EXHIBIT 10.1.1
THIRD AMENDMENT TO OFFICE LEASE AGREEMENT
THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT ("Third Amendment") is
made this 1st day of August, 2003, by and between CHASE TOWER ASSOCIATES,
L.L.C., a Delaware limited liability company ("Landlord"), and CAPITALSOURCE
FINANCE LLC, a Delaware limited liability company ("Tenant").
W I T N E S S E T H:
WHEREAS, by that certain Office Lease Agreement dated December 8, 2000
(the "Original Lease"), Landlord leased to Tenant, and Tenant leased from
Landlord, approximately 16,799 square feet of rentable area on the twelfth
(12th) floor, known as Suite 1200 (the "Original Premises"), in the building
located at 0000 Xxxxxxx Xxxxxx, Chevy Chase, Maryland (the "Building"), upon the
terms and conditions set forth in the Lease;
WHEREAS, by that certain First Amendment to Office Lease Agreement
dated May 10, 2002 (the "First Amendment"), Landlord leased to Tenant, and
Tenant leased from Landlord, an additional 7,463 square feet of rentable area
located on the eleventh (11th) floor of the Building and known as Suite 1130
(the "Expansion Space"), and the parties extended the term of the Original
Lease, upon the terms and conditions more specifically set forth therein;
WHEREAS, by that certain Second Amendment to Office Lease Agreement
dated February 4, 2003 (the "Second Amendment"), Landlord leased to Tenant, and
Tenant leased from Landlord, an additional 19,290 square feet of rentable area
located on the sixth (6th) floor of the Building and known as Suite 600 (the
"Second Expansion Space"), and the parties extended the term of the Original
Lease, upon the terms and conditions more specifically set forth therein;
WHEREAS, the Original Lease, the First Amendment and the Second
Amendment are hereinafter collectively referred to as the "Lease";
WHEREAS, Tenant desires to lease from Landlord, and Landlord desires to
lease to Tenant, an additional 21,439 square feet of rentable area located on
the fifth (5th) floor of the Building and known as Suite 500 (the "Third
Expansion Space"), upon the terms and conditions hereinafter set forth;
WHEREAS, Landlord and Tenant desire to amend the Lease to reflect their
understanding and agreement with regard to the lease of the Third Expansion
Space, and to otherwise amend the Lease, as more particularly set forth herein.
NOW, THEREFORE, for and in consideration of the mutual promises herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually agree
as follows:
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1. Any capitalized terms used in this Third Amendment and not otherwise
defined herein shall have the meanings ascribed to them in the Lease.
2. The Lease is hereby amended by adding thereto a new Article XXIX, to
read as follows:
"ARTICLE XXIX
THIRD EXPANSION SPACE
29.1. Term. Landlord hereby leases unto Tenant, and Tenant
hereby leases from Landlord, approximately 21,439 square feet of
rentable area (the 'Third Expansion Space') located on the fifth (5th)
floor of the Building, which Third Expansion Space is hereby agreed to
be that certain space which is shown on Exhibit N attached hereto and
made a part hereof and known as Suite 500, for a term (the 'Third
Expansion Space Term') commencing on the earlier of (i) February 1,
2004 or (ii) the date on which Tenant commences beneficial use of the
Third Expansion Space (the earlier of such two dates being hereinafter
referred to as the 'Third Expansion Space Commencement Date') and
continuing through and including Midnight on May 31, 2013 (the 'Third
Expansion Space Expiration Date'), unless earlier terminated pursuant
to the provisions of this Lease.
