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EXHIBIT 10(h) TO ANNUAL REPORT ON FORM 10-K FOR SYMIX SYSTEMS, INC.
EIGHTH LEASE AGREEMENT
This Eighth Lease Amendment (the "Eighth Amendment") is made and
entered into as of the latest date on which it is executed by either of the
parties hereto (the "Amendment Date") by and between CORPORATE EXCHANGE
BUILDINGS IV AND V LIMITED PARTNERSHIP, an Ohio limited partnership, whose
address is 383 South Third Street, Columbus, Ohio 43215 (the "Landlord") and
SYMIX COMPUTER SYSTEMS, INC., an Ohio corporation, whose address is 2800
Corporate Exchange Drive, Columbus, Ohio 43231 (the "Tenant").
RECITALS
1. 2600 Realty Corp. V, Landlord's predecessor in interest, and Tenant
entered into a Lease Agreement dated April 3, 1991 (the "Original Lease") and a
Start Date Agreement dated October 15, 1992. Landlord and Tenant entered into a
First Lease Amendment dated December 1, 1993, a Start Date Agreement dated
December 1, 1993, a Second Lease Amendment dated April 1, 1994, a Start Date
Agreement dated April 1, 1994, a Third Lease Amendment dated July 12, 1994 (the
"Third Amendment"), a Start Date Agreement dated July 12, 1994, a Fourth Lease
Amendment dated November 11, 1994, a Fifth Lease Amendment dated May 28, 1998, a
Storage Space Lease dated September 20, 1999 (the "Storage Space Lease"), a
Sixth Lease Amendment dated September 24, 1999 and a Seventh Lease Amendment
effective as of April 10, 2000 (the "Original Lease, the seven (7) Amendments,
the three (3) Start Date Agreements and the Storage Space Lease are referred to
collectively as the "Lease"), by which Landlord leased to Tenant, and Tenant
leased from Landlord, certain premises containing approximately 82,429 rentable
square feet of office space (the "Office Premises") and approximately 1,505
square feet of storage space (the "Storage Space"), located on the lower level,
first, second, third and fourth floors of Corporate Exchange Building V, 2800
Corporate Exchange Drive, Columbus, Franklin County, Ohio (the "Building").
2. Tenant and Landlord desire to extend the Term, and Landlord and
Tenant agree to amend the Lease as set forth herein.
IT IS, THEREFORE, agreed as follows:
1. Extension of Term. The Term of the Lease is extended for one (1) year
beginning July 1, 2001 and expiring June 30, 2002 (the "2002 Extended Term").
2. Base Rent.
2.1. Office Premises. Base Rent for the Office Premises for
the 2002 Extended Term shall be Sixty Thousand One Hundred Seventy-Three and
17/100 Dollars ($60,173.17) per month. Tenant shall pay Landlord Base Rent at
the times and in the manner required by the Lease.
2.2. Storage Space Premises. Rent for the Storage Space for
the 2002 Extended Term shall be Six Hundred Twenty-Seven and 08/100 Dollars
($627.08) per month ("Storage Space Rent"). Tenant shall pay Landlord Storage
Space Rent at the times and in the manner required by the Lease.
3. Early Departure Fee. On or before June 30, 2002 Tenant shall pay to Landlord,
as Additional Rent, an early departure fee of Thirty Thousand Dollars ($30,000)
in accordance with Section 5 of the Sixth Lease Amendment.
4. Holding Over. If Tenant retains possession of the Office Premises, the
Storage Space Premises or any part of either of them, after the expiration of
the 2002 Extended Term, then the provisions of Article 8
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of the Original Lease shall apply. In addition, if Tenant retains possession for
more than thirty (30) days after the expiration of the 2002 Extended Term, then
Tenant shall indemnify Landlord from and against any and all loss or liability
resulting from the failure of Tenant to surrender possession of the Premises in
accordance with the terms and conditions of the Lease.
5. Condition of Premises. Tenant accepts both the Office Premises and the
Storage Space Premises in their "AS IS, WHERE IS, WITH ALL FAULTS" condition and
acknowledges that all work required to have been performed by Landlord has been
performed and that the Office Premises and the Storage Space Premises are in the
condition required by the Lease.
6. Ratification. Except as set forth in this Eighth Amendment, Landlord and
Tenant ratify all provisions of the Lease, including, without limitation, the
Seventh Lease Amendment. A copy of the ratified Seventh Lease Amendment, which
became effective April 10, 2000, is attached as Exhibit A. All provisions of the
Lease shall remain unchanged and in full force and effect and shall apply to
this Eighth Amendment. All terms and conditions of the Lease not specifically
amended by this Eighth Amendment shall apply as if fully rewritten herein, and
the rights and obligations of Tenant shall be governed and controlled by the
terms and conditions of the Lease as amended hereby. Capitalized terms used
herein and not otherwise defined shall have the respective meanings ascribed
thereto in the Lease.
