EXHIBIT 10.17
AFTER RECORDING RETURN TO: CROSS REFERENCE TO:
Xxxxxxxx X. Xxxxxxxxx, Esq. Deed Book 14848, Page
Xxxxx, Day, Xxxxxx & Xxxxx 0001, Gwinnett County,
0000 XxxXxxxx Xxxxx Xxxxxxx Records
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT ("Amendment") dated as of
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November ___, 1997 is between WACHOVIA CAPITAL MARKETS, INC., a Georgia
corporation ("Lessor") and SCIENTIFIC-ATLANTA, INC., a Georgia corporation
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("Lessee").
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WHEREAS Lessor and Lessee executed that certain Lease Agreement (as
amended, the "Lease") dated as of July 30,1997 and filed for record on October
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9, 1997 in Deed Book 14848, Page 0001, Records of Gwinnett County, Georgia;
WHEREAS Lessor and Lessee wish to amend certain provisions of the Lease,
subject to the terms set forth below;
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as
follows with respect to the Lease:
1. Amendments to Lease. (a) Section 3(d) is amended so that (A) the term
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"and" located after the semicolon in paragraph (i) is deleted; (B) paragraph
(ii) is renumbered as paragraph (iii), and (C) a new paragraph (ii) is added
thereto as follows:
(ii) the amount that the Lessor determines, in the exercise of its
sole good faith discretion, to be its total losses and costs incurred in
connection with the Fixed Funding Rate as a result of the termination of
this Lease prior to July 30, 2004, such losses and costs to include,
without limitation, any loss of bargain, cost of funding, or, at the
election of the Lessor (but without duplication) losses or costs incurred
as a result of the Lessor's terminating, liquidating, obtaining or re-
establishing any hedge, interest rate swap, or similar or related trade
position obtained by the Lessor with respect to the Loans and/or Lessor
Investment; and
(b) The following new definition is added to Schedule 1(b) to the Lease in
proper alphabetical order:
"Fixed Funding Rate": (x) a per annum fixed rate equal to 6.51%, plus
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(y) the Applicable Margin for the Adjusted LIBO Rate.
(c) The following definition contained in Schedule 1(b) to the Lease is
amended in its entirety as set forth below:
"Basic Rent": (a) for any Rental Period (1) during the Lease Term from
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the Commencement Date up to and including January 30, 1999, or (2) after
July 30, 2004, if any, the sum of (i) all liabilities of the Lessor for
interest on the Loans and LI Yield (excluding Accrued Construction Period
LI Yield but including, without limitation, all LI Yield accruing during
the Basic Term on the Lessor Investment) accruing during such Rental
Period pursuant to and in accordance with the Credit Agreement, and (ii)
all liabilities for fees accruing during such Rental Period pursuant to
the Credit Agreement, and (b) for each Rental Period commencing on and
after January 31, 1999 and ending on or before July 30, 2004, (i) all LI
Yield (excluding Accrued Construction Period LI Yield but including,
without limitation, all LI Yield accruing during the Basic Term on the
Lessor Investment) accruing at the Fixed Funding Rate during such Rental
Period, and (ii) all liabilities for fees accruing during such Rental
Period pursuant to the Credit Agreement.
2. Binding Effect. This Amendment shall insure to the benefit of and
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be binding upon Lessor and Lessee and their respective successors, legal
representatives and permitted assigns.
3. Defined Terms. All initially-capitalized terms used but not
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defined herein shall have the meaning ascribed thereto in the Lease.
2
IN WITNESS WHEREOF, the Lessor and Lessee have caused this Amendment to be
executed under seal as of the date first above written.
LESSOR:
Signed, sealed and delivered WACHOVIA CAPITAL MARKETS,
in the presence of: INC., a Georgia corporation
/s/ Xxxxxx X. X'Xxxxx By: /s/ Xxxxxx X. Xxxxxx
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Unofficial Witness Printed Name: Xxxxxx X. Xxxxxx
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Printed Title: Senior Vice President
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/s/ Xxxxxxxx X. Xxxxxx
---------------------------- [CORPORATE SEAL]
Notary Public
My Commission Expires Notary Public, Xxxxxxx County, Georgia
My Commission Expires March 27, 1998.
[NOTARIAL SEAL]
LESSEE:
SCIENTIFIC-ATLANTA, INC., a
Georgia corporation
Signed, sealed and delivered
in the presence of:
By:/s/ X. X. XXXXXX
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Printed Name: Xxxxxx X. Xxxxxx
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/s/ Xxxxxxx X. Xxxxx Printed Title: Senior Vice President-
Finance, Chief Financial
Officer & Treasurer
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Unofficial Witness
[CORPORATE SEAL]
/s/ Xxxxx X. Xxxxxxx
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Notary Public
My Commission Expires: Notary Public: Gwinnett County, Georgia
My Commission Expires: Sept. 26, 1999.
[NOTARIAL SEAL]
