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EXHIBIT 10.10
COMMERCIAL OFFICE LEASE
This Lease Agreement ("Lease") is entered into this 14th day of June
1996 ("Effective Date") by and between the 12/31/87 Trusts of Xxxxx X., Xxxxx
X., and Xxxx X. Xxx, c/o Amkor Electronics, Inc., 0000 Xxxxxxxxxx Xxxxx, Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000 ("Lessors") and Amkor Electronics, Inc., a
Pennsylvania corporation, with its principal office at 0000 Xxxxxxxxxx Xxxxx,
Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000 ("Lessee").
1. PREMISES
a. Lessors do hereby lease to Lessee and Lessee does hereby lease
from Lessors those certain premises located at 0000 Xxxxx Xxx
Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx and consisting of approximately
42,682 square feet (the "Premises").
b. Said letting is upon and subject to the terms, covenants and
conditions herein set forth, and Lessors and Lessee covenant
as a material part of the consideration for this Lease to keep
and perform each and all of said terms, covenants and
conditions by it to be kept and performed and that this Lease
is made upon the condition of such performance.
2. PURPOSE
The Premises are to be used for conducting Lessee's lawful business
activities and for no other purposes without the written consent of
Lessors.
3. TERM
The initial term of this Lease shall be for a period of 10 (ten) years
beginning on the first (1st) day of June 1996 and ending on the
thirty-first (31st) day of May 2006. The Lease may thereafter be
extended pursuant to paragraph 20 herein.
4. RENT
a. Guaranteed Minimum Monthly Rental
Lessee shall pay to Lessors during the term of this Lease,
beginning June 1, 1996 (or upon such date as the Premises are
available for Lessee's occupancy) and continuing through the
expiration of this Lease ending May 31, 2006, the annual
rental of Six Hundred Forty Thousand Two Hundred Thirty
Dollars ($640,230) paid in equal monthly installments of Fifty
Three Thousand Three Hundred Fifty Two Dollars and Fifty Cents
($53,352.50) in advance on the first day of each and every
month during the term of this Lease. If the Guaranteed Monthly
Rental is not received by Lessors within ten (10) days of its
due date, it is in default. Any Guaranteed Minimum
Monthly Rent in default may be subject, at Lessors'
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discretion, to an additional charge of five percent (5%) per
month on the unpaid balance thereof as a late charge. In
addition to Guaranteed Rent, Lessee agrees to pay any excise,
privilege or sales taxes or any tax levied on the rental or
the receipt thereof, except Lessors' income tax.
Said rental shall be paid to Lessors by check or wire transfer
in equal amounts to Xxxxx X. Xxx as Trustee for the 12/31/87
Trust of Xxxxx X. Xxx; Xxxxx X. Yjm as Trustee for the
12/31/87 Trust of Xxxxx X. Yjm; and Xxxx X. Xxx as Trustee for
the 12/31/87 Trust of Xxxx X. Xxx, in lawful money of the
United States of America at 0000 Xxxxxxxxxx Xxxxx, Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000, or to such other person or at
such other place as Lessors may from time to time designate in
writing.
b. Rental Adjustments
Effective January 1, 1998 and on January I ("Adjustment Date")
of each year during the term of this Lease and any extension
hereto, the Guaranteed Minimum Monthly Rental shall be
adjusted in accordance with the increase in the Consumer Price
Index ("CPI") as published by the Bureau of Labor statistics
of the U.S. Department of Labor. The CPI published for the
month nearest (but preceding) the month in which the term
commences shall be the Base Index. The Base Rent shall be
adjusted by multiplying the Base Rent by a factor computed by
adding one (1) to fifty percent (50%) of a fraction, the
numerator of which shall be the difference between the CPI for
the month nearest (but preceding) the Adjustment Date and the
Base Index and the denominator of which shall be the Base
Index.
5. ADDITIONAL EXPENSES
Lessee shall pay all local, state, and federal taxes, charges,
assessments, government fees of any kind, or like expenses, imposed
upon the Premises during the term of the Lease. Lessee shall further
pay all other expenses including, but not limited to management,
utilities, janitorial, maintenance of building, grounds, insurance,
etc.
