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XXXXX XX XXXXX XXXXXXXX FIRST AMENDMENT
TO LEASE AGREEMENT
COUNTY OF WAKE
This First Amendment to the Lease Agreement (the "First Amendment") made
and entered into as of the 19th day of October, 1998, by and between
CORNING ROAD, L.L.C., a Delaware limited liability company [successor to
First Union National Bank of North Carolina as Trustee, successor to
NationsBank of North Carolina, N.A., as Trustee for the Public Employees'
Retirement System of Ohio] hereinafter called "Landlord"; and
SYNTEL, INC, a Michigan corporation, hereinafter called "Tenant":
W I T N E S S E T H :
WHEREAS, Landlord, as landlord, and Tenant, as tenant, entered into that
certain Lease Agreement dated November 30, 1994 (the "Lease"), regarding
certain space (the "Premises") as more particularly described in the Lease; and
WHEREAS, the parties have agreed to extend and amend its terms pursuant to
this First Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree for themselves, their successors and
assigns as follows:
1. Paragraph 2(a) of the Lease shall be amended to extend the "Expiration
Date" of the Lease from Midnight on March 31, 1999 to Midnight on March 31,
2004. However, the Tenant shall have the right to terminate the Lease at
Midnight on March 31, 2001, provided:
(a) Tenant shall provide Landlord with
(i) Ninety (90) days prior written notice of its desire to
terminate this Lease and
(ii) An amount equal to six (6) months of the Payment
described in paragraph 2 below on or prior to April 1,
2001, with the remaining nine (9) months of the Minimum
Rental Payment to be due and payable in monthly
installments on or prior to the
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first day of the following nine (9) months during the term
thereof;
2. Tenant shall pay additional rent equal to the current Minimum Rental,
Monthly Estimate and the Annual Payment for fifteen (15) months following the
termination date (the "Payment"). If Landlord relets the Premises prior to
August 31, 2002, Landlord shall refund to Tenant that portion of the Payment
recouped from the new tenant. Tenant's obligations to pay additional
installments of the Payment ends upon Landlord's re-renting of the Premises and
upon Landlord receiving rental payments for the space or any new tenant taking
possession of the Premises.
3. Minimum Rental.
(a) Lease Year Commencing April 1, 1999 Through March 31, 2000.
Commencing with April 1, 1999 and continuing through March 31,
2000, Tenant shall pay a Minimum Annual Rental of Seven Hundred
Fifty-Three Thousand Six Hundred Fifteen and no/100 Dollars
($753,615.00) payable in equal monthly installments of Sixty-Two
Thousand Eight Hundred One and 25/100 Dollars ($62,801.25) each
in advance on or before the first day of each month.
(b) Lease Year Commencing April 1, 2000 Through March 31, 2001.
Commencing with April 1, 2000 and continuing through March 31,
2001, Tenant shall pay a Minimum Annual Rental of Seven Hundred
Sixty-Eight Thousand Three Hundred Eighty-Five and 85/100 Dollars
($768,385.85) payable in equal monthly installments of Sixty-Four
Thousand Thirty-Two and 15/100 Dollars ($64,032.15) each in
advance on or before the first day of each month.
(c) Lease Year Commencing April 1, 2001 Through March 31, 2002.
Commencing with April 1, 2001 and continuing through March 31,
2002, Tenant shall pay a Minimum Annual Rental of Seven Hundred
Eighty-Three Thousand Five Hundred Ninety-Nine and 83/100 Dollars
($783,599.83) payable in equal monthly installments of Sixty-Five
Thousand Two Hundred Ninety-Nine and 99/100 Dollars ($65,299.99)
each in advance on or before the first day of each month.
(d) Lease Year Commencing April 1, 2002 Through March 31, 2003.
Commencing with April 1, 2002 and continuing through March 31,
2003, Tenant shall pay a Minimum Annual Rental of Seven Hundred
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Ninety-Nine Thousand Two Hundred Twenty-Seven and 79/100 Dollars
($799,227.79) payable in equal monthly installments of Sixty-Six
Thousand Six Hundred Two and 32/100 Dollars ($66,602.32) each in
advance on or before the first day of each month.
(e) Lease Year Commencing April 1, 2003 Through March 31, 2004.
Commencing with April 1, 2003 and continuing through March 31,
2004, Tenant shall pay a Minimum Annual Rental of Eight Hundred
Fifteen Thousand Three Hundred Sixty-Two and 89/100 Dollars
($815,362.89) payable in equal monthly installments of
Sixty-Seven Thousand Nine Hundred Forty-Six and 91/100 Dollars
($67,946.91) each in advance on or before the first day of each
month.
