Office Lease Agreement

OFFICE LEASE AGREEMENT



THIS LEASE AGREEMENT, ("Lease") is made as of the 19th day of January, 1996, between Maguire/Thomas Partners - Westlake/ Southlake Partnership, a Texas general partnership, hereinafter called "Landlord", and American Airlines, Inc., a Delaware corporation, hereinafter called "Tenant".



LEASE OF PREMISES



In consideration of the mutual covenants herein, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to all the terms and conditions hereinafter set forth, those certain premises (hereinafter called the "Premises") set forth in Items 1 and 2 of the Basic Lease Provisions and shown on the drawings attached hereto and made a part hereof as Exhibit "A". The office building in which the Premises are located (the "Building"), the structured and surface parking which serve the Building including any such facilities if constructed pursuant to Section 16.24 (the "Parking Facilities"), all improvements and appurtenances to the Building and the land on which the Building, Parking Facilities, improvements and appurtenances are situated, are referred to collectively herein as the "Project", all as outlined on the site plan attached hereto as Exhibit "A-2". The Project is located within that certain development of Landlord in the Westlake/Southlake area as more particularly shown in Exhibit "A-3", attached hereto, which is hereinafter referred to as the "Complex". The land, on which the Project is situated, is more particularly described in Exhibit "A-1" attached hereto.





BASIC LEASE PROVISIONS



1. Building Name and Address: Southlake Building, 1 East Kirkwood Blvd.,

Southlake, Texas



2. Suites #: 100-500 Floors: One through Five



Rentable Area: 375,057 square feet



Parking Spaces: See attached Exhibit "F".



3. Total Rentable Area of Building: 375,057 square feet



Tenant's Building Expense Percentage: 100% (See Article 2)



4. a. Basic Rent: Months 1-60 (being from July 1, 1996, through

June 30, 2001, unless extended by reason of "Delay" as defined

in Section 1.01) being the annual amount of $5,550,843.60

($14.80 per rentable sq.ft.), payable in the monthly amount of

$462,570.30.







OFFICE LEASE AGREEMENT Months 61-90 (being from July 1, 2001, through December 31,

2003, unless extended by reason of Delay as defined in Section

1.01) being the annual amount of $6,300,957.60 ($16.80 per

rentable sq.ft.), payable in the monthly amount of

$525,079,80.



Months 91-120 (being from January 1, 2004 through June 30,

2006, unless extended by reason of Delay as defined in Section

1.01) being in the annual amount of $7,426,128.60 ($19.80 per

rentable sq.ft.), payable in the monthly amount of

$618,844.05.



The foregoing represent the months after the Rent Commencement Date.

From February 1, 1996, through June 30, 1996, no Basic Rent is due as

long as the License Agreement dated as of December 8, 1995, by and

between Landlord and Tenant ("License") remains in effect; however, if

the License is terminated for any reason permitted by the License

after entry into this Lease, then Tenant shall pay Landlord the sum of

$191,000, less any payments of the Basic Fee under the License

previously made by Tenant and, in consideration therefor, Tenant shall

be allowed to remain in possession of 20,000 rentable square feet of

space as referenced in the License (the "License Space") through June

30, 1996. If, on and after February 1, 1996, but prior to July 1,

1996, Tenant occupies any space in the Building for purposes of

conducting its business, other than the License Space, then Tenant

shall pay to Landlord for such additional space the sum of $.45 per

month per rentable square foot of such additional space, as such

rentable square feet are reasonably estimated by Landlord, which

payment will reimburse Landlord for Operating Expenses (as defined in

Section 2.02 A2) incurred in connection with Tenant's use of such

additional space. Beginning February 1, 1996, Tenant, under all

circumstances, shall pay to Landlord all Tenant's Electrical Expenses

(as defined in Section 2.02 A10) for the Project. The foregoing sums

shall be paid in advance on the first of each month with the exception

of the payment of the Tenant's Electrical Expenses which shall be made

fifteen (15) days after Landlord's delivery of a bill for same to



b. Tenant's Expense Stop: $ 5.40 per rentable sq.ft.

(See Article 2)



c. Additional Rent: see Article 2



d. Initial estimated monthly installment of Basic and Additional

Rent: $462,570.30 plus Electrical Expenses



e. Intentionally Deleted.



