STANDARD OFFICE LEASE
1. BASIC LEASE PROVISIONS ("BASIC LEASE PROVISIONS")
1.1 PARTIES: This Lease, dated, for reference purposes only,
February 3, 1997, is between National Life Insurance Company,
a Vermont corporation ("Landlord"), and Radio One, Inc., a
Delaware corporation ("Tenant"), doing business under the same
name ("Tenant").
1.2 PREMISES: Suite Number(s) Suite 100, 720 and 800, on the
first, seventh and eighth floors, consisting of 17,175
rentable square feet, more or less, as shown on Exhibit A
hereto (the "Premises").
1.3 BUILDING: The building is located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ in the City of Lanham, County of Prince George's,
State of Maryland, as defined in paragraph 2.
1.4 USE: Radio broadcasting and general office, subject to
paragraph 6.
1.5 TERM: The Term shall commence on February 3, 1997
("Commencement Date") and end on December 31, 2011.
1.6 BASE RENT: Annual base rent is payable in twelve equal
installments on the 1st day of each month, per paragraph 4.1,
but subject to increase upon the following dates after the
Rent Commencement Date (as defined in Section 3.3), and shall
be calculated by multiplying the number of square feet
comprising the Premises by the following numbers:
Year l:
Months 1 through 6 $11.00 per square foot
Months 7 through 12 $12.00 per square foot
Year 2: $13.50 per square foot
Years 3 through 15: 4% annual increases on
January 1, 1999 and on
each January 1st thereafter.
1.7 ADDITIONAL RENT: All monetary obligations of Tenant to
Landlord under the terms of this Lease, including but not
limited to any expenses payable by Tenant hereunder, shall be
deemed to be rent.
1.8 BASE YEAR: For purposes of calculating real estate tax
escalations the base year represents the period July 1, 1997
to June 30, 1998.
1.9 BASE RENT PAID UPON EXECUTION: Fifteen thousand Seven Hundred
Forty Three and 75/100 dollars ($15,743.75) for the first
month of rent.
1.10 SECURITY DEPOSIT: Fifteen thousand Seven Hundred Forty Three
and 75/100 dollars ($15,743.75).
1.11 TENANT'S SHARE OF REAL ESTATE TAX ESCALATION: 22.2% as defined
in paragraph 4.2.
1.12 PARKING: Tenant shall be entitled to parking for 3.5
automobiles per 1,000 square feet leased, subject to paragraph
2.2.
1.13 PROCURING BROKER: None
1.14: COOPERATING BROKER: None. A "cooperating broker" is defined as
any broker other than the Listing Broker entitled to a share
of any commission arising under this Lease.
1.15 LANDLORD ALTERATIONS, IMPROVEMENTS OR ADDITIONS: Landlord will
not be making any alterations, improvements or additions to
the Premises in conjunction with this Lease.
1.16 STORAGE SPACE LICENSE. Landlord shall provide Tenant a
revocable license to use storage space in the Building, in a
location to be determined by Landlord and reasonably
acceptable to Tenant, and subject to availability, of
approximately 500 square feet of space, and at a storage
rental rate equal to $0.00 per square foot. Landlord shall
have the unilateral right to terminate Tenant's license to use
such storage space, at any time, or from time to time by
providing Tenant with fifteen (15) days' prior written notice.
2. PREMISES, PARKING AND COMMON AREAS.
2.1 PREMISES: The Premises are a portion of the Building, as more
particularly identified in paragraph 1.2 of the Basic Lease Provisions (the
"Premises"). The Premises, the Building, the Common Areas, as defined in
paragraph 2.3, the land upon which the same are located, along with all other
non-tenanted, non-occupied buildings and improvements thereon or thereunder, are
herein collectively referred to as the "Office Building Project". Landlord
hereby leases the Premises to Tenant and Tenant leases the Premises from
Landlord for the term, at the rental, and upon all of the conditions set forth
herein, including non-exclusive rights to the Common Areas as herein specified.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy
Page 1 53181002.441
2.2 VEHICLE PARKING. So long as Tenant is not in default, and subject
to the rules and regulations attached hereto, and as established by Landlord
from time to time. Tenant shall be entitled to (1) ten (10) reserved spaces in
the front of the Building, substantially as set forth in exhibit B hereto, (2)
ten (10) reserved spaces in the rear of the Building, substantially as set forth
in Exhibit B hereto, and (3) additional non-exclusive, unreserved parking in the
Office Building Project, on a first-come, first served basis, provided that the
number of unreserved parking spaces, when added to the number of reserved spaces
provided herein, do not exceed in the aggregate the number of parking spaces
permitted by the parking ratio specified in paragraph 1.12 of the Basic Lease
Provisions at the monthly rate applicable from time to time, consistent with
market parameters, for monthly parking as set by Landlord and or its licensee.
2.2.1 If Tenant commits, permits or allows any of the
prohibited activities described in the Lease or the rules then in effect, then
Landlord shall have the right, without notice, in addition to such other rights
and remedies that it may have, to remove or tow away the vehicle involved and
charge the cost to Tenant, which cost shall be immediately payable upon demand
by Landlord.
2.3 COMMON AREAS - DEFINITION. The term "Common areas" is defined as
all areas and facilities outside the Premises and within the exterior boundary
line of the Office Building Project that are provided and designated by the
Landlord from time to time for the general non-exclusive use of Landlord, Tenant
its permitted subtenants and other lessees of the Office Building Project and
their invitees. As used in this Lease, the term "invitees" means the employees,
visitors, suppliers, shippers and customers of Landlord, Tenant and other
lessees of the Office Building Project. The Common Areas include, but are not
limited to, common entrances, lobbies, corridors, stairways and stairwells,
public rest rooms, elevators, escalators, parking areas to the extent not
otherwise prohibited by this Lease, loading and unloading areas, trash areas,
roadways, sidewalks, parkways, ramps, driveways, landscaped areas and decorative
walls.
2.4 COMMON AREAS - RULES AND REGULATIONS. Tenant agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit C with respect
to the Office Building Project, and to cause its invitees to so abide and
conform. Landlord or such other person(s) as Landlord may appoint shall have the
exclusive control and management of the Common Areas and shall have the right,
from time to time, to modify, amend and enforce said rules and regulations.
Landlord shall not be responsible to Tenant for the noncompliance with said
rules and regulations by other lessees of the Office Building Project or their
invitees. Landlord shall not discriminate against the Tenant in the enforcement
of the rules and regulations. In the event of any inconsistency between the
Lease and the rules, the Lease shall govern.
2.5 COMMON AREAS - CHANGES. Landlord shall have the right, in
Landlord's sole discretion, from time to time:
(a) To make changes to the Building interior and exterior and
the Common areas, including, without limitation, changes in the location, size,
shape, number, and appearance thereof, including but not limited to the lobbies,
windows, stairways, air shafts, elevators, escalators, restrooms, driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, decorative walls, landscaped areas and walkways;
provided, however, Landlord shall at all times provide the parking facilities
required by applicable law, and so long as such changes cause no material and
permanent adverse effect on access or amenities; provided, however, Tenant shall
be provide reasonable access to the Premises at all times.
(b) To close temporarily any of the Common Areas for
maintenance purposes so long as reasonable access to the Premises remains
available;
(c) To designate other land and improvements outside the
present or future boundaries of the Office Building Project to be a part of the
Common Areas, provided that such other land and improvements have a reasonable
and functional relationship to the Office Building Project;
(d) To add additional buildings and improvements to the Common
areas, subject to the provisions of paragraph 40.2 of this Lease;
(e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Office Building Project or any
portion thereof;
(f) To do and perform such other acts and make such other
changes in, to or with respect to the Common Areas and the other portions of the
Office Building Project as Landlord may, in the exercise of sound business
judgment, deem to be appropriate.
3. TERM.
3.1 TERM. The Term and the Commencement Date of this Lease shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.
3.2 POSSESSION TENDERED; DELAY IN POSSESSION. Possession of the
Premises (other than Suite 110) shall be tendered to Tenant by Landlord on or
before February 1, 1997 ("Tender of Possession"); and possession of Suite 110
shall be tendered on or before March 20, 1997. After Tender of Possession,
Tenant shall perform, at Tenant's sole cost and expense, all tenant improvements
to the Premises, subject to the provisions of Paragraph 7.3. Notwithstanding
said tender of possession, if for any reason Landlord ▇▇▇▇▇▇ deliver possession
of the Premises to Tenant on said dates and subject to paragraph 3.3. Landlord
shall not be subject to any liability therefor, nor
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy
Page 2 53181002.441
shall such failure affect the validity of this Lease or the obligations of
Tenant hereunder or extend the term hereof. There shall be no abatement of Rent,
to the extent of any delays caused by acts or omissions of Tenant, Tenant's
agents, employees and contractors.
3.3 RENT COMMENCEMENT DATE - DEFINED. Tenant shall be obligated to
commence payment of Rent to Landlord, without abatement, offset or deduction, on
the date which is ten (10) days after the date of Substantial Completion (as
hereafter defined), which date of Substantial Completion shall be separately
calculated (as provided below) for (a) suites 720 and 800, consisting of 13,124
rentable square feet (the "Office Suite"), and (b) suite 100, consisting of
4,051 rentable square feet (the "Broadcast Suite"). "Substantial Completion" of
the Office Suite shall be defined as the date the improvements to the Office
Suite are substantially complete and are available for occupancy by Tenant;
provided, however, if Tenant occupies the Office Suite for the conduct of
Tenant's business prior to substantial completion, then notwithstanding such
partial completion the Office Suite shall be deemed substantially complete,
provided further, that in no event shall the date of Substantial Completion of
the Office Suite be later than the earlier of May 1, 1997 plus the number of
days that work on the Office Suite was stopped as a result of an action
described in the second sentence of Paragraph 19 hereof or July 1, 1997.
"Substantial Completion" of the Broadcast Suite shall be defined as the date the
improvements to the Broadcast Suite are substantially complete, and are
available for occupancy by Tenant; provided, however, if Tenant occupies the
Broadcast Suite for the conduct of Tenant's business prior to substantial
completion, then notwithstanding such partial completion the Broadcast Suite
shall be deemed substantially complete. Notwithstanding anything herein to the
contrary, if Tenant has not achieved Substantial Completion of the Broadcast
Suite not later than July 31, 1997, Substantial Completion of the Broadcast
Suite shall be deemed to have occurred on July 31, 1997. The "Rent Commencement
Date" shall be deemed for the purposes of this Lease, and the increases in Rent
provided in Paragraph 1.6 to be the first day of the first month after
Substantial Completion of the Office Suite or the Broadcast Suite, whichever is
first to occur, but in no event later than August 1, 1997. Notwithstanding the
foregoing, the termination date will not be amended and will remain December 31,
2011.
4. RENT.
4.1 BASE RENT. Subject to the future increases contemplated in
Paragraph 4.3, and except as may be otherwise expressly provided in this Lease,
Tenant shall pay Landlord the Base Rent set forth in Paragraph 1.6 of the Basic
lease Provision, without abatement, offset or deduction. Tenant shall pay
Landlord upon execution of this Lease the advance Base Rent described in
Paragraph 1.9 of the Basic Lease Provisions. Rent for any period during the term
which is for less than one month shall be prorated based upon the actual number
of days of the calendar month involved. Rent shall be payable in lawful money of
the United States to Landlord at the address stated herein or to such other
persons or/at such other places as Landlord may designate in writing.
4.2 REAL ESTATE TAX ESCALATION.
(a) For the purposes of this Lease.
(i) The term "real estate taxes" means all taxes, rates and
assessments, general and special levied or imposed with respect to the land,
Building and improvements constructed thereon of which the Premises are a part,
including all taxes, rates and assessments, general and special levied or
imposed for school, public betterment, general or local improvements and taxes
imposed in connection with any special taxing district. If the system of real
estate taxation shall be altered or varied and any new tax or levy shall be
levied or imposed on said land, Building and improvements, and/or on Landlord,
in substitution for real estate taxes presently levied or imposed on immovables
in the jurisdiction where the property is located, then any such new tax or levy
shall be included within the term "real estate taxes".
(ii) The term "base real estate taxes" means the assessed
value of the land, Building and improvements, multiplied by the then current
rate, for the tax year commencing July 1, 1997. The current real estate tax year
is for the twelve (12) month period from July 1, 1997 to June 30, 1998.
(iii) The term "real estate tax year" means each successive
twelve-month (12) period following and corresponding to the period for which the
base real estate taxes are established, irrespective of the period or periods
which may from time to time in the future be established by competent authority
for the purposes of levying or imposing real estate taxes.
(b) Each year Tenant shall pay to Landlord with thirty (30) days after
demand in writing therefor (accompanied by a statement showing computation of
Tenant's share of such increase), as additional rent, Tenant's pro rata share,
of any increase in real estate taxes for the then current real estate tax year
over the base real estate taxes (all as defined above). Tenant's share, as
aforesaid, shall be as defined in Section 1.11.
