FIRST AMENDMENT TO LEASE
This FIRST AMENDMENT TO LEASE entered into this 8th day of August 1996,
(hereinafter referred to as the "Amendment") by and between SPACE CENTER DALLAS,
INC., ("Landlord") and OPTEL, INC., ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a Lease Agreement (the "Lease
Agreement") dated July 25, 1995, whereby Landlord leased to Tenant a total of
34,102 rentable square feet of space identified as the entire ninth and tenth
floors located at 1111 West Mockingbird Lane, Dallas, Texas 75247.
NOW THEREFORE, in consideration of mutual covenants herein contained,
Landlord and Tenant hereby agree that the Lease is hereby amended in accordance
with the following:
1. EXPANSION SPACE
The rentable area of the Premises will be increased by 10,711 rentable square
feet (the "Phase I Expansion Space") effective on the date of Substantial
Completion (defined below) of the Work (defined below) to be performed with
respect to the Phase I Expansion Space, and again by 3,614 rentable square feet
(the "Phase II Expansion Space") effective on the date of Substantial Completion
of the Work to be performed with respect to the Phase II Expansion Space. The
Phase I Expansion Space and the Phase II Expansion Space are each shown on the
Exhibit A attached hereto. "Substantial Completion" shall be the date that
Landlord has substantially completed the Work in conformity with the plans and
specifications approved by Landlord and Tenant (except for normal punch list
items) or the date that Landlord would have completed the Work but for Tenant
Delays (as defined in the Lease Agreement), as certified by the architect that
prepared the plans and specifications, and a certificate of occupancy, temporary
or permanent, or its equivalent, has been secured or would have been secured but
for any Tenant Delays. The "Work" shall mean the demolition, asbestos abatement
and improvements to be performed with respect to the applicable Expansion Space
as described in Paragraph 3 below. Subject to Tenant Delays and any delays
caused by Force Majeure (as defined in the Lease Agreement), Landlord agrees to
Substantially Complete the Work for the Phase I Expansion Space by November 1,
1996 and to Substantially Complete the Work for the Phase II Expansion Space by
April 1, 1998.
2. TERM OF LEASE
The lease for the Phase I Expansion Space shall commence on or about November
1, 1996. The lease for the Phase II Expansion Space shall commence on or about
April 1, 1998. The lease expiration date for both the Phase I and the Phase II
Expansion Spaces shall be coterminous with Tenant's Lease on the ninth and tenth
floors of the Building which is November 30, 2005.
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3. TENANT IMPROVEMENT ALLOWANCE
Landlord shall, at Landlord's sole expense, demolish the existing
improvements and abate the asbestos containing material in both Phase I and
Phase II Expansion Spaces.
Landlord shall provide Tenant a Tenant Improvement Allowance of $160,665.00
for the Phase I Expansion Space and $54,210.00 for the Phase II Expansion Space.
Both Allowances are inclusive of remodeling taxes and shall apply toward the
cost of architectural, engineering and other work undertaken by Tenant in
Article II of the Lease Agreement.
4. BASE RENT
The Base Rent for the Phase I and Phase II Expansion Space shall be as
follows:
ANNUAL
RENTAL
RATE PER TOTAL MONTHLY
RENTABLE RENTABLE BASE
PERIOD SQ FT. SQ FT RENT
------- ---------- ---------- ---------
* 11/01/1996 to 11/30/2005 $13.25 10,711 $11,826.73
* 04/01/1998 to 11/30/2005 $13.25 14,325 $15,817.19
* The commencement dates set forth above are estimated dates, the actual date
for the commencement of Base Rent shall be as set forth in Paragraph 1 above.
5. TENANT'S PRO RATA SHARE
Tenant's total Pro Rata Share of the Building shall increase to 17.98 percent
on November 1, 1996 and shall increase again to a total of 19.43 percent
beginning on March 1, 1998 for the duration of the Lease Term.
6. SECURITY DEPOSIT
Tenant shall provide to Landlord upon the execution of this Amendment, an
additional Security Deposit of $15,817.19.
7. LANDLORD SERVICES
Landlord shall furnish heat and air conditioning to the Phase I and Phase II
Expansion Spaces on Monday through Friday, from 8:00 a.m. - 7:00 p.m., and on
Saturday from 8:00 a.m. - 1:00 p.m., holidays excepted.
Tenant may, at Tenant's expense, modify Tenant's own separate air
conditioning system or install additional air conditioning equipment to serve
the Phase I and Phase II Expansion Spaces. The installation of this equipment
shall be subject to Landlord's approval. Tenant shall pay all
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costs to operate and maintain this additional air conditioning equipment.
