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Exhibit 10.13 EDGEWATER OFFICE PARK WAKEFIELD, MASSACHUSETTS FIRST AMENDMENT TO LEASE

Lease Agreement

Exhibit 10.13 EDGEWATER OFFICE PARK WAKEFIELD, MASSACHUSETTS FIRST AMENDMENT TO LEASE | Document Parties: ALLIANCE DATA SYSTEMS CORP | 601 Edgewater LLC | Epsilon Data Management, Inc | Epsilon Data Management, LLC | Senior Director, Facilities & Real Estate You are currently viewing:
This Lease Agreement involves

ALLIANCE DATA SYSTEMS CORP | 601 Edgewater LLC | Epsilon Data Management, Inc | Epsilon Data Management, LLC | Senior Director, Facilities & Real Estate

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Title: Exhibit 10.13 EDGEWATER OFFICE PARK WAKEFIELD, MASSACHUSETTS FIRST AMENDMENT TO LEASE
Date: 2/28/2008
Industry: Computer Services     Sector: Technology

Exhibit 10.13 EDGEWATER OFFICE PARK WAKEFIELD, MASSACHUSETTS FIRST AMENDMENT TO LEASE, Parties: alliance data systems corp , 601 edgewater llc , epsilon data management  inc , epsilon data management  llc , senior director  facilities & real estate
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Exhibit 10.13

EDGEWATER OFFICE PARK

WAKEFIELD, MASSACHUSETTS

FIRST AMENDMENT TO LEASE

Epsilon Data Management, Inc.

First Amendment to Lease (“First Amendment”) dated as of August 29, 2007 between 601 Edgewater LLC, a Delaware limited liability company (“ Landlord” ), and Epsilon Data Management, LLC, a Delaware limited liability company ( “Tenant” ).

Background

Reference is made to a lease dated July 30, 2002 (the “Lease” ) between Landlord and Tenant for certain premises containing 96,726 square feet of Rentable Floor Area (the “Original Premises” ) in the building known as 601 Edgewater Drive, Wakefield, Massachusetts (the “ Building” ). Capitalized terms used and not otherwise defined in this First Amendment shall have the meanings ascribed to them in the Lease.

Landlord and Tenant desire to enter into this First Amendment to add certain expansion space to the Original Premises on the terms more particularly set forth in this First Amendment.

Agreement

FOR VALUE RECEIVED, Landlord and Tenant agree as follows:

1. Expansion . Effective as of the Expansion Commencement Date (defined below), Landlord hereby agrees to lease to Tenant and Tenant hereby agrees to lease from Landlord an additional 16,707 square feet of Rentable Floor Area (the “Additional Premises” ) as shown on the floor plan attached hereto as Exhibit A . Tenant’s lease of the Additional Premises shall be on all of the same terms and conditions as the Original Premises, except as otherwise specified herein. Effective as of the Expansion Commencement Date, the Additional Premises shall be made a part of the Premises under the Lease and Tenant shall be leasing a total of 113,433 square feet of Rentable Floor Area in the Building. Landlord shall deliver the Additional Premises to Tenant on the Expansion Commencement Date free of all tenants and occupants (including their personal property and trade fixtures), in broom clean condition, good working order condition and repair (including, but not limited to, all building, mechanical and life-safety systems serving same) and in compliance in all respects with applicable laws, codes, ordinances, rules and regulations.”

(a) Annual Fixed Rent for the Additional Premises . Commencing on the Expansion Commencement Date and continuing through the Term Expiration Date, Tenant shall pay Annual Fixed Rent for the Additional Premises in the amount per rentable square foot set forth below and otherwise on the same terms and conditions as the Original Premises.

(b) Additional Rent . Commencing on the Expansion Commencement Date and continuing through the Term Expiration Date, payments of Additional Rent for Landlord’s Operating Expenses and Taxes shall be determined and paid at the times and in the manner set

 


forth in Sections 2.5 and 2.6 of the Lease (using the new figures for Base Operating Expenses and Base Taxes provided under this First Amendment). From and after the Expansion Extension Date, however, Tenant shall pay for all electricity consumed in the Additional Premises as and to the extent set forth in Section 2.7 of the Lease and any other additional charges incurred under the Lease for the Additional Premises other than Additional Rent for Landlord’s Operating Expenses and Taxes.

(c) As-Is . Subject to Landlord’s obligations set forth in this First Amendment and the Lease, the Additional Premises are being leased in their “as-is” condition without representation or warranty by Landlord, and Landlord shall not be required to perform any work in connection with Tenant’s occupancy of the Additional Premises during the Term.

