Exhibit 10.23
THIRD AMENDMENT TO LEASE - Decatur, Alabama
THIS AMENDMENT is made this ________ day of August, 1998 by and between
UNITED DEVELOPMENT COMPANY UNITED, a Florida limited partnership having a
principal place of business at 0000 Xxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000
(hereinafter called "Landlord") and UFP TECHNOLOGIES, INC., a Delaware
corporation having a principal place of business at 000 Xxxx Xxxx Xxxxxx,
Xxxxxxxxxx, XX 00000 (hereinafter called "Tenant").
WHEREAS, Landlord and Tenant entered into and executed a lease dated as of
June 15, 1990, as extended and amended on December 31, 1992, January 1, 1996,
(the "Lease") for the Premises as more particularly described therein;
WHEREAS, Landlord and Tenant mutually desire to further amend and extend
the Lease and to make provisions for, without limitation, the construction of an
addition to the Building as more specifically described below;
NOW. THEREFORE, in consideration of the mutual covenants herein set forth
and of ONE DOLLAR and other good and valuable consideration, Landlord and Tenant
hereby agree to amend and do hereby amend the Lease, effective as of July 1,
1998, as follows:
1. The definitions of "Adjusted Basic Rent" and "Basic Rent" in Section
1.02 are deleted in their entirety.
2. The definition of "Building" in Section 1.02 is deleted in its entirety
and replaced with the following:
Building. The building containing approximately 36,000 square feet
of space (and any additions thereto or expansions thereof,
including, without limitation, the 11,250 square foot addition to be
completed in 1999 [the "Additional Space"]), located on the Land.
The Land and Building together are sometimes referred to as the
"Property."
3. Article 3. of the Lease is deleted in its entirety and replaced with
the following:
Term. The current extension of the Term of this Lease commenced on
July 1, 1998 and shall end at midnight, December 31, 2001, both
dates inclusive, unless extended or sooner terminated under the
provisions hereof; provided, however, that Tenant, at its sole
option, may elect to further extend said Term for one additional
3-year period (commencing on January 1, 2002 and ending at midnight
on December 31, 2005), the Basic Rent for such extended period to be
the lesser of (a) the fair market rent as of January 1, 2002, as
agreed upon by the parties, or, failing such agreement, established
pursuant to a commercially reasonable arbitration proceeding; and
(b) the rent for the current extension Term (as established in
Paragraph 3 of this Third Amendment) increased by the increase from
July 1, 1998 to December 31, 2001 in the Consumer Price Index (All
Items; Base 1982-84 = 100), published by the United States
Department of Labor, Bureau of Labor Statistics, for the area in
which the Premises are located.
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4. Section 4.02 of the Lease is deleted in its entirety and replaced with
the following:
Computation of Basic Rent. The Basic Rent for the current extension
of the Lease Term shall be the sum of $90,000 per annum; provided,
however, that upon completion of the Additional Space (which shall
be deemed to occur upon issuance of a Certificate of Occupancy by
the local authority having jurisdiction thereof), the Basic Rent
shall increase by $29,812.50 (calculated at $2.65 per square foot of
Additional Space) to a total of $119,812.50 per annum.
5. Section 6.02 is deleted in its entirety and replaced with the
following:
Increases in Taxes. Tenant shall pay to Landlord during the Lease
Term, as Additional Rent, within thirty (30) days of written demand
therefor from Landlord, the Taxes assessed against the Property
during any tax fiscal year (as reduced by abatements). If any
extension Term shall terminate without fault of the Tenant prior to
the end of the then current tax fiscal year, then said amount
payable by Tenant shall be prorated.
6. Article 8 is deleted in its entirety and replaced with the following:
ARTICLE 8
EXTERIOR MAINTENANCE
8.01 Tenant shall at Tenant's expense perform all needed periodic
maintenance and minor repairs to the exterior of the Building and
the structural elements thereof (including but not limited to
foundation, walls, roof, and the like). Tenant shall at Tenant's
expense perform all needed landscaping.
8.02 Landlord shall at Landlord's expense perform all replacements
of and major repairs to the Building and the structural elements
thereof (including but not limited to foundation, walls, roof, and
the like).
7. Section 15.01 is deleted in its entirety and replaced with the
following:
Insurance. Tenant shall, as Additional Rent, take out and maintain
throughout the Term the following insurance protecting Landlord and
Tenant as named insureds and with such additional insureds as
Landlord from time to time may designate, in such amounts and with
such insurance companies as Tenant deems appropriate, subject to
Landlord's reasonable approval: (a) commercial general liability
insurance with so-called "broad form" endorsement insuring Landlord
and Tenant against all claims and demands for injury to or death of
any person or damage to or loss of property which may be claimed to
have occurred on or about the Property, with an initial combined
single limit of at least $2,000,000; (b) workers' compensation
insurance with statutory limits covering all of Tenant's employees
working on the Property; (c) at all times during the course of any
construction or renovation of any improvements or alterations on the
Property, completed value form, "all physical loss," builder's risk
insurance on all work being performed on the Property; and (d) fire
and casualty insurance with extended coverage on all buildings and
improvements now existing or hereafter erected upon the Property.
Policies for all such insurance shall, in case of loss, be first
payable
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to the holders of any mortgages on the property under a standard
non-contributing mortgagee's clause, and shall be deposited with the
holder of such mortgage or with Landlord, as Landlord may elect.
Except as specifically amended hereby, the Lease remains in full farce and
effect.
EXECUTED as a sealed instrument as of the date first written above.
TENANT: UFP TECHNOLOGIES, INC. LANDLORD: UNITED DEVELOPMENT COMPANY
LIMITED
BY: /s/ Xxxxxx X. Xxxxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxxxx Name: XXXXXXX X. XXXXXX
Its: Chief Financial Officer General Partner
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