Exhibit 10.37
FOURTH AMENDMENT OF LEASE
THIS FOURTH AMENDMENT OF LEASE (this "Amendment") is made as of the 29th
day of August, 2000, between VITAMIN REALTY ASSOCIATES, L.L.C. (the "LESSOR"),
a New Jersey limited liability company, having an address at 000 Xxxx Xxxxxx,
Xxxxxxxx, Xxx Xxxxxx 00000, and WIRE ONE TECHNOLOGIES, INC. (the "LESSEE"), a
Delaware corporation, having an address at 000 Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx
00000.
W I T N E S S E T H
WHEREAS, pursuant to that certain Lease Agreement dated March 20, 1997 by
and between LESSOR and All Communications Corporation, the predecessor of
LESSEE, LESSOR leased to All Communications Corporation certain premises
consisting of approximately 1,560 rentable square feet of warehouse space on the
first floor of the building known as 000 Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx (the
"Building"), and approximately 7,180 rentable square feet of office space on the
second floor of the Building (collectively the "Demised Premises"); and
WHEREAS, pursuant to that certain First Amendment of Lease dated as of
December, 1997, LESSOR and All Communications Corporation amended the Lease to
add to the Demised Premises an additional 5,840 rentable square feet of
warehouse space on the first floor of the Building; and
WHEREAS, pursuant to that certain Second Amendment of Lease dated as of
December, 1999, LESSOR and All Communications Corporation amended the Lease to
provide that the Demised Premises consisted of a total of 13,730 rentable square
feet of warehouse space on the first floor of the Building, and a total of 8,491
rentable square feet of office space on the second floor of the Building; and
WHEREAS, pursuant to that certain Third Amendment of Lease dated as of June
1, 2000 (which, together with the Lease Agreement, First Amendment and Second
Amendment referred to above, shall be referred to herein as the "Lease"), LESSOR
and LESSEE amended the Lease to provide that the Demised Premises consists of a
total of 18,000 rentable square feet of warehouse space on the first floor of
the Building, and a total of 15,215 rentable square feet of office and warehouse
space on the second floor of the Building; and
WHEREAS, LESSOR and LESSEE have agreed to further amend the Lease, on the
terms and conditions hereinafter set forth; and
WHEREAS, all capitalized terms defined in the Lease and not otherwise
defined herein shall have their respective meanings set forth in the Lease.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto do hereby agree that the Lease is
hereby amended as follows:
1. (a) Commencing as of September 1, 2000 or occupancy, whichever is later
(the "Expansion Space Commencement Date"), LESSOR shall demise to LESSEE, and
LESSEE shall lease from LESSOR, an additional 5,739 rentable square feet of
space located on the second floor of the Building, which is more particularly
depicted in Schedule A attached hereto (the "Expansion Space"). For all purposes
of the Lease, and this Amendment, the term "Demised Premises" shall, as of the
Expansion Space Commencement Date, include the current Demised Premises plus the
Expansion Space.
(b) LESSOR and LESSEE each hereby agrees that the Demised Premises shall,
as of the Expansion Space Commencement Date, consist of a total of 18,000
rentable square feet of warehouse space on the first floor of the Building, and
a total of 20,954 rentable square feet of office and warehouse space on the
second floor of the Building.
2. Section 1.1(ar) of the Lease is hereby amended to provide that the
Termination Date shall be August 31, 2005.
3. (a) Schedule C of the Second Amendment is hereby superseded and replaced
with Schedule B annexed hereto.
(b) LESSEE's Proportionate Share with respect to the Demised Premises shall
be 24.35% as of the Expansion Space Commencement Date.
4. (a) LESSOR has engaged Costa Construction Co. to perform the fit up work
within the Expansion Space ("LESSOR'S Work") outlined on the construction
contract attached hereto as Schedule C (the Contract"). Provided that LESSEE
does not default under the terms and provisions of this Lease, LESSOR shall pay
for the cost of performing LESSOR'S Work up to the amount of $50,000.00. LESSEE
shall pay the excess cost of completing LESSOR'S Work over $50,000.00 within ten
(20) days after receipt of an invoice therefor from LESSOR, together with
evidence that such costs were actually incurred by LESSOR. LESSEE'S
reimbursement
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obligation shall not be limited by the fixed price set forth in the Contract if
the actual cost of LESSOR'S Work exceeds the Contract amount. If LESSEE requests
any changes in LESSOR'S Work described in the Contract, LESSEE shall be
responsible for all costs including but not limited to design expenses resulting
from such changes. No such changes shall be made without prior written approval
of LESSOR. LESSOR shall not be responsible for delay in occupancy by LESSEE
because of such changes, and any such delay in completing the Expansion Space
shall not in any manner affect the Expansion Space Commencement Date.
