Exhibit 10.2


 


*** Confidential portions
of this document have been redacted and filed separately with the Commission.


 


SECOND AMENDMENT
TO OFFICE LEASE


 


This SECOND
AMENDMENT TO OFFICE LEASE (“Second Amendment”)
is made and entered into as of the 3rd day of June, 2009, by and between KILROY
REALTY, L.P., a Delaware limited partnership (“Landlord”), and BRIDGEPOINT EDUCATION, INC., a Delaware
corporation (“Tenant”).


 


R E C I T A L S :


 


A.                                   Landlord and Tenant entered into that
certain Office Lease dated as of January 31, 2008 (the “Office Lease”), as amended by that certain
First Amendment to Office Lease dated as of December 1, 2008 (the “First Amendment”) (The Office Lease and the
First Amendment are hereinafter referred to collectively as the “Lease”), whereby Landlord leases to Tenant
and Tenant leases from Landlord the entirety of the building (the “Premises”) located and addressed at 13480
Evening Creek Drive North, San Diego, California (the “Building”). 
The Building is part of the office building project commonly known as “Kilroy Sabre Springs.”  The Premises is identified in the Lease as
containing approximately 147,533 rentable square feet of space.


 


B.                                     The Premises has been remeasured in
accordance with Section 1.2 of the Office Lease.  In connection therewith, and pursuant to the
terms of such Section 1.2 of the Office Lease, Landlord notified
Tenant in writing on November 26, 2008, of Landlord’s space
planner/architect’s determination as to the total rentable square footage of
the entire Premises (the “Landlord
Determination”).


 


C.                                     Tenant failed within fifteen (15) days
thereafter to deliver written notice to Landlord objecting to such Landlord
Determination, and therefore, pursuant to the terms of Section 1.2
of the Office, such failure to object shall be deemed to constitute Tenant’s
acceptance of the Landlord Determination.


 


D.                                    Accordingly, Landlord and Tenant desire
to amend the Lease to reflect the correct rentable square footage for the
Premises, and to otherwise amend the Lease on the terms and conditions
contained herein.


 


A G R E E M E N T :


 


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:


 


1.                                       Capitalized Terms. 
All undefined terms when used herein shall have the same respective
meanings as are given such terms in the Lease unless expressly provided
otherwise in this Second Amendment.


 

















 


*** Confidential portions
of this document have been redacted and filed separately with the Commission.


 


2.                                       Remeasurement of
Premises.  Landlord and Tenant hereby acknowledge and
agree that the Premises has been remeasured pursuant to Section 1.2
of the Office Lease, and Landlord and Tenant agree that, notwithstanding any
contrary provision contained in the Lease, the Premises shall be deemed to
contain 149,817 rentable (131,101 usable) square feet of space, which
measurement shall be applied retroactively to the Lease Commencement Date as
contemplated by Section 1.2 of the Office Lease.  Accordingly, except where the relevant
section (or portion thereof) of the Office Lease or the First Amendment is
expressly amended pursuant to the terms of this Second Amendment, all
references to “147,533 rentable square feet” shall hereby be deemed to
reference “149,817 rentable square feet.” 
Landlord and Tenant further acknowledge and agree that the rentable
square footage of each portion of the Premises is as follows:


 




	
  Floor 6:

  	
   

  	
  22,147 rentable square
  feet

  
	
  Floor 5:

  	
   

  	
  25,787 rentable square
  feet

  
	
  Floor 4:

  	
   

  	
  25,787 rentable square
  feet

  
	
  Floor 3:

  	
   

  	
  25,787 rentable square
  feet

  
	
  Floor 2:

  	
   

  	
  24,387 rentable square
  feet

  
	
  Floor 1:

  	
   

  	
  25,280 rentable square feet

  






Rentable Area of the Rooftop
of the Building*:                                       642 rentable square feet


 






*  Pursuant to the BOMA standard applicable to single-tenant buildings,
the rentable area of the rooftop of the subject building is added to the
rentable area of the remainder of such building in determining the total
rentable area of the entirety of such building.


