Exhibit 10.8
AGREEMENT REGARDING
THE CONTINUATION AND RENEWAL
OF THE LEASE OF PREMISES AT
20 BOMAX DRIVE, VILLAGE OF LANSING,
TOMPKINS COUNTY, NEW YORK
AGREEMENT made this 18th day of July, 2001, by and between BOMAX
PROPERTIES, LLC, a New York limited liability company with an office at 42 Esty
Drive, Ithaca, New York 14850 (f/k/a Bomax Properties) ("Bomax"), and TRANSACT
TECHNOLOGIES INCORPORATED, a Delaware corporation with an office at 7 Laser
Lane, Wallingford, Connecticut 06492 ("TransAct").
RECITALS
A. Bomax and TransAct are parties to a Lease Agreement dated as of
March 23, 1992, pursuant to which Bomax leased to Ithaca Peripherals (TransAct's
predecessor-in-interest) approximately 5.34 acres of land in the Village of
Lansing, Tompkins County, State of New York, and agreed to construct a
manufacturing and office building for Ithaca Peripherals on the Premises. Such
building was constructed and permanent occupancy thereof was delivered to Ithaca
Peripherals on or about November 20, 1992; the Lease commencement date under the
Lease Agreement was November 20, 1992.
B. Bomax transferred the Premises to the Tompkins County Industrial
Development Agency ("the IDA"), subject to the Lease, on or about June 11, 1993
and entered into an installment sales contract to purchase the property back
from the IDA. Under the installment sales contract, Bomax retained all
beneficial rights and interest in the Premises.
C. Ithaca Peripherals then requested that Bomax construct an addition
of approximately 10,476 square feet ("Addition No. 1") to the Premises (as then
defined in the
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Lease Agreement) and the parties entered into a Lease Amendment dated as of
October 18, 1993 ("First Amendment") providing for the construction of such
Addition No. 1 and to amend the Lease Agreement accordingly.
D. The parties entered into a Lease Amendment dated as of December 2,
1996 ("Second Amendment"), wherein and whereby Ithaca Peripherals exercised the
option to lease Parcel 2 (as defined in the Lease Agreement and Second
Amendment).
E. The Second Amendment reflected the facts that:
1) Parcel 2 was conveyed by Bomax to IDA, subject to the Lease
Agreement, as amended by the First Amendment and Second Amendment, and Bomax
entered into an installment sales contract to purchase the property back from
the IDA. Under the installment sales contract, Bomax retained all beneficial
rights and interest in the premises.
2) Bomax constructed a second addition of approximately 23,000
square feet ("Addition No. 2"), possession of which was delivered to Ithaca
Peripherals on July 1, 1997.
F. The Second Amendment provided:
1) The term of the Lease Agreement, as amended by the First
Amendment and the Second Amendment, was extended to provide for its expiration
ten years after the issuance of a certificate of occupancy for Addition No. 2.
The certificate of occupancy was issued on July 1, 1997, so the expiration is
June 30, 2007.
2) The agreed rent in the Second Amendment was as follows:
Years 1 through 5 (i.e., 7/1/97-6/30/02) - $7.00 per gross sq.
ft.
Years 6 through 10 (i.e., 7/1/02-6/30/07) - $7.50 per gross
sq. ft.
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G. The Lease Agreement, the First Amendment and the Second Amendment
are collectively referred to as the "Lease."
H. TransAct has requested that Bomax make certain additional
improvements to the Premises, and more particularly:
1) The conversion of "the Courtyard" to office space; and
2) The construction of a 10,548 square feet warehouse
addition.
(1 and 2 above are collectively referred to as "Addition No.
3")
NOTE: TransAct agrees to remove the greenhouse at its sole
cost and expense.
I. Bomax is willing to make such Addition No. 3 subject to satisfaction
of the contingencies set forth below.
J. The parties desire to set forth their agreement regarding Lease
terms until Addition No. 3 is completed and to enter into a renewal Lease to be
effective thereafter.
