Exhibit 10.17d
THIRD AMENDMENT TO LEASE
This THIRD AMENDMENT TO LEASE ("Third Amendment") is made and entered into
as of the 31st day of October, 2002, by and between KINGSTON ANDRITA LLC, a
Delaware limited liability company ("Landlord"), and PLAYBOY ENTERTAINMENT
GROUP, INC., a Delaware corporation ("Tenant").
Recitals
A. Tenant and Landlord are parties to that certain Lease, dated September
20, 2001, as amended by that certain First Amendment to Lease (the "First
Amendment"), dated May 15, 2002, as further amended by that certain Second
Amendment to Lease (the "Second Amendment"), dated July 23, 2002 (as amended,
the "Lease"), pursuant to which Landlord leased to Tenant certain premises
located at 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx as more particularly
described in the Lease (the "Premises").
B. Certain disputes have arisen between Landlord and Tenant regarding the
responsibility for the prosecution of and payment for construction of certain
improvements at the Premises and Landlord and Tenant intend and desire to extend
the time available to Landlord and Tenant to resolve such disputes.
C. Landlord and Tenant desire to amend the Lease upon the terms and
conditions set forth below.
D. All capitalized terms used herein but not specifically defined in this
Third Amendment shall have the meanings ascribed to such terms in the Lease.
NOW, THEREFORE, in consideration of the mutual promises set forth
below and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Landlord and Tenant agree as follows:
1. Delay Offset Amount. Section 10(d) of the Second Amendment is hereby
amended by deleting the words "November 1, 2002" and substituting therefore the
words "December 1, 2002."
2. Postponement of Abatement Period. Section 9(b) of the Second Amendment
is hereby amended by adding the following language at the end of Section 9(b):
"Notwithstanding anything to the contrary in this Section 9, Tenant shall
not xxxxx any Base Rent for Landlord Delay Periods, except in accordance
with the following sentence. Commencing on December 1, 2002, Tenant shall
offset against Base Rent then due and any subsequent Base Rent that may
thereafter become due an amount in the aggregate equal to the sum of the
"Offset Amount" (defined below) calculated for each area of the Premises
set forth in the table contained in Section 9(a); provided, however, that
in no
event shall the aggregate amount of any abatement of the Base Rent for all
Landlord Delay Periods exceed $225,000. The "Offset Amount" for an area of
the Premises shown in Column 1 of the table in Section 9(a) shall be equal
to the product obtained by multiplying (a) the "Daily Amount" with respect
to such area of the Premises as set forth in Column 4 of the table in
Section 9(a) by (b) the number of days in the Landlord Delay Period, if
any, which may exist for such area of the Premises.
3. Lease in Full Force. Except for the amendment to the Lease provided for
in Section 1 of this Third Amendment, all other terms, covenants and conditions
of the Lease shall remain in full force and effect.
4. Successors and Assigns. This Third Amendment shall be binding upon and
shall inure to the benefit of Landlord and Tenant and their respective
successors and assigns.
5. Guarantor Consent. Guarantor, by executing the consent to this Third
Amendment set forth below, hereby agrees that the guaranteed obligations covered
by the Guaranty include all of the additional payment and other obligations of
Tenant set forth in this Third Amendment.
6. Counterparts. This Third Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute a single instrument.
{Signatures appear on next page}
IN WITNESS WHEREOF, this Third Amendment is executed on and as of the date
first written above.
KINGSTON ANDRITA LLC
By: /s/ E. Xxxxx Xxxxxxxxxx
-----------------------------------
Name: ______________________________
Title: _______________________________
PLAYBOY ENTERTAINMENT GROUP, INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx
---------------------------------
Title: EVP
--------------------------------
THIS THIRD AMENDMENT IS CONSENTED TO:
PLAYBOY ENTERPRISES, INC.,
Guarantor
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxx
---------------------------------
Title: Executive Vice President
--------------------------------
CAPITALSOURCE FINANCE LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
---------------------------------
Title: Managing Director
--------------------------------
