EXECUTED
COPY
EXHIBIT 10.24
SEA/TAC OFFICE CENTER
Seattle, Washington
SEA/TAC PROPERTIES LTD.,
A California General Partnership
Lessee
BOW LAKE, INC.
A Washington Corporation
Lessor
AMENDMENT NO. 1 TO GROUND LEASE
Dated for Reference Purposes: September 17, 1990
AMENDMENT NO. 1 TO GROUND LEASE
THIS AMENDMENT NO. 1 TO GROUND LEASE ("Amendment No. 1") is made this 17
day of September, 1990, by and between BOW LAKE, INC., a Washington Corporation
(hereinafter referred to as "Lessor") and SEA/TAC PROPERTIES, LTD., a
California General Partnership (hereinafter referred to as "Lessee"), who agree
as follows:
1. RECITALS
--------
1.1 Lessor, acting in the capacity of and therein referred to as
Lessor, has heretofore entered into a Lease, dated as of April 1, 1980 (the
"Lease"), with Xxxxxx Industries, a California corporation and SEA/TAC
Properties, Ltd., a California Limited Partnership, collectively predecessor-
in-interest to Lessee (both acting in the capacity of and therein collectively
referred to as "Lessee"), of certain property described on Exhibit "A" attached
hereto, comprised of approximately thirty-four thousand nine hundred eighty-
one (34,981) square feet and located adjacent to and southeast of the SEA/TAC
Office Center, (referred to in the Lease and hereinafter referred to as the
"Premises").
1.2 A short form Memorandum of Lease similarly dated April 1, 1980
was recorded on June 30, 1980 as Instrument No. 8007300668 in the Official
Records of King County, Washington.
1.3 The entire interests of Xxxxxx Industries and SEA/TAC
Properties, Ltd., as the original lessee under the Lease, were assigned to
Lessee herein by means of an Assignment dated as of January 1, 1987.
1.4 The term of the Lease commenced on April 1, 1980, and is
scheduled to expire on March 31, 2015, subject to an option of earlier
termination.
1.5 Lessor and Lessee have agreed to increase the area of the real
property comprising the Premises, and to extend the term of the Lease.
1.6 Lessor and Lessee desire to acknowledge the foregoing and to
amend the Lease as hereinafter provided.
NOW, THEREFORE, Lessor and Lessee do hereby agree as follows.
1. Leased Premises, Effective Date
-------------------------------
Commencing on the ninety-first (91st) day after the date of this Amendment
No. 1 ("Amendment Effective Date"), the Premises shall be increased by the
addition of approximately fifty-three thousand four hundred fifteen (53,415)
square feet of area located adjacent to the Premises, on the northwest corner
of the Bow Lake Trailer Park, as said additional area is depicted on the plot
plan attached hereto as Exhibit "B," and as described on the legal description
attached hereto as Exhibit "C" ("Additional Premises"). The actual total number
of square feet contained in the Additional Premises has been determined
by a survey prepared by a surveyor registered under the laws of the State
of Washington, selected by Lessee, and at the sole expense of Lessee.
Concurrently with and subsequent to the Amendment Effective Date, all
references to the "Premises" shall mean the Premises and the Additional
Premises, and the total Premises shall be as described in the legal description
attached hereto as Exhibit "D," and as depicted on the plot plan attached
hereto as Exhibit "E" (said total Premises are hereinafter referred to as
the "Premises").
2. Lease Term
----------
The term of the Lease as set forth in paragraph 2(b) of the Lease
is hereby extended for seventeen (17) years and nine (9) months, expiring
on December 31, 2032, subject to Lessee's right of early termination set
forth in paragraph 2(c) of the Lease, as
-1-
amended in paragraph 3, below, and Lessee's option to extend the term of the
Lease, as set forth in paragraph 4, below.
3. Lessee's Right of Termination
-----------------------------
Lessee's right of termination of the Lease, as set forth in paragraph
2(c) of the Lease, is hereby amended to commence on the date which is ten (10)
years from the Amendment Effective Date (rather than ten (10) years from the
date of execution of the Lease).
