FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("AMENDMENT") is made and entered into as of
October 1, 2006 (the "EFFECTIVE DATE"), between O'HARE PLAZA I LLC, a Delaware
limited liability company ("LANDLORD"), and PCTEL, INC., a Delaware corporation
("TENANT").
RECITALS
- Landlord's predecessor and Tenant entered into that certain Lease
dated July 30, 2002 (the "LEASE"), demising Suite 400 (the "PREMISES")
as depicted therein in the BUILDING located at 8725 West Higgins Road,
Chicago, Illinois 60631, in the PROJECT commonly known as O'Hare Plaza
I. The Premises consist of approximately 12,624 rentable square feet
("RSF").
- Tenant desires to expand the Premises, extend the term of the Lease
that expires on August 20, 2007, and otherwise amend the Lease as
provided herein.
TERMS
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant hereby amend the Lease as
follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein shall
have the meaning set forth in the Lease.
2. INTEGRATION OF AMENDMENT AND LEASE. This Amendment and the Lease shall
be deemed to be, for all purposes, one instrument. In the event of any conflict
between the terms and provisions of this Amendment and the terms and provisions
of the Lease, the terms and provisions of this Amendment shall, in all
instances, control and prevail.
3. CONFIRMATION. The Premises were completed in accordance with the
Workletter attached to the Lease, including plans and specifications, and Tenant
accepted the Premises for possession as of August 21, 2002.
4. EXPANSION OF PREMISES. Effective on January 1, 2007 (the "EXPANSION
COMMENCEMENT DATE"), the Premises shall be expanded by adding approximately
1,789 RSF in Suite 820 on the 8th floor of the Building (the "EXPANSION
PREMISES"), as depicted on EXHIBIT A to this Amendment. The Premises, not
including the Expansion Premises, is sometimes referred to herein as the
"ORIGINAL PREMISES." Tenant's Proportionate Share with respect to the Expansion
Premises shall be 0.378%, and Tenant's Proportionate Share with respect to the
14,413 RSF of the entire Premises, as of the Expansion Commencement Date, shall
be 3.043%.
5. EXTENSION OF TERM OF LEASE. The "LEASE EXPIRATION DATE," for both the
Original Premises and the Expansion Premises, shall be August 31, 2012. The
period from the Expansion Commencement Date through the Lease Expiration Date is
sometimes referred to herein as the "EXPANSION TERM."
6. BASE RENT.
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a. Original Premises. Beginning on the Effective Date, the Base Rent chart
found in Section 1.1(f) of the Lease shall be replaced with the following as to
the Original Premises, and the Base Rent for the Original Premises shall be as
follows:
PERIOD BASE RENT/RSF ANNUAL BASE RENT MONTHLY BASE RENT
------ ------------- ---------------- -----------------
October 1, 2006 through $26.50 $334,536.00 $27,878.00
September 30, 2007
October 1, 2007 through $27.00 $340,848.00 $28,404.00
September 30, 2008
October 1, 2008 through $27.50 $347,160.00 $28,930.00
September 30, 2009
October 1, 2009 through $28.00 $353,472.00 $29,456.00
September 30, 2010
October 1, 2010 through $28.50 $359,784.00 $29,982.00
September 30, 2011
October 1, 2011 through $29.00 n/a $30,508.00
August 31, 2012
b. Expansion Premises. The Base Rent for the Expansion Premises shall be as
follows:
PERIOD BASE RENT/RSF ANNUAL BASE RENT MONTHLY BASE RENT
------ ------------- ---------------- -----------------
January 1, 2007 through $26.50 n/a $3,950.71
September 30, 2007
October 1, 2007 through $27.00 $48,303.00 $4,025.25
September 30, 2008
October 1, 2008 through $27.50 $49,197.50 $4,099.79
September 30, 2009
October 1, 2009 through $28.00 $50,092.00 $4,174.33
September 30, 2010
October 1, 2010 through $28.50 $50,986.50 $4,248.88
September 30, 2011
October 1, 2011 through $29.00 n/a $4,323.42
August 31, 2012
Notwithstanding the foregoing schedule, Base Rent, on the Original Premises
only, shall be abated for the first five months following the Effective Date
(i.e., October 2006 through February 2007). In addition, Base Rent, on the
Expansion Premises only, shall be abated for the first two months and for the
last three calendar months of the Expansion Term (i.e., January and February
2007, and June through August 2012). Such reductions shall occur only if Tenant
is not then in Default under the Lease and/or this Amendment.
