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SEVENTH AMENDMENT TO LEASE
THIS SEVENTH AMENDMENT TO LEASE (the "Amendment") is made and entered
into as of the date below written by and between TODA DEVELOPMENT, INC., a
California corporation ("Landlord"), and MACROMEDIA, INC., a Delaware
corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain lease dated June 27,
1991 for certain premises on the third floor of the building commonly known as
600 Townsend Street, San Francisco, California, as amended by that certain First
Amendment to Lease dated May 4, 1992, the Second Amendment to Lease dated August
9, 1994, the Third Amendment to Lease dated November 7, 1994, the Fourth
Amendment to Lease dated April 6, 1995, the Fifth Amendment to Lease dated
August 31, 1995, and the Sixth Amendment to Lease dated October 31, 1995
(collectively, the "Lease"). Tenant's predecessor-in-interest under the Lease
was Macromind, Inc.
B. Landlord and Tenant desire to amend the Lease as set forth below.
AGREEMENT
Landlord and Tenant hereby agree as follows:
1. ADDITIONAL PREMISES. Commencing as of June 1, 1996 (the "Additional
Premises Rental Commencement Date") the Premises shall include that portion of
the third floor of the Building comprising approximately 2,884 rentable square
feet as shown on EXHIBIT A attached hereto (the "Additional Premises"). The
total rentable square footage of the Premises, including the Additional
Premises, shall be approximately 74,850 as shown on EXHIBIT B.
2. DELIVERY OF ADDITIONAL PREMISES. Landlord shall deliver possession
of the Additional Premises as of June 1, 1996. If Landlord is unable to deliver
possession of the premises as of June 1, 1996, Landlord shall not be liable for
any damage caused for failing to deliver possession, and this Amendment shall
not be void or voidable. The Additional Premises Rental Commencement Date shall
be delayed until Landlord delivers possession of the Additional Premises to
Tenant. In the event that the Additional Premises are delivered on other than
June 1, 1996, Landlord and Tenant shall execute a letter confirming the delivery
date.
3. RENTAL. Commencing upon the Additional Premises Rental Commencement
Date, monthly Base Rental under the Lease shall be as follows:
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Period Rental
------ ------
6/1/96 - 8/31/96 $ 108,532.50
9/1/96 - 8/31/97 $ 114,520.50
9/1/97 - 12/31/2001 $ 122,005.50
Notwithstanding the Base Rent set forth above, Landlord shall forbear from
demanding the payment of $4,181.80 of Base Rental for each of the first three
months following the Additional Premises Rental Commencement Date (the
"Suspended Base Rent") provided that Tenant is not in default under this Lease.
In the event this Lease terminates at any time as a result of Tenant's default,
Tenant shall immediately pay Landlord an amount equal to the Suspended Rent.
4. ADDITIONAL TENANT IMPROVEMENT ALLOWANCE. Landlord shall provide
Tenant with an additional Tenant Improvement Allowance in the amount of $86,520.
Said allowance shall be paid and used for the Additional Premises in accordance
with paragraph 8 and Rider 5.C of the Lease. Tenant may use its own contractor
and architect (both subject to Landlord's reasonable approval) for tenant
improvement work in the Additional Premises. All costs of design and
construction shall be included within the above Allowance.
5. TENANT'S PARTICIPATION. Commencing as of the Additional Premises
Rental Commencement Date, Tenant's Participation for purposes of paragraph 6
shall be determined using a numerator of 74,850 rentable square feet. The base
year shall be 1996 for the Additional Rental payable by Tenant with respect to
the Additional Premises.
6. CONDITION OF ADDITIONAL PREMISES; IMPROVEMENTS. Tenant accepts the
Additional Premises in its "as is" condition. Tenant shall be responsible for
all demolition of and improvements to the Additional Premises and shall comply
with the terms of the Lease with respect to all work undertaken by Tenant to the
Additional Premises, including, without limitation, paragraphs 8 and 9 thereof.
7. UTILITIES. Paragraph 4 of the Lease shall apply with respect to
utilities for the Additional Premises.
8. CONDITION PRECEDENT. The parties acknowledge that the Additional
Premises are currently occupied by another tenant (the "Existing Tenant") and
that it will be necessary for Landlord to relocate the Existing Tenant by May 1,
1996 in order for Landlord to deliver the Additional Premises to Tenant by June
1, 1996. In the event that the Existing Tenant does not vacate the Additional
Premises by May 1, 1996 on such terms as are acceptable to Landlord in its sole
discretion, this Amendment shall be null and void and the parties shall have no
liability of any nature to each other with respect to this Amendment except that
Landlord shall return the security deposit paid by Tenant in accordance with
paragraph 10 below.
