Exhibit 10.43
















		
	 	 	Exhibit 10.43	 



	


NEW LEASE
AGREEMENT



THIS NEW LEASE
AGREEMENT dated, for reference purposes only, November 15, 2000, is entered
into by and between BURLINGAME SHORE INVESTMENTS, a California general
partnership (“Landlord”) and THE GYMBOREE CORPORATION, a
Delaware corporation (“Tenant”). 



RECITALS



WHEREAS, on or about
October 11, 1996, Landlord and Tenant entered into that certain “Office
Lease” (the “Original Lease”) for certain Premises known and
described as 770 Airport Boulevard, in the City of Burlingame, County of San
Mateo, State of California (the “Premises”); and 



WHEREAS the Original Lease provided
for a term expiring on November 30, 1999; and 



WHEREAS subsequently the
Original Lease has been amended, and as amended, its term shall expire on
November 30, 2000; and 



WHEREAS, Tenant has vacated
the Premises, and the parties hereto agree that the Original Lease expires, and
shall be of no further force or effect, on November 30, 2000; and 



WHEREAS, Tenant desires to
lease the Premises under a new Lease and for a new Term commencing on December
1, 2000, on substantially similar terms as those expressed in the Original
Lease; 



NOW, THEREFORE, the parties
have agreed to enter into this lease agreement (the “New Lease”) for
the Premises, on the following terms and conditions: 



NEW LEASE



1.   Letting. Landlord hereby leases
to Tenant, and Tenant hereby leases from Landlord, the Premises, for the Term, and on the
terms and conditions, as set forth herein.  



2.  
Premises. The Premises shall consist of the entire building
known by the street address of 770 Airport Boulevard, in the City of Burlingame,
consisting of approximately 25,578 rentable square feet, plus the surrounding
parking and landscaped areas. The Premises are being let in their current
“AS IS” condition without warranty of any kind. 



3.   Term. The Term of the New Lease
shall be for a period of six (6) years, which shall commence on December 1, 2000 (the
“Commencement Date”), and which shall expire on November 30, 2006 (the “Expiration Date”).  
















	





4.   Initial Monthly Base Rent. The
initial monthly Base Rent for the Premises, for each month during the first New Lease
Year (12/1/00-11/30/01) shall be Eighty-three Thousand One Hundred Twenty-eight and
50/100 ($83,128.50) Dollars per month.  



5.   Base Rent
Adjustments. Beginning on the first anniversary of the New Lease
Commencement Date and on each successive anniversary thereafter during the New
Lease Term (each, an “Adjustment Date”), the Base Rent shall be
increased with the CPI, with a minimum increase of three (3%) percent annually,
and a maximum increase of five (5%) percent annually. 



6.   Deferment
and Recoupment of Rent. As an accommodation to Tenant, Landlord
shall defer payment of the sum of Two Hundred Fifty Thousand and no/100
($250,000.00) (the “Deferred Rent”) from the Base Rent due for the
first twelve months of the New Lease Term, on the following terms and
conditions: 










	 	
(a)  
The Deferred Rent shall be deferred in twelve (12) equal monthly installments from the
Base Rent otherwise due and owing from Tenant, thereby reducing Tenant’s monthly
payments to the sum of Sixty-two Thousand Two Hundred Ninety Five ($62,295.00) Dollars
per month, in each of the first twelve (12) months of the New Lease Term.






	 	
(b)  
Commencing on the first day of the 13th month of the New Lease Term, the Deferred Rent
shall be repaid to Landlord in monthly installments of Ten Thousand ($10,000.00) Dollars
from Tenant (in addition to the Base Rent which would otherwise be due from Tenant), due
each and every month until the total amount of $250,000.00 in Deferred Rent has been
wholly recouped. By way of example only, and not by way of limitation, in the event that
the Base Rent Adjustment commencing at the beginning of the second lease year is 4%, then
the Rent payable for months 13-24 shall be $96,453.64 per month, consisting of Base Rent
(as adjusted) in the amount of $86,453.64. per month, plus repayment of Deferred Rent in
the amount of $10,000 per month.







	 	
(c)  
All sums due and payable hereunder, including but not limited to Base Rent and Deferred
Rent, shall be deemed to be “rent.”






	


7.   Base Rent Due Upon Execution.
Base Rent for the period from 12/1/00 to 12/31/00, in the amount of $82,295.00, less
Deferred Rent of $10,000.00, shall be due upon New Lease execution, for a net payment due
from Tenant in the amount of $62,295.00.  

















	





8.   Security Deposit Due Upon
Execution. Tenant shall deposit with Landlord upon execution the sum of Eighty-two
Thousand Two Hundred Ninety-five and no/100 ($82,295.00) Dollars, as and for security for
Tenant’s timely performance of each and every of its obligations hereunder.  



9.   Option to Extend. 











	 	
(a) 
Tenant shall have the option to extend the term hereof for one (1) additional six (6)
year period (the “Option Term”) following the expiration of the initial term,
by delivering to Landlord written notice of exercise of such option not later than
November 30, 2005.






	 	
(b) 
The Base Rent for the Option Term shall be fixed at the commencement of the Option Term
and shall be the fair market rental (“Fair Market Rental” as hereinafter
defined) of the Premises at the commencement date of the Option Term. Under no
circumstances shall the rent for the Option Term be less than the last month’s rent
payable in the Initial Term.






