exv10wnw2



 






Exhibit 10-n.2




SEVENTH AMENDMENT TO COMMERCIAL LEASE




[CarrAmerica Realty, L.P./Advanta Bank Corp.]




     THIS SEVENTH AMENDMENT (this “Amendment”) is entered into as of the 25th day
of January, 2005, between CARRAMERICA REALTY, L.P., a Delaware limited partnership
(“Landlord”), whose address is 1850 K Street, N.W., Suite 500, Washington, D.C. 20006, and
ADVANTA BANK CORP., a Utah corporation, formerly known as Advanta Financial Corp.
(“Tenant”), whose address is 11850 South Election Road, Draper, Utah 84020. (Landlord and
Tenant are referred to in this Amendment collectively as the “Parties,” and individually as
a “Party.”)



     FOR THE SUM OF TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Parties agree as follows:



     1. Definitions. As used in this Amendment, each of the following terms shall have the
indicated meaning, and any capitalized term that is used but not defined in this Amendment shall
have the meaning set forth in the Lease (as defined below in this Paragraph 1):



          1.1. “Final Expansion Date” means April 1, 2005.



          1.2. “Lease” means the Commercial Lease, dated September 28, 1995, as previously
amended by the First Amendment to Lease, dated February 13, 1996, the Second Amendment to Lease,
dated May 20, 1996, the Third Amendment to Commercial Lease, dated October 27, 2000, the Fourth
Amendment to Commercial Lease, dated May 3, 2001, the Fifth Amendment to Commercial Lease, dated
February 28, 2002, and the Sixth Amendment to Commercial Lease (the “Sixth Amendment”),
dated December 9, 2004, all entered into between Landlord or its predecessor in interest, Draper
Park North, L.C., a Utah limited liability company, as landlord, and Tenant, as tenant.



          1.3. “Previous Space” means the space covered by the Lease prior to this Amendment
(comprised of both the “Existing Space” and the “Additional Space” identified in the Sixth
Amendment), consisting of approximately 56,360 rentable square feet, plus any additional square
footage added by the expansion of the exercise facility pursuant to Paragraph 6 of this
Amendment.



          1.4. “Remaining Space” means the additional space located on the second floor of the
Building being added to the Previous Space by this Amendment, shown on the attached Exhibit
A, consisting of approximately 15,878 rentable square feet, minus any square footage added to
the Previous Space, as set forth in Paragraph 1.3 of this Amendment.



     2. Purpose. The Parties desire to expand the Previous Space to add the Remaining
Space, in accordance with the terms and conditions of this Amendment.



 









 





     3. Premises. As of the Final Expansion Date, the Remaining Space shall be added to the
Previous Space. As of the later of (a) the Final Expansion Date, and (b) the date on which all of
the Additional Space is Delivered to Tenant (as those terms are defined in the Sixth Amendment),
the “Premises” shall mean and consist of approximately 72,238 rentable square feet in the
aggregate.



     4. Base Rent.



          4.1. Previous Space—Prior to May 1, 2005. Tenant shall pay to Landlord Base Rent on
the Previous Space in accordance with the Lease, without reference to this Amendment, for the
period expiring on April 30, 2005.



          4.2. Remaining Space—Prior to May 1, 2005. Tenant shall pay to Landlord Base Rent on
the Remaining Space at the rate of $15.95 per rentable square foot for the period commencing on the
Final Expansion Date and expiring on April 30, 2005.



          4.3. Premises—On and after May 1, 2005. Tenant shall pay to Landlord Base Rent on the
Premises (comprised of both the Previous Space and the Remaining Space) on and after May 1, 2005 in
accordance with the following schedule:



	 	 	 	 	 	 	 
	Dates	 	Annual Rent	 	Monthly Rent	 	Annual Rent Per RSF
	5-01-05 to 4-30-06
	 	$1,152,196.08	 	$96,016.34	 	$15.95
	5-01-06 to 4-30-07
	 	$1,186,870.32	 	$98,905.86	 	$16.43
	5-01-07 to 4-30-08
	 	$1,222,266.96	 	$101,855.58	 	$16.92
	5-01-08 to 4-30-09
	 	$1,259,108.40	 	$104,925.70	 	$17.43
	5-01-09 to 4-30-10
	 	$1,296,672.12	 	$108,056.01	 	$17.95






     5. Operating Expenses. Operating Expenses for the Remaining Space shall be handled in
the same manner as those for the Additional Space, as set forth in Paragraph 6 of the Sixth
Amendment.



     6. Tenant Improvements. Landlord shall, as soon as reasonably practicable, at its sole
cost and expense, expand the size of the exercise facility identified in the Sixth Amendment by an
amount determined by Tenant, up to an additional 400 square feet. At Tenant’s request made within
fifteen (15) days after the date of this Amendment, Landlord shall, at Tenant’s sole cost and
expense, expand the size of such exercise facility beyond such additional 400 square feet. In
addition, Landlord shall contribute up to One Hundred Fifty-Eight Thousand Seven Hundred Eighty
Dollars ($158,780) (the “Landlord’s Contribution”) toward improvements to the



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Premises made by Tenant in accordance with Article 8 of the Lease during the period
commencing on the date of this Amendment and expiring on the expiration or sooner termination of
the Term. The Landlord’s Contribution shall be made by Landlord to Tenant within ten (10) days
after receipt by Landlord of third-party invoices for completed work. The Landlord’s Contribution
is in addition to, and not in any manner in derogation of, the tenant improvement obligations of
Landlord set forth in Paragraph 7 of the Sixth Amendment.



