EXHIBIT 10.16
FIRST AMENDMENT TO LEASE
This First Amendment to Lease ("First Amendment") is made and entered
into as of this 23rd day of December, 1996 by and between Xxxxxx X. Xxxxx and
Xxxxxx X. Xxxxx, Trustees UTA dated November 3, 1987, Xxxxx Tax Deferral
Trust and Xxxxxx X. Xxxxxx and Xxxxxxxxx X. Xxxxxx, Trustees, UTA dated May
9, 1979, the Cilker Revocable Trust, dba Xxxxx/Cilker Properties ("Landlord")
and Centigram Communications Corporation, a California Corporation ("Tenant").
RECITALS
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A. WHEREAS, PacTel Properties and Centigram Communications Corporation
entered into that certain Lease dated May 30, 1990, (the "Lease") for the
premises commonly known as 00 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx and
more particularly described in the Lease (the "Premises").
B. WHEREAS, on July 31, 1991, Landlord, Xxxxx/Cilker Properties, became
the legal successors in interest under the Lease to PacTel Properties, a
California corporation.
C. WHEREAS, the term of the Lease is scheduled to expire on September
30, 1997.
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing recitals and mutual
covenants set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree to the Lease as follows:
1. TERM. Paragraph 3.1 (Term) of the Lease is hereby amended to extend
the Term for a period of ten (10) years, commencing October 1, 1997 and
expiring September 30, 2007.
2. RENT. Paragraph 4.1 (Base Rent) of the Lease is hereby amended as
follows:
BASE MONTHLY RENT
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Months 1 - 12 10/1/97 thru 9/30/98 $ 100,358
Months 13 - 24 10/1/98 thru 9/30/99 $ 104,540
Months 25 - 36 10/1/99 thru 9/30/00 $ 108,722
Months 37 - 48 10/1/00 thru 9/30/01 $ 112,903
Months 49 - 60 10/1/01 thru 9/30/02 $ 117,085
Months 61 - 72 10/1/02 thru 9/30/03 $ 121,266
Months 73 - 84 10/1/03 thru 9/30/04 $ 125,448
Months 85 - 96 10/1/04 thru 9/30/05 $ 129,630
Months 97 - 108 10/1/05 thru 9/30/06 $ 133,811
Months 109 - 120 10/1/06 thru 9/30/07 $ 137,933
3. CONDITION OF PREMISES. Paragraph 5.3 (Condition of Premises) is
hereby amended by adding a third paragraph as follows:
(C) Tenant acknowledges that Tenant has been occupying the Premises
pursuant to the terms and conditions of the Lease, and as such, accepts the
Premises in its presently existing "as is" condition. Tenants's past,
present, and future possession of the Premises shall conclusively establish
that the Premises are at such time in good and satisfactory order, condition
and repair.
4. SECURITY DEPOSIT. Paragraph 20 (Security Deposit) shall be deleted
in its entirety and the following paragraph shall be inserted in its place:
Tenant shall deposit with Landlord upon execution of this First
Amendment to Lease the sum of ONE HUNDRED THOUSAND AND NO/100THS Dollars
($100,000.00) as the Security Deposit for the full and faithful performance
of every provision of this Lease to be performed by Tenant. These funds shall
be placed in an interest bearing account at a Federally Chartered Financial
Institution, the location of which shall be at the discretion of Landlord,
where the interest thereon shall accumulate within said account and shall
accrue to Tenant, except as provided for in the following sentence. If
Tenant defaults with respect to any provision of this Lease, Landlord may
apply all or any part of the Security Deposit for the payment of any rent or
other sum in default, the repair of such damage to the Premises or the
payment of any other amount which Landlord may spend or become obligated to
spend by reason of Tenant's default or to compensate Landlord for any other
loss or damage which Landlord may suffer by reason of Tenant's default to the
full extent permitted by law. If any portion of the Security Deposit is so
applied, Tenant shall, within ten (10) days after written demand therefor,
deposit cash with Landlord in an amount sufficient to restore the Security
Deposit to its original amount. Landlord shall not be required to keep the
Security Deposit separate from its general funds, however, Tenant shall be
entitled to interest on the Security Deposit. If Tenant is not otherwise in
default pursuant to Paragraph 12 herein, the Security Deposit or any balance
thereof, including interest, shall be returned to Tenant within thirty (30)
days of termination of the Lease.
5. OPTION TO EXTEND TERM. Paragraphs 45(a) and 45(b) of the Lease is
hereby amended in part as follows:
45(a). Tenant shall have an option (the "Extension Option") to extend
the term of this lease for one (1) additional period of five (5) years beyond
the expiration date hereof (9/30/07) (the "Option Term").
45(b). OPTION RENTAL RATE. The Base Monthly Rent payable for the first
year of the Option Term shall be an amount equal to the greater of (i) 100%
of the "Prevailing Market Rent" or (ii) the Base Rent due hereunder during
the last month of the Initial Term of the Lease. For purposes of this Lease,
the "Prevailing Market Rent" shall mean "...... (such as Tenant Improvement
Allowance, free rent or moving expenses)."
Commencing each year thereafter (years 2 through 5) the Base Monthly
Rent shall be increased five cents ($0.05) per rentable square foot.
Except as set forth in this First Amendment, the Lease is unmodified and
in full force and effect.
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In witness whereof, the parties hereto have executed this First
Amendment as of the date and year first above written.
LANDLORD TENANT
Xxxxx/Cilker Properties Centigram Communications Corporation
a Delaware corporation
XXXXXX X XXXXX AND XXXXXX X. XXXXX,
TRUSTEES OF THE XXXXX TAX-DEFERRAL TRUST, By /s/ Xxxxxx Xxxxxxx
DATED NOVEMBER 3, 1987 -------------------------------
Xxxxxx Xxxxxxx
Its: President and Chief
Executive Officer
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---------------------------------- Date: 10/20/96
Xxxxxx X. Xxxxx Date ------------------------------
00 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxxxxxxxxx
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Xxxxxx X. Xxxxx Date
XXXXXX X. XXXXXX AND XXXXXXXXX X. XXXXXX,
TRUSTEES OF THE CILKER REVOCABLE TRUST,
DATED MAY 9, 1979
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Xxxxxx X. Xxxxxx Date
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Xxxxxxxxx X. Xxxxxx Date
0000 Xxxxxxxxx Xxxxx, Xxxxx X
Xxx Xxxx, Xxxxxxxxxx 00000
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