Exhibit 10.7
RENT COMMENCEMENT LETTER
------------------------
In accordance with Article 2 Term of the Lease Agreement between D/S 00000
Xxxx Xxx, Ltd. ("Lessor") and CiDRA Corporation ("Lessee"), dated the 7th day of
July, 2000 (the "Lease"), Lessor and Lessee hereby agree, certify, and stipulate
that the Term of the Lease commenced on the 1st day of September, 2000, and
shall terminate on the 31st day of October, 2007.
"LESSOR"
D/S 00000 Xxxx Xxx, Xxx.,
x Xxxxx limited partnership
By: /s/ X.X. Xxxxxxxx, Xx.
-----------------------
Name: X.X. Xxxxxxxx, Xx.
------------------
(Please Print)
"LESSEE"
CiDRA Corporation,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
---------------
(Please Print)
AMENDMENT #2 TO LEASE AGREEMENT
-------------------------------
THIS AMENDMENT modifies the LEASE AGREEMENT dated July 7, 2000 and
Amendment #1 to Lease Agreement dated July 20, 2000, by and between D/S 16600
Park Row, Ltd., a Texas limited partnership (hereinafter called "Lessor"), and
CiDRA Corporation, a Delaware corporation (hereinafter called "Lessee"). Unless
specifically changed here, all terms of the Lease Agreement and Amendment #1 to
Lease Agreement remain in full force and effect.
W I T N E S S E T H:
Article 1
CONSTRUCTION OF IMPROVEMENTS BY LESSEE
--------------------------------------
(a) Xxxxxx agrees to expend funds up to $172,170 ("Allowance") in addition
to the purchase price of the Leased Premises to remodel, refurbish and renovate
same to Xxxxxx's specifications. Said Allowance shall include but is not
limited to actual construction costs, architectural and engineering fees.
Article 3
RENTS
-----
(a) Base Rent and Adjustments.
--------------------------
(1) Base Rent. As consideration for the use and occupancy of, and as
rental for, the Leased Premises, Xxxxxx promises and agrees to pay Lessor,
while this Lease remains in force and effect, paid in monthly payments in
advance $0.00 for months one and two of the term; $16,371.21 per month for
months three through twelve (3-12) of the term; $16,821.21 per month for
months thirteen through twenty-four (13-24) of the term; and $16,991.21 per
month for months twenty-five through eighty-six (25-86) of the term.
EXECUTED as of the 22nd of September, 2000.
LESSOR: D/S 00000 Xxxx Xxx, Ltd.
A Texas limited partnership
By: /s/ X.X. Xxxxxxxx, Xx.
----------------------
Its: President of X. Xxxxxxx Xxxxxxxx, Xx. Inc. - General Partner
------------------------------------------------------------
LESSEE: CiDRA Corporation,
a Delaware corporation
By: /s/ X. Xxxxx Xxxxxx
-------------------
Its: President and CEO
-----------------
2
AMENDMENT #1. TO LEASE AGREEMENT
--------------------------------
THIS AMENDMENT modifies the LEASE AGREEMENT dated July 7, 2000, by and
between D/S 16600 Park Row, Ltd., a Texas limited partnership (hereinafter
called "Lessor"), and CiDRA Corporation, a Delaware corporation (hereinafter
called "Lessee"). Unless specifically changed here, all terms of the Lease
Agreement remain in full force and effect.
W I T N E S S E T H:
Article 1
CONSTRUCTION OF IMPROVEMENTS BY LESSEE
--------------------------------------
(a) Xxxxxx agrees to expend funds up to $122,457 ("Allowance") in addition
to the purchase price of the Leased Premises to remodel, refurbish and renovate
same to Xxxxxx's specifications. Said Allowance shall include but is not limited
to actual construction costs, architectural and engineering fees.
(c) COMMENCEMENT AND COMPLETION DATES: On or before August 21, 2000 (as
extended due to any Initial Delays) (which date is referred to herein as the
"Construction Date"), Lessor shall, at Lessor's sole cost and expense, commence
the on-site physical construction of the Improvements. From and after the
Construction Date, Lessor shall use diligent efforts to cause Substantial
Completion of the Improvements in accordance with the Construction Documents to
occur on or before September 30, 2000 (the "Scheduled Completion
Date").
Article 3
RENTS
-----
(a) Base Rent and Adjustments.
--------------------------
(1) Base Rent. As consideration for the use and occupancy of, and as
rental for, the Leased Premises, Xxxxxx promises and agrees to pay Lessor,
while this Lease remains in force and effect, paid in monthly payments in
advance $0.00 for months one and two of the term; $15,520.00 per month for
months three through twelve (3-12) of the term; $15,970.00 per month for
months thirteen through twenty-four (13-24) of the term; and $16,150.00 per
month for months twenty five through eighty-six (25-86) of the term.
(2) Unanticipated Site Conditions. Lessor and Xxxxxx acknowledge and
agree that there are no Unanticipated Physical Conditions which are
unacceptable.
EXECUTED as of the of July, 2000.
LESSOR: D/S 00000 Xxxx Xxx, Ltd.
A Texas limited partnership
By: /s/ X.X. Xxxxxxxx, Xx.
----------------------
Its: President of /s/ X.X. Xxxxxxxx, Xx. Inc. - General Partner
----------------------------------------------------------
LESSEE: CiDRA Corporation
A Delaware Corporation
By: /s/ X. Xxxxx Xxxxxx
-------------------
X. Xxxxx Xxxxxx
Its: President and CEO
-----------------
3
LEASE AGREEMENT
---------------
THIS AGREEMENT is made and entered into this 7th day of July, 2000, by and
between D/S 00000 Xxxx Xxx, Ltd., a Texas limited partnership (hereinafter
called "Lessor"), and CiDRA Corporation, a Delaware corporation (hereinafter
called "Lessee").
WITNESSETH:
Lessor, for and in consideration of the covenants of Lessee herein
contained, and subject to the terms, provisions and conditions hereinafter set
forth, hereby leases, demises and lets unto Lessee, and Lessee hereby leases and
takes from Lessor, that certain tract or parcel of land situated in Xxxxxx
County, Texas, as described in Exhibit A attached hereto and made a part hereof
(the "Land"), together with and including the Building (as defined below) and
other improvements both existing and to be erected thereon by Xxxxxx and Xxxxxx
as provided in Article 1 below (the Land and the Building and other improvements
being hereinafter referred to as the "Leased Premises").
TO HAVE AND TO HOLD the said Leased Premises, together with all and
singular rights, privileges, and appurtenances thereunto attaching and
belonging, unto the said Lessee for and during the term hereinafter set forth
and in accordance with the terms, provisions and conditions set forth below.
Wherever and as often as the words this "Agreement" or this "Lease" are
used or appear in this instrument, the sane shall mean and refer to this
instrument, and all exhibits hereto and all plans, drawings and specifications
identified herein and any amendments to the sane.
Article 1
CONSTRUCTION OF IMPROVEMENTS BY LESSEE
--------------------------------------
(a) CONSTRUCTION DOCUMENTS: Lessor desires to lease to Lessee the Leased
Premises which consists of a warehouse and office building containing a total of
approximately 31,410 square feet of space (the "Building") and the Land. The
Land includes, without limitation, outdoor surface parking and the landscaping
and other improvements, if any, located outside of the Building (the "Common
Areas"). The Leased Premises are shown on the site plan, the floor plan, and the
related documents attached hereto as Exhibit B (collectively, the "Site Plan
Documents"). As used herein, the term "Improvements" shall mean the improvements
to be constructed by Lessor in accordance with the Construction Documents. Based
upon the Site Plan Documents, Lessor and Xxxxxx shall consult and cooperate with
each other to prepare any necessary remodeling plans so that Lessor can prepare
all of the detailed architectural plans and specifications and the structural,
mechanical, electrical, and related construction documents for the Building (the
"Construction Documents"). The Site Plan Documents have been prepared by Lessor
in consultation with, and approved by, Lessee. Within 30 days after the date of
this Lease (as extended due to any Initial Delay (as defined below]) Lessor
shall deliver to Lessee final and complete copies of all of the final
Construction Documents which shall be prepared by Lessor, at Lessor's expense,
pursuant to and in accordance with the Site Plan Documents and the procedures
set forth herein. Within ten (10) days after Xxxxxx's receipt of the
Construction Documents, Xxxxxx shall deliver to Lessor a written notice
approving the same or a written notice
4
specifying any of Lessee's objections thereto; provided that Lessee shall not
have the right to object to any aspect of the Construction Documents which are
not different from the Site Plan Documents. Lessor and Lessee shall use
reasonable good faith efforts to resolve any disagreements regarding any
objection made by Lessee to the Construction Documents. If Lessor and Lessee do
not resolve any such disagreements within ten (10) days after the date of
Xxxxxx's notice to Lessor, both Lessor and Lessee shall have the right to
terminate this Lease by written notice given to the other party at any time
after such date and prior to the mutual approval of the Construction Documents
and, upon such termination, all funds paid by Lessee to Lessor shall immediately
be returned. As used herein, the term "Initial Delay" shall mean any delay in
the completion of the initial Construction Documents which is directly
attributable to (i) any new or additional changes to the Improvements requested
by Lessee prior to the completion of the initial Construction Documents, or (ii)
any delay by Xxxxxx in responding to the initial Construction Documents beyond
the 10-day period provided herein. Xxxxxx agrees to expend. funds up to $50,000
("Allowance") to complete all Improvements to be made under the Construction
Documents before Lessee shall be responsible for the payment of any funds
therefor. Said Allowance shall include but is not limited to actual construction
costs, architectural and engineering fees.
