exv10w1






Exhibit 10.1




AMENDMENT
NO. 3 TO LEASE




     THIS AMENDMENT
No. 3 TO LEASE (this “Amendment”) is made as of the 8 day of April, 2010
(“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 and Amendment No. 2 to Lease dated as of
February 17, 2009 (as amended, the
“Lease”) with respect to One Hundred and Thirty Four Thousand Seven Hundred Nine-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; and



     WHEREAS, Tenant has elected to construct the Terrace as defined in the lease and in connection
therewith amend the 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 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.	 	Terrace Door. In connection with construction of the Terrace, Tenant,
at its sole cost and expense, shall install a door from the Premises to the Terrace.
The plans and specifications shall be approved prior to construction by Landlord in its
sole discretion and shall comply with all Legal Requirements. If installation of the
door involves or affects any base building systems, then Landlord’s contractors will
be used to perform such work to ensure that warranties are maintained. At the end of
the Lease Term, at Owner’s option, Tenant shall remove the door and restore the base
building wall, on the exterior and interior, to its original condition.
	 
	 	3.	 	Ratification. Except as otherwise expressly modified by the terms of
this Amendment, the Lease shall remain unchanged and continue in full force and




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	 	 	 	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 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.





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]








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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No. 3 to Lease as
of the date and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	LANDLORD:
	 
	 	 	 	 	 	 	 	 
	 	 	WISCONSIN PLACE OFFICE LLC,

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Wisconsin Place Office Manager LLC,

a Delaware limited liability company, its Manager
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	By:	 	/s/ Peter D. Johnston          [SEAL]
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	PETER D. JOHNSTON
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	SENIOR VICE PRESIDENT
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TENANT:
	 
	 	 	 	 	 	 	 	 
	 	 	CAPITALSOURCE FINANCE
LLC,

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	By:	 	/s/ Chris Woods          [SEAL]
	 	 	 	 	 
	 	 	 	 	Name:	 	CHRIS WOODS
	 	 	 	 	 	 	 
	 	 	 	 	Title:	 	CTO
	Jacqueline C. Vernon 
	 	 	 	 	 	 






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