Atlantic Avenue Building South
00 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
("the Building")
SIXTH AMENDMENT
January 30, 1997
LANDLORD: Rowes Wharf Associates
TENANT: Xxxxxxxxx & Xxxxx L.L.C., a Delaware limited liability company
EXISTING
PREMISES: An area on the fourth (4th) floor of the Building consisting of
23,833 square feet of Total Rentable Area, substantially as shown
on Lease Plan, Exhibit 2a, dated January 30, 1997, a copy of
which is attached hereto
STORAGE
PREMISES: An area on Lower Level One of the Building, containing
approximately 245 square feet of Total Rentable Area and an area
on the fourth (4th) floor of the Building containing 200 square
feet of Total Rentable Area, substantially as shown on Lease
Plan, Exhibit 2b, Sixth Amendment, Sheets 1 and 2, dated January
30, 1997, copies of which are attached hereto
ORIGINAL LEASE
LEASE EXECUTION
DATA DATE: June 22, 1987
TERMINATION
DATE: March 31, 1998
PREVIOUS
LEASE
AMENDMENTS: First Amendment dated September 4, 1987
Second Amendment dated May 26, 1988
Third Amendment dated March 25, 0000
Xxxxxx Xxxxxxxxx dated September 3, 1993
Fifth Amendment dated as of February 6, 1996
EXTENDED
TERMINATION
DATE: March 31, 2008
WHEREAS, Tenant desires (i) to extend the term of the Lease, (ii) to
acquire an option to further extend the term of the Lease; and (iii) to acquire
a right of first offer in respect-of the RFO Premises (as hereinafter defined);
and
WHEREAS, Landlord is willing (i) to extend the term of the Lease, (ii) to
grant Tenant an option to further extend the term of the Lease, and (iii) to
grant Tenant a right of first offer in respect of the RFO Premises, all subject
to and in accordance with the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and
valuable consideration, the receipt, sufficiency and delivery of which are
hereby acknowledged, the above-described lease, as previously amended ("the
Lease"), is hereby further amended as follows:
1. EXTENSION OF TERM OF LEASE
A. The term of the Lease is hereby extended for an additional period
commencing on April 1, 1998 and terminating on March 31, 2008. Said additional
term shall be upon the terms set-forth on Exhibit 1, Sixth Amendment, Sheets 1,
2 and 3, dated January 30, 1997, a copy of which is attached hereto and
incorporated herein by reference, and upon all of the other terms and conditions
of the Lease, except as hereinafter set forth
2. LANDLORD'S EXISTING PREMISES CONTRIBUTION
A. The parties acknowledge that Tenant intends to perform certain
renovations ("Tenant's Work") to the Existing Premises. All such Tenant's
Work shall be performed in accordance with the terms and provisions of the
Lease, including, without limitation, Articles 12 and 13 thereof.
B. Landlord shall, in the manner hereinafter set forth, provide to
Tenant up to Six Hundred Thousand and 00/100 Dollars ($600,000.00)
("Landlord's Existing Premises Contribution") towards the Qualifying Costs,
as hereinafter defined, incurred by Tenant in connection with the performance
of Tenant's Work.
C. "Qualifying Costs" shall be defined as the costs of: (i)
leasehold improvements installed by Tenant in the Existing Premises, (ii)
design and engineering costs in connection with the Existing Premises, (iii)
installing cabling and telecommunications/computer wiring in the Existing
Premises, and (iv) the fees paid by Tenant to its advisers and consultants
engaged in connection with this Sixth Amendment.
D. Landlord's Existing Premises Contribution shall be paid as
follows. Landlord shall pay-the cost of the work shown on each requisition (as
hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of
submission thereof by Tenant to Landlord. Notwithstanding anything to the
contrary herein contained, Landlord shall not have any obligation to pay any
portion of Landlord's Existing Premises Contribution during such time as Tenant
is in default of its obligations under this Lease; provided, however, that if
Landlord withholds such payment based upon any default by Tenant in its
obligations under the Lease, Landlord shall be required to make such payment if,
and at such time as, Tenant cures all such defaults and is in compliance with
its obligations under the Lease.
