EXHIBIT 10.32
COMMERCIAL LEASE
Premises 00 Xxxxx Xxxx, 1st Floor
Little Harbor Office Building
Marblehead, MA 01945
Lessor Little Harbor Realty Limited Partnership
0 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Lessee The First Marblehead Corporation
00 Xxxxx Xxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
(000) 000-0000 Phone
(000) 000-0000 Fax
Rent $3,688/month or $14,752/year for months beginning 2/1/02
$3,688/month or $44,256/year for year beginning 6/01/02
$3,872/month or $46,464/year for year beginning 6/01/03
$4,066/month or $48,792/year for year beginning 6/01/04
$4,269/month or $51,228/year for year beginning 6/01/05
$4,483/month or $53,796/year for year beginning 6/01/06
Term Five (5) Years and Four (4) Months
Commencing February 01, 2002 or such later date as Radius Capital Partners vacates premises
Expiring May 31, 2007
COMMERCIAL LEASE
1. PARTIES
Little Harbor Realty Limited Partnership, a Massachusetts limited partnership
having its principal place of business at 0 Xxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx,
hereinafter referred to as LESSOR, which expression shall include its heirs,
successors, and assigns where the context so admits, does hereby lease to
The
First Marblehead Corporation, a Delaware corporation with a usual place of
business at 00 Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
hereinafter referred to as LESSEE, which expression shall include his
successors, executors, administrators, and assigns where the context so admits,
and the LESSEE hereby leases the following:
2. PREMISES
LESSOR hereby leases to LESSEE, LESSEE hereby leases from LESSOR, upon and
subject to term and provisions of this Lease the following described premises
(sometimes hereinafter referred to as the "demised premises"):
Approximately 1,800 square feet of space on the first floor of the so-called
Little Harbor Office Building having an address of 00X Xxxxx Xxxx, Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx, a portion of the premises currently occupied
by Radius Capital Partners and as shown on Exhibit A, together with the right to
use in common, with others entitled thereto, the driveways, parking areas,
walkways, and hallways necessary for access to said leased premises, and the
common lavatories nearest thereto.
3. TERM
The term of this Lease shall be for five (5) years and Four (4) months
commencing on February 1, 2002 and ending on May 31, 2007.
4. BASE RENT
As Base Rent, the LESSEE shall pay to the LESSOR rent in accordance with the
following schedule during the term of this Lease:
$3,688/month or $14,752/ for the period beginning February 1, 2002
$3,688/month or $44,256/year for the period beginning June 1, 2002
$3,872/month or $46,464/year for the period beginning June 1, 2003
$4,066/month or $48,792/year for the period beginning June 1, 2004
$4,269/month or $51,228/year for the period beginning June 1, 2005
$4,483/month or $53,796/year for the period beginning June 1, 2006
payable in advance in installments due on the first of each month commencing
February 1, 2002, or such later date as Radius Capital Partners vacate the
premises.
5. SECURITY DEPOSITS
The security deposit shall be $4,483.00, which shall be held as a security for
the LESSEE'S performance as herein provided and refunded to the LESSEE at the
end of this Lease subject to LESSEE'S satisfactory compliance with the
conditions thereof.
6. ADDITIONAL RENT AND LATE FEES
As additional rent, the LESSEE shall pay the LESSOR, in addition to any amounts
specified in Clause #4 above, such amounts as are specified below:
1) Four and nine-tenths percent (4.9%) of any increase in real estate
taxes levied against the land and building, of which the leased
premises are a part, over those incurred or levied during the fiscal
year 2001. The taxes for all the parcels comprising the land and
buildings for said fiscal year are not known at this time since the
tax rate has not been set. Said parcels include those shown on the
2000 Marblehead Assessors Map Page 169 as Block 19, 19A, 20, 22 and
54.
2) This increase shall be prorated should this Lease terminate before the
end of any fiscal year. The LESSEE shall make payment within thirty
(30) days of written notice from the LESSOR that the increased taxes
are payable by the LESSOR.
3) In the event LESSEE fails to pay rent due under this Lease within
seven (7) days of due date of said Xxxx, LESSEE shall pay to LESSOR a
late charge of ten percent (10%) on the amount overdue. Any Rent not
paid when due shall also bear interest.
7. UTILITIES
The LESSEE shall pay for all LESSEE'S utilities, including electricity and gas
for heat and hot water for LESSEE'S premises. The LESSOR shall pay for water and
sewer use charges in the common bathrooms.
8. USE OF LEASED PREMISES
The LESSEE shall use the leased premises only for office purposes.
9. COMPLIANCE WITH LAWS
The LESSEE acknowledges that no trade or occupation shall be conducted in the
leased premises or use made thereof which will be unlawful, improper, noisy or
offensive, or contrary to any law or any municipal by-law or ordinance in force
in the city or town in which the premises are situated.
2
10. FIRE INSURANCE
The LESSEE shall not permit any use of the leased premises which will increase
in cost or make voidable any insurance on the property of which the leased
premises are a part, or on the contents of said property or which shall be
contrary to any law or regulation from time to time established by the New
England Fire Insurance Rating Association, or any similar body succeeding to
such association.
