EXHIBIT 10.27
SECOND AMENDMENT TO LEASE
This Second Amendment to Lease ("Second Amendment") is entered into by and
between Midway Interwood Partners, L.P., a Texas limited partnership
("Landlord") and Administaff Services, L.P., a Delaware limited partnership
("Tenant"), as of the date hereinafter set forth.
WITNESSETH:
WHEREAS, Landlord and Tenant entered into that certain Lease Agreement
executed as of January 20, 2000 (as amended, modified, restated or supplemented,
the "Lease") concerning space leased in the building commonly known as The
Offices at Interwood (the "Building"), and the land upon which the Building is
located, all as more particularly described therein.
WHEREAS, unless otherwise defined herein, all capitalized terms used in
this Second Amendment shall have the meaning thereto as defined in the Lease;
and
WHEREAS, the parties hereto desire to amend the Lease to, among other
things, extend the term of the lease and modify the rent schedule.
NOW, THEREFORE, for and in consideration of the premises, Ten Dollars
($10.00) in hand paid, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree to
amend the Lease as follows:
1. Section 1.1(a) of the Lease is hereby deleted in its entirety and the
following is substituted in place thereof:
"(a) Premises: (i) 40,000 net rentable square feet (37,301 net
usable square feet multiplied times a 1.07236
add-on factor), located on the first floor of the
Building as identified in Exhibit "A" (the "FIRST
FLOOR PREMISES" which is inclusive of 5,362 net
rentable square feet (5,000 net usable square feet
multiplied times a 1.07236 add-on factor, that was
previously referred to as the Daycare Premises);
and (ii) 11,978 net rentable square feet (10,685
net usable square feet multiplied times a 1.1210
add-on factor), located on the second floor of the
Building as identified in Exhibit "A" (the "SECOND
FLOOR PREMISES").
2. Section 1.1(f) of the Lease is hereby deleted in its entirety and the
following is substituted in place thereof:
"(f) Term: Commencing on the September 25, 2000 and expiring
on September 30, 2014."
3. Section 1.1(i) of the Lease is hereby deleted in its entirety and the
following is substituted in place thereof:
"(i) Tenant's Share: The ratio that the total net rentable area of the
Premises bears to the total net rentable area of
the Building."
4. Section 1.1(l) of the Lease is amended by adding the following provision
as follows:
"The base rent up through and including September 30, 2004 shall be the
Base Rent as provided for in the lease. Base rent per net rentable square
foot for the remaining term of the Lease shall be as follows:
1) Base rent per square foot per annum of net rentable
area of the First Floor Premises shall be as follows:
October 1, 2004 - September 30, 2009: $19.12
October 1, 2009 - September 30, 2014: $20.59
2) Base rent per square foot per annum of net rentable
area of the Second Floor Premises shall be as follows:
October 1, 2004 - September 30, 2009: $20.62
October 1, 2009 - September 30, 2014: $22.09"
5. Section 1.1(n) of the Lease is hereby deleted in its entirety and the
following is substituted in place thereof:
"(n) Expense Stop: $5.00 per net rentable square foot of
the First Floor Premises.
$6.50 per net rentable square foot of the
Second Floor Premises."
6. Section 1.1 of the Lease is hereby amended by adding the following
provision as follows:
"(t) Additional
Improvement
Allowance: Landlord shall make available to Tenant with an
additional allowance of Twenty-Thousand Dollars
($20,000.00) to be used by Tenant for improvements
to the Premises, in accordance with Article 9 of
the Lease, prior to the expiration of the Lease
Term. Upon Tenant's election to use any portion of
such allowance, Tenant shall provide to Landlord
documentation regarding the improvements made to
the Premises, stating the itemized costs of such
improvements. Landlord shall have a period of
thirty (30) days from its receipt of Tenant's
documentation to reimburse Tenant. Any unused
portion of the Additional Improvement Allowance
remaining at the end of the Lease Term shall be
the property of the Landlord."
7. Section 5.1, paragraph 1 is hereby deleted in its entirety and the
following is substituted in place thereof:
"Section 5.1 Tenant shall pay to Landlord, on a per square foot basis, as
Additional Rent, for each calendar year or fractional calendar year during
the Term, the amount ("Tenant's Operating Costs Payment"), if any, that
Tenant's Share of Operating Costs exceeds the Expense Stop. Tenant's
Operating Costs Payment shall be calculated and paid as follows:"
8. Section 5.2(a)(iii)(2) is hereby deleted in its entirety.
9. Paragraph 5 of Exhibit "B" to the Lease which was added by the First
Amendment to the Lease is hereby deleted in its entirety.
10. Exhibit "A-1" to the Lease which was added by the First Amendment to the
Lease is hereby deleted in its entirety.
11. Exhibit "A-2" to the Lease which was added by the First Amendment to the
Lease is hereby deleted in its entirety.
12. Landlord hereby acknowledges that Tenant has removed its outdoor
playground equipment from the Outdoor Premises. Landlord hereby releases
Tenant from any further obligation to repair the area of the Outdoor
Premises where Tenant's outdoor playground equipment was removed.
13. Preservation of the Lease. Except as specifically modified by the terms of
this Second Amendment, all of the terms, provisions, covenants,
warranties, and agreements contained in the Lease shall remain in full
force and effect (any irreconcilable conflicts or inconsistencies between
the terms of this Second Amendment and the Lease shall by governed and
controlled by this Second Amendment).
14. Counterparts. This Second Amendment may be executed in two or more
counterparts, and it shall not be necessary that any one of the
counterparts be executed by all of the parties hereto. Each fully or
partially executed counterpart shall be deemed an original, but all such
counterparts taken together shall constitute but one and the same
instrument.
15. Parties in Interest. The terms and provisions of this Second Amendment
shall be binding upon and shall inure to the benefit of the personal
representatives, successors and permitted assigns of the parties.
16. Entire Agreement. This Second Amendment contains the entire understanding
between the parties and any prior understanding and agreements between
them respecting the within subject matter.
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IN WITNESS WHEREOF, Landlord and Tenant have set their hands and seals
hereunto and have caused this Second Amendment to be executed by duly authorized
officers thereof, as of September 30, 2004.
LANDLORD:
MIDWAY INTERWOOD PARTNERS, L.P.
a Texas limited partnership
By: MIDWAY INTERWOOD, INC.
a Texas corporation, its General Partner
By:/s/ E.R. Sanford
------------------------------
Name: E.R. Sanford II
Title: Executive Vice President
TENANT:
APPROVED ADMINISTAFF SERVICES, L.P.
LEGAL______________
/s/ [ILLEGIBLE] By: Administaff of Texas, Inc.
- ------------------- its General Partner
10/20/2004
By:/s/ Douglas S. Sharp
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Douglas S. Sharp
Vice President, Finance,
Chief Financial Officer & Treasurer
Contract No. 2890