10.97
FIRST AMENDMENT TO STANDARD INDUSTRIAL LEASE AGREEMENT
This First Amendment to Standard Industrial Lease Agreement (this "
Amendment" ) is made and entered into as of this 24th day of September, 2001, by
and between CIIF ASSOCIATES II LIMITED PARTNERSHIP , a Delaware limited
partnership ("Landlord"), and QUAKER FABRIC CORPORATION OF FALL RIVER, INC., a
Massachusetts corporation ( "Tenant" ) .
RECITALS
A. Landlord and Tenant entered into that certain Standard Industrial Lease
Agreement dated as of May 10, 1996 (the "Original Lease"), for certain premises
(the " Premises ") commonly known as 14331 and 14333 East Xxx Xxxxxx Road, City
of Industry, California (consisting of 17,286 rentable square feet) .The term "
Lease " shall hereinafter refer to the Original Lease, as amended by this
Amendment.
B. Landlord and Tenant desire to, among other things, extend the term of
the Original Lease, as amended hereby. All capitalized terms used herein but not
specifically defined in this Amendment shall have the meanings ascribed to such
terms in the Original Lease.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:
1. New Commencement Date. The "New Commencement Date" shall be October 1,
2001.
2. New Lease Term. The lease term shall be extended for a period of sixty
(60) months so as to expire on September 30, 2006 (the "Extended Expiration
Date"). The period from the New Commencement Date through and including the
Extended Expiration Date is hereafter referred to as the "New Lease Term."
3. Rent. Notwithstanding anything to the contrary contained in the
Original Lease, commencing on the New Commencement Date, monthly Base Rent for
the Premises shall initially equal Ten Thousand Three Hundred Seventy-One and
60/l00 Dollars ($10,371.60) (and shall be payable in accordance with all
provisions of the Original Lease, as amended hereby, and shall be payable in
addition to all other amounts due with respect to the Premises, including,
without limitation, those items set forth in Section 2.5 of the Original Lease),
subject to increase, as set forth below.
The Base Rent shall be adjusted as provided below on each of October 1,
2002. October 1, 2003, October 1 , 2004 and October 1 , 2005 ( the" Adjustment
Date( s)") .
The adjusted Base Rent as of each Adjustment Date shall be the Base Rent
effective on the day preceding that Adjustment Date, multiplied by a fraction,
the numerator of which is the CPI figure for the third calendar month preceding
the month during which the particular Adjustment Date occurs and the denominator
of which is the CPI figure for the month occurring three (3) calendar months
prior to the month in which the previous Adjustment Date, or if none, the
Commencement Date, occurred. As used in this paragraph, the "CPI" means the
Consumer Price Index for Urban Wage Earners and Clerical Workers, Los
Angeles/Riverside/Orange County, all items (1982-84 = 100), published by the
U.S. Department of Labor, Bureau of Labor Statistics, or if such index is no
longer published, the U.S. Department of Labor's most comprehensive official
index then in use that most nearly corresponds to the index named above. If it
is calculated from a base different from the base period 1982-84 = 100, figures
used for calculating the adjustment shall first be converted to the base period
used under a formula supplied by the Bureau. If the described index shall no
longer be published, another index generally recognized as authoritative shall
be substituted by Landlord.
Notwithstanding the foregoing, on each Adjustment Date, the Base Rent
shall be increased by no less than three percent (3% ) per year, and by no more
than five percent (5% ) per year, which increase shall be cumulative and
compounded annually,
4. "AS-IS" and "ALL FAULTS." Landlord and Tenant acknowledge that Tenant
has been occupying the Premises under the Original Lease and that Tenant is
thoroughly familiar with the condition of the Premises, and the Premises shall
continue to be leased " As Is", "With All Faults", "Without Any Representations
or Warranties", and Tenant hereby agrees and warrants that it has investigated
and inspected the condition of the Premises and the suitability of same for
Tenant's purposes, and Tenant does hereby waive and disclaim any objection to,
cause of action based upon, or claim that its obligations hereunder should be
reduced or limited because of the condition of the Premises or Project or the
suitability of same for Tenant's purposes. Notwithstanding the foregoing,
Landlord shall, using Project standard materials, guidelines, specifications and
procedures, re-paint the restrooms in the office portion of the warehouse in the
Premises and repair the water heater in the Premises, as Landlord deems
necessary (collectively, "Landlord's Work"), Landlord and Tenant acknowledge and
agree that: (i) Landlord's Work will be performed while Tenant is in occupancy
of the Premises, Tenant hereby permitting access to the Premises to accomplish
the same; (ii) Tenant shall not (and shall direct its agents to not) interfere
with Landlord while Landlord's Work is being performed; and (iii) Tenant will
not be entitled to any abatement of rent, however denominated) on account of the
performance of Landlord's Work while Tenant is in occupancy of the Premises,
Tenant hereby waiving any such rights. Tenant acknowledges that neither Landlord
nor any agent nor any employee of Landlord has made any representations or
warranty with respect to the Premises or Project or with respect to the
suitability of the same for the conduct of Tenant's business, and Tenant
expressly warrants and represents that Tenant has relied solely on its own
investigation and inspection of the Premises and Project in its decision to
enter into this Amendment and continue to let the Premises in an " As Is "
condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941
and 1942 of the Civil Code of California or any successor provision of law.
