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EXHIBIT 10.8
SUBLEASE AGREEMENT
This Sublease Agreement (Sublease) is made and entered into as of the
1st day of July, 1996, between Equibond, Inc., a California corporation
(hereinafter called "Sublessor"), and National Bancshares Corporation of Texas,
a Texas corporation (hereinafter called "Sublessee"):
ARTICLE 1.
PRIME LEASE
1.1 Sublease Subject to Prime Lease. This Sublease is subject and
subordinate to that certain office lease ("Lease") dated June 8, 1994, and
executed by and between 100 Wilshire Associates (hereinafter called the "Prime
Lessor"), as landlord and Sublessee, as tenant. Said Lease was assigned to
Sublessor by Sublessee, and consented to by Prime Lessor, by and through an
Assignment, Assumption and Consent, effective July 1, 1996 ("Assignment"). The
Lease, as assigned by the Assignment, is hereinafter called the "Prime Lease".
A copy of the Lease and the Assignment are attached hereto as Exhibit "A" and
made a part hereof for all purposes as if fully set forth herein.
1.2 Compliance with Prime Lease. With the exception of the
obligation to pay Base Rental pursuant to Section 8 of the Prime Lease and to
pay Operating Expenses pursuant to Section 9 thereof, Sublessee hereby
covenants and agrees to comply with and perform all obligations of Sublessor
under the Prime Lease which relates to, or are properly allocated to, the
Leased Premises, including, without limitation, all repair obligations, all
insurance obligations, all obligations to pay utility charges and taxes, and
all indemnification obligations of Sublessor thereunder, and any liability
accruing from Sublessee's failure to pay same when due thereunder. Sublessee
agrees that whenever the consent of Prime Lessor is required under the terms of
the Prime Lease with respect to any action, Sublessee shall obtain the consent
of Sublessor and of Prime Lessor prior to taking such action. Sublessee hereby
covenants and agrees to promptly deliver to Sublessor copies of any and all
notices or other correspondence received by Sublessee from Prime Lessor that
might affect Sublessor in any manner and further agrees, notwithstanding
Section 9.3 to the contrary, to so deliver same in the manner most appropriate
to insure that Sublessor will be able to respond to any of such notices or
other correspondence from the Prime Lessor within any time periods set forth in
the Prime Lease.
1.3 Services. Sublessee hereby acknowledges and agrees that the
only services, amenities and rights to which Sublessee is entitled under this
Sublease are those to which Sublessor is entitled under the Prime Lease
(subject to all the provisions, restrictions and conditions imposed of the
Prime Lease). Sublessor
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to provide any such services, amenities and rights nor shall any such failure
be construed as a breach hereof by Sublessor or an eviction of Sublessee or
entitle Sublessee to an abatement of any of the rentals under this Sublease,
except and only to the extent that Sublessor receives an abatement under the
Prime Lease with respect thereto.
1.4 Exercise of Rights and Remedies Under Prime Lease. Sublessee
shall not have the right to exercise any of Sublessor's options or elections
permitted or authorized under the Prime Lease, or to institute any action or
proceeding against Prime Lessor for the enforcement of the Prime Lease. If
Prime Lessor shall default in the performance of any of its obligations under
the Prime Lease, Sublessor shall, upon the written request of Sublessee and at
Sublessee's sole cost and expense, use its diligent good faith efforts to
enforce the Prime Lease and obtain Prime Lessor's compliance with its
obligations thereunder.
ARTICLE 2.
DEMISE AND DESCRIPTION
2.1 Demise of Leased Premises. Subject to and upon the terms and
conditions set forth herein, Sublessor hereby subleases to Sublessee, and
Sublessee hereby subleases from Sublessor for the term herein set forth, all of
Sublessor's right, title and interest in and to the use and occupancy of the
premises leased by Sublessor under the Prime Lease, same being approximately
1,429 square feet of rentable area located on floor 17 in the building known as
the 000 Xxxxxxxx Xxxxxxxx, as shown outlined on Exhibit "A", to the Prime Lease
(herein called the "Leased Premises").
2.2 Condition of the Leased Premises. Tenant acknowledges and
agrees that it has inspected the Leased Premises and agrees to accept same in
its present condition, "AS IS" and "WITH ALL FAULTS."