(d) Expansion Commencement Date . The “Expansion Commencement Date” shall be March 1, 2008, or if later, the date of substantial completion (as defined below) of Tenant’s Expansion Construction (as defined on Exhibit B), provided, however, that the extension of the Expansion Commencement Date beyond March 1, 2008 shall be applicable only if and to the extent that the completion of Tenant’s Expansion Construction is delayed beyond March 1, 2008 as a result of Force Majeure, as such term is defined in Section 4.2 of the Lease, and/or delays, caused by the action or inaction of Landlord, including but not limited to Landlord’s failure to deliver the Additional Premises as required under this First Amendment on or before November 30, 2007, and provided that as a condition of such extension (except for an extension based on Landlord’s failure to deliver as aforesaid) Tenant shall give notice to Landlord upon earning of the event of Force Majeure or Landlord delay and Tenant shall use all commercially reasonable efforts to substantially complete Tenant’s Expansion Construction as soon as possible thereafter. As used herein, Tenant’s Expansion Construction shall be “substantially complete” or “substantially completed” when Tenant obtains a certificate of occupancy for the Premises allowing the use and occupancy thereof as contemplated in the Lease^ if necessary, and all of Tenant’s Expansion Construction has been completed except for so-called “punch-list items” which shall consist of, for example, minor work, adjustments or installations, the completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. If Landlord has not delivered the Additional Premises to Tenant on or before December 15, 2007, Tenant shall have the right at its sole election to terminate this First Amendment upon written notice to Landlord whereupon this First Amendment shall be of no further force or effect.

2. Tenant Improvement Allowance . Landlord shall reimburse Tenant for actual third-party costs incurred by Tenant to make improvements to the Original Premises and the Additional Premises in an amount up to $417,675 (the “Tenant Improvement Allowance”), such reimbursement to be paid in accordance with Exhibit B attached hereto. Tenant may use up to $250,605 of the Tenant Improvement Allowance to assist with Tenant’s actual third-party costs incurred by Tenant in connection with moving, cabling, wiring, furniture, telephone systems and other building-related items or to offset Annual Fixed Rent during the first 7 months following the Expansion Commencement Date. In addition, Landlord shall reimburse Tenant for actual third-party costs incurred by Tenant for Tenant’s space planning for the Additional Premises in an amount up to $2,506.05 (the “Space Planning Allowance”).

 


3. Annual Fixed Rent . Commencing on the Expansion Commencement Date, Annual Fixed Rent for the Additional Premises shall be due and payable in equal monthly installments as provided in Section 2.5 of the Lease as follows:

 

Time Period

   Rent Per Rentable
Square Foot
   Annual Fixed Rent    Monthly Rent

Expansion Commencement Date to the day before the Second Anniversary thereof.

   $ 23.00    $ 384,261    $ 32,021.75

Second Anniversary of Expansion Commencement Date to day before Fourth Anniversary of Expansion Commencement Date.

   $ 24.00    $ 400,968    $ 33,414

Fourth Anniversary of Expansion Commencement Date to April 30, 20l3

   $ 25.00    $ 417,675    $ 34,806.25

4. Base Operating Expenses and Taxes . Commencing as of the Expansion Commencement Date (i) the Base Operating Expenses Per Square Foot of Rentable Floor Area figure shall be equal to actual Operating Expenses for calendar year 2007, which amount shall be “grossed-up” to a level of 95% occupancy as to those costs that vary with occupancy in the event the Building occupancy is less than 95% on average in any given year, and (ii) the Base Taxes Per Square Foot of Rentable Floor Area figure shall be equal to actual Taxes for fiscal year 2008, which amount will be “grossed up” to reflect a real estate tax assessment based on a fully-completed and 100% leased and occupied Building.

5. Additional Right of First Offer .

Simultaneously with any offer to lease all or any portion of the second (2nd) or third (3rd) floors of the Building (the “601 ROFO Space”) or any portion of the building located at 701 Edgewater Drive, Wakefield, Massachusetts (the “701 Building” and collectively with the 601 ROFO Space, the “ROFO Space”), to any third party, Landlord shall offer to lease such space (the “Amendment Offered Space”) to Tenant at the Amendment Expansion Market Rent (defined below) -and except as otherwise specified herein on the same terms and conditions as this Lease, provided however, that (a) if there are less than three (3) Lease Years left in the Term

