THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE (the "Third Amendment") is made and entered
into as of this ___ day of September, 1998 by and between XXXXXX/CAMPUS
ASSOCIATES NO. 4, L.P., a Delaware limited partnership ("Landlord") and AMPEX
CORPORATION, a Delaware corporation ("Tenant").
R E C I T A L S:
This Third Amendment is entered into upon the basis of, and with reference
to the following facts, understandings and intentions of the parties:
X. Xxxxxx/Campus Associates, L.P., a Delaware limited partnership
("Original Landlord"), and Tenant entered into that certain Lease dated January
19, 1996 which demised those certain premises located at 0000 Xxxxxxx Xxxxxx
(Building 8), 0000 Xxxxxxx Xxxxxx (Building 20) and 000 Xxxxxxxx (Xxxxxxxx 00),
Xxxxxxx Xxxx, Xxxxxxxxxx as more particularly described in the Lease (the
"Premises"), which Lease has been amended by a certain First Amendment Lease
dated December 20, 1996 (the "First Amendment") and by a certain Amendment to
Bay Road Lease and Xxxxxxx/Broadway Lease dated July 14, 1998 (the "Second
Amendment") (the Lease, the First Amendment and the Second Amendment are
hereinafter collectively referred to as the "Lease").
B. Original Landlord assigned all of its right, title and interest as
landlord under the Lease to Landlord pursuant to that certain Assignment and
Assumption of Tenant Leases dated as of September 22, 1997 (the "Assignment of
Lease").
C. Landlord and Tenant desire to modify and amend the terms of the Lease
(i) to provide for the surrender of that portion of the Premises located at 0000
Xxxxxxx Xxxxxx and commonly referred to as Building 20 together with the
exclusive use of the Outside Area (the "Released Premises") on the Effective
Date (as defined in that certain Partial Termination of Lease Agreement of even
date herewith), (ii) to release each other from their respective obligations
under the Lease with respect to the Released Premises arising after the
Effective Date and (iii) to designate common areas for which Landlord shall
assume maintenance obligations, a proportionate share of the cost therefor to be
paid by Tenant, all as more fully set forth herein.
NOW, THEREFORE, for good and valuable consideration, including the mutual
covenants contained in the Lease and in this Third Amendment, Landlord and
Tenant hereby agree as follows:
1. Defined Terms. Except as expressly provided in this Third Amendment to
the contrary, terms which are defined in the Lease shall have the same meaning
when used in this Third Amendment.
2. Title Page. The last two lines of the Title Page of the Lease are
hereby deleted and the following lines are inserted in place thereof:
"For the approximately 99,638 SF Premises at
0000 Xxxxxxx Xxxxxx and 000 Xxxxxxxx, Xxxxxxx Xxxx, XX 00000"
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3. Lease Summary. The Building Addresses, the Total Building Square
Footage, the Monthly Rent and the Security Deposit terms contained in the Lease
Summary are hereby deleted and the following terms are inserted in place
thereof:
"Building Addresses: 0000 Xxxxxxx Xxxxxx and 000 Xxxxxxxx
Xxxxxxx Xxxx, XX 00000
* * *
"Total Building Square Footage: 99,638 square feet
* * *
"Monthly Rent (net): $87,233.07
* * *
"Security Deposit $87,233.07"
4. Premises. Paragraph 2 of the Lease is hereby deleted in its entirety
and the following Paragraph is inserted in place thereof:
"Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
those certain premises consisting of a total area of approximately 99,638
square feet in those certain buildings, commonly known as 0000 Xxxxxxx
Xxxxxx (Building 8) and 000 Xxxxxxxx (Building 10), consisting of
approximately 32,000 square feet and 67,638 square feet, respectively
(each, a "Building," but collectively, the "Buildings") in the City of
Redwood City, County of San Mateo, State of California, as more
particularly shown on EXHIBIT A (collectively, the "Premises"). The
Premises also include the appurtenant right to use in common with other
tenants of the Property (as defined below) the Common Area (as defined
below) of the Property owned by Landlord."
5. Definitions. Paragraph 3 of the Lease is hereby amended (a) to delete
in its entirety Paragraph 3. J (the definition of "Outside Area") and (b) to
insert the following new definitions:
"C.1. Common Area. All areas and facilities within the Property which are
not within buildings wholly or partially leased to or occupied by tenants
or not otherwise appropriated to the exclusive occupancy of tenants,
including the Parking Area, the sidewalks, pedestrian ways, driveways,
signs (other than Tenant's signs), pools, ponds, service delivery and
loading facilities, common storage areas, common utility facilities and
all other areas on the Property established by Landlord and/or its
successors for non-exclusive use. Landlord may, by written notice to
Tenant, elect in its sole discretion to increase and/or decrease the
Common Area from time to time during the Term for any reason whatsoever
(including without limitation an election by Landlord and/or its
successors in their sole discretion to make changes to the buildings
situated on the Property, and/or to subdivide, sell, exchange, dispose of,
transfer, or change the configuration of all or any portion of the Common
Area from time to time), so long as Landlord does not (i) unreasonably
interfere with ingress to or egress from the Buildings; (ii) permanently
reduce the number of parking spaces available for Tenant's use below the
minimum requirements set forth in paragraph 37; (iii) move the Parking
Area materially farther from the Buildings; (iv) materially decrease the
visibility of Tenant's signage located on the Buildings or within the
Property as of the date of this Third Amendment or future Tenant's
identification signage installed on the exterior of the Buildings in
accordance with paragraph 20
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(provided that Landlord alternatively may relocate Tenant's signage at
Landlord's expense to a location mutually acceptable to Landlord and
Tenant as may be agreed by the parties prior to such relocation); or (v)
reconfigure the Common Area located within those certain areas surrounding
the Buildings as highlighted in yellow on EXHIBIT A and designated as the
"Protected Areas." No such subdivision, sale, exchange, disposition,
transfer, or change to the configuration of all or any portion of the
Common Area shall cause the Common Area to be increased or decreased
unless and until Landlord has given Tenant written notice of such increase
or decrease. Landlord shall have exclusive control of the Common Area and
may at any time close any part thereof for periods not to exceed thirty
(30) days (subject to delays due to causes beyond Landlord's control),
exclude and restrain anyone from any part thereof, except the bonafide
customers, employees and invitees of Tenant who use the Common Area in
accordance with the reasonable rules and regulations as Landlord may from
time to time promulgate. In exercising any such rights, Landlord shall not
unreasonably disrupt Tenant's business.
