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LEASE AGREEMENT

Lease Agreement

LEASE AGREEMENT
 | Document Parties: MKS INSTRUMENTS, INC. | ASPEN INDUSTRIAL PARK PARTNERSHIP, LLLP You are currently viewing:
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MKS INSTRUMENTS, INC. | ASPEN INDUSTRIAL PARK PARTNERSHIP, LLLP

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Title: LEASE AGREEMENT
Governing Law: Colorado     Date: 3/16/2006
Industry: Semiconductors     Sector: Technology

LEASE AGREEMENT
, Parties: mks instruments  inc. , aspen industrial park partnership  lllp
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                                                                   EXHIBIT 10.27

                                 LEASE AGREEMENT

     This Lease Agreement is made as of the 25the day of June, 2005, by and
between ASPEN INDUSTRIAL PARK PARTNERSHIP, LLLP, a Colorado limited liability
limited partnership ("Landlord"), and MKS INSTRUMENTS, INC., a Massachusetts
corporation authorized to do business in Colorado ("Tenant").

                                    PREMISES

     Landlord and Tenant entered into a Lease Agreement for 5360 Sterling Drive,
Boulder, Colorado on August 9, 2000, which will expire by its terms on August
31, 2005. Landlord and Tenant desire to replace the August 9, 2000 Lease
Agreement in its entirety and replace it with the within Lease Agreement.

                          I. LEASE OF LEASED PREMISES

A. Lease.

     1. Landlord leases to Tenant and Tenant leases from Landlord the entire
building located at 5360 Sterling Drive, Boulder, Colorado, situated on Lot 3,
Aspen Industrial Park Subdivision, City of Boulder, Colorado. The entire
building is hereafter referred to as the "Leased Premises," or the "Building."

     2. The Leased Premises contain approximately 38,056 square feet of
rentable floor area which Landlord and Tenant agree is the floor area on which
the Rent and Operating Expenses set forth in Article III are based.

                                    II. TERM

A. Commencement, Renewal and Termination of Lease.

     The lease term shall commence at 12:01 a.m. on July 1, 2005, and, unless
earlier terminated, as herein provided, the term of the Lease shall be for ten
years from the commencement date. The sum of $43,164.18 (included in monthly
payments under the prior lease) shall be applied against the immediately
succeeding monthly rents until this amount is exhausted.

B. Possession.

     1. Possession shall be delivered on the commencement date of the Lease.
Tenant's


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taking possession of the Leased Premises on commencement of the term shall
constitute Tenant's acknowledgement that the Leased Premises are in good
condition and that all provisions of the existing lease under which Tenant is
holding over shall be deemed replaced by the applicable terms of this Lease
Agreement.

C. Renewal.

     1. If Tenant is in compliance with all terms and conditions of the Lease
Agreement and upon not less than twelve (12) months notice prior to the end of
the ten year lease term, Tenant provides written notice to Landlord of its
desire to negotiate the terms and conditions of a new lease for the Leased
Premises, then upon receipt of such notice, Landlord and Tenant agree to
negotiate the terms and conditions of a new lease in good faith for a period of
45 days. If Landlord and Tenant are unable to agree on the terms and conditions
of a new lease for the Leased Premises by the end of 45 days then Landlord's
obligation hereunder will terminate.

D. Termination.

     1. Tenant shall have the right to terminate the Lease at the end of the
sixtieth month (60th) of the ten year lease term and if not so terminated then
Tenant shall have the right to terminate the Lease at the end of the
eighty-fourth month (84th) of the lease term provided Tenant notifies Landlord
of its intent to terminate by written notice to Landlord twelve months prior to
the designated termination date. As a condition of said termination, Tenant
shall pay to Landlord on or before the termination date all of Landlord's
unamortized costs (using a 8% per annum amortization rate) including; leasing
costs, reimbursement of tenant improvement payments ($50,000) paid by Landlord,
commissions ($142,710), reasonable attorneys fees relating to the releasing of
the Premises, plus three (3) months of Monthly Base Rent under the applicable
rent schedule.

