Exhibit 10.16(ii)
FIRST LEASE AMENDMENT
THIS FIRST LEASE AMENDMENT (the "Amendment") is executed this 19th day
of September, 2001, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana
limited partnership ("Landlord"), and INTERACTIVE INTELLIGENCE, INC., an Indiana
corporation ("Tenant").
W I T N E S S E T H :
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WHEREAS, Landlord (formerly known as Duke-Weeks Realty Limited
Partnership) and Tenant entered into a certain lease dated April 1, 2001 (the
"Lease"), whereby Tenant agreed to lease from Landlord approximately 180,000
rentable square feet of space in a building to be constructed (the "Original
Premises") located at Woodland Corporate Park, Indianapolis, Indiana; and
WHEREAS, Landlord and Tenant desire to reduce the Original Premises to
approximately 120,000 rentable square feet (the "Leased Premises"); and
WHEREAS, Landlord and Tenant desire to amend certain provisions of the
Lease to reflect such reduction in square footage and any other changes to the
Lease;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants herein contained and each act performed hereunder by the parties,
Landlord and Tenant hereby enter into this Amendment.
1. INCORPORATION OF RECITALS. The above recitals are hereby
incorporated into this Amendment as if fully set forth herein.
2. AMENDMENT OF ARTICLE 1. LEASE OF PREMISES. Section 1.01 of Article 1
is hereby amended as follows:
A. *Leased Premises (shown outlined in red on AMENDED EXHIBIT A
attached hereto): Building Address: Woodland Corporate Park
("Building"), located on the land identified on AMENDED
EXHIBIT A-1 (the "Land");
B. **Rentable Area: approximately 120,000 rentable square feet;
paragraph 2 of this subsection B remains unchanged;
D. **Minimum Annual Rent:
Years 1-5 $2,010,000.00 per year
Years 6-10 $2,286,000.00 per year
Years 11-15 $2,706,000.00 per year;
E. **Monthly Rental Installments:
Months 1-60 $167,500.00 per month
Months 61-120 $190,500.00 per month
Months 121-180 $225,500.00 per month;
The parties commit that they will work diligently to complete and approve (i)
the rendering; (ii) the site layout; and (iii) the Building floor plan on or
before November 15, 2001 so as to enable Landlord to place orders for steel,
pre-cast and long lead construction materials. Provided however, that if items
(i), (ii) and (iii) are not finalized and approved on or before April 1, 2002
(for any reason other than Landlord's delay) the Minimum Annual Rent and Monthly
Rental Installments shall be:
Years 1-5 $2,047,200.00 per year
Years 6-10 $2,323,200.00 ,per year
Years 11-15 $2,743,200.00 per year;
Months 1-60 $170,600.00 per month
Months 61-120 $193,600.00 per month
Months 121-180 $228,600.00 per month;
G. Target Commencement Date: April 1, 2003
Target Occupancy Date: March 1, 2003;
I. Broker: Duke Realty Limited Partnership representing Landlord;
*(To be completed when address is established for the
Building)
**(To be adjusted by Landlord to reflect actual square footage
after construction of the Building and the Leased Premises
is completed)
K. Working Drawings Approval Date: (See Amended Exhibit B);
L. Addresses for payments and notices:
Landlord: Duke Realty Limited Partnership
Attn: Property Management
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
With Payments to: Duke Realty Limited Partnership
X.X. Xxx 00000
Xxxxxxxxxxxx, Xxxxxxx 00000
Tenant Prior to
Commencement Date: Interactive Intelligence, Inc
Attn: Xxxx X. Xxxxx
0000 Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
After Commencement
Date: Interactive Intelligence, Inc.
*(To be completed when address is
established for the Building)
**(To be adjusted by Landlord to reflect
actual square footage after construction
of the Building and the Leased Premises
is completed.)
