EXHIBIT 10.55
FIRST AMENDMENT TO LEASE
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I. PARTIES AND DATE.
This First Amendment to Lease (the "First Amendment") dated July 2, 1996,
is by and between THE IRVINE COMPANY, a Michigan corporation ("Landlord"), and
PAN AMERICAN BANK, FSB, a Delaware corporation ("Tenant").
II. RECITALS.
On January 18, 1996, Landlord and Tenant entered into an office space lease
("Lease") for space in a building located at 00000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxxxx.
Landlord and Tenant each desire to modify the Lease to change the location
of the Premises to space located at 00000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxxxx comprising approximately 5,546 rentable square feet ("Suite 165"),
extend the Lease Term, adjust the Basic Rent, and make such other modifications
as are set forth in "III. MODIFICATIONS" next below. For purposes of this First
Amendment, Suite 160 located at 00000 Xxxxxxx Xxxxxx shall be referred to as the
"Original Premises."
III MODIFICATIONS.
A. Premises. Effective as of the Commencement Date for Suite 165, all
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references to the "Premises" under the Lease shall be amended to refer to Suite
165 as described in this First Amendment.
B. Basic Lease Provisions. The Basic Lease Provisions are hereby amended
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as follows:
1. Effective as of the Commencement Date for Suite 165, Item 2 shall
be deleted in its entirety and the following shall be substituted in
lieu therefor:
"2. Premises: Suite No. 165 (the Premises are more particularly
described in Section 2.1).
Address of Building: 00000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
Project Description: Skypark"
2. Item 4 is hereby amended by adding the following:
"Estimated Commencement Date for Suite 165: August 1, 1996"
3. Item 5 is hereby deleted in its entirety and the following shall be
substituted in lieu thereof:
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"5. Lease Term: The Term of this Lease shall expire sixty (60)
months following the Commencement Date for Suite 165."
4. Effective as of the Commencement Date for Suite 165, Item 6 shall
be deleted in its entirety and the following shall be substituted in lieu
thereof:
"6. Basic Rent: Six Thousand Three Hundred Seventy-Eight
Dollars ($6,378.00) per month.
Rental Adjustment: None."
5. Effective as of the Commencement Date for Suite 165, Item 7 shall
be deleted in its entirety and the following shall be substituted in lieu
thereof:
"7. Property Tax Base: The Property Taxes per rentable square
foot actually incurred by Landlord during its fiscal year ending
June 30, 1997.
Building Cost Base: The Building Costs per rentable square foot
actually incurred by Landlord during its fiscal year ending June
30, 1997."
6. Effective as of the Commencement Date for Suite 165, Item 8 shall
be deleted in its entirety and the following shall be substituted in lieu
thereof:
"8. Floor Area of Premises: approximately 5,546 rentable square
feet."
7. Item 9 is hereby deleted in its entirety and the following shall be
substituted in lieu thereof:
"9. Security Deposit: $7,015.00."
8. Effective as of the Commencement Date for suite 165, Item 12 shall
be amended by deleting Tenant's Notice Address therefrom and substituting
the following in lieu thereof:
"United Auto Credit Corporation
00000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000"
C. Operating Expenses. Notwithstanding any contrary provision in the
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Lease, Landlord hereby agrees that Tenant shall not be obligated to reimburse
Landlord for
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Operating Expenses accruing during the initial twelve (12) months following the
Commencement Date for Suite 165.
D. Security Deposit. Concurrently with Tenant's delivery of this First
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Amendment, Tenant shall deliver the sum of Three Thousand Five Hundred Fifteen
Dollars ($3,515.00) to Landlord, which sum shall be added to the Security
Deposit presently being held by Landlord in accordance with Section 4.3 of the
Lease.
