EXHIBIT 10.11
RIDER TO CONSOLIDATED, AMENDED AND RESTATED DEED OF LEASE
RIDER NO. THREE
THIS RIDER TO CONSOLIDATED AMENDED AND RESTATED DEED OF LEASE AGREEMENT, made
this 15 day of May, 1998 by and between A & A Fairfax Four L.L.C. as successor
in interest to The Variable Annuity Life Insurance Company (hereinafter referred
to as "Landlord"), and Stanford Telecommunications, Inc. (hereinafter referred
to as "Tenant").
WITNESSETH THAT:
WHEREAS, Landlord and Tenant entered into a CONSOLIDATED, AMENDED AND RESTATED
DEED OF LEASE dated October 1, 1993 (hereinafter the "Lease"); and
WHEREAS, Landlord and Tenant entered into Rider No. 1 to the CONSOLIDATED,
AMENDED AND RESTATED DEED OF LEASE dated June of 1995; and,
WHEREAS, Landlord and Tenant entered into Rider No. 2 to the CONSOLIDATED,
AMENDED AND RESTATED DEED OF LEASE dated September 30 of 1996; and,
WHEREAS, Landlord and Tenant desire to further modify the Lease so as to extend
the Lease under the terms as set forth herein.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, the parties hereto agree as follows:
1. Terms. All terms used and not defined herein shall have the same meaning as
set forth in the Lease.
2. Premises. The Premises as defined in the Lease, shall be deemed to include
the Second Expansion Space (as defined in Section 4 herein) effective July 1,
1998 and shall total 79,659 rentable square feet subject to the adjustment
provided in Section 6 herein.
3. Extension Term. The Term of the Lease currently expires on September 30, 1999
and the parties hereby agree to extend the Term of the Lease for a period of
Seven (7) years terminating at 11:59 P.M. on September 30, 2006 (the "Extension
Term").
4. Additional Space. Commencing July 1, 1998, Landlord shall deliver and Tenant
hereby accepts, a portion of the first floor comprising of 1,687 rentable square
feet of additional space as outlined on the attached Exhibit A ("Second
Expansion Space"). For the period July 1, 1 998 through September 30, 1999, the
Base Rent for the Second Expansion Space shall be $1,000.00 per month.
5. Tenant's Proportionate Share. Effective July 1, 1998, Tenant's Proportionate
Share of Operating Expenses and Real Estate Taxes as defined in Section 1.9 of
the Lease shall be increased to 83.65%. Tenant's Proportionate Share of
Operating Expenses and Real Estate Taxes shall be further adjusted in accordance
with Section 6.
6. Subleased Premises. It is understood and acknowledged that Tenant and
Lockheed Xxxxxx as successor in interest to Loral Corporation have entered into
a Sublease agreement dated August of 1994 (the "Sublease"). The Sublease is
governed by a certain lease agreement between Lockheed Xxxxxx as successor in
interest to Loral Corporation and Landlord, as amended (hereinafter referred to
as the "Lockheed Lease"). The Sublease is comprised of approximately 13,521,
located on the third (3rd) floor of
the Building (the "Subleased Premises"). It is further understood that upon the
expiration of the Lockheed Lease, either through its natural expiration or by
early termination of the Lockheed Lease in accordance with the terms contained
therein, the Subleased Premises shall be incorporated into the Premises and the
rentable area which comprises the Premises shall be increased to 93,180 rentable
square feet. Accordingly, Tenant's Proportionate Share of Operating Expenses and
Real Estate Taxes as defined in Section 1.9 of the Lease shall be increased to
97.85% immediately upon the expiration of the Lockheed Lease. For the purposes
of the schedule of Base Rent set forth in Section 7 herein, it is assumed that
the Sublease shall expire at its natural expiration of November 30, 2001.
Notwithstanding anything to the contrary, in the event the Lockheed Lease is
terminated prior to its natural expiration for any reason whatsoever, the
Subleased Premises shall then immediately be incorporated into the Premises in
accordance with this paragraph and the base Rent schedule shall be adjusted so
as to incorporate the Subleased Premises. The Base Rent for the Subleased
Premises at the expiration of the Lockheed Lease shall be the then escalated
rate for the Premises on a per square foot basis (see Section 7).
7. Adjustment of Rent. In addition to all Base Rent and other sums to be paid by
the Tenant pursuant to the Lease Tenant agrees to pay the following amounts of
Base Rent for the Extension Term:
----------------------- -------------------- ------------------ --------------------- ---------------------
LEASE YEAR RENTABLE BASE RENT ANNUAL MONTHLY
SQUARE FEET PER S.F. BASE RENT BASE RENT
----------------------- -------------------- ------------------ --------------------- ---------------------
10/1/99-9/30/00 79,659 $20.60 $1,640,975.40 $136,747.95
----------------------- -------------------- ------------------ --------------------- ---------------------
10/1/00-9/31/01 79,659 $21.22 $1,690,204.66 $140,850.39
----------------------- -------------------- ------------------ --------------------- ---------------------
10/1/01-1/30/01 79,659 $21.85 $1,740,910.80 $145,075.90
----------------------- -------------------- ------------------ --------------------- ---------------------
12/1/01-9/30/02 93,180 $21.85 $2,036,406.04 $169,700.50
----------------------- -------------------- ------------------ --------------------- ---------------------
10/1/02-9/30/03 93,180 $22.51 $2,097,498.22 $174,791.52
----------------------- -------------------- ------------------ --------------------- ---------------------
10/1/03-9/30/04 93,180 $23.19 $2,160,423.16 $180,035.26
----------------------- -------------------- ------------------ --------------------- ---------------------
10/1/04-9/30/05 93,180 $23.88 $2,225,235.86 $185,436.32
----------------------- -------------------- ------------------ --------------------- ---------------------
10/1/05-9/30/06 93,180 $24.60 $2,291,992.94 $190,999.41
----------------------- -------------------- ------------------ --------------------- ---------------------
For the purposes of the schedule above, it is assumed that the Sublease shall
survive until the natural expiration of its term. In the event the Sublease is
terminated prior to its natural expiration for any reason whatsoever, the
schedule above shall be adjusted to include the Subleased Premises.
