Exhibit 10.12
SECOND AMENDMENT TO LEASE AND LEASE COMMENCEMENT
AGREEMENT
This Second Amendment to Lease and Lease
Commencement Agreement (“ Second
Amendment ”) is entered into on
March 20, 2006, by and between WORKSTAGE-OREGON, LLC, a Michigan
limited liability company (“ Landlord ”), and ROYAL
CARIBBEAN CRUISES LTD., a Liberian corporation (“
Tenant ”).
RECITALS
A. Landlord
and Tenant entered into a Lease Agreement dated January 24, 2005
(the “ Lease ”), by which Tenant leased from Landlord certain Premises
described therein. Landlord and Tenant entered into a First
Amendment to Lease dated April 19, 2005 (the “
First Amendment ”). References herein to the Lease shall include the
First Amendment to Lease as well as this Second Amendment where the
context requires. Capitalized terms not defined herein shall have
the same meaning as set forth in the Lease.
B. The
Lease Term has commenced and Tenant has accepted possession of the
Premises. Section 1.2 of the Lease provides that the parties shall
confirm the Lease Commencement Date, the Rent Commencement Date,
and the expiration date of the Lease Term.
C. A
portion of the Premises is the subject of a condemnation action by
the State to be used as a right-of-way for Interstate 5. Landlord
has deeded, with the consent of Tenant, the portion of the Premises
being condemned to the State. As such, the legal description for
the Premises needs to be modified.
D. By this
Second Amendment, Landlord and Tenant desire to: (i) confirm the
Lease Commencement Date, the Rent Commencement Date, and the
expiration date of the Lease Term, in satisfaction of Section 1.2
of the Lease; (ii) amend the Lease to revise the legal description
of the Premises; (iii) set forth the parties’ understanding
with respect to the completion of certain improvements at the
Premises; and (iv) set forth the parties’ understanding with
respect to a discount for Base Rent for the month of February, 2006
in consideration of Tenant waiving its right to receive Per Diem
Liquidated Damages under Section 25 of the Lease.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the above
recitals, the mutual covenants hereinafter set forth and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Landlord and Tenant hereby agree as
follows:
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1.
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Recitals. The foregoing recitals are true and correct
and incorporated herein by this reference.
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1– SECOND AMENDMENT TO LEASE
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2.
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Confirmation of Lease Terms.
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2.1
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The Lease Commencement Date is January 5,
2006;
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2.2
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The Rent Commencement Date is February 4,
2006;
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2.3
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The expiration date of the Lease Term is January 4,
2026, unless sooner terminated or extended as therein
provided;
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3.
Amendment to Legal Description.
Exhibit
“A” attached hereto is hereby
substituted in place of Exhibit
“A” to the Lease, as
previously amended by the First Amendment.
4.
Rental Discount. Base
Rent for the month of February, 2006, is hereby discounted to
$203,989.64, in consideration of Tenant’s waiver of any right
Tenant may have had to receive Per Diem Liquidated Damages under
Section 25 of the Lease for any delay in receiving possession of
the Premises. Tenant has previously remitted payment of the Base
Rent for the month of February, 2006.
5.
Completion of Additional Work.
Some work remains to be performed by Landlord to
complete the Premises to the level that they are required
to
