Exhibit 10.17
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AMENDMENT TO LEASE
This Amendment to Lease, dated for reference purposes only, October 3,
1996, between Golkar Enterprises, Ltd., Lessor and Motorcar Parts and
Accessories, Inc., Lessee, who agree as follows:
1. Recitals: This Amendment to Lease is made with reference to the
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following facts and objectives:
a. Lessor and Lessee entered into a written Lease (the "Lease")
dated September 19, 1995, whereby Lessor leased to Lessee an approximately
79,708 square foot portion of a larger building commonly known as 2931
California Street, Torrance, California 90503;
b. Lessee desires to expand the leased Premises to add
approximately 147,600 square feet commonly known as 2929 California Street (the
"additional space") and extend the term through March 31, 2002.
2. Additions to Leased Premises: Commencing December 1, 1996, Lessee
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shall take possession of an approximately 22,700 square foot portion of the
147,600 square feet of the additional space. Commencing April 1, 1997, Lessee
shall take possession of the balance of the space resulting in a total leased
Premises of approximately 227,368 square feet and parking as described in
Exhibit "A" - 325 spaces.
3. Term: The Term of the Lease is extended through March 31, 2002.
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4. Base Rent: Commencing December 1, 1996 monthly Base Rent will be
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the following:
79,708 square feet $21,000
22,700 square feet 6,015
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$27,015
Commencing April 1, 1997, and continuing through September 30, 1999, base rent
on the entire 227,368 square feet will be $60,252.00 per month. From October 1,
1999 through March 31, 2002, Base Rent shall be $64,771.00 per month.
5. Security Deposit: Lessee's present security deposit of $17,000.00
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shall be increased to $60,252.00, bearing interest at 7 1/4% per annum with
accrued interest earned on said deposit payable to Lessee on April 1, of each
year of the lease term or any extension thereof.
6. Condition of Additional Space: The additional space shall be
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delivered in broom clean condition with all systems in good working order as
described in Paragraph 2.2 of
the Lease. Lessor warrants that these systems remain in good working order for
six (6) months after April 1, 1997. In addition, the roof shall be in a
water-tight condition.
7. Non-Disturbance Agreement: Concurrently with the execution of this
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Amendment to Lease, Lessor will use its best efforts to obtain a Non-Disturbance
Agreement from Lessor's mortgage holder existing at that time or any future time
in which the Lease is in effect.
8. Tenant Improvements: Lessor, at Lessor's sole cost and expense will
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do the modifications described in Exhibit "B" commencing April 1, 1997. Lessor
and Lessee agree to cooperate in facilitating the completion of such
improvements inasmuch as Lessee will be in possession of the Premises during the
time the work is being performed.
9. Right to Sublease or Assign. Lessee shall have the right to
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sublease all or any portion of the Premises, or assign its rights under the
Lease, subject to Lessor's prior consent, which shall not be unreasonably
withheld. Lessee shall have the right to sublease all or any portion of the
Premises, or assign all of the Premises, to any parent, subsidiary and/or
affiliate.
10. Options to Extend Term. If this Lease has not been cancelled or
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terminated prior to March 31, 2002, and if the Lessee is at the time of exercise
and through March 31, 2002, in possession of the Premises and is not at the time
of exercise and through March 31, 2002 in default of any of terms, covenants or
conditions of this Lease, Lessee is hereby granted two (2) options to extend the
Term of this Lease for two (2) additional terms of five (5) years each from and
after March 31, 2002; provided that Lessee gives written notice to Lessor of the
exercise of each option of extension at least one hundred twenty (120) days
prior to the expiration of the preceding Term. The terms and conditions of the
Lease during the extended five (5) year option periods shall be the same as
herein contained, except that the monthly Base Rent shall be increased to
ninety-five percent (95%) of the then prevailing fair rental value as of the
commencement date of each option period, which shall be mutually agreed upon by
Lessor and Lessee, if possible. However, no reevaluation shall result in a
rental rate less than that established for the prior rental period. In the event
that Lessor and Lessee cannot mutually agree upon the then prevailing fair
rental value of the Premises, the determination of the fair rental value as of
the commencement date of each option period shall be based upon an appraisal by
an S.I.R. broker or an M.A.I. appraiser acceptable to both Lessor and Lessee to
the Los Angeles Chapter of the American Arbitration Association. All costs and
fees of said broker or of the American Arbitration Association shall be borne
equally by Lessor and Lessee. The fair rental value shall be increased during
the second thirty (30) months of each five (5) year extended term, the amount of
such increases to be agreed upon at the time the fair rental value is
established.
