EXHIBIT 10.03
EIGHTH AMENDMENT TO LEASE
THIS EIGHTH AMENDMENT TO LEASE ("Amendment") is made as of October 16,
1998, by and between 000 XXXXXX XXXXX ASSOCIATES, LLC, a California limited
liability company ("Lessor"), and ASYMETRIX LEARNING SYSTEMS, INC. (formerly
Asymetrix Corporation), a Delaware corporation ("Lessee").
Recitals
A. Pursuant to the terms of the written Lease Agreement dated May 24,
1991 (the "Original Lease") between Xxxx Xxxxxx Realty Income Partnership II,
L.P., a Delaware limited partnership ("Original Lessor") and Lessee, Original
Lessor leased to Lessee, and Lessee leased from Original Lessor approximately
25,626 rentable square feet of office space identified as Suite 717 on the 7th
floor of the building known as 000 Xxxxxx Xxxxx located at 000 - 000xx Xxxxxx
X.X., Xxxxxxxx, Xxxxxxxxxx (the "Building"). Original Lessor and Lessee entered
into a First Amendment to Lease dated April 16, 1992 (the "First Amendment") by
which Lessee leased additional space on the 7th floor of the Building,
consisting of approximately 6,641 rentable square feet, known as Suites 705 and
710; a Second Amendment to Lease dated as of May 20, 1992 (the "Second
Amendment") by which Lessee leased additional space on the 3rd floor of the
Building, consisting of approximately 1,887 rentable square feet, known as Suite
300; a Third Amendment to Lease dated as of September 29, 1992 (the "Third
Amendment") by which Lessee leased additional space on the 6th floor of the
Building, consisting of approximately 3,017 rentable square feet, known as Suite
690; a Fourth Amendment to Lease dated as of August 27, 1993 (the "Fourth
Amendment") by which Lessee leased additional space on (i) the 5th floor of the
Building, consisting of approximately 8,125 rentable square feet (later measured
to be 8,247 rentable square feet), (ii) the 4th floor of the Building consisting
of approximately 9,373 rentable square feet, known as Suite 490, (iii) the 3rd
floor of the Building consisting of approximately 4,352 rentable square feet,
known as Suite 390, and (iv) the 3rd floor of the Building consisting of
approximately 7,689 rentable square feet, known as Suites 301 and 303; a Fifth
Amendment to Lease dated as of April 29, 1995 (the "Fifth Amendment") by which
Lessee returned to Lessor approximately 3,017 rentable square feet on the sixth
floor of the Building; a Sixth Amendment to Lease dated as of January 26, 1996
(the "Sixth Amendment"); a Seventh Amendment to Lease dated March 31, 1996 (the
"Seventh Amendment"); and a Conditional Partial Lease Termination Agreement
dated as of August 15, 1998 (the "Termination Agreement") by which Lessor and
Lessee terminated the Lease with respect to approximately 3,971 rentable square
feet of space on the 3rd floor of the Building. The Original Lease, as amended
by the First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment and
Termination Agreement is hereinafter referred to as the "Lease." Consequently,
in accordance with the Lease, and prior to this
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Eighth Amendment, Lessor leases to Lessee, and Lessee leases from Lessor, a
total of approximately 59,844 rentable square feet of office space (the
"Premises") in the Building.
X. Xxxxxx is successor in interest to Original Lessor.
C. The term of the Lease is scheduled to expire (i) on October 31, 1998
for approximately 25,690 rentable square feet (and Lessee will not be extending
the Term of the Lease with respect to such space), and (ii) on October 31, 1999
for the remaining approximately 34,154 rentable square feet (and Lessee will be
extending the Term of the Lease with respect to such space, less the 1,887
rentable square feet in the Third [3rd] Floor Space described below), all as
more particularly described in Paragraph 1 of the Seventh Amendment, as amended
by the Termination Agreement.
X. Xxxxxx and Lessee desire to extend the Term of the Lease for
approximately 32,267 rentable square feet to be sixty (60) full calendar months
following November 1, 1998 (the "Extension Term Commencement Date"), and to make
other changes in the Lease, all as hereinafter provided.
