EXHIBIT 10.18
FIFTH AMENDMENT TO LEASE
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THIS FIFTH AMENDMENT TO LEASE ("Amendment") is made and entered in to
this 24th day of August, 2005, by and between XXXXXXX XXXXX AND XXXXXX XXXXX,
("Lessor"), and MONTEREY GOURMET FOODS, INC., a Delaware corporation ("Lessee").
RECITALS
A. Lessee's predecessor and Lessor previously entered into that certain
Lease dated October 3, 1994, with its attached Addenda ("Addenda"), as amended
by a First Amendment to Lease dated February 1, 1995; Second Amendment to Lease
dated February 28, 1995; Third Amendment to Lease dated September 12, 1997; and
Fourth Amendment to Lease dated February 6, 1998 (collectively, the "Original
Lease"), setting forth the terms and conditions of the use and occupancy of the
"Premises" therein described.
B. Paragraph 3.1 of the Original Lease provided for a term of ten (10)
years ("Original Term"), which Original Term has since expired.
C. Paragraph 51 of the Addendum to Lease (attached to the Original
Lease as Exhibit 2), grants Lessee two successive ten year options to extend the
Original Term.
D. Lessee has exercised the first option term ("First Option Term") in
accordance with Paragraph 51 of the Addendum to Lease.
NOW, THEREFORE, in consideration of the foregoing Recitals and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lessor and Lessee hereby agree as follows:
AGREEMENT
1. Incorporation of Recitals: The above Recitals are true and correct and
are incorporated herein by this reference.
2. First Option Term Commencement Date: The First Option Term shall
commence, retroactively, on October 4, 2004.
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3. Base Rent: Paragraph 4.1 of the Original Lease is modified as follows:
Effective as of the First Option Term Commencement Date, Base Rent for the First
Option Term shall be $0.87 per square foot, in accordance with the Appraisal.
The square footage of the building being leased is 45,501. Operating Expense
charges are additionally payable monthly along with a management fee equal to 3%
of the base rent.
4. Mutual Acknowledgement of Non-Default: Lessor and Lessee each
acknowledge, as of the date of execution of this Fifth Amendment and letter of
agreement dated August 11, 2005, that neither party is in default under the
Original Lease. Additionally, each party hereby expressly waives any and all
prior defaults which could have been prosecuted or asserted against the other,
and each party agrees to release and hold each other harmless for any and all
such claims, except with respect to any defaults arising under this Fifth
Amendment or events that occur after execution of this 5th amendment.
5. No Other Changes: Except as hereinabove described, the Original Lease
is and shall remain in full force and effect without modification. Any and all
references to the "Lease" shall be deemed to refer to the Original Lease as
amended and as modified by this Fifth Amendment.
6. Fax Signatures; Counterparts: This Amendment may be signed in
counterpart. Faxed signatures shall be effective and deemed to have the same
validity as original signatures.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
LESSOR:
/s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx
LESSEE:
MONTEREY GOURMET FOODS, INC., a Delaware corporation
By: /s/ XXXXX X. XXXXXXXX
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Title: President
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