"C.2. Common Area Maintenance Expenses. The total of all costs and
expenses paid or incurred by Landlord in connection with the operation,
maintenance, ownership, repair and replacement of the Common Area, as
calculated in accordance with generally accepted accounting principles,
consistently applied. Without limiting the generality of the foregoing and
subject to the exclusions set forth below, Common Area Maintenance
Expenses include all costs of and expense for: (i) resurfacing, resealing,
remarking, painting, repainting, striping or restriping the Parking Area
(but excluding certain parking lot repairs to the Parking Area, cross
hatched on EXHIBIT A and identified as the Phase III Parking Lot
Resurfacing area, to be performed pursuant to the Second Amendment); (ii)
maintenance, repair and replacement of sidewalks, curbs, paving, walkways,
Parking Area, Property signs, landscaping, planting and irrigation
systems, trash facilities, loading and delivery areas, lighting, drainage
and common utility facilities associated with Parking Area lighting,
signage and irrigation of landscaping, directional or other signs, markers
and bumpers; (iii) wages, salaries, benefits, payroll burden fees and
charges of non-executive personnel (but including Landlord's property
manager to extent the manager is utilized, in lieu of retaining
independent contractors, for the supervision of the maintenance or repair
of the Common Area) employed by Landlord and the charges of all
independent contractors retained by Landlord (to the extent on a
percentage basis of time spent that such personnel and contractors are
utilized by Landlord) for the maintenance or repair of the Common Area
(but excluding the cost of any security services, except to the extent
provided in paragraph 39); (iv) depreciation or amortization (or in lieu
thereof, rental payments) on all tools, equipment and machinery used in
the operation and maintenance of the Common Area; (v) premiums for
Comprehensive General Liability Insurance or Commercial General Liability
Insurance, casualty insurance, workers compensation insurance or other
insurance on the Common Area, or any portion thereof or interest therein,
and any deductibles (which deductible shall not exceed $15,000, increased
annually by 3%) payable with respect to such insurance policies other than
earthquake insurance for which the deductible shall not be included in
Common Area Maintenance Expenses; (vi) cleaning, collection, storage and
removal of trash, rubbish, dirt and debris, and sweeping and cleaning the
Common Area; (vii) all personal property or real property taxes and
assessments levied or assessed on the Property, or any portion thereof or
interest therein, including without limitation the Real Property Taxes for
the Premises, if applicable under paragraph 15.A; (viii) reasonable legal,
accounting and other professional services for the operation of the Common
Area, including reasonable costs, fees and expenses of contesting the
validity or applicability of any law, ordinance, rule, regulation or order
relating to the Buildings, and of contesting, appealing or otherwise
attempting to reduce any Real Property Taxes assessed against the
Property; (ix) any alterations, additions or improvements required to be
made to the Common Area in order to reduce Common Area Maintenance
Expenses or to protect the safety of occupants of the Property (provided
in the latter case that such alterations, additions or improvements are
not necessitated solely as a result of the use and occupancy of the Common
Area by a new tenant of the Property or as a result of new tenant
improvements to any building on the Property, other than in or on the
Buildings, and further provided
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in any case that the cost of any such alterations, additions, improvements
or capital improvements, together with interest at the rate of ten percent
(10%) per annum, or, if applicable, the rate paid by Landlord on funds
borrowed for the purpose of constructing or installing such alterations,
additions or improvements, shall be amortized over the useful life of the
alteration, addition, improvement or capital improvement in question and
included in Common Area Maintenance Expenses for each year over which such
costs are amortized and that the annual amount of such amortized costs
passed through as an expense shall not exceed the cost savings realized in
such year); (x) all costs and expenses incurred in performing any
alterations, additions or improvements required to be made to the Common
Area in order to comply with applicable laws, ordinances, rules,
regulations and orders enacted after the date hereof, provided that the
cost of any such alterations, additions, improvements or capital
improvements, together with interest at the rate of ten percent (10%) per
annum, or, if applicable, the rate paid by Landlord on funds borrowed for
the purpose of constructing or installing such alterations, additions or
improvements, shall be amortized over the useful life of the alteration,
addition, improvement or capital improvement in question and included in
Common Area Maintenance Expenses for each year over which such costs are
amortized; (xi) any and all payments due and owing on behalf of the
Property or any portion thereof with respect to any CC&R's to the extent
such payments are in lieu of or substitution for other Common Area
Maintenance Expenses; and (xii) all costs and expenses related to the
adoption and maintenance of a portion of Highway 101 (Tenant's Percentage
Share of which shall not exceed $720 per year, increased annually by 3%).
However, notwithstanding the foregoing or anything to the contrary in this
Lease, Common Area Maintenance Expenses shall not include the cost of or
expenses for the following: (A) leasing commissions, attorneys' fees or
other costs or expenses incurred in connection with negotiations or
disputes with other tenants of the Property or attorneys' fees incurred
which must be capitalized for income tax purposes; (B) depreciation of
buildings in the Property; (C) payments of principal, interest, late fees,
prepayment fees or other charges on any debt secured by a mortgage
covering the Property, or rental payments under any ground lease or
underlying lease; (D) any penalties incurred due to Landlord's violation
of any governmental rule or authority (but not excluding the cost of
compliance therewith, if such cost is chargeable to Tenant pursuant to
this Lease); (E) items for which Landlord is reimbursed by insurance; (F)
all costs associated with the operation of the business of the entity
which constitutes "Landlord", as distinguished from the costs of
operations, including, but not limited to, costs of partnership accounting
and legal matters, costs of defending any lawsuits with any mortgagee
(except as the actions of Tenant may be in issue), costs of selling,
syndicating, financing, mortgaging, or hypothecating any of the Landlord's
interest in the Property and/or Common Area, or any portion thereof, costs
of any disputes between Landlord and its employees, costs of disputes of
Landlord with Building management or costs paid in connection with
disputes with Tenant or any other tenants; (G) all costs (including
permit, license and inspection fees) incurred in renovating or otherwise
improving or decorating, painting or redecorating space for other tenants
in the Property; (H) the creation of any reserves for equipment or capital
replacement; (I) all costs arising from monitoring, cleaning up and
otherwise remediating any release of Hazardous Materials at the Premises;
(J) any Real Property Taxes or costs for which Landlord is separately and
directly reimbursed by Tenant or any other tenant of the Property which
are assessed against the Premises or the premises leased by such other
tenant(s); (K) any costs for security services; (L) any costs of repairs
for damage or destruction occasioned by fires or other casualty (except
the deductible amount permitted under item (v) above); (M) any costs due
to replacement or failure of Landlord's computer hardware or software or
other equipment used in connection with the operation of the Common Area
due to so called "Year 2000" issues relating to the inability to
distinguish between dates before and after January 1, 2000; and (N) all
capital expenditures not described in items (ix) and (x) above.
