THIRD LEASE AMENDMENT
THIS THIRD LEASE AMENDMENT (the "Amendment") is executed this ______ day of
December, 1997, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana
limited partnership ('Landlord"), and THRUCOMM, INC., a(n) __________________
corporation f/k/a Dataline-I. Ltd. ("Tenant").
W I T N E S S E T H :
WHEREAS, Landlord's predecessor in interest, Industrial Developments
International, Inc., and Tenant entered into a certain lease dated April 15,
1991, as amended September 16, 1991 and January 31, 1994 (collectively, the
"Lease"), whereby Tenant leased from Landlord certain premises consisting of
approximately 9,400 square feet of space (the "Original Premises") located in
Building D at 0000 Xxxxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxx; and
WHEREAS, Landlord and Tenant desire to expand the Original Premises by
approximately 4,700 square feet (the "Additional Space"); and
WHEREAS, Landlord and Tenant desire to amend certain
provisions of the Lease to reflect such expansion;
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 agree as follows:
1. Amendment of Article 1.
Commencing March 1, 1998, Article 1, Items (b), (d), (e), (h),
(i) (j), and (n) of Article 1, Basic Lease Provisions, are hereby deleted and
the following is substituted in lieu thereof:
(b) Demised Premises Square Footage: 14,100;
(d) Annual Minimum Rent:
March 1, 1998 - January 31, 1999 $115,052.63 (11 months)
February 1, 1999 - January 31, 2000 $125,511.96 per year
February 1, 2000 - January 31, 2001 $125,511.96 per year
February 1, 2001 - January 31, 2002 $125,511.96 per year
February 1, 2002 - January 31, 2003 $125,511.96 per year
February 1, 2003 - January 31, 2004 $125,511.96 per year
February 1, 2004 - January 31, 2005 $125,511.96 per year;
(e) Monthly Rental Installments:
Months 1-71 $10,459.33 per month;
(h) Termination Date: January 31, 2005;
(i) Term: Through January 31, 2005;
(j) Tenant's Operating Expense Percentage: 35.10%;
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(n) Addresses for payments and notices:
Landlord: Duke Realty Limited Partnership
0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
With Payments to: Duke Realty Limited Partnership
X.X. Xxx 000000
Xxxxxxxxxx, XX 00000-0000
Tenant: ThruComm, Inc.
Attn: Xxxx Xxxxxxxx
0000 Xxxxxxxx Xxxxxx, X.
Xx. Xxxxxxxxxx, XX 00000
3. AMENDMENT OF ARTICLE 2. Demised Premises. Commencing
March 1, 1998, Article 2 of the Lease is hereby deleted and the
following is substituted in lieu thereof:
"For and in consideration of the rent hereinafter reserved and the
mutual covenants hereinafter contained, Landlord does hereby lease and demise
unto Tenant, and Tenant does hereby hire, lease and accept from Landlord the
following premises, referred to as the "Demised Premises": approximately 14,100
square feet of space located within 0000 Xxxxxxxxx Xxxxxxxx Xxxxx within
Fairfield Business Center (the "Project"), located in Xxxxxx County, Ohio as
shown on the floor plan attached hereto as Exhibit A-1 and incorporated herein,
all upon the terms and conditions hereinafter set forth."
4. INCORPORATION INTO ARTICLE 17. Construction of Demised Premises.
The following shall be added to Article 17 of the Lease:
Tenant has personally inspected the Demised Premises and accepts the
same "as is" without representation or warranty by Landlord of any kind and with
the understanding that Landlord shall have no responsibility with respect
thereto except that Landlord agrees to perform and complete the work on the
tenant finish improvements for the Additional Space as set forth in Exhibit B-1
attached hereto and shall give Tenant written notice of the day on which
Landlord expects to complete such work. Landlord agrees to pay Thirty-one
Thousand Eight Hundred Thirty-eight Dollars and Ninety-four Cents ($31,838.94)
toward the cost of the tenant finish improvements and Tenant agrees to pay
Thirty-one Thousand Eight Hundred Thirty-eight Dollars and Ninety-four Cents
($31,838.94) toward the cost of the tenant finish improvements. Tenant shall pay
Fifteen Thousand Nine Hundred Nineteen Dollars and Forty-seven Cents
($15,919.47) of its portion upon the execution of this Amendment and the
remaining amount on the date Landlord delivers the Additional Space to Tenant.
Upon completion of the work in the Additional Space, Tenant shall
execute a letter of understanding as referred to in Article 17 of the Lease.
5. ADDITION OF ARTICLES 36 AND 37. Articles 36 and 37 are hereby added
to the Lease:
Article 36. Financial Statements. During the Lease Term and any
extensions thereof, Tenant shall provide to Landlord on an annual basis, within
ninety (90) days following the end of Tenant's fiscal year, a copy of Tenant's
most recent certified and audited financial statements prepared as of the end of
Tenant's most recent fiscal year. Such financial statements shall be prepared in
conformity with generally accepted accounting principles, consistently applied.
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Article 37. Representations and Indemnifications. Any representations
and indemnifications of Landlord contained in the Lease shall not be binding
upon (i) any mortgagee having a mortgage presently existing or hereafter placed
on the Building, or (ii) a successor to Landlord which has obtained or is in the
process of obtaining fee title interest to the Building as a result of a
foreclosure of any mortgage or a deed in lieu thereof.
6. 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.
7. 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.
8. DEFINITIONS. Except as otherwise provided herein, the capitalized
terms used in this Amendment shall have the definitions set forth in the Lease.
9. 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.
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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,
WITNESSES: an Indiana limited partnership
__________________________
(Signature)
By: Duke Realty Investments, Inc.,
__________________________ its general partner
(Printed)
__________________________ By: _________________________
(Signature) Xxxxxx X. Xxxxxxx
Vice President and
__________________________ General Manager
(Printed)
TENANT:
THRUCOMM, INC., a(n)
----------------------------
WITNESSES:
__________________________ By: ___________________________
(Signature) (Signature)
__________________________ ____________________________
(Printed) (Printed)
__________________________ Title: _________________________
(Signature)
__________________________
(Printed)
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STATE OF _________________ )
) SS:
COUNTY OF ________________ )
Before me, a Notary Public in and for said County and State, personally
appeared Xxxxxx X. Xxxxxxx, by me known and by me known to be the Vice President
and General Manager of Duke Realty Investments, Inc., an Indiana corporation,
the general partner of Duke Realty Limited Partnership, an Indiana limited
partnership, who acknowledged the execution of the foregoing "Third Lease
Amendment" on behalf of said partnership.
WITNESS my hand and Notarial Seal this _____day of_______________, 1997.
---------------------------------
Notary Public
---------------------------------
(Printed Signature)
My Commission Expires:
My County of Residence:
STATE OF __________ )
) SS:
COUNTY OF _________ )
Before me, a Notary Public in and for said County and State, personally
appeared , by me known and by me known to be the _________________________ of
ThruComm, Inc., a(n) ________________ who acknowledged the execution of the
foregoing "Third Lease Amendment" on behalf of said corporation.
WITNESS my hand and Notarial Seal this _____day of _____________, 1997.
_________________________________
Notary Public
_________________________________
(Printed Signature)
My Commission Expires:
My County of Residence:
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