(c) Real estate taxes which are being contested by Landlord shall
nevertheless be included for purposes of the computation of the liability of
Tenant under this Section, provided, however, that in the event that Tenant
shall have paid any amount of increased rent pursuant to this Section and
Landlord obtains a refund, then Landlord shall pay to Tenant the appropriate
portion of such refund. Landlord's obligation to refund shall survive expiration
of the term of this Lease. Landlord shall have no obligation to contest, object
or litigate the levying or imposition of any real estate taxes and may settle,
compromise, consent to, waiver or otherwise determine in its discretion any real
estate taxes without consent approval of Tenant. Real estate taxes shall also
include all costs, including attorney's fees, incurred in a challenge or
application for reassessment.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy
Page 3 53181002.441
(d) Nothing contained in thsi Section shall be construed at any tinme
to reduce the monthly installments of rent payable hereunder below the amounts
stipulated in Section 4.1 of this Lease.
(e) If the termination date of the Lease shall not coincide with the
end of a real estate tax year, then in computing the amount payable under this
Section for the period between the commencement of the applicable real estate
tax year in question and the termination date of this Lease, the base real
estate taxes shall be deducted from the real estate taxes for the applicable
real estate tax year and, if there shall be a difference, such difference
prorated on a monthly basis shall be payable by Tenant. Tenant's obligation to
pay increased real estate taxes under this Section for the final period of the
Lease shall survive the expiration of the term of this Lease.
4.3 DEFINITION OF RENT. The capitalized term "Rent", as used in this
Lease, shall mean the Base Rent (as the same shall be increased in accordance
with this Lease, including the increases contemplated in Paragraph 1.6) plus
Tenant's Share of Real Estate Tax Escalation.
4.4 RENT TAX. If any governmental agency imposes any tax measured by
the amount of rent paid, Tenant will pay such tax at the time of each payment of
Fixed Minimum Rent or Additional Rent.
5. SECURITY DEPOSIT. Tenant shall deposit with Landlord upon execution hereof,
to be held in an interest bearing account with interest to thereafter accrue and
become a part of the security deposit, the security deposit set forth in
paragraph 1.10 of the Basic Lease Provisions as security for Tenant's faithful
performance of Tenant's obligations hereunder. If Tenant fails to pay Rent or
other charges due hereunder, or otherwise defaults with respect to any provision
of this Lease, which default continues beyond any applicable notice or right to
cure provided herein, Landlord may use, apply or retain all or any portion of
said deposit for the payment of any Rent or other charge in default for the
payment of any other sum to which Landlord may become obligated by reason of
Tenant's default, or to compensate Landlord for any loss or damage which
Landlord may suffer thereby. If Landlord so uses or applies all or any portion
of said deposit, Tenant shall within ten (10) days after written demand deposit
cash with Landlord in an amount sufficient to restore said deposit to the full
amount then required of Tenant. Landlord shall not be required to keep said
security deposit separate from its general accounts. Tenant will be required to
return all keys to Premises and provide Landlord with Tenant's forwarding
address. If Tenant performs all of Tenant's obligations hereunder, said deposit,
or so much thereof as had not been applied by Landlord, shall be returned,
without payment of interest or other increment for its use, to Tenant (or, at
Landlord's option, to the last assignee, if any, of Tenant's interest hereunder)
within thirty (30) days after the term expires and Tenant vacates the Premises.
No trust relationship is created herein between Landlord and Tenant with respect
to said Security Deposit.
6. USE.
6.1 USE. The Premises shall be used and occupied only for the purpose
set forth in paragraph 1.4 of the Basic Lease Provisions and for no other
purpose.
6.2 COMPLIANCE WITH LEGAL AND INSURANCE REQUIREMENTS. Tenant shall, at
Tenant's expense, promptly comply with all applicable statutes, ordinances,
rules, regulations, orders, existing covenants and restrictions of record,
including requirements of the American Disabilities Act and reasonable
requirements of any insurance underwriters or rating bureaus, now in effect or
which may hereafter come into effect, whether or not they reflect a change in
policy from that now existing, during the term or any part of the term hereof,
relating in any manner to the Premises and the occupation and use by Tenant of
the Premises. Tenant shall conduct its business in a lawful manner and shall not
cause waste or a nuisance or disturb other occupants of the Building. Tenant
shall not be required to construct alterations outside of the Premises, and
Landlord shall remain responsible to ensure compliance with the Act outside of
the Premises and outside of other tenant spaces.
6.3 CONDITION OF PREMISES.
(a) Upon delivery of possession to Tenant the Premises shall
be clean and the plumbing, lighting, air conditioning, and heating system in the
Premises shall be in a good operating condition. Tenant shall promptly notify
Landlord in writing of any claimed violation of the foregoing warranty, setting
forth with specificity the nature of the violation. If it is determined that
there has been a violation, Landlord shall promptly after receipt of such notice
from Tenant, at Landlord's sole cost, rectify such violation.
(b) Except as otherwise provided in this Lease, Tenant hereby
accepts the Premises and the Office Building Project in their "as is" condition
as of the date of delivery of possession of the Premises to Tenant, subject to
all applicable municipal, county and state laws, ordinances and regulations
governing and regulating the use of the Premises, and any easements, covenants
or restrictions of record (so long as same do not adversely impact the permitted
use, which analysis shall be determined by Tenant prior to the date hereof), and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Tenant acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use, and that neither Landlord nor any agent of Landlord has made any
representation or warranty as to the present or future suitability of the
Premises, Common Areas, or Office Building Project for the conduct of Tenant's
business.
7. MAINTENANCE, REPAIRS, ALTERATIONS AND ADDITIONS.
7.1 MAINTENANCE AND REPAIR - LANDLORD'S OBLIGATIONS. Landlord shall
maintain the Common Areas of the Office Building Project and the plumbing,
heating, ventilating, air conditioning, elevator, electrical and other
mechanical systems of the Building in good
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy
Page 4 53181002.441
working order. Except as provided in paragraph 9.5 or paragraph 11.5, there
shall be no abatement of Rent or liability of Landlord on account of any injury
or interference with Tenant's business with respect to any improvements,
alterations or repairs made by Landlord to the Office Building Project or any
part thereof.
7.2 MAINTENANCE AND REPAIR - TENANT'S OBLIGATIONS. During the term of
this Lease, Tenant shall take good care of the Premises and fixtures therein and
maintain them in good order, condition and repair equal to the original work,
ordinary and reasonable wear excepted. During the term of this Lease, Tenant
shall maintain at its own expense any plumbing facilities located within the
Premises serving only the Premises, except the rest rooms located in the core of
the Building, in good order, condition and repair to the reasonable satisfaction
of Landlord. Upon surrender of the Premises to Landlord, Tenant shall deliver
the Premises to Landlord, broom clean, in as good order, condition and repair as
they were upon delivery of possession to Tenant, ordinary and reasonable wear
excepted. Without limiting the foregoing, Landlord may require after a default
by Tenant of its obligations under this Section 7.2 and the expiration of any
applicable notice and cure, that any such maintenance and repairs be performed
by Landord at Tenant's expense.
7.3 ALTERATIONS AND ADDITIONS.
(a) Tenant shall not, without Landlord's prior written consent
(not to be unreasonably withheld, conditioned or delayed), make any alterations,
improvements or additions in, on or about the Premises or that portion of the
Office Building Project for which a license is granted under Paragraph 38
hereof. Tenant acknowledges and agrees that for purposes of determining whether
Landlord unreasonably withheld its consent, Landlord may apply more stringent
criteria, such as the requirement that Tenant procure, at Tenant's sole cost and
expense, engineering certifications from engineers acceptable to Landlord, if
the alteration, improvement or addition affects the structure of the Office
Building Project, or any part thereof. At the expiration of the Term, Landlord
may require the removal of any or all alterations (other than walls, partitions
and doors) which are non-general office space alterations, at Tenant's expense,
and Tenant shall in all events leave the Premises in a clean and safe condition
at the expiration of the term. Should Landlord permit Tenant to make any
alterations, improvements or additions, Tenant shall use only contractors
reasonably approved by Landlord. Such contractors shall carry liability
insurance of a type and in such reasonable amounts as Landlord shall reasonably
require, naming Landlord and Tenant as additional insureds, Before commencing
the work, such contractors shall furnish Landlord with certificates of insurance
evidencing such coverage. Tenant shall also maintain a policy of Builder's Risk
for such work. Should Tenant make any alterations, improvements or additions
without the prior approval of Landlord, or use a contractor not expressly
approved by Landlord, Landlord may, at any time during the term of this Lease,
require that Tenant remove any part or all of such work.
(b) Tenant shall present any alteration, improvement or
addition in or about the Premises or the Office Building Project that Tenant
desires to make to Landlord in written form, with proposed detailed plans. If
landlord consents to such alteration, improvement or addition, the consent shall
be deemed conditioned upon Tenant, at its expense, acquiring a permit to do so
from the applicable government agencies (at Tenant's sole cost), furnishing a
copy thereof to Landlord prior to the commencement of the work and compliance by
Tenant with all conditions of said permit in a prompt and expeditious manner.
Landlord agrees to cooperate with Tenant in obtaining such permits.
(c) Tenant shall pay, when due, all claims for labor or
materials furnished or alleged to have been furnished to or for Tenant at or for
use in the Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises, the Building or the Office Building
Project, or any interest therein.
(d) Tenant shall give Landlord not less than ten (10) days'
notice prior to the commencement of any work in the Premises by Tenant. Landlord
shall have the right to post notices of non-responsibility in or on the Premises
or the Building. If Tenant, in good faith, contests the validity of any lien,
claim or demand regarding the work, then Tenant shall, at its sole expense,
defend itself and Landlord and Landlord's agents against the same and shall pay
and satisfy any adverse judgment that may be rendered thereon before the
enforcement thereof against Landlord or Landlord's agents or the Premises or the
Building or the Office Building Project, upon the condition that if Landlord
shall require, Tenant shall furnish to Landlord a surety bond satisfactory to
Landlord in an amount equal to such contested lien claim or demand indemnifying
Landlord and Landlord's agents against liability for the same and holding the
Premises, the Building and Office Building Project free from the effect of such
lien or claim. If such lien is not bonded by a creditworthy company to the full
amount of such claim, Landlord may require Tenant to pay Landlord's reasonable
attorneys' fees and costs in participating in such action if Landlord decides it
is in Landlord's best interest to participate. Such expenses incurred by
Landlord shall be considered Additional Rent.
(e) All alterations, improvements and additions made by Tenant
shall be done in a good, workmanlike, manner with good quality materials and
shall become (upon Lease expiration or termination) the property of Landlord and
remain upon and be surrendered with the Premises at the expiration of the Lease
term, unless Landlord requires their removal pursuant to paragraph 7.3(a). Any
trade fixtures installed and paid for by Tenant may be removed by Tenant during
the term of this Lease and shall upon demand by Landlord be removed upon
expiration of the term. Tenant shall in all events promptly repair any damage
caused by removal of trade fixtures.
(f) Tenant shall provide Landlord with as-built plans and
specifications for any alterations, improvements or additions, for Landlord's
prior written approval.
7.4 UTILITY ADDITIONS. Landlord reserves the right to install new or
additional utility facilities throughout the Office Building Project for the
benefit of Landlord or Tenant, or any other lessee of the Office Building
Project, including, but not by way of limitation,
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy
Page 5 53181002.441
such utilities as plumbing, electrical systems, communication systems, and fire
protection and detection systems, so long as such installations do not
unreasonably interfere with Tenant's use of the Premises.
7.5 AMERICANS WITH DISABILITIES ACT. Tenant acknowledges that Landlord
will not be making any alterations, improvements or additions to the Premises
under this Lease. In establishing the Rent under this Lease the Landlord has
relied on the agreement between Tenant and Landlord that Landlord will not be
required to make any alterations, improvements or additions to the Premises.
Landlord has made no representation to Tenant that the Premises comply with or
will comply with the Americans with Disabilities Act (the "Act"). Tenant agrees
to and shall be responsible for all cost and expense incurred in connection with
any alterations, improvements and changes necessary to ensure compliance with
the Act. It is the intent of this paragraph that any alterations, improvements
or additions required by the Act with regard to the Premises, whether resulting
from amendments to the Act or otherwise shall be the sole responsibility of
Tenant. Tenant covenants and agrees to and does hereby indemnify, defend and
hold Landlord harmless from and against all liability (including, without
limitation, attorney's fees and court costs) that Landlord may actually sustain
by reason of Tenant's breach of its obligations under this paragraph. In the
event that Tenant fails to comply with its obligations under this paragraph for
a period of ten (10) days after written notice from Landlord to Tenant
specifying the action required to be taken, Landlord shall have the right, but
not the obligation, to enter into the Premises and perform such action on behalf
of Tenant. In such event, Landlord shall not be liable for and Tenant hereby
waives any and all claims against Landlord arising out of any damage or injury
to the Premises or any property situated therein and Landlord shall have no
liability to Tenantt for any interruption of Tenant's operations conducted in or
about the Premises. Any and all costs and expenses incurred by Landlord in
performing such action on behalf of Tenant shall be reimbursed by Tenant to
Landlord upon demand and the failure to do so shall, at the option of the
Landlord, constitute an event of default under this Lease.
7.6 TENANT REQUIREMENTS FOR IMPROVEMENTS. Tenant shall furnish to
Landlord its completed space plan drawings no later than ten (10) days after the
full execution of this Lease. The space plan shall be attached as Exhibit D
hereto. At least ten (10) days prior to the start of construction, Tenant shall
furnish to Landlord completed construction drawings and/or a scope of work (and
a final price for such construction) reflecting the details as shown in the
space plan. Prior to the start of construction, Tenant shall obtain and furnish
to Landlord copies of all permits required to complete the work. Landlord shall
have ten (10) days to approve construction drawings and/or scope of work, which
when approved shall be attached as Exhibit E hereto. Such approval shall not be
unreasonably withheld. Upon completion of construction, the Tenant shall provide
certified As-Built drawings and the original certificate of occupancy to the
Landlord.
