Exhibit 10.8.2
SECOND AMENDMENT TO LEASE AGREEMENT BETWEEN
CFH-FTAX LIMITED PARTNERSHIP, AS LANDLORD, AND
CLEARCOMMERCE CORPORATION, AS TENANT
To be attached to and form a part of Lease made on or about
the 4th day of November, 1998 (which together with any
amendments, modifications and extensions thereof, is hereinafter
called the Lease), between Landlord and Tenant, covering
a total of 24,776 square feet and located at 11500 Metric Boulevard,
Suites 300 and 410, Austin, Texas, known as Braker M-3 and Braker M-4
WITNESSETH THAT:
WHEREAS, by Agreement of Lease dated November 4, 1998, Landlord leased to
Tenant certain space containing approximately 24,776 square feet in the
buildings located at 11500 Metric Boulevard, Suites 300 and 410, Austin, Texas,
for a period ending January 31, 2002 and
WHEREAS, Tenant needs additional space for its business purposes and
Landlord has available an area adjacent thereto.
NOW, THEREFORE, in consideration of the premises, Landlord and Tenant
covenant and agrees as follows:
1. Effective October 1, 1999, the demised premises shall contain, in
addition to the approximately 24,776 square feet originally demised ("Original
Space"), an additional area, hereinafter called the "Expansion Space", thus
making the aggregate area of the demised premises approximately 28,722 square
feet. The Term for the Original Space shall end on January 31, 2002, and the
Term for the Expansion Space shall end on September 30, 2002. Except for where
noted below, Tenant shall accept the Expansion Space in its current "as is"
conditions and all improvements must comply with Landlord's Standards and
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Specifications for Office/Warehouse Buildings.
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2. Effective October 1, 1999, the monthly base rental shall be
Monthly Base Rent Monthly Base Rental PSF Total Monthly Base Total Monthly Base
"Original Space" "Expansion Space" Rental "Expansion Space" Rental
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10/1/99-01/14/00 $19,942.40 $0.85 $3,354.10 $23,296.50
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1/15/00-1/31/02 $20,501.00 $0.85 $3,354.10 $23,855.10
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2/1/02-9/30/02 N/A $0.85 $3,354.10 $ 3,354.10
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Plus property taxes, common area maintenance, management fees and insurance as
provided in the Lease, payable on the first day of each month during the balance
of the term.
3. Tenant, at Tenant's expense, may install underground voice and data
lines between the Expansion Space and Original Space. These improvements must
comply with Xxxxxxxx Xxxx Company's standard specifications (see Standards and
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Specifications for Office/Warehouse Buildings) and all applicable governmental
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regulations. Prior to beginning construction of any such improvements, Tenant
shall submit architectural drawings of the proposed improvements to Landlord and
shall obtain Landlord's written consent to begin construction.
4. Landlord shall ensure that the carpet is cleaned in the Expansion
Space.
5. Landlord shall put the Expansion Space HVAC system in good working
order prior to October 1, 1999 and warranty the same until December 31, 1999
provided that Tenant enters into a regularly scheduled maintenance/service
contract as required in the Lease.
6. Landlord shall ensure that previous tenant's sign is removed from the
building fascia surface and such fascia surface is repaired, if necessary.
7. Landlord, at Landlord's expense, shall paint the interior walls.
8. Except as herein and hereby modified and amended the Agreement of
Lease shall remain in full force and effect and all the terms, provisions,
covenants and conditions thereof are hereby ratified and confirmed.
DATED AS OF THE 19/TH/ DAY OF JULY, 1999.
