Item 6c Host Intl Amendment
Draft: August 27, 2009 THIRD AMENDMENT TO LEASE AND CONCESSION AGREEMENT THIS THIRD AMENDMENT TO LEASE AND CONCESSION AGREEMENT (hereinafter referred to as the "Third Amendment") is made as of this ____ day of September 2009, by and between the PORT OF SEATTLE, a Washington municipal corporation as Lessor, (hereinafter referred to as "the Port"), and HOST INTERNATIONAL, INC., a Delaware corporation, (hereinafter referred to as "Lessee"). WHEREAS, the Port and Lessee entered into that certain Lease and Concession Agreement dated July 14, 2003 for operation of certain retail concessions at the Airport, which lease agreement was subsequently amended on December 22, 2005 and July 29, 2009 (as amended, "the Lease"); and WHEREAS, the Port and Lessee have agreed to further amend the Lease to cap the mid-term investment required under the terms of the Lease; NOW, THEREFORE, in consideration of their mutual promises, the parties hereto do hereby mutually agree as follows: 1. Cap on Mid-Term Reinvestment. Section 13.2 of the Lease is hereby deleted in its entirety and replaced with the following: 13.2 Lessee further agrees to upgrade and refurbish each discrete unit of the Premises on or before the date set forth on Exhibit A hereto in a manner acceptable to the Port in order to maintain an attractive and inviting appearance to customers. Unless otherwise agreed by the Port in consideration of Lessee's on-going program of refurbishment, Lessee shall invest not less than fifteen percent (15%) of the amount spent for the initial build-out or refurbishment for those portions of the Premises located in Concourse A and the Central Terminal and Units CC-4, CB-2, CB-4, CB-8 and NS-4 (Starbucks portion only) and twenty-five percent (25%) of the amount spent on the initial buildout or refurbishment for those portions of the Premises located in the Other Concourses other than Units CC-4, CB-2, CB-4, CB-8 and NS-4 (Starbucks portion only) on such mid-term upgrade and refurbishment. Provided, however, Lessee shall not under any circumstances be required to invest more than one hundred dollars ($100.00) per square foot, per unit for the upgrade and refurbishment of the Premises. This per-square-foot cap on the amount of the mid-term reinvestment shall specifically be applied on a concession unit-by-unit basis (and not on the entire Premises), with the maximum investment for any particular unit capped at $100/sf multiplied by the size - 1 - Draft: August 27, 2009 (measured in square feet) of the particular unit. Lessee shall submit to the Port a schedule of refurbishment (in conformance with Article 19) before starting any work, which shall include painting and repair attributable to ordinary wear and tear, and replacement of furniture, trade fixtures and equipment. 2. Pass Through of Cap on Mid-Term Reinvestment. Consistent with Section 1 of this Third Amendment, Lessee specifically agrees that it shall not require any of its subtenants notwithstanding the current language in any sublease agreement to spend more than one hundred dollars ($100.00) per square foot, per unit on the midterm upgrade of any subleased unit. 3. Exhibits. Exhibit A is attached to this Third Amendment after the signatures and is expressly incorporated herein. 4. Other Terms Unaffected. Except as expressly set forth in this Third Amendment, all other provisions of the Lease shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the day and year first above written. HOST INTERNATIONAL, INC. PORT OF SEATTLE A Delaware corporation A Washington municipal corporation By: By: Its: Its: - 2 - Draft: August 27, 2009 (ACKNOWLEDGMENT FOR LESSEE) STATE OF ___________________ ) ) ss. COUNTY OF _________________ ) On this _______ day of Insert Date, before me, personally appeared ____________________________________________________ to me known to be the ______________________________ of HOST INTERNATIONAL, INC., a Delaware corporation, the corporation that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Residing at: My commission expires: (ACKNOWLEDGMENT FOR THE PORT) STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this ______ day of Insert here, before me, personally appeared _____________________________________________________ to me known to be the ______________________________________ of the PORT OF SEATTLE, a municipal corporation, the corporation that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Residing at: My commission expires: - 3 - Draft: August 27, 2009 EXHIBIT A Refurbishment Schedule Renovation Date (on or CONCOURSE "A" Opening Date before the date noted) Starbucks Coffee June 15, 2004 June 15, 2010 Manchu Wok June 15, 2004 June 15, 2010 Great American Bagel June 15, 2004 June 15, 2010 La Pisa Caf June 15, 2004 June 15, 2010 Tully's Coffee June 15, 2004 June 15, 2010 Africa Lounge June 15, 2004 June 15, 2010 The Grove June 15, 2204 June 15, 2010 CONCOURSE "B" Starbucks Coffee (plus old Pizza Hut) July 20, 2006 July 20, 2012 Sbarro March 22, 2005 March 22, 2011 Old Seattle Deli NA NA Casa del Agave June 26, 2004 June 26, 2010 Starbucks Coffee December 19, 2003 December 19, 2010 CONCOURSE "C" Starbucks May 31, 2006 May 31, 2012 Freshens October 17, 2006 October 17, 2012 CONCOURSE "D" Sports Page Pub May 28, 2004 May 28, 2010 Great American Bagel Bakery June 30, 2006 June 30, 2012 North Satellite Starbucks July 31, 2006 July 31, 2012 Burger King May 17, 2007 May 17, 2013 Great American Bagel Bakery May 27, 2006 May 27, 2012 Edge Sports Bar NA January 1, 2011 South Satellite Cascade Bar NA January 1, 2011 North Esplanade Starbucks October 12, 2006 October 12, 2012 South Esplanade Dish D'lish March 4, 2006 March 4, 2012 Pilot House August 30, 2006 August 30, 2012 Central Terminal Alaska Ale House April 3, 2006 April 3, 2012 Starbucks May 2, 2005 May 2, 2011 Baggage Claim Diva Coffee House January 1, 2005 January 1, 2011 - 1 - Draft: August 27, 2009 Notwithstanding anything to the contrary in the above schedule, in the event that any particular unit is an Affected Unit, as that term is defined in the Second Amendment to Lease and Concession Agreement dated July 29, 2009 ("the Second Amendment"), the applicable deadline for such Affected Unit shall automatically be extended until a date one hundred eighty (180) days following the particular Relief Termination Date, as that term is defined in the Second Amendment, for such Affected Unit. - 2 -
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