EXHIBIT 10.8.3
FIFTH AMENDMENT TO
CARBIDE CENTER LEASE
THIS AMENDMENT, made as of June 30, 1994, between UNION
CARBIDE CORPORATION (formerly known as UNION CARBIDE CHEMICALS
AND PLASTICS COMPANY INC.), a New York corporation having offices
at 39 Old Ridgebury Road, Danbury, Connecticut 06817
("Landlord"), and PRAXAIR, INC. (formerly known as UNION CARBIDE
INDUSTRIAL GASES INC.), a Delaware corporation having offices at
39 Old Ridgebury Road, Danbury Connecticut 06817 ("Tenant"),
W I T N E S S E T H:
WHEREAS, by Danbury Lease Agreement dated as of January 1,
1989, as modified by First Amendment of Lease dated as of June 1,
1989, Second Amendment of Lease dated as of October 24, 1990,
Third Amendment to Carbide Center Lease dated as of June 4, 1992,
and Fourth Amendment to Carbide Center Lease dated as of July 1,
1992 (collectively, the "Lease"), Landlord has leased to Tenant
certain office space in the building known as Carbide Center,
Danbury, Connecticut, as more particularly identified in the
Lease (the "Demised Premises"); and
WHEREAS, Landlord is the tenant of Danbury Buildings,
Inc.("Overlandlord"); and
WHEREAS, the parties wish to amend the lease to clarify the
computation of the Base Rent and the Additional Rent;
NOW, THEREFORE, in consideration of the Lease and the mutual
undertakings set forth herein, Landlord and Tenant hereby amend
the Lease effective as of July 1, 1992 as follows:
1. Section 1.03(a): The Base Rent, as set forth in
Section 1.03(a) of the Lease, shall be modified by deleting
Exhibit C-3 from the Lease and Exhibit C-4 attached hereto shall
be substituted in place thereof.
2. Section 3.06(a): Section 3.06(a) shall be modified by
adding the following subdivision:
"(vii) costs incurred after April 30, 1994 by Landlord,
after reasonable consultation with Tenant, that do not
otherwise qualify hereunder as Operating Expenses and
that result in, and are directly related to, a net
decrease in aggregate related Operating Expenses for
the Building, as reasonably justified by Landlord, at
least equivalent to such costs in the year incurred or
thereafter (but not to exceed twenty-four (24)
months)."
3. Section 3.06: Delete subdivision (d) of Section 3.06.
4. Section 3.07: Section 3.07 of the Lease shall be
modified to read as follows:
"3.07 Landlord shall furnish to Tenant on or about
December 15 of each year a statement setting forth (i)
the estimated Operating Expenses for the forthcoming
Operational Year, and (ii) Tenant's Proportionate Share
of the Operating Expenses for the Operational Year
(computed on the basis of such estimate). Tenant shall
pay to Landlord, together with each monthly installment
of Base Rent, an amount equal to one-twelfth (1/12th)
of Tenant's Proportionate Share of Operating Expenses
as so estimated. Landlord shall furnish to Tenant as
soon as practicable following the close of each
Operational Year a detailed statement setting forth
with respect to such Operational Year (i) the actual
amount of the Operating Expenses, and (ii) the actual
amount of Tenant's Proportionate Share of Operating
Expenses, adjusted to reflect the payments on account
theretofore made by Tenant; and within thirty (30) days
after receipt of such statement, Tenant shall pay to
Landlord the amount so shown to be payable by Tenant.
The Operating Expenses for any Operational Year which
is only partly within the Term shall be prorated.
Landlord shall refund to Tenant any overpayment of
Operating Expenses for any Operational Year within
thirty (30) days after presentation of Landlord's
statement of actual Operating Expenses or as soon as
practicable after any termination of this Lease."
5. Section 3.09: In Section 3.09 of the Lease, line 3,
delete "any increase in."
6. Section 3.10 (New): The following provision shall be
added to the Lease:
"3.10 Landlord shall inform Tenant within a reasonable
period prior to (i) adopting annual operating budgets
(commencing not later than October 30 in each
Operational Year), (ii) extending or executing major
service agreements (viz., involving annual payments
exceeding $100,000) or (iii) incurring extraordinary
expenses (viz., exceeding $100,000) with respect to
Operating Expenses. Such annual budgets shall be based
upon reasonable, documented cost estimates."
