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SECOND AMENDMENT TO LEASE

Lease Agreement

SECOND AMENDMENT TO LEASE | Document Parties: ECI SHERMAN PLAZA LLC | Embarcadero Capital Partners LLC | HEMACARE CORPORATION You are currently viewing:
This Lease Agreement involves

ECI SHERMAN PLAZA LLC | Embarcadero Capital Partners LLC | HEMACARE CORPORATION

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Title: SECOND AMENDMENT TO LEASE
Date: 4/14/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

SECOND AMENDMENT TO LEASE, Parties: eci sherman plaza llc , embarcadero capital partners llc , hemacare corporation
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Exhibit 10.36


SECOND AMENDMENT TO LEASE

        THIS SECOND AMENDMENT TO LEASE (this "Amendment") is executed as of April 11, 2007, by and between ECI SHERMAN PLAZA LLC, a Delaware limited liability company ("Landlord"), and HEMACARE CORPORATION, a California corporation ("Tenant").


Recitals

        A.    Landlord and Tenant entered into a Lease Agreement dated February 10, 2006 (the " Original Lease "). Under the terms of the Original Lease Tenant leases from Landlord the following three (3) spaces in the building located at 15350 Sherman Way, Van Nuys, California (the "Building"):

  •           (i)  the Initial Ground Floor Premises containing 7,178 rentable square feet on the first (1 st ) floor of the Building, and the Initial Third Floor Premises containing 4,455 rentable square feet on the third (3 rd ) floor of the Building (together, the "Initial Premises"), and

             (ii)  the "Additional Premises" containing 8,011 rentable square feet third (3 rd ) floor of the Building.

        B.    Landlord and Tenant entered into a First Amendment to Lease dated as of August 17, 2006 (the " First Amendment "). Under the First Amendment, Landlord and Tenant (i) agreed on the delivery date for the Initial Premises, (ii) changed the Delivery Deadline for the Additional Premises, and (iii) relocated the Initial Third Floor Premises and the Additional Premises, all as more particularly contained therein. The Original Lease, as amended by the First Amendment, is herein called the " Lease ".

        C.    The Term of the Lease is scheduled to expire on July 31, 2017 (the " Expiration Date ").

        D.    By letter dated January 5, 2007 (the " Office Notice Letter ") Landlord delivered an " Offer Notice " in accordance with the provisions of Article 38 of the Original Lease. The Offer Notice offered to lease to Tenant Suite 380 containing approximately 5,735 rentable square feet, and 4,977 usable square feet (the " Expansion Premises ") in accordance with the terms contained in such Offer Notice.

        E.    Tenant has agreed to lease the Expansion Premises, and the parties desire to memorialize the terms of the parties' agreement.

        NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Lease is amended as follows:

        1.     Definitions.     Except as otherwise expressly provided herein to the contrary, all capitalized terms used in this Amendment shall have the same meaning given such terms in the Lease.

        2.     Leasing of Expansion Premises.     Commencing on June 1, 2007 (the " Expansion Premises Commencement Date ") and continuing through the entire Term, Landlord leases to Tenant and Tenant leases from Landlord, the Expansion Premises. The Term of the Lease for the Expansion Premises shall expire on the Expiration Date. The parties agree that for all purposes under this Amendment, the Expansion Premises contains 5,735 rentable square feet and 4,977 usable square feet.


 

        3.     Base Rent.     Tenant shall pay the following Base Rent for the Expansion Premises in accordance with the provisions of the Original Lease:

Months

  Monthly Base Rent
June 1, 2007 - May 31, 2008:   $ 13,247.85/mo.
June 1, 2008 - May 31, 2009:   $ 13,764.00/mo.
June 1, 2009 - May 31, 2010:   $ 14,280.15/mo.
June 1, 2010 - May 31, 2011:   $ 14,796.30/mo.
June 1, 2011 - May 31, 2012:   $ 15,369.80/mo.
  •         During the remainder of the Term after May 31, 2012 the Base Rent for the Expansion Premises shall be Fair Market Base Rental (as defined in Article 43— Extension Option , in Exhibit D to the Original Lease), subject to the following: Base Rent shall be determined as if the Term expired on May 31, 2012, and the sixty-two (62) month period beginning June 1, 2012 would be an Extension Period, except that (a) for the purposes of this paragraph, Tenant shall be deemed to have given written notice of the exercise of the Extension Option on March 1, 2012 (rather than 9 to 12 months prior to the expiration of the initial Term), (b) the Base Rent for the Expansion Premises shall not be less than $15,369.80 per month, (c) Landlord shall not be obligated to contribute funds toward the cost of any remodeling, renovation, alteration or improvement work in the Expansion Premises, and (d) for the purposes of the Expansion Premises the Term is sixty-two (62) months, rather than five (5) years contained in Article 43. As soon as is reasonably possible after March 1, 2012, Landlord and Tenant shall, if requested by either party, execute and acknowledge an instrument confirming the Base Rent payable for the Expansion Premises during the remainder of the initial Term beginning June 1, 2012. The use of the provisions of the Extension Option to determine Base Rent for the Expansion Premises after May 31, 2012 in accordance with the provisions of this paragraph shall not affect Tenant's right to exercise the Extension Option for the entire Premises at the expiration of the initial Term.

