Exhibit 10.15
5TH AMENDMENT TO LEASE AGREEMENT
This 5th Amendment to Lease Agreement is entered into this ________ day of
________________ 1997 by and between UBP PARTNERS LIMITED, a Texas Limited
Partnership (hereinafter referred to as "Landlord") and AMERICAN TELESOURCE
INTERNATIONAL, A Texas Corporation (hereinafter referred to as "Tenant"):
WITNESSETH:
WHEREAS, by Lease Agreement dated March 25, 1994, Landlord leased to Tenant
approximately 4,000 square feet of office space located at 00000 Xxxxxxx Xxxx.,
Xxxxx 000, in the University Business Park, legally described as Xxx 0, Xxxxx 0,
Xxx Xxxx Xxxxx 17386, UNIVERSITY BUSINESS PARK, UNITE 1, in the City of San
Antonio, Bexar County, Texas, according to plat thereof recorded in Volume 9506,
Page 165, Deed and Plat Records of Bexar County, Texas, and;
WHEREAS, by a 1st Amendment to Lease Agreement executed by both Landlord
and Tenant on April 11, 1994, the size of the Premises was increased from 4,000
square feet to 5,402 square feet and;
WHEREAS, by a 2nd Amendment to Lease Agreement executed by both Landlord
and Tenant on September 30, 1994, the size of the Premises was increased from
5,042 square feet to 6,350 square feet, and;
WHEREAS, by a 3rd Amendment to Lease Agreement executed by both Landlord
and Tenant on March 21, 1996, the size of the Premises was increased from 6,350
square feet to 8,219 square feet, and;
WHEREAS, by 4th Amendment to Lease Agreement executed by both Landlord and
Tenant on August 1, 1996, the size of the Premises was increased from 8,219
square feet to 11,819 square feet (hereinafter the Lease Agreement are
collectively referred to as the "Lease Agreement"), and;
WHEREAS, Landlord and Tenant desire to further amend said Lease Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual benefits to
accrue to Landlord and Tenant under and by virtue of this 5th Amendment to Lease
Agreement, Landlord and Tenant agree that Effective July 1, 1997, the following
designated article(s) of the Lease Agreement shall be, and are hereby amended as
follows:
A. TERM - ARTICLE 1(e): The term of the Lease is hereby extended to provide
for a termination date of August 30, 2002.
B. BASE RENT-AMOUNT AND PAYMENT - ARTICLE 1(f): Effective August 1, 1996,
the rent payable to Landlord under the terms of the Lease shall be
increased to conform to the following schedule:
PER SQFT
--------
DATE MONTHLY ANNUALIZED
---- ------- ----------
07/01/97 - 08/30/97 $6,365.60 $6.46
09/01/97 - 06/30/98 $7,365.60 $7.48
07/01/98 - 06/30/99 $7,785.76 $7.90
07/01/99 - 06/30/01 $8,206.83 $8.33
07/01/01 - 08/30/02 $8,987.00 $9.12
C. ALTERATIONS AND IMPROVEMENTS TO THE PREMISES: Tenant shall make
alterations, additions and improvements to the premises which involve the
installation of interior partitions (framing and drywall), plumbing,
electrical wiring, air conditioning, heating or ventilation systems, or the
fire sprinkler system, according to complete and detailed and detailed sets
of plans and specifications approved by both Landlord and Tenant. The
following provisions numbered 1-12 shall govern the construction of the
alterations and improvements within the premises:
1. All work undertaken by Tenant shall be at Tenant's expense and shall not
damage the building or any part thereof, or any of Landlord's other
property.
2. Work undertaken by Tenant and at Tenant's own expense during the general
construction shall be awarded to a reputable responsible contractor of
Tenant's choosing, provided with approval not to be unreasonably
withheld, that such other contractor must be approved in advance by
Landlord in writing. All materials used shall be new and all
construction shall be done in a first class and workmanlike manner.
3. Tenant must obtain all necessary licenses and permits prior to the
commencement of Tenant's Work, unless otherwise agreed in writing by
Landlord.
4. Tenant shall give Landlord an affidavit of final waiver of lien from all
contractors, subs, materialmen, and suppliers, and delivery to Landlord
by Tenant of a Certificate of Occupancy for the premises along with the
other necessary written approvals and certifications from applicable
governmental authorities, evidencing compliance with zoning, building,
fire, health, environmental, handicapped and other pertinent laws, rules
and regulations applicable to Tenant's Work.
5. Tenant shall make application and deposit for water electricity, and
telephone to the proper agency to service. Tenant shall also procure
fire extinguishers as required by the Fire Xxxxxxxx. These items should
be done as far in advance as possible to avoid unnecessary delays in
opening.
6. Landlord will pay to Tenant a finish-out allowance of $30,000.00 or the
----------
actual amount of Tenant's finish-out expense, whichever is less (if a
contractor other than Landlord's contractor performs Tenant's Work,
Tenant shall provide Landlord with bills, invoices, waivers of liens
signed by all persons performing work on or delivering materials to the
premises in a form satisfactory to Landlord, together with contracts and
other related documentation reasonably requested by Landlord necessary
to verify such items). Said allowance will be paid to Tenant at such
time as Tenant provides Landlord with all the requirements described in
"Paragraph 4" above and Landlord's management approves Tenant's Work.
