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EXHIBIT 10.13
[Company Logo]
Global Services Operation
General Electric Company
Property & Logistics Services
0000 Xxx Xxxx Xxxx.
Independence, OH 44131
July 15, 1997
Mr. Xxxxxx Xxxxx
Entex Information Services, Inc.
0 Xxxxxxxxxxxxx Xxxxx
Xxx Xxxxx, Xxx Xxxx 00000
Re: Sublease dated June 6, 1997 between General
Electric Company and Entex Information Services,
Inc.
Dear Xx. Xxxxx
In light of the delays that have occurred in obtaining the landlord's
consent to the above-referenced Sublease, this letter confirms the following
agreement between General Electric Company and Entex Information Services, Inc.:
1. The term of the Sublease, and Xxxxxxxxx's obligation to pay rent, shall
commence on the later of (a) August 1, 1997 and (b) the date on which
the landlord delivers to General Electric Company a signed copy of the
Consent to Sublease and General Electric Company, in turn, delivers such
signed copy to Entex.
2. The provisions of Paragraph 15 of the Sublease are deleted and General
Electric Company and Entex Information Services, Inc. each waive any
claim that the Sublease is ineffective based upon the provisions of said
Paragraph 15.
3. Except as set forth in items 1 and 2 above, all terms and conditions of
the Sublease are reaffirmed.
Please confirm your agreement to the foregoing provisions by
countersigning this letter in the appropriate place below.
Very truly yours,
General Electric Company
By: /s/ X. XXXXXX
------------------------------------
Title: Region Mgr
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Entex Information Services, Inc.
By:/s/ Xxxx Xxxxxxxxx
Title: EVP, Operations
Re: Sublease dated June 6, 1997 between General Electric Company and Entex
Information Services, Inc.
Attachment to letter dated July 15, 1997 addressed to Mr. Xxxxxx Xxxxx
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SUBLEASE
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THIS SUBLEASE, made and entered into as of the 6th day of June, 1997, by
and between GENERAL ELECTRIC COMPANY, a New York corporation having an office
and place of business at Two Corporate Drive, 6th Floor - CS&DO, P.0. Box 861,
Shelton, Connecticut 06484, hereinafter called "GE", and ENTEX INFORMATION
SERVICES, INC., a Delaware corporation, having an office and principal place of
business at 0 Xxxxxxxxxxxxx Xxxxx, Xxx Xxxxx, Xxx Xxxx 00000, hereinafter called
"Sublessee".
W I T N E S S E T H :
WHEREAS, by a certain written lease agreement dated February 15, 1995
("Master Lease"), Royal Executive Park II (hereinafter called "Owner") leased to
GE those certain premises ("Premises") consisting of 3,808 square feet of net
rentable space on the first floor of the building ("Building") located at and
commonly known as 0 Xxxxxxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxxx Xxxxxx, New York
which, together with such other improvements and appurtenances therein
mentioned, are more particularly described in said Master Lease; and
WHEREAS, Sublessee desires to sublease and hire from GE, and GE is
willing to sublet to Sublessee, the entire Premises as described in said Master
Lease ("Sublease Premises"), on the terms and conditions more particularly
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
agreements herein contained, GE and Sublessee agree as follows:
1. GE, for and in consideration of the rents and covenants specified to
be paid, performed and observed by Sublessee, does hereby sublease to Sublessee
the
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aforementioned Sublease Premises for the term and according to the covenants and
conditions contained herein.
2. This Sublease shall be for a term commencing on the 16th day of June,
1997 and terminating on the 29th day of April, 2000.
3. Sublessee shall pay to GE as rent for said Sublease Premises the sum
of Sixty-Six Thousand Six Hundred Forty and 00/100 Dollars ($66,640.00) per
annum, payable in equal monthly installments of Five Thousand Five Hundred
Fifty-Three and 33/100 Dollars ($5,553.33) in advance on the first day of each
and every month during the term hereof. In addition, Sublessee shall promptly
pay to GE: (a) four and 32/100ths per cent (4.32%) of Landlord's Expenses (as
defined in Section 4.2 of the Master Lease); (b) the cost of electric power for
Sublessee's use as provided in Section 5 (c) of the Master Lease, which cost is
presently $714.00 per month, but is subject to adjustment in accordance with the
terms of the Master Lease; and (c) any payments which may be required to be made
by GE to Owner pursuant to the Master Lease, and which are solely for the
benefit of Sublessee, except those payments set forth in Section 10 (b) of the
Master Lease and any other payments specifically excluded by the terms of this
Sublease or which cover a period prior to the commencement date of this
Sublease. For purposes of determining Sublessee's additional rent obligation
under clause (a) of the preceding sentence, the term "Base Year" set forth in
Section 4.2 (a)(ii) of the Master Lease shall mean calendar year 1997 for
Operating Expenses and July 1, 1997 through June 30, 1998 for Real Estate Taxes
which are based on a fiscal, and not a calendar, year. Any such payments which
Sublessee is herein required to make which cover a period of time both before
and after the commencement date of this Sublease shall be prorated between the
parties hereto as of the commencement date of this Sublease. Payment of said
rent and additional rent shall be made to GE at its address first above written
or at such other place or to such other party as GE may designate in writing,
without any offset or deduction whatsoever. In addition, if the Master Lease
requires the tenant to make payments of
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real estate taxes and/or utilities which are applicable to the Sublease Premises
directly to the taxing authorities and/or utility companies, as the case may be,
Sublessee shall make such payments in a timely manner and promptly supply GE
with evidence thereof, and such shall be deemed to be additional rent hereunder.
