Exhibit
10.50


 


GALLERIA


 


ATLANTA


 


OFFICE
LEASE AGREEMENT


 


WORLDSPAN
L.P., a Delaware limited partnership


 


TABLE OF
CONTENTS


 


	
  TERM AND POSSESSION.

  
	
  MONTHLY RENTAL.

  
	
  OCCUPANCY AND USE.

  
	
  COMPLIANCE
  WITH LAWS.

  
	
  ALTERATIONS.

  
	
  REPAIR.

  
	
  LIENS.

  
	
  ASSIGNMENT AND SUBLETTING.

  
	
  INSURANCE AND
  INDEMNIFICATION.

  
	
  WAIVER OF SUBROGATION.

  
	
  SERVICE AND UTILITIES.

  
	
  ESTOPPEL CERTIFICATE.

  
	
  HOLDING OVER.

  
	
  SUBORDINATION.

  
	
  RE-ENTRY BY LANDLORD.

  
	
  INSOLVENCY OR BANKRUPTCY.

  
	
  DEFAULT AND REMEDIES.

  
	
  DAMAGE BY FIRE.

  
	
  CONDEMNATION.

  
	
  SALE BY LANDLORD.

  
	
  RIGHT OF LANDLORD TO
  PERFORM.

  
	
  SURRENDER OF PREMISES.

  
	
  WAIVER.

  
	
  NOTICES.

  
	
  CERTAIN RIGHTS
  RESERVED TO THE LANDLORD.

  
	
  SUCCESSORS AND ASSIGNS.

  
	
  ATTORNEY’S FEES.

  
	
  CORPORATE AUTHORITY.

  
	
  MORTGAGE APPROVALS.

  
	
  MISCELLANEOUS.

  
	
  QUIET ENJOYMENT.

  
	
  LANDLORD’S LIABILITY.

  
	
  NO ESTATE.

  



 

















 


	
  LEASE EFFECTIVE DATE.

  
	
  RULES AND REGULATIONS.

  
	
  SPECIAL STIPULATION.

  



 


 


	
  EXHIBIT

  
	
   

  	
   

  
	
  A

  	
  RULES AND REGULATIONS

  
	
  C

  	
  ESTOPPEL CERTIFICATE

  
	
  D

  	
  FLOOR
  PLAN OF DEMISED PREMISES

  
	
  E

  	
  SPECIAL STIPULATIONS

  
	
  G

  	
  PARKING

  
	
  H

  	
  SUBORDINATION,
  NON-DISTURBANCE AND ATTORNMENT AGREEMENT

  
	
  I

  	
  CLEANING SPECIFICATIONS

  
	
  J

  	
  SECURITY
  SERVICES

  



 


2

















 


GALLERIA


 


ATLANTA


 


OFFICE
LEASE AGREEMENT


 


THIS LEASE is made as of the 6 day of December, 1995
between 300 Galleria Parkway Associates, a Texas limited partnership
(hereinafter called “Landlord”) and WORLDSPAN L.P., a Delaware limited
partnership (hereinafter called “Tenant”).


 


WITNESSETH:


 


Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord those premises (hereinafter called “Premises”) shown on Exhibit
“D” attached hereto and made a part thereof, being located in Atlanta
Galleria Office Tower No. 300, a multistory office building (the “Building”)
constructed on a parcel of land (the “Property”) bounded by I-285 on the North,
1-75 on the East, U.S. 41 on the West and Akers Mill Road on the South.


 


	
  Premises:

  	
  Atlanta Galleria-Office Tower No. 300,

  
	
   

  	
  300 Galleria Parkway

  
	
   

  	
  Atlanta, Cobb County, Georgia

  
	
   

  	
  Square Feet: 
  271,420  Suite Number
      2100       

  
	
   

  	
  Floor(s):  3,
  4, 5, 11, 14, 15, 16, 17, 18, 19, 20, 21, Basement

  
	
   

  	
  *See Exhibit “E”, “Special Stipulation” #1

  



 


 


1.             Term and Possession.


 


(a)           The
term of the Lease (the “Lease Term”) shall begin on September 1, 1997 and
shall terminate on December 31, 2004 (the “Expiration Date”), or until sooner
terminated as herein provided.


 


2.             Monthly Rental.  See
Exhibit “E”, “Special Stipulation” #2.


 


(a)           Tenant
recognizes that late payment of any rent or other sum due hereunder from Tenant
to Landlord will result in administrative expense to Landlord, the extent of
which additional expense is extremely difficult and economically impractical to
ascertain.  Tenant therefore agrees that
if rent or any other payment due hereunder from Tenant to Landlord remains unpaid
ten (10) days after said amount is due, the amount of such unpaid rent or other
payment shall be increased by a late charge to be paid to Landlord by Tenant in
an amount equal to five percent (5%) per month of the amount of the delinquent
rent or other payment.  The amount of
the late charge to be paid to Landlord by Tenant for any month for any month
shall be computed on the aggregate amount of delinquent rents and other
payments, including all accrued late charges then outstanding, and shall be
deemed to be rental for all purposes hereunder.  Tenant agrees that such amount is a reasonable estimate of the
loss and expense to be suffered by


 


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Landlord
as a result of such late payment by Tenant and may be charged by Landlord to
defray such loss and expense.  The
provisions of this paragraph in no way relieve Tenant of the obligation to pay
rent or other payments on or before the date on which they are due, nor do the
terms of this paragraph in any way affect Landlord’s remedies pursuant to
Paragraph 18 of this Lease in the event said rent or other payment is unpaid
after the date due.  See Exhibit “E”,
“Special Stipulation” #3.


 


3.             Occupancy and Use.


 


(a)           Tenant
shall use and occupy the Premises for general office purposes and for no other
use or purpose without the prior written consent of Landlord.


 


(b)           Tenant
shall not do or permit anything to be done in or about the Premises which will
in any way obstruct or interfere with the rights of other tenants or occupants
of the Building or injure or annoy them, nor use or allow the Premises to be
used for any improper, immoral, unlawful, or objectionable purposes or for any
business, use or purpose deemed to be disreputable or inconsistent with the
operation of a first class office building, nor shall Tenant cause or maintain
or permit any nuisance in, on, or about the Premises.  Tenant shall not commit or suffer the commission of any waste in,
on or about the Premises.


 


4.             Compliance With Laws.


 


(a)           Tenant
shall not use the Premises or permit anything to be done in or about the
Premises which will in any way conflict with any law, statute, ordinance, or
governmental rule, regulation or requirement now in force or which may
hereafter be enacted or promulgated. 
Tenant shall not do or permit anything to be done on or about the
Premises or bring or keep anything therein which will in any way increase the
rate of any insurance upon the Building in which the Premises are situated or
any of its contents or cause a cancellation of said insurance or otherwise affect
said insurance in any manner, and Tenant shall at its sole cost and expense
promptly comply with all laws, statutes, ordinances, and governmental rules,
regulations, or requirements now in force or which may hereafter be in force
and with the requirements of any board of fire underwriters or other similar
body now or hereafter constituted relating to or affecting the condition, use,
or occupancy of the Premises.


 


(b)           Tenant
shall not use, handle, store, deal in, discharge or fabricate any Hazardous
Materials (as herein defined) on or about the Premises.  Tenant shall indemnify Landlord (and anybody
claiming by, through, or under Landlord) from and against any and all claims,
damages, losses, costs, and expenses (including reasonable attorneys’ fees and
court costs) incurred by Landlord or anybody claiming by, through, or under
Landlord as a result of Tenant’s introduction of any Hazardous Materials on or
about the Premises or any environmental problems relating to the Premises which
are caused by or related to the delivery, deposit or creation of Hazardous
Materials to or within the Premises during the term of this Lease, except to
the extent caused by Landlord or Landlord’s agents or employees.  As used herein, “Hazardous Materials” means
any petroleum or chemical liquids or solids, liquid or gaseous products,
contaminants, oils, radioactive materials, asbestos, PCB’s, urea-formaldehyde,
or any


 


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toxic or
hazardous waste or hazardous substances, as those terms are used in (A) the
Resources Conservation Recovery Act, as amended by the Hazardous and Solid
Waste Amendments or 1984, 42 U.S.C. §§ 6901 et seq.; (B) the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et
seq.; (C) the Clean Water Act, 33 U.S.C. §§ 1251 et seq.; (D) the Toxic
Substances and Control Act, 15 U.S.C. §§ 2601 et seq.; (E) the Clean Air Act,
42 U.S.C. §§ 7401 et seq.; (F) any and all applicable environmental laws of the
State of Georgia; and (G) any and all other applicable federal, state or local
law governing hazardous substances, as such laws may be amended from time to
time.  See Exhibit “E”, “Special
Stipulation” #4.


 


5.             Alterations.  Tenant
shall not make or suffer to be made any alterations, additions, or improvements
in, on, or to the Premises or any part thereof without the prior written
consent of Landlord: and any such alterations, additions, or improvements in, on,
or to said Premises, except for Tenant’s movable furniture and equipment, shall
immediately become Landlord’s property and, at the end of the term hereof,
shall remain on the Premises without compensation to Tenant.  In the event Landlord consents to the making
of any such alterations, additions, or improvements by Tenant, the same shall
be made by Tenant, at Tenant’s sole cost and expense, in accordance with all
applicable laws, ordinances, and regulations and all requirements of Landlord’s
and Tenant’s insurance pollicies, and in accordance with plans and
specifications approved by Landlord, and any contractor or person selected by
Tenant to make the same, and all subcontractors, must first be approved in
writing by Landlord, or at Landlord’s option, the alteration, addition or
improvement shall be made by Landlord for Tenant’s account and Tenant shall
reimburse Landlord for the cost thereof upon demand.  Upon the expiration or sooner termination of the term herein
provided, Tenant shall, provided Landlord gives Tenant notice of required
removal at the time of its approval of such alteration, addition or
improvement, at Tenant’s sole cost and expense, forthwith and with all due
diligence remove any or all alterations, additions, or improvements made by or
for the account of Tenant, designated by Landlord to be removed, and Tenant
shall forthwith and with all due diligence, at its sole cost and expense,
repair and restore the Premises to their original condition.  See Exhibit “E”, “Special Stipulation” #5.


 


6.             Repair.  By taking possession of the Premises.  Tenant accepts the Premises as being in the
condition in which Landlord is obligated to deliver them and otherwise in good
order, condition and repair.  Tenant
shall, at all times during the term hereof at Tenant’s sole costs and expense,
keep the Premises and every part thereof in good order, condition and repair,
excepting ordinary wear and tear, damage thereto by fire, earthquake, act of
God or the elements.  Tenant shall upon
the expiration or sooner termination of the term hereof, unless Landlord
demands otherwise as in Paragraph 6 hereof provided, surrender to Landlord the
Premises and all repairs, changes, alterations, additions and improvements
thereto in the same condition as when received, or when first installed,
ordinary wear and tear, damage by fire, condemnation, earthquake, act of God,
or the elements excepted.  It is hereby
understood and agreed that Landlord has no obligation to alter, remodel, improve,
repair, decorate, or paint the Premises or any part thereof except as specified
in paragraph 19 hereof and the Work Letter


 


5

















 


Agreement,
and that no representations respecting the condition of the Premises or the
Building have been made by Landlord to Tenant, except as specifically herein
set forth.


 


7.             Liens.  Tenant shall keep the Premises free from any
liens arising out of any work performed, material furnished, or obligations
incurred by Tenant.  In the event that
Tenant shall not, within ten (10) days following Tenant’s notice of the
recordation of any such lien, cause the 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 shall deem proper, including payment of the claim giving
rise to such lien.  All such sums paid
by Landlord and all expenses incurred by it in connection therewith shall be
considered additional rent and shall be payable to Landlord by Tenant on demand
and with interest at the rate payable of four percent higher than the prime
commercial lending rate from time to time of SunTrust Bank in Atlanta, Georgia,
provided, however, that if such rate exceeds the maximum rate permitted by law,
the maximum lawful rate shall apply; the interest rate so determined is
hereinafter called the “Agreed Interest Rate”. 
Landlord shall have the right at all times to post and keep posted on
the Premises any notices permitted or required by law, or which Landlord shall
deem proper, for the protection of Landlord, the Premises, the Building, and
any other party having an interest therein, from mechanics’ and materialmen’s
liens, and Tenant shall give to Landlord at least five (5) business days prior
notice of commencement of any construction on the Premises.


 


8.             Assignment and
Subletting.


 


(a)           Tenant
shall not sell, assign, encumber or otherwise transfer by operation of law or
otherwise this Lease or any interest herein, sublet the Premises or any portion
thereof, or suffer any other person to occupy or use the Premises or any
portion thereof, without the prior written consent of Landlord which shall not
be unreasonably withheld or delayed as provided herein, nor shall Tenant permit
any lien to be placed on the Tenant’s interest by operation of law.  Tenant shall, by written notice, advise
Landlord of its desire from and after a stated date (which shall not be less
than thirty (30) days nor more than ninety (90) days after the date of Tenant’s
notice) to sublet the Premises or any portion thereof for any part of the term
hereof; and supply Landlord with such information, financial statements,
verifications and related materials as Landlord may reasonably request or
desire to evaluate the written request to sublet; Said notice by Tenant shall
state the name and address of the proposed subtenant, and Tenant shall deliver
to Landlord a true and complete copy of the proposed sublease with said notice.  Tenant agrees to pay to Landlord, promptly
after request therefor, the amount of all attorneys’ fees and expenses incurred
by Landlord in connection with any assignment or subletting issues or review of
documentation relating thereto.


 


(b)           Any
subletting or assignment hereunder by Tenant shall not result in Tenant being
released or discharged from any liability under this Lease.  As a condition to Landlord’s prior written
consent as provided for in this paragraph, the assignee or subtenant shall
agree in writing to comply with any be bound by all of the terms, covenants,
conditions, provisions and agreements of this Lease, and Tenant shall deliver
to Landlord promptly after


 


6

















 


execution,
an executed copy of each sublease or assignment and an agreement of said
compliance by each sublessee or assignee.


 


(c)           Landlord’s
consent to any sale, assignment, encumbrance, subletting, occupation, lien or
other transfer shall not release Tenant from any of Tenant’s obligations
hereunder or be deemed to be a consent to any subsequent occurrence.  Any sale, assignment, encumbrance,
subletting, occupation, lien or other transfer of this Lease which does not
comply with the provisions of this Paragraph 9 shall be void.


 


(d)           For
purposes of this Section, an assignment of stock or other ownership interest in
Tenant which constitutes a controlling interest in Tenant shall be deemed an
assignment within the meaning of and be governed by this Section.  See Exhibit “E”, “Special Stipulation” #6.


 


9.             Insurance
and Indemnification.


 


(a)           Landlord
shall not be liable to Tenant and Tenant hereby waives all claims against
Landlord for any injury or damages to any person or property in or about the
Premises by or from any cause whatsoever (unless caused by the negligence or
willful misconduct of Landlord or its agents or employees or by a default by
Landlord under this Lease), without limiting the generality of the foregoing,
whether caused by water leakage of any character from the roof, walls,
basement, or other portion of the Premises or the Building, or caused by gas,
fire, or explosion of the Building or the complex of which it is a part or any
part thereof.


 


(b)           Tenant
shall hold Landlord harmless from and defend and indemnify Landlord against any
and all claims or liability for any injury or damage to any person or property
whatsoever; (i) occurring in, on or about the Premises or any part thereof,
(ii) occurring in, on, or about any facilities (including, without limitation,
elevators, stairways, passageways or hallways), the use of which Tenant may
have in conjunction with other tenants of the Building, when such injury or
damage shall be caused in part or in whole by the act, neglect, fault of, or
omission of any duty with respect to the same by Tenant, its agents, servants,
employees, or invitees.  Tenant any and
all claims in any manner relating to any work or thing whatsoever done by
Tenant in or about, or any transactions of Tenant concerning, the Premises, and
will further indemnify, defend and save Landlord harmless against and from any
and all claims arising from any breach or default on the part of Tenant in the
performance of any covenant or agreement on the part of Tenant to be performed
pursuant to the terms of this Lease, or arising from any act or negligence of
Tenant, or any of its agents, contractors, servants, employees and licensees,
and from and against all costs, counsel fees, expenses and liabilities incurred
in connection with any such claim or action or proceeding brought thereon.  Furthermore, in case any action or
proceeding be brought against Landlord by reason of any claims or liability,
Tenant agrees to defend such action or proceeding at Tenant’s sole expense by
counsel reasonably satisfactory to Landlord. 
The provisions of this Lease with respect to any claims or liability
occurring prior to the termination or expiration of this Lease shall expressly
survive such termination or expiration of this Lease.


