1
EXHIBIT 10.14
FIRST AMENDMENT TO OFFICE LEASE AGREEMENT
THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this "First Amendment")
is made and entered into this 22nd day of February, 2000 by and between FIRST
XXXXXXXX ASSOCIATES, L.C., LOUDOUN CENTER L.C., FAIRFAX CORNER ASSOCIATES L.C.,
BLUE RIDGE ASSOCIATES L.C., MIRROR RIDGE ASSOCIATES L.C. AND KING STREET II
L.C., all Virginia limited liability companies (collectively, "Landlord")
("Landlord") and DIGITAL COMMERCE CORPORATION, a Delaware corporation
("Tenant"), with reference to the following:
R E C I T A L S :
A. Pursuant to that Office Lease Agreement dated January 24, 2000, by
and between Landlord and Tenant (the "Lease"), Landlord leased to Tenant and
Tenant leased from Landlord certain premises more particularly described therein
in the building commonly known as Dulles Overlook, 000 Xxxxxxx Xxxxxxx, Xxxxxxx,
Xxxxxxxx 00000 (the "Building").
B. Landlord and Tenant desire to amend the Lease as more particularly
described herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:
1. All capitalized terms used herein unless specifically defined shall
have the same meaning and definition as used in the Lease.
2. Pursuant to the letter dated January 28, 2000 (attached hereto as
Exhibit "A"), Tenant has exercised its Expansion Right as set forth in Article
5.02 of the Lease to add the entire Expansion Space to the Premises. Tenant
shall take the Expansion Space in its "as is" and "where is" condition.
3. Effective as of January 28, 2000 and pursuant to Section 5.02 and
5.03 of the Lease, the following terms set forth in Article I, Section 1.01 of
the Lease shall be amended as follows:
(i) Term: Commencing on the Commencement Date and ending seven
(7) years after the Rent Commencement Date as set forth in this First Amendment.
(ii) Premises: 55,704 square feet of Rentable Area (28,575
square feet comprising the entire third (3rd) floor (the "Original Premises"),
and 27,129 square feet comprising the entire second (2nd) floor (the "Expansion
Space") of the Building, as more fully described and shown on the floor plans
attached to the Lease as Exhibits "A" and "A-1" (collectively, the "Premises").
(iii) Tenant's Proportionate Share: 41.15%
1
2
(iv) Base Rent: $1,531,860.00 ($127,655.00 per month), based
upon $27.50 per square foot of Rentable Area in the Premises, per year
(v) Security Deposit: $600,000.00, subject to adjustment
pursuant to Part 23 of the General Lease Provisions, as modified herein.
4. The Rent Commencement Date for the Premises is that date which is
ninety (90) days after the Commencement Date.
5. The Expiration Date for the Premises is seven (7) years after the
Rent Commencement Date.
6. The Tenant Allowance is hereby increased by $135,645.00 (the
"Expansion Allowance") to a total Tenant Allowance of $421,395.00. The Tenant
Allowance shall be utilized and applied under the terms and conditions set forth
in Article 4 of the Lease.
7. The first sentence of Article 3 of the Lease is hereby amended by
deleting the words "Subject to the expansion rights of other Tenants in the
Building".
8. The first sentence of subsection (4) of Article 3 of the Lease is
hereby deleted in its entirety and replaced with the following:
"Base Rent for the first year of the Renewal Term shall be
$31.89 per square foot of Rentable Area of the Premises".
9. From the period commencing on the Commencement Date and expiring on
the Rent Commencement Date (the "Initial Period"), and for each month following
the Rent Commencement Date in which any portion of the Tenant Allowance is
applied toward monthly Base Rent, Tenant shall pay its Proportionate Share of
Operating Expenses and Real Estate Taxes, which amount shall be $32,772.52 per
month (the "Initial Period Rent"). The Initial Period Rent is based upon
Landlord's estimate for Operating Expenses and Real Estate Taxes, a copy of
which is attached hereto as Exhibit "B" to this First Amendment.
