EXHIBIT 10.49
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this "Amendment") is entered into as of
this the 5th day of November, 1996, by and between PREMIERE COMMUNICATIONS,
INC., a Florida corporation ("Tenant") and 55 PARK PLACE, L.P., a Delaware
limited partnership ("Landlord"),
WITNESSETH:
-----------
WHEREAS, Mara-Met Venture and Tenant entered into that certain Lease dated
May 31, 1993; as amended by that certain First Lease Amendment dated December
15, 1993 (collectively, the "Lease"); and
WHEREAS, at the request of Tenant, and for the benefit of Tenant and
certain other tenants within the Building (as defined in the Lease), Landlord
has agreed to arrange for the installation of a shared generator system,
including a shared 750KW generator, 2,000 gallon diesel fuel tank to replace the
existing tank located within the Building, the output panel and feeders, battery
charger, remote annunciator, all rigging and all terminations (such system being
hereinafter referred to as the "Diesel Generator System"), which Diesel
Generator System will be located in that certain space or premises containing
approximately three hundred (300) square feet of floor area as more particularly
identified on Exhibit "A" attached hereto and made a part hereof (the "Generator
-----------
Space"), and
WHEREAS, Tenant has agreed to pay for a portion of the Diesel Generator
System and, during the remainder of the Term of the Lease, to pay Tenant's
proportionate share of the costs for maintaining and repairing the Diesel
Generator System, including without limitation, the costs of maintaining a full
service maintenance and repair agreement for the Diesel Generator System as
hereinafter provided; and
WHEREAS, Tenant has agreed to pay its proportionate share of the Base Rent
for the Generator Space as more particularly hereinafter provided; and
WHEREAS, Landlord and Tenant desire to amend the Lease as provided herein
in order to provide for the installation, maintenance and payment of the Diesel
Generator System and the payment of Base Rent attributable to the Generator
Space.
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00), the mutual covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:
1. Landlord and Tenant hereby acknowledge and agree that Allison-Smith
Company (the "Contractor") shall be the general contractor for the installation
of the Diesel Generator System, pursuant to that certain letter from Contractor
to Tenant dated July 10, 1996 (the "Letter"), a copy of which is attached hereto
as Exhibit "B" and made a part hereof.
-----------
2. As provided in the Letter, Tenant's total estimated cost for the
installation of the Diesel Generator System is Eighty Nine Thousand Six Hundred
Eighty-Seven Dollars and No/100 Dollars (89,687.000), which cost is calculated
as follows:
(a) One-third (1/3) of the total
cost for the base generator
and cooling tower systems
($208,430.00 divided by 3) $69,477.00
(b) Feeders, circuit breaker
and terminators to tie
Tenant's space to the
generator distribution panel $20,210.00
----------
TOTAL $89,687.00
==========
3. Tenant shall pay the total cost due from Tenant for the Diesel Generator
System (as provided in Paragraph 2 above) directly to Contractor within thirty
(30) days following receipt of written notice from Contractor that it has
completed the installation of the Diesel Generator System. In the event that
Tenant shall fail to pay such amount within the said thirty (30) day period,
such failure shall be deemed a default of Tenant under the Lease and Landlord
shall have the right to exercise any available remedies under the Lease.
4. In addition to the payment for the cost of the Diesel Generator System as
provided above, following the completion of the installation of the Diesel
Generator System and continuing throughout the remainder of the Term of the
Lease, Tenant shall pay to Landlord its "proportionate share" (as hereinafter
defined) of all costs and expenses incurred by Landlord in connection with the
maintenance and repairs of the Diesel Generator System, including without
limitation, the costs incurred in connection with the maintenance/service
agreement to be maintained for the Diesel Generator System. Tenant shall pay its
proportionate share of such maintenance and repair costs to
-2-
Landlord as Additional Rent within thirty (30) days following receipt of invoice
thereof. In the event that Tenant shall fail to pay such amount within said
thirty (30) day period, such failure shall be deemed a default of Tenant under
the Lease and Landlord shall have the right to exercise any available remedies
under the Lease. As used herein, Tenant's proportionate share shall be based on
the total number of users utilizing the Diesel Generator System during the
period in which the costs reflected in the invoice accrued [for example, if
there were four (4) users of the Diesel Generator System during the period in
question, Tenant's proportionate share would be twenty-five percent (25%)].
