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Exhibit 10.23
FOURTH AMENDMENT TO LEASE
INVOLVING
THE MANUFACTURERS LIFE INSURANCE
COMPANY (USA)
AS "LANDLORD"
AND
THE WILLIAM CARTER COMPANY
AS
"TENANT"
DATED: DECEMBER 21, 2004
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TABLE OF CONTENTS
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Defined
Terms................................................................
Premises and Expansion of
Premises...........................................
Lease Commencement
Date......................................................
Term and Extension of
Term...................................................
Rental Rate for the 6th Floor
Space..........................................
Rental Rate for the Remaining Premises;
Extended Term........................
Rental Abatement for the 6th Floor
Space.....................................
Operating
Costs..............................................................
Tenant Improvement and Space Planning
Allowance..............................
Performance of Tenant's
Work.................................................
Parking......................................................................
Building Operating
Hours.....................................................
Signage......................................................................
Brokerage Commission;
Indemnity..............................................
Landlord
Representation......................................................
Tenant
Improvements..........................................................
No Other
Modifications.......................................................
Georgia
Law..................................................................
Transfers, Successors and
Assigns............................................
Board
Approval...............................................................
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FOURTH AMENDMENT TO LEASE
THIS FOURTH
AMENDMENT TO LEASE (the "Fourth Amendment"), is made this 21st
day of December, 2004, by and between THE
MANUFACTURERS LIFE INSURANCE COMPANY
(USA) (as "Landlord") and THE WILLIAM
CARTER COMPANY (as "Tenant").
WITNESSETH:
WHEREAS,
Proscenium, LLC and Tenant did enter into that certain Lease
Agreement (the "Original Lease"), dated as
of February ____, 2001, for space in
that certain building in Atlanta, Georgia
known as "The Proscenium" (the
"Building").
WHEREAS,
Proscenium, LLC and Tenant did enter into that certain First
Amendment to Lease (the "First Amendment"),
dated May __, 2001.
WHEREAS,
Proscenium, LLC and Tenant did enter into that certain Second
Amendment to Lease (the "Second
Amendment"), dated as of June ____, 2001.
WHEREAS,
Proscenium, LLC and Tenant did enter into that certain Third
Amendment to Lease (the "Third Amendment"),
dated as of October ____, 2001.
WHEREAS, the
Original Lease, as modified by the First Amendment, Second
Amendment, and Third Amendment, is
sometimes referred to collectively herein as
the "Lease".
WHEREAS,
Proscenium, LLC did convey its interest in the Building and
Lease
to Landlord.
WHEREAS,
Landlord and Tenant desire to and hereby shall, by this Fourth
Amendment, modify and amend the terms of
the Lease, in the manner and for the
purposes herein set forth.
NOW, THEREFORE,
for and in consideration of the mutual covenants contained
herein, and for Ten and No/100 Dollars
($10.00) and other good and valuable
consideration, paid by the parties hereto
one another, the receipt and
sufficiency of which are acknowledged by
the parties hereto, the parties hereto
hereby covenant and agree as follows:
1. DEFINED TERMS. All
capitalized terms not defined herein shall have the
same meaning as set forth in the Lease.
2. PREMISES AND EXPANSION OF
PREMISES. As a part of this Fourth
Amendment, Landlord hereby leases to Tenant, and Tenant hereby
leases
from Landlord, all of the 6th floor of the Building, consisting
of
25,393 rentable square feet (the "6th Floor Space"), on the terms
and
conditions herein set forth. From and after the "6th Floor
Lease
Commencement Date" (as herein defined), Tenant shall lease
101,572
square feet in the Building, and Tenant's Share shall be adjusted,
in
accordance with the terms of the Original Lease.
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3. LEASE COMMENCEMENT DATE. The
6th Floor Lease Commencement Date for the 6th
Floor Space
shall be July 3, 2005.
4. TERM AND EXTENSION OF TERM.
The Lease Term for the 6th Floor Space shall
end on June 30,
2015, unless sooner terminated in accordance with the terms
of the Lease.
The Lease Term for the entire Premises shall be extended by
three (3) years
and nine (9) months, to June 30, 2015, on the terms and
conditions set
forth herein. The Tenant may extend the Lease Term in
accordance with
Section 16 herein.