E. For the purposes hereof, a "requisition" shall be defined as
follows: (i) if Tenant is not required to obtain a building permit in order
to perform the leasehold improvements ("Minor Improvements") for which Tenant
seeks reimbursement or payment, then a requisition shall mean invoices or
receipts from Tenant's contractors, vendors, or service providers, as the
case may be, showing in reasonable detail the Qualifying Costs; (ii) if
Tenant is required to obtain a
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building permit in order to perform the leasehold improvements ("Permit
Improvements") for which Tenant seeks reimbursement or payment, then a
requisition shall mean such written documentation (including, without
limitation, invoices from Tenant's contractor, written lien waivers and such
other documentation as Landlord's mortgagee may reasonably request) showing in
reasonable detail the Qualifying Costs, accompanied by reasonably appropriate
documentation from Tenant, Tenant's architect, or Tenant's contractor, whichever
is appropriate in the circumstances, that the work performed to date has been
performed in accordance with applicable laws and in accordance with Tenant's
approved plans, and that the amount of the requisition question does not exceed
the amount of the work covered by such requisition. Each requisition, whether it
relates to Minor Improvements or Permit Improvements, shall be accompanied by
evidence reasonably satisfactory to Landlord that all work covered by previous
requisitions has been fully paid by Tenant. Landlord shall have the right, upon
reasonable advance notice to Tenant, to inspect Tenant's books and records
relating to each requisition in order to verify the amount thereof. Tenant shall
submit requisition(s) no more often than monthly.
F. Notwithstanding anything to the contrary herein contained:
(i) Landlord shall have no obligation to advance funds on account of
Landlord's Existing Premises Contribution unless and until Landlord has received
the requisition in question, together with the certifications required by
Subparagraph E hereof.
(ii} Except with respect to work and/or materials previously paid for
by Tenant, as evidenced by paid invoices and written lien waivers provided to
Landlord, Landlord shall have the right to have Landlord's Existing Premises
Contribution paid to both Tenant and Tenant's contractor(s) and vendor(s)
jointly.
(iii) Prior to April 1, 1998, Tenant shall not be entitled to any
portion of Landlord's Existing Premises Contribution in excess of $100,000.
(iv) Tenant shall not be entitled to any portion of Landlord's
Existing Premises Contribution, and Landlord shall have no obligation to pay
Landlord's Existing Premises Contribution in respect of any requisition
submitted after December 31, 1999.
(v) Tenant shall have no right to any unused portion of Landlord's
Existing Premises Contribution.
3. TENANT'S OPTION TO EXTEND TERM OF LEASE
A. On the conditions, which conditions Landlord may waive, at its
election, by written notice to Tenant at any time, that (a) both as of the
time of option exercise and as of the commencement of the hereinafter
described additional term, Tenant is not in default (beyond applicable
periods of grace, if any) of its covenants and obligations under the Lease,
and (b) as of the commencement of the hereinafter described additional term,
Xxxxxxxxx & Xxxxx L.L.C., itself and/or Affiliated Entities, as defined in
Paragraph A of Article 16-18* of the Lease, are then occupying not less than
seventy-five percent (75%) of the premises then demised to Tenant, Tenant
shall have the option to extend the term of this Lease for one (1) additional
five (5) year term, such additional term commencing on April 1, 2008 and
expiring on March 31, 2013. Tenant may exercise such option to extend by
giving Landlord written notice on or before December 31, 2006. Upon the
timely giving of such notice, the term of this Lease shall be deemed extended
upon all of the terms and conditions of this Lease, except that Landlord
shall have no obligation to construct or renovate the premises and that the
Yearly Rent and Operating Costs in the Base Year during such additional term
shall be as hereinafter set forth. If Tenant fails to give timely notice, as
aforesaid, Tenant shall have no further right to extend the term of this
Lease, time being of the essence of this Paragraph 2.
