Exhibit 10.3
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this "Amendment") is made and entered into
as of the 25th day of June, 2001, by and between BROOKHAVEN (NASHUA), LLC, a
Delaware limited liability company, successor in interest to K/B Opportunity
Fund I, L.P. (the "Landlord") and CRITICAL CARE SYSTEMS, INC., a Delaware
corporation (the "Tenant").
RECITALS
A. Tenant and K/B Opportunity Fund I, L.P. entered into a Lease Agreement
effective as of August 4, 1996, for certain premises consisting of approximately
4,574 rentable square feet located on the fifth (5th) floor of the Building
commonly known as Suite 501 (the "Initial Premises"), at 00 Xxxx Xxxxx Xxxx,
Xxxxxx, Xxx Xxxxxxxxx 00000, as amended by that certain Amendment to Lease (the
"First Lease Amendment") effective as of June 4, 2001 pursuant to which Tenant
leased an additional 3,008 rentable square feet located on the fifth (5th) floor
of the Building commonly known as Suite 502 (the "Additional Premises"; the
Initial Premises and the Additional Premises are sometimes collectively referred
to herein as the "Existing Premises") (as amended, said lease herein the
"Lease");
B. Landlord and Tenant desire to amend the Lease on the terms stated
herein in order to reflect the addition of those certain premises consisting of
approximately 785 rentable square feet located on the fifth (5th) floor of the
Building as shown on Exhibit A attached hereto and incorporated herein commonly
known as Suite 500 (the "Expansion Premises", the Existing Premises and the
Expansion Premises are sometimes collectively referred to herein as the
"Premises").
AGREEMENT
NOW, THEREFORE, for the consideration provided for below and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Landlord and Tenant hereby agree to amend the Lease, effective as
of the date hereof, as follows:
1) Unless otherwise defined herein, all terms with initial capital letters
shall have the same meaning ascribed to such terms in the Lease.
2) Except as otherwise stated in this Amendment, the lease of the Expansion
Premises shall be on the same terms and conditions as are provided for the
Existing Premises in the Lease.
3) The "Second Amendment Commencement Date" shall mean the date on which the
Expansion Space Tenant Improvements (as hereinafter defined) to be
conducted within the Expansion Premises are substantially complete. For
the purposes of this paragraph, the phrase "substantially complete" shall
mean the date that the Expansion Space Tenant Improvements are reasonably
complete (and being prior to the completion of any touchup or finish work
requested by Tenant, if necessary).
4) From and after the Second Amendment Commencement Date, Section 2(b) of the
Lease is amended to state as follows:
(b) Premises: The Premises consists of the Initial
Premises as outlined on Exhibit B attached
to the Lease, the Additional Premises
outlined on Exhibit A attached to the First
Lease Amendment and the Expansion Premises
as outlined on Exhibit A attached to this
Amendment.
5) From and after the Second Amendment Commencement Date, Section 2(d) of the
Lease is amended to state as follows:
(d) Tenant's Rentable
Square Feet: Approximately 8,367 rentable square feet of
floor area.
6) From and after the Second Amendment Commencement Date, Section 2(f) of the
Lease is amended to state as follows:
(f) Tenant's Proportionate
Share: 14.25%, which is the percentage obtained by
dividing (i) Tenant's Rentable Square Feet
by (ii) the total Rentable Square Feet in
the Building.
7) From and after the Second Amendment Commencement Date, Section 2(j) of the
Lease is amended to state as follows:
(j) Base Rent:
Rate Per Rentable Monthly
Lease Years Square Foot of Premises Installment
----------- ----------------------- -----------
Second Amendment
Commencement Date
-5/31/2002 $21.00 $14,642.25
6/1/2002-5/31/2003 $21.00 (Existing Premises)
$21.50 (Expansion Premises) $14,674.96
6/1/2003-5/31/2004 $23.50 (Existing Premises)
$22.00 (Expansion Premises) $16,287.25
6/1/2004-5/31/2005 $26.00 (Existing Premises)
$22.50 (Expansion Premises) $17,899.55
6/1/2005-6/24/2006 $26.00 (Existing Premises)
$23.00 (Expansion Premises) $17,932.25
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8) From and after the Second Amendment Commencement Date, Section 2(t) of the
Lease is amended to state as follows:
(t) Tenant's Electricity
Share 64.03%, which is the percentage obtained by
dividing (A) Tenant's Rentable Square Feet
in the Premises by (B) the total rentable
square feet of floor area on the fifth
floor of the Building.
9) The "Expansion Space Tenant Improvements" shall mean (i) paint and (ii)
the installation of new carpeting, within the Expansion Premises. The
Existing Space Tenant Improvements shall be substantially similar in
quality, color and design as the paint and carpeting installed within the
Existing Premises. The Expansion Space Tenant Improvements shall be
conducted by Landlord, at Landlord's sole cost and expense.
10) Tenant represents and warrants to Landlord that Tenant has not dealt with
any brokers other than Xxxxxxx and Xxxxxxxxx of New Hampshire, Inc., who
represents the Landlord (the "Broker"). Landlord shall pay the Broker a
commission pursuant to a separate agreement. Tenant shall indemnify,
defend and hold Landlord harmless from any claims, loss, cost or damage
which Landlord may incur as a result of the breach of Tenant's
representation and warranty contained herein.
11) Except as modified hereby, the terms, conditions and provisions of the
Lease shall be and remain in full force and effect and as hereby modified,
the Lease is ratified and confirmed.
[signatures on following page]
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IN WITNESS WHEREOF, Landlord and Tenant each have caused this Amendment to
be executed as of the date and year first above written.
LANDLORD:
BROOKHAVEN (NASHUA), LLC, a Delaware
limited liability company
By: Lend Lease Real Estate Investments,
Inc., a Delaware corporation, its manager
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxx
------------------------------
Title: Investment Manager
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TENANT:
CRITICAL CARE SYSTEMS, INC., a Delaware
corporation
By: /s/ Xxxx X. XxXxxxxxx
-------------------------------------
Name: Xxxx X. XxXxxxxxx
------------------------------
Title: President
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EXHIBIT A
Expansion Premises
[Floor Plan of Additional Leased Space]
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