 


3.                                       Rent. 
Further to the updated rentable square footage documented above,
Landlord and Tenant hereby acknowledge and agree that Section 4 of
the Summary, as amended and restated in it’s entirety in Exhibit B attached to the First
Amendment, is hereby amended and restated in its entirety with the following:


 


“4.                                 Base Rent (Article 3):


 


	
  Lease Year

  	
   

  	
  Applicable

  Square Footage

  	
   

  	
  Monthly

  Installment

  of Base Rent**

  	
   

  	
  Annual

  Rental Rate

  per Rentable

  Square Foot

  	
   

  
	
  September 2, 2008 through October 31, 2008

  	
   

  	
  N/A

  	
   

  	
  $

  	
  [***]

  	
   

  	
  N/A

  	
   

  
	
  November 1, 2008 through November 30, 2008

  	
   

  	
  48,576

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  December 1, 2008 through February 28, 2009

  	
   

  	
  74,363

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 


2

















 


*** Confidential portions
of this document have been redacted and filed separately with the Commission.


 


	
  March 1, 2009 through
  May 31, 2009

  	
   

  	
  100,150

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  June 1, 2009 through
  June 6, 2009

  	
   

  	
  124,537

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  June 7, 2009 through
  August 31, 2010

  	
   

  	
  149,817

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  September 1, 2010 through August 31, 2011

  	
   

  	
  149,817

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  September 1, 2011 through August 31, 2012

  	
   

  	
  149,817

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  September 1, 2012 through August 31, 2013

  	
   

  	
  149,817

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  September 1, 2013 through August 31, 2014

  	
   

  	
  149,817

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  September 1, 2014 through August 31, 2015

  	
   

  	
  149,817

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  September 1, 2015 through August 31, 2016

  	
   

  	
  149,817

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  September 1, 2016 through August 31, 2017

  	
   

  	
  149,817

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  September 1, 2017 through September 30, 2018

  	
   

  	
  149,817

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 






**                                  The Monthly Installment of Base Rent for
the period during the Lease Term from November 1, 2008 through May 31,
2009 was calculated by multiplying $[***] by the Applicable Square Footage, and
then adding the Additional Monthly Base Rent pursuant to the First
Amendment.  The Monthly Installment of
Base Rent for the period during the Lease Term from June 1, 2009
through August 31, 2010 was calculated by multiplying $[***] by the
Applicable Square Footage (the “Base Amount”),
and then adding the Additional Monthly Base Rent pursuant to the First
Amendment.  In all subsequent Lease
Years, the calculation of Monthly Installment of Base Rent reflects an annual
increase of [***] of the Base Amount, and then adding the Additional Monthly
Base Rent pursuant to the First Amendment. 



 


3

















 


*** Confidential portions of this document have been redacted and filed
separately with the Commission.


 


4.                                       Base Rent Payment/Credit. 
Concurrently with Tenant’s execution of this Second Amendment, Tenant
shall pay to Landlord the difference (if any) between (A) the amount of
Base Rent actually paid by Tenant for the period commencing on the Lease
Commencement Date and ending on the date of Tenant’s most recent payment of
Base Rent, which does not reflect the increase in the rentable square footage
of the Premises set forth herein, and (B) the amount of Base Rent due for
such period based on the schedule set forth above.  Alternatively, in the event Tenant has
previously paid to Landlord Base Rent for any period during the Lease Term
prior to the date of this Second Amendment in excess of the Base Rent which was
due for such period (i.e., per
the schedule set forth above), Landlord shall credit any such difference
against the monthly installment of Base Rent next due and owing under the
Lease, as amended.


 


5.                                       Improvement Allowance.


 


5.1                                 Initial Improvement
Allowance.  Notwithstanding any provision to the contrary
set forth in the Lease, the amount of the “Improvement Allowance” set forth in Section 13
of the Summary and Section 2.1 of the Tenant Work Letter attached
to the Lease as Exhibit “B”
(the “Work Letter”) is hereby
revised to be the total amount of [***].


