Attached files
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| 8-K - FORM 8-K - PTC INC. | form8k.htm |
A. Landlord and Tenant acknowledge that there is currently a Cafeteria in Building A (the “Cafeteria”). As provided in Section 1D above, such Cafeteria is to become part of the Common Areas. Landlord hereby agrees that so long as at least 160,000 square feet of the Property is leased and occupied, Landlord shall continue to operate the Cafeteria, with service and choices of at least the same quality as those provided as of the date hereof, for the benefit of tenants of the Property. The cafeteria vendor and any changes or additions to the quality or type of food and service to be provided in the Property shall be at the reasonable discretion of Landlord, with appropriate input from Tenant. The Cafeteria shall provide food and beverages for sale during the hours of at least 7:30 a.m. to 10 a.m. and 11:30 a.m. to 2 p.m. on business days, and such additional hours, if any, as Landlord may elect to operate same (the “Cafeteria Operation Hours”). The Cafeteria may be operated, at Landlord’s election, either by personnel of Landlord or a tenant, contractor, or agent selected by Landlord.
B. Subject to reasonable rules and regulations promulgated by Landlord or the operator of the Cafeteria in accordance with Section 20 below, Tenant shall have access to the Cafeteria during all Cafeteria Operation Hours. In addition, Tenant shall have the non-exclusive right, in common with other tenants at the Property, and subject to Landlord’s right to schedule such use to accommodate the needs of Tenant and the other occupants of the Property, to reserve the Cafeteria on an as-needed basis for private meetings, functions, etc.: (i) after normal business hours, and (ii) during normal business hours, excluding the hours between 8 a.m. and 10 a.m. and between 11:30 a.m. to 2 p.m. (the “Restricted Hours”), notwithstanding the limitations set forth in subsection (ii), Tenant shall have the right, subject to Landlord’s right to schedule such use to accommodate the needs of Tenant and the other occupants of the Property, to reserve the Cafeteria at any time during the day, including the Restricted Hours (but not between noon and 2 p.m.), as needed for Tenant’s employee meetings, provided such employee meetings shall be limited to no more than once per calendar quarter and not more than ninety (90) minutes each time and Tenant shall give Landlord at least 30 days advance notice thereof.
C. The net cost to Landlord to operate the Cafeteria (i.e., the total cost to conduct such operation less the total revenue generated by such operation) shall be included in Operating Expenses.
20. RULES AND REGULATIONS
Tenant will faithfully observe and comply with the reasonable rules and regulations as Landlord hereafter at any time or from time to time may make and for which Landlord provides at least five (5) business days’ prior notice in writing to Tenant (referred to collectively herein as “Rules and Regulations”), which in the reasonable judgment of Landlord shall be necessary for the reputation, safety, care or appearance of the Property, or the preservation of good order therein, or the operation or maintenance of the Property, or the equipment thereof, or the comfort of tenants or others at the Property, provided, however, that: (i) in the case of any conflict between the provisions of the Lease and any such Rules and Regulations, the provisions of the Lease shall control, and
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(ii) such Rules and Regulations shall not be discriminatory against Tenant in either enforcement or effect. Landlord shall not be liable to Tenant for violation of the Rules and Regulations by any other tenant, its servants, employees, agents, contractors, visitors, invitees or licensees, subject to the provisions of Section 16.3 of the Lease.
21. SELF-HELP
A. Effective as of the Effective Reduction Date, for the purposes of Section 15.6A(a) a “Landlord Default” shall be defined and limited to any service, maintenance, repair or other like obligation that Landlord is obligated to provide or perform pursuant to the provisions of the Lease, and Section 15.6B (Landlord Cure Period) of the Lease shall be deleted in its entirety and the following shall be substituted in its place:
“B. Landlord Cure Period. For the purposes of Paragraph A of this Section 15.6, the “Landlord Cure Period” shall be defined as follows:
(1) In the event of an emergency threatening life or property, or Tenant’s interest in this Lease, three (3) business days after receipt by Landlord of written notice from Tenant of such Landlord Default;
(2) In the event of any other Landlord Default (a “Non-Emergency Landlord Default”), forty-five (45) days after receipt by Landlord of written notice from Tenant of such Non-Emergency Landlord Default, subject to the provisions of subsection (4) hereof;
(3) Notwithstanding the provisions of subsection (2) hereof, in the event of a Non-Emergency Landlord Default which affects any structural element of Building C, including the roof thereof, or any building system serving both the portion of the Premises within Building C and the Surrendered Tenant Premises (a “Building Wide Landlord Default”), Tenant shall not have the right to exercise the self-help rights provided for in Paragraph A of this Section 15.6 unless Tenant has first given a second notice to Landlord (a “Second Landlord Default Notice”), stating in bold face, all capital letters at the top thereof: “WARNING: THIS CONSTITUTES A SECOND LANDLORD DEFAULT NOTICE TO LANDLORD OF A BUILDING WIDE LANDLORD DEFAULT. IF LANDLORD FAILS TO COMMENCE TO CURE SUCH BUILDING WIDE LANDLORD DEFAULT WITHIN FIVE (5) BUSINESS DAYS AFTER LANDLORD’S RECEIPT OF THIS SECOND LANDLORD DEFAULT NOTICE, LANDLORD SHALL CONCLUSIVELY BE DEEMED TO HAVE CONSENTED TO TENANT’S EXERCISE OF THE SELF-HELP RIGHTS SET FORTH IN SECTION 15.6A OF THE LEASE WITH RESPECT TO SUCH BUILDING WIDE LANDLORD DEFAULT.”
