EXHIBIT 10J
A standard form of Lease Agreement, dated October 22, 1986 between Xxxx
Xxxxx, Inc. (or a wholly owned subsidiary) and Real Estate Properties Limited
Partnership (REP) (formerly Xxxx Xxxxx Real Estate Properties, Ltd.) under which
28 stores and other locations are subleased by the Company (or a wholly owned
subsidiary) from REP at the date hereof. Each individual Lease Agreement
contains nonstandard provisions. See Appendices and certain supplemental
appendices containing nonstandard provisions described below which were previous
filed. Certain lease modifications are submitted herewith.
Appendix of
Nonstandard
No.** Location Provisions
----- -------- ----------
1 Anchorage Appendix 10J (1)*
0 Xxxxxxxx Xxxxxxxx 00X (2)
3 Burien Appendix 10J (3)*
0 Xxxxxxxxx Xxxxxxxx 00X (5)*
0 Xxxxxxxxx Xxxxxxxx 00X (6)*
0 Xxxxxxxxx Xxxxxxxx 00X (8)*
9 Parking Lot Appendix 10J (9)
00 Xxxxxx Xxxxxxxx 10J (11)
00 Xxxxxxxxx Xxxxxxxx 00X (12)
00 Xxxxxxx Xxxxxxxx 00X (13)
00 Xxxxxxxxx Xxxxxxxx 00X (14)
00 Xxxxx Xxxx Xxxxxxxx 00X (15)
00 Xxxxxxxxxx Xxxxxxxx 10J (17)
19 Lake City Appendix 10J (19)
00 Xxx Xxxxx Xxxxxxxx 00X (23)
00 Xxxxxxxxx Xxxxxxxx 00X (24)
25 Photo Plant Appendix 10J (25)
00 Xxxxxxx Xxxxx Xxxxxxxx 00X (27)
00 Xxxxxxxx Xxxxxxxx 00X (28)
00 Xxxxx & Xxxxx Xxxxxxxx 00X (30)
00 Xxxxxxxxx Xxxxxxxx 10J (31)
00 Xxxxxxx Xxxxxxx Xxxxxxxx 00X (32)
33 Spokane Sprague Appendix 10J (33)
00 Xxxxxxx Xxxxxxxx 10J (34)
35 Xxxxx Appendix 10J (35)*
36 Swan Island Appendix 10J (36)
37 Tigard Appendix 10J (37)
00 Xxxxx Xxxx Xxxxxxxx 00X (38)
39 White Center Appendix 10J (39)
-----------
* Certain lease modifications submitted herewith.
** Lease numbers relate to numbers assigned to original exhibit filing for
standard form of Lease Agreement.
APPENDIX 10J(1)
ANCHORAGE
RECORDING REQUESTED
BY AND WHEN RECORDED
RETURN TO:
XXXX XXXXX, INC.
X.X. Xxx 00000
Xxxxxxxx, Xxxxxx 00000
Attn: Corporate Legal Department (Real Estate)
--------------------------------------------------------------------------------
LEASE AMENDMENT XX. 0
(XX - Xxxxxxxx Xxxxxx Xxxxxxxxx Store, Anchorage, Alaska
THIS LEASE AMENDMENT NO. 2 (the "Amendment") is made as of December 16,
1996, by and between REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, successor to
XXXX XXXXX REAL ESTATE PROPERTIES, LTD., whose address is Suite 300, 00000 XX
Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 ("Landlord"), and XXXX XXXXX OF ALASKA,
INC., an Alaska corporation, whose address is X.X. Xxx 00000, Xxxxxxxx, Xxxxxx
00000-0000 (Street address 0000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxx 97202)
("Tenant").
R E C I T A L S
A. By a certain Lease dated October 22, 1986, as amended by an agreement
dated February 7, 1992 (as so amended, the "Lease"), Landlord leased to Tenant
certain land, described on Exhibit A, and the related improvements described in
the Lease (the "Premises"). Capitalized terms not otherwise defined herein have
the meanings set forth in the Lease.
B. The Lease currently provides for a Primary Term that ends on September
30, 2015. The Lease does not presently provide for any Renewal Terms.
C. The parties desire to modify certain terms of the Lease, as set forth in
this Agreement.
A G R E E M E N T
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Renewal Term. Landlord agrees that Tenant shall have the right to one
Renewal Term of ten (10) years, which shall be exercised in the manner and
subject to the conditions set forth in Section 3.2 of the Lease; provided,
however, that the "Fixed Rent" during the additional Renewal Terms provided in
this Amendment shall be the greater of (1) the fair market rental value for the
Premises (including buildings), or (2) the total of rent owing under Landlord's
existing underlying ground lease for the property between Landlord and Xxxxxx
Xxxxxxx, as trustee under a Declaration of Trust dated October 31, 1986 (the
"Ground
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
Lease") and the rent owing under Landlord's existing underlying improvements
sublease for the Property between Xxxx X. Xxxxx and Xxx X. Xxxxx, Tenants in
Common, as Sublessor and Landlord as sublessee (the "Improvements Lease"),
including any percentage rent and/or stipulated step increases. The procedure
for determining fair market rental value for the Premises hereunder shall be the
same as the procedure for determining the fair market rental value of the ground
under the Ground Lease.
2. Continuing Agreement. This Amendment amends and supplements the Lease
and the terms of this Amendment are hereby incorporated into the Lease. Except
as expressly amended or supplemented by this Amendment, the Lease is and shall
remain in full force and effect according to its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first hereinabove set forth.
LANDLORD: REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, an
Oregon limited partnership, by FMGP Associates, an
Oregon limited partnership, its general partner,
by FMGP Incorporated, a Delaware corporation,
its general partner
By: XXXXX X. XXXXX
-----------------------------------------------
Title: Vice President
--------------------------------------------
Date Executed: 12/13/96
----------------------------------------------
TENANT: XXXX XXXXX OF ALASKA, INC., an Alaska corporation
By: XXXXX X. XXXXXX
-----------------------------------------------
Xxxxx X. Xxxxxx, Senior Vice President
Date Executed:
----------------------------------------------
STATE OF OREGON )
) ss.
COUNTY OF MULTNOMAH )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxxx, as Vice President of XXXX XXXXX OF ALASKA, INC., an Alaska
corporation, on behalf of the corporation.
XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 5/4/98
------------------
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-2-
STATE OF OREGON )
) ss.
COUNTY OF Multnomah )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxx, as Vice President of FMGP Incorporated, a Delaware
corporation, the general partner of FMGP Associates, an Oregon limited
partnership, the general partner of REAL ESTATE PROPERTIES LIMITED PARTNERSHIP,
an Oregon limited partnership, on behalf of the corporation in such capacity.
(NOTARIAL SEAL) XXXXXX X. XXXXXXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 6/8/99
------------------
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-3-
Exhibit A
ANCHORAGE
Real property situated in the Anchorage Precinct, Third Judicial District, State
of Alaska, more particularly described as follows:
The North one-half (N 1/2) of the Northwest one-quarter (NW 1/4) of the
Northwest one-quarter (NW 1/4) of Section 29, Township 13 North (T 13 N) Range 3
West (R 3 W), Xxxxxx Meridian (S. M.), in the Anchorage Recording District,
Third District, State of Alaska, EXCEPTING THEREFROM the East 330 feet, and
further excepting therefrom that portion described as follows:
Beginning at a point bearing South 84 degrees 48'20" East a distance of 331.4
feet from the Northwest corner of Section 29, T 13 N, R 3 W; thence South a
distance of 20.0 feet; thence West a distance of 214.9 feet; thence South
34 degrees 56' West a distance of 61.1 feet; thence South 0 degrees 08' East a
distance of 560.0 feet; thence South 89 degrees 52' West a distance of 50.00
feet; thence North 0 degrees 08' West a distance of 607.9 feet; thence along a
260 degrees 27'16" curve to the right (radius = 22.0 feet) through an arc of
90 degrees 08' a distance of 34.6 feet; thence East a distance of 277.9 feet to
the point of beginning, and
ALSO EXCEPTING THEREFROM the property conveyed to the State of Alaska by
Quitclaim Deed dated October 29, 1965, and recorded December 7, 1965 in book 316
at page 136, described as follows:
Beginning at a point on the Southerly line of the N 1/2 of the NW 1/4 of the NW
1/4 of Section 00, X 00 X, X 0 X, X. M., said point bears South 7 degrees 02'40"
East a distance of 664.8 feet from the Northwest corner of said Section 29;
thence North 0 degrees 08' West a distance of 560.0 feet; thence North
34 degrees 56' East a distance of 34.8 feet; thence South 0 degrees 08' East a
distance of 588.5 feet to a point on the Southerly line of the N 1/2 of the NW
1/4 of the NW 1/4 of said Section 29, thence westerly along said Southerly line
a distance of 20.0 feet to the point of beginning, containing 0.264 of an acre,
more or less, and
ALSO EXCEPTING THEREFROM the property leased to Standard Oil Company of
California, recorded August 1, 1966, in Misc. book 130 at page 165, and
described as follows:
Commencing at the section corner common to Sections 19, 20, 29 and 00, X 00 X, X
0 X, X. M.; thence South 0 degrees 06'30" East along the line common to said
Sections 29 and 30 a distance of 660.17 feet to the Southwest corner of said N
1/2 of the NW 1/4 of the NW 1/4 of said Section 29; thence South 89 degrees
58'15" East along the South boundary of the N 1/2 of the NW 1/4 of the NW 1/4 of
said
Section 29 a distance of 100.0 feet to a point on the East Right of Way
line of the Xxxxxx Highway and the true point of beginning; thence North 0
degrees 06'30" West along the East Right of Way line of the Xxxxxx Highway a
distance of 180.00 feet ; thence South 89 degrees 58'15" East a distance of
150.00 feet; thence South 0 degrees 06'30" East a distance of 180 feet; thence
North 89 degrees 58'15" West along the South boundary of the N 1/2 of the NW 1/4
of the NW 1/4 of said Section 29 a distance of 150.00 feet to the true point of
beginning, and
ALSO EXCEPTING THEREFROM the property leased to Xxxxxxxx Petroleum Company,
recorded June 12, 1967, in Misc. book 145 at page 224, described as follows:
Commencing at the Northwest corner of said Section 29; thence East a distance of
115.14 feet; thence South 0 degrees 06'30 East a distance of 50.00 feet to the
Southerly right of way of Northern Lights Boulevard and the true point of
beginning; thence East a distance of 134.92 feet along the Southerly right of
way of Northern Lights Blvd.; thence South 0 degrees 06'30" East a distance of
165.00 feet; thence West a distance of 150.00 feet to the Easterly Right of Way
of the Xxxxxx Highway, as described in "Quitclaim Deed dated October 29, 1965,
by Growth Enterprises, Inc., to the State of Alaska, recorded December 7, 1965,
in book 316 at page 136, Records of Anchorage Recording District"; thence North
0 degrees 06'30" West a distance of 143.46 feet along the Easterly Right of Way
of the Xxxxxx Highway; thence North 34 degrees 56' East a distance of 26.27 feet
to the true point of beginning, and
ALSO EXCEPTING THEREFROM that portion thereof lying within the boundaries of the
Xxxxxx Highway and Northern Lights Boulevard.
Recordation requested by:
Xxxx Xxxxx, Inc.
After recordation return to:
Stoel Rives L.L.P.
000 XX Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
Att'n: Xxxxx X. Xxxxx
--------------------------------------------------------------------------------
(Space above this line for Recorder's use)
MEMORANDUM OF MODIFICATION TO LEASE/SHORT-FORM LEASE
(AN - Northern Lights, Anchorage, Alaska)
THIS MEMORANDUM OF MODIFICATION TO LEASE/SHORT-FORM LEASE
("Memorandum"), dated as of December 20, 1996, by and between REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, formerly known as
XXXX XXXXX REAL ESTATES PROPERTIES, LTD., whose address is Suite 200, 00000 XX
Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 (hereinafter referred to as "Landlord") and
XXXX XXXXX OF ALASKA, INC., an Alaskan corporation, with an office at 0000 XX
00xx Xxxxxx, XX Xxx 00000, Xxxxxxxx, Xxxxxx 00000-0000 (hereinafter referred to
as "Tenant"), as lessee under the Lease described below.
FOR VALUE RECEIVED, Landlord and Tenant do hereby covenant and agree
as follows:
1. Demised Premises. Landlord has leased to Tenant, and Tenant has leased
from Landlord, for the lease term specified below, certain real property located
in Anchorage, Alaska which is described in the attached Exhibit A (the
"Property"), pursuant to the terms of a Lease Agreement, between Landlord and
Tenant, dated October 22, 1986, as amended (the "Lease"). The Lease includes a
Lease Amendment No. 2 between the parties, dated December 16, 1996, which adds a
renewal option term.
2. Term. The current term of the Lease ("Current Term") ends on September
29, 2015, unless the Current Term is extended or earlier terminated in
accordance with the provisions of
--------------------------------------------------------------------------------
Until a change is requested, all tax statements shall be sent to the following
address: Xxxx Xxxxx, Inc., 0000 XX 00xx Xxxxxx, XX Xxx 00000, Xxxxxxxx, XX
00000 - Property Tax Account No. __________
--------------------------------------------------------------------------------
FM Form - Memorandum of Modification of Lease
1/2/97
the Lease. Subject to the conditions stated in the Lease, Tenant has one (1)
additional option to extend the term thereafter for an additional option term of
ten (10) years.
3. Effect of Memorandum. The purpose of this instrument is to give notice
of the Lease and its terms, covenants and conditions to the same extent as if
the Lease were fully set forth herein. This Memorandum shall not modify in any
manner the terms, conditions or intent of the Lease, and the parties agree that
this Memorandum is not intended nor shall it be used to interpret the Lease or
determine the intent of the parties under the Lease.
IN WITNESS WHEREOF, the parties hereto have duly executed this
instrument as of the day and year first written.
LANDLORD: REAL ESTATE PROPERTIES LIMITED
PARTNERSHIP,
an Oregon limited partnership,
By FMGP ASSOCIATES, an Oregon limited
partnership, its General Partner
By FMGP INCORPORATED, a Delaware
corporation,
its General Partner
By: XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
------------------------------
Its: V.P.
