Exhibit 10.121
SECOND AMENDMENT TO LEASE
(Tutti Animali)
THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made and entered into
as of the 27th day of January, 1999, by and between SOUTH COAST PLAZA, a
California general partnership ("Landlord"), and PLAY CO. TOYS & ENTERTAINMENT
CORP., a Delaware corporation ("Tenant"), with respect to the following:
RECITALS
Landlord is the successor to the landlord's interest and Tenant is the last
assignee of the tenant's interest pursuant to that certain lease dated July 31,
1986 between South Coast Plaza Expansion, a California limited partnership, as
the original Landlord, and Toys International (the "Original Lease"), as amended
by that certain First Amendment to Lease dated as of January 16, 1997 (the
"First Amendment," and together with the Original Lease, the "Lease"). The Lease
covers certain premises commonly known as Suite 130 (the "Premises") located in
the western portion of South Coast Plaza Retail Center in the City of Costa
Mesa, County of Orange, State of California (the "Center").
B. Pursuant to the First Amendment, the Lease currently expires on January
31, 1999 (the "Current Expiration Date"). Landlord and Tenant desire to extend
the Current Expiration Date and, for that purpose, enter into this Amendment.
AGREEMENT
IN CONSIDERATION OF the foregoing recitals and the mutual covenants
contained herein, Landlord and Tenant agrees as follows:
Current Expiration Date. The date "January 31, 1999" appearing in the First
Amendment is hereby amended to read "January 31, 2000."
Renovation and Remodeling. Landlord and Tenant acknowledge that Landlord
proposes to renovate and remodel or cause to be renovated and remodeled portions
of the Center. Such work (the "Renovation") shall or may include relocation of
certain tenant Enclosed Mall storefronts, renovation of the ceiling in the
Enclosed Mall, replacing certain staircases with escalators and elevators,
modifications to the exterior fascia of the Enclosed Mall building, construction
of a pedestrian bridge with a landing on the third floor of the Center across
Bear Street to the east of the Center, modifications to the parking structure
for the Center, renovation and retenanting of the building at the south end of
the Center formerly operated as a Xxxxxxxx'x-May store and renovation of the
building at the north end of the Center currently operated as a Macy's
department store. Landlord contemplates that such Renovation will be conducted
during calendar years 1999 and 2000. In connection with the Renovation, Landlord
and Tenant agree as follows: (a) There are no guaranties, promises,
representations or warranties by Landlord as to the scope of the Renovation or
the precise time period over which the same shall be conducted. Tenant
acknowledges that the plans for the Renovation are subject to change at any time
and from time to time and that the scheduling of the Renovation or any
components thereof is also subject to change from time to time with or without
notice to Tenant. Landlord will, upon written request by Tenant, advise Tenant
of Landlord's then best estimate of the scope and timing of the Renovation. Any
such estimate provided by Landlord is merely an estimate and should not be
regarded as a promise, guaranty, warranty or representation by Landlord. (b)
Conduct of the Renovation or various components thereof may result in noise,
dust, odors and inconvenience to Tenant and its employees, customers, vendors
and service personnel. Landlord shall take reasonable steps to minimize such
inconvenience and other deleterious effects. Tenant acknowledges that Landlord
cannot eliminate all such inconvenience and such deleterious effects and agrees
that neither the Renovation nor any of the possible effects thereof identified
in this subsection shall entitle Tenant to any abatement of rent, to any other
financial accommodation by Landlord or to terminate the Lease, as hereby
amended.
No Brokers. Each of Landlord and Tenant represents and warrants to the
other that it has retained or employed no broker, finder or agent in connection
with this Amendment and the transaction provided for herein, and that there is
no broker, finder or agent entitled to a fee or commission in connection with
this Amendment and the transaction provided for herein through the warranting
party. Each of Landlord and Tenant agrees to indemnify, defend and hold the
other harmless from and against all claims to a fee or commission made by any
broker, finder or agent claiming through or under the indemnifying party.
Payment shall not be a condition precedent to recovery upon the foregoing
indemnification provision. The foregoing indemnification provision shall include
a covenant by each indemnifying party to defend the indemnified party against
all claims for which indemnification is available pursuant to this paragraph
with legal counsel selected by the liability insurance carrier for the
indemnifying party or otherwise reasonably satisfactory to the indemnified
party.
Counterparts. This Amendment may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument. It shall not be necessary for
both parties to execute the same counterpart(s) of this Amendment for this
Amendment to become effective.
Defined Terms. All terms used in this Amendment with initial capital
letters and not defined herein shall have the meanings given to such terms in
the Lease.
Lease in Effect. Landlord and Tenant acknowledge and agree that the Lease,
as hereby amended, remains in full force and effect in accordance with its
terms.
Effectiveness. This Amendment shall be effective as of the date first set
forth above, notwithstanding any later execution and delivery by Landlord and/or
Tenant.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment
to Lease to be effective as of the date provided in paragraph 6 above.
PLAY CO. TOYS & ENTERTAINMENT CORP., a Delaware corporation
By
Title:
"Tenant"
SOUTH COAST PLAZA, a California general partnership
By: X. X. Xxxxxxxxxx & Sons, a California general partnership,
Managing General Partner
By
Manager
By
Manager
"Landlord"
