Exhibit 10.22


 


FOURTH AMENDMENT TO LEASE


(Creekside)


 


THIS FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is made and entered into
as of the            day of
March, 2005, by and between SORRENTO VALLEY ROAD, LLC, a Delaware limited
liability company (“Landlord”) and
WEBSENSE, INC., a Delaware corporation (“Tenant”).


 


R
E  C  I  T  A  L  S:


 


A.                                   Legacy-RECP
Sorrento OPCO, LLC, a Delaware limited liability company (“Original Landlord”) and Tenant entered into
that certain Office Lease dated as of April 19, 2002 (the “Original Lease”), as amended by (i) that
certain First Amendment to Lease dated as of October 1, 2002 by and
between Original Landlord and Tenant (the “First
Amendment”), (ii) that certain Second Amendment to Lease dated
as of April 30, 2003 by and between Tenant and Landlord (as
successor-in-interest in the Lease to Original Landlord) (the “Second Amendment”), and (iii) that
certain Third Amendment to Lease dated as of July 30, 2004 by and between
Tenant and Landlord (the “Third Amendment”),
whereby Landlord leased to Tenant and Tenant leased from Landlord certain
office space located in the Project.  The
Original Lease, as amended by the First Amendment,  the Second Amendment and the Third Amendment,
may be referenced to herein as the “Lease.”


 


B.                                     By
this Fourth Amendment, Landlord and Tenant desire to (i) confirm the
Expansion Space Commencement Date of Tenant’s lease of the Expansion Space (as
such terms are defined in the Third Amendment), (ii) memorialize Landlord’s
and Tenant’s agreement regarding the performance of certain work in the
Expansion Space, and (iii) 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 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.                                       Expansion
Space Commencement Date. 
Landlord and Tenant hereby acknowledge and agree that the Expansion
Space Commencement Date of Tenant’s leasing of the Expansion Space (described
in the Third Amendment) is December 30, 2004.


 


2.                                       Landlord’s
Further Improvement Work in the Expansion Space.  Tenant acknowledges and agrees that Landlord
has, as of the date hereof, performed the following work (collectively, “Landlord’s Work”) in the Expansion
Space:  (i) repaired the water
damage in the kitchen and other areas in the Expansion Space affected by such
water damage; (ii) installed three (3) Carrier rooftop units to cool
the “improved” area of the Expansion Space that were previously serviced by the
existing Liebert units (which Carrier rooftop units were also ducted and
prepared for normal office use by Landlord); (iii) installed a Carrier 6-ton
rooftop air conditioning heat pump unit over the “shell” space of the Expansion
Space (with Tenant, at its cost, to distribute the air generated by the heat pump
as and when desired by Tenant); and (iv) repaired the leaks in the
rooftop, which rooftop will continue to be monitored by Landlord for further
repair as needed.  In addition to the
foregoing, Landlord will, at Landlord’s sole cost and expense, on or before March 31,
2005 (or as soon thereafter as reasonably possible), remove the existing
Liebert units and repair any structural damage caused by such removal;
provided, however, that Tenant shall perform any other remediation/improvement
work required as a result of such removal or as otherwise may be desired by
Tenant.


 


3.                                       Tenant’s
and Landlord’s Repair Obligations for the Expansion Space.  Landlord and Tenant acknowledge and agree
that Landlord’s and Tenant’s repair obligations with respect to the Premises
(as provided in and subject to the terms and provisions of the Lease) also
apply to the Expansion Space.


 

















 


4.                                       Release
of Liability.  This Fourth
Amendment shall fully and finally settle all demands, charges, claims, accounts
or causes of action of any nature, including, without limitation, both known
and unknown claims and causes of action that may arise out of or in connection
with the obligations of the parties pertaining to the condition of the Expansion
Space and
Landlord’s Work.


 


Each of the parties expressly waives the provisions of
California Civil Code Section 1542, which provides:


 


“A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.”


 


Each party acknowledges that it has received the advice of
legal counsel with respect to the aforementioned waiver and understands the
terms thereof.


 


5.                                       Brokers.  Each party represents and warrants to the
other that no broker, agent or finder negotiated or was instrumental in
negotiating or consummating this Fourth Amendment.  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 who claims or alleges that they were
retained or engaged by the first party or at the request of such party in
connection with this Fourth Amendment.


 


6.                                       Signing
Authority.  Each individual executing this Fourth Amendment
on behalf of Tenant hereby represents and warrants that Tenant is a duly formed
and existing entity qualified to do business in the State of California and
that Tenant has full right and authority to execute and deliver this Fourth
Amendment and that each person signing on behalf of Tenant is authorized to do
so.


 


7.                                       No
Further Modification.  Except as set
forth in this Fourth Amendment, all of the terms and provisions of the Lease
shall remain unmodified and in full force and effect.


 


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


 


	
   

  	
  “Landlord”:

  
	
   

  	
   

  
	
   

  	
  SORRENTO
  VALLEY ROAD, LLC.,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Principal
  Life Insurance Company, an Iowa

  Corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Principal
  Real Estate Investors, LLC, a

  Delaware limited liability company, its

  authorized signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Tenant”:

  
	
   

  	
   

  
	
   

  	
  WEBSENSE,
  INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
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  By:

  	
   

  	
   

  
	
   

  	
   

  	
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