Exhibit 10.14
SECOND AMENDMENT
This Second Amendment (the "Amendment") is made and entered into as of the
15th day of September, 1997, by and between SAN XXXXXX PLAZA, LTD., a Texas
limited partnership ("Lessor"), and TIDEL TECHNOLOGIES, INC., a Delaware
corporation ("Lessee").
WITNESSETH
A. WHEREAS, Lessor and Lessee (as successor in interest to American Medical
Technologies, Inc. a Delaware corporation) are parties to that certain
lease dated the 21st day of February, 1992, for space currently containing
approximately 4,031 square feet of Net Rentable Area (the "Premises")
described as Suite No.900 on Floor nine (9) of the building commonly known
as San Xxxxxx Plaza and the address of which is 0000 Xxx Xxxxxx, Xxxxxxx,
Xxxxx 00000 (the "Building"), which lease has been previously amended by
First Amendment dated March 12,1997 (collectively, the "Lease"); and
B. WHEREAS, the Lease by its terms expired on August 31,1997 ("Prior
Termination Date"), and the parties desire to extend the Term of the
Lease, all on the terms and conditions hereinafter set forth
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Lessor and Lessee agree
as follows:
I. EXTENSION. The Lease Term is hereby retroactively extended for a
period of thirty-seven (37) months and shall expire on September
30, 2000 ("Extended Termination Date"), unless sooner terminated in
accordance with the terms of the Lease. That portion of the Lease
Term commencing the day immediately following the Prior Termination
Date ("Extension Date") and ending on the Extended Termination Date
shall be referred to herein as the "Extended Term". In any and all
events, the schedule of monthly installments of Basic Monthly
Rental contained in Paragraph II of this Amendment shall not be
postponed or delayed if any improvements to the Premises are
incomplete on the day following the Prior Termination Date for any
reason whatsoever. Any delay in the completion of improvements to
the Premises, if any, or inconvenience suffered by Lessee during
the performance of any improvements shall not subject Lessor to any
liability for any loss or damage resulting therefrom or entitle
Lessee to any credit, abatement or adjustment of Rent.
II. BASIC MONTHLV RENTAL. Retroactively effective as of the Extension
Date, Lessee shall pay Lessor the sum of Two Hundred Nineteen
Thousand Nine Hundred Eighty-Five and 56/100 Dollars ($219,985.55)
as Basic Monthly Rental for the Premises during the Extended Term
in thirty-seven (37) monthly installments as follows:
A. One (1) installment of Five Thousand Three Hundred Seventeen
and 56/100 Dollars ($5,317.55) payable on or before
September 1,1997 for the period beginning September 1,1997
and ending September 30,1997.
B. Thirty-six (36) equal installments of Five Thousand Nine
Hundred Sixty-Three and NO/100 Dollars ($5,963.00) each
payable on or before the first day of each month during the
period beginning October 1,1997 and ending September 30,
2000.
All such Basic Monthly Rental shall be payable by Lessee in
accordance with the terms of Article 5 of the Lease.
III. OPERATING EXPENSES. Lessee shall pay for Lessee's Proportionate
Share of Operating Expenses in accordance with the terms of the
Lease, provided, however, for the period commencing on October 1,
1997 and ending on the Extended Termination Date, the calendar year
for the computation of the Initial Basic Costs Amount is amended
from 1992 to 1997.
IV. IMPROVEMENTS TO PREMISES.
A. CONDITION OF PREMISES. Lessee is in possession of the Premises
and accepts the same "as is" without any agreements,
representations, understandings or obligations on the part of
Lessor to perform any alterations, repairs or improvements,
except as may be expressly provided otherwise in this
Amendment.
B. COST OF IMPROVEMENTS TO PREMISES. Provided Lessee is not in
default, Lessee shall be entitled to receive an improvement
allowance (the "Extension Improvement Allowance") in an amount
not to exceed Twenty-Two Thousand One Hundred Seventy and
50/100 Dollars ($22,170.50)(i.e., $5.50 per square foot of the
Premises) to be applied toward the cost of performing
construction, alteration or improvement of the Premises,
including but not limited to the cost of space planning,
design and related architectural and engineering services.
Lessor shall be entitled to deduct from the Extension
Improvement Allowance all reasonable costs incurred by Lessor
in connection with obtaining a certificate of occupancy for
the Premises required by any applicable municipality or other
governmental agency. The entire unused balance of the
Extension Improvement Allowance, if any, shall accrue to the
sole benefit of Lessor. In the event the total cost of the
improvements to the Premises exceeds the Extension Improvement
Allowance, Lessee, provided it is not in default under this
Lease, shall have the right to borrow up to Eight Thousand
Sixty Two and noIlOO Dollars ($8,062.00) (the "Additional
Allowance") from Landlord in order to finance such excess
costs during the Lease Term. Any Additional Allowance borrowed
by Lessee hereunder shall be repaid to Lessor as Additional
Base Rental in equal monthly installments over the Extended
Term, together with interest at an annual rate equal to
thirteen percent (13%). Lessor shall pay the Extension
Improvement Allowance and the Additional Allowance, if any,
directly to the contractors retained to perform the
construction, design or related improvement work to the
Premises. In the event that Lessee is in default under this
Lease after the expiration of applicable cure periods, the
entire unamortized balance of the Additional Allowance
borrowed by Lessee shall become immediately due and payable
and, except to the extent required by applicable law, shall
not be subject to mitigation or reduction in connection with
a.reletting of the Premises by Lessor. In the event the total
cost of the improvements to the Premises exceeds the Extension
Improvement Allowance and the Additional Allowance, if any,
Lessee shall pay for such excess within fifteen (15) days
following demand.