WITNESS: CFH-FTAX Limited Partnership
By: CFH-FTGP, L.L.C, it General Partner
By: Crow Family Holdings Industrial Limited
Partnership, its Sole Member
By: CFH Industrial Trust, Inc., its General Partner
/s/ Xxxxxx X. Xxxx
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By: Xxxxxx X. Xxxx
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Title: Vice President
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WITNESS: ClearCommerce Corporation
/s/ [ILLEGIBLE]
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By: [ILLEGIBLE]
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Title: Vice President, CEO
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CFH-FTAX LIMITED PARTNERSHIP, AS LANDLORD, AND
CLEARCOMMERCE CORPORATION, AS TENANT
To be attached to and form a part of Lease made on or about
the 4th day or November; 1998 (which together with any amendments,
modifications and extensions thereof, is hereafter called the Lease),
between Landlord and Tenant, covering a total of 22,344 square feet
and located at 00000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx,
known as Braker M-3.
WITNESSETH, THAT:
WHEREAS, by Agreement of Lease dated November 4, 1998, Landlord leased to
Tenant certain space containing approximately 22,344 square feet in the building
located at 00000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx, for a period of
thirty six (36) months commencing January 15, 1999 and ending January 31, 2002
and
WHEREAS, Tenant needs additional space for its business purposes and
Landlord has available an area adjacent hereto.
NOW, THEREFORE, in consideration of the premises, Landlord and Tenant
covenant and agrees as follows:
1. Effective June 15, 1999, the demised premises shall contain, in addition
to the approximately 22,344 square feet originally demised ("Original Space"),
an additional area, hereinafter called the "Expansion Space", containing
approximately 2,432 square feet (Suite 410) adjacent thereto (see Exhibit "A"
attached hereto), thus making the aggregate area of the demised premises
approximately 24,776 square feet. The Term of the Lease shall end on January
31, 2002. Tenant shall accept the Expansion Space in its current "as is"
conditions and all improvements must comply with Landlord's Standards and
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Specifications for Office/Warehouse Buildings.
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2. Effective June 15, 1999, the monthly base rental shall be
Monthly Base Rent Monthly Base Rental PSF Total Monthly Base Total Monthly Base
"Original Space" "Expansion Space" Rental "Expansion Space" Rental
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06/15/99-01/14/00 $17,875.20 $0.85 $2,067.20 $19,942.40
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1/15/00-1/31/02 $18,433.80 $0.85 $2,067.20 $20,501.00
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Plus property taxes, common area maintenance, management fees and insurance as
provided in the Lease, payable on the first day of each month during the balance
of the term.
3. Tenant, at Tenant's expense, may install underground voice and data
lines between the Expansion Space and Original Space. These improvements must
comply with Xxxxxxxx Xxxx Company's standard specifications (see Standards and
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Specifications for Office/Warehouse Buildings) and all applicable governmental
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regulations. Prior to beginning construction of any such improvements, Tenant
shall submit architectural drawings of the proposed improvements to Landlord and
shall obtain Landlord's written consent to begin construction.
4. Except as herein and hereby modified and amended the Agreement of Lease
shall remain in full force and effect and all the terms, provisions, covenants
and conditions thereof are hereby ratified and confirmed.
DATED AS OF THE 13 DAY OF April , 1999.
WITNESS: CFH-FTAX Limited Partnership
By: CFH-FTGP, L.L.C, it General Partner
By: Crow Family Holdings Industrial Limited
Partnership, its Sole Member
By: CFH Industrial Trust, Inc., its General Partner
/s/ [ILLEGIBLE] /s/ Xxxxxx X. Xxxx
------------------ ----------------------------
By: Xxxxxx X. Xxxx
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Title: Vice President
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WITNESS: ClearCommerce Corporation
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
------------------ -----------------------------
By: /s/ [ILLEGIBLE]
-----------------------------
Title: Vice President, CFO
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STANDARD INDUSTRIAL LEASE AGREEMENT
XXXXXXXX XXXX COMPANY - (AUS/91)
Approximately 22,344 gross square feet
00000 Xxxxxx Xxxxxxxxx - Xxxxx 000
Xxxxxx, Xxxxx 00000
(Braker M-3)
LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into by and between CFH-FTAX Limited
Partnership, hereinafter referred to as "Landlord" and ClearCommerce
Corporation, hereinafter referred to as "Tenant".
