Exhibit 10.52



 




Exhibit 10.52





	 	 	 	 	 	 	 	 	 
	
    F. ANN RODRIGUEZ, RECORDER
    	 	 	 	
    DOCKET:
    	 	
    11905
    
	
    RECORDED BY: CML
    	 	 	 	
    PAGE:
    	 	
    1534
    
	
     DEPUTY RECORDER
    	 	
    [THE SEAL OF PIMA
    	 	
    NO. OF PAGES:
    	 	
    9
    
	
     1951                AS1
    	 	
    COUNTY

    ARIZONA]
    	 	 	 	 
	 	 	 	 	
    SEQUENCE:
    	 	
    20021990395
    
	
    
    W
    

    	 	 	 	 	 	 	 	
    10/15/2002
    
	
    
    BANK ONE
    

    	 	 	 	 	 	
    SBDAG
    	 	
    14:27
    
	
    
    PO BOX 82942
    

    	 	 	 	 	 	 	 	 
	
    
    PHOENIX AZ 85082
    

    	 	 	 	 	 	
    MAIL
    	 	 
	 	 	 	 	 	 	
    AMOUNT PAID
    	 	
    $14.00
    
	






Phoenix, AZ 85004




AND WHEN RECORDED MAIL TO:




BANK ONE COMMERCIAL LOAN SERVICING




P.O. Box 82942 AZ1-2570





Phoenix, AZ 85082-2943

















SUBORDINATION AGREEMENT; ACKNOWLEDGEMENT
OF



LEASE ASSIGNMENT, ESTOPPEL,




ATTORNMENT AND NON-DISTURBANCE
AGREEMENT




(Lease To Deed of Trust)




THIS SUBORDINATION AGREEMENT; ACKNOWLEDGEMENT OF
LEASE ASSIGNMENT, ESTOPPEL, ATTORNMENT AND NON-DISTURBANCE
AGREEMENT (“Agreement”) is made August 22, 2002,
by and between PEGASUS AVIATION, INC., a California corporation
(“Owner” and “Lessor”), INTUIT INC., a
Delaware corporation (“Lessee”), and BANK ONE,
ARIZONA, N.A. (“Lender”).




RECITALS



		
	A.	
    Pursuant to the terms and provisions of a lease
    dated August 16, 2002 (“Lease”). Owner, as
    “Lessor”, granted to Lessee and leasehold estate in
    and to the property described on Exhibit A attached
    hereto and incorporated herein by this reference (which
    property, together with all improvements now or hereafter
    located on the property, is defined as the “Property”).
    





		
	B.	
    Owner has executed a deed of trust with
    assignment of leases and rents, security agreement and financing
    statement (“Deed of Trust”) securing, among other
    things, a promissory note (“Note”) in the principal
    sum of TWO MILLION FOUR HUNDRED THIRTY-SEVEN THOUSAND FIVE
    HUNDRED AND NO/ 100THS DOLLARS ($2,437,500.00), dated
    July 1, 2001, in favor of Lender, which Note is payable
    with interest and upon the terms and conditions described
    therein (“Loan”).
    





		
	C.	
    Lender requires that the Deed of Trust be
    unconditionally and at all times remain a lien on the Property,
    prior and superior to all the rights of Lessee under the Lease,
    and that Lessee specifically and unconditionally subordinates
    the Lease to the lien of the Deed of Trust.
    
	 
	D.	
    Owner and Lessee have agreed to the
    subordination, attornment and other agreements herein in favor
    of Lender.
    





NOW THEREFORE, for valuable consideration, Owner
and Lessee hereby agree for the benefit of Lender as follows:




Page 1 of 5








 




			
	 	1.	
    SUBORDINATION. Owner
    and Lessee hereby agree, subject to Paragraph 6
    (Non-Disturbance) below, that:
    





			
	 	1.1 	
    Prior Lien. The Deed
    of Trust securing the Note in favor of Lender, and any
    modifications, renewals or extensions thereof, shall
    unconditionally be and at all times remain a lien on the
    Property prior and superior to the Lease;
    
	 
	 	1.2 	
    Subordination.     Lender
    would not make the Loan without this agreement to subordinate;
    and
    
	 
	 	1.3 	
    Whole
    Agreement.     This
    Agreement shall be the whole agreement and only agreement with
    regard to the subordination of the Lease to the lien of the Deed
    of Trust and shall supersede and cancel, but only insofar as
    would affect the priority between the Deed of Trust and the
    Lease, any prior agreements as to such subordination, including,
    without limitation, those provisions, if any, contained in the
    Lease which provide for the subordination of the Lease to a deed
    or deeds of trust or to a mortgage or mortgages.
    