8. INSURANCE; INDEMNITY.
8.1 LIABILITY INSURANCE - TENANT. Tenant shall obtain General Public
Liability Insurance covering the Premises and Tenant's use thereof against
claims for personal injury of death and property damage occurring upon, in or
about the Premises, such insurance to afford protection to the limit of not less
than $2,000,000 arising out any one occurrence, and any property damage to
afford protection to the limit of not less than $2,000,000; or such insurance
may be for a combined single limit of $2,000,000 per occurrence. The insurance
coverage required under this Section 8.1 shall, in addition, extend to any
liability of Tenant arising out of Tenant's indemnities provided in this Lease,
as well as Independent Contractors' Liability, Product/Completed Operations
Liability, Personal Injury Liability and Contractual Liability.
8.2 LIABILITY INSURANCE - LANDLORD. Landlord shall obtain and keep in
force during the term of this Lease a policy of Commercial General Liability
Insurance, plus coverage against such other risks as Landlord deems dvisable
from time to time, in such amounts as Landlord deems advisable from time to
time, insuring Landlord, but not Tenant, against liability arising out of the
ownership, use, occupancy or maintenance of the Office Building Project.
8.3 PROPERTY INSURANCE - TENANT. Tenant shall, at Tenant's expense,
obtain and keep in force during the term of this Lease for the benefit of
Tenant, fire and extended coverage insurance, with vandalism and malicious
mischief, sprinkler leakage and earthquake sprinkler leakage endorsements, in an
amount sufficient to cover the full replacement cost, as the same may exist from
time to time, of all of Tenant's personal property, fixture, equipment and
tenant improvements. Any policy proceeds from such insurance, so long as this
Lease shall remain in effect, shall be held in trust by Tenant's insurance
company first for the repair, reconstruction, restoration or replacement of the
property damaged or destroyed. This provision shall survive the termination of
this Lease.
8.4 PROPERTY INSURANCE - LANDLORD. Landlord shall obtain and keep in
force during the term of this Lease a policy or policies of "all risk" coverage
insurance covering loss or damage to the Office Building Project improvements,
on a replacement cost basis (excluding foundations and footings), but not
Tenant's personal property, fixtures, equipment or tenant improvements, in such
amounts as Landlord deems appropriate from time to time providing protection
against all perils included within the classification of fire, extended
coverage, vandalism, malicious mischief, plate glass, and such other perils as
Landlord deems advisable from time to time or may be required by a lender having
a lien on the Office Building. Such insurance may include earthquake, flood and
boiler and machinery insurance. In addition, Landlord may obtain and keep in
force, during the term of this Lease, rental value insurance, with loss payable
to Landlord, which insurance may also cover Operating expenses. Tenant will not
be named in any such policies carried by Landlord and shall have no right to any
proceeds therefrom. The policies required by paragraphs 8.2 and 8.4 shall
contain such deductibles as Landlord or the aforesaid lender may determine. In
the event that the Premises shall suffer an Insured Loss as defined in paragraph
9.1(e), the deductible amounts under the applicable insurance policies shall be
deemed an Operating Expense. Tenant shall not do or permit to be done anything
which shall invalidate the insurance policies carried by Landlord. Tenant shall
pay the entirety of any increase in the property insurance premium for the
Office Building Project over what it was immediately prior to the commencement
of the term of this
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy
Page 6 53181002.441
Lease if the increase is specified by Landlord's insurance carrier as being
caused by the nature of Tenant's occupancy or any act or omission of Tenant.
8.5 INSURANCE POLICIES. Tenant shall deliver to Landlord copies of the
insurance policies required under paragraphs 8.1 and 8.3 or, if permitted by
Landlord, certificates evidencing the existence and amounts of such insurance
within seven (7) days after the Commencement Date of this Lease. The policies or
certificates must include a copy of the endorsement naming the additional
insureds required under Section 8.1. Tenant shall, at least thirty (30) days
prior to the expiration of each policy, furnish Landlord with a copy of the
policy or a certificate evidencing the renewal thereof. If Tenant provides a
certificate Landlord may at any time thereafter require Tenant to provide
Landlord with a copy of the policy. The policies shall be issued by insurers
having a rating of A-10 or better in Best's Key Rating Guide, who are admitted
carriers in the state where the Office Building Project is located. No such
policy shall be cancelable or subject to reduction of coverage or other
modification except after thirty (30) days prior written notice to Landlord.
8.6 WAIVER OF SUBROGATION. Tenant and Landlord each hereby release and
relieve the other and their agents and employees (and Landlord's asset manager
and property manager) and waive their entire right of recovery against the other
(and Landlord's asset manager and property manager), for direct or consequential
loss or damage arising out of or incident to the perils covered by property
insurance carried (without regard to any deductible; i.e., deemed "no
deductible") or required to be carried by such party, whether due to the
negligence of Landlord or Tenant or their agents, employees, contractors or
invitees. All property insurance policies required under this Lease shall be
endorsed to so provide.
8.7 INDEMNITY. Except for personal injury or death caused solely by the
gross negligence or willful misconduct of Landlord, Tenant shall indemnify and
hold harmless Landlord and its agents, master or ground lessor, partners and
lenders, if any, from and against any and all claims for damage to the person or
property of anyone or any entity arising from Tenant's use of the Office
Building Project, or from the conduct of Tenant's business or from any activity,
work or things done, permitted or suffered by Tenant in or about the Premises or
elsewhere and shall further indemnify and hold harmless Landlord from and
against any and all claims, costs and expenses arising from any breach or
default in the performance of any obligation on Tenant's part to be performed
under the terms of this Lease, or arising from any act or omission of Tenant, or
any of Tenant's agents, contractors, employees, or invitees, and from and
against all costs, attorneys' fees, expenses and liabilities incurred by
Landlord as the result of any such use, conduct, activity, work, things done,
permitted or suffered, breach, default or negligence, and in dealing reasonably
therewith, including but not limited to the defense or pursuit of any claim or
any action or proceeding involved therein; and in case any action or proceedings
be brought against Landlord by reason of any such matter, Tenant upon notice
from Landlord shall defend the same at Tenant's expense by counsel reasonably
satisfactory to Landlord and Landlord shall cooperate with Tenant in such
defense. Landlord need not have first paid any such claim in order to be so
indemnified. Tenant, as a material part of the consideration to Landlord, hereby
assumes all risk of damage to property of Tenant or injury to persons, in, upon
or about the Office Building Project arising from any cause and Tenant hereby
waives all claims in respect thereof against Landlord. The provisions of this
paragraph 8.7 shall survive the expiration or termination of this Lease.
8.8 EXEMPTION OF LANDLORD FROM LIABILITY. Tenant hereby agrees that
Landlord shall not be liable for injury to Tenant's business or any loss of
income therefrom or for loss of or damage to the goods, wares, merchandise or
other property of Tenant, Tenant's employees, invitees, customers, or any other
person in or about the Premises or the Office Building Project, nor shall
Landlord be liable for injury to the person of Tenant, Tenant's employees,
agents or contractors, whether such damage or injury is caused by or results
from theft, fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures, or from any other cause,
whether said damage or injury results from conditions arising upon the Premises
or upon other portions of the Office Building Project, or from other source or
place, or from hew construction or the repair, alteration or improvement of any
part of the Office Building Project, or of the equipment, fixtures or
appurtenances applicable thereto, and regardless of whether the cause of such
damage or injury or the means of repairing the same is inaccessible. Landlord
shall not be liable for any damages arising from any act or neglect of any other
tenant, occupant or user of the Office Building Project, nor from the failure of
Landlord to enforce the provisions of any other lease of any other tenant of the
Office Building Project.
8.9 NO REPRESENTATION OF ADEQUATE COVERAGE. Landlord makes no
representation that the limits or forms of coverage of insurance specified in
this paragraph 8 are adequate to cover Tenant's property or obligations under
this Lease.
9. DAMAGE OR DESTRUCTION.
9.1 DEFINITIONS.
(a) "Premises Damage" shall mean damage or destruction of the
Premises to any extent.
(b) "Premises Building Partial Damage" shall mean damage or
destruction of the Building of which the Premises are a part to the extent that
the cost to repair is less than fifty percent (50%) of the then Replacement Cost
of the Building.
(c) "Premises Building Total Destruction" shall mean damage or
destruction of the Building of which the Premises are a part to the extent that
the cost to repair is fifty percent (50%) or more of the then Replacement Cost
of the Building.
(d) "Office Building Project Total Destruction" shall mean
damage or destruction of the buildings in the Office Building Project to the
extent that the cost of repair is fifty percent (50%) or more of the then
Replacement Cost of all of the buildings in the Office Building Project.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy
Page 7 53181002.441
(e) "Insured Loss" shall mean damage or destruction caused by an event
required to be covered by the insurance described in paragraph 8. The fact that
an insured Loss has a deductible amount shall not make the loss an uninsured
loss.
(f) "Replacement Cost" shall mean the amount of money necessary to be
spent to repair or rebuild the damaged area to the condition that existed
immediately prior to the damage occurring, excluding all improvements made by
tenants of the Office Building Project.
9.2 PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.
(a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time during the term of this Lease there is Insured Loss and that
falls into the classification of either Premises Damage or Premises Building
Partial Damage and that does not fall into the classification of Premises
Building Total Destruction or Office Building Project Total Destruction then
Landlord shall, as soon as reasonably possible and to the extent the required
materials and labor are readily available through usual commercial channels, at
Landlord's expense, repair such damage (but not Tenant's fixtures, equipment or
tenant improvements originally paid for by Tenant) to its condition existing at
the time of the damage, and this Lease shall continue in full force and effect.
(b) Uninsured Loss: Subject to the provisions of paragraph 9.5, if at
any time during the term of this Lease there is damage that is not an Insured
Loss and that falls into the classification of Premises Damage or Premises
Building Partial Damage, and that does not fall into the classification of
Premises Building Total Destruction or Office Building Project Total
Destruction, which damage prevents Tenant from making substantial use of the
Premises, Landlord may at Landlord's option either (i) repair such damage as
soon as reasonably possible at Landlord's expense, in which event this Lease
shall continue in full force and effect, or (ii) give written notice to Tenant
within thirty (30) days after the date of the occurrence of such damage of
Landlord's intention to cancel and terminate this Lease as of the date of the
occurrence of such damage, in which event this Lease shall terminate as of the
date of the occurrence of such damage.
9.3 PREMISES BUILDING TOTAL DESTRUCTION: OFFICE BUILDING PROJECT TOTAL
DESTRUCTION. Subject to the provisions of paragraph 9.5, if at any time during
the term of Lease there is damage , whether or not it is an Insured Loss, that
falls into the classification of either (i) Premises Building Total Destruction,
or (ii) Office Building Project Total Destruction, then Landlord may at
Landlord's option either (a) repair such damage or destruction as soon as
reasonably possible at Landlord's expense (to the extent the required materials
are readily available through usual commercial channels) to its condition
existing at the time of the damage, but not Tenant's fixtures, equipment or
tenant improvements, and this Lease shall continue in full force and effect, or
(b) give written notice to Tenant within thirty (30) days after the date of
occurrence of such damage of Landlord's intention to cancel and terminate this
Lease, in which case this Lease shall terminate as of the date of the occurrence
of such damage.
9.4 INTENTIONALLY OMITTED.
9.5 ABATEMENT OF RENT; TENANT'S REMEDIES.
(a) In the event Landlord repairs or restores the Building or Premises
pursuant to the provisions of this paragraph 9, and any part of the Premises are
not usable (including loss of use due to loss of access or essential services),
the Rent payable hereunder (including Tenant's Share of Operating Expense
Increase) for the period during which such damage, repair or restoration
continues shall be abated, on a PRO RATA basis upon the extent Tenant is unable
to use the Premises, provided, however, if the Broadcast Suite is not fully
operable Tenant shall be entitled to an abatement for the entire Broadcast Suite
and if at least fifty percent (50%) of any Office Suite floor is not usable.
Tenant shall be entitled to an abatement of such entire floor, as applicable,
until the repair or restoration is completed or Tenant recommences use of the
Premises, whichever occurs first, provided the damage was not the result of the
negligence or willful misconduct of Tenant. Except for aid abatement of Rent, if
any, Tenant shall have no claim against Landlord for any damage suffered by
reason of any such damage, destruction, repair or restoration.
(b) If Landlord shall be obligated to repair or restore the Premises or
the Building under the provisions of this paragraph 9 and shall not commence
such repair or restoration within ninety (90) days after such occurrence, or if
Landlord shall not complete the restoration and repair within six (6) months
after such occurrence, Tenant may at Tenant's option cancel and terminate this
Lease by giving Landlord written notice of Tenant's election to do so at any
time prior to the commencement or completion, respectively, of such repair or
restoration. In such event this Lease shall terminate as of the date of such
notice.
(c) Tenant agrees to cooperate with Landlord in connection with any
such restoration and repair, including but not limited to the approval or
execution of plans and specifications if required.
