Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 72 417K
2: EX-3.2 Certificate of Designations, Preferences & Rights 10 39K
5: EX-10.11 First Amendment to Lease and Agreement 8 30K
3: EX-10.5 Executive Employment Agreement Dated Dec. 1, 2000 14 56K
4: EX-10.6 First Amendment to Executive Employment Agreement 2 9K
6: EX-21.1 Subsidiaries of the Registrant 2 11K
7: EX-23.1 Consent of Independent Accountants 1 5K
EXHIBIT 10.11
FIRST AMENDMENT TO LEASE AND
AGREEMENT RE: SIXTH FLOOR ADDITIONAL SPACE
THIS First Amendment to Lease and Agreement re: Sixth Floor Additional
Space ("Agreement") is made and entered into as of March 15, 2001 by and between
WATER GARDEN COMPANY L.L.C., a Delaware limited liability company (the
"Landlord"), ENTRAVISION COMMUNICATIONS CORPORATION, a Delaware corporation (the
"Tenant"), and ENTRAVISION COMMUNICATIONS COMPANY, L.L.C., a Delaware limited
liability company (the "Assignor").
1. Recitals.
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1.1 Lease. Landlord and Assignor are parties to that certain Office Lease
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dated as of August 19, 1999 (the "Lease") for premises containing 9,307 rentable
square feet and commonly known as Suite 6000 West (the "Existing Premises")
located in an office building at 2425 Olympic Boulevard in Santa Monica,
California, all as more particularly described therein. All terms defined in the
Lease shall have the same meanings when used in this Agreement, unless a
different meaning is clearly expressed herein.
1.2 Assignment of Lease. Assignor wishes to assign its right, title, and
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interest in and to the Lease to Tenant, its Affiliate, and Tenant wishes to
assume Assignor's obligations under the Lease as provided in this Agreement.
1.3 Amendment. The parties hereto desire to amend the Lease to reflect the
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assignment of the Lease from Assignor to Tenant, to reflect the leasing of
additional space on the sixth (6th) floor of the Building by Landlord to Tenant
and to otherwise modify and amend the Lease as set forth hereinbelow.
2. Assignment and Assumption.
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Effective as of the date hereof, Assignor hereby assigns and transfers to
Tenant all of its right, title and interest in and to the Lease and the
Premises, and Tenant hereby agrees to and does accept such assignment. Tenant
expressly assumes and agrees to keep, perform, and fulfill all the terms,
covenants, conditions and obligations required to be kept, performed and
fulfilled by Assignor as Tenant under the Lease, including the making of all
payments due to or payable on behalf of Landlord under the Lease when due and
payable.
3. Lease of Additional Space.
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3.1 Additional Space. Section 4.2 of the Summary is hereby amended
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effective upon the Additional Space Commencement Date (as defined below) to add
to the Premises 3,776 rentable square feet and 3,202 usable square feet on the
sixth (6th) floor of the Building more commonly known as Suite 6030 West, as
shown on Exhibit "A" attached hereto (the "Additional Space"). Effective upon
the Additional Space Commencement Date, Exhibit "A" to the Lease is supplemented
by the addition of Exhibit "A" attached hereto, and all references in the Lease
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to the Premises shall include the Additional Space.
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3.2 Contingent Upon Termination of Current Tenant. Tenant acknowledges
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that, as of the date hereof, an existing tenant ("Current Tenant") currently
leases space in the Building, which space includes the Additional Space,
pursuant to an existing lease between Landlord and Current Tenant ("CT Lease").
Landlord will use commercially reasonable efforts, without being obligated to
incur any material expense, to enter into a lease termination agreement with the
Current Tenant on terms acceptable to Landlord, pursuant to which the Current
Tenant shall terminate the CT Lease and vacate the Additional Space on or before
April 1, 2001 ("CT Termination"). If Landlord is unable to enter into the CT
Termination with Current Tenant on or before April 1, 2001, then Landlord may
give written notice to Tenant on or before April 1, 2001 canceling this
Agreement, in which case, notwithstanding anything herein to the contrary, this
Agreement and all of the terms and conditions hereof, including without
limitation the occurrence of the Additional Space Commencement Date, shall have
no force or effect.
4. Term
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4.1 Additional Space Term. The Lease Term with respect to the Additional
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Space (sometimes referenced herein as the "Additional Space Term") shall
commence on the earlier of (a) June 1, 2001 or (b) the date of Substantial
Completion as defined in Section 7 below (herein called the "Additional Space
Commencement Date"), and shall end on January 31, 2007, which is the same date
as the date upon which the Lease Term ends as to the Existing Premises. In no
event shall this Agreement or the Lease be void, voidable or subject to
termination or shall Landlord be liable to Tenant for any loss or damage
resulting from Landlord's inability to deliver the Additional Space to Tenant,
but no rent hereunder with respect to the Additional Space shall be payable with
respect to any delay in delivery of the Additional Space to the extent caused by
Landlord. Landlord shall deliver to Tenant a Notice of Lease Term Dates with
respect to the Additional Space substantially in the form of Exhibit "B"
attached to the Lease, as applicable to the Additional Space, which notice
Tenant shall execute and return within ten (10) business days after its receipt
thereof, and thereafter the dates set forth therein shall be conclusive and
binding upon Tenant. Tenant's rights with respect to the Option Term, as set
forth in Section 2.2 of the Lease, shall apply to the entire Premises as
expanded by this Agreement.
