Exhibit 10.2
*** Confidential portions of this document have
been redacted and filed separately with the Commission.
SECOND AMENDMENT TO OFFICE
LEASE
This SECOND AMENDMENT TO OFFICE
LEASE (“ Second Amendment ”) is made and entered
into as of the 3 rd
day of June, 2009, by and
between KILROY REALTY, L.P., a Delaware limited partnership
(“ Landlord ”), and BRIDGEPOINT EDUCATION, INC.,
a Delaware corporation (“ Tenant ”).
R E C I
T A L S
:
A.
Landlord and Tenant entered into
that certain Office Lease dated as of January 31, 2008
(the “ Office Lease ”), as amended by that
certain First Amendment to Office Lease dated as of
December 1, 2008 (the “ First Amendment ”)
(The Office Lease and the First Amendment are hereinafter referred
to collectively as the “ Lease ”), whereby
Landlord leases to Tenant and Tenant leases from Landlord the
entirety of the building (the “ Premises ”)
located and addressed at 13480 Evening Creek Drive North, San
Diego, California (the “ Building ”). The
Building is part of the office building project commonly known as
“ Kilroy Sabre Springs .” The Premises is
identified in the Lease as containing approximately 147,533
rentable square feet of space.
B.
The Premises has been remeasured in
accordance with Section 1.2 of the Office Lease.
In connection therewith, and pursuant to the terms of such
Section 1.2 of the Office Lease, Landlord notified
Tenant in writing on November 26, 2008, of Landlord’s
space planner/architect’s determination as to the total
rentable square footage of the entire Premises (the “
Landlord Determination ”).
C.
Tenant failed within fifteen (15)
days thereafter to deliver written notice to Landlord objecting to
such Landlord Determination, and therefore, pursuant to the terms
of Section 1.2 of the Office, such failure to object
shall be deemed to constitute Tenant’s acceptance of the
Landlord Determination.
D.
Accordingly, Landlord and Tenant
desire to amend the Lease to reflect the correct rentable square
footage for the Premises, and to otherwise amend the Lease on the
terms and conditions contained herein.
A G R E
E M E N
T :
NOW, THEREFORE, in consideration of
the foregoing Recitals and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1.
Capitalized
Terms . All
undefined terms when used herein shall have the same respective
meanings as are given such terms in the Lease unless expressly
provided otherwise in this Second Amendment.
*** Confidential portions of this document have
been redacted and filed separately with the Commission.
2.
Remeasurement of
Premises .
Landlord and Tenant hereby acknowledge and agree that the Premises
has been remeasured pursuant to Section 1.2 of the
Office Lease, and Landlord and Tenant agree that, notwithstanding
any contrary provision contained in the Lease, the Premises shall
be deemed to contain 149,817 rentable (131,101 usable) square feet
of space, which measurement shall be applied retroactively to the
Lease Commencement Date as contemplated by Section 1.2
of the Office Lease. Accordingly, except where the relevant
section (or portion thereof) of the Office Lease or the First
Amendment is expressly amended pursuant to the terms of this Second
Amendment, all references to “147,533 rentable square
feet” shall hereby be deemed to reference “149,817
rentable square feet.” Landlord and Tenant further
acknowledge and agree that the rentable square footage of each
portion of the Premises is as follows:
|
Floor 6:
|
|
22,147 rentable square feet
|
|
Floor 5:
|
|
25,787 rentable square feet
|
|
Floor 4:
|
|
25,787 rentable square feet
|
|
Floor 3:
|
|
25,787 rentable square feet
|
|
Floor 2:
|
|
24,387 rentable square feet
|
|
Floor 1:
|
|
25,280 rentable square feet
|
Rentable Area of the Rooftop of the
Building*:
642 rentable square feet
* Pursuant to the BOMA
standard applicable to single-tenant buildings, the rentable area
of the rooftop of the subject building is added to the rentable
area of the remainder of such building in determining the total
rentable area of the entirety of such building.
3.
Rent
. Further to the updated
rentable square footage documented above, Landlord and Tenant
hereby acknowledge and agree that Section 4 of the
Summary, as amended and restated in it’s entirety in
Exhibit B attached to the First Amendment, is
hereby amended and restated in its entirety with the
following:
“4.
Base Rent
(Article 3):
|
Lease Year
|
|
Applicable
Square Footage
|
|
Monthly
Installment
of Base Rent**
|
|
Annual
Rental Rate
per Rentable
Square Foot
|
|
|
September 2, 2008
through October 31, 2008
|
|
N/A
|
|
$
|
[***]
|
|
N/A
|
|
|
November 1, 2008 through
November 30, 2008
|
|
48,576
|
|
$
|
[***]
|
|
$
|
[***]
|
|
|
December 1, 2008 through
February 28, 2009
|
|
74,363
|
|
$
|
[***]
|
|
$
|
[***]
|
|
2
*** Confidential portions of this document have
been redacted and filed separately with the Commission.
|
March 1, 2009 through
May 31, 2009
|
|
100,150
|
|
$
|
[***]
|
|
$
|
[***]
|
|
|
June 1, 2009 through
June 6, 2009
|
|
124,537
|
|
$
|
[***]
|
|
$
|
[***]
|
|
|
June 7, 2009 through
August 31, 2010
|
|
149,817
|
|
$
|
[***]
|
|
$
|
[***
|
