ADDENDUM NO. 5 TO AMENDED AND RESTATED GROUND LEASE
Exhibit
10.46
ADDENDUM
NO. 5 TO AMENDED
AND
RESTATED GROUND LEASE
This
ADDENDUM NO. 5 TO AMENDED AND RESTATED GROUND LEASE (this "Addendum")
is
made as of January 1, 2007, by and between THE IRVINE COMPANY LLC, a Delaware
limited liability company ("Landlord"),
and
XXXXX NURSERIES, INC., a California corporation ("Tenant").
RECITALS
A.
Landlord and Tenant are parties to that certain Amended and Restated Ground
Lease dated September 1, 1996 (the "Original
Lease"),
as
amended by Addendum No. 1 to Amended and Restated Ground Lease dated as of
October 26, 1996 ("Addendum
No. 1"),
Addendum No. 2 to Amended and Restated Ground Lease dated as of December 18,
1997 ("Addendum
No. 2"),
Addendum No. 3 to Amended and Restated Ground Lease dated as of May 19, 2003
("Addendum
No. 3")
and
Addendum No. 4 to Amended and Restated Ground Lease dated as of September 23,
2005 ("Addendum
No. 4").
The
Original Lease, Xxxxxxxx Xx. 0, Xxxxxxxx Xx. 0, Xxxxxxxx Xx. 0 and Addendum
No.
4 are sometimes hereinafter collectively referred to as the "Amended
Lease."
Pursuant to the Amended Lease, Tenant leases certain premises from Landlord
as
more particularly described therein (the "leased
premises").
B.
Landlord and Tenant desire to extend the term of the Amended Lease as to a
portion of the leased premises, as set forth in this Addendum
C.
Capitalized terms used in this Addendum but not defined herein shall have the
same meaning given in the Amended Lease.
D.
The
Amended Lease, as modified by this Addendum, is hereinafter referred to as
the
"Lease."
AGREEMENT
In
consideration of the foregoing recitals and the mutual covenants and conditions
set forth in this Addendum, Landlord and Tenant hereby amend the Amended Lease
as follows:
1. Reconfiguration
of "Area 1" and "Area 2." Pursuant
to Xxxxxxxx Xx. 0, x xxxxxxx xx "Xxxx X" (xx shown on Exhibit "A" to Addendum
No. 3) described as "Area 1" was to be deleted from the leased premises as
of
June 30, 2006, and the remainder of Area C (described in Addendum No. 3 as
"Area
2") was to be deleted from the leased premises on December 31, 2006. Pursuant
to
a verbal agreement of Landlord and Tenant, the configuration of "Area 1" and
"Area 2" was changed to be as shown on Exhibit
"A" attached
hereto. Landlord and Tenant hereby confirm that the configuration of "Area
1"
and "Area 2" is as shown on Exhibit
"A" and
that
"Area 1" was deleted from the leased premises as of June 30, 2006.
2. Deletion
of "Area 2."
(a)
Extension
as to Westerly Six Hundred Feet of "Area 2." Effective
upon the execution of this Addendum, the term of the Lease for that portion
of
"Area 2" described generally as the six hundred (600) feet immediately adjacent
to and easterly of Xxxxxxx Road, between Irvine Blvd. and Portola Parkway,
and
shown on Exhibit
"A" attached
hereto (the "Xxxxxxx
Road Parcel")
shall
be extended until 5:00 P.M. on June 30, 2007. The Xxxxxxx Road Parcel shall
automatically and without further notice be removed from the leased premises,
and the Lease shall automatically and without further notice terminate as to
such area, effective 5:00 P.M. on June 30, 2007.
(b)
Deletion
as to Remainder of "Area 2." Except
for the Xxxxxxx Road Parcel, the remainder of "Area 2" as shown on Exhibit
"A"
shall automatically and without further notice be removed from the leased
premises, and the Lease shall automatically and without further notice terminate
as to such area, effective 5:00 P.M. on December 31, 2006.
3. Deleted
4. Authority.
Each of
the parties executing this Addendum on behalf of a corporation or limited
liability company as indicated below represents and warrants that he/she is
duly
authorized to execute and deliver this Addendum on behalf of such corporation
or
limited liability company, that such execution and delivery has been approved
by
such entity's Board of Directors or other governing body, and that this Addendum
is binding upon said corporation in accordance with its terms.
5. Continued
Effect.
The
Amended Lease, as specifically modified by this Addendum, shall continue in
full
force and effect.
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IN
WITNESS WHEREOF, this Addendum No. 5 to Amended and Restated Ground Lease is
executed as of the day and year first above written.
|
THE
IRVINE COMPANY LLC,
a Delaware limited liability company
|
XXXXX
NURSERIES, INC.,
a
California corporation
|
||
| By: /s/ Xxxxxx X. Xxxxxxx | By: /s/ Xxxxxxx Xxxxxxxx | ||
| Xxxxxx X. Xxxxxxx | Name: Xxxxxxx Xxxxxxxx | ||
| Senior Vice President | Title: CFO |
|
|
|
||
| By: /s/ Xxxxx Xxxxxxxx | By: /s/ Xxxxxx X. Xxxxxxxx | ||
| Xxxxx Xxxxxxxx, | Name: Xxxxxx X. Xxxxxxxx | ||
| Vice President | Title: CEO | ||
|
“Landlord”
|
“Tenant”
|
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