SUBLEASE AGREEMENT
BETWEEN
VANITY FAIR INTIMATES, INC., SUBLANDLORD
AND
PROMO TEL, INC., SUBTENANT
THIS SUBLEASE, made as of the 16 day of October, 1996, between Vanity Fair
Intimates, Inc., a New York corporation, having an office at 0-0 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx (hereinafter referred to as "Sublandlord") and Promo
Tel, Inc., a Nevada corporation, having an office at 000 Xxxxx Xxx, Xxxxx 000,
XX, XX (hereinafter referred to as "Subtenant").
W I T N E S S E T H:
WHEREAS:
A. By lease, dated May 15, 0000 (xxx "0xx Xxxxx Lease") and May 19, 0000
(xxx "0xx Xxxxx Lease"; collectively with the 5th Floor Lease, the "Lease"),
0-00 Xxxx 00xx Xxxxxx Corp., by its agent, Time Equities, Inc. ("Landlord")
leased to Sublandlord certain space in the building known as 0-00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx; and
B. Sublandlord and Subtenant desire to consummate a subleasing of certain
space so leased to Sublandlord in 0-00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx on
the terms and conditions contained in this Sublease.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, it is hereby agreed as follows:
1. Premises. Sublandlord hereby subleases to Subtenant the entire fourth
and fifth floors in the building (the "Building") located at and known as 0-00
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, more specifically referred to on the floor
plans attached hereto as Exhibit A (hereinafter referred to as the "Premises").
The Premises shall be delivered to Subtenant in broom-clean condition.
2. Term. The term of this Sublease shall commence on the later to occur of
(i) the date that both the entire fourth and fifth floors of the Building are
available for the occupancy of Subtenant or (ii) the day following the receipt
of Landlord's written consent to this Sublease pursuant to Paragraph 6 hereof
(the "Commencement Date") and shall expire on March 28, 2001 (the "Expiration
Date"), subject to rights of earlier termination as specifically set forth
herein.
3. Fixed Rent. Notwithstanding the determination of the Commencement Date
pursuant to Article 2 hereof, payment of the fixed rent (the "Fixed Rent") for
the Premises during the term of this Sublease shall commence on July 1, 1997,
with respect to the fourth floor of the Building (i.e., one-half of the Fixed
Rent payable under the schedule set forth below), and September 1, 1997, with
respect to the fifth floor of the Building (i.e., one half of the Fixed Rent
payable under the schedule set forth below); (the "Rent Commencement Dates"),
and end on the Expiration Date, to be paid by Subtenant to Sublandlord, at
Sublandlord's office (or such
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other location as Sublandlord shall designate) in lawful money of the United
States, on the first day of each month following the respective Rent
Commencement Dates during the Sublease term, without notice or demand or any
set-off, off-set, abatement or reduction in the amounts and manner set forth
below:
Rent Commencement Date at the rate of $290,000.00
February 28, 1998 per annum payable in monthly
installments of $24,166.67
March 1, 1998 - $297,250.00
February 28, 1999 per annum payable in monthly
installments of $24,770.83
March 1, 1999 - $304,681.25
February 29, 2000 per annum payable in monthly
installments of $25,390.10
March 1, 2000 - $312,298.28
February 28, 2001 per annum payable in monthly
installments of $26,024.86
March 1, 2001 - $320,105.74
March 28, 2001 per annum payable in a monthly
installments of $26,675.48
Notwithstanding the foregoing, in the event of (i) damage to the Premises
by fire or other casualty or (ii) condemnation of the Premises, the rent payable
under this Sublease shall be reduced by the same proportionate amount and in the
same manner that the rent payable by Sublandlord to Landlord is reduced under
the Lease.
4. Additional Rent. A. Subtenant shall also pay Sublandlord all costs,
charges, monies and expenses of Sublandlord under the Lease that are denominated
as Additional Rent under the Lease (referred to herein as "Additional Rent")
within ten (10) days of notice from Sublandlord (unless otherwise specified
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herein), in lawful money of the United States, without any set-off, off-set,
abatement or reduction. Notwithstanding the foregoing, Subtenant shall not be
liable to Sublandlord for any Additional Rent (i) to the extent that such
Additional Rent is due to acts or omissions of Sublandlord or (ii) with respect
to, or in connection with, the Xxxxxx Wage Payment Rider annexed to the 5th
Floor Lease as Rider No. 4.
(a) with respect to the determination of "Tax Payments" payable by
Sublandlord throughout the Sublease term, as that term is defined in Rider No. 3
to the Lease (1) the term "Tenant's Percentage" shall mean 19.735% for the
entire Premises and (2) the term "Base Tax Year" shall mean the twelve month
calendar year period commencing on January 1, 1997 and ending on December 31,
1997.
B. Additional Rent payable under this Paragraph shall be based upon Real
Estate Tax escalation statements or other notices that Subtenant receives from
Landlord or Sublandlord. Subtenant shall have the right to question the
propriety of or the basis for any such escalation statement to the extent that,
and under the terms by which, Sublandlord has such right pursuant to the Lease.
In the event that Sublandlord does not have such right, Sublandlord shall be
under no obligation to contest any such escalation statement. In any event,
Sublandlord shall, at the written request of Subtenant, furnish to Subtenant
copies of escalation statements or notices it receives from Landlord.
C. Notwithstanding Paragraph 3 hereof, Subtenant shall pay
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Sublandlord on demand all Additional Rent payable hereunder with respect to
Subtenant's occupancy of the Premises commencing on the Commencement Date,
including, but not limited to, all amounts payable by Subtenant to Sublandlord
hereunder for the furnishing of electric current to the Premises pursuant to
Paragraph 5 below.
5. Electricity. With respect to electricity, Sublandlord is not
responsible for providing electricity to the Premises. A meter or meters have
been installed for purposes of measuring electrical consumption of the Premises
and Subtenant shall pay Sublandlord as Additional Rent any and all amounts
payable by Sublandlord to Landlord under the Lease for the furnishing of
electricity to the Premises. In addition to the metering charges described
herein for electricity for the Premises, the Subtenant shall pay Sublandlord as
Additional Rent (i) its share of the reasonable out-of pocket administrative
costs of reading the sub-meters on a monthly basis incurred by Landlord and
(ii) its "Proportionate Share" of the cost of electricity consumed in the public
portions ("Public Light and Power") of the Building. For purposes of this
Sublease, "Proportionate Share" shall mean 19.735% of the Public Light and
Power. For purposes of this Paragraph, all amounts payable by Subtenant to
Sublandlord hereunder for the furnishing of electric current to the Premises
shall commence as of the Commencement Date.
