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Exhibit 10.7
FIRST AMENDMENT TO LEASE
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This First Amendment to Lease dated this 2nd day of December, 1996 between
CambridgePark One Limited Partnership ("Landlord") and Gensym Corporation
("Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant entered into a lease dated as of January 1,
1995 for space located in the building known as 000 XxxxxxxxxXxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx (the "Lease"); and
WHEREAS, Landlord and Tenant wish to amend the lease as set forth herein
for purposes of expanding the premises which Tenant presently occupies.
NOW, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree to amend
the lease as follows:
1. All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the lease.
2. Landlord and Tenant acknowledge and agree that, in accordance with the
provisions of Section 2.1 of the Lease, the original Premises (consisting of the
First Takedown Space) was expanded effective on October 1, 1995 to include the
Third TakeDown Space (the "Effective Date"). Notwithstanding the provisions of
the Lease, the parties acknowledge that the Third Takedown Space consists of
3,642 rentable square feet as shown on page A-3 of Exhibit A attached hereto.
The Lease is hereby amended to delete page A-3 of Exhibit A to the Lease headed
"Third Takedown Space" and to substitute the attached page A-3 of Exhibit A
therefor. Accordingly, as of the Effective Date, the Premises consisted of
47,022 rentable square feet.
3. Section 1.1 of the lease is hereby amended by inserting the following on
page 2 after the data following the subject "Fourth Takedown Space":
FIFTH TAKEDOWN SPACE: Approximately 4,879 r.s.f., located on the third
floor of the Building, being the cross-hatched area
shown on EXHIBIT A, which shall be automatically
included in the
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Premises on the Substantial Completion Date for the
Fifth Takedown Space, in accordance with
Section 2.1 hereof.
SIXTH TAKEDOWN SPACE: Approximately 3,333 r.s.f., located on the third
floor of the Building, being the cross-hatched area
shown on EXHIBIT A, which shall be automatically
included in the Premises on the Substantial
Completion Date for the Sixth Takedown Space, in
accordance with Section 2.1 hereof.
ORIGINAL TAKEDOWN
SPACES: The First Takedown Space, the Second Takedown Space,
the Third Takedown Space and the Fourth Takedown
Space.
NEW TAKEDOWN SPACES: The Fifth Takedown Space and the Sixth Takedown
Space.
4. Section 1.1 of the Lease is hereby amended by deleting the data which
corresponds to the subject "Annual Base Rent" and replacing it with the
following data:
Lease Year Annual Base Rent (p.r.s.f.)
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1 $7.00 for the Original Takedown Spaces
2 $7.25 for the Original Takedown Spaces and,
effective on expansion of the Premises to include
New Takedown Space as provided herein, $11.50 for
the New Takedown Spaces
3 $7.50 for the Original Takedown Spaces and $11.50
for the New Takedown Spaces
4 $7.75 for the Original Takedown Spaces and $11.50
for the New Takedown Spaces
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5 $8.00 for the Original Takedown Spaces and $11.50
for the New Takedown Spaces
6 $8.25 for the Original Takedown Spaces and $11.50
for the New Takedown Spaces
5. Section 1.1 of the Lease is hereby amended by deleting the data which
corresponds to the subject "Annual Rent" and replacing it with the following
data:
Lease Year Annual Rent
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1 $7.00 Annual Base Rent (p.r.s.f.) + $9.50 Annual
Estimated Operating Costs (p.r.s.f.) + $.85 Annual
Estimated Electrical Costs to Tenant's Space
(p.r.s.f.) = $17.35 (p.r.s.f.) x Rentable Floor Area
of the Original Expansion Spaces as the same may be
increased during the Lease Year in accordance with
Section 2.1 and Section 3.2 = Annual Rent.
2 The sum of: (a) with respect to the Original
Expansion Spaces, $7.25 Annual Base Rent (p.r.s.f.)
+ $9.50 Annual Estimated Operating costs (p.r.s.f.)
+ $.85 Annual Estimated Electrical Costs to Tenant's
Space (p.r.s.f.) = $17.60 (p.r.s.f.) x Rentable
Floor Area of the Original Expansion Spaces, as the
same may be increased during the Lease Year in
accordance with Section 2.1 and Section 3.2 = Annual
Rent for the Original Expansion Spaces, and (b) with
respect to the New Expansion Spaces, $11.50 Annual
Base Rent (p.r.s.f.) + $9.50 Annual Estimated
Operating Costs (p.r.s.f.) + $.85 Annual Estimated
Electrical Costs to Tenant's Space (p.r.s.f.) =
$21.85 (p.r.s.f.) x Rentable Floor Area of the New
Expansion Spaces as the same
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may be increased during the Lease Year in accordance
with Section 2.1 and Section 3.2 = Annual Rent for
the New Expansion Spaces.
3 The sum of: (a) with respect to the Original
Expansion Spaces, $7.50 Annual Base Rent (p.r.s.f.)
