1
Exhibit 10.6
Net Lease
by and between
Network Plus Realty Trust, Landlord
and
Network Plus, Inc., Tenant
dated July 1, 1993
2
TABLE OF CONTENTS
ARTICLE I - Reference Data..................................................
1.1 Subjects Referred To............................................
1.2 Exhibits........................................................
ARTICLE II - Premises and Term..............................................
2.1 Premises........................................................
2.2 Term............................................................
ARTICLE III - Improvements..................................................
3.1 Leasehold Improvements; Tenant Access Date......................
ARTICLE IV - Rent...........................................................
4.1 The Fixed Rent..................................................
4.2 Additional Rent.................................................
4.2.1 Real Estate Taxes......................................
4.2.2 Tax Fund Payments......................................
4.2.3 Insurance..............................................
4.2.4 Utilities..............................................
4.2.5 Common Charges.........................................
ARTICLE V - Tenant's Additional Covenants...................................
5.1 Affirmative Covenants...........................................
5.1.1 Perform Obligations....................................
5.1.2 Use....................................................
5.1.3 Repair and Maintenance.................................
5.1.4 Compliance with Law....................................
5.1.5 Compliance with Condominium Documents..................
5.1.6 Indemnity..............................................
5.1.7 Environmental Compliance...............................
5.1.8 Landlord's Right to Enter..............................
5.1.9 Personal Property at Tenant's Risk.....................
5.1.10 Yield Up...............................................
5.1.11 Estoppel Certificate...................................
- i -
3
5.2 Negative Covenants..............................................
5.2.1 Assignment and Subletting..............................
5.2.2 Overloading and Nuisance...............................
ARTICLE VI - Casualty or Taking.............................................
6.1 Termination.....................................................
6.2 Restoration.....................................................
6.3 Award...........................................................
ARTICLE VII - Defaults......................................................
7.1 Events of Default...............................................
7.2 Landlord's Right to Cure Defaults...............................
7.3 Effect of Waivers of Default....................................
7.4 No Accord and Satisfaction......................................
ARTICLE VIII - Mortgages....................................................
8.1 Rights of Mortgage Holders......................................
8.2 Lease Superior or Subordinate to Mortgages......................
8.3 Lender's Consent................................................
8.4 Rights of Holder of Mortgage....................................
ARTICLE IX - Miscellaneous Provisions.......................................
9.1 Notices from One Party to the Other.............................
9.2 Quiet Enjoyment.................................................
9.3 Lease not to be Recorded........................................
9.4 Bind and Inure; Limitation of Landlord's Liability..............
9.5 Acts of God.....................................................
9.6 Landlord's Default..............................................
9.7 Brokerage.......................................................
9.8 Applicable Law and Construction.................................
9.8.1 Applicable Law.........................................
9.8.2 No Other Agreement.....................................
9.8.3 Titles.................................................
9.8.4 "Landlord" and "Tenant"................................
9.9 Submission Not an Offer.........................................
- ii -
4
N E T L E A S E
ARTICLE I
REFERENCE DATA
1.1 SUBJECTS REFERRED TO.
Each reference in this Lease to any of the following subjects shall be
construed to incorporate the data stated for that subject in this Section 1.1.
Date of this Lease: July 1, 1993
Property: The land and the buildings thereon known and numbered as 0000
Xxxxxxx Xxxxx Xxxxxxx, and 000-000 Xxxxxxxx Xxxxxx, Xxxxxx, XX, comprising the
Furnace Brook Office Condominium as more particularly described in Exhibit A
hereto.
Premises: That portion of. the Property located at 000-000 Xxxxxxxx Xxxxxx,
containing 34,359 rentable square feet of space, more or less, being all of the
space constituting Units 20, 21, 30, 40, 41, 43 and 44 of the Furnace Brook
Office Condominium as more particularly described in the Furnace Brook Office
Condominium Master Deed dated August 4, 1988 and recorded with the Norfolk
County Registry of Deeds in Book 8068, Page 11 and registered with the Norfolk
Registry District of the Land Court as Document No. 550465 (the "Master Deed").
The Premises shall include the right to use in common with others entitled
thereto the common areas and facilities of the Condominium (the "Common
Elements"), as defined and described in the Master Deed, including the By-Laws
of the
- 1 -
5
Condominium (the "By-Laws"), and the rules and regulations promulgated
thereunder and plan related thereto (collectively, the "Condominium Documents").
Building: The building located on the Property known and numbered as
000-000 Xxxxxxxx Xxxxxx, Xxxxxx, XX, and containing the Premises.
Landlord: Xxxxxx X. Xxxx, Xxxxxx X. Xxxx, Xx. and Xxxxxx X. Xxxx, as
Trustees of Network Plus Realty Trust, under Declaration of Trust dated June 30,
1993 to be recorded with Norfolk Registry of Deeds and filed with the Norfolk
Registry District of the Land Court as of the Date of this Lease, as amended
from time to time.
Original Address of Landlord: 000-000 Xxxxxxxx Xxxxxx, Xxxxxx, XX.
Tenant: Network Plus, Inc., a Massachusetts corporation.
Original Address of Tenant: 000 Xxxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000
Term: Seven (7) Lease Years
Annual Fixed Rent Rate: As set forth in Section 4.1 herein.
Permitted Uses: Business office purposes or such other purposes as are
consistent with the uses permitted under the Condominium Documents and such
other rules and regulations as may now or hereafter govern the uses permitted in
the Condominium, and no other use or purpose.
Public Liability Insurance Limits:
Bodily Injury: $1,000,000.00
Property Damage: $5,600,000 (100% replacement value)
- 2 -
6
1.2 EXHIBITS.
The Exhibits listed below in this section are incorporated in this Lease by
reference and are to be construed as a part of this Lease:
EXHIBIT A. Description of Premises and Property on which Premises are
located.
EXHIBIT A-1. Plan showing the Premises, including appurtenances thereto,
if any.
EXHIBIT B. Description of Leasehold Improvements.
ARTICLE II
PREMISES AND TERM
2.1 PREMISES. Landlord hereby leases and demises to Tenant and Tenant
hereby leases from Landlord, subject to and with the benefit of the terms,
covenants, conditions and provisions of this Lease, the Premises, together with
the right to use the Common Elements in common with others entitled thereto, as
the same are defined and described in Paragraph 5 of the Master Deed. The Common
Elements include, but are not limited to, the Property, the structural elements
of the Building, the common entrances, lobbies, restrooms, corridors and
stairways of the Building, all conduits, ducts, pipes, plumbing, wiring and
heating systems serving the Premises in common with others and the parking areas
and parking spaces, loading areas, and outdoor storage areas located on the
Property.
2.2 TERM. TO HAVE AND TO HOLD for a term beginning on July 1, 1993, (the
"Commencement Date") and continuing for the Term, unless sooner terminated as
hereinafter provided. "Lease Year" herein shall mean each successive period of
12
- 3 -
7
consecutive calendar months beginning on the Commencement Date if the
Commencement Date is on the first day of a month, otherwise beginning on the
first day of the month immediately succeeding the Commencement Date.
