Exhibit 10.7
September 11, 2003
Mr. E.G. Xxx Xxxxxxx
Xxxxx Nurseries, Inc.
00000 Xxxxxxx Xxxx
Xxxxxx, XX 00000-00000
Dear Bud:
Subject to your agreement as provided below, this letter shall
constitute the approval by The Irvine Company ("IRVINE"), as Landlord under the
Amended and Restated Ground Lease dated September 1, 1996, as amended (the
"LEASE"), of the sublease by Xxxxx Nurseries Inc. ("XXXXX") to B&E Farms, a
California corporation ("B&E") of the "63 Acre Parcel" (as described in Addendum
No. 3 to Amended and Restated Ground Lease dated May 19, 2003 ("ADDENDUM NO.
3")) for the period from July 1, 2003 through June 30, 2005. This approval is
subject to the following terms and conditions:
1. The 63 Acre Parcel shall be considered to have been added to the
leased premises under the Lease effective as of July 1, 2003, and for purposes
of Xxxxxxxx Xx. 0, X&X shall be deemed to have vacated the 63 Acre Parcel as a
lessee of Irvine on June 30, 2003, and to have reoccupied the 63 Acre Parcel on
July 1, 2003 as a sublessee of Xxxxx. Xxxxx and Irvine agree that the conditions
to the effectiveness of the addition of the 63 Acre Parcel to the leased
premises under the Lease, as stated in Addendum No. 3, shall be deemed to have
been satisfied and that Irvine shall have no obligation whatsoever regarding the
vacation by B&E of the 63 Acre Parcel.
2. All *** received by Xxxxx or any affiliate of Xxxxx as a result of
or arising from the sublease to B&E shall be considered *** derived by Xxxxx
from business conducted on the leased premises by Xxxxx, and shall be included
in the base upon which Xxxxx pays Percentage Rental. Minimum Annual Rent and
Percentage Rental shall not otherwise be changed by reason of such sublease.
Irvine waives, with regard to the B&E sublease consented to above, any right to
a transfer fee under Section 13.3 of the General Conditions to the Lease.
3. For purposes only of the sublease to B&E approved above, the farming
use to which the 63 Acre Parcel was put by B&E prior to June 30, 2003, shall be
considered an approved use of the 63 Acre Parcel under the Lease.
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*** Information omitted and filed separately with the Commision for
confidential treatment.
Mr. E.G. Xxx Xxxxxxx
September 11, 2003
Page 2
If you are in agreement with the provisions of this letter, please
execute as shown below and return a copy of this letter, so executed, to me.
Once executed by both parties, this letter shall constitute an amendment to the
Lease. Thank you, Bud, for your cooperation. If you have any questions
concerning the content of this letter, please do not hesitate to call.
Sincerely,
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Vice President
Agriculture Operations
cc: Xxx Xxxxxxx
Xxxx Xxxxxxxxx
Xxxx Xxxx
AGREED AND ACCEPTED THIS 18th DAY OF September, 2003
XXXXX NURSERIES, INC.,
a Delaware corporation
By:/S/ E.G. XXX XXXXXXX
---------------------------------
E.G. XXX XXXXXXX, Vice President
Date: 9/18/03
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