SECOND AMENDMENT TO LEASE AGREEMNT
This Second Amendment to Lease Agreement is dated to be effective as of July 1,
1998, and is made between Xxxxx X. Xxxxx, Xxxxx X. Xxxxx as Trustee of the
Xxxxxx Xxxxx Fall Trust, and Xxxxxx X. Xxxxxxx, Trustee of Xxxxx Children's
Trusts (the "Landlord") and Allstar Systems, Inc., a Delaware corporation (the
"Tenant"
RECITALS
A. By Lease Agreement dated June 24,1992 (the 'Original Lease"), Landlord
leased to Technicomp Corporation and Allstar Services, Inc. (the "Original
Tenant") the land and building known as 14202 and 00000 Xxxxxx Xxxx,
Xxxxxxx Xxxxxx, Xxxxx, as more particularly described in the Original Lease
(the "Demised Premises").
B. The Original Lease was amended by letter agreement between Landlord and
Tenant (the "First Amendment"). The Original Lease together with the first
Amendment Shall hereinafter collectively be referred to as the "Lease".
C. The Original Tenant assigned its interest in the Lease to Tenant.
D. The term of the Lease expires on June 30, 1998, and Landlord and Tenant
desire to extend the term and to amend and modify the Lease upon the terms
and conditions set forth below.
NOW. THEREFORE, in consideration of the mutual covenants contained herein and
for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant agree as follows:
1. Section 1.05 of the Lease is hereby amended to extend the Lease Term for an
additional five (5) years, commencing on July 1, 1998 and expiring on June
30, 2003.
2. Section 1.06 of the Lease is hereby amended to reflect that Rent shall be
S10,000.00 per month.
3. If Tenant is not in default under this Lease, and if Tenant pays to
Landlord the Early Termination Payment (defined below) in the manner set
forth below, then Tenant shall have the right to terminate this Lease in
accordance with the following provisions. Tenant's right to terminate this
Lease must be exercised by written notice to Landlord at least one hundred
fifty (150) days prior to the expiration of the third year of the Lease
Term, or Tenant shall have waived its right of termination. Time is of
essence in giving such notice. If Tenant properly gives such notice of
termination, then this Lease shall end as of the last day of the third year
of the Lease Term (the "Early Termination Date). The Lease shall terminate
on the Early Termination Date as if such date were the scheduled expiration
date of the Lease.
As a condition to exercising such right of termination, Tenant must pay to
Landlord, at the same time as Tenant gives its termination notice.
Twenty-five Thousand and No/1OO Dollars ($25,000.00) (the "Early
Termination Payment).
4. Landlord hereby consents to Tenant's performance of and Tenant hereby
agrees to perform, certain improvements to the Premises(,) at the Tenant's
cost except as otherwise set forth herein, and in accordance with the
provision below (the "Approved Improvements"). The Approved Improvements
are as follows:
a. HVAC repair work as more particularly describing in a letter dated
June 8, 1998, from West Mechanical to Tenant. Landlord shall reimburse
Tenant an amount not to exceed Two Thousand Three Hundred Ninety and
No/100 Dollars ($2,390.00) for this work.
b. Installation of 4 ton gas heat Arcoaire package unit in the Northeast
corner in accordance with HVAC Installation Agreement with West
Mechanical. Landlord shall reimburse Tenant an amount not to exceed
Five Thousand Two Hundred Forty and No/100 Dollars ($5,240.00) for
such work.
c. Five (5) year warranty and maintenance contract on all HVAC rooftop
equipment (including the unit described in (b) above) as set forth in
HVAC Warranty Agreement with West Mechanical. Landlord shall reimburse
Tenant an amount not to exceed Seven Hundred Fifty and No/100 Dollars
($750.00) per year for such work. Tenant agrees to keep in force the
maintenance contract required by West Mechanical to keep the warranty
in effect.
d. Replacement of driveway at South side of the Demised Premises as set
forth in a Proposal dated June 11, 1998, from Xxxxxxx Xxxxxxxxx
Construction Company. Landlord shall reimburse Tenant an amount not to
exceed Eleven Thousand Seven Hundred Forty-seven and 50/100 Dollars
($11,747.50) for such work.
e. Parking lot repairs at 14202 Proton, as set forth in the Proposal
dated June 2, 1998 from Xxxxxxx Xxxxxxxxx Construction Company.
