FIRST AMENDMENT TO MASTER LEASE AGREEMENT AND FIRST AMENDMENT TO BUILDING LEASES
EXHIBIT
10.27
FIRST
AMENDMENT TO MASTER LEASE AGREEMENT
AND
FIRST AMENDMENT TO BUILDING LEASES
THIS
FIRST AMENDMENT TO MASTER LEASE AGREEMENT AND FIRST AMENDMENT TO BUILDING LEASES
(“First
Amendment”)
is entered into as of October 2, 2006 by SLOUGH SSF, LLC, a Delaware
limited liability company (“Landlord”),
and GENENTECH, INC., a Delaware corporation (“Tenant”),
with reference to the following facts:
A. Landlord
and Tenant are parties to a Master Lease Agreement dated as of November 1,
2004 (the “Agreement”)
which provides for, among other things, the construction of eight office and/or
research and development buildings at the Britannia East Grand Business Park
(the “Center”),
commonly known as 000-000 Xxxx Xxxxx Xxxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx,
and the leasing of such buildings to Tenant pursuant to individual building
leases entered into or to be entered into by Landlord and Tenant pursuant to
the
Agreement (collectively, the “Building
Leases,”
consisting of a Building 1 Lease dated as of November 1, 2004, a
Building 3 Lease dated as of November 1, 2004, a Building 4 Lease
dated as of November 1, 2004, a Building 5/6 Lease dated as of
November 1, 2004, a Building 2 Lease dated as of July 1, 2005, a
Building 7 Lease dated as of March 1, 2006, a Building 8 Lease
dated as of March 1, 2006 and a Building 9 Lease dated as of
March 1, 2006). The Building 7 Lease, Building 8 Lease and
Building 9 Lease are being executed substantially concurrently with this
Agreement, while the remaining Building Leases have already been executed by
the
parties). Terms used as defined terms in this First Amendment but not expressly
defined herein shall have the meanings assigned to such terms in the
Agreement.
B. Landlord
and Tenant wish to update or correct certain Exhibits attached to the Agreement
and to amend or clarify certain other matters set forth in the Agreement and
in
the Building Leases, all as more particularly set forth in this First
Amendment.
NOW,
THEREFORE, in consideration of the mutual obligations set forth herein and
for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, Landlord and Tenant agree as follows:
1. Phase
II Construction Schedules.
The construction schedule for the Phase II Buildings attached to the
Agreement as part of Exhibit B
thereto consisted of a single-line, non-detailed schedule for each Phase II
Building, since the relevant dates were subject to the possible exercise of
Tenant’s right under Section 1(b) of the Agreement to either defer or
accelerate the construction of and Rent Commencement Date for any one or more
of
the Phase II Buildings. Tenant elected to accelerate the construction of
and Rent Commencement Date for Building 2, and the resulting acceleration
of dates is reflected in the terms of the individual Building Lease for
Building 2, which has already been executed by the parties. Tenant did not
exercise its right to elect any such deferral or acceleration for any of the
other Phase II Buildings. Accordingly, the contemplated Rent Commencement
Dates for all of the Phase II Buildings other than Building 2 remain
as set forth in the Agreement and reiterated in Paragraph 3 of this First
Amendment, below, except that as shown in Paragraph 3 below, the parties
have agreed to extend the contemplated Rent Commencement Dates for
Buildings 8 and 9 to May 1, 2008 and July 1, 2008, respectively.
The individual Building Lease for Building 2 included a detailed
construction
schedule approved by the parties at the time that Building Lease was signed.
The
construction schedules attached as Exhibit B
to this First Amendment shall be the operative construction schedules for the
remaining Phase II Buildings (Buildings 7, 8 and 9) as of the date of
this First Amendment, shall replace and supersede the corresponding schedule
attached to the Agreement, and shall be attached to the respective individual
Building Leases for Buildings 7, 8 and 9 when such individual Building
Leases are executed (which is intended to occur substantially concurrently
with
the execution of this First Amendment).
2. Revised
Rent Schedules; Building Square Footages.
The rent schedules attached to the Agreement as Exhibits C-1
through C-5
(i) contained inadvertent clerical errors in the tables for a number of the
Buildings, particularly in the “Total Base Rent” columns, and (ii) were
based on estimated rather than actual square footages for the respective
Buildings (since the actual square footages were not known at the time). Final,
actual square footages as determined by Landlord’s architect and approved by
Tenant’s architect are not yet available for any of the Phase II Buildings,
but are now available for the Phase I Buildings and have been reviewed and
approved by the parties and their respective architects as follows:
|
Building
1
|
107,733
sq ft
|
||
|
Building
3
|
118,981
sq ft
|
||
|
Building
4
|
78,200
sq ft
|
||
|
Building
5/6
|
151,874
sq ft
|
The
“Acknowledgment of Rent Commencement Date” forms attached as Exhibit E
to the respective individual Building Leases contemplate that a copy of the
minimum rent schedule in effect for the applicable Building as of its Rent
Commencement Date will be attached to the “Acknowledgment of Rent Commencement
Date” form for the applicable Building. The rent schedules attached to the
Agreement as Exhibits C-3
through C-5
dealt solely with rents for Phase II Buildings under various deferral or
acceleration scenarios, and are therefore now irrelevant since Tenant did not
elect any deferral or acceleration for any of the Phase II Buildings other
than Building 2 (and the rent schedule set forth in the individual Building
Lease already executed for Building 2 is correct). In light of all of the
foregoing circumstances, Landlord and Tenant agree as follows:
(a) The
rent schedule attached hereto as Exhibit C-1
(the “Phase I
Master Rent Schedule”)
replaces and supersedes Exhibit C-1
to the Agreement, and the rent schedule attached hereto as Exhibit C-2
(the “Phase II
Master Rent Schedule”)
replaces and supersedes Exhibit C-2
to the Agreement. Such replacement schedules in each case incorporate any
necessary corrections to clerical errors that were contained in the schedules
originally attached to the Agreement, and the Phase I Master Rent Schedule
also reflects the final, agreed square footages for the Phase I Buildings
as set forth above. As noted above, Exhibits C-3
through C-5
to the Agreement have no further effect or significance under the Agreement,
so
the parties have deemed it unnecessary to prepare corrected versions of those
schedules.
