FIRST AMENDMENT TO LEASE
Exhibit 10.12
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is dated for reference purposes as of May
1, 2008, by and between XXXXX REIT ONE WILSHIRE LP, a Delaware limited partnership (“Landlord”),
and CRG WEST ONE WILSHIRE, L.L.C., a Delaware limited liability company (“Tenant”).
R
E C I T A L S :
A. Landlord and Tenant entered into that certain Lease dated as of August 1, 2007
(the “Lease”), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord
certain space (the “Existing Premises”) consisting of approximately 161,808 rentable square
feet
within that certain office building located at 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
(the
“Building”), as more particularly described in the Lease.
B. Landlord and Tenant now desire to amend the Lease to modify various terms and
provisions of the Lease, all as hereinafter provided.
A G R E E M E N T :
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 agree as follows:
1. Capitalized Terms. Except as otherwise expressly provided herein to the contrary,
all capitalized terms used in this First Amendment shall have the same meaning given such terms in
the Lease.
2. First Amendment Additional Conduits. During the applicable period (each, a “First
Amendment Additional Conduits Term”) commencing on the applicable commencement date set forth in
the following schedule and ending coterminously with the initial Lease Term for the Existing
Premises (i.e., July 31, 2017) (without limiting Section 3(d) below or any other renewal/extension
rights of Tenant), Tenant shall have the right, at Tenant’s sole cost, to install and, after
installation, the exclusive right to use, the following four-inch (4”) conduits identified by the
applicable defined terms and conduit numbers specified in the following schedule and connecting the
applicable floors of the Building specified in the following schedule (collectively, the “First
Amendment Additional Conduits”).
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| Defined Term for | ||||||||
| Applicable First | Commencement | |||||||
| Amendment | Quantity of | Conduit | Connecting | Date of | ||||
| Additional Conduits | Conduits | Numbers | Floors | Applicable Term | ||||
| “4/7 Additional Conduits” | 2 | 3000, 3001 | 4th and 7th | May 1, 2008 | ||||
| “2/4 Additional Conduits” | 4 | 3002, 3003, 3004, 3005 | 2nd and 4th | July 1, 2008 | ||||
| “19/27 Additional Conduits” | 2 | 3008, 3009 | 19th and 27th | July 14, 2008 |
The First Amendment Additional Conduits shall be installed by Tenant in accordance with
Sections 6.9 and 8.1 of the Lease and in exact locations as shall be designated by Landlord.
For purposes of the Lease, as hereby amended, the First Amendment Additional Conduits shall be
deemed to be part of the Supplemental Equipment and the areas of the Building in which the
First Amendment Additional Conduits are located shall be deemed to be part of the Supplemental
Areas. Except as provided in Section 3 below, all of the TCCs of the Lease related to the
Supplemental Equipment and Supplemental Areas shall apply with respect to the First Amendment
Additional Conduits (including, without limitation, Tenant’s compliance with and satisfaction
of the Special Use Conditions set forth in Section 2,1 of the Summary attached to the Lease,
and Tenant’s compliance with the TCCs of Section 6.9 of the Lease). For purposes of Article 14
of the Original Lease, the First Amendment Additional Conduits shall be deemed part of the
Conduits.
