SUBLEASE
This Sublease is made on this the 21st day of May, 1998, between EXE
TECHNOLOGIES, INC., a Delaware corporation ("Sublessor"), having an office at
000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 and BLI-8787, LTD.,
a Texas limited partnership ("Sublessee"), having its office at 0000 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, and said parties hereby agree as
follows:
RECITALS
1. This Sublease is made with reference to the following facts and
objectives:
a. Sublessee, as Lessor, and Sublessor, as Lessee, entered into a
written Office Lease dated May 21,1998 (hereinafter referred to as
the "Master Lease") covering floors 1 through 5 of the office
building located at 0000 Xxxxxxxx Xxxxxxx as described in said
Master Lease (the "Premises"), a copy of which is attached hereto
as EXHIBIT "A" and made a part hereof.
b. Sublessee desires to sublet from Sublessor approximately 2,000
square feet on the first floor and floor 5 of the Premises (the
"Sublease Premises") comprising approximately 21,430 rentable
square feet of space upon the terms and conditions contained in
this Sublease.
2. PREMISES. Sublessor hereby leases to Sublessee the Sublease
Premises upon the terms set forth herein.
3. TERM: POSSESSION. The term of this Sublease shall commence on the
Commencement Date as defined in the Master Lease (which shall be the
"Effective Date" of this Sublease) and shall terminate on the date of
termination of the Master Lease, including any renewals or extensions
pursuant to Options under the Master Lease. Sublessor shall deliver
possession of the Sublease Premises to Sublessee upon the Effective Date.
4. RENT. Sublessee shall pay to Sublessor as annual Base Rent, the sum
of $421,528.10 per year for months 7 through 66 and $453,887.40 per year for
months 67 through 126, which rent will be paid via a credit from Sublessee to
Sublessor in the amount of $35,127.35 per month for months 7 through 66 and
$37,823.95 per month for months 67 through 126, against the Base Rent due
under the Master Lease.
5. NOTICES. All communications shall be forwarded by certified mail,
return receipt requested, postage prepaid, addressed to:
Sublessor: EXE Technologies, Inc.
000 Xxxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Sublessee: BLI-8787, Ltd.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxx
subject to the right of either party to designate by notice in writing,
forwarded in compliance with this Paragraph 5 any new address to which
communications and installments of rent may be sent.
6. INCORPORATION BY REFERENCE; ASSUMPTION. The terms and provisions of
the Master Lease are incorporated by reference into this Sublease as if fully
set forth herein and this Sublease is subject to the terms and conditions of
the Master Lease except that
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in the event of a conflict between the Master Lease and this Sublease the
terms of the Sublease shall control. For the purpose of interpreting this
Sublease in conjunction with an interpretation of its application to the
Master Lease, whenever the term "Lessee" appears in the Master Lease the word
"Sublessee" shall be inserted and whenever the term "Lessor" appears, the
word "Sublessor" shall be inserted. Unless otherwise specifically provided
in this Sublease, Sublessee shall have all the rights Sublessor, as Lessee,
has under the Master Lease with respect to the Sublease Premises.
It is intended that Sublessor and Sublessee shall each be responsible
for a pro rata share of all Additional Rent due under the Master Lease
including charges for real estate and personal property taxes, assessments,
maintenance, insurance, utilities, etc., to the end that all such obligations
under the Master Lease imposed expressly or by operation of law against the
Sublessor shall be timely discharged by Sublessor or Sublessee. Sublessor
shall be responsible for 77.86% of Lessee's Pro Rata Share of Excess Real
Estate Taxes and 77.86% of Lessee's Pro Rata Share of Excess Operating
Expenses, and Sublessee shall be responsible for eighty percent (80%) of
Lessee's Pro Rata Share of Excess Real Estate Taxes and eighty percent (80%)
of Lessee's Pro Rata Share of Excess Operating Expenses. So for example,
Sublessor's current share of Lessee's Pro Rata Share of Excess Operating
Expenses is 38.15% (calculated by .7786 multiplied by the 49% Lessee's Pro
Rata Share currently applicable under the Master Lease) and Sublessor's
current share of Lessee's Pro Rata Share of Excess Real Estate Taxes is
.7786% (calculated by .20 multiplied by the 100% Lessee's Pro Rata Share
currently applicable under the Master Lease), and Sublessee's current share
of Lessee's Pro Rata Share of Excess Operating Expenses is 10.85% (calculated
by .2214 multiplied by the 49% Lessee's Pro Rata Share currently applicable
under the Master Lease), and Sublessee's current share of Lessee's Pro Rata
Share of Excess Real Estate Taxes is 22.14% (calculated by .2214 multiplied
by the 100% Lessee's Pro Rata Share currently applicable under the Master
Lease).
Sublessee shall assume and timely perform Lessee's obligations under the
Master Lease with respect to the Sublease Premises; provided, to the extent
that Master Landlord waives such obligations, Sublessee shall not be required
to perform such obligations. Sublessor shall continue to remain responsible
for Lessee's obligations under the Master Lease with respect to the Premises,
excluding the Sublease Premises. Sublessor does not assume, and shall not be
responsible to perform, any of Lessor's obligations under the Master Lease
with respect to the Sublease Premises.
