Exhibit 10.25
GA Property No. 17355 (IP: 703)
STANDARD FORM OF INDUSTRIAL LEASE
(NET) (SINGLE TENANT FACILITY)
THIS LEASE, made this 15th day of June, 1999, by and between GENERAL
AMERICAN LIFE INSURANCE COMPANY, a Missouri corporation, whose address is 000
Xxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, (the "Landlord") and MEGA Systems and
Chemicals, Inc., whose address is 000 Xxxxx XxXxxx Xxxxxx, Xxxxxxxx, XX (the
"Tenant").
ARTICLE I. DEFINITIONS.
1.1 Base Rent: $17,858.00 per month, subject to rent escalations or
modifications set out in a Rider attached hereto and incorporated herein by this
reference.
1.2 Base Year: The calendar year in which this Lease commences.
1.3 Premises: The Premises as outlined on Exhibit A attached hereto and located
at (Street Address:) Tempe Business Center, Building 4, 0000 Xxxx Xxxxxxx Xxx,
(City:) Tempe (State:) Arizona. The Premises shall include all parking areas,
truck loading areas, driveways, landscaped areas and appurtenances associated
therewith or with the Building. The Premises currently contains 23,653 square
feet of space.
1.4 Building/s and Center: The Building in which the Premises is located, such
Building containing approximately 23,653 square feet of space on the ground
floor. The Center is all the land, improvements and appurtenances depicted on
Exhibit A attached hereto, in which the Building, Premises and Common Area are
located and commonly referred to as: (Name of Center:) Tempe Business Center.
1.5 Common Area: The term "Common Area" means all the areas of the Center
designed for the common use and benefit of the Landlord and all of the tenants,
their employees, agents, customers and invitees. The Common Area includes, but
not by way of limitation, parking lots, truck courts, lobbies, atriums,
landscaped and vacant areas, driveways, walks and curbs with facilities
appurtenant to each as such areas may exist from time to time.
1.6 Lease Term: Tenant agrees to diligently pursue the completion of its tenant
improvements. The Lease Term shall commence the earlier of August 1, 1999 or the
date on which the City of Tempe issues a certificate of occupancy pertaining to
the Premises. The Lease Term shall run for 10 years, expiring on the last day of
said tenth year.
1.7 Rent: All sums, moneys or payments required to be paid by Tenant to Landlord
pursuant to this Lease, including Base Rent and Additional Rent.
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1.8 Additional Rent: All sums, moneys or payments required to be paid by Tenant
to Landlord pursuant to this Lease other than Base Rent.
1.9 Tenant's Proportionate Share: The percentage figure determined by dividing
the number of square feet in the Premises by the total number of square feet in
all of the Buildings in the Center (this paragraph is applicable when the Center
contains more than one Building) owned by Landlord, as determined by Landlord in
its reasonable judgment.
ARTICLE II. THE DEMISED PREMISES.
2.1 Lease of the Premises. In consideration of the Rents, covenants and
conditions hereinafter provided to be paid, kept, performed and observed,
Landlord leases to Tenant and Tenant hereby rents from Landlord the Premises,
upon all the terms and conditions set forth in this Lease.
2.2 Use of Common Area, Landlord grants Tenant the nonexclusive revocable use of
the Common Area by Tenant, Tenant's employees, agents, customers and invitees,
under all the terms and conditions hereof, which use shall be subject at all
times to such reasonable, uniform and non-discriminatory rules and regulations
as may from time to time be established by Landlord.
2.3 Quiet Enjoyment. Landlord covenants that Tenant, on paying the Rent herein
provided and on keeping and performing the covenants, agreements and conditions
herein required of Tenant, shall peaceably and quietly hold and enjoy the
Premises for the Lease Term, subject, however, to the terms and conditions of
this Lease.
ARTICLE III. TERM OF THE LEASE.
3.1 Term. Tenant shall have and hold the Premises for and during the Lease Term
subject to the payment of the Rent and the full and timely performance by Tenant
of all the covenants and conditions set forth in this Lease.
3.2 Tender of Possession. Landlord shall use its best efforts to tender
possession of the Premises to Tenant at the commencement of the Lease Term or at
such earlier time as is necessary for Tenant to commence construction of the
Tenant Improvements in accordance with Rider Five attached hereto. Landlord
shall not be subject to any liability for any failure to tender possession of
the Premises to Tenant, provided that such failure occurred as a consequence of
any circumstance or cause beyond Landlord's reasonable control, including, but
not limited to, any Act of God or the failure of a prior tenant to vacate all or
any portion of the Premises.
3.3 Holding Over. In the event of a holding over by Tenant or any of its
successors in interest after expiration or termination of this Lease without the
consent in writing of Landlord, Tenant shall be deemed a tenant at sufferance
and shall pay as liquidated damages, one and one-half times (150%) Rent for the
entire holdover period and all attorney's fees and expenses incurred by Landlord
in enforcing its rights hereunder. Any holding over with the consent of Landlord
shall
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constitute Tenant becoming a month-to-month tenant upon and subject to all the
terms, covenants and conditions of this Lease.
ARTICLE IV. RENT.
4.1 Base Rent. Tenant covenants to pay without notice, deduction, set-off or
abatement to Landlord the Base Rent in lawful money of the United States in
equal consecutive monthly installments in advance on the first day of each month
during the Lease Term. Base Rent for any partial month shall be prorated on a
per diem basis. Base Rent shall be payable to Landlord at Landlord's Address or
such other place as Landlord may designate from time to time in writing. Tenant
shall pay the first full month's Base Rent upon execution of this Lease.
4.2 Additional Rent. For the calendar year 1999, Tenant shall pay $1,655.71 per
month to Landlord as Additional Rent. Additional Rent shall be due and payable
during each month of abated Base Rent, if any. Tenant covenants to pay without
notice, deduction, set-off or abatement to Landlord the Additional Rent in
lawful money of the United States in equal consecutive monthly installments in
advance on the first day of each month during the Lease Term. Additional Rent
for any partial month shall be prorated on a per diem basis. Additional Rent
shall be payable to Landlord at Landlord's Address or such other place as
Landlord may designate in writing. In order to provide for current payments of
Additional Rent, Tenant agrees to pay an amount of Additional Rent reasonably
estimated by Landlord from time to time commencing on the first day of the month
following the month in which Landlord notifies Tenant of the amount of such
Additional Rent. If, as finally determined, at the close of books for the
calendar year and within sixty (60) days after the end of said calendar year,
the amount of Additional Rent owing by Tenant shall be greater than or less than
the aggregate of all installments so paid to Landlord for each calendar year,
Tenant shall pay to Landlord the amount of such underpayment, or Landlord shall
credit Tenant for the amount of such overpayment, as the case may be. It is the
intention hereunder to estimate the amount of Additional Rent for each calendar
year and then to adjust such estimate in the following year based on the actual
amount of Additional Rent owing. The obligation of Tenant with respect to the
payment of Additional Rent shall survive the termination of this Lease with
regard to Additional Rent attributable to any full and/or partial year
immediately preceding the termination of this Lease for which the amount of any
underpayment has not yet been calculated pursuant hereto. Any payment, refund or
credit made pursuant to this paragraph shall be made without prejudice to any
right of Tenant to dispute the amount of Additional Rent owing, or the right of
Landlord to correct any items as billed pursuant to the provisions hereof.
Within 30 days of the date Landlord notifies Tenant of the amount of Additional
Rent owing, Tenant or its authorized agent at Tenant sole cost and expense shall
have the right to inspect the books of Landlord during the business hours of
Landlord at such location that Landlord may specify, for the purpose of
verifying such amount. Unless Tenant asserts specific errors within such 30
days, such notification by Landlord shall be deemed to be correct. No decrease
in Additional Rent shall reduce Tenant's liability hereunder below the amount of
Base Rent payable hereunder.
4.2(a) Utilities and Services. Except to the extent of Landlord's sole
negligence in connection with an interruption of utility services which is
not cured for three (3) business days after Landlord's receipt of written
notice, Landlord shall not be liable
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for any interruption or failure whatsoever in utility services. Tenant
shall contract in its own name and pay all charges for electricity, gas,
fuel, telephone, water, sewer and any other services or utilities used in,
servicing or assessed against the Premises, unless otherwise herein
expressly provided. Additionally, containerized rubbish collection bins
will be provided to the Building, and Tenant agrees to pay to Landlord as
Additional Rent, the service cost of such bins. Landlord may, however,
require Tenant to contract for his own rubbish collection.
4.2(b) Insurance. Tenant shall pay to Landlord as Additional Rent Tenant's
Share (or, Tenant's Proportionate Share in the event there is more than one
Building in the Center and the cost is not billed separately for the
Premises) of the cost of the premiums for the all risk, fire and extended
coverage insurance that Landlord maintains for the Center or Building.
4.2(c) Real Estate Taxes. Tenant shall pay to Landlord as Additional Rent
Tenant's Share (or, Tenant's Proportionate Share in the event there is more
than one Building in the Center and the items are not billed separately for
the Premises) of all real estate taxes, assessments, occupational taxes or
excise taxes levied on rentals derived from operation of the property, and
any other government or private subdivision levies or charges, whether
general or special, ordinary or extraordinary, which are assessed or
imposed upon all or part of the Center, together with any of the expenses
of protesting, negotiating or contesting the amount or validity of any such
taxes, charges or assessments. Although no tax contest shall excuse Tenant
from its obligation to pay its share of taxes as and when required by this
Lease, Tenant shall have the right to challenge such assessments through
legal means at its own expense provided Tenant posts a security bond
acceptable to Landlord and holds Landlord and the Premises harmless from
the consequences of Tenant's participation in such contest. In the event
Landlord, or any tenant of the Center, including Tenant, obtains a refund,
such refund shall first be applied to the costs and fees incurred in
obtaining such refund and then shall be distributed pro rata to the parties
paying such taxes.
