EXHIBIT 10.19
SECOND AMENDMENT TO SUBLEASE AGREEMENT
Reference is made to that certain Sublease Agreement, dated as of March 31,
1998 (the "Sublease") by and between the Sublandlord and Subtenant (as such
parties are identified below) for premises at the property commonly known as ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇. This Second Amendment to Sublease
Agreement (this "Second Amendment") is entered into as of June 27, 2000 between
Sublandlord and Subtenant. For valuable consideration, Sublandlord and Subtenant
agree that:
1. DEFINITIONS. In this Second Amendment the following terms have the
meanings given to them.
(a) Sublandlord: MediaOne of Delaware, Inc., a Delaware corporation.
(b) Subtenant: Segue Software, Inc., a Delaware corporation.
(c) Sublease: Sublease Agreement, dated March 31, 1998, between
Sublandlord and Subtenant; as amended by that First Amendment to
Sublease, dated effective July 15, 1998.
(d) Original Premises: The Subleased Premises, as defined in the
Sublease.
(e) Third Expansion Space: 5,800 rentable square feet located in the
lower level or garden level of the Building, as shown on EXHIBIT
A-1 to this Second Amendment.
(f) Building Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
(g) Effective Date: July 1, 2000
(h) Third Expansion Space Rent Commencement Date: October 1, 2000.
Any capitalized term used in this Second Amendment but not defined in this
Second Amendment has the meaning given for such term in the Lease.
2. AMENDMENT TO SECTION 1. As of the Effective Date, the Third Expansion
Space shall become a part of the Subleased Premises. The aggregate rent payable
for the time period between the Effective Date and the Third Expansion Space
Rent Commencement Date (i.e. $33,350) shall be amortized based upon a per annum
interest rate of 10%, beginning on the Third Expansion Space Rent Commencement
Date and ending on the Expiration Date. The Monthly Rent set forth in subsection
(i) below includes such amortization. Therefore, as of the Effective Date, the
subsections of Section 1 set forth below are amended in their entirety to read
as follows:
(d) SUBLEASED PREMISES: The Initial Subleased Premises, First
Expansion Space, the Second Expansion Space, and the Third
Expansion Space, located on the first and second floors and the
lower level (also known as garden level) of the Building, along
with the appurtenant right to use common facilities as set forth
in Section 2.2 of the Master Lease. The Initial Subleased
Premises, the First Expansion Space, and the Second Expansion
Space will be occupied by Subtenant in accordance with the
Occupancy Schedule attached to this Sublease as EXHIBIT B, and
the Third Expansion Space will be occupied by Subtenant July 1,
2000.
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(l) MONTHLY RENT: Payment of Rent shall begin as of the Commencement
Date. The schedule below reflects the Monthly Rent payable
(subject to waiver pursuant to Sections 3(e) and 3(l) of this
Lease).
TIME PERIOD MONTHLY RENT
8/1/98 - 12/31/98 $104,625.00
1/1/99 - 6/30/99 $135,625.00
7/1/99 - 9/30/00 $174,375.00
10/1/00 - 6/30/03 $186,037.83
7/1/03 - 6/30/05 $191,667.83
7/1/05 - 10/31/07 $192,146.17
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(k) RENTABLE AREA OF THE SUBLEASED PREMISES:
8/1/98 - 12/31/98 40,500 square feet
1/1/99 - 6/30/99 52,500 square feet
7/1/99 - 6/30/00 67,500 square feet
7/1/00 - 10/31/07 73,300 square feet
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(m) OPERATING EXPENSES BASE:
(1) Original Premises, First Expansion Space and Second
Expansion Space: The actual Operating Expense for the 12
month period commencing on the Commencement Date, adjusted
pursuant to Section 5(c) below to reflect occupancy of 100%
of the Rentable Area of the Building.
(2) Third Expansion Space: The actual Operating Expenses for the
12 month period commencing on January 1, 2000, adjusted
pursuant to Section 5(c) below to reflect occupancy of 100%
of the Rentable Area of the Building.
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(n) SUBTENANT'S SHARE:
8/1/98 - 12/31/98 39.512%
1/1/99 - 6/30/99 51.220%
7/1/99 - 6/30/00 65.853%
7/1/00 - 10/31/07 71.512%
(determined by dividing the Rentable Area of the Subleased
Premises by the Rentable Area of the Building and rounding to the
nearest one thousandth of one percent)
****
(o) PARKING SPACES:
8/1/98 - 12/31/98 142
1/1/99 - 6/30/99 184
7/1/99 - 6/30/00 236
7/1/00 - 10/31/07 257
All parking spaces are unassigned, non-reserved, and
non-designated parking spaces in those surface parking lots made
available to Sublandlord pursuant to the Master Lease.
Subtenant's use of the Parking Spaces shall be in common with use
by other tenants and Subtenants of the Building and
other buildings in the business park, and shall be subject to the
parking rules and regulations referenced in Section 2.2.1 of the
Master Lease.
4. AMENDMENT TO EXHIBIT A. As of the Effective Date, EXHIBIT A-1 to this
Second Amendment shall be added to and become a part of EXHIBIT A to the
Sublease.
5. TENANT FINISH ALLOWANCE FOR THIRD EXPANSION SPACE. As of the Effective
Date, Sublandlord shall provide Subtenant with an improvement allowance in an
amount equal to $25.00 per rentable square foot of the Third Expansion Space
($25 x 5,800 square feet = $145,000 total) (the "3E Allowance"). This amount
shall be paid by Sublandlord to Subtenant within 30 days after completion of the
improvements to the Third Expansion Space and Subtenant delivers to Sublandlord
invoices for design and construction work relating to the Third Expansion Space.
All improvements shall be constructed in accordance and consistent with the
requirements in the Master Lease for alterations and additions by the
Sublandlord (see Section 3.3 of the Master Lease). Subject to the approval of
the Master Landlord, it is anticipated that the tenant improvements to the Third
Expansion Space will be carried out by Subtenant's contractor. Any unused
portion of the 3E Allowance shall not be deemed a credit due Subtenant, or
otherwise applied to Rent under the Sublease.
6. CONFIRMATION OF SUBLEASE. Sublandlord and Subtenant confirm and ratify
in all respects the terms and conditions of the Sublease, as amended by this
Second Amendment.
7. BROKERS. With respect to this Second Amendment, Sublandlord's Broker is
▇▇▇▇▇ & ▇▇▇▇▇ and Subtenant's Broker is ▇▇▇▇▇▇ and ▇▇▇▇. Sublandlord and
Subtenant acknowledge that they have dealt with no other brokerage firms other
than those listed above. Sublandlord shall be responsible for paying all
brokerage commissions, pursuant to the terms of a separate agreement.
Sublandlord and Subtenant have executed this Second Amendment on the date
first set forth above.
SUBLANDLORD: SUBTENANT:
MEDIA ONE OF DELAWARE, INC., SEGUE SOFTWARE, INC., a Delaware
a Delaware corporation corporation
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name ▇▇▇▇ ▇▇▇▇▇▇▇
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Title Director of Real Estate Title V.P. H.R. Admin.
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Approved as to legal form by counsel to Sublandlord:
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Date 6/30/00
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STATE OF )
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)ss.
COUNTY OF )
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The foregoing was acknowledged before me this________day of_______________,
200___, by
_________________________________as____________________________________________
______of_____________________.
WITNESS my hand and official seal.
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Notary Public
My commission expires
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