EX-10 2 v148186_ex10.htm
Exhibit 10







































































































































































































 
 

 
FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “First Amendment”) is made as of the 27th day of October, 1999, by and between ORIX COLUMBIA, INC, an Illinois corporation (“Landlord”), and MICROS SYSTEMS, INC., a Maryland corporation (“Tenant”).

RECITALS

A.  Landlord and Tenant entered into that certain Lease Agreement (the “Original Lease”) dated as of August 17, 1999, for approximately 200,000 square feet of space on the second, third, fourth, and fifth floors of an office building to be constructed for Tenant's headquarters on certain land (the “Land”) described in the Original Lease in an office park development known as “Columbia Gateway” in Columbia, Maryland.

B.  The Building and the interior improvements to Tenant's premises are being constructed in accordance with the Construction Agreement dated as of even date with the Original Lease between Landlord and Tenant, as amended by the First Amendment to Construction Agreement dated as of even date herewith.  (Said Construction Agreement as amended is hereinafter referred to as the “Construction Agreement”.)

C.  Pursuant to Section 1(b) of the Original Lease, Tenant has the right to lease all or a portion of the remaining space in the Building (the “Expansion Space”), and Tenant has notified Landlord that Tenant desires to lease all of the remaining space in the Building, which consists of approximately 50,000 square feet on the first floor of the Building.

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1.  Recitals.  The foregoing recitals are correct and complete and are hereby incorporated into this First Amendment by this reference.

2.  Defined Terms.  Any capitalized terms not defined in this First Amendment shall have the meanings ascribed thereto in the Original Lease.  From and after the date hereof, the term “Lease” as used in the Original Lease shall mean the Original Lease as amended by this First Amendment.  From and after the date hereof, the term “Construction Agreement” as used in the Original Lease shall mean the Construction Agreement as amended by the First Amendment to Construction Agreement dated as of even date herewith.
 

 
3.  Amendments to Lease.

(a)  Section 1(a) of the Original Lease is deleted in its entirety, and in lieu thereof, the following is substituted:

1(a).  Landlord does hereby lease and demise unto Tenant, and Tenant does hereby lease from Landlord, approximately 250,000 rentable square feet of space (the “Demised Premises”) on the entire first, second, third, fourth and fifth floors of the two towers of the Building.  The lease of the Demised Premises includes the right, together with other tenants of the Building and members of the public, to use the common public areas of the Building, but includes no other rights not specifically set forth herein.  Upon Substantial Completion of the Demised Premises, the Demised Premises shall be measured in accordance with the GWCAR Standard (as hereinafter defined) and shall be outlined in red on Exhibit B to be attached hereto.  The actual amount of rentable square feet comprising the Demised Premises shall be confirmed in the Declaration (the “Declaration”) attached hereto as Exhibit I-C, executed by Landlord and Tenant.  Any references in this Lease to a dollar amount per square foot of rentable floor area of the Demised Premises shall mean such dollar amount multiplied by the number of square feet of rentable floor area.

(b)  Section 1(b) of the Original Lease, which provides Tenant the option to lease the Expansion Space, is hereby deleted in its entirety.

(c)  The vesting of Tenant's leasehold estate under the Original Lease was contingent upon the consummation of the sale of the Land to Landlord.  Landlord has consummated the purchase of the Land and the Building Two Land; therefore, Section 1(c) of the Original Lease is hereby deleted in its entirety.  In addition, Exhibit A attached to the Original Lease is also deleted in its entirety and in lieu thereof, Exhibit I-A attached hereto and made a part hereof is substituted therefor.

(d)  The address for copies of notices to Landlord in Section 36(b) of the Original Lease has been changed.  Therefore, “Suite 550” is deleted, and “Suite 260” is substituted therefor.

(e)  Since Tenant has leased the entire Expansion Space, Article 49 of the Original Lease, which gives Tenant the right to expand into the Expansion Space in the future, and Article 50 of the Original Lease, which gives Tenant the right of first offer on the Expansion Space, are deleted in their entirety.

(f)  Exhibit C attached to the Original Lease is deleted in its entirety, and in lieu thereof, Exhibit I-C attached hereto and made a part hereof shall be substituted.
 