9. PARKING. Tenant shall have the right to two (2) additional parking
spaces in the Building Garage for a total of 50 spaces. The initial charge shall
be $80 per month per space for the additional
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stalls for the calendar year 1996. Commencing January 1, 1997, during the
initial term of the Lease the charge shall increase on January 1st each year by
an amount not to exceed 5% of the rate then in effect. The charge during the
option period shall be the Fair Market Value. Notwithstanding the foregoing, if
the garage becomes full Tenant shall be entitled only to one parking space per
1,500 square feet of rentable space leased hereunder.
10. SECURITY DEPOSIT. The Security Deposit shall be increased by
$4,181.80, which sum shall be paid by Tenant upon execution of this Seventh
Amendment and held in accordance with paragraph 5 of the Lease.
11. MISCELLANEOUS. Except as amended herein, the Lease shall remain in
full force and effect. Defined terms in the Lease shall have the same meaning in
this Seventh Amendment unless otherwise defined herein. This Seventh Amendment
constitutes the entire agreement between the parties with respect to the subject
matter hereof. This Seventh Amendment shall become binding upon Landlord and
Tenant only when fully executed by Landlord and Tenant.
IN WITNESS WHEREOF, the parties have executed this Seventh Amendment to
Lease as of the 15th day of December, 1995.
LANDLORD:
TODA DEVELOPMENT, INC.,
a California corporation
By: _____________________________
Its: ________________________
TENANT:
MACROMEDIA, INC.,
a Delaware corporation
By: _____________________________
Its:_________________________
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EIGHTH AMENDMENT TO LEASE
THIS EIGHTH AMENDMENT TO LEASE (the "Amendment") is made and entered
into as of the date below written by and between TODA DEVELOPMENT, INC., a
California corporation ("Landlord"), and MACROMEDIA, INC., a Delaware
corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain lease dated June 27,
1991 for certain premises on the third floor of the building commonly known as
600 Townsend Street, San Francisco, California, as amended by that certain First
Amendment to Lease dated May 4, 1992, the Second Amendment to Lease dated August
9, 1994, the Third Amendment to Lease dated November 7, 1994, the Fourth
Amendment to Lease dated April 6, 1995, the Fifth Amendment to Lease dated
August 31, 1995, the Sixth Amendment to Lease dated October 31, 1995, and the
Seventh Amendment to Lease dated December 15, 1995 (collectively, the "Lease").
Tenant's predecessor-in-interest under the Lease was Macromind, Inc.
B. Landlord and Tenant desire to amend the Lease as set forth below.
AGREEMENT
Landlord and Tenant hereby agree as follows:
1. ADDITIONAL PREMISES. Commencing as of April 1, 1996 (the "Additional
Premises Rental Commencement Date") the Premises shall include that portion of
the ground floor of the Building comprising approximately 3,720 rentable square
feet as shown on EXHIBIT A attached hereto (the "Additional Premises"). The
total rentable square footage of the Premises, including the Additional
Premises, shall be approximately 78,570 as shown on EXHIBIT B.
2. DELIVERY OF ADDITIONAL PREMISES. Landlord shall deliver possession
of the Additional Premises as of April 1, 1996. If Landlord is unable to deliver
possession of the premises as of April 1, 1996, Landlord shall not be liable for
any damage caused for failing to deliver possession, and this Amendment shall
not be void or voidable. The Additional Premises Rental Commencement Date shall
be delayed until Landlord delivers possession of the Additional Premises to
Tenant. In the event that the Additional Premises are delivered on other than
April 1, 1996, Landlord and Tenant shall execute a letter confirming the
delivery date.
3. RENTAL. Commencing upon the Additional Premises Rental
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Commencement Date, monthly Base Rental under the Lease shall be as follows:
Period Rental
------ ------
4/1/96 - 5/31/96 $ 109,744.70
6/1/96 - 8/31/96 $ 113,926.50
9/1/96 - 8/31/97 $ 120,212.10
9/1/97 - 12/31/2001 $ 128,069.10
The foregoing Base Rent shall be proportionately reduced in the event that the
Seventh Amendment is null and void in accordance with paragraph 8 thereof.
Notwithstanding the Base Rent set forth above, Landlord shall forbear from
demanding the payment of $5,394 of Base Rental for each of the first three
months following the Additional Premises Rental Commencement Date (the
"Suspended Base Rent") provided that Tenant is not in default under this Lease.
In the event this Lease terminates at any time as a result of Tenant's default,
Tenant shall immediately pay Landlord an amount equal to the Suspended Rent.
