EXHIBIT 10.25
FOURTH AMENDMENT TO LEASE
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This Fourth Amendment to Lease ("Fourth Amendment") is made and
entered into as of December 18, 2000, by and between EOP 10960 WILSHIRE L.L.C.,
a Delaware limited liability company, successor-in-interest to 10960 Property
Corporation, a Delaware corporation ("Landlord"), SABAN ENTERTAINMENT, INC., a
Delaware corporation ("Tenant").
R E C I T A L S:
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A. Original Premises and Third Floor. Landlord and Tenant entered
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into that certain Office Lease dated July 17, 1995 (the "Office Lease"), between
10960 Property Corporation, a California corporation, predecessor-in-interest to
EOP-10960 Wilshire, L.L.C., a Delaware limited liability company, doing business
in California as EOP-10960 Wilshire, LLC, a Delaware limited liability company
("Landlord"), and Saban Entertainment, Inc., a Delaware corporation ("Tenant"),
whereby Landlord leased to Tenant approximately 111,225 rentable square feet of
space located on the second (2nd) , fourth (4th), twenty-second (22nd), twenty-
third (23rd) and twenty-fourth (24th) floors (collectively, the "Original
Premises") of the building located at 00000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx,
Xxxxxxxxxx (the "Building"), as amended by that certain First Amendment to
Office Lease, regarding Tenant's lease of approximately 23,504 rentable square
feet of space on the third (3rd) floor of the Building (the "3rd Floor Expansion
Premises") (the Original Premises and the 3rd Floor Expansion Premises are
collectively referred to herein as the "Premises"), dated August 1, 1997 (the
"First Amendment"); that Second Amendment regarding the installation of
telecommunication equipment on the roof dated December 21, 1998 (the "Second
Amendment"); that certain antenna agreement dated November 1, 1999 (the "Third
Amendment") that certain letter agreement dated January 26, 1998 (the "First
Interim Agreement") (collectively, the "Lease").
B. Fifth, Seventh, Eighteenth and Twentieth Floors. Landlord and
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Tenant subsequently entered into that certain binding letter of intent dated
August 29, 1997 (the "Letter of Intent") whereby Tenant leased approximately
24,161 rentable square feet of space located on the eighteenth (18th) floor of
the Building (the "18th Floor Space"), approximately 23,708 rentable square feet
of space located on the seventh (7th) floor of the Building (the "7th Floor
Space") and approximately 10,427 rentable square feet of space located on the
fifth (5th) floor of the Building (the "5th Floor Space"). Landlord and Tenant
subsequently agreed that Landlord would lease to Tenant and Tenant would lease
from Landlord approximately 24,244 rentable square feet of space located on the
twentieth (20th) floor (the "20th Floor Space") of the Building (the 18th Floor
Space, the 7th Floor Space, the 5th Floor Space and the 20th Floor Space are
collectively referred to as the "Second Expansion Space").
C. Arbitration of Fifth, Seventh, Eighteenth and Twentieth Floors.
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Landlord and Tenant entered into binding arbitration to determine the rental
rate for Tenant's lease of the Second Expansion Space, and in connection
therewith Landlord and Tenant entered into that certain arbitration agreement
(the "Arbitration Agreement"), dated May, 1998, whereby Landlord and Tenant set
forth the procedure to be used for the arbitration of the rental rate and other
terms for the Second Expansion Space. Furthermore, Landlord and Tenant entered
into the
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First Interim Agreement, whereby Landlord and Tenant agreed upon certain terms
of Tenant's lease of the Second Expansion Space and awaited the results of other
terms which would result from the arbitration.
