exv10w4



 







    Exhibit
    10.4



 




    SECOND
    AMENDMENT TO LEASE



 



    This Second Amendment of Lease (“Amendment”) is made
    and entered into this the
    10th
    day of November, 2005, by and between WOODSTEAD-GROGAN OPERATING
    ASSOCIATES, L.P., a New Mexico limited partnership
    (“Landlord”), and CHAMPION COMMUNICATION SERVICES,
    INC. (“Tenant”).



 




    WITNESSETH
    



 



    WHEREAS, Landlord (as successor in interest) and Tenant are
    parties to that certain Lease Agreement dated the 10th day of
    November, 1994, as modified by the Modification and Ratification
    of Lease Agreement dated April 4, 1995, by an additional
    Modification and Ratification of Lease Agreement dated
    July 24, 1995, by an additional Modification and
    Ratification of Lease dated May 1, 1996, by an Extension,
    Modification and Ratification of Lease dated January 1,
    2000, and by a First Amendment To Lease dated December 5,
    2002, all of which hereafter constitute the “Lease”,
    for space described as approximately 5,702 square feet of
    Net Rentable Area (the “Premises”) described as
    Suites 251, 330, and 330A on the
    2nd
    and
    3rd floors
    of the building commonly known as Woodstead Court (the
    “Building”) located at 1610 Woodstead Court, The
    Woodlands, Texas, and being more particularly described in the
    Lease; and



 



    WHEREAS, the Term of the Lease expires on December 31, 2005
    (hereinafter the “Prior Termination Date”);



 



    WHEREAS, Tenant has requested to downsize giving back
    Suites 251 and 330A retaining Suite 330 and has
    furthermore requested that Term be extended for thirty six
    (36) months commencing on January 1, 2006 and expiring
    a 5 p.m. on December 31, 2008 and Landlord is willing
    to do the same on the terms and conditions set forth below;



 



    NOW, THEREFORE, in consideration of the mutual covenants and
    agreements herein contained and other good and valuable
    consideration, the receipt and sufficiency of which are hereby
    acknowledged, Landlord and Tenant agree as follows:



 



    1. Extension. The Term of the Lease is hereby
    extended for thirty six (36) months (hereinafter the
    “Extended Term”) commencing on January 1, 2006
    (hereinafter the “Extension Date”) and expiring at
    5 p.m. on December 31, 2008 (hereinafter the
    “Extended Termination Date”), unless sooner terminated
    in accordance with the terms of the Lease.



 



    2. Premises. Effective on the Extension Date,
    the Premises shall be reduced by Suite 251 and
    Suite 330A and the Lease shall be amended to reflect the
    Premises as being Suite 330 comprised of 3,221 square
    feet of Net Rentable Area. See Exhibit B attached hereto
    and incorporated herein.



 



    3. Base Rent. The Base Rent, Additional Rent
    and all other charges under the Lease shall be payable as
    provided therein with respect to the Premises through and
    including the Prior Termination Date. As of the Extension Date,
    the schedule of monthly installments of Base Rent




    

    1








 






    payable with respect to the Premises during the Extended Term is
    the following:



 


	 	 	 	 	 	 	 	 	 
	
 
	
 
	
    Base Rent

    
	
 
	
 
	
    Monthly

    
	
 

	

    Period


	
 
	
    psf per annum
	
 
	
 
	
    Base Rent
	
 

	 

	

    1/1/06 - 12/31/06
    


	
 
	
    $
	
    18.00
	
 
	
 
	
    $
	
    5,142.00
	
 

	

    1/1/07 - 12/31/07
    


	
 
	
    $
	
    18.25
	
 
	
 
	
    $
	
    5,213.42
	
 

	

    1/1/08 - 12/31/08
    


	
 
	
    $
	
    18.50
	
 
	
 
	
    $
	
    5,284.83
	
 









 



    All such Base Rent shall be payable by Tenant in accordance with
    the terms of the Lease.



