Exhibit 10.32
SECOND AMENDMENT TO SUBLEASE AGREEMENT
THIS SECOND AMENDMENT TO SUBLEASE AGREEMENT ("Second Amendment") is made and
entered into as of October 31, 1999, by and between INTERLIANT, INC. (F/K/A SAGE
NETWORKS, INC.) ("Sublessee"), and SOUTHERN COMPANY SERVICES, INC.
("Sublessor").
W I T N E S S E T H:
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WHEREAS, Sublessor and Sublessee entered into that certain Sublease Agreement
dated May 29, 1998 (the "Original Sublease"), for space known as Suite G-300
located in that certain building known as 64A Perimeter Center (the "Building");
and
WHEREAS, Sublessee and Sublessor have previously modified the Original
Sublease by virtue of the First Amendment to Sublease Agreement dated December
9, 1998 (the Original Sublease as so amended, the "Sublease"); and
WHEREAS, Sublessee and Sublessor desire to enter into this Second Amendment
for the purpose of evidencing their mutual understanding and agreement as set
forth below.
NOW, THEREFORE, for and in consideration of the premises hereto, the keeping
and performance of the covenants and agreements hereinafter contained, and for
Ten Dollars ($10.00) and other good and valuable consideration in hand paid by
each party hereto to the other, the receipt and sufficiency of which are hereby
acknowledged, Sublessee and Sublessor hereby agree as follows:
1. Terms used herein and denoted by their initial capitalization shall have
the meanings set forth in the Sublease unless specifically indicated herein to
the contrary.
2. Sublessor and Sublessee hereby acknowledge and agree that for all purposes
under the Sublease as modified by this Second Amendment, the Data Center
Expansion Premises is as shown on the drawing attached hereto as Schedule "1"
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and by reference made a part hereof, and the Temporary Office Space is as shown
on the drawing attached hereto as Schedule "2" and by reference made a part
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hereof. Sublessor and Sublessee hereby acknowledge and agree that pursuant to
the provisions of the First Amendment, the Data Center Expansion Premises and
the Temporary Office Space have been measured and that the actual rentable
square footages are as follows: the Data Center Expansion Premises contains
10,218 rentable square feet; and the Temporary Office Space contains 13,468
rentable square feet. Furthermore, Sublessor and Sublessee hereby agree that:
(i) the Data Center Expansion Premises Commencement Date shall be January 1,
2000; (ii) the term of the sublease of the Temporary Office Space is hereby
extended and shall terminate and end on March 15, 2000, unless sooner terminated
as provided in the Sublease as modified by this Second Amendment; (iii)
Sublessee's notice to extend the term of the Temporary Office Space dated
September 14, 1999 is hereby withdrawn and deemed null and void; and (iv) the
term of the sublease of the Sublease Premises (as defined in the Original
Sublease) is hereby extended and shall terminate and end on February 28, 2006,
unless sooner terminated as provided in the Sublease as modified by this Second
Amendment. As a result, (a) all references in the First Amendment to the square
footage of the Data Center Expansion Premises are hereby changed to 10,218
square feet; (b) all references in the First
Amendment to the square footage of the Temporary Office Space are hereby changed
to 13,468 square feet; (c) all references in the First Amendment to the square
footage of the Sublease Premises after the addition of the Data Center Expansion
Premises are hereby changed to 17,458 square feet; (d) Exhibit "B" to the First
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Amendment is hereby deleted in its entirety, and Exhibit "B" attached hereto and
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made a part hereof by reference is inserted in lieu thereof; (e) all references
in the First Amendment to the Data Center Expansion Premises Commencement Date
are hereby changed to January 1, 2000; and (f) all references in the First
Amendment to the term of the sublease of the Temporary Office Space are hereby
changed to provide that the term of the sublease of the Temporary Office Space
shall terminate and end on March 15, 2000, unless sooner terminated as provided
in the Sublease as modified by this Second Amendment.
3. Sublessor does hereby sublease and rent to Sublessee, and Sublessee hereby
subleases and rents from Sublessor an additional 5,361 rentable square feet (the
"Second Amendment Data Center Premises") located on floor G2 of the Building as
shown on the drawing attached hereto as Exhibit "A" and by reference made a part
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hereof, for a term commencing on January 1, 2000 (the "SADCP Commencement
Date"), and ending (unless sooner terminated as provided in the Sublease as
modified by this Second Amendment) on February 28, 2006. From and after the
SADCP Commencement Date, except as expressly otherwise provided in this Second
Amendment, the Second Amendment Data Center Premises shall be subject to all the
terms and conditions of the Sublease as hereby modified as if the Second
Amendment Data Center Premises were part of the Sublease Premises. Sublessee
shall receive no concessions or allowances on account of subleasing the Second
Amendment Data Center Premises other than a Tenant Improvement Allowance equal
to $0.05 per rentable square foot per month from the SADCP Commencement Date to
the end of the Term (i.e., February 28, 2006). Such Tenant Improvement Allowance
will be payable to Sublessee by Sublessor within 15 days of the SADCP being made
available to Sublessee for Sublessee to commence its improvement work.
