ADDENDUM TO STANDARD COMMERCIAL-INDUSTRIAL
TRIPLE NET LEASE
This Addendum to Standard Commercial-Industrial Triple Net Lease
("Addendum") is attached to and incorporated into that certain Standard
Commercial-Industrial Triple Net Lease, dated as of December 16, 1996, between
Holualoa Peoria Avenue Industrial, LLC, an Arizona limited liability company
("Lessor"), and Titan Motorcycle Co. of America, a Nevada corporation
("Lessee"), (the "Lease"). In the event of any inconsistency between the terms
of the Lease and this Addendum, the terms of this Addendum shall control. As
hereinafter used, the term "Lease" means the Lease as amended by this Addendum.
36. Intentionally Deleted.
37. HVAC and Mechanical Equipment. Notwithstanding the terms of Paragraph 7 of
the Lease to the contrary, during the first nine (9) months of the Term, Lessor,
shall, at its expense, maintain, service, replace and keep in good repair the
heating, ventilating and air conditioning equipment and all mechanical equipment
serving the Premises; provided, however, the foregoing obligation of Lessor
shall in no event include any of the Leasehold Improvements described on Exhibit
"B" to the Lease.
38. Monthly Base Rent. The monthly base rental shall commence April 1, 1997 (the
"Rental Start Date"). Monthly base rental for the twenty (20) month period
commencing on the Rental Start Date shall be Fifteen Thousand Five Hundred
Twenty and no/100 Dollars ($15,520.00) triple net; monthly base rental for the
second twenty (20) month period after the Rental Start Date shall be Eighteen
Thousand Two Hundred Thirteen and no/100 Dollars ($18,213.00) triple net; and
monthly base rental for the third twenty (20) month period after the Rental
Start Date shall be Twenty Thousand Nine Hundred Six and no/100 Dollars
($20,906.00) triple net. Lessee shall have the right to occupy the Premises from
the Commencement Date until the Rental Start Date rent free.
39. Extension Option.
39.1 Lessor hereby grants to Lessee one (1) option (the "Extension
Option") to extend the Term of the Lease for an additional period of five (5)
years (the "Option Terms), on the same terms, covenants and conditions as
provided for in this Lease during the initial Term, except: (a) the monthly base
rent payable during the Option Term shall be the "fair market rental rate" for
the Premises as defined and determined in accordance with the Fair Market Rental
Rate Rider attached to this Lease as Exhibit "C" provided, however, in no event
shall the monthly base rent payable during the Option Term be less than the
Adjusted Monthly Base Rent in effect from time to time, determined pursuant to
Section 39.4 below; (b) Lessor shall have no further right to extend the Term;
and (c) the terms of Exhibit "B" shall be inapplicable to the Option Term.
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39.2 The Extension Option must be exercised, if at all, by written
notice ("Extension Notices) delivered by Lessee to Lessor no later than the date
which is one hundred eighty (180) days prior to the expiration of the initial
Term. The Extension Option shall, at Lessor's sole option, not be deemed to be
properly exercised if, at the time such Extension Option is exercised or on the
scheduled commencement date for the Option Term, Lessee is then in default or
Lessee has been chronically delinquent during the initial Term as described in
Section 15.1(e) of the Lease.
39.3 Notwithstanding the determination of fair market rental rate
pursuant to Exhibit "C" or of Adjusted Monthly Base Rent pursuant to Section
39.4, in no event shall the monthly base rent payable during any month of the
Option Term be less than the monthly base rent payable during the previous
month.
39.4 Adjusted Monthly Base Rent shall be determined in accordance with
the following formula on the first day of each of the five (5) years of the
Option Term (the "Adjustment Date(s)") and shall be in effect for the subsequent
12 months:
Adjusted Monthly Base Rent = monthly base rent as of the day
prior to applicable Adjustment
Date x (CPI-2/CPI-1).
In applying the above, the following definitions shall be used:
39.4.1 "Preceding Year of the Lease Term" Means
the 12 months preceding the Applicable
Adjustment Date.
39.4.2 "Bureau" means the U.S. Department of
Labor, Bureau of Labor Statistics or any
Successor agency that shall issue the
indices or data referred to in Section
39.1.1.3
39.4.3 "CPI" means the monthly indices of the
Consumer Price Index, All Urban Consumers
(CPI-U), U.S. City Average, All Items
(1982-84 equals 100), issued by
the Bureau.
