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EXHIBIT 10.66
FIRST AMENDMENT TO LEASE
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This First Amendment to Lease (the "First Amendment") is dated as of the
31st day of January, 1994 by and between Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx and
Xxxxxxx X. Xxxxxx, as TRUSTEES OF 00 XXXXX XXXXXX TRUST under Declaration of
Trust dated September 10, 1970 and recorded with the Suffolk County Registry of
Deeds in Book 8389, Page 286, as amended (the "Landlord") and THE PIONEER GROUP,
INC. ("Tenant").
RECITALS
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WHEREAS, Landlord and Tenant entered into a lease dated as of July 3, 1991
(the "Lease") for certain space ("Premises") in the building commonly known as
00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (the "Building"); and
WHEREAS, Landlord and Tenant desire to amend the Lease to include within
the Premises all of Floor 19 of the Building consisting of approximately 21,698
rentable square feet of space, shown as the "F1oor 19 Premises" on the floor
plan attached hereto as AMENDMENT TO EXHIBIT A-1 and incorporated herein, and to
amend certain terms and conditions of the Lease as described below.
AGREEMENT
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NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged
and agreed, Landlord and Tenant hereby agree that Landlord shall lease to
Tenant, and Tenant shall lease xxxxx Landlord, the Floor 19 Premises on the
following terms and conditions:
1. TERM. The Term for the Floor 19 Premises shall commence on July 1,
1994 and shall expire on March 31, 2007, unless earlier terminated as
set forth in Amendment Section 6 or extended pursuant to the Lease.
Tenant acknowledges that the Term for the Floor 19 Premises shall
continue notwithstanding any election by Tenant not to renew the
initial Term of the Lease for all or a portion of the remainder of
Tenant's Premises which initial Term expires on March 31, 2002.
Landlord and Tenant further acknowledge that the Floor 19 Premises
shall be deemed Additional Space provided that Tenant's rights to
extend the Term for the Floor 19 Premises shall be subject to the
rights of Xxxx and Xxxx pursuant to the Xxxx and Xxxx Lease, as
amended. The Floor 19 Premises shall not be deemed to be Substitute
Option Space pursuant to Section 2.1.3(a).
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2. ANNUAL FIXED RENT FOR INITIAL TERM AND ADDITIONAL RENT. Annual Fixed
Rent for the Floor 19 Premises shall be as follows:
(i) For the period from July 1, 1994 through December 31, 1994,
Tenant shall not be required to pay any Annual Fixed Rent for the
Floor 19 Premises.
(ii) From January 1, 1995 through December 31, 1998, the Annual Fixed
Rent for the Floor 19 Premises shall be $8.50 per rentable square
foot ($184,433.00 per annum; $15,369.42 per month).
(iii) From January 1, 1999 through December 31, 2002, the Annual Fixed
Rent for the Floor 19 Premises shall be $10.50 per rentable
square foot ($227,829.00 per annum; $18,985.75 per month).
(iii) From January 1, 2003 through March 31, 2007, Annual Fixed Rent
for the Floor 19 Premises shall be $12.50 per rentable square
foot ($271,225.00 per annum; $22,602.08 per month).
Tenant shall pay additional rent for the Floor 19 Premises on the same
terms and conditions as provided in the Lease for the initial Premises
provided that, for the period from July 1, 1994 through December 31,
1994, Tenant shall not be required to pay Operating Expenses Allocable
to the Floor 19 Premises or Landlord's Tax Expenses Allocable to the
Floor 19 Premises.
3. LANDLORD'S WORK ON THE FLOOR 19 PREMISES. Notwithstanding any
provisions of the Lease to the contrary including, without
limitation, Sections 3.1 and 3.6, Landlord's Work with respect to
the Floor 19 Premises shall be solely as set forth on AMENDMENT
EXHIBIT B-1 and except for Landlord's Work, the Floor 19 Premises
shall be delivered to Tenant broom-clean and in their then "as is"
condition. Landlord shall perform Landlord's Work, at Landlord's sole
cost and expense, and shall use reasonable efforts to substantially
complete Landlord's Work and to deliver the Floor 19 Premises to
Tenant by July 1, 1994.
