-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HNrr8+QHYZxGSJKvAv9E3G+MXktK5EJvex/z4/8ED+at19J++AMhJS7+8yDNErqe Apx50XRSnfVS0DotatHFCw== 0000950133-99-001925.txt : 19990518 0000950133-99-001925.hdr.sgml : 19990518 ACCESSION NUMBER: 0000950133-99-001925 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK SOLUTIONS INC /DE/ CENTRAL INDEX KEY: 0001030341 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521146119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22967 FILM NUMBER: 99628179 BUSINESS ADDRESS: STREET 1: 505 HUNTMAR PARK DR CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7037420400 MAIL ADDRESS: STREET 1: 505 HUNTMAR PARK DRIVE CITY: HERNDON STATE: VA ZIP: 20170 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK SOLUTIONS INC /DE/ DATE OF NAME CHANGE: 19970702 10-Q 1 FORM 10-Q FOR NETWORK SOLUTIONS, INC. 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ COMMISSION FILE NUMBER: 0-22967 NETWORK SOLUTIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 52-1146119 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION)
505 HUNTMAR PARK DRIVE HERNDON, VIRGINIA 20170 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (703)742-0400 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of May 10, 1999, the Registrant had 18,424,134 shares of Class A common stock, $0.001 par value per share, issued and outstanding, and 14,850,000 shares of Class B common stock, $0.001 par value per share, issued and outstanding. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2
PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Statements of Financial Position as of December 31, 1998 and March 31, 1999 (Unaudited)................... 3 Unaudited Condensed Statements of Operations for the three months ended March 31, 1998 and 1999...................... 4 Unaudited Condensed Statements of Changes in Stockholders' Equity for the three months ended March 31, 1999.......... 5 Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 1998 and 1999...................... 6 Notes to Condensed Financial Statements..................... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................................ 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk...................................................... 25 PART II OTHER INFORMATION Item 1. Legal Proceedings........................................... 26 Item 2. Changes in Securities and Use of Proceeds................... 27 Item 6. Exhibits and Reports on Form 8-K............................ 27 Signature ........................................................... 29 Index to Exhibits.................................................... 30
2 3 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. NETWORK SOLUTIONS, INC. CONDENSED STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, MARCH 31, 1998 1999 ------------ ------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents................................. $ 12,862,000 $ 26,954,000 Short-term investments.................................... 118,808,000 121,544,000 Accounts receivable, net.................................. 22,628,000 35,745,000 Prepaids and other assets................................. 4,001,000 5,889,000 Deferred tax asset........................................ 40,508,000 56,954,000 ------------ ------------ Total current assets........................................ 198,807,000 247,086,000 Furniture and equipment, net................................ 16,005,000 31,224,000 Long-term investments....................................... 13,590,000 53,223,000 Deferred tax asset.......................................... 14,831,000 7,466,000 Goodwill, net............................................... 634,000 498,000 ------------ ------------ Total Assets................................................ $243,867,000 $339,497,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities.................. $ 28,287,000 $ 29,350,000 Due to SAIC............................................... 4,766,000 4,578,000 Income taxes payable...................................... 5,409,000 29,345,000 Current portion of capital lease obligations.............. 834,000 761,000 Deferred revenue, net..................................... 93,720,000 119,912,000 ------------ ------------ Total current liabilities................................... 133,016,000 183,946,000 Capital lease obligations................................... 247,000 100,000 Long-term deferred revenue, net............................. 35,474,000 48,450,000 ------------ ------------ Total liabilities........................................... 168,737,000 232,496,000 Commitments and contingencies -- -- Stockholders' equity: Preferred stock, $.001 par value, authorized 10,000,000 shares; none issued and outstanding in 1998 and 1999... -- -- Class A common stock, $.001 par value; authorized 100,000,000 shares; 9,140,372 and 18,390,684 issued and outstanding in 1998 and 1999........................... 9,000 18,000 Class B common stock, $.001 par value; authorized 30,000,000 shares; 23,850,000 and 14,850,000 issued and outstanding in 1998 and 1999........................... 24,000 15,000 Additional paid-in capital................................ 72,331,000 77,046,000 Retained earnings......................................... 2,407,000 7,205,000 Accumulated other comprehensive income.................... 359,000 22,717,000 ------------ ------------ Total stockholders' equity.................................. 75,130,000 107,001,000 ------------ ------------ Total Liabilities and Stockholders' Equity.................. $243,867,000 $339,497,000 ============ ============
The accompanying notes are an integral part of these financial statements. 3 4 NETWORK SOLUTIONS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ------------------------- 1998 1999 ----------- ----------- Net revenue................................................. $16,492,000 $38,132,000 Cost of revenue............................................. 7,348,000 14,541,000 ----------- ----------- Gross profit................................................ 9,144,000 23,591,000 Research and development expenses........................... 725,000 2,035,000 Selling, general and administrative expenses................ 6,182,000 15,265,000 Interest income............................................. (1,327,000) (1,930,000) Other expenses.............................................. 35,000 19,000 ----------- ----------- Income before income taxes.................................. 3,529,000 8,202,000 Provision for income taxes.................................. 1,480,000 3,404,000 ----------- ----------- Net income.................................................. $ 2,049,000 $ 4,798,000 =========== =========== Earnings per common share: Basic..................................................... $ 0.07 $ 0.14 =========== =========== Diluted................................................... $ 0.06 $ 0.14 =========== ===========
The accompanying notes are an integral part of these financial statements. 4 5 NETWORK SOLUTIONS, INC. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
CLASS A CLASS B ACCUMULATED COMMON STOCK COMMON STOCK ADDITIONAL OTHER -------------------- -------------------- PAID-IN COMPREHENSIVE RETAINED COMPREHENSIVE SHARES AMOUNT SHARES AMOUNT CAPITAL INCOME EARNINGS INCOME ---------- ------- ---------- ------- ----------- ------------- ---------- ------------- Balance, December 31, 1998.................. 9,140,000 $9,000 23,850,000 $24,000 $72,331,000 $ 359,000 $2,407,000 $ -- Issuance of common stock pursuant to stock plans........... 251,000 -- -- -- 1,809,000 -- -- -- Tax benefit associated with stock plans...... -- -- -- -- 2,906,000 -- -- -- Conversion of Class B Common Stock.......... 9,000,000 9,000 (9,000,000) (9,000) -- -- -- -- Comprehensive income: Net income for the period ended March 31, 1999.................. -- -- -- -- -- -- 4,798,000 4,798,000 Other comprehensive income, net of tax: Unrealized gains on securities............ -- -- -- -- -- 22,358,000 -- 22,358,000 ----------- Comprehensive income... -- -- -- -- -- -- -- $27,156,000 ---------- ------- ---------- ------- ----------- ----------- ---------- =========== Balance, March 31, 1999.................. 18,391,000 $18,000 14,850,000 $15,000 $77,046,000 $22,717,000 $7,205,000 ========== ======= ========== ======= =========== =========== ========== TOTAL STOCKHOLDERS' EQUITY ------------- Balance, December 31, 1998.................. $ 75,130,000 Issuance of common stock pursuant to stock plans........... 1,809,000 Tax benefit associated with stock plans...... 2,906,000 Conversion of Class B Common Stock.......... -- Comprehensive income: Net income for the period ended March 31, 1999.................. 4,798,000 Other comprehensive income, net of tax: Unrealized gains on securities............ 22,358,000 Comprehensive income... -- ------------ Balance, March 31, 1999.................. $107,001,000 ============
The accompanying notes are an integral part of these financial statements. 5 6 NETWORK SOLUTIONS, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, --------------------------- 1998 1999 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income................................................ $ 2,049,000 $ 4,798,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.......................... 717,000 1,474,000 Provision for uncollectible accounts receivable........ 2,168,000 -- Deferred income taxes.................................. (4,603,000) (25,271,000) Tax benefit associated with stock plans................ -- 2,906,000 Change in operating assets and liabilities: Increase in accounts receivable...................... (4,092,000) (13,117,000) Increase in prepaids and other assets................ (126,000) (1,888,000) Increase in accounts payable and accrued liabilities....................................... 579,000 1,063,000 Increase in income taxes payable..................... 2,202,000 23,936,000 Increase in deferred revenue......................... 11,069,000 39,168,000 ------------ ------------ Net cash provided by operating activities............ 9,963,000 33,069,000 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of furniture and equipment....................... (622,000) (16,557,000) Purchase of short-term investments, net................... (38,681,000) (1,821,000) Purchase of long-term investments......................... (6,152,000) (2,000,000) ------------ ------------ Net cash used in investing activities................ (45,455,000) (20,378,000) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net transactions with SAIC................................ 1,129,000 (188,000) Repayment of capital lease obligations.................... (205,000) (220,000) Issuance of common stock pursuant to stock plans.......... 253,000 1,809,000 ------------ ------------ Net cash provided by financing activities............ 1,177,000 1,401,000 ------------ ------------ Net increase (decrease) in cash and cash equivalents........ (34,315,000) 14,092,000 Cash and cash equivalents, beginning of period.............. 41,146,000 12,862,000 ------------ ------------ Cash and cash equivalents, end of period.................... $ 6,831,000 $ 26,954,000 ============ ============
The accompanying notes are an integral part of these financial statements. 6 7 NETWORK SOLUTIONS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE 1 -- ORGANIZATION AND BUSINESS Network Solutions currently acts as the exclusive registry and registrar of Internet domain names within the .com, .org, .net and .edu top level domains pursuant to the Cooperative Agreement with the Department of Commerce. Domain names are used to identify a unique site or presence on the Internet. As registry and registrar for these top level domains, Network Solutions registers new domain names and is responsible for the maintenance of the master file of domain names through daily updates to the Internet. Network Solutions also provides Internet Technology Services, focusing on architecture, implementation and support services to help large enterprises and Internet service providers improve their operational effectiveness. NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES INTERIM FINANCIAL STATEMENTS The interim financial statements have been prepared by Network Solutions without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). In the opinion of management, financial statements included in this report reflect all normal recurring adjustments which Network Solutions considers necessary for fair presentation of the results of operations for the interim periods covered and of the financial position of Network Solutions at the date of the interim balance sheet. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, Network Solutions believes that the disclosures are adequate for understanding the information presented. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. These interim financial statements should be read in conjunction with Network Solutions' December 31, 1998 audited financial statements and notes thereto included in Network Solutions' Form 10-K annual report for the year ended December 31, 1998. Prior periods have been restated for comparative purposes. NOTE 3 -- STOCK SPLIT AND SECONDARY STOCK OFFERING STOCK SPLIT On December 31, 1998, Network Solutions' board of directors approved a two-for-one stock split of the shares of Class A common stock and Class B common stock, to be effected in the form of a 100% stock dividend on shares of Class A common stock and Class B common stock outstanding on February 26, 1999. The stock dividend was distributed on March 23, 1999. Share and per share information for all periods presented in the accompanying financial statements have been adjusted to reflect the two-for-one stock split. SECONDARY STOCK OFFERING On February 12, 1999, Network Solutions completed a secondary stock offering in which a total of 9,160,000 shares of Class A common stock were sold. Concurrent with the offering, Science Applications International Corporation, commonly known as "SAIC", converted 9,000,000 shares of Class B common stock into 9,000,000 shares of Class A common stock sold in the offering. The remaining 160,000 shares of Class A common stock were sold by other selling stockholders after they exercised the applicable stock options simultaneously with the closing of the offering. Network Solutions was not a selling stockholder, and, therefore, did not receive any proceeds from the stock offering other than proceeds from options exercised as part of the offering. After the offering, SAIC owns approximately 89% of the combined voting power and approximately 45% of the economic interest of the outstanding common stock. By May 31, 1999, SAIC intends to convert all of the remaining Class B common stock into an identical number of shares of Class A common stock. After that conversion, Class A common stock will be the only 7 8 class of common stock outstanding and SAIC will own approximately 45% of the voting power and economic interest of Network Solutions' outstanding common stock. NOTE 4 -- COMPUTATION OF EARNINGS PER SHARE The following is a reconciliation of the numerator and denominator used in the basic and diluted earnings per share computations:
INCOME SHARES PER SHARE (NUMERATOR) (DENOMINATOR) AMOUNT ----------- ------------- --------- THREE MONTHS ENDED MARCH 31, 1998 Basic.................................. $2,049,000 31,453,000 $0.07 ===== Dilutive securities: Outstanding options.................. -- 824,000 ---------- ---------- Diluted................................ $2,049,000 32,277,000 $0.06 ========== ========== ===== THREE MONTHS ENDED MARCH 31, 1999 Basic.................................. $4,798,000 33,121,000 $0.14 ===== Dilutive securities: Outstanding options.................. -- 1,614,000 ---------- ---------- Diluted................................ $4,798,000 34,735,000 $0.14 ========== ========== =====
Common shares issued are weighted for the period the shares were outstanding and incremental shares assumed issued under the treasury stock method for diluted EPS are weighted for the period the underlying options were outstanding. NOTE 5 -- ACCUMULATED OTHER COMPREHENSIVE INCOME BALANCES The changes in the components of accumulated other comprehensive income are reported net of income taxes for the three months ended March 31, 1999 as follows:
ACCUMULATED OTHER UNREALIZED GAINS COMPREHENSIVE ON SECURITIES INCOME ---------------- ------------- Pre-tax amount.......................... $38,547,000 $38,547,000 Income taxes............................ 16,189,000 16,189,000 ----------- ----------- Net of tax amount....................... $22,358,000 $22,358,000 =========== ===========
NOTE 6 -- SUBSEQUENT EVENTS LITIGATION On May 14, 1999, the U.S. Court of Appeals for the District of Columbia Circuit unanimously affirmed Federal District Court Judge Thomas F. Hogan's decision in Thomas v. Network Solutions and the National Science Foundation, thus affirming the validation of Network Solutions' role in providing domain name registration services and charging fees for such services. The lawsuit, which had been filed in October 1997, named the National Science Foundation and Network Solutions as defendants, and alleged that the National Science Foundation lacked authority to permit Network Solutions to charge for Internet registration services, and to set aside 30 percent of all fees for the preservation and enhancement of the Internet's infrastructure. The suit further had charged that the National Science Foundation had created an illegal monopoly in Internet registration services and that Network Solutions had illegally precluded competition. On May 7, 1999, in the case of Bruce Watts v. Network Solutions, Inc., U.S. District Court Judge Hamilton of the Southern District of Indiana granted Network Solutions' motion to dismiss allegations of 8 9 antitrust liability under the Sherman Act and also granted Network Solutions' motion for summary judgment on allegations of contributory trademark infringement under the Lanham Act. Watts had challenged Network Solutions' first-come, first-served domain name registration policy, alleging that Network Solutions failed to stop cybersquatting and violated the Sherman Act and Lanham Act and the common law of unfair uncompetition. On April 26, 1999, the Pennsylvania Attorney General dismissed Network Solutions from a suit brought by the Pennsylvania Attorney General's Office against a domain holder who was alleged to have used his domain name in connection with a web site promoting white supremacy and threatening certain state employees. Named in the suit were all of the communications companies in any way connected with the domain name or web site. STATUS OF COOPERATIVE AGREEMENT On January 1, 1993, we initiated phase-in of a Cooperative Agreement with the National Science Foundation. The three-month phase-in was followed by a five-year operations period, commencing April 1, 1993 and ending March 31, 1998, and a six-month flexibility period through September 1998. Effective in September 1998, the responsibility for the Cooperative Agreement was transferred to the Department of Commerce. In October 1998, the Cooperative Agreement was amended to extend the flexibility period through September 30, 2000 and to transition to a shared registration system. In accordance with the terms of the October 1998 amendment to the Cooperative Agreement, as amended in March 1999, we have developed a protocol and associated software to support a Shared Registration System which will permit multiple registrars to provide registration services within the top level domains for which we will act as registry. Network Solutions has deployed its proprietary Shared Registration System on schedule by establishing a test bed to support actual registrations by five new registrars. We have entered into license agreements with the five new registrars to provide access to the Shared Registration System, permitting them to directly register and maintain actual domain names. During the current 60-day test bed period, we have agreed to charge the new registrars an interim registry fee of $18 for each new two-year registration. To date, none of the new test bed registrars have completed their systems development and testing to enable them to register actual names within the Shared Registration System. Network Solutions continues to work with the U.S. Government in establishing the post-test bed registry price and other issues surrounding the registry operations in a competitive environment. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. This quarterly report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Statements regarding the intent, belief or current expectations of Network Solutions are intended to be forward-looking statements which may involve risk and uncertainty. There are a number of factors that could cause Network Solutions actual results to differ materially from those indicated by such forward-looking statements, including, but not limited to, those discussed in "Part I -- Item 1 - -- Business -- Risk Factors" and "Part II -- Item 7 -- Management's Discussion and Analysis of Financial Condition and Results of Operations -- Factors Affecting Operating Results" contained in Network Solutions' 1998 Form 10-K, as filed with the Securities and Exchange Commission on March 30, 1999. In addition, set forth below under the heading "Factors Affecting Operating Results" is a further discussion of certain of those risks as they relate to the period covered by this report, Network Solutions' near term outlook with respect thereto, and the forward-looking statements set forth herein; however, the absence in this quarterly report of a complete recitation of or update to all risk factors identified in the 1998 Form 10-K should not be interpreted as modifying or superseding any such risk factors, except to the extent set forth below. Investors should review this quarterly report in combination with Network Solutions' 1998 Form 10-K in order to have a more 9 10 complete understanding of the principal risks associated with an investment in Network Solutions' common stock. OVERVIEW Network Solutions currently acts as the registry and exclusive registrar of Internet domain names within the .com, .net, .org and .edu top level domains pursuant to the Cooperative Agreement with the Department of Commerce. Domain names are used to identify a unique site or presence on the Internet. As registry and registrar for these top level domains, Network Solutions registers new domain names, maintains the master file of domain names and updates that master file to the Internet daily. Network Solutions also provides Internet Technology Services, focusing on network engineering, network and systems security and network management solutions. Registration Services. In December 1992, Network Solutions entered into the Cooperative Agreement with the National Science Foundation under which Network Solutions was to provide Internet domain name registration services for five top level domains: .com, .org, .net, .edu and .gov. These registration services include the initial two year domain name registration and annual re-registration, and throughout the registration term, maintenance of and unlimited modifications to individual domain name records and updates to the master file of domain names. The Cooperative Agreement became effective January 1, 1993. It included a three-month phase-in period, a five-year operational period, commencing April 1, 1993 and ending March 31, 1998, and a six-month flexibility period through September 30, 1998. Effective September 9, 1998, the Department of Commerce took over the administration of the Cooperative Agreement from the NSF. In October 1998, the Cooperative Agreement was amended to extend the flexibility period until September 30, 2000 and to transition to a shared registration system. The original terms of the Cooperative Agreement provided for a cost reimbursement plus fixed-fee contract. Effective September 14, 1995, the National Science Foundation and Network Solutions amended the Cooperative Agreement to require Network Solutions to begin charging end users a services fee of $50 per year for each domain name in the .com, .org and .net top level domains. Prior to April 1, 1998, registrants paid a services fee of $100 for two years of domain name services upon each initial registration and an annual re- registration fee of $50 per year thereafter. The National Science Foundation paid the registration fees for domain names within the .edu and .gov top level domains through March 31, 1997. Commencing April 1, 1997, Network Solutions agreed with the National Science Foundation to provide domain name services within the .edu and .gov top level domains free of charge. As of October 1, 1997, Network Solutions no longer registers or administers domain names in the .gov top level domain. Under the terms of the September 14, 1995 amendment to the Cooperative Agreement, 30% of the registration fees collected by Network Solutions was required to be set aside for the enhancement of the intellectual infrastructure of the Internet and, as such, was not recognized as revenue by Network Solutions. The set aside funds, plus any interest earned, were disbursed at the direction of the National Science Foundation. As of December 31, 1998, the Company had cumulatively disbursed all set aside funds collected and associated interest earned for a total of $62.3 million to the National Science Foundation at their direction. On March 12, 1998, the NSF and Network Solutions amended the Cooperative Agreement to eliminate the 30% set aside requirement effective April 1, 1998 and to reduce the registration fees by a corresponding amount. Initial registrations on and after April 1, 1998 are charged $70 for two years of registration services and an annual renewal fee of $35 per year thereafter. This amendment had no effect on the revenue recognized on each registration ($70 for initial registrations and $35 for renewals), since Network Solutions previously did not recognize revenue on the 30% set aside funds. Accordingly, while the revenue to Network Solutions on a per registration basis did not change, the amount charged to customers declined. In order to provide prompt access to new domain names on the Internet, Network Solutions generally invoices customers and permits them to pay their registration fees after their domain names are registered. Network Solutions' experience has been that, for the period from September 1995 through March 1999, approximately 34% of registrations have ultimately been deactivated for non-payment. Network Solutions 10 11 believes that this level of uncollectible receivables is due to, among other factors, the large number of individuals and corporations that have registered multiple domain names with the apparent intention of reselling such names at a profit. Such resellers have a greater tendency than other customers to default on their registration fees. As a consequence, Network Solutions has recorded a comparable provision for uncollectible accounts in determining net registration revenue. Registration fees charged to end users for registration services, net of any 30% set aside funds, are recognized as revenue evenly over the registration term. Accordingly, Network Solutions recognizes $70 on a straight-line basis over the two-year services period for each initial domain name registration, equivalent to $35 per year. Annual re-registrations of domain name registrations are recorded as revenue based upon $35 recognized on a straight-line basis over the one-year services period. This subscription-based model defers revenue recognition until Network Solutions provides the registration services, including maintenance of and unlimited modifications to individual domain name records, over the respective registration terms. At March 31, 1999, Network Solutions had net deferred revenue of $168.4 million. Internet Technology Services. Substantially all of Network Solutions' Internet Technology Services revenue is derived from professional services which are generally provided to clients on a time and expense basis and is recognized as services are performed. The majority of Network Solutions' Internet Technology Services are provided to customers in the financial services industry. Citicorp is currently Network Solutions' largest Internet Technology Services client, accounting for 45.2% of Network Solutions' Internet Technology Services business net revenue and 3.9% of Network Solutions' total net revenue for the three months ended March 31, 1999. Citicorp originally contracted with Network Solutions in August 1998 and Network Solutions currently provides network design and engineering services as well as a variety of project specific services under the contract. RESULTS OF OPERATIONS Net Revenue. Net revenue increased 131% from $16.5 million for the three months ended March 31, 1998 to $38.1 million for the three months ended March 31, 1999. This increase in net revenue was primarily attributable to the increase in the number of domain name registrations, principally in the .com top level domain. Net revenue from registration services increased 125% from $15.5 million for the three months ended March 31, 1998 to $34.8 million for the three months ended March 31, 1999. Net new registrations increased 171% from 340,000 for the three months ended March 31, 1998 to 922,000 for the three months ended March 31, 1999. This also represents a 49% increase over the 621,000 net new registrations for the three months ended December 31, 1998. Growth in net registrations continues to be driven by the widespread use and adoption by businesses of the Internet and Intranets on a global basis. Cumulative net registrations as of March 31, 1998 were 1,862,000 as compared to 4,225,000 as of March 31, 1999, for a 127% increase. In addition, this growth in cumulative net registrations is a 26% increase in Network Solutions' entire customer base since December 31, 1998. Net revenue from Internet Technology Services increased 230% from $1.0 million for the three months ended March 31, 1998 to $3.3 million for the three months ended March 31, 1999. Citicorp accounted for $1.5 million or 3.9% of Network Solutions' total net revenue for the three months ended March 31, 1999. Cost of Revenue. Cost of revenue consists primarily of salaries and employee benefits, fees paid to subcontractors for work performed in connection with revenue producing projects, depreciation and equipment costs, lease costs of the operations infrastructure and the associated operating overhead. Cost of revenue increased 98% from $7.3 million for the three months ended March 31, 1998 to $14.5 million for the three months ended March 31, 1999. The increase was primarily driven by the growth of Network Solutions' registration business which experienced additional outsourcing costs of $3.5 million in support of invoicing, collection and processing activities and additional direct labor charges of $1.3 million related to systems engineering and operations. Further, direct labor and subcontractor costs attributable to Internet Technology Services increased $1.4 million. 11 12 As a percentage of net revenue, cost of revenue decreased from 44.6% for the three months ended March 31, 1998 to 38.1% for the three months ended March 31, 1999. This decrease primarily reflects economies of scale that Network Solutions has continued to achieve due to the growth of its subscription-based domain name registration business. In the near term, the continued need for back office investments is expected to partially offset future margin improvements arising from economies of scale. Research and Development Expenses. Research and development expenses consist primarily of compensation expenses to support the creation, development and enhancement of Network Solutions' products and technologies. Research and development expenses increased 181% from $725,000 for the three months ended March 31, 1998 to $2,035,000 for the three months ended March 31, 1999. Network Solutions expects that the level of research and development expenses will continue to increase in the near future in absolute dollars as Network Solutions invests in developing new product and service offerings. As a percentage of net revenue, research and development expenses were 4.4% for the three months ended March 31, 1998 and 5.3% for the three months ended March 31, 1999. Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of salaries of business development, general management, administrative and financial personnel, marketing expenses, corporate services from SAIC, legal and other professional costs and amortization of goodwill associated with Network Solutions' 1995 acquisition by SAIC. Selling, general and administrative expenses increased 147% from $6.2 million for the three months ended March 31, 1998 to $15.3 million for the three months ended March 31, 1999. The increase was attributable to a $7.3 million increase in marketing and business development expenses including television, Internet banner advertising and targeted direct mail campaigns, and increased staffing expenses of $1.0 million. As a percentage of net revenue, selling, general and administrative expenses increased from 37.5% for the three months ended March 31, 1998 to 40.0% for the three months ended March 31, 1999. Network Solutions expects that the level of selling, general and administrative expenses will continue to increase significantly in the near future in terms of absolute dollars as operations continue to expand. In particular, sales, marketing and business development expenses will increase as Network Solutions continues to promote the value of a .com web address and other new Internet-based value-added services. Network Solutions also plans to continue to develop and enhance its distribution channels, both domestically and internationally. Interest Income. Network Solutions had net interest income of $1.3 million for the three months ended March 31, 1998 as compared to $1.9 million for the three months ended March 31, 1999. The increase is attributable to the investment of the positive cash flow resulting primarily from increasing domain name registrations. Income Taxes. The provision for income taxes was 42% of pretax earnings, or $1.5 million for the three months ended March 31, 1998, and 42% or $3.4 million for the three months ended March 31, 1999. The difference between the effective rate for both periods presented and the statutory rate is principally attributable to the relative impact that non-deductible goodwill had on pretax operating income. Goodwill is being amortized by Network Solutions over five years and is associated with the acquisition of Network Solutions by SAIC in 1995. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1999, Network Solutions' principal source of liquidity was its cash and cash equivalents of $26.9 million and its short-term investments of $121.5 million, which when combined represent an increase of $16.8 million from its December 31, 1998 balances in those accounts. At March 31, 1999, Network Solutions' cumulative net obligation to SAIC for intercompany activity was $4.6 million, a decrease of $0.2 million for the quarter. Intercompany activity is primarily comprised of salaries and benefits paid by SAIC on behalf of Network Solutions. Network Solutions currently reimburses SAIC for intercompany activity on a monthly basis. Pursuant to the Tax Sharing Agreement dated September 26, 1997, Network Solutions now generally remits income tax payments directly to tax authorities as it no longer is part of SAIC's consolidated group for federal income tax purposes. 