EXHIBIT 10.6
North Carolina )
) FIRST AMENDMENT TO LEASE
Guilford County )
THIS FIRST AMENDMENT TO LEASE ("First Amendment"), is made and entered
into this day of _____________, 2004, by and between HIGHWOODS REALTY LIMITED
PARTNERSHIP, a North Carolina limited partnership, hereinafter referred to as
"Landlord" and BIRTHDAY EXPRESS.COM, INC., a Washington corporation hereinafter
referred to as "Tenant". Tenant leases from Landlord space in the amount of
approximately 32,000 rentable square feet known as Suite D (the "Premises"), in
the building (the "Building") located at 488 Gallimore Dairy Road, Greensboro,
North Carolina.
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into a Lease Agreement (the "Lease")
dated November 12, 1999;
WHEREAS, Landlord and Tenant desire to amend the Lease to, among other
things, extend the Term of the Lease and modify the area of the Premises by an
expansion of the Premises into an additional 24,000 rentable square feet of
space (the "Expansion Space") in the Building;
NOW THEREFORE, based on the mutual promises and covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree to amend the Lease as
follows:
1. Recitals. The foregoing recitals are true and incorporated in this
First Amendment.
2. Definitions. Unless otherwise defined in this First Amendment, all
capitalized terms used in this First Amendment shall have the respective
meanings ascribed to them in the Lease.
3. Amendments. The Lease is hereby amended as follows:
3.1 Term. The Term of the Lease is hereby extended such that the
Term of the Lease (the "Base Term") shall expire on August
31st, 2007 (the "Amended Expiration Date").
3.2 Premises. Effective on and after September 1, 2004 (the
"Expansion Commencement Date") the Premises shall be deemed to
include the Expansion Space so that the Premises under the
Lease shall consist of 56,000 rentable square feet of space in
the Building as shown on Exhibit A attached hereto. Effective
on and after the Expansion Space Commencement Date: (i) any
and all references or calculations in the Lease involving the
number of rentable square feet in the Premises will be
adjusted to reflect that the Premises consists of 56,000
rentable square feet; and (ii) all terms and conditions of the
Lease shall apply to the Expansion Space.
3.3. Tenant Improvements. Landlord shall, at its sole cost and
expense, provide a Tenant Improvement Allowance of up to
Twenty Thousand and 00/100 Dollars ($20,000.00) to design,
engineer, install, supply and otherwise to construct the
Tenant Improvements in the Expansion Space that will become a
part of the Building (the "Allowance"). The scope and
construction of such improvements shall be made pursuant to
the workletter attached hereto as "EXHIBIT B" (the
"Workletter").
3.4. Rent. Effective as of the Expansion Commencement Date, Tenant
shall pay Base Rent for the entire Premises (including the
Expansion Space) in accordance with the following Rent
Schedule:
MONTHS MONTHLY RENT CUMULATIVE RENT
------ ------------ ---------------
9/01/2004 -- 11/30/2004 $19,366.67 $ 58,100.00
12/01/2004 -- 8/31/2005 $18,433.33 $165,900.00
9/01/2005 -- 8/31/2006 $18,993.33 $227,920.00
9/01/2006 -- 8/31/2007 $19,553.33 $215,086.63
3.5 Option to Terminate. Section 56 of the Lease Agreement is
hereby deleted in its entirety.
3.6 Option to Renew. Section 59 of the Lease Agreement is hereby
amended to state that the Tenant shall have one (1) option to
renew the Lease for a period of three (3) years, and Tenant
shall give notice of exercise of such option to renew at least
one hundred twenty (120) days prior to the Amended Expiration
Date. Except to the extent modified hereby, all other
provisions of Section 59 shall remain in full force and
effect.
4. Amendment to Lease. The foregoing amends the Lease. Except as
specifically modified and amended by this First Amendment, all other terms and
conditions of the Lease shall remain in full force and effect.
5. Broker. Tenant represents and warrants that it has not dealt with
any real estate broker, and hold Landlord harmless from any and all damages
resulting from claims that may be asserted against Landlord by any other broker,
finder or other person (including, without limitation, any substitute or
replacement broker claiming to have been engaged by Tenant in the future),
claiming to have dealt with Tenant in connection with this First Amendment, or
any amendment or extension to the Lease, or which may result in Tenant leasing
other or enlarged space from Landlord.
6. Landlord's Compliance. Tenant acknowledges that Landlord has
complied with all of its obligations under the Lease to date.
First Right Of Refusal. Provided Tenant is not in default hereunder,
Tenant shall have a First Right of Refusal on all contiguous space in the
building. Tenant shall have (10) business days to respond in writing after
receipt from Landlord of a written notice of third party offer. Tenant's
failure to agree in writing within (10) business days, to lease the space
on the same terms as set forth in the third party offer, shall nullify all
of Tenant's rights to that space. Tenant will retain a First Right of
Refusal on all contiguous space in the future, upon availability within
the building.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Lease or have caused their duly authorized representatives to execute same in
four (4) original counterparts, as of the day and year first above written.
LANDLORD:
HIGHWOODS REALTY LIMITED
PARTNERSHIP, a North Carolina Limited
Partnership
By: Highwoods Properties, Inc., a Maryland
corporation, its General Partner
By: /s/ Mark Shumaker
__________________________________
its Vice President
______________________________________
TENANT:
CELEBRATE EXPRESS. INC., a Washington
corporation
By: /s/ Michael K. Jewell
______________________________________
Title: CEO
___________________________________
Printed Name: Michael K. Jewell
____________________________