EIGHTH AMENDMENT TO OFFICE LEASE
This EIGHTH AMENDMENT TO OFFICE LEASE ("Eighth
Amendment") is made and entered into effective as of the
17th day of March, 2000 ("Effective Date"), by and between
STEVENS CREEK ASSOCIATES, a California general partnership
d/b/a/ TrizecHahn Plaza of the Americas Management
("Landlord"), and AMRESCO, INC., a Delaware corporation
("Tenant").
WITNESSETH:
WHEREAS, K-P Plaza Limited Partnership, a Texas Limited
partnership ("Original Landlord"), and Tenant entered into
that certain Office Lease (the "Original Lease") dated
February 9, 1996, whereby Original Landlord agreed to lease
to Tenant, and Tenant agreed to lease from Original
Landlord, those certain premises (the "Premises") consisting
of approximately 125,279 rentable square feet located on the
entire 17th 22nd, 23rd, 24th and 25th floors and a portion
of the 16th floor of that certain office building (the
"North Tower") located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ of
Dallas, Dallas County, Texas, within the development known
as the Plaza of the Americas (the "Development"); and
WHEREAS, Original Landlord and Tenant entered into that
certain First Amendment to Office Lease dated July 17, 1996
("First Amendment"), whereby Tenant leased an additional
5,327 rentable square feet located on the 16th floor of the
North Tower, all as set forth in the First Amendment; and
WHEREAS, Original Landlord and Tenant entered into
that certain Second Amendment to Lease Agreement dated May
27, 1997 ("Second Amendment"), whereby Tenant leased an
additional 3,858 rentable square feet located on the 16th
floor of the North Tower on a temporary basis until December
31, 1997 ("First Temporary Premises"), all as set forth in
the Second Amendment; and
WHEREAS, Original Landlord and Tenant entered into that
certain Third Amendment to Lease Agreement dated September
22, 1997 ("Third Amendment"), whereby Tenant leased an
additional 3,128 rentable square feet located on the 16th
floor of the of the North Tower on a temporary basis until
March 21, 1998 ("Second Temporary Premises"), all as set
forth in the Third Amendment; and
WHEREAS, KAB Plaza Partners, L.P., a Texas limited
partnership ("First Successor Landlord") succeeded to the
interest of Original Landlord and assumed all of Original
Landlord's rights and obligations under the Lease; and
WHEREAS, First Successor Landlord and Tenant entered
into that certain Fourth Amendment to Lease Agreement dated
January 6, 1998 ("Fourth Amendment"), whereby Tenant leased
an additional 32,139 rentable square feet, some of which
space included the First Temporary Premises and the Second
Temporary Premises, on the 16th and 19th floors of the North
Tower, so that the Premises thereafter totaled 162,745
rentable square feet; and
WHEREAS, First Successor Landlord and Tenant entered
into that certain Fifth Amendment to Lease Agreement dated
March 25, 1998 ("Fifth Amendment"), whereby Tenant leased an
additional 34,856 rentable square feet on the 4th and 18th
floors of the North Tower, commonly identified as Suite 400
and Suite 1850, respectively, so that the Premises
thereafter totaled 197,601 rentable square feet; and
WHEREAS, First Successor Landlord and Tenant entered
into that certain Lease Expansion and Sixth Amendment to
Lease Agreement dated July 6, 1998 ("Sixth Amendment"),
whereby Tenant leased an additional 1,486 rentable square
feet on the 21st floor of the North Tower commonly
identified as Suite 2145, so that the Premises thereafter
totaled 199,087 rentable square feet; and
WHEREAS, Landlord succeeded to the interest of First
Successor Landlord and assumed all of First Successor
Landlord's rights and obligations under the Lease; and
WHEREAS, Landlord and Tenant entered into that certain
Seventh Amendment to Office Lease dated June 7, 1999
("Seventh Amendment"), whereby Tenant leased an additional
1,455 rentable square feet on the 21st floor of the North
Tower commonly identified as Suite 2120 on a temporary basis
until February 29, 2000 ("Third Temporary Premises"), so
that the Premises thereafter totaled 200,542 rentable square
feet (such Original Lease, as amended by the First, Second,
Third, Fourth, Fifth, Sixth and Seventh Amendments, is
hereafter referred to as the "Lease"); and
WHEREAS, Landlord and Tenant terminated the Lease with
respect to the Third Temporary Premises pursuant to the
terms of that certain Lease Termination Agreement dated
September 15, 1999 ("Termination Agreement.'); and
WHEREAS, subsequent to the Termination Agreement,
the Premises totaled 199,087 rentable square feet; and
WHEREAS, Landlord and Tenant now desire to amend the Lease
further to, among other things reduce the Premises by 97,346
rentable square feet, so that from and after the Effective
Date of the Eighth Amendment, the Premises shall total
101,741 rentable square feet.
