EXHIBIT 10.9
FIRST AMENDMENT TO LEASE AGREEMENT
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For "Parcels 1 and 2"
(January 24, 1989)
The following FIRST AMENDMENT TO LEASE OF JANUARY 24, 1989 ENTITLED "LEASE
AGREEMENT, PARCELS 1 AND 2" (the "Subdivided Lease" herein) is made and entered
into in duplicate as of the 28th day of December, 1990, pursuant to a minute
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order adopted by the City Council of the City of Long Beach on the 21st day of
August, 1990, by and between CITY OF LONG BEACH, a municipal corporation,
hereinafter referred to as "LANDLORD", and XXXXXX LONG BEACH ASSOCIATES, a
California limited partnership, hereinafter referred to as "DEVELOPER".
WHEREAS, on July 17, 1985, a Lease (the "All-Inclusive Lease" herein) was
entered into between the Landlord and Developer; and
WHEREAS, on July 22, 1988, a Parcel Map No. 16960, in Book 208, Pgs. 92
through 100 of Parcel Maps was recorded in the Office of the County Recorder of
Los Angeles County, State of California. This Parcel Map included the real
property demised by the All-Inclusive Lease and its amendments; and other real
property (Parcel 8); and
WHEREAS, on January 24, 1989 the All-Inclusive Lease was amended and
subdivided by a First Amendment to Lease in accordance with Section 7.6 of said
Lease between Landlord and Developer in order to develop Parcels 1 and 2 between
the Landlord and Developer; and
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WHEREAS, the parties hereto now desire to amend the Subdivided Lease
for Parcels 1 and 2, in order to recognize and clarify certain issues arising
out of a Development Agreement entered into between the Parties in September
1990;
NOW, THEREFORE, the Subdivided Lease between the parties hereto is
hereby amended to read in its entirety as follows:
1. Paragraph 3.12 is hereby added to the Subdivided Lease to read in
its entirety as follows:
3.12 Effect of Paragraph 4.01B of Development Agreement on Paragraph
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3.8 of this Lease.
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On December 5, 1990, City and Xxxxxx Long Beach Associates ("Developer"
herein) entered into a Development Agreement relating, among other things, to
Leased Parcels 1-6 as shown on Exhibit "A" of this Amendment. As to such
parcels, the costs incurred by Developer or any of its successors or assigns
pursuant to that Development Agreement, including but not limited to assessments
or payments made in connection with implementation of the Long Beach Airport
Traffic Mitigation Program as defined in the Development Agreement, may, if and
as otherwise eligible under this Lease, be considered or construed to be costs
of items in Subsections 3.11.1, 3.11.2 and 3.11.3 of the All-Inclusive Lease for
the purposes of a credit against future rental increases under its terms, and
Developer shall thereupon receive any such credit for benefit assessments
levied or payments made as a direct result
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of the Development Agreement against improvements on said Parcels 1-6 under this
Lease provided that:
(1) No such credit shall be granted except as a result of any assessment
levied or payments made which are attributable to improvements which have been
actually constructed on or permitted for construction on said Parcels 1-6 and,
as to such, only on improvements on said Parcels not exceeding a cumulative
total of 1,085,023 square feet of gross usable floor area; and
(2) Developer shall not be eligible for any credit or interest, and no
such credit or interest shall accrue, unless and until Developer has first
actually paid a total of TWO MILLION DOLLARS ($2,000,000) in eligible costs
under Subsections 3.11.1, 3.11.2 and 3.11.3 of the All-Inclusive Lease; and
(3) Interest shall only be calculated and credited or accrued as to
payments made and assessments levied and paid which are attributable to
improvements which have been actually constructed on or permitted for
construction on Parcels 1-6 at the time Developer becomes eligible for credit
under Subsection 3.12(2) hereinabove and then only to the extent that such
amounts are not credited against future rental increases within thirty (30) days
of their payment by Developer. Such interest shall be paid at the average of the
prime interest rates quoted monthly by Security
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Pacific National Bank or its successor bank during the term that said interest
is accrued to the date credited; and
(4) Developer shall not be eligible for any credit or interest under the
terms of Subsections 3.11.1, 3.11.2 and 3.11.3 of the All-Inclusive Lease for
assessments against or payments made relating to any other property wherever
located other than the above-mentioned Parcels 1-6.
(5) As used in this Section 3.12, "gross usable floor area" means gross
floor area minus the primary entrance lobby to a building, utility and elevator
cores, stairwells and bathrooms.
2. In the event the Development Agreement alluded to in Paragraph 1 of
this Amendment has not been executed by the parties on or before January 1,
1991, this Amendment shall be deemed null and void and of no further force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed in duplicate with all the formalities required by law and the
respective dates set forth
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opposite their signatures.
CITY OF LONG BEACH, a municipal
corporation
December 28, 1990 By /s/ Xxxxx X. Mankla
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City Manager
LANDLORD
XXXXXX LONG BEACH ASSOCIATES, a
California limited partnership
By: XXXXXX INDUSTRIES, General
Partner
December 21, 1990 By /s/ Xxxx X. Xxxxxx, Xx.
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Xxxx X. Xxxxxx, Xx., President
DEVELOPER
The foregoing FIRST AMENDMENT TO LEASE is hereby approved as to form this
26th day of December, 1990.
XXXX X. XXXXXXX, City Attorney
By /s/ Signature
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Deputy
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DEVELOPER'S ACKNOWLEDGMENT
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STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On December 21, 1990, before me, the undersigned, a Notary Public in and
for said State, personally appeared Xxxx X. Xxxxxx, Xx. personally known to me
or proved to me on the basis of satisfactory evidence to be the person who
executed this instrument as President of Xxxxxx Industries, the corporation that
executed this instrument as the general partner of Xxxxxx Long Beach Associates,
a California Limited Partnership, the partnership that executed the within
instrument, and acknowledged to me that such corporation executed the same as
such partner and that said partnership executed the same.
WITNESS my hand and official seal.
/s/ Xxxx Xxxxx
[SEAL APPEARS HERE] -----------------------------
Notary Public in and for said
County and State
AMENDMENT TO LEASE
EXHIBIT "A"
CITY OF LONG BEACH
COUNTY OF LOS ANGELES
STATE OF CALIFORNIA
[MAP APPEARS HERE]
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