EXHIBIT 10.43
SUBLEASE AGREEMENT
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This Sublease made the ____ day of January, 1997 (this "Sublease") by and
between GEMINI AIR CARGO, LLC, a Delaware limited liability company, as
successor-in-interest to Potomac Financial Group, L.L.C. (hereinafter called
"Sublandlord"), and RMS INTERNATIONAL, INC., a Virginia corporation (hereinafter
called "Subtenant").
WITNESSETH:
WHEREAS, Sublandlord, as lessee, entered into that certain Lease dated as
of October 26, 1995 with Reston Plaza Office L.L.C., as successor-in-interest to
Aetna Life Insurance Company, as lessor (hereinafter called "Prime Landlord"),
for the lease of certain premises on the second floor of Prime Landlord's
building known as Reston Plaza II, located at 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx
000, Xxxxxx, Xxxxxxxx 00000 containing approximately 3,723 square feet (the
"Premises") per Exhibit "B" attached to this agreement, to which lease
(hereinafter the "Prime Lease") reference is hereby made as if the same were
fully set forth herein:
WHEREAS, the parties to this Sublease have agreed that Sublandlord shall
sublet the Presmises to Subtenant.
NOW, THEREFORE, in consideration of the covenants set forth herein, the
parties covenant and agree as follows:
1. Premises: Term. Sublandlord hereby subleases the Premises to Subtenant
for a term ("Term") commencing on January 21, 1997 (the "Sublease Commencement
Date") and ending at 11:59 p.m. E.S.T. on November 30, 2000 (the "Sublease
Expiration Date"), unless sooner terminated in accordance herewith. Sublandlord
has painted the interior walls of the Premises, and agrees to shampoo and clean
the carpet; otherwise, Subtenant hereby accepts the Premises in their "as-is"
condition.
2. Termination. Upon the expiration or sooner termination of the Prime
Lease for any reason, or upon the surrender of the Prime Lease by Sublandlord to
the Prime Landlord, at Prime Landlord's option, this Sublease Agreement and
Subtenant's rights hereunder shall terminate as of the date of such expiration,
termination or surrender, as the case may be, and the Subtenant shall vacate the
Premises on such date.
3. Rent. Subtenant shall pay to Sublandlord an annual rental at the rate
of ________________ per annum ("Basic Rent"), in equal monthly installments of
______________ month ("Basic Monthly Rent"), plus the Additional Rent as
hereinafter defined in paragraph 4 below (the Additional Rent and the Basic Rent
hereinafter collectively referred to as "Rent"). The first installment of Basic
Monthly Rent shall be due and payable upon the execution hereof. On each
anniversary of the Sublease Commencement Date, the Basic Rent shall be increased
by an amount equal to three percent (3%) of the Basic Rent in effect during the
preceding Lease Year. Except as otherwise provided herein, Subtenant shall pay
the Rent in equal monthly installments in advance on the first day of each and
every month during the Term. In the event that at any time during the Term
Subtenant shall have a claim against Sublandlord,
subtenant shall have no right to deduct the amount allegedly owed Subtenant from
the Rent or other sums payable to Sublandlord hereunder, it being understood and
agreed that Subtenant's sole remedy in such event shall be to institute an
independent action against Sublandlord therefor.
4. Additional Rent. Subtenant shall pay for (i) increase in Basic Rent as
set forth in paragraph 3, (ii) Tenant's Share of Property Taxes pursuant to
Article 10 of the Prime Lease, (iii) Tenant's Share of Operating Costs pursuant
to Article 9 of the Prime Lease, (iv) any other additional rent or other sums
charged to Sublandlord pursuant to the Prime Lease. If Subtenant procures any
additional services from the Prime Landlord, Subtenant shall pay for same at the
rates charged by the Prime Landlord and shall make such payments as Prime
Landlord may direct. All sums payable by Subtenant under this paragraph 4 shall
be deemed "Additional Rent" and shall be collectable as such.
5. Services. Except as otherwise provided herein, the only services or
rights to which Subtenant is entitled under this Sublease Agreement are those to
which Sublandlord is entitled as lessee under the Prime Lease and subtenant will
look solely to Prime Landlord for all such services and rights.
6. Permitted Uses. The Premises shall be used for general office purposes
and related uses only and for no other purpose. Subtenant shall not use or
occupy the Premises, nor permit the Premisaes to be used or occupied, for any
illegal purposes or in any unlawful or illegal manner nor in any manner to
create any nuisance or trespass.