X. Xxxxxx and Lessee further desire to amend the Lease to accomplish the
following:
(a) Commencing upon the Extension Term Commencement Date Lessee shall
occupy and pay rent on:
(i) the entire seventh (7th) floor of the Building (the "Seventh [7th]
Floor Space") containing approximately 32,267 rentable square feet (and
containing approximately 29,334 usable square feet),
(ii) a portion of the sixth (6th) floor of the Building (the "Initial
Sixth [6th] Floor Space") containing approximately 980 rentable square
feet (and containing approximately 875 usable square feet), and
(iii) a portion of the fourth (4th) floor of the Building (the "Fourth
[4th] Floor Space") containing approximately 9,373 rentable square feet
(and containing approximately 8,369 usable square feet) (but Lessee shall
pay rent only on 2,046 rentable square feet of the Fourth [4th] Floor
Space).
(b) When certain space on a portion of the sixth (6th) floor of the
Building (the "Additional Sixth [6th] Floor Space") containing
approximately 2,046 rentable square feet (and containing approximately
1,827 usable square feet) becomes available, as provided herein, Lessee
shall also lease the Additional Sixth (6th) Floor Space. Once Lessee
occupies the Additional Sixth (6th) Floor Space, Lessee shall vacate the
Fourth (4th) Floor Space as provided herein; and thereafter (i) the Initial
Sixth (6th) Floor Space and the Additional Sixth (6th) Floor Space shall be
referred to as the Sixth (6th) Floor Space, and (ii) the Sixth (6th) Floor
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Space shall contain approximately 3,026 rentable square feet (and
approximately 2,702 usable square feet).
(c) The approximate configuration and location of the Seventh (7th) Floor
Space is shown on Exhibit A-1 attached hereto. The approximate
configuration and location of the Initial Sixth (6th) Floor Space is shown
on Exhibit A-2 attached hereto. The approximate configuration and location
of the Additional Sixth (6th) Floor Space is shown on Exhibit A-3 attached
hereto. The approximate configuration and location of the Fourth (4th)
Floor Space is shown on Exhibit A-4 attached hereto. The approximate
configuration and location of the Third (3rd) Floor Space is shown on
Exhibit A-5 attached hereto.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
agreements of the parties herein, Lessor and Lessee agree as follows:
1. Lease Terms. All capitalized terms not defined herein shall have the
same meaning set forth in the Lease.
2. Lease of Premises.
(a) Commencing November 1, 1998, and continuing through the Term (as
extended herein), Lessor leases to Lessee and Lessee leases from Lessor,
(i) the Seventh (7th) Floor Space, (ii) the Initial Sixth (6th) Floor
Space, and (iii) the Fourth (4th) Floor Space (subject to termination of
the Fourth [4th] Floor Space, as hereinafter provided).
(b) Commencing upon the date (the "Additional Sixth [6th] Floor
Commencement Date") Lessor delivers possession of the Additional Sixth
(6th) Floor Space to Lessee, and continuing through the Term (as extended
herein), Lessor hereby leases to Lessee, and Lessee leases from Lessor, the
Additional Sixth (6th) Floor Space. Lessee understands and agrees that the
Additional Sixth (6th) Floor Space is currently leased by another tenant
(the "Existing Tenant") pursuant to a lease expiring December 31, 1998.
Lessor agrees to deliver possession of the Additional Sixth (6th) Floor
Space to Lessee when Lessor obtains possession thereof from the Existing
Tenant. If the Existing Tenant holds over in the Additional Sixth (6th)
Floor Space beyond the expiration of its lease, Lessor agrees to use its
good faith efforts to regain possession of the Additional Sixth (6th) Floor
Space from the Existing Tenant and deliver possession of the Additional
Sixth (6th) Floor Space to Lessee.
(c) On the Additional Sixth (6th) Floor Commencement Date: (x) the
Lease shall partially terminate with respect to the Fourth (4th) Floor
Space, (y) Lessee shall vacate the Fourth (4th) Floor Space, and (z) Lessee
shall have no obligation accruing under the Lease with respect to the
Fourth (4th) Floor Space following the date Lessee vacates the Fourth (4th)
Floor Space.
