SIXTH AMENDMENT TO LEASE AGREEMENT
SIXTH AMENDMENT TO LEASE AGREEMENT
THIS SIXTH AMENDMENT TO LEASE AGREEMENT (the “Sixth Amendment”) is made January 18,
2008, nunc pro tunc September 30, 2007, by and between SPIRIT MASTER FUNDING, LLC, a Delaware
limited liability company, as successor-in-interest to Spirit Finance Acquisitions, LLC, a Delaware
limited liability company (“Lessor”), and SIGNIFICANT EDUCATION, INC., a Delaware
corporation, as successor-in-interest to Significant Education, LLC, a Delaware limited liability
company (“Lessee”)
Recitals
WHEREAS, Lessor and Lessee entered into that certain Lease Agreement dated as of June 28,
2004, as amended pursuant to that certain Amendment to Lease Agreement dated effective as of
September 24, 2004, as further amended pursuant to that certain Second Amendment to Lease Agreement
dated effective as of August 23, 2005, as further amended pursuant to that certain. Third Amendment
to Lease Agreement dated effective as of June 15, 2006, as further amended pursuant to that certain
Fourth Amendment to Lease Agreement dated effective as of August 9, 2006, and as further amended
pursuant to that certain Fifth Amendment to Lease dated August 20, 2007, nunc pro tunc December 31,
2006 (collectively, the “Lease”), with respect to the real property and improvements as
described in the Lease. Terms not defined in this Sixth Amendment shall have the meanings ascribed
to them in the Lease.
WHEREAS, pursuant to Section 44.D of the Lease, Lessor agreed to provide Additional Funds for
the Additional Tenant Improvements.
WHEREAS, Lessee has requested, among other things, that Lessor disburse a portion of the
Additional Funds and extend the Final Disbursement Date up to and including September 30, 2008, as
further provided herein.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee
agree as follows:
1 Additional Tenant Improvements. Section 44.D of the Lease shall be deemed amended
as follows:
(a) Lessor and Lessee acknowledge and agree that Additional Funds in the amount of Three
Million Five Hundred Eighty-Nine Thousand One Hundred Eighty-One and 02/100 Dollars
($3,589,181.02) have been disbursed by Lessor to Lessee for
Additional Tenant Improvements.
(b) Lessor shall disburse the remaining Additional Funds in the amount of Two Million Two
Hundred Ten Thousand Eight Hundred Eighteen and 98/100 Dollars.
($2,210,818 98) in accordance with, and upon Lessee’s satisfaction of, Lessor’s standard
disbursement procedures (including without limitation, Lessee’s completion, execution and
delivery of the related Draw Request, and Lessee’s delivery of supporting invoices, lien
waivers and any other documents reasonably requested by Lessor in connection with such
disbursement), in up to three (3) separate installments as follows: (i) the amount of Nine
Hundred Sixty-Six Thousand One Hundred Thirty-Five and 26/100 ($966,135.26), representing
amounts incurred and paid by Lessee for Additional Tenant Improvements; and (ii) amounts
incurred and paid by Lessee for Additional Improvements related to the “New Swimming Pool”
project and the “Bright Angel Remodeling” project, each as described on Exhibit E to
the Lease; provided, however, that prior to the final disbursement of Additional Funds,
Lessee shall have provided to Lessor, at Lessee’s sole cost and expense, a current site
inspection and valuation of the Property, separate stating values for the Property and the
improvements located thereon, from a party selected by Lessor, in form and substance
acceptable to Lessor and confirming a concluded value equal to or greater than the sum of
(A) Lessor’s Total Investment, and (B) all Additional Funds disbursed and to be disbursed as
the final disbursement.
(c) The Final Disbursement
Date shall be up to and including September 30, 2008.
2 Ratification. Except as expressly stated herein, the Lease (including without limitation,
Section 44.D thereof) shall remain in full force and effect If there is any conflict between the
Lease (including without limitation, Section 44.D thereof) and the terms of this Sixth
Amendment, the terms of this Sixth Amendment shall control.
[Remainder of page intentionally left blank, signature page(s) to follow]
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Lessor and Lessee have executed this Sixth Amendment as of the date set forth above.
| LESSOR: SPIRIT MASTER FUNDING, LLC |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Printed Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Senior Vice President | |||
| LESSEE: SIGNIFICANT EDUCATION, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Printed Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Chief Financial Officer | |||
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