Exhibit 10.1-5
THIRD AMENDMENT TO LEASE
This Third Amendment to Lease, made and entered into as of this 11th
day of August, 1999 by and between Xxxxxxx Realty, L.P. (hereinafter referred to
as "Lessor"), a Delaware limited liability company, Successor in interest to
Connecticut General Life Insurance Company on behalf of its Separate Account R,
and Immucor, Inc., a Georgia corporation (hereinafter referred to as "Lessee").
WITNESSETH:
Whereas, Lessor's predecessor in interest and Lessee entered into a
Lease Agreement dated as of February 2, 1996 for the Premises located in Suite
600 at 0000 Xxxxxxx Xxxxx, xxx Xxxxx 000, 000, and 500 at 0000 Xxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxx 00000, containing 47,452 square feet, which was amended by
that certain First Amendment to Lease Agreement dated March 8, 1998 and which
was further amended by that certain Second Amendment to Lease Agreement dated
August 18, 1998 (such Lease Agreement as so amended by the First Amendment and
the Second Amendment is hereinafter referred to as the "Lease")
Whereas, Lessor and Lessee desire to further amend the Lease in certain
respects:
Now, Therefore, in consideration of the Premises, the sum of Ten and
no/100 Dollars ($10.00) in hand paid by Lessee to Lessor, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Premises:
As of September 1, 1999, the Premises shall be expanded to include
13,453 rentable square feet in Suite 200 at 0000 Xxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as the "Expansion
Premises" and attached hereto on Exhibit "A"). The new size of the
Premises shall be 67,143 rentable square feet.
2. Extension:
In further reference to Paragraph 1 of the First Amendment, the Lease
shall be extended for twenty-eight (28) months from April 30, 2003 to
August 31, 2005.
3. Base Rent:
The base rent for the Expansion Premises shall be as follows:
-------------------- ------------------ ------------------- ------------------
Period Per Square Foot Period Total Monthly
-------------------- ------------------ ------------------- ------------------
9/1/99-8/31/00 $4.00 $53,812.00 $4,484.33
-------------------- ------------------ ------------------- ------------------
9/1/00-4/30/01 $7.76 $69,596.85 $8,699.61
-------------------- ------------------ ------------------- ------------------
5/1/01-4/30/02 $8.07 $108,571.09 $9,047.59
-------------------- ------------------ ------------------- ------------------
5/1/02-4/30/03 $8.39 $112,913.93 $9,409.49
-------------------- ------------------ ------------------- ------------------
5/1/03-4/30/04 $8.73 $117,430.49 $9,785.87
-------------------- ------------------ ------------------- ------------------
5/1/04-4/30/05 $9.08 $122,127.71 $10,177.31
-------------------- ------------------ ------------------- ------------------
5/1/04-8/31/05 $9.44 $42,337.61 $10,584.40
-------------------- ------------------ ------------------- ------------------
In further reference to Section 3 and Special Stipulation 36 of the
Lease, Lessee shall pay rent on the entire Premises based on the
following schedule:
-------------------- ------------------ ------------------- ------------------
Period Per Square Foot Period Total Monthly
-------------------- ------------------ ------------------- ------------------
9/1/99-8/31/00 $6.76 $454,167.60 $37,847.30
-------------------- ------------------ ------------------- ------------------
9/1/00-4/30/01 $7.76 $347,353.12 $43,419.14
-------------------- ------------------ ------------------- ------------------
5/1/01-4/30/02 $8.07 $541,870.87 $45,155.91
-------------------- ------------------ ------------------- ------------------
5/1/02-4/30/03 $8.39 $563,545.70 $46,962.14
-------------------- ------------------ ------------------- ------------------
5/1/03-4/30/04 $8.73 $586,087.53 $48,840.63
-------------------- ------------------ ------------------- ------------------
5/1/04-4/30/05 $9.08 $609,531.03 $50,794.25
-------------------- ------------------ ------------------- ------------------
5/1/05-8/31/05 $9.44 $211,304.09 $52,826.02
-------------------- ------------------ ------------------- ------------------
4. Improvement Allowance:
Lessor shall provide a Tenant Improvement Allowance to Lessee pursuant
to the provisions in the attached Exhibit "B".