29.2. Third Expansion Space Tenant's Work. Landlord shall
deliver the Third Expansion Space to Tenant in shell condition, as
defined in Exhibit O attached hereto and made a part hereof (except
that Landlord shall also provide Tenant with twenty-five (25) VAV boxes
for Tenant's installation), following the day on which Landlord
executes that certain Third Amendment to Office Lease Agreement (the
'Third Amendment') after the execution thereof by Tenant. Landlord
shall also inspect the base building core doors on the fifth floor of
the Building and replace or refinish such doors as Landlord deems
necessary in order to have the doors be Building standard. Landlord is
under no obligation to make any other improvements to the Original
Premises, the Expansion Space, the Second Expansion Space or the Third
Expansion Space. Notwithstanding the foregoing, Landlord
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shall make available for the performance of Third Expansion Space
Tenant's Work (as hereinafter defined) an allowance (the 'Third
Expansion Space Tenant Allowance') in an amount equal to the product of
(a) Thirty-Six and 30/100 Dollars ($36.30) multiplied by (b) the number
of square feet of rentable area comprising the Third Expansion Space.
Landlord shall pay the Third Expansion Space Tenant Allowance to Tenant
following Tenant's completion of Third Expansion Space Tenant's Work (as
hereinafter defined) and upon the terms and conditions set forth in
Section 9.1 of this Lease with respect to the Tenant Allowance for
Tenant's Work with respect to the Original Premises, including, but not
limited to, the payment by Landlord of the Third Expansion Space Tenant
Allowance in increments disbursed not more often than once per month,
except that there shall be no Tenant Loan with respect to any such Third
Expansion Space Tenant's Work.
Tenant shall improve the Third Expansion Space in accordance
with the Third Expansion Space Tenant's Plans (as hereinafter defined).
Tenant shall submit to Landlord Tenant's final plans and specifications
for improvements to the Third Expansion Space (the 'Third Expansion
Space Tenant's Plans'), which shall be subject to Landlord's prior
written approval (the work set forth in the Third Expansion Space
Tenant's Plans being hereinafter referred to as Third Expansion Space
Tenant's Work'), which approval shall not be unreasonably withheld or
delayed with respect to items which do not affect any of the structural
components of the Building or any of the Building's systems or the
exterior aesthetics of the Building. From and after the date of
Landlord's approval of the Third Expansion Space Tenant's Plans, any
changes to the Third Expansion Space Tenant's Plans shall not be binding
unless approved in writing by both Landlord and Tenant. Landlord's
approval of the Third Expansion Space Tenant's Plans shall constitute
approval of Tenant's design concept only and shall in no event be deemed
a representation or warranty by Landlord as to whether the Third
Expansion Space Tenant's Plans comply with any and all legal
requirements applicable to the Third Expansion Space Tenant's Plans and
Third Expansion Space Tenant's Work.
The provisions of Section 9.1 of this Lease with respect to
Tenant's Work shall also govern (including,
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but not limited to, Landlord's approval of subcontractors and
contractors) the performance of Third Expansion Space Tenant's Work.
Landlord hereby approves Rand Construction as Tenant's general
contractor for the performance of Third Expansion Space Tenant's Work.
29.3 Third Expansion Space Base Rent. In addition to the Base
Rent for the Premises (i.e., the Original Premises, the Expansion Space
and the Second Expansion Space) payable pursuant to Section 4.1 hereof,
the First Amendment and the Second Amendment, commencing on the Third
Expansion Space Commencement Date and continuing thereafter throughout
the Third Expansion Space Term, Tenant covenants and agrees to pay to
Landlord Base Rent for the Third Expansion Space in the following
amounts (the 'Third Expansion Space Base Rent'):
Third
Expansion Space Third Expansion Space Third Expansion Space
Third Base Rent Per Square Foot Base Rent Base Rent
Expansion Space Lease Year Per Annum Per Annum Per Month
-------------------------- --------- --------- ---------
1 $35.00 $750,365.00 $62,530.42
2 $35.88 $769,231.32 $64,102.61
3 $36.78 $788,526.42 $65,710.54
4 $37.70 $808,250.30 $67,354.19
5 $38.64 $828,402.96 $69,033.58
6 $39.61 $849,198.79 $70,766.57
7 $40.60 $870,423.40 $72,535.28
8 $41.62 $892,291.18 $74,357.60
9 $42.66 $914,587.74 $76,215.65
A 'Third Expansion Space Lease Year' shall mean that period of
twelve (12) consecutive calendar months that commences on the Third
Expansion Space Commencement Date, and each consecutive twelve (12)
month period thereafter. The earliest such twelve (12) month period
shall be referred to as 'Third Expansion Space Lease Year 1,' and each
of the following Third Expansion Space Lease Years shall be similarly
numbered for identification purposes. The Third Expansion Space Base
Rent shall be payable by
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Tenant at the same times and in the same manner as set forth in this
Lease with respect to the payment of Base Rent.
