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EXHIBIT 10.5
THIRD ADDENDUM TO OFFICE LEASE
THIS THIRD ADDENDUM TO LEASE (the "Third Addendum"), dated
October l,
1999, is made by and between DOUGLAS EMMETT JOINT VENTURE, a
California general
partnership, as predecessor-in-interest to Pinkwood Properties
Corp., a New York
corporation ("Landlord"), with offices at 12121 Wilshire
Boulevard, Suite 600,
Los Angeles, California 90025, and GRAND HAVANA ENTERPRISES,
INC., a Delaware
corporation (formerly known as United Restaurants, Inc.)
("Tenant"), with
offices at 301 North Canon Drive, Suite R-01, Beverly Hills,
California 90210.
WHEREAS,
A. Landlord, pursuant to the provisions of that certain written
Office
Lease, dated July 1, 1994, as amended by the First Addendum to
Office Lease,
dated October 10, 1994, and as amended by the Second Addendum to
Office Lease,
dated November 23, 1994 (collectively, the "Lease"), leased to
Tenant and Tenant
leased from Landlord space in the property located at 301 North
Canon Drive,
Beverly Hills, California 90210 (tile "Building"), commonly
known as Suites R-01
and R-01A (the "Premises");
B. The Term of said Lease expires November 30, 1999, which Term
Landlord
and Tenant wish to hereby extend;
C. Landlord and Tenant, for their mutual benefit, wish to revise
certain
other covenants and provisions of this Lease.
NOW, THEREFORE, IN CONSIDERATION of the covenants and provisions
contained
herein, and other good and valuable consideration, the
sufficiency of which
Landlord and Tenant hereby acknowledge, Landlord and Tenant
agree:
1. CONFIRMATION OF DEFINED TERMS. Unless modified herein, all
terms
previously defined and capitalized in the Lease shall hold the
same
meaning for the purposes of this Third Addendum.
2. EXTENSION OF TERM. The Term is hereby extended five (5) years
(the
"Extended Term"), from and including December 1, 1999, through
and
including November 30, 2004 (the "Termination Date").
3. REVISION IN MONTHLY BASE RENT. Tenant acknowledges and agrees
that,
commencing December 1, 1999, and continuing through November 30,
2000,
Tenant shall pay the Monthly Base Rent of $23,309.65 per
month.
Commencing December 1, 2000, and continuing through November
30,
2001, the Monthly Base Rent payable by Tenant shall increase
from
$23,309.65 per month to $24,008.94 per month;
Commencing December 1, 2001, and continuing through November
30,
2002, the Monthly Base Rent payable by Tenant shall increase
from
$24,008.94 per month to $24,729.21 per month;
Commencing December 1, 2002, and continuing through November
30,
2003, the Monthly Base Rent payable by Tenant shall increase
from
$24,729.21 per month to $25,471.08 per month; and
Commencing December 1, 2003, and continuing throughout the
remainder
of the Extended Term, the Monthly Base Rent payable by Tenant
shall
increase from $25,471.08 per month to $26,235.22 per month.
4. REVISION OF BASE YEAR. Effective as of December 1, 1999, the
Base Year for
Tenant's payment of increases in (i) Operating Costs (as defined
in
Section 3.A.(ii) of the Lease) for the retail space Operating
Cost pool,
and (ii) Taxes (as defined in Section 3.A.(i) of the Lease) for
the
Project, shall be changed to calendar year 2000. With respect
only to
Operating Costs, the amounts payable by Tenant under Section 3
of the
Lease for each calendar year commencing with calendar year 2002
shall not
exceed by more than ten percent (10%) the amounts payable by
Tenant
thereunder for the immediately preceding calendar year,
exclusive of
increases in insurance premiums.
5. ACCEPTANCE OF PREMISES AND COMPLETION OF IMPROVEMENTS. Tenant
acknowledges
that it has been in possession of the Premises for over five (5)
years;
has failed to make any claim against Landlord for the repair of
latent
defects in the Premises; and has made its own inspection of and
inquiries
regarding the Premises, which are already improved. Therefore,
Tenant
accepts the Premises in their "as-is" condition. Tenant
further
acknowledges that Landlord has made no representation or
warranty, express
or implied, except as are contained in this Lease and its
Exhibits,
regarding the condition, suitability or usability of the
Premises or the
Building for the purposes intended by Tenant.
6. LETTER OF CREDIT. Concurrently with Tenant's execution and
delivery of
this Third Addendum, Tenant shall deliver to Landlord, as
collateral for
the full and faithful performance by Tenant of all of its
obligations
under the Lease and for all losses and damages Landlord may
suffer as a
result of any default by Tenant under this Lease, an irrevocable
and
unconditional negotiable letter of credit (the "LETTER OF
CREDIT"), in the
form and containing the terms required herein, payable in the
County of
Los Angeles, California, running in favor of Landlord, issued by
a solvent
bank under the supervision of the Superintendent of Banks of the
State of
California, or a National Banking Association, in the amount of
Sixty
Thousand Dollars ($60,000.00) ("LC AMOUNT"). The Letter of
Credit shall be
(i) at sight and irrevocable, (ii) subject to the terms of this
Section 6,
maintained in effect, whether through replacement, renewal or
extension,
for the entire period from the date of execution of this Third
Addendum to
Lease through the scheduled expiration of the Extended Term
("LEASE
EXPIRATION DATE") and Tenant shall deliver a new Letter of
Credit or
certificate of renewal or extension to Landlord at least fifteen
(Ii) days
prior to the expiration of the Letter of Credit, without any
action
whatsoever on the part of Landlord, (iii) subject to the Uniform
Customs
and
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Initial Initial Initial Initial
<PAGE>
THIRD ADDENDUM TO OFFICE LEASE (CONTINUED)
Practices for Documentary Credits (1993-Rev) International
Chamber of
Commerce Publication #500, and (iv) fully assignable by Landlord
in
connection with a transfer of Landlord's interest in this Lease
and permit
partial draws. In addition to the foregoing, the form and terms
of the
Letter of Credit (and the bank issuing the same) shall be
acceptable to
Landlord, in Landlord's reasonable discretion, and shall
provide, among
other things, in effect that: (A) Landlord, or its then managing
agent,
shall have the right to draw down an amount up to the face
amount of the
Letter of Credit upon the presentation to the issuing bank of
Landlord's
(or Landlord's then managing agent's) written statement that
such amount
is due to Landlord under the terms and conditions of this Lease,
it being
understood that if Landlord or its managing agent be a
corporation,
partnership or other ent
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