E. Exterior Signage. Tenant shall have the right to install "eyebrow"
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signage on the exterior of the Building facing Skypark Circle, together with a
small monument sign at the location depicted on Exhibit Y hereto, both of which
signs shall consist only of the name "United Auto Credit Corporation." The
type, specifications, location and design of such signage shall be subject to
the prior written approval of Landlord and the City of Irvine and shall be
subject to the Skypark Sign Criteria. Fabrication, installation, insurance, and
maintenance of such signage shall be at Tenant's sole cost and expense. Except
for the foregoing, no sign, advertisement or notice visible from the exterior of
the Premises shall be inscribed, painted or affixed by Tenant on any part of the
Premises without the prior consent of Landlord. Tenant's signage right shall
belong solely to Pan American Bank, FSB, a Delaware corporation and may not be
transferred or assigned without Landlord's prior written consent, which may be
withheld by Landlord in Landlord's sole discretion. In the event Tenant,
exclusive of any subtenant(s), fails to occupy the entire Premises, then Tenant
shall, within thirty (30) days following notice from Landlord, remove the
exterior signage at Tenant's expense, and Tenant shall in any event remove such
signage promptly following the expiration or earlier termination of the Lease.
In addition, should the existence of Tenant's monument sign interfere with
Landlord's ability to obtain Permission from applicable governmental authorities
to install other monument signs for the Project, then Tenant shall promptly
remove its monument sign following notice thereof from Landlord. Any such
removal shall be at Tenant's sole expense, and Tenant shall bear the cost of any
resulting repairs to the Building or Project that are reasonable necessary due
to the removal.
F. Floor Plan of Premises. Effective as of the Commencement Date for
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Suite 165, Exhibit A attached to the Lease is deleted and is substituted by the
Revised Exhibit A attached to this First Amendment.
G. Parking. Notwithstanding any contrary provision in Exhibit C to the
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Lease, "Parking," Landlord hereby agrees that provided Tenant is not in default
under the Lease, the monthly stall charge for the unreserved parking spaces
allotted therein to Tenant's employees shall he waived during the initial sixty
(60) months following the Commencement Date for Suite 165.
H. Tenant Improvements. Landlord shall complete the tenant improvement
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work for Suite 165 as set forth in Exhibit X, Work Letter, attached hereto.
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I. Termination of-the-Original Premises. Landlord and Tenant agree that
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the rights and obligations of the parties under the Lease with respect to the
Original Premises shall terminate in their entirety, effective as of midnight on
the day preceding the Commencement Date for Suite 165, provided that such
termination shall not relieve Tenant of (a) any accrued obligation or liability
under the Lease with respect to the Original Premises as of said termination
date, or (b) any obligation under the Lease with respect to the original
Premises which was reasonably intended to survive the expiration or termination
thereof. Tenant understands and agrees that it shall completely vacate the
Original Premises by midnight on the day preceding the Commencement Date for
Suite 165 and shall remove all property therefrom in accordance with the
provisions of Section 15.3 of the Lease.
J. Contingency. Tenant understands and agrees that the effectiveness of
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this First Amendment is contingent upon the mutual execution and deliver of a
lease surrender and termination agreement between Landlord and Xxxxxxxx Xxxxxx,
an individual, the current tenant in possession of Suite 165.
K. Subtenancy. Landlord acknowledges that all or a portion of the
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Premises shall be subleased by Tenant to its subsidiary, United Auto Credit
Corporation.
L. Right to Extend. Provided that Tenant is not in default under any
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provision of the Lease, either at the time of exercise of the extension right
granted herein or at the time of the commencement of such extension, and
provided further that Tenant has not assigned its interest in the Lease, Tenant
may extend the Term of the Lease for one (1) period of sixty (60) months.
