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EXHIBIT 10.48
SUBLEASE
1. PARTIES
This Sublease is entered into as of the 22 day of September, 1996 by and between
XXXXXX COMICS ENTERTAINMENT, INC., A California corporation ("Sublandlord") and
MCA RECORDS, INC., a California corporation ("Subtenant"), with reference to the
Master Lease dated November 1, 1993 entered into by 100 Wilshire Associates, a
California limited partnership, as Landlord, and Sublandlord under this
Sublease, as Tenant. A copy of said Master Lease is attached hereto, and
incorporated herein by reference.
2. PROVISIONS CONSTITUTING SUBLEASE
a. This Sublease is subject to all of the terms and conditions of
the Master Lease attached as Exhibit A, except as specifically exempted
herein and Subtenant shall assume and perform the obligations of
Sublandlord as Tenant in said Master Lease, to the extent said terms and
conditions are applicable to the premises subleased pursuant to this
Sublease. Subtenant shall not commit or permit to be committed on the
Sublease Premises any act or omission which shall violate any term or
condition of the Master Lease. In the event of the termination of
Sublandlord's interest as Tenant under the Master Lease for any reason,
then this Sublease shall terminate coincidentally therewith without any
liability of Sublandlord to Subtenant provided such termination is not
the result of a default by Sublandlord as Tenant under the Master Lease.
b. All of the terms and conditions contained in the Master Lease are
incorporated herein, except: (i) for necessary modifications to the Basic
Lease Summary including Paragraphs X, X, X, X, X, X-0, X-0, X, xxx the
deletions of Paragraph 8.4, (ii) Exhibit B and Exhibit C, (iii) Addendum
II, (iv) Addendum III, Paragraphs 3, 4, 5, Paragraphs 8 & 9 (to the
extent they impose a burden or liability on Sublandlord), and 35 and (v)
Addendum IV as terms and conditions of this Sublease; (with each
reference therein to Landlord and Tenant to be deemed to refer to
Sublandlord and Subtenant except as otherwise provided in this Sublease)
and along with all of the following paragraphs set out in this Sublease,
shall be the complete terms and conditions of this Sublease. If there is
a conflict between the provisions of this Sublease and the Master Lease,
the provisions of this Sublease shall prevail as between Sublandlord and
Subtenant.
3. SUBLEASE PREMISES
Sublandlord leases to Subtenant and Subtenant hires from said Sublandlord the
approximately 3000 rentable square feet of the premises identified on the
drawing attached on Schedule I as Suite 1460 (the "Sublease Premises") which
premises are the same premises referred to as Suite 1450 in that certain
Sublease of the adjoining space known as Suite 1400 to Travelers Management,
Inc. Subtenant shall also be entitled to use two (2) parking spaces in the
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adjoining lot and five (5) parking spaces in the City parking structure which
spaces constitute Sublandlord's parking allocation applicable to the Sublease
Premises provided Subtenant pays all costs, expenses and fees imposed by
Landlord with respect to the use of such parking spaces.
4. TERM
4.1 Term. The term of this Sublease shall be for a period commencing
on October 1, 1996, and ending on January 31, 1997 subject to extension
as hereinafter provided unless sooner terminated pursuant to any
provisions hereof. The Sublease shall continue after January 31, 1997 on
a month to month basis upon all of the terms hereof for the remainder of
the term of the Master Lease unless either Sublandlord or Subtenant shall
give the other party a thirty (30) day notice of termination in which
event this Sublease shall terminate and Subtenant shall vacate the
Sublease Premises on the date specified in said notice which date shall
be at least thirty days after such notice is given.
