<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 1998
REGISTRATION NO. 333-40075
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
PLATINUM technology, inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7372 36-350962
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)
1815 SOUTH MEYERS ROAD, OAKBROOK TERRACE, ILLINOIS 60181, TELEPHONE (630) 620-
5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
LARRY S. FREEDMAN, ESQ.
PLATINUM TECHNOLOGY, INC.,
1815 SOUTH MEYERS ROAD, OAKBROOK TERRACE, ILLINOIS 60181,
TELEPHONE (630) 620-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
MATTHEWS S. BROWN, ESQ.
MARK D. WOOD, ESQ.
KATTEN MUCHIN & ZAVIS
525 WEST MONROE STREET, SUITE 1600, CHICAGO, ILLINOIS 60602,
TELEPHONE: (312) 902-5200
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-1 of PLATINUM technology, inc. (File No. 333-40075) (the "Registration
Statement") is being filed solely to include Exhibit 10.42 (Amendment Number
Seven, dated as of September 16, 1997, to the Oakbrook Terrace Lease), which was
inadvertently omitted from the Registration Statement, as originally filed on
November 12, 1997. The Registration Statement was declared effective by the
Securities and Exchange Commission on November 20, 1997.
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S> <C>
2.1 Agreement and Plan of Reorganization, dated as of March 7, 1995,
among the Company and Trinzic Corporation ("Trinzic"), and the
related Agreement of Merger (incorporated by reference to
Exhibit 2.1 of the Company's Annual Report on Form 10-K (as
amended) for the year ended December 31, 1994 (the "1994 10-
K")).
2.2 Agreement and Plan of Merger by and among the Company, RELTECH
Acquisition Corp., RELTECH Group, Inc. and the Shareholders of
Reltech Group, Inc., dated as of March 31, 1995 (incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form
8-K dated March 31, 1995).
2.3 Agreement and Plan of Reorganization, dated as of April 21,
1995, between the Company and Altai, Inc. ("Altai"), and the
related Articles of Merger and Plan of Merger (incorporated by
reference to Exhibit 2.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S> <C>
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER ----------------------
-------
2.4 Agreement and Plan of Reorganization by and among the Company,
Answer Acquisition Corp. and Answer Systems, Inc. ("Answer"),
dated as of May 16, 1995, and the related Agreement of Merger
(incorporated by reference to Exhibit 2.3 to the Company's
Registration Statement on Form S-4, Registration No. 33-94410
(the "1995 S-4")).
2.5 Agreement and Plan of Reorganization by and among the Company,
PTI Acquisition Corp. and Locus Computing Corporation ("Locus"),
dated as of June 14, 1995, and the related Agreement of Merger
(incorporated by reference to Exhibit 2.4 to the 1995 S-4).
2.6 Agreement and Plan of Reorganization by and among the Company,
SII Acquisition Corp., Software Interfaces, Inc. and the
Shareholders of Software Interfaces, Inc., dated as of June 15,
1995 (incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K dated June 15, 1995).
2.7 Agreement and Plan of Reorganization by and among the Company,
Softool Acquisition Corp., Softool Corporation and the
Shareholders of Softool Corporation, dated as of November 17,
1995 (incorporated by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K dated November 17, 1995).
2.8 Asset Purchase Agreement by and among the Company, ProtoSoft,
Inc. and Anthony Lekkos, Ph.D., the majority shareholder of
ProtoSoft, Inc., dated as of November 17, 1995 (incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form
8-K dated November 17, 1995).
2.9 Agreement and Plan of Reorganization dated as of January 16,
1996, as amended by Amendment No. 1 thereto dated as of January
31, 1996, by and among the Company, PS Acquisition Corporation
and Prodea Software Corporation, and the related Agreement of
Merger (incorporated by reference to Exhibits 2.1 and 2.2,
respectively, to the Company's Current Report on Form 8-K dated
February 8, 1996).
3.1(a) Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration Statement No.
33-39233 (the "IPO S-1 Registration Statement")).
3.1(b) Certificate of Amendment of Restated Certificate of
Incorporation of the Company, dated August 24, 1995
(incorporated by reference to Exhibit 4.11 to the Company's
Registration Statement on Form S-8, Registration No. 33-96762
(the "1995 S-8")).
3.1(c) Certificate of Amendment of Restated Certificate of
Incorporation of the Company, dated May 28, 1996, as amended
(incorporated by reference to Exhibit 3.1(c) to the Company's
Registration Statement on Form S-1, Registration Statement No.
