Exhibit 10.4.6


SIXTH AMENDMENT TO LEASE


(400
Corporate Pointe)


THIS SIXTH
AMENDMENT TO LEASE (“Sixth Amendment”)
is made and entered into as of the 28th day of August, 2001, by and between ARDEN
REALTY FINANCE PARTNERSHIP, L.P., a California limited partnership (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware
corporation (“Tenant”).


R
E  C  I  T  A  L  S:


A.            400 Corporate Pointe, Ltd., a
California general partnership (“400 Corporate”)
and Integrated Analytics Corporation, a California corporation (“IAC”) entered into that certain Standard Form Office Lease
dated as of July 11, 1990 (“Original Lease”),
whereby 400 Corporate leased to IAC and IAC leased from 400 Corporate certain
office space located in that certain building located and addressed at 400
Corporate Pointe, Culver City, California 90230 (the “Building”).
The Original Lease was subsequently amended by that certain First Amendment to
Lease dated June 1, 1995, by and between AEW/LBA Acquisition Co. LLC, a
California limited liability company (“AEW”) as
successor-in-interest to 400 Corporate, and Tenant, as successor-in-interest to
IAC (the “First Amendment”); by that certain
Second Amendment to Lease dated December 5, 1996 by and between Arden Realty
Limited Partnership, a Maryland limited partnership (“ARLP”)
as successor-in-interest to AEW and Tenant (“Second
Amendment”); by that certain Third Amendment to Lease dated as of
March 13, 1998 by and between Landlord as successor-in-interest to ARLP and
Tenant (“Third Amendment”); by that certain
Fourth Amendment to Lease dated as of February 29, 2000 by and between Landlord
and Tenant (the “Fourth Amendment”); and by that
certain Fifth Amendment to Lease dated June 29, 2000 by and between Landlord
and Tenant (the “Fifth Amendment”). The Original Lease,
as amended by the First Amendment, the Second Amendment, the Third Amendment,
the Fourth Amendment and the Fifth Amendment is referred to herein as the “Lease”.


B.            By this Sixth Amendment, Landlord
and Tenant desire to expand the Existing Premises and to otherwise modify the
Lease as provided herein.


C.            Unless otherwise defined herein,
capitalized terms as used herein shall have the same meanings as given thereto
in the Original Lease.


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:


A
G  R  E  E  M  E  N  T


1.             The Existing Premises.
Landlord and Tenant hereby agree that pursuant to the Lease, Landlord currently
leases to Tenant and Tenant currently leases from Landlord certain office space
in the Building containing a total of 48,202 rentable square feet comprised of
13,696 rentable square feet located on the eighth (8th) floor of the Building
and known as Suite 855, 5,295 rentable square feet located on the seventh (7th)
floor of the Building and known as Suite 750, 1,263 rentable square feet
located on the seventh (7th) floor of the Building known as Suite 725, 20,347
rentable square feet consisting of sixth (6th) floor of the Building and known as
Suite 600 and 7,601 rentable square feet located on the seventh (7th) floor of the Building and known as
Suite 700 (collectively, the “Existing Premises”).


2.             Expansion of the Existing
Premises.


2.1           Suite 780. That certain space
located on the seventh (7th) floor of the Building and known as Suite 780 is
outlined on the floor plan attached hereto as Exhibit “A” and made a part
hereof (“Suite 780”). Landlord and Tenant hereby
stipulate that Suite 780 contains 2,147 rentable (1,867 usable) square feet.
Effective as of the date (the “Suite 780 Commencement
Date”) that is sixty (60) days after the date Landlord delivers
possession of













Suite 780 to Tenant (the “Suite 780 Delivery Date”), Tenant shall lease from Landlord
and Landlord shall lease to Tenant Suite 780. Accordingly, effective upon Suite
780 Commencement Date, the Existing Premises shall be increased to include
Suite 780. The Suite 780 Delivery Date is anticipated to be November 1, 2001.
If Landlord does not deliver possession of Suite 780 to Tenant on or before the
anticipated Suite 780 Delivery Date, Landlord shall not be subject to any
liability for its failure to do so, and such failure shall not affect the
validity of this Sixth Amendment nor the obligations of Tenant hereunder.
Effective as of the Suite 780 Commencement Date, all references to the “Premises”
shall mean and refer to the Existing Premises as expanded by Suite 780.