4.2 Delay in Commencement. Notwithstanding said commencement date, if
for reasons beyond Sublandlord's control such as fire or other casualty
Sublandlord fails to timely deliver possession of the Sublease Premises,
Sublandlord shall not be subject to any liability therefor, nor shall
such failure extend the term hereof, but in such case, Subtenant shall
not be obligated to pay rent until possession of the Sublease Premises is
tendered to Subtenant; provided, however that if Sublandlord shall not
have vacated the Sublease Premises within thirty (30) days after said
scheduled commencement date, Subtenant may, at Subtenant's option, by
notice in writing to Sublandlord within ten (10) days thereafter, cancel
this Sublease.
4.3 Early Possession. In the event that Subtenant shall occupy all or
any part of the Sublease Premises prior to the commencement date of the
term, such occupancy shall be subject to all of the provisions of this
Sublease. Said early possession shall not advance the termination date of
this Sublease.
5. RENT
Subtenant shall pay to Sublandlord as rent for the Sublease Premises equal
monthly installments of SEVEN THOUSAND AND NO/100s DOLLARS ($7,000.00) in
advance, on the first (lst) day of each month of the term hereof. Subtenant
shall pay Sublandlord upon execution hereof the sum of SEVEN THOUSAND AND
NO/100s DOLLARS ($7000.00) as rent for the first month of the term, which amount
shall be paid in addition to the Security Deposit required hereunder. Rent for
any period during the term hereof which is for less than one (1) month shall be
a prorata portion of the monthly installment.
Except as otherwise provided in the Sublease or Master Lease, rent shall be
payable without notice or demand and without any deduction, offset, or abatement
in lawful money of the
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United States of America to Sublandlord at the address stated herein or to such
other persons or at such other places as Sublandlord may designate in writing.
In addition, Subtenant shall pay as additional rent: (i) all charges for after
hours air conditioning ordered for Subtenant's use of the Sublease Premises,
special cleaning services and other such charges imposed by Landlord with
respect to the Sublease Premises (but excluding increases in operating expenses
imposed by Landlord pursuant to the Master Lease), (ii) all taxes and insurance
on Subtenant's furniture, fixtures equipment and personal property located in
the Sublease Premises and imposed on Sublandlord pursuant to the Master Lease.
6. SECURITY DEPOSIT
Subtenant shall deposit with Sublandlord upon execution hereof the sum of SEVEN
THOUSAND AND NO/100s DOLLARS ($7,000.00) as security for Subtenant's faithful
performance of Subtenant's obligations hereunder. If Subtenant fails to pay rent
or other charges due hereunder, or otherwise defaults with respect to any
provision of this Sublease, Sublandlord may use, apply or retain all or any
portion of said deposit for the payment of any rent or other charge in default
or for the payment of any other sum to which Sublandlord may become obligated by
reason of Subtenant's default, or to compensate Sublandlord for any loss or
damage which Sublandlord may suffer thereby. If Sublandlord so uses or applies
all or any portion of said deposit, Subtenant shall with ten (10) days written
demand therefore deposit cash with Sublandlord in an amount sufficient to
restore said deposit to the full amount hereinabove stated and Subtenant's
failure to do so shall be a breach of this Sublease, and Sublandlord may at its
option terminate this Sublease. Sublandlord shall not be required to keep said
deposit separate from its general accounts. If Subtenant performs all of
Subtenant's obligations hereunder, said deposit or so much hereof as had not
theretofore been applied by Sublandlord shall be returned without payment of
interest for its use, to Subtenant (or, at Sublandlord's option, to the last
assignee, if any, of Subtenant's interest hereunder) within ten (10) days after
the expiration of the term hereof, or after Subtenant has vacated the Sublease
Premises, whichever is later.
7. USE
The Sublease Premises shall be used and occupied only for general office
purposes by Subtenant and its affiliates to the extent permitted by the Master
Lease.
8. STORAGE
Subtenant shall have no right to use any of the storage space presently occupied
by Sublandlord pursuant to the Master Lease.