 



    3.  Additional Rent: For the period commencing
    with the Extension Date and ending on the Extended Termination
    Date, Tenant shall pay for its Pro Rata Share of Basic Costs
    applicable to the Premises in accordance with the terms of the
    Lease, provided, however, during such period, the maximum amount
    of Operating Expenses per year for each square foot of rentable
    area shall be equal to the actual Operating Expenses per square
    foot of rentable area in the Building for the year 2006.



 



    4.  Option To Terminate. See Exhibit H
    attached hereto and incorporated herein.



 



    5.  Parking. Tenant shall be provided up to 11
    unreserved spaces at no charge and one (1) reserved space (#7)
    at the monthly rate of $25.00 effective upon full execution of
    this amendment.



 



    6.  Tenant Improvements. See Exhibit E
    attached hereto and incorporated herein.



 



    7.  Brokers. Tenant hereby represents to
    Landlord that Tenant has dealt with no broker in connection with
    this Amendment other than Transwestern Commercial Services for
    the Landlord and Grubb & Ellis for the Tenant. Tenant agrees
    to indemnify and hold Landlord, its members, principals,
    beneficiaries, partners, officers, directors, employees,
    mortgagee(s) and agents, and the respective principals and
    members of any such agents (collectively, the “Landlord
    Related Parties”) harmless from all claims of any brokers
    other than Grubb & Ellis claiming to have represented Tenant
    in connection with this Amendment. Landlord hereby represents to
    Tenant that Landlord has dealt with no broker in connection with
    this Amendment other than Transwestern Commercial Services.
    Landlord agrees to indemnify and hold Tenant, its members,
    principals, beneficiaries, partners, officers, directors,
    employees, and agents, and the respective principals and members
    of any such agents (collectively, the “Tenant Related
    Parties”) harmless from all claims of any brokers claiming
    to have represented Landlord in connection with this Amendment.



 



    8.  Miscellaneous. This Amendment sets forth
    the entire agreement between the parties with respect to the
    matters set forth herein. There have been no additional oral or
    written representations or agreements. Except as herein modified
    or amended, the provisions, conditions and terms of the Lease
    shall remain unchanged and in full force and in effect. In the
    case of any inconsistency between the provisions of the Lease
    and this Amendment, the provisions of this Amendment shall govern
    and control. The capitalized terms used in this Amendment shall
    have the same definitions as set forth in the Lease to the
    extent that such capitalized terms are defined therein and not
    redefined in this Amendment.



 



    2













 






    IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
    Amendment as of the day and year first above written. This
    Amendment of Lease is effective upon full execution by the
    parties and delivery of a fully executed Amendment of Lease to
    Tenant.



 


	 	 	 	 	 	 	 
	

    WOODSTEAD-GROGAN OPERATING
    ASSOCIATES, L.P.



	

    By:
    


	
 
	
    BGK EQUITIES III, its general
    partner
    
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    By:
    
	
 
	
    /s/  J.
    PETER MEHLERT

    
	
 
	
 

	
 
	
 
	
 
	
 
	
    

	
 
	
 

	
 
	
 
	
    Name:
    
	
 
	
    J. PETER MEHLERT, PRESIDENT
    
	
 
	
 

	
 
	
 
	
 
	
 
	
    

	
 
	
 

	
 
	
 
	
    Its:
    
	
 
	
    BGK TEXAS PROPERTY MGMT, LLC
    
	
 
	
 

	
 
	
 
	
 
	
 
	
    

	
 
	
 

	
 
	
 
	
 
	
 
	
    AS AGENT FOR
    
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
    “Landlord”
    

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    CHAMPION COMMUNICATION
    SERVICES, INC.



