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EXHIBIT 10.1
ADDENDUM TO LEASE AGREEMENT
November 27, 1996
This Addendum to Lease Agreement ("Addendum") is entered into as of the date
set forth above by 000 Xxxxxxxxxxxxx Xxxxxxx Development Company ("Landlord")
and Phoenix International Ltd., Inc. ("Tenant").
BACKGROUND
Effective as of September 11, 1996, Landlord and Tenant entered into a Lease
Agreement ("Original Lease"), pursuant to which Landlord agreed to lease to
Tenant 37,259 square feet of rentable space in Landlord's 75,860 rentable
square foot office building located at 000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxx,
Xxxxxxxx Xxxxxx, Xxxxxxx ("Original Leased Premises"). The Original Lease
granted Tenant the right to expand its Leased Premises by leasing the south
half of the first floor of the 000 Xxxxxxxxxxxxx Xxxxxxx building. Effective
as of November 27, 1996, Tenant has exercised its right to so expand its Leased
Premises. Landlord and Tenant now desire to enter into this Addendum to set
forth the terms and conditions of Tenant's leasing of the south half of the
first floor of the 000 Xxxxxxxxxxxxx Xxxxxxx building. All capitalized terms
which are used, but not defined herein, will have the meanings attributed to
such terms in the Original Lease.
AGREEMENT
Landlord and Tenant hereby agree as follows:
Section 1. LEASING OF EXPANSION SPACE. Landlord hereby leases to Tenant
the 11, 098 square feet of rentable space, as measured in accordance with the
standards of the Building Owners and Managers Association International
("BOMA") and as modified to allocate space contained within the first floor
lobby and atrium proportionately among all space in the building (also
containing 9,609 square feet of usable space), contained in the south half of
the first floor of the 000 Xxxxxxxxxxxxx Xxxxxxx building ("Expansion Space").
The location and configuration of the Expansion Space is delineated on attached
Exhibit A, which Exhibit A is incorporated herein by this reference.
Section 2. TERMS GOVERNING LEASE OF EXPANSION SPACE. Tenant's leasing of
the Expansion Space will be upon the following terms and conditions:
(a) The initial term of Tenant's leasing of the Expansion
Space will commence on October 1, 1997 and will
terminate on the Termination Date of the initial term
under the Original Lease ("Expansion Term"),
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unless otherwise extended as provided under the Original Lease
and this Addendum.
(b) The monthly Base Rent payable by Tenant for the Expansion
Space during the Expansion Term will be as set forth in the
Base Rent Schedule attached hereto as Exhibit B, which Exhibit
B is incorporated herein by this reference.
(c) Tenant's "Proportionate Share" with respect to the Expansion
Space will be determined in the manner set forth in Item N, of
the Lease Summary of the Original Lease, including the terms
of Section 9(h). Based upon the projected rentable square
footage for the Expansion Space and the rentable square
footage for the Building set forth herein, Tenant's
Proportionate Share for the Expansion Space would be 14.62%,
subject to adjustment as set forth pursuant to the terms of
the Original Lease.
(d) Landlord will provide Tenant with a tenant improvement
allowance of $18 per rentable square foot contained within the
Expansion Space for the design and construction of tenant
improvements to such space. Landlord agrees that it will bid
the construction of all such tenant improvements to three
mutually agreed-upon and reputable general contractors. Upon
the receipt of bids from all three such general contractors,
Landlord will present such bids to Tenant and Tenant will have
the right to select the general contractor to construct the
tenant improvements among the three general contractors
submitting such bids. Landlord will thereafter construct
tenant improvements to the Expansion Space in accordance with
plans and specifications developed and approved by Landlord
and Tenant in the some manner as contemplated in Section 9(c)
of the Original Lease. All of the terms and conditions set
forth in Article 9 of the Original Lease related to the design
and construction of Tenant Improvements to the Original Leased
Premises will be applicable to Landlord's construction of
tenant improvements to the Expansion Space, except that: (i)
none of the dates or time frames referred to in Section 9(c)
with respect to the design of the tenant improvements will be
applicable to the design of the improvements to be made to the
Expansion Space; and (ii) the provisions of Section 9(d) will
not apply to the construction of the tenant improvements to
the Expansion Space, for the reason that those provisions
relate solely to the construction of the Base Building and
Tenant Improvements to the Original Leased Premises.
(e) All of the other provisions of the Original Lease (for
example, the provisions for parking spaces, renewal,
relocation costs and refurbishment allowance) will apply to
the Expansion Space during the Expansion Term in the same
manner as such provisions apply to the Original Leased
Premises under the Original Lease; provided, however,
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that if any provision of the Original Lease, by its terms, expressly
applies only to the Original Leased Premises (for example, the
targeted dates for the design and construction of the Tenant
Improvements to the Original Leased Premises), such provision will not
have any application whatsoever to Tenant's leasing of the Expansion
Space hereunder.
Section 3. MISCELLANEOUS. Except as otherwise expressly provided in this
Addendum, all of the terms and conditions of the Original Lease will remain in
full force and effect.
Section 4. AMENDMENT TO ORIGINAL LEASE. During the execution of the
Original Lease, the parties inadvertently omitted the following language from
Section 9(d) and (e) of the Original Lease, which shall be reinserted on page
10 of the Original Lease, at the end of the twelfth line of the fourth
paragraph of Section 9(d) after the word "written":
"notice of termination of this Lease Agreement to Landlord
within five days after such termination."
"Section 9(e): SUBSTANTIAL COMPLETION. For the purposes of
this Lease, the terms "Substantial Completion", "Substantially
Complete" and "Substantially Completed" and the like shall
mean the date when:"
Landlord and Tenant have executed this Addendum as of the date first set forth
above.
