EXHIBIT 10.17
WILDWOOD OFFICE PARK
FINANCIAL SERVICE CORPORATION
NINTH AMENDMENT TO LEASE
THIS NINTH AMENDMENT TO LEASE ("Amendment"), is made the 29th day of
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October, 1996, between Wildwood Associates, a Georgia General Partnership
comprised of International Business Machines Corporation, a New York
Corporation, and Cousins Properties Incorporated, a Georgia Corporation, having
an office at Suite 1600, 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx 00000-0000,
hereinafter called "Lessor", and Financial Service Corporation having its
principal office at Suite 1100, 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx
00000, hereinafter called "Lessee".
W I T N E S S E T H:
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WHEREAS Lessor and Lessee entered into that certain Lease dated March 29,
1990, as amended October 12, 1990, June 1, 1991, September 30, 1993, December
22, 1993, May 31, 1996, July 15, 1996, August 19, 1996 and September 30, 1996
(herein called the "Lease") with respect to the Demised Premises (as defined in
the Lease) located in Suite 1100 of the Building at 0000 Xxxxx Xxxxx Xxxxxxx,
Xxxxxxx, Xxxxxxx; and
WHEREAS Lessee and Lessor have mutually agreed to expand the Demised
Premises.
NOW, THEREFORE, for and in consideration of the Demised Premises, the
mutual promises contained in this Amendment, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged by the parties hereto, Lessor and Lessee do hereby agree as
follows:
1. All terms and words of art used herein, as indicated by the initial
capitalization thereof, shall have the same respective meaning designated
for such terms and words of art in the Lease.
2. Certain Definitions. Article 1 is hereby amended as follows:
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(g) Rentable Floor Area of Demised Premises: shall be amended as of the Fifth
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Expansion Area Rental Commencement Date by deleting "49,567 square feet"
and inserting "54,048 square feet (which excludes the Administrative
Office Area of 1,556 square feet)".
(j) Base Rent Rate: shall be amended by adding the following new
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subparagraphs at the end thereof:
"As of the Fifth Expansion Area Rental Commencement Date, the initial Base
Rent Rate for the Fifth Expansion Area (as hereinafter defined) shall be
$14.56 per square
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foot of Rentable Floor Area of Fifth Expansion Area per year; as of the
Fifth Expansion Area Rental Commencement Date the initial monthly Base
Rent for the entire Demised Premises, excluding the Administrative Office
Area, shall be $65,578.24.
As to the entire Demised Premises, excluding the Administrative Office
Area; including the Fifth Expansion Area, from January 1, 1997 through
December 31, 1997 the Base Rent Rate shall be $14.56 per square foot of
Rentable Floor Area per annum subject to adjustment commencing January 1,
1998 and annually thereafter as hereinafter set forth:
(a) As used in this Article 1(j), the term "Lease Year" shall mean the
twelve month period commencing on January 1, 1997 and each successive
twelve month period thereafter during the Lease Term. The term
"Subsequent Year" shall mean each Lease Year of the Lease Term
following calendar year 1997. The term "Prior Year" shall mean the
Lease Year prior to each Subsequent Year. The term "Index" shall mean
the Consumer Price Index for all Urban Consumers (U.S. City Average;
Base 1982-84=100), published by the Bureau of Labor Statistics of the
United States Department of Labor. The term "Base Month" shall mean
the calendar month which is two (2) months prior to January, 1997.
The term "Comparison Month" shall mean the calendar month which is two
(2) months prior to the first full month of each Subsequent Year in
question.
(b) On the first day of each Subsequent Year, the Base Rental Rate shall
be increased to an amount equal to $15.00, plus an amount equal to the
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product of fifteen (15) times the percentage increase in the Index for
the Comparison Month as compared to the Index for the Base Month,
multiplied by $15.00 provided, however, that notwithstanding anything
contained herein to the contrary, in no event shall the Base Rental
Rate for a Subsequent Year after adjustment in accordance with this
provision be greater than the following amounts for the Lease Years
shown:
Second Lease Year (1998) $14.81
Third Lease Year (1999) $15.07
Fourth Lease Year (2000) $15.34
Fifth Lease Year (2001) $16.88
Ninth Lease Year (2002) $17.39
Ninth Lease Year (2003) $17.91
Eighth Lease Year (2004) $18.45
Ninth Lease Year (2005) $19.00
Tenth Lease Year (2006) $19.57
(c) If the Bureau of Labor Statistics should discontinue the publication
of the Index, or publish the same less frequently, or alter the same
in some manner, then Landlord shall adopt a substitute Index or
substitute procedure which reasonably reflects.