If the Lease Term shall end during a tax year ("tax year" shall mean
the annual period for which Real Estate Taxes are assessed and levied) of
which only part is included in the Lease Term, the amount of such
Additional Rent shall be prorated on a per diem basis and shall be paid on
or before the last day of the Lease Term. If the Lease Term ends in any tax
year before the amount to be payable by Tenant has been determined under
the provisions of this Section, an amount payable for the portion of the
Lease Term during the tax year shall be reasonably estimated by Landlord
and the estimated amount shall be promptly paid by Tenant. As soon as the
amount properly payable by Tenant for the partial period has finally been
determined, the amount shall be adjusted between Landlord and Tenant.
Tenant shall be liable for all taxes levied against personal property and
trade fixtures placed by Tenant in the Premises.
4.2(d) HVAC Maintenance. Tenant shall pay all expenses incurred to repair
the heating, ventilating and air conditioning equipment servicing the
Premises.
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Further, within thirty (30) days from the Commencement Date of the Lease,
Tenant shall provide Landlord with evidence of a fully executed HVAC
maintenance contract. The HVAC maintenance contract shall be performed by a
mechanical contractor, licensed in the state of Arizona, and shall provide
for no less than quarterly (4x per year) preventative maintenance services.
Should Tenant fail to provide the HVAC maintenance contract as specified
above, Landlord may enter into an HVAC maintenance service contract on
Tenant's behalf and xxxx such expenses back to Tenant as Additional Rent.
4.2(e) Common Area Expenses. Tenant will pay to Landlord as Additional Rent
Tenant's Share (or, Tenant's Proportionate Share in the event there is more
than one Building in the Center and the expenses are not billed separately
for the Premises) of the Common Area Operating Cost.
"Common Area Operating Cost" means the Landlord's total cost and
expense incurred in owning, operating, maintaining and repairing the Common
Area, including but not limited to: costs for all electricity, gas, water,
sewer or fuel used in connection with the operation, maintenance and repair
of the Common Area; lighting costs; labor costs, including Landlord's share
of workmen's compensation and disability insurance, payroll taxes and
fringe benefits; managerial, administrative and telephone expenses, related
to the Common Area; snow removal, salting and landscaping of Common Area;
property management fees not to exceed five percent (5%) of gross income of
Center; and all other expenses of maintenance and repair of the Common
Area. To the extent that Landlord elects to provide services which are not
separately metered or directly billed to Tenant, such as water, sewer and
trash hauling, the costs of such services shall be included in Common Area
Operating Cost. Common Area Operating Cost shall not, however, include
interest on debt, capital retirement of debt, depreciation, costs properly
chargeable to the capital account, except for capital expenditures which
reduce other operating expenses or such capital expenditures that are
required by changes in any governmental law or regulation in which case
such expenditures, plus interest on the unamortized principal investment at
ten (10%) percent per annum, shall be amortized over the life of the
improvements, and such costs shall be directly chargeable by the Landlord
to Tenant in the Tenant's Share (or, Tenant's Proportionate Share in the
event there is more than one Building in the Center and the costs are not
billed separately for the Premises).
4.2(f) Rent or Sales Taxes. Tenant shall pay to Landlord as Additional Rent
any Sales or Rent Taxes, however named or designated, levied on any form of
Rent or Additional Rent.
4.3 Late Payment. Tenant's failure to make any rental payment or other
payment required of Tenant hereunder within five (5) days of the due date
therefor shall automatically result in the imposition of a service charge in the
amount of three percent (3%) of such payment, without notice.
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ARTICLE V. LANDLORD'S RIGHTS AND OBLIGATIONS.
5.1 Maintenance by Landlord. During the Lease Term, Landlord shall operate and
maintain the Common Area and shall keep and maintain the roof, exterior walls
(excluding doors, glass or plate glass), gutters and downspouts of the
Building/s in good condition and repair, but shall be under no obligation and
shall not be liable for any failure to make such repairs until and unless Tenant
notifies Landlord in writing of the necessity therefor, in which event Landlord
shall have a reasonable time thereafter to make such repairs. Landlord reserves
the right to the exclusive use of the roof and exterior walls of the Building/s
which Landlord is so obligated to maintain and repair. Landlord further reserves
the right to place, install, maintain, carry through, repair and replace such
utility lines, air ducts, pipes, wires, appliances, tunneling and the like in,
over, through and upon the Premises as may be reasonably necessary or advisable
for the servicing of the Premises or any other portions of the Center. If any
portion of the Center which Landlord is obligated to maintain or repair is
damaged by the negligence of Tenant, its agents, employees or invitees, then
repairs necessitated by such damage shall be paid for by Tenant. If the
maintenance or repair is not made necessary by the negligence of Tenant, its
agents, employees or invitees, then Tenant shall pay to Landlord, as Additional
Rent, Landlord's cost and expense incurred for such repair and maintenance, less
a proportionate share of any recovery by Landlord for such costs and expenses
incurred.
5.2 Mortgage and Transfer: Estoppel Certificates. Landlord shall have the right
to transfer, mortgage, pledge or otherwise encumber, assign and convey, in whole
or in part, the Center, the Building/s or the Premises, this Lease, and all or
any part of the rights now or thereafter existing therein and all Rents and
amounts payable to Landlord under the provisions hereof. In the event of any
such transfer or transfers, upon Transferee's agreement to attorn to this Lease,
Landlord herein named (and in the case of any subsequent transfer, the then
transferor) shall be automatically freed and relieved from and after the date of
such transfer of all personal liability as respects the performance of any
covenants or agreements on the part of Landlord contained in this Lease
thereafter to be performed. The rights of the Tenant under this Lease shall be
subject and subordinate to all instruments executed and to be executed in
connection with the exercise of any such rights, including, but not limited to,
the lien of any mortgage, deed of trust, or security agreement now or hereafter
placed upon Landlord's interest in the Premises. This paragraph shall be
self-operative. However, Tenant covenants and agrees to execute and deliver upon
demand such further instruments subordinating this Lease to the lien, of any
such mortgage, deed of trust or security agreement as shall be requested by
Landlord and/or mortgagee or proposed mortgagee or holder of any security
agreement and hereby irrevocably appoints Landlord as its agent and
attorney-in-fact to execute and deliver any such instrument for and in the name
of Tenant. Tenant shall, within ten (10) days after written request of Landlord,
execute, acknowledge, and deliver to Landlord or to any person designated by
Landlord, any estoppel certificates requested by Landlord from time to time,
which estoppel certificates shall show whether the lease is in full force and
effect and whether any changes may have been made to the original lease; whether
the term of the lease has commenced and full rental is accruing; whether there
are any defaults by Landlord and, if so, the nature of such defaults; whether
possession has been assumed and all improvements to be provided by Landlord have
been completed; and
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whether rent has been paid more than thirty (30) days in advance and that there
are no liens, charges, or offsets against rentals due or to become due and that
the address shown on such estoppel certificate is accurate.
5.3 Landlord's Inability to Perform. If, by reason of any cause beyond the
reasonable control of Landlord including "Acts of God," Landlord shall be unable
to perform or shall be delayed in the performance of any covenant or to supply
any service, such nonperformance or delay in performance shall not render
Landlord liable in any respect for damages to either person or property,
constitute a total or partial eviction, constructive or otherwise, work an
abatement of rent or relieve Tenant from the fulfillment of any covenant or
agreement contained in this Lease. Should any circumstances described herein
prevent or delay Tenant's ability to supply any service, except payment of Base
Rent and/or Additional Rent, such non-performance or delay in performance shall
not render Tenant liable for damages to Landlord.
5.4 Rights of Landlord. Landlord may enter upon the Premises for the purpose of
exercising any or all of the rights hereby reserved without being deemed guilty
of an eviction or disturbance of Tenant's use or possession and without being
liable in any manner to Tenant. The reservation of these rights by Landlord
shall not render Landlord liable for not performing any of the matters specified
herein.
5.4(a) Name of Center/Building. To change the name of the Building/s or the
Center without notice or liability of the Landlord to Tenant;
5.4(b) Redecorate. During the last ninety (90) days of the Lease Term or
any renewal or extension thereof, if during or prior to that time Tenant
has vacated the Premises, to decorate, remodel, repair, alter or otherwise
prepare the Premises for reoccupancy;
5.4(c) Re-Lease. To exhibit the Premises to others and to display "For
Lease" signs on the Premises during the last one hundred eighty (180) days
of the Lease Term or any renewal or extension thereof;
5.4(d) Vehicles. To remove abandoned or unlicensed vehicles and vehicles
that are unreasonably interfering with the use of the parking lot by
others, and to charge the responsible tenant for such removal expense;
5.4(e) Preservation of Center. To take any and all measures, including
making inspection, repairs, alterations, additions and improvements to the
Premises, the Building/s or to the Center, adding and/or excluding
additional areas to or from the Center, constructing additional buildings
and other improvements in the Center, removing or relocating the whole or
any part of any Building or other improvements in the Center, or relocating
any other tenant in the Center, as may be necessary or desirable for the
safety, protection or preservation of the Premises or the Center or the
Landlord's interests, or as may be necessary or desirable in the operation
of the Premises or the Center. It is further understood that the existing
layout of the buildings, walks, roadways, parking areas, entrances, exits,
and other improvements shall not be deemed to be a warranty, representation
or agreement on the part of the
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Landlord that the Center will remain exactly as presently built.
