SECOND AMENDMENT TO LEASE
Exhibit 10.1
SECOND AMENDMENT TO LEASE
Reference is made to a certain Lease dated January 7, 2000, by and between Xxxxxx X. Xxxxxx and Xxxx X. Xxxxx, Xx., Trustees of 0000 Xxxxxxx Xxxxxx Realty Trust. (“Landlord”) and BioSphere, Inc. (“Tenant”), and as amended, for Leased Premises located at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx (the “Lease”).
Now therefore, in consideration of these presents and other good and valuable consideration, Landlord and Tenant agree that the Lease is hereby amended as follows:
1. Effective on the Second Amendment Commencement Date, the Leased Premises is reduced to exclude the “Expansion Space”, as shown in Exhibit A-3 of the First Amendment to Lease.
2. Rentable Square Footage of the Leased Premises set forth in the Reference Data Section is decreased by the area of the former Expansion Space, 5,198 square feet, making the total area approximately 7,797 square feet, effective on the Second Amendment Commencement Date, defined below.
3. The Lease Term set forth in the Reference Data Section is extended through March 31, 2007.
4. The Base Rent set forth in the Reference Data Section is revised to substitute the following schedule effective on the Second Amendment Commencement Date, which shall be April 1, 2005.
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Annual Rent |
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Monthly Rent |
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April 1, 2005 to March 31, 2007 |
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155,940.00 |
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12,995.00 |
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5. The Tenant shall be responsible for the cost of electricity consumed through lights and outlets, which shall be sub-metered and billed to Tenant as per current practice.
6. After the Second Amendment Commencement Date, Base Operating Costs and Base Taxes shall be revised as set forth in the Amended Reference Data Section.
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Tenant’s Proportionate |
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Share: |
19.605 |
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8. Tenant acknowledges that Landlord has met its obligation with respect to Landlord’s Expansion Construction and that Landlord has no further obligation therefor.
9. Landlord and Tenant agree that the Leased Premises shall be delivered in “as is” condition except that Landlord shall perform the following work prior to the Second Amendment Commencement Date:
• Demise the Leased Premises from the 5,198 rentable square feet previously occupied by Tenant
• Paint all walls with one coat of the existing color within the newly demised Leased Premises (7,797 rentable square feet)
• Clean all carpet and VCT within the newly demised Leased Premises
10. Lease Security: Tenant shall extend the Letter of Credit in the amount of $58,000 in favor of Landlord through the end of the Lease Term as extended herein.
11. Section 36 of the Lease is deleted in its entirety.
12. The capitalized terms contained herein shall have the same meaning as those terms contained in the Lease and First Amendment to Lease.
13. Except as herein expressly set forth, the Lease shall remain unchanged and is hereby ratified and remains in full force and effect.
Executed under seal this 24th day of January, 2005.
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LANDLORD: |
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0000 Xxxxxxx Xxxxxx Realty Trust |
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By: |
/s/ Xxxx X. Xxxxx, Xx. |
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Trustee and not Individually |
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TENANT: |
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Biosphere, Inc. |
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By: |
/s/ Xxxxx Xxxxxxxxx |
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Duly authorized |
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AMENDED REFERENCE DATA
REFLECTING SECOND
AMENDMENT
As used in this Lease, the following terms shall have the respective meanings set forth below except when and to the extent reference is made to particular Sections of the Lease:
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Date of Lease: |
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January 7, 2000 |
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Date of Amendments: |
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First Amendment |
June 27, 2000 |
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Second Amendment |
January 21, 2005 |
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Landlord: |
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Xxxxxx X. Xxxxxx and Xxxx X. Xxxxx, Xx., Trustees of 0000 Xxxxxxx Xxxxxx Realty Trust |
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Landlord’s Address: |
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00 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000. |
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Tenant: |
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BioSphere, Inc., a Delaware Corporation. |
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Tenant’s Address: |
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0000 Xxxxxxx
Xxxxxx |
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Property: |
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Landlord’s land and improvements thereon known as 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000. |
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Building: |
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The three-story building located on the Property. |
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Leased Premises: |
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A portion of first floor of the Building as shown on Exhibit A-1. |
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Rentable Square Footage of the Leased Premises: |
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Prior to First
Amendment 7,797 square feet. |
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Total Rentable Square Footage of the Building: |
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39,771 square feet. |
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Use of Leased Premises: |
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Administrative offices for a medical device company and ancillary uses related thereto including research and development and light manufacturing to the extent described in Exhibit D attached hereto and incorporated herein, provided that such research and development involve no hazardous materials, solid waste, noise or fumes beyond the Leased Premises or any impact on the Building, its operations or the operations of other tenants in the Building. |
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Lease Term: |
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Seven (7) years (original term — five (5) years, extension per Second Amendment — two (2) years) |
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Specified Commencement Date: |
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March 15, 2000 |
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Commencement Date: |
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The Specified Commencement Date or such other date as is determined in accordance with the terms of Section 3. |
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Second Amendment Commencement Date: |
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April 1, 2005 |
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Base Rent: |
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Periods |
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Annual Base Rent |
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Monthly Installment |
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March 15, 2000 to July 14, 2000 |
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$ |
155,940.00 |
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$ |
12,995.00 |
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July 15, 2000 to March 14, 2003 |
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$ |
270,296.00 |
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22,524.67 |
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March 15, 2003 to March 31, 2005 |
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$ |
276,143.75 |
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23,011.98 |
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April 1, 2005 to March 31, 2007 |
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$ |
155,940.00 |
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12,995.00 |
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Lease Security: |
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An irrevocable letter of credit (the “Letter of Credit”) or cash Security Deposit of $140,000 at the Commencement Date and $234,000 after the execution of the First Amendment, to be reduced as scheduled below, subject to Section 4. |
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3/15/00-First Amendment Execution |
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140,000 |
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First Amendment Execution-3/14/01 |
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$ |
234,000 |
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3/15/01-3/14/02 |
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$ |
198,000 |
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3/15/02-3/14/03 |
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157,800 |
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3/15/03-3/14/04 |
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110,500 |
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3/15/04-3/31/07 |
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58,000 |
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Base Operating Costs: |
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Prior to Second Amendment: Operating Costs for the calendar year 2000, grossed up to reflect 100% occupancy for a full calendar year. |
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After Second Amendment: Operating Costs for the calendar year 2004, grossed up to reflect 100% occupancy for a full calendar year. |
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Base Taxes: |
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Prior to Second Amendment: Taxes for the fiscal year ended June 30, 1999. |
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After Second Amendment: Taxes for the fiscal year ended June 30, 2005. |
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Electricity: |
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Prior to First Amendment $6,627.45 per year or $552.29 per month. After First Amendment $11,825.00 per year or $985.42 per month. |
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After Second Amendment Tenant shall be responsible for the cost of electricity consumed through lights and outlets, which shall be sub-metered and billed to Tenant as per current practice. |
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Tenant’s Proportionate Share: |
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Prior to First
Amendment 19.605%. |
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Broker: |
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Landlord and Tenant warrant that no real estate brokers other than X. X. Xxxxx Management Corp. are involved in this Lease Extension and Tenant hereby indemnifies Landlord for any claims for commissions other than to the broker named above. |
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Insurance: |
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$1,000,000/$3,000,000 per occurrence public liability; $1,000,000 per occurrence property damage. Personal Property insurance for all risks to full insurable value of personalty in the Leased Premises. |
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Condition of Leased Premises: |
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Per Paragraph 9 of Second Amendment to Lease |
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