(b) The
rent schedules for Building 5/6 and Building 4 as shown on the
Phase I Master Rent Schedule also reflect the Rent Commencement Dates which
have already occurred for those two Buildings, and are therefore the final
and
effective rent schedules for those two Buildings. Accordingly, those rent
schedules shall be attached to the
-2-
“Acknowledgment
of Rent Commencement Date” forms for those respective Buildings, which are being
executed substantially concurrently with this First Amendment, and upon the
execution of such “Acknowledgment of Rent Commencement Date” form for the
respective Building, such final schedule shall supersede (retroactively to
the
applicable Rent Commencement Date) the previously estimated rent schedule set
forth in Section 3.1(a) of the respective Building Lease. To the extent
there has been any overpayment or underpayment of rent since the applicable
Rent
Commencement Date (due to minor adjustments in square footage or for any other
reason), any such overpayment shall be credited against Tenant’s next monthly
rent payment under the applicable Building Lease and any such underpayment
shall
be paid by Tenant to Landlord within twenty (20) days after mutual execution
of
this First Amendment.
(c) The
rent schedules for the other Buildings as shown on the Phase I Master Rent
Schedule or Phase II Master Rent Schedule, as applicable, are based on the
presently estimated Rent Commencement Dates for such Buildings and, in the
case
of the Phase II Buildings, on the presently estimated square footages for
such Buildings (the square footages used in the rent schedules for
Buildings 1 and 3, however, are the final, agreed square footages for those
Buildings as set forth above). Such rent schedules shall therefore be subject
to
further revision to reflect final Rent Commencement Dates and (in the case
of
the Phase II Buildings) final square footages, when determined, and as so
revised shall be attached to the “Acknowledgment of Rent Commencement Date”
forms for those respective Buildings when such forms are executed, and upon
the
execution of such “Acknowledgment of Rent Commencement Date” form for the
respective Building, such final schedule shall supersede (retroactively to
the
applicable Rent Commencement Date) the previously estimated rent schedule set
forth in Section 3.1(a) of the respective Building Lease. To the extent
there has been any overpayment or underpayment of rent since the applicable
Rent
Commencement Date (due to minor adjustments in square footage or for any other
reason), any such overpayment shall be credited against Tenant’s next monthly
rent payment under the applicable Building Lease and any such underpayment
shall
be paid by Tenant to Landlord within twenty (20) days after mutual execution
of
the applicable Acknowledgment of Rent Commencement Date form.
3. Revised
Building Uses; TI Periods.
Landlord and Tenant have agreed that the primary uses of certain Buildings
as
previously designated in the Agreement will, at Tenant’s request, be changed
from office to lab use or vice versa, and have further agreed that
notwithstanding such change in use for certain Buildings and notwithstanding
the
provisions in the Agreement and in certain individual Building leases for a
longer TI Period (from Structural Completion to Rent Commencement Date) for
lab
buildings than for office buildings, (i) the calculation of the Rent
Commencement Dates for the respective Buildings shall be based on the number
of
days after Structural Completion indicated in the following table (which
replaces and supersedes the table in Section 1(b) of the Agreement),
regardless of the actual use for which the applicable Building will be
constructed; (ii) the actual (in the case of Buildings 5/6 and 4) or
presently estimated Rent Commencement Dates for the respective Buildings are
as
set forth in the following table; (iii) the contemplated primary Building
uses for the respective Buildings are as indicated in following table (however,
reference to such primary uses shall not restrict Tenant from using part or
all
of any designated office Building for laboratory and research and development
purposes in accordance with Section 10.1 of the Building Lease for such
Building, or from using significant portions of any designated lab Building
for
ancillary office purposes in accordance with Section 10.1 of the Building
Lease for such Building, subject in each instance to
-3-
Landlord’s
approval of the tenant improvements in the applicable Building to the extent
provided in the applicable Building Lease and related Workletter); and
(iv) up to six (6) Buildings in total can be designated as lab buildings,
notwithstanding anything to the contrary in Section 1(b) of the
Agreement:
|
Phase I:
|
||
|
Building
5/6 (lab)
|
February
1, 2006 (180 days after Structural Completion)
|
|
|
Building
4 (lab)
|
March
1, 2006 (180 days after Structural Completion)
|
|
|
Building
1 (lab)
|
August
1, 2006 (300 days after Structural Completion)
|
|
|
Building
3 (office)
|
November
1, 2006 (300 days after Structural Completion)
|
|
|
Phase II:
|
||
|
Building
2 (office)
|
June
28, 2007 (180 days after Structural Completion)
|
|
|
Building
7 (lab)
|
March
1, 2008 (180 days after Structural Completion
|
|
|
Building
8 (lab)
|
May
1, 2008 (300 days after Structural Completion)
|
|
|
Building
9 (lab)
|
July
1, 2008 (300 days after Structural
Completion)
|
Landlord
and Tenant have further agreed that the second sentence of Section 8.1 of
each of the respective Building Leases (Phase I and Phase II) shall be
deleted
in its entirety and replaced as follows:
Landlord
and Tenant acknowledge that it would be unreasonable for Landlord to withhold
consent to Alterations consisting of a conversion of up to one-half of
any
Building designated as office primary use to laboratory, research and/or
development facilities; provided,
however,
that in all cases, Tenant shall obtain the advance written approval of
Landlord
to the extent such Alterations involve structural Alterations or require
approval under the Site Management Plan or Environmental Deed Restrictions,
which approval shall not be unreasonably withheld, conditioned or
delayed.
