exv10w3w5







Exhibit 10.3.5




FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT




     THIS
FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT (“Fourth
Amendment”) is made this
6th day of March, 2008, by and between
JBG/BC Chase Tower, L.P., a Delaware limited
partnership (“Landlord”), as successor in interest to Chase Tower Associates, L.L.C., a Delaware limited
liability company (“Original Landlord”), and CAPITALSOURCE FINANCE
LLC, a Delaware limited liability company (“Tenants”).



WITNESSETH:




     WHEREAS,
by that certain Office Lease Agreement dated December 8, 2000
(the “Original
Lease”), Landlord leased to Tenant, and Tenant leased from
Landlord, approximately 16,799 square feet of
rentable area on the twelfth (l2th) floor, known as Suite 1200
(the “Original Premises”), in the
building located at 4445 Willard Avenue, Chevy Chase, Maryland (the
“Building”), upon the terms and
conditions set forth in the Lease;



     WHEREAS,
by that certain First Amendment to Office Lease Agreement dated
May 10, 2002 (the “First
Amendment”), Landlord leased to Tenant, and Tenant leased from Landlord, an additional
7,463 square feet of rentable area located on the eleventh (11th) floor of the Building and known as
Suite 1130 (the“Expansion Space”), and the parties
extended the term of the Original Lease, upon the
terms and conditions more specifically set forth therein;



     WHEREAS,
by that certain Second Amendment to Office Lease Agreement dated
February 4,
2003 (the “Second Amendment”), Landlord leased to Tenant,
and Tenant leased from Landlord, an
additional 19,290 square feet of rentable area located on the sixth (6th) floor of the Building and
known as Suite 600 (the “Second Expansion Space”), and
the parties extended the term of the
Original Lease, upon the terms and conditions more specifically set
forth therein;



     WHEREAS,
by that certain Third Amendment to Office Lease Agreement dated
August 3, 2003 (the “Third
Amendment”), Landlord leased to Tenant, and Tenant leased from
Landlord, an
additional 21,439 square feet of rentable area located on the fifth (5th) floor of the Building
and known as Suite 500 (the “Third Expansion Space”), upon the terms and conditions more
specifically set forth therein;



     WHEREAS,
by that certain Fourth Amendment to Office Lease Agreement dated July 2, 2007 (the “Fourth
Amendment”), Landlord leased to Tenant, and Tenant leased from Landlord, an additional 5,978 square feet
of rentable area located on the
seventh (7th)
floor of the Building and known as Suite 710 (the “Fourth
Expansion Space”), upon the terms and conditions
more specifically set forth therein;



     WHEREAS,
 the Original Lease, the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment are hereinafter collectively referred to as the “Lease”;



     WHEREAS,
pursuant to that certain Office Lease Agreement dated as of December 7, 2001,
as amended (the“MOP Lease”), by and between Original
Landlord, as landlord, and Medical Office
Properties, Inc. (“MOP”), as tenant thereunder, Original Landlord leased to



 









 





MOP, and MOP leased from Original Landlord, approximately 10,608 square feet of rentable area located
on the eleventh (11 th) floor of the Building and known as Suite 1100 (the “Suite 1100 Space”);




     WHEREAS,
pursuant to that certain Assignment and Assumption of Lease dated as
of December 4, 2004
and effective as of January 1, 2005, by and between MOP, as assignor,
and Tenant, as assignee, MOP
assigned all of its right, title and interest in the MOP Lease to Tenant;



     WHEREAS,
the term of the MOP Lease is scheduled to expire on February 29, 2012, and the term of
the Lease is scheduled to expire on May 31, 2013;



     WHEREAS, upon the expiration of the term of the MOP Lease, Tenant desires to lease from
Landlord, and Landlord desires to lease to Tenant, the Suite 1100 Space which is the subject of the
MOP Lease, upon the terms and conditions hereinafter set forth;



     WHEREAS, Landlord and Tenant desire to amend the Lease to reflect their understanding and
agreement with regard to the lease of the Suite 1100 Space, and to otherwise amend the Lease, as more
particularly set forth herein.



