Amendment 3 to Lease Agreement with Penn 17 LLC 0 3_
AMENDMENT NO. 3 TO THE RETAIL LEASE AGREEMENT (THE LEASE) BETWEEN THE
CITY OF MIAMI BEACH, THE MIAMI BEACH REDEVELOPMENT AGENCY AND PENN 17,
LLC, DATED SEPTEMBER 16, 2011, INVOLVING THE LEASE OF APPROXIMATELY 7,655
SQUARE FEET OF GROUND FLOOR RETAIL SPACE AT THE PENNSYLVANIA AVENUE
GARAGE, 1661 PENNSYLVANIA AVENUE, MIAMI BEACH, FLORIDA
Thi A e dment No. 3 (Amendment) to Lease, is made and executed as of this
day of ✓, 2013 (Effective Date), by and between the CITY OF MIAMI BEACH,
FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida
(City), the MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic
(RDA), hereinafter referred to collectively as (Landlord), the PENN 17, LLC, a Florida limited
liability company, whose principal place of business is located at 3909 NE 163 Street, No.
305A, North Miami Beach, Florida 33160 (Tenant).
RECITALS:
WHEREAS, on April 13, 2011, the Mayor and City Commission adopted Resolution No.
2011 - 27647, approving a Lease Agreement (the "Lease "), between the City, the RDA
(collectively, City /RDA or Landlord) and the Tenant, having a term of nine (9) years and 364
days, for use of approximately 7,655 square feet of rentable ground level retail space at the
Pennsylvania Avenue Garage, 1661 Pennsylvania Avenue, Miami Beach, Florida, for a
restaurant (primary use), with ancillary uses for a bakery, a bar /cafe, and a book and gift shop
(the "Leased Premises" or "Premises "); and
WHEREAS, on February 8, 2012, the Mayor and City Commission adopted Resolution
No. 2012- 278yyapproving Amendment No. 1 to the Lease; and
WHEREAS, on June 6, 2012, the Mayor and City Commission adopted Resolution No.
2012 - 27925, approving Amendment No. 2 to the Lease; and
WHEREAS, the Premises, which housed the Cooper Avenue Restaurant, have been
closed since approximately December 17, 2012; and
WHEREAS, on March 13, 2013, following Tenant's request for a rent reduction and
other relief, which was considered by the Finance and Citywide Projects Committee (the
"Committee ") at its meetings on December 20, 2012, and January 24, 2013, the Mayor and City
Commission adopted Resolution No. 2013 -28167 (in conjunction with RDA Resolution No. 592-
2013), accepting the Committee's recommendation, and approving, in concept, the proposed
terms for an Amendment No. 3 to the Lease (which amendment, upon future final approval by
the City /RDA, would include a limited rent reduction and deferral plan, as well as a plan for
Tenant's re- opening of the Premises); and
WHEREAS, Tenant's plan to re -open the Premises included a plan to "re- brand" the
Premises under a different restaurant concept, which proposed including an entertainment
component (i.e. Tenant contemplated using part of the Premises as a lounge, featuring a
combination of a deejay and live music); and
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WHEREAS, as required by City Code Section 142-362, the proposed entertainment use
requires City Commission approval, following a duly noticed public hearing; accordingly, as part
of its approval of Resolution No. 2013-28167, the City Commission set a public hearing for April
17, 2013, to consider approval of Tenant's proposed entertainment use; and
WHEREAS, as further consideration for the City Commission's adoption of Resolution
No. 2013-28167, and conceptual approval for the rent reduction and deferral schedule, the
City/RDA required (and Tenant agreed to provide) a general release from Tenant, releasing the
City/RDA from any and all claims under the Lease; and
WHEREAS, as of April 17, 2013, Tenant had not been able to solidify its plans for re-
opening the Premises and resolving other outstanding Lease issues; in order to allow Tenant
more time to resolve such outstanding issues, the City agreed to continue the public hearing
(and consideration of Amendment No. 3) to May 8, 2013; and
WHEREAS, on May 8, 2013, following Lessee's execution and delivery (on May 3,
2013) of the general release to the City/RDA, the City opened and continued the public hearing
(and consideration of Amendment No. 3) to June 5, 2013; and
WHEREAS, despite the May 8, 2013 continuance, Tenant thereafter failed to adequately
resolve the outstanding Lease issues and, additionally, failed to pay its May (and subsequently
June) 2013 rent; and
WHEREAS, via e-mail on May 15, 2013, Tenant Penn 17 LLC's managing member,
Amir Ben-Zion, advised the City that it had no intention of re-opening the Leased Premises; and
WHEREAS, in addition to the aforestated Lease defaults, Tenant: 1) failed to satisfy
and/or otherwise resolve two (2) liens that had been placed on the Premises as a result of
Tenant's failure to pay certain subcontractors that had done work for it on the Premises (with
one of these liens resulting in the filing of a lawsuit against the City to reclaim the unpaid
monies); and 2) breached the Work Letter and Escrow Agreement (executed by City/RDA and
Tenant in conjunction with the Lease) by failing to maintain its required minimum $50,000
Construction Deposit in the Lease Construction Fund; and
WHEREAS, additionally, and unbeknownst to the City/RDA and without their required
approval under the Lease, Mr. Ben-Zion, who was the sole member and Manager of the Tenant
when the Lease was initially approved and executed, subsequently transferred a 50% interest in
Tenant, to a Mr. Roman Cherstvov; and
WHEREAS, on May 17, 2013, in light of all of the above defaults, the City/RDA issued a
Notice of Default to Tenant (the City's Notice); and
WHEREAS, Tenant has failed to cure the default(s) set forth in the City's Notice within
the cure period(s) provided for same, and is therefore in default under the Lease; and
WHEREAS, on or about May 14, 2013, the City was contacted by counsel for Mr.