5. In addition to the costs to be paid by Tenant pursuant to paragraphs 2, 3
and 4 above, Tenant shall pay its proportionate share (as defined in paragraph
4 above) of the Base Rent due for the Generator Space. The Base Rent for the
Generator Space shall be at the rate of Twenty and No/100 Dollars ($20.00) per
square foot of floor area, multiplied by Tenant's proportionate share, and shall
be due and payable as Base Rent in accordance with the terms of the Lease.
6. In consideration of Tenant's payment of the costs and expenses for the
construction, installation, maintenance and repair of the Diesel Generator
System, Tenant shall be entitled to use 135 KW of the Diesel Generator System.
7. Tenant hereby acknowledges and agrees that Tenant and the other users of
the Diesel Generator System shall be responsible for the periodic testing and
running of the Diesel Generator System in order that it does not remain dormat
for an extended period of time beyond the manufacturer's recommendations.
8. Tenant further acknowledges and agrees that in assisting Tenant to provide
for the installation and maintenance of the Diesel Generator System for Tenant
and certain other tenants of the Building, Landlord shall incur no liability for
injury or damage to persons or property in connection with the Diesel Generator
System. In addition to, and not in lieu of, any indemnifications provided for in
the Lease, Tenant hereby agrees to indemnify, defend and hold Landlord harmless
from and against any loss, liability, costs, claims, demands, damages, actions,
causes of action, and suits arising out of or in any manner related to the
installation, maintenance, repair or replacement of the Diesel Generator System.
9. Except as set forth in this Agreement, all provisions of the Lease shall
remain unchanged and in full force and effect and are hereby reaffirmed by the
parties hereto.
-3-
IN WITNESS WHEREOF, Landlord and Tenant have cause this Amendment to be
executed, under seal, as of the day and year first written above.
LANDLORD:
55 PARK PLACE, L.P.,
a Delaware Limited Partnership
By: 55 Park Place, Inc.
It's General Partner
By: /s/ S. Johnson
-----------------------------
Name: Skip Johnson
---------------------------
Title:
--------------------------
Attest: /s/ Raymond G. Gardner
------------------------------
TENANT:
PREMIERE COMMUNICATIONS, INC.
a Florida corporation
By: /s/ Patrick G. Jones
------------------------------
Name: Patrick G. Jones
----------------------------
Title: Sr. V.P.
---------------------------
Attest: /s/ Julianne J. Vaio
------------------------------
-4-
THIRD AMENDMENT TO LEASE
------------------------
THIS THIRD AMENDMENT TO LEASE (this "Amendment") is made this 5th day of
November, 1996 by and between 55 PARK PLACE, L.P., a Delaware limited
partnership successor in interest to MARA-MET VENTURE (hereinafter referred to
as "Landlord"), and PREMIERE COMMUNICATIONS, INC., a Florida corporation
(hereinafter referred to as "Tenant").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Landlord and Tenant entered into that certain 55 Park Place Office
Lease, dated as of May 31, 1993, as amended, for the lease of certain premises
located on the Third Floor of the office building located at 55 Park Place, NE,
Atlanta, Georgia (said 55 Park Place Office Lease, as so amended, is hereinafter
referred to as the "Lease"); and
WHEREAS, Tenant desires to lease from Landlord additional space in the
Building upon the terms and conditions set forth herein; and
WHEREAS, Landlord and Tenant desire to amend and modify the Lease in order
to add certain space in the Building to the Premises.
