FIFTH AMENDMENT TO LEASE (8383 Wilshire Boulevard)
Exhibit 10.1(e)
FIFTH AMENDMENT TO LEASE
(0000 Xxxxxxxx Xxxxxxxxx)
(0000 Xxxxxxxx Xxxxxxxxx)
THIS FIFTH AMENDMENT TO LEASE (“Fifth Amendment”) is made and entered into as of the 31st day
of January, 2006, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership
(“Landlord”) and SPARK NETWORKS PLC (formerly known as MatchNet plc), a public limited company
organized and existing under the laws of England and Wales and qualified to do business in
California (“Tenant”).
RECITALS
A. Landlord and Tenant entered into that certain Standard Office Lease dated as of
September 1, 2000 (“Original Lease”), as amended by that certain First Amendment to Lease
dated as of September 5, 2000 (“First Amendment”), that certain Second Amendment to Lease
dated as of January 16, 2003 (“Second Amendment”), that certain Third Amendment to Lease
dated as of October 30, 2003 (the “Third Amendment”), and that certain Fourth Amendment to
Lease dated as of May 14, 2004 (the “Fourth Amendment”), whereby Landlord leased to Tenant
and Tenant leased from Landlord certain office space (“Expanded Premises”) located in that
certain building located and addressed at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx
(the “Building”). The Original Lease, as amended by the First Amendment, the Second Amendment,
the Third Amendment and the Fourth Amendment, are sometimes collectively referred to herein
as the “Lease.”
B. The Lease expires in accordance with its terms on July 31, 2006 (“Expiration
Date”).
C. Notwithstanding the foregoing, by this Fifth Amendment, Landlord and Tenant
desire to reduce the Expanded Premises by 1,705 rentable square feet, extend the Term of the
Lease for a period of twelve (12) months, and to otherwise modify the Lease as provided
herein.
D. Unless otherwise defined herein, capitalized terms as used herein shall have the
same meanings as given thereto in the Lease.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1. The Premises. Landlord and Tenant hereby agree that pursuant to the Lease,
Landlord currently leases to Tenant and Tenant currently leases from Landlord that certain office
space in the Building containing 26,660 rentable square feet, consisting of Suites 800, 809, 810
and 840, located on the eighth (8th) floor of the Building (the “Expanded Premises”), as
outlined on Exhibit “A” to the Lease. During the Extended Term, Tenant shall continue to lease and
occupy all of the Expanded Premises, provided Tenant shall surrender Suite 840 and Landlord shall
accept surrender of Suite 840, consisting of 1,705 rentable square feet, in its current “as is”
condition. Accordingly, for purposes of this Fifth Amendment, Tenant shall continue to lease
Suites 800, 809 and 810, consisting of 24,955 rentable square feet, which space shall be
hereafter be known and referred to as the “Premises.”
2. Extended Term. The Expiration Date shall be extended such that the Lease shall
terminate on July 31, 2007 (“New Termination Date”). The period from August 1, 2006 (the
“New Commencement Date”) through the New Termination Date, shall be referred to herein as
the “Extended Term.” Tenant shall not have any right to extend the Lease beyond the Extended
Term; accordingly Article 31 of the Original Lease is deleted.
3. Monthly Basic Rental. Notwithstanding anything to the contrary in the Lease,
during the Extended Term, Tenant shall pay, in accordance with the terms of the Lease, as
amended by the provisions of this Section 3, Monthly Basic Rental for the Premises equal to
Fifty Six Thousand One Hundred Forty Eight and 75/100 ($56,148.75), based on $2.25 per
rentable square foot.
4. Base Year; Tenant’s Proportionate Share. Notwithstanding anything to the
contrary contained in the Lease, during the Extended Term, (i) the Base Year shall mean the
2006 calendar year, and (ii) Tenant’s Proportionate Share of any increase in Direct Costs for
the
Premises shall be 5.89%.
5. Condition of the Premises. Tenant acknowledges that it currently occupies the
Premises, and Tenant hereby agrees to accept the Premises in its “as-is” condition and Tenant
hereby acknowledges that Landlord shall not be obligated to provide or pay for any improvement
work or services related to the improvement of the Premises during the Extended Term. Tenant
also acknowledges that Landlord has made no representation or warranty regarding the condition
of the Premises. Notwithstanding anything to the contrary contained in the Lease, Tenant shall
not be obligated to remove the Alterations installed in the Premises as of the date of this
Fifth
Amendment as a condition of Tenant’s surrender of the Premises.
