EXHIBIT 10.10
Sub-Lease for the property located at
0000 Xxxx Xxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx
dated March 27, 2000
Page 1 of 10
SUBLEASE
THIS AGREEMENT made as of the 27th day of March 2000, between
METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation having its Home
Office at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, hereinafter referred to
as "Sublessor", and iNetVersity, Inc., a California Corporation having an
address at 00000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000,
hereinafter referred to as "Sublessee".
WITNESSETH:
WHEREAS, Sublessor represents that by Agreement of Lease dated June 17,
1997, as modified, amended, renewed and extended, Arden Realty Limited
Partnership ("Prime Lessor") leased to Sublessor certain space on the fifth
floor in the building (the "building") located at 0000 Xxxx Xxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 containing approximately 16,339
rentable square feet of space (hereinafter sometimes called "Prime Lease") a
copy of which lease is hereby annexed, marked Exhibit A, and made a part hereof;
and
WHEREAS, Sublessor further represents that said Prime Lease is now in
full force and effect.
NOW, THEREFORE, the parties mutually covenant and agree as follows:
1. Sublessor hereby leases to Sublessee and Sublessee hereby hires from
Sublessor approximately 16,339 rentable square feet of space in the Building as
more particularly identified in the Prime Lease (hereinafter referred to as the
"Subleased Premises") for a term commencing on April 15, 2000 and ending on
September 29, 2002 unless sooner terminated, at an annual rental of two hundred
thirty five thousand two hundred eight one dollars and 60/100 Dollars
($235,281.60). Said annual rental shall be payable in equal monthly installments
in advance on the first day of each and every month during the term. Rent is to
be paid to Sublessor at its Home Office (addressed to the attention of the
Director of Leasing), or at such other place as Sublessor may designate by
notice to Sublessee, in lawful money of the United Sates, without prior demand
therefor and without any offset or deduction. In the event that the term of the
Sublease shall commence on a day other than the first day of the month, rent
shall be adjusted on a per diem basis. The subleased Premises shall be used for
general office, customer training and any other use consistent with the
operation of Sublessee's business. Rent for the first full calendar month of the
Sublease Term shall be paid upon execution of this Sublease.
2. Sublessee shall not, without the prior written consent of Sublessor
and Prime Lessor first obtained, assign the term hereby demised, or suffer or
permit it to be assigned by operation of law or otherwise, nor shall Sublessee
without the prior written consent of Sublessor and Prime Lessor let, underlet or
permit said Subleased Premises, or any part thereof, to be used by others.
3. Except as otherwise herein provided, all of the terms, provisions,
covenants and conditions contained in the Prime Lease are made a part of this
Sublease, Sublessor being substituted for "Landlord" and Sublessee for "Tenant",
it being understood that such rights and obligations of Tenant as are contained
in the same, and as the same relate to the Subleased Premises, during the term
of this subletting, are hereby granted to or imposed on Sublessee in the same
manner as if Sublessee had been Tenant in same, it being understood, however,
that
Page 2 of 10
Sublessee shall look solely to Prime Lessor for performance of Prime Lessor's
obligations under the Prime Lease and Sublessor shall not be liable for any
default by Prime Lessor nor shall Sublessor be responsible to provide any
services to Sublessee.
4. Sublessee agrees that Sublessor shall not be obligated to perform
any services to be performed by Prime Lessor pursuant to the Prime Lease.
However, Sublessee shall be entitled to receive from Sublessor all services
Sublessor receives from Prime Lessor, and in the event that Prime Lessor fails
to supply to Sublessee the services to which Sublessor is entitled under the
Prime Lease or shall refuse to comply with any of the provisions of the Prime
Lease as they affect the Subleased Premises, Sublessor agrees to assist and
cooperate with Sublessee and use reasonable efforts (excluding litigation) to
obtain performance of Prime Lessor's obligations under the Prime Lease (provided
Sublessee shall reimburse Sublessor for all costs incurred upon request).
Sublessor agrees at the request of Sublessee to serve upon and send any required
or requested notices to Prime Lessor. In addition, Sublessee agrees to promptly
pay to Prime Lessor or Sublessor all charges by Prime Lessor under the Prime
Lease for any such services or supplies which Prime Lessor is not required to
furnish without additional charge.
5. Each of the following shall be an Event of Default under this
Sublease:
(A) if Sublessee shall default in the payment when due or any
installment of rent or in the payment when due of any additional rent or in the
making of any other payment herein required, and such default shall continue for
a period of five (5) days after notice by Sublessor to Sublessee of such
default; or
(B) if Sublessee shall default in the observance or performance of any
term, covenant, or condition of this Sublease on Sublessee's part to be observed
or performed (other than the covenants for the payment of rent and additional
rent) and Sublessee shall fail to remedy such default within five (5) days after
notice by Sublessor to Sublessee of such default, or if such default is of such
a nature that it can not be completely remedied within said period of five (5)
days and Sublessee shall not commence within said period of five (5) days, or
shall not thereafter diligently prosecute to completion, all steps necessary to
remedy such default; or
(C) if Sublessee shall file a voluntary petition in bankruptcy or
insolvency, or shall be adjudicated a bankrupt or insolvent, or shall file any
petition or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the present or
any future federal bankruptcy act or any other present or future applicable
federal, state or other statute or law, or shall make an assignment for the
benefit of creditors or shall seek or consent to or acquiesce in the appointment
of any trustee, receiver or liquidator of Sublessee or of all or any part of
Sublessee's property; or
(D) if within thirty (30) days after the commencement of any proceeding
against Sublessee whether by the filing of a petition or otherwise, seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the present or any future federal bankruptcy act or any
other present or future applicable federal, state or other statute or law, such
proceeding shall not have been dismissed, or if, within thirty (30) days after
the appointment of any trustee, receiver or liquidator of Sublessee, or of all
or any part of Sublessee's property, without the consent or acquiescence of
Sublessee, such appointment shall not have been vacated or otherwise discharged,
or if any execution or attachment shall be
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issued against sublessee or any of Sublessee's property pursuant to which the
Subleased Premises shall be taken or occupied or attempted to be taken or
occupied; or
(E) if the Subleased Premises shall become vacant, deserted or
abandoned.