29.4 Increased Operating Expenses and Increased Real Estate
Taxes with respect to the Third Expansion Space. In addition to Tenant's
proportionate share of Increased Operating Expenses and Tenant's
proportionate share of Increased Real Estate Taxes payable with respect
to the Original Premises, the Expansion Space and the Second Expansion
Space pursuant to the terms of this Lease, commencing on the first
anniversary of the Third Expansion Space Commencement Date, and for each
calendar year of the Third Expansion Space Term, Tenant shall pay to
Landlord, in the manner provided in Article V of this Lease, Tenant's
proportionate share of Increased Operating Expenses for the Third
Expansion Space for the calendar year and Tenant's proportionate share
of Increased Real Estate Taxes for the Third Expansion Space for the
calendar year. 'Tenant's proportionate share of Increased Operating
Expenses for the Third Expansion Space for the calendar year' shall
equal the product of 9.79% multiplied by the amount by which the total
of Operating Expenses for the calendar year exceeds the Operating
Expenses incurred during calendar year 2004; and 'Tenant's proportionate
share of Real Estate Taxes for the Third Expansion Space for the
calendar year' shall equal 9.79% multiplied by the amount by which the
total of Real Estate Taxes for the calendar year exceeds Real Estate
Taxes for calendar year 2004; provided, however, that for the calendar
year during which the Third Expansion Space Term begins and ends, the
Operating Expenses and Real Estate Taxes for the Third Expansion Space
shall be prorated based upon the greater of (i) the number of days
during such calendar year that this Lease is in effect or (ii) the
number of days that Tenant actually occupies the Third Expansion Space
or any portion thereof.
29.5 Incorporation of Third Expansion Space Into the Premises.
Except as otherwise herein expressly provided, the Third Expansion Space
shall be deemed a part of the Premises for all purposes of this Lease,
such that both Landlord and Tenant shall have such respective rights and
obligations with respect to the Third Expansion Space as apply to the
remainder of the Premises."
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3. The Lease is hereby amended by inserting therein a new Article XXX,
to read as follows:
"ARTICLE XXX
RIGHT OF FIRST OFFER
30.1 Available Space. Provided that CapitalSource Finance LLC, a
Delaware limited liability company ('CapitalSource') is not then in
default and has not been in default more than once during the Term, in
each case both at the time of Landlord's Offer, as hereinafter defined,
and at the time of the commencement of the Term as to the 11th Floor
Space, as hereinafter defined, and is then in occupancy of at least
fifty percent (50%) of the Premises at the time of Landlord's Offer, as
hereinafter defined, and at the time of the commencement of the term as
to the 11th Floor Space, as hereinafter defined, and provided further
that the right and option of CapitalSource hereinafter granted shall be
subject and subordinate to the prior right and option of any existing
tenant, as of the date of the Third Amendment, as to the 11th Floor
Space, as hereinafter defined, then, solely during the period commencing
on the Third Expansion Space Commencement DATE, CapitalSource shall have
a one-time right to receive from Landlord, prior to the next leasing of
said 11th Floor Space by Landlord, an offer to lease the 11th Floor
Space to CapitalSource on the terms set forth in Landlord's 11th Floor
Offer, which offer shall be accepted or rejected at CapitalSource's
option. '11th Floor Space' means only that office space located on the
11th floor of the Building currently occupied by HealthCare Financial
Partners REIT, Inc. ('HealthCare') and shown on Exhibit P attached to
this Lease, as said space may become available for lease after the
expiration of the term, or earlier termination, of the existing lease
between Landlord and HealthCare with respect to the 11th Floor Space.
