1
Exhibit 10.22
SECOND AMENDMENT
----------------
This Second Amendment made this 15th day of July, 1993 by and between
Centennial Park Associates Limited Partnership III, a Massachusetts Limited
Partnership as Landlord and Precision Connector Designs, Inc., a Massachusetts
Corporation, as Tenant.
W I T N E S S E T H
-------------------
Reference is made to a Lease between the Trustees of Centennial Park
Associates Reality Trust II under a Declaration of Trust dated July 7, 1986
recorded with Essex South Deeds in Book 8473, Page 268, as Landlord, and Tenant
dated June 29, 1987, as amended by a First Amendment of Lease between said
Trustees and Tenant dated August 22, 1989, for space in the building at Two
Technology Drive, Peabody, Essex County, Massachusetts (the "Lease"). All
capital terms used in this Amendment which are not defined herein and which are
not otherwise proper nouns shall be defined as set forth in the Lease.
WHEREAS, Landlord is the Successor to said Trustees of Centennial Park
Associates Realty Trust II as owner of the Building and Lot referred to in the
Lease;
WHEREAS, Landlord previously constructed the Expansion Space referred
to Article XIII of the Lease;
WHEREAS, Tenant had certain expansion options with respect to the
Expansion Space under the Lease and the First Amendment thereto, but all of such
options have heretofore lapsed without being exercised, so that none of the
Expansion Space is currently included in the Demised Premises under the Lease;
WHEREAS, Tenant now wishes to add certain portions of the Expansion
Space to the Demised Premises for the balance of the Term of the Lease, and
Landlord has agreed to lease such additional space to Tenant;
WHEREAS, the Landlord and Tenant have agreed to increase the payment of
rent under the Lease in payment for such additional space;
WHEREAS, Landlord and Tenant will each perform certain work in the
additional space as more particularly set forth below.
1
2
WHEREAS, Landlord and Tenant also wish to calculate and confirm the
rent adjustment to the Basic Annual Rent for the original Demised Premises
(exclusive of the aforesaid additional space) required by Sections 4.1 through
4.4 of the Lease and scheduled to take effect on July 8, 1993.
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Landlord and Tenant agree as follows:
1. EXPANSION OF DEMISED PREMISES. Effective June 1, 1993 through August
31, 1998, Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord Four Thousand Nine Hundred Ninety-Four (4,994) square feet of
additional space as shown on Exhibit A attached hereto as, "Additional Space A".
During said period from June 1, 1993 through August 31, 1998, the Additional
Space A shall be added to and deemed a part of the Demised Premises subject to
the benefit of all terms, provisions and conditions of the Lease (except as may
be specifically be otherwise provided herein).
Effective July 1, 1994 through August 31, 1998 Landlord hereby leases
to Tenant and Tenant hereby leases from Landlord Five Thousand Two Hundred
Sixty-Nine (5,269) square feet of additional space as shown on Exhibit A
attached as "Additional Space B". During the period July 1, 1994 through August
31, 1998 the Additional Space B shall be added to and deemed a part of the
Demised Premises subject to the benefit of all terms, provisions and conditions
of the Lease (except as may be specifically be otherwise provided herein).
2. BASIC ANNUAL RENT FOR ADDITIONAL SPACE. Tenant shall pay Landlord
the following additional Basic Annual Rent for the Additional Space A and
Additional Space B, above and beyond the Basic Annual Rent otherwise due under
Sections 4.1 and 4.2 of the Lease. Such payment shall be made at the same time
and in accordance with the same procedures as specified in Section 4.1:
ANNUAL RATE MONTHLY RENT
June 1, 1993 - May 31, 1994 $22,473.00 $1,872.75
June 1, 1994 - June 30, 1994 $32,461.00 $2,705.08
July 1, 1994 - August 31, 1998 $66,709.50 $5,559.13
3. LANDLORD'S WORK. Landlord will install, on a one time basis only, at
its sole cost and expense, a full height sheet rock wall separating Additional
Space A from Additional Space B. Landlord shall be liable, at it sole cost and
expense, to maintain and repair the demising wall unless damaged or destroyed by
the act, neglect or default of Tenant, its agents, employees, licensees or
contractors, in which event Tenant shall make such repairs. Landlord shall
remove the demising wall at its sole cost and expenses by July 1, 1994.
2
3
4. TENANT'S WORK. Tenant shall, on a one time basis only, at its sole
cost and expense, reconstruct the seven foot (7') by eight (8') space as shown
as "Reconstruction Area" on Exhibit A attached in accordance with all applicable
codes, regulations and laws.
