EXHIBIT 10.4
AGREEMENT REGARDING LEASES
THIS AGREEMENT REGARDING LEASES (this "Agreement") is made and entered
into as of the 30th day of June, 2001, by and between EQUIFAX INC., a Georgia
corporation ("Equifax"), and CERTEGY PAYMENT SERVICES, INC. (f/k/a Equifax
Payment Services, Inc.), a Delaware corporation ("Certegy Payment Services").
WITNESSETH:
WHEREAS, Certegy Payment Services is currently a wholly-owned
subsidiary of Equifax;
WHEREAS, Equifax presently intends to transfer and assign to Certegy
Inc., a Georgia corporation ("Certegy"), as a contribution to the capital of
Certegy, the capital stock of Certegy Payment Services and certain related
assets (the "Spin Transaction"); and
WHEREAS, each of Certegy Payment Services and its subsidiaries
(collectively, the "Certegy Payment Services Group"; the persons and entities
composing the Certegy Payment Services Group are herein referred to as "Certegy
Payment Services Group Companies") and Equifax and its subsidiaries other than
those that compose the Certegy Payment Services Group Companies (collectively,
the "Equifax Group""; the persons and entities composing the Equifax Group are
herein referred to as "Equifax Group Companies") have entered into certain Lease
Agreements and Lease Guarantees, and the parties hereto desire to agree upon
certain matters with respect to such Lease Agreements and Lease Guarantees in
connection with the Spin Transaction, as set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00), the foregoing premises and the respective undertakings of the
parties, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Equifax and Certegy Payment Services hereby
agree as follows:
1. Certegy Payment Services Group Leases; Equifax Guarantees.
(a) Certegy Payment Services Group Leases. Certain Certegy
Payment Services Group Companies are currently the "tenants" or "lessees" under
those certain Lease Agreements identified on Exhibit "A" attached hereto and
incorporated herein (the "Certegy Payment Services Group Leases"), and such
Certegy Payment Services Group Companies will continue to be the "tenants" or
"lessees" under their Lease Agreements immediately after the consummation of the
Spin Transaction. The parties intend that the Spin Transaction shall not
constitute an assignment or other transfer under any of the Certegy Payment
Services Group Leases that would require the consent of the "landlord" or
"lessor" thereunder, but, in the event the Spin Transaction is deemed to be such
an assignment or other transfer under any of the Certegy Payment Services Group
Leases, then Equifax and Certegy Payment Services hereby agree to reasonably
cooperate with each other in obtaining any such required consent of the
"landlord" or "lessor" thereunder. Certegy Payment Services shall, and hereby
agrees to,
indemnify, defend and hold Equifax harmless from, against and in respect of any
actions, causes of action, suits, claims, demands, judgments, or proceedings
asserted against, imposed upon or suffered or incurred by Equifax, and from,
against and in respect of any liabilities, damages, losses, costs, expenses
(including counsel fees and expenses and disbursements of counsel), amounts of
judgment, assessments, fines or penalties, and amounts paid in compromise or
settlement, asserted against, imposed upon or suffered or incurred by Equifax,
in connection with or arising out of or by reason of any one or more of the
Certegy Payment Services Group Leases in connection with the Spin Transaction or
otherwise.
(b) Equifax Guarantees. Equifax has entered into lease guarantees (the
"Equifax Guarantees") with respect to the duties, obligations, liabilities, and
responsibilities of the "tenant" or "lessee" under certain of the Certegy
Payment Services Group Leases, as identified on Exhibit "B" attached hereto and
incorporated herein. Certegy Payment Services shall, and hereby agrees to,
indemnify, defend and hold Equifax harmless from, against and in respect of any
actions, causes of action, suits, claims, demands, judgments, or proceedings
asserted against, imposed upon or suffered or incurred by Equifax, and from,
against and in respect of any liabilities, damages, losses, costs, expenses
(including counsel fees and expenses and disbursements of counsel), amounts of
judgment, assessments, fines or penalties, and amounts paid in compromise or
settlement, asserted against, imposed upon or suffered or incurred by Equifax in
connection with or arising out of or by reason of any one or more of the Equifax
Guarantees. Without limiting any of the rights or remedies of Equifax under the
Distribution Agreement (as hereinafter defined) or otherwise, Equifax shall be
subrogated to the right, title, and interest of the "landlord" or "lessor" under
each of the Equifax Guarantees and all rights or remedies of the "landlord" or
"lessor" thereunder to the extent Equifax is required to honor any such Equifax
Guarantees and to the extent permitted under the terms of the applicable Certegy
Payment Services Group Lease.