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4.  Counterparts.  This First Amendment may be executed in counterparts with the same force and effect as if all signatures were set forth in a single document.

5.  Entire Agreement.  This First Amendment contains and embodies the entire agreement of the parties hereto, and no representations, inducements, or agreements, oral or otherwise, not contained in this First Amendment shall be of any force or effect.  This First Amendment may not be modified or changed in whole or in part in any manner other than by an instrument in writing duly signed by the parties hereto.  Except as modified by this First Amendment, the terms and provisions of the Original Lease, which are incorporated herein by this reference, are hereby reaffirmed and shall be binding upon the parties hereto.  In the event of any inconsistencies between the provisions of the Original Lease and of this First Amendment, the provisions of this First Amendment shall control.

6.  Governing Law.  This First Amendment shall be governed by, and construed in accordance with, the laws of the State of Maryland.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Lease Agreement as of the date first above written.

WITNESS OR ATTEST:
 
LANDLORD:
 
         
   
ORIX COLUMBIA, INC.,
 
   
  an Illinois corporation
 
         
         
     
By:
 
[SEAL]
     
Name:
 
     
Title:
 
         
WITNESS OR ATTEST:
 
TENANT:
 
         
   
MICROS SYSTEMS, INC.,
 
   
  a Maryland corporation
 
         
         
      
By:
 
[SEAL]
     
Name:
 
     
Title:
 
 
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EXHIBIT I-A
 
PROPERTY DESCRIPTION
 
(the “Land”)

All that lot or parcel of ground situate in the Sixth Election District of Howard County, in the State of Maryland, and described as follows:

 
Being known and designated as Parcel T-2, as shown on the Plat entitled, “Columbia Gateway, Parcels ‘T-1’ through ‘T-5’, a Resubdivision of Columbia Gateway, Parcel ‘T’, as shown on Plat No. 7542, Sheet 3 of 4” which Plat is recorded among the Land Records of Howard County, Maryland, as Plat No. 13463.

 
BEING part of the land which was acquired by HRD Holdings, Inc. from The Howard Research And Development Corporation by deed dated November 14, 1997, and recorded among the Land Records of Howard County, Maryland, in Liber 4118, folio 16, HRD Holdings, Inc. having thereafter changed its name to The Howard Research And Development Corporation by Articles of Amendment filed January 5, 1998.

(the “Building Two Land”)

All that lot or parcel of ground situate in the Sixth Election District of Howard County, in the State of Maryland, and described as follows:

 
Being known and designated as Parcel T-1, as shown on the Plat entitled, “Columbia Gateway, Parcels ‘T-1’ through ‘T-5’, a Resubdivision of Columbia Gateway, Parcel ‘T’, as shown on Plat No. 7542, Sheet 3 of 4” which Plat is recorded among the Land Records of Howard County, Maryland, as Plat No. 13463.

 
BEING part of the land which was acquired by HRD Holdings, Inc. from The Howard Research And Development Corporation by deed dated November 14, 1997, and recorded among the Land Records of Howard County, Maryland, in Liber 4118, folio 16, HRD Holdings, Inc. having thereafter changed its name to The Howard Research And Development Corporation by Articles of Amendment filed January 5, 1998.
 
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EXHIBIT I-C
 
DECLARATION

THIS DECLARATION is made as of the 9 day of March, 2001, by and between ORIX COLUMBIA, INC., an Illinois corporation (“Landlord”), and MICROS SYSTEMS, INC., a Maryland corporation (“Tenant”).

Recitals

A.  Pursuant to the terms of the Construction Agreement dated as of August 17, 1998, as amended by the First Amendment to Construction Agreement dated as of Oct. 27, 1999, Landlord agreed to construct for Tenant a five-story office building (the “Building”) as Tenant's corporate headquarters in an office park development known as “Columbia Gateway” in Columbia, Maryland.  (Said Construction Agreement as amended is hereinafter referred to as the “Construction Agreement”.)

