EXHIBIT 10(c) TO SYMIX SYSTEMS, INC. 1998 FORM 10-K
SECOND LEASE AMENDMENT
This Second 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, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (the
"Landlord") and Symix Computer Systems, Inc., an Ohio corporation, whose address
is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (the "Tenant").
RECITALS
A. 2600 Realty Corp. V, Landlord's predecessor in interest, and Tenant
entered into a lease agreement dated April 3, 1991, a Start Date Agreement dated
October 15, 1992, a Second Lease Amendment dated December 1, 1993, and a Tenant
Acceptance Letter dated December 1, 1993 (collectively, the "Lease"), pursuant
to which Tenant leased certain premises containing approximately 62,118 rentable
square feet of office space (the "Original Premises") located on the second,
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.
IT IS, THEREFORE, agreed as follows:
1. Tenant hereby leases an additional five thousand six hundred
sixty six (5,666) usable square feet of office space (the "Expansion Space")
located on the lower level 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
April 1, 1994, 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 April 1, 1994, the Premises shall be deemed to include
the Expansion Space; and the Premises, including the Original Premises and the
Expansion Space, will contain an aggregate of approximately 67,784 rentable
square feet.
4. Tenant shall pay Landlord Base Rent for the Premises in the
amount of Fifty One Thousand Six Hundred Thirty
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Two and 83/100 Dollars ($51,632.83) per month, payable in advance on the
first day of each calendar month, without set off or demand, beginning on
April 1, 1994, and continuing each calendar month until the expiration of the
Lease Term.
5. Tenant's share of the Operating Expenses for the Expansion
Space shall be calculated by multiplying the total Operating Expenses (as
defined in the Lease) by a fraction, the numerator of which shall be the
number of square feet in the Expansion Space and the denominator of which
shall be 130,005. Tenant's Pro Rata Share of all Taxes and Operating Expenses
for the Expansion Space shall be 4.36%. Tenant's share of the Operating
Expenses for the Expansion Space shall be payable as Additional Rent in the
manner, and at such times, as is required by the terms of the Lease.
Operating Expense charges for all occupied office space in the lower
level of the Building will be deducted from the total Operating Expenses (the
"Adjusted Total Operating Expenses"). Operating Expense charges for the
Original Premises will be calculated in accordance with provisions in the
Lease, as amended, by multiplying the Adjusted Total Operating Expense by
Tenant's Pro Rata Share. Tenant's Pro Rata Share for the Original Premises
is 51.7%.
6. Tenant accepts the Premises in their current condition as far
as tenant finish and improvements, except for Landlord's obligations to
repair as set forth in Section 12 of the Lease, and except that Landlord
shall, at its expense, install panic hardware on the south side of the door
(the "Emergency Door") separating the Expansion Space from the adjacent space
as indicated on Exhibit A hereto. Landlord shall not be required to make
additional tenant improvements to the Premises.
Landlord has obtained consent from Digital Equipment Corporation ("DEC")
for Tenant to use the Emergency Door for emergency egress. Tenant has
reviewed and approved the DEC consent. If Tenant, after good faith efforts,
is unable to obtain the necessary approval of the appropriate government
authority that the installation of the Emergency Door meets building code
requirements, Landlord, at its option, may (a) obtain the governmental
approval or (b) terminate this Second Lease Amendment by written notice to
Tenant. By occupying the Expansion Space, Tenant shall be deemed
conclusively to have accepted the Premises, including the Expansion Space,
and to have acknowledged that the Premises are in the condition required by
the Lease and this Second Lease Amendment. Tenant shall execute and deliver
to Landlord an acceptance letter in the form attached as Exhibit B hereto no
later than April 14, 1994.
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Tenant shall indemnify and hold harmless Landlord from and against any
and all costs, expenses, liabilities, losses, damages, suits, penalties,
actions, fines, claims, judgements or demands of any kind asserted by or on
behalf of any person or governmental authority arising out of or in any way
connected with the use of the Emergency Door pursuant to the terms of Section
6 of the Lease.
7. 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.
