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Exhibit 10.75
Hearst-Argyle Television, Inc.
888 Seventh Avenue
New York, New York 10106
Dreamlife
888 7th Avenue
13th Floor
New York, New York
10106
Re: 888 Seventh Avenue
New York, New York 10106 ("The Building")
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Ladies and Gentleman:
This letter agreement (this "Agreement") will set forth our agreement
with respect to the granting by Hearst-Argyle Television, Inc., a Delaware
corporation ("Licensor") to ("Dreamlife"), a Delaware Corporation ("Licensee")
of a license to enter into and use a portion of the thirteenth (13th) floor of
the referenced Building on a non-exclusive basis and on the following terms and
conditions (the "License"):
1. LICENSED AREA: The License is granted with respect to that
portion of the Building depicted on EXHIBIT A attached hereto
(the "Licensed Area").
2. TERM OF LICENSE: The term (the "Term") of the License will
commence on the date (the "Commencement Date") of receipt of
approval of this Agreement by 888 Seventh Avenue LLC, as
landlord ("Landlord") under that certain lease dated February
18, 1998 between Paramount Group, Inc., as Agent for 888 7th
Avenue Associates Limited Partnership ("Original Landlord")
and Licensor, as amended by that certain First Amendment of
Lease dated September 15, 1999 between 888 7th Avenue LLC
(successor-in-interest to Original Landlord) and Licensor (the
"Lease") pursuant to which Licensor demises space in the
Building and, except as otherwise provided herein (including,
without limitation, as provided in Paragraph 4 of this
Agreement), will terminate on the date (the "Expiration Date")
that is the day immediately proceeding the one (1) year
anniversary of the Commencement Date or such earlier date on
which the term of the Lease shall expire or be terminated.
3. EXTENSION OPTION: Licensee shall have the right, at its sole
and exclusive option and without obligation, provided Licensee
is in compliance with the terms of this Agreement, and upon
notice to Licensor given at least ninety (90) days prior to
the Expiration Date and provided Landlord shall consent
thereto, to extend the Term for successive periods of one (1)
year each (each, an "Extension Term"), the first such period
commencing on the date immediately succeeding the Expiration
Date and expiring on the first (1st) anniversary of the
Expiration Date, unless such Extension Term shall sooner end
pursuant to any of the terms, covenants or conditions of this
License (including, without limitation, as provided in
Paragraph 4 of this Agreement) or pursuant to law and, if such
option is exercised and Landlord consents thereto prior to the
then Expiration Date, the Term shall be extended without
execution or delivery of any other or further documents, with
the same force and effect as if the applicable Extension Term
had originally been included in the Term and the Expiration
Date shall thereupon be deemed to be the last day of such
Extension Term.
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4. CANCELLATION OPTION: Either Licensor or Licensee may elect to
terminate this Agreement effective at the end of any calendar
month upon the giving of not less than 30 days' prior written
notice to the other party. Upon the giving of such notice, the
License (unless the same shall have expired sooner pursuant to
any of the other provisions of the License or pursuant to law)
shall terminate on the "Termination Date" set forth therein
with the same effect as if the Termination Date were the
Expiration Date and Licensee shall terminate its occupancy of
the Licensed Area in accordance with the terms and conditions
of the License, including, but not limited to, Section 13
hereof, not later than the Termination Date.
5. LICENSE FEE: Licensee shall pay to Licensor at its address set
forth above (or such other address as licensor may designate)
a fee of $10,000 on the first day of each month during the
Term (the "License Fee") without demand or notice or any
set-off, offset or deduction. The License Fee includes payment
for (i) elevator, heat, ventilation, air-conditioning,
electricity, water and basic cleaning services as, if and when
provided to Licensor under the lease with respect to the
Licensed Area and (ii) basic local telephone service
(excluding toll charges or any other fees above the basic
service charge as determined by Licensor's telephone service
provider). At Licensee's request, Licensor shall request that
Landlord provide additional elevator, heat, air conditioning
and/or cleaning services in accordance with the terms of the
Lease and all charges for such additional services with
respect to the Licensed Area shall be paid by Licensee to
Licensor upon demand therefor, provided that Licensor shall
have no liability with respect to, and the terms of this
Agreement and the License shall not be affected by, any
failure by the landlord to provide such additional services.
