STATE OF SOUTH CAROLINA )
) SUBLEASE AGREEMENT
COUNTY OF SPARTANBURG )
This Sublease Agreement is made as of the ______ day of February, 1997 by
and between Johnson Development Associates, Inc., a South Carolina Corporation
herein referred to as "Sublessor" and ESA Management, Inc., hereinafter referred
to as "Sublessee".
Bell Hill, LLC is the successor in interest to Bell Hill Associates,
hereinafter referred to as "Landlord". On January 30, 1990, Landlord did lease a
portion of the third floor of the Bell Office Building III at 961 East Main
Street, Spartanburg, SC to WJB Video Limited Partnership as evidenced by copy of
said lease which is attached hereto with four amendments and made a part hereof
and referenced hereafter as "Lease Agreement".
Subsequently, WJB Video Limited Partnership through its affiliated company,
Blockbuster Video, Inc. did reduce its presence in Bell Hill and is desirous of
subleasing all of the space that it occupied on the third floor in accordance
with the above referenced Lease Agreement. That space is hereafter defined as
"Premises".
A Sublease Agreement (the "WJB Sublease Agreement") was entered into
between WJB Video Limited Partnership and Johnson Development Associates, Inc.
on August 30, 1996 wherein Johnson Development obligated itself to sublease all
of the third floor not presently occupied by it. Such a sub-Sublease is
anticipated under the provision of Section 5A of the WJB Sublease Agreement.
NOW THEREFORE, Johnson Development Associates, Inc. as Sublessor and ESA
Management, Inc. do hereby agree as follows:
1. The Sublessor hereby subleases to Sublessee the Premises described in
attached Exhibit "A" upon the conditions and terms set forth hereafter.
2. The term of this sublease shall commence October 21, 1996 and shall
continue in full force and effect until December 31, 1997. Sublessee shall have
the option of extending this sublease for an additional twelve (12) month period
each year, throughout the term of the WJB Sublease Agreement, on the same terms
and conditions provided for herein, by sending written notice to Sublessor no
later than October 1st of each succeeding year. By way of example, if Sublessee
wishes to extend the term of this sublease to December 31, 1998, it must provide
written notice to Sublessor not later than October 1, 1998.
3. (a) Sublessee shall pay to Sublessor a base monthly rent calculated
by multiplying $9.55 per rentable square foot of the Premises. Said amount is
set forth in attached Schedule A. In addition to the base monthly rent,
Sublessee shall pay, as additional rent, its pro rata share of any and all
common area charges as defined under the Lease Agreement. Such amount shall be
paid monthly.
(b) It is understood that this sublease is a triple net sublease and
that Sublessee's pro rata share of any and all cost that would be payable by
Johnson Development Associates, Inc. as Sublessor and/or WJB Video Limited
Partnership for the Premises shall be borne by Sublessee as of the commencement
date.
(c) All rent, both base and the prorata contribution to CAM, shall be
due and payable on or before the first day of each month in advance to Sublessor
at the address stated below. Rent for any period less than one month shall be
apportioned based on the number of days in that month.
(d) In the event of late payment, Sublessor shall be entitled to a
late charge of two percent (2%) of the amount of the monthly rent if not
received by Sublessor on or before the fifth day of each month.
4. Sublessee shall use the Premises solely for general office use and for
no other purpose.
5. Sublessee shall not, by operation of law or otherwise, transfer, sign,
sublet, enter into license agreement, mortgage or hypothecate this sublease or
Sublessee's interest in the Premises without first procuring the prior written
consent of Bell Hill, LLC, WJB Video Limited Partnership and Johnson Development
Associates, Inc. which consent shall not be unreasonably withheld or delayed.
