Exhibit 10.69.2
FIRST AMENDMENT TO LEASE
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(]I.E.S. Electronics Industries U.S.A. , Inc., Parkway Point)
THIS FIRST AMENDMSENT TO LEASE ("Amendment") is dated effective as of
May1, 2000, by and between Principle Life Insurance Company, Iowa Corporation
("Lessor"), and I.E.S. Electronics Industries U.S.A., Inc., a Delaware
corporation (Lessee).
RECITALS:
WHEREAS, Lessor and Lessee entered into that certain Commercial Lease
Agreement dated September 24,1997 ("Lease"), pertaining to the premises
currently comprised of a total of approximately 5,700 rentable square feet of
space (`Original Leased Premises") located at 0000 Xxxx Xxxxxxx Xxxxx, Xxxxx
000, Xxxx Xxxx, Xxxxxxxx, in the building commonly referred to as Parkway Point
("Building"); and
WHEREAS, Lessor and Lessee desire to enter into this Amendment to
extend the term of the Leasee, expand the area of the Leased Premises, establish
the terms of a right o offer and renew option, and provide for certain order
matters as more fully set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agreed that the Lease shall be amended
in accordance with the terms an conditions set forth below.
1. Definitions
(a) Generally. The capitalized terms used herein shall have the same
definition as set forth in the Lease, unless otherwise defined herein.
(b) Expansion Premises. The term "Expansion Premises" is hereby defined
to be and to mean that certain space located on the first floor of the Building
commonly referred to as Suite 100, consisting of approximately 3,200 rentable
square feet of space, as outlined on Exhibit A attached hereto and incorporated
herein by this reference.
(c) Expansion Commencement Date. The term "Expansion Commencement Date"
is hereby defined to be and to mean May 1, 2000.
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(d) Adjusted Leased Premises. The term "Adjusted Leased Premises" is
hereby defined to be and to mean the Original Leased Premises and the Expansion
Premises collectively. Effective as of the Expansion Commencement Date, the
Adjusted Leased Premises shall be the Leased Premises, as defined in Section
1.02 of the Lease. The Adjusted Leased Premises consists of a collective total
approximately 8,900 rentable square feet of space.
(e) Expansion Term. The term "Expansion Term" is hereby defined to be
and to mean that period of time commencing on the Expansion Commencement Date
and expiring contemporaneously with the Lease on the Renewal Expiration Date.
(f) Renewal Commencement Date. The term "Renewal Commencement Date" is
hereby defined to be and to mean October 1, 2000.
(g) Renewal Expiration Date. The Term "Renewal Expiration Date" is
hereby defined to be and to mean September 30, 2005.
(h) Renewal Term. The term "Renewal Term" is hereby defined to be and
to mean that period of five (5) years commencing on the Renewal Commencement
Dated and expiring on the Renewal Expiration Date.
2. Renewal. The parties hereby acknowledge and agree that the initial
term of the Lease expires on September 20, 2000. However, Lessor and Lessee
desire to extend the term of the Lease on the terms and conditions set forth
herein. Accordingly, subject to the terms and conditions set forth in this
Amendment, the term of the Lease is hereby extended for the Renewal Term.
3. Expansion of the Original Leased Premises. Effective on the
Expansion Commencement Date, Lessor hereby leases to Lessee and Lessee herby
leases from Lessor, on the terms and conditions set forth in the Lease and
herein, the Expansion Premises. Lessee hereby accepts the Expansion Premises in
its present "as is" condition.