"J. Parking Area. All Common Area on the Property (except sidewalks and
service delivery facilities) now or hereafter designated by Landlord for
the parking or access of motor vehicles, including roads, traffic lanes,
vehicular parking spaces, landscaped areas and walkways, and including any
parking structure constructed during the Term. Landlord and/or its
successors may, by written notice to Tenant, elect in their sole
discretion to increase and/or decrease the Parking Area from time
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to time during the Term for any reason whatsoever (including without
limitation an election by Landlord and/or its successors in their sole
discretion to make changes to the buildings situated on the Property,
and/or to subdivide, sell, exchange, dispose of, transfer, or change the
configuration of all or any portion of the Parking Area from time to
time), so long as such changes to the Parking Area do not reduce the
number of parking spaces available for Tenant's use below the minimum
requirements set forth in paragraph 37 for periods in excess of thirty
(30) days (subject to delays due to causes beyond Landlord's control),
materially impair access to or from the Buildings to and from the Parking
Area or move the Parking Area materially farther from the Buildings. No
such subdivision, sale, exchange, disposition, transfer, or change to the
configuration of all or any portion of the Parking Area shall cause the
Parking Area to be increased or decreased unless and until Landlord has
given Tenant written notice of such increase or decrease.
"K.1 Property. The real property shown on EXHIBIT A consisting of
approximately nine and 31/100ths (9.31) acres and the buildings and
permanent improvements located thereon, within which the Premises are
located.
"M.1 Rentable Area. The aggregate square footage in any one or more
buildings on the Property, as appropriate, as reasonably determined by
Landlord's architect in accordance with BOMA Standard (ANSI Z65.1 1980)
for full floor office occupancy. The Rentable Area of Building 8 is 32,000
square feet, the Rentable Area of Building 10 is 67,638 square feet and
the Rentable Area of all of the buildings on the Property is 191,910
square feet.
"R.1 Tenant's Percentage Share. The ratio (expressed as a percentage) of
the total Rentable Area of the Premises to the total Rentable Area of all
of the buildings located on the Property owned by Landlord from time to
time, which as of the date hereof shall equal 51.92% (i.e., the Rentable
Area of the Premises divided by the Rentable Area of the buildings located
on the Property owned by Landlord as of the date hereof). Tenant's
Percentage Share shall be recalculated each and every time that the amount
of Rentable Area contained in Premises is adjusted, or the Premises is
expanded, buildings are added to or removed from the Property, or there is
a change in the total Rentable Area of those buildings located on the
Property owned by Landlord, or Landlord sells, exchanges, or otherwise
transfers any or all of the buildings located on the Property (including
without limitation the Buildings). The parties acknowledge and agree that
the total Rentable Area of all of the buildings located on the Property
owned by Landlord may increase and/or decrease from time to time during
the Term, since Landlord may elect in its sole discretion to sell a
building or buildings or to make changes to the buildings it owns."
6. Monthly Rent. Paragraph 5.A of the Lease is hereby amended to (a)
delete the last two lines of the first paragraph of paragraph 5.A. and (b) to
add the following paragraph as the second paragraph to the Lease:
"Notwithstanding anything to the contrary contained in the previous
paragraph, as of the Effective Date (as defined hereinafter), Tenant shall
pay to Landlord, in lawful money of the United States, Monthly Rent in the
amount of $87,223.07 per month, which amount represents the sum of
$28,016.00 per month for the Building at 1228 Xxxxxxx and $59,217.07 per
month for the Building at 000 Xxxxxxxx and which amount shall be subject
to adjustment on each Adjustment Date in accordance with paragraph 5.B.,
the next Adjustment Date being November 1, 1998. If the Term of this Lease
extends beyond the date which if ten (10) years from the Commencement
Date, the Monthly Rent for the eleventh (11th) year of the Term shall be
(i) 134% of initial Monthly Rent attributable to Building 8 and Building
10 (i.e., $113,487.68 per month) if the cumulative increase in the Index
from the Commencement Date through the tenth (10th) year of the Term
exceeds thirty-four percent (34%), or (ii) the Monthly Rent payable during
the last month of the tenth (10th) year of the Term, increased by the
percentage increase in the Index over the twelve (12) month period
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immediately preceding the commencement of the eleventh (11th) year of the
Term (calculated as provided in paragraph 5.B.) if the cumulative increase
in the Index during such 10-year period is thirty-four percent (34%) or
less. At the commencement of the twelfth (12th) and thirteenth (13th)
years of the Term (if applicable), the Monthly Rent shall be increased by
the percentage increase in the Index, calculated as provided in paragraph
5.B. over the previous 12-month period.
7. Additional Rent. Paragraph 5.E of the Lease is hereby amended to add in
the second line thereof after the words "including, without limitation," the
words "Common Area Maintenance Expenses pursuant to paragraph 5.G.,".
8. Common Area Maintenance Expenses. The following paragraph is added as a
new paragraph 5.G. of the Lease:
"G. Common Area Maintenance Expenses.
(1) Estimated Payments. Commencing as of the Effective Date
and continuing throughout the entire Term, Tenant shall pay Tenant's
Percentage Share of all Common Area Maintenance Expenses paid or
payable by Landlord in each year. On the Effective Date and during
December of each calendar year or as soon thereafter as practicable,
Landlord shall give Tenant notice of its estimate of amounts payable
under this paragraph 5.G.(1) for the ensuing calendar year. Such
notice shall show in reasonable detail the basis on which the
estimate was determined. On or before the first day of each month
during the ensuing calendar year, Tenant shall pay to Landlord
one-twelfth (1/12th) of such estimated amounts, provided that if
such notice is not given in December, Tenant shall continue to pay
on the basis of the prior year's estimate until the month after such
notice is given. If at any time or times it appears to Landlord, in
its reasonable judgment, that the amounts payable under this
paragraph 5.G.(1) for the current calendar year will vary from its
then-current estimate by more than five percent (5%), Landlord may,
by notice to Tenant, showing in reasonable detail the basis for such
variance, revise its estimate for such year, in which case
subsequent payments by Tenant for such year shall be based upon such
revised estimate. Landlord's election not to give the notice
described in the foregoing sentence shall not affect Landlord's
ability to charge Tenant for, nor Tenant's liability to pay for, any
shortfall in the estimated payments for such calendar year
previously made by Tenant, as set forth in paragraph 5.G.(2).
"(2) Adjustment. Within one hundred twenty (120) days after
the close of each calendar year or as soon after such 120-day period
as reasonably practicable, Landlord shall deliver to Tenant a
reasonably detailed statement of Common Area Maintenance Expenses
for such calendar year, certified by Landlord or its property
manager, subject to Tenant's right to audit as hereinafter provided.
At that time, Landlord shall also deliver to Tenant a statement,
certified as correct by Landlord, of the adjustments to be made
pursuant to paragraph 5.G.(1) above. If Landlord's statement shows
that Tenant owes an amount that is less than the estimated payments
for such calendar year previously made by Tenant, Landlord may
elect, in its sole discretion, to either refund such excess to
Tenant within thirty (30) days after delivery of the statement, or
offset such overpayment against Monthly Rent due or remaining due
under this Lease; provided that if no Monthly Rent remains due,
Landlord shall refund such excess to Tenant within thirty (30) days
after delivery of the statement. If such statement shows that Tenant
owes an amount that is more than the estimated payments for such
calendar year previously made by Tenant, Tenant shall pay the
deficiency to Landlord within thirty (30) days after delivery of the
statement.
