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Exhibit 10.2
SECOND AMENDMENT TO LEASE
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This SECOND AMENDMENT TO LEASE ("SECOND AMENDMENT") is made as of May __,
1998 by and between the TRUSTEES OF 00 XXXXX XXXXXX TRUST under Declaration of
Trust dated September 10, 1970, recorded with Suffolk Deeds, Book 8389, Page
286, as amended, with an address of x/x Xxxxx, 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 ("LANDLORD"), and HPSC, INC., having a mailing address of
00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("TENANT").
REFERENCE is made to a certain lease dated as of March __, 1994, as amended
by First Amendment to Lease dated as of January __, 1996, between Landlord and
Tenant (the "LEASE") for approximately 11,210 square feet of space on the 35th
Floor of the building ("BUILDING") located at 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx (the "PREMISES").
WHEREAS, Landlord and Tenant desire to make certain modifications to the
terms and conditions of the Lease including the addition of 2,592 square feet of
Rentable Floor Area on the 36th Floor ("ADDITIONAL SPACE"); and
WHEREAS, Tenant hereby certifies to Landlord, as a material part of the
consideration for Landlord entering into this Second Amendment and without which
Landlord would not enter into this Second Amendment, as follows:
(a) the Lease is a valid lease, is in full force and effect, has not been
modified, amended or supplemented, and represents the entire agreement
between the parties;
(b) all obligations and conditions under the Lease to be performed by
Landlord to the date of this Second Amendment have been satisfied;
(c) there exists no default or event of default, as those or similar terms
may be defined in the Lease ("DEFAULT"), on the part of Landlord of
any of the terms and conditions of the Lease, no event has occurred
which, with the passing of time or giving of notice or both, would
constitute a Default, and Tenant is not entitled to any "free rent",
other concession, rent offset, rent deduction, rent abatement or
defenses under the Lease;
(d) to the best of Tenant's knowledge, there is no apparent or likely
contamination of the Premises by Hazardous Materials, and Tenant has
not used, nor has Tenant disposed of, Hazardous Materials on or about
the Premises in violation of any so-called environmental laws. For
purposes hereof, the term Hazardous Materials shall mean all
chemicals, materials, substances and similar terms defined as or
included in the definitions of "hazardous substances", "hazardous
wastes", "hazardous materials" or "toxic substances" or words of
similar scope or meaning under any applicable local, state or federal
law, as same may be amended from time to time, or under regulations
pursuant thereto;
(e) no actions, voluntary or involuntary, are pending, threatened,
anticipated or contemplated against or by Tenant under the bankruptcy
laws of the United States or any state thereof, or, to the extent same
would impair Tenant's ability to perform its obligations under the
Lease, as modified by this Second Amendment, under any other laws; and
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(f) Tenant has not assigned, sublet, otherwise transferred or encumbered
its interest in the Premises or the Lease, and Tenant, and the parties
executing this Second Amendment on behalf of Tenant, respectively,
have the full right and authority to enter into this Second Amendment.
NOW, THEREFORE, in consideration of Tenant's certification set forth above,
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and for the mutual promises hereinafter set forth,
Landlord and Tenant agree to amend the Lease effective as of the date hereof as
follows:
1. Section 1.1 of the Lease shall be amended by adding the following at
the end thereof:
"With respect to the Additional Space (defined below) the following
shall apply:
TENANT'S ADDITIONAL
SPACE: Portion of the 36th Floor shown on
SECOND AMENDMENT EXHIBIT C attached
hereto.
RENTABLE FLOOR AREA
OF TENANT'S ADDITIONAL
SPACE: Approximately 2,592 rentable square
feet.
TENANT'S PROPORTIONATE
SHARE FOR ADDITIONAL SPACE: .31% (proportion of Rentable Floor
Area of the Additional Space to 100%
of the Rentable Floor Area of the
Building).
TERM FOR ADDITIONAL
SPACE: Co-terminus with the Term for the
original Premises which expires on
June 30, 2004.
ADDITIONAL SPACE
COMMENCEMENT DATE: July 1, 1998.
BASE RENT FOR
ADDITIONAL SPACE: From the Additional Space Commencement
Date through the expiration of the
Term: $45.00 per square foot; $116,640
per year; $9,720.00 per month.
