No. pages 12
index exhibit pg. none
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
( Mark one )
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1999
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ____________
Commission file number 0-21528
---------
Bell Microproducts Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-3057566
- -------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1941 Ringwood Avenue, San Jose, California 95131-1721
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(408) 451-9400
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No initial report, previously not
------------- --------------required to file
Common Stock, $.01 Par Value -- Number of Shares Outstanding at March 31, 1999:
- ---------------------------- 8,935,218
1
<PAGE>
<TABLE>
Bell Microproducts Inc.
Index to Form 10-Q
<CAPTION>
Page
PART I - FINANCIAL INFORMATION Number
<S> <C> <C>
Item 1: Financial Statements
Condensed Consolidated Balance Sheets - March 31, 1999 and December
31, 1998 3
Condensed Consolidated Statements of Income - Three months ended
March 31, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows - Three months
ended March 31, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3: Quantitative and Qualitative Disclosure about Market Risk 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports 11
Signature 12
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
<TABLE>
ITEM 1: FINANCIAL STATements
<CAPTION>
Bell Microproducts Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
March 31, December 31,
1999 1998
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 1,942 $ 4,082
Accounts receivable, net 127,147 106,609
Inventories 117,391 105,330
Deferred income taxes 4,072 4,072
Prepaid expenses 1,407 1,154
Assets of discontinued operations 46,121 47,790
-------------------- -----------------------
Total current assets 298,080 269,037
Property and equipment, net 3,859 3,355
Goodwill, net 12,226 12,362
Other assets 946 826
-------------------- -----------------------
Total assets $ 315,111 $ 285,580
==================== =======================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 93,499 $ 72,002
Other accrued liabilities 9,511 8,429
Accrued liabilities relating to discontinued
activities 16,534 16,240
-------------------- -----------------------
Total current liabilities 119,544 96,671
Borrowing under the line of credit 107,600 102,400
Other liabilities 34 33
-------------------- -----------------------
Total liabilities 227,178 199,104
-------------------- -----------------------
Commitments and contingencies
Shareholders' equity:
Common Stock, $0.01 par value, 20,000 shares
authorized; 8,935 and 8,914 issued and outstanding
56,332 56,181
Retained earnings 31,477 30,247
Cumulative translation adjustment 124 48
-------------------- -----------------------
Total shareholders' equity 87,933 86,476
-------------------- -----------------------
Total liabilities and shareholders' equity $ 315,111 $ 285,580
==================== =======================
<FN>
The accompanying notes are an integral part of these condensed consolidated financial statements.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
Bell Microproducts Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
<CAPTION>
Three months ended March 31,
------------------------------------
1999 1998
---------------- ---------------
<S> <C> <C>
Sales $219,599 $116,658
Cost of sales 200,177 102,069
---------------- ---------------
Gross profit 19,422 14,589
Selling, general and
administrative expenses 14,955 10,991
---------------- ---------------
Income from continuing operations 4,467 3,598
Interest expense 1,224 781
---------------- ---------------
Income from continuing operations before income
taxes 3,243 2,817
Provision for income taxes 1,362 1,183
---------------- ---------------
Income from continuing operations 1,881 1,634
Loss from discontinued operations, net of
income tax benefit of $471 and $1,042 (651) (1,439)
---------------- ---------------
Net income $ 1,230 $ 195
================ ===============
Earnings per share
Basic
Continuing operations $ 0.21 $ 0.19
Discontinued operations (0.07) (0.17)
---------------- ---------------
Total $ 0.14 $ 0.02
================ ===============
Diluted
Continuing operations $ 0.21 $ 0.19
Discontinued operations (0.07) (0.17)
---------------- ---------------
Total $ 0.14 $ 0.02
================ ===============
Shares used in per share calculation
Basic 8,932 8,723
================ ===============
Diluted 9,010 8,795
================ ===============
<FN>
The accompanying notes are an integral part of these condensed consolidated financial statements.
</FN>
</TABLE>
4
<PAGE>
<TABLE>
Bell Microproducts Inc.
Condensed Consolidated Statements of Cash Flows
(Increase/(decrease) in cash, in thousands)
(unaudited)
<CAPTION>
Three months ended March 31,
- ------------------------------------------------------------------------------------------------------------------
1999 1998
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Income from continuing activities $ 1,881 $ 1,634
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 485 224
Change in allowance for doubtful accounts 491 617
Change in deferred income taxes - 13
Changes in assets and liabilities:
Accounts receivable (21,029) (1,763)
Inventories (12,061) 2,621
Prepaid expenses (253) (308)
Other assets (120) (1)
Accounts payable 21,497 5,523
Other accrued liabilities 1,082 577
------------- -------------
Net cash used in (provided by) continuing operating activities
(8,027) 9,137
Net cash provided by (used in) discontinued operations 1,311 (1,975)
------------- -------------
Net cash used in (provided by) operating activities (6,716) 7,162
------------- -------------
Cash flows from investing activities:
Acquisition of property, equipment and other, net (830) (347)
------------- -------------
Cash flows from financing activities:
Net borrowings/(repayments) under line of credit agreement 5,200 (10,400)
Proceeds from issuance of Common Stock 152 390
Principal payments on long term liabilities 1 4
------------- -------------
Net cash provided by (used in) financing activities 5,353 (10,006)
------------- -------------
Effect of exchange rate changes on cash 53 -
------------- -------------
Net decrease in cash (2,140) (3,191)
Cash at beginning of period 4,082 6,325
------------- -------------
Cash at end of period $ 1,942 $ 3,134
============= =============
<FN>
The accompanying notes are an integral part of these condensed consolidated financial statements.
</FN>
</TABLE>
5
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1 - Basis of Presentation:
As a result of entering into a definitive agreement to sell its Quadrus
Contract Manufacturing Division, as disclosed below, the Company operates in one
operating segment - the distribution segment. The Company markets and
distributes a broad range of semiconductor and computer products primarily to
industrial OEM's, hardware integrators, VARs and other resellers.
The consolidated financial statements presented in this Quarterly
Report are unaudited. It is management's opinion that all adjustments,
consisting of normal recurring items, have been included for a fair basis of
presentation. This Quarterly Report on Form 10-Q should be read in conjunction
with the Company's 1998 Annual Report on Form 10-K. The operating results for
the period ended March 31, 1999 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1999.
