1
EXHIBIT 10.48
STANDARD INDUSTRIAL SUBLEASE
American Industrial Real Estate Association
[LOGO]
1. PARTIES. This Sublease, dated, for reference purposes only, March 25,
----------------
1997, is made by and between VANS, INC., a Delaware corporation
----------------------------------------------------
(herein called "Sublessor") and XXXXX XXXXXXXXX, INC., a California
------------------------------------------------
corporation, dba XXXXX & SON TRUCKING AND WAREHOUSING
--------------------------------------------------------------------------------
(herein called "Sublessee").
2. PREMISES. Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor for the Term, at the rental, and upon all of the
conditions set forth herein, that certain real property situated in the County
of Los Angeles State of California, commonly known as
-----------------------------
00000 Xxxx Xxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx and described as
-----------------------------------------------------------
set forth on Exhibit A. (See addendum)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Said real property, including the land and all improvements thereon, is
hereinafter called the "Premises".
3. TERM.
3.1 TERM. The term of this Sublease shall be for a period
-----------------------
commencing on July 1, 1997 and ending on February 27, 2000
--------------------- -------------------------------
unless sooner terminated pursuant to any provision hereof. SEE ADDENDUM
3.2 DELAY IN COMMENCEMENT. Notwithstanding said commencement date, if
for any reason Sublessor cannot deliver possession of the Premisses to
Sublessee on said date, Sublessor shall not be subject to any liability
therefore, nor shall such failure affect the validity of this Lease or the
obligations of Sublessee hereunder or extend the term hereof, but in such case
Sublessee shall not be obligated to pay rent until possession of the Premises
is tendered to Sublessee; provided, however, that if Sublessor shall not have
delivered possession of the Premises within sixty (60) days from said
commencement date, Sublessee may, at Sublessee's option, by notice in writing
to sublessor within ten (10) days thereafter, cancel this Sublease, in which
event the parties shall be discharged form all obligations thereunder. If
Sublessee occupies the Premises prior to said commencement date, such occupancy
shall be subject to all provisions hereof, such occupancy shall not advance the
termination date and Sublessee shall pay rent for such period at the initial
monthly rates set forth below. SEE ADDENDUM
4. RENT. Sublessee shall pay to Sublessor as rent for the Premises equal
monthly payments of $40,500 , in advance, on the 1st day of each
------------- ---------
month of the term hereof. Sublessee shall pay Sublessor upon the execution
hereof $ 40,500 as rent for the period of August 1, 1997 to August 31, 1997
--------- ---------------------------------------------------
--------------------------------------------------------------------------------
Rent for any period during the term hereof which is for less than one month
shall be a prorata portion of the monthly installment. Rent shall be payable in
lawful money of the United States to Sublessor at the address stated herein or
to such other persons or at such other places a Sublessor may designate in
writing.
5. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon execution
hereof $ 40,500 as security for Sublessee's faithful performance of
Sublessee's obligations hereunder. If Sublessee fails to pay rent or other
charges due hereunder, or otherwise defaults with respect to any provision of
this Sublease, Sublessor 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 Sublessor may become obligated by reason of
Sublessee's default, or to compensate Sublessor for any loss or damage which
Sublessor may suffer thereby. If Sublessor so uses or applies all or any
portion of said deposit, Sublessee shall within ten (10) days after written
demand therefore deposit cash with Sublessor in an amount sufficient to restore
said deposit to the full amount hereinabove stated and Sublessee's failure to
do so shall be a material breach of this Sublease. Sublessor shall not be
required to keep said deposit separate from its general accounts. If Sublessee
performs all of Sublessee's obligations hereunder, said deposit, or so much
thereof as has not theretofore been applied by Sublessor, shall be returned,
without payment of interest or other increment for its use to Sublessee (or at
Sublessor's option, to the last assignee, if any, of Sublessee's interest
hereunder) at the expiration of the term hereof, and after Sublessee has
vacated the Premises. No trust relationship is created herein between Sublessor
and Sublessee with respect to said Security Deposit.
