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EXHIBIT 10.2E
THIRD AMENDMENT TO SUBLEASE BETWEEN THE COMPANY AND HEWSON-MEMPHIS
PARTNERS
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EXHIBIT 10.2E
THIRD AMENDMENT TO SUBLEASE
This Third Amendment to Sublease (the "Third Amendment") is made and
entered into as of the ____ day of October, 1995 by and between Hewson-Memphis
Partners, a California general partnership composed of W. Howard Lester, James
A. McMahan, Gary J. Hewson and Robert K. Earley (the "Landlord") and
Williams-Sonoma, Inc., a California corporation (the "Tenant"), and amends that
certain Sublease dated as of the 1st day of August, 1990 (the "Sublease"), that
certain First Amendment to Sublease dated as of the 22nd day of December, 1993
(the "First Amendment") and that certain Second Amendment to Sublease dated as
of September 1, 1995 (the "Second Amendment") between Landlord and Tenant (the
Sublease, the First Amendment, and the Second Amendment, collectively, the
"Existing Sublease"), based upon the following facts:
A. The parties agree that capitalized terms used herein and not
otherwise defined herein have the meanings set forth in that certain Lease
Agreement, as amended concurrently herewith, (the "Lease" or "Lease Agreement")
between (a) The Industrial Development Board of the City of Memphis and County
of Shelby, Tennessee and (b) Landlord and that:
(i) All references to documents amended concurrently herewith
shall mean and refer to such documents, as amended, unless otherwise expressly
provided herein to the contrary; and
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(ii) All references to the "Sublease" shall mean and refer
to the Existing Sublease as amended by this Third Amendment, unless otherwise
expressly provided herein to the contrary.
B. Pursuant to the terms of the Existing Sublease, (i) the New
Improvements (as defined therein) have been completed, and (ii) the New
Occupancy Commencement Date (as defined therein) has occurred.
C. Landlord and Tenant desire to amend the Existing Sublease to
(i) memorialize the New Occupancy Commencement Date and other matters relative
thereto and (ii) amend the definition of the Property and the New Property in
the Sublease to include Parcel 2 of the Site (1994 Project), located in the
County of Shelby, State of Tennessee as described in Exhibit A-1 attached
hereto and made a part hereof.
Based upon the foregoing, and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Landlord and Tenant
hereby agree as to the foregoing recitals and as follows:
1. The New Occupancy Commencement Date is August 17, 1995.
2. Landlord and Tenant agree that (i) the amount payable by
Landlord to the Trustee pursuant to Section 2.9 (II) (A)
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is $48,967.39 and (ii) the amount payable by Tenant to the Trustee pursuant to
Section 2.9(II)(B)(i) is $232,595.11 and (iii) the amount payable by Tenant to
Landlord pursuant to Section 2.9(II)(B)(ii) is $26,608.00.
3. The definitions of the terms Property and New Property in the
Sublease are each amended to include Parcel 2 of the Site (1994 Project).
4. In all other respects, the Existing Sublease shall remain
unmodified and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment to Sublease as of the day and year first above written.
WILLIAMS-SONOMA, INC., a HEWSON-MEMPHIS PARTNERS, a
California corporation California General Partnership
By: ____________________________ By: ____________________________
_______________ W. Howard Lester, General
Title: _________________________ Partner
TENANT
By: ________________________
Robert K. Earley,
Attorney-in-Fact
By: ____________________________
James A. McMahan, General
Partner
By: ________________________
Robert K. Earley,
Attorney-in-Fact
By: ____________________________
Gary J. Hewson, General
Partner
By: ________________________
Robert K. Earley,
Attorney-in-Fact
By: ____________________________
Robert K. Earley, General
Partner
LANDLORD
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EXHIBIT "A-1"
TO
THIRD AMENDMENT TO SUBLEASE AGREEMENT
The Industrial Development Board of the City of Memphis and County of Shelby
property as recorded in Instrument __________________ at the Shelby County
Register's Office and being more particularly described as follows:
BEGINNING at a point on the southwest right-of-way line of Lamar Avenue (U.S.
Highway 78) (right-of-way varies), said point being S37 degrees 20' 02"E -
251.00 feet, along the southwest line of said Lamar Avenue, from the
intersection of the said southwest line of Lamar Avenue and the southeast line
of Sonoma Cove (68.00 foot right-of-way); thence continuing S37 degrees 20'02"E
along the southwest line of said Lamar Avenue a distance of 518.51 feet to the
northeast corner of the Hewson-Memphis Partners property as recorded in
Instrument EN-7006 at said Register's Office; thence S83 degrees 14'59"W along
the north line of the said Hewson-Memphis Partners property a distance of
1104.64 feet to the northwest corner of said property; thence N55 degrees
17'13"E along the south line of the Industrial Development Board of the City of
Memphis and County of Shelby, Tennessee property as recorded in Instrument
BV-6542 at said Registers's Office a distance of 951.97 feet to the point of
beginning and containing 246,544 square feet or 5.660 acres.
The instrument constituting the source of the Lessor's interest in the
foregoing Parcel 4 is recorded under Instrument No. ____________ in the
Register's Office of Shelby County, Tennessee.