Discontinued Operations
On May 3, 1999 the Company announced it had signed a definitive
agreement to sell its Contract Manufacturing Division, Quadrus, for cash at a
final price expected to be in excess of the current book value of that
division's assets and liabilities. The Company expects that the sale will close
in the second quarter, subject to satisfactory regulatory approvals and certain
other conditions to closing. As a result, the operations of Quadrus have been
classified as discontinued in the accompanying condensed financial statements
and notes. Quadrus' revenues were $27.0 million and $12.6 million with net
losses of $0.7 million and $1.4 million in the first quarter of 1999 and 1998,
respectively, after allocated interest expense of $0.6 million and $0.4 million,
respectively. Net assets primarily relate to inventory, property and equipment,
accounts receivable and accounts payable.
Recently Issued Accounting Statement
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes a new
model for accounting for derivatives and hedging activities and supersedes and
amends a number of existing accounting standards. SFAS 133 requires that all
derivatives be recognized in the balance sheet at their fair market value, and
the corresponding derivative gains or losses be either reported in the statement
of operations or a deferred item depending on the type of hedge relationship
that exists with respect to such derivative. Adopting the provisions of SFAS 133
is not expected to have a material effect on the Company's financial statements.
The standard is effective for the Company in fiscal 2000.
Note 2 - Earnings per Share
Basic EPS is computed by dividing net income available to common
shareholders (numerator) by the weighted average number of common shares
outstanding (denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period including stock
options, using the treasury stock method, and convertible preferred stock, using
the if-converted method.
6
<PAGE>
<TABLE>
Following is a reconciliation of the numerators and denominators of the
Basic and Diluted EPS computations for the periods presented below (in
thousands):
<CAPTION>
Three Months Ended
March 31,
------------------------------------
1999 1998
---------------- ---------------
<S> <C> <C>
Net income $ 1,230 $ 195
================ ===============
Weighted average common shares outstanding (Basic) 8,932 8,723
Effect of dilutive warrants and options 78 72
---------------- ---------------
Weighted average common shares outstanding (Diluted) 9,010 8,795
================ ===============
</TABLE>
Note 3 - Comprehensive Income:
<TABLE>
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 120, "Reporting Comprehensive Income." This Statement
establishes standards for reporting comprehensive income and its components in a
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income, as defined, includes all changes in
equity (net assets) during a period from nonowner sources. Examples of items to
be included in comprehensive income, which are excluded from net income, include
foreign currency translation adjustments and unrealized gain/loss on
available-for-sale securities. Financial statements for prior periods will be
reclassified, as required. The Company's total comprehensive earnings were as
follows (in thousands):
<CAPTION>
Three Months Ended
March 31,
------------------------------------
1999 1998
---------------- ---------------
<S> <C> <C>
Net income $ 1,230 $ 195
Other comprehensive income 76 -
---------------- ---------------
Total comprehensive income $ 1,306 $ 195
================ ===============
</TABLE>
Note 4 - Property and Equipment:
<TABLE>
A summary of property and equipment follows (in thousands):
<CAPTION>
March 31, 1999 December 31, 1998
--------------------------- ---------------------------
<S> <C> <C>
Computer and other equipment $ 3,687 $ 3,121
Furniture and fixtures 1,801 1,761
Leasehold improvements 523 476
Warehouse and other equipment 603 484
--------------------------- ---------------------------
6,614 5,842
Accumulated depreciation (2,755) (2,487)
--------------------------- ---------------------------
Total $ 3,859 $ 3,355
=========================== ===========================
</TABLE>
Note 5 - Line of Credit
On November 12, 1998, the Company entered into a Third Amended and
Restated Syndicated Credit Agreement, arranged by California Bank & Trust, as
Agent. The amendment increased the Company's $100 million revolving line of
credit to $130 million and extended the maturity date to May 31, 2000. At the
Company's option, the borrowings under the line of credit will bear interest at
California Bank & Trust's prime rate or the adjusted LIBOR rate plus 1.85%. At
March 31, 1999, the prime interest rate was 7.75%. The balance outstanding on
the revolving line of credit at March 31, 1999 was $107.6 million.
7
<PAGE>
Obligations of the Company under the revolving line of credit are secured by
substantially all of the Company's assets. The revolving line of credit requires
the Company to meet certain financial tests and to comply with certain other
covenants on a quarterly basis, including restrictions on incurrence of debt and
liens, restrictions on mergers, acquisitions, asset dispositions, declaration of
dividends, repurchases of stock, making investments and profitability. The
Company was in compliance with its bank covenants at March 31, 1999; however,
there can be no assurance that the Company will be in compliance in the future.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Information Regarding Forward-Looking Statements
The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including the timing of delivery of products from suppliers, the
product mix sold by the Company, the integration of acquired businesses,
customer demand, the Company's dependence on a small number of customers that
account for a significant portion of revenues, availability of products from
suppliers, cyclicality in the disk drive and other industries, price competition
for products sold by the Company, management of growth, the Company's ability to
collect accounts receivable, price decreases on inventory that is not price
protected, potential year 2000 costs, potential interest rate fluctuations as
described below and the other risk factors detailed in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998 filed with the
Securities and Exchange Commission. The Company assumes no obligation to update
such forward-looking statements or to update the reasons actual results could
differ materially from those anticipated in such forward-looking statements.
Three months ended March 31, 1999 compared to three months ended March 31, 1998
Sales were $219.6 million for the quarter ended March 31, 1999, which
represented an increase of $102.9 million, or 88% compared to the same quarter
in 1998. Computer product sales increased by $98.0 million primarily due to the
growth in unit sales in existing product lines, the addition of new lines and
expansion of the customer base related to the acquisitions of the Computer
Products Division of Almo Corporation ("Almo CPD") and Tenex Data Division of
Axidata, Inc. ("Tenex Data") in November 1998. Semiconductor sales increased by
$4.9 million primarily due to growth in unit sales in existing product lines and
the addition of new lines.