+ $9.50 Annual Estimated Operating Costs (p.r.s.f.)
+ $.85 Annual Estimated Electrical Costs to Tenant's
Space (p.r.s.f.) = $17.85 (p.r.s.f.) x Rentable
Floor Area of the Original Expansion Spaces, as the
same may be increased during the Lease Year in
accordance with Section 2.1 and Section 3.2 = Annual
Rent for the Original Expansion Spaces, and (b) with
respect to the New Expansion Spaces, $11.50 Annual
Base Rent (p.r.s.f.) + $9.50 Annual Estimated
Operating Costs (p.r.s.f.) + $.85 Annual Estimated
Electrical Costs to Tenant's Space (p.r.s.f.) =
$21.85 (p.r.s.f.) x Rentable Floor Area of the New
Expansion Spaces as the same may be increased during
the Lease Year in accordance with Section 2.1 and
Section 3.2 = Annual Rent for the New Expansion
Spaces.
4 The sum of: (a) with respect to the Original
Expansion Spaces, $7.75 Annual Base Rent (p.r.s.f.)
+ $9.50 Annual Estimated Operating costs (p.r.s.f.)
+ $.85 Annual Estimated Electrical Costs to Tenant's
Space (p.r.s.f.) = $18.10 (p.r.s.f.) x Rentable
Floor Area of the Original Expansion Spaces, as the
same may be increased during the Lease Year in
accordance with Section 2.1 and Section 3.2 = Annual
Rent for the Original Expansion Spaces, and (b) with
respect to the New Expansion Spaces, $11.50 Annual
Base Rent (p.r.s.f.) + $9.50 Annual Estimated
Operating Costs (p.r.s.f.) + $.85 Annual Estimated
Electrical Costs to Tenant's Space (p.r.s.f.) =
$21.85
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(p.r.s.f.) x Rentable Floor Area of the New
Expansion Spaces as the same may be increased during
the Lease Year in accordance with Section 2.1 and
Section 3.2 = Annual Rent for the New Expansion
Spaces.
5 The sum of: (a) with respect to the Original
Expansion Spaces, $8.00 Annual Base Rent (p.r.s.f.)
+ $9.50 Annual Estimated Operating costs (p.r.s.f.)
+ $.85 Annual Estimated Electrical Costs to Tenant's
Space (p.r.s.f.) = $18.35 (p.r.s.f.) x Rentable
Floor Area of the Original Expansion Spaces, as the
same may be increased during the Lease Year in
accordance with Section 2.1 and Section 3.2 = Annual
Rent for the Original Expansion Spaces, and (b) with
respect to the New Expansion Spaces, $11.50 Annual
Base Rent (p.r.s.f.) + $9.50 Annual Estimated
Operating Costs (p.r.s.f.) + $.85 Annual Estimated
Electrical Costs to Tenant's Space (p.r.s.f.) =
$21.85 (p.r.s.f.) x Rentable Floor Area of the New
Expansion Spaces as the same may be increased during
the Lease Year in accordance with Section 2.1 and
Section 3.2 = Annual Rent for the New Expansion
Spaces.
6 The sum of: (a) with respect to the Original
Expansion Spaces, $8.25 Annual Base Rent (p.r.s.f.)
+ $9.50 Annual Estimated Operating costs (p.r.s.f.)
+ $.85 Annual Estimated Electrical Costs to Tenant's
Space (p.r.s.f.) = $18.60 (p.r.s.f.) x Rentable
Floor Area of the Original Expansion Spaces, as the
same may be increased during the Lease Year in
accordance with Section 2.1 and Section 3.2 = Annual
Rent for the Original Expansion Spaces, and (b) with
respect to the New Expansion Spaces, $11.50 Annual
Base Rent (p.r.s.f.) + $9.50 Annual Estimated
Operating Costs (p.r.s.f.) + $.85
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Annual Estimated Electrical Costs to Tenant's Space
(p.r.s.f.) = $21.85 (p.r.s.f.) x Rentable Floor Area
of the New Expansion Spaces as the same may be
increased during the Lease Year in accordance with
Section 2.1 and Section 3.2 = Annual Rent for the
New Expansion Spaces
6. Section 1.1 of the Lease is hereby amended by inserting the word
"Original" before "Takedown Space" in the data following the subject "Tenant's
Design Completion Date"
7. Section 1.1 of the Existing Lease is hereby amended by inserting the
following after the data following the subject "Scheduled Substantial Completion
Dates":
Fifth Takedown Space: October 15, 1996
Sixth Takedown Space: 45 days after the Sixth Takedown Space Possession
Date (as defined in Section 3.1(a) hereof)
8. Section 3.1 of the Lease is hereby amended by inserting the word
"Original" before the phrase "Takedown Space" in the second and seventh lines of
subsection (a) and wherever such phrase appears in subsection (b), except where
reference is made to the First Takedown Space, Second Takedown Space, Third
Takedown Space or the Fourth Takedown Space, and by inserting the following at
the end of Section 3.1:
"Notwithstanding any other provision of the Lease to the contrary, the
Fifth Takedown Space and the Sixth Takedown Space shall be provided by
Landlord to Tenant, and accepted by Tenant from Landlord, "as is", "where
is", with all faults and without any representation, warranty, or guaranty
of any kind by Landlord to Tenant, except that Landlord shall, at
Landlord's expense, remove and construct any demising walls which are
required in connection with the Fifth Takedown Space and the Sixth Takedown
Space, which construction shall be consistent with Building standards.