6. Landlord's Consent. Sublandlord represents and Subtenant acknowledges
that Landlord must consent in writing to this Sublease for it to be a valid and
binding agreement between the parties hereto. In connection therewith, after
this Sublease has been
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executed by both Sublandlord and Subtenant, and Subtenant has paid Sublandlord
all monies due hereunder, Sublandlord shall deliver this Sublease to Landlord
within seven (7) days of such execution and payment and shall in good faith use
reasonable efforts to have Landlord consent in writing to this Sublease. If such
written consent of Landlord is not obtained from Landlord and delivered to
Subtenant within thirty (30) days of the date a fully executed copy of this
Sublease is delivered to Landlord, then Subtenant shall have the option of
cancelling this Sublease by delivering written notice of such cancellation to
Sublandlord within three (3) business days of the end of the aforesaid thirty
(30) day period. In the event of the exercise of such cancellation option by
Subtenant, this Sublease shall be deemed null and void and of no further force
and effect and Sublandlord shall promptly return to Subtenant all monies paid to
Sublandlord hereunder.
7. Lease. Except as otherwise expressly provided herein or to the extent
inconsistent with this Sublease and except for the obligation to pay fixed rent
under the Lease, all of the terms, covenants, conditions and provisions in the
Lease are hereby incorporated in, and made a part of this Sublease and such
rights and obligations as are contained in the Lease are hereby imposed upon the
respective parties hereto to the extent the same relate to the Premises and
Subtenant's use of the Premises; this Sublease being substituted for the term
"Lease" set forth in the Lease, the Sublandlord herein being substituted for the
Landlord named in the Lease and the Subtenant herein being substituted for the
Tenant
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named in the Lease; provided, however, that the Sublandlord herein shall not be
liable for any defaults by, or obligations of, Landlord except as specifically
set forth herein and any reference to "Landlord" in the Lease with respect to
the furnishing of services, utilities, repairs and facilities shall be deemed to
refer to Landlord rather than Sublandlord. Notwithstanding the foregoing,
Sublandlord agrees to perform its obligations under the Lease to the extent such
obligations are not obligations of the Subtenant under this Sublease, including
Sublandlord's obligation to pay Fixed Annual Rent to Landlord (provided
Subtenant is not In default under this Sublease and has paid Sublandlord all
Fixed Rent and Additional Rent due hereunder). If the 4th Floor Lease or the 5th
Floor Lease shall be terminated for any reason during the term hereof, then and
in that event this Sublease shall thereupon automatically terminate with respect
to the floor subject to such lease termination only (unless both the 4th Floor
and 5th Floor Leases are terminated in which case this entire Sublease shall
automatically terminate) and Sublandlord shall have no liability to Subtenant by
reason thereof (unless such termination was due to Sublandlord's default under
the Lease). Subtenant shall accede to Sublandlord's rights relating to an
improper termination of the Lease by Landlord. Upon the termination of this
Sublease, Subtenant shall surrender and deliver the Premises in the same good
condition and repair as Subtenant received the Premises on the Commencement
Date, reasonable wear and tear excepted. Notwithstanding anything contained `in
this Sublease to the
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contrary, Subtenant agrees that Sublandlord may at any time after the date
hereof surrender either the 4th Floor Lease or the 5th Floor Lease or both to
Landlord, provided that the Landlord shall deliver a written agreement to
Subtenant providing that notwithstanding such surrender the Landlord shall not
disturb Subtenant's occupancy of the relevant portion of the Premises so long as
Subtenant is not in default hereunder if Subtenant shall at Landlord's election
either (i) attorn to Landlord as if Landlord were Sublandlord hereunder on the
same terms and conditions contained herein or (ii) enter into a lease with
Landlord for the remaining term of the Sublease on the same terms and conditions
contained herein.
8. Renewal. Subtenant shall not have any right or option to extend or
renew the term of this Sublease.
9. As Is. Subtenant has examined the Premises, is aware of the physical
condition thereof and agrees to take the same "as is" in its condition as of the
date hereof, subject to normal wear and tear, with the understanding that except
as set forth in Paragraph 16 hereof there shall be no obligation on the part of
the Sublandlord to incur any expense whatsoever in connection with the
preparation of the Premises for Subtenant's occupancy thereof and Sublandlord
shall have no obligation to perform any alterations, improvements, repairs or
decorations either at the time possession is given to Subtenant or any other
time during the term of this Sublease.
10. Use. Subtenant agrees that the Premises shall be used
8
and occupied only for general office purposes in connection with Subtenant's
business and consistent with a first-class office building pursuant to the
terms of the Lease. Subtenant shall comply with the certificate of occupancy
relating to the Premises and with all laws, statutes, ordinances, regulations
and requirements of all federal, state and municipal governments and the board
of fire underwriters and/or the fire insurance rating organization or similar
organization performing the same or similar function, whether now or hereafter
in force, applicable to the Premises pursuant to the terms of the Lease.
11. Landlord's Approval. Except as otherwise specifically provided herein,
whenever in this Sublease, Subtenant is required to obtain Sublandlord's consent
or approval, Subtenant understands that Sublandlord may be required by the terms
of the Lease to first obtain the consent or approval of Landlord. Sublandlord
agrees to use its reasonable efforts to cooperate with Subtenant in obtaining
any such consent or approval of Landlord. If Landlord should refuse such consent
or approval and if such consent is required under the Lease, Sublandlord shall
be released of any obligation to grant its consent or approval whether or not
Landlord's refusal, in Subtenant's opinion, is arbitrary or unreasonable or
improper under the Lease. Subtenant agrees that Sublandlord shall not be
required to dispute any determinations or other assertions or claims of Landlord
regarding the obligations of Sublandlord under the Lease for which Subtenant is
or may be responsible under the terms of this Sublease. Should Sublandlord elect
not to dispute any such
9
determinations, assertions or claims by Landlord, Sublandlord hereby grants
Subtenant such right as Sublandlord would have had to dispute the same in its
own name, without Sublandlord's consent, and the right to resolve such disputes
to its own satisfaction, provided that Subtenant shall bear any and all costs
and expenses of any such dispute and/or settlement and shall indemnify, defend
and hold Sublandlord harmless from and against all liability, loss, damage or
expense, including, without limitation, reasonable attorney's fees, which
Sublandlord shall suffer or incur by reason of such action, and, provided
further, that Sublandlord shall not be bound without its consent, which it will
not unreasonably withhold, by any settlement, agreement or resolution reached by
Subtenant and Landlord in regard to any such dispute, or by any decree, judgment
or penalty resulting therefrom.