6. USE.
6.1 Use. The Premises shall be used and occupied only for
warehouse and distribution and uses incidental thereto. (See addendum)
-------------------------------------------------------------------------------
and for no other purpose.
6.2 COMPLIANCE WITH LAW.
(b) Sublease shall, at Sublessee's expense, comply promptly with
all applicable statutes, ordinances, rules, regulations, orders, restrictions
of record, and requirements in effect during the term or any part of the term
hereof regulating the use by Sublessee of the Premises. Sublessee shall not use
or permit the use of the Premiss in any manner that will ten to create waste or
a nuisance or, if there shall be more than one tenant of the building containing
the Premises, which shall tend to disturb such other tenants.
6.3 CONDITION OF PREMISES. Sublessee hereby accepts the Premises in
their condition existing as of the date of the execution hereof, subject to
all applicable zoning, municipal, county and state laws, ordinances, and
regulations governing and regulating the use of the premises, and accepts this
Sublease subject thereto and to all matters disclosed thereby and by any
exhibits attached hereto. Sublessee acknowledges that neither Sublessor nor
Sublessor's agents have made any representation or warranty as to the
suitability of the Premises for the conduct of Sublessee's business.
7. MASTER LEASE
7.1 Sublessor is the lessee of the Premises by virtue of a lease,
hereinafter referred to as the "Master Lease", a copy of which is attached
hereto marked Exhibit 1, dated December 16, 1994 wherein APT - CABOT
----------------- -- -------------------
California II, Inc., assignee of Glico Harmony Foods Corporation
--------------------------------------------------------------------------------
is the lessor, hereinafter referred to as the "Master Lessor".
7.2 This Sublease is and shall be at all times subject and subordinate
to the Master Lease.
7.3 The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and conditions
of the Master Lease except for those provisions of the Master Lease which are
directly contradicted by this Sublease in which event the terms of this
Sublease document shall control over the Master Lease. Therefore, for the
purposes of this Sublease, whereever in the Master Lease the word "Lessor" is
used it shall be deemed to mean the Sublessor herein and wherever in the Master
Lease the word ""Lessee" is used it shall be deemed to mean the Sublessee
herein.
7.4 During the term of this Sublease and for all periods subsequent for
obligations which have arisen prior to the termination of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with,
for the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease except for the following paragraphs which are
excluded therefrom: Addendum Sections 1.4, 1.5, 39, 49
-------------------------------------------------------------
2
7.5 The obligations that Sublease has assumed under paragraph 7.4 hereof
are hereinafter referred to as the "Sublessee's Assumed Obligations". The
obligations that Sublessee has not assumed under paragraph 7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligations".
7.6 Sublessee shall hold Sublessor free and harmless of and from all
liability, judgments, costs, damages, claims or demands, including reasonable
attorney's fees, arising out of Sublessee's failure to comply with or perform
Sublessee's Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire
term of this Sublease, subject, however, to any earlier termination of the
Master Lease without the fault of the Sublessor, and to comply with or perform
Sublessor's Remaining Obligations and to hold Sublessee free and harmless of
and from all liability, judgments, costs, damages, claims or demands arising
out of Sublessor's failure to comply with or perform Sublessor's Remaining
Obligations.
7.8 Sublessor represents to Sublessee that the Master Lease is in full
force and effect and that no default exists on the part of any party to the
Master Lease.
8. Assignment of Sublease and Default.
8.1 Sublessor hereby assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease and all rentals and income arising
therefrom, subject however to terms of Paragraph 8.2 hereof.
8.2 Master Lessor, by executing the Consent attached to this Sublease
agrees that until a default shall occur in the performance of Sublessor's
Obligations under the Master Lease, that Sublessor may receive, collect and
enjoy the rents accruing under this Sublease. However, if Sublessor shall
default in the performance of its obligations to Master Lessor then Master
Lessor may, at its option, receive and collect, directly from Sublessee, all
rent owing and to be owed under this Sublease. Master Lessor shall not, by
reason of this assignment of the Sublease nor by reason of the collection of
the rents from the Sublessee, be deemed liable to Sublessee for any failure of
the Sublessor to perform and comply with Sublessor's Remaining Obligations.