5. Term: Ten (10) years and five (5) months from the Commencement Date,

unless extended by Delay (as defined in Section 1.01) or











OFFICE LEASE AGREEMENT renewed in accordance with Exhibit K or terminated in accordance with

the provisions of the Lease.



6. Rent Commencement Date: July 1, 1996, unless extended by reason of

Delay (as defined in Section 1.01)



7. Intentionally Deleted



8. Broker(s): The Staubach Company



9. Permitted Use: General office use and data processing, in keeping with

the first class standards of the Complex and uses incidental or

related thereto including, without limitation, an employee cafeteria

and kitchens.



10. Intentionally deleted.



11. Addresses for notices due under this Lease:



Landlord: Tenant:



Maguire/Thomas Partners - American Airlines, Inc.

Westlake/Southlake Partnership 4255 Amon Carter Blvd.

Suite 550 Fort Worth, Texas 76155

Nine Village Circle Attn: Managing Director

Westlake, Texas 76262 Corporate Real Estate

Attn: Ms. Ann Withington Telecopy No. 817-967-3111

Telecopy No.: 817-430-8750



and and



Maguire/Thomas Partners - American Airlines, Inc.

Westlake/Southlake Partnership 4333 Amon Carter Blvd.

Suite 500 Fort Worth, Texas 76155

Nine Village Circle Attn: Corporate Secretary

Westlake, Texas 76262 Telecopy No.: 817-967-2937

Attn: Mr. Tom Allen

Telecopy No.: 817-430-8750





Maguire/Thomas Partners -

Westlake/Southlake Partnership

355 South Grand Suite 4500

Los Angeles, California 90071

Attn: Mr. Dan Gifford

Telecopy No.: 213-628-9531



Each reference in this Lease to any of the Basic Lease Provisions shall be construed to incorporate all of the terms provided under each such Basic Lease Provision.











OFFICE LEASE AGREEMENT TABLE OF CONTENTS





PAGE

----

Article 1 - Term and Possession 1



Article 2 - Rent 3



Article 3 - Intentionally Deleted 12



Article 4 - Occupancy and Use 12



Article 5 - Utilities and Services 14



Article 6 - Repairs, Maintenance, Alterations 17

and Improvements



Article 7 - Insurance, Fire and Casualty 20



Article 8 - Condemnation 26



Article 9 - Liens 27



Article 10 - Taxes on Tenant's Property 28



Article 11 - Subletting and Assigning 29



Article 12 - Transfers By Landlord 32



Article 13 - Default 33



Article 14 - Notices 36



Article 15 - Waiver of Landlord's Lien 37



Article 16 - Miscellaneous Provisions 37







Exhibit A - Floor Plan

Exhibit A-1 - Legal Description

Exhibit A-2 - Site Plan

Exhibit A-3 - Complex Site Plan

Exhibit B - Intentionally Deleted

Exhibit C - Rent Commencement Date Memorandum

Exhibit D - Agreement for Construction











OFFICE LEASE AGREEMENT

Exhibit E - Rules and Regulations



Exhibit F - Parking Agreement



Exhibit G - Project Maintenance Association



Exhibit H - Janitorial Specifications



Exhibit I - HVAC Standards



Exhibit J - Surface Parking Location



Exhibit K - Renewal Options



Exhibit L - Subordination, Non-Disturbance and Attornment Agreements



Exhibit M - Hazardous Substances



Exhibit N - Release of Lease and Waiver of Claim



Exhibit O - Memorandum of Lease











OFFICE LEASE AGREEMENT ARTICLE I



TERM AND POSSESSION





SECTION 1.01. COMMENCEMENT AND EXPIRATION. The term of this Lease for the payment of Basic Rent as defined below shall be the period of time specified in Item 5 of the Basic Lease Provisions with an expiration date on June 30, 2006 (the "Expiration Date") as such date may be extended as provided below. The Rent commencement date (the "Rent Commencement Date") shall be July 1, 1996, as specified in Item 6 of the Basic Lease Provisions except as may be delayed as provided below. The commencement date (the "Commencement Date") of this Lease shall be February 1, 1996. The term of this Lease shall expire, without notice to Tenant, on the Expiration Date required by Item 5 of the Basic Lease Provisions which date shall be memorialized in Exhibit C to be signed by the parties.



