EXHIBIT 10.25
k
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT is made this day of January, 1999, by and between
LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership
("Landlord") and ASTROPOWER, INC., a Delaware corporation ("Tenant").
BACKGROUND
A. Landlord and Tenant entered into a Lease Agreement dated January 19,
1998 (the "Lease"), covering premises at 000 Xxxx
Xxxxx, Xxxxxx, Xxxxxxxx, as more fully described in the Lease.
B. Tenant desires to increase the amount of space leased and Landlord has
agreed to such increase subject to the provisions of this First
Amendment. Accordingly, Landlord and Tenant desire to amend the Lease.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and covenants contained herein and in the Lease, and intending to be
legally bound hereby, agree that, effective. on the date Landlord tenders
possession of the Additional Space (as defined below) to Tenant free of the
tenancy of Winstar Wireless, Inc. ("Winstar") (the "Effective Date"), the Lease
is amended as follows:
1. Section l(a) defining "PREMISES" is amended by deleting the reference
to "60,300" approximate rentable square feet and inserting "80,400" in
its place. The Premises, including the 20,100 additional square feet
(the "Additional Space") being leased pursuant to this Amendment, is
shown on attached Exhibit "A-1".
2. Section 1(a) defining "TERM" is amended to change the Term to the
number of months between June 1, 1998 and the Expiration Date and to
change the Expiration Date to the date which is the 10th anniversary of
the Effective Date or, if the Effective Date is not the first day of a
calendar month, 10 years from the first day of the first calendar month
after the Effective Date.
3. Section 1 (d)(I) defining "MINIMUM ANNUAL RENT" is deleted in its
entirety and the following is submitted therefore:
Period Annual Monthly
------ ------ -------
*Effective Date - 5/31/99 $375,264.00 $31,272.00
6/1/99 - 5/31/00 $381,900.00 $31,825.00
6/1/00 - 5/31/01 $389,124.00 $32,427.00
6/1/01 - 5/31/02 $397,380.00 $33,115.00
6/1/01 - 5/31/03 $405,408.00 $33,784.00
6/1/01 - 5/31/04 $413,460.00 $34,455.00
6/1/01 - 5/31/05 $419,494.00 $34,957.00
6/1/01 - 5/31/06 $426,120.00 $35,510.00
6/1/06 - 6/31/07 $432,756.00 $36,063.00
6/1/07 - 5/31/08 $441,396.00 $36,783.00
6/1/08 - Expiration Date $448,428.00 $37,369.00
*Assumes Effective Date is prior to 6/1/99. If Effective Date is on or after
6/l/99, the next line of the chart applies and the Effective Date will be deemed
inserted in lieu of 6/1/99.
4. Section 1(d)(ii) defining "ANNUAL OPERATING EXPENSES" is deleted in its
entirety and the following is substituted therefor:
(ii) Estimated "ANNUAL OPERATING EXPENSES": $82,1312.00 (Eighty-Two
Thousand Eight Hundred Twelve and 00/100 Dollars), payable in monthly
installments of $6,901 (Six Thousand Nine Hundred One and 00/100 Dollars),
subject to adjustment (7(a)).
5. Section 1(e) defining "PROPORTIONATE SHARE" is amended by deleting the
reference to "46.100%" and inserting "61.47%" in its place.
6. Section 7(a) entitled "OPERATION OY PROPERTY: PAYMENT OF OPERATING
EXPENSES" is amended by deleting the third sentence in its entirety and
substituting the following; "The amount of the Annual Operating
Expenses set forth in Section l(d)represents Tenant's Proportionate
Share of the estimated operating expenses during the calendar year of
the Term in which the rentable square feet of the Premises was
increased to include the Additional space on an annualized basis; from
time to time Landlord may adjust such estimated amount if the estimated
operating expenses increased."
7. Tenant agrees to occupy the Additional Space in its present "as is"
condition and acknowledges that Landlord has made no representation
with respect thereto. It is understood and agreed that Landlord is
under no duty to make repairs, alterations, or decorations to the
Additional Space, except that prior to the Effective Date, Landlord
shall (a) throughly clean and re-key the Additional Space, (b) install
building standard tenant identification signs, and (c) check all
electrical, plumbing and HVAC systems in the Additional Space for
proper operation and maintenance.