"(3) Last Lease Year. If this Lease shall terminate on a day
other than the last day of a calendar year, the adjustment in
Minimum Rent applicable to the calendar year in which such
termination shall occur shall be prorated on the basis which the
number of days from the commencement of such calendar year to and
including such termination date bears to three hundred
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sixty (360). The termination of this Lease shall not affect the
obligations of Landlord and Tenant pursuant to paragraph 5.G.(2) to
be performed after such termination."
9. Security Deposit. Paragraph 7 of the Lease is hereby amended to add the
fallowing sentence to the end thereof: "Landlord and Tenant agree that as of the
Effective Date of the Third Amendment, the Security Deposit shall be further
reduced to Eighty-Seven Thousand Two Hundred Thirty-Three and 07/100
($87,233.07)."
10. Real Property Taxes. Paragraph 15.A is hereby amended to delete the
first two sentences thereof and insert in place thereof the following:
"Tenant shall pay the Real Property Taxes for the Premises. If
billed directly, Tenant shall pay such Real Property Taxes directly
to the San Mateo County assessor. If the Real Property Taxes for the
Premises are billed to Landlord or included in bills to Landlord for
Real Property Taxes covering the entire Property, then Tenant shall
pay its share of Real Property Taxes as part of the Common Area
Maintenance Expenses."
The following paragraph is added as a new paragraph 15.D:
"D. Tax Parcels. If Landlord determines in its reasonable discretion
that the configuration of tax parcels within the Property (including
without limitation the tax parcel on which the Premises is situated)
causes the allocation of Real Property Taxes between the affected
tax parcels to be unfair or inequitable, Landlord reserves the right
to internally reallocate the Real Property Taxes assessed against
such affected tax parcels in a manner that reasonably addresses such
unfairness or inequity. If Landlord effects any such reallocation,
then the Real Property Taxes payable by Tenant under this Lease
shall be those Real Property Taxes allocated to the Premises
pursuant to this paragraph 15.D."
11. Repairs and Maintenance. Paragraph 17.A of the Lease is hereby amended
by adding the words "Landlord shall repair, maintain and operate the Common Area
and" to the beginning thereof. Paragraph 17.B. is hereby amended by deleting
therefrom the third, fourth, fifth and sixth sentences regarding Tenant's
obligation to maintain the Outside Area.
12. Parking Area. Paragraph 37 is hereby deleted and the following is
inserted in place thereof:
"Tenant shall have the non-exclusive right, in common with any other
tenants or occupants of the Property, to use up to 274 unassigned
parking spaces, upon terms and conditions, as may from time to time
be reasonably established by Landlord (provided that such terms and
conditions shall not include an imposition by Landlord of a charge
for parking). Should parking charges or surcharges of any kind be
imposed on the parking facilities by a governmental agency, Tenant
shall reimburse Landlord for such charges and/or surcharges or, if
possible, shall pay such charges and/or surcharges directly to the
governmental agency and, in such event, Tenant shall provide
Landlord with proof that such charges and/or surcharges have been
paid by Tenant."
13. Security. The following paragraph is hereby added to the Lease as
paragraph 39:
"39. Security. Tenant shall be solely responsible for providing such
security services for the Premises and the Common Area surrounding
or adjacent to the Premises as an owner or manager of such property
would be obligated to provide. At the request of Tenant, Landlord
shall not be responsible for providing such security services in
connection with Landlord's operation of the Common Area. Tenant may
later elect to have Landlord assume responsibility for the security
of the Common Area surrounding or adjacent to the Premises and, upon
such election by Tenant, Landlord's costs in providing such services
shall be included in Common Area Maintenance Expenses
notwithstanding anything to the contrary contained in paragraph
3.C.2."
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14. Exhibits. EXHIBIT A attached to the Lease is hereby deleted and
EXHIBIT A attached hereto is inserted in place thereof.
15. Effective Date. The effective date of this Third Amendment shall be
the date which is the Effective Date under that certain Partial Termination of
Lease between Landlord and Tenant dated as of the date hereof and executed
simultaneously herewith.
16. Interpretation of Amendment. This Third Amendment and Lease (as
previously amended) shall be construed as a whole in order to effectuate the
intent of the parties to amend the Lease in the manner specified in this Third
Amendment. All provisions of the Lease affected by this Third Amendment shall be
deemed amended regardless of whether so specified in this Third Amendment.
Subject to the foregoing, if any provision of the Lease conflicts with any
provision of this Third Amendment, the provision of this Third Amendment shall
control.
17. No Further Amendment. Except as amended by this Third Amendment, the
Lease shall continue in full force and effect and in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Third Amendment as of
the date first hereinabove set forth.
LANDLORD: XXXXXX/CAMPUS ASSOCIATES NO. 4, L.P.,
a Delaware limited partnership
By: XXXXXX/REDWOOD PARTNERS, L.P.,
a California limited partnership
General Partner
By: TMG REDWOOD LLC,
a California limited liability company
General Partner
By: THE XXXXXX GROUP OF COMPANIES, INC.
a California corporation
Managing Member
By:
------------------------------------
Name: /s/ Xxxxx Xxxxxxxxx
----------------------------------
Title: Vice President
---------------------------------
TENANT: AMPEX CORPORATION
a Delaware corporation
By:
--------------------------------------
Name: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
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SECOND PARTIAL TERMINATION OF LEASE AGREEMENT
THIS PARTIAL TERMINATION OF LEASE AGREEMENT ("Agreement") is made and entered
into as of the 19th day of November, 1999, by and between XXXXXX/CAMPUS
ASSOCIATES NO. 4, L.P., a Delaware limited partnership ("Landlord"), and AMPEX
CORPORATION, a Delaware corporation ("Tenant")
RECITALS
This Agreement is entered into on the basis of the following facts,
understandings and intentions of the parties:
X. Xxxxxx/Campus Associates, L.P., a Delaware limited partnership
("Original Landlord"), and Tenant entered in to that certain Lease dated January
19, 1996 which demised those certain premises commonly known as 0000 Xxxxxxx
Xxxxxx (Building 8), 0000 Xxxxxxx Xxxxxx (Building 20) and 000 Xxxxxxxx
(building 10), consisting of approximately 32,000 square feet, 32,512 square
feet, and 67,638 square feet, respectively, located in Redwood City, California
as more particularly described in the Lease (the "Premises"), which Lease has
been amended by a certain First Amendment to Lease dated December 20, 1996 (the
"First Amendment"), by a certain Amendment to Bay Road Lease and
Xxxxxxx/Broadway Lease dated June 22, 1998 (the "Second Amendment"), and by a
certain Third Amendment to Lease dated September 10, 1998 (the "Third
Amendment") (the Lease, the First Amendment, the Second Amendment, and the Third
Amendment are hereinafter collectively referred to as the "Lease").