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(d) From and after the Additional Sixth (6th) Floor Commencement Date
the Premises shall consist of the following spaces in the Building:
----------------------------------------------------------------------------------------
Approximate Applicable Commencement
Space Rentable Area Date
----------------------------------------------------------------------------------------
Seventh (7th)
Floor Space 32,267 square feet 11/01/98
----------------------------------------------------------------------------------------
Initial Sixth (6th)
Floor Space 980 square feet 11/01/98
----------------------------------------------------------------------------------------
Additional Sixth (6th) Additional Sixth (6th) Floor
Floor Space 2,046 square feet Space Commencement Date
----------------------------------------------------------------------------------------
3. Extension of Term. The Term of the Lease is hereby extended to be
sixty (60) full calendar months following the Extension Term Commencement Date,
subject to the provisions of the Early Termination Right contained in Paragraph
8 below.
4. Condition of Spaces. Lessee shall take the Fourth (4th) Floor Space,
the Initial Sixth (6th) Floor Space and the Seventh (7th) Floor Space in their
existing "AS IS" condition on the Extension Term Commencement Date. Lessee shall
take the Additional Sixth (6th) Floor Space in its existing "AS IS" condition on
the Additional Sixth (6th) Floor Space Commencement Date.
5. Alterations and Allowance. Lessee shall have the right to make
Alterations in accordance with the provisions of Section 11 of the Original
Lease, (i) in the Seventh (7th) Floor Space and the Initial Sixth (6th) Floor
Space for a period of up to twelve (12) months following the Extension Term
Commencement Date, and (ii) in the Additional Sixth (6th) Floor Space for a
period of up to six (6) months following the Additional Sixth (6th) Floor
Commencement Date. Upon completion of the Alterations in each of the respective
spaces, Lessor shall pay to Lessee a construction allowance (the "Allowance")
equal to $5.00 per usable square foot of area in the Seventh (7th) Floor Space
and in the Sixth (6th) Floor Space to reimburse Lessee for Lessee's hard and
soft costs and expenses incurred by Lessee in designing, space planning,
construction drawings, permitting and constructing the Alterations. Such
Allowance shall be payable by Lessor to Lessee for the Seventh (7th) Floor Space
and the Initial Sixth (6th) Floor Space within thirty (30) days after Lessee (a)
completes such Alterations in such spaces and (b) submits to Lessor a written
request for reimbursement for the costs of such Alterations, together with lien
waivers from the general contractor and all subcontractor and suppliers showing
that the costs of such Alterations have been paid in full with respect to the
Seventh (7th) Floor Space and the Initial Sixth (6th) Floor Space ("Lessee's
Initial Allowance Request"), provided the actions described in (a) and (b) of
this sentence are performed within twelve (12) months following the Extension
Term Commencement Date. Such Allowance shall be payable by Lessor to Lessee for
the Additional Sixth (6th) Floor Space within thirty (30) days after Lessee (a)
completes such Alterations in such space and (b) submits to Lessor a written
request for reimbursement for the costs of such Alterations, together with lien
waivers from the general contractor and all subcontractor and suppliers showing
that the costs of such Alterations have been paid in full with respect to the
Additional Sixth
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(6th) Floor Space ("Lessee's Additional Allowance Request"), provided the
actions described in (a) and (b) of this sentence are performed within six (6)
months following the Additional Sixth (6th) Floor Commencement Date. If Lessee
does not complete the Alterations and submit the written request for
reimbursement for the respective spaces within the times specified above, then
Lessee shall lose the right to the Allowance for any such space. If Lessor does
not pay the portion of the Allowance contained in Lessee's Initial Allowance
Request within thirty (30) days after Lessee delivers Lessee's Initial Allowance
Request (containing all the documentation required therein) to Lessor, then the
unpaid past due balance of the Allowance shall bear interest at the rate
contained in Section 25 (c) of the Original Lease commencing upon the date
Lessee delivered Lessee's Initial Allowance Request to Lessor until paid in
full. If Lessor does not pay the portion of the Allowance contained in Lessee's
Additional Allowance Request within thirty (30) days after Lessee delivers
Lessee's Additional Allowance Request (containing all the documentation required
therein) to Lessor, then the unpaid past due balance of the Allowance shall bear
interest at the rate contained in Section 25 (c) of the Original Lease
commencing upon the date Lessee delivered Lessee's Additional Allowance Request
to Lessor until paid in full.
