EXHIBIT 10.53
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST
AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made as of the 19th day of December, 2012, by and between SP III 909 XXXX XXXXXXX PARKWAY, L.P., a Delaware limited partnership (“Seller”),
and KBSIII TOWER AT XXXX XXXXXXX, LLC, a Delaware limited liability company (“Buyer”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
RECITALS
A. Seller and KBS Capital Advisors, LLC, a Delaware limited liability company (“Original Buyer”), Buyer’s predecessor-in-interest, are parties to
that certain Purchase and Sale Agreement dated as of December 5, 2012 (the “Purchase Agreement”). All initially-capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement unless
the context clearly indicates otherwise.
B. The Purchase Agreement was assigned to Buyer
pursuant to an Assignment and Assumption of Purchase Agreement dated December 18, 2012, by and between Original Buyer, as assignor, and Buyer, as assignee.
C. Seller and Buyer have agreed to modify the terms of the Purchase Agreement as set forth in this First Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intended to be legally
bound, Seller and Buyer agree as follows:
1. Recitals. The Recitals set forth above are hereby
incorporated herein by reference as if the same were fully set forth herein.
2. Exhibits. Exhibits B (List of Lease Documents),
J (Service Contracts), N (Pre-Closing Leasing Costs) and O (Pre-Closing Capital Costs) attached to the Purchase Agreement shall be, and hereby are, deleted therefrom, and Exhibits B (List of Lease Documents),
J (Service Contracts), N (Pre-Closing Leasing Costs) and O (Pre-Closing Capital Costs) attached hereto shall be, and hereby are, substituted in their place, respectively.
3. Effectiveness of Agreement. Except as modified by this First
Amendment, all the terms of the Purchase Agreement shall remain unchanged and in full force and effect.
4. Counterparts. This First Amendment may be executed in
counterparts, and all counterparts together shall be construed as one document.
5. Telecopied Signatures. A counterpart of this First Amendment
that is signed by one party to this First Amendment and telecopied to the other party to this First Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this
First Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this First Amendment.
6. Successors and Assigns. All of the terms and conditions
of this First Amendment shall apply to benefit and bind the successors and assigns of the respective parties.
IN WITNESS
WHEREOF, Seller and Buyer have entered into this First Amendment as of the date first above stated.
[SIGNATURES ON NEXT PAGE]
“SELLER”
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| SP III 909 XXXX XXXXXXX PARKWAY, L.P., |
| a Delaware limited partnership |
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| By: |
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SP III 909 Xxxx Xxxxxxx Parkway G.P., LLC, a Delaware limited liability company,
its general partner |
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By: |
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/s/ Xxxx Xxxxxxx |
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Name: |
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Xxxx Xxxxxxx |
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Title: |
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Vice President |
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By: |
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/s/ Xxxxx Xxxxxx |
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Name: |
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Xxxxx Xxxxxx |
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Title: |
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Vice President |
“BUYER”
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| KBSIII TOWER AT XXXX XXXXXXX, LLC, |
| a Delaware limited liability company |
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| By: |
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KBSIII REIT ACQUISITION VI, LLC, |
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a Delaware limited liability company,
its sole member |
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By: |
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KBS REIT PROPERTIES III, LLC, |
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a Delaware limited liability company,
its sole member |
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By: |
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KBS LIMITED PARTNERSHIP III, |
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a Delaware limited partnership, its sole member |
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By: |
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KBS REAL ESTATE INVESTMENT TRUST III, INC., |
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a Maryland corporation,
its general partner |
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By: |
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/s/ Xxxxxxx X. Xxxxxxxxx, Xx. |
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Xxxxxxx X. Xxxxxxxxx, Xx., |
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Chief Executive Officer |
EXHIBIT B
LIST OF LEASE DOCUMENTS
Suite 40 – Xxxxx’x Café (Xxxxx Xxx)
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1. |
Lease Agreement dated November 30, 2005 |
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2. |
Letter Agreement dated November 30, 2005 |
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3. |
Confirmation of Commencement Date dated September 19, 2006 |
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4. |
Parking Abatement Letter dated January 19, 2007 |
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5. |
Consent to Assignment dated August 8, 2008 |
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6. |
Assignment of Lease dated August 8, 2008 |
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7. |
Consent to Assignment dated May 2011 |
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8. |
Assignment of Lease dated May 18, 2011 |
Suite 102 – AXO
Group LLC
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1. |
Lease Agreement dated March 11, 2011 |
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2. |
Confirmation of Commencement Date dated March 25, 2011 |
Suite
104 –Xxx Xxxx D/B/A State Farm Insurance
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1. |
Lease Agreement dated August 21, 2012 |
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2. |
Confirmation of Commencement Date dated October 11, 2012 |
Suite 106 – Expressways to Learning DFW Inc.