Notwithstanding anything herein to the contrary, in no event shall Landlord
make any alterations, changes or additions to the Premises that adversely
affects the Tenant's use and quiet enjoyment of the Premises.
ARTICLE VI. TENANT'S RIGHTS AND OBLIGATIONS.
6.1 Acceptance of Premises. Landlord will complete the Premises in its shell
condition in accordance with the plans delivered to Tenant on December 16, 1998
and stamped June 6, 1998 by Xxxxxx Architectural Group. Tenant acknowledges that
it will examine the Premises within five (5) days after full execution of this
Lease and shall be deemed to have accepted the Premises in its present
condition, unless Tenant furnishes Landlord written notice specifying any defect
in the construction or condition of the Premises within said five (5) day
period. In the event Tenant notifies Landlord of a defect pursuant hereto,
Landlord shall have the right to elect to cure such defect or terminate this
Lease, in its good faith discretion.
6.2 Alterations and Additions. Tenant shall not make any alterations,
improvements, or additions to the Premises exceeding $5,000.00 without the prior
written consent and approval of plans therefor by Landlord, whose consent shall
not be unreasonably withheld or delayed. Alterations, improvements or additions
made by either of the parties upon the Premises, except moveable furniture and
equipment placed in the Premises at the expense of Tenant, shall be the property
of Landlord and shall remain upon and be surrendered with the Premises as a part
thereof at the termination of this Lease, without molestation, injury or damage
unless Landlord elects to require Tenant to remove such alterations or
improvements from the Premises at the expiration of this Lease. In the event
damage shall be caused by moving said furniture and equipment in or out of the
Premises, said damage shall be repaired at the cost of Tenant.
6.3 Assignment and Subletting. Tenant shall not assign or hypothecate this Lease
to a non-related entity or sublet all or any part of the Premises to a
non-related entity without the prior written consent of Landlord, which consent
shall not be unreasonably withheld. Tenant shall give notice in writing (by
certified mail or by personal delivery) of any intention to assign this Lease or
sublet the Premises to Landlord and, thereupon, Landlord shall, within thirty
(30) days of receipt of such notice, have the right to unilaterally terminate
this Lease or to approve said assignment or subletting by written notice to
Tenant. If the assignment or subletting is approved and rents under the sublease
are greater than the rents provided for herein, then Landlord shall have the
further option either (a) to convert the sublease into a prime Lease and receive
all of the rents, in which case Tenant will be relieved of further liability
hereunder and under the proposed sublease, or (b) to require Tenant to remain
liable under this Lease, in which event Tenant shall be entitled to retain such
excess rents. If the assignment or subletting is approved and rents under the
sublease are less than the rents provided for herein, Tenant shall remain liable
under all the covenants and conditions of this Lease. Landlord may withhold its
consent to any proposed assignee or subtenant which in Landlord's judgment (a)
would conflict with the tenancy, use or business of any other tenant or the
tenant mix of the Center, (b) has a net worth and/or credit history inferior to
that of Tenant, or (c) is currently a tenant or negotiating for space in the
Center. Tenant may assign or sublet the Premises, or any portion thereof,
without Landlord's
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consent, to any related entity which controls, is controlled by or is under
common control with Tenant, provided that said assignee or subtenant assumes, in
full, the obligations of Tenant under this Lease. However, it is understood and
agreed that any such assignment or sublease shall not, in any way, affect, limit
or relieve Tenant's obligation under the terms of this Lease. Tenant or Tenant's
agent shall not display signs for sublease on the Premises.
6.4 Locks. All keys must be returned to Landlord at the expiration or
termination of the Lease.
6.5 Maintenance by Tenant. Tenant shall be responsible for all maintenance and
repair to the Premises of whatsoever kind or nature that is not herein set forth
specifically as the obligation of Landlord. Tenant shall take good care of the
Premises and fixtures, and keep them in good repair free from filth,
overloading, danger of fire or any pest or nuisance, repair any damage or
breakage done by Tenant or Tenant's agents, employees or invitees, including
damage done to the Premises by Tenant's equipment or installations. Tenant shall
be responsible for the repair and replacement of all glass and plate glass on
the Premises. In the event Tenant fails to maintain the Premises as provided for
herein, Landlord shall have the right, but not the obligation, to perform such
maintenance as is required of Tenant in which event Tenant shall reimburse
Landlord for its costs in providing such maintenance or repairs together with a
ten (10%) percent charge for Landlord's overhead and Tenant shall promptly
reimburse Landlord for such amount.
6.6 Mechanic's Liens. Tenant will not permit any mechanic's liens for work
performed at the request of or permitted by Tenant, or other liens, to be placed
upon the Premises, the Building/s or the Center during the Lease Term or any
extension or renewal thereof, and in case of the filing of any such lien, Tenant
will promptly pay same. Tenant agrees to pay all legal fees that might be
incurred by Landlord because of any mechanic's liens being placed upon the
Premises, the Building/s or the Center, as a result of Tenant's actions.
6.7 Redelivery of Premises. No later than the last day of the Lease Term (or any
renewals or extension thereof), Tenant will remove all Tenant's personal
property and repair all injury done by or in connection with installation or
removal of such property under the supervision and approval of Landlord and
surrender the Premises broom clean in as good a condition as they were in at the
beginning of the Lease Term, reasonable wear and tear excepted.
6.8 Signs and Advertisements. Tenant shall not put nor permit to be put upon any
part of the Premises, the Building/s or the Center, at places visible from
anywhere outside of the Premises or from public and common areas within the
Premises, any signs, inscriptions, billboards, notices or advertisements
whatsoever in any location or in any form without first obtaining Landlord's
prior written consent, which shall not be unreasonably withheld, and Tenant
shall be assessed a charge of $50,00 per day per sign, billboard or
advertisement if Tenant fails to obtain the written consent of Landlord prior to
placing any such signs. Landlord shall specify the color, size, style and
material to be used on any permitted signs. All exterior and interior signs must
be installed by Landlord or someone designated by Landlord and the actual cost
thereof shall be paid by Tenant and all such signs are so placed at the risk of
Tenant.
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6.9 Use of Common Areas. Tenant shall not use any part of the Center exterior to
the Premises for outside storage. No trash, crates, pallets, or refuse shall be
permitted anywhere on the Center outside of the Building/s by Tenant except in
enclosed metal containers to be located as directed by Landlord. Tenant shall
not park any trucks or trailers, loaded or empty, except in front of the loading
areas.
6.10 Use of Premises. The Premises hereby leased shall be used by Tenant only
for manufacturing, assembling and marketing of chemical distribution systems and
related activities and for no other purposes other than as may hereafter be
approved by Landlord in writing. Tenant shall, at Tenant's expense, comply
promptly with all applicable statutes, ordinances, rules, regulations, orders
and requirements in effect during the term or any part of the term hereof
regulating the use by Tenant of the Premises, including or relating to
industrial hygiene, environmental protection, or the use, analysis, generation,
manufacture, storage, disposal or transportation of any Hazardous Substances (as
defined in Section 6.11 below). Tenant, its employees and all persons visiting
or doing business with Tenant in the Premises shall be bound by and shall
observe the Rules attached to this Lease, as Exhibit B and made a part hereof.
6.11 Hazardous Substances. Tenant shall not cause or permit any Hazardous
Substances (being hazardous or toxic substances, materials, or wastes as defined
or established from time to time by applicable local, state, or federal
ordinances, statutes, or regulations) to be brought upon, or kept or used in or
about the Premises, the Building/s or the Center by Tenant, its agents,
employees, contractors, or invitees, unless (a) such Hazardous Substances are
necessary for Tenant's business (as such business is a permitted use under
Section 6.10 above), and (b) Tenant first obtains the written consent of
Landlord. Whether or not Landlord has given such consent, if a release of such
Hazardous Substances occurs (whether caused by Tenant or not), Tenant shall
immediately notify Landlord, and as to any such release that has been caused or
permitted by Tenant: (i) Tenant shall immediately and entirely remove such
released Hazardous Substance/s in a manner fully in compliance with all laws
pertaining to the removal and storage or deposit thereof; and (ii) Tenant hereby
agrees to indemnify and hold Landlord harmless as provided in Section 7.3 below,
as a result of (a) Tenant's failure or delay in properly complying with any law,
order, rule, or regulation, or other requirements referred to in Section 6.10
above, or (b) any adverse effect which results from the presence of, discharge
of, or release of any Hazardous Substances in, about or from the Premises, the
Building/s, the Center, or any Common Areas. This indemnification by Tenant of
Landlord shall survive the termination of this Lease. Further, upon reasonable
evidence that a release of a hazardous substance has occurred, Tenant shall,
upon Landlord's demand and at Tenant's sole expense, demonstrate to Landlord
(through such tests, professional inspections, sampling or otherwise as is, in
Landlord's sole judgment, sufficient for the purpose) that Tenant has fully and
completely removed, cleaned up, detoxified or de-contaminated any releases or
discharges of Hazardous Substances in or upon the Premises, Building/s, Center,
or Common Areas.
Landlord warrants that as of the date of execution hereof and to the best of its
knowledge, there are no hazardous substances stored on or within the Premises
and Building, utilized in the construction of the Premises and Building or
existing in the Premises and Building that would constitute a violation of any
applicable law, code or ordinance.
Page 11
Tenant shall be responsible for causing the Premises to at all times be in
compliance with the terms and regulations of the Americans with Disabilities Act
of 1991 (the "ADA"), including, but not limited to, the design and installation
of any improvements, additions or alterations to the Premises. Furthermore,
Tenant shall operate the Premises at all times and its business thereon in a
manner to comply with the ADA. Landlord reserves the right to hereafter modify,
from time to time, the policies, practices, rules regulations and procedures
applicable to the Premises, to the extent necessary to comply with the ADA.
