Amendment to Ground Lease 1
EXHIBIT 4
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is dated as of __________________, 2026, by and between HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body corporate and politic (“Landlord”), and GLENDALE CITY LIGHTS, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership (“Lessee”).
R E C I T A L S
A. Landlord and Lessee are parties to that certain Lease Agreement dated as of February 13, 2008, as amended (the “Original Lease”).
B. Landlord and Lessee wish to amend the Original Lease as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1) Recitals/Defined Terms. The foregoing Recitals are hereby deemed to be true and correct, and are incorporated herein by this reference. Each capitalized term used herein and not expressly defined herein shall have the meaning given to such term in the Original Lease. 2) Amendments to Original Lease.
a) The first paragraph of Section 2.3.5 of the Original Lease is hereby amended and restated as follows:
In consideration of the assistance being provided to Lessee pursuant to the Affordable Housing Agreement, Lessee hereby grants to the Authority an option (the “Option”), exercisable at any time after the fifty-sixth (56th) anniversary of the issuance of the certificate of occupancy for the Improvements (such anniversary to be referred to herein as the “Option Commencement Date”), to terminate this Lease and purchase the Improvements, in accordance with this Section 2.3.5. Any time after the Option Commencement Date, Authority shall have the right, in its discretion, but not the obligation, to exercise the Option pursuant to this Section 2.3.5. Notwithstanding the Option Commencement Date, the Authority agrees to not exercise the Option at any time while a Leasehold Mortgage is securing the interest of Leasehold Mortgagee’s loan. b) Section 2.7 of the Original Lease is hereby amended and restated as follows:
2.7 ALTERATIONS
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2.7.1 (a) Except as set forth in Section 2.5.2, above, after the Improvements have been constructed and completed in accordance with the provisions of this Lease, Lessee may, at Lessee’s sole expense, make alterations to such Improvements. Lessee may do so only in compliance with all applicable legal requirements and all requirements of the Affordable Housing Agreement, and if the alterations are material, only with the prior written approval of Landlord, which will not be unreasonably withheld or delayed.
(b) All alterations will be done promptly and in a good and workmanlike manner and will be in quality and class at least equal to the original work or installations in the Property. However, if materials of the same type as those used for the original work are unavailable, or if due to changes in technologies in the building industry, the use of materials of the same type as those used for the original work would be impractical, or if materials of the same type as those used for the original work are prohibitively expensive, then Lessee will have the right to use material of a type different from those used for the original work provided that the use of such material is in compliance with all applicable law and such material is of a quality and class equivalent to the original materials used.
(c) Lessee may from time to time after completion of construction of the Improvements as provided herein, without Landlord’s prior approval, perform alterations to the Improvements that are interior and nonstructural alterations, additions and improvements (“Permitted Alterations”) so long as the Permitted Alterations:
(i) are performed in compliance with all of the provisions of this Lease, and does cause a violation of any provision of this Lease; (ii) does not change the character of the Improvements or the use for which they were intended;
(iii) does not involve any change in the exterior design, materials, colors or appearance of the buildings, or any part thereof; (iv) is not of lesser quality than the existing Improvements; (v) does not diminish the value of Lessee’s Leasehold Interest; (vi) would not require an excessive expense to readapt the Property to marketable use upon the termination of this Lease; and
(vii) does not threaten the structural integrity of any part of the Improvements.
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(d) Lessee will not, without the prior written consent of Landlord, demolish or remove all or any part of the Improvements after recordation of the Certificate of Completion (Release of Construction Covenants). c) The last paragraph of Section 2.23.2(e) of the Original Lease is hereby amended and restated as follows:
Landlord acknowledges that the identity and nature of lending institutions change over time, and agrees that Landlord’s approval of any proposed mortgage lender that is not a “Qualified Lender” as defined in this paragraph 2.23.2 shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything contained in this Lease to the contrary, Landlord expressly acknowledges that Berkadia Commercial Mortgage LLC and Federal National Mortgage Association (Fannie Mae), and its successors and assigns, are Qualified Lenders and Permitted Leasehold Mortgagees for all purposes of this Lease.
d) Section 2.23.2(g) of the Original Lease is hereby deleted from the Lease. e) Section 2.23.4(m) of the Original Lease is hereby added as follows:
(m) If Landlord or Lessee initiates any appraisal, arbitration, litigation or other dispute resolution proceeding affecting this Lease, then Landlord shall notify any then-existing Permitted Leasehold Mortgagee of such proceedings, and such Permitted Leasehold Mortgagee shall have the right to participate in such proceeding on Lessee’s behalf, or exercise any or all of the Lessee’s rights in such proceeding, in each case (at such Permitted Leasehold Mortgagee’s option) to the exclusion of Lessee.
f) Section 2.23.4(n) of the Original Lease is hereby added as follows:
(n) Within fifteen (15) business days after request, Authority shall execute and deliver an estoppel on a form reasonably approved by Permitted Leasehold Mortgagee.
g) Section 2.23.7 of the Original Lease is hereby amended and restated as follows:
2.23.7 LENDER’S LIABILITY: In the event any Permitted Leasehold Mortgagee or its designee becomes the Lessee under this Lease or becomes a lessee under any new lease obtained pursuant to Section 2.23.6(a) above, the Permitted Leasehold Mortgagee or its designee shall be personally liable for the obligations of Lessee under this Lease or a new lease only for the period of time that the Permitted Leasehold Mortgagee or its designee remains the actual beneficial holder of the leasehold estate hereunder. The personal liability of such Permitted Leasehold Mortgagee shall be limited to the value of interest in this Lease.
h) Section 2.26.15 of the Original Lease is hereby added as follows:
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2.26.15 There shall be no merger of this Lease, or of the leasehold estate created thereby, with the fee simple estate in the Property by reason of the fact that this Lease, or leasehold estate created hereby, or any interest therein, may be held directly or indirectly by or for the account of any person who shall own the fee simple estate in the Property or any portion thereof, and no such merger shall occur unless and until all persons at the time of having any interest in such fee estate and all persons having any interest in this Lease or leasehold estate created hereby, including all leasehold mortgagees, shall join in a written instrument effecting such merger.
3) Except as amended by this Amendment, all of the terms, conditions, provisions, and agreements of the Original Lease remain in full force and effect. The provisions of this Amendment supersede and control over any conflicting provisions in the Original Lease.
4) This Amendment may be signed in counterparts and, when counterparts of this Amendment have been signed and delivered by both of the parties, this Amendment will be fully binding and effective as if both parties had signed a single document. Signatures by electronic means shall have the same binding effect as original signatures. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment to be executed as of the day and year first above written.
LANDLORD:
HOUSING AUTHORITY OF THE CITY OF
GLENDALE, a public body corporate and politic
By:
Name: Roubik Golanian
Title: Executive Director
APPROVED AS TO FORM AND LEGALITY:
MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
By: ______________________________
Michael J. Garcia
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LESSEE:
GLENDALE CITY LIGHTS, A CALIFORNIA
LIMITED PARTNERSHIP,
a California limited partnership
By: GRCLA – Affordable Holding, LLC, a
California limited liability company,
Its Administrative General Partner
By: _____________________________
Name: Young S. Kim
Title: Manager