CONSENT TO SUBLEASE
WILSHIRE-CAMDEN ASSOCIATES, a California limited partnership ("Landlord") under
that certain lease ("Original Lease") dated May 19, 1999, made by and between
the Landlord and CITY NATIONAL BANK, a national banking association, pursuant to
that Assignment and Assumption to Lease an Consent, dated May 11, 2000
("Original Tenant"), hereby grants it consent to the Sublease ("Sublease") dated
April 20, 2000 made by and between the Original Tenant, as Sublandlord, and
TransAmerican Holdings, Inc., a Nevada Corporation ("Subtenant"), as subtenant
under the Sublease, a copy of which is attached hereto, covering certain
premises ("Premises") described in the Sublease locating in the building at 0000
Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx.
It is understood and agreed as follows:
1. This Consent to Sublease shall in no way release the Original
Tenant from any of its covenants, agreements, liabilities and
duties under the Original Lease. It is further agreed that the
Original Tenant shall be responsible for the collection of all
rent due it from the Subtenant, and that the Landlord shall look
only to the Original Tenant as its tenant.
2. The Sublease is, in all respects, subject to and subordinate to
the Original Lease and, as between Landlord on the one hand and
Original Tenant and Subtenant on the other, to all the terms and
provisions contained in the Original Lease.
3. If, at any time prior to the expiration of the term of the
Sublease, the Original Lease shall terminate or be terminated for
any reason, Subtenant agrees, at the election and upon written
demand of the Landlord, to attorn to the Landlord upon the
executory terms and conditions set forth in the Sublease for all
the remainder of the term of the Sublease. The foregoing
provisions of this paragraph shall apply notwithstanding that as a
matter of law, the Sublease may otherwise terminate upon the
termination of the Original Lease, and shall be self-operative
upon such written demand of the Landlord and no further instrument
shall be required to give effect to said provisions. Upon demand
of the Landlord, Subtenant agrees, however, to execute, from time
to time, document(s) in confirmation of the foregoing provisions
of this paragraph satisfactory to the Landlord, in which Subtenant
shall acknowledge such attornment and shall set forth the terms
and conditions of its tenancy. Nothing contained in this paragraph
shall be construed to impair or modify any right otherwise
exercisable by the Landlord, whether under the Original Lease or
any other agreement.
4. The Landlord shall not be responsible for any delays incurred by
the Original Tenant in delivering possession of the Premises to
Subtenant as a result of any matter whatsoever.
5. Nothing herein contained shall be deemed a waiver of any of the
Landlord's rights under the Original Lease, including, without
limitation, the Landlord's right to rental and other monetary
consideration payable under the Sublease in excess of the Rent
payable by Original Tenant under the Original Lease.
6. Neither the Subtenant nor the original tenant shall make any
additions, alterations, or structural changes in or to the
Premises, or any portion thereof, without both the Original
Tenant, and the Subtenant first obtaining the Landlord's prior
written consent thereto in each instance. In addition, no
amendment, modification or revision of the Sublease shall
hereafter be made without the prior written consent of the
Landlord.
7. The Original Tenant hereby authorizes Subtenant, as agent for
Original Tenant, to obtain services and materials for or related
to the Premises, and Original Tenant agrees to pay for such
services and materials as additional rent under the Original Lease
upon written demand from Landlord. However, as an accommodation to
the Original Tenant, Landlord shall bill Subtenant for such
services and materials, or any portion thereof, in which event
Subtenant agrees to pay for the services and materials so billed,
but such billing shall no relieve Original Tenant from it primary
obligation to pay for such services and materials. The authority
herein given by Original Tenant to Subtenant shall be continuing
and the Original Tenant shall not revoke it.
8. Original Tenant and Subtenant hereby represent to Landlord that
the Sublease attached hereto as Exhibit "A" (a) is correct and
complete copy of the document it purports to be, and (b) contains
the entire agreement and understanding between the Original Tenant
and Subtenant with regard to the subject matter contained thereof,
specifically including without limitation, all agreements
concerning rent and other considerations payable by subtenant to
Original Tenant for the Premises.