WITNESS: 000 XXXXXXXXXXXXX XXXXXXX
DEVELOPMENT COMPANY
By Xxxxxxx Management Inc., its Agent
---------------------------------
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Vice President
PHOENIX INTERNATIONAL LTD., INC.
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By: /s/ Xxxxxx Xxxxxxxxxx, CEO
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(Name) (Title)
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State of Ohio:
County of Franklin:
Before me, a notary public in and for said state and county,
personally appeared Xxxxxxx X. Xxxxx, the Vice President of Xxxxxxx Management
Inc., who acknowledges the signing of the foregoing instrument to be his free
act and deed for the uses and purposes set forth herein.
IN WITNESS WHEREOF, I have signed my name and affixed my official seal
on March 17, 1997.
/s/ Nova X. Xxxxx
-------------------------
Notary Public
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State of Florida:
County of Orange:
Before me, a notary public in and for said state and county,
personally appeared Xxxxxx Xxxxxxxxxx the Chairman and CEO of Phoenix
International Ltd., Inc. who acknowledges the signing of the foregoing
instrument to be his free act and deed for the uses and purposes set forth
herein.
IN WITNESS WHEREOF, I have signed my name and affixed my official seal
on March 7, 1997.
/s/ Xxxx Xxxx Xxxxx
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Notary Public
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EXHIBIT B
BASE RENT SCHEDULE
The monthly Base Rent payable by Tenant during the Expansion Term for the
Expansion Space will be set forth in the following schedule:
PER RENTABLE SQUARE FOOT
------------------------
LEASE PERIOD BASE RENT MONTHLY BASE RENT
------------ --------- -----------------
Lease Year 1 (being a partial lease year) 18.50 17,109
Lease Year 2 18.75 17,340
Lease Year 3 19.00 17,572
Lease Year 4 19.25 17,803
Lease Year 5 19.50 18,034
Lease Year 6 20.00 18,497
Lease Year 7 20.25 18,728
Lease Year 8 20.50 18,959
Lease Year 9 20.75 19,190
Lease Year 10 21.00 19,422
The total monthly payment due from Tenant during the partial first year of the
Expansion Term will be $18,306.63 (consisting of Base Rent of $17,109 and sales
tax thereon of $1,197.63). For the purposes of this Lease, all references to a
"Lease Year" will mean, as to Lease Year 1, the period beginning on the first
day of the Expansion Term and, ending on the first anniversary of the
Commencement Date under the Original Lease and, as to each subsequent Lease
Year, each successive twelve month period thereafter beginning on the day
following the first anniversary of the Commencement Date under the Original
Lease.
Notwithstanding the foregoing, after Lease Year 1, the per rentable square foot
Base Rent shall be the lesser of the amount shown above or the prior year's
Base Rent multiplied by the Consumer Price Index Adjustment ("CPI Adjustment")
as defined herein. The CPI Adjustment for any Lease Year shall be a fraction,
the numerator of which shall be the average CPI for the 12 months ending with
the Commencement Date anniversary immediately preceding such Lease Year and the
denominator of which shall be the average CPI for the 12 months ending with the
Commencement Date or the Commencement Date anniversary before the Commencement
Date anniversary immediately preceding such Lease Year. For the purpose
hereof, the term "Commencement Date" shall mean the Commencement Date set forth
in the Original Lease. The term "CPI" as used herein shall mean the Consumer
Price Index for All Urban Consumers in the Central Florida Area (or any
reconstituted geographic area covering the Central Florida Area), published by
the United States Department of Labor, Bureau of Statistics.
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For example, if the Commencement Date of the Original Lease is April
1, 1997, the Base Rent for Lease Year 2 (from April 1, 1998 to March
31, 1999) shall be calculated as follows:
If (1) the average CPI for the 12 months prior to April 1, 1998
was 132.2, and (2) the average CPI for the 12 months prior to April 1,
1997 was 129.6, then (1) the CPI Adjustment would be 1.02, (2) the CPI
Adjustment would be multiplied by the Year 1 Rent ($17,109) to get a
total of $17,451, and (3) because $17,451 is greater than the $17,340
listed on this Exhibit B Rent Schedule for Year 2, the Base Rent for
Year 2 would be $17,340.
In the event the federal government changes the publication frequency of the
CPI so that the CPI is not available to make a CPI Adjustment of annual rent,
the CPI Adjustment shall be based on the percentage difference between the CPI
for the closest preceding month for which a CPI is available and the CPI for
the last anniversary of the Commencement Date. If the issuance of the CPI by
the federal government is discontinued, the Landlord shall use for the CPI the
official index published by a federal governmental agency which is most nearly
equivalent to the CPI. If no such index is available, then Landlord shall use
such index or procedure which reasonably reflects national average of increases
or decreases in consumer prices. If the rental payments determined pursuant to
this Exhibit B exceed that allowed by the terms of any valid governmental
restriction which limits the amount of rent or if the rental payments described
pursuant to this Exhibit B exceed any limitation otherwise imposed by this
Lease, the amount of rent or other payments shall be the maximum permitted by
such governmental restriction and by such limitation; however, all increases or
decreases in rent or other payments provided in this Lease shall be calculated
thereafter based upon the amount of the rent which would have been payable
under the Lease as if such government restriction or other limitation had not
limited the rent payable under the terms of this Lease. Notwithstanding the
above, the increase in per rentable square foot base rent from Year 5 to Year 6
shall be $.50, regardless of any increase in the CPI.