The Company's gross profit for the first quarter of 1999 was $19.4
million, an increase of $4.8 million, or 33% from the first quarter of 1998. The
increase in gross profit was primarily the result of increased sales volume. As
a percentage of sales, overall gross margins were 8.8% compared to 12.5% in the
same period last year. This decrease was primarily due to the increase in the
proportion of computer product sales, which typically have lower margins than
semiconductors, customer mix and increased competitive pricing in the industry.
Marketing, general and administrative expenses increased to $15.0
million in the first quarter of 1999 from $11.0 million in the first quarter of
1998, an increase of $4.0 million, or 36%. This increase in expenses was
attributable to the acquisitions of Almo CPD and Tenex Data, the Company's
continuing effort to expand its sales and marketing organization and increased
sales volume.
Interest expense was $1.2 million in the first quarter of 1999 as
compared to $0.8 million in the same period last year. This increase was
primarily due to higher bank borrowings throughout the first quarter of 1999 in
relation to the comparable 1998 quarter.
The effective income tax rate remained the same, 42%, during both
periods.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
In recent years, the Company has funded its working capital
requirements principally through borrowings under bank lines of credit. Working
capital requirements have included the financing of increases in inventory and
accounts receivable resulting from sales growth.
The Company's revolving line of credit is $130 million. In May 1999 the
line of credit was temporarily increased to $140 million to enable the Company
to take advantage of certain inventory purchase terms. The $10 million increase
expires June 1, 1999. At the Company's option, the borrowings under the line of
credit will bear interest at California Bank & Trust's prime rate or the
adjusted LIBOR rate plus 1.85%. At March 31, 1999, the prime interest rate was
7.75%. The balance outstanding on the revolving line of credit at March 31, 1999
was $107.6 million. Obligations of the Company under the revolving line of
credit are secured by substantially all of the Company's assets. The revolving
line of credit requires the Company to meet certain financial tests and to
comply with certain other covenants on a quarterly basis, including restrictions
on incurrence of debt and liens, restrictions on mergers, acquisitions, asset
dispositions, declaration of dividends, repurchases of stock, making investments
and profitability. The Company was in compliance with its bank covenants at
March 31, 1999; however, there can be no assurance that the Company will be in
compliance with its bank covenants in the future. If the Company does not remain
in compliance with the covenants in its Amended and Restated Syndicated Credit
Agreement and is unable to obtain a waiver of noncompliance from its banks, the
Company's financial condition and results of operations would be materially
adversely affected. The Company intends to utilize its revolving line of credit
to fund future working capital requirements. The Company evaluates potential
acquisitions from time to time and may utilize its line of credit to acquire
complementary businesses, provided consent from its banks is obtained.
On November 13, 1998, the Company acquired the Computer Products
Division of Almo Corporation for a total consideration of approximately $21.7
million. On November 19, 1998, the Company acquired Tenex Data, a division of
Axidata, Inc. for a total consideration of approximately $5.8 million. Both
acquisitions were financed with cash and funded through the Company's revolving
line of credit.
Net cash used in operating activities for the three months ended March
31, 1999, was $6.7 million. The Company's accounts payable increased to $93.5
million as of March 31, 1999 from $72.0 million as of December 31, 1998,
primarily due to increased inventory purchases as well as timing of inventory
receipts and payments related thereto. The Company's net accounts receivable as
of March 31, 1999 increased to $127.1 million from $106.6 million as of December
31, 1998. The Company's inventories as of March 31, 1999 increased to $117.4
million from $105.3 million as of December 31, 1998, primarily as a result of
the Company's need to support anticipated future sales requirements. Net cash
provided by financing activities during the three months ended March 31, 1999
totaled $5.4 million, which was primarily related to the borrowings under the
Company's line of credit. The Company's future cash requirements will depend on
numerous factors, including potential acquisitions and the rate of growth of its
sales. The Company may, in the future, seek additional debt or equity financing
to fund continued growth.
YEAR 2000 COMPLIANCE
The Year 2000 issue relates to the way computer systems and programs
define calendar dates; they could fail or make miscalculations due to
interpreting a date including "00" to mean 1900, not 2000. This could result in
system failures causing disruptions in operations, including among other things,
interruptions in processing business transactions and other normal business
operations. Also, many systems and equipment that are not typically thought of
as "computer-related" (referred to as non-IT) contain embedded hardware or
software that may have a time element.
The Company's plan to address the Year 2000 issue includes three
phases: identification of all systems and equipment, both information technology
("IT") and non-IT that may be affected by the Year 2000 issue; evaluation and
development of strategies to address affected systems and equipment; and
remediation of affected systems and equipment.
9
<PAGE>
The Company has completed the first two phases in that it has
identified all affected systems and equipment, both IT and non-IT, and has
completed its Year 2000 compliance evaluation. The Company has determined that
the majority of its affected systems (both software and hardware) require
upgrade versus replacement in order to become Year 2000 compliant. As of March
31, 1999, the Company has incurred expenses totaling approximately $75,000.
Estimated costs to complete the implementation including installation/upgrade,
testing and training is approximately $100,000. The Company has an objective for
its systems and equipment to be Year 2000 compliant in the second quarter of
1999. The Company has extended its estimated completion of remediation from the
first quarter of 1999 to the second quarter of 1999 due to the acquisitions of
the Computer Products Division of Almo Corporation and Tenex Data Division of
Axidata, Inc. in November 1998.
