1
Exhibit 10.12(c)
LANVISION SYSTEMS, INC.
SECOND LEASE AMENDMENT BETWEEN DUKE REALTY LIMITED PARTNERSHIP AND LANVISION,
INC.
LK/ALC/jd/np
02/14/97
SECOND LEASE AMENDMENT
----------------------
THIS SECOND LEASE AMENDMENT (the "Amendment") is executed this 25TH
day of February, 1997, by and between DUKE REALTY LIMITED PARTNERSHIP, an
Indiana limited partnership ("Landlord"), and LANVISION, INC., an Ohio
corporation ("Tenant").
W I T N E S S E T H :
---------------------
WHEREAS, Landlord and Tenant entered into a certain Lease dated May
7, 1996, as amended July 12, 1996 (collectively, the "Lease"), whereby Tenant
leased from Landlord certain premises consisting of approximately 21,845
rentable square feet of space (the "Original Premises") located in Xxxxx 000,
Xxx Xxxxxxxxx Xxx, Xxxxxxxxxx, Xxxx 00000; and
WHEREAS, Landlord and Tenant desire to expand the Original Premises
by approximately 1,440 rentable square feet (the "Additional Space").
Collectively, the Original Premises and Additional Space shall hereinafter be
referred to as the "Leased Premises"; and
WHEREAS, Landlord and Tenant desire to amend certain provisions of
the Lease to reflect such expansion, changes and additions to the Lease;
NOW, THEREFORE, in consideration of the foregoing premises, the
mutual covenants herein contained and each act performed hereunder by the
parties, Landlord and Tenant hereby agree that the Lease is amended as follows:
1. Amendment of Article 1.
-----------------------
(a) Commencing May 1, 1997, SECTION 1.01 of ARTICLE 1 of the
Lease is hereby amended by substituting SECOND AMENDED EXHIBIT A, attached
hereto and incorporated herein by reference, on which the Original Premises are
striped and the Additional Space is cross-hatched, in lieu of AMENDED EXHIBIT A
attached to the Lease.
(b) Commencing May 1, 1997, Subsections B, C, D, E and L of
SECTION 1.02 of ARTICLE 1 of the Lease are hereby deleted and the following
subsections are substituted in lieu thereof:
39
2
B. Rentable Area: approximately 23,285 rentable square feet;
Landlord shall use commercially reasonable standards,
consistently applied, in determining the Rentable Area and
the rentable area of the Building. The Rentable Area shall
include the area within the Leased Premises plus a pro rata
portion of the area covered by the Common Areas within the
Building, as reasonably determined by Landlord from time to
time. Landlord's determination of Rentable Area made in good
faith shall conclusively be deemed correct for all purposes
hereunder, including without limitation the calculation of
the Building Expense Percentage and the Minimum Annual Rent.
Notwithstanding anything to the contrary contained herein,
Tenant's pro rata portion of the area covered by the Common
Areas within the Building shall be the product of (i) the
Useable Area within the Leased Premises, as such amount may
change from time to time pursuant to the terms of this Lease
and (ii) Tenant's Common Area Factor. For purposes of this
Lease, Tenant's Common Area Factor shall be as reasonably
determined by the Landlord; provided, however, that Tenant's
Common Area Factor shall not exceed 1.135.
C. Building Expense Percentage: 11.0% (23,285 / 212,125);
D. Minimum Annual Rent:
May 1, 1997 - August 31, 1997 $104,782.12 (4 months)
September 1, 1997 - September 13, 1997 $ 11,351.47 (13 days)
September 14, 1997 - September 13, 1998 $314,347.56 per year
September 14, 1998 - September 13, 1999 $314,347.56 per year
September 14, 1999 - September 13, 2000 $320,168.76 per year
September 14, 2000 - September 13, 2001 $320,168.76 per year;
E. Monthly Rental Installments:
May 1, 1997 - August 31, 1997 $ 26,195.63 per month
September 1, 1997 - September 13, 1997 $ 11,351.47 (13 days)
September 14, 1997 - September 13, 1999 $ 26,195.63 per month
September 14, 1999 - September 13, 2001 $ 26,680.73 per month;
L. Addresses for payments and notices:
Landlord: Duke Realty Limited Partnership
0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
40
3
With Payments to: Duke Realty Limited Partnership
X.X. Xxx 000000
Xxxxxxxxxx, XX 00000-0000
Tenant: LanVision, Inc.
Xxx Xxxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
2. AMENDMENT OF SECTION 2.02. The following shall be added to the end
of SECTION 2.02 of the Lease:
"Landlord agrees to perform and complete the work on the
tenant finish improvements in the Additional Space as set out in
AMENDED EXHIBIT B and shall give Tenant written notice of the day on
which Landlord expects to complete such work. Landlord shall provide an
allowance for the direct costs of the tenant finish improvements for
the Additional Space in the amount of Fourteen Dollars and Ninety-four
Cents ($14.94) per rentable square foot of the Additional Space
("Additional Allowance"). The Additional Allowance was determined by
multiplying Sixteen Dollars and Seventy-six Cents ($16.76) (the tenant
finish improvement allowance for the Original Premises) by a fraction
the numerator of which is equal to the number of months remaining in
the term of the Lease after May 1, 1997 (53.5 months) and the
denominator of which is the total number of months in the term of the
Lease (60). Tenant shall reimburse Landlord for all costs of the tenant
finish improvements for the Additional Space in excess of Additional
Allowance provided by Landlord within thirty (30) days of an invoice
from Landlord.
