EXHIBIT 10.8
FIRST AMENDMENT TO LEASE
This First Amendment to Lease ("First Amendment") made as of 31st day of
August 1998 between AHP SUBSIDIARY HOLDING CORPORATION, a Delaware corporation
("Landlord") and XXXXXXX INSTRUMENT COMPANY, a Washington corporation
("Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant entered into a certain Lease ("Lease") made as
of June 1, 1998 pursuant to which Tenant leased from Landlord certain premises
designated in the Lease as the "Xxxxxxx Demised Premises" located in various
buildings on certain land in Bothell, Washington;
WHEREAS, Tenant is desirous of leasing, effective as of January 1, 1999,
certain additional space on the first and second floors of the Administrative
Building on the land owned by Landlord, as shown on the floor plans of the first
and second floors of the Administrative Building labelled Exhibit B-1 and B-2
attached hereto as Schedule 1 ("Additional Space");
WHEREAS, Landlord is willing to lease the Additional Space to Tenant
effective January 1, 1999 on the terms and conditions as set forth herein.
NOW THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, Landlord and Tenant agree as follows:
1. Any capitalized terms used in this First Amendment shall have the
meanings ascribed thereto in the Lease unless otherwise defined or modified
herein.
2. This First Amendment shall be effective as of January 1, 1999 (the
"First Amendment Commencement Date").
3. Effective as of the First Amendment Commencement Date:
(a) In addition to the premises presently leased to Tenant as
described in Exhibit B to the Lease, Landlord shall lease to Tenant the
Additional Space on the terms and conditions as set forth in this First
Amendment and the Additional Space shall become a part of the Xxxxxxx Demised
Premises for all purposes;
(b) New pages 1 and 2 of Exhibit B, as set forth on Schedule 1
attached hereto, shall be substituted for pages 1 and 2 of Exhibit B of the
Lease;
(c) a new Exhibit D, attached hereto as Schedule 2, which sets forth
the basic annual rent to paid by Tenant to Landlord for the Xxxxxxx Demised
Premises (including the Additional Space), shall be substituted in place and
stead of Exhibit D to the Lease; and
(d) Section 2.8 (a) of the Lease is amended to provide that, as of
the First Amendment Commencement Date, the Xxxxxxx Demised Premises consists of
159,324 leaseable square feet and that Tenant's Proportionate Share shall be
56.47%, subject to adjustment in accordance with the terms of the Lease.
4. Tenant agrees to accept the Additional Space in its then "AS IS"
condition on January 1, 1999 and acknowledges that Landlord shall have no
obligation to perform any work, or make or undertake repairs, alterations,
replacements or improvements or any other work or item to the Additional Space
or to the Xxxxxxx Demised Premises or, prepare the Xxxxxxx Demised Premises or
the Additional Space for use and occupancy of Tenant or to incur any expenses
for any work or to grant any abatement of rent or other inducement to Tenant. If
Tenant desires to do any work with respect to the Additional Space such work
shall be undertaken by Tenant, at Tenant's sole cost and expense, in accordance
with the terms and conditions of the Lease.
5. Tenant hereby warrants that it has not dealt with any real estate broker
in connection with this First Amendment and agrees to defend, hold harmless and
indemnifies Landlord from any and all claims, liabilities, cost and expense
(including attorneys fees and expenses) arising from any claims for compensation
by any real estate broker or any other intermediary acting on or purporting to
have acted on behalf of Tenant in connection with this First Amendment.
6. Except as modified by this First Amendment, all terms and conditions of
the Lease are hereby ratified and shall remain in full force and effect.
7. In any conflict between any provision of the Lease and any provision of
this First Amendment, the applicable provision of this First Amendment shall
prevail.
IN WITNESS WHEREOF, the parties hereto, intending to be bound legally
hereby, have executed this First Amendment as of the day and year first above
written.
LANDLORD
ATTEST: AHP Subsidiary Holding Corporation
/s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxxx
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Xxxxxxxx X. Xxxxx Xxxx X. Xxxxxxxxx
Assistant Secretary Vice President
TENANT
ATTEST: Xxxxxxx Instrument Company
/s/ Xxx Xxxxx By: /s/ Xxxxxxx Instrument Company
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Executive Assistant