1. PREMISES AND TERM In consideration of the mutual obligations of Landlord and
Tenant set forth herein, Landlord leases to Tenant, and Tenant hereby takes from
Landlord, certain leased premises situated within the County of Xxxxxx, State of
Texas, as more particularly described on EXHIBIT "A" attached hereto and
incorporated herein by reference (the "Premises"), to have and to hold, subject
to the terms, covenants and conditions in this Lease. The term of this Lease
shall commence on the Commencement Date hereinafter set forth and shall end of
the last day of the month that is thirty six (36) months after the Commencement
Date.
B. Buildings or Improvements to be Constructed. If the Premises or part thereof
are to be constructed, the "Commencement Date" shall be deemed to be the later
of (ii) the date on which the Premises or such improvements would have been
substantially completed but for delays caused directly or indirectly by Tenant,
including Plan delays or change orders; (iii) the date on which Tenant occupies
any part of the Premises; or (iv) January 15, 1999. As used herein, the term
"substantially completed" shall mean that, in the opinion of the architect or
space planner that prepared the Plans, such improvements have been completed in
accordance with the Plans, and the Premises are in good and satisfactory
condition, with the exception of completion of minor punch list items. As soon
as such improvements have been substantially completed, Landlord shall notify
Tenant in writing that the Commencement Date has occurred. If the Premises are
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vacant prior to the Commencement Date, Tenant shall be permitted access to the
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Premises to install furniture and equipment so long as such access does not
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interfere with construction. Landlord and Tenant acknowledge that prior tenant
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(s) may sell office furniture to Tenant. Such furniture may remain in the
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Premises between the vacation of Premises by tenant (s) and Tenant's
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Commencement Date.
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2. BASE RENT, SECURITY DEPOSIT AND ESCROW DEPOSITS.
A. Base Rent. Tenant agrees to pay Landlord rent for the Premises, in
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advance, without demand, deduction or set off, at the rate of
Months Monthly Base Rental Per Square Foot Total Monthly Base Rental
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1-12 $0.800 $17,875.20
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13-36 $0.825 $18,433.80
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Per month during the term hereof. One such monthly installment, plus the other
monthly charges set forth in Xxxxxxxxx 0X xxxxx, shall be due and payable on the
date hereof, and a like monthly installment shall be due and payable on or
before the first day of each calendar month succeeding the Commencement Date,
except that all payments hereunder for any fractional calendar month shall be
prorated.
B. Security Deposit. In addition, Tenant agrees to deposit with Landlord on the
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date hereof the sum of Seventeen Thousand Eight Hundred Seventy five and 20/100
Dollars ($17,875.20), which shall be held by Landlord, without obligation for
interest, as security for the performance of Tenant's obligations under this
Lease (the "Security Deposit"), it being expressly understood and agreed that
the Security Deposit is not an advance rental deposit or a measure of Landlords
damages in case of Tenant's default. Upon occurrence of an Event of Default,
Landlord may use all or part of the Security Deposit to pay past due rent or
other payments due Landlord under this Lease or the cost of any other damage,
injury, expense or liability caused by such Event of Default, without prejudice
to any other remedy provided herein or provided by law. On demand, Tenant shall
pay Landlord the amount that will restore the Security Deposit to its original
amount. The Security Deposit shall be deemed the property of Landlord, but any
remaining balance of the Security Deposit shall be returned by Landlord to
Tenant when all of Tenant's present and future obligations under this Lease have
been fulfilled. If Tenant does not supply written evidence of a new equity
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financing (such financing to be in excess of $5 million) prior to the
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Commencement Date, Tenant shall provide a Letter of Credit, from a bank
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acceptable to Landlord, in the amount of $53,000.00, as an additional Security
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Deposit.
