EXHIBIT 10.1
VISTA MEDICAL TECHNOLOGIES, INC.
THIRD AMENDMENT TO LEASE
--------------------------------
This Third Amendment to Lease (the "Amendment") is made as of this 1st
day of September, 1997, by and between Xxxxxx X. Xxxxxxx, as Trustee of MAT
Realty Trust, u/d/t dated June 4, 1986 and recorded with the Worcester County
Registry of Deeds in Book 9569, Page 286 (the "Landlord") and VISTA Medical
Technologies, Inc., a Delaware corporation, successor in interest to OKTAS, a
Massachusetts general partnership of which OKTAS, Inc., a Massachusetts
corporation and VISTA Medical Technologies, Inc., a California corporation
were the sole general partners (the "Tenant").
Reference is hereby made to a certain lease (as amended, the "Lease")
dated as of April 14, 1994 by and between Landlord and Tenant; a certain
First Amendment to Lease dated as of March 1, 1996 (the "First Amendment"),
and a certain Second Amendment to Lease dated as of October 28, 1996 (the
"Second Amendment"), relating to certain space in the building located at 000
Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx. The Guaranty of Kaiser Aerospace
and Electronics Corporation, a Nevada corporation, remains with respect to
the obligations arising from the 8,733 square feet originally leased under
the Lease (the "Original Premises"), and the obligations of Tenant under the
First Amendment are secured by a security deposit in lieu of a guaranty.
Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Lease.
WHEREAS, Landlord and Tenant desire to add 4,454 rentable square feet of
space on the first floor of the Building (the "Third Amendment Additional
Premises") to the Premises leased under the Lease, the First Amendment, and
the Second Amendment, and to amend the Lease in the manner hereinafter
provided;
NOW, THEREFORE, in consideration of the agreements set forth herein and
for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Landlord and Tenant hereby amend the Lease as
of September 1, 1997 (the "Effective Date") as follows:
1. In addition to the Base Rent described in Section 1.1 of the Lease,
and in addition to the Base Rent described in the First Amendment, and Second
Amendment, the following is inserted therewith and added thereto:
"Third Amendment Additional Premises Base Rent: The sums set forth
below, as the same may be adjusted and/or abated pursuant to this Lease:
(a) Forty Eight Thousand Nine Hundred Ninety Four Dollars ($48,994.00)
annually ($4,082.83 monthly) for the first year of the Term, i.e.
through August 31, 1998 ($11.00 per square foot of Premises Rentable
Area).
1
(b) Fifty One Thousand Two Hundred Twenty One Dollars ($51,221.00)
annually ($4,268.42 monthly) for the second year of the Term, i.e.
through August 31, 1999 ($11.50 per square foot of the Premises
Rentable Area).
(c) Fifty Three Thousand Four Hundred Forty Eight Dollars ($53,448.00)
annually ($4,454.00 monthly) for the third and fourth years of the
Term and through the expiration of the Term, i.e. through October 31,
2001 ($12.00 per square foot of the Premises Rentable Area).
The Base Rent for the Third Amendment Additional Premises shall
commence to be due and payable on the Effective Date."
2. The definition of "Premises" contained in Section 1.1 of the Lease
is hereby deleted and the following is inserted therefor:
"22,524 square fee until the Effective Date and, then, 26,978 square
feet (the "Premises Rentable Area") of the Building which is agreed to
be as shown on EXHIBIT FP annexed hereto."
3. The definition of "Tenant's Proportionate Share" contained in
Section 1.1 of the Lease is hereby deleted and the following is inserted
therefor:
"The quotient derived by dividing the Premises Rentable Area by the
Building Rentable Area which as of the execution date of this Lease
Amendment is 39.52% and, as of the Effective Date, will become
47.33%."
4. EXHIBIT FP of the Lease is hereby deleted and the plan attached
hereto as EXHIBIT FP is hereby incorporated into the Lease as EXHIBIT FP.
5. The Term for the Third Amendment Additional Premises shall extend
from the Effective Date through October 31, 2001. The Term for the Original
Premises and the Additional Premises leased pursuant to the Lease, the First
Amendment, and the Second Amendment, shall be unchanged by this Third
Amendment.
6. Except as otherwise expressly stated herein, the Additional Premises
shall be delivered to Tenant by Landlord in its "AS IS" condition on the
Effective Date and thereupon shall become part of the Premises. Landlord
shall not be obligated to install any tenant improvements. Any work done by
Tenant in the Additional Premises shall be done in full compliance with all
applicable laws and regulations, with Section 5.2 of the Lease, and with all
other applicable provisions of the Lease.
7. Landlord and Tenant agree that Tenant shall be obligated to pay, in
the manner specified in Section 8.2 of the Lease, a management fee of three
(3%) percent of Base Rent
2
relative to the Premises, the Additional Premises, the Second Amendment
Additional Premises, and the Third Amendment Additional Premises.
Except as expressly set forth herein, the Lease shall remain unmodified
and in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be
duly executed, under seal, by persons hereunto duly authorized, in multiple
copies, each to be considered an original hereof, as of the date first set
forth above.
LANDLORD:
/s/ XXXXXX X. XXXXXXX, TRUSTEE
--------------------------------------
Xxxxxx X. Xxxxxxx, Trustee as
aforesaid and not individually
TENANT:
VISTA MEDICAL TECHNOLOGIES, INC., a
Delaware corporation
By: /s/ XXXX XXXX
------------------------------------
Name: Xxxx Xxxx
Title: President
3
