SEVENTH ADDENDUM TO LEASE
Exhibit 10.62
SEVENTH ADDENDUM TO LEASE
THIS SEVENTH ADDENDUM TO LEASE (the “Seventh Addendum”) is made and entered into as of
the 13th day of March, 2007, by and between AMB HTD — BEACON CENTRE, LLC. a Florida limited
liability company (the “Landlord”), and SED INTERNATIONAL, INC., a Georgia corporation (the
“Tenant”).
W
I T N E S S E
T H:
WHEREAS, Landlord (as successor-in-interest to New World Partners Joint Venture Number Two)
and Tenant (as successor-in-interest to Southern Electronics
Distributors, Inc.) are parties to
that certain Lease-Industrial Commercial, dated August 9, 1993, whereby Landlord’s predecessor
leased to Tenant’s predecessor, and Tenant’s predecessor leased from Landlord’s predecessor, the
Premises, as defined in the Lease, consisting of approximately 15,420 rentable square feet in
Xxxxxxxx 0 xx Xxxxxx Xxxxxx, Xxxxx, Xxxxxxx;
WHEREAS, the Lease-Industrial Commercial was amended by that certain Addendum to Lease, of
even date with the Lease-Industrial Commercial; and
WHEREAS, the Lease-Industrial Commercial was further amended by that certain Second Addendum
to Lease, dated January 10, 1996, whereby the Premises was relocated to that certain space in
Building 2 of Beacon Centre, consisting of approximately thirty-one thousand two hundred fifty-two
(31,252) rentable square feet, with an address of 0000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000; and
WHEREAS, the Lease-Industrial Commercial was further amended by that certain Third Addendum
to Lease, dated July 24, 1996, whereby the Premises was increased to sixty-one thousand twelve
(61,012) rentable square feet (which includes approximately eight thousand five hundred
eighty-nine (8,589) square feet of office space), by the expansion into twenty-nine thousand seven
hundred sixty (29,760) rentable square feet in Building 2, with an address of 0000 X.X. 00xx
Xxxxxx, Xxxxx, Xxxxxxx 00000; and
WHEREAS, the Lease-Industrial Commercial was further amended by that certain Fourth Addendum
to Lease, dated February 19, 2001; and
WHEREAS, the Lease-Industrial Commercial was further amended by that certain Fifth Addendum
to Lease, dated December 4, 2003, whereby the Premises was reduced to approximately thirty-one
thousand two hundred fifty-two (31,252) rentable square feet (which includes approximately eight
thousand five hundred eighty-nine (8,589) square feet of office space), in Building 2 of Beacon
Centre, with a current address of 0000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000; and
WHEREAS, the Fifth Addendum to Lease was amended by that certain letter agreement (the
“Letter Agreement”) dated January 28, 2004; and
WHEREAS, the Lease-Industrial Commercial was further amended by that certain Sixth Addendum
to Lease, dated March 19, 2004 (the Lease-Industrial Commercial, the Addendum to Lease, the Second
Addendum to Lease, the Third Addendum to Lease, the Fourth Addendum to Lease, the Fifth Addendum
to Lease, the Letter Agreement, and the Sixth Addendum to Lease are hereinafter collectively
referred to as the “Lease”); and
WHEREAS, the Term of the Lease expires on March 31, 2007, and Landlord and Tenant desire to
renew the Term of the Lease for sixty (60) months, commencing on April 1, 2007, on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Landlord and
Tenant hereby agree as follows:
1. Incorporation of Recitals. The above recitals are true and correct and are
incorporated herein as if set forth in full.
2. General Provisions. All defined terms in this Seventh Addendum shall have the same
meaning as in the Lease, except as otherwise noted. Except as amended and modified by this Seventh
Addendum, all of the terms, covenants, conditions, and agreements of the Lease shall remain in
full force and effect. In the event of any conflict between the provisions of the Lease and the
provisions of this Seventh Addendum, this Seventh Addendum shall control.
3. Fourth Renewal. The Term of the Lease is hereby renewed and extended commencing on
April 1, 2007 (the “Fourth Renewal Term Commencement Date”) and, unless earlier terminated in
accordance with the Lease, expiring on March 31, 2012 (the “Fourth Renewal Term”). Landlord hereby
leases to Tenant, and Tenant hereby leases from Landlord, the Premises for the Fourth Renewal
Term.
4. Improvements; Allowance.
(a) Tenant
acknowledges and agrees that, except as expressly set forth below. Tenant is
accepting the Premises in “as-is” condition on the date hereof and that Landlord shall have no obligation
whatsoever to furnish, render, or supply any money, work, labor, fixture, material, decoration, or
equipment in order to prepare the
Premises for Tenant’s occupancy for the Fourth Renewal Term, except as expressly set forth below.
