SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (the "Amendment") dated as of the 20th day
of June, 2006 (the "Effective Date") by and between CHESTERBROOK PARTNERS, LP, a
Delaware limited partnership (hereinafter referred to as "Landlord") and
INTERNET CAPITAL GROUP OPERATIONS, INC., a Delaware corporation (hereinafter
referred to as "Tenant").
WITNESSETH THAT:
WHEREAS, Landlord as successor in interest to FV Office Partners, L.P. is
the owner of that certain office building and surrounding appurtenant facilities
located at 000 Xxx Xxxx, Xxxxxxxxxxxx Xxxxxxxxx Xxxxxx(X), Xxxxx, XX ("the
Building");
WHEREAS, Landlord leases certain premises at the Building to Tenant
pursuant to that certain Lease dated June 30, 2003 as amended by a First
Amendment to Lease dated as of November 20, 2003 (collectively, the "Lease")
whereby Tenant occupies approximately 7,475 rentable square feet of office space
(the "Existing Premises") being more particularly described therein;
WHEREAS, Landlord and Tenant desire to further amend the Lease as
hereinafter set forth; and
THEREFORE, for good and valuable consideration, receipt of which is
acknowledged, intending to be legally bound, Landlord and Tenant agree as
follows:
1. Effective as of the Construction Completion Date (as hereinafter
defined): (i) Landlord shall deliver to Tenant possession of additional premises
(the "Expansion Premises") containing approximately 3,529 rentable square feet
on the second floor of the Building as more particularly described on the plan
comprising Exhibit "A"; (ii) the Tenant's proportionate share shall be increased
to 15.043%; and (iii) for calculation and all other purposes of the Lease the
Premises (as such term is defined in the Lease) shall consist of the Existing
Premises and the Expansion Premises in the aggregate and the amount of rentable
square feet in the Premises shall be deemed to be approximately 11,004.
2. Landlord shall, at Landlord's sole cost and expense, cause the Expansion
Space to be improved in accordance with Xxxxx-Xxxxxxxx Space Plan SK-4 dated
June 7,2006 a copy of which comprises Exhibit "B" (the "Tenant Construction
Plans"). Landlord will make commercially reasonable efforts to use materials in
connection with the finishes in the Expansion Premises consistent with those
utilized in the Existing Premises including Alternatives Nos. 1 and 2 on the
Tenant Construction Plans. Any additional costs related to the Expansion
Premises not depicted on the Tenant Construction Plans (e.g. wiring and cabling
costs) shall be the responsibility of Tenant. As used in this Amendment the term
"Construction Completion Date" shall mean and refer to the date upon which
Landlord notifies Tenant that Landlord has substantially completed all of the
tenant improvement work shown on the Tenant Construction Plans. The term
"substantially completed" as utilized in this Amendment shall mean that the work
to be performed by the Landlord in accordance with this Amendment shall have
been
substantially completed notwithstanding that insubstantial details of
construction, mechanical adjustment, or decoration remain to be performed, the
non-completion of which will not materially interfere with Tenant's use of the
Expansion Premises.
3. The term of the Lease shall be extended until July 30, 2012 (the "New
Maturity Date").
4. Until the occurrence of the Construction Completion Date Tenant shall
pay Fixed Rent and all other charges due under the Lease as currently set forth
therein. Effective as of the Construction Completion Date, Fixed Rent shall be
payable as follows:
Lease Period Annual Fixed Rent Monthly Fixed Rent
------------ ----------------- ------------------
Construction Completion
Date to 6/30/07 $245,617.00 $20,468.08
7/1/07 - 6/30/08 $251,119.00 $20,926.58
7/1/08 - 6/30/09 $256,621.00 $21,385.08
7/1/09 - 6/30/10 $262,123.00 $21,843.58
7/1/10 - 6/30/11 $267,625.00 $22,302.08
7/1/11 - 7/30/12 $273,127.00 $22,760.58
5. Effective as of the Construction Completion Date the term "Base
Operating Costs" as utilized in the Lease as the same shall relate to the
Expansion Premises shall mean the Annual Operating Costs incurred by Landlord
during the calendar year 2006. The term "Base Operating Costs" as the same shall
relate to the Existing Premises shall remain as specified in the Lease.
6. The Fixed Rent and all other sums payable to Landlord pursuant to or by
reason of this Lease from and after the Effective Date shall be payable to
Landlord at: NW5739, X.X. Xxx 0000, Xxxxxxxxxxx, XX 00000-0000, or to such other
person and at such other place as Landlord may from time to time hereinafter
designate in writing.
7. Article 37 (Renewal Option) of the Lease is hereby null and void and of
no further force and effect. Exhibit "H" of the Lease (Form of Subordination,
Non-Disturbance and Attornment Agreement) is hereby replaced by Exhibit "C".
8. The Landlord notice addresses specified in Article 20 of the Lease are
hereby deleted and replaced by the following:
If intended for Landlord:
Chesterbrook Partners, LP
000 Xxxxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000-0000
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with a copy to:
Chesterbrook Partners, LP
One Pitcairn Plaza
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: Director of Property Management
with a copy to:
Xxxxxxx Xxxxx & Xxxxx, P.C.
0000 Xxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Xx., Esquire
9. Tenant represents and warrants to Landlord that it has not employed,
dealt with or negotiated with any broker or agent other than CB Xxxxxxx Xxxxx,
Inc. in connection with this Amendment. Tenant agrees to indemnify, defend and
hold Landlord harmless from and against any and all demands, actions, loss,
damage or liability, including, without limitation, reasonable attorneys' fees,
to which Landlord may now or hereafter become subject by reason of any claim for
commission, fee or other compensation to any other broker or agent.
10. The submission by Landlord to Tenant of this Amendment shall have no
binding force or effect, shall not constitute an option for the leasing of the
Expansion Premises nor confer any rights or impose any obligations upon either
party until execution thereof by Landlord and the delivery of an executed
original copy thereof to Tenant.
11. All capitalized terms in this Amendment not otherwise defined herein
shall have the meaning set forth in the Lease. This Amendment may be signed in
counterparts.
12. All of the terms, conditions, and provisions of the Lease are
incorporated herein by reference as fully as though set forth in this Amendment.
13. All of the recitals set forth above are hereby ratified and confirmed
by Landlord and Tenant and incorporated herein by reference.
14. The individual signing below on behalf of the Tenant represents that
s/he has the authority and power to bind the Tenant.
15. In the event any of the terms of this Amendment are inconsistent with
the terms of the Lease, the terms of this Amendment shall take precedence.
16. All exhibits referred to in this Amendment are attached thereto and
incorporated herein by reference.
17. Landlord and Tenant hereby ratify and confirm the Lease, which, except
as specifically modified therein, shall remain in full force and effect
unmodified.
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
to Lease the date set forth above.
LANDLORD: TENANT:
CHESTERBROOK PARTNERS, LP INTERNET CAPITAL GROUP OPERATIONS, INC.,
a Delaware limited partnership a DELAWARE CORPORATION
By: Tredyffrin GP, LLC,
a Delaware limited liability By: /s/ R. Xxxx Xxxxxx
company, its general partner ------------------------------------
Name: R. Xxxx Xxxxxx
Title: CFO
By: /s/ Xxxxxx X. Xxxxx, Xx.
---------------------------------
Xxxxxx X. Xxxxx, Xx.
Vice President
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