2.2           Suite 785. That certain space
located on the seventh (7th) floor of the Building and known as Suite 785 is
outlined on the floor plan attached hereto as Exhibit “A” and made a part hereof
(“Suite 785”). Landlord and Tenant hereby
stipulate that Suite 785 contains 1,204 rentable (1,047 usable) square feet.
Effective as of the date (the “Suite 785  Commencement Date”) that is sixty (60) days after the date
Landlord delivers Suite 785 to Tenant (the “Suite 785
Delivery Date”), Tenant shall lease from Landlord and Landlord shall
lease to Tenant Suite 785. Accordingly, effective upon the Suite 785
Commencement Date, the Existing Premises shall be increased to include the
Suite 785. The Suite 785 Delivery Date is anticipated to be December 1, 2001.
If Landlord does not deliver possession of Suite 785 to Tenant on or before the
anticipated Suite 785 Delivery Date, Landlord shall not be subject to any
liability for its failure to do so, and such failure shall not affect the
validity of this Sixth Amendment nor the obligations of Tenant hereunder.
Effective as of the Suite 785 Commencement Date, all references to the “Premises”
shall mean and refer to the Existing Premises as expanded by Suite 785.


2.3           Suite 755. That certain space
located on the seventh (7th) floor of the Building and known as Suite 755 is
outlined on the floor plan attached hereto as Exhibit “A” and made a part
hereof (“Suite 755”). Landlord and Tenant hereby
stipulate that Suite 755 contains 2,789 rentable (2,425 usable) square feet.
Effective as of the date (the “Suite 755 Commencement
Date”) that is sixty (60) days after the date Landlord delivers
Suite 755 to Tenant (the “Suite 755 Delivery Date”),
Tenant shall lease from Landlord and Landlord shall lease to Tenant Suite 755.
Accordingly, effective upon the Suite 755 Commencement Date, the Existing
Premises shall be increased to include Suite 755. The Suite 755 Delivery Date
is anticipated to be April 1, 2002. If Landlord does not deliver possession of
Suite 755 to Tenant on or before the anticipated Suite 755 Delivery Date,
Landlord shall not be subject to any liability for its failure to do so, and
such failure shall not affect the validity of this Sixth Amendment nor the
obligations of Tenant hereunder. Effective as of the Suite 755 Commencement
Date, all references to the “Premises” shall mean and refer to the Existing
Premises as expanded by Suite 755.


Suites 780, 785
and 755 may be referred to collectively herein as the “Expansion
Space”. Landlord and Tenant hereby agree that such addition of the
Expansion Space shall, effective after the Suite 780, Suite 785 and Suite 755
Commencement Dates have all occurred, increase the number of rentable square
feet leased by Tenant in the Building to a total 54,342 rentable square feet.


3.             Term and Monthly Base Rent for
the Expansion Space.


3.1           Suite 780. The Lease Term for
Tenant’s lease of Suite 780 (“Suite 780 Term”
shall commence on the Suite 780 Commencement Date and shall expire
co-terminously with Tenant’s lease of the Existing Premises on December 31,
2005, subject to extension as provided in Section 10 of the Third Amendment.
During the Suite 780 Term, Tenant shall pay in accordance with the provisions
of this Section 3.1, Monthly Base Rent for Suite 780 as follows:


	
  Month of Suite 780 Term

  	
   

  	
  Monthly Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1-12

  	
   

  	
  $

  	
  4,938.10

  	
   

  
	
  13-24

  	
   

  	
  $

  	
  5,086.24

  	
   

  
	
  24-36

  	
   

  	
  $

  	
  5,238.83

  	
   

  
	
  37-December 31,
  2005

  	
   

  	
  $

  	
  5,396.00

  	
   

  