6. CARE OF PREMISES, ALTERATIONS, ETC.
Lessee shall take good care of the Premises and shall, at Lessee's own
cost and expense make all repairs to the Premises and fixtures other
than structural repairs. At the end of the term of this Lease, Lessee
shall deliver the Premises in good order and condition, damages by
ordinary wear and tear excepted.
a. The Lessee shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and
requirements of any governmental or quasi-governmental
authority, including departments, bureaus and the like, having
jurisdiction applicable to the Premises, for the correction,
prevention, and abatement of
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violations, nuisances or other grievances, in, upon, or
connected with the Premises during the term of this Lease, at
the Lessee's own cost and expense.
b. Lessee, Lessee's successors, heirs, executors or
administrators shall not make any alterations to the Premises
without the Lessors' consent in writing, or occupy, or permit
or suffer the same to be occupied for any business or purpose
deemed disreputable or extra-hazardous on account of fire,
under the penalty of damages and forfeiture, and in the event
of a breach thereof, the term herein shall immediately cease
and terminate at the option of the Lessors as if it were the
expiration of the original term.
c. Lessee will not do anything in or to the Premises, or bring
anything into the Premises, or permit anything to be done or
brought into or kept in the Premises, which will in any way
increase the rate of insurance on said Premises, nor use the
Premises or any part thereof, nor allow or permit its use for
any business or purpose which would cause an increase in the
rate of insurance on said building, and the Lessee agrees to
pay as additional rent the cost of any increase in insurance
on demand by Lessors.
7. REAL ESTATE TAXES
Lessee acknowledges that the Premises comprise one hundred percent
(100%) of the building, and Lessee shall be responsible for the payment
of all real estate taxes assessed against the Premises. In the event
that real estate taxes due and owing by Lessors for the building shall
be increased above those charges during the base year (which is defined
as the tax or fiscal year used by the governmental authority assessing
such taxes in effect on the commencement date of this Lease), Lessee
agrees to pay as additional rent within thirty (30) days of receipt of
notice from Lessors, an amount equal to such additional real estate
taxes.
8. SERVICES AND UTILITIES
Lessee shall pay for all telephone and other such services for the
leased Premises as contracted for by Lessee.
9. PERSONAL PROPERTY TAXES
Lessee agrees to pay or cause to be paid, before delinquency, any and
all taxes levied or assessed and which become payable during the term
hereof upon all equipment, furniture, fixtures, and other personal
property located in the Premises.
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10. DAMAGE TO THE PREMISES
Lessee must give Lessors prompt notice of fire, accident, casualty,
damage or dangerous or defective conditions with respect to the
Premises. Lessors shall only be responsible for the damaged structural
parts of the Premises. Lessors are not required to repair or replace
any equipment, fixtures, furnishings or decorations unless originally
installed by Lessors. Lessors are not responsible for delays due to
settling insurance claims, obtaining estimates, labor and supply
problems or any other cause not fully under Lessors' control.
a. If the fire or other casualty is caused by an act or neglect
of Lessee, Lessee's employees or persons on the Premises with
permission of Lessee, or at the time of the fire or casualty
Lessee is in default in any term of this Lease, then a repairs
will be made at Lessee's expense and Lessee must pay the full
rent with no adjustment. The cost of the repairs will be added
to the rent.
b. Lessors have the right to demolish or rebuild the building if
there is substantial damage by fire or other casualty. Lessors
may cancel this Lease within thirty (30) days after the
substantial fire or casualty by giving Lessee notice of
Lessors' intention to demolish or rebuild. The Lease will end
thirty (30) days after Lessors' cancellation notice to Lessee.
Lessee must deliver the Premises to Lessors on or before the
cancellation date in the notice and pay all rent due to the
date of the fire or casualty. If the Lease is canceled,
Lessors are not required to repair the Premises or building.
The cancellation does not release Lessee of liability in
connection with the fire or casualty.
11. INSPECTION AND ENTRY BY LESSORS
Lessee agrees that Lessors and Lessors' agents and other
representatives shall have the right to enter into and upon the
Premises, or any part hereof, at all reasonable hours for the purpose
of examining the same, or making such repairs or alterations therein as
may be necessary for the safety and preservation of the Premises.
12. LIENS
Lessee shall keep the Premises and the property in which the Premises
are situated free from any liens arising out of any work performed for,
materials furnished to, or obligations incurred by Lessee.