7. Compliance: Indemnification. Subtenant shall neither cause nor suffer
any act or omission that would cause the Prime Lease to be terminated or
forfeited because of any right of termination or forfeiture reserved or vested
in the Prime Landlord, and Subtenant will indemnify, defend and hold sublandlord
harmless from and against all claims of any kind by reason of any breach or
default on the part of or by Subtenant or any of Subtenant's officers, agents,
employees, contractors, invitees or licensees, by reason of which the Prime
Lease may be terminated or forfeited. Subtenant represents that is has read and
is familiar with the terms of the Prime Lease.
8. Hold Harmless. Subtenant hereby agrees to indemnify, defend and hold
Prime Landlord and Sublandlord harmless from and against all costs, damages,
claims, liabilities and expenses (including, without limitation, attorneys'
fees) suffered by or claimed against Sublandlord, directly or indirectly, based
on, arising out of or resulting from (i) Subtenant's use and occupancy of the
Premises or the business conducted by Subtenant therein, (ii) any act or
omission by subtenant or Subtenant's agents, officers, employees, contractors,
invitees or licensees, or (iii) any breach or default by Subtenant in the
performance or observance of its covenants or obligations under this Sublease
(including the covenants and obligations of the Subtenant under the Prime Lease
as incorporated herein).
9. Assignment: Subletting. Subtenant shall not assign this Sublease or
sublet the Premises in whole or in part, and shall not permit Subtenant's
interest in this Sublease to be encumbered or vested in any third party by
operation of law or otherwise.
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10. Notices. Any notice or demand which either party may or must give to
the other under this Sublease Agreement shall be in writing and delivered
personally or sent by registered or certified mail addressed if to Sublandlord
as follows:
For U.S. Mail: For Federal Express and UPS:
Gemini Air Cargo, LLC Gemini Air Cargo, LLC
X.X. Xxx 00000 000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx Dulles International Airport Washington Dulles International Airport
Washington, D.C. 20041-6254 Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxx X. Xxxxxxx Attn: Xxxxxx X. Xxxxxxx
and if to Subtenant, prior to the Sublease and if to Subtenant, after the Sublease
Commencement date, as follows: Commencement date, as follows:
RMS INTERNATIONAL, INC. RMS INTERNATIONAL, INC.
0000 Xxxx Xxxxx, Xxxxx 000 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000 Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx, President Attn: Xxxxxxx Xxxxx, President
with a copy to:
Xxxxxx X. Xxxxxxxxxxx
00000 Xxx Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Either party may, by notice in writing, direct that future notices or demands by
sent to a different address. Notice shall be deemed to have been given when
received by the party to whom addressed (on the date upon which delivery is
refused, as the case may be).
11. No Partnership. Nothing herein contained in this Sublease Agreement
shall be deemed or construed as creating the relationship of principal and agent
or of partnership or joint venture between the parties hereto; it being
understood and agreed that no act of the parties hereto shall be deemed to
create any relationship other than that of Sublandlord and Subtenant.
12. Insurance. Subtenant agrees to maintain casualty and liability
insurance coverage with respect to the Premises and with limits of liability and
deductibles as required under the Prime Lease. Prior to the Sublease
Commencement Date, Subtenant shall provide Sublandlord with a certificate of
insurance evidencing such insurance coverage.
13. Incorporation. Except as may be inconsistent with the terms of this
Sublease Agreement, which is subject and subordinate to the Prime Lease, all the
terms, covenants and conditions of the Prime Lease, excepting the provisions
contained therein with respect to (a) the Security Deposit, (b) any options to
renew the Term, or (c) any options to cancel the Prime Lease, shall be
applicable to this Sublease Agreement with the same force and effect as if
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Xxxxxxxxxxx were the lessor under the Prime Lease and Subtenant were the lessee
thereunder; and in case of any breach by Subtenant, Sublandlord shall have all
the rights against Subtenant as would be available to the lessor against the
lessee under the Prime Lease if such breach were by the lessee thereunder. In
addition to the rights and remedies set forth in the Prime Lease, Sublandlord
shall in addition, upon the occurrence of any breach by Subtenant and the
failure to cure the same on or before the expiration of three (3) days notice
thereof, be entitled to recover from Subtenant the cost of the removal of
Subtenant and Subtenant's property from the Premises.
14. Binding Agreement. The covenants and agreements herein contained shall
bind and inure to the benefit of Sublandlord, subtenant, and their respective
executors, administrators, successors and assigns; however, this provision shall
not be deemed to authorize any violation of Section 9 thereof.
