EIGHTH AMENDMENT OF LEASE
THIS AMENDMENT, made and entered into as of 11/17/97 by and between FMOB
ASSOCIATES ("Landlord") and INFONAUTICS CORPORATION, a Pennsylvania
Corporation ("Tenant").
WHEREAS, by lease dated June 1994 (the "Initial Lease"), Landlord leased
to Tenant and Tenant leased from Landlord a portion of a building located at
000 Xxxx Xxxxxx Xxxx, Xxxxx, Xxxxxxxxxxxx, consisting of 7,756 square feet of
space in Building 900 as more particularly described in the Lease (the
"Original Premises").
WHEREAS, by that certain First Amendment to lease dated January, 1995
(the "First Amendment") Landlord leased to Tenant an additional (i) 1,522
square feet of space in Building 1000 as more particularly described in the
First Amendment ("First Expansion Space"), and (ii) 1,247 square feet of
space in Building 1000 as more particularly described in the First Amendment
("Second Expansion Space").
WHEREAS, by that certain Second Amendment to lease dated June 30, 1995
(the "Second Amendment") Landlord leased to Tenant an additional 5,462 square
feet of space in Building 1100 more particularly described in the Second
Amendment ("Third Expansion Space"), and Landlord and Tenant
extended the Initial Term Expiration Date to July 31, 2000.
WHEREAS, by that certain Third Amendment to lease dated as of November
13, 1995, Landlord leased to Tenant Suite 1101 consisting of approximately
1,509 square feet of space in Building 1100 as more particularly described in
the Third Amendment ("Fourth Expansion Space").
WHEREAS, by that certain Fourth Amendment to lease dated as of May 22,
1996, Landlord and Tenant agree to the terms of a utility access agreement.
WHEREAS, pursuant to the terms of the Third Amendment, the Initial Lease
was amended to redefine the term "Demised Premises" to include the Original
Premises, the First Expansion Space, the Second Expansion Space, the Third
Expansion Space and the Fourth Expansion Space thereby increasing the total
square footage of the Demised Premises to 17,496 square feet of the Tenant's
Proportionate Share to 10.83%. The Fifth Expansion Space thereby increases
the total square footage of the Demised Premises to 21,040 square feet and
Tenant's Proportionate Share to 13.03%.
WHEREAS, by that certain Fifth Amendment to lease dated April 18, 1996
(the "Fifth Amendment"), Landlord leased to Tenant Suites 801, 802 and 804
consisting of approximately 3,544 square feet of space in Building 800 as
more particularly described in the Fifth Amendment ("Fifth Expansion Space").
WHEREAS, by that certain Sixth Amendment to lease dated 4/14/97 (the
"Sixth Amendment") Landlord leased to Tenant the following suites:
Suite 402 (Focus) - 3,569 SF
Suite 701 (Textile) - 1,575 SF
Suite 702 (CSR) - 3,610 SF
Xxxxx 000 (Xxxxxx) - 0,000 XX
Xxxxx 000 (X. Xxxxxx) - 1,566 SF
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TOTAL 11,583 SF
as more particularly described in the Sixth Amendment ("Sixth Expansion
Space").
WHEREAS, by that certain Seventh Amendment to lease dated 9/19/97
(the "Seventh Amendment") Landlord leased to Tenant Suite 401 consisting of
approximately 1,641 SF as more particularly described in the Seventh Amendment
("Seventh Expansion Space").
WHEREAS, Tenant desires to lease from Landlord and Landlord desires to
lease to Tenant the following suites:
Suite 604 - plus minus 4,000 SF
Suite 601 - plus minus 1,220 SF
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TOTAL plus minus 5,220 SF
as more particularly outlined in Exhibit "A" attached hereto as ("Eighth
Expansion Space").
NOW THEREFORE, in consideration of the sum of $1.00, in hand well and
truly paid, and other good and valuable consideration, the receipt of which
is hereby acknowledged, and in further consideration of the mutual premises
and covenants herein contained, the parties, intending to be legally bound,
agree:
1. The Initial Lease, as amended, is sometimes referred to herein as
the "Lease". All other capitalized terms used in this Amendment shall have
the same meaning as assigned to them in the WHEREAS clauses of this Amendment
or the Lease, unless otherwise specifically noted. The provisions of the
WHEREAS clauses are incorporated herein as if fully set forth.
