EXHIBIT 10.20
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("Amendment") is entered into this 30 day
of April, 2000, by and between TMG/ONE MARKET, L.P., A Delaware limited
partnership and CROSSMARKET, LLC, a Nevada limited liability company
(collectively, "Landlord") and DEL MONTE CORPORATION, a New York corporation
("Tenant"), in the following factual context.
RECITALS
This Amendment is based upon the following facts, understandings and
intentions of the parties.
A. Tenant and Landlord entered into that certain Lease dated as of
October 7, 1999 (the "Lease") of certain premises located in the building
commonly known as The Landmark @ One Market, California, more particularly
described in the Lease.
B. Del Monte Foods Company, a New York corporation ("Guarantor")
executed that certain Lease Guaranty, dated as of October 7, 1999 (the
"Guaranty") guaranteeing the obligations of Tenant under the Lease.
C. Concurrent with the execution of this Amendment, Tenant and Landlord
are entering into that certain Annex Sublease (the "Annex Sublease") for the
sublease by Tenant of certain space in a building located adjacent to the
Building.
D. Landlord and Tenant now desire to amend the Lease.
NOW, therefore, in consideration of the mutual covenants and promises
set forth in this Amendment and other valuable consideration, receipt of which
is hereby acknowledged, the parties do hereby agree as follows:
1. Definitions. Terms defined in the Lease shall have the same meanings
when used in this Amendment.
2. Premises. The definition of the "Premises" set forth in the Basic
Lease Information of the Lease is hereby deleted in its entirety and the
following is hereby substituted in its place:
92,487 square feet of Rentable Area located on the 3rd, 9th, 10th
and 11th Floor(s) of the Building (of which 8,189 square feet are
located on the 3rd floor, 36,310 square feet are located on the
9th Floor, 36,310 square feet are located on the 10th Floor, and
11,678 square feet are located on the 1lth Floor), as shown on
the Floor Plan(s) attached to this Lease as Exhibit A. The
Premises shall also include the storage area outlined on the
Floor Plan(s) and 3,500 square feet located in the basement of
the Building (the "Storage Space"). The entire Building contains
362,109 square feet of Rentable Area.
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3. Rent. The description of Base Rent set forth in the Basic Lease
Information of the Lease is hereby deleted in its entirety and the following is
hereby substituted in its place:
PERIOD OF TERM AMOUNT
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Commencement Date to
Fourth anniversary of
Commencement Date $4,787,867.16/year (the "Initial Base
Rent")
Fourth anniversary of
Commencement Date to
Eighth Anniversary of
Commencement Date $4,876,865.16/year (the "Middle Base
Rent")
Eighth anniversary of
Commencement Date to
End of Initial Term $5,038,483.16/year (the "Final Base
Rent")
Extended Terms: The fair market rent for the Premises
as of the first day of each Extended
Term, as determined in accordance
with Section 3.2 of the Lease.
4. Percentage Share. The definition of "Tenant's Percentage Share" set
forth in the Basic Lease Information of the Lease is hereby amended to be
25.54%.
5. Construction Allowance. The first sentence of Section 1.2 of the Work
Letter is hereby deleted in its entirety and the following is hereby substituted
in its place:
In the manner provided in this Section 1.2, Landlord shall pay to
Tenant a "Construction Allowance" equal to Forty Dollars ($40.00)
multiplied by the Rentable Area of the portion of the Premises
located on the 9th, lOth and 11th Floors of the Building plus
Thirty-Two and 50/100s Dollars ($32.50) multiplied by the
Rentable Area of the portion of the Premises located on the 3rd
Floor of the Building.
6. Cross Default. The Lease is hereby amended to add the following as
Section 20.1(f) of the Lease:
(f) the occurrence of a default by Tenant under the Annex Lease.
7. Options to Extend. Section 3.2 of the Lease is hereby amended to add
the following at the end of Section 3.2.1: "Notwithstanding any provision in
this Lease to the contrary, Tenant shall have no right to exercise either
Extension Option unless Tenant simultaneously properly exercises the applicable
extension option under the Annex Lease."