8. At Landlord's request, Tenant shall confirm the Effective Date by
executing an additional space commencement certificate in the form
attached as Exhibit "B-1".
9. The obligations of Landlord under this First Amendment are conditioned
upon the termination of the existing lease with Winstar (the "Winstar
Lease") on the Additional Space on terms and conditions satisfactory to
Landlord and the vacation of the Additional Space by Winstar.
10. The parties agree that they have dealt with no brokers in connection
with this First Amendment, except for XxXxxxxxx Real Estate, whose
commission shall be paid by Landlord pursuant to separate agreement.
Each party agrees to indemnify and hold the other harmless from any and
all claims for commissions or fees in connection with the Additional
Space and this First Amendment from any other real estate brokers or
agents with whom they may have dealt.
11. Tenant acknowledges and agrees that the Lease is in full force and
effect and Tenant has no claims or offsets against rent due or to
become due hereunder.
12. Except as expressly modified herein, the terms and conditions of the
Lease shall remain unchanged and in full force and effect. All attached
exhibits referred to herein are made a part of this First Amendment and
the Lease.
13. This First Amendment shall be binding upon and inure to the benefit of
the parties and their respective successors and permitted assigns.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the day and year first above written.
LANDLORD:
LIBERTY PROPERTY LIMITED PARTNERSHIP
By:
----------------------------------
Liberty Property Trust, Sole
General Partner
By:
----------------------------------
Name:
Title
TENANT:
ASTROPOWER, INC.
By:
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: VP & CFO
Attest:
---------------------------
Name: Xxxxxx X. Xxxx
Title: V.P.
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EXHIBIT "B-1"
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ADDITIONAL SPACE COMMENCEMENT CERTIFICATE
The undersigned, as duly authorized officers and/or representatives of
LIBERTY PROPERTY LIMITED PARTNERSHIP ("Landlord") and ASTROPOWER, INC.
("Tenant"), hereby agree as follows with respect to the Lease Agreement dated
January 19, 1998 (the "Lease") between them for premises located at 000 Xxxx
Xxxxx, Xxxxxx, Xxxxxxxx (the "Premises").
1. Date of First Amendment of Lease Agreement:
, 19
----------------------------------- ----
2. Effective Date that Additional Space (defined in above Amendment) is
part of Premises: ,19
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3. Expiration Date: ,19
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The parties agree that they have dealt with no brokers in connection
with this First Amendment, except for ______________________, whose commission
shall be paid by Landlord pursuant to separate agreement. Each party agrees to
indemnify and hold the other harmless from any and all claims for commissions or
fees in connection with the Additional Space and this First Amendment from any
other real estate brokers or agents with whom they may have dealt .
4. Rent and operating expenses due on or before the Effective Date for the
period from the Effective Date until the first day of the next calendar
month (Not applicable if the Effective Date is the first day of the
calendar month):
Apportioned Minimum Rent: $
------------------------
Apportioned Operating Expenses: $
------------------------
TOTAL: $
------------------------
Thereafter regular monthly payments due in the following amounts until
adjusted in accordance with the Lease:
5. Tenant certifies that, as of the date hereof, (a) the Lease is in full
force and effect and has not been amended, (b) Tenant has no offsets or
defenses against any provision of the Lease and (c) Landlord has
substantially completed any improvements to be performed by Landlord in
accordance with the Lease, excepting the Punch List items set forth an
the Schedule
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attached hereto and initialed by Landlord and Tenant, if any.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the day and year first above written.
LANDLORD:
LIBERTY PROPERTY LIMITED PARTNERSHIP
By: Liberty Property Trust, Sole
General Partner
By:
--------------------------------
Name:
Title
TENANT:
ASTROPOWER, INC.
By:
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: VP & CFO
Attest:
-----------------------------
Name: Xxxxxx X. Xxxx
Title: V.P.
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