Any costs or fees payable by Licensee hereunder in excess of
the License Fee shall be paid to Licensor promptly upon
demand therefore.
6. PERMITTED USE; NO ASSIGNMENT OR OTHER TRANSFER: Licensee may
use the Licensed Area for general office purposes in
accordance with the provisions of the Lease and for no other
purpose. Licensee shall not permit any other person or entity
not employed by Licensee to use or occupy the Licensed Area,
and Licensee shall not assign or otherwise transfer this
Agreement or the License granted hereby to any other person or
entity.
7. SUBORDINATION TO THE LEASE: COMPLIANCE WITH LAW: This
Agreement shall be in all respects subject and subordinate to
the terms of the Lease and all matters to which the Lease is
subject and subordinate. Licensor represents that a true and
complete copy of the lease (with certain economic provisions
which are not applicable to this Agreement and the License
deleted therefrom) is annexed hereto as EXHIBIT B. Licensee
hereby acknowledges that it has read and is familiar with the
terms of the Lease as set forth in EXHIBIT B.
8. COVENANTS REGARDING THE LEASE: Licensee shall not do, permit
or omit to do anything that would cause or constitute a
default under the Lease. Each party shall promptly deliver to
the other party copies of all notices, requests or demands
which relate to the Licensed Area or the use or occupancy
thereof after receipt of same from Landlord or any other
person or entity.
9. SERVICES AND REPAIRS: Licensor shall not be required to
provide any of the services or make any of the repairs that
Landlord has agreed to provide pursuant to the Lease (or is
required by law to provide), including, without limitation,
the provision of electricity to the Licensed Area that
Landlord has agreed to furnish pursuant to the Lease or take
any other action that Landlord is required by law or has
agreed to provide, furnish, make, comply with, or take, or
cause to be provided, furnished, made, complied with or,
taken under the Lease, but at Licensee's request and cost,
Licensor agrees to use commercially reasonable efforts to
obtain the same from Landlord (provided, however, that
Licensor shall not be obligated to use such efforts or take
any action which might give rise to a default under the
Lease).
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10. CONDITION OF THE LICENSED AREA: Licensee has inspected and is
familiar with the Licensed Area and agrees to accept the
Licensed Area in its "as is" condition. Licensor makes no
representations or warranties with respect to the condition of
the Licensed Area and shall have no obligation to perform any
work or otherwise prepare the Licensed Area for Licensee's use
and occupancy. Licensee shall make no alterations or
improvements to the Licensed Area without Licensor's prior
written consent and, if any such alterations or improvements
are approved by Licensor, same shall be made only in strict
accordance with the terms of the Lease. At the end of the
Term, any such alterations shall, at the option of Licensor,
either be (a) removed by Licensee in accordance with Paragraph
13 hereof or (b) become the property of Licensor and be
surrendered with the Licensed Area. Licensee shall maintain
and take good care of the Licensed Area and shall make all
repairs and replacements thereto as and when needed to
preserve same in the condition on which same existed as of the
Commencement Date, normal wear and tear accepted, provided
that if the required repairs are structural in nature, affect
any Building system or affect any portion of the Building
outside of the Licensed Area, such repairs shall be made by
Licensor, or as applicable, Landlord, at Licensee's cost.
Licensee, at Licensee's sole cost and expense, shall comply
with all present and future laws, rules, orders, ordinances,
regulations, statutes, requirements, codes and executive
orders of all governmental authorities now or hereinafter
created, and of any applicable fire rating bureau or similar
body, applicable to the use and/or occupancy of the Licensed
Area. Licensee shall also comply with the rules and
regulations for the Building that Landlord may from time to
time adopt.
