Exhibit 10.14.1
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "FIRST AMENDMENT") is made as of the
5th day of January, 2004, by and between XXXXXXX-XXXXX, L.L.C., a Delaware
limited liability company ("LANDLORD") and HANOVER CAPITAL PARTNERS LTD., a New
York corporation ("TENANT").
BACKGROUND
A. Landlord and Tenant entered into an Office Lease, dated as of January
29, 1999 (the "ORIGINAL LEASE"), pursuant to which Landlord leases to Tenant
Suite 1338 (the "ORIGINAL PREMISES"), consisting of approximately 1,151 rentable
square feet, in the building located at 0000 X. XxXxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx (the "BUILDING").
B. Landlord and Tenant desire by the instrument to amend the Original
Lease to, among other things, relocate the Original Premises and extend the term
of the Original Lease.
TERMS
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:
1. Definitions.
(a) The term "LEASE" as used herein and in the Original Lease shall
mean and refer to the Original Lease as amended by this First Amendment.
(b) All terms used herein shall have the meanings ascribed to them
in the Lease unless otherwise defined herein.
2. Extension of Term. The Term is hereby extended to January 31, 2009.
All references in the Lease to the Expiration Date shall be deemed to refer to
the last day of the Term as extended by this First Amendment.
3. Relocation of Current Premises. Effective as of February 1, 2004
("NEW PREMISES COMMENCEMENT DATE"), the Original Premises shall be relocated (at
Tenant's sole cost and expense) to Suite 1331 located on the thirteenth floor of
the Building, consisting of approximately 423 rentable square feet (the "NEW
PREMISES"). The New Premises are more particularly depicted on Exhibit A
attached hereto and made a part hereof. From and after the New Premises
Commencement Date, all references in the Lease to the "Premises" shall be deemed
to mean the New Premises.
4. Surrender of Original Premises. As of the New Premises Commencement
Date, Tenant shall surrender the Original Premises in accordance with the terms
and provisions of the Original Lease, including but not limited to, Section 16
of the Original Lease, Surrender. If the Tenant fails to surrender the Original
Premises as required herein, Tenant shall be in default of the Lease and subject
to all of the terms and conditions of Section 17 and Section 18 of the
Original Lease, including, without limitation, the payment of holdover rent for
the Original Premises.
5. Tenant's Proportionate Share. As of the New Premises Commencement
Date, Tenant's Proportionate Share of Operating Expenses & Taxes (as defined
in Section 1.4 of the Original Lease) shall be deemed to be 0.0484%.
6. Net Lease. Landlord and Tenant acknowledge that the Original Lease is
currently a modified "net" lease, whereby Tenant pays Tenant's Proportionate
Share of Operating Expense & Taxes over the Base Expense Year and Base Tax Year.
With this First Amendment, Landlord and Tenant desire to change the Lease to a
pure "net" lease, whereby Tenant shall pay Tenant's Proportionate Share of
Operating Expenses & Taxes without regard to a base year. Accordingly, as of the
New Premises Commencement Date, the Base Expenses or Base Expenses Year as
defined in Section 1.5 of the Original Lease shall be "0" and the Base Taxes or
Base Tax Year as defined in Section 1.6 of the Original Lease shall be "0."
7. Expenses. Section 3.1.3 of the Lease is hereby modified by replacing
the phrase "95%" in each instance where such phrase appears within such section
with the phrase "100%."
8. Base Rent. (a) As of the New Premises Commencement Date, Tenant shall
pay Base Rent in accordance with the following schedule:
-------------------------------------------------------------------------------
BASE RENT
PER RENTABLE ANNUAL BASE MONTHLY BASE
PERIOD SQUARE FOOT RENT RENT
-------------------------------------------------------------------------------
2/1/04 to 1/31/05 $7.50 $3,172.50 $264.38
-------------------------------------------------------------------------------
2/1/05 to 1/31/06 $8.00 $3,384.00 $282.00
-------------------------------------------------------------------------------
2/1/06 to 1/31/07 $8.50 $3,595.50 $299.63
-------------------------------------------------------------------------------
2/1/07 to 1/31/08 $9.00 $3,807.00 $317.25
-------------------------------------------------------------------------------
2/1/08 to 1/31/09 $9.50 $4,018.50 $334.88
-------------------------------------------------------------------------------
(b) Tenant shall pay all Rent in the manner and at the time set forth
in the Lease.
9. Condition of New Premises. Tenant acknowledges and agrees that it
shall take possession of the New Premises in an "as-is" condition, without any
representations from Landlord as to the repair or the condition of the New
Premises or with respect to the suitability or fitness of the New Premises for
Tenant's use. Tenant's taking possession of the New Premises shall be conclusive
evidence that the New Premises are in good order and satisfactory condition when
Tenant took possession. No agreement of Landlord, the managing or leasing agent
of the Building or their respective agents, partners or employees to alter,
remodel, decorate, clean or improve the New Premises or the Building (or to
provide Tenant with any credit or allowance for the same), and no
representations regarding the condition of the New Premises or the Building,
have been made by or on behalf of Landlord or such other parties or relied upon
by Tenant, except as expressly set forth in Section 10 of this First Amendment.
