Exhibit 10.14
AMENDMENT NO. 4
TO LEASE
THIS AMENDMENT NO. 4 is made and entered into this 4th day of February,
1999, by and between XXXX XXXXXXXXX, Trustee, or his Successor Trustee UTA
dated July 20, 1977 (XXXX XXXXXXXXX SURVIVOR'S TRUST) (previously known as
the "Xxxx Xxxxxxxxx Separate Property Trust") as amended, and XXXXXXX X.
XXXXX, Trustee, or his Successor Trustee UTA dated July 20, 1977 (XXXXXXX X.
XXXXX SEPARATE PROPERTY TRUST) as amended, collectively as LANDLORD, and
XXX.XXX, Inc., a Delaware corporation, as TENANT.
RECITALS
A. WHEREAS, by Lease Agreement dated July 19, 1995 Landlord leased to
Tenant approximately 12,690 +/- square feet of that certain 48,000 +/- square
foot building located at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxx,
Xxxxxxxxxx, the details of which are more particularly set forth in said July
19, 1995 Lease Agreement, and
B. WHEREAS, said Lease was amended by Letter Agreement dated November 6,
1997, whereby Landlord consented to Tenant's assignment of said Lease from
First Virtual Corporation, a California corporation to First Virtual
Corporation, a Delaware corporation, and,
C. WHEREAS, said Lease was amended by Amendment No. 1 dated November 7,
1997 which added a Co-terminous paragraph and a Cross-default paragraph as
related to premises leased by Tenant from Landlord at 0000 Xxxxx Xxxx., Xxxxx
Xxxxx, Xxxxxxxxxx, and
D. WHEREAS, said Lease was amended by Amendment No. 2 dated April 2,
1998 which (i) increased the square footage of the Leased Premises by 9,696 +/-
square feet effective May 1, 1998 ("Phase I Increased Premises"), (ii)
increased the square footage of the Leased Premises by 2,561 +/- square feet
effective December 1, 1998 ("Phase II Increased Premises"), (iii) extended
the Lease Term for a period of four years and eight months, (iv) amended the
Basic Rent schedule and Aggregate Rent accordingly, (v) increased the
Security Deposit required under the Lease, (vi) increased Tenant's
non-exclusive parking spaces, (vii) amended the Management Fee charged to
Tenant, (viii) amended Lease Paragraph 19 ("Assignment and Subletting"), (ix)
replaced Lease Paragraphs 39 ("Limitation of Liability") and 47 ("Hazardous
Materials"), (x) deleted Paragraphs I ("Lease Terms Co-terminous") and 2
("Cross Default") to Amendment No. 1 dated November 7, 1997, and (xi) added a
paragraph ("Authority to Execute") to said Lease, and
E. WHEREAS, said Lease was amended by Amendment No. 3 dated May 27, 1998
which (i) deleted Paragraph 1.B. of Amendment No. 2 and increased the former
"Phase II Increased Premises" by increased the square footage of the Leased
Premises by a total of 25,614 +/- square feet effective December 1, 1998 to
reflect Tenant leasing one hundred percent of the Building, (ii) extended the
Lease Term for a period of two years and seven months, (iii) amended the
Basic Rent schedule and Aggregate Rent accordingly, (iv) increased the
Security Deposit required under the Lease, (v) increased Tenants
non-exclusive parking spaces, (vi) amended Lease Paragraph 19 ("Assignment
and Subletting"), and (vii) replaced Lease Paragraphs 7 ("Expenses of
Operation, Management, and Maintenance of the Common Areas of the Complex and
Building in which the Premises are Located"), 10 ("Tenant Maintenance") and
11 ("Utilities of the Building in which the Premises are Located"), and
F. Whereas, it is now the desire of the parties hereto to amend the
Lease by (i) acknowledging Tenant's name change from First Virtual
Corporation, a Delaware corporation to XXX.XXX, Inc., a Delaware corporation,
effective July 31, 1998, (ii) reducing the Basic Rent due under the Lease for
a six month period commencing January 1, 1999 and ending June 30, 1999, (iii)
extending the Lease Term by three years and seven months, and (iv) amending
the Basic Rent Schedule and Aggregate Rent under said Lease Agreement as
hereinafter set forth.