Subject to all provisions hereof other than the payment of Annual Rent,
Tenant shall be given access to the Fifth Takedown Space to commence
improvements to the Fifth Takedown Space on October 1, 1996. Subject to all
provisions hereof other than the payment of Annual Rent, Tenant shall be
given access to the Sixth Takedown Space to commence improvements to the
Sixth Takedown Space no later than five (5) business days after the Tenant
currently located in such space is relocated by Landlord or otherwise quits
the Sixth Takedown Space (such
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date on which Tenant is given access being referred to herein as the "Sixth
Takedown Space Possession Date"). Within thirty (30) days after notice from
Tenant to Landlord that Tenant's construction of improvements in the Fifth
Takedown Space or the Sixth Takedown Space, as applicable, has been
completed, together with an itemization of and paid invoices for the
out-of-pocket costs incurred by Tenant in constructing such improvements,
Landlord shall pay to Tenant an allowance equal to the lesser of such costs
or $7.50 (plus architectural and engineering fees) per Rentable Square Foot
of such space. All construction to be undertaken by Tenant shall be subject
to the applicable provisions of the Lease, including, without limitation,
applicable provisions of Sections 3.1, 3.2 and 6.1.15."
9. Section 3.2 of the Lease is hereby amended by inserting the word
"Original" before the phrase "Takedown Space" wherever such phrase appears in
Section 3.2, and by inserting the following at the end of Section 3.2:
"Tenant agrees to use reasonable efforts to have each New Takedown
Space ready for occupancy on or before the applicable Scheduled Substantial
Completion Date for each such New Takedown Space, which shall, however, be
extended in the case of each New Takedown Space for a period equal to that
of any delays due to governmental regulations, unusual scarcity of or
inability to obtain labor or materials, labor difficulties, casualty or
other causes beyond Tenant's reasonable control. As used herein, the term
"Substantial Completion Date" for each New Takedown Space shall mean and
refer to the date on which the improvements to such New Takedown Space have
been substantially completed as reasonably determined by Landlord's
representative, with the exception of minor items which can be fully
completed without material interference with Tenant, provided that none of
said items are necessary to make the applicable New Takedown Space
tenantable for the permitted Uses; provided, however, that if completion is
delayed due to Tenant's failure to proceed with construction diligently and
in good faith or otherwise due to delays caused by Tenant, then the
applicable New Takedown Space shall be deemed ready for occupancy no later
than the Scheduled Substantial Completion Date applicable to such New
Takedown Space, upon which date the Annual Rent, the Rentable Floor Area of
Tenant's Space and all other charges due hereunder shall be adjusted in
accordance with Sections 2.1, 2.3, and 3.2 as though the Substantial
Completion Date for such New Takedown Space had actually occurred on such
Scheduled Substantial Completion Date."
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10. Pages A-5 and A-6 attached hereto are hereby attached to the Lease as
pages A-5 and A-6 of EXHIBIT A to the Lease.
11. Exhibit G to the Lease is hereby amended by revising the chart for the
"Number of Cars to be Issued for:" with respect to the Third Takedown Space by
substituting the number "3" for the number "5" in the column headed "Blue Lot"
and the number "8" for the number "10" in the column headed "Red Lot" and by
adding the following information in such chart in the corresponding columns:
Upon Occupancy of % Blue Lot Red Lot
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Fifth Takedown Space 5 10
Sixth Takedown Space 3 7
12. Tenant and Landlord represent and warrant to each other that they have
dealt with no brokers in connection with this First Amendment to Lease other
than Xxxxxxxxx and Xxxx Xxxxxxx'x Limited Partnership and agree to defend, with
counsel approved by the other, indemnify and save the other harmless from and
against any and all cost, expense or liability for any compensation, commissions
or charges claimed by a broker or agent, other than Xxxxxxxxx and Xxxx Xxxxxxx'x
Limited Partnership in connection with this First Amendment to Lease.
13. Except as set forth herein, the Lease shall remain unmodified and in
full force and effect.
EXECUTED as a sealed instrument as of the day and year first written above.
LANDLORD
CAMBRIDGEPARK ONE LIMITED
PARTNERSHIP, by its Agent,
Xxxxxxxxx and Xxxx Services Limited
Partnership
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Senior Vice President
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TENANT
GENSYM CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Vice President of Finance
and Administration and C.F.O.
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