B. Original Landlord assigned all of its rights, title and interest as
landlord under the Lease to Landlord pursuant to that certain Assignment and
assumption of Tenant Leases dated as of September 22, 1997 (the "Assignment of
Lease").
C. Landlord and Tenant terminated and canceled the Lease only with respect
to that portion of the Premises located at 0000 Xxxxxxx Xxxxxx, consisting of
32,512 square feet and commonly referred to as Building 20 in the Partial
Termination of Lease Agreement dated September 10, 1998, and released each other
from their respective obligations under the Lease with respect to Building 20
after such date.
D. Landlord and Tenant desire to terminate and cancel the Lease only with
respect to that portion of the Premises located at 550 Broadway, consisting of
67,638 square feet and commonly referred to as Building 10 (the "Released
Premises") upon the date Tenant vacates and surrenders the Released Premises and
to release each other from their respective obligations under the Lease with
respect to the Released Premises arising after such date.
E. Except as expressly provided in this Agreement, all capitalized terms,
which are defined in the Lease, shall have the same meaning when used in this
Agreement.
NOW, THEREFORE, in good consideration of the mutual covenants set forth below
and other good and valuable consideration, the parties agree as follows:
1. Termination of the Lease. The Lease is hereby terminated and canceled
with respect to the Released Premises on and as of the Effective Date. The
"Effective Date" shall be December 31, 1999. The rights of Tenant to occupy the
Released Premises, and the rights of Tenant under the Lease, shall automatically
and without further action on the part of Landlord terminate at 5:00 p.m. on the
Effective Date. Not later that 5:00 p.m. on the Effective Date, Tenant shall
surrender possession of the Released Premises, and shall deliver exclusive
possession and occupancy thereof and all keys thereto, to Landlord. The Released
Premises shall be surrendered in the condition existing on the Commencement
Date, normal wear and tear (as defined in Paragraph 14 of the Lease) and fire
and other casualty excepted, broom clean, with the plumbing and electrical
systems, lighting and HVAC equipment in good order and repair. On or before the
Effective Date, Tenant shall remove all of Tenant's Personal Property from the
Released
--------------------------------------------------------------------------------
SECOND PARTIAL TERMINATION OF LEASE AGREEMENT - Rev. 3 (11/12/99) Page 1
Premises and repair and damage and perform any restoration work caused by the
removal of said Personal Property. Upon surrender of the Released Premises, as
provided in this Agreement, all rent and other amounts payable by Tenant under
the Lease attributable to the Released Premises, including, without limitation,
rent and Tenant's share of taxes, utility costs and other operating expenses,
shall be prorated through the Effective Date and paid by Tenant pursuant to the
terms of the Lease.
2. Consideration. In consideration for the early termination of the Lease,
Landlord shall pay to Tenant Two Million Two Hundred Thousand and 00/100 Dollars
($2,200,000.00) (the "Termination Fee"), payable in two installments as follows:
(i) a nonrefundable payment of Two Hundred Thousand Dollars ($200,000) to be
provided on the earlier of either November 15, 1999 or the date this Agreement
is fully executed by both parties; and (ii) a second payment of Two Million
Dollars ($2,000,000) on or before December 20, 1999, provided that Tenant has
fully complied with the terms and conditions set forth in this Agreement as of
that date. If any payment is not received by Tenant within ten (10) days after
the date such payment is due, then Landlord shall pay Tenant a late charge of
five (5%) percent of the delinquent amount.
3. Termination Documents from Tenant. During regular business hours, but
no later than the Effective Date, Landlord and Tenant shall conduct an
inspection of the Released Premises. If the condition of the Released Premised
is as required by Paragraph 1 above, then (a) Landlord and Tenant shall each
deliver to the other an executed Acknowledgement of Partial Termination and
Surrender of all of the right, title and interest of Tenant in and to the Lease
only with respect to the Released Premises, in the form attached to this
Agreement as Exhibit A; and (b) Tenant shall deliver to Landlord a Quitclaim
Deed of all of the right, title and interest of Tenant in and to the Released
Premises and the personal property remaining on the Released Premises, in the
form attached to this Agreement as Exhibit B.
4. Tenant's Obligations. Nothing in this Agreement shall limit or reduce
Tenant's obligations to pay all rent and other amounts of every kind and nature
whatsoever payable by Tenant under the Lease and to comply with all of Tenant's
other obligations under the Lease with respect to the Released Premises through
the Effective Date and with respect to the balance of the Premises through the
Effective Date and continuing hereafter throughout the remaining term of the
Lease.
5. Remedies. Tenant acknowledges that if Landlord is not able to obtain
exclusive possession of the Released Premises on or before the Effective Date,
the Landlord may incur substantial damages, costs and losses. Tenant understands
and agrees that Tenant's failure to deliver possession of the Released Premises
as provided in this agreement and to perform its other obligations under this
Agreement may cause Landlord to be unable to fulfill its obligations to certain
third parties, including its obligations to perform certain work to prepare the
Released Premises for new tenants, which failure would cause material damage to
the Landlord. In accordance with the foregoing understandings, as of the
Effective Date, Landlord shall have the right to prosecute any proceedings at
law and in equity, in the event of any default or breach of the obligations of
Tenant contained in this Agreement. If Tenant does not vacate the Release
Premises, terminate the Lease with respect to the Released Premises or perform
Tenant's obligations under the other terms of this Agreement of the Effective
Date, then in addition to all other rights and remedies of Landlord under
applicable law or in equity, Landlord shall be entitled to receive from Tenant
all damages resulting from or arising our of Tenant's failure to vacate the
Released Premises. All rights , privileges and elections of remedies set forth
in this Paragraph 5 are cumulative and not alternative to the extent permitted
by law or equity.
6. Holding Over. If Tenant remains in possession of the Released Premises
after the Effective Date, with Landlord's consent, such possession by Tenant
shall be deemed to be a month-to-month tenancy with respect to the Released
Premises, and, solely for the first month of any hold over period, the monthly
rent shall be prorated on a daily basis. Tenant acknowledges that the Landlord's
cost of owning and carrying the Released Premises is substantially in excess of
the rent payable by Tenant under this Lease. Accordingly, during such
month-to-month tenancy, the Monthly Rent (as defined in the Lease for the
Premises payable pursuant to the terms of the Lease shall be One Hundred
Sixty-Four
--------------------------------------------------------------------------------
SECOND PARTIAL TERMINATION OF LEASE AGREEMENT - Rev. 3 (11/12/99) Page 2
Thousand, Nine Hundred Sixty-Nine and 31/100 Dollars ($164,969.31) per month
which amount represents the sum of Twenty-Nine Thousand Six Hundred Ninety-Three
and 31/100 Dollars ($29,693.31) for 0000 Xxxxxxx Xxxxxx (being the current
rental rate under the Lease) and One Hundred Thirty-Five Thousand, Two Hundred
Seventy-Six and 00/100 Dollars ($135,276.00) for the Released Premises (being a
hold-over rental rate per month). Tenant shall pay such Monthly Rent and all
other sums required to be paid under the Lease monthly on or before the first
day of each month. All other provisions of the Lease, except those pertaining to
the term, shall apply to the month-to-month tenancy for the Released Premises.