        4.     Base Year.     The Base Year for the Expansion Premises shall be calendar year 2007.

        5.     Tenant's Share.     Effective on the Expansion Premises Commencement Date, Tenant's Share is hereby changed to be 20.97%.

        6.     Tenant's Services.     Tenant shall provide its own janitorial and waste disposal service for the Expansion Premises in accordance with the provisions of Section 9.3 of the Original Lease.

        7.     Condition of Expansion Premises.     Tenant has inspected the Expansion Premises and has agreed to take the Expansion Premises in its current "AS IS" condition, provided that Tenant Improvements in the Expansion Premises shall be constructed in accordance with the provisions of the Construction Rider attached as Exhibit B to this Amendment.

        8.     Parking.     On the Expansion Premises Commencement Date, in addition to the number of parking spaces provided by Landlord under the provisions contained in Article 37 Parking in Exhibit D to the Original Lease, Landlord shall provide Tenant (a) eight (8) reserved tandem parking spaces within four (4) rows of tandem parking adjacent to Tenant's existing tandem parking, and (b) seventeen (17) unassigned and non-exclusive parking spaces in the Parking Facility.

        9.     Security Deposit.     Concurrent with Tenant's execution of this Amendment, Tenant shall deliver to Landlord (a) $15,369.80 to be added to the Security Deposit and held by Landlord in accordance with the provisions of Article 4 of the Original Lease, and (b) an amendment to the Letter of Credit, increasing the Face Amount by $90,000.00 to be held by Landlord in accordance with the provisions of Article 39 of the Original Lease, subject to the L/C Burnoff contained in Section 39(b) of the Original Lease.

2


 

        10.     Full Force and Effect; No Other Amendment.     The submission of this Amendment for examination does not constitute an offer or an option for Tenant to lease or use the Expansion Premises. This Amendment shall become effective as a binding agreement only upon execution and delivery of a fully executed copy by Landlord to Tenant. Except as amended by this Amendment, the Lease has not been amended or modified; and all of the terms and provisions of the Lease, as modified by this Amendment, remain unmodified and in full force and effect. Landlord and Tenant hereby ratify the Lease, as amended herein. This Amendment contains the entire agreement between Landlord and Tenant regarding the subject matters contained herein, and except for the Lease supersedes all prior of contemporaneous agreements, understandings, proposals and other representations by or between Landlord and Tenant, whether written or oral, all of which are merged herein. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Amendment is hereby executed and delivered in multiple counterparts, each of which shall have the force and effect of an original.

        IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year first above written.

LANDLORD:   TENANT:

ECI SHERMAN PLAZA LLC,
a Delaware limited liability company

 

HEMACARE CORPORATION,
a California corporation

by:

 

Embarcadero Capital Investors LP,

 

By:

/s/ Judi Irving
    a Delaware limited partnership,    
    sole member     Name: Judi Irving
            Title: President & CEO

by

 

Embarcadero Capital Partners LLC,

 

By:

/s/ Robert S. Chilton
    a Delaware limited liability company,    
    its sole general partner     Name: Robert S. Chilton
            Title: EVP & CFO
    by: Hamilton Partners, LP      
      Manager      

 

 

by:

Hamilton Ventures, Inc.,

 

 

 
      general partner      

 

 

by:

/s/ John Hamilton

John Hamilton, President

 

 

 

(For corporate entities, signature by TWO corporate officers is required: one by (x) the chairman of the board, the president, or any vice president; and the other by (y) the secretary, any assistant secretary, the chief financial officer, or any assistant treasurer.)

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EXHIBIT A

ATTACHED TO AND FORMING A PART OF
SECOND AMENDMENT
DATED AS OF APRIL 11, 2007
BETWEEN
ECI SHERMAN PLAZA LLC, AS LANDLORD,
AND
HEMACARE CORPORATION, AS TENANT ("AMENDMENT")

EXPANSION PREMISES

[Floor plan showing location
and configuration of Expansion Premises
to be inserted.]

    INITIALS:    
    Landlord   /s/ JH
    Tenant   /s/ JI

Exhibit A, Page 1


 

EXHIBIT B

ATTACHED TO AND FORMING A PART OF
SECOND AMENDMENT
DATED AS OF APRIL 11, 2007
BETWEEN
ECI SHERMAN PLAZA LLC, AS LANDLORD,
AND
HEMACARE CORPORATION, AS TENANT ("AMENDMENT")

CONSTRUCTION RIDER

        1.     Tenant Improvements.     Tenant shall, with reasonable diligence through a contractor (the " Contractor ") approved by Landlord pursuant to the provisions of this Section 1, construct and install in the Expansion Premises the improvements and fixtures provided for in this Construction Rider ( "Tenant Improvements" ). Tenant hereby designates Bob Chilton as the individual authorized to act as Tenant's representative with respect to all approvals, directions and authorizations pursuant to this Tenant Work Letter.

       


 
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