3. First
Amendment Additional Conduits Rent. Notwithstanding Section 2 above to
the contrary, the first sentence of the second (2nd) paragraph of Section 6.9.10
of the Lease shall not apply with respect to the First Amendment Additional Conduits, it
being agreed that, during the applicable First Amendment Additional Conduits Term, Tenant
shall pay to Landlord rent (the “First Amendment Additional Conduits Rent”) for the right to
use the First Amendment Additional Conduits (regardless of whether any such First Amendment
Additional Conduits are actually used by Tenant) in accordance with the following schedules:
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(a) The First Amendment Additional Conduits Rent payable for the 4/7 Additional
Conduits shall be as follows:
| Period of | Annual | Monthly Installment | ||
| Additional Conduits | First Amendment | of First Amendment | ||
| Term | Additional Conduits Rent | Additional Conduits Rent | ||
| 5/1/08-4/30/09 | $24,000.00 | $2,000.00 | ||
| 5/1/09-4/30/10 | $24,720.00 | $2,060.00 | ||
| 5/1/10-4/30/11 | $25,461.60 | $2,121.80 | ||
| 5/1/11-4/30/12 | $26,225.40 | $2,185.45 | ||
| 5/1/12-4/30/13 | $27,012.12 | $2,251.01 | ||
| 5/1/13-4/30/14 | $27,822.48 | $2,318.54 | ||
| 5/1/14-4/30/15 | $28,657.20 | $2,388.10 | ||
| 5/1/15-4/30/16 | $29,516.88 | $2,459.74 | ||
| 5/1/16-4/30/17 | $30,402.36 | $2,533.53 | ||
| 5/1/17-7/31/17 | $31,314.48 | $2,609.54 |
(b) The First Amendment Additional Conduits Rent payable for the 2/4
Additional Conduits shall be as follows:
| Annual | Monthly Installment | |||
| Period of | First Amendment | of First Amendment | ||
| Additional Conduits Term | Additional Conduits Rent | Additional Conduits Rent | ||
| 7/1/08-6/30/09 | $24,000.00 | $2,000.00 | ||
| 7/1/09-6/30/10 | $24,720.00 | $2,060.00 | ||
| 7/1/10-6/30/11 | $25,461.60 | $2,121.80 | ||
| 7/1/11-6/30/12 | $26,225.40 | $2,185.45 | ||
| 7/1/12-6/30/13 | $27,012.12 | $2,251.01 | ||
| 7/1/13-6/30/14 | $27,822.48 | $2,318.54 | ||
| 7/1/14-6/30/15 | $28,657.20 | $2,388.10 | ||
| 7/1/15-6/30/16 | $29,516.88 | $2,459.74 | ||
| 7/1/16-6/30/17 | $30,402.36 | $2,533.53 | ||
| 7/1/17-7/31/17 | $31,314.48 | $2,609.54 |
(c) Tenant shall not be obligated to pay
any rent for the 19/27 Additional Conduits
during the initial First Amendment Additional Conduits Term therefor.
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(d) If Tenant exercises its option(s) to extend the Lease Term pursuant to Section 2.2 of the
Lease, Tenant shall also have the right to extend any or all of the applicable First Amendment
Additional Conduits Term(s) for the applicable First Amendment Additional Conduits to which such
applicable First Amendment Additional Conduits Term(s) pertains, in which event the TCCs of
Section 2.2 of the Lease shall apply with respect to such applicable First Amendment Additional
Conduits for which the applicable extension option has been exercised, except that the First
Amendment Additional Conduits Rent payable by Tenant for such applicable First Amendment
Additional Conduits during the applicable Option Term therefor shall be equal to the following:
(i) for the 19/27 Additional Conduits, $5,375.67 per month for each month during the first
(1st) year of the first Option Term, which monthly amount shall thereafter be increased
annually at a rate of (3%) per annum on a cumulative, compounded basis for each subsequent year of
the first and any succeeding Option Term; and (ii) for the 4/7 Additional Conduits and 2/4
Additional Conduits, the product of (A) the monthly applicable First Amendment Additional Conduits
Rent payable by Tenant for such applicable First Amendment Additional Conduits during the last
month of the applicable initial First Amendment Additional Conduits Term therefor (or the
preceding Option Term for such applicable First Amendment Additional Conduits, as the case may
be), and (B) 1.03, which monthly amount shall thereafter be increased annually at a rate of three
percent (3%) per annum on a cumulative, compounded basis. No other amounts shall be payable for
the First Amendment Additional Conduits during the applicable Option Term(s). If Tenant does not
exercise its option to extend hereunder for a particular First Amendment Additional Conduit(s),
then for the applicable Option Term(s) for which the extension option hereunder has not been
exercised, Tenant shall have no right to use such First Amendment Additional Conduit(s) (for which
the extension option hereunder has not been exercised) and no obligation to pay any rent or other
amounts for such First Amendment Additional Conduit(s). Notwithstanding anything to the contrary
in the Lease, the parties acknowledge and agree that, although Tenant has extension options with
respect to the First Amendment Additional Conduits hereunder, if the Lease Term for the Premises
(or applicable Identified Portion, as defined in the Lease) is extended for an Option Term(s),
Tenant’s rights with respect to all other Supplemental Space and Supplemental Equipment (and all
other rights of Tenant under the Lease, as amended) shall be automatically extended for such
Option Term(s).