13. INDEMNIFICATION OF LESSORS
Lessee shall hold Lessors harmless from and defend Lessors against any
and all claims of liability for any injury or damage to any person or
property whatsoever: (1) occurring in, on, or about the Premises or any
part thereof, and, (2) occurring in, on, or about any facilities
(including, without prejudice to the generality of the term
"facilities," stairways, passageways, hallways, and parking areas), the
use of which Lessee may have in
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conjunction with other tenants of the building, when such injury or
damage is caused in part or in whole by the act, neglect, fault of or
omission of any duty with respect to the same by Lessee, its agents,
servants, employees, or invitees.
14. INSURANCE
Lessee agrees to provide, pay for, and maintain in full force and
effect during the entire term of this Lease liability insurance
insuring Lessors against any loss or damage sustained or to which
Lessors may be subject by reason of Lessee's occupancy and use of the
Premises, which policy shall have the following limits of liability:
(1) commercial general liability of One Million Dollars ($1,000,000)
which includes bodily injury and property damage; and, (2) insurance
for fire and other perils up to a limit of Five Million Dollars
($5,000,000). Lessee agrees to furnish to Lessors, prior to the
Effective Date of this Lease, a binder or other such certificate
evidencing such insurance coverage. Said certificate shall also name
Lessors as additional insured, as well as loss payee and certificate
holder.
Lessee agrees that it will, at its own cost and expense, keep its
furniture, fixtures, equipment, records, and personal property insured
against loss or damage by fire or other peril normally covered by
"extended coverage" endorsements, and shall deliver to Lessors prior to
the Effective Date of this Lease, a binder or other such certificate of
such insurance coverage.
15. SUBLETTING OR ASSIGNMENT
Neither the Premises nor any portion of the Premises may be sublet, nor
may this Lease be assigned without the express written consent of
Lessors upon such terms and conditions as Lessors may require.
16. DEFAULT
If Lessee defaults in fulfilling any of the terms and conditions of
this Lease other than the payment of rent or additional rent; or if the
Premises becomes vacant or deserted; or if any execution or attachment
shall be issued against Lessee or any of Lessee's property located or
situated at or on the Premises whereby the Premises shall be taken or
occupied by someone other than Lessee; or if this Lease shall be
rejected under any applicable provision of the bankruptcy laws; or if
Lessee shall fail to take possession within fifteen (15)days of the
commencement of this Lease; and upon Lessors serving written notice to
Lessee specifying the nature of the default, Lessee shall have thirty
(30) days from the date of receipt of such notice to cure the default
(or if such default cannot be cured within such period, Lessee must
diligently and in good faith proceed to cure the default). If Lessee
shall have failed to cure or proceed to cure the default within such
period, Lessors may serve a thirty (30) day notice of cancellation of
this Lease upon Lessee and upon the expiration of the cancellation
period this Lease shall terminate and expire and Lessee shall
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quit and surrender the Premises to Lessors but Lessee shall remain
liable as provided in this Lease.
If after default in payment of rent or violation of any other provision
of this Lease, or upon the expiration of this Lease, Lessee moves out
or is dispossessed and fails to remove any trade fixtures or other
property prior to such said default, removal, expiration of Lease, or
prior to the issuance of the final order or execution of the warrant,
then and in that event, the said fixtures and property shall be deemed
abandoned by the said Lessee and shall become the property of Lessors.
17. NO WAIVER BY LESSORS
The failure of Lessors to insist upon a strict performance of any of
the terms, conditions and covenants herein shall not be deemed a waiver
of any rights or remedies that Lessors may have, and shall not be
deemed a waiver of any subsequent breach or default in the terms,
conditions and covenants herein contained. This instrument may not be
changed, modified, discharged or terminated orally.
18. SUBORDINATION, ATTORNMENT
a. This Lease, at Lessors' option, shall be subordinate to the
lien of any first deed of trust or first mortgage subsequently
placed upon the real property of which the leased Premises are
a part, and to any and all advances made on the security
thereof, and to all renewals, modifications, consolidations,
replacements, and extensions thereof, provided, however, that
as to the hen of any such deed of trust or mortgage, Lessee's
right to quiet possession of the Premises shall not be
disturbed if Lessee is not in default and so long as Lessee
shall pay the rent and observe and perform all of the
provisions of this Lease, unless this Lease is otherwise
terminated pursuant to its terms. Lessee agrees to execute all
reasonable and customary documents as would be required of
Lessors by any financial institution through which Lessors may
apply for a mortgage upon the property.
b. In the event any proceedings are brought for foreclosure, or
in the event of the exercise of the power of sale under any
mortgage or deed of trust made by the Lessors covering the
demised Premises, Lessee shall attorn to the purchaser as the
Lessors under this Lease.
