THIRD AMENDMENT
This Third Amendment (the "Amendment") is made and entered into as of
the 3rd day of November, 1995, by and between ZML - North Central Plaza Three
Limited Partnership ("Landlord") by its agent, Equity Office Holdings, L.L.C.,
and The Management Alliance Corporation, a Texas corporation ("Tenant").
WITNESSETH
A. WHEREAS, Landlord and Tenant are parties to that certain lease dated the
nineteenth (19th) day of December, 1994 currently containing approximately
18,011 rentable square feet of space described as Suite Nos. 220, 400 and
1170 on the second (2nd), fourth (4th) and eleventh (11th) floors ("Original
Premises and Expansion Space") of the building commonly known as North
Central Plaza Three and the address of which is 00000 Xxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxx, Xxxxx (the "Building"), which lease has been previously
amended or assigned by instruments dated February 20, 1995 and February 22,
1995 (collectively, the "Lease"); and
B. WHEREAS, Tenant has requested that additional space consisting of
approximately 13,373 rentable square feet on the third (3rd) floor of the
Building shown on Exhibit A (the "Second Expansion Space") and 10,216
rentable square feet on the second (2nd) floor of the Building shown on
Exhibit B (the "Third Expansion Space") be added to the Premises and that the
Lease be appropriately amended (the Original Premises and Expansion Space are
sometimes collectively referred to as the "Premises"), and Landlord is
willing to do the same on the terms and conditions set forth below;
C. WHEREAS, the Lease by its terms shall expire on April 30, 1998, the
Extended Termination Date, and the parties desire to extend the Lease, all on
the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
I. ORIGINAL PREMISES AND EXPANSION SPACE.
A. EXTENSION OF ORIGINAL PREMISES AND EXPANSION SPACE. The Lease
Term is hereby modified from three (3) years, four (4) months,
and zero (0) days expiring on April 30, 1998, the Extended
Termination Date, to eight (8) years, zero (0) months, and
zero (0) days expiring on December 31, 2002 ("Second Extended
Termination Date"), unless sooner terminated in accordance with
the terms of the Lease. That portion of the Lease Term commencing
the day immediately following the Extended Termination Date (the
"Second Extension Date") and ending on the Second Extended
Termination Date shall be referred to herein as the "Second
Extended Lease Term".
B. MONTHLY BASE RENTAL FOR ORIGINAL PREMISES AND EXPANSION SPACE.
1. ORIGINAL PREMISES AND EXPANSION SPACE THROUGH EXTENDED
TERMINATION DATE. The Base Rental, Additional Base Rental
and all other charges under the Lease shall be payable as
provided therein with respect to the Original Premises and
Expansion Space through and including the Extended
Termination Date.
2. ORIGINAL PREMISES AND EXPANSION SPACE FROM AND AFTER SECOND
EXTENSION DATE. As of the Second Extension Date, the schedule
of monthly installments of Base Rental payable with respect
to the Original Premises and the Expansion Space for the
Second Extended Lease Term is the following:
Tenant shall pay Landlord the sum of one million two hundred
ninety-two thousand two hundred eighty-nine and 32/100
Dollars ($1,292,289.32) as Base Rental for the Original
Premises and Expansion Space for the Second Extended Lease
Term in fifty-six (56) monthly installments as follows:
Twenty (20) equal installments of $21,388.06 each payable on
or before the first day of each month during the period
beginning May 1, 1998 and ending December 31, 1999.
Thirty-six (36) equal installments of $24,014.67 each payable
on or before the first day of each month during the period
beginning January 1, 2000 and ending December 31, 2002.
All such Base Rental shall be payable by Tenant in accordance
with the terms of Article V. of the Lease.
