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Exhibit 10.3
AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE ("Amendment") is made and entered into as of
the ____ day of _____________, 1996, by and among PLAZA INTERNATIONAL
("Landlord"), and SOL ZIDE, an individual ("Lessee").
RECITALS
A. Lessee is the lessee pursuant to that certain Lease -- Shopping
Center Form, dated as of August 31, 1993 (the "Lease"), by and between Landlord
and Lessee, pursuant to which Lessee leased from Landlord commercial space
commonly known as 21857 and 21845 Ventura Boulevard, Woodland Hills, California
(the "Original Premises"), as such Original Premises are more particularly
described in the Lease.
B. Lessee currently owns and operates a restaurant known as "Solley's"
on the Original Premises (the "Acquired Restaurant").
D. Lessee and Jerry's Famous Deli, Inc., a California corporation
("JFD"), propose to enter into an Asset Purchase Agreement (the "Asset Purchase
Agreement") pursuant to which the Lessee will sell and assign to JFD, and JFD
will purchase from Lessee, the Acquired Restaurant, including all of Lessee's
right, title and interest in and to the Lease.
E. In connection with the consummation of transactions contemplated by
the Asset Purchase Agreement (the "Sale Transaction"), effective upon
consummation of the Sale Transaction, Landlord and Lessee desire to modify the
Lease in accordance with the terms set forth below.
F. Upon effectiveness of the Sale Transaction, Landlord and Lessee
desire to modify and amend the Lease to include the premises known as 21853
Ventura Boulevard, Woodland Hills, California (the "Additional Premises"). The
Additional Premises and the Original Premises are sometimes collectively
referred to herein as the "Premises."
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AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Certifications of Landlord. Landlord hereby agrees and
certifies to Lessee that:
a. Pursuant to the Lease, Lessee has leased the Original
Premises and has paid to Landlord a security deposit of $65,000 which, upon
effectiveness of the lease of the Additional Premises, will increase to $85,000.
The term of the Lease commenced on August 1, 1993 and the expiration date of the
Lease (prior to the effectiveness of the amendments contemplated by this
Amendment) is July 31, 2008. The current minimum monthly rental for the Original
Premises is $27,076.76 against a percentage rental of 6.5% of Lessee's gross
sales, as set forth in the Lease.
b. Notwithstanding anything to the contrary contained in
the Lease, upon effectiveness of the lease of the Additional Premises, the
initial minimum monthly rental for the Premises (including the Additional
Premises) shall be $34,576.76 against a percentage rental of 6.5% of Lessee's
gross sales for the entire Premises, as set forth in the Lease, inclusive of
monthly common area and insurance charges as provided for in Section 3 below.
c. The Premises consist of a total of 8,600 square feet of
which the Original Premises constitute 6,975 square feet and the Additional
Premises constitute 1,625 square feet.
2. Security Deposit.
a. Article 43 (second numbered paragraph) of the Lease is
hereby amended to read as follows:
"In the event of an assignment of this lease, new Tenant shall
pay to Landlord the additional sum of $15,000.00 as security
deposit under Article 27."
Upon assignment of the Lease to JFD in connection with closing of the Sale
Transaction, all of Lessee's rights to any existing
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security deposit shall be assigned and transferred from Lessee to JFD and JFD
shall cause the additional security deposit referenced in Article 43 of the
Lease, as revised, to be deposited with Landlord.
3. Lease of Additional Premises. Upon the closing of the Sale
Transaction (the "Effective Time"), the Additional Premises shall automatically
be added to the Lease. At the Effective Time, the minimum monthly rent for the
Premises (including the Additional Premises) shall be $34,576 (which includes
the minimum monthly rental plus the amount of the monthly common area and
insurance charges for the Premises as set forth in the Agreement) against a
percentage rental of 6.5% of Lessee's gross sales for the entire Premises.
Notwithstanding anything to the contrary contained in the Lease or this
Amendment, after the Effective Time no separate common area or insurance charges
will be made with respect to the Premises and the only adjustments to the
minimum monthly rental for the Premises shall be inflation adjustments made
pursuant to the provisions of Article 4 of the Lease and any adjustments in the
real estate taxes payable pursuant to Article 5 of the Lease.
4. Real Estate Taxes. Real estate taxes shall be paid as
provided in Article 5 of the Lease, currently at a rate of $1,015.00 per month,
inclusive of the Additional Premises; provided, however, that Lessee shall be
responsible for paying any increase in real estate taxes resulting from tenant
improvements made by Lessee to any of the Original Premises, the Additional
Premises, or any of the Spaces (as defined in Section 6 below).
5. Extension of Lease Term. At the Effective Time, the term of
the Lease will be automatically extended for an additional three (3) year
period, such that the initial Lease Term shall expire on July 31, 2011.