39.4.4 "CPI-1" means the monthly CPI for the
Calendar month three (3) months before
The commencement of the Preceding Year Of
the Lease Term.
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39.4.5 "CPI-2" means the monthly CPI for the
Calendar month three (3) months before
The applicable Adjustment Date.
39.4.6 If at the time of the computations provided for in
Section 39.4, no CPI is compiled and published by any agency of the federal
government, the statistics reflecting cost of living increases, as compiled by
any institution or organization or individual generally recognized as an
authority by financial and insurance institutions and acceptable to Lessor,
shall be used as a basis for such adjustments.
39.4.7 If Adjusted Monthly Base Rent exceeds the fair market
rental rate for the Premises, Lessor shall notify Lessee in writing of the
Adjusted Monthly Base Rent. Such notice shall include all the data used by
Lessor in calculating the Adjusted Monthly Base Rent. In the event that Adjusted
Monthly Base Rent is not determined prior to the commencement to any year during
the Option Term, Lessee shall continue to pay to Lessor the monthly base rent
last in effect until Lessee is notified of the Adjusted Monthly Base Rent and
that the same exceeds the fair market rental rate for the Premises. Upon such
notice, Lessee shall commence paying Adjusted Monthly Base Rent at the time the
next monthly base rent payment is due, at which time Lessee shall also reimburse
Lessor for the difference between the amount of rental paid during such interim
period and the amount of the Adjusted Monthly Base Rent for said period.
40. Right of First Offer to Purchase
40.1 During the Term, before entering into an agreement to
sell the Project, Lessor will notify Lessee ("Lessor's Notice") of the purchase
price and other material terms upon which Lessor would be willing to sell the
Project to Lessee (the "Sales Terms"). If within ten (10) days after receipt of
Lessor's Notice, Lessee agrees in writing to purchase the Project upon the Sales
Terms, Lessor or its counsel will prepare a formal Purchase and Sale Agreement
and Escrow Instructions (the "Agreement"), which Agreement shall be acceptable
to Lessor in its sole and absolute discretion. If Lessee does not deliver its
notice of intent to purchase the Project as offered in Lessor's Notice within
such ten (10) day period, or if the Agreement has not been fully executed and
delivered by Lessor and Lessee within ten (10) days after Lessor's first
delivery of the Agreement to Lessee, Lessor and Lessee shall have no further
rights or obligations under this Paragraph 40, and Lessor will have the right to
sell the Project to a third party at a price and upon such terms as are
acceptable to Lessor, whether or not such price and terms are more or less
favorable than those offered to Lessee. This right of first offer to purchase
the Project is personal to Titan Motorcycle Co. of America and is not
transferrable except to an affiliate of Titan Motorcycle Co. of America ("Titan
Affiliate") in connection with an assignment of this Lease or in connection with
a sublease of all of the Premises for the entire remaining term (less any de
minimus reversion to Titan Motorcycle Co. of America), where such assignment or
sublease transaction has been consented to by Lessor pursuant to Paragraph 14 of
the Lease. For purposes hereof, a Titan Affiliate shall mean an entity
controlled by or under common control with Titan Motorcycle Co. of America.
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40.2 Time is of the essence of the provisions of this
Paragraph 40.
40.3 Lessor's obligations under this Paragraph 40 are
conditioned upon the following: (i) Lessee not being in default under this Lease
as of the date Lessor gives Lessor's Notice and no event having occurred as of
the date Lessor gives Lessor's Notice that with the giving of notice or the
passage of time would constitute a default under this Lease; (ii) Lessee not
having been chronically delinquent as described in Section 15.1(e) of the Lease
at any time prior to the date Lessor's Notice is given; and (iii) Lessor's
determination, upon a review of Lessee's most recent financial statements, that
Lessee's financial condition permits it to fully perform in accordance with the
Agreement.
40.4 Except as set forth in Section 17.11 of the Lease, Lessee
shall not allow its rights under this Paragraph 40 to be placed of record. A
violation of the preceding sentence shall terminate Lessee's rights pursuant to
this Paragraph 40 and will constitute an incurable and material default under
this Lease.
40.5 All of Lessee's rights set forth in this Paragraph 40 are
hereby subordinated to any existing or future mortgage or deed of trust
encumbering the Project.