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B. The Yearly Rent during the additional term shall be based upon
(taking into account the amount of Operating Costs in the Base Year as set forth
in Subparagraph B of Paragraph 3 of the Rider to the Lease) the Fair Market
Rental Value, as defined in Paragraph 3 of the Rider to the Lease, as of the
commencement of the additional term, of the premises then demised to Tenant.
C. Tenant shall have no further option to extend the term of the
Lease other than the one (1) additional five (5) year term herein provided.
D. Notwithstanding the fact that upon Tenant's exercise of the
herein option to extend the term of the Lease such extension shall be
self-executing, as aforesaid, the parties shall promptly execute a lease
amendment reflecting such additional term after Tenant exercises the herein
option, except that the Yearly Rent payable in respect of such additional term
and the Operating Costs in the Base Year during such additional term, may not be
set forth in said amendment. Subsequently, after such Yearly Rent and Operating
Costs in the Base Year are determined, the parties shall execute a written
agreement confirming the same. The execution of such lease amendment shall not
be deemed to waive any of the conditions to Tenant's exercise of its rights
under this Paragraph 2, unless otherwise specifically provided in such lease
amendment.
4. TENANT'S EXPANSION OPTION
On the conditions (which conditions Landlord may waive, at its election, by
written notice to Tenant at any time) that Tenant is not in default of its
covenants and obligations under the Lease and that Xxxxxxxxx & Xxxxx L.L.C.,
itself and/or Affiliated Entities, as defined in Paragraph A of Article 16-18*
of the Lease, is then occupying not less than ninety-five percent (95%) of the
premises then demised to Tenant, both at the time of Expansion Exercise Notice
(as hereinafter defined), and as of the "Term Commencement Date" in respect of
the "Expansion Area" (as hereinafter defined), Tenant shall have the following
right to lease the Expansion Area.
A. DEFINITION OF EXPANSION AREA
For the purposes hereof, the "Expansion Area" shall be defined as a portion
of the fourth (4th) floor of the Building, containing 2,088 square feet of Total
Rentable Area, substantially as shown on Lease Plan, Exhibit 2c, Sixth
Amendment, a copy of which is attached hereto and incorporated herein by this
reference.
B. EXERCISE OF RIGHTS TO EXPANSION AREA
Tenant may exercise its option to lease the Expansion Area by giving
written notice ("Expansion Exercise Notice") to Landlord on or before June 30,
1998. If Tenant fails timely to give such notice, Tenant shall have no further
right to lease the Expansion Area, time being of the essence of this Paragraph
4. Upon the timely giving of such notice, Landlord shall lease and demise to
Tenant, and Tenant shall hire and take from Landlord, the Expansion Area,
without the need for further act or deed by either party, for the term and upon
all of the same terms and conditions of this Lease, except as hereinafter set
forth.
C. LEASE PROVISIONS APPLYING TO EXPANSION AREA
The leasing to Tenant of the Expansion Area shall be upon all the
same terms and conditions of the Lease applicable to the Existing Premises
except as follows:
(1) TERM COMMENCEMENT DATE
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The Term Commencement Date in respect of the Expansion Area,
shall be the later of: (i) July 1, 1999, and (ii) the date that Landlord
delivers the Expansion Area to Tenant.
(2) YEARLY RENT
The Yearly Rent payable in respect of the Expansion Area shall be
based upon same Yearly Rent rental rate as is applicable, from time to time, to
the Existing Premises.
(3) CONDITION OF EXPANSION AREA
The Expansion Area shall be delivered by Landlord and accepted by
Tenant broom clean, and otherwise, "as-is", in its then (i.e. as of the Term
Commencement Date in respect of the Expansion Area), state of construction,
finish and decoration, without any obligation on the part of Landlord to prepare
or construct the Expansion Area for Tenant's occupancy. In implementation of the
foregoing, Landlord shall have no obligation under Article 4, Ex. 3-37*, or
Exhibit 3 of the Lease in respect of such Expansion Area.