12. Repairs: Services. A. Subtenant acknowledges that it shall, at all
times during the term of this Sublease, at its own cost and expense, take good
care of the Premises and promptly make all repairs thereto and to the Building,
whether structural or non-structural in nature, to the extent caused by or
resulting from the carelessness, omission, neglect or improper conduct of
Subtenant, Subtenant's servants, employees, invitees or licensees. All the
aforesaid repairs shall be of quality or class equal to the work or construction
existing immediately prior to the occurrence of such damage. Sublandlord
acknowledges that as of the date hereof the Premises is in compliance with the
Lease with respect to repairs. Subtenant acknowledges that except to the extent
of Subtenant's
10
obligations hereunder, all services, repairs, restorations, equipment and access
to and for the Premises and the Building to be provided or performed by the
"Landlord" under the Lease and any insurance coverage of the Building, will in
fact be provided by Landlord and Sublandlord shall have no obligation during the
term of this Sublease to provide any such services, repairs, restorations,
equipment, access or insurance except to the extent that any damage, injury or
cost is directly caused by the wrongful acts or omissions of the Sublandlord.
Subtenant agrees to look solely to Landlord for the furnishing of such services,
repairs, restorations, equipment, access and insurance with respect to the
Premises. Sublandlord shall in any event be liable to Subtenant (except to the
extent that any damage, injury or cost is directly caused by the wrongful acts
or omissions of the Sublandlord) nor shall the obligations of Subtenant
hereunder be impaired or the performance thereof excused because of any failure
or delay on Landlord's part in furnishing such services, repairs, restorations,
equipment, access or insurance. If Landlord shall default in any of its
obligations to Sublandlord with respect to the Building or Premises, Subtenant
shall be entitled to participate with Sublandlord in the enforcement of
Sublandlord's rights against Landlord, but Sublandlord shall have no obligation
to bring any action or proceeding or to take any steps to enforce Sublandlord's
rights against Landlord. If, after written request from Subtenant, Sublandlord
shall fail or refuse to take appropriate action for the enforcement of
Sublandlord's rights against Landlord with respect
11
to the Premises within a reasonable period of time considering the nature of
Landlord's default, Subtenant shall have the right to take such action in its
own name and for that purpose only and only to such extent, all of the rights of
Sublandlord under the Lease hereby are conferred upon and assigned to Subtenant
and Subtenant hereby is subrogated to such right to the extent that the same
shall apply to the Premises. If any such action against Landlord in Subtenant's
name shall be barred by reason of lack of privity, nonassignability or
otherwise, Subtenant may take such action in Sublandlord's name provided
Subtenant has obtained the prior written consent of Sublandlord, which consent
shall not be unreasonably withheld or delayed, provided that Subtenant hereby
agrees that Subtenant shall indemnify, defend and hold Sublandlord harmless from
and against all liability, loss, damage or expense, including, with limitation,
reasonable attorneys' fees, which Sublandlord shall suffer or incur by reason of
such action by Subtenant.
B. Sublandlord shall deliver to Subtenant notice of any default claimed by
Sublandlord or any overlandlord promptly upon its receipt thereof. Anything
contained in any provisions of this Sublease to the contrary notwithstanding,
Subtenant agrees, with respect to the Premises, to comply with and remedy any
such default claimed by Landlord (not caused by Sublandlord) within the period
allowed to Sublandlord as Tenant under the Lease. Subtenant agrees to forward to
Sublandlord, upon receipt thereof, copies of any notices received by Subtenant
with respect to the Premises from
12
Landlord or from any governmental authorities.
13. Subordination. This Sublease is subject and subordinate to the Lease
and to all ground or underlying leases and to all mortgages which may now or
hereafter affect such leases or the real property of which the Premises are a
part and all renewals, modifications, replacements and extensions of any of the
foregoing. This paragraph shall be self-operative and no further instrument of
subordination is required and to confirm such subordination, and Subtenant shall
execute promptly any certificate that Sublandlord may request.
14. Broker. A. Subtenant covenants, represents and warrants that Subtenant
has had no dealings or communications with any broker or agent in connection
with the consummation of this Sublease except with Xxxxxx X. Xxxxxxx, Inc. and
the ATLAS organization (collectively, the "Broker") and Subtenant covenants and
agrees to hold harmless, indemnify and defend Sublandlord from and against any
and all claim, damage, cost, expense (including, without limitation, attorneys'
fees) or liability for breach of the foregoing representation. Sublandlord
agrees to pay the Broker, pursuant to a separate agreement, a commission for the
consummation of this Sublease.
B. Sublandlord covenants, represents and warrants that Sublandlord has had
no dealings or communications with any broker or agent in connection with the
consummation of this Sublease except with the Broker and Sublandlord covenants
and agrees to hold harmless, indemnify and defend Subtenant from and against any
and
13
all claim, damage, cost, expense (including, without limitation, attorneys'
fees) or liability for breach of the foregoing representation.
15. Security. A. As security for the faithful performance and observance
by Subtenant of the terms, provisions, covenants and conditions of this
Sublease, Subtenant shall maintain in effect at all times during the term
hereof, except as provided hereinafter, One Hundred Thousand ($100,000.00)
Dollars as a security deposit (the "Security Deposit"). The Security Deposit
shall be deposited with Sublandlord by Subtenant in three installments at the
following intervals: $25,000.00 upon the execution of this Sublease; $25,000.00
upon the execution of this Sublease; $25,000.00 upon the delivery to Subtenant
by Sublandlord of the seventh floor of the building located at 0-0 ,Xxxx 00xx
Xxxxxx pursuant to the terms of that certain letter agreement, dated October __,
1996, between Sublandlord and Subtenant; and $50,000.00 on the Commencement
Date. Following the initial twelve (12) months, twenty-four (24) months and
thirty-six (36) months of the Sublease term, respectively, provided that
Subtenant shall not be in default hereunder (after applicable notice and grace
period) at any of such times, Sublandlord shall deduct twenty-five percent (25%)
of the Security Deposit from the amount of the Security Deposit remaining
deposited with Sublandlord at such times and shall credit such amount against
the Fixed Rent due to Sublandlord for the immediately following months (i.e.,
the 13th, 25th and 37th months) during the term hereof.