II. SECOND EXPANSION SPACE.
A. Effective as of the Second Expansion Effective Date (as
hereinafter defined), the Premises is increased from 18,011
rentable square feet on the second (2nd), fourth (4th) and
eleventh (11th) floors to 31,384 rentable square feet on the
second (2nd), third (3rd), fourth (4th) and eleventh (11th)
floor by the addition of the Second Expansion Space. The lease
term for the Second Expansion Space shall commence on the
Second Expansion Effective Date (as hereinafter defined) and
end on the Second Extended Termination Date. The Second
Expansion Space is subject to all the terms and conditions of
the Lease except as expressly modified herein and except that
Tenant shall not be entitled to receive any allowances,
abatements or other financial concessions granted with respect
to the Premises unless such concessions are expressly provided
for herein with respect to the Second Expansion Space.
Notwithstanding the foregoing, if Tenant, with Landlord's
prior approval, takes possession of all or any portion of the
Second Expansion Space prior to the Second Expansion Effective
Date for the purposes of conducting business therein in the
normal course, such possession shall be subject to all of the
terms and conditions of the Lease, except that Tenant shall
not be required to pay Base Rental or Additional Base Rental
with respect to the period of time prior to the Second
Expansion Effective Date.
B. The Second Expansion Effective Date shall be JANUARY 1, 1996.
C. MONTHLY BASE RENTAL FOR SECOND EXPANSION SPACE.
1. SECOND EXPANSION SPACE FROM SECOND EXPANSION EFFECTIVE DATE
THROUGH SECOND EXTENDED TERMINATION DATE. As of the Second
Expansion Effective Date, the schedule of monthly
installments of Base Rental payable with respect to the
Second Expansion Space for the balance of the Lease Term and
the Second Extended Lease Term is the following:
Tenant shall pay Landlord the sum of one million three
hundred eighty-five thousand nine hundred seventy-seven
and 80/100 Dollars ($1,385,977.80) as Base Rental for the
Second Extended Term in eighty-four (84) monthly
installments as follows:
Twenty-four (24) equal installments of $15,122.63 each
payable on or before the first day of each month during
the period beginning January 1, 1996 and ending December
31, 1997.
Twenty-four (24) equal installments of $15,880.44 each
payable on or before the first day of each month during
the period beginning January 1, 1998 and ending December
31, 1999.
Thirty-six (36) equal installments of $17,830.67 each
payable on or before the first day of each month during
the period beginning January 1, 2000 and ending December
31, 2002.
All such Base Rental shall be payable by Tenant in
accordance with the terms of Article V. of the Lease.
D. ADDITIONAL SECURITY DEPOSIT. Upon Tenant's execution hereof,
Tenant shall pay $15,122.63 to Landlord and shall be added to and
become part of the Security Deposit held by Landlord as
provided under the Lease as security for payment of Rent and
the performance of other terms and conditions of the Lease by
Tenant. Accordingly, simultaneous with the execution hereof,
the Security Deposit is increased from $20,231.48 to
$35,354.11.
E. TENANT'S PRO RATA SHARE. For the period commencing with the
Second Expansion Effective Date and ending on the Second
Extended Termination Date, Tenant's Pro Rata Share with
respect to the Second Expansion Space is three and nine tenths
percent (3.9%).
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F. BASE YEAR. For the period commencing with the Second Expansion
Effective Date and ending on the Second Extended Termination
Date, the Base Year for the computation of Tenant's Pro Rata
Share of Basic Costs applicable to the Second Expansion Space
shall be in accordance with Exhibit B-2 of the Lease.
G. IMPROVEMENTS TO SECOND EXPANSION SPACE.
1. Tenant has inspected the Second Expansion Space and agrees to
accept the same "as is" without any agreements, representations,
understandings or obligations on the part of Landlord to perform
any alterations, repairs or improvements, except as may be
expressly provided otherwise in this Amendment.