4. Funding
of Tenant Improvement Allowances.
The Agreement contemplated, and the individual Building Leases and workletters
executed prior to this First Amendment provided, that funding of the Tenant
Improvement Allowance for each respective Building would be made on a “Baseline
Payment Schedule” of four (4) equal monthly installments, beginning on the date
Structural Completion is achieved, subject to Tenant’s right to accelerate
funding of the Tenant Improvement Allowance under certain conditions specified
in the workletters under the applicable Building Leases. Landlord and Tenant
agree that with respect to each Building Lease under which disbursement of
the
Tenant Improvement Allowance has not already been completed as of the date
of
mutual execution of this First Amendment, the “Baseline Payment Schedule”
governing the disbursement of the Tenant Improvement Allowance with respect
to
such Building shall be deemed to be modified to provide for disbursement of
such
Tenant Improvement Allowance in four (4) equal monthly installments, beginning
on the earlier to occur of (i) the date Structural Completion is achieved
or (ii) the Rent Commencement Date under the applicable Building Lease, and
continuing on the same day of each successive calendar month, still subject
in
each case to Tenant’s right to accelerate funding of the Tenant Improvement
Allowance under the conditions already specified in the workletter under the
applicable Building lease.
-4-
5. Deed
Restrictions.
Subject to the terms of the Agreement, Landlord may record deed restrictions
affecting the Center from time to time; provided, however, that during the
Amenities Exclusivity Period, such deed restrictions shall be on a form approved
by Tenant, which approval shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide its approval or final comments to any request
for
approval within five (5) business days of a request from Landlord to provide
its
approval. Failure of Tenant to provide its approval or final comments to any
request for approval within such five (5) business day period shall constitute
and be deemed to be approval by Tenant.
6. Brokers.
Each party represents and warrants that no broker represented such party or
otherwise participated in the negotiation or consummation of this First
Amendment, and each party agrees to indemnify, defend and hold the other party
harmless against any liability, cost or expense, including, without limitation,
reasonable attorneys’ fees, arising out of any claims for brokerage commissions
or other similar compensation in connection with any conversations, prior
negotiations or other dealings by the indemnifying party with any
broker.
7. Notice.
Confirming notices which have previously been sent by Tenant, the addresses
for
notices (and copies of notices) directed to Tenant under the Agreement and
under
any ancillary or related agreements have been modified by Tenant and are now
as
follows:
|
To
Tenant:
|
Xxxx
Xxxxxxxx
Genentech,
Inc.
1
DNA Way, Mail Stop 000X
Xxxxx
Xxx Xxxxxxxxx, XX 00000
Fax:
(000) 000-0000
|
|
|
with
a copy to:
|
Corporate
Secretary
Genentech,
Inc.
1
DNA Way, Mail Stop 00
Xxxxx
Xxx Xxxxxxxxx, XX 00000
Fax:
(000) 000-0000
|
|
|
and
a copy to:
|
Xxx
Xxxxxxxxxx, Esq.
Genentech,
Inc. Legal Department
1
DNA Way, Mail Stop 00
Xxxxx
Xxx Xxxxxxxxx, XX 00000
Fax:
(000) 000-0000
|
8. Entire
Agreement; Modification.
This First Amendment constitutes the entire agreement between the parties
relating to the subject matter hereof, and supersedes any and all prior
agreements, promises, negotiations, letters of intent and representations
between the parties with respect to such subject matter. This First Amendment
may not be modified orally or in any manner other than by an agreement in
writing signed by the parties hereto or their respective successors in
interest.
-5-
9. Successors
and Assigns.
This First Amendment shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, personal representatives, successors
and assigns.
10. Attorneys’
Fees.
In the event of any legal action or other proceeding arising out of this First
Amendment, the party prevailing in such action or proceeding shall be entitled
to recover its reasonable attorneys’ fees, expenses and costs of suit incurred
in connection with such action or proceeding, including (but not limited to)
any
appellate proceedings relating thereto and any proceedings for the enforcement
of any judgment entered in favor of such prevailing party in any such action
or
proceeding, from the non-prevailing party or parties.
11. Section
Headings.
The headings contained in this First Amendment are for convenience only and
shall in no way enlarge or limit the scope or meaning of the various Sections
hereof.
12. Gender
and Number.
Within this First Amendment, words of any gender shall be construed to include
any other gender, words in the singular number shall be construed to include
the
plural and words in the plural number shall be construed to include the
singular, unless the context otherwise requires.
