exv10w6





Exhibit 10.6




 AMENDMENT NO. 1 TO LEASE



     THIS AMENDMENT NO. 1 TO LEASE (this “Amendment”) is made as of the 25th day of August, 2008
(“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 (the “Original Lease”) with respect to One Hundred Sixty
Thousand Six Hundred Thirty-Four (160,634) 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 the Original Lease to eliminate the portion
of the Original Premises on the eighth (8th) and ninth (9th) floors of the Building and to add
space on the third (3rd) floor of the Building to the Original Premises;


     WHEREAS, as part of Tenant’s plans for the Leasehold Work, Tenant has requested that Landlord
construct equipment shafts that will occupy twelve (12) square feet of rentable area on the first
(1st) floor of the Building and thirty-one (31) square feet of rentable area on each of floors
four (4) through nine (9) of the Building for a total of one hundred ninety-eight (198) square
feet of rentable area (collectively, the “Shaft Space”), to be located on floors that are not
otherwise part of the Premises under the Lease, as amended by this Amendment;


     WHEREAS, Landlord and Tenant wish to amend the Original Lease to add the Shaft Space to the
Premises; and


     WHEREAS, Landlord and Tenant wish to amend certain other terms and conditions of the Original
Lease as set forth herein.


     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




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	 	 	 	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.	 	Premises. Section 1.1 of the Original Lease is hereby deleted
in its entirety and replaced with the following:




“1.1 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,
for the term and upon the terms, conditions, covenants and agreements herein
provided, a total of One Hundred Thirty-Four Thousand Seven Hundred
Ninety-Three (134,793) square feet of rentable area, comprising Fifty-Six
Thousand Four Hundred Seventy-Eight (56,478) square feet of rentable area on
the second (2nd) floor of the Building, Twenty-Six Thousand Thirty-Nine
(26,039) square feet of rentable area on each of the third (3rd), tenth
(10th) and eleventh (11th) floors of the Building, and
the equipment shaft space (the “Shaft Space”) comprising twelve (12) square
feet of rentable area on the first (1st) floor of the Building and thirty-one
(31) square feet of rentable area on each of the fourth (4th), fifth (5th),
sixth (6th), seventh (7th), eighth (8th) and ninth (9th) floors of the
Building (all of the foregoing being collectively, the “Premises”). In
addition, the Premises shall include rentable area on the P-l level of the
Garage (the “UPS Space” and the “Electric Room”) and the Terrace Vestibule (as
hereinafter defined), except that the UPS Space, the Electric Room, and the
Terrace Vestibule shall be excluded for purposes of any calculations of
Tenant’s Proportionate Share, any calculations of the amount of square feet
Tenant is leasing or occupying for purposes of the thresholds for signage
rights pursuant to Article 10, rights to object to property management
pursuant to Section 14.1 and 14.9, rights to object to change of Building
address pursuant to Section 23.2, Tenant’s competitor rights pursuant to
Section 25.25, and similar thresholds, and Tenant’s right to Improvements
Allowance or Additional Allowance (as such terms are defined in Exhibit B).
The location and configuration of the Premises are outlined on
Exhibit A-1 (second floor), Exhibit A-2 (floors 3, 10 and 11), Exhibit
A-3 (Shaft Space on first floor), Exhibit A-4 (Shaft Space on
floors 4 through 9), and Exhibit A-5 (UPS Space and Electric Room)
attached to this Amendment and made a part hereof.” Prior to the Lease
Commencement Date, Landlord and Tenant shall mutually agree in writing upon
the amount of rentable square feet of area of the UPS Space and Electric Room,
which shall be approximately four hundred and fifty (450) square feet in the
UPS Space and approximately fifty (50) square feet in the Electric Room and
which spaces shall be


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otherwise suitable for Tenant’s requirements. The actual square
footages shall be determined based on the design of the areas.
Tenant shall be responsible for all costs and expenses incurred
by Landlord in relocating the current location of the bike racks
on the P-1 level to accommodate the UPS Room and Electric Room.