4. ADDITIONAL TENANT IMPROVEMENT ALLOWANCE. Landlord shall provide
Tenant with an additional Tenant Improvement Allowance in the amount of
$111,600. Said allowance shall be paid and used for the Additional Premises in
accordance with paragraph 8 and Rider 5.C of the Lease. Tenant may use its own
contractor and architect (both subject to Landlord's reasonable approval) for
tenant improvement work in the Additional Premises. All costs of design and
construction shall be included within the above Allowance.
5. TENANT'S PARTICIPATION. Commencing as of the Additional Premises
Rental Commencement Date, Tenant's Participation for purposes of paragraph 6
shall be determined using a numerator of 78,570 rentable square feet. The base
year shall be 1996 for the Additional Rental payable by Tenant with respect to
the Additional Premises.
6. CONDITION OF ADDITIONAL PREMISES; IMPROVEMENTS. Tenant accepts the
Additional Premises in its "as is" condition. Tenant shall be responsible for
all demolition of and improvements to the Additional Premises and shall comply
with the terms of the Lease with respect to all work undertaken by Tenant to the
Additional Premises, including, without limitation, paragraphs 8 and 9 thereof.
7. UTILITIES. Paragraph 4 of the Lease shall apply with respect to
utilities for the Additional Premises.
8. PARKING. Tenant shall have the right to two (2) additional parking
spaces in the Building Garage for a total of 52 spaces. The initial charge shall
be $80 per month per space for the additional stalls for the calendar year 1996.
Commencing January 1, 1997, during the initial term of the Lease the charge
shall increase on January 1st each year by an amount not to exceed 5% of the
rate then in effect. The charge during the option period shall be the Fair
Market Value. Notwithstanding the foregoing, if the garage becomes full Tenant
shall be entitled only to one parking space per 1,500 square feet of rentable
space leased hereunder.
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9. SECURITY DEPOSIT. The Security Deposit shall be increased by
$5,394, which sum shall be paid by Tenant upon execution of this Eighth
Amendment and held in accordance with paragraph 5 of the Lease.
10. MISCELLANEOUS. Except as amended herein, the Lease shall remain in
full force and effect. Defined terms in the Lease shall have the same meaning in
this Eighth Amendment unless otherwise defined herein. This Eighth Amendment
constitutes the entire agreement between the parties with respect to the subject
matter hereof. This Eighth Amendment shall become binding upon Landlord and
Tenant only when fully executed by Landlord and Tenant.
IN WITNESS WHEREOF, the parties have executed this Eighth Amendment to
Lease as of the 25th day of January, 1996.
LANDLORD:
TODA DEVELOPMENT, INC.,
a California corporation
By: _____________________________
Its: ________________________
TENANT:
MACROMEDIA, INC.,
a Delaware corporation
By: _____________________________
Its:_________________________
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NINTH AMENDMENT TO LEASE
THIS NINTH AMENDMENT TO LEASE (the "Amendment") is made and entered
into as of the date below written by and between TODA DEVELOPMENT, INC., a
California corporation ("Landlord"), and MACROMEDIA, INC., a Delaware
corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain lease dated June 27,
1991 for certain premises on the third floor of the building commonly known as
600 Townsend Street, San Francisco, California, as amended by that certain First
Amendment to Lease dated May 4, 1992, the Second Amendment to Lease dated August
9, 1994, the Third Amendment to Lease dated November 7, 1994, the Fourth
Amendment to Lease dated April 6, 1995, the Fifth Amendment to Lease dated
August 31, 1995, the Sixth Amendment to Lease dated October 31, 1995, the
Seventh Amendment to Lease dated December 15, 1995, and the Eighth Amendment to
Lease dated January 25, 1996 (collectively, the "Lease"). Tenant's
predecessor-in-interest under the Lease was Macromind, Inc.
B. Landlord and Tenant desire to amend the Lease as set forth below.
AGREEMENT
Landlord and Tenant hereby agree as follows:
1. ADDITIONAL PREMISES. Commencing as of May 1, 1996 (the "Additional
Premises Rental Commencement Date") the Premises shall include that portion of
the fourth floor of the Building comprising approximately 8,605 rentable square
feet as shown on EXHIBIT A attached hereto (the "Additional Premises"). The
total rentable square footage of the Premises, including the Additional
Premises, shall be approximately 87,175 as shown on EXHIBIT B.
2. DELIVERY OF ADDITIONAL PREMISES. Landlord shall deliver possession
of the Additional Premises as of May 1, 1996. If Landlord is unable to deliver
possession of the premises as of May 1, 1996, Landlord shall not be liable for
any damage caused for failing to deliver possession, and this Amendment shall
not be void or voidable. The Additional Premises Rental Commencement Date shall
be delayed until Landlord delivers possession of the Additional Premises to
Tenant. In the event that the Additional Premises are delivered on other than
May 1, 1996, Landlord and Tenant shall execute a letter confirming the delivery
date.
