FIRST AMENDMENT OF LEASE
This First Amendment of Lease ("Amendment") is entered into by and
between The City of Seattle, a Washington municipal corporation,
successor-in-interest- to David A. Sabey and Sandra L. Sabey ("Landlord"), as
Landlord and Ostex International, Inc., a Washington corporation ("Tenant"), as
Tenant, under that certain Lease ("Lease"), dated October 2, 1995, between the
parties hereto.
R E C I T A L S
A. Landlord and Tenant desire to relocate the third (3rd) floor
Building A Premises to the fourth (4th) floor and to provide for certain other
modifications to the Lease, on the terms and conditions contained in this
Amendment.
B. Except as may be expressly provided otherwise in this
Amendment, capitalized terms in this Amendment shall have the
meaning given such terms in the Lease.
NOW, THEREFORE, Landlord and Tenant agree as follows:
1. Amendments.
1.1 Section 1.3 of the Lease regarding the Building A
Space is amended to add the following at the end of such
Section:
Notwithstanding the foregoing, commencing the earlier of: (i) January 1, 1997 or
(ii) the date on which Tenant occupies any of the fourth floor relocation space
depicted on Exhibit B-2 attached hereto ("Fourth Floor Relocation Space"),
Tenant's Building A Space shall automatically be increased by an additional
12,307 net rentable square feet. Commencing January 1, 1997, Tenant may return
all or any portion of its Premises on the third floor to Landlord and Tenant's
obligation to occupy and pay Rent for that portion of the third floor Premises
so returned to Landlord shall then terminate. Landlord and Tenant shall document
any return of Tenant's third floor Premises to Landlord in a letter agreement
which shall state the Base Rent payable by Tenant and Tenant's Share adjustment
due to the return of such portion of the third floor Premises. Tenant shall have
completed its Tenant improvements to the Fourth Floor Relocation Space and have
completely vacated its Premises on the third floor to Landlord's satisfaction no
later than December 31, 1997, at which time Tenant's Premises on Building A
shall consist of approximately 24,832 net rentable square feet, which includes
the Phone Room, described below. All square footages herein described are
subject to recalculation upon the finalization of Tenant's space plans for the
Fourth Floor
Relocation Space. Tenant acknowledges that it accepts the Fourth Floor
Relocation Space in its "AS-IS" condition. Notwithstanding the foregoing, Tenant
shall retain the approximately 70 net rentable square feet of space located on
the third floor of the Building for its telephone and data room identified on
Exhibit B-1 attached hereto ("Phone Room") on the same terms and conditions
contained in the Lease. Tenant shall have reasonable access to the Phone Room at
all times. If Landlord later determines that the Phone Room must be relocated
due to restricted access or another tenant's lease, the cost of such relocation
shall be borne equally by Tenant and Landlord.
1.2 Section 1.4 of the Lease is amended to add the
following to the end of such Section:
1.4 Tenant's Share. Notwithstanding the foregoing, effective on the
date that Tenant occupies any of the Fourth Floor Relocation Space and/or
vacates any of its Premises on the third floor in accordance with Section 1.3
above, "Tenant's Share of the Building" and "Tenant's Share of the Property" for
the Building A Premises shall be increased or decreased accordingly. Upon
Tenant's occupancy of the Fourth Floor Relocation Space and Tenant's complete
vacation of its Premises on the third floor, then "Tenant's Share of the
Building" for the Building A Premises shall mean twenty-five and fifty-two
one-hundredths percent (25.52%) and "Tenant's Share of the Property" for the
Building A Premises shall mean eight and seventy-one one-hundredths percent
(8.71%). All square footages and Tenant's Share amounts are subject to
recalculation upon the finalization of Tenant's Fourth Floor Relocation space
plans.
1.3 Section 1.7 of the lease is amended and restated
in its entirety to read as follows:
1.7 Expiration Date. "Expiration Date" shall mean October
1, 2005, unless sooner terminated pursuant to the terms of this
Lease or extended pursuant to Section 3.1 of the Lease.