13. Applicable
Law.
This First Amendment and the rights and duties of the parties hereunder shall
be
governed for all purposes by the laws of the State of California and the laws
of
the United States applicable to transactions within such state.
14. Time
of the Essence.
Time is of the essence of this First Amendment, and of the exercise of each
of
the rights and performance of each of the obligations set forth
herein.
15. Further
Assurances.
The parties agree to execute any further documents that are reasonable and
appropriate to carry out the purposes of this First Amendment in accordance
with
its terms.
16. Publicity;
Authorized Disclosure.
Neither party will make any press release or other public disclosure regarding
this First Amendment or the transactions contemplated hereby without the other
party's express prior written consent, except as required under applicable
law
or by any governmental agency. Without limiting the generality of the foregoing,
each party agrees that the other party will have no less than five (5) business
days to review and provide comment regarding any such proposed press release
or
publicity, unless a shorter review time is agreed to by both parties. In the
event that one party reasonably concludes that a given disclosure is required
by
law and the other party would prefer not to make such disclosure, then the
party
seeking such disclosure shall either (i) limit said disclosure to address
the concerns of the other party, or (ii) provide a written opinion from
counsel stating that such disclosure is indeed required by law. With respect
to
complying with the disclosure requirements of the SEC or other securities
regulatory bodies in other nations, in connection with any required securities
filing of this First Amendment, the filing party shall seek confidential
treatment of this First Amendment to the maximum extent permitted by such
regulatory body and shall provide the other party with the opportunity, for
at
least fifteen (15) days, to review any such proposed filing. Each party agrees
that it will obtain its own legal advice with regard to its compliance with
securities laws
-6-
and
regulations, and will not rely on any statements made by the other party
relating to such securities laws and regulations.
17. Controlling
Provisions.
Except as modified by the terms of this First Amendment, the parties’
obligations under the Agreement and the provisions of the Agreement shall remain
unchanged, in full force and effect, and enforceable in accordance with their
respective terms. In the event of any conflict or ambiguity between the
Agreement and this First Amendment, this First Amendment shall govern and
control in all respects. The terms of this First Amendment apply to all of
the
Building Leases, whether executed prior to, contemporaneously with, or
subsequent to the execution of this First Amendment. In the event of any
conflict between this First Amendment and any of the Building Leases, whether
executed prior to, contemporaneously with, or subsequent to the execution of
this First Amendment (unless such subsequent Building Lease expressly states
that it governs and controls with specific reference to this First Amendment),
this First Amendment shall govern and control in all respects and the provisions
of the applicable Building Lease(s) affected by such conflict shall be deemed
to
be amended accordingly.
18. Remedies
Cumulative.
All rights, privileges and elections or remedies of Landlord or Tenant contained
in this First Amendment are cumulative and not alternative to the extent
permitted by law and except as otherwise provided herein.
19. Counterparts.
This First Amendment may be executed in multiple counterparts, and by the
respective parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be one and the same instrument with
the same signatures as if all parties to this First Amendment had signed the
same signature page. Signature pages may be detached from separate counterparts
and attached to a single copy of this First Amendment to form one original
document (or multiple original counterparts of this document with full
signatures).
IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the
date first set forth above.
|
“Landlord”
|
“Tenant”
|
|||
|
SLOUGH
SSF, LLC, a Delaware limited liability company
|
GENENTECH,
INC., a Delaware corporation
|
|||
|
By:
|
Slough
Estates USA Inc., a Delaware
corporation,
Its Manager
|
By:
|
/s/ XXXXXXX
X. XXXXXXXXXX
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxxxxxx
|
|||
|
By:
|
/s/ XXXXXXXX
X. XXXXXXXXXXXXX
|
Its:
|
Executive
Vice President,
General
Counsel & Secretary
|
|
|
Name:
|
Xxxxxxxx
X. Xxxxxxxxxxxxx
|
|||
|
Its:
|
Senior
Vice President
|
By:
|
/s/ XXXXX
X. XXXXXXXX
|
|
|
Name:
|
Xxxxx
X. Xxxxxxxx
|
|||
|
Its:
|
Executive
Vice President, and
Chief
Financial Officer
|
|||
-7-
EXHIBITS
EXHIBIT
B Phase
II Construction Schedules (Buildings 7, 8 & 9)
EXHIBIT
C-1 Phase
I Master Rent Schedule (Revised)
EXHIBIT
C-2 Phase
II Master Rent Schedule (Revised)
EXHIBIT
LIST - PAGE 1
EXHIBIT
B
REVISED
PHASE II CONSTRUCTION SCHEDULES
(BUILDINGS
7, 8 & 9)
[See
attached three schedules:
two
pages for Building 7 and one page each for Buildings 8 &
9.]