8. RIGHT OF REFUSAL OPTION
Tenant shall have a First Right of Refusal Option to lease the following
space in the Building ("First Right of Refusal Option Spaces") as shown on
Exhibit B:
o Suite 1111 containing approximately 2,811 rentable square feet.
o The entire twelfth floor containing approximately 17,051 rentable square feet.
o Suite 801/805 containing approximately 1,387 rentable square feet.
o Suite 810 containing approximately 729 rentable square feet.
o Suite 820 containing approximately 3,203 rentable square feet.
o Suite 822 containing approximately 314 rentable square feet.
o Suite 830/844/846 containing approximately 3,045 rentable square feet.
o Suite 850/875 containing approximately 5,612 rentable square feet.
Tenant shall have a Second Right of Refusal Option to lease the following
spaces in the Building ("Second Right of Refusal Option Spaces") as shown on
Exhibit C:
o Suite 812 containing approximately 917 rentable square feet.
o Suite 815 containing approximately 1,097 rentable square feet.
o Suite 320/340/350/380/385 containing approximately 10,120 rentable square
feet.
Tenant shall have a Third Right of Refusal Option to lease the following
spaces in the Building ("Third Right of Refusal Option Spaces") as shown on
Exhibit D:
o Suite 300 containing approximately 2,822 rentable square feet.
o Suite 310 containing approximately 3,630 rentable square feet.
Tenant may, within five (5) business days after written notice of the
availability of the Right of Refusal Option Spaces, exercise its right of
refusal to lease said space on the same lease terms under which Landlord offers
the Right of Refusal Spaces to the proposed tenant (except as provided in
Paragraph 9 below with respect to Suite 1111).
9. TENANT'S EXPANSION INTO SUITE 1111
In the event Tenant additionally leases Suite 1111 (containing 2,811
rentable square feet and identified in Exhibit B) from Landlord on a direct
lease basis, either as a result of the Tenant's Right of Refusal Option or by
Tenant's direct negotiations with the current tenant in Suite 1111 for them to
vacate, then the Base Rental Rate of $13.25 per rentable square foot, the Tenant
Improvement Allowance of $15.00 per rentable square foot and the other lease
terms set forth in this First Amendment to Lease shall also apply to Suite 1111.
Landlord shall, at Landlord's sole expense, demolish the then existing
improvements and abate the asbestos containing material located in Suite 1111
prior to Tenant's occupancy. At such time as Tenant leases Suite 1111, Landlord
and Tenant shall amend the Lease Agreement to reflect this additional space.
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10. RELOCATION
Consistent with Paragraph 6 of Exhibit D to the Lease Agreement, Landlord may
not cause Tenant to relocate from the Phase I Expansion Space or the Phase II
Expansion Space.
11. ASBESTOS CONTAINING MATERIALS
Tenant acknowledges the presence of asbestos containing material (ACM) in the
Building and specifically acknowledges that it shall refer all contractors,
contractors' representatives and installation technicians rendering any service
on or to the Premises for Tenant to Landlord for Landlord's approval and
supervision before performance of any contractual service. This provision shall
apply to all work performed in the Building, including installation of
telephones, telegraph equipment, electrical devices and attachments and
installations of any nature affecting floors, walls, woodwork, trim, windows,
ceilings, equipment or any other physical portion of the Building. If Landlord
approves the contractual service contemplated by Tenant, such approval shall
neither make Landlord or the Building Owner a party to any contractual service
agreement nor make landlord or Building Owner liable for any claims or causes of
action of whatsoever nature arising from the performance of the contractual
service.
Except as hereby modified or amended, all other terms, covenants and conditions
of the Lease Agreement are hereby ratified and confirmed and shall remain
unmodified and in full force and effect.
LANDLORD: TENANT:
- ---------- ---------
SPACE CENTER DALLAS, INC. OPTEL,
By: /s/ Paul Knapp By: /s/ Rory Cole
------------------------- -------------------------
By: Paul Knapp By: /s/ Rory O. Cole
-------------------------
Its: Vice President Its: Chief Operating Officer
Date: August 5, 1996 Date: July 19, 1996
EXHIBIT B
First Right of Refusal Option Space
[Diagram of 11th Floor Plan at 1111 W. Mockingbird]
EXHIBIT B
First Right of Refusal Option Space
[Diagram of 8th Floor Plan at 1111 W. Mockingbird]
EXHIBIT B
First Right of Refusal Option Space
[Diagram of 12th Floor plan at 1111 W. Mockingbird]
EXHIBIT C
Second Right of Refusal Option Space
[Diagram of 8th Floor Plan at 1111 W. Mockingbird]
EXHIBIT C
Second Right of Refusal Space
[Diagram of 3rd Floor plan at 1111 W. Mockingbird]
EXHIBIT D
Third Right of Refusal Space
[Diagram of 3rd Floor Plan at 1111 W. Mockingbird]
EXHIBIT A
EXPANSION SPACE
[Diagram of 11th Floor plan at 1111 W. Mockingbird -- Phase I and Phase II
Expansion Space]