4. Option to Extend
----------------
Lessor hereby grants to Lessee an option to extend the term of the Lease
for an additional period of thirty (30) years upon the same terms, covenants
and conditions as set forth in the Lease, including the continuation of the
rental adjustments required by the provisions of paragraph 5.2.3 of this
Amendment No. 1. Lessee shall exercise this option, if it intends to do so, by
written notice to Lessor not later than three (3) years prior to the end of the
initial term of this Lease (as extended to December 31, 2032, pursuant to
paragraph 2, above).
5. Rent
----
5.1 On the date of execution of this Amendment No. 1 by both
parties, Lessee shall pay to Lessor the amount of One Hundred Fifty Thousand
and 00/100 Dollars ($150,000.00), which amount is one-half of the rent for the
first five (5) years of the term of the Lease following the Amendment Effective
Date.
5.2 Rent payable per month pursuant to paragraph 3 of the Lease
shall be the following amounts during the following periods:
5.2.1 Commencing on the Amendment Effective Date, except as
provided in paragraph 7, below, and continuing for the next five (5) years, the
remaining monthly rent (after crediting rent prepaid pursuant to paragraph 5.1)
shall be the amount of Two Thousand Five Hundred and 00/100 Dollars
(S2,500.00).
5.2.2 For the sixth (6th) and seventh (7th) years following
the Amendment Effective Date, the monthly rent shall be the amount of Five
Thousand and 00/100 Dollars ($5,000.00).
5.2.3 At the end of the seventh (7th) year following the
Amendment Effective Date, and at the end of each subsequent seven (7) year
period, rent for the Premises shall be adjusted in the same manner as set forth
in paragraph 3(b) of the Lease, provided that the annual net-net-net rent
resulting from such adjustments shall be equal to ten percent (10%) of the then
value of the Premises, to be determined upon the assumptions and as provided in
said paragraph 3(b) of the Lease. Regardless of such appraisal value, rent
shall not be less than Five Thousand and 00/100 Dollars ($5,000.00) per month.
6. Condition of Premises
---------------------
Lessor shall deliver the Additional Premises to Lessee ninety-one
(91) days after the Amendment Effective Date in a clean, orderly condition,
and free of any trailers, buildings, structures, or hazardous or toxic
substances. Lessee shall be responsible for removing and/or adjusting the
fence existing on the westside of the Additional Premises so that it is
along the property line of the Premises as located by the surveyor, and
Lessee also shall be responsible for preparation of the site for its intended
use as a surface parking area.
7. Warranty of Lessor
------------------
Lessor warrants to Lessee that Lessor shall be able to deliver the
Additional Premises to Lessee ninety-one (91) days after the Amendment
Effective Date in the condition described in
-2-
paragraph 6, above. The inability of Lessor to relocate the transient trailers
presently located on the Additional Premises shall not excuse the performance
of Lessor's obligations hereunder. In the event Lessor is unable to deliver the
Additional Premises to Lessee within ninety-one (91) days after the Amendment
Effective Date, then rent payable pursuant to paragraph 5.2.1 of this Amendment
No. 1 shall be amended to allow for suspension of One Thousand Two Hundred and
00/100 Dollars ($1,200.00) of the Two Thousand Five Hundred and 00/100 Dollars
($2,500.00) monthly payments, leaving a monthly rental of One Thousand Three
Hundred and No/100 Dollars ($1,300.00) per month from the Amendment Effective
Date until such time as Lessor delivers the Additional Premises to Lessee in
the manner and condition required hereby. In the event the Lessor is unable
to deliver the Additional Premises within thirteen (13) months from the
Anendment Effective Date, then and in that event the One Hundred Fifty
Thousand and 00/100 Dollars ($150,000.00) paid pursuant to paragraphs 5.1 and
5.2.1 of this Amendment No. 1 shall be refunded to the Lessee and Lessor shall
thereafter be excused from any further obligation to deliver the Additional
Premises and this Amendment No. 1 shall be voided.
