EXHIBIT 10(b)TO SYMIX SYSTEMS, INC. 1998 FORM 10-K
LEASE AMENDMENT
This Lease Amendment is made and entered into as of the latest date on
which it is executed by either of the parties hereto ("Amendment Date"), by and
between Corporate Exchange Buildings IV and V Limited Partnership, an Ohio
limited partnership, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000 (the
"Landlord") and Symix Computer Systems, Inc., an Ohio corporation, whose address
is 0000 Xxxxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxx 00000 (the "Tenant").
RECITALS
A. 2600 Realty Corp. V, Landlord's predecessor in interest, and Tenant
entered into a lease agreement dated April 3, 1991 (the "Lease") and a Start
Date Agreement dated October 15, 1992, pursuant to which Landlord leased to
Tenant, and Tenant leased from Landlord, certain premises containing
approximately 60,238 rentable square feet of office space (the "Original
Premises") located on the third and fourth floors of Corporate Exchange
Building V, 2800 Corporate Exchange Drive, Columbus, Franklin County, Ohio (the
"Building").
B. Tenant desires to lease additional office space in the Building and to
amend the Lease.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Tenant hereby leases an additional one thousand eight hundred
eighty (1,880) rentable square feet of office space (the "Expansion Space")
located on the second floor of the Building as shown on the floor plan attached
hereto as Exhibit A.
2. The term of the lease for the Expansion Space shall commence on
December 1, 1993, shall be concurrent with the Term of the Lease, and shall
expire on June 30, 1996 unless sooner terminated as provided in the Lease.
3. Commencing on December 1, 1993, (a) the Premises shall be deemed
to include the Expansion Space, and (b) the Premises, including the Original
Premises and the Expansion Space, will contain an aggregate of 62,118 rentable
square feet.
4. Tenant shall pay Landlord Base Rent for the Premises in the
amount of Fifty Thousand Two Hundred Sixteen and 33/100 Dollars ($50,216.33) per
month, payable in advance on the first day of each calendar month, without set
off or demand, beginning on December 1, 1993, and continuing each calendar month
until the expiration of the Lease Term.
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5. Commencing on December 1, 1993, Tenant's pro rata share shall be
increased to 51.7%.
6. Landlord shall, at its expense, install a partition wall to
demise the Premises as shown in Exhibit B attached hereto. Except for the
Landlord's Work set forth in this Section 6, Tenant accepts the Premises in "AS
IS" condition.
7. Within five (5) days after December 1, 1993, Tenant shall execute
and deliver an acceptance letter in the form of Exhibit C attached hereto (the
"Acceptance Letter"). By executing the Acceptance Letter, Tenant shall be
deemed conclusively to have accepted the Premises and to have acknowledged that
the Premises are in the condition required by the Lease and this Amendment.
8. Except as set forth in this Lease Amendment, all provisions of
the Lease shall remain unchanged and in full force and effect and shall apply to
this Lease Amendment. All terms and conditions of the Lease not specifically
amended by this Lease Amendment shall apply as if fully rewritten herein, and
the rights and obligations of Tenant shall be governed and controlled by the
terms and conditions of the Lease as amended hereby.
9. Tenant hereby certifies that no real estate broker has or will
represent it in this transaction and that no finder's fees have been earned by
any third party other than Xxxxxxx Realty, Inc. and Xxxxxx Xxxxxxx Realty, Inc.
and Tenant shall indemnify and hold Landlord harmless from any liability or
expense that may arise from such claims, including reasonable attorney's fees.
Landlord will pay Xxxxxxx Realty, Inc. and Xxxxxx Xxxxxxx Realty, Inc. fees in
accordance with separate written agreements between Landlord and Xxxxxxx Realty,
Inc. and Xxxxxx Xxxxxxx Realty, Inc.
IN WITNESS WHEREOF, Landlord has executed this Lease Amendment on the ____
day of December, 1993 and Tenant has executed this Lease Amendment on the ____
day of December, 1993.
LANDLORD: CORPORATE EXCHANGE
BUILDINGS IV AND V
LIMITED PARTNERSHIP
WITNESSES: By Xxxxxx Xxxxxxx & Co., General
partner
___________________________ By:______________________________
Xxxxx Xxxxxxx, President
Print Name:________________
Date:____________________________
___________________________
Print Name:________________
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TENANT: SYMIX COMPUTER SYSTEMS,INC.
