FIRST AMENDMENT TO LEASE
Exhibit 10.8
FIRST
AMENDMENT TO LEASE
This Amendment to Lease (“Amendment”) is made and entered into as of the
16th day of August, 2005 by and between STOCKBRIDGE/MCC-CHINA BASIN
L.L.C., a Delaware limited liability company (“Landlord”), and LOOPNET, a
California corporation (“Tenant”).
R E C I T A L S :
A. PWREF/MCC China Basin L.L.C., predecessor-in-interest to Landlord, and
Tenant entered into that certain Office Lease, dated January 8, 2003 (the
“Lease”) pertaining to
the lease of approximately 15,759 rentable square feet of space (the “Existing
Premises”)
designated as Suite 4000, located on the fourth (4th) floor of the
building located at 000 Xxxxx
Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx (the “Building”) as set forth more
particularly in the Lease.
B. Landlord and Tenant desire to expand the Existing Premises to include that
certain space consisting of approximately 4,180 rentable square feet of space
designated as Suite
4100 and located on the fourth (4th) floor of the Building (the
“Additional Premises”), as
delineated on Exhibit A attached hereto and made a part hereof, and to
make other modifications
to the Lease, all as hereinafter provided.
C. The parties desire to amend the Lease on the terms and conditions set forth
in this
Amendment.
A G R E E M E N T :
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1. Terms. All undefined terms when used herein shall have the same
respective meanings as are given such terms in the Lease unless expressly
provided otherwise in this Amendment.
2. Additional
Premises. Effective as of the “Additional Premises
Commencement Date,” as that term is defined in Section 3 below, Tenant
shall lease from Landlord and Landlord shall lease to Tenant the Additional
Premises. Consequently, effective upon the Additional Premises Commencement Date,
the Premises shall include the Additional Premises, and all references in the
Lease to the “Premises” shall mean the Existing Premises and the Additional
Premises collectively. Landlord and Tenant hereby stipulate and agree that the
rentable area of the Additional Premises is as set forth in Recital B of
this Amendment, and such square footage shall not be subject to remeasurement or
modification.
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3. Term. The term of Tenant’s lease of the Additional Premises shall commence
upon the earlier to occur of (i) the date Tenant commences to conduct business in the
Additional
Premises, and (ii) the date of the “Substantial Completion,” of the “Tenant Improvements,”
as
those terms are defined in Section 5 and Section 1 of the Tenant Work Letter
attached as Exhibit
B, below, respectively (the “Additional Premises Commencement Date”) and shall
expire
coterminously with the term of Tenant’s lease of the Existing Premises, on the Termination
Date
(May 31, 2008), unless sooner terminated or extended as provided in the Lease, as amended
hereby. The period of time commencing on the Additional Premises Commencement Date and
terminating on the Termination Date shall be referred to herein as the “Additional Premises
Term.”
4. Base
Rent. Tenant shall continue to pay monthly Base Rent for the Existing
Premises in accordance with the terms of the Lease. Commencing on the Additional Premises
Commencement Date and continuing throughout the Additional Premises Term, Tenant shall pay
Base Rent for the Additional Premises in the following amounts, which payments shall be made
in accordance with the terms of the Lease.
| Period of Additional | Annual Base | Monthly Base | Annual Base Rent Per | |||||||||
| Premises Term | Rent | Rent | Rentable Square Foot | |||||||||
9/1/05
— 2/28/06
|
$ | 114,950.00 | $ | 9,579.17 | $ | 27.50 | ||||||
3/1/06
— 2/28/07
|
$ | 119,130.00 | $ | 9,927.50 | $ | 28.50 | ||||||
3/1/07
— 5/31/08
|
$ | 123,310.00 | $ | 10,275.83 | $ | 29.50 | ||||||
5. Tenant’s
Share of Direct Expenses. Tenant shall continue to pay Tenant’s Share
of Direct Expenses for the Existing Premises in accordance with the terms of the Lease.
Commencing on the Additional Premises Commencement Date and continuing throughout the
Additional Premises Term, Tenant shall pay Tenant’s Share of Direct Expenses for the
Additional Premises in accordance with the terms of the Lease; provided, however, that with
respect to the Additional Premises only, (i) the Base Year shall be the calendar year 2005,
and (ii) Tenant’s Share shall equal 0.57%.
6. Condition
of the Premises. Tenant hereby acknowledges and agrees that Tenant
is currently in occupancy of the Premises and accordingly, except as provided herein, Tenant
shall continue to accept the Premises in its presently existing, “as-is” condition.
Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or
warranty regarding the condition of the Premises, or with respect to the suitability of the
Premises for the conduct of Tenant’s business. Notwithstanding the foregoing,
7. Security
Deposit. Notwithstanding anything in the Lease, as amended hereby, to
the contrary, the security deposit held by Landlord in connection with Tenant’s lease of the
Premises (the “Security Deposit”) shall equal Eighty-Two Thousand Two Hundred Seventy-Five
and 83/100 Dollars ($82,275.83). Landlord and Tenant acknowledge that Landlord is currently
holding Seventy-Two Thousand and No/100 Dollars ($72,000.00) as a security deposit (the
“Existing Security Deposit”) in connection with Tenant’s lease of the Existing Premises. To
the extent the Existing Security Deposit is not used, applied or retained by Landlord with
respect to
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the Existing Premises, Landlord shall apply the Existing Security Deposit to the Security
Deposit. Concurrently with Tenant’s execution of this Second Amendment, Tenant shall deposit with
Landlord an amount equal to Ten Thousand Two Hundred Seventy-Five and 83/100 Dollars ($10,275.83)
(the “Additional Security Deposit”) to be held by Landlord as an additional part of the Security
Deposit. Landlord shall hold the Security Deposit pursuant to the terms of the Lease, as amended.
8. Brokers. Landlord and Tenant hereby warrant to each other that they have had
no dealings with any real estate broker or agent other than XxXxxxxx Xxxx & Company (the
“Broker”) in connection with the negotiation of this Amendment and that they know of no real
estate broker or agent who is entitled to a commission in connection with this Amendment. Each
party agrees to indemnify and defend the other party against and hold the other party harmless
from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and
expenses
(including, without limitation, reasonable attorneys’ fees) with respect to any leasing
commission
or equivalent compensation alleged to be owing on account of the indemnifying parry’s dealings
with any real estate broker or agent other than the Broker. The terms of this Section
8 shall
survive the expiration or earlier termination of this Amendment.
9. No
Further Modification. Except as specifically set forth in this Amendment,
all of the terms and provisions of the Lease shall remain unmodified and in full force and
effect.
In the event of any conflict between the terms and conditions of the Lease and the terms and
conditions of this Amendment, the terms and conditions of this Amendment shall prevail.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be executed on the
day and date first above written.
| “LANDLORD”: | ||||||
| STOCKBRIDGE/MCC-CHINA BASIN L.L.C., | ||||||
| a Delaware limited liability company | ||||||
| By: /s/ [ILLEGIBLE] | ||||||
| Its: Authorized Representative | ||||||
| By: | ||||||
| Its: | ||||||
| “TENANT”: | ||||||
| LOOPNET, | ||||||
| a California corporation | ||||||
| By: /s/ Xxxxx Xxxxxx | ||||||
| Its: CFO | ||||||
| By: | ||||||
| Its: | ||||||
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EXHIBIT A
OUTLINE OF ADDITIONAL PREMISES
| LOOPNET EXPANSION DEMOLITION PLAN - 4100 | ||
| 7/14/05 | N.T.S. | |
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EXHIBIT B
CHINA BASIN LANDING
TENANT WORK LETTER
This Tenant Work Letter shall set forth the terms and conditions relating to the construction
of the tenant improvements in the Additional Premises. This Tenant Work Letter is essentially
organized chronologically and addresses the issues of the construction of the Additional Premises,
in sequence, as such issues will arise during the actual construction of the Additional Premises.
All references in this Tenant Work Letter to Sections of “this Tenant Work Letter” shall mean the
relevant portion of Sections 1 through 6 of this Tenant Work Letter.
SECTION 1
CONSTRUCTION DRAWINGS FOR THE ADDITIONAL PREMISES
Landlord shall construct the improvements in the Additional Premises (the “Tenant
Improvements”) pursuant to that certain plan attached as an Exhibit X-x (the “Approved
Working Drawings”). Tenant shall make no changes or modifications to the attached Exhibit
B-1 without the prior written consent of Landlord, which consent may be withheld in Landlord’s
sole discretion if such change or modification would increase the cost of designing or
constructing the Tenant Improvements.
