1
EXHIBIT 10.21(b)
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter called this
"Amendment"), is made and entered into as of the 20th day of December, 1996, by
and between FUND II, FUND III, FUND VI AND FUND VII ASSOCIATES, a Georgia
general partnership (hereinafter called "Landlord"), and COLUMBIA DBS
MANAGEMENT, LLC, a Georgia limited liability company (hereinafter called
"Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant have heretofore executed and entered into
that certain Lease Agreement dated August 2, 1996 (hereinafter called the
"Lease") pursuant to which Tenant leased approximately 2,979 square feet of
space (hereinafter called the "Original Premises") known as Suite C-200 in the
office building situated at 000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000
(hereinafter called the "Building"); and
WHEREAS, the parties hereto desire to modify and amend the Lease in
certain particulars as hereinafter set forth.
NOW, THEREFORE, in consideration of the payment of Ten and No/ 100
Dollars ($10.00) by Tenant to Landlord, the mutual promises and obligations
contained herein and the other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby
covenant and agree, and modify and amend the Lease, as follows:
1. Definitions. Capitalized terms used in this Amendment but not
otherwise defined herein shall have the meanings given in the Lease.
2. Amendments. The Lease is hereby modified and amended as follows:
2.1 Expansion of Demised Premises. (a) Effective as of the
earlier of the date upon which Landlord delivers the Expansion Space
(as hereinafter defined) to Tenant or February 1, 1997 (hereinafter
called the "Effective Date"), the Demised Premises, in addition to the
Original Premises, shall include the space which is more particularly
described on Exhibit "A" attached hereto an made a part hereof by this
reference and which is deemed to contain 3,414 rentable square feet of
floor area (hereinafter called the "Expansion Space"). On the Effective
Date the Demised Premises shall be deemed to contain 6,393 rentable
square feet.
(b) Landlord shall prepare the Expansion Space for Tenants
occupancy in accordance with a space plan to be prepared by Hardy &
Associates (hereinafter called "Tenant's Expansion Work"). Landlord
shall not be liable for any failure or delay in completing Tenant's
Expansion Work if such failure or delay is the result of (a) Tenant's
request for materials, finishes or installations other than
Landlord's
2
standard; or (b) Tenants changes in the plans or specifications.
Failure of Landlord substantially to complete Tenants Expansion Work or
to deliver actual possession of the Expansion Space on or before
February 1, 1997 shall postpone the Effective Date, but shall not
extend the term of the Lease. Landlord shall pay an aggregate amount of
not more than $60,372.00 (hereinafter called the "Expansion Allowance")
toward the completion of Tenants Expansion Work. If the cost of Tenants
Expansion Work is greater than the Expansion Allowance, Tenant shall
pay Landlord the full excess amount before Tenant occupies the
Expansion Space. If the cost of Tenants Expansion Work is less than the
Expansion Allowance, both Landlord and Tenant agree that no additional
funds will be allocated toward Tenants Expansion Work from Landlord.
2.2 Extension of Term. The Lease Term is hereby extended for
an additional period of five (5) months; therefore, the Lease Term
shall expire on January 31, 2000, unless sooner terminated in
accordance with the Lease.
2.3 Base Rental. As of the Effective Date, the Base Rental
with respect to the Demised Premises shall be as follows:
From the Effective Date through September 30, 1997, the
monthly installments of Base Rent shall be $10,655.00.
From October 1, 1997 through September 30, 1998 the monthly
installments of Base Rent shall be $10,921.38.
From October 1, 1998 through February 29, 2000, the monthly
installments of Base Rent shall be $11,187.75.
2.4 Application of Security Deposit. Notwithstanding anything
to the contrary set forth in Article 40(c) of the Lease, commencing on
April 1, 1999 and continuing on the first day of each succeeding month
during the remainder of the Lease Term, Landlord shall apply part of
the security deposit toward the payment of Base Rental as to the
Original Premises. Notwithstanding such application, Tenant shall
continue to pay Base Rental as to the Expansion Space (in monthly
installments of $5,974.50) in accordance with Article 5 of the Lease.
2.5 Additional Rental. Effective as of the Effective
Date, Tenant's Share shall be fifty percent (50.0%).
2.6 Identity of Tenant. Notwithstanding the fact that the
Lease was executed by Columbia Management, L.L.C., the "Tenant" under
the Lease is, and shall be for all purposes, Columbia DBS Management,
LLC, a Georgia limited liability company.
3. Guaranty as to Expansion Space. Prior to or contemporaneously with
Tenants execution of this Amendment, Columbia DBS Holdings, LLC shall execute a
guaranty of Tenants obligations under the Lease as to the Expansion Space
substantially
3
in the form attached hereto as Exhibit "B
4. Brokers. Landlord and Tenant each hereby represent and warrant to
each other that they have not dealt with any brokers or intermediaries who are
entitled to compensation in connection with this Amendment other than Xxxxx &
Associates, Inc. and Xxxxxx-Xxxxxxxx Company, which are to be paid a commission
by Landlord pursuant to separate agreements with such parties. Landlord and
Tenant hereby agree to hold each other harmless from and against any and all
claims, liabilities, costs and expenses, including reasonable attorneys' fees,
arising from any claim for any commissions or other fees by any other broker or
agent acting or purporting to have acted on behalf of such party.
5. Ratification. Landlord and Tenant acknowledge and confirm that the
Lease, as amended hereby, is in full force and effect. This Amendment shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns. This Amendment shall be governed by and
construed under the laws of the State of Georgia.
6. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original, and all of such counterparts together
shall constitute one and the same instrument.
[Remainder of page intentionally left blank]
4
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
as of the day and year first above written.
LANDLORD:
FUND II, FUND III, FUND VI AND FUND
VII ASSOCIATES, a Georgia general partnership
By: XXXXX REAL ESTATE FUND II, L.P.,
Georgia limited partnership, general
partner
By:__________________________________
Xxx X. Xxxxx, III, general partner
By: Xxxxx Partners, L.P., a Georgia limited
partnership, general partner
By: Xxxxx Capital, Inc., a Georgia
corporation, general partner
By:__________________________________
Xxx X. Xxxxx, III, President
[CORPORATE SEAL]
By: XXXXX REAL ESTATE FUND III, L.P., a
Georgia limited partnership, general
partner
By:__________________________________
Xxx X. Xxxxx, III, general partner
By: Xxxxx Partners, L.P., a Georgia limited
partnership, general partner
By: Xxxxx Capital, Inc., a Georgia
corporation, general partner
By:__________________________________
Xxx X. Xxxxx, III, President
[CORPORATE SEAL]
5
By: XXXXX REAL ESTATE FUND VI, L.P., a
Georgia limited partnership, general
partner
By:__________________________________
Xxx X. Xxxxx, III, general partner
By: Xxxxx Partners, L.P., a Georgia limited
partnership, genral partner
By: Xxxxx Capital, Inc., a Georgia
corporation, general partner
By:___________________________________
Xxx X. Xxxxx, III, President
[CORPORATE SEAL]
By: XXXXX REAL ESTATE FUND VII, L.P., a
Georgia limited partnership, general
partner
By:__________________________________
Xxx X. Xxxxx, III, general partner
By: Xxxxx Partners, L.P., a Georgia limited
partnership, genral partner
By: Xxxxx Capital, Inc., a Georgia
corporation, general partner
By:___________________________________
Xxx X. Xxxxx, III, President
[CORPORATE SEAL]
6
TENANT:
COLUMBIA DBS MANAGEMENT, LLC, a
Georgia limited liability company
By:__________________________[SEAL]
Title:_______________________