(b) CONSTRUCTION SCHEDULE: The general contractor for the Improvements
shall be selected by Lessor (the "Contractor"), provided the Contractor shall
first have been approved by Lessee, which approval will not be unreasonably
withheld. All of the construction work shall be carried out by the Contractor
under the sole direction of Lessor. Within ten (10) days after the date hereof,
Lessor shall prepare and furnish to Lessee a construction schedule for the
Improvements showing the time periods estimated by Lessor for the completion of
the major phases of the Improvements (the "Construction Schedule"). Lessor shall
make a good faith effort to advise Xxxxxx as soon as reasonably possible if
Lessor determines that Xxxxxx's actual progress in completing any phase of the
Improvements is behind the time periods set forth on the Construction Schedule
in any material way.
(c) COMMENCEMENT AND COMPLETION DATES: On or before August 21, 2000 (as
extended due to any Initial Delays) (which date is referred to herein as the
"Construction Date"), Lessor shall, at Lessor's sole cost and expense, commence
the on-site physical construction of the Improvements. From and after the
Construction Date, Lessor shall use diligent efforts to cause Substantial
Completion of the Improvements in accordance with the Construction Documents to
occur on or before September 15, 2000 (the "Scheduled Completion Date").
(d) LESSEE'S RIGHT TO TERMINATE:
---------------------------
(1) If Lessor has not caused Substantial Completion of the
Improvements to occur on or before the Scheduled Completion Date (as
extended due to any Lessee Delay and to any Unavoidable Delay), Lessee
shall have the right to provide written notice to Lessor of its intent to
terminate this Lease if Lessor does not cause Substantial Completion of the
Improvements within thirty (30) days after delivery of such notice.
(2) In the event of any termination of this Lease under Section 1(a)
or under this Section 1(d), Lessor and Lessee shall be relieved of all
further obligations under this Lease, which obligations shall continue in
full force and effect.
5
(e) SUBSTANTIAL COMPLETION: As used herein, the term "Substantial
Completion" shall mean the date when all of the following events have occurred:
(1) Xxxxxx Architects (the "Architect") shall have delivered to Lessor
and Lessee a written certificate stating that all of the Improvements have
been substantially completed in substantial accordance with the
Construction Documents, except for the Punch List Items.
(2) Lessor shall have obtained a final Certificate of Occupancy for
the Building permitting the use of the Building for warehouse and office
use.
(3) Lessor shall have delivered to Lessee written certification that
Lessor has met its obligations under clauses (1) and (2) of this Section
1(e), together with a current list of the approved Punch List Items.
Notwithstanding the foregoing, Lessor shall give to Lessee not less than
ten (10) days written notice of the date on which Lessor expects to achieve
Substantial Completion.
(f) CHANGE ORDERS: Lessee may, from time to time, submit to Lessor any
written requests for changes or additions to the Construction Documents and/or
the Improvements desired by the Lessee in such detail as Lessor may reasonably
require (each a "Change Order"), which changes or additions shall be subject to
Lessor's approval, which approval shall not be unreasonably withheld. Such
approval shall include Lessor's written notice to Lessee of (i) the net
increase, if any, in the actual out-of-pocket cost to be incurred by Lessor in
completing the work associated with the Change Order (the "Change Cost"), and
(ii) the anticipated delays, if any, in completing the work as a result of such
Change Order, including the processing thereof (the "Change Delay"). Within five
(5) business days after Xxxxxx's receipt of such notice, Lessee shall give to
Lessor written notice to proceed or not to proceed with the Change Order.
Xxxxxx's notice to proceed with the Change Order shall include a specific
written agreement from Lessee to pay to Lessor the Change Cost and written
confirmation of Xxxxxx's acceptance of the Change Delay as a Xxxxxx Xxxxx
hereunder. Following the required approvals, upon Xxxxxx's written acceptance of
any such Change Order, Lessor shall promptly revise the Construction Documents
to incorporate the Change Order and shall proceed to complete the Improvements
in accordance with the Change Order. Any and all Change Costs incurred by Lessor
hereunder shall be limited so that the Allowance of $50,000 shall not be
exceeded. Any Change Costs which will not be paid by Lessor hereunder shall be
paid by Xxxxxx on an item by item basis within ten (10) business days after the
date that each such Change Order has been completed by Xxxxxx and Xxxxxx has
delivered to Lessee a written invoice for such work. Calculations of any Change
Costs shall be subject to audit, verification, and correction, if necessary, by
Xxxxxx (who shall have access to the relevant books and records maintained by
Lessor for such purpose) without either party being prejudiced by any prior
payment thereof; provided that any such audit shall be completed for each Change
Order within thirty (30) days after the date of Lessee's receipt of the relevant
invoices, statements, and other documents supporting Lessor's calculation of the
Change Cost for each such Change Order. Any disagreements between Lessor and
Lessee regarding the calculation of any Change Costs shall be resolved in
accordance with the procedures set forth in Section 1(o) of this Lease.
(g) SUBSTANTIAL COMPLETION AND PUNCH LIST ITEMS: As used herein, the term
"Punch List Items" shall mean details of construction, decoration, and
mechanical adjustment which are part of the Improvements and which in the
aggregate, are minor in
6
character and do not materially interfere with the Lessee's use or enjoyment of
the Leased Premises. Concurrently with Substantial Completion, the Architect,
the Contractor, Lessor, and Xxxxxx shall meet to review and approve of the
matters to be included as Punch List Items, which approvals shall not be
unreasonably withheld. Punch List Items shall be completed by Lessor at Lessor's
expense. Lessor shall use its best efforts to complete all of the Punch List
Items within thirty (30) days after the date of Substantial Completion.
(h) LESSOR'S WARRANTY: In addition to (and not in lieu of) Lessor's
obligations under the Lease with respect to repairs, Lessor warrants to Lessee
that the Improvements will be free from defects in workmanship and materials for
a period of ninety (90) days after the date of Substantial Completion or such
longer period otherwise available at law or in equity. If, at any time during
such warranty period, any of the workmanship or materials used in the
construction of the Improvements is defective, and Lessee shall, within the
warranty period, so notify Lessor in writing that such workmanship or material
is defective, Lessor shall cause such defective workmanship or material to be
corrected, repaired, or replaced in a manner reasonably acceptable to both
Lessor and Lessee. Such correction, repair, or replacement shall be performed by
Lessor, at Lessor's expense, as promptly as reasonably possible and in such
manner so as to minimize any interference with Lessee in its operations in and
about the Leased Premises. If Lessor fails to correct any such defect within a
reasonable period of time after Xxxxxx's receipt of notice thereof, Lessee shall
have the right (but not the obligation), in addition to all other rights and
remedies available to Lessee for such failure, to correct such defect and to
require Lessor to reimburse Lessee for all of the costs incurred by Lessee in
connection therewith, including a reasonable amount for Xxxxxx's overhead and
administrative costs in coordinating such work. Lessor shall pay such costs to
Lessee within five (5) business days after Xxxxxx's receipt of a written
statement therefor. Within thirty (30) days after the Commencement Date, Lessor
shall deliver to Lessee one complete set of an as-built mylar drawing for the
Building and copies of all manuals, pamphlets, and other instructional materials
received by Lessor covering the care, use, operation, and maintenance of the
materials and equipment used in the construction of the Improvements.
(i) INSPECTIONS AND ACCESS BY LESSEE: Lessee and Xxxxxx's representatives
shall have the right, from time to time, to observe the progress and the
installation of the Improvements; provided, however, no such observation shall
create liability or responsibility on the part of Lessee with respect to the
nature or quality of the Improvements. Lessor shall be available, and cause the
Contractor to be available, to Lessee or its representatives from time to time
upon reasonable prior notice when necessary or desirable for the purpose of
reviewing the Improvements.
(j) COMPLIANCE WITH LAWS: Lessor, at its expense, shall obtain all
approvals, permits, and other consents required to commence, perform and
complete the Improvements; shall at all times cause all work in connection with
the Improvements to be carried out in compliance with all such consents and in
compliance with all applicable laws, codes, regulations, and other legal
requirements; and shall maintain for inspection by Lessee, upon reasonable
request and at reasonable intervals, copies of the invoices and statements
relating to the Improvements which Lessor generally maintains and all approvals,
permits, inspection reports, notices, and other similar documents prepared or
received by Lessor or the Contractor.
(k) XXXXXX'S WORK: All finishing work, equipment installation, cabling, and
interior wall finish for the offices and showrooms, or other work (the "Lessee's
Work") desired by Xxxxxx, if any, and not initially or thereafter included in
the Improvements, shall be performed
7
by Xxxxxx, at Xxxxxx's expense, through contractors selected by Xxxxxx and
approved by Lessor, which approval shall not to be unreasonably withheld. Lessor
and Xxxxxx shall each cause their respective general contractor and/or
subcontractors for the Improvements and Xxxxxx's Work to cooperate with each
other in facilitating the mutual access to the Leased Premises and in
coordinating the timing of the stages of the Improvements and the Lessee's Work
so as to facilitate the completion on a timely basis. To the extent reasonably
possible and without having to incur additional expense, Lessor shall, prior to
Substantial Completion, provide Lessee with access to the Leased Premises and
storage space at the site for Lessee's equipment, trade fixtures, and other
property in connection with Lessee's Work and shall furnish water, electricity,
elevator service, and HVAC to the Leased Premises during the performance of any
Lessee's Work; provided that, if requested by Lessor, Lessee shall reimburse
Lessor for the cost of any such utility services used by Lessee, which cost
shall be prorated by Lessor on a fair and equitable basis to reflect the amount
of such services actually used by Lessee in connection with the performance of
any of the Lessee's Work.
