SEVENTH AMENDMENT TO OFFICE LEASE
THIS AMENDMENT TO OFFICE LEASE made this 17 day of May, 2000, by and between
XXXXXXX OFFICE ASSOCIATES, L.P., a ______________ limited partnership
("Landlord"), and EXE TECHNOLOGIES, INC., a Delaware corporation ("Tenant").
BACKGROUND
A. Landlord and Tenant (through its predecessor by merger, Neptune Systems,
Inc.) are parties to that certain Lease dated April 3, 1995 ("Lease"),
pursuant to which Landlord leased to Tenant approximately 5,366 square fee
of space on the seventh floor (the "Demised Premises") of the building
known as Xxxxxxx Tower located at 0000 Xxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxxx ("Building").
B. The lease was amended by Lease Amendment dated July 6, 1995 (the "First
Amendment"), and the Demised Premises were relocated to 5,366 square feet
of space on the sixth floor of the Building.
C. The Lease was further amended by Amendment to Lease dated June 17, 1996
(the "Second Amendment"), which expanded and relocated the Demised
Premises to 13,980 square feet on the third floor of the Building, and
extended the term through July 31, 2006.
D. The Lease was further amended by Third Amendment to Lease dated June 26,
1996 (the "Third Amendment"), which added 5,366 square feet of space on the
sixth floor of the Building (being the Demised Premises under the First
Amendment) to the Demised Premises, for a total of 19,346 square feet.
E. The Lease was further amended by Fourth Amendment to Lease dated October
29, 1996 (the "Fourth Amendment"), which revised the construction
procedures for improvements to the Demised Premises and the payment for
those improvements.
F. The Lease, as amended, was clarified by untitled letter agreement dated
November 27, 1996 (the "Clarification Letter").
G. The Lease was further amended by Relocation Agreement dated March 25,
1997 (the "Relocation Agreement"), which substituted 3,090 square feet on
the third floor of the Building for 5,366 square feet on the sixth floor of
the Building, thus reducing the total Demised Premises to 17,070 square
feet.
H. The Lease was further amended by Fifth Amendment to Lease Revised dated
March 23, 1998 (the "Fifth Amendment"), which added 2,908 square feet on
the sixth floor of the Building to the Demised Premises, for a total of
19,978 square feet.
I. The Lease was further amended by Amendment dated April 3, 1999 (the
"Sixth Amendment"), which added 120 square feet of storage space in the
basement of the Building to the Demised Premises.
J. The Lease, as amended and clarified by the First Amendment, Second
Amendment, Third Amendment, Fourth Amendment, Clarification Letter,
Relocation Agreement, Fifth Amendment and Sixth Amendment is hereinafter
referred to as the Lease.
K. The parties desire to amend the Lease further to add 1,200 square feet in
the south wing of the third floor of the Building to the Demised Premises,
under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises herein contained, Landlord
and Tenant, intending to be legally bound hereby, agree as follows:
1. CAPITALIZED TERMS. Except as otherwise defined herein, all capitalized
terms used herein shall have the same meanings ascribed to such terms in the
Lease.
2. ADDITIONAL PREMISES. Landlord, for the term and subject to the
provisions and conditions hereof, leases to Tenant and Tenant accepts from
Landlord, certain space in the Building consisting of approximately 1,200
rentable square feet and shown as the cross-hatched area on the plan attached
hereto as Exhibit "A" (the "ADDITIONAL PREMISES"). Except as otherwise
provided herein, from and after the Additional Premises Commencement Date (as
hereinafter defined) all references in the Lease and in this Seventh
Amendment to the "Demised Premises" shall be deemed to include the Additional
Premises, and Tenant's use and occupancy of the Additional Premises shall be
subject to all terms and conditions of the Lease.
3. TERM. The term of the Lease with respect to the Additional Premises
shall commence on the date hereof, but no rent shall accrue with respect to
the Additional Premises until May 15, 2000 (the "ADDITIONAL PREMISES
COMMENCEMENT DATE" or "APCD").
