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Exhibit 10.11
FIRST AMENDMENT
This First Amendment (the "Amendment") is made and entered into as of
the 31st day of March, 1998, by and between EOP-CANTERBURY GREEN, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and TRENWICK AMERICA
CORPORATION, A DELAWARE CORPORATION ("Tenant").
WITNESSETH
A. WHEREAS, Landlord and Tenant are parties to that certain lease dated
the 29th day of January, 1998, (the "Lease") for space currently
containing approximately 22,797 rentable square feet on the second
(2nd) floor (the "Second Floor Space") and 11,699 rentable square feet
on the fourth (4th) floor (the "Fourth Floor Space") (collectively, the
"Premises") of the building commonly known as One Canterbury Green and
the address of which is One Canterbury Green, Stamford, Connecticut
(the "Building"); and
B. WHEREAS, Coopers & Lybrand ("Coopers") currently leases space
containing approximately 22,832 rentable square feet on the third (3rd
floor of the Building and Coopers has not exercised its option to
extend the term of its lease (the "Coopers Lease") for such space and
therefore, upon the expiration of Coopers Lease, such space shall be
available for leasing to Tenant; and
C. WHEREAS, Tenant is hereby exercising its option (the "Substitution
Option" as defined in Section I.A.5 of the Lease) to substitute the
Third Floor Space for the Fourth Floor Space pursuant to Section I.A.5
of the Lease and, in addition, is leasing the remainder of the space on
the third floor of the Building. Accordingly, for purposes hereto the
term "Third Floor Space" shall mean 22,832 square feet on the third
floor of the Building; and
D. WHEREAS, Tenant and Landlord mutually desire that the Lease be amended
on and subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Landlord
and Tenant agree as follows:
1. PREMISES. Effective as of the date hereof (the "Effective
Date") Section l.A.5 of the Lease shall be deleted in its
entirety and the following inserted in lieu thereof:
"5 "Premises" shall be deemed to mean the area outlined
on Exhibits A and A1 attached hereto. Landlord and
Tenant hereby stipulate and agree that the Rentable
Area of the Premises shall be deemed to mean 45,629
square feet, consisting of 22,797 square feet on the
second (2nd ) floor as shown on Exhibit A attached
hereto (the "Second Floor Space") and 22,832 square
feet on the third (3rd) floor as shown on Exhibit A-1
attached hereto. Tenant acknowledge that the space on
the third floor is currently demised into two
separate parcels of space, the first of which
contains 13,936 square feet ("Space A") and the
second of which contains 8,896 square feet ("Space
B"). Tenant further acknowledges that Space B may be
delivered to Tenant subsequent to the delivery of the
Second Floor
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Space and Space A (together, the "Initial Space");
accordingly, the Commencement Date with respect to such spaces
may occur at separate times. In the event the Commencement
Date for Space B occurs subsequent to the Commencement Date
for the Initial Space, the Lease Term shall be determined
based upon the initial Commencement Date, it being agreed that
the Lease Term for the Initial Space and Space B shall expire
coterminously. The "Rentable Area of the Building" shall mean
217,500 square feet. If the Premises being leased to Tenant
hereunder include one or more floors within the Building in
their entirety, the definition of Premises with respect to
such full floor(s) shall include all corridors and restroom
facilities located on such floor(s). Unless specifically
provided herein to the contrary, the Premises shall not
include any telephone closets, electrical closets, janitorial
closets, equipment rooms or similar areas on any full or
partial floor that are used by Landlord for the operation of
the Building."
1. BASE RENTAL. Effective as of the Effective Date, Section I.A.2
of the Lease shall be deleted in its entirety and the
following inserted in lieu thereof:
"2. "Base Rental" shall mean the sums that Tenant is required to
pay to Landlord in accordance with the following schedule.
a. sixty (60) equal installments of one hundred eighteen
thousand two hundred fifty five and 15/100 dollars
($118,255.15), each payable on or before the first
day of each month during the period beginning on the
Commencement Date (hereinafter defined) and ending on
the last day of the sixtieth (60) full calendar month
of the Lease Term, provided that the installment of
Base Rental for the third (3rd) full calendar month
of the Lease Term shall be payable upon the execution
of this Lease by Tenant. Notwithstanding the
foregoing, the amount of such monthly installments of
Base Rental is subject to modification as follows:
(i)In the event that the Commencement Date for Space
B occurs after the Commencement Date for the Initial
Space, Tenant shall only be required to pay Base
Rental with respect the Initial Space. In such case,
the monthly installment of Base Rental as of the
Commencement Date would be $95,199.70 and, upon the
occurrence of the Commencement Date with respect to
Space B, the monthly installment of Base Rental
would increase by $23,055.45 to be $118,255.15;
(ii) In the event the Commencement Date does not
occur on the first day of a calendar month (or in
the event the Commencement Date with respect to a
particular space does not occur on the first day of
a calendar month), Base Rental with respect to such
initial calendar month shall be appropriately
prorated based upon a percentage the numerator of
which is the number of days of Lease Term that fall
within such calendar month and the denominator of
which in the total number of days in such calendar
month;
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(iii) provided Tenant is not in default after the
expiration of applicable cure periods, Tenant shall
be entitled to receive a full abatement of Base
Rental with respect to the first sixty (60) days of
the Lease Term (the "Abatement Period"). If the
Lease Term with respect to the entire Premises does
not occur on the same day, such Abatement Period
shall be determined separately with respect to each
space comprising the Premises. In addition to
performing Initial Alterations (hereinafter defined)
during the Abatement Period, Tenant shall be
entitled to use the Premises for the Permitted Use
during the Abatement Period without any obligation
to pay Base Rental.