3. TERM. The Termination Date of the Lease is hereby
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changed to December 31, 2005. Tenant shall continue to have two (2) options to
renew this Lease on the terms and conditions set forth on Rider 10 upon
expiration of the revised Termination Date.
4. RENTAL. Commencing upon the Additional Premises Rental Commencement
Date, monthly Base Rental under the Lease shall be as follows:
Period Rental
------ ------
5/1/96 - 5/31/96 $ 122,221.95
6/1/96 - 8/31/96 $ 126,403.75
9/1/96 - 8/31/97 $ 133,377.75
9/1/97 - 12/31/01 $ 142,095.25
1/1/02 - 12/31/03 $ 156,915.00
1/1/04 - 12/31/05 $ 169,991.25
The foregoing Base Rent shall be proportionately reduced in the event that the
Seventh Amendment is null and void in accordance with paragraph 8 thereof.
Notwithstanding the Base Rent set forth above, Landlord shall forbear from
demanding the payment of $12,477.25 of Base Rental for each of the first three
months following the Additional Premises Rental Commencement Date (the
"Suspended Base Rent") provided that Tenant is not in default under this Lease.
In the event this Lease terminates at any time as a result of Tenant's default,
Tenant shall immediately pay Landlord an amount equal to the Suspended Rent.
5. ADDITIONAL TENANT IMPROVEMENT ALLOWANCE. Landlord shall provide
Tenant with an additional Tenant Improvement Allowance in the amount of
$258,150. Said allowance shall be paid and used for the Additional Premises in
accordance with paragraph 8 and Rider 5.C of the Lease. Tenant may use its own
contractor and architect (both subject to Landlord's reasonable approval) for
tenant improvement work in the Additional Premises. All costs of design and
construction shall be included within the above Allowance.
6. TENANT'S PARTICIPATION. Commencing as of the Additional Premises
Rental Commencement Date, Tenant's Participation for purposes of paragraph 6
shall be determined using a numerator of 87,175 rentable square feet. The base
year shall be 1996 for the Additional Rental payable by Tenant with respect to
the Additional Premises.
7. CONDITION OF ADDITIONAL PREMISES; IMPROVEMENTS. Tenant accepts the
Additional Premises in its "as is" condition. Tenant shall be responsible for
all demolition of and improvements to the Additional Premises and shall comply
with the terms of the Lease with respect to all work undertaken by Tenant to the
Additional Premises, including, without limitation, paragraphs 8 and 9 thereof.
8. UTILITIES. Paragraph 4 of the Lease shall apply with respect to
utilities for the Additional Premises.
9. PARKING. Tenant shall have the right to six (6) additional parking
spaces in the Building Garage for a total of 58 spaces. The initial charge shall
be $80 per month per space for the additional
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stalls for the calendar year 1996. Commencing January 1, 1997, during the
initial term of the Lease the charge shall increase on January 1st each year by
an amount not to exceed 5% of the rate then in effect. The charge during the
option period shall be the Fair Market Value. Notwithstanding the foregoing, if
the garage becomes full Tenant shall be entitled only to one parking space per
1,500 square feet of rentable space leased hereunder.
10. SECURITY DEPOSIT. The Security Deposit shall be increased by
$12,477.25 which sum shall be paid by Tenant upon execution of this Ninth
Amendment and held in accordance with paragraph 5 of the Lease.
11. RIGHT OF FIRST REFUSAL. Provided an event of default by Tenant has
not occurred either at the time of exercise of this right or at the time of
taking possession of additional space, Tenant shall have an ongoing right of
first refusal during the term of this Lease to lease the remainder of the fourth
floor as such space becomes available. Such right of first refusal shall be
exercised only by compliance with the terms of this paragraph. Landlord shall
not enter into a lease with any third party tenant for any portion of such space
which becomes available during the term of this Lease without first offering
such space to Tenant as follows. Landlord shall provide Tenant with a ten (10)
day right of first refusal to lease such space by notifying Tenant in writing of
Landlord's intention to lease such space. Tenant shall have the right to lease
such space on the following terms and conditions:
(a) Base rental shall be as follows:
Rental per
Period Rentable Square Foot
------ --------------------
through- 8/31/96 $1.45
9/1/96 - 8/31/97 $1.53
9/1/97 - 12/31/01 $1.63
1/1/02 - 12/31/03 $1.80
1/1/04 - 12/31/05 $1.95
(b) There shall be no rental waiver or forbearance.
(c) Tenant's Participation for purposes of paragraph 6 shall be
determined using the total number of rentable square feet leased by
Tenant as the numerator. The security deposit shall be increased by an
amount equal to $1.95 times the number of additional rentable square
feet taken by Tenant.