-------------------------------
TENANT: XXXX XXXXX OF ALASKA, INC.
By: XXXXX X. XXXXX
------------------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------------
Its: Vice President and Secretary
----------------------------------------
FM Form - Memorandum of Modification of Lease
12/20/96
2
STATE OF OREGON )
) ss.
County of Washington )
On this 31st day of January, 1997, before me, the
undersigned, a Notary Public in and for the State of Oregon, duly commissioned
and sworn, personally appeared Xxxxx X. Xxxxx, to me known to be the person who
signed as V.P. of FMGP INCORPORATED, a Delaware corporation, the corporation
that executed the within and foregoing instrument as the general partner of FMGP
ASSOCIATES, an Oregon limited partnership, itself the limited partnership that
executed the within and foregoing instrument as a general partner of REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, and acknowledged
said instrument to be the free and voluntary act and deed of said corporation,
and that said corporation executed the same, pursuant to its bylaws or a
resolution of its board of directors, as the general partner of said limited
partnership; and that said limited partnership executed the same as a general
partner of said partnership, and that said partnership executed the same.
(NOTARIAL SEAL) XXXXXXXX XXXXXXX
-----------------------------------------
Notary Public for Oregon
Residing at: Portland, OR
----------------------------
My commission expires:
------------------
STATE OF OREGON )
) ss.
County of Multnomah )
On this 20th day of December, 1996, before me, Xxxxx X. Xxxxx
[notary's name], a Notary Public of the State of Oregon, duly commissioned and
sworn, personally appeared XXXXX X. XXXXX, to me personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the written instrument, as the Vice President and Secretary of XXXX
XXXXX OF ALASKA, INC., an Alaskan corporation, of and on behalf of such
corporation and acknowledged to me that such corporation executed the same.
(NOTARIAL SEAL) XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
Residing at: Beaverton, Oregon
----------------------------
My commission expires: 03/02/97
------------------
FM Form - Memorandum of Modification of Lease
12/20/96
3
EXHIBIT A
---------
Legal Description
of
Property
Lot 1, XXXXXXX SUBDIVISION, according to the official plat thereof, filed under
Plat Number 81-15, Records of Anchorage Recording District, Third Judicial
District, State of Alaska.
Such property is also described of record as follows:
-----------------------------------------------------
Real property situated in the Anchorage Precinct, Third Judicial District, State
of Alaska, more particularly described as follows:
The North one-half (N 1/2) of the Northwest one-quarter (NW 1/4) of the
Northwest one-quarter (NW 1/4) of Section 29, Township 13 North (T 13 N) Range 3
West (R 3 W), Xxxxxx Meridian (S. M.), in the Anchorage Recording District,
Third District, State of Alaska, EXCEPTING THEREFROM the East 330 feet, and
further excepting therefrom that portion described as follows:
Beginning at a point bearing South 84 degrees 48'20" East a distance of 331.4
feet from the Northwest corner of Section 29, T 13 N, R 3 W; thence South a
distance of 20.0 feet; thence West a distance of 214.9 feet; thence South
34 degrees 56' West a distance of 61.1 feet; thence South 0 degrees 08' East a
distance of 560.0 feet; thence South 89 degrees 52' West a distance of 50.00
feet; thence North 0 degrees 08' West a distance of 607.9 feet; thence along a
260 degrees 27'16" curve to the right (radius = 22.0 feet) through an arc of
90 degrees 08' a distance of 34.6 feet; thence East a distance of 277.9 feet to
the point of beginning, and
ALSO EXCEPTING THEREFROM the property conveyed to the State of Alaska by
Quitclaim Deed dated October 29, 1965, and recorded December 7, 1965 in book 316
at page 136, described as follows:
Beginning at a point on the Southerly line of the N 1/2 of the NW 1/4 of the NW
1/4 of Section 00, X 00 X, X 0 X, X. M., said point bears South 7 degrees 02'40"
East a distance of 664.8 feet from the Northwest corner of said Section 29;
thence North 0 degrees 08' West a distance of 560.0 feet; thence North
34 degrees 56' East a distance of 34.8 feet; thence South 0 degrees 08' East a
distance of 588.5 feet to a point on the Southerly line of the N 1/2 of the NW
1/4 of the NW 1/4 of said Section 29, thence westerly along said Southerly line
a distance of 20.0 feet to the point of beginning, containing 0.264 of an acre,
more or less, and
ALSO EXCEPTING THEREFROM the property leased to Standard Oil Company of
California, recorded August 1, 1966, in Misc. book 130 at page 165, and
described as follows:
Commencing at the section corner common to Sections 19, 20, 29 and 00, X 00 X, X
0 X, X. M.; thence South 0 degrees 06'30" East along the line common to said
Sections 29 and 30 a distance of 660.17
FM Form - Memorandum of Modification of Lease
1/2/97
4
feet to the Southwest corner of said N 1/2 of the NW 1/4 of the NW 1/4 of said
Section 29; thence South 89 degrees 58'15" East along the South boundary of the
N 1/2 of the NW 1/4 of the NW 1/4 of said Section 29 a distance of 100.0 feet to
a point on the East Right of Way line of the Xxxxxx Highway and the true point
of beginning; thence North 0 degrees 06'30" West along the East Right of Way
line of the Xxxxxx Highway a distance of 180.00 feet ; thence South 89 degrees
58'15" East a distance of 150.00 feet; thence South 0 degrees 06'30" East a
distance of 180 feet; thence North 89 degrees 58'15" West along the South
boundary of the N 1/2 of the NW 1/4 of the NW 1/4 of said Section 29 a distance
of 150.00 feet to the true point of beginning, and
ALSO EXCEPTING THEREFROM the property leased to Xxxxxxxx Petroleum Company,
recorded June 12, 1967, in Misc. book 145 at page 224, described as follows:
Commencing at the Northwest corner of said Section 29; thence East a distance of
115.14 feet; thence South 0 degrees 06'30 East a distance of 50.00 feet to the
Southerly right of way of Northern Lights Boulevard and the true point of
beginning; thence East a distance of 134.92 feet along the Southerly right of
way of Northern Lights Blvd.; thence South 0 degrees 06'30" East a distance of
165.00 feet; thence West a distance of 150.00 feet to the Easterly Right of Way
of the Xxxxxx Highway, as described in "Quitclaim Deed dated October 29, 1965,
by Growth Enterprises, Inc., to the State of Alaska, recorded December 7, 1965,
in book 316 at page 136, Records of Anchorage Recording District"; thence North
0 degrees 06'30" West a distance of 143.46 feet along the Easterly Right of Way
of the Xxxxxx Highway; thence North 34 degrees 56' East a distance of 26.27 feet
to the true point of beginning, and
ALSO EXCEPTING THEREFROM that portion thereof lying within the boundaries of the
Xxxxxx Highway and Northern Lights Boulevard.
FM Form - Memorandum of Modification of Lease
1/2/97
5
APPENDIX 10J(3)
BURIEN
RECORDING REQUESTED
BY AND WHEN RECORDED
RETURN TO:
XXXX XXXXX, INC.
X.X. Xxx 00000
Xxxxxxxx, Xxxxxx 00000
Attn: Corporate Legal Department (Real Estate)
--------------------------------------------------------------------------------
LEASE AMENDMENT NO. 4
(Burien, Washington)
THIS LEASE AMENDMENT NO. 4 (the "Amendment") is made as of December 16,
1996, by and between REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, successor to
XXXX XXXXX REAL ESTATE PROPERTIES, LTD., whose address is Suite 300, 00000 XX
Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 ("Landlord"), and ROUNDUP CO., a Washington
corporation, whose address is X.X. Xxx 00000, Xxxxxxxx, Xxxxxx 00000-0000
(Street address 0000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxx 97202) ("Tenant").
R E C I T A L S
A. By a certain Lease dated October 22, 1986, as amended by agreements
dated February 7, 1992, October 16, 1992, and October 26, 1994 (as so amended,
the "Lease"), Landlord leased to Tenant certain land, described on Exhibit A,
and the related improvements described in the Lease (the "Premises").
Capitalized terms not otherwise defined herein have the meanings set forth in
the Lease.
B. The Lease currently provides for a Primary Term that ends on March 14,
2014. The Lease presently does not have any unexercised Renewal Terms.
C. The parties desire to modify certain terms of the Lease, as set forth in
this Agreement.
A G R E E M E N T
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Landlord agrees that Tenant shall have the right to six (6) Renewal
Terms of five (5) years each, which shall be exercised in the manner and subject
to the conditions set forth in Section 3.2 of the Lease; provided, however, that
the "Fixed Rent" during the additional Renewal Terms provided in this Amendment
shall be the Fair Market Rental Value for the Premises, determined in the manner
provided in Section 2 of this Amendment.
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-1-
2. Fair Market Rental Value of the Premises will be determined in the
following manner:
2.1 No later than thirteen (13) months prior to the last day allowed
for the exercise by Tenant of its right to renew the term of the Lease, Tenant
will provide Tenant's written opinion of the Fair Market Rental Value of the
Premises ("Tenant's Notice"). The Fair Market Rental Value shall be based on the
retail use of the Premises subject to the terms of the Lease.
2.2 If Landlord does not accept Tenant's opinion of the Fair Market
Rental Value of the Premises, Landlord shall state its opinion of the Fair
Market Rental Value in a notice delivered to Tenant ("Landlord's Notice") within
30 days of receipt of Tenant's Notice. The parties shall then seek an agreement
on the Fair Market Rental Value.
2.3 If Landlord and Tenant are unable to agree on the Fair Market
Rental Value within forty-five (45) days after Tenant's receipt of Landlord's
Notice, Landlord and Tenant shall each appoint an appraiser who shall be a
member of the American Institute of Real Estate Appraisers with at least five
(5) years' experience in appraising commercial real property in the market area
in which the Premises are located (an "M.A.I. appraiser") and notify the other
party in writing of the name and address of said appraiser. If a party fails or
refuses to appoint an appraiser and provide written notice thereof to the other
party within fifteen (15) days after receipt of the name and address of the
other party's appraiser, the single appraiser appointed shall constitute the
sole appraiser for the purpose of determining the applicable Fair Market Rental
Value. If both parties appoint an appraiser in accordance with the foregoing
procedure, the two (2) appraisers shall immediately proceed to determine and
agree upon the Fair Market Rental Value. If the two appraisers cannot agree and
if the higher of the two appraisals is no more than 110% of the lower appraisal,
the Fair Market Rental Value shall be the average of the two appraisals. If the
higher of the two appraisals is more than 110% of the lower appraisal, the two
appraisers shall together promptly appoint a third M.A.I. appraiser. If the two
appraisers are unable to agree upon a third appraiser, either party shall have
the right, upon ten (10) days prior written notice to the other party, to apply
to the American Institute of Real Estate Appraisers or to the presiding judge of
the court of general jurisdiction in the county in which the Premises are
located, or other appropriate tribunal, for appointment of the third appraiser.
That appraiser shall immediately proceed to determine the applicable Fair Market
Rental Value and a value agreed upon by a majority of the three appraisers shall
be the Fair Market Rental Value. If a majority of the three appraisers are
unable to agree upon the Fair Market Rental Value, the value obtained by
averaging the three appraisals shall constitute the Fair Market Rental Value but
any appraisal that is more than fifteen percent (15%) greater or lesser than the
middle appraisal shall be disregarded in calculating such average. Each party
will pay its respective appraiser's fee plus one-half (1/2) of the third
appraiser's fee (if any) plus all reasonable costs and attorney's fees incurred
by it in any judicial proceeding or any proceeding before the American Institute
of Real Estate Appraisers which is not attributable to the default of the other
party. The appraisal process described in this clause 2.3 shall be completed
within one hundred twenty (120) days after Tenant's receipt of Landlord's
Notice.
3. Continuing Agreement. This Amendment amends and supplements the Lease
and the terms of this Amendment are hereby incorporated into the Lease. Except
as expressly amended or supplemented by this Amendment, the Lease is and shall
remain in full force and effect according to its terms.
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-2-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first hereinabove set forth.
LANDLORD: REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, an
Oregon limited partnership, by FMGP Associates,
an Oregon limited partnership, its general partner,
by FMGP Incorporated, a Delaware corporation,
its general partner
By: XXXXX X. XXXXX
-----------------------------------------------
Title: Vice President
--------------------------------------------
Date Executed: 12/13/96
------------------------------------
Assignee: ROUNDUP CO., a Washington corporation
By: XXXXX X. XXXXXX
-----------------------------------------------
Xxxxx X. Xxxxxx, Senior Vice President
Date Executed: 12/13/96
------------------------------------
STATE OF OREGON )
) ss.
COUNTY OF MULTNOMAH )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxxx, as Vice President of ROUNDUP CO., a Washington corporation,
on behalf of the corporation.
(NOTARIAL SEAL) XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 5/4/98
------------------
STATE OF OREGON )
) ss.
COUNTY OF Multnomah )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxx, as Vice President of FMGP Incorporated, a Delaware
corporation, the general partner of FMGP Associates, an Oregon limited
partnership, the general partner of REAL ESTATE PROPERTIES LIMITED PARTNERSHIP,
an Oregon limited partnership, on behalf of the corporation in such capacity.
