1
TRANSACT TECHNOLOGIES INCORPORATED
EXHIBIT 10.27
LEASE AMENDMENT
This Lease Amendment, dated as of December 2, 1996, is by and between
BOMAX PROPERTIES, a New York general partnership with an office at 00 Xxxx
Xxxxx, Xxxxxx, Xxx Xxxx 00000 ("Lessor"), ITHACA PERIPHERALS, a division of
MAGNETEC CORPORATION, a Connecticut corporation with an office at 00 Xxxxx
Xxxxx, Xxxxxx, Xxx Xxxx 00000 ("Lessee"), THE XXXXXXXX COUNTY INDUSTRIAL
DEVELOPMENT AGENCY, a New York public benefit corporation organized pursuant to
the New York Public Authorities Law ("XXX"), and TRANSACT TECHNOLOGIES
INCORPORATED, a Delaware corporation with an office at 0 Xxxxx Xxxx,
Xxxxxxxxxxx, Xxxxxxxxxxx 00000 ("Guarantor").
RECITALS
A. Lessor and Lessee are parties to a Lease Agreement dated as of March
23, 1992 ("Lease"), pursuant to which Lessor leased to Lessee approximately 5.34
acres of land in the Village of Lansing, Xxxxxxxx County, State of New York, and
agreed to construct a manufacturing and office building for Lessee on the
Premises. Permanent occupancy of the building was obtained by Lessee on or about
November 20, 1992 and the Lease commencement date under the Lease was November
20, 1992.
X. Xxxxxx transferred the Premises to the XXX, subject to the Lease, on
or about June 11, 1993 and entered into an installment sales contract to
purchase the property back from the XXX. Under the installment sales contract,
Lessor retained all beneficial rights and interest in the Premises.
2
C. The Lease was guaranteed by Tridex Corporation, the then parent
company of Lessee.
D. Lessee previously requested Lessor to construct an Addition of
approximately 10,476 square feet (hereafter referred to as "Addition No. 1") to
the Leased Property (as defined in the Lease) and the parties entered into a
Lease Amendment dated as of October 18, 1993 providing for the construction of
such Addition No. 1 and to amend the Lease accordingly.
E. Pursuant to the provisions of Article I, Section B of the Lease,
Lessee is granted the option to lease Parcel 2 as shown on the map annexed
hereto as Exhibit A, subject to agreement of the Landlord.
F. Lessee has requested Lessor to construct another Addition of
approximately 23,000 square feet (hereafter referred to as "Addition No. 2" ) in
part on the Leased Property (as defined in the Lease and the Amendment of
October 18, 1993) and in part on Parcel 2 as shown on Exhibit A. The purpose of
this Lease Amendment is to provide for xxx.xxxxxxxxxxxx of the new Addition No.
2, to add Parcel 2 as shown on the annexed Exhibit A to the premises leased, and
to amend the Lease and the Amendment above mentioned accordingly.
NOW, THEREFORE, in consideration of the following mutual covenants, the
parties agree as follows:
1. All capitalized terms used herein which are not otherwise defined
shall have the same meaning given to those
2
3
terms in the Lease.
2. Lessee hereby exercises the option to lease Parcel 2. Accordingly,
the last sentence of Article I, Section A is amended to read as follows.
Exhibit A depicts two parcels of land, Parcel 1 of approximately 5.3 4
acres and Parcel 2 of approximately 2 acres (Parcels 1 and 2 hereafter
referred to as the "Premises").
3. The last sentence of the first paragraph of Article I, Section C of
the Lease (and the Amendment of October 18, 1993) is amended to read as follows-
The Premises, building and improvements, including the Addition No. 1
constructed pursuant to the Lease Amendment of October 18, 1993 and the
Addition No. 2 referenced below are hereafter referred to as the
"Leased Property".