8.3 Sublessor hereby irrevocably authorizes and directs Sublessee, upon
receipt of any written notice from the Master Lessor stating that a default
exists in the performance of Sublessor's obligations under the Master Lease, to
pay to Master Lessor the rents due and to become due under the Sublease.
Sublessor agrees that Sublessee shall have the right to rely upon any such
statement and request from Master Lessor, and that Sublessee shall pay such
rents to Master Lessor without any obligation or right to inquire as to whether
such default exists and notwithstanding any notice from or claim from Sublessor
to the contrary and Sublessor shall have no right or claim against Sublessee
for any such rents so paid by Sublessee.
8.4 No changes or modifications shall be made to this Sublease without
the consent of Master Lessor.
9. Consent of Master Lessor.
9.1 In the event that the Master Lease requires that Sublessor obtain
the consent of Master Lessor to any subletting by Sublessor then, this Sublease
shall not be effective unless, within 10 days of the date hereof, Master Lessor
signs this Sublease or, at Landlord's option, a separate Consent to be attached
to this Sublease, thereby giving its consent to this Subletting.
9.3 In the event that Master Lessor does give such consent then:
(a) Such consent will not release Sublessor of its obligations
or alter the primary liability of Sublessor to pay the rent and perform and
comply with all of the obligations of Sublessor to be performed under the
Master Lease.
(b) The acceptance of rent by Master Lessor from Sublessee or
any one else liable under the Master Lease shall not be deemed a waiver by
Master Lessor of any provisions of the Master Lease.
(c) The consent to this Sublease shall not constitute a consent
to any subsequent subletting or assignment.
(d) In the event of any default of Sublessor under the Master
Lease, Master Lessor may proceed directly against Sublessor, any guarantors or
any one else liable under the Master Lease or this Sublease without first
exhausting Master Lessor's remedies against any other person or entity liable
thereon to Master Lessor.
(e) Master Lessor may consent to subsequent sublettings and
assignments of the Master Lease or this Sublease or any amendments or
modifications thereto without notifying Sublessor nor any one else liable under
the Master Lease and without obtaining their consent and such action shall not
relieve such persons from liability.
(f) In the event that Sublessor shall default in its
obligations under the Master Lease, then Master Lessor, at its option and
without being obligated to do so, may require Sublessee to attorn to Master
Lessor in which event Master Lessor shall undertake the obligations of
Sublessor under this Sublease from the time of the exercise of said option to
termination of this Sublease but Master Lessor shall not be liable for any
prepaid rents nor any security deposit paid by Sublessee, nor shall Master
Lessor be liable for any other defaults of the Sublessor under the Sublease.
9.4 The signatures of the Master Lessor on a separate consent to be
attached to this Sublease and any Guarantors of Sublessor at the end of this
document shall constitute their consent to the terms of this Sublease.
9.6 In the event that Sublessor defaults under its obligations to be
performed under the Master Lease by Sublessor, if such default is cured by
Sublessee then Sublessee shall have the right of reimbursement and offset from
and against Sublessor.
11. Attorney's fees. If any party or the Broker named herein brings an action
to enforce the terms hereof or to declare rights hereunder, the prevailing
party in any such action, on trial and appeal, shall be entitled to his
reasonable attorney's fees to be paid by the losing party as fixed by the
Court. The provision of this paragraph shall inure to the benefit of the Broker
named herein who seeks to enforce a right hereunder.
3
12. ADDITIONAL PROVISIONS. [If there are no additional provisions draw a line
from this point to the next printed word after the space left here. If there
are additional provisions place the same here.]
SEE ADDENDUM
IF THIS SUBLEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR
ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE
REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION RELATING
THERETO.
Executed at VANS, INC.