The prior tenant's employees in the Building shall vacate the Premises by the Commencement Date. If the prior tenant's employees have not vacated the Premises by the Commencement Date (such failure to vacate being referred to as the "Delay"), then Tenant shall deliver notice of such Delay, if any, by February 4, 1996, to Landlord and, as Tenant's sole remedy, the Rent Commencement Date shall be delayed one day for each day of Delay and the Expiration Date shall also be extended one day for each day of Delay (e.g., if the prior tenant's employees do not vacate the Building until February 5, 1996, then the Rent Commencement Date shall be July 5, 1996, and the Expiration Date shall be July 4, 2006). Failure to deliver the written notice to Landlord of the prior tenant's employees' failure to vacate the Premises shall waive the Tenant's rights in the event of Delay. Landlord and Tenant shall promptly sign Exhibit C attached hereto upon the occurrence of the Commencement Date. If the Rent Commencement Date is any day after July 1, 1996, then the first and last month's Basic Rent shall be pro-rated accordingly.



Landlord shall send its regular cleaning crew through the Building on February 1, 1996, or immediately after the prior tenant's employees have vacated, to clean and remove trash and any of the prior tenant's personalty such as desks, chairs, movable filing cabinets or the like from the Premises (but not the items specified in Section 16.26 below) after the prior tenant's employees vacate the Premises. The parties recognize that some equipment and personalty of the prior tenant and Landlord will remain in the Premises under Section 16.26 of this Lease; the presence of this personalty will not cause Delay as above defined as Delay can only be caused by the presence of the prior tenant's employees within the Premises for any purpose other than turning over the Premises to Tenant.



SECTION 1.02. CONSTRUCTION OF TENANT WORK AND POSSESSION. Tenant will perform or cause to be performed the Tenant Work as defined in











OFFICE LEASE AGREEMENT - Page 1 Exhibit "D", in accordance with the terms of said Exhibit "D". Subject to Landlord's obligations after completion of the Tenant Work under Section 6.01 below, Landlord has delivered and Tenant accepts the Premises in an "AS IS, WHERE IS, AND WITH ALL FAULTS" condition. Tenant assumes responsibility for timely completion of the Tenant Work. Landlord's right to approve the Tenant Work shall be in accordance with Exhibit "D". Tenant shall be responsible for compliance, at Tenant's expense, of the Building and all Tenant Work and Parking Facilities with all laws, codes, and ordinances, including, without limitation, the Americans with Disabilities Act, except for replacement of the roof and repairs of the foundation and load-bearing structures of the Building and the Parking Facilities (which shall be Landlord's responsibility and at its expense as provided herein) unless such repairs are caused by the Tenant.



SECTION 1.03. SURRENDER OF THE PREMISES. Upon the expiration or earlier termination of this Lease, or upon the exercise by Landlord of its right to re-enter the Premises without terminating this Lease, Tenant shall immediately surrender the Premises and all keys to the Premises to Landlord, together with all alterations, improvements and other property as provided elsewhere herein, in good order, condition and repair, except for ordinary wear and tear and damage by casualty; provided that at Landlord's written request as provided in Section 6.02C herein, Tenant shall remove at its expense any Tenant Alterations to the Premises which have become a part of and otherwise would have remained with the Premises. Tenant shall, at its expense, promptly repair any damage caused by removal of any Tenant Alterations (but not Tenant Work) requested by Landlord as aforesaid, and shall restore the Premises to the condition existing prior to the installation of the items removed. If Tenant fails to surrender the Premises in the condition aforesaid, then Landlord may restore the Premises to such a condition at Tenant's expense. Upon the expiration or earlier termination of the Lease, Tenant will, at the option of Landlord, execute a Release of Lease and Waiver of Claim in the form attached as Exhibit N, in recordable form, containing Tenant's release of all its interest in the Premises, but, in any event, Tenant's interest in the Premises shall terminate upon expiration or earlier termination of this Lease.



Any personalty or trade fixtures left by Tenant which remain in the Premises or in Landlord's custody for more than thirty (30) days after expiration or earlier termination of this Lease shall be considered abandoned and Landlord may dispose of same, at Tenant's cost, in such manner as Landlord deems advisable without liability to Tenant.