2. Equifax Group Leases; Subletting; Assignment.
(a) Equifax Group Leases. Certain Equifax Group Companies are
currently the "tenants" or "lessees" under those certain Lease Agreements
identified on Exhibit "C" attached hereto and incorporated herein (the "Equifax
Group Leases"), and all or a portion of the premises under each of such Equifax
Group Leases are currently occupied by one or more Certegy Payment Services
Group Companies. The parties desire that portions of the premises under certain
Equifax Group Leases be sublet, and that certain of the Equifax Group Leases be
assigned, to the Certegy Payment Services Group Company currently occupying all
or a portion of the premises thereunder, as set forth in subparagraphs (b) and
(c), below.
(b) Subletting. Certegy Payment Services Group Companies currently
occupy all or a portion of the premises under each of the Equifax Group Leases
identified as "to be sublet" on Exhibit "C" hereto, which occupied portion of
each such premises is more particularly described on said Exhibit "C". Each of
the Equifax Group Companies that is the "tenant" or "lessee" under each such
Equifax Group Lease (each as a "Sublandlord" hereunder) does hereby sublease to
the Certegy Payment Services Company identified on said Exhibit "C" as the
"Subtenant" with respect to such Equifax Group Lease, and each such Subtenant
does hereby sublease from its respective Sublandlord, for the term and on the
terms and conditions
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hereinafter provided in Exhibit "D" attached hereto and incorporated herein,
such portion of the premises under such Equifax Group Lease as is more
particularly described in said Exhibit "C", and herein referred to, as the
"Sublet Premises". For purposes of Exhibit "D" and this Agreement, and with
respect to each such Equifax Group Lease, the term "Total Premises" means the
entire "premises" under such Equifax Group Lease. In the event any such
subletting requires the consent of the "landlord" or "lessor" under the
applicable Equifax Group Lease, then the respective Sublandlord and Subtenant
hereby agree to reasonably cooperate with each other in obtaining any such
required consent. All statements, covenants, agreements, representations and
warranties, if any, made herein (including, without limitation, in Exhibit "D"
hereto) by each Sublandlord shall be deemed to be made by such party only with
respect to itself or to the Equifax Group Lease or Sublet Premises of such
party, as the case may be, and shall not be deemed to be made by such party with
respect to any other Sublandlord or to any other Equifax Group Lease or Sublet
Premises, and each Sublandlord shall have liability and responsibility under
this Agreement with respect to such subletting only in respect of the Sublet
Premises of that Sublandlord and shall have no liability or responsibility in
respect of any other Sublet Premises.
(c) Assignment. Certegy Payment Services Group Companies currently
occupy all or a portion of the premises under each of the Equifax Group Leases
identified as "to be assigned" on Exhibit "C" hereto. Each of the Equifax Group
Companies that is the "tenant" or "lessee" under each such Equifax Group Lease
(each as an "Assignor" hereunder) does hereby assign all of its right, title,
and interest in and to its respective Equifax Group Lease to the Certegy Payment
Services Company identified on said Exhibit "C" as the "Assignee" with respect
to such Equifax Group Lease, and each such Assignee does hereby assume all of
the obligations, duties, responsibilities, and liabilities of the "tenant" or
"lessee" under such Equifax Group Lease with respect to periods of time from and
after the date of this Agreement, pursuant to and in accordance with the terms
and conditions hereinafter provided in Exhibit "E" attached hereto and
incorporated herein. In the event any such assignment requires the consent of
the "landlord" or "lessor" under the applicable Equifax Group Lease, then the
respective Assignor and Assignee hereby agree to reasonably cooperate with each
other in obtaining any such required consent. All statements, covenants,
agreements, representations and warranties, if any, made herein (including,
without limitation, in Exhibit "E" hereto) by each Assignor shall be deemed to
be made by such party only with respect to itself or to the Equifax Group Lease
of such party, as the case may be, and shall not be deemed to be made by such
party with respect to any other Assignor or to any other Equifax Group Lease,
and each Assignor shall have liability and responsibility under this Agreement
with respect to such assignment only in respect of the Equifax Group Lease of
that Assignor and shall have no liability or responsibility in respect of any
other Equifax Group Lease.
3. Distribution Agreement.
(a) Compliance. Certegy Payment Services shall comply with, abide by
and perform all of the terms, covenants, conditions, agreements, requirements,
restrictions and provisions of Section 2.08 of the Distribution Agreement (as
hereinafter defined) as to the Certegy Payment Services Group Leases and the
Equifax Guarantees and with respect to each Sublet Premises and the subleasing
and assignments set forth in this Agreement. The term
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"Distribution Agreement" means that certain Distribution Agreement dated as of
the date of this Agreement executed by and between Equifax and Certegy in
connection with the Spin Transaction.
(b) Dispute Resolution. Any disputes arising under this Agreement, and
any liability of either party with respect to the attorneys' fees or costs
incurred by the other party with respect to such dispute, shall be resolved in
accordance with Section 15.10 of the Distribution Agreement in the same manner
and with the same effect as if said Section were set forth in full and at length
herein and as if Certegy Payment Services and each Sublandlord and Assignee
hereunder were the parties thereto other than Equifax, and as if Equifax and
each Sublandlord and Assignor hereunder were the parties thereto other than
Certegy, and said Section is hereby incorporated herein.