2.3 DISCLAIMER OF WARRANTIES. SUBLESSEE ACKNOWLEDGES THAT NEITHER
SUBLESSOR NOR PRIME LESSOR HAS MADE OR WILL MAKE ANY WARRANTIES TO SUBLESSEE
WITH RESPECT TO THE QUALITY OF CONSTRUCTION OF ANY LEASEHOLD IMPROVEMENTS OR
TENANT FINISH WITHIN THE LEASED PREMISES OR AS TO THE CONDITION OF THE LEASED
PREMISES, EITHER EXPRESS OR IMPLIED, AND THAT SUBLESSOR AND PRIME SUBLESSOR
EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE LEASED PREMISES ARE OR WILL BE
SUITABLE FOR SUBLESSEE'S INTENDED COMMERCIAL PURPOSES. EXCEPT AS EXPRESSLY
PROVIDED IN SECTION 1.4 HEREOF, SUBLESSEE'S OBLIGATION TO PAY RENTALS UNDER
THIS SUBLEASE IS NOT DEPENDENT UPON THE CONDITION OF THE LEASED PREMISES OR THE
BUILDING (NOW OR IN THE FUTURE) OR THE PERFORMANCE BY PRIME LESSOR OF ITS
OBLIGATIONS UNDER THE PRIME LEASE, AND SUBLESSEE SHALL CONTINUE TO PAY THE
RENTALS HEREUNDER WITHOUT ABATEMENT, SETOFF OR DEDUCTION NOTWITHSTANDING ANY
BREACH BY SUBLESSOR OF ITS DUTIES OR
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OBLIGATIONS HEREUNDER OR BY PRIME LESSOR OF ITS DUTIES OR OBLIGATIONS UNDER THE
PRIME LEASE, WHETHER EXPRESS OR IMPLIED.
ARTICLE 3.
TERM; SURRENDER OF POSSESSION
3.1 Term. Unless the Prime Lease is terminated sooner pursuant to
the terms thereof, the term of this Sublease ("Term") shall be for the period
commencing on July 1, 1996 and ending on December 31, 1999.
3.2 Surrender of Leased Premises. At the termination of this
Sublease, by lapse of time or otherwise, Sublessee shall deliver up the Leased
Premises to Sublessor in as good condition as existed on the date of possession
by Sublessee, ordinary wear and tear and casualty damage excepted. Upon such
termination of this Sublease, Sublessor shall have the right to re-enter and
resume possession of the Leased Premises.
3.3 Holding Over. In the event of holding over by Sublessee after
expiration or termination of this Sublease without the prior written consent of
Sublessor, Sublessee shall pay as liquidated damages the greater of (i) double
the amount of all base rental and additional rental which was payable by
Sublessee immediately prior to such expiration or termination, and (ii) the
then current market rental for the Leased Premises, pro rated on a daily basis
for the entire holdover period.
ARTICLE 4.
RENT
4.1 Base Rental. Sublessee hereby agrees to pay an annual base
rental of Twenty-Nine and 40/100 Dollars ($29.40) per square foot of net
rentable area within the Leased Premises. Sublessee shall pay such base rental
to Sublessor monthly without demand, for each and every month during the Term,
in installments of Three Thousand Five Hundred and No/100 Dollars ($3,500.00).
4.2 Additional Rental. Sublessee shall also pay to Sublessor
monthly as additional rental the pro rata amount, if any, of the operating
expenses charged to Sublessor pursuant to Section 9 of the Prime Lease for any
month during the Term which are properly allocated to the Leased Premises. In
addition, Sublessee's rent shall be reduced to the extent the Sublessor's rent
is reduced or abated under the terms of the Primary Lease, on a pro rata basis
using the square footage used by the Sublessee compared to the total square
footage under the Prime Lease.
4.3 Payment of Rentals. Each monthly installment of base rental
and additional rental due to Sublessor under this Sublease shall be payable by
Sublessee on the first day of each calendar month at Sublessor's address herein
set forth or at such other
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place as Sublessor shall designate in writing from time to time. If less than
all of any calendar month or year occurs during the Term, rents for such
partial month or year shall be prorated based on the actual number of days
during such month or year occurring within the Term.