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3. AMENDMENT OF SECTION 2.02.A. SHELL WORK. Section 2.02.A. of the
Lease is hereby amended by deleting PRELIMINARY EXHIBIT B-1, EXHIBIT B-1 and
EXHIBIT B-1A and substituting AMENDED PRELIMINARY EXHIBIT B-1, AMENDED EXHIBIT
B-1, and AMENDED EXHIBIT B-1A, respectively, in lieu thereof.
4. AMENDMENT OF SECTION 2.02.B. TENANT FINISH IMPROVEMENTS. Section
2.02.B. of the Lease is hereby amended by deleting EXHIBIT B-2 and substituting
AMENDED EXHIBIT B-2 in lieu thereof.
5. AMENDMENT OF SECTION 2.02.C. PROJECT DESIGN SCHEDULE AND PERMITS.
Section 2.02.C. of the Lease is hereby amended by deleting "EXHIBIT B-3" and
substituting "AMENDED EXHIBIT B-3" in lieu thereof.
6. AMENDMENT OF SECTION 2.02.D. SUBSTANTIAL COMPLETION. Section 2.02.D.
of the Lease is hereby amended by deleting the phrase "EXHIBIT B-1, B-1A AND
B-2" and substituting the phrase "AMENDED EXHIBIT B-1, B-1A AND B-2" in lieu
thereof. Section 2.02.D. of the Lease is hereby further amended by deleting the
phrase "July 1, 2002" and substituting the phrase "May 1, 2003" in lieu thereof
and deleting the phrase "November 1, 2002" and substituting the phrase
"September 1, 2003" in lieu thereof.
7. AMENDMENT OF SECTION 2.02.F. FIXTURING. Section 2.02.F. of the Lease
is hereby amended by deleting the first sentence and substituting the following
in lieu thereof:
Tenant shall have the right and privilege of going into the second
(2nd) and third (3rd) floors of the Leased Premises commencing
sixty (60) days prior to the Occupancy Date, subject to Tenant
Caused Delays or any other events beyond Landlord's control, and
the first (1st) floor commencing thirty (30) days prior to the
Occupancy Date and continuing through the Occupancy Date to
complete interior decoration work and to otherwise prepare the
Leased Premises for its occupancy, provided, however, that its
schedule in so doing shall be communicated to and coordinated with
Landlord so as not to unreasonably interfere with or delay other
work of Landlord in the Leased Premises.
8. AMENDMENT OF SECTION 2.02.G. TENANT CAUSED DELAYS. Section 2.02 of
the Lease is hereby amended by deleting the phrase "EXHIBIT B-3" and
substituting the phrase "AMENDED EXHIBIT B-3" in lieu thereof.
9. AMENDMENT OF SECTION 2.02.H. COMPLIANCE. Section 2.02.H. of the
Lease is hereby amended by deleting the phrase "EXHIBIT B-1" and substituting
the phrase "AMENDED EXHIBIT B-1", in lieu thereof.
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10. AMENDMENT OF SECTION 3.02.D. REAL ESTATE TAXES. Section 3.02.D. of
the Lease is hereby amended by deleting the second paragraph in its entirety and
substituting the following in lieu thereof:
Tenant hereby warrants and represents to Landlord that Tenant has
received real estate tax abatements for the Building acceptable to
Tenant and waives any right it might have or claim to terminate the
Lease based on its obtaining such real estate tax abatement. Tenant
understands and agrees that it is responsible for any and all Real
Estate Taxes accruing during the Lease Term with regard to the
Building and the Land and agrees to indemnify and hold harmless
Landlord from and against any and all losses, claims or damages
resulting from Tenant's failure to comply with its obligations
under this Section or under any agreement between Landlord and
Tenant and the City of Indianapolis, Indiana with respect to real
estate tax abatement for the Building and Land, except to the
extent of such losses, claims or damages directly resulting from
Landlord's failure to comply with its obligations under this
Section or under any agreement between Landlord and Tenant and the
City of Indianapolis, Indiana with respect to real estate tax
abatement. Landlord hereby agrees that the full amount which is
abated is for the benefit of Tenant. To permit Tenant to take the
actions necessary to maintain property tax abatement deductions on
the Building, Landlord shall (i) upon reasonable notice from
Tenant, execute such tax abatement applications, forms,
resolutions, agreements, and other materials, provided the same
shall be in a form reasonably acceptable to Landlord; (ii) upon
reasonable notice from Tenant, provide Tenant with information in
its possession with respect to the Building necessary to prepare
such applications, forms, resolutions, agreements and other
materials; (iii) upon reasonable notice from Tenant, either appear
or authorize Tenant to appear on behalf of Landlord at any public
hearing related to maintaining real estate tax abatement on the
Building; and (iv) shall forward to Tenant promptly upon receipt
any notice of assessment or change in assessment relating to the
Building.