4. Further Assurances. From time to time after the date hereof, each
of Equifax and Certegy Payment Services, and any Sublandlord, Subtenant,
Assignor, and Assignee, shall, upon written request, do all such additional and
further acts, and shall execute and deliver all such additional and further
assignments, subleases, and other instruments and documents, as any other party
hereto may reasonably require to effectuate the terms and conditions of this
Agreement.
5. General Provisions.
(a) Notices. Whenever any notice, demand or request is required or
permitted to be given by one party hereto to the other party under this
Agreement, such notice, demand or request shall be in writing and shall be
delivered by hand, be sent by registered or certified mail, postage prepaid,
return receipt requested, or be sent by nationally recognized commercial courier
for next business day delivery, to the addresses set forth below such party's
respective execution hereof, or to such other addresses as are specified by
written notice given in accordance herewith. All notices, demands or requests
delivered by hand shall be deemed given upon the date so delivered; those given
by mailing as hereinabove provided shall be deemed given on the date of deposit
in the United States Mail; and those given by commercial courier as hereinabove
provided shall be deemed given on the date of deposit with the commercial
courier. Nonetheless, the time period, if any, in which a response to any
notice, demand or request must be given shall commence to run from the date of
receipt of the notice, demand or request by the addressee thereof. Any notice,
demand or request not received because of changed address of which no notice was
given as hereinabove provided or because of refusal to accept delivery shall be
deemed received by the party to whom addressed on the date of hand delivery, on
the first business day after deposit with commercial courier, or on the third
business day following deposit in the United States Mail, as the case may be.
(b) Headings. The use of headings, captions and numbers in this
Agreement is solely for the convenience of identifying and indexing the various
provisions in this Agreement and shall in no event be considered otherwise in
construing or interpreting any provision in this Agreement.
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(c) Exhibits. Each and every exhibit referred to or otherwise
mentioned in this Agreement is attached to this Agreement and is and shall be
construed to be made a part of this Agreement by such reference or other mention
at each point at which such reference or other mention occurs, in the same
manner and with the same effect as if each exhibit were set forth in full and at
length every time it is referred to or otherwise mentioned.
(d) Defined Terms. Capitalized terms used in this Agreement shall have
the meanings ascribed to them at the point where first defined, irrespective of
where their use occurs, with the same effect as if the definitions of such terms
were set forth in full and at length every time such terms are used.
(e) Pronouns. Wherever appropriate in this Agreement, personal
pronouns shall be deemed to include the other genders and the singular to
include the plural.
(f) Severability. If any term, covenant, condition or provision of
this Agreement, or the application thereof to any person or circumstance, shall
ever be held to be invalid or unenforceable, then in each such event the
remainder of this Agreement or the application of such term, covenant, condition
or provision to any other person or any other circumstance (other than those as
to which it shall be invalid or unenforceable) shall not be thereby affected,
and each term, covenant, condition and provision hereof shall remain valid and
enforceable to the fullest extent permitted by law.
(g) Non-Waiver. Failure by any party to complain of any action, non-
action or breach of any other party shall not constitute a waiver of any
aggrieved party's rights hereunder. Waiver by any party of any right arising
from any breach of any other party shall not constitute a waiver of any other
right arising from a subsequent breach of the same obligation or for any other
default, past, present or future.
(h) Rights Cumulative. All rights, remedies, powers and privileges
conferred under this Agreement on the parties shall be cumulative of and in
addition to, but not restrictive of or in lieu of, those conferred by law or at
equity.
(i) Time of Essence. Time is of the essence of this Agreement.
(j) Applicable Law. This Agreement shall be governed by, construed
under and interpreted and enforced in accordance with the laws of the State of
Georgia.
(k) Entire Agreement; Modification. This Agreement supersedes all
prior discussions and agreements between Equifax and Certegy Payment Services,
and any Sublandlord. Subtenant, Assignor, or Assignee, with respect to the
Certegy Payment Services Group Leases, the Equifax Group Leases, the Equifax
Guarantees, the subletting and assigning hereunder and other matters expressly
set forth herein, and this Agreement contains the sole and entire understanding
between Equifax and Certegy Payment Services, and the Sublandlords, Subtenants,
Assignors, and Assignees, with respect thereto. This Agreement shall not be
modified or amended except by an instrument in writing executed by or on behalf
of Equifax and
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Certegy Payment Services; provided, however, that if any such modification or
amendment affects any subletting described in Section 2(b), above, or any
assignment described in Section 2(c), then the Sublandlord and Subtenant or the
Assignor and Assignee, as the case may be, shall also be a party to such
modification or amendment instrument.
(l) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all of such
counterparts together shall constitute one and the same instrument.
