FIRST LEASE AMENDMENT
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 :
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:
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A.
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*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");
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B.
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**Rentable
Area: approximately 120,000 rentable square feet; paragraph 2
of this subsection B remains
unchanged;
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D. **Minimum
Annual Rent:
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Years
1-5
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$2,010,000.00
per year
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Years
6-10
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$2,286,000.00
per year
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Years
11-15
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$2,706,000.00
per year;
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E. **Monthly
Rental Installments:
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Months
1-60
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$167,500.00
per month
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Months
61-120
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$190,500.00
per month
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Months
121-180
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$225,500.00
per month;
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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:
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Years
1-5
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$2,047,200.00
per year
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Years
6-10
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$2,323,200.00
,per year
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Years
11-15
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$2,743,200.00
per year;
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Months
1-60
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$170,600.00
per month
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Months
61-120
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$193,600.00
per month
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Months
121-180
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$228,600.00
per month;
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G. Target
Commencement Date: April 1, 2003
Target Occupancy Date: March
1, 2003;
I. Broker: Duke
Realty Limited Partnership representing Landlord;
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.)
____________________________
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.
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 "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.
*(To be
completed when address is established for the Building)
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**(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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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
Xxxxxxx
X. Xxxxxxxx, III
Regional
Executive Vice President
TENANT:
INTERACTIVE
INTELLIGENCE, INC.,
an
Indiana corporation
By: /s/ Xxxx X.
Xxxxx
Printed: Xxxx X.
Xxxxx
Title: Executive Vice
President
STATE OF
Indiana )
)
SS:
COUNTY OF
Xxxxxx )
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
Notary
Public
Xxxxx X.
Xxxx
(Printed
Signature)
My
Commission Expires: Xxxxx 00,
0000
Xx County
of Residence: Xxxxxx
