Exhibit 10.33
FIRST AMENDMENT TO LEASE
This First Amendment to Lease dated as of March 21, 2001, PROGRESS ROAD
LLC, a Massachusetts limited liability company with a principal place of
business at 10 Waltham Street, Wilmington, Massachusetts 01887, as Landlord
("Landlord"), and PRI AUTOMATION, a Massachusetts corporation with its principal
place of business at 17 Progress Road, Billerica, Massachusetts as tenant
("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into that certain lease dated as of
October 12, 2000, (the "Lease") of that certain Building located at 17 Progress
Road, Billerica, Massachusetts, as more particularly described in the Lease (the
"Premises"); and
WHEREAS, in connection with the Landlord's construction of the Proposed
Building, Tenant has INTER ALIA requested certain revisions and additions in the
Proposed Building and changes to the existing Building which changes require
modification to the Lease as are hereafter set forth.
NOW THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Landlord and the Tenant hereby agree to amend the Lease as follows:
1. Section 1.1. of the Lease is amended by deleting the following words in
subsection (a) "57,000 +/- rentable square feet of space" replacing the same
with the following: "58,250 rentable square feet of space which includes 1,250
feet of space in the catwalk to be constructed in the Premises at the same time
as the construction of the Proposed Building as hereinafter defined."
2. Section 1.1 of the Lease is hereby further amended by deleting the
following words in subsection (b) "61,543 +/- rentable square feet of space" and
replacing the same with the following: "61,948 rentable square feet of space
including 7,948 square feet of space on the mezzanine".
3. Section 1.1 of the Lease is hereby further amended by deleting the words
"118,543 rentable square feet of space" and replacing with "120,198 rentable
square feet of space."
4. Section 1.2 A is hereby amended by inserting the following paragraph
between the existing second and third paragraphs thereof
"Landlord and Tenant acknowledge and agree that as of the date hereof
the Tenant has requested certain revisions to the Proposed Building to be
constructed by Landlord which are in excess of the costs and the scope of
the work set forth in Exhibit B to the Lease. The parties have agreed, by
correspondence dated January 30, 2001, as modified by correspondence dated
March 16, 2001, copies of which are attached hereto as Exhibit 1 and
incorporated herein, the Landlord will include certain items denoted with
the letter X under the column labeled Colrane Company in the scope of the
work the
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Landlord will complete under this Lease and for the items listed with a
dollar amount shown as Numbers 5 and 8 the Landlord agrees to expend up to
such amount listed therein as an allowance, but not a guarantee of the
total cost of such item with the Tenant agreeing to pay for the cost of any
overage for such item(s). Tenant agrees that the items which have been
marked with an X will be paid for by the Tenant in addition to other sums
due and owing by the Tenant pursuant to the Lease. The Tenant will pay
these sums either directly to the contractor completing such work or to
Landlord upon presentation of an invoice therefore, but in any event prior
to taking occupancy of the Proposed Building. Additionally, Landlord and
Tenant agree to delete the current Exhibit B to the Lease and replace the
same with Exhibit B-1 attached hereto and incorporated herein."
5. Section 3.2B(ii) is hereby amended by deleting the words "June l, 2001"
and replacing the same with "September 15, 2001".
6. Section 3.2B(iii) is hereby deleted in its entirety and replaced with
the following:
Notwithstanding any provision of this Lease to the contrary, in the event
that the Proposed Building is not substantially completed as provided in
Section 3.2(c) hereof on or prior to the Deferred Delivery Date (as such
date may be extended for reasons due to Force Majeure and/or to Tenant's
Delay), then Tenant may elect to receive from Landlord as liquidated
damages an abatement of Fixed Rent for the Proposed Building only
(following the commencement of rental obligations pursuant to Section 4.1
hereof) equal to (a) one hundred percent (100%) of the Fixed Rent due for
the Proposed Building for each day the Proposed Building is not
substantially completed as provided in Section 3.2(c) hereof beyond the
Deferred Delivery Date, as such date may be extended as aforesaid. The
foregoing remedies shall be Tenant's sole and exclusive remedies for not
having the Proposed Building not being ready for occupancy as required
hereunder. For purposes hereof, the Deferred Delivery Date shall be
September 15, 2001 as such date may be extended for a period equal to that
of (i) any delays due to Force Majeure, (ii) the number of delay days
caused by a Tenant's Delay as hereinbefore determined.
