Exhibit 10.1
Liberty Media
International, Inc.
12300 Liberty
Boulevard
Englewood, Colorado
80112
May 20, 2005
UnitedGlobalCom, Inc.
4643 South Ulster Street, Suite 1300
Denver, Colorado 80237
Re: First
Floor Office Space in the Building located at 12300 Liberty
Boulevard, Englewood, Colorado 80112 (the "Building")
Ladies and Gentlemen:
Liberty Media International, Inc., as "Tenant", has entered into a
binding letter agreement dated May 11, 2005 with Liberty Media
Corporation, as "Landlord", with respect to the lease of
approximately 21,677 usable square feet (the "Leased Premises") in
the Building. The term "Lease" as used herein means such binding
letter agreement unless and until superseded by a definitive lease
agreement between Tenant and Landlord and thereafter shall mean
such definitive lease agreement with appropriate adjustments to
Paragraph references.
UnitedGlobalCom, Inc. ("Sublessee"), desires to enter into a lease
(the "Sublease") for a portion of the premises referenced above and
more particularly described below from Liberty Media International,
Inc. ("Sublessor") pursuant to the terms and conditions set forth
in this letter.
1.
Premises . The premises will be 70% of the Leased
Premises depicted on Exhibit A , attached hereto and by this
reference incorporated herein, comprising approximately 15,174
usable square feet (the "Subleased Premises"), located on the first
floor of the Building, together with the non-exclusive right in
common with Landlord and Sublessor to use other common areas in the
Building, as set forth on Exhibit B attached hereto and by
this reference incorporated herein (the "Allocated Leased Space").
Sublessee will pay rent on a portion of the Allocated Leased Space
(the "Sublessee Allocated Leased Space"), calculated as described
in Exhibit B . The Subleased Premises and the Allocated
Leased Space will be referred to herein collectively as the
"Premises."
Following substantial completion of Landlord's Work (defined
below), the usable area of the Leased Premises will be remeasured
by Landlord's architect and such area will be used to calculate
Base Annual Rent and the cost of Landlord's Work, as well as the
Tenant Allocated Leased Space (as defined in the Lease) and the
Sublessee Allocated Leased Space. The area of the Allocated Leased
Space will not be remeasured and is hereby deemed correct by all
parties.
2.
Term . The term of the Sublease will be for
approximately 10 years, commencing on the Commencement Date
(defined in Exhibit C attached hereto and by this reference
incorporated herein) and ending on the last day of the month of the
tenth anniversary date of the Commencement Date.
3.
Base Annual Rent . Sublessee will pay Base Annual Rent,
payable in advance in equal monthly installments on the first day
of each and every month of the term, in an amount equal to $ 25 per
square foot for the Subleased Premises and the Sublessee Allocated
Leased Space (assuming those areas consist of 23,294 square feet,
Base Annual Rent will be $582,350, payable in equal monthly
installments of $48,529.17). Base Annual Rent will be adjusted
following completion of Landlord's Work based on (i) 70% of the
actual measurement of the usable square footage of the Leased
Premises as provided in Paragraph 1 above, (ii) the actual cost of
Landlord's Work as set forth in Exhibit C and (iii) the
calculation of the Sublessee Allocated Leased Space. Base Annual
Rent will be automatically increased on the first day of the first
month following each anniversary date of the Commencement Date in
an amount equal to the percentage increase in the U.S. Department
of Labor Consumer Price Index All Items, All Urban Consumers
Denver-Boulder-Greeley ("CPI") for the same period. Except as set
forth above with respect to the remeasurement of the Leased
Premises and the actual cost of Landlord's Work, Base Annual Rent
will not decrease, notwithstanding any decrease in CPI for the same
period.
4.
Additional Rent . In addition to Base Annual Rent,
Sublessee will pay additional rent, as set forth below, which will
also be rent under the Sublease and will be due and payable in the
same manner as Base Annual Rent under the Sublease. Additional Rent
will include all monetary amounts payable under the Sublease to
Sublessor, including without limitation the following:
A.
Cafeteria Expenses . All operating expenses of the
Cafeteria will be allocated among Landlord, Sublessor and Sublessee
in proportion to the number of employees and contract personnel of
each party located in the Building from time to time.
B.
Telephone Expenses . Landlord, Sublessor and Sublessee
will arrange to be billed separately for telephone services.
Telephone expenses, if any, that are not the subject of separate
billing will be allocated between the parties based on usage.
C.