D. Tenth Floor. Tenant attempted to exercise its right pursuant to
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Section 1.5 of the Lease, to lease approximately 23,847 rentable square feet of
space on the tenth (10th) floor (the "10th Floor Space") of the Building. A
dispute arose between the parties regarding whether a binding contract existed
between the parties as of December 30, 1999 regarding the lease of the 10th
Floor Space. The parties agreed that Tenant would lease the 10th Floor Space
from Landlord and Landlord would lease the 10th Floor Space to Tenant with the
only issue being what the rental rate and tenant improvement allowance would be
for the 10th Floor Space. The parties agreed that Tenant would be deemed to
have validly exercised its right to lease the 10th Floor Space and the dispute
(limited to whether the rate for such space would be the rate proposed by
Landlord or a market rate determined by arbitration) was submitted to binding
arbitration.
E. First Arbitration Results; Fourth Amendment. The arbitration
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determined (a) that the rental rates for Tenant's lease of the Second Expansion
Space would be as set forth in Tenant's offer to Landlord and (b) that Tenant
would lease the 10th Floor Space at the rate set forth in Landlord's offer to
Tenant for such space as more specifically set forth in the award by arbitrator
Xxxxx Xxxxxxxx which award was incorporated in a letter dated March 3, 2000
("Award") to Xx. Xxxxx X. Xxxxxx and Xx. Xxxxxxx X. Xxxxx. The Award was
accepted and reconfirmed by Landlord and Tenant pursuant to an April 13, 2000
letter from Tenant to Landlord which was executed by both Landlord and Tenant.
The results of the arbitration and the Award shall be commemorated by the
parties in this Fourth Amendment, as set forth in Section 4 of the Second
Interim Agreement.
F. Fifth, Sixth and Eighth Floors. Landlord and Tenant entered into
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an interim agreement, dated July 26, 2000 (the "Second Interim Agreement")
whereby Landlord agreed to lease to Tenant and Tenant agreed to lease from
Landlord approximately 13,187 rentable square feet of space on the fifth (5th)
floor (the "Additional 5th Floor Space"), 23,659 rentable square feet of space
on the sixth (6th) floor (the "6th Floor Space"), and approximately 23,731
rentable square feet of space located on the eighth (8th) floor (the "8th Floor
Space") of the Building (collectively, the approximately 60,577 rentable square
feet of space shall be referred to herein as the "Third Expansion Space").
Attached to the Second Interim Agreement was a Second Amendment to Guaranty,
whereby Landlord and Tenant agreed that the aggregate liability of the
Guarantors, The News Corporation Limited, a South Australian corporation, and
News Publishing Australia Limited, a Delaware corporation, is $6,608,653.25,
subject to reductions as set forth in the Second Amendment to Guaranty.
Pursuant to the Second Interim Agreement, Landlord and Tenant agreed upon
certain temporary terms of Tenant's lease of the Third Expansion Space until the
parties could agree on permanent terms. Landlord and Tenant have agreed upon
the terms of Tenant's lease of such space, the terms of which are set forth
below.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows.
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A G R E E M E N T:
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1. Defined Terms. Except as explicitly set forth in this Fourth
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Amendment, each initially capitalized term when used herein shall have the same
respective meaning as is set forth in the Lease.
2. Tenant's Lease of the Premises. Tenant shall continue to lease
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the Premises from Landlord upon the terms set forth in the Office Lease and the
First Amendment.
3. Deletions of Previous Agreements. Landlord and Tenant hereby
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acknowledge and agree that as of the mutual execution and delivery of this
Fourth Amendment, the First Interim Agreement, which sets forth temporary terms
for Tenant's lease of the Second Expansion Space, and the Second Interim
Agreement, which sets forth temporary terms for Tenant's lease of the Third
Expansion Space, are hereby deleted in their entirety and of no further force
and effect. The terms of Tenant's lease of the Second Expansion Space and the
Third Expansion Space shall be as set forth in this Fourth Amendment.
4. Second Expansion Space. Pursuant to the Award, the following
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terms shall apply to Tenant's lease of the Second Expansion Space. Except as
set forth below, Tenant's lease of the Second Expansion Space shall in all
respects be in accordance with the terms of the Lease.