B.  Pursuant to the terms of the Lease Agreement (the “Original Lease”) dated as of even date with the Construction Agreement, as amended by the First Amendment to Lease Agreement (the “First Amendment”) dated as of Oct. 27, 1999 (the Original Lease as amended by the First Amendment being hereinafter referred to as the “Lease”), Tenant agreed to lease approximately 250,000 rentable square feet of space (the “Demised Premises”) on the entire first, second, third, fourth and fifth floors of the two towers of the Building.

C.  Under the terms of the Lease, after Substantial Completion (as defined in the Construction Agreement) of the Demised Premises, Landlord and Tenant agreed to confirm, among other things, the actual amount rentable area of the space leased, the Rent Commencement Date, and other economic terms which can only be determined upon Substantial Completion of the Demised Premises.

NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Lease and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.  Recitals.  The foregoing recitals are a material part of this Agreement and are incorporated herein by this reference.

2.  Terms of Declaration Prevail.  The Lease is incorporated herein by this reference.  In the event of any inconsistencies between the terms of this Declaration and the Lease, the terms of this Declaration shall control and take precedence.

3.  Defined Terms.  Unless otherwise provided herein, all capitalized terms used in this Declaration shall have the meanings ascribed thereto in the Lease.
 
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4.  Measurement of Demised Premises.  Landlord and Tenant have determined that the Demised Premises comprise 247,624 rentable square feet of area in accordance with the GWCAR Standard.  Therefore, Article 1 of the Lease is deleted in its entirety, and in lieu thereof the following is substituted:

1.  Landlord does hereby lease and demise unto Tenant, and Tenant does hereby lease from Landlord, 247,624 rentable square feet of space (the “Demised Premises”) on the entire first, second, third, fourth and fifth floors of the two towers of the Building.  The Demised Premises are outlined in red on Exhibit B attached hereto.  The lease of the Demised Premises includes the right, together with other tenants of the Building and members of the public, to use the common public areas of the Building, but includes no other rights not specifically set forth herein.  Any references in this Lease to a dollar amount per square foot of rentable floor area of the Demised Premises shall mean such dollar amount multiplied by the number of square feet of rentable floor area.

5.  Rent Commencement Date.  Landlord and Tenant have agreed that the Rent Commencement Date is March 10, 2000.  Therefore, the first two sentences of Section 2(a) of the Lease are deleted in their entirety, and in lieu thereof the following is substituted:

Subject to the terms and conditions set forth herein, the term (“Term”) of this Lease shall commence on March 10, 2000 (the “Rent Commencement Date”), and shall expire at 11:59 p.m. on March 9, 2010, unless sooner terminated or extended in accordance with the provisions hereof.

6.  Base Rent.  Pursuant to the terms of the Construction Agreement, Landlord and Tenant have determined the Base Rent.  Therefore, the first two sentences of Section 3(a) of the Lease are deleted in their entirety, and in lieu thereof, the following is substituted:

During the Term hereof, commencing on the Rent Commencement Date, Tenant covenants to pay to Landlord monthly, without prior notice or demand therefor, and without any deductions or setoffs whatsoever, a minimum monthly rent (the “Monthly Base Rent”) of one twelfth (1/12th) of the Base Rent times the number of rentable square feet of the Demised Premises as follows:
 
Lease Years One through Three:
$13.66
Lease Years Four through Six:
$14.71
Lease Years Seven through Nine:
$15.84
Lease Year Ten:
$17.06.
 
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7.  Pro Rata Share.  Based on the GWCAR Standard, Landlord and Tenant have determined that the total rentable floor area of the Building is 247,624 square feet.  Therefore the first two sentences of subsection (iv) of Section 4(b) of the Lease are deleted in their entirety, and in lieu thereof, the following is substituted:

“Pro Rata Share” shall initially be one hundred percent (100%) (the ratio of Tenant's rentable floor area divided by 247,624, the total of all rentable floor area of the Building).

8.  Estoppel.  Tenant represents and warrants to Landlord as follows:

(a)  The improvements and space required to be furnished to Tenant under the terms of the Lease and all other matters required to be furnished or performed by Landlord have been completed in all respects in accordance with the terms of the Lease and the Construction Agreement.  Tenant acknowledges that Tenant has had an opportunity to inspect the Demised Premises and accepts the Demised Premises except for the punch list items detailed in Schedule A attached hereto, which shall be completed as provided in said Schedule A.

