EXHIBIT 10 (br)
EIGHTH AMENDMENT TO LEASE AGREEMENT
THIS EIGHTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is entered
into as of the __th day of January, 2001, by and between THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA, a New Jersey corporation ("Landlord") and
AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS, a Texas corporation
("Tenant").
WHEREAS, pursuant to that certain Office Lease Agreement dated
September 12, 1994, by and between Landlord and Tenant, as amended by that
certain First Amendment to Lease Agreement dated as of October 10, 1994,
that certain Second Amendment to Lease dated as of May 25, 1995, that
certain Third Amendment to Lease Agreement (the "Third Amendment") dated as
of June 12, 1995, that certain Fourth Amendment to Lease Agreement dated as
of August 11, 1995, that certain Fifth Amendment to Lease Agreement dated as
of January 16, 1996, that certain Sixth Amendment to Lease Agreement dated
as of March 2, 1999 and that certain Seventh Amendment to Lease Agreement
dated as of June 7, 2000 (the "Seventh Amendment") (such Office Lease
Agreement, as amended, herein called the "Lease"), Landlord leased to Tenant
certain space (the "Premises") in the building known as The Princeton (the
"Building") more particularly described therein;
WHEREAS, the Premises (excluding the Storage Premises [as defined in
the Third Amendment]) currently consist of 24,945 square feet of rentable
area on the first (1st), second (2nd) and ninth (9th) floors of the
Building;
WHEREAS, Tenant desires to lease from Landlord an additional 625 square
feet of Agreed Rentable Area located on the first (1st) floor of the
Building, and shown as the "First Floor Expansion Space" on Exhibit A
attached hereto (such space, the "First Floor Expansion Space");
WHEREAS, Tenant desires to have a right of first refusal to lease up to
an additional 6,410 square feet of Agreed Rentable Area located on the 1st
floor of the Building, more particularly described as Suites 119 and 127
(collectively, "Right of First Refusal Space");
WHEREAS, subject to the terms and conditions set forth herein, Landlord
has agreed to lease the First Floor Expansion Space to Tenant and give
Tenant a right of first refusal to lease the Right of First Refusal Space;
and
WHEREAS, Landlord and Tenant desire to amend the Lease to reflect their
agreements as to the terms and conditions governing Tenant's lease of the
First Floor Expansion Space and Tenant's right of first refusal to lease the
Right of First Refusal Space.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants between the parties herein contained, Landlord and Tenant hereby
agree as follows:
1. Premises. On February 1, 2001, Landlord shall lease to Tenant and
Tenant shall lease from Landlord the First Floor Expansion Space.
Therefore, effective February 1, 2001, Item 2 of the Basic Lease Provisions
shall be deleted in its entirety and the following shall be substituted in
lieu thereof:
2. Premises:
Suite(s) #: 900, 205, 215, 123 and 125; Floor(s): a portion of the
first, second and ninth floors.
Agreed Rentable Area: 25,570 square feet.
2. Rent. Effective February 1, 2001, the addition to Item 3 of the Basic
Lease Provisions pursuant to the Seventh Amendment shall be amended in its
entirety to read as follows:
Rate Per Square Basic Basic
Rental Foot of Agreed Annual Monthly
Period Rentable Area Rent Rent
------------------ ------------- ----------- ----------
02/1/01 - 11/30/03 $20.00 $511,400.04 $42,616.67
12/1/03 - 11/30/07 $23.50 $600,894.96 $50,074.58
3. Tenant's Pro Rata Percentage. Effective February 1, 2001, Item 4 of
the Basic Lease Provisions shall be amended to read as follows:
Tenant's Pro Rata Share Percentage: 6.8880% (the Agreed Rentable Area
of the Premises divided by the Agreed Rentable Area of the Building,
expressed in a percentage).
4. Parking. Effective February 1, 2001, Paragraphs 1 and 2 of Exhibit F to
the Lease shall be amended in its entirety to read as follows
Parking Spaces. So long as the Lease remains in effect, Tenant shall
rent in and on top of the Garage on (i) a reserved basis, (9) parking
spaces (the "Reserved Spaces") during the term of this Lease, and (ii)
an unreserved and non-exclusive basis one hundred thirty-three (133)
parking spaces (the "Unreserved Spaces").