 


7

















 


(c)           Tenant
agrees to purchase at its own expense and to keep in force during the term of
this lease a policy or policies of worker’s compensation and comprehensive
general liability insurance, including personal injury and property damage,
with contractual liability endorsement, in the amount of One Million Dollars
($1,000,000) for property damage and One Million Dollars ($1,000,000) per
occurrence for personal injuries or deaths of persons occurring in or about the
Premises.  Said policies shall; (i) name
Landlord as an additional insured and insure Landlord’s contingent liability
under this Lease (except for the worker’s compensation policy, which shall
instead include a waiver of subrogation endorsement in favor of Landlord), (ii)
be used by an insurance company which is acceptable to Landlord and licensed to
do business in the State of Georgia, and (iii) provide that said insurance
shall not be canceled unless thirty (30) days prior written notice shall have
been given to Landlord.  Said policy or
policies or certificates thereof shall be delivered to Landlord by tenant upon
commencement of the term of the Lease and upon each renewal of said
insurance.  See Exhibit “E”, “Special
Stipulation” #7.


 


10.           Waiver of
Subrogation.  Each of
Landlord and Tenant hereby releases the other from any and all liability or
responsibility to the other or anyone claiming through or under them by way of
subrogation or otherwise for any loss or damage to property caused by fire or
any other perils insure in policies of insurance covering such property, even
if such loss or damage shall have been caused by the fault or negligence of the
other party, or anyone for whom such party may be responsible, including any
other tenants or occupants of the remainder of the Building in which the
Premises are located; provided, however, that this release shall be applicable
and in force and effect only to the extent that such release shall be lawful at
that time and in any event only with respect to loss or damage occurring during
such time as the releasor’s policies shall contain a clause or endorsement to
the effect that any such release shall not adversely affect or impair said
policies or prejudice the right of the releasor to coverage thereunder and then
only the extent of the insurance proceeds payable under such policies.  Each of Landlord and Tenant agrees that it
will request its insurance carriers to include in its policies such a clause or
endorsement.


 


11.           Service and
Utilities.


 


(a)           Landlord
shall maintain the public and common areas of the Building, including lobbies,
stairs, elevators, corridors and restrooms, the windows in the Building, the
mechanical, plumbing and electrical equipment serving the Building, and the
structure itself, in reasonably good order and condition except for damage
occasioned by the act of Tenant, which damage shall be repaired by Landlord at
Tenant’s expense.  In the event tenant
requires or needs to have one or more separate systems of either heating,
ventilating, air conditioning or other similar systems over and above that provided
by Landlord, the installation, care, expenses and maintenance of each such
system shall be borne by and paid for by Tenant.


 


(b)           Subject
to the provisions elsewhere herein contained and to the rules and regulations
of the Building, Landlord agrees to furnish to the Premises during ordinary
business hours (normal business hours are Monday through Friday 7:30 a.m.
through 6:00 p.m.,


 


8

















 


Saturday
7:30 a.m. through 1:00 p.m.) of generally recognized business days, to be
determined by Landlord (but exclusive, in any event, of Sundays and legal
holidays), heat and air-conditioning required for the comfortable use and
occupation of the Premises (to be provided comparable to other Class “A” office
buildings in the Galleria/I-75 area of Atlanta, Georgia), replacement of bulbs
for building standard fluorescent lights and non-building standard lights,
provided Tenants stocks the bulbs for all of Tenant’s non-building standard
lights, janitorial services during the times and in the manner that such
services are, in Landlord’s judgment, customarily furnished in comparable
office buildings in the immediate market area, and elevator service.  See Exhibit “E”, “Special Stipulation” #8.


 


Landlord shall provide additional or after-hours
heating or air-conditioning upon reasonable prior notice to Landlord given
within the time periods established by Landlord.  Tenant shall pay to Landlord a reasonable charge for such
services as determined from time to time by Landlord.  Tenant agrees to keep and cause to be kept closed all window
coverings, if any, when necessary because of the sun’s position, and Tenant
also agrees at all times to cooperate fully with Landlord and to abide by all
the regulations and requirements which Landlord may prescribe for the proper
functioning and protection of said heating, ventilating, and air-conditioning
system and to comply with all laws, ordinances and regulations respecting the
conservation of energy.  Wherever
heat-generating machines, excess lighting or equipment are used in the Premises
which affect the temperature otherwise maintained by the air-conditioning
system, Landlord reserves the right to install the cost of electricity and/or
water therefor, shall be paid by Tenant to Landlord upon demand by
Landlord.  Landlord agrees to furnish to
the Premises electricity for provisions of subparagraph 12 (c) below.  Landlord shall in no event be liable for any
interruption or failure of utility services on the Premises, but Landlord will
exercise due diligence to furnish uninterrupted service.


 


(c)           Tenant
will not without the written consent of Landlord use any apparatus or devise in
the Premises, including without limitation, electronic data processing
machines, punch card machines, and machines using excess lighting or furnished
or supplied for use of the Premises as general office space: nor connect with
electric current, except through existing electrical outlets in the Premises,
or water pipes, any apparatus or device for the purposes of using electrical
current or water.  If Tenant in
Landlord’s judgment shall require water or electric current or any other
resource in excess of that usually furnished or supplied for use of the
Premises as general office space (it being understood that such as excess may
result from the number of fixtures, apparatus and devices in use, the nature of
such fixtures, apparatus and devices, the hours of use, or any combination of
such factors), Tenant shall first procure the consent of Landlord, which
Landlord my refuse, to the use thereof, and Landlord may cause a special meter
to be installed in the Premises so as to measure the amount of water, electric
current or other resource consumed for any such other use.  The cost of any such meters and of
installation, maintenance, and repair thereof shall be paid for by Tenant, and
Tenant agrees to pay Landlord promptly upon demand by Landlord for all such
water, electric current or other resource consumed, as shown by said meters, at
the rates charged by the local public utility furnishing the same, plus any
additional expense insured in keeping account of the water, electric current or
other resource so consumed.  Landlord
shall not be in default hereunder or be liable 


 


9

















 


for any
damages directly or indirectly resulting from, nor shall the rental herein
reserved be abated by reason of (i) the installation, use or interruption of
use of any equipment in connection with the furnishing of any of the foregoing
utilities and services, (ii) failure to furnish or delay in furnishing any such
utilities or services when such failure or delay is caused by acts of God or
the elements, labor disturbances of any character, any other accidents or other
conditions beyond the reasonable control of Landlord, or by the making of
repairs or improvements to the Premises or to the Building, (iii) the
limitation, curtailment, rationing or restriction on use of water or
electricity, gas or any other form of energy or any other service utility whatsoever
serving the Premises or the Building. 
Furthermore, Landlord shall be entitled to cooperate voluntarily in a
reasonable manner with the efforts of national state or local government
agencies or utilities suppliers in reducing energy or other resources
consumption.


 


(d)           Any
sums payable under this Paragraph 12 shall be considered additional rent and
may be added to any installment of rent thereafter becoming due, and Landlord
shall have the same remedies for a default in payment of such sums as for a default
in the payment of rent.


 


(e)           Tenant
shall not provide any janitorial services without Landlord’s written consent
and then only subject to supervision of Landlord and by a janitorial contractor
or employees at all times satisfactory to Landlord.  Any such services provided by Tenant shall be at Tenant’s sole
risk and responsibility.


 


12.           Estoppel
Certificate.  Within
seven (7) days following September 1, 1997 or any written request which
Landlord may make from time to time. 
Tenant shall execute and deliver to Landlord a certificate substantially
in the form attached hereto as Exhibit “C” and make a part hereof,
indicating thereon any exceptions thereto which may exist at that time.  Failure of Tenant to execute and deliver
such certificate shall at Landlord’s option constitute a default hereunder to
constitute an acceptance of the Premises and acknowledgement by Tenant that the
statements included in Exhibit “C” statement delivered pursuant to this
paragraph may be relied upon by Landlord or by any mortgagee, beneficiary,
purchaser or prospective purchaser of the Building or any interest therein or
anyone to whom Landlord may provide said certificate.


 


13.           Holding Over.  Tenant will, at the termination of this
Lease by lapse of time or otherwise, yield up immediate possession to
Landlord.  If Tenant retains possession
of the Premises or any part thereof after such termination, then Landlord may,
at its option, serve written notice upon Tenant that such holding over
constitutes any one of (i) renewal of this Lease for one year, and from year to
year thereafter, (ii) creation of a month to month tenancy, upon the terms and
conditions set forth in this Lease, or (iii) creation of a month to month
tenancy, upon the terms and conditions set forth in this Lease, or (iii)
creation of a tenancy of sufferance, in any case upon the terms and conditions
set forth in this Lease; provided, however, that the monthly rental (or daily
rental under (iii)) shall, in addition to all other sums which are to be paid
by Tenant hereunder, whether or not as additional rent, be equal to one hundred
twenty-five percent (125%) the rental being paid monthly to Landlord under this
Lease immediately prior to such termination (prorated in the case of (iii) on
the basis of a 365 day year for each day Tenant


 


10

















 


remains
in possession).  If no such notice is
served, then a tenancy at sufferance shall be deemed to be crated at the rent
in the preceding sentence.  Tenant shall
also pay to Landlord all damages sustained by Landlord resulting from retention
of possession by Tenant, including the loss of any proposed subsequent tenant
for any portion of the Premises.  The
provisions of this paragraph shall not constitute a waiver by Landlord of any right
of reentry as herein set forth; nor shall receipt of any rent or any other act
in apparent affirmance of the tenancy operate as a waiver of the right to
terminate this Lease for a breach of any of the terms, covenants, or
obligations herein on Tenant’s part to be performed.


 


14.           Subordination.  This Lease shall be subject and subordinate
to: (a) all ground leases or underlying leases which may now exist or hereafter
be executed affecting the Building or the land upon which the Building is
situated or both, and (b) the lien or interest of any mortgage or deed to
secure debt which may now exist or hereafter be executed in any amount for
which said Building, land, ground leases or underlying leases, or Landlord’s
interest or estate in any of said items is specified as security.  Notwithstanding the foregoing, Landlord
shall have the right to subordinate or cause to be subordinated any such ground
leases or underlying leases or any such liens or interests of mortgages or
deeds to secure debt o this Lease.  In
the event that any ground lease or underlying lease terminates for any reason
or any mortgage or deed to secure debt is foreclosed or a conveyance in lieu of
foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in interest to
Landlord at the option of such successor in interest provided such mortgagee or
ground lessor has agreed to recognize Tenant’s rights under this Lease.  Tenant agrees to execute such
non-disturbance and attornment agreements as the holder of any mortgage or deed
to secure debt on the Building may reasonably require. Landlord agrees to enter
into, and to cause any mortgagee to enter into, a subordination,
non-disturbance and attornment agreement in a form reasonably acceptable to
Tenant.  Tenant acknowledges that the
form set forth in Exhibit “11” 
attached hereto and made a part hereof is acceptable to Tenant.


 


15.           Re-Entry By Landlord.  Landlord reserves and shall at all times
have the rights to re-enter the Premises to inspect the same, to supply janitor
service and any other service to be provided by Landlord to Tenant hereunder,
to show said Premises to prospective purchasers mortgagees or tenants (only
within the last eighteen (18) months of the term hereof as to prospective
tenants), and to alter, improve, or repair the Premises and any portion of the
Building of which the Premises are a part or to which access is conveniently
made through the Premises, with out abatement of rend, and may for the purpose
erect, use, and maintain scaffolding, pipes, conduits, and other necessary
structures in and through the Premises where reasonably required by the
character of the work to be performed, provided that entrance to the Premises
shall not be blocked there by, and further provided that the business of Tenant
shall not be interfered with unreasonably. 
Tenant hereby waves any claim for damages for any injury or
inconvenience to or interference with Tenant’s business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned thereby,
unless said damage or loss resulted from Landlord’s negligence or willful
misconduct.  For each of the aforesaid
purposes.  Landlord shall at all times
have and retain a key with which to unlock all of the doors, in, upon, and
about the Premises, and Landlord shall have the right to use any and all means
which


 


11

















 


Landlord
may deem necessary or proper to open said doors in an emergency in order to
obtain entry to any portion of the Premises, and any entry to the Premises, or
portions thereof obtained by Landlord by any of said means, or otherwise, shall
not under any circumstances be construed or deemed to be forcible or unlawful
entry into or a detainer of , the Premises, or an eviction, actual or
constructive, of Tenant from the Premises or any portions thereof.  Landlord shall also have the right at any
time, without the same constituting an actual or constructive eviction and
without incurring any liability to Tenant therefor, to change the arrangement
and/or location of entrances or passage ways, doors and doorways and corridors,
elevators, stairs, toilets, or other public parts of the Building not within
the Premises.


 


16.           Insolvency or
Bankruptcy.  The
appointment of a received to take possession of all or substantially all of the
assets of Tenant, or an assignment of Tenant for the benefit of creditors, or
any action taken or suffered by Tenant under any insolvency, bankruptcy, or
reorganization act, shall at Landlord’s option constitute a breach of this
Lease by Tenant.  Upon the happening of
any such event or at any time thereafter, this Lease shall terminate five (5)
days after written notice of termination from Landlord to Tenant.  In no event shall this Lease be assigned or
assignable by operation of law or by voluntary or involuntary bankruptcy
proceedings or otherwise ad in no event shall this Lease or any rights or
privileges hereunder be an asset of Tenant under any bankruptcy, insolvency, or
reorganization proceedings.


 


17.           Default and
Remedies.  The following
events shall be deemed to be events of default by Tenant under this Lease:


 


(a)           Tenant
shall fail to pay when or before due any sum of money becoming due to be paid
to Landlord hereunder, whether such sum be any installment of the rent herein
reserved, any other amount treated as additional rent hereunder, or any other
payment or reimbursement to Landlord required herein, whether or not treated as
additional rent hereunder, and such failure shall continue for a period of five
(5) days from written notice from Landlord to Tenant that payment has not been
made when due and payable; provided, however, that Landlord shall not be
required to give such written notice more than two (2) times during any
calendar year during the Lease Term; or


 


(b)           Tenant
shall fail to comply with any term, provision or covenant of this Lease other
than by failing to pay when or before due any sum of money becoming due to be
paid to Landlord hereunder, and shall not cure such failure within (i) twelve
(12) hours after written notice to Tenant if the failure involves a condition
hazardous or dangerous to life or property or (ii) thirty (30) days after
written notice to Tenant in the case of any other failure; provided, however,
that if the default cannot be cured within such thirty (30) day period, no
default will exist as long as Tenant has initiated the cure and is diligently
prosecuting the same to completion, or


 


(c)           Tenant
shall create or allow to be created in or about the demised Premises any
condition or circumstance constituting a hazard to people or property, a
nuisance, a trespass, or other condition offensive to Landlord or others,
whether or not such condition or


 


12

















 


circumstance
rises to the level of a civil or criminal law violation or action and such
condition or circumstance shall not be removed within ten (10) days after
written notice from Landlord, or


 


(d)           Tenant
shall fail to vacate the Premises immediately upon termination of this Lease,
by lapse of time or otherwise, or upon termination of Tenant’s right to
possession only; or


 


(e)           If,
in spite of the provisions hereof, the interest of Tenant shall be levied upon
under execution or be attached by process of law or Tenant shall fail to
contest diligently the validity of any lien or claimed lien and give sufficient
security to Landlord to insure payment thereof or shall ail to satisfy any
judgement rendered thereon and have the same released, and such default shall
continue for thirty (30) days after written notice thereof to Tenant.


 


Upon the occurrence of any such events of default
described in this paragraph or elsewhere in this Lease, Landlord shall have the
option to pursue any one or more of the following remedies without any notice
or demand whatsoever except as otherwise provided in subparagraph 18(a), (b),
(d) or (f) above:


 


(aa)         Landlord
may, at its election, terminate this Lease or terminate Tenant’s right to
possession only, without terminating the Lease.


 


(bb)         Upon
any termination of this Lease, whether by lapse of time or otherwise, or upon
any termination of Tenant’s right to possession without termination of the
Lease.  Tenant shall surrender
possession and vacate the Premises immediately, (to the extent permitted by
law), and deliver possession thereof to Landlord, and Tenant hereby grants to
Landlord, to the extent permitted by law, full and free license to enter into
and upon the Premises in such event with or without process of law and to
repossess the Premises and to expel or remove Tenant and any others who may be
occupying or within the Premises and to remove any and all property therefrom,
without being deemed in any manner guilty of trespass, eviction or forcible
entry or detainer, and without incurring any liability for any damage resulting
therefrom:  Tenant hereby waiving any
right to claim damage for such reentry and expulsion, and without relinquishing
Landlord’s right to rent or any other right given to Landlord hereunder or by operation
of law.