The Company has identified and contacted its critical suppliers,
service providers and contractors to determine the extent to which the Company's
interface systems are vulnerable to those third parties' failure to remedy their
own Year 2000 issues. To the extent that responses to Year 2000 readiness are
unsatisfactory, the Company intends to change suppliers, service providers and
contractors to those who have demonstrated Year 2000 readiness but cannot be
assured that it will be successful in finding such alternative suppliers,
service providers and contractors. The Company does not currently have any
formal information concerning the Year 2000 compliance status of its customers
but has received indications that most of its customers are working on Year 2000
compliance. In the event that any of the Company's significant customers and
suppliers do not successfully and timely achieve Year 2000 compliance, and the
Company is unable to replace them with new customers or alternate suppliers, the
Company's business or operations could be adversely affected. In the event Year
2000 issues relating to key customers and suppliers are not successfully
resolved, based on information available to us at present, we believe that the
most likely worst case scenario is a temporary disruption in infrastructure
service, particularly power and telecommunications, which could adversely impact
supplier deliveries or customer shipments. If severe disruptions occur in these
areas and are not corrected in a timely manner, a revenue or profit shortfall
may result in the year 2000. The Company has no contingency plan regarding the
most reasonably likely case scenario in the event it does not adequately address
the Year 2000 issue. The Company's plans to develop a contingency plan before
April 1,1999 have been delayed until the third quarter of 1999 due to the two
acquisitions in November 1998.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's line of credit has an interest rate that is based on
associated rates such as LIBOR and the Prime Rate that may fluctuate over time
based on changes in the economic environment. The Company is subject to interest
rate risk, and could be subjected to increased interest payments if market
interest rates fluctuate. An effective increase or decrease of 10% in such
interest rate percentages would affect the Company's results from operations by
approximately 10%. The potential change noted above is based on sensitivity
analysis performed by the Company as of March 31, 1999.
Substantially all of the Company's revenue and capital expenditure are
transacted in US Dollars. Transactions in other currencies and the associated
risks of depreciation of value and volatility of cashflows have not been
material to date. The Company is likely to be subject to increased foreign
currency transactions and associated risks following the acquisition of
Toronto-based Tenex Data in November 1998. To the extent the Company is unable
to manage these risks, the Company's results and financial position could be
materially adversely affected.
10
<PAGE>
Item 6. Exhibits and Reports
(a) Exhibits:
10.1 Lease dated February 17, 1999 for Registrant's facilities
at 4048 Castle Avenue, New Castle, Delaware.
27. Financial Data Schedule for the quarter ended March 31, 1999.
(b) Reports on Form 8-K:
None
11
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 14, 1999
BELL MICROPRODUCTS INC.
By: Remo E. Canessa
---------------------------
Vice President of Finance &
Chief Financial Officer
(Principal Financial Officer and Accounting Officer)
LEASE
This lease, made this 17th day of February, 1999, between V&N COMPANY
having an office at 4048 New Castle Avenue, New Castle, Delaware 19720
("Landlord") and Bell Micro Products, Inc. ("Tenant").
WITNESSETH:
The Landlord hereby lets unto Tenant and Tenant hereby hires and takes
from Landlord the following described property: 220 Lisa Drive, Unit A, New
Castle, DE 19720, approximately 51,667 square feet of warehouse (the "Premises)
(see Exhibit A) part of a larger 62,271 square foot building and project known
as Parkway Business Center (See Exhibit B).
To have and to hold the premises unto Tenant, it successors and assigns
subject to all of the following terms, covenants, conditions, and agreements
herein contained for a term commencing April 1, 1999 or one (1) week after
delivery of space and completion of TI's in paragraph 28, whichever is later and
ending 74 months later ("Lease Term").
1. RENT: Tenant shall pay to Landlord rent at the monthly rate of
Twenty Three Thousand Four Hundred Sixty Seven Dollars and 15/100 ($23,467.15)
commencing with 3rd month of term.
2. POSSESSION: It is contemplated that the premises shall be
substantially completed and a Certificate of Occupancy issued by the appropriate
governmental authority on or about April 1, 1999 or as soon thereafter as is
reasonably possible. If a Certificate of Occupancy for the demised premises has
not been issued by such date, the term of this Lease shall commence and take
effect and rent shall be payable by Tenant from the time the said premises have
been certified for occupancy. Tenant has right to terminate if possession is not
delivered by June 1, 1999. Landlord shall warrant that the interior and exterior
of the premises do not violate any ordinance, rule, code or regulation of any
governmental agency and has not received any notice of any possible violation.
All TI's are to be built to code by a licensed contractor.
3. USE OF PREMISES:
a. Tenant may use the Premises for warehousing, storage,
supplies, distribution, office and other related legal uses. The premises can be
used for the above purposes or any other usage not deemed to be hazardous,
damaging or degrading on account of fire or otherwise. The Landlord is aware of
Tenants intended use and does not consider it hazardous.
b. Tenant shall comply with all governmental laws, ordinances
and regulations applicable to its use of the demised premises, and shall
promptly comply with all governmental orders and directives for the correction,
prevention and abatement of nuisances in or upon or connected with its use of
the demised premises, all at Tenant's sole risk and expense.
c. In the event the State, County or local building code
requires any repairs, modifications, alterations or additions to the premises or
surrounding grounds to permit the continued use of the premises by the Tenant
for the purposes stated in this Lease, the Landlord shall promptly undertake to
do all such required work at its expense, except Landlord will not be
1
<PAGE>
responsible for maintaining the visual appearance of the lot area (as defined on
Exhibit A). Tenant will be responsible for screening and maintaining the lot
area so that it does not detract from the surrounding buildings. At the request
of the Landlord, Tenant shall clean up the lot area, which is unsightly.
Landlord shall be reasonable in such request.
4. UTILITY SERVICES: The Landlord shall, at its expense, furnish a new
heating and cooling system for the office/showroom area and heating system for
the warehouse area. Landlord will design the heating system installed in the
office/showroom area to provide a temperature of seventy (70) degrees Fahrenheit
when the outside temperature is zero (0) degrees Fahrenheit. The warehouse
heating system will be capable of providing a temperature of at least sixty (60)
degrees Fahrenheit in the building when the outside temperature is zero (0)
degrees Fahrenheit. The tenant shall pay for all electricity, gas, fuel oil,
sewer charges, and water consumed on the Premises.
5. MAINTENANCE BY LANDLORD:
a. Landlord shall at its expense maintain, including
replacement if necessary, only the roof, foundation, and the structural
soundness of the exterior walls of the building in good repair and condition,
including termite eradication throughout, parking lots, driveways, landscaping,
snow removal, exterior lights and exterior utilities but excluding all windows,
window glass, plate glass, and all doors.
b. Tenant shall repair and pay for any damage caused by
Tenant's negligence or default hereunder or that of its agents, invitees,
employees, and customers. Tenant shall immediately give written notice to
Landlord of the need for repairs and Landlord shall proceed promptly to make
such repairs, Landlord's liability hereunder shall be limited to the cost of
such repairs or corrections.