(m) Authority. Each party hereto warrants and represents that such
party has full and complete authority to enter into this Agreement and each
person executing this Agreement on behalf of a party warrants and represents
that he has been fully authorized to execute this Agreement on behalf of such
party and that such party is bound by the signature of such representative.
(n) No Construction Against Preparer. No provision of this Agreement
shall be construed against or interpreted to the disadvantage of any party by
any court or other governmental or judicial authority by reason of such party's
having or being deemed to have prepared or imposed such provision.
(o) Successors and Assigns. This Agreement shall bind and benefit the
successors and assigns of the parties with the same effect as if mentioned in
each instance where a party hereto is named or referred to.
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IN WITNESS WHEREOF, Equifax and Certegy Payment Services have caused
their duly authorized representatives to execute, seal and deliver this
Agreement Regarding Leases, all as of the day and year first written above.
EQUIFAX:
Equifax Inc., a Georgia corporation
Date executed: June 30, 2001 By: /s/ Xxxx X. Xxxx
------------------------------------
Name: Xxxx X. Xxxx
Title: Corporate Vice President,
General Counsel and Secretary
[CORPORATE SEAL]
Initial Address for Notices:
Equifax Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, CFO
with a copy to:
Equifax Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxx, General Counsel
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CERTEGY PAYMENT SERVICES:
Certegy Payment Services, Inc.,
a Delaware corporation
Date executed: June 30, 2001 By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Corporate Vice President,
General Counsel and Secretary
[CORPORATE SEAL]
Initial Address for Notices:
Certegy Payment Services, Inc.
c/o Certegy Inc.
X.X. Xxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, CFO
with a copy to:
Certegy Payment Services, Inc.
c/o Certegy Inc.
00000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx, General Counsel
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Agreement and Acknowledgment of Sublandlords and Subtenants:
Each of the following parties hereby agree to the terms and provisions
of the foregoing Agreement Regarding Leases, and is hereby made a party thereto,
solely with respect to the subleasing of the Sublet Premises with respect to
which such party is Sublandlord or Subtenant pursuant to Section 2(b) of the
foregoing Agreement Regarding Leases.
SUBLANDLORDS: SUBTENANTS:
------------- -----------
Equifax Information Services, LLC (f/k/a
Equifax Credit Information Services, Inc.) Certegy Inc.
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------- -----------------------------------
Name: Xxxx X. Xxxx Name: Xxxxx X. Xxxxxxxx
Title: Corporate Vice President Title: Corporate Vice President,
General Counsel and General Counsel and
Secretary Secretary
Counsel and Secretary
[CORPORATE SEAL] [CORPORATE SEAL]
Equifax Knowledge Engineering, Inc.
(f/k/a Market Knowledge, Inc.) Certegy Inc.
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------- -----------------------------------
Name: Xxxx X. Xxxx Name: Xxxxx X. Xxxxxxxx
Title: Corporate Vice President, Title: Corporate Vice President,
General Counsel and General Counsel and
Secretary Secretary
[CORPORATE SEAL] [CORPORATE SEAL]
Initial Address for Notices for each Sublandlord
[Name of Sublandlord]
c/o Equifax Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, CFO
with a copy to:
[Name of Sublandlord]
c/o Equifax Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxx, General Counsel
Initial Address for Notices for each Subtenant
Certegy Inc.
X.X. Xxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, CFO
with a copy to:
Certegy Inc.
00000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx, General Counsel
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Agreement and Acknowledgment of Assignors and Assignees:
Each of the following parties hereby agree to the terms and provisions
of the foregoing Agreement Regarding Leases, and is hereby made a party thereto,
solely with respect to the assignment of the Equifax Group Lease with respect to
which such party is Assignor or Assignee pursuant to Section 2(c) of the
foregoing Agreement Regarding Leases.
Counsel and Secretary
ASSIGNORS: ASSIGNEES:
---------- ----------
Equifax Inc. Certegy Inc.
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------- -----------------------------------
Name: Xxxx X. Xxxx Name: Xxxxx X. Xxxxxxxx
Title: Corporate Vice President, Title: Corporate Vice President,
General Counsel and General Counsel and
Secretary Secretary
[CORPORATE SEAL] [CORPORATE SEAL]
Equifax Information Services, LLC (f/k/a
Equifax Credit Information Services, Inc.) Certegy Inc.
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------- -----------------------------------
Name: Xxxx X. Xxxx Name: Xxxxx X. Xxxxxxxx
Title: Corporate Vice President, Title: Corporate Vice President,
General Counsel and General Counsel and
Secretary Secretary
[CORPORATE SEAL] [CORPORATE SEAL]
Initial Address for for Notices for each Assignee:
[Name of Assignor]
c/o Equifax Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, CFO
with a copy to:
[Name of Assignor]
c/o Equifax Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxx, General Counsel
Initial Address for Notices for each Assignee:
Certegy Inc.