ARTICLE III
IMPROVEMENTS
3.1 LEASEHOLD IMPROVEMENTS; TENANT ACCESS DATE.
(a) Landlord hereby acknowledges that Landlord has approved the plans
and outline specifications (the "Leasehold Improvement Plans") in Exhibit B
attached hereto, for improvements to the Premises to be completed by Tenant (the
"Leasehold Improvements"). Tenant and its agents shall be permitted to enter the
Premises on the Tenant Access Date, as hereinafter defined, to cause the
Leasehold Improvements to be installed, at Tenant's expense, in accordance with
the Leasehold Improvement Plans, in a good and workmanlike manner, and in
compliance with all applicable laws, ordinances, regulations and orders of
governmental authorities.
(b) Landlord shall deliver the Premises to Tenant on July 1, 1993
(the "Tenant Access Date") broom clean but otherwise "AS IS" as to condition and
layout. Tenant may enter the Premises at any time on or after the Tenant Access
Date in order to construct the Leasehold Improvements and perform or inspect
other work as necessary to prepare the Premises for Tenant's use and occupancy.
Tenant shall substantially complete the Leasehold Improvements by October 31,
1993, subject to the provisions of Section 9.5 hereof. Tenant agrees that it
will, proceeding with all
- 4 -
8
reasonable dispatch from the time it receives from Landlord a notice that the
Premises are ready for work by Tenant, construct the Leasehold Improvements so
as to ready the Premises for the opening by Tenant of its business in the
Premises.
During the period of occupancy of the Premises by Tenant after the
Commencement Date, all provisions of this Lease, including the provisions
relating to the payment of rent and real estate taxes and assessments, shall
apply regardless of the progress of the construction of the Leasehold
Improvements.
ARTICLE IV
RENT
4.1 THE FIXED RENT. On the Commencement Date, Tenant covenants and agrees
to pay to Landlord an Initial Rent Payment in the sum of $350,000.00 and
thereafter, Tenant covenants and agrees to pay to Landlord, without notice or
demand and without reduction or setoff, Annual Fixed Rent, in equal installments
of 1/12th of the Annual Fixed Rent in advance on the first day of each calendar
month included in the Term; and for any portion of a calendar month at the
beginning or end of the Term, at that rate payable in advance for such portion.
Annual Fixed Rent shall be an amount equal to the greater of (a) $150,000.00 per
annum (equivalent of $12,500.00 per month) or (b) an amount equal to one and
one- quarter (1.25) times the annual Debt Service Payments required pursuant to
that certain $900,000.00 loan by Shawmut Bank, N.A. ("Lender") to Landlord as
evidenced by the Promissory Note
- 5 -
9
executed by Landlord dated June 30, 1993 (the "Note"). Debt Service Payments
shall be defined according to the terms of the Note.
4.2 ADDITIONAL RENT. This Lease is a NET LEASE, and Landlord shall not be
obligated to pay any charge or bear any expense whatsoever against or with
respect to the Premises except to the extent hereinafter provided, nor shall the
rent payable hereunder be subject to any reduction or offset whatsoever on
account of any such charge or otherwise, except as hereinafter provided. In
order that the Fixed Rent shall be absolutely net to Landlord, Tenant covenants
and agrees to pay, as Additional Rent, taxes, betterment assessments, insurance
costs, utility charges, and condominium charges with respect to the Premises as
provided in this Section 4.2 as follows:
4.2.1 REAL ESTATE TAXES. Tenant shall pay, directly to Landlord,
pursuant to Section 4.2.2 herein: (i) all taxes, assessments (special or
otherwise), levies, fees, water and sewer rents and charges, and all other
government levies and charges, general and special, ordinary and extraordinary,
foreseen and unforeseen, which are, at any time prior to or during the Term
hereof, imposed or levied upon or assessed against (A) the Premises, (B) any
Fixed Rent, Additional Rent or other sum payable hereunder or (C) this Lease, or
the leasehold estate hereby created, or which arise in respect of the operation,
possession or use of the Premises; (ii) all gross receipts or similar taxes
imposed or levied upon, assessed against or measured by any Fixed Rent,
Additional Rent or other sum payable hereunder; (iii) all sales, value added,
use and similar taxes at any time levied, assessed or payable on account of
- 6 -
10
the acquisition, leasing or use of the Premises; and (iv) all charges for
utilities furnished to the Premises which may become a lien on the Premises
(collectively "taxes and assessments" or if singular "tax or assessment").
Nothing contained in this Lease shall, however, require Tenant to pay any
franchise, corporate, estate, inheritance, succession capital levy or transfer
tax of Landlord, or any income, profits or revenue tax or charge upon the rent
payable by Tenant under this Lease (other than any tax referred to in clause
(ii) above.) Landlord shall promptly furnish to Tenant a copy of any notice of
any public, special or betterment assessment received by Landlord concerning the
Premises.
4.2.2 TAX FUND PAYMENTS. Tenant shall as Additional Rent, on the first
day of each month of the Term, make tax fund payments to Landlord. "Tax fund
payments" refer to such payments as Landlord shall reasonably determine to be
sufficient to provide in the aggregate a fund adequate to pay all taxes and
assessments referred to in Section 4.2.1 when they become due and payable. If
the aggregate of said tax fund payments is not adequate to pay all said taxes
and assessments, Tenant shall pay to Landlord the amount by which such aggregate
is less than the amount of all said taxes and assessments, such payment to be
made on or before the later of (a) 10 days after receipt by Tenant of notice
from Landlord of such amount, or (b) the 30th day prior to the last day on which
such taxes and assessments may be paid without interest or penalty. If Tenant
shall have made the aforesaid tax fund payments, Landlord shall pay to the
proper authority charged with the collection thereof, all taxes and assessments
referred to in Section 4.2.1, up to
- 7 -
11
the amount of such tax fund payments, and furnish Tenant, upon request,
reasonable evidence of such payment. Any balance remaining after such payment by
Landlord shall be accounted for to Tenant annually. In the event of any default
under the terms of this Lease, any part or all of said reserve fund may, at the
election of Landlord, be applied to any of Tenant's obligations under this
Lease.
4.2.3 INSURANCE. Tenant shall take out and maintain throughout the
Term the following insurance protecting Landlord and the holder of any mortgage
as named insureds and with such additional insureds as Landlord from time to
time may designate by notice to Tenant, the premiums under which shall be
Additional Rent:
4.2.3.1 All-risk insurance covering all buildings and
improvements now existing or hereafter erected upon the Premises, and all
equipment, fixtures, motors, machinery, furnishings and furniture installed in
or used in connection with the Premises, with such additional endorsements as
may be necessary to include coverage for vandalism and malicious conduct,
floods, water damage, earthquake and debris removal and demolition, with a
co-insurance provision of 80% or an agreed amount clause, in an amount at least
equal to the replacement cost of all such buildings, improvements, equipment,
fixtures, motors, machinery, furnishings and furniture (but not less than the
agreed amount if coverage is pursuant to an agreed amount clause) as such
replacement cost may from time to time be determined by agreement or by
appraisal made at Tenant's expense by an accredited insurance appraiser approved
by Landlord which may be required
- 8 -
12
by either party whenever three years have elapsed since the last such agreement
or appraisal, or when alterations or additions increasing cost have been made.
4.2.3.2 Rental value or similar insurance against abatement or
loss of rent in an amount equal to at least all the Fixed Rent and Additional
Rent payable for one year under this Article IV.
4.2.3.3 Comprehensive general liability insurance indemnifying
Landlord and Tenant against all claims and demands for any injury to person or
property which may be claimed to have occurred on or about the Premises or on
the sidewalk or ways adjoining the Premises, in amounts which shall, at the
beginning of the Term, be at least equal to the limits set forth in Section 1.1,
and, from time to time during the Term, shall be for such higher limits, if any,
as are customarily carried in the area in which the Premises are located on
property similar to the Premises and used for similar purposes, and such
insurance shall include workmen's compensation insurance with statutory limits
covering all of Tenant's employees working on the Premises.
