THORNALL ASSOCIATES
C/O ALFIERI PROPERTY MANAGEMENT
399 THORNALL STREET
P.O. BOX 2911
EDISON, NEW JERSEY 08818-2911
PHONE (732) 548-2200
FAX (732)548-5755
March 15, 2000
Mr. Frank Lopiccolo
PXRE Corporation
399 Thornall Street
14th Floor
Edison, New Jersey 08837
Re: Sublease Agreement dated as of January 2000 by and
between PXRE Corporation, as Sublessor
and I-many, Inc., as Sublessee
Premises: 10,951 sq. ft., Portion of 12th Floor
399 Thornall Street
Edison, New Jersey
Dear Mr. Lopiccolo:
Pursuant to Article 8 of the Lease between Thornall Associates, as Landlord and
PXRE Corporation, as Tenant dated November 1, 1999 and as amended by the First
Amendment to Lease dated February 23, 2000, this letter is to evidence the
consent of Landlord to the above captioned Sublease, subject to the following:
1. This consent shall not:
a. operate as an approval or ratification by Landlord of any of the
provisions of the Sublease or as a representation or warranty
(express or implied) by Landlord as to any matter whatsoever
(including, without limitation, the suitability of the Demised
Premises for the use intended by Subtenant);
b. be deemed to bind Landlord to or by any provisions of the
Sublease; or
F. Lopiocolo
PXRE
March 15, 2000
page 2
c. be construed to (i) modify, waive, reduce or otherwise affect (A)
any of the provisions of the Lease, (B) any of Tenant's
obligations or duties under the Lease, or (C) any rights or
remedies of Landlord under the Lease or otherwise, (ii) enlarge,
change or increase Landlord's obligations or liabilities or
Tenant's rights under the Lease or otherwise, or (iii) waive, any
present or future breach or default on the part of Tenant under
the Lease or limit any of Landlord's rights or remedies with
respect thereto.
2. Landlord shall procure any governmental permit or approval required
on account of the Sublease and the transactions contemplated thereby, at the
sole cost and expense of Tenant.
3. Neither the Sublease nor this consent shall release or discharge
Tenant from any liability under the Lease and Tenant shall remain primarily
liable and responsible for the full performance and observance of, and the full
compliance with, all of the provisions of the Lease to be performed observed and
complied with by the tenant thereunder.
4. This consent shall not be construed as a content by Landlord to any
future subletting of all or any part of the Demised Premises either by Tenant or
Subtenant. The Sublease may not be assigned, renewed, modified, amended or
extended nor shall the Demised Premises or any part thereof be further sublet
without the prior written consent of landlord thereto in each instance as
provided in the Lease.
5. This Sublease is an agreement between Tenant and Subtenant with
respect to the various matters set forth therein, and is not binding on
landlord. Nothing set forth in this consent shall be construed to constitute an
agreement between Landlord and Tenant that the provisions of the Sublease shall
apply and pertain as between Tenant and Landlord.
F. Lopiccolo
PXRE
March 15, 2000
Page 3
6. This consent is conditioned upon Tenant's prompt remittance of the
sum of $500.00 to Landlord pursuant to Section 8.07 of the Lease.
Very Truly Yours,
CHRISTINE ALFIERI JOSEPH
CHRISTINE ALFIERI JOSEPH
Associate General Counsel
Caj/winword/sublet/subPXRE
cc: Jennifer Alfieri Phil Bennett
Barry Glassman Bob Henofer
Paul Hindes Mark Licht
Tom March Gene Shargay
A(GA) 12.07C
- - --------------------------------------------------------------------------------
SUBLEASE
between
PXRE CORPORATION
Landlord
and
I-many, Inc.,
Tenant
July 1, 2000
- - --------------------------------------------------------------------------------
PORTION OF 12TH FLOOR
399 THORNALL STREET
EDISON, NEW JERSEY
AGREEMENT OF SUBLEASE made as of this ___ day of January 2000, between
PXRE CORPORATION, a New Jersey Limited Partnership, having an office at 399
Thornall Street, Edison, New Jersey (hereinafter referred to as "Landlord") and
I-many, Inc., a Delaware corporation having an office at 537 Congress Street,
Suite 500, Portland, Maine 04101 (hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, Landlord is the tenant under the Lease (hereinafter defined),
which Lease demises certain Premises (hereinafter defined) in the Building
(hereinafter defined); and
WHEREAS, Tenant desires to sublet a portion of said Premises, and
Landlord is willing to sublet the same, upon the terms and subject to the
conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants, conditions and agreements hereinafter contained, do hereby agree as
follows:
1. Definitions.
As used herein the following terms shall have the meanings hereinafter
set forth:
"Building" shall mean the building known as 399 Thornall Street, Edison,
New Jersey, which building, together with the real property upon which it
stands, is more fully described in the Lease;
"Escalation Rent" shall have the meaning set forth in Section 4 hereof;
"Expiration Date" shall mean 11:59 p.m. on the last day of the
thirty-sixth (36th) month next following the Sublet Space Commencement Date, or
any earlier date upon which the term of this sublease shall expire or be
canceled or terminated pursuant to any of the conditions or covenants of this
sublease or pursuant to law;
"Fixed Rent" shall mean the amounts set forth in Section 3 hereof;
"Lease" shall mean that certain lease between Prime Lessor and Landlord
(as "Tenant" thereunder), dated November 1, 1999, demising the Premises in the
Building, as amended by a certain First Amendment to Lease dated
contemporaneously herewith, as the same may be further amended, modified and/or
supplemented at any time subsequent to the date of this sublease;
"Lease Expiration Date" shall mean October 31, 2009;
"Premises" shall mean the Premises (as defined in the Lease);
"Prime Lessor" shall mean THORNALL ASSOCIATES, L.P., and any successor
thereto or assignee thereof,
"Sublet Space" shall mean that portion of the Premises located on the
twelfth (12th) floor of the Building and shown cross-hatched on Exibit "A"
annexed hereto;
"Sublet Space Commencement Date" shall mean the date on which the Sublet
Space is legally demised by Prime Lessor from the balance of the Premises and
Prime Lessor obtains a temporary or permanent certificate of occupancy with
respect to the Sublet Space on Tenant's behalf. The Sublet Space Commencement
Date shall be accelerated for any Tenant Delays, as hereinafter provided.