8. Taxes; Proration
----------------
The Additional Premises shall be segregated from Lessor's other real
property for real property tax purposes and real property taxes shall be
prorated in the manner provided in paragraph 5(c) of the Lease. To the extent
reasonably possible the Premises shall be combined as one real property tax
parcel.
9. Natural Gas Tank
----------------
Lessor and Lessee agree that a 20' x 20' area of land (approximately 400
square feet) located on the northeast corner of the Additional Premises, as
shown in Exhibit "B" attached hereto, shall be reserved by Lessor for an above-
ground storage tank for storage of natural gas, for the exclusive use of Lessor.
Lessee agrees to provide access to such tank area for use by Lessor. Lessor
shall be solely liable and responsible for the maintenance and use of such
storage tank, for any risk of loss relative thereto and for any damages caused
by the storage tank, directly or indirectly, and Lessor shall hold Lessee free
and harmless from and indemnified against any loss or damage so caused by said
storage tank.
10. Notices
-------
10.1 The address to which notices to Lessee are to be given pursuant
to paragraph 17 of the Lease is hereby changed, as follows:
Sea/Tac Properties, Ltd.
0000 Xxxx Xxxxxxxx Xxxxxxx
Xxxxx 0000
X0 Xxxxxxx, Xxxxxxxxxx 00000
Attention: Asset Management Department
with a copy to:
Sea/Tac Properties, Ltd.
00000 Xxxxxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: General Manager
with an additional copy to:
XxXxxxxx & XxXxxxxx
0000 Xxxx Xxxxxxxx Xxxxxxx
Xxxxx 0000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Attnetion: Xxxxxxxx XxXxxxxx
-3-
10.2 In addition to the manner in which notices may be given
by the parties pursuant to paragraph 17 of the Lease, the parties agree that
notice may be given by overnight courier (Federal Express, Airbourne Express,
etc.), by Express Mail, or by "Facsimile" transmitted signed document (by
Panafax, Telefax, etc.), provided that in any of said events a signed
counterpart of any of such forms of notice also shall be mailed by registered
or certified mail within seventy-two (72) business hours of such alternate
form of delivery or transmission.
11. Miscellaneous
-------------
Words used herein which are defined in the Lease shall have the same
meaning when used in this Amendment No. 1. All Exhibits attached hereto are by
this reference incorporated herein. Lessor acknowledges that Lessee herein has
succeeded to all of the right, title and interests of Xxxxxx Industries and
SEA/TAC Properties, Ltd., a California Limited Partnership, as Lessee under the
Lease, effective from and after January 1, 1987. Lessor and Lessee each hereby
acknowledge that to their bese information and belief no default exists under
the provisions of the Lease. Except as herein amended the Lease is hereby
ratified, affirmed and approved. All references to the Premises in the Lease
shall mean the Additional Premises as a part of the Premises, as described in
Exhibit "D," subsequent to the Amendment Effective Date.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to Lease as of the date and year first above written.
BOW LAKE, INC., SEA/TAC PROPERTIES, LTD.,
A Washington Corporation A California General
Partnership
By: /s/ Xxxxxx X. Xxxxxxx By: XXXXXX INDUSTRIES,
------------------------------ A California Corporation
doing business in
Title: Pres. Washington as XXXXXX
--------------------------- INDUSTRIES, INC., General
Partner
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxxx X. XxXxxxxx
--------------------------------- ------------------------------
Title: Vice President Xxxxxxxx X. XxXxxxxx
--------------------------- Title: Sr. Vice President and
"LESSOR" Secretary
--------------------------
"LESSEE"
-4-
LEGAL DESCRIPTION OF ORIGINAL PREMISES
FOR
LEASE BETWEEN SEA/TAC PROPERTIES AND BOW LAKE, INC.