Cherstvov regarding Tenant's proposal to sell Mr. Ben-Zion's 50% membership interest in
Tenant, to a new entity, OBK Project LLC (OBK); and
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WHEREAS, under the terms of the proposed sale, which requires prior approval of the
City/RDA under the Lease, Penn 17, LLC would continue as the Tenant under the Lease
(without Mr. Ben-Zion as its member), and Mr. Cherstvov and OBK would each have a fifty
percent (50%) membership interest in the Tenant entity; and
WHEREAS, in consideration of the City's agreement to set aside Tenant's default;
approve OBK as a new owner/member of the Tenant entity (along with Mr. Cherstvov); approve
a limited entertainment use on the Premises which use, as proposed b Tenant, would be in
( P P Y
conjunction with, and only during, operation of the restaurant); and approval and execution of
Amendment No. 3 (including the limited rent reduction and deferral schedule conceptually
approved pursuant to City Resolution No. 2013-28167 and RDA Resolution No. 592-2013),
Tenant proposes:
1. Paying the past due rent for May and June, 2013 (without late charges, interest or
penalties);
2. Agreeing to allow the disbursement of the outstanding balances of rent for November
and December, 2012 (without late charges interest or penalties) from the Security
Deposit, and replenishing said disbursement over a period of six (6) months,
commencing on October 1, 2013, and ending March 1, 2014;
3. Re-depositing the minimum required $50,000 Construction Deposit into the Lessee
Construction Fund (under the Escrow Agreement);
4. Being solely responsible for paying and carrying out the work related to Tenant's
prior request to re-locate the Premises' air conditioning compressor units to the roof
of the Pennsylvania Avenue Garage (excluding the cost.of relocating the kitchen
exhaust venting system, which would be borne by the City/RDA);
5. Resolving and/or otherwise satisfying any outstanding contractor and sub-
contractors liens against the Premises; and
6. Providing the City/RDA with an updated general release, releasing City/RDA from
any and all claims under the Lease.
WHEREAS, at their respective regular meetings on June 5, 2013, the City and RDA
considered and approved the terms of the aforestated proposed settlement and, subject to the
terms and conditions below, the parties have agreed to enter into the following Amendment No.
3 to the Lease.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows:
1. The above recitals are true and correct and are incorporated herein by reference.
2. Item 9 of the Lease Summary, entitled "Permitted Use of Premises/Retail Space
(Section 3.1)(Section 3.11)," paragraph 1 thereof, is deleted in its entirety and
replaced with the following new paragraph:
The main/primary use of the Restaurant Space, as also described in Exhibit "B," shall
be for the operation of a first-class, high quality restaurant; which restaurant may
also include a micro-brewery; provided, however, that at no time shall the micro-
brewery be permitted and/or otherwise operated in the Restaurant Space without
the restaurant (which is the primary use approved for the Restaurant Space). As a
secondary/ancillary use to support the restaurant and enhance the dining
experience, Tenant shall be permitted to have the following entertainment use within
the interior of the Restaurant Space (as such use was approved on June 5, 2013,
pursuant to City of Miami Beach Resolution No. 2013-28239):
live music; and/or
ii music provided by a deeiay or other pre-recorded method (subsections (i)
and (ii) are collectively referred to herein as "Tenant's Entertainment Use").