4. TENANT'S WORK ON THE FLOOR 19 PREMISES. Commencing on July 1, 1994,
Tenant shall have the right to construct improvements to the Floor 19
Premises subject to Landlord's approval of Tenant's plans and
specifications, which approval shall not be unreasonably withheld or
delayed, and subject to the other terms and conditions
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of the Lease including Section 3.5. All Tenant improvements to the
Floor 19 Premises shall be performed at Tenant's sole cost and
expense, and Landlord shall not be obligated to reimburse or otherwise
compensate Tenant for such improvements.
5. PARKING. Pursuant to Section 2.2.1 of the Lease, Tenant shall have the
right to occupy seven (7) additional parking spaces in the Building
garage and Tenant shall pay therefor the amounts calculated in
accordance with Section 2.5.
6. LANDLORD'S RECAPTURE OF FLOOR 19. The Xxxx and Xxxx Lease provides in
Section 2.1.3 thereof that Xxxx and Xxxx has the right and option to
occupy Floor 19 as of April 1, 2005. If Xxxx and Xxxx exercises its
rights under the Xxxx and Xxxx Lease with respect to the Floor 19
Premises, then the following shall apply:
(i) Landlord shall notify Tenant on or before May 1, 2004 if Xxxx and
Xxxx exercises its right to lease Xxxxx 00 ("Xxxxxxxx'x Xxxxx 00
Xxxxxx").
(xx) The Lease will terminate with respect to the Floor 19 Premises
only as of March 31, 2005 and Tenant shall surrender the Floor 19
Premises to Landlord on or before that date in accordance with
the terms of the Lease. Landlord and Tenant expressly acknowledge
that, except for the Floor 19 Premises, the Lease will remain in
full force and effect with respect to the entire Premises then
being covered by the Lease, if any.
(iii) For the period from October 1, 2004 through March 31, 2005,
Tenant's obligation to pay Base Rent for the Floor 19 Premises
and Operating Expenses Allocable to the Floor 19 Premises and
Landlord's Tax Expenses Allocable to the Floor 19 Premises shall
be waived.
(iv) Notwithstanding any provisions of the Lease, as amended hereby,
to the contrary, Landlord's Floor 19 Notice shall be deemed to be
Landlord's Offer of Floor 16, pursuant to Section 2.1.4(b),
except that: (a) Landlord shall not be required to include an
estimate of 90% of FRV. The Annual Fixed Rent for Floor 16 for
the period of April 1, 2005 through March 31, 2007 shall be at
the rate of $12.50 per rentable square foot ($280,087.50 per
annum based on 22,407 rentable
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square feet); (b) the Annual Fixed Rent for Floor 16 for the
period of October 1, 2004 through March 31, 2005 shall be abated
fully; and (c) Landlord shall complete the improvements specified
in Amendment Exhibit B-2.
7. ADJUSTMENT OF DATES. Notwithstanding any provision of this First
Amendment to the contrary, if Landlord fails to substantially
complete Landlord's Work and to deliver either the Floor 19
Premises or Floor 16, as the case may be, to Tenant on the
applicable date set forth above, Landlord shall not be liable for
any damages caused thereby nor shall this First Amendment or the
Lease be void or voidable, but the specified dates for (a) the
commencement of the Term for the applicable space, (b) Tenant's
right to commence work on or to use the applicable space, and (c)
the commencement of Tenant's obligation to pay Base Rent for the
applicable space, Operating Expenses Allocable to the applicable
space and Landlord's Tax Expenses Allocable to the applicable
space shall be adjusted by one (1) day for each day of delay, and
all other dates shall remain as specified in this First Amendment
provided that the dates described in clause (c) above shall not
be so adjusted if Landlord's failure to substantially complete
Landlord's Work or to deliver the applicable space is a result of
the acts or omissions of Tenant. As an example, if Landlord is
unable to deliver the Floor 19 Premises as required by this First
Amendment until July 15, 1994, then the Term of the Lease for the
Floor 19 Premises, and Tenant's right to commence work on and to
use the Floor 19 Premises, shall commence on July 15, 1994, and,
provided Landlord's failure to substantially complete Landlord's
Work or to deliver the applicable space is not a result of the
acts or omissions of Tenant, then Tenant shall not be required to
pay Annual Fixed Rent, Operating Expenses Allocable to the Floor
19 Premises or Landlord's Tax Expenses Allocable to the Floor 19
Premises for the period of July 15, 1994 through January 14,
1995, but all other dates with respect to the Floor 19 Premises
including, without limitation, the date on which Tenant is
required to surrender the Floor 19 Premises (March 31, 2005 or
March 31, 2007, as the case may be) shall remain the same.
