1 4243572.1
SUBLESSOR CONSENT AND ESTOPPEL CERTIFICATE
___________, 2024
To: Purchaser and Lessee (each as defined below)
Re: Subleasehold interest in that certain real property located at 2300 E Spring Street, Signal Hill, California (the "Premises"), pursuant to that certain Sublease Agreement dated as of September 21, 2002, between The Redevelopment Agency of the City of Signal Hill, a public body corporate and politic, as assigned to the City of Signal Hill, a California charter municipality ("Sublessor"), and Signal Hill Properties, LLC, a Delaware limited liability company ("Original Sublessee"), as amended, assigned, and/or modified by the documents described on Exhibit “A,” attached hereto (as so amended, assigned, and/or modified, the "Sublease").
Ladies and Gentlemen:
Sublessor acknowledges and agrees that Sublessor has leased the Premises from Velma M. Robinett, as Trustee of the Alda C. Jones Trust ("Master Lessor") under that certain Master Ground Lease dated as of December 21, 1993, as amended (the "Master Lease"), and Sublessor subsequently subleased the Premises to Original Sublessee under the Sublease. Original Sublessee has entered into that certain Asset Purchase Agreement dated December 22, 2023 ("APA"), whereby Original Sublessee and Long Beach Eurocars, LLC, a Delaware limited liability company (the "Company"), have agreed to sell and/or transfer all or substantially all of the assets of Original Sublessee and the Company, including the assignment of the Sublease and the sale of the improvements constructed on the Sublease property (“Improvements”) (the "Transaction") to Aman S. Abraham, an individual and such other persons or entities set forth in the APA or as assigned pursuant to the APA (collectively, the "Purchaser"). The rights to the assignment of the Sublease and the sale of the Improvements have been assigned to Addis Properties Long Beach LLC, a California limited liability company, which is included as a Purchaser. As part of the Transaction, Purchaser shall acquire Original Sublessee's interest in the Sublease, which will be assigned to Purchaser, and purchase the Improvements (in its capacity as successor lessee, "Successor Lessee").
Original Sublessee and the Company currently operate the Mercedes-Benz of Long Beach and Sprinter of Long Beach dealerships (collectively, the "Dealership") on the Premises.
Upon completing the Transaction, Successor Lessee will sublease the Premises and Improvements to Long Beach Eurocars Inc., a California corporation, which will continue to operate the Dealership as an authorized Mercedes-Benz dealership (“Dealer”). As part of the Transaction, Successor Lessee shall borrow funds and encumber the Sublease Estate and Improvements by a mortgage, deed of trust, and/or other security interests granted to Comerica Incorporated or its subsidiaries (“Lender”).
Successor Lessee requests that, pursuant to the terms of the Sublease, Sublessor execute this Sublessor Consent and Estoppel Certificate as evidence of (i) Sublessor's acknowledgment and consent to such assignment of the Sublease in connection with the Transaction (collectively, the "Transfer"), (ii) the sublease to Dealer, and (iii) consent to and approve the Lender as an 2 4243572.1
approved Lender under Section 7.0 of the Sublease. Sublessor understands that Purchaser (in such capacity and in the capacity as Successor Lessee) and respective affiliates thereof will rely on Sublessor's consent and certification set forth herein. In accordance with the foregoing, Sublessor hereby provides as follows:
A. Sublessor hereby consents to the Transfer in connection with the Transaction as an Auto-Related Use (as defined in the Sublease) and as a transfer of an automobile dealership franchise approved by the franchisor (as set forth in Section 6.01(c)(5) of the Sublease), consents to the sublease of the Premises and Improvements to Dealer, and approves Lender as an approved lender under Section 7.0 of the Sublease.
B. Sublessor hereby certifies to Purchaser (in Purchaser's capacity as Successor Lessee) and Purchaser's respective affiliates, successors, and assigns, that the following statements are true, correct, and complete as of the date hereof:
1. The Sublease is unmodified, has not been assigned by Sublessor, and is presently in full force and effect and represents the entire agreement between Original Sublessee and Sublessor with respect to the Premises, except as described on Exhibit A attached hereto.
2. The current expiration date of the Sublease is November 30, 2055 (the "Expiration Date"). There are no options or rights to terminate the Sublease earlier than the Expiration Date except as set forth in the Sublease.
3. As of the date set forth above, the monthly rent for the Premises due to Sublessor under the Sublease is $28,651.67, which has been paid by Original Sublessee through the month of May 2024, and to the best of Sublessor's knowledge, there are no offsets, deductions or other defenses claimed by Original Sublessee in connection with the payment of rent under the Sublease.
4. To the best of Sublessor’s knowledge, neither Sublessor nor Original Sublessee, is in default under the Sublease and, to the best of Sublessor's knowledge, no event has occurred that with the giving of notice, the passage of time, or both, would constitute a default by either party under the Master Lease.
5. The undersigned representative of Sublessor is duly authorized and qualified to execute this instrument on behalf of Sublessor.
C. Sublessor acknowledges and accepts this as Successor Lessee's formal notice and request to direct all future notices to Successor Lessee under the Sublease as follows:
To: Aman S. Abraham
23621 Creekside Road
Valencia, CA 91355
Phone No.: (310) 621-2626
Email: [email protected]
Copy to: Furman Usher, Inc.
2082 Michelson Drive, Suite 100
3 4243572.1
Irvine, CA 92612
Attn: Rick Usher
Phone No.: (949) 788-0066
Email: [email protected]
D. Notwithstanding Section 6.02 of the Sublease, upon the closing of the Transaction and Transfer to Successor Lessee, the Original Sublessee shall not be liable for the payment of any rental or other sums due under the Sublease arising or accruing from and after the closing of the Transaction and the Transfer, nor for the performance of any terms, conditions, or covenants to be kept and performed by the lessee under the Sublease arising or accruing from and after the closing of the Transaction and the Transfer, and Sublessor shall look solely to Successor Lessee for the payment of all rental or other sums due under the Sublease and for the performance of all terms, conditions and covenants to be kept and performed by the lessee under the Sublease first arising or accruing from and after the closing of the Transaction and the Transfer. 1 4243572.1
This SUBLESSOR CONSENT AND ESTOPPEL CERTIFICATE is EXECUTED as of the date first set forth above.
SUBLESSOR:
ATTEST
By:
APPROVED AS TO FORM:
By:
CITY OF SIGNAL HILL,
a California charter municipality
By:_____________________________________
Print Name: ___________________________
Title: _________________________________
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Exhibit A
1. Assignment and Assumption of Sublease Agreement dated March 15, 2011.