Exhibit 10.1(a)
SIXTH AMENDMENT TO LEASE
THIS SIXTH AMENDMENT TO LEASE ("Amendment") is made on this day of 21st day of
July, 1997, by and between BALA PLAZA, INC., a Delaware corporation ("Landlord")
and THE JUDGE GROUP, INC., a Pennsylvania corporation formerly known as Judge,
Inc. ("Tenant").
BACKGROUND
A. The Prudential Insurance Company of America ("Prudential") and Tenant entered
into a certain Lease, dated January 21, 1994 (the "Original Lease"), pursuant to
which Prudential leased to Tenant approximately 12,493 rentable square feet of
space on the eighth floor (the "Premises") of the building known as Two Bala
Plaza ("Building") and upon lands located in Bala Cynwyd, Lower Merion Township,
Xxxxxxxxxx County, Pennsylvania (the "Property"). The Premises are more fully
described in the Lease. Capitalized terms used but not defined herein shall have
the respective meanings ascribed to such terms in the Lease.
B. Prudential and Judge entered into a certain First Amendment of Lease, dated
as of September 7, 1994 ("First Amendment") pursuant to which Prudential and
Judge amended the Original Lease to, among other things, (i) add to the Premises
approximately 765 rentable square feet of space on the eighth floor of the
Building, as such space is more fully described in the First Amendment ("First
Amendment Additional Space"), and (ii) adjust the Base Rent and additional rent
payable by Tenant.
C. Prudential and Judge entered into a certain Second Amendment of Lease, dated
as of November 7, 1994 ("Second Amendment") pursuant to which Prudential and
Judge further amended the Original Lease to, among other things, confirm the
commencement and expiration dates of the term of the Original Lease as being
July 1, 1994 and June 30, 2000, respectively.
D. Prudential and Judge entered into a certain Third Amendment of Lease, dated
as of May 2, 1995 ("Third Amendment") pursuant to which Prudential and Judge
further amended the Original Lease to, among other things, confirm March 27,
1995 as being the date that the First Amendment Additional Space was added to
the Premises.
E. Prudential and Judge entered into a certain Fourth Amendment of Lease, dated
as of July 31, 1995 ("Fourth Amendment") pursuant to which Prudential and Judge
further amended the Original Lease to, among other things, (i) add to the
Premises approximately 9,635 rentable square feet of space on the fourth floor
of the Building, as such space is more fully described in the Fourth Amendment,
(ii) adjust the Base Rent and additional rent payable by Tenant, and (iii)
provide Tenant with a right of first offer to lease approximately 1,708 rentable
square feet of space on the fourth floor of the Building, as such space is more
fully described in the Fourth Amendment (the "Fourth Amendment First Offer
Space").
F. Prudential and Judge entered into a certain Fifth Amendment of Lease, dated
as of March 4, 1996 ("Fifth Amendment") pursuant to which Prudential and Judge
further amended the Original Lease to, among other things, (i) add to the
Premises the Fourth Amendment First Offer Space, and (ii) adjust the Base Rent
and additional rent payable by Tenant.
G. The Original Lease, as amended by the First Amendment, the Second Amendment,
the Third Amendment, the Fourth Amendment and the Fifth Amendment, is referred
to herein as the "Lease".
H. Landlord heretofore succeeded to the night, title and interest of Prudential
in and to the Building and the Property, and all of Prudential's right, title
and interest as the "Landlord" under the Lease was assigned to Landlord.