Upon completion of the work in the Additional Space, Tenant
shall execute a letter of understanding as referred to in SECTION 2.03
of the Lease."
3. TENANT'S REPRESENTATIONS AND WARRANTIES. The undersigned
represents and warrants to Landlord that (i) Tenant is duly organized, validly
existing and in good standing in accordance with the laws of the state under
which it was organized; (ii) all action necessary to authorize the execution
of this Amendment has been taken by Tenant; and (iii) the individual executing
and delivering this Amendment on behalf of Tenant has been authorized to do
so, and such execution and delivery shall bind Tenant. Tenant, at Landlord's
request, shall provide Landlord with evidence of such authority.
4. EXAMINATION OF AMENDMENT. Submission of this instrument for
examination or signature to Tenant does not constitute a reservation or
option, and it is not effective until execution by and delivery to both
Landlord and Tenant.
5. DEFINITIONS. Except as otherwise provided herein, the capitalized
terms used in this Amendment shall have the definitions set forth in the
Lease.
41
4
6. INCORPORATION. This Amendment shall be incorporated into and made
a part of the Lease, and all provisions of the Lease not expressly modified or
amended hereby shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed on the day and year first written above.
LANDLORD:
WITNESSES: DUKE REALTY LIMITED PARTNERSHIP,
/s/ XXXXX XXXX an Indiana limited partnership
--------------------------
XXXXX XXXX
-------------------------- By: Duke Realty Investments, Inc.,
(Printed) its general partner
/s/ XXXXXX X. XXXXXXXXX By: /s/ XXXXXXX X. XXXXXXX
-------------------------- --------------------------
XXXXXX X. XXXXXXXXX Xxxxxxx X. Xxxxxxx
(Printed) Vice President
Cincinnati Group
TENANT:
WITNESSES: LANVISION, INC., an Ohio
/s/ XXXXXXXX X. XXXXXX corporation
--------------------------
XXXXXXXX X. XXXXXX
--------------------------
(Printed) By: /s/ XXXX XXXXXXXX
--------------------------
/s/ XXXXXXX X. XXXXXXX Xxxx Xxxxxxxx
-------------------------- Executive Vice President
XXXXXXX X. XXXXXXX
--------------------------
(Printed)
42
5
STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
Before me, a Notary Public in and for said County and State, personally
appeared Xxxxxxx X. Xxxxxxx, by me known and by me known to be the Vice
President, Cincinnati Group of Duke Realty Investments, Inc., an Indiana
corporation, the general partner of Duke Realty Limited Partnership, an Indiana
limited partnership, who acknowledged the execution of the foregoing "Second
Lease Amendment" on behalf of said partnership.
WITNESS my hand and Notarial Seal this 12th day of March, 1997.
/s/ XXXXXX X. XXXXXXXXX (XXXXXXX)
-----------------------------------
Notary Public
[seal]
XXXXXX X. XXXXXXXXX (XXXXXXX)
-----------------------------------
(Printed Signature)
My Commission Expires: 10/31/2000
-------------
My County of Residence:
-------------
STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxx Xxxxxxxx, by me known and by me known to be the
Executive Vice President of LanVision, Inc., an Ohio corporation, who
acknowledged the execution of the foregoing "Second Lease Amendment" on behalf
of said corporation.
WITNESS my hand and Notarial Seal this 25th day of February, 1997.
/s/ XXXXX XXXXXXX RICHMOND
-----------------------------------
Notary Public
[SEAL]
XXXXX XXXXXXX RICHMOND
-----------------------------------
(Printed Signature)
My Commission Expires: 09/30/2001
------------
My County of Residence: XXXXXXXX
------------
43
6
CONSENT OF GUARANTOR
--------------------
The undersigned Guarantor to the Lease hereby consents to the
foregoing Second Lease Amendment and reaffirms that the Unconditional Guaranty
of Lease dated May 7, 1996, remains in full force and effect.
"Guarantor"
LANVISION SYSTEMS, INC.,
a Delaware corporation
By:/s/ XXXX XXXXXXXX
--------------------------
Xxxx Xxxxxxxx
Executive Vice President
STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxx Xxxxxxxx by me known and by me known to be the
Executive Vice President of LanVision Systems, Inc., a Delaware corporation, the
Guarantor of LanVision, Inc., an Ohio corporation, who acknowledged the
execution of the foregoing "Consent of Guarantor" on behalf of said corporation.
WITNESS my hand and Notarial Seal this 25th day of FEBRUARY, 1997.
/s/ XXXXX XXXXXXX RICHMOND
----------------------------
Notary Public
[SEAL]
XXXXX XXXXXXX RICHMOND
----------------------------
(Printed Signature)
My Commission Expires: 09/30/2001
-----------
My County of Residence: XXXXXXXX
-----------
44