8. Deletion of 3rd Floor. The Lease is hereby amended to add the
following as Section 2.3 of the Lease:
2.3. Deletion of 3rd Floor. If at any time during the Term the
Annex Lease terminates, then Tenant shall have the option (the "Deletion
Option") to elect, as of the date of termination of the Annex Lease (the
"Deletion Date"), to delete from the Premises the portion of the
Premises located on the 3rd Floor of the Building (the "Third Floor
Portion"). If Tenant properly exercises the Deletion Option in
accordance with the terms of this Section 2.3, then as of the Deletion
Date: (i) the Third Floor Portion shall automatically be deemed deleted
from the Premises, (ii) Tenant shall surrender the Third Floor Portion
to Landlord in the condition required under this Lease, and (iii)
Landlord shall concurrently deliver to Tenant an amendment to this Lease
memorializing the deletion of the Third Floor Portion from the Premises
(the "Deletion Amendment"). The Deletion Amendment shall provide the
following: (i) the definition of the Premises shall be modified to
exclude the Third Floor Portion; (ii) Tenant's Percentage Share shall be
decreased to reflect the deletion of the Third Floor Portion from the
Premises, (iii) the Initial Base Rent shall be decreased by an amount
equal to the Initial Multiple multiplied by any decrease in the Rentable
Area of the Premises, (iv) the Middle Base Rent shall be decreased by an
amount equal to the Middle Multiple multiplied by any decrease in the
Rentable Area of the Premises, and (v) the Final Base Rent shall be
decreased by an amount equal to the Final Multiple multiplied by any
decrease in the Rentable Area of the Premises. If Tenant fails to
execute the Deletion Amendment within thirty (30) days after receipt of
the Deletion Amendment from Landlord, or if Tenant fails to vacate the
Third Floor Portion of the Premises on or before the effective date of
the Deletion Amendment, then Tenant shall be in default under this Lease
and Landlord shall have the right to exercise all of its rights and
remedies under this Lease. Tenant shall have the right to exercise the
Deletion Option by delivering written notice of exercise to Landlord at
any time during a thirty (30) day period following Tenant's receipt of
written notice from Landlord that the Annex Lease is terminating. If
Tenant fails to exercise the Deletion Option in accordance with this
Section 2.3, then the Third Floor Portion shall remain a part of the
Premises.
9. Representations and Warranties of Tenant. As a material inducement to
Landlord to enter into this Amendment, Tenant represents and warrants to
Landlord that, as of the date of this Amendment:
9.1. No Defaults. The Lease is in full force and effect. There
are no defaults by Landlord or Tenant under the Lease, and no circumstance has
occurred which, but for the expiration of an applicable grace period, would
constitute an event of default by Landlord or Tenant under the Lease. Tenant has
no defenses or rights of offset under the Lease.
9.2. Authority. Tenant has full right, power and authority to
enter into this Amendment, and has obtained all necessary consents and
resolutions from its members required under the documents governing its affairs
in order to consummate this transaction, and the persons executing this
Amendment have been duly authorized to do so. The Amendment and the Lease are
binding obligations of Tenant, enforceable in accordance with their terms.
9.3 No Assignments. Tenant is the sole lawful tenant under the
Lease, and Tenant has not sublet, assigned or otherwise transferred any of the
right, title or interest of Tenant under the Lease or arising from its use or
occupancy of the Premises, and no other person, partnership, corporation or
other entity has any right, title or interest in the Lease or the Premises, or
the right to occupy or use all or any part of the Premises.
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10. Amendment to Lease. This Amendment is and shall constitute an
amendment to the Lease and shall be effective as of the date of this Amendment.
Except as modified hereby, all of the terms and conditions of the Lease shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the
day and year first above written.
LANDLORD:
TMG/ONE MARKET, L.P.,
A Delaware limited partnership
By: Xxxxxx/One Market LLC,
A California limited liability company
Its General Partner
By: The Xxxxxx Group of Companies, Inc.,
A California corporation
Its Managing Member
By:
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Its:
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CROSSMARKET, LLC
A Nevada limited liability company
By: Xxxxxx/Xxxxxxxx, LLC
A California limited liability company
Its: managing member
By: /s/ XXXXXXX X. XXXXXXXXXXX
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Xxxxxxx X. Xxxxxxxxxxx
Managing Member
TENANT:
DEL MONTE CORPORATION,
A New York corporation
By: XXXXX X. XXXXXX
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Its:
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By: XXXXXXX X. XXXXXXX
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Its:
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GUARANTOR'S CONSENT
The undersigned is the Guarantor under the Guaranty. Guarantor hereby
approves the foregoing Amendment and consents to Tenant's execution of the
Amendment. Guarantor agrees that the Amendment, and Tenant's execution of the
Amendment, shall in no way limit, void, or vitiate the Guaranty or any of the
provisions of the Guaranty, and the Amendment, and Tenant's execution of the
Amendment, shall in no way alter, limit or otherwise affect the Guaranty or the
liability of Guarantor under the Guaranty.
IN WITNESS WHEREOF, Guarantor has executed this Amendment and
Guarantor's Consent the day and year first above written.
DEL MONTE FOODS COMPANY,
A New York corporation
By: XXXXX X. XXXXXX
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Its:
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By: XXXXXXX X. XXXXXXX
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Its:
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