Exhibit 10.4.8


EIGHTH
AMENDMENT TO LEASE

(400 Corporate Pointe)


THIS
EIGHTH AMENDMENT TO LEASE (this “Amendment”)
is made and entered into as of this 29th day of November, 2005, by and between ARDEN
REALTY FINANCE PARTNERSHIP, L.P., a California limited partnership (“Landlord”), and INVESTMENT TECHNOLOGY GROUP, INC., a
Delaware corporation (“Tenant”).


RECITALS


A.            Landlord, as
successor-in-interest to 400 Corporate Pointe, Ltd., a California general
partnership, and Tenant, as successor-in-interest to Integrated Analytics
Corporation, a California corporation, are parties to that certain Standard
Form Office Lease dated as of July 11,1990 (“Initial
Lease”), whereby Landlord leases to Tenant and Tenant leases from
Landlord certain office space located in the building located at 400 Corporate
Pointe, Culver City, California 90230 (the “Building”).
The Original Lease was subsequently amended by that certain First Amendment to
Lease dated as of June 1, 1995 (the “First
Amendment”), that certain Second Amendment to Lease dated as of
December 5, 1996 (the “Second Amendment”),
that certain Third Amendment to Lease dated as of March 13, 1998 (the “Third Amendment”), that certain Fourth
Amendment to Lease dated as of February 29, 2000 (the “Fourth Amendment”), that certain Fifth
Amendment to Leased dated June 29, 2000 (the “Fifth
Amendment”), that certain Sixth Amendment to Lease dated as of
August 28, 2001 (the “Sixth Amendment”),
and that certain Seventh Amendment to Lease dated as of December 15, 2004 (the “Seventh Amendment”). Collectively, the
Initial Lease, First Amendment, Second Amendment, Third Amendment, Fourth
Amendment, Fifth Amendment, Sixth Amendment and Seventh Amendment are
hereinafter referred to as the “Original
Lease.”


B.            Pursuant to the
Original Lease, Landlord leases to Tenant and Tenant leases from Landlord
certain space in the Building containing a total of approximately 54,342
rentable (47,437 usable) square feet (the “Premises”),
as such Premises are more particularly described in the Original Lease.


C.            Landlord and Tenant
desire to amend the Original Lease in accordance with the terms and conditions
set forth below.


D.            All capitalized terms
used herein but not specifically defined in this Amendment shall have the
meanings ascribed to such terms in the Original Lease. The term “Lease” where used in the Original Lease and
this Amendment shall hereafter refer to the Original Lease, as amended by this
Amendment.


AGREEMENT


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, Landlord and Tenant agree as follows:



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(b)           Building Top Signage.
Antioch University (“Antioch”)
currently has the exclusive right to maintain one sign on the top of the
exterior of one side of the Building. Provided that there does not then exist
any Event of Default on the part of Tenant, then, upon the date Antioch removes
its sign from the top of the exterior of the Building (such sign to be known as
the “Antioch Building Top Sign”),
Tenant shall have the exclusive right to place the Tenant Name on signage (the “Building Top Signage”) on the top of the
exterior of one (1) side of the Building as mutually and reasonably agreed upon
by Landlord and Tenant (the “Building Top
Signage Rights”). If Landlord becomes entitled to cause Antioch to
remove the Antioch Building Top Sign, Landlord shall use its commercially
reasonable efforts to enforce Landlord’s rights and remedies to cause Antioch
to remove the Antioch Building Top Sign. The Building Top Signage shall be
installed by Tenant at its sole cost and expense; provided that (i) the size,
location, color, quality, graphics, materials, design and style of the Building
Top Signage shall be subject to Landlord’s prior written approval, which
approval shall not be unreasonably withheld, delayed or conditioned, (ii) the
Building Top Signage shall be subject to Tenant’s receipt of any and all
required governmental approvals and permits and all applicable governmental
laws, rules and regulations and any covenants, conditions and restrictions
affecting the Building, and (iii) Tenant’s right to maintain the Building Top
Signage shall be personal to the Original Tenant (and not any assignee,
sublessee or other transferee of the Original Tenant’s interest in this Lease
other than a Permitted Transferee) and is subject to the Original Tenant’s
leasing at least 40,000 rentable square feet of space at Building. Tenant shall
repair and maintain the Building Top Signage, at Tenant’s sole cost and
expense. The Building Top Signage Rights shall be exclusive to Tenant;
provided, however, in the event that a third party shall directly lease and
occupy more rentable square feet at the Building than the number of rentable
square feet then directly leased and occupied by Tenant (at the Building), then
the Building Top Signage Rights shall not be exclusive to Tenant and Landlord
shall have the right to also grant to such third party the right to display
such third party’s name on the exterior top of the Building not subject to the
Building Top Signage Rights. Upon the expiration or earlier termination of the
Lease, Tenant shall, at Tenant’ sole cost and expense, remove the Building Top
Signage and repair any damage to the Building caused thereby. The cost to
operate the Building Top Signage, if any, shall be paid for by Tenant, and
Tenant shall be separately metered for such expense (the cost of separately
metering any utility usage shall also be paid for by Tenant).