 2
 









3.2.          Suite 785. The Lease Term for
Tenant’s lease of Suite 785 (“Suite 785 Term”) shall
commence on the Suite 785 Commencement Date and shall expire co-terminously
with Tenant’s lease of the Existing Premises on December 31, 2005, subject to
extension as provided in Section 10 of the Third Amendment. During the Suite
785 Term, Tenant shall pay in accordance with the provisions of this Section
3.2, Monthly Base Rent for Suite 785 as follows:


	
  Month of Suite 785 Term

  	
   

  	
  Monthly Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1-12

  	
   

  	
  $

  	
  2,769.20

  	
   

  
	
  13-24

  	
   

  	
  $

  	
  2,852.28

  	
   

  
	
  24-36

  	
   

  	
  $

  	
  2,937.84

  	
   

  
	
  37-December 31,
  2005

  	
   

  	
  $

  	
  3,025.98

  	
   

  



 


3.3.          Suite 755. The Lease Term for
Tenant’s lease of Suite 755 (“Suite 755 Term”)
shall commence on the Suite 755 Commencement Date and shall expire
co-terminously with Tenant’s lease of the Existing Premises on December 31,
2005, subject to extension as provided in Section 10 of the Third Amendment.
During the Suite 755 Term, Tenant shall pay in accordance with the provisions
of this Section 3.3, Monthly Base Rent for Suite 755 as follows:


	
  Month of Suite 755 Term

  	
   

  	
  Monthly Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1-12

  	
   

  	
  $

  	
  6,414.70

  	
   

  
	
  13-24

  	
   

  	
  $

  	
  6,607.14

  	
   

  
	
  24-36

  	
   

  	
  $

  	
  6,805.36

  	
   

  
	
  37-December 31, 2005

  	
   

  	
  $

  	
  7,009.52

  	
   

  



 


4.                                       Tenant’s
Percentage of Total Rentable Area.


4.1.          Notwithstanding anything to the
contrary in the Lease, during the Suite 780 Term, Tenant’s Percentage of Total
Rentable Area for the Suite 780 only shall be 1.30% and the Base Year (as
defined in Section 1.7 of the First Amendment) for the Suite 780 only shall be
the calendar year 2002.


4.2.          Notwithstanding anything to the
contrary in the Lease, during the Suite 785 Term, Tenant’s Percentage of Total Rentable
Area for the Suite 785 only shall be 0.73% and the Base Year (as defined in
Section 1.7 of the First Amendment) for the Suite 785 only shall be the
calendar year 2002.


4.3.          Notwithstanding anything to the
contrary in the Lease, during the Suite 780 Term, Tenant’s Percentage of Total
Rentable Area for the Suite 755 only shall be 1.69% and the Base Year (as
defined in Section 1.7 of the First Amendment) for the Suite 755 only shall be
the calendar year 2002.


5.             Tenant Improvements. Tenant
Improvements in each suite of the Expansion Space shall be installed and
constructed in accordance with the terms of the Tenant Work Letter attached
hereto as Exhibit “B” and made a part hereof. The Tenant Work Letter shall
apply separately to each suite, except that the architect, contractor and each
subcontractor approved for purposes of work on one suite shall also be deemed
approved for work on the other suites.


6.             Refurbishment of 8th Floor Corridors. On or before December 31,
2001, Landlord shall refurbish the common area corridor and elevator lobby
located on the 8th floor of the Building using Building-standard
materials as determined by Landlord in Landlord’s sole discretion.


7.             Parking.


7.1.          Effective from and after the Suite 780
Commencement Date and continuing throughout the Suite 780 Term, Tenant may rent
from Landlord up to an additional nine (9) unreserved parking passes for use in
the Building’s parking facility. Tenant’s rental and



 3
 









use of such additional
parking passes shall be in accordance with, and subject to, all provisions of
Section 1(w) of the Original Lease including, without limitation, payment of
the prevailing monthly parking rate for such passes.


7.2.          Effective from and after the Suite 785
Commencement Date and continuing throughout the Suite 785 Term, Tenant may rent
from Landlord up to an additional five (5) unreserved parking passes for use in
the Building’s parking facility. Tenant’s rental and use of such additional
parking passes shall be in accordance with, and subject to, all provisions of
Section 1(w) of the Original Lease including, without limitation, payment of
the prevailing monthly parking rates for such passes.