9. GENERAL PROVISIONS
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a. Subtenant accepts the Sublease Premises in their present "AS IS"
condition provided they are delivered broom clean in substantially the
same condition as exists on the date of this Sublease, ordinary wear and
tear and loss by fire or other casualty excepted.
b. Subtenant shall have the right to sublease or assign all or any
portion of the Sublease Premises, subject to the Sublandlord's consent
which shall not be unreasonably withheld or delayed, subject to the
provisions of the Master Lease. Any Transfer Consideration associated
with said sublease or assignment shall be split on a fifty-fifty (50/50)
basis between Sublandlord and Subtenant.
c. The copy of the Master Lease attached to the sublease is a true
and correct copy and there are no amendments or other oral or written
agreements which affect the rights of Tenant to the Premises.
d. To the best of Sublandlord's knowledge the Master Lease is in
full force and effect and there are no defaults by Sublandlord or
Landlord thereunder and all rents and charges have been paid currently.
e. Sublandlord shall contemporaneously provide Subtenant with a copy
of all notices given to or received from Landlord pursuant to the Master
Lease which affect the Sublease or Sublease Premises.
f. Subtenant recognizes that except for the duty to comply with its
obligations as Tenant under the Master Lease, Sublandlord is not in a
position to render any of the services or to perform any of the
obligations required to be performed for the benefit of the Sublease
Premises by Landlord. Therefore, notwithstanding anything to the contrary
contained in this Sublease, Subtenant agrees that performance by
Sublandlord of its obligations hereunder are conditional upon due
performance by the Landlord of its corresponding obligations under the
Master Lease and Sublandlord shall not be liable to Subtenant for any
default of the Landlord under the Master Lease nor shall Sublandlord be
obligated to commence litigation or take other action against the
Landlord. Sublandlord hereby assigns to Subtenant the right to commence
litigation or take other action against Landlord for any default under
the Master Lease which affects the Sublease Premises, provided Subtenant
agrees to indemnify and hold Sublandlord harmless from and against any
and all claims, losses and damages, including attorney fees, that may be
incurred by Sublandlord due to such litigation including any counter-
claim raised by Landlord. Subtenant shall not have any claim against
Sublandlord by reason of the Landlord's failure or refusal to comply with
any of the provisions of the Master Lease unless such failure or refusal
is a result of Sublandlord's default under the Master Lease. This
Sublease shall remain in full force and effect notwithstanding the
Landlord's failure or refusal to comply with any such provisions of the
Master Lease and Subtenant shall pay the base rent and additional rent
and all other charges provided for herein without any abatement,
deduction or set-off whatsoever except as otherwise
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expressly provided in the Sublease or the Master Lease. Subtenant
covenants and warrants that it fully understands and agrees to be subject
to and bound by all of the covenants, agreements, terms, provisions and
conditions of the Master Lease, except as modified herein. Furthermore,
Subtenant and Sublandlord further covenant not to take any action or do
or perform any act or fail to perform any act which would result in the
failure or breach of any of the covenants, agreements, terms, provisions
or conditions of the Master Lease on the part of the Tenant thereunder.
g. In the event Subtenant fails or refuses to perform any of the
obligations required of it under this Sublease, then, in addition to all
other remedies available to Sublandlord hereunder or at law for
Subtenant's default and provided Subtenant has received notice of default
and any applicable cure period has expired as provided in this Sublease
or the Master Lease, then in addition to any rights or remedies of
Sublandlord under the Sublease or Master Lease or at law, Sublandlord
may, but shall not be obligated to, perform such obligations on behalf of
Subtenant and Subtenant shall reimburse Sublandlord for the costs and
expenses incurred by Sublandlord in performing such obligations along
with interest on such amounts at the maximum legal rate than allowable by
law from the date that such sums are expended by Sublandlord. Subtenant
shall defend, indemnify and hold Sublandlord harmless at all times
against claims, loss, damages, costs or expenses, including attorneys'
fees and actual court costs, which Sublandlord might incur by reason of
Subtenant's failure to perform any obligation to be performed by
Subtenant under the terms of this Sublease.