4. The following paragraph is hereby added to Article I, Section C and
the Amendment thereto:
Lessor agrees to construct on the Premises, at its own cost and
expense, an Addition of approximately 23,000 sq. ft. on the west side
of the building currently located on the Premises (along with parking
space for 35 additional cars) (hereinafter referred to as the "Addition
No. 2" ). The Addition No. 2 shall be constructed in accordance with
the following plans and drawings prepared by Xxxxxxx & Xxxxxxx,
Architects, which plans have previously been reviewed and approved by
Lessor and Lessee, along with such other changes thereto as may be
hereinafter approved by Lessor and Lessee.
Description Date Revised
----------- ---- -------
A-1 Addition to Ithaca Peripherals, 6/25/96 8/19/96
Inc. Site Plan
A-2 Overall Plan 6/25/96 8/26/96
A-3 Foundation Plan 6/25/96 8/26/96
A-4 First Floor Plan 6/25/96 8/26/96
3
4
A-5 Elevations and Details 6/25/96 8/26/96
A-6 Wall Sections 6/25/96 8/26/96
A-7 Details/Elevations/Schedules 8/20/96
H-1 Addition HVAC Plan 8/26/96
H-2 HVAC Plan Existing Plant 8/26/96
H-3 Details and Schedules 8/26/96
P-1 Addition - Plumbing Plan 8/26/96
P-2 Schedules and Details 8/26/96
SP-1 Floor Plan- Sprinkler System 8/26/96
SP-2 Existing Plant - Sprinkler Plan 8/26/96
E-1 Addition to Power Plan 8/26/96
E-2 Addition to Lighting Plan 8/26/96
E-3 Existing Plant - Power Plan 8/26/96
E-4 Lighting Plan Existing Plant 8/26/96
E-5 Schedules and Details 8/26/96
5. The following new paragraph shall be added at the end of Article I,
Section. E (as previously amended):
Construction of the Addition No. 2 shall commence within one week of
the date this Lease Amendment is executed and shall be completed and
delivered to Lessee for lawful occupation by January 1, 1997. The
Addition No. 2 shall be constructed, and the Addition shall be rendered
to Lessee for occupancy, in compliance with the Building Code of the
Town and Village of Lansing, County of Xxxxxxxx and State of New York
for use as a light manufacturing facility.
6. Article I, Section F(1) of the Lease (as previously amended) is
hereby amended to read as follows.
(1) The Lessor has obtained or will obtain all governmental permits,
licenses, certificates and approvals, including subdivision approval,
if
4
5
required, necessary to construct and occupy the building and
improvements (including the Addition No. 2) set forth in the plans as
described in paragraph C of the Lease.
7. The Lessor repeats each of the other representations and warranties
set forth in Article I, Section F and acknowledges that the representations and
warranties apply with equal force to Addition No. 2 and to the construction to
be undertaken hereunder.
8. The first sentence of Article II of the Lease and the Amendment of
October 18, 1993 is amended as follows:
Upon completion of the Addition No. 2 provided for by this Amendment
and issuance of a certificate of occupancy, the term of this Lease
shall extend for a period of ten (10) years thereafter.
9. Effective upon the date of the issuance of a certificate of
occupancy for the Premises (including the Addition No. 2 to be constructed
pursuant to this Amendment), Article III, Section A of the Lease (including the
Amendment of October 18, 1993 thereto) is hereby amended as follows.
Lessee shall pay to Lessor rent for the Leased Property during the term
of this Lease on a gross square footage basis as determined by the
exterior dimensions of the building, including the Addition No. 1
previously constructed and the Addition No. 2 to be constructed
pursuant to this Amendment (but excluding the courtyard) at the
following annual rates:
Years 1 through 5 - $7.00 per gross square foot
Years 6 through 10 - $7.50 per gross square foot
Payment of rent pursuant to this Amendment shall commence only upon
completion of the Addition No. 2 and issuance of a certificate of
occupancy for the Addition. If the Addition No. 2 is completed on a day
other than the first of a month, the first and last month's rent for
the Addition No. 2 shall be
5
6
prorated accordingly. Until such date, rent shall continue to be paid
in accordance with the provisions of the Lease Amendment of October 18,
1993.