(b)  Except for the punch list items in Schedule A, all duties of Landlord of an inducement nature have been fulfilled and all other obligations required to be performed or observed by Landlord have been duly and fully performed or observed by Landlord.

(c)  Landlord has not waived the performance or observance by Tenant of any of the terms, covenants, or conditions to be performed or observed by Tenant under the Lease.  Landlord has made no representations or commitments, oral or written, or undertaken any obligations other than as may be expressly set forth in the Lease.

(d)  Except as amended by this Declaration, the Lease continues in full force and effect in accordance with its terms and is enforceable against Landlord and Tenant in accordance with its terms.  No claim, set-off or defense exists for the benefit of Tenant against Landlord in connection with the Lease, and to the extent any claims, set-offs or defenses exist, they are hereby waived and relinquished in their entirety.
 
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Declaration as of the date first above written.

WITNESS OR ATTEST:
 
LANDLORD:
 
         
    ORIX COLUMBIA, INC.,  
      an Illinois corporation  
         
         
  
 
By:
  
[SEAL]
     
Name:
 
     
Title:
 
         
WITNESS OR ATTEST:
 
TENANT:
 
         
    MICROS SYSTEMS, INC.,  
      a Maryland corporation  
         
         
/s/ Kimbery A. Makin
 
By:
/s/ Gary C. Kaufman
[SEAL]
Kimbery A. Makin    
Name: Gary C. Kaufman
 
Executive Assistant    
Title: EVP/CFO
 
 
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SECOND AMENDMENT TO LEASE AGREEMENT

THIS SECOND AMENDMENT TO LEASE AGREEMENT (the “Second Amendment”) is made as of the 26th day of December, 2001, by and between ORIX COLUMBIA, INC, an Illinois corporation (“Landlord"), and MICROS SYSTEMS, INC., a Maryland corporation (“Tenant”).

RECITALS

A.  Landlord and Tenant entered into that certain Lease Agreement dated as of August 17, 1998 (the “Original Lease”), as amended by that certain First Amendment to Lease Agreement (the "First Amendment") dated as of October 27, 1999, and the certain Declaration (the "Declaration") dated March 9, 2001, for approximately 247,624 square feet of space (the "Demised Premises") comprising all of the rentable area in a five-story office building (the "Building") constructed for Tenant's headquarters on certain land (the “Land”) described in Exhibit I-A of the First Amendment in an office park development known as “Columbia Gateway” in Columbia, Maryland.  The Lease Agreement as amended by the First Amendment, and the Declaration is hereinafter referred to as the "Lease."

B.  Tenant has certain option and expansion rights with respect to certain space in a possible future office building (“Building Two”) on the Building Two Land (as defined in Exhibit 1-A of the First Amendment).

C.  Landlord and Tenant desire to amend the Lease to modify Tenant’s option and expansion rights with respect to Building Two.

D.  All capitalized terms herein shall have the meaning ascribed thereto in the Lease unless otherwise specifically defined herein.

NOW, THEREFORE, FOR AND IN CONSIDERTATION of the entry into this Second Amendment by the parties hereto, and for the good other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1.  Recitals.  The foregoing recitals are in all respects true and correct and are incorporated herein by reference in their entirety.

2.  Article 51.  Effective as of the date hereinabove first written, Article 51 of the Original Lease shall be deleted in its entirety and the following shall be substituted therefore:
 

 
Article 51
 
EXTENSION OPTION

If ORIX Columbia Maryland, Inc. an Illinois corporation (“Building Two Owner”), and Tenant (or any successor-in-interest under Parcel T-1 Agreement (as defined herein) which would qualify as a Permitted Transferee under this Lease), as contemplated by that certain Agreement Regarding Development of Parcel T-1 dated as even date herewith (“Parcel T-1 Agreement”), enter into both (i) a binding construction agreement for the construction of Building Two (the “Building Two Construction Agreement”),and (ii) a binding lease agreement (the “Building Two Lease”) for the lease of not less than fifty thousand (50,000) contiguous square feet of rentable area in Building Two (the “Building Two Space”) for a term, commencing upon delivery of the Building Two Space, of not less than 10 years, then, in such event, and provided that Tenant (or a Permitted Transferee) is the tenant under this Lease as of the effective date of the Building Two Construction Agreement and the Building Two Lease (but not otherwise), this Lease shall be amended to extend the initial ten (10)-year term to a date which is ten (10) years from the date of delivery of the Building Two Space.  The Base Rent payable for the Demised Premises in the Building for the Lease Years beyond the original ten (10)-year Term shall continue to be escalated at the rate of seven and 69/100 percent (7.69%) every three years.”