X.X. Xxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, CFO
with a copy to:
Certegy Inc.
00000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx, General Counsel
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EXHIBIT "A"
SCHEDULE OF CERTEGY PAYMENT SERVICES GROUP LEASES
Premises Expiration
Tenant Premises Location Size (RSF) Date
-------------------------- ------------------------------------------ ---------- --------------
Transax Australia PLC 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 5,500 09/30/2003
Transax Australia PLC 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxx 8,622 04/03/2002
Transax Australia PLC 00 X'Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 1,647 12/31/2002
Certegy Ltda. (f/k/a Xx. Xxxxxxx Xxxxxx 0000, Xxxx Xxxx, Xxxxxx 46,482 09/30/2005
Xxxxxx Soluces ern Meios
de Pagamento Ltda.)
Certegy Ltda. (f/k/a Xx. Xxxxx Xxxxxx Xxxxx 000, Sao Paulo, 31,041 06/24/2002
Xxxxxx Soluces ern Meios Brazil
de Pagamento Ltda.)
Transax Financial Franklin Tower, Paris, France 4,865 12/31/2006
Services, Ltd.
Transax PLC The National Bank Centre, Tower II, 6,180 12/31/2002
Xxxxx 00, Xxxxxxxx, Xxx Xxxxxxx
Certegy First Bankcard The Pavilion at Lake Xxxxx, Atlanta, 50,063 04/30/2002
Systems, Inc. (f/k/a First Georgia
Bankcard Systems, Inc.)
Certegy Payment Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx 0, 00 000 00/00/0000
Services, Inc. (f/k/a Sundial Circle, Carefree, Arizona
Equifax Payment
Services, Inc.)
Certegy Payment 000 Xxxxx 0000 Xxxx, Xxxx Xxxx Xxxx, Xxxx 24,605 06/30/2004
Services, Inc. (f/k/a
Equifax Payment
Services, Inc.)
Goldleaf Technologies 000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxx 2,000 02/28/2002
Goldleaf Technologies 000 X. Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 2,500 month-to-month
Goldleaf Technologies 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxx 1,400 month-to-month
Goldleaf Technologies 000 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxx 500 month-to-month
Goldleaf Technologies 000 X. Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 100 month-to-month
Exhibit "A"
(Page 1 of 1)
EXHIBIT "B"
SCHEDULE OF CERTEGY PAYMENT SERVICES GROUP LEASES
HAVING AN EQUIFAX INC. LEASE GUARANTEE
Premises Expiration
Tenant Landlord Premises Location Size (RSF) Date
----------------------- ------------------ ------------------------------ ---------- ----------
Certegy First Bankcard Pavilion Partners, The Pavilion at Lake Xxxxx, 50,063 04/30/2002
Systems, Inc. (f/k/a L.P. Atlanta, Georgia
First Bankcard Systems,
Inc.)
Exhibit "B"
(Page 1 of 1)
EXHIBIT "C"
SCHEDULE OF EQUIFAX GROUP LEASES
TO BE SUBLET AND ASSIGNED
EQUIFAX GROUP LEASES TO BE SUBLET
Premises Expiration
Tenant Subtenant Premises Location Size (RSF) Date
----------------------- ------------------ ------------------------------ ---------- ----------
Equifax Information Certegy Inc. Brea, California 1,335 04/30/03
Services, LLC (f/k/a
Equifex Credit
Information Services,
Inc.)
Equifax Knowledge Certegy Inc. 000 Xxxx 00xx Xxxxxx, Xxxxxxx, 27,484 05/31/05
Engineering, Inc. Illinois
(f/k/a Market
Knowledge, Inc.)
EQUIFAX GROUP LEASES TO BE ASSIGNED
Premises Expiration
Tenant Assignee Premises Location Size (RSF) Date
----------------------- ------------------ ------------------------------ ---------- ----------
Equifax Information Certegy Inc. 0000 Xxxx Xxxxxxxx Xxxxxxx, 1,335 07/31/02
Services, LLC (f/k/a Brea, California
Equifax Credit
Information Services,
Inc.)
Equifax Inc. Certegy Inc. 100, 102, 104 West Main 8,000 00/00/00
Xxxxxx, Xxxxxx, Xxxxxxx
Exhibit "C"
(Page 1 of 1)
EXHIBIT "D"
SUBLEASE TERMS AND CONDITIONS
1. Specifications. Sublandlord hereby subleases to Subtenant, and
Subtenant hereby hires from Sublandlord, the Sublet Premises, upon and subject
to the terms and conditions herein set forth, in its "as is" condition existing
on the date possession is delivered to Subtenant, without requiring any
alterations, improvements, repairs or decorations to be made by Sublandlord, or
at Sublandlord's expense, either at the time possession is given to Subtenant or
during the entire term of this Sublease, or any extension thereof. In connection
therewith, Subtenant represents that it has thoroughly examined the Sublet
Premises and the Total Premises and building of which it is a part.
