EXHIBIT 10.12
1995 AMENDMENT TO GROUND LEASE
(759 NORTH XXXXXXX, ORANGE, CALIFORNIA)
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THIS 1995 AMENDMENT TO GROUND LEASE ("AMENDMENT") is made as of the 11TH
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day of January, 1996, by and among XXXXXX X. XXXXXXXX, X. X. XXXXXX and XXXX X.
XXXXXX, Trustees of THE X. X. XXXXXX FAMILY TRUST, dated July 6, 1981, XXXXXX
XXXXX XXXXXX, as Executor of THE ESTATE OF XXXXXXXXX XXXXXX, deceased, X.
XXXXXXXX, XX. and XXXX X. XXXXXXXX, Trustees of THE XXXXXXXX TRUST dated August
28, 1989, XXXXXX XXXXX XXXXXX, as Trustee of THE XXXXXXXXX X. XXXXXXX
IRREVOCABLE TRUST Under Indenture dated March 1, 1982, and XXX X. XXXXXXX (as
and collectively hereinafter called "LESSORS"), and VARCO INTERNATIONAL, INC., a
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California corporation (as and hereinafter called "LESSEE").
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WITNESSETH THAT WHEREAS
A. Lessors are the lessors under that certain ground lease captioned
"GROUND LEASE", dated as of March 7, 1975, between X.X. Xxxxxxxx, X. Xxxxxxxx,
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Jr., Xxxxxxxxx Xxxxxx, X.X. Xxxxxx and Xxxx X. Xxxxxx and Xxx X. Xxxxxxx and
Xxxxxxx X. Xxxxxxx, as lessors, and Lessee, as lessee, as amended by amendments
dated as of May 1, 1975, January 1, 1982, January 1, 1984, February 8, 1985 and
April 12, 1985 (as amended prior to the date hereof, the "GROUND LEASE"). The
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real property subject to the Ground Lease (referred to in the Ground Lease, and
hereinafter called, "SAID PREMISES") is more particularly described in Exhibit
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"A", hereunto annexed and made a part hereof and prior to the conveyance
described in paragraph 1 hereof, comprised approximately 8.845 acres. Said
Premises are improved with a facility used by Lessee primarily for manufacturing
purposes.
B. Lessors (other than X. Xxxxxxxx Xx. and Xxxx X. Xxxxxxxx and Xxxxxx
Xxxxx Xxxxxx as Trustee of the Xxxxxxxxx X. Xxxxxxx Irrevocable Trust) are also
the lessors (together with Xxxxxxx Xxxxx Xxxxxxxx and Xxxxx Xxxx Xxxxxxxx as
Trustees of the Xxxxxxxx Family Trust dated August 9, 1993) under that certain
Lease ("ADJOINING PROPERTY LEASE") captioned
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"STANDARD INDUSTRIAL LEASE - NET" dated September 29, 1988 between Xxxxxx
X. XxXxx, Xxxxxxxxx X. Xxxxxx and The X.X. Xxxxxx Family Trust, as lessors, and
Lessee, as lessee. The real property subject to the Adjoining Property Lease
("ADJOINING PROPERTY") adjoins Said Premises and is described in Exhibit "B",
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hereunto annexed and made a part hereof. The Adjoining Property is improved with
an office building used primarily as the home office of Lessee.
C. Lessee has advised Lessors that it desires to expand the improvements on
the Adjoining Property by the addition of approximately 10,000 square feet of
space; that, however, in order to accomplish such expansion, it will be
necessary to place a portion of the added improvements on Said Premises and, in
addition, to use a portion of Said Premises for parking and other uses
associated with the office building; that accordingly, Lessee desires that a
portion of Said Premises be added to the premises subject to the Adjoining
Property Lease.
D. Lessors have advised Lessee that they are agreeable to adding a portion
of Said Premises to the Adjoining Property Lease as aforesaid, provided Lessee
obtains all required governmental approvals associated therewith (including, but
not limited to, the approval of the City of Orange, California to a lot line
adjustment) and agrees, in addition, to certain amendments to the Ground Lease
as hereinafter set out. Lessee has advised Lessors that it has obtained all such
governmental approvals and that it is agreeable to such amendments.
NOW THEREFORE, in consideration of the premises and the respective
undertaking of the parties hereinafter set forth, it is hereby agreed as
follows:
1. Premises subject to Ground Lease. Concurrently with the execution
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hereof, Lessee and the lessors of the Adjoining Property Lease are amending the
Adjoining Property Lease to, among other things, add approximately .5 acre of
Said Premises to the Adjoining Property (the portion of Said Premises so added
will be herein called "TRANSFERRED PROPERTY"). As of the date hereof, the Ground
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Lease shall be terminated with respect only to the Transferred Property and Said
Premises shall be the real property described in said Exhibit "A" except for
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the Transferred Property. After the conveyance of the Transferred Property as
aforesaid, the legal description of Said Premises shall be as set forth in
Exhibit "C", hereunto annexed and made a part hereof.
2. Continuation of Lessors' Rights. Notwithstanding the termination of the
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Ground Lease with respect thereto, Lessors' rights and interests under the
Ground Lease from and after the date hereof shall remain the same as if the
Transferred Property had not been added to the Adjoining Property Lease as
aforesaid, but, instead, had remained subject to the Ground Lease for the entire
remaining term of the same. Accordingly, and without limitation on the
foregoing: (a) the rental payable under the Ground Lease shall not be reduced
now or in the future as a result of the reduction of the real property subject
to the Ground Lease resulting from the termination of the Ground Lease with
respect to the Transferred Property; and therefore, each Rental Adjustment
pursuant to paragraph 2 of the Ground Lease made after the date hereof shall be
calculated as though the Transferred Property were still subject to the Ground
Lease (and thus in determining each such Rental Adjustment, the fair rental
value of the said Premises shall be deemed to be the fair rental value of the
real property described in Exhibit "A" hereof, undiminished by the Transferred
Property); and (b) in the event of any purchase of said Premises by Lessee from
Lessors pursuant to the Ground Lease, the real property purchased shall not
include the Transferred Property, but, nevertheless, the purchase price of the
real property so purchased shall be determined as if said Premises included the
Transferred Property, and, therefore, such purchase price shall include the
value of the Transferred Property.
3. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
4. Successors and Assigns. This Agreement shall be binding upon and inure
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to the benefit of the parties hereto and their respective heirs, successors and
assigns. As modified herein, the terms and provisions of the Ground Lease are
hereby ratified and confirmed in their entirety.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
LESSORS:
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/S/ XXXXXX X. XXXXXXXX
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XXXXXX X. XXXXXXXX
THE X. X. XXXXXX FAMILY TRUST
By /S/ X.X. XXXXXX
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X. X. Xxxxxx, Trustee
By /S/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx, Trustee
THE ESTATE OF XXXXXXXXX XXXXXX
By /S/ XXXXXX XXXXX XXXXXX
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Xxxxxx Xxxxx Xxxxxx, Executor
THE XXXXXXXX TRUST
dated August 28, 1989
By: /S/ XXXXXXX XXXXXXXX, JR.
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Xxxxxxx Xxxxxxxx, Jr., Trustee
By: /S/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx, Trustee
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THE XXXXXXXXX X. XXXXXXX IRREVOCABLE
TRUST dated March 1, 1982
By: /S/ XXXXXX XXXXX XXXXXX
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Xxxxxx Xxxxx Xxxxxx, Trustee
/S/ XXX X. XXXXXXX
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XXX X. XXXXXXX
LESSEE:
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VARCO INTERNATIONAL, INC., a California
corporation
By: /S/ X.X. XXXXXXX
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Its: Vice President
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Exhibit "A"
DESCRIPTION
THAT PORTION OF XXXX 0 XXX 0 XX XXX XXXXXXXX XXX XXXXXXX XXXXX, XX THE CITY OF
ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN
BOOK 5, PAGE 408 OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER
OF LOS ANGELES COUNTY, CALIFORNIA, TOGETHER WITH THAT PORTION OF THE LAND
ALLOTTED TO XXXXXX X. XXXXXXX IN DECREE OF PARTITION OF THE RANCHO XXXXXXXX DE
SANTA XXX RECORDED IN BOOK B OF JUDGMENTS, OF THE 17TH JUDICIAL DISTRICT COURT
OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY RIGHT OF WAY LINE OF THE
XXXXXXXX, TOPEKA AND SANTA FE RAILWAY COMPANY AS DESCRIBED IN DEED RECORDED
FEBRUARY 6, 1889 IN BOOK 542, PAGE 21 OF DEEDS, RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA WITH THE CENTERLINE OF XXXXXXX STREET DESCRIBED IN PARCEL Y68-110 IN
THAT CERTAIN FINAL ORDER OF CONDEMNATION, S.C.C. 143799, FILED MARCH 20, 1967, A
CERTIFIED COPY OF WHICH WAS RECORDED MARCH 20, 1967 IN BOOK 8203, PAGE 278 OF
OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY,
CALIFORNIA; THENCE SOUTH 70 DEGREES 38' 25" EAST 811.98 FEET ALONG SAID
SOUTHWESTERLY RIGHT OF WAY LINE; THENCE SOUTH 19 DEGREES 21' 35" WEST 481.42
FEET; THENCE NORTH 89 DEGREES 32' 47" WEST 590.24 FEET TO A POINT ON THE SAID
CENTERLINE OF XXXXXXX STREET, SAID POINT BEING ON A CURVE CONCAVE EASTERLY AND
HAVING A RADIUS OF 1000.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 78
DEGREES 28' 20" WEST; THENCE NORTHERLY ALONG SAID CENTERLINE OF XXXXXXX STREET
AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 DEGREES 57' 49" AN ARC
DISTANCE OF 208.80 FEET; THENCE NORTH 0 DEGREES 26' 09" EAST 511.26 FEET ALONG
SAID CENTERLINE OF XXXXXXX STREET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION LYING WESTERLY OF A LINE PARALLEL WITH AND
DISTANT EASTERLY 30.00 FEET FROM THE CENTERLINE OF XXXXXXX STREET, AS SAID
CENTERLINE IS DESCRIBED IN PARCEL Y68-110 IN FINAL ORDER OF CONDEMNATION
RECORDED MARCH 20, 1967 IN BOOK 8203, PAGE 278 OF OFFICIAL RECORDS.
Exhibit "A"
ALSO EXCEPTING THEREFROM THE SOUTHWESTERLY 10.00 FEET OF THAT PORTION DESCRIBED
IN PARCEL NO. Y68-108.1 IN SAID FINAL ORDER OF CONDEMNATION AND IN PARCEL 109.1
OF A DEED RECORDED APRIL 13, 1966 IN BOOK 7898, PAGE 562 OF OFFICIAL RECORDS.
Exhibit "B"
DESCRIPTION
PARCEL A:
PARCEL 1, IN XXX XXXX XX XXXXXX, XXXXXX XX XXXXXX, XXXXX OF CALIFORNIA, AS SHOWN
ON PARCEL MAP NO. 84 758, AS PER MAP FILED IN BOOK 206, PAGES 4 AND 5 OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL B:
AN EASEMENT FOR INGRESS AND EGRESS AND DRAINAGE OVER THE FOLLOWING:
THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 84-758 IN THE CITY OF ORANGE, COUNTY
OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 206, PAGES 4 AND 5
OF PARCEL MAPS, RECORDS OF SAID COUNTY, BEING A STRIP OF LAND 12.50 FEET WIDE,
THE SOUTHERLY AND WESTERLY LINES OF WHICH ARE PARALLEL WITH AND 12.50 FEET
SOUTHERLY AND WESTERLY OF THAT CERTAIN LINE COMMON TO PARCEL 1 AND PARCEL 2 AS
SHOWN ON SAID PARCEL MAP, SAID COMMON LINE BEING DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2, SAID POINT BEING IN THE
EASTERLY LINE OF XXXXXXX STREET AS SHOWN ON SAID PARCEL MAP; THENCE, ALONG SAID
COMMON LINE, NORTH 73 DEGREES 26' 09" EAST, 20.00 FEET; THENCE, SOUTH 77 DEGREES
54' 01" EAST, 40.14 FEET; THENCE SOUTH 89 DEGREES 32' 47" EAST, 169.50 FEET;
THENCE, SOUTH 00 DEGREES 27' 13" WEST, 150.52 FEET IN THE NORTHERLY LINE OF
SEQUOIA AVENUE, AS SHOWN ON SAID PARCEL MAP.
THE SIDELINES OF SAID 12.50 FOOT EASEMENT SHALL BE PROLONGED OR SHORTENED TO
MEET AT ANGLE POINTS AND TO TERMINATE AT SAID EASTERLY LINE OF XXXXXXX STREET
AND SAID NORTHERLY LINE OF SEQUOIA AVENUE.
Exhibit "C"
DESCRIPTION
Parcel 2 of that certain Lot Line adjustment No. LL-95-8 recorded October 10,
1995 as instrument No. 95-444698, and re-recorded November 14, 1995 as
instrument No. 95-505666, Official Records, County of Orange, State of
California.