4. Annual Payment. Paragraph 3(b)(i)(A) of the Lease shall be amended to
increase the Operating Expenses respecting the Building from Five Dollars
($5.00) per rentable square foot to Five and 20/100 Dollars ($5.20) per
rentable square foot (the "Operating Expense Base Amount"), reduced by the
amount, if any, paid by Tenant as the Monthly Estimate during the applicable
calendar year of 1999 (such calculations to be annualized respecting any
partial calendar year). Landlord represents that to the best of Landlord's
belief, the Operating Expenses regarding the Building regarding calendar year
1999 [adjusted, as applicable, in accordance with the provisions of said
Paragraphs 3(b)(i)(C) and 3(b)(i)(B) of the Lease] will not exceed Five and
20/100 Dollars ($5.20) per rentable square foot.
5. Option Period. Provided the Lease is still in full force and effect and
Tenant is not in default under any of the terms, provisions or conditions of
this Lease on its part to observe, comply with or fulfill, Tenant shall have
the option to renew the term of the Lease for two (2) periods of three (3)
years next succeeding the additional five (5) year period which ends at
midnight on March 31, 2004. Such option to renew shall be exercised by written
notice to Landlord not less than six (6) months prior to April 1, 2004. The
option period, if exercised by Tenant, shall be on the same terms and
conditions as provided in Paragraph 2(b) of the Lease.
6. Back-up Power. Landlord at its sole expense shall provide a 50,000 kw or
comparable source back-up power generator to be installed, connected and
operational.
7. HVAC System. Landlord will provide at its sole expense up to ten (10)
additional VAV boxes if needed and associated controls creating additional
zones within the space as determined by Landlord and Tenant. The Landlord will
also work with an HVAC engineer for the space to maximize HVAC efficiency
within the space.
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8. Right of First Refusal. Tenant shall have a right of first refusal
on all space that comes available within the Building subject to any
pre-existing options or rights of first refusal of other tenants.
9. Right to Assign and Sublease. Tenant will receive fifty percent (50%)
of any excess payments received by Tenant from subtenants renting and
occupying the Premises.
10. Leasing Commission. "Highwood Properties, Inc." in paragraph 31
shall be replaced with "Corporate Realty Advisors."
11. Ratification. As amended hereby, the parties hereto agree that the
Lease is in full force and effect.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
duly executed and sealed pursuant to the authority duly given as of the day and
year first above written.
LANDLORD
CORNING ROAD, L.L.C.
By: Xxxxxxx X. Xxxxxx (SEAL)
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Xxxxxxx X. Xxxxxx
Manager
WITNESSED BY:
TENANT
SYNTEL, INC.
[CORPORATE SEAL]
By: Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chief Administrative Officer
WITNESSED BY:
Xxxxx X. Xxxxxx
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STATE OF NORTH CAROLINA
COUNTY OF MECKLENBERG
Before me, the undersigned Notary Public in and for the County and State
aforesaid, personally came Xxxxxxx X. Xxxxxx, Manager of Corning Road, L.L.C.
and acknowledged the due execution of the foregoing instrument in writing for
the purposes therein expressed.
WITNESS my hand and notarial seal, this 19th day of October, 1998.
Xxxxxxxx X. Xxxxx
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Notary Public
My Commission Expires: 6-22-2000 Xxxxxxxx X. Xxxxx
[Notarial Seal]
STATE OF MICHIGAN
COUNTY OF OAKLAND
This 12 day of October, 1998, before me, the undersigned Notary Public in
and for the County and State aforesaid, personally came Xxxxxx X. Xxxxx, who,
being duly sworn, says that he is Chief Administrative Officer of SYNTEL, INC.,
and that the seal affixed to the foregoing instrument in writing is the
corporate seal of said corporation, and that he signed and sealed said
instrument on behalf of said corporation by its authority duly given and
acknowledged said instrument to be the act and deed of said corporation.
WITNESS my hand and seal this 12 day of October, 1998.
Xxxx X. Xxxxx
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Notary Public
My Commission Expires:
8/20/2001 XXXX X. XXXXX
NOTARY PUBLIC - MACOMB COUNTY, MI
[Notarial Seal] MY COMMISSION EXP. 08/20/2001
acting in Oakland County
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