Exhibit 10.1
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is dated for reference
purposes only as of August __, 2006, by and between CaRR NP Properties L.L.C., a
Delaware limited liability company ("Landlord"), and NAVISITE, INC., a Delaware
Corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain Lease dated as of April
30, 1999 (the "Existing Lease"), originally entered into by and between
CarrAmerica Realty Corporation, Landlord's predecessor-in-interest, and Tenant,
pursuant to which Landlord leases to Tenant certain premises in the building
located at 2720 Zanker Road, San Jose, California, containing approximately
66,350 rentable square feet (the "Premises"). The Existing Lease is scheduled to
expire on November 8, 2006.
B. Notwithstanding the renewal options set forth in Section 31 of the
Existing Lease. Landlord and Tenant now desire to extend the Lease Term to
expire on November 30, 2016, and make certain other amendments to the Existing
Lease, all subject to, and on the basis of, the terms, covenants and conditions
hereinafter set forth. The Existing Lease, as amended by this Amendment, is
sometimes referred to herein as the "Lease."
NOW, THEREFORE, in consideration of the foregoing and the agreements of
Landlord and Tenant herein contained and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Landlord and
Tenant hereby agree as follows:
1. Use of Defined Terms; Recitals; Effective Date.
1.1 Definitions; Recitals. All capitalized terms used and not defined
herein shall have the defined meanings ascribed to them in the Existing Lease.
The provisions of the Recitals above are fully incorporated herein by this
reference.
1.2 Effective Date. Unless otherwise specifically provided herein, all
provisions of this Amendment shall be effective as of the date of execution set
forth under Landlord's signature below.
2. Term. The Lease Term is hereby extended (the "Extension Term") for the
period commencing on November 9, 2006 (the "Extension Term Commencement Date"),
and continuing through November 30, 2016 (which, for all purposes under the
Lease, shall hereinafter be the "Termination Date"), unless earlier terminated
pursuant to the terms and conditions of the Lease. Tenant hereby agrees and
acknowledges that it has no options to extend the Term of the Lease beyond
November 30, 2016, and the provisions of Section 31 of the Existing Lease are
hereby deleted.
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3. Monthly Rent During Extension Term. As of the Extension Term
Commencement Date and thereafter during the Extension Term, Tenant shall pay
Base Rent in accordance with the following:
Annual Monthly
Period Base Rent Base Rent
- ------ ------------- -----------
Extension Term Commencement
Date - November 30, 2008 $1,194,300.00 $ 99,525.00
December 1, 2008 - November 30, 2009 $1,592,400.00 $132,700.00
December 1, 2009 - November 30, 2010 $1,672,020.00 $139,335.00
December 1, 2010 - November 30, 2012 $1,791,450.00 $149,287.50
December 1, 2012 - November 30, 2014 $1,871,070.00 $155,922.50
December 1, 2014 - November 30, 2016 $1,950,690.00 $162,557.50
4. First Negotiation Rights. Sections 32 and 33 of the Existing Lease are
hereby deleted and shall be of no further force or effect.
5. Tenant's Certification. Tenant hereby certifies to Landlord that, as of
the execution and delivery of this Amendment by Tenant to Landlord, there are no
existing defenses against the enforcement of any of the obligations of Tenant
under the Lease, and Landlord is not in default under the Lease by reason of its
failure to perform any obligations thereunder, and there is no circumstance,
event, condition or state of facts which, by the passage of time or the giving
of notice, or both, could entitle Tenant to any such defenses or constitute or
result in such a default.
6. Real Estate Brokers. Tenant and Landlord represent and warrant that
neither party has utilized the services of any broker in connection with the
negotiation or execution of this Amendment, other than CB Richard Ellis.
Landlord shall be responsible for paying any and all commissions or fees owed
and due to CB Richard Ellis with regard to the subject matter of this Amendment.
Either party agrees to indemnify the other party and hold the other party
harmless from any and all costs (including attorneys' fees), expenses or
liability for commissions or other compensation claimed by any other broker or
agent claiming to have had dealings with a party in connection with this
Amendment.
7. Miscellaneous.
7.1 Ratification. Except as modified by this Amendment, all of the
terms, conditions and provisions of the Existing Lease shall remain in full
force and effect and are hereby ratified and confirmed.
7.2 Conflict. To the extent the terms of the Existing Lease and this
Amendment are inconsistent, the terms of this Amendment shall control.
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7.3 No Offer. The submission of this Amendment to Tenant for
examination or execution does not create an option or constitute an offer to
Tenant to amend the Existing Lease on the terms and conditions contained herein,
and this Amendment shall not become effective as an amendment to the Existing
Lease unless and until it has been executed and delivered by both Landlord and
Tenant.
7.4 Time of the Essence. Time is of the essence for each and every
provision of this Amendment.
7.5 Entire Agreement. This Amendment contains the entire agreement of
Landlord and Tenant with respect to the subject matter hereof. It is understood
that there are no oral agreements between Landlord and Tenant affecting the
Existing Lease as hereby amended, and this Amendment supersedes and cancels any
and all previous negotiations, representations, agreements and understandings,
if any, between Landlord and Tenant and their respective agents with respect to
the subject matter thereof, and none shall be used to interpret or construe the
Lease. Tenant acknowledges that all prior communications from Landlord or its
agents are not and were not, and shall not be construed to be, representations
or warranties of Landlord or its agents as to the matters communicated, and have
not and will not be relied upon by Tenant.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on the dates set forth below.
LANDLORD: TENANT:
CaRR NP Properties L.L.C., NAVISITE, INC.,
a Delaware limited liability company a Delaware corporation
By: /s/ Marshall Findley By: /s/ John J. Gavin, Jr.
--------------------------------- ------------------------------------
Marshall Findley Name: John J. Gavin Jr.
Managing Director and Title: Chief Financial Officer
Vice President
Date of Execution: 8/09/06 Date of Execution: August 4, 2006
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