"Tenant's Share" shall mean, from time to time during the term of this
sublease, the then fraction (expressed as a decimal), the numerator of which
shall be the number of rentable square feet of the Sublet Space (presently
deemed to be 10,951 rentable square feet) and the
denominator of which shall be the number of rentable square feet of the Premises
(presently deemed to be 24,238 rentable square feet).
2. Demise; Use.
(a) Subject to Landlord's receipt of written approval from Prime Lessor
of the subleasing contemplated hereby, Landlord subleases to Tenant, and Tenant
hereby hires and takes from Landlord, the Sublet Space for a term (hereinafter
defined as the "Term") commencing upon the Sublet Space Commencement Date and
expiring upon the Expiration Date, subject to all terms, provisions, covenants
and conditions of the Lease and this sublease.
(b) Tenant shall have the unqualified and unrestricted right to use and
occupy the Sublet Space for executive and general offices and for no other
purpose.
(c) Tenant shall accept the Sublet Space "as is" as of the date hereof;
and Tenant acknowledges that it has retained Prime Lessor to prepare the Sublet
Space for Tenant's occupancy at Tenant's sole cost and expense, as more
particularly provided in Article 9 of this Sublease. Notwithstanding anything to
the contrary contained herein, if the Sublet Space Commencement Date shall not
have occurred by July 1, 2000, such date to be extended day-for-day for the
occurrence of Tenant Delays (as hereinafter defined) or events of force majeure
or other events beyond Landlord's reasonable control (up to a maximum period of
sixty (60) days in the aggregate), then Tenant shall have the right to cancel
this Lease by notice delivered to Landlord no later than July 15, 2000 (or 15
days following such extended Sublet Space Commencement Date). In this Lease
"Tenant Delays" means a delay in the occurrence of the Sublet Space Commencement
Date resulting from any of the following causes: (i) a delay by Tenant in
submitting Tenant's Plans or responding to Prime Lessor's requests for
additional information or materials selections; or (ii) Tenant's request for
additional work or additions to Tenant's Work; or (iii) other actions or
omissions of Tenant which cause a delay in the completion of Tenant's Work
including, without limitation, Tenant's failure to pay the cost of Tenant's Work
when due).
3. Fixed Rent; Additional Rent.
(a) Tenant covenants and agrees to pay to Landlord during and throughout
the Term of this sublease Fixed Rent at the rate of Two Hundred Seventy-Three
Thousand Seven Hundred Seventy-Five Dollars ($273,775.00) per annum for each
year (pro rated for any portion thereof) of the period from the Sublet Space
Commencement Date to and including the Expiration Date payable in equal monthly
installments of $22,814.58. Tenant shall pay the first month's Fixed Rent due
upon signing. The parties agree to execute within ten (10) business days of the
Sublet Space Commencement Date an amendment to this Lease confirming the date
when the Sublet Space Commencement Date occurred.
(b) Tenant shall pay Fixed Rent in equal monthly installments in
advance, on the fifth (5th) business day prior to the first day of each calendar
month during the Term of this sublease. The monthly installment of Fixed Rent
payable on account of any partial calendar month during the Term of this
sublease, if any, shall be prorated.
(c) All sums of money, other than Fixed Rent, as shall become due and
payable by Tenant to Landlord under this sublease, shall be deemed to be
additional rent, and Landlord shall have the same rights and remedies in the
event of non-payment of additional rent as are available to Landlord for the
non-payment of Fixed Rent. Additional Rent shall include, but not be limited
to, all Escalation Rent and all other costs, fees, expenses and charges due from
and payable by Landlord to Prime Lessor which are attributable to, or arise with
respect to, the Sublet Space. Unless otherwise specified, Tenant shall pay all
Additional Rent and the same shall be due thirty (30) days after notice by
Landlord.
(d) All Fixed Rent, Escalation Rent and all additional rent and other
sums payable hereunder by Tenant shall be paid without any deduction, offset,
abatement, defense and/or counterclaim whatsoever. All Fixed Rent, Escalation
Rent and all additional rent and other
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sums payable hereunder shall be paid by check, drawn on Silicon Valley Bank, or
upon a bank which is a member of the New York Clearing House or any successor
thereto, issued directly from Tenant, without endorsements, to the order of
Landlord or such other party as Landlord may designate in writing.
4. Escalation Rent.
(a) In addition to Fixed Rent, Tenant covenants and agrees to pay to
Landlord, from and after the Sublet Space Commencement Date, an amount
("Escalation Rent") equal to Tenant's Share of Tenant's Proportionate Share of
any Increase (as said term is defined in the Lease) in Taxes and Operating
Expenses payable by Landlord (as "Tenant" under the Lease) with respect to each
Year of the Term.
5. Electricity Charge.
(a) Landlord shall furnish such electric energy as Tenant shall
reasonably require for ordinary office uses during the hours of 8:00 a.m.
through 6:00 p.m. Mondays through Fridays (excepting holidays), in an amount not
less (but is not required to be more than) 6 watts demand load per useable
square foot. Tenant shall pay for such electricity at an annual rate of
$16,425.50 (the "Tenant's Electricity Charge") payable in equal monthly
installments of $1,363.87 together with each monthly installment of Fixed Rent
(representing $1.50/rentable square foot). Tenant acknowledges that the public
utility rate schedule used to determine the value of electricity to be furnished
by Landlord to Tenant may increase after the date hereof and in such event, the
Tenant's Electricity Charge shall be increased accordingly and shall be
determined by applying the prevailing local public utility rates, inclusive of
any taxes included in or applicable to such rates and based upon the consumption
of electricity by Tenant provided, however, Tenant shall in no case be liable
for a Tenant's Electricity Charge of less than $1.50 per square foot for
electricity,
(b) Landlord shall have the right at any time and from time to time
during the term to examine and survey the consumption by Tenant of electricity,
including without limitation, examining and surveying, the electrical wiring,
equipment and all lighting fixtures and apparatus consuming electricity in the
demised premises, Tenant's hours of operation and all other factors relevant to
Tenant's consumption of electricity. If, as a result of a survey made pursuant
to this provision, Landlord determines that the value to Tenant of the electric
energy supplied by Landlord (determined by the prevailing local public utility
rates payable by Landlord for electrical service inclusive of all applicable
"demand" and related charges including "fuel adjustment" charges and any taxes
included in or applicable to such rates) has been increased because of increased
use by Tenant or any other act or omission by Tenant, Tenant's failure to
maintain its equipment in good order and repair, Tenant's use of the demised
premises at other than the standard business hours specified in paragraph (a)
above, or if there shall be an increase in charges by the public utility
servicing the Building then in each such event, Tenant's Electricity Charge
shall be increased by an amount equal to such increase in value, effective on a
retroactive basis to the later to occur of: (i) the date of the occurrence of
the event triggering such increase (herein, the "Trigger Date"); or (ii) the
date which is one (1) year prior to the Trigger Date.
