Exhibit 10(t)
LEASE AMENDMENT AGREEMENT
-------------------------
This Lease Amendment Agreement made as of the 29th day of April, 1991,
by GBD/Odyssey Limited Partnership (also known as GBD/Odyssey Associates
Limited Partnership), a Massachusetts limited partnership whose address is
Xxx Xxxxxxxxxx Xxxxxx -Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (hereafter
called "Lessor") and Westerbeke Corporation, a Delaware corporation with
offices at 00 Xxxxx Xxxxx, Xxxx, Xxxxxxxxxxxxx 00000 (hereafter called
"Lessee"),
WITNESSETH:
-----------
WHEREAS, pursuant to the terms of the Commercial Lease, a photocopy of
which is annexed hereto, (hereafter called the "Lease"), Lessor leased to
Lessee approximately 15,680 square feet of building space (hereafter called
the "Leased Premises") located at 00 Xxxxxx Xxxx, Xxxx, Xxxxxxxxxxxxx, with
the term commencing on or about January 1, 1988 and expiring on December 31,
1989; and
WHEREAS, pursuant to the provisions of Section 29 of the Lease, the
Lease was extended for a two year period commencing on January 1, 1990 and
expiring on December 21, 1991; and
WHEREAS, Lessee and Lessor have negotiated in good faith an extension
of the Lease term on terms and conditions different than those provided for
in the Lease, all as set forth hereinafter.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, Lessor and Lessee hereby amend the Lease,
effective as of the date first written above as follows:
1. Term. The original term of the Lease contained in Section 3 of
the Lease shall be amended to be a term of seven (7) years commencing on
January 1, 1988 and expiring on December 31, 1994. Notwithstanding the
foregoing, Lessee shall have the right to terminate the Lease with six
months prior notice provided that (i) such notice is provided in writing,
(ii) such notice shall not be given to Lessor prior to January 1, 1993,
(iii) a check for Eighteen Thousand ($18,000) Dollars, as additional rent in
consideration only of Lessee's exercising such right to terminate, shall be
included with such notice, (iv) the Lessee is not in default beyond any
applicable grace period in the performance of any material obligation of
Lessee under the Lease as of the date of Lessee's notice to Lessor and (v)
the Lessee shall faithfully continue to fulfill all of its obligations under
the Lease after such notice including the payment of any rent or additional
rent as the same may become due prior to the early termination of the Lease.
2. Annual Rent. Section 4 shall be deleted in its entirety and the
following clause shall be substituted in its place: "Lessee shall pay to
Lessor rent at the rate of Seventy-four Thousand Four Hundred Eighty Dollars
($74,480) per year for the first five years of the term, paid on the first
of the month in advance in monthly installments at the rate of Six Thousand
Two Hundred Sixty Dollars and Sixty-Seven Cents ($6260.67). Lessee shall
pay to Lessor rent at the rate of Seventy-six Thousand Eight Hundred Thirty-
two Dollars ($76,832) per year during the sixth year of the Lease Term, paid
on the first of the month in advance in monthly installments at the rate of
Six Thousand Four Hundred Two Dollars and Sixty-Seven Cents ($6402.67).
Lessee shall pay to Lessor rent at the rate of Eighty Thousand Seven Hundred
Fifty-Two Dollars ($80,752.00) per year during the seventh year of the term,
paid on the first of the month in advance in monthly installments at the
rate of Six Thousand Seven Hundred Twenty-nine Dollars and Thirty Four Cents
($6729.34). The rent and other sums payable by Lessee hereunder shall be
paid without notice or demand, and without abatement, deduction, setoff,
reduction or suspension, except as expressly provided in this lease."
3. Option to Extend. The entire Section 29 of the Lease shall be
deleted in its entirety.
4. Nondisturbance of Lessee. Section 14 of the Lease shall be
amended by adding the following at the end thereof:
As a condition of Lessee's delivering such a subordination instrument
as contemplated in the preceding sentence, Lessor shall deliver to
Lessee a nondisturbance and attornment agreement (a "Nondisturbance
Agreement") executed by Lessee and any party (a "Mortgagee') holding a
mortgage, deed of trust, any other instrument in the nature of a
mortgage or any instrument effecting an assignment of rents and/or
leases (each, a "Security Instrument") covering any portion of the
Leased Premises, and (a) with respect to any Security Instrument which
affects the Leased Premises as of March 31, 1991, Lessor shall use its
best efforts to deliver to Lessee a Nondisturbance agreement and (b)
with respect to any Security Instrument which affects the Leased
Premises after March 31, 1991, Lessor shall deliver to Lessee a
Nondisturbance Agreement at the request of the Lessee. Such
Nondisturbance Agreement shall provide (a) that in the event of an
entry by the Mortgagee pursuant to its Security Instrument, a
foreclosure of the Security Instrument, the Mortgagee's taking
possession of any portion of any portion of the Leased Premises by
deed in lieu of the Mortgagee's exercising its rights under the
Security Instrument, or the exercise by the Mortgagee of any of its
rights under the Mortgage, (i) the Mortgagee shall not disturb
Lessee's right of possession of the Leased Premises under the terms of
this Lease so long as Lessee is not in default beyond any applicable
grace period in the performance of its obligations under this Lease,
and (ii) Lessee will attorn to and recognize the Mortgagee and any
successor in interest to the Mortgagee, including any purchaser at
foreclosure, as its landlord under this Lease for the remainder of the
term of this Lease (as the same may be modified by the terms of this
Lease) upon the same terms and conditions as are set forth in this
Lease and Lessee will pay and perform all of its obligations as tenant
pursuant to this lease, and (b) such other terms and conditions as the
Mortgagee or Lessee shall reasonably request.
5. No Defaults. Each of Lessor and Lessee agrees that, as of the
date hereof, the Lease is in full force and effect, that, to the best of its
knowledge, no default by the other party exists, and that the Lessee has
paid to Lessor all amounts of rent, additional rent and other sums payable
to Lessor by Lessee which are due and payable under the Lease.
6. Miscellaneous. (a) The Lease is hereby amended so that each and
every reference therein to the Lease shall be deemed to refer to the Lease
as amended hereby. (b) Except as modified herein, all terms and conditions
of the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Lease
Amendment Agreement as of the date first written above.
LANDLORD: TENANT:
GBD/ODYSSEY WESTERBEKE CORPORATION
LIMITED PARTNERSHIP
By Its General Partner, Odyssey
Associates Limited Partnership
BY: /s/ Xxxxxxxxxxx Xxxxxxx BY: /s/ Xxxxxxx Xxxxxxxxx
Xxxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx
General Partner
westbk