(4) LANDLORD'S CONTRIBUTION IN RESPECT OF EXPANSION AREA
Landlord shall contribute up to Fifty-Two Thousand Two Hundred
($52,200.00) Dollars ("Landlord's Expansion Area Contribution") toward
Qualifying Costs with respect to the Expansion Area. The same conditions as are
applicable to the payment of Landlord's Existing Premises Contribution (i.e. as
set forth in Subparagraph F of Paragraph 2 of this Amendment shall be applicable
to Landlord's Expansion Area Contribution, except that: (i) clause (iii) of said
Subparagraph F shall not apply to Landlord's Existing Premises Contribution, and
(ii) the last day that Tenant shall have the right to submit a requisition to
Landlord for payment of Landlord's Expansion Area Contribution shall be the date
nine (9) months after the Term Commencement Date in respect of the Expansion
Area.
(5) PARKING
Tenant shall not be entitled to any additional parking passes by
reason of its demise of the Expansion Area. Without limiting the foregoing,
Paragraph 1 of the Rider to the Lease and Paragraph 3 of the First Amendment
shall have no applicability to the RFO Premises.
D. The parties hereby acknowledge that Tenant has advised Landlord
that if Landlord is able to relocate the tenant ("Delphi") which presently
occupies the Expansion Area to other premises in the Complex, Tenant will lease
the Expansion Area. Therefore, if Landlord is able, on or before May 15, 1997,
to obtain Delphi's agreement to promptly relocate from the Expansion Area to
other premises in the Complex, Landlord shall give Tenant written notice
("Availability Notice"). In such event, Tenant shall lease the Expansion Area
from Landlord on all of the terms and conditions set forth in this Paragraph 4,
except that the Term Commencement Date in respect of the Expansion Area shall be
the later of: (x) the Specified Commencement Date in respect of the Expansion
Area, as set forth in the Availability Notice, or (y) the date that Landlord
delivers the Expansion Area to Tenant. If Landlord does not give to Tenant an
Availability Notice on or before May 15, 1997, then the provisions of this
Subparagraph D shall have no force or effect. Landlord shall have no liability
or obligation to Tenant if Landlord is unable, prior to May 15, 1997, to obtain
Delphi's agreement to relocate from the Expansion Area.
E. Notwithstanding the fact that Tenant's exercise of the above
described expansion option shall be self-executing, as aforesaid, the parties
hereby agree promptly to execute a lease amendment reflecting the addition of
the Expansion Area. The execution of such lease amendment shall not be deemed
to waive any of the conditions to Tenant's exercise of the herein expansion
options, unless otherwise specifically provided in such lease amendment.
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5. TENANT'S RIGHT OF FIRST OFFER
A. On the conditions (which conditions Landlord may waive, at its
election, by written notice to Tenant at any time) that Tenant is not in default
of its covenants and obligations under the Lease and that Xxxxxxxxx & Xxxxx
L.L.C., itself and/or Affiliated Entities, as defined in Paragraph A of Article
16-18* of the Lease, are then occupying not less than ninety-five percent (95%)
of the premises then demised to Tenant, both at the time of Tenant's RFO
Exercise Notice (as hereinafter defined), and as of the "Term Commencement Date"
in respect of the "RFO Premises" (as hereinafter defined), Tenant shall have the
following right to lease the RFO Premises.
B. DEFINITION OF RFO PREMISES
"RFO Premises" shall be defined as a portion of the fourth (4th) floor of
the Building, containing 2,916 square feet of Total Rentable Area, substantially
as shown on Lease Plan, Exhibit 2d, Sixth Amendment. Notwithstanding the
foregoing, if Tenant elects to lease the RFO Premises, then Tenant, at Tenant's
election, shall have also have the right to lease the common corridors and lobby
area which constitutes the balance of the floor of the Building. Tenant must
exercise such election by so advising Landlord in Tenant's RFO Exercise Notice.