Tenant's Entertainment Use shall be limited to only the uses prescribed in
subsections M and (ii) above; shall only be allowed when food is served at the
restaurant; shall only be permitted during the restaurant's operating hours, which are
10:00 a.m. — 1:00 a.m., weekdays, and 10:00 a.m. — 3:00 a.m., weekends; shall not
be audible from the exterior/outside of the Restaurant Space (including, without
limitation, Tenant being prohibited from placing any speakers, or any other devices
used to amplify sound so that it is heard from the exterior/outside of the Restaurant
Space); and shall not unreasonably disturb or annoy the New World Symphony
(NWS) premises in proximity to the Restaurant Space, or otherwise unreasonably
interfere with NWS's use and quiet enjoyment of its premises (and, in particular, with
NWS's use of the NWS concert hall).
If, Landlord, in the City Manager's sole and reasonable discretion and judgment,
determines that Tenant has violated any of the conditions in the preceding
paragraphs (including, without limitation, allowing any entertainment use(s) other
than Tenant's Entertainment Use); or if Landlord (in the City Manager's sole and
reasonable discretion and judgment) determines that Tenant's Entertainment Use is
a nuisance, annoyance, inconvenience, interference, or disruption to the residents
and/or business operators (including, without limitation, the NWS) in the area
surrounding the Premises/Retail Space, then Landlord, through its City Manager,
shall have the right to revoke Tenant's Entertainment Use, upon thirty (30) days prior
written notice to Tenant, stating the reasons for such termination (the "City Notice").
Upon receipt of the City Notice, the Tenant may appeal the Manager's decision, in
writing, to the City Commission; provided, however that the Tenant's written request
for appeal must be submitted to the City Manager within the thirty (30) day period
provided in the City's Notice. The City Commission's decision shall be final and
binding upon all parties.
3. Item 10 of the Lease Summary,. entitled "Term of Lease (Section 1.1)," hereby
amends the following defined terms as follows:
(a) Landlord and Tenant (the "Parties") hereby agree. and acknowledge that the
"Lease Commencement Date" is October 13, 2011;
the Parties hereby agree and acknowledge that the "Rent Commencement Date"
is April 14, 2012; and
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(c) the Parties hereby agree and acknowledge that the "Expiration Date" is October
11, 2021.
4. Item 11 of the Lease Summary, entitled "Minimum Rent (St�ction 2.2)," is deleted in
its entirety and replaced with the Revised Rent Schedule attached and incorporated
as Exhibit"1" to this Amendment.
5. Item 16 of the Lease Summary, and Section 2.7 of the Lease," entitled "Security
Deposit", is amended to include the following additional paragraph:
Tenant hereby authorizes the payment of rent for November and December, 2012, in
the total sum of$120,520.52 (i.e. Minimum Rent and CAM of$112,636.00 plus sales
tax of $7,884.52), from Tenant's Security Deposit (Deposit Disbursement)., Tenant
shall re-pay and reimburse Landlord for the Deposit Disbursement, in six (6) equal
payments of $18,772.67 each (the Depcsit,Disbursement Payments), with the first
Deposit Disbursement Payment due on October 1, 2013, and with the last Payment
to be made on March 1, 2014. The Deposit Disbursement Payments shall be due
and payable to Landlord.without prior notice or demand on the first day of each
calendar month during the six (6) month re-payment term (in addition to Tenant's
Payment of Minimum Rent, CAM, and any other sums due and payable under the
Lease). Landlord hereby waives any and all late charges, interest and penalties on
said Deposit Disbursement Payments.
6. The schedule in Section '18 of the Lease Summary, entitled "Cost Pass-Throughs
(Section 2.4)," is deleted in its entirety and replaced with_the.following schedule:
Common Area Maintenance (CAM)
Lease Year Cost per Square Foot Monthly/Annual Payment
1-2 $10.00 x 10,169 square feet $8,474/mo - $101,690/yr
3-10 See Note (*) See Note (*)
(Vote N Beginning on the third anniversary of the Lease Commencement Date, and
at the beginning of each succeeding year thereafter during the Term of the Lease,
the CAM rate shall be adjusted to reflect the actual pro-rata share of common area
maintenance, which shall, without limitation, include Property Taxes incurred by
Landlord during the previous calendar year, as well as the insurance costs, as
determined by Landlord in its sole discretion.and judgment, to be sufficient to self-
insure the Premises.
7. Section 2.8 of the Lease, entitled "Rent Abatement" shall be amended to include the
following:
Commencing retroactively as of January, 1, 2013, Tenant shall be permitted to abate
fifty percent (50%) of Minimum Rent and CAM payments for the months of January,
2013, through June 2013 (the "Rent Abatement Period"), in the total sum of
$168,954.00.