It is the intention and agreement of the parties that the automatic extension of the Term of the Lease provided for in Article 51 of the Original Lease (as amended above in this Paragraph 2 of this Second Amendment) shall only occur if the entry by Tenant and Building  Two Owner into Building Two Construction Agreement and the Building Two Lease is initiated, negotiated and consummated in strict accordance with all of the specific deadlines, terms and conditions which govern the right of Tenant to exercise its option to expand into Building Two Expansion Space (as such term was defined in Section 51(a)(1) of the Original Lease) under Article 51 of the Original Lease, but not otherwise.

3.  Article 52.  Effective as of the date hereinabove first written, Article 52 of the Original Lease shall be deleted in its entirety and the following shall be substituted therefore:

Article 52

RIGHT OF FIRST OFFER FOR AVAILABLE SPACE
 
52(a).  If Tenant (or any successor-in-interest under Parcel T-1 Agreement which would qualify as a Permitted Transferee under this Lease), as contemplated by the Parcel T-1 Agreement, enter into both (i) the Building Two Construction Agreement and (ii) the Building Two Lease for the Building Two Space, then, in such event, and provided that Tenant (or a Permitted Transferee) is the tenant under this Lease as of the effective date of the Building Two Construction Agreement and the Building Two Lease (but not otherwise), Tenant shall have a right of first offer in accordance with the terms of this Article for any remaining space in the Building that becomes available after the initial leasing thereof.  As used herein, the term “Available Space” shall mean any space in the Building for which the current lease expires or is otherwise terminated.  Available Space shall not include space which is (i) assigned or subleased by the current tenant of the space; (ii) re-leased by the current tenant of the space by renewal, extension, or renegotiation; (iii) subject to a specific expansion right, right of first refusal, or right of first offer of another tenant in the Building unless and until such tenant shall have failed to timely exercise its option.
 
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52(b).  At lease ten (10) months before any Available Space will be vacant (or earlier if a lease thereof is terminated before the expiration of its term), Landlord shall notify Tenant in writing of the amount of Available Space and the financial terms upon which it is being offered to prospective tenants.  Tenant shall have fifteen (15) days after its receipt of such notification to inform Landlord that it will lease the Available Space upon the terms offered by the Landlord.  If within such fifteen (15)-day period, Tenant fails to so inform Landlord or to inform Landlord that it does not intend to lease such space, then Tenant’s right to lease the Available Space shall expire, and Landlord shall be free to lease such space to any third party upon terms no more favorable than those offered to Tenant.  If Tenant accepts Landlord’s offer, Tenant must lease all of the Available Space offered.

52(c).  If within one hundred eighty (180) days after Landlord first notified Tenant of any Available Space, such Available Space remains unleased, Landlord shall again inform Tenant that the Available Space still exists and the financial terms upon which it is then being offered to prospective tenants.  Tenant shall have shall have fifteen (15) days after its receipt of such notification to inform Landlord that it will lease the Available Space upon the terms offered by the Landlord.  If Tenant fails to so inform Landlord or to inform Landlord that it does not intend to lease such space, then Tenant’s right to lease the Available Space shall expire, and Landlord shall be free to lease such space to any third party upon terms no more favorable than those offered to Tenant.  Tenant’s right of first offer under this Article shall be reinstated every one hundred eighty (180) days until the Available Space is leased.