(d) Tenant shall take the space in its "as is" condition. Tenant
shall be responsible at its expense for all demolition of and
improvements to such premises and shall comply with the terms of the
Lease with respect to all work undertaken by Tenant on such premises,
including, without limitation, paragraphs 8 and 9 thereof.
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(e) Landlord shall provide Tenant with an additional Tenant
Improvement Allowance in the following amounts: (i) Thirty Dollars
($30) per rentable square foot with respect to the area marked on
EXHIBIT C attached hereto; and (ii) Ten Dollars ($10) per rentable
square foot with respect to the remainder of the available fourth floor
premises. Said allowance shall be paid and used in accordance with
paragraph 8 and Rider 5.C of the Lease. Tenant may use its own
contractor and architect (both subject to Landlord's reasonable
approval) for tenant improvement work in such premises. All costs of
design and construction shall be included within the above allowance.
(f) Paragraph 4 of the Lease shall apply with respect to utilities
for such Premises.
(g) All other terms of this Lease shall apply with respect thereto,
including, without limitation, the revised Termination Date.
If within ten (10) days of the date of such notice Landlord has received written
notice from Tenant of its election to lease such space on the foregoing terms
and conditions, Landlord and Tenant shall within thirty (30) days enter into a
lease amendment setting forth said terms. If Tenant fails to respond to said
notice within said ten (10) day period, or, after Tenant giving written notice
of its exercise of its right to take the space, if Landlord and Tenant do not
enter into said lease amendment within said thirty (30) day period for any
reason other than Landlord's fault, Tenant's rights under this paragraph shall
be deemed to have been waived, and Landlord shall be free to lease the space to
anyone without any further obligation to Tenant. As used herein, "third-party
tenant" excludes other parties then in possession of any portion of the premises
subject to this right of first refusal which may desire to expand its premises
or extend or renegotiate its lease or rental agreement or any other tenant in
the Building. Nothing contained herein shall require Landlord to lease to Tenant
any portion of the floor which would leave Landlord with any remaining portion
of the floor which was not commercially and economically rentable to third
parties. Should Tenant decline to take any space offered it pursuant to this
paragraph, this right of first refusal shall lapse and become void thereafter.
12. WESTERN STAFF SERVICES SPACE. The parties acknowledge that Landlord
currently leases the premises on the third floor marked on EXHIBIT D attached
hereto (the "WSS Premises") to Western Staff Services, Inc. ("WSS") and that WSS
has the right to terminate its lease upon 270 days notice to Landlord. In the
event that WSS exercises such right and Landlord notifies Tenant in writing that
Landlord desires to lease the WSS Premises to Tenant ("Landlord's Notice"),
Tenant shall lease the WSS space from Landlord on the following terms and
conditions:
(a) Commencing as of sixty (60) days after the date Landlord's
lease with WSS terminates, the Premises shall include the WSS Premises.
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(b) Base rental shall be as follows:
Rental per
Period Rentable Square Foot
------ --------------------
through- 8/31/96 $1.45
9/1/96 - 8/31/97 $1.53
9/1/97 - 12/31/01 $1.63
1/1/02 - 12/31/03 $1.80
1/1/04 - 12/31/05 $1.95
(j) There shall be no rental waiver or forbearance.
(c) Tenant's Participation for purposes of paragraph 6 shall be
determined using the total number of rentable square feet leased by
Tenant as the numerator. The security deposit shall be increased by an
amount equal to $1.95 times the number of additional rentable square
feet taken by Tenant.
(d) Tenant shall take the space in its "as is" condition. Tenant
shall be responsible at its expense for all demolition of and
improvements to such premises and shall comply with the terms of this
Lease with respect to all work undertaken by Tenant on such premises,
including, without limitation, paragraphs 8 and 9 thereof.
(e) Tenant may use its own contractor and architect (both subject
to Landlord's reasonable approval) for tenant improvement work in such
premises. All costs of design and construction shall be paid by Tenant.
Landlord shall have no responsibility to provide any additional Tenant
Improvement Allowance.
(f) Paragraph 4 of the Lease shall apply with respect to utilities
for such Premises.
(g) All other terms of this Lease shall apply with respect thereto,
including, without limitation, the termination date.
Landlord and Tenant shall acknowledge in writing that the Premises
include the WSS Premises on the terms and conditions set forth above within ten
(10) days of the date of Landlord's Notice. Tenant's failure to timely execute
and deliver such acknowledgment shall constitute a default hereunder.
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13. MISCELLANEOUS. Except as amended herein, the Lease shall remain in
full force and effect. Defined terms in the Lease shall have the same meaning in
this Ninth Amendment unless otherwise defined herein. This Ninth Amendment
constitutes the entire agreement between the parties with respect to the subject
matter hereof. This Ninth Amendment shall become binding upon Landlord and
Tenant only when fully executed by Landlord and Tenant.
