EXHIBIT 10.2
FIRST LEASE AMENDMENT
CWP/JLC/kt
02/05/09
FIRST LEASE
AMENDMENT
THIS FIRST LEASE AMENDMENT (the
“Amendment”) is executed this 23rd day of
February , 2009, by and between DUKE REALTY OHIO, an Indiana
general partnership (“Landlord”), and PINNACLE DATA
SYSTEMS, INC., an Ohio corporation
(“Tenant”).
W I T N E S
S E T H :
WHEREAS, Landlord and Tenant entered
into a certain lease dated March 22, 2006 (the
“Lease”), whereby Tenant leases from Landlord certain
premises consisting of approximately 51,609 square feet of space
(the “Leased Premises”) located in a building commonly
known as Building No. 6 (#345), located at 6295 Commerce
Center Drive, Groveport, Ohio 43125 (the “Building”);
and
WHEREAS, Landlord and Tenant desire
to extend the Lease Term for a period of thirty-nine
(39) months; and
WHEREAS, Landlord and Tenant desire
to amend certain provisions of the Lease to reflect such extension
and any other changes to the Lease;
NOW, THEREFORE, in consideration of
the foregoing premises, the mutual covenants herein contained and
each act performed hereunder by the parties, Landlord and Tenant
hereby enter into this Amendment.
1. Incorporation of Recitals
. The above recitals are hereby incorporated into this Amendment as
if fully set forth herein.
2. Extension of Term . The
Lease Term is hereby extended through July 31,
2012.
3. Amendment of
Section 1.01 . Basic Lease Provisions and
Definitions .
(a) Commencing May 1, 2009,
Section 1.01 , Subsections (d), (e), (h) and
(j) of the Lease are hereby deleted in their entirety and the
following is substituted in lieu thereof:
“(d) Minimum Annual
Rent:
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May 1,
2009 – July 31, 2009
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$ 0.00 (3
months)*
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August 1,
2009 – July 31, 2010
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$131,602.92 per
year
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August 1,
2010 – July 31, 2011
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$136,763.88 per
year
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August 1,
2011 – July 31, 2012
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$141,924.72 per
year;
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(e) Monthly Rental
Installments:
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May 1,
2009 – July 31, 2009
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$ 0.00 per
month*
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August 1,
2009 – July 31, 2010
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$ 10,966.91 per
month
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August 1,
2010 – July 31, 2011
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$ 11,396.99 per
month
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August 1,
2011 – July 31, 2012
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$ 11,827.06 per
month;
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*
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During such
period of free rent, Tenant shall continue to be responsible for
Additional Rent and the Annual Rental Adjustment pursuant to
Section 3.02 of the Lease.
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(h)
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Lease Term:
extended through July 31, 2012;
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(j)
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Broker: CB
Richard Ellis, Inc. representing Tenant;
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4. Amendment of
Section 8.04 . Tenant’s Insurance .
Commencing on May 1, 2009, Section 8.04 of the
Lease is hereby amended as follows:
(a) Subparagraph (a) of
Section 8.04 of the Lease is hereby amended to add the
following subsection (v):
“(v) Automobile
Insurance . Comprehensive Automobile Liability Insurance
insuring bodily injury and property damage arising from all owned,
non-owned and hired vehicles, if any, with minimum limits of
liability of $1,000,000 per accident.”
5. Amendment of
Section 16.12 . Patriot Act .
Section 16.12 of the Lease is hereby deleted in its
entirety and the following shall be substituted in lieu
thereof:
“ Section 16.12 .
Patriot Act . Each of Landlord and Tenant, each as to
itself, hereby represents its compliance and its agreement to
continue to comply with all applicable anti-money laundering laws,
including, without limitation, the USA Patriot Act, and the laws
administered by the United States Treasury Department’s
Office of Foreign Assets Control, including, without limitation,
Executive Order 13224 (“Executive Order”). Each of
Landlord and Tenant further represents (such representation to be
true throughout the Lease Term) (i) that it is not, and it is
not owned or controlled directly or indirectly by any person or
entity, on the SDN List published by the United States Treasury
Department’s Office of Foreign Assets Control and
(ii) that it is not a person otherwise identified by
government or legal authority as a person with whom a U.S. Person
is prohibited from transacting business. As of the date hereof, a
list of such designations and the text of the Executive Order are
published under the internet website address
www.ustreas.gov/offices/enforcement/ofac .”
6. Amendment of Section 16.13.
Foreign Trade Zone. Section 16.13 of the Lease is hereby
deleted in its entirety and the following shall be substituted in
lieu thereof:
“ Section 16.13 .
Foreign Trade Zone . Tenant hereby acknowledges that
Landlord has obtained a Foreign Trade Zone (“FTZ”)
designation for the Building from the Columbus Regional Airport
Authority (“CRAA”). Tenant shall continue to be
responsible for any and all applicable fees associated with the FTZ
status of the Building, including, but not limited to, annual
maintenance and licensing fees which shall be billed to Landlord
annually and paid by Tenant as a part of Operating Expenses,
administrative costs associated with the reporting requirements to
the CRAA and all consulting fees associated with activating the FTZ
for Tenant’s specific use of the Building.”
7. Deletion of
Section 16.14 . Option to Terminate .
Section 16.14 of the Lease is hereby deleted in its
entirety and shall be of no further force or effect.
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8. Deletion of
Section 16.15 . Landlord’s Right to Terminate
. Section 16.15 of the Lease is hereby deleted in its
entirety and shall be of no further force or effect.
9. Deletion of
Section 16.16 . Option to Expand .
Section 16.16 of the Lease is hereby deleted in its
entirety and shall be of no further force or effect.
10. Incorporation of
Section 16.21 . Option to Extend . The following is
hereby incorporated as Section 16.21 of the
Lease:
“ Section 16.21 .
Option to Extend .
(a) Grant and Exercise of
Option . Provided that (i)&
