Exhibit 10.32


 


PLUG-IN EQUIPMENT LEASE AGREEMENT


 


THIS AGREEMENT OF EQUIPMENT LEASE (“Agreement”)
EXECUTED AT HYDERABAD, on this 22nd day of April, 2004:


 


BETWEEN


 


Mrs. T. Jhansi Reddy W/o Mr. T. Devendar
Reddy, Aged about 39 years, R/O, 8-2-269/27/B Road No.
2 Banjara Hills, Sagar Society, Hyderabad, hereinafter called the Owner, which expression shall, unless to
context otherwise requires, mean to include her legal heirs, legal
representatives and successors-in-interest) of the one part.


 


AND


 


M/s STC Systems Private Limited,
a company incorporated under the Companies Act, 1956, having its Registered office at Hyderabad. Represented by Mr. Barry Plaga, CFO of SeeBeyond Technology
Corporation, hereinafter called the “Hirer”, which expression shall, unless the context otherwise
requires, mean to include its successors, assigns and successors-in-interest)
of the other part.


 


(the Owner and the Hirer, the “Parties”)


 


WHEREAS:


 


A.                                   The
Hirer, for the purpose of carrying on its proposed computer software development
business, has entered into arrangements with Mr. T. Devendar Reddy for lease to
the Hirer of the premises owned by him comprising the whole of the building
bearing No. 8-2-120/77/4B containing
in admeasurement 21642 Sq. Ft.  [built-up
/ carpet] area and situate Opposite Chiran Palace, Road No. 2 Banjara Hills,
Hyderabad (“Leased Premises”) for
the term and on the terms and conditions contained in the Lease Agreement dated
22nd day of April, 2004 entered into between the Hirer and Mr. T.
Devendar Reddy (“Lease Agreement”).


 


B.                                     The
Hirer needs the various items of equipment listed in the Schedule hereto
(“Plug-In Equipment”) to the fitted or installed or set-up on or
in or to the Leased Premises for it to carry on its computer software
development business and the Owner has agreed to install the Plug-In Equipment
by completing the Fit-Out Work (as defined below).


 


C.                                     The Owner is the absolute owner of the
Plug-In Equipment and has offered to make the Plug-In Equipment available in
duly fitted/installed/set-up and ready to use condition on hire to the Hirer
for a monthly rent of Rs. 389,556/- (Rupees Three Lacs Eighty Nine Thousand
Five Hundred and Fifty Six Only) per month, and both the Parties


 
















 


hereto have agreed to reduce the terms and
conditions agreed upon by them in to writing being these presents.


 


NOW THIS AGREEMENT FOR LEASE WITNESSETH AS
FOLLOWS:


 


1.                                       In
consideration of the payment by the Hirer of the Rent and on the covenants,
conditions and stipulations hereinafter contained, the Owner hereby grants unto
the Hirer the Plug-In Equipment in duly fitted/installed/set-up and ready to
use condition on lease.  The lease
payments shall commence on a pro-rata basis on handing over possession of each
floor to the satisfaction of Hirer.  The
Ground Floor possession should be handed over to the Hirer within 15 days after
the signing of the above referenced Premises Lease Agreement (with Mr. T.
Devendar Reddy) if all conditions required by Owner herein are satisfied.


 


2.                                       Promptly
following the execution of this Agreement, the Owner will begin the
installation of the Plug-In Equipment in accordance with the specifications and
layout given by the Hirer (“Fit-Out Work”)
and will use all reasonable efforts and take all reasonable actions to complete
the Fit-Out Work within 60 days following the date hereof.


 


3.                                       Each
of the Parties hereto agrees that the lease of the Plug-In Equipment shall
commence from such date (“Commencement Date”)
on which each of the following conditions has been satisfied or waived in
writing by the Hirer.