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Except as expressly set forth herein, all other terms and conditions of
the Lease shall remain unaffected by this Amendment, and are hereby ratified and
affirmed.
GOLKAR ENTERPRISES, LTD. MOTORCAR PARTS & ACCESSORIES, INC.
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BY: DAVID V. KARNEY
GENERAL PARTNER
DATED: _________________________ DATED: ___________________________
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[Exhibit A is a floor plan of the leased premises and adjacent parking area.]
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Exhibit B
1. Upgrade power to meet Lessee's requirements not to exceed 3,000
AMPS, 277/480 volt 3 phase power, exact amount of power and location to be
agreed upon by Lessor and Lessee.
2. Complete installation of 400 watt metal halide light fixtures in
balance of 2929 California Street and replace existing lighting at 2931
California Street with 400 watt metal halide lighting fixtures; both lighting
grids to be the same as those existing at 2929 California Street.
3. Construct additional restrooms to accommodate requirements for a
total of 400 employees for the entire Premises, the location to be mutually
agreed upon by the Lessor and Lessee per the approximate location indicated on
the attached plan.
4. Remove excess offices (both levels) in easterly side of 2929
California Street (see plan) and modify sprinklers and lighting to match
existing high bay warehouse.
5. Paint and recarpet remaining office areas at 2929 California Street
after removing demountable partitions as shown on plan.
6. Remove most of lab area in northeast side as agreed upon by Lessor
and Lessee.
7. Add six (6) dock levelers at locations to be specified by Lessee.
8. Reopen three (3) existing openings between 2929 and 2931 California
Street.
9. Patch and repaint existing east-west partition separating high bay
space.
10. Install fire sprinkler earthquake bracing in areas not already in
compliance.
[Exhibit B includes a floor plan depicting the planned tenant improvements.]
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[LETTERHEAD OF MOTORCAR PARTS & ACCESSORIES, INC.]
November 14, 1996
David V. Karney
12011 San Vicente Blvd., Suite 600
Los Angeles, California 90049
Re: 2929-31 California Street
2727 Maricopa Street
Dear David:
At long last, attached please find four (4) executed Lease Addendums for the
above-referenced property for your review and execution. We appreciate your
patience while we have been finalizing various issues concerning our occupancy.
Based upon our recent walk-through of the property with Al Drake and further
evaluation of our requirements, we would like to request that the following
clarifications to Exhibit B be incorporated herein into the agreement for
2929-31 California Street.
1. Restrooms
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Paragraph 3 is hereby amended to reflect the parties agreement that the
additional restrooms to be added shall be based upon a mutually
agreeable plan to be prepared by Lessor to accommodate code
requirements for a total of 400 employees, said plan to include
expanding the existing warehouse restrooms located near the southerly
loading doors and expanding the existing office restrooms in 2929
California, in addition to new restrooms to be located in the warehouse
area per the approximate location on the attached plan.
2. Office Area
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Since we do not yet have a final layout for our use of the office area
in 2929 California Street, it is understood that Paragraph 4 of Exhibit
B is hereby amended to reflect the parties agreement that Lessor and
Lessee shall mutually agree to a final space plan for the office area
that will provide for the removal of most of the demountable partitions
in the office area and the addition of a lunchroom with sink and
cabinets in a mutually agreeable location next to the existing
restrooms. In addition, Lessee shall have the right to select paint and
carpet specifications, and Lessee shall be responsible for the cost of
any upgrade to paint and carpet above Lessor's building standard.
Letter to Mr. David V. Karney
November 14, 1996
Page Two
3. Electrical Upgrade
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We have reviewed the proposed location for the new electrical service,
as indicated on the attached plan (Exhibit B), and the parties agree
that it shall be Lessor's responsibility for the cost of the electrical
installation.
We are appreciative of your patience and cooperation in concluding this
transaction and we look forward to many years of future success in the
properties. Please do not hesitate to contact me should you have any questions.
Best regards,
Richard Marks
President and Chief Operating Officer
Agreed to and accepted:
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David V. Karney
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