(c) In no event shall the provisions of this Article result in any
decreases in the Tenant's Electricity Charge below $1.50 per rentable square
foot.
(d) Landlord shall not be liable or responsible to Tenant for any loss,
damage or expense that Tenant sustains or incurs if either the quantity or
character of electric service is changed or interrupted or is no longer
available or suitable for Tenant's requirements unless due to the gross
negligence or willful misconduct of Landlord.
(e) Tenant, at its sole cost and expense, shall furnish, install and
replace, as required, all lighting tubes, lamps, bulbs and ballasts required in
the Sublet Space.
6. Tenant's Rights: Permitted Use.
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(a) Landlord shall not be obligated to perform any obligation which
is the obligation of Prime Lessor under the Lease and Landlord shall not be
liable to Tenant for Prime Lessor's failure to perform or observe any covenant
or obligation under the Lease; accordingly, Landlord's obligations hereunder are
conditional when such obligations require parallel performance by Prime Lessor.
Without limiting the foregoing, Tenant recognizes and agrees that Landlord shall
not be required to provide or render any of the services or utilities, to make
repairs, replacements, restorations, alterations or improvements or to perform
any of the obligations required of Prime Lessor by the terms of the Lease.
Landlord agrees, however, to use reasonable efforts to enforce its rights
against Prime Lessor under the Lease for the benefit of Tenant upon Tenant's
written request therefor (and to forward to Prime Lessor any notices or requests
for consent as Tenant may reasonably request). Tenant shall promptly reimburse
Landlord for any and all costs which Landlord shall incur in expending such
efforts, and Tenant does hereby indemnify and agree to hold Landlord harmless
from and against any and all claims, liabilities, damages, costs and expenses
(including, without limitation, reasonable attorneys' fees and disbursements)
incurred by Landlord in expending such efforts. Nothing contained herein shall
require Landlord to institute any suit or action to enforce any such rights;
provided, however, that if Landlord shall elect not to institute a suit or
action to enforce such rights, then, at the request of Tenant, Landlord shall
permit Tenant to institute an action or proceeding against Prime Lessor in the
name of Landlord to enforce Landlord's rights under the Lease which are
applicable to Tenant (and shall cooperate with such reasonable requests of
Tenant as may be necessary to enable Tenant to proceed in Landlord's name),
provided that (i) Tenant shall not then be in default under any of the terms,
covenants or conditions of this sublease, (ii) such action shall be prosecuted
at the sole cost and expense of Tenant and Tenant shall agree to indemnify and
hold Landlord harmless from and against any loss, claims, liabilities, damages,
costs and expenses (including without limitation, reasonable attorneys' fees and
disbursements) incurred or suffered by Landlord in connection with such action
or proceeding; (iii) Tenant shall use counsel approved by Landlord, which
approval shall not be unreasonably withheld or delayed; (iv) Landlord shall
determine, in the reasonable exercise of its judgment, that such suit or action
is not arbitrary or capricious or primarily of nuisance value; and (v) Landlord
shall have first given Prime Lessor a demand and notice of default (it being
agreed that Landlord shall give Prime Lessor such demand and notice of default
within a reasonable time after Tenant shall request that such notice be given)
and Prime Lessor shall have failed to cure such default within the period, if
any, set forth in the Lease for the curing of such default, or if no such period
is provided for, within a reasonable period thereafter (giving due consideration
to the nature of the default). In any instance in which Tenant would have the
right to institute an action or proceeding against Prime Lessor in accordance
with the provisions of this Section in the name of Landlord but for the fact
that Landlord's remedies under the Lease are limited to arbitration in
accordance with the provisions of the Lease, Landlord shall, upon the request of
Tenant, but subject to all of the foregoing provisions of this Section, enforce
Landlord's rights under the Lease for the benefit of Tenant by arbitration in
accordance with the provisions of the Lease, provided that Tenant shall pay to
Landlord, upon demand, all reasonable out-of-pocket costs and expenses incurred
in connection therewith by Landlord.
(b) Tenant acknowledges that the failure of Prime Lessor to provide
any services or comply with any obligations under the Lease shall not entitle
Tenant to any abatement, offset, or reduction in rent payable hereunder;
provided, however, that if and to the extent Landlord receives a rent abatement,
offset, or reduction from Prime Lessor on account of such failure, Tenant shall
be entitled (x) with respect to an abatement or reduction applicable to both the
Sublet Space and the balance of the Premises, to a proportionate abatement,
offset, or reduction of the rents payable by Tenant pursuant to this sublease,
apportioned equitably, after first deducting Landlord's reasonable,
out-of-pocket costs, if any, in obtaining such rent abatement or reduction, and
(y) with respect to an abatement or reduction applicable to the Sublet Space
only, Tenant shall be entitled to the entire abatement, offset, or reduction
after first deducting Landlord's reasonable out-of-pocket costs, if any, in
obtaining such rent abatement or reduction.
7. Incorporated Lease.
(a) Except as may be inconsistent with the provisions of this
sublease, all of the terms, covenants and conditions of the Lease are hereby
made part hereof with the same force and
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effect as if fully set forth at length herein as if the term "Landlord" herein
referred to Landlord in the Lease and the term "Tenant" herein referred to
Tenant in the Lease. Wherever the Lease refers to the "Demised Premises," such
references for the purposes hereof shall be deemed to refer to the Sublet Space.
Notwithstanding the foregoing, the parties agree that the following provisions
are not incorporated into this sublease: Article 1 (other than Section 1,07);
Section 2.05; Section 3.01; Section 3.03; Article 4; Article 5 (except that
Tenant shall be liable for all Escalation Rent as provided herein); Sections
6.02 - 6.03; Sections 9.02 and 9.03; Section 14.02; Sections 15.01 and 15.02;
Section 16.01; Article 17; Article 30; Article 43; Exhibit A; Exhibit B; Exhibit
C; Exhibit D; and Exhibit G.