                        III. RENT AND OPERATING EXPENSES

A. Base Rent.

     1. Base rent for the first five years of this Lease, shall be $10.50 a
square foot for 38,056 square feet, for a Base Rent of $1,997,940 for the first
five years.

     2. If Tenant does not terminate the Lease at the end of the first five
years, then Base Rent for the sixth year will be $10.75 per square foot
($409,102 per annum), Base Rent for the seventh year will be $11.00 per square
foot ($418,616 per annum), and Base Rent for the eighth year will be $11.25 per
square foot ($428,130 per annum).

     3. If Tenant does not terminate the Lease at the end of eighty-four months,
then Base Rent for the ninth year will be $11.50 per square foot ($437,644 per
annum) and Base Rent for the tenth year will be $11.75 per square foot ($447,158
per annum).

     4. Aggregate Base Rent for the full ten year term of the Lease is
$4,138,590.00.


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     5. All Base Rent payable hereunder shall be paid in equal monthly
installments ("Monthly Base Rent"), without setoff or deduction, in advance, on
or before the first day of each month during the term of this Lease at the
address of the Landlord set forth in Article XXII, or such other address or
addresses as Landlord may hereafter determine by notice to the Tenant.

     6. Rent for any period during the term hereof which is for less than one
(1) month, if any, shall be a prorated portion of the monthly installment
herein, based on a thirty (30) day month.

B. Operating Expenses.

     1. Tenant shall pay one hundred percent (100%) of the operating expenses
paid or incurred by Landlord for the operation and/or maintenance of the Leased
Premises.

     2. The term Operating Expenses is defined as direct costs of operation and
maintenance, as determined by standard practices, and shall include the
following costs by way of illustration, but not be limited to: real property
taxes and assessments for the Leased Premises and Lot 2; management fee equal to
one percent (1%) of annual Base Rent; water and sewer charges; security systems
and alarms; insurance premiums; utilities; janitorial services; snow removal;
labor; window cleaning; air conditioning and heating maintenance; elevator
maintenance; supplies; materials, equipment, and tools; including maintenance,
costs, and upkeep of all landscaping, including Lot 3, parking areas, sidewalks,
and all Building repairs except repair of the roof or structure.

     3. Operating Expenses shall not include depreciation on the Building, loan
payments, executive salaries or real estate brokers' commissions. All Operating
Expenses over which Landlord has any control shall be reasonable and competitive
with such costs and expenses in similar buildings in Boulder, Colorado.

C. Effect of Termination. Except as expressly provided to the contrary herein,
in the event this Agreement is terminated by either party in accordance with the
terms of this Agreement, no further Base Rent or operating costs shall be
payable by Tenant with respect to any period beginning on the date of the later
of (i) such termination and (ii) Tenant's vacancy of the Premises.

                            IV. TENANT'S CONSTRUCTION

     Tenant shall have the right to do all of its own construction, subject only
to Landlord's reasonable approval of plans for either the initial premises, or
future renovation work. Tenant shall not be charged any landlord supervisory,
management, or review fees for any of Tenants initial, ongoing or future
construction. All plans submitted by the Tenant for initial work, as well as
subsequent renovations shall be approved or deemed approved within ten (10)
business days by landlord. Landlord shall make any comment or request any change
immediately after submission of plans, further, Landlord shall notify Tenant of
any item that Landlord will want restored.


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                        IV. TENANT IMPROVEMENT ALLOWANCE

Landlord will provide Tenant with fifty thousand dollars ($50,000) as an
allowance for tenant improvements. Tenant shall have the right to apply
Landlord's contribution towards both hard and soft costs such as design fees,
engineering fees, furniture and relocation costs. Any unused portion of the
fifty thousand dollar contribution can be used by Tenant for payment of rent.

                       V. CAPITAL ITEMS, LANDLORD REPAIRS

Landlord warrants for the ten (10) year term of the lease and any agreed upon
extensions of the lease that the roof, structure and mechanical systems such as
HVAC units, boilers (related to the building) shall have a useful life of at
least the length of the lease. Should any or these items fail and need to be
repaired or replaced during the term of the lease, the Landlord, at its sole
cost and expense shall bear the cost to replace them.