7. Section 3.3 is hereby deleted in its entirety.
8. Section 4.2.2 is hereby deleted in its entirety and replaced with the
following:
"4.2.2 FIXED RENT FOR THE INITIAL TERM: The Fixed Rent for the each
Lease Year of the initial Term of this Lease shall be as follows:
A. FIXED RENT AS TO EXISTING BUILDING AND RELATED PROPERTY AREAS:
1st Lease Year: $ 404,837.50/annual; $ 33,736.46/mo.
2nd Lease Year: $ 404,837.50/annual; $ 33,736.46/mo.
3rd Lease Year: $ 413,575.00/annual: $ 34,464.58/mo.
4th Lease Year: $ 413,575.00/annual: $ 34,464.58/mo.
5th Lease Year: $ 422,312.50/annual: $ 35,192.71/mo.
6th Lease Year: $ 422,312.50/annual: $ 35,192.71/mo.
7th Lease Year: $ 431,050.00/annual: $ 35,920.83/mo.
8th Lease Year: $ 431,050.00/annual: $ 35,920.83/mo.
9th Lease Year: $ 431,050.00/annual: $ 35,920.83/mo.
10th Lease Year: $ 431,050.00/annual: $ 35,920.83/mo.
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B. FIXED RENT AS TO PROPOSED BUILDING AND RELATED PROPERTY AREAS:
Subject to the completion and delivery of the Proposed Building as
contemplated in Section 3.2 hereof, Tenant shall pay to Landlord Fixed Rent
attributable to the Proposed Building and related Property areas as follows:
1st Lease Year: $486,291.80/annual: $ 40,524.82/mo.
2nd Lease Year: $486,291.80/annual: $ 40,524.82/mo.
3rd Lease Year: $495,584.00/annual: $ 41,298.67/mo.
4th Lease Year: $495,584.00/annual: $ 41,298.67/mo.
5th Lease Year: $504,876.20/annual: $ 42,073.00/mo.
6th Lease Year: $504,876.20/annual: $ 42,073.00/mo
7th Lease Year: $514,168.40/annual: $ 42,847.37/mo.
8th Lease Year: $514,168.40/annual: $ 42,847.37/mo.
9th Lease Year: $514,168.40/annual: $ 42,847.37/mo.
10th Lease Year: $514,168.40/annual: $ 42,847.37/mo."
9. This First Amendment to Lease may be executed in two (2) or more
counterparts, each of which shall be an original but such counterparts together
shall constitute one and the same instrument notwithstanding that both Landlord
and Tenant are not signatories to the same counterpart. Delivery of an executed
counterpart of this First Amendment to Lease by telefacsimile shall be equally
as effective as delivery of any original executed counterpart. Any party
delivering an executed counterpart of this First Amendment to Lease by
telefacsimile also shall deliver an original executed counterpart of this First
Amendment to Lease, but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability and binding effect of this First
Amendment to Lease. Signature and acknowledgement pages may be detached from the
counterparts and attached to a single copy of this First Amendment to Lease to
physically form one (1) document.
10. All other terms, conditions, covenants and provisions as appear in the
Lease are hereby ratified and confirmed and shall remain unchanged.
WITNESS OUR HANDS AND SEAL AS OF THIS 21st DAY OF MARCH 2001.
TENANT: LANDLORD:
PRI AUTOMATION PROGRESS ROAD LLC
By: By:
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Its: Its:
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