B. Upon a default by Subtenant under this Sublease after
14
notice, if required, and an opportunity to cure, if provided, Sublandlord may
draw against the security deposit but only in such amounts as may be required to
cure such default.
C. In the event Subtenant defaults in respect of any of the terms,
provisions, covenants and conditions of this Sublease, including but not limited
to, the payment of Fixed Rent or Additional Rent, Sublandlord may use, apply or
retain the whole or any part of the Security Deposit to the extent required for
the payment of Fixed Rent and Additional Rent or any other sum as to which
Subtenant is in default or for any sum which Sublandlord may expend or may be
required to expend by reason of Subtenant's default in respect of any of the
terms, provisions, covenants, and conditions of this Sublease, including but not
limited to, any damages or deficiency accrued before or after summary
proceedings or other re-entry by Landlord. In the event Sublandlord applies or
retains any portion or all of the Security Deposit delivered hereunder,
Subtenant shall forthwith restore the amount so applied or retained so that at
all times the amount deposited shall not be less than the Security Deposit
required hereunder.
16. Alterations: Equipment Allowance. A. Subtenant may make no changes,
alterations, additions, improvements or decorations in, to or about the Premises
throughout the Sublease term without the Landlord's and Sublandlord's prior
written consent, such consent not to be unreasonably withheld or delayed by
Sublandlord where Landlord has consented thereto. Subtenant shall further ensure
that any alterations, improvements, additions or installations to
15
be completed by Subtenant at the inception of the Sublease term shall comply
with all applicable provisions of the Lease.
B. Sublandlord agrees to provide Subtenant with an allowance in the amount
of One Hundred Thousand $100,000.00) to be applied toward the aggregate purchase
price to be paid by Subtenant to Sublandlord for the purchase of certain
equipment and furniture presently within the Premises subsequent to the date
hereof pursuant to a separate purchase agreement between Sublandlord and
Subtenant, which purchase price shall equal the fair market value of such
equipment and furniture as mutually determined by the Sublandlord and Subtenant.
In the event that the purchase price of such equipment and furniture is less
than One Hundred Thousand Dollars ($l00,000.00), the remaining amount of the
equipment and furniture allowance shall be added to the Security Deposit, e.g.,
if the purchase price of the equipment and furniture is $75,000.00 the Security
Deposit shall automatically be increased to $125,000.00 without additional
payment by Subtenant. In the event that the fair market value of such equipment
and furniture cannot be mutually agreed upon by the Sublandlord and Subtenant,
any discrepancy will be finally determined by the Manager of Corporate Real
Estate for VF Corporation.
17. Non-Disturbance. So long as Subtenant pays all of the Fixed Rent and
Additional Rent due under this Sublease and performs all of Subtenant's other
obligations hereunder, Sublandlord shall not disturb or terminate Subtenant's
leasehold estate hereunder or Sublandlord's peaceful and quiet enjoyment of the
Premises,
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subject, however to the terms, provisions and obligations of the Lease and this
Sublease.
18. Security of Premises. Subtenant acknowledges that Subtenant shall be
solely responsible for securing and maintaining the security of the Premises and
that Sublandlord shall have no obligation or liability of any nature whatsoever
relating to the security of the premises.
19. Inapplicable Lease Provisions. A. For purposes of this Sublease the
following articles, sections or described portions of the Lease shall not be
deemed incorporated or made a part of the Sublease: the "Witnesseth" clauses
with respect to the description of the Demised Premises and the term of the
Lease, Article 2, the amount of security set forth under Article 34, the Fixed
Annual Rent Schedule, the second sentence of Article 38, the last sentence of
Section B of Article 43, subsection (ii) of Section B of Article 46, the last
sentence of Section B of Article 46, Section C of Article 46, the first sentence
of Section B of Article 47, Section C of Article 51, the third sentence of
Article 53, subsection (e)* of Article 58, paragraphs 1, 6, 10-17, 19 and 20 of
the Supplemental Rider to the 5th Floor Lease, paragraphs 1, 6, 11-15, the words
"and seventh" in the third sentence of 16, the seventh sentence of 16, 17-19,
21, 22 of the Supplemental Rider to the 4th Floor Lease, Rider No. 4 (Xxxxxx
Wage Payment Rider) to the 5th Floor Lease and Exhibits A, B and C.
B. For purposes of this Sublease the following articles or sections
of the 5th Floor Lease shall be amended as follows: the
17
term "exclusive use" in paragraph 5 of the Supplemental Rider to the Lease shall
be construed to mean "mutual use with the tenant of the 7th floor" and the
figure "19.67%" in paragraph 8 of the Supplemental Rider shall be construed to
mean "9.835%".
20. Initial Payments. Concurrently with Subtenant's execution and delivery
of this Sublease, Subtenant shall pay Sublandlord the $25,000.00 initial
Security Deposit installment. Notwithstanding the foregoing, this Sublease shall
not be binding upon the parties and Sublandlord shall not grant Subtenant
possession of the Premises unless and until (a) it is signed by Sublandlord and
Subtenant, (b) Subtenant pays Sublandlord all monies due hereunder and (c)
Landlord consents to this Sublease. If, for any reason other than the bad faith
conduct of Subtenant, Landlord fails to consent to this Sublease and possession
of the Premises is not delivered to Subtenant, all sums paid by Subtenant to
Sublandlord shall be returned to Subtenant. Notwithstanding the foregoing, in
the event that Sublandlord cannot deliver possession of the fourth and fifth
floors of the Building to Subtenant by May 1, 1997, through no fault of
Subtenant and for reasons or causes which are within the control of Sublandlord
(excluding, without limitation, casualty or fire damage to the Premises,
condemnation of the Premises, strikes or other labor troubles, declaration of
national emergency, force majeure, etc.), Sublandlord shall pay Subtenant
$500.00 per day in liquidated damages for each day that delivery of the fourth
and fifth floors is delayed past May 1, 1997. Any such amount of liquidated
damages accruing to the
18
benefit of Subtenant shall be credited against the Fixed Rent due to
Sublandlord. In the event that Sublandlord cannot so deliver possession of the
fourth and fifth floors of the Building to Subtenant by September 1, 1997, then
this Sublease shall be deemed null and void and of no further force and effect
as of such date and the Security Deposit paid to Sublandlord by Subtenant shall
be returned to Subtenant.
