EXHIBIT 10.19
FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT
THIS FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT (this "Fifth Amendment") is
made and entered into effective as of February 28, 2002, by and between Xxxxxxx
Xxxxxxxx Joint Venture ("Landlord") and telecom technologies, inc. ("Tenant").
RECITALS
WHEREAS, Landlord and Tenant entered into that certain Office Lease
Agreement, dated as of April 4, 1997, as amended by (i) that certain First
Amendment to Office Lease Agreement, dated as of November 1, 1997; (ii) those
certain Second and Third Amendments to Office Lease Agreement each dated as of
July 1, 1998; and (iii) that certain Fourth Amendment to Office Lease Agreement,
dated February 1, 1999 (collectively, the "Lease"), with respect to certain
Premises defined therein and commonly known as Suite 3000 at 0000 Xxxxx Xxxxxxx
Xxxx., Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000, which Lease is incorporated
herein by reference;
WHEREAS, Landlord and Tenant among others, have entered into the terms of a
certain global agreement of even date herewith (the "GLOBAL AGREEMENT"), and
Landlord and Tenant acknowledge and agree that the terms of the Global Agreement
shall be binding on the parties hereto;
WHEREAS, Landlord and Tenant desire to further amend the Lease to reduce
the size of the Premises.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth,
the mutual agreements set forth in the Lease, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant have agreed, and do hereby agree, to the above Recitals, and
as follows, subject to the occurrence of all of the events set forth in
Paragraph 1 of the Global Agreement:
1. All terms used herein and not specifically defined shall have the same
meanings herein as is ascribed to them in the Lease.
2. The Premises are hereby reduced to approximately 20,227 square feet of
rentable area by deleting approximately 17,789 square feet of rentable
area on the second floor, such "Give Back Space" being described on
Exhibit "A", attached hereto and incorporated herein for all purposes.
3. Basic rental is decreased from $3,909,279.04 to $3,475,939.00.
4. The monthly rental installment is decreased as set forth below:
Monthly from March 1, 2002 through October 31, 2002 - $35,043.28
Monthly from November 1, 2002 through April 30, 2003 - $35,397.25
5. Tenant's option to extend the term of the Lease set forth in Rider 101
is hereby eliminated and of no further force or effect.
6. Except as herein provided to the contrary, Tenant's lease of the
Premises from Landlord shall be on the same terms and conditions as
those specified in the Lease.
7. The Lease (as amended by this Fifth Amendment) remains in full force
and effect and is hereby ratified and affirmed.
8. All notices required to be sent to the Tenant shall also be sent to
Sonus Networks, Inc., 0 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000:
Attention: Chief Financial Officer.
9. The Global Agreement, and all of the terms therein, shall be
incorporated herein for all purposes. To the extent that there is a
conflict between the terms of this Fifth Amendment and the terms of
the Global Agreement with respect to the relevant subject matter, the
terms of this Fifth Amendment shall control.
IN WITNESS WHEREOF, this Fifth Amendment is hereby executed as of the day
and year first set forth above.
LANDLORD:
XXXXXXX XXXXXXXX JOINT VENTURE,
a Texas general partnership
By: Jaytex Properties, Ltd.,
a Texas limited partnership
By: JRS Management, Inc.
By: /s/ W.T. Field
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W.T. Field, President
TENANT:
telecom technologies, inc.,
a Texas corporation
By: /s/ X.X. Xxxxxx
---------------------------------
Name: X.X. XXXXXX
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Title: COO
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[GRAPHIC XXXXXXXXX 0XX XXXXX XXXXX PLAN]
telecom technologies, inc
Give Back Space: 17,789
rentable square feet on
the second floor of
0000 X. Xxxxxxx Xxxx.
Xxxxxxxxxx, Xxxxx 00000
