EXHIBIT 10.14.2
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "First Amendment") is
made and entered into this 8th day of May, 1998 by and between Cousins LORET
Venture, L.L.C. ("Landlord") and Impac Hotel Group, L.L.C. ("Tenant").
WITNESSETH:
WHEREAS, CSB-Georgia Limited Partnership (predecessor-in-interest to
Landlord) and Tenant have entered into that certain Lease Agreement (the
"Lease") dated April 7, 1997, the purpose of which was to lease and rent
approximately 21,817 square feet of net rentable area (the "Initial Premises)
on floor 7 of the building known as Two Live Oak Center (the "Building"); and
WHEREAS, Landlord and Tenant desire to amend the Lease in order to
increase the size of the premises leased thereunder, and for the other purposes
set forth herein;
NOW THEREFORE, for and in consideration of the premises, the mutual
covenants contained herein, Ten Dollars ($10.00) in hand paid and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged by Landlord and Tenant, Landlord and Tenant do hereby
covenant and agree as follows:
1. Addition to Leased Premises.
(a) The "Leased Premises", as that term is defined in the
Lease, shall include, from and after the date hereof, an additional
approximately 7,597 square feet of net rentable area on floor 3 of the Building
as generally depicted on EXHIBIT "A" attached hereto and incorporated herein
(the "Expansion Space"), such that the Leased Premises shall contain
approximately 29,414 square feet of net rentable area.
(b) The "Commencement Date" with respect to the Expansion
Space shall be the earlier of (i) July 1, 1998, or (ii) the "Completion Date"
with respect to the Expansion Space (said earlier date being referred to herein
as the "Expansion Space Commencement Date").
(c) The Net Rental and Additional Rental due and payable
with respect to the Expansion Space shall be, on a per rentable square foot
basis, the same as the Net Rental and Additional Rental due with respect to the
Initial Premises. Concurrently with its execution of this First Amendment Tenant
shall pay Landlord $14,244.38 representing a portion of the first month's Net
Rental and estimated Additional Rental for the Expansion Space (Tenant
acknowledging that the Net Rental rate increase from $14.57 per square foot of
net rentable area to $15.01 per square foot of net rentable area on July 7,
1998). No portion of said amount shall be
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refunded to Tenant should Tenant terminate this First Amendment pursuant to
Paragraph 3 below.
(d) Provided Tenant does not terminate this First
Amendment pursuant to Paragraph 3 below, Landlord shall provide an allowance to
offset the cost for the design, construction and installation of the tenant
fit-up and finish work (including telecommunications systems) in the Expansion
Space of Twenty-Five and No/100 Dollars ($25.00) per square foot of net rentable
area within the Expansion Space (the "Expansion Allowance"). To the extend the
costs to design and complete the tenant fit-up and finish work in the Expansion
Space are less than the Expansion Allowance, the Landlord shall retain the
difference. To the extent the costs to design and complete the tenant fit-up and
finish work in the Expansion Space are greater than the Expansion Allowance,
then, at Tenant's written request, Landlord shall provide an additional
allowance (the "Additional Expansion Allowance") equal to the amount of such
excess, subject to a maximum Additional Expansion Allowance of One Dollar and
50/100 ($1.50) per rentable square foot within the Expansion Space. In the event
Landlord provides the Additional Expansion Allowance, Net Rental shall be
increased by an amount equal to the Additional Expansion Allowance (on a per net
rentable square foot basis) amortized over the remaining Term at an eleven
percent (11%) interest rate. The Expansion Allowance (and, if applicable, the
Additional Expansion Allowance) shall be paid to Tenant, based on paid invoices,
upon Tenant acknowledging, in writing, that its right to terminate this First
Amendment has expired (or, if such right has not then expired, Tenant waiving
said right in writing), occupying the Expansion Space and commencing the conduct
of its business therefrom, provided that Tenant is not in default under any
terms and covenants of the Lease. To the extent the costs to design and complete
the tenant fit-up and finish work in the Expansion Space are greater than the
Expansion Allowance and the Additional Expansion Allowance, then the amount of
such excess shall be paid by Tenant. In no event shall any Expansion Allowance
or Additional Expansion Allowance be due or payable if Tenant terminates this
First Amendment pursuant to Paragraph 3 below.
(e) The tenant improvements within the Expansion Space
shall be constructed in accordance with EXHIBIT "D" to the Lease, except that
Section I and the first three paragraphs of Section II of said EXHIBIT "D"
shall be replaced with the following:
"I. SCHEDULE OF CRITICAL DATES
The following is a schedule of certain critical dates relating
to Landlord's and Tenant's respective obligations with respect to
construction of the leasehold improvements for the Expansion Space.
These dates, the specific references (e.g. the "Tenant Construction
Documents Delivery Date") and the respective obligations of Landlord
and Tenant are more fully described in Section II below.
All references to days mean calendar days, not working or
business days.