40.6 If Lessee purchases the Property, prepaid rent will be
credited against the purchase price.
41. Right of First Refusal to Lease.
41.1 Lessor grants Lessee a right of first refusal ("ROFR") to
lease any other space in the Project pursuant to this Paragraph 41.
41.2 If, during the Term of this Lease, Lessor receives a bona
fide offer to lease any portion of the Project from a third party and intends to
accept the offer, or if Lessor decides to make an offer to lease any portion of
the Project, Lessor will give a written copy of the offer (either of which are
herein called a "Lease Offer") to Lessee either prior to acceptance of the offer
or after such acceptance (in which latter case, the lease shall be subject to
Lessee's rights hereunder). For purposes of this Paragraph 41, a non-binding
letter of intent shall be deemed a Lease Offer. Lessee will have the right to
match the offer received by Lessor or accept the offer made by Lessor by written
notice to Lessor given within eight (8) business days after Lessee's receipt of
the offer ("Acceptance Notice"). If Lessee matches or accepts the offer, as the
case may be, in writing, Lessee will be bound to lease such space strictly in
accordance with the terms of the offer.
41.3 The ROFR is a continuing right and, subject to the terms of this
Paragraph 41, shall apply to all Lease Offers made during the term of this
Lease, whether or not Lessee has failed to match or accept any previous Lease
Offer pursuant to this Paragraph 41. If, and only if, (i) Lessee notifies Lessor
in writing that Lessee does not elect to lease the applicable portion of the
Project upon Lessee's receipt of any Lease Offer, or (ii) Lessee does not timely
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deliver an Acceptance Notice to Lessor with respect to any Lease Offer, then
Lessor shall have no further obligation to lease the applicable portion of the
Project to Lessee pursuant to the applicable Lease Offer, and Lessor shall
thereafter have the right to lease the applicable portion of the Project to the
third party who initially made the Lease Offer or to whom Lessor initially made
the Lease Offer, or to any other person, substantially in accordance with the
terms of such Lease Offer. If Lessor does not sign a lease with such third party
or other party within one hundred eighty (180) days after the date of the
original Lease Offer, or if the terms of a Lease Offer are materially changed to
the advantage of such third party after it has been delivered to Lessee, then
Lessee will once again have the first right to lease the applicable portion of
the Project in accordance with the terms of this Paragraph 41 and Lessor will
once again be obligated to comply with the terms of this Paragraph 41 prior to
leasing the applicable portion of the Project to anyone other than Lessee.
41.4 Lessee shall have no ROFR if at the time Lessor gives Lessee
notice of the Lease Offer or if at the time set for the commencement date of
such new lease (i) a default exists under this Lease, or (ii) an event has
occurred that would be a default under this Lease after either notice or the
passage of time, or both, or (iii) Lessee has assigned all or part of this Lease
or has sublet all or part of the Property, whether with or without Lessor's
consent.
41.5 The ROFR is personal to Titan Motorcycle Co. of America, Inc. and
may not be assigned by it except to a Titan Affiliate in connection with an
assignment of this Lease or a sublease of all of the Premises for the entire
remaining Term (less any de minimum reversion to Titan Motorcycle Co. of
America), where such assignment or sublease transaction has been consented to by
Lessor pursuant to Paragraph 14 of the Lease. Except as expressly permitted
above, any attempted assignment of the ROFR will be void, will terminate the
ROFR and will constitute an incurable and material default of this Lease.
41.6 Except as set forth in Section 17.11 of the Lease, Lessee shall
not allow its ROFR to be placed of record. A violation of the preceding sentence
shall terminate the ROFR and will constitute an incurable and material default
under this Lease.
41.7 Time is strictly of the essence of each and every provision in
this Paragraph 41.
42. Covenant of Quiet Enjoyment. Lessor covenants that so long as Lessee
fulfills the conditions and covenants required of it to be performed under this
Lease, Lessee will have peaceful and quiet possession of the Premises during the
term hereof.