(F) if Subleasee fails to vacate and surrender to Sublessor exclusive
possession of the Subleased Premises in the condition and on the expiration date
of the term of this Sublease or upon any earlier termination date otherwise
provided.
6. Sublessee is familiar with the Subleased Premises and agrees to
accept them "as is" "where-is" and without any representation or warranty as to
the condition, state of repair or otherwise. Sublessee understands and agrees
that no materials are to be furnished by Sublessor and no work is to be
performed by Sublessor in connection with the Subleased Premises, except as
otherwise provided herein.
7. Sublessor has no present intention to exercise Sublessor's rights to
renew or extend the Prime Lease, if any, and this Sublease shall expire without
notice on the date set forth herein. No right to renew this Sublease or the
Prime Lease is granted or given to Sublessee.
8. Sublessee represents and warrants to Sublessor that Sublessee had
not dealt with any party other than Xxxxx & Xxxxx in connection with this
Sublease who might be entitled to a commission or compensation from Sublessor on
account of introducing the parties, the preparation or submission of this
Sublease or the closing of the transaction contemplated herein. Sublessee agrees
to indemnify and hold harmless Sublessor against all loss, liability and
expense, including reasonable attorneys' fees, arising out of any claim by any
party for commission or compensation by reason of the transaction contemplated,
except as otherwise provided.
9. This instrument shall be deemed a sublease and not an assignment.
10. Sublessee shall deposit with Sublessor the sum of $19,606.80 as a
Security Deposit. The Security Deposit shall be held by Sublessor without
liability for interest and as security for the performance of Sublessee's
covenants and obligations under this Sublease, it being expressly understood
that the Security Deposit shall not be considered an advance payment of rent of
any type or, a measure of Sublessee's damages in case of default by Sublessee.
Sublessor may commingle the Security Deposit with its other funds. Sublessor
may, from time to time, without prejudice to any other remedy, use the Security
Deposit to the extent necessary to make good any arrearage of rent or to satisfy
any other covenant or obligation of Sublessee hereunder. Following any such
application of the Security Deposit, Sublessee shall pay to Sublessor on demand
the amount so applied in order to restore the Security Deposit to its original
amount. If Sublessee is not in default at the termination of this Sublease and
has paid in full all rent, escalations, fees, if any, and pro-rations, then upon
thirty (30) days written notice from Sublessee, the balance of the Security
Deposit remaining after any such application shall be returned by Sublessor to
Sublessee. If Sublessor transfers its interest in the Subleased Premises during
the term of this Sublease, Sublessor may assign the Security Deposit to the
transferee and thereafter shall have no further liability for the return of such
Security Deposit. Sublessee hereby waives any and all rights of Sublessee under
the provisions of Section 1950.7 of the California Civil Code or other law
regarding security deposits.
Page 4 of 10
11. Sublessee shall deposit with Sublessor the sum of $78,427.20 as a
Pre-Paid Rent. The Pre-Paid Rent shall be held by Sublessor without liability
for interest and as security for the performance of Sublessee's covenants and
obligations under this Sublease, it being expressly understood that the Pre-Paid
Rent shall be considered an advance payment of rent for the months of May 2000,
July 2002, August 2002 and September 2002. Sublessor may commingle the Pre-Paid
Rent with its other funds. Sublessor may, from time to time, without prejudice
to any other remedy, use the Pre-Paid Rent to the extent necessary to make good
any arrearage of rent or to satisfy any other covenant or obligation of
Sublessee hereunder. Following any such application of the Pre-Paid Rent,
Sublessee shall pay to Sublessor on demand the amount so applied in order to
restore the Pre-Paid Rent to its original amount. If Sublessor transfers its
interest in the Subleased Premises during the term of this Sublease, Sublessor
may assign the Pre-Paid Rent to the transferee and thereafter shall have no
further liability for the Pre-Paid Rent. Sublessee agrees to attorn to an
assignee of Sublessor provided that the assignee assumes all obligations under
this Sublease including the obligation to honor the pre-paid rent.
12. Anything in the Prime Lease to the contrary notwithstanding,
Sublessee's shall pay to Sublessor, within ten (10) days of demand, all amounts
due to Prime Lessor pursuant to paragraph 3(b), 3(c), and 3(d)of the Prime Lease
(it being the intent that all sums be passed directly through to Sublessee by
Sublessor), including without limitation all estimated payments under Paragraph
3(d)(ii) of the Prime Lease.
