California-Beverly Hills-9242 Beverly Boulevard Lease [Amendment No. 1] - Beverly Mercedes Place Ltd. and Playboy Enterprises Inc.
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made as of this
10th day of October, 1991 by and between Beverly Mercedes Place, Ltd., a
California Limited Partnership ("Landlord") and Playboy Enterprises, Inc., a
Delaware corporation ("Tenant").
R E C I T A L S:
A. Landlord entered into a lease dated as of July 25, 1991 with
Tenant (the "Lease") whereunder Tenant leased space on the 2nd and 3rd floors of
the building located at 9242 Beverly Boulevard, Beverly Hills, California 90210
(the "Building").
B. Landlord and Tenant desire to modify certain of the terms and
conditions of the Lease.
C. Unless otherwise defined herein, capitalized terms as used
herein shall have the same meanings as defined in the Lease.
AMENDMENT
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby amend
the Lease as follows:
1. Paragraphs 69 and 70. Paragraphs 69 and 70 of the Lease are
hereby deleted in its entirety and the following paragraphs are hereby inserted
in their place:
"69. Subordination and Title Insurance Policy. The requirement of
Paragraph 28 of the Lease that Tenant subordinate its leasehold interest
in the Premises to the interest of (and to attorn to) the holder of each
ground lease, mortgage and trust deed conveying an interest in or
encumbering the Building, executed after the date this Lease is executed
and delivered, shall be conditioned upon the receipt by Tenant from each
such ground lessor, mortgagee or trustee, as the case may be, of a
commercially reasonable nondisturbance agreement which is in recordable
form. It shall be a condition to Tenant's obligations under this Lease
that Tenant obtains, on or before October 25, 1991, an ALTA 1970 Form B
leasehold policy of title insurance with such title endorsements as may be
requested by Tenant issued by Title Insurer (as defined below) showing the
leasehold interest created under this Lease vested in Tenant subject only
to the following matters: (a) real property taxes not
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then delinquent; (b) matters of title respecting the Site described in the
preliminary title report dated as of June 12, 1991 issued by Pacific Title
Guaranty ("Title Insurer") and supplements thereto dated as of July 3 and
July 9, 1991, a copy of which is attached hereto as Exhibit "L" and
incorporated herein by reference, but deleting therefrom exceptions 9, 27,
28 and Notes numbers 1 through 7; and (c) matters affecting the condition
of title to the Site created by or with the written consent of Tenant
(collectively, the "Title Policy"). The Title Policy shall be issued with
liability in the amount of Seven Hundred Fifty Thousand Dollars
($750,000.00), and the cost of the Title Policy shall be paid for by
Tenant. Landlord agrees to furnish such affidavits and indemnities to the
Title Insurer as the Title Insurer shall require in order to issue the
Title Policy. Without limiting the generality of the foregoing, Landlord
shall execute such indemnity agreements as the Title Insurer shall require
in order to provide Tenant with title insurance coverage against any loss
by reason of the establishment of priority over the leasehold interest of
any mechanics' liens or mechanics' liens rights. In the event that Tenant
fails to obtain the Title Policy on or before October 25, 1991, Tenant may
elect to terminate this Lease by delivering to Landlord written notice
within five (5) business days after October 25, 1991. In the event that
Tenant fails to timely deliver such notice, Tenant shall be deemed to have
approved this condition and Tenant shall not be able to terminate this
Lease because of the failure to obtain the Title Policy. In the event that
Tenant elects to terminate this Lease as provided in this paragraph,
Landlord shall reimburse Tenant for Tenant's actual out-of-pocket
expenses paid or incurred to Sam Cardella for the period between the date
of the execution of this Lease and such termination date.
70. Non-Disturbance Agreement. Landlord hereby agrees to obtain, on
or before October 25, 1991, a commercially reasonable non-disturbance
agreement from the current lender for the Building in a form similar to
the form attached hereto as Exhibit "J". In the event that Landlord fails
to obtain such Non-Disturbance Agreement on or before October 25, 1991,
Tenant may elect to terminate this Lease by delivering to Landlord written
notice within five (5) days after Tenant's receipt of Landlord's notice
informing Tenant that Landlord was unable to obtain the Non-Disturbance
Agreement. In the event that Tenant fails to timely deliver such notice,
Tenant shall be deemed to have approved this condition and Tenant shall
not be able to terminate this Lease because of Landlord's failure to
obtain a Non-Disturbance Agreement. In the event that Tenant elects to
terminate this Lease as provided in this Paragraph 70,
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Landlord shall reimburse Tenant for Tenant's actual out-of-pocket
expenses paid or incurred to Sam Cardella for the period between the date
of the execution of this Lease and such termination date."
2. Paragraph 14 - Alterations. The language "or non-structural
Change where the cost of such Change, individually or when aggregated with all
Changes not previously approved by Landlord in writing, is $500,000.00 or more"
is hereby added after the word "Change" in the first line of the first sentence
of Paragraph 14(b).
3. Paragraph 22 - Damage or Destruction. The following paragraph
is hereby added to the Lease:
"(e) The provisions of California Civil Code ss.1932, Subsection
2, and ss.1933, Subsection 4, are hereby waived by Tenant."
4. Counterparts. This First Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, but both of which,
taken together, shall constitute one and the same First Amendment.
5. No Other Changes. In all other respects, the terms and
conditions of the Lease are hereby affirmed by the parties, and any provisions
of the Lease not inconsistent with the modifications set forth herein shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment
as of the day and year first above written.
LANDLORD: BEVERLY MERCEDES PLACE, a California
Limited Partnership
By: Silver Star, Inc. a California
corporation, general partner
By:/s/ Ross S. Gilbert
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Ross S. Gilbert, President
TENANT: PLAYBOY ENTERPRISES, INC. a
Delaware corporation
By: /s/ Dale Gordon
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Its: Vice-President
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