333-07783 (the "1996 S-1")).
3.1(d) Conformed copy of Certificate of Incorporation of the Company,
as amended (incorporated by reference to Exhibit 3.1(d) to the
1996 S-1).
3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the IPO S-1 Registration Statement).
4.1 Specimen stock certificate representing Common Stock
(incorporated by reference to Exhibit 4.1 to the IPO S-1
Registration Statement).
4.2 Rights Agreement dated as of December 21, 1995 between the
Company and Harris Trust and Savings Bank (incorporated by
reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A, filed December 26, 1995).
4.3 Certificate of Designations of the Class II Series A Junior
Participating Preferred Stock (incorporated by reference to
Exhibit 4.3 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (the "1995 10-K")).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S> <C>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.4 Form of Indenture between the Company and American National Bank
and Trust Company, as Trustee (incorporated by reference to
Exhibit 4.4 to the Company's Registration Statement on Form S-3,
Registration No. 333-15421 (the "1996 S-3")).
4.5 Form of Note for the Company's convertible subordinated notes
due 2001 (incorporated by reference to Exhibit 4.2 to the 1996
S-3).
5.1* Opinion of Bell, Boyd & Lloyd
10.1 1989 Stock Option Plan (incorporated by reference to Exhibit
10.1 to the IPO S-1 Registration Statement).
10.2 Forms of Stock Option Agreements (incorporated by reference to
Exhibit 10.2 to the IPO S-1 Registration Statement).
10.3 Chief Executive Stock Option Plan (incorporated by reference to
Exhibit 10.3 to the IPO S-1 Registration Statement).
10.4 Chief Executive Stock Option Agreement (incorporated by
reference to Exhibit 10.4 to the IPO S-1 Registration
Statement).
10.5 1991 Stock Option Plan (incorporated by reference to Exhibit
10.5 to the IPO S-1 Registration Statement).
10.6 Employment Agreement between Andrew J. Filipowski and the
Company (incorporated by reference to Exhibit 10.6 to the IPO
S-1 Registration Statement).
10.7 Employment Agreement between Paul L. Humenansky and the Company,
as amended (incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement on Form S-1, Registration No.
33-43345).
10.8 Employment Agreement between Michael P. Cullinane and the
Company (incorporated by reference to Exhibit 10.8 to the IPO
S-1 Registration Statement).
10.9 Form of Indemnification Agreement between the Company and each
of Andrew J. Filipowski, Michael P. Cullinane, Paul L.
Humenansky, Casey G. Cowell, James E. Cowie, Steven D. Devick
and Gian Fulgoni (incorporated by reference to Exhibit 10.10 to
the IPO S-1 Registration Statement).
10.10 Forms of Affiliate Agreements (incorporated by reference to
Exhibit 10.11 to the IPO S-1 Registration Statement).
10.11 Form of Master Product License Agreement (incorporated by
reference to Exhibit 10.11 to the 1995 10-K).
10.12 Office Lease, dated May 6, 1992, between the Company and LaSalle
National Trust N.A. as Trustee (the "Oakbrook Terrace Lease")
(incorporated by reference to Exhibit 10.20 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992).
10.13 PLATINUM technology, inc. 1993 Directors' Stock Option Plan
(incorporated by reference to Exhibit 10.18 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1994 (the "June 1994 10-Q")).
10.14 PLATINUM technology, inc. 1994 Stock Incentive Plan
(incorporated by reference to Exhibit 10.19 to the June 1994
10-Q).
10.15 PLATINUM technology, inc. Chief Executive Officer Bonus
Compensation Plan (incorporated by reference to Exhibit 10.20 to
the June 1994 10-Q).
</TABLE>
- ----------------
*Previously filed as part of this Registration Statement.
II-3
<PAGE>
<TABLE>
<C> <S> <C>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
10.16 Amendments to the PLATINUM technology, inc. 1994 Stock Incentive
Plan (incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-8, Registration No.
33-85798 (the "1994 S-8")).
10.17 Form of Option Agreement under the PLATINUM technology, inc.
1993 Directors' Stock Option Plan (incorporated by reference to
Exhibit 4.4 to the 1994 S-8).
10.18 Form of Option Agreement under the PLATINUM technology, inc.
1994 Stock Incentive Plan (incorporated by reference to Exhibit
4.5 to the 1994 S-8).
