FIRST AMENDMENT TO LEASE
Exhibit
10.50
FIRST
AMENDMENT TO LEASE
THIS
FIRST AMENDMENT TO LEASE (this “Amendment”)
is
dated as of October 2, 2006 by and between XXXXX NURSERIES, INC., a California
corporation (“Tenant”),
and
QUANTUM VENTURES, LLC, a Florida limited liability company (“Landlord”).
R
E C I T
A L S
A. Landlord
and Tenant have previously entered into that certain Lease dated
November 7, 2005, as amended by that certain First Amendment to Sublease
dated of even date herewith (as amended, the “Lease”).
B. Concurrently
herewith, Tenant, as sublandlord, and Costa Nursery Farms, LLC, a Florida
limited liability company, as subtenant (“Subtenant”)
shall
enter into that certain Sublease dated of even date herewith for the premises
further described therein (“Sublease”).
C. Concurrently
herewith, Landlord and Subtenant shall enter into that certain Consent and
Recognition Agreement dated of even date herewith (“Consent
Agreement”).
D. All
capitalized terms used herein without definition are defined as set forth in
the
Lease.
E. Landlord
and Tenant hereby desire by this Amendment to amend the Lease upon and subject
to each of the terms, conditions, and provisions set forth herein.
NOW,
THEREFORE, in consideration of the recitals set forth above, the agreements
set
forth below and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:
1. Reduction
of Premises/Term.
Landlord and Tenant acknowledge and agree that the premises has been reduced
to
the Reduced Premises in accordance with the terms of the Lease. Landlord and
Tenant hereby reduce the Lease Term of the Lease so that the Lease Term will
expire on June 30, 2007. From and after the date of this Amendment, the
term “Lease
Term”
shall
mean the Lease Term as reduced pursuant to this Amendment. Landlord and Tenant
acknowledge and agree that notwithstanding anything to the contrary in
Sections 2 and 3 of the Lease, Tenant shall not have any options to extend
the Lease Term.
2. Consent
to Sublease.
Landlord hereby consents to the Sublease, however the consent to the Sublease
shall not in any way reduce, modify or absolve the Tenant from the obligations
under the Lease. Landlord and Tenant acknowledge that Landlord’s consent
to the Sublease shall not constitute a consent to further subleases, assignments
and transfers by Tenant of its interest in the Lease or the Premises.
3. Bonus
Rent.
In
consideration for Landlord’s consent to the Sublease, Tenant agrees that fifty
percent (50%) of the rent required to be paid to the Tenant from Subtenant
under
the Sublease as attached hereto (“Sublease
Rent”),
shall
be paid by Tenant to Landlord within no later than the fifth (5) day of each
calendar month. Landlord and Tenant acknowledge and agree that Tenant will
continue to have the obligation to pay Rent to Landlord for the remainder of
the
Lease Term in the amount of Three Thousand Seven Hundred Seventeen and 08/100
Dollars ($3,717.08) per month.
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4. Effectiveness.
This
Amendment shall not become effective or binding upon Landlord or Tenant until
the (a) “closing” under the Inventory and Asset Purchase Agreement dated of even
date herewith between Tenant and Subtenant; and (b) the execution by Landlord
of
the Consent Agreement.
5. Counterparts.
This
Amendment may be executed in any number of identical counterparts and delivered
by facsimile, and each counterpart hereof shall be deemed to be an original
instrument, but all counterparts hereof taken together shall constitute but
a
single instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Lease as of the date
first above written.
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Tenant:
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XXXXX
NURSERIES, INC., a California corporation
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By:
/s/
Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Chief Financial
Officer, Secretary and Treasurer
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Landlord:
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QUANTUM
VENTURES, LLC, a Florida limited liability company
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By:
/s/
Oscar Xxxxxxx
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Name:
Oscar
Xxxxxxx
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Its:
President
of Manager
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