4.2.3.4 Insurance against loss or damage from sprinklers and
from leakage or explosion or cracking of boilers, pipes carrying steam or water,
or both, pressure vessels or similar apparatus, in the so-called "broad form"
and in such amounts as Landlord may reasonably require. Also, insurance against
such other hazards as may from time to time be required by Lender or any other
bank, insurance company or other lending institution holding a first mortgage on
the Premises, provided that such insurance is customarily carried in the area in
which the
- 9 -
13
Premises are located on property similar to the Premises and used for similar
purposes.
4.2.3.5 At all times during the Term during the course of any
construction or renovation of any improvements or alterations on the Premises,
completed value form, "all physical loss", builder's risk~insurance on all work
being performed on the Premises, in such amounts as Landlord may reasonably
require and owner's contingent or protective liability insurance, covering
claims not covered by or under the terms of the above-mentioned comprehensive
general liability insurance, with combined single limit coverage at least equal
to the limits set forth in Section 1.1, or such higher limits as Landlord may
reasonably require, and xxxxxxx'x compensation insurance covering all persons
working on the job site or in connection with such construction.
4.2.3.6 Policies for insurance required under the provisions of
Sections 4.2.3.1, 4.2.3.2, 4.2.3.4 and 4.2.3.5 (except as to liability and
xxxxxxx'x compensation insurance under Section 4.2.3.5) shall, in case of loss,
be first payable to Lender and any other holders of any mortgages on the
Premises under a standard non-contributing mortgagee's clause, and shall also
provide for the adjustment of claims with the insurers under such policies by
Landlord and Lender. All policies of insurance required under this Section 4.2.3
shall be deposited with Lender.
All policies required under this Section 4.2.3 shall be obtained from
responsible companies qualified to do business in the state in which the
Premises are located and in good standing therein, which companies and the
amount of insurance
- 10 -
14
allocated thereto shall be subject to Landlord's approval. Tenant agrees to
furnish Landlord with policies of all such insurance prior to the beginning of
the Term hereof and of each renewal policy at least 30 days prior to the
expiration of the policy it renews. Each such policy shall be non-cancellable
with respect to the interest of Landlord and Lender and any other holders of any
mortgages on the Premises without at least 30 days' prior written notice
thereto. In the event provision for any such insurance is to be by a blanket
insurance policy, the policy shall allocate a specific amount of coverage to the
Premises, which allocation shall be sufficient in amount to satisfy the
requirements of this Section 4.2.3.
4.2.3.7 All insurance which is carried by either party with
respect to the Premises or to furniture, furnishings, fixtures or equipment
therein or alterations or improvements thereto, whether or not required, shall
include provisions which either designate the other party as one of the insured
or deny to the insurer acquisition by subrogation of rights of recovery against
the other party to the extent such rights have been waived by the insured party
prior to occurrence of loss or injury, insofar as, and to the extent that such
provisions may be effective without making it impossible to obtain insurance
coverage from responsible companies qualified to do business in the state in
which the Premises are located (even though extra premium may result therefrom).
Each party shall be entitled to have duplicates or certificates of any policies
containing such provisions. Each party hereby waives all rights of recovery
against the other for loss or injury against which the waiving party is
protected by insurance containing said non-subrogation provisions, reserving,
- 11 -
15
however, any rights with respect to any excess of loss or injury over the amount
recovered by such insurance.
4.2.4 UTILITIES. Tenant shall pay directly to the proper authorities
charged with the collection thereof, or to the Furnace Brook Office Condominium
Association (the "Condominium Association"), as the case may be, all charges for
water, sewer, gas, electricity, telephone and other utilities or services used
or consumed on the Premises, whether called charge, tax, assessment, fee or
otherwise, including, without limitation, water and sewer use charges and taxes,
if any, all such charges to be paid as the same from time to time become due.
4.2.5 COMMON CHARGES. Tenant shall pay directly to the Condominium
Association all common charges attributable to the Premises payable by Landlord,
as a Unit Owner of the Condominium to meet the Common Expenses of the
Condominium, as this amount may be determined and assessed pursuant to Article
VI of the By-Laws or pursuant to any other provisions of the Condominium
Documents or any other rules and regulations which may now or hereafter govern
the payment of common charges by Unit Owners of the Condominium. Tenant shall
pay said common charges at such time or times as they are assessed pursuant to
the Condominium Documents or the determination of the Board of Managers of the
Condominium, and shall, in all events, pay such assessed common charges at least
five (5) days prior to the due date for payment thereof.
- 12 -
16
ARTICLE V
TENANT'S ADDITIONAL COVENANTS
5.1 AFFIRMATIVE COVENANTS. Tenant covenants at its sole expense at all
times during the Term and for such prior or subsequent time as Tenant occupies
the Premises or any part thereof:
5.1.1 PERFORM OBLIGATIONS. To perform promptly all of the obligations
of Tenant set forth in this Lease; and to pay when due the Fixed Rent and
Additional Rent and all charges, rates and other sums which by the terms of this
Lease are to be paid by Tenant.
5.1.2 USE. To use the Premises only for the Permitted Uses, and from
time to time to procure all licenses and permits necessary therefor at Tenant's
sole expense.
5.1.3 REPAIR AND MAINTENANCE. Except as otherwise provided in Article
VI, to keep the Premises in good order, condition and repair and in at least as
good order, condition and repair as they are in on the Commencement Date or may
be put in during the Term, reasonable use and wear excepted.
5.1.4 COMPLIANCE WITH LAW. To make all repairs, alterations, additions
or replacements to the Premises required by any law or ordinance or any order or
regulation of any public authority; to keep the Premises equipped with all
safety equipment so required; to pay all municipal, county, or state taxes
assessed against the leasehold interest hereunder, or against personal property
of any kind on or about the Premises; and to comply with the orders,
regulations, variances, licenses
- 13 -
17
and permits of or granted by governmental authorities with respect to zoning,
building, fire, health and other codes, regulations, ordinances or laws
applicable to the Premises, and the condition, use or occupancy thereof.
5.1.5 COMPLIANCE WITH CONDOMINIUM DOCUMENTS. To comply with all the
terms and conditions of the Master Deed including but not limited to Paragraph 8
thereof, the By-Laws, and any other of the Condominium Documents.
5.1.6 INDEMNITY. Tenant shall defend, with counsel approved by
Landlord, all actions, against Landlord, any partner, trustee, stockholder,
officer, director, employee or beneficiary of Landlord, Lender and any other
holders of mortgages on the Premises and any other party having an interest in
the Premises (herein, "Indemnified Parties") with respect to, and shall pay,
protect, indemnify and save harmless, to the extent permitted by law, all
Indemnified Parties from and against, any and all liabilities, losses, damages,
costs, expenses (including reasonable attorneys' fees and expenses), causes of
action, suits, claims, demands or judgments of any nature (a) to which any
Indemnified Party is subject because of its estate or interest in the Premises
or (b) arising from (i) injury to or death of any person, or damage to or loss
of property, on or about the Premises or on adjoining sidewalks, streets or
ways, or connected with the use, condition or occupancy of any thereof, (ii)
violation by Tenant of this Lease, (iii) any act, fault, omission, or other
misconduct of Tenant or its agents, contractors, licensees, sublessees or
invitees, or (iv) the release, existence or removal of any Hazardous Materials
(as hereinafter defined) on, in or under the Premises.