(b) Tenant covenants that Tenant shall not do any act, matter or
thing which will be, result in, or constitute a violation or breach of or a
default under the Lease; it being expressly agreed to by Tenant that any such
violation, breach or default shall constitute a material breach by Tenant of a
substantial obligation under this sublease. Tenant hereby agrees that Tenant
shall indemnify and hold Landlord harmless from and against all claims,
liabilities, penalties and expenses, including, without limitation, reasonable
attorneys' fees and disbursements, arising from or in connection with any
default by Tenant in Tenant's performance of those terms, covenants and
conditions of the Lease which are or shall be applicable to Tenant, as above
provided, and all amounts payable by Tenant to Landlord on account of such
indemnity shall be deemed to be additional rent hereunder and shall be payable
upon demand.
(c) This sublease is expressly made subject and subordinate to the
Lease and to all encumbrances and other matters to which the Lease is subject.
In any case where the consent or approval of Prime Lessor shall be required
pursuant to the Lease, Landlord's consent shall also be required hereunder. If,
pursuant to the terms of this sublease, Tenant must obtain the consent or
approval of Landlord, and landlord must, pursuant to the Lease, obtain the
consent of Prime Lessor or the consent of the holder of any mortgage, superior
lease or other interest to which this sublease or the Lease is subordinate,
Landlord agrees to: (i) promptly forward a copy of Tenant's request for such
consent or approval, together with all relevant documents in Landlord's
possession, to Prime Lessor or the holder of any superior interest and (ii) use
its reasonable efforts to secure any such consent(s) and/or approval(s). If
Prime Lessor or the holder of such superior interest refuses to grant such
consent or approval and, as a result, Landlord withholds its consent to Tenant's
request therefor, such withholding by Landlord shall not be deemed to be an
unreasonable refusal to grant such consent or approval or result in Landlord
having any liability under this Lease; provided, however if Prime Lessor or the
holder of such superior interest is required to grant such consent or approval
or to not reasonably withhold such consent or approval pursuant to the terms of
the Lease, then the rights of Tenant and the obligations of Landlord set forth
in Section 6(a) hereof shall apply. Notwithstanding the foregoing, so long as
Prime Lessor and Tenant shall be the same Person, Tenant may submit Prime
Lessor's consent to Landlord at such time as Tenant requests Landlord's consent
thereto and the granting or withholding of Landlord's consent shall be governed
by all other provisions of this Sublease.
(d) Tenant agrees to be bound, for all purposes of this sublease, by
any modifications or amendments to the Lease, provided that any such
modifications or amendments to the Lease do not discriminate against Tenant or
increase Tenant's obligations under this sublease, shorten the term of this
sublease or decrease Tenant's rights under this sublease or otherwise materially
adversely affect Tenant's rights or obligations under this sublease or permit
this sublease to be canceled or terminated without Tenant's prior written
consent provided, however, that Landlord shall have the right to terminate this
sublease in the event that Landlord terminates the Lease in accordance with the
provisions of any of Articles 21 or 22 of the Lease or Landlord elects to
terminate the Lease pursuant to Article 42.
(e) Tenant agrees that Landlord shall have no liability to Tenant if
the term of this sublease shall terminate by reason of (i) Landlord's Prime
Lessor's or Landlord's exercise of any of their respective rights set forth in
Article 21, 22 or 42 of the Lease or (ii) Tenant's breach of any of the terms,
covenants or conditions of this sublease on Tenant's part to be observed or
performed or (iii) a termination of any ground or underlying leases referred to
in Article 6 of the Lease to which the Lease is subordinate, and all amendments
thereto or by reason of a foreclosure (or deed in lieu of foreclosure) of any of
the mortgages referred to in Article 6 of the Lease.
5
Tenant covenants and agrees that if, by reason of a default on the part of
Landlord, as the tenant under the Lease, in the performance of any of the terms
or provisions of the Lease, or for any other reason of any nature whatsoever,
such lease or the leasehold estate of the tenant thereunder, is terminated by
summary dispossess proceeding or otherwise, then Tenant will attorn to Prime
Lessor, and will recognize Prime Lessor as Tenant's landlord under this
sublease. Tenant covenants and agrees to execute and deliver, at any time and
from time to time, within five (5) days following a request therefor by Landlord
or Prime Lessor, any instrument which may be reasonably necessary or appropriate
to evidence such attornment. If Landlord shall agree with Prime Lessor to
surrender or cancel the Lease (or any portion thereof, if such portion includes
the Sublet Space) or shorten the Term of the Lease (or any portion thereof, if
such portion includes the Sublet Space) this sublease shall not be affected
thereby and shall continue on all of the same terms and conditions set forth
herein, except however, that Tenant will attorn to and recognize Prime Lessor as
its direct Landlord to the extent of such portion of the Lease (or the Term) so
surrendered and thereupon, this sublease, to such extent, shall become a direct
Lease between Tenant and Prime Lessor and Tenant will execute any documents
reasonably requested by Prime Lessor to evidence such attornment.
8. Condition of the Sublet Space; Tenant's Work: Landlord's
Contribution.
(a) It is understood and agreed that all understandings and
agreements heretofore had between the parties are merged in this sublease, which
alone fully and completely expresses their agreements, and that the same are
entered into after full investigation, neither party relying upon any statement
or representation made by the other and not embodied in this sublease. Tenant
agrees to accept possession of the Demised Premises in "as is" and "where is"
condition as of the date hereof; and Landlord is not required to perform work of
any kind, nature or description to prepare the Sublet Space for Tenant's
occupancy other than to deliver the Sublet Space in "broom clean" condition.
(b) Tenant acknowledges and agrees that any and all alterations,
installations, renovations or other items of work necessary to prepare the
Sublet Space for Tenant's initial occupancy ("Tenant's Work" or "Tenant's
Changes") shall be performed by Prime Lessor on Tenant's behalf, at Tenant's
sole cost and expense as said Tenant's Work is further described in Article 9 of
this Sublease. Without limiting the foregoing, Prime Lessor shall construct
such walls as may be necessary to demise the Sublet Space from the balance of
the Premises and construct a common corridor and all other alterations and
installations required in connection therewith in order to demise the Sublet
Space in compliance with all legal and insurance requirements.