2.             Permitted
Transfers. Notwithstanding anything to the contrary, an assignment of the
Lease or sublease of the Premises by Tenant to any corporation, partnership,
limited liability company or other entity which controls, is controlled by or
is under common control with Tenant, or to any corporation, partnership,
limited liability company or other entity resulting from the merger of or
consolidation with Tenant or acquiring all or substantially all of the business
or assets of Tenant (each a “Permitted
Transferee”) shall not require the consent of Landlord, provided (a)
Tenant notifies Landlord of any such assignment or sublease at least ten (10)
days prior to its effective date and promptly supplies Landlord with any
documents or information reasonably requested by Landlord regarding such
assignment or sublease or such Permitted Transferee, or (b) the net worth of
the Permitted Transferee immediately after the date of transfer shall be
reasonably sufficient to satisfy all of the obligations under the Lease.
Landlord shall not have recapture/termination rights or the right to collect
any Transfer Premium or any other payment with respect to any such assignment
or sublease.



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3.             Cross-Default
Modification. Paragraph 12 of the Seventh Amendment is hereby modified to
provide that the addition of subparagraph (iv) to Article 19(a)(iii) shall only
apply if the same entity or affiliated entities own both the Building and the
building at 600 Corporate Pointe.


4.             Notices. The
Lease is amended to provide that Tenant’s address for notice purposes shall be:


	
  

  	
  Ms. Susan
  Nelson, Vice President, Director of Facilities

  	
   

  	
   

  
	
   

  	
  ITG, Inc.

  	
   

  	
   

  
	
   

  	
  44 Farnsworth
  Street, 9th Floor

  	
   

  	
   

  
	
   

  	
  Boston, MA 02210

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (617) 692-6565

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (617) 692-6890

  	
   

  	
   

  
	
   

  	
  Email:

  	
  Snelson@ITGINC.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ITG, Inc.

  	
   

  	
   

  
	
   

  	
  380 Madison
  Avenue, 4th Floor

  	
   

  	
   

  
	
   

  	
  New York, NY
  10017

  	
   

  	
   

  
	
   

  	
  Attn:

  	
  General Counsel

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (212) 444-6345

  	
   

  	
   

  



 