The 11th Floor Space shall be offered to and accepted (if at all) by
CapitalSource on the terms and conditions set forth in Landlord's offer
to CapitalSource as to such 11th Floor Space ('Landlord's 11th Floor
Offer'), which Landlord's Offer shall provide that the proposed Base
Rent Per Annum shall be the prevailing market rent, as determined
pursuant to Section 3.5(a) of this Lease.
30.2 Notice; Exercise. CapitalSource shall give to Landlord
written notice of CapitalSource's exercise of its option to so lease the
11th Floor Space within thirty (30) days after the date on which
Landlord gives Landlord's 11th Floor Offer to CapitalSource. If
CapitalSource shall fail to exercise its option to lease the 11th Floor
Space within said thirty (30) days after the date on which Landlord's
11th Floor Offer is so given by Landlord, then Landlord shall be free to
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offer to lease and to lease such 11th Floor Space to others and
CapitalSource's right to lease said 11th Floor Space shall be void and
of no force or effect for the remainder of the Term of this Lease
(CapitalSource's right hereunder being a one-time right as to such 11th
Floor Space), and Landlord may lease said 11th Floor Space to others
upon such terms and for such periods as shall be acceptable to Landlord
(it being agreed that time shall be of the essence in CapitalSource's
delivery of the aforesaid notice to Landlord and that, if such written
notice is not so delivered within the time aforesaid, Landlord will rely
to its detriment on CapitalSource's failure to give such written
notice).
30.3 Execution of Lease or Lease Amendment. Within thirty (30)
days (subject to written extension by Landlord) after the date
CapitalSource gives written notice to Landlord of the exercise of
CapitalSource's option hereunder, Landlord and CapitalSource shall
execute an amendment to this Lease (or, at Landlord's option, a new
lease as to said 11th Floor Space) setting forth the terms set forth in
Landlord's 11th Floor Offer. If CapitalSource shall fail to execute said
lease amendment (or said new lease, as the case may be) for the 11th
Floor Space within such thirty (30) day period (as the same may be
extended as aforesaid), then Landlord shall have the right, at
Landlord's option exercisable by written notice to CapitalSource: (a) to
cancel the exercise by CapitalSource of CapitalSource's option and to
offer to lease and to lease such 11th Floor Space to others upon such
terms and conditions as shall be acceptable to Landlord, and to hold
CapitalSource liable for any damages to Landlord from such cancellation,
or (b) to not cancel the exercise by CapitalSource of CapitalSource's
option, in which case CapitalSource shall remain bound by the exercise
thereof and CapitalSource shall be deemed to be in default of this
Lease.
30.4 Miscellaneous Provisions. Nothing set forth in this Article
XXX shall be construed to give CapitalSource a superior right to lease
the 11th Floor Space in lieu of any written option on the part of
HealthCare to renew or extend the term thereof. Any lease of the 11th
Floor Space entered into pursuant to the terms of this Article XXX shall
be effective upon the date of the amendment to this Lease (or upon the
date of such new lease, as the case may be) and the term thereof and the
obligation to pay rental thereunder shall commence upon the date
determined pursuant to the provisions of Landlord's 11th Floor Offer, as
set forth in such amendment or new Lease. During the period that
Landlord's 11th Floor Offer is outstanding, Landlord may proceed with
negotiations with prospective tenants other than CapitalSource with
respect to any or all of the 11th Floor Space in question, provided that
Landlord may only enter into leases with respect to the 11th Floor Space
upon complying with all of the terms and conditions regarding
CapitalSource's right of first offer, as set forth in
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this Article XXX. CapitalSource may only take the 11th Floor Space
hereunder in whole but not in part."