 


at the time Landlord is offering to lease the Amendment Offered Space, Tenant may lease the Amendment Offered Space only if Tenant has, and irrevocably exercises, an Extension Option set forth in Section 2.4.1 of the Lease for the Premises so that the Amendment Offered Space shall be leased by Tenant for at least a three (3) year term, (b) the Amendment Offered Space shall be leased by Tenant in its “as is” (but vacant, broom-clean and in good order and repair and operating condition and in compliance with applicable laws, codes, ordinances, rules and regulations, except for any Tenant work) with such tenant improvement allowances, free rent, or other concessions as are then being offered generally for comparable space in comparable properties in the “Metro-North” area, (c) the figures for Base Operating Expenses and Base Taxes applicable to the Amendment Offered Space shall be the actual amounts (adjusted to 95% occupancy, and to 100% fully-built, leased and occupied, respectively) for the calendar year and fiscal year, respectively, in which the Amendment Offered Space is to be delivered to Tenant, and (d) Tenant may elect to lease either the Amendment Offered Space or, at Tenant’s option, the entire ROFO Space to the extent that the same is not then under lease to other tenants or the subject of active lease negotiations following an offer to Tenant under this Section 5. Any tenant or occupant of the Amendment Offered Space from time to time, any affiliate thereof, or Metcalf & Eddy or ah affiliate thereof to the extent of its rights to lease a portion (approximately 3,000 square feet) of such space as of the date hereof shall not be considered a “third-party” for purposes of this Section 5 . and Landlord shall be free to lease the Amendment Offered Space to any of the foregoing without offering the same to Tenant first.

Any offer by Landlord under this Section 5 may be accepted by Tenant by written notice given within ten (10) Business Days, as defined in Section 8.19 of the Lease, of delivery of Landlord’s offer. If Tenant does not timely accept Landlord’s offer, then Tenant’s rights under this Section 5 shall be deemed conclusively waived by Tenant with respect to the next lease of the Amendment Offered Space provided that the next such lease of the Amendment Offered Space is entered into within nine (9) months after Tenant’s failure to accept Landlord’s offer, and . Landlord shall have no further obligation to offer the Offered Space to Tenant before next leasing the same to a third party occurring within such nine (9) month period, but this Section 5 shall apply to any other lease of ROFO Space. In the event that Tenant accepts any offer by Landlord under this section, the leasing of such Amendment Offered Space and the rent therefor shall be documented by an amendment to the Lease. Tenant’s rights under this Section 5 as to that particular accepted Amendment Offered Space shall be rendered void, at Landlord’s election, if Tenant is in default beyond any applicable notice or grace period at the time Landlord offers any space to a third party or at the time Tenant’s lease of any Offered Space under this Section 5 would otherwise commence.

Amendment Expansion Market Rent” shall mean the then prevailing market rate for a five (5) year lease of office space in the greater “Metro-North” area comparable to the Amendment Offered Space in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those on which Tenant shall have the right to lease the Amendment Offered Space. If Landlord and Tenant have not agreed, in writing, on the Amendment Expansion Market Rent for the Offered Space within fourteen (14) days after Tenant accepts Landlord’s offer, then at the request of either party Amendment Expansion Market Rent for the Amendment Offered Space shall be determined in accordance with the arbitration procedure set forth in Section 2.4.1 of the Lease for the determination of Fair Market Rent.

 


If Tenant exercises its rights under this Section 5. Landlord shall use reasonable efforts to deliver the Amendment Offered Space as set forth in Landlord’s offer. Landlord’s failure to deliver, or delay in delivering, all or any part of the Amendment Offered Space by reason of Force Majeure, as such term is defined in Section 4.2 of the Lease, and including continued occupancy of any such Amendment Offered Space by any occupant thereof shall not give rise to any liability of Landlord, shall not alter Tenant’s obligation to accept such Amendment Offered Space when delivered, shall not constitute a default of Landlord, and shall not affect the validity of the Lease; provided, however, that if Landlord shall fail to deliver the Amendment Offered Space within ninety (90) days following the date set forth in Landlord’s offer, Tenant shall have the right at its sole election to terminate its exercise of its rights thereto upon written notice to Landlord whereupon such exercise shall be of no further force or effect.

This Section 5 shall not be construed to grant to Tenant any rights or interest in any space in the Building and any claims by Tenant alleging a failure of Landlord to comply herewith shall be limited to claims for monetary damages and Tenant may not assert any rights in any space nor file any lis pendens or similar notice with respect thereto.

6. Notices and Tenant’s Authorized Representative . From and after the date of this First Amendment, Tenant’s Authorized Representative and notice therefore shall be as follows and the following shall be added as an additional Tenant notice party for all notices and communications to Tenant pursuant to the Lease:

Epsilon

601 Edgewater Drive

Mailstop 5/M06

Wakefield, MA 01880

Attention: Laura Vosburgh Marshall

Senior Director, Facilities & Real Estate

And to:

ADS

17655 Waterview Parkway

Dallas, TX 75252

Attention: General Counsel

7. Brokerage . Tenant represents an


 
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