4. (a) Base Rent for the Second Amendment Data Center Premises shall
commence on the SADCP Commencement Date, and shall be paid in lawful money of
the United States of America, without notice, demand, counterclaim, setoff,
recoupment, deduction or defense and without abatement (except as expressly set
forth in the Sublease as modified by this Second Amendment), suspension,
deferment, diminution or reduction.
(b) In accordance with Exhibit "B" hereto, Base Rent for the Second
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Amendment Data Center Premises shall be payable in advance, in equal monthly
installments, on or before the first day of each month during the term, at the
following rates:
$141,315.96 per annum for the period from the SADCP Commencement Date through
June 30, 2000;
$145,551.15 per annum for the period from July 1, 2000, through June 30, 2001;
$149,893.56 per annum for the period from July 1, 2001, through June 30, 2002;
$154,396.80 per annum for the period from July 1, 2002, through June 30, 2003;
$159,007.26 per annum for the period from July 1, 2003, through June 30, 2004;
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$163,778.55 per annum for the period from July 1, 2004, through June 30, 2005;
$168,710.67 per annum for the period from July 1, 2005, through February 28,
2006.
(c) Sublessee shall install, at Sublessee's sole cost, meters to
separately meter the electricity distributed to and consumed in the Sublease
Premises (including without limitation the Data Center Expansion Premises and
the Second Amendment Data Center Premises, but excluding the Temporary Office
Space). Base Rent for the Sublease Premises (including without limitation the
Data Center Expansion Premises and the Second Amendment Data Center Premises,
but excluding the Temporary Office Space) is exclusive of electricity. Sublessee
shall pay for all electricity distributed to and consumed in the Sublease
Premises (including without limitation the Data Center Expansion Premises and
the Second Amendment Data Center Premises, but excluding the Temporary Office
Space) as additional rent, with Sublessor having the same remedies for
nonpayment thereof as for nonpayment of rent. Within ten (10) days after
delivery of a xxxx by Sublessor to Sublessee for electricity distributed to and
consumed in the Sublease Premises (including without limitation the Data Center
Expansion Premises and the Second Amendment Data Center Premises, but excluding
the Temporary Office Space), Sublessee shall pay such xxxx. Base Rent for the
Data Center Expansion Premises and the Second Amendment Data Center Premises
includes, and there shall be no separate charge to Sublessee for, Sublessor's
costs and expenses for the maintenance set forth on Exhibit "C" attached hereto
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and by reference made a part hereof. During the term of this Sublease,
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Sublessor, at its sole cost and expense, shall provide, or cause a third party
contractor to provide through a maintenance agreement or otherwise, all such
maintenance to the systems and equipment in or servicing the Sublease Premises
as described on Exhibit "C" hereto.