	 	3.	 	Pursuant to Section 1.2(b) of the Original Lease, Tenant is
entitled to construct the Terrace. Tenant’s plan for the construction of
the Terrace also includes a stair and elevator vestibule containing Five
Hundred Fifty-Seven (557) square feet of rentable area on the roof of the
portion of the Building known as “Retail C” (the “Terrace Vestibule”).
The Terrace Vestibule shall not be included as part of the rentable area
of the Premises for purposes of determining Base Rent. In addition, for
purposes of calculating “Tenant’s Proportionate Share” pursuant to
Section 4.1(b) of the Original Lease, the Terrace Vestibule and the
Terrace shall not be included as part of the rentable area of the
Premises as the numerator, and the Terrace Vestibule and the Terrace
shall not be included as part of the total rentable square feet of the
Office Portion of the Building as the denominator of such fraction.
	 
	 	4.	 	The first sentence of Section 3.1 is hereby deleted and replaced
with the following:
	 
	 	 	 	“During the Lease Term, Tenant shall pay to Landlord as base rent
(used interchangeably as “Base Rent” or
“base rent”) for the Premises,
without set off, deduction or demand (except as otherwise expressly
provided in Section 3.6 of this Lease) (a) an amount per annum equal
to the product of Thirty-Four and 50/100ths Dollars ($34.50)
multiplied by the total number of square feet of rentable area in the
Premises (other than the UPS Space and the Terrace Vestibule) as set
forth in Section 1.1 (as the same may be modified in accordance with
Section 1.3), plus (b) an amount per annum equal to the product of
Twenty Dollars ($20.00) multiplied by the total number of square feet
of rentable area in the UPS Space, which amounts shall be increased as
provided in Section 3.2 below and may be abated as provided in Section
2.3(a), if applicable.
	 
	 	5.	 	The rent chart set forth in Section 3.2 of the Lease is hereby
deleted in its
entirety and replaced with the following:




	 	 	 	 	 
	 	 	Annual Base Rent Per 	 	Annual Base Rent per
	 	 	Rentable Square Foot for	 	Rentable Square Foot
	 	 	Premises other than UPS 	 	for UPS and Electric
	Lease Year	 	Space and Terrace Vestibule	 	Room Space
	1	 	$34.50
	 	$20.00
	2	 	$35.36
	 	$20.50





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	 	 	Annual Base Rent Per	 	Annual Base Rent per
	 	 	Rentable Square Foot for	 	Rentable Square Foot
	 	 	Premises other than UPS 	 	for UPS and Electric
	Lease Year	 	Space and Terrace Vestibule 	 	Room Space
	3	 	$36.24
	 	$21.01
	4	 	$37.15
	 	$21.54
	5	 	$38.08
	 	$22.08
	6	 	$39.03
	 	$22.63
	7	 	$40.01
	 	$23.20
	8	 	$41.01
	 	$23.78
	9	 	$42.04
	 	$24.37
	10	 	$43.09
	 	$24.98
	11	 	$44.17
	 	$25.60
	12	 	$45.27
	 	$26.24
	13	 	$46.40
	 	$26.90
	14	 	$47.56
	 	$27.57
	15	 	$48.75
	 	$28.26







	 	6.	 	Section 5.1(a) of the Original Lease is modified to substitute the words
and number “One Million Six Hundred Sixty-Four Thousand Three
Hundred Fifty-Six and 40/100 Dollars ($1,664,356.40)” for the words and
number “One Million Nine Hundred Eighty-Three Thousand Four
Hundred Twenty-Eight and 32/100ths Dollars ($1,983,428.32)” in
defining the amount of the Security Deposit. In the second sentence of
Section 5.1(a), the figure “134,793” is substituted for the figure
“160,634.” Landlord acknowledges that Tenant has heretofore posted
with Landlord a letter of credit in the amount of $1,983,428.32 in
satisfaction of the Security Deposit requirement under the Lease.
Landlord further acknowledges that the amount of the Security Deposit is
hereby being reduced to $1,664,356.40, and Landlord agrees to deliver
such authorizations or instructions to the issuer of the letter of credit as
may be required to effect such reduction in the amount of the letter of
credit.
	 
