LEASE AGREEMENT

 

                                                                   EXHIBIT 10.1

                              SECOND AMENDMENT TO
                                LEASE AGREEMENT

         THIS SECOND AMENDMENT TO LEASE AGREEMENT (this "AMENDMENT") is by and
between TRST IRVING, INC., a Texas corporation ("LANDLORD"), and i2
TECHNOLOGIES, INC., a Delaware corporation ("TENANT").

                                    RECITALS

         A.      Landlord and Tenant have previously entered into a certain
Lease Agreement dated July 14, 1995 (the "ORIGINAL LEASE"), with respect to
Suite No. 1600 in the office building located at 909 Las Colinas Boulevard,
Irving, Texas.  (Except as otherwise provided herein, all terms with initial
capital letters have the same meaning ascribed to them in the Original Lease.)

         B.      The Original Lease has been amended by a certain First
Amendment to Lease Agreement dated ____________, 1996, whereby Landlord and
Tenant confirmed an increase in the Basic Rental.  (The Original Lease, as
amended by such first amendment, is hereinafter referred to as the "LEASE.")

         C.      Tenant has exercised its right of first refusal, and
accordingly, will lease an additional 10,926 square feet of rentable space in
the Building.  Landlord and Tenant desire to amend the Lease to include such
additional space.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:

         1.      The Basic Lease Information, which sets forth various
definitions, is hereby amended as follows:

         a.      The definition of Premises is amended to read as follows:

                 "Premises:                (i) Suite No. 1600 (the "Initial
                                           Lease Area"), containing 36,534
                                           rentable square feet, and (ii) Suite
                                           No. 1400 (the "Additional Lease
                                           Area"), containing 10,926 rentable
                                           square feet, in the office building
                                           known as Computer Associates Tower,
                                           909 E. Las Colinas Blvd. (the
                                           "Building") located in the City of
                                           Irving, Dallas County, Texas,
                                           described on Exhibit 'I'.  The
                                           Premises are outlined on the plan
                                           attached to the Lease as Exhibit
                                           'A'."

         b.      The definition of Term is amended to read as follows:

                 "Term:                    Commencing on the Commencement Date
                                           and ending on October 31, 2000,
                                           subject to adjustment or earlier
                                           termination as provided in the
                                           Lease.  As used herein, the term
                                           'Commencement Date' shall mean
                                           October 15, 1995 with respect to the
                                           Initial Lease Area, and the earlier
                                           of (i) the date upon which Tenant
                                           commences business in the Additional
                                           Lease Area, or (ii) August 1, 1996
                                           with respect to the Additional Lease
                                           Area."

         c.      The definition of Basic Rental is amended to read as follows:

                 Basic Rental:             Payable monthly based on the
                                           following annual amounts:  Subject
                                           to increase in accordance with
                                           Exhibit 'C,' (i) the annual Basic
                                           Rental for the Initial Lease Area
                                           will be $15.94 per rentable square
                                           foot per year during the first
                                           twelve (12) month period (months
                                           1-12), $15.94 per rentable square
                                           foot per year during the second
                                           twelve (12) month period (months
                                           13-24), $16.44 per rentable square
                                           foot per year during the third
                                           twelve (12) month period (months
                                           25-36), $16.94 per rentable square
                                           foot per year during the fourth
                                           twelve (12) month period (months
                                           37-48), and $17.44 per rentable
                                           square foot per year during the last
                                           twelve (12) month period (months
                                           49-60); and (ii) the annual Basic
                                           Rental for the Additional Lease Area
                                           will be $20.00 per rentable square
                                           foot per year throughout the entire
                                           Term of the Additional Lease Area."

         2.      Exhibit "A" attached to this Amendment is hereby substituted
for the Exhibit "A" attached to the Lease.

         3.      Tenant accepts the Additional Lease Area in its "as is"
condition.  The Additional Lease Area shall be completed in accordance with
Exhibit "B" attached hereto and incorporated herein for all purposes.