7.3.          Effective from and after the Suite 755
Commencement Date and continuing throughout the Suite 755 Term, Tenant may rent
from Landlord up to an additional eleven (11) unreserved parking passes for use
in the Building’s parking facility. Tenant’s rental and use of such additional
parking passes shall be in accordance with, and subject to, all provisions of
Section 1(w) of the Original Lease including, without limitation, payment of
the prevailing monthly parking rate for such passes.


8.             Option to Cancel. The
parties hereby agree and acknowledge that Tenant’s Cancellation Option pursuant
to Section 1.11 of the First Amendment, as amended by Section 9 of the Second
Amendment, shall not apply to the Expansion Space.


9.             Option to Renew. In the
event Tenant elects to exercise its first Option to Renew pursuant to Section
10 of the Third Amendment, in determining the “Fair Market Rental Rate” for
such first Option Term, Tenant shall receive a minimum of Three Dollars ($3.00)
per usable square foot of that portion of then-exiting Premises subject to such
renewal, as a tenant improvement, refurbishment and/or repainting allowance
under Section 1.12(b)(v) of the First Amendment.


10.           Existing Subtenants. Tenant
shall have the right, without Landlord’s consent, to sublet all or a part or
parts of the Expansion Space to tenants and subtenants currently occupying such
portions of the Expansion Space, so long as no such sublease has a term
expiring later than the term for the applicable Expansion Space and so long as
no demising walls or separate reception areas are constructed in connection
with any such sublease. Tenant shall give Landlord written notice of each such
sublease no later than ten (10) business days after entering into the same.


11.           Notice of Lease Term Dates.
Landlord may deliver to Tenant a commencement letter in a form substantially
similar to that attached hereto as Exhibit “C” and made a part hereof at any
time after the occurrence of each of the Suite 780, Suite 785 and/or Suite 755
Commencement Dates, respectively. Tenant agrees to execute and return to
Landlord each such commencement letter within five (5) business days after
Tenant’s receipt thereof.


12.           Brokers. Each party represents
and warrants to the other that no broker, agent or finder negotiated or was
instrumental in negotiating or consummating this Sixth Amendment other than CB
Richard Ellis, Inc., for whose commission Landlord shall be responsible. Each
party further agrees to defend, indemnify and hold harmless the other party
from and against any claim for commission or finder’s fee by any entity, other
than CB Richard Ellis, Inc., which claims or alleges that they were retained or
engaged by the first party or at the request of such party in connection with
this Sixth Amendment.


13.           Defaults. Tenant hereby
represents and warrants to Landlord that, to the best of Tenant’s knowledge as
of the date of this Sixth Amendment, Tenant is in full compliance with all
terms, covenants and conditions of the Lease and that there are no breaches or
defaults under the Lease by Landlord or Tenant, and that Tenant knows of no
events or circumstances which, given the passage of time, would constitute a
default under the Lease by either Landlord or Tenant.


14.           Signing Authority.
Concurrently with Tenant’s execution of this Sixth Amendment, Tenant shall
provide to Landlord reasonable evidence that the individuals executing this
Sixth Amendment on behalf of Tenant are authorized to bind the Tenant.


15.           No Further Modification.
Except as set forth in this Sixth Amendment, all of the terms and provisions of
the Lease shall apply with respect to the Expansion Space and shall



 4
 









remain unmodified and in
full force and effect. Effective as of the date hereof, all references to the “Lease”
shall refer to the Lease as amended by this Sixth Amendment.


IN WITNESS
WHEREOF, this Sixth Amendment has been executed as of the day and year first above
written.


