Exhibit 10.2
AMENDMENT NO. 1 TO LEASE
1. Parties.
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This Amendment, dated as of September 1, 1992, is between North Andover
Mills Realty ("Landlord") and FTP Software, Inc. ("Tenant").
2. Recitals.
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2.1 Landlord and Tenant have entered into a Lease, dated November 19,
1991, for space at North Andover Mills in North Andover, Massachusetts (the
"Lease"). Unless otherwise defined, terms used in this Amendment have the same
meanings as those used in the Lease.
2.2 Tenant wants to lease as part of the initial Premises the additional
space located on the bottom floor of Building 3A and designated as the "New
Space" in the pages of Exhibit "B" attached hereto and incorporated herein by
this reference. The New Space is agreed to contain 10,043 rentable square feet.
Also, the parties want to modify Article 28 with respect to the Expansion
Options and to agree on certain amounts owed by Landlord to Tenant. To
accomplish these and other matters, for Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties agree and the Lease is amended as follows,
notwithstanding anything to the contrary:
3. Amendments.
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3.1 (a) In Section 1.1(c), the initial Premises now includes the New
Space, and the initial rentable area of the Premises is increased from 73,491
square feet to 83,534 square feet. Exhibit "B" attached to the Lease is
deleted, and Exhibit "B" attached hereto is substituted in its place.
(b) In Section 1.1(f), Tenant's Percentage is increased from 13.43% to
15.26%.
(c) All references in Article 28 and elsewhere in the Lease to or
about the Third Expansion Option are deleted, and there will only be a First
Expansion Option and a Second Expansion Option. In Section 28.3(c), the fourth
sentence of that Section (beginning with the words "if Tenant chooses ...") and
the second to last sentence to that Section (beginning with the words "Tenant
will have the non-exclusive right ...") are deleted.
3.2 Concurrently herewith, Landlord has delivered to Tenant an executed
Promissory Note in the form of Exhibit "AA" attached hereto, which the parties
agree constitutes full payment and settlement of all of Landlord's obligations
and liabilities under or
in connection with all of the following: Letter Agreement between Landlord and
Tenant, dated April 28, 1992, re: base rent reimbursement; Letter Agreement
between Landlord and Tenant, dated January 30, 1992, re: reimbursement for
$24,500.00 for architectural redesign work; Section 2(b) of the Lease; and
Sections 1.2 and G. of Exhibit "C" to the Lease, re: the payment of any
construction cost savings to Tenant, Landlord also agrees that the costs in
connection with Landlord's Work did not exceed the "Maximum Amount" as set forth
in Sections 1.2 and G. of Exhibit "C", and so no amounts are due from Tenant to
Landlord as a result thereof.
3.3 Landlord will, at its expense: provide passenger access to the top
floor of Building 11 on or before December 10, 1993 (subject to extensions due
to delays caused by force majeure or causes beyond Landlord's reasonable
control) either by converting the existing freight elevator to a
passenger/freight elevator, or otherwise; and comply with applicable 1996
building codes as they relate to the existing freight elevator serving Building
11 as and when compliance is required.
4. No Other Changes.
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Except as set forth above, the Lease remains unchanged and in full force
and effect and there are no defaults by Landlord or Tenant thereunder.
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IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this Amendment under seal as of the date first set forth above.
WITNESS: FTP SOFTWARE, INC.
/s/ Edward J. Rosner By: /s/ David H. Zirkle
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Name Printed: Name: David H. Zirkle
Edward J. Rosner Title: President
Authorized Signatory
WITNESS:
/s/ Edward J. Rosner By: /s/ Nancy L. Connor
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Name Printed: Name: Nancy L. Connor
Edward J. Rosner Title: Secretary
Authorized Signatory
WITNESS: NORTH ANDOVER MILLS REALTY
By: Niuna-North Andover, Inc., general partner
/s/ David Miller By: /s/ John Kusmiersky
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Name Printed: Name: John Kusmiersky
David Miller Title: President
Authorized Signatory
WITNESS: By: CIIF Associates, a Massachusetts Partnership,
general partner
By: Copley Advisors, Inc., managing general
partner
/s/ Thomas Mazza By: /s/ Charles A. Valentino
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Name Printed: Name: Charles A. Valentino
Thomas Mazza Title: Managing Director
Authorized Signatory
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EXHIBIT "AA"
$458,969.00 September 1, 1992
UNSECURED PROMISSORY NOTE
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FOR VALUE RECEIVED, the undersigned promises to pay to FTP Software, Inc.,
or order, of Two High Street, North Andover, Massachusetts 01845, or such other
address as may be provided to the maker by the holder hereof from time to time,
the sum of $458,969.00 on or before March 1, 1993.