11. INSURANCE AND INDEMNITY; LIMITATION OF LIABILITY:
(a) Licensee shall obtain and keep in full force and
effect during the Term a policy of Commercial general public
liability and property damage insurance reasonably acceptable
to Licensor under which licensee is named as the insured, and
Licensor, Landlord and any other parties which Licensor has
provided notice are named as additional insureds.
(b) Licensee shall indemnify, defend, protect and
hold harmless each of Licensor, Landlord and any superior
lessors and mortgages of which Licensor has provided notice to
Licensee, and each of their respective direct and indirect
partners, officers, shareholders, directors, members,
trustees, beneficiaries, employees, principals, contractors,
invitees, servants, agents and representatives (collectively,
the "INDEMNITEES") from and against any and all losses,
liabilities, claims, judgments, damages, interest and expenses
of any kind or nature (including reasonable attorneys fees and
disbursements) to which any Indemnitee may (except insofar as
it arises out of the gross negligence or willful misconduct of
any such Indemnitee) be subject arising from or in connection
with the use by Licensee or any employee, agent, contractor,
officer, partner or invitee of Licensee of the Licensed Area
or the Building during the Term or arising from any default by
Licensee in the keeping observance or performance of any
provision contained in the License.
12. DEFAULT: In addition to any and all other rights or remedies
provided in License or which Licensor may have at law, in
equity, or otherwise, if Licensee shall fail to comply with
any of Licensee's obligations under the License and such
non-compliance continues for more than 10 days after notice by
Licensor to Licensee of such non-compliance, then the License
and this Agreement shall immediately terminate, and Licensee
shall immediately quit and surrender the Licensed Area as
required hereby.
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13. END OF TERM: Upon the expiration or earlier termination of the
Term, Licensee shall, at Licensor's option pursuant to
Paragraph 10 hereof, remove all of licensee's alterations,
improvements, fixtures, equipment and personal property from
the Licensed Area and repair all damage caused by such
removal, and shall quit and surrender to Licensor the Licensed
Area vacant, broom-clean and in the order and condition
thereof as of the Commencement Date, ordinary wear and tear
accepted.
14. NO SUIT FOR DAMAGES; WAIVER OF JURY TRIAL; LIMITATION OF
LIABILITY:
(a) Licensee shall not seek to obtain any judgment
for damages (including, without limitation, consequential
damages) or indemnity against Licensor, or any of Licensor's
partners, shareholders, officers, directors, employees,
agents, trustees, beneficiaries and contractors, by reason of
a default by Licensor hereunder.
(b) LICENSOR AND LICENSEE HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF
THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN
RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR THE LICENSE, THE RELATIONSHIP OF LICENSOR
AND LICENSEE, LICENSEE'S USE OR OCCUPANCY OF THE LICENSED
AREA, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY
OR STATUTORY REMEDY. IN THE EVENT LICENSOR COMMENCES ANY
ACTION FOR NON-PAYMENT OF THE LICENSEE FEE, LICENSEE SHALL NOT
INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION
(UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH
PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT
ACTION AT LAW.
(c) Notwithstanding anything to the contrary
contained herein, neither Licensor nor Any general or limited
partner in or of Licensor, whether direct or indirect, nor any
direct or indirect partners in such partners, nor any
disclosed or undisclosed officers, shareholders, principals,
directors, employees, partners, servants or agents of Licensor
or any of the foregoing, nor any investment advisor or other
holder of any equity interest in Licensor, their successors,
assigns, agents, or any mortgages in possession shall have any
personal liability with respect to any provisions of this
Agreement or the License.
