Exhibit 10(ff)
SECOND AMENDMENT TO LEASE AGREEMENT AND
ASSIGNMENT AND ASSUMPTION OF LEASE
(Building J)
This Second Amendment to Lease Agreement (this "Amendment") is
made and entered into this 1st day of August, 2003 (the "Effective Date") by and
among LIT-ENVP LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"),
EXHIBIT CRAFTS, INC., a California corporation ("Exhibit Crafts"), INTERNATIONAL
EXPO SERVICES, INC., a California corporation ("IES") (Exhibit Crafts and IES
are collectively referred to as the "Original Tenant"), and SPARKS EXHIBITS AND
ENVIRONMENTS, LTD, a California corporation ("Assignee").
RECITALS
A. Landlord's predecessor-in-interest and Original Tenant
entered into the Lease Agreement (California Net Lease) dated September 22, 2000
(the "Original Lease") with respect to certain premises commonly known as
Building J in the Heritage Springs Business Park in Santa Fe Springs, California
consisting of approximately 91,440 rentable square feet (the "Premises"), as
such Premises are more particularly described in the Lease. The Original Lease
was amended pursuant to the First Amendment to Lease dated as of September 23,
2002 (the "First Amendment"). The Original Lease, as amended by the First
Amendment, is collectively referred to herein as the "Lease".
B. Exhibit Crafts desires to assign all of its interest in, to
and under the Lease to Assignee and Assignee desires to accept such assignment
and assume (on a joint and several basis with IBS) all of the Tenant's
obligations under the Lease arising from and after the date hereof.
C. Subject to the terms and conditions set forth in this
Amendment, Landlord, Original Tenant and Assignee desire to (i) memorialize
Exhibit Crafts' assignment and Assignee's assumption of the Lease, and (ii) to
amend certain provisions of the Lease in accordance with the terms of this
Amendment.
D. Capitalized terms used but not defined herein shall have
their meanings set forth in the Lease. From and after the Effective Date, all
references to "Tenant", whether in the Lease or in this Amendment, shall mean
collectively the Assignee and IES on a joint and several basis.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:
1. Assignment of Assumption. As of the Effective Date, Exhibit
Crafts hereby assigns all of its right, title and interest in and to the Lease
(as amended hereby) to Assignee, and Assignee hereby agrees to assume, on a
joint and several basis with IES, all of the Tenant's obligations and
liabilities under the Lease (as amended hereby) arising from and after the date
of this Amendment. Based on Assignee's assumption as described in the previous
sentence, Landlord hereby consents to the foregoing assignment and assumption.
2. Letter of Credit. On or before the Effective Date, Tenant
shall deliver to Landlord a Letter of Credit with a Commitment Fee Amount of $
145,000.00 and otherwise in accordance with the terms of Paragraph 5 of the
Original Lease, except that (i) the Commitment Fee Amount shall be increased to
$145,000.00 as described above, and (ii) subparagraph (b) of Paragraph 5 of the
Original Lease shall be deleted in its entirety and replaced with the following:
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"(b) Provided that Tenant is not then in default under this
Lease, beyond all applicable notice and cure periods relating thereto, the
Commitment Fee Amount shall be reduced by $20,000.00 on each of August 1 of
2004, 2005 and 2006."
Within three (3) business days following Landlord's receipt of
the new Letter of Credit, Landlord shall return the original Letter of Credit to
Original Tenant.
3. Partial Base Rent Credit. Provided that Tenant is not then
in default under the Lease (as amended hereby), beyond all applicable notice and
cure periods relating thereto, commencing on August 1, 2003, Tenant shall be
entitled to a partial credit against its Base Rent obligation, as to when the
same becomes due, in accordance with the following schedule:
Months of Lease Term Amount of Base Rent Credit
-------------------- --------------------------
8/1/03 - 7/31/04 $ 571.00 per month
8/1/04 - 7/31/05 $1,412.00 per month
8/1/05 - 7/31/06 $ 706.00 per month
4. Bond Assessment. Notwithstanding anything to the contrary
contained in the Lease (as amended hereby), Tenant hereby acknowledges and
agrees that its obligation to pay Tenant's Proportionate Share of Taxes shall
include, without limitations, all assessments affecting the Project, including,
without limitation, the assessments pursuant to the City of Santa Fe Springs
$2,315,000 Limited Obligation Improvement Bonds, Heritage Springs Assessment
District No. 2001-1. No additional amounts will be payable that is attributable
to periods prior to the Effective Date with respect to such assessments.
