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AUTOZONE - LEASE
Timeline of Premises located at 1101 S. Bristol, Santa Ana, CA September 7, 1990—Original Lease Agreement - Executed between Jerome B. Esterkin ("Landord") and Chief Autoparts Inc. ("Tenant") - 15-Year Term - Monthly Rent Schedule: • Years 1-5 $5,950 • Years 6-10 $7,140 • Years 11-15 $8,568 • 1"Option $10,281.60 • 2"d Option $12,337.92 - Percentage Rent: o 3%of gross retail sales less total rent paid during year, property taxes, and casualty and liability insurance paid by tenant. 1994—Property Acquired by City of Santa Ana October 22, 2009—First Amendment to Lease Agreement - Updated lease agreement to establish City of Santa Ana as"Landlord" and Autozone West Inc. (formerly Chief Autoparts Inc.) as "Tenant" - Extended Term of the Lease for 5 years to expire on September 30, 2015 - Established minimum monthly rent at$10,281 through remainder of lease March 2015—Second Amendment to Lease Agreement - Seeks to extend Term of the Lease for 5 years to expire on September 30, 2020 - Seeks to establish minimum monthly rent of$11,000 • r�l„J!a-�!,}"1�'=LJ, 1.1 i• 15 FF - 'HIEF i_M PrJ II3 1`..19SO?4676 P. S� .fir ` LEASE=AGREEMENT 7, PARTS_ This Lease Agreement is between AS�TPNFF referMd to as LANDL©RE)and CHIEF AEU 4 PARTS INC,, a Delaware corporation, referro-d to U TENANT. 2. PREMISES. LANDLORD ;eases to TENANT the premises (the "Premises') described in the attached Exhibit A (the 'Legal DescripVon•) and Exhibit a (the 'Site Mn ), together witch the b0cling(the "Svilding")and other improvements(the'lrnprovements")referred to in Exhibit C(xhe "Construction Agreement*). LANDLORD further grants to TENANT the right to use any pariong areas,driveways,5idevYaiks,roads,alleys and means of ingresa and egress servicing the premises. (lf Exhibit 8 conflicts with the revised site plan as hereinafter provided, the revised situ plan shall control). The premises are located on the SEC Bristol and McFadden, Santa Ana, California and consisting of approximately 3,744 of building space and approximately 24,650 square feet of land as outlined in red on Exhibit "B” attached hereto, 3. TERM. Unless sooner terminated or extended: as herein provided, the term of this Lease shall I NIT. be for Fifteen L 15 )years and - S -- )months(thy, -Term")p The Terry 1,C1 shall commence on the first, day of the first calendar month following the eaAi LANDLORD and'TENANT each agree that upon the others written request they wiii exeduto and deflw on aoceptance 1Mr acknowledging the actual date of the Term and expiration date of this Lease. *closing of the escrow LANDLORD grants to TENANT I two ( -Z-)sucoessive options to extend the Terry: upon the same terms, COvenarns and wdition$.'of this Lease, for any period of time not exceeding five ( 5 -)Mrs for each option(the "Extended Term")at the festal shown in Ar't;der 4, LANDLORD shall give written notice to TENANT of the expiration date of the Terra or then Current extension of the Extended Term 1 (`-) days prior to " expiration to allow TENANT to exercise one or morn renewall option. LANDLOM10 failure to give written notice shall extend TENANT's time to exercise its option(s) for xhe period by which LANDLORD was dilatory in giving notice. If MANT elects to exerese one or more options, TENANT shall notify LANDLORD, lay written notice:, at least 180 (;,; ) days prior to expiration, 4. RENT. (A?. TENANT agrees io pay LANDLORD or his designee a minimum rental for each and every month during the Term and the.Exter4od'form of this Lease such monthly rental to be paid in advance on or before the fifth (5th) day of each month (unless such rental shall be abated or diminished as thereinafter provided). Should rent commence on a day other than the first day of a calendar montrr, rent shall be apportioned for that month only. Rent may be paid by check and sent by ordinary first class mail to LANDLORD at the address set forth in Article 32. SENT SCHEDULE: RENTAL P ONT APPLICABLE YEARS_ (For Term and-Extended Terms) -MAW 1� 4_10,281.60 lsdsption $12,337.92 2nd Option INIT. NFS2 C1-: _c PPurl r EE" -ERF I TOS ._A TI: 1 a 15�G7-tom F.04 (B). PERCENTAGE RETIT_ Not later than ninety (90) days after each calendar year,TENANT shall furnish LANDL.CRD a statement showing the gross retail sales,as defined herein,made in the more on the Premises during such calendar year. At the time the statement is furnished. TENAluT agrees to pay ry LANDLORD, as addirionai rent, an amount of money equal to Tbrpg3 ,per cerit (^ �y,}qf such sales, less the total rent paid during such ye2r and less the amount paid by T>_NANT for real property taxes and for casualty and liability insurance on the Premises during such year. Gross retail sales shall be defined as all retail sales or rentals less: (i) refunds mr4de ttr customers; (2) sales, excise and gross receipts tars; (3) proceeds from the sale or rental of items or provision of services for which TENANT receives only a fee or oommission; (4)charges for labor or Similar services rendered on the Premises; (5) intracompany transfers of merohandise by TENANT. All such rent may be paid by obeck and sent to LANDLORD at the a4dress in Article 32 by ordinary first class MR. S. the ftilding and the Improvements In accordancCe with Exhibits B and C. RD acknowledges receipt of TENANT'S Standard plans and standard specifications. rtles agree prompllY to obtain an ar0hitect's plot plan and, if revision of TENANT` ra;rd plans an �I-�. p�ttications is necessary, to obtain revised plans and specifica " , the plot Marti and an revision of the p18ns and specifications to be the I ANDLORD' ponsibllity, but to be approtire by Ti~NANT arrd the cost thereof to be paid by RD. TENANT'S approval shall b evidenced by tree signature of T'ENANT'S putho • representative on the plot plan and on the to sheet of 3 sets Of plat'$ and +cations. LANDLORD agrees on or before ,79 c®r4truct tl"+a Euilding and the Imprwnments in strict accotdanoe with -the pi sAeci(ications as approved by TENANT. TENANT may enforce speC�o psrfomaa NDLQR❑'3 Coi7sttuCtiOra agreement or may pursue gray rather available INIT. legal or eRui remedy. if LANDLORD for any reason shall fail to construct the suildhig and lrrtpry Before ore �,_ ,1 S_ TENANT shall have the option to Terminate G , TENANT accepts the premis at the close of escrow is "as is" condition. 5. USE, The Premisw may be used for the fetal} sale or rental of merchandise and services } � . customarily sold or rented from time to time at any sutras operated or frarmhis�d by TENANT or at outer euto parts and.aupply stores,inc4uding but not limited to auto pans,;uppiles,accessories, ��(1 motor fuels and petroleum products or other autatrlottve•relatad products or services. TENANT i s not to install any underground tanks for oil , gasoline or fuel products. 