	
  “LANDLORD”

  	
   

  	
  ARDEN REALTY FINANCE PARTNERSHIP, L.P.,

  a California limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARDEN REALTY FINANCE, INC.,

  a California corporation

  Its:  Sole General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Victor J. Coleman

  	
   

  
	
   

  	
   

  	
   

  	
  VICTOR J. COLEMAN

  Its:  President and COO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Robert C. Peddicord 

  	
   

  
	
   

  	
   

  	
   

  	
  Robert C. Peddicord 

  
	
   

  	
   

  	
   

  	
  Its:  Senior
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  “TENANT”

  	
   

  	
  INVESTMENT TECHNOLOGY GROUP, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ P. Mats
  Goebels

  	
   

  
	
   

  	
   

  	
  Print Name:

  	
  P. Mats Goebels

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  SVP

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Howard C.
  Naphtali

  	
   

  
	
   

  	
   

  	
  Print Name:

  	
  Howard C. Naphtali

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  CFO

  	
   

  
											



 



 5














EXHIBIT
“A”


OUTLINE
OF EXPANSION SPACE


PEPPERDINE UNIVERSITY PLAZA


400 Corporate Pointe


Culver City, California 90230


7TH
FLOOR


















EXHIBIT “B”


TENANT
WORK LETTER


This Tenant Work
Letter shall set forth the terms and conditions relating to the renovation of
the tenant improvements in the Expansion Space. This Tenant Work Letter is
essentially organized chronologically and addresses the issues of the
renovations of the Expansion Space, in sequence, as such issues will arise.


SECTION 1


LANDLORD’S
INITIAL CONSTRUCTION IN THE EXPANSION SPACE


Landlord has
constructed, at its sole cost and expense, the base, shell and core (i) of the
Expansion Space, and (ii) of the floor of the Building on which the Expansion
Space is located (collectively, the “Base, Shell and Core”).
Tenant has inspected and hereby approves the condition of the Expansion Space
and the Base, Shell and Core, and agrees that the Expansion Space and the Base,
Shell and Core shall be delivered to Tenant in their current “as-is” condition.
The renovations to the improvements in the Expansion Space shall be designed
and constructed pursuant to this Tenant Work Letter.


SECTION 2


IMPROVEMENTS


2.1           Improvement Allowance. Tenant
shall be entitled to a one-time improvement allowance (the “Improvement Allowance”) in the amount of $11.00 per usable
square foot of the Expansion Space for the costs relating to the initial design
and construction of Tenant’s improvements which are permanently affixed to the
Expansion Space (the “Improvements”).
In no event shall Landlord be obligated to make disbursements pursuant to this
Tenant Work Letter in a total amount which exceeds the Improvement Allowance
and in no event shall Tenant be entitled to any credit for any unused portion
of the Improvement Allowance not used by Tenant by December 31, 2002.


2.2           Disbursement of the Improvement
Allowance. Except as otherwise set forth in this Tenant Work Letter, the
Improvement Allowance shall be disbursed by Landlord (each of which
disbursements shall be made pursuant to Landlord’s disbursement process
provided below) for costs related to the construction of the Improvements and
for the following items and costs (collectively, the “Improvement
Allowance Items”): (i) payment of the fees of the “Architect” and
the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work
Letter, and payment of the fees incurred by, and the cost of documents and materials
supplied by, Landlord and Landlord’s consultants in connection with the
preparation and review of the “Construction Drawings,” as that term is defined
in Section 3.1 of this Tenant Work Letter; (ii) the cost of permits and
construction supervision fees; (iii) the cost of any changes in the Base, Shell
and Core required by the Construction Drawings; and (iv) the cost of any
changes to the Construction Drawings or Improvements required by applicable
building codes (the “Code”).
However, in no event shall more than Three and 00/100 Dollars ($3.00) per
usable square foot of the Improvement Allowance be used for the items described
in (i) and (ii) above; any additional amount incurred as a result of (i) and
(ii) above shall be deemed to constitute an Over-Allowance Amount. During the
design and construction of the Improvements, Landlord shall make monthly
disbursements of the Improvement Allowance for Improvement Allowance Items for
the benefit of Tenant and shall authorize the release of monies for the benefit
of Tenant as follows.