                             VI. ADA & LIFE SAFETY

Landlord shall be responsible for the costs for compliance of the premises, base
building, common areas, bathrooms, drinking fountains and elevators related to
the Americans with Disabilities Act (ADA), and any and all other codes related
to life safety.

                  VII. TAXES - PERSONAL PROPERTY RESPONSIBILITY

     Tenant shall be responsible and pay for any and all taxes and/or
assessments levied and/or assessed against any furniture, fixtures, equipment
and items of a similar nature installed and/or located in or about the Leased
Premises by Tenant.

                                   VIII. USE

A. Permitted Uses.

     Tenant shall use the Leased Premises for any manufacturing and
office-warehouse use permitted by the City of Boulder on such Leased Premises.

B. Limitations on Use.

     1. Tenant shall not do, bring, or keep anything in or about the Leased
Premises that will cause a cancellation of any insurance covering the Leased
Premises. If the rate of any insurance carried by Landlord is increased as a
result of Tenant's use, upon timely notice by Landlord, Tenant shall pay to
Landlord within 10 days before the date Landlord is obligated to pay a premium
on the insurance, a sum equal to the difference between the original premium and
the increased premium.


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     2. Tenant shall comply with all laws concerning the Leased Premises or
Tenant's use of the Leased Premises. Landlord warrants conformance with all such
laws at the commencement date of this Lease.

     3. Tenant shall not use the Leased Premises in any manner that will
constitute waste or nuisance in the Building, nor shall Tenant overload the
floors or any part of the Leased Premises in a manner exceeding the floor
loading restrictions of the Uniform Building Code as adopted by the City of
Boulder.

                                 IX. MAINTENANCE

A. Landlord's Maintenance.

     Landlord, at its cost, shall maintain, in good condition, (i) the
structural parts of the Building, which structural parts include only the
foundations, bearing and exterior walls (including glass and doors),
sub-flooring, and roof; (ii) the unexposed electrical, plumbing, and sewage
systems, including, without limitation, the lighting fixtures installed by
Landlord (but not including replacement of bulbs, tubes or ballasts) and
including those portions of the systems lying outside the Leased Premises; and
(iii) window frames, gutters, and roof drains on the Building, provided,
however, if the maintenance or repairs are required in part or in whole by the
neglect, fault or omission of any duty by the Tenant, its agents, servants,
employees, and invitees, the Tenant shall, at Tenant's sole cost and expense,
make such repairs and maintenance as are necessary to restore the Leased
Premises to a good condition.

B. Tenant's Maintenance.

     Except as provided in the previous subparagraph, Tenant, at its cost, shall
maintain, in good condition, all portions of the Leased Premises, including,
without limitation, all of Tenant's personal property, carpet, and flooring.
Tenant shall be liable to any damage to the Building resulting from the acts or
omissions of Tenant or its authorized representatives.

                                 X. ALTERATIONS

A. Tenant shall not make any structural or exterior alterations to the Leased
Premises without Landlord's consent. Tenant, at its cost, shall have the right
to make non-structural alterations to the interior of the Leased Premises as
part of its initial tenant finish that Tenant requires in order to conduct its
business on the Leased Premises. Tenant shall submit reasonably detailed final
plans and specifications and working drawings of the proposed Tenant finish
fifteen (15) days before it intends to commence the alterations. Plans submitted
will be objected to by Landlord within ten (10) days after submission and shall
be deemed approved if there are no objections. The alterations shall be approved
by all appropriate governmental agencies and all applicable permits and
authorizations shall be obtained before commencement. Any alterations made shall
remain on and be surrendered with the Leased Premises on expiration or
termination of the term of this Lease, unless otherwise agreed in writing.