	
 
	
 
	
 
	
 
	
 

	

    By:
    


	
 
	
    /s/  ALBERT
    F. RICHMOND

    
	
 
	
 

	
 
	
 
	
    

	
 
	
 

	

    Name:
    


	
 
	
    ALBERT F. RICHMOND
    
	
 
	
 

	
 
	
 
	
    

	
 
	
 

	

    Title:
    


	
 
	
    CEO
    
	
 
	
 

	
 
	
 
	
    

	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
    “Tenant”
    

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    By:
    


	
 
	
    /s/  PAMELA
    R. COOPER

    
	
 
	
 

	
 
	
 
	
    

	
 
	
 

	

    Name:
    


	
 
	
    PAMELA R. COOPER
    
	
 
	
 

	
 
	
 
	
    

	
 
	
 

	

    Title:
    


	
 
	
    E.V. PRES.
    
	
 
	
 

	
 
	
 
	
    

    
	
 
	
 












    

    3








 



EXHIBIT
“B”

 

PREMISES



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 





4






 





[FLOOR
PLAN OF 1610 WOODSTEAD COURT — LEVEL 3]










 











EXHIBIT
“E”

TENANT IMPROVEMENTS



          
1. Work by Landlord. Landlord shall cause to be constructed
and/or installed in the Premises the permanent leasehold improvements
and tenant finish desired by Tenant and approved by Landlord (the
“Leasehold Improvements”).



          2.
Planning and Construction. Landlord and Tenant shall cooperate
in good faith in the planning and construction of the Leasehold
Improvements, and Tenant shall respond promptly to any request from
Landlord or Landlord’s architect or contractor for Tenant’s
approval of any particular aspect thereof. In the event Tenant fails
to respond promptly to any request from Landlord or Landlord’s
architect and/or contractor in connection with the design and/or
construction of the Leasehold Improvements, Landlord, upon
ten (10) days’ prior written notice to Tenant, shall
have the right to terminate this Lease.



          3.
Quality of Work. Landlord shall supervise the construction of
the Leasehold Improvements and shall use its diligent good faith
efforts to cause same to be constructed and installed in a good and
workmanlike manner in accordance with good industry practice.



          4.
Competitive Bids. The leasehold construction will be
performed by a general contractor of Landlord’s choice. Landlord
has the right to select or approve the successful subcontractor,
provided, however, things being relatively equal, Landlord shall
accept the lower bidder.



          5.
Disclaimer of Warranty. TENANT ACKNOWLEDGES THAT THE
CONSTRUCTION AND INSTALLATION OF THE LEASEHOLD IMPROVEMENTS WILL BE
PERFORMED BY AN UNAFFILIATED CONTRACTOR OR CONTRACTORS AND THAT
ACCORDINGLY LANDLORD HAS MADE AND WILL MAKE NO WARRANTIES TO TENANT
WITH RESPECT TO THE QUALITY OF CONSTRUCTION THEREOF OR AS TO THE
CONDITION OF THE PREMISES, EITHER EXPRESS OR IMPLIED, AND THAT
LANDLORD EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY THAT THE PREMISES
ARE OR WILL BE SUITABLE FOR TENANT’S INTENDED COMMERCIAL
PURPOSE. AS SET FORTH IN THIS LEASE, TENANT’S OBLIGATION TO PAY
BASE AND ADDITIONAL RENT HEREUNDER IS NOT DEPENDENT UPON THE
CONDITION OF THE PREMISES OR THE BUILDING OR THE PERFORMANCE BY
LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND TENANT SHALL CONTINUE TO
PAY THE BASE AND ADDITIONAL RENT WITHOUT ABATEMENT, SETOFF OR
DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR
OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. However, Landlord
agrees that in the event that any defect in the construction of the
Leasehold Improvements is discovered, Landlord will diligently pursue
and seek to enforce any warranties of the contractor(s) and/or the
manufacturer of any defective materials incorporated therein.



          8.
Cost of Leasehold Improvements. Landlord shall pay all costs
and expenses of the Leasehold Improvements (including labor,
materials, architectural and engineering costs) up to the aggregate
amount of $17,140.00 (the “Improvement Allowance”).
Tenant’s rights with respect to an unused portion of the
Improvement Allowance shall be deemed forfeited on the date that is
eight (8) months following the Extension Date. The Improvement
Allowance may only be applied towards Leasehold Improvements. Tenant
shall be responsible for any such costs and expenses in excess of the
Improvement Allowance (the “Excess Costs”) and shall
provide payment within 30 days of demand by Landlord.