     NOW,
THEREFORE, for and in consideration of the mutual promises herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto mutually agree as follows:



     1. Any capitalized terms used in this Fifth Amendment and not otherwise defined herein
shall have the meanings ascribed to them in the Lease.



     2. The Lease is hereby amended by adding thereto a new Article XXXIII, to read as
follows:



“ARTICLE XXXIII

SUITE 1100 SPACE





     33.1.
Term. Landlord hereby leases unto Tenant, and Tenant hereby leases from Landlord,
approximately 10,608 square feet of rentable area (the ‘Suite 1100 Space’) located on
the
eleventh
(11th) floor of the Building, which Suite 1100 Space is hereby agreed to be that
certain space which is shown on Exhibit S attached hereto and made a part hereof and known as
Suite 1100, for a term (the’ Suite 1100
Space Term’) commencing on March  1, 2012 (the ‘Suite
1100 Space Commencement Date’) and continuing through and including
11:59 p.m. on May 31, 2013 (the ‘Suite 1100 Space
Expiration Date’), unless
earlier terminated pursuant to the provisions of this Lease.




     33.2.
‘As-Is’ Condition. Tenant accepts the Suite 1100
Space in its ‘as-is’
condition as of the Suite 1100 Space Commencement Date. Landlord shall have no obligation to
make any improvements or alterations to the Suite 1100 Space.




     33.3
Suite 1100 Space Base Rent. In addition to
the Base Rent for the Premises (i.e., the
Original Premises, the Expansion Space, the Second Expansion Space,
the Third Expansion Space and
the Fourth Expansion Space) payable pursuant to Section 4.1 hereof, as
amended, commencing on the
Suite 1100 Space Commencement Date and



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continuing
thereafter throughout the Suite 1100 Space Term, Tenant covenants and
agrees to pay to Landlord Base Rent for the Suite 1100 Space in
the following amounts (the ‘Suite 1100 Space Base Rent’):




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Suite 1100 Space	 	 	 	 
	 	 	Base Rent	 	Suite 1100 Space	 	Suite 1100 Space
	 	 	Per Square Foot	 	Base Rent	 	Base Rent
	Time Period	 	Per Annum	 	Per Annum	 	Per Month
	3/1/12-2/28/13
	 	$	53.87	 	 	$	571,452.96	 	 	$	47,621.08	 
	3/1/13-5/31/13
	 	$	55.49	 	 	$	588,637.92	 	 	$	49,053.66	 







     The
Suite 1100 Space Base Rent shall be payable by Tenant at the
same times and in the same
manner as set forth in this Lease with respect to the payment of Base Rent.




     33.4 Increased Operating Expenses and Increased Real Estate Taxes with respect to the
Suite 1100 Space. In addition to Tenant’s proportionate share of Increased Operating Expenses
and Tenant’s proportionate share of Increased Real Estate Taxes payable with respect to the
Original Premises, the Expansion Space, the Second Expansion Space, the Third Expansion Space
and the Fourth Expansion Space pursuant to the terms of this Lease, as amended, commencing on
the Suite 1100 Space Commencement Date, and for each calendar
year of the Suite 1100 Space Term,
Tenant shall pay to Landlord, in the manner provided in Article V of this Lease, Tenant’s
proportionate share of Increased Operating Expenses for the Suite 1100 Space for the
calendar year and Tenant’s proportionate share of Increased Real Estate Taxes for the Suite 1100
Space for the calendar year. Tenant’s proportionate share of Increased Operating Expenses for
the Suite 1100 Space for the calendar year’ shall equal the
product of 4.85% multiplied by the
amount by which the total of Operating Expenses for the calendar year exceeds the Operating
Expenses incurred during calendar year 2002; and Tenant’s proportionate share of Real Estate Taxes
for the Suite 1100 Space for the calendar year’ shall equal 4.64% multiplied by the amount by
which the total of Real Estate Taxes for the calendar year exceeds Real Estate Taxes for
calendar year 2002; provided, however, that for the calendar year during which the Suite
1100 Space Term begins and ends, the Operating Expenses and Real Estate Taxes for the Suite 1100
Space shall be prorated based upon the greater of (i) the number of days during such
calendar year that this Lease is in effect or (ii) the number of days that Tenant actually
occupies the Suite 1100 Space or any portion thereof (but not any such period when the MOP
Lease is still in effect).




