eTrade 2000 Annual Report Download - page 166

c. Amount of Draw on Letter of Credit . Upon the occurrence of a default by Tenant under this Letter Agreement, Landlord shall be
entitled to obtain payment under the LC, in such amount as may be required to satisfy Tenant’ s outstanding obligations under this
Letter Agreement and shall apply such amount to said obligations. Specifically, Landlord shall be entitled to obtain partial draws
pursuant to the LC in the amounts that Tenant is in default.
d. Manner of Presentment . Landlord is authorized to draw, for the account of Tenant, the amounts allowable pursuant to this Section 3
by a draft, which shall be payable at sight, accompanied by a statement signed by Landlord that (a) Landlord is entitled to draw on the
amount set forth in said draft pursuant to this Letter Agreement, or (b) Landlord is entitled to draw on the full amount of the LC as a
result of a failure by Tenant to renew, extend or replace the LC pursuant to the terms of this Letter Agreement. Payment of the draft
shall be made in the manner agreed upon by the issuing bank, but Tenant hereby consents to such payment in the manner as Landlord
may designate in the draft.
e. Return of Additional Deposit . Provided and on the condition that Tenant has performed all of Tenant’ s Modification Work,
Landlord shall return the Additional Deposit to Tenant within ninety (90) days after the expiration or earlier termination of the Lease.
If Landlord sells or otherwise transfers Landlord’ s rights or interest under the Lease, Landlord shall deliver the Additional Deposit to
the transferee whereupon Landlord shall be released from any further liability to Tenant with respect to the Additional Deposit.
4. Failure to Timely Perform the Modification Work . If Tenant fails to deliver to Landlord the Modification Work Plans, commence
construction of the Modification Work or complete the Modification Work within the time periods or by the dates required pursuant to
Section 2 above, then Landlord, by written notice to Tenant, may, but shall not be obligated to, either (i) perform the Modification
Work and apply the Additional Deposit toward the cost of performing the Modification Work or (ii) elect not to perform the
Modification Work and retain for Landlord’ s account all or a portion of the Additional Deposit in an amount equal to the estimated
cost of performing the Modification Work, as reasonably determined by Landlord. If the cost of completing the Modification Work
exceeds the amount of the Additional Deposit, Tenant shall pay such excess amount to Landlord within ten (10) days after La ndlord’ s
written request therefor.
5. Landlord’ s Election . Notwithstanding anything to the contrary contained in this Letter Agreement, Landlord may elect for Tenant
not to perform the Modification Work by written notice to Tenant not later than (i) one hundred eighty (180) days prior to the
expiration of the Term or (ii) if the Lease is terminated prior to the expiration of the Term, within ten (10) days after the termination of
the Lease. If Landlord elects for Tenant not to perform the Modification Work, Landlord shall return the Additional Deposit to Tenant.
6. Tenant Improvement Allowance .
a. Basic Lease Information . The provisions titled “Additional Allowance” and “ Adjustment for Overage” under the heading “Tenant
Improvements” in the Basic Lease Information are hereby deleted.
b. Section 4.1 of Work Letter . The first sentence of Section 4.1 of the Work Letter attached as Exhibit C to the Lease is hereby
deleted and replaced by the following:
“Landlord shall pay to Tenant upon the terms and conditions set forth in this Section 4 the amount of Two Hundred
Thirty-One Thousand Two Hundred Seventy-Five Dollars ($231,275.00) as a tenant improvement allowance (the
“Tenant Improvement Allowance”) toward the cost of designing, constructing and installing the Tenant
Improvements in the Building.”
c. Section 4.2 of Work Letter . Section 4.2 of the Work Letter is hereby deleted in its entirety.
7. Commencement of Tenant Improvement Work . The date in Section 3.4.6 of the Work Letter shall be changed to February 1, 1999.
E*Trade Group, Inc. January 18, 1999
Attn: Mr. Robert Clegg Page 3
8. Condition Precedent . The effectiveness of this Letter Agreement and the obligations of Landlord and Tenant hereunder are
conditioned upon the execution by Landlord and Tenant of a separate letter agreement of even date herewith amending that certain
Menlo Oaks Corporate Center Standard Business Lease (4500 Bohannon Drive) dated as of August 18, 1998, by and between
Landlord, as landlord, and Tenant, as tenant.
9. Counterparts . This Letter Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an
original as against any party whose signature appears thereon, and all of which shall constitute one (1) and the same instrument. This
2002. EDGAR Online, Inc.