(1) LESSEE DELAYS: The tent "Lessee Delay" shall mean any actual delay in
the completion of the Improvements which delays Substantial Completion and which
is due to any act or omission of Lessee, its agents, or contractors. Lessee
Delays shall include:
(1) Initial Delays
(2) Change Delays.
(3) Any delay by Lessee beyond five (5) days in giving Lessor notice
of Xxxxxx's approval of any Change Orders or in giving Lessor notice of any
other consents or approvals required of Lessee hereunder in connection with
the Improvements.
(m) UNAVOIDABLE DELAY: In the event Lessor shall be delayed or hindered in
or prevented from the performance of any act required hereunder in connection
with the completion of the Improvements by reason of Lessor's inability to gain
access to the Leased Premises, strikes, lockouts, labor troubles, inability to
procure materials, failure of power, restrictive governmental laws or
regulations, riots, insurrection, war, weather or other reason of a like nature
and not within the reasonable control of Lessor ("Unavoidable Delay"), then the
time allowed for performance of such act shall be extended by a period
equivalent to the period directly attributable to such delay.
(n) NOTICE OF DELAY: At the request of either the Lessor or the Lessee, at
any time and from time to time prior to the date of Substantial Completion,
Lessor or Lessee may require the other party to provide a written notice setting
out whether or not Lessor or Lessee, as the case may be, is aware of any delays
under either Section 1(1) or Section 1(m) hereof as of the date of such notice.
(o) RESOLUTION OF DISPUTES: If Xxxxxx and Xxxxxx disagree as to whether the
Construction Documents have been properly prepared or as to whether any aspect
of the Improvements has been fully or properly completed, or is otherwise
defective, or as to the appropriate manner to correct any such deficiency, or as
to the calculation of Change Costs hereunder, or as to the designation of any
Lessee Delay or Lessor Delay hereunder, and if Lessee and Lessor, using their
reasonable good faith efforts, are otherwise unable to resolve such dispute,
,then such dispute shall be resolved by referring the sane to Xxxxxx Architects,
whose address is 0000 Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx, 00000 and whose
telephone number is
8
(000) 000-0000 (the "Consulting Architect"). In order to initiate such a
resolution of any dispute, a party shall be required to give the other party and
the Consulting Architect written notice requesting such resolution, which notice
shall identify the issue in dispute. The Consulting Architect shall promptly
notify the parties of the date, time, and place for the meeting to resolve such
dispute, which date shall, if possible, be the same day the demand for
resolution is made, but shall in no event be later than three (3) business days
after the Consulting Architect's receipt of the demand for resolution. Such
notice may be given by telephone if promptly confirmed by written notice. At the
conclusion of such meeting, the Consulting Architect shall advise both parties
of the Consulting Architect's decision. The Consulting Architect shall send the
parties written notice confirming such decision immediately thereafter. Both
parties shall be bound by any and all decisions made by the Consulting Architect
and shall perform its obligations hereunder in accordance with such decisions.
The Consulting Architect's fees and expenses shall be split equally between the
parties.
Article 2
TERM
----
(a) Subject to and upon terms, provisions and conditions hereinafter set
forth, this Lease shall be and continue in full force and effect for an initial
term of eighty-six (86) months, beginning on the Commencement Date as
hereinafter defined.
(b) The eighty-six (86) month initial term of this Lease shall commence on
the earlier of fifteen (15) days after Substantial Completion or the date Lessor
delivers possession of the Leased Premises to Lessee (the "Commencement Date").
There is attached to this Lease as Exhibit C a form of declaration by Xxxxxx and
Xxxxxx relating to the date of commencement of the term hereof, which
declaration shall be executed by both Xxxxxx and Xxxxxx upon said Commencement
Date. The date of delivery of such possession, as shown by said declaration,
shall be the Commencement Date of the said eighty-six (86) month initial term of
this Lease.
(c) It is agreed that Lessee may enter into the Leased Premises prior to
the completion of the Improvements for the purpose of completing the Lessee's
Work, if any, without being deemed thereby to have taken possession of the
Leased Premises or obligated itself to pay rent; provided that Xxxxxx's Work
shall in no way interfere with the construction of such Improvements or the work
of Lessor or of Lessor's Contractor and shall not subject Lessor to any
liabilities whatsoever. Any equipment or fixtures installed by Lessee during
such period shall remain vested in Lessee; provided, however, that if any such
equipment or fixtures installed by Lessee pursuant to the terms of this Section
2(c) shall be removed prior to the expiration date of this Lease, Lessee shall
be obligated, at its expense, to restore any damage to the Building caused
thereby to the condition existing prior to the installation of such equipment
and fixtures.
(d) So long as there is no uncured default hereunder by Xxxxxx as of the
date of Xxxxxx's exercise of the Renewal Option or as of the date of the
commencement of the Renewal Term, Lessee shall be entitled and is hereby granted
one (1) option (the "Renewal Option") to extend the term of this Lease for an
additional period of five (5) years (the "Renewal Term"). Except for rental, as
hereinafter defined and separately provided for, the Renewal Term shall be on
all the other terms and conditions of this Lease. Lessee shall be entitled to
exercise the Renewal Option by giving notice of such exercise to Lessor not less
than twelve (12) months prior to the expiration of the initial term. Should
Lessee fail to timely exercise the Renewal
9
Option in accordance with the preceding provisions, said Renewal Option shall
expire and be of no further force and effect.
(e) At the request of either party, the parties agree to execute a short
form memorandum of lease confirming the basic terms of this Lease and to record
such memorandum of lease in the appropriate land title records.
Article 3
RENTS
-----
(a) Base Rent and Adjustments.
--------------------------
(1) Base Rent. As consideration for the use and occupancy of, and as
rental for, the Leased Premises, Xxxxxx promises and agrees to pay Lessor,
while this Lease remains in force and effect, paid in monthly payments in
advance $0.00 for months one and two of the term; $14,770.00 per month for
months three through twelve (3-12) of the term; $15,220.00 per month for
months thirteen through twenty-four (13-24) of the term; and $15,400.00 per
month for months twenty five through eighty-six (25-86) of the
term.
(2) Unanticipated Site Conditions. Within thirty (30) days after the
date of this Lease, Lessor shall complete and Lessee, at its option, may
undertake an engineering evaluation and analysis of the Leased Premises to
determine whether the site contains any unanticipated physical conditions
(an "Unanticipated Physical Condition") which would cause the Lessor or
Lessee to deem the Leased Premises to be unacceptable. Lessor shall deliver
to Lessee within thirty (30) days after the date of this Lease a written
copy of such evaluation and analysis. If Lessor or Xxxxxx discovers any
such Unanticipated Physical Condition, Lessor or Lessee shall give prompt
written notice thereof to the other party describing the condition, the
actions required to correct it, and the estimated cost of such actions. If,
within thirty (30) days after receipt of such notice from Lessor or Lessee,
Lessee and Lessor shall attempt to resolve the physical condition and if an
acceptable resolution is not made within fifteen days (through an
adjustment of rent or otherwise), both Lessor and Lessee shall have the
right to terminate this Lease by written notice given to the other party.
Any such termination shall have the same effect as described in Section
1(d) (2).
(3) ACC Approval. Promptly after the completion of the Construction
Documents, Lessor shall submit the same to any and all Architectural
Control Committees or similar entities as may be required by any applicable
private covenants or similar non-governmental instruments which may be
binding on the Land for review and approval by such entities (the "ACC
Approval"). If, as a condition to obtaining any necessary ACC Approvals,
Lessor is advised that changes to the Improvements must be made, and such
changes will cause Lessor to incur a Material Construction Cost, Lessor
shall give prompt written notice thereof to Lessee describing the required
changes and the estimated cost to complete them. If, within thirty (30)
days after Xxxxxx's receipt of such notice from Lessor, Lessee and Lessor
have not agreed upon an allocation of such costs (through an adjustment of
rent or otherwise), both Lessor and Lessee shall have the right to
terminate this Lease by written notice given to the other party. Any such
termination shall have the same effect as described in Section l(d)(2).
10
(4) Material Construction Cost. As used in this Section 3(a), the term
"Material Construction Cost" shall mean any amount totaling $10,000.00 or
more in actual out-of-pocket costs which may be incurred by Lessor for
alterations, additions, improvements, or other modifications to the
Improvements from those contemplated in the Construction Documents which
may be required as a direct result of any Unanticipated Site Conditions or
any changes required as a condition to obtaining any necessary ACC
Approvals.
(b) If the term of this Lease, as provided in Section 2(b), commences on a
day other than the first day of a calendar month, then the first monthly rental
payment shall be reduced to and shall be the proportionate part of the monthly
rental owed for the number of days between such Commencement Date and the first
day of the following month. Such first rental payment shall be due on the
Commencement Date of this Lease, as provided in Section 2(b), and the succeeding
payments of monthly rental shall be due and payable on or before the first day
of each succeeding calendar month thereafter during the full term of the Lease.
(c) The rental for the Renewal Term shall be equal to the FMRV of the
Leased Premises as of the commencement of the Renewal Term. As used herein, the
term "FMRV" shall mean the annual rent which a landlord would be willing to
accept in an arm's-length rental of the Leased Premises unimproved by Xxxxxx's
Work on all of the terms and conditions set forth herein for the Renewal Term.