5. Estoppel. Tenant warrants, represents and certifies to
Landlord that as of the date of this Amendment, to the best of Tenant's
knowledge, (a) Landlord is not in default under the Lease, and (b) Tenant does
not have any defenses or offsets to payment of rent and performance of its
obligations under the Lease as and when same becomes due. Landlord warrants,
represents and certifies to Tenant that as of the date of this Amendment, to the
best of Landlord's knowledge, (a) Tenant is not in default under the Lease, and
(b) Tenant is paid current in its rent obligations under the Lease (as amended
hereby) through July, 2003, subject to any reconciliation of Operating Expenses
pursuant to the terms of the Lease. Exhibit Crafts hereby waives any claims that
it may have against Landlord with respect to any matters arising prior to the
date of this Amendment.
6. Attorney's Fees. In the event any party shall commence an
action to enforce any provision of the Lease (as amended hereby), the prevailing
party in such action shall be entitled to receive from the other party, in
addition to damages, equitable or other relief, and all costs and expenses
incurred, including reasonable attorneys fees and court costs and the fees and
costs of expert witnesses, and fees incurred to enforce any judgment obtained.
This provision with respect to attorneys fees incurred to enforce a judgment
shall be severable from all other provisions of the Lease, shall survive any
judgment, and shall not be deemed merged into the judgment.
7. Authority. Original Tenant, Assignee and Landlord each
represents that it has full power and authority to enter into this Amendment and
the person signing on behalf of each of Original Tenant, Assignee and Landlord
has been fully authorized to do so by all necessary corporate or partnership
action on the part of such party.
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8. Original Lease in Full Force. Except for those provisions
which are inconsistent with this Amendment and those terms, covenants and
conditions for which performance has heretofore been completed, all other terms,
covenants and conditions of the Lease shall remain in full force and effect.
Landlord and Tenant each hereby ratifies the Lease, as amended hereby.
9. Binding Effect; Defined Terms; Joint and Several. This
Amendment shall be binding upon and inure to the benefit of Landlord, its
successors and assigns and Tenant and its permitted successors and permitted
assigns. Capitalized terms used but not defined herein shall have their meanings
set forth in the Lease. From and after the Effective Date, all references to
"Tenant", whether in the Lease or in this Amendment, shall mean collectively the
Assignee and IES on a joint and several basis.
10. Confidentiality. Tenant acknowledges and agrees that the
content of this Amendment and any related documents, correspondence and
discussions constitute confidential information (collectively, the "Confidential
Information") and are to be kept strictly confidential by Tenant and shall not
be disclosed by Tenant to any other party, except as required by applicable law
or judicial process. Tenant further acknowledges that Tenant's agreement to keep
all of the Confidential Information strictly confidential and not to disclose
the same to any other party is a material inducement to Landlord to enter into
this Amendment. Tenant shall indemnify, defend, reimburse and hold Landlord
harmless from and against any and all claims, demands, losses, liabilities,
causes of action, suits, judgments, damages, costs and expenses arising out of
any breach by Tenant of this Section 10.
11. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original part and all of which
together shall constitute a single agreement.
12. Effectiveness. Notwithstanding the execution of this
Amendment by the parties or any other provision of this Amendment to the
contrary, this Amendment shall not become effective unless and until Assignee
delivers written notice to Landlord on or before August 15, 2003 certifying that
Assignee has acquired the assets of Exhibit Crafts and is assuming the Lease, as
amended by this Amendment (the "Assumption Notice"). If Landlord does not
receive the Assumption Notice from Assignee on or before August 15, 2003, then
without the requirement of any further writing or other act of any party, this
Amendment shall be null, void and of no force or effect, and the Lease shall
remain in full force and effect as if this Amendment were never executed.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this
Amendment as of the date first written above.
