EXHIBIT 10.29
EXECUTED
ORIGINAL
FIRST AMENDMENT TO OFFICE LEASE
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BEACON PROPERTIES, L.P.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Date: Xxxxxx 0, 0000
Xxxxx Entertainment, Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Office Lease (the "LEASE"), dated July 17, 1995, between 10960
Property Corporation, a California corporation, predecessor-in-interest to
Beacon Properties, L.P., a Delaware limited partnership ("LANDLORD"), and
Saban Entertainment, Inc., a Delaware corporation ("TENANT"), for
approximately 111,225 rentable square feet of space (the "EXISTING
PREMISES") located in the building located at 00000 Xxxxxxxx Xxxxxxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx (the "BUILDING").
Ladies and Gentlemen:
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Landlord and Tenant hereby agree as follows.
1. DEFINED TERMS. Except as explicitly set forth in this First
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Amendment to Office Lease (this "FIRST AMENDMENT"), each initially capitalized
term when used herein shall have the same respective meaning as is set forth in
the Lease.
2. PREMISES. Effective as of the "3RD FLOOR EXPANSION PREMISES
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COMMENCEMENT DATE," as that term is defined in Section 3.1, below, the
"PREMISES," as that term is defined in the Lease, shall contain approximately
134,729 rentable square feet of space in the Building and shall consist of
(a)the Existing Premises, and (b). 23,504 rentable square feet of space known as
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Suite 300, located on the third (3rd) floor of the Building (the "3RD FLOOR
EXPANSION PREMISES"). The 3rd Floor Expansion Premises are further set forth on
Exhibit A, attached hereto. Except as specifically set forth in Section 5 of
this First Amendment, Tenant shall
accept the 3rd Floor Expansion Premises on the 3rd Floor Expansion Commencement
Date in their existing, "as is" condition and Landlord shall not be obligated to
provide or pay for any improvement work or services related to the improvement
of the 3rd Floor Expansion Premises. Tenant also acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty
regarding the condition of the 3rd Floor Expansion Premises or with respect to
the suitability of the 3rd Floor Expansion Premises for the conduct of Tenant's
business.
3. LEASE TERM.
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3.1 3RD FLOOR LEASE TERM. The term of Tenant's lease of the 3rd
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Floor Expansion Premises (the "3RD FLOOR LEASE TERM") shall commence on January
1, 0000 (xxx "0XX XXXXX EXPANSION PREMISES COMMENCEMENT DATE"), and shall
continue through and including the Lease Expiration Date (which is March 31,
2006), unless the Lease, as amended by this First Amendment, is sooner
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terminated or extended as provided in the Lease. Tenant shall have the right to
occupy the 3rd Floor Expansion Premises prior to the 3rd Floor Expansion
Premises Commencement Date (the "EARLY OCCUPANCY PERIOD"), provided that (A)
Tenant shall give Landlord at least one (1) days' prior notice of any such
occupancy of the 3rd Floor Expansion Premises, (B) a temporary certificate of
occupancy or the equivalent, to the extent required, shall have been issued by
the appropriate governmental authorities for each such portion to be occupied,
and (c) all of the terms and conditions of the Lease shall apply, other than
Tenant's obligation to pay Base Rent with respect to the 3rd Floor Expansion
Premises and Tenant's obligation to pay Tenant's Share of Direct Expenses with
respect to the 3rd Floor Expansion Premises, as though the 3rd Floor Expansion
Premises Commencement Date had occurred (although the 3rd Floor Expansion
Premises Commencement Date shall not actually occur until the occurrence of the
same pursuant to the terms of the first sentence of this Section 3.1) upon such
occupancy of the 3rd Floor Expansion Premises by Tenant.
3.2 TERMINATION RIGHT. The terms of Section 2.3.1 of the Lease shall
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be applicable to the 3rd Floor Expansion Premises as if such space were included
in the Initial Premises leased by Tenant, provided that the Termination Fee
applicable to the 3rd Floor Expansion Premises shall equal the sum of (I) the
"Unamortized Value as of the Termination Date" of the "Concessions" applicable
to the 3rd Floor Expansion Premises, as calculated pursuant to the term of
Section 2.3.2 of the Lease, and (ii) the excess, if any, of (a) the product of
the number of calendar months during the 3rd Floor Lease Term which will occur
prior to the Termination Date, and $2.30, minus (b) the total Base Rent payable
by Tenant pursuant to the terms of Section 4.1, below, prior to the Termination
Date with respect to the 3rd Floor Expansion Premises.
4. RENT.
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4.1 BASE RENT. Commencing on the 3rd Floor Expansion Premises
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Commencement Date (which date will be extended one (1) day for each day Tenant
is delayed in constructing improvements in 3rd Floor Expansion Premises because
of a "Lease
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Commencement Date Delay," as that term is defined in Section 5.1 of the Tenant
Work Letter) and continuing throughout the 3rd Floor Lease Term, Tenant shall
pay to Landlord Base Rent as set forth below on or before the first day of each
month in accordance with the terms of Article 3 of the Lease.
Monthly Installment
Annual Base Rent or Base Rent
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3rd Floor Commencement Date
through February 15, 2002 $620,505.60 $51,708.80
February 16, 2002 through
Lease Expiration Date $676,915.20 $56,409.60
4.2 DIRECT EXPENSES. During the 3rd Floor Lease Term, Tenant shall
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pay Tenant's Share of Direct Expenses attributable to the 3rd Floor Expansion
Premises in accordance with the terms of Article 4 of the Lease; provided,
however, that for purposes of calculating Tenant's obligations with respect to
the 3rd Floor Expansion Premises, (I) Tenant's Share shall be equal to 4.41%,
and (ii) the Base Year shall mean the calendar year 1998.
