File Ref. #081 C
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SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT
THIS SUBORDINATION, NO~ISTU~CE, AND ATTORNMENT
AGREEMENT (the "Agreement"), made the~ day of fttlJT , 1998, among
MIAMI BEACH REDEVELOPMENT AGENCY (the "Landlord"), having an address of 1700
Convention Center Drive, Miami Beach, Florida 33139, MB REDEVELOPMENT, INC.
(the "Master Tenant"), having an address of 667 Madison Avenue, New York, New York
10021, and FLAGLER SYSTEM MANAGEMENT, INC., a Florida corporation
(the "Subtenant"), having an address of The Breakers Hotel, One South County Road, Palm
Beach, Florida 33480.
WIT N E SSE T H:
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WHEREAS, Landlord and Master Tenant entered into that certain Retail Space
Master Lease dated as of September 20, 1996 (the "Master Lease"), pursuant to which the
Landlord leased to Master Tenant, and Master Tenant leased from Landlord, the Retail Space,
as defmed in the Master Lease, which Retail Space is located on the Land, as defined in the
Master Lease (and a legal description of which is attached hereto and made a part hereof as
Exhibit "A"); and
WHEREAS, Master ,Tenant and Subtenant have entered into that certain Retail
Sublease dated JuA/~ cf /I} , 1998, as may be amended or modified from
time to time (the "Sublease"), whereby a portion of the Retail Space has been sublet to
Subtenant for use as a swimsuit shop, all as more particularly described in the Sublease; and
WHEREAS, Landlord, Master Tenant, and Subtenant desire to enter into this
Agreement in order to confirm subordination of the Sublease to the Master Lease, and to
provide nondisturbance rights and attornment requirements on Subtenant, on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in consideration of Ten and No/100 ($10.00) Dollars and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. Incorporation of Recitals. The above recitals are true and correct and are
incorporated herein as if set forth in full.
2. Subordination. Subtenant hereby covenants and agrees that the Sublease and the
leasehold estate granted thereby and any and all rights, options, and estates therein contained
or created thereunder are and shall continue to be subject and subordinate in all respects
whatsoever to the Master Lease for the full term set forth therein and to all renewals,
MI973500.094
,.......;.,
modifications, replacements, and extensions of the Master Lease. This clause shall be
self-operative and no further instrument of subordination shall be necessary to effectuate such
subordination. However, in confirmation of such subordination, Subtenant shall execute
promptly any certificate or further agreement that the Master Tenant or Landlord may
reasonably request.
3. Nondisturbance. Landlord, as the lessor under the Master Lease, or anyone
claiming by or through any holder of the Master Lease or any purchaser of Landlord's estate,
hereby covenants and agrees that the leasehold estate granted to Subtenant under the Sublease
and the rights of Subtenant and its successors in interest and assigns to quiet and peaceful
possession under the Sublease will not be terminated or disturbed by any action taken by
Landlord to terminate the Master Lease or to enforce the rights and remedies of the holder
thereof so long as Subtenant or its successors in interest or assigns shall not be in default
beyond applicable cure periods under the Sublease and shall pay the rents and additional rents
under the Sublease, without offsets or defenses thereto, except as and to the extent specifically
set forth in the Sublease, and shall fully perform and comply with all the terms, covenants,
conditions, and provisions of Sublease on the part of the Subtenant thereunder to be performed
or complied with (it being understood that no rental shall hereafter be paid earlier than
thirty (30) days prior to the due date set forth in the Sublease).
4. Attornment. If any holder of the Master Lease or anyone claiming by or
through any such holder or any purchaser of Landlord's estate shall enter into and lawfully
become possessed of the leased premises covered by the Sublease or shall otherwise succeed to
the rights of the landlord under the Sublease, either through termination of the Master Lease
or the acquisition of the estate thereby created, then Subtenant agrees to attorn to such
successor landlord and recognize such successor landlord as its landlord under the Sublease.
This clause shall be self-operative and no further instrument of attornment shall be necessary
to effectuate such attornment. However, in confirmation of such attornment, Subtenant shall
execute promptly any certificate or further agreement that the Master Tenant or Landlord may
reasonably request.
5. Approval. Landlord confirms that it has consented to the Sublease and the
transactions contemplated thereby pursuant to the Master Lease.
6. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors in interest and assigns. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same document.
[signatures begin on next page]
MI973S00.094
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year fIrst above written.