EXHIBIT
B TO FIRST AMENDMENT TO MASTER LEASE AGREEMENT
REVISED
PHASE II CONSTRUCTION SCHEDULES, PAGE 1
EXHIBIT
C-1
PHASE
I MASTER RENT SCHEDULE (REVISED)
|
XXXXX
X XXXXXXXX
|
||||||||||||||
|
Xxxxxxxx
0/0
|
Xxxxxxxx
0
|
|||||||||||||
|
Xxxxxxxx
Xxxx:
Rent
Commencement Date:
Original
MLA Rent Schedule:
|
151,874
RSF
1-Feb-06
Schedule
C-1
|
107,733
RSF
1-Aug-06
Schedule
C-1
|
||||||||||||
|
Lease
|
Initial
Base
Rent
|
Additional
Rent
|
Total
Base Rent
|
Initial
Base
Rent
|
Additional
Rent
|
Total
Base Rent
|
||||||||
|
Year
|
Months
|
(psf/pm)
|
(CGL)
|
(Seismic)
|
(psf/pm)
|
(pm)
|
(psf/pm)
|
(CGL)
|
(Seismic)
|
(psf/pm)
|
(pm)
|
|||
|
1
|
1
|
-
|
12
|
$2.500
|
$0.050
|
$0.070
|
$2.620
|
$397,910
|
$2.500
|
$0.050
|
$0.070
|
$2.620
|
$282,260
|
|
|
2
|
13
|
-
|
24
|
$3.000
|
$0.050
|
$0.072
|
$3.122
|
$474,219
|
$3.000
|
$0.050
|
$0.072
|
$3.122
|
$336,391
|
|
|
3
|
25
|
-
|
36
|
$3.400
|
$0.050
|
$0.075
|
$3.525
|
$535,364
|
$3.400
|
$0.050
|
$0.075
|
$3.525
|
$379,757
|
|
|
4
|
37
|
-
|
48
|
$3.519
|
$0.050
|
$0.078
|
$3.647
|
$553,825
|
$3.519
|
$0.050
|
$0.078
|
$3.647
|
$392,580
|
|
|
5
|
49
|
-
|
60
|
$3.642
|
$0.050
|
$0.080
|
$3.772
|
$572,943
|
$3.642
|
$0.050
|
$0.080
|
$3.772
|
$406,422
|
|
|
6
|
61
|
-
|
72
|
$3.770
|
$0.050
|
$0.083
|
$3.903
|
$592,731
|
$3.770
|
$0.050
|
$0.083
|
$3.903
|
$420,458
|
|
|
7
|
73
|
-
|
84
|
$3.902
|
$0.050
|
$0.086
|
$4.038
|
$613,210
|
$3.902
|
$0.050
|
$0.086
|
$4.038
|
$434,986
|
|
|
8
|
85
|
-
|
96
|
$4.038
|
$0.050
|
$0.089
|
$4.177
|
$634,407
|
$4.038
|
$0.050
|
$0.089
|
$4.177
|
$450,022
|
|
|
9
|
97
|
-
|
108
|
$4.179
|
$0.050
|
$0.092
|
$4.322
|
$656,345
|
$4.179
|
$0.050
|
$0.092
|
$4.322
|
$465,584
|
|
|
10
|
109
|
-
|
120
|
$4.326
|
$0.050
|
$0.095
|
$4.471
|
$679,052
|
$4.326
|
$0.050
|
$0.095
|
$4.471
|
$481,691
|
|
|
11
|
121
|
-
|
132
|
$4.477
|
$0.050
|
$0.099
|
$4.626
|
$702,553
|
$4.477
|
$0.050
|
$0.099
|
$4.626
|
$498,381
|
|
|
12
|
133
|
-
|
144
|
$4.634
|
$0.050
|
$0.102
|
$4.766
|
$726,876
|
$4.634
|
$0.050
|
$0.102
|
$4.786
|
$515,615
|
|
|
13
|
145
|
-
|
156
|
$4.795
|
$0.050
|
$0.106
|
$4.952
|
$752,051
|
$4.796
|
$0.050
|
$0.106
|
$4.952
|
$533,473
|
|
|
14
|
157
|
-
|
168
|
$4.964
|
$0.050
|
$0.109
|
$5.123
|
$778,107
|
$4.964
|
$0.050
|
$0.109
|
$5.123
|
$551,956
|
|
|
15
|
169
|
-
|
180
|
$5.138
|
$0.050
|
$0.113
|
$5.301
|
$805,075
|
$5.138
|
$0.050
|
$0.113
|
$5.301
|
$571,086
|
|
|
16
|
181
|
-
|
192
|
$5.317
|
$0.050
|
$0.117
|
$5.465
|
$832,967
|
$5.317
|
$0.050
|
$0.117
|
$5.485
|
$590,886
|
|
|
17
|
193
|
-
|
204
|
$5.504
|
$0.050
|
$0.121
|
$5.675
|
$861,876
|
$5.504
|
$0.050
|
$0.121
|
$5.675
|
$611,378
|
|
|
18
|
205
|
-
|
216
|
$5.696
|
$0.050
|
$0.128
|
$5.872
|
$891,776
|
$5.596
|
$0.050
|
$0.126
|
$5.872
|
$632,586
|
|
|
19
|
217
|
-
|
228
|
$5.896
|
$0.050
|
$0.130
|
$6.076
|
$922,722
|
$5.896
|
$0.050
|
$0.130
|
$6.078
|
$654,540
|
|
|
20
|
229
|
-
|
240
|
$6.102
|
$0.050
|
$0.135
|
$6.286
|