8. WAIVERS AND SUBORDINATION OF CERTAIN RIGHTS. Notwithstanding
any provision of the Lease to the contrary including, without
limitation, Sections 2.1.3(a), 2.1.4 and 2.1.5, Tenant hereby (a)
consents to ITT Sheraton's lease of Floors 13, 14, 15 and 16
through September 30, 2004; (b) subordinates its rights with
respect to Floors 13, 14 and 15 to the right to extend
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the term of the ITT Sheraton Lease, as amended, through December
31, 2008; and (c) subordinates its rights with respect to the
space on Floor 9 now occupied by Xxxxxx & Xxxxxx together with up
to an additional approximately 2,000 square feet of contiguous
space for the continuing occupancy of Xxxxxx & Xxxxxx. In
addition, Tenant hereby acknowledges that Landlord has used
diligent efforts to gain control of the Sheraton Space and the
initial L&C Space pursuant to Section 2.1.3(a) of the Lease.
9. LANDLORD'S WORK FLOORS 13, 14 AND 15. In the event Tenant leases
any of Floors 13, 14 or 15 pursuant to Section 2.1.4, then
Landlord's work on such Floors shall consist of the work
described in Section 2.1.3(c) and only those sections of Exhibit
E/F to the Lease that are set forth in Items 7 through 10 of
AMENDMENT EXHIBIT X-x, and neither the time frames nor the
penalties associated with the applicable sections of Exhibit E/F
shall be applicable.
10. CAPITALIZED TERMS. Capitalized terms used herein but not defined
shall have the meanings ascribed to them in the Lease.
11. RATIFICATION. Except as amended hereby, the terms and conditions
of the Lease shall remain unaffected and the Lease shall remain
in full force and effect.
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-Trustee,
but not individually
TENANT: THE PIONEER GROUP, INC.
By:/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, its President
hereunto duly authorized
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AMENDMENT EXHIBIT X-0
Xxxxx 00 Premises
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AMENDMENT EXHIBIT B-1
Landlord's Work on Floor 19 Premises
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Landlord's Work for the Floor 19 Premises shall consist solely of the
following:
1. Demolish the existing improvements from slab to the slab including
removal of improvements above the ceiling, provided that Landlord may
leave in place all or any portion of the sprinkler distribution
system, exit lighting and other improvements which may be required to
maintain the space in compliance with applicable safety codes and
insurance requirements, or as may be required to prevent damage to the
Building;
2. Repair the core walls, patch and prime;
3. Repair any damage caused during demolition or construction of
Landlord's Work;
4. Remove the connecting stair to the 20th floor and repair the slab;
5. Install an ADA compliant unisex restroom in a location to be selected
by Tenant and using finishes comparable to the finishes in the unisex
restrooms in Tenant's existing Premises provided that, notwithstanding
any provision of this First Amendment to the contrary, Landlord shall
not be required to have the unisex restroom substantially complete
until the later of (a) July 1, 1994 or (b) ninety (90) days after
Tenant delivers to Landlord notice of the designated location for the
unisex restroom. If the ninety (90) day period has not lapsed and
Landlord's Work other than the unisex restroom is substantially
complete, Landlord shall be entitled to deliver possession of the
Premises to Tenant and the date of such delivery shall be used for the
purpose of determining the commencement date for the Floor 19
Premises. In addition, at any time prior to Tenant giving Landlord
notice of the location for the unisex restroom, Tenant may notify
Landlord in writing of Tenant's election to install the unisex
restroom. If Tenant so elects the installation of the unisex restroom
shall no longer be part of Landlord's Work and Landlord shall
reimburse Tenant for up to Fifteen Thousand Dollars ($15,000.00) of
the cost of installing the unisex restroom using finishes comparable
to the finishes in the unisex restrooms in Tenant's existing Premises.