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C. Escrow Deposits. Without limiting in any way Tenant's other obligations
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under this Lease, Tenant agrees to pay to Landlord its Proportionate Share (as
defined in this Xxxxxxxxx 0X xxxxx) of (i) Taxes (hereinafter defined) payable
by Landlord pursuant to paragraph 3A below, and the cost of any tax consultant
to assist Landlord in determining the fair tax valuation of the building and
land (ii) the cost of utilities payable by Landlord pursuant to Xxxxxxxxx 0
xxxxx, (xxx) Landlord's cost of maintaining any insurance or insurance related
expense applicable to the Building and Landlord's personal property used in
connection therewith including, but not limited to, insurance pursuant to
Paragraph 9A below, and (iv) Landlord's cost of maintaining the Premises which
include but are not limited to (a) maintenance and repairs, (b) landscaping, (c)
common area utilities, (d) water and sewer, (e) roof repairs, (f) reasonable
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management fees, (g) exterior painting, and (h) parking lot maintenance and
repairs (collectively, the "Tenant's Costs"). Escrow deposits shall not include
the following expenses: (a) my costs for interest, amortization, or other
payments on loans to Landlord; (b) expenses incurred in leasing or procuring
tenants, (c) legal expenses other then those incurred for the general benefit of
the Building's tenants, (d) allowances, concessions, and other costs of
renovating or otherwise improving space for occupants of the Building or vacant
space in the Building, (e) rents under ground leases, and (f) costs incurred in
selling, syndicating, financing, mortgaging or hypothecating any of Landlord's
interests in the Building. During each month of the term of this Lease, on the
same day the rent is due hereunder, Tenant shell deposit in escrow with
Landlord an amount equal to one-twelfth (1/12) of the estimated amount of
Tenant's Proportionate Share of the Tenant Costs. Tenant authorizes Landlord to
use the funds deposited with Landlord under this Xxxxxxxxx 0X to pay such Tenant
Costs. The initial monthly escrow payments are based upon the estimated amounts
for the year in question and shall be increased or decreased annually to reflect
the projected actual amount of all Tenant Costs. If the Tenants total escrow
deposits for any calendar year are less than Tenant's actual Proportionate Share
of the Tenant Costs for such calendar year, Tenant shell pay the difference to
Landlord within ten (10) days after demand if Tenant owes less than $10,000.00.
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If Tenant owes more than $10.000.00, Tenant shall pay $10,000.00 within ten (10)
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days after demand and fifty percent (50%) of the remaining balance within Forty
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(40) days after demand and the remaining fifty percent (50%) of the remaining
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balance within seventy (70) days after the demand. If the total escrow deposits
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of Tenant for any calendar year are more than Tenant's actual Proportionate
Share of the Tenants cost for such calendar year, Landlord shall retain such
excess and credit it against Tenant's escrow deposits next maturing after such
determination. In the event the Premises constitute a portion of a multiple
occupancy building (the "Building"). Tenant's Proportionate Share with respect
to the building, as used in this Lease, shall mean a fraction, the numerator of
which is the gross rentable area contained in the Premises or the Building is
part of a project or business park owned, managed or leased by Landlord or an
affiliate of Landlord (the "Project"). Tenant's "Proportionate Share" of the
Project, as used in this Lease, shall mean a fraction, the numerator of which is
the gross rentable area contained in the Premises and the denominator of which
is the gross rentable area contained in all of the buildings (including the
Building) within the Project. Landlord will warrant that, except for Property
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Taxes, all other expenses will not exceed 105% of the estimate during calendar
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year 1999. Estimated Common Area Maintenance, Insurance and Management fees for
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1999 are $0.0483 per square foot per month, $0.0068 per square foot per month,
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$0.0425 per square foot per month, respectively. Landlord will not warranty
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expenses for any such succeeding year.
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3. TAXES
A. Real Property Taxes. Subject to reimbursement under Paragraph 2C herein,
Landlord agrees to pay all taxes, assessments and governmental charges of any
kind and nature (collectively referred to herein as "Taxes") that accrue against
the Premises, the Building and/or the land of which the Premises or the Building
are a part. If at any time during the term of the Lease there shall be