If the parties cannot agree on the FMRV rent for the Renewal Term, such amount
shall be determined on a comparable rent basis, using at least three reasonably
comparable rental properties, by a qualified (MAI or equivalent) appraiser
located and practicing in the Houston, Texas metropolitan area, agreed upon by
the parties, or if they cannot so agree, then each shall select a qualified (MAl
or equivalent) appraiser located and practicing in the Houston, Texas
metropolitan area, and the two appraisers shall select a third such appraiser
and the FMRV shall be the average of the three appraisals. Lessor and Xxxxxx
shall share equally in all costs paid to the appraisers in connection with
determining FMRV for the Renewal Term hereunder.
(d) Except or as may otherwise be provided herein, Xxxxxx agrees to pay the
rental herein reserved at the times set forth above, without deduction or
offset, in lawful money of the United States of America. All such rental
payments shall be made to Lessor at the following address:
c/o Simpkins Group, Inc.
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
or to such other person or to such other place as Lessor may from time to time
designate.
Article 4
TAXES
-----
(a) The term "Taxes" as used herein shall mean all taxes, levies and
assessments of every character imposed or assessed upon or against the Leased
Premises by any governmental agency or authority having jurisdiction, whether
foreseen or unforeseen; provided nothing herein shall require or be construed to
require Lessee to pay any gift, estate, inheritance, excess profits,
11
succession, capital levy, transfer tax, income tax, or other tax assessment,
lien, charge or levy arising out of the rent payable by Xxxxxx or other income
received by Xxxxxx, its successors or assigns. If at any time during the term,
the State of Texas or any political subdivision of the state, including any
county, city, city and county, public corporation, district, or the United
States of America, levies or assesses against Lessor a tax, fee or excise: (i)
on rents, (ii) on the square footage of the Leased Premises, (iii) on the act of
entering into this Lease, (iv) on the occupancy of Lessee, or any other tax,
fee, or excise, however described, including, without limitation, a so-called
value added tax, as a direct substitution in whole or in part for, or (except in
the case of (i) above) in addition to, any real property taxes, Lessee shall pay
before delinquency said tax, fee, or excise.
(b) Lessee shall pay all Taxes during the term of this Lease directly to
the taxing authority therefor prior to the date on which any such Taxes would
become delinquent, except as otherwise provided in paragraph (c) below. Lessee
shall furnish to Lessor, within thirty (30) days after the date when due, proof
of payment of all Taxes paid by Xxxxxx.
(c) If any Taxes are or may be paid by Lessor to any taxing authority for
any tax year in installments, the amount payable by Lessee hereunder shall be
payable in such installments, except as otherwise provided below, and no amount
shall be payable by Lessee on account of installments becoming payable after the
expiration of the term of this Lease which are attributable to a period of time
after the expiration of the term hereof or attributable to any period of time
prior to the Commencement Date. If any assessment for public improvements is
payable, whether in a lump sum or in installments, Lessee shall pay a pro rata
share of such assessment, or any installments thereof, based upon the proportion
that the number of years remaining in the term of this Lease bears to the
expected useful life of such new public improvements as determined by a third
party consultant selected by Xxxxxx and Xxxxxx. For purposes of the preceding
sentence, the "term" of this Lease shall mean the initial term; provided that,
if Lessee exercises the Renewal Option, Lessee shall be assessed its pro rata
share based upon the proportion that the number of years of such Renewal Term
bears to the expected remaining useful life of such public improvement.
(d) Lessor shall within ten (10) days of receipt, deliver to Lessee
statements, assessments and other notices relative to any tax or assessment.
(e) Lessee shall have the right, before delinquency occurs, of contesting,
objecting to or opposing the legality or validity of any such Taxes provided
that prompt notice of such contest, objection or opposition shall be given to
Lessor by Lessee at least twenty (20) days before any delinquency; and provided,
further, that such contest, objection or opposition shall not be carried on or
maintained after the aforementioned time limit for the payment of said
obligations unless Lessee shall have duly paid the amount involved under protest
or shall have procured and maintained a stay of all proceedings to enforce any
collection thereof and shall also have provided for payment thereof, together
with all penalties, interest, costs, and expenses, by a deposit of sufficient
sum of money or by a good and sufficient undertaking as may be required or
permitted by law to accomplish such a stay. In the event of any such contest,
objection or opposition, Xxxxxx agrees to pay and discharge any unpaid amounts
finally determined to be due within thirty (30) days after the final
determination thereof or within such later grace period as may be allowed by
law.
12
Article 5
INSURANCE
---------
(a) During the entire term of this Lease, Lessee, at its own cost and
expense, shall provide and keep in force for the benefit of Lessor and Lessee
comprehensive general public liability insurance policies with insurance
companies approved by Lessor and in standard form, protecting Lessor and Lessee
(and specifically naming Lessor as an additional assured) against any or all
liability in the amount of not less than $1,000,000 in respect of any one
occurrence and in the amount of not less than $1,000,000 in respect of injuries
to or death of any one person, and in the amount of not less than $1,000,000 in
respect of destruction or damage to property, which policies shall cover the
entirety of the Leased Premises. Lessee may provide its insurance under a
blanket policy, provided the insurance has a Lessor's protective liability
endorsement attached.
(b) During the entire term of this Lease, Lessee shall keep the Building
and other improvements constituting a portion of the Leased Premises insured in
the name of and for the benefit of Lessor and Xxxxxx and the holder of any
mortgage or deed of trust on the Leased Premises as their respective interests
may appear, against loss or damage by fire and all hazards covered by the
standard form of extended coverage endorsement, and containing six (6) months'
rents insurance. Such insurance shall be for not less than one hundred percent
(100%) of the full replacement value thereof, as the same shall change from time
to time. The term "full insurable value" as used herein means agreed value for
actual replacement costs, including the cost of debris removal. Lessee shall
carry, at Xxxxxx's sole cost and expense, fire and extended coverage casualty
insurance on all of the alterations and improvements completed by Lessee in the
Leased Premises and on all trade fixtures, equipment, inventory, and personal
property located on the Leased Premises.
(c) All insurance policies required by this Article 5 shall be written by
companies of recognized financial standing which are highly rated by national
rating organizations and are legally qualified to issue such insurance.
(d) At the commencement of the term of this Lease, Lessee shall deliver to
Lessor Certificates of Insurance manifesting the insurance coverage required by
this Article 5 and, at least ten (10) days prior to the expiration of each such
policy, shall pay the premiums for the renewal of such insurance and provide
information satisfactory to Lessor evidencing payment thereof. All policies
shall provide at least twenty (20) days' written notice to both Lessor and
Lessee of any cancellation, termination, or material alteration.
(e) Lessee and Lessor shall cooperate in connection with the collection of
any insurance monies that may be due in the event of loss and shall execute and
deliver such proofs of loss and other instruments which may be required for the
purposes of obtaining recovery of any such insurance monies.
(f) Anything in this Lease to the contrary notwithstanding, Lessor and
Lessee each hereby waive and release the other from and against any and all
rights of recovery, claims or causes of action, against the other, its agents,
officers, contractors, or employees, for any loss or damage that may occur to
the Improvements, the Leased Premises, or any other improvements thereto, or any
personal property of such party therein, by reason of fire, the elements, or any
other cause which could be insured against under the terms of any of the
insurance policies required to be maintained by the respective parties under
Article 5 hereof, regardless of cause or origin, including the negligence of the
other party hereto, its agents, officers, contractors, or employees, and
covenants that no insurer shall hold any right of subrogation against the other
party.
13
Article 6
USE OF LEASED PREMISES AND COMPLIANCE WITH LAWS
-----------------------------------------------
(a) It is understood and agreed that Lessee will use and occupy the Leased
Premises for general office, prototype and low volume machine shop, light
manufacturing, assembly of equipment and products, warehouse use and other
purposes reasonably related to Lessee's business operations.
(b) Lessee shall comply with and fulfill all state, federal and municipal
laws, regulations and ordinances applicable to the use of the Leased Premises by
Xxxxxx and the business of Lessee conducted thereon. In the event that any
installations or alterations to any of the Improvements are required by changes
becoming effective after the Commencement Date in the laws, rules, regulations
or ordinances applicable to (i) the use of the Leased Premises by Lessee, Lessee
shall be required to make such installations or alterations, but Lessee shall be
reimbursed by Lessor, within thirty (30) days after receipt of an itemized
invoice for same, for a pro rata share of the cost of complying with any such
changes applicable to the use of the Leased Premises equal to (x) the excess, if
any, of the expected useful life of such alterations or installations over the
number of years remaining in the term of this Lease, divided by (y) the expected
useful life of such alterations or installations and (ii) the Leased Premises,
and not required because of the use by Lessee, Lessor shall make such
installations or alterations. For the purposes of the preceding sentence, the
"term" of this Lease shall mean the initial term; provided that, if Lessee
exercises the Renewal Option, during the Renewal Term, Lessee shall pay its pro
rata share of any such remaining costs under item (i) above based upon the
proportion that the number of years in such Renewal Term bears to the expected
remaining useful life of such alterations.
(c) Lessee hereby acknowledges the existence of certain laws and
regulations at the local, state and federal levels ("Environmental Laws") that
control the production, use, transfer, storage and disposal of certain materials
that have the potential to cause harm to either the physical environment or
living things, such substances hereinafter referred to as "Hazardous Materials".
Xxxxxx further acknowledges that it is Xxxxxx's responsibility to ensure that
all activities carried out in the Leased Premises during the term of the Lease
and any Renewal Term thereof are in compliance with the Environmental Laws.