7, ASSIGNMENT OR SUBLEASE. TENANT shall have the right to assign, sublet, mortgage or voliateraity assign this Lease or the whole or any part of the Premises, provided that any assignment or sublease or mortgage or collateral Assignment shalt be subject to all of the Terms, covenants and conditions of this Leaso, and that TENANT shalt remain liable for the performance of the terms, covenants and conditions of this Lease for the remainder of the primary term. OCcupanoy of the Pr Mlsas by TENANT'S parent,subsidiary or division,franchisee or licensees,or a merger or consolidation of TENANT with another corporation shali not constitute an assignment at sublease. LANDLOSD shall not require oonsent to and there shall be no prohibition against any arrangements between TENANT and its lender(s), including any assignment,collateral assignment, mortgage or other arrangements to secure repayment to tine lender(s) by TENANT. LANDLORD here _ consents to the TENANT'S sign Lease Agreement with Patrick Media that is ill effect 8. UTILITIES. TENANT agrees timely to pay directly to all utility cvmpanies or LANDLORD (as v agreed) all cfaarges for gas, eiectncity, telephone, sewer, water and any other utilities used by TENANT on the Premises,provided that TENANT regularly receives proper notice and evidence of all charges. 9. TAXES. TENANT agrees to pay 011 taxQ$ levied upon its personal property, including trade fixtures and inventory, located on the Premises. TENANT shali reimburse LANDLOSO for all-taxes ���-�• and assessments leviod against the Premises during the Term and the Extended Term within thirty (30) days after presentation To TENANT by LANDLORDS of receipted tax statements from the � Ni;fi7 1 r L!la- 0 i�1k"Q? �7' P,015 C` FF • [zxing juri.sd;,c�tion(a) in whi0h the Prerises are 1003ttd,but not befOre tract ove date. TENANT shaft pay only the lowest discounted amount and wile not be regvired to pay any penalty, interest or cost resulting from LANDLORD'S failure to pay such tars and/or the delinquent payment of such taxes by LANDLORD. LANDLORD agrees that TENANT will not bs liable for and LANDLORD will forfeit all rights to recover such taxes and assessments if premtatlon of rece4ned tax statements is not made to TENANT within six (B)months after the state of delinquency. If the TENANT Is We to obtain sep&rate and direct balling for the subject Premises, TENANT agrees TO pay taxes and a-kWUrnattts directly to twdrig authorities on a timely bad. LANDLORD may dreot the taxing jurisdtCtion(s) to send statement(s) d;recnty to TENANT, LANDLORD shall notify TENANT when it has to directed such taxing jurisdtction(s). LANDLORD further agrees that TENANT. in the dame of LANDLORD but at TENANM sole expetw, may protest any taxes before any taxing jurisdiction or board or maintain any necessary legal action in refemee to the taxes or for the r000very of any tax" pald. LANDLORD agrees to provide TENANT with Copies of all notices concerning the tax=tus of-the Premises and to Cooperate in INIT, any reasonable nx protest. 14. MA[CtifMNANCE. TIC agrees at TENANT'S I e xpeslSe to rraintairt in good repair t172 foundation, ra�taWng walls arld structural soundness of the Euilding, TENANT agrees to keep the interior and o Briar of the landing in good repair, including tha reef, plumbing, electrical wiring, air conditioning and heating equipment, 10 maintain the surface of the parkhg, driveway areas, and the tandrsping on the I$2rnim and to be msponsilaie for ON glass (casualty damage and reasortable wear and tear excepted). LANDLORD will assign all available warranties to the TENANT and will cooperate with TENANT in enfv*g such warrantles. >tructura wi y�ca SM a�$r w rt ► r so ' c f a AI.TERAiiONS AND ADDI7c?f►tS. TENANT rte lmptovements at AW time looted on the Premises as TENANT may de*e, provided such INIT. alterations or additions will be made in a goad workn*mnlike manner without cost to LANDLORD, and shall be free and clear of mechanics'and materlalmon's liens. TENANT has the Spec ft right to make the Premists ready for the intended use watt= further approval or consent by LANDLORD. See Exhibit C. 12. 'TRADE AND OTHER FIXTURES. Subject to the approval of LANDLORD and appllcable goveming authorities, TENANT may install at its expense such equipment and trade and other fixtures as are reasonably neceaaary for the opetmtion of i*busitaesa(the "Fixtures'). The Fixtures may include without Urnhatim TENANT'S typical fixtures and trade fixtures, a satellite dish anal/or outer r,smrrWNCations equipment and TENANTIS typical signs, bann�ers and outer advercls n displays, including TENANT'S standard fascia and pole sign(s), The Fl=rgs may be installed prior to ecoeptance of the 130ding and shall ramain personal property, and true thereto shall be retained by TENANT, TENANT may, of TENANT*$ Cptiori and expense, remove any of the Fixtures and shall repair any damage to the Premises caused by such removal. In the event the Fixtures are subject to a lien or title retention instrument, the holder of any such lien or title retention instrument shall have the right and be able to enforce the same as stated therein. LANDLORD also hereby consents to TENANT'S having granted to its lender(a) a security interest in all personal property and fixtures on the Premises. See Exhjbt C. M CASUALTY (DAMAGE, If, in the good faith opinion of TENANT, the Premises are render subswmially unfit for safe and profitable occupancy or use by any casualty or peril insured inst in a standard fire and extended coverage insurance policy of the type then corrimoniy purchased by TENANT (an 'Insurable Casualty') when the Term or the then current extension of the Extended Term shatl have at least two (2) years to run, TENANT shall-promptly and diligently restore the Premises to the Condition existing prior to the occurrence of the Insurable Casualty and all rent shall abate from the date of such "currenoe until the Premises are so restored (tire ��1 • NFS2 3'^!0. 07, L" FFUF' zi E rr I=EFF,I TOO C;i TO INIT . "Restoration Period'). I.