AMENDMENT TO LEASE AGREEMENT
EXHIBIT
10.1
AMENDMENT
TO LEASE AGREEMENT
THIS
AMENDMENT TO LEASE AGREEMENT ("Agreement")
made
this 24th day of March, 2006 between CENTENNIAL
LAKES III, L.L.C.,
a
Delaware limited liability company ("Landlord")
and
ANALYSTS
INTERNATIONAL CORPORATION,
a
Minnesota corporation ("Tenant").
WHEREAS,
Landlord and Tenant did enter into a certain lease agreement dated May 15,
2002
(the "Lease
Agreement")
pursuant to the terms of which Tenant is currently leasing from Landlord,
approximately 92,574 rentable square feet of the Building at 0000 Xxxx
00xx
Xxxxxx,
Xxxxx, Xxxxxxxxx and consisting of the following Suites:
|
Suite
No.
|
Rentable
Square Footage
|
|
200
|
3,528
|
|
300
|
22,340
|
|
400
|
22,232
|
|
500
|
22,232
|
|
600
|
22,232
|
|
Total
|
92,574
|
The
terms
defined in the Lease Agreement shall have the same meanings when used herein;
WHEREAS,
Tenant is currently subleasing Xxxxx 000 xxx Xxxxx 000 to subtenants (each
a
“Subtenant”
and
collectively the “Subtenants”);
WHEREAS,
Landlord and Tenant are also parties to a certain storage area license agreement
dated May 15, 2002 (the “Storage
Agreement”)
under
the terms of which Tenant is currently licensed to use 3,076 square feet of
storage space (the “Storage
Space”)
in the
Building;
WHEREAS,
Tenant has requested to reduce the size of the Premises being leased under
the
Lease Agreement and extend the Term of the Lease Agreement as to the Premises
being retained;
WHEREAS,
Tenant has further requested to reduce the size of the Storage Space being
used
under the Storage Agreement; and
WHEREAS,
Landlord has agreed to such requests by Tenant, but only on the terms and
conditions hereinafter provided.
NOW,
THEREFORE, in consideration of the premises and mutual covenants and conditions
contained herein, it is hereby agreed that the Lease Agreement shall be, and
it
hereby is amended as follows:
1. Surrender
of Suites. On
or
before May 31, 2007 Tenant shall, and with respect to Suite 300 shall cause
the
Subtenant to, vacate the following Suites of the Premises and surrender
possession of same to Landlord, leaving such Suites in the condition required
by
the Lease Agreement (hereafter such Suites are collectively referred to as
the
“Surrender
Suites”):
Xxxxx
000
- all three (3) areas
Xxxxx
000
Xxxxx
000
- subject to the provisions of paragraph 5 below
Provided
Tenant has complied with the foregoing provisions of this paragraph 1,
commencing June 1, 2007 and continuing for the remainder of the Term of the
Lease Agreement, as such Term has been extended pursuant to the provisions
of
paragraph 2 below, the Premises under the Lease Agreement shall consist of
Xxxxx
000 xxx Xxxxx 000 containing 44,464 rentable square feet in the aggregate
(hereafter such Suites are collectively referred to as the “Retained
Suites”);
2. Extension
of Term. As
to the
Retained Suites only, the Term of the Lease Agreement shall be, and it hereby
is
extended for a period of sixty (60) months commencing June 1, 2007 and ending
May 31, 2012 (hereafter the “Extended
Term”),
unless sooner terminated in accordance with the provisions of the Lease
Agreement.
3. Rentals.
Until
June 1, 2007 Tenant shall continue to pay Landlord monthly installments of
(i)
Minimum Rental for the Premises under the Lease Agreement (i.e., the Surrender
Suites and the Retained Suites together) as set forth in Article 3 of the Lease
Agreement and (ii) Additional Rental under Article 6 of the Lease Agreement
for
Real Estate Taxes and Operating Expenses based on the 92,574 rentable square
feet comprising said Premises.
Notwithstanding
anything herein to the contrary, for the months of June, 2006, July, 2006 and
August, 2006, Tenant shall have no obligation to pay Minimum Rental or
Additional Rental under Article 6 of the Lease Agreement for Real Estate Taxes
and Operating Expenses for the Retained Suites; thus, Tenant’s payment for said
three (3) months of (i) Minimum Rental for the Retained Suites of $55,580.00
per
month shall be abated and (ii) Additional Rental under Article 6 of the Lease
Agreement for Real Estate Taxes and Operating Expenses based on the 44,464
rentable square feet comprising the Retained Suites shall be
abated.
