EXHIBIT 10.6.1
FIRST AMENDMENT TO OFFICE LEASE
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W9/WLA REAL ESTATE LIMITED PARTNERSHIP
c/o Legacy Partners Commercial, Inc.
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Date: September 4, 1998
Edutrek International, Inc.
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Re: That certain Office Lease (the "LEASE"), dated June 19, 1998,
between W9/WLA Real Estate Limited Partnership, a Delaware
limited partnership ("LANDLORD"), and Edutrek International,
Inc., a Delaware corporation ("TENANT"), for certain space
(the "PREMISES") located in the building located at ▇▇▇▇▇ ▇▇▇▇
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Ladies and Gentlemen:
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant hereby agree as follows.
1. DEFINED TERMS. Except as explicitly set forth in this First
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Amendment to Office Lease (this "FIRST AMENDMENT"), each initially capitalized
term when used herein shall have the same respective meaning as is set forth in
the Lease.
2. BUILD-OUT; RIGHTS OF OCCUPANCY. In accordance with Section 4.4 of
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the Tenant Work Letter attached to the Lease as Exhibit B (the "TENANT WORK
LETTER"), the Premises will be constructed in three phases with the scheduled
completion dates being October 15, 1998 for Phase I, January 1, 1999 for Phase
II and July 15, 1999 for Phase III, with the space that is the subject of each
such Phase being more particularly described on Exhibit A attached hereto.
Notwithstanding anything contained in the Lease to the contrary, the parties
acknowledge and agree that, except as set forth in this First Amendment, Tenant
shall have no right to occupy the Phase I space prior to October 15, 1998, the
Phase II space prior to January 1, 1999 or the Phase III space prior to June 1,
1999, and, except as set forth in this First Amendment, Landlord shall have sole
possession and control over the space that is the subject of each applicable
Phase until the schedule completion date for such Phase, such rights of
possession and control during such period to include the unrestricted right of
Landlord to lease such space to such third parties under such terms and
conditions as Landlord may desire in its sole discretion, subject only to
Landlord's agreeing (i) to make the space available, subject to the terms of the
Tenant Work Letter, for buildout in accordance with a detailed construction
schedule to be prepared by Tenant that is designed to result in the Tenant
Improvements contemplated for each Phase being completed no later than the
completion date scheduled for such Phase, and (ii) except as otherwise set forth
in this First Amendment, to deliver to Tenant exclusive possession and control
of the Phase I space on October 15, 1998, the Phase II space on January 1, 1999
and the Phase III space on June 1, 1999, in each event subject to the terms of
the Lease. Notwithstanding anything in this Section 2 to the contrary (including
Landlord's right to exclusive possession and control as set forth above), Tenant
hereby acknowledges and agrees that all of the terms and conditions of the Lease
shall remain in full force and effect and shall be applicable in connection with
Tenant's completion of improvements in the Premises. Furthermore, Landlord and
Tenant hereby acknowledge and agree that nothing in this Section 2 shall in any
way delay or otherwise modify the Lease Commencement Date, as set forth in
Section 7.2 of the Lease Summary. In addition to any other indemnity set forth
in the Lease, Tenant agrees to indemnify, protect, defend and hold Landlord
harmless from and against any acts or omissions of Tenants or its contractors,
subcontractors, agents or representatives with respect to the construction
activities undertaken under the Tenant Work Letter.
3. EARLY OCCUPANCY RIGHT.
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3.1 IN GENERAL. Landlord and Tenant hereby acknowledge and
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agree that the Lease Commencement Date shall occur as set forth in Section 7.2
of the Summary; provided, however, that notwithstanding the terms of Section 2,
above, subject to the terms of this Section 3, effective as of the date hereof
(a) the terms of Section 7.2(iii) of the Summary shall not apply with respect to
the portion of the initial Premises located on the first (1st) floor of the
Building (the "FIRST FLOOR SPACE"), and (b) prior to the Lease Commencement
Date, Tenant shall have the right to
occupy the First Floor Space for business operations (and in connection
therewith Landlord shall, subject to the terms of the Lease, deliver exclusive
possession and control thereof to Tenant), provided that (I) a temporary
certificate of occupancy, or its equivalent, shall have been issued by the
appropriate governmental agencies with respect to the First Floor Space, and
(II) all of the terms and conditions of the Lease shall apply, except Tenant's
obligation to pay Base Rent and Direct Expenses and except Landlord's obligation
to provide janitorial services to the First Floor Space (which shall be the
express responsibility of Tenant), as though the Lease Commencement Date had
occurred with respect to the First Floor Space (although the Lease Commencement
Date for the First Floor Space shall not actually occur until the occurrence of
the same with respect to the entire Premises, as set forth in Section 7.2 of the
Summary).
3.2. HVAC FOR FIRST FLOOR SPACE. Landlord supply HVAC to the First
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Floor Space during the "Early Occupancy Term," as that term is defined below,
provided that on or before the first day of each calendar month during the Early
Occupancy Term, Tenant shall pay to Landlord, as Additional Rent, an amount (the
"HVAC RENT") equal to One Thousand Three Hundred Thirty-Two and No/100 Dollars
($1,332.00), provided that Tenant shall pay to Landlord an amount equal to One
Thousand One Hundred Fifty-Four and 40/100 Dollars ($1,154.40) as HVAC Rent for
the month of September, 1998. HVAC Rent shall be payable in the same manner and
subject to the same method of proration and other conditions as are applicable
to Base Rent pursuant to the terms of the Lease. For purposes of this First
Amendment, the "EARLY OCCUPANCY TERM" shall mean the period commencing as of the
date hereof and continuing through and including the date immediately preceding
the Lease Commencement Date.
4. OPERATING EXPENSES Landlord and Tenant hereby acknowledge and agree
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that the terms of Section 4.2.5(F) of the Lease is hereby deleted in its
entirety.
5. CONFLICT. In the event of a conflict between the terms and
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conditions of this First Amendment and the terms and conditions of the Lease,
the terms and conditions of this First Amendment shall control.
6. NO FURTHER MODIFICATION. Except as set forth in this First
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Amendment, all of the terms and provisions of the Lease shall be and remain
unmodified and in full force and effect.
7. BINDING EFFECT. The provisions of this First Amendment shall be
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binding upon and inure to the benefit of the heirs, representatives, successors
and permitted assigns of the parties hereto.
IN WITNESS WHEREOF, Landlord and Tenant have caused this First
Amendment to be executed on the day and date first above written.
"Landlord":
W9/WLA REAL ESTATE LIMITED
PARTNERSHIP,
a Delaware limited partnership
By: Legacy Partners Commercial, Inc., a Texas
corporation, as Manager and Agent for
Landlord
By:
Name: D. ▇▇▇▇▇ ▇▇▇▇▇▇
Its: Senior Vice President
The Foregoing Is Accepted And
Agreed To:
"Tenant":
EDUTREK INTERNATIONAL, INC.,
a Georgia corporation
By:
Its:
By:
Its:
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EXHIBIT A
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