-ANDLORO wifl tvm over to TENANT any eppl?Cable insurance proceeds received as compensation for damages to the improvements located an the Premises., to the extent of the actual Cost of restoration. It, in the opinion of TENANT, the Premises are rendered substantlally unlit for oocupancy or use by any casualty or peril other than an lnsvmble Casuafty, or by an Insurable Casualty when the Term or the then current extension of the Extended Terns shall have less than two (2)years to run, TENANT may either restore the Premises at its expense and rent shall be completely abated during the Restoration Period or TENANT.may terrni=e this Lease effective an the date of the OcGUrrence Of tho casualty or Peril,and turn over to LANDLORD any applicable insurance proceeds as a result thereof_ If, in the opinion of TENANT, the premises are damaged by Casualty or peril, but not rendered substantially vnfit for profitable and safe occupancy or use,TENANT shall promptly and diiigentty restore the Premises at TENANT'S exPense to the condition existing prior to the casuohy or Peril and the rent shall not abate, HT J 14. CASUALTY iNSUFANCE. TENANT may be a salt-insurer as to the Promises; however, vp 0m the written request of LANDLORD.TENANT shall procure and rnotntain stonftrd fire and extended *average insurance on the Prerntsez of the type than commonly purchased by TENANT,to at bast ' 100% of replzoemerit *slue, naming LANDLORD as an addhionai Insured as his Interest may " appear . Vs-�ohiftsiom) and containing a standard rnorcgage clause, if applicable. TENANT shall, upon LANDLOAD'S written req=t, futrllsh LANDLORD a certificate from tha imurer evidencing rauth aeverp9e, * " , this is to be a broad forn, of insurance including earthquake and flood coverage," 1�5. WAIYER OF SUBROGATION. If either party to this Lease sustains Ions Or damage to tine Premises or the Fixtures, goods,wama, msrahandise or any outer property located thereon, from which it Is protested by an insurance policy, it waives any rigkrt of r000very front the cutter party ? to the extent protested. Each party eames irnmedlattely to give to each haurarice company WNch has issued to It a Policy of fire and extended coverage insurance written notide of the terms of such mutual waivers, and to cause any such insurance por'lcy to be Properly endorsed, it necessary, to prevent the invalidation of such insurance coverages by Mason of Such waivers. 46. LIAi Uri Il1SORANM TENANT agrees, at 'TENANT'S expense, to malnteln in force ' corninuoufly throughout the Tetra and the Extended Term public fabiTcty insurance Covering the ; Premises with combined aingle limit coverage of 11" 'M or its.equivalent and shall, upon LANDLORDS written regvest, fum€sh LANDLORi a certificate from the Insurer evidencing such '- coverage, $ ,000,004. *naming LANDLORD as additional insured 5 97. EMINENT VOMAIN. A. if the Premises are taken by the exercise of the right of condemnation or eminent domain or conveyed under threat of the exercising of suoh right, or if only a portion of the Promises are so taken or conveyed or T'ENANT'S access to the Premises is redwood by the action of any governmental or public author4 5r, and TENANT shall-determine that the nemakider of the Flftrnites or TENANT'S access is'hadequate or unsatisfactory for its profitable operation, wh1oh determination shall not be arbitrarily orcapeiciously made,this Lease Shall derminate as of the'date that TENANT ceases business due to such action. Tho termination of tills 'Lease as provided above shall not aperate 10 deprive TENANT of the right to make a Cialm for an award in condemnation or rec*rve notices end participate in the condemnation-prooeedings, including any settlemem negotiations. S. In the event of a taking of all Or a portlon Of the Premises which C.ZU888 a termin2ti= of this Lease, LANDLORD shalt be entitled to Weive the portion of tho award applioa#te to t taking of the feehold real property interest, and the TENANT shall be entitled to recover the NFS2 i i� FFCG ' `'-i[EF C-FFRlTOS C: k TO iu u7a ^ arnownt of the -2word for its interesta 'nCfudir)g the fair Market value of TENANT'S leaschold estate. fixtures, equipment and business goodwill. C. If this Lease is not terrrainated as provided hecein but a portion of the Premises is affected by condemnation. or eminent domain, LANDLORD and TENANT shall agree Upon an equitable reduction in the rent. if the parties fail to agree upon such reduction withiry Sixty (60) days from the date: TENANT is muimd to give LIP occupancy or use of%he affected portion of the Premises, or access thereto, LANDLORD and TENANT shall arbitrate the issue as follows: each shali choose one arbitrator and the two arbitrators so Chosen shalt each choose a thin arbitrator. The decision Of any two of the arbitrators Concerning the rent reduotion. if any, ShM be binding, on LANDLORD and TENANT and any expense of the arbitmion shall be divided agcaally between LANDLORD and TENANT, except each Shall Pay fiat the preparation of its own rase. 18. ATTORNEYS` FaS. If suit is brought to enforce any portion of this Lease,the parties hereto agree chat the losing party shall pay to the prevailing party any reasonable attomeys, fee wh1oh is fixed by the court and Court costs. M DEFAULT AND REMEDIES. A. if TENANT shall default in the payment of the moMbly rent as provided herein, LANDL080 shall promptly 59 notify TMANT in writing,and faiiurt of TENANT to cure such default within twenty clays after receipt of such notice shall, at the option of the LANDLORD, work as a forfeiture of this Lease, or L.ANDLOM may enforce performance in any manner provided by law, and LANOLORD'S agent or attorney shall have the right without further notloe or demand W re-enter and remove all persons from LANDLORD'S property without being deemed guilty of any manner of tmpaass and without prejudice to arty remedios for arrears of rent or breach of covenant, or LANDLORD'S agent or attorney may resume possession of the property and ralet the same for the remainder of the term at the best rental such agent or attorney can obWtn for the a000unt of TENANT, who shall pay any defiaency. In the gent TENANT shelf default In the performance of any of the tsmzs or provisions of this Loase other than the payment of monthly rent. LANDLORD shall promptly sa notify TENANT in writing. If TENANT'shall fail to curo such default within twenty days after meipt Of $Wh 00tic9, or if the default Is of such charaCtex 85 to require more than twenty days to cure and TENANT shall fall to commence cure within twenty days after recent of suOh notice and thereafter diligently prod to cure such defaerit, then in either such event LANDLORD may cure suoh default and such expense shat be added to the rent otherwise due, but any such default shall not work as a forfeiture of this Lease. B. If LANDLORD shall default in the performance of any of the terms ar provisions of this Lease (other than Article S having its own procedure for defaults), TENANT shall promptly so notify LANDLORD in writing, If LANDLORD shall fail to cure"ch default within twenty days after receipt of such notice, or if the default is of swoh Character es to rewire more there twenty days to cute and LANDLORD shall fail to Commence to do so within: twenty days after receipt of such notice and thereafter diligently proceed to dare such default, them, in either event, TENANT may cure such defautt and such expense shall be dedtaclted from the rent -otherwise dose, or TENANT may canc*l and termhate this Lease. C, LANDLORD hereby agrees to deliver to General Electric Capital Corporation at 292 Long Ridge Road, Stamford, CT 06902, Attn: 8qion Operations Manager, andlor its