2.2.1        Monthly Disbursements. On or
before the first day of each calendar month during the design and construction
of the Improvements (or such other date as Landlord may designate), Tenant
shall deliver to Landlord: (i) request(s) for payment of the “Architect,” “Engineer”
and/or “Contractor,” as such terms are defined in Sections 3.1 and 4.1 of this
Tenant Work Letter, approved by Tenant, in a form to be provided by Landlord,
showing (as applicable) the schedule, by trade, of percentage of completion of
the Improvements in the Expansion Space, detailing the portion of the work
completed and the portion not completed; (ii) invoices from all of “Tenant’s
Agents,” as that term is defined in Section 4.2 of this Tenant Work Letter, for
services provided, labor rendered and materials delivered to the Expansion
Space; (iii) executed











mechanic’s lien releases
from all of Tenant’s Agents which shall comply with the appropriate provisions,
as reasonably determined by Landlord, of California Civil Code Section 3262(d);
and (iv) all other information reasonably requested by Landlord. Tenant’s
request for payment shall be deemed Tenant’s acceptance and approval of the
work furnished and/or the materials supplied as set forth in Tenant’s payment request.
Thereafter, Landlord shall deliver a check to Tenant in payment of the lesser
of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.1,
above, less a ten percent (10%) retention (the aggregate amount of such
retentions to be known as the “Final Retention”),
and (B) the balance of any remaining available portion of the Improvement
Allowance (not including the final Retention), provided that Landlord does not
dispute any request for payment based on non-compliance of any work with the “Approved
Working Drawings,” as that term is defined in Section 3.4 below, or due to any
substandard work, or for any other reason. Landlord’s payment of such amounts
shall not be deemed Landlord’s approval or acceptance of the work furnished or
materials supplied as set forth in Tenant’s payment request.


2.2.2        Final Retention. Subject to the
provisions of this Tenant Work Letter, a check for the Final Retention payable
to Tenant shall be delivered by Landlord to Tenant following the completion of
construction of the Expansion Space, provided that (i) Tenant delivers to
Landlord properly executed mechanics lien release in compliance with both
California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or
Section 3262(d)(4), (ii) Landlord has determined that no substandard work
exists which adversely affects the mechanical, electrical, plumbing, heating,
ventilating and air conditioning, life-safety or other systems of the Building,
the curtain wall of the Building, the structure or exterior appearance of the
Building, or any other tenant’s use of such other tenant’s leased premises in
the Building and (iii) Architect delivers to Landlord a certificate, in a form
reasonably acceptable to Landlord, certifying that the construction of the
Improvements in the Expansion Space has been substantially completed.


2.2.3        Other Terms. Landlord shall only
be obligated to make disbursements from the Improvement Allowance to the extent
costs are incurred by Tenant for Improvement Allowance Items. All Improvement
Allowance Items for which the Improvement Allowance has been made available
shall be deemed Landlord’s property.


2.3           Standard Tenant Improvement
Package. Landlord has established specifications (the “Specifications”)
for the Building-standard components to be used in the construction of the
Improvements in the Expansion Space (collectively, the “Standard
Improvement Package”), which Specifications are available upon
request. The quality of Improvements shall be equal to or of greater quality
than the quality of the Specifications, provided that Landlord may, at Landlord’s
option, require the Improvements to comply with certain Specifications.


SECTION 3


CONSTRUCTION
DRAWINGS


3.1           Selection of
Architect/Construction Drawings. Tenant shall retain an architect/space
planner reasonably approved by Landlord (the “Architect”)
to prepare the “Construction Drawings,” as that term is defined in this Section
3.1. Tenant shall also retain the engineering consultants designated by
Landlord (the “Engineers”) to prepare all plans
and engineering working drawings relating to the structural, mechanical,
electrical, plumbing, HVAC and lifesafety work of the Improvements. Landlord
shall ensure that the charges of the Engineers are competitive (although not
necessarily the lowest available). The plans and drawings to be prepared by
Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall
comply with the drawing format and specifications as reasonably determined by
Landlord, and shall be subject to Landlord’s reasonable approval. Tenant and
Architect shall verify, in the field, the dimensions and conditions as shown on
the relevant portions of the base building plans, and Tenant and Architect
shall be solely responsible for the same, and Landlord shall have no
responsibility in connection therewith. Landlord’s review of the Construction
Drawings as set forth in this Section 3, shall be for its sole purpose and
shall not imply Landlord’s review of the same, or obligate Landlord to review
the same, for quality, design, Code compliance or other like matters.
Accordingly, notwithstanding that any Construction Drawings are reviewed by
Landlord or its space planner, architect, engineers and consultants, and notwithstanding
any advice or assistance which may be rendered to Tenant by Landlord or
Landlord’s space planner, architect, engineers,