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1. |
Lease Agreement dated July 26, 2012 |
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2. |
Confirmation of Commencement Date dated September 13, 2012 |
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3. |
Amendment No. 1 dated October 2012 |
Suite 120 – Remy
Cointreau USA, Inc.
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1. |
Lease Agreement dated June 11, 2007 |
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2. |
Letter Agreement dated June 11, 2007 |
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3. |
Confirmation of Commencement Date dated July 16, 2007 |
Suite
150 –Realty Capital Management, LLC
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1. |
Lease Agreement dated August 28, 2012 |
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2. |
Confirmation of Commencement Date dated October 31, 2012 |
Suite 160 – First American Title Company, LLC
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1. |
Lease Agreement dated March 5, 2010 |
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2. |
Confirmation of Commencement Date dated April 29, 2010 |
Suite
170 – Lakeshore Consortium, Inc.
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1. |
Lease Agreement dated April 29, 2011 |
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2. |
Confirmation of Commencement Date dated July 18, 2011 |
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3. |
Amendment No. 1 August 1, 2011 |
Suite 200 –
Rise Energy Operating, Inc.
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1. |
Lease Agreement dated April 13, 2010 |
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2. |
Confirmation of Commencement Date dated May 25, 2010 |
Suite
220 – Four Seasons Hotels, Ltd.
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1. |
Lease Agreement dated April 13, 2007 |
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2. |
Letter Agreement dated April 13, 2007 |
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3. |
Confirmation of Commencement Date dated August 1, 2007 |
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4. |
Storage Space License dated December 1, 2008 |
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5. |
Amendment No. 1 dated September 14, 2012 |
Suite 230
– PCL Construction, Inc.
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1. |
Lease Agreement dated May 16, 2012 |
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2. |
Commencement Date Letter dated June 6, 2012 |
Suite 300/380/390
– Succeed on Purpose (fka Latimark, Inc.)
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1. |
Lease Agreement dated September 20, 2005 |
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2. |
Letter Agreement dated September 20, 2005 |
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3. |
Confirmation of Commencement Date dated October 12, 2005 |
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4. |
Form of Offer Notice dated November 14, 2005 |
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5. |
Amendment No. 1 executed February 29, 2008 |
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6. |
Confirmation of Suite 300 Effective Date dated July 28, 2008 |
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7. |
Certificate of Amendment for Name Change dated June 9, 2009 |
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8. |
Amendment No. 2 executed March 2, 2011 |
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9. |
Confirmation of effective date dated 3-24-11 |
Suite 310 – The
Helix Financial Group, LLC
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1. |
Lease Agreement dated February 2010 |
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2. |
Confirmation of Commencement Date dated May 3, 2010 |
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3. |
Amendment No. 1 dated May 16, 2011 |
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4. |
Amendment No. 2 dated February 23, 2012 |
Suite 320 –
TransSynergy Group, Inc.
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1. |
Lease Agreement dated January 20, 2011 |
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2. |
Confirmation of Commencement Date dated July 26, 2011 |
Suite
350 – CBRE Management and Conference Center
Suite 375 – Professional Access, Ltd., Inc.
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1. |
Lease Agreement dated November 28, 2005 |
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2. |
Letter Agreement dated November 28, 2005 |
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3. |
Confirmation of Commencement Date dated December 16, 2005 |
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4. |
Amendment No. 1 executed April 14, 2009 |
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5. |
Amendment No. 2 executed July 30, 2012 |
Suite 400 –
Xxxxxxxxx Semiconductor Corporation
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1. |
Office Lease Agreement dated June 30, 2005 |
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2. |
Confirmation of Commencement Date dated October 27, 2005 |
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3. |
Form of Offer Notice dated September 3, 2008 |
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4. |
Amendment No. 1 dated October 5, 2012 |
Suite 600 -
Trilogi, Inc.