11. MAINTENANCE OF PREMISES
The LESSEE agrees to maintain the leased premises in the same condition as they
are at the commencement of the term or as they may be put in during the term of
this Lease, reasonable wear and tear, damage by fire and other casualty only
excepted, acknowledging that the leased premises are now in good order.
Maintenance and routine repairs of the mechanical systems, including heating and
cooling systems, shall be the sole responsibility of the LESSEE, including but
not limited to necessary repairs and replacement, maintenance, adjustment,
changing of filters, spring and fall servicing and any other costs associated
with keeping the equipment in good running order, [except for the replacement of
the entire heating, cooling or mechanical system or a "major" sub-component
thereof, such as a compressor or heat exchanger, which shall be the
responsibility of the LESSOR; for the purpose of defining "major," any component
for which the parts cost more than $500 shall be deemed to be "major']. XXXXXX
agrees to contract and pay for routine maintenance and parts and preventive care
to keep said systems in good operating order. Failure to so maintain these
systems on a periodic basis will cause the LESSEE to be responsible in the event
that the entire system should fail as a proximate result of such neglect or
failure to maintain.
The LESSEE shall not permit the leased premises to be overloaded, damaged,
stripped, or defaced, nor suffer any waste. LESSEE shall obtain written consent
of the LESSOR before erecting any sign on the premises.
The LESSOR shall maintain in good order and condition the foundation, roof,
structural components, common areas, grounds, sidewalks, driveway and parking
areas of the building and lot area of which the premises are a part.
The LESSOR represents that to the best of his knowledge the mechanical systems
of the leased premises have been maintained in good order and repair.
12. ALTERATIONS-ADDITIONS
The LESSEE shall not make structural alterations or additions to the leased
premises, but may make non-structural alterations provided the LESSOR consents
thereto in writing, which consent shall not be unreasonably withheld or delayed.
XXXXXX shall not permit any mechanics' liens, or similar liens, to remain upon
the leased premises for labor and material furnished to LESSEE or claimed to
have been furnished to LESSEE in connection with work of any character performed
or claimed to have been performed at the direction of the LESSEE and shall cause
any
3
such lien to be released of record forthwith without cost to XXXXXX. Any
alterations or improvements made by the LESSEE shall become the property of the
LESSOR at the termination of occupancy as provided herein.
13. ASSIGNMENT-SUBLEASING
The LESSEE shall not assign or sublet the whole or any part of the leased
premises without LESSOR'S written consent which consent shall not be
unreasonably withheld or delayed. If such consent is given, LESSEE shall remain
liable to LESSOR for the payment of all rent and for the full performance of the
covenants and conditions of this Lease.
14. SUBORDINATION
This Lease shall be subject and subordinate to any and all mortgages, deeds of
trust and other instruments in the nature of a mortgage, now or at any time
hereafter, a lien or liens on the property of which the leased premises are a
part and the LESSEE shall, when requested, promptly execute and deliver such
written instruments as shall be necessary to show the subordination of this
Lease to said mortgages, deeds of trust or other such instruments in the nature
of a mortgage.
15. LESSOR'S ACCESS
The LESSOR or agent of the LESSOR may, at reasonable times, enter to view the
leased premises and may remove placards and signs not approved and affixed as
herein provided, and make repairs and alterations as LESSOR should elect to do
and show the leased premises to others, and at any time within three (3) months
before the expiration of the term, may affix to any suitable part of the leased
premises a notice for letting or selling the leased premises or property of
which the leased premises are a part and keep the same so affixed without
hindrance or molestation.
16. INDEMNIFICATION AND LIABILITY
The LESSEE shall save the LESSOR harmless from all loss and damage occasioned by
the LESSEE'S negligence. The removal of snow and ice from sidewalks bordering
upon the leased premises and from the parking areas adjacent thereto shall be
LESSOR'S responsibility.
17. LESSEE'S LIABILITY INSURANCE
The LESSEE shall maintain with respect to the leased premises and the property,
of which the leased premises are a part, comprehensive public liability
insurance in the amount as is now insured in responsible companies qualified to
do business in Massachusetts and in good standing therein insuring the LESSOR as
well as the LESSEE against injury to persons or damage to property as well as
the LESSEE against injury to persons or damage to property as provided. The
LESSEE shall deposit with the LESSOR certificates for such insurance at or prior
to the commencement of the term, and thereafter within thirty (30) days prior to
the expiration of any such policies. All such insurance certificates shall
provide that such policies shall not be canceled without at lest ten (10) days
prior written notice to each assured named therein.
4
18. FIRE, CASUALTY-EMINENT DOMAIN
Should a substantial portion of the leased premises, or of the property of which
they are a part, be substantially damaged by fire or other casualty, or be taken
by eminent domain, the LESSOR may elect to terminate this Lease. When such fire,
casualty, or taking renders the leased premises substantially unsuitable for
their intended use, a just and proportionate abatement of rent shall be made,
and the LESSEE may elect to terminate his Lease if:
(a) The LESSOR fails to give written notice within sixty (60) days of
intention to restore leased premises, or
(b) The LESSOR fails to restore the leased premises to conditions
substantially suitable for their intended use within four (4) months
of said fire, casualty, or taking.
