EXHIBIT 10.27
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("AMENDMENT") is made and entered into as
of the 12th day of November, 2003 by and between 303 WACKER REALTY L.L.C., a
Delaware limited liability corporation (herein referred to as "LANDLORD"), and
IMANAGE, INC., a Delaware corporation (herein referred to as "TENANT").
RECITALS:
WHEREAS, Landlord and Tenant are parties to that certain Office Lease
dated March 17, 2003 ("ORIGINAL LEASE") (said Original Lease, as amended, hereby
and as further amended from time to time, the "LEASE"), which Lease covers space
containing 39,233 square feet of net rentable area located on the 27th and 28th
floors of the Building known as 303 East Wacker, Chicago, Illinois;
WHEREAS, Landlord and Tenant desire to amend the lease to add
additional space on the 27th floor of the Building to the leased premises
demised thereunder, and for other matters, all upon the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, Landlord and Tenant hereby agree as
follows:
1. INCORPORATION OF RECITALS AND EXHIBITS. The foregoing recitals and
all exhibits attached hereto are, by this reference, hereby incorporated as part
of this Amendment.
2. DEFINED TERMS. All terms used herein and defined in the Lease shall
have the same meaning as in the Lease unless otherwise defined herein. For
purposes of the Lease, the term "RENT" shall specifically include the rental
payments due with respect to the Original Premises and the Additional Premises
as described in this Amendment. As used herein, the following terms shall have
the respective meanings indicated below:
(a) "ADDITIONAL PREMISES" shall mean a portion of the 27th
floor in the Building, containing 1,278 square feet of Rentable Area,
shown on Exhibit A attached hereto and made a part hereof.
(b) "ADDITIONAL PREMISES COMMENCEMENT DATE" shall mean
November 1, 2003, or such earlier date as Tenant takes possession or
commences use of the Additional Premises for the purpose of conducting
any business operations therein.
(c) "ORIGINAL PREMISES" shall mean the Premises on the 27th
and 28th floors of the Building being leased under the Lease as of the
date hereof, as described in the opening Recital paragraph above,
containing 39,233 square feet of Rentable Area.
3. CONDITION; TENANT'S WORK; ALLOWANCE.
(a) Tenant agrees to accept the Additional Premises in their
"AS IS" condition effective as of the Turnover Date (as hereinafter
described). Tenant acknowledges that Landlord shall not be required to
make any improvements to the Additional Premises to ready the
Additional Premises for Tenant's occupancy. Landlord shall tender
possession of the Additional Premises to Tenant for Tenant's
performance of the Tenant's Work (as defined below) concurrent with the
mutual execution and delivery of this Amendment by and between Landlord
and Tenant. The date Landlord so tenders possession of the Additional
Premises to Tenant is herein referred to as the "TURNOVER DATE". During
any occupancy of the Additional Premises from and after the Turnover
Date and prior to the Additional Premises Commencement Date, all of the
terms and provisions of the Lease shall govern and control with respect
to such occupancy of the Additional Premises, except that Tenant shall
have no obligation to pay Base Rent or
Additional Rent pertaining to the Additional Premises, and Landlord
shall have no obligation to furnish any services within the Additional
Premises, during any such period prior to the Additional Premises
Commencement Date. From and after the Additional Premises Commencement
Date, all terms and provisions of the Lease shall control with respect
to such occupancy of the Additional Premises, including, without
limitation, Tenant's obligation to pay all Base Rent and Additional
Rent due and owing under the Lease with respect to the Additional
Premises, all as hereinafter provided.
(b) Tenant shall, at its sole cost and expense, perform such
work as may be necessary or desired by Tenant to construct or renovate
the Additional Premises, all subject to and in accordance with the
provisions of the Lease, including, without limitation, the provisions
of Section 7(b) of the Original Lease and the Workletter attached to
the Original Lease (i.e., to the same extent as applicable to the
"Tenant's Work" therein described, and including such charges payable
to Landlord as may be expressly provided therein) and Section 14 of the
Lease, and all in accordance with construction-related rules and
regulations applicable to work being performed from time to time at the
Building. All work referred to in this subparagraph performed on or
before or within six (6) months after the Turnover Date is hereinafter
referred to as "TENANT'S WORK". Except as expressly set forth in this
Amendment, Tenant shall not be entitled to any tenant improvement
allowance, rental abatements or other concessions relative to the
Additional Premises, notwithstanding anything in the Original Lease to
the contrary.