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LANDLORD: ORIGINAL TENANT:
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LIT-ENVP LIMITED PARTENRSHIP, EXHIBIT CRAFTS, INC
a Delaware limited partnership a California corporation
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By: LIT-ENVGP,LLC., a Delaware limited By: s/s Xxxxxxx Xx Xxxxxxx
liability company, its sole general partner ----------------------
Name: Xxxxxxx Xx Xxxxxxx
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Title: CEO
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By: LIT Industrial Limited Partnership, a By; s/s Xxxx Xxxxxx
Delaware limited partnership, its sole member ---------------
Name: Xxxx Xxxxxx
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Title: Controller
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By: LIT Holdings GP, LLC, a Delaware INTERNATIONAL EXPO SERVICES, INC.,
limited liability company, its general a California corporation
partner
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By: Lion Industrial Properties, LP By: s/s Xxxxxxx Xx Xxxxxxx
A Delaware limited partnership, ----------------------
its sole member Name: Xxxxxxx Xx Xxxxxxx
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Title: CEO
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By: LIT GP Sub, LLC a Delaware limited By; s/s Xxxx Xxxxxx
liability company, its general partner ---------------
Name: Xxxx Xxxxxx
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Title: Controller
----------
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By: Lion Industrial Trust, a Maryland real ASSIGNEE:
estate investment trust, its manager
SPARKS EXHIBITS AND ENVIRONMENTS, LTD.,
A California corporation
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By: s/s Xxxxxx Xxxxx By: s/s Xxxxxx X. Xxxxxxxx
---------------- ----------------------
Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxx
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Vice President Title: VP and CFO
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By: s/s Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: Secretary
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FIRST AMENDMENT TO LEASE
This First Amendment to Lease (this "Amendment") is made and entered
into as of this 23 day of September, 2002, by and between CFH-ENVP LIMITED
PARTNERSHIP, a Delaware limited partnership ("Landlord"), and EXHIBIT CRAFTS
INC., a California corporation and INTERNATIONAL EXPO SERVICES INC. , a
California corporation (jointly and severally, the "Tenant").
RECITALS
A. Tenant is the tenant pursuant to that certain Lease
Agreement (California Net Lease) between Landlord and Tenant dated as of
September 22, 2000 (the "Lease"), pursuant to which Tenant is currently leasing
approximately 91,440 rentable square feet of space (the "Premises") in the
building located at 00000 Xxxx Xxxxx, Xxxxx Xx Xxxxxxx, Xxxxxxxxxx (the
"Building"), as such Premises is more particularly described in the Lease.
B. Landlord and Tenant desire to amend the Lease as provided
herein.
C. All capitalized terms used herein but not specifically
defined in this Amendment shall have the meanings ascribed to such terms in the
Lease. The term "Lease" where used in the Lease shall hereinafter refer to the
Lease, as amended by this Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:
1 . Paragraph 14: Parking. The following is hereby added after
the last sentence of Paragraph 14 of the Lease:
"Notwithstanding anything to the contrary contained in this
Lease, Tenant acknowledges and agrees that it shall not have
reciprocal rights of parking with respect to any of the
parcels comprising the Project other than the parcel
encumbered by this Lease."
2. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original part and all of which
together shall constitute a single agreement.
3. Original Lease in Full Force. Except for those provisions
which are inconsistent with this Amendment and those terms, covenants and
conditions for which performance has heretofore been completed, all other terms,
covenants and conditions of the Lease shall remain in full force and effect and
Tenant hereby ratifies the Lease, as amended by this Amendment.
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IN WITNESS WHEREOF, this Amendment is executed as of the date first
written above.
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"Landlord" "Tenant"
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CFH-ENVP LIMITED PARTNERSHIP, EXHIBIT CRAFTS, INC
a Delaware limited partnership a California corporation
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By: CFH-ENVPGP, LLC By: s/s Xxxxxxx Xx Xxxxxxx
A Delaware limited liability company ----------------------
Its: General Partner Name: Xxxxxxx Xx Xxxxxxx
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Title: CEO
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By: CROW FAMILY HOLDINGS INTERNATIONAL EXPO SERVICES, INC.,
INDUSTRIAL LIMITED PARTNERSHIP, a California corporation
a Delaware limited partnership
Its: Member
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By: CFH INDUSTRIAL TRUST, INC., By: s/s Xxxxxxx Xx Xxxxxxx
a Maryland corporation ----------------------
Its: General Partner Name: Xxxxxxx Xx Xxxxxxx
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Title: CEO
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By: s/s Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Vice President
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