10.19 Amendment Number One, dated as of May 3, 1993, to the Oakbrook
Terrace Lease (incorporated by reference to Exhibit 10.19 to the
1994 10-K).
10.20 Amendment Number Two, dated as of October 26, 1993, to the
Oakbrook Terrace Lease (incorporated by reference to Exhibit
10.20 to the 1994 10-K).
10.21 Amendment Number Three, dated as of December 22, 1994, to the
Oakbrook Terrace Lease (incorporated by reference to Exhibit
10.21 to the 1994 10-K).
10.22 Office Lease, dated August 8, 1994, between the Company and L.J.
Sheridan & Co. as court appointed receiver (incorporated by
reference to Exhibit 10.22 to the 1994 10-K).
10.23 PLATINUM technology, inc. Employee Incentive Compensation Plan
(incorporated by reference to Exhibit 10.23 to the 1995 S-4).
10.24 Lease Agreement, dated as of March 30, 1995, between the Company
and Lisle Property Venture, Inc. (the "Lisle Lease")
(incorporated by reference to Exhibit 10.24 to the 1995 S-4).
10.25 First Amendment, dated as of September 15, 1995, to the Lisle
Lease (incorporated by reference to Exhibit 10.25 to the 1995
10-K).
10.26 Second Amendment, dated as of September 15, 1995, to the Lisle
Lease (incorporated by reference to Exhibit 10.26 to the 1995
10-K).
10.27 Third Amendment, dated as of January 3, 1996, to the Lisle Lease
(incorporated by reference to Exhibit 10.27 to the 1995 10-K).
10.28 Lease Agreement, dated as of October 31, 1995, between Lisle
Property Venture, Inc. and the Company (the "October 1995 Lisle
Lease") (incorporated by reference to Exhibit 10.28 to the 1995
10-K).
10.29 Amendment Number Four, dated as of March 9, 1995, to the
Oakbrook Terrace Lease (incorporated by reference to Exhibit
10.29 to the 1995 10-K).
10.30 Loan Agreement, dated as of December 31, 1995, between the
Company and American National Bank and Trust Company of Chicago
(the "Loan Agreement") (incorporated by reference to Exhibit
10.30 to the 1995 10-K).
10.31 First Amendment, dated as of December 31, 1996, to the Loan
Agreement (incorporated by reference to Exhibit 10.30 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1996 (the "1996 10-K")).
10.32 First Amendment, dated as of May 23, 1996, to the October 1995
Lisle Lease (incorporated by reference to Exhibit 10.31 to the
1996 10-K).
10.33 Second Amendment, dated as of May 24, 1996, to the October 1995
Lisle Lease (incorporated by reference to Exhibit 10.32 to the
1996 10-K).
10.34 Lease Agreement, dated as of July 17, 1996, between the Company
and Oakbrook Tower Limited Partnership (incorporated by
reference to Exhibit 10.33 to 1996 10-K).
10.35 PLATINUM technology, inc. 1996 Stock Purchase Plan (incorporated
by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8, Registration No. 333-03284 (the "April
1996 S-8")).
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S> <C>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
10.36 PLATINUM technology, inc. Amended and Restated 1993 Directors'
Stock Option Plan (incorporated by reference to Exhibit 4.2 to
the April 1996 S-8).
10.37 Amendment to the PLATINUM technology, inc. 1994 Stock Incentive
Plan (incorporated by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1996 (the "June 1996 10-Q")).
10.38 First Amendment to the PLATINUM technology, inc. Employee
Incentive Compensation Plan (incorporated by reference to
Exhibit 10.3 to the June 1996 10-Q).
10.39 Second Amendment to the PLATINUM technology, inc. Employee
Incentive Compensation Plan (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997 (the "June 1997 10-Q")).
10.40 Amendment Number Five, dated as of December 1, 1996, to the
Oakbrook Terrace Lease (incorporated by reference to Exhibit
10.2 to the June 1997 10-Q).
10.41 Amendment Number Six, dated as of April 30, 1997, to the
Oakbrook Terrace Lease (incorporated by reference to Exhibit
10.3 to the June 1997 10-Q).
10.42 Amendment Number Seven, dated as of September 16, 1997, to the
Oakbrook Terrace Lease.
21 Subsidiaries of the Company (incorporated by reference to
Exhibit 21 to the 1996 10-K).
23.1* Consent of KPMG Peat Marwick LLP with respect to the Company's
financial statements.
