Exhibit 10.8
AMENDMENT NO. 2 TO AGREEMENT OF LEASE
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THIS AMENDMENT OF LEASE, made as of the 30/th/ day of November, 1998,
between RIVERFRONT OFFICE PARK ASSOCIATES II LIMITED PARTNERSHIP, a
Massachusetts limited partnership (hereinafter referred to as "Landlord") and
MAINSPRING COMMUNICATIONS, INC., a Delaware corporation (hereinafter referred to
as "Tenant").
WITNESSETH THAT:
WHEREAS, Landlord and Tenant are parties to an Agreement of Lease dated as
of July 31, 1996 as amended by Amendment No. 1 to Agreement of Lease dated
September, 1998 ("Amendment No. 1") (said Agreement of Lease, as amended by
Amendment No. 1, being hereinafter referred to as the "Lease"); and
WHEREAS, the parties hereto wish to further amend the Lease as set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
Lease is hereby amended as follows:
1. Effective as of December 1, 1998, the 6,979 square feet of rentable
space on the seventh (7th) floor of the Building, as shown on the plan
attached hereto as Exhibit A and made a part hereof (the "Seventh Floor
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Recaptured Space"), shall be eliminated from the Demised Premises for a
period commencing on such date and ending on November 30, 1999.
2. Effective on December 1, 1999, the Seventh Floor Recaptured Space, in
its then current "AS IS" condition, shall be added to, and again constitute
a part of, the Demised Premises.
3. Effective as of December 1, 1998, Article 1.(18) of the Lease is
hereby amended to read in its entirety as follows:
"(18) Yearly Fixed Rent: (a) For the period from December 1, 1998
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through November 30, 1999:
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$371,351.43 per annum, based upon a
rental rate of (i) $25.47 per square
foot per annum for the 7,069 rentable
square feet constituting that portion of
the Demised Premises initially leased by
Tenant under this Lease and (ii) $36.00
per square foot per annum for the 5,314
rentable square feet constituting that
portion of the 0000 Xxxxxxx
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Xxxxx Expansion Space (as defined in
Amendment No. 1) which is exclusive of
the Seventh Floor Recaptured Space.
(b) For the period from December 1, 1999
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through August 14, 2001: $622,595.43 per
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annum, based upon a rental rate of (i)
$25.47 per square foot per annum for the
7,069 rentable square feet constituting
that portion of the Demised Premises
initially leased by Tenant under this
Lease and (ii) $36.00 per square foot
per annum for the 12,253 rentable square
feet constituting the 1998 Seventh Floor
Expansion Space.
(c) For the period from August 15, 2001
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through November 30, 2002:
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$697,032.00 per annum, based upon a
rental rate of $36.00 per square foot
per annum. "
4. Effective as of December 1, 1998, Article 1.(9) of the Lease is hereby
amended to read in its entirety as follows:
"Parking Spaces: Twelve (12)."
5. Effective as of December 1, 1999, Article 1.(9) of the Lease is hereby
amended to read in its entirety as follows:
"Parking Spaces: Nineteen (19)."
6. Effective as of December 1, 1998, Section 6.4 of the Lease is hereby
amended to read in its entirety as follows:
"6.4 Tenant's Proportionate Share. (a) Tenant's proportionate share
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of taxes pursuant to Section 6.2 and operating expenses pursuant to
Section 6.3, respectively, with respect to the original 7,069 square
feet of Rentable Area of the Demised Premises shall be 2.17% (7,069
square feet divided by 326,470 square feet) and 2.20% (7,069 square
feet divided by 321,917 square feet), respectively.
(b) In addition, Tenant's proportionate share of taxes pursuant
to Section 6.2 with respect to that portion of the 1998 Seventh Floor
Expansion Space which is exclusive of the Seventh Floor Recaptured
Space shall be 1.63% (5,314 square feet divided by 326,470 square
feet) of the amount of said taxes imposed against the Building and
Land in excess of those imposed for the fiscal
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tax year ending June 30, 1999, prorated with respect to any portion of
a fiscal tax year in which the Term of this Lease ends.
(c) In addition, Tenant's proportionate share of operating
expenses pursuant to Section 6.3 with respect to that portion of the
1998 Seventh Floor Expansion Space which is exclusive of the Seventh
Floor Recaptured Space shall be 1.65% (5,314 square feet divided by
321,917 square feet) of the amount of said operating expenses
(determined in accordance with the provisions of Section 6.3) incurred
by Landlord in the operation and maintenance of the Building and the
Land in excess of those incurred by Landlord for the calendar year
1998, prorated with respect to any portion of a year in which the Term
of this Lease ends.
7. Effective as of December 1, 1999, Section 6.4 of the Lease is hereby
amended to read in its entirety as follows:
"6.4 Tenant's Proportionate Share. (a) Tenant's proportionate share
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of taxes pursuant to Section 6.2 and operating expenses pursuant to
Section 6.3, respectively, with respect to the original 7,069 square
feet of Rentable Area of the Demised Premises shall be 2.17% (7,069
square feet divided by 326,470 square feet) and 2.20% (7,069 square
feet divided by 321,917 square feet), respectively.
(b) In addition, Tenant's proportionate share of taxes pursuant
to Section 6.2 with respect to the 1998 Seventh Floor Expansion Space
shall be 3.77% (12,293 square feet divided by 326,470 square feet) of
the amount of said taxes imposed against the Building and Land in
excess of those imposed for the fiscal tax year ending June 30, 1999,
prorated with respect to any portion of a fiscal tax year in which the
Term of this Lease ends.
(c) In addition, Tenant's proportionate share of operating
expenses pursuant to Section 6.3 with respect to the 1998 Seventh
Floor Expansion Space shall be 3.82% (12,293 square feet divided by
321,917 square feet) of the amount of said operating expenses
(determined in accordance with the provisions of Section 6.3) incurred
by Landlord in the operation and maintenance of the Building and the
Land in excess of those incurred by Landlord for the calendar year
1998, prorated with respect to any portion of a year in which the Term
of this Lease ends.
8. As used herein all capitalized terms shall have the same meaning as
used in the Lease, except as otherwise expressly set forth in this
Amendment. Except as herein modified, the Lease is hereby ratified and
confirmed in all respects.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be
executed under seal, all as of the day and year first above written.
RIVERFRONT OFFICE PARK ASSOCIATES II LIMITED
PARTNERSHIP
By: DARVEL REALTY TRUST
Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Vice President
MAINSPRING COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxx (12/22/98)
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Its: Senior Vice President, Finance and
Operations
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Exhibit A
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Floor Plan