H. COST OF IMPROVEMENTS TO SECOND EXPANSION SPACE. Provided Tenant
is not in default, Tenant shall be entitled to receive an
improvement allowance (the "Second Expansion Improvement
Allowance") in an amount not to exceed one hundred six
thousand and no/100 Dollars ($106,000.00) to be applied toward
the cost of performing initial construction, alteration or
improvement of the Second Expansion Space, including but not
limited to the cost of space planning, design and related
architectural and engineering services. In the event the total
cost of the initial improvements to the Second Expansion Space
exceeds the Second Expansion Improvement Allowance, Tenant
shall pay for such excess upon demand. The entire unused
balance of the Second Expansion Improvement Allowance, if any,
shall accrue to the sole benefit of Landlord. Landlord shall
pay such Second Expansion Improvement Allowance directly to
the contractors retained to perform the construction, design
or related improvement work to the Second Expansion Space.
I. RESPONSIBILITY FOR IMPROVEMENTS TO SECOND EXPANSION SPACE.
(i) Work Performed By or On Behalf of Landlord Pursuant to Plans
Yet to be Prepared.
Landlord shall enter into a direct contract for the initial
improvements to the Second Expansion Space with a general
contractor selected by Tenant, subject to Landlord's
reasonable approval. Tenant shall devote such time in
consultation with Landlord or Landlord's architect as may be
required to provide all information Landlord deems necessary
in order to enable Landlord to complete, and obtain Tenant's
written approval of, the plans for the initial improvements to
the Second Expansion Space in a timely manner. All plans for
the initial improvements to the Second Expansion Space shall
be subject to Landlord's consent, which consent shall not be
unreasonably withheld. If the cost of such improvements
exceeds the Second Expansion Improvement Allowance, then prior
to commencing any construction of improvements to the Second
Expansion Space, Landlord shall submit to Tenant a written
estimate setting forth the anticipated cost, including but not
limited to the cost of space planning, design and related
architectural and engineering services, labor and materials,
contractor's fees, and permit fees. Within a reasonable time
thereafter, Tenant shall either notify Landlord in writing of
its approval of the cost estimate or specify its objections
thereto and any desired changes to the proposed improvements.
In the event Tenant notifies Landlord of such objections and
desired changes, Tenant shall work with Landlord to reach a
mutually acceptable alternative cost estimate. Landlord
agrees to use reasonable efforts to commence construction of
the initial improvements to the Second Expansion Space as soon
as reasonably practicable, which Landlord reasonably
anticipates to be approximately October 1, 1995 as to 4,874
rentable square feet of the Second Expansion Space and
approximately December 4, 1995 as to 8,499 rentable square
feet of the Second Expansion Space.
J. PARKING. Effective as of the Second Expansion Effective Date,
Landlord shall provide to Tenant, with respect to the Second
Expansion Space, forty (40) parking Permits in the Building
Garage. Of said forty (40) Permits, seven (7) shall be
reserved and thirty-three (33) shall be unreserved. Landlord,
subject to availability. shall lease to Tenant on a
month-to-month basis, additional unreserved Permits at $25.00
per space, per month (plus applicable tax).
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III. THIRD EXPANSION SPACE.
A. Effective as of the Third Expansion Effective Date (as
hereinafter defined), the Premises is increased from 31,384
rentable square feet on the second (2nd), third (3rd), fourth
(4th) and eleventh (11th) floors to 41,600 rentable square feet
on the second (2nd), third (3rd), fourth (4th) and eleventh (11th)
floors by the addition of the Third Expansion Space. The lease
term for the Third Expansion Space shall commence on the Third
Expansion Effective Date and end on the Second Extended
Termination Date. The Third Expansion Space is subject to all the
terms and conditions of the Lease except as expressly modified
herein and except that Tenant shall not be entitled to receive
any allowances, abatements or other financial concessions granted
with respect to the Premises unless such concessions are
expressly provided for herein with respect to the Third Expansion
Space.