4.1 5th Floor Space. The term of Tenant's lease of the 5th Floor
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Space commenced on September 20, 1997. Tenant shall pay Base Rent for the 5th
Floor Space in the amount of $22,730.86 per month (i.e. $2.18 per rentable
square foot times 10,427 rentable square feet). Tenant shall be entitled to an
improvement allowance in connection with Tenant's lease of the 5th Floor Space
in the amount of $312,810.00 (i.e. $30.00 per rentable square foot times 10,427
rentable square feet) and a space planning allowance in the amount of $1,564.05
(i.e. $0.15 per usable square foot times 10,427 rentable square feet). Tenant
shall have the right to rent from Landlord pursuant to Section 28.1 of the Lease
up to an additional 34 parking passes rented by Tenant in connection with
Tenant's lease of the 5th Floor Space, of which 1 space per each 1,000 rentable
square feet shall be for a reserved parking space in an amount equal to eighty
percent (80%) of the prevailing rate being charged for parking at the Building.
4.2 7th Floor Space. The term of Tenant's lease of the 7th Floor
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Space commenced on September 20, 1997. Tenant shall pay Base Rent for the 7th
Floor Space in the amount of $51,683.44 per month (i.e. $2.18 per rentable
square foot times 23,708 rentable square feet). Tenant shall be entitled to an
improvement allowance in connection with Tenant's lease of the 7th Floor Space
in the amount of $711,240.00 (i.e. $30.00 per rentable square foot times 23,708
rentable square feet) and a space planning allowance in the amount of $3,556.20
(i.e. $0.15 per usable square foot times 23,708 rentable square feet). Tenant
shall have the right to rent from Landlord pursuant to Section 28.1 of the Lease
up to an additional 78 parking passes in connection with Tenant's lease of the
7th Floor Space, of which 1 space per each 1,000 rentable square feet shall be
for a reserved parking space in an amount equal to eighty percent (80%) of the
prevailing rate being charged for parking at the Building.
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4.3 18th Floor Space. The term of Tenant's lease of the 18th Floor
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Space commenced on January 1, 1998. Tenant shall pay Base Rent for the 18th
Floor Space in the amount of $55,087.08 per month (i.e. $2.28 per rentable
square foot times 24,161 rentable square feet). Tenant shall be entitled to an
improvement allowance in connection with Tenant's lease of the 18th Floor Space
in the amount of $1,011,690.00 (i.e. $45.00 per usable square foot times 22,482
usable square feet) and a space planning allowance in the amount of $3,372.30
(i.e. $0.15 per usable square foot times 22,482 usable square feet). Tenant
shall have the right to rent from Landlord pursuant to Section 28.1 of the Lease
up to an additional 79 parking passes rented by Tenant in connection with
Tenant's lease of the 18th Floor Space, of which 1 space per each 1,000 rentable
square feet shall be for a reserved parking space in an amount equal to eighty
percent (80%) of the prevailing rate being charged for parking at the Building.
4.4 20th Floor Space. The term of Tenant's lease of the 5th Floor
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Space commenced on May 17, 1998. Tenant shall pay Base Rent for the 20th Floor
Space in the amount of $55,276.32 per month (i.e. $2.28 per rentable square foot
times 24,244 rentable square feet). Tenant shall be entitled to an improvement
allowance in connection with Tenant's lease of the 20th Floor Space in the
amount of $1,015,065.00 (i.e. $45.00 per usable square foot times 22,557 usable
square feet) and a space planning allowance in the amount of $3,383.55 (i.e.
$0.15 per usable square foot times 22,557 usable square feet). Tenant shall have
the right to rent from Landlord pursuant to Section 28.1 of the Lease up to an
additional 80 parking passes rented by Tenant in connection with Tenant's lease
of the 20th Floor Space, of which 1 space per each 1,000 rentable square feet
shall be for a reserved parking space in an amount equal to eighty percent (80%)
of the prevailing rate being charged for parking at the Building.