C. EXERCISE OF OPTION TO LEASE RFO PREMISES
Landlord shall give Tenant written notice ("Landlord's Notice") at the time that
Landlord determines, in its sole judgment, that the RFO Premises will become
available for lease to Tenant. Landlord's Notice shall set forth the Specified
Commencement Date in respect of the RFO Premises. Tenant shall have the right,
exercisable upon written notice ("Tenant's RFO Premises Exercise Notice") given
to Landlord within twenty (20) days after the receipt of Landlord's Notice, to
lease the RFO Premises, time being of the essence thereof. If Tenant fails
timely to give Tenant's RFO Premises Exercise Notice, Tenant shall have no
further right to lease the RFO Premises pursuant to this Paragraph 5, unless and
until the RFO Premises again becomes available for Tenant's occupancy after the
occupancy of the next tenant to lease the RFO Premises. Upon the timely giving
of such notice, Landlord shall lease and demise to Tenant and Tenant shall hire
and take from Landlord, the RFO Premises, upon all of the same terms and
conditions of the Lease except as hereinafter set forth. For the purposes of
this Paragraph 5, the RFO Premises shall be deemed to be "available for lease to
Tenant" if Landlord, in its sole judgment, determines that (a) the then current
tenant or occupant of the RFO Premises will vacate the RFO Premises, and (b)
Landlord intends to offer such area for lease. In no event shall Tenant have any
right to lease the RFO Premises if the RFO Premises become available for lease
to Tenant after the Outside Date, as hereinafter defined. For the purposes
hereof, the "Outside Date" shall be defined as March 31, 2007, unless Tenant
timely and properly exercises its extension option pursuant to Paragraph 3 of
this Fifth Amendment, in which event the Outside Date shall be defined as March
31, 2012.
D. LEASE PROVISIONS APPLYING RFO PREMISES
The leasing to Tenant of the RFO Premises shall be upon all of the same
terms and conditions of the Lease, except as follows:
(1) TERM COMMENCEMENT DATE
The Term Commencement Date in respect of the RFO Premises shall
be the later of: (x) the Specified Commencement Date in respect of the RFO
Premises, or (y) the date that Landlord delivers the RFO Premises to Tenant.
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(2) RENT COMMENCEMENT DATE
The Rent Commencement Date in respect of the RFO Premises shall
be the Term Commencement Date in respect of the RFO Premises.
(3) YEARLY RENT
The Yearly Rent rental rate in respect of the RFO Premises shall
be based upon (taking into account the amount of Operating Costs in the Base
Year as set forth in Exhibit 1, Sixth Amendment, Sheet 2, dated January 30,
1997) the Fair Market Rental Value, as defined in Paragraph 3 of the Rider to
Lease, of such RFO Premises as of the Term Commencement Date in respect of such
RFO Premises.
(4) CONDITION OF RFO PREMISES
Tenant shall take the RFO Premises "broom-clean", and in all
other respects, "as-is" in its then (i.e. as of the date of premises delivery)
state of construction, finish, and decoration, without any obligation on the
part of Landlord to construct or prepare the RFO Premises for Tenant's
occupancy.
(5) LANDLORD CONTRIBUTION
There is no Landlord Contribution in respect of the RFO Premises.
Without limiting the foregoing, Paragraphs 2 and 4.C.(4) hereof shall not apply
to the RFO Premises.
(6) PARKING
Tenant shall not have the right to any additional parking passes
by reason of its demise of the RFO Premises. Without limiting the foregoing,
Paragraph 1 of the Rider to the Lease and Paragraph 3 of the First Amendment
shall have no applicability to any RFO Premises.
E. EXECUTION OF LEASE AMENDMENTS
Notwithstanding the fact that Tenant's exercise of the
above-described option to lease the RFO Premises shall be self-executing, as
aforesaid, the parties hereby agree promptly to execute a Lease amendment
reflecting the addition of the RFO Premises, except that the Yearly Rent payable
in respect of the RFO Premises and Operating Costs in the Base Year in respect
of the RFO Premises may not be set forth in such amendment. At -the time that
such Yearly Rent and Operating Costs in the Base Year are determined, the
parties shall execute a written agreement confirming the same. The execution of
such Lease amendment shall not be deemed to waive any of the conditions to
Tenant's exercise of the herein option to lease the RFO Premises, unless
otherwise specifically provided in such Lease amendment.