5. .Amendments. The following provisions of the Original Lease are hereby
deleted in their entirety and shall be of no further force and effect
whatsoever: (a) Section 1.4; and (b) Section 2.8.
6. Security Deposit. Tenant has previously deposited with Landlord Eight
Thousand and 00/l00 Dollars ($8,000.00) as a Security Deposit under the Original
Lease. Concurrently with Tenant's execution of this Amendment, Tenant shall
deposit with Landlord an additional Four Thousand One Hundred Twenty-Two and
26/l00 Dollars ($4,122.26), for a total Security Deposit required under the
Lease of Twelve Thousand One Hundred Twenty- Two and 26/100 Dollars
($12,122.26). Landlord shall continue to hold the Security Deposit, as increased
herein, in accordance with the terms and conditions of the Lease, including,
without limitation, Section 2.3 of the Original Lease.
7 . Option to Extend Term. Landlord hereby grants the Tenant named in this
Lease ("Original Tenant") one (1) option ("the Option") to extend the Lease Term
for a period of sixty (60) months (the "Option Term"), which Option shall be
exercisable only by written notice delivered by Tenant to Landlord as set forth
below. The rights contained in this Section shall be personal to the Original
Tenant and may only be exercised by the Original Tenant (and not any assignee,
sublessee or other transferee of the Original Tenant's interest in this Lease)
if the Original Tenant occupies the entire Premises as of the date of Tenant's
Acceptance (as defined below)
The rent payable by Tenant during the Option Term ("Option Rent") shall be
equal to the "Market Rent" (defined below), but in no event shall the Option
Rent by less than Tenant is paying under the Lease on the month immediately
preceding the Option Term for Base Rent, including all escalations, additional
rent and all other charges. "Market Rent" shall mean the applicable Base Rent,
including all escalations, additional rent and all other charges at which
tenants, as of the commencement of the Option Term, are leasing non-renewal,
non- sublease, non-equity space comparable in size, location and quality to the
Premises for a term comparable to the Option Term, which comparable space is
located in office buildings comparable to the Building in the general vicinity
of the Building (as reasonably determined by Landlord) , taking into
consideration the value of the existing improvements in the Premises to Tenant,
as compared to the value of the existing improvements in such comparable space,
with such value to be based upon the age, quality and layout of the improvements
and the extent to which the same could be utilized by Tenant with consideration
given to the fact that the improvements existing in the Premises are
specifically suitable to Tenant.
The Option shall be exercised by Tenant only in the following manner:
(i) Tenant shall not be in default, and shall not have been in default under the
Lease more than once, on the delivery date of the Interest Notice and Tenant's
Acceptance; (ii) Tenant shall deliver written notice ("Interest Notice") to
Landlord not more than twelve (12) months nor less than four (4) months prior to
the expiration of the New Lease Term, stating that Tenant is interested in
exercising the Option, (iii) within fifteen (15) business days of Landlord's
receipt of Tenant's written notice, Landlord shall deliver notice ("Option Rent
Notice") to Tenant setting forth the Option Rent; and (iv) if Tenant desires to
exercise such Option, Tenant shall provide Landlord written notice within ten (
10) business days after receipt of the Option Rent Notice ("Tenant's
Acceptance"). Tenant's failure to deliver the Interest Notice or Tenant's
Acceptance on or before the dates specified above shall be deemed to constitute
Tenant's election not to exercise the Option. If Tenant timely and properly
exercises its Option, the Lease Term shall be extended for the Option Term upon
all of the terms and conditions set forth in this Lease, except that the rent
for the Option Term shall be as indicated in the Option Rent Notice.
8. Brokers. Tenant represents that it has not dealt with any broker with
respect to this Amendment. If Tenant has dealt with any broker or person, Tenant
shall be solely responsible for the payment of any fees due said person or firm
and Tenant shall protect, indemnify, hold harmless and defend Landlord from any
liability in respect thereto
9. Authority. Tenant has full power and authority to enter into this
Amendment and the person signing on behalf of Tenant has been fully authorized
to do so by all necessary corporate or partnership action on the part of Tenant.
10. Lease in Full Force. Except for those provisions which are
inconsistent with this Amendment and those terms, covenants and conditions for
which performance has heretofore been completed, all other terms, covenants and
conditions of the Original Lease shall remain in full force and effect.
11. Estoppel. Tenant warrants, represents and certifies to Landlord that
as of the date of this Amendment, (a) Landlord is not in default under the
Lease, and (b) Tenant does not have any defenses or offsets to payment of rent
and performance of its obligations under the Lease as and when the same becomes
due.
12. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same agreement.
13. Original Lease in Full Force. Except for those provisions which are
inconsistent with this Amendment and those terms, covenants and conditions for
which performance has heretofore been completed, all other terms, covenants and
conditions of the Original Lease shall remain in full force and effect and
Tenant hereby ratifies the Original Lease, as amended hereby.
IN WITNESS WHEREOF, this Amendment is executed as of the date first
written above.
"LANDLORD"
CIIF ASSOCIATES II LIMITED PARTNERSHIP,
A Delaware limited partnership
By: AEW Advisors, Inc., a Massachusetts corporation
Its: General Partner
By:__________________________
Name:________________________
Its:_________________________
"TENANT"
QUAKER FABRIC CORPORATION,
OF FALL RIVER, INC.,
a Massachusetts corporation
By:____________________________
Name: _________________________
Its:___________________________
By: ___________________________
Name:__________________________
Its:___________________________