6. Give Back of Space. On the Extension Term Commencement Date the Lease
shall partially terminate with respect to approximately 1,887 rentable square
feet of space located on the third (3rd) floor of the Building and known as
Suite 300 (the "Third [3rd] Floor Space"), which Third (3rd) Floor Space was
initially leased pursuant to the terms of the Second Amendment, and the term for
which Third (3rd) Floor Space, prior to this Eighth Amendment, would otherwise
expire on October 31, 1999. With respect to the Third (3rd) Floor Space Lessor
and Lessee shall have no liability for any obligations accruing under the Lease
subsequent to the later of (i) October 31, 1998, or (ii) the date Lessee
actually vacates the Third (3rd) Floor Space.
7. Monthly Base Rent for Premises.
(a) Commencing upon (i) the Extension Term Commencement Date, and
continuing through the Term (as extended herein) Lessee shall pay to Lessor
the following monthly Base Rent for the combined Seventh (7th) Floor Space
and the Initial Sixth (6th) Floor Space:
Months Following Annual Base Rent
the Extension Term Per Rentable Base Rent
Commencement Date: Square Foot: per Month:
------------------- ---------------- ----------
01 - 12: $23.00 per sf $63,723.42
13 - 24: $23.75 per sf $65,801.35
25 - 36 $24.75 per sf $68,571.94
37 - 48: $25.75 per sf $71,342.52
49 - 60: $26.50 per sf $73,420.46
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(b) Commencing upon Additional Sixth (6th) Floor Commencement Date, and
continuing through the Term (as extended herein) Lessee shall pay to Lessor
the following monthly Base Rent for the Additional Sixth (6th) Floor Space:
Months Following Annual Base Rent
the Extension Term Per Rentable Base Rent
Commencement Date: Square Foot: per Month:
------------------- ---------------- ----------
01 - 12: $23.00 per sf $3,921.50
13 - 24: $23.75 per sf $4,049.38
25 - 36 $24.75 per sf $4,219.88
37 - 48: $25.75 per sf $4,390.38
49 - 60: $26.50 per sf $4,518.25
(c) Commencing upon the Extension Term Commencement Date and continuing
until the later of (i) the Additional Sixth (6th) Floor Commencement Date,
or (ii) the date Lessee actually vacates the Fourth (4th) Floor Space,
Lessee shall pay to Lessor $3,921.50 per month as monthly Base Rent for the
Fourth (4th) Floor Space.
8. Option for Early Termination of Lease. Provided that Asymetrix
Learning Systems, Inc. has not assigned this Lease or sublet any or all of the
Premises (it being intended that all rights pursuant to this provision are and
shall be personal to Asymetrix Learning Systems, Inc. and shall not be
transferable or exercisable for the benefit of any assignee of the Lease, or any
sublessee of any portion of the Premises), and provided that Lessee is not in
default under this Lease at the time of exercise or at any time thereafter until
the effective date of termination, Lessee shall have the one-time option to
terminate this Lease effective October 31, 2001 ("Early Termination Date") after
giving written notice to Lessor of Lessee's exercise of such termination option
no later than October 31, 2000 and paying to Lessor, no later than August 31,
2001, as an "Early Termination Fee" an amount equal to the sum of (i) the
unamortized portion of the Allowance, and brokerage commissions both amortized
straight line, with an interest rate of ten percent (10%) per annum, over sixty
(60) months following the Extension Term Commencement Date (ii) two (2) months
of Base Rent following the Early Termination Date, and (iii) the Effective Rent
Differential (defined as the difference in the average rent paid through the
Termination Date versus the average effective rent payable over the entire sixty
(60) months following the Extension Term Commencement Date. Lessee shall have
such option to terminate only if such option is exercised precisely in the
manner provided herein. Upon timely and proper exercise of such option, this
Lease shall terminate on the Termination Date as specified in this Termination
provision, and Lessee shall surrender the Premises to Lessor, on or before the
Termination Date in accordance with the provisions of the Lease.