The total amount of Base Rent abated pursuant to the previous paragraph is
collectively referred to as the "ABATED RENT." If Landlord, following an uncured
monetary Event of Default by Tenant, terminates this Lease or, without
terminating this Lease, terminates Tenant's right to possession of some or all
of the Premises, then, in addition to all other rights and remedies available to
Landlord, an amount equal to the total Abated Rent (or the Abated Rent as to
that portion of the Premises for which Tenant's right to possession is
terminated) multiplied by a fraction, the numerator of which is the number of
months remaining in the Lease Term and the denominator of which is 63, shall
immediately become due and payable.
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7. OPERATING COSTS. Commencing with the Effective Date and continuing
through the Expansion Term, BASE YEAR shall mean calendar year 2007. Tenant
acknowledges and agrees that Landlord has the right to maintain its records for
Operating Costs on a cash basis, and to include in Operating Costs for each
calendar year those real estate taxes actually paid by Landlord in that year,
regardless of when such taxes were assessed, imposed, or accrued,. Tenant
further confirms that electricity for Tenant lighting, outlets, and operation of
office machines is separately metered and billed directly to Tenant by
Commonwealth Edison.
8. BROKERS. Tenant represents to Landlord that Tenant has not dealt with
any broker in connection with this Amendment other than Landlord's broker,
Trammell Crow Company, and Tenant's broker, Colliers Bennett & Kahnweiler.
Tenant agrees to indemnify, defend and hold Landlord and Landlord's agents
harmless from all damages, liability and expense (including reasonable
attorneys' fees) arising from any claims or demands of any other brokers or
finders for any commission alleged to be due such brokers or finders in
connection with their participation in the negotiation with Tenant of this
Amendment.
9. TENANT IMPROVEMENTS. Tenant accepts the Premises, including the
Expansion Premises, AS IS, WHERE IS, with all faults. Landlord is not required
to perform or pay for, or provide Tenant with an allowance for, any work or
improvements on the Premises, except as provided below in subparagraphs (a) and
(b):
(a) Landlord shall provide an "ALLOWANCE," in an aggregate amount not to
exceed $180,000.00, which Tenant may use beginning upon Landlord's execution of
this Amendment, and ending on September 30, 2008, for alterations and
improvements to the Original Premises and Expansion Premises by Tenant, together
with related soft costs including architectural and engineering fees, permits,
voice/date cabling, furniture, fixtures, and equipment (collectively, the
"WORK"). The Work shall be planned and performed by Tenant in strict accordance
with the requirements of Section 6.1(e) of the Lease. Landlord agrees that
Tenant may commence alterations and improvements at any time from and after the
Effective Date. Landlord hereby approves Tenant's retention of Leopardo
Construction as Tenant's general contractor. Any portion of the Allowance not
used on or before September 30, 2008, shall expire. Landlord shall contribute
the Allowance within thirty (30) days after Substantial Completion of the Work,
upon being invoiced for the same with all reasonable required documentation
demonstrating such work has been performed by Tenant's contractors. As a
condition of Landlord's disbursement of any part of the Allowance, Tenant shall
provide to Landlord final lien waivers and contractors' affidavits, and invoices
for actual costs, in such form as may reasonably be required by Landlord and
Landlord's lender and title insurance company, from all parties performing labor
or supplying materials or services in connection with the Work.
(b) Landlord shall, at its expense, on or by December 1, 2006, install
sprinkler distribution throughout the Expansion Premises that connects to the
Building's main riser on the 8th floor. All sprinkler heads will be installed in
a good and workmanlike manner and conform to the applications sections of the
building code of the City of Chicago. Landlord further agrees for efficiency
purposes to coordinate the installation of such sprinkler distribution system
with the Work being performed in the Expansion Premises.
It being understood that the Work shall be performed while Tenant remains
in possession of the Original Premises, in no event shall any circumstances
related to such Work and/or Landlord's review and supervision of the Work allow
Tenant to claim that Landlord has committed any breach, interference with
Tenant's use and enjoyment of the Premises, constructive eviction, or similar
wrong, or give Tenant any right of termination, self-help, off-set, set-off,
deduction, or similar remedy. Tenant further acknowledges that the Work may not
be completed by the Expansion Commencement Date, and that this
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circumstance shall not postpone the Expansion Commencement Date, or affect
Tenant's obligation to pay Rent, or make Landlord or its agents or contractors
liable for any damage, loss, liability or expense caused Tenant thereby. It is
understood and agreed that the Abated Rent described in paragraph 6 of this
Amendment shall fully compensate Tenant for any delay in the Expansion Premises
being ready for occupancy.