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Due Date Responsible Party Reference
-------- ----------------- ---------
May 15, 1998 Tenant "Space Plan
Delivery Date"
Within 7 days after Landlord "Space Plan Final
Space Plan Delivery Date Approval Date"
Within 21 days after Space Plan Tenant "Tenant Construction
Final Approval Date Documents Delivery Date"
Within 7 days after Tenant Landlord "Tenant Construction
submits Tenant Construction Documents Review Date"
Documents
Within 7 days after Tenant Tenant "Tenant Construction
receives Landlord's written Documents Resubmittal Date"
comments on Tenant Construction
Documents
II. LANDLORD AND TENANT PRE-CONSTRUCTION OBLIGATIONS
1. Tenant shall inform Landlord of the architect and
engineer which Tenant proposes to employ to prepare the Space Plan and
the Tenant Construction Documents, and Landlord shall have the right to
approve the proposed architect and engineer, which approval shall not
be unreasonably withheld, delayed or conditioned.
2. Tenant shall cause to be furnished to Landlord on or
before the Space Plan Delivery Date an architectural space plan (the
"Space Plan").
3. On or before the Space Plan Final Approval Date,
Landlord will advise Tenant in writing of any required changes to the
Space Plan. If Landlord requests revisions to the Space Plan, then
Tenant will revise the Space Plan in accordance with Landlord's
request."
(f) Tenant acknowledges and agrees that Tenant has no
further expansion rights under the Lease including, without limitation, under
EXHIBIT "I" to the Lease.
2. Building Monument Sign. Tenant shall have the nonexclusive
right, at Tenant's sole cost and expense, to place Tenant's graphics identifying
the name of Tenant on the building monument sign located in front of the
Building along Lenox Road. The size, type, location, material, design and color
of Tenant's graphics for such sign and the method of attachment
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thereto shall be subject to the prior written approval of Landlord, which
approval shall not be unreasonably withheld or delayed (Landlord agreeing that
the size of Tenant's graphics shall be similar to the size of the graphics of
the majority of other parties whose names are on the monument sign from time to
time). All costs and expenses relating to the design, preparation, installation
and removal of Tenant's identification on the monument sign shall be borne by
Tenant.
3. Termination Right. (a) If Tenant has not completed/closed its
merger with Servico Inc. by August 31, 1998, then Tenant shall have the right to
terminate this First Amendment by providing Landlord with notice of Tenant's
election to terminate the First Amendment on or before September 7, 1998, and by
the payment to Landlord of $28,488.75 (the "Release Payment"). The Release
Payment shall be due and payable concurrently with the giving of said notice. In
the event Tenant so terminates this First Amendment, no commissions or fees
shall be due or payable to "Broker" (as defined below) in connection with this
First Amendment.
4. Brokerage Disclosure. Tenant warrants and represents to
Landlord that there are no brokers' fees, real estate commissions, or similar
fees due to any broker, agent or other party in connection with the negotiation
or execution of this First Amendment on behalf of Tenant other than Richard
Bowers & Co. ("Broker"). Landlord shall pay Broker a commission pursuant to a
separate agreement. Tenant hereby agrees to indemnify and hold Landlord harmless
from and against any and all costs, expenses, liabilities, causes of action,
claims or suits by any other party other than those Broker for compensation,
commissions, fees or other sums claimed to be due or owing as a result of any
relationship with the Tenant in connection with the execution of this document.
5. Capitalized Terms. Except as otherwise provided herein,
capitalized terms used herein shall have the meanings given them in the Lease.
6. No Other Modifications. Except as modified by this First
Amendment, the Lease remains unmodified and of full force and effect.
7. Georgia Law. This First Amendment shall be construed and
interpreted under and pursuant to the laws of the State of Georgia.
8. Binding Nature. This First Amendment shall be binding upon and
inure to the benefit of Landlord, Tenant and their respective legal
representatives, transfers, successors and assigns.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this First
Amendment to be executed under seal and delivered as of the day and year first
above written.
LANDLORD
Cousins LORET Venture, L.L.C., a Georgia
limited liability company
By: Cousins Properties Incorporated, a
Georgia corporation, Member
By: /s/ Jack A. LaHue
------------------------------------------
Name: Jack A. LaHue
Title: Sr. Vice President
(CORPORATE SEAL)
By: LORET Holdings, L.L.L.P., a Georgia
limited liability limited partnership,
Member
By: Peachtree Investors Limited
Partnership, a Pennsylvania limited
partnership
By: /s/ Douglas M. Firstenberg
------------------------------------------
Name: Douglas M. Firstenberg,
general partner
TENANT
Impac Hotel Group, L.L.C.
By: /s/ Robert S. Cole
------------------------------------------
Its: President
ATTEST: /s/ [ILLEGIBLE]
-------------------------------------
Its: Executive Secretary
(CORPORATE SEAL)
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EXHIBIT "A"
EXPANSION SPACE
[Architectural Design of Floor Space]
APPROXIMATELY
6,594 USABLE SQUARE FEET
7,597 RENTABLE SQUARE FEET
Third Floor Plan
TWO LIVE OAK CENTER
ATLANTA, GEORGIA
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