Massachusetts-Andover-100 Brickstone Square Lease [Amendment No. 2] - Andover Mills Realty LP and CMGI Inc.
AMENDMENT #2 TO LEASE
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1. Parties.
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This Amendment, dated as of November 12, 1999, is between Andover Mills
Realty Limited Partnership ("Landlord") and CMGI, Inc., ("Tenant").
2. Recitals.
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2.1. Landlord and Tenant have entered into a Lease, dated as of April 12,
1999, for space in Brickstone Square in Andover, Massachusetts (as amended, the
"Lease"). Unless otherwise defined, terms used in this Amendment have the same
meanings as those used in the Lease.
2.2 Tenant wishes to exercise its second, third and fourth Expansion
Options. The Expansion Spaces to be provided by Landlord for the second, third
and fourth Expansion Options (the "Second Expansion Space," the "Third Expansion
Space" and the "Fourth Expansion Space," respectively) are agreed to contain
29,186 s.f., 37,100 s.f. and 29,186 s.f., respectively, of rentable area and are
located on the 2nd Floor, the 3rd Floor and the 3rd Floor, respectively, of the
Building as shown in Exhibit "B-3" attached hereto.
2.3 The parties also wish to confirm the dates that Tenant received
delivery of vacant possession of certain areas of the Premises and the Rent
Commencement Dates for those areas, and to allow Tenant to exercise certain of
its rights with respect to the Additional Signs earlier than previously provided
in the Lease.
2.4 To accomplish these and other matters, for Ten 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 Tenant hereby exercises its second, third and fourth Expansion
Options, and confirms receipt of vacant possession of the Second Expansion
Space, the Third Expansion Space and the Fourth Expansion Space on the date of
this Amendment. In addition: (a) the Expansion Space for the second, third and
fourth Expansion Options will be the Second, Third and Fourth Expansion Space,
respectively; (b) the term of the Lease will begin for (and the Premises will
include) the Second, Third and Fourth Expansion Space as of the date of this
Amendment, and the total agreed rentable area of the Premises, including the
Second, Third and Fourth Expansion Space, the Initial Space, the Additional
Space and the First Expansion Space, is now 306,569 s.f.; (c) notwithstanding
Section 28.2(b) of the Lease to the contrary, the Rent Commencement Date for the
Second Expansion Space will occur on the earlier of the date that Tenant
occupies that particular space to conduct business, or December 15, 1999, and
the Rent Commencement Date for the Third and Fourth Expansion Space will be
October 1, 2000; and (e) on the Rent Commencement Date for the Second Expansion
Space, Tenant's Percentage will be increased by 3.10%, and on the Rent
Commencement Date for the Third and Fourth Expansion Space (i.e., October 1,
2000), Tenant's Percentage will be increased by 7.05% (assuming no additional
space is leased, as of October 1, 2000 Tenant's Percentage will be 32.60%).
3.3 Landlord will provide the inducement payments to Tenant for the
Second, Third and Fourth Expansion Space in accordance with Section 26 of the
Lease. Tenant will begin to pay for utilities for each Expansion Space as of
the date that vacant possession of that Expansion Space is delivered to Tenant.
3.4 The parties also confirm: (a) that Tenant received delivery of vacant
possession of the following portions of the Premises on the following dates:
Additional Space A - August 1, 1999; Additional Space B - September 1, 1999; and
the First Expansion Space - September 1, 1999, and (b) the Rent Commencement
Date occurred for the following portions of the Premises on the following dates:
Additional Space A - October 1, 1999; Additional Space B - October 15, 1999; and
the First Expansion Space - November 1, 1999.
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3.5 Tenant represents and warrants that, other than the Broker (which is
Tenant's sole agent for these purposes), it has not dealt with or engaged any
broker, agent, finder or similar party in connection with this transaction or
its lease of the Second, Third or Fourth Expansion Spaces.
3.6 The agreements set forth in the Recitals in Section 2 above are
incorporated herein and are confirmed by the parties.
3.7 On request of either party, both parties will promptly execute and
deliver written confirmations of the following dates: the date that vacant
possession of any particular space is delivered to Tenant; and the Rent
Commencement Date for that space. A party's failure to execute or deliver such a
written confirmation will not alter the actual date(s) for which confirmation
was requested.
3.8 In Section 11(e)(ii) of the Lease, the language "(ii) if Tenant
validly exercises all of its Expansion Options and leases all of the Expansion
Space (i.e., while Tenant is leasing the Initial Space, the Additional Space and
all of the Expansion Space)," is deleted and the following is substituted in its
place:
"(ii) while Tenant is leasing the Initial Space, the Additional Space and
the First, Second, Third and Fourth Expansion Spaces,"
4. No Other Changes.
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The Lease is in full force and effect, and except as set forth above the
Lease remains unchanged.
IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this Amendment #2 under seal as of the date first set forth above.
ANDOVER MILLS REALTY LIMITED PARTNERSHIP, a
Massachusetts limited partnership
By: Brickstone Square Realty, Inc., a Massachusetts
corporation, general partner
WITNESS:
/s/ Carolyn Grover By: /s/ Martin Spagat
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Name Printed: Carolyn Grover Name: Martin Spagat
Title: Vice President
Authorized Signature
WITNESS: CMGI, INC., a Delaware corporation
By: /s/ Andrew J. Hajducky, III
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Name Printed: Name: Andrew J. Hajducky, III
Title: CFO
Authorized Signature
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Exhibit "B-3"
PREMISES
"SECOND EXPANSION SPACE"
BUILDING 100
SECOND FLOOR
[Floor Plan of Second Expansion Space]
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Exhibit "B-3"
PREMISES
"THIRD EXPANSION SPACE"
AND
"FOURTH EXPANSION SPACE"
BUILDING 100
THIRD FLOOR
[Floor Plans of Third Expansion Space and Fourth Expansion Space]