SUBLEASE
THIS-SUBLEASE",
made as of the 7th-day of September,2007, between CARIBBEAN
INTERNATIONAL
SALES CORP., INC., a Nevada corporation, hereinafter called "Sublessor" and
TIX4TONIGHT, LLC, a Nevada LLC, hereinafter called "Sublessee."
WITNESSETH:
WHEREAS,
by Agreement of Lease dated as of February 1, 1995; the First Amendment dated
as
of October 16,1995; the Second Amendment dated as of November 1,1996; the Third
Amendment dated as of June 1, 1997, the Fourth Amendment to Lease dated as
of
November 1, 2000, that certain Waiver dated as of August 12, 1997, that certain
Waiver #2 dated as of September 11, 1997, the Fifth Amendment to Lease dated
as
ofJuly 25, 2006, and the Sixth Amendment to Lease dated as of July 25, 2006
(collectively referred to as the "Prime Lease"), Sublessor leases from CCR/AG
Showcase Phase I Owner. L.L.C.(the "Prime Lessor"), space on the first, second,
third, and fourth floors of the Complex as described in the Prime Lease
and
WHEREAS,
Sublessee desires to sublease certain space on the 1st floor in the Premises
from Sublessor.
NOW,
THEREFORE, for and in consideration of the foregoing and for other good and
valuable consideration and of the mutual agreements hereinafter set forth,
Sublessor and Sublessee stipulate, covenant and agree as follows:
Premises
1.
(a)
Sublessee acknowledges that it has received and reviewed the Prime Lease. Unless
otherwise defined herein, terminology utilized herein shall have the meanings
assigned same in the Prime Lease.
(b)
Sublessor does hereby sublease to Sublessee a portion of the Premises consisting
of approximately 200 square feet on the 1st floor (hereinafter referred to
as
"Sublease Premises") as outlined on "Exhibit A" attached hereto and made a
part
hereof.
Term
2.
The
term of this Sublease shall commence on November 7, 2007 and shall expire on
October 31, 2012 unless sooner terminated pursuant to the terms of this
Sublease. The rights of Sublessee are subject to all terms, conditions and
provisions of the Prime Lease and, upon termination of the Prime Lease or
further sublease of the Premises for any reason whatsoever, the rights of
Sublessee to occupy the Sublease Premises shall automatically and immediately
terminate. Sublessor will not terminate the Prime Lease or sublease the Premises
without providing at least 180 days prior written notice to Sublessee. Sublessor
shall, however, use its best efforts to work with Prime Lessor or Additional
Sublessee to facilitate their consideration to lease the 200 square feet known
as Sublease Premises to Sublessee. If any consents are required from the Prime
Lessor with respect to this Sublease, or the tenant improvements or signage
installations contemplated by Sublessee hereunder, Sublessor shall request
same
within ten (l0) days of execution and delivery hereof (and Sublessee shall
furnish in a timely fashion to Sublessor any requisite plans, specifications
and
details in connection therewith) and the effectiveness of this Sublease shall
be
subject to obtaining same; and in any event within said ten (l0) day period
Sublessor shall request an Offset Statement as contemplated under Section 12.18.
Ifby the above set forth Commencement Date, for any reason the Prime Lessor
fails to deliver such Offset Statement (confirming the components of the
Sublease as set forth above and the absence of any defaults by Sublessor) or
fails to deliver any such requested consent, or conditions such Statement or
consent in a manner which Sublessor considers unreasonable, then either
Sublessor or Sublessee may terminate this Sublease upon written notice to the
other without liability to the other.
Provided
Sublessee is not in default under the terms of the Sublease, Sublessee shall
have the option to extend the term for additional periods of five (5) years
at
the same terms and conditions set forth in the Sublease, conditioned upon
Sublessor's continued occupancy under its Prime Lease. Sublessee shall exercise
each option within thirty (30) days from receipt of reasonable notice from
Sublessor that the Term is expiring and that Sublessor is continuing to occupy
the Premises.
Uses
3.
Sublessee shall use and occupy Sublease Premises exclusively for the sale and
distribution of (i) discount tickets for Las Vegas shows and attractions
including, but not limited to, concerts, sporting events, discount golf, and
programs that include Las Vegas as part ofthe tour, (ii) discount dining tickets
at Las Vegas restaurants, and (iii) premium tickets under its wholly-owned
subsidiary XxxXxxxx.xxx. Sublessee must not sell tickets to attractions that
are
pornographic.
Rent
4.