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5. Sublessor hereby represents and warrants that to the best of the knowledge
of the persons executing this Second Amendment on behalf of Sublessor the Second
Amendment Data Center Premises as used by Sublessor and as currently configured
and constructed complies, as of the date hereof, in all material respects with
federal, state and local laws, codes, rules and regulations applicable thereto;
provided, however, that Sublessee acknowledges and agrees (i) that any
construction (including without limitation any alterations) in or to the Second
Amendment Data Center Premises or any change in the configuration of the Second
Amendment Data Center Premises may result in the Second Amendment Data Center
Premises (including without limitation, the portion in or to which such
construction occurs or the portion reconfigured, as well as portions of the
Second Amendment Data Center Premises other than the portion in or to which such
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construction occurs or the portion reconfigured) failing to comply, in whole or
in part, with such laws, codes, rules and regulations, and (ii) that such
representation and warranty does not apply to, and shall not be deemed to extend
to, the use of the Second Amendment Data Center Premises by Sublessee or anyone
claiming by, through or under Sublessee. Except as expressly set forth in the
sentence immediately preceding this sentence, Sublessee hereby accepts the
Second Amendment Data Center Premises "as-is", "where is". Pursuant to
Paragraph 16 of the Sublease, but subject to and conditioned upon compliance by
Sublessee with the terms and conditions of the Sublease as modified by this
Second Amendment, Sublessor has consented to Sublessee installing the demising
wall identified on Schedule "3" attached hereto and by reference made a part
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hereof (the "Demising Wall"). Prior to the commencement of construction of the
Demising Wall, and at all times during such construction, the general liability
and property damage insurance contemplated by Paragraph 15(a) of the
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Sublease shall be in "builder's risk" form if there would otherwise be an
exclusion of coverage under such policy as a result of such construction. Prior
to commencement of construction, Sublessee shall submit to Sublessor for
approval the detailed plans and specifications for the Demising Wall, which
approval Sublessor agrees not to unreasonably withhold (provided, however, that
Sublessee acknowledges and agrees that approval of the Prime Landlord under the
Master Sublease is also required). No such approval shall in any way waive or be
deemed to waive the obligations of Sublessee under the Sublease as hereby
amended and shall not be deemed to imply any warranty, representation or
approval by Sublessor or Prime Landlord that the Demising Wall, if so
constructed, will be structurally sound, will comply with all building codes or
other governmental laws or regulations or legal requirements, will be fit for
any particular purpose or will have a market value of any particular magnitude,
or that Sublessor or Prime Landlord have reviewed Sublessee's plans from the
standpoint of engineering or structural design, quality of materials, or safety,
whether structural, fire, security or otherwise. The Demising Wall shall be
constructed at the sole cost and expense of Sublessee; provided, however, that
upon the last to occur of (a) completion of the Demising Wall in accordance with
the approved plans, (b) delivery to Sublessor of a final contractor's affidavit
and such lien waivers as Sublessor shall require, and (c) delivery to Sublessor
of a certificate of Sublessee certifying and setting forth in reasonable detail
the hard costs incurred by Sublessee in constructing the Demising Wall
(including without limitation copies of paid invoices), Sublessee shall be
entitled to a credit against the rent immediately thereafter next coming due
under the Sublease as modified by this Second Amendment in an amount equal to
the lesser of (i) the hard costs of construction as set forth in such
certification, or (ii) $9,052.05. The Demising Wall shall be constructed by
Sublessee in a good and workmanlike manner and in compliance with all applicable
governmental codes, laws, ordinances, orders and regulations. If Sublessor
permits Sublessee to enter the Data Center Expansion Premises or the Second
Amendment Data Center Premises prior to January 1, 2000, for the construction of
the Demising Wall, all the terms and provisions of the Sublease as amended by
this Second Amendment shall apply thereto (other than the payment of Base Rent).
Sublessee shall not create or permit to be created or to remain, and, shall
promptly discharge, at its sole cost and expense, any lien, encumbrance or
charge upon the Premises or the Building, or any part thereof or upon the rights
of Sublessee under the Sublease as amended by this Second Amendment by reason of
any labor, service or material furnished or claimed to have been furnished to or
for the benefit of Sublessee or by reason of any construction, repairs or
demolition by or at the direction of Sublessee.
6. In addition to the parking passes under Paragraph 8 of the First
Amendment, Sublessee shall be entitled to two parking passes per 1,000 rentable
square feet of space in the Second Amendment Data Center Premises, and Sublessee
shall use no more than said amount of parking passes.
7. The letter of credit identified in Paragraph 7 of the Original Sublease
and increased pursuant to Paragraph 9 of the First Amendment shall be replaced
simultaneously with the execution of this Second Amendment with a letter of
credit in the amount of $180,000.00, and the amounts set forth in subparts (b)
and (c) respectively of Paragraph 7 of the Sublease as modified hereby shall be
$180,000.00 and $154,999.00, respectively, with all other stipulations of
Paragraph 7 of the Sublease as modified hereby remaining in effect.
8. CB XXXXXXX XXXXX, INC. ("CBRE") HAS ACTED AS AGENT FOR SUBLESSOR IN THIS
TRANSACTION. THE XXXXXX COMPANY ("TWC") HAS ACTED
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AS AGENT FOR SUBLESSEE IN THIS TRANSACTION. CBRE AND TWC SHALL EACH BE PAID A
COMMISSION BY SUBLESSOR PURSUANT TO A SEPARATE AGREEMENT. Sublessor shall
indemnify and hold Sublessee harmless from and against all loss, cost, damage or
expense, including but not limited to attorney's fees and court costs, incurred
by Sublessee as a result of Sublessor's breach of the foregoing covenant to pay
CBRE and TWC their respective commissions due in connection with this
transaction. Sublessor and Sublessee hereby indemnify one another, and hold each
other harmless, from and against all loss, cost, damage or expense, including
but not limited to attorney's fees and court costs, incurred by the indemnified
party as a result of any claims for brokerage fees or commission due which are
made by reason of the indemnifying party having dealt with any broker (other
than CBRE or TWC). Sublessee shall cause any agent or broker representing
Sublessee to execute a lien waiver to and for the benefit of Sublessor and Prime
Landlord, upon receipt by such agent or broker of any commission due hereunder,
waiving any and all lien rights with respect to the Building or Property such
agent or broker has or might have under Georgia law.
