EXHIBIT 10.2


 


111 Huntington Avenue


Boston, Massachusetts 02199


(the “Building”)


 


FIRST AMENDMENT (“First Amendment”)


Execution Date: October 26, 2010


 


	
   

  	
  LANDLORD:

  	
   

  	
  BP
  111 Huntington Avenue LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  	
   

  	
  Federal
  Home Loan Bank of Boston, a Federal instrumentality

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PREMISES:

  	
   

  	
  The
  entirety of the twenty-fourth (24th) and twenty-fifth (25th) floors of the Building,
  and an area on the twenty-third (23rd) floor of the Building,
  containing, in the aggregate, approximately 60,774 rentable square feet, a
  shown on the floor plans annexed to the Lease as Exhibit D

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LEASE

  	
   

  	
   

  
	
   

  	
  EXECUTION

  	
   

  	
   

  
	
   

  	
  DATE:

  	
   

  	
  June 21,
  2000

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TERMINATION

  	
   

  	
   

  
	
   

  	
  DATE:

  	
   

  	
  December 31,
  2012

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PREVIOUS

  	
   

  	
   

  
	
   

  	
  LEASE

  	
   

  	
   

  
	
   

  	
  AMENDMENTS:

  	
   

  	
  Letter
  Agreement dated May 3, 2001

  



 


Reference is made to the fact that Tenant is negotiating with an
affiliate of Landlord (the “Pru Landlord”)
to enter into a lease (the “Pru Lease”) of
premises (the “Pru Premises”) located at another
building known as the Prudential Tower.


 


WHEREAS,
the parties desire to amend the Lease to, inter alia, terminate the
Original Lease Term on the Effective Termination Date, as hereinafter defined;


 


NOW THEREFORE, the parties hereby agree that the above-referenced lease
(the “Lease”) is hereby amended as follows:


 


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1.                                       TERMINATION OF
ORIGINAL LEASE TERM


 


Notwithstanding anything to the contrary in the Lease contained, the
expiration date of the Original Lease Term shall occur on the earlier to occur
of the date (“Effective Termination Date”) that
is (a) the Commencement Date (as defined in the Pru Lease) under the Pru
Lease, provided that for purposes of this First Amendment only, a Partial Early
Occupancy (as defined in the Pru Lease) shall be disregarded in determining the
Commencement Date under the Pru Lease and therefore the Effective Termination
Date hereunder (the “Pru Lease Commencement
Date”), or (b) October 31, 2012.  The Effective Termination Date is subject to
modification pursuant to the terms of Section 4 of this First
Amendment.  Annual Fixed Rent and other
charges due under the Lease will be apportioned as of said Effective
Termination Date.  On or before said
Effective Termination Date, Tenant shall vacate the Premises and deliver the
Premises to Landlord in the condition in which Tenant is required, pursuant to
the Lease (including, without limitation, Section 16.4 thereof) to deliver
the Premises at the expiration or prior termination of the Original Lease Term,
except that, notwithstanding anything to the contrary contained in said Section 16.4
of the Lease, Tenant shall not be required to: (i) remove any improvements
that are in the Premises as of the Execution Date of this First Amendment, or (ii) remove
any cabling that serves the Premises as of the Execution Date of this First
Amendment.  Without limitation, Tenant
shall not be required to remove the internal staircase currently existing in
the Premises.


 


2.                                       ANNUAL FIXED
RENT IN RESPECT OF PREMISES DURING BALANCE OF ORIGINAL LEASE TERM


 


A.                                   In the event
that the Substantial Completion Date under the Pru Lease (as such term is
defined in Section 4.1(B) of the Pru Lease) occurs on or before October 31,
2011, then Tenant shall continue to pay Annual Fixed Rent and Operating Cost
Excess for the Premises through and including the Effective Termination Date in
accordance with the terms of the Lease.


