LEASE AMENDMENT NO. 2
This Lease Amendment No. 2 (this "Amendment") is
executed as of August 31, 2004, between WPP HOLDINGS, L.L.C.,
a Delaware limited liability company, as successor to WHWPP
Real Estate Limited Partnership, a Delaware limited
partnership ("Landlord") ("Landlord") and MDI TECHNOLOGIES,
INC., a Missouri corporation ("Tenant") for the purpose of
amending the Lease Agreement dated October 23, 2000, as
amended by Lease Amendment No. 1 dated April 10, 2003
(collectively, the "Lease"). Capitalized terms used herein
but not defined shall be given the meanings assigned to them
in the Lease.
RECITALS:
WHEREAS, Tenant is currently occupying Suite 100,
containing 12,022 rentable square feet of space (the
"Premises") and the storage area commonly known as Storage
Xxxx 00 (S-10), containing 215 rentable square feet of space
(the "Storage Space"), all of which are located in the
Building numbered 000 Xxxx Xxxx Xxxxx, Xx. Xxxxx, Xxxxxxxx in
that multi-building development commonly known as West Port
Plaza and legally described on Exhibit A, attached hereto;
and
WHEREAS, Landlord has agreed to extend the term of the
Lease on the terms and conditions contained herein.
AGREEMENTS:
For valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Landlord and Tenant agree
as follows:
1. Extension of Term. The Term of the Lease is hereby
extended such that it expires at 5:00 p.m., St. Louis,
Missouri time on December 31, 2010 (the "Expiration Date"),
unless sooner terminated as provided in the Lease.
2. Effective Date. The effective date of this
Amendment shall be thirty (30) days after this Amendment is
executed (the "Effective Date").
3. Condition of Premises. Except as set forth in
Exhibit B, attached hereto and incorporated herein, Tenant
accepts the Premises in its "AS IS" condition.
4. Base Rent - Storage Space. As of the Effective
Date, there shall be no amount of Base Rent due and owing for
the Storage Space.
5. Base Rent - Premises. As of the Effective Date,
the monthly Base Rent for the Premises shall be the following
amounts for the following periods of time:
Lease Month Per Square Foot Monthly Base Rent
1-12 $21.00 $21,038.50
13-24 $21.50 $21,539.42
25-36 $22.00 $22,040.33
37-48 $22.50 $22,541.25
61-72 $23.50 $23,543.08
73-Expiration Date $24.00 $24,044.00
As of the Effective Date, the Base Year for the Premises
shall be calendar year 2004.
6. Brokerage. Landlord and Tenant each warrant to the
other that it has not dealt with any broker or agent in
connection with the negotiation or execution of this
Amendment other than Xxxxx & Company, whose commission shall
be paid by Landlord pursuant to a separate written agreement.
Tenant and Landlord shall each indemnify the other against
all costs, expenses, attorneys fees, and other liability for
commissions or other compensation claimed by any other broker
or agent claiming the same by, through, or under the
indemnifying party.
7. Ratification. Tenant hereby ratifies and confirms
its obligations under the Lease, and represents and warrants
to Landlord that it has no defenses thereto. Additionally,
Tenant further confirms and ratifies that, as of the date
hereof, (a) the Lease is and remains in good standing and in
full force and effect except that Exhibit I (Guaranty) is
deleted as of the Effective Date, and (b) Tenant has no
claims, counterclaims, set-offs or defenses against Landlord
arising out of the Lease or in any way relating thereto or
arising out of any other transaction between Landlord and
Tenant.
8. Binding Effect; Governing Law. Except as modified
hereby, the Lease shall remain in full force and effect and
this Amendment shall be binding upon Landlord and Tenant and
their respective successors and assigns. If any
inconsistency exists or arises between the terms of this
Amendment and the terms of the Lease, the terms of this
Amendment shall prevail. This Amendment shall be governed by
the laws of the State of Missouri.
9. Counterparts. This Amendment may be executed in
multiple counterparts, each of which shall constitute an
original, but all of which shall constitute one document.
10. List of Exhibits. All exhibits and attachments
hereto are incorporated herein by this reference.
Exhibit A - Legal Description
Exhibit B - Tenant-Finish Work
Exhibit C - Agency Disclosure
Executed as of the date first written above.
LANDLORD: WPP HOLDINGS, LLC,
a Delaware limited liability
company
By:___________________________
Name:_________________________
Title:________________________
TENANT: MDI TECHNOLOGIES, INC.,
a Missouri corporation
By:___________________________
Name:_________________________
Title:________________________
EXHIBIT A
LEGAL DESCRIPTION
Lot C-1 of Plat of Resubdivision of Xxx X xx Xxxx Xxxx Xxxxx
as per plat recorded in Plat Book 346 pages 397 and 398 of
the Office of the Recorder of Deeds of St. Louis County,
Missouri.
EXHIBIT B
TENANT FINISH-WORK: WORK OF LIMITED SCOPE (NO PLANS)
(Landlord Performs the Work)
1. Acceptance of Premises. Except as set forth in this
Exhibit, Tenant accepts the Premises in their "AS-IS"
condition on the date that this Lease is entered into.
2. Scope of Work. Landlord, at its expense, shall
perform the following work in the Premises (the "Work"): (a)
paint the walls in the Premises in Tenant s choice of color
using such paint and quantities as Landlord deems standard
for the Building.
3. Tenant Improvement Allowance. In 2006, the Landlord
shall provide to Tenant a Tenant improvement allowance not to
exceed Fifteen Thousand Dollars ($15,000) (the "Tenant
Improvement Allowance") to be applied toward the cost of
recarpeting the Premises. The Tenant Improvement Allowance
shall not be disbursed to Tenant in cash, but shall be
applied by Landlord to the payment of recarpeting the
Premises, if, as, and when the cost of the Work is actually
incurred and paid by Landlord. The Tenant Improvement
Allowance must be used by December 31, 2006, or shall be
deemed forfeited with no further obligation by Landlord with
respect thereto.
EXHIBIT C
AGENCY DISCLOSURE
Agency Relationship Confirmation
Property Address: 000 Xxxx Xxxx Xxxxx, Xxxxx 000,
Xx. Xxxxx, Xxxxxxxx 00000
Part I. Landlord's Agent/Subagent
To Prospective Tenant: Tenant understands that Xxxxx &
Company and its salespersons are acting on behalf of
Landlord. Tenant acknowledges that (a) disclosure of this
relationship was communicated no later than the first showing
of the property, or immediately upon the occurrence of a
change to the relationships if required by rule or
regulation, and (b) they have received a Missouri Broker
Disclosure Form. Compensation to Landlord's agent(s) will be
paid by Landlord.
Tenant: MDI TECHNOLOGIES, INC.,
a Missouri corporation
By:________________________________
Date_______________
Landlord's Agent: XXXXX & COMPANY
By:________________________________
Date_______________
Part II. Tenant's Agent
To Landlord: Landlord understands that Tenant is
representing itself, i.e.: Tenant does not have a broker.
Landlord acknowledges that (a) disclosure of this
relationship was communicated no later than the first showing
of the property, or immediately upon the occurrence of a
change to the relationships if required by rule or
regulation, and (b) they have received a Missouri Broker
Disclosure Form.
Landlord: WPP HOLDINGS, LLC,
a Delaware limited liability company
By:________________________________
Date_______________
Tenant MDI TECHNOLOGIES, INC.,
a Missouri corporation
By:________________________________
Date_______________