13. SUBLESSOR'S TERMINATION OPTION FROM THE PRIME LEASE. ARTICLE 34
PAGE 30. PROVIDED TENANT FULLY AND COMPLETELY SATISFIES EACH OF THE CONDITIONS
SET FORTH IN THIS ARTICLE 34, TENANT SHALL HAVE THE OPTION ("TERMINATION
OPTION') TO TERMINATE THIS LEASE EFFECTIVE AT THE END OF THE SIXTIETH (60TH)
MONTH OF THE INITIAL TERM ONLY (THE "TERMINATION DATE"). IN ORDER TO EXERCISE
THE TERMINATION OPTION, TENANT MUST FULLY AND COMPLETELY SATISFY EACH AND EVERY
ONE OF THE FOLLOWING CONDITIONS: (a) TENANT MUST GIVE LANDLORD WRITTEN NOTICE
("TERMINATION NOTICE") OF ITS INTENTION TO TERMINATE THIS LEASE, WHICH
TERMINATION NOTICE MUST BE DELIVERED TO LANDLORD AT LEAST SIX (6) MONTHS PRIOR
TO THE TERMINATION DATE, (b) AT THE TIME OF THE TERMINATION NOTICE, TENANT SHALL
NOT BE IN DEFAULT UNDER THIS LEASE AFTER EXPIRATION OF APPLICABLE CURE PERIODS,
AND (c) WITHIN FOURTEEN (14) DAYS OF TENANTS DELIVERY OF THE TERMINATION NOTICE
TO LANDLORD, TENANT SHALL PAY A TERMINATION FEE ("TERMINATION FEE") EQUAL TO THE
UNAMORTIZED PRINCIPAL BALANCE, AS OF THE TERMINATION DATE, OF THE (i) TENANT
IMPROVEMENT ALLOWANCE (AND ADDITIONAL ALLOWANCE, IF ANY) ACTUALLY UTILIZED BY
TENANT, AND (ii) THE BROKERAGE COMMISSION PAID BY LANDLORD IN CONNECTION WITH
THE LEASE. AMORTIZATION PURSUANT TO THIS ARTICLE 34 SHALL BE CALCULATED ON A TEN
(10) YEAR AMORTIZATION SCHEDULE COMMENCING AS OF THE COMMENCEMENT DATE BASED
UPON EQUAL MONTHLY PAYMENTS OF PRINCIPAL AND INTEREST, WITH INTEREST IMPUTED ON
THE OUTSTANDING PRINCIPAL BALANCE AT THE RATE OF TEN PERCENT (10%) PER ANNUM.
HOWEVER, IF TENANT EXERCISES ITS RIGHT OF FIRST OFFER PURSUANT TO ARTICLE 32,
ABOVE, THE TERMINATION FEE SHALL BE INCREASED BY THE UNAMORTIZED PRINCIPAL
BALANCE OF ANY OUT-OF-POCKET SUMS EXPENDED BY LANDLORD IN CONNECTION WITH ANY
SUCH EXPANSION (INCLUDING, WITHOUT LIMITATION, ANY SUMS EXPENDED BY LANDLORD TO
IMPROVE THE FIRST OFFER SPACE AND ANY BROKERAGE COMMISSIONS INCURRED BY LANDLORD
IN CONNECTION WITH SUCH EXPANSION) SUCH AMORTIZATION TO BE CALCULATED OVER ANY
AMORTIZATION PERIOD FROM THE DATE UPON WHICH TENANT'S LEASE OF THE FIRST OFFER
SPACE COMMENCES UNTIL THE DATE OF EXPIRATION OF THE INITIAL TERM, BASED UPON
EQUAL MONTHLY PAYMENTS OF PRINCIPAL AND INTEREST THROUGHOUT SUCH AMORTIZATION
PERIOD, WITH INTEREST IMPUTED ON THE OUTSTANDING PRINCIPAL BALANCE AT THE RATE
OF TEN PERCENT (10%) PER ANNUM.
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It is Sublessors intention to exercise this Termination
Option. By its inclusion here Sublessor is providing both Prime Lessor and
Sublessee with written notification of this absolute intention to terminate and
nothing in this sublease to the contrary shall interfere in any way with
Sublessors ability to timely exercise the Termination Option.
14. SUBLESSOR AND PRIME LESSOR AGREE TO PROVIDE SUBLESSEE WITH ANY
NOTICES OF DEFAULT SERVED ON SUBLESSOR BY PRIME LESSOR.
15. THE FURNITURE AND EQUIPMENT LISTED IN EXHIBIT A
WILL REMAIN WITH THE PREMISES THROUGHOUT THE TERM OF THIS SUBLEASE AND SHALL
HAVE THE RIGHT TO PURCHASE THESE ITEMS AT THE END OF THE LEASE ("PURCHASE
OPTION"). IN ORDER TO EXERCISE THE PURCHASE OPTION, SUBLESSEE MUST FULLY AND
COMPLETELY SATISFY EACH AND EVERY ONE OF THE FOLLOWING CONDITIONS: (a) SUBLESSEE
MUST GIVE SUBLESSOR WRITTEN NOTICE OF ITS INTENTION TO PURCHASE THESE ITEMS ON
OR BEFORE XXXXX 0, 0000, (x) AT THE TIME OF THE NOTICE, SUBLESSEE SHALL NOT BE
IN DEFAULT UNDER THIS LEASE, AND (c) WITHIN FOURTEEN (14) DAYS OF SUBLESSEES
DELIVERY OF THE NOTICE TO SUBLESSOR, SUBLESSEE SHALL DELIVER A CASHIERS CHECK IN
THE AMOUNT OF SIXTY THOUSAND DOLLARS ($60,000.00).