I. Subject to the conditions set forth in this Amendment, Landlord and Tenant
desire to further amend the Lease to, among other things, (i) extend the term of
the Lease through and including October 31, 2002, (ii) expand the Premises by
adding thereto approximately 7,744 rentable square feet of space located on the
fourth floor of the Building, shown outlined and hatched in black on the floor
plan attached hereto as Exhibit A (the "Additional Space"), (iii) provide for
the performance by Landlord of certain improvements to the Additional Space,
(iv) adjust the annual Base Rent and additional rent payable by Tenant, and (v)
modify Tenant's option to renew the term of the Lease.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
set forth and for 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. Extension of Term. The term of the Lease is hereby extended by a
period of two years and four months, commencing on July 1, 2000 and expiring on
October 31, 2002. All provisions of the Lease, as amended hereby and except as
otherwise expressly set forth herein, shall apply to such extended term. Except
for the improvements to be made by Landlord to the Additional Space pursuant to
Section 4 of this Amendment, Tenant accepts the Premises (including the
Additional Space) for such extended term in their "AS IS" condition as of the
date of this Amendment. Tenant acknowledges that neither Landlord, nor
Landlord's agents, representatives, employees, servants or attorneys have made
any representations or promises, whether express or implied, concerning the
condition of the Premises (including the Additional Space), and agrees that,
except for the improvements to be made by Landlord to the Additional Space
pursuant to Section 4 of this Amendment, Landlord shall have no obligation to
make any alterations or improvements to the Premises (including the Additional
Space) for or during such extended term.
2. Demise of Additional Space. Landlord hereby leases, demises and
lets unto Tenant the Additional Space, and Tenant hereby takes and hires the
Additional Space from Landlord, for the period commencing on the later date
("Additional Space Commencement Date") to occur of (a) November 1, 1997 or (b)
the date that the improvements to the Additional Space to be made by Landlord
pursuant to Section 4 of this Amendment are Substantially Completed (defined
below), and terminating on October 31, 2002, being the scheduled expiration date
of the term of the Lease. As used herein, the term "Substantially Completed"
shall mean that state of completion which will enable Tenant to reasonably
utilize the Additional Space for the conduct of its ordinary business, even
though certain work remains to be completed by Landlord, without unreasonable
interruption or disruption of Tenant's business. The date that improvements to
the Additional Space to be made by Landlord pursuant to Section 4 of this
Amendment are Substantially Completed shall be certified in writing to Tenant
and Landlord by Landlord's architect.
Landlord and Tenant agree to execute a confirmation of the Additional
Space Commencement Date, substantially in the form of Exhibit B hereto, within
thirty (30) days after the occurrence of such date.
Landlord and Tenant agree that effective on the Additional Space
Commencement Date, the Additional Space shall be (i) added to the Premises,
which shall comprise an aggregate of approximately 32,345 rentable square feet,
and (ii) governed by all of the provisions of the Lease, as amended hereby.
3. Adjustment of Annual Base Rent, Additional Rent and Security
Deposit.
(a) Effective on the Additional Space Commencement Date and
continuing through the expiration date of the term of the Lease, Tenant shall
pay Landlord annual Base Rent and monthly installments thereof for the
Additional Space as follows:
Annual Monthly Base Rent
Period Base Rent Base Rent Per RSF
------ --------- --------- -------
Additional Space
Commencement Date
to 10/31/99 $193,600.00 $16,133.33 $25.00
11/01/99 to 10/31/02 $201,344.00 $16,778.67 $26.00
2
Accordingly, effective on the Additional Space Commencement
Date and continuing through the expiration date of the term of the Lease, Tenant
shall pay Landlord annual Base Rent and monthly installments thereof for the
entire Premises (including the Additional Space) as follows:
Annual Monthly
Period Base Rent Base Rent
------ --------- ---------
Additional Space
Commencement Date
to 06/30/98 $738,238.00 $61,519.83
07/01/98 to 10/31/99 $739,946.00 $61,622.17
11/01/99 to 06/30/00 $747,690.00 $62,307.50
07/01/00 to 10/31/02 $816,369.00 $68,030.75
(b) Effective on the Additional Space Commencement Date and
continuing through the expiration date of the term of the Lease, Tenant shall
pay to Landlord additional rent with respect to the Additional Space, including
without limitation additional rent under Article 5 of the Lease. For the
purpose, (i) effective on the Additional Space Commencement Date and continuing
through the expiration date of the term of the Lease, the Base Year under
paragraph 5(c)(i) of the Lease, with respect to the Additional Space only, shall
be 1997 (the Base Year under paragraph 5(c)(i) of the Lease with respect to the
balance of the Premises shall remain the 1994 calendar year through the
expiration date of the term of the Lease), and (ii) Tenant's Percentage under
paragraph 5(c)(iii) shall be increased from 9.5298% to 12.5296% effective on the
Additional Space Commencement Date and continuing through the expiration date of
the term of the Lease. Effective on the Additional Space Commencement Date, with
respect to the Additional Space only, clause (2) of paragraph 5(c) of the Lease
is hereby amended and restated as follows: "(2) Any increase in Operation and
Maintenance Costs for each Comparison Year over the Operation and Maintenance
Costs for the Base Year, excluding any non-recurring Operation and Maintenance
Costs for the Base Year."
