EXHIBIT 10.6
December 12, 2003
Mr. Kevin Giblin
Westborough Land Realty Trust
c/o New England Management and Realty
259 Turnpike Road
Southborough, Ma 01772
RE: LETTER OF INTENT-289 TURNPIKE ROAD, WESTBOROUGH, MA
Dear Kevin:
In response to our discussions, we are authorized to submit the following Letter
of Intent which summarizes the agreed upon business terms to restructure the
lease between Applix and Westborough Land Realty Trust. We appreciate your
efforts to date and look forward to finalizing a mutually acceptable lease
amendment.
The specific terms and conditions of this Letter of Intent are as follows:
LANDLORD: Westborough Land Realty Trust
TENANT: Applix, Inc.
RESTRUCTURING FEE: Tenant will pay Landlord a restructuring fee of
$3,000,000.
PREMISES: The Premises with consist of 19,968 rentable square
feet (RSF) on the entire second floor and 4,408 RSF
on a portion of the first floor. The Premises will
total 24,376 RSF.
TERM: Seven (7) years commencing January 1, 2004.
BASE RENT: Years 1-5: $22.00/RSF Gross
Years 6-7: $24.00/RSF Gross
All rents are quoted on a gross basis. Tenant
electricity is in addition to Base Rent.
TENANT IMPROVEMENT Landlord will provide Tenant with an allowance equal
ALLOWANCE: to $15 per RSF for the first floor space of 4,408 RSF
to be used for any construction with the space and
will assist in a cost savings buildout.
53 State Street, 29th Floor, Boston, Massachusetts 02109
Tel 617.439.6000 Fax 617.439.9707
www.rbjrealestate.com
RIGHT TO TERMINATE: In the event Landlord receives a proposal from a
third party to lease the Premises (for no less than
$24.00 per RSF) the amended lease may be terminated
by Landlord. Landlord will be prohibited against
terminating the amended lease prior to January 1,
2005 and Landlord will be required to provide six (6)
months written notice of its intent to terminate the
lease after said date.
THIRD-PARTY TENANT: Contingent on Landlord and Tenant entering into a
mutually agreeable amendment to the Lease, Landlord
will enter into a direct lease with Bain Capital Inc.
under the following terms:
Term: Five (5) Years
Rent: Years 1-5: $14.50/RSF net of Tenant
electricity.
Option to Extend: Two year option to extend at the
greater of $24/RSF or 90% of Fair Market Value.
Transaction costs: Applix will be responsible for the
cost associated with the demising wall on the third
floor and the brokerage fees. Landlord will have
final approval of all construction plans.
SECURITY DEPOSIT: The current security deposit will be reduced to
$400,000 and remain at this amount for the term of
the amended lease.
BROKERAGE FEES: Tenant shall be responsible for the payment of the
brokerage fees to Richards Barry Joyce & Partners LLC
in accordance with a separate agreement.
QUALIFYING CONDITIONS: It shall be understood that this letter is non-
binding in nature and this letter creates no legal
rights or obligations until a mutually acceptable
lease amendment document has been executed by both
parties. Furthermore, this proposal is subject to the
execution by both parties of said amendment prior to
February 29, 2004. The proposal is also subject to
approval by the Board of Directors of Applix
Please acknowledge your acceptance of this Letter of Intent by executing where
indicated below and faxing back to my attention. Please forward a lease
amendment for our review. We look forward to working with you to finalize this
agreement.
Best regards,
/s/ Michael R. Frisoli
Michael R. Frisoli
Partner
cc: Milt Alpern, Applix, Inc.
AGREED & ACCEPTED:
WESTBOROUGH LAND REALTY TRUST
By: /s/ Leslie S. Carey
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Title: Trustee
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Date: December 15, 2003
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APPLIX, INC.
By: /s/ Milton A. Alpern
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Title: Chief Financial Officer
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Date: December 12, 2003
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