7. Section 3.11 (New): The following provision shall be
added to the Lease:
"3.11 On or before November 1, 1994, Tenant shall have
the right to assume or decline, for the 1995
Operational Year and the balance of the Term,
responsibility for those Operating Expenses comprising
Tenant Services, as identified on Schedule I attached
hereto; provided, however, that (i) Tenant shall give
Landlord reasonable notice of any Tenant Services work
it performs in excess of $2,000.00 per job, (ii) any
Tenant Services work shall conform to Building standard
as to materials and workmanship, (iii) Tenant shall be
liable for any damage to the Building due to such work,
except to the extent of Landlord's negligence or
willful misconduct, and (iv) Landlord and Tenant shall
each promptly notify the other in writing of its
representative with respect to all matters concerning
Tenant Services. As to any safety or environmentally
related items of Tenant Services, if Tenant does not
perform any necessary repairs within forty-eight (48)
hours after written notification from Landlord,
Landlord may do so and invoice Tenant for the
reasonable costs of such work. At the request of
Tenant, after December 31, 1994, as to those Tenant
Services for which Tenant has assumed responsibility,
Landlord shall perform such Tenant Services on a
project basis at a mutually agreed upon cost in each
instance."
8. Section 12.03 (New): The following provision shall be
added to the Lease:
"12.03 Tenant shall have the right to use all
telecommunications and computer wiring in the Building
which now services the Demised Premises or the Linde
Data Center located at 55 Old Ridgebury Road, Danbury,
Connecticut (the "Linde Data Center"), to install its
own telephone switching equipment for the Demised
Premises and the Linde Data Center in Landlord's N-0
telephone room and to use the telecommunications cables
located between (i) Old Ridgebury Road and the Linde
Data Center, (ii) the Linde Data Center and the
Building, and (iii) Old Ridgebury Road and the
Building. Further, Tenant shall have the right to
repair and replace, or cause to be repaired and
replaced, any such telecommunications and computer
wiring, switching equipment or cables. Landlord shall
cooperate fully to permit Tenant to receive
telecommunications service at the Demised Premises and
the Linde Data Center."
9. Tenant hereby acknowledges that Landlord is not
required by the Lease and does not intend to seek the consent of
Overlandlord with respect to this Amendment.
10. Landlord shall inform Tenant in advance of any
modifications of the Prime Lease with Overlandlord and Landlord
shall give to Tenant a reasonable opportunity to benefit from any
transaction with Overlandlord reducing Landlord's payments to
Overlandlord. Tenant will take no benefit under the Lease from
any decrease in Landlord's payments of Basic Rent, Additional
Rent or other amounts to Overlandlord unless Tenant has
contributed in a mutually agreed proportionate amount to the cost
of obtaining any such decrease. As used herein, "cost" shall
include all costs and expenses incurred by Landlord and related
to such reductions, whether paid to Overlandlord or to others,
including but not limited to, prepayments of Basic Rent or
Additional Rent and payment of transaction costs such as
underwriting fees, legal fees, appraisal fees, survey fees,
brokers' fees, or otherwise, of any nature whatsoever, whether
similar or dissimilar to the foregoing.
11. All terms which are defined in the Lease shall have the
same meaning when used herein.
12. Except as otherwise provided herein, the Lease shall
remain in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this
Amendment by their duly authorized officers as of the day and
year first above written.
UNION CARBIDE CORPORATION
By: Robert F.X. Fusaro
Attorney-in-Fact
PRAXAIR, INC.
By: David H. Chaifetz
Vice President
EXHIBIT C-4
Base Rent
Period Base Rent ($/Month)
1. July 1992 $221,020.10
through December 1996
2. January 1997 through $268,909.27
December 2001
3. January 2002 through $327,213.00
December 2006
SCHEDULE I
Tenant Services
1. Repair chairs/furniture
2. Jammed cabinet/desk drawers
3. Repair baseboards
4. Adjust and/or repair ceiling panels
5. Close and lost windows
6. Repair/replace carpet and floor tiles
7. Repair doors/latches for offices, closets and
conference rooms
8. Repair furniture locks
9. Brushlon and vinyl repair
10. Tripping hazards
11. Missing/broken outlet covers
12. Hang pictures
13. Pendaflex frames
14. Extension cords
15. Adjust chairs
16. Relamping/no power call-lights
17. Replace sprinkler caps
18. Temperature complaints where HVAC meets Lease standard
19. Faucet leaks in K-1, K-2, M-1 and M-2 support areas
20. Restroom repairs caused by improper use of Tenant's employees