LEASE AMENDMENT
AGREEMENT, made as of the 31st day of July, 1997, by and between HEARTLAND
ASSOCIATES, a New York partnership, with an office at 0 Xxxxxxxxx Xxxxx,
Xxxxxxxx, Xxx Xxxx, 00000, (hereafter "Landlord") and GLOBAL PAYMENT
TECHNOLOGIES Inc., formerly known as COIN XXXX VALIDATOR, INC., a corporation
duly organized and existing under the law of the State of New York, with an
office at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, (hereafter "Tenant")
W I T N E S S E T H :
WHEREAS, Landlord and Tenant entered into an Agreement of Lease, dated as
of September 21, 1994, for the leasing by Landlord and the hiring by Tenant, of
those certain premises in the building known as 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxx
Xxxx, as more particularly described in Exhibit "A" to the Agreement of Lease,
for the term, for the rent and on such other terms and conditions as set forth
in the Agreement of Lease (the "Lease"); and
WHEREAS, the Lease is currently in full force and effect and Tenant is
occupying the premises in the building 000 Xxxx Xxxxxx as set forth on Exhibit
"A" attached to and made part of the Lease; and
WHEREAS, Tenant desires to hire from Landlord additional space within the
building in which the premises are located, on all of the terms and conditions
as set forth in the Lease and as set forth herein; and
WHEREAS, Landlord is agreeable to letting to Tenant additional space within
the building in which the premises are located, on all of the terms and
conditions as set forth in the Lease and as set forth herein;
NOW, THEREFORE, in consideration of the Lease, the mutual covenants and
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agrees as follows:
1. Landlord and Tenant hereby ratify and confirm the recitals.
2. In addition to the premises originally leased to Tenant, Landlord hereby
leases to Tenant and Tenant hereby hires from Landlord, for the period from the
Unit "C" Commencement Date (as
hereafter defined) through and including March 31, 2000, on all of the terms and
conditions of this Lease, Unit "C" as more particularly cross-hatched in red on
Exhibit "A" attached to this Lease Amendment. Unit "C" contains approximately
4,216 square feet. The Unit "C" Commencement Date shall be August 1, 1997, or
such later date when possession of Unit "C" shall be delivered to Tenant. If
possession of Unit "C" is not delivered to Tenant by October 1, 1997 then, after
October 1, 1997 but prior to November 1, 1997, Tenant may send Landlord written
notice of its desire to cancel the hiring of Unit "C" on that date which is
thirty (30) days from the date of Tenant's notice. In the event Tenant timely
sends the required notice to Landlord, and possession of Unit "C" is not
delivered to Tenant prior to the date in Tenant's notice, then on the date in
Tenant's notice the hiring of Unit "C" shall come to an end and be of no further
force and effect but the Lease as to the original premises leased to Tenant (as
more particularly cross-hatched in red on Exhibit "A" attached to the Lease,
dated September 21, 1994) shall continue to survive and remain and be in full
force and effect as if this Lease Amendment had never been executed, and
Landlord shall have no liability to Tenant by reason thereof. In the event
Tenant fails to timely send the required notice or Landlord has, prior to the
date in Tenant's notice, delivered possession of Unit "C" to Tenant this Lease
Amendment and the Lease shall be and remain in full force and effect.
3. Paragraph 41 (A) of the Lease is amended by deleting subparagraphs (iv),
(v) and (vi) thereof in their entirety and adding the following subparagraphs
thereto in place and instead thereof:
(iv) In addition to the Base Rent payable by Tenant under subparagraph
(iii), for the period from the Unit "C" Commencement Date through December 31,
1997, Tenant shall also pay Base Rent in the amount of two thousand two hundred
thirty-seven and 99/100 ($2,237.99) dollars per month.
(v) For the Lease Year January 1, 1998 through December 31, 1998, Base Rent
shall be two hundred eighty-nine thousand nine hundred eleven and 44/100
($289,911.44) Dollars, payable twenty-four thousand one hundred fifty-nine and
29/100 ($24,159.29) Dollars monthly.
(vi) For the Lease Year January 1, 1999 through December 31, 1999, Base
Rent shall be two hundred ninety-eight thousand five hundred eighty and 11/100
($298,580.11) Dollars, payable twenty-four thousand eight hundred eighty-one and
68/100 ($24,881.68) Dollars monthly.
(vii) For the period January 1, 2000 through March 31, 2000, Base Rent
shall be twenty-four thousand eight hundred eighty-one and 68/100 ($24,881.68)
Dollars monthly.