c. If upon any sale, assignment, or hypothecation of the leased
Premises or the land thereunder by Lessors, or at any other
time, an estoppel certificate shall be requested of Lessee,
Lessee agrees to deliver such estoppel certificate (in
recordable form) addressed to any such proposed mortgagee or
purchaser or to the Lessors certifying the requested
information, including among other things the dates of
commencement and termination of this Lease, the amounts of
security deposits, and that this Lease is in full force and
effect (if such be the case) and that
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there are no differences, offsets or defaults that actually
exist. Lessee shall be liable for any loss or liability
resulting from any incorrect information certified, and such
mortgagee and purchaser shall have the right to rely on such
estoppel certificate. Lessee shall in the same manner
acknowledge and execute any assignment of rights to received
rents as required by any mortgagee of Lessors.
19. EMINENT DOMAIN
If all or any part of the Premises shall be taken or appropriated by
any public or quasipublic authority under the power of eminent domain,
either party hereto shall have the right, at its option, to terminate
this Lease, and Lessors shall be entitled to any and all income, rent,
award, or any interest therein whatsoever which may be paid or made in
connection with such public or quasi-public use or purpose, and Lessee
shall not have a claim against Lessors for the value of any unexpired
term of this Lease. If a part of the Premises shall be so taken or
appropriated and neither party hereto shall elect to terminate this
Lease, the rental thereafter to be paid shall be equitably reduced.
Before Lessee may terminate this Lease by reason of taking or
appropriation as above provided, such taking or appropriation shall be
of such an extent and nature as to substantially handicap, impede, or
impair Lessee's use of the Premises. If any part of the building other
than the Premises shall be so taken or appropriated, Lessors shall have
the right, at their option, to terminate this Lease and shall be
entitled to the entire award, as above provided.
20. OPTION TO RENEW
Lessee shall have an option to renew the Lease for an additional ten
(10) year term. Said option shall be on the same terms and conditions
as the terms and conditions contained herein. In order to exercise this
option, Lessee shall notify the Lessors of its intention to exercise
this option six (6) months prior to the original termination date.
21. NOTICES
All notices and demands which may or are required to be given by either
party to the other hereunder shall be in writing. All notices and
demands by the Lessors to the Lessee shall be sent by United States
certified and registered mail, postage prepaid, addressed to the Lessee
at the Premises, or to such other place as the Lessee may from time to
time designate in a notice to the Lessors. All notices and demands by
the Lessee to the Lessors shall be sent by United States certified and
registered mail, postage prepaid, addressed to the Lessors at 0000
Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000 or such other person
or place as the Lessors may from time to time designate in a notice to
the Lessee. Notice or demand shall be deemed complete upon mailing.
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22. QUIET POSSESSION
Lessors covenant that Lessee, on paying the rent and additional rent,
and faithfully performing the covenants required or imposed upon
Lessee, shall and may peacefully and quietly have, hold and enjoy the
Premises for the term of this Lease, provided however, that this
covenant shall be conditioned upon the retention of title to the
Premises by the Lessors.
23. SUCCESSORS AND ASSIGNS
The covenants and conditions herein contained shall, subject to the
provisions as to assignment, apply to and bind the heirs, successors,
executors, administrators, and assigns of the parties hereto.
24. GOVERNING LAW
This Lease shall be interpreted and construed in accordance with the
laws of the Commonwealth of Pennsylvania.
25. ENTIRE AGREEMENT
This instrument contains the entire agreement between the parties and
the execution hereof has not been induced by either party by any
presentation, promises, or understandings not expressed herein. Any
changes or modifications to this Lease must be by way of a writing
executed by all parties hereto.
IN WITNESS WHEREOF, the parties hereto have set their hand and seal as of the
date and year first written above.
The 12/31/87 Trusts of Xxxxx X., Amkor Electronics, Inc.
Xxxxx X., and Xxxx X. Xxx
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxx
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Xxxxx X. Xxxxxxxxx Xxxxx Xxxxxxxx, Executive VP
As Agent for the 12/31/87 Trusts
of Xxxxx X., Xxxxx X., and Xxxx X.