(d) If any time during the term of this Lease there is damage, whether
or not it is an Insured Loss, that falls into the classification of either (i)
Premises Damage, or (ii) Office Building Project Total Destruction, and Landlord
elects to repair such damage, and only in the event that after the expiration of
a twelve (12) month period from the date of such loss Landlord has not completed
such restoration, then Tenant shall thereafter have the right to terminate this
Lease by giving written notice to Landlord at any time prior to completion of
such improvements, of Tenant's intention to cancel and terminate this Lease, in
which case this Lease shall terminate as of the date of such notice.
9.6 TERMINATION - ADVANCE PAYMENTS. Upon termination of this Lease pursuant
to this paragraph 9, an equitable adjustment shall be made concerning advance
Rent and any advance payments made by Tenant to Landlord. Landlord shall, in
addition, return to Tenant so much of Tenant's security deposit as has not
theretofore been applied by Landlord.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc. Tenant
Execution Copy
Page 8 53181002.441
9.7 WAIVER. Landlord and Tenant waive the provisions of any statute
relating to termination of leases when leased property is destroyed and agree
that such event shall be governed by the terms of this Lease.
10. REAL PROPERTY TAXES.
10.1 PAYMENT OF TAXES. Landlord shall pay the real property tax, as
defined in paragraph 4.2, applicable to the Office Building Project subject to
reimbursement by Tenant of Tenant's Share of the amount by which such taxes
exceed base real estate taxes in accordance with the provisions of paragraph 4.2
except as otherwise provided in paragraph 10.2.
10.2 ADDITIONAL IMPROVEMENTS. Tenant shall not be responsible for
paying any increase in real property tax specified in the tax assessor's records
and work sheets as being caused by additional improvements placed upon the
Office Building Project by other lessees or by Landlord for the exclusive
enjoyment of any other lessee. Tenant shall, however, pay to Landlord at the
time that Operating Expenses are payable under paragraph 4.2 the entirety of any
increase in real property tax if assessed solely by reason of additional
improvements placed upon the Premises by Tenant or at Tenant's request.
10.3 JOINT ASSESSMENT. If the improvements or property, the taxes for
which are to be paid separately by Tenant under paragraph 10.2 are not
separately assessed, Tenant's portion of that tax shall be equitably determined
by Landlord from the respective valuations assigned in the assessor's work
sheets or such other information (which may include the cost of construction) as
may be reasonably available. Landlord's reasonable determination thereof, in
good faith, shall be conclusive.
11. UTILITIES.
11.1 SERVICES PROVIDED BY LANDLORD. Landlord shall provide heating,
ventilation, air conditioning, and janitorial service as reasonably required,
elevator service, electricity for reasonable and normal lighting and office
machines, water for reasonable and normal drinking and lavatory use, replacement
light bulbs and/or fluorescent tubes and ballasts for standard overhead
fixtures, but the specifications for the HVAC and janitorial services shall at
all times be substantially in accordance with the specifications attached hereto
as Exhibit F.
11.2 SERVICES EXCLUSIVE TO TENANT. Tenant shall be obligated to
separately meter the Broadcast Suite and the antennas located on the roof by
Tenant pursuant to the license granted to Tenant in Paragraph 38 of the Lease.
Tenant shall be responsible for all electricity costs related to the Broadcast
Suite and the rooftop antennas in excess of $25,000 per year. Tenant shall pay
for all water, gas, heat, light, power, telephone and other utilities and
services specially or exclusively supplied or metered exclusively to the
Premises. If any such exclusive services are not separately metered to the
Premises. Tenant shall pay a reasonable proportion determined by Landlord of all
charges jointly metered with other areas in the Office Building Project.
11.3 HOURS OF SERVICE. The services and utilities provided to the
common areas shall be provided during generally accepted business days and hours
8:00 a.m. - 7:00 p.m. Monday - Friday, 9:00 a.m. - 1:00 p.m. Saturday; provided,
electricity and HVAC shall be provided twenty-four (24 hours a day, seven (7)
days a week to the Premises. Utilities and services required at other times
shall be subject to advance request and reimbursement by Tenant to Landlord of
the cost thereof. Tenant shall have access to the Premises twenty-four (24)
hours a day, seven (7) days a week.
11.4 EXCESS USAGE BY TENANT. Tenant shall not make connection to the
utilities except by or through existing outlets and shall not install or use
machinery or equipment in or about the Premises that uses abnormal amounts
(assuming general office use) of water, lighting or power, or suffer or permit
any act that causes an abnormal burden upon the utilities or services, including
but not limited to security services, standard office usage for the Office
Building Project. Tenant shall reimburse Landlord for any such abnormal expenses
or costs that may arise out of a breach of this paragraph 11.4 Tenant. Landlord
may, in its sole discretion, install at Tenant's expense supplemental equipment
and/or separate metering applicable to Tenant's excess usage or loading. If
Tenant consistently uses in excess of objective specifications. Landlord may
separately meter, at Tenant's sole cost and expense.]
11.5 INTERRUPTIONS. There shall be no abatement of Rent and Landlord
shall not be liable in any respect whatsoever for the inadequacy, stoppage,
interruption or discontinuance of any utility or service due to riot, strike,
labor dispute, breakdown, accident, repair or other cause beyond Landlord's
reasonable control or due to cooperation with governmental request or
directions; provided, however, solely in the event of an interruption of service
which is within Landlord's reasonable control to fix, and such interruption
continues for more than three (3) business days, then Tenant shall thereafter be
entitled to a rental abatement, on a PRO RATA basis, for portions of Tenant's
Premises wich are not reasonably usable as a result of such interruption, until
such interruption ceases. Nothing herein shall in any way limit Tenant's rights
and remedies at law or in equity.
12. ASSIGNMENT AND SUBLETTING.
12.1 LANDLORD'S CONSENT REQUIRED. Without Landlord's prior written
consent, not to be unreasonably withheld, conditioned or delayed, Tenant shall
not sell, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer
this Lease or any interest therein (each of which actions is hereafter referred
to as a "transfer"), and shall not sublet the Premises or any part thereof.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc. Tenant
Execution Copy
Page 9 53181002.441
12.2 TENANT'S APPLICATION. If Tenant desires at any time to transfer
this Lease (which transfer shall in no event be for less than its entire
interest in this Lease) or to sublet the Premises or any portion thereof. Tenant
shall submit to Landlord at least sixty (60) days prior to the proposed
effective date of the transfer or sublease ("Proposed Effective Date"), in
writing:
(a) A notice of intent to transfer or sublease, setting forth the
Proposed Effective Date, which shall be no less than sixty (60) days nor more
than ninety (90) days after the sending of such notice;
(b) The name of the proposed transferee or subtenant;
(c) The nature of the proposed transferee's or subtenant's business to
be carried on in the Premises;
(d) The terms and provisions of the proposed transfer or sublease;
(e) Such information as Landlord may request concerning the proposed
transferee or subtenant, including recent financial statements and bank
references; and
(f) Evidence satisfactory to Landlord that the proposed transferee (if
the transfer involves a transfer of possession) or subtenant will immediately
occupy and thereafter use the affected portion of the Premises for the entire
term of the transfer or sublease agreement.
12.3 LANDLORD'S OPTION TO TERMINATE. Landlord shall have the right, to
be exercised by giving notice to Tenant within thirty (30) days after receipt of
Tenant's above-described notice and such further financial information as may be
requested by Landlord together with the fees required under paragraph 12.7, to
terminate this Lease and recapture the portion of the Premises described in
Tenant's notice, but only for such period, including renewals and extensions, as
is set forth in Tenant's Application. If such notice of termination is given by
Landlord, it shall serve to cancel and terminate this Lease with respect to such
portion of the Premises for the period provided above; provided, however, that
such termination shall be subject to the written consent of any mortgagee of
Landlord. The effective date of such cancellation shall be as specified in
Landlord's notice of termination. If this Lease is canceled pursuant to the
foregoing with respect to only a portion of the Premises, the Rent required
under this Lease, and including Tenant's Share, shall be adjusted
proportionately based on the square footage retained by Tenant and the square
footage leased by Tenant hereunder immediately prior to such recapture and
cancellation, and Landlord and Tenant shall thereupon execute an amendment of
this Lease in accordance therewith. If Landlord so recaptures a portion of the
Premises, it shall construct and erect as its sole cost such partitions as may
be required to sever the space retained by Tenant from the space recaptured by
Landlord. Landlord may, without limitation, lease the recaptured portion of the
Premises to the proposed subtenant or transferee without liability to Tenant.
12.4 APPROVAL PROCEDURE. If Landlord approves a transfer or sublease.
Tenant shall, prior to the Proposed Effective Date, submit to Landlord an
executed original of the transfer or sublease agreement for execution by
Landlord on the signature page after the words "the foregoing is hereby
consented to." No purported transfer or sublease shall be deemed effective as
against Landlord and no proposed transferee or subtenant shall take occupancy
unless such document is so executed by Landlord.
12.5 REQUIRED PROVISIONS. Any and all transfer or sublease agreements
shall:
(a) Contain such terms as are described in Tenant's notice under
Paragraph 12.2 or as otherwise agreed by Landlord;
(b) Prohibit further transfers or subleases without Landlord's consent
under this paragraph 12;
(c) Impose the same obligations and conditions on the transferee or
subtenant as are imposed on Tenant by this Lease (except as to Rent and term or
as otherwise agreed by Landlord);
(d) Be expressly subject and subordinate to each and every provision of
this Lease;
(e) Have a term that expires on or before the expiration of the term of
this Lease;
(f) Provide that the Tenant and/or transferee or subtenant shall pay
Landlord the amount of any additional costs or expenses incurred by Landlord for
repairs, maintenance or otherwise as a result of any change in the nature of
occupancy caused by the transfer or sublease; and
(g) Contain Tenant's acknowledgment that Tenant remains liable under
this lease notwithstanding the transfer or sublease.
12.6 TRANSFER OF SUBLEASE PROFIT. Fifty percent (50%) of any sums or
other economic consideration received by Tenant directly or indirectly in
connection with any transfer or sublease (except to the extent of commissions
paid by Tenant to a licensed real estate broker at prevailing rates and
leasehold improvement costs incurred by Tenant) which exceed in the aggregate
the sums which Tenant is obligated to pay Landlord hereunder (prorated to
reflect obligations allocable to the portion of the Premises transferred or
sublet) shall be payable to Landlord as additional Rent under this Lease. Within
fifteen (15) days after written request by Landlord. Tenant shall at any time,
and from time to time, certify to Landlord the amount of all such sums or other
economic consideration received.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc. Tenant
Execution Copy
Page 10 53181002.441
12.7 FEES FOR REVIEW. Tenant shall pay to Landlord or Landlord's
designee, as Additional Rent, together with the notice described in Paragraph
12.2, a non refundable fee as reimbursement for expenses incurred by Landlord in
connection with reviewing each such transaction(including any administrative
expenses for Landlord's property manger), in the amount of Three Hundred Dollars
($300.00). In addition to such reimbursement, if Landlord retains the services
of an attorney to review the transaction. Tenant shall pay to Landlord all
attorneys' fees incurred by Landlord in connection therewith, not to exceed
$2,000.00. Tenant shall pay such attorney's fees to Landlord within thirty (30)
days after written request.
12.8 NO RELEASE OF TENANT. No consent by Landlord to any transfer or
subletting by Tenant shall relieve Tenant of any obligation to be performed by
Tenant under this Lease, whether occurring before or after such consent,
transfer or subletting. Landlord's consent to any transfer or subletting shall
not relieve Tenant from the obligation to obtain Landlord's express prior
written consent to any other transfer or subletting. The acceptance by Landlord
of payment from any other person shall not be deemed to be a waiver by Landlord
of any provision of this Lease or to be a consent to any subsequent transfer or
sublease, or be a release of Tenant from any obligation under this Lease.
12.9 ASSUMPTION OF OBLIGATIONS. Each transferee of this Lease shall
assume all obligations of Tenant under this Lease and shall be and remain liable
jointly and severally with Tenant for the payment of the Rent and the
performance of all the terms, covenants, conditions, and agreements herein
contained on Tenant's part to be performed for the term of this Lease. No
transfer shall be binding on Landlord unless the transferee or Tenant delivers
to Landlord a counterpart of the instrument of transfer which contains a
covenant of assumption by the transferee satisfactory in substance and form to
Landlord, consistent with the above requirements . The failure or refusal of the
transferee to execute such instrument of assumption shall not release or
discharge the transferee from its liability to Landlord hereunder. Landlord
shall have no obligation whatsoever to perform any duty to or respond to any
request from any subtenant, it being the obligation of Tenant to administer the
terms of its sublease.
12.10 DEEMED TRANSFERS. If the Tenant is a nonpublicly traded
corporation, or is an unincorporated association or partnership, the transfer,
assignment or hypothecation, whether effected voluntarily, of by operation of
law, of any stock or interest in such corporation, association or partnership in
the aggregate in excess of fifty percent (50%) shall be deemed to be a transfer
of this Lease and shall be subject to the provisions of this paragraph 12.
12.11 ASSIGNMENT BY OPERATION OF LAW. No interest of Tenant in this
Lease shall be assignable by operation of law.