Parking Rental. The monthly rent for the Reserved Spaces through
November 30, 2007 shall equal $35.00 (inclusive of applicable sales
tax) per space for five (5) of the Reserved Spaces and $50.00 per space
(plus applicable sales tax) for four (4) of the Reserved Spaces and the
monthly rent through November 30, 2007 for the Unreserved Spaces shall
be $17.00 per space (inclusive of applicable sales tax). All payments
of rent for parking spaces shall be made (i) at the same time as Basic
Monthly Rent is due under the Lease and (ii) to Landlord or to such
persons (for example but without limitation, the manager of the Garage)
as Landlord may direct from time to time.
5. Amendment to Exhibit A. Effective February 1, 2001, Exhibit A attached
hereto shall be incorporated into and made a part of Exhibit A to the Lease.
6. Construction of Improvements in the First Floor Expansion Space.
Landlord shall construct Tenant's Improvements (as defined in the Work
Letter) in the First Floor Expansion Space in accordance with the Work
Letter attached hereto as Exhibit B. Except as set forth in the preceding
sentence, Landlord shall have no construction obligations with respect to
the First Floor Expansion Space.
7. Delivery of First Floor Expansion Space and Acceptance of Premises.
Subject to Landlord's obligations set forth in Section 6 above, TENANT
HEREBY ACCEPTS THE FIRST FLOOR EXPANSION SPACE AND THE BUILDING (INCLUDING
THE SUITABILITY OF THE FIRST FLOOR EXPANSION SPACE FOR THE PERMITTED USE) IN
"AS IS" CONDITION WITH ANY AND ALL FAULTS AND LATENT OR PATENT DEFECTS AND
WITHOUT RELYING UPON ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) OF
LANDLORD OR ANY REPRESENTATIVE OF LANDLORD. LANDLORD HAS NOT MADE AND DOES
NOT HEREBY MAKE AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO THE BUILDING (INCLUDING THE FIRST FLOOR EXPANSION SPACE), ITS
CONDITION (INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY
REGARDING QUALITY OF CONSTRUCTION, STATE OF REPAIR, WORKMANSHIP,
MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE).
8. Acceptance of First Floor Expansion Space. Upon Substantial Completion
of the Tenant's Improvements in the First Floor Expansion Space, Landlord
and Tenant shall execute an Acceptance of Premises Memorandum in
substantially the form of the Acceptance of Premises Memorandum attached to
the Lease as Exhibit E. If Tenant occupies the First Floor Expansion Space
without executing an Acceptance of Premises Memorandum, Tenant shall be
deemed to have accepted the First Floor Expansion Space and Tenant's
Improvements (as defined in the Work Letter) for all purposes.
9. Right of First Refusal. Tenant shall have a right of first refusal to
lease the Right of First Refusal Space in accordance with Exhibit C attached
hereto. Except as set forth in Exhibit C, Tenant shall have no other right
of first refusal under the Lease to lease any additional space in the
Building.
10. No Brokers. Tenant warrants that it has had no dealings with any real
estate broker or agent in connection with the negotiation of this Amendment
other than The Staubach Company ("Tenant's Broker") and Xxxxxxx-Xxxxxx
Properties of Texas Ltd., Inc. ("Landlord's Broker"), and that it knows of
no other real estate brokers or agents who are or might be entitled to a
commission in connection with this Amendment. Tenant agrees to indemnify
and hold harmless Landlord from and against any liability or claim arising
in respect to any brokers or agents claiming a commission in connection with
this Amendment other than Tenant's Broker and Landlord's Broker.
11. Authority. Tenant and each person signing this Amendment on behalf of
Tenant represents to Landlord as follows: (i) Tenant is a duly formed and
validly existing corporation under the laws of the State of Texas, (ii)
Tenant has and is qualified to do business in Texas, (iii) Tenant has the
full right and authority to enter into this Amendment, and (iv) each person
signing on behalf of Tenant was and continues to be authorized to do so.
12. Defined Terms. All terms not otherwise defined herein shall have the
same meaning assigned to them in the Lease.
13. Exhibits. Each exhibit attached hereto is made a part hereof for all
purposes.
14. Ratification of Lease. Except as amended hereby, the Lease shall
remain in full force and effect in accordance with its terms and is hereby
ratified. In the event of a conflict between the Lease and this Amendment,
this Amendment shall control.
15. No Representations. Landlord and Landlord's agents have made no
representations or promises, express or implied, in connection with the
Premises or this Amendment except as expressly set forth herein.
16. Entire Agreement. This Amendment, together with the Lease, contains
all of the agreements of the parties hereto with respect to any matter
covered or mentioned in this Amendment or the Lease, and no prior agreement,
understanding or representation pertaining to any such matter shall be
effective for any purpose.
