1
EXHIBIT 10.17
ADDENDUM TO SUBLEASE
AGREEMENT, made and entered into this 25th day of July, 1997,
by and between Union Oil Company of California d/b/a Unocal (hereinafter
referred to as "Unocal"), U. S. Franchises Systems, Inc. (hereinafter referred
to as "USF") and Hallwood Real Estate Investors Fund XV, further amended to
read Hallwood 95 L.P., a Delaware Limited Partnership (hereinafter referred to
as "Hallwood").
W I T N E S S E T H
WHEREAS, Unocal and USF have concurrently herewith entered
into that certain "SUBLEASE AGREEMENT" dated July 25, 1997 (hereinafter
referred to as the "Sublease"); and
WHEREAS, Unocal and Hallwood have previously entered into
that certain "OFFICE LEASE AGREEMENT" dated March 14, 1991 together with all
addenda, riders and amendments thereto (hereinafter collectively referred to as
the "Master Lease"), specifically including but not limited to that certain
"LEASE AGREEMENT EXHIBIT E RIDER TO LEASE" (hereinafter separately referred to
as the "Master Lease Rider"), and that certain "Addendum to Lease" dated March
14, 1991 (hereinafter separately referred to as the "Master Lease Addendum"),
that certain "FIRST AMENDMENT TO LEASE" dated June 6, 1994 (hereinafter
separately referred to as the "lst Amendment"), and that certain "SECOND
AMENDMENT TO LEASE" dated August 18, 1994 (hereinafter separately referred to
as the "2nd Amendment"); and
WHEREAS, Unocal, USF and Hallwood wish to add, delete or
amend certain terms and conditions of the Sublease as hereinafter provided;
NOW THEREFORE, in consideration of the mutual covenants and
promises herein contained and other good and valuable consideration, each to
the other in hand paid, Unocal, USF and Hallwood agree as follows:
1. Prior to taking possession of the Premises, USF shall
furnish Unocal with Certificates of Insurance showing both Unocal and Hallwood
as Additional Insureds, in Companies reasonably satisfactory to Unocal and with
coverages of types and amounts as set forth in Exhibit "A" attached hereto and
incorporated herein by reference.
2. USF acknowledges that neither Unocal nor Hallwood has
agreed to provide any "Build Out Allowance" or to perform any "Build Out" or
other improvements, modifications or repair of the Premises and that USF has
inspected the Premises and accepts same in "As Is" condition.
2
3. As between Unocal and USF, the language contained in the
parenthetical near the end of Section 4 of the Sublease is hereby deleted. No
further Subletting of the Premises by USF shall be allowed.
4. As between Unocal and USF, Section 5.2(a) of the Sublease
and the references thereto contained in Sections 5.2(b) and 5.3 are hereby
deleted. Unocal makes no representations or warranties whatsoever regarding the
condition of the Premises or their compliance with any applicable codes,
regulations or ordinances.
5. As between Unocal and USF, Sections VI, VII, IX, XIV, XV
and XVII of the Master Lease Rider are hereby deleted.
6. As between Unocal and USF, the "Leasehold Improvements"
Section of the 2nd Amendment is hereby deleted.
7. As between Unocal and USF, Section 9.0 "ASSIGNMENT OR
SUBLETTING" of the Master Lease is hereby deleted. No further assignment or
subletting by USF shall be allowed.
8. As between Unocal and USF, the first sentence of Section
13.2 "Landlord's Insurance" of the Master Lease is hereby deleted.
9. As between Unocal and USF, all instances of the word
"Negligence" added to Section 15 "HOLD HARMLESS" of the Master Lease by the
Master Lease Addendum, are hereby deleted.
10. As between Unocal and USF, Section 18.1 "Landlord's
Obligations" of the Master Lease, is hereby deleted.
11. In the event Unocal shall elect, in its sole discretion,
to sublet any additional portion of its leased space at 13 Corporate Square,
Atlanta, Georgia, USF shall have a thirty (30) day right of first refusal to
lease such space on the terms and conditions then proposed by Unocal, subject
to any necessary approvals by Hallwood. If USF fails to exercise said right of
first refusal by written notification to Unocal within thirty (30) days
following written notice of Unocal's determination to sublease additional
space, said right of first refusal shall be deemed waived.
12. Anything herein contained to the contrary
notwithstanding, the parties agree that all of the terms, conditions and
obligations of the Master Lease which run from Hallwood to Unocal (Landlord and
Tenant respectively under the Master Lease) shall also be deemed to run from
Hallwood to USF and USF shall be entitled to rely upon and enjoy the benefits
of all of such terms, conditions and obligations, to the same extent as Unocal.
Except as specifically set forth hereinabove, the Sublease remains in full
force and effect.
3
In witness whereof the parties have set their mutual hands and seals the day
and date first above written.
UNOCAL: USF:
By: [Signature Illegible] By: Michael Leven
------------------------------- ---------------------------------
Assistant Manager President/Chief Executive Officer
------------------------------- ---------------------------------
Title Title
Attest: [Signature Illegible] Attest: David E. Shaw
--------------------------- -------------------------------
Assistant Executive Vice President
HALLWOOD:
By: [Signature Illegible]
-------------------------------
[Illegible]
-------------------------------
Title
Attest: [Signature Illegible]
---------------------------
Administrative Assistant
---------------------------
Title
4
EXHIBIT
A
INSURANCE. During the sub-lease period, sub-lessee, at its own expense, shall
procure and maintain during the performance of its obligation under this
Sub-Lease Agreement policies of liability insurance, issued by insurance
companies duly qualified or licensed to issue policies of insurance in the
State of Georgia reasonably acceptable to UNOCAL, which are primary as to any
other existing, valid and collectible insurance insuring Sub-Lessor against
loss or liability caused by or in connection with the performance of this
Sub-Lease Agreement by Sub-Lessee, its agents, servants, employees, invitees,
guests, contractors or subcontractors, in amounts not less than:
(a) Commercial General Liability Insurance Occurrence Form, or the
equivalent, including Blanket Contractual Liability, with a combined single
limit of ONE MILLION DOLLARS ($1,000,000) each occurrence, for Bodily Injury
and Property Damage, including Personal Injury.
(b) Comprehensive Automobile Liability Insurance or Business Auto Policy
covering all owned, hired, or otherwise operated non-owned vehicles, with a
minimum combined single limit of ONE MILLION DOLLARS ($1,000,000) each
occurrence for Bodily Injury and Property Damage.
(c) Workers' Compensation Insurance as required by law, and Employers'
Liability Insurance with a minimum limit of ONE MILLION DOLLARS ($1,000,000)
each occurrence.
The policies of liability insurance shall name UNOCAL and Hallwood, as defined
in the SubLease Agreement, as an additional insured: with a Cross Liability
Clause (Severability of Interest), and shall not exclude or restrict coverage
based upon alleged or actual negligence of an additional insured. Sub-Lessee
shall deliver to UNOCAL a certificate evidencing the policies, that UNOCAL and
Hallwood are named as an additional insured under the policies and that coverage
will not be canceled or materially changed prior to thirty (30) days' advance
written notice to UNOCAL. Subrogation against UNOCAL and Hallwood shall be
waived as respects all of the insurance policies set forth above (including
without limitation policies of any subcontractor). The insurance required
hereunder in no way limits or restricts the indemnification under section 6.4 of
the Sub-Lease Agreement, nor is the insurance to be carried limited by any
limitation placed on the indemnity as a matter of law. Any deductible amount is
the responsibility of the Sublessee.