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Exhibit 10.9.2
FOURTH AMENDMENT OF LEASE
The Parties agree to the following, effective as of the date of this
instrument:
SECTION I. THE PARTIES.
1.1 CAMBRIDGE ONE COMMERCIAL PLAZA, LLC, a Connecticut limited
liability company with a place of business in care of Cambridge Realty Partners,
LLC, 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, is hereinafter referred
to as "LANDLORD".
1.2 FIRST INTERNATIONAL BANK (formerly First National Bank of New
England and later First International Bank, National Association), now a state
banking association with a place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000, is hereinafter referred to as "TENANT".
SECTION II. THE LEASE.
Landlord and Tenant entered into a Lease Agreement dated as of June 1,
1997, for premises in the building located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxx, which Lease Agreement was amended by a First Amendment of Lease
dated November 30, 1998 (the "FIRST AMENDMENT"), a Second Amendment of Lease
dated as of March 26, 1999 (the "SECOND AMENDMENT"), and a Third Amendment of
Lease dated as of October 29, 1999 (the "THIRD AMENDMENT"). The Lease Agreement,
as so amended, is referred to herein as the "LEASE". All terms defined in the
Lease shall have the same meaning in this instrument unless redefined in this
instrument.
SECTION III. AMENDMENTS TO THE LEASE.
3.1 AMENDMENT AND RESTATEMENT OF SECTION 1.2 OF THE LEASE.
The parties agree that, effective as of March 31, 2000, all of Tenant's
rights and all of its obligations to lease Expansion Space C shall terminate and
be of no further force or effect. Accordingly, Expansion Space C shall not be
added to the Premises on April 1, 2000. Tenant hereby surrenders to Landlord all
rights it may have in and to Expansion Space C. Tenant shall have no further
rights of expansion, except as may expressly be stated in this Amendment.
References to Exhibit B-7 are hereby deemed deleted from the Lease; references
to Exhibit B-1 are deemed deleted from the Lease by the terms of the Second
Amendment.
Therefore, Section 1.2 of the Lease (as amended by the First Amendment,
Second Amendment, and Third Amendment) is deleted in its entirety and the
following is substituted in lieu thereof, amending and restating Section 1.2:
Section 1.2 The Premises
Landlord hereby leases to Tenant, and Tenant hereby
accepts from Landlord, the following premises, each designated
as set forth below (collectively, the "PREMISES"):
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Office Space:
Fourth Floor Space 25,018 rentable square feet on the
fourth floor
Original Twelfth Floor Space 9,311 rentable square feet on the
twelfth floor
Expansion Space A 9,635 rentable square feet on the
twelfth floor
Expansion Space B 6,323 rentable square feet on the
----- twelfth floor
TOTAL 50,287
Storage Space:
Storage Space 224 rentable square feet on the
twelfth floor
Additional Storage Space 469 rentable square feet on the
--- concourse floor
TOTAL 693
The foregoing spaces correspond to the hatched areas shown on
Exhibits X-0, X-0, X-0, X-0, X-0, and B-8 (added by the Second
Amendment), respectively, and such spaces are hereinafter
referred to as designated above.
3.2 AMENDMENT TO SECTION 2.1. OF THE LEASE.
Section 2.1 of the Lease is amended by deleting the Expiration Date of
"December 31, 2003" (as provided in Section of the Third Amendment) and
substituting "December 31, 2006" in lieu thereof in order to extend the Term of
the Lease by three years.
3.3 DELETION OF SECTION 2.2 OF THE LEASE.
Section 2.2 of the Lease, as amended by the First Amendment and Third
Amendment, is hereby deleted in its entirety.
3.4 AMENDMENT TO SECTION 3.1 OF THE LEASE.
Section 3.1 of the Lease (as amended by the Second Amendment and the
Third Amendment) is hereby deleted in its entirety, and the following is
substituted in lieu thereof:
Section 3.1 Base Rent
(a) Tenant shall pay Landlord as base rent
(the "BASE RENT") for each year during the Term the sum of the
amounts set forth below as Office Space Base Rent and Storage
Space Base Rent, payable in equal monthly installments due in
advance on the first day of each month during the Term.
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OFFICE SPACE BASE RENT:
Year Per RSF Annual Monthly
---- ------- ------ -------
2000 15.82 $ 795,406.50 $66,283.88
2001 17.00 $ 854,879.00 $71,239.92
2002 18.25 $ 917,737.75 $76,478.15
2003 19.50 $ 980,596.50 $81,716.38
2004 20.00 $1,005,740.00 $83,811.67
2005 20.50 $1,030,883.50 $85,906.96
2006 21.00 $1,056,027.00 $88,002.25
STORAGE SPACE BASE RENT:
Years Per RSF Annual Monthly
----- ------- ------ -------
All 10.00 $ 6,930.00 $ 577.50
(b) If the Commencement Date is not the
first day of a month, the installment of Base Rent for the
initial partial month shall be equitably prorated and shall be
due in advance.
