EXHIBIT 10.11B
SECOND AMENDMENT TO LEASE
This Second Amendment to Lease (the "Second Amendment") is made for
reference purposes only as of November 15, 1996, by and between The Prudential
Insurance Company of America, a New Jersey corporation ("Landlord"), and
International Wireless Communications, a Delaware corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain Lease dated April 14,
1994 (the "Original Lease"), as amended by that certain First Amendment to Lease
dated September 1, 1996 (the "First Amendment") for the Premises designated as
Suite 1275 (the Twelfth Floor Premises) and as Suite 575 (the "Fifth Floor
Premises") located in that certain building known as The 400 Building, 000 Xxxxx
Xx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx. The Original Lease, as amended by the
First Amendment, is referred to herein as the "Lease". Unless otherwise
indicated, capitalized terms are used in this Second Amendment as such terms are
defined in the Lease.
B. Tenant desires to lease that certain additional premises designated as
Suite 580 as shown on attached EXHIBIT SA-1 ("Suite 580") in the Building in
accordance with the terms of this Second Amendment.
AMENDMENT
The parties hereby amend the Lease as follows:
1. SUITE 580. Effective as of the date the lease of Suite 580 with Xxxxx
Fargo Bank, N.A. ("Xxxxx Fargo") terminates and Xxxxx Fargo delivers possession
of Suite 580 to Landlord (the "Suite 580 Commencement Date"), (a) the Premises
shall be deemed to include Suite 580, and (b), except as specifically provided
otherwise in this Second Amendment, the term "Premises" as used in the Lease
shall be deemed to include the Twelfth Floor Premises, the Fifth Floor Premises
and Suite 580.
2. TERM.
(a) The term of this Lease, as amended by this Second Amendment, with
respect to Suite 580 shall commence on the Suite 580 Commencement Date and
shall expire on the date before the fifth anniversary of the Suite 580 Rent
Commencement Date (as defined below) (the "Suite 580 Expiration Date"). The
foregoing shall not be deemed to change the Twelfth Floor Expiration Date or
the Fifth Floor Expiration Date as specified in the Lease.
(b) The parties estimate that the Suite 580 Commencement Date will be
November 20, 1996. If, for any reason, the Suite 580 Commencement Date does
not occur on such estimated Suite 580 Commencement Date; (i) such failure
shall not affect the validity of the Lease, as amended by this Second
Amendment, or the obligations of Tenant under the Lease, as amended by this
Second Amendment; and (ii) Landlord shall not be subject to any liability.
Tenant acknowledges that Xxxxx Fargo currently leases Suite 580, and that if
Xxxxx Fargo does not agree to terminate its lease and/or deliver possession
of Suite 580 before the estimated Suite 580 Commencement Date, the Suite 580
Commencement Date will be delayed. The parties shall execute a Commencement
Date Memorandum in the form of attached EXHIBIT SA-2 to confirm the Suite
580 Commencement Date, the Suite 580 Rent Commencement Date (as defined
below) and the Suite 580 Expiration Date.
(c) Notwithstanding anything to the contrary specified in the Lease, as
modified by this Second Amendment, the provisions of Section 43 (Option to
Extend) shall not apply to the Xxxxx
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Xxxxx Xxxxxxxx xx Xxxxx 000. Tenant shall have no option to extend the term
of this Lease with respect to the Fifth Floor Premises or Suite 580.
3. BASE RENT. Effective on the date which is fifteen (15) calendar days
following the Suite 580 Commencement Date (the "Suite 580 Rent Commencement
Date"), the amounts specified below shall be payable as Base Rent for Suite 580
under the Lease, as amended by this Second Amendment. AS used in the Lease, the
term "Base Rent" shall mean the amounts specified in the Lease as Base Rent for
the Twelfth Floor Premises, the Fifth Floor Premises plus the amounts specified
as Base Rent for Suite 580. If the Suite 580 Rent Commencement Date occurs on a
date other than the first day of a month, then the Base Rent for the months in
which the Suite 580 Rent Commencement Date and the Suite 580 Expiration Date
occur shall be prorated with the following amounts applicable to the portion of
the month following the Suite 580 Commencement Date or prior to the Suite 580
Expiration Date, as the case may be.