	 	
(c) 
“Fair Market Rental” shall mean the rate being charged to similarly situated
tenants for comparable space in similar buildings in, and in the immediate vicinity of
the mid- Peninsula/Burlingame area, with similar amenities. Fair Market Rental as of the
Adjustment Date shall be determined by Landlord with written notice (the “Notice of
Option Term Rent”) given to Tenant not earlier than eight (8) months, and not later
than (6) six months, before the commencement of the Option Term, subject to Tenant’s
right to arbitration as hereinafter provided.






	 	
(d) 
If Tenant disputes the amount claimed by Landlord as Fair Market Rental, Tenant may
require that Landlord submit the dispute to arbitration. Tenant shall notify Landlord of
its demand for arbitration in writing within fifteen (15) days after service of the
Notice of Option Term Rent. Tenant’s demand for arbitration shall include the
designation by Tenant of its appointed arbitrator, who shall be a commercial real estate
agent or broker with at least five (5) years full-time experience who is familiar with
the Fair Market Rental of similar space in comparable buildings in the above-specified
area.






	 	
(e) 
Within ten (10) days of receipt of Tenant’s demand for arbitration, Landlord shall
designate in writing its appointed arbitrator, who shall be similarly qualified. Within
ten (10) days thereafter, the two arbitrators shall select a third, neutral arbitrator,
who shall be similarly qualified.

















	 	
(f) 
Within thirty (30) days after the appointment of the neutral arbitrator, each party
arbitrator shall simultaneously submit to the neutral arbitrator its proposed Fair Market
Rental. The neutral arbitrator shall select the one proposal which most closely
approximates the neutral arbitrator’s independent assessment of the Fair Market
Rental of the Premises. The arbitrator’s authority is limited to selecting one of
the parties’proposed Fair Market Rental figures, and s/he shall have no authority to
set a compromise rental figure. The decision of the arbitrator shall be final and binding
on the parties. Each party shall pay the costs and fees of its arbitrator, and shall
share equally in the costs and fees of the neutral arbitrator.






	 	
(g)
Failure on the part of Tenant to demand arbitration within fifteen (15) days following
receipt of the Notice of Option Term Rent from Landlord shall bind Tenant to the Fair
Market Rental as determined by Landlord. Should Tenant elect to arbitrate and should the
arbitration not have been concluded prior to the Adjustment Date, Tenant shall pay the
monthly rent to Landlord after the Adjustment Date, adjusted to reflect the Fair Market
Rental as Landlord has so determined. If the amount of the Fair Market Rental as
determined by arbitration is greater than or less than Landlord’s determination,
then any adjustment required to adjust the amount previoulsy paid shall be made by the
appropriate party within ten (10) days after such determination of Fair Market Rental.






	



10.   Additional Terms and Conditions.
To the extent not contradicted hereby, the terms and conditions, and definitions of
defined terms, of the Original Lease shall be incorporated herein as if set forth in
full, and shall be the terms and conditions of the New Lease, with the following
exceptions:  











	a. 		The
“Term” of the New Lease shall be as stated herein. 







	b. 		There
shall be no “early occupancy” under the New Lease, and Section 1 of the Addendum
shall not be incorporated herein. 







	c. 		The
Base Rent under the New Lease shall be in the amount as set forth herein, and otherwise
subject to the terms and conditions of the Original Lease. 







	d. 		Tenant
shall pay triple net charges as set forth in the Original Lease, in such sums as are
currently incurred for insurance and taxes for the Premises. 







	e. 		The
Security Deposit shall be in the amount set forth herein, and otherwise subject to the
terms and conditions of the Original Lease. 







	f.		
There shall be no option rights other than as set forth in this New Lease, and
no tenant improvement reimbursement under the New Lease and Exhibit B shall not
be incorporated herein. 


















	g. 		There
shall be no “Due Diligence” period following execution of the New Lease and
Section 6 of the Original Lease shall not be incorporated herein. 







	h. 		There
shall be no brokerage commissions due or payable in connection with the New Lease and
Section 24 of the Original Lease shall not be incorporated herein. 







	i. 		There
shall be no tenant improvements included in the New Lease and Exhibit C to the Original
Lease shall not be incorporated herein. 







	j. 		Exhibit
D of the Original Lease shall not be incorporated herein. 







	k. 		Any
and all Amendments to the Original Lease shall not be incorporated herein. 






	



IN WITNESS WHEREOF, the
parties hereto have executed this New Lease on the dates immediately following
their respective signatures below: 










		
	LANDLORD:	 	TENANT:	 
	BURLINGAME SHORE INVESTMENTS, a	 	THE GYMBOREE CORPORATION, a	 
	California General Partnership	 	Delaware Corporation	 
	  
	By /s/ Martin Lin	 	By /s/ L. H. Meyer	 
	Martin Lin	 	L. H. Meyer	 
	Its General Partner	 	CFO & Sr. Vice President	 
	Dated:  November 16, 2000	 
	 	 	By /s/ Stuart G. Moldaw	 
	 	 	Stuart G. Moldaw	 
	 	 	CEO & Chairman	 
	 	 	Dated: November 16, 2000