(c) Landlord shall make a contribution (the "ALLOWANCE")
toward the cost of Tenant's Work (including, without limitation, the
costs of construction, permits and inspections, design drawings,
architectural drawings, mechanical, electrical and plumbing drawings
and other miscellaneous items including cabling, telephone and signage)
and toward any other architectural and engineering fees and charges
payable to Landlord in connection with such Tenant's Work, in the
overall amount of $57,510.00 (i.e., being $45.00 per square foot of
Rentable Area of the Additional Premises), all on the same terms and
conditions as set forth in Paragraph 9 of the Workletter attached to
the Original Lease of the Lease relative to the "Allowance" therein
described.
4. ADDITIONAL PREMISES. Effective as of the Additional Premises
Commencement Date and for a lease term expiring concurrently with the end of the
Lease term for the remainder of the Premises:
(i) the "Premises" under the Lease shall include the
Additional Premises; and
(ii) the Rentable Area of the Premises shall be increased by
the Rentable Area of the Additional Premises (and "Tenant's
Proportionate Share" under the Lease shall be increased in accordance
with the terms of Paragraph 6 hereof).
5. BASE RENT - ORIGINAL PREMISES.
(a) Base Rent for the Original Premises shall continue to be
payable in such amounts and in accordance with such provisions as are
set forth in the Lease from and after the date hereof and through the
expiration of the term of the Lease. The foregoing Base Rent shall be
payable at such times and at such place and in accordance with such
provisions as otherwise set forth in the Lease relative to the payment
of "Base Rent" thereunder.
(b) From and after the Additional Premises Commencement Date
and through the expiration of the Initial Term of the Lease, and
subject to the rental abatement rights expressly provided in Paragraph
5(c) below, Base Rent for the Additional Premises shall be payable by
Tenant at the same rate(s) per square feet of Rentable Area as
otherwise applicable from time to time relative to the balance of the
Premises; based on the foregoing, and subject to the rental abatement
rights expressly provided in Paragraph 5(c) below. Base Rent for the
Additional Premises through the stated Expiration Date of the Lease
shall be payable in the following amounts and at the following annual
rates per square foot of Rentable Area of the
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Additional Premises for the respective periods hereinafter described
(and Section 1(a) of the Original Lease is hereby supplemented
accordingly):
- -------------------------------------- ------------------------- -------------------------- --------------------------
ANNUAL BASE RENT FOR
THE ADDITIONAL PREMISES
(PER RENTABLE ANNUAL BASE RENT FOR THE MONTHLY BASE RENT FOR
SQUARE FOOT) ADDITIONAL PREMISES THE ADDITIONAL PREMISES
PERIOD
- -------------------------------------- ------------------------- -------------------------- --------------------------
Additional Premises $15.00 $19,170.00 $1,597.50
Commencement Date through end of Lease
Year 1
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 2 $15.45 $19,745.10 $1,645.43
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 3 $15.91 $20,332.98 $1,694.15
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 4 $16.39 $20,946.42 $1,745.54
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 5 $16.88 $21,572.64 $1,797.72
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 6 $17.39 $22,224.42 $1,852.04
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 7 $17.91 $22,888.98 $1,907.42
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 8 $18.45 $23,579.10 $1,964.93
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 9 $19.00 $24,282.00 $2,023.50
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 10 $19.57 $25,010.46 $2,084.21
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 11 $20.16 $25,764.48 $2,147.04
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 12 $20.76 $26,531.28 $2,210.94
- -------------------------------------- ------------------------- -------------------------- --------------------------
Lease Year 13 (through end of $21.39 $27,336.42 $2,278.04
Initial Term)
- -------------------------------------- ------------------------- -------------------------- --------------------------
The term "Lease Year", as used in the foregoing Additional Premises
Base Rent schedule, shall have the same meaning as set forth in the
Lease. The foregoing Base Rent shall be payable at such times and at
such place and in accordance with such provisions as otherwise set
forth in the Lease relative to the payment of "Base Rent" thereunder.