The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights which the
LESSEE may have for damages or injury to the leased premises for any taking by
eminent domain, except for damage to the LESSEE'S fixtures, property, or
equipment.
19. DEFAULT AND BANKRUPTCY
In the event that:
(a) The LESSEE shall default in the payment of any installment of rent or other
sum herein specified and such default shall continue for ten (10) days
after written notice thereof; or
(b) The LESSEE shall default in the observance or performance of any other of
the LESSEE'S covenants, agreements, or obligations hereunder and such
default shall not be corrected within thirty (30) days after written notice
thereof; or
(c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if
any assignment be made of XXXXXX'S property for the benefit of creditors,
then the LESSOR shall have the right thereafter, while such default continues,
to re-enter and take complete possession of the leased premises, to declare the
term of this Lease ended, and remove the LESSEE'S effects, without prejudice to
any remedies which might be otherwise used for arrears of rent or other default.
The LESSEE shall indemnify the LESSOR against all loss of rent and other
payments which the LESSOR may incur by reason of such termination during the
residue of the term. If the LESSEE shall default, after reasonable covenants on
LESSEE'S part to be observed or performed under or by virtue of any of the
provisions in any article of this Lease, the LESSOR, without being under any
obligation to do so and without thereby waiving such default, may remedy such
default for the account and at the expense of the LESSEE. If the LESSOR makes
any expenditures or incurs any obligations for the payment of money in
connection therewith, including but not limited to, reasonable attorney's fees
in instituting, prosecuting or defending any action or proceeding, such sums
paid or obligations incurred, with interest at the rate of twelve (12) percent
per annum and costs, shall be paid to the LESSOR by the LESSEE as additional
rent.
5
20. NOTICE
Any notice from the LESSOR to the LESSEE relating to the leased premises or to
the occupancy thereof, shall be duly served, if left at the leased premises
addressed to the LESSEE, or, if mailed to the leased premises registered or
certified mail, return receipt requested, postage prepaid, addressed to the
LESSEE. Any notice from the LESSEE to the LESSOR relating to the leased premises
or to the occupancy thereof, shall be deemed duly served, if mailed to the
LESSOR by registered or certified mail, return receipt requested, postage
prepaid, addressed to the LESSOR at such address as the LESSOR may from time to
time advise in writing. All rent and notices shall be paid and sent to the
LESSOR at 0 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000.
21. SURRENDER
The LESSEE shall at the expiration or other termination of this Lease remove all
LESSEE'S goods and effects from the leased premises, (including without hereby
limiting the generality of the foregoing, all signs and lettering affixed or
painted by the LESSEE, either inside or outside the leased premises). LESSEE
shall deliver to the LESSOR the leased premises and all keys, locks thereto, and
other fixtures connected therewith and all alterations and additions made to or
upon the leased premises, in the same condition as they were at the commencement
of the term, or as they were put in during the term hereof, reasonable wear and
tear and damage by fire or other casualty only excepted. In the event of the
LESSEE'S failure to remove any of LESSEE'S property from the premises, LESSOR is
hereby authorized without liability to LESSEE for loss or damage thereto, and at
sole risk of LESSEE, to remove and store any of the property at LESSEE'S
expense, or to retain same under XXXXXX'S control or to sell at public or
private sale, without notice any or all of the property not so removed and to
apply the net proceed of such sale to the payment of any sum due hereunder, or
to destroy such property.
22. HOLDING OVER
LESSEE shall pay LESSOR 150% of the amount of Rent then applicable, prorated on
a per diem basis, for each day LESSEE shall retain possession of the Premises or
any part thereof after expiration or earlier termination of this Lease, together
with all damages sustained by XXXXXX on account thereof. The foregoing
provisions shall not serve as permission for LESSEE to hold over, nor serve to
extend the Term (although LESSEE shall remain bound to comply with all
provisions of this Lease until LESSEE vacates the Premises) and LESSOR shall
have the right at any time thereafter to enter and possess the Premises and
remove all property and persons therefrom. No acceptance by LESSOR of any Rent
during or for any period following the expiration of termination of the Lease
shall operate or be construed as an extension or renewal of the Lease Term.
6
IN WITNESS WHEREOF, the LESSOR and XXXXXX have hereunto set their hands and
common seals this ______ day of _____________, 200_.
LESSEE: LESSOR:
THE
FIRST MARBLEHEAD CORP. LITTLE HARBOR REALTY LTD.
PARTNERSHIP
BY: LITTLE HARBOR CO., INC.
ITS GENERAL PARTNER
By: By:
/s/Xxxxxx Xxxxxx
---------------------------------- -----------------------------------------
Xxxxxx Xxxxxx, Chairman Xxxxxx X. Xxxxx, Its President
7