$954,752
|
$6.102
|
$0.050
|
$0.135
|
$6.286
|
$677,260
|
|
|
Xxxxxxxx
0
|
Xxxxxxxx
0
|
|||||||||||||
|
Xxxxxxxx
Xxxx:
Rent
Commencement Date:
Original
MLA Rent Schedule:
|
78,200
RSF
1-Mar-06
Schedule
C-1
|
118,981
RSF
1-Nov-05
(TBD)
Schedule
C-1
|
||||||||||||
|
Lease
|
Initial
Base
Rent
|
Additional
Rent
|
Total
Base Rent
|
Initial
Base Rent
|
Additional
Rent
|
Total
Base Rent
|
||||||||
|
Year
|
Months
|
(psf/pm)
|
(CGL)
|
(Seismic)
|
(psf/pm)
|
(pm)
|
(psf/pm)
|
(CGL)
|
(Seismic)
|
(psf/pm)
|
(pm)
|
|||
|
1
|
1
|
-
|
12
|
$3.000
|
$0.050
|
$0.070
|
$3.120
|
$243,984
|
$3.000
|
$0.050
|
$0.070
|
$3.120
|
$371,221
|
|
|
2
|
13
|
-
|
24
|
$3.105
|
$0.050
|
$0.072
|
$3.227
|
$252,387
|
$3.105
|
$0.050
|
$0.072
|
$3.227
|
$384,005
|
|
|
3
|
25
|
-
|
36
|
$3.400
|
$0.050
|
$0.075
|
$3.525
|
$275,654
|
$3.400
|
$0.050
|
$0.075
|
$3.525
|
$419,408
|
|
|
4
|
37
|
-
|
48
|
$3.519
|
$0.050
|
$0.078
|
$3.647
|
$285,165
|
$3.519
|
$0.050
|
$0.078
|
$3.647
|
$433,877
|
|
|
5
|
49
|
-
|
60
|
$3.642
|
$0.050
|
$0.080
|
$3.772
|
$295,009
|
$3.642
|
$0.050
|
$0.080
|
$3.772
|
$448,855
|
|
|
6
|
61
|
-
|
72
|
$3.770
|
$0.050
|
$0.083
|
$3.903
|
$305,197
|
$3.770
|
$0.050
|
$0.083
|
$3.903
|
$464,357
|
|
|
7
|
73
|
-
|
84
|
$3.902
|
$0.050
|
$0.088
|
$4.038
|
$315,742
|
$3.902
|
$0.050
|
$0.088
|
$4.038
|
$480,401
|
|
|
8
|
85
|
-
|
96
|
$4.038
|
$0.050
|
$0.089
|
$4.177
|
$326,658
|
$4.038
|
$0.050
|
$0.089
|
$4.177
|
$497,007
|
|
|
9
|
97
|
-
|
108
|
$4.179
|
$0.050
|
$0.092
|
$4.322
|
$337,953
|
$4.179
|
$0.050
|
$0.092
|
$4.322
|
$514,194
|
|
|
10
|
109
|
-
|
120
|
$4.326
|
$0.050
|
$0.095
|
$4.471
|
$349,644
|
$4.326
|
$0.050
|
$0.095
|
$4.471
|
$531,982
|
|
|
11
|
121
|
-
|
132
|
$4.477
|
$0.050
|
$0.099
|
$4.626
|
$361,745
|
$4.477
|
$0.050
|
$0.099
|
$4.626
|
$550,393
|
|
|
12
|
133
|
-
|
144
|
$4.634
|
$0.050
|
$0.102
|
$4.786
|
$374,269
|
$4.634
|
$0.050
|
$0.102
|
$4.786
|
$589,449
|
|
|
13
|
145
|
-
|
156
|
$4.796
|
$0.050
|
$0.106
|
$4.952
|
$387,232
|
$4.796
|
$0.050
|
$0.106
|
$4.952
|
$589,171
|
|
|
14
|
157
|
-
|
168
|
$4.964
|
$0.050
|
$0.109
|
$5.123
|
$400,648
|
$4.964
|
$0.050
|
$0.109
|
$5.123
|
$609,584
|
|
|
15
|
169
|
-
|
180
|
$5.138
|
$0.050
|
$0.113
|
$5.301
|
$414,534
|
$5.138
|
$0.050
|
$0.113
|
$5.301
|
$630,711
|
|
|
16
|
181
|
-
|
192
|
$5.317
|
$0.050
|
$0.117
|
$5.465
|
$428,905
|
$5.317
|
$0.050
|
$0.117
|
$5.485
|
$652,578
|
|
|
17
|
193
|
-
|
204
|
$5.504
|
$0.050
|
$0.121
|
$5.675
|
$443,780
|
$5.504
|
$0.050
|
$0.121
|
$5.675
|
$675,210
|
|
|
18
|
205
|
-
|
216
|
$5.696
|
$0.050
|
$0.126
|
$5.872
|
$459,176
|
$5.696
|
$0.050
|
$0.126
|
$5.872
|
$698,634
|
|
|
19
|
217
|
-
|
228
|
$5.896
|
$0.050
|
$0.130
|
$6.076
|
$475,110
|
$5.896
|
$0.050
|
$0.130
|
$6.076
|
$722,878
|
|
|
20
|
229
|
-
|
240
|
$6.102
|
$0.050
|
$0.135
|
$6.286
|
$491,602
|
$6.102
|
$0.050
|
$0.135
|
$6.286
|
$747,971
|
|
EXHIBIT
C-1 TO FIRST AMENDMENT TO MASTER LEASE AGREEMENT
PHASE
I