		
	 	
    AND FURTHER, Lessee individually declares, agrees
    and acknowledges for the benefit of Lender, subject to
    Paragraph 6 (Non-Disturbance) below, that:
    





			
	 	1.4 	
    Waiver, Relinquishment and
    Subordination.     Lessee
    intentionally and unconditionally waives, relinquishes and
    subordinates all Lessee’s right, title and interest in and
    to the Property to the lien of the Deed of Trust and understands
    that in reliance upon, and in consideration of, this waiver,
    relinquishment and subordination, specific loans and advances
    are being and may be made by Lender and, as part and parcel
    thereof, specific monetary and other obligations are being and
    may be entered into which would not be made or entered into but
    for said reliance upon this waiver, relinquishment and
    subordination.
    





			
	 	2.	
    ASSIGNMENT.     Lessee
    acknowledges and consents to the assignment of the Lease by
    Lessor in favor of Lender.
    
	 
	 	3.	
    ESTOPPEL.     Lessee
    acknowledges and represents that:
    





			
	 	3.1 	
    Lease
    Effective.     The
    Lease has been duly executed and delivered by Lessee and,
    subject to the terms and conditions thereof, the Lease is in
    full force and effect, the obligations of Lessee thereunder are
    valid and binding and there have been no modifications or
    additions to the Lease, written or oral;
    
	 
	 	3.2 	
    No
    Default.     To
    the best of Lessee’s knowledge, as of the date
    hereof: (i) there exists no breach, default, or event
    or condition which, with the giving of notice or the passage of
    time or both, would constitute a breach or default under the
    Lease; and (ii) there are no existing claims, defenses or
    offsets against rental due or to become due under the Lease;
    
	 
	 	3.3 	
    Entire
    Agreement.     The
    Lease constitutes the entire agreement between Lessor and Lessee
    with respect to the Property and Lessee claims no rights with
    respect to the Property other than as set forth in the Lease; and
    




 


			
	 	3.4 	No Prepaid
Rent.     No deposits or prepayments of rent have been made in connection with the Lease, except as follows: (if none, state
“None”)
                                        
None                                        .




			
	 	4.	
    ADDITIONAL
    AGREEMENTS.     Lessee
    covenants and agrees that, during all such times as Lender is
    the Beneficiary under the Deed of Trust:
    





			
	 	4.1 	
    Modification, Termination and
    Cancellation.     Lessee
    will not consent to any modification, amendment, termination or
    cancellation of the Lease (in whole or in part) without
    Lender’s
    




Page 2 of 5








 




			
	 		
    prior written consent and will not make any
    payment to Lessor in consideration of any modification,
    termination or cancellation of the Lease (in whole or in part)
    without Lender’s prior written consent (other than exercise
    of Lessee’s termination rights pursuant to the provisions
    of Sections 7.3, 10.3, 11.1, or 20 of the Lease;
    





			
	 	4.2 	
    Notice of Default.
    In the event of a default under the Lease by Owner which would
    give Lessee the right to terminate the Lease or declare a total
    or partial eviction (constructive or otherwise), Lessee shall
    not seek to terminate the Lease or so declare an eviction by
    Owner until (i) Lessee shall have given written notice of
    such default (which notice shall specify the exact nature of
    such default and how the same may be cured) to Owner and to
    Lender by certified mail, postage prepaid, return receipt
    requested, or by overnight courier service, and (ii) thirty
    (30) days shall have elapsed following the giving of such
    notice. If, during such thirty (30)-day period, Owner or Lender
    shall cure or substantially cure such default, Lessee shall
    waive its right to either terminate the Lease or declare an
    eviction with respect to the default by Landlord specified in
    such notice;
    
