FIRST AMENDMENT TO LEASE
This FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into
this 21st day of January 1997, between Nationwide Life Insurance Company, an
Ohio corporation (hereinafter "Landlord), and Made2Manage Systems, Inc. formerly
known as TekSyn, Inc., an Indiana corporation (hereinafter "Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a certain Lease dated November 2,
1994 ("Lease"), for a term of seventy-six (76) months beginning on the 1st day
of March, 1995, and expiring on the 30th day of June, 2001, for the office space
designated as Suite 200 on the 2nd Floor in Landlord's four-story building known
as "Quad III" and located at 0000 Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000
("Building"), such office space having a total allocated area of approximately
twelve thousand six hundred twelve (12,612) rentable square feet of floor space
as shown on Exhibit "A" of the Lease ("Premises"); and
WHEREAS, Tenant desires to lease a different amount of space beginning
April 1, 1997 ("Revised Space"), and Landlord has agreed to lease such Revised
Space to Tenant April 1, 1997, and Landlord and Tenant have agreed to further
supplement, modify and amend the Lease to revise the space which shall
constitute the Leased Premises, and to include other modifications to the Lease
necessitated by reason of the revision of space constituting the Leased
Premises; and
WHEREAS, Tenant desires to extend the term of the Lease;
NOW THEREFORE, in consideration of the mutual covenants of the parties
hereto, it is mutually agreed as follows:
1. Effective April 1, 1997, the Leased Premises as defined in the Lease shall
include all of Suite 200 on the 2nd Floor and all of Suite 400 on the 4th
Floor of the Building, and effective June 1, 1997, the Leased Premises as
defined in the Lease shall also include Suite 100 on the 1st Floor of-the
Building. The Revised Space as of April 1, 1997, shall be deemed to
contain an area of approximately twenty-five thousand two hundred
twenty-seven (25,227), rentable square feet of space, and as of June l,
1997, the Leased Premises shall be deemed to contain and area of
approximately thirty-two thousand six hundred seven (32,607) rentable
square feet of space. The Revised Space is outlined in red on Exhibit "B",
Exhibit "B-1" and Exhibit "B-2" attached, hereto and made a part hereof.
Both Landlord and Tenant shall make all reasonable and diligent efforts to
make the 4th Floor available for occupancy on or around April 1, 1997, and
the 1st Floor space available on or around June 1, 1997.
2. Effective April 1, 1997, or upon the substantial completion of the intended
interior improvements, whichever is later, Tenant shall pay Landlord base
rent for the Revised Space according to the schedule on Exhibit "C"
attached hereto and made a part hereof. Effective June 1, 1997, or the
date Suite 100 on the 1st Floor of the Building is ready for occupancy
by Tenant, whichever date is earlier. Tenant shall pay Landlord base rent
for the Revised space according to the schedule on Exhibit "C-1" attached
hereto and made a part hereof. Tenant shall incur their prorated share of
any increases in the operating expenses that are in excess of the 1997
actual operating expenses incurred for the 4th and 1st Floors, and the 1994
expenses established for the, 2nd Floor, which shall be adjusted to the
1997 expense stop beginning on July l, 2001. Operating expenses shall be
adjusted to 100% occupancy if the actual occupancy of the building is less
than ninety percent (90%). Tenants proportionate share of the forty-nine
thousand five hundred forty (49,540) square feet available in Quad III
shall be:
January 1, 1997 - June 30, 2001: 12,612 SF or 25.46% based on a 1994
expense stop
April 1, 1997 - May 31, 1997: 12,615 SF or 25.46% based on a 1997
expense stop
June 1, 1997 - June 30, 2001: 19,995 SF or 40.36% based on a 1997
expense stop
July 1, 2001 - March 31, 2003: 32,607 SF or 65.82% based on a 1997
expense stop
3. Landlord agrees to make certain leasehold improvements to the Revised Space
("Revised Work"), all in accordance with the basic plans and specifications
prepared by Tenant which final plans for the 4th Floor shall be submitted
within two (2) weeks after acceptance herein, and finalized floor plans for
the 1st Floor by March 7, 1997. The basic plans and specifications are
marked Exhibit "D" and are incorporated herein by reference. Upon
completion of all Revised Work, Landlord agrees to directly pay the
contractors, subcontractors and material suppliers, or to reimburse Tenant
upon proof of payment and receipt of waiver of lien documents, a sum not to
exceed Two Hundred Sixty-Six Thousand Nine Hundred Fifty-Five and 00/100
Dollars ($266,955.00) for the cost of the Revised Work. To the extent the
cost of the Revised Work exceeds Two Hundred Sixty-Six Thousand Nine
Hundred Fifty-Five and 00/100 Dollars ($266,955.00,), Tenant shall pay and
be solely liable for such excess. The Landlord shall credit Tenant or
reduce rent for an amount not to exceed five percent (5%) of the
$266,955.00 allowance budgeted but not incurred in the actual build-out.