         4.      In addition to the parking spaces Tenant is entitled to use
pursuant to, and in accordance with, Exhibit "E" attached to the Lease, Tenant
will also be permitted to use thirty-one (31) undesignated vehicular parking
spaces in the Parking Garage during the initial Term of the Additional Lease
Area (i.e., Tenant's rights to such additional parking spaces will not commence
until August 1, 1996).  Tenant may use such additional parking spaces at no
charge during the first 27 months of such Term, but Tenant will pay $40.00 per
space per month during the last 24 months of the Term of the Lease.  Tenant's
use of such parking spaces will be subject to such terms,

conditions and regulations as are from time to time charged or applicable to
patrons of the Parking Garage.  If, for any reason, Landlord fails or is unable
to provide, or Tenant is not permitted to use, all or any portion of the
parking spaces to which it is entitled under this paragraph, then Tenant's
obligation to pay for such spaces shall be abated for so long as Tenant does
not have the use thereof; this abatement shall be in full settlement of all
claims that Tenant might otherwise have against Landlord because of Landlord's
failure or inability to provide Tenant with such parking spaces.  If Tenant
sublets any portion of the Premises or assigns any of its interest in the
Lease, then the total parking spaces allocated to Tenant under the Lease, as
amended hereby, shall be reduced to the extent the ratio between the rentable
square feet of the Premises and the parking spaces granted to Tenant under the
Lease as amended hereby exceeds the Building standard ratio of parking space
per rentable square foot as established by Landlord from time to time.

         5.      Landlord and Tenant hereby confirm that Tenant has the right
to renew the Lease as it relates to the Additional Lease Area upon the terms
and conditions set forth in the Renewal Option described in Exhibit "F"
attached to the Lease.

         6.      Landlord will pay The Amend Group a commission for the leasing
of the Additional Lease Area pursuant to a separate agreement between Landlord
and The Amend Group.

         7.      Except as amended hereby the Lease remains in full force and
effect.  As of the effective date of this Amendment, Landlord and Tenant each
acknowledges to the other that neither party is in default under the Lease, as
amended hereby.  This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

         8.      Tenant will have access to the Additional Lease Area to
complete the leasehold improvements on June 1, 1996.  In the event Tenant is
not given access as of June 1st, the Commencement Date for the Additional Lease
Area will be extended to be sixty (60) days from the date Tenant has access to
such area.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment
to be effective as of the latest date accompanying a signature below.

                                         LANDLORD

                                         TRST IRVING, INC., a Texas corporation

Date:                 , 1996             By:
      ----------------                      ------------------------------------
                                         Printed Name:
                                                      --------------------------
                                         Title:
                                               ---------------------------------

                                         TENANT

                                         i2 TECHNOLOGIES, INC., a Delaware 
                                         corporation

Date:                 , 1996             By:
      ----------------                      ------------------------------------
                                         Printed Name:
                                                      --------------------------
                                         Title:
                                               ---------------------------------

                                   EXHIBIT A

                      (Graphical depiction of floor plan)

                                   EXHIBIT B

                         TENANT FINISH-WORK: ALLOWANCE

1.       Tenant accepts the Additional Lease Area in its "as is" condition on
         the date that this Amendment is entered into and shall have the
         benefit of all existing improvements in the Additional Lease Area
         only.