12.12 ASSIGNMENT OF SUBLEASE RENTS. Tenant immediately and irrevocably
assigns to Landlord, as security for Tenant's obligations under this Lease, all
rent from any subletting of all or any part of the Premises, and Landlord, as
assignee and as attorney-in-fact for Tenant for purposes hereof, or a receiver
for Tenant appointed on Landlord's application, may collect such rents and apply
same toward Tenant's obligations under this Lease, except that, until the
occurrence of an act of default by Tenant (after the expiration of any
applicable notice and cure). Tenant shall have the right and license to collect
such rents.
13. DEFAULT; REMEDIES.
13.1 DEFAULT. The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Tenant:
(a) Intentionally Omitted.
(b) The failure by Tenant to pay Rent or make any other payment
required to be made by Tenant hereunder, as and when due, which failure shall
continue for five (5) days after written notice of such non-payment is sent to
Tenant (provided, however, Landlord shall only be obligated to send one notice
of non-payment within any twelve-month period, and only three (3) notices during
the Term, with any non-payment thereafter being deemed an automatic Default
without further notice or cure rights required by this Lease).
(c) The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Tenant
other than those referenced in subparagraphs 13.1 (a) and (b) where such failure
shall continue for a period of fifteen (15) days after written notice thereof
from Landlord to Tenant, provided, however, that if the nature of Tenant's
noncompliance is such that more than fifteen (15) days are reasonably required
for its cure, then Tenant shall not be deemed to be in default if Tenant
commences such cure within said fifteen (15) days and thereafter diligently
pursues such cure to completion, but in no event more than sixty (60) days after
such original notice. To the extent permitted by law, such fifteen (15) day
notice shall constitute the sole notice required to be given to Tenant under any
applicable summary eviction statute.
(d) (i) The making by Tenant of any arrangement or assignment for the
benefit of creditors; (ii) Tenant becoming a "debtor" as defined in the
Bankruptcy Code or any successor statute, (unless, in the case of a petition
filed against Tenant, the same is dismissed within sixty (60) days); (iii) the
appointment of a trustee or receiver to take possession of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where possession is not restored to Tenant within thirty (30) days; or (iv) the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within thirty (30) days, all of which are hereby
deemed to be non-curable defaults without the necessity of any notice by
Landlord to Tenant thereof.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc. Tenant
Execution Copy
Page 11 53181002.441
(e) The existence of materially false information in any financial
statement given to Landlord by Tenant or its successor in interest, all of which
are hereby deemed to be non-durable defaults without the necessity of any notice
by Landlord to Tenant thereof.
(f) The default by Tenant under any other lease with Landlord.
13.2 REMEDIES. In the event of any material default of this Lease by
Tenant, Landlord may at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of any right or remedy which
Landlord may have by reason of such default:
(i) No act by Landlord (including without limitation the acts set forth
in the succeeding sentence) shall be deemed to be a release of Tenant or a
waiver of Tenant's obligation to pay rent or to be an acceptance of abandonment
of the Premises, unless clearly and affirmatively stated in writing. As long as
Landlord does not in writing release Tenant, waive Tenant's obligation to pay
rent, or accept abandonment of the Premises, Landlord may (1) continued this
Lease in effect, (b) continue to collect Rental when due and enforce all the
other provisions of this Lease, (c) enter the Premises and relet them, or any
part of them, to third parties for Tenant's account, for a period shorter or
longer than the remaining term of this Lease, and (d) have a receiver appointed
to collect rental and conduct Tenant's business. Tenant shall immediately pay to
Landlord all costs Landlord incurs in such reletting, including , without
limitation, brokers' commissions, attorneys' fees, advertising costs and
expenses of remodeling the Premises for such reletting.
(ii) If Landlord elects to relet all or any portion of the Premises as
permitted above, rent that Landlord receives from such reletting shall be
applied to the payment of, in the following order and priority, (a) any
indebtedness from Tenant to Landlord other than Rent due from Tenant, (b) all
costs incurred by Landlord in such reletting, to the extent outstanding after
application of any payment pursuant to 13.2(i) above, and (c) Rent due and
unpaid under this Lease. After applying such payments as referred to above, any
sum remaining from the rent Landlord receives from such reletting shall be held
by Landlord and applied in payment of future Base Rent or other items of
additional rent as becomes due under this lease. In no event shall Tenant be
entitled to any excess rent received by Landlord.
(iii) If the rental agreed to be paid under this Lease, including,
without limitation, all other sums of money which under the provisions of this
Lease may be considered as additional rent, shall be in arrears in whole or in
part, Landlord, after five (5) days' notice and an opportunity to cure may
destrain therefore, but only by judicial process. If Tenant shall violate any
covenant, including without limitation the covenant to pay rental, made by it in
this Lease and shall fail to comply with such covenant within any notice period
provided for in this Lease, then Landlord may, at its option, but only by
judicial process, re-enter the Premises or notify Tenant in writing and thereby
declare this Lease and the tenancy hereby created terminated. Notwithstanding
any such termination, Landlord shall be entitled to the benefit of all
provisions of law respecting the speedy recovery of lands and tenements held
over by tenants or proceedings in forcible entry and detainer. Tenant further
agrees that, notwithstanding such re-entry, Tenant shall remain liable for any
rent or damages which may be due or sustained prior thereto, and Tenant shall
further be liable, at the option and sole discretion of Landlord, for sums of
money as liquidated damages for the breach of any covenant to be calculated one
of the following three methods which may be designated by Landlord, in
Landlord's sole, absolute and non-reviewable discretion, in or after such notice
of termination: (a) Tenant shall pay to Landlord the amount which, at the time
of such termination, is equal to the installments of Rent and the aggregate of
all sums payable hereunder as additional rental (for such purpose the annual
amount of such additional rental to be equal to the amount thereof paid in the
Lease Year or annualized portion thereof immediately preceding such default)
reserved hereunder, for the period which would otherwise have constituted the
unexpired portion of the then current term of this Lease, discounting all such
amounts to present worth at a discount rate equal to the Wall Street Journal
Prime Rate; (b) Tenant shall pay to Landlord the difference between (i) the rent
and additional rent reserved under this Lease for the balance of the Term and
(ii) the fair rental value of the Premises for the balance of the Term, to be
reasonably determined by Landlord as of the date of reentry (the initial rental
rate set forth in any new lease executed by Landlord shall be conclusive as to
the "fair rental value"); or (c) Tenant shall pay the amount of the rent and
additional rent reserved under this Lease at the times herein stipulated for
payment of such rent and additional rent for the balance of the Term, less any
amount received by Landlord during such period from others to whom the Premises
may be rented on such terms and conditions and at such rental as Landlord shall
be permitted to recover damages in accordance with Subsection (iii)(c) for the
amount of rent due from Tenant to Landlord from the date of default until the
date of the filing of any lawsuit by Landlord for the recovery of rent and
additional rent, and the Landlord shall also be permitted to recover all other
sums due thereafter in the same lawsuit pursuant to the terms of Subsection
(iii)(a) hereof. By way of example, if Tenant shall have abandoned the Premises
on January 1, and Landlord files suit for unpaid rent and additional rent on
June 1 of the same year, then, although the Lease does not terminate until
December 31 of the same year, the Landlord shall be permitted to recover all
rent and additional rent due for the period January-June pursuant to
Subsection(iii)(c) hereof, and, in the same lawsuit, to recover all rent and
additional rent due for the period July-December pursuant to the terms of
Subsection (iii)(a) hereof.
(iv) Tenant further agrees that if it shall default in the performance
of any covenant on its part to be performed under this Lease, and if, in
connection with Landlord's enforcement of its rights or remedies, Landlord shall
incur fees and expenses for services rendered (including without limitation
reasonable attorney's fees and brokerage commissions), then such fees and
expenses shall be immediately reimbursed by Tenant on demand as additional rent,
collectible in any summary ejectment action or in any other proceeding whereby
Landlord is entitled to collect additional rent from Tenant. Notwithstanding the
foregoing, if Landlord shall file any legal action for the collection of rent or
any eviction proceeding for the non-payment of rent, and Tenant shall make
payment of such sum due and payable prior to the rendering of any judgment, then
Landlord shall be entitled to collect and Tenant shall be
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc. Tenant
Execution Copy
Page 12 53181002.441
obligated to pay all court filing fees, service fees, related costs and the
reasonable fees of Landlord's attorneys. Such fees and costs shall be
collectible by Landlord as additional rent.
(v) Landlord, at any time after Tenant commits a default or breach
under this Lease, may after any applicable notice and cure as provided above,
cure such default or breach at Tenant's sole costs. If Landlord at any time, by
reason of Tenant's default or breach, pays any sum or does any act that requires
the payment of any sum, such sum shall be due immediately from Tenant to
Landlord at the time such sum is paid, and shall be deemed additional rent under
this Lease.
13.3 DEFAULT BY LANDLORD. In the event Landlord fails to cure (or
promptly commence and diligently pursue the cure of) any breach or failure by
Landlord to comply with any of Landlord's obligations under this Lease within a
reasonable period (not to exceed thirty (30) days from receipt of written notice
from Tenant unless such performance shall require a longer period, in which case
Landlord shall not be deemed in default if Landlord commences such cure and
diligently pursues such cure to completion (not to exceed sixty (60) days) after
Tenant furnishes Landlord and Landlord's mortgagee with written notice of such
failure, then Tenant shall have the right to pursue all remedies available to
Tenant at law and in equity, together with reasonable attorneys' fees and costs
of collection if Tenant is successful in such action.
13.4 LATE CHARGES. If any installment of Base Rent or any other sum due
from Tenant shall not be received by Landlord or Landlord's designee within five
(5) days of when due, then Tenant shall pay to Landlord a late charge equal to
five percent (5%) of such overdue amount. Tenant shall pay Landlord the late
charge within ten (10) days of notice by Landlord. The parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs Landlord
will incur by reasons of late payments by Tenant. Acceptance of such late charge
by Landlord shall in no event constitute a waiver of Tenant's default with
respect to such overdue amount, nor prevent Landlord from exercising any of the
other rights and remedies granted hereunder.
13.5 INTEREST ON PAST-DUE OBLIGATIONS. Any amount not paid by Tenant to
Landlord when due shall bear interest from that date due at the rate of the
prime rate as charged by NationsBank plus two percent (2%), except that interest
shall not be payable on any late charge and interest on any amount upon which a
late charge is payable shall not commence to accrue until thirty (30) days after
the date due. Payment of interest shall not excuse or cure any default by
Tenant.
14. CONDEMNATION. If the Premises or any portion thereof or the Office
Building Project are taken under the power of eminent domain, or sold under the
threat of the exercise of said power (all of which are herein called
"condemnation"), this Lease shall terminate as to the part so taken as of the
date the condemning authority takes title or possession, whichever first occurs,
provided that if so much of the Premises or the Office Building Project is taken
by such condemnation as would substantially and adversely affect the operation
and profitability of Tenant's business conducted from the Premises, in
Landlord's reasonable opinion. Tenant shall have the option, to be exercised
only in writing within thirty (30) days after the condemning authority shall
have taken possession, to terminate this Lease as of the date the condemning
authority takes such possession. If Tenant does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premises remaining, except that the Rent and Tenant's
Share of Real Estate Tax Escalation shall be reduced in the proportion that the
floor area of the Premises taken bears to the total floor area of the Premises.
Common Areas taken shall be excluded from the Common Areas usable by Tenant and
no reduction of Rent shall occur with respect thereto or by reason thereof. In
the event more than fifty percent (50%) of the Building is condemned, Landlord
shall have the option in its sole discretion to terminate this Lease as of the
taking of possession by the condemning authority, by giving written notice to
Tenant of such election within thirty (30) days after receipt of notice of a
taking by condemnation of any part of the Premises or the Office Building
Project. Any award for the taking of all or any part of the Premises or the
Office Building Project under the power of eminent domain or any payment made
under threat of the exercise of such power shall be the property of Landlord,
whether such award shall be made as compensation for diminution in value of the
leasehold or for the taking of the fee, or as severance damages; provided,
however, that Tenant shall be entitled to any separate award for loss of or
damage to Tenant's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Tenant. For that purpose, the
cost of such improvements shall be amortized over the original term of the lease
excluding any options. In the event that this Lease is not terminated by reason
of such condemnation, Landlord shall, to the extent of severance damages
received by Landlord in connection with such condemnation, repair any damage to
the Premises caused by such condemnation except to the extent that Tenant has
been reimbursed therefor by the condemning authority. Tenant shall pay any
amount in excess of such severance damages required to complete such repair.
15. BROKER'S FEE. Tenant and Landlord each represent and warrant to the
other that neither has had any dealing with any person, firm, broker or finder
(other than the person(s), if any, whose name is set forth in paragraph 1.13) in
connection with the negotiation of this Lease or the consummation of the
transaction contemplated hereby, and no other broker or other person, firm or
entity is entitled to any commission or finder's fee in connection with said
transaction and Tenant and Landlord do each hereby indemnify and hold the other
harmless from and against any costs, expenses, attorneys' fees or liability for
compensation or charges which may be claimed by any such unnamed broker, finder
or other similar party by reason of any dealings or actions of the indemnifying
party.