ARTICLE VII. INSURANCE.
7.1 Liability Insurance. Tenant covenants and agrees to maintain on the Premises
at all times during the Lease Term, or any extension or renewal thereof, a
policy or policies of commercial general liability insurance with not less than
$1,000,000.00 combined single limit for both bodily injury and property damage.
7.2 Fire and Extended Coverage Insurance. Landlord shall, throughout the Lease
Term, or any extension or renewal thereof, maintain fire and extended coverage
(FEC) insurance on the property owned by Landlord located on the Center in such
amounts and with such deductibles as Landlord shall determine. Landlord shall
not in any way or manner insure any property of Tenant or any property that may
be in the Premises not owned by Landlord. Tenant shall comply with all insurance
regulations so that the lowest fire, lightning, explosion, extended coverage and
liability insurance rates may be obtained; and nothing shall be done or kept in
or on the Premises by Tenant which will cause an increase in the premium for any
such insurance on the Premises or on any Building/s of which the Premises are a
part or on any contents located therein, over the rate usually obtained for the
proper use of the Premises permitted by this Lease or which will cause
cancellation of any such insurance.
7.3 Indemnification of Landlord. Tenant shall indemnify and hold Landlord
harmless from and against any and all actions, claims, demands, costs, damages,
expenses of any kind, and against any and all losses (including loss of rentals
payable by Tenant or other tenants) which may be imposed upon, incurred by, or
asserted against Landlord in connection with loss of life, bodily and personal
injury or damage to property arising from any occurrence in, upon or at the
Premises, or any part thereof, or occasioned wholly or in part by any act or
omission of Tenant, or by anyone permitted to be on the Premises by Tenant, or
by reason of Tenant's occupancy of the Premises or Tenant's negligent
performance of or failure to perform any of its obligations under this Lease.
Tenant assumes all risk of and Landlord shall not be liable for injury to person
or damage to property resulting from the conditions of the Premises or from the
bursting or leaking of any and all pipes, utility lines, connections, or air
conditioning or heating equipment in, on or about the Premises, or from water,
rain or snow which may leak into, issue or flow from any part of the Building/s.
In case Landlord shall, without fault on its part, be made a party to any
litigation commenced by or against Tenant, then Tenant shall protect and hold
Landlord harmless and shall pay all costs, expenses and reasonable attorney's
fees incurred or paid by Landlord in connection with such litigation.
Page 12
7.4 Additional Insured. Any insurance policies of Tenant required or maintained
hereunder shall name Landlord as additional insured.
ARTICLE VIII. EMINENT DOMAIN AND DAMAGE OR DESTRUCTION.
8.1 Eminent Domain. In the event that title to the whole or a substantial part
of the Premises shall be lawfully condemned or taken in any manner for any
public or quasi-public use, this Lease and the term and estate hereby granted
shall forthwith cease and terminate as of the date of vesting of title and
Landlord shall be entitled to receive the entire award, Tenant hereby assigning
to Landlord the Tenant's interest therein, if any. However, nothing herein shall
be deemed to give Landlord any interest in or to require Tenant to assign to
Landlord any award made to Tenant for the taking of personal property or
fixtures belonging to Tenant or for the interruption of or damage to Tenant's
business or for Tenant's moving expenses. A sale to a public or quasi-public
authority under threat of condemnation shall constitute a taking by eminent
domain. In the event that title to a part of the Building/s other than the
Premises shall be so condemned or taken, Landlord may terminate this Lease and
the term and estate hereby granted by notifying Tenant of such termination
within sixty (60) days following the date of vesting of title, and this Lease
and the term and estate hereby granted shall expire on the date specified in the
notice of termination, not less than sixty (60) days after the giving of such
notice, as fully and completely as if such date were the date herein set for the
expiration of the Lease Term, and the Rent hereunder shall be apportioned as of
such date. In the event of any condemnation or taking of any portion of the
parking area of the Center which does not result in a reduction of the parking
area by more than twenty percent (20%), the terms of this Lease shall continue
in full force and effect. If more than twenty percent (20%) of the parking area
is taken, either party shall have the right to terminate this Lease upon giving
written notice to the other party within thirty (30) days of such taking.
8.2 Damage or Destruction. If the Premises, the Building/s or the Center or any
part thereof is damaged by fire or other casualty, cause or condition whatsoever
and Landlord shall determine not to restore said Premises, Building/s or Center,
Landlord may, by written notice to Tenant given within sixty (60) days after
such damage, terminate this Lease, effective as of the date of the damage. If
this Lease is not terminated as above provided and if the Premises are made
partially or wholly untenantable, Landlord, at its expense, shall restore the
same with reasonable promptness to the condition in which Landlord furnished the
Premises to Tenant at the commencement of the Lease Term. Landlord shall be
under no obligation to restore any alteration, improvements or additions to the
Premises made by Tenant or paid for by Tenant, including, but not limited to,
any of the initial tenant finish done or paid for by Tenant or any subsequent
changes, alterations or additions made by Tenant or reimbursed by Tenant.
If, as a result of fire or other casualty, cause or condition whatsoever
the Premises are made partially or wholly untenantable and, if Landlord has not
given the sixty (60) day notice above provided for and fails within one hundred
twenty (120) days after such damage occurs to eliminate substantial interference
with Tenant's use of said Premises or to substantially restore said Premises,
provided that Landlord has not in good faith commenced to eliminate such
substantial interference with Tenant's use or to substantially restore the
Premises, within said one
Page 13
hundred twenty day period, Tenant may terminate this Lease after the end of said
one hundred twenty (120) days, effective as of the date such damage occurs, by
notice to Landlord given not later than ten (10) days after expiration of said
one hundred twenty (120) day period. Tenant may not terminate the Lease under
this provision if Landlord has in good faith commenced restoration of the
Premises within said one hundred twenty (120) days, but Landlord is not able to
complete restoration within said one hundred twenty day period due to
circumstances beyond the reasonable control of Landlord and so long as Landlord
continues in good faith to complete such restoration as soon as possible after
the end of said one hundred twenty day period. If the Premises are rendered
totally untenantable but this Lease is not terminated, all Rent shall xxxxx from
the date of the fire or other relevant cause or condition until the Premises are
ready for occupancy and reasonably accessible to Tenant. If a portion of the
Premises is untenantable, Rent shall be prorated on a per diem basis and
apportioned in accordance with the portion of the Premises which is usable by
Tenant until the damaged part is ready for Tenant's occupancy. In all cases, due
allowance shall be made for reasonable delay caused by adjustment of insurance
loss, strikes, labor difficulties or any cause beyond Landlord's reasonable
control. In any event, Tenant shall be responsible for the removal, or
restoration, when applicable, of all its damaged property and debris from the
Premises, upon request by Landlord or else Tenant must reimburse Landlord for
the cost of removal.
ARTICLE IX. DEFAULT AND REMEDIES.
9.1 Events of Default. The occurrence of any one or more of the following events
shall constitute a Default and a material breach of this Lease by Tenant.
9.1(a) Nonpayment. Failure of Tenant to pay any installment of Rent or
other sum payable to Landlord hereunder on the date that same is due
and such failure shall continue for a period of five (5) days; or
9.1(b) Noncompliance. Failure of Tenant to comply with any term,
condition or covenant of this Lease, other than the payment of Rent or
other sum of money, and such failure shall not be cured within fifteen
(15) days after written notice thereof has been delivered by Landlord
to Tenant (or, if such default is of such a nature that it cannot be
cured with due diligence within fifteen (15) days, Tenant shall fail
or refuse to commence such cure within said fifteen (15) day period
and thereafter diligently in good faith pursue the same to completion;
in no event, however, shall the cure period, as extended hereby,
exceed thirty (30) days); or
9.1(c) Bankruptcy; Insolvency. The filing by or against Tenant or any
guarantor of Tenant's obligations hereunder of a petition in
bankruptcy or for liquidation, or adjudication as a bankrupt or
insolvent; or the appointment of a receiver or trustee for all or
substantially all of the assets of Tenant or any such guarantor; or
insolvency, the making of an assignment for the benefit of creditors,
or the making of a transfer in fraud of creditors by Tenant or any
such guarantor; or
Page 14
9.1(d) Abandonment. Abandonment by Tenant of any substantial portion
of the Premises or cessation of use of the Premises for the purpose
leased.
9.2 Remedies. In the event of the occurrence of any Default, Landlord shall have
the right, without further notice to or demand upon Tenant and without being
liable to Tenant for any damages or to any prosecution therefor, to do any and
all of the following:
9.2(a) Repossession and Sale. Re-enter and take exclusive possession
of the Premises with or without force or legal process, refuse to
allow Tenant to enter the same or have possession thereof, change the
locks on the doors to the Premises, take possession of any furniture
or fixtures or other property in or upon the Premises (Tenant hereby
waiving the benefit of all exemptions by law), sell the same at public
or private sale without notice and apply the proceeds thereof to the
costs of sale, payment of damages and payment of all sums owing under
this Lease; and/or
9.2(b) Re-leasing. Relet the Premises as agent of Tenant for the
balance of the term of this Lease or for a shorter or longer term and
receive the rents therefor, applying them first to the payment of the
expense of such reletting, and second to the payment of damages
suffered to the Premises, and third to all sums due and to become due
under this Lease, Tenant remaining liable for and hereby agreeing to
pay Landlord any deficiency; and/or
9.2(c) Cancellation. Cancel and terminate the remaining term of this
Lease, and re-enter and take possession of the Premises free of this
Lease. Thereafter this Lease shall be null and void and the Rent in
such case shall be apportioned and paid on and up to the date of such
entry. Thereafter both parties shall be released and relieved from and
of any and all obligations thereafter to accrue hereunder. Tenant
shall be liable for all loss and damage resulting from such breach or
default; and/or
9.2(d) Anticipatory Breach. Treat such default as an anticipatory
breach of this Lease and, as liquidated damages for such default, be
entitled to the difference, if any, between the sum which, at the time
of such termination for anticipatory breach represents the then
present worth (computed at ten percent (10%) per year) of the excess
aggregate rents and additional rents payable hereunder that would have
accrued over the balance of the Lease Term (including renewals) had
such term not been prematurely terminated, over the aggregate market
rental value of the Premises over the term (including renewals) that
the Lease would have run had it not been prematurely terminated;
and/or
9.2(e) Attorney's Fees. Recover from Tenant, Landlord's reasonable
attorney's fees incurred in enforcing its rights hereunder.