 


B.                                     If the
Substantial Completion Date under the Pru Lease has not occurred on or before October 31,
2011, then (i) Tenant shall continue to pay Annual Fixed Rent and Operating
Cost Excess for the Premises through and including October 31, 2011 in
accordance with the terms of the Lease, (ii) Tenant shall not be obligated
to pay Operating Cost Excess for the Premises after November 1, 2011, and (iii) Tenant
shall pay Annual Fixed Rent for the Premises for the period from November 1,
2011 through the Effective Termination Date as follows:


 


	
  Time Period

  	
   

  	
  Annual Fixed

  Rent

  	
   

  	
  Monthly Fixed

  Rent

  	
   

  
	
  11/1/11 — Effective
  Termination Date:

  	
   

  	
  $

  	
  2,320,796.00

  	
   

  	
  $

  	
  193,399.67

  	
   

  
								



 


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3.                                       HOLDING OVER


 


In
the event that the Effective Termination Date occurs prior to the actual
substantial completion of Landlord’s Work (as defined in the Pru Lease) under
the Pru Lease (“Pru Lease Substantial Completion”),
then the holdover rent, pursuant to Section 16.18 of the Lease, shall not
commence, and Landlord agrees that it shall not take any action to evict Tenant
from the Premises, until the earliest of: (i) the Pru Lease Substantial
Completion, or (ii) the date sixty (60) days after the Effective
Termination Date, or (iii) October 31, 2012.  The foregoing shall not affect the remaining
provisions of Section 16.18 of the Lease.


 


4.                                       EFFECT OF
EXERCISE OF TERMINATION RIGHT UNDER PRU LEASE


 


A.                                   Reference is
made to the fact that both the Pru Landlord and Tenant have certain termination
rights pursuant to Section 4.2 of the Pru Lease.  In the event the Pru Lease is terminated
pursuant to Section 4.2 of the Pru Lease, Tenant may under certain
circumstances elect to lease “Relocation Premises”
as more fully set forth in said Section 4.2.


 


B.                                     If the Pru
Lease is terminated pursuant to Section 4.2 of the Pru Lease, and Tenant
does elect to lease the Relocation Premises, then the Effective Termination
Date of this Lease shall be automatically changed to be the earlier of (i) the
date that Tenant vacates the Premises and notifies Landlord that it has done
so, or (ii) October 31, 2012.


 


C.                                     If the Pru
Lease is terminated pursuant to Section 4.2 of the Pru Lease, and Tenant
does not elect to lease the Relocation Premises, then the Effective Termination
Date of this Lease shall be automatically changed to be the earlier of (i) the
date specified by Tenant in a written notice (“Early
Termination Notice”) delivered to Landlord, which date (x) shall
be at least thirty (30) days after the date Tenant delivers the Early
Termination Notice to Landlord, and (y) shall not be prior to December 31,
2011, or (ii) October 31, 2012.


 


5.                                       DELETED LEASE
PROVISIONS


 


Section 2.2  of the Lease
(Tenant’s Expansion Option), Section 2.3 of the Lease (Right of First
Offer) and Section 3.2 of the Lease (Extension Options) are hereby deleted
in their entirety and are of no further force or effect.


 


6.                                       NO COMMISSION


 


Tenant hereby represents to Landlord that Tenant has dealt with no
broker in connection with this First Amendment other than Colliers Meredith &
Grew (the “Broker”). Tenant agrees to indemnify and hold Landlord
harmless from all claims of any brokers (other than Broker) claiming to have
represented Tenant in connection with this First Amendment.  Landlord hereby represents to Tenant that
Landlord has dealt with no broker in connection with this First Amendment other
than the Broker.  Landlord agrees


 


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to
indemnify and hold Tenant harmless from all claims of any brokers other than
the Broker claiming to have represented Landlord in connection with this First
Amendment.


 


7.                                       The Lease, as
amended by this First Amendment, shall be governed by the laws of The
Commonwealth of Massachusetts.


 


8.                                       In the event
that any of the provisions of the Lease are inconsistent with this First
Amendment or the state of facts contemplated hereby, the provisions of this
First Amendment shall control.


 


9.                                       The Lease, as
amended by this First Amendment, cannot be amended further except in writing
signed by both parties.


 


10.                                 As hereby
amended, the Lease is ratified, confirmed and approved in all respects, and
shall remain in full force and effect in accordance with its terms.


 


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EXECUTED
UNDER SEAL as of the date first above written.


 


LANDLORD:


BP
111 HUNTINGTON AVE LLC


 


	
  By:

  	
  Boston
  Properties Limited Partnership,

  	
   

  
	
   

  	
  a
  Delaware limited partnership

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Boston
  Properties, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  a
  Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/David
  C. Provost

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David
  C. Provost

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TENANT:

  	
   

  
	
  FEDERAL HOME LOAN BANK OF BOSTON,

  	
   

  
	
  a Federal instrumentality

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/Earl Baucom

  	
   

  
	
  Name:

  	
  Earl Baucom

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
  Hereunto Duly Authorized

  	
   

  
						



 


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