4. The term of the Lease shall be extended for one.(i) additional twenty-one
(21) month period beginning immediately upon the expiration of the original
term of the Lease, and expiring at 5:00 p.m. local time on March 31, 2003
("First Extension Period"); except that Tenant shall have an option to
terminate the Lease as amended anytime after June 30, 2001 ("Option to
Terminate"). The Option to Terminate shall be exercised by Tenant, if at
all, provided (i) Landlord is not able, within three (3) months after
Tenant's written request for expansion space on a reasonable date specified
by Tenant, to commit to provide at least ninety percent (90%) of the
expansion space within "Quad I, Quad II, Quad III or Quad IV" in a
configuration that is reasonably useable to Tenant's operations; and (ii)
Tenant adheres to the following conditions: (a) Tenant is not in default of
the Lease or First Amendment to Lease; (b) Tenant shall not exercise the
Option to Terminate prior to June 30, 2001, although notice shall be given
six (6) months in advance of June 30, 2001, as provided herein; (c) Tenant
shall provide written notice to Landlord of the intent to terminate the
Lease not less than six (6)
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months after Landlord receives the written notice, unless so agreed upon by
both parties; and (d) Tenant shall vacate the Premises on or before the
termination date. On execution of a termination of Lease, Tenant shall pay
Landlord the remaining unamortized costs of the improvement allowance and
real estate brokerage fees paid by the Landlord, which shall be calculated
based on a six (6) year amortization schedule paid in arrears at ten
percent (10%) interest. In addition, Tenant shall pay Landlord through the
date of termination all additional rent due, or with respect to any charge
payable in arrears, accrued based on the reasonable estimates of Landlord,
with a final adjustment within ninety (90) days after the termination date.
Improvement Allowance: $266,955.00
Real Estate Brokerage Fees: $116,107.10
Total Cost: $383,062.10
The unamortized balance on June 30, 2001, based on an April 1, 1997
commencement is $136,197.51;
5. Tenant has deposited with Landlord the sum of Ten Thousand and 00/100
Dollars ($10,000.00) for a Security Deposit [not Thirteen Thousand Four
Hundred and 00/100 Dollars ($13,400.00) as stated in the Lease]. Tenant
and Landlord agree that on or about April 1, 1997, Five Thousand and 00/100
Dollars ($5,000.00) of the said Security Deposit shall be permanently
transferred to the account of Landlord as consideration for the
modifications set forth herein, and the remaining Five Thousand and 00/100
Dollars ($5,000.00) shall be applied by Landlord as a credit toward
Tenant's future base rent.
6. Tenant shall have the right to erect exterior signage ("Sign") on the east
and south facade of the Building as shown on attached Exhibit "E"
identifying Tenant as an occupant of the Building. Tenant shall be
responsible for all costs associated with the design, manufacture and
installation of the Sign, subject to the prior written approval of Landlord
as to design, size, color, placement and materials. Tenant shall also be
solely responsible for any costs, expenses or charges for maintaining,
repairing and replacing the Sign. Tenant may modify or alter the sign with
prior written approval of Landlord, which approval shall not be
unreasonably withheld. Tenant shall remove the Sign upon the final
expiration or earlier termination of the Lease as Amended at Tenant's sole
risk and expense, and shall, in a workmanlike manner, properly repair any
damage and close any holes caused by the removal of the Sign. Tenant shall
be solely responsible to insure that any signage complies with all
governmental laws, codes and regulations.