Page 15
9.3 Remedies Cumulative. All rights and remedies expressly provided in this
Lease for Landlord's protection shall be cumulative as to each other and of any
other rights and remedies provided hereunder or by law.
9.4 No Waiver. A waiver by Landlord of a breach or default by Tenant under the
terms and conditions of this Lease shall not be construed to be a waiver of any
subsequent breach or default or of any other or the same term or condition of
this Lease, and the failure of Landlord to assert any breach or to declare a
default by Tenant shall not be construed to constitute a waiver thereof so long
as such breach or default continues unremedied.
ARTICLE X. MISCELLANEOUS.
10.1 Bankruptcy or Assignment to Trustee. Neither this Lease nor any interest
herein nor any estate hereby created shall pass to any trustee or receiver in
bankruptcy or to any other receiver or assignee for the benefit of creditors or
otherwise by operation of law during the term of this Lease or any renewal
thereof.
10.2 Brokers. Except as may be expressly set forth to the contrary in a Rider
attached hereto, each party represents to the other that no person or entity is
entitled to any brokerage commission or finder's fee on account of the
execution, delivery, and consummation of this Lease. Tenant hereby agrees to
indemnify Landlord and to hold Landlord free and harmless of and from any and
all claims, losses, damages, costs and expenses of whatever nature, including
attorneys' fees and costs of litigation arising from or relating to any
brokerage commissions or finder's fees incurred by Tenant in connection with
this Lease.
10.3 Captions. The captions in this Lease are for convenience and reference only
and shall in no way be held to modify, amplify, or limit the terms and
provisions in this Lease.
10.4 Certificates of Occupancy. Tenant may, prior to the commencement of the
Lease Term, apply for a certificate of occupancy to be issued by the
municipality in which the Premises are located, but this Lease shall not be
contingent on issuance thereof.
10.5 Entire Agreement. This Lease including its Exhibits and Riders, if any,
contains the entire agreement between the parties and no modification of this
Lease shall be binding upon the parties unless evidenced by an agreement in
writing signed by Landlord and Tenant after the date hereof.
10.6 Joint and Several Liability of Multiple Tenants. If there is more than one
Tenant named herein, the provisions of this Lease shall be applicable to and
binding upon such Tenants jointly and severally.
10.7 Notices. Except as otherwise herein provided, whenever by the terms of this
Lease notice shall or may be given either to Landlord or to Tenant, such notice
shall be in writing and shall be deemed to have been properly delivered if sent
by certified mail, return receipt requested, postage prepaid, to Landlord at
Landlord's Address and to Tenant at the Premises, or to such
Page 16
other place as Landlord or Tenant may designate in writing. The date of mailing
shall be deemed the date of delivery.
10.8 Partial Invalidity. If any term, covenant, condition or provision of this
Lease or the application thereof to any person or circumstances shall, to any
extent be invalid or unenforceable, then all other provisions of this Lease, or
the application of such term or provision to persons or circumstances other than
those which are held invalid or unenforceable, shall not be affected thereby,
and each and every other term, condition, covenant and provision of this Lease
shall be valid and be enforced to the fullest extent permitted by law.
10.9 Recording. This Lease shall not be recorded by either party without the
written consent of the other.
10.10 Successors. The agreements, covenants and conditions of this Lease shall
be binding upon and inure to the benefit of the heirs, legal representatives,
successors and assigns of each of the parties hereto.
10.11 Use of the Singular; Gender. The terms "Landlord" and "Tenant," and
pronouns representing the same, wherever used herein shall include the plural as
well as the singular, the feminine as well as the masculine.
10.12 CC&Rs. It is hereby acknowledged that the Center is subject to that
certain Declaration of Covenants, Conditions, Restrictions and Easements for
Autoplex II executed by SunCor Development Company and Plumcor Realty Investors
One, L.L.C. on October 23, 1996 and recorded November 1, 1996 as Instrument No.
96-0776288 in the Official Records of Maricopa County, Arizona ("CC&Rs"), the
rules, Articles of Incorporation and Bylaws of the Autoplex II Owners
Association, and the Development Guidelines adopted pursuant to the CC&Rs. Any
violation of the CC&Rs or other documents listed above shall constitute a
default under this Lease.
10.13 Rider. Riders One through Five consisting of 12 pages in all, are attached
hereto and made a part hereof.
IN WITNESS WHEREOF, the parties have executed this Lease as of the date
hereinabove stated.
LANDLORD:
GENERAL AMERICAN LIFE INSURANCE COMPANY,
a Missouri Corporation
By: /s/ [ILLEGIBLE]
------------------------------------
[ILLEGIBLE]
Authorized Representative
Page 17
TENANT:
MEGA SYSTEMS AND CHEMICALS, INC.
BY: /s/ Xxxxxx Xxxxx
------------------------------------
NAME: XXXXXX XXXXX
TITLE: [ILLEGIBLE]
EXHIBIT A
TEMPE BUSINESS CENTER
(FLOOR PLAN)
Page 19
EXHIBIT B
RULES
1. Telephone Connections. If Tenant desires telegraphic, cable television, or
telephone connections, Landlord will direct electricians or technicians
where the wires are to be introduced, and without such direction no boring
or cutting for wires shall be permitted.
2. Submission of Plans. Tenant shall submit to Landlord for Landlord's
approval, a copy of its construction and equipment layout plan prior to
commencement of construction. In the event that Tenant is unable to obtain
Landlord's approval for said plans and layout, this Lease shall at Tenant's
sole option be deemed null and void and any amounts paid by Tenant to
Landlord pursuant to this Lease shall be reimbursed to Tenant without
offset.
3. No Nuisances. Tenant shall not do or permit anything to be done to injure
or deface the Building/s nor the woodwork or walls of the Premises, nor
carry on upon the Premises any noisome, noxious, noisy or offensive
business, nor conduct an auction therein, nor interfere in any way with
other tenants or those having business with them, nor shall Tenant do or
permit anything to be done in the Premises which will be dangerous to life,
or limb, or which will tend to create a nuisance or injure the reputation
of the Building/s. Tenant shall not use burning fluid, camphene, alcohol,
kerosene, or anything else in order to light or heat the Premises except
steam, gas or electricity. Tenant shall not bring into the Premises or keep
therein any heating or lighting apparatus other than that provided by
Landlord; or install any air conditioning or air cooling apparatus without
the written consent of Landlord; or in any way injure, modify, or tamper
with any of such apparatus in any manner or in violation of the regulations
of the Fire Department, or with any insurance policy upon said Building/s
or any part thereof. Tenant shall not do or permit to be done in the
Premises any activity in conflict with any of the laws, rules or
regulations of any governmental agency or municipality having jurisdiction,
or use the Premises for an illegal or immoral purpose. No beer, wine or
intoxicating liquor shall be sold on or about the Premises without the
written consent of Landlord in each instance.
4. Passageways. The sidewalk, passages, lobbies, corridors, elevators and
stairways shall not be obstructed by Tenant; or used except for ingress and
egress from and to the Premises. The doors, skylights, windows and transoms
that reflect or admit light into passageways or into any place in said
Building/s, shall not be covered or obstructed by Tenant.
5. Water Closets. The water closets and other apparatus shall not be used for
any purpose other than those for which they were constructed, and no
sweepings, rubbish, rags or other substances shall be thrown therein. Any
damage resulting to such apparatus from misuse shall be borne by the tenant
who shall cause it.
6. No Lodging. No room or rooms on or about the Premises shall be occupied or
used as sleeping or lodging apartments.
Page 20
7. Lock all Doors. Tenant shall, when leaving the Premises at close of
business, or unoccupied at any time, lock all doors and windows and for any
default or carelessness in this respect shall make good all injuries
sustained by other tenants and by Landlord or by either of them, for
damages resulting from such default or carelessness.
8. No Animals. No animal or bird shall be allowed in any part of the Premises
or Building/s without the consent of Landlord.
9. No Accumulation of Rubbish. Tenant shall not accumulate or store on or
about the Premises any waste paper, discarded records, paper files,
sweepings, rags, rubbish or other combustible matter other than the normal
accumulation needed to conduct the Permitted Use of the Premises. Nothing
shall be thrown by Tenant, its employees or guests, out of the windows or
doors or down the passages or skylights or over balcony rails of the
Building/s or in the parking areas.
10. Exclusion of Peace Disturbers. Landlord reserves the right to exclude from
the Premises or Building/s all drunken persons, idlers, diseased persons,
peddlers, solicitors, persons of a general character or conduct so as to
create a disturbance, and persons entering in crowds or in such unusual
numbers as to cause inconvenience to tenants of the Building/s.