17. Section Headings. The section headings contained in this Amendment are
for convenience only and shall in no way enlarge or limit the scope or
meaning of the various and several sections hereof.
18. Successors and Assigns. The terms and provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
19. Severability. A determination that any provision of this Amendment is
unenforceable or invalid shall not affect the enforceability or validity of
any other provision hereof and any determination that the application of any
provision of this Amendment to any person or circumstance is illegal or
unenforceable shall not affect the enforceability or validity of such
provision as it may apply to any other persons or circumstances.
20. Governing Law. This Amendment shall be governed by the laws of the
State of Texas.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
LANDLORD: TENANT:
THE PRUDENTIAL INSURANCE AMERICAN HALLMARK INSURANCE
COMPANY OF AMERICA, a New COMPANY OF TEXAS, a Texas corporation
Jersey corporation
By: Xxxxxxx-Xxxxxx Properties of Texas
Ltd., Inc., its duly authorized agent
By: ____________________________ By: _____________________________________
Name: Xxxxxxx Xxxxxx Name: ___________________________________
Title: Senior Managing Director Title: __________________________________
097352 001683 FT WORTH 79752.1
EXHIBIT A
THE FIRST FLOOR EXPANSION SPACE
This Exhibit is attached to and a part of that certain Eighth Amendment
to Lease Agreement dated as of January __, 2001, executed by and between The
Prudential Insurance Company of America and American Hallmark Insurance
Company of Texas (the "Amendment"). Any capitalized term not defined herein
shall have the meaning assigned to it in the Amendment. Landlord and Tenant
mutually agree that the attached Floor Plan is the Floor Plan for the First
Floor Expansion Space:
EXHIBIT B
WORK LETTER
PLANS TO BE APPROVED/FINISH ALLOWANCE
This Exhibit is attached to and a part of that certain Eighth Amendment
to Lease dated as of January ___, 2001, executed by and between The
Prudential Insurance Company of America and American Hallmark Insurance
Company of Texas (the "Amendment"). Any capitalized term not defined herein
shall have the meaning assigned to it in the Amendment. Landlord and Tenant
mutually agree as follows:
1. Plans.
1.1 Space Plan. Landlord's designated space planner, at Tenant's expense,
shall prepare and deliver to Tenant a space plan for the Premises (including
the Expansion Space) showing, regardless of the quantities of such items,
the location of all partitions and doors and the lay-out of the Premises
(including the Expansion Space). Tenant will at all times cooperate with
Landlord's space planner, furnishing all reasonable information and material
concerning Tenant's organization, staffing, growth expectations, physical
facility needs (including, without limitation, needs arising by reason of
the Disability Acts), equipment, inventory, etc., necessary for the space
planner to efficiently and expeditiously arrive at an acceptable lay-out of
the Premises (including the Expansion Space). Tenant will approve or
disapprove in writing the space plan within three (3) business days after
receipt from Landlord and if disapproved, Tenant shall provide Landlord and
Landlord's space planner with specific reasons for disapproval. If Tenant
fails to approve or disapprove the space plan on or before the end of such
three (3) business day period, Tenant shall be deemed to have approved the
last submitted space plan. The foregoing process shall be repeated until
Tenant has approved (which shall include deemed approval) the space plan
(such space plan, when approved by Landlord and Tenant, is herein referred
to as the "Space Plan").
1.2 Compliance With Disability Acts. Tenant shall promptly provide
Landlord and Landlord's space planner and/or architect, as applicable, with
all information needed to cause the construction of Tenant's Improvements to
be completed such that Tenant , the Premises (including the Expansion Space)
and Tenant's Improvements (as constructed) will be in compliance with the
Disability Acts. Tenant shall be responsible for and shall indemnify and
hold harmless Landlord from and against any and all claims, liabilities and
expenses (including, without limitation reasonable attorneys' fees and
expenses) incurred by or asserted against Landlord by reason of or in
connection with any violation of the provisions of Tex. Rev. Civ. Stat. Xxx.
art. 9102 and the Americans With Disabilities Act of 1990, 42 U.S.C.
SS12101-12213 (collectively, the "Disability Acts") arising from or out of
(x) information or design and space plans furnished to Landlord by Tenant
(or the lack of complete and accurate information so furnished) concerning
Tenant's Improvements, (y) Tenant's employer-employee obligations, or (z)
after the Expansion Space Commencement Date, violations by Tenant and/or
Tenant's Improvements or the Expansion Space not being in compliance with
the Disability Acts as the result of changes in regulations or law or
interpretations thereof not in effect on December 1, 2000. The foregoing
indemnity shall not include any claims, liabilities or expenses (including
reasonable attorneys' fees and expenses) arising out of the negligence or
gross negligence of Landlord or Landlord's employees, agents or contractors.
