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Exhibit 10.12(e)
LANVISION SYSTEMS, INC.
FOURTH AMENDMENT TO OFFICE LEASE WITH DUKE REALTY LIMITED PARTNERSHIP AND
LANVISION, INC., DATED JANUARY 16, 1998
PL/ALC/nm
4/28/98
FOURTH LEASE AMENDMENT
THIS FOURTH LEASE AMENDMENT (the "Amendment") is executed this 16th day
of January , 1998, 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, February 25, 1997 and September 23, 1997 ("Third
Lease Amendment") (collectively, the "Lease"), whereby Tenant leased from
Landlord certain premises consisting of approximately 15,306 square feet of
space (the "Original Premises") located in Xxxxx 000, Xxx Xxxxxxxxx Xxx,
Xxxxxxxxxx, Xxxx 00000; and
WHEREAS, Landlord and Tenant entered into the Third Lease Amendment to
reduce the Leased Premises but at the time of the Third Lease Amendment the
commencement date for the reduction of Minimum Annual Rent due to the reduction
in the Leased Premises was uncertain as set forth in Article 20.12 of the Lease;
and
WHEREAS, Landlord and Tenant have determined the date for the reduction
in Minimum Annual Rent and desire to amend subsections B, C, D and E of the
Basic Lease Provisions to reflect such date;
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 Basic Lease Provisions.
Commencing March 1, 1998, Subsections B, C, D and E of Section
1.02 of Article 1 of the Lease are hereby deleted and the following subsections
are substituted in lieu thereof:
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B. Rentable Area: approximately 15,306 rentable square
feet;
Landlord shall use commercially reasonably 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
Usable 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 Landlord; provided, however, that Tenant's
Common Area Factor shall not exceed 1.135.
C. Building Expense Percentage: 7.2% (15,306 / 212,125);
D. Minimum Annual Rent:
March 1, 1998 - September 13, 1998 $127,996.43 (7 mos. and 13
days)
September 14, 1998 - September 13, 1999 $206,631.00 per year
September 14, 1999 - September 13, 2000 $210,457.56 per year
September 14, 2000 - September 13, 2001 $210,457.56 per year;
E. Monthly Rental Installments:
March 1, 1998 - August 31, 1998 $17,219.25 per month
September 1, 1998 - September 13, 1998 $ 7,461.68 (13 days)
September 14, 1998 - September 13, 1999 $17,219.25 per month
September 14, 1999 - September 13, 2001 $17,538.13 per month;
2. Amendment of Section 20.12. Section 20.12 of the Lease is
hereby deleted in its entirety and is of no further force or effect.
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
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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.
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.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed on the day and year first written above.
LANDLORD:
DUKE REALTY LIMITED PARTNERSHIP,
WITNESSES: an Indiana limited partnership
/s/ Xxxxx Xxxx
---------------------
Xxxxx Xxxx By: Duke Realty Investments, Inc.,
--------------------- its general partner
(Printed)
/s/ Ricena X. Xxxxxx By: /s/ Xxxxx X. Xxxx
--------------------- --------------------------
Ricena X. Xxxxxx Xxxxx X. Xxxx
--------------------- Vice President and
(Printed) General Manager
TENANT:
LANVISION, INC., an Ohio
corporation
WITNESSES:
/s/ Xxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxxx
--------------------- --------------------------
Xxxx X. Xxxxxxx Xxxx Xxxxxxxx
--------------------- Executive Vice President
(Printed)
/s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx
-----------------------
(Printed)
STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
Before me, a Notary Public in and for said County and State, personally
appeared Xxxxx X. Xxxx, by me known and by me known to be the Vice President and
General Manager of Duke Realty Investments, Inc., an Indiana corporation, the
general partner of Duke Realty
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Limited Partnership, an Indiana limited partnership, who acknowledged the
execution of the foregoing "Fourth Lease Amendment" on behalf of said
partnership.
WITNESS my hand and Notarial Seal this 9 day of February , 1998.
--- ----------
/s/ Ricena X. Xxxxxx (XxXxx)
--------------------------------
Notary Public
Ricena X. Xxxxxx (XxXxx)
--------------------------------
(Printed Signature)
My Commission Expires: June 29, 2001
---------------
My County of Residence: Clermont
--------------
(NOTARIAL SEAL)
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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 "Fourth Lease Amendment" on behalf of said
corporation.
WITNESS my hand and Notarial Seal this 16th day of January , 1998.
-- ---------
/s/ Xxxxxx X. Xxxx
----------------------------------
Notary Public
(NOTARIAL SEAL)
Xxxxxx X. Xxxx
----------------------------------
(Printed Signature)
My Commission Expires: January 29, 2000
------------------
My County of Residence: Xxxxxxxx
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CONSENT OF GUARANTOR
The undersigned Guarantor to the Lease hereby consents to the foregoing
Fourth 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, 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 16th day of January , 1998.
---- ------------
/s/ Xxxxxx X. Xxxx
---------------------------------
Notary Public
(NOTARIAL SEAL)
Xxxxxx X. Xxxx
---------------------------------
(Printed Signature)
My Commission Expires: January 29, 2000
------------------
My County of Residence: Xxxxxxxx
-----------------
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