15. Complete Agreement. All prior understandings and agreements between the
parties are merged within this Sublease Agreement (including the attached
Exhibit A), which alone fully and completely sets forth the understanding of the
parties, and this Sublease may not be changed or terminated orally or in any
manner other than by an agreement in writing and signed by the party against
whom enforcement of the change or termination is sought.
16. Security Deposit. Upon the execution hereof, Subtenant shall deliver to
Sublandlord a security deposit in the amount of Seventeen Thousand Two Hundred
Eighteen and 88/100 Dollars ($17,218.88) (the "Security Deposit") as security
for the payment and performance by Subtenant of all of its obligations,
covenants, conditions and agreements hereunder. The Security Deposit shall not
be considered a prepayment of rent or a limit on Subtenant's liability under the
Sublease or as liquidated damages. If there is an event of default by Subtenant
hereunder, Sublandlord shall have the right, but shall not be obligated, to
apply the Security Deposit as is reasonably necessary to cure such default, in
which event Subtenant shall be obligated to promptly deliver to Sublandlord the
cash amount necessary to restore the Security Deposit to its original amount,
and Subtenant's failure to do so within ten (10) days after notice of demand
therefor from Sublandlord shall constitute an Event of Default under the Lease
entitling Sublandlord without further notice of all of its remedies under the
Lease; provided, however, such default and Subtenant's liability under the Lease
shall thereby be discharged only pro tanto and Subtenant shall remain liable for
any amounts that said Security Deposit shall be insufficient to pay. Sublandlord
agrees to return the Security Deposit to Subtenant within fifteen (15) days of
the Sublease Expiration Date. In addition, Sublandlord agrees to pay Subtenant
all accrued interest collected on the Security Deposit, net of taxes.
17. Brokers. Upon execution of this Sublease by both parties, Sublandlord
shall pay Xxxxxx X. Xxxxxxx and The Xxxxx Xxxxxxx Company a commission as set
forth in a separate agreement between Sublandlord and said brokers, for
brokerage services rendered to Sublandlord in this transaction. Except as
aforesaid, the parties represent and warrant to each other that they have dealt
with no other broker or finders in connection with this transaction.
18. Prime Landlord's Consent. It is understood and agreed by the parties
hereto that acceptance of this Sublease by the Sublandlord shall be subject to
the consent of the Prime Landlord pursuant to Section 20 of the Prime Lease.
Subtenant shall use best efforts to
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cooperate with Sublandlord to provide the information required by Prime Landlord
with respect to this Sublease. Sublandlord hereby acknowledges to Prime Landlord
that, notwithstanding this Sublease, Sublandlord shall in no way be released or
relieved, in whole or part, from Sublandlord's covenants as "Tenant" under the
Prime Lease. In the event Prime Landlord refuses to consent to this Sublease,
then upon ten (10) days following written notice thereof from Sublandlord,
Subtenant shall vacate the Premises. Notwithstanding the foregoing, in the event
that Subtenant fails to vacate the Premises, within such ten (10) days period
(i) Prime Landlord or Sublandlord may forthwith re-enter and take possession of
said Premises, and (ii) Subtenant shall pay Landlord an amount equal to twice
the monthly payment of Basic Monthly Rent in effect immediately prior to the
expiration of the Term, for the period in which Subtenant occupies the Premises
after the expiration of such notice; provided, however, the foregoing shall not
be deemed to limit Subtenant's liability arising from any wrongful holding
over.
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IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
executed as of the day and year first above written.
WITNESS: SUBLANDLORD:
GEMINI AIR CARGO, LLC
By: [Seal]
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Its: President~
ATTEST: SUBTENANT:
RMS INTERNATIONAL, INC.
By: By:
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Its: Vice President Its:
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[Corporate Seal]
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CONSENT OF PRIME LANDLORD
Reston Plaza Office L.L.C., owner of the Premises hereinabove subleased and
Prime Landlord under the Prime Lease, in accordance with the provisions of
Section 20 of the Prime Lease hereby consents to this Sublease Agreement upon
the terms stated herein, and such approval is being issued on the condition that
Gemini air Cargo L.L.C. will not be relieved from primary liability for all
obligations of the Tenant under the Prime Lease Agreement and on the condition
that this approval does not amend or modify the actual terms of the Prime Lease
in any manner.
WITNESS: PRIME LANDLORD:
RESTON PLAZA OFFICE, L.L.C.
By: LaSalle Advisors Limited
Partnership, Advisor and Duly
Authorized Agent
By:
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Name: Xxxxx X. Xxxxx
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Title: Vice President
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By:
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Name: ___________ X. Xxxx
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Title: Principal
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