(NOTARIAL SEAL) XXXXXX X. XXXXXXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 6/8/99
------------------
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-3-
Exhibit A
BURIEN
All that portion of the SW 1/4 of the SW 1/4 of Section 17, Township
23 North, Range 4 East of X.X., in King County, Washington, described as
follows:
Commencing at the southwest corner of said subdivision, thence N 89
degrees 57'56" E along the south line thereof a distance of 45.01 feet to the
east margin of 1st Avenue South and the Point of Beginning; thence continuing N
89 degrees 57'56" E along said south line 662.80 feet to the proposed westerly
right of way of Secondary State Highway No. 1-K, Burien to JCT. P.S.H. No. 1,
also to be known as S.R. 509; thence N 26 degrees 36'20" E along the westerly
right of way line of said Secondary State Highway 254.50 feet; thence N 20
degrees 13'42" E 653.76 feet to the south line of the north 2.00 acres of the S
1/2 of the NW 1/4 of the SW 1/4 of the SW 1/4 produced easterly; thence N 89
degrees 43'22" W along said line 336.12 feet to the east line of the west 50.00
feet of the NE 1/4 of the SW 1/4 of the SW 1/4 of said section; thence N 1
degrees 17'03" E along said line 431.37 feet to the south line of the north
30.00 feet of said subdivision; thence N 89 degrees 37'09 W 50.01 feet; thence S
1 degrees 17'03" W along the west line of the east one-half of the SW 1/4 of the
SW 1/4 566.82 feet to the south line of the north 4.0 acres of the S 1/2 of the
NW 1/4 of the SW 1/4 of the SW 1/4; thence N 89 degrees 43'22" W 460.01 feet to
a point that lies equi-distant between the east margin of 1st Avenue South and
the centerline produced southerly of Occidental Avenue South, as per the plat of
Xxxxxxxx'x Addition as recorded in Volume 44 of Plats on page 51, records of
said county; thence S 1 degrees 13'27" W along said line 112.38 feet; thence N
89 degrees 55'50" W 138.60 feet to the east margin of 0xx Xxxxxx Xxxxx; thence S
1 degrees 12'45" W along said margin 598.10 feet to the Point of Beginning.
SUBJECT to and TOGETHER with the restrictions and reservations of
record.
Containing 629,545 sq. ft. or 14.452 acres.
Recordation requested by:
Xxxx Xxxxx, Inc.
After recordation return to:
Stoel Rives L.L.P.
000 XX Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
Att'n: Xxxxx X. Xxxxx
--------------------------------------------------------------------------------
(Space above this line for Recorder's use)
MEMORANDUM OF MODIFICATION TO LEASE/SHORT-FORM LEASE
(Burien, Washington)
THIS MEMORANDUM OF MODIFICATION TO LEASE/SHORT-FORM LEASE
("Memorandum"), dated as of December 20, 1996, by and between REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, formerly known as
XXXX XXXXX REAL ESTATES PROPERTIES, LTD., whose address is Suite 300, 00000 XX
Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 (hereinafter referred to as "Landlord") and
ROUNDUP CO., a Washington corporation, with an office at 0000 XX 00xx Xxxxxx, XX
Xxx 00000, Xxxxxxxx, Xxxxxx 00000-0000 (hereinafter referred to as "Tenant"), as
lessee under the Lease described below.
FOR VALUE RECEIVED, Landlord and Tenant do hereby covenant and agree
as follows:
1. Demised Premises. Landlord has leased to Tenant, and Tenant has leased
from Landlord, for the lease term specified below, certain real property located
in Burien, Washington which is described in the attached Exhibit A (the
"Property"), pursuant to the terms of a Lease Agreement, between Landlord and
Tenant, dated October 22, 1986, as amended (the "Lease"). The Lease includes a
Lease Amendment No. 4 between the parties, dated December 16, 1996, which adds
six additional renewal option terms.
2. Term. The current term of the Lease ("Current Term") ends on March 14,
2014, unless the Current Term is extended or earlier terminated in accordance
with the provisions of the Lease. Subject to the conditions stated in the Lease,
Tenant has six (6) consecutive options to extend the term thereafter for
additional option terms of five (5) years each.
--------------------------------------------------------------------------------
Until a change is requested, all tax statements shall be sent to the following
address: Xxxx xxxxx, Inc., 0000 XX 00xx Xxxxxx, XX Xxx 00000, Xxxxxxxx, XX
00000 - Property Tax Account No. __________
--------------------------------------------------------------------------------
FM Form - Memorandum of Modification of Lease
12/20/96
3. Effect of Memorandum. The purpose of this instrument is to give notice
of the Lease and its terms, covenants and conditions to the same extent as if
the Lease were fully set forth herein. This Memorandum shall not modify in any
manner the terms, conditions or intent of the Lease, and the parties agree that
this Memorandum is not intended nor shall it be used to interpret the Lease or
determine the intent of the parties under the Lease.
IN WITNESS WHEREOF, the parties hereto have duly executed this
instrument as of the day and year first written.
LANDLORD: REAL ESTATE PROPERTIES LIMITED
PARTNERSHIP,
an Oregon limited partnership,
By FMGP ASSOCIATES, an Oregon limited
partnership, its General Partner
By FMGP INCORPORATED, a Delaware
corporation,
its General Partner
By: XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
------------------------------
Its: V.P.
-------------------------------
TENANT: ROUNDUP CO.
By: XXXXX X. XXXXX
------------------------------------------
Name: Xxxxx X. Xxxxx
Its: Vice President and Secretary
FM Form - Memorandum of Modification of Lease
12/20/96
2
STATE OF OREGON )
) ss.
County of Washington )
On this 31st day of January, 1997, before me, the
undersigned, a Notary Public in and for the State of Oregon, duly commissioned
and sworn, personally appeared Xxxxx X. Xxxxx, to me known to be the person who
signed as V.P. of FMGP INCORPORATED, a Delaware corporation, the corporation
that executed the within and foregoing instrument as the general partner of FMGP
ASSOCIATES, an Oregon limited partnership, itself the limited partnership that
executed the within and foregoing instrument as a general partner of REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, and acknowledged
said instrument to be the free and voluntary act and deed of said corporation,
and that said corporation executed the same, pursuant to its bylaws or a
resolution of its board of directors, as the general partner of said limited
partnership; and that said limited partnership executed the same as a general
partner of said partnership, and that said partnership executed the same.
(NOTARIAL SEAL) XXXXXXXX XXXXXXX
-----------------------------------------
Notary Public for Oregon
Residing at: Portland, OR
----------------------------
My commission expires:
------------------
STATE OF OREGON )
) ss.
County of Multnomah )
On this 20th day of December, 1996, before me, Xxxxx X. Xxxxx
[notary's name], a Notary Public of the State of Oregon, duly commissioned and
sworn, personally appeared XXXXX X. XXXXX, to me personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the written instrument, as the Vice President and Secretary of ROUNDUP
CO., a Washington corporation, of and on behalf of such corporation and
acknowledged to me that such corporation executed the same.
XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
Residing at: Beaverton, Oregon
----------------------------
My commission expires: 03/02/97
------------------
FM Form - Memorandum of Modification of Lease
12/20/96
3
EXHIBIT A
---------
Legal Description
of
Property
All that portion of the SW 1/4 of the SW 1/4 of Section 17, Township 23
North, Range 4 East of X.X., in Xxxx County, Washington, described as follows:
Commencing at the southwest corner of said subdivision, thence N 89 degrees
57'56" E along the south line thereof a distance of 45.01 feet to the east
margin of 1st Avenue South and the Point of Beginning; thence continuing N 89
degrees 57'56" E along said south line 662.80 feet to the proposed westerly
right of way of Secondary State Highway No. 1-K, Burien to JCT. P.S.H. No. 1,
also to be known as S.R. 509; thence N 26 degrees 36'20" E along the westerly
right of way line of said Secondary State Highway 254.50 feet; thence N 20
degrees 13'42" E 653.76 feet to the south line of the north 2.00 acres of the S
1/2 of the NW 1/4 of the SW 1/4 of the SW 1/4 produced easterly; thence N 89
degrees 43'22" W along said line 336.12 feet to the east line of the west 50.00
feet of the NE 1/4 of the SW 1/4 of the SW 1/4 of said section; thence N 1
degrees 17'03" E along said line 431.37 feet to the south line of the north
30.00 feet of said subdivision; thence N 89 degrees 37'09 W 50.01 feet; thence S
1 degrees 17'03" W along the west line of the east one-half of the SW 1/4 of the
SW 1/4 566.82 feet to the south line of the north 4.0 acres of the S 1/2 of the
NW 1/4 of the SW 1/4 of the SW 1/4; thence N 89 degrees 43'22" W 460.01 feet to
a point that lies equi-distant between the east margin of 1st Avenue South and
the centerline produced southerly of Occidental Avenue South, as per the plat of
Xxxxxxxx'x Addition as recorded in Volume 44 of Plats on page 51, records of
said county; thence S 1 degrees 13'27" W along said line 112.38 feet; thence N
89 degrees 55'50" W 138.60 feet to the east margin of 0xx Xxxxxx Xxxxx; thence S
1 degrees 12'45" W along said margin 598.10 feet to the Point of Beginning.
SUBJECT to and TOGETHER with the restrictions and reservations of record.
Containing 629,545 sq. ft. or 14.452 acres.
FM Form - Memorandum of Modification of Lease
1/2/97
4
APPENDIX 10J(5)
CLACKAMAS
RECORDING REQUESTED
BY AND WHEN RECORDED
RETURN TO:
XXXX XXXXX, INC.
X.X. Xxx 00000
Xxxxxxxx, Xxxxxx 00000
Attn: Corporate Legal Department (Real Estate)
--------------------------------------------------------------------------------
LEASE AMENDMENT NO. 3
(Clackamas, Oregon)
THIS LEASE AMENDMENT NO. 3 (the "Amendment") is made as of December 16,
1996, by and between REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, successor to
XXXX XXXXX REAL ESTATE PROPERTIES, LTD., whose address is Suite 300, 00000 XX
Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 ("Landlord"), and XXXX XXXXX, INC., a
Delaware corporation, whose address is X.X. Xxx 00000, Xxxxxxxx, Xxxxxx
00000-0000 (Street address 0000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxx 97202)
("Tenant").
R E C I T A L S
A. By a certain Lease dated October 22, 1986, as amended by agreements
dated February 7, 1992, and October 12, 1995 (as so amended, the "Lease"),
Landlord leased to Tenant certain land, described on Exhibit A, and the related
improvements described in the Lease (the "Premises"). Capitalized terms not
otherwise defined herein have the meanings set forth in the Lease.
B. The Lease currently provides for a Primary Term that ends on August 31,
1999. The Lease presently provides for three (3) five-year Renewal Terms.
C. The parties desire to modify certain terms of the Lease, as set forth in
this Agreement.
A G R E E M E N T
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. In addition to any existing Renewal Terms, Landlord agrees that Tenant
shall have the right to three (3) additional Renewal Terms of five (5) years
each, which shall be exercised in the manner and subject to the conditions set
forth in Section 3.2 of the Lease; provided, however, that the "Fixed Rent"
during the additional Renewal Terms provided in this Amendment shall be the Fair
Market Rental Value for the Premises, determined in the manner provided in
Section 2 of this Amendment.
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
2. Fair Market Rental Value of the Premises will be determined in the
following manner:
2.1 No later than thirteen (13) months prior to the last day allowed
for the exercise by Tenant of its right to renew the term of the Lease, Tenant
will provide Tenant's written opinion of the Fair Market Rental Value of the
Premises ("Tenant's Notice"). The Fair Market Rental Value shall be based on the
retail use of the Premises subject to the terms of the Lease.
2.2 If Landlord does not accept Tenant's opinion of the Fair Market
Rental Value of the Premises, Landlord shall state its opinion of the Fair
Market Rental Value in a notice delivered to Tenant ("Landlord's Notice") within
30 days of receipt of Tenant's Notice. The parties shall then seek an agreement
on the Fair Market Rental Value.
2.3 If Landlord and Tenant are unable to agree on the Fair Market
Rental Value within forty-five (45) days after Tenant's receipt of Landlord's
Notice, Landlord and Tenant shall each appoint an appraiser who shall be a
member of the American Institute of Real Estate Appraisers with at least five
(5) years' experience in appraising commercial real property in the market area
in which the Premises are located (an "M.A.I. appraiser") and notify the other
party in writing of the name and address of said appraiser. If a party fails or
refuses to appoint an appraiser and provide written notice thereof to the other
party within fifteen (15) days after receipt of the name and address of the
other party's appraiser, the single appraiser appointed shall constitute the
sole appraiser for the purpose of determining the applicable Fair Market Rental
Value. If both parties appoint an appraiser in accordance with the foregoing
procedure, the two (2) appraisers shall immediately proceed to determine and
agree upon the Fair Market Rental Value. If the two appraisers cannot agree and
if the higher of the two appraisals is no more than 110% of the lower appraisal,
the Fair Market Rental Value shall be the average of the two appraisals. If the
higher of the two appraisals is more than 110% of the lower appraisal, the two
appraisers shall together promptly appoint a third M.A.I. appraiser. If the two
appraisers are unable to agree upon a third appraiser, either party shall have
the right, upon ten (10) days prior written notice to the other party, to apply
to the American Institute of Real Estate Appraisers or to the presiding judge of
the court of general jurisdiction in the county in which the Premises are
located, or other appropriate tribunal, for appointment of the third appraiser.
That appraiser shall immediately proceed to determine the applicable Fair Market
Rental Value and a value agreed upon by a majority of the three appraisers shall
be the Fair Market Rental Value. If a majority of the three appraisers are
unable to agree upon the Fair Market Rental Value, the value obtained by
averaging the three appraisals shall constitute the Fair Market Rental Value but
any appraisal that is more than fifteen percent (15%) greater or lesser than the
middle appraisal shall be disregarded in calculating such average. Each party
will pay its respective appraiser's fee plus one-half (1/2) of the third
appraiser's fee (if any) plus all reasonable costs and attorney's fees incurred
by it in any judicial proceeding or any proceeding before the American Institute
of Real Estate Appraisers which is not attributable to the default of the other
party. The appraisal process described in this clause 2.3 shall be completed
within one hundred twenty (120) days after Tenant's receipt of Landlord's
Notice.
3. Continuing Agreement. This Amendment amends and supplements the Lease
and the terms of this Amendment are hereby incorporated into the Lease. Except
as expressly amended or supplemented by this Amendment, the Lease is and shall
remain in full force and effect according to its terms.
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-2-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first hereinabove set forth.
LANDLORD: REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, an
Oregon limited partnership, by FMGP Associates,
an Oregon limited partnership, its general partner,
by FMGP Incorporated, a Delaware corporation,
its general partner
By: XXXXX X. XXXXX
-----------------------------------------------
Title: Vice President
--------------------------------------------
Date Executed: 12/13/96
------------------------------------
Assignee: XXXX XXXXX, INC., a Delaware corporation
By: XXXXX X. XXXXXX
-----------------------------------------------
Xxxxx X. Xxxxxx, Senior Vice President
Date Executed: 12/13/96
---------------------------------
STATE OF OREGON )
) ss.