NOW, THEREFORE, for and in consideration of the
foregoing premises and the mutual covenants and agreements
set forth hereinbelow, together with other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed by each of the parties
hereto, the undersigned Landlord and Tenant do hereby
covenant and agree as follows:
1. Recitals: All of the recitals set forth above are fully
incorporated into this Eighth Amendment.
2. Partial Termination of Lease: Landlord and Tenant
hereby acknowledge that Tenant has requested, and upon the
terms and conditions set forth herein, Landlord has
consented to, Tenant's surrender of that certain space
consisting of the entire 17th, 22nd, 23rd, and 24th floors
and a portion of the 21st floor of the North Tower (the
"Surrendered Space"), commonly known as Suites 1700, 2145,
2200, 2300 and 2400 of the Premises. The Surrendered Space
totals 97,346 rentable square feet and is depicted and shown
on Exhibit "A" attached hereto and made a part hereof for
all purposes. As a result of the foregoing surrender of the
Surrendered Space by Tenant to Landlord, Landlord and Tenant
hereby agree that the Lease is hereby terminated with
respect to the Surrendered Space as of the Effective Date of
this Eighth Amendment. Notwithstanding Section 21 of the
Lease, in connection with such termination only, Tenant
shall be permitted to return the Surrendered Space (and only
the Surrendered Space) to Landlord on the Effective Date in
its "AS IS" condition, including the furniture; provided,
however, that Tenant shall otherwise surrender the Premises
in accordance with Section 21 of the Lease. Except for those
provisions which specifically survive termination of the
Lease, the Lease shall be of no further force or effect with
respect to the Surrendered Space as of the Effective Date.
3. Premises. As a result of the termination of this Lease
with respect to Surrendered Space as provided in Section 2
above, from and after the Effective Date of this Eighth
Amendment, the Premises as described in the Basic Office
Lease Information incorporated into the Lease shall total
101,741 rentable square feet located on the 4th, 16th, 18th,
19th and 25th floors of the North Tower commonly known as
Suites 400, 1600, 1850, 1900 and 2500, all as depicted and
shown on Exhibit "B" attached hereto and made a part hereof
for all purposes.
4. Term. The Term of the Lease remains unchanged by this
Eighth Amendment. In that regard, the Term of the Lease with
respect to the remainder of the Premises shall terminate on
October 31, 2006.
5. Basic Rental. From and after the Effective Date of this
Eighth Amendment, Tenant shall pay Landlord the Basic Rental
for the remaining Premises in accordance with the Basic
Rental Schedule set forth on Exhibit "C" attached hereto and
made a part hereof for all purposes. The Basic Rental
Schedule set forth on Exhibit "C" is intended to replace all
other provisions of the Lease relating to the amount of
Basic Rental to be paid in connection with the Lease.
6. Tenant's Proportionate Share. Landlord and Tenant
stipulate and agree that for all purposes under the Lease,
from and after the Effective Date of this Eighth Amendment,
Tenant's Proportionate Share shall be 9.731% (0.09731),
obtained by dividing (a) 101,741 rentable square feet in the
Premises by (b) 1,045,551 rentable square feet in the
Development. The foregoing numbers of rentable square feet
are stipulations and establish a material part of the
economic basis for the execution of this Eighth Amendment by
Landlord and shall not be adjusted unless the rentable area
of the Premises is increased or decreased by addition or
deletion of rentable area within the Development in
appropriate amendment to the Lease as executed.
7. Parking. Notwithstanding anything to the contrary set
forth in the Lease, Tenant shall be permitted (but not
obligated) to use up to, but not exceeding, one (1)
vehicular parking space in the parking garage associated
with the Building (the "Parking Garage") for each 1,500
rentable square feet in the Premises during the Term and
subject to such rates, terms, conditions and regulations as
are from time to time charged or applicable to patrons of
the Parking Garage. However, Landlord agrees to charge
Tenant an initial rate of $65.00 per undesignated vehicular
parking space per month or $150.00 per designated vehicular
parking space per month until October 31, 2001, with annual
increases not to exceed 10% per year after such date. In
addition, Tenant's employees shall have the right to use, at
no expense to Tenant, any available undesignated vehicular
parking spaces in the Parking Garage at any time after 6:00
p.m. until 7:00 a.m. business days and all day Saturday and
Sunday. Up to ten (10) of Tenant's vehicular parking spaces
provided for hereunder may be "designated" spaces reflected
as spaces 4-13 on the lower ramp of level 4 as provided
under Exhibit "G" of the Lease, with the remainder of such
vehicular parking spaces being "undesignated" spaces.
It is specifically intended that this Section
7 of this Eighth Amendment replace in all respects
Exhibit G to the Lease and all other provisions of the
Lease (including amendments) relating to Tenant's
rights with respect to parking.