7. Section 11, Page 13 of the Lease shall be modified by inserting "which
consent shall not be unreasonably withheld" following the fifth word in the
fourth line; and the balance of that sentence, "(and as a condition to such
consent, which in any event may be withheld by landlord in it's sole
discretion)" shall be deleted.
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8. Tenant agrees to keep the provisions of the Lease as amended strictly
confidential, and agrees not to disclose to any person or entity not a
party to the Lease as amended the terms and contents of the Lease as
amended, including, but not limited to, the amount of rental agreed to
herein by Tenant, unless the proposed disclosure is authorized in advance
and in writing by Landlord.
9. All other terms and conditions of the aforesaid Lease as previously amended
shall remain in full force and effect, except as supplemented, modified or
amended herein.
IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment as of
the day and year first above written, although as a matter of convenience it may
be actually signed by the parties on another day.
LANDLORD: TENANT:
Nationwide Lift Insurance Company Made2Manage
By:/s/ Xxxxxx X. XxXxxxxxx By:/s/ Xxxxx X. Xxxxxxx
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Xxxxxx X. XxXxxxxxx Xxxxx X. Xxxxxxx
Vice President President
Witness:/s/ Xxxx X. Xxxxx Witness:/s/ Xxxxxxx X. Head
---------------------- ----------------------
Witness:/s/ Xxxxx Xxxxx Witness:/s/ Xxx X. Xxxxxxxx
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EXHIBIT "C"
Schedule of Rents from April 1, 1997 through May 31, 1997:
SQUARE TIME
FEET LOCATION PERIOD DATES PER SQ. FT. PER MONTH
-------------------------------------------------------------------------------------------------------------------------
12,612 2nd floor 2 months April 1, 1997-May 31, 1997 @ $12.34 psf $12,969.17
12,615 4th floor @ $13.85 psf $14,559.81
----------------------------
$13.10 psf $27,528.98
EXHIBIT "C-1"
Schedule of Rents from June 1, 1997 through Lease Expiration:
SQUARE TIME
FEET LOCATION PERIOD DATES PER SQ. FT. PER MONTH
------------------------------------------------------------------------------------------------------------------------
12,612 2nd floor 7 months June 1, 1997-Dec. 31, 1997 @ $12.34 psf $ 12,969.17
12,615 4th floor @ $13.85 psf $ 14,559.81
7,380 1st floor* @ -0-
---------------------------
$10.13 psf $ 27,528.98
12,612 2nd floor 6 months Jan. 1, 1998-June 30, 1998 @ $12.34 psf $ 12,969.17
12,615 4th floor @ $13.85 psf $ 14,559.81
7,380 1st floor @ $14.25 psf $ 8,763.75
---------------------------
$13.36 psf $ 36,292.73
12,612 2nd floor 9 months July 1, 1998-Mar. 31, 1999 @ $12.59 psf $ 13,231.17
12,615 4th floor @ $13.85 psf $ 14,559.81
7,380 1st floor @ $14.25 psf $ 8,763.75
---------------------------
$13.45 psf $ 36,554.73
12,612 2nd floor 3 months Apr. 1, 1999-June 30, 1999 @ $12.59 psf $ 13,231.17
19,995 1st & 4th @ $14.25 psf $ 23,744.06
floor ---------------------------
$13.61 psf $ 36,975.23
12,612 2nd floor 24 months July 1, 1999-June 30, 2001 @ $13.84 psf $ 14,545.42
19,995 1st & 4th @ $14.25 psf $ 23,744.06
floor ---------------------------
$14.09 psf $ 38,289.48
32,607 1st, 2nd & 21 months July 1, 2001-Mar. 31, 2003 @ $14.25 psf $ 38,720.81
4th floors
Total Gross Rent paid over 72 months $2,637,519.99
Effective rental rate over 72 month period based on 32,607 sq. ft. $13.48 psf
* Rental abatement period assumes June 1, 1997 occupancy. Tenant receives seven
(7) months of rent abatement on the 1st floor. This period shall be adjusted
based upon the completion of buildout to provide the Tenant with a full seven
month abatement period.
