1
EXHIBIT 10.1
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("Amendment"), is entered into
as of January 15, 1997 by and between Main Street Associates, a California
general partnership ("Main Street") and EJC Partners, L.P., a California limited
partnership ("EJC Partners", and collectively with Main Street, hereinafter
referred to as "Landlord"), and Thoratec Laboratories Corporation, a California
corporation ("Tenant").
BACKGROUND
A. Main Street and Tenant are the original parties to that
certain Lease Agreement dated July 25, 1996 (the "Original Lease"). Each term
used without definition in this Amendment shall have the meaning given to such
term in the Original Lease.
B. EJC Partners has heretofore acquired from Main Street an
undivided fee interest as tenant-in-common with Main Street in the Parcel (and
the Building which is in the process of being constructed thereon) which is the
subject of the Lease, and accordingly has also succeeded to a portion of the
interest of Main Street as the landlord under the Original Lease.
C. Landlord and Tenant now desire to amend certain of the
terms and conditions set forth in the Original Lease (which together with the
amendments made herein shall be hereinafter referred to as the "Lease") as more
fully described herein.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and
promises contained herein, the parties to this Amendment hereby agree as
follows:
1. EFFECTIVE DATE. The effective date ("Effective
Date") of this Amendment shall be January 1, 1997.
2. APPROXIMATE SIZE OF BUILDING. Effective as of the
Effective Date, Paragraph 2.B. of the Ground Lease shall be deleted and the
following shall be substituted in its place:
B. That certain two story building to be constructed by
Landlord on the Parcel at the general location shown on the
site plan attached hereto as EXHIBIT "B" containing
approximately 62,188 square feet consisting of approximately
50,688 square feet on the first floor and 11,500 square feet
of offices on the second floor (the "Building") and other
improvements to be constructed by Landlord in accordance with
2
the provisions of the Improvement Agreement attached hereto as
EXHIBIT "C" (the "Improvement Agreement").
3. MONTHLY INSTALLMENT OF RENT. Effective as of the
Effective Date, Paragraph 4.B. of the Original Lease shall be deleted and the
following shall be substituted in its place:
B. Monthly Installment. Subject to Paragraph 12 of the
Improvement Agreement, the initial Monthly Installment of rent
shall be Eighty-Eight Cents ($0.88) per square foot multiplied
by the gross square foot area of the Building as reasonably
certified in writing by Landlord's Architect to Landlord and
Tenant following completion of construction of the Building,
with the gross square foot measurement to be measured from the
exterior surface of the outside walls of the Building
(excluding any deviations in the exterior surface for minor
indentations or protrusions such as windows and window
casings) ("Building Area"). In no event shall the Building
Area so calculated for this purpose be deemed to exceed 62,188
square feet (the maximum square footage approved for
development on the Parcel by the City Council of the City of
Pleasanton pursuant to Resolution No. 96-101 adopted on
September 3, 1996).
Commencing as of the first (1st) anniversary of the Rental
Commencement Date, and continuing every year thereafter
throughout the remainder of the Lease Term (each such date
being referred to as a "Rent Adjustment Date"), the Monthly
Installment of rent shall be increased by an amount equal to
the product obtained by multiplying the Monthly Installment of
rent in effect for the calendar month immediately preceding
the Rent Adjustment Date in question by a fraction, the
numerator of which is the New Index (as defined below) and the
denominator of which is the Prior Index (as defined below);
provided, however, that in no event shall the Monthly
Installment of rent be increased in excess of four percent
(4%) per annum. If, on any Rent Adjustment Date, the New Index
for such Rent Adjustment Date has not yet been published,
Tenant shall continue to pay the rent then in effect until
such time as the New Index is published, at which time the
entire increase specified above shall take effect retroactive
to the Rent Adjustment Date and Tenant shall pay to Landlord
any portion of the entire increase not already paid.
4. LANDLORD IMPROVEMENT COSTS.
(a) Effective as of the Effective Date,
Paragraph 2.J. of Exhibit "C" to the Lease ("Improvement Agreement") shall be
deleted and the following shall be substituted in its place:
J. Base Landlord Improvement Costs. The term "Base
Landlord Improvement Costs" shall mean Thirty-Six Dollars
Forty Cents ($36.40) per square foot multiplied by the
Building Area (as determined pursuant to Paragraph 4.B of the
Lease).
-2-
3
(b) Effective as of the Effective Date,
Paragraph 12 of Exhibit C to the Lease ("Improvement Agreement") shall be
deleted and the following shall be substituted in its place:
12. Payment of Landlord Improvement Costs. Subject to
Paragraph 11 above, the Landlord Improvement Costs for the
Landlord Improvements shall be paid by Landlord and Tenant as
follows:
A. Landlord shall pay all Landlord Improvement Costs up
to the Base Landlord Improvement Costs.
B. Landlord shall pay all Excess Landlord Improvement Costs up
to Three Hundred Fifty Thousand Dollars ($350,000). In such
event Tenant shall have the option of either reimbursing
Landlord for such Excess Landlord Improvement Costs at the
time of Substantial Completion of the Landlord Improvements,
or, in lieu of such reimbursement, increasing each Monthly
Installment of rent (as calculated pursuant to Paragraph 4.B
of the Lease) during the Lease Term by an amount equal to one
percent (1%) of the Excess Landlord Improvement Costs.
Notwithstanding the foregoing to the contrary Landlord shall
pay all, and in no event shall Tenant be obligated to
reimburse Landlord or pay any increased rent as a result of,
Excess Landlord Improvement Costs greater than Three Hundred
Fifty Thousand Dollars ($350,000).
C. [Landlord's termination rights have expired and
therefore are intentionally deleted.]
5. RATIFICATION OF THE LEASE AS AMENDED. Except as modified by
this Amendment, Landlord and Tenant hereby acknowledge and ratify all of the
terms and conditions of the Original Lease and agree that the Original Lease, as
amended hereby, is and shall remain in full force and effect between Landlord
and Tenant.
IN WITNESS WHEREOF, the parties hereto have entered into this
Amendment in one or more counterparts.
TENANT:
THORATEC LABORATORIES, CORPORATION,
a California corporation
By: /s/ Xxx Xxxxxxx
---------------------------------------
Name: Xxx Xxxxxxx
---------------------------------------
Title: Vice President - Operations
---------------------------------------
-3-
4
LANDLORD:
MAIN STREET ASSOCIATES,
a California general partnership
Tenant-in-Common
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------------
Xxxxxx X. Xxxxxx, Managing General Partner
By: The Xxxxxx Revocable Trust Dated June 24,
1993, General Partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Xxxxxx X. Xxxxxx, Co-Trustee under the
Xxxxxx Revocable Trust Dated June 24, 1993
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------------
Xxxxx X. Xxxxxx, Co-Trustee under the
Xxxxxx Revocable Trust Dated June 24, 1993
EJC PARTNERS, L.P.,
a California Limited partnership
Tenant-in-Common
By: /s/ Xxxx X. Xxxxxx
-------------------------------------------------
Xxxx X. Xxxxxx, Trustee of the Survivor's
Trust Established by Xxxxxx 1990 Trust,
General Partner
By: /s/ Xxxx X. Xxxxxx
-------------------------------------------------
Xxxx X. Xxxxxx, Trustee of the Residual
Balance Trust Established by Xxxxxx 1990 Trust,
General Partner
-4-
