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EXHIBIT 10.9
THIRD AMENDMENT TO LEASE AGREEMENT
THIS THIRD AMENDMENT TO LEASE AGREEMENT (the "Third Amendment"), is
made this 24th day of October, 2000, by and between WILDWOOD ASSOCIATES (as
"Landlord") and MANHATTEN ASSOCIATES, INC. (as "Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant did enter into that certain Lease
Agreement (the "Original Lease"), dated as of September 24, 1997, for certain
space more particularly described in the Original Lease (the "Demised
Premises"), in that certain building known as "2300 Windy Ridge Parkway,
Atlanta, Georgia 30339" (the "Building").
WHEREAS, Landlord and Tenant did enter into that certain First
Amendment to Lease (the "First Amendment"), dated as of October 31, 1997.
WHEREAS, Landlord and Tenant did enter into that certain Second
Amendment to Lease (the "Second Amendment"), dated as of February 27, 1998.
WHEREAS, the Original Lease, as modified by the First Amendment and the
Second Amendment, is herein sometimes collectively referred to as the "Lease".
WHEREAS, Landlord and Tenant desire to modify and amend the Lease, in
the manner and under the terms and conditions herein set forth.
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein, and for Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, paid by the parties hereto to one another, the receipt
and sufficiency of which are acknowledged by the parties hereto, the parties
hereto hereby covenant and agree as follows:
1. Defined Terms. Unless otherwise provided in this Third
Amendment, all terms defined in the Lease shall have the same meanings when used
herein as when used in the Lease, and all such defined terms in the Lease are
incorporated herein by reference.
2. Effective Date. The effective date of this Third Amendment
(the "Effective Date") shall be the earlier date to occur of (i) the date Tenant
occupies the "Expansion Premises" (as herein defined) for the purpose of
conducting its business therein, or (ii) January 1, 2001. Notwithstanding that
the Effective Date shall be a later date, this Third Amendment shall be binding
upon Landlord and Tenant upon the due execution and delivery of this Third
Amendment.
3. Expansion Premises. From and after the Effective Date,
Landlord hereby leases and rents to Tenant, and Tenant hereby leases and rents
from Landlord, that certain area, consisting of six thousand five hundred eighty
(6,580) square feet of Rentable Floor Area, on the 6th floor of the Wildwood
2300 building, as more particularly shown on Exhibit "A", attached hereto and by
this reference incorporated herein (the "Expansion Space"). The Expansion Space
is currently available for
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Tenant's occupancy. Tenant shall, as of the Effective Date, have leased 69,876
feet of Rentable Floor Area, in the aggregate, under the Lease as hereby
amended.
4. Lease Term. The lease term for the Expansion Space shall be
for a period beginning on the Effective Date as set forth above and ending,
unless sooner terminated in accordance with the Lease, on December 31, 2002.
5. Base Rental. (a) The Base Rental Rate due from Tenant for the
Expansion Space shall initially be Twenty and 00/100 Dollars ($20.00) per square
foot of Rentable Floor Area per annum, in the Expansion Space, from and after
the Effective Date for the first "Lease Year" (as herein defined). Such amount
shall be due in addition and not in lieu of any other amounts due under the
Lease. Such payments shall be made at the time and in the manner Base Rental is
paid under the Lease.
(b) As used in this Article, the term "Lease Year" shall
mean the twelve month period commencing on the Effective Date, or, if the
Effective Date is not on the first day of a calendar month, commencing on the
first day of the first calendar month following the Effective Date, and each
successive twelve month period thereafter during the Lease Term; provided,
however, that the first Lease Year shall end on December 31, 2001, regardless of
the Effective Date. The term "Subsequent Year" shall mean each Lease Year of the
Lease Term following the first Lease Year. 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 the month during which the Lease was fully executed
by Landlord and Tenant. 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.
(c) On the first day of each Subsequent Year, the Base
Rental Rate shall be increased to an amount equal to the Base Rental Rate for
the first Lease Year ($20.00) as set forth in Article 5(a) of the Original
Lease, plus an amount equal to the 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 the Base Rental Rate for the first Lease Year
($20.00); provided, however, in no event shall the Base Rental Rate for a
Subsequent Year be less than the Base Rental Rate applicable to the Prior Year
and in no event shall the Base Rental Rate for the Subsequent Year be greater
than the following amounts for the Lease Years shown:
Second Lease Year $21.00
(d) 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 and monitors consumer prices.
6. Rent Deposit. Tenant hereby covenants and agrees to pay to
Landlord, as part of leasing the Expansion Space, the amount of $10,966.67, as
additional Rent Deposit under the original Lease. Said amount shall be paid by
Tenant with the due execution and delivery of this Third Amendment by Tenant.