(c) On or before the Additional Space Commencement Date,
Tenant shall pay to Landlord $16,778.67 to be held as collateral security in
accordance with the provisions of paragraph 4(d) of the Lease. Upon Landlord's
receipt of such payment, Landlord will be holding an aggregate of $75,779.92 as
collateral security under paragraph 4(d) of the Lease (as of the date of this
Amendment Landlord is holding $59,001.25 as collateral security under paragraph
4(d) of the Lease).
Notwithstanding any provisions of this Amendment to the
contrary, if the improvements to the Additional Space to be made by Landlord
pursuant to Section 4 of this Amendment are not Substantially Completed by
November 1, 1997 because of any action by Tenant including, but not limited to,
the failure by Tenant to deliver Tenant's Drawings (defined in Section 4 hereof)
to Landlord on or before August 15, 1997, Tenant's obligation to pay annual Base
Rent and additional rent (including, without limitation, additional rent under
Article 5 of the Lease) with respect to the Additional Space (as detailed in
this Section 3) shall begin to accrue on November 1, 1997 as if the delay had
not occurred.
4. Improvement of Additional Space. At Landlord's expense, up to a
maximum of $154,880.00 ("Landlord's Additional Space Improvement Allowance"),
Landlord shall construct and improve the Additional Space in Landlord's Building
standard manner and materials, in accordance with (i) Tenant's interior design
drawings ("Tenant's Drawings"), (ii) final plans and specifications for such
construction and improvement, to be prepared by Space Design, Inc. (the "Plans
and Specifications"), and (iii) mechanical and engineering drawings to be
prepared based upon the Plans and Specifications, and at Landlord's expense (as
part of Landlord's Additional Space Improvement Allowance) and shall be
submitted to Landlord on or before August 15, 1997, time being of the essence.
Landlord's Additional Space Improvement Allowance shall cover all design and
construction costs and fees, including a 1.25% construction management fee and
the costs of Tenant's Drawings, the Plans and Specifications and the
3
mechanical and engineering drawings, labor and materials, construction permits
and reasonable overhead (collectively "Improvement Costs").
If the Improvement Costs of the design and construction of the
Additional Space exceeds Landlord's Additional Space Improvement Allowance, then
Tenant shall pay Landlord the entire amount of the excess, in lump sum, within
ten (10) days after Landlord's billing therefor, together with an itemization of
the Improvement Costs.
If the Improvement Costs of the design and construction of the
Additional Space are less than Landlord's Additional Space Improvement
Allowance, then Tenant shall receive a credit in the amount of the difference to
be applied solely toward the cost and expense of future improvements to the
Premises, including the Additional Space, completed prior to October 31, 2002.
Any such improvements shall be performed by Landlord in Landlord's Building
standard manner and materials and in accordance with Tenant's interior design
drawings, final plans and specifications for such construction and improvement,
to be prepared by Landlord's architect, and mechanical and engineering drawings
to be prepared based upon such interior design drawings and final plans and
specifications. Tenant's credit under this paragraph shall be applied toward the
payment of all design and construction costs and fees, including a 1.25%
construction management fee and the costs of such interior design drawings,
final plans and specifications and mechanical and engineering drawings, labor
and materials, construction pernits and reasonable overhead. If the total of
such costs, fees and expenses exceeds Tenant's credit under this paragraph, then
Tenant shall pay Landlord the entire amount of the excess, in lump sum, within
ten (10) days after Landlord's billing therefor, together with an itemization of
such costs, fees and expenses. If by October 31, 2002 Tenant's credit under this
paragraph (if any) has not been fully applied, then such credit shall expire
automatically on that date, even if the term of the Lease is extended pursuant
to Article 47 of the Lease or otherwise, and Tenant shall not be entitled to
receive any cash or other consideration from Landlord on account of the
unapplied credit.