Commencing
June 1, 2007 and on the first (1st)
day of
each and every month thereafter for the remainder of the Extended Term, to
and
including May 1, 2012, Tenant shall pay Landlord monthly installments of (i)
Minimum Rental for the Retained Suites in the amount of $55,580.00 per month
and
(ii) Additional Rental under Article 6 of the Lease Agreement for Real Estate
Taxes and Operating Expenses based on the 44,464 rentable square feet comprising
the Retained Suites.
Notwithstanding
anything herein to the contrary, for the months of June, 2007, July, 2007,
August, 2007, June, 2008, July, 2008 and August, 2008 Tenant shall have no
obligation to pay either Minimum Rental or Additional Rental under Article
6 of
the Lease Agreement for Real Estate Taxes and Operating Expenses.
4. “As
Is.”
Tenant
acknowledges and agrees that it shall be leasing the Retained Suites during
the
Extended Term in their existing “as is” condition without any obligation on the
part of Landlord to make any alterations, modifications or improvements thereto
or provide any allowances therefore.
5. Xxxxx
000 Xxxxxxxxxxxx; Xxxxxxxxx Xxx xx Xxxxx 000.
It is
acknowledged by the parties that Tenant contemplates making improvements to
Suite 500 during the month of June, 2007 following vacation of such Suite by
the
Subtenant thereof on or before May 31, 2007 (hereafter the “Suite
500 Improvements”).
Notwithstanding anything in paragraph 1 above, Tenant shall be permitted to
temporarily occupy and use Suite 400 while such Suite 500 Improvements to Suite
500 are being made; provided, however, in no event shall such temporary
occupancy and use of Suite 400 extend beyond June 30, 2007. Such temporary
occupancy and use of Suite 400 during the month of June, 2007 shall be rent-free
but otherwise subject to all of the terms and conditions of the Lease Agreement.
Any
and
all Suite 500 Improvements to Suite 500 shall be made by Landlord’s construction
manager for and on behalf of Tenant, at the sole cost and expense of Tenant,
in
accordance with plans and specifications approved by Landlord in advance, and
in
compliance with the provisions of Article 12 of the Lease Agreement.
6. Surrender
of Storage Space.
On
or
before May 31, 2007 Tenant shall vacate the following areas of the Storage
Space
under the Storage Agreement and surrender possession of same to Landlord,
leaving such areas in the condition required by the Storage Agreement (hereafter
such areas are sometimes collectively referred to as the “Surrender
Storage Space”),
which
Surrender Storage Space is depicted on Exhibit A attached hereto:
Lunchroom
containing 754 square feet
Storeroom
A containing 1,003 square feet
Storeroom
B containing 211 square feet
Provided
Tenant has complied with the foregoing provisions of this paragraph 6,
commencing June 1, 2007 and continuing for the remainder of the term of the
Storage Agreement, as such term is hereafter extended, the Storage Space under
the Storage Agreement shall contain 1,108 square feet (hereafter sometimes
collectively referred to as the “Retained
Storage Space”).
The
term of the Storage Agreement shall be, and hereby is extended so as to be
coterminous with the Term of the Lease Agreement, as such Term of the Lease
Agreement has been extended for the Extended Term pursuant to the provisions
of
paragraph 2 above.
Until
June 1, 2007 Tenant shall continue to pay Landlord a monthly License Fee of
$2,820.00 for the Storage Space under the Storage Agreement (i.e., the Surrender
Storage Space and the Retained Storage Space).
Commencing
June 1, 2007 and on the first (1st)
day of
each and every month thereafter for the remainder of the term of the Storage
Agreement, to and including May 1, 2012, Tenant shall pay Landlord a monthly
License Fee of $923.33 for the Storage Space under the Storage Agreement (i.e.,
the Retained Storage Space only).
7. Option
to Extend Term.
A. Subject
to the provisions of paragraph 7 B below, Tenant shall have the right to extend
the Term of the Lease Agreement as to all, but not less than all, of the
Premises then being leased thereunder by Tenant for one (1) period of five
(5)
years commencing June 1, 2012 and ending May 31, 2017 (the “Renewal
Period”)
subject
to the following terms and conditions:
| 1) |
Tenant
shall give written notice of the exercise of its right to extend
the Term
of the Lease Agreement no later than June 1, 2011, time being of
the
essence (the “Renewal
Notice”).