16. Sublessee shall have no rights in respect of the use of the roof
of the Building as provided in Article 4 of the Prime Lease.
17. In any action to enforce the terms of this Sublease,
including any suit by Prime Lessor for the recovery of rent or
possession of the Subleased Premises, the losing party shall
pay the successful party a reasonable sum for attorney's fees
in such suit and such attorney's fees shall be deemed to have
accrued prior to the commencement of such action shall be paid
whether or not such action is prosecuted to judgement.
18. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION
SEEKING SPECIFIC PERFORMANCE OR ANY PROVISION OF THIS LEASE, FOR DAMAGES FOR ANY
BREACH UNDER THIS LEASE, OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT OF REMEDY
HEREUNDER.
19. Sublessee shall have no rights in respect of Article 32 of the
Prime Lease ("Right of First Offer") and Sublessee shall have no right to expand
the size of the Subleased Premises.
20. LATE PAYMENTS. Upon demand of Sublessor, Sublessee shall pay to
Sublessor an amount equal to five cents ($0.05) for each one dollar ($1.00) of
Monthly Rent, which is not paid within five (5) days of the date which such
amount is due and payable.
21. INTEREST ON LATE PAYMENTS. If Sublessee fails to pay when due any
installment of Monthly Rent, Sublessee shall also pay to Sublessor, upon demand,
interest on such unpaid amount at the annual rate equal to the lesser of (I) 3%
plus the rate from time to time announced
Page 6 of 10
by Xxxxx Fargo Bank as its prime (or similar) rate and (ii) the maximum rate
then permitted by applicable law, from the date on which such unpaid amount
first became due and payable until the date same is paid.
22. NOTICE OF ACCIDENTS. Each Party shall give the other and Landlord
notice of any fire, casualty or accident in or about the Subleased Premises or
any other space on the floor of the Building promptly after such party becomes
aware of such event.
23. NON-LIABILITY, INDEMNITY INSURANCE.
(a) Neither Sublessor nor any agent or employee of Sublessor
shall be liable to Subtenant for any death of or injury or damage to Subtenant
or any other person or for any damage to or loss (by theft or otherwise) of any
property of Subtenant or any other person. Subtenant shall indemnify and hold
harmless Sublessor, its employees and agents from and against any and all
claims, losses, liabilities, damages, costs and expenses (including reasonable
attorney's fees) arising from (i) the use, conduct or maintenance by Subtenant,
its agents, employees or contractors of the Subleased Premises or any business
therein or any work or thing whatsoever done, or any condition created in or
about the Subleased Premises during the Term by Subtenant, its agents, employees
or contractors or any time prior to the Commencement Data that Subtenant may
have been given access to the Subleased Premises, (ii) any negligent or
otherwise wrongful act or omission of Subtenant or any of its employees, agents
or contractors, (iii) any failure of Subtenant to perform or comply with all of
the provisions hereof that are applicable to Subtenant and (iv) any obligation
Sublessor may have to indemnify Landlord under the Prime Lease, to the extent
related to the Subleased Premises. In case any action or proceeding be brought
against Sublessor or an employee or agent of Sublessor by reason of any of the
foregoing, Subtenant, upon notice from Sublessor, shall defend such action or
proceeding by counsel chosen by Subtenant who shall be reasonably satisfactory
to Sublessor (and Subtenant's insurance company's counsel shall be deemed
satisfactory to Sublessor). Subtenant or its counsel shall keep Sublessor fully
appraised at all times of the status of such defense and shall not settle same
without the written consent of Sublessor
(b) Subtenant shall, at its sole cost and expense, obtain and
maintain injury and property damage insurance, under a policy of general public
liability insurance in standard form, against claims for bodily injury or death
or property damage occurring in or about the Subleased Premises, effective from
the Commencement Date or earlier date Subtenant enters into possession and
during the Term, with such limits as may be reasonably requested b Sublessor
from time to time, but in no event less than a combined single limit of
$2,000,000 (including excess liability coverage). The policies evidencing such
insurance shall name Sublessor and Landlord as additional insured and shall
provide that the policies shall not be canceled or modified until the insurance
company shall give to Sublessor at least 30 days' prior written notice thereof.
All such policies shall insure Sublessor, Landlord and Subtenant as their
respective interests may appear and shall be issued by an insurance company with
a general policy holder's rating of not less than A and a financial rating of
not less than Class XI as rated in the most recent available "Best's" insurance
reports, and licensed to do business in New York State. Subtenant shall be
permitted to carry such policies using blanket or umbrella coverage. Prior to
the earlier to occur of the Commencement Date or the date Subtenant shall have
access to the Subleased Premises, Subtenant shall furnish to Sublessor a
certificate or certificates in form satisfactory to Sublessor evidencing the
insurance coverage hereby required. At least 20 days prior to the expiration of
the insurance coverage required hereby, Subtenant shall furnish to
Page 7 of 10
Sublessor such certificate or certificates evidencing new or renewed required
coverage. On Subtenant's default in obtaining or delivering any such policy
or policies or certificate or certificates or failure to pay the charges
therefor within 5 days after notice thereof by Sublessor, Sublessor may
secure or pay the charges for any such policy or policies and charge
Subtenant as additional therefor. Sublessor's failure to require said
certificates or to obtain or pay for said policies shall not be a waiver of
any of Sublessor's rights hereunder. The insurance requirement hereof shall
not limit Subtenant's indemnification or other obligations hereunder.
