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SECOND AMENDMENT
TO GROUND LEASE AGREEMENT
THIS AMENDMENT made as of
the 5th day of January, 2007, between RENSSELAER POLYTECHNIC
INSTITUTE , a New York Educational Corporation with an office
at 100 Jordan Road, Troy, NY 12180 ("Landlord"), and MAPINFO
REALTY LLC , a New York limited liability company having its
corporate office at 1 Global View, Troy, NY 12180 ("Tenant")
(collectively the "Parties")
R E C I T A L S
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A. Landlord and MapInfo Corporation have entered into a certain
Ground Lease Agreement dated January 31, 2001 and amendment thereto
dated November 20, 2001("Ground Lease") covering Lot 21B Global
View in the Rensselaer Polytechnic Park, North Greenbush, New York,
a memorandum of which is recorded in the Rensselaer County Clerk's
Office on August 17, 2001 in Roll 274 Frame 1576.
B. MapInfo Corporation has assigned its interest in the Lease to
Tenant pursuant to a certain Assignment and Assumption of Lease
Agreement dated December 21, 2001 and recorded in the Rensselaer
County Clerk's Office on January 7, 2002.
C. Except as otherwise set forth in this Amendment the defined
terms as set forth in the Ground Lease are incorporated herein.
D. Simultaneous with the execution of this Amendment, Tenant
will have purchased from Landlord the Existing Building on the land
known as Lot 21A Global View in the Rensselaer Polytechnic
Institute Technology Park, North Greenbush, New York ("Land") and
the Parties hereto desire to incorporate the Land to be part of the
Premises under the Ground Lease covering Lot 21B Global View in the
Rensselaer Polytechnic Institute Technology Park, North Greenbush,
New York and to further amend the Ground Lease as hereinafter set
forth such that the existing buildings located on Lots 21A and 21B
Global View in the Rensselaer Polytechnic Institute Technology
Park, North Greenbush, New York, both owned by Tenant will be
subject to the terms and provisions of the Ground Lease as amended
by this Amendment.
NOW, THEREFORE , in
consideration of the additional Base Rent in the amount of One
Million Eight Hundred Three Thousand Three Hundred Sixty and 00/100
U.S. Dollars ($1,803,360.00) in hand paid by Tenant to Landlord,
the foregoing recitals and the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:
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1. In addition to Lot 21B Global View consisting of 16.192 acres
as described in Exhibit "A" as amended, from and after the date
hereof, the Premises as defined in Section 1.01 of the Ground Lease
shall include the premises known as Lot 21A Global View in the
Rensselaer Polytechnic Institute Technology Park, North Greenbush,
New York, as more particularly described in Exhibit "A-1" attached
hereto.
2. The Expiration Date for the Initial Term is revised to June
30, 2053.
3. Section 3.01 is hereby amended to include the following words
at the end of such section: "provided, however, during the school
year beginning in September 2007 and ending in June 2008 (the
"2007-2008 School Year"), the P
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