LEASE EXPANSION AND SIXTH AMENDMENT TO LEASE AGREEMENT
THIS LEASE EXPANSION AND SIXTH AMENDMENT TO LEASE AGREEMENT
("Sixth Amendment") is entered into as of the 6th day of
July, 1998, between KAB PLAZA PARTNERS, L.P., a Texas
limited partnership ("Landlord"), and AMRESCO, INC., a
Delaware corporation ("Tenant").
WITNESSETH:
WHEREAS, K-P Plaza Limited Partnership, a Texas limited
partnership ("K-P Plaza"), and Tenant entered into that
certain Office Lease dated February 9, 1996, as amended by
that certain First Amendment to Office Lease dated July 17,
1996 ("First Amendment"), covering approximately 130,606
rentable square feet of area ("Original Premises") located
on the entire 17th, 22nd, 23rd, 24th and 25th floors and
part of the 16th floor as more particularly described in the
Lease and commonly referred to as Suite 2400 in the office
building located at 000 Xxxxx Xxxxx Xxxxxx (the "North
Tower") within the development commonly known as the Plaza
of the Americas situated on Blocks 257 and 258 in the City
of Dallas, Texas.
WHEREAS, K-P Plaza and Tenant entered into that Second
Amendment to Lease Agreement dated May 27, 1997 ("Second
Amendment"), whereby Tenant leased 3,858 rentable square
feet of area located on the 16th floor of the North Tower on
a temporary basis until December 31, 1997 (the "Temporary
Premises"), all as set forth in the Second Amendment;
WHEREAS, K-P Plaza and Tenant entered into that Third
Amendment to Lease Agreement dated September 22, 1997
("Third Amendment"), whereby Tenant leased an additional
3,128 rentable square feet of area located on the 16th floor
of the North Tower on a temporary basis until March 31, 1998
("Additional Temporary Premises"), all as set forth in the
Third Amendment;
WHEREAS, Landlord succeeded to the interest of K-P
Plaza and assumed all of K-P Plaza's obligations under the
Lease;
WHEREAS, Landlord and Tenant entered into that Fourth
Amendment to Lease Agreement dated January 6, 1998 ("Fourth
Amendment"), whereby Tenant expanded the Premises by 32,139
rentable square feet of area - some of which space included
the Temporary Space and the Additional Temporary Space - on
the 16th and 19th floors of the North Tower ("Fourth
Amendment Expansion Premises") so that the Premises
thereafter totaled 162,745 rentable square feet of area;
WHEREAS, Landlord and Tenant entered into that Fifth
Amendment to Lease Agreement dated March 25, 1998 ("Fifth
Amendment"), whereby Tenant expanded the Premises by an
additional 34,856 rentable square feet of area on the 4th
and 18th floors of the North Tower commonly identified as
Suite 400 and Suite 1850, so that the Premises thereafter
totaled 197,601 rentable square feet of area (such Office
Lease Agreement, as amended by the First, Second, Third,
Fourth and Fifth Amendments, is hereafter referred to as the
"Lease"); and
WHEREAS, Landlord and Tenant desire to amend the Lease
further to, among other things, expand the Premises by an
additional 1,486 rentable square feet of area on the 21st
floor of the North Tower commonly identified as Suite 2145,
as shown on Exhibit "A" to the Sixth Amendment, all as more
fully set forth in this Sixth Amendment;
NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree to amend the
Lease as follows:
1. Definitions. Unless otherwise defined, all defined
terms in this Sixth Amendment have the same meaning as in
the Lease.
2. Premises. Beginning on the first full business day
after the Effective Date for this Sixth Amendment (such date
hereafter referred to as the "Commencement Date for 21st
Floor Expansion"), the Premises will expand to include the
1,486 rentable square feet of area located on the 21st floor
of the North Tower commonly known as Suite 2145 and as shown
on Exhibit "A" to this Sixth Amendment ("21st Floor
Expansion Premises"). Thereafter, the Premises as described
in the Basic Office Lease Information incorporated into the
Lease will total 199,087 rentable square feet of area -
which Premises will include the Original Premises, the
Fourth Amendment Expansion Premises, the 18th Floor
Expansion Premises, the 4th Floor Expansion Premises, and
the 21st Floor Expansion Premises. Tenant shall execute and
deliver to Landlord, within 10 days after Landlord has
requested same, a letter confirming (i) the Tenant's
acceptance of the 21st Floor Expansion Premises, (ii) the
Commencement Date for the 21st Floor Expansion Premises, and
(iii) that Landlord has performed all of its obligations
with respect to the 21st Floor Expansion Premises.
3. Term, The Term of the Lease (i) remains unchanged by
this Sixth Amendment and (ii) applies to the 21st Floor
Expansion Premises.