21. Assignment. Subtenant shall not assign, encumber, transfer or further
sublet its interest in this Sublease or otherwise allow the Premises to be
used by others, without the prior written consent of Sublandlord and Landlord,
and unless any such assignment, encumbrance, transfer, subletting or allowance
complies with the conditions set forth under Article 50 of the Lease. In the
event of a permitted assignment, sub-sublet or transfer hereunder, in which
Subtenant receives consideration in excess of the rent payable to Landlord by
Sublandlord under the Lease, Subtenant shall pay to Sublandlord, as Additional
Rent hereunder, all amounts payable to Landlord by Sublandlord pursuant to
Section L. of Paragraph 50 of the Lease.
22. Insurance. A. Subtenant shall obtain and keep in full force and effect
during the Sublease term, at its own cost and expense, to protect Subtenant,
Sublandlord, Landlord, any lessor, any mortgagee, and any of their respective
agents, as insureds or additional insureds, public liability insurance and
insurance for all property within the Premises in accordance with the terms of
the 4th Floor Lease and the 5th Floor Lease.
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B. Nothing contained in this Sublease shall relieve Subtenant from
liability that may exist as a result of damage to the Premises from fire or
other casualty, but each party shall look first to any insurance in its favor
before making any claim against the other party for recovery for loss or damage
to the Premises resulting from fire or other casualty. To the extent that such
insurance is in force and collectible and to the extent permitted by law,
Sublandlord and Subtenant each hereby releases and waives all right of recovery
against the other or anyone claiming through or under the other by way of
subrogation or otherwise. The foregoing release and waiver shall be in force
only if the insurance policies of the Sublandlord and Subtenant provide that
such release or waiver does not invalidate the insurance. If the inclusion of
said provision would involve an additional expense, either party, at its
expense, may require such provision to be inserted in the other's policy.
23. Hold-Over. Upon the termination of this Sublease, Subtenant shall
quit and surrender the Premises to Sublandlord broom-clean and in the order,
condition and repair of the Premises as existed at the Commencement Date, except
for ordinary wear and tear, and in accordance with the applicable provisions of
the Lease. If the Premises are not surrendered upon the termination of the
Lease, Subtenant hereby indemnifies and holds harmless Sublandlord from and
against all loss, cost, liability, claim, damage and expense (including, without
limitation, reasonable attorneys' fees) resulting from delay by Subtenant in so
rendering
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the Premises (exclusive of delays directly caused by Sublandlord), and
Subtenant, at the option of Sublandlord, shall be deemed to be occupying the
premises as a tenant from month to month, at a monthly rental equal to the
monthly rental payable by Sublandlord to Landlord in the event of a "hold-over"
occupancy under Paragraph 40 of the Lease (one and one-half times the aggregate
of the Fixed Annual Rent and Additional Rent payable by Sublandlord to Landlord
during the last month of the Lease term) and Subtenant shall be subject to all
of the other terms of this Sublease insofar as the same are applicable to a
month to month tenancy. Subtenant's obligations under this Paragraph shall
survive the termination of the Sublease.
24. Default. A. In the event that Subtenant shall default in the
performance of any of the terms, covenants and conditions on its part to be
performed or observed under this Sublease and the same are not cured at least
five (5) days prior to the expiration of the time for the curing thereof under
the Lease, or if the said default or omission shall be of a nature that the same
cannot be completely cured or remedied within such period, and if Tenant shall
not have diligently commenced curing such default within such period and shall
not thereafter with reasonable diligence and in good faith proceed to remedy or
cure such default, then the Sublandlord shall have the same rights and remedies
with respect to such default as are given to Landlord under the Lease with
respect to defaults by the Tenant under the Lease, all with the same force and
effect as though the provisions of the Lease with respect to
21
defaults and the rights and remedies of Landlord thereunder in the event thereof
were set forth at length herein; provided, however, that if Subtenant shall
default in the performance of any of the Subtenant's obligations hereunder or
under the Lease, Sublandlord, without thereby waiving such default, may, at
Sublandlord's option, perform the same for the account and at the expense of
Subtenant. If Sublandlord makes any expenditures or incurs any obligations for
the payment of money, including, without limitation, attorneys' fees, in
instituting; prosecuting or defending any action or proceeding, by reason of any
default of Subtenant under this Sublease, such sums paid or obligations
incurred, with interest thereon at the rate of 1.25% per month, computed from
the date such expenditure was made or obligation incurred to and including the
date of payment, shall be deemed to be Additional Rent and shall be paid by
Subtenant to Sublandlord on demand.
B. Modifying Section B of Article 47 of the Lease, if Subtenant shall fail
to pay all or any part of any installment of Fixed Rent and/or Additional Rent
for more than five (5) days after the same shall have become due and payable,
the Tenant shall pay as Additional Rent promptly upon demand by Sublandlord a
late charge of five (5) cents for each dollar of the amount of any Fixed Rent
and/or Additional Rent which shall not have been paid to Sublandlord within such
five (5) days after becoming due and payable.
C. Supplementing Article 17 of the Lease, the phrases "either by force or
otherwise" and "or otherwise" are reinserted where
22
previously deleted in subsection (2) thereof.
25. Air-conditioning. A. Throughout the term hereof, Subtenant shall
repair and maintain all air-conditioning equipment serving solely the premises
and located within the premises at its sole cost and expense, e.g., the
individual air-conditioning units located on the fourth and fifth floors.
Subtenant shall also pay Sublandlord, within ten (10) days of written request,
two-thirds of all costs incurred by Sublandlord for the repair and maintenance
of all air-conditioning equipment `which is part of the common equipment that
serves the fourth, fifth and seventh floors of the Building (e.g., the cost of
maintenance for the cooled water tower on fourth floor), which repair and
maintenance shall be provided by Sublandlord pursuant to a repair and
maintenance agreement with a third party contractor, provided, however, that if
the common air-conditioning equipment which serves the fourth, fifth and
seventh floors of the Building shall fail to function properly due to
Subtenant's misuse or negligent use of any air-conditioning equipment, and the
payment for the repair of such malfunction is not covered by said repair and
maintenance agreement, Subtenant shall be responsible for all costs and expenses
of repairing such malfunction.
