exv10w3w1







Exhibit 10.3.1




FIRST AMENDMENT TO OFFICE LEASE AGREEMENT




     THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (“First
Amendment”) is made this 10th day of May, 2002, by and
between CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited liability company (“Landlord”), and
CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Tenant”).



W I T N
E S S E T H:




     WHEREAS, by that certain Office Lease Agreement dated December 8, 2000 (the “Lease”), Landlord
leased to Tenant, and Tenant leased from Landlord, approximately 16,799 square feet of rentable
area on the twelfth (12th) 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, Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant, an
additional 7,463 rentable square feet of space located on the eleventh (11th) floor of the Building
and known as Suite 1130 (the “Expansion Space”), and the parties desire to extend the term of the
Lease with respect to the Original Premises upon the terms and conditions hereinafter set forth;




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     WHEREAS, the Original Premises and the Expansion Space are hereinafter collectively
referred to as the “Premises”; and



     WHEREAS, Landlord and Tenant desire to amend the Lease to reflect their understanding and
agreement with regard to the lease of such additional 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 First Amendment and not otherwise defined herein
shall have the meanings ascribed to them in the Lease.



     2. The Term of the Lease is hereby extended for the period (such period being hereinafter
referred to as the “Extension Period”) commencing on November 1, 2011 (the “Extension Period
Commencement Date”) and continuing through and including August 14, 2012 (the “Extension Period
Expiration Date”), as hereinafter defined, unless earlier terminated pursuant to the provisions of
the Lease as modified by the provisions of this First Amendment, or pursuant to law.




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     3. The definition of “Premises” in Section 1.2 of the Lease
is hereby amended with respect to all periods beginning on and after
the Expansion Space Commencement Date (as hereinafter defined) by
inserting the following language at the end thereof:




     “Notwithstanding the foregoing, commencing on the Expansion Space
Commencement Date, as hereinafter defined, the Expansion Space shall be deemed a
part of the Premises, and thereafter the Premises shall consist of approximately
24,262 square feet of rentable space.”



     4. The definition of “Operating Charges Base Year” in
Section 1.7 of the Lease is hereby amended by inserting the
following language at the end thereof:




     “Notwithstanding the foregoing, commencing on the Expansion Space
Commencement Date, as hereinafter defined, the Operating Charges Base Year shall
be Calendar year 2003.”



     5. The definition of “Real Estate Taxes Base Year” in
Section 1.8 of the Lease is hereby amended by inserting the
following language at the end thereof:




     “Notwithstanding the foregoing, commencing on the Expansion Space
Commencement Date, as hereinafter defined, the Real Estate Taxes Base Year shall
be Calendar year 2003.”



     6. 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 Expansion Space Commencement Date (as hereinafter
defined) by inserting the following language at the end thereof:




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     “Notwithstanding the foregoing, commencing on the Expansion Space
Commencement Date, as hereinafter defined, Tenant shall have the right to use
forty-three (43) Parking Permits as provided in Article XXIV of this Lease.”



     7. As if the Expansion Space Commencement Date, as hereinafter defined, “Premises” as used
in Article V of the Lease (captioned “Increase in Operating Expenses and Real Estate Taxes”) shall
mean the Original Premises and the Expansion Space. Article V of the Lease is hereby amended as
follows:



     (i) Section 5.2 is amended by deleting therefrom the language: “Commencing on the first
anniversary of the Lease Commencement Date” and inserting in lieu thereof the language:




“Commencing on the first anniversary of the Expansion Space
Commencement Date”.



     (ii) Section 5.2(b) is hereby amended by deleting all of the language therefrom and inserting
in lieu thereof the following language:




“(b) If the average occupancy rate for the Building during any
calendar year (including the Operating Charges Base Year and the Real
Estate Taxes Base Year) is less than one hundred percent (100%) or,
solely with respect to Operating Expenses, if any tenant is
separately paying for (or does not require) electricity or janitorial
services to be furnished to its premises, then (i) Operating Expenses
for such year shall be deemed to include all additional expenses, as
reasonably estimated by Landlord, which would have been incurred
during such year if such average occupancy rate had been one hundred
percent (100%) and if Landlord paid for electricity and




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janitorial services furnished to such premises, and (ii) Real Estate
Taxes for such year shall be deemed to include all additional Real
Estate Taxes, as reasonably estimated by Landlord, which would have
been incurred during such year if such average occupancy rate had
been one hundred percent (100%). In no event shall the provisions of
this paragraph be used to enable Landlord to collect from the tenants
of the Building more than one hundred percent (100%) of the costs and
expenses incurred by Landlord in owning, managing, maintaining,
repairing, operating and cleaning the Building and the Land or more
than one hundred percent (100%) of the Real Estate Taxes.”