5. Liens:
As stated in Section 16 of the Lease, in no event shall any work be
done which would allow a lien to be placed against the Premises. Any
such lien shall create a default of Lessee under this Lease if not
removed or lawfully bonded with ten (10) calendar days following
Lessor's discovery thereof.
6. Pro-Rata Share
Tenant's pro-rata share of the entire Property for calculation purposes
shall be thirty and 69/100 percent (30.69%).
7. Section 38, Renewal Option, of the Lease shall be based upon the new
expiration date as set forth in Paragraph 2 above.
Except as expressly amended hereby, the Lease shall remain in full force and
effect.
In Witness Whereof, the parties hereto have set their hand and seal as
of the day and year first above written.
Lessor:
Xxxxxxx Realty, L.P., a Delaware limited partnership
By: CRT-GP, LLC, a Delaware limited liability
company, its sole general partner
By: Xxxxxxx Operating Partnership, L.P., a Delaware
limited partnership, its sole member
By: Xxxxxxx Realty Trust, Inc., a Maryland
corporation, its sole general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
[Corporate Seal]
Lessee: Immucor, Inc.,
a Georgia Corporation.
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Its: Sr. V.P. of Operations
[Corporate Seal]
EXHIBIT "B"
TENANT IMPROVEMENTS
[Tenant Builds]
Landlord has made no representation or promise as to the condition of
the Premises. Landlord shall not perform any alterations, additions, or
improvements in order to make the Premises suitable and ready for occupancy and
use by Tenant. Tenant has inspected the Premises, is fully familiar with the
physical condition of the Premises, and shall accept the Premises "as is,"
"where is," without any warranty, express or implied, or representation as to
fitness or suitability.
Tenant shall perform all work necessary or desirable for Tenant's
occupancy of the Premises (the "Tenant Improvements"). Within 150 days after the
Date of the Lease, Tenant shall furnish to Landlord, for Landlord's written
approval, a permit set (final construction drawings), if applicable, of plans
and specifications for the Tenant Improvements (the "Plans"). If and to the
extent appropriate, considering the nature of the improvements, the Plans shall
include the following if applicable: fully dimensioned architectural plan;
electric/telephone outlet diagram; reflective ceiling plan with light switches;
mechanical plan; furniture plan; electric power circuitry diagram; plumbing
plans; all color and finish selections; all special equipment and fixture
specifications; and fire sprinkler design drawings.
The Plans shall comply with all applicable laws, ordinances,
directives, rules, regulations, and other requirements imposed by any and all
governmental authorities having or asserting jurisdiction over the Premises.
Landlord shall review the Plans and either approve or disapprove them, in
Landlord's sole discretion, within a reasonable period of time. Should Landlord
disapprove them, Tenant shall make any necessary but reasonable modifications
and resubmit the Plans to Landlord in final form within ten days following
receipt of Landlord's disapproval of them. The approval by Landlord of the Plans
and any approval by Landlord of any similar plans and specifications for any
other Alterations or the supervision by Landlord of any work performed on behalf
of Tenant shall not (i) imply Landlord's approval of the plans and
specifications as to quality of design or fitness of any material or device
used; (ii) imply that the plans and specifications are in compliance with any
codes or other requirements of governmental authority (it being agreed that
compliance with these requirements is solely Tenant's responsibility); (iii)
impose any liability on Landlord to Tenant or any third party; or (iv) serve as
a waiver or forfeiture of any right of Landlord. The Tenant Improvements shall
be constructed by a general contractor selected and paid by Tenant and approved
by Landlord. A copy of the contractor's license(s) to do business in the
jurisdiction(s) in which the Premises are located, the fully executed contract
between Tenant and the general contractor, the general contractor's work
schedule, and all building or other governmental permits required for the Tenant
Improvements shall be delivered to landlord prior to commencement of the Tenant
Improvements. Tenant shall cooperate as reasonably necessary so that its general
contractor will cause the Tenant Improvements to be completed promptly and with
due diligence. The Tenant Improvements shall be performed in accordance with the
Plans and shall be done in a good and workmanlike manner using new materials.