successors or assigns or to any other fender who TENANT has notified LANDLORD in writing is {providing financing (or refinancing) for TENANT'S business ("TENANrS MORTGAGEE% a copy of any notice sent to TENANT hereunder, including, without limitation, any notice of default ptrsuartt to Article 19, by registered or certified mail, postage prepaid, return recdpt requested, at the same time that such notice is ploCed in the mail or otherwise delivered to TENANT. After delivery to TENANT'S MORTGAGEE of any notice of default hereunder, TENANT'S, MORTGAGEE, at its option acting either directly or indirectly through a designee, may pay any of the rents due hereunder or may effect any insurance, or may pay any taxes and assessments, or may make any INIT. repairs or improvements or may do arty other act of thing or make any other payment required of NFS2 r, 1_EFPITug -t;i TO i 18181:0?4676 P.02 Tr;,%ANZ by'tho terms of this Lease, or may do any aGt or tiling that may be neoessary and proper to be done in the observance of the covenants and coedit',ens of this Lease, or to prevent the forfeiture of this Lease, and all payments so made and all things so dare and perforated by T'ENANT'S MORTGAGES or its designee shall be effective to prevont a forfeiture of the rights of TENANT hereunder as the same would have been if timely done and performed by TENANT instead of by TENANTS MORTGAGEE or its designee. Any documents between TENANT and TENAN78 MORTGAGEE may be so conditioned as to provide that as between TENANT'S MORTGAGEE or its desigrlee.and TENANT, TENANT'S MORTGAGEE or its designee, on making good and performing any such default 'Or defaults on the pacts of TENANT, shall bQ thereby subrogated to or Put in the position of assignee of any or elf of the rights of TENANT Lander the terms and provisions of this Lease. In addition, if TENANT'S MORTGAGEE is not In actual possession of the demised premises at the time LANDLORD sends a notice of derfauit pursuant to Artide 19 of this Lease to TENANT, and actual possession of the demised premises it reasonably moessary in order to cure Stroh default', then the period within which TENANT'S MORTGAGEE may Curs such default shall be tolled during the period of time that TENANTS MORTGAGEE b diligently attempting to obtain afatxsal possession of ttte demLs4d premises and the twenty day time period, set #9rth in Article 19 shali not login to run until the data on which TENANTS MORTGAGEE obtains actual passesslOn Of the demised premises. D. LANDLORD acknowledges and egrets VIE t any lien rights held by LANDLORD upon any property of TENANT located an or about the demised Premises shall be subjoct and subordinate to the rights of TENAN 17S MORTGAGEE with re%"ot to such property and LANDLORD does hereby subordhate any such lien rights held t y LANDLORD to the right of 'TFN4MS MORTGAGEE w"sth reMPOIGt to such property. 20. ft Premises at any time through the end of the Terre or arty Extendad Term, LAND netts TENANT an Option to purchase the Premises upon the same terms sand co ' ' & LANDLORD agrees immedistefy after receipt of such offer to gibe TENANT Wee of the terms and conditions of the offer, enclosing a copy of the offer, an NT may exercls2 the aptlon to purohose the Premises at anytime within thirty ys after receipt of such notes. if TENANT sleets to exercise such option it shall y giving vedttan notice to LANDLORD within such thirty 130) day period. A p contract smell be executed by the parties and title Conveyed within a reasonable ersafter. The failure of TENANT to mrcise the option to purchase shall In no aase or relieve LANDLORD from LANDLORDS obligation to provide TENANT z,. NT simple title to the Premises, free of any leases, tenancies, eents, er�cumb „ , sets.mstricttons and deter is In title affecting tho Fremises or the rhts ran T in this Lease;b? that there are no restrictive covenants, zoning or other or or regulations applicable to the Premises which will Prevent the Premises fcorr; Ord ss COrltefipiat8d herein; and C)that any underground Wrage tanks or faci1 any time tooated under the Premises have been property disposed of accofdi plloable laws, rules, regulations and ordinances. To the best of LANDLORD'S ge, information and belief, the soli and any groundwater on or under the Prernk" from poliution or contamination by hydrocarbons, asbestos, hazardous wastes, IINIT. 22. ENVIRONMENTAL RESPONSIBILITY. .TE�E3 shall indemnify M" for any damages including attorneys fees, suffered as a result of environmental waste or contamination affecting the Premises, regardlest of who caused it, if it was caused prior to the beginning of the Term. SeSponsibiiity for waste or contamination arising after commencement of the Tom shah bung to the causing parry and shall not trigger any indemnity. AtT. NFS2 g F:PoC 'flEF CEPPirUS CA TO Ad eg1j9g4;;y_ 2 . the following conditions precedent, in the event iho following conditions have not been fu ed within (---- -) days after the hate of execution of this Lease, this L ay be immediately terminated by either party upon written notice to the other: A. All permits and approvals required for the installation of TENANT' standard 'fascia signs on the Building and ItS standard freestanding pole sign at the beat' on the Premises speclfiied on the Flot Pura having been obtained or valved in writing by NANT. The TENANT shall have the privilege of the placement of such signs as agreed an escribed in Exhibit S aind Exhibit D ("the Signage Criteria") attached hereto and made a pa this Lease, said permit to be applied for and obtained by and at the expense of the TENA E3. Aii permlts, licenses and govemmentai zohi approvals required for the sale pf auto Parts. supplies, accessories, motor fuels, petrole produoms and other automotive related products and servioes having been obtained. C. Test borings, perootation an they soil and groundwater tests (including, but not limited to, testing for hydrocarbons, ardous wastes,toxic pollutants and other contaminants) being obtained by and at the expen of LANDLORD showing underground Conditions t*tisfootory to TENANT. Q. Other enviton ntal observations and tests having being performed by TENANT In Its sole discretion with re t8 satisfactory to TENANT(including tests and observations for hazardous substanoes, wetl s areas end upgrado-m environm i hazard). Should T elect to appeal any adverse odminlstmtive ruling or inhiate legal prooeedings to saxtsty of the conditions precedent, then the tirtta period specified above, and the dates gel tort the COnstruction Addendum, shall be extended for the period of time TENANT oontinues 24. >:KOLUSIYE. in outer to preserve TENANT'S visibli ity and agility to pay rent, LANOLORD agrees that it does not and shall not po mn any ooqupant of any building subject to LANDLORD'S aperation or control within a half•mii0 of the PremiseS(other than TENANT)to operate a business the prino3pal purpose of which Is the retar'I sale of auto parts, supplies, actowries, gasoline and petroleum products or othor auto related products. 