Without limiting the foregoing, if Landlord constructs Tenant's Improvements
based on any special requirements or improvements required by Tenant, or
upon information furnished by Tenant that later proves to be inaccurate or
incomplete resulting in any violation of the Disability Acts, Tenant shall
be solely liable to correct such violations and to bring the improvements
into compliance with the Disability Acts as promptly as is practicable.
1.3 Construction Plans. On or before thirty (30) days after approval of
the Space Plan, Landlord's space planner and engineer, at Tenant's expense,
will prepare construction plans (such construction plans, when approved, and
all changes and amendments thereto agreed to by Landlord and Tenant in
writing, are herein called the "Construction Plans") for all of Tenant's
improvements requested pursuant to the Space Plan (all improvements required
by the Construction Plans are herein called "Tenant's Improvements"),
complete detail and finish drawings for partitions, doors, reflected
ceiling, telephone outlets, electrical switches and outlets and Building
standard heating, ventilation and air conditioning equipment and controls.
Within five (5) business days after construction plans are delivered to
Tenant, Tenant shall approve (which approval shall not be unreasonably
withheld) or disapprove same in writing and if disapproved, Tenant shall
provide Landlord and Landlord's space planner and engineer specific
reasons for disapproval. The foregoing process shall continue until the
construction plans are approved by Tenant; provided that if Tenant fails to
respond in any five (5) business day period, Tenant shall be deemed to have
approved the last submitted construction plans.
1.4 Changes to Approved Plans. If any re-drawing or re-drafting of either
the Space Plan or the Construction Plans is necessitated by Tenant's
requested changes (all of which shall be subject to approval by Landlord
and, if applicable, the Texas Department of Licensing & Regulation and any
other governmental agency or authority to which the plans and specifications
are required to be submitted), the expense of any such re-drawing or
re-drafting required in connection therewith and the expense of any work and
improvements necessitated by such re-drawing or re-drafting will be charged
to Tenant.
1.5 Coordination of Planners and Designers. If Tenant shall arrange for
interior design services, whether with Landlord's space planner or any other
planner or designer, it shall be Tenant's responsibility to cause necessary
coordination of its agents' efforts with Landlord's agents to ensure that no
delays are caused to either the planning or construction of the Tenant's
Improvements.
2. Construction and Costs of Tenant's Improvements.
2.1 Construction Obligation and Finish Allowance.
(a) Landlord shall solicit bids from at least three (3) contractors to
construct the Tenant's Improvements, and unless otherwise approved
by Tenant, shall select the lowest qualified bidder to perform the
construction. Landlord agrees to construct Tenant's Improvements,
at Tenant's cost and expense; provided, however, Landlord shall
provide Tenant with an allowance equal to $8.00 per square foot of
Agreed Rentable Area in the Premises (including the Expansion
Space) (i.e., $5,000.00) (the "Finish Allowance"), which allowance
shall be disbursed by Landlord, from time to time, for payment of
(in the following priority) the following costs (collectively
referred to as the "Permitted Costs"): (i) the contract sum
required to be paid to the general contractor engaged to construct
Tenant's Improvements (the "Contract Sum"), (ii) the fees of the
preparer of the Space Plan and Construction Plans (such fees, the
"Planning Fees"); and (iii) such other costs related to the
leasehold improvements (such as equipment, appliances and
furnishings) incurred by Tenant, including without limitation,
data and telephone cabling costs, security costs, furniture,
fixture and equipment costs, and relocation costs. Landlord shall
not charge any fee in connection with Landlord's administration of
the construction of Tenant's Improvements and Landlord shall not
require a payment or performance bond in connection with
construction of the Tenant's Improvements. In the event any
Finish Allowance remains unexpended after payment of the Permitted
Costs, such unexpended amount shall be applied against Tenant's
obligation to pay Basic Rent under the Lease.
(b) Title to any equipment, appliances, furnishings or personalty
installed in the Expansion Space and purchased with any portion of
the Finish Allowance shall pass to Landlord upon payment of the
invoice cost thereof and Tenant shall not remove any such
equipment, appliances, furnishings or personalty from the
Expansion Space without Landlord's express, prior written consent
or unless requested by Landlord in connection with the expiration
or earlier termination of the Lease.