Except for the improvements to the Additional Space to be made by
Landlord pursuant to this Section 4, Tenant accepts the Additional Space in
their "AS IS" condition as of the date of this Amendment. Tenant acknowledges
that neither Landlord, nor Landlord's agents, representatives, employees,
servants or attorneys have made any representations or promises, whether express
or implied, concerning the condition of the Additional Space, and agrees that,
except for the improvements to be made by Landlord pursuant to this Xxxxxxx 0,
Xxxxxxxx shall have no obligation to make any alterations or improvements to the
Additional Space for or during the remainder of the term of the Lease.
5. Conditions to Effectiveness. The Additional Space is currently
leased by
4
Landlord to Courtland Health Care, Inc. and Health Data, Inc. (Collectively, the
"Current Tenant") under a lease (the "Current Tenant Lease") that is scheduled
to expire on November 30, 1999. Landlord is currently negotiating a termination
agreement with the Current Tenant pursuant to which, among other things, the
term of the Current Tenant Lease would be terminated as soon as possible.
Landlord and Tenant agree that notwithstanding any provision of this Amendment
to the contrary, all rights and obligations of each of Tenant and Landlord under
this Amendment are subject to the fulfillment or satisfaction of each of the
following conditions: (a) the execution and delivery by Landlord and Current
Tenant of a mutually acceptable agreement pursuant to which the term of the
Current Tenant Lease is terminated, and (b) the Current Tenant and all persons
claiming any rights by or through the Current Tenant shall have vacated and
surrendered the Additional Space to Landlord. Landlord shall give Tenant written
notice of the fulfillment or satisfaction of such conditions within five (5)
days after such fulfillment or satisfaction. The respective dates set forth in
Sections 2, 3 and 4 of this Amendment were set based upon the assumption that
the conditions set forth in this Section 5 would be fulfilled or satisfied by
July 15, 1997; and if such conditions are not fulfilled or satisfied by that
date, the respective dates set forth in Sections 2, 3 and 4 of this Amendment
will have to be adjusted accordingly.
6. Restatement of Certain Remedies. Paragraph 25(i) of the Lease is
hereby amended and restated in their entirety as follows:
"(i) CONFESSION OF JUDGMENT FOR MONETARY AMOUNTS.
(a) TENANT HEREBY EXPRESSLY AUTHORIZES THE PROTHONOTARY, CLERK OR ANY
ATTORNEY OF ANY COURT OF RECORD TO ACCEPT SERVICE OF PROCESS FOR, TO
APPEAR FOR, AND TO CONFESS JUDGMENT AGAINST TENANT AND ALL PERSONS
CLAIMING UNDER TENANT IN ANY AND ALL ACTIONS BROUGHT HEREUNDER BY
LANDLORD AGAINST TENANT TO ENFORCE PAYMENT OF ANY SUMS OWING HEREUNDER
BY TENANT TO LANDLORD (AS RENT, ACCELERATED RENT OR OTHERWISE), WITH
FIVE PERCENT (5%) ADDED THERETO AS ATTORNEY'S COLLECTION FEE, WITHOUT
ANY LIABILITY ON THE PART OF SAID ATTORNEY, FOR WHICH THIS LEASE SHALL
BE SUFFICIENT WARRANT, AND TENANT AGREES THAT UPON THE ENTRY OF SUCH
JUDGMENT FOR POSSESSION A WRIT OF EXECUTION OR OTHER APPROPRIATE
PROCESS MAY ISSUE FORTHWITH (WITHOUT ANY PRIOR WRIT OR PROCEEDING
WHATSOEVER).
