EXHIBIT 10.41
SECOND AMENDMENT TO LEASE
[CARRAMERICA REALTY, L.P./MUSICIAN'S FRIEND, INC.]
THIS AMENDMENT (THIS "AMENDMENT") IS ENTERED INTO AS OF THE 15TH DAY OF APRIL,
2003, 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 MUSICIAN'S FRIEND, INC., A DELAWARE CORPORATION ("TENANT"), WHOSE
ADDRESS IS 180 WEST ELECTION ROAD, SUITE 100, DRAPER, UTAH 84020.
FOR THE SUM OF TEN DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE CONSIDERATION,
THE RECEIPT AND SUFFICIENCY OF WHICH ARE ACKNOWLEDGED, LANDLORD AND TENANT AGREE
AS FOLLOWS:
1.
DEFINITIONS.
AS USED IN THIS
AMENDMENT, EACH OF THE FOLLOWING TERMS SHALL HAVE THE MEANING INDICATED:
1.1.
"LEASE" MEANS THE LEASE, DATED AUGUST 25,
1998, ENTERED INTO BETWEEN LANDLORD AND TENANT, AS PREVIOUSLY AMENDED BY THE
LETTER AGREEMENT, DATED OCTOBER 18, 2000.
1.2.
"NEW PREMISES" MEANS THE NEW PREMISES
DESCRIBED IN PARAGRAPH 4 OF THIS AMENDMENT.
1.3.
"OLD PREMISES" MEANS THE PREMISES COVERED BY
THE LEASE PRIOR TO THIS AMENDMENT.
1.4.
"RELOCATION DATE" MEANS, UNLESS OTHERWISE
AGREED IN WRITING BY LANDLORD AND TENANT, THE LATER OF (A) SEPTEMBER 26, 2003,
OR (B) THE DATE THAT IS TEN (10) CALENDAR DAYS AFTER LANDLORD GIVES TENANT
WRITTEN NOTICE THAT THE IMPROVEMENTS TO BE MADE BY LANDLORD PURSUANT TO
PARAGRAPH 6 OF THIS AMENDMENT ARE COMPLETED IN A GOOD AND WORKMANLIKE MANNER,
PROVIDED THAT ALL OF THE BUILDING SYSTEMS SERVING THE NEW PREMISES (SUCH AS REST
ROOMS, HVAC SYSTEMS, LIGHTING, ELEVATORS, IF ANY, DOORS, LOCKS AND OTHER SIMILAR
COMPONENTS) ARE IN GOOD WORKING CONDITION, AND THE NEW PREMISES ARE OTHERWISE
SUBSTANTIALLY IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE LEASE (AS
AMENDED BY THIS AMENDMENT).
2.
PURPOSE.
LANDLORD AND TENANT DESIRE TO
AMEND THE LEASE AS SET FORTH IN THIS AMENDMENT.
3.
VARIOUS DEFINITIONS.
AS OF THE
RELOCATION DATE, THE FOLLOWING TERMS SHALL HAVE THE INDICATED MEANINGS FOR ALL
PURPOSES OF THE LEASE: "PROJECT" MEANS THE BUILDING (THE "BUILDING") KNOWN AS
"BUILDING #15, WASATCH CORPORATE CENTER" AND THE LAND (THE "LAND") LOCATED AT
180 WEST ELECTION ROAD.
4.
SCHEDULE.
AS OF THE RELOCATION DATE,
ITEMS 2, 3, 4, 10 AND 12 OF THE SCHEDULE SET FORTH AT THE OUTSET OF THE LEASE
ARE DELETED IN THEIR ENTIRETY AND ARE REPLACED, RESPECTIVELY, WITH THE FOLLOWING
NEW ITEMS 2, 3, 4, 10 AND 12:
2.
PREMISES:
SUITE 100 CONSISTING OF
APPROXIMATELY 25,530 RENTABLE SQUARE FEET LOCATED ON THE FIRST FLOOR OF THE
BUILDING, AS DEPICTED ON THE ATTACHED APPENDIX A.
3.
RENTABLE SQUARE FEET OF THE PREMISES:
APPROXIMATELY 25,530 RENTABLE SQUARE FEET.
4.
TENANT'S PROPORTIONATE SHARE:
49.9315%
(BASED UPON A TOTAL OF APPROXIMATELY 51,130 RENTABLE SQUARE FEET IN THE
BUILDING).
10.
TERMINATION DATE:
DECEMBER 31, 2008.
12.
BASE RENT:
PERIOD
ANNUAL
BASE RENT
MONTHLY
BASE RENT
BASE RENT
PER RSF
RELOCATION DATE TO 12-31-03
$
302,460.00
$
25,205.00
N/A
1-1-04 TO 12-31-04
$
244,156.56
$
20,346.38
$
9.56
1-1-05 TO 12-31-05
$
253,602.60
$
21,133.55
$
9.93
1-1-06 TO 12-31-06
$
263,304.00
$
21,942.00
$
10.31
1-1-07 TO