SECOND AMENDMENT TO LEASE
SUBLESSOR: GENERAL TEXTILES, a California corporation
SUBLESSEE: FOTOBALL, USA, Inc.
WITNESSETH
SUBLESSOR AND SUBLESSEE have entered into that certain Sublease
dated June 19, 1997 and First Amendment to Lease dated March 31, 1998
(collectively the "Sublease"), with respect to the real property located
in the County of San Diego, the State of California, which is more
particularly described as 0000 Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx
consisting of twenty-two thousand five hundred and thirty (22,530)
square feet of retail space("Premises") located in the southwest portion
of the building.
The parties wish to Amend the Sublease on this 12th day of May,
1998, as follows:
1. Premises: Sublessor and Sublessee agree to expand the Premises by
approximately an additional 18,818 square feet ("the Additional
Premises") located in the southwest portion of the building immediately
west of the Premises as shown on Exhibit "A".
2. Terms: Subject to Paragraph 4 below, the term for the Additional
Premises shall be month-to-month commencing on May 13, 1998 and shall be
leased on all terms and conditions of the Sublease including monthly
rent of $0.44 per square foot ($8,279.92). The Additional Premises is
subject to an existing
expansion option. Therefore, the Sublessee agrees to vacate the
Additional Premises within fourteen (14) days of receiving verbal or
written notice ("Notice Period'") from the Sublessor. Written notice
may be given either by facsimile, overnight delivery service or mail.
On the vacation date, the Additional Premises shall be broom clean and
in the same condition as it was prior to the Sublessee's occupancy
including closing the opening in the drywall demising wall. Any tenant
improvement, alarm and/or utility work to restore the Additional
Premises to its condition existing prior to Sublessee's occupancy shall
be completed prior to the end of the Notice Period by the Sublessor and
reimbursed by the Sublessee to the Sublessor as additional rent under
the Sublease within fifteen (15)days of Sublessor's request for
reimbursement.
3. A. Tenant Improvements: Sublessee will construct the following
tenant improvements at Sublessee's sole cost and expense:
1. Construct a secured passageway between the Premises and the
Additional Premises. Construction of this opening is approved with
this document.
2. Secure the Additional Premises from the adjacent tenant's
Premises, if required.
B. Any additional tenant improvement work shall be approved by the
Sublessor and Master Lessor prior to the commencement of the tenant
improvements.
C. The Sublessee agrees to reimburse the Sublessor for any
associated work required on the Building, alarm system and/or
utilities due to the adding of the Additional Premises. Such
reimbursement shall be made by the Sublessee to the Sublessor as
additional rent under the Sublease within fifteen (l5) days of
Sublessor's request for reimbursement.
4. Term Extension Rights: Sublessee has exercised an option to extend
the term of the Sublease so that the term of the Sublease with respect
to the 22,530 square feet of the Premises initially subleased expires on
July 13, 2000. Sublessee also has one further extension option to extend
the term for an additional one year period. As indicated in Paragraph 2
above, the Additional Premises is subject to an existing expansion
option of another tenant (the "Existing Expansion Option"). In the event
the Existing Expansion Option is not exercised, Sublessor shall provide
notice thereof to Sublessee and the term of the sublease of the
Additional Premises shall be modified to be coterminous with the term of
the sublease of the original Premises of 22,530 square feet and, in such
event, the extension option of the Sublessee shall also apply to the
Additional Premises. During the time period that Sublessee subleases the
Additional Premises on a month to month basis, Sublessee shall not have
any right to extend the term of the sublease of the Additional Premises
for any extension periods as provided in the Sublease.
Except as modified hereinabove, all other terms and conditions of
said Sublease shall remain in full force and effect.
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
FOTOBALL, USA, Inc. XXXXXX SAN DIEGO CORPORATION
"SUBLESSEE" "MASTER LESSOR"
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxx
--------------------- ---------------------
Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxx,
President, CFO Asset Manager
Dated: June 1, 1998 Dated: May 18, 1998
ACCEPTED AND AGREED TO:
GENERAL TEXTILES a
California corporation
"SUBLESSOR"
By: /s/ Xxxxx Xxxxx
------------------
Xxxxx Xxxxx
CFO
Dated: May 26, 1998
General Textiles, Inc.
0000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
(000) 000-0000
(000) 000-0000 (fax)
September 29, 0000
Xxx Xxxxxxxxx & X.X. Xxxx
Xx. Xxxxxxx Xxxxxx
Fotoball USA, Inc.
0000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Re: Sublease dated June 19, 1997 between General Textiles.