 


(cc)         Upon
termination of this Lease, whether by lapse of time, by or in connection with a
dispossessory proceeding or otherwise. 
Landlord shall be entitled to recover as Landlord’s actual accrued
damages.  All rent, including any amount
treated as additional rent hereunder, and other sums due and payable by Tenant
on the date of termination, plus, as Landlord’s liquidated damages for the
balance of the stated term hereof and not as a forfeiture or penalty, the sum
of: (i) an amount equal to the then present value of the rent, including any
amounts treated as additional rent hereunder, and other sums provided herein to
be paid by Tenant for the residue of the stated term hereof, less the fair
rental value of the Premises for such residue of the stated term hereof, less
the fair rental value of the Premises for such residue (taking into account the
time and expenses necessary to obtain a replacement tenant or tenants,


 


13

















 


including expenses hereinafter described in subparagraph (dd)(ii)
relating to recovery of the Premises, preparation for reletting and for
reletting itself), and (ii) the cost of performing any other covenants which
would have otherwise been performed by Tenant.


 


(dd)         (i)            Upon termination of
the Lease or Tenant’s right to possession of the demised Premises, regardless
of whether such termination occurs as a result of a dispossessory proceeding,
distraint proceeding, exercise of right of termination, re-entry, lease
expiration or otherwise.  Tenants shall
remain liable for payment of all rent thereafter accruing and for performance
of all obligations thereafter performable under this Lease.  Landlord may, at Landlord’s option, enter
the Premises, remove Tenant’s signs and other evidences of tenancy, and take
and hold possession thereof as provided in subparagraph (bb) above, without
such entry and possession releasing Tenant from any obligation, including
Tenant’s obligation to pay rent, including any amounts treated as additional
rent, hereunder for the full term of the Lease.


 


(ii)           Landlord may, but need
not, relet the Premises or any part thereof for such rent and upon such terms
as Landlord in its sole discretion shall determine (including the right to
relet the Premises for a greater or lesser term than that remaining under this
Lease, the right to relet the Premises as a part of a larger area, and the
right to change the character and use made of the Premises) and Landlord shall
not be required to accept any tenant offered by Tenant or to observe any
instructions given by Tenant about such reletting.  In any case, Landlord may make repairs, alterations and additions
in or to the Premises, and redecorate the same to the extent Landlord deems
necessary or desirable, and Tenant shall, upon demand, pay the cost thereof,
together with Landlord’s expenses for reletting, including, without limitation,
any broker’s commission incurred by Landlord. 
If the consideration collected by Landlord upon any such reletting plus
any sums previously collected from Tenant are not sufficient to pay the full
amount of all rent, including any amounts treated as additional rent hereunder
and other sums reserved in this Lease for the remaining term hereof, together
with the costs of repairs, alterations, additions, redecorating, and Lessor’s
expenses of reletting and the collection of the rent accruing therefrom
(including attorney’s fees and broker’s commissions), Tenant shall pay to
Landlord, as Landlord’s liquidated damages and not as a forfeiture or penalty,
the amount of such deficiency upon demand and Tenant agrees that Landlord may
file suit to recover any sums falling due under this section from time to
time.


 


(ee)         Landlord
may, at Landlord’s option, enter into and upon the Premises, with or without
process of law, if Landlord determines in its sole discretion that Tenant is
not acting within a commercially reasonable time to maintain, repair or replace
anything for which Tenant is responsible hereunder, and correct the same,
without being deemed in any manner guilty of trespass, eviction or forcible
entry and detainer and without incurring any liability for any damage resulting
therefrom, and Tenant agrees to reimburse Landlord, on demand, as additional
rent, for any expenses which Landlord may incur in thus effecting compliance
with Tenant’s obligations under this Lease.


 


14

















 


(ff)           Any
and all property which may be removed from the Premises by Landlord pursuant to
the authority of the Lease or of law, to which Tenant is or may be entitled,
may be handled, removed and stored, as the case may be, by or at the direction
of Landlord at the risk, cost and expense of Tenant, and Landlord shall in no
event be responsible for the value, preservation or safekeeping thereof.  Tenant shall pay to Landlord upon demand,
any and all expenses incurred in such removal and all storage charges against
such property so long as the same shall be in Landlord’s possession or under
Landlord’s control.  Any such property
of Tenant not retaken by Tenant from storage within thirty (30) days after
removal from the Premises shall, at Landlord’s option, be deemed conveyed by
Tenant to Landlord under this Lease as by a bill of sale without further
payment or credit by Landlord to Tenant.


 


Pursuant to any of the foregoing remedies shall not
preclude pursuit of any of the other remedies provided or any other remedies
provided by law or available by law or available in equity (all such remedies
being cumulative) nor shall pursuit of any remedy herein provided constitute a
forfeiture or waiver of any rent due to Landlord hereunder or of any damages
accruing to Landlord by reason of the violation of any of the terms, provisions
and covenants herein contained. No act or thing done by Landlord or its agents
during the term hereby granted shall be deemed a termination of this Lease or
an acceptance of the surrender of the Premises, and no agreement to terminate
this Lease or accept a surrender of said Premises shall be valid unless in
writing signed by Landlord. No waiver by Landlord of any violation or breach of
party of the terms, provisions and covenants herein contained shall be deemed
or construed to constitute a waiver of any other violation or breach of any of
the terms, provisions and covenants herein contained. Landlord’s acceptance of
the payment of rental or other payments hereunder after the occurrence of an
event of default shall not be construed as a waiver of such default, unless
Landlord so notifies Tenant in writing. Forbearance by Landlord in enforcing
one or more of the remedies herein provided upon an event of default shall not
be deemed or considered a waiver of such default or of Landlord’s right to
enforce any such remedies with respect to such default or any subsequent default.
If, on account of any breach or default by Tenant in Tenants obligations under
the terms and conditions of this Lease, it shall become necessary or
appropriate for Landlord to employ or consult with an attorney concerning or to
enforce or defend any of Landlords rights or remedies hereunder, Tenant agrees
to pay reasonable attorneys fees so incurred.


 


Without limiting the foregoing, to the extent
permitted by law, Tenant hereby: (i) appoints and designates the Premises as a
proper place for service of process upon Tenant, and agrees that service of
process upon any officer or director of Tenant upon the Premises shall
constitute personal service of such process upon Tenant (provided, however,
Landlord does not hereby waive the right to serve Tenant with process by any
other lawful means).


 


18.           Damage by Fire, Etc.


 


(a)           If
the Building, improvements, or Premises are rendered partially or wholly
untenantable by fire or other casualty, and if such damage cannot in Landlord’s
reasonable estimation, be materially restored within one hundred eighty (180)
days of such


 


15

















 


damage,
then Landlord or Tenant may terminate this Lease as of the date of such fire or
casualty.  Landlord or Tenant shall
exercise its option provided herein by written notice to the other within sixty
(60) days of such fire or other casualty, provided that Landlord agrees not to
exercise its right to terminate this Lease pursuant to this subparagraph unless
it terminates all other leases of tenants in the Building similarly affected by
such casualty and that Landlord has the right to terminate as a result of such
casualty.  For purposes hereof, the
Building, improvements, or Premises shall be deemed “materially restored” if
they are in such condition as would not prevent or materially interfere with
Tenant’s use of the Premises for the purpose for which it was then being used.


 


(b)           If
this Lease is not terminated pursuant to Paragraph 19(a), then to the extent of
available insurance proceeds.  Landlord
shall proceed with all due diligence and repair and restore the Building,
improvements or Premises, as the case may be (except that Landlord may elect
not to rebuild if such damage occurs during the last three (3) years of the
term of this Lease exclusive of any option which is unexercised at the date of
such damage).


 


(c)           If
this Lease shall terminate pursuant to this Paragraph 19, the term of this
Lease shall end on the date of such damage as if that date had been originally
fixed in this Lease for the expiration of the term hereof.  If this Lease shall not be terminated by
Landlord pursuant to this Paragraph 19 and if the Premises is untenantable in
whole or in part following such damage, the rent payable during this period in
which the Premises is untenantable shall be reduced to such extent, if any, as
may be fair and reasonable under all of the circumstances.  In the event that Landlord shall fail to
complete such repairs and material restoration within two hundred forty (240)
days after the date of such damage, Tenant may at its option and as its sole
remedy terminate this Lease by delivering written notice to Landlord, whereupon
the Lease shall end on the date of such notice as if the date of such notice
were the date originally fixed in this Lease for the expiration of the term
hereof, provided, however, that if construction is delayed because of changes,
deletions, or additions in construction requested by Tenant, strikes, lockouts,
casualties, acts of God, war, material or labor shortages, governmental
regulations or control or other causes beyond the reasonable control of
Landlord, the period for restoration, repair or rebuilding shall be extended
for the amount of time Landlord is so delayed. 
Notwithstanding the foregoing to the contrary, any such termination by
Tenant shall be without prejudice to any rights and remedies available to
Tenant at law and equity, or under this Lease if Landlord has failed to comply
with the terms of subparagraph 19(b) above.


 


In no event shall Landlord be required to rebuild,
repair, replace any part of the partitions, fixtures, additions or other
improvements which may have been placed in or about the Premises by
Tenant.  Any insurance which may be
carried by Landlord or Tenant against loss or damage to the Building or
Premises shall be for the sole benefit of the party carrying such insurance and
under its sole control except that Landlord’s insurance may be subject to
control by (i) the holder or holders of any indebtedness secured by a mortgage
or deed to secure debt covering any interest of Landlord in the Premises, the
Building, or the Property, and/or (ii) the ground lessor of the Property.


 


16

















 


(d)           Notwithstanding
anything herein to the contrary, in the event the holder any indebtedness
secured by a mortgage or deed to secure debt covering the Premises, Building or
Property, or the ground lessor of the Property, requires that the insurance
proceeds be paid to it, then Landlord shall have the right to terminate this
Lease by delivering written notice of termination to Tenant within fifteen (15)
days after such requirement is made by any such person, whereupon the Lease
shall don the date of such damage as if the date of such damage were the date
originally fixed in this Lease for the expiration of the term.


 


(e)           In
the event of any damage or destruction to the Building or the Premises arty
peril covered by the provisions of this Paragraph 19, Tenant shall, upon notice
from Landlord, remove forthwith, at its sole cost and expense, such portion or
of the property belonging to Tenant or its licensees from such portion or all
of the Building or the Premises as Landlord shall reasonably request and Tenant
hereby indemnifies, defends and holds Landlord harmless from any loss,
liability, costs, and expenses, including attorneys’ fees, arising out of any
claim of damage or injury as a result of such removal.


 


19.           Condemnation.


 


(a)           If
an substantial part of the Building, improvements, or Premises should be taken
for arty public or quasi-public use under governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof, and the taking would prevent or materially interfere with the use of
the Building or Premises for the purpose for which it is then being used, this
Lease shall terminate effective when the physical taking shall occur in the
same manner as if the date of such taking were the date originally fixed in
this Lease for the expiration of the term hereof.  As used herein, “substantial part” shall mean more than twenty
percent (20%).


 


(b)           If
part of the Building, improvements, or Premises shall be taken for any public
or quasi-public use under any governmental law, ordinance or regulation, or by
right of eminent domain, or by private purchase in lieu thereof, and this Lease
is at terminated as provided in the subparagraph above, this Lease shall not
terminate but the rent payable hereunder during the unexpired portion of this
Lease shall be reduced to such extent, if any, as may be fair and reasonable
under all of the circumstances and Landlord shall undertake to restore the
Building, improvements, and Premises to a condition suitable for Tenant’s use,
as near to the condition thereof immediately prior to such making as is reasonably
feasible under all circumstances.


 


(c)           Tenant
shall not share in any condemnation award or payment in lieu thereof or in any
award for damages resulting from any grade change of adjacent streets, the same
being hereby assigned to Landlord by Tenant; provided, however, that Tenant may
separately claim and receive from the condemning authority, if legally payable,
compensation for Tenant’s removal and reluctant costs and for Tenant’s loss of
business and/or business interruption.


 


17

















 


(d)           Notwithstanding
anything to the contrary contained in this paragraph, if the temporary use or
occupancy of any part of the Premises shall be taken or appropriated under
power of eminent domain during the term of this Lease, this Lease shall be and
remain unaffected by such taking or appropriation and Tenant shall continue to
pay in full all rent payable hereunder by Tenant during the term of this Lease
in the event of any such temporary appropriation and taking.  Tenant shall be entitled to receive that
portion of any award which represents compensation for the use of or occupancy
of the Premises during the term of this Lease, and Landlord shall be entitled
to receive that portion of any award which represents the costs of restoration
of the Premises and the use and occupancy of the Premises after the end of this
Lease.


 


20.           Sale by Landlord.  In the event of a sale or conveyance by
Landlord of the Building, the same shall operate to release Landlord from any
future liability upon any of the covenants or conditions, express or implied,
herein contained in favor of Tenant only if the purchaser assumes all of the
Landlord’s future obligations hereunder and in such event Tenant agrees to look
solely to the responsibility of the successor in interest of Landlord in and to
this Lease.  Tenant agrees to attorn to
the purchase or assignee in any such sale.


 


21.           Right of
Landlord to Perform.  All
covenants and agreements to be performed by Tenant under any of the terms of
this Lease shall be performed by Tenant at Tenant’s sole cost and expense and
without any abatement of rent.  If
Tenant shall fail to perform any acts, covenants or agreements to be performed
by Tenant under any of the terms of this Lease or to pay any such sum of money,
other than rent, required to be paid by it hereunder, and such failure shall
continue for ten (10) days after written notice thereof by Landlord, Landlord
may, but shall not be obliged so to do, and without waiving or releasing Tenant
from any obligations of Tenant, make any such payment or perform any such act,
covenant or agreement on tenant’s part to be made or performed as in this Lease
provided.  All sums so paid by Landlord
or costs related to Landlord’s performance of such acts, covenants or agreements
and all necessary incidental costs, together with interest thereon at the
Agreed Interest Rate as defined in Paragraph 8 hereof from the date of such
payment by Landlord, shall be payable as additional rent to Landlord on demand,
and Tenant covenants to pay any such sums, and Landlord shall have, in addition
to any other right or remedy of the Landlord, the same rights and remedies in
the event of nonpayment thereof by Tenant as in the case of default by Tenant
in the payment of the rent.


 


22.           Surrender of
Premises.


 


(a)           Tenant
shall, at least one hundred eighty (180) days before the last day of the term
hereof, give to Landlord a written notice of intention to surrender the
Premises on that date, but nothing contained herein or in the failure of Tenant
to give such notice shall be construed as an extension of the term hereof or as
consent of Landlord to any holding over by Tenant.


 


(b)           By
the end of the term or any renewal thereof or other sooner termination of this
Lease, the Tenant will peaceably deliver up to the Landlord possession of the


 


18

















 


Premises,
together with all improvements, alterations or additions upon or belonging to
the same, by whomsoever made, in the same condition as received, or first
installed, ordinary wear and tear, damage by fire, earthquake, act of God, or
the elements alone excepted.  Tenant
shall, upon the termination of this Lease, remove all movable furniture,
equipment and computer and telephone cables belonging to Tenant, at Tenant’s
sole cost, title to which shall be in the name of Tenant until such
termination, repairing any damage cause by such removal. Property not so
removed shall be deemed abandoned by the Tenant, and title to the same shall
thereupon pass to Landlord.  Unless
otherwise agreed to in writing by Landlord, Tenant shall remove, at Tenant’s
sole cost, any or all permanent improvements or additions to the Premises
installed by or at the expense of Tenant and all movable furniture, equipment
and computer and telephone cables belonging to Tenant which may be left by
Tenant and repair any damage resulting from such removal.  See Exhibit “E”, “Special Stipulation” #21.


 


(c)           The
voluntary or other surrender of this lease by Tenant, or a mutual cancellation
thereof, shall not work a merger, and shall, at the option of the Landlord,
terminate all or any existing subleases or subtenancies, or may, at the option
of Landlord, operate as an assignment to it of any or all such subleases or
subtenancies.


 


23.           Waiver.  If either Landlord or Tenant waives the
performance of any term, covenant or condition contained in this Lease, such
waiver shall not be deemed to be a waiver of any subsequent breach of the same
or any other term, covenant or condition contained herein.  Furthermore, the acceptance of rent by
Landlord shall not constitute a waiver of any preceding reach by Tenant of any
term, covenant or condition of this Lease, regardless of Landlord’s knowledge
of such preceding breach at the time Landlord accepted such rent.  Failure by Landlord or Tenant to enforce any
of the terms, covenants or conditions of this Lease for any length of time
shall not be deemed to waive or to decrease the right of Landlord or Tenant to
insist thereafter upon strict performance by Tenant or Landlord.  Waiver by Landlord or any term, covenant or
condition contained in this Lease may only be made by a written document signed
by Landlord.


 


24.           Notices.  Whenever any notice, demand or request is
required or permitted hereunder, such notice, demand or request shall be
hand-delivered in person or sent by United States Mail, registered, postage
prepaid, to the addresses set forth below:


 


	
   

  	
  If to Landlord:

  	
  300 Galleria Parkway Associates

  
	
   

  	
   

  	
  c/o Childress Klein Properties

  
	
   

  	
   

  	
  300 Galleria Parkway, N.W.

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Atlanta, Georgia 30339

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
  WORLDSPAN L.P.

