Exhibit 10.17
FIRST AMENDMENT TO LEASE
BY AND BETWEEN:
XXXXXXX X. XXXXX, TRUSTEE
FOR BRANCHBURG PROPERTY
"Landlord"
-and-
LIFECELL Corporation,
a Delaware corporation
"Tenant"
--------------------------------------------------------------------------------
DATED: April 7, 2000
--------------------------------------------------------------------------------
LAW OFFICES
EPSTEIN, BROWN, XXXXXXXXX & XXXXX
A Professional Corporation
000 Xxxxx Xxxxxxx Xxxx
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000-0000
(000) 000-0000
Fax (000) 000-0000
U:\USERS\IN\MMW\30094.016\1STAMEND.002
March 31, 2000
FIRST AMENDMENT TO LEASE, made the 3rd day of April, 2000, by and between
XXXXXXX X. XXXXX, TRUSTEE FOR BRANCHBURG PROPERTY having an office at 00
Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called the
"Landlord"); and LIFECELL CORPORATION, a Delaware corporation, having an office
at 0000 Xxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000, (hereinafter called
the "Tenant").
W I T N E S S E T H:
WHEREAS, the Landlord owns certain lands and premises in the Township of
Branchburg, County of Somerset and State of New Jersey, which lands and premises
are known as Lot 1.01 in Block 61, upon which there has been erected a building
containing approximately 89,960 square feet (hereinafter called the "Building");
and
WHEREAS, the Landlord and Tenant have heretofore entered into a certain
lease agreement dated June 17, 1999, as amended by First Amendment to Lease
dated September 21, 1999 (hereinafter collectively called the "Lease"), pursuant
to which Tenant has leased 58,296 square feet of space of the Building
(hereinafter called the "Original Leased Premises"), all in accordance with the
terms and conditions of the Lease; and
WHEREAS, the Landlord has agreed to provide and lease to Tenant additional
space containing approximately 31,664 square feet, outside outside dimensions to
center line of common wall (hereinafter called the "Additional Leased Premises")
as shown on Schedule "A" annexed hereto and made a part hereof, in accordance
with the terms and conditions hereinafter provided; and
WHEREAS, the Landlord and Tenant by this Second Amendment to Lease wish to
modify, supplement and amend the terms and conditions of the Lease to provide
for additional rent and other Lease obligations as the same shall be required
and attributable to the Additional Leased Premises,
WHEREAS, the Landlord and Tenant have agreed to revise the term of the
Lease to reflect a period of ten (10) years and six (6) months, which term shall
commence as of June 1, 2000 and shall expire on November 30, 2010.
NOW, THEREFORE, in consideration of the sum of ONE ($1.00) DOLLAR and other
good and valuable consideration, the parties hereto covenant and agree as
follows:
1. The Lease is hereby revised to reflect a new term of ten (10) years and
six (6) months, which Lease term shall commence as of June 1, 2000, and shall
expire as of November 30, 2010, hereinafter called the "Revised Term".
2. The Leased Premises shall consist of the 58,296 square feet of Original
Leased Premises, together with the Additional Leased Premises containing 31,664
square feet of space in the building, which total leased space shall comprise
89,960 square feet (hereinafter called the "Revised Leased Premises") and
Article 1.1 of the Lease is hereby modified accordingly.
3. The Lease term applicable to the Additional Leased premises shall
commence on June 1, 2000 (hereinafter called the "Additional Commencement
Date"), and shall expire as to the Revised Leased Premises, on November 30,
2010.
4. All of the terms and conditions of the Lease shall continue to apply to
the Original Leased Premises until the Additional Commencement Date.
5. Commencing with the Additional Commencement Date, the Base Rent for the
Revised Leased premises shall be the following annual Base Rent, payable as in
Article 4.1 of the Lease provided:
(a) During the period from June 1, 2000 through November 30, 2000,
Tenant shall pay Base Rent in the amount of FIVE HUNDRED THIRTY NINE THOUSAND
TWO HUNDRED THIRTY EIGHT AND 00/100 ($539,238.00 DOLLARS per annum, payable in
equal installments in the sum of FORTY FOUR THOUSAND NINE HUNDRED THIRTY SIX AND
50/100 ($44,936.50 DOLLARS per month.
(b) During the period from December 1, 2000 through December 31, 2004,
Tenant shall pay Base Rent in the amount of EIGHT HUNDRED THIRTY THREE THOUSAND
TWO HUNDRED THIRTY EIGHT AND 00/100 ($833,238.00) DOLLARS per annum, payable in
equal installments in the sum of SIXTY NINE THOUSAND FOUR HUNDRED THIRTY SIX AND
50/100 ($69,436.50) DOLLARS per month.
(c) During the period from January 1, 2005 through November 30, 2005,
Tenant shall pay Base Rent in the amount of EIGHT HUNDRED EIGHTY EIGHT THOUSAND
SIX HUNDRED NINETEEN AND 20/100 ($888,619.20) DOLLARS per annum, payable in
equal installments in the sum of SEVENTY FOUR THOUSAND FIFTY ONE AND 60/100
($74,051.60) DOLLARS per month.
