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EXHIBIT 10.6
FIRST AMENDMENT TO LEASE
THIS AMENDMENT is made as of the 1st day of October, 1999, between TST
55 X. Xxxxxx, L.L.C., a Delaware limited liability company ("Landlord"), having
an office c/o Tishman Speyer Properties, L.P. 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 and IManage, Inc. (formerly known as Net Right Technologies).
("Tenant"), a Delaware corporation having an office at 0000 Xxxxx Xx Xxxxxx
Xxxx, Xxx Xxxxx, XX 00000
RECITALS
Landlord and Tenant entered into that certain Office Building Lease
dated as of January 28, 1999 (the "Lease") for a portion of the 17th floor
("Premises") in the building located at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
("Building"). Landlord and Tenant have agreed to add additional space to the
Premises under the Lease and Landlord and Tenant desire to amend the Lease upon
the terms and conditions set forth herein.
NOW, THEREFORE, for $10.00 in hand paid, and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, and in consideration of the mutual covenants and conditions
contained herein, the parties agree as follows:
1. DEFINED TERMS. All capitalized terms used herein shall have the same
meanings as in the Lease unless otherwise defined herein.
2. ARTICLE 1; BASIC LEASE PROVISIONS. The definitions of "Premises",
"Tenant's Proportionate Share", Agreed Area of the Premises" and "Fixed Rent"
and Landlord's Contribution set forth in Article 1 of the Lease are hereby
amended in their entirety to read as follows:
PREMISES The portion of the 17th Floor of
the Building as more particularly
described on Exhibit A ("Initial
Premises"), and the portions of the
17th Floor of the Building
designated as Area A and Area B as
more particularly described on
Exhibit A-1.
RENT COMMENCEMENT DATE
(RCD) Initial Space: April 15, 1999
Area B: The earlier of January 1,
2000 and the date Tenant occupies
Area B for the conduct of its
business.
Area A: The earlier of (i) the date
60 days after Landlord delivers
possession of Area A to Tenant and
(ii) the date Tenant occupies Area
A for the conduct of its business.
TENANT'S PROPORTIONATE
SHARE Prior to Area B RCD--0.916 percent
for Taxes and 0.971 for Operating
Expenses. From the Area B RCD to
the Area A RCD--1.261 percent for
Taxes and 1.337 for Operating
Expenses. From and after the Area A
RCD--1.416 percent
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for Taxes and 1.501 percent for
Operating Expenses.
AGREED AREA OF PREMISES 14,007 rentable square feet prior to
the Area B RCD: 19,288 rentable
square feet from the Area B RCD to
the Area A RCD; and 21,660 rentable
square feet from and after the Area
A RCD.
FIXED RENT
Period Annual Fixed Rent Monthly Fixed Rent
------ ----------------- ------------------
4/15/99-11/30/99 $126,063.00 $10,505.25
12/1/99-2/29/00 $192,075.50 $16,006.29
3/1/00-3/31/00 $215,795.50 $17,982.96
4/1/00-3/31/01 $222,799.00 $18,566.58
4/1/01-3/31/02 $233,629.00 $19,469.08
4/1/02-3/31/03 $244,459.00 $20,371.58
4/1/03-3/31/04 $255,289.00 $21,274.08
4/1/04-3/31/05 $266,119.00 $22,176.58
4/1/05-3/31/06 $276,949.00 $23,079.08
4/1/06-3/31/07 $287,779.00 $23,981.58
4/1/07-3/31/08 $298,609.00 $24,884.08
4/1/08-3/31/09 $309,439.00 $25,786.58
If Tenant occupies Area B for the conduct
of its business prior to December 1, 1999,
then for each day of such occupancy Tenant
shall pay Fixed Rent to Landlord equal to
$181.20. If Tenant occupies Area A for the
conduct of its business prior to March 1,
2000, then for each day of such occupancy
Tenant shall pay to Landlord Fixed Rent
equal to $64.99. The foregoing amounts
shall be payable on the date Tenant
occupies the applicable space for the
conduct of business.
