EXHIBIT 10(gg)
AMENDMENT OF LEASE
------------------
THIS AMENDMENT OF LEASE (this "Amendment") effective as of the 2nd day of
July, 1993 between EQUITABLE FEDERAL STREET REALTY COMPANY LIMITED PARTNERSHIP,
a Massachusetts limited partnership, having an address at 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 ("Landlord") and THE FIRST NATIONAL BANK OF BOSTON,
a national banking association duly organized and existing under the laws of The
United States of America having its principal place of business at 000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Tenant").
BACKGROUND
----------
Landlord and Tenant are Landlord and Tenant, respectively, under an
Indenture of Lease having an effective date of September 1, 1991 (the "Lease"),
covering certain premises at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (the
"Building"). The parties desire to add the entire 28th and 35th Floors of the
Building to the Premises under the Lease and to amend the Lease in certain other
respects, all as hereinafter set forth. Capitalized terms not defined herein
shall have the same meaning ascribed to them in the Lease.
WITNESSETH:
----------
NOW, THEREFORE, the parties hereby agree as follows:
A. Additional 28th Floor Premises
------------------------------
1. Effective on the "28th Floor Commencement Date" (defined herein),
there shall be added to the Premises under the Lease the portion of the 28th
Floor of the Building shown as the "Additional 28th Floor Premises" on Exhibit A
---------
hereto (the "Additional 28th Floor Premises"). The Additional 28th Floor
Premises consists of approximately 14,392 rentable square feet of space. All
terms and provisions of the Lease (as amended hereby) shall be applicable to the
Additional 28th Floor Premises, including, without limitation, Tenant's
obligation to make Operating Expense and Imposition payments with respect to the
Additional 28th Floor Premises in accordance with Section 2 of Article III of
the Lease, except: (i) the term for the Additional 28th Floor Premises shall be
the period commencing on the 28th Floor Commencement Date and ending on the last
day of the month in which the tenth (10th) anniversary of the 28th Floor
Commencement Date shall occur (the "Additional 28th Floor Premises Term"); (ii)
Tenant shall have no right to extend the term of the Lease with respect to the
Additional 28th Floor Premises beyond the Additional 28th Floor Premises Term;
(iii) the Additional 28th Floor Premises shall not be considered to be part of
either Space A or Space B; and (iv) the Base Rent and the Tenant Improvement
Allowance for the Additional 28th Floor Premises shall be as set forth in
Sections 2 and 3 hereof.
2. Commencing on the 28th Floor Commencement Date, Tenant shall pay
Base Rent for the Additional 28th Floor Premises at the rate of $418,375.44 per
annum (i.e., $29.07 per s.f. of the Additional 28th Floor Premises) during the
entire Additional 28th Floor Premises Term.
3. Landlord shall provide Tenant with an improvement allowance for the
Additional 28th Floor Premises in the amount of $633,248 (i.e., $44.00 per s.f.
of the Additional 28th Floor Premises). Such allowance shall be subject to the
provisions regarding the Tenant Improvement Allowance set forth in Section 3 of
Article XVI of the Lease.
B. Relocated 28th Floor Space
--------------------------
4. Upon the 28th Floor Commencement Date, the portion of Floor B1 of
the Building shown on Exhibit B hereto as the "Deleted Floor B1 Space" (the
---------
"Deleted Floor B1 Space"), consisting of approximately 13,082 rentable square
feet of space, shall cease to be part of the Premises under the Lease, and there
shall be added to the Premises under the Lease the portion of the 28th Floor of
the Building shown as the "Relocated 28th Floor Space" on Exhibit A attached
---------
hereto (the "Relocated 28th Floor Space"). The Relocated 28th Floor Space
consists of approximately 13,082 rentable square feet.
The Deleted Floor B1 Space shall be delivered to Landlord on the 28th
Floor Commencement Date in "as is" condition.
Tenant hereby consents to the use of the Deleted Floor B1 Space as a
fitness center.
5. All terms and provisions of the Lease (as amended hereby) shall be
applicable to the Relocated 28th Floor Space, including, without limitation,
Tenant's obligation to make Operating Expense and Imposition payments with
respect to the Relocated 28th Floor Space in accordance with Section 2 of
Article III of the Lease, except as modified by the following Sections of this
Amendment. The Relocated 28th Floor Space shall be included in Space B under
the Lease, and the term therefor shall expire on the same date (i.e., August 31,
2009) scheduled for Areas of the Premises included in Space B.
6. Commencing on the 28th Floor Commencement Date, Schedule R to the
Lease is hereby amended by adding the following thereto:
Relocated 28th Floor Space Rent Per S.F.