THAT PORTION OF THE SOUTHEAST QUARTER OF THE XXXXXXXXX XXXXXXX XX XXXXXXX 00,
X0XXXXXX 23 NORTH, RANGE 4, EAST X.X., XXXX COUNTY, WASHINGTON DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SUBDIVISION; THENCE NORTH
88(degree)31'34" WEST ALONG THE NORTH LINE OF SAID SUBDIVISION 20.00 FEET TO
THE WESTERLY MARGIN OF 32ND AVENUE SOUTH; THENCE SOUTH 03(degree)04'28" WEST
ALONG SAID WESTERLY MARGIN 8.50 FEET; THENCE NORTH 88(degree)31'34" WEST
249.20 FEET TO THE EASTERLY LINE OF THAT TRACT OF LAND DESCRIBED IN INSTRUMENT
RECORDED UNDER KING COUNTY RECEIVING NO. 7212280221, AND THE TRUE POINT OF
BEGINNING; THENCE SOUTH ALONG SAID EASTERLY LINE 398.65 FEET; THENCE NORTH
82(degree)13'07" EAST 102.00 FEET TO AN EXISTING FENCE; THENCE NORTHERLY ALONG
SAID XXXXX ON THE FOLLOWING COURSES: NORTH 14(degree)11'41" WEST 17.97 FEET;
THENCE NORTH 12(degree)39'39" WEST 24.42 FEET; THENCE NORTH 05(degree)53'40"
WEST 16.31 FEET; THENCE NORTH 02(degree)57'16" EAST 160.14 FEET TO A POINT ON A
CURVE TO THE LEFT FROM WHENCE THE CENTER BEARS SOUTH 85(degree)55'58" WEST
30.67 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 24.87 FEET TO A POTNT OF
REVERSE CURVATURE WITH A CURVE TO THE RIGHT WHOSE CENTER BEARS NORTH
39(degree)27'48" EAST 43.23 FEET; THENCE NORTHERLY ALONG SAID CURVE 32.70 FEET
TO A POINT FROM WHENCE THE CENTER BEARS NORTH 82(degree)47'53" EAST, SAID POINT
ALSO BEING A POINT ON A CURVE TO THE RIGHT FROM WHENCE THE CENTER BEARS NORTH
79(degree)20'37" EAST 136.00 FEET; THENCE NORTHERLY ALONG SAID CURVE 48.60 FEET
TO A POINT FROM WHENCE THE CENTER BEARS SOUTH 80(degree)10'59" EAST 136.00
FEET, SAID POINT ALSO BEING A POINT ON A CURVE TO THE RIGHT FROM WHENCE THE
CENTER BEARS SOUTH 77(degree)27'18" EAST 65.84 FEET; THENCE NORTHEASTERLY ALONG
SAID CURVE 65.55 FEET TO A POINT FROM WHENCE THE CENTER BEARS SOUTH
20(degree)24'44" EAST 65.84 FEET; THENCE NORTH 07(degree)13'11" WEST ALONG SAID
FENCE LINE AND ITS NORTHERLY PROJECTION 19.57 FEET TO A POINT ON A LINE WHICH
BEARS SOUTH 88(degree)31'34" EAST FROM THE TRUE POINT OF BEGINNING; THENCE
NORTH 88(degree)31'34" WEST 109.09 FEET TO THE TRUE POINT OF BEGINNING.
