EXHIBIT 10.44
AMENDMENT NO. 12 TO LEASE AGREEMENT
This Amendment No. 12 to Lease Agreement ("Twelfth Amendment") is made
and entered into this 24th day of January, 2001, by and between DALTEX CENTRE
LP, a Delaware limited partnership ("Landlord"), and NETWORK ASSOCIATES, INC., a
Delaware corporation, ("Tenant").
WHEREAS, the predecessors of Landlord and Tenant entered into that
certain Standard Office Lease Agreement ("Lease"), dated November 14, 1996, as
amended on March 17, 1997, November 24, 1997, March 27, 1998, June 4, 1998, July
21, 1998, November 20, 1998, March 18, 1999, June 3, 1999, October 7, 1999,
March 25, 2000, and July 31, 2000, covering, in the aggregate as of January 1,
2001, approximately 190,677 rentable square feet of space ("Premises") in
buildings (the "Buildings") located at (i) 4099 XxXxxx, (ii) 4101 XxXxxx, and
(iii) 00000 Xxxxxx Xxxx ("13465 Midway"), in Farmers Xxxxxx, Xxxxx 00000; and
WHEREAS, on July 31, 2000, Tenant and Landlord entered into that certain
Lease Amendment whereby Tenant expanded its Premises into the Building commonly
known as "13465 Midway", and pursuant to Section 14 of such Lease Amendment,
part of the equipment which Tenant leased thereunder included two existing
emergency back-up generators (the "Generators") located in an enclosure outside
of the Building at 13465 Midway, and as a consequence thereof, Tenant now
desires to clarify its rights and duties with regard to the Generators and the
portion of the Premises wherein such Generators are located; and
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein, and other good and valuable consideration, Landlord and Tenant
hereby further amend the Lease, as follows:
1. GENERATORS; MODIFICATION OF ENCLOSURE WALLS
As part of Tenant's expansion into 13465 Midway, Tenant acquired from
the previous tenant of such leased space two emergency back-up generators
located in a separate exterior enclosure/structure (the "Generator Enclosure")
located adjacent to the Building commonly known as 13465 Midway. As part of
Tenant's construction of the leasehold improvements to 13465 Midway, Tenant will
(i) install one additional Generator in the Generator Enclosure, and (ii)
construct certain modifications (the "Modifications") to the existing enclosure
walls to the Generator Enclosure wherein the original Generators were located in
order to accommodate the new, additional Generator. The Modifications to be made
by Tenant to the Generator Enclosure shall conform to the plans and
specifications therefor attached hereto as Exhibit B, which plans and
specifications have been approved by Landlord. In constructing the
Modifications, Tenant must comply with all governmental laws, rules and
regulations applicable thereto. Landlord's approval of the plans and
specifications for the Modifications shall not be construed as any indication
that such plans and specifications comply with applicable laws, such compliance
requirement being solely the responsibility of Tenant. The Generators (which
shall be defined to include all associated
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equipment, including fuel tanks and piping, wiring and circuit breaker panels)
will be located only in the locations specified in the attached Exhibit A, and
none of such Generators shall be relocated from such locations without first
obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld or delayed. At all times during the term of the Lease,
Tenant shall be regarded as the owner of the Generators.
2. MAINTENANCE OF GENERATORS AND GENERATOR ENCLOSURE
Throughout the Lease Term, Tenant will responsible for maintaining and
repairing the Generators and Landlord will be responsible for maintaining and
repairing the walls and exterior structural elements of the Generator Enclosure,
and that portion of the Generator Enclosure where the Generators are located in
the same manner as specified in Section 6.1 of the Lease. Landlord shall have no
obligation whatsoever to maintain, repair or replace any portion of the
Generators. Tenant shall not be responsible for or obligated to maintain, repair
or replace that certain generator (and associated equipment) located within the
Generator Enclosure, which generator is owned and operated by another tenant in
The Centre office complex. In the event that Tenant shall elect to replace any
of the Generators, Tenant shall be solely responsible for the cost and
obligation to do so. Any alterations to the Generator Enclosure must be first
approved by Landlord.
3. INSURANCE
In addition to the insurance required to be maintained by Tenant under
Section 7.201 of the Lease, Tenant shall also be required to obtain and
maintain, throughout the Lease Term, environmental insurance on the Generators
(including that portion of the Generator Enclosure where the Generators are
located) in such amounts and specific types of coverage and endorsements as
Landlord shall reasonably specify and require. In that regard, Tenant will name
Landlord and the manager of 13465 Midway as additional insureds under such
environmental insurance coverage, and Tenant will provide to Landlord a
certificate of insurance, in form and substance acceptable to Landlord,
indicating such coverage and additional insured endorsement for Landlord and the
property manager of 13465 Midway.
4. GENERATOR ENCLOSURE PART OF COMMON AREAS
Hereafter all elements of the Generator Enclosure, and that portion of
the Generator Enclosure where the Generators are located are part of the Common
Areas for all purposes under the Lease; and therefore, all duties and
obligations of the Landlord and the Tenant under the Lease applicable to the
Common Areas will hereafter be likewise applicable to such Generator Enclosure.
5. GENERATORS ACCEPTED "AS-IS"
Tenant hereby accepts the Generators and that portion of the Premises in
which the Generator Enclosure is located in its "as-is" condition, except for
latent defects, and no improvements or alterations to the Generators shall be
required by Landlord.
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6. RATIFICATION
Except as amended hereby and by the previous amendments to the Lease,
the Lease shall remain unmodified and in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Twelfth
Amendment to be executed on the date first written hereinabove.
TENANT: LANDLORD:
NETWORK ASSOCIATES, INC., DALTEX CENTRE LP,
a Delaware corporation a Delaware limited partnership
By: /s/ XXXXXXX XXXX By: Daltex Centre (GP) LLC,
------------------------------ a Delaware limited liability company,
Name: Xxxxxxx Xxxx general partner
Title: Vice President
Corp Real Estate
By: /s/ XXX XXXXXX
-----------------------------
Name: Xxx Xxxxxx
Title: V.P.
By: /s/ XXXX XXXXXXXX XXXXXXXX
-----------------------------
Name: Xxxx Xxxxxxxx Xxxxxxxx
Title: V.P.
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EXHIBIT A
LOCATIONS OF GENERATORS
[GRAPHIC]
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