EXHIBIT 10.5
FIRST AMENDMENT OF LEASE
AMENDMENT made and entered as of the ______ day of ______________, 2003, by
and between TOWER PLACE, L.P., a Georgia limited partnership, having an office
at 0000 Xxxxxxxxx Xxxx, X.X., Xxxxxxx, Xxxxxxx ("Landlord") and RMS TITANIC,
INC., a Florida corporation, having an office at 0000 Xxxxxxxxx Xxxx, X.X.,
Xxxxxxx, Xxxxxxx ("Tenant").
RECITAL
Landlord and Tenant entered into a lease agreement dated as of March 27,
2000 (the "Lease"), covering certain premises (the "Premises") originally
located on the 12th floor of the Tower (the "Building") at 0000 Xxxxxxxxx
Xxxx, X.X., Xxxxxxx, Xxxxxxx, which Premises are more fully described in
the Lease.
Landlord and Tenant desire to amend the Lease to provide for the relocation
of Tenant to larger premises and to extend the term.
For and in consideration of the sum of ten dollars ($10.00) and for the
mutual promises contained herein, the parties agree as follows:
1. The Lease is hereby amended so that effective as of the October 1, 2003
(the "Substitution Date"), the Premises shall, for all purposes under the Lease,
be deemed to be that space located in Suite 2250, on the 22nd floor of the
Building, containing an agreed area of 4,706 rentable square feet (the
"Substitute Premises"), as more fully described on Exhibit "A" which is attached
hereto and incorporated herein by reference, so that the Premises shall consist
solely of the Substitute Premises.
2. Tenant shall occupy the Substitute Premises upon all of the terms,
covenants, conditions and provisions of the Lease, as amended by this Amendment.
3. Tenant agrees to accept the Substitute Premises "AS IS" on the
Substitution Date and Landlord shall have no obligation to furnish, render or
supply any work, labor, services, materials, furniture, fixtures, equipment,
decorations or other items to make the Substitute Premises ready or suitable for
Tenant's occupancy. Notwithstanding the foregoing, Landlord shall, at Landlord's
expense, steam clean the existing carpet in the Substitute Premises, cap the
existing doorway in order to demise the Substitute Premises in accordance with
Exhibit "A", and paint the surrounding wall to match.
4. Tenant agrees to vacate and surrender the current space occupied by
Tenant on the 12th floor of the Building by the Substitution Date, as if the
Lease, relating to such space was terminated. Thereafter, all references to the
Premises shall mean the Substitute Premises.
5. The Lease is further amended so that the Expiration Date [as defined in
Section 1.1(m) of the Lease] shall be extended to March 31, 2009.
6. The Lease is further amended so that as of the Substitution Date, Base
Rental [as defined in Section 1.1(g) of the Lease] shall become $110,591.00 per
annum, payable in equal monthly installments of $9,215.92. Base Rental shall be
subject to adjustment on each anniversary of the Substitution Date, which shall
be fixed at 2.5% above the annual Base Rental in effect immediately prior to
each such annual adjustment.
7. Tenant shall have the right to utilize, at no additional cost to Tenant,
the Substitute Premise from September 14 through September 30, 2003.
8. Landlord agrees to waive and forgive the first six (6) monthly
installments of Base Rental following the Substitution Date.
9. Effective as of the Substitution Date, the Lease is further amended so
that the Base Year [as defined in Section 1.1(j) of the Lease] shall be changed
from "2000" to "2003".
10. Effective as of the Substitution Date, the Lease is further amended so
that Tenant's Share [as defined in Section 1.1(k) of the Lease] shall be changed
from "0.45%" to "0.77%".
11. Special Stipulation No. 3 of this Lease is hereby amended by changing
"10%" to "5%" relating to Tenant's Share of increases in controllable Operating
Expenses.
12. Tenant represents to Landlord that Tenant has utilized the services of
XXX Xxxxxxx Xxxxxxx to represent its interests in the procurement of this First
Amendment. Landlord represents to Tenant that Landlord has utilized the services
of CB Xxxxxxx Xxxxx to represent its interests in the procurement of this First
Amendment. Landlord agrees to compensate both of the aforementioned brokers in
accordance with a separate commission agreement. Landlord and Tenant each
indemnify the other from the claims of any other agents or brokers in connection
with this transaction.
13. Except as modified by this Amendment, the Lease shall remain in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have caused this Second Amendment of Lease
to be executed as of the day and year first above written.
LANDLORD:
TOWER PLACE, L.P.,
a Georgia limited partnership
By: Regent Peachtree Holdings, LLC
a general partner
Attest: By:
----------------------------- ---------------------------------
Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxx
Secretary President
TENANT:
RMS TITANIC, INC.
a Florida corporation
Attest: By:
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Name: Name:
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Its: Its:
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[CORPORATE SEAL]
tower1/rmstitanic/firstamendment
