Exhibit 10.3
THIRD AMENDMENT TO
LEASE
This Third Amendment to Lease (the
“Amendment” or “Third
Amendment” ) is entered into effective as of June 10,
2009 (the “Effective Date” ), by and between
Minneapolis 225 Holdings, LLC, a Delaware limited liability company
( “Landlord” ), and Capella Education Company, a
Minnesota corporation ( “Tenant” ).
RECITALS
A. Landlord and Tenant are parties
to an Office Lease dated February 23, 2004 (the
“Original Lease” ), which was amended by a First
Amendment to Lease dated May 16, 2006, and a Second Amendment
to Lease dated March 17, 2008 (the “Second
Amendment” ) (as so previously amended the
“Existing Lease” and as amended by this Third
Amendment, the “Lease” ), relating to certain
premises situated in the office project now commonly known as 225
South Sixth in Minneapolis, Minnesota.
B. Landlord and Tenant now want to
expand the size of the Premises on the terms and conditions
hereinafter set forth.
Accordingly, Landlord and Tenant
hereby agree as follows:
1. Application of Lease
Terms. Except to the
extent inconsistent with this Amendment and except to the extent
that the terms of this Amendment specifically address a topic, the
terms and conditions of the Existing Lease shall apply. Those
capitalized terms which are used in this Amendment and are not
defined herein shall have the respective meaning given to them in
the Existing Lease.
2. Definitions.
The following definitions are hereby
added alphabetically to Section 1 of the Lease:
“15
th
Floor Expansion
Space” means the
approximately 1,133 square feet of Rentable Area which is located
on the 15th floor of the Building and which is depicted on Exhibit
U that is attached to this Third Amendment.
“15
th
Floor Expansion Space Delivery
Date” means the
date on which Landlord delivers a fully executed copy of this Third
Amendment to Tenant.
“15
th
Floor Expansion Space Rent
Commencement Date” means September 1, 2009.
3. Addition to Premises;
Declaration From and
after the 15 th Floor Expansion Space Delivery Date, the
15 th
Floor Expansion Space shall be a
part of the Premises for all purposes of this Lease, except that
Tenant shall not be obligated to pay any Base Rent for the
15 th
Floor Expansion Space until the
15 th
Floor Expansion Space Rent
Commencement Date and Tenant shall not be obligated to pay any
Tenant’s Additional Rent for the 15 th Floor Expansion Space. Landlord shall promptly
after 15 th
Floor Expansion Space Rent
Commencement Date, prepare a declaration (substantially in the form
of Exhibit V attached hereto) confirming the 15
th Floor Expansion Space Rent Commencement Date and
the other information set forth thereon.
Tenant shall execute and return such declaration
within twenty (20) days after submission. If Tenant fails to
execute and return such declaration to Landlord within said twenty
(20) day period, Tenant shall be conclusively deemed to have
agreed that the information in the declaration is accurate and
Tenant shall have thereby waived any right to object to the
accuracy of such information unless Landlord has, during said
twenty (20) day period, received a written notice from Tenant
objecting to such information and describing in detail
Tenant’s reasons for so objecting.
4. “As Is”
Condition. Tenant agrees
to accept the 15th Floor Expansion Space in its “as is”
condition on the date possession of such space is delivered to
Tenant. Tenant acknowledges that Landlord shall not be obligated to
make any improvements to the 15 th Floor Expansion Space and that Tenant shall not
be entitled to any construction, build-out or other allowance with
respect thereto.
5. Base Rent.
Tenant shall pay as monthly Base
Rent for the 15 th Floor Expansion Space an amount equal to
one-twelfth of the product of Eight and 00/100 Dollars ($8.00)
times the number of square feet of the Rentable Area of the
15 th
Floor Expansion Space for the period
beginning on September 1, 2009, and ending on October 31,
2015. If Tenant extends the Lease Term, Tenant shall pay the Market
Base Rental Rate for the 15 th Floor Expansion Space from and after
November 1, 2015. For such purposes, the term
“Ma