4. The Lease is hereby amended by inserting therein a new Article XXXI,
to read as follows:
"ARTICLE XXXI
RIGHT OF SECOND OFFER
31.1 Available Space. Provided that CapitalSource is not then in
default and has not been in default more than once during the Term, in
each case both at the time of Landlord's Offer, as hereinafter defined,
and at the time of the commencement of the Term as to the 7th Floor
Space, as hereinafter defined, and is then in occupancy of at least
fifty percent (50%) of the Premises at the time of Landlord's 7th Floor
Offer, as hereinafter defined, and at the time of the commencement of
the term as to the 7th Floor Space, as hereinafter defined, and provided
further that the right and option of CapitalSource hereinafter granted,
shall be subject and subordinate to the prior right and option of The
Xxxx-Xxxxxxx Hotel Company, L.L.C. or any Permitted Transferee, as such
term is defined in that certain Office Lease Agreement (the
'Xxxx-Xxxxxxx Lease') between Landlord and Xxxx-Xxxxxxx (collectively
'Xxxx-Xxxxxxx'), to lease said 7th Floor Space (the 'Xxxx-Xxxxxxx
Expansion Option'), as hereinafter defined, then solely during the
period commencing on the Third Expansion Space Commencement Date,
CapitalSource shall have a one-time right to receive from Landlord,
after the earlier to occur of the expiration of the Xxxx-Xxxxxxx
Expansion Option, as set forth in the Xxxx-Xxxxxxx Lease, as to the 7th
Floor Space or Landlord's receipt of a written waiver from Xxxx-Xxxxxxx
of the Xxxx-Xxxxxxx Expansion Option, an offer to lease the 7th Floor
Space to CapitalSource on the terms set forth in Landlord's 7th Floor
Offer, which offer shall be accepted or rejected at CapitalSource's
option. '7th Floor Space' means only that office space located on the
7th floor of the Building and shown on Exhibit Q attached to this Lease,
as said space may become available for lease after the expiration of the
term, or earlier termination, of the existing lease between Landlord and
the tenant of said 7th Floor Space as of the date upon which
Xxxx-Xxxxxxx is entitled to exercise the Xxxx-Xxxxxxx Expansion Option.
The 7th Floor Space shall be offered to and accepted (if at all) by
CapitalSource on the terms and conditions set forth in Landlord's offer
to CapitalSource as to such 7th Floor Space ('Landlord's 7th Floor
Offer'), which Landlord's 7th Floor Offer shall provide that the
proposed Base Rent Per Annum shall be the prevailing market rent, as
determined pursuant to Section 3.5(a) of this Lease.
31.2 Notice; Exercise. CapitalSource shall give to
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Landlord written notice of CapitalSource's exercise of its option to so
lease the 7th Floor Space within thirty (30) days after the date on
which Landlord gives Landlord's 7th Floor Offer to CapitalSource. If
CapitalSource shall fail to exercise its option to lease the 7th Floor
Space within said thirty (30) days after the date on which Landlord's
7th Floor Offer is so given by Landlord, then Landlord shall be free to
offer to lease and to lease such 7th Floor Space to others and
CapitalSource's right to lease said 7th Floor Space shall be void and of
no force or effect for the remainder of the Term of this Lease
(CapitalSource's right hereunder being a one-time right as to such 7th
Floor Space), and Landlord may lease said 7th Floor Space to others upon
such terms and for such periods as shall be acceptable to Landlord (it
being agreed that time shall be of the essence in CapitalSource's
delivery of the aforesaid notice to Landlord and that, if such written
notice is not so delivered within the time aforesaid, Landlord will rely
to its detriment on CapitalSource's failure to give such written
notice).
31.3 Execution of Lease or Lease Amendment. Within thirty (30)
days (subject to written extension by Landlord) after the date
CapitalSource gives written notice to Landlord of the exercise of
CapitalSource's option hereunder, Landlord and CapitalSource shall
execute an amendment to this Lease (or, at Landlord's option, a new
lease as to said 7th Floor Space) setting forth the terms set forth in
Landlord's 7th Floor Offer. If CapitalSource shall fail to execute said
lease amendment (or said new lease, as the case may be) for the 7th
Floor Space within such thirty (30) day period (as the same may be
extended as aforesaid), then Landlord shall have the right, at
Landlord's option exercisable by written notice to CapitalSource: (a) to
cancel the exercise by CapitalSource of CapitalSource's option and to
offer to lease and to lease such 7th Floor Space to others upon such
terms and conditions as shall be acceptable to Landlord, and to hold
CapitalSource liable for any damages to Landlord from such cancellation,
or (b) to not cancel the exercise by CapitalSource of CapitalSource's
option, in which case CapitalSource shall remain bound by the exercise
thereof and CapitalSource shall be deemed to be in default of this
Lease.