4. Monthly Base Rental. During the Expansion Term, Lessee shall pay to
Lessor Base Rent for the Leased Premises in the total amount of approximately
Five Hundred Thirty-Nine Thousand Six Hundred Thirty Three and 39/100ths Dollars
($539,633.39) payable in monthly installments as follows:
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EXPANSION PREMISES
Dates Base rent for Period Monthly Base Rental
----- -------------------- -------------------
5/1/00 - 9/30/00 $13,333.35 $2,666.67
10/1/00 - 9/30/01 $32,000.04 $2,666.67
10/1/01 - 9/30/02 $34,400.00 $2,866.67
10/1/02 - 9/30/03 $35,200.00 $2,933.33
10/1/03 - 9/30/04 $39,200.00 $3,266.67
10/1/04 - 9/30/05 $41,600.00 $3,466.67
ORIGINAL Leased Premises
Dates Base rent for Period Monthly Base Rental
----- -------------------- -------------------
5/1/00 - 9/30/00 $19,000.00 $3,800.00
10/1/00 - 9/30/01 $57,000.00 $4,750.00
10/1/01 - 9/30/02 $61,275.00 $5,106.25
10/1/02 - 9/30/03 $62,700.00 $5,225.00
10/1/03 - 9/30/04 $69,825.00 $5,818.75
10/1/04 - 9/30/05 $74,100.00 $6,175.00
Except as otherwise expressly set forth herein, Base Rent shall be payable
pursuant to the terms and conditions of the Lease.
5. Lessee's Prorata Share. Beginning on the Expansion Commencement
Date, Lessee's prorata share of operating expenses, as set forth in section 2.02
of the Lease, shall be increased from 6.31% to 9.865%.
6. Lessee's Parking Spaces. The number of parking spaces, as set forth
in Section 1 of Exhibit E of the Lease, shall be increased from eleven (11) to
twenty (20) undesignated parking spaces on the Expansion Commencement Date.
7. Improvements and Allowance. Lessor shall contribute to any
improvements to the Leased Premises Lessee desires to make in accordance with
the terms and conditions of the Lease, including without limitation, Article 6
thereof, in an amount equal to the lesser of Twenty-Two Thousand Two Hundred
Fifty No/100ths Dollars ($22,250.00) or the actual cost of such improvements
("Allowance"). Lessor shall pay the Allowance, or applicable Lien waivers, as
built drawings, paid invoices, certificates
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of occupancy and such other evidence as Lessor may reasonably require. Lessee
shall not make more than one request for any portion of the Allowance during any
thirty (30) day period. Any such requests for the Allowance must be given to
Lessor in writing prior to October 1, 2002.
8. Lessee's Right of Offer for Expansion Space
(a) Expansion Space. The term "Offer Space" is hereby defined to mean
that space contiguous to the Leased Premises containing approximately 10,275
rentable square feet commonly referred to as Suite 150 and as depicted on
Exhibit B, attached hereto and incorporated herein by this reference. If at any
time during the initial three (3) years of the Expansion Term, Lessor desires to
accept an offer to lease all or any portion of the Offer Space, Lessor shall
give Lessee prior written notice ("Offer Space Notice") of such event. Within
five (5) business days after the date the Office Space Notice is given to
Lessee, the time of giving of such notice to be of the essence of this Section,
Lessee shall give Lessor written notice ("Offer Acceptance Notice") of its
election to lease the entire Office Space.
(b) Amendment After receipt of any such Offer Acceptance Notice, Lessor
and Lessee shall enter into an amendment to the Lease acceptable to Lessor and
Lessee to provide that from and after the offer space Commencement Date (as
defined below), the Lease shall be deemed modified as follows:
(1) The term "Leased Premises" shall be deemed to include the
Offer Space.
(2) Base Rent payable for the Offer Space shall be equal to the
prevailing Market Rental Rate, as calculated in accordance
with Subsections (c) and (d) below, but in not event less than
the Monthly Base Rent in effect from time-to-time applicable
to the Leased Premises on per-square foot basis;
(3) Lessee's prorata share of operating expenses as set forth in
Section 2.02 of the Lease, shall be amended to reflect the
increase in the area of the Leased Premises, as reasonably
calculated by the Lessor;
(4) Lessee shall accept the Offer Space "as is"; and
(5) The Offer Space Commencement Date shall be thirtieth (30th)
day following Lesor's receipt of Offer Acceptance Notice.
Except as set forth above, the terms and conditions of the Lease as they apply
to the Leased Premises shall govern Lessee's lease of the Offer Space.
