Exhibit 10.10
AMENDMENT NO. 1 TO LEASE
This Amendment No. 1 To Lease (this "Amendment") is dated as of this 3rd
day of December, 2001, by and between Menlo Equities Associates LLC, a
California limited liability company ("Landlord") and Macromedia, Inc.,, a
Delaware corporation ("Tenant").
Recitals
A. Landlord and Tenant entered into that certain Lease Agreement dated
November 29, 2001 (the "Lease") for premises located in the City of Redwood
City, County of San Mateo, State of California, commonly known as 101 Redwood
Shores Parkway, comprised of 52,905 rentable square feet of floor area
("Premises"); and
B. Landlord and Tenant now desire to amend the Lease according to the terms
and conditions set forth herein. Capitalized terms used in this Amendment and
not otherwise defined shall have the meanings assigned to them in the Lease.
Agreement
Now Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:
1. Base Monthly Rent. The term "Base Monthly Rent" as defined in Article 1
of the Lease is hereby deleted and replaced with the following:
Base Monthly Rent: The term "Base Monthly Rent" shall mean the following:
Period Base Monthly Rent
------ -----------------
12/27/01 - 12/26/04 $140,727.30
12/27/04 - 12/26/09 $153,953.55
12/27/09 - 12/26/11 $160,302.15
Notwithstanding the foregoing, from and after the end
of the 24/th/ month of the Lease Term, Base Monthly
Rent is subject to reduction by the Reduction Factor,
as hereinafter defined in this paragraph. The term
"Reduction Factor" shall mean a number, between $0 and
$10,416.67, inclusive, calculated (as of the last day
of the 24/th/ month of the Lease Term) by dividing the
Commission and T.I. Balance (as hereinafter defined in
this paragraph) by 96 (the remaining number of months
in the Lease Term). The term "Commission and T.I.
Balance" shall mean (A) $1,000,000 multiplied by the
percentage of the rentable square feet located on the
first and second floors of the Building (exclusive of
the Building lobby and any portion of the 52,905
square feet of the Leased Premises) which are subject
to leases or other form of occupancy agreement in
effect as of the last day of the 24/th/ month of the
Lease Term, minus (B) the total costs incurred or
irrevocably committed (subject to reasonable,
customary, good faith conditions) by Landlord in
connection with multi-tenant corridors required by
such leased premises, tenant improvements, and/or
leasing commissions for space located on the first and
second floors of the Building. For example, if 75% of
the first and second floors of the Building were
subject to leases or other form of occupancy agreement
as of the end of the 24 month period, the $1,000,000
base would be reduced to $750,000, and if the total
costs incurred or irrevocably committed (subject to
reasonable, customary, good faith conditions) by
Landlord in connection with multi-tenant corridors
required by such leased premises, tenant improvements,
and/or leasing commissions for space located on the
first and second floors of the Building were $400,000,
then Base Monthly Rent for the remaining 96 months of
the Lease Term would be reduced by $3,645.83 (i.e.,
$350,000 divided by 96). In this example, the
Reduction Factor would be $3,645.83.
2. Ratification. The Lease, as amended by this Amendment, is hereby
ratified by Landlord and Tenant and Landlord and Tenant hereby agree that the
Lease, as so amended, shall continue in full force and effect.
3. Miscellaneous.
(a) Attorney's Fees. If either party commences an action against the
other party arising out of or in connection with this Amendment, the prevailing
party shall be entitled to recover from the losing party reasonable attorney's
fees and costs of suit.
(b) Counterparts. This Amendment may be signed in two or more
counterparts. When at least one such counterpart has been signed by each party,
this Amendment shall be deemed to have been fully executed, each counterpart
shall be deemed to be an original, and all counterparts shall be deemed to be
one and the same agreement.
In Witness Whereof, Landlord and Tenant have executed this Amendment as
of the date first written above.
Tenant: Landlord:
Macromedia, Inc., Menlo Equities Associates LLC,
a Delaware corporation a California limited liability company
By: Menlo Equities Inc., Managing Member
By: _________________________________ By: ________________________________
Name: James Morgensen, Henry D. Bullock, President
Title: Vice President, Real Estate,
Facilities and Services
By: _________________________________
Name: Elizabeth Nelson
Title: Chief Financial Officer