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Exhibit 10.4
SECOND AMENDMENT TO
LEASE
This Second Amendment of Lease ("Amendment") is
made and entered into this the 10 th day of November, 2005, by and
between WOODSTEAD-GROGAN OPERATING ASSOCIATES, L.P., a New Mexico
limited partnership ("Landlord"), and CHAMPION COMMUNICATION
SERVICES, INC. ("Tenant").
WITNESSETH
WHEREAS, Landlord (as successor in interest) and
Tenant are parties to that certain Lease Agreement dated the 10th
day of November, 1994, as modified by the Modification and
Ratification of Lease Agreement dated April 4, 1995, by an
additional Modification and Ratification of Lease Agreement dated
July 24, 1995, by an additional Modification and Ratification
of Lease dated May 1, 1996, by an Extension, Modification and
Ratification of Lease dated January 1, 2000, and by a First
Amendment To Lease dated December 5, 2002, all of which
hereafter constitute the "Lease", for space described as
approximately 5,702 square feet of Net Rentable Area (the
"Premises") described as Suites 251, 330, and 330A on the
2 nd and
3 rd floors of the building commonly known as Woodstead Court
(the "Building") located at 1610 Woodstead Court, The
Woodlands, Texas, and being more particularly described in the
Lease; and
WHEREAS, the Term of the Lease expires on
December 31, 2005 (hereinafter the "Prior Termination
Date");
WHEREAS, Tenant has requested to downsize giving
back Suites 251 and 330A retaining Suite 330 and has
furthermore requested that Term be extended for thirty six
(36) months commencing on January 1, 2006 and expiring a
5 p.m. on December 31, 2008 and Landlord is willing to do
the same on the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant agree as
follows:
1. Extension. The Term of the
Lease is hereby extended for thirty six (36) months
(hereinafter the "Extended Term") commencing on January 1,
2006 (hereinafter the "Extension Date") and expiring at 5 p.m.
on December 31, 2008 (hereinafter the "Extended Termination
Date"), unless sooner terminated in accordance with the terms of
the Lease.
2. Premises. Effective on the
Extension Date, the Premises shall be reduced by Suite 251 and
Suite 330A and the Lease shall be amended to reflect the
Premises as being Suite 330 comprised of 3,221 square
feet of Net Rentable Area. See Exhibit B attached hereto and
incorporated herein.
3. Base Rent. The Base Rent,
Additional Rent and all other charges under the Lease shall be
payable as provided therein with respect to the Premises through
and including the Prior Termination Date. As of the Extension Date,
the schedule of monthly installments of Base Rent
1
payable with respect to the Premises during the Extended Term is
the following:
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Base Rent
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Monthly
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Period
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psf per annum
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Base Rent
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1/1/06 - 12/31/06
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$
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18.00
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$
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5,142.00
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1/1/07 - 12/31/07
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$
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18.25
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$
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5,213.42
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1/1/08 - 12/31/08
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$
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18.50
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$
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5,284.83
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All such Base Rent shall be payable by Tenant in
accordance with the terms of the Lease.
3. Additional Rent: For the
period commencing with the Extension Date and ending on the
Extended Termination Date, Tenant shall pay for its Pro Rata Share
of Basic Costs applicable to the Premises in accordance with the
terms of the Lease, provided, however, during such period, the
maximum amount of Operating Expenses per year for each square foot
of rentable area shall be equal to the actual Operating Expenses
per square foot of rentable area in the Building for the year
2006.
4. Option To Terminate. See
Exhibit H attached hereto and incorporated herein.
5. Parking. Tenant shall be
provided up to 11 unreserved spaces at no charge and one (1)
reserved space (#7) at the monthly rate of $25.00 effective upon
full execution of this amendment.
6. Tenant Improvements. See
Exhibit E attached hereto and incorporated herein.
7. Brokers. Tenant hereby
represents to Landlord that Tenant has dealt with no broker in
connection with this Amendment other than Transwestern Commercial
Services for the Landlord and Grubb & Ellis for the Tenant.
Tenant agrees to indemnify and hold Landlord, its members,
principals, beneficiaries, partners, officers, directors,
employees, mortgagee(s) and agents, and the respective principals
and members of any such agents (collectively, the "Landlord Related
Parties") harmless from all claims of any brokers other than Grubb
& Ellis claiming to have represented Tenant in connection with
this Amendment. Landlord hereby represents to Tenant that Landlord
has dealt with no broker in connection with this Amendment other
than Transwestern Commercial Services. Landlord agrees to indemnify
and hold Tenant, its
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