EXHIBIT 10.65
FIRST AMENDMENT OF LEASE
This FIRST AMENDMENT OF LEASE (this "Amendment") is entered into this
19th day of April, 2002, by and between GALLERIA 600, LLC ("Landlord") and
PRG-SCHULTZ INTERNATIONAL, INC. ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant have previously entered into that certain
Galleria Atlanta Office Lease Agreement dated February 18, 2002 (the "Lease")
with respect to space in Atlanta Galleria Office Tower No. 600, a multistory
office building located at 600 Galleria Parkway, Atlanta, Georgia 30339 (the
"Building"), such space (the "Premises") originally being identified as 107,016
rentable square feet of space on floors 1, 2, 3, 4 and 5 of the Building;
WHEREAS, Tenant has elected to exercise Tenant's right to add the
entire 6th floor of the Building to the Premises in accordance with the
provisions preceding Paragraph 1 of the Lease; and
WHEREAS, Landlord and Tenant desire to amend the Lease to reflect the
addition of the 6th floor of the Building to the Premises.
NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00)
and the mutual covenants hereinafter set forth, Landlord and Tenant agree as
follows:
1. All capitalized terms not otherwise defined herein shall have
the respective meanings ascribed to them in the Lease.
2. The Lease is hereby amended by deleting the indented
paragraph entitled "Premises:" set forth on page 1 of the Lease in its
entirety, and by inserting in lieu thereof the following new paragraph:
"Premises: Atlanta Galleria-Office Tower No. 600
600 Galleria Parkway
Atlanta, Cobb County, Georgia
Square Feet: 131,653
Suite Numbers: 100, 200, 300, 400, 500 and 600
Floor(s): 1st (8,565 square feet)
2nd (24,540 square feet)
3rd (24,637 square feet)
4th (24,637 square feet)
5th (24,637 square feet)
6th (24,637 square feet)"
3. The Lease is hereby amended by deleting the second sentence
(including the rent chart) of paragraph 2(a) of the Lease in its entirety, and
by inserting in lieu thereof the following new sentence:
"The annual and monthly rental shall be as follows, based
upon the Premises containing 131,653 square feet of area
(and subject to adjustment to reflect the actual number
of square feet of area leased if the Premises do not
contain 131,653 square feet due to Tenant's election to
increase the size of the Premises pursuant to provisions
preceding Paragraph 1 of this Lease):
<Table>
<Caption>
Rate per Monthly
Lease Rentable Annual Installment
Year Square Foot Rental of Rent
------ ----------- ------------- -----------
One $10.00 $1,316,530.00 $109,710.83
Two $12.00 $1,579,836.00 $131,653.00
Three $26.50 $3,488,804.50 $290,733.71
Four $27.16 $3,575,695.48 $297,974,62
Five $27.85 $3,666,536.05 $305,544.67
Six $28.55 $3,758,693.15 $313,224.43
Seven $29.26 $3,852,166.78 $321,013.90
Eight $29.99 $3,948,273.47 $329,022.79
Nine $30.74 $4,047,013.22 $337,251.10
Ten $31.51 $4,148,386.03 $345,698.84
Eleven $32.30 $4,252,391.90 $354,365.99
Twelve $33.11 $4,359,030.83 $363,252.57"
</Table>
4. The Lease is hereby amended by deleting from Paragraph 2(c)(ii) of
the Lease the number "107,016," and by inserting in lieu thereof the number
"131,653."
5. The Lease is hereby amended by deleting the second page of Exhibit
"D" to the Lease in its entirety, and by inserting in lieu thereof the new
second page of Exhibit "D" to the Lease attached hereto as Item 1 and made a
part hereof.
6. The Lease is hereby amended by deleting the number "six (6)" from
Paragraph 8 of Exhibit "E" to the Lease, and by inserting in lieu thereof the
number "eight (8)."
7. The Lease is hereby amended by deleting the number "ten (10)" from
Paragraph 11 of Exhibit "E" to the Lease, and by inserting in lieu thereof the
number "twelve (12)."
8. The additional unpaid portion of the First Month's Rent in the
amount of Twenty Thousand Five Hundred Thirty and 83/100 ($20,530.83),
representing the difference between the amended First Month's Rent
($109,710.83) less the First Month's Rent previously paid by Tenant
($89,180.00), is due and payable upon execution of this Amendment by both
Tenant and Landlord.
9. Landlord and Tenant acknowledge and agree that the increase in the
size of the Premises reflected herein results from the exercise by Tenant of
Tenant's rights under the provisions preceding Paragraph 1 of the Lease. Tenant
shall have the continuing right to further increase the size of the Premises
pursuant to provisions, but Tenant shall have no right to decrease the
size of the Premises pursuant to such provisions.
10. The Lease, as amended by this Amendment, is hereby ratified and
confirmed, and each and every provision, covenant, condition, obligation, right
and power contained in and under, or existing in connection with the Lease, as
amended by this Amendment, shall continue in full force and effect. This
Amendment is not intended to, and shall not be construed to, effect a novation,
and, except as expressly provided in this Amendment, the Lease has not been
modified, amended, canceled, terminated, surrendered, superseded or otherwise
rendered of no force and effect. The Lease, as amended by this Amendment, is
enforceable against the parties hereto in accordance with its terms.
11. This Amendment shall bind and inure to the benefit of the parties
and their respective legal representatives, successors and assigns.
12. This Amendment may be executed in a number of identical
counterparts, each of which for all purposes shall be deemed to be an
original, and the Lease, as amended by this Amendment, shall collectively
constitute but one agreement, fully binding upon, and enforceable against the
parties hereto. The Lease and this Amendment shall be construed together as a
single instrument.
IN WITNESS WHEREOF, the parties hereto have hereinto set their hands
and seals the day and year first above written.
LANDLORD: GALLERIA 600, LLC
By: OTR, an Ohio general partnership, its
manager
By: /s/ Matthew J. Vulanich
-----------------------------------------------
Name: Matthew J. Vulanich
Title: Assistant Director, Portfolio Management
TENANT: PRG-SCHULTZ INTERNATIONAL, INC.
By: /s/ Donald E. Ellis, Jr.
-----------------------------------------------
Name: Donald E. Ellis, Jr.
Title: Exec. VP & CFO
Attest: /s/ Carolyn S. Cook
-------------------------------------------
Name: Carolyn S. Cook
Title: Exec. Asst.
(CORPORATE SEAL)
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