---------------------------- -------------------------
on By [SIG], Vice Pres & Gen. Counsel
------------------------------------- --------------------------------
address By
-------------------------------- --------------------------------
---------------------------------------- "Sublessor" (Corporate Seal)
XXXXX XXXXXXXXX, INC., a California
corporation, dba
XXXXX & SONS TRUCKING
Executed at AND WAREHOUSING
---------------------------- ------------------------------------
on By [SIG]
------------------------------------- --------------------------------
address By
-------------------------------- --------------------------------
---------------------------------------- "Sublessee" (Corporate Seal)
Executed at
---------------------------- ------------------------------------
on By [SIG]
------------------------------------- --------------------------------
address By
-------------------------------- --------------------------------
---------------------------------------- "Master Lessor" (Corporate Seal)
Executed at
---------------------------- ------------------------------------
on By [SIG]
------------------------------------- --------------------------------
address By
-------------------------------- --------------------------------
---------------------------------------- "Guarantors"
Form 401 778
For these forms call the American Industrial Real Estate Association,
(000) 000-0000
4
ADDENDUM TO STANDARD INDUSTRIAL SUBLEASE
BETWEEN
VANS, INC. and XXXXX XXXXXXXXX, INC.
A CALIFORNIA CORPORATION,
DBA XXXXX & SON TRUCKING AND WAREHOUSING
This Addendum is attached to and made a part of that certain Standard
Industrial Sublease between Vans, Inc. and Xxxxx Xxxxxxxxx, Inc., a California
Corporation, dba Xxxxx & Son Trucking and Warehousing. In the event of any
conflict between this Addendum and the printed form lease, this Addendum shall
control.
1. On June 21, 1997, Sublessee shall have the right, without paying additional
base rent hereunder, but subject to all the other provisions of this
Sublease, to occupy and conduct business in approximately 50,000 square
feet of warehouse and office space located in the Premises and graphically
depicted on Exhibit B attached hereto. In the utilization of such warehouse
and office space, both parties shall take all reasonable actions requested
by the other so as not to interfere with the other's business being
conducted in the Premises, including, without limitation, the activities of
Sublessor in relocating its business from the Premises. Notwithstanding
anything in paragraph 3.2 to the contrary, this Sublease is effective
immediately and Sublessor shall deliver possession to Sublessee of the
50,000 square feet as set forth in Exhibit B, together with allowing
Sublessee full use of the premises restroom and parking facilities.
Sublessee shall pay to Sublessor, on and after August 1, 1997, the
percentage of Base Rent and other payments that the 50,000 square feet
represents of the 126,722 square feet of the building until full possession
is delivered, at which time the full amount of rent shall be paid.
2. The advance rental payment of $40,500 payable by Sublessee to Sublessor
upon execution of this Sublease pursuant to Section 4 of the Sublease
shall be applied toward the rent coming due hereunder on August 1, 1997, it
being the understanding of the parties that no base monthly rental payment
shall be due for the period of July 1, 1997, through July 31, 1997;
provided, however, Sublessee shall be responsible for all other payments
and obligations coming due during such period, including, without
limitation, its share of charges assessed by the Master Lessor for such
period.
Sublessee's Initials: [SIG] Sublessor's Initials: [SIG]
--------- ---------
1
5
3. In addition to the warehouse and distribution uses set forth in Section
6 of this Sublease, Sublessee has indicated to Sublessor that it is the
practice of Sublessee to conduct trading card shows and sales of other
collectibles. Sublessor hereby grants Sublessee the right to use the
Premises for such purposes, together with all other legal uses, subject
to such use being in accordance and in full compliance with all
applicable governmental, zoning and other restrictions.
4. Prior to the commencement date of the Sublease, Sublessor shall, at its
sole cost and expense, remove all warehouse racking systems currently
located at the Premises, clean all carpets located in the office area of
the Premises, restore all in-rack fire sprinkler systems to standard
warehouse height, and return the Premises, including walls, floor and
roof due to removal of racking or other Sublessor property, to the
condition required at lease termination. Sublessor shall indemnify and
hold Sublessee harmless from any and all claims, damages and assessments
arising under the Master Lease regarding the removal of racking and
Sublessor property and damage to the premises therefrom.