2.       Tenant shall provide to Landlord for its approval space plans of the
         Additional Lease Area prior to commencing working drawings.  Following
         Landlord's written approval of such space plans, such approval not to
         be unreasonably withheld or delayed (such determination to be
         communicated within five (5) working days following submission by
         Tenant), Tenant shall provide to Landlord for its approval final
         working drawings, prepared by The Amend Group, of all improvements
         that Tenant proposes to install in the Additional Lease Area; such
         working drawings shall include the partition layout, ceiling plan,
         electrical outlets and switches, telephone outlets, drawings for any
         modifications to the mechanical and plumbing systems of the Building,
         and detailed plans and specifications for the construction of the
         improvements called for under this Exhibit in accordance with all
         applicable governmental laws, codes, rules, and regulations.  Landlord
         agrees to communicate its determination regarding the acceptability of
         such working drawing within ten (10) days following their submission
         by Tenant.  Further, if any of Tenant's proposed construction work
         will affect the Building's HVAC, electrical, mechanical, or plumbing
         systems, then the working drawings pertaining thereto shall be
         prepared by the Building's engineer of record, whom Tenant shall at
         its cost engage for such purpose.  Landlord's approval of such working
         drawings shall not be unreasonably withheld, provided that (a) they
         comply with all applicable governmental laws, codes, rules, and
         regulations, (b) such working drawings are sufficiently detailed to
         allow construction of the improvements in a good and workmanlike
         manner, and (c) the improvements depicted thereon conform to the rules
         and regulations promulgated from time to time by Landlord for the
         construction of tenant improvements (a copy of which has been
         delivered to Tenant).  As used herein, "Working Drawings" shall mean
         the final working drawings approved by Landlord, as amended from time
         to time by any approved changes thereto, and "Work" shall mean all
         improvements to be constructed in accordance with and as indicated on
         the Working Drawings.  Approval by Landlord of the Working Drawings
         shall not be a representation or warranty of Landlord that such
         drawings are adequate for any use, purpose, or condition, or that such
         drawings comply with any applicable law or code, but shall merely be
         the consent of Landlord to the performance of the Work.  All changes
         in the Work must receive the prior written approval of Landlord, and
         in the event of any such approved change Tenant shall, upon completion
         of the Work, furnish Landlord with an accurate, reproducible
         "as-built" plan (e.g., sepia) of the improvements as constructed,
         which plan shall be incorporated into the Lease by this reference for
         all purposes, as well as copies of all operating manuals,
         specifications and warranties on equipment installed and connected to
         the Building's systems.

3.       The Work shall be performed only by contractors and subcontractors
         approved in writing by Landlord, which approval shall not be
         unreasonably withheld.  All contractors and

         subcontractors shall be required to procure and maintain (a) insurance
         against such risks, in such amounts, and with such companies as
         Landlord may reasonably require and (b) payment and performance bonds
         covering the cost of the Work and otherwise reasonably satisfactory to
         Landlord.  Certificates of such insurance, with paid receipts
         therefor, and copies of such bonds must be received by Landlord before
         the Work is commenced.  The Work shall be performed in a good and
         workmanlike manner that is free of defects and is in strict
         conformance with the Working Drawings, and shall be performed in such
         a manner and at such times as to maintain harmonious labor relations
         and not to interfere with or delay Landlord's other contractors, the
         operation of the Building, and the occupancy thereof by other tenants.
         All contractors and subcontractors shall contact Landlord and schedule
         time periods during which they may use Building facilities in
         connection with the Work (e.g., elevators, excess electricity, etc.).

4.       Tenant shall bear the entire cost of performing the Work (including,
         without limitation, design of the Work and preparation of the Working
         Drawings, costs of construction labor and materials, electrical usage
         during construction, additional janitorial services, general tenant
         signage, related taxes and insurance costs, all of which costs are
         herein collectively called the "Total Construction Costs") in excess
         of the Construction Allowance (hereinafter defined).

5.       Landlord shall provide to Tenant a construction allowance (the
         "Construction Allowance") equal to the lesser of (a) $22.08 per
         rentable square foot in the Additional Lease Area, or (b) the Total
         Construction Costs, as adjusted for any Landlord approved changes to
         the Work.  Tenant shall not become entitled to the Construction
         Allowance until the Work has been substantially completed and Tenant
         has caused to be delivered to Landlord (i) all invoices from
         contractors, subcontractors, and suppliers evidencing the cost of
         performing the Work, together with lien waivers from such parties, and
         a consent of the surety to the finished Work (if applicable), and (ii)
         a certificate of occupancy from the appropriate governmental
         authority, if applicable to the Work, or evidence of governmental
         inspection and approval of the Work.  Landlord agrees that a portion
         of the Construction Allowance may be allocated as follows:

         a.      Up to $2.00 per rentable square foot of the Additional Lease
                 Area may be paid to The Amend Group for architectural and
                 engineering design;

         b.      Up to $1.50 per rentable square foot of the Additional Lease
                 Area may be paid to The Amend Group for construction
                 management fees.