12 13 Cash provided by operations was $33.0 million for the three months ended March 31, 1999. This amount is principally attributed to net income plus the increase in deferred revenue reflecting cash collected in advance of registration services revenue recognition which occurs ratably over the two- and one-year registration terms. Partially offsetting this amount is an increase in deferred tax assets resulting from accelerated revenue recognition for tax purposes and the associated tax liabilities, generally paid on a quarterly basis. Investing activities totaled $20.4 million for the three months ended March 31, 1999, of which $3.8 million was net purchases of short and long-term investments. Included in the investments purchased during the period was a $2.0 million investment in a strategic business partner which subsequently consummated its initial public offering during the three month period ended March 31, 1999. Capital expenditures were $16.6 million for the quarter, primarily for computer equipment and software. Network Solutions will continue to invest in the back office infrastructure in advance of continued growth in domain name registrations and as Network Solutions designs and builds the shared registration system in accordance with the Cooperative Agreement. Network Solutions believes that its existing cash balance, investments and cash flows expected from future operations will be sufficient to meet Network Solutions' capital requirements for at least the next 12 months. FACTORS AFFECTING OPERATING RESULTS INDUSTRY RISKS Ongoing privatization of Internet administration could harm our registration business Within the U.S. Government, leadership for the continued privatization of Internet administration is currently provided by the Department of Commerce. After a series of draft proposals and public comment periods, on June 10, 1998, the Department of Commerce published in the Federal Register a plan referred to as the Statement of Policy or "White Paper," calling for the formation of a not-for-profit corporation to assume certain responsibilities relating to the domain name system, but not to perform actual registration of domain names either as a registrar or registry. The Statement of Policy called for increased competition and invited private sector Internet stakeholders to work together to form a new private, not-for-profit corporation to oversee policy for the Internet name and address system. The Statement of Policy distinguished between the registry and registrar functions of the domain name system, both of which functions are currently performed exclusively by us in the .com, .org, .net and .edu top level domains. The technical structure of the Internet only permits one registry for each top level domain. A registrar acts as the interface between the registry and the end-user domain name holders. Registrars submit to the registry certain limited information for each of their customers that has a second level domain name in that top level domain. A registrar can provide value-added products and services in addition to its basic registration service. Numerous registrars will be able to operate within each top level domain. As part of the process initiated by the Statement of Policy, several proposals were put forward to the Department of Commerce on the establishment and governance of the not-for-profit corporation. The proposals differed in several respects including, among others, their approaches to the following issues: place and form of incorporation; method for selection of the interim and permanent board of directors; who should be eligible to become a member and on what questions should the members vote; what authority should be granted to the board of directors and what authority should be reserved to the members, if any; and whether there should be separate supporting organizations and, if so, what authority these organizations should have. A U.S. based private not-for-profit corporation with an international board of directors, denoted the Internet Corporation for Assigned Names and Numbers, or "ICANN," submitted various proposals which formed the basis of discussion at a number of public and private meetings. As a result of these and other meetings and private negotiations, the process initiated by the Statement of Policy has resulted in the entry by the U.S. Government into a Memorandum of Understanding, or "MOU," with ICANN. Under the MOU, the parties will jointly design, develop and test the mechanisms, methods and procedures that should be in place 13 14 and the steps necessary to transition management responsibility for certain domain name system functions to a private-sector not-for-profit entity. The MOU provides that once testing is successfully completed, it is contemplated that management of certain domain name system functions will be transitioned to the mechanisms, methods and procedures designed and developed in this joint project. The U.S. Government has sent us a letter directing us to treat ICANN as the not-for-profit corporation identified in the October amendment to the Cooperative Agreement, in the performance of ICANN's obligations under the MOU and until such time as the MOU is terminated. We have not yet responded to that letter. ICANN's bylaws call for the creation of supporting organizations that will select some ICANN board members and provide policy recommendations in particular areas. ICANN called for submission by February 5, 1999 of applications from groups urging "recognition" of a domain name supporting organization that would be charged with developing recommendations for policies ICANN might apply when, and if, it begins exercising responsibility over certain domain name system functions. Those responsibilities could include entering into contracts with registries for all top level domains and adding new top level domains. We submitted comments regarding the structure and function of such a domain name supporting organization. On March 4, 1999, the ICANN Board adopted a domain name supporting organization formation concept statement reflecting some, but not all of our comments. On March 15, 1999, ICANN released a staff draft of amendments to its bylaws based on the formation concept statement to establish a domain name supporting organization that will first meet in May 1999. On March 31, 1999, the ICANN Board adopted bylaw changes to govern establishment of the domain name supporting organization. We have proposed to organize a global top level domain registry constituency for the domain name supporting organization and may join other constituencies. We believe that further organizational steps are planned for the next ICANN meeting in late May 1999. We cannot be sure that ICANN will take positions favorable to us in the process of implementing the final bylaws, recognizing domain name supporting constituencies or in its further policy development or contract formation. The Statement of Policy calls for a phased transition of the Department of Commerce's responsibilities for the domain name system to a not-for-profit corporation by September 30, 2000. We face risks from this transition, including: - failure to achieve consensus on the many issues relating to the functioning and governance of the not-for-profit corporation could result in instability in domain name system administration, - the not-for-profit corporation could fail to gain legitimacy resulting in instability in domain name system administration, - the U.S. Government could refuse to transfer certain responsibilities for domain name system administration to the not-for-profit corporation due to security, stability or other reasons resulting in fragmentation or other instability in domain name system administration, and - the not-for-profit corporation could adopt or promote policies, procedures or programs that are unfavorable to our role in the registration of domain names or that are not consistent with our current or future plans. Despite the significant efforts undertaken to date, it is impossible to predict at this time whether or when the process initiated by the Statement of Policy will result in the full transition to the not-for-profit corporation of domain name system responsibilities as and to the extent contemplated in the Statement of Policy and, if it does, the effect on us of such transition. Operations under, changes to or disputes under the cooperative agreement could harm our business As the U.S. Government transitions certain responsibilities for domain name system administration to the not-for-profit corporation, corresponding obligations under the Cooperative Agreement may be terminated and, as appropriate, covered in a contract between the not-for-profit corporation and us. The U.S. Government sent us a letter directing us to treat ICANN as the not-for-profit corporation identified in the amended 14 15 Cooperative Agreement in the performance of ICANN's obligations under the MOU and until such time as the MOU is terminated. We have not yet responded to that letter. We have not yet reached agreement with the U.S. Government or ICANN with respect to the terms of the transition. We may not be able to reach agreement and either ICANN or the U.S. Government may take positions that adversely affect us. We held two meetings of a technical advisory group to comment on and participate in testing of our shared registration system and a third meeting is scheduled for late May 1999. The group included members suggested by ICANN to the Department of Commerce and other individuals. In the transition to a shared registration system under the Cooperative Agreement, we are operationally separating our registry business from our registrar business. Additional, competing registrars will be able to market registration services in the .com, .net and .org top level domains, with the domain names registered through the registry that we maintain for each of those top level domains. Accordingly, persons registering second level domain names will be able to choose among a number of different registrars, including us. We began this transition on schedule, with the launch of a testbed phase involving the following five registrars accredited by ICANN: America Online, Inc., CORE or "Internet Council of Registrars", France Telecom/ Oleane, Melbourne IT and Register.com. As the registry, we have contracts with each of these registrars allowing them to directly register names through our registry services division using our proprietary Shared Registration System. Registrations of domain names by these five testbed registrars have not as yet commenced. ICANN also accredited 29 additional registrars to begin offering registration services after the testbed. The proposed accreditation contract between the registrars and ICANN would require payment of fees to ICANN and would impose special restrictions on a registrar also acting as the registry. We filed substantial comments with ICANN objecting to various aspects of the proposed accreditation approach. Our registry services under the Cooperative Agreement will be subject to a price cap. During the testbed phase, the cap was set at $18 for a two-year registration and $9 for a one-year re-registration and our Registrar License and Agreement under which we, as the registry, grant a license to use the Shared Registration System, was approved for use by agreement with the Department of Commerce under Amendment 13 to the Cooperative Agreement. Registrar services, once competitive, may be priced in different ways by us and competing registrars. Termination, or a change in the terms, of the Cooperative Agreement could harm our business. While the Cooperative Agreement by its terms expires in September 2000, it may be terminated earlier. We are currently in discussions with the U.S. Government regarding adequate testing and full implementation of the Shared Registration System and a wide range of contractual issues. The Department of Commerce's interpretation of certain provisions of the Cooperative Agreement could differ from ours. For example, the Department of Commerce has publicly expressed concerns about our use of the WHOIS service, the internic.net website and our access policy to our top level domain name zone file. We have reached agreements with the U.S. Government concerning the temporary provision of access to the top level domain zone file, operation of the WHOIS service and use of the internic.net website. Nevertheless, some differences of opinion or interpretation remain to be addressed. These differences in interpretation or opinion could lead to disputes between us and the Department of Commerce or the not-for-profit corporation, which may or may not be resolved in our favor. Certain aspects of implementation of the Cooperative Agreement also remain to be fully negotiated, including the maximum price we will charge after the testbed period for registry services in the top level domains for which we now act as registry. If we are unsuccessful in negotiating acceptable terms of implementation, the costs of implementation of the Cooperative Agreement, our relationship with the not-for-profit corporation and other matters affecting our position in a more competitive domain name system environment could be harmed. Challenges to authority over domain name administration could harm our business Withdrawal of or challenges to the U.S. Government's sponsorship or authorization of certain functions that we perform could create a public perception or result in a legal finding that we lack authority to continue in our current role as registry or registrar within the .com, .org, .net and .edu top level domains. The legal authority underlying the roles of the Department of Commerce and the not-for-profit corporation with regard 15 16 to the domain name system also could be challenged. The impact, if any, of any such public perception or finding is unknown, but it could be harmful to our business. We may not be able to compete effectively due to increased competition in the domain name registration business The introduction of additional competition into the domain name registration business could be harmful to our business. This includes, in particular, competition among registrars within a single top level domain, like .com, and competition among registrars and registries of existing and potential new top level domains. We already face competition in the domain name registration business from registries for country code top level domains, third level domain name providers such as Internet access providers and registrars and registries of top level domains other than those top level domains which we currently register. A number of entities have already begun to offer competing registration services using other top level domains. Our shared registration system is now available to the five testbed registrars in the .com, .org and .net top level domains. More competing registrars are scheduled to offer competing registration services in these top level domains in the near future. Future competition in the domain name registration business as a registry or registrar could come from many different companies, including: - domain name registration resellers, - country code registries, - Internet access providers, and - major telecommunications firms. Many of these entities have core capabilities to deliver registry and/or registrar services, such as help desks, billing services and network management, along with strong name recognition and Internet industry experience. Our revenue could be reduced due to increased competition, pricing pressures or a modification of billing practices. For example, other entities may bundle domain name registrations with other products or services. We depend on future growth of the Internet and Internet infrastructure Our future success substantially depends on the continued growth in the use of the Internet. If the use of and interest in the Internet does not continue to grow, our business would be harmed. Continued growth of the Internet could be slowed by: - inadequate infrastructure, - lack of availability of cost-effective, high speed systems and service, - delays in developing or adopting new standards and protocols to handle increased levels of Internet activity, or - government regulation. We rely on third parties who maintain and control root zone and top level domain zone servers We currently administer and operate only two of the 13 root zone servers and four top level domain zone servers. The others are administered and operated by independent operators on a volunteer basis. Because of the importance to the functioning of the Internet of these root zone servers and top level domain zone servers, our registration business could be harmed if these volunteer operators fail to properly maintain such servers or abandon such servers. Further, our registration business could be harmed if any of these volunteer operators fail to include or provide accessibility to the data that we maintain in the root zone servers and the top level domain zone servers that we control. 16 17 We rely on Internet service providers Our registration business could be harmed if enough Internet service providers decided not to route Internet communications to or from domain names registered by us or if enough Internet service providers decided to provide routing to a set of domain name servers which did not point to our top level domain zone servers. System failure or interruption, security breaches or our failure to meet increasing demands on our systems could harm our business Any significant problem with our systems or operations could result in lost revenue, customer dissatisfaction or lawsuits against us. A failure in the operation of our registration system or other events could result in deletion of one or more domain names from the Internet for a period of time. A failure in the operation or update of the master database that we maintain could result in deletion of one or more top level domains from the Internet and the discontinuation of second level domain names in those top level domains for a period of time. The inability of our registration system, including our back office billing and collections infrastructure, and telecommunications systems to meet the demands of the increasing number of domain name registration requests and corresponding customer e-mails and telephone calls could result in substantial degradation in our customer support service and our ability to process, bill and collect registration requests in a timely manner. Our operations depend on our ability to maintain our computer and telecommunications equipment in effective working order and to reasonably protect our systems against interruption. The root zone servers and top level domain zone servers that we operate are critical hardware to our operations. Interruptions could result from: - fire, natural disaster, sabotage, power loss, telecommunication failure, human error or similar events, - computer viruses, hackers or similar disruptive problems caused by employees, customers or other Internet users, and - systems strain caused by the growth of our customer base and our inability to sufficiently maintain or upgrade our systems. We may lose revenue or incur significant costs if Year 2000 compliance issues are not properly addressed Our failure, or the failure of third parties on which we rely, to adequately address Year 2000 compliance issues may cause us to lose revenue or to incur significant costs. The primary risks that we face with regard to Year 2000 failures are those which impact our domain name registration business. These risks include: - significant and protracted interruption of electrical power to data and systems in our engineering and customer service facilities, - significant and protracted interruption of telecommunications and data network services in any of our headquarters, engineering or customer service facilities, - the failure of components of our current back office and domain name registration related systems, and - the occurrence of a Year 2000 problem with respect to third-party suppliers', vendors' and outsourcing service providers' products and services. If we fail to solve a Year 2000 compliance problem with our mission critical business systems and processes, including the domain name servers under our control, telecommunications systems, facilities, data-networking infrastructure, commercial-off-the-shelf hardware or software and components used by our employees, the result could be a failure of or interruption to normal business operations. Furthermore, our business depends on the continued operation of, and widespread access to, the Internet. This, in turn, depends to a large extent on the software and systems of third parties on which our systems rely or to which they are connected. These third parties include, among others, Internet-related companies, including Internet web hosting companies, Internet access providers and Internet domain name server operators. 17 18 We have no responsibility for, nor control over, other Internet domain name server operators that are critical to the efficient operation of the Internet. We do not know whether such domain name server operators have hardware, software or firmware that is Year 2000 compliant. COMPANY RISKS Our search for a new chief executive officer presents risks and uncertainties On November 16, 1998, we announced the resignation of Gabriel A. Battista from his positions as Chief Executive Officer and director. We cannot reasonably estimate at this time the potential impact on us of the hiring of a new Chief Executive Officer. While we conduct a search for a new Chief Executive Officer, Michael A. Daniels, our Chairman of the Board, is acting as the Chief Executive Officer and assuming the executive responsibilities previously performed by Mr. Battista. In addition, Robert J. Korzeniewski, our Chief Financial Officer, is also acting as our Chief Operating Officer, assuming responsibility for day-to-day operations. We cannot be certain of the timing of our hiring of a new Chief Executive Officer or the effect of any delays in our hiring of a new Chief Executive Officer on the development or implementation of our strategic plan. We must attract, integrate, train and retain key personnel knowledgeable about our business Given the relative "newness" and rapid growth of the Internet, there is intense competition for the limited supply of people qualified to work for us. Our future success depends on the continued service of key engineering, sales, marketing, executive and administrative personnel, and our ability to attract, hire, integrate, train and retain such personnel. Competition for engineering, sales, marketing and executive personnel is intense, particularly in the technology and Internet sectors and in the regions where our facilities are located. We cannot be certain that we will be able to retain existing personnel or attract, hire or retain additional qualified personnel. The loss of the services of any of our senior management team or other key employees or our failure to attract, integrate, train and retain additional key employees could harm our business. Our near term success depends on the growth of our domain name registration business We may not be able to sustain the revenue growth we have experienced in recent periods. In addition, past revenue growth may not be indicative of future operating results. If we do not successfully maintain our current position as a leading provider of domain name registration services or develop or market additional services, our business could be harmed. Our domain name registration services business generates over 90% of our revenue and is expected to continue to account for a very significant portion of our revenue in at least the near term. Our future success will depend largely on: - the continued increase in domain name registrations, - re-registration rates of our customers, - our ability to maintain our current position as a leading registrar of domain names, and - the successful development, introduction and market acceptance of new services that address the demands of Internet users. We must effectively manage our marketing organization and establish and maintain distribution channels We will need to effectively manage our growing sales and marketing organization if we want to achieve future revenue growth. We do not know if we will be able to identify, attract and retain experienced sales and marketing personnel with relevant experience. Further, our sales and marketing organization may not be able to successfully compete against the significantly more extensive and well-funded sales and marketing operations of our current or potential competitors for registration or consulting services. 18 19 Our ability to achieve future revenue growth will also depend on our ability to continue to establish direct sales channels and to develop multiple distribution channels. To do this we must maintain relationships with Internet access providers and other third parties. We have a high level of uncollectible receivables Because of our high level of uncollectible receivables, we continually review our billing practices. Any modifications that we implement as a result of these reviews could have unanticipated harmful consequences to our business. We believe we have experienced a high level of uncollectible receivables due to, among other factors, the large number of individuals and corporations that have registered multiple domain names with the apparent intention of transferring such names at a profit. Our experience has been that such resellers have a greater tendency than other customers to default on their services fees. We have established a provision for uncollectible accounts which we believe to be adequate to cover anticipated uncollectible receivables; however, actual results could differ from our estimates. We are party to several legal proceedings which could have a negative financial impact on us We are involved in several legal proceedings. We cannot reasonably estimate the potential impact of any of these proceedings. An adverse determination in any of these proceedings, however, could harm our business. Legal proceedings in which we are involved are expensive and divert our personnel. See "Part II -- Item 1 -- Legal Proceedings." We may not be able to protect our intellectual property rights and proprietary information We rely on a combination of nondisclosure and other contractual arrangements with the U.S. government, our employees, and third parties, as well as privacy and trade secret laws, to protect and limit the distribution of our proprietary data, computer software, documentation, and processes used in conducting our domain name registration business. If we fail to adequately protect our intellectual property rights and proprietary information, or if we are subject to adverse results in litigation relating to our intellectual property rights and proprietary information, our business could be harmed. Any actions we take may not be adequate to protect our intellectual property rights and proprietary information. Other companies may develop competing technology that is similar or superior to our technology. The U.S. government could take positions adverse to our claims regarding proprietary rights and/or could attempt to require us to enter into agreements limiting such claims. Although we have no reason to believe that our domain name registration business activities infringe on the intellectual property rights of others, and we believe that we have all rights needed to conduct our business, it is possible that we could become subject to claims alleging infringement of third party intellectual property rights. Any such claims could subject us to costly litigation, and any adverse final rulings on any such claims could require us to pay damages, seek to develop alternative technology, and/or seek to acquire licenses to the intellectual property that is the subject of any such alleged infringement, and any such rulings could have a material adverse effect on our business. Unsuccessful future acquisitions and investments could decrease operating income, cause operational problems or otherwise disrupt our business We evaluate potential acquisitions and investments on an ongoing basis for various reasons including, among others, diversification of our domain name registration and consulting businesses. Our acquisition and investment strategy poses many risks, including: - we may not be able to compete successfully for available acquisition candidates, complete future acquisitions and investments or accurately estimate the financial effect on our company of any businesses we acquire or investments we make, 19 20 - future acquisitions and investments may require us to spend significant cash amounts or may decrease our operating income, - we may have trouble integrating the acquired business and retaining personnel, - acquisitions or investments may disrupt our business and distract our management from other responsibilities, and - to the extent that any of the companies which we acquire or in which we invest fail, our business could be harmed. Whether or when pooling of interests accounting for acquisitions might become available to us depends on many factors beyond our control. We face increasing risks associated with our international business While substantially all of our operations, facilities, and personnel are located within the United States, our revenues from sources outside the U.S. have increased significantly and may continue to increase in the future. As a result, we are subject to the risks of conducting business internationally, including unexpected changes in regulatory requirements, competition from foreign companies, fluctuations in the U.S. dollar, tariffs and other barriers and restrictions and the burdens of complying with a variety of foreign laws. We do not know what the impact of such regulatory, geopolitical and other factors will be on our business in the future or if we will have to modify our business practice. In addition, the laws of certain foreign countries may not protect our proprietary rights to the same extent as do the laws of the United States. Our quarterly operating results may fluctuate; our future revenue and profitability are uncertain Our quarterly operating results may fluctuate significantly in the future due to a variety of factors, some of which are beyond our control. Factors that may affect our revenue include: - variations in the number of requests for domain name registrations or demand for our services, - successful competition by others, - termination or completion of contracts in our Internet Technology Services business or failure to obtain additional contracts in that business, and - market acceptance of new service offerings. In addition, we expect a significant increase in our operating expenses as we: - increase our sales and marketing operations and activities, and - continue to update our systems and infrastructure. If the increase in our expenses is not followed by an increase in our revenue, our operating results will be harmed. The fact that in the past our revenues have increased and we have been profitable on a quarterly and annual basis is not indicative of whether our revenues will increase or whether we will be profitable on a quarterly or annual basis in the future. INVESTMENT RISKS Our stock price, like that of many Internet companies, is highly volatile The market price of our Class A common stock has been and is likely to continue to be highly volatile and significantly affected by factors such as: - general market and economic conditions and market conditions affecting technology and Internet stocks generally, - actual or anticipated fluctuations in our quarterly or annual registrations or operating results, 20 21 - announcements of technological innovations, acquisitions or investments, developments in Internet governance or corporate actions such as stock splits, and - industry conditions and trends. The stock market has experienced significant price and volume fluctuations that have particularly affected the market prices of the stocks of technology companies, especially Internet-related companies. These broad market or technology or Internet sector fluctuations may adversely affect the market price of our Class A common stock. Recently, the market price of our Class A common stock, like that of many Internet-related companies, has experienced significant fluctuations. For instance, from January 1, 1999 through May 10, 1999, the reported sales price for our Class A common stock ranged from $60 per share to $144 per share. On May 10, 1999, the reported last sale price of our Class A common stock was $67.688 per share. The market price of our Class A common stock also has been and is likely to continue to be significantly affected by expectations of analysts and investors. Reports and statements of analysts do not necessarily reflect our views. The fact that we have in the past met or exceeded analyst or investor expectations does not necessarily mean that we will do so in the future. In the past, following periods of volatility in the market price of a particular company's securities, securities class action litigation has often been brought. Such litigation could result in substantial costs and a diversion of our management's attention and resources. Future sales of common stock could affect our stock price SAIC owns 14,850,000 of the outstanding shares of our common stock. A decision by SAIC to sell such stock could depress the market price of the Class A common stock. SAIC may maintain significant influence over us Because it holds a significant number of shares of our Class B common stock, which have ten votes per share, SAIC controls 89% of the combined voting power of the Class A and Class B common stock and, therefore, effectively controls all matters requiring approval by our stockholders including the election of members of our board of directors, changes in the size and composition of the board of directors and a change in control. We do not have an agreement with SAIC which restricts its rights to convert, distribute or sell its shares of our common stock. If SAIC converts all of its remaining shares of Class B common stock into Class A common stock its economic interest and voting power will be below 50% of the total economic interest and voting power of our common stock after such conversion. Nonetheless, SAIC will remain our largest stockholder and may be able to exercise significant influence over us. Certain directors may have conflicts of interest Certain of our directors currently serve as directors, officers and employees of SAIC. Therefore, there may be various conflicts of interest or conflicting duties for these individuals. Since our directors and officers may also own stock of SAIC, there may be conflicts of interest when directors and officers are faced with decisions that could have different implications for us and SAIC. We rely on SAIC for certain corporate services and employee benefits We currently receive corporate services under an agreement with SAIC. Were SAIC to terminate these services, we may not be able to secure alternative sources for such services or such services may only be available to us at prices higher than those charged by SAIC. Our employees are currently eligible to participate in certain SAIC employee benefit plans. If SAIC converts its remaining shares of Class B common stock to Class A common stock, we will have to establish certain employee benefit plans of our own which could result in incremental costs to us. 21 22 Our certificate of incorporation contains provisions relating to SAIC that may adversely affect us or our stockholders Our certificate of incorporation includes provisions relating to competition by SAIC with us, allocations of corporate opportunities, transactions with interested parties and intercompany agreements and provisions limiting the liability of certain people. It is unclear whether such provisions are enforceable under Delaware corporate law. Our certificate of incorporation provides that any person purchasing or acquiring an interest in shares of our capital stock shall be deemed to have consented to the provisions in the certificate of incorporation relating to competition with SAIC, conflicts of interest, corporate opportunities and intercompany agreements, and such consent may restrict such person's ability to challenge transactions carried out in compliance with such provisions. The corporate charter of SAIC does not include similar provisions. Therefore, persons who are directors and/or officers of ours and who are also directors and/or officers of SAIC may choose to take action in reliance on such provisions rather than act in a manner that might be favorable to us but adverse to SAIC. YEAR 2000 COMPLIANCE Network Solutions is continually assessing the potential effects of the "Year 2000" millennium change on Network Solutions' business systems and processes, including the Internet domain name servers under Network Solutions' control, telecommunications systems, facilities, data-networking infrastructure, commercial-off-the-shelf hardware, software and components used by its employees and its outsourcing vendors. Network Solutions' Year 2000 project is proceeding on schedule. The project goal is to ensure that Network Solutions' business is not impacted by the date transitions associated with the Year 2000. Network Solutions' Year 2000 project plan is coordinated by a team that reports directly to senior management. The project team is evaluating the Year 2000 compliance of Network Solutions' business systems and processes, including the Internet domain name servers under Network Solutions' control, telecommunications systems, facilities, data-networking infrastructure, commercial-off-the-shelf hardware, software and components used by its employees and its outsourcing vendors whom provide services relating to Network Solutions' domain name registration business. Network Solutions' Year 2000 project is comprised of the following parallel phases: - Phase 1 -- Inventory all of Network Solutions' business systems and processes, including the Internet domain name servers under Network Solutions' control, telecommunications systems, facilities, data-networking infrastructure, commercial-off-the-shelf hardware, software and components used by its employees in order to assign priorities to potentially impacted systems and services. This phase has been completed; - Phase 2 -- Assess the Year 2000 compliance of all inventoried business systems and processes, including the Internet domain name servers under Network Solutions' control, telecommunications systems, facilities, data-networking infrastructure, commercial-off-the-shelf hardware, software and components used by its employees and determine whether to renovate or replace any non-Year 2000 compliant systems and services. The assessment of mission critical systems has been completed; however, assessment continues as a life cycle development activity; - Phase 3 -- Complete remediation of any non-Year 2000 compliant business systems and processes, including the Internet domain name servers under Network Solutions' control, telecommunications systems, facilities, data-networking infrastructure, commercial-off-the-shelf hardware, software and components used by its employees. Conduct procurements to replace any other non-Year 2000 compliant business systems and processes, telecommunications systems, facilities, data-networking infrastructure, commercial-off-the-shelf hardware, software and components used by its employees that will not be remediated. All remediation efforts are expected to be completed by June 30, 1999; - Phase 4 -- Test and validate remediated systems to ensure inter-system compliance and mission critical system functionality. The testing will begin in parallel as software is remediated. As remediated 22 23 code is successfully tested, it will be released into production incrementally, a process which will last until October 30, 1999; - Phase 5 -- Deploy and implement remediated and replacement systems after the completion of successful testing and validation. The deployment and implementation of the