9. Original Tenant and Subtenant hereby jointly and severally agree
to indemnify, defend (if requested by Xxxxxxxx) and hold harmless
Landlord, the managing agent of the building and their respective
officers, directors, employees, agents and beneficiaries from and
against any and all liabilities and claims for brokerage
commissions and fees arising out of or in connection with sublease
of the premises.
10. This agreement shall be binding upon and insure the benefit of
Landlord, Original Tenant, Subtenant and their respective
successors and permitted assigns.
11. This consent to sublease shall be deemed limited solely to this
Sublease and shall not relieve original Tenant or Subtenant from
the obligation to obtain the consent of Landlord to (I) any
further Sublease or sub-sublease of the Premises, or any part
thereof or any other area covered by the Original Lease or (ii)
any assignment of the interest of Original Tenant under the
Original Lease or (iii) any assignment of the interest of the
Subtenant under the Sublease.
12. The consent hereto by Landlord shall not serve as an admission or
assumption of any liability by Landlord to Subtenant or as a
representation, warranty or surely as to any representation or
undertakings of the Sublandlord under the sublease.
13. Subtenant shall obtain and keep in full force and effect during
term of the Sublease the same types and amounts of insurance as
are required to be maintained by Original Tenant pursuant to the
original Lease, including agreements and to name the same
additional insured as are required by the original lease. The
insurance carried by the Subtenant shall be in addition to and
separate from the insurance carried by the original tenant. A
duplicate original insurance policy or appropriate certificate
evidencing the aforesaid insurance coverage (and each renewal and
replacement thereto) shall be delivered to Landlord.
Dated as of this 23rd day of May, 2000
LANDLORD
Wilshire-Camden Associates,
A California Limited Partnership
By: Xxxxxxx-Xxxxxx Properties, Ltd. A
California Limited Partnership, its duly authorized
Agent and attorney in fact
BY:
ITS:
ORIGINAL TENANT SUBTENANT
BY: BY:
ITS: ITS:
SUBLEASE
This Sublease (this "Sublease") is made as of the 20th day of April, 2000 by and
between City National Bank, a national banking association ("Sublandlord") and
TransAmerican Holdings, Inc., a Nevada corporation ("Subtenant"
RECITALS
X. Xxxxxxxx-Carnden Associates, a California limited partnership ("Landlord"),
and Sublandlord are the landlord and tenant, respectively, under that certain
Office Lease dated May 19, 1999 (as amended, the "Master Lease"), a copy of
which is attached hereto as Exhibit A and made a part hereof, concerning
approximately 3,080 rentable square feet of office space (the "Premises")
located in Suite 620 of the building situated at 0000 Xxxxxxxx Xxxx., Xxxxxxx
Xxxxx, Xxxxxxxxxx.
B. Subtenant desires to sublease from Sublandlord all of the Premises (as
subleased, the "Sublease Premises" more particular set forth on Exhibit B,
attached hereto and made a part hereof, and Sublandlord has agreed to sublease
the Sublease Premises to Subtenant upon the terms, covenants and conditions
herein set forth.
AGREEMENT
In consideration of the mutual covenants contained herein, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows.
1. Sublease. Sublandlord hereby subleases and demises to Subtenant and Subtenant
hereby hires and takes from Sublandlord the Sublease Premises.