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<PAGE>

                              XI. MECHANIC'S LIENS

A. Tenant's Obligations.

     Tenant shall pay all costs for construction done by it or caused to be done
by it on the Leased Premises as permitted by this Lease. Tenant shall keep the
Leased Premises, the Building, other improvements, and the Land free and clear
of all mechanic's liens resulting from construction by or for Tenant. Tenant
shall have the right to contest the correctness or validity of any such lien if,
upon demand by Landlord, Tenant procures a bond in an amount equal to one and
one-half times the amount of the claim of lien or makes some other financial
arrangement acceptable to Landlord to protect Landlord's interests. Landlord
shall require a bond, or other financial arrangement with Tenant, only at such
time that the lien claimant commences a foreclosure action on the lien. Tenant
shall be responsible for removing any filed liens affecting the property from
the real estate records.

B. Tenant's Contractors.

     Landlord shall have the right to require Tenant's contractor(s) to furnish
to both Tenant and Landlord adequate lien waivers on work completed. Landlord
reserves the right to post notices in Leased Premises that Landlord is not
responsible for payment of work performed and that Landlord's interest is not
subject to any lien.

                                 XII. UTILITIES

     Tenant shall pay all gas and electric utilities and services supplied to
the Building, together with any taxes thereon. Tenant shall make all
arrangements for and pay all costs of telephone services furnished to or used by
it. The Building has separate meters in various locations which can be utilized
if, during the term of the Lease, Tenant, with Landlord's approval, sublease any
portion of the Building using a separate meter.

                    XIII. LIABILITY, INDEMNITY AND INSURANCE

A. Indemnity.

     Each Party will indemnify and hold the other Party harmless from and
against any and all claims, losses, expenses, costs, judgments, and/or demands
arising from the conduct of the indemnifying Party in or about the Leased
Premises and/or on account of any operation or action by such Party and/or from
and against all claims arising from any breach or default on the part of such
Party or any act of negligence of such Party, its agents, contractors, servants,
employees, licensees, or invitees, or any accident, injury or death of any
person or damage to any property in or about the Leased Premises. Each Party's
obligation to indemnify and hold the other Party harmless shall include the
indemnified Party's reasonable attorney's fees, and shall be limited to the sum
that exceeds the amount of insurance proceeds, if any, received by the
indemnified Party.


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<PAGE>

B. Public Liability and Property Damage Insurance.

     Tenant, at its costs, shall maintain general liability insurance, with
liability limits of not less than $1,000,000.00 for each occurrence of bodily
injury and $200,000.00 property damage, insuring against all liability of Tenant
and its authorized representatives arising out of any connection with Tenant's
use or occupancy of the Leased Premises. All general liability insurance shall
ensure performance by Tenant of the indemnity provisions of this Article. Both
parties shall be named as co-insureds, and the Tenant shall deliver certificates
of insurance to the Landlord.

C. Tenant's Fire Insurance.

     Tenant, at its cost, shall maintain on all of its personal property in, on
or about the Leased Premises, a policy of standard fire and extended coverage
insurance, to the extent it deems necessary and appropriate. Tenant understands
that Landlord has no insurance covering Tenant's personal property.

D. Fire Insurance on Building and Other Improvements.

     Landlord shall maintain on the Building and other improvements in which the
Leased Premises are located a policy of standard fire and all risks coverage
insurance to the extent of at least one hundred percent (100%) of full
replacement value. The insurance policy shall be issued in the names of
Landlord, and Landlord's lender, as their interests appear. The insurance policy
shall also provide coverage for rental value insurance, including all operating
expenses, for a period of one year. The insurance policy shall provide that all
proceeds shall be made payable to Landlord. The cost of such insurance shall be
passed on to Tenant as part of the Direct operating expenses for the Building
pursuant to Article IV.

E. Waiver of Subrogation.

     The parties release each other, and their respective authorized
representatives, from any claims for damages to any person or to the Leased
Premises, and to the fixtures, personal property, Tenant's improvements, and
alterations of either Landlord or Tenant in or on the Leased Premises that are
caused by or result from risks insured against under any insurance policies
carried by the parties and in force at the time of such damage. Each party shall
cause each insurance policy obtained by it to provide that the insurance company
waives all rights of recovery by way of subrogation against either party in
connection with any damage covered by any policy.