6. BROKERS
Tenant represents that Tenant has not dealt with any real estate brokers,
salespersons, or finders in connection with this Sixth Amendment other than
Xxxxxxxxx & Xxxx, and no other persons initiated or participated in the
negotiation of this Sixth Amendment. Tenant agrees to indemnify, defend and hold
Landlord and its officers, partners, employees and/or agents harmless from and
against any claims made by any broker or finder with whom Tenant may have dealt,
for a commission or fee in connection with this Sixth Amendment other than
Xxxxxxxxx & Xxxx. Landlord agrees to indemnify, defend and hold Tenant and its
officers, partners, employees and/or agents, harmless from and against any
claims made by any broker or finder based on an agreement with Landlord for a
commission or fee in connection with this Sixth Amendment, except as
-7-
hereinafter provided. Landlord agrees to pay $47,666 toward any commission or
fee due and owing to Xxxxxxxxx & Xxxx in connection with this Sixth Amendment
and Tenant agrees to pay any commission due in excess of such amount and any
commissions which may be due hereafter in connection with any expansion of the
premises demised under the Lease or any further extension of the term thereof.
7. INAPPLICABLE PROVISIONS
The following provisions shall have no applicability to, nor any
force or effect in respect of, the additional term set forth herein or any
RFO Premises: Lease Article 4, Section 6-6*, Ex. 3-37* and Exhibit 3, First
Amendment Sections 1.C.-E., and 2. and Fifth Amendment Sections 5, 6 and 8.
8. REVISED EXHIBIT 1
As of April 1, 1998, Revised Exhibit 1, First Amendment, Sheets 1, 2,
3, 4, and 5, dated September 4, 1987 and Exhibit 1, Fifth Amendment Additional
Premises Version, Sheets 1, 2 and 3, dated as of February 6, 1996 shall be
deleted in their entirety and Exhibit 1, Sixth Amendment, Sheets 1, 2 and 3,
dated January 30, 1997, shall be substituted in their place.
9 YEARLY RENT FOR STORAGE PREMISES
Notwithstanding anything to the contrary contained in the Second and
Fourth Amendments of the Lease, for the period commencing on April 1, 1998 and
ending on March 31, 2008, the Yearly Rent for the Storage Premises shall be
payable at the rate set forth in Exhibit 1, Sixth Amendment, Sheet 2, dated
January 30, 1997.
10. As herein amended, the Lease is ratified, confirmed and approved in
all respects.
11. In the event that any of the provisions of the Lease are inconsistent
with this Sixth Amendment or the state of facts contemplated hereby, the
provisions of this Sixth Amendment shall control.
WHEREFORE, the parties have hereunto set their hands and seals as of the
date first written above.
LANDLORD: TENANT:
ROWES WHARF ASSOCIATES XXXXXXXXX & XXXXX L.L.C.
By: Rowes Wharf Limited Partnership,
General Partner
By: RWLP Corp., General Partner By: /s/ Xxxx X. Xxxxxxxx
(Name) (Title)
Hereunto Duly Authorized
By: /s/ illegible
(Name) (Title)
Hereunto Duly Authorized
Date Signed: 2/26/97 Date Signed: 2/04/97
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Atlantic Avenue Building South
00 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
("the Building")
SEVENTH AMENDMENT
June 10, 1997
LANDLORD: Rowes Wharf Associates
TENANT: Xxxxxxxxx & Xxxxx L.L.C.