b. sixty (60) equal installments of one hundred
twenty-nine thousand six hundred sixty-two and 41/100
Dollars ($129,662.41), each payable on or before the
first day of each month during the period beginning
on the first day of the sixty-first (61st) full
calendar month of the Lease Term and ending on the
Termination Date (hereinafter defined)."
3. COMMENCEMENT DATE. Effective as of the Effective Date, Section 1.A.4 of
the Lease shall be deleted in its entirety and the following inserted
in lieu thereof:
"4. The "Commencement Date," "Lease Term" and "Termination Date"
shall have the meanings set forth in subsection l.A.4.a. below
or subsection l.A.4.b. below (delete one):
a. The "Lease Term" shall mean a period of one hundred
twenty (120) months commencing on the Commencement
Date, provided if the Commencement Date does not
occur on the first day of a calendar month, the Lease
Term shall automatically be extended by the number of
days in the period beginning on the Commencement Date
and ending on the last day of the month in which the
Commencement Date occurs. For purposes hereof, the
Commencement Date shall mean (i) with respect to the
Initial Space, the date on which Landlord delivers
the Initial Space to Tenant free from occupancy by
(x) NationsCredit Commercial Corporation ("Nations"),
the existing tenant in the Second Floor Space; (y)
Coopers, the existing tenant in Space A or (z) other
party; and (ii) with respect to Space B, the date on
which Landlord delivers Space B to Tenant free from
occupancy by Coopers, the existing tenant in Space B,
or any other party. The "Termination Date" shall,
unless sooner terminated as provided herein, mean the
last day of the Lease Term.
Tenant acknowledges that Nations is currently leasing
the Second Floor Space pursuant to the terms of a
lease (the "Nations Lease") that is currently
scheduled to expire on September 16, 1998. Landlord
agrees to use good faith efforts to negotiate an
agreement with Nations pursuant to which the Nations
Lease would terminate prior to its scheduled
expiration date. Tenant also acknowledges that
Coopers is currently leasing the Third Floor Space
pursuant to the terms of the Coopers Lease, which
lease is currently scheduled to expire on November
17, 1998.
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Furthermore, Tenant acknowledges that Space A is
currently sublet by Coopers to Nations. Landlord
agrees to use good faith efforts to negotiate an
agreement with Coopers pursuant to which the Landlord
would be able to terminate the Coopers Lease with
respect to Space A before the stated expiration date
thereof. In the event Landlord enters into such
agreements accelerating the expiration dates of the
Nations Lease and the Coopers Lease, Landlord shall
provide Tenant with written notice (the "Early
Commencement Notice") setting forth the date on which
Landlord intends to provide Tenant with possession of
the Initial Space (i.e. the targeted Commencement
Date). Such Early Commencement Notice shall be
delivered to Tenant not less than fifteen (15) days
prior to the date on which Landlord intends to
provide Tenant with possession of the Initial Space.
Notwithstanding the foregoing, in no event shall the
Commencement Date occur prior to May 1, 1998 without
the written consent of Tenant.
In addition, Tenant acknowledges that Space B is
currently sublet by Coopers to Howard Systems and
that Landlord shall have the right to permit Howard
Systems to remain in Space B beyond the expiration of
the Coopers Lease. As of the date hereto it is
anticipated that Howard Systems may need to remain in
Space B until December 31,1998 (i.e. the targeted
Commencement Date of Space B is January 1, 1999).
Landlord shall provide Tenant with written notice
(the "Space B Notice") setting forth the date on
which Landlord intends to provide Tenant with
possession of Space B. Such Space B Notice shall be
delivered to Tenant not less than ten (10) days prior
to the date on which Landlord intends to provide
Tenant with possession of Space B. Notwithstanding
the foregoing, in no event shall the Commencement
Date for Space B occur prior to May 1, 1998 without
Tenant's consent.
b. Intentionally Omitted."
4. PRO RATA SHARE. Effective as of the Effective Date, Section 1 .A.8 of
the Lease shall be deleted in its entirety and the following inserted
in lieu thereof
"8. "Tenant's Pro Rata Share" shall mean TWENTY AND NINETY-EIGHT
ONE HUNDREDTHS PERCENT (20.98%), which is the quotient
(expressed as a percentage), derived by dividing the Rentable
Area of the Premises by the Rentable Area of the Building.