 


(a)                                  The Owner has
completed the Fit-Out Work and the Hirer has certified in writing to the Owner
that the Plug-In Equipment is in ready-to-use condition; and


 


(b)                                 The owner of the
Leased Premises has completed the works on the Leased Premises as per the terms
and conditions of the Lease Agreement to the satisfaction of the Hirer and the
Leased Premises are ready to be used for occupation by the Hirer for the
purposes of carrying on its computer software development business.


 


4.                                       The term of the
lease of the Plug-In Equipment shall be co-terminus with the term of lease of
the Leased Premises.


 


5.                                       From
the Commencement Date until the termination of this lease, the Hirer shall pay
to the Owner an amount of Rs. 3,89,556 (Rupees Three Lacs Eighty Nine Thousand
Five Hundred and Fifty Six only) per month. 
The first rental shall be prorated based on the number of days remaining
in the calendar month in which the Commencement Date occurs, and shall be paid
by the Hirer within five (5) days of the Commencement Date.  The Rent for the period thereafter shall be
paid by the Hirer to the Owner in advance on or before the fifth (5) day of
each calendar month.  The Hirer shall
comply with the provisions of the Income-tax Act, 1961 as to deduction of tax
at source on the amount of the Rent and shall issue certificates of tax
deduction at source to the Owner.


 
















 


6.                                       The
Hirer shall pay to the Owner on the Commencement Date an amount of Rs.46,74,672
(Rupees Forty Six Lacs Seventy Four Thousand Six Hundred Seventy Two only) by
way of an interest free security deposit (hereinafter referred to as the “Security Deposit”).  The Security Deposit shall not be adjusted
towards the Rent and shall be refunded by the Owner to the Hirer forthwith at
the time of the Hirer vacating the Leased Premises after deducting any
outstanding dues. Lessor agrees to furnish an irrevocable Bank Guarantee for
Rs.46,74,672 (Rupees Forty Six Lacs Seventy Four
Thousand Six Hundred Seventy Two only) within ten days of the signing of the
lease agreement from a nationally recognized banking institution. Said Bank
Guarantee shall remain in force until the termination of this Lease Agreement
and the Hirer can revoke the Bank Guarantee in case the Security deposit is not
lawfully paid by the Owner.


 


4.                                       The
Owner hereby acknowledges the receipt of the Security Deposit paid by the Hirer
by way of Check Number
           In The
Amount of           .


 


8.                                       The
Hirer shall pay all the consumption charges in regard to the Plug-In Equipment
namely EPABX, Genset, A/c’s, Lift, Vending Machines, and Access Control Systems
periodically and shall produce proof of the same at the time of vacating the
Leased Premises.


 


9.                                       The
Owner shall be responsible to pay all taxes, cesses and charges levied on and
demanded of the Plug-In Equipment, the Fit-Out Work or the lease of Plug-In
Equipment by any Governmental authority including but not limited to any lease
tax, sales tax on rental income or service tax.


 


10.                                 The
Hirer shall abide by and comply with, at its own costs, all the bylaws and
rules and conditions of the Municipal corporation of Hyderabad, and all other
orders, directions and notifications issued by the said authorities or by any
other local body or government or authority in so far as they relate to the use
or manner of use of the Plug-In Equipment and are specifically required to be
observed by the Hirer.


 
















 


11.                                 The
Hirer shall use the Plug-In Equipment only for the authorized business purposes
of itself and of its affiliates, associates or sister concerns and shall ensure
that its use and enjoyment of the Plug-In Equipment will not result in
contravention of any law, rule, or regulation.


 


12.                                 The
Hirer shall not use or permit to be used the Plug-In Equipment or any part
thereof for activities which are prohibited by law.  The Hirer shall observe, abide by and comply
with, at its own costs, all the rules, regulations, directions, and orders
issued by any Governmental authorities in respect to the use of the Plug-In
Equipment.