15. NOTICES: Any notice or other communication given by either
party to the other with respect to the License or this
Agreement shall be in writing and shall be deemed to have been
properly given if sent by personal delivery, or registered or
certified mail, return receipt requested, posted in a United
States post office station in the continental united States,
or by a nationally recognized overnight courier, in each case
addressed (i) to Licensee at its address first above written
Attention: Pat Pinto and (ii) to Licensor, at its address
first above written, Attention: Al Lustgarten or such other
address as either party may designate in writing. A copy of
each communication to Licensor shall also be sent to Clifford
Chance Rogers & Wells LLP, 200 Park Avenue, New York, New York
10166, Attention: David C. Djaha, Esq. All such communications
shall be deemed to have been given, rendered or made when
delivered on the date such communication is actually received
as evidenced by a written receipt therefor or refusal to
accept delivery, as of the date of such refusal, in the case
of personal delivery, or three (3) days after the day so
mailed, or one (1) business day after sent by nationally
recognized overnight courier.
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16. BROKER: Each party hereto covenants, warrants and represents
to the other party that it has had no dealings, conversations
or negotiations with any broker concerning the execution and
delivery of this Agreement. Each party hereto agrees to
defend, indemnify and hold harmless the other party against
and from any claims for any brokerage commissions and all
costs, expenses and liabilities in connection therewith,
including, without limitation, reasonable attorneys' fees and
disbursements, arising out of a breach of its respective
representations and warranties contained in this paragraph
being untrue. The provisions of this Paragraph shall survive
the expiration or earlier termination of this Agreement.
17. CONSENT: Whenever the provisions of this Agreement require the
written consent of Licensor, such provisions shall, to the
extent Landlord's consent is required pursuant to the terms of
the License, be construed to require the written consent of
both Licensor and Landlord.
18. MISCELLANEOUS:
(a) A failure by either party in any instance to
insist upon the strict performance of any one or more of the
obligations of the other party under this Agreement, or to
exercise any election herein contained, shall in no manner be
or be deemed to be a waiver by Licensor or Licensee, as the
case may be, of any of such other party's defaults or breaches
hereunder or of any rights and remedies arising by reason of
such defaults or breaches, or a waiver or relinquishment for
the future requirement of strict performance of any and all of
such other party's obligations hereunder.
(b) This Agreement contains the entire agreement
between the parties and all prior negotiations and agreements
are merged in this Agreement. Any agreement hereafter made
shall be ineffective to change, modify or discharge this
Agreement in whole or in part unless such agreement is in
writing and signed by the parties hereto.
(c) Anything herein to the contrary notwithstanding
this Agreement and the License shall terminate immediately
upon Licensor's assignment or sublease of its rights under the
Lease.
(d) This Agreement is not to be construed as in any
way granting to Licensee any interest in the Licensed Area.
The License merely grants to Licensee a license to enter upon
and use the Licensed Area in accordance with the terms hereof
and shall not be deemed to grant to Licensee a leasehold or
other real property interest in the Licensed Area, it being
understood that this Agreement creates a License to use the
Licensed Area on an non-exclusive basis.
(e) In the event that any provision of this Agreement
shall be held to be invalid or unenforceable in any respect,
the validity, legality or enforceability of the remaining
provisions of this Agreement shall be unaffected thereby.
(f) Nothing contained in this Agreement shall be
construed to create priority of estate or contract between
Licensee and Landlord.
(g) Capitalized terms used herein shall have the same
meanings as are ascribed to them in the Lease, unless
otherwise expressly defined herein.
(h) This Agreement shall not be binding upon either
party unless and until both parties shall have executed and
delivered same.
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(i) This Agreement and the License shall be governed
by, and construed in accordance with, the laws of the State of
New York.
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Very truly yours,
Hearst-Argyle Television, Inc.
By: /s/ Al Lustgarten
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Name: Al Lustgarten
Title: Vice President, IT and
Administration
ACCEPTED AND AGREED
THIS 2nd DAY OF December
Dreamlife
By: /s/ Peter Lund
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Name: Peter Lund
Title: Chairman
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