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                                                               Exhibit 10.2

 

 

                                                             EXECUTION COPY

 

 

 

                         LOCATION RENTAL AGREEMENT

 

          LOCATION RENTAL AGREEMENT (this "Agreement"), dated as of

September 17, 2004, by and between Martha Stewart ("Stewart") and Martha

Stewart Living Omnimedia, Inc. (together with its subsidiaries, "MSLO").

 

          WHEREAS, Stewart or entities controlled by Stewart own or control

certain real property (together with the improvements thereon, the "Real

Property") which MSLO desires to use in connection with its businesses; and

 

          WHEREAS, Stewart wishes to allow MSLO to use Real Property in

connection with its businesses, on the terms and conditions set forth

herein.

 

          NOW, THEREFORE, in consideration of the mutual premises set forth

herein, and for such other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto agree as

follows:

 

          1. Term. The term of this Agreement shall commence on September

17, 2004 (the "Effective Date") and continue until the third anniversary of

such date, unless this Agreement is terminated pursuant to Section 7

hereof.

 

          2. Consideration. Subject to Section 7, on the Effective Date and

on each of the first and second anniversaries of the Effective Date, MSLO

shall pay Stewart, or any entity designated by Stewart, an annual location

rental fee of $500,000 (the "Annual Rental Fee"); provided that, with

respect to each of the twelve month periods commencing on the first

anniversary of the Effective Date and the second anniversary of the

Effective Date, if during such twelve month period MSLO is producing any

original network, cable or syndicated television show for which Stewart

serves as on-air talent, the Annual Rental Fee for such twelve-month period

shall be $750,000 (the "Enhanced Payment Amount"); and provided that the

parties may agree to increase the foregoing payment if they determine such

increase to be appropriate.

 

          3. Use and Availability. During the term of this Agreement,

Stewart shall provide MSLO access to the Real Property, and MSLO shall be

able to use the Real Property, in each case in connection with MSLO's

businesses and in a manner consistent with past practice and applicable

law.

 

          MSLO shall provide reasonable notice of the intended dates and

manner of use and the parties shall cooperate therewith. At the


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