5. ADJUSTMENT TO BASIC ANNUAL RENT FOR ORIGINAL DEMISED PREMISES. Under
Sections 4.1 through 4.4 of the Lease, the Basic Annual Rent for the original
40,000 square foot Demised Premises (excluding Additional Space A and Additional
Space B) is to be adjusted as of the fifth anniversary of the Commencement Date
(said fifth anniversary being the "Adjustment Date" under Section 4.2) for the
balance of the Lease Term in accordance with a certain formula set forth in
Section 4.2. Landlord and Tenant agree that (a) the Commencement Date under the
Lease was July 8, 1988, (b) the Adjustment Date is therefore July 8, 1993 and
(c) the adjusted Basic Annual Rent effective July 8, 1993 determined in
accordance with the applicable formula is $363,400 per year (115% x the
previously applicable Basic Annual Rent of $316,000 per year), or $30,283.33 per
month. Accordingly, the Basic Annual Rent for the original Demised Premises
(excluding Additional Space A and Additional Space B) from July 8, 1993 through
the end of the Lease Term shall be $363,400 per year or $30,283.33 per month.
6. TOTAL BASIC ANNUAL RENT (ORIGINAL DEMISED PREMISES PLUS ADDITIONAL
SPACE). With the additional Basic Annual Rent due for Additional Space A and B
pursuant to Paragraph 2 above, and with the adjustment to the Basic Annual Rent
for the original Demised Premises pursuant to Sections 4.1 through 4.4 of the
Lease and Paragraph 5 above, the total Basic Annual Rent payable by tenant for
the entire Demised Premises (the original Demised Premises, Additional Space A
and Additional Space B) from time to time from June 1, 1993 through the
expiration of the Lease Term on August 31, 1998 shall be as follows:
PERIOD ANNUAL RATE MONTHLY RENT
------ ----------- ------------
June 1, 1993 - June 30, 1993 $338,473.00 $28,206.08
Month of July, 1993 N/A $31,264.14
(month in which Adjustment Date occurs)
August 1, 1993 - May 31, 1994 $385,873.00 $32,156.08
June 1, 1994 - June 30, 1994 $395,861.00 $32,988.42
July 1, 1994 - August 31, 1998 $430,109.50 $35,842.46
7. REAL ESTATE TAXES. Under sections 5.1 and 13.2 of the Lease, Tenant
is to pay Landlord Tenant's pro rata share of the real estate taxes on the
Building, Expansion Space and Lot. Given the additions of Expansion Space A and
Expansion Space B to the Demised Premises, (a) for periods prior to June 1,
1993, when the Demised Premises consist of the original space only,
3
4
Tenant's pro rata share shall be 66.7% (40,000 square feet in original Demised
Premises divided by 60,000 square feet in Building and Expansion Space = 66.7%),
(b) for the period from June 1, 1993 to June 30, 1994 when the Demised Premises
consist of the original space plus Additional Space A, Tenant's pro rata share
shall be 74.99% (44,994 square feet in original space plus Additional Space A
divided by 60,000 square feet in Building and Expansion Space = 74.99%) and (c)
for the period from July 1, 1994 through August 31, 1998, (the expiration date
of the Lease Term), when the Demised Premises consist of the original space plus
Additional Space A and Additional Space B, Tenant's pro rata share shall be
83.77% (50,263 square feet in original space plus Additional Space A and
Additional Space B divided by 60,000 square feet in Building and Expansion
Space = 83.77%).
8. CERTAIN REIMBURSABLE EXPENSES. In the event that Tenant should be
obligated to reimburse Landlord for any services for work, such as snowplowing,
pursuant to Section 5.2(a) of the Lease, then in determining the fraction
allocable to Tenant in accordance with said Section (a) the numerator shall be
(i) 40,000 square feet for the period prior to June 1, 1993, (ii) 44,944 square
feet for the period June 1, 1993 through June 30, 1994 and (iii) 50,263 square
feet for the period from July 1, 1994 through August 31, 1998 (the expiration
date of the Lease Term) and (b) the denominator shall be the total rentable
floor area of all buildings having the benefit of such Services.
9. DELIVERY OF ADDITIONAL SPACE. Landlord shall deliver Additional
Space A to Tenant free and clear of all other tenants and occupants, with all of
any previous tenant's or occupant's property removed and otherwise in the same
condition as such space is in on the date hereof, reasonable wear and tear
excepted, by June 1, 1993. If for any reason Landlord shall fail to do so,
Tenant shall not be required to pay any rent or other charges allocable to
Additional Space A until Landlord so delivers said space, and the rent and
charges specified in Paragraphs 2, 6, 7 and 8 above shall be adjusted
accordingly. Landlord shall deliver Additional Space B to Tenant free and clear
of all other tenants and occupants, with all of any previous tenant's or
occupant's property removed, with the demising wall between Additional Space A
and Additional Space B removed as required by Paragraph 3 of this Amendment, and
otherwise in the same condition as such space is in on the date hereof,
reasonable wear and tear excepted, by July 1, 1994. If for any reason Landlord
shall fail to do so, then (a) Tenant shall not be required to pay the Basic
Annual Rent attributable to Additional Space B until Landlord so delivers said
space, so that beginning on July 1, 1994 and continuing until said space is so
delivered, the Basic Annual Rent payable by Tenant under
4
5
Paragraphs 2 and 6 of this Amendment shall be reduced by $2,854.04 per month
(the rent otherwise due on Additional Space B), (b) Tenant shall not be required
to pay any other charges attributable to Additional Space B until Landlord so
delivers said space, so effective July 1, 1994 and continuing until said space
is so delivered, Tenant's pro rata share of real estate taxes as specified in
Paragraph 7 of this Amendment and Tenant's pro rata share of certain other
expenses as specified in Paragraph 8 of this Amendment shall be reduced to
exclude the floor area in Additional Space B, and (c) the Basic Annual Rent
attributable to Additional Space A shall be reduced by $832.33 per month until
Landlord so delivers Additional Space B, so that commencing July 1, 1994 and
continuing until Additional Space B is so delivered, the Basic Annual Rent
payable pursuant to paragraphs 2 and 6 of this Amendment shall be further
reduced by said monthly amount (for a total monthly reduction, together with the
rent reduction pursuant to clause (a) above, of $3,686.37 per month). Landlord
shall use best efforts to remove any prior tenant or occupant from Additional
Space B, to complete removal of the aforesaid demising wall and to take all
necessary further actions to deliver Additional Space B to Tenant as required
hereby by July 1, 1994, and failing that, as soon after said date as possible,
and Tenant may enforce said obligation of Landlord by appropriate action or
actions against Landlord in equity. However, except for the aforesaid rent
abatements, Landlord shall not be liable for damages to Tenant if Landlord is
unable to deliver Additional Space B to Tenant because of any unauthorized
holding over by any prior third party tenant or occupant.