  
	
   

  	
   

  	
  Law Department

  
	
   

  	
   

  	
  300 Galleria Parkway

  
	
   

  	
   

  	
  Suite 2000

  



 


19

















 


	
   

  	
   

  	
  Atlanta, GA 
  30339

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Tenant:

  	
  WORLDSPAN L.P., a Delaware Limited Partnership

  
	
   

  	
   

  	
  300 Galleria Parkway

  
	
   

  	
   

  	
  Suite 2100

  
	
   

  	
   

  	
  Atlanta, GA 
  30339

  
	
   

  	
   

  	
  ATTN:  Vice
  President of Financial Planning and Administration

  



 


Any notice, demand or request which shall be served
upon either of the parties in the manner aforesaid shall be deemed sufficiently
given for all purposes hereunder (i) at the time such notices, demands or
requests are held-delivered in person or (ii) on the third day after the
mailing of such notices, demands or requests in accordance with the preceding
portion of this paragraph.


 


Either Landlord or Tenant shall have the right from
time to time to designate by written notice to the other party such other
places in the United States as Landlord or Tenant may desire written notice to
be delivered or sent in accordance herewith; provided, however, at no time
shall either party be required to send more than an original and two copies of
any such notice, demand or request required or permitted.


 


25.           Certain
Rights Reserved to the Landlord.  Landlord reserves and may exercise the following rights without
affecting Tenant’s obligations hereunder:


 


(a)           To
designate all sources furnishing toilet supplies, lamps and bulbs used in the
Premises;


 


(b)           to
retain at all times pass keys to the Premises;


 


(c)           To
grant to anyone the exclusive right to conduct any particular business or
undertaking in the Building in keeping with the office nature of the Building;


 


(d)           To
close the Building after regular work hours and on legal holidays subject,
however, to Tenant’s right to admittance on a twenty-four hours basis under
such reasonable regulations as Landlord may prescribe from time to time, which
may include by way of example but not of limitation, that persons entering or
leaving the Building register and provide sufficient forms of identification to
a watchman and that said persons establish their rights to enter or leave the
Building; and


 


(e)           To
take any and all measures, including inspections, repairs, alterations,
decorations, additions and improvements to the Premises or the Building, and
identification and admittance procedures for access to the Building as may be
necessary or desirable for the safety, protection, preservation security of the
Premises or the Building or Landlord’s interest, or as may be necessary or
desirable in the operation of the Building.


 


20

















 


Landlord may enter upon the Premises and may exercise any or all of the
foregoing rights hereby reserved without being deemed guilty of an eviction or
disturbance of Tenant’s use or possession and without being liable in any
manner to Tenant and without abatement of rent or affecting any of Tenant’s
obligations hereunder.


 


26.           Successors and
Assigns.  Subject to the
provisions of Paragraph 9 hereof, the terms, covenants and conditions contained
herein shall be binding upon and inure to the benefit of the heirs, successors,
executors, administrators and assigns of the parties hereto.


 


27.           Attorney’s Fees.  In the event that any action or proceeding
is brought to enforce any term, covenant or condition of this Lease on the part
of Landlord or Tenant, the prevailing party in such litigation shall be
entitled to reasonable attorneys’ fees to be fixed by the Court in such action
or proceeding.


 


28.           Corporate Authority.  If Tenant signs as a corporation, each of
the persons executing this Lease on behalf of Tenant does hereby covenant and
warrant that Tenant is a duly authorized and existing corporation, that Tenant
has and is qualified to do business in Georgia, that the corporation has full
right and authority to enter into this Lease, and that each and both of the
persons signing on behalf of the corporation were authorized to do so.  Upon Landlord’s request, Tenant shall
provide Landlord with evidence reasonably satisfactory to Landlord confirming
the foregoing covenants and warranties. 
If Tenant signs as any other legal entity, Tenant shall provide Landlord
with reasonable evidence of authority.


 


29.           Mortgage Approvals.  Any provisions of this Lease requiring the
approval or consent of Landlord shall not be deemed to have been unreasonably
withheld if any mortgagee (which shall include the holder of any deed to secure
debt) of the Premises.  Building or
Property or any portion thereof shall refuse or withhold its approval or consent
thereto.  Any requirement of Landlord
pursuant to this Lease which is imposed pursuant to the direction of any such
mortgagee shall be deemed to have been reasonably imposed by Landlord if made
in good faith.


 


30.           Miscellaneous.  (a) The paragraph headings herein are for
convenience of reference and shall in no way define, increase, limit, or
describe the scope or intent of any provision of this Lease.  The term “Landlord” as used in this Lease
shall include the Landlord, its successors and assigns.  In any case where this Lease is signed by
more than one person, the obligations hereunder shall be joint and
several.  The term “Tenant” or any
pronoun used in place thereof shall indicate and include the masculine or
feminine, the singular or plural number, individuals, firms or corporations,
and their and each of their respective successors, executors, administrators,
and permitted assigns, according to the context hereof.


 


(b)           Time
is of the essence of this Lease and all of its provisions.  This Lease shall in all respects be governed
by the laws of the State of Georgia. 
This Lease, together with its exhibits, contains all the agreements of
the parties hereto and supersedes any previous negotiations.  There have been no representations made by
the Landlord or understandings made between the parties other than those set
forth in this Lease and its exhibits. 
This Lease may not


 


21

















 


be
modified except by a written instrument by the parties hereto.  This Lease shall supersede all prior leases
with Tenant with respect to the Premises or any portion thereof as such leases
expire.


 


(c)           If
for any reason whatsoever any of the provisions hereof shall be unenforceable
or ineffective, all of the other provisions shall be and remain in full force
and effect.


 


(d)           All
obligations of Tenant or Landlord hereunder not fully performed as of the
expiration or earlier termination of the term at this Lease shall survive the
expiration or earlier termination of the term hereof.


 


(e)           If
any clause, phrase, provision or portion of this Lease or the application
thereof to any person or circumstance shall be invalid or unenforceable under
applicable law, such event shall not affect, impair or render invalid or
unenforceable the remainder of this Lease or any other clause, phrase,
provision or portion hereof, nor shall it affect the application of any clause,
phrase, provision or portion hereof to other persons or circumstances, and it
is also the intention of the parties to this Lease that in lieu of each such
clause, phrase, provision or portion of this Lease that is invalid or
unenforceable, there be added as part of this Lease a clause, phrase, provision
or portion as similar in terms to such invalid or unenforceable clause, phrase,
provision or portion as may be possible and be valid and enforceable.


 


(f)            Whenever
a period of time is herein prescribed for action to be taken by Landlord or
Tenant, the Landlord or Tenant shall not be liable or responsible for, and
there shall be excluded from the computation for any such period of time, any
delays due to causes of any kind whatsoever which are beyond the control of
Landlord; provided, however, that his provision shall not apply to Tenant’s
obligations to pay rent under this Lease or to any other obligations of Tenant
under this Lease involving, relating to, or that can be performed by the making
of payments to Landlord or any other party.


 


(g)           Notwithstanding
any other provisions of this Lease to the contrary, if the terms of this Lease
hereof shall not have occurred before the twentieth (20th)
anniversary of the date hereof, this Lease shall be null and void and neither
party shall have any liability or obligation to the other hereunder.  The purposes and intent of this provision is
to avoid the application or the rule against perpetuities to this Lease.


 


31.           Quiet Enjoyment.  Landlord represents and warrants that it has
full right and authority to enter into this Lease and that Tenant, while paying
the rental and performing its other covenants and agreements herein set forth,
shall peaceably and quietly have, hold and enjoy the Premises for the terms
hereof without hindrance or molestation from Landlord or any other party,
subject to the terms and provisions of this Lease.  Landlord shall not be liable for any interference, nuisance or
disturbance by other tenants or third parties, nor shall Tenant be released
from any of the obligations of this Lease because of such interference,
nuisance or disturbance.  At Tenant’s
request, Landlord shall use reasonable efforts to cause any other tenant


 


22

















 


causing
such interference, nuisance or disturbance to comply with such tenant’s lease
obligations relating to such interference, nuisance or disturbance.


 


32.           Landlord’s
Liability.  Any liability
of Landlord hereunder shall be enforceable only out of the assets of Landlord
including Landlord’s interest in the Building, the Property and all
improvements constructed on the Property, and in no event out of the separate
assets of any partner of Landlord.


 


33.           No Estate.  This contract shall create the relationship
of Landlord and Tenant, and no estate shall pass out of Landlord.  Tenant has only a usufruct, not subject to
levy and sale and not assignable by Tenant, except as provided for herein and
in compliance herewith.


 


34.           Lease Effective Date.  Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of or
opinion for lease, and it is not effective as a lease or otherwise until
execution and delivery by both Landlord and Tenant.


 


35.           Rules and
Regulations.


 


(a)           Tenant
shall faithfully observe and comply with the rules and regulations printed on
or annexed to this Lease as Exhibit “A” which is attached hereto and
made a part hereof and all reasonable modifications thereof and additions
thereto from time to time put into effect by Landlord provided that all rules
and regulations now in effect or which may be enacted by Landlord in the future
shall be enforced only in a non-discriminatory manner with respect to Tenant
and shall not in any event be construed to modify, alter or amend the
provisions of this Lease.  Landlord
shall supply Tenant with any changes or amendments to said rules.  Landlord shall not be responsible for the
nonperformance by any other tenant or occupant of the Building of any of said
rules and regulations.  Tenant shall
faithfully observe and comply with the rules and regulations put into effect
from time to time by the owners of other buildings and property within the
Atlanta Galleria complex.  Tenant will
be responsible for causing its employees, customers, subtenants, licensees,
invitees, agents, concessionaires and contractors to comply with all such rules
and regulations.


 


(b)           Tenant
acknowledges and agrees that Landlord may insist upon compliance with and
enforce the rules and regulations as well as any laws, statutes, ordinances or
governmental rules or regulations as mentioned in Paragraph 5 above, and may,
pursuant to the Georgia Criminal Trespass Statute (Official Code of Georgia
Annotated, Section 16-7-21), prohibit any person including any of Tenant’s
employees, agents, customers, licensees, guests, invitees, concessionaires, or
contractors from entering or remaining upon all or any portion of the Building,
including the Premises, or any other building or property within the Atlanta
Galleria complex, including the hotel, office towers, parks, gardens, roadways,
parking lots, parking decks, performance stages, and all other buildings, land
or property, if Landlord determines in its sole discretion that said person has
not complied with any law, ordinance, rule or regulation or poses a threat to
the safety, welfare or health of any person or to the maintenance or
orderliness of the administration of the Building.  Tenant further agrees that it shall not interfere with or


 


23

















 


object
to Landlord’s enforcement of any such laws, ordinances, rules and regulations
including Official Code of Georgia Annotated, Section 16-77-21 or any
similar statute.


 


36.           Special Stipulation.  Special Stipulations to this Lease are set
forth on Exhibit “E” attached hereto and made a part hereof.  In the event of any conflict between any
provision set forth in Exhibit “E” and any provision contained elsewhere
in this Lease, the former in all events shall supersede, prevail and control.


 


24

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Lease the day and year first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  300 Galleria Parkway Associates,

  
	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Donald
  Childress

  	
   

  
	
   

  	
   

  	
  J. Donald
  Childress,

  
	
   

  	
   

  	
  sole General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN L.P., a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (L.S.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (L.S.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mike Buchman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mike Buchman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (CORPORATE SEAL)

  	
   

  
										



 


Peterson Properties hereby joins in this Lease for the purpose of agreeing
to the provisions in Exhibit “E”, Special Stipulation #14 of this Lease.  Peterson Properties acknowledges and agrees
that Peterson Properties shall not be a necessary party to any amendments to
this Lease except to the extent that such amendments alter Peterson Properties’
rights or obligations under said Special Stipulation #14.


 


	
   

  	
  PETERSON PROPERTIES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert E.
  Peterson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert E.
  Peterson

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
						



 


25

















 


EXHIBIT “A”


 


RULES AND REGULATIONS


 


1.             Sidewalks, halls,
passages, exits, entrances, elevators, escalators and stairways shall not be
obstructed by Tenants or used by them for any purpose other than for ingress
and egress from their respective Premises. 
The halls, passages, exits, entrances, elevators and stairways are not
for the use of the general public and Landlord shall in all cases retain the
right to control and prevent access thereto by all persons whose presence, in
the judgment of Landlord, shall be prejudicial to the safety, character,
reputation and interests of the Building and its Tenants, provided that nothing
herein contained shall be construed to prevent such access to persons with whom
any Tenant normally deals in the ordinary course of such Tenant’s business
unless such persons are engaged in illegal activities.  No Tenant, and no employees or invitees of
any Tenant, shall go upon the roof of the building, except as authorized by
Landlord.


 


2.             No sign, placard,
picture, name, advertisement, notice or other such item visible from the
exterior of Premises shall be inscribed, painted, illuminated, affixed,
installed or otherwise displayed by any tenant either on its Premises or any
part of the Building without the prior written consent of Landlord, and
Landlord shall have the right to remove any such sign, placard, picture, name,
advertisement, notice or other such item without notice to and at the expense
of Tenant.


 


If Landlord shall have given such consent to any
Tenant at any time, whether before or after the execution of the Lease, such
consent shall in no way operate as a waiver or release of any of the provisions
hereof or of such Lease, and shall be deemed to relate only to the particular
sign, placard, picture, name, advertisement or notice so consented to by
Landlord and shall not be construed as dispensing with the necessity of
obtaining the specific written consent of Landlord with respect to any other
such sign, placard, picture, name, advertisement or notice.


 


All approved signs or lettering on doors and walls
shall be printed, painted, affixed and inscribed at the expense of the Tenant
by a person approved by Landlord.


 


3.             The bulletin board or
directory of the Building will be provided exclusively for the display of the
name and location of Tenants only and Landlord reserves the right to exclude
any other names therefrom, including the names of any subtenants of Tenant.


 


4.             No curtains,
draperies, blinds, shutters, shades, screens or other coverings, awnings,
hangings or decorations shall be attached to, hung or placed in, or used in
connection with, any window or door on any Premises without the prior written
consent of Landlord.  In any event with
the prior written consent of Landlord, all such items shall be installed
inboard of Landlord’s standard window covering and shall in no way be visible
from the exterior of the Building.  No
articles shall be placed or kept on the window sills so as to


 


26

















 


be visible from the
exterior of the Building.  No articles
shall be placed against glass partitions or doors which might appear unsightly
from outside Tenant’s Premises.


 


5.             Landlord reserves the
right to exclude from the building between the hours of 6 pm and 8 am on Monday
through Friday and at all hours on Saturdays, Sundays, and holidays all persons
who are not Tenants or their accompanied guests in the Building.  Each Tenant shall be responsible for all
persons for whom it allows to enter the Building and shall be liable to
Landlord for all acts of such persons.


 


Landlord shall in no case be liable for damages for
error with regard to the admission to or exclusion from the Building of any
person.


 


During the continuance of any invasion, mob, riot,
public excitement or other circumstances rendering such action advisable in
Landlord’s opinion, Landlord reserves the right to prevent access to the
Building by closing and/or locking the doors, or otherwise, for the safety of
Tenants and protection of the Building and property in the Building.


 


6.             No Tenant shall
employ any persons for the purpose of cleaning Premises unless otherwise agreed
to by Landlord in writing.  Except with
the written consent of Landlord no person or persons other than those approved
by Landlord shall be permitted to enter the Building for the purpose of
cleaning same.  No Tenant shall cause
any unnecessary labor by reason of such Tenant’s carelessness or indifference
in the preservation of good order and cleanliness of the Premises.  Landlord shall in no way be responsible to
any tenant for any loss of property on the Premises, however occurring, or for
any damage done to the effects of any Tenant by the janitor or any other
employee or any other person.


 


7.             No Tenant shall
obtain or maintain for use upon its Premises or the Building coin-operated or
other vending machines or accept barbering or bootblacking services in its
Premises or in the Building except from persons authorized by Landlord.


 


8.             Each Tenant shall see
that all doors of its Premises are closed and securely locked and must observe
strict care and caution that all water faucets, water apparatus, coffee makers
and any other electrical appliances or equipment are entirely shut off before
the Tenant or its employees leave such Premises, and that all utilities shall
likewise be carefully shut off so as to prevent waste or damage, and for any
default or carelessness the Tenant shall make good all injuries sustained by
other Tenants or occupants of the Building of Landlord.  On multiple tenancy floors, all Tenants
shall keep the door or doors to the Building corridors closed at all times
except for ingress and egress.


 


9.             As more specifically
provided in the Tenant’s Lease of the Premises, Tenant shall not waste
electricity, water or air-conditioning and agrees to cooperate fully with
Landlord to assure the most effective operation of the Building’s heating and
air-conditioning, and shall refrain from attempting to adjust any controls.