(c) Subtenant agrees to use reasonable efforts to have
included in all of its insurance policies a waiver of the insurer's right of
subrogation against Landlord, Sublessor and others required by the Prime Lease,
if any. If such waiver shall not be, or shall cease to be, obtainable (x)
without additional charge, or (y) at all, then Subtenant shall so notify
Sublessor promptly after learning thereof. In case such waiver can only be
obtained at additional charge, if Sublessor shall so elect and shall pay the
insurer's additional charge therefor, such waiver, agreement or permission shall
be included in the policy. Provided that Subtenant's right of full recovery
under the aforesaid policy or policies are not adversely affected or prejudiced
thereby. Subtenant hereby waives any and all right of recovery it might
otherwise have against Landlord, Sublessor and others, if any, required by the
Prime Lease, their respective servants, agents and employees, for loss or damage
to Subtenant's property, notwithstanding that such loss or damage may result
from the negligence or fault of Landlord, Sublessor or such others as
aforementioned, their respective agents, or employees. If, notwithstanding the
recovery of insurance proceeds by Subtenant for loss, damage or destruction of
its property, Sublessor is liable to Subtenant with respect to such loss, damage
or destruction or is obligated under this Sublease to make replacement, repair
or restoration or payment for such loss, damage or destruction then, provided
Subtenant's right of full recovery under its insurance policies is not thereby
prejudiced or otherwise adversely affected, the amount of the net proceeds of
the Subtenant's insurance against such loss, damage or destruction shall be
offset against Sublessor's liability to the Subtenant therefor, or shall be made
available to the Sublessor to pay for replacement, repair or restoration, as the
case may be.
(d) Subtenant shall also maintain at its own cost and expense:
(i) Workers Compensation and Employer's Liability Insurance in accordance with
the laws of the State of New York; (ii) "All Risk" Property Insurance in an
amount adequate to cover the full replacement cost of all moveable equipment,
fixtures and contents in the Subleased Premises in the event of loss; and (iii)
"All Risk" Property Insurance in an amount to cover the replacement cost of all
of Subtenant's improvements in the Subleased Premises of a permanent nature.
24. ACCESS. Sublessor and its employees and agents and designees shall
have the right to enter the Subleased Premises at reasonable times upon
reasonable notice during business hours and at any time without notice in the
event of an emergency for the making of such repairs or alterations or the
taking of such other actions as Sublessor shall be required or shall have the
right to make (but Sublessor shall have no obligation to Subtenant to make any
repair or alteration) or for the purpose of inspecting the Subleased Premises or
exhibiting it to prospective subtenants thereof or to prospective assignees of
the Prime Lease.
Page 8 of 10
25. NOTICES. All notices and other communications required hereunder or
given in connection herewith, shall be in writing and sent by certified or
registered mail, return receipt requested, or by delivery against receipt, as
follows:
If to Prime Lessor:
Arden Realty
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
If to Sublessor:
MetLife
Attention: Director of Leasing
0 Xxxxxxx Xxxxxx, Xxxx 0XX
Xxx Xxxx, Xxx Xxxx 00000
with a copy to:
Metropolitan Life Insurance Company
Attention: Law Department
0 Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
If to Sublessee:
iNetVersity
Attention: Xxxxxx Xxxx
00000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Each party hereto may specify a new address for notices and copies of
notices by notice to the other party hereto. Except for notice specifying a new
address which shall be deemed given only upon actual receipt, notices shall be
deemed given when delivered or mailed as the case may be.
26. CONSENT OF LANDLORD. The effectiveness of this Sublease is subject
to the consent of Landlord, in writing, to the subletting hereunder. Sublessor
promptly shall request said consent, and Subtenant shall provide all reasonable
information concerning Subtenant that Landlord may request and shall otherwise
reasonably cooperate with Sublessor in connection therewith. If said consent is
not received on or before March 31, 2000 either party shall have the right,
until said consent is received by Sublessor, to terminate this Sublease in which
event this Sublease shall be null and void except that the provisions of
Paragraph 25 hereof shall be and remain in effect.
27. SUBTENANT'S FINANCIAL CONDITION. Subtenant hereby represents that
(i) all financial statements and other financial information previously
delivered to Sublessor or its agents is true and complete; (ii) there has been
no material adverse change in Subtenant's financial condition since the date of
such financial statements and information.
IN WITNESS WHEREOF, the parties have executed this Sublease as of the
day and year first above written.
Page 9 of 10
WITNESS:
METROPOLITAN LIFE INSURANCE COMPANY
This 27th day of March, 2000. By /s/Xxxxxx X. Xxxxxxx
-----------------------
Xxxxxx X. Xxxxxxx
Assistant Vice President
INETVERSITY, INC.