4. Basic Rental. Beginning on the Commencement Date for
21st Floor Expansion, and continuing until and including
October 31, 2003 Tenant shall pay Landlord Basic Rental for
the 21st Floor Expansion Premises (i.e., the approximately
1,486 rentable square feet of area) at the annual rental
rate of $10.00 per rentable square foot (i.e., $1,238.33
monthly) in the manner set forth in Article IV of the Lease,
together with all other amounts due under the Lease.
Beginning on November 1, 2003 and continuing until the end
of the Term, Tenant shall pay Landlord Basic Rental for the
21st Floor Expansion Premises at the annual rental rate of
$12.00 per rentable square foot (i.e., $1,486.00 monthly) in
the manner set forth in Article IV of the Lease, together
with all other amounts due under the Lease. The Basic Rental
set forth above applicable to the 21st Floor Expansion
Premises includes Tenant's Proportionate Share of Basic
Costs for the calendar year commencing January 1, 1998, and
ending December 31, 1998, but does not include Tenant's
share of electrical and other utility charges described in
Section 4.c of the Lease and elsewhere. In addition to the
Basic Rental applicable to the 21st Floor Expansion Premises
set forth above, Tenant shall pay Landlord in the manner
provided for in the Lease all other amounts due under the
Lease, including, without limitation, (i) Tenant's share of
the Excess described in Exhibit "C" to the Lease for the
years after 1998 and (ii) the Electrical Costs as set forth
in Section 4.c of the Lease. Except as otherwise expressly
provided herein, nothing in this Sixth Amendment effects the
payment of Basic Rental or other sums due under the Lease.
For the purposes of calculating the Excess applicable to the
21st Floor Expansion Premises under Exhibit "C" of the
Lease, the cap on Controllable Expenses applies, but the
Expense Stop applicable to the 21st Floor Expansion
Premises will be calculated using Basic cost for the
Calendar year 1998. If, with the consent of Landlord, Tenant
enters into occupancy of the 21st Floor Expansion Premises
to do business prior to the Commencement Date for 21st Floor
Expansion, the provisions of the Lease apply and Basic
Rental accrues and is payable from the date of occupancy.
5. Tenant's Proportionate Share. Landlord and Tenant
stipulate and agree that for all purposes under this Lease,
effective from and after the Commencement Date for 21st
Floor Expansion, the Tenant's Proportionate Share is
19.014%. It is further stipulated and agreed that for all
purposes under this Lease, the Tenant's Proportionate Share
is obtained by dividing (i) the rentable square feet in the
Premises at the time (which includes a pro rata share of the
Common Areas) by (ii) 1,045,551. The foregoing numbers of
rentable square feet are stipulations and establish a
material part of the economic basis for the execution of
this Lease by Landlord and shall not be adjusted unless the
rentable area of Premises is increased or decreased by the
addition or deletion of rentable area within the Buildings
and an appropriate amendment to the Lease is executed.
6. Tenant Improvements; As Is. TENANT AGREES TO ACCEPT THE
21ST FLOOR EXPANSION PREMISES IN ITS "AS IS" CONDITION AS OF
THE DATE OF THIS SIXTH AMENDMENT WITHOUT REPRESENTATION OR
WARRANTY OF ANY KIND BY LANDLORD, INCLUDING ANY WARRANTY OF
HABITABILITY OR FITNESS FOR ANY PARTICULAR USE.
7. Substitution Right.
a. Substitution Right. From time to time during the Term,
Landlord may substitute for the 21st floor Expansion
Premises other space that has an area at least equal to that
of the 21st Floor Expansion Premises and is located in the
North Tower (the "Substitution Space") if Landlord secures a
lease with another tenant for the entire 21st floor.
b. Effect of Substitution. If Landlord exercises such
right by giving Tenant notice thereof ("Substitution
Notice"), the (i) the description of the Premises shall be
replaced by the description of the Substitution Space; and
(ii) all of the terms and conditions of the Sixth Amendment
and the Lease shall apply to the Substitution Space except
that, if the Substitution Space contains more square footage
than the 21st Floor Expansion Premises, then the Basic
Rental shall be increased proportionately. The effective
date of such substitution (the "Substitution Effective
Date") shall be the date specified in the Substitution
Notice or, if Landlord is required to perform tenant finish
work to the Substitution Space under Paragraph 7.c of this
Sixth Amendment, then the date on which Landlord
substantially completes such tenant finish work. If Landlord
is delayed in performing the tenant finish work by Tenant's
actions (either by Tenant's change in the plans and
specifications for such work or otherwise), then the
Substitution Effective Date shall not be extended and Tenant
shall pay Rent for the Substitution Space Beginning on the
date specified in the Substitution Notice.