EXISTING
PREMISES: An area on the fourth (4th) floor of Building,
containing 23,833 square feet of Total Rentable
Area, substantially as shown on Lease Plan,
Exhibit 2a, dated January 30, 1997
ORIGINAL LEASE
LEASE EXECUTION
DATA DATE: June 22, 1987
TERMINATION
DATE: March 31, 2008
PREVIOUS
LEASE
AMENDMENTS: First Amendment dated September 4, 1987
Second Amendment dated May 26, 1988
Third Amendment dated March 25, 0000
Xxxxxx Xxxxxxxxx dated September 3, 1993
Fifth Amendment dated as of February 6, 1996
Sixth Amendment dated January 30, 1997
SEVENTH
AMENDMENT
ADDITIONAL
PREMISES: An area on the fourth (4th) floor of the
Building, containing 2,088 square feet of
Total Rentable Area, substantially as shown
on Lease Plan, Exhibit 2c, Sixth Amendment, a
copy of which is attached hereto and
incorporated by reference herein
WHEREAS, Landlord has given Tenant the Availability Notice, as that term is
defined in Subparagraph D of Paragraph 4 of the Sixth Amendment, so that Tenant
is required to lease the Seventh Amendment Additional Premises from Landlord;
NOW THEREFORE, the above-described lease, as previously amended ("the
Lease"), is hereby further amended as follows:
1. DEMISE OF THE SEVENTH AMENDMENT ADDITIONAL PREMISES
Landlord hereby demises and leases to Tenant and Tenant hereby hires and
takes from Landlord, the Seventh Amendment Additional Premises. Said demise of
the Seventh Amendment Additional Premises shall be for a term commencing as of
the Term Commencement Date in respect of the Seventh Amendment Additional
Premises, as hereinafter defined, and terminating as of March 31, 2008 and shall
be upon the terms set forth on Exhibit 1, Seventh Amendment Additional Premises
Version, dated June 10, 1997, a copy of which is attached hereto and
incorporated by reference herein, and upon all of the other terms and conditions
of the Lease applicable to the Existing Premises (including, without limitation,
Tenant's extension option pursuant to Paragraph 3 of the Sixth Amendment),
except as follows:
A. The Term Commencement Date in respect of the Seventh Amendment
Additional Premises is the day after the date that the current tenant of the
Seventh Amendment Additional Premises, Delphi Management, Inc. ("Delphi")
vacates the Seventh Amendment Additional Premised. The Term Commencement Date
of the Seventh Amendment Additional Premises is presently estimated to occur on
or about December 1, 1997.
B. The Rent Commencement Date in respect of the Seventh Amendment
Additional Premises shall be the Term (commencement Date in respect of the
Seventh Amendment Additional Premises. Without limiting the foregoing, Article
6-6* of the Lease and Subparagraph D of Paragraph 1 of the First Amendment shall
have no applicability to nor any force or effect in respect of the Seventh
Amendment Additional Premises.
C. Commencing as of the Term Commencement Date in respect of the Seventh
Amendment Additional Premises, Tenant shall pay Operating Expense Excess in
respect of the Seventh Amendment Additional Premises on a monthly estimated
basis based upon the most recent Operating Cost data available to Landlord.
D. Tenant shall not be entitled to any additional parking passes by
reason of its demise of the Seventh Amendment Additional Premises. Without
limiting the foregoing, Paragraph 1 of the Rider to the Lease and Paragraph 3 of
the First Amendment shall have no applicability to the Seventh Amendment
Additional Premises.
E. In the event that any of the provisions of the Lease are inconsistent
with this Amendment or the state of facts contemplated hereby, the provisions of
this Amendment shall control.
2. EXHIBIT 1, SEVENTH AMENDMENT ADDITIONAL PREMISES VERSION
As of the Term Commencement Date in respect of the Seventh Amendment
Additional Premises, Exhibit 1, Seventh Amendment Additional Premises Version,
Sheets 1, 2 and 3, dated June 10, 1997, shall apply to the Seventh Amendment
Additional Premises.
3. CONDITION OF SEVENTH AMENDMENT ADDITIONAL PREMISES
A. Notwithstanding anything to the contrary herein or in the Lease
contained, Tenant shall take the Seventh Amendment Additional Premises "broom
clean", "as-is", in the condition in
-2-
which the Seventh Amendment Additional Premises are in as of the Term
Commencement Date in respect of the Seventh Amendment Additional Premises,
without any obligation on the part of Landlord to prepare or construct the
Seventh Amendment Additional Premises for Tenant's occupancy.
