EXHIBIT 10.25
FIRST AMENDMENT TO SUBLEASE AGREEMENT
THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (this "First Amendment") is
made effective this 1st day of March, 1998 (the "Effective Date"), by and
between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation
("Landlord") and METRO NETWORKS COMMUNICATIONS, INC., a Maryland corporation,
formerly METRO TRAFFIC CONTROL, INC., a Maryland corporation, ("Tenant").
W I T N E S S E T H:
WHEREAS, Post Oak/Alabama Partnership, as Landlord ("Prime Landlord")
and Landlord, as Tenant, entered into that certain Lease Agreement dated October
5, 1981 (as amended, the "Prime Lease"), whereby Landlord leased certain space
in the Building (as defined in the Prime Lease) from Prime Landlord, all as more
particularly described in the Prime Lease; and
WHEREAS, Landlord and Tenant entered into that certain Sublease
Agreement dated January 5, 1996 (the "Sublease") whereby Landlord subleased to
Tenant approximately 28,216 square feet of Net Rentable Area in the Building, as
more fully described in the Sublease; and
WHEREAS, pursuant to Section 3.02 of the Sublease, on or about August 1,
1996, Tenant exercised its right to add an additional 2,628 square feet of Net
Rentable Area (the "First Additional Space") in the Building; and
WHEREAS, pursuant to Section 3.02 of the Sublease, Tenant has requested
to lease an additional 2,586 square feet of Net Rentable Area (the "Remaining
Additional Space") and Landlord and Tenant desire to amend the Sublease as of
the Effective Date to reflect an increase in (i) the Demised Premises, (ii) the
Improvement Allowance, (iii) the Annual Basic Rent and Monthly Base Rent, and
(iv) a decrease in the Additional Space.
NOW, THEREFORE, in consideration of Ten And No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. The above recitals are incorporated herein by reference.
2. The definition of "Demised Premises" in Article 1 of the Sublease
shall be deleted and the following shall be substituted therefore:
"Demised Premises" shall refer to approximately 22,606 square feet of
Net Rentable Area located on Floor 40, approximately 5610 square feet of Net
Rentable Area located on Floor 39, approximately 2,628 square feet of Net
Rentable Area located on Floor 39 (a portion of the Additional Space as defined
in Section 3.02), approximately 2,586 of Net Rentable Area located on Floor 39
(the remaining Additional Space), as more particularly shown on Exhibit "A"
attached hereto, and any Expansion Space which becomes a part of the Demised
Premises pursuant to Section 3.03.
3. The Improvement Allowance as defined in Section 4.02 of the Sublease
shall increase from Six Hundred Sixteen Thousand Eight Hundred Eighty And No/100
Dollars ($616,880.00) to Six Hundred Fifty-Nine Thousand Nine Hundred Eleven And
Four/100 Dollars ($659,911.04). Of the Six Hundred Fifty-Nine Thousand Nine
Hundred Eleven and Four/100 Dollars ($659,911.04) amount, Six Hundred Sixteen
Thousand Eight Hundred Eighty And No/100 Dollars ($616,880.00) has previously
been paid to Tenant leaving a remaining balance of Forty-Three Thousand
Thirty-One and Four/100 Dollars ($43,031.04) for use as an improvement allowance
for the remaining Additional Space on Floor 39.
4. The Annual Basic Rent and Monthly Basic Rent as defined in Section
5.01 of the Sublease shall be as follows:
Lease Year Annual Basic Rent Monthly Basic Rent
--------------------- ----------------- ------------------
March 1, 1998 through $202,251.50 $16,854.29
March 31, 1999
April 1, 1999 through $235,681.50 $19,640.13
March 31, 2002
April 1, 2002 through $269,111.50 $22,425.96
March 29, 2004
5. As described in Section 3.2 of the Sublease, the Additional Space
shall decrease from 5,214 square feet of Net Rentable Area to 0 square feet of
Net Rentable Area as indicated on attached Exhibit "A".
6. Except as expressly amended hereby, all other items and provisions of
the Sublease remain unchanged and continue to be in full force and effect and
are hereby ratified and confirmed by Landlord and Tenant and the execution of
this amendment shall in no event be deemed to constitute a waiver of any right
or claim of either Landlord or Tenant under or by virtue of the Sublease.
