EXHIBIT 10.28
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE ("Second Amendment") is made effective as of
_____________________, 1999 (the "Effective Date"), by and between DENVER XXXXX
DEVELOPMENT, LLC, a Delaware limited liability company ("Landlord"), and TANNING
TECHNOLOGY CORPORATION, a Delaware corporation ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into that certain Lease Agreement
dated June 3, 1998, as amended by a First Amendment to Lease dated March 11,
1999 (as amended to date, the "Lease"); and
WHEREAS, the parties hereto now desire to amend the Lease, as set forth
herein but not otherwise.
NOW, THEREFORE, in consideration of the covenants and conditions set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Defined Terms. For purposes of this Second Amendment, capitalized
terms and other defined items used herein but not defined herein shall have the
meanings ascribed to them in the Lease. In the event any of the terms of the
Lease conflict with the terms of this Second Amendment, the terms of this Second
Amendment shall control.
2. Rent Abatement. The last sentence of Section 3.A of the Lease is
amended to read in its entirety as follows: "Notwithstanding any provision
contained elsewhere in this Lease to the contrary, provided that Tenant is not
otherwise in default under the terms and provisions of this Lease, Annual Rent
shall be abated during the first six and one-third (6 1/3) months of the Term,
and Tenant shall commence Annual Rent payments on the date which is six (6)
months and ten (10) days from the Commencement Date."
3. Brokerage Commissions. Landlord and Tenant hereby represent and
warrant to each other that no commission is due and payable to any broker or
other leasing agent in connection with this Second Amendment as a result of its
own dealings with such broker or leasing agent. Landlord and Tenant hereby
agree to indemnify and hold each other harmless from and against all loss,
damage, cost, and expense (including reasonable attorneys' fees) suffered by the
other party as a result of a breach of the foregoing representation and
warranty.
4. Full Force and Effect. Except as amended herein, all terms and
conditions of the Lease shall remain in full force and effect throughout the
duration of the Term. The Lease, as amended herein, constitutes the entire
agreement between the parties hereto and no further modification of the Lease,
as amended herein, shall be binding unless evidenced by an agreement in writing
signed by Landlord and Tenant.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment
as of the day and year first above written.
TENANT: LANDLORD:
TANNING TECHNOLOGY
CORPORATION, a Delaware corporation DENVER XXXXX DEVELOPMENT, LLC, a
Delaware limited liability company
By: /s/ Xxxx Tanning By: /s/ Xxx Xxxxx
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Print Name: Xxxx Tanning Xxx Xxxxx
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Its: VP of HR & Admin
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Manager
ATTEST: /s/ Xxxx Xxxxxxxxx
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[ S E A L ]
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