Mailroom and Other Services . Sublessee's Percentage
(defined below) of the actual costs for copier supplies, postage,
courier, building and support services, mailroom services and
medical supplies will be paid by Sublessee; provided, however,
Sublessee will pay 100% of all such costs that are directly
allocable to Sublessee and Sublessor will pay 100% of all such
costs that are directly allocable to Sublessor. "Sublessee's
Percentage" means 31.5% which has been calculated as 70% of
Tenant's Percentage, which Sublessee acknowledges is 45% under the
Lease.
D.
Unforeseen Expenses . Any unforeseen expenses that are
not capital in nature will be shared equitably among Landlord,
Sublessor and Sublessee.
5.
Landlord's Work . Pursuant to the Lease, Sublessor has
secured Landlord's agreement to perform the work described in
Paragraph 1 Exhibit C ("Landlord's Work"), to deliver the
Leased Premises to Tenant (which will include the delivery of the
Subleased Premises to Sublessee) in good order and condition, and
to install Landlord's Work in a good and workmanlike manner, in
compliance with all laws, rules, regulations and ordinances.
6.
Parking . Sublessee will have the non-exclusive right,
in common with Landlord and Sublessor, to use (a) the visitor
parking spaces and (b) the parking facilities for the Building on
an unassigned basis up to the amount of one parking space per
employee of Sublessee, which parking spaces will be in the general
location depicted on Exhibit D , attached hereto and by this
reference incorporated herein; provided, however, 14 of such
parking spaces will be covered and unassigned parking spaces, and
one such parking space will be a covered and assigned parking
space. There will be no charge for parking.
7.
Alterations and Additions . Sublessee will have the
right to make non-structural alterations, additions and
installations at its own expense, from time to time during the term
of the Sublease provided that Sublessee has received the prior
written consent of Sublessor, which (provided that Sublessor has
received the prior written consent of Landlord pursuant to the
Lease) will not be unreasonably withheld or delayed, and provided
further that Sublessee complies with the reasonable requirements of
Sublessor and Landlord relating thereto.
8.
Services, Taxes and Insurance . Pursuant to the Lease,
Sublessor has secured that Landlord, at its expense, will provide
janitorial, security and reception area services, electricity, gas,
water, heating, air-conditioning and ventilation to the Premises
for reasonable business hour use, in such a manner and at such
times as provided from time to time to the premises in the Building
occupied by Landlord. Pursuant to the Lease, Sublessor has secured
that Landlord, at its cost, will pay for all real estate taxes and
all-risk insurance for the Building. Sublessee, at its cost, will
provide insurance on all of Sublessee's personal property and will
provide a policy of commercial general liability in such amount as
reasonably requested by Sublessor from time to time.
9.
Use . The Premises will be used solely for general
office purposes consistent with Landlord's use of the second floor
premises as of the Acceptance Date (defined below).
10.
Assignment and Subletting . Sublessee may not transfer
or assign, mortgage or encumber any part of Sublessee's interest in
the Sublease or sublet the Premises or allow any other party to use
or occupy the Premises (collectively, a "Transfer") without the
prior written consent of Sublessor, which may be withheld in
Sublessor's sole discretion. Sublessor may not assign or transfer
any part of Sublessor's interest in the Sublease without
Sublessee's consent, which may be withheld in Sublessee's sole
discretion, except to an entity that is an "affiliate" (within the
meaning of Rule 405 under the Securities Act of 1933, as amended)
of Sublessor. Sublessor and Sublessee will each remain primarily
liable for all obligations under the Sublease, notwithstanding any
permitted assignment or transfer.
11.
Repairs and Maintenance . Pursuant to the Lease,
Sublessor has secured that Landlord, at its sole cost and expense,
will be responsible for all routine and customary repairs and
maintenance to the Building and Subleased Premises that do not
result from the gross negligence or willful misconduct of Tenant or
Sublessee, or their respective agents, employees, invitees,
contractors, licensees or other parties entering the property by or
at the request of Tenant or Sublessee. Tenant will be responsible
for all repairs and maintenance to the Subleased Premises resulting
from the gross negligence or willful misconduct of Tenant or its
agents, employees, invitees, contractors, licensees or other
parties entering the property by or at the request of Tenant.
Sublessee will be responsible for all repairs and maintenance of
Sublessee's personal property and fixtures installed or located in
the Subleased Premises and will also be responsible for all repairs
and maintenance (i) to the Building and Premises resulting from the
gross negligence or willful misconduct of Sublessee or its agents,
employees, invitees, contractors, licensees or other parties
entering the property by or at the request of Sublessee and (ii)
subject to ordinary wear and tear, the furniture installed in the
Subleased Premises by Sublessor or Landlord.
12
Early Termination .
(a)
If Sublessee ceases to be an affiliate (as defined in Paragraph 10
hereof) of Sublessor, then Sublessee and Sublessor will each have
the right to terminate the term of the Sublease upon six
months'