	 
	 	4.3 	
    No Advance Rents.
    Lessee will make no payments or prepayments of rent more than
    one (1) month in advance of the time when the same become
    due under the Lease; and
    
	 
	 	4.4 	
    Assignment of Rents.
    Upon receipt by Lessee of written notice from Lender that Lender
    has elected to terminate the license granted to Lessor to
    collect rents, as provided in the Deed of Trust, and directing
    the payment of rents by Lessee to Lender, Lessee shall comply
    with such direction to pay and shall not be required to
    determine whether Lessor is in default under the Loan and/or the
    Deed of Trust. Owner agrees that all such payments to Lender
    shall satisfy Lessee’s obligations under the Lease with
    respect to all rents so paid to Lender.
    





		
	5.	
    ATTORNMENT. In the
    event of a foreclosure under the Deed of Trust, Lessee agrees
    for the benefit of Lender (including for this purpose any
    transferee of Lender or any transferee of Lessor’s title in
    and to the Property by Lender’s exercise of the remedy of
    sale by foreclosure under the Deed of Trust) as follows:
    





			
	 	5.1 	
    Payment of Rent.
    Lessee shall pay to Lender all rental payments required to be
    made by Lessee pursuant to the terms of the Lease for the
    duration of the term of the Lease;
    
	 
	 	5.2 	
    Continuation of
    Performance. Lessee shall be bound to
    Lender in accordance with all of the provisions of the Lease for
    the balance of the term thereof, and Lessee hereby attorns to
    Lender as its landlord, such attornment to be effective and
    self-operative without the execution of any further instrument
    immediately upon Lender succeeding to Lessor’s interest in
    the Lease and giving written notice thereof to Lessee;
    
	 
	 	5.3 	
    No Offset. Lender
    shall not be liable for, nor subject to, any offsets or defenses
    which Lessee may have by reason of any act or omission of Lessor
    under the Lease, nor for the return of any sums which Lessee may
    have paid to Lessor under the Lease as and for security
    deposits, advance rentals or otherwise, except to the extent
    that such sums are actually delivered by Lessor to Lender; and
    
	 
	 	5.4 	
    Subsequent Transfer.
    If Lender, by succeeding to the interest of Lessor under the
    Lease, should become obligated to perform the covenants of
    Lessor thereunder, then, upon any further transfer of
    Lessor’s interest by Lender, all of such obligations
    thereafter accruing shall terminate as to Lender.
    





		
	6.	
    NON-DISTURBANCE. In
    the event of a foreclosure under the Deed of Trust, so long as
    there shall then exist no breach, default, or event of default
    on the part of Lessee under the Lease, Lender agrees for itself
    and its successors and assigns that the leasehold interest of
    Lessee under the Lease shall not be extinguished or terminated
    by reason of such foreclosure, but rather the Lease
    




Page 3 of 5








 


		
		
    shall continue in full force and effect and
    Lender shall recognize and accept Lessee as tenant under the
    Lease subject to the terms and provisions of the Lease,
    including for the duration of any option periods exercised by
    Lessee.
    





7.     MISCELLANEOUS.




			
	 	7.1	
    Heirs, Successors, Assigns and
    Transferees. The
    covenants herein shall be binding upon, and inure to the benefit
    of, the heirs, successors and assigns of the parties hereto; and
    
	 
	 	7.2	
    Notices. All
    notices or other communications required or permitted to be
    given pursuant to the provisions hereof shall be deemed served
    upon delivery or, if mailed, upon the first to occur of receipt
    or the expiration of three (3) days after deposit in United
    States Postal Service, certified mail, postage prepaid and
    addressed to the address of Lessee or Lender appearing below:
    





	 	 	 
	
    
         “OWNER”

    	 	
         “LENDER”
	
    
    PEGASUS AVIATION, INC.
    

    	 	
    BANK ONE, ARIZONA, N.A.
    