Landlord's reimbursement shall be made within thirty (30) days of
Tenant's delivery to Landlord of paid invoices, lien waivers, and such
other documentation as Landlord may reasonably require;
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6. Install electrical panels on Floor 19 to permit Tenant to connect its
life-safety devices as required by applicable Building codes and the
ADA;
7. Furnish and install a balancing device on Floor 19 to ensure that the
Landlord provides 0.15 cfm of fresh air per rentable square foot;
8. Provide sufficient cooling capacity for the Floor 19 Premises
including, without limitation, the following auxiliary areas: computer
rooms, telephone equipment rooms, conference rooms, special use rooms,
copy centers, word processing areas and mailrooms, as shown on the
plans submitted by Tenant and approved by Landlord, all as required
pursuant to Exhibit J, Section II. Notwithstanding the foregoing or
any other provision of the Lease or this First Amendment, Landlord
shall not be required to provide additional cooling capacity should
Tenant substantially change the configuration of the Floor 19
Premises. Any modification to the existing floor fan units or the
addition of supplemental fan coil units resulting from such a change
of configuration and/or use shall be at Tenant's sole expense;
9. The restrooms in the Floor 19 Premises shall comply with operational
standards reasonably satisfactory to Tenant and with all code
requirements as of the date possession of the Floor 19 Premises is
delivered to Tenant, including toilet exhaust. All plumbing fixtures
and water, waste and vent systems shall be in good repair and shall be
at least equal to operational standards of first-class downtown
Boston office towers;
10. Provide electrical power to the Floor 19 Premises sufficient to
comply with the provisions of Exhibit J, Section VI; and
11. If the Floor 19 Premises shall be damaged by fire or by any other
cause, risk or reason prior to Landlord's delivery of the Floor 19
Premises to Tenant, the provisions of Section 6.1 shall apply to
such space as if such space were included within the Premises,
notwithstanding the fact that Landlord shall not have delivered such
space, except that, in addition to the work set forth above,
Landlord's restoration obligation under Section 6.1 shall be limited
to restoration of such space as shell space only, meaning without
damage to the restrooms, core, exterior walls, floor slabs, steelwork,
fireproofing, window frames, mullions or other structural elements
of the Building or to the Building systems.
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Except as specifically set forth above, all improvements to the Floor 19
Premises shall be made by and at the expense of Tenant, subject to Landlord's
approval which shall not be unreasonably withheld or delayed, and subject to the
other terms and conditions of the Lease including Section 3.5.
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AMENDMENT EXHIBIT B-2
Improvements
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If Tenarnt exercises its right to lease Floor 16 pursuant to Section
2.1 4(b) of the Lease, Landlord's Work on Floor 16 shall consist solely of the
following:
1. Install an ADA compliant unisex restroom in a location to be selected
by Tenant and using finishes comparable to the finishes in the unisex
restrooms in Tenant's existing Premises provided that, notwithstanding
any provision of this First Amendment to the contrary, Landlord shall
not be required to have the unisex restroom substantially complete
until the later of (a) October 1, 2004 or (b) ninety (90) days after
Tenant delivers to Landlord notice of the designated location for the
unisex restroom. If the ninety (90) day period has not lapsed and
Landlord's Work other than the unisex restroom is substantially
complete, Landlord shall be entitled to deliver possession of the
Premises to Tenant and the date of such delivery shall be used for the
purpose of determining the commencement date for Floor 16. In
addition, at any time prior to Tenant giving Landlord notice of the
location for the unisex restroom, Tenant may notify Landlord in
writing of Tenant's election to install the unisex restroom. If Tenant
so elects the installation of the unisex restroom shall no longer be
part of Landlord's Work and Landlord shall reimburse Tenant for up to
Fifteen Thousand Dollars ($15,000.00) of the cost of installing the
unisex restroom using finishes comparable to the finishes in the
unisex restrooms in Tenant's existing Premises. Landlord's
reimbursement shall be made within thirty (30) days of Tenant's
delivery to Landlord of paid invoices, lien waivers, and such other