(c) Notwithstanding the terms of Paragraphs 5(a) and 5(b)
above, it is agreed that, so long as Tenant is not in default under the
Lease beyond any applicable notice and cure period during any
applicable Abatement Month (as hereinafter defined), then, subject to
the terms of the last sentence of this Paragraph 5(c), Tenant shall be
entitled to an abatement of Monthly Base Rent attributable to the
Additional Premises for each calendar month (each such month, an
"ABATEMENT MONTH") commencing with November 1, 2003 and continuing
through July 31, 2004. The foregoing abatement of Base Rent
attributable to the Additional Premises shall not otherwise affect
Tenant's obligation to pay all Base Rent attributable to the balance of
the Premises (i.e., being the "Original Premises", as described herein)
and all other rentals due and owing during each such respective
Abatement Month, nor shall it affect any other obligations of Tenant
under the Lease (as amended hereby); and provided further, that Tenant
shall not be entitled to any such Base Rent abatement attributable to
the Additional Premises for any Abatement Month during which Tenant is
in default under the Lease beyond any applicable notice and cure
period. Notwithstanding anything herein to the contrary, Landlord shall
have the right, at any time and from time to time during the Term, to
elect, by written notice to Tenant, to make a cash payment to Tenant
equal to the Monthly Base Rent attributable to the Additional Premises
for any one or more Abatement Months which have not theretofore
occurred, discounted to present value as of the date Landlord makes
such payment using a discount factor equal to one and one-half percent
(1.5%), in which case Tenant shall no longer be entitled to the
aforementioned abatement of Base Rent relative to the Additional
Premises for the applicable Abatement Month(s) for which Landlord has
made such cash payment. Further, notwithstanding anything herein to the
contrary, if Tenant is in default during any applicable Abatement
Month, which default is not thereafter cured within applicable notice
and cure periods under the Lease, then Tenant shall no longer be
entitled to any abatement of Monthly Base Rent relative to the
Additional Premises under this Paragraph 5(c) relative to such
Abatement Month, and such Monthly Base Rent for the respective
Abatement Month shall be immediately due and payable upon Landlord's
demand therefor.
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(d) The term "BASE RENT", as used in the Lease, shall mean all
Base Rent payable thereunder from time to time, including without
limitation the amounts payable from time to time relative to the
Original Premises as described in Paragraph 5(a) above, and the amounts
payable from time to time relative to the Additional Premises as
described in Paragraph 5(b) above.
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6. ADDITIONAL PREMISES ADDITIONAL RENT.
(a) For the calendar year in which the Additional Premises
Commencement Date falls (the "COMMENCEMENT DATE CALENDAR YEAR"), and
for the calendar year in which the day following the last Abatement
Month (as defined above) falls (the "ABATEMENT PERIOD CALENDAR YEAR"),
Tenant's Proportionate Share of Expenses and Tenant's Proportionate
Share of Taxes (i.e., Additional Rent under the Lease) provided for in
Section 5 of the Original Lease shall be calculated separately for the
Additional Premises, apart from the remainder of the Premises, but not
for any subsequent years of the term of the Lease. In subsequent years,
Additional Rent shall be calculated for such Additional Premises
together with the remainder of the Premises. Additional Rent for the
Additional Premises for the Commencement Date Calendar Year shall be
prorated by multiplying (i) the Additional Rent attributable to the
Additional Premises for such calendar year, as a whole, by (ii) a
fraction, the numerator of which is the number of days remaining in
such calendar year from and after the Additional Premises Commencement
Date and the denominator of which is 365.