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9. Right Of First Offer.
(a) Provided that Asymetrix Learning Systems, Inc. has not assigned
this Lease or sublet any or all of the Premises (it being intended that
all rights pursuant to this provision are and shall be personal to
Asymetrix Learning Systems, Inc. and shall not be transferable or
exercisable for the benefit of any assignee of the Lease, or any
sublessee of any portion of the Premises), and provided Lessee is not
in default under this Lease at the time of the exercise of any such
right or at any time thereafter until delivery of possession of the
space to Lessee, and subject to any and all rights of other tenants in
the Building with respect to such space (including renewal and
extension rights and rights of first offer, first negotiation, first
refusal or other expansion rights) existing as of the date of this
Eighth Amendment, Lessee shall have a one-time right of first offer to
lease the following space in the Building: Any space on the Sixth (6th)
floor of the Building.
(b) Such right of first offer (i) may only be exercised with respect
to vacant space or space which has been previously leased and as to
which an existing tenant of the Building has elected not to extend its
lease or re-lease such space and (ii) may only be exercised with
respect to all of the space being offered by Lessor. If any space
qualifying for such right of first offer becomes available, Lessor
shall offer to lease such space to Lessee at the same Base Rent in
effect from time-to-time under the Lease following the Extension Term
Commencement Date and on the same terms under which Lessee is leasing
the Seventh (7th) Floor Space; provided, however, notwithstanding the
provisions under which Lessee is leasing the Seventh (7th) Floor Space,
Lessor shall not be obligated to contribute any Allowance for any right
of first offer space if less than eighteen (18) months remain in the
Term between the commencement date for the applicable right of first
offer space and either the Early Termination Date, or the Expiration
Date, as the case may be. Lessee shall have ten (10) Business Days
following receipt of Lessor's offer with respect to any such space
offered by Lessor under within which to notify Lessor in writing of its
intention to lease such space, and such notice, if given by Lessee,
shall constitute an acceptance of Lessor's terms for the lease of such
space. If Lessee exercises such right of first offer, the space to be
leased by Lessee shall be leased on the same terms and conditions as
are contained in this Lease, and the parties shall execute an amendment
to this Lease to include such space in the Premises and otherwise to
provide for the leasing of such space on such terms. If Lessee fails so
to exercise Lessee's right of first offer within such ten (10) Business
Day period, Lessor may thereafter lease such space to other prospective
tenants; provided, however, if Lessor proposes to lease such space at
an effective rent that is less than ninety percent (90%) of the
effective rent proposed to Lessee, or upon other terms which are
materially more favorable to the prospective tenant, Lessor shall first
re-offer such space to Lessee at such lower rent and/or more favorable
terms in accordance with the provisions of this paragraph.
(c) If Lessee does not lease the specific right of first offer space
from Lessor when it is first offered to Lessee by Lessor or when it is
re-offered to Lessee because the economic terms first offered to Lessee
have materially changed, as described in the last sentence of paragraph
(b) above, then this right of first offer shall terminate with respect
to the specific space offered by Lessor to Lessee (but not with respect
to any other space
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on the sixth [6th] floor of the Building, which shall remain subject to the
provisions of this Section unless previously offered to Lessee), and Lessee
shall have no further rights to lease the specific right of first offer space
after it has been offered to Lessee.
10. Base Year. Effective upon the Extension Term Commencement Date (a)
Section 9 is amended to substitute calendar year 1998 (the "Base Year") for
calendar year 1991, and (b) the following is added as a new provision (k) to
Section 9 of the Lease:
"(k) Limitation on Lessee's Obligation to Pay Increases in Operating
Costs.