h. The parties hereto represent and warrant to each other that
neither party dealt with any broker or finder in connection with the
consummation of this Sublease except for XXX & ASSOCIATES COMMERCIAL REAL
ESTATE SERVICES which represented Subtenant and XXXXXX X. XXXXXXX, INC.
which represented Sublandlord (collectively the "Brokers"). The Brokers
shall be paid a commission by Sublandlord in accordance with their
separate written agreement which commission shall be payable one half
upon the execution of the Sublease and Landlord Consent and the balance
upon the commencement of the Sublease term. Each party agrees to
indemnify, hold and save the other party harmless from and against any
and all claims for brokerage commissions or finder's fees arising out of
their breach of the foregoing representation or their acts in connection
with this Sublease. The provisions of this Section shall survive the
expiration or earlier termination of this Sublease.
i. Any notice which may or shall be given by either party hereunder
shall be either delivered personally or sent by certified mail, return
receipt requested, addressed to:
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SUBTENANT:
at MCA Music Entertainment Group
00 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxxxx
with a copy to:
Universal Studios
100 Universal City Plaza
Building 000 X/0
Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxxx
SUBLANDLORD:
Xxxxxx Comics Entertainment, Inc.,
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: President
or to such other address as may have been designated in a notice given in
accordance with the provisions of this Section.
j. It is expressly understood that Sublandlord shall have no
liability to Subtenant and no obligation to repair or restore the
Sublease Premises in the event they are damaged by fire or other casualty
or are otherwise in need of repair. If Landlord or Sublandlord as Tenant
under the Master Lease shall exercise a right to terminate the Master
Lease by reason of damage or destruction as provided in Paragraph 24 of
the Master Lease then this Sublease shall be deemed terminated and the
parties shall have no further obligations to each other, except for the
refund of the Security Deposit or prorated rent.
k. Subtenant shall cause Sublandlord and the Landlord to be named as
additional insureds on its liability insurance policies and shall furnish
a certificate of such coverage to Landlord and Sublandlord. The amount of
the insurance shall be not less than one million dollars (combined single
limit) or such other amount as may be required by Master Lease.
l. Subtenant hereby agrees to indemnify and hold Sublandlord
harmless from and against any and all claims, losses and damages,
including, without limitation, reasonable attorneys' fees and
disbursements, which may at any time be asserted against Sublandlord by
(a) the Landlord for failure of Subtenant to perform any of the
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covenants, agreements, terms, provisions or conditions contained in the
Master Lease which by reason of the provisions of this Sublease Subtenant
is obligated to perform, or (b) any person by reason of Subtenant's use
and/or occupancy of the Sublease Premises except to the extent any of the
foregoing is caused or by the negligence of Sublandlord or its employees
or agents. The provisions of this Section shall survive the expiration or
earlier termination of the Master Lease and/or this Sublease.
m. Sublandlord hereby agrees to indemnify and hold Subtenant
harmless from and against any and all claims, losses and damages,
including, without limitation, reasonable attorneys' fees and
disbursements, which may at any time be asserted against Subtenant by the
Landlord for failure of Sublandlord to perform any of the covenants,
agreements, terms, provisions or conditions contained in the Master Lease
which by reason of the provisions of this Sublease Sublandlord is
obligated to perform. The provisions of this Section shall survive the
expiration or earlier termination of the Master Lease and/or this
Sublease.
n. If any term or provision of this Sublease or the application
thereof to any person or circumstances shall, to any extent, be invalid
and unenforceable, the remainder of this Sublease or the application of
such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby
and each term or provision of this Sublease shall be valid and be
enforced to the fullest extent permitted by law
o. This Sublease contains the entire agreement between the parties
hereto and shall be binding upon and inure to the benefit of their
respective heirs, representatives, successors and permitted assigns. Any
agreement hereinafter made shall be ineffective to change, modify, waive,
release, discharge, terminate or effect an abandonment hereof, in whole
or in part, unless such agreement is in writing and signed by the parties
hereto.