remediated or replacement systems are expected to be completed by October 30, 1999; and - Phase 6 -- Design contingency and business continuation plans in the event of the failure of business systems and processes, telecommunications systems, facilities, data-networking infrastructure, commercial-off-the-shelf hardware, software and components used by Network Solutions' employees due to the Year 2000 millennium change. The initial contingency and business continuation plan has been developed. The final contingency plan will be completed during the second quarter of 1999 and it will be updated throughout the year as appropriate. Based on its inventory and assessment, Network Solutions has found that less than one-half of one percent of the software code of its mission critical systems needs to be remediated to be made Year 2000 compliant. However, Network Solutions, in its normal course of business, anticipates replacing or upgrading, prior to the millennium change, portions of these systems with new systems which will also be Year 2000 compliant. Currently, Network Solutions is enhancing its "back-office" and registration-related systems and the software relating to its core domain name registration services business. When complete in 1999, this enhancement effort will result in replacing portions of the existing registration-related systems which will be procured from vendors as Year 2000 compliant and will be subjected to both component and end-to-end testing and validation to determine the Year 2000 compliance of such systems prior to acceptance and deployment in Network Solutions' business. This enhancement effort is a function of Network Solutions' business growth and not a Year 2000 remediation effort. Based on its inventory and assessment, Network Solutions has found no material Year 2000 problems with its facilities and telecommunications systems. Network Solutions has conducted detailed assessments of the components of its telecommunications infrastructure and is working to identify appropriate system testing guidelines. In addition, Network Solutions is seeking assurances from its facilities' landlords and telecommunications equipment vendors and data circuit providers regarding the Year 2000 compliance of their facilities and equipment. In the event of electrical power interruption outside of Network Solutions' control, Network Solutions has deployed back-up power systems capable of operating its core business indefinitely. Network Solutions is now in the remediation and testing phases of its project cycle. At this time, Network Solutions believes that its incremental remediation costs needed to make its current business systems and processes, including the Internet domain name servers under Network Solutions' control, telecommunications systems, facilities, data-networking infrastructure, commercial-off-the-shelf hardware, software and components used by its employees Year 2000 compliant are not material. While Network Solutions is incurring some incremental costs directly relating to staff augmentation for the Year 2000 program management and technical assessment, the costs expended by Network Solutions through March 31, 1999 are less than $500,000. Network Solutions' expected total costs, including remediation and replacement costs, are estimated to be between $2,000,000 and $2,375,000 over the life of the Year 2000 project. Since portions of the mission critical "back office" and domain name registration-related systems will generally be replaced as a function of business growth, the labor and capital costs associated with such replacement systems are not directly attributed to achieving Year 2000 compliance. Network Solutions will also incur costs for extending its software testing architecture which, in addition to testing remediated systems, will be used as a normal component of Network Solutions quality assurance infrastructure. As such these costs are not directly categorized as Year 2000 project costs but as normal business development and engineering costs. Network Solutions is contacting its hardware and software vendors, significant suppliers, outsourcing service providers and contracting parties to determine the extent to which Network Solutions is vulnerable to any such third party's failure to achieve Year 2000 compliance for their own systems. At the present time, Network Solutions does not expect Year 2000 issues of any such third parties to materially affect Network Solutions' business. Furthermore, Network Solutions' business depends on the continued operation of, and widespread access to, the Internet. This, in turn, depends to a large extent on the software and systems of third 23 24 parties on which Network Solutions' systems rely or to which they are connected. These third parties include, among others, Internet-related companies, including Internet web hosting companies, Internet access providers and Internet domain name server operators. Network Solutions can give no assurances that the software or systems of such third parties will be Year 2000 compliant or that the failure of such third parties to achieve Year 2000 compliance will not have a material adverse effect on Network Solutions. To the extent that the normal operation of the Internet is disrupted by the Year 2000 millennium change, Network Solutions' business, financial condition or results of operations could be materially and adversely affected. Should Network Solutions fail to solve a Year 2000 compliance problem to its mission critical business systems and processes, including the Internet domain name servers under Network Solutions' control, telecommunications systems, facilities, data-networking infrastructure, commercial-off-the-shelf hardware, software and components used by its employees, the result could be a failure or interruption to normal business operations. Network Solutions believes that, with the deployment of the new "back office" and domain name registration related systems in 1999, the potential for significant interruptions to normal operations should be minimized. Network Solutions' primary risks with regard to Year 2000 failures are those which impact its domain name registration business. The reasonably likely worst case risks inherent in Network Solutions' business are as follows: - Significant and protracted interruption of electrical power to data and systems in Network Solutions' engineering and customer support facilities could materially and negatively impact Network Solutions' ability to provide data and call-center operations. To mitigate this risk, Network Solutions has deployed back-up power systems capable of operating indefinitely. However, electrical power interruptions that impact Internet connectivity providers could adversely impact Network Solutions because of Network Solutions' reliance upon Internet-based operations for its day to day business. - Significant and protracted interruption of telecommunications and data network services in any of Network Solutions' headquarters, engineering or customer support facilities could materially and negatively impact Network Solutions' ability to provide data and call-center operations. Network Solutions has conducted detailed assessments of the components of its telecommunications infrastructure and is working to identify appropriate system testing guidelines. As part of its technical assessment, Network Solutions identified the compliance status of its data networking infrastructure and developed plans for remediation. Finally, Network Solutions has plans to seek additional assurances and a better understanding of the compliance programs of its telecommunications and data circuit providers. - The failure of components of Network Solutions' current "back office" and domain name registration related systems could materially and negatively impact Network Solutions' business. However, as a function of business growth, these systems are planned to be retired before the end of 1999. As a contingency planning measure, Network Solutions has conducted a technical assessment of the current systems and their software applications and is currently remediating and testing such systems. - Despite the assurances of Network Solutions' third-party suppliers, hardware and software vendors, and outsourcing service providers regarding the Year 2000 compliance of their products and services, the potential exists that a Year 2000 problem relating to such third-party suppliers, vendors and outsourcing service providers' products and services could have a material impact on Network Solutions' business. Network Solutions is conducting monthly discussions with its mission critical outsourcing service providers to determine the progress of their Year 2000 compliance programs. Although Network Solutions has found that it only has to remediate a small portion of its software code in its internal mission critical systems and despite Network Solutions' expectation that its enhancement effort will result in Year 2000 compliant "back-office" and registration-related systems and software relating to its core domain name registration services business, Network Solutions is currently developing a business continuation contingency plan and is performing a test on the existing core registration-related systems that are being replaced. Network Solutions finalized its initial contingency plan and completed testing of all existing systems. The final business continuation plan will be completed during the second quarter of 1999 and will be updated as appropriate throughout the year. 24 25 Although Network Solutions is taking appropriate steps so that Network Solutions' business is not impacted by the date transitions associated with the Year 2000, Network Solutions has no responsibility for, nor control over other Internet domain name server operators or tens of thousands of lower level domain name system server operators that are critical to the efficient operation of the Internet. Network Solutions has not determined whether such domain name server operators or other server operators have hardware, software or firmware that is Year 2000 compliant. Network Solutions has notified the Department of Commerce of this issue. Forward-Looking Statements The foregoing Year 2000 discussion and the information contained herein is provided as a "Year 2000 Readiness Disclosure" as defined in the Year 2000 Information and Readiness Disclosure Act of 1998 (Public Law 105-271, 112 Stat. 2386) enacted on October 19, 1998 and contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, including without limitation, anticipated costs and the dates by which Network Solutions expects to complete certain actions, are based on management's best current estimates, which were derived utilizing numerous assumptions about future events, including the continued availability of certain resources, representations received from third parties and other factors. However, there can be no guarantee that these estimates will be achieved, and actual results could differ materially from those anticipated. Specific factors that might cause such material differences include, but are not limited to, the ability to identify and remediate all relevant systems, results of Year 2000 testing, adequate resolution of Year 2000 issues by governmental agencies, businesses and other third parties who are outsourcing service providers, suppliers, and vendors of Network Solutions, unanticipated system costs, the adequacy of and ability to implement contingency plans and similar uncertainties. The "forward-looking statements" made in the foregoing Year 2000 discussion speak only as of the date on which such statements are made, and Network Solutions undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Network Solutions is exposed to the impact of interest rate changes and change in the market values of its investments. Interest Rate Risk. Network Solutions' exposure to market rate risk for changes in interest rates relates primarily to the Company's investment portfolio. Network Solutions has not used derivative financial instruments in its investment portfolio. Network Solutions invests its excess cash in debt instruments of the U.S. Government and its agencies, and in high-quality corporate issuers and, by policy, limits the amount of credit exposure to any one issuer. The Company protects and preserves its invested funds by limiting default, market and reinvestment risk. Investments in both fixed rate and floating rate interest earning instruments carries a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, the Company's future investment income may fall short of expectations due to changes in interest rates or the Company may suffer losses in principal if forced to sell securities which have declined in market value due to changes in interest rates. Investment Risk. The Company has invested in the equity instruments of a privately-held, information technology company for business and strategic purposes. This investment is included in other long-term assets and is accounted for under the cost method which approximates fair value. Network Solutions is also exposed to equity price risks on the marketable portion of its equity securities. Network Solutions' available-for-sale securities include investments in publicly-held companies in the Internet industry sector, many of which have experienced significant historical volatility in their stock prices. 25 26 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As of April 30, 1999, we were a defendant in two active lawsuits involving domain name disputes between trademark owners and domain name holders. We are drawn into such disputes, in part, as a result of claims by trademark owners that we are legally required, upon request by a trademark owner, to terminate the right we granted to a domain name holder to register a domain name which is alleged to be similar to the trademark in question. The holders of the domain name registrations in dispute have, in turn, questioned our right, absent a court order, to take any action which suspends their use of the domain names in question. Although 49 out of approximately 6,000 of these situations have resulted in suits actually naming us as a defendant, as of April 30, 1999, no adverse judgment has been rendered and no award of damages has ever been made against us. We believe that we have meritorious defenses and vigorously defend ourselves against these claims. On March 20, 1997, PG Media, Inc., a New York-based corporation filed a lawsuit against us in the United States District Court, Southern District of New York alleging that we had restricted access to the Internet by not adding PG Media's requested top level domains to the Internet root zone system in violation of the Sherman Act. In its complaint, PG Media, in addition to requesting damages, asked that we be ordered to include reference to PG Media's top level domains and name servers in the root zone file administered by us under the Cooperative Agreement. In June 1997, we received written direction from the National Science Foundation not to take any action which would create additional top level domains or to add any new top level domains to the Internet root zone until the National Science Foundation provides further guidance. On September 17, 1997, PG Media filed a Second Amended Complaint adding the National Science Foundation as a defendant. On May 14, 1998, PG Media served us with a motion for a preliminary injunction against both defendants to compel both defendants to add PG Media's top level domains to the Internet root zone within 30 days. In response, both defendants filed cross-motions for summary judgment against PG Media. On July 20, 1998, a hearing on all parties' motions occurred. The basic issue before the court is the National Science Foundation's authority to control the Internet's root zone system. On March 16, 1999, the court granted both our and the National Science Foundation's motions for summary judgment, holding that the National Science Foundation does have authority over the root zone system and that the federal instrumentality immunity doctrine immunizes us against liability under both sections 1 and 2 of the Sherman Act. PG Media noticed its appeal on April 15, 1999. While we cannot reasonably estimate the potential impact of the claims advanced in this lawsuit, a successful claim could harm our business. On October 17, 1997, a group of six plaintiffs filed the Thomas suit against us and the National Science Foundation in the United States District Court, District of Columbia, challenging the legality of fees defendants charge for the registration of domain names on the Internet and seeking restitution of fees collected from domain name registrants in an amount in excess of $100 million, damages, and injunctive and other relief. Plaintiffs alleged violations of the Sherman Act, the U.S. Constitution, the Administrative Procedures Act and the Independent Offices Appropriations Act. On February 10, 1998, the plaintiffs filed a motion for preliminary injunction against us seeking several items of relief. On April 6, 1998, the Court issued its opinion granting summary judgment in favor of the plaintiffs on the Intellectual Infrastructure Fund, ruling it an "unlawful tax." The court also granted our motion to dismiss all other counts (II through X) and simultaneously denied the plaintiffs' preliminary injunction motion against us. On April 30, 1998, Congress passed H.R. 3579 which was signed into law by the President on May 1, 1998. Section 8003 of H.R. 3579 legalized, ratified and confirmed the entire Intellectual Infrastructure Fund and authorized and directed the National Science Foundation to deposit the entire fund into the U.S. Treasury. On August 28, 1998, the District Court dismissed the entire case, issuing a final judgment in the matter. In October 1998, the plaintiffs appealed the court's dismissal of their claims, and oral argument occurred on February 25, 1999. On May 14, 1999, the Court of Appeals ruled in favor of Network Solutions by unanimously affirming the District Court's decision. On October 20, 1998, we were included as a defendant in a suit brought by the Pennsylvania Attorney General's office against a domain name holder who was alleged to have used his domain name in connection with a web site promoting white supremacy and threatening certain state employees. The Pennsylvania 26 27 Attorney General named all of the communications companies in any way connected with the domain name or web site. The Pennsylvania Attorney General seeks to permanently enjoin these entities, including us, from providing services to this domain name holder in the event that the domain name holder fails to comply with the order of the court. We have answered the complaint denying any knowledge or participation in the actions of the primary defendant. The Attorney General dismissed the case against us on April 26, 1999. On June 27, 1997, SAIC received a Civil Investigative Demand, or "CID," from the U.S. Department of Justice issued in connection with an investigation to determine whether there is, has been, or may be any antitrust violation under the Sherman Act relating to Internet registration products and services. The CID sought documents and information from SAIC and us relating to our Internet registration business. On April 29, 1999, we received a second CID seeking additional information and documents relating to our ownership rights in, policies relating to access to, and our use of, data that we compile in the course of operating our Internet registration business. We are providing information responsive to the CID. Because the investigation, as currently focused, is still at a preliminary stage, we cannot reasonably estimate the potential impact of the investigation nor can we predict whether a civil action might ultimately be filed by the Department of Justice or the form of relief that might be sought. Any such relief from such a suit could have a harmful effect on our business. On August 17, 1998, we received notice from the Commission of the European Communities, or "EC," of an investigation concerning the Company's Premier Program agreements in Europe. The EC requested production of these agreements and related materials for review and we complied. We cannot reasonably estimate the potential impact of the investigation nor can we predict whether an action will ultimately be brought by the EC or the form of relief that might be sought. Any such relief could harm our business. We are involved in various other investigations, claims and lawsuits arising in the normal conduct of our business, none of which, in our opinion will harm our business. Legal proceedings in which we are involved have resulted and likely will result in, and any future legal proceedings can be expected to result in, substantial legal and other expenses and a diversion of the efforts of our personnel. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. The Company's Registration Statement on Form S-1 (Registration No. 333-30705) was declared effective September 25, 1997 by the Securities and Exchange Commission. The managing underwriters of the Class A common stock offering commencing September 26, 1997 were Hambrecht & Quist, J.P. Morgan & Co. and PaineWebber Incorporated. The Company registered and sold 3,220,000 shares for its own account at an aggregate price of $57,960,000 and the selling stockholder (SAIC) registered and sold 575,000 shares for its account at an aggregate price of $10,350,000, for a combined total of 3,795,000 shares at an aggregate price of $68,310,000. The offering has since terminated. The total amount of expenses incurred for the Company's account in connection with the offering were $5,555,200, which is comprised of $4,057,200 for underwriting discounts and commissions and $1,498,000 of other expenses. No expenses were paid to directors, officers or persons owning more than ten percent of any class of the Company's equity securities. The resultant Company's net offering proceeds were $52,404,800. The net proceeds to SAIC for its account were $9,625,500 after deducting the associated underwriting discounts and commissions of $724,500. On October 1, 1997, the Company received the offering proceeds from which a $10,000,000 dividend was paid to SAIC. SAIC owns ten percent or more of a class of the Company's equity securities and is an affiliate of the Company. The remaining proceeds have been invested in investment grade government discount notes, commercial paper and corporate bonds. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits -- See Exhibit Index 27 28 (b) Reports on Form 8-K -- The following reports on Form 8-K were filed during the quarter ended March 31, 1999: On January 15, 1999, we filed a report on Form 8-K, pursuant to Item 5 of such form, to report that our Board of Directors had approved a two-for-one split of our Class A Common Stock and Class B Common Stock, to be effected in the form of a 100% stock dividend. On February 9, 1999, we filed a report on Form 8-K, pursuant to Item 5 of such form, to report that the Internet Corporation for Assigned Names and Numbers had issued, in preliminary form, its "Guidelines for Accreditation of Internet Domain Name Registrars and for Selection of Registrars for the Shared Registry System TestBed for .com, .net and .org Domains." On February 11, 1999, we filed a report on Form 8-K, pursuant to Item 5 of such form, to report our issuance of a press release announcing our 1998 fourth quarter and annual revenue and earnings. 28 29 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NETWORK SOLUTIONS, INC. By: /s/ ROBERT J. KORZENIEWSKI Robert J. Korzeniewski Chief Financial Officer, Acting Chief Operating Officer and Authorized Signatory Date: May 17, 1999 29 30 INDEX TO EXHIBITS NETWORK SOLUTIONS, INC. THREE MONTHS ENDED MARCH 31, 1999
EXHIBIT SEQUENTIAL NO. DESCRIPTION OF EXHIBITS PAGE NO. - ------- ----------------------- ---------- 10.25 Amendment No. 13 to the Cooperative Agreement dated May 6, 1999 10.26 Lease Agreement By and Between Corporate Oaks LP and Network Solutions dated March 11, 1999 27.1 Financial Data Schedule 27.2 Restated Financial Data Schedule
30 EX-10.25 2 AMEND #13 TO THE COOPERATIVE AGREEMENT DATED 5/6 1 - ------------------------------------------------------------------------------------------------------------------------------------ FORM CD-451 U.S. DEPARTMENT OF COMMERCE [ ] GRANT X COOPERATIVE AGREEMENT (REV 10/98) ---------------------------------------------- ACCOUNTING CODE AMENDMENT TO N/A FINANCIAL ASSISTANCE AWARD ---------------------------------------------- AWARD NUMBER NCR 92-18742 - ------------------------------------------------------------------------------------------------------------------------------------ RECIPIENT NAME AMENDMENT NUMBER Network Solutions, Incorporated Thirteen (13) - ------------------------------------------------------------------------------------------------------------------------------------ STREET ADDRESS EFFECTIVE DATE 505 Huntmar Park Drive Upon Execution - ------------------------------------------------------------------------------------------------------------------------------------ CITY, STATE, ZIP CODE EXTEND WORK COMPLETION TO Herndon, Virginia 22070 N/A - ------------------------------------------------------------------------------------------------------------------------------------ CFDA NO. AND PROJECT TITLE 11. National Telecommunications and Information Administration - ------------------------------------------------------------------------------------------------------------------------------------ COSTS ARE REVISED PREVIOUS ADD DEDUCT TOTAL AS FOLLOWS: N/A ESTIMATED COST ESTIMATED COST - ------------------------------------------------------------------------------------------------------------------------------------ FEDERAL SHARE OF COST $ $ $ $ - ------------------------------------------------------------------------------------------------------------------------------------ RECIPIENT SHARE OF COST $ $ $ $ - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL ESTIMATED COST $ $ $ $ - ------------------------------------------------------------------------------------------------------------------------------------ REASON(S) FOR AMENDMENT To incorporate a Special Award Condition, and to revise the Shared Registry Section of Amendment Number 11, at no additional cost to the Government. - ------------------------------------------------------------------------------------------------------------------------------------ This Amendment approved by the Grants Officer is issued in triplicate and constitutes an obligation of Federal funding. By signing the three documents, the Recipient agrees to comply with the Amendment provisions checked below and attached, as well as previous provisions incorporated into the Award. Upon acceptance by the Recipient, two signed Amendment documents shall be returned to the Grants Officer and the third document shall be retained by the Recipient. If not signed and returned without modification by the Recipient within 30 days of receipt, the Grants Officer may unilaterally terminate this Amendment. X Special Award Conditions [ ] Line Item Budget [ ] Other(s) _____________________________________________________________________________________________________________________ - ------------------------------------------------------------------------------------------------------------------------------------ SIGNATURE OF DEPARTMENT OF COMMERCE GRANTS OFFICER DATE Betty L. Cassidy /s/ BETTY L. CASSIDY Acting Grants Officer, Office of Executive Assistance Management 4/22/99 - ------------------------------------------------------------------------------------------------------------------------------------ TYPED NAME, TYPED TITLE, AND SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL /s/ D.M. Graves 5/6/99 - ------------------------------------------------------------------------------------------------------------------------------------
2 SPECIAL AWARD CONDITIONS NCR 92-189742 Amendment Number Thirteen (13) 1. The Department of Commerce and Network Solutions, Inc. agree that for the Phase I deployment of the Shared Registration System, NSI's prices for Registry Services through the Shared Registration System in the gTLDs for which NSI now acts as the Registry, will be no more than $9 per year per second level domain name registered, payable at $18 for new registrations and $9 per year on the anniversary date of the original registration beginning at the end of the second year and for every year thereafter. 2. The Shared Registry Section of Amendment II is revised by adding the following sentence: The Registrar License and Agreement attached and identified as Exhibit 1 is approved for use during Phase I. 3. Except as modified by this amendment, the terms and conditions of this Cooperative Agreement, as amended, are unchanged. 3 EXHIBIT 1 REGISTRAR LICENSE AND AGREEMENT This Registrar License and Agreement (the "Agreement") is dated as of __________, 1999 ("Effective Date") by and between Network Solutions, Inc., a Delaware corporation, with its principal place of business located at 505 Huntmar Park Drive, Herndon, Virginia 20170 ("NSI" or the "Registry"), and _________________, a _____________________ corporation, with its principal place of business located at _____________________________________ ("Registrar"). NSI and Registrar may be referred to individually as a "Party" and collectively as the "Parties." WHEREAS, multiple registrars will provide Internet domain name registration services within the .com, .org and .net top-level domains wherein NSI operates and maintains certain TLD servers and zone files ("Registry"); WHEREAS, Registrar wishes to register second-level domain names in the multiple registrar system for the .com, .org and .net TLDs. NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, NSI and Registrar, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS A. "DNS" refers to the Internet domain name system. B. "'IP" means Internet Protocol. C. An "SLD" is a second-level domain of the DNS. D. The "System" refers to the multiple registrar system developed by NSI for registration of second-level domain names in the .com, .org and .net TLDs. E. A "TLD" is a top-level domain of the DNS. F. A "Testbed Registrar" is one of the five registrars to participate in the test of the Shared Registration System ("Phase I") as provided in Amendment 11 to the Cooperative Agreement between NSI and the U.S. Department of Commerce, as amended ("Cooperative Agreement"). 2. OBLIGATIONS OF THE PARTIES 2.1 Throughout the Term of this Agreement, NSI shall operate the System and provide Registrar with access to the System enabling Registrar to transmit domain name registration information for the .com, .org and .net TLDs to the System according to a protocol developed by NSI and known as the Registry Registrar Protocol ("RRP"). - 1 - 4 2.2 No later than three business days after the commencement of the Term of this Agreement, NSI shall provide to Registrar (i) full documentation of the RRP, (ii) "C" and "Java" application program interfaces ("APIs") to the RRP with documentation, and (iii) reference client software ("Software") that will enable Registrar to develop its system to register second-level domain names through the System for the .com, .org and .net TLDs. 2.3 Registrar shall be responsible for providing customer service (including domain name record support), billing and technical support, and customer interface to accept customer (the "SLD holder") orders. 2.4 As part of its registration of all SLD registrations in the .com, .net, and .org TLDs during the Term of this Agreement, Registrar shall submit the following data elements using the RRP concerning SLD registrations it processes: a. The name of the SLD being registered; b. The IP addresses of the primary nameserver and any secondary nameservers for the SLD; and c. The corresponding host names of those nameservers. 2.5 Registrar grants NSI as Registry a non-exclusive non-transferable limited license to the data elements consisting of the SLD name registered, the IP addresses of nameservers, and the identity of the registering registrar for propagation of and the provision of authorized access to the TLD zone files. 2.6 Registrar shall have developed and employ in its domain name registration business an electronic or paper registration agreement, including a domain name dispute policy, a copy of which is attached to this Agreement as Exhibit A (which may be amended from time to time by Registrar, provided a copy is furnished to the Registry three business days in advance of any such amendment), to be entered into by Registrar with each SLD holder as a condition of registration. Registrar shall include terms in its agreement with each SLD holder that are consistent with Registrar's duties to NSI hereunder. Registrar's dispute policy shall require the SLD holder to indemnify, defend and hold harmless NSI, and its directors, officers, employees and agents from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the SLD holder's domain name registration. 2.7 Registrar agrees to develop and employ in its domain name registration business all necessary technology and restrictions to ensure that its connection to the System and its transactions with SLD holders and prospective customers are secure. All data exchanged between Registrar's system and the System shall be protected to avoid unintended disclosure of information. Each RRP session shall be authenticated and encrypted using two-way secure socket layer ("SSL") protocol. Registrar agrees to authenticate every RRP connection with the System using its Registrar password, which it shall disclose only to its employees with a need to - 2 - 5 know. Registrar agrees to notify Registry within four hours of learning that its Registrar password has been compromised in any way. 2.8 Registrar agrees to employ in its domain name registration business NSI's Registry domain name lookup capability to determine if a requested domain name is available or currently unavailable for registration. 2.9 Registrar agrees to implement transfers of SLD registrations from another registrar to Registrar and vice versa pursuant to NSI's policy on Changes in Sponsoring Registrar by SLD Holders appended hereto as Exhibit B. 2.10 Registrar agrees that in the event of any dispute concerning the time of the entry of a domain name registration into the Registry database, the time shown in the NSI Registry records shall control. 2.11 Registrar agrees to comply with all other reasonable terms or conditions established from time to time, to assure sound operation of the System, by NSI as Registry in a non-arbitrary manner and applicable to all registrars, including NSI, and consistent with NSI's Cooperative Agreement with the United States Government, upon NSI's notification to Registrar of the establishment of those terms and conditions. 2.12 Registrar agrees to employ necessary employees, contractors, or agents with sufficient technical training and experience to respond to and fix all technical problems concerning the use of the RRP and the APIs in conjunction with Registrar's systems. Registrar agrees that in the event of significant degradation of the System or other emergency, Network Solutions, as Registry, may, in its sole discretion, temporarily suspend access to the System. 2.13 Prior to the Effective Date of this Agreement, Registrar shall have procured a performance bond from a surety acceptable to NSI, in the amount of $100,000 U.S. dollars. The terms of the performance bond shall provide that Registrar will perform all the undertakings, covenants, terms and conditions of this Agreement during the Initial Term, and any Renewal Terms, and shall indemnify and hold NSI and its employees, directors, officers, representatives, agents and affiliates harmless from all costs and damages (including reasonable attorneys' fees) which it may suffer by reason of Registrar's failure to so perform by making payment(s) up to the full amount of the bond within ten (10) days of NSI's having notified the surety of its claim(s) of damages. 2.14 Registrar agrees to comply with the policies of NSI as Registry that will be applicable to all registrars and that will prohibit the registration of certain domain names in the .com, .org and .net TLDs which are not allowed to be registered by statute or regulation. 3. LICENSE 3.1 LICENSE GRANT. Subject to the terms and conditions of this Agreement, NSI hereby grants Registrar and Registrar accepts a non-exclusive, non-transferable, worldwide limited license to use for the Term and purposes of this Agreement the RRP, APIs and Software to provide domain name registration services in the - 3 - 6 .com, .org and .net TLDs only and for no other purpose. The RRP, APIs and Software will enable Registrar to register domain names with the Registry on behalf of its SLD holders. Registrar, using the RRP, APIs and Software, will be able to invoke the following operations on the System: (i) check the availability of a domain name, (ii) register a domain name, (iii) re-register a domain name, (iv) cancel the registration of a domain name it has registered, (v) update the nameservers of a domain name, (vi) transfer a domain name from another registrar to itself with proper authorization, (vii) query a domain name registration record, (viii) register a nameserver, (ix) update the IP addresses of a nameserver, (x) delete a nameserver, (xi) query a nameserver, and (xii) establish and end an authenticated session. 