EXHIBIT 10.20
SECOND AMENDMENT TO OFFICE LEASE
THIS AMENDMENT made this 8th day of April, 1997, (the "Amendment") by and
between CONTINENTAL TERRACE CORPORATION, a Texas corporation, hereinafter
referred to as "Lessor", and PEERLESS SYSTEMS, INC., a Delaware corporation,
hereinafter referred to as "Lessee".
W I T N E S S E T H:
WHEREAS, Lessee entered into a certain Office Lease ("Lease"), dated
February 6, 1992, with Lessor leasing certain premises together with
appurtenances in Continental Park, commonly known as ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; and,
WHEREAS, said Lease was amended in certain particulars by a Letter
Amendment, dated March 31, 1992, and by a second agreement, dated July 29, 1992,
and by a First Amendment to Office Lease, dated December 1, 1995; and
WHEREAS, Continental Terrace Corporation is successor in interest to
Continental Development Corporation; and
WHEREAS, Lessor and Lessee are desirous of amending said Lease by this
Second Amendment to Office Lease in the manner set forth below.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
Lessor and Lessee hereby agree to amend said Lease as follows:
1. TERM
The Term in Paragraph 1.5 of the Lease, as amended, shall be extended
for three (3) years and nine (9) months, terminating December 31, 2004.
2. ADDITIONAL DEMISED PREMISES
(a) Suite 475, consisting of 1,763 rentable square feet, is hereby
added to the Premises effective as of the date such premises become
available or April 1, 1997, whichever is later.
(b) Suites 450 and 460 consisting of 12,683 rentable square feet shall
be added to the Premises effective as of June 15, 1997, or the
date the present tenant in such premises has vacated, whichever is
the later to occur.
(c) Suite 495 consisting of 2,872 rentable square feet shall be added
to the Premises effective as of the date such premises becomes
available, but in any event, no later than by December 31, 1997.
See Paragraph 7 below.
The description of the Premises (appearing in Paragraph 1.2 and depicted in
Exhibits "A" and "AA") in the Lease is hereby modified by the addition of said
Suites 475, 450, 460 and 495 on and as of the effective dates as set forth in
this paragraph 2. Also upon such effective dates, the size of the Premises
shall be increased by the additional square feet shown for each additional suite
so added and all amounts of rent payable by Lessee to Lessor which are based
upon rentable square feet shall be automatically adjusted based upon such new
square footage. A depiction of the additional premises added hereby is shown in
Exhibit "A-2" which is attached hereto and made a part hereof and shall
supplement Exhibits "A" and "AA" of the Lease.
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3. BASE RENTAL
The Base Rental set forth in Paragraph 1.6 of the Lease, as amended, shall be
increased as follows:
(a) For the Premises existing as of the date of this Amendment the
Base Rental shall be increased starting on April 1, 2001 through
September 30, 2002 to $1.75 per rentable square foot. Beginning
October 1, 2002 through December 31, 2004, the Base Rental shall be
increased to $1.85 per rentable square foot.
(b) The Base Rental for the additional Premises, Suite 475, shall
be equal to $1.60 per rentable square foot from the date of
delivery through March 31, 2001 and increase to $1.75 per rentable
square foot as of April 1, 2001 through September 30, 2002.
Beginning October 1, 2002 through December 31, 2004, the Base
Rental shall be increased to $1.85 per rentable square foot.
(c) The Base Rental for the Additional Premises, Suites 450 and
460, shall be equal to $0.00 per rentable square foot from June 15,
1997 or the date the present tenant in such premises has vacated
whichever is the later to occur through December 31, 1997 and shall
be increased to $1.60 per rentable square foot as of January 1,
1998 through March 31, 2001. As of April 1, 2001 through September
30, 2002, the Base Rental shall be increased to $1.75 per rentable
square foot and beginning October 1, 2002 through December 31,
2004, the Base Rental shall be increased to $1.85 per rentable
square foot.
(d) The Base Rental for the Additional Premises, Suite 495, shall
be equal to $1.60 per rentable square foot from delivery through
March 31, 2001. The Base Rental shall be increased to $1.75 per
rentable square foot from April 1, 2001 through September 30, 2002
and beginning October 1, 2002, through December 31, 2004, the Base
Rental shall be increase to $1.85 per rentable square foot.