ARTICLE 5.
QUIET ENJOYMENT
5.1 Covenant of Quiet Enjoyment. Provided Sublessee has performed
all of the terms, covenants, agreements and conditions of this Sublease,
including the payment of rental and all other sums due hereunder, Sublessee
shall peaceably and quietly hold and enjoy the Leased Premises against
Sublessor and all persons claiming by, through or under Sublessor, for the term
herein described, subject to the provisions and conditions of this Sublease and
of the Prime Lease.
5.2 Limitation. It is understood and agreed that the provision of
Section 5.1 and any and all other covenants of Sublessor contained in this
Sublease shall be binding upon Sublessor and its successors only with respect
to breaches occurring during its and their respective ownership of the
Sublessor's interest hereunder. This Sublease is subject to and subordinate to
all matters of public record in Los Angeles, California.
ARTICLE 6.
ASSIGNMENT AND SUBLETTING
6.1 Restriction. Sublessee shall not, without the prior written
consent of Sublessor, which may not be unreasonably withheld, assign, transfer,
mortgage, pledge, hypothecate or encumber this Sublease or any interest herein
or sublet the Leased Premises or any part thereof, or permit the use of the
Leased Premises by any party other than Sublessee. Any such assignment or
subletting without such consent by Sublessor shall be void. Any such consent
by Sublessor to any such assignment or subletting shall not release Sublessee
from any of Sublessee's obligations hereunder or be deemed to be a consent to
any subsequent assignment, subletting, occupation or use by another person.
6.2 Consent Subject to Prime Lessor Approval. Sublessor's consent
to any proposed assignment or subletting may be given subject to the further
consent of Prime Lessor.
ARTICLE 7.
INDEMNIFICATION AND EXCULPATION
7.1 Indemnity. Sublessee shall indemnify Sublessor for and hold
Sublessor harmless from and against all costs, expenses (including reasonable
attorneys' fees), fines, suits, claims,
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demands, liabilities and actions resulting from any breach, violation or
nonperformance of any covenant or condition hereof or from the use or occupancy
of the Leased Premises by Sublessee or Sublessee's employees, agents,
contractors, licensees and invitees, including any such costs, expenses, fines,
suits, claims, demands, liabilities and actions which are attributable in whole
or in part to the negligence of Sublessor, its employees, agents, contractors,
licensees or invitees.
7.2 Exculpation. Sublessor shall not be liable to Sublessee or
Sublessee's employees, agents, contractors, licensees or invitees for any
damage to person or property resulting from any act or omission of any visitor
to the Leased Premises except as Sublessor's own negligence may contribute
thereto.
ARTICLE 8.
DEFAULTS AND REMEDIES
8.1 Default by Sublessee; Remedies of Sublessor. In case of any
breach hereof by Sublessee, in addition to all other rights of Sublessor
hereunder or available to Sublessor at law or equity, Sublessor shall have all
the rights against Sublessee as would be available to the Prime Lessor against
Sublessor under the Prime Lease if such breach were by Sublessor thereunder.
If Sublessee defaults in the performance of any of the terms and provisions
hereof and Sublessor places the enforcement of this Sublease in the hands of an
attorney, Sublessee agrees to reimburse Sublessor for all reasonable expenses
incurred by Sublessor as a result thereof including, but not limited to,
reasonable attorneys' fees.
ARTICLE 9.
MISCELLANEOUS
9.1 Amendment. No amendment, modification or alteration of the
terms hereof shall be binding unless the same shall be in writing, dated
subsequent to the date hereof and duly executed by the parties hereto.
9.2 Headings; Interpretation. Descriptive headings are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Sublease. Whenever the context of this Sublease
requires, words used in the singular shall be construed to include the plural
and vice versa and pronouns of whatsoever gender shall be deemed to include and
designate the masculine, feminine or neuter gender.
9.3 Notices. Subject to Article 1.2 hereof, all notices,
consents, requests, instructions, approvals and other communications provided
for herein and all legal process in regard hereto shall be validly given, made
or served, if in writing and delivered personally or sent by United States
certified or registered mail, postage prepaid, return receipt requested, if to:
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Sublessor: Equibond, Inc.
