EXHIBIT 10.8
AMERICAN PROPERTY MANAGEMENT
2154 N.E. BROADWAY PORTLAND, OREGON 97232
MAILING ADDRESS: P.O. BOX 12127, PORTLAND, OREGON 97212
PHONE (503) 284-2147 FAX (503) 287-1587
THIRD AMENDMENT TO LEASE
LEASE EXTENSION
AUGUST 1, 2000
AMERICAN PROPERTY MANAGEMENT Account #C-02-296-8923-02
It is mutually agreed that the original Lease dated October 29, 1996, The First
Amendment dated December 9, 1997 and The Lease Extension dated September 11,
1998, collectively the "LEASE", between AMERICAN PROPERTY MANAGEMENT CORP. as
agent for and on behalf of WESTON HOLDING CO. L.L.C., ("LESSOR"), and
GARDENBURGER, INC. an Oregon corporation ("LESSEE"), for Suite #400 ("Premises")
in the Morrison Plaza Office Building ("Building") at 1411 SW Morrison Street,
in Portland, Oregon, consisting of approximately 18,850 square feet (this
measurement includes a load factor for the building of 0%) is hereby modified as
follows:
ARTICLE 1 Page One of the LEASE shall be amended with the addition of the
following:
The LEASE term shall be extended for a period of two (2) year(s) commencing
January 1, 2001 and terminating December 31, 2002 ("Extension Term").
ARTICLE 2 Page One of the LEASE shall be amended with the addition of the
following:
Commencing January 1, 2001 the initial Base Rental for the Extension Term shall
be determined by increasing the preceding Base Rent of $21,842.44 per month
based upon the increase between the consumer price index for the U.S. city
average (all urban consumer) October 1999 which was 168.2 and the same consumer
price index as of October 2000.
ARTICLE 3 Section 4.1 of the original Lease, "Lease Consideration", shall be
amended with the addition of the following:
The LESSEE shall submit with this signed Third Amendment to Lease, an additional
Lease Consideration Deposit of ($1,814.73) which shall be held by the LESSOR
together with the Lease Consideration Deposit currently deposited with the
LESSOR under the original Lease ($22,266.56). The new Lease Consideration
Deposit equal to the estimated last month base rent ($24,081.29) shall be held
by the Lessor in accordance with the provisions of the original Lease, Section
4.1.
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ARTICLE 4 Section 38.1 and 38.2 of the original Lease, "Rental Adjustment" and
"Rental Adjustment Dates" shall be replaced with the following:
The Base Rental will be adjusted January 1, 2002 based upon the percentage
increase in the yearly Consumer Price Index for U.S. City average (all urban
consumer), between October 2000 and the same Consumer Price Index as of October
2001. Such information will be secured from the U.S. Bureau of Labor Statistics.
Said increase shall be subject to a minimum annual increase of 3% and a maximum
annual increase of 5%.
ARTICLE 5 Shower Facility
The privileges described in Article 7 of the Lease Extension dated September 11,
1998 shall be extended through December 31, 2002
ARTICLE 6 Section 42.1 of the LEASE, "Interior Design & Modification", and
Section 43.1 of the LEASE, "Lessor Agreed Tenant Improvements", shall be amended
with the following:
See Exhibit "B-2" Space Plan and Exhibit "C-2" Interior Space Work Agreement.
If any provisions contained in this Exhibit "C-2" Interior Space Work Agreement
are inconsistent with any other provisions contained in this LEASE (ie: Exhibit
"B", "B-1" or "B-2" Space Plan) the provisions contained in this Exhibit "C-2"
Interior Space Work Agreement shall control.
ARTICLE 7 Section 44.1 of the original Lease, "Lessee Agreed Improvements" shall
be amended with the following:
1) Subject to Section 10.1 of the original Lease, "Alterations", and provided
the LESSOR approves plans in writing and the work is completed by a
licensed and bonded contractor under the proper building permit from the
City of Portland, LESSEE may install one (1) unisex shower with changing
area adjacent to the women's restroom at LESSEE's sole cost and expense.