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1. |
Office Lease Agreement dated May 31, 2012 |
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2. |
Form of Refusal Notice dated May 16, 2012 |
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3. |
First Amendment to Lease dated August 8, 2012 |
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4. |
Confirmation of Commencement Date dated June 6, 2012 |
Suite
700 – SITA S.C.
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1. |
Office Lease Agreement dated August 22, 2002 |
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2. |
Commencement Letter dated October 8, 2002 |
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3. |
Amendment No. 1 dated September 28, 2007 |
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4. |
Letter Agreement dated September 27, 2007 |
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5. |
Confirmation of Effective Date |
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6. |
Amendment No. 2 dated October 1, 2009 |
Suite 750 –
Thru, LLC
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1. |
Office Lease Agreement (Short Form Lease) dated February 24, 2005 |
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2. |
Amendment No. 1 dated August 26, 2005 |
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3. |
Letter Agreement dated September 1, 2005 |
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4. |
Confirmation of Commencement Date dated September 14, 2005 |
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5. |
Amendment to Articles of Organization filed January 23, 2006 |
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6. |
Temporary Use and Occupancy License dated January 2007 |
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7. |
Amendment No. 2 dated February 7, 2007 |
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8. |
Confirmation of Effective Date dated August 16, 2007 |
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9. |
Amendment No. 3 dated November 1, 2009 |
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10. |
Consent to sublease dated February 4, 2005 |
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11. |
Rumble International, LLC- Name Change |
Suite 775 – Forte
Productions LLC
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1. |
Lease Agreement dated October 25, 2011 |
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2. |
Confirmation of Commencement Date dated November 9, 2011 |
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3. |
Amendment No.1 dated June 4, 2012 |
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4. |
Confirmation of Commencement Date dated June 25, 2012 |
Suite
800 – RLI Insurance Company
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1. |
Office Lease Agreement dated December 17, 2003 |
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2. |
Commencement Letter dated April 5, 2004 |
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3. |
Amendment No. 1 dated October 23, 2009 |
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4. |
Letter Agreement dated February 6, 2012 |
Suite 850 –
Xxxxxxx and Associates, Inc.
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1. |
Lease Agreement dated June 16, 2010 |
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2. |
Confirmation of Commencement Date dated July 8, 2010 |
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3. |
Revised Confirmation of Commencement dated October 21, 2011 |
Suite 900/960/970/980 – JLB Partners, LP
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1. |
Lease Agreement dated April 30, 2007 |
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2. |
Letter Agreement dated April 30, 2007 |
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3. |
Amendment No. 1 dated April 30, 2007 |
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4. |
Confirmation of Commencement Date dated May 10, 2007 |
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5. |
Confirmation of Suite 970 Effective Date dated August 16, 2007 |
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6. |
Amendment No. 2 dated October 31, 2007 |
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7. |
Letter Agreement dated October 26, 2007 |
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8. |
Temporary Use and Occupancy License dated October 31, 2007 |
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9. |
Confirmation of Suite 900 Effective Date dated April 3, 2008 |
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10. |
Storage Space License dated February 7, 2011 |
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11. |
Consent to Sublease dated October 2009 |
Suite 950 – NFI Road
Rail
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1. |
Lease Agreement dated October 19, 2012 |
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2. |
Guaranty dated October 19, 2012 |
Suite 1000 – Pacific
Life Insurance Company
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1. |
Temporary Use and Occupancy License dated August 21, 2007 |
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2. |
Lease Agreement dated August 31, 2007 |
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3. |
Letter Agreement dated August 31, 2007 |
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4. |
Confirmation of Commencement Date dated February 14, 2008 |
Suite 1020 – Direct Energy, L.P.