 


27

















 


10.           No Tenant shall alter
any lock or access device or install a new or additional lock or access device
or any bolt on any door of its Premises without the prior written consent of
Landlord.  If Landlord shall give its
consent, Tenant shall in each case furnish Landlord with a key for any such
lock.


 


11.           No Tenant shall make or
have made additional copies of any keys or access devices provided by
Landlord.  Each Tenant, upon the
termination of the Tenancy, shall deliver to Landlord all the keys or access
devices for the Building, offices, rooms and toilet rooms which shall have been
furnished Tenant or which Tenant shall have had made.  In the event of the loss of any keys or access devices so
furnished by Landlord, Tenant shall pay Landlord therefor.


 


12.           The toilet rooms,
toilets, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever, including, but not limited to, coffee grounds
shall be thrown therein, and the expense of any breakage, stoppage or damage
resulting from the violation of this rule shall be borne by the Tenant, who, or
whose employees or invitees, shall have caused it.


 


13.           No Tenant shall use or
keep in its Premises or the Building any kerosene, gasoline or inflammable or
combustible fluid or material other than limited quantities necessary for the
operation or maintenance of office equipment. 
No Tenant shall use any method of heating or air-conditioning other than
that supplied by Landlord.  In the event
flammable or combustible fluids or materials are permitted by Landlord in the
Premises, these materials must be maintained and secured so as to comply with
all laws, rules and regulations governing such materials, including but not
limited to, all fire codes.


 


14.           No Tenant shall use,
keep or permit to be used or kept in its Premises any foul or noxious gas or
substance or permit or suffer such Premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building by reason
of noise, odors and/or vibrations or interfere in any way with other Tenants or
those having business therein, nor shall any animals or birds be brought or
kept in or about any Premises of the Building.


 


15.           No cooking shall be
done or permitted by any Tenant on its Premises without the consent of Landlord
(except that use by the Tenant of Underwriters’ Laboratory approved equipment
for the preparation of coffee, tea, hot chocolate and similar beverages for
Tenants and their employees shall be permitted, provided that such equipment
and use is in accordance with applicable federal, state and city laws, codes,
ordinances, rules and regulations) nor shall Premises be used for lodging.


 


16.           Except with the prior
written consent of Landlord, no Tenant shall sell, permit the sale, at retail,
of newspapers, magazines, periodicals, theater tickets or any other goods or
merchandise in or on any Premises, nor shall Tenant carry on, or permit or
allow any employee or other person to carry on, the business of stenography,
typewriting or any


 


28

















 


similar business in or
from any Premises for the service or accommodation of occupants of any other
portion of the Building, nor shall the Premises of any Tenant be used for the
storage of merchandise or for manufacturing of any kind, or the business of a
public barber shop, beauty parlor, nor shall the Premises of any Tenant be used
for any improper, immoral or objectionable purpose, or any business activity
other than that specifically provided for in such Tenant’s lease.


 


17.           If Tenant requires
telegraphic, telephone, burglar alarm or similar services, it shall first
obtain, and comply with Landlord’s instructions in their installation.


 


18.           Landlord will direct
electricians as to where and how telephone, telegraph and electrical wires are
to be introduced or installed.  No
boring or cutting for wires will be allowed without the prior written consent
of Landlord.  The location of burglar
alarms, telephones, call boxes or other office equipment affixed to all
Premises shall be subject to the written approval of Landlord.


 


19.           No Tenant shall install
any radio or television antenna, loudspeaker or any other device on the
exterior walls or the roof of the Building. 
Tenant shall not interfere with radio or television broadcasting or
reception from or in the Building or elsewhere.


 


20.           No Tenant shall lay
linoleum, tile, carpet or any other floor covering so that the same shall be
affixed to the floor of its Premises in any manner except as approved in
writing by Landlord.  The expense of
repairing any damage resulting from a violation of this rule or the removal of
an floor covering shall be borne by the Tenant by whom, or by whose contractors,
employees or invitees, the damage shall have been caused.


 


21.           No furniture, freight,
equipment, materials, supplies, packages, merchandise or other property will be
received in the Building or carried up or down the elevators except between
such hours and in such elevators as shall be designated by Landlord.  In the event Landlord permits use of the
Building’s loading dock and/or elevators after normal Building hours, then
Landlord shall have the right to impose reasonable charges on Tenant for such
use.  Landlord shall have the right to
prescribe the weight, size and position of all safes, furniture, files,
bookcases or other heavy equipment brought into the Building.  Safes or other heavy objects shall, if
considered necessary by Landlord, stand on wood strips of such thickness as
determined by Landlord to be necessary to properly distribute the weight
thereof.  Landlord will not be
responsible for loss of or damage to any such safe, equipment or property from
any cause, and all damage done to the Building by moving or maintaining any
such safe, equipment or other property shall be repaired at the expense of
Tenant.


 


Business machines and mechanical equipment belonging
to Tenant which cause noise or vibration that may be transmitted to the
structure of the Building or to any space therein to such a degree as to be
objectionable to Landlord or to any tenants in the Building shall be placed and
maintained by Tenant, at Tenant’s expense, on vibration eliminators or


 


29

















 


other devices sufficient to eliminate noise or
vibration.  The persons employed to move
such equipment in or out of the Building must be acceptable to Landlord.


 


22.           No Tenant shall place a
load upon any floor of the Premises which exceeds the load per square foot
which such floor was designed to carry and which is allowed by law.  No Tenant shall mark, or drive nails, screws
or drill into, the partitions, woodwork or plaster or in any way deface such
Premises or any part thereof.


 


23.           There shall not be used
in any space, or in the public areas of the Building, either by Tenant or
others, any hand trucks except those equipped with rubber tires and side guards
or such other material-handling equipment as Landlord may approve.  No other vehicles of any kind shall be
brought by any Tenant into or kept in or about the Premises.


 


24.           Each Tenant shall store
all its trash and garbage within the interior of its Premises.  No materials shall be placed in the trash
boxes or receptacles if such material is of such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing of
trash and garbage in this area without violation of any law or ordinance
governing such disposal.  All trash,
garbage and refuse disposal shall be made only through entryways and elevators
provided for such purposes and at such times as Landlord may designate.


 


25.           Canvassing, soliciting,
distributing of handbills or any other written material, and peddling in the
Building are prohibited and each Tenant shall cooperate to prevent the same.  No Tenant shall make room-to-room
solicitation of business from other tenants in the Building.


 


26.           Landlord reserves the
right to exclude or expel from the Building any person who, in Landlord’s
judgment, is intoxicated or under the influence of alcohol or drugs or who is
in violation of any of the rules and regulations of the Building.


 


27.           Without the prior
written consent of Landlord, Tenant shall not use the name of the Building in
connection with or in promoting or advertising the business of Tenant except as
Tenant’s address.


 


28.           Tenant shall comply
with all energy conservation, safety, fire protection and evacuation procedures
and regulations established by Landlord or any governmental agency.


 


29.           Tenant assumes any and
all responsibility for protecting its Premises from theft, robbery and
pilferage, which includes keeping doors locked and other means of entry to the
Premises closed.


 


30.           The requirements of
Tenants will be attended to only upon application at the office of the Building
by an authorized individual.  Employees
of Landlord shall not perform any work or do anything outside of their regular
duties unless given special instructions from


 


30

















 


Landlord, and no
employees will admit any person (Tenant or otherwise) to any office without
specific instructions from Landlord.


 


31.           Landlord may waive any
one or more of these Rules and Regulations for the benefit of any particular
Tenant or Tenants, but no such waiver by Landlord shall be construed as a
waiver of such Rules and Regulations in favor of any other Tenant or Tenants,
nor prevent Landlord from thereafter enforcing any such Rules and Regulations
against any or all Tenants of the Building.


 


32.           Landlord reserves the
right to make such other and reasonable rules and regulations as in its
judgment may from time to time be needed for safety and security, for care and
cleanliness of the Building and for the preservation of good order
therein.  Tenant agrees to abide by all
such Rules and Regulations herein above stated and any additional rules and
regulations which are adopted.


 


33.           All wallpaper or vinyl
fabric materials which Tenant may install on painted walls shall be applied
with a strippable adhesive.  The use of
non-strippable adhesives will cause damage to the walls which materials are
removed, and repairs made necessary thereby shall be made by Landlord at
Tenant’s expense.


 


34.           All work proposed by
Tenant in the Premises must be pre-approved by Landlord.  Tenant will refer all contractors,
contractors representatives and installation technicians, rendering any service
to Tenant, to Landlord for Landlord’s supervision, approval and control before
performance of any contractual service. 
This provision shall apply to all work performed in the Premises and
other portions of the Building, including installations of telephones,
telegraph equipment, electrical devices and attachments and installations of
any nature affecting floors, walls, woodwork, trim, windows, ceilings,
equipment or any other physical portion of the Building.


 


35.           Tenant shall give
prompt notice to Landlord of any accidents to or defects in plumbing,
electrical fixtures, or heating apparatus so that such accidents or defects may
be attended to properly.


 


36.           Tenant shall be
responsible for the observance of all of the foregoing Rules and Regulations by
Tenant’s employees, agents, clients, customers, invitees and guests.


 


37.           These Rules and
Regulations are in addition to, and shall not be construed to in any way
modify, alter or amend, in whole or in part, the terms, covenants, agreements
and conditions of any Lease of Premises in the Building.


 


38.           Smoking of tobacco
products (including, but not limited to, cigarettes, cigars, pipes or similar
utensils) is expressly prohibited in the lobby, hallways, elevators, building
entrances, restrooms, stairwells and common areas in and around the
Building.  Tenant shall not permit any
of its employees, agents, servants, licensees, contractors or invitees to smoke
in those areas specified in the immediately preceding sentence.  Tenant further


 


31

















 


agrees either (i) to
prohibit smoking within the Premises, or (ii) if smoking is permitted by Tenant
within the Premises, to take at Tenant’s sole expense, such steps (which steps
may include, but not be limited to, installing exhaust equipment to supplement
the Building’s heating, ventilation and air conditioning system) as shall be
required by Landlord to avoid any infiltration of smoke from the Premises into
the space of other tenants or the common areas in the Building. To enable
smokers to have an area outside of the Building in which to smoke, the Landlord
shall designate from time to time specific areas where smoking is permitted.  Smokers are required to keep these
designated smoking areas clean, attractive and free of litter.


 


32

















 


EXHIBIT “C”


 


TENANT LEASE ETOPPEL CERTIFICATE


 


	
  Landlord:

  	
   

  	
  300 Galleria Parkway Associates, a Texas limited
  partnership.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  WORLDSPAN, L.P., a Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Premises:

  	
   

  	
  Floors 3, 4, 5, 11, 14, 15, 16, 17, 18, 19, 20, 21
  and Basement, 300 Galleria Parkway, Atlanta, Georgia.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Area:

  	
   

  	
  271,420 Sq. Ft.

  	
   

  	
  Lease Date:

  	
                           

  	
   

  
									



 


The undersigned Tenant under the above-referenced
lease (the “Lease”) hereby ratifies the Lease and certifies to 300 Galleria
Parkway Associates, a Texas limited partnership (“Landlord”) as owner of the
real property of which the premises demised under the Lease (the “Premises”) is
a part, as follows:


 


1.             That
the term of the Lease commenced
on                   ,
19       and the Tenant is in full and
complete possession of             square
feet of the Premises demised under the Lease and has commenced full occupancy
and use of such portion of the Premises, such possession having been delivered
by Landlord and having been accepted by the Tenant.


 


2.             That
the Lease calls for monthly rent installments of
$                  to
date and that the Tenant is paying monthly installments of rent of
$           which
commenced to accrue on
the            day
of                             ,
19      .


 


3.             That
no advance rental or other payment has been made in connection with the Lease,
except rental for the current month. 
There is no “free rent” or other concession under the remaining term of
the Lease, and the rent has been paid to and including
                             ,
19       .


 


4.             That
a security deposit in the amount of
$                  is
being held by Landlord, which amount is not subject to any set off or reduction
or to any increase for interest or other credit due to Tenant.


 


5.             That
all obligations and conditions under said Lease to be performed to date by
Landlord or Tenant have been satisfied, free of defenses and set-offs including
all construction work in the Premises.


 


6.             That
the Lease is a valid lease and in full force and effect and represents the
entire agreement between the parties; that there is no existing default on the
part of Landlord or the Tenant in any of the terms and conditions thereof and
no event has occurred which, with


 


33

















 


the passing of time or giving of notice or both, would constitute an
event of default; and that said Lease has: (Initial One)


 


(        )     not been amended, modified,
supplemented, extended, renewed or assigned.


 


(        )     been amended, modified,
supplemented, extended, renewed or assigned as follows by the following
described agreements:


 


	
   

  	
                                                                                                

  
	
   

  	
                                                                                                

  
	
   

  	
                                                                                                

  
	
   

  	
                                                                                                

  



 


7.             That
the Lease provides for a primary term
of        months; the term of the Lease
expires on the        day
of        ,
19      ; and that:  (Initial One)


 


	
   

  	
  (       )

  	
  neither the Lease nor
  any of the documents listed in Paragraph 6 (if any), contain an option for
  any additional term or terms.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (       )

  	
  the Lease and/or the
  documents listed under Paragraph 6, above, contain an option for
                                      
  additional term(s) of          
  year(s) and
                 month(s)
  (each) at a rent to be determined as follows:

  



 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


8.             That
Landlord has not rebated, reduced or waived any amounts due from Tenant under
the Lease, either orally or in writing, nor has Landlord provided financing
for, made loans or advances to, or invested in the business of Tenant.


 


9.             That,
to the best of Tenant’s knowledge, there is no apparent or likely contamination
of the real property or the Premises by hazardous materials, and tenant does
not use, nor has Tenant disposed of, hazardous materials in violation of
environmental laws on the real property or the Premises.


 


10.           That
there are no actions, voluntary or involuntary, pending against the Tenant
under the bankruptcy laws of the United States or any state thereof.


 


34

















 


11.           That
this certification is made knowing that Landlord is relying upon the
representations herein made.


 


	
   

  	
  Tenant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P., a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Typed Name: 

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
								



 


35

















 


EXHIBIT “D”


 


[FLOORPLAN OMITTED]


 

















 


 


EXHIBIT “E”


 


SPECIAL
STIPULATIONS


 


Added to and made a part of Lease Agreement between
300 Galleria Parkway Associates, a Texas limited partnership (“Landlord”) and
WORLDSPAN L.P. (“Tenant”).


 


1.             Premises


 


Landlord and Tenant acknowledge that, as a result of
the timing of the expiration of prior leases with Tenant relating to the
portions of the Premises, the Premises shall be added to this Lease in phases
as follows:


 


(a)           For
the period commencing September 1, 1997 and continuing through
September 30, 1997, the Premises shall consist of 163,336 square feet,
being floors 15, 16, 17, 18, 19, 20 and 21, plus an additional 1,940 square
feet of storage in the Basement as depicted on Exhibit “D” to this Lease.


 


(b)           For
the period commencing October 1, 1997 and continuing through
December 31, 1997, the Premises shall consist of 178,478 square feet,
being floors 3, 15, 16, 17, 18, 19, 20 and 21, plus an additional 1,940 square
feet of storage in the Basement as depicted on Exhibit “D” to this Lease.


 


(c)           For
the period commencing January 1, 1998 and continuing through the remaining
term of this Lease, the Premises shall consist of 269,480 square feet, being
floors 3, 4, 5, 11, 14, 15, 16, 17, 18, 19, 20 and 21, plus an additional 1,940
square feet of storage in the Basement as depicted on Exhibit “D” to this
Lease.


 


2.             Monthly Rental


 


(a)           For
the period commencing September 1, 1997 and continuing through
September 30, 1997, Tenant shall pay to Landlord annual rental of Three
Million Nine Hundred Five Thousand, One Hundred Sixty-Three and 44/100 Dollars
($3,905,163.44) payable in equal monthly rental installments of Three Hundred
Twenty-Five Thousand, Four Hundred Thirty and 29/100 Dollars ($325,430.29).


 


(b)           For
the period commencing October 1, 1997 and continuing through
December 31, 1997, Tenant shall pay to Landlord annual rental of Four
Million, Two Hundred Sixty-Five Thousand, Three Hundred Ninety-One and 62/100
Dollars ($4,265,391.62) payable in equal monthly rental installments of Three
Hundred Fifty-Five Thousand, Four Hundred Forty-Nine and 30/100 Dollars
($355,449.30).  The increase in square
footage is derived from the addition of Suite 300 (15,142 square feet).


