and effect during the Fixturization Period (including, but not limited to, the obligation topay Base Rent and Operating Expenses). Provided, however, that all Base Rent paid by Tenant duringthe Fixturization Period shall be credited against Base Rent due for the last four and one-half(41/2) months of the first year of the Term. The Fixturization Period is in addition to anyadditional time afforded to Tenant for fixturization which may arise prior to the date ofSubstantial Completion.     6. The following provisions of the Lease are hereby deleted:          (a) Delay in Possession (Pages 1-3), except those provisions which relate to the Pre-OrderedEquipment, which shall remain in full force and effect.          (b) Tenant Improvements (Addendum 2, Paragraph 6).          (c) Indemnification Regarding Prior Lease (Addendum 4, Paragraph 7).     7. The first sentence in Addendum 2, Paragraph 5(a) (Determination of Substantial Completion)is hereby amended to delete the following: “provided that such commencement of construction shallnot be more than 120 days following receipt of all entitlements, approvals and all requiredbuilding permits from the applicable governmental authorities”. The second sentence of Addendum 2,Paragraph 5(b) is hereby deleted.     8. The Final Plans shall provide that solar panels will be installed (not later than eighteen(18) months after the date of Substantial Completion) as required for the office space within theBuilding (approximately 52,000 square feet).     9. Addendum 4, Paragraph 3 (Expansion Site) is hereby deleted in its entirety and replacedwith the following:     “Expansion Rights. Tenant may elect to expand intoanother building (the “**Expansion Building**”) of approximately500,000 net rentable square feet to be constructed on theapproximately 24.2 acres of land which is situated to the west ofwhere the Building is to be constructed, as depicted on **Exhibit “A”(Revised)**(the “**Expansion Area**”), provided the followingconditions are satisfied:     (a) Tenant shall give Landlord notice of its intention toexpand (the “**Expansion Notice**”) not later than a date whichis five (5) years after the date of Substantial Completion, timebeing of essence.     (b) The Expansion Building must contain approximately 500,000square feet of net rentable space, and the style of the ExpansionBuilding and quality of the construction of the Expansion Buildingshall be consistent with the style of the Building and the qualityof the construction of the Building.
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     (c) Construction of the Expansion Building shall commence assoon as possible after Tenant gives the Expansion Notice, subject toreasonable time periods to develop plans, specifications andconstruction drawings (which shall be subject to mutual approval ofLandlord and Tenant), to obtain any necessary entitlements(including building permits), to obtain consents of governmentalauthorities and third parties, and to procure construction financingreasonably acceptable to Landlord. The expansion of the Buildingwill be subject to Landlord and Tenant jointly procuringconstruction financing which requires that Landlord provide no morethan thirty percent (30%) of the hard costs of construction asequity.     (d) If the expansion right is exercised by Tenant and theExpansion Building is constructed, for all purposes under this Leasethe term “Building” shall thereafter be deemed to include theExpansion Building.     (e) Tenant shall take occupancy of the Expansion Building nolater than ten (10) business days after the date of SubstantialCompletion. Upon Tenant’s occupancy of the Expansion Building, BaseRent under the Lease shall be increased to account for the netrentable area within the Expansion Building, and shall be computedas the Base Rent for the original Building (on a per square footbasis), increased for (i) increases in construction and ownershipcosts, including increases in costs of financing, and (ii) increasesdue to general increases in the market rental in the geographic areain which the Premises are situated (it being understood that anysuch increases are independent of the increases in clause (i)above).     (f) If Tenant fails to timely exercise its right to expand, orif Tenant exercises its right to expand but any of the foregoingconditions are not satisfied (either at the time that Tenant givesthe Expansion Notice, or at any time thereafter until constructionof the Expansion Building commences) then Tenant shall have no rightto expand, the expansion right shall terminate, and the portion ofthe Premises upon which the Expansion Building was to be constructedshall be deemed removed from the description of the “Premises”.Tenant acknowledges that Landlord shall thereafter be free to use ordevelop such land in any way that it deems proper, and Tenant shallhave no rights whatsoever with respect thereto, or to object to anysuch use or development, all of which rights are expressly waived byTenant.
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     (g) The parties will execute any further amendment to the Leaseor other documentation reasonably required as a result of theexercise (or non-exercise) of Tenant’s expansion rights and/or theconstruction of the Expansion Building.”     10. Notwithstanding anything to the contrary in the Lease, Operating Expenses shall notinclude any property management fee payable to Landlord, or any affiliate of Landlord, or any thirdparty, and Tenant shall have no obligation to pay any property management fee.     11. If Tenant (or its affiliate) becomes a member of Landlord, then any default by Tenant (orsuch affiliate) under the Landlord’s Operating Agreement (beyond any applicable notice and/or cureperiod set forth therein) shall be an immediate Event of Default under the Lease.     12. The Final Plans (as defined in Addendum 2, Paragraph 1 of the Lease) as approved by theLandlord and Tenant, are attached hereto as **Exhibit “B”**.     13. Capitalized terms used in this Amendment shall have the same meanings as set forth in theLease, unless a different definition is set forth herein.     14. Except as amended herein, all terms and conditions of the Lease shall remain in full forceand effect, as originally written.     15. This Amendment shall not be effective unless and until the parties, or theiraffiliates, have entered into a “joint venture agreement” as described in that certain term sheet dated December 18, 2009and initialed by the parties.***(signature page follows)***
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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first abovewritten.         **“LANDLORD”** **“TENANT”**           **HF LOGISTICS I, LLC, a Delaware**