3.2 LIMITATIONS ON USE. Notwithstanding any other provisions in this Agreement, except with the written consent of NSI, Registrar shall not: (i) sublicense the RRP, APIs or Software or otherwise permit any use of the RRP, APIs or Software by or for the benefit of any party other than Registrar, (ii) publish, distribute or permit disclosure of the RRP, APIs or Software other than to employees, contractors, and agents of Registrar for use in Registrar's domain name registration business, (iii) decompile, reverse engineer, copy or re-engineer the RRP, APIs or Software for any unauthorized purpose, or (iv) use or permit use of the RRP, APIs or Software in violation of any federal, state or local rule, regulation or law, or for any unlawful purpose. Registrar agrees to employ the necessary measures to prevent the System from being used for (i) the transmission of unsolicited, commercial e-mail (spam) to entities other than Registrar's customers; (ii) high volume, automated, electronic processes that apply to NSI for large numbers of domain names; (iii) high volume, automated, electronic, repetitive queries for the purpose of extracting data to be used for Registrar's purposes; or (iv) the use of said data to compile or infer customer identity or other demographic or firmographic information. 3.3 NSI may from time to time make modifications to the RRP, APIs or software licensed hereunder that will enhance functionality or otherwise improve the System. NSI will provide Registrar with at least 60 days notice prior to the implementation of any material changes to the RRP, APIs or software licensed hereunder. 4. SUPPORT SERVICES 4.1 TESTBED ENGINEERING SUPPORT. NSI agrees to provide Registrar with reasonable engineering telephone support (between the hours of 9 a.m. to 5 p.m. local Herndon, Virginia time or at such other times as may be mutually agreed upon) to address engineering issues arising in connection with Registrar's use of the System during the test of the Shared Registration System ("Phase I") as provided in Amendment 11 to the Cooperative Agreement between NSI and the U.S. Department of Commerce - 4 - 7 4.2 CUSTOMER SERVICE SUPPORT. During the Term of this Agreement, NSI will provide reasonable telephone and e-mail customer service support to Registrar, not SLD holders or prospective customers of Registrar, for non-technical issues solely relating to the System and its operation. NSI will provide Registrar with a telephone number and e-mail address for such support during implementation of the RRP, APIs and Software. First-level telephone support will be available on a 7-day/24-hour basis. NSI will provide a web-based customer service capability in the future and such web-based support will become the primary method of customer service support to Registrar at such time. 5. FEES 5.1 LICENSE FEE. As consideration for the license of the RRP, APIs and Software, Registrar agrees to pay NSI on the Effective Date or if Registrar is a Testbed Registrar, at the completion of the testbed period, a non-refundable one-time fee in the amount of $ 10,000 payable in United States dollars (the "License Fee") and payable by check to Network Solutions, Inc., Attention: Business Affairs Office, 505 Huntmar Park Drive, Herndon, Virginia 20170 or by wire transfer to NationsBank, for the credit of Network Solutions, Inc., Account #193 325 3198, ABA# 054001204. No later than three business days after either the receipt (and final settlement if payment by check) of such License Fee, or the execution of this Agreement for Testbed Registrars, NSI will provide the RRP, APIs and Software to Registrar. 5.2 REGISTRATION FEES. During the Initial Term of this Agreement, Registrar agrees to pay NSI the non-refundable amounts of $18 United States dollars for each initial two-year domain name registration and $9 United States dollars for each one-year domain name re-registration (collectively, the "Registration Fees") registered by Registrar through the System. NSI reserves the right to adjust the Registration Fees prospectively upon thirty (30) days prior notice to Registrar, provided that such adjustments are consistent with NSI's Cooperative Agreement with the United States Government and are applicable to all registrars in the .com, .org and .net TLDs. NSI will invoice Registrar monthly in arrears for each month's Registration Fees. All Registration Fees are due immediately upon receipt of NSI's invoice pursuant to a letter of credit, deposit account, or other acceptable credit terms agreed by the Parties. 5.3 REGISTRANT'S TRANSFER OF DOMAIN NAME. If a SLD holder transfers its domain name registration to the Registrar's account from another registrar's account, Registrar agrees to pay NSI the applicable Registration Fee as set forth above. The losing registrar's Registration Fees will not be refunded as a result of any such transfer. Such transfer of a SLD holder's domain name registration from one registrar to another registrar must be accomplished pursuant to the policy set forth in Exhibit B to this Agreement. 5.4 NON-PAYMENT OF REGISTRATION FEES. Timely payment of Registration Fees is a material condition of performance under this Agreement. In the event that - 5 - 8 Registrar fails to pay its Registration Fees, either initial or re-registration fees, within three days of the date when due, NSI may stop accepting new registrations and/or delete the domain names associated with invoices not paid in full from the Registry database and terminate this Agreement pursuant to Section 6(c) below. 6. MISCELLANEOUS 6.1 TERM OF AGREEMENT AND TERMINATION. (a) TERM OF THE AGREEMENT. The duties and obligations of the Parties under this Agreement shall apply from the Effective Date through the completion of Phase I of the Cooperative Agreement between NSI and the U.S. Department of Commerce (the "Initial Term"). Upon conclusion of the Initial Term, all provisions of this Agreement, excluding, however, the dollar amount listed in Section 5.2, will automatically renew for successive one (1) year renewal terms, provided, however, that the dollar amount listed in Section 5.2 has been established in accordance with the provisions of Amendment 11 prior to the expiration of the Initial Term, (each a "Renewal Term" and together with the Initial Term, the "Term") until the Agreement has been terminated as provided herein, Registrar elects not to renew, or NSI ceases to operate as the registry for the .com, .org and .net TLDs; provided, however, that in the event that revisions to NSI's Registrar License Agreement are approved by the U.S. Department of Commerce, Registrar will execute an amendment substituting the revised agreement in place of this Agreement. (b) TERMINATION. Upon expiration or termination of this Agreement, NSI will complete the registration of all domain names processed by Registrar prior to the date of such expiration or termination, provided that Registrar's payments to NSI for Registration Fees are current and timely. Notwithstanding the foregoing, Registrar's payment obligations as set forth in Section 5.2 above shall survive any such termination or expiration of this Agreement. (c) TERMINATION FOR CAUSE. In the event that either Party materially breaches any term of this Agreement including any of its representations and warranties hereunder and such breach is not substantially cured within thirty (30) calendar days after written notice thereof is given by the other Party, then the non-breaching Party may, by giving written notice thereof to the other Party, terminate this Agreement as of the date specified in such notice of termination. (d) TERMINATION BY REGISTRAR. Registrar may terminate this Agreement at any time by giving NSI thirty (30) days notice of termination. (e) BANKRUPTCY. Either Party may terminate this Agreement if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by - 6 - 9 or against a Party seeking relief, reorganization or arrangement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party's property or assets or the liquidation, dissolution or winding up of a Party's business. (f) EFFECT OF TERMINATION. Immediately upon any termination of this Agreement, Registrar shall (i) transfer its SLD holders to another licensed registrar(s) of the Registry, in compliance with any procedures established or approved by the U.S. Department of Commerce and (ii) either return to NSI or certify to NSI the destruction of all data, software and documentation it has received under this Agreement. (g) SURVIVAL. In the event of termination of this Agreement for any reason, Sections 2.5, 2.6, 2.10, 2.11, 2.13, 5.2, 6.1(g), 6.6, 6.7, 6.10, 6.12, 6.13, 6.14 and 6.16 shall survive. Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms but each Party shall be liable for any damage arising from any breach by it of this Agreement. 6.2. NO THIRD PARTY BENEFICIARIES; RELATIONSHIP OF THE PARTIES. This Agreement does not provide and shall not be construed to provide third parties (i.e., non-parties to this Agreement), including any SLD holder, with any remedy, claim, cause of action or privilege. Nothing in this Agreement shall be construed as creating an employer-employee or agency relationship, a partnership or a joint venture between the Parties. 6.3 FORCE MAJEURE. Neither Party shall be responsible for any failure to perform any obligation or provide service hereunder because of any Act of God, strike, work stoppage, governmental acts or directives, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control. 6.4 FURTHER ASSURANCES. Each Party hereto shall execute and/or cause to be delivered to each other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement. 6.5 AMENDMENT IN WRITING. Any amendment or supplement to this Agreement shall be in writing and duly executed by the other Parties. 6.6 ATTORNEYS' FEES. If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against any Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and - 7 - 10 disbursements (in addition to any other relief to which the prevailing Party may be entitled). 6.7 DISPUTE RESOLUTION; CHOICE OF LAW; VENUE. The Parties shall attempt to resolve any disputes between them prior to resorting to litigation. This Agreement is to be construed in accordance with and governed by the internal laws of the Commonwealth of Virginia, United States of America without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the Commonwealth of Virginia to the rights and duties of the Parties. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced in any state or federal court located in the eastern district of the Commonwealth of Virginia. Each Party to this Agreement expressly and irrevocably consents and submits to the jurisdiction and venue of each state and federal court located in the eastern district of the Commonwealth of Virginia (and each appellate court located in the Commonwealth of Virginia) in connection with any such legal proceeding. 6.8 NOTICES. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by telecopier during business hours) to the address or telecopier number set forth beneath the name of such Party below: IF TO REGISTRAR: --------------------------- --------------------------- --------------------------- IF TO NSI: Network Solutions, Inc. 505 Huntmar Park Drive Herndon, Virginia 20170 Attention: Director, Business Affairs Telecopier: + 1 (703) 742-8706 with a copy to: General Counsel 505 Huntmar Park Drive Herndon, Virginia 20170 Telecopier: + 1 (703) 742-0065 - 8 - 11 6.9 ASSIGNMENT/SUBLICENSE. Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the Parties hereto. Registrar shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person without the prior written consent of NSI. 6.10 USE OF CONFIDENTIAL INFORMATION. The Parties' use and disclosure of Confidential Information disclosed hereunder are subject to the terms and conditions of the Parties' Confidentiality Agreement (Exhibit C) that will be executed contemporaneously with this Agreement. Registrar agrees that the RRP, APIs and Software are the Confidential Information of NSI. 6.11 DELAYS OR OMISSIONS; WAIVERS. No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. 6.12 LIMITATION OF LIABILITY. IN NO EVENT WILL NSI BE LIABLE TO REGISTRAR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF NSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.13 CONSTRUCTION. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement. 6.14 INTELLECTUAL PROPERTY. Subject to Section 2(f) above, each Party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property. 6.15 REPRESENTATIONS AND WARRANTIES (a) REGISTRAR. Registrar represents and warrants that: (1) it is a corporation duly - 9 - 12 incorporated, validly existing and in good standing under the law of the ______________, (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) it is, and during the Term of this Agreement will continue to be, accredited or otherwise authorized to act as a registrar pursuant to Amendment 11 to the Cooperative Agreement between NSI and the U.S. Department of Commerce, (4) the execution, performance and delivery of this Agreement has been duly authorized by Registrar, (5) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Registrar in order for it to enter into and perform its obligations under this Agreement, and (6) Registrar's performance bond provided hereunder is a valid and enforceable obligation of the surety named on such bond. (b) NSI. NSI represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) the execution, performance and delivery of this Agreement has been duly authorized by NSI, and (4) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by NSI in order for it to enter into and perform its obligations under this Agreement. (c) The RRP, APIs and Software are provided "as-is" and without any warranty of any kind. NSI EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. NSI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE RRP, APIs OR SOFTWARE WILL MEET REGISTRAR'S REQUIREMENTS, OR THAT THE OPERATION OF THE RRP, APIs OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE RRP, APIs OR SOFTWARE WILL BE CORRECTED. FURTHERMORE, NSI DOES NOT WARRANT NOR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE RRP, APIs, SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SHOULD THE RRP, APIs OR SOFTWARE PROVE DEFECTIVE, REGISTRAR ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. 6.16. INDEMNIFICATION. Registrar, at its own expense, will indemnify, defend and hold harmless NSI and its employees, directors, officers, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against NSI or any affiliate of NSI based on or arising from any claim or alleged claim (i) relating to any product or service of Registrar; (ii) relating to any agreement, including Registrar's dispute policy, with any SLD holder of Registrar; or (iii) - 10 - 13 relating to Registrar's domain name registration business, including, but not limited to, Registrar's advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service; provided, however, that in any such case: (a) NSI provides Registrar with prompt notice of any such claim, and (b) upon Registrar's written request, NSI will provide to Registrar all available information and assistance reasonably necessary for Registrar to defend such claim, provided that Registrar reimburses NSI for its actual and reasonable costs. Registrar will not enter into any settlement or compromise of any such indemnifiable claim without NSI's prior written consent, which consent shall not be unreasonably withheld. Registrar will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by NSI in connection with or arising from any such indemnifiable claim, suit, action or proceeding. 6.17 ENTIRE AGREEMENT; SEVERABILITY. This Agreement, which includes Exhibits A, B and C constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DATE SET FORTH IN THE FIRST PARAGRAPH HEREOF. Network Solutions, Inc. ---------------------------------------- By: By: ------------------------------ ------------------------------ Name: Name: ------------------------------ ------------------------------ Title: Title: ------------------------------ ------------------------------ - 11 - 14 EXHIBIT A REGISTRAR DISPUTE POLICY - 12 - 15 Exhibit B CHANGES IN SPONSORING REGISTRAR BY SLD HOLDERS REGISTRAR REQUIREMENTS: For each instance when an SLD holder wants to change its Registrar for an existing domain name (i.e., a domain name that appears in a particular top-level domain zone file), the gaining Registrar shall: 1) Obtain express authorization from an individual who has the apparent authority to legally bind the SLD holder (as reflected in the database of the losing Registrar). a) The form of the authorization is at the discretion of each gaining Registrar. b) The gaining Registrar shall retain a record of reliable evidence of the authorization. 2) Provide a copy of the authorization to the losing Registrar. 3) Request, in a form prescribed by NSI, that the Registry database be changed to reflect the new Registrar. a) The Request shall include an express statement that (1) the requisite authorization has been obtained from the SLD holder listed in the database of the losing Registrar, and (2) the losing Registrar has been provided with a copy of the authorization. In those instances when the Registrar of record is being changed simultaneously with a transfer of a domain name from one party to another, the gaining Registrar shall also obtain appropriate authorization for the transfer. Such authorization shall include, but not be limited to, one of the following: 1) A bilateral agreement between the parties. 2) The final determination of a binding dispute resolution body. 3) A court order. Whenever there is a change of Registrar, NSI will confirm completion of the change by e-mail to both the gaining and losing Registrars. REGISTRATION FEE: Each change of Registrar shall be subject to a new two-year registration fee to the Registry. 1) The SLD holder will be entering a new contract with the Registrar. - 13 - 16 2) The Registrar will be starting a new registration period for the domain name with the Registry. Each SLD holder shall maintain its own records appropriate to document and prove the initial domain name registration date, regardless of the number of Registrars with which the SLD holder enters into a contract for registration services. - 14 - 17 EXHIBIT C CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT is entered into by and between Network Solutions, Inc. ("NSI"), a Delaware corporation having its principal place of business in Herndon, VA which is the party disclosing confidential information, and _________________________ of _________________________ ("Recipient"), which is the party receiving such information, through their authorized representatives, and takes effect on the date executed by the final party (the "Effective Date"). Under this Confidentiality Agreement ("Confidentiality Agreement"), NSI intends to disclose to the Recipient information which NSI considers valuable, proprietary, and confidential to participate in the test of the Shared Registration System ("Phase I") as provided in Amendment 11 to the Cooperative Agreement between NSI and the U.S. Department of Commerce NOW, THEREFORE, the parties agree as follows: 1. Confidential Information 1.1 "Confidential Information", as used in this Confidentiality Agreement, shall mean all information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation and documentation, and functional and interface specifications, provided by NSI to Recipient under this Confidentiality Agreement and marked or otherwise identified as Confidential, provided that if a communication is oral, NSI will notify Recipient in writing within 15 days of the disclosure. 2. Confidentiality Obligations 2.1 In consideration of the disclosure of Confidential Information to Recipient, Recipient agrees that: (a) Recipient shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information received from NSI, including implementing reasonable physical security measures and operating procedures. (b) Recipient shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if Recipient is a corporation, partnership, or similar entity, disclosure is permitted to Recipient's officers and employees who have a demonstrable need to know such Confidential Information, provided Recipient shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be bound by the terms of this Confidentiality Agreement. (c) Recipient shall not modify or remove any NSI Confidential legends\ and/or copyright notices appearing thereon. 2.2 Recipient's duties under this section (2) shall expire five (5) years after the information is received or earlier, upon written agreement of the parties. 3. Restrictions On Use 3.1 Recipient agrees that it will use any Confidential Information received under this Confidentiality Agreement solely for the purpose of participating in the test of the Shared Registration System ("Phase I") as provided in Amendment 11 to the Cooperative Agreement between NSI and the U.S. Department of Commerce and - 15 - 18 for no other purposes whatsoever. 3.2 No commercial use rights or any licenses under any NSI patent, patent application, copyright, trademark, know-how, trade secret, or any other NSI proprietary rights are granted to Recipient by this Confidentiality Agreement, or by any disclosure of any Confidential Information to Recipient under this Confidentiality Agreement. 3.3 Recipient agrees not to prepare any derivative works based on the Confidential Information. 3.4 Recipient agrees that any Confidential Information which is in the form of computer software, data and/or databases shall be used on a computer system(s) that is owned or controlled by Recipient. 4. Miscellaneous 4.1 This Confidentiality Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and all applicable federal laws. Recipient agrees that, if a suit to enforce this Confidentiality Agreement is brought in the U.S. Federal District Court for the Eastern District of Virginia, Recipient will be bound by any decision of the Court. 4.2 The obligations set forth in this Confidentiality Agreement shall be continuing, provided, however, that this Confidentiality Agreement imposes no obligation upon Recipient with respect to information that (a) is disclosed with NSI's prior written approval; or (b) is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or (c) is known by the receiving party prior to the time of disclosure in its integrated and aggregated form; or (d) is independently developed by the receiving party without use of the Confidential Information; or (e) is made generally available by NSI without restriction on disclosure. 4.3 This Confidentiality Agreement may be terminated by NSI upon Recipient's breach of any of its obligations hereunder. In the event of any such termination for breach, all Confidential Information in Recipient's possession shall be immediately returned to NSI; Recipient shall provide full voluntary disclosure to NSI of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of Sections 2 and 3 hereof shall survive such termination and remain in full force and effect. Recipient may cease to participate in the test of the Shared Registration System ("Phase I") as provided in Amendment 11 to the Cooperative Agreement between NSI and the U.S. Department of Commerce referred to above, but in such event, Recipient shall immediately return to NSI all Confidential Information in its possession and Recipient shall remain subject to the obligations of Sections 2 and 3. 4.4 The terms and conditions of this Confidentiality Agreement shall inure to the benefit of NSI and its successors and assigns. Recipient's obligations under this Confidentiality Agreement may not be assigned or delegated. 4.5 Recipient agrees that NSI shall be entitled to seek all available legal and equitable remedies for the breach of this Confidentiality Agreement. 4.6 The terms and conditions of this Confidentiality Agreement may be modified only in a writing signed by NSI and Recipient. 4.7 EXCEPT AS MAY OTHERWISE BE SET FORTH IN A SIGNED, WRITTEN AGREEMENT BETWEEN THE PARTIES, NSI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, CONDITION, SUITABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OF ANY CONFIDENTIAL INFORMATION, AND NSI SHALL HAVE NO LIABILITY WHATSOEVER TO RECIPIENT RESULTING FROM RECIPIENT'S RECEIPT OR USE OF THE CONFIDENTIAL INFORMATION. - 16 - 19 4.8 If any part of this Confidentiality Agreement is found invalid or unenforceable, such part shall be deemed stricken herefrom and Recipient and NSI agree: (a) to negotiate in good faith to amend this Confidentiality Agreement to achieve as nearly as legally possible the purpose or effect as the stricken part, and (b) that the remainder of this Confidentiality Agreement shall at all times remain in full force and effect. 4.9 This Confidentiality Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. 4.10 Any obligation upon Recipient imposed by this Confidentiality Agreement may be waived in writing by NSI. Any such waiver shall have a one-time effect and shall not apply to any subsequent situation regardless of its similarity. 4.11 Neither Party has an obligation under this Confidentiality Agreement to purchase, sell, or license any service or item from the other Party. 4.12 The Parties do not intend that any agency or partnership relationship be created between them by this Confidentiality Agreement. IN WITNESS WHEREOF, and intending to be legally bound, duly authorized representatives of NSI and Recipient have executed this Confidentiality Agreement in Virginia on the dates indicated below. ___________________("Recipient") Network Solutions, Inc. ("NSI") By: ____________________________ By: __________________________ Title: _________________________ Title:_________________________ Date:___________________________ Date:_________________________ - 17 - EX-10.26 3 LEASE AGREEMENT BETWEEN CORPORATE OAKS & NETWORK 1 LEASE AGREEMENT LANDLORD: CORPORATE OAKS LP TENANT: NETWORK SOLUTIONS, INC. 2 TABLE OF CONTENTS
Page ARTICLE I Definitions of Certain Terms..............................................................1 ARTICLE II Premises..................................................................................2 ARTICLE III Term......................................................................................3 ARTICLE IV Base Rent.................................................................................3 ARTICLE V Increases in Operating Charges............................................................3 ARTICLE VI Use of Premises...........................................................................5 ARTICLE VII Assignment, Subletting or Transfer........................................................5 ARTICLE VIII Maintenance and Repairs...................................................................7 ARTICLE IX Alterations...............................................................................8 ARTICLE X Signs.....................................................................................9 ARTICLE XI Security Deposit..........................................................................9 ARTICLE XII Holding Over..............................................................................9 ARTICLE XIII Insurance.................................................................................9 ARTICLE XIV Services and Utilities...................................................................11 ARTICLE XV Liability of Landlord....................................................................11 ARTICLE XVI Rules....................................................................................12 ARTICLE XVII Damage to Building.......................................................................12 ARTICLE XVIII Condemnation.............................................................................13 ARTICLE XIX Default..................................................................................14
3 ARTICLE XX Bankruptcy...............................................................................16 ARTICLE XXI Subordination............................................................................17 ARTICLE XXII Quiet Enjoyment..........................................................................18 ARTICLE XXIII General Provisions.......................................................................18
LIST OF ATTACHMENTS: ADDENDUM EXHIBIT A -- Plan Showing Premises EXHIBIT B -- Work Agreement EXHIBIT C -- Form of Certificate Affirming Lease Commencement Date EXHIBIT D -- Rules 4 LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease") is dated as of the 11TH day of March, 1999, by and between CORPORATE OAKS LIMITED PARTNERSHIP, a Virginia limited partnership, ("Landlord"), and NETWORK SOLUTIONS, INC., a Delaware corporation ("Tenant"). ARTICLE I DEFINITIONS OF CERTAIN TERMS 1.1 Anticipated Occupancy Date: April 1, 1999 [3.3] 1.2 Base Rent: One Million Two Hundred Sixty-Eight Thousand and One Hundred Twenty Seven Dollars ($1,268,127) (or $21/sf) [4.1] 1.3 Base Rent Escalator: Three Percent (3%) [4.1] 1.4 Broker(s): Jones, Lang, Wooten, USA; CB Richard Ellis, Inc. [23.3] 1.5 Building: Corporate Oaks [2.1] 625 Herndon Parkway Herndon VA 20170 1.6 Architect: Larry Blevins, AIA [23.18] 1.7 Existing Mortgagee Address: Regency Savings Bank FSB [23.6] 11 West Madison Street Oak Park IL 60302 FAX (708) 445-3253 1.8 Landlord's Address: c/o NVCommercial Incorporated 8230 Leesburg Pike, Suite 500 Vienna, VA 22182 FAX (703) 734-0410 Tax I.D. # 54-1293454 [4.2] 1.9 Parking Rent: None [2.2, 2.3] 1.10 Lease Term Length: Five (5) Years from Lease Commencement [3.1] 1.11 Operating Charges Stop: 1999 Actual Operating Charges and Real Estate Taxes [5.1] 1.12 Permitted Parking Spaces: 3.6 per 1,000 rentable square feet [2.2, 2.3] 1.13 Premises: Approximately 60,387 square feet of rentable area comprising the entire 1st and 2nd floors of the Building [2.1] 1.14 "INTENTIONALLY LEFT BLANK" 1.15 Security Deposit: N/A 1.16 Space Plan Due Date: N/A 1.17 Tenant Work Deposit: N/A 1.18 Tenant Allowance: $768,000 or approximately $12.71 per rentable square foot [Exhibit B] 1.19 Tenant Design Cost Allowance: N/A [Exhibit B]
5 1.20 Tenant's Address: with a copy to: SAIC 505 Huntmar Dr. 10260 Campus Point Drive Herndon VA 20170 San Diego CA 92121 ATTN: Corporate Leasing FAX (619) 535-773 [23.6] 1.21 Tenant's Representative: Ken Irwin [Exhibit B] 1.22 Use: General Office, including a customer service center [6.1] 1.23 Utilities: To be paid directly by Tenant for the Premises [14.2]
This Article defines certain terms used in this Lease. Certain other terms are defined in the places shown in the Index of Certain Definitions attached to this Lease. For convenience, this Article shows [in brackets] a reference to where each term defined in this Article first is used in the later Sections of this Lease. When used in this Lease, except where the context otherwise requires, each term shall have the meaning indicated. ARTICLE II PREMISES 2.1 Tenant leases the Premises in the Building identified in Paragraph 1.5 (consisting of such building and the land, upon which it is built, including roadways, sidewalks, utilities and other infrastructure improvements) from Landlord for the term and upon the conditions and covenants stated in this Lease. Tenant and Tenant's employees, contractors, agents, other authorized representatives and invitees shall have the non-exclusive right to use the common and public areas of the Building solely for purposes of ingress to and egress from the Building. 2.2 Tenant, its employees and visitors, shall have the right to park automobiles in the Building's parking spaces at no additional cost. The number of parking spaces available for Tenant, its employees and visitors shall be equal to the number of Permitted Parking Spaces set forth in Article I. Landlord shall not be required to reserve or police the Permitted Parking Spaces for Tenant; provided, however, that Landlord shall have the right, at Landlord's option, to designate reserved parking spaces. It is understood and agreed that Landlord assumes no responsibility, and shall not be held liable, for any damage or loss to any automobiles parked in the Building's parking facilities or to any personal property located therein, or for any injury sustained by any person in or about such parking facilities, unless due to the gross negligence or willful act or omission of Landlord, to its employees, agents, contractors or other authorized representatives. Additionally, Landlord and Tenant will mutually agree, after Tenant has begun its construction at the Premises, whether or not to restripe the parking lot, which work will be performed by Landlord at Landlord's sole expense. 2.3 In addition to the parking set forth in Articles I and II hereof, Landlord shall secure Tenant the right, at no cost to Tenant, to (i) park twenty (20) cars in the parking lot of Corporate Oaks II under the terms specified in a separate agreement (a copy of which will be provided to Tenant) and (ii) implement a potential stacking plan for cars on the parking lot of Corporate Oaks I, either with or without an attendant, which attendant shall be paid for by Tenant. Tenant understands and agrees that Landlord cannot guarantee (but will use reasonable efforts to do so, subject to Corporate Oaks II's future needs) that Tenant will have the ability to park in the parking lot for Corporate Oaks II throughout the Lease Term. 2 6 ARTICLE III TERM 3.1 This Lease is effective between the parties when fully executed by them. The period referred to in this Lease as the "Lease Term" shall commence on the Lease Commencement Date determined as provided in Section 3.2. The Lease Term shall continue for the Lease Term Length shown in Article I; provided that, if the Lease Commencement Date is not the first day of a month, then the Lease Term shall continue for the Lease Term Length plus that number of days necessary to make the Lease Term expire on the last day of the month in which the Lease Term Length expires. The Lease Term shall also include any renewal or extension of the term of this Lease. 3.2 The "Lease Commencement Date" shall be April 1, 1999. Promptly after the Lease Commencement Date is ascertained, Landlord and Tenant shall execute a certificate (substantially in the form of Exhibit C) confirming the Lease Commencement Date and any other matters reasonably requested by Landlord. 3.3 It is presently anticipated that the Premises will be delivered to Tenant within three (3) business days after execution of this Lease by Tenant and Landlord. 3.4 "Lease Year" shall mean a period of twelve (12) consecutive months commencing on the Lease Commencement Date and each successive twelve (12) month period thereafter; provided, however, that if the Lease Commencement Date is not the first day of a month, then the second Lease Year shall commence on the first day of the month after the month in which the first anniversary of the Lease Commencement Date occurs, and each successive Lease Year shall commence on the anniversary of the second Lease Year. The period in which the Lease Term expires or terminates shall be a Lease Year even if it is shorter than twelve (12) months. ARTICLE IV BASE RENT 4.1 Tenant shall pay the Base Rent in equal monthly installments in advance on the first day of each month during a Lease Year. On the first day of the second and each subsequent Lease Year, the Base Rent in effect shall be increased by the product of (a) the Base Rent Escalator, multiplied by (b) the Base Rent in effect immediately before the increase. If the day Tenant's rent obligation commences is not the first day of a month, then the Base Rent from such rent commencement date until the first day of the following month shall be prorated on a per diem basis at the rate of one-thirtieth (1/30) of the monthly installment of the Base Rent payable during the Lease Year in which the rent commencement date occurs. Concurrently with Tenant's execution of this Lease, Tenant shall pay an amount equal to one (1) monthly installment of the Base Rent in effect during the first Lease Year, which amount shall be credited toward the first monthly installment(s) of the Base Rent payable under this Lease. 4.2 All Base Rent, additional rent and other sums payable by Tenant shall be paid to Landlord in legal tender of the United States, at Landlord's Address, or to such other party or such other address as Landlord may designate in writing. Landlord's acceptance of rent after it shall have become due and payable shall not excuse a delay upon subsequent occasions or constitute a waiver of rights. ARTICLE V INCREASES IN OPERATING CHARGES 5.1 Tenant shall pay as additional rent Tenant's proportionate share of the amount by which Operating Charges during each calendar year falling entirely or partly within the Lease Term exceed a base amount (the "Operating Charges Base Amount") equal to the product of (a) the Operating Charges Stop, multiplied by (b) the number of square feet of rentable office area in the Building. For purposes of this Section, Tenant's proportionate share shall be that percentage which is equal to a fraction, the numerator of which is the number of square feet of rentable area in the Premises, and the denominator of which is the number of square feet of rentable office area in the Building. 