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Section 2.9 of the Lease, entitled "Rent Deferral," shall be amended to include the
following:
Commencing retroactively as of July 1, 2013, Tenant shall be permitted to defer the
Payment of fifty percent (50%) of Minimum Rent and CAM payments for the months
of July 2013, through December, 2013 (the "Rent Deferral Period"), in the total sum
of $171,106.59 (the "Rent Deferral Amount"). Tenant shall re-pay the Rent Deferral
Amount, without prior notice or demand, in monthly payments of $7,129.44 each,
over a period of twenty-four (24) months, commencing on the first day of Year Six (6)
of the Lease, and ending on the last day of Year Seven (7) of the Lease (in addition
to Tenant's payment of Minimum Rent, CAM, and any other sums due and payable
under the Lease).
8. The Premises/Retail Space shall re-open for business no later than December 31,
2013.
9. Concurrent with Tenant's execution of this Amendment No. 3, and as a condition to
City/RDA's agreement to execute this Amendment No. 3 hereby: i) set aside
Tenant's default under the Lease; ii) approve (as required pursuant to subsection 8.1
of the Lease) a Transfer in the fifty percent (50%) membership interest of the Tenant
entity, Penn 17, LLC, from Amir Ben-Zion to OBK Project LLC; iii) approve (as
required pursuant to Section 142-362 of the City Code) Tenant's proposed
Entertainment Use, subject to the terms of the Lease including, without limitation, the
additional terms and conditions to such Use set forth in Paragraph 2 of this
Amendment; and (iv) contract and pay for the relocation of the existing kitchen
exhaust venting system, for a total cost not to exceed $250,000, Tenant shall:
a) Pay the Minimum Rent and CAM payments due for May, June, July
and August, 2013, which will be accepted without late fees interest
and penalties so long as said payments are received by August 30,
2013 (Landlord acknowledges receipt of the May and June, 2013
Minimum Rent and CAM payments, as well as payments, subject to
clearance, for the July and August, 2013 Minimum Rent and CAM
payments);
b) Agree to the City/RDA making the Deposit Disbursement for the
purposes set forth in Paragraph 5 of this Amendment (and subject
further to Tenant's timely payment of the Deposit Disbursement
Payments);
c) Re-deposit (and provide written proof of same to City/RDA) the
Minimum Construction Deposit, in the amount of $50,000, into
Tenant's Construction Fund, as required pursuant to subsection 5.2(n)
of.the Lease, and the Work Letter and Escrow Agreement, dated
August 29, 2011 ("Construction Escrow Agreement"), and
incorporated as Exhibit "F" to the Lease; and
d) Provide City/RDA with such written proof as the City Manager may
reasonably require, that the following liens recorded against the
Premises/Retail Space have been removed, paid or otherwise
satisfied: A) A & P Air Conditioning (dated December 12, 2012, and
recorded in O.R. Book 28396, Page 3630 of the Public Records of
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Miami-Dade County, Florida, in the amount of $73,693 (the "A & P
Lien"); and B) MP Firestop Corp. (dated January 10, 2013, and
recorded in O.R. Book 28451, Page 4013 of the Public Records of
Miami-Dade County, Florida, in the amount of $7,900 (the "MP
Firestop Lien").
10. General Release (Release). By Tenant's execution of this Amendment No. 3 to
Lease, and as additional consideration for the City/RDA's execution of this
Amendment, (i) PENN 17 LLC, a Florida limited liability company, for itself and its
officers, managers, members, directors, shareholders, and principals; and (ii) OBK
PROJECT, LLC, a Florida limited liability company, for itself and its officers,
managers, members, directors, shareholders and principals; and (iii) ROMAN
CHERSTOV, (iv) EUGENE ALEKSEYCHENCO, and (v) OLEG ELYUTIN, each
personally and individually (the entities and individuals in subsections (i) — (vi) are
hereinafter collectively referred to as "Releasors"), hereby fully and unconditionally
release the City of Miami Beach, Florida, and the Miami Beach Redevelopment
Agency (RDA), and their respective commissioners, employees, administrative
executives, staff, attorneys, and successors and assigns (the City and RDA are
hereinafter collectively referred to as "Releasees"), from any and all manner of
actions, causes of action, contracts, agreements, covenants, controversies, claims,
and demands whatsoever, whether legal or equitable, known or unknown, fixed or
contingent (collectively, the "Claims"), from the beginning of the world until the
Effective Date of this Amendment No. 3 (as set forth in page 1 hereof), relating to
any and all clams under the Lease including, without limitation, any and all Claims
arising, or alleged to have .arisen, from (i) the ventilation system, and/or (ii) the air
conditioning system on the Premises. The provisions of this Release shall survive
any termination or expiration of the Lease. This Release contains the entire
agreement between Releasors and Releasees hereto, and the terms of the Release
are contractual and not a mere recital.
