Exhibit 10.2
THIRD AMENDMENT TO LEASE
This Third Amendment to Lease (the "Third Amendment") made as of this 1st
day of September, 1997 by and between:
NEW ENGLAND RESOURCES LIMITED PARTNERSHIP, a Connecticut limited
partnership having an address at 000 Xxxxx Xxxx, Xxxxx, Xxxxxxxxxxx, 00000
(hereafter called "Landlord"); and
THE XXXXXXX, XXXXX COMPANY, a Connecticut corporation having an address at
00 Xxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxxx 00000 (hereafter called "Tenant").
WITNESSETH
WHEREAS, the Landlord is the owner of real estate property and the
improvements thereon known as 00-00 Xxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxxx (the
"Premises"); and
WHEREAS, the Landlord and the Tenant entered into a certain Lease dated
October 4, 1991 (the "Original Lease"), whereby the Tenant leased a portion of
the Premises; and
WHEREAS, the Landlord and the Tenant executed a First Amendment to Lease
dated April 11, 1994 (the "First Amendment") and a Second Amendment to Lease
dated December 14, 1994 (the "Second Amendment") (the Original Lease, First
Amendment and Second Amendment are collectively referred to as the "Lease"); and
WHEREAS, the parties hereto now desire to amend the Lease again as more
fully set forth herein; and
WHEREAS, initial capitalized terms not otherwise defined in this Third
Amendment shall have the same meaning as defined in the Lease.
NOW THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, the Landlord and the Tenant agree as follows:
A. DEMISED PREMISES. Tenant shall lease from the Landlord an additional
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5,500 square feet located in the basement of the Building for a total of 123,000
square feet leased by Tenant from Landlord. Accordingly, the second recital of
the Lease is hereby amended and restated in its entirety to read as follows:
WHEREAS, the Landlord wishes to lease to the Tenant approximately 87,000
square feet (the "Initial Premises") of space on the third, second and
basement floors of the building located on the Premises (the "Building"),
approximately 10,500 square feet of space (the "Additional Premises")
located on the first floor of the Building, approximately 20,000 square
feet of space (the "Second Additional Premises") located
on the first floor of the Building, and approximately 5,500 square feet of
space in the basement of the Building (the "Third Additional Premises")
(the Initial Premises, the Additional Premises and the Second Additional
Premises and Third Additional Premises are collectively herein referred to
as the "Demised Premises").
B. LEASE TERM. The term of the Lease for the Demised Premises (as
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defined in this Third Amendment) shall be extended until December 31, 2002.
Accordingly Section 1 of the Lease is hereby amended and restated in its
entirety to read as follows:
1. LEASE TERM. The term of this Lease shall end on December 31, 2002
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unless sooner terminated under the provisions defined in Section 21 of this
Lease.
C. NET RENT. Landlord and Tenant acknowledge that the annual net rent
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for the Demised Premises (except for the Third Additional Premises) is currently
$36,033 per month which amount will increase on September 1, 1997 to reflect the
lesser of 5% or changes in the CPI for the period from September 1996 through
August 1997. The Third Additional Premises is being added to the Lease without
any increase in the aggregate annual net rent payable to the Landlord but with
the effect of reducing the net amount paid per square foot for the Demised
Premises (including the Third Additional Premises). Landlord and Tenant also
agree that provided the Tenant does not remain in default in its obligations
under the Lease after applicable cure periods and does not exercise its right to
terminate under Section 21 of this Lease, the annual net rent payable in
calendar years 1998 and 1999 shall be reduced by $90,000 in the aggregate and
that the net annual rent for the Demised Premises (including the Third
Additional Premises) for the period from January 1, 2000 until December 31, 2000
shall be reduced to $2.76 per square foot and shall increase annually thereafter
by the lesser of 5% or the change in CPI for the immediately preceding year.
Accordingly, Section 2 of the Lease is amended and restated in its entirety to
read as follows:
2. Net Rent. The Tenant shall pay to Landlord an annual net rental of
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$432,400 (monthly installments of $36,033) for the Demised Premises
(including the Third Additional Premises) through August 31, 1997. Each
September 1st of each year during the lease term, commencing on September
1, 1997, the annual net rental for the Demised Premises for each subsequent
12-month period shall be increased over the prior year's annual net rent by
an amount equal to the product of (a) the prior year's net annual rent
times (b) the lesser of 5% or the increase in the consumer Price Index
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("CPI") as reported in the Wall Street Journal for the previous 12 months
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(September through August). The annual net rental for the Demised Premises
shall be hereinafter referred to as the "Net Rent" and the annual increases
in Net Rent shall continue each September 1st until the end of the term of
the Lease.