(c) Tenant shall also pay all sales taxes
and all other governmental fees, charges, or taxes on the Base
Rent (excluding any federal or state income taxes owed by
Landlord). All payments required under this Lease, other than
Base Rent, shall be deemed to be additional rent.
3.5 DELETION OF SECTION 3.2. TO THE LEASE
Section 3.2. of the Lease (as amended by the First Amendment) is hereby
deleted in its entirety.
3.6 DELETION OF SECTION 3.3. TO THE LEASE
Section 3.3. of the Lease (added by the Third Amendment) is hereby
deleted in its entirety.
3.7 AMENDMENT TO SECTION 4.1(a) OF THE LEASE
Subsection (a) of Section 4.1 of the Lease (as amended by the Third
Amendment) is deleted in its entirety, and the following is substituted in lieu
thereof:
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(a) Tenant shall pay Landlord as additional
rent throughout the Term 7.500 PERCENT ("TENANT'S SHARE") of
the amount (the "INCREMENTAL OPERATING EXPENSES") by which
annual Operating Expenses (as defined below) incurred by
Landlord during each calendar year exceed Operating Expenses
for calendar year 1997 (the "BASE OPERATING EXPENSES").
Tenant's Share is equal to the proportion that the rentable
square foot area of the Premises bears to the total rentable
square foot office area of the Building.
3.8 AMENDMENT OF SECTION 4.1(d)(i) OF THE LEASE.
Subsection (d) (i) of Section 4.1 of the Lease is deleted in its
entirety from the Lease, and the following is substituted in lieu thereof:
(d) (i) Tenant shall pay Landlord as additional rent
throughout the Term 14.303 PERCENT ("TENANT'S ELECTRIC SHARE")
of the amount by which annual Electric Expenses (as defined
below) incurred by Landlord during each calendar year exceed
Electric Expenses for calendar year 1997 (the "BASE ELECTRIC
EXPENSES"). Tenant's Electric Share shall be equal to a
fraction. The numerator of the fraction is the rentable square
foot area of the Premises. The denominator of the fraction is
of the net rentable square foot office area of the Building
excluding (1) those leasable spaces as to which the tenants'
electricity usage is billed by the provider directly to the
tenants of the spaces; and (2) those leasable spaces for which
the tenants' electricity usage is measured by submeters and
the periodic electricity charge for the area is based on the
usage for the period as indicated by the submeters. The
fraction that is Tenant's Electric Share may change annually
or otherwise from time to time during the Term and shall be
adjusted in the event the numerator or the denominator of the
fraction changes.
3.9 DELETION OF SECTION 4.3 OF THE LEASE.
Section 4.3 of the Lease is hereby deleted in its entirety from the
Lease.
3.10 AMENDMENT OF SECTION 6.1 OF THE LEASE.
The final paragraph of Section 6.1, which was added by the First
Amendment, is hereby deleted in its entirety from the Lease.
3.11 AMENDMENT TO ARTICLE 34 OF THE LEASE.
The parties acknowledge and agree that, due to the extensions of the
Term effected by the Third Amendment and by this Amendment, the First Extension
Option contained in Article 34 of the Lease shall no longer to be available to
Tenant at the end of the initial term of the Lease and that, instead, the Second
Extension Option shall be available to Tenant immediately following the end of
the Initial Term, on all the terms and subject to all the conditions set forth
in Article 34. Accordingly, Article 34 shall be construed as if the First
Extension Option had been properly exercised by the execution of this
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Amendment.
The clarification stated in the Third Amendment is superseded
by this Section 3.10 of this Amendment.
3.12 ADDITION OF ARTICLE 38 TO THE LEASE.
ARTICLE 38 - RIGHT OF FIRST OFFER
Section 38.1 Right of First Offer
(a) Following the Commencement Date, Tenant
shall have the right of first offer to lease (the "FIRST OFFER
OPTION") any space on the 11th floor of the Building other
than the Premises (the "FIRST OFFER SPACE") that Landlord
desires to offer for lease.
(b) In the event that, at any time
subsequent to the Commencement Date, Landlord determines that:
(i) the First Offer Space is or
shall become available for lease to third
parties, and
(ii) all other then existing tenants
of the Building with first offer, first
refusal, or expansion rights with regard to
such First Offer Space elect not to exercise
such rights, and
(iii) Tenant has not assigned all or
any portion of the Lease or interest in the
Lease or sublet all or any portion of the
Premises, and
(iv) there exists no Event of
Default under this Lease;
Landlord shall give Tenant written notice (the "FIRST OFFER
NOTICE") of such availability and the date any existing tenant
or occupant is expected to vacate any First Offer Space and
such other information as is required by subsection (c)
hereof; provided, however, Tenant acknowledges that the
availability of any such First Offer Space shall be subject to
the condition that any then existing tenant or occupant of
such First Offer Space vacate such First Offer Space.