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1. |
Office Lease Agreement dated October 28, 2003 |
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2. |
Commencement Letter dated January 8, 2004 |
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3. |
First Amendment dated June 6, 2004 |
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4. |
Second Amendment dated November 4, 2004 |
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5. |
Commencement Letter dated October 12, 2005 |
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6. |
Third Amendment to Lease dated November 1, 2005 |
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7. |
Fourth Amendment to Lease dated March 13, 2007 |
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8. |
Fourth Amendment Letter Agreement dated March 13, 2007 |
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9. |
Fifth Amendment to Lease dated May 23, 2007 |
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10. |
Confirmation of Suite 1020 Effective Date dated November 19, 2007 |
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11. |
Sixth Amendment to Lease dated January 20, 2010 |
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12. |
Seventh Amendment to Lease dated March 31, 2010 |
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13. |
Eighth Amendment to Lease dated September 12, 2011 |
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14. |
Ninth Amendment to Lease dated October 31, 2012 |
Suite
1030/1050/1080 – Pernod Xxxxxx USA, LLC
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1. |
Lease Agreement dated May 9, 2006 |
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2. |
Letter Agreement dated May 9, 2006 |
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3. |
Confirmation of Commencement Date dated May 4, 2007 |
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4. |
Storage Space License dated April 1, 2010 |
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5. |
Amendment No. 1 dated July 27, 2011 |
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6. |
Confirmation of Expansion Effective Date dated October 25, 2011 |
Suite 1100 – Modern Biomedical Services, Inc.
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1. |
Lease Agreement dated October 25, 2010 |
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2. |
Confirmation of Commencement Date dated January 3, 2011 |
Suite
1125 – Navayuga Infotech, LLC
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1. |
Lease Agreement dated February 18, 2011 |
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2. |
Confirmation of Commencement Date dated April 22, 2011 |
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3. |
First Amendment to Lease dated May 24, 2011 |
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4. |
Revised Confirmation of Commencement Date dated November 2, 2011 |
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5. |
Amendment No. 1 dated May 24, 2011 |
Sublease :
G&A Outsourcing, Inc.
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1. |
Sublease Agreement dated June 27, 2012 |
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2. |
Consent to Sublease dated July 20, 2012 |
Suite 1150 – The
Xxxxxxxx Partners International, Inc.
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1. |
Lease Agreement dated June 5, 2009 |
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2. |
Confirmation of Commencement Date dated August 27, 2009 |
Suite
1170 – Old Republic Construction Program Group, Inc.
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1. |
Lease Agreement dated August 12, 2010 |
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2. |
Confirmation of Commencement Date dated January 3, 2011 |
Suite
1200/1300 – Xxxxxxxx Tri-Gas, Inc.
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1. |
Lease Agreement dated June 8, 2010 |
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2. |
Confirmation of Commencement Date July 26, 2010 |
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3. |
Amendment No. 1 dated October 7, 2011 |
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4. |
Confirmation of Commencement Date dated March 28, 2012 |
Suite
1400 – Amtel, LLC .
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1. |
Lease Agreement dated May 22, 2012 |
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2. |
Confirmation of Commencement Date dated October 11, 2012 |
Suite 1425/1450 – IPC Systems, Ltd. (dba Alliant Systems)
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1. |
Office Lease Agreement dated December 16, 2002 |
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2. |
Commencement Letter dated March 12, 2003 |
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3. |
Name Change Notice Letter dated August 2004 |
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4. |
Amendment Xx. 0 xxxxxxxx Xxxxx 00, 0000 (xxxx to Suite 1450) |
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5. |
Letter Agreement dated April 25, 2008 |
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6. |
Confirmation of Effective Date dated July 28, 2008 |
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7. |
Amendment No. 2 dated May 27, 2011 |
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8. |
Confirmation of Ste 1425 Commencement Date dated August 18, 2011 |
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9. |
Revised Confirmation of Suite 1425 Effective Date dated October 19, 2011 |
Suite 1500 – Personnel Decisions International Corporation
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1. |
Lease Agreement dated October 17, 2005 |
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2. |
Letter Agreement dated October 17, 2005 |
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3. |
Confirmation of Commencement Date dated May 8, 2007 |
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4. |
Form of Offer Notice dated July 6, 2011 (suite 1400) |
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5. |
Form of Offer Notice dated July 8, 2011 (suite 1470) |
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6. |
Form of Offer Notice dated May 20, 2011 (suite 1425) |
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7. |
Form of Offer Notice dated February 21, 2012 (suite1400) |
Suite 1600 – Usability Sciences Corporation
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1. |
Lease Agreement dated August 29, 2011 |
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2. |
Confirmation of Commencement Date dated January 5, 2012 |
Suite
1700 – Standard Pacific of Texas, Inc.
