EXHIBIT 10.25
FIFTH AMENDMENT TO LEASE
THIS FIFTH AMENDMENT TO LEASE (this "AMENDMENT") is made as of November 1,
2006 by and between NEW BOSTON XXXXXXXXX LIMITED PARTNERSHIP ("LESSOR") and SS&C
TECHNOLOGIES, INC. ("LESSEE").
WHEREAS, Lessor is the owner of a building located at 00 Xxxxxxxxx Xxxx
(xxx "BUILDING") situated on a parcel of land in Windsor, Connecticut
(collectively the "PROPERTY");
WHEREAS, Monarch Life Insurance Company (Lessor's predecessor-in-interest)
and Lessee entered into a certain lease for space on the first and second floors
of the Building dated September 23, 1997 (the "ORIGINAL LEASE"), as amended by a
certain First Amendment to Lease dated November 18, 1997, a certain Second
Amendment of Lease dated April, 1999, a certain Third Amendment to Lease
effective as of July 1, 1999, and as further amended by a certain Fourth
Amendment to Lease dated as of June 7, 2005 (collectively referred to as the
"LEASE");
WHEREAS, pursuant to the terms of the Lease, Lessee occupies 74,855
rentable square feet of space consisting of 54,082 rentable square feet of space
on the first and second floors of the Building (the "ORIGINAL PREMISES"), 7,012
rentable square feet of space on the first floor of the Building (the "HIGHBAY
II SPACE"), 12,363 rentable square feet of space on the ground floor of the
Building (the "GROUND FLOOR SPACE"), and 1,398 rentable square feet of space on
the first floor of the Building (the "DATA CENTER SPACE") (collectively the
"PREMISES");
WHEREAS, Lessor and Lessee desire to extend the term of the Lease, and
amend the Lease, as more specifically set forth herein.
NOW, THEREFORE, for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and for the mutual promises
hereinafter set forth, Lessor and Lessee agree as follows:
1. Term.
(a) Section 3(b) of the Lease is hereby amended by adding the following to
the end thereof:
"The term of this Lease shall be extended (the "EXTENDED TERM") commencing
on January 15, 2008 (the "EXTENDED TERM COMMENCEMENT DATE") and
terminating on October 31, 2016 (the "EXTENDED TERM TERMINATION DATE")."
(b) Section 3(c) of the Lease shall be deleted in its entirety, and
replaced with the following:
"(c) Provided Lessee is not in default in its obligations hereunder beyond
any required notices and applicable cure period(s), Lessee shall have an
option to extend this Lease for an additional term (hereinafter referred
to as "SECOND EXTENDED TERM") commencing on November 1, 2016 and
terminating on
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October 31, 2021, provided that Lessee proceeds strictly in accordance
with the provisions of this Section 3(c). During the period beginning
August 1, 2015 and ending October 31, 2015 (the "SECOND EXTENDED TERM
NOTICE DATE"), Lessee shall advise Lessor in writing that Lessee wishes to
extend the term of the Lease (hereinafter referred to as "LESSEE'S SECOND
EXTENDED TERM EXTENSION NOTICE"). If at the time Lessor receives Lessee's
Second Extended Term Extension Notice, the Lease is in full force and
effect without default on the part of the Lessee beyond any applicable
cure period, then, during the next thirty (30) days, Lessor shall notify
Lessee in writing of the Minimum Annual Rent pursuant to Section 4 of the
Lease which shall be due for the Second Extended Term. The Minimum Annual
Rent specified by Lessor shall be that which the Lessor projects will be
the fair market rent as of the commencement of the Second Extended Term.