Notwithstanding any other provision contained herein to the contrary,
Lessor agrees that commencing with the first calendar year following the
Base Year, Lessee shall not be obligated to pay for increases in Operating
Costs for the applicable calendar year (other than increases that are
attributable to [a] changes in Lessee's Share from time to time, and [b]
"Uncontrollable Expenses") that exceed an amount equal to eight percent
(8%) of the Actual Operating Costs for the preceding calendar year.
For the purpose of this Subsection (k) the term "Uncontrollable
Expenses" is hereby defined to consist of (i) all utilities, (ii) all
premiums for insurance coverage, including, without limitation, worker's
compensation premiums, (iii) all Taxes, including, without limitation,
sales taxes on personal property and payroll taxes, (iv) non-recurring
maintenance and repairs, and (v) costs of complying with governmental
requirements."
11. Limitation on Increases in Parking Rates. Commencing upon the
Extension Term Commencement Date and continuing throughout the Term, Lessee
shall pay the then current market parking rate at the Building for the parking
stalls Lessee is entitled to use under the Lease, subject to the following
limitations: (a) Lessor shall be entitled to increase the parking rate charged
to Lessee for each parking stall only on an anniversary date of the Extension
Term Commencement Date, and (b) Lessee shall not be obligated to pay for
increases in the parking rate (if any) that exceed an amount equal to five
percent (5%) (excluding taxes) of the parking rate Lessee was obligated to pay
immediately prior to the applicable anniversary of the Extension Term
Commencement Date. The parties hereby agree that for the purposes of this
Agreement on the Extension Term Commencement Date the market parking rate at the
Building shall not exceed $75.00 per parking stall.
12. Effective upon the full execution of this Eighth Amendment Section 30
of the Lease is amended and restated to read in its entirety as follows:
30. Sale by Lessor and No Personal Liability. The term "Lessor," as
used in this Lease, shall mean only the owner or owners of the Building at
the time in question. In the event of a sale or conveyance by Lessor of the
Building, and provided that any such transferee assumes in writing the
obligations of Lessor under this Lease (subject to the limitation of
liability set
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forth in this Section), the same shall operate to release Lessor from any
future liability for any covenants or conditions, express or implied, to be
performed under this Lease in favor of Lessee after the date of such
conveyance, and in such event Lessee agrees to look solely to the
responsibility of the successor in interest of Lessor in and to this Lease.
This Lease shall not be affected by any such sale, and Lessee agrees to
attorn to the purchaser or assignee. Notwithstanding any other term or
provision of this Lease, the liability of Lessor for its obligations under
this Lease is limited solely to Lessor's interest in the Building as the
same may from time to time be encumbered, and no personal liability shall
at any time be asserted or enforceable against any other assets of Lessor
or against Lessor's partners or members or its or their respective
partners, shareholders, members, directors, officers or managers on account
of any of Lessor's obligations or actions under this Lease.
13. Brokers. Lessee warrants and represents to Lessor that in the
negotiating or making of this Amendment neither Lessee nor anyone acting on
Lessee's behalf has dealt with any real estate broker or finder who might be
entitled to a fee or commission for this Amendment other than Leibsohn & Company
(the "Broker"). Lessor shall pay the fee or commission of the Broker in
accordance with Lessor's separate written agreement with the Broker, if any.
Lessee agrees to indemnify and hold Lessor harmless from any claim or claims,
including costs, expenses and attorney's fees incurred by Lessor, asserted by
any broker or finder for a fee or commission other than the foregoing Broker,
based upon any dealings with or statements made by Lessee or its
representatives.
14. Authority. Each of the persons executing this Amendment on behalf of
Lessee warrants and represents that Lessee is a duly organized and validly
existing entity, that Lessee has full right and authority to enter into this
Lease and that the persons signing on behalf of Lessee are authorized to do so
and have the power to bind Lessee to this Lease.