7. Amendment to Lease. This Agreement is and shall constitute an amendment
to the Lease and shall be effective as of the date of this Agreement. In
addition, as a condition precedent to the effectiveness of the termination of
this Lease with respect to the Released Premises, Landlord and Tenant shall,
upon execution of this Agreement, execute a further Fourth Amendment to the
Lease in the form attached hereto as Exhibit C.
8. Representations and Warranties
8.1. Of Tenant. As a material inducement to Landlord to enter into
this Agreement, Tenant represents and warrants to Landlord that, as of the date
of this Agreement:
8.1.1. No Defaults. That Lease is in full force and effect.
There are not defaults by Landlord or Tenant under the Lease, and no
circumstance has occurred which, but for the expiration of an applicable grace
period, would constitute an event of default by Landlord or Tenant under the
Lease. Tenant has no defenses or rights of offset under the Lease.
8.1.2. Authority. Tenant has full right, power and authority
to enter into this Agreement, and has obtained all necessary consents and
resolutions from its board of directors required under the documents governing
its affairs in order to consummate this transactions, and the persons executing
this Agreement have been duly authorized to do so. This Agreement and the Lease
are binding obligations of Tenant, enforceable in accordance with their terms.
8.1.3. No Assignments. Tenant is the sole lawful tenant of the
Released Premises under the Lease, and Tenant has not sublet, assigned,
conveyed, encumbered or otherwise transferred any of the right, title or
interest of Tenant under the Lease or arising from its use or occupancy of the
Released Premises, and no other person, partnership, corporation or other entity
has any right, title or interest in the Lease or the Released Premises, or the
right to occupy or use all or any part of the Released Premises.
8.2 Of Landlord. As a material inducement to Tenant to enter into
this Agreement, Landlord represents and warrants to Tenant that, as of the date
of this Agreement:
8.2.1 No. Defaults. The Lease is in full force and effect.
There are not defaults by Tenant or Landlord under the Lease, and no
circumstance has occurred which, but for the expiration of an applicable grace
period, would constitute an event of default by Tenant or Landlord under the
Lease.
8.2.2 Authority. Landlord has full right, power and authority
to enter into this Agreement and has obtained all necessary consents and
resolutions required under the documents governing its affairs in order to
consummate this transaction, and the person executing this Agreement has been
duly authorized to do so. This Agreement and the Lease are binding obligations
of Landlord, enforceable in accordance with their terms.
8.2.3 No Assignments. Landlord is the sole lawful owner of the
Premises and no other party's consent to the execution of this Agreement is
required.
--------------------------------------------------------------------------------
SECOND PARTIAL TERMINATION OF LEASE AGREEMENT - Rev. 3 (11/12/99) Page 3
9. Attorneys' Fees. If either party should bring an action to enforce the
terms of this Agreement or declare rights under this Agreement, the prevailing
party in such action shall be entitled to reasonable attorneys' fees, costs and
expenses to be paid by the losing party in such action.
10. Construction. Counsel for all parties have read and approved the
language of this Agreement. The provisions of this Agreement shall be construed
as a whole according to their common meaning and not strictly for or against
Tenant or Landlord.
11. Miscellaneous. This Agreement shall inure to the benefit of, and shall
be binding upon, the parties hereto and their respective successors and
permitted assigns. This Agreement may not be amended, changed or waived except
by a writing signed by the parties hereto, and shall be construed and enforced
in accordance with the laws of the State of California. This Agreement
supersedes any prior oral agreements between the parties with respect to the
subject matter hereof, and the parties acknowledge that there are no oral
agreements between them with regard to such subject matter. This Agreement may
be executed in multiple counterparts, each of which shall be deemed a duplicate
original, but all of which taken together shall constitute one and the same
instrument.
12. Effect of Lease on Remaining Premises. With respect to that portion of
the Premises commonly known as 0000 Xxxxxxx Xxxxxx (Building 8), consisting of
approximately 32,000 square feet (the "Remaining Premises"), nothing contained
in this Agreement shall be deemed to constitute or cause a termination of the
Lease or the landlord/tenant relationship between Landlord and Tenant. The Lease
is hereby ratified and confirmed with respect to the Remaining Premises, subject
to the amendments and modifications provided in the lease amendment attached
hereto as Exhibit C. Notwithstanding any other provision of this Agreement,
there remains an outstanding issue regarding Landlord's obligation to repair and
repave Parking Lot G, which is part of the common area under the Lease and
nothing in this Agreement shall constitute a waiver of either party's rights and
obligations regarding said issue.
13. Letter of Credit. Pursuant to Paragraph 7 of the Lease, Landlord holds
a letter of credit as a security deposit. At any time after the Effective Date,
Tenant may substitute a letter of credit otherwise meeting the requirements of
paragraph 7 of the Lease in the amount of $29,693.31.
--------------------------------------------------------------------------------
SECOND PARTIAL TERMINATION OF LEASE AGREEMENT - Rev. 3 (11/12/99) Page 4
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first written above.
LANDLORD: XXXXXX/CAMPUS ASSOCIATES NO. 4, L.P.
a Delaware limited partnership
By: XXXXXX/REDWOOD PARTNERS, L.P.,
a California limited partnership
General Partner
By: TMG REDWOOD LLC,
a California limited liability company
General Partner
By: THE XXXXXX GROUP OF
COMPANIES, INC.
a California corporation
Managing Member
By:
--------------------------------------
Name: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
TENANT: AMPEX CORPORATION
a Delaware corporation
By:
----------------------------------
Name:/s/ Xxxxxxx Xxxxxxx
--------------------------------
Title: Vice President
-------------------------------
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
--------------------------------------------------------------------------------
SECOND PARTIAL TERMINATION OF LEASE AGREEMENT - Rev. 3 (11/12/99) Page 5
EXHIBIT A
ACKNOWLEDGEMENT OF PARTIAL TERMIANTION AND SURRENDER
The undersigned hereby acknowledges:
1. The Lease dated January 19, 1996 between Xxxxxx/Campus Associates No.
4, L.P., a Delaware limited partnership and Ampex Corporation, as amended (the
"Lease") for the premises described therein (the "Premises"), is terminated with
respect only to those premises commonly known as 000 Xxxxxxxx, Xxxxxxx Xxxx,
Xxxxxxxxxx (the "Released Premises") as of the date set forth below and is of no
further force or effect with respect to the Released Premises.