documentation as Landlord may reasonably require;
2. Install electrical panels on Floor 16 to permit Tenant to connect its
life-safety devices as required by applicable Building codes and the
ADA;
3. Furnish and install a balancing device on Floor 16 to ensure that the
Landlord provides 0.15 cfm of fresh air per rentable square foot;
4. Provide sufficient cooling capacity for Floor 16 including, without
limitation, the following auxiliary areas: computer rooms, telephone
equipment rooms, conference rooms, special use rooms, copy centers,
word processing areas and mailrooms, as shown on the plans submitted
by
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Tenant and approved by Landlord, all as required pursuant to Exhibit
J, Section II. Notwithstanding the foregoing or any other provision of
the Lease or this First Amendment, Landlord shall not be required to
provide additional cooling capacity should Tenant substantially change
the configuration and/or use of Floor 16. Any modification to the
existing floor fan units or the addition of supplemental fan coil
units shall be at Tenant's sole expense;
5. The restrooms in Floor 16 shall comply with operational standards
reasonably satisfactory to Tenant and with all code requirements as of
the date possession of Floor 16 is delivered to Tenant, including
toilet exhaust. All plumbing fixtures and water, waste and vent
systems shall be in good repair and shall be at least equal to
operational standards of first-class downtown Boston office towers;
6. Provide electrical power to Floor 16 sufficient to comply with the
provisions of Exhibit J, Section VI;
7. Landlord shall not be obligated to, but at its option, may remove any
then existing improvements in such space, in which event
Landlord shall repair any damages caused by such removal (unless the
repair would be rendered unnecessary by Tenant's immediate intended
use of such space), leaving such space without damage to the
restrooms, core, exterior walls, floor slabs, steelwork, fireproofing,
window frames, mullions or other structural elements of the Building
or to the Building systems; and
8. If Floor 16 shall be damaged by fire or by any other cause, risk or
reason prior to Landlord's delivery of Floor 16 to Tenant, the
provisions of Section 6.1 shall apply to such space as if such space
were included within the Premises, notwithstanding the fact that
Landlord shall not have delivered such space, except that, in addition
to the work set forth above, Landlord's restoration obligation under
Section 6.1 shall be limited to restoration of such space as shelf
space only, meaning without damage to the restrooms, core, exterior
walls, floor slabs, steelwork, fireproofing, window frames, mullions
or other structural elements of the Building or to the Building
systems.
Except as specifically set forth above, all improvements to Floor 16 shall
be made by and at the expense of Tenant, subject to Landlord's approval which
shall not be unreasonably withheld or delayed, and subject to the other terms
and conditions of the Lease including Section 3.5.
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CONSENT OF LENDERS
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The undersigned hereby acknowledge notice of the First Amendment to Lease
between Trustees of 00 Xxxxx Xxxxxx Trust and The Pioneer Group, Inc. dated
January 31, 1994 and consent thereto.
TRUST COMPANY OF THE WEST, a
California corporation, as trustee
for TCW REALTY FUND VA, as tenant
in common
By: /s/
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Authorized signatory
By: /s/
--------------------------------
Authorized signatory
TCW REALTY FUND VB, a California
limited partnership, as tenant in
common
By: TCW ASSET MANAGEMENT COMPANY,
a California corporation, as
General Partner
By: /s/
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Authorized signatory
By: /s/
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Authorized signatory
By: WESTMARK REAL ESTATE INVESTMENT
SERVICES, a California general
partnership, as General Partner
By: /s/
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Authorized signatory
By: /s/
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Authorized signatory
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CONSENT OF LENDERS
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The undersigned hereby acknowledge notice of the First Amendment to Lease
between Trustees of 00 Xxxxx Xxxxxx Trust and The Pioneer Group, Inc. dated
January , 1994 and consent thereto.
TEACHERS INSURANCE ANNUITY
ASSOCIATION OF AMERICA
By: /s/
--------------------------------
its
hereunto duly authorized
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