and consultants, Landlord
shall have no liability whatsoever in connection therewith and shall not be
responsible for any omissions or errors contained in the Construction Drawings.


3.2           Final Space Plan. Tenant and
the Architect shall prepare the final space plan for Improvements in the
Expansion Space (collectively, the “Final Space Plan”),
which Final Space Plan shall include a layout and designation of all offices,
rooms and other partitioning, their intended use, and equipment to be contained
therein, and shall deliver the Final Space Plan to Landlord for Landlord’s
approval, not to be unreasonably withheld. Landlord shall advise Tenant within
ten (10) days after Landlord’s receipt of the Final Space Plan if the same is
unsatisfactory or incomplete in any respect and Landlord’s failure to give
Tenant written notice of any such objection within said ten (10) day period
shall be deemed approval by Landlord of the Final Space Plan.


3.3           Final Working Drawings. Architect
and the Engineers shall complete the architectural and engineering drawings for
the Expansion Space, and the final architectural working drawings in a form
which is complete to allow subcontractors to bid on the work and to obtain all
applicable permits (collectively, the “Final Working Drawings”)  and shall submit the same to Landlord for Landlord’s
approval, not to be unreasonably withheld. Landlord shall advise Tenant within
ten (10) days after Landlord’s receipt of the Final Working Drawings if the
same is unsatisfactory or incomplete in any respect and Landlord’s failure to
give Tenant written notice of any such objection within said ten (10) day
period shall be deemed approval by Landlord of the Final Working Drawings.


3.4           Permits. The Final Working
Drawings shall be approved by Landlord (the “Approved
Working Drawings”) prior to the commencement of the construction of
the Improvements. Tenant shall cause the Architect to immediately submit the
Approved Working Drawings to the appropriate municipal authorities for all
applicable building permits necessary to allow “Contractor,” as that term is
defined in Section 4.1, below, to commence and fully complete the construction
of the Improvements (the “Permits”). No
changes, modifications or alterations in the Approved Working Drawings may be
made without the prior written consent of the Landlord, which consent shall not
be unreasonably withheld.


SECTION 4


CONSTRUCTION
OF THE IMPROVEMENTS


4.1           Contractor. A general
contractor shall be retained by the Tenant to construct the Improvements. Such
general contractor (“Contractor”)
shall be selected by the Tenant and approved by Landlord, not to be
unreasonably withheld.


4.2           Tenant’s Agents. All
subcontractors, laborers, materialmen, and suppliers used by the Tenant (such
subcontractors, laborers, materialmen, and suppliers, and the Contractor to be
known collectively as “Tenant’s Agents”)
must be approved in writing by Landlord, which approval shall not be
unreasonably withheld or delayed. If Landlord does not approve any of the
Tenant’s proposed subcontractors, laborers, materialmen or suppliers, the
Tenant shall submit other proposed subcontractors, laborers, materialmen or
suppliers for Landlord’s written approval. Notwithstanding the foregoing, the
tenant shall be required to utilize subcontractors designated by Landlord for
any mechanical, electrical, plumbing, life-safety, sprinkler, structural and
air-balancing work. Landlord shall ensure that the charges of designated
subcontractors are competitive (although not necessarily the lowest available).


4.3           Construction of Improvements by
Contractor.  The Tenant shall
independently retain, in accordance with Section 4.1 above, Contractor to
construct the Improvements in accordance with the Approved Working Drawings.