NOW, THEREFORE, for and in consideration of the premises, the keeping and
performance of the covenants and agreements hereinafter contained, and TEN AND
NO/100 Dollars ($10.00) and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by Landlord and Tenant, it is
hereby agreed as follows:
1. DEFINITION OF TERMS. Terms used hereinafter and indicated by their
---------- -- -----
initial capitalization shall have the meanings ascribed to them in the Lease
unless otherwise defined herein.
2. ADDITIONAL SPACE. From and after November 1, 1996 (the "Effective
---------- -----
Date"), Landlord hereby leases and rents to Tenant and Tenant hereby leases from
Landlord upon the terms and conditions set forth in the Lease, that certain
space containing approximately 1,238 Square Feet situated on the Third Floor of
the Building as outlined on the floor plan attached hereto as EXHIBIT "A" and by
-----------
this reference made a part hereof (the "Additional Space"). From and after the
Effective Date, the term "Premises" as used in the Lease, as amended hereby,
shall include not only the space heretofore leased by Tenant under the terms of
the Lease, but also the Additional Space, and the terms and conditions contained
in the Lease shall apply to the Additional Space. Accordingly, commencing on the
Effective Date, "Square Feet in the Premises" shall mean Seven Thousand Three
Hundred and Nine (7,309) rentable Square Feet, including Tenant's pro rata share
of Building common areas, subject to adjustment in accordance with Paragraph 32
of the Lease.
3. BASE RENT. From and after the Effective Date, Tenant shall pay Base
---- ----
Rent and its pro rata share of Operating Expenses based on the Square Feet in
the Premises as provided in Paragraph 2 above.
4. NO BROKERS. Landlord and Tenant each warrant and represent to the
-- -------
other that such party has not employed or dealt with a real estate broker or
agent in connection with the transaction contemplated hereby. Landlord and
Tenant covenant and agree, each to the other, to indemnify the other against any
loss, liability, costs, claims, demands, damages, actions, causes of action, and
suits arising out of or in any manner related to the alleged employment or use
by the indemnifying party of any real estate broker or agent in connection with
this transaction.
5. APPLICABILITY OF TERMS AND CONDITIONS. Except as otherwise expressly
------------- -- ----- --- ----------
provided herein to the contrary, all of the terms, conditions and provisions
contained in the Lease, as amended hereby, shall apply to and govern Tenant's
use and occupancy of the Additional space, as if the Additional Space were
originally part of the Premises.
6. MISCELLANEOUS. This Third Amendment shall be governed by and
-------------
construed in accordance with the laws of the State of Georgia, and shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors, representative and permitted assigns. The terms of this
Third Amendment shall be deemed incorporated into and made a part of the Lease.
In the event of any inconsistency or conflict between this Third Amendment and
of the Lease, the terms of this Third Amendment shall control. Time is of the
essence of all of the terms of the terms of the Third Amendment. Except as
expressly modified or amended hereby or added to herein, the Lease shall remain
and is in full force and effect between Landlord and Tenant, and nothing
contained herein shall diminish or shall be deemed to diminish, or otherwise
alter the terms and conditions of the Lease. Landlord and Tenant hereby ratify
and confirm the terms of the Lease, as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be executed by their duly authorized representative, under seal, of the day
and year first above written.
LANDLORD:
---------
55 PARK PLACE, L.P.,
a Delaware limited partnership
By: 55 PARK PLACE, INC., a Nevada corporation
By: /s/ Raymond G. Gardner
---------------------------
Its: [TITLE]
---------------------------
[CORPORATE SEAL]
[SIGNATURES CONTINUED ON NEXT PAGE]
-2-
TENANT:
-------
PREMIERE COMMUNICATIONS, INC., a Florida
corporation
By: /s/ Patrick G. Jones
--------------------------------
Its: Sr. V.P.
--------------------------------
[CORPORATE SEAL]
-3-