c. Possession of Substitution Space. Tenant may either
accept possession of the Substitution Space in its "as is"
condition as of the Substitution Effective Date or require
Landlord to alter The Substitution Space in the same manner
as the Premises were altered or were to be altered. Tenant
shall deliver to Landlord written notice of its election
within 10 days after the Substitution Notice has been
delivered to Tenant. If Tenant fails to timely deliver
notice of its election or if an Event of Default then
exists, then Tenant shall be deemed to have elected to
accept possession of the Substitution Space in its "as is"
condition.
d. Surrender of Premises. Tenant shall move from the 21st
Floor Expansion Premises into the Substitution Space and
shall surrender possession of the 21st Floor Expansion
Premises as provided in this Paragraph 7 by the Substitution
Effective Date. If Tenant occupies the 21st Floor Expansion
Premises after the Substitution Effective Date, then
Tenant's occupancy of the 21st Floor Expansion Premises
shall be a tenancy at sufferance (and, without limiting all
other rights and remedies available to Landlord, including
instituting a forcible detainer suit), Tenant shall pay
Basic Rental for the 21st Floor Expansion Premises as
provided in the Lease and this Sixth Amendment and all other
Rent due there for until such occupancy ends; such amounts
shall be in addition to the Rent due for the Substitution
Space.
e. Tenant's Reimbursement. If Landlord exercises its
substitution right, then Landlord shall reimburse Tenant for
Tenant's reasonable out-of-pocket expenses for moving
Tenant's furniture, office equipment, supplies, cabling,
Tenant's equipment, and telephone equipment from the 21st
Floor Expansion Premises to the Substitution Space. If the
Substitution Space contains more square footage than the
21st Floor Expansion Premises, and if the 21st Floor
Expansion Premises were carpeted, Landlord shall supply and
install an equal amount of carpeting of the same or
equivalent quality and color.
8. Brokerage. Tenant warrants that it has had no dealings
with any broker or agent in connection with the negotiation
or execution of this Sixth Amendment other than with
Xxxxxxxx Properties Limited, Inc. Both Landlord and Tenant
agree to indemnify each other and hold each other harmless
from and against any and all costs (including investigation
and defense costs) and expenses, claims for commissions or
other payments by any broker or agent who alleges to have
performed services on behalf of the indemnifying party.
9. Management Company. Tenant acknowledges that Xxxxxxxx
Properties Limited, Inc. is the Landlord's management and
leasing representative.
10. Authority. Each individual signing below represents
that he/she has been duly authorized to execute and deliver
this Sixth Amendment and that same shall be binding on
Landlord and Tenant (as applicable) on whose behalf he/she
is signing.
11. Entire Agreement. This Sixth Amendment, together with
the provisions of the Lease, embody the entire agreement
between the parties with respect to the subject matter
hereof and cannot be varied except by written agreement of
the parties.
12. Successors and Assigns. All of the terms, covenants,
provisions, and conditions of this Sixth Amendment are
hereby made binding on the executors, heirs, administrators,
successors, and permitted assigns of both parties hereto.
13. Headings. The captions used in connection with the
sections of this Sixth Amendment are for convenience only
and shall not be deemed to construe or limit the meaning of
the language of this Sixth Amendment.
14. Conflict. In the event of any conflict between the
provisions of this Sixth Amendment and the provisions of the
Lease, the provisions of this Sixth Amendment will govern
and control.
15. Drafting. Landlord and Tenant acknowledge and confirm
that each of their respective attorneys have participated
jointly in the review and revision of this Sixth Amendment
and that it has not been written solely by counsel for one
party. Landlord and Tenant therefore stipulate and agree
that the rule of construction to the effect that any
ambiguities are to be or may be resolved against the
drafting party shall not be employed in the interpretation
of this Sixth Amendment to favor any party against another.
16. Lease. As amended hereby, the Lease will govern the
21st Floor Expansion Premises and will continue in full
force and effect and is ratified and confirmed by Landlord
and Tenant. From and after the date of this Sixth Amendment,
the term "Lease", when used in the Lease, will mean the Lease,
as further amended by this Sixth Amendment.
17. Counterparts. This Sixth Amendment may be executed in
multiple counterparts and signature pages from any
counterpart may be appended to any other counterpart. All
counterparts shall constitute a single, unified instrument.
WITNESS THE EXECUTION HEREOF, effective as of the date set
forth above ("Effective Date").
AMRESCO, INC., a Delaware corporation
By: //Xxxxx Xxxx
By: Xxxxx Xxxx
Title: Vice President Facilities
KAB PLAZA PARTNERS, L.P.
A Texas limited partnership
By: AB Sub II, Inc.
Its general partner
By:
Title:
