EXHIBIT 10.3.11
ELEVENTH AMENNDMENT TO LEASE
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ELEVENTH AMENDMENT TO LEASE, made this 15th day of May 1998, by and
between PACIFIC METROPOLITAN CORPORATION, a Delaware Corporation
(successor-in-interest to Carven Associates) having an office at 0000
Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 ("Landlord") and
ANNTAYLOR, INC. a Delaware corporation having an office at 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Tenant").
WITNESSETH
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WHEREAS, under date of March 17, 1989, Landlord and Tenant entered into
a lease as amended pursuant to agreements dated November 14, 1990 (First
Amendment), October 1, 1993 (Extension and Amendment), April 14, 1994
(Modification of Amendment and Extension to Lease), March 14, 1995 (Fifth
Amendment), January 5, 1996 (Sixth Amendment), June 5, 1996 (Seventh
Amendment), the undated (Eight Amendment) May 13, 1997 (Ninth Amendment), and
May 21, 1997 (Tenth Amendment), together, collectively referred to as the
"Lease" affecting the entire second (2nd), third (3rd), fourth (4th), fifth
(5th), sixth (6th), seventh (7th), eighth (8th) fourteenth (14th) and a
portion of the seventeenth (17th) floor (the "Premises"), in commercial
condominium unit (the "Building") of which the Premises form a part known by
the street address of 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx;
WHEREAS, Landlord and Tenant are desirous of further amending said Lease
in the manner set forth below:
1. The following Section shall be inserted after Section I of Article 45 of
the Lease:
"J. (i) Landlord has approved Tenant's Plans (the "Renovation
Plans") for Tenant's Work, consisting of renovating the Premises, a
copy of such Renovation Plans being attached hereto as Exhibit A to
Eleventh Amendment to Lease (such work, the "Renovation"). In lieu of
the letter of credit required to be delivered by Tenant under Section
H (ii) of this Article 45, and subject to the provisions of this
Section J, Landlord agrees to accept a $1,000,000 cash security
deposit (the "Construction Deposit") as security for the faithful
performance and completion by Tenant of the Renovation in accordance
with the Renovation Plans and the terms of this Lease, including,
without limitation, this Article 45. The Construction Deposit shall
be deposited by Landlord with a bank selected by Landlord in an
interest bearing account.
(ii) Tenant agrees that in the event that a default which relates to the
improper performance by Tenant of the Renovation in accordance
with the Renovation Plans or the terms of this Lease, or
Tenant's failure to pay sums to contractors or materialmen, or
others, incurred in connection with the
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Renovation or Tenant's failure to obtain all permits,
authorizations, certificates or other approvals required in
connection with or as a result of the Renovation under
applicable regulations or the terms of the Lease
(collectively, the "Renovation Approvals"), then Landlord may
(a) use or apply the whole or any part of the Construction
Deposit reasonably necessary to cure such default, as
determined in Landlord's sole discretion or (b) retain the
Construction Deposit on account of any damages or deficiency
accrued before or after summary proceedings or other reentry
by Landlord occasioned in whole or in part by such default.
(iii) Provided (a) there is then no uncured default which relates to the
improper performance by Tenant of the Renovation in accordance
with the Renovation Plans and the terms of this Lease and (b)
Landlord has received general releases and waivers of lien
from all contractors, subcontractors and materialmen involved
in the performance of the Renovation and the materials
furnished in connection therewith and satisfactory evidence of
the payment in full for the Renovation and (c) Landlord has
received satisfactory evidence of the Renovation Approvals,
the remainder of the Construction Deposit less applied
portions and the accrued interest thereon (less any bank fees
or expenses) shall be returned to Tenant within thirty (30)
days after request by Tenant therefor.
(iv) Tenant shall cause the Renovation to commence prior to June 1, 1998 and
be completed on or prior to September 1, 1999. The Renovation
shall be performed on a maximum of two (2) floors of the
Premises at any one time. After the Renovation is completed
on any one floor, Tenant must, prior to the commencement of
the Renovation on any additional floor, provide Landlord with
(a) general releases and waivers of lien from all contractors,
subcontractors and materialmen involved in the performance of
the Renovation of such completed floor and the materials
furnished in connection therewith, (b) satisfactory evidence
of the Renovation Approvals and (c) evidence of the payment in
full for the Renovation of such completed floor.
2. The terms of this agreement cannot be changed orally, but only by an
instrument in writing executed by both parties.
Except as herein expressly modified, the Lease, as amended, is
unmodified and is ratified and confirmed in all respects.
4. The terms, covenants and provisions contained in this Agreement are
binding and shall inure to the benefit of the parties hereto and their
respective heirs, successors and assigns.
IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this
Agreement as of the day and year first above written.
LANDLORD:
PACIFIC METROPOLITAN CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Assistant Secretary
TENANT:
ANNTAYLOR, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
Senior Vice President
Real Estate and Development