2. Term. The term of this Sublease shall commence on JULY 1, 2001
(hereinafter referred to as "Commencement Date") and shall end on the day
immediately preceding the day of the expiration of the term of the Lease
Agreement demising the Total Premises to Sublandlord (such day on which the term
of this Sublease expires is hereinafter referred to as "Expiration Date"; such
Lease Agreement is hereinafter referred to as the "Xxxxxxxxx"), or on such
earlier date upon which said term may expire or be terminated pursuant to any of
the conditions or limitations or other provisions of this Sublease, the
Xxxxxxxxx or pursuant to law.
3. Rent. Subtenant agrees to pay to Sublandlord, as rent under this
Sublease, all base rent, additional rent, and any other charges or fees
whatsoever payable by Sublandlord under the Xxxxxxxxx in respect of the Sublet
Premises; and, without limiting the generality of the foregoing, Subtenant shall
pay to Sublandlord, as additional rent under this Sublease, all charges for any
additional services provided to Subtenant or the Sublet Premises, including,
without limitation, charges and fees for after-hours heating and
air-conditioning services. Subtenant's obligation to pay rent shall survive the
termination of this Sublease or the expiration of the term hereof. The base
rent, additional rent, and any other rent, charges, or fees payable hereunder
shall be paid to Sublandlord at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000,
Attention: Accounting - Rent Payment, or at such other place as Sublandlord may
designate in writing, in lawful money of the United States of America without
notice or demand therefor and without any deduction, setoff or abatement
whatever.
4. Terms of Xxxxxxxxx.
(a) All of the terms, covenants, conditions, agreements, requirements,
restrictions and provisions of the Xxxxxxxxx required to be performed or
complied with by Sublandlord, as "tenant" or "lessee" under the Xxxxxxxxx, are
incorporated herein by reference as terms, covenants, conditions, agreements,
requirements, restrictions and provisions of this Sublease to be performed and
complied with by Subtenant for the benefit of both Sublandlord and the
"landlord" or "lessor" under the Xxxxxxxxx ("Lessor"), and Subtenant hereby
expressly assumes the same for the benefit of both Sublandlord and Lessor; and
all duties, obligations, liabilities and responsibilities of Sublandlord, as
"tenant" or "lessee" under the Xxxxxxxxx, in respect of the Sublet Premises
shall be duties, obligations, liabilities and responsibilities of Subtenant to
Sublandlord and Lessor. Sublandlord shall have all of the rights of Lessor under
the Xxxxxxxxx as against Subtenant.
(b) Subtenant acknowledges that the expiration or any earlier
termination of the Xxxxxxxxx as to the Sublet Premises shall automatically
extinguish and terminate this Sublease.
Exhibit "D"
(Page 1 of 4)
(c) Without limiting the generality of subparagraph (a), above,
Subtenant shall obtain and maintain all insurance types and coverages, and
waiver of subrogation endorsements from its insurer, as specified in the
Xxxxxxxxx to be obtained and maintained by Sublandlord, as "tenant" or "lessee"
under the Xxxxxxxxx, in amounts not less than those specified in the Xxxxxxxxx.
All policies of insurance obtained by Subtenant shall name Lessor and
Sublandlord as additional insureds thereon in accordance with the Xxxxxxxxx, and
all endorsements waiving the right of subrogation of Subtenant's insurers shall
benefit Lessor and Sublandlord. Subtenant's insurance shall be primary over
Lessor's and Subiandlord's insurance. Subtenant will deliver to Sublandlord and
Lessor annually certificates reflecting that Subtenant has obtained and is
maintaining the required insurance coverages in the appropriate amounts.
(d) Notwithstanding anything in this Sublease to the contrary,
Subtenant expressly acknowledges and agrees that Sublandlord shall not have any
liability or responsibility of any kind or nature whatsoever for any act or
omission of Lessor, or for any failure by Lessor to perform and comply with its
duties, obligations, liabilities and responsibilities under the Xxxxxxxxx; and,
without limiting the generality of the foregoing, Sublandlord shall not be
obligated to furnish for Subtenant any services of any nature whatsoever,
including, without limitation, the furnishing of heat, electrical energy, air
conditioning, elevator service, cleaning, window washing, or rubbish removal
services.
(e) Subtenant represents and warrants that it has reviewed the
Xxxxxxxxx, and that it is familiar with the contents thereof.
(f) Subtenant covenants and agrees that Subtenant will not do anything
that would constitute a default under the Xxxxxxxxx or omit to do anything,
which Subtenant is obligated to do under the terms of this Sublease and which
would constitute a default under the Xxxxxxxxx.