3 7 5.2 "Operating Charges" shall mean all expenses incurred in owning, operating, managing, maintaining and repairing the Building and/or the land on which it is located (the "Land"), including but not limited to: (a) electricity, water, sewer and other utility charges excluding the utility charges paid directly by Tenant hereunder; (b) insurance premiums; (c) management fees not to exceed customary fees for similar buildings in the Herndon, Rt. 28 market area including, without limitation, salaries for on-site employees not above the level of building manager; (d) costs of maintenance contracts and service contracts related to providing services for the building on Monday at 7:00 am through Saturday at 2:00 pm; (e) maintenance and repair expenses except as otherwise excluded in Paragraph 10 of the Addendum to this Lease; (f) amortization, with interest at nine percent (9 %) per annum based on accounting practices generally accepted for office buildings and amortized over the useful life (according to GAAP) of the improvements, for capital expenditures made by Landlord intended or reasonably expected to reduce operating expenses or required to comply with Laws or to pay for replacement of building components or systems; (g) Real Estate Taxes; (h) charges or costs for janitorial services for cleaning the Building once a day on Monday through Friday; (i) assessments or other amounts payable to any association or associations now or hereafter established to administer, oversee or enforce common covenants affecting the Building, or to operate, maintain, or repair common or public areas or facilities of the Building, including assessments or other amounts imposed (1) to pay for landscaping in such common areas or facilities, (2) to pay for any transportation or means of transportation contemplated by any covenants or governmental requirements now or hereafter affecting the Building, and (3) to pay for any architectural review board or other administrative expenses not associated with any Tenant buildout; (j) any business, professional or occupational license tax payable by Landlord with respect to the Building; (l) costs of decorating and landscaping the grounds and the common areas of the Building; and (m) any sales tax paid by Landlord with respect to goods and services in connection with the foregoing. Operating expenses shall not include those items set forth in detail in Paragraph 10 of the Addendum to Lease, attached hereto and incorporated herein by reference. Notwithstanding the above, Tenant shall pay directly to Landlord within fifteen (15) days the actual cost for cleaning, trash removal, or security services or other services or at Landlord's direction directly to the service provider, if any, related to Tenant's use of the Premises on weekends and from 7 pm to 7 am on weekdays or for security services in excess of those provided for the previous tenant. Such amounts will not be deemed Operating Charges, but will be deemed Additional Rent. 5.3 "Real Estate Taxes" shall mean: (a) all real estate taxes, including general and special assessments, if any, which are imposed upon Landlord or levied or assessed against the Building and/or the Land; (b) any other present or future taxes or governmental charges that are imposed upon Landlord or assessed against the Building or the Land which are in the nature of or in substitution for real estate taxes, including any tax levied on or measured by the rents payable by tenants of the Building; and (c) reasonable expenses (including attorneys' fees) incurred in seeking a reduction of real estate taxes. 5.4 If the average occupancy rate for the Building during any full calendar year is less than one hundred percent (100%), then Operating Charges (exclusive of utilities, weekend janitorial and real estate taxes) for such full calendar year shall be deemed to include all additional expenses, as reasonably estimated by Landlord, which would have been incurred during such calendar year if such average occupancy rate had been one hundred percent (100%). 5.5 At the beginning of each calendar year that begins during the Lease Term, Landlord may submit a statement setting forth the amount by which Operating Charges that Landlord reasonably expects to be incurred during each calendar year exceed the Operating Charges Base Amount and Tenant's proportionate share of such excess. Tenant shall pay to Landlord on the first day of each month after receipt of such statement, until Tenant's receipt of any succeeding statement, an amount equal to one-twelfth (1/12) of such share. 5.6 Within twelve (12) months after the end of each calendar year, Landlord shall submit a statement showing (a) Tenant's proportionate share of the amount by which Operating Charges incurred during the preceding calendar year exceeded the Operating Charges Base Amount, and (b) the aggregate amount of Tenant's estimated payments during such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant's actual liability, then Landlord will within thirty (30) days refund the net overpayment to Tenant. If such statement indicates that Tenant's actual liability exceeds the aggregate amount of such estimated payments, 4 8 then Tenant shall pay the amount of such excess within twenty (20) days of receipt of Landlord's invoice and all supporting documentation. 5.7 If the Lease Term commences or expires on a day other than the first day or the last day of a calendar year, respectively, then Tenant's liability for Operating Charges incurred during such year shall be proportionately reduced. ARTICLE VI Use of Premises 6.1 Tenant shall use the Premises solely for the Use set forth in Article I and for no other use or purpose. Tenant shall not cause or allow the use of the Premises in any manner which will or is likely to (a) violate any present or future laws, ordinances, regulations or orders (collectively, "Laws") or any covenants, conditions or restrictions now or hereafter of record concerning the use of the Premises and all Furnishings therein, (b) constitute waste, nuisance or unreasonable annoyance to Landlord or any tenant of the Building, (c) subject to the rights granted to Tenant under Paragraphs 3, 4 and 5 of the Addendum impair or interfere with any base building systems or facilities, (d) subject to the rights granted to Tenant under Paragraphs 3, 4 and 5 of the Addendum, adversely affect the character, appearance or reputation of the Building, or (e) increase the number of parking spaces required for the Building or materially increase the number of parking spaces used by Tenant. Tenant shall obtain and keep current any temporary or permanent occupancy or use permits required by any Law at Tenant's expense and promptly deliver a copy thereof to Landlord. 6.2 Tenant shall pay before delinquency any business, rent or other tax or fee that is now or hereafter assessed or imposed upon Tenant's use or occupancy of the Premises, the conduct of Tenant's business in the Premises or Tenant's Furnishings or personal property. If any such tax or fee is enacted or altered so that such tax or fee is imposed upon Landlord or so that Landlord is responsible for collection or payment thereof, then Tenant shall deliver a receipt or proof of payment for any such tax or fee as levied or charged from time to time or, if requested by Landlord, Tenant shall pay the amount of such tax or fee and the costs of any collection thereof promptly to Landlord upon demand. 6.3 Tenant shall not generate, use, store or dispose of any Hazardous Materials in or about the Building or the Land. "Hazardous Materials" shall mean: (a) "hazardous wastes," as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time; (b) "hazardous substances," as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time; (c) "toxic substances," as defined by the Toxic Substances Control Act, as amended from time to time; (d) "hazardous materials," as defined by the Hazardous Materials Transportation Act, as amended from time to time; (e) oil or other petroleum products; and (f) any substance whose presence could be detrimental to the Building or hazardous to health or the environment Notwithstanding the foregoing, Tenant may use small quantities of chemicals and substances ordinarily used in an office environment such (as cleaning supplies, copier and printer toner, office supplies, etc.) provided that such chemicals and substances are used, stored and disposed of in accordance with applicable laws and regulations. ARTICLE VII Assignment, Subletting or Transfer 7.1 (a) A "Transfer" is any assignment, subletting, use, occupancy or transfer of the Premises or any part thereof by or to anyone other than Tenant. A "Transferee" is any individual, group or entity to whom a Transfer is made. Except as otherwise provided in Paragraph 15 of the Addendum to this Lease, Tenant shall not Transfer this Lease or any of Tenant's rights or obligations hereunder, without Landlord's prior written consent, which consent may be granted or withheld in Landlord's discretion provided that such consent shall not be unreasonably withheld, conditioned or delayed if the following conditions all have been satisfied in Landlord's reasonable judgment: (i) In the reasonable judgment of Landlord, the proposed Transferee is of a character and financial worth such as is in keeping with the standards of Landlord in those respects for the 5 9 Building, and the nature of the proposed Transferee's business and its reputation are in keeping with the character of the Building and its tenancies. (ii) The purposes for which the proposed Transferee intends to use the Premises or the applicable portion thereof are uses expressly permitted by and not prohibited by this Lease including, without limitation, the provisions of Article VI hereof. (iii) The proposed occupancy shall not materially increase the office cleaning requirements, exceed the capacity of any base building system including, without limitation, the electrical, heating, ventilation and air-conditions system, or impose a material extra burden upon the Building's parking, equipment or services unless the proposed occupant is willing to pay any excess costs relating thereto. (iv) Unless such Transfer is to an affiliate or customer of Tenant, Landlord shall be reasonably satisfied that Tenant has used its good faith reasonable efforts in obtaining the highest available consideration in connection with the Transfer, taking into consideration rental rates, timing of rent commencement and tenant improvements. (v) No Event of Default shall be continuing under this Lease, either at the time Landlord's consent to such Transfer is requested, or at the commencement of the term of any proposed Transfer, or upon the effective date of any such Transfer, and Tenant shall have complied with all of the terms of this Article VII in connection with such Transfer. (vi) The proposed Transferee shall be subject to the service of process in, and under the jurisdiction of the courts of, the state in which the Building is situated. (vii) Any Mortgagee whose consent is required for such Transfer shall have consented to such Transfer. (viii) All other material aspects of the Transfer affecting the Landlord or the Building are otherwise reasonably satisfactory to Landlord. (b) Except as otherwise provided in Paragraph 15 of the Addendum to this Lease, no transfer of this Lease may be effected by operation of law or otherwise without Landlord's prior written consent as provided above. Any Transfer, Landlord's consent thereto or Landlord's collection or acceptance of rent from any Transferee shall not be construed as (i) an acceptance of such Transferee as a tenant except in the event of an assignment approved by Landlord if Landlord's consent thereto is required, (ii) a waiver or release of Tenant from liability hereunder, or (iii) a waiver of Tenant's and any Transferee's obligation to obtain Landlord's prior written consent to any subsequent Transfer. Tenant shall (in the instrument effecting the Transfer) assign to Landlord any sum due from any Transferee as security for Tenant's performance of its obligations pursuant to this Lease, and Tenant shall (in the instrument effecting the Transfer) authorize each such Transferee if an Event of Default occurs to pay such sum directly to Landlord if such Transferee receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any Transferee, and Tenant shall cause any Transferee to comply with all such restrictions and obligations. If the Lease Term or Tenant's right of possession shall terminate prior to the stated expiration of the Lease Term, then, at Landlord's option in its sole and absolute discretion, Landlord may (but shall not be required to) succeed to the rights of Tenant under any or all Transfers. Tenant shall not mortgage, pledge or encumber this Lease without Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole and absolute discretion. Tenant shall pay the reasonably documented expenses (including attorneys' fees limited to $5,000) incurred by Landlord in connection with Tenant's request for Landlord to give its consent to any Transfer or mortgage. 7.2 If Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in Tenant shall be deemed a Transfer of this Lease subject to this Article. If Tenant is a corporation, then any dissolution, merger, consolidation or other reorganization of Tenant, or any sale or transfer of a 50% or more of its capital stock, shall be deemed a Transfer of this Lease subject to this Article provided, however, that this limitation shall not apply to any corporation, all of the outstanding voting stock of which is listed on a national securities exchange as defined in the Securities 6 10 Exchange Act of 1934, to a secondary public offering of stock of Tenant to the general public or in the Tenant to a publicly held entity, the stock of which publicly held entity is registered with the Securities Exchange Commission. 7.3 In order to request the consent of Landlord to a Transfer pursuant to this Article if Landlord's consent thereto is required by this Lease, Tenant shall give Landlord written notice ("Tenant's Request Notice") of the identity of the proposed Transferee and its business, all terms of the proposed Transfer, the commencement date of the proposed Transfer, (the "Proposed Transfer Commencement Date") and the area proposed to be assigned or sublet (the "Proposed Space"). Tenant shall also transmit therewith the most recent financial statement or other evidence of financial responsibility of such Transferee, a certification executed by Tenant and such proposed Transferee stating whether (and to what extent) any premium or other consideration is being paid for the proposed Transfer, and all other information reasonably requested by Landlord concerning such proposed Transferee. 7.4 Unless the proposed Transfer is to an affiliate or customer of Tenant, Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to the Proposed Transfer Space (if it is twenty-five (25%) percent or more of the Premises) by sending Tenant written notice within thirty (30) days after Landlord's receipt of Tenant's Request Notice. Notwithstanding anything to the contrary in this Section 7.4, Tenant may negate Landlord's exercise of its option to terminate this Lease with respect to the Proposed Transfer Space by giving Landlord written notice, within five (5) days after receipt of Landlord's notice exercising such option, that Tenant withdraws the Tenant Request Notice and Tenant will remain in the Proposed Transfer Space. If the Proposed Transfer Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Transfer Space, then: (a) Tenant shall tender the Proposed Transfer Space to Landlord on the Proposed Transfer Commencement Date as if the Proposed Transfer Commencement Date had been originally set forth in this Lease as the expiration date of the Lease Term with respect to the Proposed Transfer Space; and (b) as to all portions of the Premises other than the Proposed Transfer Space, this Lease shall remain in full force and effect except that the Permitted Parking Spaces, the additional rent payable pursuant to Article V, the Parking Rent, and the Base Rent shall be reduced proportionately based on square footage. Tenant shall pay all expenses of demising walls and other construction required to permit the operation of the Proposed Transfer Space separate from the balance of the Premises. If the Proposed Transfer Space constitutes the entire Premises, Landlord elects to terminate this Lease and Tenant does not negate Landlord's exercise of its option to terminate this Lease, then: (1) Tenant shall tender the Premises to Landlord on the Proposed Transfer Commencement Date; and (2) the Lease Term shall terminate on the Proposed Transfer Commencement Date. 7.5 If the Transferee is to pay any amount in excess of the rent and other charges due under this Lease, then, whether such excess be in the form of an increased rental, or lump sum payment, (and if the applicable space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), Tenant shall pay to Landlord fifty (50%) of any such excess upon such terms as shall be specified by Landlord and in no event later than twenty (20) days after Tenant receives (or is deemed to have received) such excess, as further described in Paragraph 16 of the Addendum. Upon Landlord's written request (made no more often than once per year), Tenant shall have its books and records relating to any Transfers inspected by a national accounting firm reasonably acceptable to Landlord, and shall have a report of such inspection sent to Landlord. Any Transfer shall be effected on forms supplied or approved by Landlord. ARTICLE VIII MAINTENANCE AND REPAIRS 8.1 Tenant shall at its sole expense keep and maintain the interior of the Premises and all Furnishings including, without limitation, any supplemental heating, ventilating or air conditioning equipment installed by Tenant and any other Above-Standard Work installed by Tenant, or equipment located in the Premises in clean, safe and sanitary condition and in good order and repair, shall suffer no waste or injury thereto, and at the expiration or earlier termination of the Lease Term, shall surrender the Premises in the same order and condition in which they were on the Lease Commencement Date, ordinary wear and tear and insured casualty excepted. Except as otherwise provided specifically in Articles XVII and XVIII and the last sentence of Section 2.2, all injury, 7 11 breakage and damage to the Premises and to any other part of the Building or the Land caused solely or primarily by any act or omission of any invitee, agent, employee, subtenant, assignee, contractor, licensee or customer of Tenant (collectively "Invitees") or Tenant, shall be repaired by and at Tenant's expense, except that Landlord shall have the right at Landlord's option to make any such repair to the Building or the Land and to charge Tenant for all reasonable costs and expenses incurred in connection therewith unless caused by the gross negligence or willful act or omission of Landlord, its employees, contractors, agents or other representatives. Landlord shall provide and install replacement tubes for building standard fluorescent light fixtures, and all other conventional light bulbs and tubes for the Premises, at Tenant's expense, the cost of which shall be competitively procured. ARTICLE IX ALTERATIONS 9.1 The improvement of the Premises shall be accomplished by Tenant in accordance with Exhibit B. Landlord is under no obligation to make any alterations, decorations, additions, improvements or other changes in or to the Premises or to the Building (collectively "Alterations") except as expressly provided in this Lease or as required by notices of violations from governmental authorities related to the exterior of the Building only. 9.2 Tenant shall not make or permit anyone to make any Alteration without Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole and absolute discretion. Notwithstanding the above, Landlord's approval shall not be unreasonably withheld, conditioned or delayed for non-structural alterations which are not visible from the exterior and do not affect the Building's utility systems. Any Alteration made by Tenant shall be subject to the preceding sentence and shall be made: (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor and in accordance with plans and specifications and procedures reasonably approved in writing by Landlord; (d) in accordance with all Laws and the reasonable requirements of any insurance company insuring the Building and any Mortgagee; (e) after providing Landlord's with proof of workmen's compensation insurance and any other insurance policy reasonably required by Landlord; and (f) after delivering to Landlord (if such items are necessary for such Alteration) (i) an architect's certificate that such Alteration will conform to all applicable Laws, (ii) a copy of all necessary permits obtained from governmental authorities having jurisdiction, and (iii) written, unconditional waivers of mechanics' and materialmen's liens against the Premises and the Building from all proposed contractors, subcontractors, laborers and material suppliers for all work and materials in connection with such Alteration, provided, however, that these waivers may be conditioned on final payment. If any lien (or a petition to establish a lien) is filed in connection with any Alteration, then such lien (or petition) shall be discharged by Tenant at Tenant's expense within ten (10) days after Tenant has notice thereof by the payment thereof or filing of a bond acceptable to Landlord. Landlord's consent to the making of any Alteration shall be deemed not to constitute Landlord's consent to subject its interest in the Premises or the Building to liens which may be filed in connection therewith. Tenant shall furnish Landlord with an updated set of "as-built" drawings reflecting any Alterations made by Tenant, if such drawings are necessary based on such Alterations. 9.3 If any Alteration is made without Landlord's prior written consent, then Landlord shall have the right at Tenant's expense to remove and correct such Alteration and restore the Premises and the Building to their condition immediately prior thereto or to require Tenant to do the same. All Alterations made by either party shall immediately become Landlord's property and shall remain upon and be surrendered with the Premises at the expiration or earlier termination of the Lease Term except that Tenant shall be required to remove all Alterations which Landlord designates in writing for removal at the time Landlord consents to such Alteration. Landlord has requested Tenant to remove all cabling prior to the end of the term of the Lease, but Tenant and Landlord have agreed, in lieu thereof, that Tenant shall pay Landlord, prior to the end of the term of the Lease, $15,000 in full satisfaction of the requirement for such removal. Notwithstanding the foregoing sentence, if Tenant is not in default under this Lease, then Tenant shall have the right to remove, prior to the expiration or earlier termination of the Lease Term, all Movable Furnishings, generators and uninterruptible power supplies installed in the Premises solely at Tenant's expense provided that Tenant repairs any damage to the Premises or the Building occasioned by such removal to Landlord's reasonable satisfaction. If any such Furnishings, generators, supplemental HVAC 8 12 brought in by Tenant and uninterruptible power supplies are not removed by Tenant prior to the expiration or earlier termination of the Lease Term, then the same shall become Landlord's property and shall be surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right to remove from the Premises at Tenant's expense such Furnishings, generators, supplemental HVAC brought in by Tenant and uninterruptible power supplies and any Alteration, designated for removal by Landlord in writing, as set forth above which Tenant fails to remove. Landlord shall have the right to repair at Tenant's expense all damage to the Premises or the Building caused by Landlord's or Tenant's removal of Furnishings, generators, supplemental HVAC brought in by Tenant and uninterruptible power supplies or Alterations designated by Landlord in writing for removal or to require Tenant to do the same. ARTICLE X SIGNS 10.1 Landlord will list Tenant's name in the Building directory, if any, and provide building standard signage on or near the primary suite entry door. Except as otherwise specified in Section 2 of the Addendum, Tenant shall not paint, affix or otherwise display on any part of the exterior or interior of the Building any other sign, advertisement or notice. If any such item that has not been approved by Landlord is so displayed, then Landlord shall have the right to remove such item at Tenant's expense or to require Tenant to do the same. ARTICLE XI SECURITY DEPOSIT (NONE) ARTICLE XII HOLDING OVER 12.1 Tenant acknowledges that it is extremely important that Landlord have substantial advance notice of the date on which Tenant will vacate the Premises, because Landlord will (a) require an extensive period to locate a replacement tenant, and (b) plan its entire leasing and renovation program for the Building in reliance on its lease expiration dates. Tenant also acknowledges that if Tenant fails to surrender the Premises at the expiration or earlier termination of the Lease Term, then it will be conclusively presumed that the value to Tenant of remaining in possession, and the loss that will be suffered by Landlord as a result thereof, far exceed the Base Rent and additional rent that would have been payable had the Lease Term continued during such holdover period. Therefore, if Tenant does not immediately surrender the Premises upon the expiration or earlier termination of the Lease Term, then the rent shall be increased 150% of the Base Rent, additional rent and other sums that would have been payable pursuant to the provisions of this Lease if the Lease Term had continued during such holdover period. Such rent shall be computed on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Premises have been vacated. Landlord's acceptance of such rent shall not in any manner adversely affect Landlord's other rights and remedies, including Landlord's right to evict Tenant and to recover damages through process of law. ARTICLE XIII INSURANCE 13.1 Tenant shall not conduct or allow any activity or place or allow the placement of any item in or about the Building which may (i) subject Landlord to any liability for injury to any person or property, (ii) cause any increase in the insurance rates on any policies of insurance carried by Landlord covering the Building, except as such increased rates are reimbursed by Tenant as hereinafter provided or cause insurance companies of good standing to refuse to insure the Building in amounts reasonably satisfactory to Landlord, (iii) result in the cancellation of any policy of insurance or the assertion of any defense by the insurer to any claim under any policy of insurance maintained by or for the benefit of Landlord, or (iv) violate any reasonable insurance requirement Landlord hereby warrants that Tenant's use as set forth in Section 1.22, and Paragraphs 3 and 4 of 9 13 the Addendum attached hereto does not violate any of the foregoing provisions and shall not increase the insurance premiums payable for the Building and the Land or subject such policies to cancellation therefor. If any increase in the cost of such insurance is due to any such activity or item, then (whether or not Landlord has consented to such activity or item) Tenant shall pay the amount of such increase as additional rent within twenty (20) days after Landlord's demand and all supporting documentation therefor. The statement of any insurance company or insurance rating organization (or other organization exercising similar functions in connection with the prevention of fires or the correction of hazardous conditions) that such an increase is solely due to any such activity or item shall be conclusive evidence thereof. 13.2 Tenant shall maintain throughout the Lease Term, with a company licensed to do business in the jurisdiction in which the Building is located reasonably, approved by Landlord and having a rating equal to or exceeding A VII in Best's Insurance Guide: (a) commercial general liability insurance (written on an occurrence basis and including contractual liability coverage insuring the obligations assumed by Tenant pursuant to Section 15.2 and an endorsement for personal injury); (b) all-risk property insurance; (c) comprehensive automobile liability insurance (covering automobiles owned by Tenant); (d) Broad Form Boiler and Machinery Insurance on all air conditioning equipment provided by Tenant and exclusively serving the Premises, miscellaneous electrical apparatus, boilers and other pressure vessels or systems, whether fired or unfired, installed by Tenant (or by Landlord, at Tenant's expense) in or exclusively serving the Premises, either as part of the extended coverage insurance mentioned in clause (b) of this Section or in amounts set by Landlord, but in no event less than One Million Dollars ($1,000,000); (e) during the course of construction of any Alterations by Tenant in the Premises and until completion thereof, Builder's Risk insurance on an "all risk" basis (including collapse) on a completed value (non-reporting) form for full replacement value, covering interests of Landlord and Tenant (and their respective contractors and subcontractors) and any Mortgagee, in all work incorporated in the Building and all materials and equipment in or about the Premises; (f) Workers' Compensation Insurance, as required by law; and (g) such other insurance in such amounts as Landlord may reasonably require from time to time provided that such insurance is then commonly required by similar landlords of similar tenants. The minimum amounts of insurance required under this Section shall not be construed to limit the extent of Tenant's liability under this Lease. Such liability insurance shall be in minimum amounts typically carried by prudent tenants engaged in similar operations, but in no event shall be in an amount less than five million dollars ($5,000,000) combined single limit per occurrence for bodily injury or death to any one person or any number of persons (up to $3,000,000 of which may be umbrella or other excess coverage), and two million dollars ($2,000,000) general aggregate for property damage. Such property insurance shall be in an amount not less than that required to replace all Above-Standard Work, antennae, satellite dishes equipment, generators, supplemental HVAC brought in by Tenant and uninterruptible power supplies, all Alterations and all other contents of the Premises, excluding the Building Standard Work. Such automobile liability insurance shall be in an amount not less than one million dollars ($1,000,000) combined single limit per occurrence for bodily injury and property damage and two million dollars ($2,000,000) in the aggregate. All liability insurance shall name Landlord, any Mortgagee and Landlord's managing agent as additional insureds. All property insurance by Landlord and Tenant shall contain an endorsement that such insurance shall remain in full force and effect notwithstanding that the insured may have waived its claims against any person prior to the occurrence of a loss, and provide that the insurer waives all right of recovery by way of subrogation against the other party, its partners, agents and employees. All of Tenant's insurance shall contain an endorsement prohibiting modification, expiration or cancellation as to the interests of Landlord, any Mortgagee or Landlord's managing agent by reason of any act or omission of Tenant, without the insurer's giving Landlord thirty (30) days' prior written notice of such action. Landlord reserves the right from time to time to reasonably require Tenant to obtain higher minimum amounts of insurance, however, Tenant may carry such increased coverage under its umbrella or other excess coverages. Tenant shall deliver a certificate of insurance for all required insurance policies to Landlord on or before the Lease Commencement Date and at least annually thereafter, no less than fifteen (15) days prior to the earliest expiration date on such certificate. 10 14 ARTICLE XIV SERVICES AND UTILITIES 14.1 Landlord shall furnish to the Premises air-conditioning and heating during the seasons they are required in Landlord's reasonable judgment and in accordance with the provisions otherwise set forth in this Lease or in local building codes or regulations. Landlord shall provide: janitorial service on Monday through Friday only excluding legal public holidays celebrated by the Executive Departments of the Federal Government ("Holidays"); electricity; water; elevator service; and exterior window-cleaning service. The normal hours of operation of the Building will be 8:00 a.m. to 6:00 p.m. on Monday through Friday (except such Holidays) and 8:00 a.m. to 1:00 p.m. on Saturday (except such Holidays) and such other extended hours, if any, as Landlord determines. Subject to the provisions of this Lease, Tenant shall have access to the Building twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year, and Landlord recognizes that Tenant anticipates it will conduct its operations during these time frames. 14.2 Tenant will immediately install separate meters to electrical circuits and shall pay directly to the utility company all costs and expenses related to its electrical consumption, as well as gas consumption, if ever available at the Building. The only utility Landlord shall pay for is for water and sewer under Section 5.2. Upon request, Tenant shall use reasonable efforts to provide Landlord with copies of utility bills; provided, however, that failure to do so shall not constitute a default under this Lease. ARTICLE XV LIABILITY OF LANDLORD 15.1 Landlord, its Officers (as defined in Section 15.5), employees, agents and Mortgagees shall not be liable to Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoever (except as otherwise provided in this Section or in Article XVII, Article XVIII, the last sentence of Section 2.2 or Paragraph 21 of the Addendum attached hereto), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service or utility specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists that may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or (except as provided in Article XVII or Paragraph 20 of the Addendum) is entitled to a rent abatement. Any property placed by Tenant or Invitees in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be responsible therefor. For purposes of this Article, the term "Building" shall be deemed to include the Land. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any property damage caused by the gross negligence or willful misconduct of Landlord its employees, contractors, agents or other authorized representatives, or any physical injury to any natural person caused by Landlord's, its employees', contractors', agents' or other authorized representatives' gross negligence or willful misconduct to the extent such damage or injury is not covered by insurance (a) carried by Tenant, or (b) required by this Lease to be carried by Tenant. Landlord agrees to promptly repair all items that are Landlord's responsibility and that materially affect Tenant's use of the Premises. 15.2 Tenant shall reimburse Landlord for, and shall indemnify, defend upon request and hold Landlord, its employees and agents harmless from and against, all costs, damages, claims, liabilities, expenses (including attorneys' fees), losses and court costs suffered by or claimed against Landlord, directly or indirectly, based on or arising out of, in whole or in part: (a) use and occupancy of the 11 15 Premises or the business conducted therein; (b) any act or omission of Tenant or any Invitee; (c) any breach of Tenant's obligations under this Lease, including failure to surrender the Premises upon the expiration or earlier termination of the Lease Term; (d) any entry by Tenant or any Invitee in or upon the Building prior to the Lease Commencement Date; or (e) the breach of any representation or warranty made by Tenant in this Lease. The provisions of this Paragraph 15.2 shall survive the expiration or earlier termination of the Lease Term. Landlord shall reimburse Tenant for, and shall indemnify, defend upon request and hold Tenant, its employees and agents harmless from and against, all costs, damages, claims, liabilities, expenses (including attorneys' fees), losses and court costs suffered by or claimed against Landlord, directly or indirectly, based on or arising out of the gross negligence or willful misconduct of Landlord, its agents, contractors, employees or other authorized representatives. The provisions of this paragraph shall survive the expiration or earlier termination of the Lease Term. 15.3 If any landlord hereunder transfers the Building or such landlord's interest therein, then such landlord shall not be liable for any obligation or liability based on or arising out of any event or condition occurring after such transfer. Within twenty (20) days after request, Tenant shall attorn to such transferee and execute, acknowledge and deliver any mutually agreeable document submitted to Tenant confirming such attornment. 15.4 Tenant shall not have the right to offset or deduct the amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant's sole remedy for recovering upon such claim shall be to institute an independent action against Landlord. 