11. In addition to the Release in Paragraph 11 of this Amendment, Tenant shall also,
concurrent with its execution of this Amendment No. 3, obtain and provide City/RDA
with an Order of Dismissal, with prejudice, of the lawsuit filed against the City/RDA
by A & P Air Conditioning to collect the amount(s) referenced in the A & P Lien;
styled, A & P Air Conditioning Corporation v. City of Miami Beach and The Miami
Beach Redevelopment Agency; Case No. 13-17051 CA 5 in the Circuit Court of the
11th Judicial Circuit in and for Miami-Dade County, Florida (the "A& P Lawsuit").
12. Except as amended herein, all other terms and conditions of the Lease, including
Amendments No. 1 and No. 2 to the Lease, shall remain in full force and effect and
are hereby ratified and confirmed by-the parties.
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IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed by the parties
hereto as of the day and year first above written.
ATTEST: LANDLORD/CITY OF MIAMI REACH, FLORIDA
Print Name: Li/q, arcllM M or
• 774 day of , 2013.
int Name: A44 ben 1i 4 k
rint Name: /h y i 1p City Jerk
4 D-day of 't c,✓3"2013.
Pri t Name: L !
ATTEST: LANDLORD/MIAMI REACH
REDEVELOPMENT AGENCY
Z�l�' A
C rperson rint Name: r `
day of , 2013.
rint 1 Na
Print Name: 411;q Cardlla Secretary
Z-k day of wx w, 013.
v Pr t Name c weiJ
APPROVED AS TO
FORM & LA UAGE
& FOR EXECUTION
City Attorney Date
r
ATTEST: TENANT/PENN 17, LLC,
a Florida limited liability company
By: OBK Project, LLC, a Florida limited liability
Pri N company, as Hager of
Penn 17, L
Print Name: By: *COI'ene Alekseychenko, Manager
B oject, LLC
By: Oleg Elyutin, Manager
of OBK Project, LLC
day of September, 2013.
9
Executed and Approved as to Paragraph 10/
General Release:
ATTEST: TENANT/PENN 17, LLC,
a Florida limited liability company
By: OBK r t, LLC, a Florida limited liability
P e: company, Hager of Penn 17, LLC
Print!:a m By: ,ne Alekseychenko, Manager
o OB j 8!5�
By: Oleg Elyutin, Manager
of OBK Project, LLC
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this � day of
2013, by Eugene Alekseychenko, as Manager f OBK Project, LLC, a Florida limited liability
company. He is personally known to me roduced a valid Florida driver's licenses as
P Y p Y P
identification
Name:
� - EVELYS VEGA
*s #•mss Notary Public State of Florida Print Name: v
My Comm. Expires Aug 2,2015
OF F� ' Commission# EE 118267
Notary Public—State of Florid
My Commission Expires:
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI--DADE )
, /
The foregoing Instrument was acknowledged before me this e day of ,
2013, by Oleg Elyutin, as Manager of OBK Project, LLC, a Florida limited liability company.
He/she is personal known to me or produced a valid Florida driver's licenses as
identification
ell—
Name:
,,••RV p'-.. Print Name:
EVELJiresA
•,� Notary public Not
Public— State of Flori
•:
MY Comm.Expo �.?.� commission My Commission Expires: C�
10
i
Executed and Approved as to Paragraph 10/
General Release:
By:
Roman Ch rstvov, individually
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )The foregoing instrument was acknowledged before me this day of � L*4yi V4L
2013, by Roman Cherstvov, individually. He i ersonally known to me or produced a
valid Florida driver's licenses as identification
Name: /z
Print Name:
Notary Public— State of Florida
My Commission Expires.