9. Tenant's Changes; Restoration.
(a) Subject to the receipt of Landlord's consent, which consent
shall not be unreasonably withheld, Tenant shall have the right to make, cause
to be made or allow to be made during the Term any and all Tenant's Changes (as
defined in the Lease), and improvements in the Sublet Space or any portion of
the Sublet Space in accordance with the provisions of Article 12 of the Lease
which are incorporated herein by reference, as the same may be amended from time
to time. Tenant shall also be required to obtain the consent of Prime Lessor to
any Tenant's Changes proposed to be made by Tenant as though Tenant were the
Tenant under the Lease, All of Tenant's Changes (including the initial fit-out
of the Sublet Space) shall be performed in compliance with all applicable
provisions of the Lease including, without limitation, Article 3 and Schedule B
to the First Amendment to the Lease.
(b) Tenant agrees to cause Prime Lessor (or, in the alternative, to
cause Landlord to cause Prime Lessor) to perform all Changes and all Tenant's
Work necessary to prepare the Sublet Space for Tenant's initial occupancy in
accordance with the plans and specifications annexed hereto as Exhibit "C".
Without limiting the foregoing, Tenant acknowledges that Tenant will be required
to use Prime Lessor as its contractor in the manner provided by Schedule B to
the First Amendment to Lease, and that Tenant will be required to pay all costs
of the Changes and other work performed by Prime Lessor for and on behalf of
Tenant, without regard to whether such Changes or other work is billed to
Landlord or to Tenant directly
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by Prime Lessor. Tenant understands that Landlord has not agreed to incur any
costs in connection with any of Tenant's Changes (including, without limitation,
Tenant's initial fit out) and that Tenant will be required to pay or reimburse
to Landlord or to Prime Lessor, as applicable, the cost of all such work within
five (5) business days of being billed by Landlord or the Prime Lessor as
applicable. In furtherance of the foregoing, Tenant has delivered to Landlord
available funds in the sum of $21,000.00 representing approximately 33% of the
cost of Tenant's Work as reflected on a photocopy of a work authorization ("Work
Order") dated January 24, 2000, provided to Tenant contemporaneously herewith
(i.e. the total cost of Tenant's initial fit out is $62,345.00, consisting of
$60,890.00 plus $1,455.00 for an alternate exhaust fan in the telcom room). It
is anticipated that the cost of Tenant's initial fit out will not exceed
$62,345.00; subject, however, to all conditions and qualifications set forth in
the Work Order. Tenant agrees to pay all the costs of Tenant's initial fit out.
Tenant's failure to make such payment or reimbursement shall, among other
things, constitute a default under this Sublease and accelerate the Sublet Space
Commencement Date one day for each day of delay in making such payment or
reimbursement to Landlord, required by the Lease.
(c) In the event that Tenant shall make any Tenant's Changes,
decorations or improvements in or to the Sublet Space, Tenant shall secure and
maintain all insurance coverages required by the Lease.
(d) At Landlord's election, Tenant shall be required to demolish all
of Tenant's changes and restore the Sublet Space at the end of the Term to its
condition on the date of this Lease. Notwithstanding anything to the contrary
contained in Article 12 of the Lease, if Landlord requires the Restoration of
all or any part of Tenant's Changes, Landlord shall advise Tenant of such
Restoration requirements at the time Landlord grants its consent to any such
Tenant's Changes. If Landlord fails to require Restoration at the time it grants
such consent, then Restoration shall not be required with respect to such
Tenant's Changes.
10. Insurance.
(a) Tenant shall, at its own cost and expense, obtain, maintain and
keep in force during the Term for the benefit of Landlord, Tenant, Prime Lessor
and such other parties as are named in the Lease, commercial general liability
insurance which shall include premises operation, bodily injury, personal
injury, death, independent contractors, products and completed operations, broad
form contractual liability and broad form property damage coverages in a
combined single limit amount of not less than $4,000,000.00 against all claims,
demands or actions with respect to damage, injury or death made by or on behalf
of any person or entity, arising from or related to the conduct and operation of
Tenant's business in, on or about the Sublet Space. Whenever in Landlord's
reasonable judgment, good business practice and changing conditions indicate a
need for additional or different types of insurance coverage, Tenant shall, upon
Landlord's request, promptly obtain such insurance coverage, at Tenant's
expense.
(b) Landlord, Prime Lessor and such other parties as are required to
be named pursuant to the Lease, including, without limitation, Prime Lessor's
agents and any lessor under any ground or underlying lease, shall be named as
additional insureds in said policies and shall be protected against all
liability occasioned by an occurrence insured against. All of said policies of
insurance shall be: (i) written as "occurrence" policies, (ii) written as
primary policy coverage and not contributing with or in excess of any coverage
which Landlord may carry, and (iii) issued by insurance companies which are
rated not less than "A:XII" in Best's Key Rating Guide or which are otherwise
reasonably satisfactory to Landlord, and which are licensed to do business in
the State of New Jersey. Said policies shall also provide that the insurer will
give Landlord at least thirty (30) days prior written notice of cancellation of
said policy or of any material modification thereof, and shall comply with all
of the provisions of the Lease. Tenant shall deliver to Landlord the policies of
insurance or certificates thereof, together with evidence of the payment of
premiums thereon, prior to the Sublet Space Commencement Date, and shall
thereafter furnish to Landlord, at least twenty (20) days prior to the
expiration of any such policies and any renewals thereof, a new policy or
certificate in lieu thereof, with evidence of the payment of premiums thereon.
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(c) Tenant shall pay all premiums and charges for all of said
policies, and, if Tenant shall fail to make any payment when due or carry any
such policy, Landlord may, but shall not be obligated to, make such payment or
carry such policy, and the amount paid by Landlord, with interest thereon at the
maximum legal rate of interest from the date of such payment or the issuance of
such policy, shall be repaid to Landlord by Tenant on demand, and all such
amounts so repayable, together with such interest, shall be deemed to constitute
additional rent hereunder. Payment by Landlord of any such premium, or the
carrying by Landlord of any such policy, shall not be deemed to waive or release
the default of Tenant with respect thereto.
(d) Notwithstanding anything to the contrary contained in the Lease,
and notwithstanding the limits of insurance specified in this Section, Tenant
agrees to defend, indemnify and hold harmless Landlord, and the agents,
partners, shareholders, directors, officers and employees of Landlord, from and
against all damage, loss, liability, cost and expense (including, without
limitation, engineers', architects' and attorneys' fees and disbursements)
resulting from any of the risks referred to in this Section. Such
indemnification shall operate whether or not Tenant has placed and maintained
the insurance specified in this Section, and whether or not proceeds from such
insurance (such insurance having been placed and maintained) actually are
collectible from one or more of the aforesaid insurance companies; provided,
however, that Tenant shall be relieved of its obligation of indemnity herein pro
tanto of the amount actually recovered by Landlord from one or more of said
insurance companies by reason of injury or damage to or loss sustained on the
Sublet Space.
