EXHIBIT 10.85
THIRD AMENDMENT TO SPACE LEASE
Xxxx-Xxxxxxxxx Building
Forest Oil Corporation
This Third Amendment to Space Lease, dated this 14 day of August, 2007,
between WHALE BUILDING, LLC, a Delaware Limited Liability Company successor in
interest to Xxxx Xxxxxxxxx Properties, a general partnership "Landlord" and
FOREST OIL CORPORATION, a New York corporation successor in interest to
Forcenergy Inc, a Delaware corporation, "Tenant" is attached to and made part of
that certain Space Lease dated March 5, 1997, amended by First Amendment to
Space Lease dated May 1, 1998, and as amended by Second Amendment to Space Lease
effective June 1, 2002 between Landlord and Tenant concerning premises located
in the Xxxx-Xxxxxxxxx Building located at 000 "X" Xxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxx consisting of approximately 12,315 square feet (Space Leased).
IT IS HEREBY AGREED that the following sections of the above-referenced
Space Lease shall be amended as follows:
1. SECTION 2.01 LENGTH OF TERM.
The new term of this Lease ("Term") shall be extended for one (1) five
(5) year term beginning June 1, 2007 and ending May 31, 2012.
REPLACE THE LANGUAGE IN SECTION 2.01(a) AS FOLLOWS:
2.01A. With the execution of this Third Amendment, Tenant has
exercised its one (1) five (5) year Lease Extension Option to
renew the Lease as provided for in the Second Amendment
effective June 1, 2002.
1. Tenant may extend this Lease for one (1) additional
period of five (5) years (Option Term) beginning
immediately after the Term, upon the same terms and
conditions of the Lease, except that:
A) the Term shall be extended as stated above; and
B) the Rent shall be adjusted to fair market rent as
set forth below, and
C) Landlord will provide Landlord standard carpet and
paint for Lease Option Term. Tenant will be
responsible for movement of furniture, fixtures and
equipment as required.
Tenant shall provide notice in writing at least one
hundred eighty (180) days prior to the end of the
Term of its intent to exercise its Option, or it
shall lapse. Tenant may not exercise this Option
while it is in default under this Lease.
2. In the event Tenant timely elects to exercise its
Option to extend the term of this Lease, Tenant shall
with its written notice state its position on fair
market rent for the first year of the Option Term.
Landlord, within thirty (30) days of the receipt of
Tenant's written offer shall, by written notice to
Tenant, accept Tenant's offer or state Landlord's
position on the rental to be paid by Tenant. In the
event the parties are unable to agree upon the rental
for the option term within ninety (90) days of
Tenant's initial written offer, landlord and Tenant
shall agree upon an appraiser, who shall thereupon
determine the fair market rental value of the Leased
Premises, which shall not be less than Tenant's
written offer, nor more than stated in Landlord's
written notice. The parties shall equally divide the
cost of such appraisal. If the parties are unable to
agree upon an appraiser, then each party shall hire
its own appraiser at its own cost, who shall
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produce a limited appraisal within 45 days of the
assignment. All appraiser(s) selected shall be
instructed to set rent in accordance with the
following definition of fair market rent:
Fair Market Rent shall be the rental income
that a property would most likely command in
an open market. In selecting and adjusting
comparable leases, the appraisers shall: (i)
select comparable data prevailing for
similar quality space in Anchorage, with
similar amenities and level of tenant
improvements (disregarding which party paid
for the improvements), and similar service
levels; (ii) consider the terms and
conditions of the Lease; including
adjustments for load Actors to compare
rentable and usable space; and (iii)
disregard tenant improvement allowances and
broker commissions.
3. If the parties are unable to agree upon Option Rent
after review of the two appraisal results, then the 2
appraisers shall elect a third appraiser, who will
review the appraisals, and without undertaking his or
her own appraisal, shall select one appraisal as the
one most reflective of fair market rent considering
these instructions. The party whose appraisal was not
selected shall pay the fees of the third appraiser.
Such decision shall be binding upon the parties as an
arbitration award enforceable as such as allowed
under applicable Alaska law.
4. All appraisers selected shall be members of the
American Institute of Real Estate Appraisers.
5. The second and subsequent Lease years in the Option
Term shall increase in accordance with the Consumer
Price index as set forth in section 3.01.