EXHIBIT "A"
Page 1 of 1 Page
LEGAL DESCRIPTION
OF
ADDITIONAL PREMISES
XXXXXX INDUSTRIES
BOW LAKE PROPERTIES
LEGAL DESCRIPTION
ADDITIONAL PARCEL
-----------------
THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33,
TOWNSHIP 23 NORTH, RANGE 4 EAST, X.X., XXXX COUNTY WASHINGTON DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER FROM WHENCE THE NORTHEAST CORNER OF SAID SECTION 33 BEARS NORTH
03(degrees) 04' 28" EAST; THENCE NORTH 88(degrees) 31' 34" WEST 20.00 FEET TO
THE WESTERLY MARGIN OF 32ND AVENUE SOUTH; THENCE SOUTH 03(degrees) 04' 28" WEST
ALONG SAID WESTERLY MARGIN 8.50 FEET TO THE POINT OF BEGINNING OF THE PARCEL
------------------
HEREIN DESCRIBED; THENCE NORTH 88(degrees) 31' 34" WEST 139.30 FEET; THENCE
ALONG AN EXISTING FENCE AND ITS NORTHERLY EXTENSION SOUTH 07(degrees) 13' 11"
EAST 19.57 FEET TO A POINT OF CURVATURE OF A NON-TANGENT CURVE TO THE LEFT WITH
RADIUS POINT BEARING SOUTH 20(degrees) 24' 44" EAST 65.84 FEET DISTANT; THENCE
SOUTHWESTERLY AND SOUTHERLY ALONG SAID CURVE AND FENCE 65.55 FEET TO A POINT
FROM WHICH SAID RADIUS POINT BEARS SOUTH 77(degrees) 27' 18" EAST, SAID POINT
BEING ALSO THE POINT OF CURVATURE OF A NON-TANGENT CURVE TO THE LEFT WITH
RADIUS POINT BEARING SOUTH 80(degrees) 10' 59" EAST 136.00 FEET DISTANT; THENCE
SOUTHERLY ALONG SAID CURVE AND FENCE 48.60 FEET TO A POINT FROM WHICH SAID
RADIUS POINT BEARS NORTH 79(degrees) 20' 37" EAST, SAID POINT BEING ALSO THE
POINT OF CURVATURE OF A NON-TANGENT CURVE TO THE LEFT WITH RADIUS POINT BEARING
NORTH 82(degrees) 47' 53" EAST 43.23 FEET DISTANT; THENCE SOUTHERLY AND
SOUTHEASTERLY ALONG SAID CURVE AND FENCE 32.70 FEET TO THE POINT OF REVERSE
CURVATURE OF A CURVE TO THE RIGHT WITH RADIUS POINT BEARING SOUTH 39(degrees)
27' 48" WEST 30.67 FEET DISTANT; THENCE SOUTHEASTERLY AND SOUTHERLY ALONG SAID
CURVE AND FENCE 24.87 FEET TO POINT FROM WHICH SAID RADIUS POINT BEARS SOUTH
85(degrees) 55' 58" WEST; THENCE SOUTH 02(degrees) 57' 16" WEST ALONG SAID
FENCE 160.14 FEET; THENCE SOUTH 05(degrees) 53' 40" EAST ALONG SAID FENCE 16.31
FEET; THENCE SOUTH 12(degrees) 39' 39" EAST ALONG SAID FENCE 24.42 FEET; THENCE
SOUTH 14(degrees) 11' 41" EAST ALONG SAID FENCE 15.30 FEET TO THE POINT OF
DEPARTURE THEREOF; THENCE NORTH 57(degrees) 16' 42" EAST 39.31 FEET; THENCE
NORTH 59(degrees) 54' 15" EAST 112.28 FEET; THENCE NORTH 08(degrees) 04' 33"
EAST 48.05 FEET TO A POINT OF CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS
OF 125.00 FEET; THENCE NORTHERLY AND NORTHEASTERLY ALONG SAID CURVE 58.45 FEET
TO A POINT FROM WHICH THE RADIUS POINT BEARS SOUTH 55(degrees) 07' 54" EAST,
AND SAID POINT ALSO BEING ON THE EAST LINE OF SAID SECTION 33; THENCE NORTH
05(degrees) 21' 43" WEST 136.32 FEET; THENCE NORTH 12(degrees) 25' 03" EAST
43.00 FEET; THENCE NORTH 17(degrees) 21' 15" WEST 7.85 FEET TO THE SOUTHERLY
MARGIN XX XXXXX 000XX XXXXXX; THENCE ALONG SAID SOUTHERLY MARGIN NORTH
88(degrees) 31' 34" WEST 4.24 FEET TO A POINT ON THE WESTERLY MARGIN OF 32ND
AVENUE SOUTH; THENCE ALONG SAID WESTERLY MARGIN NORTH 03(degrees) 04' 28" EAST
11.51 FEET TO THE POINT OF BEGINNING.
CONTAINING 53,415 SQUARE FEET MORE OR LESS.