IN ANY SUCH ACTION, LANDLORD SHALL FIRST CAUSE TO BE FILED IN
SUCH ACTION AN AFFIDAVIT MADE BY LANDLORD OR SOMEONE ACTING FOR IT
SETTING FORTH FACTS NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT, OF
WHICH FACTS SUCH AFFIDAVIT SHALL BE CONCLUSIVE EVIDENCE, AND IF A TRUE
COPY OF THIS LEASE BE FILED IN SUCH ACTION (AND OF THE TRUTH OF THE
COPY SUCH AFFIDAVIT SHALL BE SUFFICIENT EVIDENCE), IT SHALL NOT BE
NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF
COURT, CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING. TENANT AND
ALL PERSONS CLAIMING UNDER TENANT HEREBY RELEASE LANDLORD FROM ANY
CLAIMS ARISING FROM ANY ERRORS OR DEFECTS WHATSOEVER IN ENTERING SUCH
ACTION OR JUDGMENT, IN CAUSING SUCH WRIT OF EXECUTION OR OTHER PROCESS
TO BE ISSUED OR IN ANY PROCEEDING THEREON OR CONCERNING THE SAME, AND
HEREBY AGREE THAT NO WRIT OF ERROR OR OBJECTION SHALL BE MADE OR TAKEN
THERETO.
THIS WARRANT OF ATTORNEY SHALL NOT BE EXHAUSTED BY ONE
EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED FROM TIME TO TIME AS
OFTEN AS OCCASION THEREFORE SHALL EXIST. SUCH POWERS MAY BE EXERCISED
DURING AS WELL AS AFTER THE EXPIRATION OR TERMINATION OF
5
THE TERM AND DURING AND AT ANY TIME AFTER ANY EXTENSION OR RENEWAL OF
THE TERM OF THIS LEASE.
(b) CONFESSION OF JUDGMENT FOR POSSESSION. TENANT HEREBY EXPRESSLY
AUTHORIZES THE PROTHONOTARY, CLERK OR ANY ATTORNEY OF ANY COURT OF
RECORD TO ACCEPT SERVICE OF PROCESS FOR, TO APPEAR FOR, AND TO CONFESS
JUDGMENT AGAINST TENANT AND ALL PERSONS CLAIMING UNDER TENANT IN ANY
AND ALL ACTIONS BROUGHT HEREUNDER BY LANDLORD AGAINST TENANT TO
RECOVER POSSESSION OF THE PREMISES (IN EJECTMENT OR OTHERWISE),
WITHOUT ANY LIABILITY ON THE PART OF SAID ATTORNEY, FOR WHICH THIS
LEASE SHALL BE SUFFICIENT WARRANT, AND TENANT AGREES THAT UPON THE
ENTRY OF SUCH JUDGMENT FOR POSSESSION A WRIT OF POSSESSION OR OTHER
APPROPRIATE PROCESS MAY ISSUE FORTHWITH (WITHOUT ANY PRIOR WRIT OR
PROCEEDING WHATSOEVER).
IN ANY SUCH ACTION, LANDLORD SHALL FIRST CAUSE TO BE FILED IN
SUCH ACTION AN AFFIDAVIT MADE BY LANDLORD OR SOMEONE ACTING FOR IT
SETTING FORTH FACTS NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT, OF
WHICH FACTS SUCH AFFIDAVIT SHALL BE CONCLUSIVE EVIDENCE, AND IF A TRUE
COPY OF THIS LEASE BE FILED IN SUCH ACTION (AND OF THE TRUTH OF THE
COPY SUCH AFFIDAVIT SHALL BE SUFFICIENT EVIDENCE), IT SHALL NOT BE
NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF
COURT, CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING. TENANT AND
ALL PERSONS CLAIMING UNDER TENANT HEREBY RELEASE LANDLORD FROM ANY
CLAIMS ARISING FROM ANY ERRORS OR DEFECTS WHATSOEVER IN ENTERING SUCH
ACTION OR JUDGMENT, IN CAUSING SUCH WRIT OF POSSESSION OR OTHER
PROCESS TO BE ISSUED OR IN ANY PROCEEDING THEREON OR CONCERNING THE
SAME, AND HEREBY AGREE THAT NO WRIT OF ERROR OR OBJECTION SHALL BE
MADE OR TAKEN THERETO.