52(d).  The term of the lease for the Available Space shall commence on the date that Landlord delivers the Available Space to Tenant for occupancy (the “Available Space Commencement Date”) and shall expire upon expiration of the Term unless Landlord and Tenant agree otherwise; however, if the previous tenant or occupant of all or any portion of the Available Space holds over or otherwise refuses to surrender or vacate such space on or before the date such space was to be made available to Tenant, Landlord shall not be liable to Tenant for any wrongful holdover by such tenant or occupant.  In such event, the date on which Tenant is obligated to commence payment of Monthly Base Rent in respect of such Available Space shall be postponed by the sum of the number of days required for Landlord to obtain and deliver to Tenant possession of such space.

52(e).  Within fifteen (15) days after Tenant’s notification to Landlord that Tenant will lease the Available Space, Landlord shall prepare and submit to Tenant an addendum to this Lease incorporating such space as part of the Demised Premises and the financial terms of the accepted offer into this Lease.  In all other respects, the terms and conditions of this Lease shall remain in effect and shall apply to the Available Space leased.  If Tenant does not execute such addendum within fifteen (15) days of its receipt of the same, then, at Landlord’s option, Tenant’s rights to lease the Available Space shall be null and void and of no further force and effect.
 
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52(f).  At Landlord’s option, Tenant shall have no right to lease the Available Space, if any of the following are true either at the time Tenant send to Landlord notice of Tenant’s exercise of its intention to lease the Available Space or on the Available Space Commencement Date: (i) the Lease has been terminated (either at the time of sending notice or on the Available Space Commencement Date); (ii) an Event of Default has occurred or an event has occurred which with the giving of notice would constitute an Event of Default; (iii) Tenant or its Permitted Transferees do not occupy at least 200,000 rentable square feet of the Demised Premises; or (iv) there has been a material adverse change in Tenant’s net worth since the date this Lease was originally executed and delivered .  At such time as Tenant sends notice to Landlord of its intent to exercise its right to lease the Available Space, Tenant shall be bound to lease such space on the terms set forth in this Article.  If Tenant shall not be entitled to exercise such right to lease Available Space because of the foregoing provisions of this subsection, such right shall be rendered void and of no force and effect.

52(g).  The right of first offer under this Article is personal to Tenant and its Permitted Transferees and may not be exercised by an assignees or subtenants of Tenant or its Permitted Transferees, whether or not Landlord has consented to such assignment or subletting.”
 
It is the intention and agreement of the parties that Tenant’s right of first offer provided for in Article 52 of the Original Lease (as amended above in Paragraph 3 of this Second Amendment) shall only come into existence if the entry by Tenant and Building  Two Owner into Building Two Construction Agreement and the Building Two Lease is initiated, negotiated and consummated in strict accordance with all of the specific deadlines, terms and conditions which govern the right of Tenant to exercise its option to expand into Building Two Expansion Space (as such term was defined in Section 51(a)(1) of the Original Lease) under Article 51 of the Original Lease, but not otherwise.

4.  Counterparts.  This Second Amendment may be executed in any number of identical counterparts, any or all of which may contain the signatures of fewer than all of the parties but all of which shall be taken together in a single document.

5.  Effect of This Second Amendment.  As expressly amended hereby, the Lease shall remain in full force and effect and fully binding upon the Landlord and its successors and assigns and the Tenant and its permitted successors and assigns.  In the event of any conflict between the terms of the Lease and the terms of this Second Agreement, the terms of this Second Amendment shall govern.

6.  Governing Law.  This Second Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Maryland, without regard to the conflicts of law principles thereof.
 
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IN WITNESS WHEREOF, each party hereto has executed this Second Amendment by its duly authorized representative as of the day, month and year first above written.


 
ORIX COLUMBIA, INC.
 
           
 
By:
   
 
Name:
   
 
Title:
   
           
           
           
 
MICROS SYSTEMS, INC.
 
           
 
By:
     
 
Name:
   
 
Title:
   
 
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THIRD AMENDMENT TO LEASE AGREEMENT

THIS THIRD AMENDMENT TO LEASE AGREEMENT (the “Third Amendment”) is made as of the 1st day of March, 2006, by and between COLUMBIA GATEWAY OFFICE CORPORATION, a Delaware corporation (“Landlord”), and MICROS SYSTEMS, INC., a Maryland corporation (“Tenant”).