-------------------------- -------------
From 28th Floor Commencement
Date through Year 4: $26.50
Year 5 and Year 6: $28.50
Year 7: $35.00
Year 8: $36.50
Year 9: $38.00
Year 10: $39.50
Year 11: $41.00
Year 12: $42.50
Year 13: $44.00
Year 14: $45.50
Year 15: $47.00
Year 16: $48.50
Year 17: $50.00
Year 18: $51.50
TI per S.F.: $47.50
Note: Year 1 is 9/1/91-8/31/92
Year 2 is 9/1/92-8/31/93 etc.
-2-
7. Landlord shall provide Tenant with a Tenant Improvement Allowance
for the Relocated 28th Floor Space in the amount specified in Schedule R as
amended hereby. Such allowance shall be subject to the provisions regarding the
Tenant Improvement Allowance set forth in Section 3 of Article XVI of the Lease.
8. Except for those items included in Schedule COND (the "Schedule COND
28th Floor Exceptions") which (a) require information or input from Tenant as to
Tenant's choice of design, location of installation, type or amount of
materials, or decisions by Tenant regarding removal of existing improvements, or
(b) which cannot be installed until after Tenant has completed its design plans
for the space on the 28th Floor or provided Landlord with the necessary access
to complete the same, or (c) which are normally performed during the course of
Tenant's construction, Landlord shall perform the work in the Additional 28th
Floor Premises and the Relocated 28th Floor Premises necessary to bring such
Premises into the condition required by Schedule COND to the Lease (such work
minus the Schedule COND 28th Floor Exceptions shall be referred to collectively
hereinafter as "Landlord's 28th Floor Work"). Landlord shall make reasonable
efforts to substantially complete Landlord's 28th Floor Work prior to September
30, 1993. Landlord shall promptly complete the Schedule COND 28th Floor
Exceptions in the normal course in conjunction with Tenant's construction of its
improvements but only after Tenant has completed and presented to Landlord
Tenant's design plans for the space on the 28th Floor.
9. The "28th Floor Commencement Date" shall be January 15, 1994. If on
or before September 30, 1993, Landlord (i) shall not have substantially
completed "Landlord's 28th Floor Work" or (ii) shall not have delivered
possession of the 28th Floor to Tenant for the purpose of completing Tenant's
work (such possession to be concurrent with possession by Landlord to permit it
to complete the Schedule COND 28th Floor Exceptions), Landlord shall have no
liability therefor and this Amendment of Lease shall continue in full force and
effect, except that, in such event and notwithstanding anything to the contrary
contained in this Amendment, for all purposes under this Amendment the term
"28th Floor Commencement Date" shall mean January 15, 1994 plus the number of
days between September 30, 1993 and the later of (i) the date Landlord's 28th
Floor Work shall be substantially complete and (ii) the date that Landlord shall
have so delivered possession of the 28th Floor to Tenant for the purpose of
completing Tenant's work.
10. Notwithstanding anything to the contrary contained in this
Amendment, Tenant may enter the premises on the 28th Floor of the Building prior
to the 28th Floor Commencement Date to perform Tenant's improvements therein
including during the times that Landlord is performing work therein (so long as
Tenant gives reasonable prior notice to Landlord), provided that (i) Tenant does
not interfere with Landlord's work, and (ii) such entry and any work performed
by Tenant therein shall
-3-
be subject to the terms and conditions of the Lease, including, without
limitation, the provisions of the Lease regarding Tenant's insurance obligations
and Tenant's construction set forth in Section 11 of Article XII and Section 6
of Article V thereof, respectively.
C. 35th Floor Premises.
--------------------
11. Effective on the "35th Floor Commencement Date" (defined herein)
there shall be added to the Premises under the Lease the entire 35th Floor of
the Building shown as the "35th Floor Premises" on Exhibit C hereto (the "35th
---------
Floor Premises"). The 35th Floor Premises consists of approximately 28,147
rentable square feet of space. All terms and provisions of the Lease (as
amended hereby) shall be applicable to the 35th Floor Premises, including,
without limitation, Tenant's obligation to make Operating Expense and Imposition
payments with respect to the 35th Floor Premises in accordance with Section 2 of
Article III of the Lease, except: (i) the term for the 35th Floor Premises
shall be the period commencing on the 35th Floor Commencement Date and ending on
October 31, 2005 (the "35th Floor Premises Term"); (ii) Tenant shall have no
right to extend the term of the Lease with respect to the 35th Floor Premises
beyond the 35th Floor Premises Term; (iii) the 35th Floor Premises shall not be
considered to be part of either Space A or Space B; and (iv) the Base Rent and
the Tenant Improvement Allowance for the 35th Floor Premises shall be as set
forth in Sections 12 and 13 hereof.