11. AMENDMENT OF SECTION 6.01. SERVICES TO BE PROVIDED. Section 6.01
(g) is hereby amended by deleting the phrase "EXHIBIT B" and substituting the
phrase "AMENDED EXHIBIT B-2" in lieu thereof.
12. AMENDMENT OF SECTION 16.11(A). SIGNAGE. Section 16.11 (A) is hereby
amended by deleting the phrase "Exhibit B-4" and substituting the phrase
"Amended Exhibit B-4" in lieu thereof.
13. AMENDMENT OF SECTION 16.13. PARKING. Section 16.13 of the Lease is
hereby amended by deleting the phrase "EXHIBIT B-1" and substituting the phrase
"AMENDED EXHIBIT B-1" in lieu thereof.
14. AMENDMENT OF SECTION 16.14. RELOCATION AND DISCRETIONARY
ALLOWANCES. Section 16.14(b) is hereby deleted in its entirety and the following
is substituted in lieu thereof:
(b) a discretionary allowance in the amount of Five Hundred
Six Thousand Seven Hundred Dollars ($506,700.00). A portion of the
discretionary allowance in the amount of Two Hundred Sixty Thousand
Dollars ($260,000.00) shall be paid to Tenant or at Tenant's direction,
upon execution of this Amendment and the balance thereof in the amount
of Two Hundred Forty six Thousand Seven Hundred Dollars ($246,700.00)
shall be payable upon the later to occur of (i) payment by Tenant of
the first Monthly Rental Installment, or (ii) the Commencement Date.
15. AMENDMENT OF SECTION 16.16. PHASE I BUILDING EXPANSION OPTION.
Section 16.16 of the Lease is hereby amended by (i) deleting the phrase "EXHIBIT
A" and substituting the phrase "AMENDED EXHIBIT A" in lieu thereof and (ii) by
deleting the phrase "not less than 110,000 rentable square feet and not more
that 250,000 rentable square feet" and substituting the phrase "approximately
160,000 rentable square feet". Section 16.16 of the Lease is hereby further
amended by deleting the phrase "June 30, 2003" and substituting the phrase
"March 31, 2004" in lieu thereof.
16. AMENDMENT OF SECTION 16.17. PHASE II BUILDING EXPANSION OPTION.
Section 16.17 of the Lease is hereby amended by deleting the phrase "EXHIBIT A"
and substituting the phrase "AMENDED EXHIBIT A" in lieu thereof. Section 16.17
is further amended by deleting all reference therein to any option granted to
Tenant to choose to build Phase II Building Expansion Option as two (2)
buildings and shall provide that Tenant's Phase II Building shall be one (1)
building containing approximately 90,000 rentable square feet. Section 16.17 of
the Lease is hereby further amended by (i) deleting the phrase
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"May 31, 2005" and substituting the phrase "March 31, 2006" in lieu thereof; and
(ii) deleting the phrase "May 31, 2003" and substituting the phrase "March 31,
2004" in lieu thereof.