6. MAINTENANCE BY TENANT:
a. Tenant covenants throughout the term, at its expense, to
maintain in good order and repair the interior structure of the Premises, and to
maintain and replace when necessary, all window and door glass therein, interior
and exterior, to maintain and repair all building service equipment within the
premises, therein including, but not limited to, electrical, plumbing, heating,
air conditioning, and sprinkler equipment, pipes, wires, ducts, fixtures, and
appliances; to make all ordinary and necessary repairs, to keep the Premises in
a safe, clean and sanitary condition, to provide for the removal of trash and
rubbish;, and to surrender to Premises at the end of the term in as good
condition as when received except for ordinary wear and use, fire or other
unavoidable casualty.
b. Without limiting Tenant's obligations under Para. 6a above,
Tenant shall, at all times during the term of this Lease, have and keep in force
a maintenance contract, in form and with a contractor satisfactory to Landlord,
providing for inspection at least once each calendar quarter of the heating, air
conditioning and ventilating equipment (which inspection shall encompass the
work described on Exhibit A attached hereto and made a part hereof), and
providing for necessary repairs thereto. Said contract shall provide that it
will not be cancelable by either party thereto except upon thirty (30) days'
prior written notice to Landlord. Tenant shall send to Landlord a copy of this
contract within thirty (30) days of the commencement date of this Lease, as well
as provide Landlord with copies of all service calls and reports within fifteen
(15) days after any service call.
2
<PAGE>
EXHIBIT "A" - The following work will be required in accordance with the
maintenance contract required in Para. 6b of the attached Lease:
1. Check performance of all major components
2. Lubricate moving parts as required
3. Check refrigerant charges (during cooling season)
4. Inspect for oil and refrigerant leaks
5. Check operating and safety controls
6. Check pressures and temperatures
7. Inspect condensers
8. Inspect fans, motors and starters
9. Tighten electrical connections at equipment
10. Test amperages and voltages
11. Check belts and drives
12. Change oil and filters, or dryers, as required (at least four times
per year)
13. Check temperature on control system
14. Thoroughly inspect heat exchanger
c. Notwithstanding anything herein contained, the Landlord's
obligation with respect to the repair of any damage to the premises caused by
fire or other casualty or by a condemnation shall be determined under the
provisions of Paras. 7 and 8, respectively, and not of this Paragraph.
d. Should Landlord fail to perform any of the duties required
to be performed by it pursuant to this Paragraph or Para. 3c of this Lease
within forty-five (45) days after such failure, Landlord agrees that Tenant may
have the necessary work performed by a responsible contractor to be selected by
the Tenant after receiving three (3) bids for the required work. The Tenant
shall not, however, have any required work performed without first giving the
Landlord thirty (30) days notice in writing except in the case of emergency. The
Tenant may deduct the cost of all such necessary repairs to the Premises, which
it has made from the monthly rent or rentals.
7. FIRE AND OTHER CASUALTIES: If the Premises are damaged or destroyed
by fire or other casualty, Tenant shall give prompt notice thereof to Landlord.
a. If in the mutual judgment of either party, the Premises are
not usable for Tenant's purposes either party may, at their option, either
terminate this Lease or elect to repair and/or rebuild the Premises. Either
party shall notify the other as to its election within thirty (30) days after
said notice. If either party elects to terminate this Lease, the Lease shall be
deemed terminated as of the date of the casualty, any rent paid being
appropriately apportioned. If either party elects to rebuild and/or repair the
Premises, then either party shall, as soon as possible after receipt they shall
enter into good faith negotiations to determine the terms for the repair or
rebuilding of the Premises, it being understood that in no event shall rent
accrue or be payable hereunder between the date of the casualty and completion
of all repairs. If; within sixty (60) days after notification of the occurrence
of a casualty, no satisfactory terms have been reached, then either party may
terminate the Lease without liability as of the date of casualty, any rent paid
being appropriately apportioned.
3
<PAGE>
All such work to be performed by Landlord, hereunder shall be done in
such manner that upon completion thereof, the Premises as restored shall be as
useful for its intended purposes as immediately prior to the occurrence of the
casualty.
b. If, in the mutual judgment of the Landlord and Tenant, the
Premises are usable for Tenant's purposes, such destruction shall in no way
annul or void the Lease, except that, the annual rent payable under Para. 1
hereof shall be appropriately reduced and adjusted between Landlord and Tenant
as of the date of the occurrence of the casualty, which reduction shall be in
accordance with the ratio which the area of the damaged Premises bears to the
area of the Premises prior to the occurrence of the casualty. The Landlord shall
restore the Premises within one hundred twenty (120) days period of Tenant shall
have the right to cancel this lease without being liable to Landlord for any
rent or damages whatsoever at any time before such restoration is completed,
provided, however, that in the event Landlord is unable to complete the
necessary repairs within said one hundred twenty (120) day period because of
events beyond its control, such as inclement weather, strikes, lack of an
available labor force, or acts of God, then the one hundred twenty (120) day
period shall be adjusted to reflect the delays caused by such events. Both
parties agree to subrogate to each other's insurance carrier.
8. CONDEMNATION:
a. If the premises shall be taken under any condemnation or
eminent domain proceeding, or if such part of the Premises be taken that in the
mutual judgment of the Landlord and Tenant, the remainder is not suitable for
the Tenant's purposes as set forth in Para. 3 hereof; then this Lease shall
terminate as of the date Tenant's use and occupancy thereof was terminated. Any
rent paid being appropriately apportioned.
b. If any part of the Premises shall be taken under any
condemnation or eminent domain proceeding that, in the mutual judgment of the
Landlord and Tenant, the remainder is suitable for the Tenant's purposes as set
forth in Para. 3 hereof, than the annual rent payable under Para. 1 hereof shall
be appropriately reduced and adjusted between Landlord and Tenants as of the
date Tenant shall be required to surrender to the taking authority the taken
portion of the Premises, which reduction shall be in accordance with the ratio
which the area of the taken portion of the Premises bears to the area of the
entire Premises prior to the taking.
c. The proceeds of any condemnation or eminent domain
proceeding award, settlement or compromise for the value of the Premises taken
shall be distributed between Landlord and Tenant in accordance with their
respective interests. If in the condemnation or eminent domain proceedings the
value of Tenant's interest in the Premises is not specifically determined,
Landlord and Tenant shall negotiate in good faith to agree upon the value of
Tenant's interest. In the event Landlord and Tenant are unable to reach an
agreement, Tenant may resort to arbitration as provided in Para. 12 hereof. For
the purposes of this provision, Tenant's interest shall be construed to include
only the value of any alterations or additions made or fixtures installed in the
Premises at the expense of Tenant in accord with Para. 9 hereof and the loss of
business, if any, attributable to the taking. Tenant shall not be entitled to
compensation for the value of its leasehold interest.
