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THIRD AMENDMENT TO LEASE BETWEEN OCP LLC AND LIONBRIDGE TECH.

Lease Agreement

THIRD AMENDMENT TO LEASE BETWEEN OCP LLC AND LIONBRIDGE TECH. | Document Parties: 492 OCP LLC | Framingham Corporate Center Limited Partnership | Lionbridge Technologies, Inc You are currently viewing:
This Lease Agreement involves

492 OCP LLC | Framingham Corporate Center Limited Partnership | Lionbridge Technologies, Inc

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Title: THIRD AMENDMENT TO LEASE BETWEEN OCP LLC AND LIONBRIDGE TECH.
Governing Law: Massachusetts     Date: 3/16/2007
Industry: Business Services     Sector: Services

THIRD AMENDMENT TO LEASE BETWEEN OCP LLC AND LIONBRIDGE TECH., Parties: 492 ocp llc , framingham corporate center limited partnership , lionbridge technologies  inc
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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:

 

Effective Date

  

Fixed Minimum

Annual Base Rent

   Monthly
Fixed Rent
  

Per rentable

square foot (rsf)

Surrender Date

   $ 477,505.00    $ 39,792.08    $ 24.50

August 1, 2007

   $ 496,995.00    $ 41,416.25    $ 25.50

August 1, 2008

   $ 516,485.00    $ 43,040.42    $ 26.50

August 1, 2009

   $ 535,975.00    $ 44,664.58    $ 27.50

August 1, 2010

   $ 555,465.00    $ 46,288.75    $ 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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