EXHIBIT 10.3
AMENDMENT NO. 2 TO LEASE
1. Parties.
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This Amendment, dated as of January 6, 1993, 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, as amended, 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 exercise its First Expansion Option to lease
additional space located on the middle (3rd) floor of Building 3A, designated as
Expansion Space "AA" and Expansion Space "BB" in the pages of Exhibit "B" to the
Lease (collectively, the "First Option Space"). To accomplish this 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 Premises now includes the First Option
Space, and therefore the agreed rentable area of the premises is increased from
83,634 square feet to 94,700 square feet.
(b) In Section 1.1(f), Tenant's Percentage will be increased from
15.26% to 17.30% on the earlier of: July 1, 1993; or the date that Tenant first
occupies the First Option Space.
(c) Base rent for the Premises allocable to the First Option Space
will beentirely abated until July 1, 1993, even if Tenant occupies the First
Options Space earlier.
(d) Tenant will be solely responsible, at its expense, for construc-
ting all necessary tenant improvements to and for the First Option Space to the
equivalent fit, finish and specifications as the rest of the Premises. All work
will be done diligently and in a good and workmanlike manner, using new
materials and in compliance with all applicable Laws and the terms of this
Lease. Tenant's work will include, without limitation, all necessary hookups,
connections and tie-ins, all necessary drawings, plans and engineering, and
securing all necessary permits, approvals and a final Certificate of Occupancy
from the Town of North Andover. Tenant's construction will be subject to
coordination and supervision by Landlord
or its representatives and will be performed so as not to interfere with other
Tenants or damage the rest of the Project or its Systems and Equipment.
Within 30 days after the following conditions have been satisfied, and
provided that Tenant is not in default under the Lease, Landlord will reimburse
to Tenant a construction allowance of up to $171,814.50 to reimburse Tenant for
the construction costs incurred and paid by Tenant for the First Option Space
(and Tenant will submit paid invoices against work in place for the
reimbursement requested): (i) Tenant's work has been fully paid for and
completed in accordance with the plans therefor and the terms of this Lease and
Tenant and its architect (or other representative) and contractors so certify to
Landlord; (ii) Tenant delivers final and unconditional lien releases from all
contractors, subcontractors, laborers and suppliers and certifies that all liens
that have been or could be filed have been discharged of record or waived, and
the lien filing periods have run; and (iii) Tenant delivers to Landlord the
final Certificate of Occupancy from the Town of North Andover and a set of "as
built" plans and drawings for the First Option Space. If Landlord does not
reimburse the construction allowance to Tenant when required, from and after the
date that reimbursement was required the unpaid portion of the construction
allowance will bear interest until paid at a rate per annum equal to the Wells
Fargo Bank prime rate of interest from time to time plus 3%.
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.
IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this Amendment under seal as of the date first set forth above.
FTP SOFTWARE, INC.
WITNESS:
/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
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NORTH ANDOVER MILLS REALTY
By: Niuna-North Andover, Inc., general partner
WITNESS:
/s/ Janet Champagne By: /s/ Martin Spagat
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Name Printed: Name: Martin Spagat
Janet Champagne Title: Vice President
Authorized Signatory
By: CIIF Associates, a Massachusetts
partnership, general partner
By: Copley Advisors, Inc., managing
general partner
WITNESS:
/s/ John C. Cissel By: /s/ Charles A. Valentino
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Name Printed: Name: Charles A. Valentino
John C. Cissel Title: Managing Director
Authorized Signatory
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