This 27th day of March, 2000. By /s/ Xxxxxx Xxxx
-----------------------
Xxxxxx Xxxx
Chief Executive Officer
ARDEN REALTY LIMITED PARTNERSHIP
This ______day of ______________, 2000. By____________________________
Page 10 of 10
Exhibit A
WESTERN LEARNING CENTER
ITEM MANUFACTURER MODEL NO DIMENSIONS
QUANTITY
AV RACK MOUNT CABINET
VERREX 1
VERREX 1
VERREX 1
SUMMARY FOR 'ITEM' = AV RACK MOUNT CABINET (3 DETAIL RECORDS)
SUM 3
BEVERAGE REFRIGERATOR
BEVERAGE AIR 52WX78-5/8X30D 1
SUMMARY FOR 'ITEM' = BEVERAGE REFRIGERATOR (1 DETAIL RECORD)
SUM 1
BOOKCASE
MERIDIAN 46-3615-OB-55 15DX36WX55-1/2H 1
SUMMARY FOR 'ITEM' = BOOKCASE (1 DETAIL RECORD)
SUM 1
BOOKSHELF
MERIDIAN 36WX15DX28H 4
SUMMARY FOR 'ITEM' = BOOKSHELF (1 DETAIL RECORD)
SUM 4
CHAIR STOOL
XXXXXX S88H480ABL 2
SUMMARY FOR 'ITEM' = CHAIR STOOL (1 DETAIL RECORD)
SUM 2
COAT RACK
QUARTET 48"WX13-1/4"DX62-1/8" 1
H
QUARTET 36"WX62-1/2H 1
QUARTET 48"WX13-1/4"DX62-1/8" 2
H
QUARTET 24W 1
SUMMARY FOR 'ITEM' = COAT RACK (4 DETAIL RECORDS)
SUM 5
COMPUTER
DELL OPTIPLEX 5166 1
THURSDAY, FEBRUARY 17, 2000
PAGE 1 OF 10
ITEM MANUFACTURER MODEL NO DIMENSIONS
QUANTITY
SUMMARY FOR 'ITEM' = COMPUTER (1 DETAIL RECORD)
SUM 1
DESK - RECEPTION
(ATYPICAL) 95-9/16DX117W 1
SUMMARY FOR 'ITEM' = DESK - RECEPTION (1 DETAIL RECORD)
SUM 1
DESK CHAIR
XXXXXX G88G48AA MET 1
XXXXXX G88G48AA MET 5
XXXXXX G88G48AA MET 32
XXXXXX G88G48AA MET 10
XXXXXX G88G48AA MET 35
XXXXXX G88G48AA MET 33
XXXXXX G88G48AA MET 1
XXXXXX G88G48AA MET 2
XXXXXX G88G48AA MET 1
XXXXXX G88G48AA MET 1
XXXXXX G88G48AA MET 1
XXXXXX G88G48AA MET 1
SUMMARY FOR 'ITEM' = DESK CHAIR (12 DETAIL RECORDS)
SUM 123
DISHWASHER
GE 1
SUMMARY FOR 'ITEM' = DISHWASHER (1 DETAIL RECORD)
SUM 1
EASY CHAIR
METRO STYLE: 910 4
METRO STYLE: 910 1
METRO STYLE: 910 4
SUMMARY FOR 'ITEM' = EASY CHAIR (3 DETAIL RECORDS)
SUM 9
FILE - PED
MERIDIAN F-16-1522-BBF 22DX15WX26-7/8H 7
MERIDIAN F-16-1522-BBF 22DX15WX26-7/8H 10
THURSDAY, FEBRUARY 17, 2000
PAGE 2 OF 10
ITEM MANUFACTURER MODEL NO DIMENSIONS
QUANTITY
MERIDIAN 22DX15WX26-7/8H 1
SUMMARY FOR 'ITEM' = FILE - PED (3 DETAIL RECORDS)
SUM 18
FILE - VERTICAL
ALLSTEEL 14-3/4WX28-1/4X60H 1
MERIDIAN 15WX20DX26-3/4H 1
SUMMARY FOR 'ITEM' = FILE - VERTICAL (2 DETAIL RECORDS)
SUM 2
FOLDING TABLE
30X72 1
SUMMARY FOR 'ITEM' = FOLDING TABLE (1 DETAIL RECORD)
SUM 1
ICE DISPENSER
HOSHIZAKI DCM-450BAE 1
AMERICA, INC
SUMMARY FOR 'ITEM' = ICE DISPENSER (1 DETAIL RECORD)
SUM 1
KEYBOARD
DELL KEYBOARD 1
SUMMARY FOR 'ITEM' = KEYBOARD (1 DETAIL RECORD)
SUM 1
LATERAL FILE
MERIDIAN 30WX20DX29H 1
MERIDIAN 36WX19/78DX28H 2
MERIDIAN 42WX19-7/8DX28 1
MERIDIAN 36WX20DX29H 2
SUMMARY FOR 'ITEM' = LATERAL FILE (4 DETAIL RECORDS)
SUM 6
MAIL SCALE
PITNEY XXXXX 5820 1
SUMMARY FOR 'ITEM' = MAIL SCALE (1 DETAIL RECORD)
SUM 1
MAIL SORTER
CHARNSTROM 36WX12-3/8DX16-1/2H 2
SUMMARY FOR 'ITEM' = MAIL SORTER (1 DETAIL RECORD)
SUM 2
THURSDAY, FEBRUARY 17, 2000
PAGE 3 OF 10
ITEM MANUFACTURER MODEL NO DIMENSIONS