AGREEMENT
Now Therefore, for valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the hereafter mutual promises, the
parties hereto do agree as follows:
1. TENANT NAME CHANGE: Pursuant to information provided to
Landlord by Tenant, it is acknowledged by Landlord that effective on or about
July 31, 1998, Tenant "First Virtual Corporation", a Delaware corporation,
has changed its' name by Corporate Resolution to "XXX.XXX, Inc."), a Delaware
corporation; the change in name did not result in a change in ownership
structure and for all intents and purposes all the assets and liabilities of
First Virtual Corporation are now the assets and liabilities of XXX.XXX, Inc.
and XXX.XXX, Inc. will be responsible for the full performance of all terms,
covenants, and conditions of said Lease Agreement from the date of the Lease
(July 19, 1995) through the effective Termination Date of said Lease. In the
event there was a change in ownership or there is not a complete transfer of
100% of the assets and liabilities from First Virtual Corporation to XXX.XXX,
Inc. both companies agree to be jointly and severally liable for the full
terms and conditions of the Lease Agreement from through the Termination Date
of said Lease.
2. TERM OF LEASE: It is agreed between the parties that the Term
of said Lease Agreement shall be extended for an additional three (3) year
seven (7) month period, and the Lease Termination Date shall be changed from
November 30, 2005 to June 30, 2009.
3. BASIC RENT SCHEDULE: As an accommodation to Tenant and in
consideration of Tenant extending the Term of the Lease, Landlord has agreed
to reduce the Basic Rent due under the Lease for the period of January 1,
1999 through June 30, 1999 by $40,000.00 per month. The Basic Rent schedule,
as shown in Paragraph 4(A) of the Lease Agreement , shall be amended as
follows:
On January 1, 1999, the sum of Fifty Six Thousand and No/100
Dollars ($56,000.00) shall be due, and a like sum due on the first day of
each month thereafter, through and including April 1, 1999.
On May 1, 1999, the sum of Sixty Thousand Eight Hundred and No/100
Dollars ($60,800.00) shall be due, and a like sum due on the first day of
each month thereafter, through and including June 1, 1999.
2.
On July 1, 1999, the sum of One Hundred Five Thousand Six Hundred
and No/100 Dollars ($105,600.00) shall be due, and a like sum due on the
first day of each month thereafter, through and including April 1, 2000.
On May 1, 2000, the sum of One Hundred Thirteen Thousand Two
Hundred and No/100 Dollars ($113,200.00) shall be due, and a like sum due on
the first day of each month thereafter, through and including April 1, 2001.
On May 1, 2001, the sum of One Hundred Twenty Four Thousand Eight
Hundred and No/100 Dollars ($124,800.00) shall be due, and a like sum due on
the first day of each month theeafter, through and including April 1, 2003.
On May 1, 2003, the sum of One Hundred Twenty Seven Thousand Two
Hundred and No/100 Dollars ($127,200.00) shall be due, and a like sum due on
the first day of each month thereafter, through and including April 1, 2004.
On May 1, 2004, the sum of One Hundred Twenty Nine Thousand Six
Hundred and No/100 Dollars ($129,600.00) shall be due, and a like sum due on
the first day of each month thereafter, through and including April 1, 2005.
On May 1, 2005, the sum of One Hundred Thirty Two Thousand and
No/100 Dollars ($132,000.00) shal be due, and a like sum due on the first day
of each month theeafter, through and including April 1, 2006.
On May 1, 2006 the sum of One Hundred Thirty Six Thousand Eight
Hundred and No/100 Dollars ($136,800.000) shall be due, and a like sum due on
the first day of each month therafter, though and including April 1, 2007.
On May 1, 2007, the sum of One Hundred Forty One Thousand Six
Hundred and No/100 Dollars ($141,600.00) shall be due, and a like sum due on
the first day of each month thereafter, through and including April 1, 2008.
On May 1, 2008, the sum of One Hundred Forty Six Thousand Four
Hundred and No/100 Dollars (141,400.00) shall be due, and a like sum due on
the first day of each month thereafter, through and including April 1, 2009.
On May 1, 2009, the sum of One Hundred Fifty One Thousand Two
Hundred and No/100 Dollars ($151,200.00) shall be due, and a like sum due on
the first day of each month thereafter, through and including April 1, 2009.
The Aggregate Rental shall be increased by $6,408,000.00, or from
$10,207,325.03 to $16,615,325.03.
4. SECURITY DEPOSIT. Tenant's Security Deposit shall remain
$259,200.00.
EXCEPT AS MODIFIED HEREIN, all other terms, covenants, and conditions of
said July 19, 1995 Lease Agreement shall remain in full force and effect.
3.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No.
4 to Lease as the day oand your last written below.
LANDLORD: TENANT:
XXXX XXXXXXXXX, XXX.XXX, INC.
Survivor's Trust a Delaware corporation
/s/ Xxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxxxx
---------------------------------- -----------------------------------
Xxxx Xxxxxxxxx, Trustee Xxxxx Xxxxxxxxx, Chairman
Date: 2/24/99 Date 2/23/99
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XXXXXXX X. XXXXX SEPARATE
PROPERTY TRUST
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Trustee
Date: 2/24/99
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4.