(b) Except as set forth in subsection (a) above, LESSEE agrees that it has
inspected the Expansion Space, and agrees to occupy same in its "AS IS"
condition.
5. Provided that LESSEE is not in default under the Lease beyond any
applicable notice or cure period, then LESSEE shall have the right to assign the
portion of the Demised Premises depicted on Schedule A annexed hereto as Tenant
Spaces N, O and P, which consists of approximately 7,113 rentable square feet,
in connection with the sale of a division of LESSEE. LESSEE shall deliver to
LESSOR prior written notice of such sublease. LESSOR further waives the
recapture right specified in Section 15.5 of the Lease with respect to any such
sublease. Except as set forth above, such subleasing shall be subject to the
provisions of Article 15 of the Lease.
6. LESSOR and LESSEE each represents to the other that it has not dealt
with any broker or agent with respect to the Demised Premises or this Lease and
each shall indemnify and hold harmless the other from and against any and all
liabilities, claims, suits, demands, judgments, costs, interests and expenses to
which it nay be subject or suffer by reason of any claim made by any person,
firm or corporation for any commission, expense or other compensation as a
result of the execution and delivery of this Lease and based on alleged
conversations or negotiations by said person, firm or corporation with either
LESSOR or LESSEE, as the case may be.
7. As hereby modified and amended, the Lease shall remain in full force and
effect.
8. This Amendment and the Lease embody and constitute the entire
understanding between the parties with respect to the subject matter hereof, and
all prior agreements, representations and statements, oral or written, relating
to the subject matter hereof are merged into this Amendment.
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9. Neither this Amendment nor any provision contained herein may be
amended, modified or extended except by an instrument signed by the party
against whom enforcement of such amendment, modification or extension is sought.
10. This Amendment may be executed in counterparts, each of which shall be
deemed a duplicate original hereof.
IN WITNESS WHEREOF, this Amendment has been executed by LESSOR and LESSEE
as of the day and year first above written.
VITAMIN REALTY ASSOCIATES, L.L.C.
By: /s/ Xxxx Xxxxxxxx
------------------------------
Name: Xxxx Xxxxxxxx
Title: Member
WIRE ONE TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title: President and Chief
Executive Officer
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SCHEDULE A
EXPANSION SPACE
SCHEDULE B
BASIC RENT
The Basic Rent shall be payable in equal monthly installments, in advance,
on the Basic Rent Payment Dates. The Basic Rent for the Term shall be as
follows:
(a) for the period from the Commencement Date to, but not including, the
Inclusion Date (defined in the First Amendment), the Basic Rent shall be
$62,680.00 per annum, payable in equal monthly installments of $5,306.67;
(b) for the period from the Inclusion Date to, but not including, the
Amendment Commencement Date (defined in the Second Amendment), the Basic Rent
shall be $87,040.00 per annum, payable in equal monthly installments of
$7,253.33;
(c) for the period from the Amendment Commencement Date to, but not
including, the First Additional Space Commencement Dare (defined in the Third
Amendment), the Basic Rent shall be $122,846.00 per annum, payable in equal
monthly installments of $10,237.17;
(d) for the period from the First Additional Space Commencement Date to,
but not including, the Second Additional Space Commencement Date (defined in the
Third Amendment), the Basic Rent shall be $139,928.00 per annum, payable in
equal monthly installments of $11,660.67;
(e) for the period from the Second Additional Space Commencement Date to,
but not including, the Expansion Space Commencement Date, the Basic Rent shall
be $193,720.00 per annum, payable in equal monthly installments of $16,143.33;
and
(f) for the period from the Expansion Space Commencement Date to, but not
including, the Termination Date, the Basic Rent shall be $259,100.00 per annum,
payable in equal monthly installments of $21,591.67.
