1
EXHIBIT 10.6
SUBLEASE AGREEMENT
------------------
SECURITY PACIFIC TOWER
----------------------
THIS SUBLEASE is made as of this 17th day of April, 1996, by and between
Olympic Capital Management, Inc., a Washington Corporation ("Subsublessor") and
go2net, Inc., a Delaware corporation ("Subsublessee").
UNICO PROPERTIES, INC., a Delaware corporation, as "Landlord," and ▇▇▇▇▇▇ &
▇▇▇▇, a professional service corporation, as "Tenant," entered into that certain
Agreement of Lease dated May 8, 1987 (the "Lease"), which is attached as Exhibit
A. The Lease covers approximately 44,564 square feet of office space which is
located in the Security Pacific Tower (formerly known as the Rainier Bank
Tower), ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (hereinafter referred to as "the
Premises"). Tenant assigned the Lease to Pacific First Center Partnership, a
Washington general partnership ("PFCP"), pursuant to that certain Assignment of
Lease, Assumption of Obligations Thereunder and Consent Thereto (Security
Pacific Tower) attached hereto as Exhibit B (the "Assignment"). PFC Holdings, a
Washington general partnership ("Sublessor") has succeeded to the interest of
PFCP under the Lease. Nothing in this Sublease shall be construed to amend the
Assignment in any manner whatsoever.
On June 1, 1989, Sublessor entered into a Sublease Agreement (the "Underlying
Sublease") with Olympic Capital Management, as Sublessee thereunder, for 7,166
square feet ("Sublease Premises") located on the 33rd floor of the Premises in
the area shown on the space plan attached hereto as Exhibit C. Subsublessee
wishes to sublease from Subsublessor all of the Subleased Premises and Sublessor
hereby consents to the sublease of the Subleased Premises to Subsublessee on the
terms set forth in this Sublease.
NOW THEREFORE, the parties agree as follows:
1. TERMS AND CONDITIONS. This Sublease is subject to all of the terms
and conditions of the Underlying Sublease and the Assignment except as otherwise
noted or contrary to the provisions herein, and Subsublessee hereby assumes and
agrees to perform all of the obligations of Subsublessor and Tenant under the
Lease to the extent said terms and conditions are applicable to the Subleased
Premises. Subsublessee shall not commit or permit to be committed on the
Subleased Premises any act or omission which shall violate any term or condition
of the Lease.
2. USE OF SUBLEASE PREMISES. The Subleased Premises shall be used and
occupied only for general office purposes and for no other use or purpose
without the prior written approval of Sublessor and Landlord.
3. TERM. The term of this Sublease shall commence April 26, 1996 (the
"Sublease Commencement Date") and shall terminate on July 30, 1997. Subsublessee
shall have no right to extend the term of this Sublease, notwithstanding the
provisions of the Lease regarding extension. Subsublessee may occupy the
Subleased Premises on the Sublease Commencement Date.
Page 1
2
4. INITIAL GROSS RENT AND ADDITIONAL RENT. Subsublessee shall pay
Subsublessor directly a rental as defined in the schedule below, payable in
advance on the first day of each calendar month:
Monthly Rent Installment Gross
Months Monthly Rent
------ ------------
April 1996 $ 0.00
May 1996 $1,250.00
June 1, 1996 - July 31, 1997 $7,166.00
5. CONSENT OF SUBLESSOR. In each instance where the Sublease requires
the consent of the Landlord, Subsublessee agrees that the consent of the Tenant,
Sublessor and Subsublessor shall also be required. Sublessor and Subsublessor
agrees to not unreasonably withhold or delay their consent in connection with
any matter which has been consented by Tenant and Landlord.
6. LIMITATION OF SUBLESSOR'S LIABILITY. In consideration of the
benefits accruing under this Sublease, Subsublessee and all successor and
assigns covenant and agree that in the event of any actual or alleged failure,
breach or default under this Sublease by Sublessor: (a) the sole and exclusive
remedy shall be against the partnership which is the Sublessor and its
partnership assets; (b) no partner of Sublessor shall be sued or named as a
party in any suit or action (except as may be necessary to secure jurisdiction
over the partnership); (c) no service or process shall be made against any
partner of Sublessor (except as may be necessary to secure jurisdiction over the
partnership); (d) no judgment will be taken against any partner of Sublessor;
(e) no writ of execution will ever be levied against the assets of any partner
of Sublessor except the partnership assets; (f) the covenants and agreements are
enforceable both by Sublessor and also by any partner of Sublessor; and (g) each
of the covenants and agreements contained in this paragraph shall be applicable
to any covenant or agreement either expressly contained in this Sublease or
imposed by statute or common law.