2. SECTION 3.01 COVENANT TO PAY RENT. REPLACE THE LANGUAGE IN THIS SECTION
AS FOLLOWS:
Tenant covenants to and shall pay to Landlord in care of Whale
Building, LLC, 0000 X. Xxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, Xxxxxx 00000, or at
such other place as Landlord may designate, in advance, on the fast day of each
calendar month during the term hereof, monthly rent as follows:
LEASE OPTION TERM RATE MONTHLY RENT ANNUAL RENT
----------------- ---- ------------ -----------
06/01/07 - 06/30/07 $30,787.50
07/01/07 - 05/31/08 $2.60/sf $32,000.00 $384,000.00
06/01/08 - 05/31/12 $32,000.00 plus annual CPI increases
At the beginning of and for each Lease Year (the term "Lease Year"
shall mean the twelve-month period beginning with the commencement of the Term
hereof, and each successive twelve-month period thereafter during the Term
hereof), after the first Lease Year of this lease until this lease is terminated
as hereinafter set forth, the basic rent shall be adjusted and changed as
follows:
Landlord shall compute the increase, if any, in the cost of
living from the base month, as defined below, based upon the index, now
known as the "Consumer Price Index for all Urban Consumers", all items
for Anchorage, Alaska (1982-84=100), hereinafter called the "Index",
published by the Bureau of Labor Statistics of the United States
Department of Labor.
The index number indicated in the columns for the city of
Anchorage, Alaska, entitled "All Items" for the last calendar month for
which the Index is reported preceding the month in which the term of
this Lease commences, "Base Month", shall be the "Base Index Number"
and the corresponding Index Number for the Base Month in the applicable
Lease Year shall be the "Current Index Number".
The Current Index Number shall be divided by the Base Index
Number, From the quotient thereof, the resulting positive number shall
be deemed to be the factor to use to calculate the increase in the cost
of living.
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Such factor multiplied by the monthly rent for the first Lease
Year shall be the new monthly rent for the second Lease Year. For each
successive Lease Year, the monthly rent shall be adjusted using the
Current Index Number and the Base Index Number as set forth above. In
no event shall the monthly rent payable by Tenant be reduced.
If publication of the Consumer Price Index for Anchorage,
Alaska, shall be discontinued, the parties hereto shall thereafter
accept comparable statistics on the cost of living for Seattle/Everett
or Seattle/Tacoma Washington, as they shall be computed and published
by an agency of the United States or by a responsible financial
periodical recognized authority then to be selected by the parties
hereto. In the event of: 1) use of comparable statistics in place of
the Consumer Price Index as mentioned above, or 2) publication of the
index figure at other than bimonthly intervals, there shall be made in
the method of computation herein provided, such revisions as the
circumstances may require to carry out the intent of this Section.
3. SECTION 6.01 ASSIGNMENT AND SUBLETTING. - ADD AS A SEPARATE PARAGRAPH UNDER
SECTION 6.01(a):
If requested to do so by Tenant, Landlord will consent to an
assignment of Tenant's Space Lease to Pacific Energy Resources Limited,
or any wholly-owned subsidiary thereof.
4. SECTION 12.15 TERMINATION OPTION. - THIS SECTION IS ELIMINATED IN ITS
ENTIRETY.
5. EXHIBIT B: LANDLORD'S WORK: - THIS EXHIBIT SHALL BE MODIFIED AS FOLLOWS:
With the execution of this Third Amendment to Space Lease,
Landlord hereby agrees to repair damaged or leaking windows no later
than October 31, 2007.
Except as specifically stated above, all the terms, covenants and conditions of
the original Space Lease dated March 5, 1997 and amendments thereto for the
Xxxx-Xxxxxxxxx Building shall remain in full force and effect.
THERE IS NO FURTHER TEXT ON THIS PAGE.
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IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Space Lease on the day and year indicated next to their signature below.
LANDLORD: WHALE BUILDING LLC, a Delaware Limited Liability
Company
Member: Xxxx-Xxxxxxxxx Properties, Limited
Partnership, an Alaska partnership
By: Xxxx-Xxxxxxxxx GP, LLC, an Alaska LLC
Its general partner
Date: 17 August 07 By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Authorized Agent
TENANT: FOREST OIL CORPORATION, a New York corporation
Date: 8/14/07 By: /s/ Xxxxxxx X. Xxxxxx
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Signature
Xxxxxxx X. Xxxxxx
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Printed Name
Its: Sr. Vice President
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Title
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