6.       Tenant or its agent shall supervise the Work, make disbursements
         required to be made to the contractor.  Landlord or its agent
         (Landlord's Construction Manager) shall supervise the Work, and act as
         a liaison between the contractor and Tenant and coordinate the
         relationship between the Work, the Building, and the Building's
         systems.  In consideration for such construction supervision
         services, Tenant shall pay to Landlord or its Agent a construction
         supervision fee equal to five percent (5%) of the Total Construction
         Costs.

7.       To the extent not inconsistent with this Exhibit, Sections 8a. and 8c
         of the Lease shall

         govern the performance of the Work and the Landlord's and Tenant's
         respective rights and obligations regarding the improvements installed
         pursuant thereto.

8.       a.      Tenant will install Building standard ceiling and lighting in
                 all areas of the Additional Lease Area where the existing
                 ceiling is exposed.

         b.      Any existing condition above the ceiling, at the exterior
                 walls, or around the interior core (stairs, restrooms,
                 mechanical rooms, electrical rooms, elevator lobbies, and
                 elevator) which requires work to bring into compliance with
                 existing codes will be at the expense of Landlord, provided
                 any changes thereto resulting from Tenant's desired
                 improvements that require or necessitate work to bring into
                 compliance shall be at Tenant's expense.

         c.      Tenant shall be responsible to cause restrooms in the
                 Additional Lease Area to comply with applicable ADA standards
                 for handicapped persons.  Landlord shall be responsible for
                 complying with tall applicable ADA standards for the Common
                 Areas.

         d.      Normal wear would include holes in walls to hang pictures or
                 shelving, marks and scratches on the walls, and any electrical
                 or mechanical equipment that can wear out with use.

         e.      Tenant shall prepare the bid package in accordance with AIA
                 procedures.

         f.      A minimum of five contractors (acceptable to Landlord, and two
                 of which shall be recommended by Landlord) shall bid the work.

         g.      Tenant will contract with the lowest qualified bidder among the
                 contractors.

         h.      Tenant shall not become entitled to the Construction Allowance
                 or a portion thereof until the following occurs:  Each
                 installment of work has been substantially completed in a
                 workmanlike manner acceptable to the Landlord's Construction
                 Manager.  The Construction Allowance will be paid in not more
                 than three installments and not more often than monthly within
                 thirty (30) days after Landlord's Construction Manager's
                 receipt of invoice from Tenant or Tenant's Construction
                 Manger, which shall include (i) all invoices from contractors,
                 subcontractor, and suppliers evidencing the costs of
                 performing the work, together with lien waivers from such
                 parties, and a consent of the surety to the finished work (if
                 applicable) and (ii) with respect to the third and final
                 payment only, a certificate of occupancy from the appropriate
                 governmental authority, if applicable to the Work, or evidence
                 of governmental inspection and approval of the Work.  In no
                 event shall any one installment invoice by Tenant exceed
                 one-third of the total amount of the Construction Allowance
                 (or as the case may be, the total amount of the Construction
                 Allowance and the Allowance Increase) except for the third and
                 final installment invoice, if necessary. 

Basic Info:

Name: LEASE AGREEMENT
Type: Lease
Date: May 28, 1996
Company: I2 TECHNOLOGIES INC
State: Delaware

Other info:

Date:

  • July 14 , 1995
  • October 31 , 2000
  • October 15 , 1995
  • August 1 , 1996
  • last 24 months of the Term
  • June 1 , 1996
  • June 1st

Organization:

  • First Amendment to Lease Agreement
  • The Original Lease
  • Basic Lease Information
  • Computer Associates Tower
  • E. Las Colinas Blvd
  • The definition of Basic Rental
  • Initial Lease Area
  • Additional Lease Area
  • The Amend Group
  • Total Construction Costs
  • Landlord 's Construction Manager
  • Tenant 's Construction Manger

Location:

  • Las Colinas Boulevard
  • City of Irving
  • Dallas County
  • Texas
  • Delaware
  • Landlord

Money:

  • $ 15.94
  • $ 16.44
  • $ 16.94
  • $ 17.44
  • $ 20.00
  • $ 40.00
  • $ 22.08
  • $ 2.00
  • $ 1.50

Percent:

  • five percent 5 %