7. TRANSFER OF SUBLESSOR'S INTEREST. In the event Sublessor transfers
its interest in the lease to a party approved by Landlord, other than a transfer
for security purposes only, Sublessor shall be relieved of any obligations under
this Sublease after the effective date of that transfer. In such event the
approved new Sublessor shall be liable and shall assume in writing all
obligations, terms and conditions of Sublessor under this Sublease.
8. PREPAID RENT. As security for the performance of this Sublease by
Subsublessee, Subsublessee has paid to Subsublessor the deposit of $14,332.00
hereof, receipt of which is hereby acknowledged. This represents both the June
1996 rent and July 1997 rent.
9. ASSIGNMENT AND SUBLETTING. Subsublessee shall not assign this
Sublease or sublet all or any part of the Premises without the prior written
consent of Sublessor and Subsublessor, which consent shall not be unreasonably
withheld, and without the consent of the Landlord and Tenant if such is required
under the terms of the Lease.
Page 2
3
10. NOTICES. Any notice required or desired to be given under this
Sublease shall be in writing with copies directed as indicated below and shall
be personally served or given by mail. Any notice given by mail shall be deemed
to have been given when seventy-two (72) hours have elapsed from the time such
notice was deposited in the United States mail, certified mail, return receipt
requested, and postage prepaid, addressed to the party to be served at the last
address given by that party to the other party under the provisions of this
section.
Sublessor:
PFC Holdings
c/o General Manager
LaSalle Partners Management Limited
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subsublessor:
Olympic Capital Management
c/o Sirach Capital
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subsublessee:
go2net, Inc.
3320 Security Pacific Tower
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
11. COUNTERPARTS. This Sublease may be executed by the parties in
counterparts, and each counterpart shall be deemed to be an original.
12. LEGAL FEES AND COSTS. If either party requires the services of any
attorney in connection with enforcing the terms of this Sublease or if a Suit is
brought for the recovery of any rent or other charges due under this Sublease
for the branch of any covenant or condition of this Sublease, or for the
restitution of the Subleased Premises to Subsublessor, and/or eviction of
Subsublessee during or after the term of this Sublease, the prevailing party
shall be entitled to a reasonable sum for attorneys' fees, witness fees and
other court costs, both at trial and appeal.
13. AMENDMENTS. Any amendments or additions to this Sublease shall be
in writing and neither Subsublessor nor Subsublessee shall be bound by any
verbal or implied agreements.
14. HOLD HARMLESS. Subsublessor shall indemnify, defend and hold
Subsublessee harmless from any costs, expense or liability resulting from any
default of Subsublessor under the Underlying Sublease prior to the Commencement
Date of the Sublease. Conversely, Subsublessee shall indemnify and hod
Subsublessor harmless from any cost, expenses
Page 3
4
or liability resulting from any default by Subsublessee under the Lease with
respect to the Subleased premises after the Sublease Commencement Date.
15. TIME. Time is expressly declared to be of the essence in this
Sublease.
16. LATE CHARGES. Subsublessee agrees that late payment by
Subsublessee will cause Subsublessor to incur costs not contemplated by this
Sublease and the exact amount of those costs include, but are not limited to,
processing and accounting charges and late charges which may be imposed on
Subsublessor. Therefore, in the event that Subsublessee shall fail to pay any
installment of rent or any other sum when due, and Subsublessee fails to pay
such amount with ten (10) days prior written notice by Subsublessor of such
default, Subsublessee shall pay to Subsublessor a late charge equal to two
percent (2%) of each installment.
17. CONFLICTING PROVISIONS. Where provisions of this Sublease and
provisions of the underlying Sublease or Lease are conflicting, the provisions
of this Sublease shall control.
18. FURNITURE. Olympic Capital Management will make best efforts to
remove all furniture by June 1, 1996. Subsublessee will allow furniture that is
not moved to new location to remain in space for a reasonable period of time
until it can be relocated.
19. PARKING. Subsublessee shall have the right to parking rights as
set forth in the underlying Sublease dated June 1, 1989.
20. Subsublessor hereby warrants that it and Sublessor are not in
default under any term or provision of the lease, the assignment or the
underlying sublease.