The attempted transfer, assignment, etc. without such permission shall be void
and shall confer no rights upon any third person. In the event of a permitted
sublease or assignment, the Sublessee shall not be relieved from any covenant or
obligation for the balance of the sublease term. Acceptance of rent by Sublessor
from any third party or entity shall not be deemed a waiver by Sublessor of any
provision hereof. Sublessee agrees to reimburse Sublessor for any reasonable
fees incurred in conjunction with the processing and documentation of any such
transfer, assignment, subletting, licensing, changing ownership, mortgage or
hypothecation of this sublease. Sublessee shall have the absolute right to
sublet, assign or otherwise transfer its interest in this sublease to any parent
or operating subsidiary of Sublessee, or subsidiary of the parent of Sublessee,
or to a corporation with which Sublessee may merge or consolidate, or to any
entity controlled by George Dean Johnson, Jr., without the approval of
Sublessor, WJB Video Limited Partnership or Bell Hill, LLC. This sublease shall
contain no provision restricting or referring in any manner to a change in
control or change in shareholders, directors, management or organization of
Sublessee, or to the issuance, sale, purchase or disposition of the shares of
Sublessee.
6. Sublessee agrees to take the Premises in "as is" condition. Sublessee
has inspected and is fully familiar with the condition of the Premises and
Sublessee's taking of possession shall constitute acknowledgment that the
Premises are in good condition and without need of repair. Sublessor makes no
representations or warranties with regard to any equipment or fixtures.
7. Except as otherwise specifically provided for herein, Sublessee agrees
to be bound by the terms of Paragraph 9, 10, 11, 12, 13, 14, 15, 16 of the Lease
Agreement. Further, it makes the covenants and representations stated in
Paragraph 17, 20, 24 of the Lease Agreement.
2
8. The default provisions of Paragraph 18 and 19 shall be in full force
and effect.
9. All notices provided for under this Sublease Agreement, under the
Johnson Development Sublease Agreement, and the original Lease Agreement shall
be in writing and sent by Express Courier Service or by Registered or Certified
Mail, Return Receipt Requested to Johnson Development Associates, Inc., P.O. Box
3524, 961 East Main Street, Spartanburg, SC 29302, Attn: A. Foster Chapman, and
to WJB Video, LP, c/o Viacom Realty Corporation, 1515 Broadway, New York, NY
10036-5794, Attn: Mr. David H. Williamson, with a copy to Viacom, Inc., 1515
Broadway, New York NY 10036-5794, Attn: General Counsel, as to Sublessee,
Extended Stay America, Inc., 450 East Las Olas Boulevard, Suite 1100, Fort
Lauderdale, FL 33301 Attn: Development Counsel.
10. All of the terms and conditions of the referenced and attached
documents are fully incorporated herein except as may be expounded upon herein
and the parties shall be bound to such previous documents.
11. In the case any one or more of the provisions contained in this
Sublease shall for any reason be held invalid, illegal, or unenforceable, such
unenforceability shall not affect any other provision of this Sublease, the
Sublease shall be construed as if such provision had not been contained herein.
12. Sublessee represents and warrants that this Sublease has been duly
authorized and the party signing on behalf of Sublessee is so authorized to
execute this Sublease.
13. Sublease may not be modified or amended except by written agreement
signed by the parties hereto.
14. This agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
3
In witness whereof, the parties have hereunto set their hands and seals on
the date and year first stated above.
SUBLESSOR
Johnson Development Associates, Inc.
By: /s/ A. Foster Chapman
-------------------------------
A. Foster Chapman, President
SUBLESSEE
ESA Management, Inc.
By: /s/ Shawn R. Ruben
-------------------------------
Its: Vice President - Development
-------------------------------
This Sublease Agreement is hereby consented to by:
BELL HILL, LLC
By: /s/ George D. Johnson, Jr.
-----------------------------------
George Dean Johnson, Jr., President
WJB VIDEO LIMITED PARTNERSHIP
By: Blockbuster Video, Inc., General Partner
By: (not required)
----------------------------------------
David H. Williamson, Vice President - Real Estate
4