AMENDMENT NO. 1 TO LEASE
EXHIBIT
10.1
AMENDMENT
NO. 1 TO LEASE
3200
Yeon
This
Amendment No. 1 to Lease is made as of the 1st day of
February, 2004 and between SCHNITZER INVESTMENT CORP., an Oregon corporation
(“Landlord”), and SCHNITZER STEEL INDUSTRIES, INC., an Oregon corporation
(“Tenant”).
RECITALS
A. Landlord
and Tenant are parties to that a certain Lease dated
August 7, 2003 with respect to the leasing of approximately 7,905 rentable
square feet on the lower level and approximately 11,266 rentable square feel
on
the first floor of the building commonly known as 0000 XX Xxxx Xxxxxx, Xxxxxxxx,
Xxxxxx (the “Lease). The premises leased by Tenant under the Lease (the
“Premises”) is more particularly described on the Lease.
B. Landlord
and Tenant desire to expand the Premises in accordance with the
terms and conditions set forth in this Amendment No. 1 to Lease (this
“Amendment”). Capitalized terms used in this Amendment shall have the meanings
given to them in the Lease, except as provided in this Amendment.
AGREEMENT
In
consideration of the mutual covenants and conditions contained herein and for
other good and valuable consideration, Landlord and Tenant agree as
follows:
1. |
Expansion
of
Premises.
|
A. Expansion
of Premises. Effective as of February
1, 2004, the Premises is expanded to include approximately 1,288 rentable square
feet on the second floor level of the Building comprised of approximately 1,031
rentable square feet in the area shown on the attached Exhibit A as the
“Permanent Expansion Premises” and approximately 257 rentable square feet in the
area shown on the attached Exhibit A as the “Temporary Expansion Premises”. As
of March 31, 2004, Tenant surrendered possession of the Temporary Expansion
Premises to Landlord. Thus, as of April 1, 2004, Section 1.1(i) is revised
to
reflect an additional approximately 1,031 rentable square feet on the second
floor level of the Building. Tenant shall have the right to terminate Tenant’s
right to use the entire Permanent Expansion Premises at any time upon ninety
(90) days prior written notice to Landlord.
B. Rent
During February and March 2004. For the
months of February 2004 and March 2004, the monthly Base Rent is increased
by
$1,824.67 per month to $26,348.59; Tenant’s Share of Building (Section 1.1(o))
is 66.48%; and Tenant’s Share of Project (Section 1.1(p)) is 7.59%.
C. Rent
Commencing on April 1, 2004. From and after
the month of April 2004, Section 1.1(o) of the Lease is revised to reflect
that
Tenant’s Share of Building is 65.64%; Section 1.1(p) of the Lease is revised to
reflect that Tenant’s Share of the Project is 7.49%; and the monthly Base Rent
payable with respect to the Premises is as follows (which replaces the table
in
Section 1.1(k) of the Lease):
Months
|
Rent
PRSF (Annual)
|
Monthly
Installments
|
|
|
Lower
Level
|
First
and Second Floor
|
|
4
(April 2004) – 12
|
$13.00
|
$17.00
|
$25,984.50
|
13-24
|
$13.33
|
$17.43
|
$26,642.53
|
25-36
|
$13.66
|
$17.87
|
$27,310.81
|
37-48
|
$14.00
|
$18.32
|
$27,995.92
|
49-60
|
$14.35
|
$18.78
|
$28,697.87
|
61-72
|
$14.71
|
$19.25
|
$29.416.65
|
73-84
|
$15.08
|
$19.73
|
$30,152.27
|
85-96
|
$15.45
|
$20.22
|
$30,898.13
|
97-108
|
$15.84
|
$20.73
|
$31,667.67
|
109-120
|
$16.24
|
$21.25
|
$32,474.04
|
D. Real
Estate Brokers. Tenant and Landlord each
represent and warrant to the other that there is no real estate broker or agent
who is or may be entitled to any commission or finder’s
fee
in connection with this Amendment and each shall indemnify and hold
the other harmless from and against any and all claims, demands, losses,
liabilities, lawsuits, judgments, costs and expenses (including without
limitation, attorneys’ fees and costs) with respect to any leasing commission or
equivalent compensation alleged to be owing on account of such party’s
discussions, negotiations and/or dealings with any real estate broker or agent.
|
2.
|
Tenant
Representations. Tenant
represents and warrants that:
|
A. Due
Authorization. Tenant has full power and
authority to enter into this Amendment without the consent of any other person
or entity;
B. No
Assignment. Tenant
has not assigned the Lease, or sublet the
premises;
C. No
Default. Tenant is not in default of the Lease
and Tenant acknowledges that Landlord is not in default of the Lease; and
D. Binding
Effect. The Lease is binding on Tenant
and is in full force and effect, and Tenant has no defenses to the enforcement
of the Lease.
|
3.
|
General
Provisions
|
A. Attorneys'
Fees. If a suit or an action is
instituted in connection with any dispute arising out of this Amendment or
the
Lease or to enforce any rights hereunder or thereunder, the prevailing party
shall be entitled to recover such amount as the court may adjudge reasonable
as
attorneys' and paralegals' fees incurred in connection with the preparation
for
and the participation in any legal proceedings (including, without limitation,
any arbitration proceedings or court proceedings, whether at trial or on any
appeal or review), in addition to all other costs or damages
allowed.
B. Execution
in Counterparts. This Amendment may be
executed in counterparts and when each party has signed and delivered at least
one such executed counterpart to the other party at the party's address set
forth above, then each such counterpart shall be deemed an original, and, when
taken together with the other signed counterpart, shall constitute one agreement
which shall be binding upon and effective as to all signatory
parties.
C. Effect
of Amendment. The Lease is unmodified
except as expressly set forth in this Amendment. Except for the modifications
to
the Lease set forth in this Amendment, the Lease remains in full force and
effect. To the extent any provision of the Lease conflicts with or is in any
way
inconsistent with this Amendment, the Lease is deemed to conform to the terms
and provisions of this Amendment.
D. Binding
Effect. The provisions of this Amendment
shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns and no amendment to this Amendment shall
be
binding upon the parties unless in the form of a writing executed by each party
hereto.
E. Integration.
This Amendment contains the entire
agreement and understanding of the parties with respect to the matters described
herein, and supersedes all prior and contemporaneous agreements between them
with respect to such matters.
IN
WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the date first above written.
Landlord:
|
Tenant:
|
SCHNITZER
INVESTMENT CORP., an Oregon
corporation
|
SCHNITZER
STEEL INDUSTRIES, INC., an
Oregon corporation
|
By:
Its: Date: |
By:
Its: Date: |
Exhibit
A
0000
XX Xxxx Xxxxxxxx
Xxxxxx
Xxxxx
Xxxxx
Xxxx