AMENDMENT TO
COMMERCIAL SUBLEASE AGREEMENT
THIS AMENDMENT TO COMMERCIAL SUBLEASE AGREEMENT (this "Amendment") is
made and entered into effective as of June 1, 2001 (the "Effective Date"),
between XxxxxxXxxx.xxx, Inc., a Pennsylvania corporation ("SubLessor"), and
Digital Insurance, Inc., a Delaware corporation ("SubLessee").
W I T N E S S E T H:
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WHEREAS, SubLessor and SubLessee executed and delivered that certain
Commercial Sublease Agreement dated as of July 1, 2000 (the "Sublease
Agreement"); and
WHEREAS, the parties desire to amend the Sublease Agreement as set
forth herein;
NOW, THEREFORE, in consideration of $10.00 and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt,
adequacy and legal sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, do hereby agree as follows:
Section 1. Amendments to Sublease Agreement. Effective as of the
Effective Date, the following sections of the Sublease Agreement are amended as
follows:
(a) Section 5(a) is amended to provide that, effective as of the
Effective Date, the annual base rent shall be calculated at
the rate of $17.125 per square foot per annum (as opposed to
$18.00 per square foot per annum).
(b) Section 34 is amended in its entirety as follows:
"34. Termination of Lease Agreement.
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(a) It is hereby mutually agreed that either party hereto
may terminate this Lease Agreement at any time upon
mutual written agreement of both parties or at the end
of each term by giving to the other party written notice
of non-renewal at least sixty (60) calendar days prior
thereto (except that SubLessor shall not have such right
at the end of the original term or first renewal term if
SubLessee exercises the option to renew granted in
Paragraph 38 hereof), but in default of such notice,
this Lease Agreement shall continue upon the same terms
and conditions in force immediately prior to the
expiration of the term hereof as are herein contained
for a further period of one (1) year and so on from year
to year unless or until terminated by either party
hereto giving the other at least sixty (60) calendar
days written notice of nonrenewal prior to expiration of
the then current term. In the event that SubLessee shall
give notice, as stipulated in this Lease Agreement, of
the end of the present term, or any renewal or extension
thereof, and shall fail or refuse so to vacate the same
on or before the date designated in such notice, then it
is expressly agreed that SubLessee shall pay SubLessor
holdover rent at the rate of 1.25 times the base rental
at the time of such holdover. All powers granted to
SubLessor by this Lease Agreement may be exercised and
all obligations imposed upon SubLessee by this Lease
Agreement shall be performed by SubLessee as well during
any extension or renewal of the original term of this
Lease Agreement as during the original term itself.
(b) Notwithstanding anything in Section 34(a) above to the
contrary, SubLessee may terminate this Agreement
effective at any time after June 1, 2001, by giving
SubLessor written notice of termination at least sixty
(60) days prior to the desired effective termination
date as stated in such notice, and SubLessor may
terminate this Agreement by giving SubLessee written
notice of termination at least one hundred-fifty (150)
days prior to the desired effective termination date as
stated in such notice if SubLessor shall sell the
building and the new owner desires to terminate this
Agreement."
(c) Section 38 is amended to clarify that the base rental rate for each
renewal term shall be the base rental for the initial term or the then-expiring
renewal term, as the case may be, adjusted for the ensuing year by the
annualized increase in the Consumer Price Index for the Philadelphia region (as
measured by the average monthly increase in the Consumer Price Index for the
Philadelphia region for the six (6) months immediately prior to the renewal
date, annualized for a year).
Section 2. Full Force and Effect. The Sublease Agreement, as modified
hereby, shall remain in full force and effect. To the extent there are any
inconsistencies between the terms of this Amendment and the terms of the
Sublease Agreement, the terms and provisions of this Amendment shall prevail.
Section 3. Counterparts. This Amendment may be executed in several
counterparts, each of which when fully executed shall be an original, and all
such counterparts taken together shall be deemed to constitute one and the same
amendment. Delivery of any signature page via telecopy or other electronic
facsimile transmission shall be deemed equivalent to physical delivery of the
original signature page. Any signature page of any counterpart hereof, whether
bearing an original signature or an electronic facsimile transmission of a
signature, may be appended to any other counterpart hereof to form a completely
executed counterpart hereof.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives effective as of the date first
above written.
DIGITAL INSURANCE, INC. XXXXXXXXXX.XXX, INC.
BY:___________________________ BY: ________________________
XXXXXX X. XXXXXXX XXXXX X. XXXXXX
President & CEO President & CEO