7. Brokers. Tenant hereby certifies that no real estate broker has or will
represent it concerning this Eighth Amendment and that no finder's fees have or
will be earned by any third party. Tenant shall indemnify and hold Landlord
harmless from any liability or expense that may arise from such claims,
including reasonable attorney's fees.
8. Governing Law. This Eighth Amendment shall be construed, governed and
enforced in accordance with the laws of the State of Ohio.
9. Authorization of Tenant. This Eighth Amendment and the instruments and
documents contemplated hereby, and the execution and delivery hereof by Tenant,
and the consummation of the transactions herein provided, do not violate any
provision of the constitution or bylaws of Tenant or any agreement to which
Tenant is a party or by which Tenant is bound, and constitute valid and binding
obligations of Tenant enforceable against it in accordance with their respective
terms. No consent or governmental approval is required in connection with the
consummation of the transactions contemplated hereby. Tenant represents and
warrants to Landlord that it has full right, power and authority to enter into
the transactions provided for in this Eighth Amendment; and that it has not, at
any time, subleased, pledged, hypothecated, assigned or encumbered the Lease or
in any other manner encumbered the Premises and will not do so.
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IN WITNESS WHEREOF, the duly authorized representatives of Landlord and
Tenant have executed this Eighth Amendment on the respective dates set forth
below.
LANDLORD: CORPORATE EXCHANGE
BUILDINGS IV AND V LIMITED
PARTNERSHIP, an Ohio limited partnership, by
Joseph Skilken & Co., General Partner
WITNESSES:
/s/ Regina R. Watson By: /s/ Steve Skilken
--------------------------------- --------------------------------
Steve Skilken, President
Printed Name: Regina R. Watson
------------------- Date: 8/23/00
------------------------------
/s/ Christine Caruso
---------------------------------
Printed Name: Christine Caruso
-------------------
TENANT: SYMIX COMPUTER SYSTEMS,
INC., an Ohio corporation
/s/ Annette L. Ford By: /s/ Lawrence W. DeLeon
--------------------------------- --------------------------------
Name: Lawrence W. DeLeon
------------------------------
Printed Name: Annette L. Ford Title: VP, CFO and Secretary
-------------------- -----------------------------
/s/ Mary Mahoney Date: July 26, 2000
--------------------------------- ------------------------------
Printed Name: Mary Mahoney
--------------------
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NOTARIZATION FOR LANDLORD
STATE OF OHIO
COUNTY OF FRANKLIN, ss:
On this 23rd day of August, 2000, before me, a Notary Public in and for said
County and State, personally appeared Steve Skilken, President of Joseph Skilken
& Co., an Ohio corporation, and the General Partner of Corporate Exchange
Buildings IV and V Limited Partnership, who acknowledged that he did sign the
foregoing instrument on behalf of the corporation and limited partnership.
/s/ Regina R. Watson
-----------------------------
Notary Public
NOTARIZATION FOR CORPORATE TENANT
STATE OF OHIO
COUNTY OF FRANKLIN, ss:
On this 26th day of July, 2000, before me, a Notary Public in and for said
County and State, personally appeared Lawrence W. DeLeon, VP and CFO of Symix
Computer Systems, Inc., an Ohio corporation, who represented that he did sign
the foregoing lease amendment on behalf of the corporation.
/s/ Rick J. Shapiro
-----------------------------
Notary Public
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EXHIBIT "A"
SEVENTH LEASE AMENDMENT
This Seventh Lease Amendment (the "Seventh Amendment") is made and entered into
as of the latest date on which it is executed by either of the parties hereto
(the "Amendment Date"), by and between Corporate Exchange IV & V Limited
Partnership, an Ohio limited partnership, 383 South Third Street, Columbus, Ohio
43215 (the "Landlord") and Symix Computer Systems, Inc., an Ohio corporation
whose address is 2800 Corporate Exchange Drive, Columbus, Ohio 43231 (the
"Tenant").
RECITALS
A. 2600 Realty Corp. V, Landlord's predecessor in interest, and Tenant entered
into a Lease Agreement dated April 3,1991, a. Start Date Agreement dated October
15, 1992, and a Lease For Storage Space dated March 16, 1992, and Landlord and
Tenant entered into a First Lease Amendment dated December 1, 1993, a Start Date
Agreement dated December 1, 1993, a Second Lease Amendment dated April 1, 1994,
a Start Date Agreement dated April 1, 1994, a Third Lease Amendment dated July
12, 1994 (the "Third Amendment"), a Start Date Agreement dated July 12, 1994, a
Fourth Lease Amendment dated November 11, 1994, a Fifth Lease Amendment dated
May 28, 1998, a Storage Space Lease dated October 22, 1999, a Sixth Lease
Amendment dated September 24, 1999 (collectively these documents are referred to
herein as the "Lease"), by which Landlord leased to Tenant, and Tenant leased
from Landlord, certain premises containing approximately 81,944 rentable square
feet (the "Existing Premises"), located on the lower level, first, second,
third, and fourth floors of Corporate Exchange Building V, 2800 Corporate
Exchange Drive, Columbus, Franklin County, Ohio (the "Building").