IN WITNESS WHEREOF, the parties have executed this Ninth Amendment to
Lease as of the 21st day of February, 1996.
LANDLORD:
TODA DEVELOPMENT, INC.,
a California corporation
By: _____________________________
Its: ________________________
TENANT:
MACROMEDIA, INC.,
a Delaware corporation
By: _____________________________
Its:_________________________
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TENTH AMENDMENT TO LEASE
THIS TENTH AMENDMENT TO LEASE (the "Amendment") is made and entered
into as of the date below written by and between TODA DEVELOPMENT, INC., a
California corporation ("Landlord"), and MACROMEDIA, INC., a Delaware
corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain lease dated June 27,
1991 for certain premises on the third floor of the building commonly known as
600 Townsend Street, San Francisco, California, as amended by that certain First
Amendment to Lease dated May 4, 1992, the Second Amendment to Lease dated August
9, 1994, the Third Amendment to Lease dated November 7, 1994, the Fourth
Amendment to Lease dated April 6, 1995, the Fifth Amendment to Lease dated
August 31, 1995, the Sixth Amendment to Lease dated October 31, 1995, the
Seventh Amendment to Lease dated December 15, 1995, the Eighth Amendment to
Lease dated January 25, 1996, and the Ninth Amendment to Lease dated February
21, 1996 (collectively, the "Lease"). Tenant's predecessor-in-interest under the
Lease was Macromind, Inc.
B. Landlord and Tenant desire to amend the Lease as set forth below.
AGREEMENT
Landlord and Tenant hereby agree as follows:
1. ADDITIONAL PREMISES. Commencing as of May 1, 1996 (the "Additional
Premises Rental Commencement Date") the Premises shall include that portion of
the second floor of the Building comprising approximately 1,733 rentable square
feet as shown on EXHIBIT A attached hereto (the "Additional Premises"). The
total rentable square footage of the Premises, including the Additional
Premises, shall be approximately 88,908 as shown on EXHIBIT B.
2. DELIVERY OF ADDITIONAL PREMISES. Landlord shall deliver possession
of the Additional Premises as of May 1, 1996. If Landlord is unable to deliver
possession of the premises as of May 1, 1996, Landlord shall not be liable for
any damage caused for failing to deliver possession, and this Amendment shall
not be void or voidable. The Additional Premises Rental Commencement Date shall
be delayed until Landlord delivers possession of the Additional Premises to
Tenant. In the event that the Additional Premises are delivered on other than
May 1, 1996, Landlord and Tenant shall execute a letter confirming the delivery
date.
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3. RENTAL. Commencing upon the Additional Premises Rental Commencement
Date, monthly Base Rental under the Lease shall be as follows:
Period Rental
------ ------
5/1/96 - 5/31/96 $ 124,734.80
6/1/96 - 8/31/96 $ 128,916.60
9/1/96 - 8/31/97 $ 136,029.24
9/1/97 - 12/31/01 $ 144,920.04
1/1/02 - 12/31/03 $ 160,034.40
1/1/04 - 12/31/05 $ 173,370.60
4. ADDITIONAL TENANT IMPROVEMENT ALLOWANCE. Landlord shall provide
Tenant with an additional Tenant Improvement Allowance in the amount of $51,990.
Said allowance shall be paid and used for the Additional Premises in accordance
with paragraph 8 and Rider 5.C of the Lease. Tenant may use its own contractor
and architect (both subject to Landlord's reasonable approval) for tenant
improvement work in the Additional Premises. All costs of design and
construction shall be included within the above Allowance.
4. TENANT'S PARTICIPATION. Commencing as of the Additional Premises
Rental Commencement Date, Tenant's Participation for purposes of paragraph 6
shall be determined using a numerator of 88,908 rentable square feet. The base
year shall be 1996 for the Additional Rental payable by Tenant with respect to
the Additional Premises.
5. CONDITION OF ADDITIONAL PREMISES; IMPROVEMENTS. Tenant accepts the
Additional Premises in its "as is" condition. Tenant shall be responsible for
all demolition of and improvements to the Additional Premises and shall comply
with the terms of the Lease with respect to all work undertaken by Tenant to the
Additional Premises, including, without limitation, paragraphs 8 and 9 thereof.
6. RESTORATION OF ADDITIONAL PREMISES. The parties acknowledge that the
Additional Premises are currently Building common area and that Landlord intends
to again utilize such space as common area upon expiration of this Lease. Upon
the expiration or termination of this Lease for any reason, Tenant shall at its
sole cost and expense promptly remove any alterations, additions, fixtures or
improvements to the Additional Premises made by Tenant and restore the
Additional Premises as common area in the condition existing as of the date
hereof, including, without limitation all finishes and details. Such restoration
removal shall be completed prior to the expiration or termination of this Lease.
