Exhibit 10
THIRD LEASE AMENDMENT
---------------------
AGREEMENT, made the 21st day of June, 2006, by and between 000 XXXX XXXXXX
LLC, with an office at 0 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, 00000, (hereafter
"Landlord") and GLOBAL PAYMENT TECHNOLOGIES INC., formerly known as COIN XXXX
VALIDATOR, INC., a corporation duly organized and existing under the law of the
State of New York, with an office at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000,
(hereafter "Tenant").
W I T N E S S E T H:
--------------------
WHEREAS, Landlord and Tenant entered into an Agreement of Lease, dated as
of September 21, 1994, for the leasing by Landlord and the hiring by Tenant, of
those certain premises in the building known as 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxx
Xxxx, as more particularly described in Exhibit "A" to the Agreement of Lease,
for the term, for the rent and on all such terms and conditions as set forth in
the Agreement of Lease; and
WHEREAS, Landlord and Tenant entered into a Lease Amendment, dated July 31,
1997, to the Agreement of Lease, for the leasing by Landlord and the hiring by
Tenant, of those certain additional premises in the building known as 000 Xxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx, as more particularly described in Exhibit "A" to
the Lease Amendment, for the term, for the rent and on all such terms and
conditions as set forth in the Agreement of Lease, as amended by the Lease
Amendment
WHEREAS, Landlord and Tenant entered into a Second Lease Amendment,
effective March 31, 2000, to the Agreement of Lease, whereby the term of the
lease was extended until June 30, 2006, for the rent and on all terms and
conditions as set forth in the Agreement of Lease, as amended by the Lease
Amendment and the Second Lease Amendment (the Agreement of Lease, as amended by
the Lease Amendment, and the Second Lease Amendment, the "Lease"); and
WHEREAS, the Lease is currently in full force and effect and Tenant is
occupying the premises; and
WHEREAS, the term of the Lease expires on June 30, 2006; and
WHEREAS, Tenant desires to extend the term of the Lease for an additional
period of one year from the present expiration date so that the term shall end
on June 30, 2007, on all of the terms and conditions as set forth in the Lease
and as set forth herein; and
WHEREAS, Landlord is agreeable to extending the term of the Lease for an
additional period of one year from the present expiration date so that the term
shall end on June 30, 2007, on all of the terms and conditions as set forth in
the Lease and as set forth herein;
NOW, THEREFORE, in consideration of the Lease, the mutual covenants and
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree as follows:
1. Landlord and Tenant hereby ratify and confirm the recitals.
2. Notwithstanding anything contained in the Lease, the Lease is hereby
amended to extend the term thereof for an additional period of one year from the
present expiration date thereof, so that the term of the Lease shall end on June
30, 2007, instead of June 30, 2006, unless such term shall sooner cease and
expire as in the Lease provided.
3. Paragraph 41 (A) of the Lease is amended by adding the following
subparagraph thereto:
(xv) For the period July 1, 2006 through June 30, 2007, Base Rent
shall be four hundred fifteen thousand six hundred thirty and 40/100
($415,630.40) dollars, payable thirty-four thousand six hundred thirty-five and
87/100 ($34,635.87) Dollars monthly.
All payments of Base Rent and additional rent shall be paid to Heartland
Associates LLC as agent for 000 Xxxx Xxxxxx LLC, until Tenant receives written
notice of any change thereto.
4. Tenant and Landlord each warrant and represent to the other that there
was no broker instrumental in bringing about or consummating this Third Lease
Amendment and neither Tenant nor Landlord have had any conversations with any
broker(s) in connection with this Third Lease Amendment. Tenant agrees to
indemnify, defend and hold Landlord harmless from and against any and all costs,
commissions, expenses, claims, suits, actions, judgments, etc., including
attorneys fees, of or by any broker for a commission or fee in connection with
this Third Lease Amendment by reason of a breach by the Tenant of the warranty
or representation contained herein.
5. Tenant acknowledges and agrees that Landlord has not offered to do, and
Landlord has no obligation to do, any work or make any repairs, alterations,
modifications, improvements, changes or additions to the premises in connection
with this Third Lease Amendment.
6. Tenant warrants and represents to Landlord that it has no cause of
action, whether at law or in equity, including without limitation, any
offset(s), counterclaim(s), or defense(s), with respect to the Lease.
7. This Third Lease Amendment may only be modified by a writing executed by
the parties hereto.
8. The covenants, conditions and agreements of this Third Lease Amendment
shall bind and inure to the benefit of Landlord and Tenant and their respective
heirs, distributees, executors, administrators, successors, and except as
otherwise provided in the Lease, their assigns.
9. This Third Lease Amendment and the Lease contain the entire
understanding and agreement between Landlord and Tenant with respect to the
subject matters contained therein; all prior agreements, both oral and written,
are merged herein and therein and are superseded hereby and thereby.
10. As hereinabove amended, changed or modified, the Lease is, and shall
remain, in full force and effect in accordance with its terms, and each and
every agreement, term, covenant and condition thereof is hereby ratified,
confirmed and continued.
IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their respective
hands as of the day and year first above written.
LANDLORD: 000 XXXX XXXXXX LLC
By: HEARTLAND ASSOCIATES LLC, Member
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Xxxxxx Xxxxxxx, Member
TENANT: GLOBAL PAYMENT TECHNOLOGIES INC. (formerly known as)
COIN XXXX VALIDATOR, INC.
By: /s/ Xxxxxxx XxXxxxx
----------------------------
Name: Xxxxxxx XxXxxxx
Title: Vice President & CFO