10. ADDITION TO SECTION 9.2(b) OF LEASE. Tenant shall not in any
manner be liable for, required to clean up, obligated to pay or bear any costs
or expenses with respect to or otherwise in any manner responsible for any
hazardous material or oil (as defined in Section 9.2(b) of the Lease) left,
abandoned, deposited, disposed of, generated, stored, used, emitted, discharged
or released on, in or from Additional Space A, Additional Space B or any other
part of the Building, Expansion Space or Lot by any prior tenant or occupant,
Landlord or any other party besides Tenant itself or Tenant's invitees,
licensees, contractors or any other party for which the Tenant is legally
responsible.
11. INSTALLATIONS, ALTERATIONS OR ADDITIONS. In the event that Tenant
desires to make any installations, alterations or additions in Additional Space
A or Additional Space B, and Landlord's consent thereto is required under
Section 9.2(c) of the Lease, Landlord shall not unreasonably withhold or delay
such consent.
5
6
In all other respects the Lease is hereby ratified, confirmed, and
approved and shall continue in full force and effect, except as herein expressly
modified.
IN WITNESS WHEREOF, the parties hereto have executed these presents as
a sealed instrument as of the day and year first above written.
LANDLORD:
CENTENNIAL PARK ASSOCIATES LIMITED
PARTNERSHIP III
/s/ Xxxxxxx X. Xxxxx
----------------------------------
Xxxxxxx X. Xxxxx, General Partner
TENANT:
PRECISION CONNECTOR DESIGNS, INC.
/s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx, President
COMBINED PROPERTIES, INC.
APPROVED BY:
/S/ Xxx P 7/29/93
----------------------------
LEGAL
----------------------------
CORPORATE
/s/ X. Xxxxxx 7/23/93
----------------------------
ACCOUNTING
/s/ Xxxx X. Xxxxxxx 7/26/93
----------------------------
MANAGEMENT
----------------------------
CONSTRUCTION
----------------------------
6
7
[PLAN OF LOT 32]
EXHIBIT A
8
EXHIBIT A
---------
LOT 32 LEGAL DESCRIPTION
------------------------
The land together with the buildings and other improvements now or hereafter
located thereon, situated in Peabody, Essex County, Massachusetts, shown as Lot
32 on a plan entitled "Easement and Subdivision Plan of Land in Peabody,
Massachusetts, prepared for Centennial Park Associates", "by Linenthal
Xxxxxxxxx Xxxxxxxx Group, Inc., dated November 30, 1987" and recorded with the
Essex South District Registry of Deeds as Plan 4 in Plan Book 234, and bounded
and described as follows:
Commencing at the northwesterly corner at said Lot 32, said point being
S2-00-00W 420.45 feet from the point of curvature of a curve to the right having
a radius of 30.00 feet into Centennial Drive, as shown on the above-referenced
plan:
Thence running S75-35-59E 608.58 feet to a point;
Thence running S26-47-08E 53.15 feet to a point;
Thence running S14-24-01W 186.68 feet to a point on the northerly
sideline of a retention basin easement, entirely within said Lot 32;
Thence running S77-21-40E 58.00 feet to a point;
Thence running S12-38-20W 150.00 feet to a point;
Thence running N77-21-40W 370.00 feet to a point;
Thence running S22-25-17W 206.00 feet to a point;
Thence running N75-28-04W 82.31 feet to a point on the easterly
sideline of Technology Drive.
The prior eight courses running along the perimeter of Lot 31 as shown on the
above-noted plan.
Thence running northerly and northwesterly along said Technology Drive
and along a curve to the left, having a radius of 120.00 feet for a
distance of 113.61 feet to a point of reverse curvature in said
sideline of Technology Drive.
Thence running northwesterly and northerly along a curve to the right,
having a radius of 50.00 feet for a length of 55.70 feet to a point;