SUBSUBLESSOR: Sirach Capital Management, Inc., a Washington
corporation successor to Olympic Capital
Management, a Washington corporation
by:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
its: Principal
------------------------------------------
SUBSUBLESSEE: go2net, Inc., a Delaware corporation
by:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
its: CEO
------------------------------------------
EXHIBITS: (A) Unico Properties, Inc. Lease Agreement
(B) Assignment of Lease, Assumption of Obligations Thereunder
and Consent Thereto (Security Pacific Tower)
(C) Space Plan
Page 4
5
CONSENT OF LANDLORD, TENANT AND SUBLESSOR
UNICO PROPERTIES, INC. ("UNICO") hereby consents to the foregoing
Sublease. This Consent is specifically conditioned upon the Tenant, Sublessor
and Subsublessor, remaining primarily liable for all performance of obligations
of the Tenant, Sublessor and Subsublessor under the Lease, and nothing in this
Consent shall be deemed to bean express or an implied release or waiver of any
claim or right held by Unico against Tenant, Sublessor and Subsublessor. By
execution of this Consent, the Tenant and Sublessor hereby acknowledge the
further sublease of the Subleased Premises shall not terminate, alter or in any
manner diminish the Tenant, Sublessor's and Subsublessor's liabilities under the
Lease, including without limitation, its obligations to keep the Subleased
Premises free from liens as more fully set forth in Section 15 of the Lease.
EXECUTED this 29th day of May, 1996.
UNICO UNICO PROPERTIES, INC., a Delaware corporation
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Its: Vice President
------------------------------------------
TENANT: ▇▇▇▇▇▇ & ▇▇▇▇, a Washington professional
service corporation
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------
Its: President
------------------------------------------
SUBLESSOR: PFC HOLDINGS, a Washington general partnership
By: HAZAMA GROUP LIMITED PARTNERSHIP, a
Washington limited partnership, Its Managing
Partner
By: HAZAMA USA CORPORATION, a California
corporation, Its General Partner
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
Its: Vice President
------------------------------------------
Page 5
6
LESSOR'S ACKNOWLEDGMENT
-----------------------
STATE OF WASHINGTON)
) ss.
COUNTY OF KING )
On this 29th of May 1996, before me personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ to me
known to be the vice President of UNICO PROPERTIES, INC., the corporation that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned, and on oath stated that he was authorized
to execute the said instrument and that the seal affixed (if any) is the
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
(print notary's name)
Notary Public in and for the State of
Washington, residing at Seattle.
My Commission expires 4-9-99
Page 6
7
SUBSUBLESSOR'S ACKNOWLEDGMENT
-----------------------------
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 24th of April, 1996, before me personally appeared before me ▇▇▇▇▇
▇. ▇▇▇▇▇▇, to me known to be the ______________________. of
______________________, the corporation that executed the within and foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said corporation for the uses and purposes therein mentioned,
and on oath stated that he was authorized to execute the said instrument and
that the seal affixed (if any) is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Notary Public in and for the
State of Washington
residing at Seattle, Washington
My Commission expires 7/17/98
Page 7
8
SUBSUBLESSEE'S ACKNOWLEDGMENT
-----------------------------
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 17th of April, 1996, before me personally appeared before me
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to me known to be the ______________________. of
______________________, the corporation that executed the within and foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said corporation for the uses and purposes therein mentioned,
and on oath stated that he was authorized to execute the said instrument and
that the seal affixed (if any) is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
/s/ ▇▇▇▇▇ Nyt
-------------------------------
Notary Public in and for the
State of Washington residing at
Seattle, Washington
My Commission expires 7/17/98
Page 8
9
SUBSUBLESSOR'S ACKNOWLEDGMENT
-----------------------------
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 16th of May, 1996, before me personally appeared before me ▇▇▇▇ ▇.
▇▇▇▇, to me known to be the President of ▇▇▇▇▇▇ & ▇▇▇▇, the corporation that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned, and on oath stated that he was authorized
to execute the said instrument and that the seal affixed (if any) is the
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
-------------------------------
-------------------------------
Notary Public in and for the
State of Washington residing at
Seattle My Commission expires
10/10/98
Page 9
10
SUBSUBLESSOR'S ACKNOWLEDGMENT
-----------------------------
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
I certify that I know or have satisfactory evidence that the person
appearing before me and making this acknowledgment is the person whose true
signature appears on this document.
On this 21st day of May, 1996, before me personally appeared ▇▇▇▇▇ ▇▇▇▇▇▇,
to me known to be the Vice President of Hazama USA Corporation, General Partner
of Hazama Group Limited Partnership, Managing Partner of PFC Holdings, a
Washington general partnership, the partnership executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said
instrument.
WITNESS my hand and official seal hereto affixed the day and year first
above written.
Notary Public in and for the
State of California
residing at Gardena
My Commission expires 10/31/97
Page 10