MIAMI BEACH REDEVELOPMENT AGENCY
ATTEST:
By: J}/It
Name: N ELSf-:-N
Chairman
LJ. I( A-~ /J / 1\1
#
By:~J Pcudw--
Rotert Parcher
SecreViry
)
)ss:
COUNTY OF DADE )
~he foregoing ins~ment was ackn~wledged before me this I q f/, day of
, 1998, by Ne ISLA) f) 4rd,,J , as Chairman, and Robert Parcher,
as S retary, of the MIAMI BEACH REDEVELOPMENT AGENCY, a public body
corporate and politic, on behalf of such public body. They are personally known to I!!e or
prQQuced '/alid Florida driver's liccftSe& as idemificatioR.
O"CIl"\' "~\"':\J).:-";'"~\r---, ~
f'. _li I... I "'~... J I . \. { ~,.'. ( J" I
LlLLi;'.>J llE;\.V-=!'i..,.~,'!P (
NOTARY f'unuc STATF (f >lCl\,~)A I
CCiMMISSiOh! 1':1) CC7:>:D7,' I
M'CO'M"sr0m~~~ ~:1.::=-;;;"~~~~ ~=
.
STATE OF FLORIDA
My commission expires:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
tJlf/~
Date
MI973500.094
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MB REDEVELOPMENT, INC.
::=~ L
Barrv Hirsch
Secretary
Jok-
Vice President
By:
Name:
Title:
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this lOth day of
June , 1998, by ,John G. Halina , as
Vice President , and Harry Hi rC:::r'l1 , as Secretary, of MB
REDEVELOPMENT, INC., a Florida corporation, on behalf of such corporation. They are
personally known to me or produced as
identification.
My commission expires:
CAROl DOKTORSKI
f'~OTAFlY PUBUC, Stf.de of New voctc
No. 3O-47'".ooe 14
~In~=
0:sI~ Red i1 New York .
~ExPr8I"" so. ,
MI973500.094
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SYS'IEM
FLAGLER~ANAGEMENT, INC.
ATTEST:
BY:~
81t>'" c /t1'tWfNQa
Secretary
By:
Name:
Title:
~~~E
/"IUT./ /PF~
STATE OF ~L'OR\DA- )
)ss:
COUNTY OF PM ~~ )
The foregoing instrument was acknowledged before me this ~~ day of
Tvlt&.. , 1998, by p~\.. tJ. l.c;;oMi , as
J~~'D"'" ,and A-~\t c.~RA- , as Secretary, of
* DNA, INC., a Csftlleetieat eerpeF8tien, on behalf of such corporation. They are personally
known to me or produced as identification.
* F1AGLER SYSTEM MANAGEMENT, I;:\JC., a FloriV~rat~ .
~rCJ
Notary Public, State of F~
Print Name: Hv6lt \,II. Plrft(
My commission expires:
H. W. PERRY
MY COMMISSION II CC 463112
EXPIRES: May 11. 1999
. .' Ilondad Thnl Notary PublIc Underwriters
MI973500.094
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EXHmIT "A"
LEGAL DESCRIPTION OF LAND
Lots 8, 9, 10, 11, 12 and 13, Block 57, Fisher's First Subdivision of Alton Beach, according
to the Plat thereof, as recorded in Plat Book 2, Page 77 of the Public Records of Dade Courtty,
Florida, together with all of 16th Street (Avenue "C"), less and except the following described
parcel:
BE3INNING at the Southwest comer of Block 54 of said Fisher's First Subdivision of Alton
Beach Plat; thence North 880 0' 53" East along the South line of said Block 54, a distance of
443.08 feet, to the Southeast comer of said Block 54; thence South 070 35' 04" West, a
distance of 96.26 feet, to a point of cusp with a tangent curve concave to the Southwest;
thence along the arc of said curve to the left, having a radius of 25.00 feet and a central angel
of 900 00' 00", an arc distance of 39.27 feet, to a point of tangency; thence North 8r 24' 52"
West, a distance of 24.75 feet; thence South 880 00' 53" West along a line 8.00 feet North of
and parallel with, as measured at right angles to the North line of Block 57 of said plat, a
distance of 382.18 feet to a point on the Easterly Right-of-Way line of Washington Avenue;
thence North 010 59' 11" West along said Easterly Right-of-Way line, a distance of 62.00 feet
to the Southwest comer of said Block 54 and the Point of beginning.
Said lands lying and being in the City of Miami Beach and containing 65,910 square feet
(1.5131 Acres) more or less.
MI973500.094