B. Landlord shall contribute up to Fifty-Two Thousand Two Hundred and
00/100 ($52,200.00) Dollars ("Landlord's Contribution") toward Qualifying Costs,
as defined in Xxxxxxxxx 0X of the Sixth Amendment, with respect to the Seventh
Amendment Additional Premises. Landlord shall pay Landlord's Contribution to
Tenant in accordance with Paragraph 4C(4) of the Sixth Amendment.
4. As hereby amended, the Lease is ratified, confirmed and approved in
all respects.
EXECUTED under seal as of the date first above-written.
LANDLORD: TENANT:
ROWES WHARF ASSOCIATES XXXXXXXXX & XXXXX L.L.C.
By: Rowes Wharf Limited Partnership, By: /s/ Xxxx Xxxxxxxx
General Partner Hereunto Duly Authorized
Managing Director - Boston
By: RWLP Corp.,
General Partner
By:
-----------------------
Xxxxxxx X. Xxxxxxxx
Senior Vice President
Date Signed: Date Signed: June 11, 1997
------------------
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Atlantic Avenue Building South
00 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
("the Building")
EIGHTH AMENDMENT
November 13, 1997
LANDLORD: Rowes Wharf Associates
TENANT: Xxxxxxxxx & Xxxxx L.L.C.
EXISTING
PREMISES: The entire fourth (4th) floor of the Building
containing 25,921 square feet of Total Rentable Area
substantially as shown on Lease Plan Exhibit 2b, Sixth
Amendment, dated January 30, 1997
ORIGINAL LEASE
LEASE EXECUTION
DATA DATE: June 22, 1987
TERMINATION
DATE: March 31, 2008
PREVIOUS
LEASE
AMENDMENTS: First Amendment dated September 4, 1987
Second Amendment dated May 26, 1988
Third Amendment dated March 25, 0000
Xxxxxx Xxxxxxxxx dated September 3, 1993
Fifth Amendment dated as of February 6, 1996
Sixth Amendment dated January 30, 0000
Xxxxxxx Xxxxxxxxx dated June 10, 1997
WHEREAS, Tenant desires to use the existing doors and glass walls located
in the Seventh Amendment Additional Premises;
WHEREAS, Landlord has obtained consent of current tenant of the Seventh
Amendment Additional Premises, Delphi Management, Inc. ("Delphi"), to leave the
existing doors and glass walls in the Seventh Amendment Additional Premises;
WHEREAS, in consideration of Tenant's right to use said doors and glass
walls, Tenant has agreed to a reduction in Landlord's Contribution with respect
to the Seventh Amendment Additional Premises;
NOW THEREFORE, the above-described lease, as previously amended (the
"Lease"), is hereby further amended as follows:
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1. EXISTING DOORS AND GLASS WALLS
Landlord agrees that the existing doors and glass walls presently
located in the Seventh Amendment Additional Premises will remain in the premises
for Tenant's use during the term of the Lease.
2. LANDLORD'S CONTRIBUTION
Tenant agrees that Landlord's Contribution toward Qualifying Costs,
as defined in Xxxxxxxxx 0X of the Sixth Amendment with respect to the Seventh
Amendment Additional Premises shall be reduced from Fifty-Two Thousand Two
Hundred and 00/100 ($52,200.00) Dollars to Forty-Two Thousand Two Hundred and
00/100 ($42,200.00) Dollars.
3. As hereby amended, the Lease is ratified, confirmed and approved in
all respects.
EXECUTED under seal as of the date first above-written.
LANDLORD: TENANT:
ROWES WHARF ASSOCIATES XXXXXXXXX & XXXXX L.L.C.
By: Rowes Wharf Limited Partnership,
General Partner
By: RWLP Corp.,
General Partner
By: By:
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Xxxxxxx X. Xxxxxxxx, (Name) (Title)
Senior Vice President Hereunto Duly Authorized
Date Signed: Date Signed:
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