Third Amendment to Agreement of Lease dated August 1, 1995
by and between Xxxxxxx Properties, Ltd., a
California limited partnership, R/M Salinas Venture,
a California general partnership, and R/M Xxxxxxx, X.X.,
a California limited partnership.
THIRD AMENDMENT
TO
AGREEMENT OF LEASE
This Third Amendment to Agreement of Lease ("Third Amendment") is made this
1st day of August, 1995, by and between XXXXXXX PROPERTIES, LTD., a California
limited partnership ("Landlord"), R/M SALINAS VENTURE, a California general
partnership, and R/M XXXXXXX, X.X., a California limited partnership.
RECITAL
A. On January 23, 1988, Landlord and Tenant's predecessor in interest,
Xxxxx XxXxxxxx/Xxxxxxx, entered into a certain Agreement of Lease ("Ground
Lease") concerning the premises described on Exhibit "A" attached hereto and by
this reference incorporated herein ("Demised Land"). All capitalized terms not
otherwise defined herein have the meanings ascribed to them in the Ground Lease,
as amended.
B. On November 21, 1989, Landlord and R/M Salinas Venture amended the
Ground Lease pursuant to a First Amendment to Agreement of Lease which provided
for, among other things, an increase in the size of the Demised Land and a
decrease in the Percentage Rent payable to Landlord.
C. On February 11, 1991, Landlord and R/M Salinas Venture further amended
the Ground Lease pursuant to a Second Amendment to Agreement of Lease which
provided for, among other things, the Second Loan, an option in favor of Tenant
to acquire a fifty percent interest in the Demised Land (the "Option"), a
further reduction of Percentage Rent and a postponement of the date on which
Percentage Rent would first become payable.
NOW, THEREFORE, the parties agree as follows:
1. Recitals. The foregoing recitals are true and correct.
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2. Assignment of Lease. R/M Salinas Venture hereby assigns to R/M
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Xxxxxxx, X.X., and R/M Xxxxxxx, X.X. hereby assumes, all of the right,
title and interest of R/M Salinas Venture in and to the Ground Lease,
as amended. Landlord hereby consents to such assignment.
3. Offset of Rent. Notwithstanding any provision to the contrary under
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the Ground Lease, as amended, Landlord hereby expressly agrees that,
so long as New England Pension Properties V; A Real Estate Limited
Partnership is the holder of that certain promissory note in the
original principal amount of $1,750,000, dated as of the date hereof
and secured by Landlord's interest in the Demised Land (the "Note"),
Tenant shall deduct from the rent due under the Ground Lease, as
amended, the loan payments due under the Note, as and when such
payments would be due and payable under the Note, and any amounts so
deducted shall be deemed to have been timely paid to the Landlord.
4. Percentage Rent. The parties agree that the "Initial Gross Rent Level"
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(as described in Section 3.01(b)(ii) of the Ground Lease) is the sum
of $1,400,000. The parties further agree that Percentage Rent, if any,
shall commence to accrue as of January 1, 1996, in an amount equal to
eleven and fifty-five hundredths percent (11.55%) of annual Gross
Rents in excess of said $1,400,000 for the remaining term of the
Lease.
5. Option. The parties acknowledge that the Option has expired and is of
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no further force or effect.
6. Modifications. Except as herein amended, the Ground Lease remains
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unmodified and in full force and effect.
WHEREFORE, the parties have executed this Third Amendment to Lease as of
the date first above written.
LANDLORD: TENANT
XXXXXXX PROPERTIES, LTD. R/M XXXXXXX, X.X., a California
a California limited limited partnership
partnership
By: NEW ENGLAND PENSION
by: PROPERTIES V; A REAL ESTATE
------------------------------- LIMITED PARTNERSHIP, General
Xxxxxxx Xxxxxxx, Partner
general partner
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By: FIFTH XXXXXX CORP., a
Massachusetts Corporation
General Partner
By:
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By:
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Xxxxxx X. Xxxxxxx,
general partner
By:
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Xxxxxxx X. Xxxxxxx,
limited partner
R/M SALINAS VENTURE,
a California general
partnership
XXXXX XXXXXXXX SALINAS,
a California general
partnership,
General Partner
By:
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Xxxx X. XxXxxxxx,
general partner
By:
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Xxxxxx X. Xxxxx,
general partner
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP,
Massachusetts limited partnership,
General Partner
By: FIFTH XXXXXX CORP., a
Massachusetts corporation,
General Partner
By:
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