F. Other Insurance Requirements.

     All the insurance required under this Lease shall be issued with insurance
companies authorized to do business in the State of Colorado, and the Tenant
will endeavor to notify the Landlord within thirty (30) days' written notice
before of any applicable policy terminations.


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                            XIV. PROTECTIVE COVENANTS

     Tenant shall faithfully observe and comply with the covenants, conditions,
and restrictions set forth in a Declaration of Covenants of Aspen Industrial
Park Subdivision recorded with the Boulder County Clerk and Recorder on November
11, 1979 (the "Covenants") as Reception No. 363409, as amended. Tenant hereby
acknowledges having received a copy of such Covenants with the execution of this
Lease. Landlord reserves the right from time to time to make all reasonable
modifications to said Covenants. The additions and modifications to those
Covenants shall be binding upon Tenant upon delivery of a copy of them to
Tenant. Landlord shall not be responsible to Tenant for the nonperformance of
any of said Covenants by any other tenants within the Subdivision.

                                 XV. DESTRUCTION

A. Risk Covered By Insurance.

     1. If, during the term, the Leased Premises are totally or partially
destroyed from a risk covered by the insurance described in Article XIII,
rendering the Leased Premises totally or partially inaccessible or unusable,
Landlord shall restore the Leased Premises and other improvements in which the
Leased Premises are located to substantially the same condition as they were in
immediately before destruction. Such destruction shall not terminate this Lease.
If the existing laws do not permit the restoration, either party can terminate
this Lease immediately by giving notice to the other party. Furthermore, if such
restoration can not be accomplished within 90 days from the date of destruction,
either party shall have the option to terminate this Lease immediately by giving
notice to the other party.

     2. If the projected cost of restoration exceeds the amount of proceeds
received from the insurance required under Article XIII, Landlord can elect to
terminate this Lease by giving notice to Tenant within fifteen (15) days after
determining that projected restoration costs will exceed the insurance proceeds.
In the case of destruction to the Leased Premises only, if Landlord elects to
terminate this Lease, Tenant, within fifteen (15) days after receiving
Landlord's notice to terminate, can elect to pay to Landlord, at the time Tenant
notifies Landlord of its election, the difference between the amount of
insurance proceeds and the cost of restoration, in which case Landlord shall
restore the Leased Premises. Landlord shall give Tenant satisfactory evidence
that all sums contributed by Tenant as provided in this paragraph have been
expended by Landlord in paying the cost of restoration. If Landlord elects to
terminate this Lease and Tenant does not elect to contribute toward the cost of
restoration as provided in this paragraph, this Lease shall terminate
immediately.

B. Risk Not Covered By Insurance.

     1. If, during the term, the Leased Premises are totally or partially
destroyed from a risk not covered by the insurance described in Article XIII,
rendering the Leased Premises totally or partially inaccessible or unusable,
Landlord shall restore the Leased Premises to substantially the same condition
as they were in immediately before destruction. Such destruction shall not
terminate this Lease. If the existing laws do not permit the restoration, either
party can terminate


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this Lease immediately by giving notice to the other party. Furthermore, if such
restoration can not be accomplished within 90 days from the date of destruction,
either party shall have the option to terminate this Lease immediately by giving
notice to the other party.

     2. If the projected cost of restoration exceeds ten percent (10%) of the
projected value following restoration of the Leased Premises, Landlord can elect
to terminate this Lease by giving notice to Tenant within fifteen (15) days
after determining projected restoration costs and replacement value but no more
than 45 days after defining event.

     3. If Landlord elects to terminate this Lease, Tenant, within fifteen (15)
days after receiving Landlord's notice to terminate, can elect to pay to
Landlord, at the time Tenant notifies Landlord of its election, the difference
between ten percent (10%) of the projected value of the Leased Premises
following destruction and the actual costs of restoration, in which case
Landlord shall restore the Leased Premises. Landlord shall give Tenant
satisfactory evidence that all su


 
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