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1. |
Lease Agreement dated March 16, 2010 |
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2. |
Confirmation of Commencement Date Letter dated June 28, 2010 |
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3. |
Amendment No. 1 dated April 24, 2012 |
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4. |
Amendment No. 2 dated June 20, 2012 |
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5. |
Confirmation of Commencement Date dated August 16, 2012 |
Suite
1750 – Principal Life Insurance Company
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1. |
Lease Agreement dated December 12, 2006 |
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2. |
Letter Agreement dated December 12, 2006 |
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3. |
Confirmation of Commencement Date dated March 21, 2007 |
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4. |
Notice of Change of Tenant Address dated September 21, 2011 |
Sublease:
The AMS Users’ Group, Inc.
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3. |
Sublease dated October 24, 2008 |
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4. |
Consent to Sublease dated October 16, 2008 |
Suite 1800 –
Direct Packet, Inc.
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1. |
Lease Agreement dated January 22, 2010 |
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2. |
Confirmation of Commencement Date dated April 29, 2010 |
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3. |
Amendment No. 1 dated October 1, 2012 |
Suite 1825 –
Double Eagle Capital LLC
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1. |
Lease Agreement dated June 2, 2005 |
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2. |
Confirmation of Commencement Date dated August 23, 2005 |
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3. |
Amendment No. 1 dated December 22, 2005 |
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4. |
Letter Agreement dated December 22, 2005 |
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5. |
Confirmation of Commencement Date dated March 17, 2006 |
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6. |
Amendment No. 2 dated June 2010 |
Suite 1830/1850 – The
D.C. CADD Company
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1. |
Lease Agreement dated November 12, 2004 |
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2. |
Commencement Letter dated January 31, 2005 |
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3. |
Amendment No. 1 dated December 22, 2005 |
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4. |
Letter Agreement dated December 22, 2005 |
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5. |
Confirmation of First Expansion Premises Effective Date dated May 10, 2007 |
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6. |
Amendment No. 2 dated December 1, 2009 |
Suite 1900/1915
– THEO Executive Group, LLC
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1. |
Lease Agreement dated April 21, 2008 |
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2. |
Letter Agreement dated April 21, 2008 |
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3. |
Confirmation of Commencement Date dated June 27, 2008 |
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4. |
Amendment No. 1 dated October 19, 2011 (Suite 1900) |
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5. |
Confirmation of Commencement Date dated June 6, 2012 |
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6. |
Amendment No. 2 dated November 12, 2012 |
Suite
1925/765/1915 – DW Energy Group, Inc.
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1. |
Lease Agreement dated August 12, 2008 |
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2. |
Letter Agreement dated August 12, 2008 |
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3. |
Confirmation of Effective Date dated August 21, 2008 (confirmation of temp space) |
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4. |
Confirmation of Effective Date dated December 1, 2008 |
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5. |
Amendment No. 1 dated October 10,2012 |
Suite 1950 –
Destileria Serralles, Inc.
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1. |
Lease Agreement dated December 19, 2008 |
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2. |
Confirmation of Commencement Date dated April 8, 2009 |
License Agreements:
Captivate Network, Inc.
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1. |
License Agreement dated May 17, 2000 |
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2. |
First Amendment to License Agreements dated April 1, 2001 |
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3. |
Letter Agreement dated October 12, 2004 |
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4. |
Assignment and Assumption Agreement dated April 1, 2005 |
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5. |
Captivate Media Service Agreement dated May 14, 2012 |
DFW
Parksigns Advertising, LP
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1. |
Advertising Sales License Agreement dated January 5, 2002 |
Federal Express Corporation
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1. |
Placement Agreement dated March 24, 2006 |
United Parcel Service
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1. |
License Agreement dated December 6, 2001 |
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2. |
Drop Box Agreement effective April 1, 2005 |
KSWRP
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1. |
Antenna License Agreement dated July 31, 2009 |
TW Telecom of
Texas LLC
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1. |
Service Access License Agreement dated July 1, 2009 |
Time
Warner Cable
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1. |
License Agreement dated January 1, 2012 |
Terminated Lease List Documents
Sublease (Suite 990 only):
NAPE EXPO, Inc.