7. BROKERAGE COMMISSION. The parties represent to one another that no
other party is entitled to a brokerage fee relating to this Sublease, by,
through or under such party. Each of the parties indemnifies the other
against claims for any loss, damage, judgment, fees or costs regarding a
brokerage commission asserted against a party hereto due to the acts or
omissions of such indemnitor.
8. CONDITIONS OF DELIVERY. Sublessee shall accept possession of the
Premises in its present, "AS IS" condition without any warranties or
representations by Sublessor and in reliance upon Sublessee's inspection of
the Premises.
9. NON-MERGER. Sublessor and Sublessee acknowledge and agree that the
Sublease, Master Lease and fee title in and to the Premises shall not merge,
but shall remain separate and distinct, despite the fact that BLI-8787, Ltd.
is the owner of fee simple title to the Premises and is the Master Landlord
under the Master Lease and the Sublessee under this Sublease.
10. ASSIGNMENT AND SUBLEASE. Sublessee may assign or sublet all or any
part of the Sublease Premises without the prior written consent of the
Sublessor, subject to the right of first refusal hereinafter set forth, and
any profits received from such assignment or sublease shall be for the sole
benefit of Sublessee. Sublessor may not assign its rights or obligations
hereunder without the prior written consent of Sublessee, which may be
withheld in Sublessee's sole and absolute discretion.
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11. RIGHT OF FIRST REFUSAL/OPTION. Sublessee hereby grants to Sublessor
a right of first refusal to lease all or any portion of the Sublease Premises
upon the following terms and conditions. In the event that Sublessee receives
a bona fide offer from a third party to sub-sublease (the "Outside Offer")
all or a part of the Sublease Premises which Sublessee desires to accept,
Sublessee will notify Sublessor ("Sublessee's Notice") of the rental rate and
other terms and provisions of any such proposed Outside Offer, and Sublessor
will have the right within five (5) business days after Sublessee's Notice to
provide written notice to Sublessee of Sublessor's desire to negotiate a
lease on such portion of the Sublease Premises upon the same general terms
and conditions as set forth in Sublessee's Notice; provided, however, in the
event that Sublessor fails to provide Sublessee such written notice within
five (5) business days after Sublessee's Notice then Sublessor shall be
deemed to have waived its rights hereunder and Sublessee may negotiate and
enter into a lease on the Sublease Premises upon the general terms and
conditions as provided in Sublessee's Notice. In the event that Sublessor
notifies Sublessee in writing within five (5) business days after Sublessee's
Notice that Sublessor desires to lease such portion of the Sublease Premises
upon such general terms and conditions as provided in Sublessee's Notice,
then Sublessee and Sublessor shall execute an amendment hereto acknowledging
that Sublessor is leasing such portion of the Sublease Premises upon the same
terms and conditions as set forth in the Master Lease, except as otherwise
provided in the Outside Offer.
Notwithstanding anything to the contrary contained in this Paragraph 11
hereof, the lease rate and tenant allowance shall be consistent with the
terms of the Master Lease with respect to any of the Sublease Premises, in
the event that Sublessor accepts Sublessee's Notice (and Sublessor and
Sublessee execute an amendment hereto acknowledging that Sublessor is leasing
the Sublease Premises upon the same terms as the Master Lease) on such space
within the first twelve (12) months of the lease term. Notwithstanding
anything herein to the contrary, Sublessor shall have an option to lease the
fifth floor of the Sublease Premises upon the terms and conditions of the
Master Lease for a period of twelve (12) months after the Effective Date
hereof, and Sublessee shall not lease the fifth floor of the Sublease
Premises to any third party during such twelve (12) month period without the
prior written consent of Sublessor which consent of Sublessor shall be deemed
granted if the lease to the third party allows Sublessee to terminate such
lease upon thirty (30) days prior written notice. Notwithstanding anything
herein to the contrary, Sublessor and Sublessee shall each cooperate with one
another in connection with qualification for tax incentives for the Premises
and the Office Complex of which it is a part. Notwithstanding anything to the
contrary herein, the right of first refusal shall expire and be waived as to
all or any portion of the Sublease Premises upon which Sublessee complies
with the provisions of this paragraph and Sublessor waives or is deemed to
have waived its right in the event that Sublessee then leases such portion of
the Sublease Premises under the Outside Offer.
SUBLESSOR:
EXE TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Printed Name: Xxxxxxx X. Xxxx
--------------------------
Title: President & CEO
---------------------------------
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SUBLESSEE:
BLI-8787, LTD.,
a Texas limited partnership
By: Xxxxxxx Xxxx Investments, Inc.,
a Texas corporation, general partner
By: /s/ Xxxxx X. Xxxx
------------------------------------
Printed Name: Xxxxx X. Xxxx
--------------------------
Title: President
---------------------------------
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EXHIBIT "A"
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