COUNTY OF MULTNOMAH )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxxx, as Senior Vice President of XXXX XXXXX, INC., a Delaware
corporation, on behalf of the corporation.
(NOTARIAL SEAL) XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 5/4/96
------------------
STATE OF OREGON )
) ss.
COUNTY OF Multnomah )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxx, as Vice President of FMGP Incorporated, a Delaware
corporation, the general partner of FMGP Associates, an Oregon limited
partnership, the general partner of REAL ESTATE PROPERTIES LIMITED PARTNERSHIP,
an Oregon limited partnership, on behalf of the corporation in such capacity.
(NOTARIAL SEAL) XXXXXX X. XXXXXXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 6/8/99
------------------
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-3-
EXHIBIT A
CLACKAMAS
2. IN THE COUNTY OF CLACKAMAS AND STATE OF OREGON
A tract of land located in the southwest one-quarter, Section 9, T. 2 S.,
R. 2 E., of the X. X.; and the northwest one-quarter, Section 16, T. 2 S.,
R. 2 E., of the X. X., described as follows:
Beginning at a point on the westerly right-of-way of 82nd Drive (Cascade
Highway) and the southerly boundary line of that tract of land described in
Fee No. 70 20685, said point bears North 87 degrees 46'28" West 30.02 feet
and South 04 degrees 18'02" West 80.15 feet from the one-quarter corner
between Sections 9 and 16, T. 2 S., R. 2 E., of the X. X.; thence North 88
degrees 40'53" West 603.69 feet along said southerly boundary and parallel
with the south line of Roots Addition to Marshfield, Clackamas County,
Oregon, to a point on the easterly right-of-way line of Interstate Highway
205 (I-205); thence along said easterly right-of-way line the following
bearings and distances: along the arc of a spiral curve offset in an
easterly direction, 135.00 feet distance from the reference spiral defined
as being 500 feet in length, having a central angle of 3 degrees 45' and an
"a" valve of 0.3 (the offset spiral chord bears North 13 degrees 43'46"
West 210.12 feet) to the point of change from spiral to circular curve,
along the arc of a 3,954.72 foot curve left (the long chord bears North 10
degrees 58'32" East 197.47 feet) through a central angle of 2 degrees
51'41", 197.50 feet to a point situated 135.00 feet easterly on a radial
line from OSHD reference line at I-205 Engineers' Station 542+50, North 15
degrees 11'42" East 262.50 feet to a point situated 170.00 feet easterly on
a radial line from said reference line at I-205 Engineers' Station 540+00,
North 12 degrees 13'43" East 517.40 feet to the point of intersection of
said easterly right-of-way with the north right-of-way of Roots Xxxxxxx
Road (vacated), vacation of said street recorded in Book 661, page 828,
Deed Records; thence along said north right-of-way and north right-of-way
extended South 88 degrees 40'53" East 251.01 feet to a point which lies
North 88 degrees 40'53" West, a distance of 97.02 feet from said Southeast
82nd Drive westerly right-of-way line; thence South 0 degrees 13'31" West
parallel with said westerly right-of-way line a distance of 281.00 feet;
thence south 88 degrees 40'53" east parallel with said north right of way
line a distance of 85.02 feet to a point which lies westerly a distance of
12.00 feet from said westerly right of way line; thence north 0 degrees
13'31" east parallel with said westerly right of way line, a distance of
155.94 feet; thence along the arc of a 208.33 foot radius curve to the
right (the long chord of which bears North 7 degrees 07'03" East a distance
of 50.00 feet) through a central angle of 13 degrees 47'03" an arc distance
of 50.12 feet; thence along the arc of a 208.33 radius curve to the left
(the long chord of which bears North 7 degrees 07'03" East a distance of
50.00 feet) through a central angle of 13 degrees 47'03" an arc distance of
50.12 feet to a point on said westerly right-of-way line which lies South 0
degrees 13'31" West a distance of 25.55 feet from the north right-of-way
line of said Roots-Xxxxxxx Road; thence South 0 degrees 13'31" West along
said westerly right-of-way line a distance of 1057.37 feet to an angle
point; thence continuing along said westerly right-of-way line South 4
degrees 18'02" West a distance of 80.15 feet to the point of beginning.
Recordation requested by:
Xxxx Xxxxx, Inc.
After recordation return to:
Stoel Rives L.L.P.
000 XX Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
Att'n: Xxxxx X. Xxxxx
--------------------------------------------------------------------------------
(Space above this line for Recorder's use)
MEMORANDUM OF MODIFICATION TO LEASE/SHORT-FORM LEASE
(CK - Clackamas, Oregon)
THIS MEMORANDUM OF MODIFICATION TO LEASE/SHORT-FORM LEASE
("Memorandum"), dated as of December 20, 1996, by and between REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, formerly known as
XXXX XXXXX REAL ESTATES PROPERTIES, LTD., whose address is Suite 300, 00000 XX
Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 (hereinafter referred to as "Landlord") and
XXXX XXXXX, INC., a Delaware corporation, with an office at 0000 XX 00xx Xxxxxx,
XX Xxx 00000, Xxxxxxxx, Xxxxxx 00000-0000 (hereinafter referred to as "Tenant"),
as lessee under the Lease described below.
FOR VALUE RECEIVED, Landlord and Tenant do hereby covenant and agree
as follows:
1. Demised Premises. Landlord has leased to Tenant, and Tenant has leased
from Landlord, for the lease term specified below, certain real property located
in Clackamas, Oregon which is described in the attached Exhibit A (the
"Property"), pursuant to the terms of a Lease Agreement, between Landlord and
Tenant, dated October 22, 1986, as amended (the "Lease"). The Lease includes a
Lease Amendment No. 3 between the parties, dated December 16, 1996, which adds
three additional renewal option terms.
2. Term. The current term of the Lease ("Current Term") ends on August 31,
1999, unless the Current Term is extended or earlier terminated in accordance
with the provisions of the Lease. Subject to the conditions stated in the Lease,
Tenant has six (6) additional consecutive options
--------------------------------------------------------------------------------
Until a change is requested, all tax statements shall be sent to the following
address: Xxxx Xxxxx, Inc., 0000 XX 00xx Xxxxxx, XX Xxx 00000, Xxxxxxxx, XX
00000 - Property Tax Account No. __________
--------------------------------------------------------------------------------
Fm Form - Memorandum of Modification of Lease
12/20/96
to extend the term thereafter for additional option terms of five (5) years
each.
3. Effect of Memorandum. The purpose of this instrument is to give notice
of the Lease and its terms, covenants and conditions to the same extent as if
the Lease were fully set forth herein. This Memorandum shall not modify in any
manner the terms, conditions or intent of the Lease, and the parties agree that
this Memorandum is not intended nor shall it be used to interpret the Lease or
determine the intent of the parties under the Lease.
IN WITNESS WHEREOF, the parties hereto have duly executed this instrument
as of the day and year first written.
LANDLORD: REAL ESTATE PROPERTIES LIMITED
PARTNERSHIP,
an Oregon limited partnership,
By FMGP ASSOCIATES, an Oregon limited
partnership, its General Partner
By FMGP INCORPORATED, a Delaware
corporation,
its General Partner
By: XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
------------------------------
Its: V.P.
-------------------------------
TENANT: XXXX XXXXX, INC.
By: XXXXX X. XXXXX
------------------------------------------
Name: Xxxxx X. Xxxxx
----------------------------------------
Its: Senior Vice President and Secretary
-----------------------------------------
FM Form - Memorandum of Modification of Lease
12/20/96
2
STATE OF OREGON )
) ss.
County of Washington )
On this 31st day of January, 1997, before me, the
undersigned, a Notary Public in and for the State of Oregon, duly commissioned
and sworn, personally appeared Xxxxx X. Xxxxx, to me known to be the person who
signed as V.P. of FMGP INCORPORATED, a Delaware corporation, the corporation
that executed the within and foregoing instrument as the general partner of FMGP
ASSOCIATES, an Oregon limited partnership, itself the limited partnership that
executed the within and foregoing instrument as a general partner of REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, and acknowledged
said instrument to be the free and voluntary act and deed of said corporation,
and that said corporation executed the same, pursuant to its bylaws or a
resolution of its board of directors, as the general partner of said limited
partnership; and that said limited partnership executed the same as a general
partner of said partnership, and that said partnership executed the same.
(NOTARIAL SEAL) XXXXXXXX XXXXXXX
-----------------------------------------
Notary Public for Oregon
Residing at: Portland, OR
----------------------------
My commission expires:
------------------
STATE OF OREGON )
) ss.
County of Multnomah )
On this 20th day of December, 1996, before me, Xxxxx X. Xxxxx
[notary's name], a Notary Public of the State of Oregon, duly commissioned and
sworn, personally appeared XXXXX X. XXXXX, to me personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the written instrument, as the Senior Vice President and Secretary of
XXXX XXXXX, INC., a Delaware corporation, of and on behalf of such corporation
and acknowledged to me that such corporation executed the same.
(NOTARIAL SEAL) XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
Residing at: Beaverton, Oregon
----------------------------
My commission expires: 03/02/97
------------------
FM Form - Memorandum of Modification of Lease
12/20/96
3
EXHIBIT A
---------
Legal Description
of
Property
IN THE COUNTY OF CLACKAMAS AND STATE OF OREGON
A tract of land located in the southwest one-quarter, Section 9, T. 2 S., R. 2
E., of the X. X.; and the northwest one-quarter, Section 16, T. 2 S., R. 2 E.,
of the X. X., described as follows:
Beginning at a point on the westerly right-of-way of 82nd Drive (Cascade
Highway) and the southerly boundary line of that tract of land described in Fee
No. 70 20685, said point bears North 87 degrees 46'28" West 30.02 feet and South
04 degrees 18'02" West 80.15 feet from the one-quarter corner between Sections 9
and 16, T. 2 S., R. 2 E., of the X. X.; thence North 88 degrees 40'53" West
603.69 feet along said southerly boundary and parallel with the south line of
Roots Addition to Marshfield, Clackamas County, Oregon, to a point on the
easterly right-of-way line of Interstate Highway 205 (I-205); thence along said
easterly right-of-way line the following bearings and distances: along the arc
of a spiral curve offset in an easterly direction, 135.00 feet distance from the
reference spiral defined as being 500 feet in length, having a central angle of
3 degrees 45' and an "a" valve of 0.3 (the offset spiral chord bears North 13
degrees 43'46" West 210.12 feet) to the point of change from spiral to circular
curve, along the arc of a 3,954.72 foot curve left (the long chord bears North
10 degrees 58'32" East 197.47 feet) through a central angle of 2 degrees 51'41",
197.50 feet to a point situated 135.00 feet easterly on a radial line from OSHD
reference line at I-205 Engineers' Station 542+50, North 15 degrees 11'42" East
262.50 feet to a point situated 170.00 feet easterly on a radial line from said
reference line at I-205 Engineers' Station 540+00, North 12 degrees 13'43" East
517.40 feet to the point of intersection of said easterly right-of-way with the
north right-of-way of Roots Xxxxxxx Road (vacated), vacation of said street
recorded in Book 661, page 828, Deed Records; thence along said north
right-of-way and north right-of-way extended South 88 degrees 40'53" East 251.01
feet to a point which lies North 88 degrees 40'53" West, a distance of 97.02
feet from said Southeast 82nd Drive westerly right-of-way line; thence South 0
degrees 13'31" West parallel with said westerly right-of-way line a distance of
281.00 feet; thence south 88 degrees 40'53" east parallel with said north right
of way line a distance of 85.02 feet to a point which lies westerly a distance
of 12.00 feet from said westerly right of way line; thence north 0 degrees
13'31" east parallel with said westerly right of way line, a distance of 155.94
feet; thence along the arc of a 208.33 foot radius curve to the right (the long
chord of which bears North 7 degrees 07'03" East a distance of 50.00 feet)
through a central angle of 13 degrees 47'03" an arc distance of 50.12 feet;
thence along the arc of a 208.33 radius curve to the left (the long chord of
which bears North 7 degrees 07'03" East a distance of 50.00 feet) through a
central angle of 13 degrees 47'03" an arc distance of 50.12 feet to a point on
said westerly right-of-way line which lies South 0 degrees 13'31" West a
distance of 25.55 feet from the north right-of-way line of said Roots-Xxxxxxx
Road; thence South 0 degrees 13'31" West along said westerly right-of-way line a
distance of 1057.37 feet to an angle point; thence continuing along said
westerly right-of-way line South 4 degrees 18'02" West a distance of 80.15 feet
to the point of beginning.
FM Form - Memorandum of Modification of Lease
1/2/97
4
APPENDIX 10J(6)
CORNELIUS
RECORDING REQUESTED
BY AND WHEN RECORDED
RETURN TO:
XXXX XXXXX, INC.
X.X. Xxx 00000
Xxxxxxxx, Xxxxxx 00000
Attn: Corporate Legal Department (Real Estate)
--------------------------------------------------------------------------------
LEASE AMENDMENT NO. 3
(Cornelius, Oregon)
THIS LEASE AMENDMENT NO. 3 (the "Amendment") is made as of December 16,
1996, by and between REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, successor to
XXXX XXXXX REAL ESTATE PROPERTIES, LTD., whose address is Suite 300, 00000 XX
Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 ("Landlord"), and XXXX XXXXX, INC., a
Delaware corporation, whose address is X.X. Xxx 00000, Xxxxxxxx, Xxxxxx
00000-0000 (Street address 0000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxx 97202)
("Tenant").
R E C I T A L S
A. By a certain Lease dated October 22, 1986, as amended by agreements
dated February 7, 1992 and August 16, 1994 (as so amended, the "Lease"),
Landlord leased to Tenant certain land, described on Exhibit A, and the related
improvements described in the Lease (the "Premises"). Capitalized terms not
otherwise defined herein have the meanings set forth in the Lease.
B. The Lease currently provides for a Primary Term that ends on December
31, 2012. The Lease presently provides for two ten-year Renewal Terms.
C. The parties desire to modify certain terms of the Lease, as set forth in
this Agreement.