Notwithstanding the foregoing, if the Commencement Date with
respect to the entire Premises does not occur on the same day,
Tenant's Pro Rata Share shall be calculated only with respect
to the portion of the Premises for which the Commencement Date
has occurred. Based upon the assumption that Space B will not
be delivered until after the delivery of the Initial Space,
Tenant's Pro Rata Share as of the Commencement Date for the
Initial Space would be 16.89%. Upon the occurrence of the
Commencement Date with respect to Space B, Tenant's Pro Rata
Share would increase by 4.09% to be 20.98%.
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5. ALLOWANCE. Effective as of the Effective Date, the first and second
sentences of Section l.B of Exhibit D of the Lease shall be deleted in
its entirety and the following inserted in lieu thereof:
"Provided Tenant is not in default, Landlord agrees to contribute the
sum of four hundred fifty-six thousand two hundred ninety and 00/100
dollars ($456,290.00) (the "Allowance") toward the cost of performing
the Initial Alterations in preparation of Tenant's occupancy of the
Premises."
6. RIGHT OF FIRST OFFER. Effective as of the Effective Date, Section 2 of
Exhibit E of the Lease shall be deleted in its entirety.
7. EXHIBITS A AND A-1. Effective as of the Effective Date, the Exhibit A
attached to this Amendment shall be substituted for the Exhibit A
attached to the Lease and all references to Exhibit A in the Lease
shall be deemed to be a reference to the Exhibit A attached hereto.
Effective as of the Effective Date, the Exhibit A-1 attached to this
Amendment shall be substituted for the Exhibit A-1 attached to the
Lease and all references to Exhibit A-1 in the Lease shall be deemed to
be a reference to the Exhibit A-1 attached hereto.
8. SUBSTITUTION OPTION: PARKING. Effective as of the Effective Date and in
accordance with the provisions contained in the Lease and this
Amendment, Landlord and Tenant hereby acknowledge and agree that Tenant
has effectively exercised ifs Substitution Option and any references in
the Lease to Tenant's exercise of its Substitution Option shall be
deemed to have occurred. Tenant hereby exercises its right to lease all
of the additional non-reserved parking spaces to which Tenant is
entitled pursuant to Section 1.A. of Exhibit E of the Lease as a result
of Tenant's exercise of the Substitution Option and its lease of
additional space on the third floor of the Building.
9. MISCELLANEOUS.
A. This Amendment sets forth the entire agreement between the
parties with respect to the matters set forth herein. There
have been no additional oral or written representations or
agreements. Under no circumstances shall Tenant be entitled to
any Rent abatement, improvement allowance, leasehold
improvements, or other work to the Premises, or any similar
economic incentives that may have been provided Tenant in
connection with entering into the Lease, unless specifically
set forth in this Amendment.
B. Except as herein modified or amended, the provisions,
conditions and terms of the Lease shall remain unchanged and
in full force and effect.
C. In the case of any inconsistency between the provisions of the
Lease and this Amendment, the provisions of this Amendment
shall govern and control.
D. Submission of this Amendment by Landlord is not an offer to
enter into this Amendment but rather is a solicitation for
such an offer by Tenant. Landlord shall not be bound by this
Amendment until Landlord has executed and delivered the same
to Tenant.
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E. The capitalized terms used in this Amendment shall have the
same definitions as set forth in the Lease to the extent that
such capitalized terms are defined therein and not redefined
in this Amendment.
F. Tenant hereby represents to Landlord that Tenant has dealt
with no broker other than the Broker (as defined in the Lease)
in connection with this Amendment. Tenant agrees to indemnify
and hold Landlord, its members, principals, beneficiaries,
partners, officers, directors, employees, mortgagee(s) and
agents, and the respective principals and members of any such
agents (collectively, the "Landlord Related Parties") harmless
from all claims of any brokers other than the Broker claiming
to have represented Tenant in connection with this Amendment.
Landlord hereby represents to Tenant that Landlord has dealt
with no broker in connection with this Amendment. Landlord
agrees to indemnify and hold Tenant, its members, principals,
beneficiaries, partners, officers, directors, employees, and
agents, and the respective principals and members of any such
agents (collectively, the "Tenant Related Parties") harmless
from all claims of any brokers claiming to have represented
Landlord in connection with this Amendment.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.
WITNESS/ATTEST: LANDLORD: EOP-CANTERBURY GREEN,
L.L.C., a Delaware limited liability company
By: EOP Operating Limited Partnership,
a Delaware limited partnership, its
managing member
By: Equity Office Properties Trust,
a Maryland real estate investment
trust, its managing general partner
s/Sarah L. Willis
- ----------------- By: s/Thomas Q. Bakke
Name: Sarah Willis ---------------------
Name: Thomas Q. Bakke
Title: Vice President
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WITNESS/ATTEST: TENANT: TRENWICK AMERICA
CORPORATION, a Delaware
corporation
s/Michelle R. Diener By: s/James F. Billett, Jr.
- -------------------- ---------------------------
Name: Michelle R. Diener Name: James F. Billett, Jr.
- ------------------------ ---------------------------
s/Deborah L. Nichols Title: Chairman, President &
- ----------------------- Chief Executive Officer
Name: Deborah L. Nichols
- ------------------------
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