25. QUIET ENJOYMENT. Upon {saying the rent and performing the terms, covenants and conditions of this Lease, TENANT shall quietly have, mold and enjoy the Premises and all rights granted TENANT by this Lease. 26. SLISOI OINATION. TENANT agrees-that its l-:asvhotd interest is subordinate to any mortgages affecting the Premises: provided, as a condition precedent to such subordination, each such mortgagee shall expressly covenant or each such mortgage must expressly provide that zo tong as TENANT is not in defsuit Lander this Lease, TENANT'S quiet possession of the Premises shall remain undisturbed on the terms, oovertants and conditions stated herein, whether or not the moMage is in default and notwithsmnding any foreclosure-or other action brought by the holder of the mortgage in connection therewith and the LANDLORD shall obtain a non-disturba INIT. agreement from any mortgagees in Existence at the time of execution of this Lease. TENA gzr. agrees to t amply with reasonable requests for execution of Svbordination agreements, subject to the LANDLORD'S compliance wi h the above provisions and the approval by its lender(s). 27, CHANGE OF OWNERSHIP. LANDLORD shall provide to"TENANT a written notice in the event LANDLORD conveys titre to the Premises,or assigns LANDLORD'S interest in this Lean to another I N IT, party. Such notice shalt be accompanied by documents which evidence the transfer of title or 7, assignment of interest and the effec-tive date thereof. After receipt of such notice, rem payments ° *TENANT agrees to deliver% to LANDLORD Estoppel Certificate twenty (20.) days kr� of receipt of the LANOLORO'S written request. thtn L 07:221 FPQr ''H I EF '-E=P I TOS CA TO W - i,..l '�-Id74b7- ,r� P. 10 duo shall be made to the party designated therein and TENANT shall attorn to the new owners as substitute LANOLOSD and the new owner shall assume the obligations of LANDLORD hereunder. 0T. Should LANDLORD fail to provide the required notice, or TENANT be reasonalaly uncertain conoeming the proper perry to whom rent is due, TENANT may withhold rent thereafter acming until TENANT Is furnished the required notice or Satisfactory proof as to the party entitled thereto. � 28. RECORDATION. T his Lease shelf not be flied for public record, but LANDLORD and TENANT shall execute and aokRowledg6 a memorandum or short form lease which may be filed for record by either party at any time after the execution of this Lease, Setting forth 'the parties, desorption of the Premises, the Term, renewal options and rights of first refusal, and any other provisions rm=ally agreed upon. LANDLORD oonsents to the recording by TENANT or its lender(s)of any documents reasonable or neoessary to perfect the security interest of the lender(s) in TENANT`$ business or property. 29. APPLICABLE LAW. The laws of the state in which the I_'remises are located shall govern the validity, performance and enforcement of this Lease. The invalidity or unenfomeability of any provision of this Lease shall not affect or impair any other provision. 30. SIDEWALK SALES. LANDLORD exMioitly agrees that TENANT may from time to time use the sidewalk and parking spac4s adjacent to Its store for 0dowalk safes. TENANT shall obtaln all neoessary approvals or permits. 31. COMPLEM AGREEMSN - This Leas$ contains a complete expression of the agreement between the parties and there ere no prtam3tes, representation$ Or Inducements except, as herein provided. This lease• merges all prior negotiations and understaridings between the parties and CGCtSthuteg their complete agreement which is binding upon their heirs,exec tars,administrators, successors and assigns only when oxecuted by LANDLORD or ks authorized or apparent representative and a President or Vice President of TENANT, regardless of any w6ttm or verbal representation of any agent, manager or other employee of TENANT to the contrary. This Lease may only be amended by written agreement signed by LANDLORD and TENANT. 32. NOTICES. Arty notice requirOd or permkmd hereunder shall be in writing and delivered in person, or by courier with evidence of maefpt, or by United States Certified Mail, Return Receipt Requested, possmge fully prepaid, to the addresses set forth hereinafter, or to such other address as either party may designaie in writing and deliver as herein pmvided. LANDLORD: TAX I.D. # 2972Q3456 JEROME S. ESTERKIN 5430 Palomar Drive Tarzana, CA 91356 TENANT: CHIEF AUTO PARTS INQ. CHIEF AUTO PARTS INC. Attn: Legal Counsel Attu. deal Estate Department 15303 Dallas Parkway 16303 Dallas Parkway Suite 800, LB-35 Suite 340, LG-3S Dallas, TX 75248 Dallas, TX 7524$ 33. OTHER PROVISIONS. The undersigned heref y represents that 1.)he/she has full legal power and authority to bind the LANDLORD to performance of afi provisions of this-Lease; and 2.) there are no public easements, restrictions or righ-ts of other per wns affecting the Premises or i N 1T. TENANTrS intended use of same other than those fully disclosed by LANDLORD. *TENANT agrees to deliver to LANDLORD Estoppel Certificate w twenty (20) days of receipt of the LANDLORD'S written request. vii thi n wcc,> n FPDI,, c"-IULF IU'z i_H I P. 1i whenever this Lease reciuifes consent for any reason, such consent shall not be unreasonably withheld by the party from whom it is sought. All initialled exhibits and addenda are part of this Lease and ate incorporated by reference as if fully set forth herein. LANDLORD agrees y with reasonable requests for execsxtton of estoppel s%Mrnents from time to time. ATTACHED HERE C: 4--�•-mu" { f EXMbit A Legal Description 3 Exhibit 8 Site Pian ( Exhibit E This ..ease Agreement snail inure ro the benefit of and be binding Capon -clue parties hereto and their respective heirs, legal representative, "Oc.°emrs and assigns. EXECUTED BY LANDLORD this '� )day of 19 r LANDLORD Q-"14N�a A- - EXECUTED BY TENANT this A day of 79 CH15F AUTO PARTS INC. By "- 0 VICE PRESIDENT NFS2 g EXHIBIT A LEGAL DESCRIPTION ATTACHED TO SALE/LEASEBACK AGREF-RENT dated , 19 between JEROME B ESTER IN and/or ASSIGNEE referred to as LANDLORD and CHIEF AUTO PARTS INC. , a Delaware Corporation, referred to as TENANT. Lots 22, 23, 24, 25 and 26, of block "c" of. tract no. 603 in the City of Santa Ana, County of Orange, State 'of California, as per map recorded in book 19 page 6 of miscellaneous maps, in the office of the county recorder of said Orange County. Excepting therefrom the westerly 10 feee of said lots 22, 23 and 26. ! 