Exhibit 10.10
LICENSE AGREEMENT
THIS AGREEMENT, made as of the 27th day of October, 2005, by and
between X.X. XXXXXXX & CO. LLC, a Delaware limited liability company, having an
office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Licensor"), and
CASTLEWOOD (US) Inc. a Delaware corporation, having an office at 0000 0xx Xxxxxx
X. Xxxxx 000, Xx. Xxxxxxxxxx, XX 00000 ("Licensee").
WITNESETH:
WHEREAS, pursuant to a certain Lease dated as of February 12, 2004
(the "Lease") between WHGA Fifth Avenue Investors, L.P., c/o Walton Street
Capital, LLC, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, as
landlord ("Landlord"), and Licensor, as tenant, Landlord leased to Licensor a
portion of the 26th floor (the "Premises") in the building ("Building") known as
000 Xxxxx Xxxxxx, Xxx Xxxx, XX, as more particularly described in the Lease, on
the terms, covenants and conditions therein set forth; and
WHEREAS, Licensee desires a license (the "License") to use and occupy
certain common and dedicated space at the Premises as described in Exhibit A
attached hereto (the "Licensed Premises") for the period commencing on July 24,
2004 (the "License Effective Date"), and continuing through October 30, 2014
(the "Termination Date"), unless sooner terminated in accordance with the terms
hereof (the "License Period"); and
WHEREAS, Licensor is willing to allow Licensee to use and occupy the
Licensed Premises for the License Period on the terms, covenants and conditions
hereinafter set forth;
NOW, THEREFORE, Licensor and Licensee covenant and agree as follows:
1. Licensor hereby grants to Licensee, and Licensee hereby accepts
from Licensor, a License to use and occupy the Licensed Premises during the
License Period for the uses permitted under the Lease and for no other purpose.
Licensee will have access to the Licensed Premises twenty-four (24) hours a day
and seven (7) days a week. The existing furniture and the telecommunications
equipment in the Licensed Premises, and the receptionist, copy machines, fax
machines, telephones, mail room services, office supplies, information
technology services, and other office functions serving the Premises, shall be
made available to Licensee on a non-exclusive basis (collectively, the "Office
Services"), but Licensor makes no warranties, express or implied, with respect
to any Office Services.
2. Licensee shall use and occupy the Licensed Premises in accordance
with the terms, covenants and conditions of the Lease to be observed by Licensor
thereunder to the extent that the same are appropriate to, and are not
inconsistent with, the provisions of this Agreement.
3. (a) Licensee shall pay to Licensor, in lawful money of the United
States which shall be legal tender in payment of all debts and due, public and
private, a license fee (the "License Fee") at the rate of $4,146 per month, in
advance on the first business day of each
calendar month commencing on the License Effective Date, at the office of
Licensor or such other place as Licensor may designate, without any setoffs or
deductions whatsoever, except that the License Fee shall be pro rated from the
License Effective Date to July 31, 2004.
(b) The License Fee includes an amount of $2,000.00 (the "Initial
Inclusion Amount") which represents Licensee's share of Licensor's costs for
operating expenses, including but not limited to insurance, cleaning services,
tax escalations, and Office Services. Within sixty days after the end of each
anniversary of the License Effective Date, Licensor shall have the right to
adjust the Initial Inclusion Amount to reflect Licensor's costs for the items
referred to in this section(b) calculated in a manner consistent with Licensor's
calculation of the Initial Inclusion Factor.
(c) If any License Fees payable hereunder are not paid within 5 days
after the date due i) Licensee shall pay to Licensor a late charge equal to four
percent (4%) of the amount owed and ii) such License Fees shall bear interest at
the rate of one and one-half percent (1 1/2%) or the maximum rate permitted by
law, whichever is less, from the date due thereof until paid.
4. This Agreement does not and shall not be deemed to constitute a
lease or a conveyance of the Licensed Premises by Licensor to Licensee or to
confer upon Licensee any right, title, estate, or interest in the Licensed
Premises. This Agreement grants to Licensee a personal privilege to use and
occupy the Licensed Premises for the License Period on the terms and conditions
set forth herein. The Licensor represents and warrants to Licensee that the
granting of the License to Licensee, as described in this Agreement, does not
violate any term or provision of the Lease.