B. Subtenant shall pay Sublandlord, within ten (10) days of written
request, two-thirds (2/3) of all costs incurred in operating the common
air-conditioning equipment serving the fourth, fifth and seventh floors of the
Building, including, without limitation, all additional electricity charges
relating to the use
23
of such equipment, i.e., the charges for the electricity used in the operation
of the cooled water tower on the fourth floor as measured by a separate
submeter.
C. All payments to be made to Sublandlord by Subtenant pursuant to
Paragraphs A and B of this Article shall be deemed Additional Rent.
26. Notice. Any notice, demand or communication which under the terms of
this Sublease or under any statute or regulation must or may be given or made by
the parties hereto, shall be in writing and given or made in person or by
priority service delivery of a nationally recognized overnight courier or by
mailing the same by registered or certified mail, return receipt requested,
addressed to the party for whom intended at its address as aforesaid, provided,
however, that a copy of any notice, demand or communication given or made to
Sublandlord hereunder shall also be given in the same manner to Xx. Xxxxxxx
Xxxxxx, VF Corporation, Inc., 0000 X. Xxxx Xxxx, Xxxxxxxxxx, XX 00000 and that a
copy of any notice, demand or communication given or made to Subtenant hereunder
shall also be given in the same manner to Xxxxx Xxxxx, Esq., Xxxxxx Xxxxxxxxxx &
Xxxxxxxx, 000 Xxxxx Xxx., Xxx Xxxx, XX 00000. Either party may designate such
new or other address to which such notices, demands or communications thereafter
shall be given made or mailed by notice given in the manner prescribed herein.
Any notice, demand or communication shall be deemed given or served, as the case
may be, on three business days after the date of posting thereof, or if hand
delivered, on the date of
24
delivery, or if by priority service of any nationally recognized overnight
courier, on the next business day after delivery to such courier.
27. Entire Agreement. This Sublease constitutes the entire agreement
between the parties and all representations and understandings have been merged
herein.
28. Lease Surrender. In the event of the surrender of the Lease to
Landlord and the execution of a non-disturbance agreement by Landlord pursuant
to Article 7 hereof, Sublandlord shall be and hereby is relieved and freed of
all obligations of Sublandlord under this Sublease.
29. Successors and Assigns. This Sublease shall inure to the benefit of
all parties hereto, their successors and permitted assigns.
30. Amendment. This Sublease may not be changed orally, but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.
31. Counterparts. This Sublease may be executed in one or more
counterparts, all of which taken together shall constitute a single agreement.
32. Estoppel. Sublandlord affirms that, the Lease is in full force and
effect, and to the knowledge of Sublandlord, there exists no material default by
Landlord or Sublandlord under the Lease and no condition currently exists which,
with the passage of time, would constitute a material default under the Lease.
25
33. Default by Sublandlord. In the event of a default by Sublandlord under
the Lease for failure to pay Fixed or Additional Rent thereunder (assuming
Tenant is not in default under this Sublease and has timely paid all Fixed Rent
and Additional Rent due hereunder), Sublandlord shall remedy such default in the
manner and within the time period set forth in the Lease. In the event
Sublandlord fails to so remedy such default and the 4th Floor Lease and/or the
5th Floor Lease shall be terminated by Landlord because of such default,
Subtenant shall have such remedies as Subtenant is entitled to at law.
IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease
as of the day and year first above written.
SUBLANDLORD:
VANITY FAIR INTIMATES, INC.
By: /s/ X. X. Parnalis
------------------------------
SUBTENANT:
PROMO TEL, INC.
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Name/Title: Xxxxx Xxxxxxxx, President
26
EXHIBIT A
[Graphic Omitted]
[Floor Plan - 4th Floor]
EXHIBIT A
[Graphic Omitted]
[Floor Plan - 5th Floor]
[Letterhead of XXXXXX, XXXXXXXXXX & XXXXXXXXX LLP]
October 31, 1996
VIA HAND DELIVERY
Xx. Xxxxx Xxxxxxxx
Chief Executive Officer
PromoTel, Inc.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Re: Sublease of 4th and 5th Floors at 0-00 Xxxx 00xx Xxxxxx ("Permanent
Space") and Sublease of 7th Floor at 0-0 Xxxx 00xx Xxxxxx
("Temporary Space")
Dear Xxxxx:
I have just learned that the overlandlord for the Temporary Space
consented to your sublease yesterday, October 30, 1996, and therefore your
sublease of the Temporary Space commences today.
I have enclosed for your records original executed copies of the sublease
for the Permanent Space and the sublease for the Temporary Space. I have also
enclosed a copy of a letter in which the overlandlord for the Permanent Space
consents to your sublet of that space. I am awaiting a copy of the Temporary
Space overlandlord's approval (I have received a copy of the signed signature
page to the Consent to Sublet).
Finally, I have enclosed for your records copies of the xxxxxxxxx for the
Temporary Space and two overleases (4th floor and 0xx xxxxx) for the Permanent
Space. These overleases are incorporated into your subleases, except as provided
in your subleases. I draw your attention to Paragraph 43 in the xxxxxxxxx for
the Temporary Space and Paragraph 45 in the overleases for the Permanent Space.
These paragraphs set forth the insurance coverage requirements with which you
must comply. As I indicated to you previously, prior to moving into the
Temporary Space or the Permanent Space, as applicable, you must provide the
sublandlord (Vanity Fair Intimates, Inc.) and applicable overlandlords with
certificates of insurance. For the Temporary Space, you must have Vanity Fair
Intimates, Inc. (sublandlord), 0-0 Xxxx 00xx Xxxxxx Limited Partnership
(overlandlord) and Xxxxxxxx Properties, Inc.
XXXXXX, XXXXXXXXXX
& SUTCLIFFE LLP
Xx. Xxxxx Xxxxxxxx
October 31, 1996
Page 2
(agent) named as additional insureds. For the Permanent Space, you must have
Vanity Fair Intimates, Inc. (sublandlord), 0-00 Xxxx Xxxx 00xx Xxxxxx Corp.
(overlandlord) and Time Equities, Inc. (agent), named as additional insureds.
You may contact Xxxx Xxxxx at Xxxxxxxx Properties, (000) 000-0000, ext.
220, to make arrangements with regard to moving into the Temporary Space.
Please do not hesitate to call me at (000) 000-0000 if you have any
questions.
It has been a pleasure representing you on this matter.
Very truly yours,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
(Not admitted in New York,
awaiting admission)
Enclosures
cc: Xxxx Xxxxxxxxxxx, Esq.