17. AMENDMENT OF SECTION 16.18. PHASE III BUILDING EXPANSION OPTION.
Section 16.18 of the Lease is hereby amended by (i) deleting the phrase "EXHIBIT
A" and substituting the phrase "AMENDED EXHIBIT A" in lieu thereof and by
deleting the phrase "not less than 110,000 rentable square feet and not more
that 250,000 rentable square feet" and substituting the phrase "approximately
180,000 rentable square feet". The last paragraph of Section 16.18 of the Lease
is hereby amended by deleting the phrase "May 31, 2003" and substituting the
phrase "March 31, 2004" in lieu thereof and deleting the phrase "May 31, 2005"
and substituting the phrase "March 31, 2006" in lieu thereof.
18. AMENDMENT OF SECTION 16.20. RIGHT OF FIRST OFFER FOR THE VIFI
EXPANSION SPACE. Section 16.20 of the Lease is hereby amended by deleting the
phrase "EXHIBIT A" and substituting the phrase "AMENDED EXHIBIT A" in lieu
thereof.
19. AMENDMENT OF SECTION 16.21. NAME CHANGE OF PARK. Section 16.21 of
the Lease is hereby amended by deleting the first sentence and substituting the
following in lieu thereof:
Upon Tenant's execution of a new lease or an amendment of this
Lease with Landlord to exercise its Phase I Building Expansion
Option as set forth in Section 16.16 hereof, and for so long
as Interactive Intelligence, Inc. remains the Tenant hereunder
and is and remains open and operating in all or substantially
all of the Leased Premises under the tradename "Interactive
Intelligence", Landlord shall change the name of Woodland
Corporate Park to "Interactive Park".
20. TENANT'S REPRESENTATIONS AND WARRANTIES. The undersigned represents
and warrants to Landlord that (i) Tenant is duly organized, validly existing and
in good standing in accordance with the laws of the state under which it was
organized; (ii) all action necessary to authorize the execution of this
Amendment has been taken by Tenant; and (iii) the individual executing and
delivering this Amendment on behalf of Tenant has been authorized to do so, and
such execution and delivery shall bind Tenant. Tenant, at Landlord's request,
shall provide Landlord with evidence of such authority.
21. EXAMINATION OF AMENDMENT. Submission of this instrument for
examination or signature to Tenant does not constitute a reservation or option,
and it is not effective until execution by and delivery to both Landlord and
Tenant.
22. DEFINITIONS. Except as otherwise provided herein, the capitalized
terms used in this Amendment shall have the definitions set forth in the Lease.
23. INCORPORATION. This Amendment shall be incorporated into and made a
part of the Lease, and all provisions of the Lease not expressly modified or
amended hereby shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed on the day and year first written above.
LANDLORD:
DUKE REALTY LIMITED PARTNERSHIP,
an Indiana limited partnership
By: Duke Realty Corporation,
its general partner
By: /s/ XXXXXXX X. XXXXXXXX, III
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Xxxxxxx X. Xxxxxxxx, III
Regional Executive Vice President
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TENANT:
INTERACTIVE INTELLIGENCE, INC.,
an Indiana corporation
By: /s/ XXXX X. XXXXX
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Printed: XXXX X. XXXXX
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Title: EXECUTIVE VICE PRESIDENT
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STATE OF INDIANA
------------------ )
) SS:
COUNTY OF XXXXXX )
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Before me, a Notary Public in and for said County and State, personally
appeared XXXX X. XXXXX, by me known and by me known to be the EXECUTIVE VICE
PRESIDENT of Interactive Intelligence, Inc., an Indiana corporation, who
acknowledged the execution of the foregoing "First Lease Amendment" on behalf of
said corporation.
WITNESS my hand and Notarial Seal this 18TH of September, 2001.
/s/ XXXXX X. XXXX
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Notary Public
XXXXX X. XXXX
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(Printed Signature)
My Commission Expires: Xxxxx 00, 0000
Xx County of Residence: Xxxxxx
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