Lessee hereby agrees that (i) no activity will be conducted on the Leased
Premises that will produce any Hazardous Materials; (ii) the Leased Premises
shall not be used for the storage of Hazardous Materials except in accordance
with Environmental Laws; and (iii) no toxic or dangerous chemicals or Hazardous
Materials shall be released or discharged by Lessee or anyone for whom Lessee is
in law responsible on the Leased Premises in excess of quantities permitted by
applicable laws. If Lessee violates any of the foregoing covenants, Lessor will
provide written notice to Lessee to take corrective action and Lessee will be
given a reasonable period of time to commence corrective action. Upon reasonable
prior notice to Xxxxxx, Lessor or Lessor's representative shall have the right,
but not the obligation, to enter the Leased Premises for the purpose of
inspecting the storage, use and disposal of chemicals and materials used in the
conduct of Xxxxxx's business to ensure compliance with the Environmental Laws.
Should it be determined, in the exercise of Lessor's reasonable discretion, that
said chemicals or materials are being improperly stored, transferred, used, or
disposed of, then Lessee shall immediately take such corrective action as
reasonably requested by Xxxxxx. Should Lessee fail to commence to take such
corrective action in a prompt manner, Lessor shall have the right to perform
such work and Xxxxxx shall promptly reimburse
14
Lessor for any and all costs associated with said work. If at any time during or
after the term of the Lease, the Leased Premises are found to be so contaminated
or subject to said conditions, as a result of matters which occurred on or after
the Commencement Date and which are caused by Lessee, Lessee shall, within a
reasonable time period, diligently institute proper and thorough cleanup
procedures at Lessee's sole cost, and Xxxxxx agrees to indemnify and hold Lessor
harmless from all claims, demands, actions, liabilities, costs, expenses,
damages, fines, reimbursement, restitution and response costs incurred by Lessor
in connection therewith, and the obligations for the foregoing indemnification
and the responsibilities of Lessee shall survive the termination or expiration
of this Lease. Lessor will provide a complete copy of a Phase 1 environmental
survey to Lessee within fifteen (15) days of lease execution. Lessee shall
notify Lessor within fifteen (15) days of receipt of any objections to the
environmental survey.
Article 7
CONDITION OF LEASED PREMISES AND REPAIRS
----------------------------------------
(a) Following completion of the Improvements by Xxxxxx as provided in
Article 1 above, and except as otherwise herein provided, Xxxxxx agrees, at its
sole cost and expense, to maintain all of the Leased Premises in good condition
and repair during the full term of this Lease (except for such repairs made
necessary by fire or other casualty and which are repaired in accordance with
the provisions of Article 9 below) and shall deliver the Leased Premises to
Lessor in as good a condition as existed on the date Lessee took possession, the
effects of Latent Defects (hereinafter defined), ordinary wear and tear, and
obsolescence in spite of repairs excepted. As used herein, the term "Latent
Defects" shall mean any defect in design, materials or workmanship in the
initial construction of the Improvements, the plans and specifications for same,
and/or subsurface soil conditions. Lessee, at its expense shall maintain in good
condition the structure of the Building including the roof, foundation, load
bearing and exterior walls. Lessee shall, at its own cost and expense, keep and
maintain in good order and repair (except for any Latent Defects, ordinary wear
and tear, and obsolescence in spite of repairs) all plumbing, wiring, fixtures,
equipment, heating and air conditioning equipment, interior and exterior
decorations, glass and painting in and on the Building and the parking area and
ingress and egress lanes, it being understood and agreed that Lessor shall have
no obligation to maintain the Leased Premises after Lessee takes possession
other then as provided in this Article 7 and Sections 1(h), 9, and 16 herein,
except such repairs caused by Xxxxxx's tortuous acts or omissions, improper
workmanship, or variance from plans and specifications.
(b) Lessor hereby assigns to Lessee all construction or equipment
warranties, guarantees, and/or service policies received by it which are
applicable to the Improvements; provided that such assignment shall not prevent
Lessor from enforcing same for its own benefit in order to perform its
obligations herein.
(c) In the event Lessee refuses or neglects to commence or to complete
properly and adequately any repairs which are the responsibility of Lessee
hereunder, then Lessor may (but shall not be obligated to) make such repairs
after thirty (30) working days' written notice to Lessee, or such shorter period
required by any emergency. In such event, Lessee shall be obligated to repay the
reasonable cost thereof to Lessor, upon demand, as additional rent.
(d) In the event Lessor refuses or neglects to commence or to complete
properly and adequately any repairs which are the responsibility of Lessor
hereunder, Lessee may (but shall not be obligated to) make such repairs after
ten (10) working days' written notice to Lessor, or
15
such shorter period required by any emergency. In such event, Lessor shall be
obligated to repay the cost thereof to Lessee, upon demand, or after thirty (30)
days' notice to Lessor of such costs incurred by Lessee, Lessee shall deduct the
reasonable costs from the next installments of rent until Lessee is fully
compensated.
Article 8
INDEMNIFICATION
---------------
Lessee shall indemnify, defend and hold Lessor harmless from any and all
Claims arising from Lessee's use of the Leased Premises or from the conduct of
its business or from any activity, work or things which may be permitted or
suffered by Lessee on or about the Leased Premises and shall further indemnify,
defend and hold Lessor harmless from and against any and all Claims arising from
any negligence of Lessee or any of its agents, contractors, employees or
invitees and any and all cost, attorney's fees, expenses and liabilities
incurred in the defense of any Claim or any action or proceeding brought
thereon, but excepting any Claims caused by the intentional acts or negligence
of Lessor, its employees, contractors or agents, or Lessor's breach of any of
its obligations set forth in this Lease. Lessee hereby assumes all risk of
damage to property or injury to persons in or about the Leased Premises from any
cause, and Lessee hereby waives all Claims in respect thereof against Lessor,
excepting where said damages caused by the intentional acts or negligence of
Lessor, its employees, contractors or agents, or Lessor's breach of any of its
obligations set forth in this Lease. "Claims" is hereby defined to include
claims, suits, actions, debts, damages, costs, losses, obligations, or
judgments.
Article 9
DAMAGE OR DESTRUCTION
---------------------
(a) Subject to the further provisions of this Article 9, if the
Improvements are damaged or destroyed (whether partially or totally) by fire or
other casualty or cause whatsoever, Lessor at its sole expense shall promptly
thereafter commence and diligently pursue to completion, the rebuilding,
restoration or repair of the Building and Improvements, in a good and
workmanlike manner, to a state and condition of repair in which their value and
utility is not substantially less than their value and utility immediately prior
to the damage and destruction, and this Lease shall continue in full force and
effect, subject to the abatement provision of Section 9 (b).
(b) If the Improvements are destroyed or damaged and are repaired or
restored pursuant to the provisions of this Article 9, the monthly rentals
payable hereunder for the period from the date of such destruction or damage to
the date the Building is repaired or restored shall be abated in proportion to
the degree, in the judgment of Lessee, to which the Building is rendered
untenantable or unusable by Lessee for its purposes.
(c) If Lessor shall be obligated or shall elect to repair or restore the
Building under the provision of this Article 9, but does not commence such
repair or restoration within ninety (90) days after such obligation shall accrue
(except where such delay is not within the reasonable control of Lessor) or
complete such repair or restoration within one hundred and eighty (180) days
after the commencement thereof (except where such delay is not within the
reasonable control of Lessor), or if Lessee reasonably determines that the
Building cannot be repaired or
16
restored within 180 days, Lessee may at Lessee's option cancel and terminate
this Lease as of the date of the occurrence of such damage by giving Xxxxxx
written notice of Xxxxxx's election to do so at any time after the expiration of
such periods of time and prior to the completion of such restoration work by
Xxxxxx.
(d) Upon cancellation of this Lease pursuant to this Article 9, all rental
and other charges due from Lessee shall terminate, Lessor shall refund to Lessee
any prepayments of rent or other charges, and both parties shall be relieved of
all further obligations under this Lease.
Article 10
ALTERATIONS
-----------
(a) Lessee shall not make, or suffer to be made, any structural alterations
of or improvements to the Building or the Leased Premises, or any part thereof,
without the prior written consent of Lessor, which consent shall not be withheld
unreasonably.
(b) Any equipment or trade fixtures of whatsoever nature as shall have been
installed in the Building by Lessee, whether permanently affixed or not, shall
continue to be the property of Lessee and may, but need not be, removed by
Lessee at the termination of this Lease; provided, however, Lessee shall at its
own expense repair any injury to the Building resulting from any such removal
and shall pay the cost of removing any trade fixtures installed by Lessee which
are not removed by Lessee on or prior to the termination of this Lease.
(c) All alterations and improvements made to the Building under Section
10(a) shall become the property of Lessor upon expiration of this Lease and need
not be removed by Lessee at its expense.
Article 11
UTILITIES
---------
Lessee shall pay, before delinquency, all charges for water, gas,
electricity, telephone service and all other services and public utilities
furnished to or used in, upon or about the Leased Premises by Xxxxxx during the
term of this Lease.
Article 12
HOLDING OVER
------------
(a) Xxxxxx agrees that upon the expiration or termination of this Lease
(however the same may be brought about), peaceable possession of the Leased
Premises will be promptly surrendered and delivered to Lessor.
