BROOKS-PRI AUTOMATION INC
EX-10.37 LEASE BETWEEN THE COMPANY AND BERCAR II
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>7
<FILENAME>b44487bpexv10w37.txt
<DESCRIPTION>EX-10.37 LEASE BETWEEN THE COMPANY AND BERCAR II
<TEXT>
<PAGE>
                                                                   Exhibit 10.37

                            FIRST AMENDMENT TO LEASE

     This First Amendment to Lease (this "FIRST AMENDMENT") is made as of the
1st day of November, 2002 by and between BerCar II, LLC ("LANDLORD"), and
Brooks-PRI Automation, Inc. ("TENANT").

1.   Reference Information.

     1.1. Landlord and Tenant entered into that certain Lease Agreement dated as
          of October 23, 2002 (the "LEASE"), pursuant to which Landlord is
          leasing to Tenant the land and improvements thereon known as 12
          Elizabeth Drive, Chelmsford, MA, as more particularly described in the
          Lease.

     1.2. Landlord and Tenant intend to confirm the commencement of the term of
          the Lease and to make other revisions set forth more particularly
          below.

In consideration of the covenants herein reserved and contained, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:

2.   Incorporation; Capitalized Terms. The foregoing Reference Information
     hereby incorporated in this First Amendment and made part hereof for all
     purposes. All capitalized terms used in this First Amendment and not
     otherwise defined shall have the meanings given in the Lease.

3.   Commencement Date. The Original Term of the Lease shall be deemed to
     commence on November 1, 2002, which date shall be the "Rent Day" as
     referred to in the Lease. Except to the extent directly affected by the
     foregoing change in the commencement of the term and the "Rent Day", all
     other dates and time periods in the Lease remain unaltered.

4.   Approval of Alterations. Landlord shall not unreasonably withhold,
     condition or delay its approval of any alterations to the demised premises
     submitted by Tenant as provided in Sections 7.1.1 and 7.1.2 of the Lease or
     otherwise. In the event that Landlord fails to respond to a request for
     approval within the time frames provided in Sections 7.1.1 or 7.1.2, then
     Tenant may give Landlord a notice (an "ALTERATIONS REMINDER NOTICE") that a
     request for approval is pending and the deadline for response has passed.
     If Landlord fails to respond within five (5) business days of the receipt
     of an Alterations Reminder Notice, then Landlord shall be deemed to have
     approved the request that was the subject of such Alterations Reminder
     Notice.

5.   Insurance Provisions. The first sentence of Section 4.3 of the Lease is
     hereby deemed deleted and replaced with the following: "Tenant shall
     maintain with respect to the demised premises during the term of this Lease
     a policy of commercial general liability insurance and if necessary
     commercial umbrella insurance in insurance companies authorized to do
     business in the Commonwealth of Massachusetts and with a financial capacity
     to be approved by Landlord in its commercially reasonable discretion and in
     amounts not less than Three Million Dollars ($3,000,000.00)."

6.   Tax Payments: Notwithstanding anything in the Lease to the contrary, so
     long as Landlord is required to escrow and pay real estate taxes by any
     mortgagee holding an interest in the demised premises, then in lieu of
     direct payment of real estate taxes by the Tenant as provided in the Lease,
     Tenant shall pay to Landlord along with the monthly payment of
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     Fixed Rent an estimated payment in the amount of 1/12 of the annual real
     estate taxes for the demised premises with respect to any tax fiscal year
     (or portion thereof) which falls within the term of the Lease (the "MONTHLY
     ESTIMATED TAX PAYMENT"). Landlord shall from time to time render to Tenant
     a statement calculating the Monthly Estimated Tax Payment based on the
     estimated amount of real estate taxes payable by Landlord during the tax
     fiscal year in question, and shall adjust the Monthly Estimated Tax Payment
     (a) within 30 days of the receipt by Landlord of the quarterly real estate
     tax bill which sets the final assessment and final tax rate for the demised
     premises for the tax fiscal year in question, and (b) promptly if at any
     time Landlord determines that the Monthly Estimated Tax Payment is in
     excess or less than 1/12 of the annual amount of real estate taxes payable
     by Landlord. Promptly after any real estate tax payment made by or on
     behalf of Landlord, Landlord shall render a statement to Tenant summarizing
     the actual amounts of real estate taxes paid by Landlord and provide
     documentation confirming payment to the taxing authority. Within 30 days of
     the end of each tax fiscal year during the term of the Lease (and within 30
     days of the earlier of either the end of the term of the Lease or the
     determination of the final assessment and final tax rate for the demised
     premises for the tax fiscal year during which the end of the term of the
     Lease falls), Landlord shall issue to Tenant a final statement of taxes for
     the tax fiscal year in question stating the total amount of real estate
     taxes payable by  Tenant, the total amount of the Monthly Estimated Tax
     Payments paid by Tenant, and any excess or deficiency between those two
     amounts, and within 30 days of such final determination, either, (y)
     Landlord shall refund any excess payment of Monthly Estimated Tax Payments
     to Tenant, or (z) Tenant shall pay any deficiency in the Monthly Estimated
     Tax Payments to Landlord.