The provisions of this Para. 8 shall survive termination or expiration of this
Lease.
4
<PAGE>
9. ALTERATIONS, CHANGES AND IMPROVEMENTS: Tenant shall not create any
openings in the roof or exterior walls, nor make any alterations, additions, or
improvements to the demised premises without the Landlord's prior consent.
Consent for those alterations, additions or improvements shall not be
unreasonably withheld by Landlord. Tenant shall have the right at all times to
install Tenant's shelves, bins, machinery, air conditioning or heating equipment
trade fixtures and signs, and may erect communications antennas on either the
side and/or roof of the premises, provided Tenant complies with all applicable
governmental laws, ordinances and regulations, and further provided that such
installations by Tenant shall not overload, damage or deface the demised
premises and shall be done in good and workmanlike manner.
In making any alterations, additions or improvements, Tenant shall not
do or suffer, nor have power to do or suffer, anything to be done whereby the
Premises may be encumbered by a mechanics' lien or claim. Nothing contained
herein shall be taken as giving expressly or impliedly to Tenant any power to
subject the Premises to any mechanics' lien or claim, it being intended that
whatever is done by Tenant shall be done solely at Tenant's own cost, risk and
expense. Tenant shall whenever and as often as any mechanics' lien or claim is
filed against the Premises purporting to be for labor or materials furnished or
to be furnished, discharge the same of record within ten (10) days after date of
filing, or deposit with Landlord an amount equal to the amount claimed in such
mechanics' lien proceeding or claims. Tenant shall save Landlord harmless from
and indemnify Landlord against, any and all claims for injury, loss or damage to
persons or property caused by or resulting from the doing of any such work.
10. ASSIGNMENT AND SUBLEASING: Provided Tenant is not in default of any
of the terms, conditions or covenants contained in this Lease, Tenant shall not,
without the prior consent of the Landlord, assign or sublet the Premises. Tenant
shall have the right to sublease/assign all or any portion of its Premises
during the term of the lease to an affiliate or subsidiary of the parent company
without Landlord's approval and to a qualified Tenant or Tenants, subject to
Landlord's approval which shall not be unreasonably withheld or delayed. No
response within five (5) days shall be deemed as Landlord's approval, any
profits generated by said subleasing or assignment shall be allotted 100% to
Tenant. No assignment or subletting shall be for any use which is unlawful,
detrimental to the demised premises, more hazardous on account of fire or
otherwise, or for a use that will cause greater wear and tear than the use for
which the premises are leased as defined in Paragraph 3 hereinabove or for a
term which would extend beyond the termination date of this Lease.
Notwithstanding any such sublease or assignment, Tenant shall remain principal
obligor to the Landlord under all the terms, conditions, covenants and
obligations of this Lease; and, the acceptance of an assignment or subletting of
the premises by any firm, person or corporation shall be construed as a promise
on the part of such assignee or subtenant to be bound by and perform all of the
terms, conditions and covenants by which Tenant herein is bound. No such
assignment or subletting shall be construed to constitute a novation or a
release of any claim Landlord may then or thereafter have against Tenant
hereunder. In the event of default by Tenant while the demised premises are
assigned or sublet, Landlord, in addition to any other remedies provided herein
(or provided by law), may at Landlord's option, collect directly from such
assignee or subtenant all rents becoming due to Tenant under such assignment or
sublease and Landlord may apply such rent against any sums due to Landlord by
Tenant hereunder. No direct collection by Landlord from any such assignee or
subtenant shall release Tenant from the further performance of its obligations
hereunder.
5
<PAGE>
11. LANDLORD'S RIGHT OF ENTRY: Landlord shall have the right to enter
upon the demised premises or any part thereof without charge at all reasonable
times with reasonable notice and in the case of emergency, at any time, for the
purpose of determining whether the covenants herein contained are being carried
out by Tenant, to inspect the physical condition of the demised premises, to
make or facilitate any repairs or alterations to the demised premises (but
nothing contained in this Para. shall obligate Landlord to make any repairs or
alterations), to show the demised premises to prospective purchasers or tenants
and Tenant shall not be entitled to any abatement or reduction of rent damages
by reason of any of the foregoing. Provided, however, that any such access shall
only be allowed if Landlord or his representative is accompanied by an employee
of the Tenant, and Tenant hereby agrees not to unreasonably withhold the
providing of said employee for this purpose.
12. DISPUTES: Any dispute arising out of this Lease shall be settled by
arbitration as provided herein. Within ten (10) days after either party shall
have requested arbitration in writing, the parties shall agree on an impartial
arbitrator, and failing agreement, he shall be selected by the American
Arbitration Association at the request of either party. The arbitration shall be
conducted in accordance with the rules then obtaining of the American
Arbitration Association and judgment upon the award granted by the arbitrator
may be entered in any court having jurisdiction thereof. Fees, costs and
expenses of the arbitrator shall be borne by the party against whom the
arbitrator shall be determined or, in the case of determination by compromise by
the parties in such proportion as the arbitrator shall designate.
13. QUIET ENJOYMENT: Landlord covenants that so long as Tenant is not
in default hereunder, Tenant shall peacefully and quietly have, hold and enjoy
the Premises for the term of this Lease.
