exv10w7





Exhibit 10.7


AMENDMENT NO. 2 TO LEASE


     THIS AMENDMENT NO. 2 TO LEASE (this
“Amendment”) is made as of the 17 day of
February, 2009 (“Effective Date”) by and between WISCONSIN PLACE OFFICE LLC, a Delaware
limited liability company (“Landlord”), and CAPITALSOURCE FINANCE LLC, a Delaware limited
liability company (“Tenant”).



WITNESSETH:




     WHEREAS, Landlord and Tenant have previously entered into that certain Office Lease Agreement
dated as of the 27th day of April, 2007 as amended by Amendment No. 1 to lease dated as of August
25, 2008 (as amended, the “Original Lease”) with respect to One Hundred and Thirty Four Thousand
Seven Hundred Ninety-Three (134,793) square feet of rentable area (“Original Premises”) in the
office building (“Building”) that is part of the Project known as Wisconsin Place, as more
particularly described in the Original Lease;



     WHEREAS, Landlord and Tenant have agreed to amend Exhibit B, Work Agreement, to the
Original Lease; and



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties
hereto, intending to be legally bound hereby, covenant and agree as follows:




	 	1.	 	Defined Terms. Except as otherwise provided herein, all capitalized
terms used herein shall have the same meanings as provided for such terms in the
Original Lease. The Original Lease, as modified and amended by this Amendment shall
be referred to herein as the “Lease.” All references to the “Lease” in the Original
Lease and this Amendment are deemed to mean the Original Lease, as modified and
amended by this Amendment.
	 
	 	2.	 	Amendment to Exhibit B Work Agreement. Paragraph 3(a) of Exhibit B to
the Original Lease, Work Agreement, is deleted in its entirety and replaced with the
following:
	 
	 	 	 	Tenant has requested that Landlord complete the initial leasehold improvements in
the Premises (collectively, the “Leasehold Work” )
in two phases (each a “Phase”).
The first phase (“Phase I”) of the Leasehold Work
(the “Phase I Leasehold Work”)
shall include construction of the initial leasehold improvements to be located on
the second (2nd) floor of the Building. The second phase

(“Phase
II”) of the





Wisconsin Place

Capital Source Lease Amendment No. 2


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	 	 	 	Leasehold Work (the “Phase II Leasehold Work”) shall include the construction of
initial leasehold improvements (other than the Phase I Leasehold Work) in any space
for which Tenant delivers the Permit Drawings and the Construction Documents (each
as defined in Section 4 below) to Landlord on or before the date that is eighteen
(18) months after the Lease Commencement Date. The Phase II Leasehold Work may
consist of one or more sub-phases in Tenant’s discretion, it being agreed that any
Leasehold Work (other than Phase I Leasehold Work) for which Tenant delivers Permit
Drawings and Construction Documents in accordance with Section 4A below shall be
deemed Phase II Leasehold Work. If Tenant elects to have different floors (or
portions of floors) within the Premises built out at different times with respect to
any portion of the Premises that is covered by Phase II Leasehold Work, then the
terms “Phase II Leasehold Work,” “Phase II Leasehold Plans” and “Phase II Completion
Period” as used herein shall mean the work, the plans and the completion period
applicable to each respective floor (or portion of a floor) as and when Tenant
elects to cause it to be built out (so long as Tenant delivers the Permit Drawings
and Construction Documents with respect thereto within the eighteen (18) month
period set forth above). In the event both the Permit Drawings and the Construction
Documents for the construction of initial leasehold improvements in any portion of
the Premises are not delivered by Tenant to Landlord on or before eighteen (18)
months after the Lease Commencement Date, then such work shall not be “Leasehold
Work” hereunder, Landlord shall not be obligated to construct (or manage the
construction of) such work, Tenant shall not be entitled to any Allowance with
respect to such work (except to pay Landlord’s construction supervision fee, as
described in Section 6(d) below), and any further alterations to the Premises shall
be “Alterations” and shall be governed by Article 9 of the Lease.
	 
	 	3.	 	Ratification. Except as otherwise expressly modified by the terms of
this Amendment, the Lease shall remain unchanged and continue in full force and
effect. All terms, covenants and conditions of the Lease not expressly modified
herein are hereby confirmed and ratified and remain in full force and effect, and, as
further amended hereby, constitute valid and binding obligations of Tenant
enforceable according to the terms thereof.
	 
	 	4.	 	Authority. Tenant and each of the persons executing this Amendment on
behalf of Tenant hereby represents and warrants to Landlord that Tenant is a duly
organized and existing limited liability company and is in good standing under the
laws of the State of Delaware, that all necessary limited liability company action has
been taken to enter into this Amendment and that the person signing this Amendment on
behalf of Tenant has been duly authorized to do so. Landlord and each of the persons
executing this Amendment on behalf of Landlord hereby represents and warrants to





Wisconsin Place

Capital Source Lease Amendment No. 2




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	 	 	 	Tenant that Landlord is a duly organized and existing limited liability company and
is in good standing under the laws of the State of Delaware, that all necessary
limited liability company action has been taken to enter into this Amendment and
that the person signing this Amendment on behalf of Landlord has been duly
authorized to do so.
	 
	 	5.	 	Mutual Negotiation. Landlord and Tenant each hereby covenant and agree
that each and every provision of this Amendment has been jointly and mutually
negotiated and authorized by both Landlord and Tenant, and in the event of any dispute
arising out of any provision of this Amendment, Landlord and Tenant do hereby waive
any claim of authorship against the other party.
	 
	 	6.	 	Binding Effect. This Amendment shall not be effective and binding
unless and until fully executed and delivered by each of the parties hereto. All of the
covenants contained in this Amendment, including, but not limited to, all covenants of
the Lease as modified hereby, shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, and permitted successors
and assigns.





[SIGNATURE PAGE FOLLOWS.]




Wisconsin Place

Capital Source Lease Amendment No. 2




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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No. 2 to Lease as
of the date and year first above written.


	 	 	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WISCONSIN PLACE OFFICE LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	By:	 	Wisconsin Place Office Manager LLC,	 	 
	 	 	 	 	a Delaware limited liability company, its Manager	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Anne DuMont 
Anne DuMont
	 	 	 	By:

Name:	 	/s/ Peter D. Johnston
 

Peter D. Johnston
	 	 
	 
	 	 	 	Title:
	 	Senior Vice President	 	 





	 	 	 	 	 	 	 
	 	TENANT:	 	 
	 
	 	 	 	 	 	 
	 	CAPITALSOURCE FINANCE
LLC,
	 	a Delaware limited liability company
	 
	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Lisa
Havilland
	 	 	 	 	 	 
	Lisa Havilland
	 	By:


Name:
	 	/s/ David M. Martin
 

David M. Martin
	 	
	 
	 	Title:
	 	Senior Vice President & 

General Counsel - Commercial Lending	 	 





Wisconsin Place

Capital Source Lease Amendment No. 2



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