MONTHS BASE RENT
-------------------------------------------------------------------- ------------------------
(calculated from Xxxxx 000 Rent Commencement Date)
1 - 12.............................................................. $6,379.60 per month
13 - 24............................................................. $6,566.32 per month
25 - 36............................................................. $6,784.16 per month
37 - 48............................................................. $6,970.86 per month
49 - 60............................................................. $7,157.60 per month
4. OPERATING EXPENSES. Payment of Tenant's Percentage Share of Operating
Expenses for the Twelfth Floor Premises, the Fifth Floor Premises and Suite 580
shall be calculated separately. Tenant's Percentage Share of Operating Expenses
with respect to Suite 580 shall be 2.24% and the Base Year with respect to Suite
580 shall be 1996. Tenant's Percentage Share with respect to the Twelfth Floor
Premises shall continue to be 2.1% and the Base Year shall be 1995. Tenant's
Percentage Share with respect to the Fifth Floor Premises shall continue to be
2.43% and the Base Year shall be 1996. Except as specified above, the Operating
Expenses concerning the Premises shall be calculated and payable in accordance
with the terms of the Lease, as amended by this Second Amendment.
5. SUITE 580 IMPROVEMENTS. Promptly following the Suite 580 Commencement
Date and in connection with certain Alterations requested by Tenant pursuant to
Paragraph 6 below, Landlord shall replace all carpeting in Suite 580 with
building standard carpet and repaint all interior painted walls in Suite 580
with building standard paint at no cost to Tenant (the "Suite 580
Improvements"). Except as specified above, Landlord shall have no obligation to
alter or improve or provide any funds to alter or improve Suite 580.
6. TENANT ALTERATIONS. Tenant intends to cause certain Alterations to be
constructed within Suite 580 promptly following the Suite 580 Commencement Date
in accordance with and subject to Section 10 of the Original Lease. Tenant
further intends to request that Landlord construct such Alterations pursuant to
Section 10 of the Original Lease. Tenant acknowledges that the construction of
such Alterations installed in the Premises will be conducted during normal
business hours. As a result, Tenant may not be able to use Suite 580 until the
completion of such Alterations. Such delay in Tenant's ability to use Suite 580
shall have no effect on Tenant's obligation to pay Base Rent for Suite 580
commencing on the Suite 580 Rent Commencement Date. Tenant waives any and all
claims against Landlord and Landlords agents, employees and contractors
(including, without limitation, any claim for constructive eviction or abatement
of rent), arising out of or related to any disruption in Tenant's business or
inability to use Suite 580 due to the installation of such Alterations and/or
the Suite 580 Improvements. Landlord shall have reasonable access to Suite 580
in order to install the Suite 580 Improvements and such Alterations requested by
Tenant.
7. PARKING. As of the Suite 580 Rent Commencement Date, Tenant shall have
the non-exclusive right to use six (6) parking stalls in the Building's parking
garage (in addition to the parking stalls
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allocated to Tenant pursuant to Section 30 of the Original Lease and Section 6
of the First Amendment). Tenant shall pay to Landlord as additional Rent (at the
same time and in the same manner as Base Rent is due under the Lease, as amended
by the Second Amendment) the sum of $50.00 per stall per month for such stalls.
Such monthly charges may be adjusted from time to time by Landlord but no more
than three percent (3%) per annum (calculated on a cumulative basis) over the
Term of the Lease.
8. SURRENDER OF PREMISES. Upon the expiration or early termination of the
Lease with respect to the Twelfth Floor Premises, the Fifth Floor Premises and
Suite 580, respectively, Tenant shall surrender such portions of the Premises to
Landlord in its condition as of the date of the term of this Lease, as amended
by this Second Amendment, commenced with respect to such space, normal wear and
tear and casualty excepted. Except as specified above, the other terms and
conditions of Section 19 of the Lease shall apply to the Premises.