A G R E E M E N T
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Renewal Term. In addition to all remaining Renewal Terms under the
Lease, Landlord agrees that Tenant shall have the right to one additional
Renewal Term of ten (10) years, which shall be exercised in the manner and
subject to the conditions set forth in Section 3.2 of the Lease; provided,
however, that the "Fixed Rent" during the additional Renewal Term provided in
this Amendment shall be the greater of (1) the fair market rental value for the
Premises (including buildings), or (2) the rent owing under Landlord's existing
underlying ground lease for the property between Landlord and (the "Master
Lease"), including any
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
percentage rent and/or stipulated step increases provided in the Master Lease as
of the date hereof. There shall be no "Percentage Rent" during such additional
Renewal Term, except insofar as rent is owned pursuant to clause (2) of the
preceding sentence. The procedure for determining fair market rental value for
the Premises hereunder shall be the same as the procedure for determining the
fair market rental value of the ground under the Master Lease.
2. Continuing Agreement. This Amendment amends and supplements the Lease
and the terms of this Amendment are hereby incorporated into the Lease. Except
as expressly amended or supplemented by this Amendment, the Lease is and shall
remain in full force and effect according to its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first hereinabove set forth.
LANDLORD: REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, an
Oregon limited partnership, by FMGP Associates,
an Oregon limited partnership, its general partner,
by FMGP Incorporated, a Delaware corporation,
its general partner
By: XXXXX X. XXXXX
------------------------------------------
Title: Vice President
---------------------------------------
Date Executed: 12/13/96
-------------------------------
TENANT: XXXX XXXXX, INC., a Delaware corporation
By: XXXXX X. XXXXXX
------------------------------------------
Xxxxx X. Xxxxxx, Senior Vice President
Date Executed: 13/13/96
-------------------------------
STATE OF OREGON )
) ss.
COUNTY OF MULTNOMAH )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxxx, as Senior Vice President of XXXX XXXXX INC., a Delaware
corporation, on behalf of the corporation.
(NOTARIAL SEAL) XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 5/4/98
------------------
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-2-
STATE OF OREGON )
) ss.
COUNTY OF Multnomah )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxx, as Vice President of FMGP Incorporated, a Delaware
corporation, the general partner of FMGP Associates, an Oregon limited
partnership, the general partner of REAL ESTATE PROPERTIES LIMITED PARTNERSHIP,
an Oregon limited partnership, on behalf of the corporation in such capacity.
(NOTARIAL SEAL) XXXXXX X. XXXXXXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 6/8/99
------------------
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-3-
Exhibit A
XXXXXXXXX
Beginning at a point which bears S 00 degrees 22'40" E 306.80 feet, N 89 degrees
37'20" E 581.00 feet and S 00 degrees 22'40" E 895.00 feet from the intersection
of the South line of the S.P.&S. Railroad right-of-way and the centerline of
Xxxxx 00xx Xxxxxx; said intersection being the Northwest corner of that tract
described in Land Sale Contract to General American Theatres, Inc., recorded in
Document Number 78-21044, Records of Washington County, Oregon; thence N 00
degrees 22'40" W, coincident with the East boundary of those parcels of land
conveyed to West Coast Telephone Company by deeds recorded September 4, 1963, in
Book 494, Page 481, Deed Records, and in Book 449, Page 32, said Deed Records,
in said county; also coincident with the East boundary and its projection of
that parcel conveyed to Portland General Electric Company by deed recorded
October 26, 1970, in Book 796, Page 375, Deed Records; 907.00 feet to a point
situated N 00 degrees 22'40" W 12.00 feet from the Northeast corner of said
Portland General Electric Company parcel as described in deed recorded October
26, 1970, in Book 796, Page 375; thence N 89 degrees 37'20" E 598.00 feet to the
point of curve of a circular curve right, defined by a radius distance of 52.00
feet and a delta value of 90 degrees 00'; thence along the arc of said curve
81.68 feet (the long chord bears S 45 degrees 22'40" E 73.54 feet) to a point of
tangent; thence S 00 degrees 22'40" E 725.62 feet to the point of curve of a
circular curve right, defined by a radius distance of 72.00 feet and a delta
value of 54 degrees 00'; thence along the arc of said curve 67.86 feet (the long
chord bears S 26 degrees 37'20" W 65.37 feet) to the point of tangent; thence S
53 degrees 37'20" W 138.63 feet to the point of curve of a circular curve left,
defined by a radius distance of 72.00 feet and a delta value of 54 degrees 00';
thence along the arc of said curve 67.86 feet (the long chord bears S 26 degrees
37'20" W 65.37 feet) to the point of tangent; thence S 00 degrees 22'40" E 91.24
feet to a point on the northerly right-of-way line of the Tualatin Valley State
Highway; thence N 85 degrees 52'17" W, coincident with said right-of-way, 283.37
feet; thence N 00 degrees 22'40" W 137.58 feet; thence S 89 degrees 37'20" W
196.00 feet to the point of beginning and containing 14.366 acres of land.
Recordation requested by:
Xxxx Xxxxx, Inc.
After recordation return to:
Stoel Rives L.L.P.
000 XX Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
Att'n: Xxxxx X. Xxxxx
--------------------------------------------------------------------------------
(Space above this line for Recorder's use)
MEMORANDUM OF MODIFICATION TO LEASE/SHORT-FORM LEASE
(CN - Cornelius, Oregon)
THIS MEMORANDUM OF MODIFICATION TO LEASE/SHORT-FORM LEASE
("Memorandum"), dated as of December 20, 1996, by and between REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, formerly known as
XXXX XXXXX REAL ESTATES PROPERTIES, LTD., whose address is Suite 300, 00000 XX
Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 (hereinafter referred to as "Landlord") and
XXXX XXXXX, INC., a Delaware corporation, with an office at 0000 XX 00xx Xxxxxx,
XX Xxx 00000, Xxxxxxxx, Xxxxxx 00000-0000 (hereinafter referred to as "Tenant"),
as lessee under the Lease described below.
FOR VALUE RECEIVED, Landlord and Tenant do hereby covenant and agree
as follows:
1. Demised Premises. Landlord has leased to Tenant, and Tenant has leased
from Landlord, for the lease term specified below, certain real property located
in Cornelius, Oregon, Alaska which is described in the attached Exhibit A (the
"Property"), pursuant to the terms of a Lease Agreement, between Landlord and
Tenant, dated October 22, 1986, as amended (the "Lease"). The Lease includes a
Lease Amendment No. 3 between the parties, dated December 16, 1996, which adds a
renewal option term.
2. Term. The current term of the Lease ("Current Term") ends on December
31, 2012, unless the Current Term is extended or earlier terminated in
accordance with the provisions of the Lease. Subject to the conditions stated in
the Lease, Tenant has three (3) additional options to extend the term thereafter
for additional option terms of ten (10) years each.
--------------------------------------------------------------------------------
Until a change is requested, all tax statements shall be sent to the following
address: Xxxx Xxxxx, Inc., 0000 XX 00xx Xxxxxx, XX Xxx 00000, Xxxxxxxx, XX
00000 - Property Tax Account No. __________
--------------------------------------------------------------------------------
FM Form - Memorandum of Modification of Lease
1/2/97
3. Effect of Memorandum. The purpose of this instrument is to give notice
of the Lease and its terms, covenants and conditions to the same extent as if
the Lease were fully set forth herein. This Memorandum shall not modify in any
manner the terms, conditions or intent of the Lease, and the parties agree that
this Memorandum is not intended nor shall it be used to interpret the Lease or
determine the intent of the parties under the Lease.
IN WITNESS WHEREOF, the parties hereto have duly executed this instrument
as of the day and year first written.
LANDLORD: REAL ESTATE PROPERTIES LIMITED
PARTNERSHIP,
an Oregon limited partnership,
By FMGP ASSOCIATES, an Oregon limited
partnership, its General Partner
By FMGP INCORPORATED, a Delaware
corporation,
its General Partner
By: XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
------------------------------
Its: V.P.
-------------------------------
TENANT: XXXX XXXXX, INC.
By: XXXXX X. XXXXX
------------------------------------------
Name: Xxxxx X. Xxxxx
----------------------------------------
Its: Senior Vice President and Secretary
-----------------------------------------
FM Form - Memorandum of Modification of Lease
12/20/96
2
STATE OF OREGON )
) ss.
County of Washington )
On this 31st day of January, 1997, before me, the
undersigned, a Notary Public in and for the State of Oregon, duly commissioned
and sworn, personally appeared Xxxxx X. Xxxxx, to me known to be the person who
signed as V.P. of FMGP INCORPORATED, a Delaware corporation, the corporation
that executed the within and foregoing instrument as the general partner of FMGP
ASSOCIATES, an Oregon limited partnership, itself the limited partnership that
executed the within and foregoing instrument as a general partner of REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, and acknowledged
said instrument to be the free and voluntary act and deed of said corporation,
and that said corporation executed the same, pursuant to its bylaws or a
resolution of its board of directors, as the general partner of said limited
partnership; and that said limited partnership executed the same as a general
partner of said partnership, and that said partnership executed the same.
(NOTARIAL SEAL) XXXXXXXX XXXXXXX
-----------------------------------------
Notary Public for Oregon
Residing at: Portland, OR
----------------------------
My commission expires:
------------------
STATE OF OREGON )
) ss.
County of Multnomah )
On this 20th day of December, 1996, before me, Xxxxx X. Xxxxx
[notary's name], a Notary Public of the State of Oregon, duly commissioned and
sworn, personally appeared XXXXX X. XXXXX, to me personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the written instrument, as the Senior Vice President and Secretary of
XXXX XXXXX, INC., a Delaware corporation, of and on behalf of such corporation
and acknowledged to me that such corporation executed the same.
(NOTARIAL SEAL) XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
Residing at: Beaverton, Oregon
----------------------------
My commission expires: 03/02/97
------------------
FM Form - Memorandum of Modification of Lease
12/20/96
3
EXHIBIT A
---------
Legal Description
of
Property
BOUNDARY DESCRIPTION
Revised description defining boundaries through relocated entrance.
Following is a description of a parcel of land situated in the SW 1/4 of Section
34, Township 1 North, Range 3 West, of the Willamette Meridian, in Washington
County, Oregon.
DESCRIPTION OF BOUNDARY
Beginning at a point which bears S 00 degrees 22'40" E 306.80 feet, N 89 degrees
37'20" E 581.00 feet and S 00 degrees 22'40" E 895.00 feet from the intersection
of the South line of the S.P.&S. Railroad right-of-way and the centerline of
Xxxxx 00xx Xxxxxx; said intersection being the Northwest corner of that tract
described in Land Sale Contract to General American Theatres, Inc., recorded in
Document Number 78-21044, Records of Washington County, Oregon; thence N 00
degrees 22'40" W, coincident with the East boundary of those parcels of land
conveyed to West Coast Telephone Company by deeds recorded September 4, 1963, in
Book 494, Page 481, Deed Records, and in Book 449, Page 32, said Deed Records,
in said county; also coincident with the East boundary and its projection of
that parcel conveyed to Portland General Electric Company by deed recorded
October 26, 1970, in Book 796, Page 375, Deed Records; 907.00 feet to a point
situated N 00 degrees 22'40" W 12.00 feet from the Northeast corner of said
Portland General Electric Company parcel as described in deed recorded October
26, 1970, in Book 796, Page 375; thence N 89 degrees 37'20" E 598.00 feet to the
point of curve of a circular curve right, defined by a radius distance of 52.00
feet and a delta value of 90 degrees 00'; thence along the arc of said curve
81.68 feet (the long chord bears S 45 degrees 22'40" E 73.54 feet) to a point of
tangent; thence S 00 degrees 22'40" E 725.62 feet to the point of curve of a
circular curve right, defined by a radius distance of 72.00 feet and a delta
value of 54 degrees 00'; thence along the arc of said curve 67.86 feet (the long
chord bears S 26 degrees 37'20" W 65.37 feet) to the point of tangent; thence S
53 degrees 37'20" W 138.63 feet to the point of curve of a circular curve left,
defined by a radius distance of 72.00 feet and a delta value of 54 degrees 00';
thence along the arc of said curve 67.86 feet (the long chord bears S 26 degrees
37'20" W 65.37 feet) to the point of tangent; thence S 00 degrees 22'40" E 91.24
feet to a point on the northerly right-of-way line of the Tualatin Valley State
Highway; thence N 85 degrees 52'17" W, coincident with said right-of-way, 283.37
feet; thence N 00 degrees 22'40" W 137.58 feet; thence S 89 degrees 37'20" W
196.00 feet to the point of beginning and containing 14.366 acres of land.
FM Form - Memorandum of Modification of Lease
1/2/97
4
APPENDIX 10J(8)
FAIRBANKS
RECORDING REQUESTED
BY AND WHEN RECORDED
RETURN TO:
XXXX XXXXX, INC.
X.X. Xxx 00000
Xxxxxxxx, Xxxxxx 00000
Attn: Corporate Legal Department (Real Estate)
--------------------------------------------------------------------------------
LEASE AMENDMENT NO. 3
(FB Fairbanks, Alaska)
THIS LEASE AMENDMENT NO. 3 (the "Amendment") is made as of December 16,
1996, by and between REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, successor to
XXXX XXXXX REAL ESTATE PROPERTIES, LTD., whose address is Suite 300, 00000 XX
Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 ("Landlord"), and XXXX XXXXX OF ALASKA,
INC., an Alaska corporation, whose address is X.X. Xxx 00000, Xxxxxxxx, Xxxxxx
00000-0000 (Street address 0000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxx 97202)
("Tenant").
R E C I T A L S
A. By a certain Lease dated October 22, 1986, as amended by agreements
dated February 7, 1992 and April 13, 1994 (as so amended, the "Lease"), Landlord
leased to Tenant certain land, described on Exhibit A, and the related
improvements described in the Lease (the "Premises"). Capitalized terms not
otherwise defined herein have the meanings set forth in the Lease.
B. The Lease currently provides for a Primary Term that ends on June 29,
2009. The Lease presently provides for one ten-year Renewal Terms.
C. The parties desire to modify certain terms of the Lease, as set forth in
this Agreement.
