EXHIBIT 10.6
LEASE AMENDING AGREEMENT entered into as of the first day of January 1995
BETWEEN: CLARIDGE PROPERTIES LTD., a body politic and corporate
duly incorporated as such, having its head office in
the district of Montreal, province of Quebec,
(hereinafter called the "Lessor")
AND: THERMO ELECTRON CORPORATION, a body politic and
corporate duly incorporated, having an office at 81
Wyman Street, Waltham, Massachusetts 02254,
(hereinafter called the "Lessee")
AND: TMO, INC., a body politic and corporate duly
incorporated, having an office at 81 Wyman Street,
Waltham, Massachusetts 02254,
(hereinafter called "Assignee")
WHEREAS by a lease made as of the 31st day of December 1985 by and
between the Lessor and the Lessee (the "Lease"), the Lessor leased to the
Lessee for a term of ten (10) years commencing on the 31st day of December
1985 land located in Livonia, Michigan, as more fully described in Exhibit
I to the Lease;
WHEREAS, by that certain Assignment of Lease dated as of December 31,
1985 (the "Assignment"), the Lessee assigned to the Assignee all of the
Lessee's right, title and interest in and to the Lease pursuant to the
provisions of section 14 of the Lease, which Assignment expressly provides
that the Lessee shall continue to be liable to the Lessor under the Lease,
as a principal and not as a guarantor or surety, to the same extent as
though no assignment had been made; and
WHEREAS the Lessor and the Lessee and the Assignee have agreed to
extend the term of the Lease so that it ends on December 31, 2004 (unless
sooner terminated as provided under the Lease), and to amend the Lease, the
whole in accordance with the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. The preamble hereto forms a part hereof as if herein recited at
length.
2. The Lease is hereby amended as follows:
a) The last paragraph of section 1 of the Lease is amended by
replacing the word "ten" in the second line thereof with the word
"nineteen";
PAGE
b) Section 3 of the Lease is amended to provide that the annual
fixed rental for the tenth year of the term shall be $584,500 and
for subsequent years the amounts set forth in the table below:
11th 12 months $584,500
12th 12 months 584,500
13th 12 months 584,500
14th 12 months 584,500
15th 12 months 709,750
16th 12 months 709,750
17th 12 months 709,750
18th 12 months 709,750
19th 12 months 709,750
c) Section 14.01(c) of the Lease is hereby deleted in its entirety
and the following is substituted therefor:
"(c) If and when, and so long as, fifty percent (50%)
or more of the leasable area of the building forming
part of the Demised Premises shall be occupied by one
or more persons or parties other than Lessee (or any
Subsidiary, as said term is hereinafter defined, which
is not paying rental and other consideration to Lessee
for use of the Demised Premises in an aggregate amount
which, when divided by the number of square feet
occupied by such Subsidiary, exceeds the total Fixed
Rent and Additional Rent, calculated on a per square
foot basis, then payable under this Lease), Lessee
shall pay to Lessor as Additional Rent on a monthly
basis the amount, if any, by which the aggregate of the
rentals and all other sums paid by such assignee(s),
subtenant(s) or purchaser(s) to Lessee, for use of the
Demised Premises, whether directly or indirectly (after
subtracting therefrom all reasonable costs incurred by
Lessee in connection with such assignment, subletting
or other transfer, including without limitation
brokerage commissions, attorney's fees and tenant
improvement costs), when divided by the number of
square feet of said building occupied by such
assignee(s), subtenant(s) or purchaser(s), exceed the
total Fixed Rent and Additional Rent, calculated on a
per square foot basis, then payable under this Lease;
and"
d) The following language is hereby added to the end of Section
14.01:
"The term 'Subsidiary' for purposes of this Section
14.01 shall mean any corporation with respect to which
Thermo Electron Corporation (or any Subsidiary thereof)
owns a majority of the common stock or has the power to
vote or direct the voting of sufficient securities to
elect a majority of the directors at all times."
e) Section 20 of the Lease is amended by replacing the address 630
Dorchester Boulevard West, Montreal, Quebec H3B 1X5 with the
address 1170 Peel Street, Suite 800, Montreal, Quebec H3B 4P2;
and
PAGE
f) Section 20 of the Lease is further amended by deleting clause (b)
thereof in its entirety and substituting therefor the following:
"(b) if to Lessee, addressed to Lessee at 81 Wyman
Street, Waltham, Massachusetts 02254, with a copy of
Thermo Electron Corporation, 81 Wyman Street, Waltham,
Massachusetts 02254, Attention: General Counsel."
3. The parties confirm that in all other respects the terms, covenants
and conditions of the Lease remain unchanged and in full force and
effect, except as modified by this agreement.
4. This agreement shall be binding upon and ensure to the benefit of the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF the parties hereto have duly executed this
agreement as of the day and year first above written.
Witnesses: CLARIDGE PROPERTIES LTD.
Per: Peter Coughlin
---------------------------- ----------------------------
Peter Coughlin, President
---------------------------- Per: ----------------------------
Witnesses: THERMO ELECTRON CORPORATION
Per: Jonathan W. Painter
---------------------------- ----------------------------
Jonathan W. Painter,Treasurer
---------------------------- Per: ----------------------------
Witnesses: TMO, INC.
Per: Jonathan W. Painter
---------------------------- ----------------------------
Jonathan W. Painter,Treasurer