11. Changes to Rules. Landlord reserves the right to change these rules and to
make such other and further reasonable rules and regulations either as it
affects one or all tenants as in its judgment may from time to time be
needed for the safety, care and cleanliness of the Center, for the
preservation of good order therein or for any other cause so long as such
change does not adversely affect Tenant's use and quiet enjoyment of the
Premises. When such changes are made, such modified or new rules shall be
deemed a part hereof with the same effect as if written herein, when a copy
shall have been delivered to Tenant or left with some person in charge of
the Premises.
12. No Live Christmas Trees. No live or fresh cut Christmas Trees are permitted
on or about the Premises.
Page 21
RIDER ONE
MONTHLY RENTAL RATE FOR BUILDING 4
Months 1 through 60 $17,858.00/mo. ($.755/sq. ft. NNN)
Months 61 through 120 $19,632.00/mo. ($.83/sq. ft. NNN)
INITIALS:
LANDLORD: /s/ [ILLEGIBLE]
--------------------
TENANT: [ILLEGIBLE]
Page 22
RIDER TWO
RENEWAL OPTION
Tenant shall have the right and option to renew this Lease for two (2)
additional terms of five (5) years each in accordance with the terms and
conditions below:
(a) Tenant shall deliver to Landlord written notice of the exercise of Tenant's
option to renew the Lease for an additional five (5) year term ("EXTENSION
NOTICE") no later than twelve (12) months prior to the end of the initial
Lease Term or applicable renewal period. In the event Tenant does not renew
the Lease for the first renewal period, Tenant shall not be entitled to the
second renewal period.
(b) Tenant, at the time of the delivery of the Extension Notice, shall not be
in default under the Lease.
(c) The Base Rent during the extended Term shall be equal to the lesser of: (i)
the Fair Market Rent for buildings on the market available for lease in
Tempe, Arizona that are similar to the Premises and that have building
features including, but not limited to, similar age, quality of
construction, similar office improvements, similar parking ratios, building
clear height and loading features (the "FAIR MARKET RENT") and (ii) the
following:
Months 121 through 180 $20,815.00/mo ($.88/sq. ft. NNN)
Months 181 through 240 $22,470.00/mo ($.95/sq. ft. NNN)
Following receipt by Landlord of the Extension Notice, Landlord and Tenant
shall have thirty (30) days to agree upon the Fair Market Rent to be
charged Tenant during the extended Term, if applicable, with such Fair
Market Rent to be unchanged during each year of the five (5) year extended
Term.
(d) In the event that the Landlord and Tenant are unable mutually to agree on
the Fair Market Rent within thirty (30) days after Landlord's receipt of
tenant's written exercise of its option to renew the Lease, then Landlord
and Tenant shall each appoint an M.A.I. qualified appraiser at each party's
expense. Within thirty (30) days each appraiser shall render a separate
report on their respective opinion of Fair Market Rent at the time of each
renewal option. To the extent that the two appraisers' rental rates are
within five percent (5%) of each other's rent, then the average of the two
appraiser's rents shall apply. If the two appraisers' opinions of the Fair
Market Rent are not within five percent (5%) of each other's rent then a
third M.A.I. appraiser shall be appointed by the two appraisers to
arbitrate and reach the final determination of the Fair Market Rent at the
time of the renewal option(s).
Page 23
(e) Upon determination of the applicable rent for the renewal period, in
accordance with the terms of this Rider, Landlord and Tenant shall execute
an agreement (the "EXTENSION AGREEMENT") which sets forth the new term and
the new rental rate, but which otherwise incorporates all the terms and
conditions of this Lease.
(f) The Renewal Option set forth in this Rider is personal to Tenant and may
not be exercised or assigned voluntarily or involuntarily by or to anyone
other than Tenant, other than Tenant's successor-in-interest with respect
to the Leased Premises, without Landlord's prior written consent in its
sole discretion.
INITIALS:
LANDLORD: /s/ [ILLEGIBLE]
--------------------
TENANT: [ILLEGIBLE]
Page 24
RIDER THREE
PURCHASE RIGHT OF FIRST REFUSAL/OPTION
For and in consideration of the rentals and other agreements of this Lease and
Rider, Landlord hereby grants to Tenant the right of first refusal ("Right") and
option ("Option") to purchase the Premises (Building 4) upon the following terms
and conditions.
(a) Option Period. The Option shall run during the first six (6) months of
the Lease Term.
(b) Exercise of Option. Provided Tenant is not in default under the Lease
and further provided that, at the same time as Tenant's exercise of
the Option hereunder, Tenant exercises its option to purchase Building
5 of the Center under the Standard Form of Industrial Lease between
Landlord and Tenant of even date herewith relating to the leasing of
Building 5 to Tenant, the Option may be exercised at any time prior to
the expiration of the Option Period by written notice to Landlord as
provided in Lease paragraph 10.7.
(c) Option Purchase Price. Upon Tenant's exercise of the Option, the
purchase price for the Premises shall be $2,270,688.00 ($96.00/sq.
ft.) payable by Tenant to Landlord in certified funds at closing.
(d) Right of First Refusal Period. The Right shall run during the first
twelve (12) months of the Lease Term;
(e) Right of First Refusal. At any time during the first twelve (12)
months of the Lease Term, if Landlord receives any offer that it
intends to accept for the purchase of the Premises, Landlord shall
notify and advise Tenant of such offer and intended acceptance and all
of the terms and provisions thereof. Tenant shall have ten (10)
calendar days thereafter in which to advise Landlord in writing that
it agrees to purchase the Premises: (i) on all of such same terms,
including, without limitation, the purchase price, set forth in the
bona fide offer; or (ii) at the Option purchase price set forth in
subpart (c) above. If Landlord does not receive notice of Tenant's
exercise of its Right within said ten (10) day period, Tenant shall be
deemed to have waived its Right with respect thereto, and Landlord may
sell the Premises to anyone else at a price and on terms and
conditions no more favorable than those set forth in the written
notice to Tenant.
(f) Title Commitment and Survey. (The following terms and conditions shall
apply to a closing hereunder except to the extent superseded by the
terms of a bona fide offer being matched pursuant to (e)(i) above.)
(i) Promptly upon Landlord's receipt of the notice required in
Section (b) or (e) above, Landlord shall obtain and deliver or
cause to be delivered to
Page 25
Tenant a survey of the Premises and a commitment for an
owner's policy of title insurance to be issued to Tenant upon
closing in the amount of the applicable purchase price. Such
commitment and policy shall show good and merchantable title
in Landlord, subject only to taxes and special assessments for
the current and subsequent years, restrictions, conditions,
and covenants of record, rights of parties in possession, and
easements, rights-of-way, and mineral reservations, if any, of
record.
(ii) Tenant shall, within ten (10) days after receiving the
commitment for said owner's title insurance policy, deliver to
Landlord written specifications of any objections to the
title. Should any material defect be found in said title and
be not removed within thirty (30) days of such notice thereof,
the contract formed pursuant hereto shall become absolutely
null and void.
(g) Closing. (The following terms and conditions shall apply to a closing
hereunder except to the extent superseded by the terms of a bona fide
offer being matched pursuant to (e)(i) above.)
(i) Settlement shall be made and Deed delivered at the offices of
the title company issuing the title policy provided for
hereunder or at a duly appointed agent thereof on or before
sixty (60) days from Landlord's receipt of the notice required
in Section (b) or (e) above, as applicable, or at such other
time or place as may be mutually agreed upon.
(ii) The deed to Tenant shall be a Special Warranty Deed conveying
the Premises by way of the proper legal description thereof,
subject to the above exceptions.
(iii) At closing, there shall be appropriately pro-rated and
adjusted between Landlord and Tenant ad valorem taxes and
special assessments for the current year as of the date of
closing, Landlord being charged and credited for all of same
up to such date and Tenant being charged and credited for all
of same on and after such date. Tenant shall be responsible
for purchasing separately its own policy of hazard insurance
upon the Premises.
(iv) Landlord shall be responsible for the cost of the owner's
title policy to Tenant and the commitment therefor; one-half
of any escrow service fee charged for closing; state revenue
stamps, if any, required upon the Special Warranty Deed to be
delivered hereunder; recording fees; Landlord's own attorney's
fees; proratable items chargeable to Landlord; and any other
incidental expenses customarily borne by sellers of real
estate in Tempe, Arizona not otherwise specifically provided
for herein. Tenant shall be responsible for the cost of
one-half of any escrow service fee charged for closing;
Tenant's own attorney's fees; proratable items chargeable to
Tenant at closing; and any other incidental expenses
Page 26
customarily borne by purchasers of real estate in Tempe,
Arizona not otherwise specifically provided for herein.
(h) Commissions. Upon and only upon the completion of the closing of this
sale transaction, Landlord shall pay to CB Commercial Real Estate
Group, Inc. a real estate sales brokerage commission in accordance
with its agreement with said broker. Otherwise, Landlord and Tenant
each represent to one another that neither has knowledge of any
involvement of any broker in connection with this purchase and sale.
(i) Condition of Premises. Tenant acknowledges that in the event it
exercises the Right or Option, it will purchase the Premises in its
condition at the time of exercise, "as is", and without representation
or warranty from Landlord with respect to the condition of the
Premises including, but not limited to, the condition of the soil,
presence of hazardous materials or contaminants, and other physical
characteristics. Tenant shall rely solely upon its own independent
investigation concerning the physical condition of the Premises.