MASTER RENT SCHEDULE (REVISED), PAGE 1
EXHIBIT
C-2
PHASE
II MASTER RENT SCHEDULE (REVISED)
|
PHASE
00 XXXXXXXXX
|
||||||||||||||
|
Xxxxxxxx
0
|
Xxxxxxxx
0
|
|||||||||||||
|
Xxxxxxxx
Xxxx:
Rent
Commencement Date:
Original
MLA Rent Schedule:
|
106,000
RSF
24-Jun-07
(TBD)
Schedule
C-5
|
92,000
RSF
1-Mar-08
(TBD)
Schedule
C-2
|
||||||||||||
|
Lease
|
Initial
Base
Rent
|
Additional
Rent
|
Total
Base Rent
|
Initial
Base
Rent
|
Additional
Rent
|
Total
Base Rent
|
||||||||
|
Year
|
Months
|
(psf/pm)
|
(CGL)
|
(Seismic)
|
(psf/pm)
|
(pm)
|
(psf/pm)
|
(CGL)
|
(Seismic)
|
(ps/pm)
|
(pm)
|
|||
|
1
|
1
|
-
|
12
|
$3.631
|
$0.050
|
$0.072
|
$3.754
|
$397,897
|
$3.763
|
$0.050
|
$0.075
|
$3.886
|
$357,685
|
|
|
2
|
13
|
-
|
24
|
$3.758
|
$0.050
|
$0.075
|
$3.883
|
$411,838
|
$3.895
|
$0.050
|
$0.078
|
$4.022
|
$370,053
|
|
|
3
|
25
|
-
|
36
|
$3.890
|
$0.050
|
$0.078
|
$4.016
|
$425,860
|
$4.031
|
$0.050
|
$0.080
|
$4.161
|
$382,544
|
|
|
4
|
37
|
-
|
48
|
$4.026
|
$0.050
|
$0.080
|
$4.158
|
$440,579
|
$4.172
|
$0.050
|
$0.083
|
$4.305
|
$396,082
|
|
|
5
|
49
|
-
|
60
|
$4.167
|
$0.050
|
$0.085
|
$4.300
|
$455,814
|
$4.318
|
$0.050
|
$0.086
|
$4.454
|
$409,784
|
|
|
6
|
61
|
-
|
72
|
$4.313
|
$0.050
|
$0.086
|
$4.449
|
$471,582
|
$4.460
|
$0.050
|
$0.089
|
$4.806
|
$423,988
|
|
|
7
|
73
|
-
|
84
|
$4.454
|
$0.050
|
$0.089
|
$4.603
|
$487,902
|
$4.628
|
$0.050
|
$0.092
|
$4.788
|
$438,644
|
|
|
8
|
85
|
-
|
96
|
$4.620
|
$0.050
|
$0.092
|
$4.762
|
$504,793
|
$4.788
|
$0.050
|
$0.095
|
$4.933
|
$453,835
|
|
|
9
|
97
|
-
|
108
|
$4.782
|
$0.050
|
$0.095
|
$4.927
|
$522,275
|
$4.955
|
$0.050
|
$0.099
|
$5.104
|
$459,558
|
|
|
10
|
109
|
-
|
120
|
$4.949
|
$0.050
|
$0.099
|
$5.096
|
$540,369
|
$5.129
|
$0.050
|
$0.102
|
$5.281
|
$485,832
|
|
|
11
|
121
|
-
|
132
|
$5.122
|
$0.050
|
$0.102
|
$5.274
|
$559,097
|
$5.306
|
$0.050
|
$0.106
|
$5.464
|
$502,675
|
|
|
12
|
133
|
-
|
144
|
$5.302
|
$0.050
|
$0.106
|
$5.457
|
$578,480
|
$5.494
|
$0.050
|
$0.109
|
$5.653
|
$520,108
|
|
|
13
|
145
|
-
|
156
|
$5.487
|
$0.050
|
$0.109
|
$5.647
|
$598,541
|
$5.686
|
$0.050
|
$0.113
|
$5.849
|
$538,150
|
|
|
14
|
157
|
-
|
168
|
$5.679
|
$0.050
|
$0.113
|
$5.842
|
$619,304
|
$5.885
|
$0.050
|
$0.117
|
$6.052
|
$556,825
|
|
|
15
|
169
|
-
|
180
|
$5.878
|
$0.050
|
$0.117
|
$6.045
|
$640,795
|
$6.091
|
$0.050
|
$0.121
|
$6.263
|
$576,152
|
|
|
16
|
181
|
-
|
192
|
$6.084
|
$0.050
|
$0.121
|
$6.255
|
$653,037
|
$6.304
|
$0.050
|
$0.126
|
$6.480
|
$595,157
|
|
|
17
|
193
|
-
|
204
|
$6.297
|
$0.050
|
$0.128
|
$6.472
|
$686,058
|
$6.525
|
$0.050
|
$0.130
|
$6.705
|
$616,861
|
|
|
18
|
205
|
-
|
216
|
$6.517
|
$0.050
|
$0.130
|
$6.697
|
$709,884
|
$6.753
|
$0.050
|
$0.135
|
$6.938
|
$638,290
|
|
|
19
|
217
|
-
|
228
|
$6.745
|
$0.050
|
$0.135
|
$6.930
|
$734,545
|
$6.990
|
$0.050
|
$0.139
|
$7.179
|
$660,470
|
|
|
20
|
229
|
-
|
240
|
$6.981
|
$0.050
|
$0.139
|
$7.170
|
$760,068
|
$7.234
|
$0.050
|
$0.144
|
$7.429
|
$683,425
|
|
|