	 	7.	 	Subsection 10.1(b) of the Original Lease is hereby deleted in its entirety
and replaced with the following:






“(b) Landlord agrees that Tenant, so long as
CapitalSource Finance LLC (or a Successor or Affiliate of
CapitalSource Finance LLC) is leasing at least 82,000 square feet
of rentable area in the Building and occupying at least 56,000
square feet of rentable area in the Building, at Tenant’s sole cost
and expense (provided that the Allowance may be applied to the cost
thereof), shall have the nonexclusive right to affix one (1) sign
identifying CapitalSource Finance LLC or a Successor or Affiliate
of



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CapitalSource
Finance LLC (“Tenant’s Plaque Sign”) on a plaque at the
main entrance to the Building. In addition, Landlord agrees that
Tenant, so long as CapitalSource Finance LLC (or a Successor or
Affiliate of CapitalSource Finance LLC) is leasing at least 134,595
square feet of rentable area in the Building, unless Tenant is leasing
less than 134,595 rentable square feet because Landlord has exercised a
recapture right pursuant to Article VII hereof, in which event the
rentable square footage of the space recaptured by Landlord shall
be deducted from the foregoing 134,595 rentable square foot threshold,
and occupying at least 108,556 square feet of rentable area in the
Building (for purposes of the foregoing requirement, Tenant shall
be deemed to be “occupying” space that is subleased to
Relationship Subtenants and to Affiliates of Tenant), at Tenant’s sole
cost and expense (subject to the application of the Tenant
Improvements Allowance), shall have the exclusive right to affix
one (1) sign identifying CapitalSource Finance LLC or a Successor or an
Affiliate of CapitalSource Finance LLC (“Tenant’s
Exterior Sign” or
“Exterior Sign”) which shall be located either (at Tenant’s election and
subject to the terms set forth herein) (1) on the exterior wall of the
Building outside the second (2nd) floor facing Wisconsin Avenue, or (2)
on the exterior wall at the top of the Building on a face of the
Building other than the side that faces Western Avenue. If
Tenant’s Exterior Sign is located on the second (2nd) floor, such sign
shall be located in the area shown on the diagram attached to this
Amendment as Exhibit B. The color, size, style, location,
placement, method of installation, material finish and configuration of
Tenant’s Plaque Sign and Tenant’s Exterior Sign
(collectively, “Tenant’s Signs”) (A) shall be subject to Landlord’s
prior written approval, which approval shall not be unreasonably
withheld, conditioned or delayed, provided that Landlord shall be
deemed to have consented to such signage so long as Tenant’s Signs
comply with the signage parameters attached to the Original Lease as
Exhibit G (provided, however, that Landlord and Tenant
acknowledge that the location of the Exterior Sign, if it is located at
the top of the Building (a “Top of Building Sign”) pursuant to clause
(2) above, is not shown on Exhibit G and such location shall be
proposed by Tenant and subject to Landlord’s approval, which approval
shall not be unreasonably withheld, conditioned or delayed),
(B) shall comply with all applicable Legal Requirements and
(C) shall be subject to any required Approvals, as defined



