EXHIBIT 10-J
SECOND LEASE MODIFICATION AGREEMENT
THIS SECOND LEASE MODIFICATION AGREEMENT ("Agreement") is
made and entered into this 16th day of August, 1994, by and
between REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, an Oregon
limited partnership ("Landlord"), and FRED MEYER, INC., a
Delaware corporation, ("Tenant").
R E C I T A L S
This Agreement is made with reference to the following facts
and objectives:
A. As of October 22, 1986, Landlord (formerly Fred Meyer
Real Estate Properties, Ltd.) and Tenant entered into a lease for
the real property located at 2200 Baseline Street, Cornelius,
Oregon (the "Original Lease"), and more particularly described in
the lease. The Original Lease has been amended by Lease
Modification Agreement dated February 7, 1992. Such documents
are hereinafter collectively referred to as the "Lease".
B. Landlord and Tenant desire to amend and modify the
Lease as set forth below.
C. Capitalized terms not otherwise defined in this
Agreement shall have the same meaning as set forth in the Lease.
NOW, THEREFORE, in consideration of the foregoing facts and
for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Landlord and Tenant hereby amend
and modify the Lease as follows:
1. Term; Fixed Rent. Schedule A-2 to the Lease is hereby
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deleted and Schedule A-2.1, attached hereto and incorporated
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herein by reference, is substituted in lieu thereof.
2. Effective Date. The provisions of this Agreement shall
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be effective as of May 1, 1994.
4. Ratification. Except as herein modified, the Lease is
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unchanged and remains in full force and effect.
5. Successors and Assigns. Each and all of the covenants,
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terms, agreements and obligations of this Agreement shall extend
to and bind and inure to the benefit of the successors and/or
assigns of said parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the respective dates set opposite their signatures
below, but this Agreement on behalf of such party shall be deemed
to have been dated as of the date first above written.
LANDLORD:
REAL ESTATE PROPERTIES
LIMITED PARTNERSHIP,
an Oregon limited partnership
By FMGP Associates,
an Oregon limited partnership,
Its General Partner
By FMGP Incorporated,
a Delaware corporation,
Its General Partner
Date: August 31, 1994 By DAVID W. RAMUS
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David W. Ramus
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(typed or printed name)
Its Vice President
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TENANT:
FRED MEYER, INC.,
a Delaware corporation
Date: August 9, 1994 By SCOTT L. WIPPEL
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Scott L. Wippel
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(typed or printed name)
Its Senior Vice President
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SCHEDULE A-2.1
TO LEASE DATED OCTOBER 22, 1986, AS AMENDED,
BETWEEN REAL ESTATE PROPERTIES LIMITED PARTNERSHIP, LANDLORD,
AND FRED MEYER, INC., TENANT
1. Primary Term Expiration Date. December 30, 2012.
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2. Annual Rent During Primary Term.
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2.1 Fixed Rent. The Fixed Rent shall be as follows:
Period Annual Fixed Rent
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1. 05/01/1994 - 12/31/1997 $475,000
2. 01/01/1998 - 12/31/2002 $484,462
3. 01/01/2003 - 12/31/2007 $494,872
4. 01/01/2008 - 12/31/2012 $506,323
2.2 Percentage Rent. One-half percent (1/2%) of sales
over Eighteen Million Dollars ($18 Million).
3. Renewal Options. Two (2) ten (10)-year Renewal Terms.
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4. Annual Rent During Renewal Terms.
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4.1 Fixed Rent.
4.1.1 The Fixed Rent during the first Renewal Term
shall be Five Hundred Sixty Thousand Dollars ($560,000.00) plus
the amount of annual base rent paid under the Underlying Lease in
excess of Ninety-Four Thousand Six Hundred Forty-Seven Dollars
($94,647.00);
4.1.2 The Fixed Rent during the second Renewal
Term shall be Six Hundred Forty-Five Thousand Dollars
($645,000.00) plus the amount of annual base rent paid under the
Underlying Lease in excess of Ninety-Four Thousand Six Hundred
Forty-Seven Dollars ($94,647.00).
4.2 Percentage Rent. One-half percent (1/2%) of sales
over Eighteen Million Dollars ($18 Million).