C. RESPONSIBILITY FOR IMPROVEMENTS TO PREMISES. Any
construction, alterations or improvements to the Premises
shall be performed by Lessee using contractors selected by
Lessee and approved by Lessor and shall be governed in all
respects by the provisions of the Lease.
V. OTHER PERTINENT PROVISIONS. Lessor and Lessee agree that, effective
as of the Extension Date (unless different effective date(s) is/are
specifically referenced in this Section), the Lease shall be amended
in the following additional respects:
A. SECTION 1(K), "LESSOR'S ADDRESS" of the Lease shall be
deleted in its entirety and substituting the following
"Lessor:
Equity Office Properties
0000 Xxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Building Manager
With a copy to Lessor:
c/o Equity Office Properties Trust
Two Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel for Property Operations"
~A n~r
B. EXHIBIT "D", "RULES AND REGULATIONS" OF THE LEASE shall be modified
and amended by adding the following:
"25. Lessee shall not take any action to protest the appraised
value of the Building for ad valorem tax purposes without
Lessor's express consent."
VI. MISCELLANEOUS.
A. This Amendment sets forth the entire agreement between the parties
with respect to the matters set forth herein. There have been no
additional oral or written representations or agreements. Under no
circumstances shall Lessee be entitled to any Rent abatement,
improvement allowance, leasehold improvements, or other work to
the Premises, or any similar economic incentives that may have
been provided Lessee in connection with entering into the Lease,
unless specifically set forth in this Amendment.
B. Except as herein modified or amended, the provisions, conditions
and terms of the Lease shall remain unchanged and in full force
and effect.
C. In the case of any inconsistency between the provisions of the
Lease and this Amendment, the provisions of this Amendment shall
govern and control.
D. Submission of this Amendment by Lessor is not an offer to enter
into this Amendment but rather is a solicitation for such an offer
by Lessee. Lessor shall not be bound by this Amendment until
Lessor has executed and delivered the same to Lessee.
E. The capitalized terms used in this Amendment shall have the same
definitions as set forth in the Lease to the extent that such
capitalized terms are defined therein and not redefined in this
Amendment.
F. Lessee hereby represents to Lessor that Lessee has dealt with no
broker other than The Staubach Company in connection with this
Amendment. Lessee agrees to indemnify and hold Lessor, its
members, principals, beneficiaries, partners, officers, directors,
employees, mortgagee(s) and agents, and the respective principals
and members of any such agents (collectively, the "Lessor Related
Parties") harmless from all claims of any brokers other than The
Staubach Company claiming to have represented Lessee in connection
with this Amendment. Lessor hereby represents to Lessee that
Lessor has dealt with no broker other than The Staubach Company in
connection with this Amendment. Lessor agrees to indemnify and
hold Lessee, its members, principals, beneficiaries, partners,
officers, directors, employees, and agents, and the respective
principals and members of any such agents (collectively, the
"Lessee Related Parties") harmless from all claims of any brokers
other than The Staubach Company claiming to have represented
Lessor in connection with this Amendment.
G. This Amendment shall be of no force and effect unless and until
accepted by any guarantors of the Lease, who by signing below
shall agree that their guarantee shall apply to the Lease as
amended herein,. unless such requirement is waived by Lessor in
writing.
H. LESSEE HEREBY WAIVES ALL RIGHTS TO PROTEST THE APPRAISED VALUE OF
THE PROPERTY OR TO APPEAL THE SAME AND ALL RIGHTS TO RECEIVE
NOTICES OF REAPPRAISALS AS SET FORTH IN SECTIONS 41.413 AND 42.015
OF THE TEXAS TAX CODE.
IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Amendment as of
the day and year first above written.
LESSOR: SAN XXXXXX PLAZA, LTD., A TEXAS
LIMITED PARTNERSHIP
BY: EOP-San Felipe GP, L.L.C., a Delaware
limited liability company, its
general partner
By: EOP Operating Limited
Partnership, a Delaware limited
partnership, its sole member
By: Equity Office Properties Trust,
a Maryland real estate investment
trust, its managing general partner
By: /s/ XXXX XXXXXX
Name: Xxxx Xxxxxx
Title:Vice President - Leasing
LESSEE: TIDEL TECHNOLOGIES, INC., A
DELAWARE CORPORATION
By /s/ XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Principal Executive and Financial
Officer