23.2* Consent of Deloitte & Touche LLP with respect to Trinzic's
financial statements.
23.3* Consent of Arthur Andersen LLP with respect to Locus' financial
statements.
23.4* Consent of Arthur Andersen LLP with respect to Softool's
financial statements.
23.5* Consent of Bell, Boyd & Lloyd (contained in Exhibit 5.1).
24.1* Powers of Attorney (included on the signature page of this
registration statement).
27* Financial Data Schedule.
99.1* Report of Deloitte & Touche LLP on Trinzic's financial
statements.
99.2* Report of Arthur Andersen LLP on Locus' financial statements.
99.3* Report of Arthur Andersen LLP on Softool's financial statements.
</TABLE>
- ----------------
*Previously filed as part of this Registration Statement.
(b) Financial Statement Schedules
The information required by this item has been previously filed as part of
this Registration Statement.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF OAKBROOK TERRACE, STATE OF ILLINOIS, ON MARCH 12, 1998.
PLATINUM technology, inc.
/s/ Michael P. Cullinane
By: _____________________________________
Michael P. Cullinane
Executive Vice President,
Chief Financial Officer and Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON MARCH 12, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Andrew J. Filipowski* President, Chief Executive Officer (principal executive officer)
___________________________________________ and Director
Andrew J. Filipowski
/s/ Michael P. Cullinane Executive Vice President, Chief Financial Officer,
___________________________________________ Treasurer (principal financial and accounting officer)
Michael P. Cullinane and Director
/s/ Paul L. Humenansky* Director
___________________________________________
Paul L. Humenansky
/s/ James E. Cowie* Director
___________________________________________
James E. Cowie
/s/ Steven D. Devick* Director
___________________________________________
Steven D. Devick
/s/ Arthur P. Frigo* Director
___________________________________________
Arthur P. Frigo
/s/ Gian M. Fulgoni* Director
___________________________________________
Gian M. Fulgoni
/s/ Michael P. Cullinane
*By: ________________________
Michael P. Cullinane
Attorney-in-Fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.42 Amendment Number Seven, dated as of September 16,
1997, to the Oakbrook Terrace Lease.
</TABLE>
<PAGE>
EXHIBIT 10.42
AMENDMENT NO. SEVEN TO
----------------------
PLATINUM TECHNOLOGY, INC.
-------------------------
OFFICE LEASE
------------
THIS AMENDMENT NO. SEVEN ("Amendment No. Seven"), to that certain Oakbrook
Terrace Corporate Center, Phase III ("Building") Office lease dated May 6, 1992
("Base Lease"), as previously amended by Amendment No. One to Office lease dated
May 3, 1993, Amendment No. Two to Office Lease dated October 26, 1993, Amendment
No. Three to Office Lease dated December 22, 1994, Amendment No. Four to
Platinum Technology, Inc. Office Lease dated March 9, 1995, Amendment No. Five
to Platinum Technology, Inc. Office Lease dated December 1, 1996, and Amendment
No. Six to Platinum Technology, Inc. Office Lease dated as of April 30, 1997, is
made by and between Oakbrook Terrace Corporate Center III LLC, a Delaware
limited liability company ("Landlord") and Platinum Technology, Inc., a Delaware
corporation ("Tenant"), as of the 16th of September 1997.
R E C I T A L S:
- - - - - - - -
A. Pursuant to Section 29 of the Lease, Landlord has advised Tenant of
the availability of the following additional space in the Building:
First Offer Space C - 12,280 rentable square feet of space located on
the 4th floor.
B. The First Offer Space C currently is occupied by United Guaranty
Residential Insurance Company ("Current Tenant") pursuant to a lease terminating
December 31, 1998.
C. Tenant has advised Landlord that Tenant wishes to lease the First
Offer Space C on the terms and conditions set forth herein.
NOW, THEREFORE, Landlord and Tenant mutually agree as follows:
1. Incorporation of Recitals. The above Recitals are incorporated into
the text of this Amendment No. Seven as though fully set forth herein.