10. During the construction of Addition No. 2, Lessor agrees to use its
best efforts to coordinate construction so as to minimize disruption of Lessee's
business operations.
11. All references in the Lease to the "building and improvements" or
phrases of similar meaning shall be deemed to include the Addition No. 1
constructed pursuant to the Amendment of October 18, 1993 and the Addition No. 2
as described herein after the issuance of a certificate of occupancy for
Addition No. 2.
12. Except as specifically amended hereby, the Lease Agreement and the
Lease Amendment of October 18, 1993 remain in full force and effect in
accordance with their terms.
13. The XXX is signing this Lease Amendment solely for the purpose of
signifying its consent to this Amendment, but does not undertake and shall not
be liable or responsible for any of the obligations or liabilities of the
landlord under the Lease Agreement, as amended.
14. Lessor consents to the substitution of Transact Technologies
Incorporated for Tridex Corporation as Guarantor of the Lease. Tridex
Corporation is released from all obligations under its guarantee of the Lease.
Transact Technologies Incorporated shall guarantee Lessee's performance of this
Lease by signing the guarantee form attached to this Amendment.
6
7
15. This Amendment is subject to and contingent upon Landlord obtaining
subdivision and site plan approval from the Village of Lansing and Parcel 2
being conveyed to XXX.
16. This Lease Amendment may be signed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have subscribed this Lease
Amendment as of the date first written above.
BOMAX PROPERTIES LLC TRANSACT TECHNOLOGIES
INCORPORATED
By: /s/ Xxxxxx X. Xxxx By /s/ Xxxxxxx X. Xxxx
------------------------------------------ ---------------------------
Title: Executive VP & CFO
------------------------------------------ -----------------------
Title: Manager
--------------------------------------
THE XXXXXXXX COUNTY
ITHACA PERIPHERALS, a division INDUSTRIAL DEVELOPMENT
of MAGNETEC CORPORATION AGENCY
By: /s/ Xxxx X. Xxxxxx By /s/ Xxxxxx X. Xxxxx
------------------------------------------ ---------------------------
Title: Sr. Vice President and General Manager Title: Chairman
-------------------------------------- -----------------------
7
8
GUARANTEE OF LEASE
WHEREAS, BOMAX PROPERTIES as Lessor, and ITHACA PERIPHERALS, a division
of MAGNETEC CORPORATION, as Lessee, have entered into a Lease Agreement dated as
of March 23, 1992, a Lease Amendment dated as of October 18, 1993, and a further
Lease Amendment dated December 2, 1996,
WHEREAS, BOMAX PROPERTIES has required that ITHACA PERIPHERALS, a
division of MAGNETEC CORPORATION furnish a guarantee of the Lease and Amendment
executed by its parent,- TRANSACT TECHNOLOGIES INCORPORATED;
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good
and valuable consideration, TRANSACT TECHNOLOGIES INCORPORATED ("Guarantor")
hereby guarantees unto BOMAX PROPERTIES the full and faithful performance of all
of the obligations of ITHACA PERIPHERALS, a division of MAGNETEC CORPORATION,
under the Lease and Amendments, including without limitation, the prompt payment
of all rent and fees due under the Lease and Amendments or under any renewal or
extension thereof.
BOMAX PROPERTIES agrees to give to Guarantor written notice of any
default by ITHACA PERIPHERALS under the Lease and Amendments at the address set
forth below (or at such other address as the Guarantor may designate in
writing), and to permit Guarantor to cure any such default within any
8
9
applicable cure period set forth in the Lease.
Dated: December 2, 1996
Address for Notices: TRANSACT TECHNOLOGIES
INCORPORATED
0 Xxxxx Xxxx By: /s/ Xxxxxxx X. Xxxx
---------------------------------------- -------------------------------
Xxxxxxxxxxx, XX 00000.. Title: Executive VP & CFO
---------------------------------------- ----------------------------
BOMAX PROPERTIES LLC
00 Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
---------------------------------------- -------------------------------
Xxxxxx, XX 00000
---------------------------------------- -------------------------------
Title: Manager
----------------------------
9