Within three (3) weeks after Lessor has given Lessee notice of the Minimum
Annual Rent pursuant to Section 4 of the Lease for the Second Extended
Term, Lessee shall notify Lessor whether or not it agrees to pay such
Minimum Annual Rent. If Lessee shall agree in writing to pay such Minimum
Annual Rent, then the Lease shall be extended for the Second Extended Term
without the execution of any additional documents, and each and every term
and condition of the Lease shall apply during the Second Extended Term
except only that the Minimum Annual Rent specified in Section 4 of the
Lease during the Second Extended Term shall be that agreed upon by Lessor
and Lessee, and the phrase "term of this Lease" shall be construed to mean
the Second Extended Term of the Lease. If Lessee shall not agree in
writing to pay such rent, this Lease shall terminate as provided in the
Lease, and Lessee shall vacate the Premises on or before such date in
accordance with the provisions of this Lease, unless Lessee shall have
elected by written notice to Lessor during said three (3) week period to
have the rent for the Second Extended Term determined by the arbitration
system described herein.
Each of Lessor and Lessee shall at their own cost and expense retain a
real estate appraiser, who must be a member of the American Institute of
Real Estate Appraisers and have a minimum of five (5) years experience in
the Greater Hartford area, to determine the fair market rent for the
Premises as of the commencement date of the Second Extended Term, which
appraisals must be completed and submitted within thirty (30) days of the
commencement of the appraisal process by Lessee's notice. If the two
appraisals are within ten percent (10%) of each other, the average of the
two amounts shall constitute the Minimum Annual Rent which shall be due
during the Second Extended Term. If the two appraisals are not within ten
percent (10%) of each other, the two appraisers shall select a third real
estate appraiser (who must also possess the minimum qualifications
described above), who within the next thirty (30) days shall select which
of the two initial amounts shall constitute the Minimum Annual Rent which
shall be due during the Second Extended Term. Lessor and Lessee shall each
bear one-half of the cost of said third appraiser. The appraisal process
shall be binding upon both Lessor and Lessee, and once the process is
initiated, Lessee may not withdraw its exercise of the option to extend
for the Second Extended
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Term set forth herein. If Lessee shall fail to provide a timely Lessee's
Second Extended Term Extension Notice, Lessee shall have no right to
extend this Lease for the Second Extended Term, and this Lease shall
terminate as provided for in the Lease, and Lessee shall vacate the
demised premises on or before such date in accordance with the provisions
of the Lease.
(c) The Following Subsections (d) and (e) are hereby added to the end of
Section 3 of the Lease:
"(d) Lessee shall have the right to terminate this Lease with respect to
the Ground Floor Space only (the "GROUND FLOOR TERMINATION OPTION")
effective as of January 14, 2008 (the "GROUND FLOOR TERMINATION DATE"),
but only if Lessee proceeds strictly in accordance with this Section 3(d).
If Lessee elects to exercise its Ground Floor Termination Option, Lessee
shall give Lessor written notice thereof (the "GROUND FLOOR TERMINATION
NOTICE") on or before July 13, 2007; provided, however, that Lessee shall
not be in default beyond any applicable notices cure period(s) of any of
its obligations under this Lease, either upon the date Lessor receives the
Ground Floor Termination Notice or on the Ground Floor Termination Date,
and provided further that Lessee shall vacate the Premises and deliver the
Ground Floor Space up in good order and repair on or before the Ground
Floor Termination Date, normal wear and tear excepted. In such event, the
Lease with respect to the Ground Floor Space only shall terminate on the
Ground Floor Termination Date without the execution of any additional
documents, and except for any amounts which shall be due from Lessee
pursuant to this Lease for the period of time through and including the
Ground Floor Termination Date with respect to the Ground Floor Space only,
the parties shall thereafter have no further obligations one to the other
with respect to the Ground Floor Space, except as provided in the
paragraph immediately below or for obligations that specifically survive
the expiration or termination of the Lease. In the event Lessee's
subtenant holds over and fails to vacate the Ground Floor Space, Lessee
shall have a period of up to sixty (60) days to deliver the Ground Floor
Space, and the Ground Floor Termination Date shall be extended
accordingly.