31.4 Miscellaneous Provisions. Nothing set forth in this Article
XXXI shall be construed to give CapitalSource a superior right to lease
the 7th Floor Space in lieu of Xxxx-Xxxxxxx'x right to lease such 7th
Floor Space pursuant to the Xxxx-Xxxxxxx Expansion Option. Any lease of
the 7th Floor Space entered into pursuant to the terms of this Article
XXXI shall be effective upon the date of the amendment to this Lease (or
upon the date of such new lease, as the case may be) and the term
thereof and the obligation to pay rental thereunder shall commence upon
the date determined pursuant to the provisions of Landlord's 7th Floor
Offer, as set forth in such
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amendment or new Lease. During the period that any Landlord's 7th Floor
Offer is outstanding, Landlord may proceed with negotiations with
prospective tenants other than CapitalSource with respect to any or all
of the 7th Floor Space in question, provided that Landlord may only
enter into leases with respect to the 7th Floor Space upon complying
with all of the terms and conditions regarding CapitalSource's right of
first offer, as set forth in this Article XXXI. CapitalSource may only
take the 7th Floor Space hereunder in whole but not in part."
5. The definition of "Parking Permits" in Section 1.17 of the Lease is
hereby amended with respect to all periods beginning on and after the Third
Expansion Space Commencement Date by inserting the following language at the end
thereof:
"Notwithstanding the foregoing, commencing on the Third
Expansion Space Commencement Date, Tenant shall have the right to use an
additional thirty-nine (39) Parking Permits as provided in Article XXIV
of this Lease."
6. Article X of the Lease (captioned "Signage") is hereby amended by
adding a new section to the end thereof:
"10.2 Notwithstanding the foregoing, and provided that (i)
Xxxx-Xxxxxxx no longer has an exclusive right to signage on the exterior
of the Building, (ii) CapitalSource is occupying more rentable square
footage in the Building than any other tenant and (iii) CapitalSource is
occupying at least seventy-five percent (75%) of the Premises,
CapitalSource shall have the right to display a sign on the facade of
the Building, above the lobby level, at a location selected by Landlord.
CapitalSource shall submit to Landlord CapitalSource's plans and
specifications for any proposed exterior sign, which plans and
specifications (including, but not limited to, the materials, design,
color and method of fabrication thereof) shall be subject to Landlord's
prior written approval, in Landlord's sole and absolute discretion.
CapitalSource shall be responsible for the installation, maintenance,
repair and replacement of any exterior signage and shall bear all costs
thereof. At all times during the Term that any approved exterior signage
is displayed on the Building, CapitalSource shall
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ensure that such signage complies with all applicable laws and
governmental regulations and shall maintain such signage in compliance
with the requirements of this Lease."
7. Article XXIV of the Lease (captioned "Parking") is hereby amended by
adding thereto a new section, to read as follows:
"24.4 Notwithstanding the foregoing, Tenant's Parking Spaces
shall include Parking Permits for two (2) reserved parking spaces (in
lieu of 2 unreserved spaces), subject to relocation from time to time,
the monthly rent for which shall be the market rent for such spaces, as
determined from time to time by Landlord or the Garage Operator. Tenant
acknowledges that Landlord shall have no obligation to enforce the
parking restriction in said signs and no liability for any failure to
do so or for any impermissible parking which occurs that blocks any
such space, and that Tenant's obligations under this Lease shall remain
in full force and effect notwithstanding the fact any such space is
blocked by impermissible parking. Any enforcement of such reserved
parking spaces shall be at Tenant's sole cost and expense, and Tenant
hereby indemnifies Landlord against, and holds Landlord harmless from,
any and all costs (including, but not limited to, court costs and
reasonable attorneys' fees), damages, claims, losses and causes of
action arising out of the posting of any such signs and the enforcement
of the restriction set forth therein."