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(k) Rental Commencement Date: A new subparagraph shall be added at the end
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thereof as follows:
"As to the Fifth Expansion Area, the Fifth Expansion Area Rental
Commencement Date shall be January 1, 1997."
(l) Construction Allowance: A new subparagraph shall be added:
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"Lessee, at its sole expense, will cause Xxxxxx Associates to prepare the
Fifth Expansion Area plans dated ___________ (the "Plans"), which must be
approved by Lessor and Lessee (such approval not to be unreasonably
withheld, conditioned or delayed) prior to the commencement of any
alterations or improvements. The Fifth Expansion Area shall be turned
over to Lessee in its "as is" condition on the date of execution of the
Tampella Lease Termination Agreement. Lessor and Lessee shall bear the
cost of the improvements for the Fifth Expansion Area and any modification
to the original Demised Premises as follows:
A. Lessor shall provide a construction allowance of $7.50 per square foot
of Rentable Floor Area of Fifth Expansion Area ($33,607.50) to be
funded by Lessor to Lessor's contractor within fifteen (15) days of
receipt from Contractor of copies of all bills or statements for
expenses incurred with respect to such improvements and alterations.
B. Lessee shall pay for all costs in excess of the above allowance.
C. Lessee shall pay Lessor's designated agent a construction coordination
fee of five percent (5%) of the cost of improvements in the Fifth
Expansion Area and Demised Premises. Such fee will be deducted from
the allowance provided by Lessor."
(q) A new subparagraph entitled (q) Fifth Expansion Area shall be added as
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follows:
"The Fifth Expansion Area shall be defined as the additional 4,481 square
feet of Rentable Floor Area being leased by Lessee on the (eleventh) 11th
floor of the Building, as more fully set forth in green on Exhibit "B-8"
attached hereto (the existing Demised Premises as set forth in yellow).
The Fifth Expansion Area shall be included in the definition of Demised
Premises for all purposes of this Lease including the requirement to pay
Additional Rental."
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3. Lease of Premises, Page 2 of the Lease. The Exhibit "B-7 shall be deleted
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and a new Exhibit "B-8" shall be inserted in lieu thereof, a copy of which
is attached hereto and made a part hereof, indicating the Demised Premises
of Lessee. The initial and previously expanded Demised Premises is outlined
in yellow.
4. Exhibit "G", Special Stipulations, Paragraph 11 "Rental Concession", the
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following new subparagraph shall be added at the end thereof as follows:
"For the Fifth Expansion Area there will be no Rental Concession."
5. The Fifth Expansion Area is currently under lease to Tampella Power
Corporation. The execution of this Amendment and the leasing of the Fifth
Expansion Area by Lessee is contingent upon Lessor successfully deleting the
Fifth Expansion Area from the Tampella Power Corporation lease.
6. Except as expressly modified herein, the Lease Agreement shall remain in
full force and effect and, as hereby modified, is expressly ratified and
confirmed by the parties hereto. This Amendment shall be binding upon and
shall inure to the benefit of Lessor and Lessee and their representatives,
permitted legal representatives, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed
and their respective seals to be affixed as of the date and year first above
written.
"LESSOR"
WILDWOOD ASSOCIATES,
a Georgia general partnership
By: Cousins Properties Incorporated
Managing General Partner
By: /s/ Xxxx X. Xxxxx
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Its: Vice President
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[CORPORATE SEAL]
[Signatures continued on next page]
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[Signatures continued from previous page]
"LESSEE"
FINANCIAL SERVICE CORPORATION
By: /s/ Xxxxx X. Xxxx
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Its: Senior Vice President
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[CORPORATE SEAL]
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[FLOOR PLAN APPEARS HERE]
Exhibit B-8 (Attachment to the Ninth Amendment to the Lease Agreement)
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Floor plan drawing for additional 4,481 square feet of Rentable Floor Area being
leased by Lessee on the (eleventh) 11th floor of the Building.
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