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EXHIBIT 10.15
ONE CENTRAL PLAZA LIMITED PARTNERSHIP
C/O XXXX X. XXXXXX INVESTING LLC
METRO CENTER - XXX XXXXXXX XXXXX
XXXXXXXX, XX 00000-0000
Dated as Of January 21, 1998
Icarus Corporation
Xxx Xxxxxxx Xxxxx - Xxxxx 000
00000 Xxxxxxxxx Pike
Xxxxxxxxx, Xxxxxxxx 00000
Re: Lease Agreement by and between MACH I RESEARCH ASSOCIATES
("MACH I"), one of Landlord's Predecessors-in-interest, and
ICARUS CORPORATION ("Tenant") dated as of October 15, 1976,
wherein and whereby Mach I leased to Tenant a portion of the
sixth (6th) floor in the building at 00000 Xxxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxx (the "Building"), for a term scheduled to
commence on the 1st day of January, 1977, and to end on the 31st
day of March, 1982; which lease was modified: (i) by Addendum
No. 1 to Lease dated as of October 25, 1976, between Mach I and
Tenant; (ii) by Agreement as of August 24, 1979, between Xxxx X.
Xxxxxx of Maryland, as agent ("FFF"), another of Landlord's
predecessors-in-interest, and Tenant; (iii) by letter agreement
dated as of August 31, 1979 between FFF and Tenant; (iv) by
those certain letters of Tenant dated January 23, 1981 and April
30, 1986, wherein and whereby Tenant exercised its rights to
extend the term of the lease; (v) by Extension and Additional
Space Agreement dated as of January 8, 1990, between One Central
Plaza Joint Venture ("OCPJV"), another of Landlord's
predecessors-in-interest, and Tenant, as amended by that certain
letter agreement dated January 30, 1990 between OCPJV (the "601
Additional Space Agreement"), between OCPJV and Tenant; (vii) by
Additional Space Agreement dated as of February 28, 1992 (the
"609 Additional Space Agreement") between OCPJV and Tenant;
(viii) by Additional Space Agreement dated as of January 1, 0000
(xxx "Xxxxxxx Xxxx # 00 Additional Space Agreement") between
OCPJV and Tenant; (ix) by Additional Space Agreement dated as of
May 1, 1995 (the "611 Additional Space Agreement") between Once
Central Plaza Limited Partnership ("Landlord") and Tenant; (x)
by letter agreement dated as of September 1, 0000 (xxx "Xxxxxxx
Xxxx # 00 Additional Space Agreement") between Landlord and
Tenant; and (xi) by Additional Space Agreement dated as of
November 13, 1996 (the Suite 600 Additional Space Agreement:)
between Landlord and Tenant; which lease is scheduled to end on
March 31, 1998 (which lease as so modified and as same otherwise
heretofore may have been modified is hereinafter referred to as
the "Lease".
Gentlemen:
Reference hereby is made to the above-described Lease, the term of which
presently is scheduled
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to expire on March 31, 1998. Capitalized terms used but not defined in this
agreement, if any, shall have the same meanings as are ascribed to them in the
Lease.
Tenant has requested that Landlord agree to extend the term of the Lease
for a period of one (1) month beyond the present expiration date thereof, in
order to facilitate the orderly removal by Tenant from the Building, and the
relocation by Tenant to new premises, upon the expiration of the term of the
Lease.
This letter will confirm our mutual understanding and agreement that,
effective as of January 21, 19__, the term of the Lease, for all of the premises
demised thereby (the "Premises"), hereby is extended for a further period of one
(1) month beyond the presently scheduled expiration date of the term (the
"Extended Term"), commencing on April 1, 1998 and ending on April 30, 1998 (the
"New Expiration Date").
Tenant's occupancy of the Premises during the Extended Term shall be
upon and subject to all of the same terms, covenants, conditions, provisions and
agreements contained in the Lease, except that, from and after January 21, 1998,
Tenant shall have no right or privilege whatsoever to assign the Tenant's
interest in the Lease, or to sublet all or any portion of the Premises, or to
make any alterations to the Premises, in each case without the prior written
consent of the Landlord, which Landlord may grant or withhold in its sole
discretion.
Tenant hereby acknowledges and agrees that Landlord will perform no work
in and will make no improvements to the Premises in connection with Tenant's use
and occupancy thereof during the Extended Term, and Tenant accepts the Premises
in their condition and state of repair existing on the date hereof. Tenant
hereby represents and warrants to Landlord, and covenants with Landlord, that:
(i) Tenant has dealt with no broker in connection with this agreement order
than Xxxxx Xxxxxxx Company and Tenant agrees to indemnify and hold
Landlord harmless against and from any loss, damage, cost, expense,
obligation or claim incurred by or asserted against Landlord by reason
of said representation and warranty being false or misleading;
(ii) Tenant heretofore has not deposited any sums with Landlord as security
for the Lease and no further security is being deposited in connection
with this agreement;
(iii) neither Tenant nor Landlord is in default under the Lease in any respect
and Tenant has no defenses to or offsets against the performance of
Tenant's obligations under the Lease, which, as hereby modified, is
ratified and confirmed by Tenant;
(iv) Tenant acknowledges that time is of the essence with respect to
Landlord's need to obtain possession of the Premises immediately after
the New Expiration Date and, accordingly, Tenant agrees that if
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Tenant hold over in possession after the expiration or sooner termination of the
Extended Term of the Lease, such holding over shall not be deemed to extend the
Term or renew the Lease, by such holding over thereafter shall continue upon the
terms, covenants, conditions, provisions and agreements set forth in the Lease,
except that the charge for use and occupancy of such holding over for each
calendar month or part thereof (even if such part shall be a small fraction of a
calendar month) shall be two (2) times the sum of the fixed rent and the
additional rent and other sums which had been due and payable during the last
full calendar month of the end of the Extended Term, which total sum Tenant
agrees to pay Landlord promptly upon demand, in full, without set-off or
deduction. Notwithstanding the provisions of paragraph 26 of the Lease, neither
the billing nor the collection of use and occupancy in the above amount shall be
deemed a waiver of any right of landlord to reenter and take possession of the
Premises in the event of Tenant's holding over, nor shall same be deemed a
waiver of any right of Landlord to collect damages for Tenant's failure to
vacate the Premises after the expiration or sooner termination of the Extended
Term of the Lease; and
(v) Notwithstanding the provisions of paragraph 14 of the Lease, Tenant
agrees that, after the date hereof, Landlord, at all times, shall be
entitled to enter the Premises to show the Premises or any part thereof
to any parties contemplating subsequent leasing of all or a portion of
the Premises or to any prospective purchaser or mortgages of the
Building.
Please confirm Tenant's understanding of and mutual agreement with the
foregoing by executing the enclosed four (4) copies of this letter agreement
beneath the words "Accepted and Agreed"; and then return all four (4) copies to
us. This letter agreement shall not be binding upon Landlord unless and until
Landlord shall have executed same, and delivered a fully executed counterpart to
Tenant. Upon such mutual execution and delivery, this letter agreement shall be
considered and deemed to be, and shall constitute, a binding agreement between
us.
Very truly yours,
ONE CENTRAL PLAZA LIMITED PARTNERSHIP
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, General Partner
Accepted And Agreed:
ICARUS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