A G R E E M E N T
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. In addition to any existing Renewal Terms, Landlord agrees that Tenant
shall have the right to three (3) additional Renewal Terms of five (5) years
each, which shall be exercised in the manner and subject to the conditions set
forth in Section 3.2 of the Lease; provided, however, that the "Fixed Rent"
during the additional Renewal Terms provided in this Amendment shall be the
greater of (1) Fair Market Rental Value for the Premises, determined in the
manner provided in Section 2 of this Amendment, or (2) the
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
rent owing under Landlord's existing underlying ground lease for the property
between Landlord and Xxxxxxxx Xxxxxxx and The Bank of California, N.A., as
co-strustees of the Bentley Family Trusts, and The Bank of California, N.A., as
trustee of the Xxxxx Xxxxxxx Trust (the "Master Lease"), including any
percentage rent and/or stipulated step increases set forth in the Master Lease
as of the date hereof..
2. Fair Market Rental Value of the Premises will be determined in the
following manner:
2.1 No later than thirteen (13) months prior to the last day allowed
for the exercise by Tenant of its right to renew the term of the Lease, Tenant
will provide Tenant's written opinion of the Fair Market Rental Value of the
Premises ("Tenant's Notice"). The Fair Market Rental Value shall be based on the
retail use of the Premises subject to the terms of the Lease.
2.2 If Landlord does not accept Tenant's opinion of the Fair Market
Rental Value of the Premises, Landlord shall state its opinion of the Fair
Market Rental Value in a notice delivered to Tenant ("Landlord's Notice") within
30 days of receipt of Tenant's Notice. The parties shall then seek an agreement
on the Fair Market Rental Value.
2.3 If Landlord and Tenant are unable to agree on the Fair Market
Rental Value within forty-five (45) days after Tenant's receipt of Landlord's
Notice, Landlord and Tenant shall each appoint an appraiser who shall be a
member of the American Institute of Real Estate Appraisers with at least five
(5) years' experience in appraising commercial real property in the market area
in which the Premises are located (an "M.A.I. appraiser") and notify the other
party in writing of the name and address of said appraiser. If a party fails or
refuses to appoint an appraiser and provide written notice thereof to the other
party within fifteen (15) days after receipt of the name and address of the
other party's appraiser, the single appraiser appointed shall constitute the
sole appraiser for the purpose of determining the applicable Fair Market Rental
Value. If both parties appoint an appraiser in accordance with the foregoing
procedure, the two (2) appraisers shall immediately proceed to determine and
agree upon the Fair Market Rental Value. If the two appraisers cannot agree and
if the higher of the two appraisals is no more than 110% of the lower appraisal,
the Fair Market Rental Value shall be the average of the two appraisals. If the
higher of the two appraisals is more than 110% of the lower appraisal, the two
appraisers shall together promptly appoint a third M.A.I. appraiser. If the two
appraisers are unable to agree upon a third appraiser, either party shall have
the right, upon ten (10) days prior written notice to the other party, to apply
to the American Institute of Real Estate Appraisers or to the presiding judge of
the court of general jurisdiction in the county in which the Premises are
located, or other appropriate tribunal, for appointment of the third appraiser.
That appraiser shall immediately proceed to determine the applicable Fair Market
Rental Value and a value agreed upon by a majority of the three appraisers shall
be the Fair Market Rental Value. If a majority of the three appraisers are
unable to agree upon the Fair Market Rental Value, the value obtained by
averaging the three appraisals shall constitute the Fair Market Rental Value but
any appraisal that is more than fifteen percent (15%) greater or lesser than the
middle appraisal shall be disregarded in calculating such average. Each party
will pay its respective appraiser's fee plus one-half (1/2) of the third
appraiser's fee (if any) plus all reasonable costs and attorney's fees incurred
by it in any judicial proceeding or any proceeding before the American Institute
of Real Estate Appraisers which is not attributable to the default of the other
party. The appraisal process described in this clause 2.3 shall be completed
within one hundred twenty (120) days after Tenant's receipt of Landlord's
Notice.
3. Continuing Agreement. This Amendment amends and supplements the Lease
and the terms of this Amendment are hereby incorporated into the Lease. Except
as expressly amended or supplemented by this Amendment, the Lease is and shall
remain in full force and effect according to its terms.
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-2-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first hereinabove set forth.
LANDLORD: REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, an
Oregon limited partnership, by FMGP Associates,
an Oregon limited partnership, its general partner,
by FMGP Incorporated, a Delaware corporation,
its general partner
By: XXXXX X. XXXXX
-----------------------------------------------
Title: Vice President
--------------------------------------------
Date Executed: 12/13/96
------------------------------------
TENANT: XXXX XXXXX OF ALASKA, INC., an Alaska corporation
By: XXXXX X. XXXXXX
-----------------------------------------------
Xxxxx X. Xxxxxx, Senior Vice President
Date Executed: 12/13/96
------------------------------------
STATE OF OREGON )
) ss.
COUNTY OF MULTNOMAH )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxxx, as Vice President of XXXX XXXXX OF ALASKA, INC., an Alaska
corporation, on behalf of the corporation.
(NOTARIAL SEAL) XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 5/4/98
------------------
STATE OF OREGON )
) ss.
COUNTY OF Multnomah )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxx, as Vice President of FMGP Incorporated, a Delaware
corporation, the general partner of FMGP Associates, an Oregon limited
partnership, the general partner of REAL ESTATE PROPERTIES LIMITED PARTNERSHIP,
an Oregon limited partnership, on behalf of the corporation in such capacity.
(NOTARIAL SEAL) XXXXXX X. XXXXXXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 6/8/99
------------------
December 13, 1996
LEASE TERMINATION AGREEMENT - FORM NO. Q-3 Rev. 8/93
-3-
EXHIBIT A - LEGAL DESCRIPTION
PARCEL I:
---------
All that portion of the following described property lying ENTIRELY within Lot
Eight (8) of Section Two (2), Township One South (T1S), Range One West (R1W),
Fairbanks Meridian, situate in the Records of the Fairbanks Recording District,
Fourth Judicial District, State of Alaska, being more particularly described as
follows:
Beginning at a Meander Xxxxxx Xx. 0 xx X.X. Xxxxxx Xx. 000;
Thence North 65 degrees 30' West 191.40 feet;
Thence North 61 degrees 30' West 45.00 feet to the mean high water line of the
right limit of Xxxxx Slough;
Thence North 26 degrees 58'44" West along said mean high water line a distance
of 83.59 feet to a point of intersection with the Easterly boundary line of a
tract of land conveyed by deed recorded December 10, 1974 in Deed Records Volume
283 at Page 247 and its extension Southerly;
Thence North 28 degrees 44'34" East along the Easterly boundary line of said
tract conveyed by deed recorded December 10, 1974 in Deed Records Volume 283 at
Page 247 a distance of 375.00 feet to a point on the South right-of-way line of
College Road (State of Alaska, Department of Highways Project No. S-0644(4)),
50.00 feet right of center line Station "L" 210+35;
Thence South 61 degrees 15'26" East along the South right-of-way line of said
College Road a distance of 338.58 feet to a point of curvature, said point of
curvature being 50.00 feet right of center line Station "L" 210+73.58;
Thence along a curve to the right of radius 1859.86 feet an arc length of 343.75
feet to a point of intersection with curved Westerly right-of-way line of the
Old Xxxxxx Highway (sometimes referred to as the Graehl Road) as more
particularly described in deed recorded July 15, 1964 in Deed Records Volume 168
at Page 74 (the chord bears South 55 degrees 57'47" East 343.26 feet);
Thence along the Westerly right-of-way line of the Old Xxxxxx Highway (sometimes
referred to as the Graehl Road) on a curve to the right of radius 65.00 feet an
arc length of 58.35 feet to a point of tangency (the chord bears South 34
degrees 49'11" West 56.41 feet);
Thence South 60 degrees 32' West along the Westerly right-of-way line of said
Old Xxxxxx Highway (sometimes referred to Graehl Road) a distance of 364.42 feet
to a point of intersection with the South boundary line of said Section Two (2);
Thence North 64 degrees 33' West 177.77 feet to the POINT OF BEGINNING.
PARCEL II:
----------
Portion of Section Two (2), Township One South (T1S), Range One West (R1W),
Fairbanks Meridian, lying Southwesterly of the intersection of College Road and
Graehl Road described as follows:
Commencing at the quarter corner along the line of Sections Two (2) and Eleven
(11), said quarter corner being South 89 degrees 56' West from the said section
corner;
Thence along the South boundary of the Homestead North 82 degrees 17' West a
distance of 554.4 feet to corner No. 3 of said Homestead;
Thence xxx Xxxx a distance of 626.0 feet along the South boundary of said
Homestead;
Thence South 60 degrees 32' West a distance of 156.0 feet along the West
right-of-way of the Graehl Road and the POINT OF BEGINNING of the area herein
described;
Thence North 64 degrees 33' West a distance of 181.0 feet, said point being
identical with corner No. 2 of the Homestead;
Thence North 65 degrees 30' West a distance of 4.68 feet;
Thence continuing North 65 degrees 30' West 160.0 feet;
Thence North 30 degrees 17' East a distance of approximately 410 feet to the
Southwesterly right-of-way line of College Road;
Thence South 59 degrees 43' East along said right-of-way line a distance of 160
feet, more or less;
Thence continuing along Southwesterly right-of-way line of College Road South 61
degrees 12' East a distance of 310 feet, more or less;
Thence along a curve to the right 65.0 feet radius a distance of 127.01 feet;
Thence South 60 degrees 32' West a distance of 356.1 feet along the Westerly
right-of-way line of Graehl Road to the POINT OF BEGINNING.
EXCEPTING THEREFROM, any portion lying within Lot Eight (8) of said Section Two
(2).
PARCEL III:
-----------
A tract of land located within and being a portion of U.S. Survey No. 848, being
within Township One South (T1S), Range One West (R1W), Fairbanks Meridian,
situate in the Records of the Fairbanks Recording District, Fourth Judicial
District, State of Alaska, being more particularly described as follows:
Beginning at Meander Xxxxxx Xx. 0 xx X.X. Xxxxxx Xx. 000;
Thence North 65 degrees 30' West 191.40 feet;
Thence North 61 degrees 30' West 45.00 feet to the mean high water line of the
right limit of Xxxxx Slough;
Thence North 26 degrees 58'44" West along said mean high water line a distance
of 83.59 feet to a point of intersection with the Easterly boundary line of a
tract of land conveyed by deed recorded December 10, 1974 in Deed Records Volume
283 at Page 247 and its extension Southerly;
Thence North 28 degrees 44'34" East along the Easterly boundary line of said
tract conveyed by deed recorded December 10, 1974 in Deed Records Volume 283 at
Page 247 a distance of 375.00 feet to a point on the South right-of-way line of
College Road (State of Alaska, Department of Highways Project No. S-0644(4)),
50.00 feet right of center line Station "L" 210+35;
Thence South 61 degrees 15'26" East along the South right-of-way line of said
College Road a distance of 338.58 feet to a point of curvature, said point of
curvature being 50.00 feet right of center line Station "L" 210+73.58;
Thence along a curve to the right of radius 1859.86 feet an arc length of 343.75
feet to a point of intersection with the curved Westerly right-of-way line of
the Old Xxxxxx Highway (sometimes referred to as the Graehl Road) as more
particularly described in deed recorded July 15, 1964 in Deed Records Volume 168
at Page 74 (the chord bears South 55 degrees 57'47" East 343.26 feet);
Thence along the Westerly right-of-way line of the Old Xxxxxx Highway (sometimes
referred to as the Graehl Road) on a curve to the right of radius 65.00 feet an
arc length of 58.35 feet to a point of tangency (the chord bears South 34
degrees 49'11" West 56.41 feet);
Thence South 60 degrees 32' West along the Westerly right-of-way line of said
Old Xxxxxx Highway (sometimes referred to as Graehl Road) a distance of 364.42
feet to a point of intersection with the South boundary line of said Section Two
(2);
Thence North 64 degrees 33' West 177.77 feet to the POINT OF BEGINNING.
PARCEL III, continued
---------------------
EXCEPTING THEREFROM the following described tract of land, lying Southwesterly
of the intersection of College Road and Graehl Road described as follows:
Commencing at the quarter corner along the line of Sections Two (2) and Eleven
(11), said quarter corner being South 89 degrees 56' West from the said section
corner;
Thence along the South boundary of the Homestead North 82 degrees 17' West a
distance of 554.4 feet to corner No. 3 of said Homestead;
Thence xxx Xxxx a distance of 626.0 feet along the South boundary of said
Homestead;
Thence South 60 degrees 32' West a distance of 156.0 feet along the West
right-of-way of the Graehl Road and the POINT OF BEGINNING of the area herein
described;
Thence North 64 degrees 33' West a distance of 181.0 feet said point being
identical with corner No. 2 of the Homestead;
Thence North 65 degrees 30' West a distance of 4.68 feet;
Thence continuing North 65 degrees 30' West 160.0 feet;
Thence North 30 degrees 17' East a distance of approximately 410 feet to the
Southwesterly right-of-way line of College Road;
Thence South 59 degrees 43' East along said right-of-way line a distance of 160
feet more or less;
Thence continuing along Southwesterly right-of-way line of College Road South 61
degrees 12' East a distance of 310 feet more or less;
Thence along a curve to the right of 65.0 feet radius a distance of 127.01 feet;
Thence South 60 degrees 32' West a distance of 356.1 feet along the Westerly
right-of-way line of Graehl Road to the POINT OF BEGINNING.
Recordation requested by:
Xxxx Xxxxx, Inc.
After recordation return to:
Stoel Rives L.L.P.
000 XX Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
Att'n: Xxxxx X. Xxxxx
--------------------------------------------------------------------------------
(Space above this line for Recorder's use)
MEMORANDUM OF MODIFICATION TO LEASE/SHORT-FORM LEASE
(FB - Fairbanks, Alaska)
THIS MEMORANDUM OF MODIFICATION TO LEASE/SHORT-FORM LEASE
("Memorandum"), dated as of December 20, 1996, by and between REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, formerly known as
XXXX XXXXX REAL ESTATES PROPERTIES, LTD., whose address is Suite 200, 00000 XX
Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 (hereinafter referred to as "Landlord") and
XXXX XXXXX OF ALASKA, INC., an Alaskan corporation, with an office at 0000 XX
00xx Xxxxxx, XX Xxx 00000, Xxxxxxxx, Xxxxxx 00000-0000 (hereinafter referred to
as "Tenant"), as lessee under the Lease described below.