(g) Subtenant shall, and hereby agrees to, indemnify, defend and hold
Sublandlord harmless from, against and in respect of any actions, causes of
action, suits, claims, demands, judgments, or proceedings asserted against,
imposed upon or suffered or incurred by Sublandlord, and from, against and in
respect of any liabilities, damages, losses, costs, expenses (including counsel
fees and expenses and disbursements of counsel), amounts of judgment,
assessments, fines or penalties, and amounts paid in compromise or settlement,
asserted against, imposed upon or suffered or incurred by Sublandlord, by reason
of any failure by Subtenant to perform and comply with, fully and completely,
the terms, covenants, conditions, agreements, requirements, restrictions and
provisions of the Xxxxxxxxx in respect of the Sublet Premises and the use and
occupancy thereof, or the duties, obligations, liabilities and responsibilities
under the Xxxxxxxxx in respect of the Sublet Premises and the use and occupancy
thereof.
(h) The terms, covenants, conditions, agreements, requirements,
restrictions and provisions of this Sublease are cumulative of and in addition
to the terms, covenants, conditions, agreements, requirements, restrictions and
provisions of the Xxxxxxxxx.
5. Alterations to Sublet Premises.
(a) Subtenant shall not make any alteration, improvement, decoration,
or installation (hereinafter referred to as "Alterations") in or to the Sublet
Premises, without in each instance obtaining the prior written consent of both
Lessor and Sublandlord. If any Alterations are made without consent, Lessor or
Sublandlord may remove the same, and may correct, repair and restore the Sublet
Premises and any damage arising from such removal, and Subtenant shall be liable
for any and all costs and expenses incurred by Lessor or Sublandlord in the
performance of this work.
Exhibit "D"
(Page 2 of 4)
(b) Subtenant may have any Alterations performed by contractors of its
own choice, at its expense, provided that Subtenant has obtained written
approval of the contractor by Lessor and Sublandlord. The design of all
Alterations undertaken by Subtenant shall be subject to prior written approval
of Lessor and Sublandlord, and no Alterations shall be commenced until such
approval is obtained. With reasonable notice to Subtenant, Lessor and
Sublandlord shall at all times have the right to inspect the work performed by
any contractor selected by Subtenant during normal business hours.
(c) Prior to the Expiration Date, or upon any earlier termination of
this Sublease, Subtenant, at the request of Sublandlord or Lessor, shall remove
all Alterations, repair all damage resulting from such removal and restore the
Sublet Premises to the condition as of the date possession was delivered to
Subtenant. If Subtenant fails or refuses to remove such Alterations, or fails to
correct, repair and restore the Sublet Premises, Lessor or Sublandlord may cause
the same to be removed, and repairs and restoration to be made, in which event
Subtenant shall reimburse to the party who caused said Alterations to be removed
and repairs made, the cost of such removal, repairs and restoration, together
with any and all damages which Lessor or Sublandlord may suffer and sustain by
reason of Subtenant's failure or refusal to remove said Alterations.
(d) Subtenant, at its sole cost and expense, shall be responsible for:
(i) the construction and installation of complete demising walls to separate the
Sublet Premises from the remainder of the Total Premises, if any, if desired by
Subtenant or required by Lessor or under any applicable law; (ii) the alteration
or modification of any of the building systems rendered necessary by reason of
the demise of the Sublet Premises (including all modifications necessary or
desirable to provide service to the Sublet Premises and "zoning" modifications
outside the Sublet Premises rendered necessary or desirable by reason of the
demise of the Sublet Premises); and (iii) for the construction and installation
of the complete demising walls for any newly created common areas on the floor
on which the Sublet Premises are located, the creation of which is necessitated
by the demise of the Sublet Premises.
6. Subtenant's Personal Property. On the Expiration Date or upon the
expiration or earlier termination of this Sublease, Subtenant shall remove all
of its furniture, furnishings and equipment, shall repair all damage resulting
from such removal or its use of the Sublet Premises, and shall surrender the
Sublet Premises, as so required, in good condition, subject only to reasonable
wear and tear and to damage, if any, by fire or other casualty. The obligations
of Subtenant as herein provided shall survive the termination of this Sublease.
7. Assignment and Sublease. Subtenant shall not assign, mortgage,
pledge or otherwise encumber this Sublease, or sublet the Sublet Premises or any
part thereof, without the prior written consent of Sublandlord and Lessor in
each instance.
8. Brokers. Sublandlord and Subtenant each represent and warrant, one
to another, that neither of them has employed any broker in carrying on the
negotiations, or had any dealings with any broker, relating to this Sublease.
Sublandlord shall indemnify and hold harmless Subtenant, and Subtenant shall
indemnify and hold harmless Sublandlord, from and against any claim or claims
for brokerage or other commission(s) arising from or out of any breach of the
foregoing representations and warranties by the respective indemnitors.
