Exhibit 10.25
SECOND AMENDMENT TO GUARANTY LEASE
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THIS SECOND AMENDMENT TO GUARANTY OF LEASE (this "Second Amendment to
Guaranty") is made as of July 26, 2000, by and between EOP-10960 Wilshire,
L.L.C., a Delaware limited liability company, doing business in California as
EOP-10960 Wilshire, LLC, a Delaware limited company ("Landlord") and The News
Corporation Limited, a South Australian corportion, and New Publishing Australia
Limited, a Delaware corporation (collectively, "Guarantor").
R E C I T A L S:
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WHEREAS, the 10880 Property Corporation, a Delaware corporation,
predecessor-in-interest to Landlord, and Saban Entertainment, Inc., a Delaware
corporation ("Tenant"), entered into that certain Office Lease, dated July 17,
1995, as amended by that certain First Amendment to Lease ("First Amendment"),
dated August 1, 1997; that certain Second Amendment to Lease (the "Second
Amendment") dated December 31, 1998; that certain letter agreement dated January
26, 1998 (the "First Letter Agreement") and that certain First Amendment to
Guaranty dated January 26, 1998 (the "First Amendment to Guaranty")
(collectively, the "Lease") concerning premises located at 00000 Xxxxxxxx
Xxxxxxxxx, in the City of Los Angeles, County of Los Angeles, State of
California;
WHEREAS, Guarantor executed that certain Guaranty of Lease, dated August 1,
1997 (the "Guaranty"), in favor of Beacon Properties, L.P., a Delaware limited
partnership ("Beacon"), predecessor-in-interest to Landlord, as a condition
precedent to Beacon's execution of the First Amendment;
WHEREAS, Landlord and Tenant desire to enter into that certain interim
agreement, dated as of the date hereof (the "Interim Agreement"); and
WHEREAS, Landlord would not execute the Interim Agreement if Guarantor did
not execute and deliver this Second Amendment to Guaranty.
A G R E E M E N T
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NOW, THEREFORE, for and in consideration of the execution of the foregoing
Interim Agreement by Landlord and Tenant and as a material inducement to
Landlord to execute said Interim Agreement, Landlord and Guarantor agree as
follows:
1. Maximum Liability Amount. Section 23 of the Guaranty is hereby
deleted in its entirety and is replaced with the following:
"23. Limitation of Aggregate Liability. The aggregate
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liability of the Guarantor under this Guaranty shall be
limited to $6,608,653.24 (the "Maximum Liability Amount").
Notwithstanding the foregoing, provided that an Event of
Default is not then in existence under the Lease, on each
of July 17, 2001 and
July 17, 2002, the Maximum Liability Amount under this
Guaranty shall be reduced on a straight line basis, in
two (2) equal installments. Notwithstanding anything
to the contrary set forth in this Guaranty, the
Maximum Liability Amount under this Guaranty (A) shall
not be reduced by amounts recovered or collected by
Landlord from Tenant or Guarantor, to the extent such
amounts are reimbursement for (i) expenses incurred by
Landlord in collecting or attempting to collect
amounts due Landlord under the Lease or this Guaranty,
including, but not limited to, attorneys' fees and
costs, and (ii) late charges and interest due under
the Lease, and (B) shall not decrease as set forth
above if, as of the date of any schedule decrease, an
Event of Default exists under the Lease, provided
that upon the cure of any such Event of Default, at
that time, the Maximum Liability Amount under this
Guaranty shall be appropriately reduced as if such
default had not occurred."
2. Reaffirmation. By its execution of this Second Amendment to the
Guaranty, the undersigned hereby consent to the Interim Agreement, and hereby
reaffirms its obligations pursuant to the Guaranty, as modified hereby, with
respect to the Lease, as modified by the Interim Agreement.
3. No Further Modification. Except as specifically set forth in this
Second Amendment to Guaranty, all of the terms and provisions of the Guaranty
are unmodified and shall remain in full force and effect.
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IN WITNESS WHEREOF, Landlord and Guarantor have executed this Second
Amendment to Guaranty as of the day and year first above written.
"LANDLORD":
EOP-10960 WILSHIRE, L.L.C., a Delaware
limited liability company
By: EOP-Operating Limited Partnership, a
Delaware limited partnership, its
sole member
By: Equity Office Properties Trust,
a Maryland real estate
investment trust, its managing
general partner
By: /s/ Xxxxx X. Xxxxx
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Name XXXXX X. XXXXX
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Title Senior Vice President
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"Guarantor"
THE NEWS CORPORATION LIMITED, a South
Australian Corporation
By: /s/ Xxxxx X' Xxxxx
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XXXXX X'XXXXX
Its: Secretary
NEWS PUBLISHING AUSTRALIA LIMITED, a
Delaware corporation
By: /s/ Xxxxx Xxxxxxxxx
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XXXXX XXXXXXXXX
Its: Vice President
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