- 14 -
18
5.1.7 ENVIRONMENTAL COMPLIANCE. Not to cause or permit any hazardous
or toxic wastes, hazardous or toxic materials (collectively, "Hazardous
Materials") to be used, generated, stored or disposed of on, under or about, or
transported to or from, the Premises (collectively, "Hazardous Materials
Activities") without first receiving Landlord's written consent, which may be
withheld for any reason and revoked at any time. If Landlord consents to any
such Hazardous Materials Activities, Tenant shall conduct them in strict
compliance (at Tenant's expense) with all applicable Regulations, as hereinafter
defined, and using all necessary and appropriate precautions to prevent any
spill, discharge, release or exposure to persons or property. Tenant shall
indemnify, defend with counsel acceptable to Landlord, and hold Landlord
harmless from and against any and all loss, costs, expenses, claims, damages or
liabilities arising out of all Hazardous Materials Activities on the Premises,
whether or not consented to by Landlord. For purposes hereof, Hazardous
Materials shall include, but not be limited to, substances defined as "hazardous
substances", "toxic substances", or "hazardous wastes" in the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended; the federal Hazardous Materials Transportation Act, as amended; and the
federal Resource Conservation and Recovery Act, as amended; those substances
defined as "hazardous wastes" in the Massachusetts Hazardous Waste Facility
Siting Act, as amended (Massachusetts General Laws Chapter 21D); those
substances defined as "hazardous materials" or "oil" in Massachusetts General
Laws Chapter 21E, as amended; and as such substances are defined in any
regulations
- 15 -
19
adopted and publications promulgated pursuant to any of said laws (collectively,
"Regulations"). If Landlord consents to any Hazardous Materials Activities,
prior to using, storing or maintaining any Hazardous Materials on or about the
Premises, Tenant shall provide Landlord with a list of the types and quantities
thereof, and shall update such list as necessary for continued accuracy. Tenant
shall also provide Landlord with a copy of any Hazardous Materials inventory
statement required by any applicable Regulations, and any update filed in
accordance with any applicable Regulations. If Tenant's activities violate or
create a risk of violation of any Regulations or cause a spill, discharge,
release or exposure to any persons or property, Tenant shall cease such
activities immediately upon notice from Landlord. Tenant shall immediately
notify Landlord both by telephone and in writing of any spill, discharge,
release or exposure of Hazardous Materials or of any condition constituting an
"imminent hazard" under any Regulations. Landlord, Landlord's representatives
and employees and Lender may enter the Premises at any time during the Term to
inspect Tenant's compliance herewith, and may disclose any spill, discharge,
release, or exposure or any violation of any Regulations to any governmental
agency with jurisdiction. Nothing herein contained shall prohibit Tenant from
using minimal quantities of cleaning fluid and office supplies which may
constitute Hazardous Materials but which are customarily present in premises
devoted to office use, provided that such use is in compliance with all
Regulations and shall be subject to all of the other provisions of this
Section 5.1.7.
- 16 -
20
5.1.8 LANDLORD'S RIGHT TO ENTER. To permit Landlord and its agents to
enter the Premises at reasonable times to examine the Premises, to make such
repairs and replacements as Landlord may elect, without, however, any obligation
to do so, and to show the Premises to prospective purchasers, lenders and
tenants, and, during the last six months of the Term, to keep affixed in
suitable places notices of availability of the Premises.
5.1.9 PERSONAL PROPERTY AT TENANT'S RISK. All of the furnishings,
fixtures, equipment, effects and property of every kind, nature and description
of Tenant and of all persons claiming by, through or under Tenant which, during
the continuance of this Lease or any occupancy of the Premises by Tenant or
anyone claiming under Tenant, may be on the Premises, shall be at the sole risk
and hazard of Tenant and if the whole or any part thereof shall be destroyed or
damaged by fire, water or otherwise, or by the leakage or bursting of water
pipes, steam pipes, or other pipes, by theft or from any other cause, no part of
said loss or damage is to be charged to or to be borne by Landlord, except that
Landlord shall in no event be indemnified or held harmless or exonerated from
any liability to Tenant or to any other person for any injury, loss, damage or
liability to the extent prohibited by law.
5.1.10 YIELD UP. At the expiration of the Term or earlier termination
of this Lease: to surrender all keys to the Premises, to remove all furnishings,
fixtures, equipment and other personal property now or hereafter located in the
Premises, purchased or leased by Tenant with its own funds, which are not
affixed to the Premises or which Landlord has agreed in writing that Tenant may
remove at the
- 17 -
21
expiration of the Term, to remove such installations made by Tenant as Landlord
may request and all Tenant's signs wherever located, to repair all damage caused
by such removal and to yield up the Premises (including all installations and
improvements made by Tenant, except for trade fixtures, and such of said
installations or improvements as Landlord shall request Tenant to remove),
broom-clean and in the same good order and repair in which Tenant is obliged to
keep and maintain the Premises by the provisions of this Lease.
5.1.11 ESTOPPEL CERTIFICATE. Upon not less than 15 days' prior notice
by Landlord, to execute, acknowledge and deliver to Landlord a statement in
writing, addressed to such party as Landlord shall designate in its notice to
Tenant, certifying that this Lease is unmodified and in full force and effect
and that Tenant has no defenses, offsets or counterclaims against its
obligations to pay the Fixed Rent and Additional Rent and any other charges and
to perform its other covenants under this Lease (or, if there have been any
modifications that the same is in full force and effect as modified and stating
the modifications and, if there are any defenses, offsets or counterclaims,
setting them forth in reasonable detail), the dates to which the Fixed Rent and
Additional Rent and other charges have been paid and a statement that Landlord
is not in default hereunder (or if in default, the nature of such default, in
reasonable detail). Any such statement delivered pursuant to this Section 5.1.11
may be relied upon by any prospective purchaser or mortgagee of the Premises, or
any prospective assignee of any such mortgagee.
- 18 -
22
5.2 NEGATIVE COVENANTS. Tenant covenants at all times during the Term and
for such further time as Tenant occupies the Premises or any part thereof:
5.2.1 ASSIGNMENT AND SUBLETTING. Not to assign, transfer, mortgage or
pledge this Lease or to grant a security interest in Tenant's rights hereunder,
or to sublease (which term shall be deemed to include the granting of
concessions and licenses and the like) or permit anyone other than Tenant to
occupy all or any part of the Premises or suffer or permit this Lease or the
leasehold interest hereby created or any other rights arising under this Lease
to be assigned, transferred or encumbered, in whole or in part, whether
voluntarily, involuntarily or by operation of law, unless, in each instance (i)
the prior written consent of Landlord thereto shall have been obtained, which
consent shall not be unreasonably withheld, (ii) any defaults then existing with
respect to the obligations of Tenant under this Lease shall have been cured,
(iii) in the case of a proposed assignment, sublease or occupancy by another,
the proposed assignee, sublessee, or occupant is qualified to do business in the
state in which the Premises are located and such assignee, sublessee, or
occupant executes and delivers to Landlord an agreement satisfactory to Landlord
or its successors and assigns by which such assignee, sublessee or occupant
shall be bound by and shall assume all the obligations of Tenant under this
Lease relating to the portion or all of the Premises acquired by such assignee,
sublessee or occupant. Tenant may assign this Lease or sublet any portion or all
of the Premises to any corporation, partnership, trust, association or other
business or organization (x) directly or indirectly controlling and beneficially
owning Tenant, (y) directly or indirectly controlled by
- 19 -
23
and beneficially owned by Tenant, or to any successor of Tenant by merger,
consolidation or acquisition of substantially all of the assets of Tenant,
without the prior written consent of Landlord as required in (i) above, provided
that (a) Tenant shall deliver to Landlord at least 30 day's advance notice of
such proposed assignment or sublease, (b) in the case of a merger, consolidation
or sale, the net worth of Tenant's successor (determined in accordance with
generally accepted accounting principles) immediately after such merger,
consolidation or sale shall be at least equal to the net worth of Tenant
(similarly determined) immediately prior to such merger, consolidation or sale.
