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Exhibit
10.26
THIRD AMENDMENT TO
LEASE
THIS THIRD AMENDMENT TO
LEASE (this “ Amendment ”) is made as of
this 31 st day of October, 2006 by and between 492 OCP
LLC, a Massachusetts limited liability company (“
Landlord ”) and Lionbridge Technologies, Inc .,
a Delaware corporation (“ Tenant ”).
RECITALS
A. International
Communications, Inc., a Massachusetts corporation as predecessor in
interest to the Lease (as hereinafter defined) to Lionbridge,
entered into a certain Lease dated February 16, 1996 (the
“ Original Lease ”), with Framingham Corporate
Center Limited Partnership, a Massachusetts limited partnership, of
approximately 27,907 rentable square feet located on the fifth
floor of that certain office building known as Framingham Corporate
Center, 492 Old Connecticut Path, Framingham, Massachusetts (the
“ Building ”), as more particularly set forth in
the Original Lease.
B. The Original Lease has
been amended by (i) a First Amendment to Lease dated
April 29, 1997, whereby Landlord agreed to lease to Tenant an
additional 3,797 rentable square feet located on the third floor of
the Building and (ii) a Second Amendment to Lease dated
February 28, 2002 (the “ Second Amendment
”), pursuant to which Tenant relinquished the Premises on the
third floor of the Building, such that the Premises again consisted
of 27,907 rentable square feet on the fifth floor of the Building
(as so amended, the “ Lease ”).
C. Landlord and Tenant desire
to further amend the Lease to, among other things, reflect
Tenant’s relinquishment of certain space located on the fifth
floor of the Building and to extend the term of the
Lease.
NOW, THEREFORE, in
consideration of the mutual covenants, conditions and agreements
hereunder contained and intending to be legally bound, the parties
agree as follows:
1. Defined Terms .
Terms not otherwise defined in this Amendment shall have the same
meanings as set forth in the Lease.
2. Extension of Term .
Landlord and Tenant hereby agree to further extend the term of the
Lease for a period of five (5) years and seven (7) months
(the “ Second Extension Term ”). The Second
Extension Term shall commence on August 1, 2006 (the “
Second Extension Term Commencement Date ”) and shall
expire on February 28, 2012. The Extension Term provided in
the Second Amendment shall expire on July 31, 2006
notwithstanding anything in the Second Amendment to the contrary.
The Second Extension Term shall be on all the same terms and
conditions of the Lease, except: (i) Landlord shall not
contribute, or have any obligation to pay, any allowance,
including, without limitation, any construction or improvements
allowance, or to perform any alterations or improvements to the
Premises with respect to the Second Extension Term except as
otherwise provided herein; (ii) there shall be no rent
abatement prior to or during the Second Extension Term; and
(iii) as otherwise set forth herein. As of the Second
Extension Term Commencement Date, except as otherwise set forth
herein to the contrary, the words “Term or term” as
such words appear in the Lease as amended hereby, shall include the
Extension Term.
3. Reduction of the
Premises . Effective as of the Surrender Date (hereinafter
defined in Section 15 below), that portion of the Premises
consisting of 8,417 rentable square feet of the Premises labeled on
the plan attached hereto as Exhibit A and referred to
herein as the “ Relinquished Premises ” shall be
deleted from the Premises, and Tenant’s lease of the
Relinquished Premises shall terminate. As of the Surrender Date,
the Premises shall consist of approximately 19,490 rentable square
feet on the fifth floor of the Building (the “ Remaining
Premises ”) as shown on said Exhibit A and,
except as otherwise set forth herein to the contrary, the term
“Premises” as such term appears in the Lease as amended
hereby, shall refer to the Remaining Premises. Tenant shall lease
the Remaining Premises on all the same terms and conditions of the
Lease except as otherwise set forth herein. Landlord and Tenant
each agree to execute a supplemental agreement confirming the
Surrender Date upon request of the other party.
4. Base Rent for the
Extension Term . Commencing on the Second Extension Term
Commencement Date, the fixed minimum annual base rent for the
Premises shall be reduced to $24.50 per rentable square foot per
annum, payable monthly in advance in installments of $56,976.79
each. Commencing on the Surrender Date, the fixed minimum annual
base rent for the Remaining Premises shall be as
follows:
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Effective
Date
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Fixed Minimum
Annual Base Rent
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Monthly
Fixed Rent |
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Per rentable
square foot (rsf)
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Surrender Date
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$ |
477,505.00 |
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$ |
39,792.08 |
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$ |
24.50 |
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August 1, 2007
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$ |
496,995.00 |
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$ |
41,416.25 |
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$ |
25.50 |
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August 1, 2008
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$ |
516,485.00 |
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$ |
43,040.42 |
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$ |
26.50 |
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August 1, 2009
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$ |
535,975.00 |
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$ |
44,664.58 |
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$ |
27.50 |
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August 1, 2010
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$ |
555,465.00 |
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$ |
46,288.75 |
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$ |
28.50 |
If the Surrender Date has not occurred
on or before August 1, 2007, rent for the Premises shall be
increased at the rate per rentable square foot set forth
above.