11. Casualty.
(a) If the Sublet Space or any part thereof shall be damaged or
rendered untenantable or if Tenant's means of ingress and egress to and from the
Sublet Space is totally or substantially eliminated (in which case the Sublet
Space shall be deemed to be completely untenantable) by fire or other casualty
and this sublease is not terminated by Landlord or Prime Lessor pursuant to
Section (b) hereof or by reason of a termination of the Lease then: (i) Fixed
Rent and Escalation Rent hereunder shall be abated for such periods, if any, in
respect of which Landlord receives corresponding abatements under the Lease with
respect to the Sublet Space demised by this sublease and (ii) Landlord shall
proceed, promptly and with reasonable diligence, to repair such damage to the
Sublet Space as it is obligated to repair pursuant to Article 21 of the Lease.
For the purposes of this sublease, Landlord's obligation to repair shall include
all repairs to the Sublet Space except in respect of the repair or replacement
of the personal property of Tenant or of improvements to the Sublet Space made
by the Tenant. Tenant's occupancy or reoccupancy of any untenantable portion of
the Sublet Space for the conduct of its business which theretofore was
untenantable by reason of such fire or other casualty shall constitute a
conclusive presumption that such portion of the Sublet Space is no longer
untenantable, and any abatement of Fixed Rent or Escalation Rent applicable to
such portion of the Sublet Space shall cease as of the date of such occupancy or
re-occupancy.
(b) If the Sublet Space or the Building are partially or totally
damaged or destroyed by fire or other casualty, Tenant shall have no right to
terminate this sublease and this sublease shall not be terminated by reason of
such casualty unless the Lease is terminated by Landlord or Prime Lessor
pursuant to the provisions of the Lease. If the Lease is terminated pursuant to
Article 21 thereof, this sublease shall terminate on the same date. Landlord
shall give Tenant prompt notice of any such termination. Notwithstanding
anything to the contrary contained herein, if the Sublet Space (or the means of
ingress thereto and egress therefrom) shall be completely or partially destroyed
by fire or other casualty so as to render the Sublet Space unusable by Tenant
for a period of more than one hundred eighty (180) days (or for a period of
forty-five (45) days if such fire or other casualty occurs in the last year of
the Term of this Lease), then Tenant shall have the right to cancel this Lease
by written notice to Landlord, which notice shall be delivered to the Landlord
prior to the expiration of the aforementioned one hundred eighty (180) or
forty-five (45) day periods, respectively.
(c) Landlord shall exert all commercially reasonable efforts to
restore the Sublet Space following a casualty in a manner which will not
unreasonably disturb Tenant or interfere with the conduct of Tenant's business
in the Sublet Space. Subject to the preceding
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sentence, Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from any such
damage by fire or other casualty or the repair thereof. Landlord shall not be
obligated to repair any damage to, or replace, Tenant's Property.
(d) Landlord and Tenant each agree to use diligent efforts to
cooperate with each other and with their respective insurers (and with Prime
Lessor and its insurers) in order to facilitate the collection of all insurance
proceeds (including, without limitation, rent insurance proceeds) applicable to
damage and destruction of the Building or the Sublet Space (as defined herein or
in the Lease) by fire or other casualty.
12. Condemnation.
(a) If the Lease is terminated as a result of any temporary or
permanent taking of all or any portion of the Building, the Premises or the
Sublet Space by condemnation, this sublease shall likewise terminate and Fixed
Rent and Escalation Rent hereunder shall be apportioned as of the date of such
termination.
(b) In the event of any condemnation of all or any part of the
Building, the Premises or the Sublet Space, Prime Lessor and/or Landlord shall
be entitled to receive the entire compensation or award for any such
condemnation. Tenant shall have no claim against Prime Lessor, Landlord or the
condemning authority for the value of any unexpired portion of the Term or for
Tenant's subleasehold interest and Tenant hereby expressly assigns to Prime
Lessor and/or Landlord all of its right, title and interest in and to any such
compensation or award, and also agrees to execute any and all further documents
that may be required in order to facilitate the collection thereof. Nothing
contained in this subsection (b) shall be deemed to prevent Tenant from making a
separate claim in any condemnation proceeding for (i) any moving expenses
incurred by Tenant and (ii) the value of any Tenant's property.
(c) If the temporary use or occupancy of all or any part of the
Sublet Space shall be condemned for any public or quasi-public use or purpose
during the term, this sublease and the Term shall be and remain unaffected by
such condemnation and Tenant shall continue to be responsible for all of its
obligations hereunder (except to the extent prevented from so doing by reason of
such condemnation) and shall continue to pay all Fixed Rent and Escalation Rent
in full. In the event of any such condemnation, Landlord, subject to the terms
of the Lease, shall be entitled to appear, claim, prove and receive the entire
award, which shall be appropriately apportioned between Tenant and Landlord.
(d) The term "condemnation" as used herein shall include a taking
for public use or purpose and any agreement in lieu of or in anticipation of the
exercise of the power of eminent domain entered into by Prime Lessor, a ground
lessor or a mortgagee and any governmental authority authorized to exercise the
power of eminent domain.
13. Assignment and Subleasing.
(a) Except as and to the extent provided in this Section 13, Tenant
shall not, whether voluntarily, involuntarily, or by operation of law or
otherwise (i) assign or otherwise transfer this sublease or the term and estate
hereby granted, (ii) sublet the Sublet Space or any part thereof, or allow the
same to be used, occupied or utilized by anyone other than Tenant and a related
company (as such term is defined in the Lease), or (iii) mortgage, pledge,
encumber or otherwise hypothecate this sublease or the Sublet Space or any part
thereof in any manner whatsoever.