THIS WARRANT OF ATTORNEY SHALL NOT BE EXHAUSTED BY ONE
EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED FROM TIME TO TIME AS
OFTEN AS OCCASION THEREFORE SHALL EXIST. SUCH POWERS MAY BE EXERCISED
DURING AS WELL AS AFTER THE EXPIRATION OR TERMINATION OF THE TERM AND
DURING AND AT ANY TIME AFTER ANY EXTENSION OR RENEWAL OF THE TERM OF
THIS LEASE.
(c) THIS PARAGRAPH 25(i) SETS FORTH WARRANTS OF ATTORNEY FOR AN
ATTORNEY TO CONFESS JUDGMENT AGAINST TENANT. IN GRANTING THESE
WARRANTS OF ATTORNEY TO CONFESS JUDGMENT AGAINST TENANT, TENANT,
FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT WITH) SEPARATE
COUNSEL FOR TENANT AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF,
HEREBY KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVES UNCONDITIONALLY
ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRE-JUDGMENT AND
PRE-EXECUTION NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE
RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, THE
COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE.
TENANT SPECIFICALLY ACKNOWLEDGES THAT LANDLORD HAS RELIED ON
THE WARRANTS OF ATTORNEY SET FORTH IN THIS PARAGRAPH 25(i) IN ENTERING
INTO THIS LEASE WITH TENANT AND THAT THE LANDLORD-TENANT RELATIONSHIP
CREATED HEREBY IS COMMERCIAL IN NATURE.
6
(d) SO LONG AS JUDGE, INC. IS TENANT UNDER THIS LEASE, LANDLORD AGREES
NOT TO EXERCISE THE REMEDY UNDER THIS PARAGRAPH 25(i)."
7. Restatement of Option to Renew. Article 47 of the Lease is hereby
amended and restated in its entirety as follows:
"47. Option to Extend Term. Tenant shall have the right and option,
exercisable by giving Landlord prior written notice thereof on or
before January 31, 2002, to extend the term of the Lease for one (1)
extension term of five (5) years, commencing on November 1, 2002 and
expiring on October 31, 2007, at an annual Base Rent (expressed as an
annual amount per square foot of the total rentable square feet of the
Premises as of the commencement date of the extension term) equal to
the greater of (i) the current Fair Market Rent (defined below) as of
the commencement date of the extension term, or (ii) the annual Base
Rent (expressed as an annual amount per square foot of the total
rentable square feet of the Premises) payable by Tenant to Landlord
under the Lease during the 12 month period ending on October 31, 2002
, but otherwise upon the same terms, conditions and provisions
contained in the Lease including, without limitation, the obligation
of Tenant to pay additional rent under Article 5 of the Lease (except
that there shall be no further right and option to extend), provided
and upon the condition that at the time Tenant exercises its right and
option to extend the term and immediately prior to the commencement
date of the extension term, the Lease shall be in full force and
effect and no event of default by Tenant of the type described in any
of paragraphs 24(a) through (e) of the Lease shall have occurred and
be continuing. The "Fair Market Rent" shall mean the annual base rent,
per square foot (with a tenant to pay additional rent of the same
types described in Article 5 of the Lease), for a lease term
equivalent to the extension term, at which landlords are leasing
comparable office space in buildings that are comparable to the
Building and located in the Bala Cynwyd and Conshohocken markets (with
appropriate adjustments to take account of variations in location,
size and tenant fit-up costs undertaken by such landlords.)"
8. Confirmation of Termination of Right of First Offer. Landlord and
Tenant confirm that Tenant's right of first offer under Article 48 of the Lease
was previously terminated and that Article 48 of the Lease has no further force
or effect and is deleted from the Lease.
9. Americans with Disabilities Act. In each case where the Lease
requires Tenant to comply with all laws, statutes, ordinances, regulations,
orders and requirements of all governmental authorities having jurisdiction over
the Premises (or imposes a similar requirement), such requirement shall be
deemed to include, without limitation, the Americans with Disabilities Act, 42
U.S.C. Section 1201 et seq., as amended, and any rules, regulations requirements
and directives thereunder (collectively, the "ADA"). In particular, Tenant shall
perform any alterations, additions or improvements pursuant to the Lease in
compliance with the ADA.