 


36

















 


(c)           For
the period commencing January 1, 1998 and continuing through December 31,
2002, Tenant shall pay to Landlord annual rental of Six Million, Four Hundred
Thirty Thousand, Three Hundred Twenty-Nine, and 20/100 Dollars ($6,430,329.20)
payable in equal monthly rental installments of Five Hundred Thirty Five
Thousand, Eight Hundred Sixty and 77/100 Dollars ($535,860.77).  The increase in square footage is derived
from the addition of Suites 400 (21,642 square feet), 500 (23,075 square feet),
1100 (23,139 square feet) and 1400 (23,139 square feet) for a total of 9 1,002
additional square feet.


 


(d)           For
the period commencing January 1, 2003 and continuing through
December 31, 2004, Tenant shall pay to Landlord annual rental of Six
Million, Seven Hundred Six Thousand, One Hundred Sixty-Eight and 80/100 Dollars
($6,706,168.80) payable in equal monthly rental installments of Five Hundred
Fifty-Eight Thousand, Eight Hundred Forty-Seven and 40/100 Dollars
($558,847.40)


 


(e)           The
monthly installments set forth above shall be payable in advance on the first
day of each month during every year of the term hereby demised in lawful money
of the United States, without deduction or off-set whatsoever, to Landlord or
to such other firm as Landlord may, from time to time, designate in
writing.  Said rental is subject to
adjustments as provided hereinbelow.  If
this Lease commences on a day other than the first day of the calendar month,
the monthly rental for the fractional months shall be appropriately prorated.


 


3.             Direct Operating Expenses


 


In addition to the rent provided for above, Tenant shall
pay as additional rent hereunder Tenant’s Prorata Share as hereinafter defined
and as further provided below:


 


(i)            As
used herein, the term “Tenant’s Prorata Share” shall mean, for any period, the
positive amount, if any, determined by (a) deducting Base Expenses for the
period (prorated in the case of partial years) from Operating Expenses for such
period and, (b) multiplying the difference by a fraction, the numerator of
which shall be the Net Rentable Area of the Premises, excluding the Storage
Area, which is 269,480 and the denominator of which shall be 425,540 (the Net
Rentable Area of the Building excluding storage areas, health club facility and
building conference room).  As used
herein, “Operating Expenses” shall mean all expenses of every kind incurred and
paid by Landlord with respect to the management, operation, maintenance and
repair (including the cost of any capital improvements or repairs amortized
over such reasonable period commencing after completion of such improvements or
repairs as Landlord reasonably determines (the amortization period selected by
Landlord shall reflect the useful life of the improvement or repair) together
with interest on the unamortized balance at the prime rate at the time of such
capital improvements or repairs (i) which are required to replace existing
items which have worn out, (ii) which are required to refurbish the lobby area
of the Building or other common areas in order to maintain the Building at the
then current standards for first-class office building complexes, or (iii)
which are required under any governmental laws or regulations) of the Building,
the parking garage associated therewith, the land under the Building and the
garage and all appurtenances including, without limitation, real


 


37

















 


and personal property taxes (including community improvement district
assessments), insurance, administrative expenses, the cost of providing
physical security and security personnel to the Building including, but not
limited to, security contracts, security supplies and miscellaneous security
expenses including, but not limited to, recruiting, training, rent and general
administrative expenses associated with the security operation, communication
systems, uniforms, vehicles, vehicle maintenance and any other security service
supplied or paid for by Landlord on behalf of the Building, energy and other
utility costs, janitorial service costs, the Building’s prorata share of
Galleria CAM assessments made by Atlanta Galleria Associates pursuant to that
certain Common Area Maintenance Agreement, dated July 2, 1985 and Building
personnel costs, including but not limited to, salaries, wages, fringe
benefits, and other direct and indirect costs of engineers, Senior Property Manager,
Engineer Manager, Building Managers, construction department, superintendents,
watchmen, porters, and any other Building personnel and associated overhead, less
amounts actually received in direct reimbursement for the cost of after-hours
or extraordinary utility or HVAC service, submetered utilities, lamp
replacement, and improvement work done for all tenants, all recorded on a cash
basis and determined in accordance with accepted principles of sound management
and accounting practices applicable to first-class office building complexes
and consistently applied.  Additionally,
to the extent any costs are incurred for the benefit of a facility or other
property other than the Building (including, but not limited to, other office
buildings), such costs shall be appropriately allocated to the Building and
such other facility or other property, and if the cost is incurred for the
benefit of two or more buildings, and the actual allocation cannot be
determined, the costs shall be shared on a proportionate basis relative to the
rentable square footage of each of the respective buildings.  To the extent costs are incurred relative to
personnel who devote their time to more than the Building, the costs shall be
appropriately allocated between the time spent by such personnel in each
building.  The term Operating Expenses
does not including the following: (1) income or franchise taxes of Landlord,
(2) expenses incurred in leasing to or procuring of tenants, leasing or broker’s
commissions, advertising expenses and expenses for the renovation of space for
new tenants, (3) interest or principal payments on any mortgage or other
indebtedness of Landlord, (4) compensation paid to any employee of Landlord or
any employee of any management agent of Landlord above the grade of Senior
Property Manager, (5) any depreciation or amortization allowance or expense
other than for the amortization of capital improvements or repairs as outlined
herein, (6) the costs of tenant appreciation or promotion events but only to
the extent the Tenant elects not to participate in such events, (7) any capital
costs or expenses associated exclusively with the construction of any new
building, walkways or access thereto from the Building, (8) any depreciation of
the Building, (9) any fines or penalties incurred due to violations by Landlord
of any law, (10) costs and expenses incurred in connection with financing,
refinancing or syndication of the Building, (11) legal and professional fees
and expenses incurred in connection with the enforcement of any leases for
space within the Building or in connection with the collection of any remit,
(12) any management fees paid to third party managers of the Building, such as
the existing five percent (5%) management fee paid to CK Atlanta Office Management,
Inc., and (13) any penalties, fines, and other such charges due to the failure
of Landlord to timely pay when due (a) any taxes for which Landlord is
responsible for remitting or (b) taxes owed by Landlord under the Lease.


 


38

















 


As herein, “Base Expenses” shall mean $5.76 per square
foot of the Net Rentable Area of the Premises.


 


(ii)           With
respect to each calendar year or portion there of during the term of this
Lease, Tenant shall pay Landlord in the manner hereafter provided Tenant’s
Prorata Share for such period.  It is
acknowledged and agreed that with respect to any calendar year or portion
thereof, it will not be possible to determine the actual amount of Tenant’s
Prorata Share until after the end of such calendar year.  Therefore, Tenant shall pay actual and
estimated Tenant’s Prorata Share as follows:


 


Payment of Actual Tenant’s Prorata Share:


 


(1)           On
or before March 31st of each calendar year during the term of this Lease,
or as soon thereafter as practicable, Landlord shall furnish Tenant an Annual
Expense Statement (the “Annual Expense Statement”) setting forth the actual
Tenant’s Prorata Share for the preceding calendar year;


 


(2)           On
or before the first day of the calendar month following the date upon which
Landlord shall have delivered to Tenant an Annual Expense Statement of Tenant’s
Prorata Share for such lease year, Tenant shall pay Landlord with the next
succeeding rent payment due in the case of an underpayment of Tenant’s Prorata
Share, or Landlord shall credit to Tenant against the next succeeding rent
payments due from Tenant, as necessary, in the case of any overpayment of
tenant’s Prorata Share, the difference between the amount Tenant shall have
paid for estimated Tenant’s Prorata Share (as described below) for such
preceding calendar year and the actual Tenant’s Prorata Share shown on the
Annual Expense Statement.


 


Payment of Estimated Prorata Share:


 


(1)           On
or before December 31 of each year, Landlord shall provide Tenant with an
Annual Expenses Estimate (the “Annual Expense Estimate”) of Tenant’s Prorata
Share for the upcoming calendar year, whereupon the following January 1,
Tenant shall begin paying Landlord one-twelfth (1/12) of such Annual Expense
Estimate with each succeeding monthly installment of rent.


 


(iii)          At the end of the term of this Lease or upon
any earlier termination of the Lease or of Tenant’s right to possession of the
Premises, Tenant shall be obligated to pay Landlord, in the event of an
underpayment by Tenant, or Landlord shall be obligated to refund to Tenant, in
the event of any overpayment by Tenant, the difference, if any, between the
aggregate amount actually paid by Tenant with respect to Tenant’s Prorata Share
and that which it is obligated to pay under the foregoing subparagraph
(ii).  As soon as practicable after the
beginning of the calendar year following the end of the term hereof or any such
earlier termination, Landlord shall furnish Tenant an Annual Expense Statement
in the manner provided in the foregoing subparagraph (ii) relative to prorata
portion of the preceding calendar year for which this Lease was in effect and
Tenant had the right to possession of the Premises, and upon the furnishing of
such Annual Expense Statement, Landlord shall immediately refund, or Tenant


 


39

















 


shall immediately pay Landlord, the amount, if any, due as
aforesaid.  Tenant’s obligation to pay
Tenant’s Prorata Share and Landlord’s obligation to refund any overpayments as
aforesaid shall survive any expiration or other termination of this Lease.


 


(iv)          It
is understood and agreed that Tenant’s Prorata Share shall, for the purposes of
the default provisions hereof, be deemed to be additional rent due from Tenant,
and any default in the payment thereof shall entitle Landlord to all remedies
provided for herein or at law or in equity on account of Tenant’s failure to
pay rent.  The other provisions hereof
to the contrary notwithstanding, it is agreed that Tenant’s payment of a portion
of the expense of operating the Building shall not be deemed payments of rent
as that term is construed relative to governmental wage and price controls or
analogous governmental actions affecting the amount of rent which Landlord may
charge Tenant.


 


(v)           Landlord
shall make available to Tenant at Landlord’s office in Atlanta, Georgia, upon
written request of Tenant made within ninety (90) days of Tenant’s receipt of
any statement of Landlord given pursuant to subparagraph (ii) above, such
supporting data in Landlord’s or its agents possession as Tenant may reasonably
request to verify the accuracy of the statement received.  Tenant shall also have the right to audit
Landlord’s records, at Tenant’s expense, for the purpose of verifying the
accuracy of any such statement rendered by Landlord and, provided further that
Tenant’s demand for such audit must be made by notice to Landlord within ninety
(90) days of Tenant’s receipt of the statement to be audited, and, provided
further that the audit shall be commenced on such date as Landlord shall
establish within sixty (60) days of the date of Tenant’s notice to Landlord
demanding the audit and the audit shall be completed promptly thereafter.  If Tenant’s audit discloses an alleged
material discrepancy in the statement of Landlord in question, and such alleged
discrepancy is not resolved by Landlord and Tenant within sixty (60) days after
Tenant’s receipt of the statement in question, the alleged discrepancy shall be
submitted to a panel of three independent Certified Public Accountants, one of
whom shall be selected and paid by Landlord, one of whom shall be selected and
paid by Tenant, and one of whom shall be selected by the other two and paid
one-half by Landlord and one-half by Tenant. 
Such panel shall resolve the dispute by majority vote, except that if
there is no majority vote on any issue, the determination of the accountant
selected by the other two accountants shall be final on that issue.  The resolution of the panel of any issue
shall be final and binding upon Landlord and Tenant with respect to the time
period covered by the questioned statement and thereafter, and appropriate
payments or refund shall be made between Landlord and Tenant.  During the pendency of such review and
audit, payments under this Lease shall continue to be made by Tenant on the
basis of the statement in question.


 


4.             Hazardous Materials


 


Landlord shall not use, handle, store, deal in,
discharge or fabricate any Hazardous Material on or about the Premises, the
Building or the Land, except for Hazardous Materials used in the normal
operation of the Building and the Land and in compliance with all applicable
laws.  Landlord shall indemnify Tenant
(and anybody claiming by, through or under Tenant) from and against any and all
claims, damages, losses, costs and expenses (including


 


40

















 


reasonable attorneys’ fees and court costs) incurred by Tenant or
anybody claiming by, through or under Tenant as a result of Landlord’s
introduction of any Hazardous Materials to the Premises, the Building or the
Land or any environmental problems relating to the Premises, the Building or
the Land which are caused by Landlord.


 


5.             Alterations


 


With respect to any alteration, addition or
improvement which does not affect the structure of the Building, does not
affect the Building’s systems, does not diminish the capacity of the Building
systems available to other portions of the Building, is not visible from the
common areas or the exterior of the Building, and is in full compliance with
all governmental rules and regulations, Landlord’s consent shall not be
unreasonably withheld.  With respect to
any alteration, addition or improvement that immediately becomes Landlord’s
property pursuant to paragraph 6 of the Lease, Landlord shall be responsible,
on Landlord’s property tax returns, for any required reporting of such
alteration, addition or improvement.


 


6.             Assignment And Subletting


 


To the extent Landlord’s consent is required, the
parties hereby agree that it shall be reasonable under this Lease and under any
applicable law for Landlord to withhold consent to any proposed subletting,
assignment or other transfer where one or more of the following applies
(without limitation as to other reasonable grounds for withholding consent):
(i) in Landlord’s sole discretion, the proposed transferee is of a character or
reputation or engaged in a business which is not consistent with the quality,
hours, or overall operation of the Building, (ii) the proposed transfer is either
a governmental agency (or instrumentality thereof) or an occupant of the
Building, or (iii) in Landlord’s sole discretion, the proposed transferee does
not have a reasonable financial condition in relation to the obligations to be
assumed in connection with the subletting, assignment or other transfer.  Subject to Landlord’s approval rights, and
provided that Landlord shall not be required to incur any costs, Landlord
agrees to cooperate with Tenant in Tenant’s attempts to sublease the Premises.


 


Notwithstanding anything contained in Paragraph 9 of
the Lease to the contrary, provided Tenant is not in default hereunder.  Tenant shall have the right, upon at least
ten (10) days’ prior written notice to Landlord and the delivery of a copy of
the proposed assignment agreement or sublease as provided below, to assign this
Lease or sublet all or any portion of the Premises to an Affiliate (as
hereinafter defined); provided, however, no such assignment or subletting shall
relieve Tenant of its obligations to Landlord hereunder and, in case of any
assignment, the assignee shall expressly assume the obligations of Tenant
hereunder.  The term “Affiliate” shall
mean any parent corporation or any subsidiary which is controlled by Tenant, or
any Affiliate in which or with which Tenant is merged or consolidated provided
that, by operation of law or by effective provisions contained in the
instruments of merger or consolidation, the liabilities of the corporation
participating in such merger or consolidation are assumed by the corporation
surviving such merger or created by such consolidation.  In no event shall a public sale of Tenant
(or any portion thereof) be considered an assignment for the purposes of this
Paragraph.  The term “control” shall
mean the ownership of not less than


 


41

















 


twenty-five percent (25%) of the voting rights attributable to the
shares of the controlled corporation.


 


Tenant shall have the right to collect and retain any
rents or other charges payable pursuant to any sublease or assignment, without
affecting any of Tenant’s obligations to Landlord under this Lease; excepting,
however, that one half (1/2) of all profit (net of leasing commissions, tenant
improvement costs and other assignment or subletting expenses) in connection
with any sublease or assignment shall belong to and be paid to Landlord.


 


7.             Insurance And Indemnification


 


Landlord shall hold Tenant harmless from and defend
and indemnify Tenant against any and all claims or liabilities for any injury
or damage to any person or property whatsoever occurring in, on or about the
Building or the Land (excluding the Premises) when such injury or damage shall
be caused in part or in whole by the act, neglect, fault of or omission of any
duty with respect to the same by Landlord, its agents, servants, employees or
invitees.  Landlord further agrees to
indemnify, defend and save harmless Tenant against and from any and all claims
in any manner relating to any work or thing whatsoever done by Landlord in or
about, or any transaction of Landlord concerning, the Land or the Building
(excluding the Premises) and will further indemnify, defend and save Tenant
harmless against and from any and all claims arising from any breach or default
on the part of Landlord in the performance of any covenant or agreement on the
part of Landlord to be performed pursuant to the terms of this Lease
(including, but not limited to, Landlord’s agreement herein to pay brokerage
commissions or fees) or arising from any act or negligence of Landlord or any
of its agents, contractors, servants, employees and licensees.  The provisions of this Lease with respect to
any claims or liability occurring prior to the termination or expiration of this
Lease shall expressly survive such termination or expiration of this Lease.


 


Landlord shall procure at its expense and maintain
throughout the term of this Lease a policy or policies of commercial property
insurance, issued on an “all risk” basis, insuring the full replacement cost of
the Building and improvements to the Building (other than tenant improvements),
together with the furniture, equipment, supplies and other property owned,
leased, held or used by Landlord in connection with the operation and
maintenance of the Building (with a replacement cost endorsement sufficient to
prevent Landlord from becoming a co-insurer), and workmen’s compensation
insurance as required by applicable law. 
Landlord shall also procure at its expense and maintain throughout the
term of this Lease a policy or policies of commercial general liability
insurance, written on an occurrence basis, and insuring Landlord against any
and all liability for injury to or death of person or persons and for damage to
property occasioned by or arising out of the condition, use or occupancy of the
Building, or in any way occasioned by or arising out of the activities of
Landlord, its agents, contractors, employees, guests, or licensees in the
Building, the limit of such policy or policies to be in combined single limits
for both damaged property and personal liability in amounts of not less than
Five Million Dollars ($5,000,000.00) for each occurrence.  Tenant shall be identified as an additional
insured with respect to the Building under Landlord’s commercial general
liability


 


42

















 


insurance.  All insurance
required by Landlord hereunder shall be issued by an insurance company licensed
to do business in the State of Georgia. 
Landlord shall not cancel such insurance without giving Tenant at least
thirty (30) days’ prior written notice.