This amount shall be credited against the initial Base Rental due under this
Third Amendment.
7. Additional Rental. Tenant shall not owe Tenant's Additional
Rental to Landlord with respect to the Expansion Space.
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8. As Is. Tenant hereby leases the Expansion Space "as is, where
is", with no obligation on the part of Landlord to do or perform any work
therein or provide any allowance therefor. Any work within the Expansion Space
shall be done in accordance with and subject to the terms of Exhibit "D" to the
Original Lease.
9. Brokerage. COUSINS PROPERTIES INCORPORATED ("CPI") REPRESENTED
LANDLORD IN THIS TRANSACTION. INSIGNIA/ES GORDON ("IES") REPRESENTED TENANT IN
THIS TRANSACTION. CPI AND IES ARE ENTITLED TO A LEASING COMMISSION FROM LANDLORD
BY VIRTUE OF THIS THIRD AMENDMENT, WHICH LEASING COMMISSION SHALL BE PAID BY
LANDLORD TO SAID BROKERS IN ACCORDANCE WITH THE TERMS OF A SEPARATE AGREEMENT
BETWEEN LANDLORD AND BROKERS. Tenant hereby authorizes Broker(s) and Landlord to
identify Tenant as a tenant of the Building and to state the amount of space
leased by Tenant in advertisements and promotional materials relating to the
Building. Tenant represents and warrants to Landlord that (except with respect
to any Broker[s] identified hereinabove) no broker, agent, commission
salesperson, or other person has represented Tenant in the negotiations for and
procurement of this Third Amendment and that (except with respect to any
Broker[s] identified hereinabove) no commissions, fees, or compensation of any
kind are due and payable in connection herewith to any broker, agent, commission
salesperson, or other person as a result of any act or agreement of Tenant.
Tenant agrees to indemnify and hold Landlord harmless from all loss, liability,
damage, claim, judgment, cost or expense (including reasonable attorneys' fees
and court costs) suffered or incurred by Landlord as a result of a breach by
Tenant of the representation and warranty contained in the immediately preceding
sentence or as a result of Tenant's failure to pay commissions, fees, or
compensation due to any broker who represented Tenant, whether or not disclosed,
or that it was obligated to pay pursuant to this Third Amendment, or as a result
of any claim for any fee, commission or similar compensation with respect to
this Lease made by any broker, agent or finder (other than the Broker[s]
identified hereinabove) claiming to have dealt with Tenant, whether or not such
claim is meritorious. Landlord represents and warrants to Tenant that (except
with respect to any Broker[s] identified hereinabove) no broker, agent,
commission salesperson, or other person has represented Landlord in the
negotiations for and procurement of this Third Amendment and that (except with
respect to any Broker[s] identified hereinabove) no commissions, fees, or
compensation of any kind are due and payable in connection herewith to any
broker, agent, commission salesperson, or other person as a result of any act or
agreement of Landlord.
10. Transfers, Successors and Assigns. This Third Amendment shall
inure to the benefit of and shall be binding upon Landlord, Tenant, and their
respective transfers, successors and assigns.
11. Time of Essence. Time is of the essence of this Third
Amendment.
12. Georgia Law. This Third Amendment shall be construed and
interpreted under the laws of the State of Georgia.
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IN WITNESS WHEREOF, the undersigned have caused this Third Amendment to
be executed under seal and delivered, on the day and year first above written.
"Landlord"
Wildwood Associates, a Georgia general partnership
By: Cousins Properties Incorporated, Managing
General Partner
By: /s/ Jack A. LaHue
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Its: Senior Vice President
(CORPORATE SEAL)
"Tenant"
Manhatten Associates, Inc.
By: /s/ Tom W. Williams
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Its: Chief Financial Officer
Attest: /s/ Sallie A. Rosenmarkle
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Its: Paralegal
(CORPORATE SEAL)
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SIXTH FLOOR
[ARCHITECTURAL FLOOR PLAN]
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October 30, 2000
Cousins Properties Incorporated
2500 Windy Ridge Parkway
Suite 1600
Atlanta, GA 30339-5683
RE: Third Amendment to Lease (the "Third Amendment") involving
Wildwood Associates (as "Landlord") and Manhattan Associates,
Inc. (as "Tenant").
To whom it may concern:
This letter is to confirm that the Tenant "Manhatten Associates, Inc."
as listed in the Third Amendment is the same as the Tenant "Manhattan
Associates, Inc.", and that the intent of the parties to the Third Amendment is
that the Tenant named in therein is "Manhattan Associates, Inc.", which is the
same entity which was the party to the original lease between Landlord and
Tenant.
Sincerely,
/s/ Joseph C. Howard
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of Manhattan Associates, Inc.
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