Tenant shall exercise its right to extend the Term by and only by (i) delivering
to Landlord, not less than one hundred eighty (180) days or more than two
hundred forty (240) days prior to the expiration date of the Term, Tenant's
written notice of its commitment to extend (the "Commitment Notice") and (ii)
returning to Landlord, within fifteen (15) days after receipt, an executed
amendment to this Lease (to be prepared by Landlord upon receipt of the
Commitment Notice) setting forth the Basic Rent and other charges payable during
the extension term. The Basic Rent payable under the Lease during any extension
of the Term shall be at the rate Landlord is then receiving for recent leases of
comparable and similarly improved space within the Project on the date of the
Commitment Notice, as reasonably determined by Landlord. In no event shall the
Basic Rent payable at the commencement of any extension period be less than the
Basic Rent payable during the month immediately preceding the commencement of
such extension period. If Tenant fails to timely comply with any of the
provisions of this paragraph, Tenant's right to extend the Term shall be
extinguished and the Lease shall automatically terminate as of the expiration
date of the Term, without any extension and without any liability to Landlord.
Any attempt to assign or transfer any right or interest created by this
paragraph shall be void from its inception. Tenant shall have no other right to
extend the Term beyond the single sixty (60) month extension created by this
paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any
extension of the Term, whether created by an amendment to the Lease or by a
holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and
not in addition to, any duly exercised extension period permitted by this
paragraph.
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IV. GENERAL.
A. Effect of Amendments. The Lease shall remain in full force and effect
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except to the extent that it is modified by this Amendment.
B. Entire Agreement. This Amendment embodies the entire understanding
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between Landlord and Tenant with respect to the modifications set forth in "III.
MODIFICATIONS" above and can be changed only by a writing signed by Landlord and
Tenant.
C. Counterparts. If this Amendment is executed in counterparts, each is
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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
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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 Tenant is a corporation or
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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
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attorneys' fees shall also apply to this Amendment.
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V. EXECUTION.
Landlord and Tenant executed this Amendment on the date as set forth
in "I. PARTIES AND DATE." above.
LANDLORD: TENANT:
THE IRVINE COMPANY, PAN AMERICAN BANK, FSB
a Michigan corporation a Delaware corporation
By /s/ XXXXXXX X. XXXXXXX By /s/ XXXXXXXX X. GRILL
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Xxxxxxx X. Xxxxxxx, Vice President
and General Manager, Irvine Office Title President
Company, a division of The Irvine --------------------------------
Company
By /s/ XXXX X. XXX By /s/ XXXXXX X. XXXXX
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Xxxx X. Xxx,
Assistant Secretary Title Assistant Secretary
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EXHIBIT X
WORK LETTER/BUILD TO SUIT
Landlord hereby agrees to complete the tenant improvement work for Suite
165 as shown in the space plan (the "Plan") prepared by Xxxxxxx & Associates,
dated April 26, 1996, with revisions dated May 10, 1996. Landlord's total
contribution for the tenant improvements, inclusive of space planning costs and
Landlord's construction management fee, shall not exceed Seventy-Four Thousand
Three Hundred Forty-Two Dollars (($74,342.00) ("Landlord's Contribution"), and
any additional cost shall be borne solely by Tenant and reimbursed to Landlord
upon demand.
Notwithstanding the foregoing; in the event that the total cost of the
improvement work exceeds the Landlord's Contribution, then Landlord shall fund
the excess up to a total of Twenty-Five Thousand Six Hundred Thirty-Five Dollars
($25,635.00) (the "Advance"). The Advance shall be deemed a loan to Tenant and
shall bear interest at the rate of ten percent (10%) per annum. The Advance
shall be repaid by Tenant as additional rent in equal fully amortized monthly
installments during the sixty (60) month period following the Commencement Date
for Suite 165. The first installment shall be due on the Commencement Date for
Suite 165 with subsequent installments due on the first day of each month
thereafter. If requested by Landlord, the amount of such installments shall be
memorialized on a form provided by Landlord. Should this Lease terminate prior
to the date the Advance is repaid in full, all unpaid principal and interest
shall be immediately due and payable.