(b) For purposes of calculating Additional Rent payable on
account of the Additional Premises for the Commencement Date Calendar
Year and for the Abatement Period Calendar Year, as provided in
Paragraph 6(a) above, "Tenant's Proportionate Share" shall be
determined in accordance with the definition thereof set forth in
Exhibit C attached to the Original Lease, except that the numerator of
the fraction described therein shall be 1,278 square feet of Rentable
Area (i.e., being the Rentable Area of the Additional Premises as set
forth in Paragraph 2 hereinabove). For purposes of calculating
Additional Rent payable on account of the Additional Premises, together
with the remainder of the Premises, for all subsequent calendar years
(or portions thereof) within the term of the Lease, as provided in
Paragraph 6(a) above, "Tenant's Proportionate Share" shall be
determined in accordance with the definition thereof set forth in
Exhibit C attached to the Original Lease, except that the numerator of
the fraction described therein shall be 40,511 square feet of Rentable
Area (i.e., being the Rentable Area of the Additional Premises together
with the Rentable Area of the Original Premises as set forth in
Paragraph 2 hereinabove).
(c) Notwithstanding the terms set forth above in this
Paragraph 6, it is agreed that, so long as Tenant is not in default
under the Lease beyond any applicable notice and cure period during any
applicable Abatement Month (as defined in Paragraph 5 above), then,
subject to the terms of the last sentence of this Paragraph 6(c),
Tenant shall be entitled to an abatement of Additional Rent
attributable to that portion of the Premises being leased under the
Lease constituting the Additional Premises. The foregoing abatement of
Additional Rent shall not otherwise affect Tenant's obligation to pay
all Additional Rent attributable to the balance of the Premises (i.e.,
being the "Original Premises", as described herein) and all other
amounts due and owing under the Lease during each such respective
Abatement Month, nor shall it affect any other obligations of Tenant
under the Lease (as amended hereby); and provided further, that Tenant
shall not be entitled to any such Additional Rent abatement for any
Abatement Month during which Tenant is in default under the Lease
beyond any applicable notice and cure period. Notwithstanding anything
herein to the contrary, Landlord shall have the right, at any time and
from time to time during the Term, to elect, by written notice to
Tenant, to make a cash payment to Tenant equal to the Additional Rent
attributable to the Additional Premises for any one or more Abatement
Months which have not theretofore occurred, using the then monthly
Additional Rent Estimate in effect at the time of such payment, all
discounted to present value as of the date Landlord makes such payment
using a discount factor equal to one and one-half percent (1.5%), in
which case Tenant shall no longer be entitled to the aforementioned
abatement of Additional Rent attributable to the Additional Premises
for the applicable Abatement Month(s) for which Landlord has made such
cash payment; provided further, that Tenant's Additional Rent
obligations attributable to the Additional Premises under the Lease
relative to any such Abatement Month(s) for which Landlord has made
such cash payment shall be fixed at the monthly Additional Rent
Estimate amount used as the basis for such cash payment calculation,
and there shall be no adjustment or reconciliation relative to the
Additional Premises on account of actual Expenses or Taxes relative to
such month(s) under Section 5(c) of the Original Lease. Further,
notwithstanding anything herein to the contrary, if Tenant is in
default during any applicable Abatement Month, which default is not
thereafter cured within applicable notice and cure periods under the
Lease, then Tenant shall no longer be entitled to any abatement of
Additional Rent under this Paragraph 6(c) relative to such Abatement
Month, and all Additional Rent (including monthly
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Additional Rent Estimate under the Lease) attributable to the
Additional Premises payable for such Abatement Month shall be
immediately due and payable upon Landlord's demand therefor.
(d) All Additional Rent described in this Paragraph 6 shall be
payable at such times, in such manner, and in accordance with such
procedures (i.e., including payment of monthly estimates and annual
reconciliations) as set forth in Section 5(i) of the Original Lease
relative to payment of Additional Rent thereunder.
7. CONDITION. As described in Paragraph 3 above, Tenant agrees to
accept the Additional Premises in its "AS IS" condition as of the Turnover Date
(as defined in Paragraph 3 hereinabove). Further, Tenant hereby accepts the
Original Premises in its "AS IS" condition as of the date hereof. Tenant
acknowledges that Landlord shall not be required to make any improvements to the
Additional Premises or to the Original Premises to ready such space for Tenant's
use and occupancy during the term of the Lease.