 


8.             Services And Utilities


 


Subject to (i)
Landlord’s compliance with all applicable laws, (ii) the availability of all
necessary utility services, and (iii) temporary disruptions for maintenance and
repair, central heating and air conditioning shall be supplied in season within
the following ranges:


 


Summer


 


Inside temperature - 72-76°F, dry bulb with 50%
relative humidity.


 


Outside temperature - 92° F, dry bulb, 77°, wet bulb.


 


Winter


 


Inside temperature - 70-75 ° F, dry bulb.


 


Outside temperature - 29° F, dry bulb.


 


Outlined in Exhibits “I” and “J” are the cleaning
specifications currently provided by Landlord with regard to the Premises, as
well as the security services currently in effect with regard to the
Building.  While Landlord reserves the
right to modify both the security and janitorial services to the Premises and
the Building, Landlord will not in any material way change the quality of these
services as long as the Lease is in full force and effect.


 


The passenger and freight elevators are in operation
24 hours per day, seven days a week, subject to temporary stoppage of
individual elevators for repair, maintenance, and refurbishing.  Security proximity cards are currently
necessary to access any elevators on the weekends and after business hours on
weekdays.


 


9.             Acceptance Of Premises


 


Tenant accepts the Premises in their “as-is” condition
and as satisfactory for Tenant’s use. 
Landlord shall have no obligation to make any additional improvements or
alterations to the Premises except as otherwise provided herein.


 


10.           Reserved Parking


 


Throughout the term of this Lease (including any
renewal terms), Landlord shall continue to make available to Tenant, sixty-five
(65) reserved parking spaces free of charge as outlined in Exhibit “G”,
“Parking”.  Landlord represent that
there are 3.2 parking spaces per each 1,000 square feet of usable square feet
in the Premises, with such parking spaces to be located in the parking garage
and areas serving the Building.  All of
said parking spaces may be used free


 


43

















 


of charge by Tenant, its employees, and invitees throughout the Lease
Term (including any renewal terms).


 


11.           Option To Renew


 


Tenant shall have the option to renew this Lease upon the same terms
and conditions set forth in this Lease (other than the monthly base rent) for
an additional thirty-six (36) month period beginning January 1, 2005 by
notifying Landlord of its intention to renew between September 30, 2003
and December 31, 2003, provided that Tenant is not in default beyond any
applicable periods of notice and cure of any of the terms, covenants and
conditions of the Lease at the time Tenant gives the required notice or anytime
thereafter up to, and including, the commencement date of the renewal
term.  The rental rate for the renewal
period shall be 95% of the Market Rate, but in no event less than the rental
rate in effect immediately prior to the commencement date of the renewal
term.  Market Rate shall be defined as
rental rates for suburban Atlanta Class A, high-rise office buildings of
similar type and quality to the Galleria prevalent at December 31,
2003.  If Landlord and Tenant are unable
to agree on the Market Rate on or before March 31, 2004, then the
determination of the Market Rate shall be submitted to arbitration in
accordance with the Real Estate Valuation Arbitration Rules of the American
Arbitration Association, as amended and in effect on such date (hereinafter
called the “Rules”), and the determination of the “Tribunal” (as hereinafter
defined in the paragraph) shall be final and binding on Landlord and
Tenant.  The parties hereby agree that
the Real Estate Valuation Arbitration Tribunal (hereinafter called the
“Tribunal”) to be appointed pursuant to the Rules shall consist of three
“qualified arbitrators”, a qualified arbitrator being defined as an arbitrator
certified by the American Arbitration Association with at least ten (10) years
of experience in commercial real estate valuation issues with respect to Class
“A” office buildings, to be appointed in the following manner:  (A) each of the parties hereto shall have
the right to appoint one arbitrator within fifteen (15) days of the notice
given of intent to arbitrate (the “Demand”, as defined in the Rules), provided
if either party fails to appoint an arbitrator within such fifteen (15) day
period, then the American Arbitration Association shall appoint a neutral
arbitrator for such party in accordance with the Rules; (B) the two arbitrators
so chosen by the respective parties shall then select the third arbitrator
within fifteen (15) days of the appointment of the last party-appointed
arbitrator; and (C) if the two party-appointed arbitrators are unable to agree
on the appointment of the third arbitrator or fail to make said appointment
within such fifteen (15) day period, then the American Arbitration Association
shall appoint a neutral arbitrator in accordance with the Rules.  The determination of the Market Rate by the Tribunal
pursuant to the Rules shall be the Market Rate for purposes of this Lease and
shall be binding on Landlord and Tenant. 
Landlord and Tenant shall share equally any costs and expenses relating
to such arbitration.


 


12.           Right Of First Refusal


 


For so long as Tenant has at least thirty-six (36)
months remaining on its Lease term, including any renewal term that has been
exercised by Tenant, but excluding any unexercised renewal term, Landlord shall
within fifteen (15) days after receipt of written request from Tenant, make
Tenant aware of all unleased space that is available in the Building and all


 


44

















 


space (regardless of the number of square feet) that will become
available for lease within the next twelve (12) months and that is not then
subject to (a) rights of renewal or (b) options to lease granted to
others.  Tenant shall then have the
right to identify in writing any of such space that Tenant would consider
leasing and upon receipt of such written notification, Landlord shall, within
fifteen (15) days, outline the financial terms upon which Landlord intends to
offer such identified space for lease. 
Tenant shall have thirty (30) days following Landlord’s written notice
in which to lease all or any portion of said space, when it is available, for a
term co-terminous with the then existing Lease term under the financial terms
contained in Landlord’s notification. 
In the event Tenant does not choose to lease all or any portion of said
available space, or fails to notify Landlord of its desire to lease said space
within the thirty (30) day notification period, Landlord will have the right to
lease the space, or any portion thereof, to any other party on financial terms
equal to or more favorable to Landlord than those set forth to Tenant.


 


Additionally, in the event Landlord receives a bona
fide offer to lease such space from a third party which Landlord intends to
accept and, if such bona fide offer is on financial terms which are less
favorable to Landlord than the financial terms contained in Landlord’s prior
written notice for space availability to Tenant, then Tenant shall have ten
(10) business days following Landlord’s written notice in which to lease all or
any portion of said space from Landlord under the terms and conditions of the
bona fide offer.  In the event Tenant
does not choose to lease all or any portion of said space from Landlord, or
fails to notify Landlord of its desire to lease said space within the ten (10)
day notification period, Landlord will have the right to lease the space to any
other party on financial terms equal to or more favorable to Landlord than
those set forth in such bona fide offer.


 


Provided Tenant is not in default under the Lease, and
in addition to the foregoing rights of Tenant, Tenant shall have a first right
of refusal with respect to the 9th and 12th floors of the Building subject to
any pre-existing rights currently held by another tenant or tenants.  Upon receipt of written notice from Landlord
that a third party has made a bona fide offer to lease all or a portion of
either of the aforementioned floors, Tenant shall respond to Landlord within
fifteen (15) days after Tenant’s receipt of such notice whether it intends to
lease such space at the terms offered by Landlord.  If Tenant indicates that it will not lease such space offered or
if Tenant fails to respond to Landlord within said fifteen (15)-day period,
Landlord may proceed to lease such offered space to another party on terms
equal to or more favorable to Landlord than those set forth in such bona fide
offer and Tenant shall have waived its right to lease that space at that
time.  If Tenant indicates that it will
lease the space offered, Tenant and Landlord shall execute an amendment to this
Lease to include such space as part of the Premises within ten (10) days of
Tenant notifying Landlord of its intention to lease such space.


 


Notwithstanding anything to the contrary, in no event
will Landlord be required to enter into any new lease with Tenant for a lease
term of less than three (3) years.


 


Notwithstanding anything to the contrary, this Right
of First Refusal (i) will not prohibit Landlord from (a) entering into leases
with others without first offering the space to Tenant where the space in
question is less than a full floor, (b) granting to other tenants rights of


 


45

















 


first refusal to lease portions of floors that are located on the same
floor or on the floor above or below the floor on which they are located [in
which event any such rights of first refusal granted to other tenants shall be
prior and superior to the right of first refusal granted to Tenant under this
Lease], (c) granting to other tenants who are leasing at least one full floor
in the Building rights of first refusal with respect to the floor or any
portion of the floor above or below the floor they occupy, [in which event any
such rights of first refusal granted to other tenants shall be prior and
superior to the right of first refusal granted to Tenant under this Lease] and
(ii) shall not be applicable to floors 1 or 2 of the Building; excepting,
however, that the limitations on Tenant’s Right of First Refusal contained in
this paragraph shall not in any manner apply to any space on the ninth (9th)
and twelfth (12th) floors of the Building.


 


13.           Operation Of Printing Equipment


 


Subject to the provisions set forth in this Special
Stipulation #13, Landlord hereby consents to the operation by Tenant of
printing equipment on the 14th Floor of the Premises.  Tenant may relocate such printing equipment to other floors in
the Premises, subject to compliance with the provisions of this Special
Stipulation 13.  Tenant shall use and
operate such printing equipment in accordance with all applicable laws, rules
and regulations, including, but not limited to, all laws, rules and regulations
relating to the use, storage, handling and disposal of Hazardous
Materials.  Without limiting any other
obligations of Tenant under this Lease, Tenant shall indemnify and hold
harmless Landlord from and against any and all claims, demands, actions,
damages, losses, liabilities, costs and expenses relating in any manner to the
use or operation of such printing equipment, including, but not limited to, any
claims, demands, expenses or liabilities relating to any alleged adverse impact
of such printing equipment on the air quality within the Premises or the
Building.  Tenant shall further operate
such printing equipment in a manner so as not to disturb any other tenants in
the Building as a result of noise, vibration, odor, or any other condition or
circumstance resulting from or relating to the use and operation of such
printing equipment.  In addition, Tenant
agrees to install such additional equipment, including, but not limited to,
fans, filters, and air conditioning facilities, as may be reasonably requested
by Landlord to minimize any adverse impact of such printing equipment on the
Building or other tenants in the Building.


 


14.           Commission


 


(a)           Concurrent
with full execution of the Lease by Landlord and Tenant, Landlord agrees to pay
Peterson Properties (“Agent”), a fee of Two Hundred Sixty-Seven Thousand, One
Hundred Twenty-Two and 05/100 Dollars ($267,122.05).  Agent agrees to look solely to Landlord for payment of such fee,
and Tenant shall have no obligation to pay such fee.


 


(b)           Landlord
agrees to pay Agent a monthly commission of 3% of the monthly base rental
actually paid by Tenant under the Lease for the initial term only (except that
Agent shall be paid l1⁄2% of the first month’s rental payment); provided however
that any rental increase derived as a result of the Consumer Price Index (CPI),
Direct Operating Expenses, tax stops etc. and other such escalations, as
provided for in the Lease, shall not be subject to this


 


46

















 


leasing commission.  Upon the
renewal or the extension of the Lease, or as a result of any additional rental
stemming from expansions of the original leased premises during the initial
term of the Lease, Landlord agrees to pay Agent 21⁄2% of the base monthly rental
actually paid by Tenant throughout the renewal or extended Lease term.  Notwithstanding the foregoing or anything to
the contrary herein, should Tenant retain the services of another broker or
brokers for the purposes of negotiating a lease renewal, give written notice of
such retention to Landlord, and request that Landlord pay a commission to such
other broker or brokers, then Landlord shall have the right to terminate this
commission agreement upon commencement of the renewal and shall have no
obligation to pay Agent any commissions with respect to such renewal or to pay
Agent any further commissions with respect to the Lease or the Premises.  Notwithstanding anything to the contrary herein,
all payments of commissions will cease, if not sooner ended, ten years (120
months) after the commencement date of the initial Lease term.


 


(c)           Agent
shall be entitled to collect its commissions or fees each month as set forth
herein only to the extent that Landlord is able to collect and collects the
correct monthly rental from Tenant; and Landlord shall owe Agent absolutely no
obligation or responsibility whatsoever in the event Tenant refuses to make
rental payments or Tenant terminates, breaches or refuses to fulfill the
payment obligations of the Lease.  Agent
shall be entitled to its commissions or fees hereunder only to the extent that
said rentals are actually collected from Tenant, and Landlord shall have no
obligation to pursue, sue, make claims against or undertake any type of other
action against Tenant.  Notwithstanding
the foregoing, Agent shall be entitled to receive a commission (at the rates
specified above) on any amounts paid by Tenant to Landlord (either directly or
through affiliated entities) pursuant to a buyout or other termination of the
Lease.


 


(d)           The
foregoing represents the complete and full understanding and agreement between
Landlord and Agent in regard to the payment of all fees and commissions by
Landlord to Agent under or related to the Lease or the Premises and supersedes
all prior agreements relating hereto.


 


(e)           In
the event Landlord sells the Building of which the Premises are a part, Agent
agrees to release Landlord from any further obligations under this Special Stipulation
14 upon the purchaser’s assumption of Landlord’s obligations under this Lease
or upon Landlord’s furnishing Agent with a new agreement signed by the
purchaser assuming Landlord’s remaining obligation hereunder.  The obligations of Landlord under this
Special Stipulation shall be expressly binding upon any successor of assign of
Landlord under the Lease.


 


(f)            The
commissions to be paid to Agent hereunder constitute full payment of all
compensation, fees and expenses due to Agent in connection with or relating to
the Lease, and, except as otherwise set forth in this Special Stipulation 14,
Agent does hereby release Landlord, Tenant and the Premises from, and does
hereby waive and terminate, absolutely and unconditionally, any claims for any
other or additional commissions, fees or the like with respect to the Lease and
the Premises.  Nothing herein shall
constitute a waiver by


 


47

















 


Agent of any lien rights Agent may have with respect to any commissions
to be paid to Agent in the future under this Special Stipulation 14 and which
are not so paid.


 


(g)           Agent
agrees to invoice Landlord for each payment due under the terms of this Special
Stipulation 14.  Agent shall invoice
Landlord no more than thirty (30) days prior to the date each payment is due
hereunder, and Landlord shall make its payment(s) within thirty (30) days of
receipt of each invoice.


 


15.           After-Hours HVAC


 


Landlord shall engage an engineer, mutually acceptable
to Landlord and Tenant, to evaluate the cost per hour, per floor of HVAC usage
beyond building standard hours of operation. 
During the month of December each year, said Engineer shall provide
the following year’s hourly usage per floor for Tenant’s after-hours
usage.  Both Landlord and Tenant shall
agree to this independent evaluation and ensuing per hour, per floor charge for
that year.


 


16.           Americans With Disabilities


 


If and to the extent Landlord is required to comply
with the provisions of Title III of the Americans With Disabilities Act (the
“ADA”) with respect to the common areas of the Building, Landlord agrees that
it will use reasonable efforts to comply in every material respect with the
applicable provisions of ADA concerning the common areas of the Building;
provided, however, Landlord shall not be required to comply with the provisions
of the ADA if and to the extent the requirement of compliance therewith arises
from or extends to (a) the use or occupancy of the Building, or any portion
thereof by any lessee, tenant, sublessee, subtenant, licensee or occupant
(including Tenant), or (b) any alteration, improvement, addition, remodeling or
renovation made, or proposed to be made, to any space in the Building leased or
available for lease (including the Premises). 
All costs, expenses and disbursements of every kind and nature in
connection with Landlord’s obligations under this Special Stipulation shall be
included in Operating Expenses.


 


17.           Essential Services


 


Notwithstanding any provision of this Lease, in event
that electricity, HVAC, sewer services, or elevators are not available to the
Premises to the extent required herein (“Essential Services”) for seven (7) or
more calendar days, rent shall be abated (as to the portion of the Premises to
which such Essential Services are not available) as of the eighth (8th)
calendar day following such failure and shall remain abated until such services
are reinstated at the level required herein.


