EXHIBIT 10.15
THIRD AMENDMENT TO LEASE AGREEMENT
This THIRD AMENDMENT TO LEASE AGREEMENT, made as of this 24th day of
June, 1997, by and between Xxxxxxx X. Xxxxx III, as Trustee of XXXXX (PA) QRS
11-36 and Xxxxxxx X. Xxxxx III, as Trustee of XXXXX (PA) QRS 12-10, each a
Pennsylvania business trust (collectively, "Landlord") and DEL MONTE
CORPORATION, a New York corporation ("Tenant").
W I T N E S S E T H
WHEREAS, Landlord and Tenant entered into a Lease Agreement, dated
as of October 31, 1995, for premises located in Mendota, Illinois, Toppenish,
Washington, Yakima, Washington and Plover, Wisconsin;
WHEREAS, the Lease Agreement was amended pursuant to a First
Amendment to Lease Agreement, dated as of June 28, 1996, and pursuant to a
Second Amendment to Lease Agreement, dated as of October 31, 1996 (the Lease
Agreement, as amended, being hereinafter referred to as the "Lease Agreement");
WHEREAS, Landlord has agreed to fund to Tenant an additional
$582,430.20 to be used by Tenant in the following manner (1) $288,203.91 to pay
past due Basic Rent due Landlord, (2) $282,856 to construct certain improvements
to the Leased Premises (as defined in the Lease Agreement) and (3) $11,370.29 to
pay certain unpaid Landlord's Share of Project Costs, which amount shall be
disbursed pursuant to the terms and conditions set forth in that certain
Construction Agency Agreement, dated as of October 31, 1995, between Tenant and
Landlord, as amended by that certain First Amendment to Construction Agency
Agreement, dated as of June 28, 1996, and by that certain Second Amendment to
Construction Agency Agreement of even date herewith; and
WHEREAS, Landlord and Tenant desire to amend the Lease as
hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant covenant and
agree as follows:
1. Paragraph 2 of Exhibit D, Basic Rent Payments is hereby deleted
in its entirety and the following Paragraph 2 is inserted in lieu thereof:
"2. Basic Rent From and After July 1, 1997. Commencing on July
1, 1997 annual Basic Rent shall be $2,572,500 payable on the first
day of July, 1997 and
on the first day of each October, January, April and July thereafter
until the expiration of the Term in quarterly installments of
$643,125.00. Basic Rent shall be subject to the adjustments provided
for in subparagraphs A, B and C of Paragraph 5 below."
2. Paragraph 35 of the Lease Agreement is hereby amended by deleting
the first sentence thereof in its entirety and inserting the following sentence
in lieu thereof:
"Concurrently with the execution hereof, Tenant shall deliver
to Landlord an irrevocable letter of credit (the "Letter of Credit")
in the face amount of Two Million Eight Hundred Twenty-Two Thousand
Five Hundred Dollars ($2,822,500) issued by Bank of America or
another bank selected by Tenant and reasonably acceptable to
Landlord and in form and substance satisfactory to Landlord."
3. Except as specifically amended hereby, the terms and conditions
of the Lease Agreement shall be binding on Landlord and Tenant and their
respective successors and assigns, and from and after the date hereof the term
"Lease" shall mean the Lease as amended by this Third Amendment to Lease
Agreement.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to Lease Agreement to be duly executed under seal as of the day and
year first above written.
XXXXX (PA) QRS 11-36,
a Pennsylvania Business Trust
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, Trustee
XXXXX (PA) QRS 12-10,
a Pennsylvania Business Trust
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, Trustee
DEL MONTE CORPORATION,
ATTEST: a New York corporation
By: By:
------------------------------------ -----------------------------------
Title: Title:
--------------------------------- --------------------------------
[Corporate Seal]
[Signatures to Third Amendment to Lease Agreement]
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to Lease Agreement to be duly executed under seal as of the day and
year first above written.
XXXXX (PA) QRS 11-36,
a Pennsylvania Business Trust
By:
----------------------------------
Xxxxxxx X. Xxxxx, Trustee
XXXXX (PA) QRS 12-10,
a Pennsylvania Business Trust
By:
----------------------------------
Xxxxxxx X. Xxxxx, Trustee
DEL MONTE CORPORATION,
ATTEST: a New York corporation
By: /s/ XXXXXXX X. XXXXX By: /s/ XXX X. XXXXXX
------------------------------------ -----------------------------------
Title: Real Estate Mgr. Title: Assistant Treasurer
--------------------------------- --------------------------------
[Corporate Seal]
[Signatures to Third Amendment to Lease Agreement]
-3-
CONSENT OF MORTGAGEE AND ASSIGNEE
CREDITANSTALT CORPORATE FINANCE, INC. ("Lender"), the Mortgagee
under that certain Mortgage, Assignment of Rents and Security Agreement, dated
as of June 28, 1996, from Landlord to Lender and the Assignee under that certain
Absolute Assignment of Leases and Rentals from Landlord to Lender, dated as of
June 28, 1996, hereby consents to the foregoing Third Amendment to Lease
Agreement.
CREDITANSTALT CORPORATE
FINANCE, INC.
By:
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Title: Senior Vice President Vice President
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Dated: 6/25/97
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