7.   Ratification. Except as amended hereby, the terms and conditions of the
     Lease shall remain unaffected. From and after the date hereof, all
     references to the Lease shall mean the Lease as amended hereby.
     Additionally, Landlord and Tenant each confirms and ratifies that, as of
     the date hereof and to its actual knowledge, (a) the Lease is and remains
     in good standing and in full force and effect, and (b) neither party has
     any claims, counterclaims, set-offs or defenses against the other party
     arising out of the Lease or the demised premises or in any way relating
     thereto or arising out of any other transaction between Landlord and
     Tenant.

8.   General Provisions.

     8.1  Applicable Law. This First Amendment shall be deemed to have been
          executed and delivered within the Commonwealth of Massachusetts, and
          the rights and obligations of Landlord and Tenant hereunder shall be
          construed and enforced in accordance with, and governed by, the laws
          of the Commonwealth of Massachusetts without regard to the laws
          governing conflicts of laws.

     8.2  Severability. If any term of this First Amendment or the application
          thereof to any person or circumstances shall be invalid and
          unenforceable, the remaining provisions of this First Amendment, the
          application or such term to persons or circumstances other than those
          as to which it is invalid or unenforceable, shall not be affected.

     8.3  Successors and Assigns. This First Amendment is binding upon and
          shall inure to the benefit of Landlord and Tenant, their respective
          agents, employees, representatives, officers, directors, divisions,
          subsidiaries, affiliates, assigns, heirs, successors-in-interest and
          shareholders.

     8.4  Interpretation. Each party has cooperated in the drafting and
          preparation of this First Amendment and, therefore, in any
          construction to be made of this First Amendment, the same shall not
          be construed against either party. In the event of litigation
          relating to this

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          First Amendment, the prevailing party shall be entitled to
          reimbursement from the other party of its reasonable attorneys'
          fees and costs.

     8.5. Entire Agreement. This First Amendment constitutes the entire
          agreement of the parties with respect to the subject matter hereof
          and supersedes all prior and contemporaneous oral and written
          agreements and discussions, and may not be amended, waived,
          discharged or terminated except by a written instrument signed by
          all of the parties hereto.


                         [signatures on following page]


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     IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment
to be executed as a sealed instrument as of the day and year first above
written.

                                        LANDLORD:
                                        BerCar II LLC, BY ITS MANAGERS:

                                        ALTID ENTERPRISES, LLC

                                        By: /s/ Raymond F. Carye
                                            -----------------------------
                                             Raymond F. Carye, Manager

                                        By: /s/ Barbara F. Carye
                                            -----------------------------
                                             Barbara F. Carye, Manager

                                        SENNEN REALTY TRUST

                                        /s/ Edward F. Carye
                                        --------------------------------
                                        Edward F. Carye, Trustee

                                        /s/ Barbara J. Hausman
                                        --------------------------------
                                        Barbara J. Hausman, Trustee


                                        TENANT:

                                        BROOKS-PRI AUTOMATION, INC.

                                        By  /s/ Robert J. Therrien
                                            ----------------------------
                                            Name:  Robert J. Therrien
                                            Title: President & CEO


                                        ATTEST:

                                        By /s/ Jeffrey J. Myrdek
                                           ------------------------------------
                                           Name: Jeffrey J. Myrdek
                                           Title: Director of Global Facilities





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