B. The Third Expansion Effective Date shall be APRIL 1, 1998.
C. MONTHLY BASE RENTAL FOR THIRD EXPANSION SPACE.
1. THIRD EXPANSION SPACE AS OF, FROM AND AFTER THE THIRD
EXPANSION EFFECTIVE DATE THROUGH SECOND EXTENDED
TERMINATION DATE. As of the Third Expansion Effective
Date, the schedule of monthly installments of Base Rental
payable with respect to the Third Expansion Space for the
balance of the Lease Term and the Second Extended Lease
Term is the following:
Tenant shall pay Landlord the sum of seven hundred
forty-five thousand one hundred twenty-nine and 38/100
Dollars ($745,129.38) as Base Rental for the Third
Extended Term in fifty-seven (57) monthly installments as
follows:
Twenty-one (21) equal installments of $12,131.50, each
payable on or before the first day of each month during
the period beginning April 1, 1998 and ending December 31,
1999.
Thirty-six (36) equal installments of $13,621.33 each
payable on or before the first day of each month during
the period beginning January 1, 2000 and ending December
31, 2002.
All such Base Rental shall be payable by Tenant in
accordance with the terms of Article V. of the Lease.
D. ADDITIONAL SECURITY DEPOSIT. Intentionally omitted.
E. TENANT'S PRO RATA SHARE. For the period commencing with the Third
Expansion Effective Date and ending on the Second Extended
Termination Date, Tenant's Pro Rata Share with respect to the
Third Expansion Space is two and nine tenths percent (2.9%).
F. BASE YEAR. For the period commencing with the Third Expansion
Effective Date and ending on the Second Extended Termination
Date, the Base Year for the computation of Tenant's Pro Rata
Share of Basic Costs applicable to the Third Expansion Space
shall be in accordance with Exhibit B-2 of the Lease.
G. PARKING. Effective as of the Third Expansion Effective Date,
Landlord shall provide to Tenant, with respect to the Third
Expansion Space, thirty-one (31) parking Permits in the
Building Garage. Of said thirty-one (31) Permits, five(5)
shall be reserved and twenty-six (26) shall be unreserved.
Landlord, subject to availability, shall lease to Tenant on a
month-to-month basis, additional unreserved Permits at $25.00
per space, per month (plus applicable tax).
IV. SIGNAGE.
A. If and only if Tenant notifies Landlord of Tenant's request
therefor on or before December 31, 1997 ("Request Notice"),
Landlord, at Tenant's expense, may, in Landlord's sole and
absolute discretion, elect to erect one (1) sign identifying
Tenant (the "Sign") on the east or west side of the penthouse
level of the roof of the Building, the exact
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location of which Sign shall be determined in Landlord's
reasonable judgment. Simultaneous with serving the Request
Notice, Tenant shall submit to Landlord copies of Tenant's
current financial statements for Landlord's review. Tenant shall
only be entitled to serve the Request Notice on Landlord if each
and every one of the following conditions his been satisfied and
continues to be true as of December 31, 1997:
(a) Tenant is the tenant of the Building who leases and
occupies more space than any other single tenant of the
Building; and
(b) Tenant is not in default of the Lease beyond any
applicable cure period; and
(c) Tenant has neither assigned the Lease nor subleased all or
any portion of the Premises other than a Corporate
Transfer; and
(d) in addition to the Original Premises, Expansion Space,
Second Expansion and Third Expansion Space leased by
Tenant pursuant to the Lease as amended by, among other
documents, this Third Amendment, Tenant shall lease and
be in occupancy of an additional 13,140 rentable square
feet in the Building; and Tenant specifically acknowledges
and agrees that Landlord has made and is making no
representations to Tenant of the availability of such
amount of space for lease on or before December 31, 1997;
(e) Tenant, in the Request Notice, elects one of the following
two (2) alternatives:
(i) to reimburse Landlord within ten (10) days of demand
the actual costs incurred by Landlord in obtaining
the relinquishment and removal of the Xxxxxxxx and
Xxxxxxxx Building rooftop signage right
("Relinquishment Costs"); or
(ii) to increase Tenant's Monthly Base Rental by an amount
equal to the amount necessary to reimburse Landlord
the Relinquishment Costs amortized at thirteen
percent (13%) over the Term remaining prior to the
Second Extended Termination Date.
