Washington-Seattle-549 South Dawson Street Lease [Amendment No. 3] - Pacific Northwest Group A and Amazon.com Inc.
3RD AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE is made this 17th day of June, 1998 by and between
PACIFIC NORTHWEST GROUP A, a joint venture (the "Landlord"), and AMAZON.COM, a
Delaware corporation (the "Tenant").
WHEREAS, Landlord and Tenant entered into a Lease Agreement dated
September 30, 1996, as amended July 16, 1997 and September 11, 1997 (the
"Lease"), for certain premises located in Building U, Northwest Corporate Park,
Seattle, Washington (the "Premises"), as more fully described in the Lease; and
WHEREAS, the current term of the Lease expires October 31, 2000 and
Landlord and Tenant desire to expand the Premises, adjust the monthly rent, and
to modify the Lease accordingly;
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties mutually agree as follows:
1. Effective July 1, 1998 the Premises shall be increased by
approximately 8,520 square feet for a total of 93,020 square feet as
outlined in red on Exhibit A-3 which shall replace and supersede
Exhibit A-2 to the 2nd Amendment to Lease, Exhibit A-1 to the 1st
Amendment to Lease and Exhibit A to the Lease dated September 30,
1996.
2. Effective July 1, 1998 the monthly base rent, as provided for in
Paragraph 2 of the lease shall be increased to Thirty Seven Thousand
Two Hundred Twenty One and no/100 Dollars ($37,221).
3. Effective November 1, 1998 the monthly base rent, as provided for in
Paragraph 2 of the Lease, shall be increased to Thirty Eight Thousand
Two Hundred Thirty One and no/100 Dollars ($38,231.00).
4. Tenant may make the following changes to the existing improvements.
A. Remove the office space at 550 S. Brandon Street (Johnson
Barrow space)
B. Make openings in the demising wall between 550 S. Brandon
Street (Johnson Barrow space) and 520 S. Brandon Street
C. Remove a portion of the office space at 500 S. Brandon
Street. The extent of removal to be agreed upon by Landlord
and Tenant.
Tenant will not be required to replace the demolished improvements except that
Tenant will restore changes to the demising wall upon expiration of the initial
Lease term.
5. Landlord hereby acknowledges receipt of the sum of Five Thousand
Seven Hundred Twenty Four and no/100 Dollars ($5,724.00) as an additional
security deposit.
6. This 3rd Amendment is conditioned upon and subject to Landlord's
approval and acceptance of a fully executed Agreement to Terminate Lease for
approximately 8,520 square feet of space in Building U, Northwest Corporate
Park, Seattle, Washington, effective June 30, 1998. In the event these
conditions are not met, this document shall be null and void.
7. In the event any payment due from Tenant to Landlord is made by a
party other than Tenant, such payment shall be deemed to have been made by and
for the account of Tenant, and the party making such payment shall have no
rights under this Lease.
8. Tenant warrants that all necessary corporate actions have been duly
taken to permit Tenant to enter into this Amendment to Lease and that each
undersigned officer has been duly authorized and instructed to execute this
Amendment to Lease.
9. Except as expressly modified above, all terms and conditions of the
Lease remain in full force and effect and are hereby ratified and confirmed.
<PAGE> 2
<TABLE>
<S><C>
LANDLORD: TENANT:
PACIFIC NORTHWEST GROUP A, AMAZON.COM,
a joint venture a Delaware corporation
By: /s/ WILLIAM G. WILLIAMS III By: /s/ [SIG]
----------------------------------------- -------------------------
William G. Williams III Its: VP & CIO
Vice President, ERE Yarmouth, Inc. -------------------------
as Advisor to California State
Teachers' Retirement System, Venturer
By: /s/ GLEN R. SCOTT
-----------------------------------------
Glen R. Scott,
Authorized Representative, RREEF America, L.L.C.,
as Investment Manager of State of California Public
Employees' Retirement System, an agency of the
State of California, Venturer
</TABLE>
<PAGE> 3
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
BE IT REMEMBERED, that on this 6th day of July, 1998, before me, the
undersigned a Notary Public in and for said Country and State, duly
commissioned and sworn, personally appeared Richard Dalzell known to me as to
be the person who signed as VP & CIO of Amazon.com, Inc., the corporation that
executed the within and foregoing instrument, and acknowledged said instrument
to be the free and voluntary act and deed of said corporation for the uses and
purposes therein mentioned, and on oath stated that he/she was duly elected,
qualified and acting as an officer of the corporation, that he/she was
authorized to execute said instrument and that the seal affixed, if any is the
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.
[SEAL] /s/ [KAREN AKIYAWA RESSMEYER]
----------------------------------------------
STATE OF WASHINGTON )
) ss. Notary Public for State of Washington
COUNTY OF KING ) Residing at Mercer Island
My Commission Expires 12/29/99
THIS IS TO CERTIFY that on this 14th day of July, 1998, before me, the
undersigned, a Notary Public in and for the State of Washington, personally
appeared William G. Williams III, known to me and to me known to be the VICE
PRESIDENT, ERE YARMOUTH, INC., as Advisor to CALIFORNIA STATE TEACHERS'
RETIREMENT SYSTEM, Venturer, that executed the within and foregoing instrument,
and acknowledged to me that he was authorized to sign the same on behalf of
such venturer as his free and voluntary act and deed for the uses and purposes
therein mentioned.
WITNESS MY HAND AND NOTARIAL SEAL the day and year first hereinabove
written.
[SEAL] /s/ [MARY E. BRUNICK]
----------------------------------------------
STATE OF WASHINGTON )
) ss. NOTARY PUBLIC IN AND FOR WASHINGTON
COUNTY OF KING ) RESIDING AT SEATTLE
My Commission Expires 4-7-02
THIS IS TO CERTIFY that on this 23rd day of July, 1998, before me, the
undersigned, a Notary Public in and for the State of Washington, personally
appeared Glen R. Scott, known to be and to me known to be the AUTHORIZED
REPRESENTATIVE, RREEF AMERICA, L.L.C., as Investment Manager of STATE OF
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM, an agency of the State of
California, Venturer, that executed the within and foregoing instrument,
and acknowledged to me that he was authorized to sign the same on behalf of
such venturer as his free and voluntary act and deed for the uses and purposes
therein mentioned.
WITNESS MY HAND AND NOTARIAL SEAL the day and year first hereinabove
written.
/s/ [JANICE F. DAVIS]
----------------------------------------------
NOTARY PUBLIC IN AND FOR WASHINGTON
RESIDING AT SEATTLE
My Commission Expires 3/29/00
<PAGE> 4
[BLUEPRINT]
AMAZON.COM
(50,420)
TOTAL = 93,020
AMAZON.COM
(8,520)
AMAZON.COM
(1,7040)
AMAZON.COM
(17,040)