Xxxxx Xxxxx, Esq.
Facsimile of letter only to Xxxxx Xxxxxxxx
2
[Letterhead of Time Equities, Inc]
October 21, 1996
Xxxx Xxxxxxxx, Esq.
Brief Xxxxxxxxx Xxxxx & Schulman, LLP
Attorneys At Law
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Sublease of fourth and fifth floors of 0-00 Xxxx 00xx Xxxxxx, Xxx
Xxxx, XX
Dear Xx. Xxxxxxxx:
I am writing to you on behalf of 0-00 Xxxx 00xx Xxxxxx Corp. ("Landlord").
The Landlord hereby consents to the sublease dated October 14, 1996 by and
between Vanity Fair Intimates, Inc. and Promo Tel, Inc. for the entire fourth
and fifth floors of 0-00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx subject to and
conditional upon the following provisions:
1) Landlord shall receive a certificate of insurance from Promo Tel,
Inc. listing "0-00 Xxxx 00xx Xxxxxx Corp." and "Time Equities, Inc.,
As Agent" as additional insureds with respect to public liability
insurance;
2) Landlord shall receive evidence reasonably satisfactory to Landlord
that "Vanity Fair Xxxxx, Inc." changed its name to "Vanity Fair
Intimates, Inc."; and,
3) Landlord shall receive plans and a New York City Department of
Buildings application for its review and signature for the
construction related to the sublease. The plans shall include a
demising wall on the fifth floor to be built on the property line
separating 0-0 Xxxx 00xx Xxxxxx and 0-00 Xxxx 00xx Xxxxxx and the
separation of any building systems (i.e., electric,, heat,
sprinkler, etc.) that cross over from 0-00 Xxxx 00xx Xxxxxx to 0-0
Xxxx 00xx Xxxxxx.
If you wish to discuss the foregoing further, please contact me.
Sincerely yours,
0-00 XXXX 00xx XXXXXX CORP.
BY: TIME EQUITIES, INC., AS AGENT
By /s/ Xxxxxxx Xxxxx
------------------------------
Xxxxxxx Xxxxx
Director of Asset Management
cc: Xxxx Xxxxx
VANITY FAIR INTIMATES, INC.
0-0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx
October 11, 1996
Xx. Xxxxx Xxxxxxxx
Promo Tel, Inc.
000 Xxxxx Xxxxxx, Xxxxx 000
XX, XX 00000
Re: Sublease of 4th and 5th Floors, 0-00 Xxxx 00xx Xxxxxx (the
"Permanent Space"); Sublease of 0xx Xxxxx, 0-0 Xxxx 00xx Xxxxxx (the
"Temporary Premises")
Dear Xx. Xxxxxxxx:
In connection with that certain sublease (the "Permanent Sublease"), dated
October 16, 1996, between Vanity Fair Intimates, as Sublandlord ("Sublandlord"),
and Promo Tel, Inc., as Subtenant ("Subtenant"), for the first above referenced
space, Sublandlord and Subtenant hereby agree as follows:
1. Temporary Sublease. Sublandlord hereby temporarily subleases to
Subtenant the entire seventh floor of the building located at 0-0 Xxxx 00xx
Xxxxxx (the "Temporary Sublease") for a term commencing on later to occur of (a)
October 22, 1996 or (b) the day following the landlord's consent of such
temporary leasing, if required (the "Commencement Date), and terminating on the
date that both the fourth and fifth floors of the Permanent Space are available
to Subtenant pursuant to the terms of the Permanent Sublease ("Expiration
Date"). Notwithstanding the foregoing, in no event shall the Expiration Date be
later than September 15, 1997.
2. Fixed Rent. During the term of this Temporary Sublease, no fixed rent
shall be payable by Subtenant to Sublandlord with respect to the Temporary
Premises.
3. Lease. Except as otherwise expressly provided herein or to the extent
inconsistent with this Temporary Sublease, all of the terms, covenants,
conditions and provisions in that certain xxxxxxxxx, dated July 1, 1986, as
amended, between Time Equities, Inc., agent, as landlord ("Landlord"), and
Sublandlord, as tenant (the "Lease"), are hereby incorporated in, and made a
part of this Temporary Sublease and such rights and obligations as are contained
in the Lease are hereby imposed upon the respective parties hereto to the extent
the same relate to the Temporary Premises and Subtenant's use of the Temporary
Premises; this Temporary Sublease being substituted for the term "Lease" set
forth in the Lease, the Sublandlord herein being substituted for the Landlord
named in the
Lease and the Subtenant herein being substituted for the Tenant named in the
Lease; provided, however, that the Sublandlord herein shall not be liable for
any defaults by, or obligations of, Landlord except as specifically set forth
herein and any reference to "Landlord" in the Lease with respect to the
furnishing of services, utilities, access, repairs and facilities shall be
deemed to refer to Landlord rather than Sublandlord. Notwithstanding the
foregoing, throughout the term of this Temporary Sublease Subtenant shall not be
responsible for any Xxxxxx Wage Payments or Tax Payments as such terms are
defined under the Lease.
4. Additional Rent. Subtenant shall pay Sublandlord all costs, charges,
monies and expenses of Sublandlord under the Lease that are denominated as
Additional Rent under the Lease which are allocable to the term of this
Temporary Sublease.
5. Electricity. Subtenant shall pay Sublandlord a flat fee of One Thousand
($1,000.00) per month as additional rent for its consumption of electricity
within the Temporary Premises during the term hereof to be payable on the first
day of each month. There shall be no other charges due Sublandlord for the
consumption of electricity by Subtenant within the Temporary Premises during the
term of this Temporary Sublease.
6. Landlord's Consent. Sublandlord and Subtenant acknowledge that Landlord
must consent to this Temporary Sublease for this Sublease to be a valid and
binding agreement between the parties hereto. Sublandlord shall deliver this
Temporary Sublease to Landlord within three (3) business days of its full
execution for its approval. If such written consent is not obtained from
Landlord within fifteen (15) days of the date of delivery to Landlord, then
Subtenant shall have the option of cancelling this Sublease by delivering
written notice of such cancellation within three (3) days of the end of the
aforesaid fifteen (15) day period to Sublandlord. In the event of the exercise
of such cancellation option both this Temporary Sublease and the Permanent
Sublease shall be deemed null and void and of no further force and effect and
Sublandlord shall promptly return to Subtenant all monies paid to Sublandlord
under the Permanent Sublease.
