Exhibit 10.25
SECOND AMENDMENT OF OFFICE LEASE
AND
PARKING LICENSE AGREEMENT
THIS SECOND AMENDMENT OF OFFICE LEASE AND PARKING LICENSE AGREEMENT (this
"Agreement") is made this ____ day of _________, 2000 by and between TIAA
REALTY, INC., a Delaware corporation, successor-in-interest to Teachers
Insurance and Annuity Association, a New York corporation (the "Landlord") and
XXXXXX.XXX, a Delaware corporation, successor-in-interest to Ad-Star Services,
Inc., a New York corporation (the "Tenant"), who agree as follows:
RECITALS
A. Teachers Insurance and Annuity Association ("Teachers") and Ad-Star
Services, Inc. ("Ad Svc.") entered into a written Office Lease Agreement made as
of January 3, 1996 as amended by a First Amendment of Office Lease and Parking
License Agreement made as of December 13, 1999 (the "Lease"), for the lease of
certain premises more commonly known as Suites 300 and 325 (the "Premises") in
that certain office building ("Building") located at 0000 Xxxxxxx Xxxxxx in the
City of Marina del Rey, State of California, in a project ("Project") generally
referred to as Marina Business Center II, all as more particularly set forth in
the Lease.
B. Teachers, as Licensor thereunder, and Ad Svc. as Licensee thereunder,
entered into that certain Parking License Agreement dated January 8, 1996
("License") wherein Licensor granted to Licensee the right and license to use
parking spaces in the Project.
C. On March 18, 1998, Landlord succeeded to all right, title, and interest
in said Lease held by Teachers.
D. On August 31, 1999, Tenant succeeded to all right, title, and interest
in said Lease held by Ad Svc.
E. Landlord and Tenant desire by this Amendment to amend the Lease to
provide for Tenant to lease from Landlord, in addition to its existing Premises,
approximately 1,139 square feet of rentable area more commonly known as Suite
305 ("Second Additional Space") on the third floor of the Building as delineated
on Exhibit A-3 attached hereto and by this reference made a part hereof.
TERMS
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
covenants herein contained, and good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Terms. All undefined terms when used herein shall have the same
respective meanings as are given such terms in the Lease unless expressly
provided otherwise in this Agreement.
2. Effective as of the date hereof (the "Effective Date"), the Lease is
hereby amended as follows:
2.1 Section 1.1 ("Premises") is amended by deleting the words
"Suite: 325" from the second line thereof and substituting the following in lieu
thereof: "Suites: 325 ('Original Space'), 300 ('Additional Space') and 305
("Second Additional Space)" and by deleting the words "2,209 square feet of
rentable area ('Original Space') and 5,098 square feet of rentable area
("Additional Space') on the fourth line thereof and substituting the following
therefor:
"Original Space: 2,209 square feet of rentable area
Additional Space: 5,098 square feet of rentable area
Second Additional Space: 1,139 square feet of rentable area"
2.2 Section 1.2 ("Term") is amended by adding at the end of the
second line thereof the following:
"The Lease term as to the Second Additional Space shall commence on
the date Landlord delivers possession of the Second Additional Space
to Tenant; thereafter, the Lease term for the Second Additional
Space shall be co-terminus with the Lease term for the Original
Space and the Additional Space".
2.4 Section 1.4 ("Basic Rent") is hereby deleted in its entirety and
the following language substituted in lieu thereof:
"Rental: Months Dollars Per Month Dollars Per Year
-------- ------ ----------------- ----------------
Original Space: 2/01/99 - 2/18/01 $ 3,203.05 $ 38,436.60
2/19/01 - 3/31/05 $ 4,528.45 $ 54,341.40
Additional Space 4/01/00 - 9/30/02 $11,368.54 $136,422.48
10/1/02 - 3/31/05 $11,878.34 $142,540.08
Second
Additional Space: 1-58 $ 2,278.00 $ 27,336.00"
2.5 Section 1.4 ("Expenses") is amended by adding the following at
the end of the eleventh line thereof:
"As to the Second Additional Space, Tenant shall pay Tenant's Share
of all Expenses that exceed Landlord's Base Year Costs for calendar
year 2000, together with other items of Expense as set forth in
Article 6. Tenant's Share as to the Second Additional Space is One
and 56/100ths percent (1.56%)."
2.6 Section 1.7 ('Security Deposit") is amended by adding the
following at the end of the second line thereof:
"and Two Thousand Two Hundred Seventy-Eight Dollars ($2,278.00) as
to the Second Additional Space".
2.7 Section 2.1 is amended by adding on the first line thereof
between the words "and the Additional Space" and "(the 'Premises') the
following:
"and the Second Additional Space'
and by adding at the second line of Section 2.1 after the words "Exhibit A-2 the
following:
"and Exhibit A-3"
and by deleting the language on the third line which begins "The area of the
Premises..." and which ends on the fifth line with the words "...rentable area.'
and substituting the following in lieu thereof:
"The area of the Premises for all purposes hereunder is stipulated
to be 1,943 square feet of usable area as to the Original Space,
4,486 square feet of rentable area as to the Additional Space and
1,002 square feet of rentable area as to the Second Additional
Space; and 2,209 square feet of rentable area as to the Original
Space, 5,098 square feet of rentable area as to the Additional Space
and 1,139 square feet of rentable area as to the Second Additional
Space."
2.8 The Lease is further amended by adding thereto, after Exhibit
X-0, Xxxxxxx X-0, which is attached hereto and by this reference made a part
hereof.
2.9 Section 1 of the License is amended by deleting the words
"Thirty (30)" on the first line thereof and substituting the words "Thirty-Five"
therefor.
3. Notwithstanding anything to the contrary in the Lease or in Exhibit
"C", within thirty (30) days after receipt of written request from Tenant,
Landlord shall perform the following items of work in the Second Additional
Space:
3.1 New building standard carpet and base shall be installed
throughout the Second Additional Space (color to match the carpet in the
Additional Space);
3.2 The creation of an opening between the Additional Space and the
Second Additional Space;
3.3 Repainting; and
3.4 Removal of cabinets and sink and floor tile in the current
kitchen (plumbing shall be capped off and the drywall repaired as needed).
4. Except as herein modified, the Lease shall remain in full force and
effect.
5. The provisions of this Agreement shall bind and inure to the benefit of
the heirs, representatives, successors and assigns of the parties hereto.
6. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Agreement.
IN WITNESS WHEREOF, this Agreement has been entered into by the parties as
of the day and year first above written.
LANDLORD:
TIAA REALTY, INC., a Delaware corporation
By: TEACHERS INSURANCE AND ANNUITY
ASSOCIATION, a New York corporation, its
authorized representative
By: ______________________________________
Xxxxx X. Xxxxxxxx, Assistant Secretary
Date: ____________________________________
TENANT:
XXXXXX.XXX., INC., a California corporation
By:.______________________________________
Title:_____________________________________
By:.______________________________________
Title:_____________________________________
Date: ____________________________________
EXHIBIT A-3
MARINA BUSINESS CENTER II
000 XXXXXXX XXXXXX
MARINA DEL REY
THIRD FLOOR