16. ESTOPPEL CERTIFICATES.
(a) Each party (as "responding party") shall at any time upon not less
than ten (10) days prior written notice from the other party ("requesting
party") execute, acknowledge and deliver to the requesting party a statement in
writing (i) certifying that this Lease is unmodified and in full force and
effect, (or, if modified, stating the nature of such modification and certifying
that this Lease,
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc. Tenant
Execution Copy
Page 13 53181002.441
as so modified, is in full force and effect) and the date to which the rent and
other charges are paid in advance, if any, and (ii) acknowledging that there are
not, to the responding party's knowledge, any uncured defaults on the part of
the requesting party, or specifying such defaults if any are claimed. Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Office Building Project or of the business of Tenant.
(b) At the requesting party's option, the responding party's failure to
deliver such statement within such time shall be a material default of this
Lease, without any further notice to such party, or after second notice and
failure to respond within three (3) business days, it shall be conclusive upon
such party that (i) this Lease is in full force and effect, without modification
except as may be represented by the requesting party, (ii) there are no uncured
defaults in the requesting party's performance, and (iii) if Landlord is the
requesting party, not more than one month's rent has been paid in advance.
(c) If Landlord desires to finance, refinance or sell the Office
Building Project, or any part thereof, Tenant hereby agrees to deliver to any
lender or purchaser designated by Landlord such financial statements of Tenant
as may be reasonably required by such lender or purchaser. Such statements shall
include the past three (3) years' financial statements of Tenant. All such
financial statements shall be received by Landlord and such lender or purchaser
in confidence and shall be used only for the purposes herein set forth.
17. LANDLORD'S LIABILITY. The term "Landlord" as used herein shall mean
only the owner or owners, at the time in question, of the fee title or the
leasehold interest under a ground lease of the Office Building Project. In the
event of any transfer of such title or interest. Landlord herein named (and in
case of any subsequent transfers then the grantor) shall be relieved from and
after the date of such transfer of all liability as respects Landlord's
obligations thereafter to be performed, provided that any funds in the hands of
Landlord or the then grantor at the time of such transfer, in which Tenant has
an interest, shall be delivered to the grantee, and so long as such transferee
assumes in writing such obligation. The obligations contained in this Lease to
be performed by Landlord shall be binding on Landlord's successors and assigns,
only to the extent accruing during their respective periods of ownership. It is
understood and agreed that the liability of Landlord hereunder shall be limited
solely to the assets and property of the Building or Office Building Project;
then no general or limited partner or stockholder of Landlord shall be
personally liable with respect to any claim arising out of or related to this
Lease; and that a deficit capital account of a partner of Landlord shall not be
deemed an asset or property of the Building or Office Building Project.
18. SEVERABILITY. The invalidity of any provision of this Lease as
determined by a court of competent jurisdiction shall in no way affect the
validity of any other provision hereof.
19. FORCE MAJEURE. Any obligation of Landlord which is delayed or not
performed due to an act of God, strike, riot, shortage of labor or materials,
war (whether declared or undeclared), laws, governmental regulations or
restrictions or any other governmental action or inaction, or any other cause of
any kind whatsoever which is beyond Landlord's reasonable control, shall not
constitute a default hereunder and shall be performed within a reasonable time
after the end of the cause for delay or non-performance. Any obligation of
Tenant which is delayed or not performed (other than the obligation to pay Rent
which shall not be covered by this provision) due to an act of God, strike,
riot, shortage of labor or materials, war (whether declared or undeclared),
laws, governmental regulations or restrictions or any other governmental action
or inaction, or any other cause of any kind whatsoever which is beyond Tenant's
reasonable control, shall not constitute a default hereunder and shall be
performed within a reasonable time after the end of the cause for delay or
non-performance.
20. TIME IS OF ESSENCE. Time is of the essence with respect to the
obligations to be performed under this Lease.
21. NOT APPLICABLE.
22. INCORPORATION OF PRIOR AGREEMENT: AMENDMENTS. This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior
or contemporaneous agreement or understanding pertaining to any such matter
shall be effective . This Lease may be modified in writing only, signed by the
parties in interest at the time of the modification. Except as otherwise stated
in this Lease, Tenant hereby acknowledges that neither the Listing Broker nor
the Cooperating Broker, if any, designated in paragraphs 1.13 and 1.14 nor the
Landlord or any employee or agent of any of said persons has made any oral or
written warranties or representations to Tenant relative to the condition or use
by Tenant of the Premises or the Office Building Project and Tenant acknowledges
that Tenant assumes all responsibility regarding any of the following , as such
applies to the Premises (but does not take responsibility to the extent work may
be required outside the Premises): the Occupational Safety Health Act, the
Americans with Disabilities Act, the legal use and adaptability of the Premises
and the compliance thereof with all applicable laws and regulations in effect
during the term of this Lease.
23. NOTICES. Any notice required or permitted to be given hereunder shall
be in writing and may be given by personal delivery or by certified or
registered mail (provided that notice of exercise of any option must in all
events be given by certified or registered mail) addressed to a party at the
address herein or such other address for notice purposes as may be later
specified by notice to the other party, except that upon Tenant's taking
possession of the Premises, the Premises shall constitute Tenant's address for
notice purposes. Mailed notices shall be deemed given upon actual receipt at the
address required, or forty-eight hours following deposit in the mail, postage
prepaid, whichever first occurs unless otherwise specifically provided in this
Lease. A copy of all notices required or permitted to be given to Landlord
hereunder shall be concurrently transmitted to such other party or parties at
such addresses as Landlord may from to time hereafter designate by notice to
Tenant.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc. Tenant
Execution Copy
Page 14 53181002.441
Notice addresses are as follows:
LANDLORD: National Life Insurance Company, a Vermont Corporation
c/▇ ▇▇▇▇ Investment Management
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Prior to Rent Commencement Date:
TENANT: Radio One, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
With a copy to : ▇▇▇▇▇ ▇▇▇▇▇, III, Esq.
▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
After Rent Commencement Date:
TENANT: Radio One, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
With a copy to : ▇▇▇▇▇ ▇▇▇▇▇, III, Esq.
▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
24. WAIVERS. No waiver by Landlord of any provision hereof shall be deemed
a waiver of any other provision or of any subsequent breach by Tenant of the
same or any other provision. Landlord's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Landlord's consent to
or approval of any subsequent act by Tenant. The acceptance of rent by Landlord
shall not be a waiver of any preceding breach of this Lease by Tenant, other
than Tenant's failure to pay the particular rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent.
25. HOLDING OVER. If Tenant, with Landlord's consent, remains in possession
of all or any part of the Premises after the expiration of the term of this
Lease, such occupancy shall be a tenancy from month-to-month upon all of the
provisions of this Lease pertaining to the obligations of Tenant, except that
the Base Rent payable shall be one hundred fifty percent (150%) of the Base Rent
payable immediately preceding the expiration of the term.
26. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
27. COVENANTS AND CONDITIONS. Each provision of this Lease to be performed
by Tenant shall be deemed both a covenant and a condition.
28. BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof
restricting assignment or subletting by Tenant and subject to the provisions of
paragraph 17, this Lease shall bind the parties, their personal representatives,
successors and assigns. This Lease shall be governed by the laws of the State of
Maryland, excluding principles of conflicts of law, and nay litigation
concerning this Lease between the parties hereto shall be initiated in the
county in which the Office Building Project is located.
29. SUBORDINATION AND ATTORNMENT.
(a) Landlord represents that there are no existing mortgages on
the Property. This Lease shall be subordinate to any mortgages or deeds of trust
which may hereafter be placed upon the Building or Project and to any and all
advances to be made thereunder, and to the interest thereon, and all renewals,
replacements, and extensions thereof. This Section shall be self-operative and
no further instrument or subordination shall be required. Tenant agrees that at
any time and from time to time, within five (5) days after written request of
Landlord, Tenant shall promptly execute, acknowledge and deliver to Landlord any
written statement confirming such subordination reasonably required by Landlord
or any of its lenders. As a condition of such subordination, Tenant shall obtain
a commercially reasonable form of non-disturbance agreement from any such
lenders. In the event of any mortgagee
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy
Page 15 53181002.441
or trustee electing to have this Lease be a prior lien to its mortgage or deed
of trust, then and in such an event, upon such mortgagee or trustee notifying
Tenant to that effect, this Lease shall be deemed prior in lien to the said
mortgage or trust deed, whether or not this Lease is dated prior to or
subsequent to the date of said mortgage or deed of trust.
(b) If Landlord assigns this Lease of the rents hereunder to a
creditor as security for a debt. Tenant shall, after notice of such assignment
and upon demand by Landlord or the assignee, pay all sums thereafter becoming
due Landlord hereunder both jointly to Landlord and such assignee. Tenant shall
also, upon receipt of such notice, have all policies of insurance required
hereunder endorsed so as to protect the assignee's interest as it may appear and
shall deliver such policies, or certificates thereof, to the assignee. In the
event the Premises are sold at any foreclosure sale or sales by virtue of any
judicial proceedings or otherwise, this Lease shall continue in full force and
effect and Tenant agrees, upon request, to attorn to and acknowledge the
foreclosure purchaser or purchasers at such sale as the Landlord hereunder. As a
condition to Tenant's agreement to attorn as set forth herein, Tenant shall
obtain a commercially reasonable form of non-disturbance agreement on behalf of
Tenant from Landlord's mortgagee.
30. ATTORNEYS' FEES. If either party brings any lawsuit to enforce or declare
rights under this Lease, the prevailing party in the action, including any
appeal, shall be entitled to reasonable attorneys' fees paid by the losing party
as fixed by the court in the same or a separate proceeding, whether or not such
action is pursued to decision or judgement. The attorneys' fee award shall not
be computed in accordance with any court fee schedule, but shall be such as to
fully reimburse all attorneys' fees reasonably incurred in good faith. Any
attorney's fees due Landlord by Tenant shall be Additional Rent.
31. LANDLORD'S ACCESS
31.1 Landlord and Landlord's agents shall have the right to enter the
Premises at reasonable times upon twenty-four (24) hours prior notice by
telephone (except in an emergency where a shorter period of time shall be
permitted) for the purpose of inspecting the same, performing any services
required of Landlord, showing the same to prospective purchasers, lenders, or
lessees, taking such measures, erecting such scaffolding or other necessary
structures, making such alterations, repairs, improvements or additions to the
Premises or to the Office Building Project as Landlord may reasonably deem
necessary or desirable and the erecting, using and maintaining of utilities,
services, pipes and conduits through the Premises and/or other premises as long
as there is no material adverse effect on Tenant's use of the Premises. Landlord
shall make reasonable efforts to minimize disruption to Tenant's use of the
Premises, and Landlord shall restore the Premises to the existing condition
prior to such access. Landlord may at any time place on or about the Building or
the Office Building Project "For Sale" signs and Landlord may at any time during
the last 120 days of the term place on or about the Premises "For Lease" signs.
31.2 All activities of Landlord pursuant to paragraph 31 shall be
without abatement of Rent and Landlord shall not have any liability to Tenant
for the same, other than as provided in Section 9.5(a) or paragraph 11.5.
31.3. Landlord shall have the right to retain keys to the Premises and
to unlock all doors in or upon the Premises other than files, vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate
means, and any such entry shall not be deemed a forcible or unlawful entry or
detainer of the Premises or an eviction. Tenant waives any charges for damages
or injuries or interference with Tenant's property or business in connection
therewith.
32. AUCTIONS, OTHER SALES AND CESSATION OF BUSINESS. Tenant shall not
conduct, nor permit to be conducted, either voluntarily or involuntarily, any
auction upon the Premises or the Common Areas without Landlord's prior written
consent which shall be given at Landlord's sole discretion and judgment.
Notwithstanding anything to the contrary in this Lease, Landlord shall not be
obligated to exercise any standard of reasonableness in determining whether to
grant such consent. Tenant shall not make a bulk sale of its goods or move, or
attempt to or threaten to move its goods and equipment out of the Premises
(other than in the ordinary course of business) or cease to conduct business
from the Premises.
33. SIGNS. Tenant shall not place any sign upon the Premises or the Office
Building Project without Landlord's prior written consent which shall be given
in the Landlord's sole discretion and judgment. For this purpose, but subject to
the rights of RCI as an existing Tenant, if any, Landlord hereby approves the
signage rights (including design, size, location, materials, etc.) described on
Exhibit G attached hereto (or to be attached hereto and submitted by Tenant and
signed by Landlord). Under no circumstances shall Tenant place a sign on any
roof of the Office Building Project, other than with Landlord's prior written
approval, and subject to the rights of existing tenants. Tenant shall be
responsible for obtaining all necessary approvals for any permitted sign, at
Tenant's sole cost and expense. If any sign is displayed without Landlord's
prior consent, Landlord shall have the right to remove such sign or item at
Tenant's expense, or require Tenant to do same. Landlord hereby agrees not to
(a) grant any signage rights for tenant signs to be located on the exterior of
the Building after the date hereof, or (b) name the Building, without the
consent of Tenant, which consent shall not be unreasonably withheld, conditioned
or delayed.
34. MERGER. The voluntary or other surrender or mutual cancellation or
termination by Landlord of this Lease shall not work a merger, but shall, at the
option of Landlord, terminate all or any subtenancies or may , at the option of
Landlord, operate as an assignment to Landlord of any or all subtenancies.