QUANTITY
MICROPHONE STANDS
ATLAS SOUND 2283 4
ATLAS SOUND 2283 4
ATLAS SOUND 2283 4
SUMMARY FOR 'ITEM' = MICROPHONE STANDS (3 DETAIL RECORDS)
SUM 2
MICROPHONES
SHURE SM58 4
SHURE SM58 4
SHURE SM58 4
SUMMARY FOR 'ITEM' = MICROPHONES (3 DETAIL RECORDS)
SUM 2
MICROWAVE OVEN
GE JEM25WV 003 1
SUMMARY FOR 'ITEM' = MICROWAVE OVEN (1 DETAIL RECORD)
SUM 1
MODEMS
3COM/US ROBOTICS 5686 UNOPENED BOX 3
SUMMARY FOR 'ITEM' = MODEMS (1 DETAIL RECORD)
SUM 3
MONITOR
COMPAQ V50 1
NOKIA 447ZA IN BOX 1
MULTIGRAPH
NOKIA 447ZA UNOPENED BOX 1
MULTIGRAPH
SUMMARY FOR 'ITEM' = MONITOR (3 DETAIL RECORDS)
SUM 3
OTTOMAN
XXXX XXXXXXXXXX 22X22X18 6
XXXX XXXXXXXXXX 22X22X18 3
XXXX XXXXXXXXXX 22X22X18 8
XXXX XXXXXXXXXX 22X22X18 6
XXXX XXXXXXXXXX 22X22X18 6
XXXX XXXXXXXXXX 22X22X18 3
XXXX XXXXXXXXXX 22X22X18 9
THURSDAY, FEBRUARY 17, 2000
PAGE 4 OF 10
ITEM MANUFACTURER MODEL NO DIMENSIONS
QUANTITY
XXXX XXXXXXXXXX 22X22X18 18
XXXX XXXXXXXXXX 22X22X18 1
SUMMARY FOR 'ITEM' = OTTOMAN (9 DETAIL RECORDS)
SUM 60
PED CHAIRS
XXXXXXX 20
SUMMARY FOR 'ITEM' = PED CHAIRS (1 DETAIL RECORD)
SUM 20
PHONE MAIL SYSTEM
XXXX 0
SUMMARY FOR 'ITEM' = PHONE MAIL SYSTEM (1 DETAIL RECORD)
SUM 1
PHONE SYSTEM
SIEMENS 1
SUMMARY FOR 'ITEM' = PHONE SYSTEM (1 DETAIL RECORD)
SUM 1
PODIUM
1
1
1
SUMMARY FOR 'ITEM' = PODIUM (3 DETAIL RECORDS)
SUM 3
POSTAGE MACHINE
PITNEY XXXXX E600 1
SUMMARY FOR 'ITEM' = POSTAGE MACHINE (1 DETAIL RECORD)
SUM 1
POWERSTRIP
ACCO 1
SUMMARY FOR 'ITEM' = POWERSTRIP (1 DETAIL RECORD)
SUM 1
PROJECTION SCREEN
DA-LITE 80WX59-12 1
DA-LITE 80WX59-12 1
DA-LITE 80WX59-12 1
THURSDAY, FEBRUARY 17, 2000
PAGE 5 OF 10
ITEM MANUFACTURER MODEL NO DIMENSIONS
QUANTITY
SUMMARY FOR 'ITEM' = PROJECTION SCREEN (3 DETAIL RECORDS)
SUM 3
REFRIGERATOR
HOSHIZAKI RH-1-SSA 1
AMERICA, INC
SUMMARY FOR 'ITEM' = REFRIGERATOR (1 DETAIL RECORD)
SUM 1
SHELF
KWIKFILE 48WX15DX17-1/4H 4
SUMMARY FOR 'ITEM' = SHELF (1 DETAIL RECORD)
SUM 4
SIDE CHAIR
XXXXXX N94F50 55
XXXXXX N94F50 1
XXXXXX N94F50 1
XXXXXX N94F50 1
XXXXXX N94F50 3
SUMMARY FOR 'ITEM' = SIDE CHAIR (5 DETAIL RECORDS)
SUM 61
SLED CHAIR
XXXXXX N95E80 LOW BACK/SMALL 1
SCALE
XXXXXX N95E80 LOW BACK/SMALL 1
SCALE
XXXXXX N95E80 LOW BACK/SMALL 2
SCALE
XXXXXX N95E80 LOW BACK/SMALL 2
SCALE
XXXXXX N95E80 LOW BACK/SMALL 4
SCALE
XXXXXX N95E80 LOW BACK/SMALL 4
SCALE
SUMMARY FOR 'ITEM' = SLED CHAIR (6 DETAIL RECORDS)
SUM 14
SOFTBOARD
MICROFIELD 203 1
GRAPHICS,INC
MICROFIELD 203 1
GRAPHICS,INC
MICROFIELD 203 1
GRAPHICS,INC
SUMMARY FOR 'ITEM' = SOFTBOARD (3 DETAIL RECORDS)
SUM 3
STEEL STORAGE SHELING
THURSDAY, FEBRUARY 17, 2000
PAGE 6 OF 10
ITEM MANUFACTURER MODEL NO DIMENSIONS
QUANTITY
42WX19-1/4DX87H 3
42WX24DX30H 4
36WX24DX30H 4
48WX19-1/4DX87H 8
42WX24DX87H 3
35WX19-1/4DX87H 1
42WX19-1/4DX87H 2
SUMMARY FOR 'ITEM' = STEEL STORAGE SHELING (7 DETAIL RECORDS)
SUM 25
STOOL
RUBBERMAID 1
SUMMARY FOR 'ITEM' = STOOL (1 DETAIL RECORD)
SUM 1
TABLE
(ATYPICAL) 26WX26DX28-1/2H 1