4. Additional Premises. Effective as of the Additional Premises Commencement Date (as
defined below), the Existing Premises shall be expanded to include (and Tenant shall lease from
Landlord, and Landlord shall lease to Tenant, coterminously with Tenant’s lease of the Existing
Premises) additional space in the Building (collectively, the
“Additional Premises”) consisting of
approximately 314 rentable square feet of space, commonly known as Suites 805A and 805B, and
depicted on Exhibit A attached hereto. As used herein, the “Additional Premises
Commencement Date” shall mean July 1, 2008. From and after the Additional Premises Commencement
Date, the term “Premises” where used in the Lease (as amended hereby) shall mean the Existing
Premises and the Additional Premises collectively, such that the Premises shall consist of a total
of approximately 162,122 rentable square feet. The Additional Premises shall be leased by Tenant in
its “AS IS” condition on the Additional Premises Commencement Date, without obligation on
Landlord’s part to construct or pay for any improvements or alterations to or for, or provide any
improvement or refurbishment allowance for, the Additional Premises.
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5. Additional Premises Base Rent. The annual Base Rent payable by Tenant for the
Additional Premises shall equal $20.00 per rentable square foot of the Additional Premises per
annum, increased annually at the same times (i.e., on August 1, 2008 and each August 1st
thereafter) and at the same rates (i.e., three percent (3%) cumulative and compounded annual
increases) as applicable for the Existing Premises pursuant to Section 3.2 of the Lease, except
that Tenant shall be obligated to commence payment of the Base Rent for the Additional
Premises effective as of the Additional Premises Commencement Date. For clarification and
ease of reference only, a summary of the Premises and the initial Base Rent payable for the
Premises (inclusive of the Additional Premises) is set forth on Exhibit B attached hereto, which
Exhibit shall, effective as of the Additional Premises Commencement Date, replace the schedule
set forth in Section 13 of the Summary of the Lease. Base Rent is subject to change in
accordance with the provisions of the Lease.
6. Tenant’s Share. As a result of the addition of the Additional Premises to the
Premises pursuant to Section 4 above, effective from and after the Additional Premises
Commencement Date, “Tenant’s Share” under the Lease shall be increased to and equal
24.2201%.
7. No Brokers. Landlord and Tenant hereby represent and warrant to each other that
they have had no dealings with any real estate broker or agent in connection with the negotiation
of this First Amendment and that they know of no real estate broker or agent who is entitled to a
commission in connection with this First Amendment. Each party agrees to indemnify and defend the
other party against and hold the other party harmless from any and all claims, demands, losses,
liabilities, lawsuits, judgments and costs and expenses (including, without limitation, reasonable
attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be
owing on account of the indemnifying party’s dealings with any real estate broker or agent.
8. No Further Modification. Except as set forth in this First Amendment, all of the
terms and provisions of the Lease shall remain unmodified and in full force and effect.
9. Counterparts. This First Amendment may be executed in multiple counterparts, each
of which is to be deemed original for all purposes, but all of which together shall constitute one
and the same instrument.
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| IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above written. |