Upon written approval of plans by LESSOR, the plans shall be attached as
Exhibit "D" and become part of the LEASE hereto.
2) In addition, and subject to Section 10.1 of the original LEASE,
"Alterations", LESSEE shall have the right to install an all glass door
where indicated "(1)", on the attached Exhibit "B-2" Space Plan, subject
to LESSOR approving the final schematic drawing which includes material
specifications. LESSEE agrees to use a licensed and bonded contractor under
proper building permit from the City of Portland. After the work is
completed, approved by LESSOR and LESSEE provides the LESSOR with invoice,
the LESSOR shall pay for said work based on the actual amount paid, not to
exceed $7,500.00, in the form of a rental credit to be applied to January
2001 rent only.
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ARTICLE 8 Termination
Only in the event LESSEE is acquired by another organization and LESSEE is not
in default, LESSEE will have a one-time right to terminate the LEASE on December
31, 2001 ("Early Termination Date") by providing LESSOR with at least ninety
(90) days written notice prior to Early Termination Date (on or before October
2, 2001), accompanied by a fee equal to three (3) months rent ("Termination
Fee") at the then current monthly Base Rental amount. The Termination Fee will
not be applied to Base Rental and the monthly Base Rent will continue to the
Early Termination Date of December 31, 2001.
ARTICLE 9 Section 49.1, "Option to Renew", of the original Lease shall be
deleted in its entirety and replaced with the following:
LESSEE shall be entitled to one (1) option to renew the LEASE for a term of two
(2) years commencing January 1, 2003 under the current LEASE terms and
conditions with the following exceptions; 1.) the Base Rent will be at the then
prevailing market rate; and 2.) the LESSEE will not have the right to terminate
the LEASE during the renewal term; and 3.) there will not be a rent concession;
and 4.) no tenant improvements will be performed unless mutually agreed upon.
(a) LESSEE shall have no right to exercise an Option, notwithstanding any
provision in the grant of Option to the contrary; (i) during the period
commencing with the giving of any notice of Default under Section 17.1 and
continuing until the noticed Default is cured, or (ii) during the period of time
any monetary obligation due LESSOR from LESSEE is unpaid (without regard to
whether notice thereof is given to LESSEE), or (iii) during the time LESSEE is
in Breach of this LEASE, or (iv) in the event the LESSOR has given to LESSEE
three (3) or more notices of separate Defaults during the twelve (12) month
period immediately preceding the exercise of the Option, whether or not the
defaults are cured.
(b) The Option granted to LESSEE in the LEASE is personal to the original LESSEE
named on Page 1 hereof and cannot be voluntarily or involuntarily assigned or
exercised by any person or entity other than said original LESSEE while the
original LESSEE is in full and actual possession of the Premises and without the
intention of thereafter assigning or subletting. The Option herein granted to
LESSEE is not assignable, either as a part of an assignment of the LEASE or
separately or apart therefrom, and no Option may be separated from the LEASE in
any manner, by reservation or otherwise. However, if this LEASE is assigned to
an acquiring company the Option shall remain in full force and effect, pending
the provisions of paragraph (a) above.
ARTICLE 10
In addition to the rent credit described in Article 7, the LESSOR will provide
the LESSEE a rent concession valued at $5,000.00, which shall also be applied as
a rental credit to January 2001 rent only.
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ARTICLE 11
The signing of this Third Amendment to Lease by the parties hereto constitutes a
Lease between them incorporating all of the terms and conditions contained in
the LEASE heretofore made between LESSEE and LESSOR, or LESSOR'S predecessor in
interest, except as modified by the terms of this Third Amendment to Lease. If
any provisions contained in this Third Amendment to Lease are inconsistent with
any other provisions of the LEASE, the provisions in this Third Amendment to
Lease shall control, unless otherwise provided in this Third Amendment to Lease.
This Third Amendment to Lease is to be attached to the LEASE, which is to be
deemed a part of it. This Third Amendment to Lease shall not be binding at the
sole option of the LESSOR if, as of the commencement date of the extension term
herein, the LESSEE is in default under any of the provisions of the LEASE above
described.