y� + My cuu,r;
'•4 f t�O�
Commiss,c;; Executed and Approved as to Paragraph 10/
also
- General Release:
?o+nr p�B,'''• EVELYS VEGA
« ` Notary_Public-State of Florida
My Comm.Expires Aug 2,2015
'• o���Q:•' Commission#EE 118267
By:
Eug Alekseychenko, individually
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this d!,,"or y of ,
2013, by Eugene Alekseychenko, individually. He is personally known to me produced
a valid Florida driver's licenses as identification
Name:
Print Name:
y Notary Public—State of Florida
EVELYS VEGA
Notary Public-State of Florida
My Comm.Expires Aug 2,2015 My Commission Expires:
Commission#EE 11.8267
11
Executed and Approved as to Paragraph 10/
General Release:
By:
Oleg Elyutin, individually
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE ) -
The foregoing instrument was acknowledged before me this day of
2013, by Oleg Elyutin, individually. He i ersonally known to me or produced a valid
Florida driver's licenses as identification
Name: -
Print Name:
Notary Public-- State of Florid
1AgY P, i
°• •� EVEtyS yEGq My Commission Expires:
N« . •ZZ Notary Publ'
MY Commo-State of Florida
m Expires Aug
„ Commission#EE 1 X6715
F:RHCD/ALL/ECON/ALL/ASSET/Penn17LLC/Amendment No.3 9-24-2013
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EXHIBIT"I"-REVISED RENT SCHEDULE
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NOTES:
September,2012 deferment($20,000)Re.Letter Agreement
of 9-10-2012 re relocation of Kitchen exhaust system.
June,2012 Min.Rent was abated per Amend.No.2
(1)Repayment of July 2012 and August 2012 Rent($95,688.00)
per Amend.No.2,paid years 3-5
509F.Min.Rent abatement for Jan.2013-June,2013 per Amend.No.3
(2)Repayment of July 2013-Dec.2013 deferred Rent($171,106.59)
per Amend.No.3,paid years 6-7
(3)Replenish Tenant Deposit for application of funds
to Nov.and Dec.,2012 Min.Rent and Cam($112,636.00)
1per Amend.No.3,paid Oct,2013-March,2014
Penn 17,LLC Proposed Rent Schedule
Lease Commencement:October 13,2011 Rent Commencement April 14,2012
Lease termination: October 11,2021
Current Revised
Lease Years:1 and 2 Rent Rent Total Monthly Total Monthly
Minimum Rent Repayment Repayment CAM(") Abatement Deferment Payment Payment
4/14/2012 $ 21,716.67 $ 4,393.07 $ 26,109.74
5/1/2012 $ 47,844.00 $ 8,237.00 $ 56,081.00
6/1/2012 $ 47,844.00 $ 8,474.00 $ (47,844.00) $ 56,318.00 $ 8,474.00
7/1/2012 $ 47,844.00 $ 8,474.00 $ (47,844.00) $ 56,318.00 $ 8,474.00
8/1/2012 $ 47,844.00 $ 8,474.00 $ (47,844.00) $ 56,318.00 $ 8,474.00
9/1/2012 $ 47,844.00 $ 8,474.00 $ (20,000.00) $ 56,318.00 $ 36,318.00
10/1/2012 $ 47,844.00 $ 8,474.00 $ 56,318.00
11/1/2012 $ 47,844.00 $ 8,474.00 $ 56,318.00
12/1/2012 $ 47,844.00 $ 8,474.00 $ 56,318.00
01/01/13 $ 47,844.00 $ 8,474.00 $ (28,159.00) $ $ 56,318.00 $ 28,159.00
02/01/13 $ 47,844.00 $ 8,474.00 $ (28,159.00) $ $ 56,318.00 $ 28,159.00
03/01/13 $ 47,844.00 $ 8,474.00 $ (28,159.00) $ $ 56,318.00 $ 28,159.00
04/01/13 $ 47,844.00 $ 8,474.00 $ (28,159.00) $ $ 56,318.00 $ 28,159.00
05/01/13 $ 47,844.00 $ 8,474.00 $ (28,159.00) $ $ 56,318.00 $ 28,159.00
06/01/13 $ 47,844.00 $ 8,474.00 $ (28,159.00) $ $ 56,318.00 $ 28,159.00
07/01/13 $ 47,844.00 $ 8,474.00 $ $ (28,159.00) $ 56,318.00 $ 28,159.00
08/01/13 $ 47,844.00 $ 8,474.00 $ $ (28,159.00) $ 56,318.00 $ 28,159.00
09/01/13 $ 47,844.00 $ 8,474.00 $ $ (28,159.00) $ 56,318.00 $ 28,159.00
Total: $ 835,064.67 $ 76,266.00 $(168,954.00) $ (84,477.00) $506,862.00 $ 253,431.00
Current Revised
Lease Year 3 Rent Rent Total Monthly Total Monthly
Minimum Rent(*) Repayment(1) Repayment(3) CAM(") Abatement Deferment Payment Payment
10/01/13 $ 49,279.32 $ 2,658.00 $ 18,772.67 $ 8,474.00 $ $ (28,876.53) $ 60,411.32 $ 50,307.46
11/01/13 $ 49,279.32 $ 2,658.00,$ 18,772.67 $ 8,474.00 $ $ (28,876.53) $ 60,411.32 $ 50,307.46
12/01/13 $ 49,279.32 $ 2,658.00 $ 18,772.67 $ 8,474.00 $ $ (28,876.53) $ 60,411.32 $ 50,307.46
