FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE is made as of September 21, 2005 (this "First
Amendment"), between FAIRFIELD PROPERTY ASSOCIATES LL ("Landlord") and XXXXXX
ELECTRONICS, INC. ("Tenant").
RECITALS:
A. Landlord and Tenant entered into a lease dated July 21, 2000 (the
"Lease"), which Lease demises certain premises comprised of approximately 11,841
Gross Rentable Square Feet in Unit 130 (the "Demised Premises") of the building
located at 000 Xxxxx 00 Xxxx, Xxxxxxxxx, Xxx Xxxxxx.
B. Tenant and Landlord desire to extend the term of the Lease and to
memorialize and confirm other changes to the terms and conditions of the Lease
as set forth below.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby conclusively acknowledged, Landlord and Tenant hereby agree as
follows:
1. The above Recitals are specifically incorporated herein by reference.
2. In the event the terms or conditions of this First Amendment conflict
with, disagree with, or add to any term(s) or condition(s) of the Lease, this
First Amendment shall be deemed controlling and shall supersede any
contradictory provision(s).
3. All capitalized terms and other terms not otherwise defined herein shall
have the meanings ascribed to them in the Lease.
4. All references in the Lease to Landlord shall mean Fairfield Property
Associates LLC.
5. The term of the Lease is hereby extended by three (3) years and one (1)
month commencing on December 1, 2005 (the "Renewal Date") and terminating on
December 31, 2008 (the "Extended Term"). All references to the "term" or the
"Term" under the Lease shall mean the term as extended by this First Amendment.
6. Beginning on the Renewal Date:
(a) Base Rent shall be:
Period Annual Base Rent Monthly Base Rent
------ ---------------- -----------------
December 1, 2005 through December 31, 2005 $0.00 $0.00
January 1,2006 through December 31, 2008 $74,006.28 $6,167.19
(b) Tenant's Building Percentage shall remain 19.41%, subject to adjustment
per terms of the Lease.
(c) Tenant's Common Area Payment shall be $3,895.20, subject to adjustment
per terms of the Lease.
7. Tenant is in possession of the Demised Premises and shall continue to
lease Demised Premises in its "AS IS" condition. In lieu of Landlord performing
any work in the Demised Premises, Landlord agrees to allow Tenant a credit of
not more than Five Thousand and 00/100 Dollars ($5,000.00) to be used by Tenant
for the sole purpose of improving the Demised Premises, including, without
limitation, paint and/or carpeting. Such credit(s) shall be applied to the next
occurring installments of Base Rent. Credit(s) shall be approved, in Landlord's
reasonable discretion, upon submission by Tenant to Landlord of documentation
that expenditures were made during the Improvement Period. Such documentation
shall be in the form of (i) a narrative of the improvement(s) made for each
particular expenditure, setting out the nature, purpose and location within the
Demised Premises of the particular improvement for which credit is requested,
(ii) invoices and cancelled checks for payment of such invoices and (iii) where
applicable, final lien waivers, duly executed by all contractors and
subcontractors performing such work, indicating that such work has been
completed and paid for in full. Landlord reserves the right to inspect the
Demised Premises prior to approving any credit for the purpose of confirming the
completion and value of the improvement. Tenant shall submit requests for rent
credit(s) pursuant to this Paragraph in amounts of not less than Two Thousand
and 00/100 Dollars ($2,000.00) per request, with the exception of a final credit
request, which may be for any amount.
8. Landlord is holding the sum of $5,332.69 as Security and shall continue
to hold same pursuant to the terms of the Lease.
9. Landlord and Tenant each warrant and represent to the other that neither
employed, dealt with nor negotiated with any broker in connection with this
transaction other than Associated Realty, Inc. and SBWE, Inc. ("Broker") and
each agrees to indemnify and hold harmless the other against any loss, cost or
expense (including reasonable attorneys' fees) arising out of a breach of such
representation by the indemnitor. Landlord shall pay any commission owing Broker
pursuant to a separate agreement.
10. Landlord and Tenant affirm that the Lease is in full force and effect,
and Tenant certifies that all obligations of Landlord under the Lease as of this
date have been fully performed and complied with by Landlord. By entering into
this First Amendment, Landlord does not and shall not be deemed either (i) to
waive or forgive any default, rent arrears or other conditions with respect to
the Lease or the use of the Demised Premises, whether or not in existence or
known to Landlord at the date hereof, or (ii) to consent to any matter as to
which Landlord's consent is required under the terms of the Lease, except such
as may heretofore have been waived in writing or consented to in writing by
Landlord.
11. Tenant represents and warrants that it has obtained all required
consents to enter into this First Amendment.
12. Except as expressly modified or amended by this First Amendment, all of
the terms, covenants and conditions of the Lease are hereby ratified and
confirmed and, except insofar as reference to the contrary is made in any such
instrument, all references to the "Lease" in any future correspondence or notice
shall be deemed to refer to the Lease as modified by this First Amendment.
13. This First Amendment is offered for signature by Tenant and it is
understood that this First Amendment shall not be binding upon Landlord or
Tenant unless and until Landlord and Tenant shall have executed and
unconditionally delivered a fully executed copy of this First Amendment to each
other.
IN WITNESS WHEREOF, the parties have this day set their hands and seals.
Signed, Sealed and Delivered
In the presence of: LANDLORD:
FAIRFIELD PROPERTY ASSOCIATES LLC
By: Fairfield Management Associates, LLC
______________________________ By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxx, Managing Member
TENANT:
XXXXXX ELECTRONICS, INC.
[NOTARY ACKNOWLEDGEMENT] By: /s/Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
Chief Financial Officer