15.5 If Tenant or any Invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord's estate and interest in the Building including, but not limited to, all rents and other proceeds therefrom or related thereto. No other asset of Landlord, any partner, director or officer of Landlord (collectively "Officer") or any other person or entity shall be available to satisfy or subject to such judgment, nor shall any Officer or other person or entity have personal liability for satisfaction of any claim or judgment against Landlord or any Officer. ARTICLE XVI RULES 16.1 Tenant and Invitees shall observe the rules specified in Exhibit D and any other reasonable and nondiscriminatory rules not inconsistent with this Lease, of which notice is given, that Landlord may promulgate for the operation or maintenance of the Building. Landlord shall have no duty to enforce such rules or any provision of any other lease against any other tenant; provided that Landlord shall not enforce the rules against Tenant in a way that discriminates unfairly against Tenant. ARTICLE XVII DAMAGE TO BUILDING 17.1 If the Premises or the Building are totally or partially damaged by fire or other casualty, and (a) the insurance required to be carried by Landlord hereunder is insufficient to pay the full cost of the repair and restoration to be performed by Landlord, (b) any Mortgagee fails or refuses to make such insurance proceeds available for such repair and restoration in accordance with the provisions of its security instrument, (c) zoning or other applicable Laws do not permit such repair and restoration, (d) the cost of repair and restoration exceeds twenty-five percent (25%) of the replacement value of the Building, or (e) in Landlord's reasonable judgment the period needed for effecting a satisfactory settlement with any insurance company involved, removing debris, preparing plans, obtaining all required governmental permits and other approvals and completing such repair and restoration will exceed two hundred twenty-five (225) days after the occurrence of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage, or, if 12 16 later, within ten (10) days after Landlord last receives notice of the existence of any of the circumstances in clauses (a) through (e) above. Landlord shall have no liability to Tenant in the event Landlord's estimate of the time frame for the circumstances in clause (e) above proves inaccurate. If the Premises or the Building is totally or partially damaged by fire or other casualty that renders the Premises totally or partially inaccessible or unusable, and the conditions in clause (e) above exist with respect to the Premises, then Tenant shall have the right, at Tenant's option, to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage, or, if earlier, within twenty 20 days after Landlord notifies Tenant that Landlord intends to proceed with repair and restoration as required by this Article or at any time if the repair and restoration is not completed within two hundred twenty-five (225) days after the occurrence of such damage. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable after such damage) and paid to the date of termination. Upon Tenant's written request, Landlord will provide Tenant with the casualty provisions of its Mortgagee's security instrument. 17.2 If this Lease is not terminated as a result of such damage, then, after collecting the insurance proceeds attributable to such damage, Landlord shall diligently repair and restore the Premises to substantially the same condition they were in prior to such damage; provided, however, that Landlord shall not be required to repair or restore any Above-Standard Improvements, generators, uninterruptible power supply, antennae, satellite dishes equipment, generator, supplemental HVAC brought in by Tenant or uninterruptible power or Alteration previously made by Tenant (unless mutually agreed by Tenant and Landlord and insurance proceeds applicable thereto have been paid to Landlord) or any of Tenant's Furnishings or personal property. Landlord shall bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that if such damage or destruction was caused solely or primarily by the negligence or willful misconduct of Tenant or any Invitee, then Tenant shall pay the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage and the amount (not to exceed $25,000) of any deductible. If this Lease is not terminated as a result of such damage, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay the Base Rent and additional rent only for the portion of the Premises that is suitable for Tenant to reasonably conduct its normal business (in Tenant's reasonable judgment) while such repair and restoration are being made; provided, however, that if a delay in the substantial completion of such repair and restoration shall occur as a result of any cause of the kind described in Exhibit B as a Tenant Delay, including any failure by Tenant to provide Landlord with plans and specifications for such repair or restoration within fifteen (15) days of Landlord's request or any delay by Tenant in giving authorizations, approvals or substitutions necessary for completion of the repair or restoration, then Tenant shall not be entitled to any rent reduction for any period in excess of the period which would be necessary regardless of the aforementioned delays to restore the Premises to Building Standard Work condition. ARTICLE XVIII CONDEMNATION 18.1 If one-third or more of the area of the Premises or occupancy thereof shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose or sold under threat of such a taking or condemnation (collectively, "Condemned" or "Condemnation"), then this Lease shall terminate on the date title vests in such authority and rent shall be apportioned as of such date. If less than one-third of the Premises or occupancy thereof is Condemned, then this Lease shall continue in full force and effect as to the part of the Premises not Condemned, except that as of the date title vests in such authority Tenant shall not be required to pay the Base Rent and additional rent with respect to the part of the Premises Condemned. If any Condemnation reduces the number of parking spaces available to the Building, then the number of Permitted Parking Spaces shall be reduced proportionately. If there is a Condemnation of the Land or the Building for which the award, damages and other compensation can reasonably be expected to exceed twenty-five percent (25%) of the replacement value of the Land or Building, then regardless of whether the Premises are affected, Landlord shall have the right to terminate this Lease as of the date title vests in such authority by written notice to Tenant within forty-five (45) days of the date title vests in such authority. Notwithstanding the foregoing provisions; if more than twenty percent (20%) of the Premises is condemned, and Tenant, in its reasonable judgment, determines that it can't conduct its business operations in the remaining Premises, then, upon thirty (30) days prior 13 17 written notice to Landlord, Tenant may terminate the Lease and all obligations of the parties shall cease as of the date of termination set forth in such notice, except those obligations which expressly survive termination of this Lease. 18.2 All awards, damages and other compensation paid by such authority on account of such Condemnation shall belong to Landlord, and Tenant assigns to Landlord all rights to such awards, damages and compensation. Tenant shall not make any claim against Landlord or the authority for any portion of such award, damages or compensation attributable to damage to the Premises, value of the unexpired portion of the Lease Term, loss of profits or goodwill, leasehold improvements (to the extent paid for by Landlord), furnishings or severance damages. Nothing contained herein, however, shall prevent Tenant from pursuing a separate claim against the authority for the value of Furnishings installed in the Premises at Tenant's expense and for relocation expenses and for leasehold improvements paid for by Tenant; provided that such claim shall in no way diminish the amounts payable to Landlord in connection with such Condemnation. ARTICLE XIX DEFAULT 19.1 An "Event of Default" is: (a) Tenant's failure to pay Base Rent, additional rent or other sum within seven (7) business days after written notice from Landlord that the same is overdue or, if Tenant has received two (2) or more such notices within the immediately preceding twelve (12) month period, then within five (5) days after. The date on which such sum is due; (b) an Event of Bankruptcy as specified in Article XX; (c) Tenant's dissolution or liquidation: (d) any breach of any material representation or warranty by Tenant; or (e) Tenant's failure to observe or perform any other term, covenant or condition of the Lease after twenty (20) days written notice from Landlord identifying the specific failure or violation, provided, however that in the event the violation identified is incapable of being cured within such twenty (20) day period for reasons which are beyond the reasonable control of Tenant, then such twenty (20) day cure period shall be extended for an additional reasonable amount of time, not to exceed ninety (90) days, necessary for Tenant to effect such cure, as long as Tenant proceeds diligently to effect such cure upon its receipt of Landlord's written notice. 19.2 This Lease is entered into on the express condition that if there shall be an Event of Default, including an Event of Default prior to the Lease Commencement Date, then the provisions of this Section shall apply. Landlord shall have the right, at its sole option, to terminate this Lease. In addition, with or without terminating this Lease, Landlord may re-enter, terminate Tenant's right of possession and take possession of the Premises pursuant to applicable laws, or by such other proceedings, including re-entry and possession, as may be applicable. The provisions of this Article shall not operate as a notice to quit, any other notice to quit or of Landlord's intention to re-enter the Premises being expressly not waived. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, then all of Landlord's obligations as set forth in this Lease shall cease. Landlord may relet the Premises or any part thereof, alone or together with other premises, for such term(s) (which may extend beyond the date on which the Lease Term would have expired but for Tenant's default) and on such terms and conditions (which may include concessions or free rent and alterations of the Premises) as Landlord, in its sole discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations be diminished by reason of, Landlord's failure to relet the Premises or collect any rent due upon such reletting. Whether or not this Lease is terminated, Tenant nevertheless shall remain liable for the Base Rent, additional rent and any other sums or damages which may be due or sustained prior to the later of termination of this Lease or Landlord's recovery of possession of the Premises, and all costs, fees and expenses (including without limitation reasonable attorney's fees in the event of any dispute regarding the Lease, brokerage fees and expenses incurred in placing the Premises in first-class rentable condition) incurred by Landlord in pursuit of its remedies and in renting the Premises to others from time to time. Tenant shall also be liable for additional damages which at Landlord's election shall be either Monthly Damages or Present Value Damages. "Monthly Damages" shall be an amount equal to the Base Rent and additional rent which would have become due during the remainder of the Lease Term, less the amount of rental, if any, which Landlord receives during such period from others to whom the Premises may be rented (other than any additional rent payable as a result of any failure of such other person to perform any of it obligations), which damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following Tenant's 14 18 default and continuing until the date on which the Lease Term would have expired but for Tenant's default; provided, however, that if at the time of any reletting of the Premises there exists other space in the Building available for leasing, then the Premises shall be deemed the last space rented, even though the Premises may be relet prior to the date such other space is leased. Separate suits may be brought to collect any such Monthly Damages for any month(s), and such suits shall not in any manner prejudice Landlord's right to collect any such damages for any subsequent month(s), or Landlord may defer any such suit until after the expiration of the Lease Term, in which event such suit shall be deemed not to have accrued until the expiration of the Lease Term. "Present Value Damages" shall be an amount equal to the present value (as of the date of Tenant's default) of the Base Rent and additional rent which would have become due through the date on which the Lease Term would have expired but for Tenant's default, which damages shall be payable to Landlord in a lump sum on demand. For purpose of this Section, present value shall be computed by discounting at a rate equal to one (1) whole percentage point above the discount rate then in effect at the Federal Reserve Bank with jurisdiction over banks in the area in which the Building is located. Tenant waives any right of redemption, re-entry or restoration of the operation of this Lease under any present of future law, including any such right, which Tenant would otherwise have if Tenant shall be dispossessed for any cause. 19.3 Landlord shall have the right to terminate any renewal right contained in this Lease, and to grant or withhold any consent or approval pursuant to this Lease in its sole and absolute discretion, if two or more an Events of Default have occurred. If this Lease requires Landlord to be reasonable in giving any prior written consent or approval of an action by Tenant, Landlord nevertheless shall not be required to be reasonable in approving the action of Tenant if Tenant took the action without first seeking Landlord's prior written consent pursuant to this Lease. Landlord shall have no obligation to refund to Tenant or to credit to Tenant against any other amounts or installments coming due to Landlord hereunder any amount otherwise owed or creditable by Landlord to Tenant pursuant to the terms of this Lease if (a) Tenant is in default hereunder but an Event of Default has not occurred, unless such default is cured prior to the expiration of any applicable grace period or (b) an Event of Default has occurred. The provisions of this Section shall apply notwithstanding anything to the contrary in this Lease, and whether or not this Lease and/or Tenant's right of possession is terminated as a result of Tenant's default. 19.4 Landlord's rights and remedies set forth in this Lease are cumulative and in addition to Landlord's other rights and remedies at law or in equity, Landlord's exercise of any such right or remedy shall not prevent the concurrent or subsequent exercise of any other right or remedy. Landlord's delay or failure to exercise or enforce any of Landlord's rights or remedies or Tenant's obligations shall not constitute a waiver of any such rights, remedies or obligations. Landlord shall not be deemed to have waived any default unless such waiver expressly is set forth in an instrument signed by Landlord. Any such waiver shall not be construed as a waiver of any covenant or condition except as to the specific circumstances described in such waiver. Neither Tenant's payment of an amount less than a sum due nor Tenant's endorsement or statement on any check or letter accompanying such payment shall be deemed an accord and satisfaction. Notwithstanding any request or designation by Tenant, Landlord may apply any payment received from Tenant to any payment then due. Landlord may accept the same without prejudice to Landlord's right to recover the balance of such sum or to pursue other remedies. Re-entry and acceptance of keys shall not be considered an acceptance of a surrender of this Lease. 19.5 If more than one natural person and/or entity shall constitute Tenant or if Tenant is a general partnership or other entity, the partners or members of which are subject to personal liability, then the liability of each such person, entity, partner or member shall be joint and several. If Tenant is a partnership, without limiting any other proper means for service of process upon Tenant or its partners, Tenant represents and warrants to Landlord that each General Partner has irrevocably appointed the person to whom notices to Tenant under this Lease are to be addressed as its agent for service of process in all matters relating to this Lease. Tenant represents and warrants to Landlord that neither Tenant, nor any Guarantor, nor any General Partner, is entitled, directly or indirectly, to diplomatic or sovereign immunity. 19.6 If Tenant fails to do any act herein required to be made or done by Tenant, the Landlord may after written notice to Tenant and Tenant not having performed same within the applicable cure period, but shall not be required to, make such payment or do such act. Landlord's taking such action shall not be considered a cure of such failure by Tenant or prevent Landlord from pursuing any 15 19 remedy it is otherwise entitled to in connection with such failure. If Landlord elects to make such payment or do such act, then all reasonable and necessary expenses incurred, plus interest thereon at the Default Rate from the date incurred to the date of payment thereof by Tenant, shall constitute additional rent. The "Default Rate" shall equal the rate per annum which is the greater of fifteen percent (15%) or four (4) whole percentage points above the prime rate published from time to time by First Union Bank or such replacement rate as Landlord may designate if said prime rate is not available. 19.7 If Tenant fails to make any payment of the Base Rent, additional rent or any other sum payable to Landlord within five (5) days of the date such payment is due and payable (without regard to any grace period specified in Section 19.1), then Tenant shall pay a late charge of five percent (5%) of the amount of such payment. In addition, such payment and such late charge shall bear interest at the Default Rate from the date such payment was due to the date of payment. ARTICLE XX BANKRUPTCY 20.1 An "Event of Bankruptcy" is: the occurrence, with respect to Tenant, any guarantor or surety of this Lease ("Guarantor"), or any general partner in Tenant (a "General Partner") of any of the following: (a) any such person's becoming insolvent, as that term is defined in Title 11 of the United States Code (the "Bankruptcy Code"), or under the insolvency laws of any state (the "Insolvency Laws"); (b) appointment of a receiver or custodian for any property of any such person, or the institution of a foreclosure or attachment action upon any property of any such person; (c) filing of a voluntary petition by any such person under the provisions of the Bankruptcy Code or Insolvency Laws; (d) filing of an involuntary petition against any such person as the subject debtor under the Bankruptcy Code or Insolvency Laws, which either (1) is not dismissed within sixty (60) days after filing, or (2) results in the issuance of an order for relief against the debtor; or (e) any such person's making or consenting to an assignment for the benefit of creditors or a composition of creditors. 20.2 Upon occurrence of an Event of Bankruptcy, Landlord shall have all rights and remedies available pursuant to Article XIX; provided, however, that while a case (the "Case") in which Tenant is the subject debtor under the Bankruptcy Code is pending, Landlord's right to terminate this Lease shall be subject, to the extent required by the Bankruptcy Code, to any rights of Tenant or its trustee in bankruptcy (collectively, "Trustee") to assume or assign this Lease pursuant to the Bankruptcy Code. Trustee shall not have the right to assume or assign this Lease unless Trustee promptly: (a) cures all defaults under this Lease; (b) compensates Landlord for damages incurred as a result of such defaults; (c) provides adequate assurance of future performance on the part of Tenant or Tenant's assignee; (d) complies with the other requirements of this Article; and (e) complies with all other requirements of the Bankruptcy Code. If Trustee fails to assume or assign this Lease in accordance with the requirements of the Bankruptcy Code within sixty (60) days after the initiation of the Case, then Trustee shall be deemed to have rejected this Lease. Adequate assurance of future performance shall require that the following minimum criteria be met: (1) Tenant's gross receipts in the ordinary course of business during the thirty (30) days preceding the Case must be greater than ten (10) times the next monthly installment of the Base Rent and additional rent; (2) both the average and median of Tenant's monthly gross receipts in the ordinary course of business during the seven (7) months preceding the Case must be greater than ten (10) times the next monthly installment of the Base Rent and additional rent; (3) Trustee must pay its estimated pro-rata share of the cost of all services performed or provided by Landlord (whether directly or through agents or contractors and whether or not previously included as part of the Base Rent) in advance of the performance or provision of such services; (4) Trustee must agree that Tenant's business shall be conducted in a first-class manner, and that no liquidating sale, auction or other non-first-class business operation shall be conducted in the Premises; (5) Trustee must agree that the Use of the Premises as stated in this Lease shall remain unchanged and that no prohibited use shall be permitted; (6) Trustee must agree that the assumption or assignment of this Lease shall not violate or affect the rights of other tenants in the Building and the Project; (7) Trustee must pay at the time the next monthly installment of the Base Rent is due, in addition to such installment, an amount equal to the monthly installments of the Base Rent and additional rent due for the next six (6) months thereafter, such amount to be held as a security deposit; (8) Trustee must agree to pay, at any time Landlord draws on such security deposit, the amount necessary to restore such security 16 20 deposit to its original amount; and (9) all assurances of future performance specified in the Bankruptcy Code must be provided. If Trustee shall propose to assume and assign this Lease to any person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Trustee, then notice of such proposed assignment shall be given to Landlord by Trustee no later than twenty (20) days after receipt by Trustee of such offer, but in any event no later than ten (10) days prior to the date that Trustee shall make application to the court of competent jurisdiction for approval to assume this Lease and enter into such assignment, and Landlord shall thereupon have the option, to be exercised by notice to Trustee given at any time prior to the date of such application, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease. ARTICLE XXI SUBORDINATION 21.1 A "Mortgage" is any of the following now or hereafter in effect: any mortgage, deed of trust, financing statement or similar security or financing instrument securing any existing or future debt or obligation and encumbering or affecting the Building; any master lease, ground lease or other underlying lease or sublease under which Landlord is lessee or sublessee of the Building; and all renewals, extensions, modifications, recastings or refinancings of any such agreement or instrument. A "Mortgagee" is the holder or other party secured by, or lessor under, any Mortgage and shall include trustees and successors and assigns of such party whether immediate or remote, the purchaser of any Mortgage whether at foreclosure or otherwise, and the successors, assigns and Mortgagees of such purchaser whether immediate or remote. A "Foreclosure" is any foreclosure, trustee's sale, deed-in-lieu of foreclosure, termination or other enforcement. The provisions of this Article shall be effective without any further document signed by Tenant; however, in confirmation of the provisions of this Article, Tenant shall at Landlord's reasonable request promptly execute any requisite or appropriate mutually agreeable documents. 21.2 This Lease is subject and subordinate to the lien, operation and effect of all Mortgages and any and all advances made or hereafter made under each such Mortgage, except that if and to the extent specifically elected by any Mortgagee in writing, at its sole option, this Lease shall be deemed superior to such Mortgagee's Mortgage and any Mortgage which is subordinate to such Mortgage, to the extent necessary to prevent any Foreclosure of such Mortgage and/or Mortgages from terminating or affecting this Lease and Tenant's rights hereunder, but such superiority shall not limit the ability of any Mortgagee to exercise the other rights granted in its Mortgage, including but not limited to the right to direct the application of insurance or condemnation proceeds. Such election by a Mortgagee may be made in its Mortgage, in an advertisement of a Foreclosure sale, or in a separate document executed before, or within a reasonable time after, a Foreclosure. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or Tenant's obligations in the event any Foreclosure is prosecuted or completed or in the event the Land, the Building or Landlord's interest therein is sold at a Foreclosure. If this Lease is not terminated or extinguished upon such Foreclosure or by the purchaser or successor ("Successor") following such Foreclosure, then Tenant shall attorn to the Purchaser or Successor following such Foreclosure ("Successor") and shall recognize such Successor as the landlord under this Lease. Upon such attornment such Successor shall not be: (a) bound by any payment of the Base Rent or additional rent more than one (1) month in advance; (b) bound by any amendment of this Lease made without the written consent of the Mortgagee under each Mortgage existing as of the date of such amendment; (c) liable for any breach, act or omission of any prior landlord; (d) subject to any offsets, defenses or counterclaims which Tenant might have against any prior landlord; (e) obligated to perform any work for Tenant or the Premises; or (f) liable for the return of any security deposit not actually received by such Successor. Any liability of the Mortgagee or Successor hereunder shall exist only during the time such Mortgagee or Successor is the owner of the Land, Building or the Project and shall be subject to any other limitations of liability under this Lease. 21.3 If any lender or prospective lender providing financing secured by the Building requires as a condition of such financing that modifications to this Lease be obtained, and provided that such modifications (a) are reasonable, (b) do not adversely affect in a material manner Tenant's use of the 17 21 Premises or the Building as herein permitted, and (c) do not increase the rent and other sums to be paid by Tenant, then Tenant shall diligently negotiate with lender and Landlord a mutually acceptable amendment to this Lease incorporating such modifications within ten (10) days after receipt of such amendment from Landlord. 21.4 Tenant shall be entitled (without any liability to Landlord) to rely on any notice which Tenant receives from any Mortgagee stating that such Mortgagee is exercising its rights under its Mortgage and is thereafter entitled to receive all amounts thereafter due under this Lease; provided that Tenant has first received from such Mortgagee written notice of the existence of such Mortgage, together with a copy of the relevant provision of the applicable instrument and a copy of any and all notices to Landlord pursuant to which said Mortgagee is exercising said right to receive the amounts thereafter due hereunder. ARTICLE XXII QUIET ENJOYMENT 22.1 Landlord covenants that if Tenant shall perform timely all of its obligations within any applicable cure periods provided in this Lease, then, subject to the provisions of this Lease, Tenant shall during the Lease Term peaceably and quietly occupy and enjoy possession of the Premises without hindrance by Landlord or anyone rightfully claiming through Landlord. 22.2 Landlord reserves the right to: (a) change the street address and name of the Building or the project; (b) change the arrangement and location of entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the Building; (c) erect, use and maintain pipes and conduits in and through the Premises; (d) grant to anyone the exclusive right to conduct any particular business in the Building not inconsistent with the permitted Use of the Premises; (e) subject to Tenant's rights under Section 4 of the Addendum, use or lease exclusively the roof areas, the sidewalks and other exterior areas; (f) resubdivide the Land or to combine the Land with other lands; (g) construct improvements (including kiosks) on the Land and in the public and common areas of the Building; (h) relocate any parking area designated for Tenant's use; and (i) install and display signs, advertisements and notices on any part of the exterior or interior of the Building. Exercise of any such right shall not be considered a constructive eviction or a disturbance of Tenant's business or occupancy provided, however, Landlord shall use reasonable efforts (i) to minimize disruption to Tenant's business, (ii) not permanently and materially adversely affect access to the Premises or the Common Areas serving the Premises, and (iii) not adversely alter the visibility of Tenant's exterior signage. 22.3 Without limiting the generality of the preceding Section, and subject to Tenant's rights in Paragraphs 2, 3, 4 and 5 of the Addendum, Tenant's rights under this Lease shall extend only to the surfaces facing the interior of the space identified in Article I as the Premises, and not to any other areas, including but not limited to: (a) exterior walls; (b) the space above the hung ceiling; (c) the space below the underside of the Premises; (d) the Land; (e) the roof of the Building; and (f) the common or public areas of the Building (except for ingress and egress purposes expressly permitted by this Lease and all rights of signage provided to Tenant in this Lease). No easement for light or air is incorporated in the Premises. 22.4 Subject to Tenant's or Tenant's customers' security provisions as otherwise set forth in Paragraph 26 of the Addendum to this Lease, Tenant shall permit Landlord and Landlord's designees to enter the Premises, without charge or diminution of rent therefore, to inspect or maintain and exhibit (within the last twelve (12) months of any given term) the Premises and to install, maintain, repair, replace or relocate for service building service fixtures, equipment and facilities wherever located in the Building provided that substitutions thereof are substantially equivalent or better. ARTICLE XXIII GENERAL PROVISIONS 23.1 Tenant acknowledges that neither Landlord nor any broker, agent or employee of Landlord has made any representation or promise with respect to the Premises or the Building except 18 22 as expressly set forth herein, and no right is being acquired by Tenant except as expressly set forth herein. This Lease contains the entire agreement of the parties and supersedes all prior agreements, negotiations, letters of intent, proposals, representations, warranties and discussions between the parties. This Lease may be changed in any manner only by an instrument signed by both parties. 23.2 Nothing contained in this Lease shall be construed as creating any relationship between Landlord and Tenant other than that of landlord and tenant. 23.3 Landlord and Tenant each warrants that in connection with this Lease it has not employed or dealt with any broker, agent or finder other than the Broker(s). Tenant shall indemnify and hold Landlord harmless from and against any claim for brokerage or other commissions asserted by any other broker, agent or finder employed by Tenant or with whom Tenant has dealt. Landlord shall indemnify and hold Tenant harmless from and against any claim for brokerage or other commissions asserted by any other broker, agent or finder employed by Landlord or with whom Landlord has dealt. Landlord shall pay all commissions of Brokers, subject to a separate agreement between Landlord and Brokers, as its sole and separate cost. 23.4 From time to time upon twenty (20) days' prior written notice, Tenant and each Transferee shall execute, acknowledge and deliver to Landlord and any designee of Landlord a written statement certifying: (a) that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and stating the modifications); (b) the amount of Base Rent and additional rent and the dates to which rent and any other charges have been paid; (c) that Landlord is not in default in the performance of any obligation (or specifying the nature of any default); (d) the address to which notices are to be sent; (e) the Lease Commencement Date and date of expiration of the Lease Term; (f) that Tenant has accepted the Premises and all work thereto has been completed (or specifying the incomplete work); and (g) such other matters as Landlord may reasonably request. From time to time upon ten (10) days' prior written notice, Tenant shall deliver to Landlord the most current quarterly financial statements of Tenant (including 10Q's and 10K's). Tenant represents and warrants to Landlord that all financial statements and information previously or in the future delivered to Landlord regarding Tenant, shall be true, correct and complete. Tenant represents and warrants to Landlord that there has been no material adverse change in Tenant's financial condition from that depicted in the financial statements previously delivered to Landlord by Tenant. Any breach of the representations and warranties contained in the immediately preceding sentences shall constitute an Event of Default under this Lease. Any statements delivered pursuant to this Section may be relied upon by any owner of the Building or the Land, any prospective purchaser of the Building or the Land, any lender or prospective lender, or any other person or entity. Tenant acknowledges that time is of the essence to the delivery of such statements and Tenant's failure to deliver timely such statements may cause substantial damages resulting from, for example, delays in obtaining financing secured by the Building. 23.5 Landlord, and Tenant, waive trial by jury in any action, claim or counterclaim brought in connection with any matter arising out of or in any way connected with this Lease, the landlord-tenant relationship, or Tenant's use or occupancy of the Premises or any claim of injury or damage except for claims brought by third parties. Tenant consents to service process and any pleading relating to any such action at the address of its agent for service of process to: Edward R. Parker, 5511 Staples Mill Road, Richmond, VA 23228; provided, however, that nothing herein shall be construed as requiring such service at such address Landlord and Tenant waive any objection to the venue of any action filed in any court situated in the jurisdiction in which the Building is located and waive any right to transfer any such action filed in any such court to any other court. 23.6 All notices or other required communications shall be in writing and shall be deemed duly given when sent by Federal Express or other overnight courier, on the next business day after being sent or when sent by certified or registered mail, return receipt requested, postage prepaid, on the second business day after being sent to the Addresses set forth in Article I. Landlord and Tenant shall each have the right to send any and all notices by electronic facsimile transmission ("Fax") to the other party at the Fax number set forth below such party's name in Article 1. Any such notice transmitted by Fax shall be deemed given on the date of completion of the Fax (as evidenced by the telecopier confirmation sheet of the sender), provided that such Fax is confirmed within two (2) business days by duplicate notice sent in a manner permitted by the preceding sentence. Any party may change its Address for the giving of notices by notice given in accordance with this Section. If Landlord or any Mortgagee notifies Tenant, in writing in accordance with the foregoing notice 19 23 provisions, that a copy of each notice to Landlord shall be sent to any Mortgagee at a specified address, the Tenant shall send (in the manner specified in this Section and at the same time such notice is sent to Landlord) a copy of each such notice to such Mortgagee, and no such notice shall be considered duly sent unless such copy is so sent to such Mortgagee. In accordance with the foregoing, Landlord hereby notifies Tenant that a copy of each notice to Landlord shall be sent to the Existing Mortgagee(s) at the address specified in Article I (or at such other address as Tenant is notified by Landlord or the Existing Mortgagee(s)). If Tenant claims that Landlord has breached any obligation, then Tenant shall send each Mortgagee notice specifying the breach and shall permit each such Mortgagee a reasonable opportunity to cure the breach. 23.7 Each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. If any provision or its application to any person or circumstance shall to any extent be invalid or unenforceable, then such provision shall be deemed to be replaced by the valid and enforceable provision most substantively similar thereto, and the remainder of this Lease and the application of such provision to other persons or circumstances shall not be affected. 23.8 This Section sets forth certain rules of construction, which shall apply to this Lease and all agreements and Exhibits supplemental to this Lease, unless the context otherwise requires. Feminine, masculine or neuter pronouns shall be substituted for those of another form, and the plural or singular shall be substituted for the other number, in any place in which the context may require. The term "person" includes natural persons as well as corporations, partnerships and other entities. The terms "include," "such as" and the like shall be construed as if followed by the phrase "without being limited to." The terms "herein," "hereunder" and the like shall refer to this Lease as a whole, not to any particular Section or other part, unless expressly so stated. The term "tenant" shall include any and all occupants of the Building. The terms "consent," "approval" and the like shall mean prior written consent and approval. References to days, months or years shall refer to calendar days (i.e. Sunday, Monday, etc.), calendar months (i.e. January, February, March, etc.), or calendar years (i.e. 1990, 1991, etc.) unless expressly so stated. The terms "business day," "work day" and the like shall mean any day other than Saturday, Sunday or a Holiday. 23.9 The provisions of this Lease shall be binding upon and inure to the benefit of the parties and their respective representatives, successors and assigns, subject to the provisions herein restricting Transfers. No other person shall have any rights hereunder or be deemed a third-party beneficiary of this Lease. 23.10 This Lease shall be governed by the laws of the jurisdiction in which the Building is located. 23.11 Headings and any table of contents or index are used for convenience and shall not be considered when construing this Lease. 23.12 The submission to Tenant of an unsigned copy of this document, including drafts and correspondence submitted to Tenant by any person on Landlord's behalf, shall not constitute an offer or option to lease. This Lease shall become effective and binding only upon execution and delivery by both Landlord and Tenant. 23.13 Time is of the essence with respect to each provision of this Lease. 23.14 This Lease may be executed in multiple counterparts, each of which is deemed an original and all of which constitute one and the same document. Neither this Lease nor a memorandum thereof shall be recorded without the written approval of both Landlord and Tenant. 23.15 Tenant hereby waives any right to damages based upon Landlord's actually or allegedly wrongfully withholding or delaying any consent under or in connection with this Lease. Tenant's sole remedy for any wrongfully withheld or delayed consent shall be a proceeding for specific performance, or injunction or declaratory judgment. In no event shall Tenant be entitled to any other rights or remedies arising from any such withholding or delaying of consent. 23.16 Landlord reserves the right to make reasonable changes to the plans and specifications for the Building without Tenant's consent, provided such changes do not alter the character of the Building as a first-class office building, materially adversely affect access to the Premises or the 20 24 common areas serving such Premises or materially adversely affect the visibility of Tenant's signage. 23.17 Except as otherwise provided in this Lease, any additional rent or other sum owed by Tenant to Landlord, and any cost, expense, damage or liability incurred by Landlord for which Tenant is liable, shall be considered additional rent payable pursuant to this Lease and paid by Tenant no later than fifteen (15) business days after the date Landlord notifies Tenant of the amount thereof. If Tenant wishes to object to any statement rendered by Landlord setting forth the amount of any additional rent, Tenant shall give Landlord written notice, specifying in reasonable detail the grounds for Tenant's objection, within fifteen (15) business days after the statement is rendered to Tenant; provided that such objection shall not entitle Tenant to reduce or delay paying any additional rent. Tenant shall be deemed to have waived any such objection if Tenant does not give Landlord the written notice of objection as and when described above. 23.18 The rentable area of the Building and the Premises has been previously determined by the Landlord in accordance with the Washington, D.C. Association of Realtors, Inc. Standard Method of Measurement. In the event the Building Architect determines prior to Lease Commencement that any square footage shown in Article I varies by more than four percent (4%) from the correct square footage and certifies said determination, the Base Rent and any other amount based on such square footage shall be appropriately adjusted in an amendment to this Lease prepared by Landlord and executed by Landlord and Tenant. 23.19 Landlord and Tenant's liabilities existing as of the expiration or earlier termination of the Lease Term shall survive such expiration or earlier termination. 23.20 If Landlord or Tenant is in any way delayed or prevented from performing any obligation due to fire, act of God, governmental act or failure to act, labor dispute, inability to procure materials or any cause beyond Landlord's reasonable control (whether similar or dissimilar to the foregoing events), then the time for performance of such obligation shall be excused for the period of such delay or prevention and extended for a period equal to the period of such delay or prevention provided, however, this provision shall not excuse any delay in the payment of Base Rent or additional Rent. 23.21 The deletion of any printed, typed or other portion of this Lease, or any earlier draft of this Lease, shall not evidence an intention to contradict such deleted portion. Such deleted portion shall be deemed never to have been inserted in this Lease. The person executing this Lease on Landlord's and Tenant's behalf warrants that such person is duly authorized to so act. (SIGNATURES ON FOLLOWING PAGE) 21 25 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date first above written. WITNESS: LANDLORD: CORPORATE OAKS LIMITED PARTNERSHIP [SIGNATURE] By: /s/ PETER H. LUNT - ---------------------------- --------------------------------- Name: Peter H. Lunt Title: Executive Vice President NVCommercial Incorporated, General Partner WITNESS: TENANT: NETWORK SOLUTIONS, INC. [SIGNATURE] By: /s/ MICHAEL A. DANIELS - ---------------------------- --------------------------------- Name: Michael A. Daniels Title: Acting Chief Executive Officer and Chairman of the Board [SIGNATURE] By: /s/ ROBERT J. KORZENIEWSKI - ---------------------------- --------------------------------- Name: Robert J. Korzeniewski Title: Chief Financial Officer NETWORK SOLUTIONS, INC. JULY 16, 1996 DELAWARE 22 26 INDEX OF CERTAIN DEFINITIONS