7. Tenant hereby assumes any and all liability, including but not
limited to any liability arising out of statutory or common law, for any
and all injuries to or death of any and all persons and any liability
for any and all damaged property caused by, resulting from, or arising
out of any act or omission on the part of Tenant, its contractors and
its or their subcontractors or employees in the performance of Tenant's
Work. Tenant shall hold harmless and indemnify Landlord from and against
any and all loss, liability, damage and/or expenses which landlord, its
principals, agents, employees, or other tenants may incur on account of
death, bodily injury or property damage caused by, arising out of or
occurring in relation to Tenant's work and/or the acts or omissions of
Tenant, its contractors and its or their subcontractors.
8. All costs of Tenant's work shall be paid promptly so as to prevent the
assertion of any liens for labor or materials. Tenant shall hold
harmless and indemnify Landlord from and against any and all loss,
liability, damage and expenses resulting from or related to the
assertion of any liens on account of labor or materials furnished as a
part of, or in connection with, Tenant's Work. In the event any liens
are asserted against the Demised Premises or the
project on account of any labor or materials furnished as a part of, or
in connection with, Tenant's Work, and such liens are not immediately
released or removed from such Demised Premises or the project within
three (3) days of the date of such assertion, Landlord, at its elect,
may require that Tenant furnish bond or other security as Landlord deems
satisfactory to protect Landlord against any such loss, liability or
damage, or Landlord may pay all such sums necessary to the obligee
asserting such lien and may thereafter charge the Tenant all such sums
paid out, along with interest at the highest legal rate, as additional
rent hereunder, to be paid upon demand therefore by Landlord.
9. Tenant shall immediately notify Landlord of the completion of Tenant's
Work, and Landlord shall review Tenant's Work to inspect its conformity
with the approved plans and specifications. In the event any part of
Tenant's Work shall be found by Landlord to be nonconforming to such
approved plans and specifications, Tenant shall promptly repair same,
and in the event Tenant fails to promptly make such repairs Landlord
shall have the right to repair same at Tenant's expense and Tenant shall
reimburse Landlord for such expense upon Landlord's demand, along with
interest thereon at the highest legal rate, as additional rent
hereunder. Tenant's work shall not be deemed complete until Landlord has
inspected it and approved its conformity with the approved plans and
specifications, and Landlord agrees to make such inspection promptly.
Any approval or consent by Landlord shall in no way obligate Landlord in
any manner whatsoever in respect to the finished product design and/or
construction by tenant. Any deficiency in design or construction,
although same had prior approval by Landlord, shall be solely the
responsibility of Tenant. Any deficiency or defect in the design or
construction of Tenant's Work shall not be waived by Landlord's
inspection of the Demised Premises whether or not such deficiency or
defect in the design or construction is objected to by Landlord.
10. All of Tenant's work shall be done in strict accordance with all
applicable governmental laws, rules, regulations, ordinances,
requirement and standards, and any particular requirements of insurance
companies which provide insurance to the Demised Promises and the
building in which the Demised Premises are located, and any other
insurance companies with applicable coverage.
11. Tenant shall cause each contractor and subcontractor doing Tenant's work
to guarantee and warrant, in writing, that the work done by it shall be
free from any defects in workmanship and materials for a period of not
less than one year from the date of its completion and acceptance by
Landlord thereof. All such warranties or guaranties with respect to
Tenant's work shall be contained in the applicable contract or
subcontract, and shall provide that such guaranties or warranties shall
inure to the benefit of both landlord and Tenant shall provide Landlord
with such contracts or other evidence of warranties or guaranties as
Landlord may desire, from time to time, Tenant covenants to give
Landlord any assignment or other assurance necessary to effect such
right of direct enforcement.
12. Tenant, its contractors and subcontractors, shall remove all trash,
debris and rubbish from the Demised Premises at least once a week, and
shall ensure that no trash, debris or rubbish is visible to the patrons
of the project. If at any time Tenant's contractors or subcontractors
shall neglect, refuse or fail to remove any such trash, debris or refuse
or fail to remove any such trash, debris or surplus materials, Landlord
may remove same at Tenant's expense, and Tenant shall reimburse Landlord
for such expenses upon demand by Landlord, together with interest
thereon at the highest legal rate.
Except as herein amended, the Lease Agreement dated March 25, 1994, by and
between Landlord and Tenant and all subsequent Amendments to Lease Agreement,
shall remain in full force and effect in accordance with their respective terms
and provisions.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands the
day and year first above written.
Landlord: Tenant:
UBP PARTNERS LIMITED AMERICAN TELESOURCE
INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx By: /s/ H. Xxxxxxx Xxxxxxxx
------------------------------ -----------------------------
Title: General Partner Title: Chief Financial Officer
--------------------------- --------------------------
Date: August 8, 1997 Date: July 30, 1997
---------------------------- ---------------------------