If Lessee properly exercises the Ground Floor Termination Option, subject
to Lessee's not being default beyond any applicable cure period of any of
its obligations under this Lease, and Lessee's strict compliance with the
terms hereof, Lessee shall have the right to extend the Lease with respect
to the Ground Floor Space only during the Extended Term (the "GROUND FLOOR
EXTENSION"). If Lessee elects to exercise the Ground Floor Extension,
Lessee shall given written notice thereof to Lessor (the "GROUND FLOOR
EXTENSION NOTICE"), which must be received by Lessor by no later than July
13, 2008, in which event the Lease with respect to the Ground Floor shall
be extended for a period of time commencing as of the date of the Ground
Floor Extension Notice (the "GROUND FLOOR EXTENSION COMMENCEMENT DATE")
and terminating on the Extended Term Termination Date (the "GROUND FLOOR
EXTENSION TERM").
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(e) Lessee shall have the right to terminate this Lease (hereinafter
referred to as "EARLY TERMINATION") effective as of June 30, 2014
(hereinafter referred to as the "EFFECTIVE TERMINATION DATE"), but only if
Lessee proceeds strictly in accordance with this Section 3(e). If Lessee
elects to exercise its right of Early Termination, Lessee shall give
Lessor written notice thereof (hereinafter referred to as the "EARLY
TERMINATION NOTICE") on or before June 30, 2013; and provided that Lessee
shall not be in default beyond any applicable cure period of any of its
obligations under this Lease, either upon the date Lessor receives the
Early Termination Notice or upon the Effective Termination Date, and
provided further that Lessee shall vacate the Premises and deliver the
same up in good order and repair on or before the Effective Termination
Date, normal wear and tear excepted. On or before the Effective
Termination Date, Lessee shall provide Lessor with a payment (the "LEASE
TERMINATION FEE") equal to Four Hundred Thousand Dollars ($400,000.00). In
such event, the Lease shall terminate upon the Effective Termination Date
without the execution of any additional documents, and except for any
amounts which shall be due from Lessee pursuant to this Lease for the
period of time through and including the Effective Termination Date, the
parties shall thereafter have no further obligations one to the other with
respect to the Lease, except for obligations that specifically survive the
expiration or termination of the Lease. Lessor and Lessee hereby agree
that the Lease Termination Fee is not a penalty, but represents liquidated
damages, as it is difficult to ascertain and fix the precise amount of
damages caused by the Early Termination.
2. Rent.
(a) Provided this Fifth Amendment to Lease is executed by Tenant by
November 15, 2006, Section 4(a) of the Lease shall hereby be amended by
inserting at the end of Section 4:
"Notwithstanding the Minimum Annual Rent set forth in Section 4(a),
effective as of November 1, 2006, Lessee shall pay the Minimum Annual Rent
with respect to the Original Premises, the Highbay II Space and the Data
Center Space as set forth below:
Annual Rent per
Period Square Foot Monthly Rent
----------------------------------------- --------------- ------------
November 1, 2006 through October 31, 2007 $13.65 $71,084.65
November 1, 2007 through October 31, 2008 $14.15 $73,688.48
November 1, 2008 through October 31, 2009 $14.65 $76,292.32
November 1, 2009 through October 31, 2010 $15.15 $78,896.15
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November 1, 2010 through October 31, 2011 $15.65 $81,499.98
November 1, 2011 through October 31, 2012 $16.15 $84,103.82
November 1, 2012 through October 31, 2013 $16.65 $86,707.65
November 1, 2013 through October 31, 2016 $17.00 $88,530.33
Minimum Annual Rent with respect to the Ground Floor Space shall remain at
$16.25 per square foot, or $16,741.56 per month. If Lessee shall elect to extend
the term of the Lease with respect to the Ground Floor Space during the Extended
Term, Lessee shall pay the Minimum Annual Rent with respect to the Ground Floor
Space as set forth below:
Annual Rent per
Period Square Foot Monthly Rent
----------------------------------------- --------------- ------------
Ground Floor Extension Commencement
Date through October 31, 2008 $14.15 $14,578.04
November 1, 2008 through October 31, 2009 $14.65 $15,093.16
November 1, 2009 through October 31, 2010 $15.15 $15,608.29
November 1, 2010 through October 31, 2011 $15.65 $16,123.41
November 1, 2011 through October 31, 2012 $16.15 $16,638.54
November 1, 2012 through October 31, 2013 $16.65 $17,153.66
November 1, 2013 through October 31, 2016 $17.00 $17,514.25"
If Tenant shall not have executed this Fifth Amendment to Lease by
November 15, 2006, the rent commencement date in the tables above shall be
tolled from November 1, 2006 to December 1, 2006.