(a)
Sublessee shall be responsible for the payment of monthly Base Rent in advance
as follows:
Period
Monthly Base Rent 11/07/2007 -10/31/2012 $83,333.33
The
Base
Rent is payable in advance on or before the first day of each and every month
without notice or demand. If the rent is not received by Sublessor by the 7th
business day of the month, or in the case of a separately invoiced charge,
by
the 7th business day following presentation of an invoice therefore (all charges
to Sublessee hereunder being considered "rent"), Sublessee shall pay a late
charge of 10% of the total outstanding charges.
-------_.----
Rent
for
any portion of a month shall be prorated on a thirty (30) day basis. Rent
payments will be delivered to Sublessor's office located at:
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The
Coca-Cola Company Attn: Xxxxxxx Xxxxxx, Coca-Cola
Retail Accounting
X.X.
Xxx 0000
Xxxxxxx,
Xxxxxxx 0000 I
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or
such
other place as Sublessor may designate.
(b)
The
annual rent set forth in paragraph (a) above is a "gross" rate which includes
payment for all services to the Premises in accordance with the terms of the
Prime Lease.
(c)
Although Sublessee shall not be obligated to pay Sublessor Percentage Rent
under
this Sublease, Sublessee acknowledges that Sublessee's Gross Sales are included
in Sublessor's obligations to report Gross Sales to Prime Lessor under the
Prime
Lease. Accordingly, Sublessee shall comply with all reporting requirements
applicable to Sublessee's Gross Sales contained in Sections 4.3 and 4.4 of
the
Prime Lease (as if Sublessor were "Landlord" and Sublessee were the "Tenant"
thereunder), provided however, that Sublessee shall comply with all requirements
thereunder no later than ten (l0) days prior to the date Sublessor must, in
tum,
comply therewith vis-a-vis the Prime Lessor.
Prime
Lease
5.
(a)
This Sublease is subject to all of the limitations, restrictions and
requirements of the
Prime
Lease applicable to use and enjoyment of the Premises and common areas of the
Complex.
(b) Without
limitation upon subparagraph (a) above, for the purposes of this Sublease,
the
following provisions of the Prime Lease are hereby incorporated by reference
and
shall apply as between Sublessor and Sublessee as if they were typed out in
this
Sublease in full, and the words "Landlord," "Tenant" and "Lease," as used in
the
Prime Lease, shall read, respectively, "Sublessor," "Sublessee" and "Sublease":
Sections 8.9, 8.10, 10.IB., 10.1C., 10.2,
18.3, 24.1,24.2, 24.4, 24.5, 24.10, 24.11, 24.16 and Articles XV, XIX, XX and
XXI."Sublessor", "Sublessee" and "Sublease."
Quiet
Enjoyment
6.
(a)
Sublessor covenants and agrees with Sublessee that upon Sublessee paying the
rent reserved in this Sublease and observing and performing all of the other
obligations, terms, covenants and conditions of this Sublease on Sublessee's
part to be observed and performed, Sublessee may peaceably and quietly enjoy
the
Premises during the term; provided, however, that this Sublease shall
automatically terminate upon termination of the Prime Lease and Sublessee shall
have no claim against Sublessor unless such termination was caused by
thedefault
of Sublessor in the perfonnance of its obligations under the Prime Lease which
have not been assumed by Sublessee hereunder pursuant to Section 7
above.
(b)
Sublessee covenants and agrees that Sublessee shall not do or suffer or permit
anything to be done which would constitute a default under the Prime Lease
or
would cause the Prime Lease to be canceled, terminated or forfeited by virtue
of
any rights of cancellation, termination, or forfeiture reserved or vested in
Prime Lessor under the Prime Lease, and that Sublessee will
indemnify
and hold harmless Sublessor from and defend Sublessor against all claims,
liabilities, losses and damages of any kind whatsoever (excepting special and
consequential damages) that Sublessor may incur by reason of, resulting from
or
arising out of any such cancellation, tennination or forfeiture.
Notices
7.
Any
notice, demand or request under this Sublease shall be in writing and shall
be
considered provided and delivered by registered or certified mail (return
receipt requested) which is deposited in the United States Federal or branch
post office, or delivered by private express mail service. Any notice, demand
or
request by Sublessor to Sublessee shall be addressed to Sublessee, at:
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Xxxxx
Xxxxxxx
Tix4Tonight,
LLC
00000
Xxxxxxx Xx.