	
    
    Four Embarcadero Center, 35th Floor
    

    	 	
    2001 North Central
    
	
    
    San Francisco, CA 94111
    

    	 	
    Phoenix, AZ 85004
    
	
    
    Attn: General Counsel
    

    	 	 
	
    
         “LESSEE”

    	 	
    with a copy to:
    
	
    
    INTUIT INC.
    

    	 	
    BANK ONE COMMERCIAL LOAN
    
	
    
    2632 Marine Way
    

    	 	
    SERVICING
    
	
    
    Mountain Way, CA 94043
    

    	 	
    P.O. Box 82942 AZ1-2570
    
	
    
    Attn: Heather Macdonald
    

    	 	
    Phoenix, AZ 85082-2943
    





with a copy to:


		
	 	
    INTUIT, INC.
    
	 	
    2700 Coast Avenue
    
	 	
    Mountain View, CA 94043
    
	 	
    Attn: General Counsel
    





with a copy to Lessee at:


		
	 	
    6550 S. Country Club Road
    
	 	
    Tucson, AZ 85715
    
	 
	 	
    provided,
    however, any party shall have the right to change its
    address for notice hereunder by the giving of written notice
    thereof to the other party in the manner set forth in this
    Agreement, and
    





			
	 	7.3	
    Counterparts. This
    Agreement may be executed in two or more counterparts, each of
    which shall be deemed an original and all of which together
    shall constitute and be construed as one and the same
    instrument; and
    
	 
	 	7.4	
    Remedies
    Cumulative. All
    rights of Lender herein to collect rents on behalf of Lessor
    under the Lease are cumulative and shall be in addition to any
    and all other rights and remedies provided by law and by other
    agreements between Lender and Lessor or others; and
    
	 
	 	7.5	
    Paragraph
    Headings. Paragraph
    headings in this Agreement are for convenience only and are not
    to be construed as part of this Agreement or in any way limiting
    or applying the provisions hereof.
    




Page 4 of 5








 




INCORPORATION. Exhibit
A is attached hereto and incorporated
herein by this reference.




IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above
written.




		
	 	
    “OWNER”
	 
	 	
    PEGASUS AVIATION,
    INC., a California 

     corporation
    





			
	 	By: 	
    /s/ (ILLEGIBLE SIGNATURE)
    



		
	 	
    






			
	 	Its: 	
    SVP Administration & CFO
    



		
	 	
    

	 
	 	
    “LENDER”
	 
	 	
    BANK ONE, ARIZONA, N.A.





			
	 	By: 	
    /s/ (ILLEGIBLE SIGNATURE)
    



		
	 	
    






			
	 	Its: 	
    Vice President
    



		
	 	
    

	 
	 	
    “LESSEE”
	 
	 	
    INTUIT INC., a
    Delaware corporation
    





			
	 	By: 	
    /s/ GREG SANTORA
    



		
	 	
    






			
	 	Its: 	




		
	 	
    






(ALL SIGNATURES MUST BE
ACKNOWLEDGED)



Page 5 of 5








 




EXHIBIT A



DESCRIPTION OF PROPERTY



EXHIBIT A to Subordination Agreement;
Acknowledgement of Lease Assignment, Estoppel, Attornment and
Non-Disturbance Agreement dated as of August 22, 2002, by
and between PEGASUS AVIATION, INC., a California corporation
(“Owner”), INTUIT INC., a Delaware corporation
(“Lessee”), and BANK ONE, ARIZONA, N.A.
(“Lender”).




			
	 	
    All that portion of the Northeast Quarter of the
    Northeast Quarter of the Northeast Quarter of Section 17,
    Township 15 South, Range 14 East, Gila and Salt River
    Base and Meridian, Pima County, Arizona, more particularly
    described as follows, to wit:
    	 





BEGINNING at the Northeast corner of said
Section 17;




THENCE South 0 degrees 46 minutes 12 seconds
East, along the East line of Section 17, a distance of
362.09 feet measured (363.33 feet record) to a point;




THENCE South 89 degrees 21 minutes 45 seconds
West measured (South 89 degrees 22 minutes 50 seconds West
record), a distance of 75.00 feet to a point on the Westerly
right-of-way line of South Country Club Road, said point being
the TRUE POINT OF BEGINNING;




