EXHIBIT 10.1
SECOND ADDENDUM TO LEASE
This Second Addendum to Lease ("Addendum") is made effective as of the
1st day of June 2004, by and between XXXXXX XXXXXXXX PROPERTIES, INC., a Georgia
Corporation ("Landlord"), POTTERY BARN, INC., a California Corporation
("Tenant") and XXXXXXXX-SONOMA, INC., a California Corporation ("Guarantor").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into that certain Standard
Industrial Lease Agreement dated December 1, 2003, for lease of property located
at 00000 Xxxxx Xxxxxxxxxxxx Xxxx Xxxxx Xxxxxx, XX ("Premises") as more
particularly described in the Lease, and that certain First Amendment to Lease
dated as of February 27, 2004, (said lease, as amended, is referred to herein as
the "Lease"); and
WHEREAS, in conjunction with the execution and as part of the
consideration for Landlord entering into the Lease, Guarantor executed a
Guaranty dated as of December 1, 2003 ("Guaranty"); and
WHEREAS, the parties desire to modify certain terms of the Lease.
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. In accordance with the terms of Paragraph 6 of the Lease,
Landlord has caused a registered surveyor to measure the
actual square footage of the building on the Premises. The
measurement reflects a total square footage in the Cell One
Premises and the Cell Two Premises of 780,218 square feet. The
parties agree that the portion of the building on the Cell One
Premises contains 416,000 square feet and that the portion of
the building on the Cell Two Premises contains 364,218 square
feet. Accordingly, the Cell Two Rent shall be adjusted to
reflect the actual square footage.
2. Time is of the essence as to all obligations of Landlord,
Tenant and Guarantor hereunder. Landlord, Tenant and Guarantor
hereby ratify and confirm the Lease, as amended hereby. All
terms not otherwise defined herein shall have the meanings
ascribed thereto in the Lease. This Addendum may be executed
in two (2) or more counterparts, each of which shall be one
and the same instrument and a duplicate original. Return of an
executed copy of this Addendum by facsimile transmission shall
bind the party so executing and returning such counterpart.
Each party represents to the other that the person executing
this Addendum on its behalf is authorized to do so by all
required corporate, partnership or limited liability company
action, as appropriate.
SIGNATURE CONTAINED ON FOLLOWING PAGES
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals, effective the day and year first above written.
XXXXXX XXXXXXXX PROPERTIES, INC.,
a Georgia Corporation
By: /s/ Xxxx X. Xxxxx
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Witness Its: Vice President
(CORP. SEAL)
POTTERY BARN, INC.,
a Delaware Corporation
By: /s/ Xxx Xxxxxxxx
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Witness Its: Executive Vice President
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(CORP. SEAL)
The undersigned executes this Second Addendum to Lease for the purpose of
consenting to its terms and agreeing that its obligations under that certain
Guaranty dated December 1, 2003, shall continue to apply to the Lease, as
previously modified and as amended by this Second Addendum.
Guarantor:
XXXXXXXX-SONOMA, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Printed Name: Xxxxxx X. Xxxxxxx
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Its: Chief Executive Officer
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