     (iii) Section 5.3 is amended by deleting therefrom the language “Commencing on the first
anniversary of the Lease Commencement Date and inserting in lieu thereof the following language:




“Commencing on the first anniversary of the Expansion Space
Commencement Date”.



     8. Tenant’s payment of Tenant Improvements Reimbursement Rent shall continue pursuant to
the provisions of Section 5.4 of the Lease and shall not be affected by the Extension Period or
this First Amendment.



     9. Notwithstanding anything to the contrary contained in the Lease, commencing on the
Expansion Space Commencement Date, as hereinafter defined, and continuing through the Extension
Period, Tenant shall pay Amended Space Base Rent for the Premises (comprising both the Original
Premises and the Expansion Space) in the following amounts:



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	Amended Space	 	 	 	Base Rent	 	 	 	 
	Lease 	 	 	 	Per Square Foot	 	Base Rent	 	Base Rent
	Year 	 	 	 	Per Annum	 	Per Annum	 	Per Month
	 	1	 	 	 

	 	$	38.50	 	 	$	934,087.00	 	 	$	77,840.58	 
	 	2	 	 	 

	 	$	39.66	 	 	$	962,230.92	 	 	$	80,185.91	 
	 	3	 	 	 

	 	$	40,85	 	 	$	991,102.70	 	 	$	82,591.89	 
	 	4	 	 	 

	 	$	42.08	 	 	$	1,020,944.96	 	 	$	85,078.75	 
	 	5	 	 	 

	 	$	43.34	 	 	$	1,051,515.08	 	 	$	87,626.26	 
	 	6	 	 	 

	 	$	45.34	 	 	$	1,100,039.08	 	 	$	91,669.92	 
	 	7	 	 	 

	 	$	46.70	 	 	$	1,133,035.40	 	 	$	94,419.62	 
	 	8	 	 	 

	 	$	48.10	 	 	$	1,167,002.20	 	 	$	97,250.18	 
	 	9	 	 	 

	 	$	49.54	 	 	$	1,201,939.48	 	 	$	100,161.62	 
	 	10	 	 	 

	 	$	51.03	 	 	$	1,238,089.86	 	 	$	103,174.16	 






     As of the Expansion Space Commencement Date, an “Amended Space Lease Year” shall mean
that period of twelve (12) consecutive calendar months that commences on the first day of the
month in which the Expansion Space Commencement Date occurs and each consecutive twelve (12)
month period thereafter. The earliest such twelve (12) month period shall be referred to as
“Amended Space Lease Year 1”, and each of the following Amended Space Lease Years shall be
similarly numbered for identification purposes. The Amended Space Base Rent shall be payable
at the times and in the manner set forth in this Lease for the payment of Base Rent. The
rent schedule set forth on Exhibit F to the Lease (captioned “Base



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Rent Schedule”) shall be of no further force and effect with respect to all periods beginning on
and after the Expansion Space Commencement Date (as hereinafter defined).




     10. Notwithstanding the foregoing, Tenant covenants and
agrees to pay to Landlord Base Rent for the Original Premises at the
same rate per rentable square foot as is payable under the Original
Lease for the period commencing on the date of this First Amendment
through and including August 14, 2002.



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



“ARTICLE XXVII

EXPANSION SPACE





     27.1.  Term. Landlord hereby leases unto Tenant, and Tenant hereby leases from
Landlord, approximately 7,463 square feet of rentable floor area (the ‘Expansion
Space’) located on the eleventh (11th) floor of the Building, which Expansion Space is
hereby agreed to be that certain space which is shown on Exhibit J attached hereto and
made a part hereof and known as Suite 1130, for a term (the ‘Expansion Space Term’)
commencing on August 15, 2002 (the ‘Expansion Space Commencement Date’) and continuing
through and including the Extension Period Expiration Date, unless earlier terminated
pursuant to the provisions of this Lease.