B. Tenant desires to lease additional office space in the Building on the terms
set forth herein and to amend the Lease.
IT IS, THEREFORE, agreed as follows:
1. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
approximately one thousand one hundred ninety (1,990) rentable square feet of
office space (the "2000 Expansion Space") located on the first floor of the
Building as shown on the floor plan attached hereto as Exhibit A and more
commonly known as Suite 120.
2. The Term of the lease for the 2000 Expansion Space shall commence on April
10, 2000, shall be concurrent with the Term of the Lease, and shall expire on
June 30, 2001, unless sooner terminated as provided in the Lease.
3. Commencing on April 10, 2000 the 2000 Expansion Space, the Premises shall be
deemed to include the 2000 Expansion Space and will contain an aggregate of
approximately 83,934 rentable square feet. Tenant's pro rata share of Operating
Expenses and Real Property Taxes shall be computed based upon the ratio of the
number of rentable square feet contained in the Premises (excluding the 1,505
square feet of storage space) in relation to the total number of rentable square
feet of office space contained in the Building (excluding the 1,505 square feet
of storage space.
4. Tenant shall pay Landlord Base Rent for the Premises in advance on the first
day of each calendar month, without set off or demand, as set forth in the Lease
until March 31, 2000, and beginning on April 1, 2000 and continuing each
calendar month until the expiration of the Term as follows:
April 1, 2000 through April 30, 2000: Seventy Thousand Four Hundred
Seventy Nine and 18/100 Dollars ($70,479.18) per month.
May 1, 2000 through June 30, 2001: Seventy One Thousand Eighty Two and
69/100 Dollars ($71,082.69) per month.
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5. Tenant accepts the 2000 Expansion Space in "AS IS" condition except that
Landlord, at its cost will shampoo all existing carpet within the Premises. By
occupying the 2000 Expansion Space (including occupancy for Tenant's
construction of its alterations and improvements), Tenant shall be deemed
conclusively to have accepted the 2000 Expansion Space and to have acknowledged
that the 2000 Expansion Space is in the condition required by the Lease and this
Amendment.
Tenant shall make no alterations, additions or improvements to the Premises
without the prior written consent of Landlord. Tenant shall submit a statement
of planned alterations, together with detailed architectural plans,
specifications, and description of materials for Landlord's approval. Tenant
shall not commence any work without first (a) obtaining Landlord's written
approval of Tenant's plans, specifications, and description of materials, and
(b) delivering to Landlord copies of Tenant's comprehensive general liability
insurance certificates naming Landlord as an additional insured. Tenant shall
perform all work in strict accordance with Tenant's approved plans and
specifications and with all applicable laws, orders, regulations and
requirements, in compliance with such rules and regulations as Landlord may
make, and shall obtain approval by all appropriate governmental or
quasi-governmental agencies. Tenant shall obtain all applicable permits and
authorizations before commencing work. All changes and alterations shall be made
at the sole cost of Tenant, shall be performed in a good and workmanlike manner,
shall not affect any structural parts of the Building, and shall not interfere
with the quiet enjoyment of other tenants. Tenant at its cost shall repair any
damage to the Building and/or Land caused by Tenant's alterations and shall
restore them to the condition in which they were prior to the damage. Tenant
shall promptly remove from the Premises and the Building all trash resulting
from its work. All materials placed in the Premises or in the building by
Tenant, its contractors, agents, representatives, employees, concessionaires,
licenses, or invitees, and all Tenant's work at any time, shall be at Tenant's
sole risk. Tenant shall indemnify Landlord, Landlord's managing agent, and
anyone claiming through them from all costs and expense incurred in connections
with Tenant's performance of Tenant's alterations.
Tenant shall keep the Premises, the Building, and the Land free and clear of all
mechanics' and/or materialman's liens resulting from work done by or for Tenant.