2. Commencing on February 1, 1998, the Eighth Expansion Space
Commencement Date, the Lease is amended to redefine the term "Demised
Premises" to include the Original Premises, the First Expansion Space, the
Second Expansion Space, the Third Expansion Space, the Fourth Expansion, the
Fifth Expansion, the Sixth Expansion, the Seventh Expansion Space and the
Eighth Expansion for all purposes, provided that the following provisions
shall apply to the Eighth Expansion Space only notwithstanding any contrary
provisions of the Lease: (i) the term of the lease of Eighth Expansion Space
shall be Sixty (60) Months, (ii) the Extension Option provided in the Initial
Lease shall not apply to the Eighth Expansion Space; (iii) the first and
second termination options provided in the Initial Lease shall not apply to
the Eighth Expansion Space, (iv) Tenant's Proportionate Share with respect to
the Eighth Expansion Space only shall be 3.23% (5,220/161,519 sq. ft.)
increasing the total square footage to 39,487 sq. ft. and Tenant's
proportionate share to 24.45%; and (v) Base Rent for the Eighth Expansion
Space shall be $107,010.00 per year, payable in advance in equal monthly
installments of $8,917.50.
3. Landlord's Work.
a. Landlord and Tenant agrees that Tenant is leasing this Eighth
Expansion Space in its current "As-Is" condition with the exception that
Landlord will provide Tenant with a construction allowance of $20,000.00,
representing Landlord's sole construction allowance contribution to Tenant.
All other improvements to the space Tenant wishes to perform shall be at
Tenant's sole cost and expense with such improvements being submitted in
writing to Landlord for Landlord's approval of the work, such approval not to
be unreasonably withheld.
4. Tenant shall, at Tenant's sole cost and expense, keep the Eighth
Expansion Space and every part thereof in good condition and repair, damage
thereto from fire or other casualty and ordinary wear and tear, condemnation,
and from the negligence or misconduct of Landlord, its agents, employees,
invitees, contractors, subcontractors, and others for whom Landlord is
legally responsible, alone excepted. The parties hereto affirm that Landlord
has made no representations to Tenant respecting the condition of the Seventh
Expansion Space or the Building except as specifically herein set forth in
writing.
5. Tenant and Landlord agree that Tenant has no further expansion
options under the Lease.
6. ALL TIMES HEREIN AND IN THE LEASE ARE AND REMAIN OF THE ESSENCE.
7. Except as modified herein, all terms and conditions of the Lease
shall remain in full force and effect. In the event of any inconsistency
between the terms of this Amendment and the terms of the Lease, the terms of
this amendment shall prevail. The Lease and this Amendment represent the
entire agreement between the parties relating to the lease of the Premises
and shall supersede any other agreements, whether written or oral. There are
no understandings, representations or warranties of any kind, pertaining to
the lease of the Premises which are not expressly set forth in this Amendment
and the Lease. ALL OF THE CONFESSIONS OF JUDGMENTS FOR DAMAGES AND POSSESSION
CONTAINED IN THE LEASE ARE HEREBY RATIFIED, CONFIRMED AND RESTATED BY TENANT
AND ARE INCORPORATED HEREIN BY REFERENCE AS THROUGH SET FORTH IN THEIR
ENTIRETY.
8. Submission of Lease/Lease Amendment to Tenant. The submission by
Landlord to Tenant of this Lease Amendment shall have no binding force or
effect, shall not constitute an option for the leasing of the Demised
Premises, shall not constitute a lease or agreement to enter into a lease
(even if such term is less than three (3) years in duration), nor confer any
rights tor impose any obligations upon either party until the execution
thereof by Landlord and the delivery of an executed original copy thereof by
Landlord to Tenant or Tenant's representative.
[Signature Page Following]
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
on the date first above mentioned.
LANDLORD:
FMOB ASSOCIATES By its General Partner
West Valley, Inc.
BY: /s/ Xxxx X. Xxxx
---------------------------------
Xxxx X. Xxxx, President
TENANT:
INFONAUTICS CORPORATION, a
Pennsylvania Corporation
ATTEST: BY: /s/ Xxxxxx Xxxx
----------------- ---------------------------------
Name: Xxxxxx Xxxx
[CORPORATE SEAL] Title: VP Finance and Administrations
EXHIBIT 'A"
FLOOR PLAN
8th Expansion Space
plus minus 5220 SF
