EXHIBIT 10 (bb)
SECOND AMENDMENT TO,
AND PARTIAL TERMINATION OF, LEASE AGREEMENT
THIS SECOND AMENDMENT TO, AND PARTIAL TERMINATION OF, LEASE
AGREEMENT
(the "Second Amendment"), is entered into
as of January 1, 2004, by and between
GILLESPIE FIELD PARTNERS, LLC, a California
limited liability company
("Landlord") and SPARKS EXHIBITS, LTD., a
California corporation ("Tenant"),
with reference to the following facts:
A. Landlord and Tenant are all of the parties to that certain
Lease
Agreement dated as of June 29, 1998 (the
"Lease"), wherein Landlord leased to
Tenant certain real property located at
2025 Gillespie Way, El Cajon,
California, having located thereon a single
industrial building (the "Building")
containing approximately 150,159 square
feet of space (the "Original Premises").
B. Subsequent to execution of the Lease, Tenant's business
requirements
have changed and Tenant has requested that
Landlord assist Tenant in locating
tenants to lease portions of the Original
Premises. In accordance with Tenant's
request, Landlord previously identified
G.T.M. Wholesale Liquidators Inc.
("GTM") as a prospective tenant to lease a
portion of the Original Premises
comprising approximately 40,694 square feet
(the "GTM Premises") and Landlord
and Tenant have previously entered into
that certain First Amendment to Lease
Agreement and Agreement dated as of October
31, 2003 (the "First Amendment"),
whereby Landlord and Tenant have agreed to
mutually cooperate and undertake to
pay for and perform certain obligations
with respect to the GTM Premises.
C. Upon the fulfillment and satisfaction of certain terms,
provisions
and conditions set forth in the First
Amendment, Landlord and Tenant agreed to
mutually terminate the Lease with respect
only to the portion of the Original
Premises which is comprised of the GTM
Premises. Subject to payment by Tenant of
remaining amounts required by the First
Amendment, such terms, provisions and
conditions set forth in the First Amendment
have been fulfilled and satisfied
and, accordingly, Landlord and Tenant
desire to memorialize the partial
termination of the Lease with respect to
the GTM Premises and to otherwise amend
certain terms and provisions of the Lease
affected by such partial termination.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements
and undertakings contained in this Second
Amendment and the exchange of other
good and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
1. Definitions. Unless defined in this Second Amendment, or except
as
otherwise expressly provided in this Second
Amendment, capitalized terms
utilized in this Second Amendment shall
have the meanings ascribed to such terms
in the Lease.
2. Mutual Partial Termination of the Lease; Effective Date.
Pursuant
to, and in accordance with, Section 4 of
the First Amendment ("Section 4"),
Landlord and Tenant hereby agree and
acknowledge that (i) subject to payment by
Tenant of remaining amounts required by the
First Amendment, all terms,
provisions and conditions of Section 4
which were required to be fulfilled and
satisfied in order for the Lease to be
partially terminated have been fulfilled
and satisfied, (ii) effective as of January
1, 2004 (the "Effective Date"), the
Lease is partially terminated with respect
only to the portion of the Original
Premises which is comprised of the GTM
Premises (the "Partial Termination"),
(iii) this Second Amendment is intended by
Landlord and Tenant to constitute the
"mutually acceptable written instrument"
referred to in Section 4 of the First
Amendment, which Section 4 contemplates is
to be entered into by Landlord and
Tenant partially terminating and amending
the Lease and (iii) the Lease is
amended and modified in accordance with the
terms and provisions of this Second
Amendment. Notwithstanding Landlord's
agreement with Tenant to partially
terminate the Lease as of the Effective
Date, as aforesaid, Tenant shall remain
obligated and liable for Tenant's share of
costs and expenses set forth in the
First Amendment as fully and finally
determined. Landlord has previously
provided Tenant with good faith estimates
of the costs and expenses described
and set forth in Section 3 of the First
Amendment and Section 6 of the First
Amendment. As soon as practicable following
the execution of this Second
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Amendment, Landlord shall use its good
faith best efforts to provide Tenant with
a breakdown of the final costs and expenses
required to be paid by Tenant
pursuant to the First Amendment,
accompanied by reasonable supporting
documentation and the parties will
discharge their respective responsibilities
with respect thereto in accordance with all
terms and provisions of the First
Amendment.
3. Specific Amendments to the Lease. Effective as of the
Effective
Date, the Lease is hereby amended only in
the following specific respects:
3.1 Definition of Premises. The definition of the "Premises",
for all purposes of the Lease, shall refer
to, and be deemed to refer to, the
Original Premises reduced by the portion of
the Original Premises which
comprises the GTM Premises, consisting of
approximately 109,465 square feet,
depicted in the amended Exhibit A attached
to this Second Amendment, which
Exhibit A amends, supersedes and replaces
in its entirety, original Exhibit A to
the Lease.
3.2 Parking. The requirement, in Section 1.1 of the Lease,
that the Premises contain not less than 200
parking spaces is hereby amended to
provide that the Premises shall contain not
less than 145 parking spaces.
3.3 Base Monthly Rental. Base Monthly Rental, as provided in
Section 3.1 of the Lease, shall be the sum
of $52,542.97 per month, and, in
accordance with Section 3.3 of the Lease,
shall remain fixed throughout the
balance of the initial term of the Lease as
set forth in Section 2.1 of the
Lease.
3.4 Share of
Common Area Maintenance Expenses and Other
Charges.
(a) Section 3.4 of the Lease shall be amended in its enti