At Tenant's request, Landlord shall submit the tenant improvement work to a
competitive bidding process involving three (3) general contractors selected by
Landlord, one of which shall be Xxxxxxxxx/Xxxxx. Unless otherwise specified in
the Plan or hereafter agreed in writing by Landlord, all materials and finishes
utilized in constructing the tenant improvements shall be Landlord's building
standard. Should Landlord submit any additional plans, equipment specification
sheets, or other matters to Tenant for approval or completion, Tenant shall
respond in writing, as appropriate, within five (5) working days unless a
shorter period is provided herein. Tenant shall not unreasonably withhold its
approval of any matter, and any disapproval shall be limited to items not
previously approved by Tenant in the Plan or otherwise.
In the event that Tenant requests in writing a revision in the Plan or in
any other plans hereafter approved by Tenant, then provided such change request
is acceptable to Landlord, Landlord shall advise Tenant by written change order
of any additional cost and/or Tenant Delay (as defined below) such change would
cause. Tenant shall approve or disapprove such change order in writing within
two (2) days following its receipt. Tenant's approval of a charge order shall
not be effective unless accompanied by payment in full of the additional cost of
the tenant improvement work resulting from the change order. It is understood
that Landlord shall have no obligation to interrupt or modify the tenant
improvement work pending Tenant's approval of a change order.
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Notwithstanding any provision in the First Amendment of this Work Letter to
the contrary, if Tenant fails to comply with any of the time periods specified
in this Work Letter, requests any changes to the work, furnishes inaccurate or
erroneous specifications or other information, or otherwise delays in any manner
the completion of the tenant improvements or the issuance of an occupancy
certificate (any of the foregoing being referred to in this Work Letter as a
"Tenant Delay"), then Tenant shall bear any resulting additional construction
cost or other expenses and the Commencement Date for Suite 165 shall be deemed
to have occurred for all purposes, including Tenant's obligation to pay rent, as
of the date Landlord reasonably determines that it would have been able to
deliver Suite 165 to Tenant but for the collective Tenant Delays. In no event,
however, shall such date be earlier than the Estimated Commencement Date for
Suite 165 as set forth in the First Amendment.
Landlord shall permit Tenant and its agents to enter Suite 165 prior to the
Commencement Date for Suite 165 in order that Tenant may perform any work to be
performed by Tenant hereunder through its own contractors, subject to Landlord's
prior written approval, and in a manner and upon terms and conditions and at
times satisfactory to Landlord's representative. The foregoing license to enter
Suite 165 prior to the Commencement Date for Suite 165 is, however, conditioned
upon Tenant's contractors and their subcontractors and employees working in
harmony and not interfering with the work being performed by Landlord. If at
any time that entry shall cause disharmony or interfere with the work being
performed by Landlord, this license may be withdrawn by Landlord upon twenty-
four (24) hours written notice to Tenant. That license is further conditioned
upon the compliance by Tenant's contractors with all requirements imposed by
Landlord on third party contractors, including without limitation the
maintenance by Tenant and its contractors and subcontractors of workers'
compensation and public liability and property damage insurance in amounts and
with companies and on forms satisfactory to Landlord, with certificates of such
insurance being furnished to Landlord prior to proceeding with any such entry.
The entry shall be deemed to be under all of the Provisions of the Lease except
as to the covenants to pay rent. Landlord shall not be liable in any way for
any injury, loss or damage which may occur to any such work being performed by
Tenant, the same being solely at Tenant's risk. In no event shall the failure
of Tenant's contractors to complete any work in Suite 165 extend the
Commencement Date for Suite 165 beyond the date that Landlord has completed its
tenant improvement work and tendered Suite 165 to Tenant.
Tenant hereby designates Ray Thousand, Telephone No. (000) 000-0000, as its
representative, agent and attorney-in-fact for the purpose of receiving notices,
approving submittals and issuing requests for changes, and Landlord shall be
entitled to rely upon authorizations and directives of such person(s) as if
given by Tenant. Tenant may amend the designation or its construction
representative(s) at any time upon delivery of written notice to Landlord.
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