(b) Sections 4(b) and (c) of the Lease are hereby deleted in their
entirety and shall be of no further force and effect.
3. Rent Escalation.
(a) Section 5(a) of the Lease is hereby amended by inserting the following
after the fourth sentence of the first paragraph thereof:
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"In the event that Lessee elects to terminate the Lease with respect to
the Ground Floor Space pursuant to Section 3(d) of this Lease, Lessee's
Proportionate Share during the Extended Term shall be 39.80%."
(b) Section 5(b) of the Lease is hereby amended by inserting the following
after the second sentence thereof:
"Effective as of November 1, 2006, Lessee shall pay the Impositions, if
any, in excess of the twelve (12) month period commencing January 1, 2007
and ending on December 31, 2007 (the "Extended Term Tax Base Year")."
(c) Section 5(c) of the Lease is hereby amended by inserting the following
after the first sentence of the first paragraph thereof:
"Effective as of November 1, 2006, Lessee shall pay the Operating
Expenses, if any, in excess of the twelve (12) month period commencing
January 1, 2007 and ending on December 31, 2007 (the "Extended Term
Operating Expense Base Year")."
4. Construction of Premises. The following shall be inserted to the end of
Section 7:
"(e) Effective as of November 1, 2006, Lessor shall provide an allowance
(the "EXTENDED TERM TI CONTRIBUTION") of up to $10.00 per rentable square
foot of the Premises (including the Ground Floor Space should Lessee elect
to extend the term of the Lease with respect to the Ground Floor Space
through the Extended Term, in which case the portion of the Extended Term
TI Contribution apportioned to the Ground Floor Space shall be provided to
Tenant, on a pro-rata basis based on the remaining lease term, as of the
Ground Floor Extension Commencement Date) towards the actual hard and soft
costs of performing Lessor's Work and architectural and engineering
construction documents, and for the installation of mechanical and
electrical fixtures to the Premises and Building, including the
installation of a backup generator and/or uninterruptible power supply, as
may be required by Lessee, which shall be performed pursuant to plans
furnished by Lessee to Lessor, and approved by Lessor. In addition, the
costs of any design, architectural, engineering, wiring, lighting and
carpentry work (but excluding furniture) to increase the seating capacity
in the Premises shall be included in the Extended Term TI Contribution,
subject to Lessor's approval. Lessee shall have the right to use no less
than $4.00 per rentable square foot for the above hard and soft costs and
up to $6.00 per rentable square foot of the Extended Term TI Contribution
may be used as a credit against the Minimum Annual Rent or for furniture,
fixtures, or equipment for the Premises. Any excess of the TI Contribution
not initially expended must be used by June 30, 2008. All costs of
performing Lessor's Work in excess of the Extended Term TI Contribution
shall be borne directly by Lessee (the "EXCESS TI"). Lessee shall
reimburse the Excess TI, if any, to Lessor as Additional Rent upon written
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demand therefor. Whenever Lessor's approval is required under this
Section, such approval shall not be unreasonably withheld, conditioned or
delayed"
5. Building Services. Section 11(a) of the Lease is hereby amended by
inserting the following after the first sentence thereof:
"Effective as of November 1, 2006, Air conditioning, ventilation and
heating, through the air conditioning system of the Building, on Business
Days Monday through Friday from 8:00 a.m. to 10:00 p.m. and Saturday 8:00
a/m. to 1:00 p.m."