2. The Released Premises have been surrendered as of the date set forth
below and exclusive occupancy thereof is hereunder delivered to Xxxxxx/Campus
Associates No. 4, L.P.
3. This Acknowledgement of Partial Termination and Surrender is dated
_________, 1999.
AMPEX CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Its: Vice President
------------------------------------
By:
------------------------------------
Its:
------------------------------------
XXXXXX/CAMPUS ASSOCIATES NO. 4, L.P.,
a Delaware limited partnership
By: XXXXXX/REDWOOD PARTNERS, L.P.,
a California limited partnership
General Partner
By: TMG REDWOOD LLC,
a California limited liability company
General Partner
By: THE XXXXXX GROUP OF COMPANIES, INC.
a California corporation
Managing Member
By:
-----------------------------------
Name: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Title: Vice President
--------------------------------
--------------------------------------------------------------------------------
SECOND PARTIAL TERMINATION OF LEASE AGREEMENT - Rev. 3 (11/12/99) Page 6
EXHIBIT B
Recorded at the request of:
Xxxxxx/Campus Associates No. 4, L.P.
And, when recorded, return to:
Xxxxxx, Xxxxx & Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Esq.
--------------------------------------------------------------------------------
QUITCLAIM DEED
For One Dollar ($1.00) and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, AMPEX CORPORATION, a Delaware
corporation ("Ampex") hereby quitclaims, demises and releases to XXXXXX/CAMPUS
ASSOCIATES NO. 4, L.P., a Delaware limited partnership ("Grantee"), all of
Ampex's right, title and interest in and to or any right title and interest
claimed by, under or through Ampex to that certain improved real property or
premises therein and any personal property located thereon commonly known as 000
Xxxxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx, more particularly described in Exhibit A
attached hereto and incorporated herein by this reference ("Property").
IN WITNESS WHEREOF, Ampex has executed this Quitclaim Deed this ___ day of
________________, 1999.
"Ampex"
AMPEX CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Its: Vice President
------------------------------------
By:
-------------------------------------
Its:
------------------------------------
[Acknowledgements Required]
[Property Description Required]
--------------------------------------------------------------------------------
SECOND PARTIAL TERMINATION OF LEASE AGREEMENT - Rev. 3 (11/12/99) Page 7
FOURTH AMENDMENT TO LEASE
THIS FOURTH AMENDMENT TO LEASE (the "Fourth Amendment") is made and
entered into as of this 19th of November 1999 by and between XXXXXX/CAMPUS
ASSOCIATES NO. 4, L.P., a Delaware limited partnership ("Landlord") and Ampex
Corporation, a Delaware corporation ("Tenant").
R E C I T A L S:
This Fourth Amendment is entered into upon the basis of, and with
reference to the following facts, understandings and intentions of the parties:
X. Xxxxxx/Campus Associates, L.P., a Delaware limited partnership
("Original Landlord"), and Tenant entered into that certain Lease
dated January 19, 1996 which demised those certain premises located
at 0000 Xxxxxxx Xxxxxx (Building 8), 0000 Xxxxxxx Xxxxxx (Building
20) and 000 Xxxxxxxx (Xxxxxxxx 00), Xxxxxxx Xxxx, Xxxxxxxxxx as more
particularly described in the Lease (the "Premises"), which Lease
has been amended by a certain First Amendment Lease dated December
20, 1996 (the "First Amendment"), by a certain Amendment to Bay Road
Lease and Xxxxxxx/Broadway Lease dated June 22, 1998 (the "Second
Amendment"), and by a certain Third Amendment Lease dated September
10, 1998 (the "Third Amendment") (the Lease, the First Amendment,
the Second Amendment, and the Third Amendment are hereinafter
collectively referred to as the "Lease").
B. Original Landlord assigned all of its right, title and interest
as landlord under the Lease to Landlord pursuant to that certain
Assignment and Assumption of Tenant Leases dated as of September 22,
1997 (the "Assignment of Lease").
C. Landlord and Tenant terminated and canceled the Lease only with
respect to that portion of the Premises located at 0000 Xxxxxxx
Xxxxxx, consisting of 32,512 square feet and commonly referred to as
Building 20 in the Third Amendment on September 10, 1998 and the
Partial Termination of Lease Agreement of the same date, and
released each other from their respective obligations under the
Lease with respect to Building 20 after such date.
D. Landlord and Tenant desire to modify and amend the terms of the
Lease (i) to provide for the surrender of that portion of the
Premises located at 550 Broadway, consisting of 67,638 square feet
and commonly referred to as Building 10 (the "Released Premises")
(as defined in that certain Second Partial Termination of Lease
Agreement of even date herewith) upon the date Tenant vacates and
surrenders the Released Premises, and (ii) to release each other
from their respective obligations under the Lease with respect to
the Released Premises arising after December 31, 1999 (the
"Effective Date")
NOW, THEREFORE, for good and valuable consideration, including the mutual
covenants contained in the Lease and in this Fourth Amendment, Landlord and
Tenant hereby agree as follows:
1. Defined Terms. Except as expressly provided in this Fourth Amendment to
the contrary, terms that are defined in the Lease, shall have the same meaning
when used in this Fourth Amendment.
2. Title Page. The last two lines of the Title Page of the Lease (as
modified by the Third Amendment) are hereby deleted and the following lines are
inserted in place thereof:
For the approximately 32,000 SF Premises at 0000 Xxxxxxx Xxxxxx, Xxxxxxx
Xxxx, XX 00000.
--------------------------------------------------------------------------------
FOURTH AMENDMENT TO LEASE - Rev. 3 (11/12/99) Page 1
3. Lease Summary: The Building Addresses, the Total Building Square
Footage, the Monthly Rent and the Security Deposit terms contained in the Lease
Summary (as modified by the Third Amendment) are hereby deleted and the
following terms are inserted in place thereof:
Building Address: 0000 Xxxxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
* * *
Total Building Square Footage: 32,000 square feet
* * *
Monthly Rent (net): $29,639.31
* * *
Security Deposit: $29,639.31
4. Premises. Paragraph 2 of the Lease (as amended by the Third Amendment)
is hereby deleted in its entirety and the following Paragraph is inserted in
place thereof:
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord those certain premises consisting of a total area of
approximately 32,000 square feet in that certain building, commonly
known as 0000 Xxxxxxx Xxxxxx (Building 8), consisting of
approximately 32,000 square feet (the "Building") in the City of
Redwood City, County of San Mateo, State of California, as more
particularly shown on EXHIBIT A (collectively, the "Premises"). The
Premises also include the appurtenant right to use in common with
other tenants of the Property the Common Area of the Property owned
by Landlord.