5. Pro-Rata Share .
Effective as of the Surrender Date, the Pro-Rata Share shall be
reduced to 12.22%.
6. Base Operating Costs
for the Second Extension Term . Effective as of the Second
Extension Term Commencement Date, Section 1.01 of the Lease is
hereby amended by deleting the definition of “Base Operating
Costs” and substituting the following definitions in its
place:
“Base Operating
Expenses: $1,213,967.00.
“Base Real Estate
Taxes: $667,726.00.”
7. Operating Expenses and
Real Estate Taxes . Effective as of the Second Extension Term
Commencement Date, Section 3.02 of the Lease (Operating
Expense Adjustments) is hereby amended by deleting the first four
(4) paragraphs of the Section (the last paragraph so deleted
starts with “If the Direct Expenses paid …” and
ends with “being leased by Tenant”) and substituting
the following paragraphs in their place:
“For purposes of this
Lease ‘ Direct Expenses ’ are defined as the
aggregate of Operating Expenses (hereinafter defined) and Real
Estate Taxes (hereinafter defined).
“‘ Operating
Expenses’ shall mean all direct costs of operation and
maintenance of the Office Building, including but not limited to
electricity, water, sewer, steam and other utility charges; all
insurance premiums; costs for janitorial services; costs of labor
for on-site personnel; air conditioning, heating and elevator
operation and maintenance costs; supplies, materials, equipment and
tools; repair and maintenance costs; security costs; costs to clean
and maintain the cafeteria and fitness center; upkeep of all
parking and common areas; and a reasonable management fee to cover
Landlord’s administrative and overhead costs. Operating
Expenses shall not include depreciation on the Office Building or
on equipment used therein, loan payments, executive salaries or
real estate broker’s commissions. ‘ Real Estate
Taxes ’ shall mean all real property taxes or betterments
imposed, assessed or levied upon the Office Building, including
without limitation, the land on which the Office Building is
located or any substitute therefor.
“Tenant shall pay, as
Additional Rent hereunder, (a) Tenant’s Pro-Rata share
of the increase, if any, in the Real Estate Taxes imposed, assessed
or levied upon the Office Building in excess of Base Real Estate
Taxes, plus (b) Tenant’s Pro-Rata Share of the increase,
if any, in the actual Operating Expenses over the Base Operating
Expenses.
The remainder of said
Section 3.02 shall remain in force and effect, except that the
second sentence of the next paragraph, “However, no
Additional Rent shall be charged to Tenant pursuant to this
Section 3.02 until the beginning of the thirteenth month of
the Lease Term,” is hereby deleted.
8. Estimated Cost of
Electricity . The Estimated Cost of Electricity for the Second
Extension Term shall be $1.25 per rentable square foot per annum.
Such amount shall be paid as provided in the first paragraph of
Article Seven of the Lease, and is subject to modification as
provided in the last sentence of said paragraph and as provided in
Section 9 below.
9. Excess Electricity
Use . Article Seven of the Lease is hereby further amended by
deleting the last paragraph in its entirety, and substituting the
following paragraph:
“If Landlord reasonably
determines, from time to time, that the cost to Landlord of
electricity allocable to Tenant’s use, demand and/or
consumption of electricity exceeds the Estimated Cost of
Electricity (any such use, demand or consumption of electricity by
Tenant being hereinafter referred to as ‘ Excess
Electricity Use’ ), Landlord may, at its option, give
written notice thereof to Tenant (any such notice being hereinafter
referred to as an ‘ Excess Electricity Notice ’)
which notice shall specify the amount by which Landlord estimates
that Landlord’s cost of such Excess Electricity Use exceeds
the Estimated Cost of Electricity (any such excess cost being
hereinafter referred to as an ‘ Excess Electricity Use
Charge ’), and if such Excess Electrification Use Charge
is based upon increased cost of electricity, the Excess Electricity
Notice shall be accompanied by invoices or other reasonable
evidence of such increased cost. The Excess Electricity Use Charge
specified in such Excess Electricity Notice shall be due and
payable as additional rent. Any Excess Electricity Use Charge
allocable to a period prior to the date of giving an Excess
Electricity Notice shall, at the option of Landlord, be payable as
additional rent within thirty (30) days after written demand
is made therefor by Lan
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