43. Brokers. Lessor and Lessee represent and warrant to each other that they
have not had any dealings with any real estate brokers, finders or agents in
connection with this Lease other than CB Commercial Real Estate Group, Inc. (Xxx
Xxxxxx and Xxxx Xxxxxx) (the "Broker"). Lessor and Lessee agree to indemnify,
defend (with counsel selected by the indemnified party and reasonably acceptable
to the indemnifying party) and hold the other party and the other parties'
nominees, successors and assigns harmless from any and all claims, costs,
commissions, fees, or damages by any person or firm whom the indemnifying party
authorized or employed, or acted by implication to authorize or employ, to act
for the indemnifying party in connection with this Lease.
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Notwithstanding the foregoing, Lessor covenants and agrees to pay all
commissions owed to the Broker.
LESSOR:
Holualoa Peoria Avenue Industrial, LLC,
An Arizona limited liability company
By: Holualoa Arizona, Inc.,
An Arizona corporation
Its: Manager
By: /s/
--------------------------------
Its: Authorized Agent
--------------------------------
LESSEE:
Titan Motorcycle Co. of America, Inc.,
A Nevada corporation
By: /s/
--------------------------------
Its: C.E.O.
--------------------------------
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EXHIBIT "B"
-----------
WORK LETTER AGREEMENT
---------------------
This Work Letter Agreement supplements the Standard Commercial
Industrial Triple Net Lease (the "Lease"), dated and executed concurrently
herewith, by and between Lessor and Lessee, covering certain premises described
in the Lease (the "Premises"). All terms not defined herein shall have the same
meaning as set forth in the Lease.
1. Construction of Leasehold Improvements.
------------------------------------------
1.1. Leasehold Improvements. Lessee shall furnish and install
within the Premises those items of general construction (including any
distribution to the Premises) of any utilities and heating, ventilating and air
conditioning service as is required to serve the Premises) shown on the plans
and specifications finally approved by Lessor and Lessee pursuant to Paragraph 2
below (the "Leasehold Improvements") in compliance with all applicable codes and
regulations. The Leasehold Improvements shall be constructed substantially in
accordance with the preliminary specifications and architectural renderings
described on Schedule 1 attached hereto (the "Preliminary Plans"). The Leasehold
Improvements shall be constructed pursuant to this Work Letter Agreement by
Lessee's general contractor, MD Construction, Inc. ("Lessee's Contractor") and
subcontractors. Lessee's Contractor shall not be changed without the prior
written consent of Lessor.
1.2. Construction Representatives. Lessor hereby appoints Xxxxx
Xxxxx as Lessor's representative ("Lessor's Representative") to act for Lessor
in all matters covered by this Exhibit "B." Lessee hereby appoints Xxxxx Xxxxx
as Lessee's representative ("Lessee's Representatives) to act for Lessee in all
matters covered by this Exhibit "B." All communications with respect to the
matters covered by this Exhibit "B" shall be made to Lessor's Representative or
Lessee's Representative, as the case may be. Either party may change its
representative under this Exhibit "B" at any time by written notice to the other
party.
2. Construction Plans for Premises.
-----------------------------------
2.1. Preparation of Space Plans. Lessee's Contractor shall prepare
preliminary space plans for the Premises. Lessee's Contractor shall also prepare
detailed space plans sufficient to convey the architectural design of the
Premises and layout of the Leasehold Improvements therein ("Space Plans"). The
Space Plans shall be submitted to Lessor for Lessor's reasonable approval. If
Lessor shall disapprove of any portion of the Space Plans, Lessor shall advise
Lessee in writing of such disapproval and the reasons therefor. Lessee shall
then submit to Lessor for Lessor's reasonable approval, a redesign of the Space
Plans, incorporating those revisions required by Lessor.
2.2. Preparation of Final Plans. Based on the approved Space
Plans, Lessee shall cause an architect selected by Lessee and reasonably
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approved by Lessor (the "Architect") to prepare complete architectural plans,
drawings and specifications and complete engineering, mechanical, structural and
electrical working drawings for all of the Leasehold Improvements for the
Premises (collectively, the "Final Plans") showing: (a) the subdivision
(including partitions and walls), layout, lighting, finish and decoration work
(including carpeting and other floor coverings) desired by Lessee for the
Premises; (b) all internal and external communications and utility facilities
which will require conduiting or other improvements from the shell of the
building of which the Premises are a part (the "Building) and/or within common
areas; and (c) all other specifications for the Leasehold Improvements. The
Final Plans shall be approved in the same manner as provided in Section 2.1
above for approval of Space Plans. Lessor need not approve Final Plans that
would require material alterations of the Building shell.