SCHEDULE C
CONSTRUCTION CONTRACT
[LOGO] COSTA CONSTRUCTION CO.
================================================================================
00 Xxxxxxxxxx Xxxxxx
Xxxxxxx, X.X. 00000
(000) 000-0000
Fax (000) 000-0000
August 21, 2000
Mr. Xxxx Xxxxxxxx
Vitamin Realty Associates
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Contract
Re: Renovation to rental space
Existing Accounting Room & Two Previous Offices Renovated on Exterior Wall
Previously Rented by N.W. International.
Cover exterior wall with 5/8" sheetrock above and below windows and finish
completely as needed.
Remove existing steel doorframe and enlarge existing rough opening to receive
new 6'0" x 7'0" steel jamb with two new wood store-front doors in oak.
Install all matching hardware on door located in main office.
Install new key locks to above-mentioned door.
Build new 16" wide Formica counter top with supports. 1 - 20'9", 1 - 11' 5".
Build new tops and support to match existing. Colors to be selected by owner.
Install approximately 440 yd. of vinyl wall covering in existing finished office
space.
Room Next to previously renovated room, as noted above.
Install new suspended ceiling to match existing ceiling work in previously
renovated room and hallway.
Build approximately 50 linear feet of partitions along exterior wall to create
three independent offices.
All walls to be 3 5/8" 25 gauge metal studs with 5/8" sheetrock and spackle as
needed.
Install three new steel doorframes and birch veneer doors to match existing
previous work.
Second Floor Tenant Space Plan Appears here.
[LOGO] COSTA CONSTRUCTION CO.
================================================================================
00 Xxxxxxxxxx Xxxxxx
Xxxxxxx, X.X. 00000
(000) 000-0000
Fax (000) 000-0000
Vitamin Realty Associates
Contract
Page 2
On exterior wall in three offices, install 5/8" sheetrock above and below
windows as needed.
Install three steel doorjambs with solid core birch doors. Size 3/0x7/0.
Build 10' of additional metal stud partition.
Install one 3/0x7/0 solid core wood door at coffee room with matching hardware.
Install two solid core birch doors on entranceway from hallway. Install matching
hardware. Both doors to be 1 1/2-hour fire rated.
New Office Space with Hallway
Construct new 30' long wall to create approximately a 4' hallway and cover with
sheetrock and finish as needed.
In remaining office space of large room, construct four new offices on exterior
wall as previously discussed.
All walls to be build of 25 gauge studs and 5/8" sheetrock and spackle.
Install four new steel doorjambs and birch veneer doors as noted above.
All doors to receive mill finish, lever design passage knob.
On exterior wall, install 5/8" sheetrock above and below windows and finish as
needed.
Coffee Room Off of Main Room, Approx. 13' x lO',
Cover existing metal - partition wall with 5/8" sheetrock and finish as needed.
Install new suspended ceiling as noted above.
Install new suspended ceiling in hallway and new office space.
Install new 6' wood sink base cabinet in new kitchen area.
Install new Formica counter top with stainless steel sink and faucet & all drain
and water lines as needed.
[LOGO] COSTA CONSTRUCTION CO.
================================================================================
00 Xxxxxxxxxx Xxxxxx
Xxxxxxx, X.X. 00000
(000) 000-0000
Fax (000) 000-0000
Vitamin Realty Associates
Contract
Page 3
Electrical Work
Install fifty-two (52) 2x4 drop-in suspended ceiling lights to match existing.
Install seven (7) 2x2 drop-in suspended ceiling lights to match existing.
Install five (5) switches to control lighting fixtures.
Install thirty (30) outlets.
Install all rough wiring for feeds and homeruns to supply the power to lights
and outlets.
Painting and Finishing
Paint all new sheet rock with primer and one coat. (One color throughout)
Paint all new and existing steel doorjambs.
Finish all new and existing birch doors. (Natural finish.)
Total for all work listed above................ $ 60,450.00
Note:
Remove all garbage to owner's container.
Permits to be paid by owner.
All demolition by owner.
Continued on page 4
