EXHIBIT 10.8(b)
SECOND AMENDMENT TO OFFICE LEASE
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THIS SECOND AMENDMENT TO OFFICE LEASE ("Second Amendment"), by and
between LSQ Investors, L.L.C., an Oklahoma limited liability company
("Landlord"), and Canaan Energy Corporation, an Oklahoma corporation ("Tenant"),
is dated the ____ day of __________________, 2001.
R E C I T A L S :
A. Landlord and Tenant heretofore entered into that certain Office Lease
dated December 4, 2000 ("Original Lease"), as amended by that certain First
Amendment to Office Lease dated July 18, 2001 ("First Amendment"), the Original
Lease and First Amendment being hereinafter collectively referred to as the
"Lease," whereby Landlord leases to Tenant approximately twenty-four thousand
six hundred fifty-two (24,652) square feet of Rentable Area located on the tenth
(10th) floor ("Premises") of One Leadership Square, Oklahoma City, Oklahoma;
B. Landlord and Tenant desire to add the Temporary Space (hereinafter
defined) to the Premises upon the terms and conditions hereinafter set forth;
and
C. Landlord and Tenant therefore desire to modify the Lease by means of
this Second Amendment.
NOW, THEREFORE, for and in consideration of the Premises and the mutual
covenants contained herein and in the Lease, the parties hereto do hereby
covenant and agree as follows:
1. Defined Terms. Terms defined in the Lease and delineated herein by
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initial capital letters shall have the same meaning ascribed thereto in the
Lease, except to the extent that the meaning of such term is specifically
modified by the provisions hereof. In addition, other terms not defined in the
Lease but defined herein will, when delineated with initial capital letters,
have the meanings ascribed thereto in this Second Amendment. Terms and phrases
which are not delineated by initial capital letters shall have the meanings
commonly ascribed thereto.
2. Temporary Space Commencement Date. As used herein, the term "Temporary
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Space Commencement Date" shall mean the earlier of the date Tenant occupies the
Temporary Space or October 1, 2001.
3. Temporary Space Term. As used herein, the term "Temporary Space Term"
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shall mean the term for the Temporary Space (i) commencing on the Temporary
Space Commencement Date, (ii) continuing for approximately three (3) full
calendar months, and (iii) terminating on December 31, 2001. Notwithstanding the
foregoing sentence or anything to the contrary set forth in the Lease or herein,
in the event Tenant retains possession of the Temporary Space after December 31,
2001, the Temporary Space Term shall then be month-to-month, with each party
having the right to terminate the Lease as it pertains to the Temporary Space by
providing thirty (30) days' prior written notice to the other party; and in the
event either party provides such written notice of termination, the Temporary
Space Term shall terminate on the last day of the calendar month on or following
(in the event the written notice of termination is given on other than the first
or last day of a calendar month) the expiration of such thirty-day notice
period. Any reference in the Lease to the Term of the Lease shall be deemed to
also refer to and include the Temporary Space Term, except as expressly provided
otherwise in the Lease or this Second Amendment.
4. Temporary Space. As used herein, the term "Temporary Space" shall mean
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the space located on the third (3rd) floor of the Building which is shown on the
floor plan attached hereto as Exhibit "B" and made a part hereof. The Temporary
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Space is stipulated to contain approximately 1,440 square feet of Rentable Area
and 1,169 square feet of Usable Area. During the Temporary Space Term, the term
"Premises" (as defined in the Lease) shall include the Temporary Space for all
purposes, including, without limitation, the determination of Tenant's share of
Operating Expenses and Taxes and Tenant's Rent Adjustment, and the Premises
shall be comprised of only the Initial Premises, Expansion Space, and Temporary
Space, and are hereby stipulated for all purposes to contain approximately
26,092 square feet of Rentable Area.
5. Temporary Space Base Rent. From and after the Temporary Space
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Commencement Date and continuing through the end of the Temporary Space Term,
Section
Second Amendment to Office Lease - Page 1
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1.01(8) of the Lease shall be amended to provide that the Base Rent for the
Temporary Space shall be $1,680.00 per month, as adjusted pursuant to Article 4
of the Lease. Notwithstanding the foregoing sentence or anything to the contrary
set forth in the Lease, in the event Tenant retains possession of the Temporary
Space after February 28, 2002, Landlord in its sole discretion may, by providing
thirty (30) days' prior written notice to Tenant, increase the Base Rent for the
Temporary Space.
6. Expense Stop. For the Temporary Space Term, Tenant, pursuant to Article
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4 of the Lease, shall pay as an adjustment to the Base Rent for the Temporary
Space an amount (per each square foot of Rentable Area in the Temporary Space)
equal to the Excess from time to time of Operating Expenses and Taxes (as
defined in the Original Lease) per square foot of Rentable Area of the Real
Property over the sum of the Operating Expenses and Taxes (as defined in the
Original Lease) per square foot of Rentable Area of the Real Property for the
calendar year 2001.
7. Brokerage Fees and Commissions. Tenant represents that it has dealt
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with no broker, agent, or other person in connection with this Second Amendment,
except Price Edwards & Company representing Tenant and Landlord, and that no
other broker, agent, or other person brought about this Second Amendment, and
Tenant shall indemnify and hold Landlord harmless from and against any and all
claims, losses, costs, or expenses (including attorney's fees and expenses) by
any broker, agent, or other person claiming a commission or other form of
compensation by virtue of having dealt with Tenant with regard to the
transaction contemplated by this Second Amendment, except Price Edwards &
Company representing Tenant and Landlord. Landlord shall be responsible for the
payment of all commissions to the broker(s), if any, specified in this paragraph
7. The provisions of this paragraph 7 shall survive the expiration of the
Temporary Space Term or any renewal or extension thereof.
8. Tenant Estoppel. Tenant hereby: (a) confirms and ratifies the Lease, as
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amended hereby; (b) accepts the Temporary Space in its "As-Is" condition without
benefit of further improvements and without warranty of suitability or fitness
for a particular purpose; and (c) acknowledges that Landlord is not in default
under the Lease as of the date this Second Amendment is executed by Tenant.
9. Effect of Second Amendment. Except as expressly amended by the
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provisions hereof, the terms and provisions contained in the Lease shall
continue to govern the rights and obligations of the parties; and all provisions
and covenants in the Lease shall remain in full force and effect as stated
therein, except to the extent specifically modified by the provisions of this
Second Amendment. This Second Amendment, the Original Lease, and the First
Amendment are hereafter collectively referred to as the "Lease" and shall be
construed as one instrument.
NOTICE OF INDEMNIFICATION: THE PARTIES TO THIS SECOND AMENDMENT HEREBY
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ACKNOWLEDGE AND AGREE THAT THIS SECOND AMENDMENT CONTAINS CERTAIN
INDEMNIFICATION PROVISIONS.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Second
Amendment in multiple counterparts as of the last day and year written below.
LSQ Investors, L.L.C., an Oklahoma limited
liability company
By:
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Clayton I. Bennett, Manager
Date:
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By:
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John T. Perri, Manager
Date:
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("Landlord")
Second Amendment to Office Lease - Page 2
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Canaan Energy Corporation, an Oklahoma corporation
By:
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Name:
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Title:
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Date:
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("Tenant")
Second Amendment to Office Lease - Page 3
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EXHIBIT "B"
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TO
SECOND AMENDMENT TO OFFICE LEASE
BETWEEN LSQ INVESTORS, L.L.C.,
AS LANDLORD, AND
CANAAN ENERGY CORPORATION,
AS TENANT
PLAN OF TEMPORARY SPACE
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Second Amendment to Office Lease - Page 4
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