EXHIBIT NUMBER (10)(xxix)(2)
TO 2000 FORM 10-K
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this "Amendment"), made and entered
into as of the 8/th/ day of September, 2000, by and between PERIMETER
----
SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership
("Landlord") and NORTHERN TRUST RETIREMENT CONSULTING, LLC, a Delaware
limited liability corporation ("Tenant");
WITNESSETH THAT:
WHEREAS, Landlord and Tenant entered into that certain Lease
Agreement dated November 5, 1999, as amended by that certain First
Amendment to Lease ("First Amendment") dated February 29, 2000
(collectively, the "Lease") for certain premises in the building located
at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000 (the "Building"),
consisting of approximately 127,611 rentable square feet of space (the
"Premises");
WHEREAS, Tenant has elected to exercise its Expansion Option under
Special Stipulation No. 7 to lease from Landlord certain Expansion
Space; and
WHEREAS, Landlord and Tenant desire to evidence such expansion of
the Premises and to amend certain other terms and conditions of the
Lease and evidence their agreements and other matters by means of this
Amendment;
NOW THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the Lease is hereby
amended and the parties hereto do hereby agree as follows:
1. Tenant shall lease from Landlord an additional 12,629
rentable square feet of space consisting of (i) 101 rentable
square feet on the first (1/st/) floor of the Building; (ii)
132 rentable square feet on the second (2nd) floor of the
Building; (iii) 12,188 rentable square feet on the sixth
(6/th/) floor of the Building; (iv) 104 rentable square feet
on the seventh (7/th/) floor of the Building; and (v) 104
rentable square feet on the eighth (8/th/) floor of the
Building (collectively, the "Expansion Space"), all as shown
on Exhibit "A" attached hereto and by this reference made a
part hereof, increasing the total rentable square feet of
space leased pursuant to the Lease to 140,240. The leasing
of
the portion of the Expansion Space on the seventh (7/th/)
and eighth (8/th/) floors includes the appurtenant right for
Tenant to access the leased areas through the elevator lobby
and corridors thereof; provided, however, if and to the
extent the portion of the Expansion Space located on the
seventh (7/th/) and eight (8/th/) floors is within another
tenant's premises such that such leased areas may only be
accessed through such other tenant's premises, then Tenant
agrees that Tenant's access shall be subject to such
reasonable rules and regulations as may be promulgated by
Landlord from time to time with respect to such access. The
leasing of the portion of the Expansion Space on the first
(l/st/) floor includes the appurtenant right for Tenant to
access the leased area from the floor below. Tenant
covenants and agrees that the portion of the Expansion Space
leased hereby located on the first (1/st/), second (2nd),
seventh (7/th/) and eighth (8/th/) floors may only be used
by Tenant for the housing of Tenant's equipment including,
without limitation, cabling. Landlord and Tenant acknowledge
and agree that the foregoing expansion is pursuant to an
exercise by Tenant of its Expansion Option A as set forth in
Expansion Schedule II of Special Stipulation No. 7 of the
Lease. According to the terms of such provision, all of
Tenant's Future Expansion Options shall be as described in
Expansion Schedule II and therefore, Expansion Schedule I is
hereby deleted from the Lease.
2. The Lease is hereby amended by adding the Expansion Space as
part of the Premises subject to and in accordance with all
of the terms and conditions of Special Stipulation 7 of the
Lease including, without limitation, (i) Base Rent at the
same rate per rentable square foot applicable to the
remainder of the Premises; (ii) a term commencing on the
Commencement Date (as defined therein) and expiring co-
terminously with the term for the remainder of the Premises,
and (iii) the same per rentable square foot Tenant
Improvement Allowance ($21.00), Construction Documents
Allowance ($.25), Supplemental Tenant Improvement Allowance
($2.66) and Additional Allowance ($3.50) being made
available by Landlord to Tenant on all the same terms
applicable to the original Premises.
