Exhibit 10.6.2
FIRST AMENDMENT TO LEASE
This First Amendment to Lease (the "First Amendment") is made effective
the 11th day of December, 2002, by and between Gull Industries, Inc.
("Landlord"), and Blue Nile, Inc. ("Tenant").
RECITALS:
Landlord and Tenant are parties to that certain that lease, dated for
reference purposes June 28, 2001 (the "Lease") for premises located at 0000
Xxxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx (the "Premises").
Pursuant to Section 6 of the Lease, Tenant is required to post a letter
of credit (the "Letter of Credit").
Section 6(f) of the Lease requires reinstatement of the Letter of
Credit after expiration in the event a bankruptcy petition or similar proceeding
is filed that might require Landlord refund monies to Tenant or to Tenant's
bankruptcy estate (the "Bankruptcy Provision").
Tenant wishes to provide a form a Letter of Credit that does not
contain the Bankruptcy Provision and Landlord is willing to accommodate same all
in the terms and conditions set forth herein.
Except as specifically defined herein, all capitalized terms used in
this First Amendment shall have the meanings set forth in the Lease.
AGREEMENT
1. In providing the Letter of Credit required under Section 6 of
the Lease, Tenant may provide a Letter of Credit which, in lieu of the language
set forth in Section 6(f) provides as follows (the "Alternate Language"):
This Letter of Credit shall be automatically extended for an additional
period of one year, without amendment, from the present or each future
expiration date unless at least thirty (30) days prior to the then
current expiration date we notify you by registered mail/overnight
courier service at the above address that this Letter of Credit will
not be extended for another one year period. If we elect not to renew
the expiration date of this Letter of Credit for another year, then the
expiration date will be automatically extended by 165 days beyond the
current expiration date and that date will be the final expiration
date. In no event shall this Letter of Credit be automatically extended
beyond May 14, 2006.
2. The parties stipulate that in the event the Alternate Language
is utilized, then the following shall apply:
a. The 165 day automatic extension provided in the Alternate
Language shall not satisfy the requirement of annual
extensions, renewals or
1.
replacements of the Letter of Credit (and thus the failure to
get a full year extension, renewal or replacement shall be a
"Draw Event"), provided only that the failure to provide
extension, renewal or replacement Letter of Credit upon
expiration of the term of the Lease shall not constitute a
Draw Event so long as the 165-day extension provided in the
Alternate Language is in effect and continues the
then-effective Letter of Credit to a date 165 days after the
expiration of the term of the Lease.
Except as specifically modified herein, all terms and conditions of the
Lease are and remain in full force and effect.
LANDLORD
Gull Industries, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: VICE PRESIDENT 12/11/02
TENANT:
Blue Nile, Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Its: COO 12/12/02
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Xxxxxxx X.
Xxxxxx signed this instrument, on oath stated that (he/she) was authorized to
execute the instrument and acknowledged it in (his/her) capacity as Vice
President of Gull Industries, Inc. to be the free and voluntary act of such
party for the uses and purposes mentioned in the instrument.
GIVEN under my hand and official seal this 11 day of December, 2002.
/s/ Xxxxxx Xxxxxxx Xxxxxx
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NOTARY PUBLIC in and for the
State of Washington, residing
at Kent;
My commission expires: 9/1/05
Xxxxxx Xxxxxxx Xxxxxx
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[Type or Print Notary Name]
2.
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Xxxxxx X.
Xxxxxx signed this instrument, on oath stated that (he/she) was authorized to
execute the instrument and acknowledged it in (his/her) capacity as COO/CIO of
Blue Nile, Inc. to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.
GIVEN under my hand and official seal this 12th day of December, 2002.
/s/ Xxxxxx X. Xxxx
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NOTARY PUBLIC in and for the
State of Washington, residing
at Kenmore;
My commission expires: 10/5/03
Xxxxxx X. Xxxx
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[Type or Print Notary Name]
3.