(c) The First Offer Notice will include the basic
economic terms, including but not limited to Landlord's
determination of the annual base rent, additional rent,
proportionate share of Project Expenses, the lease term, and
the tenant improvement allowance, if any (collectively, the
"ECONOMIC TERMS") upon which Landlord is willing to lease the
First Offer Space to Tenant or to a third party, and shall
identify the available space,
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date of availability, and proposed rent commencement date.
(d) If Tenant elects to exercise its First Offer
Option, it shall do so by delivering written notice to
Landlord within thirty (30) days immediately following
Landlord's delivery of the First Offer Notice that it
unconditionally accepts the Economic Terms and other terms in
the First Offer Notice (the "TENANT'S EXERCISE NOTICE"),
except that the lease term with respect to the First Offer
Space shall be determined as follows:
(i) If the First Offer Notice is given when
more than three years remain in the Term and Tenant accepts
the terms in the First Offer Notice by giving the Tenant's
Exercise Notice, the lease term for the First Offer Space
shall be co-terminous with the Term and subject to the
Extension Option provided under Article 34;
(ii) If the First Offer Notice is given when
less than three years remain in the Term and the Second
Extension Option is available to Tenant under Article 34 and
Tenant accepts the terms in the First Offer Notice by giving
the Tenant's Exercise Notice, Tenant shall be deemed to have
agreed to extend the Term of this Lease pursuant to the
Extension Option under Article 34, and the lease term for the
First Offer Space shall be co-terminous with the Term as so
extended; and
(iii) If the First Offer Notice is given
when less than three years remain in the Term and the Second
Extension Option is no longer available to Tenant under
Article 34 and Tenant accepts the terms in the First Offer
Notice by giving the Tenant's Exercise Notice, the lease term
for the First Offer Space shall be co-terminous with the Term.
Section 38.2 Lease Amendment
Tenant shall enter into a lease amendment with
Landlord within twenty (20) days immediately following
delivery of Tenant's Exercise Notice in accordance with this
Article 38, and, Tenant shall be obligated to start paying
rent for the First Offer Space on the earlier of the date
Tenant occupies the First Offer Space for its ordinary
business purposes or the date that is one hundred twenty (120)
days after the date the First Offer Notice was given. The
parties agree that the lease amendment shall not change the
provisions of this Lease except to the extent that the terms
of the First Offer Notice would necessitate changes.
Section 38.3 No Further Obligation
In the event that Tenant fails to exercise the First
Offer Option by giving the Tenant's Exercise Notice or, having
given the Tenant's Exercise Notice, Tenant fails to enter into
a lease amendment, in accordance with the terms and conditions
hereof: (i) Landlord shall thereafter have no further
obligation to offer, negotiate, or lease the space identified
in the First Offer
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Notice to Tenant; and (ii) Landlord shall thereafter have the
right to lease (without limitation as to rentable square
footage) such First Offer Space to other tenants and
prospective tenants without such rights being subject to
Tenant's First Offer Option.
3.12 DELETION OF EXHIBIT D-1
Exhibit D-1, the Expansion Space C Work Letter Agreement, which was
added to the Lease by the First Amendment, is hereby deleted from the Lease. The
parties agree that the Expansion Space C Work Letter Agreement is terminated and
of no further force or effect and that neither party shall have any rights or
obligations arising thereunder. All references in the Lease to Exhibit D-1 are
hereby deleted.
SECTION IV. BROKERS.
Each party covenants, warrants and represents that it has not dealt
with any real estate broker or salesman in the finding, negotiation or execution
of this instrument. Each party agrees to indemnify and hold the other party
harmless against any and all claims for any brokerage commissions and/or any
finder's fee and all costs, expenses and liabilities in connection therewith,
including without limitation, attorneys' fees, court costs and expenses, arising
out of any dealings or negotiations the indemnifying party had with any broker
and/or finder in the finding, negotiation or execution of this instrument.
SECTION V. GENERAL CLAUSES.
5.1 Except as modified by this instrument, Landlord and Tenant ratify
and confirm the terms of this Lease.
5.2 Terms defined in the Lease shall have the same meaning in this
instrument as in the Lease unless redefined in this instrument.
5.3 The Lease and this instrument are binding on Landlord and Tenant
and their respective heirs, successors and assigns.
5.4 Tenant's obligation to pay amounts due and owing prior to
termination or expiration of the Lease shall survive such termination or
expiration.
5.5 The word "includes" means "includes without limitation". The word
"include" means "include without limitation". The word "any" means "any and
all". The word "until" means "unless and until".
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of April 1, 2000.
Witnessed by:
LANDLORD:
CAMBRIDGE ONE COMMERCIAL PLAZA, LLC
By: One Commercial Management, LLC,
Its Managing Member
By: Levstone Commercial Management Corp.,
Its Managing Member
By /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
TENANT:
FIRST INTERNATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
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