4.2 Acceptance of Additional Space. Tenant hereby accepts the
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Additional Space in its "AS-IS" condition and Landlord shall have no obligation
with respect to the improvement, repair, restoration or refurbishment of the
Additional Space except as specifically set forth in Section 7 below. Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any
representation or warranty, except as otherwise expressly provided in this
Agreement, with respect to the Additional Space or any other portion of the
Project including, without limitation, any representation or warranty with
respect to the suitability or fitness of the Additional Space or any other
portion of the Project for the conduct of Tenant's business.
5. Rent
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5.1 Additional Space Rent. The rent payable with respect to the
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Additional Space (the "Additional Space Rent"), which shall be paid in addition
to the Base Rent under the
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Lease, shall be paid at the same time and in the same manner as the payment of
the Base Rent pursuant to Article 3 of the Lease, as follows :
[Download Table]
Period of Time During Annual Additional Monthly Installment of Monthly
Additional Space Term Space Rent Additional Space Rent Rate per RSF
--------------------- ------------------ ----------------------- ------------
Months 1-12 $169,920.00 $14,160.00 $3.75
Months 13-24 $176,716.80 $14,726.40 $3.90
Months 25-36 $183,966.72 $15,330.56 $4.06
Months 37-48 $191,216.64 $15,934.72 $4.22
Months 49-60 $198,919.68 $16,576.64 $4.39
Month 61 through
Lease Expiration Date $206,622.72 $17,218.56 $4.56
The first monthly installment of Additional Space Rent shall be paid upon
Tenant's execution of this Agreement. Tenant's obligation to pay the Additional
Space Rent and any adjustment thereof as expressed in this Agreement shall have
no effect on the Base Rent and any adjustment thereof pursuant to the Lease with
respect to the Existing Premises.
5.2 Partial Months. If the Additional Space Commencement Date occurs on
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a day other than the first day of a calendar month, the Additional Space Rent
for such month shall be prorated based upon the number of days in such month
occurring during, or before or after, the Additional Space Commencement Date.
5.3 Additional Rent/Tenant's Share. Commencing on the Additional
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Space Commencement Date, Tenant shall pay Additional Rent with respect to the
respectively, of the Summary shall be supplemented by the following: the Base
Year with respect to the Additional Space shall be the calendar year of 2001,
and Tenant's Share with respect to the Additional Space shall be 1.1343 %. The
Base Year, Tenant's Share, and Tenant's obligation to pay the Additional Rent
with respect to the Additional Space, as expressed in this Agreement, shall have
no effect on the Base Year, Tenant's Share, and Tenant's obligation to the pay
the Additional Rent pursuant to the Lease with respect to the Existing Premises.
6. Supplementary Security Deposit.
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Concurrently with Tenant's execution of this Agreement, Tenant shall
deposit with Landlord a security deposit (the "Supplementary Security Deposit")
in the amount of Twenty-Eight Thousand Three Hundred Twenty Dollars
($28,320.00). Without limiting any of Landlord's rights under Article 21 of the
Lease, Landlord shall hold the Supplementary Security Deposit as security for
the faithful performance by Tenant of all the terms, covenants, and conditions
of the Lease, as amended hereby, to be kept and performed by Tenant during the
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Lease Term and the Option Term, if any, in accordance with this Section 6. If
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Tenant defaults with respect to any provisions of the Lease, including, but not
limited to, the provisions relating to the payment of Rent, Landlord may, but
shall not be required to, use, apply or retain all or any part of the
Supplementary Security Deposit for the payment of any Rent or any other sum in
default, or for the payment of any amount that Landlord may spend or become
obligated to spend by reason of Tenant's default, or to compensate Landlord for
any other loss or damage that Landlord may suffer by reason of Tenant's default.
Landlord's use, application or retention of the Supplementary Security Deposit
or any portion thereof shall not (a) prevent Landlord from exercising any other
right or remedy provided by the Lease or by law, it being intended that Landlord
shall not first be required to proceed against the Supplementary Security
Deposit, nor (b) operate as a limitation on any recovery to which Landlord may
otherwise by entitled. If any portion of the Supplementary Security Deposit is
so used or applied, Tenant shall, within five (5) days after written demand
therefor, deposit cash with Landlord in an amount sufficient to restore the
Supplementary Security Deposit to its original amount, and Tenant's failure to
do so shall be a default under the Lease. In the event that Landlord transfers
or mortgages its interest in the Project, the Building, and/or the Lease,
Landlord shall have the right to transfer or assign the Supplementary Security
Deposit to the transferee or mortgagee and, in such event, Tenant shall look
solely to such transferee or mortgagee for the return of the Supplementary
Security Deposit. If Tenant shall fully and faithfully perform every provision
of the Lease to be performed by it, the Supplementary Security Deposit, or any
balance thereof, shall be returned to Tenant, or, at Landlord's option, to the
last assignee of Tenant's interest hereunder, within thirty (30) days following
the expiration of the Lease Term or, if applicable, the Option Term. Tenant
shall not be entitled to any interest on the Supplementary Security Deposit.