10. PARKING. During the Expansion Term, AUTHORIZED NUMBER OF PARKING SPACES
shall mean the existing four (4) reserved spaces at a rate of $0 per space per
month in the mall level garage, plus one (1) reserved space at the rate of $0
per space per month in the lower level parking garage.
11. DEPOSIT. Tenant shall make a cash Deposit in the amount of $63,657.42
immediately upon execution of this Amendment, whereupon Landlord shall promptly
return Tenant's Letter of Credit and Tenant's cash Deposit shall constitute the
Deposit under Section 3.2 of the Lease.
12. OPTIONS. The Right of First Offer set forth in Section 13.14 of the
Lease is hereby deleted. Tenant shall have no option under the Lease to renew,
extend, expand, terminate, or cancel; no right of first offer, first refusal, or
purchase; and no similar rights or options, except as follows:
Landlord hereby grants Tenant an option to renew the Lease ("RENEWAL
OPTION"), on the same terms, conditions and provisions contained in the Lease
except as otherwise provided herein, for one period of five years ("RENEWAL
TERM"), commencing on the day after the Lease Expiration Date. Tenant shall
exercise its Renewal Option for the Renewal Term by giving written notice to
Landlord at least twelve (12) months before the Lease Expiration Date, time
being of the essence. If such Renewal Option is not so exercised, it shall
thereupon expire. Tenant may exercise the Renewal Option, and its exercise
thereof shall be effective, only if at the time of Tenant's exercise, and on the
first day of the Renewal Term: (i) the Lease is in full force and effect, (ii)
Tenant is not in Default under the Lease or this Amendment, and (iii) Tenant is
in possession of the entire Premises. Base Annual Rent per rentable square foot
of the Premises payable during the Renewal Term shall be equal to the Market
Rental Rate (as hereafter defined) per rentable square foot for the Premises.
Landlord shall give Tenant written notice of the proposed Market Rental Rate
within sixty (60) days following written request by Tenant made not earlier than
fifteen (15) months prior to the commencement of the Renewal Term. If Tenant has
validly exercised said Renewal Option, then within thirty (30) days after
request by either party hereto, Landlord and Tenant shall enter into a written
amendment to the Lease confirming the terms, conditions and provisions
applicable to the Renewal Term as determined in accordance herewith. The Renewal
Option may be exercised only with respect to the entire Premises (Original
Premises plus Expansion Premises).
As used herein, the term "MARKET RENTAL RATE" per rentable square foot of
the Premises shall mean (i) the annual rate of base rent reasonably determined
by Landlord to be the prevailing market rental rate for comparable tenants for
comparable space in the Property (taking into consideration the duration of the
term for which such space is being leased, location and/or floor level within
the Building, when the applicable rate first becomes effective and other
comparable factors; and reflecting (i.e., reduced, if applicable, to reflect any
prevailing concessions which are not being provided to Tenant in kind)
prevailing concessions, such as, but not limited to, rental concessions, tenant
improvement work, design, construction and moving allowances, and time for
construction of tenant improvements; and assuming that leasing commissions will
be paid) for terms commencing on or about the time for which Market Rental Rate
is being determined hereunder, or, if there is no comparable space or recent
comparable transactions in the Property, then in comparable office buildings in
the Rosemont, Illinois, area, plus (ii) additional components of the Market
Rental Rate, which may include, among the other then prevailing components of
rent, periodic adjustments or additions to a fixed rent based on a share of real
estate taxes and other expenses (such as Additional Rent) and increases to
adjust for inflation. Bona fide written offers to lease comparable space at the
Building received by Landlord from third parties (at arm's
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length) or given by Landlord to third parties (at arm's length) may be used by
Landlord as an indication of the Market Rental Rate.
13. LEASE IN FULL FORCE AND EFFECT. Except as expressly provided herein,
all of the terms and provisions of the Lease shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment in
manner sufficient to bind them as of the day and year first above written.
LANDLORD
O'HARE PLAZA I LLC, a Delaware limited
liability company
By: JONES LANG LASALLE AMERICAS
(ILLINOIS), L. P., Property Manager and
Authorized Agent
By: /s/ Janet Reuter
---------------------------------------
Name: Janet Reuter
-------------------------------------
Its: Sr. V.P.
--------------------------------------
Date: 10/4/06
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TENANT
PCTEL, INC., a Delaware corporation
By: /s/ John W. Schoen
---------------------------------------
Name: John W. Schoen
-------------------------------------
Its: CFO
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Date: 9/29/06
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EXHIBIT A
FLOOR PLAN OF EXPANSION PREMISES
(FLOOR PLAN)
EXHIBIT A
FLOOR PLAN OF EXPANSION PREMISES
Exhibit A, Page 1