01101114 $ 49,279.32 $ 2,658.00 $ 18,772.67 $ 8,474.00 $ $ $ 60,41 1.32 $ 79,183.99
02/01/14 $ 49,279.32 $ 2,658.00 $ 18,772.67 $ 8,474.00 $ $ $ 60,411.32 $ 79,183.99
03/01/14 $ 49,279.32 $ 2,658.00 $ 18,77_2.67!$ 8,474.00 $ $ $ 60,411.32 $ 79,183.99
04/01/14 $ 49,279.32 $ 2,658.00 $ 8,474.00 $ $ $ 60,411.32 $ 60,411.32
05/01/14 $ 49,279.32 $ 2,658.00 $ 8,474.00 $ $ $ 60,411.32 $ 60,411.32
06/01/14 $ 49,279.32 $ 2,658.00 $ 8,474.00 $ $ $ 60,411.32 $ 60,411.32
07101114 $ 49,279.32 $ 2,658.00 $ 8,474.00 $ $ $ 60,411.32 $ 60,411.32
08/01/14 $ 49,279.32 $ 2,658.00 $ 8,474.00 $ $ $ 60,411.32 $ 60,411.32
09/01/14 $ 49,279.32 $ 2,658.00 $ 8,474.00 $ $ $ 60,411.32 $ 60,411.32
Total: $ 591,351.84 $ 31,896.00 $ 101,688.00 $ $ (86,629.59) $724,935.84 $ 638,306.25
Current Revised
Lease Year 4 Rent Rent Total Monthly Total Monthly
Minimum Rent(*) Repayment(1) Repayment(3) CAM(") Abatement Deferment Payment Payment
10/01/14 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
11/01/14 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
12/01/14 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
01/01/15 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
02/01/15 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
03/01/15 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
04/01/15 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
05/01/15 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
06/01/15 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
07/01/15 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
08/01/15 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
09/01/15 $ 50,757.70 $ 2,658.00 $ 8,474.00 $ $ $ 61,889.70 $ 61,889.70
Total: $ 609,092.40 $ 31,896.00 $ 101,688.00 $ $ $742,676.40 $ 742,676.40
Page 1 of 3
QC C)
Y
Current Revised
Lease Year:5 Rent Rent Total Monthly Total Monthly
Minimum Rent(•) Repayment(1) CAM('•) Abatement Deferment Payment Payment
10/01/15 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
11/01/15 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
12/01/15 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
01/01/16 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
02/01/16 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
03/01/16 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
04/01/16 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
05/01/16 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
06/01/16 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
07/01/16 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
08/01/16 $ 52,280.43 $ 2,658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
09/01/16 $ 52,280.43 $ 2658.00 $ 8,474.00 $ $ $ 63,412.43 $ 63,412.43
Total: $ 627,365.16 $ 31,896.00 $ 101,688.00 $ S $760,949.16 $ 760,949.16
Current Revised
Lease Year:6 Rent Rent Total Monthly Total Monthly
Minimum Rent(•) Repayment(2) CAM(") Abatement Deferment Payment Payment
10/01/16 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
11/01/16 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
12/01/16 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
01101117 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
02/01/17 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
03/01/17 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
04/01/17 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
05101117 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
06/01/17 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
07/01/17 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
08/01/17 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
09/01/17 $ 53,848.84 $ 7,129.44 $ 8,474.00 $ $ $ 62,322.84 $ 69,452.28
Total: S 646,186.08 $ 85,553.28 $ 101,688.00 $ S $747,874.08 $ 833,427.36
Current Revised
Lease Year 7 Rent Rent Total Monthly Total Monthly
Minimum Rent(•) Repayment(2) CAM('") Abatement Deferment Payment Payment
10/01/17--771 $ 55,464.31 $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
