Attorment Agreement #37
-#37
SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT
THIS SUBORDINATION, NONPISTURBANCE, AND ATTORNMENT
AGREEMENT (the "Agreement"), made the ~ day of MilL/ST , 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 CADIAC, INC., a Florida corporation (the "Subtenant"), having an address of 203
South Atlantic Boulevard, Ft. Lauderdale, Florida 33316,
WIT N E SSE T H:
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 defmed in the
Master Lease (and a legal description of which is attached hereto and made a part hereof as
Exhibit "A"); and
WHEREAS, Master rt1nant and Subtenant have entered into that certain Retail
Sublease dated 7u Ne;;:- / / n; , 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 retail store, 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/l00 ($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,
modifications, replacements, and extensions of the Master Lease. This clause shall be
MI981270.041
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 I 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]
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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:
11ft/!
Name: N G-15eJ1 () . k: I-l f lJ I IV
Chairman
By:-L~AUJ ~~ ~
R0bert Parcher
Secretary
By:
STATE OF FLORIDA )
)ss:
COUNTY OF DADE )
a The foregoing inst~ment was acknowledged before me this 1111, day of
'1AYU+- , 1998, by ;Je...IS,t N D. /(4,J cI/rJ ,as Chairman, and Robert Parcher,
as ecretary, of the MIAMI BEACH REDEVELOPMENT AGENCY, a public body
corporate and politic, on behalf of such public body. They are personally known to me or
prnnnced v:llld f'lerida driver' s li"'~l~c:s a:s idt;ut~ficatiofl.
I ()F~:icrJ\L ;'~'\jTAF '': c;:: .,., -,
I. . LlLLIA:"J HEAL:c';;..~:\'.':~'1I~~ J
,'01~~RY PUJUC SYlI ;-E v;; ~iJCX:: il),\ I
. ':O\C\USS1C'.\.i ~<(). t~C7:?.'~72
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&~~
Notary Public, ~tate of Florida
Print Name: / --' ///OrJ ~ Lq Oc..ACiH?
My commission expires:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
KJ/~/fJj
Dote
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MB REDEVELOPMENT, INC.
ATTEST:
By:
Name:
Title:
By:
Secretary
STATE OF /V&-J V eMC)
)ss:
COUNTY OF ~ Yo-vl--1Q
The foregoing instrument was acknowledged before me this / J- iJ'1day of
/tuG-veSt , 1998, by -Jolf,0 G. IU A-L/0o , as
vi U- fflA3 /t ENJ flf1d--. , at> Secretary, of MB
REDEVELOPMENT, INC., a Florida corporation, on behalf of such corporation. They are
personally known to me or prg~~@d as
identification.
" .
~/~'t ~
No~\ Public, State of' -
Print Name:
My commission expires:
DARIA K. ~~:TCH:::LL
NOTARY PUELI'::. " ~) cf i~aVl York
No. LY, ~ ~27
Qualified in Orange County a ~
ComrnleeIo.. ExpIres AprIl 12, 19:.L../
MI981270.041
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ATTEST:
CADIAC, INC., a Florida corporation
By:
Name:
Title:
~~
By:
Secretary
ST ATE OF 7~ :<oJ "-
COUNTY OF .&t~",-~~
)
)ss:
)
~ The foregoing instrume~ ,;,as acknowledged this / I day of
cl~ , 1998, by 6k.C~ ,{ , as
and V/ L9 7'JZ-s.<~_+ , as Secretary, of
CADIAC. INC., a Florida corporation, on behalf of such corporation. They ~na~
~n~ produced as identificatl ~
~~5f;1---
Notary Public, State of
Print Name:
A...~?y PUIj EDDIE NURiEU
~ h: ~.:, COMMISSION # CC ,',64439
~ ;ql:;< EXPIRES NOV '2, ;)00 I
'? "<C-'" ',-' BONOW H'<U
~G' -.\~:!f ~ T' \.'17'(' Ont,'"'I"G CO INC
,. \ ,LJ ,I.F a ,. 'iU.I'~ ',_
My commission expires:
MI981270.041
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EXHIBIT "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 County,
Florida, together with all of 16th Street (Avenue "C"), less and except the following described
parcel:
BEGINNING at the Southwest corner 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 corner 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 82024' 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 corner 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.
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MI981270.041