2.2 Excess Costs. If the sum of the Permitted Costs exceeds the Finish
Allowance, then Tenant shall pay all such excess costs ("Excess Costs"),
provided, however, Landlord will, prior to the commencement of construction
of Tenant's Improvements, advise Tenant of the Excess Costs, if any, and the
Contract Sum. Tenant shall have two (2) business days from and after the
receipt of such advice within which to approve or disapprove the Contract
Sum and Excess Costs. If Tenant fails to approve same by the expiration of
the second such business day, then Tenant shall be deemed to have approved
the Proposed Contract Sum and Excess Costs. If Tenant disapproves the
Contract Sum and Excess Costs within such two (2) business day period, then
Tenant shall either reduce the scope of Tenant's Improvements such that
there shall be no Excess Costs or, at Tenant's option, Landlord shall obtain
two (2) additional bids, provided that if Tenant requests Landlord to obtain
two (2) additional bids and Tenant fails to approve the Excess Costs within
three (3) business days after Landlord's notification of the Excess Costs
taking such additional bids into consideration, Tenant shall be deemed to
have approved the Contract Sum and Excess Costs as determined by reference
to the lowest submitted bid. Landlord and Tenant must approve (or be deemed
to have approved) the Contract Sum for the construction of Tenant's
Improvements in writing prior to the commencement of construction.
2.3 Construction Deposit. Tenant shall remit to Landlord an amount (the
"Prepayment") equal to one-half (1/2) of the projected Excess Costs, if any,
within five (5) working days after commencement of construction by Landlord.
On or prior to the Expansion Space Commencement Date, Tenant shall deliver
to Landlord the actual Excess Costs, minus the Prepayment previously paid.
Failure by Tenant to timely tender to Landlord the full Prepayment shall
permit Landlord to stop all work until the Prepayment is received. All sums
due Landlord under this Section 2.3 shall be considered Rent under the terms
of the Lease and nonpayment shall constitute a default under the Lease and
entitle Landlord to any and all remedies specified in the Lease.
2.4 Liens Arising from Excess Costs. Tenant agrees to keep the Premises
(including the Expansion Space) free from any liens arising out of
nonpayment of Excess Costs. In the event that any such lien is filed and
Tenant, within ten (10) days following such filing fails to cause same to be
released of record by payment or posting of a proper bond, Landlord shall
have, in addition to all other remedies provided herein and by law, the
right, but not the obligation, to cause the same to be released by such
means as it in its sole discretion deems proper, including payment of or
defense against the claim giving rise to such lien. All sums paid by
Landlord in connection therewith shall constitute Rent under the Lease and a
demand obligation of Tenant to Landlord and such obligation shall bear
interest at the rate provided for in Section 15.10 of the Supplemental Lease
Provisions from the date of payment by Landlord until the date paid by
Tenant.
3. Substantial Completion and Punch List. When Landlord has sufficiently
completed the Tenant's Improvements in the Expansion Space in accordance
with the Construction Plans so that Tenant can reasonably use the Expansion
Space for the Permitted Use (as described in Item 10 of the Basic Lease
Provisions), Landlord will notify Tenant and within two (2) business days
thereafter, Landlord's representative and Tenant's representative shall
conduct a walk-through of the Expansion Space and identify any necessary
touch-up work, repairs and minor completion items as are necessary for final
completion of Tenant's Improvements. Neither Landlord's representative nor
Tenant's representative shall unreasonably withhold his agreement on punch
list items. Landlord will use reasonable efforts to cause the contractor to
complete all punch list items within thirty (30) days after agreement
thereon.
4. Tenant's Contractors. If Tenant should desire to enter the Expansion
Space or authorize its agent to do so prior to the Expansion Space
Commencement Date of the Lease, to perform approved work not requested of
the Landlord, Landlord shall permit such entry if:
(a) Tenant shall use only such contractors which Landlord shall
approve in its reasonable discretion; provided that any work
affecting the electrical systems of the Building or the HVAC
systems of the Building shall be performed by an electrician or
HVAC vendor listed on the Building approved contractors provided
by Landlord to Tenant; and
(b) Landlord shall have approved the plans to be utilized by Tenant,
which approval will not be unreasonably withheld; and
(c) Tenant, its contractors, workmen, mechanics, engineers, space
planners or such others as may enter the Expansion Space
(collectively, "Tenant's Contractors"), work in harmony with and
do not in any way disturb or interfere with Landlord's space
planners, architects, engineers, contractors, workmen, mechanics
or other agents or independent contractors in the performance of
their work (collectively, "Landlord's Contractors"), it being
understood and agreed that if entry of Tenant or Tenant's
Contractors would cause, has caused or is causing a material
disturbance to Landlord or Landlord's Contractors, then Landlord
may, with notice, refuse admittance to Tenant or Tenant's
Contractors causing such disturbance; and
(d) Tenant, Tenant's Contractors and other agents shall provide
Landlord sufficient evidence that each is covered under such
Worker's Compensation, public liability and property damage
insurance as Landlord may reasonably request for its protection.