14. NOTICES: Unless otherwise provided in this Lease, all notices,
demands, requests or other communications hereunder which may be or are required
to be given by either party to the other shall be in writing and shall be deemed
to have been duly given, effective upon receipt of first class certified mail,
return receipt requested, to the appropriate party at its address as set forth
below or to such other address as may have been furnished in writing to the
party giving the notice by the party to whom notice is to be given:
TO TENANT: Bell Micro Products, Inc.
Attn: VP of Operations
1921 Ringwood Avenue
San Jose, CA 95131
(408) 451-9400
TO LANDLORD: V&N Company
4048 New Castle Avenue
New Castle, DE 19720
15. SURRENDER: Tenant shall, upon expiration of this Lease, quit and
surrender the premises in the same condition in which said Premises were at the
beginning of this Lease, except for reasonable wear and tear, natural
deterioration beyond the control of Tenant and damage by fire or other casualty
not caused by Tenant, its agents, invitees, employees or customers. Tenant may,
at its option, either abandon in place or remove from the premises any or
6
<PAGE>
all alterations, additions, Improvements, equipment and fixtures installed by
Tenant. Any damage done to the premises by the Tenant's removal of anything,
which may so be removed hereunder by Tenant, shall be repaired by the Tenant at
its sole cost and expense.
16. REAL ESTATE TAXES:
a. The Landlord covenants that it shall pay all special
charges and assessments levied or otherwise imposed on the premises including,
but not limited to, special charges and assessments for the construction,
installation, repairs and maintenance of roads, sewage systems and street
lighting. In the event of non-payment thereof, Tenant shall have the option of
paying the same and crediting such payment against rent due or to become due
hereunder.
17. INSURANCE:
a. Tenant shall maintain in full force and effect during the
term of the lease or any renewal or extension thereof, public liability
insurance in amounts of not less than One Hundred Fifty Thousand Dollars
($150,000.00) and Three Hundred Thousand Dollars, ($300,000.00) covering the
risks generally included in such a policy. Such a policy shall name Landlord as
an additional insured and Tenant as insured, as its interests shall appear, and
shall be effected by valid and enforceable satisfactory to Owner. The policy
shall expressly mutually waive and bar any claim of subrogation against
Landlord. Appropriate certificates shall be furnished to Landlord by Tenant to
prove issuance of such policies and their coverage.
b. The Landlord will place fire and extended coverage
insurance, including liability insurance for ($1,000,000.00) upon all buildings
and other improvements constituting a part of the demised premises and the
amount shall be for the full insurable replacement value thereof.
18. EQUIPMENT WARRANTY: Landlord hereby agrees to give Tenant the
benefit of any and all warranties or guarantees, if any, which Landlord may have
or to which Landlord is entitled, covering air conditioning equipment, heating
equipment, plumbing or any other portion of the herein demised premises which is
the subject of a warranty of guaranty and for which Tenant is responsible under
this Lease, and covering the roof if Tenant performs Landlord's obligation with
respect thereto under Para. 6d of this Lease.
19. DEFAULT: If during the term of this Lease there shall occur any of
the following events:
a. if the Tenant shall file a voluntary petition in bankruptcy
or for reorganization, or shall make an assignment for the benefit of its
creditors, or shall admit in writing its inability to pay its debts generally as
they become due, or
b. if a receiver, trustee or liquidator of the Tenant or if
all or substantially all of the property of the Tenant shall be appointed in any
proceeding brought by the Tenant, or if any such receiver, trustee or
liquidation shall be appointed in any proceeding brought against the Tenant and
such receiver, trustee or liquidator shall not be discharged within sixty (60)
days after such appointment, or if the Tenant by the order or decree of a court
shall be adjudicated a bankrupt or declared insolvent, or shall be dissolved, or
7
<PAGE>
c. if a petition proposing the liquidation or reorganization
of the Tenant pursuant to the Federal Bankruptcy Act or any similar law, Federal
or State, shall be filed against the Tenant and such petition shall not be
discharged or denied within sixty (60) days, or
d. if the interest of the Tenant in the premises shall be sold
under execution of other legal process, or
e. if the Tenant shall fail to pay any installment of rent or
sum payable as rent within ten (10) days of date due.
f. if the Tenant shall default in the performance of any other
requirement of this Lease and any such failure shall continue for twenty (20)
days and which Tenant shall not in good faith and with due diligence be
proceeding to cure.
In any of such events of default (i.e. as set forth above in Paragraph
19 a-f) after written notification with a reasonable time to cure, Landlord may
at Landlord's option either terminate this Lease or re-enter and take possession
of the Premises, and either the giving of such notice or such re-entry and
taking possession shall terminate this Lease and all the right, title and
interest of Tenant hereunder, without prejudice, however, to the right of the
Landlord to exercise all other available legal remedies and without discharging
Tenant from any of its liabilities hereunder.
In the case of any default hereunder, Landlord shall have the right to
pursue statutory summary possession proceedings without prejudice to Landlord's
exercise of its other remedies hereunder.
In the case of any default hereunder, Landlord may exercise its
statutory remedy of distress for rent without prejudice to Landlord's exercise
of its other remedies hereunder.
20. INDEMNIFICATION OF LANDLORD/TENANT: Neither Tenant or Landlord
shall have liability to the other party or to third persons for property damage
or personal injuries resulting from any act or omission by Tenant or Landlord
under this Lease, and each party shall indemnify and save the other party
harmless from all liability, loss and claims of every kind and nature arising
out of the obligations of either party undertaken herein, excepting, however,
losses or claims paid for by insurance, and damage, personal injuries,
liability, loss or claims caused by the negligence of either party, its agents,
representatives or invitees.
21. SUBORDINATION: This Lease is and shall be subordinate to each
mortgage, and to all renewals, modifications, amendments, replacement,
consolidation and extensions, thereof, at any time a lien upon Landlord's
interest in the Premises; provided, however, that if any such mortgage shall be
foreclosed and if Tenant shall not then be in default under this Lease, then the
mortgagee shall not disturb Tenant's occupancy of the Premises by reason of the
foreclosure of any such mortgage and Tenant shall have the quiet, peaceful and
uninterrupted possession of the demised premises. Landlord shall provide Tenant
with a non-disturbance agreement from any lender.