5. Notwithstanding anything in the Sublease to the contrary, Sublessee
acknowledges that the Master Lease is a "triple-net" lease and by
executing this Sublease, Sublessee is assuming all obligations of
Sublessor occurring on and after Sublessee occupies the entire premises
(other than as noted in this Sublease) under the Master Lease to perform
all covenants and pay all impositions required to be paid by Sublessor
under the Master Lease (other than the payment of Base Rent to the
Master Lease which shall remain the obligation of the Sublessor).
Accordingly, the rent payable to Sublessor hereunder shall be net of all
charges and obligations due to the Master Landlord under the Master
Lease (other than the payment of Base Rent). Sublessor represents there
are no monetary or other defaults under the Master Lease as of the
Sublease commencement date and shall indemnify and hold Sublessee
harmless from any and all defaults and/or premises damage existing as of
the date Sublessee takes over occupancy of the entire premises,
including reasonable attorneys' fees in defending against any liability
claims. The parties shall each pay their own attorneys' fees and other
costs involved in negotiating the Sublease and Sublessor shall pay all
costs, if any, of broker commissions for subleasing and to Master Lessor
for negotiating the Sublease including, but not limited to, the $250.00
set forth in the Master Lease, paragraph 12.2.
Sublessee's Initials:_______ Sublessor's Initials:_______
2
6
6. Except as set forth in this Addendum, all the terms and conditions in
the Standard Industrial Sublease and Master Lease to which this is
attached shall remain in full force and effect.
7. a. Sublessee agrees that for purposes of the Sublease, the
insurance policy coverage in Master Lease paragraph 8.2 shall be
$2,000,000.00 as opposed to $1,000,000.00. Upon occupancy of
this entire premises, Sublessee insurance policy will provide
coverage for insured contracts as to a lease of premises, which
policy coverage Sublessee will not guarantee but will use its
best efforts to maintain, through the Sublease term provided
said coverage is commercially practical to maintain in
Sublessee's sole discretion. If Sublessee's carrier will allow,
Sublessee agrees to name as an additional insured on its policy
Cabot Partners Limited Partnership.
b. Sublessee shall provide to Master Lessor, for informational
purposes only, a Certificate of Insurance verifying Sublessee's
Workers' Compensation insurance and automobile liability
insurance.
Sublessee's Initials:_______ Sublessor's Initials:_______
3
7
EXHIBIT "A"
Parcel 1:
Parcel 4 of Parcel Map No. 17674, in the City of Industry, County of Los
Angeles, State of California, as per map recorded in Book 195 Pages 63 to 66
inclusive of Parcel Maps, in the office of the County Recorder of said County.
Parcel 2:
A non-exclusive perpetual easement for ingress and egress of pedestrian
and vehicular travel and incidental drainage over and across that portion of
Parcel 3 of Parcel Map 17674, as shown on the map filed in Book 195 Pages 63
through 66 inclusive of Parcel Maps, in the office of the County Recorder of
said County, described as follows:
Beginning at the Southeast corner of said Parcel 3; thence along the Easterly
line of said Parcel 3, the following courses; North 6 degrees 41' 56" West
239.51 feet and North 26 degrees 37' 11" West 28.00 feet to a point on a curve,
concave Northwesterly having a radius of 1958.00 feet, said curve being
concentric with and Southeasterly 3.00 feet from the Northwesterly line of said
parcel 3, a radial line to said point bears South 26 degrees 37' 11" East;
thence Southwesterly 13.00 feet along said curve through a central angle of 0
degrees 22' 39" to a line parallel with and Westerly 13.00 feet from said
Easterly line, thence along said parallel line, the following courses; South 26
degrees 37' 11" East 25.76 feet and South 6 degrees 41' 50" East 237.23 feet to
the Southerly line of said Parcel 3; thence North 83 degrees 18' 04" East 13.00
feet along said Southerly line to the point of beginning, a disclosed within
that certain instrument entitled "Reciprocal Easement and Maintenance Agreement"
recorded April 1, 1988 as Instrument No. 88-447729 Official Records.
8
FORMER VANS DISTRIBUTION FACILITY
00000 Xxxx Xxx Xxxx Xxxxxx, Xxxx xx Xxxxxxxx, Xxxxxxxxxx
[STREET MAP]