2. Term. The Term of this Sublease will commence on May 1, 2000, or whenever the
Lessor consents to this Sublease, whichever is later (the "Commencement Date")
and shall end, unless sooner terminated as provided in the Master Lease, on June
30, 2004 (the "Termination Date"). In the event the Term commences on a date
other than May 1, 2000, sublandlord and Sublessee will execute a memorandum
setting forth the actual Commencement Date. In the event that the Lessor has not
consented to this Sublease within (30) days after the execution of this Sublease
by Sublessee and Sublandlord, then either party may, by written notice to the
other and without incurring any liability hereunder, terminate this Sublease,
which will thereupon be of no further force or effect. Possession of the
Premises will be delivered to Sublessee on the Commencement Date. If for any
reason Sublandlord does not deliver possession of the Premises to Sublessee on
the Commencement Date, Sublandlord will not be subject to any liability for such
failure, the Termination Date will not be extended by the delay and the validity
of this Sublease will not be impaired, but rent will xxxxx until delivery of
possession. If Sublandlord permits Sublessee to take possession of the Premises
before the commencement of the Term, such early possession will not advance the
Termination Date and will be subject to the provisions of this Sublease,
including without limitation the payment of rent.
3. Rent. Subtenant shall pay base rent during the term of this Sublease in the
initial amount of $2.75 per rentable square foot of the Sublease Premises per
month, payable monthly in advance on the first day of each month in equal
monthly installments of $8,470.00. The base rent shall be increased by four
percent (4%) on each anniversary of the Commencement Date. In addition to the
foregoing rent, Subtenant shall also pay upon demand to Sublandlord as
additional base rent all other amounts payable by Sublandlord to Landlord under
the terms of the Master Lease (including, without limitation, the Tax and
Operating Expense Adjustment (as defined in the Master Lease) to the extent that
such amount exceeds the amount payable for the Tax and Operating Expense
Adjustment payable for the year 2000). All rent payable under this Sublease is
denominated "base rent.". Furthermore, in the event that the term of this
sublease shall begin or end on a date which is not the first day of a month,
base rent shall be prorated as of such date based upon the number of calendar
days in such month. Concurrent with Subtenant's execution of this Sublease,
Subtenant shall deliver to Sublandlord the first month's base rent in the amount
of $8,470.00. Subtenant shall in addition deposit $300,000.0 in a certificate of
deposit at Sublandlord. Subtenant hereby grants Sublandlord a security interest
in the Certificate of Deposit (the "CD") as collateral for Subtenant's
obligations under this Sublease, which for all purposes shall be governed by
Section 5.01 of the Master Lease (except that interest shall be payable on the
CD at the contrary contained herein, Subtenant shall not be obligated to pay
rent for the period from May 1, 20000 through and including May 15, 2000.
4. Use. Subtenant covenants and agrees to use the Premises for general office
space and for no other purpose and otherwise in accordance with the terms and
conditions of the Master Lease and this Sublease.
5. Master Lease. As applied to this Sublease, the words "Landlord" and "Tenant"
as used in the Master Lease shall be deemed to refer to Sublandlord and
Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject
in all respects to the terms of, and the rights of the Landlord under, the
Master Lease. Except as otherwise expressly provided in Section 7 hereof, the
covenants, agreements, terms, provisions and conditions of the Master Lease
insofar as they relate to the Sublease Premises and insofar as they are not
inconsistent with the terms of the Sublease are made a part of and incorporated
into this Sublease as if recited herein in full and the respective rights and
obligations of Landlord and Tenant under the Master Lease shall be deemed the
rights and obligations of Sublandlord and Subtenant respectively hereunder and
shall be binding upon and inure to the benefit of Sublandlord and Subtenant
respectively. As between the parties hereto only, in the event of a conflict
between the terms of the Master Lease and the terms of this Sublease, the terms
of this Sublease shall control.
6. Landlord's Performance Under Master Lease.
6.1 Subtenant recognizes that Sublandlord is not in a position to render any
of the services or to perform any of the obligations required of Sublandlord by
the terms of this Sublease. Therefore, notwithstanding anything to the contrary
contained in this Sublease, Subtenant agrees that performance by Sublandlord of
its obligations hereunder are conditional upon due performance by Landlord of
its corresponding obligations under the Master Lease and Sublandlord shall not
be liable to Subtenant for any default of Landlord under the Master Lease.
Subtenant shall not have any claim against Sublandlord by reason of Landlord's
failure or refusal to comply with any of the provisions of the Master Lease.