7. As Is. Subtenant has examined the Premises, is aware of the physical
condition thereof and agrees to take the same "as is" in its condition as of the
date hereof, subject to normal wear and tear. Subtenant agrees that the
Temporary Premises shall be used and occupied only for general office purposes
in connection with Subtenant's business pursuant to the terms of the Lease.
Notwithstanding the foregoing, the Temporary Premises shall be delivered to
Subtenant in a broom-clean condition.
8. Security. As security for the faithful performance and observance by
Subtenant of the terms, provisions, covenants and conditions of this Temporary
Sublease, Subtenant hereby authorizes
2
Sublandlord to make use of the Security Deposit paid to Sublandlord under the
Permanent Sublease in the event of a default under this Temporary Sublease. Upon
such a default by Subtenant hereunder, after the Subtenant receives such notice
and opportunity to cure as provided under the Lease, Sublandlord may draw
against the Security Deposit pursuant to the terms of the Permanent Sublease.
9. Inapplicable Lease Provisions. For purposes of this Sublease the
following articles, sections or described portions of the Lease shall not be
deemed incorporated or made a part of this Temporary Sublease:
(a) The Base Lease: the "Witnesseth" clauses with respect to the
definition of the demised premises and the term of the Lease, Article 2, the
amount of security set forth under Article 34, Article 48, the Rent Schedule
(Exhibit A), the entire Xxxxxx Wage Payment Rider to the Lease and paragraphs 1,
2, 4, 6, 9, 12, 13, 14 of the Supplemental Rider to the Lease and Landlord's
Work Letter.
(b) First Modification to Lease: Paragraphs X, X, X, X, X, X (0-0, 0x and
the last two sentences of 4d), J, K, L, M, N, S and W of Article SECOND, Article
FOURTH, Article FIFTH, Article SIXTH, Article EIGHTH, Article NINTH and Article
TENTH.
(c) Second Modification to Lease: Article FIRST, Article SECOND, Article
THIRD, Article FOURTH, the second, third and fourth paragraphs of Article FIFTH,
Sections A, B, C, D and E of Article SIXTH, Sections (1) -- (6) of Article
SEVENTH, Article EIGHTH, Article NINTH and Article TENTH.
10. Hold--Over. If the Temporary Premises are not surrendered upon the
termination of this Temporary Sublease in the order, condition and repair as
existed at the Commencement Date (except for ordinary wear and tear), Subtenant
hereby indemnifies and holds harmless Sublandlord from and against all loss,
cost, liability, claim, damage and expense (including, without limitation,
reasonable attorneys' fees) resulting from any delay by Subtenant in so
rendering the Premises (exclusive of delays directly caused by Sublandlord), and
Subtenant, at the option of Sublandlord, shall be deemed to be occupying the
Premises as a tenant from month to month, at a monthly rental equal to the
monthly rental payable by Sublandlord to Landlord in the event of a "hold--over"
occupancy under Paragraph 38 of the Lease.
11. Cross--Default. Subtenant hereby acknowledges and agrees that any
default by Subtenant under the Permanent Sublease shall constitute a default by
Subtenant under this Temporary Sublease. Furthermore, in the event that the
Permanent Sublease shall terminate for any reason during the term hereof, this
Sublease shall likewise terminate in the same manner.
3
12. Consent for Permanent Space. Notwithstanding the foregoing provisions
of this Temporary Sublease, Sublandlord and Subtenant agree that the landlord
for the Permanent Space must consent in writing to the Permanent Sublease for
this Temporary Sublease to continue to be a valid and binding agreement between
the parties hereto. If such consent is not obtained from such landlord within
the required time period set forth in the Permanent Sublease and said Sublease
is terminated, then this Temporary Sublease shall be automatically be deemed
null and void and of no further force and effect and, if Subtenant is in
possession of the Temporary Premises at such time, Subtenant shall vacate the
Temporary Premises pursuant to the terms hereof and pay Sublandlord all amounts
owed hereunder, each within ten (10) days from the date of termination of the
Permanent Sublease.
13. Indemnification. Subtenant agrees to hold harmless, indemnify and
defend Sublandlord from and against any and all claim, damage, cost, expense
(including, without limitation attorneys' fees) or liability ("Claims") arising
from or related to its breach of any of the provisions hereof, including without
limitation, any Claims in connection with or arising from any damage to the
Temporary Premises caused by the acts or omissions of the Subtenant (apart from
ordinary wear and tear).
14. Estoppel. Sublandlord affirms that, the Lease is in full force and
effect, and to the knowledge of Sublandlord, there exists no material default by
Landlord or Sublandlord under the Lease and no condition currently exists which,
with the passage of time, would constitute a material default under the Lease.
15. Default by Sublandlord. In the event of a default by Sublandlord under
the Lease for failure to pay Fixed or Additional Rent thereunder (assuming
Tenant is not in default under this Sublease and has timely paid all Fixed Rent
and Additional Rent due hereunder), Sublandlord shall remedy such default in the
manner and within the time period set forth in the Lease. In the event
Sublandlord fails to so remedy such default and the Lease shall be terminated by
Landlord because of such default, Subtenant shall have such remedies as
Subtenant is entitled to at law.
16. Miscellaneous. The parties hereto agree as follows: (a) Subtenant
shall be solely responsible for securing and maintaining the security of the
Temporary Premises and that Sublandlord shall have no obligation or liability of
any nature whatsoever relating thereto; (b) Subtenant shall not assign,
encumber, transfer or further sublet its interest in this Temporary Sublease or
otherwise allow the Temporary Premises to be used by others; (c) this Temporary
Sublease constitutes the entire agreement between the parties relating to the
subject matter hereof; (d) this Sublease shall inure to the benefit of all
parties hereto, their successors and permitted assigns; and (e) this Temporary
Sublease may not be changed orally, but only by an agreement in writing signed
by the
4
parties hereto.
If the foregoing correctly represents the agreement between the parties
hereto, please sign this letter agreement in the space provided below and return
it to the undersigned, at which time it will becoming a binding agreement
between the parties.
Very truly yours,
VANITY FAIR INTIMATES, INC.
By: /s/ X. X. Parnalis
-----------------------
X. X. Parnalis
Accepted and Agreed to as of
this 16 day of October, 1996
PROMO TEL, INC.
By: /s/ Xxxxx Xxxxxxxx
-----------------------
Xxxxx Xxxxxxxx
Chief Executive Officer
5