 


13.                                 The
Parties agree that this Agreement shall not be terminable by the Owner or the
Hirer during the continuance the Lease Agreement (subject to provision 18
herein).  If for any reason other than
due to a breach by the Owner of any of her implied or express representations,
warranties, covenants or other obligations or subject to provision 18 the Hirer
terminates this Agreement during the currency of the Lease Agreement, the Owner
shall be entitled to forfeit the Security Deposit.


 


14.                                 The
Owner undertakes that during the continuance of this Agreement;


 


(a)                                  She will not create
or permit to be created any encumbrances over the Plug-In Equipment or create
or permit to be created any third party interests;


 


(b)                                 She will not sell or
transfer any of her right, interest or title to the Plug-In Equipment to any
person other than lease created under this Agreement in favour the Hirer;


 


(c)                                  She will continue to
have good right and full authority to grant the lease to the Hirer;


 


(d)                                 She will permit the
Hirer, its affiliates, associates and sister concerns to peacefully and quietly
hold, possess and enjoy the Plug-In Equipment without any eviction,
interruption, disturbance, claim or demand whatsoever by her or anyone claiming
under or in trust for her;


 


(e)                                  She will pay any and
all present and future taxes, rates and other impositions payable in respect of
the Plug-In Equipment and not to allow the same to fall in arrears;


 


(f)                                    She will not do
anything to the Plug-In Equipment which is likely to render the Plug-In
Equipment unfit for use by the Hirer or its affiliates, associates and sister
concerns or which would in any manner whatsoever effect the rights of the Hirer
under this Agreement; and


 


(g)                                 She shall keep the
Plug-In Equipment fully insured against all risks at her own cost.


 
















 


15.                                 The
Hirer shall be responsible for the proper maintenance of the Plug-In Equipment
after the lapse of the warranty period. 
The Hirer shall arrange for periodical maintenance that is normal and in
line with the practice with reference to the items of equipment that comprise
the Plug-In Equipment.  Upon the expiry
of the lease, the Owner shall be responsible to recover the Plug-In Equipment
from the Leased Premises and shall make her own arrangements in this regard
with the owner of the Leased Premises.


 


16.                                 The
Hirer shall repair at its own cost and expense, any damage to the Plug-In
Equipment, which does not arise from normal wear and tear, if and to the extent
that such damage is caused by any act or default on the part of the Hirer, its
servants, agents or visitors or by reasons of any breach by the Hirer of any
covenants herein contained.


 


17.                                 The
Hirer shall permit the Owner and her duly authorized agents with or without the
workmen and others at all reasonable times of the day with three (3) days prior
notice to view the state or condition of the Plug-In Equipment and to do any
repairs to the Plug-In Equipment.


 


18.                                 The
Hirer is entitled and permitted to assign, alienate underlet or sublet the
Plug-In Equipment or any part thereof or part with possession of the Plug-In
Equipment.  The Hirer shall not create
any charge, mortgage, lien or otherwise deal with the Plug-In Equipment or any
part thereof to anybody whatsoever. 
Additionally the Hirer shall be entitled to allow its affiliates, sister
concerns or associates to use the Plug-In Equipment with a prior intimation to
the Owner.


 


19.                                 The
Owner hereby confirms that (a) she is the sole legal and beneficial owner of
the Plug-In Equipment; (b) the Plug-In Equipment is free from any encumbrances
or third party interests; (c) she has power and authority to enter into this
Agreement; (d) the Plug-In Equipment can be used for the business activities of
the Hirer; and (e) there are no orders of court, pending litigation etc.,
restraining her from entering into the said Agreement.


 


20.                                 The
Owner shall keep the Hirer indemnified against all expenses, costs, claims,
damage and costs and loss arising form any breach of any of the Owner’s
representations, warranties or undertakings in this Agreement or her failure to
perform any of her obligations under this Agreement, or any act or omission of
the Owner, or her workers, contractors or agents or any other person with the
actual or implied authority of the Owner.