10. Restatement of Address for Notices to Landlord. The address for
notices to Landlord under the Lease, as set forth in Article 31 of the Lease, is
hereby amended and restated in its entirety as follows:
"To Landlord: Bala Plaza, Inc.
c/o GSIC Realty Corporation
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
Attention: Bala Plaza Asset Manager
with a copy to: Premisys Real Estate Services, Inc.
Xxx Xxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
Attention: Property Manager
7
and a copy to: Tower Realty Management Corporation
000 Xxxxxxxxx Xxxx - Xxxxx 000
Xxxxxxx, XX 00000
Attention: General Manager"
11. Brokers. Tenant represents and warrants that Tenant has not dealt
with any broker, agent, finder or other person in connection with the
negotiation for or the obtaining of this Amendment, and that no broker, agent,
finder or other person brought about the transaction contemplated by this Lease,
other than Premisys Real Estate Services, Inc. Tenant shall indemnify, defend
and hold Landlord harmless from and against any and all claims, lawsuits,
liabilities, damages and costs, including attorneys' fees, incurred by Landlord
by reason of any breach of the foregoing warranty. Landlord shall pay Premisys
Real Estate Services, Inc. its commission earned in connection with this
Amendment pursuant to a separate agreement. Landlord shall indemnify, defend and
hold Tenant harmless from any claim of any other broker, agent, finder or other
person with whom Landlord may have dealt in connection with this Amendment.
12. Ratification of Lease. Except as specifically modified by this
Amendment, all of the provisions of the Lease are hereby ratified and confirmed
to be in full force and effect, and shall remain in full force and effect,
including, without limitation, all remedies reserved to Landlord, with which
remedies Tenant hereby acknowledges complete familiarity, and which remedies are
incorporated herein by reference as though set forth in their entirety.
13. Binding Effect. This Amendment shall be binding upon, and shall
inure to the benefit of Landlord and Tenant and their respective permitted
successors and assigns.
14. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, this CONFIRMATION OF ADDITIONAL SPACE COMMENCEMENT DATE has
been executed as of the day and year first above written.
BALA PLAZA, INC.
By: /s/ Xxx Xxxx
------------------------------
Name: Xxx Xxxx
Its: Authorized Signatory
(Corporate Seal) Attest: /s/ Guy Tcheau
------------------------------
Name: Guy Tcheau
Its: Authorized Signatory
JUDGE, INC.
By: /s/ Xxxxxx X. Judge, Jr.
------------------------------
Name: Xxxxxx X. Judge, Jr.
Title:
(Corporate Seal) Attest: M. Chatschaturjian
------------------------------
Name:
Title:
8
EXHIBIT B
CONFIRMATION OF ADDITIONAL SPACE COMMENCEMENT DATE
THIS CONFIRMATION OF ADDITIONAL SPACE COMMENCEMENT DATE is made as of
the _____ day of _________, 1997, between BALA PLAZA, INC., a Delaware
corporation ("Landlord") and THE JUDGE GROUP, INC. ("Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant entered into a Sixth Amendment to Lease,
dated as of _______________, 1997 ("Sixth Amendment") (capitalized terms used
but not defined herein shall have the meanings assigned to them in the Sixth
Amendment);
WHEREAS, the Sixth Amendment provides that Landlord and Tenant shall
execute a confirmation of the actual Additional Space Commencement Date when
such date has been determined in accordance with the provisions of the Sixth
Amendment;
NOW THEREFORE, the parties hereto, intending to be legally bound
hereby, agree that the Additional Space Commencement Date occurred on
______________________, 1997.
Tenant acknowledges that: (i) it is in possession of the Premises,
including the Additional Space; (ii) the Lease (as amended by through and
including the Sixth Amendment) is in full force and effect; (iii) Landlord is
not in default under the Lease; and (iv) the Additional Space is accepted by
Tenant as having been completed in accordance with the provisions of the Sixth
Amendment.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to
be executed by their respective duly authorized officers as of the day and year
first above written.
BALA PLAZA, INC.
By:_______________________________
Name:
Its: Authorized Signatory
(Corporate Seal) Attest:___________________________
Name:
Its: Authorized Signatory
JUDGE, INC.
By:_______________________________
Name:
Title:
(Corporate Seal) Attest:___________________________
Name:
Title:
9
