NSTAR Gas Company d/b/a Eversource Energy D.P.U. 19-120 Attachment AG-1-64(c) Page 1 of 136 PRUDENTIAL CENTER INDEX TO LEASE FROM BP PRUCENTER ACQUISITION LLC TO BOSTON EDISON DATED 12/24/98 NSTAR Gas Company d/b/a Eversource Energy D.P.U. 19-120 Attachment AG-1-64(c) Page 2 of 136 PRUDENTIAL CENTER INDEX TO LEASE FROM BP PRUCENTER ACQUISITION LLC TO BOSTON EDISON ARTICLE NUMBER CAPTION PAGE I BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS 1 II PREMISES 4 III LEASE TERM AND EXTENSION OPTIONS 6 IV CONDITION OF PREMISES 10 V ANNUAL FIXED RENT AND ELECTRICITY AND SPECIAL ALLOWANCES 15 VI TAXES 17 VII LANDLORD'S REPAIRS AND SERVICES AND TENANT'S ESCALATION PAYMENTS 19 VIII TENANT'S REPAIRS 24 IX ALTERATIONS 25 X PARKING 28 )1 XI CERTAIN TENANT COVENANTS 29 XII ASSIGNMENT AND SUBLETTING 32 XIII INDEMNITY AND COMMERCIAL GENERAL GSDocs-170639-5 12/24/98 8:12 AM NSTAR Gas Company d/b/a Eversource Energy D.P.U. 19-120 Attachment AG-1-64(c) Page 3 of 136 LIABILITY INSURANCE 37 XIV FIRE, CASUALTY AND TAKING 38 XV DEFAULT 41 XVI MISCELLANEOUS PROVISIONS 46 Section 16.1 Waiver 46 Section 16.2 Cumulative Remedies 46 Section 16.3 Quiet Enjoyment 47 Section 16.4 Surrender 47 Section 16.5 Brokerage 47 Section 16.6 Invalidity of Particular Provisions 47 Section 16.7 Provisions Binding, Etc. 48 Section 16.8 Recording 48 Section 16.9 Notices and Time for Action 48 Section 16.10 When Lease Becomes Binding 49 Section 16.11 Paragraph Headings 49 Section 16.12 Rights of Mortgagee 49 Section 16.13 Rights of Ground Lessor 50 Section 16.14 Notice to Mortgagee and Ground Lessor 50 Section 16.15 Assignment of Rents 51 Section 16.16 Status Report and Financial Statements 51 Section 16.17 Self-Help 52 Section 16.18 Holding Over 52 Section 16.19 Entry by Landlord 53 Section 16.20 Tenant's Payments 53 Section 16.21 Late Payment 54 Section 16.22 Counterparts 54 Section 16.23 Entire Agreement 54 Section 16.24 Landlord Liability 54 Section 16.25 No Partnership 55 Section 16.26 Security Deposit 55 Section 16.27 Governing Law 55 Section 16.28 Signage Section 16.29 Telecommunications GSDocs-170639-5 12/24/98 8:12 AM NSTAR Gas Company d/b/a Eversource Energy D.P.U. 19-120 Attachment AG-1-64(c) Page 4 of 136 PRUDENTIAL CENTER THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building known as the Prudential Tower, Boston, Massachusetts. The parties to this instrument hereby agree with each other as follows: ARTICLE I BASIC LEASE PROVISIONS AND ENUMERATIONS OF EXHIBITS 1.1 INTRODUCTION. The following sets forth the basic data and identifying Exhibits elsewhere hereinafter referred to in this Lease, and, where appropriate, constitute definitions of the terms hereinafter listed. 1.2 BASIC DATA. Date: December 24, 1998 Landlord: BP Prucenter Acquisition LLC Present Mailing Address c/o Boston Properties Limited Partnership 8 of Landlord: Arlington Street Boston, Massachusetts 02116 Tenant: Boston Edison Company, a Massachusetts corporation Present Mailing Address: 800 Boylston Street Boston, Massachusetts 02199-8003 Term or Lease Term: One hundred twenty (120) calendar months (sometimes called unless extended or sooner terminated as the "Original Lease Term") hereinafter provided. Extension Option: Two (2) periods of five (5) years as provided in and on the terms set forth in Section 3.2 hereof Lease Year: A period of twelve (12) consecutive calendar months, commencing on the first day of -1- GSDocs-170639-5 12/24/98 8:12 AM NSTAR Gas Company d/b/a Eversource Energy D.P.U. 19-120 Attachment AG-1-64(c) Page 5 of 136 January in each year, except that the last Lease Year of the Lease Term hereof shall be the period commencing on January 1 of the calendar year in which the Lease Term ends, and ending with the date on which the Lease Term ends. January 1, 2001. Commencement Date: Premises: The entirety of the sixteenth (16th) and seventeenth (17th) floors of the Building, in accordance with the floor plans annexed hereto as Exhibit C and incorporated herein by reference, as further defined and limited in Section 2.1 hereof. Rentable Floor Area of 51,352 square feet, including a the Premises: proportionate share of common areas of the Building outside of the Premises. Annual Fixed Rent: (a) During Lease Years 1 through 5 of the Original Lease Term at the annual rate of $1,900,024.00, being the product of (i) $37.00 and (ii) the "Rentable Floor Area of the Premises" (hereinabove defined in this Section 1.2), and during Lease Years 6 through 10 of the Original Lease Term at the annual rate of $2,105,432.00, being the product of (i) $41.00 and (ii) the "Rentable Floor Area of the Premises". (b) During the extension option period(s) (if any and if exercised), as determined pursuant to Section 3.2. As provided in Section 5.2 hereof. Tenant Electricity: Additional Rent: All charges and other sums payable by Tenant as set forth in this Lease, in addition to Annual Fixed Rent. Initial Minimum Limits of $5,000,000 combined single limit per Tenant's Commercial occurrence on a per location basis. General Liability Insurance: - 2 - GSDocs-170639-5 12/24/98 8:12 AM NSTAR Gas Company d/b/a Eversource Energy D.P.U. 19-120 Attachment AG-1-64(c) Page 6 of 136 Total Rentable Floor Area 1,226,539 square feet. of the Building: Building: For the purposes of this Lease, the Building shall mean the building shown as The Prudential Tower on Exhibit A-1, as the same may be altered, expanded, reduced or otherwise changed by Landlord from time to time. Prudential Center: For purposes of this Lease, the Prudential Center shall mean the land described on Exhibit A-2 and the buildings, garages and other improvements thereon, commonly known as Prudential Center, as the same may be altered, expanded, reduced or otherwise changed by Landlord from time to time. Permitted Use: General office use. Broker: None. Security Deposit: Not Applicable. 1.3 ENUMERATION OF EXHIBITS. The following Exhibits attached hereto are a part of this Lease, are incorporated herein by reference, and are to be treated as a part of this Lease for all purposes. Undertakings contained in such Exhibits are agreements on the part of Landlord and Tenant, as the case may be, to perform the obligations stated therein to be performed by Landlord and Tenant, as and where stipulated therein. Exhibit A-1 -- Site Plan. Exhibit A-2 -- Legal Description of the Prudential Center. Exhibit B Landlord's Services. Exhibit C Floor Plan. Exhibit D Common Areas Exhibit E Existing Equipment and Existing Telecommunications -3. GSDocs-170639-5 4 12/2 /98 8:12 AM NSTAR Gas Company d/b/a Eversource Energy D.P.U. 19-120 Attachment AG-1-64(c) Page 7 of 136 Areas ARTICLE II PREMISES 2.1 DEMISE AND LEASE OF PREMISES. Landlord hereby demises and leases to Tenant, and Tenant hereby hires and accepts from Landlord, the Premises in the Building, excluding exterior faces of exterior walls, the common stairways and stairwells, elevators and elevator walls, mechanical rooms, electric and telephone closets, janitor closets, and pipes, ducts, shafts, conduits, wires and appurtenant fixtures serving exclusively or in common other parts of the Building, and if the Premises includes less than the entire rentable area of any floor, excluding the common corridors, elevator lobbies and toilets located on such floor. 2.2 APPURTENANT RIGHTS AND RESERVATIONS. Subject to Landlord's right to change or alter any of the following in Landlord's discretion as herein provided, Tenant shall have, as appurtenant to the Premises, the non-exclusive right to use in common with others, but not in a manner or extent that would materially interfere with the normal operation and use of the Building as a multi- tenant office building and subject to reasonable rules of general applicability to tenants of the Building from time to time made by Landlord of which Tenant is given notice: (a) the common lobbies, corridors, stairways, and elevators of the Building, and the pipes, ducts, shafts, conduits, wires and appurtenant meters and equipment serving the Premises in common with others, (b) the loading areas serving the Building and the common walkways and driveways necessary for access to the Building, (c) if the Premises include less than the entire rentable floor area of any floor, the common toilets, corridors and elevator lobby of such floor and (d) the plazas and other common areas of the Prudential Center as Landlord makes the same available from time to time; and no other appurtenant rights and easements. Landlord reserves the right from time to time, without unreasonable interference with Tenant's use: (a) to install, use, maintain, repair, replace and relocate for service to the Premises and other parts of the Building, or either, pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the Premises or the Building, and (b) to alter or relocate any other common facility, provided that substitutions are substantially equivalent or better. Installations, replacements and relocations referred to in clause (a) above shall be located so far as practicable in the central core area of the Building, above ceiling surfaces, below floor surfaces or within perimeter walls of the Premises.