(j) Remedies. If the contract formed pursuant to this Rider fails to close
because of the failure to perform on the part of Tenant (other than
termination pursuant to any right granted to Tenant to do so),
Landlord may, at its option, declare such contract null and void. If
such contract fails to close because of Landlord's non-performance
(other than Landlord's inability to deliver good and merchantable
title hereunder), Tenant shall be entitled to specific performance or
other appropriate remedies at law or in equity. If such contract fails
to close because Tenant elects to terminate such contract pursuant to
any right granted Tenant to do so or because Landlord is unable to
deliver good and merchantable title hereunder, this contract shall
rescind and cease effect without further liability of any party
hereto; provided, however, such contract termination shall not affect
the Lease, which Lease shall continue in full force and effect. This
Rider and all rights conferred to Tenant herein shall wholly
extinguish and cease effect in the event that Tenant, after having
indicated its intent to exercise its Option or Right, thereafter fails
to perform in closing said purchase within the time allowed under this
Rider.
(k) Time of Essence. Time is of the essence of the contract formed
pursuant to this Right of First Refusal/Option to Purchase and of all
the terms and conditions hereof.
(1) Binding Effect. Any contract pursuant to this Rider shall inure to the
benefit of and be binding upon the parties hereto and their heirs,
executors, administrators, successors and assigns.
Page 27
(m) Contract. This Rider shall become a contract of purchase and sale
between the parties hereto according to all of the terms hereof upon
Tenant's exercise of the Right or Option pursuant to paragraph (b) or
(e) above.
(n) Marketing. Nothing herein shall prohibit or restrict Landlord's
ability to advertise or market the Premises for sale or to enter into
negotiations with any third party related to the sale of the Premises.
FULL SIGNATURE:
LANDLORD:
GENERAL AMERICAN LIFE INSURANCE COMPANY
By /s/ [ILLEGIBLE]
--------------------------------------
Name: [ILLEGIBLE]
Title: Authorized Representative
TENANT:
MEGA SYSTEMS AND CHEMICALS, INC.
By /s/ Xxxxxx Xxxxx
--------------------------------------
Name: XXXXXX XXXXX
Title: [ILLEGIBLE]
Page 28
RIDER FOUR
TENANT IMPROVEMENTS
1. Tenant Improvements. Reference herein to "Tenant Improvements" shall
include all work to be done in the Premises pursuant to the Tenant
Improvement Plans (defined in Paragraph 2 below), including, but not
limited to, partitioning, doors, ceilings, floor coverings, wall finishes
(including paint and wall covering), electrical (including lighting,
switching, etc.), plumbing, fixtures, heating, ventilating and air
conditioning, fire protection, cabinets and other millwork.
2. Tenant Improvements Plans. The architect and contractor which Tenant
desires to utilize for the Tenant Improvements shall be subject to
Landlord's prior approval. Immediately after the execution of the Lease,
Tenant agrees to meet with Tenant's space planner for the purpose of
promptly preparing a space plan for the layout of the Premises, and shall
submit such space plan to Landlord in a timely manner. Based upon such
space plan, Tenant's architect shall prepare final working drawings and
specifications for the Tenant Improvements. Such final working drawings and
specifications are referred to herein as the "Tenant Improvement Plans."
The Tenant Improvement Plans shall be approved by Landlord and Tenant and
shall thereafter be submitted to the appropriate governmental body by
Tenant's architect for plan checking and the issuance of a tenant
improvement permit. Landlord shall not unreasonably withhold its approval
of the Tenant Improvement Plans provided, that (a) such plans conform to
applicable governmental regulations and necessary governmental permits and
approvals have been secured; (b) the proposed Tenant Improvements are of a
nature and quality that are consistent with the overall objectives of
Landlord for the Building; and (c) the proposed Tenant Improvements will
not unreasonably delay Tenant's completion of the Tenant Improvements and
opening for business. Tenant, upon Landlord's approval, shall cause to be
made to the Tenant Improvement Plans any changes necessary to obtain the
tenant improvement permit. After final approval of the Tenant Improvement
Plans, no further changes may be made thereto without the prior written
approval from both Landlord and Tenant, and then only after agreement by
Tenant to pay any net excess costs resulting from the design and/or
construction of such changes. Tenant hereby acknowledges that any such
changes shall be subject to the terms of Paragraph 4 below. All Tenant
Improvements made shall remain on and be surrendered with the Premises upon
expiration of the Term.
3. Construction of Tenant Improvements. After the Tenant Improvement Plans
have been prepared and approved, the final pricing has been approved, a
contractor selected, a building permit for the Tenant Improvements has been
issued and the Building shell is completed to such an extent so as to allow
all or specified portions of the Tenant Improvement construction to begin
without disruption of completion of the Building shell and core
construction, Landlord shall permit the Tenant Improvement contractor and
Tenant's consultants and subcontractors to begin installation of the Tenant
Improvements
Page 29
in accordance with the Tenant Improvement Plans. Tenant shall supervise the
completion of such work and shall use reasonable commercial efforts to
secure substantial completion of the work on or before December 31, 1999.
The cost of such work shall be paid as provided in Paragraph 4 below.
4. Payment for the Tenant Improvements.
(a) Landlord hereby grants to Tenant a "Tenant Improvement Allowance" of
$709,590.00. The Tenant Improvement Allowance shall only be used for:
(i) Payment of the cost of preparing the space plan and the Tenant
Improvement Plans, including mechanical, electrical, plumbing
and structural drawings and of all other aspects necessary to
complete the Tenant Improvement Plans. The Tenant Improvement
Allowance will not be used for the payment of extraordinary
design work or for payments to any other consultants,
designers or architects other than Tenant's architect, which
excluded costs shall be borne solely by Tenant.
(ii) The payment of plan check, permit and license fees relating to
construction of the Tenant Improvements.
(iii) Construction of the Tenant Improvements, including, without
limitation, the following:
(aa) Installation within the Premises of all partitioning,
doors, floor coverings, coatings, wall coverings and
painting, millwork and similar items;
(bb) All electrical wiring, lighting fixtures, outlets and
switches, and other electrical work to be installed
within the Premises;
(cc) The furnishing and installation of all duct work,
terminal boxes, diffusers and accessories required for
the completion of the heating, ventilation and air
conditioning systems within the Premises, including the
cost of motor and key control for after-hour air
conditioning;
(dd) Any additional Tenant requirements including, but not
limited to, odor control, special heating, ventilation
and air conditioning, noise or vibration control or other
special systems;
(ee) All fire and life safety control systems such as fire
walls, sprinklers, halon and fire alarms, including
piping, wiring and accessories, installed within the
Premises;
Page 30
(ff) All plumbing, fixtures, pipes and accessories to be
installed within the Premises;
(gg) Testing and inspection costs; and
(hh) Contractor's fees, including but not limited to any fees
based on general conditions.
(b) The Tenant Improvement Allowance shall be paid in installments as
follows:
(i) Tenant shall submit to Xxxxxx Architectural Group Tenant's request
for disbursement relating to the construction of Tenant Improvements,
together with invoices and supporting documentation relating to work
performed through the date of Tenant's request; Xxxxxx Architectural
Group shall inspect the Premises and the work, at the cost and expense
of Tenant, and, if said work has been appropriately completed, shall
deliver to Landlord an executed AIA draw request with all pertinent
invoices and supporting documentation reflecting that all costs and
expenses incurred by Tenant in construction of said improvements
through the date of the request shall be paid in full out of the
requested disbursement and that the general contractor and all major,
material contractors, sub-contractors, suppliers and materialmen who
furnished any labor, services, materials and equipment in the
connection with the work for which the request is being made have
executed conditional lien waivers in content satisfactory to Landlord.
Also, Landlord, its duly authorized representatives, and/or an
engineer hired by Landlord, but whose reasonable costs and expenses
shall be paid by Tenant, shall have the right to inspect the work
prior to any such disbursement. Landlord shall process requests for
disbursement, by payment or denial, as appropriate, on a net thirty
(30) day basis. Tenant shall not submit requests for disbursement more
than one (1) time per month or for amounts less than $50,000.00.
(ii) Notwithstanding anything herein to the contrary, as a condition
to any request for disbursement following the initial disbursement
hereunder, Tenant shall deliver to Landlord unconditional lien waivers
executed by the general contractor and all major, material
contractors, sub-contractors, suppliers and materialmen who furnished
any labor, services, materials and equipment in connection with the
work for which the most recent prior disbursement was made hereunder,
in content satisfactory to Landlord. In the event Tenant fails to
deliver appropriate unconditional lien waivers as set forth above,
Landlord shall be entitled to withhold any further disbursements for
Tenant Improvements until said unconditional lien waivers are
received; and
(iii) In the event that the cost of installing the Tenant Improvements
shall exceed the Tenant Improvement Allowance, or if any of the Tenant
Improvements are not to be paid out of the Tenant Improvement
Allowance as provided in Paragraph 4(a) above, the excess shall be
paid by Tenant.
Page 31
(c) Any unused portion of the Tenant Improvement Allowance upon completion
of the Tenant Improvements shall not be refunded to Tenant or be
available to Tenant as a credit against any obligations of Tenant
under the Lease.
INITIALS:
LANDLORD: /s/ [ILLEGIBLE]
--------------------
TENANT: [ILLEGIBLE]
Page 32
RIDER FIVE
BROKER MATTERS
Landlord and Tenant each represent to the other that they have not entered into
any agreement or incurred any obligation in connection with this transaction
which might result in the obligation to pay a brokerage commission to any broker
other than CB Xxxxxxx Xxxxx, on behalf of Landlord, and Colliers International,
on behalf of Tenant. Landlord agrees to pay the six percent (6%) (Lease years
1-5) and thereafter three percent (3%) (Lease years 6-10) commission due to CB
Commercial in connection with this Lease (which CB Xxxxxxx Xxxxx shall split
with Colliers International, as appropriate). Landlord shall also pay CB Xxxxxxx
Xxxxx its appropriate commission upon Tenant's purchase of the Premises pursuant
to its Purchase Option (which CB Xxxxxxx Xxxxx shall split with Colliers
International, as appropriate). In the event Tenant purchases the Premises
pursuant to its Purchase Option, all leasing commissions previously paid shall
be credited against the sale commission to be paid at the time of said purchase.