3. Tenant represents and warrants to Landlord that neither it
nor its officers or agents nor anyone acting on its behalf
has dealt with any real estate broker other than Xxxxx
Interests Limited Partnership who represented Landlord and
Xxxxx & Xxxxx Company who represented Tenant in the
negotiating or making of this Amendment, and Tenant agrees
to indemnify
and hold Landlord, its agents, employees, partners,
directors, shareholders and independent contractors harmless
from all liabilities, costs, demands, judgments,
settlements, claims, and losses, including reasonable
attorneys' fees and costs, incurred by Landlord in
conjunction with any such claim or claims of any other
broker or brokers claiming to have interested Tenant in the
Building or Premises or claiming to have caused Tenant to
enter into this Amendment.
4. Tenant hereby agrees that there are, as of the date hereof,
regardless of the giving of notice or the passage of time,
or both, no defaults or breaches on the part of Landlord or
Tenant under the Lease.
5. All capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the
Lease.
6. The Lease, as amended by this Amendment, represents the
entire agreement between the parties hereto. Landlord and
Tenant agree that there are no collateral or oral agreements
or understandings between them with respect to the Premises
or the Building. The Lease, as amended by this Amendment,
supersedes all prior negotiations, agreements, letters or
other statements with respect to Tenant's expansion of the
Premises.
EXCEPT AS expressly amended and modified hereby, the Lease shall
otherwise remain in full force and effect, the parties hereto hereby
ratifying and confirming the same. To the extent of any inconsistency
between the Lease and this Amendment, the terms of this Amendment
shall control.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned parties have duly executed
this Amendment as of the day and year first above written.
TENANT: LANDLORD:
NORTHERN TRUST PERIMETER SUMMIT PARCEL 3 LIMITED
RETIREMENT, PARTNERSHIP, a Georgia limited
CONSULTING, LLC, a partnership
Delaware limited liability
corporation By: 3003 Perimeter Summit Realty
Corp., a Delaware corporation,
By: /s/ Xxxxxx Xxxx general partner of Perimeter
-------------------------- Summit Parcel 3 Limited
Name: Xxxxxx Xxxx Partnership
Title: Chief Executive Officer
By: /s/ Xxxxx Xxxx
----------------------------
Name: Xxxxx Xxxx
Title: President
By: Xxxxx Management, L.L.C.
a Delaware limited liability
company, general partner of
Perimeter Summit Parcel 3
Limited Partnership
By: Xxxxx Interests Limited
Partnership, a Delaware
limited partnership, sole
member of Xxxxx
Management, L.L.C.
By: Xxxxx Holdings, Inc., a
Texas corporation, sole
member of Xxxxx
Interests Limited
Partnership
By /s/ C. Xxxxx Xxxxxxxxx
---------------------------
C. Xxxxx Xxxxxxxxx
Executive Vice
President
CONSENT OF GUARANTOR
By its execution herein below, NORTHERN TRUST CORPORATION, the
Guarantor under that certain Guaranty dated November 5, 1999, hereby
consents to the amendment of the Lease and acknowledges that such
amendment shall not operate to relieve the undersigned of its
obligations and liabilities under such Guaranty, which obligations and
liabilities the undersigned hereby ratifies and confirms.
GUARANTOR:
NORTHERN TRUST CORPORATION,
a Delaware corporation
By: /s/ Xxxxx X. Xxxx
------------------------
Name: Xxxxx X. Xxxx
Title: Vice Chairman
CONSENT OF LENDER
By its execution herein below, WACHOVIA BANK, N.A., the lender under
that certain deed to secure debt, assignment and security agreement
and party to that certain Subordination, NonDisturbance and Attornment
Agreement dated November 5, 1999 (the "SNDA") by and among Landlord,
Tenant and the undersigned, hereby consents to the amendment of the
Lease for purposes of Section 2 of the SNDA.
LENDER:
WACHOVIA BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
Exhibit "A"
Expansion Space