1 e,. EXHIBIT B SITE PLAN ATTACHED TO and made part of Sale/Leaseback Areement dated , 7.9 , between JEROME B. ESTERKIH acrd/or ASSIGNEE referred to as LANDLORD and CHIEF AUTO PARTS INK. , a Delaware corporation, referred to as TENANT. C-�(� ,� p D A� t� u E � e v rn Q F v ' . tll 7 F LL7 � I i i f ' I N°�7►� Dr l'NQ1'Eh`1". . This Instrument prepared & recording requested by: T. Larry Ledbetter, Attorney AutoZone West, Inc. c/o AutoZone, Inc. P. O. Box 2196 Memphis, TN 38101-2198 After recording, mail to: Scott Fraser AutoZone, Inc. Department 8340 P. 0. Box 2198 Memphis, TN 38101-2198 AP N: 013-01141 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE is made on October 22, 2009 between City of Santa Ana, a Municipal Corporation (hereinafter "Landlord"), successor in interest to Jerome B. Esterkin et al, and AutoZone West, Inc. (formerly known as Chief Auto Parts Inc.), a Delaware corporation (hereinafter "Tenant"). WITNESSETH: For and in consideration of One Dollar($1.00) and other valuable consideration paid and to be paid by the Tenant to the Landlord, the Landlord does demise and lease unto Tenant and the Tenant does lease and take from the Landlord upon the terms and conditions and subject to the limitations more particularly set forth in a certain First Amendment to Lease Agreement (hereinafter "Amendment") between the Landlord and Tenant, bearing even date herewith, to which Amendment and the Lease Agreement amended thereby (collectively "Lease") reference is hereby made for all the terms and conditions thereof, which terms and conditions are made a part hereof as fully and particularly as if set out verbatim herein, that certain premises located on the SEC of Bristol and McFadden, in the City Santa Ana, State of California, consisting of approximately 3,744 square feet of building space and approximately 24,650 square feet of land (the "Premises"), more commonly known as 1101 S. Bristol Street, Santa Ana, California, and being more particularly described in said Lease, and said Premises being further described as follows: Lots 22, 23, 24,25 and 26, of Block "c" of Tract no. 603 in the City of Santa Ana, County of Orange, State of California, as per reap recorded in Book 19 Page 6 of Miscellaneous Maps, in the Office of the County Recorder of Orange County, California. Excepting therefrom the westerly 10 feet of said lots 22, 23, and 26. TO HAVE AND TO HOLD the above described Premises unto the Tenant for a term ending on September 30, 2015, unless sooner terminated or extended as provided for In the Lease. UNDER THE LEASE, as amended, there is available to Tenant one (1) option to extend the Term of the Lease, which is exercisable by Tenant as provided for in said Lease. IN TESTIMONY WHEREOF, the above named Landlord and the above named Tenant have caused this instrument to be executed on the day and year set forth above. LANDLORD: TENANT: City of Santa Ana, AutoZone West, Inc., a Municipal C dratio a Delaware c oration Printed Name: David N. Ream Printed Name: Wm, vid Gilmore Title: City Manager Title: Vice President ATTEST: / Printed Name: Diana 14. HW1 By: � - 6111- ! ! Title: Vice President Printed Name: Maria Hulzar Title: Clerk of the Council VERIFiED,f o APPROVED TO FORM: A 999 FOR SI Jospeh W. Fletcher City Attorney By: Prin e N me. ose S ndovai Title: Chief Assistant qity Attorney 2 Y STATE OF TENNESSEE ) 55. COUNTY OF SHELBY ) On October 22, 2009 before me, G.Scott Fraser (Notary Public) personally appeared Wm. David Gilmore and who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. rj0TT 1P 5 (SEAL) G TEIqNESSEE .Scott Fraser NOT,4 Ry (Printed Name) �',. PUBLIC � NOTARY PUBLIC IN AND Y 0�,�� FOR SAID COUNTY AND STATE My Commission Expires: My Comm)sslon Exp4es February 29,2012 STATE OF CALIFORNIA } ss. COUNTY OF ORANGE } On October 2009 before me, (Notary Public) p sonally appeared David N. Ream and Maria Hulzar, who proved to me on the basis of satisfactory evee to be the persons whose names are subscribed to the within instrument and acknowledged to rn r they executed the same in their authorized capacities, and that by their signature on the instrument persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws-a tf State of California that the foregoing paragraph is true and correct. WTNESS my hand and official seal. F Y' (SEAL) r (Printed Nan-ref NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE My Commission Expires: 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California County of Orange SS City of Tustin On this 24th day of November 2009, before me, Maria R. Huizar , Notary Public, personally appeared David N. Ream who proved to me on the basis of satisfactory evidence to be the{f ers /p�eTgons whose pAT:e)n_a��slare--subscribed to the within instrument and ackn�i�v"ledged to me that he/she/they executed the same in �ATe&htit: authorized �capgcip cap�i� es and that by,i," henittteir T'gn6E�e/s1gn2ttt+F9,s on the instrument tie pp�ers per�orr or the entity upon behalf Which thq-pers /persm-rs acted, executed`'the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. NOTARY SEAL Witness my hand and official seal. "I, ?r""� WOYk k-cow Signature of Notary CAPACITY CLAIMED BY SIGNER: SIGNER IS REPRESENTING: V Individual(s) ❑ Corporate ❑ Officers Titls(s) ❑ Partner(s) ❑ General Partner of a Limited ❑ Partnership ❑ Attorney-in-Fact ❑ Trustee (s) ❑ Subscribing Witness ❑ Guardian/Conservator ❑ Other: I THIS CERTIFICATE MUST BEr ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES: DATE OF DOCUMENT: 1011-z 2.vu 1 SIGNER (S) OTHER THAN NAMED ABOVE:_ AZ#5538-01-01 1101 S. Bristol Street Santa Ana, CA FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT ("First Amendment") is made and entered into between City of Santa Ana, a Municipal Corporation (hereinafter"Landlord"), successor in interest to Jerome B. Esterkin et al, and AutoZone West, Inc. (formerly known as Chief Auto Parts Inc.), a Delaware corporation (hereinafter"Tenant"). WITNESSETH: WHEREAS, Landlord (by its predecessors in interest) and Tenant entered into that certain Lease Agreement executed by Tenant on September 7, 1990 and by Landlord on September 13, 1990 (hereinafter "Lease"), whereby Tenant leases from Landlord that certain premises located on the SEC of Bristol and McFadden, in the City Santa Ana, State of California, consisting of approximately 3,744 square feet of building space and approximately 24,650 square feet of land (the "Premises"), more commonly known as 1101 S_ Bristol Street, Santa Ana, California, and being more particularly described in said Lease; and WHE=REAS, the Term of the Lease currently expires on September 30, 2010, and there is available to Tenant one (1) option (2nd Option) to extend the Term of the Lease; and WHEREAS, Tenant and Landlord now desire to extend the Term of the Lease for a period of five (5) years, retain the existing option (2nd Optics) to further extend the Term of the Lease, and otherwise amend other provisions of the Lease as provided herein. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Lease as follows: 1. The recitals set forth above are incorporated herein as true and correct. 