7. This First Amendment may be executed in multiple counterparts, and by
the parties hereto on separate counterparts, each of which shall be deemed to be
an original, and all of which together shall constitute but one agreement.
8. The terms of this First Amendment shall control over any conflicts
between the terms of the Sublease and this First Amendment.
-2-
9. This First Amendment sets forth all covenants, agreements and
understandings between Landlord and Tenant with respect to the subject matter
herreof and there are no other covenants, conditions or understandings, either
written or oral, between the parties hereto except as set forth int he Sublease
and this First Amendment.
10. Tenant warrants and represents unto Landlord that (i) Tenant is a
duly organized and existing legal entity, in good standing in the State of
Texas, (ii) Tenant has full right and authority to execute, deliver and perform
this First Amendment; (iii) the person executing this First Amendmetn was
authorized to do so; and (iv) upon request of landlord, such person will deliver
to Landlord satisfactory evidence of his or her authority to execute this First
Amendment on behalf of Tenant.
11. This First Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, Landlord and Tenant have duly caused this Amendment
to be executed by their respective representatives, thereunto duly authorized,
as of the day and year first above written.
"Landlord"
TRANSCONTINENTAL GAS PIPE LINE
ATTEST: CORPORATION, a Delaware corporation
CUBA XXXXXXXXXX, JR.
______________________ By: __________________________________________
Secretary [Seal] CUBA XXXXXXXXXX, JR.
Printed: _____________________________________
SENIOR VICE PRESIDENT & GENERAL MGR
Title: _______________________________________
2/25/98
Date: ________________________________________
-3-
"Tenant"
METRO NETWORKS COMMUNICATIONS, INC.
ATTEST: a Maryland corporation
/s/ Xxxx X. XxXxxxx By: /s/ Xxxxxxx X. XxXxxxxx
------------------------ --------------------------
Assistant Printed: Xxxxxxx X. XxXxxxxx
Secretary [Seal] ---------------------
Title: Senior V.P. and C.F.O.
-----------------------
Date: 2/17/98
------------------------
STATE OF TEXAS )
) ss.
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State, on this
25th day of February, 1998, personally appeared Cuba Xxxxxxxxxx, Jr., to me
known to be the identical person who subscribed the name of TRANSCONTINENTAL GAS
PIPE LINE CORPORATION, a Delaware corporation, thereof to the foregoing
instrument as its SV President and acknowledged to me that he/she executed the
same as his/her free and voluntary act and deed and as the free and voluntary
act and deed of such corporation, for the uses and purposes therein set forth.
/s/ Xxxxx Xxxxxxx
------------------
Notary Public
My Commission Expires:
3/24/98
----------------------
[SEAL]
-0-
XXXXX XX XXXXX )
) ss.
COUNTY OF XXXXXX )
Before me a Notary Public in and for said County and State, on this 17th
day of February, 1998, personally appeared Xxxxxxx X. XxXxxxxx, to me known to
be the identical person who subscribed the name of METRO NETWORKS
COMMUNICATIONS, INC., a Maryland corporation, thereof to the foregoing
instrument as its SV President, and acknowledged to me that he/she executed the
same as his/her free and voluntary act and deed and as the free and voluntary
act and deed of such corporation, for the uses and purposes therein set forth.
/s/ Xxxx X. Xxxxx
------------------
Notary Public
My Commission Expires:
8-31-98
----------------------
[SEAL]
-5-
[PICTURE OF FLOOR PLAN APPEARS HERE]
__|__ N
|
Exhibit "A"
Floor 39
STATE OF MARYLAND
585293
STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION
000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000
DATE: NOVEMBER 19, 1997
THIS IS TO ADVISE YOU THAT THE ARTICLES OF AMENDMENT WITH A NAME CHANGE
FOR METRO TRAFFIC CONTROL, INC. CHANGING TO METRO NETWORKS COMMUNICATIONS, INC.
WERE RECEIVED AND APPROVED FOR RECORD ON NOVEMBER 19, 1997 AT 11:00 AM.
FEE PAID: 50.00
[LOGO APPEARS HERE]
XXXXXX X. XXXXXXX
CHARTER SPECIALIST
AT5-031