B. If and only if each and every one of the foregoing conditions has
been satisfied and continues to be true and Landlord has decided
in its sole and absolute discretion to install the Sign, then
Landlord and Tenant shall work together in good faith towards
installation of the Sign on or about July 1, 1998. Within a
reasonable time after the determination by Landlord of Tenant's
entitlement to and Landlord's willingness to erect the Sign,
Tenant shall submit detailed drawings of its proposed Sign to
Landlord for its review and approval. Such drawings shall include,
without limitation, detailed information concerning the size,
material, shape, color, lettering, type and manner of
illumination, if any, and method of installation of the proposed
Sign. Landlord and Tenant and their respective architects shall
work together in good faith to agree upon a final design for the
Sign, provided that Landlord's architect shall have the right to
make the final determination if the parties cannot agree upon
final design specifications. Notwithstanding any thing herein to
the contrary, Tenant hereby acknowledges that Landlord's
obligation to install the Sign shall be subject to Tenant's
ability to obtain all necessary permits and approvals from the
City of Dallas.
Landlord, upon the expiration date or sooner termination of this
Lease, shall have the right to remove the Sign at Tenant's sole
cost and expense. In addition, Landlord, at Tenant's sole cost and
expense, shall have the right to remove the sign if, at any time
during the Lease Term (1) Tenant assigns this Lease except for an
amount up to ten percent (10%) of the outstanding square feet, (2)
Tenant sublets all or any portion of the Premises except for an amount
up to ten percent (10%) of the outstanding square feet, (3) Tenant
ceases to occupy 100% of the Premises except for an amount up to ten
percent (10%) of the outstanding square feet, or (4) Tenant defaults
under any term or condition of the Lease and fails to cure such
default within any applicable grace period.
C. If an only if each of five (5) foregoing conditions has been
satisfied and continues to be true, Tenant has timely served the
Request Notice, and Landlord in its sole and absolute discretion
has decided not to install the Sign, Tenant shall the right to
accelerate the Second Extended Termination Date ("Signage
Acceleration Option") of the Lease from December 31, 2002 to
December 31, 1999 (the "Signage Accelerated Expiration Date"), if:
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(i) Landlord receives notice of acceleration ("Signage
Acceleration Notice") not less than thirty (30) days
following receipt by Tenant of Landlord's decision not to
install the sign; and
(ii) Tenant, on or before September 15, 1999, pays Landlord the
unamortized portion calculated at thirteen percent (13%) of
$106,000.00 leasehold improvement allowance, $50,000.00
relocation allowance, (the "Signage Acceleration Fee") as a
fee in connection with the acceleration of the Termination
Date and not as a penalty, provided that the Signage
Acceleration Fee shall be increased by an amount equal to the
unamortized portion of any concessions, commissions,
allowances or other expenses incurred by Landlord in
connection with any additional space leased by Tenant that is
subject to Acceleration hereunder.
If Tenant exercises its Signage Acceleration Option, Tenant shall
remain liable for all Base Rental, Additional Base Rental and other sums
due under the Lease up to and including the Signage Accelerated
Expiration Date even though xxxxxxxx for such may occur subsequent to the
Signage Accelerated Expiration Date.