11101117 $ 55,464.31 $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
12/01/17 $ 55,464.31 $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
01/01/18 $ 55,464.31 $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
02/01/18 $ 55,464.31 $ 7,1 29.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
03/01/18 $ 55,464.31 $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
04/01/18 $ 55,464.31 $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
05/01/18 $ 55,464.31 $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
06/01/18 $ 55,464.31 $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
07/01/18 $ 55,464.31 $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
08/01/18 $ 55,464.31_ $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
09/01/18 $ 55,464.31 $ 7,129.44 $ 8,474.00 $ $ $ 63,938.31 $ 71,067.75
Total: $ 665,571.72 $ 85,553.28 $ 101,688.00 $ $ $767,259.72 S 852,813.00
Page 2 of 3
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Lease Year:8 Total Monthly
Minimum Rent(*) CAM(•') Payment
10/01/18 $ 57,128.23 $ 8.474.00 $ 65,602.23
11/01/18 $ 57,128.23 $ 8,474.00 $ 65,602.23
12/01/18 $ 57,128.23 $ 8,474.00 $ 65,602.23
01/01/19 $ 57,128.23 $ 8,474.00 $ 65,602.23
02/01/19 $ 57,128.23 $ 8,474.00 $ 65,602.23
03/01/19 $ 57,128.23 $ 8,474.00 $ 65,602.23
04/01/19 $ 57,128.23 $ 8,474.00 $ 65,602.23
05/01/19 $ 57,128.23 $ 8,474.00 $ 65,602.23
06/01/19 $ 57,128.23 $ 8,474.00 $ 65,602.23
07/01/19 $ 57,128.23 $ 8,474.00 $ 65,602.23
08/01/19 $ 57,128.23 $ 8,474.00 $ 65,602.23
09/01/19 $ 57,128.23 $ 8,474.00 $ 65,602.23
Total: $ 685,538.76 $ 101,688.00 $ 787,226.76
Lease Year:9 Total Monthly
Minimum Rent(•) CAM(") Payment
10/01/1977771 $ 58,842.08 $ 8,474.00 $ 67,316.08
11/01/19 $ 58,842.08 $ 8,474.00 $ 67,316.08
12/01/19 $ 58,842.08 $ 8,474.00 $ 67,316.08
01/01/20 $ 58,842.08 $ 8,474.00 $ 67,316.08
02/01/20 $ 58,842.08 $ 8,474.00 $ 67,316.08
03/01/20 $ 58,842.08 $ 8,474.00 $ 67,316.08
04/01/20 $ 58,842.08 $ 8,474.00 $ 67,316.08
05/01/20 $ 58,842.08 $ 8,474.00 $ 67,316.08
06/01/20 $ 58,842.08 $ 8,474.00 $ 67,316.08
07/01/20 $ 58,842.08 $ 8,474.00 $ 67,316.08
08/01/20 $ 58,842.08 $ 8,474.00 $ 67,316.08
09/01/20 $ 58,842.08 $ 8,474.00 $ 67,316.08
Total: $ 706,104.96 $ 101,688.00 $ 807,792.96
Lease Year:10 Total Monthly
Minimum Rent(*) CAM(••) Payment
10/01/20 $ 60,607.34 $ 8,474.00 $ 69,081.34
11/01/20 $ 60,607.34 $ 8,474.00 $ 69,081.34
12/01/20 $ 60,607.34 $ 8,474.00 $ 69,081.34
01/01/21 $ 60,607.34 $ 8,474.00 $ 69,081.34
02/01/21 $ 60,607.34 $ 8,474.00 $ 69,081.34
03/01/21 $ 60,607.34 $ 8,474.00 $ 69,081.34
04/01/21 $ 60,607.34 $ 8,474.00 $ 69,081.34
05/01/21 $ 60,607.34 $ 8,474.00 $ 69,081.34
06/01/21 $ 60,607.34 $ 8,474.00 $ 69,081.34
07/01/21 $ 60,607.34 $ 8,474.00 $ 69,081.34
08/01/21 $ 60,607.34 $ 8,474.00 $ 69,081.34
09/01/21 $ 60,607.34 $ 8,474.00 $ 69,081.34
10/1/2021(11 days) $ 21,505.83 $ 3,006.90 $ 24,512.73
Total: $ 748,793.91 $ 104,694.90 $ 853,488.81
NOTE:Section 2.3 of the Lease("Percentage Rent")additionally requires percentage rental payments-
(2%of gross sales for each lease year in excess of$8,000,000/3%for gross sales in excess of$9,000,0001
NOTE:Minimum Rent,Cam and Repayment amounts contained herein do not include applicable sales tax.
NOTE:Minimum Rent(•)Commencing on the third anniversary of the Lease Commencement Date,and at
the beginning of each succeeding year thereafter,during the Term of the Lease,Minimum Rent shall be
Increased annually in increments of three percent(3%)per year.
NOTE:CAM(••)-CAM rate is subject to adjustment commencing Year 3 of the Lease to reflect Tenant's
pro-rata share of common area maintenance,which also includes,without limitation,real estate taxes and
insurance costs(estimated by Landlord,as Landlord self-insures).
Landlord Initials:
Landlord Initials:
Landlord Initials:
Landlord Initials:
Tenant Initials:
Tenant Initials:
Tenant Initials:
Page 3 of 3