OMNIBUS AMENDMENT TO GROUND LEASE AND EXCHANGE AND EASEMENT
AGREEMENT
THIS OMNIBUS AMENDMENT TO GROUND LEASE AND EXCHANGE AND EASEMENT AGREEMENT (this “Amendment”) is entered into as of March 16, 2021, by and among THE CITY OF REDONDO BEACH, a California chartered municipal corporation (“City”), SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company (“South Bay Center”), and SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company (“South Bay Associates”).
RECITALS:
WHEREAS, South Bay Center, South Bay Associates and City entered into that certain Exchange and Easement Agreement dated as of June 1, 2013, as amended by that certain Amendment to Exchange and Easement agreement among South Bay Center, South Bay Associates and City dated as of May 15, 2018 (as so amended, the “Exchange Agreement”).
WHEREAS, South Bay Associates and City entered into that certain Ground Lease dated as of June 1, 2013, as amended by that certain Amendment to Ground Lease between South Bay Associates and City dated as of May 15, 2018 (as so amended, the “Ground Lease”).
WHEREAS, South Bay Center, South Bay Associates and City desire to amend the Exchange Agreement and Ground Lease to, among other things, revise certain time frames set forth therein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
1. Defined Terms. All initially capitalized terms used herein but not herein defined shall have the meaning ascribed to such terms under the Exchange Agreement and Ground Lease as applicable; provided, however, that in each occurrence the following defined terms are replaced in each of the Exchange Agreement and Ground Lease, as applicable. (a) The references to “Lender” and “New Lender” are replaced to mean Fifth Third Bank, an Ohio banking corporation, together with any successors or assigns, or any subsequent lender making a loan secured by a mortgage or deed of trust encumbering the Land. (b) The references to “Loan Documents” and “New Loan Documents” are replaced to mean any loan documents (as such loan documents may be amended, amended and restated or modified) executed by and between (i) South Bay Center and/or South Bay Associates, and (ii) Fifth Third Bank, an Ohio banking corporation, together with any successors or assigns, or any subsequent lender making a loan secured by a mortgage or deed of trust encumbering the Land.
2 (c) The references to “Mortgage” and “New Mortgage” are replaced to mean any deed of trust or mortgage (as such deed of trust or mortgage may be amended, amended and restated or modified) encumbering the Land.
2. Amended Provisions.
(a) Section 2(a) of the Ground Lease is amended to delete the words “March 31, 2021” and replace such words with “December 31, 2022”. (b) Section 2(b) of the Ground Lease is amended to delete the words “March 31, 2021” and replace such words with “December 31, 2022”. (c) Section 15.5(a) of the Exchange Agreement is amended to delete the words “March 31, 2021” and replace such words with “December 31, 2022”.
3. Full Force and Effect/Conflicting Provisions. Except as expressly modified by this Amendment, the terms of the Exchange Agreement and the Ground Lease shall remain in full force and effect. In the event of a conflict between the terms of the Lease and/or the Exchange Agreement and the terms of this amendment, the terms of this amendment shall control.
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3 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above set forth.
CITY OF REDONDO BEACH, SOUTH BAY CENTER SPE, LLC,
a California chartered municipal corporation a Delaware limited liability company By: ______________________________ By: ______________________________ Name: William C. Brand______________ Name: ____________________________ Title: Mayor________________________ Title: _____________________________ Attest: SOUTH BAY ASSOCIATES SPE, LLC, a
Delaware limited liability company
By: ______________________________
______________________________ Name: ____________________________ Eleanor Manzano, City Clerk Title: _____________________________ Approved:
______________________________
Risk Manager
Approved as to Form:
______________________________
Michael W. Webb, City Attorney
John Alderson
Vice President
Vice President
John Alderson
, Diane Strickfaden