     33.5
Incorporation of Suite 1100 Space Into the
Premises. Except as otherwise herein expressly
provided, the Suite 1100 Space shall be deemed a part of
the Premises for all purposes of this Lease, such that both Landlord and Tenant shall have
such respective rights and obligations with respect to the
Suite 1100 Space as apply to
the remainder of the Premises.”



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     3. The
definition of “Parking Permits” in Section 1.17 of the Lease is hereby amended with
respect to all periods beginning on and after the Suite 1100 Space Commencement Date by inserting the
following language at the end thereof:



     “Notwithstanding
the foregoing, commencing on the Suite 1100 Space Commencement Date, Tenant shall have the
right to use an additional nineteen (19) Parking Permits as provided in Article XXIV
of this Lease.”



     4. Section
3.5(a)
of the Lease is hereby amended by deleting therefrom the language “nine (9)
months” and by inserting the language “twelve (12) months” in lieu thereof.



     5. If
requested by Landlord at any time during the Term, Tenant shall promptly execute a
declaration in the form attached hereto as Exhibit D-5.



     6. The
Lease is further amended by inserting therein Exhibit D-5 and Exhibit S attached
hereto, which Exhibit D-5 and Exhibit S are
hereby incorporated into the Lease by reference.



     7.
Landlord and Tenant represent and warrant to each other that the person signing this
Fifth Amendment on its behalf has the requisite authority and power to execute this
Fifth Amendment and to thereby bind the party on whose behalf it is being signed.



     8. Landlord
and Tenant represent and warrant to each other that neither of them
has employed any broker in
procuring or carrying on any negotiations relating to this Fifth
Amendment, Landlord and Tenant shall
indemnify and hold each other harmless from any loss, claim or damage
relating to the breach of the
foregoing representation and warranty by the indemnifying party.



     9.
Except as expressly amended and modified herein, all terms, conditions and provisions of the Lease shall
remain unmodified and in full force and effect. In the event of any conflict between the terms and
conditions of the Lease and the terms and conditions of this Fifth
Amendment, the terms and
conditions of this Fifth Amendment shall govern and control.



[Signatures appear on the following page.]




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     IN
WITNESS WHEREOF, Landlord and Tenant have executed this Fifth Amendment to Office
Lease Agreement as of the day and year first hereinabove written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 LANDLORD:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	JBG/BC CHASE TOWER, L.P., a Delaware 

limited partnership
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	JBG/BC GP, L.L.C., a Delaware limited liability
company
Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	JBG/Recap Manager, L.L.C., a Delaware

limited liability company

Its Managing Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	JBG/Company Manager, L.L.C.,
a
Delaware limited liability company


Its Managing Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ [ILLEGIBLE]
	 	 	 	 	 	 	 	By:
	 	/s/ Brian J. Fitzgerald
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	Brian J. Fitzgerald
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Its:
	 	Authorized Signatory
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 

	 	 	 	TENANT:	 
	 
	 	 	 	 	 	 
	WITNESS:	 	CAPITALSOURCE FINANCE LLC,
a Delaware limited liability company
	 
	 	 	 	 	 	 
	By:

	 	/s/ Lisa Havilland
	 	By:
	 	/s/ David M. Martin [SEAL]
	 

	 	 
	 	 	 	 
	

	 	 
	 	 
	 	David M. Martin
	

	 	 
	 	 
	 	General Counsel - Commercial Lending






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