In the event of a proposed subletting, Tenant's request for Landlord's
consent shall constitute an offer to Landlord to release from this Lease that
portion of the Premises proposed to be sublet, which offer Landlord may accept
within 30 days after receipt. If Landlord accepts such offer, this Lease shall
be deemed to have been amended by deleting such portion from the Premises and by
reducing the Fixed Rent by an amount equal to the product of the Fixed Rent
multiplied times a fraction, the numerator of which shall be equal to the net
rentable floor area of such portion deleted from the Premises and the
denominator of which shall be equal to the net rentable floor area of the
Premises including the deleted portion. Thereafter, for all purposes of this
Lease the Premises shall mean the balance of the premises demised hereunder
following deletion of the affected portion thereof, and all Additional Rent
payable hereunder shall be adjusted pro-rata, accordingly. Such amendment shall
be effective on the proposed effective date of the sublease as specified in
Tenant's
- 20 -
24
request for consent. Landlord's failure to accept Tenant's offer to release
shall not constitute a consent to the proposed subletting.
Any attempted assignment, transfer, mortgage, pledge, grant of
security interest, sublease or other encumbrance, except as permitted by this
Section 5.2.1, shall be void. No assignment, transfer, mortgage, grant of
security interest, sublease or other encumbrance, whether or not approved, and
no indulgence granted by Landlord to any assignee, sublessee or occupant shall
in any way impair Tenant's continuing primary liability (which after an
assignment or subletting shall be joint and several with the assignee or
sublessee) of Tenant hereunder, and no approval in a particular instance shall
be deemed to be a waiver of the obligation to obtain Landlord's approval in any
other case.
5.2.2 OVERLOADING AND NUISANCE. Not to injure, overload, deface or
otherwise harm the Premises; nor commit any nuisance; nor permit the emission of
any objectionable noise or odor; nor make, allow or suffer any waste; nor make
any use of the Premises which is improper, offensive or contrary to any law or
ordinance or which will invalidate any of Landlord's insurance.
ARTICLE VI
CASUALTY OR TAKING
6.1 TERMINATION. In the event that the Premises, or any material part
thereof, shall be taken by any public authority or for any public use, or shall
be
- 21 -
25
destroyed or damaged by fire or casualty, or by the action of any public
authority, then this Lease may be terminated at the election of Landlord. Such
election, which may be made notwithstanding the fact that Landlord's entire
interest may have been- divested, shall be made by the giving of notice by
Landlord to Tenant within 30 days after the right of election accrues.
6.2 RESTORATION. If Landlord does not exercise said election, this Lease
shall continue in force and a just proportion of the rent reserved, according to
the nature and extent of the damages sustained by the Premises, but not in
excess of the net proceeds of insurance recovered by Landlord under the rental
value or similar insurance carried by Tenant pursuant to Section 4.2.3.2, shall
be suspended or abated until the Premises, or what may remain thereof, shall be
put by Landlord in proper condition for use, which Landlord covenants to do with
reasonable diligence to the extent permitted by the net proceeds of insurance
recovered or damages awarded for such taking, destruction or damage and subject
to zoning and building laws or ordinances then in existence.
6.3 AWARD. Irrespective of the form in which recovery may be had by law,
all rights to damages or compensation shall belong to Landlord in all cases.
Tenant hereby grants to Landlord all of Tenant's rights to such damages and
covenants to deliver such further assignments thereof as Landlord may from time
to time request.
- 22 -
26
ARTICLE VII
DEFAULTS
7.1 EVENTS OF DEFAULT. (a) If Tenant shall default in the performance of
any of its obligations to pay the Fixed Rent or Additional Rent hereunder and if
such default shall continue for 10 days after notice from Landlord designating
such default or if within 30 days after notice from Landlord to Tenant
specifying any other default or defaults Tenant has not commenced diligently to
correct the default or defaults so specified or has not thereafter diligently
pursued such correction to completion, or (b) if Tenant becomes insolvent or
fails to pay its debts as they fall due, or (c) if the leasehold estate under
this Lease or any substantial part of the property of Tenant is taken on
execution, or by other process of law, or is attached or subjected to any other
involuntary encumbrance, or (d) if a receiver, trustee, custodian, guardian,
liquidator or similar agent is appointed with respect to Tenant, or if any such
person or a mortgagee, secured party or other creditor takes possession of the
Premises or of any substantial part of the property of Tenant, and, in either
case, if such appointment or taking of possession is not terminated within 30
days after it first occurs, or (e) if a petition is filed by or with the consent
of Tenant under any federal or state law concerning bankruptcy, insolvency,
reorganization, arrangement, or relief from creditors, and such petition is not
dismissed within 30 days thereafter, or (f) if Tenant or any Guarantor which is
a corporation dissolves or is dissolved or liquidates or adopts any plan or
commences any proceeding, the result of which is intended to include dissolution
or liquidation, then, Landlord may immediately or at any time
- 23 -
27
thereafter terminate this Lease whereupon all rights and liabilities of the
parties hereto shall cease.
7.2 LANDLORD'S RIGHT TO CURE DEFAULTS. Landlord may, but shall not be
obligated to, cure, at any time, following 10 days' prior notice to Tenant,
except in cases of emergency when no notice shall be required, any default by
Tenant under this Lease; and whenever Landlord so elects, all costs and expenses
incurred by Landlord, including reasonable attorneys' fees, in curing a default
shall be paid by Tenant to Landlord as Additional Rent on demand.
7.3 EFFECT OF WAIVERS OF DEFAULT. Any consent or permission by Landlord to
any act or omission which otherwise would be a breach of any covenant or
condition herein, or any waiver by Landlord of the breach of any covenant or
condition herein, shall not in any way be held or construed (unless expressly so
declared) to operate so as to impair the continuing obligation of any covenant
or condition herein, or otherwise, except as to the specific instance, operate
to permit similar acts or omissions.
The failure of Landlord to seek redress for violation of, or to insist upon
the strict performance of, any covenant or condition of this lease shall not be
deemed a waiver of such violation nor prevent a subsequent act, which would have
originally constituted a violation, from having all the force and effect of an
original violation. The receipt by Landlord of rent with knowledge of the breach
of any covenant of this Lease shall not be deemed to have been a waiver of such
breach by Landlord, or by Tenant, unless such waiver be in writing signed by the
party to be charged. No
- 24 -
28
consent or waiver, express or implied, by Landlord to or of any breach of any
agreement or duty shall be construed as a waiver or consent to or of any other
breach of the same or any other agreement or duty.