PERMITTED USES
FOR ADDITIONAL SPACE: Office purposes and no other purpose.
ELECTRICITY CHARGE
FOR ADDITIONAL SPACE: $1.00 per square foot; $2,592.00 per
year; $216.00 per month.
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TAX EXPENSE BASE FOR
ADDITIONAL SPACE: Tenant's Proportionate Share of Tax
Expenses for the 1998 Tax Year (July
1, 1997-June 30, 1998).
OPERATING EXPENSE BASE
FOR ADDITIONAL SPACE: Tenant's Proportionate Share of
Operating Expenses for the 1997
Calendar Year (January 1, 1997-
December 31, 1997).
TENANT'S MOVING COSTS
FOR ADDITIONAL SPACE: None.
BROKERS FOR ADDITIONAL
SPACE: None.
PARKING SPACES: One (1) additional non-reserved
parking space in the Building Garage
at market rates for the Term of the
Lease through Parking Agreements with
Pilgrim Parking/State Street, Inc."
From and after the Additional Space Commencement Xxxx, all references
in the Lease to the Premises or to Tenant's Space shall be deemed to
be to the entire Premises and the entire Tenant's Space (consisting of
the original Premises [11,210 square feet] and the Additional Space
for a total of 14,210 square feet) except as otherwise set forth
herein and provided that the specific terms set forth in Section 1.1
of the Lease and in the above amendment to Section 1.1 shall apply
only to the applicable portion of the Premises."
2. The following paragraph shall be added as Section 3.1.1:
"3.1.1 DELIVERY AND CONDITION OF THE ADDITIONAL SPACE. Landlord
shall use reasonable efforts to deliver the Additional Space to
Tenant on the Additional Space Commencement Date as set forth
herein; provided, however, Landlord shall have no liability, nor
shall Tenant have the right to terminate this Second Amendment or
the Lease, as a result of Landlord's failure to timely deliver
the Additional Space. Tenant acknowledges that Tenant has
inspected (or had the opportunity to inspect) the Additional
Space, is satisfied with the condition thereof, and Tenant hereby
accepts the Additional Space in its "AS IS" condition and waives
any existing defect in the condition of the Additional Space
(latent or otherwise), Landlord shall have no obligation to
improve the Additional Space or the Premises other than to
re-carpet and re-paint the Additional Space in accordance with
Tenant's written request therefor. Tenant shall be entitled to a
tenant allowance of $10.00 per Rentable Square Foot of the
Additional Space to be used for any leasehold improvements to the
Additional Space, including carpeting and re-painting. Any costs
in excess of the foregoing allowance shall be at Tenant's sole
cost and expense."
The Lease is hereby ratified and confirmed and, as modified by this Second
Amendment, shall remain in full force and effect. All references appearing in
the Lease and in any related instruments shall be attended and read hereafter to
be references to the Lease as amended by this
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Second Amendment, All terms which are defined in the Lease shall have the same
meanings when used in this Second Amendment (unless a contrary intent is clearly
indicated from the context herein).
This Second Amendment shall have the effect of an agreement under seal and
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
EXECUTED under seal as of the date first set forth above.
LANDLORD: TRUSTEES OF 00 XXXXX XXXXXX TRUST
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, as Trustee of 00 Xxxxx
Xxxxxx Trust, for self and co-Trustees but
not individually
TENANT: HPSC, INC.
By: /s/ Xxxx X. Xxxxxxx
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its Chairman and CEO
hereunto duly authorized
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SECOND AMENDMENT EXHIBIT C
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Plan of Tenant's Additional Space
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CONSENT OF LENDERS
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The undersigned hereby acknowledge notice of the Second Amendment to Lease
between the Trustees of 00 Xxxxx Xxxxxx Trust and HPSC, Inc, dated May __, 1998
and consent thereto.
CORNERSTONE PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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its Vice President
hereunto duly authorized
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CONSENT OF LENDERS
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The undersigned hereby acknowledge notice of the Second Amendment to Lease
between the Trustees of 00 Xxxxx Xxxxxx Trust and HPSC, Inc. dated May __, 1998
and consent thereto.
TEACHERS INSURANCE ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Xxxx Xxxxxx
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its
hereunto duly authorized
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