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below. Tenant shall be responsible for obtaining and securing, at
Tenant’s sole cost and expense, all necessary permits, approvals or
variances with respect to Tenant’s Signs from any applicable federal,
state, county, city or other local governing authorities having
jurisdiction over the Project (collectively, “Approvals”). Landlord,
at Tenant’s request and sole cost and expense, shall use good faith,
diligent and commercially reasonable efforts to assist Tenant in
securing any necessary Approvals for Tenant’s Signs and to allow for
compliance with Legal Requirements. In the event Tenant is unable to
obtain the necessary Approvals from any applicable federal, state,
county, city or other local governing authorities having jurisdiction
over the Project, Tenant shall have the right to revise Tenant’s Signs
in whatever manner is required to comply with the applicable Approvals,
provided such revisions shall be subject to the prior written approval
of Landlord, which approval shall not be unreasonably withheld,
conditioned or delayed (and Landlord shall be deemed to have approved
any such modifications which comply with the signage parameters in
Exhibit G); if Landlord approves such revisions, in the event that
Tenant is unable to secure the required Approvals for the revised
Tenant’s Signs, Tenant shall have no remedy, claim, cause of action or
recourse against Landlord, nor shall failure or inability to obtain any
necessary Approvals provide or afford Tenant the opportunity to
terminate this Lease. Tenant, at Tenant’s sole cost and expense, shall
keep and maintain Tenant’s Signs in good condition and repair.
Upon the expiration or earlier termination of this Lease (or at
such earlier time that Tenant no longer has the right to such
signage),
Tenant shall remove, at Tenant’s sole cost and expense, Tenant’s Signs
from the Building and shall cause, at Tenant’s sole cost and expense,
the surface of the Building to be repaired and returned to substantially
the same condition it was in prior to Tenant’s Signs being affixed
thereto. Notwithstanding the foregoing, in the event Tenant elects to
exercise its signage right pursuant to this Section 10.1(b), Tenant’s
Signs shall be installed, at Tenant’s sole cost and expense, subject to
the application of the Tenant Improvements Allowance, by a
contractor reasonably acceptable to both Landlord and Tenant and
thereafter shall be properly maintained by Tenant, all at Tenant’s sole
cost and expense. Landlord reserves the right to allow other plaque
signs at the main entrance of the Building for other Building tenants so
long as the size of such other



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plaque signs are not more prominent than Tenant’s Plaque Sign.”




	 	8.	 	Subsection 10.1(c) of the Original Lease is hereby deleted in its entirety
and replaced with the following:






(c) So long as CapitalSource Finance LLC (or a Successor or Affiliate of
CapitalSource Finance LLC) meets the square footage requirements for having the
right to Tenant’s Exterior Sign as set forth above, then Landlord agrees that
it will not grant to any other office tenant in the Building the right to place
an exterior Top of Building Sign other than an exterior Top of the Building
Sign facing Western Avenue for the benefit of Microsoft Corporation or its
successors and assigns as tenant under the Microsoft Lease (as hereinafter
defined). Notwithstanding the foregoing, in the event the Microsoft Lease
expires or terminates for any reason, then Landlord shall give notice to Tenant
(which notice may be given at any time within twelve (12) months before or
after the Microsoft Lease terminates or expires) to inform Tenant that it has
the right to locate its Exterior Sign as a Top of Building Sign facing Western
Avenue (it being understood, however, that Tenant shall only have the right to
have one Exterior Sign). Tenant shall give notice to Landlord within fifteen
(15) days after Tenant’s receipt of Landlord’s notice indicating
whether Tenant wants to locate its Exterior Sign as a Top of Building Sign
facing Western Avenue. In the event Tenant fails to respond within such fifteen
(15) days, Tenant shall be deemed to have elected not to locate its Exterior
Sign as a Top of Building Sign facing Western Avenue. In the event Tenant
elects or is deemed to have elected not to locate its Exterior Sign as a Top of
Building Sign facing Western Avenue, then Landlord shall have the right to
grant to another tenant in the Building that leases more space in the Building
than Tenant hereunder the right to place a Top of Building Sign facing Western
Avenue and Tenant shall not have any right to locate its Exterior Sign on any
part of the Building facing Western Avenue. In the event Tenant elects to
locate its Exterior Sign as a Top of Building Sign facing Western Avenue, then
Tenant shall complete the installation of its Exterior Sign within 180 days
after Tenant receives all necessary approvals and permits from Montgomery
County (which Tenant agrees to use diligent and good faith efforts to obtain
expeditiously). In the event Tenant fails to timely complete such
installation of its Exterior Sign, then Tenant’s right to locate such Exterior
Sign on any part of the Building facing Western Avenue shall be null and void,
and Landlord shall be entitled to grant to another tenant in the Building that
leases more space in the



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Building than Tenant hereunder the right to place an exterior sign on the
Building facing Western Avenue.



