Exhibit 10.37
SUBLEASE
1. PARTIES
This Sublease dated this 17th day of June, 1999, is made between XXXXXXX
CENTRAL, INC. ("Sublessor" or "SCI") and Healthfield, Inc. ("Sublessee" or
"HFI").
2. MASTER LEASE
Environmental Design International, LTD ("EDI") is the lessee under a
written lease dated December 8, 1993, wherein Resurgens Plaza South
Associates, L.P. ("Lessor") leased to EDI 8,771 r.s.f. of certain real
property located in the City of Atlanta, County of Xxxxxx, State of
Georgia, at 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000. Said
lease is herein referred to as the "EDI Master Lease" and is attached
hereto as Exhibit A. On or about November 22, 1996 EDI entered into a
sublease with SCI for the space covered by the EDI Master Lease, a copy of
which is attached hereto as Exhibit B (the "EDI-SCI Subleased Premises" and
the "EDI-SCI Sublease"). The Parties acknowledge that the current lessor of
the 6600 Building and the EDI Master Lease, through assignment or as
successor to Resurgens Plaza South Associates, LP, is Powers Ferry Landing
West Realty Holding Company, Inc. and the term Lessor as used in this
Sublease shall refer, as applicable, to Powers Ferry Landing West Realty
Holding Company, Inc.
3. PREMISES
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease, the EDI-SCI Subleased Premises.
4. WARRANTY BY SUBLESSOR
Sublessor warrants and represents to Sublessee that it has received no
notice and has no knowledge that the EDI Master Lease has been amended or
modified, and Sublessor warrants and represents that the EDI-SCI Sublease
has not been amended or modified, and that Sublessor is not now, and as of
the commencement of the Term hereof, will not be in default or breach of
any of the provisions of the EDI-SCI Sublease or the EDI Master Lease, that
Sublessor has no knowledge of any claim by Lessor that Sublessor or EDI is
in default or breach of any of the provisions of the EDI Master Lease, and
that, to the best of Sublessor's knowledge, neither Lessor nor EDI is now,
and as of the commencement of the Term hereof, will not be in default or
breach of any of the provisions of the EDI Master Lease or EDI-SCI
Sublease.
5. TERM
The term of this Sublease shall commence on July 17, 1999 and end on the
last day of the month of February, 2001, unless otherwise sooner terminated
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in accordance with the provisions of this Sublease, the EDI-SCI Sublease,
or the EDI Master Lease (the "Term"). Possession of the EDI-SCI Subleased
Premises shall be delivered to Sublessee on the commencement of the Term
and the EDI-SCI Subleased Premises shall be in substantially the same
condition as they are in as of the date of this Sublease; subject to the
foregoing, the EDI-SCI Subleased Premises are hereby leased to Sublessee on
as "AS IS" basis, without requirement for any further improvement thereto
on behalf of Sublessor.
6. RENT
Sublessee shall pay to Lessor as Base Rental, without deduction, set off,
notice, or demand, at the office of Lessor, the sum set forth below, per
month, in advance, on the first day of each month of the Term. If the Term
begins or ends on a day other than the first or last day of the month, the
rent for the partial month shall be prorated on a per diem basis.
July 1999 to February 2000 $10,813.88
March 2000 to February 2001 $11,544.80
In addition to the above, Sublessee shall also pay to Lessor Additional
Rental and all other sums due Lessor under the EDI Master Lease or EDI-SCI
Sublease during the Term to the extent that such Additional Rent is
applicable to the EDI-SCI Subleased Premises and the Term.
7. USE OF SUBLEASED PREMISES
The EDI-SCI Subleased Premises shall be used and occupied only for general
office purposes and for no other use or purpose.
8. ASSIGNMENT AND SUBLETTING
Sublessee shall not assign this sublease or further sublet all or any part
of the EDI-SCI Subleased Premises without the prior written consent of
Sublessor, which consent shall not be unreasonably withheld (and the
consent of EDI and Lessor, if such is required under the terms of the
EDI-SCI Sublease or EDI Master Lease). Notwithstanding anything to the
contrary, but otherwise subject to the terms of the EDI-SCI Sublease and
EDI Master Lease, Sublessee shall have the right to sublet or assign all or
any part of the EDI-SCI Subleased Premises to any Entity with which
Sublessee is related through full or partial common control, ownership or
management; provided, however, that Sublessee shall remain liable for its
obligations under this Sublease.
9. ADDITIONAL PROVISIONS
To the extent of the EDI-SCI Subleased Premises, all applicable terms and
conditions of the EDI-SCI Sublease and EDI Master Lease are incorporated
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into and made a part of this Sublease as if Sublessor were the lessor
thereunder, Sublessee the lessee thereunder, and the EDI-SCI Subleased
Premises the Premises under said EDI-SCI Sublease and EDI Master Lease.
Subject to the express terms of this Sublease, Sublessee assumes and agrees
to perform SCI's obligations under the EDI-SCI Sublease during the Term to
the extent that such obligations are applicable to the EDI-SCI Subleased
Premises and the Term. Neither Sublessor not Sublessee shall commit or
suffer any act or omission that will violate any of the provisions of the
EDI-SCI Sublease or EDI Master Lease. Sublessor shall exercise due
diligence in attempting to cause EDI and Lessor to perform their
obligations under the EDI-SCI Sublease and EDI Master Lease for the benefit
of Sublessee. If the EDI-SCI Sublease or EDI Master Lease terminates, this
Sublease shall terminate and the parties shall be relieved of any further
liability or obligation under this Sublease, provided however, that if the
EDI-SCI Sublease or EDI Master Lease terminates as a result of a default or
breach by Sublessor or Sublessee under this Sublease and/or the EDI-SCI
Sublease or EDI Master Lease, then the defaulting party shall be liable to
the non-defaulting party for the damages suffered as a result of such
termination.
It is expressly understood and agreed, however, that Sublessor may not be
in the position to render any of the services or to perform any of the
obligations required of Sublessor by the terms of this Sublease which are
the responsibility of the Lessor under the EDI Master Lease or EDI under
the EDI-SCI Sublease, and that performance by Sublessor of its obligations
hereunder is conditioned upon due performance by Lessor and EDI of their
obligations under the EDI Master Lease and EDI-SCI Sublease. It is further
understood and agreed, therefore, that notwithstanding anything to the
contrary contained in this Sublease, Sublessor shall not be in default
under this Sublease for failure to render such services or perform such
obligations required of Sublessor by the terms of this Sublease which are
the responsibility of the Lessor or EDI under the EDI Master Lease or
EDI-SCI Sublease, but Sublessor agrees to exercise due diligence to insure
that Lessor and EDI perform said obligations as above provided.
Sublessor and Sublessee shall each promptly provide to the other any notice
they give to or receive from Lessor or EDI under the EDI Master Lease or
EDI-SCI Sublease, or any notice otherwise related to the EDI-SCI Subleased
Premises.
Contemporaneous with the execution of this Sublease, Sublessor and EDI
shall also enter into any Landlord Agreement required by Sublessee's bank,
Finova Capital Corporation. EDI, SCI, and HFI shall also reasonably
cooperate one with the other with respect to any estoppel letters or
related agreements reasonably required by any Parties' bank or other
lender.
10. ATTORNEY'S FEES
If Sublessor or Sublessee shall commence an action against the other
arising out of or in connection with this Sublease, the prevailing party
shall be entitled to recover its costs of suit and reasonable attorney's
fees.
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11. NOTICES
All notices and demands which may or are required or permitted to be given
by any party to another hereunder shall be in writing. All notices and
demands shall be sent by United States Mail, postage prepaid to the address
hereinbelow, or to such other place as a party may from time to time
designate in a notice to the others.
To Sublessor:
Xxxxxxx Central, Inc.
0000 Xxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: General Counsel
To Sublessee:
Healthfield, Inc.
0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Corporate Counsel
To EDI:
Environmental Design International, LTD
000 Xxxxxxxxxx Xxxxx Xxxxxxx, X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx
12. CONSENT BY EDI AND LESSOR
EDI is only a party hereto for the purpose of granting its consent, and
hereby consents to the foregoing Sublease without waiver or release of any
rights of EDI under the EDI Master Lease, the EDI-SCI Sublease, or any
obligations of SCI under said EDI-SCI Sublease. This Sublease is also
subject to and contingent upon the consent of Lessor.
IN WITNESS WHEREOF, we lay our hands the date above first written.
XXXXXXX CENTRAL, INC. HEALTHFIELD, INC.
By: /s/ By: /s/
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Title: General Counsel Title: President and CEO
Consented to by:
ENVIRONMENTAL DESIGN INTERNATIONAL, LTD.
By: /s/
---------------------------
Title: Business Operations Manager and Vice President
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