2. Lease of Space; Effective Date. Landlord hereby leases to Tenant, and
Tenant leases from Landlord, the First Offer Space C, effective January 1, 1999
(the "First Offer Space C Commencement Date"). Tenant's obligation to pay Rent
on First Offer Space C shall commence on April 1, 1999 (the "First Offer Space C
Rent Commencement Date"). Tenant acknowledges and agrees that Landlord's
ability to deliver possession of the First Office Space C on January 1, 1999 is
dependent upon the Current Tenant's delivery of the First Offer Space C on or
before said date. Should the Current Tenant not deliver possession of the First
Offer Space C on or before January 1, 1999, resulting in Landlord's inability to
tender possession of said space on said date, Tenant's obligations hereunder
with respect to the First Offer Space C
<PAGE>
shall remain in full force and effect, except that the date upon which (a)
Landlord is required to deliver possession, (b) the date the First Offer Space C
is to be incorporated into the Premises, and (c) the date upon which Rent and
Rent abatements are to begin and end, shall be extended one (1) day for each day
from January 1, 1999 until the date upon which possession of the First Offer
Space C is tendered to Tenant.
3. Base Rent. Base Rent for the First Offer Space C shall be paid in
installments pursuant to Exhibit A attached hereto.
4. Percentage Interest. The Tenant's Proportionate Share of the Building
as set forth in Section 1.K of the Lease is adjusted as follows:
Commencing on the First Offer Space C Commencement Date and continuing
through December 14, 2002, Tenant's Proportionate Share of the Building
shall be .9314983.
5. Floors. Section 1.M. of the Lease is amended as follows:
First Offer Space C Tenth Floor (24,500rsf)
Commencement Date to Ninth Floor (24,582rsf)
December 14, 2002 Eighth Floor (24,664rsf)
Seventh Floor (24,746rsf)
Sixth Floor (24,824rsf)
Fifth Floor (10,370rsf)
Fourth Floor (19,863rsf)
Third Floor (25,027rsf)
Second Floor (19,62lrsf)
First Floor (24,400rsf) and
Lower Level (7,732rsf).
Total Space Occupied by Tenant 230,299 rsf
-----------
6. Tenant Improvements. All Improvements associated with the First Offer
Space C shall be performed and constructed by Tenant, at its sole cost and
expense, pursuant to Section 38 of the Lease, except that:
(a) Notwithstanding anything contained in the Lease to the contrary,
Tenant shall be entitled to a construction allowance for the First Offer
Space C of Two Hundred Twenty-One Thousand Forty Dollars ($221,040.00)
($18.00 per rentable square foot); and
<PAGE>
(b) Except for the construction allowance referred to in Section 6(a)
above, there shall be no other allowance or credit to Tenant with respect
to the Tenant Improvements to be undertaken by Tenant in the First Offer
Space C.
7. Credits, Abatements. Notwithstanding anything contained in the Lease,
as amended from time to time, to the contrary, the only credits, abatements or
allowances to which Tenant shall be entitled with respect to the First Offer
Space C shall be those set forth in this Amendment No. Seven.
8. Brokerage. Landlord and Tenant mutually represent and warrant to each
other that, except for Mesirow Stein Real Estate Inc. ("Tenant's Broker") and
Spaulding and Slye Services Limited Partnership ("Landlord's Broker"), neither
Landlord nor Tenant has dealt with any real estate broker, sales person or
finder in connection with this Lease Amendment No. Seven, or showed the First
Offer Space C to Tenant. Landlord and Tenant mutually agree to indemnify,
defend and hold harmless the other party and its officers, directors, partners
and employees, from and against any and all claims, demands, liabilities,
actions, damages, costs and expenses (including attorneys' fees) for brokerage
commissions or fees arising out of a breach of such representation and warranty.
Unless otherwise agreed by the parties, Landlord shall be responsible for the
payment of all commissions to Tenant's Broker and Landlord's Broker, based upon
the leasing commission policy of Landlord applicable to the building and in
effect as of the date of this Lease.
9. Ratification. Except as provided in this Amendment No. Seven, the
Lease shall remain in full force and effect and is hereby ratified and
confirmed. To the extent that any of the covenants, terms and conditions of the
Lease conflict with the covenants, terms and conditions of this Amendment No.
Seven, the covenants, terms and conditions of this Amendment No. Seven shall
govern and control.
<PAGE>
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No.
Seven to Office Lease on the day and in the year first above written.
LANDLORD:
OAKBROOK TERRACE CORPORATE CENTER II LLC
By: Spaulding and Slye Services Limited
Partnership Manager
/s/ Peter A. Bailey
By: _______________________________________
Peter A. Bailey, Vice President
ATTEST: TENANT:
PLATINUM TECHNOLOGY, INC.
Toni Petersen /s/ R W Powell
_________________ By: _______________________________________
Witness V.P. Real Estate
Its: __________________________________