FOR VALUE RECEIVED, Landlord and Tenant do hereby covenant and agree
as follows:
1. Demised Premises. Landlord has leased to Tenant, and Tenant has leased
from Landlord, for the lease term specified below, certain real property located
in Fairbanks, Alaska which is described in the attached Exhibit A (the
"Property"), pursuant to the terms of a Lease Agreement, between Landlord and
Tenant, dated October 22, 1986, as amended (the "Lease"). The Lease includes a
Lease Amendment No. 3 between the parties, dated December 16, 1996, which adds
three additional renewal option terms.
2. Term. The current term of the Lease ("Current Term") ends on June 29,
2009, unless the Current Term is extended or earlier terminated in accordance
with the provisions of the Lease. Subject to the conditions stated in the Lease,
Tenant has one (1) additional option to extend
--------------------------------------------------------------------------------
Until a change is requested, all tax statements shall be sent to the following
address: Xxxx Xxxxx, Inc., 0000 XX 00xx Xxxxxx, XX Xxx 00000, Xxxxxxxx, XX
00000 - Property Tax Account No. __________
--------------------------------------------------------------------------------
FM Form - Memorandum of Modification of Lease
12/20/96
the term thereafter for an additional option term of ten (10) years, and three
(3) additional consecutive options to extend the term thereafter (after the end
of the 10-year renewal option term) for additional option terms of five (5)
years each.
3. Effect of Memorandum. The purpose of this instrument is to give notice
of the Lease and its terms, covenants and conditions to the same extent as if
the Lease were fully set forth herein. This Memorandum shall not modify in any
manner the terms, conditions or intent of the Lease, and the parties agree that
this Memorandum is not intended nor shall it be used to interpret the Lease or
determine the intent of the parties under the Lease.
IN WITNESS WHEREOF, the parties hereto have duly executed this instrument
as of the day and year first written.
LANDLORD: REAL ESTATE PROPERTIES LIMITED
PARTNERSHIP,
an Oregon limited partnership,
By FMGP ASSOCIATES, an Oregon limited
partnership, its General Partner
By FMGP INCORPORATED, a Delaware
corporation,
its General Partner
By: XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
------------------------------
Its: V.P.
-------------------------------
TENANT: XXXX XXXXX OF ALASKA, INC.
By: XXXXX X. XXXXX
------------------------------------------
Name: Xxxxx X. Xxxxx
----------------------------------------
Its: Vice President and Secretary
-----------------------------------------
FM Form - Memorandum of Modification of Lease
12/20/96
2
STATE OF OREGON )
) ss.
County of Washington )
On this 31st day of January, 1997, before me, the
undersigned, a Notary Public in and for the State of Oregon, duly commissioned
and sworn, personally appeared Xxxxx X. Xxxxx, to me known to be the person who
signed as V.P. of FMGP INCORPORATED, a Delaware corporation, the corporation
that executed the within and foregoing instrument as the general partner of FMGP
ASSOCIATES, an Oregon limited partnership, itself the limited partnership that
executed the within and foregoing instrument as a general partner of REAL ESTATE
PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, and acknowledged
said instrument to be the free and voluntary act and deed of said corporation,
and that said corporation executed the same, pursuant to its bylaws or a
resolution of its board of directors, as the general partner of said limited
partnership; and that said limited partnership executed the same as a general
partner of said partnership, and that said partnership executed the same.
(NOTARIAL SEAL) XXXXXXXX XXXXXXX
-----------------------------------------
Notary Public for Oregon
Residing at: Portland, OR
----------------------------
My commission expires:
------------------
STATE OF OREGON )
) ss.
County of Multnomah )
On this 20th day of December, 1996, before me, Xxxxx X. Xxxxx
[notary's name], a Notary Public of the State of Oregon, duly commissioned and
sworn, personally appeared XXXXX X. XXXXX, to me personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the written instrument, as the Vice President and Secretary of XXXX
XXXXX OF ALASKA, INC., an Alaskan corporation, of and on behalf of such
corporation and acknowledged to me that such corporation executed the same.
(NOTARIAL SEAL) XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
Residing at: Beaverton, Oregon
----------------------------
My commission expires: 03/02/97
------------------
FM Form - Memorandum of Modification of Lease
12/20/96
EXHIBIT A
---------
Legal Description
of
Property
PARCEL I:
---------
All that portion of the following described property lying ENTIRELY within Lot
Eight (8) of Section Two (2), Township One South (T1S), Range One West (R1W),
Fairbanks Meridian, situate in the Records of the Fairbanks Recording District,
Fourth Judicial District, State of Alaska, being more particularly described as
follows:
Beginning at a Meander Xxxxxx Xx. 0 xx X.X. Xxxxxx Xx. 000;
Thence North 65 degrees 30' West 191.40 feet;
Thence North 61 degrees 30' West 45.00 feet to the mean high water line of the
right limit of Xxxxx Slough;
Thence North 26 degrees 58'44" West along said mean high water line a distance
of 83.59 feet to a point of intersection with the Easterly boundary line of a
tract of land conveyed by deed recorded December 10, 1974 in Deed Records Volume
283 at Page 247 and its extension Southerly;
Thence North 28 degrees 44'34" East along the Easterly boundary line of said
tract conveyed by deed recorded December 10, 1974 in Deed Records Volume 283 at
Page 247 a distance of 375.00 feet to a point on the South right-of-way line of
College Road (State of Alaska, Department of Highways Project No. S-0644(4)),
50.00 feet right of center line Station "L" 210+35;
Thence South 61 degrees 15'26" East along the South right-of-way line of said
College Road a distance of 338.58 feet to a point of curvature, said point of
curvature being 50.00 feet right of center line Station "L" 210+73.58;
Thence along a curve to the right of radius 1859.86 feet an arc length of 343.75
feet to a point of intersection with curved Westerly right-of-way line of the
Old Xxxxxx Highway (sometimes referred to as the Graehl Road) as more
particularly described in deed recorded July 15, 1964 in Deed Records Volume 168
at Page 74 (the chord bears South 55 degrees 57'47" East 343.26 feet);
Thence along the Westerly right-of-way line of the Old Xxxxxx Highway (sometimes
referred to as the Graehl Road) on a curve to the right of radius 65.00 feet an
arc length of 58.35 feet to a point of tangency (the chord bears South 34
degrees 49'11" West 56.41 feet);
FM Form - Memorandum of Modification of Lease
1/2/96
4
Thence South 60 degrees 32' West along the Westerly right-of-way line of said
Old Xxxxxx Highway (sometimes referred to Graehl Road) a distance of 364.42 feet
to a point of intersection with the South boundary line of said Section Two (2);
Thence North 64 degrees 33' West 177.77 feet to the POINT OF BEGINNING.
PARCEL II:
----------
Portion of Section Two (2), Township One South (T1S), Range One West (R1W),
Fairbanks Meridian, lying Southwesterly of the intersection of College Road and
Graehl Road described as follows:
Commencing at the quarter corner along the line of Sections Two (2) and Eleven
(11), said quarter corner being South 89 degrees 56' West from the said section
corner;
Thence along the South boundary of the Homestead North 82 degrees 17' West a
distance of 554.4 feet to corner No. 3 of said Homestead;
Thence xxx Xxxx a distance of 626.0 feet along the South boundary of said
Homestead;
Thence South 60 degrees 32' West a distance of 156.0 feet along the West
right-of-way of the Graehl Road and the POINT OF BEGINNING of the area herein
described;
Thence North 64 degrees 33' West a distance of 181.0 feet, said point being
identical with corner No. 2 of the Homestead;
Thence North 65 degrees 30' West a distance of 4.68 feet;
Thence continuing North 65 degrees 30' West 160.0 feet;
Thence North 30 degrees 17' East a distance of approximately 410 feet to the
Southwesterly right-of-way line of College Road;
Thence South 59 degrees 43' East along said right-of-way line a distance of 160
feet, more or less;
Thence continuing along Southwesterly right-of-way line of College Road South 61
degrees 12' East a distance of 310 feet, more or less;
Thence along a curve to the right 65.0 feet radius a distance of 127.01 feet;
Thence South 60 degrees 32' West a distance of 356.1 feet along the Westerly
right-of-way line of Graehl Road to the POINT OF BEGINNING.
EXCEPTING THEREFROM, any portion lying within Lot Eight (8) of said Section Two
(2).
FM Form - Memorandum of Modification of Lease
1/2/96
5
PARCEL III:
-----------
A tract of land located within and being a portion of U.S. Survey No. 848, being
within Township One South (T1S), Range One West (R1W), Fairbanks Meridian,
situate in the Records of the Fairbanks Recording District, Fourth Judicial
District, State of Alaska, being more particularly described as follows:
Beginning at Meander Xxxxxx Xx. 0 xx X.X. Xxxxxx Xx. 000;
Thence North 65 degrees 30' West 191.40 feet;
Thence North 61 degrees 30' West 45.00 feet to the mean high water line of the
right limit of Xxxxx Slough;
Thence North 26 degrees 58'44" West along said mean high water line a distance
of 83.59 feet to a point of intersection with the Easterly boundary line of a
tract of land conveyed by deed recorded December 10, 1974 in Deed Records Volume
283 at Page 247 and its extension Southerly;
Thence North 28 degrees 44'34" East along the Easterly boundary line of said
tract conveyed by deed recorded December 10, 1974 in Deed Records Volume 283 at
Page 247 a distance of 375.00 feet to a point on the South right-of-way line of
College Road (State of Alaska, Department of Highways Project No. S-0644(4)),
50.00 feet right of center line Station "L" 210+35;
Thence South 61 degrees 15'26" East along the South right-of-way line of said
College Road a distance of 338.58 feet to a point of curvature, said point of
curvature being 50.00 feet right of center line Station "L" 210+73.58;
Thence along a curve to the right of radius 1859.86 feet an arc length of 343.75
feet to a point of intersection with the curved Westerly right-of-way line of
the Old Xxxxxx Highway (sometimes referred to as the Graehl Road) as more
particularly described in deed recorded July 15, 1964 in Deed Records Volume 168
at Page 74 (the chord bears South 55 degrees 57'47" East 343.26 feet);
Thence along the Westerly right-of-way line of the Old Xxxxxx Highway (sometimes
referred to as the Graehl Road) on a curve to the right of radius 65.00 feet an
arc length of 58.35 feet to a point of tangency (the chord bears South 34
degrees 49'11" West 56.41 feet);
Thence South 60 degrees 32' West along the Westerly right-of-way line of said
Old Xxxxxx Highway (sometimes referred to as Graehl Road) a distance of 364.42
feet to a point of intersection with the South boundary line of said Section Two
(2);
Thence North 64 degrees 33' West 177.77 feet to the POINT OF BEGINNING.
EXCEPTING THEREFROM the following described tract of land, lying Southwesterly
of the intersection of College Road and Graehl Road described as follows:
FM Form - Memorandum of Modification of Lease
1/2/96
6
Commencing at the quarter corner along the line of Sections Two (2) and Eleven
(11), said quarter corner being South 89 degrees 56' West from the said section
corner;
Thence along the South boundary of the Homestead North 82 degrees 17' West a
distance of 554.4 feet to corner No. 3 of said Homestead;
Thence xxx Xxxx a distance of 626.0 feet along the South boundary of said
Homestead;
Thence South 60 degrees 32' West a distance of 156.0 feet along the West
right-of-way of the Graehl Road and the POINT OF BEGINNING of the area herein
described;
Thence North 64 degrees 33' West a distance of 181.0 feet said point being
identical with corner No. 2 of the Homestead;
Thence North 65 degrees 30' West a distance of 4.68 feet;
Thence continuing North 65 degrees 30' West 160.0 feet;
Thence North 30 degrees 17' East a distance of approximately 410 feet to the
Southwesterly right-of-way line of College Road;
Thence South 59 degrees 43' East along said right-of-way line a distance of 160
feet more or less;
Thence continuing along Southwesterly right-of-way line of College Road South 61
degrees 12' East a distance of 310 feet more or less;
Thence along a curve to the right of 65.0 feet radius a distance of 127.01 feet;
Thence South 60 degrees 32' West a distance of 356.1 feet along the Westerly
right-of-way line of Graehl Road to the POINT OF BEGINNING.
FM Form - Memorandum of Modification of Lease
1/2/96
7
APPENDIX 10J(35
XXXXX
RECORDING REQUESTED
BY AND WHEN RECORDED
RETURN TO:
Xxxx Xxxxx, Inc.
X.X. Xxx 00000
Xxxxxxxx, Xxxxxx 00000
Attn: Property Management
--------------------------------------------------------------------------------
LEASE ASSIGNMENT AGREEMENT
(XXXXX STREET, PORTLAND)
This Lease Assignment Agreement (this "Agreement"), dated as of December
16, 1996, between XXXX XXXXX, INC., a Delaware corporation, whose address is XX
Xxx 00000, Xxxxxxxx, Xxxxxx 00000 ("Assignor"), and REAL ESTATE PROPERTIES
LIMITED PARTNERSHIP, an Oregon limited partnership whose address is Suite 300,
00000 XX Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 ("Assignee"), recites and provides
as follows:
A. Assignor is the tenant, and Assignee is the landlord, under that certain
lease agreement dated as of October 22, 1986, covering the real property
described on Exhibit A hereto (the "Xxxxx Lease").
B. Assignor is the sublessor under that certain sublease agreement dated as
of December 30, 1991, wherein the sublessee is Fabric Depot, Inc. (the "Xxxxx
Sublease").
FOR good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Assignor hereby sells, assigns, transfers, conveys and delivers to
Assignee all of Assignor's right, title and interest as tenant under the Xxxxx
Lease. Assignee hereby accepts the foregoing assignment.
2. Assignor hereby sells, assigns, transfers, conveys and delivers to
Assignee all of Assignor's right, title and interest as sublessor under the
Xxxxx Sublease. Assignee hereby accepts the foregoing assignment.