5 10th Floor Space. Tenant's lease of the 10th Floor Space shall
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commence on October 30, 2000 (i.e. one hundred twenty (120) days following
delivery of the 10th Floor Space to Tenant, which occurred on July 1, 2000) and
shall expire on the Lease Expiration Date. Tenant shall pay Base Rent for the
10th Floor Space in the amount of $72,733.35 per month (i.e. $3.05 per rentable
square foot times 23,847 rentable square feet). Tenant shall be entitled to an
improvement allowance in connection with Tenant's lease of the 20th Floor Space
in the amount of $166,929.00 (i.e. $7.00 per rentable square foot times 23,847
rentable square feet). Tenant shall have the right to rent from Landlord
pursuant to Section 28.1 of the Lease up to an additional 79 parking passes
rented by Tenant in connection with Tenant's lease of the 10th Floor Space, of
which 1 space per each 1,000 rentable square feet shall be for a reserved
parking space, at the prevailing rates being charged for parking at the
Building. Except as set forth above, Tenant's lease of the 10th Floor Space
shall in all respects be in accordance with the terms of the Lease.
6 Third Expansion Space. Except as set forth below, Tenant's lease of
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the Third Expansion Space shall in all respects be in accordance with the terms
of the Lease.
6.1 Term. Tenant's lease of the Third Expansion Space commenced on
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July 10, 2000 (i.e. one hundred fifty (150) days following the date Landlord
delivered to Tenant the substantially completed "base building" (as defined in
Section 1.5 of the Office Lease) of the Third Expansion Space, which delivery
occurred on February 9, 2000). Tenant's lease of the Third Expansion Space shall
expire on the Lease Expiration Date.
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6.2 Rent. During the first five (5) Lease Years of Tenant's lease
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of the Third Expansion Space, Tenant shall pay Base Rent for the Third Expansion
Space in the amount of $163,557.90 per month (i.e. $2.70 per rentable square
foot times 60,577 rentable square feet). Following the fifth (5th) anniversary
of the commencement of Tenant's lease of the Third Expansion Space, Tenant shall
pay Base Rent for the Third Expansion Space in the amount of $178,702.15 per
month (i.e. $2.95 per rentable square foot times 60,577 rentable square feet).
6.3 Termination Right. The terms of Section 2.3.1 of the Office
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Lease shall be applicable to the Third Expansion Space as if such space were
included in the Initial Premises leased by Tenant, provided that the Termination
Fee applicable to the Third Expansion Space shall equal the "Unamortized Value
as of the Termination Date" of the "Concessions" applicable to the Third
Expansion Space, as calculated pursuant to the term of Section 2.3.2 of the
Office Lease.
6.4 Tenant Improvement Allowance. Tenant shall be entitled to an
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improvement allowance in connection with Tenant's lease of the Third Expansion
Space in the amount of $1,451,424.90 (i.e. $23.96 per rentable square foot times
60,577 rentable square feet) (the "Third Expansion Space Allowance"). The
disbursement of the Third Expansion Space Allowance shall be in accordance with
the terms of Section 2.2.2 of the Tenant Work Letter.
6.5 Measurement of Third Expansion Space. Landlord and Tenant
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hereby acknowledge and agree that the square footages of the Additional 5th
Floor Space, the 6th Floor Space and the 8th Floor Space are deemed to be as set
forth herein, and shall not be subject to remeasurement.
7. Current Terms of Tenant's Lease. Following the mutual execution
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and delivery of this Fourth Amendment, the terms of the Lease shall be as set
forth below. The Lease Expiration Date is March 31, 2006.