Xxxxxxxx
0
|
Xxxxxxxx
0
|
||||||||||||||
|
Xxxxxxxx
Xxxx:
Rent
Commencement Date:
Original
MLA Rent Schedule:
|
82,000
RSF
1-May-08
(TBD)
Schedule
C-2
|
54,000
RSF
1-Jul-08
(TBD)
Schedule
C-2
|
|||||||||||||
|
Lease
|
Initial
Base
Rent
|
Additional
Rent
|
Total
Base Rent
|
Initial
Base
Rent
|
Additional
Rent
|
Total
Base Rent
|
|||||||||
|
Year
|
Months
|
(psf/pm)
|
(CGL)
|
(Seismic)
|
(psf/pm)
|
(pm)
|
(psf/pm)
|
(CGL)
|
(Seismic)
|
(psf/pm)
|
(pm)
|
||||
|
1
|
1
|
-
|
12
|
$3.763
|
$0.050
|
$0.075
|
$3.888
|
$318,315
|
$3.763
|
$0.050
|
$0.075
|
$3.888
|
$209,951
|
||
|
2
|
13
|
-
|
24
|
$3.895
|
$0.050
|
$0.078
|
$4.022
|
$329,830
|
$3.895
|
$0.050
|
$0.078
|
$4.022
|
$217,205
|
||
|
3
|
25
|
-
|
36
|
$4.031
|
$0.050
|
$0.080
|
$4.151
|
$341,230
|
$4.031
|
$0.050
|
$0.080
|
$4.161
|
$224,713
|
||
|
4
|
37
|
-
|
48
|
$4.172
|
$0.050
|
$0.083
|
$4.305
|
$353,030
|
$4.172
|
$0.050
|
$0.083
|
$4.305
|
$232,483
|
||
|
5
|
49
|
-
|
60
|
$4.318
|
$0.050
|
$0.088
|
$4.454
|
$385,243
|
$4.318
|
$0.050
|
$0.086
|
$4.454
|
$240,526
|
||
|
6
|
61
|
-
|
72
|
$4.469
|
$0.050
|
$0.089
|
$4.608
|
$377,882
|
$4.469
|
$0.050
|
$0.089
|
$4.608
|
$248,849
|
||
|
7
|
73
|
-
|
84
|
$4.626
|
$0.050
|
$0.092
|
$4.768
|
$390,965
|
$4.626
|
$0.050
|
$0.092
|
$4.788
|
$257,465
|
||
|
8
|
85
|
-
|
96
|
$4.788
|
$0.050
|
$0.095
|
$4.933
|
$404,505
|
$4.788
|
$0.050
|
$0.095
|
$4.933
|
$268,381
|
||
|
9
|
97
|
-
|
108
|
$4.955
|
$0.050
|
$0.099
|
$5.104
|
$418,519
|
$4.955
|
$0.050
|
$0.099
|
$5.104
|
$275,610
|
||
|
10
|
109
|
-
|
120
|
$5.129
|
$0.050
|
$0.102
|
$5.281
|
$433,024
|
$5.129
|
$0.050
|
$0.102
|
$5.281
|
$285,162
|
||
|
11
|
121
|
-
|
132
|
$5.308
|
$0.050
|
$0.105
|
$5.464
|
$448,036
|
$5.308
|
$0.050
|
$0.108
|
$5.464
|
$295,048
|
||
|
12
|
133
|
-
|
144
|
$5.494
|
$0.050
|
$0.109
|
$5.853
|
$483,574
|
$5.494
|
$0.050
|
$0.109
|
$5.653
|
$305,281
|
||
|
13
|
145
|
-
|
156
|
$5.686
|
$0.050
|
$0.113
|
$5.849
|
$479,656
|
$5.686
|
$0.050
|
$0.113
|
$5.849
|
$315,871
|
||
|
14
|
157
|
-
|
168
|
$5.885
|
$0.050
|
$0.117
|
$6.052
|
$496,300
|
$5.885
|
$0.050
|
$0.117
|
$6.052
|
$328,832
|
||
|
15
|
169
|
-
|
180
|
$6.091
|
$0.050
|
$0.121
|
$6.283
|
$513,527
|
$6.091
|
$0.050
|
$0.121
|
$6.263
|
$338,176
|
||
|
16
|
181
|
-
|
192
|
$6.304
|
$0.050
|
$0.126
|
$6.480
|
$531,357
|
$6.304
|
$0.050
|
$0.126
|
$6.480
|
$349,918
|
||
|
17
|
193
|
-
|
204
|
$6.525
|
$0.050
|
$0.130
|
$6.705
|
$549,811
|
$6.526
|
$0.050
|
$0.130
|
$6.705
|
$362,071
|
||
|
18
|
205
|
-
|
216
|
$6.753
|
$0.050
|
$0.135
|
$6.938
|
$568,911
|
$6.753
|
$0.050
|
$0.136
|
$6.938
|
$374,649
|
||
|
19
|
217
|
-
|
228
|
$6.990
|
$0.050
|
$0.139
|
$7.179
|
$588,679
|
$6.990
|
$0.050
|
$0.139
|
$7.179
|
$387,687
|
||
|
20
|
229
|
-
|
240
|
$7.234
|
$0.050
|
$0.144
|
$7.429
|
$609,140
|
$7.234
|
$0.050
|
$0.144
|
$7.429
|
$401,141
|
||
EXHIBIT
C-2 TO FIRST AMENDEMENT TO MASTER LEASE AGREEMENT
PHASE
II
MASTER RENT SCHEDULE (REVISED), PAGE 1