Landlord shall reimburse Tenant an amount not to exceed Eight Thousand
and No/100 Dollars ($8,000.00) for such work.
Tenant or Tenant's contractors shall obtain all necessary permits and
approvals for the Approved Improvements. Tenant hereby assumes any and
all liability arising out of or relating to the Approved Improvements,
including any liability arising out of statutory or common law for any
and all injuries to or death of any and all persons (including but not
limited to Tenant's contractors and subcontractors and their
employees) and any liability for any and all damage to property caused
by, or resulting from, or arising out of any act or omission on the
part of Tenant, Tenant's contractors, subcontractors, and employees in
the performance of the Approved Improvements. Tenant agrees to insure
the foregoing assumed contractual liability in its liability policies
of insurance.
Landlord shall reimburse Tenant (am amount not to exceed in each
instance) the amounts set forth [in subsections (a) through (e)
above,] only after lien-free final completion of such work and receipt
by Landlord of proof that all bills in connection therewith have been
paid in full and all persons or entities with the right to file a lien
in connection therewith have finally waived and released their lien
rights in connection therewith in a manner satisfactory to Landlord.
5. Sections 16.1, 16.3, 16.5, and 16.6 of the Lease are hereby deleted in
their entirety.
6. The Option to Extend Term Lease Rider is hereby deleted in its
entirety.
7. In all other respects, the terms and provisions of the Lease remain
unchanged and the Lease, as modified and amended hereby, is hereby
ratified, adopted, and confirmed in all respects by Landlord and
Tenant and continues in full force and effect in accordance with the
terms, conditions, and provisions thereof as amended and modified
hereby.
SEE EXHIBIT 'A' ATTACHED.
IN WITNESS WHEREOF, this Second Amendment to Lease Agreement is hereby
executed as of the day and year first set forth above.
LANDLORD
Xxxxx X. Xxxxx, Xxxxx X. Xxxxx as Trustee of the Xxxxxx Xxxxx Fall Trust, and
Xxxxxx X. Xxxxxxx, Trustee of Xxxxx Children's Trusts.
By:
Xxxxx X. Xxxxx
By:
Xxxxx X. Xxxxx as Trustee of the Olivia Fall Trust
By:
Xxxxxx X. Xxxxxxx, Trustee of Xxxxx Children's Trusts,
by Xxxxxxx X. Xxxxxxxx, Attorney-in-fact.
TENANT
Allstar Systems, Inc.
a Delaware corporation
By: \\Xxxxxx X. Xxxxxxxx
Title: CFO
Exhibit "A"
Renewal Option. The landlord grants the tenant the right to renew its lease for
an additional term of three 3 years at the then prevailing market rate for
comparable buildings within a two mile radius. The Tenant must notify Landlord
at least four (4) months prior to the lease expiration of its intention to
renew.
Brokerage Fee: The Landlord agrees to pay The Staubach Company a fee equal to 4%
of the rent due for the noncancelable portion of the lease term. In addition,
the Landlord agrees to pay The Staubach Company a fee equal to 4% of the rent
due for years 4 and 5 provided ALLSTAR does not exercise its right to cancel.
The fee to Staubach for the noncancelable portion of the lease will be due
within 30 days after the Second Amendment is signed by tenant and landlord. The
fee for the remaining term will be due within 30 days after July 1, 2001.
Allstar Systems, Inc.
By:\\
Xxxxxx X. Xxxxxxxx
Chief Financial Officer