___________________________ By:_______________________________
Xxxxx X. Xxx
Print Name:________________ Chief Executive Officer
Date:_____________________________
___________________________
Print Name:________________
___________________________ By:_______________________________
Xxxxxxxx X. Xxxxx
Print Name:________________ Chief Financial Officer
Date:______________________________
__________________________
Print Name:________________
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NOTARIZATION FOR LANDLORD
STATE OF OHIO
COUNTY OF FRANKLIN
On this ___ day of December, 1993, before me, a notary public in and for
said County and State, personally appeared Xxxxx Xxxxxxx, President of Xxxxxx
Xxxxxxx & Co., an Ohio Corporation and the General Partner of CORPORATE EXCHANGE
BUILDINGS IV and V LIMITED PARTNERSHIP, an Ohio limited partnership, on behalf
of the limited partnership who acknowledged for and on behalf of the corporation
and limited partnership that he did sign the foregoing instrument on behalf of
the corporation and limited partnership.
________________________________
Notary Public
My Commission Expires:__________
NOTARIZATION FOR CORPORATE TENANT
STATE OF OHIO
COUNTY OF FRANKLIN
On this ___ day of December, 1993, before me, a notary public in and for
said County and State, personally appeared Xxxxx X. Xxx, Chief Executive
Officer, and Xxxxxxxx X. Xxxxx, Chief Financial Officer, of SYMIX COMPUTER
SYSTEMS, INC., an Ohio corporation, who represented that they are duly
authorized to sign and did sign the foregoing lease on behalf of the
corporation.
_________________________________
Notary Public
My Commission Expires:___________
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CERTIFICATE OF INCUMBENCY AND RESOLUTION
OF
SYMIX COMPUTER SYSTEMS, INC.
I, ______________, duly elected Secretary of Symix Computer Systems, Inc.,
an Ohio corporation (the "Company"), do hereby certify that Xxxxx X. Xxx, is the
duly elected and qualified Chief Executive Officer and Xxxxxxxx X. Xxxxx is the
duly elected and qualified Chief Financial Officer of Symix Computer Systems,
Inc. as of the date set forth below, and the signatures set forth opposite their
respective names are the true and genuine signatures of both:
NAME SIGNATURE
Xxxxx X. Xxx _______________________________
Xxxxxxxx X. Xxxxx _______________________________
I, ______________, further certify that the following is a true and correct
copy of the resolution duly adopted by unanimous written consent of the Board of
Directors of Symix Computer Systems, Inc. on ____________________, 1993 and that
there are no modifications, additions or rescissions thereto:
RESOLVED, that the Chief Executive Officer and Chief Financial
Officer be and hereby are authorized and empowered to execute in the
name of and to deliver on behalf of the Company any and all documents
relating to real estate transactions including, but not limited to,
leases, subleases, and purchase and sale documents, and amendments and
supplements thereto, and specifically that they are authorized and
empowered to enter into a lease amendment with Corporate Exchange
Buildings IV and V Limited Partnership for additional office space at
Corporate Exchange Building V.
IN WITNESS WHEREOF, the undersigned has hereunto set (her) (his) hand and
affixed the seal of the Company on this ___ day of __________, 1993.
SYMIX COMPUTER SYSTEMS, INC.
(CORPORATE SEAL)
By:___________________________
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EXHIBITS A and B
[VISUAL VIEW OF FLOOR PLAN]
(Omitted)
EXHIBIT C
TENANT ACCEPTANCE LETTER
[Letterhead of Tenant]
[Date]
Corporate Exchange Buildings IV and V Limited Partnership
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attention: Xxxxx Xxxxxxx
Re: Lease Dated April 3, 1991 and Lease Amendment Dated
December 1, 1993 for Suite ___, Corporate Exchange
Building V, 0000 Xxxxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxx
00000
Gentlemen:
The undersigned, as Tenant, hereby confirms the following as of December 1,
1993:
1. Tenant has accepted possession of and is currently occupying the
entire Premises.
2. The commencement date for the Lease Amendment is December 1, 1993.
3. All alterations and improvements required to be performed by Landlord
pursuant to the terms of the Lease and the Lease Amendment to prepare
the entire Premises for Tenant's occupancy have been satisfactorily
completed.
4. As of the date hereof, Landlord, has fulfilled all its obligations
under the Lease.
5. The Lease is in full force and effect and has not been modified,
altered, or amended except pursuant to the instruments described
above.
6. There are no offsets or credits against Rent or any other charge
payable by Tenant under the Lease, nor has any Rent or any other
charge payable by Tenant been prepaid.
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7. Tenant has no notice of any prior assignment, hypothecation, or pledge
of the Lease or any Rent due under the Lease.
Sincerely,
SYMIX COMPUTER SYSTEMS, INC.
By:____________________________
Name:__________________________
Title:_________________________
Exhibit A
Floor Plan
(omitted)
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