(b) In case of holding over by Xxxxxx after the termination of this Lease
without the written consent of Lessor (however such termination shall be brought
about), Lessee shall be obligated to pay rent to Lessor on a per diem basis for
the entire hold over period at one hundred fifty percent (150%) of the rental
rate in effect at the time of the termination of this Lease. In the event of a
holding over by Xxxxxx after the term of this Lease (whether with or without the
written consent of Lessor), Lessee shall be and continue as the tenant at will
of Lessor and in the
17
event of Xxxxxx's failure to surrender, Xxxxxx shall be entitled to institute
and maintain am action of forcible detainer of the Leased Premises in any court
of competent jurisdiction.
Article 13
ASSIGNMENT AND SALE
-------------------
(a) In the event Lessee should desire to assign this Lease or sublet the
Leased Premises or any part thereof, Lessee shall give Lessor written notice of
such desire, together with financial information as to the proposed assignee or
sublessee sufficiently complete to allow Lessor to determine the financial
condition of such assignee or sublessee, at least twenty (20) days in advance of
the date on which Lessee desires to make such assignment or sublease. Lessor
shall then have a period of fifteen (15) days following receipt of such notice
and financial information within which to notify Lessee in writing that (i)
Lessor consents to such assignment or sublease, which consent shall not be
unreasonably withheld, or (ii) Lessor does not consent thereto provided,
however, that Lessee may without prior written notice and consent from Lessor,
assign this Lease or sublet all or part of the Leased Premises to any entity
which controls, is controlled by, or is under common control with Lessee or any
entity which is a successor to Lessee by acquisition, merger, or consolidation
of or with Lessee. No assignment or subletting by Lessee shall relieve Lessee or
any guarantor of its Lease of any obligation under this Lease. (iii) Upon
request by Lessor, Lessee shall furnish to Lessor copies of its latest annual
report together with quarterly income statements and balance sheet to date.
(b) Lessor shall have the continuing right at any time to sell or convey
the Leased Premises and Xxxxxx's rights under this Lease, and nothing herein
contained shall be construed as restricting such rights of Lessor. In the event
Lessor should hereafter sell or convey the Leased Premises to a third party or
parties, such party or parties shall acquire the Leased Premises subject to the
terms and provisions of this Lease and shall be subrogated to all of the rights
and privileges of Lessor hereunder, and Lessor shall thereupon be completely
relieved and discharged from all duties and obligations herein imposed upon
Lessor which accrue after the effective date of such conveyance; provided that
such transferee of Lessor shall have assumed all of Xxxxxx's duties and
obligations which accrue under this Lease after such date.
Article 14
INSOLVENCY AND BANKRUPTCY
-------------------------
It is mutually agreed, covenanted and understood by and between the parties
hereto that in the event any proceeding under the Bankruptcy Code or any
amendment thereto are commenced by or against Lessee, or in the event Lessee is
adjudged insolvent or makes an assignment for the benefit of its creditors, or
if a writ of attachment or execution is levied on the leasehold estate created
hereby and is not released or satisfied within a reasonable time thereafter, or
if a receiver is appointed in any proceeding or action to which Xxxxxx is a
party as debtor, with authority to take possession or control of the Leased
Premises or the business conducted therein by Xxxxxx, the same shall be a
default by Lessee hereunder and Xxxxxx shall have the right to exercise its
remedies as provided hereafter.
18
Article 15
DEFAULT AND ABANDONMENT
-----------------------
(a) If Lessee shall at any time fail to pay when due any payment of rent or
other sums provided for herein to be paid to Lessor, and such failure continues
uncured for a period of ten (10) days after the date that Lessee receives
written notice thereof from Lessor, or if Lessee shall at any time fail to
perform any of the covenants, terms, conditions or provisions of this Lease
(other than the payment of rent or other sums), and such failure continues
uncured for a period of thirty (30) days (or if such failure cannot with
reasonable diligence be cured within thirty (30) days, then such longer period
of time as may be reasonably necessary, provided that Lessee shall continuously
use reasonable diligence in attempting to cure such failure) after Lessor gives
Lessee written notice of such failure, or if Lessee shall assign or sublet
without written approval of Lessor (unless such approval is not required by the
terms of this Lease), Lessor shall have any one or more of the following
described remedies, in addition to all other rights and remedies provided at law
or in equity:
(i) Lessor may terminate this Lease, upon written notice to Xxxxxx and
all of Xxxxxx's rights shall be forfeited and lapsed, as fully as if this
Lease had expired by lapse of time.
(ii) Lessor may terminate Xxxxxx's right of possession (but not this
Lease) and may repossess the Leased Premises by any lawful means, without
further demand or notice of any kind to Lessee and without terminating this
Lease, in which event Lessor will use reasonable efforts to relet the same
for the account of Lessee for such rent and upon such terms as shall be
reasonably satisfactory to Lessor. For the purpose of such reletting,
Lessor is authorized to decorate or to make any repairs, changes,
alterations or additions in or to the Leased Premises that may be
reasonably necessary. Such reletting will not be construed as an election
on the part of Lessor to terminate this Lease unless a written notice of
such intention be given Lessee by Xxxxxx.
Article 16
EMINENT DOMAIN
--------------
(a) If during the term hereof, all or substantially all, of the Leased
Premises, shall be taken in any condemnation or eminent domain proceeding, this
Lease shall thereupon terminate. In such event the obligation to pay rent and
Xxxxxx's right of possession hereunder shall terminate on the date of such
taking. Any rent paid in advance shall be apportioned as of the date of such
taking, and Xxxxxx's portion thereof shall be refunded to Lessee.
(b) If only a part of the Leased Premises are taken so as to materially
affect the operation of Lessee's business from the Leased Premises and such
effect would continue even though the Leased Premises were restored by Lessor as
hereinafter provided, either party hereto shall have the option to terminate
this Lease as of the date of ouster by giving written notice of termination
within fifteen (15) days after Lessee has been ousted from possession of such
part, whereupon this Lease shall be of no further force or effect, and Lessor
and Lessee shall each be relieved of any obligations or liabilities hereunder as
of said date of ouster. If this Lease is not terminated pursuant to the
foregoing provisions, Lessor, at its own risk, expense and liability to Lessee,
shall promptly (but only to the extent of the proceeds of the condemnation
award) make such repairs and alterations to such part of the Leased Premises not
taken so as to constitute a complete building and land site suitable for the
uses and purpose for which said Leased Premises
19
are being utilized by Lessee. In such event Xxxxxx's right of possession as to
the portion so taken shall terminate on the date of such taking, and the rental
payable hereunder shall be reduced by a just and proportionate amount to be
agreed to by Lessor and Lessee, taking into consideration the amount of land,
and the usable space in the Building and other improvements remaining after any
such taking; but, if so much is taken as to render the Leased Premises
completely untenantable or unsuitable for the purpose for which they are hereby
leased, and neither Lessee nor Lessor exercises the option to terminate this
Lease as herein provided, all rental payments shall be suspended until the date
of completion by Lessor of such repairs and alterations.
(c) The provisions of this Article 16 shall only apply to the Improvements,
and in no event shall Lessor be obligated to reconstruct any improvements
constructed by Lessee but Lessor shall pay to Lessee a fair and equitable
portion of the condemnation award in lieu thereof.
(d) Any condemnation award or recovery shall belong and be paid to Lessor,
and Lessee shall have no claim thereto except as specified herein. Lessee
reserves the right to bring an action in its own name for its loss of business
and leasehold interest as well as any other damages which Lessee may recover as
a result of such condemnation action, including moving costs. The provisions
herein shall not be subject to the rights of Xxxxxx's mortgagee to apply
condemnation proceeds to the debt secured by its Mortgage.
Article 17
ACCESS TO PREMISES
------------------
Lessee shall permit Lessor and its agents to enter into and upon the Leased
Premises at all reasonable times and with at least two (2) days written notice,
except in an emergency situation, in accordance with the provisions hereof, for
the purpose of making repairs, alterations, or additions to any other portion of
the Leased Premises, including the erection and maintenance of such scaffolding,
canopy, fences and props as may be required or for the purpose of posting
notices of nonliability for alterations, additions or repairs. Lessor shall
conduct its activities in the Leased Premises in a manner that will cause the
least possible interference with Xxxxxx's business operations and rent shall
ratably xxxxx during which time Lessee is deprived of use of any portion of the
building area of the Leased Premises as a result of Lessor's presence in the
Leased Premises. Lessee shall permit Lessor, at any time within ninety (90) days
prior to the expiration of this Lease, to place upon the Leased Premises usual
or ordinary "For Lease" signs, and during such ninety (90) day period Lessor or
its agents may, during normal business hours, enter upon the Leased Premises and
exhibit same to prospective tenants.
Article 18
SUBORDINATION OF LEASE
----------------------
Upon Xxxxxx's request, and at Lessor's sole option, Lessee will subordinate
this Lease to the liens of any first mortgage or under first lien resulting from
any method of financing or refinancing except Industrial Development Bond
financing or refinancing (hereinafter collectively referred to as a "Mortgage")
now or hereafter existing against all or part of the Leased Premises, and to all
renewals, modifications, replacements, consolidations and extensions thereof;
provided that the holder of any such Mortgage agrees in writing that if the
Lessor defaults under such Mortgage, the holder shall not disturb Xxxxxx's
possession, rights and leasehold interest hereunder while Xxxxxx is not in
default hereunder beyond the time allowed for
20
curing the same. At any time and from time to time during the term of this
Lease, within twenty (20) days after Xxxxxx's receipt of a written request from
Lessor or any of Lessor's lenders, Xxxxxx shall execute and deliver a document,
in form and substance reasonably acceptable to Lessee, Lessor, and any such
lender, confirming such subordination and nondisturbance. Within ninety (90)
days after the date of this Lease, Lessor shall deliver to Lessee a written non-
disturbance agreement from the holder of any Mortgage executed prior to the
Commencement Date in form and substance reasonably acceptable to Lessee. In the
event of such default by Lessor, or any foreclosure, sale or other event causing
Xxxxxx's ownership of the Leased Premises to terminate, Lessee shall attorn to
the new owner and shall recognize the new owner as Xxxxxx's Lessor under this
Lease. Lessee shall, upon request of the holder of any such Mortgage, execute
and deliver any instrument reasonably requested by such holder to evidence the
subordination, attornment, and nondisturbance provisions set forth herein.