Inc.("Sublessor") and Fotoball USA, Inc. ("Sublessee") as amended on
March 31, 1998, May 12, 1998 and June 4, 1998 (collectively, as amended,
the "Sublease") relative to the original premises consisting of 22,608
square feet (the `'Original Premises") and additional premises
consisting of 18,818 square feet (the "Additional premises") at 0000
Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx (the Original Premises and the
Additional Premises shall be collectively referred to as the
("Premises")
Dear Xx. Xxxxxx:
This letter sets forth our agreement to amend the Sublease as follows:
1. As referenced in Paragraph 4 of the Second Amendment to the sublease
dated May 12, 1998, the "Existing Expansion Option" (as defined therein)
was not exercised by the other subtenant with respect to the Additional
Premises. Accordingly, as required by Paragraph 4, the term of the
Additional Premises shall no longer be on a month-to-month basis, and
the term of both the Original Premises and the Additional Premises shall
now be coterminous and expire on July 13, 2000. In addition, Sublessee
shall have one(l) option (the "Option") to extend the term of the
Sublease for one(l) year to commence on July 14, 2000 and expire on July
13, 2001. Sublessee must give Sublessor one hundred eighty (180) days
prior written notice in order to exercise the option to extend the term
as; provided above. In the event such notice is not given by the date
required herein, Sublessee shall have no further right to extend the
term.
2. Sublessor currently subleases to another subtenant an additional
18,624 square feet (the "Expansion Premises") that is adjacent to the
Additional Premises. The sublease of the other subtenant for the
Expansion Premises currently expires on February 28, 1999. Commencing
on March 1, 1999, Subleasee hereby agrees to sublease from Sublessor,
and Sublessor hereby agrees to sublease to Sublessee, the Expansion
Space for the term, at the rental, and upon all the terms and conditions
of the Sublease, as amended in this letter. Effective March 1,1999 the
Premises shall include the Original Premises. Additional Premises and
Expansion Premises, consisting of a total of 60,050 square feet. The
term for the Expansion Premises shall be coterminous with the term of
the Original Premises and the Additional Premises and shall expire on
July 13, 2000. In the event Sublessee elects to exercise the Option to
extend the term for one year, such Option must be exercised for all of
the Premises (i.e., the Option will be deemed to be for the Original
Premises, Additional Premises and Expansion Premises). Sublessee shall
not be permitted to exercise the Option for less than all of the
Premises (as collectively defined herein).
3. Sublessee acknowledges that it is subleasing the Expansion Premises
from Sublessor in its "as is" condition. All improvements to be made to
the Expansion Premises (or any other portion of the Premises) by
Sublessee are subject to the written approval of Sublessor and Master
Lessor prior to the commencement of any work by Sublessee. Any
improvements to the Expansion Premises (or any other portion of the
Premises) shall be performed at Sublessee's sole cost and expense, in
good workmanlike manner and in accordance with all applicable laws and
regulations. Sublessee agrees to reimburse Sublessor, as additional
rent within fifteen (15) days of request, for any associated work
required on the Building, alarm system and/or utilities due to the
addition of the Expansion Premises. Upon the expiration of the term of
this Sublease, Sublessee shall vacate the Premises in broom clean
condition and in the same condition it was prior to Sublessee's
occupancy, ordinary wear and tear excepted.
4. Commencing on March 1, 1999 and for each month thereafter during the
term of this Sublease (including the Option term), Sublessee: agrees to
reimburse Sublessor, as additional rent within fifteen (15) days of
request, for any amounts that Sublessor is required to pay to Master
Lessor under the Master Lease for Common Area Operating Expenses, Real
Property Taxes and Insurance that are attributable to the Original
Premises, Additional Premises and Expansion Premises during the term of
this Sublease.
5. Sublessee currently pays monthly installments of base rent for the
Original Premises and Additional Premises equal to forty-four cents
($.44) per square: foot per month far a total of $18,227.44 per month.
Subject to any adjustment to the base rent as provided below, commencing
March 1, 1999, Sublessee shall pay base rent for the Expansion Premises
at the rate of forty-four cents ($.44) per square foot per month, which
equals $8, l94,56 per month. Subject to any adjustment required below,
the total base rent payable by Sublessee commencing on March 1,1999 for
the entire Premises shall be $26,422.00. Sublessee acknowledges that the
base rent that Sublessor is required to pay to Master Lessor is subject
to annual increases of three percent (3%) per year, with the next
increase to occur on April 1, 1999, Sublessee agrees to increase the
base rent that it pays to Sublessor during the term hereof to cover the
cost of any such increase imposed by the Master Lease.
Please sign an original of this letter and return it to me indicating
your agreement with the foregoing terms and conditions. Thanks for your
assistance.
Sincerely,
Sublessor
General Textiles, Inc.
The foregoing terms and conditions are accepted and agreed to:
Sublessee
Fotoball USA, Inc.
By: /s/ Xxxxxxx Xxxxxx
-------------------
Its: President/CFO
-------------------
Dated: 9/29/98
-------------------
The foregoing amendment to the Sublease is consented to:
Master Lessor
Ruffin San Diego Corporation