2
10. Alterations. Tenant may make certain alterations to the New Premises
(the "ALTERATIONS"). If Tenant shall make any Alterations, it shall do so in
accordance with the terms and provisions of the Lease, including, but not
limited to, Section 10 of the Original Lease. If Tenant makes such Alterations,
upon completion of the Alterations, Tenant shall furnish Landlord with full and
final waivers of liens and contractors' affidavits and statements, in such form
as may be required by Landlord, Landlord's title insurance company and
Landlord's construction or permanent lender, if any, from all parties performing
labor or supplying materials or services in connection with the Alterations
showing that all of said parties have been compensated in full and waiving all
liens in connection with the Premises and Building. Tenant shall submit to
Landlord a detailed breakdown of Tenant's total construction costs, together
with such evidence of payment as is reasonably satisfactory to Landlord. So long
as an event of default has not occurred under the Lease, as amended hereby, and
Tenant has submitted to Landlord the detailed breakdown of Tenant's total
construction costs, within thirty (30) days of Tenant's written request during
the Term, Landlord shall make a dollar contribution in the amount of Four
Hundred Twenty Three and NO/100 Dollars ($423.00) for application to the extent
thereof to the cost of the Alterations ("LANDLORD'S CONTRIBUTION"). If the cost
of the Alterations exceeds Landlord's Contribution, Tenant shall have sole
responsibility for the payment of such excess cost. If the cost of the
Alterations is less than Landlord's Contribution, Tenant shall be entitled to a
credit against Rent from Landlord for such unused portion of the Landlord's
Contribution.
11. Notices. For purposes of Section 26 of the Original Lease, all
notices and demands to Tenant shall be sent to the following address: Hanover
Capital Partners, Ltd., 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx
00000, Attention: Xxxxxx X. Xxxxxxxxx; with a copy to: Xxxxx Xxxx, Chief
Financial Officer, Hanover Capital Mortgage Holdings, Inc., 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxx Xxxxxx 00000.
12. Brokers. Landlord and Tenant each represents to the other that it has
no dealings with brokers other than Prime Group Realty Services, Inc. (the
"BROKER") in connection with this First Amendment and that, insofar as Landlord
and Tenant knows, no other brokers negotiated this First Amendment or are
entitled to any commission in connection herewith. Tenant agrees to indemnify,
defend and hold Landlord, its property manager and their respective employees
harmless from and against all claims, demands, actions, liabilities, damages,
costs and expenses (including, attorneys' fees and expenses) arising from either
(i) a claim for a fee or commission made by any broker, other than the Broker,
claiming to have acted by or on behalf of Tenant in connection with this First
Amendment, or (ii) a claim of, or right to, lien under the laws of the state of
Illinois relating to real estate broker liens with respect to any such broker
retained by, or claiming to have been retained by, Tenant.
13. Full Force and Effect. Except as in the First Amendment specifically
provided, the Lease shall remain unchanged and in full force and effect.
14. Conflicts. This First Amendment and the Lease shall be deemed one
instrument and in the event of a conflict between this First Amendment and the
Lease, the terms and provisions of this First Amendment shall, in all instances
and for all purposes, control.
3
15. Counterparts. This First Amendment may be executed in any number of
counterparts each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
16. Time of Essence. Time is of the essence of this First Amendment.
17. Submission. Submission of this First Amendment by Landlord or
Landlord's agent, or their respective agents or representatives, to Tenant for
examination and/or execution shall not in any manner bind Landlord and no
obligations on Landlord shall arise under this First Amendment unless and until
this First Amendment is fully signed and delivered by Landlord and Tenant;
provided, however, the execution and delivery by Tenant of this First Amendment
to Landlord or Landlord's agent or their respective agents or representatives,
shall constitute an irrevocable offer by such Tenant to enter into the
transactions contemplated by this First Amendment on the terms and conditions
herein contained, which offer may not be revoked for fifteen (15) days after
such delivery.
18. No Default. Tenant represents, warrants and covenants that to the best
of Tenant's knowledge, Landlord and Tenant are not in default of any of their
respective obligations under the Lease and no event has occurred which, with the
passage of time or the giving of notice, or both, would constitute a default by
either Landlord or Tenant thereunder.
[balance of page intentionally blank]
4
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this First Amendment and it shall be effective on the date first
written above.
LANDLORD:
XXXXXXX-XXXXX, L.L.C., a Delaware limited
liability company
By: Prime Group Realty, L.P., a Delaware limited
partnership, its Administrative Member
By: Prime Group Realty Trust, a Maryland real
estate investment trust, its Managing
General Partner
By: /s/ Illegible
_________________________________________
Its: V.P. Asset Management
_________________________________________
By: /s/ Illegible
_________________________________________
Its: President
_________________________________________
TENANT:
HANOVER CAPITAL PARTNERS LTD.
By: /s/ Illegible
___________________________________________________
Its: Senior Managing Director
___________________________________________________