Except as expressly set forth below, any and all alterations and improvements to the Premises
shall be at Tenant’s expense and are subject to the provisions of the Lease applicable to
alterations, including, without limitation, that the plans and specifications, and the contractors
and subcontractors to be used by Tenant, for any alterations are subject to the prior written
approval of Landlord.
(b) Notwithstanding the foregoing, as soon as reasonably practicable following the Fourth
Renewal Term Commencement Date, Landlord, at its expense, will perform the following improvements,
all using Landlord’s building-standard methods and materials (the “Improvements”): (i) remove the
warehouse office space located on the south side of the warehouse portion of the Premises, and
(ii) install two (2) new dock-high roll-up doors at the punch-out panels located behind the
warehouse office space as may be permitted by the City of Doral building department.
(c) Tenant acknowledges that the construction of the Improvements may affect Tenant’s use and
occupancy of the Premises during the period of construction, and that access to the Premises and
construction by Landlord and its contractors shall not constitute an actual or constructive
eviction of Tenant, in whole or in part, nor shall it entitle Tenant to any abatement or
diminution of rent or relieve Tenant from any obligation under the Lease (as modified hereby).
(d) In addition, Landlord shall be responsible to contribute up to Forty-Five Thousand and
No/100 ($45,000.00) Dollars for alterations and improvements to be made to the Premises by Tenant
(including any necessary demolition and including any architectural and engineering fees) (the
“Improvement Allowance”), all of which improvements shall be made by Tenant within one (1) year
after the Fourth Renewal Term Commencement Date. The plans and specifications, and the contractors
and subcontractors to be used by Tenant, for any such alterations and improvements are subject to
the prior written approval of Landlord, which approval shall not be unreasonably withheld. The
Improvement Allowance shall be paid by Landlord to Tenant within thirty (30) days after submission
of an invoice to Landlord and receipt by Landlord of a certificate of occupancy for such work (if
applicable), a contractor’s affidavit from Tenant’s general contractor, releases of lien from the
applicable subcontractors, suppliers, and laborers, and as-built drawings of such work, with a list
and description of all work performed by the contractors, subcontractors, and material suppliers
(provided that as-built drawings and a list and description of all work are required only in
connection with alterations and improvements affecting the structure of the Building and/or the
base-building HVAC, mechanical, electrical, plumbing, and/or fire safety systems). Tenant shall be
solely responsible for any and all costs and expenses with respect to any alterations or
improvements to the Premises which are above the Improvement Allowance. Tenant shall receive no
credit or payment for any unused portion of the Improvement Allowance.
However, even if all requirements set forth above have been met for payment of the
Improvement Allowance, the Improvement Allowance shall not be payable by Landlord if at such time
there exists on the part of Tenant a monetary default under the Lease beyond the expiration of
applicable notice and cure periods. If such a monetary default exists, then Landlord will not be
required to remit the Improvement Allowance to Tenant until such monetary default has been cured.
5. Minimum Rent. Commencing on the Fourth Renewal Commencement Date, the Minimum Rent
for the Fourth Renewal Term (payable in the manner set forth in the Lease for payments of Minimum
Rent) shall be as follows:
| ANNUAL MINIMUM RENT | MONTHLY MINIMUM RENT | |||
| LEASE YEAR | RATE PER SQUARE FOOT | (NOT INCL. SALES TAX) | ||
| 1 | $6.95 | $18,100.12 | ||
| 2 | $7.23 | $18,829.33 | ||
| 3 | $7.52 | $19,584.59 | ||
| 4 | $7.82 | $20,365.89 | ||
| 5 | $8.13 | $21,173.23 |
6. Operating Costs. It is expressly agreed that as of the Fourth Renewal Term
Commencement Date, (a) the Lease is converted from a gross lease to a “triple net” Lease, and (b)
all references in the Lease to the Base Year shall be disregarded. In accordance therewith, the
parties acknowledge and agree as follows: (a) commencing on the Fourth Renewal Term Commencement
Date, in addition to Minimum Rent with respect to the Premises, Tenant shall pay to the Landlord
the Tenant’s proportionate share of Operating Costs, which shall otherwise continue to be
determined as provided in the Lease. For informational purposes only, Operating Costs for calendar
year 2007 for the Premises are estimated (but not guaranteed or capped) at $2.92 per square foot.
7. Security Deposit. The existing security deposit consisting of Thirty-Seven
Thousand Two
Hundred Seventeen and 32/100 ($37,217.32) Dollars shall continue to be held by Landlord as
security for Tenant’s obligations under the Lease (as modified hereby), pursuant to the terms and
conditions of the Lease with respect thereto.