2. Landlord and Tenant hereby agree that the current Term of the Lease is hereby extended for a period of five (5) years, and shall hereafter expire on September 30, 2015, unless sooner terminated or further extended as provided for in the Lease. Landlord and Tenant hereby agree that the minimum rent is currently Ten Thousand Two Hundred Eighty One Dollars ($10,281.00) per month and shall continue at such rate throughout the remainder of the Term as herein extended (September 30, ! 2015). 3. The option (2nd Option)to extend the Term of the Lease shall remain exercisable by Tenant to extend the Term beyond expiration of the Term as herein extended (September 30, 2015), at the minimum rent amount set forth in Article 4(A)of the aforementioned Lease Agreement for said 2nd Option. THE REMAINDER OF THIS PAGE 1S INTENTIONALL Y FLANK S 4. Article 32 of the Lease is hereby deleted in its entirety and replaced with the following new Article 32: 32. NOTICES. All notices or demands required or permitted to be given or served pursuant to this Lease shall be deemed to have been given or served only if in writing, postage and/or delivery fees pre-paid and shall be sent by U.S. Certified Mail, Return Receipt Requested or via an overnight(or 2- day) delivery service maintaining a record of delivery (e,g. FedEx or UPS), which notices and demands shall be deemed served when delivered (or when delivery is first attempted and refused), and which notices and demands shall be forwarded to the following addresses: TENANT: Via overnight(or 2-day) delivery service: Via U.S. Certified Mail: AutoZone West, Inc. #5538-01-01 AutoZone West, Inc.##5538-01-01 c/o AutoZone Property Management c/o AutoZone Property Management Dept. 8700 Dept. 8700 123 South Front St. P.O. Box 2198 Memphis, TN 38103-3618 Memphis, TN 38101-2198 LANDLORD: Via overnight(or 2-day) delivery service: Via U.S. Certified Mail: City of Santa Ana City of Santa Ana Attn: Souri Amirani Attn: Souri Amirani 20 Civic Center Plaza, M-36 20 Civic Center Plaza, M-36 Santa Ana, CA 92701 Santa Ana, CA 92701 Such addresses may be changed from time to time by either party by serving notice as above provided, 5. Landlord warrants to Tenant that the Landlord holds fee simple title to the Premises, and that the person signing below on behalf of Landlord has full right and authority to enter into this First Amendment. 6. All of the other terms and conditions of the Lease are hereby reaffirmed and remain in full force and effect. If there is a conflict between the terms and conditions of this First Amendment and the terms and conditions of the Lease, the terms and conditions of this First Amendment shall control. IN WITNESS WHEREOF, the parties hereto have fully executed this First Amendment as of this 22nd day of October, 2009, LANDLORD: TENANT: City of Santa Ana AutoZone West, Inc,, a Municipal C 'Qration a Delaware cor oratio By: � u ------ By: Y Printed Name: David N. Ream Printed Name: Wm. D Gilmore Title: CitLManager Title: Vice Pres ent ATTF T; - Printed Name: Diana H. Hull By: / I �it�►,4— tva Title: Vice President Printed Name: Maria Hulzar Title: Clerk of the Council F�0"' VEHIHED AND SSED FOR Sl RG APPROVED TO FORM: Jospeh v FleWAssistantClW City Attorne By: P d me; Tit Chief 2 i STATE OF TENNESSEE ) ) ss. COUNTY OF SHELBY ) On October 22, 2009 before me, 0.Scott Fraser (Notary Public) personally appeared Wm, David Gilmore and Dix.ft who proved to me on the basis of satisfactory evidence to be the persons w ose names are subscribed to the within instrument and acknowledged to me that they executed the same In their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and ofticW seal �G � (:5-A-Iu- (SEAL) 7 ,aJ OOp > , G.Scott Fraser U y' (Printed Name) � C NOTARY PUBLIC IN AND ) cou FOR SAID COUNTY AND STATE My Commission Expires: My Commission Expires February 24,2412 STATE OF CALIFORNIA ) )ss. COUNTY OF GRANGE ) C Nber before me, (Notary Public) personally appeared David N .r and ria ,uliaf, who proved to me on the basis of satisfactory evidence to be the persons ;vo na es a L bsCribed to the within instrument and acknowled duo me that they executr Sam in their 'thyrized capacities, and that by their signatur-5-on the instrument the persons, e enti which the persons acted, executed he-ln trument. i certify under PENALTY-C)P- PERJURY under the laws o e State of California that the foregoing paragraph is true and correct. WITNESS my hand and officiai seal. (SEAL) (Printed Name�TYANDSTATE NOTARY PUBD FOR SAID C My Commission Expires: 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California County of Orange SS City of Tustin On this 24th day of November 2009, before me, Maria R, Huizar , Notary Public, personally appeared David N. Ream who proved to me on the basis of satisfactory evidence to be the pGs h/pens whose uaRftfames ibrL-subscribed to the within instrument and a owfedged to me that Ivy Lfr�he4#rnir sh ey executed the same in k0herf#-h'eir authorized c @p�/captK t, s and that s',na /signstrn-es on the instrument the Re sor Ipo�s�, or the entity upon behalf of which the person/persons acted, executed tf"i"e`Instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal, NOTARY SEAL Witness my hand and official seal. MARI4 . 0i19 Commtolon 0 171971 Nom' -camorft Signature of Notary J orarge Cau* CAPACITY CLAIMED BY SIGNER: SIGNER IS REPRESENTING: ` Individual(s) Corporate ❑ Officers Titles) El Partner(s} ❑ General Partner of a limited ❑ Partnership ❑ Attorney-in-Fact ❑ Trustee (s) ❑ Subscribing Witness ❑ Guardian/Conservator ❑ Other: ILFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: r PE OF DOCUMENT: PAGES: -5 DATE OF DOCUMENT: f°�z OTHER THAN NAMED ABOVE: i - - AZ*5538-01-01 1101 S. Bristol Street Santa Ana, CA SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT ("Second Amendment") is made and entered into between The City of Santa Ana, a Municipal Corporation (hereinafter "Landlord"), successor in interest to Jerome B. Esterkin et al, and AutoZone West LLC, a Nevada limited liability company [resulting entity after conversion from AutoZone West, Inc., a Delaware corporation], formerly known as Chief Auto Parts Inc., a Delaware corporation)] (hereinafter"Tenant"). WITNESSETH: WHEREAS, Landlord (by its predecessors in interest) and 'Tenant entered into that certain Lease Agreement executed by Tenant on September 7, 1990 and by Landlord on September 13, 1990, which was subsequently modified by the certain First Amendment to Lease Agreement made as of October 22, 2009 (collectively hereinafter "Lease"), whereby Tenant leases from Landlord that certain premises located on the SEC of Bristol and McFadden, in the City Santa Ana, State of California, consisting of approximately 3,744 square feet of building space and approximately 24,650 square feet of land (the "Premises"), more commonly known as 1101 S. Bristol Street, Santa Ana, California, and being more particularly described in said Lease; and WHEREAS, a Memorandum of Lease was recorded on December 10, 2009 as Document Number 2009000665073 in the Clerk-Recorder's Office of Orange County, California; and WHEREAS, the Term of the Lease currently expires on September 30, 2015, and there is available to Tenant one (1) option (2nd Option) to extend the Term of the Lease; and WHEREAS, Landlord and Tenant now desire to amend the Lease as herein provided. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Lease as follows: 1. The recitals set forth above are incorporated herein as true and correct. 2. In lieu of the amount set forth in Article 4(A) of the aforementioned Lease Agreement for the 2nd Option, Landlord and Tenant agree that the minimum rent during the 2nd Option shall be Eleven Thousand Dollars ($11,000.00) per month. At such amended minimum rent amount, Tenant hereby exercises said 2nd Option to extend the Term of the Lease for a five (5) year period commencing October 1, 2015 and ending on September 30, 2020. 3. Landlord warrants to Tenant that the Landlord holds fee simple title to the Premises, and that the person signing below on behalf of Landlord has full right and authority to enter into this Second Amendment. 4. All of the other terms and conditions of the Lease are hereby reaffirmed and remain in full force and effect. If there is a conflict between the terms and conditions of this Second Amendment and the terms and conditions of the Lease, the terms and conditions of this Second Amendment shall control. THE REMAINDER OF THIS PAGE 1 IS INTENTIONALLY BLANK-- SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, the parties hereto have fully executed this Second Amendment as of this day of February, 2015. LANDLORD: TENANT: The City of Santa Ana AutoZone West LLC, a Nevada limited liability company By: By: AutoZone Parts, Inc., a Nevada Printed Name: David Cavasos corporation, its sole member Title: City Manager By, Printed Name: James C. Griffith ATTEST: Title: Vice President By: Printed Name: Maria Huizar By: Title: Clerk of the Council Printed Name: Title: APPROVED TO FORM: By: Printed Name: Title: 2 STATE OF TENNESSEE ) ) ss. COUNTY OF SHELBY ) On February 201 5 before me, (Notary Public) personally appeared James C. Griffith and who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. (SEAL) (Printed Name) NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE My Commission Expires.. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On 2015 before me, (Notary Public) personally appeared David Cavasos who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (SEAL) (Printed Name) NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE My Commission Expires: 3 This Instrument prepared by: T. Larry Ledbetter, Attorney AutoZone West LLC c/o AutoZone, Inc. Dept. 8340 P, O. Box 2198 Memphis, TN 38101-2198 Recording requested by, and after recording, mail to: First American Mortgage Services 1100 Superior Avenue, Suite 200 Cleveland, OH 44114 ABOVE AREA IS RESERVED FOR RECORDER'S USE ONLY THIS AMENDED MEMORANDUM OF LEASE AMENDS AutoZone#5538-01-01 THAT CERTAIN MEMORANDUM OF LEASE RECORDED Santa Ana, CA ON DECEMBER 10, 2009 AS DOCUMENT NUMBER 2009000666073, IN THE OFFICIAL RECORDS OF THE CLERK-RECORDER'S OFFICE OF ORANGE COUNTY, CALIFORNIA This lease extension does not constitute a change of ownership under California law, as the remaining lease term (including written options), is less than 35 years. Documentary Transfer Tax is ZERO ($0.00) APN: 013-011-41 AMENDED ®U F LEASE, THIS AMENDED MEMORANDUM OF LEASE is made as of February _, 2015 between The City of Santa Ana, a Municipal Corporation (hereinafter "Landlord"), successor in interest to Jerome B. Esterkin et al, and AutoZone West LLC, a Nevada limited liability company [resulting entity after conversion from AutoZone West, Inc., a Delaware corporation {formerly known as Chief Auto Parts Inc.}] (hereinafter"Tenant"). WITNESSETH: For and in consideration of One Dollar($1.00) and other valuable consideration paid and to be paid by the Tenant to the Landlord, the Landlord does demise and lease unto Tenant and the Tenant does lease and take from the Landlord upon the terms and conditions and subject to the limitations more particularly set forth in a certain Second Amendment to Lease Agreement (hereinafter"Amendment") between the Landlord and Tenant, bearing even date herewith, to which Amendment, all previous amendments, and the Lease Agreement amended thereby (collectively "Lease") reference is hereby made for all the terms and conditions thereof, which terms and conditions are made a part hereof as fully and particularly as if set out verbatim herein, that certain premises located on the SEC of Bristol and McFadden, in the City Santa Ana, State of California, consisting of approximately 3,744 square feet of building space and approximately 24,650 square feet of land (the "Premises"), more commonly known as 1101 S. Bristol Street, Santa Ana, California, and being more particularly described in said Lease, and said Premises being further described as follows: APN: 013-011-41 Lots 22, 23, 24, 25 and 26, of Block"c" of Tract no. 603 in the City of Santa Ana, County of Orange, State of California, as per map recorded in Book 19 Page 6 of Miscellaneous Maps, in the Office of the County Recorder of Orange County, California. Excepting therefrom the westerly 10 feet of said lots 22, 23, and 26. TO HAVE AND TO HOLD the above described Premises unto the Tenant for a Term ending on September 30, 2020, unless sooner terminated or extended as provided for in the Lease. IN TESTIMONY WHEREOF, the above named Landlord and the above named Tenant have caused this instrument to be executed as of the day and year set forth above. LANDLORD: TENANT: The City of Santa Ana AutoZone West LLC, a Nevada limited liability company By: By: AutoZone Parts, Inc., a Nevada Printed Name: David Cavasos corporation, its sole member Title:_City Manager By. Printed Name: James C, Griffith ATTEST: Title: Vice President By: Printed Name: Maria Huizar By: Title: Clerk of the Council Printed Name: Title: APPROVED TO FORM: By: Printed Name: Title: 2 STATE OF TENNESSEE } ) ss. COUNTY OF SHELBY ) On February _, 2015 before me, (Notary Public) personally appeared James C. Griffith and who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. (SEAL) (Printed Name) NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE My Commission Expires: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA } } ss. COUNTY OF ORANGE ) On 2015 before me, (Notary Public) personally appeared David Cavasos who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (SEAL) (Printed Name) NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE My Commission Expires: 3