(d) During the period from December 1, 2005 through November 30, 2010,
Tenant shall pay Base Rent in the amount of NINE HUNDRED NINETEEN THOUSAND
NINETEEN AND 20/100 ($919,019.20) DOLLARS per annum, payable in equal
installments in the sum of SEVENTY SIX THOUSAND FIVE HUNDRED EIGHTY FOUR AND
93/100 ($76,584.93) DOLLARS per month.
(e) Tenant shall pay, in addition to the Base Rent hereinabove
provided, all other charges as in the lease required and as shall be
attributable to the Revised Leased Premises.
6. Tenant's Percentage, as solely applicable to the Additional Leased
Premises, is hereby deemed to be 35.2%. The Base Year for computation of
operating cost and tax escalations, as solely applicable to the Additional
Leased Premises, shall be deemed to mean the period from June 1, 2000 through
May 31, 2001.
7. The Additional Leased Premises shall be delivered to Tenant in an "as
is" condition, except that Landlord hereby agrees that it shall contribute up to
the sum of FOUR HUNDRED TWENTY THOUSAND AND 00/100 ($420,000.00) DOLLARS (the
"Tenant's Allowance") toward the cost of installation of leasehold improvement
within the Additional Leased Premises. Landlord shall contribute Tenant's
Allowance to Tenant in accordance with the provisions or Articles 3.1 and 3.2 of
the Lease, at such time as Tenant desires to construct leasehold improvements
within the Additional Leased Premises.
8. (a) Upon execution of the within Second Amendment to Lease, Landlord
will apply for site plan and subdivision approval so as to produce additional
parking spaces to service the Building, based upon Tenant's utilization of the
Additional Leased Premises as office space. It is estimated that an additional
2.0 acres of land will be necessary to accommodate Tenant's parking
requirements. Tenant shall be responsible to reimburse Landlord, as hereinafter
set forth, for the cost of such land (the "Land Cost"). For the purposes of
this paragraph, the Land Cost to be amortized is equal to THREE HUNDRED THOUSAND
AND 00/100 ($300,000.00) DOLLARS (based upon 2 acres at one hundred fifty
thousand and 00/100 ($150,000.00) DOLLARS per acre); the Land Cost shall be
adjusted in the event the area required for Tenant's additional parking is more
than 2.1 acres or less than 1.9 acres, based upon ONE HUNDRED FIFTY THOUSAND AND
00/100 ($150,000.00) DOLLARS per acre. The Land Cost shall be amortized over a
twenty (20) year period and Tenant shall reimburse Landlord for that portion of
such amortized cost as is applicable to the revised Term of the Lease,
commencing on December 1, 2000. For example, in the event the Land Cost is
equal to three hundred thousand and 00/100 ($300,000.00) dollars, Tenant shall
reimburse Landlord, as additional rent, the amount of FIFTEEN THOUSAND AND
00/100 ($15,000.00) DOLLARS per annum, payable in equal installments of ONE
THOUSAND TWO HUNDRED FIFTY AND 00/100 ($1,250.00) DOLLARS per month. Tenant
shall continue to reimburse Landlord for the Land Cost during any extension or
renewal of the lease term, for a period of ten years following the expiration of
the Revised Term. In the event the term of the Lease is not renewed or extended
(for a full ten years), or in the event of any termination of this Lease prior
to its scheduled expiration date, Tenant shall be responsible to pay to Landlord
the full unamortized portion of the Land Cost which is then outstanding.
(b) Tenant also agrees that it shall reimburse Landlord for all costs
incurred by Landlord in obtaining site plan and subdivision approval, including
engineering fees, application and permit fees, expert fees, reasonable
attorney's fees and all other costs incurred by Landlord in obtaining the
required approvals, as well as for the cost of construction of the additional
parking area to be located on the Property (the "Approvals and Construction
Cost"). The Approvals and Construction Cost shall be amortized over that
portion of the Revised Term which is remaining at the time of completion of
construction of said parking area, together with interest at the prime rate of
Valley national Bank, plus two (2%) percent, which interest rate shall be set at
the time of completion of construction. For example, if the Approvals and
Construction Cost shall equal ONE HUNDRED FIFTY THOUSAND AND 00/100
($150,000.00) DOLLARS, if the prime rate of Valley National Bank is seven (7%)
percent and if there are nine (9) years then remaining within the Revised Term,
Tenant shall be responsible to reimburse the Approvals and Construction Cost to
Landlord at the rate of TWO THOUSAND THIRTY ONE AND 44/100 ($2,031.44) DOLLARS
per month. In the event of any termination of this Lease prior to the
expiration of the Revised Term, Tenant shall be responsible to pay to Landlord
the full unamortized portion of the Approvals and Construction Cost which is
then outstanding.