8. Parking. During the Fourth Renewal Term, Tenant shall continue to have the
right to use
forty (40) unassigned parking spaces in the parking area for the Building, on the terms and
conditions set forth in the Lease, including, without limitation, section 11.1.
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9. Cancellation Option. Paragraph 10 of the Sixth Addendum to Lease referenced above
is hereby deleted in its entirety and is of no force or effect.
10. Addresses for Notices and Rent Payments. Until further notice, Landlord’s
addresses for notices and rent payments pursuant to the Lease (as modified hereby) are as follows:
Landlord’s address |
||
for notices:
|
AMB HTD — Beacon Centre, LLC | |
| c/o AMB Property, L.P. | ||
| Sixty State Street, Suite 1200 | ||
| Xxxxxx, Xxxxxxxxxxxxx 00000 | ||
| Attention: Xxxxxxxx X. Xxxxxxxxx, Vice President | ||
with a copy to:
|
Flagler Real Estate Services, Inc. | |
| 0000 X.X. 00xx Xxxxxx, Xxxxx 000 | ||
| Xxxxx, Xxxxxxx 00000 | ||
| Attention: Property Manager | ||
Landlord’s address |
||
for rent payments:
|
AMB HTD — Beacon Centre, LLC | |
| X.X. Xxx 0000 | ||
| Xxxxxxxxxx, Xxx Xxxx 00000-0000 |
11. Brokerage. Landlord and Tenant each represent and warrant one to the other that
except as may be hereinafter set forth, neither of them has employed any broker in connection with
the negotiations of the terms of this Seventh Addendum or the execution hereof. Landlord and
Tenant hereby agree to indemnify and to hold each other harmless against any loss, expense, or
liability with respect to any claims for commissions or brokerage fees arising from or out of any
breach of the foregoing representation and warranty. Landlord recognizes Flagler Real Estate
Services, Inc. Oncor International (“Landlord’s Broker”) (representing Landlord), and XxXxxxxxx
Group, Inc. (representing Tenant) (“Tenant’s Broker”), as the sole brokers with whom Landlord has
dealt in this transaction. Landlord shall pay any commissions payable to Landlord’s Broker
pursuant to separate agreement between Landlord and Landlord’s Broker, and Landlord shall cause
Landlord’s Broker to pay any commissions payable to Tenant’s Broker pursuant to separate agreement
between Landlord’s Broker and Tenant’s Broker.
12. OFAC/Patriot Act. Tenant represents and warrants that (a) neither Tenant nor any
person or entity that directly or indirectly owns an interest in it nor any of its officers,
directors, or managing members is a person or entity (each, a “Prohibited Person”) with whom U.S.
persons or entities are restricted from doing business under regulations of the Office of Foreign
Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s
Specially Designated and Blocked Persons List) or under any statute, executive order (including
Executive Order 13224 (the “Executive Order”) signed on September 24, 2001 and entitled “Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism”), or other governmental action, (b) Tenant’s activities do not violate the
International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the
regulations or orders promulgated thereunder (as amended from time to time, the “Money Laundering
Act”) (i.e, Title III of the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), and (c) throughout
the Term, Tenant shall comply with the Executive Order, the Money Laundering Act, and the Patriot
Act.
13. Entire
Agreement; No Set-Off. The Lease, as modified by this Seventh Addendum,
sets forth the entire agreement between the Landlord and Tenant concerning the Premises and
Tenant’s use and occupancy thereof and there are no other agreements or understandings between
them. Tenant certifies and affirms that, as of the date hereof, there are no claims, offsets, or
breaches of the Lease, or any action or causes of action against Landlord directly or indirectly
relating to the Lease.
14. Counterparts;
Facsimile. This Seventh Addendum may be executed in counterparts,
each of which shall constitute an original and all of which together shall constitute one and the
same agreement. This Seventh Addendum may be executed by facsimile signature which shall, for all
purposes, serve as an original executed counterpart of this Seventh Addendum.
[signatures on next page]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Seventh Addendum as of the day
and year first above written.
| WITNESSES: | LANDLORD: | |||||
| AMB HTD—BEACON CENTRE, LLC, a Florida limited liability company | ||||||
| By: | AMB Property, L.P., a Delaware
limited partnership, its sole member |
|||||
By: AMB Property Corporation, a Maryland corporation, general partner |
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |||||
Xxxxx
X. Battier
|
Xxxxxxxx X. Xxxxxxxxx | |||||
Xxxxxx
Reeje |
Vice Presidend |
| TENANT: | ||||||
| SED INTERNATIONAL, INC., a Georgia corporation | ||||||
Xxxxxx
Xxxxx
|
By: | /s/ Xxxx Xxxxxx | ||||
| Xxxxxxx Xxx | Name: | Xxxx Xxxxxx | ||||
| Title: | VP OPERATIONS | |||||
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