Lessee waives any right which it might have by law or in equity to terminate
this Lease or to surrender possession of the Leased Premises upon termination
of, or institution of proceedings against, Lessor's rights of ownership in the
Leased Premises; provided that none of Xxxxxx's rights and interests under this
Lease are disturbed. The new owner shall recognize Xxxxxx as a direct tenant
under this Lease; provided that Lessee is not in default as would permit Lessor
to terminate this Lease, and that Xxxxxx delivers to the new owner upon demand
an instrument certifying to such effect and confirming the agreement of Lessee
to attorn to the owner. As herein used, the term "foreclosure" shall include
both judicial proceedings and the exercise of a power of sale under any mortgage
or deed of trust without recourse to judicial proceedings.
Article 19
ESTOPPEL CERTIFICATE
--------------------
Lessor and Xxxxxx each hereby agree, at any time and from time to time
within twenty (20) days after requested by the other party, to execute and
deliver to the other party a written certificate stating (a) whether this Lease
is in full force and effect; (b) whether this Lease has been modified or amended
and if so, identifying and describing any such modification or amendment; (c)
whether rent and other charges have been paid more than thirty (30) days in
advance of the date when due and if so that date to which that have been paid in
advance; and (d) whether, to the best knowledge of the party giving the
certificate, any uncured default exists on the part of the other party, and, if
so, specifying the nature of such default.
Article 20
WAIVER
------
No covenant or condition of this Lease to be performed by Lessee and/or
Lessor can be waived except by the written consent of Lessor and/or Lessee, and
forbearance or indulgence by Lessor or Lessee in any regard whatsoever shall not
constitute a waiver of the covenant or condition to be performed by Lessee
and/or Lessor to which the same may apply; and until complete performance by
Lessee or Lessor of said covenant or condition, Lessor and/or Lessee shall be
entitled to invoke any remedy available unto it under this Lease or at law,
despite said forbearance or indulgence. The subsequent acceptance of rental
hereunder by Lessor shall not be deemed to be a waiver of any preceding breach
by Xxxxxx of any term, covenant or condition of this Lease, other than the
failure of Lessee to pay the particular rental so accepted, regardless of
Lessor's knowledge of such preceding breach at the time of acceptance of such
rental.
21
Article 21
QUIET ENJOYMENT
---------------
Xxxxxx agrees that so long as Xxxxxx is not in default hereunder Lessee
shall have the quiet enjoyment of the Leased Premises without hindrance on the
part of Lessor, and Xxxxxx will defend Lessee in the peaceful and quiet
enjoyment of the Leased Premises (other than those claiming by, through, or
under Xxxxxx).
Article 22
ATTORNEY FEES AND INTEREST
--------------------------
(a) In the event either party hereto shall institute suit against the other
with reference to the terms and conditions of this Lease, the prevailing party
shall be entitled to reasonable attorney's fees and court costs.
(b) All sums due from one party to the other party hereunder which are not
paid when due shall bear interest at the lesser of ten percent (10%) per annum
or the national prime interest rate plus two percent (2%) per annum from the
date same became due until paid.
Article 23
SIGNS
-----
Lessee shall have the right to install, maintain and replace exterior signs
in or on the Leased Premises subject to any applicable laws, codes or ordinances
and subject to any reasonable rules and regulations adopted for the Leased
Premises. Lessee shall make all repairs required by reason of the installation
and maintenance of its signs, except damage caused by the acts of Lessor, its
agents, servants or employees.
Article 24
SERVICE OF NOTICE
-----------------
Any notice or demand which either party hereby may desire to serve upon the
other in furtherance of any provisions of this Lease shall be in writing and
shall be sufficiently served if the same shall be sent by Federal Express or
other overnight courier service, or shall be sent United States Mail, postage,
prepaid, certified or registered, or shall be sent by facsimile transmission,
addressed, in the instance of Lessor, as follows:
c/o Simpkins Group
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
713/000-0000 (Fax)
22
or to such other address as Lessor shall designate by. written notice to Xxxxxx,
and in the instance of Xxxxxx, addressed as follows:
Attn: Law Department
00 Xxxxxx Xxxx Xxxxx
Xxxxxxxxxxx, XX 00000
000-000-0000 (Fax)
copy to:
Day, Xxxxx & Xxxxxx LLP
Attn: Real Estate Department
CityPlace I
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
000-000-0000 (Fax)
or such other address as Lessee shall designate by written notice to Lessor.
Such notices shall be deemed to have been served at the time of the actual
receipt or refusal of delivery thereof.
Article 25
CAPTIONS
--------
The various headings and numbers herein and the grouping of the provisions
of this Lease into separate articles and paragraphs are for the purpose of
convenience only and shall not be considered a part hereof.
Article 26
TIME
----
Time is of the essence of this Lease and each and all of its provisions.
Article 27
SUCCESSORS AND ASSIGNS
----------------------
This Lease shall inure to the benefit of and be binding upon the heirs,
executors, administrators, successors and assigns of Xxxxxx and Xxxxxx;
provided, however, that nothing herein shall impair any of the provisions
hereinabove set forth inhibiting assignment or subletting without the written
consent of Lessor.
Article 28
PARTIAL INVALIDITY
------------------
If any term, covenant, condition or provision of this Lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease shall not be affected
thereby and each term, covenant, condition and provision of this Lease shall be
valid and be enforced to the fullest extent permitted by law.
23
Article 29
CONSENT
-------
Whenever the consent of either Lessor or Xxxxxx must be obtained hereunder,
such consent shall not be unreasonably withheld.
Article 30
FORCE MAJEURE
-------------
(a) Whenever Lessor or Lessee shall be required hereunder or by law to
perform or provide any contract, act, work, labor or service, or to perform or
comply with any law, order, ordinance, or building, zoning or other regulations,
requirements, or rule of any governmental authority having jurisdiction, or to
perform any covenant hereunder (other than the payment of any sum of money) such
party shall not be deemed in default therein and the other party hereto shall
not enforce or exercise any of its rights hereunder if and so long as:
(1) Non-performance or default therein shall be caused by strikes,
lockouts, non-availability of labor or materials, war or national defense,
governmental restrictions, acts of God or other such unforeseeable events
or circumstances beyond the control of such party; and
(2) Such party shall contest the matter involved with due diligence
and in good faith in a proper forum or court with the person or
governmental authority requiring such payment, act, work, labor, services,
contract or lien.
(b) The foregoing provision of this Article 30 shall not apply to the
payment by Xxxxxx to Lessor of rent or any other monetary sums due by Lessee
hereunder or to any of Lessor's obligations under Article 1 of this Lease.
Article 31
ALTERATION
----------
This Lease shall not be altered, amended, or modified in any way or
terminated except by an instrument in writing, executed by both parties.
Article 32
PERSONAL PROPERTY TAXES
-----------------------
During the term hereof, Lessee shall pay prior to delinquency all taxes
assessed against and levied upon fixtures, furnishings, equipment and all other
personal property of Lessee contained in the Leased Premises; and, when
possible, Lessee shall cause said fixtures, furnishings, equipment and other
personal property to be assessed and billed separately from the Leased Premises.
24
Article 33
LEGAL CONSTRUCTION
------------------
This Agreement shall be construed in accordance with the laws of the State
of Texas.
Article 34
LIMITATION OF LIABILITY
-----------------------
Neither party shall ever be liable for consequential or punitive damage in
connection with any of its obligations hereunder.
Article 35
NET LEASE
---------
This Lease is a net lease, and except as otherwise expressly provided
herein, Lessee shall pay all costs and other expenses of every character,
foreseen or unforeseen, for the payment of which Lessee is or shall become
liable by reason of its estate or interest in the Leased Premises, or which are
connected with or arise out of the possession, use, occupancy, maintenance or
repair of the Leased Premises or any portion thereof, except as otherwise
provided in this Lease. Rent and any and all other amounts payable by Lessee
hereunder shall be paid by Xxxxxx without notice or demand (except as herein
otherwise provided), and without any set-off, deduction, abatement, suspension,
deferment, diminution or reduction of any kind for any reason, except as
specifically provided herein.
Article 36
LIMITATION OF LESSOR'S PERSONAL LIABILITY
-----------------------------------------
Notwithstanding any other provision in this Lease to the contrary, Xxxxxx
specifically agrees to look solely to Xxxxxx's interest in the Leased Premises
and in this Lease for the recovery of any judgment from Lessor, it being agreed
that Xxxxxx shall never be personally liable for any such judgment.
Article 37
COMPLIANCE WITH ENVIRONMENTAL LAWS
----------------------------------
(a) Lessor warrants and represents to Lessee that, to the best of Xxxxxx's
knowledge and after reasonable inquiry, the Leased Premises will be in full
compliance at the date of delivery to Lessee with all applicable Environmental
Laws.