All insurance maintained by any contractor performing work in the
Building must name Landlord and Property Manager as additional
insureds.
Landlord shall not be liable for any injury, loss or damage to any of
Tenant's installations or decorations made prior to substantial completion
of the Tenant's Improvements in the Expansion Space and not installed by
Landlord. Tenant shall indemnify and hold harmless Landlord and Landlord's
Contractors from and against any and all costs, expenses, claims,
liabilities and causes of action arising out of or in connection with work
performed in the Premises (including the Expansion Space) by or on behalf of
Tenant (but excluding work performed by Landlord or Landlord's Contractors).
Such entry by Tenant and Tenant's Contractors pursuant to this Section 4
shall be deemed to be under all of the terms, covenants, provisions and
conditions of the Lease except the covenant to pay Rent.
5. Construction Representatives. Landlord's and Tenant's representatives
for coordination of construction and approval of change orders will be as
follows, provided that either party may change its representative upon
written notice to the other:
LANDLORD'S REPRESENTATIVE: TENANT'S REPRESENTATIVE:
NAME: Xxxxx Xxxxxxxx NAME: Xxxxxxx Xxxxxxx
ADDRESS: 00000 Xxxxxx Xxxxxxx, ADDRESS: 00000 Xxxxxx Xxxxxxx,
Xxxxx 000 Xxxxx 000
Xxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
PHONE: (000) 000-0000 PHONE: (000) 000-0000
FAX: (000) 000-0000 FAX: _____________________
EXHIBIT C
TENANT'S RIGHT OF FIRST REFUSAL
(ALL TERMS BASED ON THIRD PARTY STATEMENT)
This Exhibit is attached to and a part of that certain Eighth Amendment
to Lease dated as of January __, 2001, executed by and between The
Prudential Insurance Company of America and American Hallmark Insurance
Company of Texas (the "Amendment"). Any capitalized term not defined herein
shall have the meaning assigned to it in the Amendment. Landlord and Tenant
mutually agree as follows:
A. Prior to leasing any of the areas described on Schedule A attached to
this Exhibit ("Right of First Refusal Space"), Landlord shall deliver to
Tenant a written statement ("Statement") which shall reflect Landlord's
and the prospective tenant's agreement with respect to rent, term,
finish allowances, tenant inducements and the description of the
applicable Right of First Refusal Space. Tenant shall have five (5)
days after receipt of the Statement within which to notify Landlord in
writing that it desires to lease the applicable Right of First Refusal
Space upon the terms and conditions contained in the Statement. Failure
by Tenant to notify Landlord within such five (5) day period shall be
deemed an election by Tenant not to lease the applicable Right of First
Refusal Space and Landlord shall have the right to lease such space to
the prospective tenant upon the terms and conditions contained in the
Statement. If Landlord enters into such a lease with the prospective
tenant within 180 days after the expiration of such five (5) day period,
Tenant shall have no further rights under this Exhibit with respect to
the Right of First Refusal Space covered by such lease.
B. Notwithstanding the foregoing, if the prospective tenant desires to
lease additional space on the same floor as the Right of First Refusal
Space covered by the Statement in addition to the Right of First Refusal
Space, Tenant must lease all space on such floor that the prospective
tenant desires to lease if Tenant elects to lease the applicable Right
of First Refusal Space.
C. Further notwithstanding any provision or inference in this Exhibit to
the contrary, the Right of First Refusal shall expire and be of no
further force or effect on the earlier of (i) the expiration or earlier
termination of the term of this Lease expiring on November 30, 2007,
(ii) a default by Tenant under this Lease, (iii) an assignment of this
Lease by Tenant or (iv) the sublease of all or any portion of the
Premises by Tenant.
SCHEDULE A
RIGHT OF FIRST REFUSAL SPACE
This Schedule is attached to and a part of that certain Eighth
Amendment to Lease dated as of January __, 2001, executed by and between The
Prudential Insurance Company of America and American Hallmark Insurance
Company of Texas.
