FIRST AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE
This FIRST AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE ("FIRST AMENDMENT"), is
made and entered into as of March 19, 2001 (the FIRST AMENDMENT DATE"), by and
between MAJESTIC-FULLERTON ROAD, LLC, a California limited liability company and
PFG FULLERTON LIMITED PARTNERSHIP, an Iowa limited partnership (collectively, as
"LANDLORD"), and HOT TOPIC ADMINISTRATION, INC., a California Corporation (as
"TENANT').
RECITALS:
A. Tenant and Majesty Realty Co., a California Corporation and Patrician
Associates, Inc., a California corporation predecessor-in-interest to
Landlord entered into that certain Industrial Real Estate Lease (the
"LEASE"), dated December 10, 1998, whereby Landlord leased to Tenant
and Tenant leased from Landlord approximately 125,000 square feet of
space (the "EXISTING PROPERTY") in the building commonly known as 00000
Xxxx Xxx Xxxx Xxxxxx, Xxxx xx Xxxxxxxx, Xxxxxxxxxx.
B. Tenant desires to expand the Existing Property to include that certain
adjacent space which is in the Project, consisting of approximately
125,000 square feet ("EXPANSION SPACE") in the building commonly known
as 00000 Xxxx Xxx Xxxx Xxxxxx, Xxxx xx Xxxxxxxx, Xxxxxxxxxx, as
delineated on Exhibit "A" attached hereto and made a part hereof.
C. The parties desire to amend the Lease on the terms and conditions set
forth in this First Amendment.
AGREEMENT:
NOW, THEREFOR, in consideration of the foregoing recitals and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. TERMS. All undefined terms when used herein shall have the same
respective meanings as are given such terms in the Lease unless
expressly provided otherwise in this First Amendment.
2. PROPERTY.
2.1 TENANT'S ACCEPTANCE OF THE PROPERTY. Effective as of August 1,
2001 ("EXPANSION SPACE COMMENCEMENT Date"), the "Property"
shall contain approximately 250,000 square feet of space in
the Project and shall consist of the Existing Property and the
Expansion Space. Tenant shall accept the Property in its
presently existing, "as is" condition and Landlord has made no
representation or warranty with regard to the condition of the
Property of the Property or the suitability thereof for
Tenant's business, nor shall Landlord be obligated to provide
or pay for any improvement work or services related to the
improvement of the Property; provided, however, Landlord, at
its sole cost and expense, shall, at such time as is mutually
agreeable to Landlord and Tenant, remove the presently
existing demising wall as set forth on Exhibit "A" attached
hereto ("LANDLORDS WORK"). Landlord shall use Landlord's
standard building materials and finishes in the construction
of Landlords Work. Since Tenant may be occupying a portion of
the Property pursuant to the Lease; as amended by this First
Amendment, while Landlord is performing Landlord's Work,
Landlord agrees that it shall use commercially reasonable
efforts to perform Landlord's Work in a manner so as to
minimize interference with Tenant's business. Tenant hereby
acknowledges that, notwithstanding Tenant's occupancy of a
portion of the Property during the performance of Landlord's
Work, Landlord shall be permitted to perform Landlord's Work
during normal business hours, and Tenant shall provide a clear
working area for Landlord's Work (including, but not limited
to, the moving of furniture, fixtures and Tenant's property
away from the area Landlord is conducting Landlord's Work).
Tenant hereby agrees that the performance of Landlord's Work
shall in no way constitute a constructive eviction of Tenant
not entitle Tenant to, if any, abatement of rent. Landlord
shall have no responsibility or for any reason be liable to
Tenant for any direct or indirect injury to or interference
with Tenant's business arising from Landlords Work, nor shall
Tenant be entitled to any compensation or damages from
Landlord for loss of the use of whole or any part of the
Property, for loss of or damage to Tenant's personal property,
merchandise, fixtures or improvements, or for any
inconvenience or annoyance resulting form Landlord's Work or
for Landlord's actions in connection with Landlord's Work.
2.2 RESTORATION OF THE DEMISING WALL. Prior to the termination of
this Lease, Tenant, at Tenant's sole cost and expense, shall
restore the above referenced demising wall.
3. RENT.
3.1 BASE RENT. Effective as of the Expansion Space Commencement
Date, the monthly Base Rent for the Property shall be
NINETY-FOUR THOUSAND THREE HUNDRED TWENTY-FIVE AND NO/100
DOLLARS ($94,325.00).