SECTION 1.04. HOLDING OVER. In the event Tenant, or any party under Tenant claiming rights to this agreement, retains possession of the Premises after the expiration or earlier termination of this Lease, such possession shall be an unlawful detainer, and no tenancy or interest shall result from such possession; such parties











OFFICE LEASE AGREEMENT - Page 2 shall be subject to eviction and removal, and Tenant or any such party shall pay Landlord as rent for the period of such holdover an amount equal to one and one-half times the then current Basic Rent for the Premises during the time of holdover. Tenant shall also pay any and all direct damages sustained by Landlord as a result of such holdover's effect on Landlord's ability to relet the Project. Tenant will vacate the Premises and deliver same to Landlord immediately upon Tenant's receipt of notice from Landlord to so vacate. The rent during such holdover period shall be payable to Landlord within fifteen days after Landlord's delivery of a bill for same to Tenant. No holding over by Tenant shall operate to extend this Lease.



SECTION 1.05. NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO WARRANTIES REGARDING THE PREMISES IN THIS LEASE AND LANDLORD HEREBY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR THEIR INTENDED COMMERCIAL PURPOSE. TENANT HAS HAD A REASONABLE OPPORTUNITY TO INSPECT THE PREMISES AND FINDS THAT THE PREMISES REASONABLY SUIT TENANT'S PURPOSES. TENANT HAS REASONABLE KNOWLEDGE OF THE PREMISES AND WITH THIS KNOWLEDGE HAS VOLUNTARILY AGREED TO DISCLAIM THE IMPLIED WARRANTY OF SUITABILITY. BOTH LANDLORD AND TENANT HAVE EXPRESSLY BARGAINED FOR AND AGREED TO THIS DISCLAIMER. FOR AND IN CONSIDERATION OF THE EXECUTION OF THIS LEASE, LANDLORD AND TENANT AGREE THAT LANDLORD WOULD NOT HAVE SIGNED THIS LEASE BUT FOR THE WAIVER CONTAINED HEREIN, AND TENANT WAIVES ANY WARRANTY REGARDING THE PREMISES EXCEPT THOSE EXPRESSLY PROVIDED IN THIS LEASE.





ARTICLE 2





SECTION 2.01. BASIC RENT. Tenant shall pay as Basic Rent for the Premises the annual and monthly sums shown in Item 4(a) of the Basic Lease Provisions. The Basic Rent shall be payable in monthly installments in advance, without demand or deduction, commencing on the Rent Commencement Date and continuing on the first day of each calendar month thereafter. If the Rent Commencement Date of this Lease commences on a day other than the first day of a calendar month, the Basic Rent for such partial month shall be prorated in the proportion that the number of days this Lease is in effect during such partial month bears to the number of days in that calendar month.



SECTION 2.02. ADDITIONAL RENT.



A. Definitions. For purposes of this Section 2.02, the following definitions shall apply:



1. "Additional Rent" shall mean the amount of "Tenant's Share of Operating Expenses", as defined in Section 2.02 A.12 hereof, for a particular calendar year, or portion thereof.