NOW THEREFORE, the parties agree:
1. Until such time as Addition No. 3 is completed and the
certificate of compliance and/or certificate of occupancy therefor issued, all
provisions of the Lease dated March 23, 1992, as modified by the amendments
dated as of October 18, 1993 and December 2, 1996 shall remain in full force and
effect except as set forth below.
a. The following new paragraph shall be added at the end of
Article I, Section C of the Lease:
"Bomax agrees to construct on the Premises, at its own cost and
expense, an addition of approximately 10,548 square feet on the south
side of the building currently located on the Premises for warehouse
purposes and to convert "the Courtyard" to office space (3,260 sq. ft.)
(collectively, "Addition No. 3").
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Addition No. 3 shall be constructed in accordance with the following
plans and drawings prepared by Tallman & Tallman, Architects, which
plans have previously been reviewed and approved by Bomax and TransAct,
along with such other changes thereto as may be hereinafter approved by
Bomax and TransAct:
T-T1 - Site Plan - Revised 5-24-01
T-T2 - Foundation Plan - 5-24-01
T-T3 - First Floor Plan - 5-24-01
T-T4 - Elevations - 5-24-01
T-T5 - Sections - 5-24-01
T-T6 - Wall Sections - 5-24-01
T-T7 - Plan at Existing Courtyard - revised 6-12-01
T-T8 - Sections - Existing Courtyard - 5-24-01
NOTE: TransAct shall remove the greenhouse (441 sq. ft.)
b. The following new paragraph shall be added at the end of
Article I, Section E of the Lease:
"Construction of Addition No. 3 shall commence on or about August 1,
2001 and shall be completed and delivered to TransAct for lawful
occupation on our about December 1, 2001, both dates being subject to
the satisfaction of the contingencies set forth below. Addition No. 3
shall be constructed and rendered to TransAct for occupancy, in
compliance with the Building Code of the Town and Village of Lansing,
County of Tompkins and State of New York for use as a light
manufacturing facility."
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c. Article I, Section F (1) of the Lease (as previously
amended) is hereby amended to read as follows:
"(1) Bomax has obtained or will obtain all governmental permits,
licenses, certificates and approvals to construct and occupy the
building and Addition No. 3 contemplated by this Agreement."
2. Bomax repeats each of the other representations and warranties set
forth in Article I, Section F and acknowledges that the representations and
warranties apply with equal force to Addition No. 3 and to the construction to
be undertaken hereunder.
3. Effective upon the date of the issuance of a certificate of
occupancy for Addition No. 3, the new Lease, annexed hereto shall be and become
effective.
4. During the construction of Addition No. 3, Bomax agrees to use its
best efforts to coordinate construction so as to minimize disruption of
TransAct's business operations.
5. Except as specifically amended hereby, the Lease Agreement and the
Lease Amendments as of October 18, 1993 and December 2, 1996 shall remain in
full force and effect in accordance with their terms.
6. All capitalized terms herein, unless defined herein, shall have the
same meanings as set forth in the Lease.
7. The IDA is signing this Agreement solely for the purpose of
signifying its consent hereto, but does not undertake and shall not be liable or
responsible for any of the obligations or liabilities of Bomax under the Lease.
8. This Agreement is subject to and contingent upon the following:
a. Bomax obtaining financing satisfactory to it in its sole
discretion.
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b. Bomax obtaining IDA approval, including such approvals as
may be required in order to be exempt from the payment of sales taxes on the
purchase of materials required for the construction of Addition No. 3.
c. Issuance of a building permit for the construction of
Addition No. 3.
9. This Agreement may be signed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have subscribed this Agreement as of
the date first written above.
BOMAX PROPERTIES, LLC TRANSACT TECHNOLOGIES INCORPORATED
By: /s/ Robert T. Dean By: /s/ Richard L. Cote
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Robert T. Dean, Manager Richard L. Cote, Executive
Vice President & CFO
By:
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Maxine P. Dean, Manager
THE TOMPKINS COUNTY INDUSTRIAL
DEVELOPMENT AGENCY
By:
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