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(c) Broker Determination. No later than five (5) business days
following Lessor's receipt of the Offer Acceptance Notice, Lessor and Lessee
shall meet in an effort to negotiate, in good faith, the market Rental Rate
applicable to the offer Space as of the date of the Offer Acceptance Notice. If
Lessor and Lessee have not agreed upon the Market Rental Rate applicable to the
Leased Premises within such five (5) day period, then Lessor and Lessee shall
attempt to agree in good faith, upon a single broker not later than ten (10)
days following Lessor's receipt of the offer Acceptance Notice who shall
determine the market Rental Rate for the Offer Space. If Lessor and lessee are
unable to agree upon a single broker within such time period, then Lessor and
Lessee shall each appoint one broker not later than fifteen (15) days following
Lessor's receipt of the Offer Acceptance Notice. Not later than twenty (20) days
following Lessor's receipt of the Offer Acceptance Notice the two appointed
brokers shall appoint a third broker. If either Lessor or Lessee fails to
appoint a broker within the prescribed time period, the single broker appointed
shall determine the Market rental Rate. If both parties fail to appoint brokers
with the prescribed time periods, then the first broker thereafter selected by a
party shall determine the Market Rental Rate. Otherwise, the Market Rental Rate
shall be the arithmetic average of two (2) of the three (3) determinations which
are the closest in amount, and the third determination shall be disregarded.
Lessor and Lessee shall instruct the brokers to complete their determination of
the Market Rental Rate not later than thirty (30) days following Lessor's
receipt of the Offer Acceptance Notice. Each party shall bear the costs of its
own broker, and the parties shall share equally the cost of the single or third
broker if applicable. Each broker shall have at least five (5) year's experience
in the leasing of commercial office buildings in the submarket in which the
Building is located and shall be a licensed real estate broker.
(d) Market Rental Rate For the purposes of this Section 8 only, the
term "Market Rental Rate" per square foot of area shall mean the annual rate of
Monthly Base Rent reasonably determined to be the prevailing market rental rate
in the submarket in which the Building is located for comparable office space
for terms commencing on or about the Offer Space Commencement Date and shall
take into its consideration (i) the duration of the term for which such space is
being leased, (ii) location within the applicable building, (iii) when the
applicable first rate becomes effective, (iv) other concessions customarily
given to other tenants including, without limitation, rent abatement and tenant
improvement allowances, but assuming the leasing of the space is "as is" on the
Offer Space Commencement Date, and (v) other comparable factors. Bona Fide
written offers to lease comparable space in the Building received by lessor from
third parities (at arm's length) and consummated between Lessor and such third
party within six (6) months prior to the date of the Offer Acceptance Notice may
be used by Lessor or Lessee as an indication of the Market Rental Rate. The
components of the market Rental Rate may include, among other
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items, the components of rent, periodic adjustments or additions to a fixed
Monthly Base Rent upon a share of real estate taxes and other expenses and
increases to adjust for inflation then customary in the submarket in which the
Building is located.
(e) Failure to Exercise. In the event that Lessee fails to exercise its
right as aforesaid within five (5) business days of the date of the Offer Space
Notice is given to Lessee or, in the event Lessee shall have exercised its right
and Lessee shall not have executed an amendment of the ease as aforesaid within
five (5) business days from the date of the Lessee is given such an Amendment,
Lessee shall be deemed to have waived its right under this Section with respect
to the Offer Space.
(f) Subordination Lessee's right to offer granted hereunder shall be
subordinate to any and all existing rights or interests conferred to other
tenants for all any portion of the offer Space, as contained in any lease, or
otherwise, in effect on the date of execution of the Lease including without
limitation, (i) options or right regarding renal, extensions or expansion, (ii)
subleases and (iii) assignments.
(g) Not Transferable. Lessee acknowledges and agrees that any right of
offer granted herein shall be deemed personal to Lessee subleases, assigns or
otherwise transfers any interests under the Lease prior to the exercise of any
right to offer granted under this Section, such right shall lapse and be of no
other force or effect.
(h) No Default. Lessee may exercise its right under this Section, and
such an exercise shall be effective, only if at the time of Offer Acceptance
Notice and on the Offer Space Commencement Date (i) the Lease is in full force
and effect, (ii) Lessee is not in default of any applicable notice or the
passage of time, would constitute such a default.
