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EXHIBIT 10.52
SUBLEASE AMENDMENT NO. 2
This Amendment No. 2 is to Sublease dated May 1, 1995, as amended by Amendment
No. 1 dated March 11, 1998, between XXXXXX X. XXXXXX, dba THE CELTIC INVESTMENT
CO., as Lessor and WORLD SECURITY SERVICES CORP., as Lessee. Lessor and Lessee
are jointly referred herein as the "parties".
NOW THEREFORE, the parties agree, good and sufficient consideration
having been given and received:
1. This Sublease Amendment shall be in effect ONLY upon the assumption
of the Sublease by Security Associates International, Inc.
2. This Sublease Amendment is effective as of October 1, 1998
("Effective Date"), and the new base year anniversary date is
amended to be October 1, 1998.
3. Paragraph 3 of the Sublease, Rental, is amended by the
substitutions of the following as of the Effective Date:
Rental: During the remaining Term of this Sublease, Lessee
shall pay Lessor Three Thousand Eight Hundred Twelve and 50/100
Dollars ($3,812.50) per month beginning with the Effective
Date, exclusive of the provisions in Paragraph 8, and with the
same sum due on the first day of each month thereafter. The
revised rental is based upon 3,300 square feet of finished
office area at the annual rate of $13.50 per square foot per
annum, and 150 square feet of storage area at $8.00 per square
foot per annum.
The monthly rentals due shall be paid at Lessor's offices: 0000
X. Xxxxxxx Xxxxxx; Portland, Oregon; 97217 (or such other
address as Lessor may designate in writing).
4. Paragraph 6 of the Sublease, as amended, alterations and
improvements, is amended by the substitution of the following as of
the effective date:
Alterations and Improvements to Prepare Subleased Premises for
Occupancy by the Lessee: As part consideration for Lessor
granting to Lessee this expansion opportunity, Lessee shall at
its own cost and expense, make and complete all interior
improvements and alterations in accordance with plans and
specifications prepared by Lessee and approved and initialized
by the parties hereto.
5. A new Paragraph 41 is added as follows:
41. Opportunity to Expand. Provided Lessee is not then in
default under this Sublease, Lessee shall have the right to
Sublease Suite 4599 of approximately 5,725 square feet as shown
on the attached Exhibit "A" until August 1, 1999, and such
expansion option shall terminate on August 1, 1999 (the
"Exercise Period"). This right to Sublease will be behind
Freightliner Corporation unless the right of Freightliner is
waived, which waiver of right has been requested by Lessor on
August 25, 1998. Such option shall be exercised by written
notice on or before the termination date. That is, the "Exercise
Notice", from Lessee to Lessor must be given within the Exercise
Period. In the event Lessee shall give Lessor Exercise Notice,
the monthly rent applicable to the Option Space shall be its
fair market rental value as of the date of the Exercise Notice.
Such fair market rental value shall be determined by Lessor in
good faith, based upon the then fair market value of comparable
premises in the building and comparable buildings in the general
vicinity. Lessee shall have the right to review Lessor's
calculations of fair market value. Lessee shall have the right,
within ten (10) days after receipt of such notice, to withdraw
its Exercise Notice, in which case this option right shall be of
no further force and effect and Lessor shall have the right to
sublease the Option Space to others. If no such withdrawal
notice is in its existing condition, any and all costs and
expenses incurred in the improvement of the first right of
refusal space shall be borne by Lessee. Any and all plans and
specifications for proposed construction work in the first right
of refusal space shall be first approved by Lessor in accordance
with Article 6 hereof, and any such construction work shall be
performed by a contractor approved by Lessor.
All other terms, conditions and provisions of the Sublease, as amended, not
expressly amended herein, shall remain in full force and effect.
Dated this 25th day of August, 1998.
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WORLD SECURITY SERVICES CORP.
By:
Title: President
"LESSEE"
X.X. XXXXXX, dba THE CELTIC INVESTMENT CO.
By:
Title: Agent for Celtic
"LESSOR"