PREPARED BY XXXXXX XXXXXX AND ASSOCIATES, INC. SEPTEMBER 5, 1990
JOB NUMBER 8748.00
/s/ Xxxxxx X. Xxxxx
XXXXXX X. XXXXX
PROFESSIONAL LAND SURVEYOR
EXHIBIT "C"
Page 1 of 1 Page
LEGAL DESCRIPTION
OF
TOTAL PREMISES
XXXXXX INDUSTRIES
BOW LAKE PROPERTIES
LEGAL DESCRIPTION
COMBINED PARCEL
-----------------
THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33,
TOWNSHIP 23 NORTH, RANGE 4 EAST, X.X., KING COUNTY WASHINGTON DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER FROM WHENCE THE NORTHEAST CORNER OF SAID SECTION 33 BEARS NORTH
03(degrees) 04' 28" EAST; THENCE NORTH 88(degrees) 31' 34 WEST 20.00 FEET TO
THE WESTERLY MARGIN OF 32ND AVENUE SOUTH; THENCE SOUTH 03(degrees) 04' 28" WEST
ALONG SAID WESTERLY MARGIN 8.50 FEET TO THE POINT OF BEGINNING OF THE PARCEL
------------------
HEREIN DESCRIBED; THENCE NORTH 88(degrees) 31' 34" WEST 249.20 FEET TO THE
EASTERLY LINE OF THAT TRACT OF LAND DESCRIBED IN INSTRUMENT RECORDED UNDER KING
COUNTY RECEIVING NO. 7212280221; THENCE SOUTH ALONG SAID EASTERLY LINE 398.65
FEET; THENCE NORTH 82(degrees) 13' 07" EAST 102.00 FEET; THENCE NORTH
14(degrees) 11' 41" WEST 2.67 FEET; THENCE NORTH 57(degrees) 16' 42" EAST 39.31
FEET; THENCE NORTH 59(degrees) 54' 15" EAST 112.28 FEET; THENCE NORTH
08(degrees) 04' 33" EAST 48.05 FEET TO A POINT OF CURVATURE OF A CURVE TO THE
RIGHT HAVING A RADIUS OF 125.00 FEET; THENCE NORTHERLY AND NORTHEASTERLY ALONG
SAID CURVE 58.45 FEET TO A POINT FROM WHICH THE RADIUS POINT BEARS SOUTH
55(degrees) 07' 54" EAST, AND SAID POINT ALSO BEING ON THE EAST LINE OF SAID
SECTION 33; THENCE NORTH 05(degrees) 21' 43" WEST 136.32 FEET; THENCE NORTH
12(degrees) 25' 03" EAST 43.00 FEET; THENCE NORTH 17(degrees) 21' 15" WEST 7.85
FEET TO THE SOUTHERLY MARGIN XX XXXXX 000XX XXXXXX; THENCE ALONG SAID SOUTHERLY
MARGIN NORTH 88(degrees) 31' 34" WEST 4.24 FEET TO A POINT ON THE WESTERLY
MARGIN OF 32ND AVENUE SOUTH; THENCE ALONG SAID WESTERLY MARGIN NORTH
03(degrees) 04' 28" EAST 11.51 FEET TO THE POINT OF BEGINNING.
CONTAINING 88,396 SQUARE FEET MORE OR LESS.
PREPARED BY XXXXXX XXXXXX AND ASSOCIATES, INC. SEPTEMBER 5, 1990
JOB NUMBER 8748.00
/s/ Xxxxxx X. Xxxxx
XXXXXX X. XXXXX
PROFESSIONAL LAND SURVEYOR
EXHIBIT "D"
Page 1 of 1 Page