9. Extension Option. Any and all other rights under this Section, and
such an exercise shall be effective, only if at the time of Offer Acceptance
Notice and on the Offer Space Commencement Date (i) the Lease is in full force
and effect, (ii) Lessee is not in default of any term or condition of the Lease,
and (iii) no event has occurred, which, which, with the giving of any applicable
notice or the passage of time, would constitute such a default.
(a) Extension Option. Subject to the provisions hereinafter set forth,
Lessor hereby grants to Lessee an option ("Extension Option") to extend the
Renewal Term on the same terms, conditions and provisions as contained herein,
except as otherwise provided below, for one (1) additional period of five
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(5) years ("Extension Term"), which Extension Term shall commence on October 1,
2005 ("Extension Commencement Date") and end on September 30, 2010 ("Extension
Expiration Date")
(b) Extension Notice. The Extension Option shall be exercisable by
written notice ("Extension Notice") from Lessee to Lessor of Lessee's election
to exercise the Extension Option, which Extension Notice must be given no
earlier than October 1, 2004 nor later than December 31, 2004. If Lessee fails
to deliver to Lessor the Extension Notice within the prescribed time period, the
Extension Option shall lapse and be forever waived.
(c) Base Rent During the Extension Term. Base Rent for the Leased
Premises payable during the Extension Term shall be equal to the prevailing
Market Rental Rate, as hereinafter defined, but in no event less than the
Monthly Base Rent in effect immediately prior to the Extension Commencement
Date.
(d) Broker Determination. No later than ten (ten) days following
Lessor's receipt of the Extension Notice, Lessor and Lessee shall meet in an
effort to negotiate, in good faith, the Market Rental Rate applicable to the
Leased Premises. If Lessor and Lessee have not agreed upon the Market Rental
Rate applicable to the Leased Premises within such (10) day period, then Lessor
and Lessee shall attempt to agree, in good faith, upon a single broker, not
later than fifteen (15) days following Lessor's receipt of the Extension Notice
who shall determine the Market Rental Rate for the Leased Premises. If Lessor
and lessee are unable to agree upon a single broker within such a time period,
then Lessor and Lessee shall each appoint one broker not later than twenty (20)
days following Lessor's receipt of the Extension Notice. Not later than
twenty-five (25) days following Lessor's receipt of the Extension Notice, the
two appointed brokers shall appoint a third broker. If either Lessor or Lessee
fails to appoint a broker within the prescribed time period, the single broker
shall determine the Market Rental Rate. If both parties fail to appoint brokers
with the prescribed time periods, then the first broker thereafter selected by a
party shall determine the Market Rental Rate. If a single is chosen, then such
broker shall determine the market Rental Rate applicable to the Leased Premises.
Otherwise, the Market Rental Rate shall be the arithmetic average of two (2) of
the three (3) determinations which are the closest in amount, and the third
determination shall be disregarded. Lessor and Lessee shall instruct the brokers
to complete their determination of the Market Rental Rate not later than forty
(40) days following Lessor's receipt of the Extension Notice. Each party shall
bear the costs of its own broker, and the parties shall share equally the cost
of the single or third broker if applicable. Each broker shall have at least
five (5) years' experience in the leasing of commercial office buildings in the
submarket in which the Buildings is located and shall be a licensed real estate
broker.
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(e) Market Rental Rate. For the purposes of this sections only, the
term "Market Rental Rate" per square foot of area shall mean the annual rate
Monthly Base Rent reasonably determined to be the prevailing market rental rate
in the submarket in which the Building is located as determined by Lessor, for
comparable office space for terms commencing on or about the Extension
Commencement Date and Shall take into its consideration (i) the duration of the
term for which such space is being leased, (ii) location within the applicable
building (iii) when the applicable rate first becomes effective, (iv) other
concessions customarily given to other tenants including, without limitation,
rent abatement and tenant improvement allowances, but assuming the leasing of
the space "as is" on the Extension Commencement Date, and (v) other comparable
factors. Bona fide written offers to lease comparable space in the Building
received by Lessor from third parties (at arms's length) and consummated between
Lessor and such third parties within six (6) months prior to the date of the
Extension Notice may be used by Lessor or Lessee as an indication of the Market
Rental Rate. The components of the Market Rental Rate may include, among other
items, the components of rent, periodic adjustments or additions to a fixed
Monthly Base Rent based upon a share of real estate taxes and other expenses and
increases to adjust for inflation then customary in the applicable submarket.