     27.2.
 Expansion Space Tenant’s Work. Landlord shall deliver the Expansion Space
to Tenant in Shell Condition, as defined in Exhibit K attached hereto and made a part
hereof, following the day on which Landlord executes that certain First Amendment to
Office Lease Agreement (the ‘First Amendment’) after the execution thereof by Tenant.
Landlord is under no obligation to make any other improvements to the Original Premises
or the Expansion




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Space. Notwithstanding the foregoing, Landlord shall make available for the performance of
Expansion Space Tenant’s Work (as hereinafter defined) an allowance (the ‘Expansion Space Tenant
Allowance’) in an amount equal to the product of (a) Thirty-Five Dollars ($35.00) multiplied by (b)
the number of square feet of rentable area comprising the Expansion Space. Landlord shall pay the
Expansion Space Tenant Allowance to Tenant following Tenant’s completion of Expansion Space
Tenant’s Work (as hereinafter defined) and upon the terms and conditions set forth in Section 9.1
of the Lease with respect to the Tenant Allowance for Tenant’s Work with respect to the Original
Premises, except that there shall be no Tenant Loan with respect to any such Expansion Space
Tenant’s Work.




     Tenant shall improve the Expansion Space in accordance with plans and specifications for
improvements to the Expansion Space (the ‘Expansion Space Tenant’s Plans’), which shall be subject
to Landlord’s prior written approval (the work set forth in the Expansion Space Tenant’s Plans
being hereinafter referred to as Expansion Space Tenant’s Work’), which approval shall be upon the
same terms and conditions as are set forth in Section 9.1 of the Lease with respect to Tenant’s
Work with respect to the Original Premises.




     Landlord and Tenant acknowledge that the Expansion Space Tenant’s Work may include the
construction of an internal stairwell (the ‘Internal Stairwell’), which Internal Stairwell will
connect the Original Premises and the Expansion Space, and Tenant acknowledges and agrees that
Tenant shall, at its sole cost and expense, remove such Internal Stairwell and restore all portions
of both the twelfth (12th) and eleventh (11th) floors of the Building which are affected by the
construction or the removal of the Internal Stairwell.




     Notwithstanding the foregoing, and provided that any use by Tenant of the Existing Stairs (as
hereinafter defined) shall be in compliance with all applicable Laws, Tenant may elect to use the
Building’s existing stairs (the ‘Existing Stairs’)
between the eleventh (11th) and twelfth (12th)
floors of the Building if and to the extent permitted by applicable Laws, and may make such



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alterations to said Existing Stairs (including, but not limited to, the stairwell
and the access doors) as are required by all applicable Laws, subject to
Landlord’s prior written approval thereof pursuant to Article IX of this Lease.




     The provisions of Section 9.1 of the Lease with respect to Tenant’s Work shall
also govern (including, but not limited to, Landlord’s approval of subcontractors and
contractors) the performance of Expansion Space Tenant’s Work.”



     12. Simultaneously with Tenant’s execution of this First
Amendment, Tenant shall deposit with Landlord an additional security
deposit in the amount of Twenty-Three Thousand Nine Hundred Forty-
Three and 79/100 Dollars ($23,943.79), which shall be treated as
part of the Security Deposit under Article XI of the Lease
(captioned “Security Deposit”) for all purposes.



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



     14. The Lease is further amended by inserting therein
Exhibits D-l, J and K attached hereto, which Exhibits D-l, J and K
are hereby incorporated into the Lease by reference.



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



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     16. Landlord and Tenant represent and warrant to each other
that, except as hereinafter provided, neither of them has employed
any broker in procuring or carrying on any negotiations relating to
this First 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. Landlord recognizes only The Meyer Group, as
Tenant’s agent, as broker with respect to this First Amendment and
agrees to be responsible for the payment of a commission to said
broker pursuant to a separate agreement with said broker.



     17. 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 First Amendment, the terms and conditions of
this First Amendment shall govern and control.



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



	 	 	 	 	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 	 	 
	 
	WITNESS:
	 	CHASE TOWER ASSOCIATES,
L.L.C., a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	CHASE TOWER INVESTORS, L.L.C.,	 	 
	 	 	 	 	a Delaware limited liability	 	 
	 	 	 	 	company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	JBG/BANNOCKBURN PARTNERS,	 	 
	 	 	 	 	 	 	L.L.C., a Delaware limited	 	 
	 	 	 	 	 	 	liability company, its	 	 
	 	 	 	 	 	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:

Name:
	 	/s/ Benjamin Jacobs
 

Benjamin Jacobs
	 	 
	 

	 	 	 	 	 	Its:
	 	Managing Member	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	TENANT	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	CAPITALSOURCE FINANCE LLC, a	 	 
	 	 	 	 	Delaware liability company	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Kathleen M. Miko
 

	 	By:
	 	/s/ John K.
Delaney
 

	 	[SEAL] 
	Name: Kathleen M. Miko	 	Name:	 	John K. Delaney	 	 
	Its: Deputy General Counsel	 	Its:	 	CEO	 	 







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