The unpaid portion of this principal sum will bear interest beginning
October 1, 1992 until repaid at a rate of 7.5% per annum, but if this principal
sum is not repaid in full on or before March 1, 1993, thereafter the annual
interest rate on the unpaid portion thereof will be the Wells Fargo Bank prime
rate from time to time plus 3% until repaid.
The maker may prepay this loan in whole or in part at any time or from time
to time, without penalty.
At the option of the holder hereof, this note shall become immediately due
and payable without notice or demand upon the occurrence at any time of any of
the following events of default:
1. Default of any liability, obligation or undertaking of the undersigned
hereunder or under any mortgage instrument granting a mortgage to the holder to
secure the obligations due hereunder, for a period of thirty (30) days.
2. The institution by or against the undersigned of any proceedings under
the Bankruptcy Act or any other law in which the undersigned is alleged to be
insolvent or unable to pay the undersigned's debts as they mature or the making
by the undersigned of an assignment for the benefit of creditors which is not
dismissed within sixty (60) days of the date of institution thereof.
The undersigned agree to pay any and all expenses, including reasonable
attorneys' fees which may be incurred by the holder in the enforcement or
protection of its rights in connection with this loan if the maker defaults.
No delay or omission on the part of the holder hereof in exercising any
right hereunder shall operate as the waiver of such right or of any other right
of such holder hereof nor shall
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any delay, omission or waiver on any one occasion be deemed a bar to or waiver
of the same or any other right on any future occasion. The undersigned, and any
endorser or guarantor hereof, regardless of the time, order or place of signing,
waives presentment, demand, protest and notices of every kind and assents to any
one or more extensions or postponements of the time of payment or any other
indulgences, to any substitutions, exchanges or releases of collateral and to
the additions or releases of any other party or persons primarily or secondarily
liable.
All rights and obligations hereunder shall be governed by the Laws of the
Commonwealth of Massachusetts, and this note shall be deemed to be under seal.
NORTH ANDOVER MILLS REALTY, a Massachusetts
limited partnership
By: Niuna-North Andover, Inc., a Massachusetts
corporation, general partner
WITNESS:
____________________________ By:______________________________________________
Name Printed: John Kusmiersky, President
By: CIIF Associates, a Massachusetts partnership,
general partner
By: Copley Advisors, a Massachusetts corporation,
managing general partner
WITNESS:
_____________________________ By:_______________________________________________
Name Printed: Name Printed:
Title: Its Duly Authorized
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EXHIBIT "B"
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PREMISES
SECOND FLOOR
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EXHIBIT "B"
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PREMISES
DETAIL OF BUILDING #3
SECOND FLOOR COMMON CORRIDOR
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EXHIBIT "B"
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PREMISES
THIRD FLOOR
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EXHIBIT "B"
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PREMISES
FOURTH FLOOR
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EXHIBIT "B"
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PREMISES
DETAIL OF BUILDING #32
2ND, 3RD, & 4TH FLOORS
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EXHIBIT "B"
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PREMISES
DETAIL OF BUILDING #3
THIRD FLOOR LOBBY
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EXHIBIT "B" CONTINUED
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PREMISES
EXPANSION SPACE
SECOND FLOOR
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EXHIBIT "B" CONTINUED
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PREMISES
EXPANSION SPACE
THIRD FLOOR
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EXHIBIT "B" CONTINUED
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PREMISES
EXPANSION SPACE
DETAIL OF BUILDING #3A - THIRD FLOOR
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