9. SECURITY DEPOSIT. Concurrently with the execution of this Second
Amendment, Tenant shall deliver the sum of $7,157 as an additional Security
Deposit to be held and applied in accordance with Section 18 of the Lease.
10. STATUS OF LEASE. Tenant hereby acknowledges and agrees that:
(a) The Lease, as amended by this Second Amendment, constitutes the
entire agreement between Landlord and Tenant with respect to the Premises
and, except for this Second Amendment, the Lease has not been modified,
changed, altered or amended in any respect.
(b) Tenant has accepted full and complete possession of the Twelfth
Floor Premises and the Fifth Floor Premises and is the actual occupant in
possession and has not sublet, assigned or hypothecated or otherwise
transferred all or any portion of Tenant's leasehold interest.
(c) All improvements to be constructed on the Twelfth Floor Premises by
Landlord have been completed to the satisfaction of Tenant and accepted by
Tenant and any tenant construction allowances have been paid in full. All of
Landlords obligations which have accrued prior to the date hereof have been
performed in full.
(d) There exists no breach or default, nor state of facts nor condition
which, with notice, the passage of time, or both, would result in a breach
or default on the part Landlord under the Lease.
11. BROKERS. Tenant warrants and represents that, except for The Volt
Companies representing Landlord, Tenant has had no dealings with any real estate
broker or agent in connection with the negotiation of this Second Amendment and
that it knows of no other real estate broker, agent or other person who is or
might be entitled to a commission or fee in connection with this Second
Amendment. Tenant shall indemnify and hold harmless Landlord from and against
any and all claims, liabilities or expenses arising out of claims made by any
broker or individual for commissions or fees arising out of or resulting from
representation of Tenant's interest in connection with the negotiation of this
Second Amendment.
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12. RATIFICATION. The Lease as amended by this Second Amendment is hereby
ratified and shall remain in full force and effect.
LANDLORD TENANT
THE PRUDENTIAL INSURANCE INTERNATIONAL WIRELESS COMMUNICATIONS
COMPANY OF AMERICA, a Deleware corporation
a New Jersey corporation
By XXXX MANAGEMENT COMPANY, L.P., By /s/ Xxxxx X. Xxxxxxx
its managing agent -------------------------------------------
By /s/ Its VP, Legal Affairs
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Its
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EXHIBIT SA-1
[Architectural drawing of leased premises ALTERNATIVES
including improvements.]
#1. Replace all (E) doors w/ (N)doors per
building standard w/ mahogany colored
stain
KEY
1. Replace (E) glass w/ (N) tempered glass.
2. Stain (E) wood trim mahogany color
3. Remove (E) cabinets, counter, and sink.
Install (N) HC cab., +34" counter and 21"
sink w/ insta-hot.
4. Replace (E) outlets w/ (N) GFI units.
5. Line of wall above file niche. Soffit
above file niche to be shelf accessible
from room #590.
6. (N) carpet and rubber base.
7. (N) VCT and rubber base.
8. Refinish (E) doors mahogany stain.
9. Paint (E) frames black.
10. (N) door per building standard, finish to
match others.
11. 1-Hour construction
12. (N) pair of 20-minute doors per building
standard w/ magnetic holder linked to fire
alarm system. Stain mahogany both sides,
paint suite side of frame only black. Hall
side to match building standard.
13. Relocate (E) door finish per 8 and 9
EXHIBIT SA-2
COMMENCEMENT DATE MEMORANDUM
LANDLORD: The Prudential Insurance Company of America
TENANT: International Wireless Communications
SECOND AMENDMENT DATE: November 15, 1996
PREMISES: Suite 580
Pursuant to Section 2 (b) of the above-referenced Second Amendment to Lease,
the Suite 580 Commencement Date hereby is established as
----------------------------, the Suite 580 Rent Commencement Date hereby is
established as
---------------------------- and the Suite 580 Expiration Date is hereby
established as
----------------------------.
LANDLORD
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey corporation
By XXXX MANAGEMENT COMPANY, L.P., its managing agent
By
------------------------------------------
Its
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TENANT
INTERNATIONAL WIRELESS COMMUNICATIONS,
a Delaware corporation
By
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Its
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