Exhibit 10.53
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this "Amendment") is made as of February
28, 2002, by and between CORNERSTONE SUBURBAN OFFICE, L.P., a Delaware limited
partnership ("Cornerstone Suburban") through its agent CORNERSTONE REAL ESTATE
ADVISERS, INC. with an address at Xxx Xxxxxxxxx Xxxxx, 00xx Xxxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000-0000, and LIONBRIDGE TECHNOLOGIES, INC., a Delaware
corporation with an office at Framingham Corporate Center, 000 Xxx Xxxxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Lionbridge").
RECITALS:
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A. International Communications, Inc., a Massachusetts corporation ("ICI",
together with Lionbridge, "Tenant"), 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 (together with Cornerstone
Suburban, "Landlord"), as predecessor-in-interest to the Original Lease to
Cornerstone Suburban, whereby Landlord leased to Tenant approximately 27,907
rentable square located on the fifth floor (the "Original Premises") of that
certain office building known as Framingham Corporate Center, 000 Xxx
Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx (the "Building"), as more
particularly set forth in the Original Lease.
B. Landlord and Tenant entered into a certain First Amendment to Lease
dated April 29, 1997 (together with the Original Lease, the "Lease"), whereby
Landlord agreed to lease to Tenant an additional 3,797 rentable square feet
located on the third floor of the Building, for a total lease of 31,704 rentable
square feet (together with the Original Premises, the "Premises").
C. Landlord and Tenant desire to amend the Lease to, among other things,
reflect Tenant's relinquishment of certain space located on the third floor of
the Building and 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
hereto agree that:
1. Defined Terms. Terms not otherwise defined in this Amendment shall have
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the same meanings as set forth in the Lease.
2. Extension of Term. Landlord and Tenant hereby agree to extend the term
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of the Lease for five years (the "Extension Term"). The Extension Term shall
commence on March 1, 2002 (the "Extension Term Commencement Date"), and shall
expire on February 28, 2007. The 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 Extension Term except as
otherwise provided herein; (ii) there shall be no rent abatement prior to or
during the Extension Term; and (iii) as otherwise set forth herein. Articles 22,
23 and 24 of the Lease are hereby deleted from the Lease in its entirety. Tenant
acknowledges and agrees that Tenant maintains no further renewal or extension
options in connection with the Lease. As of the Extension Term Commencement
Date, except as otherwise set forth herein to the contrary, the words "Term or
term", as such words appears in the Lease as amended hereby, shall include the
Extension Term.
3. Reduction of the Premises. Effective as of the Extension Term
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Commencement Date, that portion of the Premises consisting of 3,797 rentable
square feet located on the third floor of the Building (the "Relinquished
Premises") shall be deleted from the Premises, and Tenant's lease of the
Relinquished Premises shall terminate. As of the Extension Term Commencement
Date, the Premises shall consist of 27,907 rentable
square feet on the fifth floor of the Building (the "Reduced Premises") as set
forth on Exhibit A attached hereto and incorporated herein, and except as
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otherwise set forth herein to the contrary, the term "Premises" as such term
appears in the Lease as amended hereby, shall refer to the Reduced Premises.
Tenant shall lease the Reduced Premises on all the same terms and conditions of
the Lease except as otherwise set forth herein.
4. Base Rent for the Extension Term. Commencing on the Extension Term
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Commencement Date, rent for the Reduced Premises shall be as follows:
Fixed Minimum
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Effective Date Annual Base Rent Monthly Fixed Rent
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March 1, 2002 $263,721.15 $21,976.76
March 1, 2003 $781,396.00 $65,116.33
March 1, 2004 $809,303.00 $67,441.92
March 1, 2005 $837,210.00 $69,767.50
March 1, 2006 $865,117.00 $72,093.08
5. Base Operating Costs for the Extension Term. The base year for the Base
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Operating Costs for both of operating expenses and real estate taxes for the
Extension Term shall be the calendar year 2002.
6. Estimated Cost Electricity for Reduced Premises. Commencing on the
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Extension Term Commencement Date, Tenant shall pay $27,907.00 per annum as the
Estimated Cost of Electricity for the Reduced Premises in equal monthly
installments of $2,325.58.