5.             Condenser Units.
Tenant shall have the right, at Tenant’s sole cost, to install, maintain,
repair, replace and remove up to four (4) air conditioning condenser units on
the rooftop of the Building in a location approved by Landlord, provided that
(i) the number, size and type of units, the method of installation of the
unit(s) and any plans and specifications relating thereto shall be subject to
Landlord’s approval (not to be unreasonably withheld, delayed or conditioned),
(ii) Tenant shall be responsible to pay Landlord a reasonable fee for any
review or supervision relating to the condenser unit(s) and/or its installation
by Landlord’s engineers or other consultants (or, if necessary, by any third
party engineers or consultants engaged by Landlord), (iii) any access to and
any work performed by Tenant on the rooftop shall be subject to Landlord’s
rules and regulations, which shall include providing Landlord with reasonable
prior notice of any such access and the opportunity to have one of its
representatives available to accompany Tenant’s personnel in connection with
such work or access, and (iv) upon Landlord’s request, Tenant shall be
responsible for removing said unit(s) and repairing any damage resulting
therefrom upon the expiration or earlier termination of the Lease. Tenant shall
not be obligated to pay rent for said condenser units or any other direct
charge (other than the fee described in the previous sentence) for its rights
under this Paragraph 5.


6.             Estoppel.
Tenant warrants, represents and certifies to Landlord that, as of the date of
this Amendment: (a) to Tenant’s actual knowledge, Landlord is not in default
under the Lease; and (b) Tenant does not have any defenses or offsets to
payment of rent and performance of its obligations under the Lease as and when
the same becomes due. Landlord warrants, represents and certifies to Tenant
that, to the best of Landlord’s actual knowledge, as of the date of this
Amendment: (x) Tenant is not in default under the Lease; and (b) Landlord does
not have any claims for amounts due (other than current monthly rent amounts,
which are not delinquent as of the date hereof) or defenses to performance of
its obligations under the Lease as and when the same becomes due.



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7.             Attorney’s Fees.
In the event either party shall commence an action to enforce any provision of
this Amendment, the prevailing party in such action shall be entitled to
receive from the other party, in addition to damages, equitable or other
relief, and all costs and expenses incurred, including reasonable attorneys
fees and court costs and the fees and costs of expert witnesses, and fees
incurred to enforce any judgment obtained. This provision with respect to
attorneys fees incurred to enforce a judgment shall be severable from all other
provisions of this Amendment, shall survive any judgment, and shall not be
deemed merged into the judgment.


8.             Brokers.
Tenant represents and warrants to Landlord that it has not dealt with any
broker with respect to this Amendment other than CB Richard Ellis, Inc. If
Tenant has dealt with any other broker or person with respect to this
Amendment, Tenant shall be solely responsible for the payment of any fees due
said other person or firm and Tenant shall protect, indemnify, hold harmless
and defend Landlord from any liability in respect thereto.


9.             Lease in Full
Force. Except for those provisions which are inconsistent with this
Amendment and those terms, covenants and conditions for which performance has
heretofore been completed, all other terms, covenants and conditions of the
Original Lease shall remain in full force and effect. Tenant ratifies the
Original Lease, as amended hereby.


10.           Facsimile;
Counterparts. Signatures by facsimile on this Amendment shall have the same
force and effect as original ink signatures. This Amendment may be executed in
counterparts, each of which shall be deemed an original part and all of which
together shall constitute a single agreement.


IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first written above.


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  ARDEN REALTY FINANCE

  PARTNERSHIP, L.P. a California limited

  partnership

  	
  INVESTMENT TECHNOLOGY GROUP,

  INC., a Delaware corporation

  
	
   

  	
   

  
	
  By:

  	
  ARDEN REALTY FINANCE, INC.,

  	
   

  	
   

  
	
   

  	
  a California corporation

  	
  By:

  	
  /s/ David C. Meitz

  	
   

  
	
   

  	
  Its: Sole General Partner

  	
  Name:

  	
  David C. Meitz

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director ITG, INC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C.
  Peddicord

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Robert C.
  Peddicord

  	
   

  	
   

  
	
   

  	
   

  	
  Executive Vice
  President

  Operations and Leasing

  	
   

  	
  /s/ Stuart Sperling

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SK:P Sperling

  
	
   

  	
   

  	
   

  	
   

  	
  CEO, ITG, SSI

  
									



 



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