 


21.                                 Any
notice or other communication given under or pursuant to this Agreement
(“Communication”) shall be in writing and in the English language and shall be
made or delivered to the appropriate addresses and facsimile numbers set forth
below (or as otherwise notified by that Party hereunder):


 
















 


Owner:


 


Mrs. T. Jhansi Reddy,


8-2-269/27/B


Sagar Society,


Road No. 2, Banjara Hills,


Hyderabad


 


Hirer:


 


STC Systems Private Limited


 


 


Attention: India Company manager


 


Additionally all communication must be copied to SeeBeyond Technology
in the United States to the attention of the General Counsel and the Chief
Financial Officer.


 


Any Communication may be delivered personally or by prepaid post, or
facsimile transmission and shall be deemed to have been served (i) if by
personal delivery, at the time of delivery; (ii) if by private courier, within
three (3) days after sending to an address in India, and within seven (7) days
after sending to an address outside India; and (iii) if by facsimile
transmission, at the time of transmission if successful transmission is
confirmed by a transmission report generated by the sender’s machine.


 


22.                                 Neither
this lease nor any part thereof is to be construed as creating a joint
enterprise, a partnership or any other relationship between the Parties except
that of lessor and lessee.


 


23.                                 This
Agreement will be governed by Indian Law. 
Any dispute between the parties with regard to this Agreement or the
subject matter thereof, including existence and validity of the Agreement shall
be settled through arbitration by arbitration tribunal comprising three
arbitrators. Each Party will be entitled to nominate one arbitrator and the two
arbitrators so appointed shall choose the third arbitrator.  The place of arbitration shall be Hyderabad
and the proceedings of the arbitration shall be conducted in English in
accordance with the Arbitration & Conciliations Act 1996.  The Proceedings shall be conducted in
English.  The Arbitration award is final
and binding on both the Parties.


 


24.                                 The
Parties agree that the terms contained herein shall not be modified unless
mutually agreed to in writing between the Parties.


 
















 


SCHEDULE


Description of the Plug-In Equipment


 


	
  1

  	
   

  	
  Air Conditioners

  	
   

  	
  BlueStar / Carrier / L.G /
  equivalent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Fire Extinguishers

  	
   

  	
  Cease Fire / equivalent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Modular Furniture System

  	
   

  	
  N.R. [ILLEGIBLE] / Blowplast /
  Godrej / Featherlite / equivalent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  EPBAX

  	
   

  	
  NEC / Avaya / Alcatel / Matrix
  / equivalent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Public Address System

  	
   

  	
  Philips / Ahuja / equivalent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Access Control system

  	
   

  	
  Eureka Forbes / godrej / Zicom
  / equivalent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Microwave Oven

  	
   

  	
  L.G / Samsung / equivalent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Water Purifier

  	
   

  	
  Eureka Forbes / Ion exchange /
  Moniba.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Water Dispenser

  	
   

  	
  Blue star / Voltas /
  equivalent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Refrigerator 

  	
   

  	
  Godrej / L.G / Samsung /
  Whirlpool / equivalent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  Vending machine for tea and
  coffee.

  	
   

  	
  Hindustan Lever / Nestle

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  D.G. Set

  	
   

  	
  Kirloskar / Gummins /
  equivalent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  Chairs 

  	
   

  	
  Eurotech /Polo / Godrej /
  Featherlite / equivalent

  	
   

  



 
















 


IN WITNESS WHEREOF THE PARTIES HERETO HAVE
SIGNED AND EXECUTED THESE PRESENTS ON THE DAY,  MONTH AND YEAR HEREIN ABOVE WRITTEN.


 


 


	
  (OWNER)

  	
  (HIRER)

  
	
   

  	
   

  
	
  /s/ T. Jhansi Reddy

  	
   

  	
  /s/ James E. Thomson

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESSES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  /s/ Sunil Bajpai

  	
   

  	
  2.

  	
  /s/ Kim Rysell

  
	
   

  	
  (SUNIL BAJPAI)