7.4 NO ACCORD AND SATISFACTION. No acceptance by Landlord of a lesser sum
than the Fixed Rent, Additional Rent or any other charge then due shall be
deemed to be other than on account of the earliest installment of such rent or
charge due, unless Landlord elects by notice to Tenant to credit such sum
against the most recent installment due, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as rent or other
charge be deemed a waiver, an agreement or an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's right
to recover the balance of such installment or pursue any other remedy in this
Lease provided.
ARTICLE VIII
MORTGAGES
8.1 RIGHTS OF MORTGAGE HOLDERS. The word "mortgage" as used herein
includes mortgages, deeds of trust or other similar instruments evidencing other
voluntary liens or encumbrances, and modifications, consolidations, extensions,
renewals, replacements and substitutes thereof. The word "holder" shall mean a
mortgagee, and any subsequent holder or holders of a mortgage. Landlord and
Tenant hereby acknowledge that Lender is the current and only holder of a
mortgage on the Premises. Until Lender or any other holder of a mortgage
(hereinafter
- 25 -
29
"holder" or "holder of a mortgage") shall enter and take possession of the
Premises for the purpose of foreclosure, such holder shall have only such rights
of Landlord as are necessary to preserve the integrity of this Lease as
security. Upon entry and taking possession of the Premises for the purpose of
foreclosure, such holder shall have all the rights of Landlord. Notwithstanding
any other provision of this Lease to the contrary, including without limitation
Section 9.4, no such holder of a mortgage shall be liable either as mortgagee or
as assignee, to perform, or be liable in damages for failure to perform, any of
the obligations of Landlord unless and until such holder shall enter and take
possession of the Premises for the purpose of foreclosure. Upon entry for the
purpose of foreclosure, such holder shall be liable to perform all of the
obligations of Landlord accruing from and after such entry subject to and with
the benefit of the provisions of Section 9.4, provided that a discontinuance of
any foreclosure proceeding shall be deemed a conveyance under said provisions to
the owner of the Premises. No Fixed Rent, Additional Rent or any other charge
shall be paid more than 30 days prior to the due dates thereof and payments made
in violation of this provision shall (except to the extent that such payments
are actually received by a mortgagee in possession or in the process of
foreclosing its mortgage) be a nullity as against such holder of a mortgage and
Tenant shall be liable for the amount of such payments to such holder. Tenant
agrees on request of Landlord to execute and deliver from time to time any
agreement which may be necessary to implement the provisions of this
Section 8.1.
- 26 -
30
8.2 LEASE SUPERIOR OR SUBORDINATE TO MORTGAGES. This Lease is and shall
continue to be subject and subordinate to the presently existing mortgage held
by Lender or any future mortgages secured by the Premises, and to any and all
advances hereafter made thereunder, and to the interest of Lender and any other
holder or holders thereof in the Premises. Lender shall have the election to
subordinate the mortgage held by Lender to this Lease, exercisable by filing
with the appropriate recording office a notice of such election, whereupon this
Lease shall have priority over such mortgage. A copy of such filing shall be
given to Tenant. Such election by the Lender shall not affect priority with
respect to this Lease of any other mortgage.
Any mortgage or other voluntary lien or other encumbrance recorded
subsequent to the recording of the notice or short form referred to in Section
9.3 shall be subject and subordinate to this Lease unless Landlord and the
holder of any such subsequent mortgage and Lender and any other holders of
mortgages prior to such subsequent mortgage elect to subordinate this Lease to
such subsequent mortgage and to any and all advances thereafter made thereunder
and to the interest of the holder thereof in the Premises, such election to be
exercisable by Landlord and Lender and all such other holders by filing with the
appropriate recording office (a) a notice of such election and (b) an agreement
between the holder of such subsequent mortgage and Tenant, consented to by
Lender and the other holders of all mortgages having priority over such
subsequent mortgage, by the terms of which such holder will agree to recognize
the rights of Tenant under this Lease and to accept Tenant as
- 27 -
31
tenant of the Premises under the terms and conditions of this Lease in the event
of acquisition of title by such holder through foreclosure proceedings or
otherwise and Tenant will agree to recognize the holder of such subsequent
mortgage as Landlord in such event, which agreement shall be made expressly to
bind and inure to the benefit of the successors and assigns of Tenant and of
such holder and upon anyone purchasing said Premises at any foreclosure sale
brought by such holder. Tenant and Landlord agree to execute and deliver any
appropriate instruments necessary to carry out the agreements contained in this
Section 8.2. Any such subsequent mortgage to which this Lease is subordinated
may contain such terms, provisions and conditions as the holder deems usual or
customary.
8.3 LENDER'S CONSENT. Landlord and Tenant hereby agree and acknowledge
that this Lease shall be of no force and effect unless and until approved and
consented to by Lender, as evidenced by Lender's signature hereto.
8.4 RIGHTS OF HOLDER OF MORTGAGE. No act or failure to act on the part of
Landlord which would entitle Tenant under the terms of this Lease, or by law, to
be relieved of Tenant's obligations hereunder or to terminate this Lease, shall
result in a release or termination of such obligations or a termination of this
Lease unless (i) Tenant shall have first given written notice of Landlord's act
or failure to act to Lender or any other of Landlord's mortgagees of record, if
any, specifying the act or failure to act on the part of Landlord which could or
would give basis to Tenant's rights; and (ii) Lender or any other such
mortgagees, after receipt of such notice, have failed or refused to correct or
cure the condition complained of within a reasonable
- 28 -
32
time thereafter; but nothing contained in this Section 8.4 shall be deemed to
impose any obligation on Lender or any other such mortgagees to correct or cure
any condition. "Reasonable time" as used above means and includes a reasonable
time to obtain possession of the mortgaged premises if Lender or any other such
mortgagee elects to do so and a reasonable time to correct or cure the condition
if such condition is determined to exist.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1 NOTICES FROM ONE PARTY TO THE OTHER. All notices required or permitted
hereunder shall be in writing and addressed, if to the Tenant, at the Original
Address of Tenant or such other address as Tenant shall have last designated by
notice in writing to Landlord and, if to Landlord, at the Original Address of
Landlord or such other address as Landlord shall have last designated by notice
in writing to Tenant. Any notice shall be deemed duly given when mailed to such
address postage prepaid, registered or certified mail, return receipt requested,
or when delivered to such address by hand.
9.2 QUIET ENJOYMENT. Landlord agrees that upon Tenant's paying the rent
and performing and observing the terms, covenants, conditions and provisions on
its part to be performed and observed, Tenant shall and may peaceably and
quietly have, hold and enjoy the Premises during the Term without any manner of
hindrance or molestation from Landlord or anyone claiming under Landlord,
subject, however, to the terms of this Lease.
- 29 -
33
9.3 LEASE NOT TO BE RECORDED. Landlord and Tenant agree that they will not
record this Lease. Both parties shall, upon the request of either, execute and
deliver a notice or short form of this Lease in such form, if any, as may be
permitted by applicable statute. If this Lease is terminated before the Term
expires the parties shall execute, deliver and record an instrument
acknowledging such fact and the actual date of termination of this Lease, and
Tenant hereby appoints Landlord its attorney-in-fact, coupled with an interest,
with full power of substitution to execute such instrument.
9.4 BIND AND INURE; LIMITATION OF LANDLORD'S LIABILITY. The obligations of
this Lease shall run with the land, and this Lease shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. No owner of the Premises shall be liable under this Lease except for
breaches of Landlord's obligations occurring while owner of the Premises.