7. Improvement of Additional Space.
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Landlord shall prepare the Additional Space for Tenant's initial occupancy
thereof, and such work shall be governed by and performed pursuant to terms and
provisions identical to those of the Tenant Work Letter attached to the Lease as
Exhibit "E", as if the same were set forth herein in its entirety, except that,
for purposes of this Agreement, such terms and conditions are hereby amended as
follows:
(a) All references to the Premises and the Lease Commencement Date in the
Tenant Work Letter are deemed to refer instead to the Additional Space and the
Additional Space Commencement Date, respectively;
(b) The Tenant Improvement Allowance, as set forth in Section 2.1 of the
Tenant Work Letter, is in the amount of Thirty-Five Thousand Two Hundred Twenty-
Two Dollars ($35,222) (i.e., $11.00 per usable square foot of the Additional
Space), and all references to Landlord's Drawing Contribution, as defined in
Section 2.1 of the Tenant Work Letter, are hereby deleted and of no force or
effect;
(c) The Architect, as defined in Section 3.1 of the Tenant Work Letter,
shall be Gensler; and
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(d) The dates for items A, B and C of Schedule 1 to the Tenant Work Letter
are amended to read as follows: (A) 10 days after the execution hereof; (B) 20
days after the completion of item A above; and (C) 15 days after the completion
of item of item B above.
8. Parking.
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The number of parking passes provided by Landlord pursuant to Article 28 of
the Lease shall be increased effective upon the Additional Space Commencement
Date by eleven (11) unreserved parking passes.
9. Broker.
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Landlord and Tenant hereby warrant to each other that they have had no
dealings with any real estate broker or agent in connection with the negotiation
of this Agreement, excepting only Trammell Crow Company and Bailes & Associates
(the "Brokers"), whose commissions shall be the responsibility of Landlord
pursuant to a separate written agreement, and that they know of no other real
estate broker or agent who is entitled to a commission in connection with this
Agreement. 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 any dealings with any
real estate broker or agent, other than the Brokers, occurring by, through, or
under the indemnifying party.
10. Notices.
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Landlord's address for purposes of Notices, as set forth in Section 29.13
of the Lease, is hereby amended to read as follows:
J.P. Morgan Investment Management, Inc.
522 Fifth Avenue
9th Floor
New York, New York 10036
Attention: Mr. David Chen, Vice-President
and Trammell Crow So. Cal., Inc.
2425 Olympic Boulevard
Suite 520-East
Santa Monica, California 90404
Attention: Building Manager
With a copy to: Gilchrist & Rutter Professional Corporation
1299 Ocean Avenue
Suite 900
Santa Monica, California 90401
Attention: Paul S. Rutter, Esq.
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11. Miscellaneous.
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11.1 Ratification. Except as specifically amended or modified herein,
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each and every term, covenant, and condition of the Lease as amended hereby is
ratified and shall remain in full force and effect.
11.2 Successors and Assigns. This Agreement shall be binding upon and
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inure to the benefit of the parties hereto, their legal representatives,
successors and permitted assigns.
11.3 Governing Law. This instrument shall be interpreted and construed in
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accordance with the law of the State of California.
11.4 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
LANDLORD:
WATER GARDEN COMPANY L.L.C.
a Delaware limited liability company
By: _____________________________
Name: __________________________
Title: ________________________
Date Signed:____________________
TENANT:
ENTRAVISION COMMUNICATIONS CORPORATION
a Delaware corporation
By: _____________________________
Name: __________________________
Title: ________________________
Date Signed:____________________
By: _____________________________
Name: __________________________
Title: ________________________
Date Signed:____________________
ASSIGNOR:
ENTRAVISION COMMUNICATIONS, COMPANY, L.L.C.
a Delaware limited liability company
By: _____________________________
Name: __________________________
Title: ________________________
Date Signed:____________________
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EXHIBIT "A"
ADDITIONAL SPACE
A-1
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/31/07 | | 2 | | | | | None on these Dates |
| | 6/1/01 | | 2 |
| | 4/1/01 | | 2 |
| Filed on: | | 3/28/01 |
| | 3/15/01 | | 1 |
| For Period End: | | 12/31/00 |
| | 8/19/99 | | 1 |
| List all Filings |
4 Subsequent Filings that Reference this Filing
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