2.3. Requirements of Lessee's Final Plans. Lessee's Final Plans
shall include locations and complete dimensions and shall: (a) be compatible
with the Building shell and with the design, construction and equipment of the
Building; (b) be compatible with and of at least equal quality to the existing
improvements in the Building, and (c) comply with all applicable laws and
ordinances, and the rules and regulations of all governmental authorities having
jurisdiction, and all applicable insurance regulations.
2.4. Changes to Shell of Building. If the approved Final Plans or
any amendment thereof or supplement thereto shall require material alterations
of the Building shell (without implying any obligation on Lessor to approve of
the same), such alterations shall be performed by Lessee's Contractor as part of
the Leasehold Improvements and the cost of the Building shell work caused by
such alterations shall be charged against the Allowance.
2.5. Approvals. Lessee shall be solely responsible for obtaining
approval of the Final Plans by all governmental agencies having jurisdiction,
including all necessary permits and the temporary and permanent certificate of
occupancy (or other required, equivalent approval from the local governmental
authority permitting occupancy of the Premises). Lessor shall reasonably
cooperate with Lessee in obtaining such approvals.
3. Allowance for Leasehold Improvements.
----------------------------------------
3.1. Allowance. Lessee shall receive from Lessor an allowance (the
"Allowances) of up to, but not exceeding, $183,768.00, which Allowance shall be
used solely to contribute toward payment of the Work Cost (as defined below) of
the Leasehold Improvements. All items of Leasehold Improvements, whether or not
the cost thereof is covered by the Allowance, shall become the property of
Lessor upon expiration or earlier termination of the Lease and shall remain on
the Premises at all times during the Term of this Lease, except as otherwise
provided in Section 7.3 of the Lease.
3.2. Excess Work Costs. In the event that the actual Work Costs
exceed the Allowance, Lessee shall pay such excess and Lessor shall have no
responsibility therefor. If prior to or during the construction of the Leasehold
Improvements, Lessor reasonably estimates that the Work Cost will exceed the
Allowance by more than $50,000.00, Lessor may, at its option, require Lessee to
post a payment and performance bond or other surety satisfactory to Lessor for
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the estimated excess Work Cost. Such excess shall be paid in accordance with
Section 3.4 below. If the Allowance exceeds the Work Cost, Lessee shall not be
entitled to any payment, rent reduction or credit therefor.
3.3. Changes. In the event that changes to the Space Plans or
Final Plans are requested by Lessee or required by any governmental agency
subsequent to Lessor's approval thereof, such changes and the costs thereof
shall be forwarded to Lessor for approval (which approval shall not be
unreasonably withheld) prior to incorporation into the work. After Lessor's
approval of the changes and the costs thereof, the changes shall be incorporated
into the work by means of a change order.
3.4. Payment of Allowance. The Allowance shall be paid by Lessor
in accordance with this Section 3.4. Lessee or Lessee's Contractor shall provide
Lessor by the fifteenth (15th) day of each calendar month with an invoice
prepared by Lessee's Contractor (or Lessee's Architect with respect to design
costs) setting forth the Work Cost payable since the last such invoice. Such
invoice shall be accompanied by (i) a certificate from Lessee's Architect or
Lessee's Contractor certifying that the Work Cost set forth in such invoice is
accurate and that all Work Costs set forth in prior invoices have been paid,
(ii) copies of all invoices from subcontractors setting forth the Work Cost on
Lessee's Contractor's invoice, (iii) receipts from such subcontractors
acknowledging payment of the Work Cost set forth in prior invoices, and (iv)
copies of lien waivers, or conditional lien waivers, in both Lessor's and
Lessee's favor, from Lessee's Contractor and subcontractors (such waivers shall
be conditional with respect to the Work Cost set forth in the invoice which they
are accompanying and final with respect to the Work Cost on prior invoices).