Neither Landlord nor any trustee or beneficiary thereof shall have any personal
liability hereunder, it being expressly agreed that all liability of Landlord
hereunder shall be limited to the assets of Landlord which comprise the Premises
but no upon other assets of Landlord.
9.5 ACTS OF GOD. In any case where either party hereto is required to do
any act, delays caused by or resulting from Acts of God, war, civil commotion,
fire, flood or other casualty, labor difficulties, shortages of labor, materials
or equipment, government regulations, unusually severe weather, or other causes
beyond such party's reasonable control shall not be counted in determining the
time during which work shall be completed, whether such time be designated by a
fixed date, a fixed
- 30 -
34
time or a "reasonable time", and such time shall be deemed to be extended by the
period of such delay.
9.6 LANDLORD'S DEFAULT. Landlord shall not be deemed to be in default in
the performance of any of its obligations hereunder unless it shall fail to
perform such obligations and such failure shall continue for a period of 30 days
following receipt of notice from Tenant or such additional time as is reasonably
required to correct any such default after notice has been given by Tenant to
Landlord specifying the nature of Landlord's alleged default.
9.7 BROKERAGE. Tenant warrants and represents that it has had no dealings
with any broker or agent in connection with this Lease and covenants to defend
with counsel approved by Landlord, hold harmless and indemnify Landlord from and
against any and all cost, expense or liability for any compensation, commissions
and charges claimed by any broker or agent with respect to Tenant's dealings in
connection with this Lease or the negotiation thereof.
9.8 APPLICABLE LAW AND CONSTRUCTION.
9.8.1 APPLICABLE LAW. This Lease shall be governed by and construed in
accordance with the laws of the state in which the Premises are located. If any
term, covenant, condition or provision of this Lease or the application thereof
to any person or circumstances shall be declared invalid, or unenforceable by
the final ruling of a court of competent jurisdiction having final review, the
remaining terms, covenants, conditions and provisions of this Lease and their
application to persons or circumstances shall not be affected thereby and shall
continue to be
- 31 -
35
enforced and recognized as valid agreements of the parties, and in the place of
such invalid or unenforceable provision, there shall be substituted a like, but
valid and enforceable provision which comports to the findings of the aforesaid
court and most nearly accomplishes the original intention of the parties.
9.8.2 NO OTHER AGREEMENT. There are no oral or written agreements
between Landlord and Tenant affecting this Lease. This Lease may be amended, and
the provisions hereof may be waived or modified, only by instruments in writing
executed by Landlord and Tenant.
9.8.3 TITLES. The titles of the several Articles and Sections
contained herein are for convenience only and shall not be considered in
construing this Lease.
9.8.4 "LANDLORD" AND "TENANT". Unless repugnant to the context, the
words "Landlord" and "Tenant" appearing in this Lease shall be construed to mean
those named above and their respective heirs, executors, administrators,
successors and assigns, and those claiming through or under them respectively.
If there be more than one tenant the obligations imposed by this Lease upon
Tenant shall be joint and several.
9.9 SUBMISSION NOT AN OFFER. The submission of a draft of this Lease
or a summary of some or all of its provisions does not constitute an offer to
lease or demise the Premises, it being understood and agreed that neither
Landlord nor Tenant shall be legally bound with respect to the leasing of the
Premises unless and until this Lease has been executed by both Landlord and
Tenant and a fully executed copy delivered.
- 32 -
36
WITNESS the execution hereof under seal as of the day and year set forth in
Section 1.1.
Landlord:
NETWORK PLUS REALTY TRUST
/s/ Xxxxxx X. Xxxx
--------------------------------------------
Xxxxxx X. Xxxx, as Trustee as aforesaid
and not individually
/s/ Xxxxxx X. Xxxx, Xx.
--------------------------------------------
Xxxxxx X. Xxxx, Xx., as Trustee as
aforesaid and not individually
/s/ Xxxxxx X. Xxxx
--------------------------------------------
Xxxxxx X. Xxxx, as Trustee as
Aforesaid and not individually
Tenant:
NETWORK PLUS, INC.
By: /s/ Xxxxxx X. Xxxx, Xx.
-----------------------------------------
Name: Xxxxxx X. Xxxx, Xx.
Its: President
- 33 -
37
THE FOREGOING LEASE IS CONSENTED TO (INCLUDING ALL THE TERMS AND
CONDITIONS THEREOF, INCLUDING WITHOUT LIMITATION PARAGRAPHS 4.21 (REAL ESTATE
TAXES), 4.23 (INSURANCE), 5.17 (ENVIRONMENTAL COMPLIANCE), 5.2.1 (ASSIGNMENT AND
SUBLETTING) AND ARTICLE VIII (MORTGAGES)).
SHAWMUT BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Its: Vice President
- 34 -
38
EXHIBIT A
DESCRIPTION OF PROPERTY
FURNACE BROOK OFFICE CONDOMINIUM
The land included in the Condominium is the land at 1261 Furnace Brook Parkway,
Quincy, Norfolk County, Massachusetts, consisting of parcels of registered land
and unregistered land more particularly bounded and described as follows:
PARCEL ONE: (REGISTERED LAND)
The land at Furnace Brook Parkway and Xxxxxx Street, Quincy, Norfolk County,
Massachusetts, being shown as Xxx 0 xx xxxx Xxxxx Xxxx Xx. 00000X, dated
September 14, 1986, a copy of which is filed at the Land Registration Office for
Norfolk County, with Certificate of Title No. 103768.
PARCEL TWO: (REGISTERED LAND)
The land at Furnace Brook Parkway and Xxxxxxxx Street, Quincy, Norfolk County,
Massachusetts, being shown as Xxxx 0 xxx 0 xx Xxxx Xxxxx Xxxx Xx. 00000X, dated
September 14, 1986, a copy of which is filed at the Land Registration Office for
Norfolk County, with Certificate of Title No. 103768, and a parcel being shown
on a plan by Xxxxxx Xxxxxx, Surveyor, dated August 1965 filed in the land
Registration Office as No. 34049A, a copy of a portion of which is filed at the
Land Registration Office for Norfolk County, with Certificate of Title No.
79990, Book 400.
PARCEL THREE: (REGISTERED LAND)
The land at Furnace Brook Parkway, Quincy, Norfolk County, Massachusetts, shown
as Lot 7 on a "Plan of Land on Xxxxxx Street, Quincy, Mass. Being a Subdivision
of Xxx 0 xx xxxxx xx Xxxx Xxxxx Xxxx 00000X" dated June 10, 1988, by Xxxx X.
Xxxxxx, Registered Land Surveyor, as approved by the Court, filed with said
Registry District as Xxxx Xxxxx Xxxx Xx. 00000X.
PARCEL FOUR: (UNREGISTERED LAND)
The land at Xxxxxxxx Street, Quincy, Norfolk County, Massachusetts, more
particularly bounded and described as follows:
A-1
39
NORTHERLY: by Xxxxxxxx street, 23.7 feet;
EASTERLY: by land now or formerly of Xxxxx X. Xxxxx, 176.52 feet;
SOUTHERLY: by land now or formerly of Xxxxxx Xxxx, et ux., 21.7 feet;
WESTERLY: by land now or formerly of Xxxxxx Xxxxxxxxx, et al, 178.00 feet.
Said parcel is shown as Plot 9 on City of Quincy, Assessor's Plan No. 4017.