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxx X. Xxxxxx
Sublessee: National Bancshares Corporation of Texas
X.X. Xxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxx
or to such other addresses as any party hereto may, from time to time,
designate in writing delivered in a like manner.
9.4 Successors and Assigns. This Sublease shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns in accordance with the terms of this Sublease.
9.5 Time of the Essence. Time is of the essence in the
performance by Sublessee of its obligations hereunder.
9.6 Remedies Cumulative; Applicable Law. All rights and remedies
of Sublessor under this Sublease shall be cumulative and none shall exclude any
other rights or remedies allowed by law; and this Sublease is declared to be a
Texas contract, and all of the terms thereof shall be construed according to
the laws of the State of Texas.
9.7 Entire Agreement. The terms and provisions of all schedules
and exhibits described herein and attached hereto are hereby made a part hereof
for all purposes. This Sublease constitutes the entire agreement of the
parties with respect to the subject matter hereof, and all prior
correspondence, memoranda, agreements or understandings (written or oral) with
respect hereto are merged into and superseded by this Sublease.
9.8 Authority. Sublessee warrants, represents and covenants that
(a) it is a duly organized and existing legal entity under the laws of the
state in which it is organized, and in good standing in the State of Texas, (b)
it has full right and authority to execute, deliver and perform this Sublease,
(c) the person executing this Sublease on behalf of Sublessee was authorized to
do so, and (d) upon request of Sublessor, Sublessee will deliver to Sublessor
satisfactory evidence of the due authorization, execution and delivery of this
Sublease by Sublessee.
9.9 Severability. If any term or provision of this Sublease, or
the application thereof to any person or circumstance, shall to
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any extent be invalid or unenforceable, the remainder of this Sublease, or the
application of such provision to persons or circumstances other than those as
to which it is invalid or unenforceable, shall not be affected thereby, and
each provision of this Sublease shall be valid and shall be enforceable to the
extent permitted by law.
9.10 No Recording. This Sublease (including any exhibits hereto)
shall not be recorded without the prior written consent of Sublessor.
9.11 Parking. Sublessee shall be entitled to utilize the parking
privileges provided to Sublessor pursuant to Section 5 of the Prime Lease, for
which Sublessee shall reimburse Sublessor monthly, together with the payment of
rentals pursuant to Section 4.3 above, the amount which sublessor is billed
therefor pursuant to the Prime Lease.
9.12 Prime Lessor's Consent Required. Sublessee acknowledges that,
pursuant to the provisions of the Prime Lease, Sublessor is required to obtain
Prime Lessor's written consent to this Sublease, and accordingly, that the
obligations of Sublessor hereunder are expressly subject to Sublessor obtaining
such consent.
9.13 Common Areas. Sublessee shall have the non-exclusive right,
in common with others, to use the common areas in and adjacent to the Leased
Premises pursuant to Section 2 of the Prime Lease.
9.14 Cancellation of Agreement. The agreement entered into as of
March 1, 1995, between National Bancshares Corporation of Texas and Equibond,
Inc. is hereby cancelled as of the date of this Sublease Agreement.
9.15 Security Rent Deposit. Sublessor acknowledges that a
six-month security rent deposit ("Deposit") in the amount of Twenty-One
Thousand and No/100 Dollars ($21,000.00) has been paid by Sublessee to
Sublessor and shall be placed by Sublessor in an interest-bearing account as
security for the payment of rent by Sublessee. Said Deposit, plus all interest
accrued, shall be promptly returned to Sublessee upon the expiration of this
Sublease provided Sublessee has paid all rent due hereunder.
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IN WITNESS WHEREOF, the undersigned Sublessor and Sublessee have
executed this Sublease effective as of the date and year first written above.
SUBLESSOR:
EQUIBOND, INC.
By: /s/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
Title: President
SUBLESSEE:
NATIONAL BANCSHARES CORPORATION
OF TEXAS
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
CONSENTED AND AGREED
this ____ day of ____________, 1996:
PRIME LESSOR
100 WILSHIRE ASSOCIATES
By:_______________________________
Name:_____________________________
Title:____________________________
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