Exhibit 2.5
SECOND AMENDMENT TO SUBLEASE
THIS SECOND AMENDMENT TO SUBLEASE (this "Amendment") is
entered into as of October 10, 1997, by and between TMO, INC.,
having an address at 81 Wyman Street, Waltham, Massachusetts
02254 ("Landlord"), and THERMO TERRATECH INC., having an address
at 81 Wyman Street, Waltham, Massachusetts 02254 ("Tenant").
W I T N E S S E T H:
WHEREAS, pursuant to the terms of that certain Agreement of
Lease dated as of December 31, 1985 (as amended, the
"Overlease"), by and between W & C Investment Co.
("Overlandlord"), successor-in-interest to Claridge Properties
Ltd., and Landlord, successor-in-interest to Thermo Electron
Corporation, Overlandlord currently leases to Landlord certain
premises known and numbered as 12068 Market Street, Livonia,
Michigan, and more particularly described in the Overlease (the
"Demised Premises"); and
WHEREAS, pursuant to the terms of that certain Sublease
dated as of March 30, 1986 (as amended, the "Sublease"), by and
between Landlord and Tenant, successor-in-interest to
Holcroft/Loftus, Inc., Landlord currently subleases to Tenant the
Demised Premises; and
WHEREAS, Landlord and Tenant desire to amend the Sublease as
more particularly set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Section 6.6 of the Sublease is hereby amended to
incorporate by reference into the Sublease the provisions of
Article 30 of the Overlease.
2. The following new Article is hereby added to the
Sublease:
"Article 9. Option to Extend.
Section 9.1. Provided that Tenant shall not be in
default of its obligations under this Sublease, Tenant shall have
an option to extend the Term of this Sublease for one (1)
additional period of five (5) years (the "Renewal Period"), which
option shall be exercisable by written notice to Landlord given
no less than thirteen (13) months prior to the expiration of the
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then current Term. Upon receipt of such notice, Landlord shall
exercise its corresponding option to renew the Overlease. All of
the terms, covenants and provisions of this Sublease shall apply
to such Renewal Period, except that the annual fixed rental
payable with respect to such Renewal Period shall be equal to the
annual Fixed Rent payable to Overlandlord under Article 30 of the
Overlease. In the event that Tenant elects to exercise its
option to extend under this Section 9.1, Tenant shall be
responsible for the payment of all costs payable by the lessee
under Section 30.04 of the Overlease. During the Renewal Period,
all references in this Sublease to the Term shall be deemed to
mean the original Term as extended by the Renewal Period. Tenant
shall have no further right to extend the Term of this Sublease
following the expiration of the Renewal Period."
3. Except as specifically herein provided, all of the
terms, provisions, covenants and conditions of the Sublease are
hereby ratified and confirmed and shall continue in full force
and effect. Any capitalized term not defined herein shall have
the meaning ascribed to it under the Sublease.
4. The individuals executing this Amendment hereby
represent and warrant that they are empowered and duly authorized
to so execute this Amendment on behalf of the parties they
represent.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as a sealed instrument as of the date
first above written.
LANDLORD:
TMO, INC.,
a Delaware corporation
By: /s/Sandra L. Lambert
Name: Sandra L. Lambert
Title: Secretary
TENANT:
THERMO TERRATECH INC.,
a Delaware corporation
By: /s/ John P. Appleton
Name: John P. Appleton
Title: Chief Executive Officer