(ATYPICAL) 41" DIAM 1
(ATYPICAL) 41" DIAM 1
CHARNSTROM 48WX36DX35-1/4H 2
KWIKFILE 48WX30D 4
VECTA 60" DIAM 1
VECTA 30X60 2
VECTA 30X60 16
VECTA 30X60 16
VECTA 30X60 17
VECTA 30X60 2
VECTA 54" DIAM 1
VECTA 54" DIAM 1
VECTA 30X60 9
VECTA 42X84 4
VECTA
VECTA 60" DIAM 1
VECTA 48X84 1
THURSDAY, FEBRUARY 17, 2000
PAGE 7 OF 10
ITEM MANUFACTURER MODEL NO DIMENSIONS
QUANTITY
VECTA 48X84 1
SUMMARY FOR 'ITEM' = TABLE (19 DETAIL RECORDS)
SUM 81
TACKBOARD
36WX24H 1
24X36 1
48W36H 2
36HX24W 1
SUMMARY FOR 'ITEM' = TACKBOARD (4 DETAIL RECORDS)
SUM 5
TELEPHONE
SIEMENS 69667 1
SUMMARY FOR 'ITEM' = TELEPHONE (1 DETAIL RECORD)
SUM 1
VIDEO PROJECTOR
ELECTROHOME 8500 1
ELECTROHOME 8500 1
ELECTROHOME 8500 1
SUMMARY FOR 'ITEM' = VIDEO PROJECTOR (3 DETAIL RECORDS)
SUM 3
WALL TRACK BOARDS
VECTA 30-1/4WX42-1/4H 6
VECTA 30-1/4WX42-1/4H 3
VECTA 30-1/4WX42-1/4H 3
VECTA 30-1/4WX42-1/4H 6
VECTA 30-1/4WX42-1/4H 3
VECTA 30-1/4WX42-1/4H 6
SUMMARY FOR 'ITEM' = WALL TRACK BOARDS (6 DETAIL RECORDS)
SUM 27
WALL TRACK KIT
VECTA 96L 3
VECTA 96L 9
VECTA 96L 3
VECTA 96L 3
THURSDAY, FEBRUARY 17, 2000
PAGE 8 OF 10
ITEM MANUFACTURER MODEL NO DIMENSIONS
QUANTITY
SUMMARY FOR 'ITEM' = WALL TRACK KIT (4 DETAIL RECORDS)
SUM 18
WHITE BOARD
72WX48H 1
SUMMARY FOR 'ITEM' = WHITE BOARD (1 DETAIL RECORD)
SUM 1
WORIK SURFACES
30-3/4X85-1/2 1
SUMMARY FOR 'ITEM' = WORIK SURFACES (1 DETAIL RECORD)
SUM 1
WORK SURFACE
152WX34D 1
170WX34D 1
65WX24D 2
152-1/2WX31-1/2D 1
85WX24D 1
95WX30-3/4D 1
65-7/8WX30D 1
85WX30-1/8D 1
72WX24D 2
SUMMARY FOR 'ITEM' = WORK SURFACE (9 DETAIL RECORDS)
SUM 11
WORK SURFACES
30-3/4X76W 1
30-3/4X75-1/8 1
SUMMARY FOR 'ITEM' = WORK SURFACES (2 DETAIL RECORDS)
SUM 2
WORKSTATION CUBES
XXXXXXX PREMISE 36X24 4
XXXXXXX PREMISE 36X24 4
XXXXXXX PREMISE 24X24 1
XXXXXXX PREMISE 30WX18
XXXXXXX PREMISE 24X24 1
THURSDAY, FEBRUARY 17, 2000
PAGE 9 OF 10
ITEM MANUFACTURER MODEL NO DIMENSIONS
QUANTITY
SUMMARY FOR 'ITEM' = WORKSTATION CUBES (5 DETAIL RECORDS)
SUM 10
WORKSTATIONS
XXXXXXX RACE 12
SUMMARY FOR 'ITEM' = WORKSTATIONS (1 DETAIL RECORD)
SUM 12
GRAND TOTAL 585
THURSDAY, FEBRUARY 17, 2000
PAGE 10 OF 10
EXHIBIT B
All parties agree that the following items shall be deleted from the inventory
list:
QTY. MANUFACTURER DESCRIPTION DIMENSIONS
4 Meridian Bookshelf 36W x 15D x 28H
3 Meridian File-Ped F16-1522-BBF 22D x 15W x 26-7/8H
1 Folding Table 30 x 72
1 Pitney Xxxxx 5820 Mail Scale
2 Charnstrom Mail Sorter 36W x 12-3/8D x 16-1/2H
3 3Com/US Robotics Modems
2 Kwikfile Shelf 48W x 16D x 17-1/4H
4 Steel Storage Shelving 42W x 24D x 30H
4 Steel Storage Shelving 36W x 24D x 30H
1 Work Surface 30-3/4H x 76W
1 Work Surface 30-3/4H x 75-1/8W
WITNESS:
METROPOLITAN LIFE INSURANCE COMPANY
This ______day of ______________, 2000. By____________________________
Xxxxxx X. Xxxxxxx
Assistant Vice President
INETVERSITY, INC.
This ______day of ______________, 2000. By____________________________
Xxxxxx Xxxx
Chief Executive Officer
