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EXHIBIT 10.9(p)(II)
FIRST AMENDMENT OF SUBLEASE
AGREEMENT, made as of the 15th day of July, 1994, between
Hewlett-Packard Company, a California corporation, having an
office at 2101 Gaither Road, Rockville, Maryland 20850
(hereinafter, "Sublessor") and The Timberland Company, a Delaware
corporation, having an office at 200 Domain Drive, Stratham, New
Hampshire 03885 (hereinafter "Sublessee").
WITNESSETH
WHEREAS:
A. Sublessor and Sublessee entered into a written sublease
dated as of March 31, 1994 (hereinafter, "Sublease"), covering
the sublease of the 246,000 square foot building located at and
known as 200 Domain Drive, Stratham, New Hampshire.
B. Sublessor and Sublessee desire to amend the Sublease.
NOW, THEREFORE, in consideration of the following mutual
terms, covenants and conditions, the Sublease is hereby amended
as follows:
FIRST: Paragraph 21. SUBLESSOR'S CONSTRUCTION ALLOWANCE
of the Sublease is hereby amended as follows:
(i) In the 3rd line of subparagraph (a), the words
"initial portion of" shall be inserted after
the word "which" and before the words "Sublessee's Work";
(ii) At the end of subparagraph (b), add the following
sentence: "The Initial Payment and each Additional
Payment made by the Sublessor shall begin to accrue
interest at the rate of six (6%) per cent per annum
from the date of each payment thereof by Sublessor
to Sublessee or Sublessor's contractors, subcontractors
and/or vendors, as the case may be."; and
(iii) In the 8th line of subparagraph (c), add the words
"and in any event on or before December 31, 1994."
at the end of the 1st sentence.
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SECOND: The entire full paragraph appearing on page 27 of
the Sublease is hereby revised to read in its entirety as
" Sublessee shall pay to Sublessor (i) the total
amount of Sublessor's Construction Allowance, which
shall in no event exceed Three Million Five Hundred
Thousand and 00/100 ($3,500,000) Dollars, plus (ii)
the aggregate amount of accrued interest with respect
to the Initial Payment and each Additional Payment, as
provided for in subparagraph (b) above (the
"Contributed Amount") with interest thereon at the
rate of 6 percent (6%) per annum, in equal consecutive
monthly installments in advance on the 1st day of each
month commencing on the 1st day of the 1st month
following the month in which Sublessor makes Final
Payment to Sublessee and continuing on the 1st day of
every month thereafter through and including the month
of July, 1999 ( the "Payment Period"). The amount of
each monthly payment shall be calculated so as to
result in the full repayment by Sublessee of the
Contributed Amount, together with interest thereon at
the rate of six (6%) percent per annum, after payment
of all such monthly payments over the Payment Period.
Notwithstanding the foregoing, in the event Sublessor
has not disbursed any portion of Sublessor's
Construction Allowance (including Final Payment) by
December 31, 1994, Sublessor and Sublessee hereby
agree that the Payment Period shall be the period from
January 1, 1995 through July 1, 1999 and beginning on
January 1, 1995, Sublessee shall commence payment to
Sublessor of the entire disbursed portion of
Sublessor's Construction Allowance, together with
accrued interest as calculated above, upon the terms
and conditions set forth above."
THIRD: All the terms, covenants and conditions contained
in the Sublease, as modified by this First Amendment, shall
remain in full force and effect. Capitalized terms used herein
but not defined herein shall have the meanings as defined in the
Sublease.
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IN WITNESS WHEREOF, this Agreement has been executed as of
the day and year first above written.
SUBLESSOR: Hewlett-Packard Company
By: /s/ Ann O. Baskins
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SUBLESSEE: The Timberland Company
By: /s/ Keith D. Monda
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CONSENT OF MASTER LESSOR:
The undersigned Master Lessor under the Master Lease hereby
consents to the foregoing First Amendment of Sublease.
As between Master Lessor and Sublessor, nothing herein or in
said Sublease shall relieve Sublessor of its obligations to
Master Lessor under said Master Lease or modify any of the terms
of said Master Lease. As between Master Lessor and Sublessee,
nothing herein shall modify the provisions of that certain
Subordination, Non-Disturbance and Attornment Agreement dated
March 31, 1994, between them, including without limitation the
provisions of Section 3 thereof.
Executed under seal this 3rd day of November, 1994.
FIRST ALTEX REALTY TRUST
BY: /s/ Raymond A. Caryl
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Hereunto duly authorized, as
Trustee and not Individually
BY: /s/ Barbara F. Caryl
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Hereunto duly authorized, as
Trustee and not Individually
BY: /s/ Edward F. Caryl
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Hereunto duly authorized, as
Trustee and not Individually