8. Tenant hereby certifies that no real estate broker has or will
represent it with regard to the Expansion Space and that no finder's fees
have been or will be earned by any third party and Tenant shall indemnify and
hold Landlord harmless from any liability or expense that may arise from such
claims, including reasonable attorney's fees.
9. This Second Lease Amendment shall be construed, governed and
enforced in accordance with the laws of the State of Ohio.
10. This Agreement and the instruments and documents contemplated
hereby, and the execution and delivery hereof by Tenant, and the consummation
of the transactions herein provided, have been duly authorized and approved
by Tenant's Board of Directors and do not violate any provision of the
constitution or bylaws of Tenant, or any agreement to which Tenant is a party
or by which Tenant is bound, and constitutes valid and binding obligations of
Tenant enforceable against it in accordance with their respective terms. No
consent or governmental approval is required in connection with the
consummation of the transactions contemplated hereby. Tenant represents and
warrants to Landlord that it has full right, power and authority to enter
into the transactions provided for in this Second Lease Amendment.
IN WITNESS WHEREOF, Landlord has executed this Lease Amendment on the
1st day of April, 1994, and Tenant has executed this Lease Amendment on the
1st day of April, 1994.
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LANDLORD: CORPORATE EXCHANGE
BUILDINGS IV AND V
LIMITED PARTNERSHIP
WITNESSES By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.,
General Partner
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- ---------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date: 4-1-94
----------------------------- -----------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------
TENANT: SYMIX COMPUTER SYSTEMS,
INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
------------------------------ ----------------------------
▇▇▇▇▇ ▇. ▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman of the Board and
------------------- Chief Executive Officer
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Date: April 1, 1994
------------------- ------------------------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- ----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President of
--------------------- Finance and Administration
and Chief Financial Officer
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Date: April 1, 1994
--------------------- -------------------------
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NOTARIZATION FOR LANDLORD
▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇ this 1st day of April, 1994, before me, a notary public in and for said
County and State, personally appeared ▇▇▇▇▇ ▇▇▇▇▇▇▇, President of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& 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.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Notary Public
My Commission Expires: 11-1-97
-------
NOTARIZATION FOR CORPORATE TENANT
STATE OF OHIO
COUNTY OF FRANKLIN
On this 1st day of April, 1994, before me, a notary public in and for said
County and State, personally appeared ▇▇▇▇▇ ▇. ▇▇▇, Chairman of the Board and
Chief Executive Officer, and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President of Finance
and Administration and 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.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Notary Public
My Commission Expires: None
-----------
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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 ▇▇▇▇▇ ▇. ▇▇▇, is the
duly elected and qualified Chairman of the Board and Chief Executive Officer and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is the duly elected and qualified Senior Vice President of
Finance and Administration and 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
▇▇▇▇▇ ▇. ▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇
------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
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 November 30, 1993 and that
there are no modifications, additions or rescissions thereto:
RESOLVED, that the Chairman of the Board and Chief Executive Officer and
Senior Vice President of Finance and Administration 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.
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IN WITNESS WHEREOF, the undersigned has hereunto set (his) hand and affixed the
seal of the Company on this 1st day of March, 1994.
SYMIX COMPUTER SYSTEMS, INC.
(CORPORATE SEAL)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
---------------------------------
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EXHIBIT B
TENANT ACCEPTANCE LETTER
[Letterhead of Tenant]
[Date]
Corporate Exchange Buildings IV and V Limited Partnership
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Re: Lease Dated April 3, 1991, First Lease Amendment Dated December 1, 1993,
and Second Lease Amendment Dated April 1, 1994, at Corporate Exchange
Building V, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
The undersigned, as Tenant, hereby confirms the following as of April 1,
1994:
1. Tenant has accepted possession of and is currently occupying the
entire Premises.
2. The commencement date for the Second Lease Amendment is
April 1, 1994.
3. All alterations and improvements required to be performed by Landlord
pursuant to the terms of the Lease, the First Lease Amendment, and the
Second Lease Amendment to prepare the 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.
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: /s/ ▇▇▇▇▇ ▇. ▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇
Chairman of the Board and
Chief Executive Officer
1