9. This Second Amendment shall be governed by and construed in accordance
with the laws of the State of Georgia, and shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, successors,
representatives and assigns, but always subject, in case of Sublessee, to the
limitations on assignment and sublease set forth in the Sublease. In the event
of any inconsistency or conflict between the terms of this Second Amendment and
the Sublease, the terms hereof shall control. Time is of the essence of all
terms of this Second Amendment.
10. Paragraph 3 of the First Amendment is hereby deleted in its entirety
and the following substituted in lieu thereof: Data Center Expansion Premises
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Term. The term for the Data Center Expansion Premises (as part of the Sublease
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Premises) shall commence on January 1, 2000 (the "Data Center Expansion Premises
Commencement Date") and end on February 28, 2006 (unless sooner terminated as
provided in the Sublease as modified by this Second Amendment).
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11. Sublessee hereby represents and warrants that Sage Networks, Inc. has
changed its name to Interliant, Inc. Effective immediately, Sublessee's address
for notices is:
Interliant, Inc.
Attn: Xxxxx Xxxxxxxxxx
Xxxxx 000
00 Xxxxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
with a copy to:
Xxxxx X. Xxxxx, Esq.
Senior Vice-President
General Counsel
Interliant, Inc.
Xxx Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
12. Except as hereinabove provided, all other terms and conditions of the
Sublease shall remain unchanged in full force and effect, and as expressly
modified by this Second Amendment the Sublease is hereby ratified and confirmed
by Sublessor and Sublessee. Sublessee and Sublessor hereby each acknowledge and
agree that, as of the date hereof, the Sublease as modified by this Second
Amendment is subject to no offsets, claims, counterclaims or defenses of any
nature whatsoever and no Events of Default on the part of Sublessor or Sublessee
have occurred under the Sublease as amended by this Second Amendment.
13. This Second Amendment may not be changed, modified, discharged or
terminated orally or in any manner other than by an agreement in writing signed
by Sublessor and Sublessee or their respective heirs, representatives,
successors and permitted assigns.
14. The person executing this Second Amendment on behalf of Sublessee does
hereby personally represent and warrant that Sublessee is a validly existing
corporation and is fully authorized and qualified to do business in the State of
Georgia, that the corporation has full right and authority to enter into this
Second Amendment, and the undersigned, who is signing on behalf of the
corporation, is a duly authorized officer of the corporation and is authorized
to sign on behalf of the corporation.
IN WITNESS WHEREOF, the parties have set their hands and affixed their seals
to this Second Amendment to be effective as of the day and year first above
written.
Sublessee: Sublessor:
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INTERLIANT, INC. (F/K/A SAGE SOUTHERN COMPANY SERVICES, INC.
NETWORKS, INC.)
By: /s/Xxxxxxxx Xxxxxx By:
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Title: Sr. Vice President, Operations Title: V.P. Procurement and Materials
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Exhibit 10.32
Schedule "1"
Data Center Expansion Premises
Exhibit 10.32
Schedule "2"
Temporary Office Space
Exhibit 10.32
Schedule "3"
Demising Wall
Exhibit 10.32
Exhibit "A"
Second Amendment Data Center Premises
Exhibit 10.32
Exhibit "B"
Schedule of Rent Due
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Rent for Rate Sublease Data Center Second Total Data Monthly Temporary
Square Expansion Amendment Center Data Center Office
Feet Premises Data Center Space Monthly Center
Square Feet Premises Rent Space Rate
Square Feet
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July 98 $25.59 7,240 0 0 7,240 $15,439.30
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Aug 98 $25.59 7,240 0 0 7,240 $15,439.30
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Sep 98 $25.59 7,240 0 0 7,240 $15,439.30
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Oct 98 $25.59 7,240 0 0 7,240 $15,439.30
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Nov 98 $25.59 7,240 0 0 7,240 $15,439.30
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Dec 98 $25.59 7,240 0 0 7,240 $15,439.30 $19.00
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Jan 99 $25.59 7,240 0 0 7,240 $15,439.30 $19.00
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Feb 99 $25.59 7,240 0 0 7,240 $15,439.30 $19.00
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Mar 99 $25.59 7,240 0 0 7,240 $15,439.30 $19.00
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Apr 99 $25.59 7,240 0 0 7,240 $15,439.30 $19.00
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May 99 $25.59 7,240 0 0 7,240 $15,439.30 $19.00
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Jun 99 $25.59 7,240 0 0 7,240 $15,439.30 $19.00
