Exhibit 10.5
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is entered into as of
_______________, 1999 by and between CALIFORNIA STATE ASSOCIATION INTER-
INSURANCE BUREAU ("Landlord") and CYBERSOURCE CORPORATION, a California
corporation ("Tenant").
R E C I T A L S:
A. Landlord and Tenant entered into that certain Lease dated August 20,
1996 (the "Lease"), pursuant to which Landlord leased to Tenant and Tenant
leased from Tenant that certain office space containing approximately 7,407
rentable square in Suite 300, with the right to expand to Suite 310 containing
an additional 2,700 rentable square feet, in that certain building commonly
known as 000 X. Xxxxxxxxxx Xxxx., Xxx Xxxx, Xxxxxxxxxx;
B. Tenant exercised its right to expand into Suite 310 so that the total
rental square feet leased by Tenant under the Lease became 10,107 rentable
square feet (the "Initial Leased Premises");
C. Subsequent to entering into the Lease, Landlord and Tenant have agreed
to increase the square footage of the Initial Leased Premises by adding certain
expansion space adjacent to the Initial Leased Premises consisting of 1,820
rentable square feet and 1,625 usable square feet in Suite 308 (the "Expansion
Space");
D. Landlord and Tenant wish to enter into this Amendment to confirm the
addition of the Expansion Space, to adjust the base rent payable under the Lease
and to otherwise modify the Lease as provided herein.
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:
1. Capitalized Terms. All capitalized terms used herein shall have the
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same meanings as is given such terms in the Lease unless expressly superseded by
the terms of this Amendment.
2. Premises. Upon the Effective Date, all references to "the premises"
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or to "the Premises" in the Lease shall mean and refer to, collectively, the
Initial Leased Space and the Expansion Space (the "Premises"). Notwithstanding
anything to the contrary contained in the Lease, as of the Effective Date, the
total rentable square footage contained in the Premises shall be to 10,107.
3. Tenant's Share of Excess Operating Expenses. The Tenant's Share of
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Excess Operating Expenses attributable to the Expansion Space is 1.95%. Due to
the increase of
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square footage of the Premises as described above, as of the Effective Date,
Tenant's Share of the Excess Operating Expenses shall be increased to 12.75%.
4. Tenant Improvements. Landlord shall, at Landlord's cost and expense,
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remove the adjoining wall as shown on the plan attached hereto as Schedule 1 and
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recarpet the Expansion Space (the "Expansion Improvements"). By Tenant having
entered and taken possession of the Expansion Space, Tenant shall be deemed to
have accepted the same in their condition existing as of the date of such entry
and subject to all applicable municipal, county, state and federal statutes,
laws, ordinances (including zoning ordinances), and regulations governing and
relating to the use, occupancy or possession of the Expansion Space which forms
a part of the Premises. The "Effective Date" shall be the date on which the
Expansion Improvements have been substantially completed, as reasonably
determined by Landlord. Landlord shall prepare, certify by Landlord's signature
and deliver to Tenant a written statement certifying (a) that the Expansion
Improvements have been substantially completed; and (b) the date of such
completion. Landlord shall diligently complete any items of work not fully
completed (i.e., punch list items) within thirty (30) days after written notice
that an item has not been completed.
5. Base Rent. Commencing on the Effective Date, the base rent payable
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by Tenant for the Premises (including the Expansion Space) shall be as follows:
(a) During the period beginning on the Effective Date and ending on
August 22, 1998, Tenant shall pay Landlord equal monthly installments of base
rent each in the amount of Four Thousand Three Hundred Sixty-Eight and 00/100
Dollars ($4,368.00);
(b) During the period beginning on August 23, 1998 and ending on August
22, 1999 Tenant shall pay Landlord equal monthly installments of base rent each
in the amount of Four Thousand Four Hundred Fifty-Nine and 00/100 Dollars
($4,459.00).
6. Security Deposit. Upon executing this Amendment, Tenant shall give an
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additional security deposit to Landlord in the amount of Four Thousand Three
Hundred Sixty-Eight and 00/100 Dollars ($4,368.00) resulting in the total
Security Deposit under the Lease being Twenty-Five Thousand Three Hundred Fifty-
Seven Dollars and Thirty-Five Cents ($25,357.35).
7. Base Year for Operating Expenses. For purposes of calculating Tenant's
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Share of Excess Operating Expenses, a Base Year of 1996 will be used for the
Initial Leased Premises and a Base Year of 1997 will be used for the Expansion
Space.
8. No Further Modifications. Except as set forth in this Amendment, all of
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the terms and provisions of the Lease shall apply and shall remain unmodified
and shall continue in full force and effect.
9. Conflict. The terms and provisions contained in this Amendment shall
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control in the event of a conflict or inconsistency between this Amendment and
the Lease.
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10. Ratification. Tenant hereby ratifies, reaffirms and remakes as of the
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date hereof each and every term, covenant, provision, representation and
warranty contained in the Lease, as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed as of the day and year
first above written.
"Tenant" "Landlord"
CYBERSOURCE CORPORATION, a CALIFORNIA STATE AUTOMOBILE
California corporation ASSOCIATION INTER-INSURANCE
BUREAU
By:_______________________ By:___________________________
Its:______________________ Its:__________________________
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SCHEDULE 1
DESCRIPTION OF EXPANSION IMPROVEMENTS
See Attached