1.4 The first paragraph of Section 2.3.1 of the Lease is amended and
restated as follows and the remainder of Section 2.3.1 remains as stated in the
Lease:
2.3.1. Tenant's Right of First Refusal. Provided Landlord does not
require the third floor space described below in this Section for its own use
now or in the Future, and subject to the terms and conditions of this Section
2.3.1, Landlord grants Tenant a right of first refusal during the Term to lease
all or any portion of the remaining space on the third floor of Building A and
that space in Building D depicted as Suite 802 on Exhibit B-1 and Exhibit B-3,
respectively ("First Refusal Space").
1.5 Section 2.3.2 of the Lease is amended to delete all references to
the Building A Option Space from the Option for Tenant's expansion into Suites
300 and 310.
1.6 Section 4.1.2 of the Lease is amended to add the
following at the end of such Section:
Notwithstanding the foregoing, commencing the earlier of: (i) January 1, 1997 or
(ii) the date on which Tenant first occupies any of the Fourth Floor Relocation
Space, the monthly Base Rent for the Building A Space shall automatically be
increased to reflect the inclusion of the Fourth Floor Relocation Space at an
annual per square foot net charge of Twelve and 50/100 Dollars ($12.50) and
reduced to reflect the return of the third floor Premises pursuant to Amendment
1.1. Upon Tenant's vacation of all of the third floor Premises, Tenant's monthly
installment of Base Rent shall be further adjusted to reflect such vacation.
Commencing October 1, 2000 through October 1, 2005, the Base Monthly Rent for
the Building A Space shall be increased to reflect an annual per square foot net
charge of Fourteen and No/100 Dollars ($14.00). All square footages and Tenant's
Base Rent amounts are subject to recalculation upon the finalization of Tenant's
Fourth Floor Relocation space plans.
2. Entire Amendment. This Amendment sets forth the
entire agreement of the parties with respect to the subject
matter set forth herein and may not be modified other than by an
agreement in writing signed by the parties hereto or their
respective successors and interests.
3. Exhibits. Exhibits B-1 and B-2 attached hereto are
incorporated herein by this reference and supersede and replace
the prior Exhibits B-1 and B-2.
4. Acknowledgement. The parties hereto each acknowledge that except as
expressly modified by this Amendment, all the terms and conditions of the Lease
remain unchanged and are in full force and effect and enforceable in accordance
with their terms. In the event of a conflict between the Lease and this
Amendment, the terms and provisions of this Amendment shall control.
DATED this _____ day of ___________, 1996.
LANDLORD: TENANT:
THE CITY OF SEATTLE OSTEX INTERNATIONAL, INC.
By: ___________________ By: /S/ JOHN BRENNEMAN
Its: ___________________ Its: SECRETARY
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this ________ day of ______________, 1996, before me, the
undersigned, a Notary Public in and for the State of Washington, duly
commissioned and sworn as such, personally appeared
_____________________________, to me known to be the __________________ of THE
CITY OF SEATTLE, the municipal corporation that executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said
instrument.
WITNESS my hand and official seal the day and year in this certificate
first above written.
------------------------------
Printed Name: __________________
NOTARY PUBLIC in and for the State
of Washington, residing at
------------------------------
My commission expires: _________
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 15th day of October, 1996, before me, the
undersigned, a Notary Public in and for the State of Washington, duly
commissioned and sworn as such, personally appeared
John M. Brenneman, to me known to be the Director of Finance of OSTEX
INTERNATIONAL, INC., corporation that executed the within and foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said corporation for the uses and purposes therein mentioned,
and on oath stated that he/she was authorized to execute said instrument, and
that the seal affixed is the corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
/s/ Mary J. Fabrizio
Printed Name: Mary J. Fabrizio
NOTARY PUBLIC in and for the State
of Washington, residing at
Seattle, WA
My commission expires: 1/15/99