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4 4. From and after the Unit "C" Commencement Date, whenever and wherever
reference is made in the Lease and this Lease Amendment to "premises", the same
shall mean the premises originally leased to Tenant under the Lease (as more
particularly cross-hatched in red on Exhibit "A" attached to the Lease, dated
September 21, 1994), plus Unit "C" as more particularly cross-hatched in red on
Exhibit "A" to this Lease Amendment. Unit "C" contains approximately 4,216
square feet. From and after the Unit "C" Commencement Date, whenever and
wherever reference is made in the Lease and this Lease Amendment to Tenant's
Share, Tenant's proportionate share and Tenant's pro rata share, the same shall
be thirty-six and 84/100 (36.84%) percent, provided, however, only with respect
to the payment of Real Estate Taxes, and not as to any of Tenant's other
obligations under the Lease, Tenant's Share shall remain as thirty-three and
33/100 (33.33%) percent and Tenant shall pay Real Estate Taxes for Unit "C" as
hereinafter provided. In addition to Tenant's obligation to pay thirty-three and
33/100 (33.33%) percent of the increase in Real Estate Taxes for the premises
originally let to Tenant under the Lease (as more particularly cross-hatched in
red on Exhibit "A" attached to the Lease, dated September 21, 1994) in
accordance with paragraph 42 of the Lease, and in addition to all of Tenant's
other payment obligations under the Lease, during each and every year during the
term of this Lease from and after the Unit "C" Commencement Date, and for so
long as Tenant's occupancy of Unit "C" continues, Tenant hereby agrees to also
pay and shall also pay, as additional rent, at the same time and in the same
manner as Tenant's obligation for payment of Real Estate Taxes in accordance
with paragraph 42 of the Lease, three and 51/100 (3.51%) percent of any and all
increases in Real Estate Taxes (as defined in paragraph 42 of the Lease), and
increased assessments above those for the period December 1, 1996 through
November 30, 1997 imposed on 000 Xxxx Xxxxxx or, if Real Estate Taxes are not
separately assessed for or imposed upon 000 Xxxx Xxxxxx, the tax lot(s) of which
Unit "C" is or becomes a part, as the case may be.
5. Tenant and Landlord each warrant and represent to the other that there
was no broker instrumental in bringing about or consummating this Lease
Amendment and neither Tenant nor Landlord have had any conversations with any
broker(s) in connection with this Lease Amendment. Tenant agrees to indemnify,
defend and hold Landlord harmless from and against any and all costs,
commissions, expenses, claims, suits, actions, judgments, etc., including
attorneys fees, of or by any broker for a commission or fee in connection with
this Lease Amendment by reason of a breach by the Tenant of the warranty or
representation contained herein.
6. Tenant acknowledges and agrees that Landlord has not offered to do, and
Landlord has no obligation to do, any work or make any repairs, alterations,
modifications, improvements, changes or additions to the premises and/or Unit
"C" in connection with this Lease Amendment. Tenant further acknowledges that
Landlord has made no representations and is unwilling to make any
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representations at all with regard to Unit "C", including the condition thereof,
and Tenant, having had a full and fair opportunity to inspect the same. Tenant's
occupancy of Unit "C" shall be a certification to Landlord that Tenant has
accepted Unit "C" in "as is" condition.
7. Tenant warrants and represents to Landlord that it has no cause of
action, whether at law or in equity, including without limitation, any
offset(s), counterclaim(s), or defense(s), with respect to the Lease.
8. From and after the date hereof, paragraph 43 of the rider to the Lease
is amended by deleting the third subparagraph thereof (with regard to waiver of
subrogation) in its entirety. The foregoing shall not affect or impair any other
language contained in paragraph 9 of the pre-printed lease form, which remains
in full force and effect.
9. Subparagraphs (1) and (2) of paragraph 53 (D) shall not be applicable to
any corporation whose shares are publicly traded on a nationally recognized
exchange.
10. This Lease Amendment may only be modified by a writing executed by the
parties hereto.
11. The covenants, conditions and agreement of this Lease Amendment shall
bind and inure to the benefit of Landlord and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in the Lease, their assigns.
12. This Lease Amendment and the Lease contain the entire understanding and
agreement between Landlord and Tenant; all prior agreements, both oral and
written, are merged herein and therein and are superseded hereby and thereby.
13. Except as amended, changed or modified hereby, the Lease is, and shall
remain, in full force and effect in accordance with
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its terms, and each and every agreement, term, covenant and condition thereof is
hereby ratified, confirmed and continued.
IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their respective
hands as of the day and year first above written.
LANDLORD: HEARTLAND ASSOCIATES
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Partner
TENANT: GLOBAL PAYMENT TECHNOLOGIES, INC. (formerly known as)
COIN XXXX VALIDATOR INC.
By: /s/ Xxxxxxx Xxxx
-----------------------------
Xxxxxxx Xxxx
Chairman of the Board
and Chief Executive Officer
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Exhibit "A"
000 Xxxx Xxxxxx
Hauppauge
[GRAPHIC OMITTED - FLOOR PLAN]
TENANTS
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(A) Linotype - Hell
(B) Coin Xxxx Validator
(C)