7. EXCLUSIVE ELEVATOR ACCESS TO ADDITIONAL PREMISES. Tenant shall have
the right at its sole cost and expense to install card reading devices in the
Building elevators which require a pass card to access the second floor of the
Building, provided that the installation and utilization of such devices does
not adversely affect the elevator service to other floors. Tenant shall provide
Landlord with such pass cards so that Landlord at all times has access to the
second floor. Tenant at its expense shall maintain such devices in good
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operating condition and repair. Upon expiration or termination of this Lease for
any reason, Tenant at its expense shall remove such devices, repair any damage
caused by such removal and restore the elevators to the condition existing as of
the date hereof. Tenant shall comply with all applicable codes in connection
with the installation and operation of such devices. Tenant shall be responsible
for all additional security it may desire for the second floor and Landlord
shall have no responsibility for the same.
8. UTILITIES. Paragraph 4 of the Lease shall apply with respect to
utilities for the Additional Premises.
9. SECURITY DEPOSIT. The Security Deposit shall be increased by
$3,379.35 which sum shall be paid by Tenant upon execution of this Tenth
Amendment and held in accordance with paragraph 5 of the Lease.
10. MISCELLANEOUS. Except as amended herein, the Lease shall remain in
full force and effect. Defined terms in the Lease shall have the same meaning in
this Tenth Amendment unless otherwise defined herein. This Tenth Amendment
constitutes the entire agreement between the parties with respect to the subject
matter hereof. This Tenth Amendment shall become binding upon Landlord and
Tenant only when fully executed by Landlord and Tenant.
IN WITNESS WHEREOF, the parties have executed this Tenth Amendment to
Lease as of the 30th day of April, 1996.
LANDLORD: TENANT:
TODA DEVELOPMENT, INC., MACROMEDIA, INC.,
a California corporation a Delaware corporation
By: _________________________ By: _________________________
Its: ____________________ Its:_____________________
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ELEVENTH AMENDMENT TO LEASE
THIS ELEVENTH AMENDMENT TO LEASE (the "Amendment") is made and entered
into as of the date below written by and between TODA DEVELOPMENT, INC., a
California corporation ("Landlord"), and MACROMEDIA, INC., a Delaware
corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain lease dated June 27,
1991 for certain premises on the third floor of the building commonly known as
600 Townsend Street, San Francisco, California, as amended by that certain First
Amendment to Lease dated May 4, 1992, the Second Amendment to Lease dated August
9, 1994, the Third Amendment to Lease dated November 7, 1994, the Fourth
Amendment to Lease dated April 6, 1995, the Fifth Amendment to Lease dated
August 31, 1995, the Sixth Amendment to Lease dated October 31, 1995, the
Seventh Amendment to Lease dated December 15, 1995, the Eighth Amendment to
Lease dated January 25, 1996, the Ninth Amendment to Lease dated February 21,
1996 and the Tenth Amendment to Lease dated April 30, 1996 (collectively, the
"Lease"). Tenant's predecessor-in-interest under the Lease was Macromind, Inc.
B. Landlord and Tenant desire to amend the Lease as set forth below.
AGREEMENT
Landlord and Tenant hereby agree as follows:
1. ADDITIONAL PREMISES. Commencing as of July 1, 1996 (the "Additional
Premises Rental Commencement Date") the Premises shall include that portion of
the fourth floor of the Building comprising approximately 6,581 rentable square
feet as shown on EXHIBIT A attached hereto (the "Additional Premises"). The
total rentable square footage of the Premises, including the Additional
Premises, shall be approximately 95,489 as shown on EXHIBIT B.
2. DELIVERY OF ADDITIONAL PREMISES. Landlord shall deliver possession
of the Additional Premises as of July 1, 1996. If Landlord is unable to deliver
possession of the Additional Premises as of July 1, 1996, Landlord shall not be
liable for any damage caused for failing to deliver possession, and this
Amendment shall not be void or voidable. The Additional Premises Rental
Commencement Date shall be delayed until Landlord delivers possession of the
Additional Premises to Tenant. In the event that the Additional Premises are
delivered on
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other than July 1, 1996, Landlord and Tenant shall execute a letter confirming
the delivery date.