     7. Parking Stalls. In complete satisfaction of Tenant’s parking rights set forth in
the Lease, commencing on the Final Expansion Date, Tenant shall be entitled to the exclusive use of
the four hundred nineteen (419) parking stalls in the parking lots and parking structure (upper and
lower levels) adjacent to the Building, comprising one hundred percent (100%) of all parking stalls
serving the Building. Tenant may, at its sole cost and expense, subject to reimbursement as part
of the Landlord’s Contribution, install a security gate at the entrance to the lower level of such
parking structure, which may be linked to Tenant’s security system, provided that Tenant first
obtains Landlord’s written approval of the size, color and style of such security gate.



     8. Options to Extend. The options to extend set forth in the Sixth Amendment shall
apply to the entire Premises, comprised of the Previous Space and the Remaining Space.



     9. Security Station. Notwithstanding Paragraph 11 of the Sixth Amendment to the
contrary, Tenant may, at its option, leave its security station in its current location.



     10. General Provisions. In the event of any conflict between the provisions of the
Lease and the provisions of this Amendment, the provisions of this Amendment shall control. As
modified by this Amendment, the Lease and all of Tenant’s obligations under the Lease are ratified
and affirmed in their entirety. This Amendment shall inure to the benefit of, and be binding on,
the Parties and their respective successors and assigns. This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws (excluding the choice of laws rules) of the
state of Utah. This Amendment may be executed in one document or in any number of duplicate
originals or counterparts, each of which when so executed shall constitute in the aggregate but one
and the same document, and shall be binding after each Party has signed this Amendment and Advanta
Corp. has signed the attached Consent and Confirmation of Guarantor, and each Party has received a
fully executed copy of this Amendment and such attachment. Each individual executing this
Amendment represents and warrants that such individual has been duly authorized to execute and
deliver this Amendment in the capacity and for the entity set forth where such individual signs.
Each exhibit referred to in, and attached to, this Amendment is an integral part of this Amendment
and is incorporated in this Amendment by this reference.



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     THE PARTIES have executed this Amendment on the respective dates set forth below, to be
effective as of the date first set forth above.



	 	 	 	 	 
	 	 	LANDLORD:
	 
	 	 	 	 
	 	 	CARRAMERICA REALTY, L.P.,
	 	 	a Delaware limited partnership,
	 	 	by its general partner:
	 
	 	 	 	 
	 	 	CARRAMERICA REALTY GP HOLDINGS, LLC,
	 	 	a Delaware limited liability company,
	 	 	by its sole member:
	 
	 	 	 	 
	 	 	CARRAMERICA REALTY OPERATING
	 	 	PARTNERSHIP, L.P.,
	 	 	a Delaware limited partnership,
	 	 	by its general partner:
	 
	 	 	 	 
	 	 	CARRAMERICA REALTY CORPORATION,
	 	 	a Maryland corporation
	 
	 	 	 	 
	

	 	By
	 	      /s/
	

	 	 	 	 
	

	 	Its
	 	      Vice President
	

	 	 	 	 
	

	 	Date
	 	      2/2/05
	

	 	 	 	 
	 
	 	 	 	 
	 	 	TENANT:
	 
	 	 	 	 
	 	 	ADVANTA BANK CORP.
	 
	 	 	 	 
	

	 	By
	 	      /s/ John F. Moore
	

	 	 	 	 
	

	 	Its
	 	      President
	

	 	 	 	 
	

	 	Date
	 	      1/28/05
	

	 	 	 	 






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EXHIBIT A




to




SEVENTH AMENDMENT TO COMMERCIAL LEASE





 




REMAINING SPACE




     The Remaining Space referred to in the foregoing instrument is shown on the attachment.



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CONSENT AND CONFIRMATION OF GUARANTOR




     THE UNDERSIGNED, ADVANTA CORP., a Delaware corporation, the guarantor of the Lease identified
in the foregoing Seventh Amendment to Commercial Lease, (i) consents to such amendment, (ii) agrees
that the undersigned’s guaranty of the Lease is in full force and effect and will continue to apply
to the Lease, as amended by the foregoing amendment, or as otherwise amended on or after the date
of this instrument, and (iii) agrees that the undersigned has no defenses to the enforcement of
such guaranty, which is and shall continue to be enforceable in accordance with its terms.



     DATED:  January 27, 2005



	 	 	 	 	 
	 	 	ADVANTA CORP.
	 
	 	 	 	 
	

	 	By
	 	   /s/ Marcia M. Wilf
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Its
	 	   Vice President
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Date
	 	   1/27/05
	

	 	 	 	 







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