5. Licensee shall not assign, transfer or otherwise encumber this
Agreement or the License, nor shall Licensee permit or suffer any other person
or entity to use or occupy all or any part of the Licensed Premises.
6. Either Licensor or Licensee may, at its option with or without
cause, terminate this Agreement upon thirty (30) days prior written notice to
the other party. Upon the expiration or other termination of the License Period,
Licensee shall quit and surrender to Licensor the Licensed Premises, and
Licensee shall remove all of its property located on the Licensed Premises, if
any. Nothing herein contained shall be deemed to permit Licensee to retain
possession of the Licensed Premises after the License Period.
7. Each party shall indemnify and save harmless the other and its
agents against and from (i) any and all claims against the indemnified party of
whatever nature arising from any act, omission or negligence of the indemnifying
party, its contractors, licensees, agents, servants, employees, invitees or
visitors, against the indemnified party arising from any accident, injury or
damage occurring within the Premises or in the Building, where such accident,
injury or damage results or is claimed to have resulted from any act or omission
of the indemnifying party's agents, employees, invitees or visitors; and (ii)
any breach, violation or non-performance of any covenant, condition or agreement
in this Agreement on the part of the indemnifying party to be fulfilled, kept,
observed and performed. The provisions of this paragraph 7 shall survive the
expiration or earlier termination of this Agreement.
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8. Licensor covenants with Licensee to observe all terms, covenants
and conditions of the Lease so long as Licensee is not in default of any of its
obligations hereunder.
9. Licensee shall obtain and maintain all the insurance coverage and
policies required of Licensor pursuant to the Lease with regard to the Licensed
Premises, except that all policies required to name Landlord as additional
insured shall also name Licensor as an insured.
10. Licensee represents that it has made a thorough inspection of the
Licensed Premises and agrees to take same in its condition "as is", as of the
License Effective Date, and Licensor shall have no obligation to alter, improve,
or decorate the Licensed Premises for Licensee's use and occupancy.
11. Licensor and Licensee each represents and warrants to the other
that it has not dealt with any broker in the negotiation of this Agreement.
Licensor and Licensee hereby agree to indemnify and hold each other harmless of
and from any claim of or liability to any other broker, and all expenses related
thereto (including attorneys' fees and disbursements), by reason of the
execution and delivery of this Agreement. The provisions of this paragraph 11
shall survive the expiration or earlier termination of this Agreement.
12. Any notice, demand, request or other communications pursuant to
this Agreement shall be in writing, and given by personal delivery or sent by
registered or certified mail, return receipt requested, postage prepaid, or by
overnight courier, and addressed to Licensor or Licensee, as the case may be.
Any such notice, demand, request or communication shall be deemed to have been
served or given and received by the applicable party for purposes of this
Agreement upon receipt thereof, if given by personal delivery, three (3)
business days after mailing, if given by registered or certified mail, or the
business day after dispatching same, if given by overnight air courier. All
notices, demands, requests or other communication given (i) to Licensor shall be
delivered to the License Premises, Attention Xxxxxxx X. Xxxxxxxx, and (ii) to
Licensee at the Licensed Premises, Attention, Xxxx Xxxx.
13. This Agreement shall be binding upon and inure to the benefit of
the Licensor's and Licensee's successors and assigns and may not be modified
except by a writing signed by the party to be charged.
14. This Agreement shall be construed in all respects and governed by
the laws of the State of New York.
15. This Agreement may be executed in counterparts and all such
counterparts shall constitute one agreement binding on all parties,
notwithstanding that all the parties are not signatories to the same
counterpart.
IN WITNESS WHEREOF, Licensor and Licensee have duly executed this
Agreement as of the date hereinabove set forth.
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X.X. XXXXXXX & CO. LLC
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
-----------------------------------
Name:
---------------------------------
Title:
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CASTLEWOOD (US) Inc.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Executive Vice President
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EXHIBIT A
LICENSED PREMISES
One small office facing 56th Street on north side of 000 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, XX 00000
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