7. Parking for the Reduced Premises. Commencing on the Extension Term
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Commencement Date, Tenant shall be entitled to the non-exclusive right to use up
to 98 parking spaces at the Building's surface parking facilities, at no cost to
Tenant. All parking is available on a first come-first serve basis.
8. Security Deposit. Tenant shall provide Landlord with a cash security
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deposit in the amount of $60,000.00. Tenant may substitute such cash security
deposit with a letter of credit substantially in the form attached hereto and
incorporated herein as Exhibit B, subject to Landlord's reasonable acceptance of
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the form as modified.
9. Landlord's Notice Address. As of the date hereof, Landlord's Address
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shall be: "Cornerstone Suburban Office, L.P., c/o Cornerstone Real Estate
Advisers, Inc., Xxx Xxxxxxxxx Xxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000-0000, with a copy to: X.X. Xxxxxxx & Co., Inc., 00 Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000".
10. Right of First Offer. Provided that Tenant is not in default of its
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obligations under the Lease (or no event has occurred which, but for the giving
of notice or passage of time, or both, would constitute a default), and subject
to any existing rights, including renewal rights, of other tenants in the
Building to any portion of the First Offer Space (as hereinafter defined),
Tenant shall have one right of first offer to lease up to approximately 5,216
rentable square feet of office space located on the fifth floor of the Building
contiguous to the Reduced Premises (the "First Offer Space") during the Term of
this Lease in accordance with the following terms and conditions:
(a) Except as otherwise provided herein, prior to Landlord entering
into a lease for all or any part of the First Offer Space with a prospective
third party tenant ("Third Party"), Landlord shall first offer in writing the
portion of the First Offer Space for lease to Tenant on the same terms and
conditions quoted to the Third Party.
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(b) Within ten business days after Tenant receives said offer from
Landlord, Tenant shall either accept or reject such offer by written notice to
Landlord. Failure by Tenant to deliver to Landlord a written acceptance thereof
within such period shall be deemed a rejection by Tenant of such offer.
(c) If Tenant rejects or is deemed to have rejected said offer, then
this right of first offer shall be deemed to have terminated and shall be of no
further force or effect. Landlord may thereafter lease that portion of the First
Offer Space to any Third Party without any further obligation to Tenant
hereunder, whether or not such terms and conditions are more or less favorable
than those offered to Tenant.
(d) If Tenant accepts said offer in accordance with the provisions
hereof, then Landlord and Tenant shall thereupon execute an amendment to this
Lease (the "First Offer Space Amendment") adding the First Offer Space to this
Lease. If Tenant fails to execute the First Offer Space Amendment within 20 days
after Landlord furnishes same to Tenant, then the acceptance of Landlord's offer
shall be deemed to have been rejected by Tenant and thereupon the provisions of
Section 10(c) hereof shall apply.
(e) Prior to Landlord's execution of the First Offer Space Amendment,
Tenant shall furnish to Landlord its most current publicly available financial
statements of Tenant prepared in accordance with generally accepted accounting
principles. As a condition precedent to Landlord's adding the First Offer Space
to this Lease and Landlord executing the First Offer Space Amendment, Landlord
may evaluate and approve the financial condition of Tenant, and such approval
shall not be unreasonably withheld. If Landlord does not approve the financial
condition of Tenant, then Tenant's right of first offer shall terminate and
shall immediately be of no further force or effect, and Landlord shall be
entitled to lease the First Offer Space to any Third Party in accordance with
the provisions of this Section.
11. Condition of Reduced Premises. Tenant's retaining possession of the
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Reduced Premises as of the Extension Term Commencement Date shall be conclusive
evidence that the Reduced Premises were in good order and satisfactory condition
when Tenant retained possession. Tenant retains the Reduced Premises in an "As
Is" condition and acknowledges that no representation regarding the condition of
the Reduced Premises or the Building has been made by or on behalf of Landlord
or relied upon by Tenant. Except as otherwise provided herein, Tenant agrees
that Landlord shall not be obligated to alter, remodel, decorate, clean or
improve the Reduced Premises or the Building (or to provide Tenant with any
credit or allowance for the same). Notwithstanding the foregoing, Landlord shall
contribute up to a maximum of $167,442.00 towards the improvement of the Reduced
Premises in accordance with Exhibit C attached hereto and incorporated herein.