4. LESSEE IMPROVEMENT ALLOWANCE
Lessee shall receive an allowance for improvements to Suites 450, 460 and
475 in the amount of $192,615.00 ($15.00 per usable square foot) and for Suite
495 in the amount of $20,424.00 ($8.00 per usable square foot) at the time upon
completion of the Lessee Improvements.
5. REFURBISHMENT
Lessor shall, if and when Lessee has committed in writing to occupy those
premises which would give Lessee occupancy of the entire 4th floor, replace the
carpet in the main corridor of 2361 Rosecrans and replace the wall covering and
paint elevator doors and surrounding casements, as nearly as possible, to match
the colors of such items on the 4th floor of 2381 Rosecrans as part of the final
improvements to be made to any of the suites described herein.
6. PARKING
Lessee shall be entitled to four (4) parking permits per 1,000 usable
square feet of the Premises (comprised of the original Premises, the first
expansion of the original Premises, and the expansion pursuant hereto) of which
up to thirty (30) may be reserved permits. Lessee shall be entitled to these
spaces as of the date hereof. The current rates in effect as of the date hereof
for such permits are $45.00 each and $65.00 each for non-reserved and reserved,
respectively. See Exhibit "A" attached hereto which by this reference is made a
part hereof.
7. EXPANSION SPACE
Lessee hereby gives notice to Lessor to notify Lessee of the amount of any
and all costs and expenses which would be incurred in relocating the now current
lessee in Suite 495. Lessee shall
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then have five (5) business days to review and approve any such costs. If
Lessee approves of such costs and expenses which costs and expenses shall
include but not be limited to special improvements, installations of telephone,
data and computer wiring, broker commissions, rent differential, printing of
stationery and related items, and moving, Lessee shall have the option to pay
such costs and expenses as they arise or aggregate them and amortize them
monthly over the then remaining Term of the Lease at the interest rate of 9% per
year. Payments would be due and payable monthly at the same time as the rent and
would be defined as Rent. If Lessee fails to approve the costs and expenses
within such five (5) business day period, then Lessee's option to expand shall
thereupon expire and be of no further force or effect.
8. SIGNAGE
Subject to compliance with all Laws, Lessee shall have the right to
install a sign on the top facia of the 2361 Rosecrans Building facing east onto
Rosecrans Avenue. Lessee shall pay all costs of the sign including but not
limited to the costs of design, engineering, fabrication, delivery and
installation of such sign. This right must be exercised by Lessee, if at all,
within one hundred twenty (120) days from and after the date hereof. The
installation of the sign shall be completed within one hundred eighty (180) days
thereafter. In the event Lessee shall fail to meet either of these requirements,
its right to such sign shall terminate and be of no further force or effect. The
sign's size, design, specifications and exact location shall be subject to the
express approval of the Lessor. At Lessee's sole cost and expense, at all times
during the Term and any extension thereof, Lessee shall be solely responsible
for maintaining such sign in a first-class condition and good repair. Lessor
shall have the right at any time after the sign is installed to move such sign
to a location on the south east facade of the Building facing Aviation
Boulevard. All costs to relocate the sign shall be paid by Lessor.
9. EXPANSION
In addition to those rights of Lessee set forth in the First Amendment to
Office Lease, dated December 1, 1995, when Lessee shall desire to expand its
Premises into premises in buildings in Continental Park other than the Building,
it shall give written notice thereof to Lessor and Lessor shall forthwith notify
Lessee of the availability of space into which Lessee could expand. Within five
(5) days after Lessee receives Lessor's notice, Lessee shall notify Lessor of
its intent to expand, which notice shall specify the amount and location of the
space Lessee desires from that space which Lessor's notice has indicated is
available for such expansion. If Lessee fails to so notify Lessor within such
period then thereafter Lessor shall have the right to lease any such available
space to any person or entity including Lessee, as the case may be.
10. EFFECTIVE DATE
This Amendment shall take effect as of April 8, 1997.
11. BROKERAGE
Lessee represents that Lessee has dealt with no broker in connection
with this modification of the Lease except for ▇▇▇ & Associates, and that
insofar as Lessee knows, no other broker negotiated this modification of Lease
or is entitled to any commission in connection therewith.
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IN WITNESS WHEREOF, Lessor and Lessee have caused this Second Amendment to
Office Lease to be executed on the day and year first above written.
CONTINENTAL TERRACE PEERLESS SYSTEMS, INC.
CORPORATION
LESSOR LESSEE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ Hoshi Printer
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President Hoshi Printer,
Chief Financial Officer,
Vice President/Finance &
Administration
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., Secretary
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