5. Definitions. Paragraph 3 of the Lease (as amended by the Third
Amendment) is hereby amended to replace the existing definition of each of the
following terms with the following new definitions:
M.1 Rentable Area. The aggregate square footage in any one or more
buildings on the Property, as appropriate, as reasonably determined
by Landlord's" architect in accordance with BOMA Standard (ANSI
Z65.1 1980) for full floor office occupancy. The Rentable Area of
Building 8 is 32,000 square feet, and the Rentable Area of all of
the buildings on the Property is 191,910 square feet.
R. 1 Tenant's Percentage Share. The ratio (expressed as a
percentage) of the total Rentable Area of the Premises to the total
Rentable Area of all of the buildings located on the Property owned
by Landlord from time to time, which as of the date hereof shall
equal 16.67% (i.e., the Rentable Area of the Premises divided by the
Rentable Area of the buildings located on the Property owned by
Landlord as of the date hereof). Tenant's Percentage Share shall be
recalculated each and every time that the amount of Rentable Area
contained in Premises is adjusted, or the Premises is expanded,
buildings are added to or removed from the Property, or there is a
change in the total Rentable Area of those buildings located on the
Property owned by Landlord, or Landlord sells, exchanges, or
otherwise transfers any or all of the buildings located on the
Property (including without limitation the Buildings). The
--------------------------------------------------------------------------------
FOURTH AMENDMENT TO LEASE - Rev. 3 (11/12/99) Page 2
parties acknowledge and agree that the total Rentable Area of all of
the buildings located on the Property owned by Landlord may increase
and/or decrease from time to time during the Term, since Landlord
may elect in its sole discretion to sell a building or buildings or
to make changes to the buildings it owns.
6. Monthly Rent. Paragraph 5. A of the Lease (as modified by the Third
Amendment) is hereby amended to (a) delete the last two lines of the first
paragraph of paragraph 5.A. and (b) to add the following paragraph as the second
paragraph to the Lease:
Notwithstanding anything to the contrary contained in the previous
paragraph, as of the Effective Date (as defined hereinafter), Tenant
shall pay to Landlord, in lawful money of the United States, Monthly
Rent in the amount of $29,664.00 per month, which amount represents
the sum of $29,664.00 per month for the Building at 1228 Xxxxxxx,
and which amount shall be subject to adjustment on each Adjustment
Date in accordance with paragraph 5.B., the next Adjustment Date
being November 1, 2000. If the Term of this Lease extends beyond the
date which if ten (10) years from the Commencement Date, the Monthly
Rent for the eleventh (11th) year of the Term shall be (i) 134% of
initial Monthly Rent attributable to Building 8 (i.e. $36,448.00 per
month) if the cumulative increase in the Index from the Commencement
Date through the tenth (10th) year of the Term exceeds thirty-four
percent (34%), or (ii) the Monthly Rent payable during the last
month of the tenth (10th) year of the Term, increased by the
percentage increase in the Index over the twelve (12) month period
immediately preceding the commencement of the eleventh (11th) year
of the Term (calculated as provided in a paragraph 5.B.) if the
cumulative increase in the Index during such 10-year period is
thirty-four percent (34%) or less. At the commencement of the
twelfth (12th) and thirteenth (13) years of the Term (if
applicable), the Monthly Rent shall be increased by the percentage
increase in the Index, calculate as provided in paragraph 5.B. over
the previous 12-month period.
7. Security Deposit. Paragraph 7 of the Lease is hereby amended to replace
the last sentence thereof (as modified by the Third Amendment) with the
following: "Landlord and Tenant agree that as of the Effective Date of the
Fourth Amendment, the Security Deposit shall be further reduced to Twenty-Nine
Thousand Six Hundred Sixty-Four and 00/100 ($29,664.00)."
8. Parking Area. Paragraph 37 (as modified by the Third Amendment) is
hereby deleted and the following is inserted in place thereof:
Tenant shall have the non-exclusive right, in common with any other
tenants or occupants of the Property, to use up to 70 unassigned
parking spaces, upon terms and conditions, as may from time to time
be reasonably established by Landlord (provided that such terms and
conditions shall not include an imposition by Landlord of a charge
for parking). Should parking charges or surcharges of any kind be
imposed on the parking facilities by a governmental agency, Tenant
shall reimburse Landlord for such charges and/or surcharges or, if
possible, shall pay such charges and/or surcharges directly to the
governmental agency and, in such event, Tenant shall provide
Landlord with proof that such charges and/or surcharges have been
paid by Tenant.
9. Exhibits. EXHIBT A attached to the Lease is hereby deleted and EXHIBIT
A attached hereto is inserted in place thereof.
--------------------------------------------------------------------------------
FOURTH AMENDMENT TO LEASE - Rev. 3 (11/12/99) Page 3
10. Effective Date. The effective date of this Fourth Amendment shall be
December 31, 1999, the date which is the Effective Date under that certain
Second Partial Termination of Lease between Landlord and Tenant dated as of the
date hereof and executed simultaneously herewith.
11. Interpretation of Amendment. This Fourth Amendment and the Lease (as
previously amended) shall be construed as a whole in order to effectuate the
intent of the parties to amend the Lease in the manner specified in this Fourth
Amendment. All provisions of the Lease affected by this Fourth Amendment shall
be deemed amended regardless of whether so specified in this Fourth Amendment.
This Fourth Amendment shall constitute a complete release between the parties
regarding their respective obligations under the Lease regarding Building 10.
Subject to the foregoing, if any provision of the Lease conflicts with any
provision of this Fourth Amendment, the provision of this Fourth Amendment shall
control.
12. No Further Amendment. Except as amended by this Fourth Amendment, the
Lease shall continue in full force and effect and in accordance with its terms.
[SIGNATURES ON FOLLOWING PAGE]
--------------------------------------------------------------------------------
FOURTH AMENDMENT TO LEASE - Rev. 3 (11/12/99) Page 4
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as the
date first hereinabove set forth.
LANDLORD: XXXXXX/CAMPUS ASSOCIATES NO. 4, L.P.
a Delaware limited partnership
By: XXXXXX/REDWOOD PARTNERS, L.P.,
a California limited partnership
General Partner
By: TMG REDWOOD LLC,
a California limited liability company
General Partner
By: THE XXXXXX GROUP OF
COMPANIES, INC.
a California corporation
Managing Member
By:
-------------------------------
Name: /s/ Xxxxx Xxxxxxxxx
-----------------------------
Title: Vice President
----------------------------
TENANT: AMPEX CORPORATION
a Delaware corporation
By:
--------------------------------
Name: /s/ Xxxxxxx Xxxxxxx
------------------------------
Title: Vice President
-----------------------------
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
--------------------------------------------------------------------------------
FOURTH AMENDMENT TO LEASE - Rev. 3 (11/12/99) Page 5
EXHIBIT A
[MAP OF THE PREMISES TO BE INSERTED.]
--------------------------------------------------------------------------------
FOURTH AMENDMENT TO LEASE - Rev. 3 (11/12/99) Page 6