This Sublease shall remain in force and effect notwithstanding Landlord's
failure or refusal to comply with any such provisions of the Master Lease and
Subtenant shall pay the base rent and additional rent and all other charges
provided for herein without any abatement, deduction or setoff whatsoever.
Subtenant covenants and warrants that it fully understands and agrees to be
subject to and bound by all of the covenants, agreements, terms, provisions and
conditions of the Master Lease, except as modified herein and subject to the
provisions of the last sentence of Section 5 hereof. Furthermore, Subtenant and
Sublandlord further covenant not to take any action or do or perform any act or
fail to perform any act which would result in the failure or breach of any of
the covenants, agreements, terms, provisions or conditions of the Master Lease
on the part of Tenant thereunder. Whenever the consent of Landlord shall be
required by, or Landlord shall fail to perform its obligations under, the Master
Lease, Sublandlord agrees to use commercially reasonable efforts, upon
Subtenant's written request and at Subtenant's sole cost and expense, to secure
such consent and/or performance on behalf of Subtenant; provided, however, that
Sublandlord shall not be required to initiate or participate in any court
action.
6.2 Sublandlord covenants as follows: (1)not to voluntarily terminate the
Master Lease and (ii)not to modify the Master Lease so as to adversely affect
Subtenant's rights hereunder.
7. Variations from Master Lease. The following covenants, agreements, terms,
provisions and conditions of the Master Lease are hereby modified or not
incorporated herein:
7.1 Notwithstanding anything to the contrary set forth in Sections 4.02 and
5.01 of the Master Lease, the term of this Sublease and base rent payable under
this Sublease and the amount of the Security Deposit required of Subtenant shall
be as set forth in this Sublease.
7.2 The parties hereto represent and warrant to each other that neither
party dealt with any broker or finder (except for Xxx & Associates-Los Angeles
Downtown, Inc.) in connection with the consummation of this Sublease and each
party agrees to indemnify, hold and save the other party harmless from and
against any and all claims for brokerage commissions or finder's fees arising
out of either of their acts in connection with this Sublease. The provisions of
this Section 7.2 shall survive the expiration of earlier termination of this
Sublease. Sublandlord will pay the commission of Xxx & Associates-Los Angeles
Downtown, Inc. pursuant to a separate written agreement. Xxx & Associates-Los
Angeles Downtown, Ins. Represents Sublandlord exclusively, and Subtenant and
Sublandlord acknowledge and consent to such brokerage relationship.
7.3 Not withstanding anything contained in the Master Lease to the contrary,
as between Sublandlord and Subtenant only, all insurance proceeds or
condemnation awards received by Sublandlord under the Master Lease shall be
deemed to be the property of Sublandlord.
7.4 Any notice which may or shall be given by either party hereunder shall
be given by either party hereunder shall be either delivered personally or sent
by certified mail, return receipt requested, addressed to the party for whom it
is intended at the Sublease Premises (if to the Subtenant), or the Corporate
Premises, 000 X. Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxxxxx, XX 00000, Attention:
Manager (if to Sublandlord), or to such other address as may have been
designated in a notice in accordance with the provisions of this Section 7.4.
7.5 All amounts payable hereunder by Subtenant shall be payable directly to
Sublandlord, without offset or deduction, in immediately available funds.
7.6 The provisions of Sections 3.01, 4.04, 27.20, 27.21, Rider One and
Exhibit B, and any provision relating to extension or expansion options, options
to purchase or rights of first refusal, if any, of the Master Lease shall not
apply to this Sublease.
