CONFORMED COPY
Exhibit 10.14
SUBLEASE TERMINATION AGREEMENT
This SUBLEASE TERMINATION AGREEMENT (the "Agreement"), dated as
of December 30, 2004 is between HSBC BANK USA, NATIONAL ASSOCIATION ("Landlord")
and MARVEL ENTERPRISES, INC. ("Tenant").
W I T N E S S E T H:
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WHEREAS, by Sublease dated as of June 9, 2000, between Landlord
and Tenant as amended as of December 1, 2000 and February ___, 2002 (the
"Lease"), Landlord did lease, rent, let and demise unto Tenant 801, 9th floor,
10th floor and 11th floor ("Demised Premises"), in the building ("Building")
located at 0-00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; and
WHEREAS, Landlord and Tenant have agreed to terminate the Lease
upon the terms and conditions hereinafter set forth and the parties have entered
into this Agreement for the purpose of setting forth their respective rights and
obligations with respect to the termination of the Lease.
NOW, THEREFORE, in consideration of the premises, the mutual
terms, covenants and conditions hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby covenant and agree as follows:
1. The term of the Lease shall end on, and the expiration date
shall be, April 30, 2005 ("Lease Expiration Date"), with the same force and
effect as if such date were the date originally fixed in the Lease for the
expiration of the term of the Lease.
2. Tenant shall comply with each and every one of its obligations
under the Lease until the Lease Expiration Date. Tenant acknowledges that
Landlord has heretofore complied with all of its obligations under the Lease.
Tenant's obligation to pay additional rent accruing before, or applicable to a
period ending on, the Lease Expiration Date, and Tenant's indemnification
obligations under paragraph 7 of the Lease shall survive the termination of the
Lease term as provided herein.
As of the date hereof, Tenant shall have no (i) renewal,
expansion, first refusal or any other similar rights under the Lease to extend
the term or change the demised premises, (ii) right to assign, sublet, or
otherwise encumber the Demised Premises or Tenant's interest in the Lease, or
(iii) any right to perform any alterations in the Demised Premises.
3. (a) Tenant hereby covenants and agrees to surrender possession
of the Demised Premises to Landlord , at Tenant's sole cost and expense, no
later than 11:59 P.M. on the Lease Expiration Date (i) vacant and otherwise in
the condition required by the Lease upon expiration of the term thereof; (ii)
free and clear of (x) leases, lettings, subleases, licenses, tenancies and
occupancies created or suffered by Tenant or by anyone claiming through or under
Tenant, and (y) liens and encumbrances, created or suffered by Tenant or by
anyone claiming through or under Tenant; and (iii) otherwise in accordance with
the terms and provisions of the lease pertaining to the surrender of the Demised
Premises upon the expiration of the term of the Lease.
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(b) Landlord shall release the lien being held by Landlord
under the Lease to Tenant (or pursuant to the written direction of Tenant)
promptly after Tenant's compliance with all of its obligations hereunder.
(c) If Tenant does not surrender possession of the Demised
Premises to Landlord in accordance with the terms of this Agreement and the
Lease on or prior to the Lease Expiration Date, Tenant shall be in default under
this Agreement and the Lease and Landlord shall be entitled to (i) deem Tenant
to be holding over in the Demised Premises after the expiration of the term of
the Lease and Landlord shall be entitled to exercise all of the rights and
remedies which are available to a landlord, at law or in equity, against a
tenant holding over after the expiration or termination of the term of a lease,
including, without limitation, the right to institute and prosecute a summary
proceeding for the eviction of Tenant from the Demised Premises; and (ii) such
other rights and remedies which may be provided for in the Lease. Tenant hereby
expressly waives, surrenders and releases any right it may have to obtain so
called "yellowstone" injunction or similar judicial restraint with respect to
any matters affecting the Lease Expiration Date.
(d) If Tenant shall fail to remove any of its personal
property from the Demised Premises on or prior to the Lease Expiration Date, the
same shall, at the option of Landlord, either be deemed abandoned and become the
exclusive property of Landlord, or Landlord shall have the right to remove and
store such personal property, at the expense of Tenant, without further notice
to or demand upon Tenant and hold Tenant responsible for any and all charges and
expenses incurred by Landlord therefore.
(e) Tenant hereby agrees to pay to Landlord, without
offset or deduction or any kind $4,009,460.44 in immediately available funds
drawn on a New York clearing house bank on or before May 1, 2005.
4. Tenant represents that, as of the date hereof, other than
occupancy by Tenant pursuant to the Lease, there are no leases, lettings,
subleases, licenses, tenancies or occupancies, created or suffered by Tenant or
by anyone claiming through or under Tenant affecting or with respect to the
Demised Premises.
5. Each party represents and warrants that it has dealt with no
broker in connection with this Agreement. Each party indemnifies and holds the
other parties harmless from and against any and all costs, claims, losses,
damages, liabilities and expenses (including reasonable attorneys' fees and
disbursements) arising out of (i) the claims of any broker or person claiming to
have dealt with the indemnifying party in connection with this Agreement, or
(ii) any inaccuracy of the foregoing representation.
6. The terms, covenants and conditions contained in this
Agreement shall bind and benefit Landlord and Tenant and their respective
successors and assigns with the same effect as if mentioned in each instance
where a party is named or referred to.
7. Any default by Tenant under this Agreement shall constitute a
default by Tenant under the Lease and shall entitle Landlord to exercise all of
the rights and remedies available to Landlord for any default under the Lease.
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8. Time is of the essence as to the performance of all of the
obligations of Tenant hereunder.
9. This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters stated herein and may not be amended
or modified unless such amendment or modification shall be in writing and signed
by the party against whom enforcement is sought.
10. Landlord's addresses for notices hereunder and under the
Lease shall be: HSBC Bank USA, 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000,
Attention: Facilities Management Group, with a copy to Xxxxxxxx Xxxxx LLP, 000
Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Milan X. Xxxxx, Esq. Tenant's
addresses for notices hereunder shall be as provided for in the Lease. Notices
hereunder shall be given as provided for in the Lease.
11. In the event that any suit or action is instituted to enforce
any provision of this Agreement, the prevailing party shall be entitled to all
costs and expenses of maintaining such suit or action, including reasonable
attorneys' fees.
12. This Agreement may be executed in counterparts, which
counterparts, when taken together, shall constitute one original and complete
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
HSBC BANK USA
By:/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
First Vice President
MARVEL ENTERPRISES, INC.
By:/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Executive Vice President &
Chief Financial Officer
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STATE OF NEW YORK )
: ss.:
COUNTY OF NASSAU )
On the 3rd day of January, in the year 2005, before me, the
undersigned, a Notary Public in and for said State, personally appeared Xxxxxxx
X. Xxxxxxxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by is
signature on the instrument, the individual executed the instrument.
/s/ Xxxxx X. Xxxxxx
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Notary Public
Xxxxx X. Xxxxxx, Notary Public State of New York
No. 01N05030955, Qualified in Nassau County
Commission Expires July, 0000
XXXXX XX XXX XXXX )
: ss.:
COUNTY OF NASSAU )
On the 3rd day of January in the year 2005, before me, the
undersigned, a Notary Public in and for said State, personally appeared Xxxxxxx
X. Xxxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual executed the instrument.
/s/ Xxxxxx Xxxxx Xxxx
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Notary Public
Xxxxxx Xxxxx Xxxx, Notary Public State of New York
No. 00-0000000, Qualified in New York County
Commission Expires April 27, 2006
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