 


5.2                                 Second Amendment
Additional Allowance.  Notwithstanding any provision
to the contrary set forth in Section 2.3 of the Work Letter, and in
place of any increase in the “Additional Allowance” (as that term is defined in
Section 2.3 of the Work Letter), Tenant may, upon written notice to
Landlord given on or before the date which is thirty (30) days following the
date of this Second Amendment, elect to cause the Improvement Allowance for the
initial Premises to be increased by an amount (the “Second Amendment  Additional
Allowance”) set forth in such notice.  Any such resulting Second Amendment
Additional Allowance shall (i) be an amount equal to an even number of
United States Dollars (as opposed to fractions of United States Dollars), and (ii) in
no event exceed the product of (A) [***], and (B) the number of
rentable square feet of the Premises in excess of the number of rentable square
feet of the Premises set forth in the Office Lease (i.e., an amount equal [***] based upon 2,284 rentable square
feet).  In the event Tenant exercises its
right to use all or any portion of the Second Amendment Additional Allowance,
the Monthly Installment of Base Rent for the Premises shall be retroactively
increased by an amount equal to the “Second Amendment Additional Monthly Base
Rent,” as that term is defined below, in order to repay the Second Amendment
Additional Allowance to Landlord.  The “Second Amendment  Additional Monthly Base Rent” shall be determined as the
missing component of an annuity, which annuity shall have (w) the amount
of the Second Amendment Additional Allowance which Tenant elects to utilize as
the present value amount, [***].  If
Tenant elects to utilize all or a portion of the Second Amendment Additional Allowance,
then (i) all references in the Work Letter to the “Improvement Allowance,”
shall be deemed to include the Second Amendment Additional Allowance which
Tenant elects to utilize, and (ii) the parties shall promptly execute an
amendment (the “Second Amendment Additional
Allowance Amendment”) to the Office Lease setting forth the new
amount of the Base Rent and Improvement Allowance computed in accordance with
this Section 5.2.


 


4

















 


*** Confidential portions of this document have been redacted and filed
separately with the Commission.


 


5.3                                 Mid-Term Improvement
Allowance.  The amount of the “Mid-Term Improvement
Allowance” set forth in Section 14 of the Summary and referred to
in Section 8.6 of the Office Lease is hereby revised to be the
total amount of [***].


 


6.                                       Brokers. 
Landlord and Tenant hereby warrant to each other that they have had no
dealings with any real estate broker or agent in connection with the
negotiation of this Second Amendment, excepting only the real estate brokers or
agents specified in Section 12 of the Summary (collectively, the “Brokers”), and that they know of no other
real estate broker or agent who is entitled to a commission in connection with
this Second Amendment.  Each party agrees
to indemnify and defend the other party against and hold the other party
harmless from any and all claims, demands, losses, liabilities, lawsuits,
judgments, and costs and expenses (including without limitation reasonable
attorneys’ fees) with respect to any leasing commission or equivalent
compensation alleged to be owing on account of the indemnifying party’s
dealings with any real estate broker or agent other than the Brokers.  The terms of this Section 6 shall
survive the expiration or earlier termination of the Lease Term.


 


7.                                       Conflict. 
In the event of any conflict between the Lease and this Second
Amendment, the terms of this Second Amendment shall prevail.


 


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


 


[Signatures
follow on next page]


 


5

















 


*** Confidential portions of this document have been redacted and filed
separately with the Commission.


 


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


 


	
  “LANDLORD”

  	
  KILROY REALTY, L.P.,

  
	
   

  	
  a Delaware limited
  partnership 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kilroy Realty
  Corporation, 

  
	
   

  	
   

  	
  a Maryland corporation,
  

  
	
   

  	
   

  	
  General Partner 

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey C. Hawken

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its: 

  	
  EVP

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ John T. Fucci

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Sr. VP

  
	
   

  	
   

  
	
  “TENANT”

  	
  BRIDGEPOINT EDUCATION,
  INC.,

  
	
   

  	
  a Delaware corporation 

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Andrew Clark

  
	
   

  	
   

  
	
   

  	
   

  	
  Its: 

  	
  CEO

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel J. Devine

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  CFO

  
							



 


6