35. CONSENTS. Except for paragraphs 7.3 (Alterations and Additions), 12
(Assignment and Subletting) as it relates to any mortgage, pledge, hypothecation
or encumbrance of this Lease or any interest therein, 32 (Auctions, Other Sales
and Cessation of Business) 33 (Signs), and 48 (Hazardous Material) as it relates
to causing or permitting any Hazardous Material to be brought upon.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy
Page 16 53181002.441
kept or used in or about the Premises, wherever in this Lease the consent of one
party is required to an act of the other party such consent shall not be
unreasonably withheld or delayed.
36. GUARANTOR. In the event that there is a guarantor of this Lease, the
guarantor shall have the same obligations as Tenant under this Lease.
37. QUIET POSSESSION. Upon Tenant paying the rent for the Premises and
observing and performing all of the covenants, conditions and provisions on
Tenant's part to be observed and performed hereunder. Tenant shall have quiet
possession of the Premises for the entire term subject to all the provisions of
this Lease.
38. LICENSE FOR ANTENNA. (a) Subject to the rights of other tenants in the
Building as of the date of this Lease and to the satisfaction of all the
conditions in this Section 38, provided Tenant is not in default hereunder after
applicable notice and cure, Tenant shall have the revocable license to install
in any area reasonably designated by Landlord on the roof of the Building a
satellite dish antenna, together with the cables extending form such antenna to
the Premises, without rental or charge, provided however, all attennas located
on the roof by Tenant shall be separately metered at Tenant's expense, and
Tenant shall be responsible for such portion of utility costs related thereto,
if any as may be required by Paragraph 11.2 hereof. Tenant shall not be entitled
to install such an antenna (I) which is greater than one (1) meter in diameter,
(ii) which is more than five (5) feet in height, (iii) if such installation
would adversely affect (or in a manner that would adversely affect) any warranty
with respect to the roof, (iv)(A) if such installation would adversely affect
(or in a manner that would adversely affect) the structure or any of the
building systems of the Building in which the Premises is located, or (B)
without Landlord's prior written consent (which consent shall not be
unreasonably withheld, conditioned or delayed), if such installation would
require (or in a manner that would require) any structural alteration to the
Building, (v) if such installation would violate (or in a manner that would
violate) any applicable federal, state or local law, rule or regulation, (vi)
unless Tenant has obtained at Tenant's expense and has submitted to Landlord
copies of all permits and approvals relating to such antenna and such
installation,(vii) unless such antenna is white or of a beige or lighter color
and is screened in accordance with Landlord's reasonable specifications,
(viii) unless such antenna is installed, at Tenant's sole cost and expense, by a
qualified contractor chosen by Tenant and approved in advance by Landlord, which
approvals shall not be unreasonably withheld, conditioned or delayed, and (ix)
unless Tenant obtains Landlord's prior consent (not to be unreasonably withheld,
conditioned or delayed) to the location of the antenna and to the manner in
which such installation work is to be done. All plans and specifications
concerning such installation (including any structural alterations required for
such installation) shall be subject to Landlord's prior written approval, which
approval shall not be unreasonably withheld, conditioned or delayed. In
addition, Landlord shall engage, at Tenant's sole but reasonable cost and
expense, a structural engineer to review Tenant's plans and specifications, and
if requested by Landlord, Tenant's construction. Tenant shall provide Landlord a
copy of the As-Built drawings for the antenna within five (5) days of the
installation of the antenna by Tenant in accordance with this Section. Tenant
shall not interfere with or otherwise disturb any existing antenna, satellite
dish or other communications device located on the roof of the Building, and
Landlord shall include and use commercially reasonable efforts to enforce a
similar provision in all future antenna leases.
(b) Tenant shall not have access to any such antenna without Landlord's
prior written consent (except in an emergency), which consent shall be granted
to the extent necessary for Tenant to perform its maintenance obligations
hereunder and only if Tenant is accompanied by Landlord's representative (if
Landlord so requests).
(c) At all times during the Term. Tenant shall maintain said antenna in
good condition and in a manner that avoids interference with or disruption to
Landlord and other tenants of the Building. At the expiration or earlier
termination of the Term (or if Tenant discontinues use of such antenna), Tenant
shall remove such antenna and related equipment from the Building.
(d) Upon ten (10) days' prior written notice to Tenant, Landlord shall
have the right to require Tenant to relocate the antenna to another location on
the roof reasonably acceptable to Tenant, if in Landlord's opinion such
relocation is necessary or desirable. Any such relocation shall be performed by
Tenant at Landlord's expense, and in accordance with all of the requirements of
this Paragraph. Nothing in this Paragraph shall be construed as granting Tenant
any line of sight easement with respect to such satellite dish antenna;
provided, however, that if Landlord requires that such antenna be relocated in
accordance with the preceding two (2) sentences, then Landlord shall use
reasonable efforts to provide either (a) the same line of sight for such antenna
as was available prior to such relocation, or (b) a line of sight for such
antenna which is functionally equivalent to that available prior to such
relocation.
(e) In granting Tenant the right hereunder, Landlord makes no
representation as to the legality of such antenna or its installation. If any
federal, state, county, regulatory or other authority request the removal of or
relocation of such antenna, Tenant shall remove or relocate such antenna at
Tenant's sole cost and expense, and Landlord shall under no circumstances be
liable to Tenant therefor.
(f) Tenant shall be responsible for and Tenant shall indemnify and hold
Landlord harmless from and against, all costs, damages, claims, liabilities and
expenses (including reasonable attorneys' fees) suffered by or claimed against
Landlord, directly or indirectly, based on, arising out of or resulting from any
act or omission with respect to the installation, use, operation, maintenance,
repair or disassembly of such antenna and related equipment, including, without
limitation, any damage that is caused to the roof, except to the extent caused
by the gross negligence or willing misconduct of Landlord, agents, employees or
contractors.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy 53181002.441
Page 17
(g) Tenant shall have no right to transfer, assign, mortgage, encumber
or otherwise alienate or rent any such antenna and/or equipment appurtenant
thereto, and such rights granted in this Section 38 shall be personal to Tenant.
(h) Tenant acknowledges that Landlord may, without any liability to
Tenant, at any time allow other tenants of the Building or other persons the
right to use the roof for any purpose, subject to non-interference covenants set
forth herein.
(i) Landlord hereby agrees that Landlord shall not revoke the license
provided herein, except upon termination of this Lease or upon default of
Tenant's obligations under this Section 38.
39. SECURITY MEASURES-LANDLORD'S RESERVATIONS.
39.1 Tenant hereby acknowledges that Landlord shall have no obligation
whatsoever to provide guard service or other security measure for the benefit of
the Premises or the Office Building Project, other than the existing electronic
security system, maintained in good working order, and replaced as necessary.
Tenant assumes all responsibility for the protection of Tenant and its agents
and invitees and the property of Tenant and its agents and invitees from acts of
third parties. Nothing herein contained shall prevent Landlord, at Landlord's
sole option, from providing security protection for the Office Building Project
or any part thereof.
39.2 LANDLORD SHALL HAVE THE FOLLOWING RIGHTS:
(a) To change the name, address or title of the Office
Building Project or the Building upon not less than 90 days prior written
notice;
(b) To, at Tenant's expense, provide and install Building
standard graphics (i.e., name of Tenant only) on the door of the Premises and
such portions of the Common Areas as Landlord shall reasonably deem appropriate;
(c) To grant any lessee of the Office Building Project
the exclusive right to conduct any business as long as such exclusive right does
not conflict with any rights expressly given herein:
(d) To place such signs, notices or displays as Landlord
reasonably deems necessary or advisable upon the roof and exterior of the Office
Building Project or on pole signs in the Common Areas.
39.3 TENANT SHALL NOT: Suffer or permit anyone, except in emergency, to
go upon the roof of the Building, other than pursuant to Section 38(a).
40. EASEMENTS.
40.1 Landlord reserves the right, from time to time, to grant easements
and rights, make dedications, agree to restrictions and record maps affecting
the Office Building Project as Landlord may deem necessary or desirable, so long
as such easements, rights, dedications, restrictions and maps do not
unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign
any of the aforementioned documents upon request of Landlord and failure to do
so shall constitute a material default of this Lease by Tenant without the need
for further notice to Tenant.
40.2 Landlord shall not erect another building which will obstruct the
view from the seventh and eighth Floors of the Premises. The obstruction of
Tenant's view, air, or light by any structure erected in the vicinity of the
Building by third parties not affiliated with Landlord, shall in no way affect
this Lease or impose any liability upon Landlord.
41. PERFORMANCE. If at any time a dispute shall arise as to any amount or
sum of money to be paid by one party to the other under the provisions hereof,
the party against whom the obligation to pay the money is asserted shall have
the right to make payment "under protest" and such payment shall not be regarded
as a voluntary payment, and there shall survive the right on the part of said
party to institute suit for recovery of such sum. If it shall be adjudged that
there was no legal obligation on the part of said party to pay such sum or any
part thereof, said party shall be entitled to recover such sum or so much
thereof as it was not legally required to pay under the provisions of this
Lease.
42. AUTHORITY. If Tenant is a corporation, trust, or general or limited
partnership, Tenant, and each individual executing this Lease on behalf of such
entity represent and warrant that such individual is duly authorized to execute
and deliver this Lease on behalf of said entity. Landlord, and each individual
executing this Lease on behalf of such entity, represent and warrant that such
individual is duly authorized to execute and deliver this Lease on behalf of
said entity.
43. CONFLICT. Any conflict between the printed provisions, Exhibits or
Addenda of this Lease and the typewritten or handwritten provisions, if any,
shall be controlled by the typewritten or handwritten provisions.
44. NO OFFER. Preparation of this Lease by Landlord or Landlord's agent and
submission of same to Tenant shall not be deemed an offer to Tenant to lease.
This Lease shall become binding upon Landlord and Tenant only when fully
executed by both parties.
45. MISCELLANEOUS. (a) Landlord shall provide Tenant and its agents
reasonable access to the office Building Project for the purpose of preparing an
ALTA survey, at Tenant's sole cost and expense.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy 53181002.441
Page 18
(b) If Landlord enters into any lease for space on the second floor of
the Building, such lease shall (I) provide that the tenant therein may only use
such space for general office purposes and (ii) shall provide such space is to
be carpeted with building grade carpeting, except for such areas as kitchens,
bathrooms and pantries, which are not ordinarily carpeted. Landlord shall use
reasonably commercial efforts to enforce such restrictions and requirements.
46. MULTIPLE PARTIES. If more than one person or entity is named as either
Landlord or Tenant herein, except as otherwise expressly provided herein, the
obligations of the Landlord or Tenant herein shall be the joint and several
responsibility of all persons or entities named herein as such Landlord or
Tenant, respectively.
47. APPLICABLE LAW; WAIVER OF JURY TRIAL.
(a) The covenants, conditions and provisions of this Lease shall be
construed under the laws of the State of Maryland. If any provisions of this
Lease should be held invalid or unenforceable, the validity and enforceability
of the remaining provisions of this lease shall not be affected thereby.
(b) THE LANDLORD AND THE TENANT WAIVE ALL RIGHTS TO A TRIAL BY JURY IN
ANY ACTION, COUNTERCLAIM, OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT
MATTER OF THIS LEASE. THIS WAIVER APPLIES TO ALL CLAIMS AGAINST ALL PARTIES TO
SUCH ACTIONS AND PROCEEDINGS, INCLUDING PARTIES WHO ARE NOT PARTIES TO THIS
LEASE. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY THE
TENANT AND THE TENANT ACKNOWLEDGES THAT NEITHER THE LANDLORD, NOR ANY PERSON
ACTING ON BEHALF OF THE LANDLORD, HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THE
TENANT FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE
OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, IN THAT
IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. THE TENANT
FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE MEANING AND
RAMIFICATIONS OF THIS WAIVER PROVISION AND AS EVIDENCE OF THIS FACT SIGNS ITS
INITIALS.
------------------
Initials of Tenant
48. HAZARDOUS MATERIAL. Tenant shall not cause or permit any Hazardous
Material (as hereinafter defined) to be brought upon, kept or used in or about
the Premises by Tenant, its agents, employees, contractors or invitees (other
than customary office products in customary amounts for office use in compliance
with all laws) without the prior written consent of Landlord, which consent may
be granted or withheld in Landlord's sole discretion. For the purpose of this
Lease, "Hazardous Material" shall include oil, flammable explosives, asbestos,
urea formaldehyde, radioactive materials or waste, or other hazardous, toxic,
contaminated or polluting materials, substances or wastes, including, without
limitation, any "hazardous substances," "hazardous wastes,""hazardous materials"
or "toxic substances" as such terms are defined in the Resource Conservation and
Recovery Act and the Comprehensive Environmental Response, Compensation and
Liability Act, and in any other law, ordinance, rule, regulation or order
promulgated by the federal or state government, or any other governmental entity
having jurisdiction over the Office Building Project or the parties to this
Lease. If Tenant breaches the obligations set forth in this paragraph, or if the
presence of Hazardous Material in the Premises or at the Office Building Project
caused or permitted by Tenant (whether or not Landlord has given its consent to
the presence of such Hazardous Material in the Premises) results in
contamination of the Premises or any other part of the Office Building Project,
or if contamination of the Office Building Project by Hazardous Material
otherwise occurs for which Tenant is legally liable, then Tenant shall
indemnify, defend and hold Landlord harmless from any and all claims, judgments,
damages, penalties, fines costs, liabilities or losses, including, without
limitation, diminution in value of the Office Building Project, damages for the
loss, or restriction on use of rentable or usable space or floor area in or of
any amenity of the Office Building Project, damages arising from any adverse
impact on leasing space in the Office Building Project, sums paid in settlement
of claims, and any attorneys' fees, consultant fees and expert fees which arise
during or after the term of this Lease as a result of such contamination. This
indemnification of Landlord by Tenant shall survive expiration or termination of
this Lease includes, without limitation, costs incurred in connection with any
investigation of site conditions or any cleanup, remedial, removal or
restoration work required by any federal, state or local governmental agency or
polictical subdivision because of Hazardous Material present in, on or under the
Premises. Without limiting the foregoing, if the presence of any Hazardous
Material caused or permitted by Tenant or its agents, employees, contractors or
invitees, results in any contamination of the Office Building Project, Tenant
shall promptly take all actions, at its sole expense, as are necessary to return
the Office Building Project to the condition existing prior to the introduction
of any such Hazardous Material; provided that Landlord's approval of such
actions shall first be obtained, which approval shall not be unreasonably
withheld so long as such actions would not potentially have any material adverse
long-term or short-term effects on the Office Building Project. Tenant shall
promptly notify Landlord of any such contamination.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy 53181002.441
Page 19
49. ATTACHMENTS. Attached hereto are the following documents which
constitute a part of this Lease.