(f) Amendment to Lease. If Lessee validly exercised the Extension
Option, Lessor and Lessee shall enter into a written amendment to the Lease
confirming the terms, conditions and provisions applicable to the Extension
Term, as determined in accordance herewith, with such revisions to the rental
provisions as may be necessary to conform such provisions to the Market Rental
Rate.
(g) No Default. Lessee may exercise the Extension Option, and an
exercise thereof shall be effective only if at the time of Lessee's exercise of
the Extension Option and on the Extension Commencement Date (i) the Lease is in
full force and effect, (ii) Lessee is not in default of any term or condition of
the Lease and (iii) no event has occurred which, with the giving of any
applicable notice or passage of time, would constitute such a default.
(h) Not Transferable. Lessee acknowledges and agrees that the Extension
Option shall be deemed to be personal to Lessee and if Lessee subleases, assigns
or otherwise transfers any interest hereunder prior to the exercise of the
extension Option, such option shall lapse.
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(i) No Commission Paid. Lessee hereby acknowledges and agrees that that
Lessor shall have no liability to Lessee and/or any broker acting by, through or
under Lessee for any brokerage commission or fee relating t the Extension
Option.
10. Brokers. Lessee hereby represents and warrants to Lessor that
Lessee has not dealt with any real estate brokers or leasing agents, except
Trammwell Crow of Denver, Inc. (`Broker"), in the negotiations of this
Amendment, and that no commissions are now payable to any party claiming through
Lessee as a result of the consummation of the transaction contemplated by this
Amendment, except to broker, if applicable. Lessee hereby agrees to indemnify
and hold Lessor harmless from any and all loss, costs, damages or expenses,
including, without limitation, all attorney's fees and disbursements by reason
of any claim of or liability to any other broker, agent, entity, or person
claiming through Lessee (other than Broker) and arising out of or in connection
with the negotiation and execution of this Amendment.
11. Incorporation of Lease Terms. With the exception of those matters
set forth in this Amendment, Lessee's leasing of the Leased Premises shall be
subject to all terms, covenants and conditions of the Lease. In the event of any
express conflict or inconsistency between the terms of this agreement and the
terms of the Lease, the terms of this Amendment shall control and govern.
12. Relocating. Except as expressly modified by this Amendment, all
other terms and conditions of the Lease are hereby ratified and affirmed.
13. Validity of Lease. The parities acknowledge that the Lease is a
valid and enforceable agreement and that Lessee holds no claims against Lessor
or its agents which might serve as the basis of any other set-off against
accruing rent and other charges or any other remedy at law or equity.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this First Amendment to Lease is dated effective as
of the date and year first above written.
----------------------------------------------------- ---------------------------------------------------
Lessor: Lessee:
----------------------------------------------------- ---------------------------------------------------
PRINCIPAL LIFE INSURANCE COMPANY I.E.S. ELECTRONICS INDUSTRIES
U.S.A., INC., a Delaware corporation
----------------------------------------------------- ---------------------------------------------------
An Iowa Corporation
----------------------------------------------------- ---------------------------------------------------
By: Principal Capital Management, LLC
A Delaware limited company
Its authorized signatory
By: _____________________________________ By: ____________________________
Name: Xxxx Mintzle Name: Xxxxx Xxxx
----------------------------------- --------------------------
Its: Director Its:
------------------------------------ --------------------------
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Exhibit A
(Expansion Premises)
0000 X Xxxx Xxxxxxx Xxxxx
Xxxxx 000-000
8,8900 sq ft
[Graphic image omitted]
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Exhibit B
(Offer Space)
0000 X Xxxx Xxxxxxx Xxxxx
Xxxxx 000-000
8,8900 sq ft
[Graphic image omitted]
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