(b) Provided that Tenant is not in default beyond any applicable
grace or cure period under any of the terms, covenants and conditions of this
sublease, Tenant shall have the right to further sublet any portion of the
Sublet Space or to assign its interest in this sublease, subject to all of the
following terms and conditions:
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i. Tenant shall have complied with the applicable provisions of
the Lease incorporated herein by reference and shall obtain,
prior to the effective date of the proposed sublease or
assignment, the consent of Prime Lessor to such sublease or
assignment, if required under the terms of the Lease and
Landlord shall not have elected to recapture such portion of
the Sublet Space;
ii. Tenant shall obtain the prior written consent of Landlord to
the proposed sublease or assignment, which consent shall not be
unreasonably withheld or delayed by Landlord, provided the
following conditions are satisfied:
(1) Tenant shall have complied with, and be bound by, all
sections of Article 8 of the Lease which are incorporated
herein by reference pursuant to Section 7 of this sublease
(it being understood, in each case, that any reference to a
"subtenant" or "assignee" in those incorporated sections of
Article 8 of the Lease shall be deemed to refer to Tenant's
proposed subtenant or assignee); and
(2) the proposed tenant shall not be an "Excluded Person" (as
such term is defined below); and
(3) there shall not be in the aggregate more than two (2)
tenants or occupants (including Tenant) of the Sublet
Space.
iii. For the purposes of subparagraph (b) above, the term "Excluded
Person" shall mean: (i) a person whose then principal business
is the sale or issuance of insurance or reinsurance policies,
treaties or agreements; or (ii) any federal, state or local
government entity, agency or instrumentality, school or
employment agency or other person prohibited by the Lease; and
iv. Any attempted assignment or subletting made contrary to the
provisions of this Section 13 and shall be null and void. No
consent by Landlord or Prime Lessor to any assignment or
subletting shall in any manner be considered to relieve Tenant
from obtaining Landlord's and Prime Lessor's express written
consent to any further assignment or subletting, if required
under this sublease or under the Lease, respectively.
Notwithstanding anything to the contrary contained in this Article with respect
to assignment and subletting, Landlord's consent shall not be required with
respect to an assignment and/or subletting to a corporation or other entity
which succeeds to all, or substantially all, of the assets and liabilities of
the Tenant; provided that the net worth of such successor corporation or other
entity, computed in accordance with generally accepted accounting principles and
certified by a firm of certified public accountants to Landlord at the time such
corporation or other entity succeeds to Tenant's interest in this Lease, shall
be at least equal to the net worth of Tenant as of the date of this Lease.
Notwithstanding the foregoing, the consent of Prime Lessor shall be required
with respect to any such sublease or assignment.
14. Landlord's Representations.
(a) To induce Tenant to enter into this sublease Landlord hereby
represents, warrants and covenants to Tenant that:
i. The Lease is in effect and has not been terminated;
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ii. The Lease Expiration Date is October 31, 2009;
iii. Landlord is a duly formed and validly existing corporation.
This sublease has been duly authorized, executed and delivered
by Landlord and constitutes the legal, valid and binding
obligation of Landlord; and
iv. The Lease annexed hereto as Exhibit "B" and made a part hereof
is a true and complete copy of the Lease, except as to certain
intentionally omitted provisions, which provisions are
expressly made inapplicable to Tenant and the Sublet Space.
(b) To induce Landlord to enter into this sublease Tenant hereby
represents, warrants and covenants to Landlord that:
i. Tenant is a duly formed and validly existing corporation
with full power and authority to enter into this sublease
and to perform its obligations hereunder in accordance with
its terms; and
ii this sublease has been duly authorized by all necessary
corporate action, executed and delivered by Tenant and
constitutes the legal, valid and binding obligation of Tenant.
15. Occupancy Tax.
If any commercial rent or occupancy tax shall be levied with regard
to the Sublet Space, tenant shall pay the same either to the taxing authority,
or, if appropriate, to Landlord, as additional rent, not less than twenty (20)
days before the due date of each and every such tax payment. In the event that.
any such tax payment shall be made by Tenant to Landlord, Landlord shall remit
the amount of such payment to the taxing authority on Tenant's behalf.
16. Hold Over.
The parties recognize and agree that the damage to Landlord
resulting from any failure by Tenant to timely surrender possession of the
Sublet Space as aforesaid will be substantial and will exceed the amount of the
monthly installments of the Fixed Rent payable hereunder and will be impossible
to accurately measure. Tenant therefore agrees that if possession of the Sublet
Space is not surrendered to Landlord on the Expiration Date or sooner
termination of the Term, in addition to any other right or remedy Landlord may
have hereunder or at law or in equity, Tenant shall pay to Landlord for each
month and for each portion of any month during which Tenant holds over in the
Sublet Space after the Expiration Date or sooner termination of this sublease, a
sum equal to two times (2x) the aggregate of the portion of the Fixed Rent and
regularly scheduled items of additional rent which were payable hereunder with
respect to the last month of the Term. Nothing herein contained shall be deemed
to permit Tenant to retain possession of the Sublet Space after the Expiration
Date or sooner termination of this sublease and no acceptance by Landlord of
payments from Tenant after the Expiration Date or sooner termination of the Term
shall be deemed to be other than on account of the amount to be paid by Tenant
in accordance with the provisions of this Section, which provisions shall
survive the Expiration Date or sooner termination of this sublease.
Notwithstanding the foregoing, Tenant may hold over subsequent to the Expiration
Date provided that: (x) Prime Lessor shall previously consent in writing to such
holding over by Tenant; and (y) Tenant shall indemnify and hold harmless
Landlord against all claims, damages and losses (including attorneys' fees,
changes and disbursements through all appeals) paid or incurred by Landlord as a
result of Tenant's holding over. This provision shall survive the Expiration
Date or the sooner termination of the Lease.
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17. Broker.
Landlord and Tenant warrant and represent to each other that they
have dealt with no broker in connection with this transaction other than The
Corporate Real Estate Alliance and Dileo Realty Associates, (collectively,
"Broker") and each hereby agrees to indemnify and hold the other harmless from
all costs, expenses (including reasonable attorneys' fees and disbursements) and
liability arising from any breach of the foregoing representation. Landlord and
Tenant shall indemnify and hold each other harmless from all costs, expenses
(including reasonable attorneys' fees and disbursements) and liability arising
from any claim for any commissions or compensation by any broker employed by
Tenant in connection with a further underletting of all or any portion of the
Sublet Space. Landlord shall compensate Broker pursuant to a separate
Compensation Agreement.
