SECOND AMENDMENT TO LEASE
I. PARTIES AND DATE
This Second Amendment to Lease (the "Second Amendment") dated February 12,
1998, is by and between THE IRVINE COMPANY, as successor-in-interest to Carroll
Ridge Park, a California general partnership ("Lessor"), and ELGAR ELECTRONICS
CORPORATION, a California Corporation ("Lessee").
II. RECITALS
On February 1, 1984, Lessor and Lessee entered into a lease for space in a
building located at 9250 Brown Deer Road, San Diego, California ("Premises"),
which lease was subsequently amended by a First Amendment to Lease dated
November 5, 1992 (as amended, the "Lease").
Lessor and Lessee each desire to modify the Lease as set forth in "III.
MODIFICATIONS" next below.
III. MODIFICATIONS
PAYMENT OF REAL PROPERTY TAXES. Effective as of January 1, 1998, Section
15.1 of the Lease entitled "Payment of Property Taxes" shall be deleted in its
entirety and the following shall be substituted in lieu thereof.
"15. 1. PAYMENT OF TAXES
(a) Lessee shall reimburse to Lessor, as additional rent, all
"Real Property Taxes" (as defined in Section 5.2 below) applicable to the
Premises during the Term of this Lease. Lessor shall give Lessee a written
estimate of the amount of Property Taxes for the current calendar year.
Lessee shall pay the estimated amounts to Lessor in two (2) installments,
in advance, on March I and August I of each calendar year. Within one
hundred twenty (120) days after the end of each calendar year, Lessor shall
furnish to Lessee a statement showing in reasonable detail the actual Real
Property Taxes incurred by Lessor during that period, and the parties
shall within thirty (30) days thereafter make any payment or allowance
necessary to adjust Lessee's estimated payments, if any, to Lessee's actual
owed amounts as shown by the annual statement. Any delay or failure by
Lessor in delivering any statement hereunder shall not constitute a waiver
of Lessor's right to require Lessee to pay Real Property Taxes pursuant
hereto. Any amount due Lessee shall be credited against installments next
coming due under this Section 15.1, and any deficiency shall be paid by
Lessee together with the next installment. Should Lessee fail to object in
writing to Lessor's determination of actual Real Property Taxes within
sixty (60) days following delivery of Lessor's expense statement, Lessor's
determination of actual Real Property Taxes for the applicable period
shall be conclusive and binding on the parties and any future
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claims to the contrary shall be barred.
(b) Even though the Lease has terminated and the Lessee has,
vacated the Premises, when the final determination is made of Real Property
Taxes for the year in which the Lease terminates, Lessee shall upon notice
pay the entire increase due over the estimated expenses paid. Conversely,
any overpayment made in the event expenses decrease shall be rebated by
Lessor to Lessee."
IV. GENERAL
A. EFFECT OF AMENDMENTS - The Lease shall remain in full force and effect
except to the extent that it is modified by this Amendment.
B. ENTIRE AGREEMENT - This Amendment embodies the entire understanding
between Lessor and Lessee with respect to the modifications set forth
in "III. MODIFICATIONS" above and can be changed only by a writing
signed by Lessor and Lessee.
C. COUNTERPARTS - If this Amendment is executed in counterparts, each is
hereby declared to be an original; all, however, shall constitute but
one and the same amendment. In any action or proceeding, any
photographic, photostatic, or other copy of this Amendment may be
introduced into evidence without foundation.
D. DEFINED TERMS - All words commencing with initial capital letters in
this Amendment and defined in the Lease shall have the same meaning in
this Amendment as in the Lease, unless they are otherwise defined in
this Amendment.
E. CORPORATE AND PARTNERSHIP AUTHORITY - If Lessee is a corporation or
partnership, or is comprised of either or both of them, each
individual executing this Amendment for the corporation or partnership
represents that he or she is duly authorized to execute and deliver
this Amendment on behalf of the corporation or partnership and that
this Amendment is binding upon the corporation or partnership in
accordance with its terms.
F. ATTORNEYS' FEES - The provisions of the Lease respecting payment of
attorneys' fees shall also apply to this Amendment.
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V. EXECUTION
Lessor and Lessee executed this Amendment on the date as set forth in "I.
PARTIES AND DATE." above.
LESSOR: LESSEE:
THE IRVINE COMPANY ELGAR ELECTRONICS CORPORATION,
a California Corporation
By:/s/Clarence W. Barker By: /s/Christopher W. Kelford
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Clarence W. Barker, President, Christopher W. Kelford, Chief
Irvine Industrial Company, a division Financial Officer
of The Irvine Company
By:/s/John C. Tsu By: /s/Kenneth R. Kilpatrick
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John C. Tsu, Assistant Secretary Kenneth R. Kilpatrick,
President
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