EXHIBIT
10.32
FIRST AMENDMENT TO
LEASE
THIS FIRST
AMENDMENT is executed effective the 2nd day of April, 2008, by and
between the undersigned Landlord (“Landlord”), and
Merix Corporation, an Oregon corporation
(“Tenant”).
RECITALS :
A. Landlord
and Tenant are parties to that certain Lease dated February 9, 2007
(the “Lease Agreement”). Pursuant to the
Lease Agreement, Tenant occupies 11,984 rentable square feet on the
2 nd Floor of the Building at 15725 SW Greystone
Court in Beaverton, Oregon. The defined, capitalized
terms used in the Lease Agreement shall have the same meanings when
used herein.
B. Landlord
and Tenant desire to add to the Premises certain additional space
located on the 2nd floor of the Building, depicted on Exhibit
“A” hereto (the “Additional
Space”). The Additional Space is agreed to contain
7,082 rentable square feet.
NOW, THEREFORE, for good and valuable
consideration, the receipt and adequacy of which are acknowledged
by each of the parties hereto, it is agreed as follows.
1. Lease of
Additional Space . Landlord hereby leases to Tenant
and Tenant hereby leases from Landlord the Additional
Space. The Additional Space is hereby made a part of the
Premises under the Lease Agreement for all purposes. The
leasing of Additional Space is upon all of the terms and conditions
of the Lease Agreement, except as provided
herein. Commencing upon delivery of possession of the
Additional Space, the Premises shall be deemed to be a total of
19,066 rentable square feet.
2. Lease
Provisions Regarding Additional Space .
2.1 Delivery of
Additional Space . Possession of the Additional
Space shall be delivered to Tenant, and Tenant agrees to accept the
same, on the date certified by Landlord as being when the same is
“Ready For Occupancy” (as defined in the Work Letter
which is attached hereto as Exhibit “B”
). The parties anticipate delivery of possession of the
Additional Space on or about August 1, 2008. Landlord
shall have no liability if the Additional Space is not delivered by
such date. Except for “Landlord’s
Work”, as defined below, the Additional Space shall be
delivered to Tenant in its “AS IS”
condition.
2.2
Landlord’s Work . Landlord shall install
and construct in the Additional Space the Landlord’s Work
pursuant to the Work Letter.
2.3 Base Rent
. In addition to the monthly rental already required by
the Lease Agreement, monthly Base Rent shall be payable with
respect to the Additional Space commencing on the date the
Additional Space is Ready for Occupancy. Based on the
parties’ assumption that the Additional Space will be Ready
for Occupancy as of August1, 2008, then commencing on such date,
the monthly Base Rent under the Lease Agreement shall be increased
as follows during the Lease Term (the increase is calculated at
$21.02 per rentable square feet of the Additional Space escalated
at 3% each May 1):
|
Time Period
|
Additional Space
Base Rent Amount
|
Total Base Rent Amount for
Premises
|
|
08/01/08 – 04/30/09
|
$12,405.30
|
$33,492.14
|
|
05/01/09 – 04/30/10
|
$12,777.46
|
$34,496.91
|
|
05/01/10 – 04/30/11
|
$13,160.79
|
$35,531.83
|
|
05/01/11 – 04/30/12
|
$13,555.61
|
$36,597.78
|
|
05/01/12– 04/30/13
|
$13,962.28
|
$37,695.71
|
|
05/01/13 – 04/30/14
|
$14,381.15
|
$38,826.58
|
|
05/01/14 – 08/31/14
|
$14,812.58
|
$39,991.38
|
If the Additional Space is delivered later than
August 1, 2008, then Tenant shall have no obligation to pay any
Rent in respect of the period of delay beginning on August 2, 2008
through the date the Additional Space is Ready for
Occupancy. Tenant shall have access to the Premises from
July 1, 2008 onward for installation of fixtures and
furnishings. No Rent shall be payable in respect of the
Additional Space for any period of access prior to the date the
Landlord certifies the same as being Ready for
Occupancy.
2.4 Rent Credit
. Pursuant to the Work Letter, Landlord will pay the
costs of Landlord’s Work up to a maximum of the TI Allowance
specified in Section 1.1(b) of the Exhibit B Work
Letter. If such costs are less than the TI Allowance,
then any unused portion of the TI Allowance, up to $4.00 per
rentable square foot of the Additional Space, may be used by Tenant
to reduce Base Rent which accrues in 2008 after delivery of the
Additional Space.
2.5 Term
. The term of this Lease Agreement, as to the 19,066
square foot Premises including the Additional Space, shall expire
on August 31, 2014.
2.6 Operating
Costs . The Base Year of Operating Costs applicable
to the Premises, including the Additional Space, shall be
2007. “Lessee’s Proportionate Share”
will be increased, commencing when the Additional Space is Ready
for Occupancy, to 39.267% of the Building and 9.829% of the
Project.
2.7 Security
Deposit . Upon execution of this First Amendment,
Tenant shall pay to Landlord $15,000 to be added to the Security
Deposit held pursuant to the Lease, making the Security Deposit a
total of $40,178.80.
3. Expansion Right
of First Refusal .
3.1 Former
Right. Section 2.07 of the Lease Agreement is
hereby deleted.
(a) The "Expansion
Space" is the space located on the 2nd Floor shown on Exhibit
“C” . At any time during the initial
Term of this Lease that Landlord receives or is prepared to issue a
letter of intent to lease the Expansion Space or any portion of it
to a third party prospective lessee, other than a lessee who would
be renewing or extending its occupancy of such space (whether or
not pursuant to a contractual right to do so), Landlord shall
communicate to Tenant, in writing, the financial consideration and
other financial terms of such letter of
intent. Landlord's communication shall constitute an
offer to Tenant to lease the Expansion Space or applicable portion
thereof on the terms set forth in such communication and otherwise
on the terms set forth in Lease. Tenant specifically
acknowledges that a third party may be willing to lease the
Expansion Space for a term which is longer than the unexpired
balance of the initial term of this Lease, or as part of a larger
space. Therefore, Landlord may offer the Expansion Space
or the applicable portion thereof to Tenant on terms which require
Tenant (i) to extend the balance of the Term of this Lease (at a
rent acceptable to Landlord) to coincide with the length of the
term being considered with respect to the third party, (ii) to
lease the entirety of the larger space, and/or (iii) to agree to
other conditions designed to protect Landlord's
interest.
(b) Tenant shall have
until 5:00 p.m. on the tenth (10 th ) day
following receipt of Landlord's communication to execute an
amendment hereto with Landlord for the space offered by Landlord's
communication, on the terms set forth in this Lease and in
Landlord's communication. Should Tenant fail to execute
such a lease or amendment, or otherwise indicate rejection of such
communication, Landlord may negotiate with the intended third party
and execute a lease with such third party on any terms negotiated,
whether similar or dissimilar to those originally communicated to
Tenant, so long as Landlord's communication to Tenant was made in
good faith; provided, if the Base Rent or improvement allowance, if
any, offered to the third party is changed in favor of the third
party by more than ten percent (10%), then a new offer must be made
to Tenant pursuant to this provision. If a lease with
the third party is signed, this shall terminate Tenant's rights
hereunder as to the Expansion Space. If a lease with the
third party is not signed, the Expansion Space shall again be
subject to this right of First Refusal.
(c) As a condition to
Landlord executing an amendment with Tenant under this Section,
Landlord shall have the right to review then current financial
statements of Tenant. If Landlord is not satisfied, in
its discretion, with the financial condition of Tenant, as
demonstrated by such financial statements, then La