5. IMPROVEMENT ALLOWANCE. Tenant shall be entitled to a one-time
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allowance for the purchase, installation and design of (i) improvements which
are permanently affixed to the 3rd Floor Expansion Premises (the "3RD FLOOR
IMPROVEMENTS") and (ii) furniture, fixtures and equipment to be utilized in the
3rd Floor Expansion Premises ("3RD FLOOR FF&E"), and (iii) tenant improvements
previously installed in the Initial Premises pursuant to the terms of the Lease
(the "INITIAL PREMISES IMPROVEMENTS") in an aggregate amount equal to Seven
Hundred Five Thousand One Hundred Twenty and No/100 Dollars ($705,120.00) (the
"3RD FLOOR IMPROVEMENT ALLOWANCE"), provided that in no event shall in excess of
Two Hundred Thirty-Five Thousand Forty and No/100 Dollars ($235,040.00) of the
3rd Floor Improvement Allowance, in the aggregate (the "FIRST DISBURSEMENT"), be
utilized for 3rd Floor FF&E and the Initial Premises Improvements. The
construction and installation of the 3rd Floor Improvements shall be made in
accordance with the terms of Article 8 of the Lease, except that the review
periods shall be shortened as applicable, from twenty (20) days to ten (10)
business days and from ten (10) days to five (5) business days. Landlord shall
disburse the 3rd Floor Improvement Allowance in accordance with the disbursement
procedure set forth in Section 2.2.2 of the Tenant Work Letter. Notwithstanding
anything in this Section 5 to the contrary, in no event shall Landlord's
disbursements pursuant to this Section 5 exceed the 3rd Floor Improvement
Allowance. The First Disbursement shall be paid by Landlord to Tenant within
thirty (30) days of the full execution and delivery of this First Amendment in
recognition of the fact that Tenant has already expended more than $235,040.00
in excess of all Allowances paid by Landlord to Tenant pursuant to the Tenant
Work Letter.
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6. RELEASE OF LC; GUARANTY OF LEASE. Concurrently with Tenant's
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execution of this First Amendment, Tenant shall deliver a Guaranty of Lease (the
"GUARANTY"), executed by The News Corporation Limited, a South Australian
corporation, and News Publishing Australia Limited, a Delaware corporation
(collectively, "GUARANTORS"), in the form attached hereto as Exhibit B. In
consideration of Tenant's delivery of the Guaranty, following the full execution
and delivery of this First Amendment, Landlord deliver to Tenant the LC held by
Landlord pursuant to the terms of Section 21.1 of the Lease. Tenant hereby
expressly waives any and all of the benefits under the second sentence of
California Civil Code Section 2822(a) with respect to the Guaranty, and agrees
that Landlord (not Tenant) may designate the portion of Tenant's lease
obligations that is satisfied by a partial payment by Tenant.
7. PARKING. Tenant shall be entitled to parking passes in connection
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with Tenant's lease of the 3rd Floor Expansion Premises based upon the ratios
and other terms and conditions set forth in the Lease. Notwithstanding anything
in the Lease, as amended by this First Amendment to the contrary, Tenant shall
be required to pay for parking passes utilized by Tenant during the Early
Occupancy Period. Landlord and Tenant hereby acknowledge and agree that Tenant
shall pay for the parking passes rented by Tenant in connection with the 3rd
Floor Expansion Premises at the same rate as Tenant pays for parking passes in
connection with the Initial Premises leased by Tenant.
8. BROKERS. Landlord and Tenant hereby warrant to each other that they
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have had no dealings with any real estate broker or agent in connection with the
negotiation of this Third Amendment, excepting only Xxxxx Interests Limited
Partnership and Les Small & Company, a Division of Entertainment Realty Corp.
(the "BROKERS"), and that they know of no other real estate broker or agent who
is entitled to a commission in connection with this First Amendment. Each party
agrees to indemnify and defend the other party against and hold the other party
harmless from any and all claims, demands, losses, liabilities, lawsuits,
judgments, and costs and expenses (including, without limitation, reasonable
attorneys' fees) with respect to any leasing commission or equivalent
compensation alleged to be owing on account of the indemnifying party's dealings
with any real estate broker or agent other than the Brokers. The terms of this
Section 8 shall survive the expiration or earlier termination of this First
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Amendment.
9. BINDING EFFECT. The provisions of this First Amendment shall be
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binding upon and inure to the benefit of the heirs, representatives, successors
and permitted assigns of the parties hereto.
Except as explicitly set forth in this First Amendment, all of the terms
and provisions of the Lease are unmodified and shall remain in full force and
effect.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment to
be executed on the day and date first above written.
"Landlord":
BEACON PROPERTIES, L.P.,
a Delaware limited partnership,
By: Beacon Properties Corporation,
a Maryland corporation,
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx Xxxxxxxx
Senior Vice President
The Foregoing Is Accepted And
Agreed To:
"Tenant":
SABAN ENTERTAINMENT, INC.,
a Delaware corporation
By: /s/ Xxx Xxxxx
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Its:
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By:
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Its:
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EXHIBIT A
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OUTLINE OF 3RD FLOOR EXPANSION PREMISES
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[FLOOR PLAN]
EXHIBIT A - Page 1
00000 XXXXXXXX XXXXXXXXX
[Saban Entertainment, Inc.]