THENCE continuing South 89 degrees 21 minutes 45
seconds West measured (South 89 degrees 22 minutes 50 seconds
West record), a distance of 596.32 feet measured (595.89 feet
record) to a point;




THENCE South 0 degrees 44 minutes 38 seconds East
measured (South 0 degrees 44 minutes 47 seconds East record), a
distance of 298.59 feet measured (298.21 feet record) to a point;




THENCE North 89 degrees 26 minutes 18 seconds
East measured (North 89 degrees 23 minutes 14 seconds East
record), a distance of 811.14 feet measured (611.02 feet record)
to a point;




THENCE North 0 degrees 47 minutes 23 seconds West
measured (North 0 degrees 46 minutes 12 seconds West record)
along the Westerly right-of-way line of South Country Club Road,
a distance of 2.25 feet to a point;




THENCE North 03 degrees 35 minutes 52 seconds
West, along the Westerly right-of-way line of South Country Club
Road, a distance of 297.54 feet to a point, said point being the
TRUE POINT OF BEGINNING.







 




ACKNOWLEDGMENT



	 	 	 	 	 
	
    
    STATE OF CALIFORNIA
    

    	 	
    )
    	 	 
	 	 	
    )
    	
      ss.
    
	
    
    COUNTY OF SAN FRANCISCO
    

    	 	
    )
    	 	 





	 	 	 
	
    
    On August 22, 2002, before
me,

                  Date

    	 	
    Angela Todd ,

    
	 	 	
    Name and Title of Officer (e.g.,
“Jane Doe
    Notary Public”)
    






	 	 	 
	
    
    Personally appeared
    

    	 	
    Richard M. Oster ,

    
	 	 	
    Name of Signer(s)
    





	 	 	 	 	 
	
    
    x personally
    known to me — OR —
    

    	 	
    x
    	 	
    proved to me on the basis of satisfactory
    evidence to be the person(s) whose name(s) is/are subscribed to
    the within instrument and acknowledged to me that he/she/they
    executed the same in his/her/their authorized capacity(ies), and
    that by his/her/their signature(s) on the instrument the
    person(s), or the entity upon behalf of which the 
person(s)
    acted, executed the instrument.
    
	 
	 	 	 	 	
    WITNESS my hand and official seal.
    
	
    
    [Seal]

    ANGELA TODD

    
    COMM. #1265618
NOTARY PUBLIC - CALIFORNIA

    SAN FRANCISCO COUNTY

    My Comm. Expires May 28, 2004
    

    	 	 	 	
    /s/ Angela Todd
    
Signature of Notary Public
    








 



ACKNOWLEDGMENT



	 	 	 	 	 
	
    
    STATE OF ARIZONA
    

    	 	
    )
    	 	 
	 	 	
    )
    	
      ss.
    
	
    
    COUNTY OF ARIZONA
    

    	 	
    )
    	 	 





	 	 	 	 	 
	On 	10/1, 2002
	, before me,	 	
    Tracy Edwardsen, Notary Public

    
	 	Date	 	 	
    Name and Title of Officer (e.g., Jane Doe
    Notary Public’)
    






	 	 	 
	
    
    Personally appeared
    

    	 	
    Dianne Katscher

    
	 	 	
    Name of Signer(s)
    





	 	 	 	 	 
	
    
    x personally
    known to me — OR —
    

    	 	
    x
    	 	
    proved to me on the basis of satisfactory
    evidence to be the person(s) whose name(s) is/are subscribed to
    the within instrument and acknowledged to me that he/she/they
    executed the same in his/her/their authorized capacity(ies), and
    that by his/her/their signature(s) on the instrument the
    person(s), or the entity upon behalf of which the 
person(s)
    acted, executed the instrument.
    
	 
	 	 	 	 	
    WITNESS my hand and official seal.
    
	
    
    [Seal]

    
NOTARY PUBLIC

    
    STATE OF ARIZONA
Maricopa County

    TRACY EDWARDSEN

    
    My Appointment Expires June 30, 2003
    

    	 	 	 	
    /s/ Tracy Edwardsen
    
Signature of Notary Public