OFFICE LEASE AGREEMENT - Page 3 2. "Operating Expenses" shall mean the total of all actual costs, expenses and disbursements incurred or paid by Landlord in connection with the management, operation, maintenance (including cleaning, protecting and servicing), and repair of the Project for a particular calendar year or portion thereof as reasonably and consistently determined by Landlord in accordance with Generally Accepted Accounting Principles, consistently applied ("GAAP"), which Operating Expenses shall include, without limitation, (i) the cost of air-conditioning, electricity, heating, mechanical, ventilation and elevator systems and all other utilities and the cost of supplies and equipment and maintenance and service contracts in connection therewith, (ii) the cost of repairs, general maintenance, cleaning, trash removal, janitorial service, light bulb and tube replacement, and supplies and security service, (iii) the cost of fire, extended coverage, boiler, sprinkler, apparatus, public liability, property damage, rent, earthquake and all other insurance, (iv) wages, salaries and other labor costs directly related to the management and operation of the Project, including taxes, insurance, retirement, medical and other employee benefits, (v) fees, charges and other costs including management fees (which management fees shall not exceed 3% of gross revenues from the Project), consulting fees, legal fees and accounting fees of all independent contractors engaged by Landlord or reasonably charged by Landlord if Landlord performs such services, (vi) the cost of supplying, replacing and cleaning employee uniforms, (vii) the cost of the property manager's offices in the Complex, provided such office is devoted to the management, operation, maintenance or repair of the Project and the Complex, (viii) the cost of business taxes and licenses, (ix) all costs of operating, cleaning, maintaining, servicing, repairing and staffing the Parking Facilities and associated landscaped areas, (x) all Real Property Taxes as hereinafter defined, (xi) any fees or charges imposed by any federal, state or local government for fire protection, police, trash or other similar service which does not constitute a Real Property Tax, (xii) landscaping, (xiii) assessments by the Project Maintenance Association, as further described in Exhibit "G" attached hereto, and (xiv) Cost Saving Capital Improvement Amortization, as hereinafter defined. Certain of the foregoing expenses may be incurred by Landlord for the Project in conjunction with one or more additional buildings in the Complex ("Shared Expenses") in which event, Operating Expenses will include the Building's pro-rata share of any such Shared Expenses, calculated as follows: The Building's pro-rata share of any category of Shared Expense shall be equal to the total of such Shared Expense category multiplied by a fraction, the numerator of which is the total Rentable Area in the Building and the denominator of which is the total Rentable Area of all buildings incurring such category of Shared Expenses. Operating Expenses and Shared Expenses shall exclude any expenses paid for directly by Tenant or by any other tenants of the Project and/or Complex, and the amount and allocation of any item of Shared Expenses shall not exceed the amount such item of Operating Expenses would have been if such cost had not been shared by Tenant with other tenants in the Complex











OFFICE LEASE AGREEMENT - Page 4 (i.e., Tenant will not pay more by paying an item that is a Shared Expense than Tenant would have paid if it had paid the entire cost of the item itself). Notwithstanding the foregoing, certain exclusions from the definition of Operating Expenses are set forth in Section 2.02B below.



"Operating Expenses" shall not include any amounts expended by Landlord for repairs to the foundation and load- bearing structures or to the replacement of the roof unless such repairs are caused by Tenant. The cost of repairs to and maintenance of the roof and Building Systems (as hereinafter defined), but excluding the foundation and load bearing structures, unless the need for such repairs are caused by Tenant, will be included in Operating Expenses; provided, whether such costs for work done on the roof and Building Systems (as such Building Systems exist on January 31, 1996) constitute expenses (to be included within Operating Expenses) or capital expenditures (which, except as provided herein, are excluded from Operating Expenses) will be determined in accordance with GAAP. To the extent that Building Systems as same exist on January 31, 1996, must be replaced (as determined by GAAP) during the term of this Lease, such cost of replacement will not be included in Operating Expenses, but to the extent any Tenant Work or Tenant Alterations add additional capacity or elements to the Building Systems as same exist on January 31, 1996, the capital cost of replacing such additional capacity or elements will be included within Operating Expenses. As referenced above, all costs of operation of the Building Systems will be included in Operating Expenses.



3. "Real Property Taxes" shall mean all taxes, assessments (special or otherwise) and charges levied upon or with respect to the Project and ad valorem taxes for any personal property used in connection therewith. Real Property Taxes shall include, without limitation, any tax, fee or excise on the act of entering into this Lease, on the occupancy of Tenant, the Rent hereunder or in connection with the business of owning and/or renting space in the Project which are now or hereafter levied, assessed or imposed or assessed against Landlord by the United States of America, any State or any political subdivision, public corporation, district or other political or public entity, and shall also include any other tax, assessment, fee or excise, however described (whether general or special, ordinary or extraordinary, foreseen or unforeseen) which may be levied, assessed or imposed in lieu of, as a substitute, in whole or in part, for or as an addition to, any other Real Property Taxes. Landlord may pay any such special assessments in installments when allowed by law, in which case, Real Property Taxes shall include any interest charged. Real Property Taxes shall not include income, franchise, transfer, inheritance or capital stock taxes, unless, due to a change in the method of taxation, any of such taxes are levied, assessed or imposed against Landlord in lieu of, or as a substitute, in whole or in part, for or as an addition to, any other tax which would otherwise constitute a Real Property Tax. Real Property Taxes








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