7.7 Sublandlord shall deliver the Sublease Premises to Subtenant in its
current "as is" condition. As of the date of this Sublease, Subtenant
acknowledges that Subtenant has conducted or has had the opportunity to conduct
a comprehensive investigation ("Due Diligence Investigation") of the Sublease
Premises and all other matters which in Subtenant's judgement may affect the
value or suitability of the Sublease Premises for Subtenant's purposes or which
may influence Subtenant's willingness to enter this Sublease, including, without
limitation, an inspection or examination of (I) the physical condition, size and
configuration of the Sublease Premises, including access, parking, location or
accessibility of utilities, the condition of the improvements, the existence of
any hazardous materials, soil or topographical conditions and earthquake
preparedness; (ii) the Master Lease; (iii) title; (iv) taxes, (v) income and
expense date, (vi) insurance costs, (vii) permissible uses and zoning or
development entitlements; (viii) any applicable covenants, conditions and
restrictions; and (ix) compliance with any federal, state or local low, statute,
rele or regulation now or hereafter in effect (including without limitation the
Americans With Disabilities Act of 1990, 42 U.S.C. & 12101). Subtenant
acknowledges that Sublanklord would not sublease the Sublease Premises except on
an "as is" basis, and agrees that (I) Subtenant accepts the Sublease Premises
"as is" and with all it's faults; (ii) neither Sublandlord nor any of its
officers, agents, employees or representatives (including, without limitation,
any broker) has made any representations or warranties of any kind or nature,
whether express or implied, with respect to the Sublease Premises or any of the
matters relating thereto; (iii) Sublandlord has no duty to make any disclosures;
(iv) Subtenant is relying solely on Subtenant's own Due Diligence Investigation;
(v) neither Sublandlord nor Master Lessor shall be required to perform any work
of construction, alteration, repair or maintenance of or to the Sublease
Premises; and (vi) in the event Subtenant subleases all or any portion of the
Sublease Premises or assigns its interest in this Sublease, Subtenant shall
indemnify and defend Sublandlord for, from and against any matters which arise
as a result of Subtenant's failure to disclose any relevant information about
the Sublease Premises to any subtenant or assignee of Subtenant. If Sublandlord
obtains or has obtained or provides to Subtenant any services, opinions, or work
product of surveyors, architects, soil engineers, environmental auditros,
engineers, title insurance companies, governmental authorities or any other
person or entity with respect to the Sublease Premises, Subtenant and
Sublandlord agree that Sublandlord does so only for the convenience of the
parties, Sublandlord does not vouch for the accuracy or completeness of any such
items and the reliance of Subtenant upon any such items shall not create or give
rise to any liability of or against Sublandlord.
7.8 Subtenant shall not make or suffer to be made any alterations,
additions or improvements (collectively "Alterations") in, on, or to
the Sublease Premises except in strict accordance with the terms of the
Master Lease. Any Alterations Subtenant may be required or permitted to
make shall be made by the Subtenant at Subtenant's sole cost and
expense (including, without limitiationa, all costs of complying with
the Americans with Disabilities Act, whether or not such compliance
requires structural improvements). Upon the expiration or sooner
termination of this Sublease and upon written demand by Sublanlord,
subtenant shall, at Subtenant's sole cost and expense, immediately and
with all due diligence (I)remove any Alterations made or paid for by
Subtenant; and (ii)repair and restore the Premises to its original
condition, reasonable wear and tear excepted. Any Alteration not so
requested to which cannot be removed from the Sublease Premises without
material damage thereto, shall become a part of the Sublease Premises
and the property of Sublandlord upon expiration or sooner termination
of this Sublease and shall remain on and be surrendered with the
Sublease Premises. In connection with the initial Alterations to be
made at the beginning of the term of this Sublease ("Initial
Alterations"), Sublandlord shall reimburse the cost of such Initial
Alterations up to the amount of $15,400.00 upon delivery to Sublandlord
of evidence satisfactory to it in its sole discretion of lien-free
completion and granting of a certificate of occupancy for the Premises.