18. Prime Lessor's Consent.
This sublease shall have no effect until Prime Lessor shall have
given its written consent hereto in accordance with the terms of the Lease. If
Prime Lessor does not give its consent to this sublease, for any reason
whatsoever within thirty (30) days after the date hereof, then either party may
elect to cancel this sublease by giving notice to the other party after the
expiration of said thirty (30) day period, but prior to the giving of said
consent by Prime Lessor to this sublease, Landlord and Tenant each agree to use
all reasonable efforts to obtain such consent. Tenant and Landlord each agree
that such party shall promptly execute and deliver Prime Lessor's consent to
this sublease.
19. Security Deposit.
Tenant shall deposit with Landlord the sum of $45,629.16 ("Security
Deposit"), upon Tenant's execution and submission of this Lease. The Security
Deposit shall serve as security for the prompt, full and faithful performance by
Tenant of the terms and provisions of this Lease. If Tenant commits a Default,
or owes any amounts to Landlord upon the expiration of this Lease, Landlord may
use or apply the whole or any part of the Security Deposit for the payment of
Tenant's obligations hereunder. The use or application of the Security Deposit
or any portion thereof shall not prevent Landlord from exercising any other
right or remedy provided hereunder or under any Law and shall not be construed
as liquidated damages. In the event the Security Deposit is reduced by such use
or application, Tenant shall deposit with Landlord within ten (10) days after
notice, an amount sufficient to restore the full amount of the Security Deposit.
Landlord shall not be required to keep the Security Deposit separate from
Landlord's general fund. The Security Deposit shall be deposited in an
interest-bearing account. Landlord shall pay to Tenant all interest accrued on
the Security Deposit, less an annual fee equal to one percent (1%) of the
Security Deposit, within sixty (60) days of the end of any calendar year upon
Landlord's receipt of a written request from Tenant. Any remaining portion of
the Security Deposit shall be returned to Tenant (or, at Landlord's option, to
the last assignee of Tenant's interest in this Lease) within sixty (60) days
after Tenant (or such assignee) has vacated the Premises in accordance with the
Lease. If the Premises shall be expanded at any time, or if the Term shall be
extended at an increased rate of Rent, the Security Deposit shall thereupon be
proportionately increased.
20. Miscellaneous,
(a) All prior understandings and agreements between the parties in
respect of this sublease as merged within this sublease, which alone fully and
completely sets forth the understanding of the parties; and this sublease may
not changed or terminated orally or in any manner other than by an agreement in
writing and signed by the party against whom enforcement of the change or
termination as sought.
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(b) Any notice or demand which either party may or must give to the
other hereunder shall be in writing and delivered personally or sent by
registered or certified mail, return receipt requested, addressed as follows:
If to the Tenant:
I-many, Inc.
537 Congress Street
Suite 500, Portland
Maine 04101
with a copy to:
Lucash, Gesner & Updegrove LLP
40 Broad Street
Boston, MA 02109
Attn: William Contente, Esq.
If to the Landlord:
PXRE Corporation
399 Thornall Street
Edison, NJ 08837
Attn: President
Tel:
Fax:
with a copy to:
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
Attn: Mario J. Suarez
Tel: (212) 309-6920
Fax: (212) 309-6273
Either party, may, by notice in writing, direct that future notices or demands
be sent to a different address.
i. Whenever in the Lease a time is specified for the giving of any
notice or the making of any demand by the Tenant thereunder,
such time is hereby changed (for the purpose of this sublease
only) by adding two (2) business days thereto, and whenever in
the Lease a time is specified for the giving of any notice or
the making of any demand by the Landlord thereunder, such time
is hereby changed (for the purpose of this sublease only) by
subtracting two (2) business days therefrom. Whenever in the
Lease a time is specified within which the Tenant thereunder
must give notice or make a demand following an event, or within
which the Tenant must respond to any notice, request or demand
previously given or made by the Landlord thereunder, or to
comply with any obligation on the Tenant's part thereunder,
such time is hereby changed (for the purpose of this sublease
only) by subtracting two (2) business days therefrom. Wherever
in the Lease a time is specified within which the Landlord
thereunder must give notice or make a demand following an
event, or within which the Landlord must respond to any notice,
request or demand previously given or made by the
13
Tenant thereunder, such time is hereby changed (for the purpose
of this sublease only) by adding two (2) business days thereto.
It is the purpose and intent of the foregoing provisions to
provide the Landlord under this sublease with time within which
to transmit to the Prime Lessor any notices or demands received
from the Tenant under this sublease, and to transmit to the
Tenant any notices or demands received from the Prime Lessor.
Notwithstanding the foregoing, any notices required to be
delivered by either the Landlord or the Tenant under the terms
of this sublease which are not notices to or from the Prime
Lessor under the Lease shall be given in the manner, and the
times, provided in this sublease (or in the Lease) without
reference to the addition or subtraction of days as provided in
this subsection.
(c) Landlord hereby grants to Tenant the right to utilize Tenant's
Share of the listings on the Building directory to which Landlord is entitled
under the Lease.
(d) The covenants and agreements herein contained shall bind and
inure to the benefit of Landlord and Tenant, and their respective permitted
successors and assigns. The term "Landlord" as used in this sublease means only
the tenant under the Lease, at the time in question, so that if Landlord's
interest in the Lease is assigned, Landlord shall be thereupon released and
discharged from all covenants, conditions and agreements of Landlord hereunder
accruing with respect to the Lease from and after the date of such assignment,
but such covenants, conditions and agreements shall be binding on the assignee
until thereafter assigned.
(e) The paragraph headings appearing herein are for purposes of
convenience only and are not deemed to be part of this sublease.
(f) In the event that any provisions of this sublease shall be held
to be invalid or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions of this sublease shall be unaffected
thereby.
(g) This sublease shall be governed by, and construed in accordance
with, the laws of the State of New Jersey.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their respective
signatures as of the day and date first above written.
ATTEST: LANDLORD:
PXRE CORPORATION
By: Anne Massiah By: Gerald Radke
_________________________ __________________________
Name: Name:
Title: Admin. Asst. Title:
ATTEST: TENANT:
By: Cheryl O. Tumlin By: Philip M. St. Germain
_________________________ __________________________
Name: Cheryl O. Tumlin Name: Philip M. St. Germain
Title: Counsel Title: CFO
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EXHIBIT A
SUBLET SPACE
[BLUEPRINT OF 12th FLOOR PLAN]
I-many - Inc. PXRE (crosshatched)
(area not crosshatched)
12TH FLOOR PLAN
399 THORNALL STREET
EDISON, NEW JERSEY