6. Option on Additional Space. At the Effective Time, the
Lease will be automatically amended to grant Lessee the right to lease either or
both of the spaces (the "Spaces") identified in Exhibit A, attached hereto and
incorporated herein by this reference. The option shall be exercisable after
termination of the currently existing terms of the lease(s) for the Space(s). If
exercised, the Spaces shall be added to the Lease on identical terms as
applicable to the Premises pursuant the terms of the Lease
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and this Amendment. Upon exercise of the right to lease the Space(s), the
minimum monthly rental (inclusive of all common area and insurance charges) for
the expanded Premises, inclusive of such additional Space or Spaces (the
"Expanded Premises"), shall equal (i) the minimum monthly rental per square foot
payable for the Premises as set forth in Section 3 of this Amendment, multiplied
by (ii) the total square footage of the Expanded Premises, against a minimum
monthly rental equal to 6.5% of Lessee's gross sales for the Expanded Premises,
inclusive of monthly common area and insurance charges as provided for in
Section 3 above. If the Space or Spaces are leased pursuant to the option
contained in this Section 6, real estate taxes payable by the Lessee in respect
of such additional Space or Spaces shall be paid at the same rate per square
foot as applicable to the Premises. Landlord shall notify Lessee as soon as
practical as to the date each Space's current lease will terminate. Within four
calendar months before such termination date or five days from receipt of
notice, whichever is later, Lessees shall notify Landlord if it will exercise
the option.
7. Additional Covenant Regarding Use of Premises. On the
Effective Date, the Lease shall be amended to provide that Lessee may not wash
or clean equipment in the parking lot or any other area of the Center outside of
the Premises.
8. Agreement Regarding Additional Premises. Notwithstanding
anything to the contrary contained in that certain Agreement, dated March 9,
1996, between Lessee and Landlord, regarding the Additional Premises (the
"Option"), a copy of which is attached hereto as Exhibit B, Lessee shall have
the option to extend the term of such Option for an additional one month period
by paying Landlord a non-refundable sum of $10,000 prior to April 1, 1996. In
the event that the Sale Transaction shall not have closed prior to May 1, 1996,
Lessee shall have the option to extend the term of the Option for one additional
one month period by paying Landlord a non-refundable sum of $10,000 prior to the
first date of the month for which the Option extension will apply.
9. Additional Amendments to Lease. In addition to the
modifications to the Lease provided for in Sections 1 through 8 above, on the
Effective Date, the Lease shall be modified and amended as reflected in the
marked and initialed copy of the Lease attached hereto as Exhibit C, and
incorporated herein by this
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reference.
10. Effectiveness of Lease Amendments. Any amendments to the
terms and provisions of the Lease provided for in this Amendment shall be
effective only upon assignment of the Lease to JFD in connection with the Sale
Transaction.
11. Assignment. Except as specifically provided herein, this
Amendment may not be assigned or transferred by any party hereto without the
express written consent of the remaining parties, which consent shall not be
unreasonably withheld; provided, however, that nothing herein shall be deemed to
restrict the ability of Landlord to assign the Lease in connection with a sale
of the property underlying the Premises.
12. Further Assurances. In addition to the obligations
required to be performed under the Lease, as amended hereby, Landlord and Lessee
shall perform such other acts, and shall execute, acknowledge and/or deliver
such other instruments, documents and other materials, as may be reasonably
required in order to accomplish the intent and purposes of the Lease, as hereby
amended.
13. Authority. Landlord and Lessee represents and warrants to
each other that it has the due power and authority to enter into this Amendment
and to be bound by the terms hereof.
14. Binding Effect. This Amendment shall be binding upon and
inure to the benefit of Landlord, Lessee, and their respective successors and
assigns.
15. Attorneys' Fees. Should any party initiate a legal
proceeding against any other party, including an arbitration, then the
prevailing party shall be entitled to receive reasonable attorneys' fees and
costs incurred in connection with such legal proceeding as determined by the
court or arbitrator, as the case may be.
16. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.
17. No Other Amendment. Except as modified by this
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Amendment, the provisions of the Lease shall remain unaffected and in full force
and effect. To the extent that any terms or provisions of this Amendment are
inconsistent with any terms or provisions of the Lease, the terms and provisions
of this Amendment shall control.
IN WITNESS WHEREOF, this Amendment is executed as of the day
and year aforesaid.
LANDLORD: PLAZA INTERNATIONAL
By:_____________________________
Name:
Title:
LESSEE:
________________________________
SOL ZIDE
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EXHIBIT A
Description of Additional Space
1. The premises located at 21851 Ventura Boulevard, Woodland
Hills, California, consisting of approximately 1,200 square feet.
2. The premises located at 21847 Ventura Boulevard, Woodland
Hills, California, consisting of approximately 600 square feet.
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EXHIBIT B
Option Agreement
See the Agreement attached hereto and incorporated herein by this
reference.
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EXHIBIT C
Additional Lease Modifications
See the initialed and marked copy of the Lease attached hereto and
incorporated herein by this reference.
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