4.4           Indemnification & Insurance.


4.4.1        Indemnity. Tenant’s indemnity of
Landlord as set forth in Article 20 of the Original Lease shall also apply with
respect to any and all costs, losses, damages, injuries and liabilities related
in any way to any act or omission of Tenant or Tenant’s Agents.


4.4.2        Requirements of Tenant’s Agents.
Each of the Tenant’s Agents shall guarantee to Tenant and for the benefit of
Landlord that the portion of the Improvements for











which it is responsible
shall be free from any defects in workmanship and materials for a period of not
less that one (1) year from the date of completion thereof. All such warranties
or guarantees as to materials or workmanship of or with respect to the
Improvements shall be contained in the contract or subcontract and shall be
written such that such guarantees or warranties shall inure to the benefit of
both Landlord and Tenant, as their respective interests may appear, and can be
directly enforced by either. Tenant covenants to give to Landlord any
assignment or other assurances which may be necessary to effect such right of
direct enforcement.


4.4.3        Insurance Requirements.


4.4.3.1     General Coverages. All of Tenant’s
Agents shall carry worker’s compensation insurance covering all of their
respective employees, and shall also carry public liability insurance,
including property damage, all with limits, in form and with companies as are
required to be carried by Tenant as set forth in Article 22 of the Original
Lease.


4.4.3.2
Special Coverages. Tenant shall carry “Builder’s All Risk” insurance in
an amount approved by Landlord covering the construction of the Improvements,
and such other insurance as Landlord may require. Such insurance shall be in
amounts and shall include such extended coverage endorsements as may be
reasonably required by Landlord.


4.4.3.3
General Terms. Certificates for all insurance carried pursuant to this
Section 4.4.3 shall be delivered to Landlord before the commencement of
construction of the Improvements and before the Contractor’s equipment is moved
onto the site. In the event that the Improvements are damaged by any cause
during the course of the construction thereof, Tenant shall immediately repair
the same at Tenant’s sole cost and expense. Landlord may, in its discretion,
require Tenant to obtain a lien and completion bond or some alternate form of
security satisfactory to Landlord in an amount sufficient to ensure the
lien-free completion of the Improvements and naming Landlord as a co-obligee.


SECTION 5


MISCELLANEOUS


5.1           Tenant’s Representative.   The Tenant has designated Susan Nelson as its
sole representative with respect to the matters set forth in this Tenant Work
Letter, who, until further notice to Landlord, shall have full authority and
responsibility to act on behalf of the Tenant as required in this Tenant Work
Letter.


5.2           Landlord’s Representative.    Prior to commencement of construction of
Improvements, Landlord shall designate a representative with respect to the
matters set forth in this Tenant Work Letter, who, until further notice to the
Tenant, shall have full authority and responsibility to act on behalf of the
Landlord as required in this Tenant Work Letter.


5.3           Time of the Essence in This Tenant
Work Letter.   Unless otherwise
indicated, all references herein to a “number of days” shall mean and refer to
calendar days.















EXHIBIT
“C”


NOTICE OF
LEASE TERM DATES




	
  TO:                                                  

  	
   

  	
  DATE:                      ,
  200 

  






 


Attention:


RE:          Sixth
Amendment dated                            ,
2001, between ARDEN REALTY FINANCE PARTNERSHIP, L.P., a California limited
partnership (“Landlord”), and                                                    ,
a                                                    
(“Tenant”), concerning Suite                      
(the “Expansion Space”), located at                                  ,
California.


Dear Mr. [or Ms.]                           :


In accordance with
the                           
Amendment, Landlord wishes to advise and/or confirm the following:


1.     That the Tenant is in possession of the
Expansion Space and acknowledges that under the provisions of the                   
Amendment, the Expansion Space Term commenced as of                         ,
200   and shall expire on December 31, 2005.


2.     That in accordance with the Sixth Amendment,
Monthly Base Rent for the Expansion Space Term commenced to accrue on                         ,
200  .


3.     The exact number of rentable square feet
within the Expansion Space is                       
square feet.


4.     Tenant’s Percentage Share, as adjusted
based upon the number of rentable square feet within the Expansion Space, is       %.


AGREED AND ACCEPTED:


TENANT:


	
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