10. Section 23.04, Reduction of Security Deposit, shall be deleted in
its entirety and replaced with the following:
Provided that no monetary Event of Default has occurred during
the twelve (12) months prior to each of the following dates, the required
Security Deposit shall be reduced in accordance with the chart listed below. If
the Security Deposit is in the form of cash, then within thirty (30) days of
each date set forth below, Landlord shall return to Tenant such amount,
including any accrued interest, necessary to reduce the Security Deposit to the
Adjusted Security Deposit.
2
3
Effective Date Adjusted Security Deposit
------------------ -------------------------
First anniversary of the Rent Commencement Date $533,333.00
Second anniversary of the Rent Commencement Date $466,666.00
Third anniversary of the Rent Commencement Date $400,000.00
Fourth anniversary of the Rent Commencement Date $333,333.00
Fifth anniversary of the Rent Commencement Date $266,666.00
Sixth anniversary of the Rent Commencement Date $200,000.00
11. Article V of the Lease has been superceded by this First Amendment
and said Article V shall be of no further force or effect.
12. The first sentence of Section 1.04 of the Lease is hereby amended
by deleting the phrase "that the Leasehold Improvements are substantially
completed" and replacing them with the words "of the delivery or tender of the
Premises to Tenant."
13. Except as amended by this First Amendment, the Lease remains
unmodified and in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this First
Amendment as of the day and year first above written.
LANDLORD:
FIRST XXXXXXXX ASSOCIATES L.C.
a Virginia limited liability company
By:
------------------------------
Name:
------------------------------
Its: Manager
LOUDOUN CENTER L.C.
a Virginia limited liability company
By:
------------------------------
Name:
------------------------------
Its: Manager
[SIGNATURES CONTINUE ON NEXT PAGE.]
3
4
FAIRFAX CORNER ASSOCIATES L.C.
a Virginia limited liability company
By:
------------------------------
Name:
------------------------------
Its: Manager
BLUE RIDGE ASSOCIATES L.C.
a Virginia limited liability company
By:
------------------------------
Name:
------------------------------
Its: Manager
MIRROR RIDGE ASSOCIATES L.C.
a Virginia limited liability company
By:
------------------------------
Name:
------------------------------
Its: Manager
KING STREET II L.C.
a Virginia limited liability company
By:
------------------------------
Name:
------------------------------
Its: Manager
TENANT:
DIGITAL COMMERCE CORPORATION
a Delaware corporation
By:
------------------------------
Name:
------------------------------
Its:
------------------------------
4
5
EXHIBIT "A"
[DIGITAL COMMERCE LETTERHEAD]
January 28, 2000 VIA FAX #703/000-0000
Xx. Xxxxxx X. Xxxxxxx
The Xxxxxxxx Companies
00000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Dear Xxx,
As discussed with you on January 27, DCC wishes to exercise the right
to expand our lease to include the entire second floor as per article 5 in our
lease agreement with you.
Please call me to discuss the specifics in accomplishing this.
Regards,
/s/ XXXX XXXXXX
Xxxx Xxxxxx
Controller
Cc Xxxxxxx X. Xxxxxxx
Xxx Xxxx - Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.C.
5
6
EXHIBIT "B"
Dulles Overlook Office Building
Estimate of Operating Expenses and Real Estate Taxes
Calendar Year 2000
Total Per Sq. Ft.
-------- -----------
Payroll $136,294 $ 1.01
Administrative $ 82,397 $ 0.61
Utilities $218,503 $ 1.61
Maintenance Contracts $146,705 $ 1.08
Repairs & Maintenance $ 61,077 $ 0.45
Licenses, Taxes, Insurance $ 19,676 $ 0.15
-------- --------
Subtotal Operating Expenses $664,652 $ 4.91
Real Estate Taxes $291,060 $ 2.15
TOTAL EXPENSES: $955,712 $ 7.06
6