INITIALS:
LANDLORD: /s/ [ILLEGIBLE]
--------------------
TENANT: [ILLEGIBLE]
LEASE GUARANTY
In order to induce GENERAL AMERICAN LIFE INSURANCE COMPANY ("Landlord"), a
Missouri corporation having an address at 000 Xxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx
00000 to enter into a Lease with MEGA SYSTEMS AND CHEMICALS, INC. ("Tenant"), a
Delaware corporation whose address is 00-000 Xxxx Xxxxxx, Xxxx Xxxxxx, XX 00000
of a portion of the premises known as 0000 Xxxx Xxxx Xxxxx, Xxxxx, Xxxxxxx, the
undersigned, ("Guarantor"), for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, hereby unconditionally and irrevocably
guarantees to Landlord the prompt payment by Tenant of all sums which may become
due and payable from time to time, and the performance by Tenant of all other
duties and obligations for which it may be obligated from time to time, under
the terms of the Lease, including any and all extensions and renewals thereof.
Guarantor hereby represents to Landlord that Guarantor will receive
substantial benefit from its execution and delivery of this Guaranty and that
such execution is in the interests of Guarantor.
Guarantor hereby waives notice of acceptance of this Guaranty, waives
diligence, presentment, and suit on the part of Landlord in the enforcement of
any liability, obligation, or duty guaranteed hereby. Guarantor's obligations
hereunder are not conditional upon notice or demand, except as expressly set
forth herein.
Landlord shall use best efforts to send to Guarantor copies of any notice
of default sent to Tenant simultaneously with the delivery of such notice to
Tenant. Guarantor shall have the right, but not the obligation, in place of
Tenant to cure said default within the cure period provided to Tenant under the
Lease; provided, however, Guarantor's cure period shall not begin to run until
Guarantor receives said written notice of Tenant's default. Copies of notices of
default shall be sent by certified mail, return receipt requested, postage
prepaid, or by overnight delivery, addressed to Guarantor at the address set
forth above, or to such other address as may be hereafter designated by
Guarantor in writing. Notice sent by certified mail, return receipt requested,
postage prepaid, shall be deemed received three days after deposit in U.S. Mail,
and notice sent by overnight delivery shall be deemed received upon delivery or
first attempted delivery.
No agreement of Landlord and Tenant to modify, amend, sublease or terminate
the Lease shall be binding on the Guarantor unless Guarantor has consented to
such action in writing. Guarantor's consent hereunder shall not be unreasonably
withheld.
Suit may be brought and maintained against Guarantor, by Landlord, to
enforce any liability, obligation, or duty guaranteed hereby, without joinder of
Tenant or any other person. The liability of Guarantor hereunder shall not be
impaired, modified, changed, released, or limited in any manner whatsoever by
(i) the invalidity, irregularity, unenforceability or other legal infirmity of
the obligations of the Lease, or any other documents executed in connection
therewith, as to Tenant for any reason; (ii) the unavailability of any remedy
for the enforcement thereof, for any reason whatsoever; (iii) the release of
Tenant from observance or performance of any of the agreements, covenants, terms
or conditions under any of said documents or instruments by operation of law,
whether with or without notice; or (iv) any exculpatory provision contained in
the Offer. No assignment, sublease, modification, amendment, expiration or
termination of the Lease or any of the documents or instruments executed in
connection therewith shall release Guarantor from its obligations hereunder
unless such assignment, sublease, modification, amendment, expiration or
termination releases Tenant from its obligations under the Lease.
Page 2
In the event any payment or performance by Tenant under the Lease is held
to constitute a preference under the bankruptcy laws, or if, for any other
reason, Landlord is required to refund such payment or pay the amount thereof to
any other party, such payment by Tenant to Landlord shall not constitute a
release of Guarantor from any liability hereunder, and this Guaranty shall
continue to be effective or shall be reinstated, as the case may be, to the
extent of any such payment or payments.
In the event default is made in the prompt payment or performance of any
amounts or actions when due and the matter is placed in the hands of an attorney
for collection or enforcement or suit is brought on same or is collected or
enforced through any legal proceedings whatever, then the undersigned agrees and
promises to pay, in addition to all other sums due, all costs of said collection
and enforcement, including a reasonable attorney's fee.
Guarantor shall have the right to assigns its duties, liabilities and
obligations only upon the prior written consent of Landlord, not to be
unreasonably withheld, and further conditioned upon satisfaction all of the
following requirements: i) the assignment must take place in the context of an
assignment of the Lease by Tenant, with Landlord's consent and in which Tenant
is released from all further duties, liabilities and obligations of Tenant under
the Lease; and ii) the assignee of Guarantor (or the assignee of Tenant) must
have a net worth and annual gross revenues at the date of the assignment in
excess of the net worth and annual gross revenues of Guarantor at the date of
this Guaranty, as determined by generally accepted accounting principles.
This Guaranty shall be construed in accordance with and governed by the
laws of the State of Arizona; and Landlord and Guarantor hereby agree that any
action or dispute between Beneficiary and Guarantor with respect to this
Guaranty may be asserted and maintained in any court of competent subject matter
jurisdiction.
This Guaranty shall be binding upon Guarantor and the successors of
Guarantor, and shall inure to the benefit of Landlord and Landlord's successors
and assigns, but upon termination of the Lease and satisfaction in full of all
of Tenant's obligations thereunder, this Guaranty shall then become null and
void and of no further effect.
EXECUTED on 06/15/99
UNITED STATES FILTER CORPORATION, a
Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: PRESIDENT - COO
Title: XXXXX X. XXXXXXX
Duly Authorized
BROOKHILL CORP.
XXXXXXX X. XXXX
PRESIDENT
March 29, 2001
VIA FACSIMILE
Xx. Xxxx Xxx
Mega Systems & Chemicals, Inc.
0000 Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
RE: 0000 XXXX XXXX XXXXX, XXXXX, XXXXXXX
Dear Xxxx:
As you are now aware your Landlord has changed its name to TBC 2000, LLC. Please
update your certificate of insurance to reflect the new name (TBC 2000, LLC) as
an additional insured. A copy of the new certificate may be mailed to the
address listed below.
If you have any questions, please call our office at (000) 000-0000.
Very truly yours,
TBC 2000, LLC
BY: Brookhill Corp. Manager
/s/ Xxxxxx Xxxx
-------------------------
Xxxxxx Xxxx, Secretary to Xxxxxxx X. Xxxx
MJH:ag
cc: Dee May Xxxxx
Xxxxxxxx Xxxxx Xxxxxx and
Xxxxx Xxxxxxxxxx
0000 XXXXX XXXX XXXXXXXXX, XXXXX 0000, XXXXX XXXXXX, XXXXXXXXXX 00000
TEL. (000) 000-0000 - FAX (310) 000-00X0
[GENERAL AMERICAN LOGO]
National Headquarters
000 Xxxxxx Xxxxxx
products to value, people to trust Xx. Xxxxx. XX 00000
Mailing: X.X. Xxx 000
Xx. Xxxxx. XX 00000
July 6, 1999
MEGA Systems & Chemicals, Inc.
000 Xxxxx XxXxxx Xxxxxx
Xxxxxxxx, XX
AMENDMENT
Re: GA Property No. 17355
Lease of Building 4 of Tempe
Business Center - 0000 Xxxx
Xxxxxxx Xxx, Xxxxx, Xxxxxxx
Dear Gentlemen:
In response to your recent request relating to that certain Standard Form of
Industrial Lease dated June 15, 1999 between General American Life Insurance
Company and MEGA Systems & Chemicals, Inc. relating to the captioned property,
this letter is to confirm that Section 1.6 of the Lease is hereby amended by
deleting the second sentence of such section and replacing such sentence with
the following: "The Lease Term shall commence the earlier of October 1, 1999 or
the date on which the City of Tempe issues a Certificate of Occupancy pertaining
to the Premises." The foregoing amendment does not, however, modify your
obligation to diligently pursue the completion of your tenant improvements.
Furthermore, Exhibit A to the Lease is hereby deleted and replaced with the
attached Exhibit A, which contains an outline of the Premises in a contrasting
color.
Except as expressly set forth above, the Lease shall continue in full force and
effect, unmodified hereby. Please indicate your agreement with the terms and
provisions of this letter by countersigning the enclosed duplicate original
where indicated below and returning one countersigned original to the
undersigned. Notwithstanding anything herein to the contrary, the effectiveness
of the Lease amendments set forth in this letter are contingent and conditioned
upon the written consent to said amendments by United States Filter Corporation,
as set forth below.
Very truly yours,
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: [ILLEGIBLE]
--------------------------------------------
Title: Vice President/Authorized Representative
cc: Xxxx Xxxxxxx -- X0-00
Xxxxxx Xxxx -- Xxxxxxx Investment Office
MEGA Systems and Chemicals, Inc.
July 6, 1999
Page 2
The undersigned, MEGA Systems and Chemicals, Inc., hereby agrees to and
acknowledges the terms and provisions of the foregoing letter, and the Lease
amendments set forth therein as of this 21st day of July, 1999:
MEGA Systems and Chemicals, Inc.
By: /s/ XXX XXXXX
-----------------------------
Name: Xxx Xxxxx
Title: Vice President
The undersigned, United States Filter Corporation, hereby consents to the
amendments of the Lease set forth in the foregoing letter as of this 21st day
of July, 1999.
United States Filter Corporation
By: /s/ XXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President and COO
Enclosure
EXHIBIT A
TEMPE BUSINESS CENTER
[FLOOR PLAN]
