EXHIBIT 10.12
EIGHTH AMENDMENT TO LEASE
THIS AGREEMENT, made and entered into this 18th day of November, 1998, by
and between Newmarket Partners III, Limited, a Georgia Limited Partnership,
whose general partners are Laing Properties, Inc. and Laing Management Company
(hereinafter called "Landlord") and Cryolife, Inc., a Florida corporation
(hereinafter called "Tenant").
WITNESSETH THAT:
WHEREAS, Landlord and Tenant entered into a certain Lease Agreement dated
February 13, 1986, as amended April 7, 1986, May 15, 1987, June 22, 1988, April
4, 1989, October 15, 1990, March 14, 1995 and May 15, 1996 (collectively
hereinafter "Lease") for Suites 122 through 150 (hereinafter "Premises") at 2211
Newmarket Parkway, Building 8, Marietta, Georgia 30067.
WHEREAS, Tenant desires to extend the Term of the Lease; and
WHEREAS, Landlord and Tenant desire to amend the Lease in order to modify
some of the other terms and conditions of the Lease;
NOW, THEREFORE, in consideration of the mutual agreements of the
undersigned and other good valuable consideration, this Lease is hereby amended,
effective December 1, 1999 as follows:
48. BROKER DISCLOSURE
Pursuant to Georgia Real Estate Commission Regulation 520-1-08, Laing
Marketing Company makes the following disclosures concerning this Lease
transaction:
a) In this transaction, Laing Marketing Company represents Landlord and
not Tenant.
b) In this transaction, Richard Bowers and Company represents Tenant and
not Landlord.
c) In this transaction, both Laing Marketing Company and Richard Bowers
and Company shall receive their compensation from Landlord
exclusively.
Both Tenant and Landlord acknowledge, agree with and consent to the
representation and compensation disclosed above.
49. Paragraph 2, Term, of the Lease shall be amended to read:
To have and to hold the same for the term to commence on December 1, 1999
and ending on the 30th day of November, 2001, at midnight unless sooner
terminated as hereinafter provided.
50. Paragraph 3, Rental, of the Lease shall be amended to read:
The Tenant agrees to pay to the Landlord promptly on the first day of each
month in advance, during the term of this Lease, a monthly rental as
follows:
December 1, 1999 through November 30, 2000 @ $14,849.84 per month
December 1, 2000 through November 30, 2001 @ $15,295.33 per month
Payments received after the tenth day of the month may be assessed an
additional five percent (5%) charge as agreed liquidated damages due
Landlord. Acceptance by Landlord of a rental payment in an amount less than
that which is currently due shall in no way affect Landlord's rights under
this Lease and in no way be an accord and satisfaction.
Page 2 of Eighth Amendment to Lease by and between Newmarket Partners III,
Limited, a Georgia Limited Partnership, whose general partners are Laing
Properties, Inc. and Laing Management Company and Cryolife, Inc., a Florida
corporation, dated November 18, 1996.
51. RENEWAL OPTION
A. Tenant shall have the right to renew this Lease for one (1) additional
term of one (1) year commencing on December 1, 2001 (such term being
hereinafter referred to as the "Renewal Lease Term"). Said right of
renewal shall be subject, however, to the following conditions
precedent:
1. Tenant shall give Landlord written notice of its exercise of such
renewal option at least six (6) months, but no more than nine (9)
months, prior to the expiration of the Term;
2. Tenant shall not have been in default in performance of or with
respect to any of the terms, covenants, and conditions of the
Lease with respect to any matter as to which notice of default
has, if required, been given and which has not been remedied
within the time provided by the Lease; and
3. In no event shall such renewal rights be granted to any
subtenant(s) or assignee(s) of Tenant.
B. All of the terms, covenants and conditions of this Lease shall
continue in full force and effect during the Renewal Lease Term,
except that the monthly rental shall be as follows:
December 1, 2001 through November 30, 2002 @ $15,754.19 per
month.
Except as herein amended, all terms and conditions of the Lease shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereunto have executed this Eighth
Amendment to Lease as of the day and year first above written.
Signed, sealed and delivered LANDLORD: NEWMARKET PARTNERS III, LIMITED,
in the presence of: a Georgia Limited Partnership, whose general
partners are Laing Properties, Inc. and
Laing Management Company
BY: LAING PROPERTIES, INC.
MANAGING GENERAL PARTNER
/s/ Felicia E. Trott BY:/s/ Albert E. Heacox
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Witness
TITLE:V.P. Laboratory Operations
-------------------------------------
s/ Suzanne K. Gabbert ATTEST:/s/ Ed B. Cordell
- --------------------------- ------------------------------------
Notary Public
TITLE:VP Finance
-------------------------------------
Notary Public, Cobb County, (CORPORATE SEAL)
Georgia
My Commission Expires
Sept. 13, 2000
Page 3 of Eighth Amendment to Lease by and between Newmarket Partners III,
Limited, a Georgia Limited Partnership, whose general partners are Laing
Properties, Inc. and Laing Management Company and Cryolife, Inc., a Florida
corporation, dated November 18, 1996.
Signed, sealed and delivered TENANT: CRYOLIFE, INC., a Florida
in the presence of: corporation
/s/ Felicia E. Trott BY:/s/ Albert E. Heacox
- --------------------------- ---------------------------------------
Witness
TITLE:V.P. Laboratory Operations
------------------------------------
/s/ Suzanne K. Gabbert ATTEST:/s/ Ed B. Cordell
- --------------------------- -----------------------------------
Notary Public
TITLE:VP Finance
------------------------------------
Notary Public, Cobb County, (CORPORATE SEAL)
Georgia
My Commission Expires
Sept. 13, 2000
Signed, sealed and delivered LANDLORD: NEWMARKET PARTNERS III,
in the presence of: LIMITED, a Georgia Limited Partnership
whose general partners are Laing Properties,
Inc. and Laing Management Company
BY: Laing Properties, Inc.
Managing General Partner
BY:/s/James A. Gillespie
- --------------------------- --------------------------------------
Witness
TITLE: V.P.
-----------------------------------
/s/ Julie J. Waller
- ---------------------------
Notary Public
ATTEST: /s/ Robert R. Stubbs
----------------------------------
TITLE: Vice President & Secretary
-----------------------------------
(CORPORATE SEAL)
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