All work shall be done in compliance with all other applicable provisions of
this Lease and with all applicable laws, ordinances, directives, rules,
regulations, and other requirements of any governmental authorities having or
asserting jurisdiction over the Premises. Prior to the commencement of any work
by Tenant, Tenant shall furnish to landlord certificates evidencing the
existence of builder's risk, comprehensive general liability, and workers'
compensation insurance complying with the requirements set forth in the
Insurance section of this Lease. Any damage to any part of the Building Project
that occurs as a result of the Tenant Improvements shall be promptly repaired by
Tenant.
Tenant shall also ensure compliance with the following requirements
concerning construction:
1.Tenant and all construction personnel shall abide by Landlord's job site
rules and regulations and fully cooperate with Landlord's construction
representatives in coordinating all construction activities in the Building
Project, including, but not limited to, rules and regulations concerning
working hours and parking.
2.Tenant shall be responsible for cleaning up any refuse or other materials
left behind by construction personnel at the end of each work day.
3.Tenant shall deliver to Landlord all forms of approval provided by the
appropriate local governmental authorities to certify that the Tenant
Improvements have been completed and the Premises are ready for occupancy,
including, but not limited to, a final, unconditional certificate of
occupancy.
0.Xx all times during construction, Tenant shall allow Landlord access to the
Premises for inspection purposes. On completion of the Tenant Improvements,
Tenant's general contractor shall review the Premises with Landlord and Tenant
and secure the Landlord's and Tenant's acceptance of the Tenant Improvements.
If and for as long as Tenant is not in default under this Lease beyond
any applicable grace period, Tenant shall be entitled to a fixed price tenant
improvement allowance in the amount of $75,000.00. The tenant improvement
allowance shall be paid to Tenant in reimbursement for the total out of pocket
costs paid by Tenant for the Tenant Improvements. If the total amount paid by
Tenant for the Tenant Improvements is less than the tenant improvement
allowance, Tenant shall not receive cash or any credit against rent due under
this Lease for the unused portion of the allowance. The tenant improvement
allowance shall be paid within 21 days after all of the following events have
occurred: (i) the Tenant Improvements have been substantially completed; (ii)
Tenant has delivered to Landlord final releases of lien from Tenant's general
contractor and all lienors giving notice and a final contractor's affidavit from
the general contractor and all other receipts and supporting information
concerning payment for the work that Landlord may reasonably request; (iii)
Tenant has moved into the Premises and opened for business in the Premises; and
(iv) Tenant has paid the rent due for the first month of the Lease Term. Tenant
shall provide Landlord with true copies of bills paid by Tenant for the Tenant
Improvements, and Landlord shall reimburse Tenant for the amount set forth in
the bills up to the amount of the allowance. At Landlord's option, the tenant
improvement allowance or any portion of it may be paid by Landlord directly to
the general contractor performing the Tenant Improvements or to any lienor
giving notice. If Tenant is in default under this Lease beyond any applicable
grace period, Landlord may, in addition to all its other available rights and
remedies, withhold payment of any unpaid portion of the tenant improvement
allowance, even if Tenant has already paid for all or a portion of the cost of
the Tenant Improvements.
The tenant improvement allowance is being paid by Landlord as an
inducement to Tenant to enter into this Lease and as consideration for the
execution of this Lease by Tenant and the performance by Tenant under this Lease
for the full Lease Term. If after Tenant has been granted all or any portion of
the allowance, the Lease Term is thereafter terminated by virtue of a default by
Tenant or Landlord resumes possession of the Premises consequent on a default by
Tenant, and Landlord is precluded by applicable law from collecting the full
amount of damages attributable to the default as provided in the Default section
of this Lease, then, in addition to all other available damages and remedies,
Landlord shall also be entitled to recover from Tenant the unamortized portion
(calculated using an interest rate of 12% per annum compounded monthly) of the
tenant improvement allowance, which sum shall not be deemed rent. This
obligation of Tenant to repay the unamortized balance of the tenant improvement
allowance to Landlord shall survive the expiration or sooner termination of the
Lease Term.
The tenant improvement allowance provisions of this exhibit shall not apply to
any additional space added to the original Premises at any time after the Date
of this Lease, whether by any options under this Lease or otherwise, or to any
portion of the original Premises or any additions to the Premises in the event
of a renewal or extension of the initial Lease Term, whether under any options
under this Lease or otherwise, unless expressly so provided in this Lease or an
amendment to this Lease.