V. RIGHT OF FIRST OFFER.
1. Tenant shall have the right of first offer (the "ROFO") with respect
to approximately 1,682 square feet (Suite 270) and 2,327 square feet
(Suite 280) on the second (2nd) floor of the Building and 3,062
square feet (Suite 510) on the fifth (5th) floor of the Building as
shown cross-hatched on the demising plans attached hereto as
Attachments #1 and #2 (the "Offering Space"). If at any time during
the ROFO Period, Landlord has a prospective tenant (the "Prospect")
interested in leasing the Offering Space (or applicable portion
thereof) Landlord shall advise Tenant in substantially the same form
set forth as Attachment #3 attached hereto (the "Landlord Notice")
of the terms of which Landlord is prepared to lease the Offering
Space to Tenant, which terms shall reflect the prevailing market
rate for the Offering Space, as reasonably determined by Landlord,
and a tenant finish allowance then being quoted by Landlord for
comparable space and lease term in the Building. In the event that
Tenant desires to lease the Offering Space upon the terms set forth
in Landlord's Notice, Tenant shall notify Landlord (the "Tenant
Notice") WITHIN FIVE (5) days after the date as such Notice, except
that Tenant shall have no such ROFO, and Landlord need not give the
Landlord Notice, if:
(a) Tenant is in default under the Lease at the time Landlord
would otherwise deliver the Landlord Notice; or
(b) the Premises is sublet at the time Landlord would otherwise
deliver the Landlord Notice, other than a Corporate Transfer; or
(c) the Lease has been assigned at the time Landlord would
otherwise deliver the Landlord Notice, other than a Corporate
Transfer; or
(d) Tenant is not an occupant of the Building under this Lease at
the time Landlord would otherwise deliver the Landlord Notice;
or
2. The ROFO shall be deemed exercised upon Landlord's receipt to the
Tenant Notice within the time period stated is subsection V.B.1.
hereof. If Tenant exercised the ROFO, Tenant shall execute and
deliver the Offering Amendment (hereinafter defined) to Landlord
within fifteen (15) days of the submission of such Offering
Amendment by Landlord to Tenant.
3. The Offering Space (including improvements and personalty, if any)
shall be accepted by Tenant in broom clean condition and its
as-built configuration existing, subject to a tenant finish
allowance pursuant to the Landlord Notice, on the earlier of the
date Tenant takes possession of the Offering Space or as of the date
the term for such Offering Space commences.
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4. a. If Tenant is able to and properly exercises its ROFO, Landlord
shall prepare an amendment (the "Offering Amendment") adding
the Offering Space to the Premises on the terms set forth in
the Landlord Notice and reflecting the changes in the Base
Rental, installments of Base Rental, Rentable Area of the
Premise, Tenant's proportionate share for the operating
expenses and other appropriate terms.
b. A copy of the Offering Amendment shall be (i) sent to Tenant
within a reasonable time after receipt of the Tenant Notice,
and (ii) executed by Tenant and returned to Landlord in
accordance with subsection V.B.2. hereof.
5. If Landlord is not required to give Tenant a Landlord Notice due to
a violation by Tenant of one, or more of the conditions set forth in
subjection V.B.1.a. through V.B.1.b. above, Landlord may lease the
offering Space for which Landlord has Prospect or any other
prospective tenant on whatever terms Landlord elects.
VI. RELOCATION ALLOWANCE. Provided Tenant is not in default, Tenant shall be
entitled to receive an allowance (the "Relocation Allowance") in an
amount of FIFTY THOUSAND AND NO/100 Dollars ($50,000.90) to be applied
toward Tenant's relocation costs and lease termination costs at
Providence Towers, Dallas, Texas. Landlord shall pay Tenant the
Relocation Allowance within thirty (30) days of THE EXECUTION AND
DELIVERY BY THE PARTIES OF THIS AMENDMENT.
VII. MISCELLANEOUS.
A. This Amendment sets forth the entire agreement between the parties
with respect to the matters set forth herein. There have been no
additional oral or written representations or agreements. Under no
circumstances shall Tenant be entitled to any Rent abatement, improvement
allowance, leasehold improvements, or other work to the Premises, or any
similar economic incentives that may have been provided Tenant in
connection with entering into the Lease, unless specifically set forth in
this Amendment.
B. Except as herein modified or amended, the provisions, conditions and
terms of the Lease shall remain unchanged and in full force and effect.
C. In the case of any inconsistency between the provisions of the Lease
and this Amendment, the provisions of this Amendment shall govern and
control. Under no circumstances shall this Amendment be deemed to grant
Tenant any further right to expand the Premises or extend the Lease,
provided, however, any such additional rights specifically provided
Tenant in the Lease are not hereby relinquished or waived.
D. Submission of this Amendment by Landlord is not an offer to enter
into this Amendment but rather is a solicitation for such an offer by
Tenant. Landlord shall not be bound by this Amendment until Landlord has
executed and delivered the same to Tenant.