6. Services. Notwithstanding anything to the contrary contained in Article 11 of the
Lease, Landlord shall, subject to reimbursement under Article 3 of the Lease, have the
restrooms
contained on the floor on which the Premises are located cleaned two (2) times per day, five
days
per week, except for national and local holidays. Subject to availability, Tenant may elect to
have additional janitorial services, provided that any services provided by Landlord to Tenant
in
addition to the foregoing shall be at Tenant’s sole cost and expense.
7. Security Deposit. Tenant has previously deposited with Landlord Fifty Two
Thousand Nine Hundred Sixty Three and 27/100 Dollars ($52,963.27) as a Security Deposit
under the Lease. Landlord shall continue to hold the Security Deposit in accordance with the
terms and conditions of Article 4 of the Lease.
8. Brokers. Each party represents and warrants to the other that other than
Cresa Partners (“Broker”), no broker, agent or finder negotiated or was instrumental in negotiating
or consummating this Fifth Amendment. Each party further agrees to defend, indemnify and hold
harmless the other party from and against any claim for commission or finder’s fee by any entity
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other than Broker who claims or alleges that they are entitled to a commission based on the
acts of the indemnifying party.
9. Defaults. Tenant and Landlord hereby represent and warrant to the other that, as
of the date of this Fifth Amendment, each party is in full compliance with all terms,
covenants
and conditions of the Lease and to such party’s current knowledge, there are no breaches or
defaults under the Lease by Landlord or Tenant, and that neither party knows of any events or
circumstances which, given the passage of time or notice or both, would constitute a default
under the Lease by either Landlord or Tenant.
10. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ANY RIGHT
TO TRIAL BY JURY IN ANY ACTION SEEKING SPECIFIC PERFORMANCE OF ANY
PROVISION OF THE LEASE (AS AMENDED BY THIS FIFTH AMENDMENT), FOR
DAMAGES FOR ANY BREACH UNDER THE LEASE (AS AMENDED BY THIS FIFTH
AMENDMENT), OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT OR REMEDY
UNDER THE LEASE (AS AMENDED BY THIS FIFTH AMENDMENT); PROVIDED THAT
IF SUCH WAIVER IS DETERMINED NOT TO BE ENFORCEABLE UNDER APPLICABLE
LAWS, THE PARTIES HEREBY AGREE TO PROCEED WITH JUDICIAL REFERENCE
PURSUANT TO CIVIL PROCEDURE CODE 638 ET SEQ, AS IT MAY BE AMENDED,
REPLACED OR SUPPLEMENTED FROM TIME TO TIME, EXCEPT AS TO ANY
SUMMARY PROCEEDING.
11. No Further Modification. The following terms shall be of no further force and
effect during the Extended Term: The entire Fourth Amendment, other than Section 6 (Security
Deposit). Except as set forth in this Fifth Amendment, all of the terms and provisions of the
Lease shall apply to the Premises during the Extended Term, are hereby expressly ratified, and
shall remain unmodified and in full force and effect. Effective as of the date hereof, all
references to the “Lease” shall refer to the Lease, as amended by this Fifth Amendment.
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IN WITNESS WHEREOF, this Fifth Amendment has been executed as of the day and year first above
written.
| “LANDLORD” | “TENANT” | |||
| ARDEN REALTY LIMITED | SPARK NETWORKS PLC, a public limited | |||
| PARTNERSHIP, a Maryland limited | Company organized and existing under the | |||
| partnership | laws of England and Wales | |||
BY:
|
Arden Realty, Inc., | By: /s/ XXXXX X. XXXXXXXX | ||
| a Maryland corporation | Name: XXXXX X. XXXXXXXX | |||
| Its: general partner | Its: CHIEF EXECUTIVE OFFICER | |||
| By: /s/ Xxxx X. Xxxxxxxx | ||||
| Name: Xxxx X. Xxxxxxxx | ||||
| Its: CFO | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxxx
|
|||
| Xxxxxx X. Xxxxxxxxx | ||||
| Its: | Executive Vice President | |||
| Operations and Leasing |
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