8. If requested by Landlord at any time during the Term, Tenant shall
promptly execute a declaration in the form attached hereto as Exhibit D-3.
9. The Lease is further amended by inserting therein Exhibit X-0,
Xxxxxxx X, Xxxxxxx X, Xxxxxxx P and Exhibit Q attached hereto, which Exhibit
D-3 ,Exhibit N, Exhibit O, Exhibit P and Exhibit Q are hereby incorporated into
the Lease by reference.
10. Landlord and Tenant represent and warrant to each other that the
person signing this Third Amendment on its behalf has the
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requisite authority and power to execute this Third Amendment and to thereby
bind the party on whose behalf it is being signed.
11. Landlord and Tenant represent and warrant to each other that, except
as hereinafter provided, neither of them has employed any broker in procuring or
carrying on any negotiations relating to this Third Amendment. Landlord and
Tenant shall indemnify and hold each other harmless from any loss, claim or
damage relating to the breach of the foregoing representation and warranty by
the indemnifying party. Landlord recognizes only The Xxxxx Group, Ltd., as
Tenant's agent, and Insignia/ESG, Inc., as agent of Landlord, as brokers with
respect to this Third Amendment and agrees to be responsible for the payment of
a commission to said brokers pursuant to separate agreements with said brokers.
12. Except as expressly amended and modified herein, all terms,
conditions 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 Third Amendment, the terms and
conditions of this Third Amendment shall govern and control.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Third
Amendment to Office Lease Agreement as of the day and year first hereinabove
written.
LANDLORD
WITNESS: CHASE TOWER ASSOCIATES, L.L.C., a
Delaware limited liability company
By: JBG/CHASE TOWER INVESTORS,
L.L.C., a Delaware limited
liability company
By: JBG/BANNOCKBURN PARTNERS,
L.L.C., a Delaware limited
liability company, its
Managing Member
/s/ Xxxxxxx XxXxxx By: /s/ XXXXX X. XXXXXXX
-------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------
Its: Managing Member
------------------------
TENANT
ATTEST: CAPITALSOURCE FINANCE LLC, a
Delaware liability company
By: /s/ By: /s/ XXXXXX X. XXXXXXX [SEAL]
------------------------- -------------------------------
Name: Name: XXXXXX X. XXXXXXX
----------------------- -----------------------------------
Its: Vice President Its: Senior Vice President & Chief Legal Officer
------------------------ ------------------------------------
208351
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EXHIBIT D-3
DECLARATION BY LANDLORD AND TENANT
AS TO DATE OF DELIVERY AND ACCEPTANCE OF
POSSESSION, THIRD EXPANSION SPACE COMMENCEMENT, DATE, ETC.
This Certificate is being provided pursuant to that certain Third
Amendment to Office Lease Agreement dated as of ___________, 2003(the "Third
Amendment"), by and between CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited
liability company ("Landlord") and CAPITALSOURCE FINANCE LLC, a Delaware limited
liability company ("Tenant"). The parties to the Lease desire to confirm the
following:
The Third Expansion Space Commencement Date is _________, 2004.
The term of the Lease with respect to the Original Premises, the
Expansion Space, the Second Expansion Space and the Third Expansion Space shall
expire at Midnight on May 31, 2013.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Certificate
under seal on ___________________, _____.
LANDLORD
WITNESS: CHASE TOWER ASSOCIATES, L.L.C., a
Delaware limited liability company
By: JBG/CHASE TOWER INVESTORS,
L.L.C., a Delaware limited
liability company
By: JBG/BANNOCKBURN PARTNERS,
L.L.C., a Delaware limited
liability company, its
Managing Member
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
D-3-1
TENANT
ATTEST: CAPITALSOURCE FINANCE LLC, a
Delaware liability company
By: By: [SEAL]
------------------------------- ---------------------------------
Name: Name:
----------------------------- -------------------------------------
Title: Title:
---------------------------- -------------------------------------
D-3-2
EXHIBIT N
PLAN SHOWING THIRD EXPANSION SPACE
N-1
EXHIBIT O
THIRD EXPANSION SPACE SHELL CONDITION
Structure Concrete frame with deck, 80 lbs/ sq. ft. live load capacity.
