EXHIBIT 2.2
AMENDMENT
TO
LEASE
AGREEMENT
TO LEASE DATED August 18, 1998
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BETWEEN 1330 Riverbend Investment Corp., LANDLORD
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AND CFData Corp., TENANT
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This amendment to the above referenced lease agreement (the "Lease") is
made this February 17, 2000 by and between 1330 Riverbend Investment Corp. and
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CFData Corp.
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WHEREAS, Landlord and Tenant are parties to the above-described Lease for
the Premises; and
WHEREAS, the parties desire to amend said Lease.
NOW THEREFORE, in consideration of the mutual promises and obligations
contained herein, the adequacy and sufficiency of which is hereby acknowledged,
Landlord and Tenant contract and agree as follows:
1. The Expiration Date (Section 1.8), shall be amended to February 14,
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2003. Section 1.6 regarding Lease Term shall be amended accordingly.
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2. Base Rent, Monthly Installments (Section 1.10) shall be amended as
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follows:
February 15, 2000 through February 14, 2001 $14,499.00 per month
February 15, 2001 through February 14, 2002 $15,707.25 per month
February 15, 2002 through February 14, 2003 $16,915.50 per month;
Section 1.9 regarding Base Rent for Lease Term shall be modified in accordance
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with this paragraph.
3. Landlord shall provide Tenant with a construction allowance (the
"Allowance") of $57,996.00 for building standard construction. Such Allowance
shall be expended in accordance with Tenant's construction plans subject to the
Landlord's reasonable approval thereof. Any construction shall exclude any
telecommunications wiring or data cabling or improvements not affixed to the
building. If the Allowance is not expended for approved construction prior to
the Expiration Date, it shall not be available to Tenant.
4. Landlord's Share of Operating Expenses (Section 1.14) shall be
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amended to Base Year, 2000 (further defined as the total actual operating
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expenses for the 2000 calendar year). Landlord's Share of Real Estate Taxes
(Section 1.15) shall be amended to Base Year, 2000 (further defined as the total
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actual real estate taxes for the 2000 tax year). It is specifically agreed that
Tenant shall not be liable for Tenant's Pro-Rata Share of Shared Expenses due
under Section 6 of the lease prior to February 15, 2001.
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5. Landlord will continue to hold Tenant's Security Deposit of $15,707.25
for the term of the Lease as hereby extended.
6. Provided that Tenant is not in default of its performance of the
Lease, then Landlord hereby grants to Tenant an on-going Right of Refusal on any
vacant space within the Building that is contiguous to the Premises (hereinafter
referred to as "Right of Refusal"). The right hereby granted requires Landlord
to notify Tenant in writing if a prospective tenant ("Prospect") desires to
lease any or all of the space covered by this provision. Upon such notification
by Landlord (such notification to include the rent and other business terms upon
which Landlord is willing to lease such space to the Prospect), Tenant shall
have three (3) business days in which to notify Landlord, in writing, of
Tenant's desire to exercise this Right of Refusal. If Landlord receives
notification from Tenant that Tenant does not desire to lease said space or if
Landlord does not receive any notification from Tenant within the above
prescribed three (3) business days, then Landlord may lease the space to the
Prospect. If Landlord and the Prospect fail to enter into a lease, Tenant shall
have the Right of Refusal described herein with respect to any subsequent bona
fide offers from other prospective Tenants. If Landlord shall receive notice
(which notice shall be irrevocable) from Tenant that Tenant desires to lease the
space, Tenant shall lease that portion of the space desired by the Prospect that
occasioned the exercise of the Right of Refusal which space (the "Expansion
Space") shall become part of the Premises under the Lease by action of an
amendment to the Lease and shall be subject to the same terms and conditions of
the original lease space except that term of the lease and security deposit due
for the Expansion Space, the rental rate for the Expansion Space and the
allowance for improvement of the Expansion Space shall be equal to amount
proposed to the Prospect. Tenant's Right of Refusal shall be subordinate to any
rights to the space, if any, previously granted to another party. The Expansion
Space, when combined with the Premises must comply with all governmental codes,
rules, laws or regulations.
7. Tenant shall have the option to extend the term of the Lease by three
(3) years by giving Landlord written notice no less than one hundred eighty
(180) days prior to the Expiration Date. All terms and conditions hereunder
shall remain the same during the Lease term as extended, except that the Base
Rent shall be the greater of the monthly amount set forth in Section 1.10 or
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the then current market rate, defined as the rate at which office space of
similar size, age and quality would lease for in similar quality buildings
within the immediate office sub-market of the Building taking into account the
lease term and quality of the improvements in the Premises. It is explicitly
agreed that if Tenant does not give written notice of its intent to extend the
Lease at least one hundred eighty (180) days prior to the Expiration Date, this
option shall expire and Tenant shall lose all benefit that such option may
confer.
8. Exhibit C, Parking addendum shall be amended to provide that three
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(3) of Tenant's fifty-two (52) parking spaces shall be reserved for its
exclusive use. Such parking spaces will be labeled "Reserved" and will be
located in the west parking area, along the building wall. Tenant agrees and
understands that Landlord shall not be responsible for patrolling or enforcing
the exclusive nature of said parking spaces.
9. Section 9.1(a) shall be amended and restated to provide that:
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Air conditioning and heat, whichever be required, from 7:00 AM to
11:00 PM Mondays through Fridays and from 7:00 AM to 5:00 PM on
Saturdays. Air conditioning and/or heat shall not be provided on
Sundays. Landlord shall regulate the air temperature as required and
Tenant shall not have the right to modify or control the air
temperature of the Premises or the Building. Notwithstanding that
Landlord alone shall control the air temperature, at all times, the
air shall be at temperature and humidity levels reasonable and
customary for comparable buildings;
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EXCEPT AS HEREBY AMENDED, all other provisions of said lease are hereby
confirmed and ratified.
IN WITNESS WHEREOF, the parties hereto have executed this amendment on the
date first above written.
LANDLORD: TENANT:
__________________________________ ___________________________________
By: Xxxx Xxxxxxxx By: Kat X. Xxxx
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Title: President Title: Executive Vice President
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