6. Right of First notice/Refusal. Section 11 of the Second Amendment to Lease
is hereby deleted in its entirety: and the following is hereby added as
Section 35 of the Lease:
"35. Right of First Refusal. Provided Lessee is not in default of its
obligations hereunder, and subject to the rights of any existing Building
lessees and Lessor's right to extend the term of any existing lease,
Lessor shall provide Lessee with written notice (the "RIGHT OF FIRST
REFUSAL NOTICE") if Lessor has received a bona fide third-party offer (the
"THIRD-PARTY OFFER") for approximately 12,300 rentable square feet of
space on the second floor of the Building and shown on Exhibit A-4 hereto
(the "REFUSAL SPACE"). The Right of First Refusal Notice shall set forth
the premises' square footage, the availability date, the term of occupancy
(which term shall be co-terminus with the term of this Lease, except in
the event that such offer occurs in the last two years of the term and in
such event the term shall be comparable to what would be offered in the
market for comparable space in a comparable building in the relevant
submarket), the Minimum Annual Rent, the Operating Expense Base Year and
the Tax Base Year, and the Lessee improvements to be performed by Lessor,
if any, as such terms are set forth in the Third-Party Offer. Lessee shall
have ten (10) days following receipt of the Right of First Refusal Notice
to accept such space on the terms and conditions offered in the Right of
First Refusal Notice, and if Lessee shall fail to accept such space within
said ten (10) day period, Lessee shall have waived its right to such space
and shall have no further right pursuant to this Section 35 to all or any
portion of the Refusal Space for the remainder of the term of this Lease,
as it may be extended. In the event Lessee accepts the offer of any space
pursuant to this Section 35, Lessor and Lessee shall execute an amendment
to this Lease, setting forth the terms and conditions for the lease by
Lessee for such space."
7. Brokerage. Lessor and Lessee warrant and represent to each other that they
have dealt with no brokers or other persons or entities (other than CB Xxxxxxx
Xxxxx - N.E. Partners LP and The Staubach Company) entitled to a commission with
respect to this Fifth Amendment to Lease. Lessor shall pay the brokers named
herein a brokerage commission pursuant to a separate written agreement.
8. Sale Credit. Subject to Lessee not being in default in any of its
obligations under the Lease beyond any applicable cure period, and provided
Lessee shall not have exercised its right of Early Termination, in the event
that Lessor transfers its title and interest in the Property to a
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bona fide, third party purchaser during the term hereof, Lessor shall provide
Lessee with an additional rent credit or cash payment of Sixty-Five Thousand Six
Hundred Sixteen Dollars ($65,616.00), which shall only become due and payable
once Lessor receives its proceeds from the sale of the Property.
9. All defined terms used herein, but not defined herein, shall have the
respective meanings ascribed thereto in the Lease.
10. Except as amended herein, all terms and conditions of the Lease are hereby
ratified.
11. This Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same document.
[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.
SIGNATURES ARE CONTAINED ON THE FOLLOWING PAGE.]
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Executed as of the date first above written.
LESSOR:
NEW BOSTON XXXXXXXXX LIMITED
PARTNERSHIP
BY: NEW BOSTON FUND IV, INC.
Its General Partner
[Illegible] By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------- ------------------------------
Witness
hereunto duly authorized
Hereunto Duly Authorized
Xxxx X. Xxxxxxxxxx
LESSEE:
SS&C TECHNOLOGIES, INC.
[Illegible] By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------- ------------------------------
Witness Xxxxxxx X. Xxxxxxx
Its CFO
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EXHIBIT A-4
Right of First Refusal Space
[GRAPHIC]
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