RECITALS

A.  Landlord (as successor-in-interest to Orix Columbia, Inc.) and Tenant entered into that certain Lease Agreement dated as of August 17, 1998 (the “Original Lease”), as amended by that certain First Amendment to Lease Agreement (the “First Amendment”) dated as of October 27, 1999, that certain Declaration (the “Declaration”) dated as of March 9, 2001 and that certain Second Amendment to Lease Agreement dated as of December 26, 2001, for 247,624 rentable square feet ("RSF") of space (the “Demised Premises”) comprising all of the rentable area in a five-story office building (the “Building”) constructed for Tenant’s headquarters on certain land (the “Land”) described in Exhibit I-A of the First Amendment in an office park development known as “Columbia Gateway” in Columbia, Maryland.  The Lease Agreement, as amended by the First Amendment, the Declaration and the Second Amendment, is hereinafter referred to as the “Lease.”

B.  Landlord and Tenant desire to enter into this Third Amendment for the purpose of extending the Term of the Lease, upon the terms and conditions set forth hereinbelow.

C.  All capitalized terms herein shall have the meaning ascribed thereto in the Lease unless otherwise specifically defined herein.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the entry into this Third Amendment by the parties hereto, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1.  Recitals.  The foregoing recitals are in all respects true and correct and are incorporated herein by this reference in their entirety.

2.  Term.  Effective as of March 1, 2006, the Term of the Lease shall be extended so as to be comprised of a ten (10) year period commencing March 1, 2006 and expiring at 11:59 p.m. on February 28, 2016.  All references to the "Term" in the Lease shall hereafter be deemed to mean and refer to the Term, as so extended by this Third Amendment.

3.  Base Rent.  Effective as of March 1, 2006 and continuing throughout the balance of the Term (as extended hereby), the calculation of the annual Base Rent and Monthly Base Rent payable by Tenant to Landlord under the Lease shall be changed from being based upon the rates set forth in Paragraph 6 of the Declaration to the rates and amounts set forth immediately below for the indicated periods of the Term:

Period
Base Rent Per RSF Per Annum
Monthly Base Rent
3/1/06-3/31/06
$14.71
$303,545.75
4/1/06-2/28/07
$15.00
$309,530.00
3/1/07-2/29/08
$15.00
$309,530.00
3/1/08-2/28/09
$15.00
$309,530.00
3/1/09-2/28/10
$17.00
$350,800.67
3/1/10-2/28/11
$17.00
$350,800.67
3/1/11-2/29/12
$17.00
$350,800.67
3/1/12-2/28/13
$17.50
$361,118.33
3/1/13-2/28/14
$18.00
$371,436.00
3/1/14-2/28/15
$18.00
$371,436.00
3/1/15-2/29/16
$18.00
$371,436.00
 

 
  4.  Additional Rent.  Effective as of March 1, 2006 and continuing throughout the balance of the Term (as extended hereby), Tenant shall continue to be obligated to pay, monthly in advance, as Additional Rent, Tenant’s Pro Rata Share (i.e., 100%) of Operating Expenses (based upon Estimated Operating Expenses), all as contemplated by and provided for in Articles 4 and 5 and the other relevant provisions of the Lease.

5.  Counterparts.  This Third Amendment may be executed in any number of identical counterparts, any or all of which may contain the signatures of fewer than all of the parties but all of which shall be taken together as a single instrument.

6.  Effect of This Third Amendment.  As expressly amended hereby, the Lease shall remain in full force and effect and fully binding upon the Landlord and its successors and assigns and the Tenant and its permitted successors and assigns.  In the event of any conflict between the terms of the Lease and the terms of this Third Amendment, the terms of this Third Amendment shall govern.

7.  Governing Law.  This Third Amendment shall be governed by and construed in accordance with the internal laws of the State of Maryland, without regard to the conflicts of law principles thereof.

IN WITNESS WHEREOF, each party hereto has executed this Third Amendment by its duly authorized representative as of the day, month and year first above written.
 
 
COLUMBIA GATEWAY OFFICE CORPORATION
 
           
 
By:
   
 
Name:
   
 
Title:
   
           
           
           
 
MICROS SYSTEMS, INC.
 
           
 
By:
     
 
Name:
   
 
Title:
   
 
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