Portion of the Rentable Square Monthly Base
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Premises Footage Rent Tenant's Share Base Year
-------- ------- ---- -------------- ---------
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Original 111,125 $263,102.70 20.86% 1996
Premises through March
31, 2001;
$313,153.95 -
Lease Expiration
Date
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3/rd/ Floor 23,504 $51,708.000 4.41% 1998
Expansion through 2/15/02;
Premises $ 56,409.60 -
2/16/02 - Lease
Expiration Date
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5/th/ Floor Space 10,427 $22,730.86 1.92% 1998
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7/th/ Floor Space 23,708 $51,683.44 4.36% 1998
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Portion of the Rentable Square Monthly Base
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Premises Footage Rent Tenant's Share Base Year
-------- ------- ---- -------------- ---------
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18/th/ Floor Space 24,161 $55,087.08 4.44% 1998
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20/th/ Floor Space 24,244 $55,276.32 4.46% 1998
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10/th/ Floor Space 23,847 $72,733.35 4.39% 2000
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Additional 5/th/ 13,187 $35,604.90 4.35% 2000
Floor Space through 7/9/05
$38,901.65
Lease Expiration
Date
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6/th/ Floor Space 23,659 $63,879.30 2.42% 2000
through 7/9/05
$69,794.05 -
Lease Expiration
Date
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8/th/ Floor Space 23,731 $64,073.70 4.36% 2000
through 7/9/05;
$ 70,006.45 -
Lease Expiration
Date
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Date
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Totals 301,593 See Above 55.97% N/A
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8. Reconciliations. Upon the full execution and delivery of this Fourth
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Amendment, Landlord and Tenant shall reconcile the amounts paid and received
pursuant to the terms of the First Interim Agreement and the Second Interim
Agreement, against the amounts determined to be due pursuant to this Fourth
Amendment, and any party which shall have underpaid or been overpaid any amount
shall pay the appropriate party the amount due based upon such reconciliation
within ten (10) business days following the full execution and delivery of this
Fourth Amendment.
9. Allocation of Tenant Improvement Allowances. The Tenant Improvement
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Allowances for the various portions of the Premises shall be disbursed by
Landlord pursuant to Section 2.2.2 of the Tenant Work Letter; provided, however,
that the allowances may be allocated by Tenant, provided such allocation
otherwise complies with the terms of this Tenant Work Letter, between the
various portions of the Premises, so that, for example, a portion of the
allowance described in Section 4.1 of this Third Amendment, which relates to
Tenant's lease of the 5th Floor Space, may be utilized by Tenant for
improvements in the 7th Floor Space.
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10. Counterparts. This Fourth Amendment may be executed in counterparts,
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each of which shall be deemed an original, but such counterparts, when taken
together, shall constitute one agreement.
11. Binding Effect. The provisions of this Fourth Amendment shall be
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binding upon and inure to the benefit of the heirs, representatives, successors
and permitted assigns of the parties hereto.
12. Conflict. Except as explicitly set forth in this Fourth Amendment, all
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of the terms and provisions of the Lease are unmodified and shall remain in full
force and effect.
13. Audit Rights. Landlord hereby acknowledges and agrees that Xx. Xxxxx
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Xxxxxx and Cyberlease (collectively, the "Auditors") have been approved to audit
Landlord's books and records pursuant to the terms of Section 4.6 of the Lease;
subject to the Auditors executing a commercially reasonable confidentiality
agreement. Tenant shall instruct the Auditors to keep the results of the audit
strictly confidential.
By its execution of this Fourth Amendment, the undersigned, Guarantor under the
above-modified Lease, hereby consents to the foregoing modifications of the
Lease and hereby reaffirms its obligations pursuant to the Guaranty with respect
to the Lease as modified hereby.
THE NEWS CORPORATION LIMITED, a South Australian corporation
By: ILLEGIBLE
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Its: Director
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By: _________________________________________
Its:_____________________________________
NEWS PUBLISHING AUSTRALIA LIMITED, a Delaware corporation
By: ILLEGIBLE
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Its: Vice President
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By: _________________________________________
Its: ____________________________________
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Second Interim
Agreement to be executed on the day and date 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 Offices Properties Trust, a Maryland
real estate investment trust, its managing
general partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President
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"Tenant":
SABAN ENTERTAINMENT, INC.,
a Delaware corporation
By: ILLEGIBLE
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Its: _________________________
By: ______________________________
Its: _________________________
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