If any mechanics' or materialman's liens are filed against the Premises or the
Building as a result of or purporting to be the result of any work for or act of
Tenant, Tenant shall discharge the lien within thirty (30) days by payment, or
by notice and bond meeting the requirements of the Ohio Revised Code. If tenant
does not discharge the lien, Landlord may pay the lien for the account of Tenant
without inquiring into its validity and treat the amount of such payment as
additional rent immediately due from Tenant; and/or treat Tenant's failure to
discharge the lien as a default. Tenant shall indemnify and save harmless
Landlord against and from all costs, liabilities, suits, penalties, claims and
demands, including reasonable attorneys' fee resulting therefrom.
Nothing in this Lease shall be construed as constituting the express or implied
consent or request of Landlord to any contractor, subcontractor, laborer or
materialman for the performance of any labor or the furnishing of any materials,
fuel, machinery or supplies or any specific improvements, alterations of or
repair to the Building or the Premises or any improvement thereto, nor as giving
Tenant any right, power or authority to act as agent of Landlord to contract
for, or to permit the performance of furnishing of any labor, materials, fuel,
machinery or supplies on any basis which would entitle any person to assert
and/or perfect a mechanic's lien or other claim encumbering the Building, the
Premises or Landlord's interests in the Premises. Tenant shall post and maintain
at the Premises any notices appropriate for the protection of the Premises from
efforts by others to perfect or assert mechanic's liens or other claims in
respect of the Premises.
6. Except as set forth in this Seventh Amendment, all provisions of the Lease
shall remain unchanged and in full force and effect and shall apply to this
Seventh Amendment. All terms and conditions of the Lease not specifically
amended by this Seventh Amendment shall apply as if fully rewritten herein, and
the rights and, obligations of Tenant shall be governed and controlled by the
terms and conditions of the Lease as amended hereby. Capitalized terms used
herein and not otherwise defined shall have the respective meanings ascribed
thereto in the Lease.
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7. Tenant hereby certifies that no real estate broker has or will represent it
concerning this Seventh Amendment and that no finder's fees have or will be
earned by any third party. Tenant shall indemnify and hold Landlord harmless
from any liability or expense that may arise from such claims, including
reasonable attorneys' fees.
8. This Seventh Amendment shall be construed, governed and enforced in
accordance with the laws of the State of Ohio.
9. This Agreement and the instruments and documents contemplated hereby, and the
execution and delivery hereof by Tenant, and the consummation of the
transactions herein provided, do not violate any provision of the constitution
or bylaws of Tenant or any agreement to which Tenant is a party or by which
Tenant is bound, and constitute valid and binding obligations of Tenant
enforceable against it in accordance with their respective terms. No consent or
governmental approval is required in connection with the consummation of the
transactions contemplated hereby. Tenant represents and warrants to Landlord
that it has full right, power and authority to enter into the transactions
provided for in this Seventh Lease Amendment; and that it has not, at any time,
subleased, pledged, hypothecated, assigned or encumbered the Lease or in any
other manner encumbered the Premises and will not do so.
<PAGE> 8
IN WITNESS WHEREOF, Landlord has executed this Lease Termination Agreement on
the ____ day of ____________, 2000, and Tenant has executed this Lease
Termination Agreement on the ____ day of ______________, 2000.
LANDLORD: CORPORATE EXCHANGE
IV & V LIMITED PARTNERSHIP
BY: JOSEPH SKILKEN & CO.,
GENERAL PARTNER
WITNESSES:
By:
------------------------------------- ---------------------------------
Steve Skilken, President
Printed Name: Date:
------------------------ -------------------------------
-------------------------------------
Printed Name:
TENANT: SYMIX COMPUTER
SYSTEMS, INC.
By:
------------------------------------- ---------------------------------
Lawrence J. Fox
Printed Name: Chairman of the Board and
------------------------ Chief Executive Officer
-------------------------------------
Date:
Printed Name: -------------------------------
------------------------
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NOTARIZATION FOR LANDLORD
STATE OF OHIO
COUNTY OF FRANKLIN
On this _______ day of ________, 2000 before me, a notary public in, and for
said County and State, personally appeared Steve Skilken, President of Joseph
Skilken & Co., an Ohio corporation and the General Partner of Corporate Exchange
IV & V Limited Partnership, an Ohio limited partnership, on behalf of the
limited partnership who acknowledged for and on behalf of the corporation and
limited partnership that he did sign the foregoing instrument on behalf of the
corporation and limited partnership.
---------------------------------
Notary Public
My Commission Expires:
-----------
NOTARIZATION FOR CORPORATE TENANT
STATE OF OHIO
COUNTY OF FRANKLIN
On this _______ day of ____________, 2000, before me, a notary public in and for
said County and State, personally appeared Lawrence J. Fox, Chairman of the
Board and Chief Executive Officer of Symix Computer Systems, Inc., an Ohio
corporation, who represented that he is duly authorized to sign and did sign the
foregoing lease on behalf of the corporation.
---------------------------------
Notary Public
My Commission Expires:
-----------