9. Entire Agreement. This Sublease contains all of the covenants,
agreements, terms, provisions, conditions, warranties and understandings
relating to the leasing of the Sublet Premises and Sublandlord's obligations in
connection therewith, and neither Sublandlord nor any agent or representative of
Sublandlord has made or is making, and Subtenant in executing and delivering
this
Exhibit "D"
(Page 3 of 4)
Sublease is not relying upon, any warranties, representations, promises or
statements whatsoever, except to the extent expressly set forth in this
Sublease. All understandings and agreements, if any, heretofore had between the
parties with respect to subletting the Sublet Premises are merged in this
Sublease, which alone fully and completely expresses the agreement of the
parties with respect thereto. The failure of Sublandlord to insist in any
instance upon the strict keeping, observance or performance of any covenant,
agreement, term, provision or condition of this Sublease or to exercise any
election herein contained shall not be construed as a waiver or relinquishment
for the future of such covenant, agreement, term, provision, condition or
election, but the same shall continue and remain in full force and effect. No
waiver or modification of any covenant, agreement, term, provision or condition
of this Sublease shall be deemed to have been made unless expressed in writing
and signed by Sublandlord and Subtenant. No surrender of possession of the
Sublet Premises or of any part thereof or of any remainder of the term of this
Sublease shall release Subtenant from any of its obligations hereunder unless
accepted by Sublandlord in writing. The receipt and retention by Sublandlord of
base rent or additional rent from anyone other than Subtenant shall not be
deemed a waiver of the breach by Subtenant of any covenant, agreement, term or
provision of this Sublease, or as the acceptance of such other person as a
tenant, or as a release of Subtenant from the further keeping, observance or
performance by Subtenant of the covenants, agreements, terms, provisions and
conditions herein contained. The receipt and retention by Sublandlord of base
rent or additional rent shall not be deemed a waiver of any breach hereof.
Exhibit "D"
(Page 4 of 4)
EXHIBIT "E"
ASSIGNMENT TERMS AND CONDITIONS
FOR VALUE RECEIVED, Assignor and Assignee hereby agree as follows, to be
effective as of JULY 1, 2001 (for purposes of this Exhibit "E", the "Effective
Date"):
1. Assignment. Assignor does hereby sell, convey, transfer and assign to
Assignee all of the right, title and interest of Assignee in, to and under that
certain Lease Agreement with respect to which Assignor and Assignee are the
"assignor" and "assignee" as set forth in and pursuant to SECTION 2(C) of the
foregoing Agreement Regarding Leases (the "Lease Agreement").
2. Assumption. Assignee hereby assumes and agrees to comply with and
perform all of the duties, obligations, responsibilities, and liabilities of the
"tenant" or "lessee" under the Lease Agreement with respect to time periods from
and after the Effective Date.
3. Representations and Warranties; Indemnities.
(a) Assignor represents and warrants as follows with respect to the Lease
Agreement: Assignor is the true and lawful owner of all of the right, title and
interest of the "tenant" or "lessee" or "tenant" in, to and under the Lease
Agreement, free and clear of all claims, liens and encumbrances of any kind or
nature whatsoever; the Lease Agreement is presently in full force and effect,
and is the entire agreement between Assignor and the "landlord" or "lessor"
thereunder; and Assignor has performed and complied with, in all material
respects, all of the duties, obligations, responsibilities, and liabilities of
the "tenant" or "lessee" under the Lease Agreement required by the Lease
Agreement to have been performed or complied with prior to the Effective Date.
(b) Assignor shall, and hereby agrees to, indemnify, defend and hold
Assignee harmless from, against and in respect of any actions, causes of action,
suits, claims, demands, judgments, or proceedings asserted against, imposed upon
or suffered or incurred by Assignee, and from, against and in respect of any
liabilities, damages, losses, costs, expenses (including counsel fees and
expenses and disbursements of counsel), amounts of judgment, assessments, fines
or penalties, and amounts paid in compromise or settlement, asserted against,
imposed upon or suffered or incurred by Assignee, by reason of any failure by
Assignor to perform and comply with, fully and completely, the duties,
obligations, responsibilities, and liabilities of the Lease Agreement required
by the Lease Agreement to be performed and complied with by the "tenant" or
lessee" thereunder prior to the Effective Date.
(c) Assignee shall, and hereby agrees to, indemnify, defend and hold
Assignor harmless from, against and in respect of any actions, causes of action,
suits, claims, demands, judgments, or proceedings asserted against, imposed upon
or suffered or incurred by Assignor, and from, against and in respect of any
liabilities, damages, losses, costs, expenses (including counsel fees and
expenses and disbursements of counsel), amounts of judgment, assessments, fines
or penalties, and amounts paid in compromise or settlement, asserted against,
imposed upon or suffered or incurred by Assignor, by reason of any failure by
Assignee to perform and comply with, fully and completely, the duties,
obligations, responsibilities, and liabilities to be performed and complied with
by the "tenant" or lessee" under the Lease Agreement from and after the
Effective Date.
Exhibit "E"
(Page 1 of 1)