8. Improvements to the Premises. Tenant accepts the Premises in its absolute
"as-is" condition. The cost of any additional improvements will be paid directly
by Tenant and shall be deemed Additional Rent as defined in the Lease. All
improvements shall be completed in accordance with Sections 13.2 and 13.3.
Notwithstanding the above, Landlord shall contribute a total of two hundred
twenty thousand dollars ($220,000) towards the cost of improvements to the
Premises (the "Allowance"). The Allowance shall be funded in accordance with the
following schedule; (I) Landlord shall provide $140,000 on or about September 1,
1999 and (ii) $80,000 at the conclusion of the fourth Lease Year for the Term so
extended (i.e. September 30, 2003). Each installment of the Allowance shall be
funded within 45 days of Tenant's written request to Landlord.
9. Assignment and Subletting. Notwithstanding anything contained in the Lease to
the contrary, Tenant and Landlord shall share equally in any sublease or
assignment revenue which exceeds the Rent for the proposed sublease premises,
less the costs of Tenant's reasonable transaction fees directly incurred as a
result of the proposed sublease/assignment. Tenant shall provide Landlord with a
detailed accounting of all transaction fees (including invoices from 3rd party
vendors/consultants) within thirty (30) days of the proposed sublease/assignment
effective date. It is specifically understood that the language contained herein
shall supersede the Lease
10. Base Year for Operating Expenses and Real Estate Taxes. Effective September
1, 1999, the Base Year for Operating Expenses and Real Estate Taxes, as defined
in Section 1.8 of the Lease (as more specifically defined in Sections 7 and 8
respectively), shall be adjusted to reflect a Base Year cost of $7.20 per square
foot and upon such date all references to the "Calendar Year 1993" as the Base
Year shall be deleted. As such, Tenant shall be required to pay its Pro-Rata
share of Operating Expenses and Real Estate Taxes which exceed the new Base Year
amount (i.e. $7.20 per s.f.) provided however that Tenant shall not be required
to make such payment prior to January 1, 2000. All other terms of the Lease
governing Operating Expenses and Real Estate Taxes shall apply, specifically
including any cap on Operating Expenses provided therein.
11. Option To Extend. As long as Tenant has not been in Default more than three
(3) times during the Term of the Lease as so extended by this Rider No. Three
and is not in an Event of Default under the Lease at the time of its exercise of
this option, Tenant shall have one (1) option to extend this Lease in accordance
with the provisions of this paragraph for an additional term of three (3) years,
on all the same terms and conditions with the exception of Base Rent payable
under Section 2 of the Lease, which shall be Landlord's then prevailing fair
market value being charged by landlord's for space reasonably comparable to the
Premises. If Tenant elects to exercise the foregoing option to extend, it shall
give Landlord written notice of its election to do so on or before the date
which is two hundred and twenty (220) days prior to the expiration of the Term
of the Lease, but not prior to three hundred twenty (320) days prior to the
expiration of the Term of the Lease, time being of the essence, which notice
shall also request that Landlord shall furnish Tenant with the base rent for the
extended term which shall be derived using Landlord's reasonable estimate of the
fair market rate for space comparable to the Premises. Landlord shall furnish
Tenant within thirty (30) days of receipt of Tenant's notice of exercise with
the base rent figure for the term extension. Provided, however, in the event
Landlord and Tenant have not signed an amendment to this Lease for any reason
confirming the extended term of the Lease and setting forth the base rent for
that term by a date which is no less than one hundred and eighty (180) days
prior to the expiration of the Term of the Lease, time being of the essence,
then Tenant's extension of the Lease shall be deemed null and void and this
Lease shall expire on the termination date as if the above extension option had
not been exercised. This option to extend is personal to Tenant only, and is not
assignable. Tenant has no option(s) to extend this Lease except as set forth in
this paragraph.
12. Brokerage Landlord and Tenant acknowledge that no real estate broker, agent
or finder, other than Cambridge Property Group Limited Partnership as Agent for
Landlord, has been involved in procuring or otherwise negotiating this
transaction on either parties behalf. Further Tenant shall indemnify, defend and
hold harmless Landlord against and from any claims made by any other agent or
finder claiming to represent Tenant. Notwithstanding the above, Landlord agrees
to pay Cambridge Property Group Limited Partnership a commission based upon the
terms contained in a separate written agreement between the parties.
13. Ratification. Except as specifically modified herein, all terms and
conditions of the Lease are hereby ratified by the parties hereto and shall
remain in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Rider as of the date
first written above.
WITNESS: LANDLORD: A & A Fairfax Four L.L.C.
By: Cambridge Asset Advisors Limited Partnership,
As Agent
By: Cambridge Property Advisors, Inc., as General
Partner
/s/ Xxxxxx X. Xxxxxx
--------------------
Xx. Xxxxxx X. Xxxxxx
Chairman
WITNESS: TENANT: Stanford Telecommunications, Inc.
/s/ Xxxxxxx Xxxxxxxxx
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Xx. Xxxxxxx Xxxxxxxxx
Vice President