If no such Renewal Notice is timely given, the Lease Agreement shall
expire on May 31, 2012;
|
| 2) |
Tenant
shall not be in default under the Lease Agreement beyond the passage
of
any applicable period of cure, grace or notice at the time of giving
the
Renewal Notice or at any time thereafter to and including the commencement
of the Renewal Period; and
|
| 3) |
The
extension of the Term hereunder shall be on the same terms and conditions
as are applicable to the Extended Term; provided, however, (i) the
Premises shall be leased by Tenant in their then existing “as is”
condition without any obligation on the part of Landlord to make
any
alterations, modifications or improvements thereto or provide any
allowances therefore, (ii) Tenant shall have no further right to
extend
the Term of the Lease Agreement beyond the end of the Renewal Period
and
(iii) the monthly Minimum Rental payable by Tenant to Landlord for
the
Premises for the Renewal Period shall be at the market rate as reasonably
determined by Landlord. Within twenty (20) days following receipt
of
Tenant’s Renewal Notice, but no earlier than twelve (12) months prior to
the commencement of the Renewal Period, Landlord shall notify Tenant
of
Landlord’s reasonable determination of the market rate for the Renewal
Period, including therewith the lease comparables and other supporting
information (“Landlord’s
Market Rate Determination”).
If Tenant disagrees with Landlord’s Market Rate Determination for the
Renewal Period, the parties shall negotiate in good faith for a period
of
twenty (20) days following receipt by Tenant of Landlord’s Market Rate
Determination as to the Minimum Rental payable during the Renewal
Period.
If the parties are unable to agree in writing on the Minimum Rental
payable during the Renewal Period within twenty (20) days following
receipt by Tenant of Landlord’s Market Rate Determination, then in such
case the giving of the Renewal Notice by Tenant shall automatically
be
deemed rescinded and the Lease Agreement shall expire on May 31,
2012.
|
B. It
is
acknowledged and agreed that the right of Tenant to extend the Term of the
Lease
Agreement under the provisions of paragraph 7 A above is personal to Analysts
International Corporation and should said Tenant assign the Lease Agreement
or
sublet all or any part of the Premises to any person or entity other than to
an
Affiliate or Acquiring Entity of said Tenant, paragraph 7 A above shall
automatically become null and void and of no further force or effect.
8. Parking.
Notwithstanding anything in Article 14 D of the Lease Agreement to the contrary,
commencing June 1, 2007 and continuing for the remainder of the Extended Term,
Tenant shall have the following reserved parking only under said Article 14
D:
| (a) |
Pursuant
to the provisions of a parking garage license agreement to be entered
into
by the parties in form and substance identical to Exhibit B attached
hereto, Tenant shall be entitled to use twelve (12) basement parking
spaces in the Building, four (4) of which, however, may be terminated
by
Landlord on at least thirty (30) days’ prior written notice;
and
|
| (b) |
Tenant
shall be entitled to use six (6) Lower Deck Designated Parking Spaces
for
the Extended Term.
|
Effective
June 1, 2007 Tenant will no longer have the use of the remaining four (4) Lower
Deck Designated Parking Spaces or of the four (4) Surface Stalls, and Landlord
may remove the Reserved Signage from same.
9. No
Leasing Commissions.
It is
acknowledged and agreed by the parties that no leasing or brokerage commissions
(collectively, “Leasing
Commissions”)
shall
be paid by Landlord to any broker, agent or other representative of Tenant
on
account of this Agreement. Tenant shall indemnify Landlord against, and hold
it
harmless from and against any and all liabilities arising from any claim for
Leasing Commissions asserted by a broker, agent or other representative alleging
to have represented Tenant, including, without limitation, reasonable attorneys’
fees in connection therewith.
10. Void
Provisions.
The
following Articles of the Lease Agreement shall be, and they hereby are rendered
null and void and of no further force or effect:
Article
33 entitled “Relocation Fee;” and
Article
35 entitled “Renewal Option.”
11. Ratification.
Except
as hereinabove amended, all of the terms, covenants and conditions of the Lease
Agreement shall remain in full force and effect, are hereby ratified and
confirmed and shall apply to the Retained Suites and the Extended
Term.
12. Submission.
Submission of this Agreement by Landlord to Tenant for examination and/or
execution shall not in any manner bind Landlord and no obligations on Landlord
shall arise under this Agreement unless and until this Agreement is fully signed
and delivered by Landlord and Tenant; provided, however, the execution and
delivery by Tenant of this Agreement to Landlord shall constitute an irrevocable
offer by Tenant of the terms and conditions herein contained, which offer may
not be revoked for twenty (20) days after such delivery.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
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CENTENNIAL
LAKES III, L.L.C., by
United
Properties LLC, its Manager
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By:
________________________________________
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Its:
________________________________________
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By:
________________________________________
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Its:
________________________________________
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ANALYSTS
INTERNATIONAL CORPORATION
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By:
________________________________________
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Its:
________________________________________
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By:
________________________________________
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Its:
________________________________________
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