Notwithstanding the foregoing (a) provided that (i) no Event of Default by
Tenant occurs during the lease term which Event of Default is not cured
within the applicable grace period, or (ii) Tenant does not exercise its
right of termination under Section 21 of this Lease (each, a "Rent Credit
Revocation Event"), the Net Rent payable for the period from January 1,
1998 until December 31, 1999 shall be reduced (the "Rent
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Credit") by $90,000 such reduction to be taken by Tenant by reducing the
monthly installments of Net Rent payable during such period by $3,000 per
month respecting 1998 and $4,500 per month respecting 1999 and (b) the Net
Rent payable for January 1, 2000 until December 31, 2000 shall be reduced
to $2.76 per square foot for the Demised Premises and for each subsequent
year (i.e. beginning January 1, 2001) the Net Rent shall be increased
annually thereafter by an amount equal to the product of (i) the prior
year's Net Rent times (ii) the lesser of (X) 5% or (Y) the increase in the
CPI for the prior twelve month period (January through December 2000 and
January through December 2001). In the event that any Rent Credit
Revocation Event occurs prior to December 31, 2002 and in addition to
Landlord's other rights and remedies and not as liquidated damages or as a
penalty, the Rent Credit shall be null and void and the entire benefit of
the Rent Credit previously taken by the Tenant shall be immediately due and
payable to Landlord and the Net Rent for the remainder of the period until
December 31, 1999 will be recalculated without giving effect to the Rent
Credit.
D. PERCENTAGE OF PROPERTY. The addition of the Third Additional Premises
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increases Tenant's occupancy of the Building from 74.8% to 78.3% of the
Building. Accordingly, various Sections of the Lease have to be amended to
increase the Tenant's responsibility from 74.8% to 78.3% for the common charges
and other items. Accordingly, Sections 3, 7, 10 and 11 are hereby amended to
delete "74.8%" and insert "78.3%".
E FACILITIES AND SERVICES Landlord and Tenant agree to substitute the
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word UTILITIES for FACILITIES in the title of Section 11.
F. TENANT'S RIGHT TO TERMINATE. Landlord and Tenant agree that Tenant is
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to be granted a right to terminate this Lease and Landlord may not exercise its
right to terminate prior to December 31, 1999 and must give two (2) years notice
to Tenant. Accordingly, Section 21 is hereby amended and restated in its
entirety to read as follows:
21. SALE OF PREMISES OR TENANT. In the event that a sale of the Premises
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is consummated, then Landlord may terminate this Lease on the condition
that Landlord provide Tenant a minimum of two years notice from the closing
of the sale of the Premises prior to effective date of such termination and
provided further that no such notice of termination from Landlord may be
given prior to December 31, 1999. In the event that a sale or transfer of
substantially all of the stock or assets of the Tenant is consummated to an
independent third party not affiliated to or with, or controlled by The
Aristotle Corporation or Aristotle Sub, Inc., then the new owner of Tenant
or Tenant's stock may terminate this Lease on the condition that Tenant
provide Landlord a minimum of twelve (12) calendar months notice prior to
the effective date of such termination and provided further that no such
notice of termination from Tenant may be given prior to December 31, 1999.
It is clearly understood that all obligations of Landlord and Tenant must
be met during the period after which notice as defined above is provided
and prior to the actual termination date of this Lease as specified in such
notice.
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X. XXXXX PERIOD. Section 18(a) of the Lease is hereby deleted in its
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entirety and the following shall be inserted in its place and stead:
(a) A default in the due and punctual payment of any Net Rent or
Additional Rent payable under this Lease or any part thereof within fifteen
(15) days after the same shall become due and payable; or
H. MISCELLANEOUS. This Agreement constitutes the entire agreement of the
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parties with respect to the Third Amendment of the Lease. Except as provided
herein, the Lease as previously amended is and remains in full force and effect
without amendment or modification.
IN WITNESS WHEREOF, the Landlord and the Tenant hereunder have hereunto set
their names and seals the day and year first above written.
SIGNED, SEALED AND DELIVERED NEW ENGLAND RESOURCES
as to the Signatures in the presence of LIMITED PARTNERSHIP
By: Xxxxxx Resource, Inc.
Its General Partner
_______________________________________ ___________________________________
Xxx-Xxxxx Xxxxxx
Its Vice President
_______________________________________
_______________________________________ THE XXXXXXX, XXXXX COMPANY
_______________________________________ By:________________________
Its
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