9. Upon execution of the within Second Amendment to Lease, the Tenant shall
deliver the sum of forty nine thousand hundred and 00/100 ($49,000.00) dollars
to the Landlord as additional security to be held by Landlord in accordance with
the provisions of Article 49 of the Lease. Accordingly, the Landlord shall be
holding a total cash security deposit in the amount of ONE HUNDRED FORTY NINE
THOUSAND AND 00/100 ($149,000.00) DOLLARS. Article 49 of the Lease is hereby
further amended to provide that the Letter of Credit may be reduced by the
amount which is the greater of (a) ten percent per annum or (b) the sum of FIFTY
THOUSAND AND 00/100 ($50,000.00) DOLLARS per annum at the end of each year that
Tenant produces a net profit of one million and 00/100 ($1,000,000.00) dollars
or more. If at the end of the fifth year of the lease term Tenant has a net
worth exceeding the sum of FIFTEEN MILLION AND 00/100 ($15,000,000.00) DOLLARS,
and provided that Tenant has been profitable for the prior four quarters,
Landlord shall return the Letter of Credit to Tenant.
10. Article 45.1 of the Lease is hereby deleted in its entirety and the
following Article 45.1 is hereby inserted in its place and stead:
"45.1 Provided the Tenant is not in default pursuant to the terms and
conditions of this lease, the Tenant is hereby given the right and privilege to
renew the within lease for two successive five year periods, to commence at the
end of the initial term of this lease, which renewals shall be upon the same
terms and conditions as in this lease contained, except as follows:
(1) During the first five year renewal period, Tenant shall pay Base
Rent in the amount of ONE MILLION FIFTY SEVEN THOUSAND THIRTY AND 00/100
($1,057,030.00) DOLLARS per annum, in equal installments in the sum of eighty
eight thousand eight five and 83/100 ($88,085.83) dollars per month, in the same
manner as required by Article 3 hereof; and
(2) During the second five year renewal period, Tenant shall pay Base
Rent in the amount of ONE MILLION TWO HUNDRED FOURTEEN THOUSAND FOUR HUNDRED
SIXTY AND 00/100 ($1,214,460.00) DOLLARS per annum, in equal installments in the
sum of ONE HUNDRED ONE THOUSAND TWO HUNDRED FIVE AND 00/100 ($101,205.00)
DOLLARS per month, in the same manner as required by Article 3 hereof."
11. Except as in this Second Amendment to Lease provided, all other terms
and conditions of the Lease shall remain in full force and effect and shall be
applicable to the Additional Leased Premises upon the Additional Commencement
Date.
12. This Agreement shall be binding on the parties hereto, their heirs,
successors and assigns.
13. The submission of the within Second Amendment to Lease by landlord to
Tenant for review and approval shall not be deemed an option to lease, an offer
to lease, or a reservation of the Additional Leased Premises in favor of Tenant,
it being intended that no rights or obligations shall be created by Landlord or
Tenant until the execution and delivery of the within Second Amendment to Lease
by Landlord and Tenant, one to the other.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals or
cause these presents to be signed by its proper corporate officers and caused
its proper corporate seal to be hereunto affixed, the day and year first above
written.
WITNESS:
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxxx X. Xxxxx
-------------------- ----------------------------
Xxxxxxx X. Xxxxx,Trustee for
Branchburg Property
ATTEST: LIFECELL CORPORATION
/s/ Xxxxx X. Xxxx By:/s/ X. Xxxxxx
-------------------- ----------------------------
President, CEO
STATE OF NEW JERSEY )
) SS.
COUNTY OF UNION )
BE IT REMEMBERED, that on this 7th day of April, 2000, before me, the
subscriber, a Notary Public, personally appeared Xxxxxxx X. Xxxxx on behalf of
XXXXXXX X. XXXXX, TRUSTEE FOR BRANCHBURG PROPERTY, who, I am satisfied, is the
Landlord mentioned in the within Instrument, and thereupon he acknowledged that
he signed, sealed and delivered the same as his act and deed, for the uses and
purposes therein expressed.
/s/ Xxxxx Xxxxxxxx
----------------------------
Xxxxx Xxxxxxxx
Notary Public of New Jersey
My Commission Expires
March 20,2004
STATE OF NEW JERSEY )
) SS.
COUNTY OF UNION )
BE IT REMEMBERED, that on this 3rd day of April, 2000, before me, the
subscriber, Xxxxxxxxx Xxxxxxxxxx, personally appeared Xxxx Xxxxxx, who, I am
satisfied, is the person who signed the within Instrument as President, CEO of
LIFECELL CORPORATION, a Delaware Corporation, the Tenant named herein, and he
thereupon acknowledged that the said instrument made by the Corporation and
sealed with its corporate seal, was signed, sealed with the corporate seal and
delivered by him as such officer and is the voluntary act and deed of the
Corporation, made by virtue of authority from the Board of Directors.
/s/ Xxxxxxxxx Xxxxxxxxxx
----------------------------
PREPARED BY: XXXXXX X. XXXXX, ESQ.