Lessor's approval of all such invoices shall not be unreasonably withheld,
conditioned, or delayed. Lessor shall pay to Lessee's Contractor, or to Lessee's
Architect with respect to design costs, within ten (10) calendar days of receipt
of all of the foregoing, the Work Cost set forth on the invoice, less the amount
of the retention as described in Section 4.1 below, to the extent Lessor, in its
reasonable judgment, deems such Work Cost to be accurate. Upon exhaustion of the
Allowance it shall become Lessee's responsibility to pay the Work Cost as set
forth on such invoices, also within such ten (10) calendar day period, and
Lessee shall provide Lessor promptly upon Lessor's request with reasonable
evidence of such payment. Upon final completion of all work to be undertaken by
Lessee (including all punchlist items), which final completion shall be
certified by the Architect and which final completion shall occur not later than
one (1) year after the Lease Commencement Date, Lessee shall execute and deliver
to Lessor a written acknowledgment that the Leasehold Improvements are approved
by Lessee and a written certificate setting forth the amount and nature of all
costs and expenses billed to Lessee in connection with the design, permit
approval and construction of the Leasehold Improvements. Within ten (10) days
after Lessor's receipt of such certificate, accompanied by copies of all related
bills, invoices, receipts and final conditional lien waivers of all lien rights,
in recordable form, from Lessee's Contractor and all subcontractors, Lessor
shall pay to Lessee the remaining amount of such cost and expenses, including
the actual hold back provided in the construction contract, up to and including,
but not exceeding, the Allowance. Lessee shall receive no payment, rent
reduction or credit for any unused portion of the Allowance. Lessor shall not be
obligated to pay any portion of the Allowance for Work Cost incurred after the
date that is one (1) year after the Lease Commencement Date.
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4. Construction.
----------------
4.1. Construction Contract. Not less than ten (10) days prior to
commencement of construction of the Leasehold Improvements, Lessee shall enter
into a construction contract with Lessee's Contractor, which contract shall
provide for the retention of not less than ten percent (10%) of the monthly
progress payments, and shall otherwise be approved in writing by Lessor, which
approval shall not be unreasonably withheld or delayed. Lessee shall be solely
responsible for the performance of the work of the Leasehold Improvements to be
performed by Lessee's Contractor and any and all subcontractors, suppliers and
the like performing services for Lessee and/or Lessee's Contractor.
4.2. Construction Schedule. Prior to commencement of construction
of any Leasehold Improvements, Lessee shall furnish to Lessor's Construction
Representative for approval in writing a schedule setting forth projected
completion dates.
4.3. Prosecution of Leasehold Improvements. Following Lessor's
approval of the Final Plans, and Lessee and Lessee's Contractor's selection of
subcontractors (as approved by Lessor) and execution of the construction
contract pursuant to Section 4.1 above, Lessee shall direct Lessee's Contractor
and such subcontractors to immediately commence and diligently complete
construction of the Leasehold Improvements; provided, however, Lessee shall have
up to one year after the Lease Commencement Date to finally complete
construction of the Leasehold Improvements. All Leasehold Improvements work
shall be carried out in accordance with reasonable rules and regulations
promulgated by Lessor. Such work shall be performed diligently, in a
first-class, workmanlike manner and in accordance with all applicable laws.
Prior to commencing such work, Lessee shall furnish Lessor with sufficient
evidence that Lessee and Lessee's Contractor are carrying worker's compensation
insurance in statutorily-required amounts, comprehensive general liability
insurance and all other insurance in compliance with the Lease. Lessor shall
have the right to enter the Premises at all times to inspect the work and to
post notices of nonresponsibility. Lessee shall ensure lien-free completion of
the Premises, and Lessee shall comply with all provisions of the Lease regarding
liens, including Paragraph 15 thereof.
5. Work Cost. 'Work Cost" means: (a) all design and engineering fees
incurred in connection with the preparation of the Preliminary Plans, Space
Plans and Final Plans (including the cost of Lessor's consulting engineers and
other consultants); (b) costs of permits, fees and taxes; (c) testing and
inspecting costs; (d) the actual costs and charges for material and labor,
contractor's profit and contractor's general overhead incurred by Lessee in
having the Leasehold Improvements done; and (e) all other costs expended in the
construction of the Leasehold Improvements.
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LESSOR:
Holualoa Peoria Avenue Industrial, LLC,
An Arizona limited liability company
By: Holualoa Arizona, Inc.,
An Arizona corporation
Its: Manager
By: /s/
--------------------------------
Its: Authorized Agent
--------------------------------
LESSEE:
Titan Motorcycle Co. of America, Inc.,
A Nevada corporation
By: /s/
--------------------------------
Its: C.E.O.
--------------------------------
97