3. Assignee agrees to assume Assignor's obligations under the Xxxxx Lease
and the Xxxxx Sublease, accruing from and after the date hereof, and agrees that
Assignor shall be released therefrom; provided, however, that Assignee does not
assume, and Assignor shall remain fully responsible for, and agrees to
discharge, any obligations or liabilities under the Xxxxx Lease or the Xxxxx
Sublease that either (i) arise out of the Xxxxx Sublease and have not been
disclosed on the
Printed December 13, 0000
XXXXX XXXXXX LEASE ASSIGNMENT
1
face of the copy of the Xxxxx Sublease provided by Assignor to Assignee or in
other written documentation relating to the Xxxxx Lease or Xxxxx Sublease in
Assignee's possession, or (ii) accrued or arose from or out of a set of facts
existing prior to the date hereof ("Assignor's Liabilities"). Assignee will
indemnify, defend and hold harmless Assignor from and against liabilities,
costs, expenses and damages, including attorneys' fees, arising from Assignee's
failure to perform its obligations hereunder, except for liabilities that arise
from Assignor's failure to perform its obligations hereunder or to discharge
Assignor's Liabilities. Assignee assumes no liabilities or obligations of
Assignor of any nature whatsoever, whether or not accrued or affixed, absolute
or contingent, known or unknown, determined or determinable, or incurred prior
to, on or after the Closing Date.
4. Assignor represents, warrants and covenants to and with Assignee that:
(1) Assignor has good and indefeasible title to the leasehold interests assigned
hereby, subject to no encumbrances created or suffered by Assignor (other than
the Xxxxx Sublease itself); (2) Assignor has the full right, power and authority
to assign such leasehold interests to Assignee in accordance herewith; and (3)
Assignor will defend Assignee's right, title and interest in and to the
leasehold interests from and against any claim by, through or under Assignor.
5. This Agreement shall bind and inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors, heirs, and
permitted assigns. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one agreement binding on all the
parties. Each party agrees, at the request of the other party, at any time and
from time to time after the date hereof, to execute and deliver all such further
documents, and to take and forbear from all such action, as may be reasonably
necessary or appropriate in order more effectively to perfect the transfers of
rights contemplated herein or otherwise to confirm or carry out the provisions
of this Agreement.
6. The parties have agreed to prorate the base rent accruing under the
lease agreements as of the date hereof. The parties further agree that the
percentage rent accruing under the Xxxxx Sublease shall be prorated effective as
of the date hereof, on a calendar year basis. Promptly upon receipt of the gross
sales report for calendar year 1996 under the Xxxxx Sublease, Assignee will
provide a copy thereof to Assignor. Promptly upon receipt of payment of
percentage rent pursuant to the Xxxxx Sublease for calendar year 1996, Assignee
shall pay to Assignor Assignee's pro rata share of such percentage rent, based
on the number of days in calendar year 1996 prior to and after the date hereof.
7. Assignee leases the property that is the subject of the Xxxxx Lease from
Xxxxxxx Xxxxxxxxxxxx, trustee for the Xxxxxxx Trust ("Ground Lessor"), pursuant
to a ground lease agreement (the "Ground Lease"). The Ground Lease currently is
scheduled to expire on July 31, 2006; Assignee has one option to extend such
term for ten years to July 31, 2016. If Assignee determines not to exercise its
option to extend the term of the Ground Lease to 2016, Assignee will notify
Assignor of such fact at least 45 days prior to the required date for exercise
of such option, and will concurrently provide to Assignor copies of all then
existing subleases and
Printed December 13, 0000
XXXXX XXXXXX LEASE ASSIGNMENT
2
contracts affecting the property, and all material reports and information
concerning the property in Assignor's possession. Assignor will then have an
option to assume the Ground Lease (and all subleases and contracts), to be
exercised by notice to Assignee prior to the required option exercise date under
the Ground Lease. If Assignor exercises such option, Assignee will assign the
Ground Lease, subleases and contract to Assignor, and Assignor will assume the
same, the parties will prorate expenses and rents as of the date of assignment,
and Assignor or Assignee, as the case may be, will timely exercise the option to
extend the term of the Ground Lease. Assignor's assumption will include
assumption of the obligations of Assignor under the Indemnity Agreement.
8. Notices. All demands or notices required or permitted to be given
hereunder shall be in writing. Notices may be served by certified or registered
mail, postage paid with return receipt requested; by facsimile, or other
telecommunication device capable of transmitting or creating a written record
(provided that a copy is also sent by U.S. Mail, first class); or personally.
Mailed notices shall be deemed delivered five (5) days after mailing, properly
addressed. Telex or telecommunicated notices shall be deemed delivered when
receipt is either confirmed by confirming transmission equipment or acknowledged
by the addressee or its office. Personal delivery shall be effective when
accomplished. Unless a party changes its address by giving notice to the other
party as provided herein, notices shall be delivered to the parties at the
following addresses:
Assignee: REAL ESTATE PROPERTIES LIMITED PARTNERSHIP
Suite 300
00000 XX Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attn: Vice President
Facsimile No. (000) 000-0000
Printed December 13, 0000
XXXXX XXXXXX LEASE ASSIGNMENT
3
Assignor: Xxxx Xxxxx, Inc.
X.X. Xxx 00000
Xxxxxxxx, Xxxxxx 00000-0000
(Street Address - 0000 X.X. 00xx Xxxxxx, Xxxxxxxx, Xxxxxx 00000)
Attn: Property Management
Facsimile No.: (000) 000-0000
EXECUTED effective the date first written above.
ASSIGNEE: REAL ESTATE PROPERTIES LIMITED PARTNERSHIP,
an Oregon limited partnership, by FMGP Associates, an
Oregon limited partnership, its general partner, by FMGP
Incorporated, a Delaware corporation, its general partner
By: XXXXX X. XXXXX
------------------------------------------------
Title: Vice President
---------------------------------------------
Date Executed: 12/13/96
-------------------------------------
ASSIGNOR: XXXX XXXXX, INC., a Delaware corporation
By: XXXXX X. XXXXXX
------------------------------------------------
Xxxxx X. Xxxxxx, Senior Vice President
Date Executed: 12/13/96
-------------------------------------
STATE OF OREGON )
) ss.
COUNTY OF MULTNOMAH )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxxx, as Senior Vice President of XXXX XXXXX, INC., a Delaware
corporation, on behalf of the corporation.
(NOTARIAL SEAL) XXXXX X. XXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 5/4/98
------------------
Printed December 13, 0000
XXXXX XXXXXX LEASE ASSIGNMENT
4
STATE OF OREGON )
) ss.
COUNTY OF Multnomah )
This instrument was acknowledged before me this 13th day of December, 1996,
by Xxxxx X. Xxxxx, as Vice President of FMGP Incorporated, a Delaware
corporation, the general partner of FMGP Associates, an Oregon limited
partnership, the general partner of REAL ESTATE PROPERTIES LIMITED PARTNERSHIP,
an Oregon limited partnership, on behalf of the corporation in such capacity.
(NOTARIAL SEAL) XXXXXX X. XXXXXXXXX
-----------------------------------------
Notary Public for Oregon
My Commission Expires: 6/8/99
------------------
Printed December 13, 0000
XXXXX XXXXXX LEASE ASSIGNMENT
5
Exhibit A
Legal Description
Beginning at a point 40.00 feet South of the North line of
Section 2 and on the East line of the NW 1/4 of the NW 1/4
of the NW 1/4 of said Section 2, T. 1 S., R. 2 E., X.X.
Multnomah County, Oregon; thence southerly from said point
of beginning along the East line of the NW 1/4 of the NW 1/4
of the NW 1/4 a distance of 651.29 feet to a point in the
South line of NW 1/4 of the NW 1/4 of the NW 1/4; thence
Westerly along said South line a distance of 613.13 feet to
a point in the East line of SE 122nd Avenue, said point
being 45.00 feet Westerly of the West line of said Section
2; thence Northerly along the East line of SE 122nd Avenue
and parallel to the West line of said Section a distance of
235.96 feet; thence Easterly and parallel to the North line
of said Section a distance of 180.00 feet; thence Northerly
and parallel to the West line of said Section a distance of
30.00 feet; thence Easterly and parallel to the North line
of said Section a distance of 100.00 feet; thence Northerly
and parallel to the West line of said Section a distance of
390.00 feet to a point in the South line of XX Xxxxx Street
said point being 40.00 feet south of the North line of said
Section; thence Easterly along the South line of XX Xxxxx
Street and parallel to the North line of said Section a
distance of 337.23 feet to the point of beginning.
Page 1 of 1 - Legal Description for Xxxx Xxxxx Xxxxx Street Lease Assignment
AGREEMENT and SUPPLEMENT
TO LEASEHOLD ASSIGNMENT AND MODIFICATION AGREEMENT
(Xxxxx Street, Portland, Oregon)
This Agreement and Supplement to Leasehold Assignment and Modification
Agreement (this "Agreement"), dated as of December 20, 1996 is between REAL
ESTATE PROPERTIES LIMITED PARTNERSHIP, an Oregon limited partnership, formerly
known as XXXX XXXXX REAL ESTATES PROPERTIES, LTD., whose address is Suite 200,
00000 XX Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 ("REPLP"), and XXXX XXXXX, INC., a
Delaware corporation ("Xxxx Xxxxx").
REPLP and Xxxx Xxxxx have entered into a Leasehold Assignment and
Modification Agreement (the "Assignment Agreement"). Pursuant to Section 6.2 of
the Assignment Agreement, Xxxx Xxxxx is assigning to REPLP the interest of Xxxx
Xxxxx in a sublease of the Xxxxx Street property to Fabric Depot Inc. (the
"Sublease"). As part of the consideration of this transaction, Xxxx Xxxxx has
agreed to pay the pending assessment in the amount of $36,215 payable to the
City of Portland as a connection fee/sewer system development charge for the
Mid-County Sewer Project (the "Sewer LID") attributable to the Xxxxx Street
property, since the parties have been unable to obtain the consent of the fee
owner as to a proposed Xxxxxxxx bonding of the Sewer LID. Under the terms of the
Sublease, the tenant is obligated to pay to Xxxx Xxxxx as landlord the amount of
what the bonded assessment would be for any special assessments, whether or not
Xxxx Xxxxx elects to bond the special assessment. The parties desire to enter
into this Agreement to confirm certain responsibilities relating to the receipt
and handling of payments that may be received by REPLP as assignee of payments
on account of the Sewer LID.
FOR VALUE RECEIVED, the parties acknowledge, covenant and agree with each
other as follows: (i) REPLP will use commercially reasonable efforts to xxxx and
collect the payments owed by the tenant on account of the Sewer LID, will use
commercially reasonable efforts to enforce the obligation of the tenant to pay
such sums, will promptly (within 10 days after receipt of the funds) turn the
amount so collected on account of the Sewer LID, and will keep Xxxx Xxxxx
informed about any default or other event known from time to time by REPLP that
could, in REPLP's opinion, affect the ability of REPLP to collect on a monthly
basis the amount of the Sewer LID; (ii) any interest or late charge that the
Sublease imposes for late payment of the Sewer LID amounts will accrue to the
benefit of Xxxx Xxxxx, as and when collected from the tenant; (iii) on any
extension or renewal by REPLP of the Sublease or any new lease by REPLP of the
Xxxxx Street property, REPLP will require the tenant to pay the Sewer LID
amounts attributable to the term of the lease (but no provision of this
Agreement will be construed as a guarantee of payment of the Sewer LID amount by
REPLP); and (iv) the parties will reasonably co-operate with each other
concerning matters arising in connection with the collection of the Sewer LID
amounts from the tenant, and proper accounting of payments received and
forwarded or paid by REPLP to Xxxx Xxxxx pursuant hereto.
This Agreement will constitute a supplement to the Assignment Agreement
referenced above, will NOT be merged into the closing documents under the
Assignment Agreement, and shall survive the closing of the assignment to REPLP
of Xxxx Xxxxx'x interest in the Sublease. All General Provisions of the
Assignment Agreement are incorporated herein by this reference, as though fully
set forth herein.
This Agreement shall bind and inure to the benefit of, and be enforceable
by, the parties hereto and their respective successors, heirs, and permitted
assigns.
This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement binding on all the parties.
Each party agrees, at the request of the other party, at any time and from
time to time after the date hereof, to execute and deliver all such further
documents, and to take and forebear from all such action, as
may be reasonably necessary or appropriate in order more effectively to perfect
the transfers of rights contemplated herein or otherwise to confirm or carry out
the provisions of this Agreement.
IN WITNESS WHEREOF, each party has caused this instrument to be duly
executed and delivered by its duly authorized officers effective as of the date
first written above.
REPLP: REAL ESTATE PROPERTIES LIMITED
PARTNERSHIP,
an Oregon limited partnership,
By FMGP ASSOCIATES, an Oregon limited
partnership, its General Partner
By FMGP INCORPORATED, a Delaware
corporation, its General Partner
By: _______________________________________
Name: _____________________________________
Its: ______________________________________
FMI: XXXX XXXXX, INC.
By: XXXXX X. XXXXX
------------------------------------------
Name: Xxxxx X. Xxxxx
----------------------------------------
Its: Senior Vice President and Secretary
-----------------------------------------
EXHIBIT A
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The Lease covers the following property:
Beginning at a point 40.00 feet South of the North line of
Section 2 and on the East line of the NW 1/4 of the NW 1/4
of the NW 1/4 of said Section 2, T. 1 S., R. 2 E., X.X.
Multnomah County, Oregon; thence southerly from said point
of beginning along the East line of the NW 1/4 of the NW 1/4
of the NW 1/4 a distance of 651.29 feet to a point in the
South line of NW 1/4 of the NW 1/4 of the NW 1/4; thence
Westerly along said South line a distance of 613.13 feet to
a point in the East line of SE 122nd Avenue, said point
being 45.00 feet Westerly of the West line of said Section
2; thence Northerly along the East line of SE 122nd Avenue
and parallel to the West line of said Section a distance of
235.96 feet; thence Easterly and parallel to the North line
of said Section a distance of 180.00 feet; thence Northerly
and parallel to the West line of said Section a distance of
30.00 feet; thence Easterly and parallel to the North line
of said Section a distance of 100.00 feet; thence Northerly
and parallel to the West line of said Section a distance of
390.00 feet to a point in the South line of XX Xxxxx Street
said point being 40.00 feet south of the North line of said
Section; thence Easterly along the South line of XX Xxxxx
Street and parallel to the North line of said Section a
distance of 337.23 feet to the point of beginning.