E. The capitalized terms used in this Amendment shall have the same
definitions as set forth in the Lease to the extent that such capitalized
terms are defined therein and not redefined in this Amendment.
F. This Amendment shall be of no force and effect unless and until
accepted by any guarantors of the Lease, who by signing below shall agree
that their guarantee shall apply to the Lease as amended herein, unless
such requirement is waived by Landlord in writing.
G. Tenant hereby represents to Landlord that Tenant has dealt with no
broker OTHER THAN XXXX X. XXXXXX in connection with this Amendment.
Tenant agrees to indemnify and hold Landlord and the Landlord Related
Parties harmless from all claims of any brokers claiming to have
represented Tenant in connection with this Amendment.
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.
WITNESSES LANDLORD: ZML - North Central Plaza Three
Limited Partnership
BY: EQUITY OFFICE HOLDINGS, L.L.C.,
By: /s/ Xxxxxx Bessole
----------------------- -----------------------------------------
Name: Xxxxxx Bessole
----------------------- ---------------------------------------
Title: Vice President
---------------------------------------
TENANT: The Management Alliance Corporation,
a Texas corporation
/s/ Xxxxx Xxxxx By: /s/ J. Xxxxxxx Xxxxx
----------------------- -----------------------------------------
Its: Sec. & Tres.
----------------------- ----------------------------------------
GUARANTOR: Diversified Human Resources
Group, Inc., a Texas corporation
/s/ Xxxxx Xxxxx By: /s/ ???????????
----------------------- -----------------------------------------
Its: C.F.O.
----------------------- ----------------------------------------
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EXHIBIT A
[MAP]
EXHIBIT B
[MAP]
Attachment #1
OUTLINE AND LOCATION OF OFFERING SPACE
[MAP]
Attachment #2
OUTLINE AND LOCATION OF OFFERING SPACE
[MAP]
ATTACHMENT #3
RIGHT OF FIRST OFFER - NOTICE
TO: The Management Alliance Corporation DATE:
00000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
NOTICE
RE: Lease (the "Lease") dated ______________ , _____ by and between Equity
Office Holdings, L.L.C. as agent, and The Management Alliance
Corporation for space in the Building located at 00000 Xxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxx, Xxxxx.
Pursuant to the tends of the Lease, Tenant is hereby notified that ____________
square feet on the _________ floor of the Building (as shown cross-hatched on
the demising plan attached hereto as Exhibit 1) will be available for lease
under the following conditions:
1. BASE RENT: 4. EXPENSE ESCALATION:
a. total: 5. TAX ESCALATION:
b. monthly: 6. SECURITY DEPOSIT:
2. TERM: 7. RENT CREDITS:
a. commencement date: 8. CONSTRUCTION:
b. expiration date:
3. CPI OR OTHER FINANCIAL ESCALATION:
Accordingly, under the terms of the Lease, Tenant has ______ days after the date
of this Notice as stated in Section ____ of Exhibit ____ of the Lease to
exercise its right of first offer on approximately __________ rentable square
feet, the Offering Space.
EQUITY OFFICE HOLDINGS, L.L.C., as agent
BY:
---------------------------------------
Xxxxxx X. Xxxxxx
Area Leasing Representative
NOTICE OF EXERCISE
Tenant hereby accepts the above tender of the space (as shown on the demising
plan attached hereto as Exhibit 1) and exercises its right to lease such space.
This acceptance and exercise shall authorize Equity Office Holdings, L.L.C. to
forthwith prepare an amendment in accordance with Exhibit ____ of the Lease for
execution by Tenant.
TENANT: The Management Alliance Corporation
DATED: BY:
----------------- ---------------------------------------
ITS:
--------------------------------------
REJECTION:
Tenant hereby acknowledges the above tender of the space (as shown on the
demising plan attached hereto as Exhibit 1) and hereby declines to lease said
space.
TENANT: The Management Alliance Corporation
DATED: BY:
----------------- ---------------------------------------
ITS:
--------------------------------------