Xxxxx
000
Xxxxxx
Xxxx, XX 00000
(o)
(000) 000-0000
(f)
(000) 000-0000
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until
otherwise directed in writing by Sublessee. Any notice, demand or request by
Sublessee to Sublessor shall be addressed by Sublessor at:
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The
Coca-Cola Company
Attn:
Xxxxxxx Xxxxxx, Coca-Cola Retail Accounting
X.X.
Xxx 0000
Xxxxxxx,
Xxxxxxx 00000
With
a copy to:
The
Coca-Cola Company
Attn:
Director, Corporate Real Estate
X.X.
Xxx 0000
Xxxxxxx,
Xxxxxxx 00000
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until
otherwise directed in writing by Sublessor. Rejection or other refusal to accept
or the inability to deliver because of a changed address of which no notice
was
given shall be deemed to be receipt of the notice, demand or request
sent.
8.
Sublessee agrees that it shall not assign, mortgage, transfer, pledge or
encumber its interest in this Sublease, in whole or in part, or sublet or pennit
the subletting of the Subleased Premises, or permit the Subleased Premises
or
any part thereof to be occupied or used by any person or entity other than
Sublessee, in each case without first obtaining the prior written consent of
Sublessor, which consent shall not be unreasonably withheld. No assignment
or
sublease shall operate to release Sublessee from its obligations under this
Sublease. The inability of Sublessor to obtain the consent of Prime Lessor,
if
required, or Prime Lessor's exercise (or notice of intent to exercise) of any
right of recapture under the Prime Lease shall, without limitation, be a
reasonable and conclusive basis for withholding consent. Sublessor shall be
entitled to all profit realized from any sublease or assignment.
Prime
Lessor's Responsibilities
9.
Sublessee recognizes that Sublessor is not in a position to furnish the services
set forth in the Prime Lease or to perform certain other obligations which
are
not within the control of Sublessor, such as, without limitation, maintenance,
repairs and replacements to the Building and Premises, compliance with laws,
and
restoration of the Premises and Building after casualty or condemnation.
Therefore, notwithstanding anything to the contrary contained in this Sublease,
Sublessee agrees that Sublessee shall look solely to Prime Lessor to furnish
all
services and to perform all obligations agreed upon by Prime Lessor under the
Lease to furnish and perform. Sublessor shall not be liable to Sublessee or
be
deemed in default hereunder for failure ofPrime Lessor to furnish or perform
the
same. However, whenever under the terms of the Prime Lease, Prime Lessor shall
fail to perform any of its Prime Lease obligations pertaining to the Premises,
Sublessor shall use commercially reasonable efforts to cause Prime Lessor to
comply with its Prime Lease obligations.
Parking
10. [Intentionally
left blank]
11. In
the
event of Damage or an event ofeminent domain respecting the Premises or
the
Complex,
or both, of a nature which terminates the Prime Lease or gives Sublessor or
Prime Lessor the right to terminate the Prime Lease, then either Sublessor
or
Sublessee may terminate this Sublease upon written notice to the other. In
the
event the Subleased Premises are not reasonably usable for the conduct of
business by reason of either of the foregoing events, there shall be a
proportionate abatement of annual rent payable hereunder on the same pro rata
basis and to the same extent Sublessor is entitled to an abatement under the
Prime Lease as to the Subleased Premises.
Indemnity
and Insurance
12.
(a)
During the term, Sublessee, at its sole expense, shall obtain and keep in force
the following insurance:
i.
General commercial general liability coverage, including personal injury, bodily
injury, broad form property damage, operations hazard, non-owned automobile
liability, contractual liability with a cross liability clause and a
severability of interests clause, and products and completed operations.
liability, of not less than Ten Million Dollars ($10,000,000.00).
ii.
Insurance
against fire, extended coverage, vandalism, malicious mischief and other risks
covered by a special form "all risk" policy of property insurance protecting
against all risk of physical loss or damage in amounts not less than the actual
replacement cost. No later than ten (10) days prior to the date Sublessee takes
possession of all or any part of the Subleased Premises, Sublessee shall provide
Sublessor with certificates evidencing that such insurance is in full force
and
effect.
iii.
Worker's
Compensation and Employer's Liability insurance, with a waiver of subrogation
endorsement, in form and amount as required by law or, in the case of Employer's
Liability insurance, equivalent thereto.
IV.
Any
other
form or forms of insurance as may be required under the Prime
Lease.