8. REAL ESTATE BROKERS.
(a) Tenant represents and warrants that Tenant has not dealt
with any broker in connection with this Amendment other than Cushman &
Wakefield ("TENANT'S BROKER") (whose commissions shall be payable by
Landlord pursuant to its separate written commissions agreement with
Tenant's Broker), and Tenant agrees to indemnify and hold Landlord and
its partners harmless from all loss, damages, liabilities, claims,
costs and expenses (including reasonable attorneys' fees) arising from
any claims or demands of any other broker or brokers or finders for any
commissions alleged to be due such broker or brokers or finders
claiming to have dealt with Tenant in connection with this Amendment.
(b) Landlord represents and warrants that Landlord has not
dealt with any broker in connection with this Amendment other than
Tenant's Broker, and Landlord agrees to indemnify and hold Tenant and
its shareholders harmless from all losses, damages, liabilities and
expenses (including reasonable attorneys' fees) arising from any claims
or demands of any other broker or brokers or finders for any commission
alleged to be due such broker or brokers or finders claiming to have
dealt with Landlord in connection with this Amendment.
9. INTENTIONALLY OMITTED.
10. INAPPLICABLE PROVISIONS The following provisions of the Lease have
previously been satisfied or waived and are acknowledged to no longer apply:
(a) Section 42 of the Original Lease (entitled "Pre-Occupancy
Contraction/Expansion Option").
11. ENTIRE AGREEMENT. The entire agreement of the parties with respect
to the subject matter hereof is set forth in this Amendment and in the Lease as
amended hereby. No prior agreement or understanding with respect to the Lease or
this Amendment shall be valid or of any force or effect.
12. OFFER TO LEASE. Submission of this instrument for examination shall
not constitute a reservation or option for the Additional Premises, or in any
manner bind Landlord or Tenant until this instrument is signed and delivered by
Landlord and Tenant; provided, however, the execution and delivery of this
Amendment by Tenant to Landlord or to the managing agent or leasing agent for
the Building shall constitute an offer by Tenant to lease the Additional
Premises and to enter into the other transactions contemplated hereby on the
terms and conditions herein contained, which offer may not be revoked for ten
(10) business days after such delivery.
13. LEASE IN FULL FORCE AND EFFECT. Except as amended hereby, all the
terms and provisions of the Lease shall remain in full force and effect and are
hereby ratified and confirmed. Without limitation of the foregoing, the terms of
Section 44 of the Original Lease shall apply to this Amendment and to the Lease,
as modified hereby.
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[Signature Page Follows]
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IN WITNESS WHEREOF, this Amendment is executed by the parties as of the
day and year first set forth above.
TENANT: LANDLORD:
IMANAGE, INC., a Delaware corporation 303 WACKER REALTY L.L.C., a Delaware
limited liability company
By: HINES THREE ILLINOIS CENTER
ASSOCIATES
LIMITED PARTNERSHIP,
its managing member
By: /s/ Brent Hogenson
-----------------------
Name: Brent Hogenson
---------------------
Title: VP Finance
--------------------
By: HINES THREE ILLINOIS CENTER
L.L.C., a general partner
ATTEST:
By: HINES INTERESTS LIMITED
PARTNERSHIP, a member
By: /s/ Christopher Denten
----------------------------------
Name: CHRISTOPHER DENTEN, JD, CPA, LLM By: HINES HOLDINGS, INC.,
-------------------------------- its general partner
Title: IMANAGE, INC.
-------------------------------
GENERAL COUNSEL
-------------------------------
By: /s/ Thomas J. Danilek
------------------------
Name: Thomas J. Danilek
----------------------
Title: Senior Vice President
---------------------
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EXHIBIT A
ADDITIONAL PREMISES
[Exhibit includes a graphic, showing a portion of the floor plan of 303 East
Wacker Drive, Chicago, Illinois, that includes 2700 and 2750 thereof.]
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