SECTION 2
OVER-ALLOWANCE AMOUNT
Upon Tenant’s execution of this Amendment, Tenant shall deliver to Landlord cash in an amount
equal to Five Thousand and No/100 Dollars ($5,000.00). In addition, within ten (10) days following
the Additional Premises Commencement Date, Tenant shall deliver to Landlord cash in an amount
equal to Five Thousand and No/100 Dollars ($5,000.00). The Ten Thousand and No/100 Dollars
($10,000.00) payable by Tenant in accordance with the terms of this Section 2 shall be
collectively referred to herein as the “Over-Allowance Amount.” In the event that after Tenant’s
execution of this Amendment, any revisions, changes, or substitutions shall be made to the
Approved Working Drawings or the Tenant Improvements, any additional costs which arise in
connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord
immediately upon Landlord’s request as an addition to the Over-Allowance Amount.
SECTION 3
CONTRACTOR’S WARRANTIES AND GUARANTIES
Landlord hereby assigns to Tenant all warranties and guaranties by the contractor who
constructs the Tenant Improvements (the “Contractor”) relating to the Tenant Improvements, and
Tenant hereby waives all claims against Landlord relating to, or, arising out of the construction
of, the Tenant Improvements.
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SECTION 4
INTENTIONALLY DELETED
SECTION 5
SUBSTANTIAL COMPLETION OF THE TENANT IMPROVEMENTS
For purposes of this Amendment, “Substantial Completion” of the Additional Premises shall
occur upon the completion of construction of the Tenant Improvements in the Additional Premises
pursuant to the Approved Working Drawings, with the exception of any punch list items and any
tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under
the supervision of Contractor.
SECTION 6
MISCELLANEOUS
6.1 Tenant’s Entry Into the Premises Prior to Substantial Completion. Provided that
Tenant and its agents do not interfere with Contractor’s work in the Building and the
Additional Premises, Contractor shall allow Tenant access to the Additional Premises prior to the
Substantial Completion of the Additional Premises for the purpose of Tenant installing
overstandard equipment or fixtures (including Tenant’s data and telephone equipment) in the
Additional Premises. Prior to Tenant’s entry into the Premises as permitted by the terms of
this Section 6.1, Tenant shall submit a schedule to Landlord and Contractor, for their
approval, which schedule shall detail the timing and purpose of Tenant’s entry. Tenant shall hold Landlord
harmless from and indemnify, protect and defend Landlord against any loss or damage to the
Building or Additional Premises and against injury to any persons caused by Tenant’s actions
pursuant to this Section 6.1.
6.2 Freight Elevators. Landlord shall, consistent with its obligations to other tenants
of the Building, make the freight elevator reasonably available to Tenant in connection with
initial decorating, furnishing and moving into the Premises.
6.3 Tenant’s Representative. Tenant has designated Xxxxxxx Xxxxx as its sole
representative with respect to the matters set forth in this Tenant Work Letter, who, until
further
notice to Landlord, shall have full authority and responsibility to act on behalf of the
Tenant as
required in this Tenant Work Letter.
6.4 Landlord’s Representative. Landlord has designated General Manager as its sole
representative with respect to the matters set forth in this Tenant Work Letter, who, until
further
notice to Tenant, shall have full authority and responsibility to act on behalf of the
Landlord as
required in this Tenant Work Letter.
6.5 Tenant’s Agents. All subcontractors, laborers, materialmen, and suppliers
retained directly by Tenant shall all be union labor in compliance with the then existing
master
labor agreements.
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6.6
Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all
references herein to a “number of days” shall mean and refer to calendar days. In all
instances
where Tenant is required to approve or deliver an item, if no written notice of approval is
given
or the item is not delivered within the stated time period, at Landlord’s sole option, at the
end of
such period the item shall automatically be deemed approved or delivered by Tenant and the
next
succeeding time period shall commence.
6.7
Tenant’s Lease Default. Notwithstanding any provision to the contrary contained
in this Amendment, if an event of default as described in the Lease, as amended, or a default
by
Tenant under this Tenant Work Letter, has occurred at any time on or before the Substantial
Completion of the Additional Premises, then (i) in addition to all other rights and remedies
granted to Landlord pursuant to the Lease, as amended, Landlord shall have the right to cause
Contractor to cease the construction of the Additional Premises (in which case, Tenant shall
be
responsible for any delay in the Substantial Completion of the Premises caused by such work
stoppage as set forth in Section 5 of this Tenant Work Letter), and (ii) all other
obligations of
Landlord under the terms of this Tenant Work Letter shall be forgiven until such time as such
default is cured pursuant to the terms of the Lease, as amended.
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EXHIBIT X-x
LANDLORD IMPROVEMENTS TO ADDITIONAL PREMISES
WHARFSIDE BUILDING — KEY PLAN
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