5. RENTAL RATE FOR THE 6TH
FLOOR SPACE. The Base Rental due from Tenant for
the Lease Term
for the 6th Floor Space shall be as follows:
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BASE RENTAL (PER
RENTABLE SQUARE ANNUAL BASE
MONTHLY
PERIOD
FOOT PER ANNUM) RENTAL
BASE
RENTAL
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July 3, 2005 -
June 30, 2006
$
26.00 $
660,218.00
$ 55,018.17
July 1, 2006 -
June 30, 2007
$
26.52 $
673,422.36
$ 56,118.53
July 1, 2007 -
June 30, 2008
$
27.05 $
686,880.65
$ 57,240.05
July 1, 2008 -
June 30, 2009
$
27.59 $
700,592.87
$ 58,382.74
July 1, 2009 -
June 30, 2010
$
28.14 $
714,559.02
$ 59,546.59
July 1, 2010 -
June 30, 2011
$
28.71 $
729,033.03
$ 60,752.75
July 1, 2011 -
June 30, 2012
$
29.28 $
743,507.04
$ 61,958.92
July 1, 2012 -
June 30, 2013
$
29.87 $
758,488.91
$ 63,207.41
July 1, 2013 -
June 30, 2014
$
30.46 $
773,470.78
$ 64,455.90
July 1, 2014 -
June 30, 2015
$
31.07 $
788,960.51
$ 65,746.71
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6. RENTAL RATE FOR THE
REMAINING PREMISES; EXTENDED TERM. The Base Rental due
from Tenant for
the Extended Term for the Premises (excluding the 6th Floor
Space which has
its Base Rental Schedule set forth in Article 5, above)
shall be as
follows:
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<Caption>
BASE RENTAL
(PER RENTABLE
SQUARE FOOT
ANNUAL BASE
MONTHLY
PERIOD
PER ANNUM
RENTAL
BASE RENT
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OCTOBER 1, 2011
- JUNE 30, 2015
$
32.881 $
2,504,841.72
$ 208,736.81
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7. RENTAL ABATEMENT FOR THE 6TH
FLOOR SPACE. Notwithstanding the terms of the
Lease and the
Fourth Amendment, there shall be no Base Rental due for the
6th Floor Space
(but there shall still be Base Rental due for the remainder
of the Premises)
for the first nineteen (19) months of the Term of Lease
for such space,
so that Base Rental shall commence and be due and payable
on the 6th Floor
Space on February 1, 2007.
8. OPERATING COSTS. Operating
Costs shall be due and payable for the 6th Floor
Space on the
same basis, and shall be calculated in the same manner, as
Operating Costs are
calculated for the Premises, under the Lease, except
that the Initial
Operating Costs for the 6th Floor Space only (and not for
the remainder of
the Premises) shall be the Operating Costs increases, on a
per rentable
square foot per annum basis, over the base year (calendar year
2005). Tenant
shall, and hereby covenants and agrees to, pay to Landlord
Operating Costs
for the 6th Floor Space in excess of the Initial Operating
Costs for the
6th Floor Space, with such amounts to be determined in the
manner as set
forth in the Lease. Such amounts shall be paid by Tenant at
the time and in
the manner that Operating Costs are payable by Tenant under
the Lease.
Notwithstanding anything to the contrary, pertaining to the 6th
floor space,
there shall be no increased Operating Cost payments during the
free rent period
until February 2007. In addition, the rental increases
shall be
prorated accordingly based upon the estimate for the increases
over the 2005
base year and prorated on a partial year basis for the eleven
(11) months in
calendar year 2007.
9. TENANT IMPROVEMENT AND SPACE
PLANNING ALLOWANCE. (a) The 6th Floor Space is
delivered to
Tenant in an "as is" condition in accordance to the conditions
provided under
the original lease dated February 16, 2001. Landlord will
provide a
build-out allowance of up to Thirty-Five and No/100 Dollars
($35.00) per
rentable square foot below a semi-finished ceiling, for the
6th Floor Space
(the "6th Floor Allowance"). In addition to the 6th Floor
Allowance,
Landlord shall provide ceiling grid cross T's, low-pressure
duct, Building
standard lights, and 2x2 ceiling tiles to be installed at
Tenant's expense
and standard base building blinds. Notwithstanding
anything to the
contrary, the base building condition shall be in
3
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accordance to
the terms in the Original Lease. The architect for the 6th
Floor Space
shall be Thompson Ventulett, Stainback & Associates and the
contractor shall
be Raven & Associates unless Tenant considers bids from
other reputable
contractors subject to the reasonable approval of the
Landlord. Work
in the 6th Floor Space shall otherwise generally be governed
by and
prosecuted under Article 10. below.
(b) Landlord shall
provide an additional tenant fit-up and finish
work allowance of Eight and No/100 Dollars ($8.00) per rentable
square foot in the Premises (excluding the 6th Floor Space), or
$609,432.00 in the aggregate. Such amount may be utilized by
Tenant at Tenant's discretion, subject to Landlord's prior
reasonable consent as to the nature and installation of the
improvements, in accordance with Article 7(a) of the Lease, and
which amount shall be due and payable to Tenant on or before
October lst, 2011 or on October 1, 2011 without Construction
Expense verification.
10. PERFORMANCE OF TENANT'S WORK.
(a) Tenant shall
perform or cause to be performed all of the work
contemplated in
the Premises to prepare for such Tenant's occupancy and use
(the "Tenant's
Work"), using a tenant general contractor, which must be
reasonably
consented to by Landlord, on a schedule reasonably consented to
by Landlord, and
in accordance with plans and specifications reasonably
consented to by
Landlord. The construction contract shall be in the name of
Tenant, and not
Landlord.
(b) Landlord will
require a high grade, first-class operation to be
conducted in the
Premises similar to the quality of Tenant's existing
premises.
Tenant's Work shall be performed in a first-class manner, using
new and
first-class, quality materials. Tenant's Work shall be
constructed
and installed in
accordance with all applicable laws, ordinances, codes and
rules and
regulations of governmental authorities. Tenant shall promptly
correct any of
Tenant's Work which is not in conformance therewith.
c) Tenant's
contract parties and subcontractors shall be subject to
reasonable
administrative supervisions by Landlord in their use of the
Building and
their relationship with Contractor, or contractors of other
tenants
