Pennsylvania-Pittsburgh-One Oliver Plaza Lease [Amendment No. 2] - One Oliver Associates LP and FreeMarkets OnLine Inc.
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE is made as of June, 1999, by and between
ONE OLIVER ASSOCIATES LIMITED PARTNERSHIP, a Michigan limited partnership, whose
address is c/o Kojaian Management Corporation, 1400 North Woodward, Suite 250,
Bloomfield Hills, Michigan 48304-2876 (hereinafter referred to as "Landlord")
and FREEMARKETS ONLINE, INC., a Delaware corporation, whose address is 210 6th
Avenue, Suite 2200, Pittsburgh, Pennsylvania 15222 (hereinafter referred to as
"Tenant").
R E C I T A L S:
WHEREAS, Landlord, as Landlord, and Tenant, as Tenant entered into that
certain Lease dated October 21, 1998, as amended by the First Amendment to Lease
dated March 30, 1999, (hereinafter collectively referred to as "Lease"),
pursuant to which Tenant leases space in One Oliver Plaza, Pittsburgh,
Pennsylvania on the 21st and 22nd floors consisting of approximately 36,219
square feet (hereinafter referred to as the "Original Premises") and 23rd floor
consisting of approximately 17,890 rentable square feet (hereinafter referred to
as "Additional Premises") more particularly described therein; and
WHEREAS, Tenant desires to lease additional premises consisting of
18,287 rentable square feet on the 24th floor (hereinafter referred to as and
designated "Additional Premises II" on Exhibit "A" hereto) and Landlord is
willing to lease the Additional Premises II to Tenant upon the terms and
conditions set forth herein; and,
WHEREAS, Landlord and Tenant have agreed upon the terms and conditions
for the leasing of the Additional Premises II and the Basic Rental thereof and
wish to set forth such agreement as more particularly set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1.
(a) On or before July 1, 1999, Tenant shall cause its architect to
prepare plans and specifications for the renovations to the Additional Premises
II and shall submit the same to Landlord for Landlord's approval, which approval
shall not be unreasonably withheld or delayed. If the plans and specifications
are not delivered to Landlord by June 30, 1999, the Commencement Date shall
nevertheless be October 1, 1999. Landlord shall promptly obtain a building
permit for the Additional Premises II and commence the work within the later of
(i) thirty days after receiving the plans or (ii) ten days after receiving the
building permit.
(b) Landlord shall complete the Additional Premises II in accordance
with Sections 3(b) - 3(e) and Section 5 of Exhibit "D" to the Lease.
(d) Landlord shall perform or cause to be performed, the renovations to
the Additional Premises II in accordance with the approved plans and
specifications and Landlord
<PAGE> 2
shall pay the cost of the improvements up to a cost of two hundred forty-three
thousand eight hundred thirty-one and 54/100 dollars ($243,831.54)(hereinafter
referred to as the "Tenant Allowance"). All demolition costs, permits, permit
fees, labor, materials, general conditions, competitive contractor profits and a
construction management fee of 5.0% paid to Landlord's construction manager
shall be charged against the Tenant Allowance.
(e) If the net cost of completing the improvements in accordance with
the approved plans and specifications shall exceed the Tenant Allowance, Tenant
shall pay one-half the excess amount to Landlord within ten (10) days after
Tenant's receipt of Landlord's written request for the same, which request shall
specify the nature and amount of the cost for which reimbursement is sought.
Tenant shall pay the remaining one-half the excess before taking possession of
the Additional Premises II. In no event shall Landlord be required to commence
or continue such construction if Tenant defaults in its obligation to make the
payments herein required.
(f) Landlord shall complete the renovations and deliver the Additional
Premises II to Tenant on or about October 1, 1999 (hereinafter referred to as
the "Effective Date II"). Effective on the Effective Date II and subject to
Sections 3(g) and 4 of Exhibit "D" of the Lease, the Additional Premises II
shall be deemed part of the Premises for all purposes of the Lease.
2.
Effective upon the date hereof, the Lease shall be amended in part as
follows:
(a) Section 1.01: Premises: (Floors 21-24)
Original Premises: approximately 17,910 rentable square feet,
located on the twenty-first floor, and 18,309 rentable square
feet located on the twenty-second floor
Additional Premises: approximately 17,890 rentable square
feet, located on twenty-third floor
Additional Premises II: approximately 18,287 rentable square
feet, located on the twenty-fourth floor
(b) Tenant's Share of Operating
Expenses: Original Premises: 5.68%
Tenant's Share of Taxes: Additional Premises: 2.81%
Additional Premises II: 2.87%
<PAGE> 3
(c) Section 4.01: Basic Rental:
ORIGINAL PREMISES
<TABLE>
<CAPTION>
TERM MONTHLY BASIC RENTAL
---- --------------------
<S> <C>
March 1, 1999 through
May 31, 1999 $ -0-
June 1, 1999 through
February 28, 2000 $60,365.00
March 1, 2000 through
February 28, 2001 $62,175.95
March 1, 2001 through
February 28, 2002 $64,047.27
March 1, 2002 through
February 28, 2003 $65,978.95
March 1, 2003 through
May 31, 2004 $67,940.81
</TABLE>
ADDITIONAL PREMISES
<TABLE>
<CAPTION>
TERM MONTHLY BASIC RENTAL
---- --------------------
<S> <C>
June 16, 1999 through
February 28, 2000 $29,816.67
March 1, 2000 through
February 28, 2001 $30,711.17
March 1, 2001 through
February 28, 2002 $31,635.48
March 1, 2002 through
February 28, 2003 $32,589.62
March 1, 2003 through
May 31, 2004 $33,558.66
</TABLE>
<PAGE> 4
ADDITIONAL PREMISES II
<TABLE>
<CAPTION>
TERM MONTHLY BASIC RENTAL
---- --------------------
<S> <C>
Effective Date II through
February 28, 2000 $30,478.33
March 1, 2000 through
February 28, 2001 $31,392.68
March 1, 2001 through
February 28, 2002 $32,337.51
March 1, 2002 through
February 28, 2003 $33,312.82
March 1, 2003 through
May 31, 2004 $34,303.36
</TABLE>
3.
Exhibit "A" to the Lease is hereby deleted in its entirety and replaced
by Exhibit "A" attached hereto. All references in the Lease to Exhibit "A" shall
hereinafter mean Exhibit "A" hereto.
4.
Each of Landlord and Tenant acknowledge that the Lease is in full force
and effect and neither Landlord nor Tenant is currently in default thereunder.
5.
The Lease, as herein amended, is hereby ratified and confirmed by the
parties and shall remain in full force and effect.
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals the day and year first set forth above.
WITNESS: ONE OLIVER ASSOCIATES
LIMITED PARTNERSHIP, a Michigan limited
partnership
_____________________________ By: ONE OLIVER-GP, INC.,
a Michigan corporation
Its: General Partner
_____________________________ By: /s/ Mike Kojaian
---------------------------
Mike Kojaian
Its: President
"LANDLORD"
WITNESS: FREEMARKETS ONLINE, INC.,
a Delaware corporation
_____________________________ By: /s/ Glen T. Meakem
---------------------------
_____________________________ Its: President & CEO
---------------------------
"TENANT"
<PAGE> 6
EXHIBIT "A"
[graphic of premises]