DEFINED TERM: DEFINED IN: - ------------- ----------- Above-Standard Work.................................................................................Exhibit B Alterations..........................................................................................Sec. 9.1 Anticipated Occupancy Date..........................................................................Exhibit B Bankruptcy Code.....................................................................................Sec. 20.1 Base Rent...........................................................................................Article I Base Rent Escalator.................................................................................Article I Broker(s)...........................................................................................Article I Building............................................................................................Article I Building Architect..................................................................................Article I Building Standard Work..............................................................................Exhibit B Case................................................................................................Sec. 20.2 Condemnation........................................................................................Sec. 18.1 Condemned...........................................................................................Sec. 18.1 Contractor..........................................................................................Exhibit B Default Rate........................................................................................Sec. 19.7 Event of Bankruptcy.................................................................................Sec. 20.1 Event of Default....................................................................................Sec. 19.1 Foreclosure.........................................................................................Sec. 21.1 Furnishings..........................................................................................Sec. 3.2 General Partner.....................................................................................Sec. 20.1 Guarantor...........................................................................................Sec. 20.1 Holidays............................................................................................Sec. 14.1 Insolvency Laws.....................................................................................Sec. 20.1 Invitees.............................................................................................Sec. 8.1 Land.................................................................................................Sec. 5.2 Landlord........................................................................................1st Paragraph Landlord's Address..................................................................................Article I Laws.................................................................................................Sec. 6.1 Lease...........................................................................................1st Paragraph Lease Commencement Date..............................................................................Sec. 3.2 Lease Term...........................................................................................Sec. 3.1 Lease Term Length...................................................................................Article I Lease Year...........................................................................................Sec. 3.4 Monthly Damages.....................................................................................Sec. 19.2 Mortgage(s).........................................................................................Sec. 21.1 Mortgagee(s)........................................................................................Sec. 21.1 Officer.............................................................................................Sec. 15.5 Operating Charges....................................................................................Sec. 5.2 Operating Charges Base Amount........................................................................Sec. 5.1 Operating Charges Stop..............................................................................Article I Parking Rent........................................................................................Article I Permitted Parking Spaces............................................................................Article I Premises............................................................................................Article I Present Value Damages...............................................................................Sec. 19.2 Project..............................................................................................Sec. 2.1 Proposed Transfer Commencement Date..................................................................Sec. 7.3 Proposed Transfer Space..............................................................................Sec. 7.3 Punch List Items....................................................................................Exhibit B Real Estate Taxes....................................................................................Sec. 5.3 Security Deposit....................................................................................Article I Substantially Completed.............................................................................Exhibit B Substitute Premises.................................................................................Sec. 22.5 Successor...........................................................................................Sec. 21.2 Tenant..........................................................................................1st Paragraph Tenant Delay........................................................................................Exhibit B Tenant's Address....................................................................................Article I Tenant's Representative.............................................................................Article I Tenant's Request Notice..............................................................................Sec. 7.3 Tenant Work.........................................................................................Exhibit B Transfer.............................................................................................Sec. 7.1 Transferee...........................................................................................Sec. 7.1 Trustee.............................................................................................Sec. 20.2 Use.................................................................................................Article I
23 27 EXHIBIT B WORK AGREEMENT This Work Agreement governs the design and construction of the Above-Standard work to be installed in the Premises (the "Tenant Work"). Unless the context otherwise requires, the terms used in this Exhibit that are defined in the Lease shall have the same meanings as provided in the Lease. 1. DESIGN Tenant accepts the Premises in its "as is" condition, although Landlord acknowledges to Tenant that it has ordered four (4) new Trane rooftop HVAC units for the building with the intention of having them installed on or before May 1, 1999, subject to force majeure. All other services, work and materials in connection with the Tenant Work are referred to herein as the "Above-Standard Work" and shall be provided at the expense to Tenant. All Plans and specifications shall be delivered to Phil Hathcock of Metro Management Services ("MMS") for review and approval prior to commencement of construction. Landlord shall use its best efforts to respond to Tenant within five (5) business days after receipt of plans and specifications. 2. TENANT'S CONTRACTOR (a) Landlord must reasonably approve Tenant's general contractor. All subcontractors' names shall be submitted to Phil Hathcock for review and approval, such approval not to be unreasonably withheld, conditioned or delayed. (b) The contractors, subcontractors, or laborers employed in connection with the work shall comply with any applicable laws and any work rules and regulations reasonably established by Landlord from time to time for work in the Building and uniformly applied to all workers in the Building (c) Tenant, or its contractors and their subcontractors, will provide such insurance as Landlord may reasonably require for its protection from negligence or malfeasance on the part of such contractors and subcontractors. (d) In Landlord's best judgment, such work or the presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with Landlord, or impede Landlord from providing operating services to other Tenants in the Building. (e) Any approvals shall not relieve Tenant of its responsibility to comply with the applicable provisions of the Work Agreement or constitute a waiver by Landlord of any of its rights under the Lease. (f) Tenant shall indemnify and hold harmless Landlord and MMS from any loss or damages, incurred by Landlord as a result of the performance by or on behalf of Tenant of such Above-Standard Work, and Landlord shall have the right to bill Tenant for such amounts, which shall be payable by Tenant within ten (10) business days of such bill. Landlord and Landlord's agent, MMS, shall have the right to inspect Tenant's contractors' and subcontractors' work on a regular basis. The provisions of the Lease, including Article IX thereof, shall apply to any work done by Tenant or its contractors or subcontractors. 3. TENANT'S REPRESENTATIVE Tenant has appointed Ken Irwin as its authorized representative with full power and authority to bind Tenant for all actions taken with regard to the Tenant Work. Tenant hereby ratifies all actions and decisions with regard to Tenant Work that Tenant's Representative may have taken or made prior to the execution of the Lease. Landlord shall not be obliged to respond to or act upon B-1 28 any plan, drawing, change order or approval or other matter relating to the Tenant Work until it has been executed by Tenant's Representative. 4. PAYMENT OF TENANT ALLOWANCE In consideration of this Lease and Tenant's covenants contained herein, Landlord shall pay to Tenant the "Tenant Allowance" as defined in Article I as a reimbursement to Tenant for the costs of performing the Tenant's Work. The Tenant Allowance shall be paid by Landlord to Tenant in accordance with the provision of the paragraph below. Despite the foregoing, Tenant shall pay all costs of performing the Above-Standard Work that are in excess of the Tenant Allowance. Provided that Tenant is not in default, Landlord shall pay the Tenant Allowance (or applicable portion thereof) to Tenant within thirty (30) days after the last to occur of the following: (A) final completion of all Tenant's work in accordance with the terms of this Lease, (B) evidence of the satisfaction of the requirements of governmental authorities with respect thereto, (C) receipt of releases of lien from all contractors and materialmen who supplied labor or materials for the Tenant's Work, and (D) Landlord's receipt of paid invoices evidencing that Tenant has actually paid to materialmen and contractors who have supplied materials or labor for the Tenant's Work an amount equal to or in excess of the Tenant Allowance. B-2 29 EXHIBIT C FORM OF CERTIFICATE AFFIRMING LEASE COMMENCEMENT DATE The Certificate to be executed by Landlord and Tenant pursuant to Section 3.2 of the Lease shall provide as follows: "This Certificate is being provided pursuant to the terms and provisions of that certain lease agreement dated as of _________________ ____, 19___ (the "Lease"), by and between ________________________ and _______________________________. The parties confirm the following: 1. The Lease Commencement Date is _________________ ____, 19___. 2. The initial term of the Lease shall expire on __________________ ____, 19____. 3. The agreed rentable square footage of the Premises is: _________________. 4. The agreed number of Permitted Parking Spaces allocated to Tenant is ______________." C-1 30 EXHIBIT D RULES 1. Tenant and Invitees shall not obstruct or encumber or use for any purpose other than ingress and egress to and from the Premises any sidewalk, entrance, passage, court, elevator, vestibule, stairway, corridor, hall or other part of the Building or Land not exclusively occupied by Tenant. Landlord shall have the right to control and operate the public portions of the Building and Land and the facilities furnished for common use of the tenants, in such manner as Landlord deems best for the benefit of the tenants generally. Tenant shall coordinate in advance with Landlord's property management department all move-ins, move-outs and oversized deliveries to the Building, including all use of any freight elevator, so that Landlord shall have advance knowledge thereof and so that arrangements can be made to minimize such interference. Tenant and their employees shall not use any of the parking spaces designated for use by visitors. 2. Tenant and Invitees shall not place any showcase, mat or other article in any common or public area of the Building. Tenant and Invitees shall not place objects against glass partitions or doors or windows or adjacent to any open common space which would be unsightly from the Building corridors or from the exterior of the Building, and will promptly remove the same upon written notice from Landlord. Tenant and Invitees shall not at any time place, leave or discard any rubbish, paper, articles, or objects of any kind whatsoever outside the doors of the Premises or in the corridors or passageways of the Building, or on the Land. 3. Tenant and Invitees shall not use the water and wash closets and other plumbing fixtures for any purpose other than those for which they were constructed and shall not place any debris, rubbish, rag or other substance therein. 4. Tenant and Invitees shall not construct, maintain, use or operate within the Premises any electrical device, wiring or apparatus in connection with a loudspeaker system or other sound system without Landlord's prior written consent. Tenant and Invitees shall not construct, maintain, use or operate any such loudspeaker or sound system outside of the Premises. This does not pertain to Tenant's quiet communication system, which is approved. 5. Tenant and Invitees shall not bring any bicycle, vehicle, animal, bird or pet of any kind into the Building. 6. Tenant shall not, and Tenant shall not permit or suffer anyone to: (i) cook in the Premises, except as specifically contemplated by the Tenant Work described in Exhibit B to the Lease or microwave cooking or coffee machines by Tenant's employees and visitors for their own consumption; (ii) cause or permit any unusual or objectionable odor to be produced upon or permeate from the Premises; or (iii) use any space in the Building or on the Land for the sale of goods to the public at large or for the sale at auction of goods or property of any kind. 7. Tenant shall not place or allow on any floor a load exceeding the floor load per square foot, which such floor was designed to carry. Landlord shall have the right to prescribe the weight, position and manner of installation of safes and other heavy items. Landlord shall have the right to repair at Tenant's expense any damage caused by Tenant's moving property into or out of the Premises or due to the same being in or upon the Premises or to require Tenant to do the same. Tenant and Invitees shall not receive into the Building or carry in the elevators any furniture, equipment or bulky item except as approved by Landlord, and any such furniture, equipment and bulky item shall be delivered only through the designated delivery entrance of the Building and the designated freight elevator. Tenant shall remove promptly from sidewalks adjacent to the Building items delivered for Tenant. 8. Door keys for doors in the Premises will be furnished at the commencement of the Lease by Landlord with enough keys for all of Tenant's initially designated employees to be provided with a key. Tenant shall not place or allow additional locks or bolts of any kind on any door or window or make any change in any lock or locking mechanism without Landlord's prior written approval and shall provide duplicate keys to Landlord for any such additional locks or bolts. Landlord shall be reasonable in approving the use of any internal Cypher locks within the Premises D-1 31 provided Landlord has reasonable access unless prohibited by the security requirements of Tenant's customers described in Paragraph 26 of the Addendum to the Lease. Tenant shall keep doors leading to a corridor or main hall closed at all times except as such doors may be used for ingress or egress. Upon the termination of its tenancy, Tenant shall deliver to Landlord all keys furnished to or procured by Tenant, and if any key so furnished is not delivered, then Tenant shall pay the replacement cost thereof. Tenant will provide to Landlord the means of opening any safes, cabinets or vaults left in the Premises. 9. Tenant and Invitees shall not place or install any projections, antennas, aerials or similar devices inside or outside of the Premises without the prior written consent of Landlord. Tenant and Invitees shall not install or operate in the Premises any equipment that operates on greater than 110-volt power without obtaining Landlord's prior consent. Landlord may condition such consent upon Tenant's payment of additional rent in compensation for the excess consumption of electricity or other utilities and for the cost of any additional wiring or apparatus that may be occasioned by the operation of such equipment. Tenant and Invitees shall not install any equipment of any type or nature that will or may necessitate any changes, replacements or additions to, or changes in the use of, the water system, heating system, plumbing system, air-conditioning system or electrical system of the Premises or the Building. If any equipment of Tenant or Invitees causes noise or vibration that may be transmitted to such a degree as to be objectionable to Landlord or any tenant in the Building, then Landlord shall have the right to install at Tenant's expense vibration eliminators or other devices sufficient to reduce such noise and vibration to a level satisfactory to Landlord or to require Tenant to do the same. Tenant and Invitees shall not waste electricity or water. Tenant 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. 10. Landlord may exclude from the Building any person who does not properly identify himself to the Building management or guard on duty. Landlord may require any person admitted to or leaving the Building during off hours to register. 11. Tenant and Invitees shall not use the Premises for: (i) lodging, manufacturing, or for any immoral or illegal purposes; (ii) engaging in the manufacturing or sale of, or permitting the use of, any spirituous, fermented, intoxicating or alcoholic beverages on the Premises; or (iii) engaging in the manufacturing or sale of, or permitting the use of, any illegal drugs on the Premises. 12. Before closing and leaving the Premises at any time, Tenant shall close all windows and turn off all lights. Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage. 13. Tenant shall not employ or request Landlord's employees to do anything outside of such employees' regular duties whatsoever without Landlord's prior written consent. Tenant's special requirements will be attended to only upon application to Landlord's property management firm, and any such special requirements shall be billed to Tenant by Landlord's property management firm from time to time or as is agreed upon in writing in advance by Landlord's property management firm and Tenant. 14. Canvassing, soliciting and peddling in the Building or on the Land are prohibited. Tenant shall cooperate to prevent the same. 15. Only hand trucks equipped with rubber tires and side guards may be used in the Building. Tenant shall be responsible for loss or damage resulting from any delivery made by or for Tenant or the Premises. 16. Tenant shall comply with standards prescribed by Landlord for curtains, drapes, blinds, shades, screens, lights and ceilings, including standards designed to give the Building a uniform, attractive appearance. No person or contractor employed by Landlord or Landlord's property management firm shall be used to perform exterior window washing in the Premises. 17. Drapes (whether installed by Landlord or Tenant) which are visible from the exterior of the Building shall be cleaned by Tenant at least once a year at Tenant's expense. Landlord's property management firm shall clean Venetian blinds. D-2 32 18. Any sign, lettering, picture, notice or advertisement installed within the Premises (including but not limited to Tenant identification signs on doors to the Premises) which is visible outside of the Premises shall be installed in such manner, character and style as Landlord may approve in writing. No sign, lettering, picture, notice or advertisement shall be placed on any outside window or in any position so as to be visible from outside the Building or from any atrium or lobbies of the Building. 19. Tenant shall not use the name of the Building or use pictures or illustrations of the Building in advertising or other publicity, without the prior written consent of Landlord. 20. Tenant and Invitees shall not bring into the Building inflammables such as gasoline, kerosene, naphtha and benzene, or explosives or firearms or any other article of intrinsically dangerous nature except for customary amounts of customary office AND normal cleaning supplies, which shall be stored, used and disposed of in accordance with applicable laws and regulations and good business office practice. 21. Tenant shall comply with all applicable federal, state and municipal Laws and shall not directly or indirectly make any use of the Premises which may be prohibited thereby or which shall be dangerous to person or property or shall increase the cost of insurance or require additional insurance coverage. 22. If Tenant desires a fire alarm signal, communication, alarm or a utility service connection installed or changed, the same shall be made at the expense of Tenant, with approval and under direction of Landlord. Landlord will be reasonable in approving the installation of an electronic security system within the Premises, provided Landlord has access except to the extent prohibited by the security requirements of Tenant's customers described in Paragraph 26 of the Addendum to the Lease. 23. Tenant shall cooperate and participate in all security programs affecting the Building. 24. In the event Landlord allows one or more tenants in the Building to do any act prohibited herein, Landlord shall not be precluded from denying any other tenant the right to do any such act, provided that Landlord shall not prohibit Tenant to do any act which is permitted to other similarly situated tenants. 25. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord's reasonable opinion, tends to impair the reputation of the Building or its desirability for offices, and upon written notice from landlord, Tenant will refrain from or discontinue such advertising. 26. Except for the installation of customary office decorations and except as otherwise set forth in the lease (i) Tenant shall not mark, paint, drill into, or in any way deface any part of the Building or the Premises and (ii) no boring, driving of nails or screws, cutting or stringing of wires shall be permitted, except with the prior consent of Landlord. Tenant shall not install any resilient tile or similar floor covering in the Premises except pursuant to Exhibit B as part of its original Tenant Work and thereafter with the prior approval of Landlord if required in accordance with provisions in the Lease regarding additions and alterations to the Premises. 27. Landlord shall have the right to limit or control the number and format of listings on any Building directory. 28. Tenant shall not, and Tenant shall not permit or suffer anyone, within Tenant's control, to light or smoke any cigarette, cigar, pipe or other tobacco product within the Premises and/or within any confines of the Building, including but not limited to the hallways, corridors, lobbies, elevators, restrooms, basement, stairwells, closets or any other such area. 29. Landlord may, upon request of Tenant, waive Tenant's compliance with any of the rules, provided that no waiver (a) shall be effective unless signed by Landlord, (b) shall relieve Tenant from the obligations to comply with such rule in the future unless otherwise agreed in writing by Landlord, (c) granted to any Tenant shall relieve any other Tenant from the obligation of D-3 33 complying with these rules and regulations, and (d) shall relieve Tenant from any liability for any loss or damage resulting from Tenant's failure to comply with any rule. 30. If there is any conflict between the terms of the Lease and the terms of this Exhibit, the terms of the Lease shall control. D-4 34 ADDENDUM The foregoing attached Lease (the "Lease") dated March 11, 1999, by and between CORPORATE OAKS LP, a Virginia limited partnership ("Landlord") and NETWORK SOLUTIONS, INC., a Delaware corporation ("Tenant"), is modified, amended, and/or supplemented as hereinafter set forth, and any language of, or provision in, said Lease that is inconsistent or in conflict with the following shall be deemed appropriately amended or modified. 1. CONSTRUCTION OF PREMISES. Modifying the provisions of Exhibit B to the Lease, Tenant, at Tenant's expense, may engage an interior architectural firm of Tenant's choice to provide all architectural services required in connection with the construction of the Above-Standard Work, including but not limited to the preparation of Tenant's space plan and architectural, mechanical and electrical working drawings. Tenant, at Tenant's expense, may engage its own architect and contractor to design and construct the Above-Standard Work. Tenant, at Tenant's expense, shall have the right to engage a project manager to provide consulting and/or construction management services for the Above-Standard Work. It is understood and agreed that the aforesaid architectural firm, contractor and project manager, other parties engaged by Tenant shall be involved in the bidding and awarding of the construction contracts for and the construction of the Above-Standard Work. Landlord shall provide such parties with complete access to the Premises, the Building and the Land during the construction period, provided that such parties shall not interfere with the parking lot repaving activities of Landlord and its contractors. 2. SIGNAGE. Modifying the provisions of Article X of the Lease, Tenant shall have the non-exclusive right, at Tenant's expense, to install signage displaying Tenant's name at two (2) locations, mutually agreed to by Landlord and Tenant, on the Building's exterior upper spandril, and to cause electricity to be brought to such signage, provided that Tenant obtains Landlord's prior written approval of such signage, which approval shall not be unreasonably withheld, conditioned or delayed. Additionally, Tenant shall have the right, at Tenant's expense, to install a sign displaying Tenant's name and/or logo on the monument sign in the front of the Building facing Herndon Parkway, provided that Tenant obtains Landlord's prior written approval of such sign, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord's approval of all such signs is subject to Tenant obtaining all necessary governmental approvals and permits for said signs. Landlord hereby approves Tenant's logo, including the colors therefor, for use in Tenant's signs. Throughout the Term of this Lease, Tenant shall maintain all of said signs in good condition and repair, and shall pay for all electricity consumed by said Building exterior signs. Upon the expiration or termination of the Term of this Lease, Tenant, at its expense, shall remove such signs and repair any damage to the Building exterior and the monument sign resulting therefrom. 3. GENERATOR PAD. Tenant shall have the right, at Tenant's expense, to install a generator pad in a location, on the Building grounds, mutually agreed to by Landlord and Tenant, and install a generator thereon, provided that (i) Tenant, at Tenant's expense, screens such generator pad and generator with screening approved in advance, in writing, by Landlord, and (ii) Tenant obtains Landlord's prior written approval of the size and location of the generator and the hook-up to the Building, which approval shall not be unreasonably conditioned or delayed, but may be granted or withheld in Landlord's sole discretion. Tenant shall have the right, at Tenant's expense, to run conduit from said generator to the Premises. Tenant, at its option, may remove said generator from the generator pad upon the expiration or termination of the Term of this Lease, provided that Tenant repairs any damage resulting therefrom. 4. SATELLITE DISH AND ANTENNAS. Landlord hereby grants to Tenant the non-exclusive right (i) to install, on the roof of the Building, (a) up to ten (10) whip antennas of no more than six feet (6') in height, (b) up to two (2) satellite dishes of no more than three (3) meters in diameter, and (c) one (1) twelve inch (12") to eighteen inch (18") high timing antenna, (ii) to run cables from the roof to the Premises, and (iii) to install and operate any other related equipment necessary to permit the antennas and satellite dishes to function properly, on the following terms and conditions: A. Tenant shall construct, install, maintain and use the antennas, satellite dishes, cables and related equipment in accordance with all laws and governmental rules and regulations and in a manner that is safe and does not interfere with any other use of equipment on or in the Building. 35 B. Tenant shall install or cause to be installed the antennas, satellite dishes, cables and other related equipment in a manner which will not impair the structure of the Building or any part thereof. C. Landlord shall reasonably specify the location of the antennas and satellite dishes (to, among other considerations, minimize visibility of the antennas and dish from the ground), provided that the location so specified is one at which the antennas and satellite dishes can work adequately for Tenant's use with a clear line of sight. Plans for the placement and installation of the antennas, satellite dishes, cables and other related equipment (including a drawing showing how the antennas and satellite dishes will look from the perspective of a person at ground level on Herndon Parkway, if reasonably requested by Landlord) shall be submitted to Landlord for Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed so long as Landlord's representative confirms that the antennas and satellite dishes and their installation will not cause undue stress to the roof, structural system and other essential elements of the Building. D. Tenant shall pay all costs associated with the installation, maintenance, use and removal of the antennas, satellite dishes, cables and other related equipment, including the cost of repairing any damage to the Building resulting therefrom. E. The antennas, satellite dishes, cables and other related equipment shall remain the property of Tenant and Tenant agrees, within fifteen (15) days after the end of the Term of this Lease, to remove the antennas, satellite dishes, cables and other related equipment, repair any damage to the Building caused by such removal and restore any portion of the Building affected by the installation of the antennas, satellite dishes, cables and other related equipment to its original condition. F. Landlord shall grant Tenant, its agents or its contractors, access to the roof and other areas of the Building at reasonable times to facilitate the installation, use, maintenance and removal of the antennas, satellite dishes, cables and other related equipment, provided that Tenant shall obtain Landlord's prior written approval of the scope of any such work affecting the roof of the Building. Tenant shall take reasonable measures to minimize interference with other tenants in the Building. Tenant, at its expense, shall use a roof contractor reasonably approved by Landlord to seal any roof penetration caused by the installation, maintenance or removal of Tenant's equipment and Tenant shall be responsible for all roof repairs necessitated by the installation, maintenance, use or removal of such equipment, including any roof repairs which would have been covered by a warranty lost by reason of any of the same. G. Landlord makes no representation that the Building or roof is suitable for the installation of such antennas, satellite dishes, cables or other related equipment. H. Tenant shall make reasonable efforts to eliminate, to the extent possible, any electromagnetic interference with the equipment of Landlord and other tenants of the Building caused by Tenant's antennas, satellite dishes, cables or other related equipment. I. Landlord may retain a consultant to study Tenant's specifications and plans for the installation of the antennas, satellite dishes, cables and other related equipment. If so, within thirty (30) days of Tenant's receipt of a copy of the consultant's bill to Landlord for such services, Tenant shall reimburse Landlord for the amount expended for said consultant, in an amount not to exceed the prevailing market rate for ten (10) hours of such consulting services. J. Except for third party charges, Landlord shall not charge Tenant for its use of the roof of the Building in accordance with this Paragraph 4. Tenant shall also have the right to install HVAC equipment on the roof of the Building, upon all of the same terms and conditions as are set forth in this Paragraph 4 with respect to satellite dishes and antennas. 