	 	9.	 	In Section 14.9, the figure “134,595” is
substituted for the figure “160,000” in all three places where such figure appears.
	 
	 	10.	 	Article XXX of the Original Lease is hereby deleted in its entirety.
	 
	 	11.	 	Generator. In the first sentence of Section 33.1, clause (i) is
hereby amended and restated to read as follows:
	 
	 	 	 	“(i) one or two (at Tenant’s election) back-up power generators and all necessary
fuel tanks (if any), batteries (if any), and feeders and conduits extending from
such generator(s) to the Premises (collectively, the “Generator”);”
	 
	 	12.	 	Security Access System.
	 
	 		 	(a) Landlord and Tenant acknowledge that, in addition to the Base Building
Modifications that Tenant has previously requested, Tenant has requested, and
Landlord has agreed to install, a Kastle security access system in the Building
rather than a Datawatch security access system. Such modification constitutes a
Base Building Modification under the Lease. The difference between the cost to
install and maintain such Kastle security access system and the cost to install
and maintain the Datawatch security access system shall be “Base Building
Modification Costs” under the Lease. Such Base Building Modification Costs consist
of a charge of $14,676.00 the (“Upfront Kastle Charge”) to pay for the increased
upfront installation costs arising from such Base Building
Modification. Tenant
agrees to pay to Landlord the Upfront Kastle Charge within thirty (30) days after
receiving an invoice therefor from Landlord.
	 
	 		 	(b) In addition to the Upfront Kastle Charge, during each Lease Year, Tenant agrees
to reimburse Landlord (as additional rent), along with each monthly installment of
Base Rent, an amount (the “Kastle Operating Charge”) equal to the difference
(calculated as follows) between the annual costs to operate a Kastle security
access system in the Building (the “Kastle Annual Amount”) and the annual costs to
operate a Datawatch security access system in the Building (the “Datawatch Annual
Amount”). The Kastle Operating Charge shall be in addition to the inclusion of
security cost in Operating Expenses payable by Tenant pursuant to Article IV of the
Original Lease. The Kastle Operating Charge initially shall be Three Thousand Six
Hundred Dollars ($3,600.00) per annum for the first Lease Year, which amount shall
be increased as hereinafter provided. Commencing on the first (1st) day of the
second





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	 	 	 	(2nd) Lease Year and on the first day of each and every Lease Year thereafter
during the Lease Term, the Kastle Operating Charge shall be increased by two and
one-half percent (2.5%) of the amount of annual Kastle Operating Charge payable
for the preceding Lease Year. The Kastle Operating Charge shall be divided into
equal monthly installments and such monthly installments shall be due and payable
in advance on the first day of each month during such Lease Year. If the Lease
Term begins on a date other than on the first day of a month, the Kastle Operating
Charge shall be prorated on a per diem basis. The Kastle Operating Charge shall be
credited against the Building’s annual security cost included in Office Common
Expenses.
	 
	 	13.	 	Work Agreement. Section 6(j) of the Work Agreement is hereby deleted
in its entirety and replaced with the following:






(j) The construction contracts for the Leasehold Work and the Base
Building Work shall be structured so that the Leasehold Contractor
has at least the following time frames to achieve substantial
completion of the Leasehold Work on any floor after such floor is
“Ready for Buildout” as defined in Schedule XI hereto: (i)
six (6) months with respect to the portion of the Premises on the
second (2nd) floor; (ii) five (5) months with respect to the
portion of the Premises on the third (3rd) floor; and (iii) four
(4) months for the portion of the Premises on the tenth (10th) and
eleventh (11th) floors.