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Jul 99 $26.36 7,240 0 0 7,240 $15,902.48 $19.00
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Aug 99 $26.36 7,240 0 0 7,240 $15,902.48 $19.00
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Sep 99 $26.36 7,240 0 0 7,240 $15,902.48 $19.00
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Oct 99 $26.36 7,240 0 0 7,240 $15,902.48 $19.00
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Nov 99 $26.36 7,240 0 0 7,240 $15,902.48 $19.00
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Dec 99 $26.36 7,240 0 0 7,240 $15,902.48 $19.00
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Jan 2000 - $26.36 7,240 10,218 5,361 22,819 $50,125.74 $19.00
Feb 2000
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Mar 2000 $26.36 7,240 10,218 5,361 22,819 $50,125.74 $19.00
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Apr 2000 - $26.36 7,240 10,218 5,361 22,819 $50,125.74
Jun 2000
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Jul 2000 - $27.15 7,240 10,218 5,361 22,819 $51,627.99
Jun 2001
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Jul 2001 - $27.96 7,240 10,218 5,361 22,819 $53,168.27
Jun 2002
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Jul 2002 - $28.80 7,240 10,218 5,361 22,819 $54,765.60
Jun 2003
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Jul 2003 - $29.66 7,240 10,218 5,361 22,819 $56,400.96
Jun 2004
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Jul 2004 - $30.55 7,240 10,218 5,361 22,819 $58,093.37
Jun 2005
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Jul 2005 - $31.47 7,240 10,218 5,361 22,819 $59,842.83
Feb 2006
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Rent for Temporary Temporary Total Monthly
Office Office Space Rent
Space Monthly (exclusive
Square Feet Rent of Expense
Rent)
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July 98 $15,439.30
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Aug 98 $15,439.30
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Sep 98 $15,439.30
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Oct 98 $15,439.30
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Nov 98 $15,439.30
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Dec 98 13,468 $10,662.17 $26,101.47
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Jan 99 13,468 $21,324.33 $36,763.63
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Feb 99 13,468 $21,324.33 $36,763.63
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Mar 99 13,468 $21,324.33 $36,763.63
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Apr 99 13,468 $21,324.33 $36,763.63
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May 99 13,468 $21,324.33 $36,763.63
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Jun 99 13,468 $21,324.33 $36,763.63
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Jul 99 13,468 $21,324.33 $37,226.81
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Aug 99 13,468 $21,324.33 $37,226.81
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Sep 99 13,468 $21,324.33 $37,226.81
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Oct 99 13,468 $21,324.33 $37,226.81
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Nov 99 13,468 $21,324.33 $37,226.81
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Dec 99 13,468 $21,324.33 $37,226.81
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Jan 2000 - 13,468 $21,324.33 $71,450.07
Feb 2000
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Mar 2000 13,468 $10,662.17 $60,787.91
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Apr 2000 - $50,125.74
Jun 2000
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Jul 2000 - $51,627.99
Jun 2001
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Jul 2001 - $53,168.27
Jun 2002
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Jul 2002 - $54,765.60
Jun 2003
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Jul 2003 - $56,400.96
Jun 2004
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Jul 2004 - $58,093.37
Jun 2005
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Jul 2005 - $59,842.83
Feb 2006
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Exhibit 10.32
Exhibit "C"
Data Center Maintenance
1. Halon System
Electrical and mechanical inspection and testing, including wiring; detectors;
alarms, discharges, pull stations, abort and supervisory circuits; agent storage
containers; protected area - dampers, bottom door seals, weather-stripping,
caulking and foam sealant; battery standby and charger; wiring in the initiator
or system discharge circuits; and the control unit.
2. HVAC (Heating, Ventilation and Air Conditioning) Equipment
Maintenance of 3 BAC cooling towers, 3 centrifugal chillers, 29 air handlers, 2
Indeeco water heaters, 1 duplex air compressor, 4 peerless water pumps, 1
emergency water pump, 1 Xxxxxx Xxxxxxx panel and 1 sand filter.
3. UPS System
Maintenance of C&D wet cell batteries (currently 3 strings of 184 batteries per
string), 3 UPS modules and 1 UPS master unit.
4. Generators and Switchgear Panel
Maintenance of 3 generators and the switchgear panel.