5. GROUNDING AND CONNECTIVITY RIGHTS. Landlord hereby (i) grants to Tenant the non-exclusive right (a) to access and utilize the Building's vertical ground risers and main electrical service ground, (b) to use existing telecommunications conduits in the Building, and (c) to install new 2 36 telecommunications conduits, and cables, equipment and other related telecommunications facilities, and supporting utilities therefor, for Tenant's network in the Building, and (ii) agrees to permit Tenant's telecommunications providers to install fiber optic cable in the Building, on the following terms and conditions: A. Tenant and its telecommunications carriers shall install, maintain and use all such equipment in accordance with all laws and governmental rules and regulations and in a manner that is safe and does not interfere with any other use of equipment on or in the Building. B. Tenant and its telecommunications carriers shall install or cause to be installed the conduits, cables and other related equipment and supporting utilities in a manner which will not impair the structure of the Building or any part thereof. C. Tenant and its telecommunications carriers shall obtain Landlord's prior approval of the location and method of installation of all conduit, cable or other related telecommunications equipment or supporting utilities installed in the Building, which approval shall not be unreasonably withheld, conditioned or delayed. Subject to such prior approval, Landlord shall allow Tenant's telecommunications carriers (including, but not limited to, MFS, WorldCom, MCI, TCG and Bell Atlantic) to provide and install redundant or dual access of their services via fiber optic cable. D. Tenant shall pay all third party costs associated with the installation, maintenance and use and (if required by Landlord) removal of the conduits, cables and other related equipment and supporting utilities, including the cost of repairing any damage to the Building resulting therefrom. E. Tenant agrees that, then within fifteen (15) days after the end of the Term of this Lease, Tenant shall remove any conduits, cables or related equipment or supporting utilities installed by Tenant or its telecommunications carriers which Landlord requires to be removed by written notice to Tenant, and Tenant shall repair any damage to the Building caused by such removal and restore any portion of the Building affected by the installation of such conduits, cables or other related equipment or supporting utilites to its original condition. F. Provided that Tenant obtains Landlord's prior written approval of the location of Tenant's conduit, cabling and wiring, Landlord shall not interfere, or permit other persons to interfere, with such conduit, cabling and wiring during the Lease Term, except as may be reasonably required in connection with repairs to the Building. G. After Tenant's installation of the equipment described in Paragraphs 3 or 4 or this Paragraph 5, Landlord shall not use, nor permit its tenants, licensees, employees or agents to use, any portion of the Building in any way which causes harmful physical or electronic interference with such equipment, or which materially interferes with Tenant's access to such equipment. Landlord shall use reasonable efforts to eliminate any such interference within one (1) business day after receipt of written notice thereof from Tenant. 6. OPTION TO TERMINATE. Landlord hereby grants to Tenant the conditional right, exercisable at Tenant's option, to terminate this Lease effective as of the end of any calendar month between November 30, 2002 and September 30, 2003. If exercised, and if the conditions applicable thereto have been satisfied, Tenant shall surrender the Premises to Landlord pursuant to the applicable provisions of this Lease on the effective termination date specified in Tenant's notice to Landlord exercising such termination option, and the parties shall thereupon be relieved on any further liability under this Lease, except for obligations which expressly survive the expiration or earlier termination of this Lease. The right of termination herein granted to Tenant shall be subject to and shall be exercised in accordance with the following terms and conditions: A. Tenant may exercise such right to terminate only if one or more of the following circumstances exists: (i) Tenant is relocating from the Premises to consolidate all of substantially all of its of its offices in the Washington, D.C. metropolitan area into a single location; 3 37 (ii) Tenant is relocating the call center function performed in the Premises to a location more than fifty (50) miles from the Washington, DC metropolitan area (defined as Washington, DC, Montgomery, Prince Georges, Ann Arundel, Frederick and Howard Counties, Maryland, and Arlington, Alexandria, and Fairfax, Loudon, Prince William, Fauquier and Stafford Counties, Virginia); or (iii) Tenant, as a company, is ceasing to perform the call center function performed in the Premises or is outsourcing such call center function. Tenant's notice exercising such termination option shall state which of the aforesaid conditions exist. B. Tenant shall exercise its right to terminate this Lease by giving Landlord written notice thereof (the "termination notice") not less than twelve (12) months prior to the date (within the time frame set forth above) upon which Tenant wishes the termination of the Lease to be effective (the "effective termination date"), which effective termination date shall be specified in such termination notice. In the event the termination notice is not given timely, Tenant's option to terminate shall lapse and be of no further force and effect. C. Tenant shall pay Landlord an Early Termination Penalty in the amount of the sum of (i) three (3) times the amount of the monthly installments of Base Rent and additional rent in effect as of the effective termination date, plus (ii) the unamortized portion, as of the effective termination date, of Landlord's expenses related to this Lease and to the exercise of any of Tenant's expansion rights hereunder (including without limitation tenant improvement allowances, leasing commissions and legal expenses), such expenses to be amortized, with interest at the rate of eight percent (8%) per annum, over the initial sixty (60) month Term. Landlord shall submit to Tenant a reasonably detailed invoice for the Early Termination Penalty within a reasonable time after receipt of Tenant's termination notice. Tenant shall pay the Early Termination Penalty to Landlord within thirty (30) days after receipt of such invoice, failing which, at Landlord's option, the Tenant's exercise of the termination option shall be null and void, and this Lease shall remain in full force and effect for the entire Term described herein. D. In the event that an Event of Default exists and is continuing under this Lease on the date the termination notice is sent or on the effective termination date, then, at Landlord's option, the Tenant's exercise of the termination option shall be null and void, and this Lease shall remain in full force and effect for the entire Term described herein. 7. OPTION TO RENEW. Landlord hereby grants to Tenant the conditional right, exercisable at Tenant's option, to renew the term of this Lease for up to two (2) consecutive additional periods of three (3) years each ("Renewal Term(s)"). If exercised, and if the conditions applicable thereto have been satisfied, each such Renewal Term shall commence immediately following the end of the immediately preceding Term of this Lease (i.e., the initial Term or the first Renewal Term, as applicable). Such right of renewal shall apply to, and if exercised must be exercised with respect to, the entire Premises, which by definition includes all space then leased by Tenant under this Lease. The right of renewal herein granted to Tenant with respect to each such Renewal Term shall be subject to and shall be exercised in accordance with the following terms and conditions: A. Tenant shall exercise its right to renew with respect to each Renewal Term by giving Landlord written notice thereof not later than nine (9) months prior to the expiration date of the immediately preceding Term of this Lease (i.e., the initial Term or the first Renewal Term, as applicable). In the event the renewal option notice is not given timely, Tenant's right of renewal with respect to such Renewal Term and any subsequent Renewal Term shall lapse and be of no further force and effect. B. In the event that an Event of Default exists and is continuing under this Lease on the date the renewal option notice is sent or on the date the Renewal Term is to commence, then, at Landlord's option, the Renewal Term shall not commence and the Term of this Lease shall expire at the date the Term of this Lease would have expired without such renewal. 4 38 C. During the Renewal Term, all the terms, conditions, covenants, and agreements set forth in this Lease shall continue to apply and be binding upon Landlord and Tenant. The Base Rent shall be escalated in accordance with Section 4.1 of the Lease at the commencement of the Renewal Term and at the commencement of each Lease Year thereafter during the Renewal Term. Notwithstanding the foregoing, (i) Tenant shall retain possession of the Premises in its "as is" condition, and (ii) in no event shall Tenant have the right to renew the Term of this Lease beyond the expiration of the second Renewal Term. 8. BUILDING SECURITY SYSTEM. Landlord has installed and maintains a controlled access security system for the exterior doors of the Building, which currently operates from approximately 6:00 p.m. to approximately 7:00 a.m. Monday through Friday, and on weekends. At approximately 6:00 p.m., Monday through Friday, the exterior doors of the Building are automatically secured and respond only to authorized security controls. The hours during which such security system operates may be changed by Landlord from time to time during the Lease Term. Landlord shall give Tenant thirty (30) days prior written notice of any such change. 9. TERM. Modifying Section 3.3 of the Lease, in the event that Landlord shall not deliver possession of the Premises to Tenant within sixty (60) days after execution of this Lease by Tenant and Landlord, then Tenant, at its option, may terminate this Lease by written notice to Landlord within five (5) business days after the expiration of such sixty (60) day period. 10. OPERATING CHARGES. Modifying Section 5.2 of the Lease, "Operating Charges" shall not include any of the following: A. Legal fees, brokerage commissions, advertising costs and other related expenses incurred in connection with the sale or leasing of the Building; B. Costs of repairs, restoration, replacements or other work (1) occasioned by fire or other casualty of an insurable nature (whether such destruction be total or partial), if and to the extent either (a) paid by insurance required to be carried by Landlord under this Lease, or (b) otherwise paid by insurance then in effect obtained by Landlord, or (2) occasioned by the exercise by governmental authorities of the right of eminent domain, whether such taking be total or partial, if and to the extent paid by the award from the condemning authority. C. The costs of damage and repairs to the extent recoverable under any warranty carried by or required to be carried by Landlord in connection with the Building or Common Areas; D. Any and all costs of any kind or character for any injuries, damage and repairs (including any applicable deductibles pursuant to the Lease) necessitated by the gross negligence or willful misconduct of Landlord or Landlord's employees, contractors or agents; E. Executive salaries of Landlord; F. Salaries or service personnel to the extent that such service personnel perform services not solely in connection with the management, operation, repair or maintenance of the Building or Common Areas; G. Landlord's general overhead expenses not related to the Building; H. Payments of principal or interest or any mortgage, ground rents or other encumbrances, including commissions and legal fees associated with financing, except as expressly included in Operating Charges under Section 5.2 of the Lease; I. Depreciation or accelerated cost recovery of the Building or any equipment, except as expressly included in Operating Charges under Section 5.2 of the Lease; 5 39 J. Legal fees, accountants' fees and other expenses incurred in connection with negotiations for leases with tenants, other occupants or prospective tenants, or disputes with tenants or other occupants of the Building, or associated with the enforcement of any leases or defense of Landlord's title to or interest in the Building or any part thereof; K. Costs, including permit, license and inspection fees, incurred in renovating or otherwise improving, decorating, painting or altering space for other tenants or other occupants or vacant non-Common Area space in the Building; L. Costs incurred due to violation by Landlord or any other tenant of the Building of the terms and conditions of any lease; M. The costs of any service provided to other tenant(s) of the Building to the extent Landlord is entitled to direct reimbursement therefor (including excess electricity consumption) and the cost of any service provided to other tenants of the Building, but not to Tenant; N. Charitable or political donations by Landlord; O. Any cost or expense related to the testing for, removal, transportation, or storage of hazardous materials from the Building, except to the extent caused by or required as a result of Tenant's activities; P. Interest, penalties or other costs arising out of Landlord's failure to make timely payment of its obligations, unless resulting from Tenant's failure to make timely payment of its obligations to Landlord; Q. Costs associated with revenue-generating public parking areas of the Building where fees are charged for use of parking areas by the public and not by tenants of the Building; R. Costs incurred in advertising and marketing or leasing promotional activities for the Building; S. Costs incurred in connection with any retail tenants of the Building and not associated with the office tenants of the Building, including, without limiting the generality of the foregoing, any services provided to some retail tenants but not to the Tenant herein; T. Income taxes of Landlord, whether such income is from the operation of the Building or not, or costs of maintain Landlord's corporate existence and franchise taxes; and U. Building management fees in excess of reasonably standard rates for comparable services to comparable buildings in the same municipality as the Building and Land are situated. Notwithstanding anything to the contrary in this Lease, in the event that Tenant disputes the cost of a particular category of Operating Charges or a particular service, Tenant will have the right to have Landlord rebid that service, with a minimum of two (2) vendors on the selection list being Tenant-designated; provided, however, that Tenant may not exercise such right more than once in any calendar year. Landlord will then choose the lowest cost vendor with acceptable qualifications. 11. REAL ESTATE TAXES. Modifying Section 5.3 of the Lease, Landlord represents and warrants that the Real Estate Taxes for 1999 are not subject to any abatements, phase-ins for assessments, reductions in rates, credits, exemptions, or any other benefits or discounts that may effectively reduce the Real Estate Taxes for 1999 from what would otherwise be a fully assessed Building at the then-applicable tax rate for comparable commercial office buildings in Herndon, Virginia. Any special assessments included in Real Estate Taxes shall be deemed payable in installments over the maximum time permitted, without penalty, by the taxing authority. 6 40 In the event that the Real Estate Taxes are reduced as a result of Landlord's appeal or protest, Landlord shall apply such refund to the tax year such refund applies and if any portion of such refund applied to a tax year in which Tenant has paid Operating Charges, Landlord shall refund to Tenant an amount equal to Tenant's pro-rata share of such reduction in Real Estate Taxes as has actually been paid by Tenant to Landlord in the tax year to which the reduction applies, in accordance with Article V of the Lease. Landlord's obligation to refund to Tenant its pro-rata share of such reduction shall survive the expiration or termination of this Lease. 12. LANDLORD'S ANNUAL OPERATING CHARGES STATEMENT. Modifying Section 5.6 of the Lease, Landlord's failure to furnish the annual Operating Charges statement (described in such Section 5.6) for any calendar year within twelve (12) months after the end of such calendar year shall be deemed a waiver of Landlord's right thereafter to render such statement and collect any amounts which may be shown thereon to be owed by Tenant to Landlord. 13. AUDIT. Modifying Section 5.6 of the Lease, Tenant shall have the right, upon prior written notice to Landlord within ninety (90) days after Landlord's submission of the statement of Operating Charges for the previous calendar year, to inspect and audit, or to have an accounting firm inspect and audit, Landlord's books and records with respect to Operating Changes incurred during the previous calendar year. If Landlord and Tenant determine, based upon such inspection, that Landlord overstated Tenant's obligation for Operating Charges in such calendar year, Landlord shall promptly refund such excess. Tenant shall bear all costs of any such inspection; provided, however, that if any such inspection shows that the amount shown on Landlord's statement as the amount of Operating Charges for a calendar year exceeded by more than three percent (3%) the actual amount of Operating Charges for such calendar year, then Landlord shall reimburse Tenant for the reasonable and documented cost of Tenant's inspection. 14. HAZARDOUS MATERIALS. Landlord shall comply and shall exercise good faith efforts to cause its other tenants in the Building to comply, and Tenant shall comply, with all statutes, laws, ordinances, rules, and regulations now or hereafter mandated by any federal, state, or local governmental authority with respect to the use, generation, treatment, storage, disposal, emission, discharge, release or threatened release of any Hazardous Materials (as defined in Section 6.3 of the Lease). Neither Landlord nor Tenant shall cause, or allow anyone else within its control to cause, any Hazardous Materials to be used, generated, treated, stored, disposed of. emitted, discharged, or released, on or about the Premises or Building, except that each party may use, store and dispose of small quantities of chemicals and substances ordinarily used in its business operations in the Building, provided that such chemicals and substances are used, stored and disposed of in accordance with applicable laws and regulations. Landlord covenants that as far as Landlord is aware, no asbestos or polychlorinated biphenyls (PCBs) have been or are currently used in the construction or operation of the Building. Landlord's and Tenant's obligations under this Paragraph 14 shall survive the termination of the Lease. 15. PERMITTED ASSIGNMENTS AND SUBLETTINGS. Modifying Section 7.1 of the Lease, Landlord's prior written consent shall not be required for (a) an assignment of this Lease or subletting of the Premises, in whole or in part, to allow occupancy of the Premises by any customer, subcontractor or contract partner of Tenant working on business with Tenant at the Premises, or (b) an assignment of this Lease to any corporation into or with which Tenant may be merged or consolidated or which acquires all or substantially all of Tenant's assets, provided that the successor or surviving entity agrees in writing for the benefit of the Landlord to assume the obligations of the Tenant hereunder, or (c) an assignment of this Lease or subletting of the Premises, in whole or part, to any corporation which is a subsidiary, parent or affiliate of Tenant; provided, in the case of each assignment and subletting permitted by this Paragraph 15, (1) Tenant gives Landlord prior written notice of such assignment or subletting, (2) Tenant confirms in writing for the benefit of the Landlord that Tenant is not released from its obligations hereunder as a result of such assignment or subletting; and (3) a fully executed copy of such sublease or assignment and assumption agreement, in form reasonably satisfactory to Landlord, is delivered to Landlord. 7 41 16. PROFITS FROM ASSIGNMENT OR SUBLETTING. Modifying Section 7.5 of the Lease, "excess" is defined as the total consideration received by Tenant and Landlord from the Transferee, reduced by (i) the rent and other amounts payable by Tenant or the Transferee to Landlord for the space assigned or sublet to the Transferee during the term of such assignment or sublease (the "Transferee Rent"), (ii) any reasonable amounts paid by the Transferee to Tenant for goodwill (in the case of a sale of all or part of Tenant's business) or for the fair market value of furniture or fixtures installed in the Transfer Space at Tenant's expense (i.e, not covered by the Tenant Allowance) (collectively, the "Fixture Consideration"), and (iii) the reasonable costs and expenses actually incurred by Tenant in procuring such assignment or sublease, limited to leasing commission, expenses (including architect's fees) of improvements constructed in such assigned or subleased space and paid for by Tenant, and attorneys' fees not to exceed twenty-five cents ($0.25) per rentable square foot of floor space assigned or sublet (collectively, the "Transfer Expenses"). If Landlord and Tenant are unable to agree upon the amount of the Fixture Consideration, the issue shall be submitted for arbitration, before a single arbitrator, to the Washington, D.C. office of the American Arbitration Association. Landlord's fifty percent (50%) share of the excess shall be paid as follows: The first amounts collected by Tenant from the Transferee, which are in excess of the Transferee Rent, shall be applied by Tenant to the Fixture Consideration and the Transfer Expenses. Commencing when such Fixture Consideration and the Transfer Expenses have been fully reimbursed by the amounts so applied, and thereafter throughout the remaining term of the applicable assignment or sublease, Tenant shall pay Landlord, on a monthly basis, fifty percent (50%) of all amounts collected by Tenant from the Transferee which are in excess of the Transferee Rent. Throughout the term of the assignment or sublease, Tenant shall provide to Landlord, on a calendar quarterly basis, an accounting, in form reasonably acceptable to Landlord, of the amount and application of the excess. 17. MAINTENANCE AND REPAIRS. Landlord shall repair, replace, and maintain, or cause to be repaired, replaced, and maintained, in good working order and condition, all in a manner consistent with the standards employed by landlords of other comparable office buildings in Herndon, Virginia, regardless of whether a portion of the following is contained in the Premises: (a) the Building entrances, lobbies, common areas, service areas, elevators and the structural components of the Building, including but not limited to, the foundation, roof, columns and exterior walls; and (b) the Building's HVAC, electrical, plumbing and fire and life safety systems (but no supplemental HVAC or other special equipment installed in the Premises by or for Tenant), and the underground utility and sewer pipes outside of the exterior walls of the Building. 18. LANDLORD'S INSURANCE. Landlord shall maintain during the Lease Term, including any extensions thereof: A. All-risk fire, extended coverage, malicious mischief and vandalism insurance on the Building, in an amount not less than the full replacement value of the Building, exclusive of foundations and footings, and the improvements therein (other than Above-Standard Work, antennae, satellite dishes equipment, generators, supplemental HVAC brought in by Tenant and uninterruptible power supplies, all of which shall be insured by Tenant pursuant to Section 13.2 of the Lease); B. Rental loss insurance; and C. Comprehensive general liability insurance, including contractual liability, written on an occurrence basis, in an amount not less than Five Million Dollars ($5,000,000.00) combined single limit for bodily injury, property damage and personal liability, as well as contractual liability and other standard commercial endorsements as Landlord may determine are reasonable. Landlord shall, upon request, supply Tenant with copies of all of Landlord's insurance policies applicable to the Building. 19. MUTUAL WAIVER OF CLAIMS. Notwithstanding anything to the contrary in this Lease, Landlord and Tenant each hereby waives all rights and claims, each against the other and their respective agents, employees and persons claiming through them, for loss of or damage to their 8 42 respective real and personal property, caused by theft, fire or other perils, to the extent that such risks are required to be insured under the provisions of this Lease, and to such extent, each party hereby assumes the sole risks associated with its own property, including all amounts of underinsurance and any applicable deductibles under such policies. Each party shall obtain from its respective insurer, a waiver of subrogation to the extent of this waiver of claims and shall ensure that their respective policies of insurance will not be adversely affected or impaired by this waiver. This waiver shall not apply in respect of the deductible amount actually payable by a party under its said property insurance. 20. INTERRUPTION IN UTILITY SERVICE. Modifying Section 15.1 of the Lease, in the event that (i) electricity and/or heating or air conditioning (in season) of the Premises, shall not be furnished for more than five (5) consecutive business days, and (ii) such interruption is within Landlord's day-to-day control (e.g., not a city-wide blackout), and (iii) Tenant, in its reasonable business judgment, determines that it is unable to use and occupy the Premises (or any part thereof) as a result thereof, then the Base Rent Tenant is obligated to pay hereunder shall abate with respect to that part of the Premises which Tenant does not use and occupy until the date on which such services and utilities are restored. 21. INDEMNITY BY LANDLORD. Modifying Article XV of the Lease, Landlord shall indemnify and save harmless Tenant and its directors, officers, employees and agents from and against, and shall defend all actions against any of them by counsel reasonably approved by Tenant, with respect to all liabilities, losses, damages (excluding consequential damages), costs and expenses (including reasonable attorneys' fees), demands, claims or judgments of any nature whatsoever (hereinafter collectively called "Claims") arising from bodily injury or death, loss of or damage to property caused by the gross negligence or willful misconduct of the Landlord or its agents, employees, contractors or any person for whom Landlord is legally responsible; provided, however, that this indemnity shall not apply to the extent of the gross negligence, fraud or willful misconduct of Tenant. The obligations of Landlord under this Paragraph 21 shall survive the termination of the Lease. 22. LANDLORD'S DEFAULT. If Landlord shall fail to observe or perform any covenant or agreement under this Lease, and such failure shall not be cured within thirty (30) days after written notice thereof from Tenant (or if such failure is incapable of being cured within said thirty (30) day period for reasons which are beyond the reasonable control of Landlord, if Landlord fails to commence such cure with said thirty (30) day period and thereafter to proceed with reasonable diligence to complete such cure), then Landlord shall be in default of this Lease, and Tenant may pursue any remedies available for such default at law or in equity. 23. NON-DISTURBANCE AGREEMENTS. Modifying Article XXI of the Lease, Landlord shall use reasonable efforts to obtain for Tenant from the holder of any mortgage or deed of trust now or hereafter encumbering the Building a non-disturbance agreement, on such holder's form (as the same may be modified as a result of negotiations between Tenant and such holder), providing that so long as Tenant is not in default in the payment of Base Rent or additional rent or of any other covenants and conditions of this Lease, its rights as Tenant hereunder shall not be terminated and its possession of the Premises shall not be disturbed by any mortgagee or trustee or by any proceedings on the debts which such mortgage or deed of trust secures or by virtue of a right or power contained in such mortgage or deed of trust or the bond or note secured thereby and that any sale at foreclosure shall be subject to this Lease. Notwithstanding the foregoing, Tenant agrees that Landlord need not obtain a non-disturbance agreement for Tenant from the holder of the deed of trust encumbering the Building as of the date of this Lease, provided that Landlord refinances the Building within three (3) months after the date of this Lease and uses reasonable efforts to obtain a non-disturbance agreement for Tenant from the holder of the deed of trust securing such refinancing. Landlord shall use reasonable efforts to obtain from the holder of any ground or underlying lease now or hereafter encumbering the Building a non-disturbance agreement, on such holder's form, providing that so long as Tenant is not in default in the payment of Base Rent or additional rent or any other covenant or condition of this Lease, (i) its rights as Tenant hereunder shall not be affected or terminated, (ii) its possession of the Premises shall not be disturbed, (iii) no action or proceeding shall be commenced to remove or evict Tenant, and (iv) the Lease shall at all times continue in full force and effect, 9 43 notwithstanding the termination or expiration of such ground or underlying lease prior to the expiration or termination of this Lease. 24. KEYS. On or before the Lease Commencement Date, Landlord shall give Tenant a reasonably sufficient number of keys to the Premises and the bathrooms in the Building for Tenant's initial occupancy of the Building. 25. COMPLIANCE. Notwithstanding anything to the contrary in the Lease, Landlord shall be responsible for ensuring that the Common Areas comply with all applicable governmental laws and regulations (including the Americans with Disabilities Act) in effect as of the Lease Commencement Date, and thereafter for keeping the Common Areas in such compliance; provided, however, that Landlord shall have no responsibility for ensuring that any Common Areas (including bathrooms) altered or improved by Tenant comply with applicable governmental laws and regulations. Landlord covenants that, to the best of its knowledge and belief, the Common Areas comply with all the requirements of all municipal, county, state, federal and other applicable governmental authorities in effect as of the date of execution of this Lease. Additionally, Landlord shall insure that all computer controlled facility components installed in the Premises as of the date Landlord tenders possession thereof to Tenant are Year 2000 date and time function compliant prior to acceptance of the space for occupancy by Tenant. Landlord must verify compliance by physical testing and/or written confirmation of testing like components and/or systems from the component and/or systems manufacturer. Upon completion of any repair/replacement to effect year 2000 compliance, Landlord shall verify compliance by physical testing and/or written confirmation of testing of like components and/or systems from the component and/or systems manufacturer and advise Tenant that such replacement components have been verified as compliant. 26. RIGHT OF ENTRY. Notwithstanding anything to the contrary in the Lease, Landlord's or Landlord's employees', contractors', agents' or other representatives' right of entry to the Premises shall be subject to any security requirements imposed by Tenant's government customers. In the event that Landlord requires entry to the Premises for any purpose, except in the event of any emergency, Landlord shall provide written notice to Tenant and arrange to perform such work, inspection or such other purpose at a mutually agreeable date and time. Landlord's right of entry shall be subject to those rules and restrictions imposed by the National Industrial Security Program administered by Tenant in compliance with the regulations of the Department of Defense and other governmental agencies. Landlord shall reasonably cooperate with Tenant to provide janitorial service during hours requested by Tenant, provided that such hours are consistent from day to day, and provided further that Tenant shall pay (directly to Landlord, as Additional Rent, and not as part of Operating Charges) any additional charges incurred by Landlord for janitorial service as a result of providing the same during the hours requested by Tenant. If required by Tenant to accommodate its business operations, janitorial personnel shall be permitted access to the Premises or portions thereof only in the presence of authorized representatives of Tenant. Notwithstanding anything to the contrary in the Lease, Landlord shall have no responsibility for cleaning or repairing any portion of the Premises to which it is unable to gain access, and Tenant shall be liable for any damage to the Premises or the Building arising from the failure to make necessary repairs to any such portion of the Premises. 27. ATTORNEYS' FEES. Should either party hereto employ an attorney for the purpose of enforcing, construing, or declaring rights under this Lease, or any amendment thereto, or any judgment based on this Lease, in any legal proceeding whatsoever, including bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be entitled to receive from the other party reimbursement for all reasonable attorneys' fees and all costs, including but not limited to service of process, filing fees, court and court reporter costs, investigative costs, expert witness fees, and the cost of any bonds, whether taxable or not, and that such reimbursement shall be included in any judgment or final order issued in that proceeding. The "prevailing party" means the party determined by the court to most nearly prevail. 10 44 28. FURTHER ASSURANCES. The parties hereto agree to promptly sign all documents reasonably necessary or desirable to give further effect to the provisions of this Lease. 29. CONFIDENTIALITY. Neither Landlord nor Tenant shall disseminate orally or in written form a copy of this Lease, lease proposal or lease drafts, except to attorneys, accountants, lenders or prospective lenders, purchasers or prospective purchasers, management company personnel or other authorized business representatives of this parties. 30. ADDENDUM TO PREVAIL. If there are any discrepancies between the Lease or Exhibits and this Addendum, this Addendum shall prevail. IN WITNESS WHEREOF, the parties hereto have executed this Addendum. WITNESS: LANDLORD: CORPORATE OAKS LP [SIGNATURE] By: /s/ PETER H. LUNT (SEAL) - --------------------------- ------------------------ Name: Peter H. Lunt ------------------- Title: NVCommercial Inc. ------------------ General Partner WITNESS: TENANT: NETWORK SOLUTIONS, INC. [SIGNATURE] By: /s/ MICHAEL A. DANIELS (SEAL) - --------------------------- ------------------------ Name: Michael A. Daniels Title: Acting Chief Executive Officer and Chairman of the Board [SIGNATURE] By: /s/ ROBERT J. KORZENIEWSKI (SEAL) - --------------------------- ---------------------------- Name: Robert J. Korzeniewski Title: Chief Financial Officer network.ad3 NETWORK SOLUTIONS, INC. JULY 16, 1996 DELAWARE 11 EX-27.1 4 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 26,954 121,544 88,862 53,117 0 247,086 38,808 7,584 339,497 183,946 0 0 0 33 106,968 339,497 0 38,132 0 14,541 15,370 0 19 8,202 3,404 4,798 0 0 0 4,798 .14 .14
EX-27.2 5 RESTATED FINANCIAL DATA SCHEDULE
5 Restated Prior Period Financial Data Schedule to Reflect the Two-for-One Stock Split Effected February 26, 1999. 1,000 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 6,831 78,881 27,362 19,646 0 156,271 9,993 3,806 178,423 108,267 0 0 0 16 50,141 178,423 0 16,492 0 7,348 5,580 2,168 35 3,529 1,480 2,049 0 0 0 2,049 0.07 0.06
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