PARCEL FIVE (UNREGISTERED LAND)
The land at Xxxxxxxx Street, Quincy, Norfolk County, Massachusetts, more
particularly bounded and described as follows:
NORTHERLY: by Xxxxxxxx Street, 38.00 feet;
EASTERLY: by land now or formerly of Xxxxxx Xxxxxxx and land now or
formerly of Xxxxxx Xxxx, et ux. 174.14 feet;
SOUTHERLY: by land now or formerly of Xxxxxx Xxxx et ux, 37.92 feet;
WESTERLY: by land formerly of Xxxxx X. Xxxxx, 176.52 feet.
Said parcel is shown as Plot 10 on City of Quincy Assessors' Plan No. 4017.
There is excepted from Parcels Four and Five the following:
The land in Quincy, Norfolk County, Massachusetts, bounded and described as
follows.
Commencing at a point on the Northeasterly lot line of Lot B-2 on a plan
entitled "Subdivision Plan of Land in Quincy" dated May 16, 1962, by Xxxxxx X.
Xxxxxxxx, R.L.S., recorded with Norfolk Deeds, Plan Book 364, Plan 135 (said lot
line being shown as 81.92 feet on said plan), and running
North 69 degrees 49' 45" West by said lot line a distance of 59.62 feet; then
turning and running
North 20 degrees 37' 43" East a distance of 18.0 feet; then turning and running
South 70 degrees 15' 42" East a distance of 59.84 feet; then turning and running
South 21 degrees 16' 58" West a distance of 18.46 feet to the point of
beginning.
Said parcel is shown as Lot A on a "Plan of Land in Quincy" dated February 12,
1987, revised May 9, 1987, by Xxxx X. Xxxxxx, Registered Land Surveyor, recorded
with Norfolk Deeds, Plan Book Plan No.
A-2
40
PARCEL SIX: (UNREGISTERED LAND)
The land in Quincy, Norfolk County, Massachusetts, bounded and described as
follows:
Commencing at a point on the Northeasterly lot line of Lot B-2 on a plan
entitled "Subdivision Plan of Land in Quincy" dated May 16, 1962, by Xxxxxx X.
Xxxxxxxx, R.L.S., recorded with Norfolk Deeds, Plan Book 364, Plan 135 (said lot
line being shown as 125.0 + feet on said plan), and running
North 24 degrees 06' 48" East by said lot line a distance of 61.53 feet; then
turning and running
North 66 degrees 17' 12" East a distance of 7.0 feet; then turning and running
South 21 degrees 16' 58" West a distance of 27.00 feet; then turning and running
North 66 degrees 13' 02" West a distance of 29.0 feet; then turning and running
South 21 degrees 16' 58" West a distance of 41.68 feet; then turning and running
South 70 degrees 15' 42" East a distance of 32.59 feet to the point of
beginning.
Said parcel is shown as Lot C on a "Plan of Land in Quincy" dated February 12,
1987, revised May 8, 1987, by Xxxx X. Xxxxxx, Registered Land Surveyor, recorded
with Norfolk Deeds, Plan Book __________, Plan No. _____.
For title to PARCEL ONE see Deeds of Xxxx Xxxxxxx filed with the Norfolk County
Registry District of the Land Court as Document Nos. 522733 and 522734.
For title to PARCEL TWO see Deed of Xxxx Xxxxxxx filed with said Registry
District as Document No. 522732.
For title to PARCEL THREE see Deeds of Xxxx Xxxxxxx filed with said Registry
District as Document Nos. 522733 and 522734.
For title to PARCEL FOUR see Deed of Xxxx Xxxxxxx filed with said Registry
District as Document No. 522732 and recorded with Norfolk County Registry of
Deeds on May 28, 1987 as Instrument No. 64363.
For titled to PARCEL FIVE see Deed of Xxxx Xxxxxxx filed with said Registry
District as Document No. 522732 and recorded with said Deeds on May 28, 1987, as
Instrument No. 64363.
A-3
41
For title to PARCEL SIX see Deed from Xxxxxx X. X'Xxxxx, Xxxxxxxxx X. X'Xxxxx,
and Xxxx X. Xxxx, Xx., Trustees of CD Realty Trust 57, u/d/t dated July 31,
1987, recorded with Norfolk Deeds on 1988 as Instrument No. __________, said
Deed being recorded with said Deeds on ______________, 1988 as Instrument Xx.
X-0
00
XXXXXXX X-0
Description of Premises
FURNACE BROOK OFFICE CONDOMINIUM
UNIT BLDG. FLOOR APPROX. AREA PERCENTAGE
NO. NO. LOCATION OF UNIT INTEREST
-------------------------------------------------------------------------
20 B second 10,167.8 19.45
21 B second 731.2 1.40
30 B third 11,908.3 22.78
40 B fourth 3,157.6 6.04
41 B fourth 841.2 1.61
43 B fourth 1,393.0 2.66
44 B fourth 6,160.5 11.77
A-1-1
43
EXHIBIT B
To Lease Between
Trustees of Network Plus Realty Trust, Landlord
and
Network Plus, Inc., Tenant
SCHEDULE OF LEASEHOLD IMPROVEMENTS
1. Network Plus, corporate offices, 2nd floor plan, Al.2, prepared by
Xxxx X. Xxxxxxx, Associates, Inc., Architects, dated June 14, 1993.
2. Network Plus, corporate offices, 3rd floor plan, Al.3, prepared by
Xxxx X. Xxxxxxx, Associates, Inc., Architects, dated June 14, 1993.
B-1
44
FIRST AMENDMENT TO NET LEASE
THIS FIRST AMENDMENT TO NET LEASE made this 30th day of April, 1998, by and
between NETWORK PLUS REALTY TRUST, a Massachusetts nominee trust ("Landlord")
and NETWORK PLUS, INC., a Massachusetts corporation ("Tenant").
WHEREAS, Landlord and Tenant entered into a written Net Lease dated July 1,
1993 (the "Net Lease") of certain premises located at 000-000 Xxxxxxxx Xxxxxx,
Xxxxxx, XX; and
WHEREAS, Landlord and Tenant mutually desire to amend the Net Lease.
NOW, THEREFORE, in consideration of One ($1.00) Dollar and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Landlord and Tenant do hereby mutually agree to amend the Net
Lease as follows:
1. Section 4.1 shall be amended by deleting the second sentence thereof
in its entirety and by substituting instead the following new sentence:
"Annual Fixed Rent shall be in an amount equal to $431,205.24 per
annum (equivalent of $35,933.77 per month)."
2. In all other respects, except as hereinabove amended, the terms,
provisions, conditions and covenants contained in the Net Lease shall remain in
full and force and effect and continue to apply and bind the parties.
WITNESS the execution hereof under seal as of the day and year set forth
above.
LANDLORD:
NETWORK PLUS REALTY TRUST
/s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx, as Trustee as
aforesaid and not individually
/s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx, as Trustee as
aforesaid and not individually
45
/s/ Xxxxxx X. Xxxx
----------------------------------------
Xxxxxx X. Xxxx, as Trustee as
aforesaid and not individually
TENANT:
NETWORK PLUS, INC.
By: /s/ Xxxxxx X. Xxxx, Xx.
-------------------------------------
Xxxxxx X. Xxxx, Xx.
President
CONSENT
The foregoing First Amendment to Net Lease is consented to,
Fleet Bank, N.A. (successor by merger
to Shawmut Bank, N.A.)
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Its: Vice President
