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EXHIBIT 10.28.5
FIFTH AMENDMENT TO LEASE AGREEMENT
FIFTH AMENDMENT TO LEASE AGREEMENT dated as of June 23, 1997 between
TriNet Essential Facilities VIIIR, Inc., a Maryland corporation (TriNet), and
Caterair International Corporation, a Delaware corporation (Caterair).
This Fifth Amendment to Lease Agreement amends and forms a part of the
eight separate Lease Agreements, each dated as of May 15, 1993, between TriNet,
as landlord, and Caterair, as tenant, as amended by First Amendment to Lease
Agreement dated as of September 22, 1995, as amended by Second Amendment to
Lease Agreement dated as of December 1, 1995, as amended by Third Amendment to
Lease Agreement dated as of June 1, 1996, and as amended by Fourth Amendment to
Lease dated as of December 23, 1996 relating to property described on Exhibit A
hereto (collectively, the Lease).
Pursuant to the First Amendment to Lease Agreement, Caterair agreed to
perform certain specified remedial work and delivered a letter of credit drawn
on The Bank of New York in the amount of $1,000,000 to TriNet as security for
the performance of remedial work on the property subject to the Lease and
certain other property leased by Caterair from an affiliate of TriNet. Pursuant
to the Second Amendment to Lease Agreement, the date for completion of such
remedial work was extended to June 1, 1996. Pursuant to the Third Amendment to
Lease Agreement, the date for completion of such remedial work was extended to
November 15, 1996 and the amount of the letter of credit was reduced to
$500,000. Pursuant to the Fourth Amendment to Lease, the date for completion of
such remedial work was extended to April 30, 1997 and the amount of the letter
of credit was reduced to $100,000. Caterair has requested that the date for
completion of the remedial work be extended to October 31, 1997.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, TriNet and Caterair hereby agree as follows:
1. Section 4.1 of the First Amendment to Lease Agreement is hereby amended
and restated in its entirety as follows:
4.1 Tenant hereby agrees to perform the necessary remedial work to the premises
identified in the Leases set forth in Schedule 1 hereto with respect to the
matters described in Xxxx Xxxxxxxxx'x letter to Tenant, dated September 14,
1995, and to complete such work on or before October 31, 1997. Tenant has
delivered to Landlord a clean irrevocable letter of credit identified as The
Bank of New York's Letter of Credit Ref. No. S00034339 to secure performance of
such remedial work; such letter of credit was amended on July 29, 1996 to reduce
the available credit to $500,000 and to extend the expiration date to December
31, 1996; such letter of credit was further amended to reduce the available
credit to $100,000 and to extend its expiration date to June 30, 1997; Tenant
shall cause such letter of credit to be further amended to extend its expiration
date to November 28, 1997 (the "Amended Letter of Credit"). Upon completion of
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such remedial work by Tenant, Landlord shall return the Amended Letter of Credit
to Tenant. If the remedial work is not substantially completed by October 31,
1997, Landlord may draw on the Amended Letter of Credit from time to time to
fund the cost or estimated cost of such work plus a management fee equal to 10%
of such cost. Landlord shall remit any unspent balance to Tenant upon completion
of such remedial work.
2. Attached hereto as Exhibit A is a copy of a June ___, 1997 amendment to
The Bank of New York letter of credit no. S00034339, which has the effect of
extending the expiration date to November 28, 1997 and making such letter of
credit assignable by TriNet. TriNet consents to such amendment and agrees to
notify The Bank of New York of such consent.
3. This Fifth Amendment to Lease Agreement may be executed by each party
on a separate counterpart, and such counterparts shall together constitute a
single instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to
Lease Agreement to be executed as of the date first above set forth.
TriNet Essential Facilities VIIIR, Inc.
By: /s/ Jo Xxx Xxxxxx
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Name:
Title:
Caterair International Corporation
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Assistant Secretary