22. DEFINITION OF LANDLORD AND TENANT: Wherever used herein, the words
"Landlord" and "Tenant" shall be construed to mean Landlords and Tenants where
there is
8
<PAGE>
more than one Landlord or Tenant, and the necessary grammatical changes required
to make the provisions hereof apply either to corporations, partnerships or
individuals, men or women, shall in all cases be assumed as though in each case
fully expressed. Each of the provisions of this Lease shall extend to, and shall
bind or inure to the benefit of not only Landlord and Tenant, but also their
respective heirs, successors, legal representatives and assigns, so far as this
Lease and the term hereby created is assignable by the terms hereof.
23. TITLES OF NO EFFECT: The titles set forth in this Lease, and the
references to such titles at various places in this Lease, are intended for ease
of reference only and shall have no force or effect in the interpretation of
this Lease.
24. ENTIRE AGREEMENT: This Lease Agreement embodies the entire
agreement between the parties hereto and there have been no agreements,
representations, or warranties between the parties other than those set forth or
provided for herein. This Lease Agreement may not be changed or modified in
whole or in part except by supplemental Lease Agreement signed by the parties
hereto.
25. OPTIONS: Provided tenant is not in default of this lease, Landlord
shall grant to tenant the option of extending this lease for one (1) period of
three (3) years. Tenant shall provide no less than four (4) month's prior
written notice of its intention to extend the lease. The rent paid at the end of
the initial term shall be increased by 3% per year thereafter.
26. RENT ANNUAL INCREASE: Three (3%) percent per annum commencing with
the 15th month and every twelve months thereafter non-compounded -- 15th month
$24,171.17; 27th month $24,875.18; 39th month $25,579.20; 51st month $26,283.21;
and the 63rd month $26,987.22.
27. CAM INCLUDING REAL ESTATE TAXES & INSURANCE: is included in the
rent.
28. TENANT IMPROVEMENTS: Landlord at Landlord's sole cost and expense,
shall improve the premises as follows:
A. Install new office area to include:
(1). A break room with cabinets and sinks, 25'x20'
(2). Will call area, 10'xl0'
(3). Reception area, 12'x14'
(4). 3 offices, l0'x12'
(5). A conference room, 14'x16'
(6). Male and female rest rooms to accommodate a total of
20-25 people and janitorial room
B. Warehouse area:
(1). Insulated
(2). Space heated
(3). Sprinklers installed to insurance carrier standards for
storage of electronic components and corrugated boxes
9
<PAGE>
(4). Halogen/Halide lighting with brightness adequate to pick
small parts at the floor level
C. Exterior of Premises:
(1). Eight (8) dock seals (l0'xl0') with elevated land
levelers and seals/shelter
(2). 2 grade level doors, 12'x14'
(3). All parking lots paved and striped
Tenant and Landlord to mutually agree on quality, color, etc., of TI's
(see Exhibit A)
29. OPTION ON ADJACENT SPACE: Tenant shall have the right to use the
adjoining space in the building and the right of first refusal on this space,
approximately 10,604 square feet, at the same terms and conditions under
Tenant's lease or at the same terms and conditions of any bona fide written
offer, whichever is less. Tenant shall have fifteen (15) working days to notify
Landlord of its intention to lease the space. If Tenant elects not to lease such
space, Landlord may offer such space to third parties upon the same terms and
conditions as contained in Landlord's prior written notification to Tenant.
Prior to offering such space to third parties upon different terms and
conditions then offered to Tenant, Landlord will first offer the space to Tenant
upon such newly proposed terms and conditions. If Tenant rejects the right to
lease such space, Tenant shall vacate such space upon notice from Landlord.
30. FREE RENT: First sixty (60) days shall be deemed free rent.
Further, Tenant shall have free use of the option space until such time as
Tenant fails to exercise said option.
31. COMMISSION AND REPRESENTATION: Cornish & Carey Commercial and Smith
Mack and Company (Brokers) represent Tenant:
The commission shall be paid by Landlord to the Brokers in the amount of four
percent (4%) of the total rent, payable 50% upon lease execution and the balance
upon commencement of the payment of rent or occupancy by Tenant, whichever
occurs first.
32. TOXIC MATERIALS: Landlord shall have the express responsibility to
advise Tenant of any toxic materials which are located in, or about the
Premises, parking areas, storage area or other parts of the project. It shall be
the responsibility of Landlord at its sole cost and expense to remove any
building toxic materials prior to the commencement of Tenant improvement
construction, and to indemnify and hold Tenant harmless from any future action
which might occur as a result of the presence of toxic material(s). Further,
Landlord's costs for the removal of toxic material(s) in Tenant's Premises or in
any other location in the project shall be the Landlord's sole responsibility.
33. COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT: Landlord
represents that the premise complies with the provisions of the Americans with
Disabilities Act (ADA) in effect on the lease execution date.
34. OTHER TERMS AND CONDITIONS: The lease is conditional upon the
Landlord's Board of Directors approval.
10
<PAGE>
35. SECURITY DEPOSIT: Tenant shall deposit with Landlord upon Tenant's
execution hereof the Security Deposit $23,467.15 security for Tenant's faithful
performance of Tenant's obligations under this Lease. If Tenant fails to pay
Base Rent or other rent or charges due hereunder, or otherwise defaults under
this Lease, Landlord may use, apply or retain all or any portion of said
Security Deposit for the payment of any amount due Landlord or to reimburse or
compensate Landlord for any liability, cost, expense, loss or damage which
Landlord may suffer or incur by reason thereof. Landlord shall not be required
to keep all or any part of the Security Deposit separate from its general
accounts. Landlord shall, at the expiration or earlier termination of the term
hereof and after Tenant has vacated the Premises, return to Tenant (or, at
Landlord's option, to the last assignee, if any, of Tenant's interest herein),
that portion of the Security Deposit not used or applied by Landlord.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day
and year first above written.
ATTEST: V$N COMPANY
???????????? ?????????????
- -------------------------- ---------------------------------
BY:
ATTEST: TENANT: Bell Micro Products, Inc.
??????????? ??
- ------------------------- ----------------------------------
BY:
?????????????????
VP OPERATIONS
3-17-99
- -------------------------
DATE:
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