20 lbs/ sq. ft. partition load.
Exterior Architectural precast concrete and stone with low-E insulated
windows and curtainwall.
Column Spacing Varies 30 feet x 30 feet typical
Roof Modified bituminous roofing with a 20-year warranty.
Floor to Floor 11.5 feet typical
Finished
Ceiling Height 9 feet on typical office floors
HVAC System The HVAC system will be floor by floor, water cooled,
self contained, variable air volume (VAV), air conditioning
units. System allows for independent operation on each floor.
Typical office area HVAC units will be sized for 300 sq. ft.
per ton. The costs and installation of VAV boxes shall be
Tenant's responsibility.
Building HVAC design criteria shall be:
Heating: Maintain tenant area space temperature at 70 degrees F DB
+/-2 degrees, when outdoor temperature is 10 degrees F DB.
Indoor relative humidity is expected to be approximately 25%
+/- 5%.
Cooling: Maintain tenant area space temperature at 75 degrees
F DB +/-2 degrees, indoor relative humidity 50%, when outdoor
temperature is 95 degrees F DB and 78 degrees WB (ASHRAE 1%).
O-1
Fresh air will be provided to each mechanical room via medium
pressure ducted risers and VAV valves at the rate of 20 CFM
per person consistent with current ASHRAE Guidelines.
A roof mounted cooling tower will provide condenser water to
risers with valved taps at each floor for future tenant 24
hr. / 7 day supplemental units. There will be approximately
100 tons of capacity dedicated to all office tenant
prospective needs. The condenser water will be metered for
each tenant.
Electrical System Three (3) electrical service entrances with utility company
transformers located in vaults on exterior of building will
supply three phase, four-wire 480/277-volt service. Typical
building electrical distribution system will include plug in
bus duct risers (2 per floor); double section high and low
voltage panels and K-13 rated transformers. Power available
for tenant use will be 6.0 xxxxx/sq. ft low voltage and 3.5
xxxxx/sq. ft. high voltage for lighting. Power
systems/capacities will be upgradeable for tenant
flexibility.
Space will be allotted within the first level of the parking
garage below grade for a future tenant generator.
Life Safety Fire standpipe and base building fire alarm system will be
installed per high rise building code. Upturned sprinkler
heads will be provided in accordance with NFPA 13 at a
spacing of one head per 225 sq. ft. The base system will be
sized to support a sprinkler head density of 125 sq. ft.
per head. Fire Alarm system will be a fully supervised,
non-coded, addressable analog initiating, voice alarm
system conforming to ADA and BOCA high rise codes. An
emergency generator will be provided for elevator recall,
fire pump, stair pressurization, emergency lighting, fire
alarm, and other life safety systems.
O-2
Wet Columns Two wet columns are provided per floor for use by Tenant.
Each wet column consists of: sanitary, plumbing vent and
domestic water supply.
Window Coverings One inch aluminum, white slat venetian blinds.
Energy Management An automated, direct digital control energy management system
will be installed under base building.
Elevators Five traction passenger elevators, 400 feet per minute,
with 4,000 lb. capacity. One of these is a dual use
passenger/service elevator with a rear door opening to a
service corridor on the 1st floor.
Security System Perimeter, elevators, and garage.
Rest Rooms One set of women's and men's restrooms will be fully finished
on each floor with base building.
Typical
Floor Lobbies Typical floor lobby finishes and finishes to corridors
connecting stairs will be included in tenant allowance.
Fiber Optics Telephone and fiber optics sources will be available
via trunk lines located adjacent to the property. Vertical
riser sleeves are provided at each floor telephone closet
to accommodate future T-1 lines for connection to the
Internet.
Parking Attendant assisted parking totaling 407 spaces or
approximately 1.8 spaces per 1000 rentable square feet.
Bike Lockers Bike Racks are provided in the parking garage for use of the
tenants.
O-3
EXHIBIT P
11TH FLOOR SPACE
P-1
EXHIBIT Q
7TH FLOOR SPACE
Q-1