8. Indemnity. Subtenant hereby agrees to indemnify and hold Sublandlord
harmless from and against any and all claims, losses and damages,
including, without limitation, reasonable attorneys' fees and
disbursements, which may at any time be asserted against Sublandlord by
(a) the Landlord for failure of Subtenant to perform any of the
covenants, agreements, terms, and provisions or conditions contained in
the Master Lease which, by reason of the provisions of this Sublease,
Subtenant is obligated to perform (including those relating to
Alterations) or (b) any perton by reason of Subtenant's use and/or
occupancy of the Sublease Premises. The provisions of this Section 8
shall survive the expiration orearlier termination of the Master Lease
and/or this Sublease, except to the extent any of the foregoing is
caused by the negligence of Sublandlord.
9. Cancellation of Master Lease. In the event of the cancellation or
termination of the Master Lease for any reason whatsoever or of the
involuntary surrender of the Master Lease by operation of law prior to
the expiration date of this Sublease, subtenant agrees o make full and
complete attornment to landlord under the Master Lease for the balance
of te term of this Sublease and upon the then executory terms hereof at
the option of Landlord at any time during Subtenant's occupancy of the
Sublease premises, which attornment xxxxx be evidenced by anagreement
in form and substance reasonablky satisfactory to landlord. Subtenant
agrees to execute and deliver such an agreement at any time within ten
(10) business days after request of Landlord, and Subtenant waives the
provisions of any law now or hereafter in effect which may give
Subtenant any right of election to terminat this Sublease or to
surrendr possession of the sublease Premises in the event any
proceeding is brought by Landlord under the Master Lease to terminate
the Master Lease.
10. Certificates. Each party hereto shall at any time and from time to time
as requested by the other party upon not less than ten (10) days prior
written notice, execute, acknowledge and deliver to the other party, a
statement in writing certifying that this Sublease is unmodified and in
fulol force and effect(or if there have been modifications that the
same is in full force and efect as modified and stating the
modifications, if any) certifying the dates to which rent and any other
charges have been paid and stating whether or not, to the knowledge of
the person signing the certificate, that the other party is not in
default beyond any applicable grace period provided herein in
peformance of any of its obligations under this Sublease, and if so,
specifying each such default of which the signer may have obligations
under this Sublease, and if so, specifying each sch default of which
the signer may have knowledge, it being intended that any such
statement delivered pursuant hereto may be relied upon by others with
whom the party requesting such certificate may be dealing.
11. Assignment or Subletting. Subtenant shall not be entitled to assign
this Sublease or to sublet all or any portion of the sublease Premises.
Any attempted assignment or subletting shall be void and a material
default under this Sublease.
12. Severability. If any term or provision of this sublease or the
application thereof to any person or circumstance shall, to any extent
be invalid and unenforceable, the remainder of this Sublease or the
application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not
be affected thereby and each term or provision of this Sublease shall
be valid and be enforced to the fullest extent permitted by law.
13. Entire agreements: Waiver. This Sublease contains the entire agreement
between the parties hereto and shall be binding upon and inure to the
benefit of their respective heirs, representatives, successors and
permitted assigns. Any agreement hereinafter made shall be ineffective
to change, modify, waive, release, discharge, terminate, or effect an
abandonment hereof, in whole or in part, unless such agreements is in
writing and signed by the parties hereto.
14. Captions and Definitions. Captions to the Sections in this Sublease are
included for convenience only and are not intended and shall not be
deemed to modify or explain any of the terms of this Sublease.
15. Further Assurances. The parties hereto agree that each of them, upon
the request of the other party, shall execute and deliver, in
recordable form if necessary, such further documents, instruments or
agreements and shall take such further action that may be necessary or
appropriate to effectuate the purposes of this Sublease.
16. Governing Law. This Sublease shall be governed by and in all respects
construed in accordance with the internal laws of the State of
California.
IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
executed as of the day and year first above written.
"Sublandlord":
CITY NATIONAL BANK,
a national banking association
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Xxxxx Xxxxxxx, Senior Vice President
"Subtenant":
TRANSAMERICAN HOLDINGS, INC.
a Nevada corporation
By: /s/ Savage
----------------------------------------
Its: President 4/21/00
By:
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Its:
