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EXHIBIT 10.13.2
SECOND AMENDMENT
This Second Amendment (the "Amendment") is made and entered into as of
the 29th day of June, 1994, by and between ZML - Sterling Plaza Limited
Partnership ("Landlord") by its agent, Equity Office Properties, Inc., and
Xxxxxxx Oil & Gas, Inc., L.P., a Delaware Limited Partnership ("Tenant").
WITNESSETH
A. WHEREAS, Landlord and Tenant are parties to that certain lease dated the
21st day of May, 1992 currently containing approximately 15,017 rentable square
feet of space, described as Suite Nos. 1616 and 1025 on the 16th floor of the
building commonly known as Sterling Plaza and the address of which is 0000
Xxxxxx Xxxx, Xxxxxx, Xxxxx (the "Building"), which lease has been previously
amended or assigned by instruments dated April 1, 1993, May 12, 1993 and April
8, 1994 (collectively, the "Lease"); and
B. WHEREAS, Tenant and Landlord mutually desire that the Lease be amended
on and subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
I. AMENDMENT. Landlord and Tenant agree that the Lease shall be
amended in accordance with the following terms and conditions:
A. The Expansion Effective Date pursuant to Paragraph I.A. of the
First Amendment is hereby amended to May 9, 1994.
B. Notwithstanding anything to the contrary contained in Paragraph
II.B. of the First Amendment, Tenant shall pay Landlord monthly
installments of Base Rental with respect to the Expansion Space
as follows:
(i) One (1) installment of $3,401.44 payable on or before the
first day of the month during the period beginning May 9,
1994 and May 31, 1994.
(ii) Thirty-six (36) equal installments of $4,584.15 each
payable on or before the first day of each month during
the period beginning June 1, 1994 and ending May 31, 1997.
II. EFFECTIVE DATE. This Amendment shall become effective as of May
1, 1994 (the "Effective Date") and shall continue in effect until
otherwise amended by the parties in writing or until expiration
of this Second Amendment.
III. MISCELLANEOUS.
A. This Amendment sets forth the entire agreement between the
parties with respect to the matters set forth herein. There have
been no additional oral or written representations or agreements.
B. Except as herein modified or amended, the provisions,
conditions and terms of the Lease shall remain unchanged and in
full force and effect.
C. In the case of any inconsistency between the provisions of
the Lease and this Amendment, the provisions of this Amendment
shall govern and control.
D. Submission of this Amendment by Landlord is not an offer
to enter into this Amendment but rather is a solicitation for
such an offer by Tenant.
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Landlord shall not be bound by this Amendment until Landlord has
executed and delivered the same to Tenant.
E. The capitalized terms used in this Amendment shall have
the same definitions as set forth in the Lease to the extent that
such capitalized terms are defined therein and not redefined in
this Amendment.
F. Deleted.
IV. LIMITATION OF LIABILITY.
Notwithstanding anything to the contrary contained in this lease,
the Liability of Landlord (and of any successor Landlord
hereunder) to Tenant shall be limited to the interest of Landlord
in the building, and Tenant agrees to look solely to Landlord's
interest in the building for the recovery of any judgement or
award against the Landlord, it being intended that Landlord shall
not be personally liable for any judgement or deficiency. Tenant
hereby covenants that, prior to the filing of any suit for an
alleged default by Landlord hereunder, it shall give Landlord and
all mortgagees whom Tenant has been notified hold mortgages or
deed of trust liens on the property, building or premises notice
and the same amount of time as Landlord has under the Lease to
cure such alleged default by Landlord. In addition, Tenant
acknowledges that Equity Office Properties, Inc. is acting solely
in its capacity as agent for Landlord and shall not be liable for
any obligations, liabilities, losses or damages arising out of or
in connection with this lease, all of which are expressly waived
by Tenant.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.
ATTESTATION LANDLORD: ZML - Sterling Plaza Limited
Partnership
BY: EQUITY OFFICE PROPERTIES INC.,
as Agent
By: /s/ Xxxxx X. Xxxxxxx
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/s/ Xxxxx Xxxxx Name: Xxxxx X. Xxxxxxx
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Xxxxx Xxxxx Title: Asst. VP - Asset Mgmt.
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TENANT: Xxxxxxx Oil & Gas, L.P. a
Delaware Limited Partnership
/s/ Xxxxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxx
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Xxxxxxxxx X. Xxxxxx Its: Xxxx X. Xxxxxxx
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Administrative Assistant