 


18.           Operation Of Health Club And Food Service Facilities


 


Landlord shall use reasonable good faith efforts to
operate, or cause to be operated by a third party manager, the existing health
club facility (“Galleria Athletic Club”) located in the basement and ground
floor of the Building so long as Landlord is able to do so


 


48

















 


without incurring cash flow deficits with respect to such
operation.  In the event Landlord incurs
cash flow deficits in any one year in excess of $10,000.00 and reasonably
expects a cash flow deficit for the upcoming year, Landlord may discontinue the
operation of the Galleria Athletic Club, but only after giving Tenant ninety
(90) days prior notice of such discontinuance and providing Tenant with an
option to incorporate the Galleria Athletic Club space into this Lease at an annual
rental of $10 per year plus an expense reimbursement for the cost of
electricity and water provided by Landlord. 
It is understood that if Tenant exercises this option, Landlord will
provide Tenant with the free use of all equipment owned by Landlord relating to
the operation of the Galleria Athletic Club (exercise equipment, furniture,
free weights, etc.) during the Lease Term. 
Tenant agrees that if Tenant exercises this option, Tenant will only use
the facility as a health club and that Tenant will confine its use to Tenant’s
employees and invitees and will specifically not sell memberships to other
Galleria tenants or the public at large. 
Tenant further agrees that if Tenant exercises this option, Tenant will
permit Landlord to change the signage so that it no longer suggests that the
Galleria Athletic Club is an amenity available to other tenants of the Galleria
office complex.  Should Tenant exercise
this option and then discontinue operating the facility as a health club,
Tenant shall promptly notify Landlord and shall immediately deliver control of
the space back to Landlord, who shall be free to lease or use the space, or
portions thereof, for office, retail, storage or other legitimate uses.


 


Landlord shall use reasonable good faith efforts to
cause to be operated by a third-party operator throughout the Lease Term a food
service facility within the Building.


 


19.           Competing Tenants


 


During the term of this Lease, Landlord shall not
lease any space in the Building or consent to any assignment or sublease of any
leases or space in the Building (but only to the extent that Landlord has the
right to withhold such consent) to any of the following entities: Continental
Airlines; United Airlines; Abacus; American Airlines; Sabre; Galileo; Apollo;
System One; Amadeus; SITA/Gets.


 


20.           Name Of Building


 


The name of the Building shall be the “300 Galleria
Building”, unless changed by Landlord as provided in this Special
Stipulation.  As long as Tenant is
leasing and occupying more than fifty percent (50%) of time rentable square
feet in the Building, Landlord shall not change or add to the name of the
Building without the consent and approval of Tenant, and specifically Landlord
shall not include the name of any other tenant or occupant of the Building in the
name of the Building or in any reference to the name of the Building without
the consent and approval of Tenant. 
Tenant shall not unreasonably withhold any consents or approvals under
this Special Stipulation.  If Tenant is
not leasing and occupying more than fifty percent (50%) of the rentable square
feet in the Building, then Landlord may change the name of Building without
Tenant’s consent.


 


49

















 


21.           Surrender Of Premises


 


Notwithstanding any provision to the contrary in the
Lease, within one hundred eighty (180) days of the expiration of the Lease
Term, Tenant may request in writing that Tenant be allowed to leave certain
designated equipment or improvements within the Premises upon Tenant’s
surrender of the Premises.  Landlord
agrees that Landlord will within thirty (30) days of the receipt of such
request respond to Tenant and indicate which of the designated equipment or
improvements if any Landlord will allow Tenant to leave in the Premises, in
which case all such designated equipment or improvements so indicated by
Landlord may be left by Tenant and, upon being so left by Tenant, shall become
the property of Landlord.


 


22.           Tax Protest


 


At Tenant’s request, Landlord shall make available to Tenant current ad
valoremn tax information and bills relating to the Building.  With respect to any of such taxes that
constitute Operating Expenses under this Lease, Tenant shall have the right, at
Tenant’s expense, to take reasonable lawful action to contest the amount or
validity of any such taxes, provided that any such contest by Tenant shall not
prevent Landlord from paying such taxes on a timely basis in the amount claimed
due by the taxing authority pending the resolution of such contest.


 


50

















 


EXHIBIT “G”


 


[FLOORPLAN OMITTED]


 


 

















 


 


EXHIBIT
“H”


 


SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT


 


	
  Tenant Name:

  	
   

  	
   

  
	
  Trade/Name:

  	
   

  	
   

  
	
  Room/Unit No.: 

  	
  Suite

  	
   

  	
   

  
					



 


THIS AGREEMENT is dated the _____ day of ______, 19  ,
and is made by and among CONNECTICUT GENERAL LIFE INSURANCE COMPANY, having an
address c/o CIGNA Investments, Inc., 900 Cottage Grove Road, Bloomfield,
Connecticut, 06002, Attn:  Real Estate
Investment Services S-319 (“Mortgagee”),                                            ,
d/b/a                                                                                                                                                               ,
having an address of                                                                                                                                                                          (“Tenant”),
and                                                                                                                                                                          ,
having an address of                                                                                                                                                                           (“Landlord”).


 


RECITALS:


 


A.            Tenant
has entered into a lease (“Lease”) dated                                             ,
19   with                                              as
lessor (“Landlord”), covering the premises known as Suite (the
“Premises”) within the property known as                                              ,
more particularly described as shown on Exhibit A, attached hereto (the “Real
Property”).


 


B.            Mortgagee
has agreed to make or has made a mortgage loan in the amount of                                              to
Landlord, secured by a mortgage of the Real Property (the “Mortgage”), and the
parties desire to set forth their agreement herein.


 


NOW, THEREFORE, in consideration of the premises and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


 


1.             The
Lease and all extensions, renewals, replacements or modifications thereof are
and shall be subject and subordinate to the Mortgage and all terms and
conditions thereof insofar as it affects the Real Property of which the
Premises form a part, and to all renewals, modifications, consolidations,
replacements and extensions thereof, to the full extent of amounts secured
thereby and interest thereon.


 


2.             Tenant
shall attorn to and recognize any purchaser at a foreclosure sale under the
Mortgage, any transferee who acquires the Premises by deed in lieu of
foreclosure, and the successors and assigns of such purchaser(s), as its
landlord for the unexpired balance (and any extensions, if exercised) of the
term of the Lease on the same terms and conditions set forth in the Lease.


 


51

















 


3.             If
it becomes necessary to foreclose the Mortgage, Mortgagee shall neither
terminate the Lease nor join Tenant in summary or foreclosure proceedings so
long as Tenant is not in default under any of the terms, covenants, or
conditions of the Lease.


 


4.             If
Mortgagee succeeds to the interest of Landlord under the Lease, Mortgagee shall
not be:


 


a.             liable
for any act or omission of any prior landlord (including Landlord);


 


b.             liable
for the return of any security deposit unless such deposit has been delivered
to Mortgagee by Landlord or is an escrow fund available to Mortgagee;


 


c.             subject
to any offsets or defenses that Tenant might have against any prior landlord
(including Landlord);


 


d.             bound
by any rent or additional rent that Tenant might have paid for more than the
current month to any prior landlord (including Landlord);


 


e.             bound
by any amendment, modification, or termination of the Lease made without
Mortgagee’s consent;


 


f.              personally
liable under the Lease, Mortgagee’s liability thereunder being limited to its
interest in the Real Property; or


 


g.             bound
by any notice of termination given by Landlord to Tenant without Mortgagee’s
prior written consent thereto.


 


5.             This
Agreement shall be binding on and shall inure to the benefit of the parties
hereto and their successors and assigns.


 


6.             Tenant
shall give Mortgagee, by certified mail, return receipt requested, or by
commercial overnight delivery service, a copy of any notice of default served
on Landlord, at Mortgagee’s address set forth above or at such other address as
to which Tenant has been notified in writing. 
If Landlord shall have failed to cure such default within the time
provided for in the Lease, then Mortgagee shall have an additional ten (10)
days within which to cure any default capable of being cured by the payment of
money and an additional thirty (30) days within which to cure any other default
or if such default cannot be cured within that time, then such additional time
as may be necessary to cure such default shall be granted if within such thirty
(30) days Mortgagee has commenced and is diligently pursuing the remedies
necessary to cure such default (including, but not limited to, commencement of
foreclosure proceedings, if necessary to effect such cure), in which event the
Lease shall not be terminated while such remedies are being so diligently
pursued.


 


52

















 


7.             Landlord
has agreed under the Mortgage and other loan documents that rentals payable
under the Lease shall be paid directly by Tenant to Mortgagee upon default by
Landlord under the Mortgage.  After
receipt of notice from Mortgagee to Tenant, at the address set forth above or
at such other address as to which Mortgagee has been notified in writing, that
rentals under the Lease should be paid to Mortgagee, Tenant shall pay to
Mortgagee, or at the direction of Mortgagee, all monies due or to become due to
Landlord under the Lease.  Tenant shall
have no responsibility to ascertain whether such demand by Mortgagee is
permitted under the Mortgage, or to inquire into the existence of a default.  Landlord hereby waives any right, claim, or
demand it may now or hereafter have against Tenant by reason of such payment to
Mortgagee, and any such payment shall discharge the obligations of Tenant to
make such payment to Landlord.


 


8.             Tenant
declares, agrees and acknowledges that Mortgagee, in making disbursements
pursuant to any agreement relating to the Loan is under no obligation or duty
to, nor has Mortgagee represented that it will, see to the application of such
proceeds by the person or persons to whom Mortgagee disburses such proceeds,
and any application or use of such proceeds for purposes other than those
provided for in such agreement shall not defeat the subordination herein made
in whole or in part.


 


53

















 


IN WITNESS WHEREOF, the parties hereto have executed
these presents as of the day and year first above written.


 


	
  Mortgagee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Typed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Typed name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed and acknowledged in

  the presence of us:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Typed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Typed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Landlord:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Typed Name:

  	
   

  	
   

  
									



 


54

















 


[CORPORATION]


 


	
  [STATE OR COMMONWEALTH OF

  	
  ]

  	
   

  
	
   

  	
  :ss.

  	
   

  
	
  [COUNTY OF

  	
  ]

  	
   

  



 


On this, the        day
of              ,
before me, notary public, the undersigned officer, personally appears                                             ,
who acknowledged himself to be the                                            
of                         ,
a corporation, and the foregoing instrument for the purposes therein contained,
by signing the name of the corporation by himself as such officer.


 


IN WITNESS WHEREOF, I hereunder set my hand and
official seal the day and year aforesaid.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  



 


My Commission Expires:


 


[PARTNERSHIP]


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ) ss.

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


On this,           
day of
               
in the year of         ,
before me,                    ,
a Notary Public of said State, duly commissioned and sworn, personally appeared
                         ,
known to me (or proved to me on the oath of                        )
to be a general partner of a limited partnership that executed the within
instrument, and acknowledged to me that such partnership executed the same.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public in and for said state

  	
   

  



 


55

















 


[PARTNERSHIP]


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ) ss.

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


On this,           
day of
               
in the year of         ,
before me,                    ,
a Notary Public of said State, duly commissioned and sworn, personally appeared
                         ,
known to me (or proved to me on the oath of                        )
to be a general partner of a limited partnership that executed the within
instrument, and acknowledged to me that such partnership executed the same.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public in and for said state

  	
   

  



 


[CII ON BEHALF OF
CGLIC]


 


	
  STATE OF CONNECTICUT

  	
  )

  	
   

  
	
   

  	
  ) ss.

  	
   

  
	
  COUNTY OF HARTFORD

  	
  )

  	
   

  



 


On this,           
day of                ,
before me, notary public, the undersigned officer, personally appears                          ,
who acknowledged himself to be the                            
of CIGNA Investments, Inc. a corporation, duly authorized to sign on behalf
of                        ,
a corporation, and that he, being authorized to do so, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation.


 


IN WITNESS WHEREOF, I hereunder set my hand.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
  My Commission Expires:

  	
   

  



 


56

















 


EXHIBIT
“I”


 


WORLDSPAN


 


CLEANING SPECIFICATIONS


 


I.              TENANT
SUITES AND COMMON AREAS


 


A.            Nightly
Services:


 


1.             Close all tenant
entry doors and turn off lights as soon as possible each night.


 


2.             Vacuum all traffic
area carpet.


 


3.             Dust mop all
resilient and composition floors with treated mops.  Damp mop to remove spills and water stains as required.


 


4.             Empty all wastepaper
baskets and other trash containers. 
Clean and sanitize as required. 
Replace plastic trash liners as needed.


 


5.             Remove all trash and
recycle material to floor areas designated by Client.


 


6.             Remove finger prints,
dirt smudges, graffiti, etc. from all doors, frames, glass partitions, windows,
light switches, walls, elevator door jambs, call buttons and elevators.


 


7.             Return chairs and
waste baskets to proper positions.


 


8.             Clean, sanitize and
polish drinking fountains.


 


9.             Monitor all
stairwells and clean if needed.


 


10.           Dust and remove debris
from all metal door thresholds.


 


11.           Wipe clean smudged
bright work.


 


12.           Spot clean all carpets,
resilient and composition floors as required.


 


13.           Clean and sanitize all
counters and sinks in tenant breakrooms.


 


B.            Daily
Service:


 


1.             Keep restrooms and
breakrooms stocked and cleaned.


 


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2.             Respond to special
service calls (spills, trash removal, etc.).


 


C.            Weekly
Services:


 


1.             Dust all desks and
office furniture with treated dust cloths.


 


2.             Clean and polish all
metal door thresholds.


 


3.             Wipe clean and polish
all bright work.


 


4.             Wipe clean handrails
in stairwell.


 


5.             Edge all carpeted
areas.


 


6.             Thoroughly vacuum
under and around all desks and office furniture.


 


D.            Monthly
Services:


 


1.             Dust all high reach
areas, including but not limited to, tops of door frames, structural and
furniture ledges, air conditioning diffusers and return grilles and light
fixtures.


 


E.             Quarterly
Service:


 


1.             Squeegee all
partition glass.


 


II.            REST
ROOMS


 


A.            Nightly
Services:


 


1.             Restock all restrooms
including paper towels, toilet tissue, hand soap, sanitary napkins and tampons
as required.


 


2.             Wash, polish and
sanitize all mirrors, dispensers, faucets, flushometers and bright work with
non-scratch disinfectant cleaners as approved by Client.


 


3.             Wash and sanitize all
toilets, toilet seats, urinals and sinks with non-scratch disinfectant
cleaner.  Wipe dry all sinks.


 


4.             Remove stains,
descale toilets, urinals and sinks as required.


 


5.             Mop all restroom
floors with disinfectant, germicidal solution.


 


6.             Remove all restroom
trash from building to designated area.


 


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B.            Monthly
Services:


 


1.             Dust all low reach
and high reach areas including, but not limited to, structural ledges, mirror
tops, partition tops and edges, air conditioning diffusers, return air grills
and light fixtures.


 


2.             Wipe down all stone
walls, fabric covered walls and metal partitions.  Partitions and walls shall be left in an unstreaked condition
after this work.


 


3.             Dust all doors, jambs
and louvers.


 


4.             Scrub tile floors
including base.


 


III            MAIN
LOBBY AND PUBLIC CORRIDORS


 


A.            Nightly
Services:


 


1.             Spot clean all metal
work including hardware, kick plates, cove base and wood baseboard, waste paper
receptacles, drinking fountains, planters, elevator call button plates, bronze
and any visible hardware.


 


2.             Thoroughly clean all
door thresholds of dirt and debris.


 


3.             Spot clean and damp
mop all stone flooring with a rayon map in elevator lobby.


 


4.             Vacuum all carpets
and spot clean as necessary.


 


IV.           INTERIOR
WINDOW WASHING


 


1.             Wash interior windows
once per year.


 


V.            EXTERIOR
WINDOW WASHING


 


1.             Wash exterior windows
twice per year.


 


VI.           RESTROOM
SUPPLIES


 


1.             Restock restrooms
supplies as needed (C-fold towels, Kleenex tissues, and soap, toilet tissue,
toilet seat covers).


 


VII.          BREAKROOM
SUPPLIES (CHARGED TO WORLDSPAN)


 


1.             Restock C-Fold
towels.


 


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EXHIBIT “J”


 


SECURITY


 


Security officer post in 300 Galleria is a 24-hour per day, 7 day per
week post.  The officer is stationed at
the lobby desk, but is flexible to answer various situations that may occur in
the building.  A complex patrol officer
is on duty 24-hours per day, 7 days per week. 
This officer is responsible for monitoring traffic visitor assistance,
patrolling all parking areas, monitoring contractors and providing back-up to
any officer needing assistance.


 


From 7:00 a.m. to 7:00 p.m., an officer patrols the parking decks and
provides services such as escorts, jump starts, access to locked vehicles and
responding to building emergencies. 
Galleria 300 loading dock is monitored by security officers from 7:00
a.m. to 3:00 p.m. Monday through Friday. 
During evening hours there is an additional officer who patrols all
three building interiors monitoring cleaning service, contractors and vendors
who may be in the building.


 


The security supervisor is on-duty 24 hours per day, 7 days per
week.  Beginning January 1996, a
card access system which utilizes proximity technology will be at all building
exterior doors.  Tenants will be
provided access cards and five levels of access, while visitors will still be
processed by the security officer at the lobby.


 


The complex is patrolled by clearly marked and fully equipped security
vehicles.  They are equipped with a
visible amber light bar that is used while on patrol.


 


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