8. Increase or Decrease of Space. That portion of Section
2 of the Lease entitled "Increase or Decrease of Space" is
hereby deleted in its entirety (except for the last three
paragraphs of Section 2, which are not deleted). Except as
otherwise provided in Section 11 of this Eighth Amendment,
Tenant shall have no further rights of expansion,
contraction or termination under the Lease.
9. Expansion Option. Exhibit "K" to the Lease (as amended
by the Fourth Amendment) is hereby deleted in its entirety.
Tenant acknowledges that Tenant shall have no further rights
of expansion under the Lease.
10. Right of Refusal. Exhibits "L" and "M" to the Lease
relating to Tenant's right of first refusal with respect to
the Right of Refusal Space are hereby deleted in their
entirety. Tenant acknowledges that Tenant shall have no
further preferential rights under the Lease.
11. Renewal Options. Exhibit "O" to the Lease relating to
Tenant's renewal options is hereby deleted in its entirety
and replaced with the right set forth on Exhibit "D"
attached hereto and made a part hereof for all purposes.
12. Termination Option. Exhibit "S" to the Lease relating
to Tenant's termination option is hereby deleted in its
entirety and replaced with the right set forth in Exhibit
"E" attached hereto and made a part hereof for all purposes.
13. Lease Buyout Allowance. Tenant acknowledges and agrees
that Landlord's obligation with respect to Exhibit "J" to
the Lease has been satisfied in full. Consequently, Exhibit
"J" is hereby deleted from the Lease in its entirety.
14. Construction Allowance. Tenant hereby waives any
rights or claims that Tenant may have relating to any
construction allowance contained in the Lease including,
without limitation, those allowances contained in the First,
Fourth and Fifth Amendments.
15. Storage Space. The term "Storage Space" as defined in
Exhibit "T" to the Lease is hereby modified and amended to
mean storage space of up to approximately 2,500 rentable
square feet located in the North Tower, in a location to be
mutually agreed upon by Landlord and Tenant.
16. Signage. The second Paragraph of Exhibit "F" to the
Lease relating to Tenant's building facade signage and
monument signage is hereby modified and amended to provide
that (i) Tenant shall no longer have the right to erect
signage or plaques on the granite facade of the North Tower
and (ii) Tenant's monument signage shall be permitted to
exist for a period not to exceed (and shall automatically
terminate upon the expiration of) sixty (60) months from and
after the Commencement Date of the Original Lease. On or
before the expiration of the sixtieth (60th) month from and
after the Commencement Date of the Original Lease, Tenant
shall remove or cause to be removed all exterior signage
identifying Tenant (including, without limitation,) the
monument sign in front of the North Tower. Tenant shall
repair all damage caused by such removal in accordance with
the terms of the Lease and shall restore such areas to the
condition in which they existed immediately prior to the
erection of such signage. In the event Tenant fails to cause
such removal in accordance with the terms of the Lease,
Landlord may, at Tenant's cost and expense, remove any and
all such signage. In the event Tenant's legal name or trade
name applicable to the Premises shall be modified or amended
prior to the expiration of the aforementioned 60-month
period, Tenant's exterior signage rights modified by this
Section 16 shall immediately cease and terminate and Tenant
shall then remove or cause to be removed all such signage in
accordance herewith.
17. Effect of Amendment. Except as specifically amended by
the provisions of this Amendment, the terms and provisions
stated in the Lease shall continue to govern the rights and
obligations of Landlord and Tenant with respect to the
matters that are the subject of the Lease; and all
provisions and covenants of the Lease shall remain in full
force and effect as stated therein, except to the extent as
specifically amended by the provisions of the Amendment. The
terms and conditions of this Amendment shall inure to the
benefit of and be binding upon each of the parties hereto
and their respective successors and assigns.
18. Capitalized Terms. Except as otherwise defined in this
Amendment, all capitalized terms used herein shall have the
meaning given to such terms in the Lease.
19. Counterparts. To facilitate execution of this
Amendment, this Amendment may be executed in one or more
counterparts as may be convenient or required, and an
executed copy of this Amendment delivered by facsimile shall
have the effect of an original, executed instrument. All
counterparts of this Amendment shall collectively constitute
a single instrument, but in making proof of this Amendment,
it shall not be necessary to produce or account for more
than one such counterpart.
IN WITNESS WHEREOF, this Amendment has been executed and
delivered effective as of the date and year first above written.
LANDLORD:
STEVENS CREEK ASSOCIATES,
A California general partnership
By: TrizecHahn Centers Inc.
Its: General Partner
By: //▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
By: //▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
TENANT:
AMRESCO COMMERCIAL FINANCE, INC.
A Nevada corporation
By: //L. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: L. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
AMRESCO, INC.
A Delaware corporation
By: // L. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: L. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
List of Attachments:
Exhibit "A"- Surrendered Space
Exhibit "B"- Depiction of Premises
Exhibit "C"- Basic Rental Schedule
Exhibit "D"- Renewal Option
Exhibit "E"- Termination Option