5










 





EXHIBIT
“H”




OPTION
TO TERMINATE



Provided
Tenant is not in default of the Lease from the time of exercising the
Right to Terminate as contained herein, Tenant will have a one
(1)-time option to terminate the Lease after the
12th month of the
Term by providing Landlord with a five (5)-month advance written
notice to terminate the Lease. Such termination would be effective on
the last day of the
12th month. Such termination notice must be
accompanied by a payment for any and all unamortized costs including
the leasehold improvement costs and commissions paid for by Landlord
plus two (2) months rent.









 







    DECLARATION
    AND VERIFICATION OF LEASE TERMS



 



    This Declaration and Verification of Lease Terms (“Lease
    Declaration”) hereby amends that certain Second Amendment
    to Lease Agreement (“Lease”) dated November 10,
    2005 by and between Woodstead-Grogan Operating Associates, LP
    (“Landlord”) and Champion Communication Services, Inc.
    (“Tenant”).



 



    The monthly scheduled rent installments on the Second Amendment
    to Lease read as follows:



 


	 	 	 	 	 	 	 	 	 
	
 
	
 
	
    Base Rent

    
	
 
	
 
	
    Monthly

    
	
 

	

    Period


	
 
	
    PSF/Per Yr.
	
 
	
 
	
    Base Rent
	
 

	 

	

    1/1/06-12/31/06
    


	
 
	
    $
	
    18.00
	
 
	
 
	
    $
	
    5,142.00
	
 

	

    1/1/07-12/31/07
    


	
 
	
    $
	
    18.25
	
 
	
 
	
    $
	
    5,213.42
	
 

	

    1/1/08-12/31/08
    


	
 
	
    $
	
    18.50
	
 
	
 
	
    $
	
    5,284.83
	
 









 



    The Landlord and Tenant do hereby acknowledge and agree that:



 


			
	 	    (1) 
	
    To amend the monthly scheduled rent installments on the Second
    Amendment to Lease as follows based on 3,221 square feet of net
    rentable space:




 


	 	 	 	 	 	 	 	 	 
	
 
	
 
	
    Base Rent

    
	
 
	
 
	
    Monthly

    
	
 

	

    Period


	
 
	
    PSF/Per Yr.
	
 
	
 
	
    Base Rent
	
 

	 

	

    1/1/06-12/31/06
    


	
 
	
    $
	
    18.00
	
 
	
 
	
    $
	
    4,831.50
	
 

	

    1/1/07-12/31/07
    


	
 
	
    $
	
    18.25
	
 
	
 
	
    $
	
    4,898.61
	
 

	

    1/1/08-12/31/08
    


	
 
	
    $
	
    18.50
	
 
	
 
	
    $
	
    4,965.71
	
 









 



    Except as hereby amended, all other terms and conditions of the
    Lease are ratified and acknowledged to be unchanged.



 



    In witness hereof, the undersigned has caused this Lease Declaration
    to be duly executed as of the later of the dates indicated below.



 




    LANDLORD:

    



 




    WOODSTEAD-GROGAN
    OPERATING ASSOCIATES, LP



 


 



    By: BGK EQUITIES, III, Its general partner



		
	    By:   	
    /s/  J. PETER MEHLERT







		
	    Name: 	
    J. PETER MEHLERT, PRESIDENT







		
	    Title:   	
    BGK TEXAS PROPERTY MGMT, LLC

AS AGENT FOR








		
	    Date:   	
    11/7/05







 




    TENANT:

    



 




    CHAMPION
    COMMUNICATION SERVICES, INC.



 


 


		
	    By:   	
    Pamela R. Cooper







		
	    Name: 	
    Pamela R. Cooper







		
	    Title:   	
    E.V. Pres







		
	    Date:   	
    11-29-05