8-K - 03-28-06


    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 3601 West
      76th
      Street,
      Edina, Minnesota 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 Suite 300 and Suite 500 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”):

    


    Suite
      200
      - all three (3) areas

    Suite
      300


    Suite
      400
      - 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
      Suite
      500 and Suite 600 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. Suite
      500 Improvements; Temporary Use of Suite 400.
      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.

    


     

    
      	 	
              CENTENNIAL
                LAKES III, L.L.C., by 

              United
                Properties LLC, its Manager 

            
	 	 
	 	 
	 	
              By:
                ________________________________________

            
	 	
              
                Its:
                  ________________________________________

              

            
	 	 
	 	
              By:
                ________________________________________

            
	 	
              
                Its:
                  ________________________________________

              

            


    

    


     

    
      	 	
              ANALYSTS
                INTERNATIONAL CORPORATION

            
	 	 
	 	 
	 	
              By:
                ________________________________________

            
	 	
              Its:
                ________________________________________

            
	 	 
	 	
              By:
                ________________________________________

            
	 	
              Its:
                ________________________________________