FIRST AMENDMENT TO LEASE
Exhibit 10.15.2
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE dated as of this 29th day of June, 2007
by and between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”)
and PAREXEL INTERNATIONAL LLC, a Delaware limited liability company (as successor-in-interest to
Parexel International Corporation “Tenant”).
RECITALS
WHEREAS, by lease dated November 17, 1998 (as amended by the letter agreement described below,
the “Lease”) Landlord did lease to Tenant and Tenant did hire and lease from Landlord certain
premises containing 129,199 square feet of rentable floor area (the “Rentable Floor Area of the
Initial Premises”) in the building (the “Building”) known as and numbered 000 Xxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxxx (referred to in the Lease as the “Premises” or “Tenant’s Space” and hereinafter
sometimes referred to as the “Initial Premises”).
WHEREAS, Landlord and Tenant entered into a certain letter agreement dated June 15, 2001
regarding Tenant’s leasing of an additional 18,545 square feet of rentable floor area (the
“Rentable Floor Area of the Expansion Premises”) located on the first (1st) floor of the
Building (the “Expansion Premises”) pursuant to Section 2.1.3 of the Lease. The Initial Premises
and the Expansion Premises are hereinafter referred to collectively as the “Existing Premises” and
the Rentable Floor Area of die Initial Premises and the Rentable Floor Area of the Expansion
Premises are hereinafter referred to collectively as the “Rentable Floor Area of the Existing
Premises.”
WHEREAS, on or about the date hereof, Landlord and Tenant have executed or will execute a
certain lease amendment (the “000 Xxxx Xxxxxx Lease Amendment”) with respect to Tenant’s existing
premises in the building known as and numbered 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx (the “000
Xxxx Xxxxxx Premises”).
WHEREAS, to provide Tenant with a period of time within which to complete certain tenant
improvements in the 000 Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxx and Tenant have agreed to extend the Term of
the Lease upon all of the same terms and conditions set forth in the Lease except as set forth in
this First Amendment to Lease (the “First Amendment”).
WHEREAS, Tenant has requested that Landlord reduce the size of the Existing Premises during
the extension period described in the immediately preceding paragraph by subtracting therefrom the
56,494 square feet of rentable floor area (the “Rentable Floor Area of the Relinquished Premises”)
shown on Exhibit A attached hereto as the relinquished premises (the “Relinquished Premises”) so
that the remaining space demised to Tenant under the Lease shall be the 91,250 square feet of
rentable floor area (the “Rentable Floor Area of the Remaining Premises”) shown on said Exhibit A
as the remaining premises (the “Remaining Premises”).
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Landlord and Tenant are entering into this instrument to set forth said agreement to extend
the Term of the Lease, to reduce the size of the Existing Premises and to further amend the Lease.
NOW,
THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable
consideration in hand this date paid by each of the parties to the other, the receipt and
sufficiency of which are hereby severally acknowledged, and in further consideration of the mutual
promises herein contained, Landlord and Tenant hereby agree to and with each other as follows:
1. (a) The Term of the Lease, which but for this First Amendment is scheduled to
expire on April 30, 2009, is hereby extended for a period commencing on May 1, 2009 and expiring on
August 31, 2009 (the “Extended Term”), unless sooner terminated in accordance with the provisions of
the Lease or extended pursuant to the provisions of subsection (b) below, upon all the same terms
and conditions contained in the Lease as herein amended.
(b) Notwithstanding the foregoing, in the event that Landlord has not provided Tenant
with written notice that it has “substantially completed” (as that term is defined in Section 8(C)
of the 000 Xxxx Xxxxxx Lease Amendment) the components of the Base Building Work (as that term is
defined in Section 8(A) of the 000 Xxxx Xxxxxx Lease Amendment) described under the headings “HVAC
System,” “Building
FaVade” and “Main Exterior Building Entrance” in Exhibit C to the 000 Xxxx
Xxxxxx Lease Amendment (such components being hereinafter referred to collectively as the “000 Xxxx
Xxxxxx Xxxxxxxx’s Work”) on or before August 1, 2009, the Extended Term shall expire on the date
that is thirty (30) days after the date on which Landlord has provided Tenant with such notice that
the 000 Xxxx Xxxxxx Xxxxxxxx’s Work has been substantially completed; provided, however, that:
(i) | If the 000 Xxxx Xxxxxx Xxxxxxxx’s Work has not been substantially completed on or before August 1, 2009 other than as the result of (x) events beyond Landlord’s reasonable control or (y) any act or wrongful failure to act of Tenant which interferes with Landlord’s completion of the 000 Xxxx Xxxxxx Xxxxxxxx’s Work (including, without limitation, Tenant’s use of non-union labor in connection with the construction of the Tenant Improvement Work, as that term is defined in the 000 Xxxx Xxxxxx Lease Amendment), Tenant shall not be required to pay any Annual Fixed Rent, Operating Expenses Allocable to the Premises or Landlord’s Tax Expenses Allocable to the Premises under the Lease for the period commencing on September 1, 2009 through the expiration of the Extended Term. | ||
(ii) | If the 000 Xxxx Xxxxxx Xxxxxxxx’s Work has not been substantially completed on or before August 1, 2009 as the result of (x) events beyond Landlord’s reasonable control or (y) any act or wrongful failure to act of Tenant which interferes with Landlord’s |
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completion of the 000 Xxxx Xxxxxx Xxxxxxxx’s Work (including, without limitation, Tenant’s use of non-union labor in connection with the construction of the Tenant Improvement Work), Annual Fixed Rent, Operating Expenses Allocable to the Premises and Landlord’s Tax Expenses Allocable to the Premises shall continue to be payable by Tenant for the period commencing on September 1, 2009 through the expiration of the Extended Term as set forth in Section 5 below. |
It is understood and agreed that the provisions of this Section l(b) shall not be deemed to in any
way modify the provisions of the 000 Xxxx Xxxxxx Lease Amendment relating to the completion of the
Base Building Work by Landlord or the payment of annual fixed rent by Tenant with respect to the
000 Xxxx Xxxxxx Premises.
2. Landlord and Tenant acknowledge and agree that the extension options contained in Section
2.4.1 of the Lease shall be deleted in their entirety and Tenant shall have no further option to
extend the Term upon the expiration of the Extended Term.
