EXHIBIT 10.47(a)
AMENDMENT NO. 1 TO
BUILD-TO-SUIT OFFICE LEASE AGREEMENT
BETWEEN XXXXX OPERATING PARTNERSHIP, L.P.
AND
PENNSYLVANIA CELLULAR TELEPHONE CORP.
AMENDMENT NO. 1 TO BUILD-TO-SUIT LEASE AGREEMENT
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This AMENDMENT NO. 1 TO BUILD-TO-SUIT LEASE AGREEMENT ("Amendment No. 1")
is made this 15/th/ day of September, 1998, by and among XXXXX XXXXXXX NO. 33,
L.P., a Pennsylvania limited partnership ("Landlord"), PENNSYLVANIA CELLULAR
TELEPHONE CORP., a North Carolina corporation, and XXXXX, XXXXXXX & COMPANY, an
Illinois corporation ("Contractor").
Recitals
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A. Landlord, Tenant and Contractor entered into that certain Build-To-Suit
Lease Agreement ("Lease") dated September 26, 1997, pursuant to the terms of
which Landlord let to Tenant and Tenant leased from Landlord those certain
premises comprised of a four (4)-story office facility containing approximately
81,859 square feet ("Initial Improvements") located on approximately 10.5 acres
of land in Susquehanna Township, Dauphin County, Pennsylvania which were
required to be constructed by Contractor. All capitalized terms in this
Amendment No. 1 not otherwise defined herein shall be as defined in the Lease.
B. The Lease provides that, subject to Permitted Delays, the Delivery Date
for the Initial Improvements was anticipated to be September 1, 1998.
C. Landlord and Tenant desire to modify the Lease to provide that the
anticipated Delivery Date is October 1, 1998.
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions contained in this Amendment No. 1, Ten and 00/100 Dollars, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:
1. Recitals - Amendment. The foregoing Recitals are deemed to form a part
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of this Amendment No. 1 as if fully restated herein. This Amendment No. 1 is
made a part of the Lease, and, except as specifically amended pursuant to this
Amendment No. 1, all of the terms, provisions and conditions of the Lease shall
apply to this Amendment No. 1 as if fully restated herein.
2. Delivery Date. Notwithstanding anything contained in Section 1.1 of
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the Lease or elsewhere in the Lease to the contrary, the anticipated Delivery
Date and therefore the anticipated Initial Term Commencement Date is October 1,
1998. As a result, the anticipated Initial Term Termination Date is September
30, 2008.
3. Modification of Sections 2.5(a) and 2.6. Sections 2.5(a) and 2.6 of
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the Lease is hereby modified to provide that wherever the date of "September 1,
1998" appears in said Sections 2.5(a) and 2.6, it shall be changed to be
"October 1, 1998."
4. No Change in Rent; No Permitted Delays. Landlord and Tenant each
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acknowledge and agree that the extension of the several relevant dates pursuant
to this Amendment No. 1 shall not result in (i) an increase in the Rent, or (ii)
a Change Order. Landlord and Tenant waive any and all claims each has or may
have had for Permitted Delays in respect to events occurring prior to the date
of this Amendment No. 1. Landlord and Tenant each acknowledge that there are
pending Scope Changes that may result in future Change Orders.
5. No Further Amendment. Except as specifically amended by this Amendment
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No. 1, all of the remaining terms, provisions and conditions of the Lease shall
remain in full force and effect.
IN WITNESS WHEREOF, this Amendment No. 1 is executed by Landlord, Tenant
and Contractor as of the day and year first above written.
LANDLORD: TENANT:
Xxxxx Xxxxxxx No. 33, L.P., Pennsylvania Cellular Telephone
a Pennsylvania limited partnership Corp., a North Carolina corporation
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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CONTRACTOR: Vice President
Xxxxx, Xxxxxxx & Company, an
Illinois corporation
By: /s/ Xxxxxx X. Xxxxxxx
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2
GUARANTOR'S CONSENT
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Pursuant to the terms of that certain Build-To-Suit Office Agreement
Guaranty ("Guaranty"), dated September 26, 1997, Vanguard Cellular Financial
Corp., a North Carolina corporation ("Guarantor") guarantied for the benefit of
the Landlord the payment and performance obligations of Tenant under the terms
of the Lease. Guarantor, as of the date of the Amendment No. 1, hereby consents
to the Amendment No. 1 and agrees that the terms, provisions and conditions of
the Amendment No. 1 shall form part of Lease, the obligations of Tenant
thereunder are guarantied by Guarantor pursuant to the provisions of the
Guaranty.
GUARANTOR:
Vanguard Cellular Financial Corp.,
a North Carolina corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Vice President