3. RENTAL. Commencing upon the Additional Premises Rental Commencement
Date, monthly Base Rental under the Lease shall be as follows:
Period Rental
------ ------
7/1/96 - 8/31/96 $ 138,459.05
9/1/96 - 8/31/97 $ 146,098.17
9/1/97 - 12/31/01 $ 155,647.07
1/1/02 - 12/31/03 $ 171,880.20
1/1/04 - 12/31/05 $ 186,203.55
4. ADDITIONAL TENANT IMPROVEMENT ALLOWANCE. Landlord shall provide
Tenant with an additional Tenant Improvement Allowance in the amount of
$117,510. Said allowance shall be paid and used for the Additional Premises in
accordance with paragraph 8 and Rider 5.C of the Lease. Tenant may use its own
contractor and architect (both subject to Landlord's reasonable approval) for
tenant improvement work in the Additional Premises. All costs of design and
construction shall be included within the above Allowance.
4. TENANT'S PARTICIPATION. Commencing as of the Additional Premises
Rental Commencement Date, Tenant's Participation for purposes of paragraph 6
shall be determined using a numerator of 95,489 rentable square feet. The base
year shall be 1996 for the Additional Rental payable by Tenant with respect to
the Additional Premises.
5. CONDITION OF ADDITIONAL PREMISES; IMPROVEMENTS. Tenant accepts the
Additional Premises in its "as is" condition. Tenant shall be responsible for
all demolition of and improvements to the Additional Premises and shall comply
with the terms of the Lease with respect to all work undertaken by Tenant to the
Additional Premises, including, without limitation, paragraphs 8 and 9 thereof.
6. RESTORATION OF ADDITIONAL PREMISES. The parties acknowledge that a
portion of the Additional Premises are currently Building common area and that
Landlord intends to again utilize such space as common area upon expiration of
this Lease. Upon the expiration or termination of this Lease for any reason,
Tenant shall at its sole cost and expense promptly remove any alterations,
additions, fixtures or improvements to the Additional Premises made by Tenant
and restore that portion of the Additional Premises which is currently common
area in the condition existing as of the date hereof, including, without
limitation all finishes and details. Such restoration removal shall be completed
prior to the expiration or termination of this Lease.
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7. CONDITION PRECEDENT; PAYMENT OF RELOCATION EXPENSES. The parties
acknowledge that the entry to the premises leased by Design/Sense, an existing
tenant, is from that portion of the Additional Premises that is currently a
corridor and that it will be necessary for Design/Sense to relocate the entrance
to its premises. In the event that Design/Sense does not agree to such
relocation on such terms as are acceptable to Landlord in its sole discretion by
June 1, 1996, this Amendment shall be null and void and the parties shall have
no liability of any nature to each other with respect to this Amendment except
that Landlord shall return the security deposit paid by Tenant in accordance
with paragraph 10 below. Tenant shall pay Landlord upon demand, as additional
rental under this Lease, an amount equal to the following: (i) all costs of any
nature incurred in connection with the relocation of the Design/Sense entryway
and the construction of a new entryway in accordance with the space plan
attached as EXHIBIT C, including, without limitation, architect and other
professional fees, permit fees, and all costs of construction; and (ii) all
out-of-pocket costs of any nature incurred by Design/Sense in the event that
Design/Sense temporarily closes its business in connection with the construction
of the new entryway.
8. UTILITIES. Paragraph 4 of the Lease shall apply with respect to
utilities for the Additional Premises.
9. SECURITY DEPOSIT. The Security Deposit shall be increased by
$12,832.95 which sum shall be paid by Tenant upon execution of this Eleventh
Amendment and held in accordance with paragraph 5 of the Lease.
10. PARKING. Tenant shall have the right to four (4) additional parking
spaces in the Building Garage for a total of 62 spaces. The initial charge shall
be $80 per month per space for the additional stalls for the calendar year 1996.
The charge shall increase 5% over the rate then in effect on each anniversary of
the Additional Premises Rental Commencement Date during the initial term of the
Lease. The charge during the option period shall be the Fair Market Value.
Notwithstanding the foregoing, if the garage becomes full Tenant shall be
entitled only to one parking space per 1,500 square feet of rentable space
leased hereunder.
11. MISCELLANEOUS. Except as amended herein, the Lease shall remain in
full force and effect. Defined terms in the Lease shall have the same meaning in
this Eleventh Amendment unless otherwise defined herein. This Eleventh Amendment
constitutes the entire agreement between the parties with respect to the subject
matter hereof. This Eleventh Amendment shall become binding upon Landlord and
Tenant only when fully executed by Landlord and Tenant.
IN WITNESS WHEREOF, the parties have executed this Eleventh Amendment
to Lease as of the 13th day of June, 1996.
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LANDLORD: TENANT:
TODA DEVELOPMENT, INC., MACROMEDIA, INC.,
a California corporation a Delaware corporation
By: _________________________ By: _________________________
Its: ____________________ Its:_____________________
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