p. The parties hereto agree that each of them, upon the request of
the other party, shall execute and deliver, in recordable form if
necessary, such further documents, instruments or agreements and shall
take such further action that may be necessary or appropriate to
effectuate the purposes of this Sublease.
q. This Sublease shall be governed by and in all respects construed
in accordance with the internal laws of the State of California.
r. The validity of this Sublease shall be subject to the Landlord's
prior written consent hereto pursuant to the terms of the Master Lease,
and if Landlord's consent shall not be obtained and a copy thereof
delivered to Subtenant within thirty (30) days
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of the date hereof, either Sublandlord or Subtenant shall have the option
to cancel this Sublease by notice to Sublandlord within forty-five (45)
days from the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
executed as of the day and year first above written.
SUBLANDLORD: SUBTENANT:
Xxxxxx Comics Entertainment, Inc., a MCA Records, Inc., a California
California corporation corporation
By: [SIG] By: [SIG]
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Title: Executive Vice President Title: Exec. VP Admin.
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EXHIBIT A
OFFICE LEASE
FOR
100 WILSHIRE
Landlord hereby leases to Tenant and Tenant hereby hired from Landlord
the Premises hereinafter described on the terms and conditions set forth in this
Lease (hereinafter referred to as this "Lease").
This Lease is subject to the terms, covenants and conditions set forth
below and Tenant covenants as a material part of the consideration for this
Lease to keep and perform each and all of said terms, covenants and conditions
by it to be kept and performed and that this Lease is made upon the condition
of said performance.
BASIC LEASE SUMMARY
The words, figures and definitions set forth in Paragraphs A to Q,
inclusive, are part of this Lease wherever appropriate reference is made
thereto, unless modified elsewhere in this Lease.
A. DATE OF THIS LEASE (for reference purposes only): As of November 1,
1993.
The scheduled Commencement Date is January 1, 1994.
The actual Commencement Date shall be as provided in Paragraph 6.2 and,
if applicable, Exhibit "C", the Construction and Construction Payment
Exhibit.
B. LANDLORD: 100 Wilshire Associates, a California Limited Partnership.
C. LANDLORD'S ADDRESS FOR NOTICES:
000 Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
D. TENANT: Xxxxxx Comics Entertainment, Inc., a California Corporation
Tenant's Trade Name: same
E. TENANT'S ADDRESS AND PHONE NUMBER FOR NOTICES:
CURRENT UPON OCCUPANCY
000 Xxxxxxxx Xxxxxxxxx 000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000 Xxxxx 0000
Xxxxx Xxxxxx, XX 00000 Xxxxx Xxxxxx, XX 00000
F. PROJECT: The term "Project" as used in this Lease shall mean and refer
to the development commonly known as 100 Wilshire, which is located at
000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx, and which consists of
a 21 story building ("Building") and all the real property adjacent to
and underlying such buildings, including all subterranean (if any) and
other parking areas and all Common Areas (as defined in this Lease). The
project is set forth on the Site Plan attached hereto as Exhibit "A".
Although not shown on Exhibit "A", for all purposes in this Lease, the
term "Project" shall include the top three (3) stories of The City of
Santa Xxxxxx parking structure located at 0000 Xxxxxx Xxxxxx between
Arizona Avenue and Wilshire Boulevard; and all references to parking
"structure" or "areas" shall include the same.
G. PREMISES: The space known or to be known as Suite 1400 on the 14th
floor. The Premises is outlined on the Premises Floor Plan, attached
hereto as Exhibit "B". The Premises has an estimated total rentable
square footage of 9,000 (7,407 usable square feet).