| “LANDLORD” | XXXXX REIT ONE WILSHIRE LP, a Delaware limited partnership |
|||||
| By: | Xxxxx REIT One Wilshire GP LLC, a Delaware limited liability company |
|||||
| By: | /s/ Xxxxx X. XxXxxxx | |||||
| Name: | Xxxxx X. XxXxxxx | |||||
| Its: | Asset Management Officer | |||||
| “TENANT” | CRG WEST ONE WILSHIRE, L.L.C., a Delaware limited liability company |
|||||
| By: | /s/ Xxxx Xxxxx | |||||
| Name: | Xxxx Xxxxx | |||||
| Its: | SVP | |||||
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EXHIBIT “A”
ADDITIONAL PREMISES
EXHIBIT “A”
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EXHIBIT “A”
ADDITIONAL PREMISES
EXHIBIT “A”
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EXHIBIT “B”
BASE RENT AND PREMISES
| Monthly Base | Annual Base | Annual Base | ||||||||||||||
| Location | RSF | Rent | Rent per RSF | Rent | ||||||||||||
Premises Components
(each of the
following deemed
a Component) |
||||||||||||||||
Suite 110 |
5,152 | $ | 8,586.67 | $ | 20.00 | $ | 103,040.00 | |||||||||
Suite 130 |
715 | $ | 1,191.67 | $ | 20.00 | $ | 14,300.00 | |||||||||
Xxxxx 000 |
2,261 | $ | 3,768.33 | $ | 20.00 | $ | 45,220.00 | |||||||||
Suites 805A and 805B |
314 | $ | 523.33 | $ | 20.00 | $ | 6,280.00 | |||||||||
Xxxxx 000 |
7,186 | $ | 11,976.67 | $ | 20.00 | $ | 143,720.00 | |||||||||
P-5 |
440 | $ | 440.00 | $ | 12.00 | $ | 5,280.00 | |||||||||
P-2 |
568 | $ | 568.00 | $ | 12.00 | $ | 6,816.00 | |||||||||
P-l |
885 | $ | 885.00 | $ | 12.00 | $ | 10,620.00 | |||||||||
Xxxxx 000 |
00 | $ | 94.00 | $ | 12.00 | $ | 1,128.00 | |||||||||
Suite 2860 |
287 | $ | 287.00 | $ | 12.00 | $ | 3,444.00 | |||||||||
Xxxxx 000 |
13,942 | $ | 81,328.33 | $ | 70.00 | $ | 975,940.00 | |||||||||
Xxxxx 000 |
2,128 | $ | 12,413.33 | $ | 70.00 | $ | 148,960.00 | |||||||||
Xxxxx 000 |
5,182 | $ | 30,228.33 | $ | 70.00 | $ | 362,740.00 | |||||||||
Xxxxx 000 |
7,485 | $ | 43,662.50 | $ | 70.00 | $ | 523,950.00 | |||||||||
Xxxxx 000 |
2,839 | $ | 16,560.83 | $ | 70.00 | $ | 198,730.00 | |||||||||
Xxxxx 000 |
5,640 | $ | 32,900.00 | $ | 70.00 | $ | 394,800.00 | |||||||||
Xxxxx 000 |
1,070 | $ | 6,241.67 | $ | 70.00 | $ | 74,900.00 | |||||||||
Suite 1010 |
4,505 | $ | 26,279.17 | $ | 70.00 | $ | 315,350.00 | |||||||||
EXHIBIT “B”
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| Monthly Base | Annual Base | Annual Base | ||||||||||||||
| Location | RSF | Rent | Rent per RSF | Rent | ||||||||||||
Suite 1014 |
1,501 | $ | 8,755.83 | $ | 70.00 | $ | 105,070.00 | |||||||||
Suite 1100 |
13,277 | $ | 77,449.17 | $ | 70.00 | $ | 929,390.00 | |||||||||
Suite 1140 |
6,481 | $ | 37,805.83 | $ | 70.00 | $ | 453,670.00 | |||||||||
Suite 1717 |
2,675 | $ | 15,604.17 | $ | 70.00 | $ | 187,250.00 | |||||||||
Suite 1900 |
24,988 | $ | 145,763.33 | $ | 70.00 | $ | 1,749,160.00 | |||||||||
Suite 2700 |
25,810 | $ | 150,558.33 | $ | 70.00 | $ | 1,806,700.00 | |||||||||
Suite 2800 |
11,654 | $ | 67,981.67 | $ | 70.00 | $ | 815,780.00 | |||||||||
Suite 3100 |
477 | $ | 2,782.50 | $ | 70.00 | $ | 33,390.00 | |||||||||
Xxxxx 000 |
2,206 | $ | 9,191.67 | $ | 50.00 | $ | 110,300.00 | |||||||||
Suite 823B |
338 | $ | 1,408.33 | $ | 50.00 | $ | 16,900.00 | |||||||||
Xxxxx 000 |
2,198 | $ | 9,158.33 | $ | 50.00 | $ | 109,900.00 | |||||||||
Xxxxx 000 |
3,810 | $ | 15,875.00 | $ | 50.00 | $ | 190,500.00 | |||||||||
Suite 902 |
304 | $ | 1,266.67 | $ | 50.00 | $ | 15,200.00 | |||||||||
Suite 930 |
842 | $ | 3,508.33 | $ | 50.00 | $ | 42,100.00 | |||||||||
Suite 1130 |
2,512 | $ | 10,466.67 | $ | 50.00 | $ | 125,600.00 | |||||||||
Suite 1220 |
1,656 | $ | 6,900.00 | $ | 50.00 | $ | 82,800.00 | |||||||||
Suite 1221 |
700 | $ | 2,916.67 | $ | 50.00 | $ | 35,000.00 | |||||||||
Total |
162,122 | $ | 845,327.33 | N/A | $ | 10,143,928.00 | ||||||||||
EXHIBIT “B”
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