15. Signage. Provided that Asymetrix Learning Systems, Inc. leases and
occupies at least 32,000 rentable square feet in the Building (it being intended
that all rights pursuant to this provision are and shall be personal to
Asymetrix Learning Systems, Inc. and shall not be transferable or exercisable
for the benefit of any assignee of the Lease, or any sublessee of any portion of
the Premises), and provided that Lessee is not in default under this Lease,
Lessee shall have the right to place a lighted sign ("Lessee's Sign")
identifying Lessee on the exterior cross-member at the seventh (7th) floor of
the Building in the location shown on Exhibit B attached hereto. The lighting
for Lessee's Sign shall be consistent with lighting at comparable class A
buildings in downtown Bellevue, Washington area built after 1988; provided,
however, in no instance shall Lessee's Sign be neon. The electricity for
Lessee's Sign shall be separately metered, at Lessee's sole cost and expense,
and Lessee shall pay, when due, the electricity charges for Lessee's Sign.
Lessee's Sign shall be (a) subject to Lessor's prior written approval of the
size, location, material, color, method of attachment to the Building, and all
other aspects of Lessee's Sign, which approval shall not be unreasonably
withheld, and (b) subject to all applicable ordinances, regulations and the
prior approval of all applicable governmental
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authorities, (c) shall only be installed after Lessee obtains all necessary
permits and approvals from the applicable authorities, and (d) shall be
installed and maintained in a first class condition at Lessee's sole cost and
expense (including, without limitation, the cost of obtaining all permits and
other governmental approval). Throughout the Term of the Lease Lessee shall not
make any change or changes to Lessee's Sign without the prior written consent of
Lessor. Within fifteen (15) days after the expiration or termination of this
Lease Lessee agrees, at Lessee's sole cost and expense, to remove Lessee's Sign
from the exterior of the Building and to repair any damage to the exterior of
the Building caused by the installation or removal of Lessee's Sign. If Lessee
fails to remove Lessee's Sign from the exterior of the Building, and to repair
any damage to the exterior of the Building, within fifteen (15) days after the
expiration or termination of this Lease, then Lessor shall have the right to do
so at Lessee's expense, and Lessee agrees to pay to Lessor the costs of such
removal and repair within thirty (30) days after Lessor invoices Lessee
therefor. Lessee will be liable for any damages or repairs incurred or required
as a result of its installation, use, repair, maintenance or removal of Lessee's
Sign and agrees to indemnify and hold harmless Lessor from any liability, loss,
damage, cost or expense, including reasonable attorneys' fees, arising
therefrom.
16. Ratification of Lease. The Lease, as modified by this Amendment,
remains in full force and effect, and Lessor and Lessee hereby ratify the same.
This Amendment shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns. All references to the Lease in any
document shall be deemed to mean the Lease as amended by this Eighth Amendment.
IN WITNESS WHEREOF, Lessor and Lessee have entered into and executed this
Eighth Amendment as of date of this Eighth Amendment.
Lessor: Lessee:
000 XXXXXX XXXXX ASSOCIATES, LLC ASYMETRIX LEARNING
SYSTEMS, INC.,
a California limited liability company a Delaware corporation
By: Opportunity Capital Partners III, LLC
a California limited liability company
By: ________________________ By: ____________________________
Name: Name: ____________________________
Title: Manager Title: ____________________________
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CORPORATE ACKNOWLEDGMENT
STATE OF )
) ss.
COUNTY OF )
THIS IS TO CERTIFY that on this _________ day of ____________________,
199____, before me, the undersigned, a notary public in and for the state of
___________________________________, duly commissioned and sworn, personally
appeared ___________________________________________________________________
to me known to be the ______________________________________________________
respectively, of __________________________________________________________,
the corporation that executed the within and foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said corporation for the uses and purposes therein mentioned, and on oath stated
that they were authorized to execute said instrument, and that the seal affixed,
if any, is the corporate seal of said corporation.
WITNESS my hand and official seal the day and year in this certificate
first above written.
Signature _______________________________________________
Printed Name ____________________________________________
Notary public in and for the state of __________________,
residing at _____________________________________________
My appointment expires __________________________________
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