The said estimated rentable square footage represents 0.0367 of the
entire rentable area of office space of the Project. The Project
consists of 245,413 rentable square feet. Said percentage shall be
"Tenant's Proportionate Share" of certain charges referred to in this
Lease, but is subject to adjustment pursuant to Paragraph 2.1 of this
Lease. It is understood and agreed that such charges shall be based on
the entire Project, not merely the Building. The total rentable square
footage of the Premises shall be subject to verification by Landlord's
architect, whose
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determination shall be conclusive and binding on the parties. If
Landlord, at any time, so determines that the total rentable square
footage of the Premises is more or less than the estimated square
footage above in this Paragraph G, Landlord and Tenant shall execute the
Memorandum set forth in Paragraph Q below to confirm the actual total
rentable square footage. If, for any reason, Tenant fails or refuses to
execute said Paragraph Q, Landlord's sole execution of Paragraph Q shall
be binding upon Tenant to confirm the actual rentable square footage of
the Premises and the initial annual Base Rent.
H. PERMITTED USE: General Office.
I. TERM ("TERM" OR "LEASE TERM" OR "TERM OF THIS LEASE"):
ten (10) years, subject to the Provisions of Paragraph 6.1.
J. BASE RENT (ANNUAL): $286,200.00 payable in monthly installments on the
first (1st) day of each calendar month, subject to adjustments as
provided hereafter in this Lease. The initial Base Rent set forth above
in this Paragraph J is based upon $2.65 per rentable square foot of
Premises. If the actual total rentable square footage as set forth in
Paragraph Q below is different than that set forth in Paragraph G,
above, the initial Base Rent shall be adjusted in accordance with the
actual total rentable square footage as provided in Paragraph Q, below.
Upon execution of this Lease, Tenant shall pay to Landlord the sum of
$23,850.00, representing Base Rent for month one of the Lease term upon
Lease execution.
K. SECURITY DEPOSIT: Shall be payable upon Lease execution in the amount
of $23,850.00.
L-1 LANDLORD'S ANNUAL SHARE OF OPERATING COSTS: Base Year 1994.
L-2 LANDLORD'S ANNUAL SHARE OF PROPERTY TAXES: Base Year 1994.
M. PARKING SPACES: See Addendum I.
N. COMPREHENSIVE GENERAL LIABILITY INSURANCE:
COMBINED SINGLE LIMITED BODILY INJURY AND PROPERTY DAMAGE: $1,000,000.
O. REAL ESTATE BROKERS: Xxxxxxx Realty Corporation, Xxxxxx Commercial
P. MEMORANDUM OF ACTUAL COMMENCEMENT AND EXPIRATION DATES
Commencement Date: ________________, 19___. Expiration Date: __________, 19___
(Which shall always be on the
last day of a calendar month).
___________________________________ ___________________________________
Tenant's Initials Landlord's Initials
Q. MEMORANDUM OF ACTUAL RENTABLE SQUARE FOOTAGE AND INITIAL BASE RENT.
Total Rentable Square Feet: ____________
Initial Annual Base Rent: $ ____________
___________________ ___________________
Tenant's Initials Landlord's Initials
The 33 pages attached hereto, consisting of Paragraphs 1 through 61,
together with the Exhibits listed below, together with Addenda I-IV.
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Exhibit "A" Site Plan Outlining Project
Exhibit "B" Premises Floor Plan
Exhibit "C" Construction and Construction Payment
Exhibit "C-1" Building Standard Improvements
Exhibit "D" Rules and Regulations
TENANT: LANDLORD:
Xxxxxx Comics Entertainment, Inc. 100 WILSHIRE ASSOCIATES
a California Corporation Bank of America NT&SA
Attorney-in-Fact
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
Chief Financial Officer Vice President
Director of Asset Management
Date: Date: 12/8/93
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By: /s/ XXXXXX X. XXXXXXX
----------------------------------
Xxxxxx X. Xxxxxxx
Vice President
Executive Asset Manager
Date: December 8, 1993
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