Exhibit 10.33
THIRD AMENDMENT TO LEASE
This Third Amendment to Lease ("Amendment") made and entered into this 10th day
of March, 2006, by and between BRANDYWINE OPERATING PARTNERSHIP, L.P.,
hereinafter referred to as "Landlord" and MEDQUIST INC., hereinafter referred to
as "Tenant".
WHEREAS, Landlord leased certain premises consisting of 36,372 rentable square
feet of space commonly referred to Suite 200 and 300 ("Original Premises")
located at 1000 Bishops Gate Boulevard, Mt.
Laurel, New Jersey 08054
("Building"), to Tenant pursuant to that certain Lease dated June 17, 2003
("Original Lease"), as amended August 26, 2003 ("First Amendment") and November
30, 2003 ("Second Amendment"), hereinafter collectively referred to as "Lease,"
the Original Premises being more particularly described therein; and
WHEREAS, Tenant desires to expand the size of the Original Premises by adding an
additional 2,941 rentable square feet ("RSF") of space under the Lease;
WHEREAS, Landlord and Tenant wish to amend the Lease as follows;
NOW, THEREFORE, in consideration of these present and the agreement of each
other, Landlord and Tenant agree that the Lease shall be and the same is hereby
amended as follows:
1.
INCORPORATION OF RECITALS.
THE RECITALS SET FORTH ABOVE, THE
LEASE REFERRED TO THEREIN AND THE EXHIBITS ATTACHED HERETO ARE HEREBY
INCORPORATED HEREIN BY REFERENCE AS IF SET FORTH IN FULL IN THE BODY OF THIS
AMENDMENT.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE
MEANINGS GIVEN TO THEM IN THE LEASE.
2.
LEASE OF ADDITIONAL PREMISES.
A.
THE LEASE IS HEREBY AMENDED TO PROVIDE THAT LANDLORD HEREBY
DEMISES AND LETS UNTO TENANT, AND TENANT HEREBY LEASES AND HIRES FROM LANDLORD,
ALL THAT CERTAIN SPACE ON THE FIRST FLOOR OF THE BUILDING CONTAINING
APPROXIMATELY 2,941 RSF OF SPACE (THE "ADDITIONAL PREMISES"), AS SHOWN ON
EXHIBIT "A" AND MADE A PART HEREOF THE TERM OF THE LEASE FOR THE ADDITIONAL
PREMISES SHALL COMMENCE UPON SUBSTANTIAL COMPLETION OF THE LANDLORD'S WORK (AS
DEFINED IN SUBPARAGRAPH (B) HEREOF) ("ADDITIONAL PREMISES COMMENCEMENT DATE").
THE ADDITIONAL PREMISES SHALL BE DEEMED "SUBSTANTIALLY COMPLETED" WHEN THE
LANDLORD'S WORK HAS BEEN COMPLETED TO THE EXTENT THAT THE ADDITIONAL PREMISES
MAYBE OCCUPIED BY TENANT FOR ITS PERMITTED USES, SUBJECT ONLY TO COMPLETION OF
MINOR FINISHING, ADJUSTMENT OF EQUIPMENT, AND OTHER MINOR PUNCHLIST ITEMS AND
CONSTRUCTION ASPECTS, AND LANDLORD HAS PROCURED A TEMPORARY OR PERMANENT
CERTIFICATE OF OCCUPANCY PERMITTING THE OCCUPANCY OF THE PREMISES (HEREAFTER,
"SUBSTANTIALLY COMPLETED").
IT IS THE MUTUAL INTENTION OF LANDLORD AND TENANT
THAT THE ADDITIONAL PREMISES SHALL BE LEASED TO AND OCCUPIED BY TENANT ON AND
SUBJECT TO ALL OF THE TERMS, COVENANTS AND CONDITIONS OF THE LEASE EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED TO THE CONTRARY IN THIS AMENDMENT, AND TO THAT END
LANDLORD AND TENANT HEREBY AGREE THAT FROM AND AFTER THE ADDITIONAL PREMISES
COMMENCEMENT DATE THE WORD 'PREMISES", AS DEFINED IN THE LEASE, SHALL MEAN AND
INCLUDE BOTH THE ORIGINAL PREMISES AND THE ADDITIONAL PREMISES, CONTAINING A
TOTAL OF
39,313 RSF, UNLESS THE CONTEXT OTHERWISE REQUIRES.
ON OR BEFORE SIXTY (60) DAYS
FOLLOWING THE ADDITIONAL PREMISES COMMENCEMENT DATE, LANDLORD'S