All
insurance policies shall name Sublessor and such other parties in interest
as
Sublessor may designate from time to time as additional insured(s), and, upon
request, Sublessee shall deliver a certificate evidencing such insurance
coverage to Sublessor. In addition, all such policies, excluding Worker's
Compensation policies, shall contain an undertaking by the insurers to notify
Sublessor, and such other parties in interest as Sublessor may designate from
time to time by registered U.S. Mail, return receipt requested, not less than
thirty (30) days before any material change, reduction in coverage, cancellation
(including for non-payment of premium), or other termination thereof. All
policies shall be issued by insurers authorized to do business in the State
o(Nevada and with a Best's rating of A-VII or better. If any policy is issued
as
part of a"blanket," then the limits specified shall be "single location" limits,
rather than aggregate limits.
(b)
Sublessee agrees to and hereby does indemnify and save Sublessor and Prime
Lessor harmless against all claims for damages to persons or property by reason
of Sublessee's use or occupancy of the Subleased Premises, and all expenses
incurred by Sublessor and Prime Lessor because thereof, including attorneys'
fees and court costs.
Binding
and Entire Agreement
13.
This
Sublease shall be binding on Sublessee and Sublessor, and on the respective
legal representatives, successors and assigns of the parties. This Sublease
contains the entire agreement of the parties with respect to the subject matter
herein and may not be modified except by instrument in writing which is signed
by both parties.
Condition
of Subleased Premises
14.
Sublessee acknowledges and agrees that the Subleased Premises consists of
"second generation" space and that for purposes of this Sublease the "building
standard" condition ofthe Subleased Premises shall be its "as is, where is"
condition as of the date of this Sublease. Sublessee further acknowledges and
agrees that, except as specifically set forth herein, neither Sublessor, Prime
Lessor nor their representatives have made any representations, warranties
or
inducements to Sublessee with respect to the current condition of the Subleased
Premises or the improvements therein. Sublessor shall not be required to perform
work of any kind or nature and all work performed by Sublessee or any other
party shall be subject to provisions ofthis Sublease and the Prime Lease.
Sublessee, at its sole expense, shall maintain the Subleased Premises in
first-class condition at all times during the term of this Sublease. Upon the
expiration or earlier termination ofthis Sublease, Sublessee shall immediately
surrender the Premises to Sublessor, together with all alterations, improvements
and other property as provided elsewhere herein, in broom-clean condition and
in
as good order, condition and repair as existed on the date ofthis Sublease,
except for ordinary wear and tear.
Alterations
and Additions
15.
(a)
Sublessee shall not make any alterations, additions or improvements in or to
the
Subleased Premises without the consent of Sublessor; and all such alterations,
additions or improvements shall comply in all respects with the requirements
ofthe Prime Lease. Sublessee acknowledges and agrees that Sublessor shall have
no responsibilities or obligations with respect to the proposed improvements
to
the Subleased Premises.
(b)
Subject to the prior approval of Sublessor and Prime Lessor, Sublessee shall,
at
Sublessee's own expense, install the interior and exterior signage described
in
Exhibit "B" hereto.
Sublessee
Default/Arbitration
16.
In
the event of a default by Sublessee under this Sublease, Sublessor shall have
all of the rights and remedies available to the Prime Lessor under the Prime
Lease with respect to a default by Sublessor as Tenant thereunder. In the event
of any arbitration under Article XXVI of the Prime Lease, Sublessor shall have
the right to require Sublessee to join in such arbitration if the subject matter
thereof pertain in whole or in part to this Sublease or any actions or inactions
of Sublessee hereunder.
Commissions
17.
Sublessee warrants and represents that it has had no dealings with any broker
or
brokers in connection with this Sublease, and Sublessee covenants to pay, hold
harmless and indemnify Sublessor from and against any and all cost, expense
or
liability for any compensation, commissions or charges claimed by any broker
or
brokers on behalf of the Sublessee with respect to this Sublease or negotiation
thereof.
Signatures
on following page
IN
WITNESS WHEREOF, duly authorized representatives of the parties hereto have
executed this Sublease as of the day and year first above written.
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"SUBLESSOR":
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CARIBBEAN
INTERNATIONAL SALES CORP.,
INC., a Nevada
corporation
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| /s/ Xxxxx X. Xxxxxxx | ||
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Name,
Xxxxx X. Xxxxxxx
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Title:
Treasurer
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"SUBLESSEE":
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| /s/ Xxxxx Xxxxxxx | ||
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Name,
Xxxxx Xxxxxxx
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Title:
CEO
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1
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