(b) Lessor shall defend, indemnify and save Lessee, its officers,
directors, agents and employees, harmless from and against all claims,
obligations, demands, actions, proceedings and judgments, loss, damage,
liability and expense (including reasonable attorney's fees and expenses) which
any one or more of them may sustain in connection with any non-compliance of the
Leased Premises as of the Commencement Date with all Environmental Laws or in
connection with any environmental condition affecting the Leased Premises.
25
(c) If any material environmental violation encompassed within this Article
37 cannot be or is not corrected within one hundred eighty (180) days of
discovery, Lessee may terminate this Lease upon thirty (30) days' written notice
to Lessor provided the material environmental condition is not caused by the
Lessee. If any environmental violation poses a threat to health or safety, rent
shall immediately xxxxx and Xxxxxx shall have the immediate right to terminate
this Lease without liability. Further, during any clean-up period, if Xxxxxx's
use of the Leased Premises is materially impaired, Xxxxxx's obligation to pay
rent shall ratably xxxxx provided the environmental condition is not caused by
Xxxxxx.
(d) The parties hereto specifically agree that the indemnities of Lessor
and Lessee contained herein shall not extend to loss of business, lost rentals,
or consequential damages.
(e) The provisions of this Article 37 shall survive the expiration or
earlier termination of this Lease.
Article 38
LESSOR'S REPRESENTATIONS AND WARRANTIES
---------------------------------------
Lessor will represent and warrant to Lessee, as of the Commencement Date,
that to the best of its knowledge:
(a) Lessor does not have knowledge of, or reason to believe that there are
grounds for, the filing of a lien against the Leased Premises, other than the
lien for the construction loan.
(b) Lessor does not have knowledge of any pending condemnation or similar
proceeding affecting the Leased Premises or any portion thereof.
(c) Lessor does not have knowledge of any legal actions, suits, or other
legal or administrative proceedings, pending or threatened against the Leased
Premises nor that any such action, suit, proceeding or claim has been threatened
or asserted against Lessor or the Leased Premises.
(d) Lessor has granted no leases or license, nor created any tenancies,
affecting the Leased Premises and there are no parties in possession of any
portion of the Leased Premises as trespassers or otherwise.
(e) Lessor does not have knowledge of any uncured violations of federal,
state or municipal laws, ordinances, orders, regulations, or requirements
affecting any portion of the Leased Premises.
(f) The Leased Premises have adequate legal access to abutting public
highways, streets and roads.
(g) Lessor does not have knowledge of any pending or threatened
governmental or private proceedings which would impair or result in the
termination of access from the Leased Premises to abutting public highways,
streets and roads.
(h) Lessor does not have knowledge of, or reason to believe that there are
(i) any government agencies investigating the Leased Premises, (ii) any
environmental defects affecting
26
the Leased Premises or property, (iii) radon or radon decay products, asbestos
or asbestos decay products, within the Building at greater than generally
accepted safe levels, or (iv) mines or other subsurface conditions which would
have a materially adverse effect on the Leased Premises.
(i) Lessor does not have knowledge that the Leased Premises or any adjacent
property now are or have been the site of any place of business engaged in
operations which involve the generation, manufacture, refining, transportation,
treatment, storage, handling or disposal of any Hazardous Materials, above or
below ground.
(j) There is presently in existence or available adequate water,
electrical, sewage, stormwater and drainage systems, and gas utility service
required for the intended use of the Leased Premises.
(k) The intended use and occupancy of the Leased Premises are in full
compliance with all requirements of applicable building, zoning and land
development ordinances and all conditions of applicable planning board
subdivision, site plan and variance (if any) approvals.
(1) Lessor will obtain all required site plan approvals, permits and
certificates of occupancy necessary for Xxxxxx's occupancy and intended use.
(m) Lessor has no knowledge, or reason to believe that there are
underground storage tanks located on the Leased Premises, nor have there been
any in the past.
Article 39
OWNERSHIP OF LEASED PREMISES
----------------------------
Lessor represents and warrants that there are no reservations, easements,
building lines, covenants, restrictions, encumbrances or, other objections or
exceptions to good and marketable title that would prevent or impair either the
timely construction of the Improvements in accordance with the Construction
Documents approved by Lessee, or the use thereof as contemplated by Lessee.
Lessor shall furnish to Lessee a copy of the title policy showing title in
Lessor. If it is determined that Lessor and/or its assigns does not have good
and clear title to the Leased Premises at any time after commencement of
construction and Lessor cannot obtain good and clear title, then Lessee may
terminate this Agreement by giving Lessor written notice of its election to
terminate, whereupon Lessee shall have no further obligation to Lessor under
this Lease.
Article 40
COMPLIANCE WITH PUBLIC ACCONMODATION LAWS
-----------------------------------------
(a) Lessor represents, warrants and covenants that, upon the Commencement
Date, the Leased Premises will comply with all applicable laws, regulations, and
building codes, including, without limitation, all laws governing non-
discrimination in public accommodations and commercial facilities, including,
without limitation, the requirements of the Americans with Disabilities Act and
all regulations thereunder.
(b) Xxxxxx agrees to indemnify, defend and hold harmless Lessee, its
officers, directors and employees from and against any and all claims,
liabilities, losses and expenses
27
(including reasonable attorney's fees) arising in connection with Xxxxxx's
failure to comply with the provisions of this Article, save and except the
continued negligence of Xxxxxx.
Article 41
SECURITY DEPOSITS
-----------------
Lessee has deposited with Lessor a letter of credit in the amount of
$150,000, which letter of credit is acceptable in form and content to Lessor and
has been issued by a bank acceptable to Lessor, as security for the faithful
performance by Xxxxxx of the terms and conditions of this Lease. In the event
of a default by Lessee under this Lease including, without limitation, a failure
to pay rent or Taxes, Lessor may draw against said letter of credit to the
extent required to cure any such default. In the event that Lessee shall not
then be in default under the terms and conditions of this Lease, said letter of
credit shall be returned to Lessee on the earliest of the date of any of the
following: (i) five (5) years from the Commencement Date; or (ii) Lessee's
becoming a public company; or (iii) Lessee's acquisition by or merger with
another public company; or (iv) notification to Lessor by Lessee that Lessee has
generated a net profit for any quarter of any fiscal year of Lessee as
determined by generally accepted accounting practices and as evidenced by a
letter from accountants for Lessee or other evidence approved by Lessor, which
approval will not be unreasonably withheld.
EXECUTED as of the date set forth hereinabove.
LESSOR: D/S 00000 Xxxx Xxx, Ltd.
A Texas limited partnership
By: /s/ X.X. Xxxxxxxx, Xx.
----------------------
X.X. Xxxxxxxx, Xx.
Its: General Partner
---------------
LESSEE: CiDRA Corporation,
A Delaware corporation
By: /s/ X. Xxxxx Xxxxxx
-------------------
X. Xxxxx Xxxxxx
Its: President and CEO
-----------------
28
AMENDMENT #2 TO LEASE AGREEMENT
-------------------------------
THIS AMENDMENT modifies the LEASE AGREEMENT dated July 7, 2000 and
Amendment #1 to Lease Agreement dated July 20, 2000, by and between D/S 16600
Park Row, Ltd., a Texas Limited Partnership (hereinafter called "Lessor"), and
CiDRA Corporation, a Delaware corporation (hereinafter called "Lessee"). Unless
specifically changed here, all terms of the Lease Agreement and Amendment #1 to
Lease Agreement remain in full force and effect.
WITNESSETH:
Article 1
CONSTRUCTION OF IMPROVEMENTS BY LESSEE
--------------------------------------
(a) Xxxxxx agrees to expend funds up to $172,170 ("Allowance") in addition
to the purchase price of the Leased Premises to remodel, refurbish and renovate
same to Xxxxxx's specifications. Said Allowance shall include but is not
limited to actual construction costs, architectural and engineering fees.
Article 3
RENTS
-----
(a) Base Rent and Adjustments.
--------------------------
(1) Base Rent. As consideration for the use and occupancy of, and as
rental for, the Leased Premises, Xxxxxx promises and agrees to pay Lessor,
while this Lease remains in force and effect, paid in monthly payments in
advance $0.00 for months one and two of the term; $16,371.21 per month for
months three through twelve (3-12) of the term; $16,821.21 per month for
months thirteen through twenty-four (13-24) of the term; and $16,991.21 per
month for months twenty-five through eighty-six (25-86) of the term.
EXECUTED as of the ____ of September, 2000.
LESSOR: D/S 00000 Xxxx Xxx, Ltd.,
A Texas limited partnership
By:
--------------------------
Its:
--------------------------
LESSEE: CiDRA Corporation,
a Delaware corporation
By: /s/ X. Xxxxx Xxxxxx
-------------------
X. Xxxxx Xxxxxx
Its: President and CEO
-----------------
29
EXHIBIT "C"
RENT COMMENCEMENT LETTER
------------------------
RENT COMMENCEMENT LETTER
------------------------
In accordance with Article 2 Term of the Lease Agreement between D/S 00000
Xxxx Xxx, Ltd. ("Lessor") and CiDRA Corporation ("Lessee"), dated the ___ day of
____, 2000 (the "Lease"), Lessor and Lessee hereby agree, certify, and stipulate
that the Term of the Lease commenced on the __ day of _______, 2000, and shall
terminate on the ___, day of __________, 2000.
"LESSOR"
D/S 00000 Xxxx Xxx, Xxx.,
x Xxxxx limited partnership
By:
----------------------------
Name:
--------------------------
(Please Print)
"LESSEE"
CiDRA Corporation,
a Delaware corporation
By:
------------------------------
Name:
------------------------------
(Please Print)
30