	 	14.	 	Eleventh Floor Plenum Infrastructure. A new Section 33.14 is
hereby added to the Original Lease as follows:
	 
	 	 	 	“33.14 As part of the Leasehold Work, and subject to the
conditions and requirements of Article IX and Exhibit B of the Original
Lease, Tenant shall be permitted to install, at its sole cost and expense, the
infrastructure described in Exhibit C attached to this Amendment (the
“Infrastructure”) in the plenum space between the
eleventh (11th) floor
finished ceiling and the underside of the roof slab in the Building, and to connect
such infrastructure to the appropriate supply and return lines, mains, conduits,
and other Building and Tenant infrastructure. The provisions of Sections 33.4
through 33.8 and 33.11 through 33.13 shall apply to such Infrastructure, as though
such Infrastructure were “Supplemental Equipment” or “Supplemental Equipment
Alterations”, as the case may be, and the eleventh (11th) floor Plenum
were one of the “Support Areas”. In addition, Tenant shall have the right to access
all Infrastructure for the purpose of maintenance, repairs and Alterations (subject
to Article IX), subject to reasonable coordination with any





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	 	 	tenant(s) occupying the eleventh
(11th) floor, and Landlord shall
ensure that Tenant’s rights so to do are maintained and preserved in any lease for
space on the eleventh
(11th) floor.
	 
	15.	 	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.
	 
	16.	 	Broker. Landlord and Tenant each represent and warrant to the other
that neither of them has employed or dealt with any broker, agent or finder in
carrying on the negotiations relating to this Amendment (other than Cassidy & Pinkard
in the case of Tenant). Landlord acknowledges and agrees that Tenant shall not have
any responsibility for claims made by Cassidy & Pinkard and The Meyer Group with
respect to a brokerage commission relating to the reduction in the size of the
Premises pursuant to this Amendment, and, without any admission that such a brokerage
commission is due, any such commission (if due) shall be the responsibility of
Landlord.
	 
	17.	 	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
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.
	 
	18.	 	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.
	 
	19.	 	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





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	 	 	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.
	 
	20.	 	Amendment Partially Conditioned Upon Microsoft Lease.
Notwithstanding anything herein to the contrary, the effectiveness of Sections 6, 7,
8, 9, 10, 13 & 16 of this Amendment and those provisions of Section 2 of this
Amendment that add the third (3rd) floor to the Premises and delete the
eighth (8th) and ninth (9th) floors from the Premises
(collectively, the “Conditional Provisions”) is made expressly subject to and
contingent upon the full execution of a lease with Microsoft Corporation, a
Washington corporation (“Microsoft”), that includes all of the eighth (8th) and
ninth (9th) floors of the Building (other than the Shaft Space) on terms acceptable
to Landlord in Landlord’s sole discretion (the “Microsoft Lease”). If such lease has
not been fully executed on or before September 25, 2008, Landlord shall have the
right, upon written notice to Tenant given on or before September 30, 2008, to
declare the Conditional Provisions of this Amendment null and void ab initio,
whereupon the Original Lease shall continue in full force and effect unmodified by
the Conditional Provisions but modified by all provisions of this Amendment that are
not Conditional Provisions; provided, however, that in that case the provisions of
Section 2 of this Amendment relating to the Shaft Space shall be modified to add to
the Shaft Space comparable equipment shaft space on the third (3rd) floor
of the Building and to delete from the Shaft Space the equipment shaft space on the
eighth (8th) and ninth (9th) floors of the Building. Tenant
hereby confirms that Microsoft is not a Tenant Competitor for purposes of Section
25.25 of the Original Lease.





[SIGNATURE PAGE FOLLOWS.]




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     IN WITNESS WHEREOF, Landlord and Tenant have executed this
Amendment No. 1 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:	 	General Counsel - Commercial Lending	 	 




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