ARTICLE 12
This offer to extend LESSEE'S LEASE shall expire at the sole option of the
LESSOR if this Third Amendment to Lease is not signed and delivered to the
LESSOR with no changes and accompanied by appropriate pre-paid monies by August
7, 2000 at 12 p.m.
IN WITNESS WHEREOF, the respective parties have executed this instrument in
duplicate on this, the day, the month, and the year hereinbelow written, its
corporate signature by authority of its Board of Directors.
LESSOR: LESSEE:
AMERICAN PROPERTY MANAGEMENT CORP. GARDENBURGER, INC.
as agent for and on behalf of an Oregon corporation
WESTON HOLDING CO. L.L.C.,
X/s/ Douglas D. Lindholm By: /s/ Peter W. Shipp
----------------------------------- -------------------
Douglas D. Lindholm Name: Peter W. Shipp
Vice President of Commercial Property Title: Sr. VP/CAO
DATE: August 9, 2000 DATE: August 2, 2000
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EXHIBIT "B-2" SPACE PLAN
GARDENBURGER, INC., an Oregon corporation
1411 SW Morrison, Suite #400
Portland, Oregon 97205
Account # C-02-296-8923-02
[Map of Office Space]
Any changes to this Exhibit "B-2" Space Plan are subject to LESSOR's approval.
Any changes to this plan shall be at LESSEE's sole cost and expense, shall not
delay lease commencement, and may delay LESSEE's occupancy.
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EXHIBIT "C-2" INTERIOR SPACE WORK AGREEMENT
LESSEE: GARDENBURGER, INC., an Oregon corporation
ACCOUNT #:C-02-296-8923-02 BUILDING/SUITE #: Morrison/#400
<TABLE>
<CAPTION>
ACCEPTED AGREED LESSOR LESSEE
ITEM AS-IS IMPROVEMENTS EXPENSE EXPENSE
---- ----- ------------ ------- -------
<S> <C> <C> <C> <C>
PAINTING: X None _____ _____
------ ---------
(Building Standard Color)
FLOORCOVERING: X None _____ _____
--- ---------
(Building Standard Carpet
Color/Cove Base Color)
VINYL FLOORCOVERING: X None _____ _____
--- --------
(Building Standard Vinyl)
LIGHTING: X None _____ _____
--- ---------
(Building Standard Fixtures)
ELECTRICAL: X None _____ _____
--- ---------
(Building Standard 110 Volt)
CEILING: X None _____ _____
--- ---------
(Building Standard Acoustical Tile)
PARTITIONS: X None _____ _____
--- ------
(Building Standard Sheetrock)
DOORS/FRAMES X None _____ _____
----- ----
(Building Standard Quality)
LOCKS/HARDWARE X None _____ _____
--- ----
(Building Standard Quality)
RELIGHTS: X None _____ _____
------ ----
(Building Standard Interior)
WINDOWCOVERING: X None _____ _____
------ ----------
(Building Standard Exterior)
TELEPHONE: X None _____ _____
------ ---------
(Building Standard Mud Rings)
PLUMBING: X None _____ _____
------ ---------
</TABLE>
If LESSEE is modifying their existing space layout, or expanding their leased
premises, it is understood and agreed that all Lessor Agreed Tenant Improvement
work may be performed during normal business hours and will not be deemed as an
interruption of LESSEE'S business and that AMERICAN PROPERTY MANAGEMENT CORP.
assumes no liability for damage to any existing hidden electrical located in the
walls, ceiling and/or floors (i.e., electrical for phones, fax, computers,
office equipment, etc.) that is not indicated on this agreement and brought to
the attention of AMERICAN PROPERTY MANAGEMENT CORP. prior to the office remodel
or is not equipped with an appropriate power surge protection device.
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EXHIBIT "D"
LESSEE AGREED IMPROVEMENTS
GARDENBURGER, INC., an Oregon corporation
1411 SW Morrison, Suite #400
Portland, Oregon 97205
Account # C-02-296-8923-02
[TO BE ATTACHED IF LESSEE INSTALLS A SHOWER]
(SEE ARTICLE 7)
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