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Exhibit 10.3
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE ("Agreement") is made as of ____________,
1998 by and between HUNTWOOD OFFICE PARTNERS L.P., a Delaware limited
partnership, with offices c/o DPM, Inc., Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000 ("Landlord") and SOFTWORKS, INC., a Maryland corporation, with
offices at 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 ("Tenant").
W I T N E S S E T H :
WHEREAS:
1. Landlord's predecessor-in-interest, WHT Real Estate Limited Partnership
("WHT"), and Tenant entered into a lease agreement dated June 14, 1994 affecting
certain space known as Xxxxx 000 xxx Xxxxx 000 consisting of 24, 786 rentable
square feet (the "Premises") in the building known as 0000 Xxxxxxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 (the "Building"), which lease was thereafter amended
by a first amendment to lease dated ______, 1994 (such lease as amended
hereinafter referred to as the "Lease");
2. Landlord has succeeded to the interests of WHT as landlord under the
Lease; and
3. Landlord and Tenant desire to modify the Lease to provide for
additional space to be demised to Tenant, and to modify certain other terms of
the Lease as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, it is agreed that:
1. The Added Space
Effective as of March 30, 1998 (the "Effective Date"), and for and
throughout the Expiration Date of the Lease, there shall be added to and
included in the Premises the following additional space, to wit:
That portion of the first (1st) floor of the Building known as
suite 100, consisting of 1,396 rentable square feet
substantially as shown on the floor plan annexed hereto as
Exhibit A (hereinafter called the "Added Space"),
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so that the term "Premises" as defined in the Lease shall from and after the
Effective Date mean, collectively, Xxxxx 000, Xxxxx 000 and the Added Space,
consisting of an aggregate total of 26,182 rentable square feet.
Notwithstanding the generality of the foregoing, if Landlord shall
be unable to give possession of the Added Space or any portion thereof on the
Effective Date because of the holding over or retention of possession of any
tenant, undertenant, or occupant of such space, then Landlord shall not be
subject to any liability for failure to give possession on such Effective Date
and the validity of this Agreement shall not be impaired under such
circumstances nor shall the same be construed in any way to extend the Lease
Term; and the Effective Date shall be delayed and shifted until the date upon
which Landlord has tendered possession thereof by giving notice to Tenant that
such space is ready for Tenant's occupancy.
2. Modification of Lease
From the Effective Date through and inclusive of September 30, 2001:
(i) The "Minimum annual Rent" shall be increased by the following
amounts, which amounts are attributable to the inclusion in the
Premises of the Added Space: (a) $26,524.00 per annum ($2,210.33 per
month) during the period from the Effective Date through March 31,
1999; (b) $27,319.72 per annum ($2,276.64 per month) during the
period from April 1, 1999 through March 31, 2000; (c) $28,139.31 per
annum ($2,344.94 per month) during the period from April 1, 2000
through March 31, 2001; and (d) $28,983.49 per annum ($2,415.29 per
month) during the period from April 1, 2001 through September 30,
2001;
(ii) "Tenant's Share of Annual Operating Costs" attributable in the
Added Space shall mean 1.49%; and
(iii) The Base Amount attributable to the Added Space shall be equal
to the Actual Operating Costs incurred by Landlord for the 1998
calendar year, accordingly, commencing on January 1, 1999, Tenant
shall be responsible for Tenant's Share of Annual Operating Costs
attributable to the Added Space in excess of the Base Amount
attributable to the Added Space.
3. Condition of Added Space
The Added Space shall be delivered to Tenant in "as is" "where is"
condition, and Landlord makes no warranty or representation as to the condition
of the Added Space; Tenant has examined the Added Space and accepts the same in
its condition and state of repair existing as of the date of this Agreement.
Notwithstanding the generality of the foregoing, Tenant shall be
required, at its sole cost and expense (except for "Landlord's Contribution" as
set forth below) and in accordance with Article 17 of the Lease ("Alteration and
Additions"), to perform
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certain improvements to the Added Space in order to prepare the same for its
initial occupancy ("Tenant's Work"). Tenant's Work shall be accomplished in the
six week period ("Tenant's Work Period") commencing as of the day Landlord
delivers the Added Space to Tenant.
Upon completion of Tenant's Work, Tenant shall furnish Landlord with
full and final waivers of liens and contractors' and architects' affidavits and
statements, in such form as may be reasonably required by Landlord, from all
parties performing labor or supplying materials or service in connection with
Tenant's Work showing that all of said parties have been compensated in full and
waiving all liens in connection with the Added Space and Building. Tenant shall
submit to Landlord a detailed breakdown of Tenant's total construction costs,
together with such evidence of payment as is reasonably satisfactory to
Landlord.
Upon completion of the Tenant's Work and Tenant's satisfaction of
all requirements set forth in this Agreement, Landlord shall make a dollar
contribution in the amount of $4,188 ("Landlord's Contribution") (which is $3.00
per square foot of space within the Added Space) for application to the extent
thereof to the cost of Tenant's Work. If the cost of Tenant's Work exceeds
Landlord's Contribution, Tenant shall have sole responsibility for the payment
of such excess cost. If the cost of Tenant's Work is less than Landlord's
Contribution, Landlord shall be entitled to any payment or credit for such
excess amount. Notwithstanding anything herein to the contrary, Landlord agrees
that Landlord's Contribution shall include the so-called "soft costs" of
Tenant's work, such as, but not limited to, permit fees, architectural and
engineering fees, and any utility service fees.
4. Notices
From and after the date hereof, all notices to Landlord shall be
addressed to Huntwood Office Partners, L.P., c/o DPM, Inc., Xxx Xxxx Xxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Chief Executive Officer, with a copy
in like manner delivered to the Law Offices of Xxxxx Xxxxxxx, 000 Xxxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx Xxxxxxx, Esq., or such other
persons or addresses as Landlord shall direct in writing.
5. Broker
Tenant represents and warrants that it has not dealt with any real
estate broker in connection with this Agreement except for Landlord's agent, The
Xxxxx Xxxxxxx Company; and Tenant agrees to indemnify and hold Landlord harmless
for any loss, cost, liability or expense incurred by Landlord as a result of a
claim for brokerage commissions or finder's fee from any other broker based on
the act or omission of Tenant in breach of the foregoing warranty.
6. Miscellaneous
This Agreement shall be binding upon the parties hereto, their
heirs, successors and assigns. Except as specifically set forth herein, the
Lease and all of its
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terms, covenants and conditions are hereby ratified and confirmed and of full
force and effect. Effective as of the date hereof, Exhibit C of the Lease shall
be deemed deleted therefrom and of no further force or effect. Except as
modified hereby, there shall be no other changes or modifications to this
Agreement or to the Lease unless in writing and executed by the parties hereto.
Any capitalized term used herein shall have the same meaning ascribed to it in
the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Second
Amendment to Lease Agreement, by their duly authorized officers, as of the date
and year first above written.
WITNESS: LANDLORD:
HUNTWOOD OFFICE PARTNERS L.P.
/s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxx
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Title: President
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TENANT:
SOFTWORKS, INC.
By: /s/ X.X. XxXxxxxxxx
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Title: Chief Financial Officer
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