12. Tenant shall pay Base Rent for the 35th Floor Premises at the rate
of $900,704 per annum (i.e., $32.00 per square foot of the 35th Floor Premises)
during the entire 35th Floor Premises Term. Notwithstanding the foregoing
sentence, Tenant shall not be obligated to pay Operating Expense and Imposition
payments or Base Rent for the 35th Floor Premises for the period (the "35th
Floor Free Rent Period") commencing on the 35th Floor Commencement Date and
ending on March 31, 1994, provided, however, if on or before October 15, 1993,
Landlord (i) shall not have substantially completed "Landlord's 35th Floor Work"
(defined herein) or (ii) shall not have delivered possession of the 35th Floor
Premises to Tenant for the purpose of completing Tenant's work (such possession
to be concurrent with possession by Landlord to permit it to complete the
Schedule COND 35th Floor Exceptions), the 35th Floor Free Rent Period shall be
extended by the number of days between October 15, 1993 and the later of (i) the
date Landlord's 35th Floor Work shall be substantially complete and (ii) the
date that Landlord shall have so delivered possession of the 35th Floor Premises
to Tenant for the purpose of completing Tenant's work.
13. Landlord shall provide Tenant with an improvement allowance for the
35th Floor Premises in the amount of $1,238,468 (i.e., $44.00 per square foot of
the 35th Floor Premises). Such allowance shall be subject to the provisions
regarding the Tenant Improvement Allowance set forth in Section 3 of Article XVI
of the Lease.
14. Except for those items included in Schedule COND (the "Schedule COND
35th Floor Exceptions") which (a) require information or input from Tenant as to
Tenant's choice of design, location of installation, type or amount of
materials, or decisions by Tenant regarding removal of existing improvements, or
(b) which cannot be
-4-
installed until Tenant has completed its design plans for the the 35th Floor
Premises or provided Landlord with the necessary access to complete the same, or
(c) which are normally performed during the course of Tenant's construction,
Landlord shall perform the work in the 35th Floor Premises necessary to bring
such premises into the condition required by Schedule COND to the Lease (such
work minus the Schedule COND 35th Floor Exceptions shall be referred to
collectively hereinafter as "Landlord's 35th Floor Work"). Landlord shall make
reasonable efforts to substantially complete the Landlord's 35th Floor Work
prior to September 30, 1993. Landlord shall promptly complete the Schedule COND
35th Floor Exceptions in the normal course in conjunction with Tenant's
construction of its improvements but only after Tenant has completed and
presented to Landlord Tenant's design plans for the 35th Floor Premises.
15. The "35th Floor Commencement Date" shall be the later of (a) the
date Landlord shall have substantially completed the Landlord's 35th Floor Work
and shall have delivered possession of the 35th Floor Premises to Tenant for the
purpose of completing Tenant's work (such possession to be concurrent with
possession by Landlord to permit it to complete the Schedule COND 35th Floor
Exceptions) and (b) the earlier of (i) November 1, 1993 or (ii) the date that
Tenant shall occupy all or any portion of the 35th Floor Premises for Tenant's
intended use, it being understood that so long as Landlord has completed
Landlord's 35th Floor Work and the Schedule COND 35th Floor Exceptions, Tenant,
at Tenant's option, may occupy the 35th Floor Premises for Tenant's intended use
prior to November 1, 1993.
Notwithstanding anything to the contrary contained in this Amendment,
Tenant may enter the 35th Floor Premises prior to the 35th Floor Commencement
Date to perform Tenant's improvements therein, including during the times that
Landlord is performing work therein (so long as Tenant gives Landlord reasonable
prior notice), provided that (i) Tenant does not interfere with Landlord's work,
and (ii) such entry and any work performed by Tenant therein shall be subject to
the terms and conditions of the Lease, including, without limitation, the
provisions of the Lease regarding Tenant's insurance obligations and Tenant's
construction set forth in Section 11 of Article XII and Section 6 of Article V
thereof, respectively.