(4) Notwithstanding the foregoing, in the event that Landlord has commenced to cure any Non-Emergency Landlord Default, including any Building Wide Landlord Default, within forty-five (45) days after Tenant’s notice
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thereof (or within five (5) business days after any Second landlord Default Notice, in the case of a Building Wide Landlord Default), and so long as Landlord thereafter diligently prosecutes such cure to completion, the forty-five (45) day period (or, in the case of a Building Wide Landlord Default, the five (5) business day period) shall be extended to such period of time as Landlord reasonably requires to cure such Non-Emergency Landlord Default.”
B. Notwithstanding the provisions of Paragraph C of Section 15.6 of the Lease, which provide Tenant with at least thirty (30) days prior notice (except in an emergency) before Landlord has the right to perform an obligation which Tenant is obligated to perform under the Lease at Tenant’s expense, if Tenant fails to maintain any Common Camera in good condition, as defined in Section 1C above, Landlord shall have the right to cure such default by Tenant if Tenant fails to cure such default within twenty-four (24) hours after Landlord gives Tenant notice of such default.
22. FITNESS CENTER
Landlord and Tenant acknowledge that there is currently a Fitness Center in Building C (the “Fitness Center”). Landlord hereby agrees that so long as at least 100,000 square feet of the Property is leased and occupied, Landlord shall continue to operate the Fitness Center with facilities and equipment of at least the same quality as those provided as of the completion of Landlord’s Base Building Work for the benefit of tenants of the Property. The parties acknowledge and agree that the costs of the maintenance, repairs and replacements (subject to amortization of any capital expenditures) of the fitness center are components of Operating Costs. Landlord reserves the right to impose reasonable rules and regulations relating to the use of the Fitness Center subject to and in accordance with Section 20 above, including, without limitation, requiring each user of the Fitness Center to sign a waiver of liability in favor of Landlord in such form as may be required by Landlord, in its sole discretion. Landlord intends that the Fitness Center will not be manned but agrees that Tenant, at its sole cost and expense and without liability to Landlord, may have a trainer or other person in attendance at the Fitness Center (referred to herein as “Trainer”) from time to time. Subject to Landlord’s reasonable rules and regulations and scheduling requirements, Tenant’s Trainer shall have the right to use the office and training room in the Fitness Center for the purposes for which they were intended.
23. SUBLETTING AND ASSIGNMENT
The following shall be added as a new clause (4) at the end of Section 12.4B of the Lease (the provision which sets forth, without limitation, reasonable bases for Landlord’s withholding its consent to proposed subleases and assignments):
“(4) the proposed subtenant is either: (i) a Restricted Tenant, as hereinafter defined, or (ii) a prospective tenant with whom Landlord has negotiated to lease space at the Property during the three month period immediately prior to Landlord’s receipt of Tenant’s request for Landlord’s consent. A “Restricted
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Tenant” shall be defined as any tenant of premises at the Property, except for a tenant who satisfies all of the following criteria:
(a) Such tenant desires to sublease premises from Tenant for expansion purposes only; and
(b) Such tenant's occupancy of the Tenant’s premises will not, either directly or indirectly, cause a vacancy in the premises which such tenant then occupies at the Property; and
(c) Such tenant's need, as to the size of premises and length of term, cannot then (i.e., at the time that Tenant requests Landlord's consent to a sublease or assignment to such tenant) be satisfied by Landlord with other space at the Property.
24. PAYMENT PROCEDURES WITH RESPECT TO REAL ESTATE TAXES
Effective as of the Execution Date of this Third Amendment, Section 6.3C of the Lease shall be deleted in its entirety and shall be of no further force and effect (i.e. Real Estate Taxes shall be included in Operating Expenses and Tenant shall be required to make monthly estimated payments to Landlord on account of Real Estate Taxes, as provided in Section 6.3 of the Lease). If requested by Tenant in writing, from time to time, Landlord shall provide to Tenant copies of tax bills on the basis of which Real Estate Taxes are included in Operating Expenses.
25. UNUSED CONSTRUCTION CONTINGENCY
Landlord and Tenant acknowledge and agree that as of the date hereof all remaining amounts in the Reserve Fund under Section 4.6 of the Lease shall be retained by Landlord for the benefit of Landlord.
26. INAPPLICABLE LEASE PROVISIONS
Exhibits B-1 (Base Building Work Specifications), B-2 (Tenant Improvement Work Plans and Specifications), B-3 (Plans and Specifications for Off-Site Mitigation Work), and B-4 (Qualifications and Assumptions with respect to Landlord’s Work) of the Lease shall have no applicability with respect to this Third Amendment.
27. RECORDING
At the request of either party, the other party shall execute and deliver a mutually acceptable amendment and restatement of the existing Notice of Lease with respect to the Lease, evidencing the extension of the Term of the Lease and other amendments to the Lease set forth herein, in form recordable and complying with applicable law and otherwise in the form required by Section 16.8 of the Lease.
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28. MISCELLANEOUS
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease. All other terms and conditions of the Lease, as hereby amended, are ratified, confirmed and approved in all respects, and the Lease, as amended hereby, shall remain in full force and effect, as so amended.
[Signatures on following page]
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EXECUTED UNDER SEAL as of the date first above written.
LANDLORD:
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BOSTON PROPERTIES LIMITED PARTNERSHIP
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By:
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/S/ David C. Provost
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Name:
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David C. Provost
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Title:
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Senior Vice President
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Hereunto Duly Authorized
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TENANT:
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PARAMETRIC TECHNOLOGY CORPORATION
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By:
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/S/ James E. Heppelmann
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Name:
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James E. Heppelmann
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Title:
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President and Chief Executive Officer
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Hereunto Duly Authorized
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