LANDLORD'S CONTRIBUTION $280,140 for Initial Premises;
$47,440 for Area A and $184,835 for
Area B
3. SECTION 2.1. FIXED OPTION SPACE. Section 2.1 of the Lease is null and
void.
4. SECTION 2.5. OPTION TO CANCEL. The reference to $265,714.66 in clause
(a) of Section 2.5 of the Lease is hereby changed to $451,418.33 and the last
sentence of said section is null and void.
5. ARTICLE 34 SECURITY DEPOSIT. Section 34.2(b) of the Lease is amended
in its entirety to read as follows and Tenant shall cause an amendment to the
Letter of Credit to be issued to reflect this change:
(b) Notwithstanding the foregoing to the contrary, the amount of
the Letter of Credit shall be reduced to zero on the fifth anniversary
of the Commencement Date if on such date (i) Tenant has paid all Rent
due and payable under this Lease prior to such date and (ii) no Event of
Default then exists under this Lease.
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6. EXHIBITS. Exhibit A-1 attached to this Amendment is hereby added as
Exhibit A-1 to the Lease.
7. ADDITIONAL PREMISES. Area B shall be added to the Premises under the
Lease on the date this Amendment is signed by Landlord and Tenant. Area A shall
be added to the Premises under the Lease on the date the current tenant's lease
for such space ends and such tenant vacates and delivers possession of such
space to Landlord. All the terms and conditions of the Lease, as amended by this
Amendment, shall apply to Area A and Area B. Landlord shall not be liable for
failure to deliver possess of Area A and Area B on the dates set forth above and
such failure shall not impair the validity of the Lease or extend the Term;
provided, however, the Rent payable hereunder for such space shall be abated
until possession of such space is delivered to Tenant.
8. CONDITION OF ADDITIONAL SPACE. Tenant has inspected Area A and Area B
and agrees that except for Landlord's Contribution as expressly set forth in
paragraph 9 hereof, (a) to accept possession of Area A and Area B in the
condition existing on the date delivered by Landlord "as is", (b) that neither
Landlord nor Landlord's agents have made any representations or warranties with
respect to Area A or Area B or the Building except as expressly set forth
herein, and (c) Landlord has no obligation to perform any work, supply any
materials, incur any expense or make any alterations or improvements to Area A
or Area B for Tenant's occupancy. Any work to be performed by Tenant in
connection with Tenant's initial occupancy of Area A and Area B shall be
referred to hereinafter as the "Initial Installations". Tenant's occupancy of
any part of the Area A or Area B shall be conclusive evidence, as against
Tenant, that Tenant has accepted possession of the space in its then current
condition and at the time such possession was taken, such space and the Building
were in a good and satisfactory condition as required by this.
9. LANDLORD'S CONTRIBUTION.
(a) Landlord agrees to pay to Tenant an amount not to exceed the
applicable Landlord's Contribution toward the cost of the Initial Installations
for Area A and Area B, provided as of the date on which Landlord is required to
make payment thereof pursuant to paragraph 9(b), (i) the Lease is in full force
and effect, and (ii) no Event of Default then exists. Tenant shall pay all costs
of the Initial Installations in excess of Landlord's Contribution. Landlord's
Contribution shall be payable solely on account of labor directly related to the
Initial Installations and materials delivered to Area A and Area B in connection
with the Initial Installations, except that Tenant may apply up to 5% of
Landlord's Contribution to pay "soft costs", consisting of architectural,
consulting, engineering and legal fees incurred in connection with the Initial
Installations. Tenant shall not be entitled to receive any portion of Landlord's
Contribution not actually expended by Tenant in the performance of the Initial
Installations in accordance with this paragraph 8, nor shall Tenant have any
right to apply any unexpended portion of Landlord's Contribution as a credit
against Rent or any other obligation of Tenant hereunder. Upon the completion of
the Initial Installations and satisfaction of the conditions set forth in
paragraph 9(b), or upon the occurrence of the date which is twelve months after
the Rent Commencement Date for the applicable space, whichever first occurs, any
amount of Landlord's Contribution which has not been previously disbursed shall
be retained by Landlord.
