SECOND AMENDMENT TO LEASE
Exhibit 10.11
SECOND AMENDMENT TO LEASE
This Second Amendment to Lease dated as of July 3, 2001 (this “Second Amendment”), is made by
and between Westlake North Associates, LLC, a Delaware limited liability company (“Landlord”), and
xxxxxxxxx.xxx, Inc., a Delaware corporation (“Tenant”).
RECITALS
A. Landlord and Tenant entered into that certain Standard Office Lease Form, Westlake North
Business Park dated March 7, 2000, with regard to the premises constituting Building I
of the Project, located at 00000 Xxxxxxx Xxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, and amended the
lease by a “First Amendment to Lease” dated February, 2001 (collectively, the “Lease").
B. Landlord also owns Building II and Building III in the Project. Pursuant to Exhibit I of
the Lease, Right of First Offer (Leasing and Sale of Project) (“Exhibit I”), Tenant had a right of
first offer, pursuant to the terms of Exhibit I, to lease space in Building II and Building III of
the Project.
C. In contemplation of the pending sale of the real property (the “Property”) of which the
premises under the Lease are a part to Xxxxxx Brothers Investment LLC, a California limited
liability company (“Xxxxxx”), Landlord and Tenant now desire to amend and modify the Lease to,
among other things, delete Exhibit I from the Lease and to agree to enter into a separate agreement
reflecting the rights and obligations of Landlord and Tenant as set forth in Section 1 of Exhibit
I.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord and Tenant hereby further amend the Lease as follows:
1. Landlord and Tenant agree that effective upon the Effective Date (defined below), Exhibit
I, Right of First Offer (Leasing and Sale of Project) shall be deleted from the. Lease
in its entirety; and any and all rights contained in said Exhibit I (or contained elsewhere in the
Lease) pertaining to Tenant’s right of first offer to lease space in Buildings II and III in the
Project and right of first offer with respect to a sale of the Project or Building shall terminate
and shall be of no further force and effect vis-a-vis Xxxxxx and Tenant.
2. Landlord and Tenant acknowledge that vis-a-vis Landlord, as owner of Building II and
Building III, and Tenant, Tenant continues to have a right of first offer as described in Section 1
of Exhibit I only with respect to Building II in the Project.
3. Tenant acknowledges and agrees with Landlord that Tenant waived and
has no further rights as described in Section 1 of Exhibit I with respect to Building III in
the Project.
4. Tenant acknowledges and agrees with Landlord that Tenant waived and has no further rights
with respect to the sale of the Project or Building under Section 2 of Exhibit I.
5. Prior to or concurrently herewith, Landlord and Tenant have entered into that certain Right
of First Offer of even date herewith (the “Right of First Offer”) wherein Landlord, as owner of
Building II and Building III in the Project, grants to Tenant the rights contained in Section 1 of
Exhibit I with respect to Building II.
6. Notwithstanding the execution by Tenant and Landlord of this Second Amendment or the Right
of First Offer or anything to the contrary contained herein or therein, this Second Amendment shall
not be effective unless and until the sale of the Property by Landlord to Xxxxxx is consummated
(i.e., when a deed conveying title to the Property to Xxxxxx is recorded in the Official Records),
the date of said recording of said deed being referred to herein as the “Effective Date.” From and
after the Effective Date, this Second Amendment shall be valid and effective and binding upon the
parties hereto and their respective successors and assigns, and (i) any and all provisions in the
Lease which create obligations on the part of Xxxxxx, its successors or assigns, as the landlord
thereunder, with respect to the Project as a whole or either of Building II or Building III shall
be of no further force or effect, and (ii) the terms and provisions of the Lease shall not be
construed to impose any obligations on the part of Westlake North Associates, LLC for the benefit
of the Project or Tenant. In addition, with respect only to Section 9.5 of the Lease, the
term “Project” shall mean Building I only.
7. Section 15.8(b) of the Lease is hereby amended to delete and to eliminate the last
paragraph thereof (which starts and ends with the following language: “However, in the event
Landlord wishes ... Tenant’s exclusive parking spaces”).
8. All terms not defined herein shall have the same meaning as the defined terms in the Lease.
9. As modified herein, the Lease remains in full force and effect.
10. This Second Amendment may be executed in one or more counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute one and the same instrument.
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| “Landlord” | “Tenant” | |||||||
| WESTLAKE NORTH ASSOCIATES, LLC, a Delaware limited liability company |
xxxxxxxxx.xxx, Inc., a Delaware corporation | |||||||
| By: | IDS Westlake North Associates, LLC, | |||||||
| California limited liability company | By: | /s/ Xxxxxxxxx Xxxxxx | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx | Name: | Xxxxxxxxx Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxxxx | Title: | Senior Vice President, | |||||
| Title: | Managing Director | Human Resources and Administration | ||||||
| By: | /s/ Xxxx Xxxxxxxx | |||||||
| Name: | Xxxx Xxxxxxxx | |||||||
| Title: | Chief Operating Officer | |||||||
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