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1. |
Sublease Agreement dated October 16, 2009 |
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2. |
Consent to Sublease dated October 2009 |
EXHIBIT J
SERVICE CONTRACTS
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| Vendor
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Service |
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Contract Date |
| Admiral Linen Service |
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Fitness Center Towel Service |
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5/25/2012 |
| American Commercial Security
Services |
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Security - Contract |
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3/1/2006 |
| Aquatech |
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Water Treatment |
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4/1/2009 |
| Atlantis Services |
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General Plumbing |
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1/1/2011 |
| C&D Services |
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Garage Sweeping |
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6/23/2005 |
| Central Parking |
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Parking Garage |
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2/1/2010 |
| City Wide Building Services |
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Window Washing |
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10/8/2011 |
| Coca Cola |
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Vending Machine |
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10/6/2005 |
| Community Waste Disposal |
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Trash Removal - Recycling |
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7/5/2005 |
| Concierge Connection, Inc. |
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Concierge Services |
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2/1/2006 |
| Entech |
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HVAC Maintenance |
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4/1/2009 |
| Entech |
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Chiller/Cooling Tower Maintenance |
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2/1/2009 |
| Entech |
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HVAC Preventive Maintenance |
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3/13/2012 |
| Fujitec America, Inc. |
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Elevator Maintenance |
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12/1/2005 |
| Gexa Energy |
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Electricity Service |
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3/10/2011 |
| Landscape & Floral |
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Landscaping - Interior |
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1/1/2006 |
| Xxxxxxx Commercial Lawn |
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Landscaping-Exterior |
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8/1/2009 |
| Mid America Metals |
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Metal Maintenance |
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8/1/2009 |
| Mitec |
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Fire Protection Service |
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10/12/2012 |
| Novacopy |
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Copier Lease |
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7/31/2012 |
| UBM |
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Janitorial - Cleaning / Porters |
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6/20/2012 |
| Terminex Commercial |
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Pest Control |
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1/1/2009 |
| Time Warner Cable |
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Phone, Internet and Cable Service |
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8/3/2012 |
EXHIBIT N
PRE-CLOSING LEASING COSTS
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| Remaining TI Allowance Applications |
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| Tenant |
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Suite
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Square
Footage |
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Amount Remaining |
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| Xxxxxxxx Tri-Gas Expansion |
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1470 |
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4,738 |
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$
45,478.98 |
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| Amtel |
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1400 |
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4,561 |
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$
114,025.00 |
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| Standard Pacific |
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1700 |
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12,034 |
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$
64,141.22 |
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| Realty Capital |
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150 |
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4,262 |
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$
119,336.00 |
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| NFI Road Rail |
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950 |
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5,943 |
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$
114,284.40 |
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| One Vision / Direct Packet |
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1800 |
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12,478 |
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$
124,780.00 |
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|
|
|
|
$
42,394.09* |
|
|
|
| DW Energy Expansion |
|
1915 |
|
1,531 |
|
|
Turn Key Pricing
Estimate |
|
|
|
| State Farm Insurance |
|
0104 |
|
935 |
|
|
$
3,740.00 |
|
|
|
| THEO Group Expansion |
|
1910 |
|
1,611 |
|
|
$
32,220.00 |
|
|
|
|
|
|
|
|
|
|
$ 660,399.69 |
|
|
|
LEASING COMMISSIONS
|
|
|
|
|
|
|
| Project Name |
|
Type of Project |
|
Estimated
Completion Date |
|
Amount Currently Unfunded |
|
Direct Packet / One Vision
Ste 1800 |
|
Leasing Commissions |
|
TBD |
|
$56,572.13 |
| Direct Energy |
|
Leasing Commissions |
|
Done |
|
$2,127.69 |
| TOTAL |
|
|
|
|
|
$58,699.82 |
*Amounts to be adjusted for any payments prior to the Closing Date.
EXHIBIT O
PRE-CLOSING CAPITAL COSTS
|
|
|
|
|
|
|
| Project Name |
|
Type Of Project |
|
Estimated
Completion
Date |
|
Amount Currently
Unfunded |
| Corridor/RR Upgrades Floor 18 and
Corridor Upgrades Floor 9 |
|
Building Improvements |
|
TBD |
|
$69,584.07 |
| Elevator Modernization |
|
Building Improvements |
|
11/1/2013 |
|
$482,097.45 |
| Parking Equipment Upgrade |
|
Building Improvements |
|
11/7/2012 |
|
$60,000* Estimate to be trued
up post closing |
*Amounts to be adjusted for any payments prior to the Closing Date.