4. MINIMUM RENT.
Commencing on the Additional Premises Commencement Date, Tenant shall pay (in
addition to the Annual Base Rent payable under the Lease with respect to the
Existing Premises) Annual Base Rent with respect to the Additional Premises
as follows:
PERIOD ANNUAL RENT MONTHLY RENT $ / R.S.F.
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APCD to 07/31/06 $19,200.00 $1,600.00 $16.00
5. TENANT'S FRACTION / ESCALATIONS IN TAXES AND OPERATING EXPENSES.
Effective as of the Additional Premises Commencement Date, "Tenant's
Fraction" shall be revised to be 21,178/166,250 or 12.7%. All terms and
provisions of the Lease based on Tenant's Fraction (including, without
limitation, payment of Operating Expenses) shall be adjusted effective as of
the Additional Premises Commencement Date.
6. TENANT IMPROVEMENTS.
(a) Landlord represents and warrants that the Additional Premises, and
all routes of ingress and egress therefrom, as configured on the date hereof,
comply with all applicable laws, regulations and ordinances, as in effect on
the date hereof (including, without limitation, the Pennsylvania Fire and
Panic Act, 35 P.S. Section 1221 et seq., and the United States Americans with
Disabilities Act). Except as provided in the preceding sentence, Tenant has
inspected the Demised Premises, is familiar with the condition thereof, and
accepts the Additional Premises in "AS IS" condition, without any
representation or warranty by Landlord, express or implied.
(b) Landlord shall bear the entire expense of causing the Additional
Premises, and all routes of ingress and egress therefrom, as configured on
the date hereof, to comply with all applicable laws, regulations and
ordinances, as in effect on the date hereof, consistent with the
representation in subparagraph (a) of this paragraph 6. Except as provided
in the preceding sentence, Tenant acknowledges that Landlord shall have no
obligation to perform any improvements to the Demised Premises to prepare the
Demised Premises for Tenant's occupancy.
(c) Tenant may perform, and Landlord hereby consents to, the work
described on Exhibit "B" attached hereto (the "Tenant Improvements") upon the
Additional Premises, and may occupy the Additional Premises by its employees
and contractors for such purpose and any other purpose consistent with the
Lease, without payment of any rent, from the date hereof through the
Additional Premises Commencement Date. Tenant shall not make any other
alterations or improvements within the Additional Premises without the prior
written consent of Landlord, which consent shall not be unreasonably
withheld, conditioned or delayed.
7. BROKERS. Each of Landlord and Tenant represents and warrants that it has
not employed any broker or agent as its representative in the negotiation for
or the obtaining of this Seventh Amendment, and that no broker or agent is or
will be entitled to any commission of finders fee in connection herewith.
Each party agrees to indemnify and save the other harmless from and against
any claim arising out of a breach of the foregoing representation and
warranty.
8. NO FURTHER MODIFICATIONS. Except as expressly modified hereby, the Lease
shall remain unmodified and in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have executed this amendment as of the date
first above written.
LANDLORD:
XXXXXXX OFFICE ASSOCIATES, L.P.
By: XXXXXXX OFFICE DEVELOPERS, L.P.
By: XXXXXXX OFFICE, INC.
By: /s/ illegible signature
-----------------------------------
Name:
Title:
TENANT:
EXE TECHNOLOGIES, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: SVP, Administration
EXHIBIT "A"
PLAN
EXHIBIT "B"
TENANT IMPROVEMENTS
EXE Technologies, Inc. plans to perform the following work:
1) Demolish existing partition wall and closets along hallway in South Wing
2) Reconfigure ceiling tiles to be consistent throughout the wing
3) Install new 2' x 4' fluorescent lighting consistent of that currently
installed within EXE south wing space
4) Demolish existing partition walls in rear of South Wing
5) Patch ceiling and soffit along ductwork where partitions will be removed
6) Relocate existing electrical outlets
7) Relocate existing exit EXE door to be located near fresh air intake
8) Patch and relocate existing common area lighting
9) Replace carpeting areas designated on floor plan
10) Install network jacks
11) Install 50" Kneewall partition