Exhibit A. Floor Plan
Exhibit B. Reserved Parking Spaces
Exhibit C. Rules and Regulations
Exhibit D. Tenant's Space Plan
Exhibit E. Tenant Improvement Construction Drawings
Exhibit F. Cleaning and HVAC Specifications
Exhibit G. Signage Exhibit
LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH
PROVISION IN IT AND BY EXECUTING IT, SHOW THEIR INFORMED AND VOLUNTARY CONSENT.
THE PARTIES AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, ITS TERMS ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND
TENANT WITH RESPECT TO THE PREMISES.
This Lease has been prepared for submission to your attorney for approval; no
representations or recommendation is made as to the legal sufficiency, legal
effect, or tax consequences of this Lease or the transaction relating thereto,
the parties shall rely solely upon the advice of their own legal counsel as to
the legal and tax consequences of this issue.
LANDLORD TENANT
NATIONAL LIFE INSURANCE COMPANY RADIO ONE, INC.
By: ▇▇▇▇ Investment Management
its Authorized Agent
By: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- -----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Vice President Its: President
On On
------------------------------- -------------------------
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy 53181002.441
Page 20
EXHIBIT A - P.1
FLOOR PLAN
[IMAGE OMITTED]
EXHIBIT A - P.2
FLOOR PLAN
[IMAGE OMITTED]
EXHIBIT A - P.3
FLOOR PLAN
[IMAGE OMITTED]
EXHIBIT B
RESERVED PARKING SPACES
[IMAGE OMITTED]
EXHIBIT C
RULES AND REGULATIONS FOR
STANDARD OFFICE LEASE
Dated : __________________, 1997
By and Between: National Life Insurance Company, Landlord, and Radio One, Inc.,
Tenant
GENERAL RULES
1. Tenant shall not suffer or permit the obstruction of any Common Areas,
including driveways, walkways and stairways.
2. Landlord reserves the right to refuse access to any persons Landlord in
good faith judges to be a threat to the safety, reputation, or property of
the Office Building Project and its occupants.
3. Tenant shall not make or permit any noise or odors to emanate from the
Premises that annoy or interfere with other lessees or persons having
business within the Office Building Project.
4. Tenant shall not keep animals or birds, with the exception of seeing eye
dogs, within the Office Building Project, and shall not bring bicycles,
motorcycles or other vehicles into areas not designated as authorized for
same.
5. Tenant shall not make, suffer or permit litter except in appropriate
receptacles for that purpose.
6. Tenant shall not alter any lock or install new or additional locks or
bolts.
7. Tenant shall be responsible for the inappropriate use of any toilet rooms,
plumbing or other utilities by Tenant, its agents or employees. No foreign
substances of any kind are to be inserted therein.
8. Tenant shall not deface the walls, partitions or other surfaces of the
premises or Office Building Project.
9. Tenant shall not suffer or permit any thing in or around the Premises or
Building that causes excessive vibration or floor loading in any part of
the Office Building Project.
10. Furniture, significant freight and equipment shall be moved into or out of
the building only with the Landlord's knowledge and consent, and subject to
such reasonable limitations, techniques and timing as may be designated by
Landlord. Tenant shall be responsible for any damage to the Office Building
Project arising from any such activity, subject to waiver of subrogation.
11. Tenant shall not employ any service or contractor for services or work to
be performed in the Building, except as reasonably approved by Landlord.
12. Landlord reserves the right to close and lock the Building on Saturdays,
Sundays and legal holidays so long as Tenant has access at all times, and
on other days between the hours of 6:00 P.M. and 6:00 A.M. of the following
day. If Tenant uses the Premises during such periods, Tenant shall be
responsible for securely locking any doors it may have opened for entry.
13. Tenant shall return all keys at the termination of its tenancy and shall be
responsible for the cost of replacing any keys that are lost.
14. Neither Tenant or any employee or invitee of Tenant shall go upon the roof
of the Building, except in an emergency as provided in Section 38.
15. Tenant shall not suffer or permit smoking or carrying of lighted cigar or
cigarettes in areas reasonably designated by Landlord or by applicable
governmental agencies as non-smoking areas.
16. Tenant shall not use any method of heating or air conditioning other than
for a supplemental HVAC as shown on Tenant's Plans and Specifications, or
as otherwise approved by Landlord.
17. The Premises shall not be used for lodging or manufacturing, cooking or
food preparation other than normal office kitchen pantry.
18. Tenant shall comply with all safety, fire protection and evacuation
regulations established by Landlord or any applicable governmental agency.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy 53181002.441
Page 23
19. Landlord reserves the right to waive any one of these rules or regulations,
and or as to any particular lessee, and any such waiver shall not
constitute a waiver of any other rule or regulation or any subsequent
application thereof to such Tenant provided Landlord shall not unfairly
discriminate against Tenant.
20. Tenant assumes all risks from theft or vandalism to Tenant's property and
agrees to keep its Premises locked as may be required.
21. Landlord reserves the right to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Office Building Project and its occupants.
Tenant agrees to abide by such rules and regulations as well as these rules
and regulations.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy 53181002.441
Page 24
PARKING RULES
1. Other than Tenant's right to park up to ten (10) vans in the rear of the
Building as provided in Section 2.2 of the Lease all parking areas shall be
used only for parking vehicles no longer than full size passenger
automobiles herein called "Permitted Size Vehicles" Vehicles other than
Permitted Size Vehicles are herein referred to as "Oversized Vehicles"
2. Tenant shall not permit or allow any vehicles that belong to or are
controlled by Tenant or Tenant's employees, suppliers, shippers, customers,
or invitees to be loaded, unloaded, or parked in areas other than those
designated by Landlord for such activities.
3. Users of the parking area will obey all posted signs and park only in the
areas designated for vehicle parking.
4. Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle. Landlord will not be responsible
for any damage to vehicles, injury to persons or loss of property, all of
which risks are assumed by the party using the parking area, except to the
extent caused by gross negligence or willful misconduct of Landlord
5. The maintenance, washing, waxing or cleaning of vehicles on the parking
surface or Common Areas is prohibited
6. Tenant shall be responsible for seeing that all its employees, agents and
invitees comply with the applicable parking rules, regulations, laws and
agreements
7. Landlord reserves the right to reasonably modify these rules and/or adopt
such other reasonable and non-discriminatory rules and regulations as it
may deem necessary for the proper operation of the parking area.
8. Such parking use as is herein provided is intended merely as a license only
and no bailment is intended or shall be created hereby.
Standard Office Lease between Initials: _________
National Life Insurance Company, Landlord, and Initials: _________
Radio One, Inc., Tenant
Execution Copy 53181002.441
Page 25
FLOOR PLAN
[IMAGE OMITTED]
FLOOR PLAN
[IMAGE OMITTED]
EXHIBIT E
ENUMERATION OF CONTRACT DOCUMENTS
RADIO ONE
7TH AND 8TH FLOORS
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
DRAWING DATE DRAWN BY
------- ---- --------
A-0 12/12/96 INTERPLAN, INC
A-1 12/12/96 INTERPLAN, INC
A-2 12/12/96 INTERPLAN, INC
A-3 12/12/96 INTERPLAN, INC
A-4 12/12/96 INTERPLAN, INC
A-5 12/12/96 INTERPLAN, INC
A-6 12/12/96 INTERPLAN, INC
A-7 12/12/96 INTERPLAN, INC
A-8 12/12/96 INTERPLAN, INC
A-9 12/12/96 INTERPLAN, INC
A-10 12/12/96 INTERPLAN, INC
A-11 12/12/96 INTERPLAN, INC
A-12 12/12/96 INTERPLAN, INC
A-13 12/12/96 INTERPLAN, INC
A-14 12/12/96 INTERPLAN, INC
A-15 12/12/96 INTERPLAN, INC
TMC-1 12/12/96 INTERPLAN, INC
TM7-1 12/12/96 INTERPLAN, INC
TM8-1 12/12/96 INTERPLAN, INC
TP7-1 12/12/96 INTERPLAN, INC
TP8-1 12/12/96 INTERPLAN, INC
TEC-1 12/12/96 INTERPLAN, INC
TE7-1 12/12/96 INTERPLAN, INC
TE7-2 12/12/96 INTERPLAN, INC
TE8-1 12/12/96 INTERPLAN, INC
TE8-2 12/12/96 INTERPLAN, INC
ADDENDEM DATE BY
-------- ---- --
ADD#1 12/17/96 INTERPLAN, INC.
ADD#2 12/19/96 INTERPLAN, INC.
CLEANING SPECIFICATIONS
Base Cleaning by Landlord
Cleaning is to be performed between 6:00 p.m. and 10:00 p.m.
Nightly:
Empty wastebaskets Ashtrays emptied and wiped clean Surfaces up to 60"
dusted All public and traffic areas vacuumed Tile floors dry mopped
All bathrooms cleaned, disinfected, and stocked
Any accidental carpet spots, spillage, or unsightly conditions remedied
Weekly:
All carpeted areas vacuumed, including beneath desks and conference
tables Office dusted with cloth, including tops of files, ledges and
window ▇▇▇▇▇ All telephones damp-wiped
Monthly:
All resilient floor tile surfaces spray-buffed
All restroom floors machine scrubbed
As Needed:
Carpet spot cleaned
Walls spot cleaned, if possible without damaging finish Interior glass
(sidelights, etc.) cleaned All resilient floor surfaces stripped and
refinished
Kitchens and Lunchrooms:
Floor swept and damp-mopped nightly
All cleared horizontal surfaces to be dusted or damp-wiped nightly
Chairs dusted; chairs and tables arranged neatly
Exclusions:
Base specifications do not include specialty cleaning of wood floor or
paneling or other floor or furniture finishes.
EXHIBIT F
HVAC SPECIFICATIONS
Summer outdoor = 95' dry bulb/78' wet bulb
Indoor = 76' dry bulb max tolerence
Winter outdoor = 14' dry bulb
Indoor = 74' bulb min tolerence
Relative humidity shall not exceed 50%-55% and shall be in a range to provide
reasonable comfort throughout the premises.
The HVAC performance specifications are only applicable to standard office
space; and in any event (1) the performance of Landlord's HVAC system may be
adversely impacted by Tenant's construction and (2) no performance
specifications are provided with respect to the portion of the Broadcast Suite
that is not devoted exclusively to office uses.
EXHIBIT G
SIGNAGE EXHIBIT
[IMAGE OMITTED]
Fcbruary 24, 1997
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
Radio One
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
RE: MODIFICATIONS TO STANDARD OFFICE LEASE ("LEASE") DATED FEBRUARY 3, 1997
BETWEEN NATIONAL LIFE INSURANCE COMPANY ("LANDLORD") AND RADIO ONE, INC.
("TENANT"); AND PURCHASE OPTION AGREEMENT ("OPTION AGREEMENT") DATED
FEBRUARY 3, 1997 BETWEEN LANDLORD AND TENANT
Dear ▇▇▇▇▇▇:
This letter will confirm the Landlord's and Tenant's agreement with respect to
certain modifications of the Lease and Purchase Option described above:
1. Section 3.2 of the Lease is hereby modified to reflect that possession of the
Office Suite will be tendered on the day after the date of your consent below,
and that possession of the Broadcast Suite will be tendered on April 25, 1997.
2. Pursuant to the second sentence of Section 38 of the Lease. Landlord hereby
consents to the installation of the rooftop antennas in accordance with the
plans previously submitted to Landlord by Tenant, and further consents to the
installation of any replacements thereof if such replacements are substantially
the same size.
3. Landlord hereby agrees that Tenant's pro rata share of the operating expenses
of the Property for purpose of Section 4(a)(ii) of the Purchase Option, shall be
calculated separately for the Office Suite and the Broadcast Suite, commencing
in each case on the applicable Rent Commencement Date.
If you agree to these modifications to the Lease and Purchase Option, please
sign and date the Consent below.
NATIONAL LIFE INSURANCE COMPANY
By: ▇▇▇▇ Investment Management
Its: Authorized Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its: Vice President
CONSENT:
RADIO ONE, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Dated 2/25/97
----------------------------------- -------
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: President