16. Notwithstanding any term or provision of the preceding Sections of
this Amendment of Lease to the contrary, Landlord's and Tenant's rights and
obligations with respect to the Additional 28th Floor Premises, the Relocated
28th Floor Space, and the Deleted Floor B1 Space are expressly conditioned upon
and subject to the execution and delivery of a lease for the Deleted Floor B1
Space between Landlord and Fitcorp Health Care Centers, Inc. (or an
affiliate)("Fitcorp") on or before September 30, 1993 for use as a fitness
center, it being understood that (i) if a lease for the Deleted Floor B1 Space
with Fitcorp shall not be so executed and delivered on or before September 30,
1993, Landlord shall have no liability therefor and, except as provided in
Section 18 hereof, Sections 1 through 10 of this Amendment of Lease shall be
null and void, of no force or effect, and without recourse to the parties
hereto, and (ii) in any event, the provisions of this Amendment of Lease (i.e.,
Sections 11, 12, 13, 14 and 15) relating to the 35th Floor Premises shall remain
in full force and effect. Landlord shall promptly notify Tenant in the event
that either (i) a lease for the Deleted Floor B1 Space
-5-
with Fitcorp is not executed and delivered by September 30, 1993 or (ii)
negotiations with Fitcorp for the Deleted Floor B1 Space are terminated sooner
than September 30, 1993.
17. Tenant represents and warrants to Landlord that Tenant has dealt
with no broker, finder or other person claiming to be entitled to a commission
in connection with this Amendment of Lease other than U.S. Equities Realty,
Inc., the compensation of which shall be paid by Tenant. Landlord represents to
Tenant that it has dealt with no broker, finder or other person claiming to be
entitled to a commission in connection with this Lease other than U.S. Equities
Realty, Inc.
18. Notwithstanding any terms or provisions of this Lease to the
contrary, including, without limitation, Section 16 hereof, if requested by
notice from Tenant given prior to August 31, 1993, Landlord shall deliver to
Tenant the entire 28th Floor (i.e., the Additional 28th Floor Premises and the
Relocated 28th Floor Space) (collectively, the "28th Floor Option Space") for
leasing by Tenant on the same terms and provisions (except Section 16)
applicable hereunder to the Additional 28th Floor Premises, except that: (i)
the Base Rent for the 28th Floor Option Space shall be $798,669.18 per annum
(i.e., $29.07 per s.f. of the 28th Floor Option Space); (ii) in lieu of the
allowance set forth in Section 3 of this Amendment of Lease, Landlord shall
provide Tenant with a Tenant Improvement Allowance in the amount of $1,208,856
(i.e., $44.00 per s.f. of the 28th Floor Option Space) and (iii) the Deleted
Floor B1 Space shall continue to be part of the Premises under the Lease. Such
allowance shall be subject to the provisions regarding the Tenant Improvement
Allowance set forth in Section 3 of Article XVI of the Lease.
If, however, (i) Tenant so exercises its option to lease the 28th Floor
Option Space and (ii) a lease for the Deleted Floor B1 Space is executed and
delivered with Fitcorp on or before September 30, 1993, (x) all terms and
provisions of this Amendment of Lease (except for Section 16 and the prior
provisions of this Section 18) applicable to Relocated 28th Floor Space and the
Additional 28th Floor Premises shall apply to Tenant's leasing of space on the
28th Floor of the Building just as if (a) Tenant had not exercised its option to
lease the 28th Floor Option Space and (b) Tenant were separately leasing the
Additional 28th Floor Premises and the Relocated 28th Floor Space in accordance
with such terms and provisions, and (y) all terms and provisions of this
Amendment of lease applicable to the Deleted Floor B1 Space shall remain in full
force and effect.
20. Upon request, each of Landlord and Tenant shall execute and deliver
an amendment to the Notice of Lease previously executed in connection with the
Lease in order to reflect Tenant's leasing of additional space in the Building
under this Amendment of Lease.
21. Except as only expressly amended hereby, the Lease shall continue in
full force and effect.
WITNESS the execution hereof as an instrument under seal as of the date first
above written.
-6-
LANDLORD:
EQUITABLE FEDERAL STREET REALTY
COMPANY LIMITED PARTNERSHIP
By: 000 Xxxxxxx Xxxxxx Realty Corporation, its
General Partner
By: /s/ XXXXXXXX X. XXXXXXX
-------------------------
Its President
TENANT:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ XXXXXX X. XXXXXXXX
------------------------
Its Director, Corporate Administrative Services
Hereunto duly authorized
-7-
Exhibit A
---------
[Floor plan showing relocated 28th Floor space and
--------------------------------------------------
additional 28th floor premises]
------------------------------
Exhibit B
---------
[Floor plan showing deleted Floor B-1 space]
Exhibit C
---------
[Floor plan showing 35th Floor premises]
----------------------------------------