3. As of May 1, 2009 (the “Reduction Date”), the Relinquished Premises shall be deleted from
the space demised from Landlord to Tenant under the Lease, so that the remaining space demised
under the Lease shall consist of the Remaining Premises and the term “Premises” as used in the
Lease shall thereafter be deemed to refer to the Remaining Premises only.
4. On or prior to the Reduction Date, Tenant shall quit and vacate the Relinquished Premises
and surrender same in the condition required by the Lease upon the expiration or earlier
termination of the Lease Term.
5. (a) For the portion of the Lease Term prior to the Reduction Date, Tenant shall
continue to pay Annual Fixed Rent as provided in the Lease.
(b) For the period on and after the Reduction Date, Annual Fixed Rent shall be payable
by Tenant for the Remaining Premises at the annual rate of $3,011,250.00 (being the product of (i)
$33.00 and (ii) the Rentable Floor Area of the Remaining Premises (being 91,250 square feet)).
6. For the purpose of computing Operating Expenses Allocable to the Premises pursuant to
Section 2.6 of the Lease, Landlord’s Tax Expenses Allocable to the Premises pursuant to Section
2.7 of the Lease and Tenant’s payments for electricity (as determined pursuant to Sections 2.5 and
2.8 of the Lease), for the portion of the Lease Term on and after the Reduction Date, the
“Rentable Floor Area of the Premises” shall be reduced by the Rentable Floor Area of the
Relinquished Premises (being 56,494 square feet) to become the Rentable Floor Area of the
Remaining Premises (being 91,250 square feet). For the portion of the Lease Term prior to the
Reduction Date, the “Rentable Floor Area of the Premises” shall continue to be the Rentable Floor
Area of the Existing Premises for such purposes.
7. Section 2.1.3 of the Lease is hereby deleted in its entirety, it being
acknowledged
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and agreed that the Expansion Premises has previously been delivered to Tenant.
8. Effective as of the Reduction Date, the second grammatical paragraph of Section
2.7 of the Lease shall be deleted from the Lease in its entirety and shall be null and void and of
no further force and effect.
9. Effective
as of the Reduction Date, Section 4.6 of the Lease shall be deleted from the
Lease in its entirety and shall be null and void and of no further force and effect.
10. Effective as of the Reduction Date, Section 8.22 of the Lease shall be deleted from the
Lease in its entirety and shall be null and void and of no further force and effect, it being
understood and agreed that (x) Tenant shall have the exclusive right to use the ground floor level
of the Parking Structure during the Extended Term (such parking rights being hereinafter referred
to as “Tenant’s Exclusive Parking”), (y) Tenant shall have the right to use the remainder of the
Parking Structure in common with other occupants of the Building, subject to Landlord’s reasonable
rules and regulations regarding such use (including, without limitation, Landlord’s right to
provide other Building occupants with exclusive parking rights within the Parking Structure) and
(z) the Number of Parking Spaces to which Tenant shall be entitled under Sections 1.1 and 2.2.1 of
the Lease shall be reduced to Three Hundred Forty-Seven (347) (being
3.8 spaces per 1,000 square feet of the Rentable Floor Area of the Remaining Premises), which
number shall not include Tenant’s Exclusive Parking but shall include both surface parking and
parking in the remainder of the Parking Structure (to the extent the same is not reserved for the
exclusive use of any other Building occupants).
Landlord shall not grant to anyone other than Tenant the right to use Tenant’s Exclusive Parking
and will use reasonable efforts, by the use of signs and markings, to designate such space to be
used exclusively by Tenant, however, Landlord shall not be otherwise obligated to police the use of
Tenant’s Exclusive Parking, which Tenant recognizes is to be operated on a self parking basis.
In addition, it is understood and agreed that the parking rights described in this Section 10
shall be provided to Tenant free of charge during the Extended Term.
11. All capitalized terms used herein shall have the same meaning as are set forth in the
Lease unless specifically otherwise provided herein.
12. Except as herein amended the Lease shall remain unchanged and in full force and effect.
All references to the “Lease” shall be deemed to be references to the Lease as herein amended.
[page ends here]
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EXECUTED as a sealed instrument as of the date and year first above written.
WITNESS: | LANDLORD: | ||||||||||
BOSTON PROPERTIES LIMITED | |||||||||||
PARTNERSHIP, | |||||||||||
By: | BOSTON PROPERTIES, INC., | ||||||||||
its general partner | |||||||||||
By: | |||||||||||
Name: | |||||||||||
Title: | |||||||||||
TENANT: | ||||
PAREXEL INTERNATIONAL LLC | ||||
By: | ||||
Name: | ||||
Title: | (President or Vice President) | |||
Hereto duly authorized |
ATTEST: |
||||||
By:
|
/s/ W. Xxxxx Xxxxx | By: | /s/ Xxxxx X. Xxxxxxxx Xx. | |||
Name:
|
W. Xxxxx Xxxxx | Name: | XXXXX X. XXXXXXXX, XX. | |||
Title:
|
(Assistant Secretary) | Title: | (Treasurer) | |||
Hereto duly authorized | ||||||
(CORPORATE SEAL) |
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