Xxx
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AMENDMENT TO COMMERCIAL OFFICE LEASE
This Amendment to Commercial Office Lease ("Amendment") is entered into
this 24th day of April 1997 by and between the 12/31/87 Trusts of Xxxxx X.,
Xxxxx X., and Xxxx X. Xxx ("Lessors"), c/o Amkor Electronics, Inc., Attn. Xxxxx
X. Xxxxxxxxx, Agent, 0000 Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000 and
Amkor Electronics, Inc., ("Lessee") a Pennsylvania corporation, with its
principal office at 0000 Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000
(collectively "Parties").
WHEREAS, the Parties entered into a Commercial Office Lease dated June
14, 1996 ("Lease") under which the Lessors did demise and let unto Lessee that
certain 42,682 square foot building located at 0000 Xxxxx Xxxxx Xxxx, Xxxxxxxx,
Xxxxxxx ("Premises"); and
WHEREAS, the Parties desire to amend Section 13 of said Lease.
NOW, THEREFORE, intending to be legally bound, the Parties hereby agree
as follows:
1. The current provision under Section 13 shall be designated and
hereinafter referred to as subpart "a" and the following new subpart
"b" shall be hereby added:
13. INDEMNIFICATION OF LESSORS
b. Lessee shall further indemnify, defend and hold the
Lessors harmless from and against all claims,
expenses, liabilities, loss, damage costs, including
any actions or proceedings in connection therewith
and including reasonable attorneys' fees, incurred in
connection with, arising from, due to or as a result
of Lessee's, or any other party's, actions,
inactions, fault, negligence or performance or
non-performance of any responsibilities or
obligations with respect to the Premises and related
common areas under a certain Maintenance and
Indemnity Agreement executed between Lessee and
Lessors and dated April 24, 1997. Notwithstanding any
of the provisions of this Section b to the contrary,
Lessors and Lessee hereby waive any right of recovery
against the other for any loss, damage or injury to
the extent the same is covered by any applicable
policies of insurance.
2. All other terms and conditions of the Lease shall remain in full force
and effect.
IN WITNESS WHEREOF, the Parties hereto have set their hand and seal as
of the date and year first written above.
The 12/31/87 Trusts of Xxxxx X., Amkor Electronics, Inc.
Xxxxx X., and Xxxx X. Xxx
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxx
-------------------------------------- ----------------------------
Xxxxx X. Xxxxxxxxx Xxxxx Xxxxxxxx, Executive VP
As Agent for the 12/31/87 Trusts
of Xxxxx X., Xxxxx X., and Xxxx X. Xxx
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SECOND AMENDMENT TO COMMERCIAL OFFICE LEASE
This Amendment to Commercial Office Lease ("Amendment") is entered into
20th day of May 1997 by and between the 12/31/87 Trusts of Xxxxx X., Xxxxx X.,
and Xxxx X. Aim ("Lessors"), c/o Amkor Electronics, Inc., Xxx. Xxxxx X.
Xxxxxxxxx, Agent, 0000 Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000 and
Amkor Electronics, Inc. ("Lessee"), a Pennsylvania corporation, with its
principal office at 0000 Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000
(collectively "Parties").
WHEREAS, the Parties entered into a Commercial Office Lease dated June
14, 1996 ("Lease") under which the Lessors did demise and let unto Lessee that
certain 42,682 square foot building located at 0000 Xxxxx Xxxxx Xxxx, Xxxxxxxx,
Xxxxxxx ("Premises"), as amended by that certain Amendment to Commercial Office
Lease dated April 24, 1997; and
WHEREAS, the Parties desire to amend Section 3 of said Lease in regard
to the term thereof NOW, THEREFORE, intending to be legally bound, the Parties
hereby agree as follows:
1. The initial term of the Lease shall be extended for an additional
five (5) years revising the term from ten (10) years to fifteen (15) years.
Section 3 is hereby amended to read as follows:
"The initial term of this Lease shall be for a period of
fifteen (15) years beginning on the first (1st) day of June
1996 and ending on the thirty-first (31st) day of May 2011."
2. All other terms and conditions of the Lease shall remain in full
force and effect.
IN WITNESS WHEREOF, the Parties hereto have set their hand and seal as
of the date and year first written above.
The 12/31/87 Trusts of Xxxxx X., Amkor Electronics, Inc.
Xxxxx X., and Xxxx X. Xxx
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxx
-------------------------------------- ----------------------------
Xxxxx X. Xxxxxxxxx Xxxxx Xxxxxxxx, Executive VP
As Agent for the 12/31/87 Trusts
of Xxxxx X., Xxxxx X., and Xxxx X. Xxx