(b) Landlord shall pay Landlord's Contribution for Area A and
Area B to Tenant following commencement of Tenant's business operations in Area
A and Area B, respectively, and the final completion of the Initial
Installations in such space, within 30 days after submission by Tenant to
Landlord of a written requisition therefor, signed by the chief financial
officer of Tenant and accompanied by (i) copies of paid invoices covering all of
the Initial Installations, (ii) a written certification from Tenant's architect
stating that the Initial Installations described on such invoices have
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been completed in accordance with the plans and specifications approved by
Landlord, that such work has been paid in full by Tenant and that all
contractors, subcontractors and material suppliers have delivered to Tenant
waivers of lien with respect to such work (copies of which shall be included
with such architect's certification), (iii) proof of the satisfactory completion
of all required inspections and the issuance of any required approvals and
sign-offs by Governmental Authorities with respect thereto, (iv) final
"as-built" plans and specifications for the Initial Installations as required
pursuant to Section 6.1(c) of the Lease and (v) such other documents and
information as Landlord may reasonably request, including in connection with
title drawdowns and endorsements.
10. REAL ESTATE BROKERS. Landlord has retained Landlord's Agent as
leasing agent in connection with this Amendment and Landlord will be solely
responsible for any fee that may be payable to Landlord's Agent. Each of
Landlord and Tenant represents and warrants to the other that it has not dealt
with any broker in connection with this Amendment other than Landlord's Agent
and Broker and that to the best of its knowledge and belief, no other broker,
finder or like entity procured or negotiated this Amendment or is entitled to
any fee or commission in connection herewith. The execution and delivery of this
Amendment by each party shall be conclusive evidence that each party has relied
upon the foregoing representations and warranties. Each of Landlord and Tenant
shall indemnify, defend, protect and hold the other party harmless from and
against any and all costs expenses, claims and liabilities (including reasonable
attorneys' fees and disbursements) which the indemnified party may incur by
reason of any claim of or liability to any broker, finder or like agent (other
than Landlord's Agent and Broker) arising out of any dealings claimed to have
occurred between the indemnifying party and the claimant in connection with this
Amendment, and/or the above representation being false. The provisions of this
paragraph 6 shall survive the expiration or earlier termination of the Term of
the Lease.
11. BINDING EFFECT. The Lease, as amended hereby, shall continue in full
force and effect, subject to the terms and provisions thereof. In the event of
any conflict between the terms of the Lease and the terms of this Amendment, the
terms of this Amendment shall control. This Amendment shall be binding upon and
inure to the benefit of Landlord, Tenant and their respective successors and
permitted assigns.
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 Amendment unless and until this
Amendment is fully signed and delivered by Landlord and Tenant.
13. EXCULPATION. The liability of Landlord for Landlord's obligations
under the Lease, as amended by this Amendment (the "Amended Lease"), shall be
limited to Landlord's interest in the Building and the land thereunder and
Tenant shall not look to any other property or assets of Landlord or the
property or assets of any partner, shareholder, director, officer, principal,
employee or agent, directly and indirectly, of Landlord (collectively, the
"Parties") in seeking either to enforce Landlord's obligations under the Amended
Lease or to satisfy a judgment for Landlord's failure to perform such
obligations; and none of the Parties shall be personally liable for the
performance of Landlord's obligations under the Amended Lease.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed on the date first above written.
TENANT:
iMANAGE, INC., a Delaware corporation
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Title: Chief Financial Officer
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LANDLORD:
TST 55 EAST MONROE, a Delaware limited
liability company
By:
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Xxxxx Xxxxx
Its: Authorized Signer
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