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12. Condition of Relinquished Premises. Tenant shall surrender the
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Relinquished Premises as of the date hereof in accordance with Section 10.01 of
the Lease, except as otherwise set forth herein. Tenant hereby represents and
covenants that nothing has been or shall be done or suffered whereby the Lease
or the term or estate thereby granted or the Relinquished Premises or any part
thereof, or any alterations, decorations, installation, additions or improvement
in and to the Relinquished Premises or any part thereof, have been or shall be
encumbered in any way whatsoever, and that Tenant owns and shall own Tenant's
interest in the Lease to the Relinquished Premises and has and shall have good
right to surrender the Relinquished Premises, and that no one other than Tenant
has acquired or shall acquire Tenant's interest in the Relinquished Premises, or
any part thereof, or in or to such alterations, decorations, installation,
additions and/or improvements or any part thereof. Landlord and its agents and
servants may immediately or at any time hereafter re-enter the Relinquished
Premises, or any part thereof.
13. Brokerage Commissions. Tenant and Landlord each represent to the other
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party that other than X.X. Xxxxxxx & Co., Inc. ("Broker"), (i) neither party has
dealt with any real estate broker, salesperson or finder in connection with this
Amendment, (ii) no other such person initiated or participated in the
negotiation of this Amendment and (iii) no such person is entitled to any
commission in connection herewith. Tenant hereby agrees to indemnify, defend and
hold Landlord, its property manager and their respective employees harmless from
and against any and all liabilities, claims, demands, actions, damages, costs
and expenses (including attorneys' fees) arising from any claim for a fee or
commission made by any broker other than Broker claiming to have acted by or on
behalf of Tenant in connection with this Amendment.
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14. Ratification; Binding Effect. Except as hereby amended, the Lease and
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all covenants, agreements, terms and conditions thereof shall continue in full
force and effect, subject to the terms and provisions thereof and hereof, and is
ratified and confirmed by the parties hereto. Lionbridge does hereby further
ratify, confirm and assume all of the obligations and liabilities of ICI as
tenant arising under, or relating to, the Lease, as amended, and any of the
other documents executed and delivered to Landlord by or on behalf of Tenant or
its successors in connection with the Lease, as amended. This Amendment (i)
shall be governed, construed, and enforced under the laws of the Commonwealth of
Massachusetts, (ii) contains the entire understanding of the parties with
respect to the provisions of the Lease amended hereby, (iii) may not be modified
except by a writing signed by both parties and (iv) and shall be binding upon
and inure to the benefit of Landlord, Tenant and their respective successors and
permitted assigns.
15. Conflict. In the event of any conflict between the terms of the Lease
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and the terms of this Amendment, the terms of this Amendment shall control.
16. Recitals. The recitals to this Amendment and the facts set forth
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therein and each writing referred to herein as being annexed hereto as an
exhibit or otherwise designated herein as an exhibit hereto are hereby
incorporated herein by reference.
17. Counterparts. This Amendment may be executed in any number of
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counterparts, each of which shall be deemed to be an original agreement and all
of which when taken together shall be deemed to be one and the same agreement.
IN WITNESS WHEREOF, the parties have hereunder set their hands and seal as
of the date first written above.
LANDLORD:
CORNERSTONE SUBURBAN OFFICE, L.P.
By: CORNERSTONE OFFICE MANAGEMENT,
LIMITED LIABILITY COMPANY,
its General Partner
By: CORNERSTONE REAL ESTATE
ADVISERS, INC.,
its Managing Member
By: /s/ Xxxxx X. Xxxxxx
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Name Typed: Xxxxx X. Xxxxxx
Title: Vice President
TENANT:
LIONBRIDGE TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Printed Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
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