AMENDMENT #8 TO LEASE
Exhibit 10.8
AMENDMENT #8 TO LEASE
1. Parties.
This Amendment, dated as of January 19, 2010, is between 400 Minuteman LLC (successor
to 400 River Limited Partnership) (“Landlord”) and NaviSite, Inc. (“Tenant”).
2. Recitals.
2.1. Landlord’s predecessor in interest, 400 Minuteman Limited Partnership, and Tenant entered
into a Lease, dated as of May 14, 1999, for premises known as 000 Xxxxxxxxx Xxxx in Andover,
Massachusetts (as now or hereafter amended or extended, the “Lease”). Unless otherwise defined,
terms used in this Amendment have the same meanings as those used in the Lease.
2.2 (a) Pursuant to Section 24.17A of the Lease, Tenant initially deposited $2,500,000 for
Landlord’s benefit as security for Tenant’s obligations under the Lease pursuant to a Pledge and
Assignment dated December 15, 2005 among U.S. Bank National Association, Landlord and Tenant (the
“Pledge Agreement”). The funds held under the Pledge Agreement
together with any interest earned thereon are called the “Additional Security.”
(b) Pursuant to Amendment #4 to Lease, dated as of April 6, 2006, at Tenant’s request
Landlord returned $750,000 of the Additional Security, thus reducing the Additional Security to
$1,750,000 plus accrued interest.
(c) Tenant has requested that Landlord return the balance of the Additional Security,
including any accrued interest, in return for the Letter of Credit, which is a $500,000 letter of
credit naming Landlord as beneficiary that complies with Section 24.19 of the Lease (the terms of
which are set forth in Schedule 1 to Amendment #4 to Lease) or that is otherwise acceptable to
Landlord in its sole discretion.
(d) To accomplish this and other matters, for good and valuable consideration, the receipt
and sufficiency of which are acknowledged, the parties agree and the Lease is amended as follows
as of the date of this Amendment, notwithstanding anything to the contrary:
| 3. | Amendments. |
3.1 If Tenant delivers the original of the Letter of Credit to Landlord on or before January
31, 2010: (a) Landlord will promptly deliver a written or electronic instruction to U.S. National
Bank Association instructing it to return the Additional Security (including all accrued interest)
to Tenant by wire transfer to an account specified by Tenant; (b) the parties will execute
documents reasonably satisfactory to Landlord and U.S. National Bank Association to terminate the
Pledge Agreement; (c) Tenant will promptly pay all costs owed to U.S. National Bank Association in
connection with the Pledge Agreement, including without limitation any costs resulting from the
return of funds and termination; (d) Section 24.17A of the Lease, which describes the Additional
Security, and all references to the Additional Security, will be deemed
deleted from the Lease; and (e) the terms of Section 24.19 of the Lease will continue to be
incorporated into the Lease despite the deletion of Section 24.17A, and those terms will apply to
the Letter of Credit and all replacements.
4. No Other Changes.
The Lease is in full force and effect, and except as set forth above the Lease remains
unchanged.
IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Amendment
under seal as of the date first set forth above.
| NAVISITE, INC. | 400 MINUTEMAN LLC | |||||||||||||
| By: | /s/ Xxx Xxxxxxx | By: | Minuteman Master LLC, Sole Member | |||||||||||
| Title: CFO | By: | 150 Minuteman Limited Partnership, | ||||||||||||
| Authorized Signature | Managing Member | |||||||||||||
| By: | Niuna-150 Minuteman, Inc., | |||||||||||||
| General Partner | ||||||||||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||||||||||
| Name: Xxxxxx Xxxxxx | ||||||||||||||
| Title: Vice President | ||||||||||||||
| Authorized Signature | ||||||||||||||
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