1
EXHIBIT 10.22
NINTH AMENDMENT TO LEASE
THIS NINTH AMENDMENT TO LEASE (this "Amendment"), made and entered into
as of the _3rd___ day of ___February__________, 2000, by and between NATIONAL
OFFICE PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership, as landlord
("Landlord"), and FIRSTWAVE TECHNOLOGIES, INC., a Georgia corporation, as tenant
("Tenant")
W I T N E S S E T H T H A T:
WHEREAS, Atlanta Overlook Associates #3 ("Original Landlord") and Xxxxx
Control Systems, Inc. ("Original Tenant") entered into that certain Office
Building Lease Agreement (the "Lease"), dated January 30, 1988, for certain
premises (the "Premises") in the building located at 0000 Xxxxx Xxxxx Xxxx,
Xxxxxxx, Xxxxxxx (the "Building");
WHEREAS, Original Landlord and Original Tenant entered into that
certain First Amendment of Lease dated as of December 27, 1988 (the "First
Amendment");
WHEREAS, State of California Public Employees Retirement System
("Calpers"), successor-in-interest to Original Landlord, and Original Tenant
entered into that certain Second Amendment of Lease dated as of October 2, 1989
(the "Second Amendment");
WHEREAS, CALPERS and Original Tenant entered into that certain Third
Amendment of Lease dated as of March 10, 1993 (the "Third Amendment");
WHEREAS, CALPERS and Original Tenant entered into that certain Fourth
Amendment of Lease dated as of June 24, 1993 (the "Fourth Amendment");
WHEREAS, CALPERS and Original Tenant entered into that certain Fifth
Amendment of Lease dated as of March 22, 1994 (the "Fifth Amendment");
WHEREAS, CALPERS and Original Tenant entered into that certain Sixth
Amendment of Lease dated as of September 22, 1994 (the "Sixth Amendment");
WHEREAS, Original Tenant changed its name to Xxxxx International, Inc.
and Xxxxx International, Inc. ("Xxxxx International") assumed the obligations of
Original Tenant under the Lease, as amended;
WHEREAS, CALPERS and Xxxxx International entered into that certain
Seventh Amendment of Lease dated as of January 20, 1998 (the "Seventh
Amendment");
WHEREAS, Xxxxx International changed its name to "Firstwave
Technologies, Inc." and Tenant assumed the obligations of Xxxxx International
under the Lease, as amended;
41
2
WHEREAS, CALPERS and Tenant entered into that certain Eighth Amendment
of Lease dated as of May 8, 1998 (the "Eighth Amendment");
WHEREAS, the Lease, as modified by the First Amendment, Second
Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment,
Seventh Amendment and Eighth Amendment are sometimes collectively referred to
herein as the "Lease"; and
WHEREAS, Landlord, as successor-in-interest to CALPERS, and Tenant
desire to reduce the size of the Premises and evidence their agreements and
other matters by means of this Amendment.
NOW THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the Lease is hereby amended and
the parties hereto do hereby agree as follows:
1. Reduction Space. Effective on the earlier to occur of (i) February 28,
2000 or (ii) the date set forth in a notice from Landlord that Landlord
has leased the Reduction Space (as hereinafter defined) to a third
party (the "Effective Date"), Tenant shall relinquish and Landlord
shall take back approximately 3,277 square feet of the Premises located
on the fifteenth (15th) floor of the Building as shown on Exhibit "A"
attached hereto and by this reference made a part hereof (the
"Reduction Space"). As of the Effective Date, the total rentable square
feet of space leased pursuant to the Lease shall be decreased to 25,216
rentable square feet which consists of the entire tenth (10th) floor of
the Building, subject to the following terms and conditions:
a. Tenant shall pay, and shall remain liable for, all Rent for
the Reduction Space through the Effective Date.
b. Tenant shall vacate the Reduction Space in accordance with the
terms of the Lease.
c. Effective on the Effective Date through the expiration of the
initial Term of the Lease (October 31, 2000), Base Rent shall
be reduced to $554,752.00 per year ($46,229.33 per month).
d. Effective on the Effective Date, all references to Tenant's
Share (as described in Paragraph 1.1.3 of Exhibit "B" to the
Fourth Amendment) shall exclude the Reduction Space for
purposes of calculating such percentage. Tenant's Share shall
be 5.83% as of the Effective Date.
EXCEPT AS expressly amended and modified hereby, the Lease shall
otherwise remain in full force and effect, the parties hereto hereby ratifying
and confirming the same. To the extent of any inconsistency between the Lease
and this Amendment, the terms of this Amendment shall control.
42
3
IN WITNESS WHEREOF, the undersigned parties have duly executed this
Amendment as of the day and year first above written.
LANDLORD:
NATIONAL OFFICE PARTNERS LIMITED
PARTNERSHIP, a Delaware limited partnership
By: Xxxxx National Office Partners Limited
Partnership, a Texas limited partnership
general partner
By: Hines Fund Management, L.L.C., a Delaware
limited liability company, its general
partner
By: Xxxxx Interests Limited Partnership,
a Delaware limited partnership its
sole member
By: Xxxxx Holdings, Inc., a Texas
corporation, its general partner
By:
----------------------------
Xxxxxx XxxXxxxxxx
Vice President
Date Executed by Landlord:
--------------------------------
TENANT:
FIRSTWAVE TECHNOLOGIES, INC.,
a Georgia corporation
By:
------------------------------------------------------
Name:
----------------------------------------------------
Its:
----------------------------------------------------
(CORPORATE SEAL)
Date Executed by Tenant:
--------------------------------
Tenant Tax Identification Number:
----------------------
43
4
EXHIBIT "A"
Reduction Space
44
5
EXHIBIT 10.23
45