3.2 PREPAID RENT. Concurrent with Tenant's execution and delivery
of this First Amendment, Tenant shall deliver to Landlord a
check payable to Landlord in the amount of FIFTY THOUSAND FIVE
HUNDRED SEVENTY-FIVE AND NO/100 DOLLARS ($50,757.00), which
amount represents the first month's rent due for the Expansion
Space.
3.3 TENANT'S SHARE. Effective as of the Expansion Space
Commencement Date, Section 1.12(b)(iv) is deleted in its
entirely and the following is substituted in place thereof:
"Tenant's Initial Pro Rata Share of Common Area
Expenses is 100%."
3.4 LANDSCAPE FEE. Effective as of the Expansion Space
Commencement Date, the Landscape Fee shall commence at an
amount equal to ONE THOUSAND TWO HUNDRED FIFTY AND NO/100
DOLLARS ($1,250.00); provided however Landlord and Tenant
acknowledge that such amount may be adjusted in accordance to
the terms of Article 16 of the Lease, as amended by this First
Amendment.
4. SECURITY DEPOSIT. Concurrently with Tenant's execution and delivery of
this First Amendment, Tenant shall deposit with Landlord an additional
Security Deposit in an amount equal to FIFTY THOUSAND FIVE HUNDRED
SEVENTY-FIVE AND NO/100 DOLLARS ($50,575.00) as additional security for
the performance by Tenant of its obligation under the Lease, as amended
by this First Amendment.
5. DELETIONS. Effective as of the Expansion Space Commencement Date,
Article 17 of the Lease are hereby deleted and shall be of no further
force or effect.
6. BROKERS. The parties recognize that the only brokers involved in the
negotiation of this First Amendment are Majestic Realty Co. and The
Staubach Company and agree that Landlord shall be solely responsible
for the payment of any "Brokerage Commission" to such broker. Each
party represents and warrants to the other that they have not dealt
with any other broker in connection with the negotiation and
consummation of this First Amendment and they each know of no other
real estate broker, agent or finder who is, or might be, entitled to a
commission or compensation in connection with this First Amendment.
Each party agrees to indemnify and defend the other party against, and
hold the other party harmless from, any and all claims, demands,
losses, liabilities, damages, lawsuits, judgments, and costs and
expenses (including, without limitation, reasonable attorneys' fees and
costs) with respect to any leasing commission or equivalent
compensation alleged to be owing on account of the indemnifying party's
dealings with any other real estate broker or agent.
7. NO OTHER MODIFICATIONS. Except as otherwise provided herein, all other
terms and provisions of the Lease shall remain in full force and
effect, unmodified by this First Amendment.
8. BINDING EFFECT. The provisions of this First Amendment shall be binding
upon and inure to the benefit of the heirs, representatives, successors
and permitted assigns of the parties hereto.
9. AUTHORITY. The parties represent and warrant that they have the
requisite authority to bind the entity on whose behalf they are
signing.
10. COUNTERPARTS. This First Amendment may be executed in any number of
original counterparts. Any such counterpart, when executed, shall
constitute an original of this First Amendment, and all such
counterparts together shall constitute one and the same First
Amendment.
IN WITNESS WHEREOF, the parties have entered into this First Amendment
as of the date first set forth above.
"LANDLORD" "TENANT"
MAJESTIC-FULLERTON ROAD, LLC, HOT TOPIC ADMINISTRATION, INC.
a California limited liability company a California corporation
By: MAJESTIC REALTY CO., By: /s/ Xxxxx XxXxxxxxxx
a California corporation, its sole member
Its: XXXXX XXXXXXXXXX, PRESIDENT
By: By: /s/ Xxxx Xxxxxxx
--------------------------------- -----------------------------
Its: Its: XXXX XXXXXXX, VICE
PRESIDENT
--------------------------- ------------------------
PFG FULLERTON LIMITED PARTNERSHIP,
an Iowa limited partnership
By: PATRICIAN ASSOCIATES, INC.,
a California corporation, its general partner
By:
-------------------------------
Its:
--------------------------
By:
-------------------------------
Its:
-------------------------
GUARANTOR HEREBY ACKNOWLEDGES AND AGREES TO THE TERMS OF THIS FIRST AMENDMENT TO
INDUSTRUAL REAL ESTATE LEASE AS OF THE DATE FIRST SET FORTH ABOVE.
HOT TOPIC, INC.
a California corporation
By: /s/ Xxxxx XxXxxxxxxx
--------------------------------
Its: XXXXX XXXXXXXXXX, PRESIDENT
By: /s/ Xxxx Xxxxxxx
--------------------------------
Its: XXXX XXXXXXX, VICE PRESIDENT
-------------------------