4. The provisions of the Master Lease are, except as otherwise herein
specifically provided, hereby incorporated in this Sublease with the same effect
as if entirely rewritten herein, and shall fix the rights and obligations of the
parties hereto with respect to the Sublease Premises with the same effect as if
GE and Sublessee were, respectively, the landlord and tenant named in the Master
Lease. Sublessee hereby covenants to perform the covenants and undertakings of
GE as tenant under the Master Lease to the extent the same are applicable to the
Sublease Premises during the term of this Sublease, and agrees not to do or
permit to be done any act which shall result in a violation of any of the terms
and conditions of said Master Xxxxx. Sublessee agrees to indemnify and save GE
harmless against and from any and all loss, cost, expense and liability arising
out of or relating to any violation or breach of, or default under, any
provision of the Master Lease caused by any act or omission of Sublessee. Except
as otherwise specifically provided herein, Sublessee is to have the benefit of
the covenants and undertakings of Owner as landlord in the Master Lease to the
extent the same are applicable to the Sublease Premises during the term of this
Sublease. It is expressly understood and agreed, however, that GE is not in the
position to render any of the services or to perform any of the obligations
required of GE by the terms of this Sublease, and that performance by GE of its
obligations hereunder are conditioned upon due performance by Owner of its
corresponding obligations under the Master Lease. It is further understood and
agreed, therefore, that notwithstanding anything to the contrary contained in
this Sublease, GE shall not be in default under this Sublease for failure to
render such services or perform such obligations required of GE by the terms of
this Sublease which are the responsibility of the Owner as landlord under the
Master Lease, but GE
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agrees to take all reasonable measures to insure that Owner performs said
obligations. The term "reasonable measures" shall not include legal action
against Owner for its failure to so perform unless Sublessee agrees to pay all
costs and expenses in connection therewith.
5. The parties agree that the following provisions of the Master Lease
are, for the purposes of this Sublease, hereby deleted: Section 4.1 (Base Rent);
Section 22 (Right to Extend); and Section 23 (Tenant Improvements). The
remaining provisions of said Master Lease shall, for the purposes of this
Sublease and to the extent that same are applicable, remain in full force and
effect as between GE and Sublessee as provided in Paragraph 4 of this Sublease,
except as said provisions have been otherwise amended or modified by this
Sublease. Should there be any conflict between the terms of this Sublease as
specifically set out herein and the terms of the Master Lease which are
incorporated herein by reference, the terms specifically set out herein shall
control.
6. Any holding over by Sublessee beyond April 29, 2000, the expiration
date of this Sublease, shall be deemed unlawful unless expressly consented to by
GE in writing, and GE shall be entitled to any and all remedies in law or in
equity by reason of such unlawful holding over by Sublessee. Sublessee agrees to
indemnify and save GE harmless against and from any and all loss, cost, expense
and liability incurred by GE under the Master Lease by reason of any such
holding over.
7. All notices, requests, demands and other communications with respect
to this Sublease, whether or not herein expressly provided for, shall be in
writing and shall be deemed to have been duly given either (a) forty-eight (48)
hours after being mailed by United States First-Class Certified or Registered
Mail, postage prepaid, return receipt requested or (b) the next business day
after being deposited (in time for delivery by such service on such business
day) with Federal Express or another national courier service, for delivery to
the parties at their respective addresses first
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above written, or to such other address or addresses as may hereafter be
designated by either party in writing for such purpose.
8. This Sublease is subject and subordinate in all respects to said
Master Xxxxx. Sublessee acknowledges that it has received a copy of said Master
Xxxxx.
9. Sublessee shall not, without the prior written consent of GE, assign
the term hereby demised, nor suffer or permit it to be assigned by operation of
law or otherwise, nor shall the Sublessee, without the prior written consent of
GE, let or underlet or permit the said sublease Premises or any part thereof to
be used by others for hire. Notwithstanding the foregoing, but subject to the
terms of the Master Lease, Sublessee shall be entitled to assign this Sublease
or further sublet the Sublease Premises to an Affiliate of Sublessee, provided
Sublessee gives GE at least fifteen (15) days prior written notice of such
assignment or subletting. For purposes of the preceding sentence, "Affiliate"
shall mean a corporation or other business entity which controls Sublessee,
which is controlled by Sublessee or which is, together with Sublessee, under the
control of a common parent corporation. No assignment or sublease shall operate
to release Sublessee from any of its obligations hereunder.
10. Sublessee acknowledges that it has inspected the Sublease Premises
demised hereunder, and is fully satisfied with their condition and accepts the
same, "as is". GE has made no representation or warranties of any nature
whatsoever with regard to the Sublease Premises, other than those set forth
herein, and GE shall have no obligation or duty with regard to preparation of
the Sublease Premises for occupancy by Sublessee.
11. Sublessee shall indemnify and save harmless GE against and from any
and all liability, damage, expense, cause of action, suits, claims or judgments
for injury or death to persons or damage to property sustained by anyone in and
about said Sublease Premises or any part thereof, caused by Xxxxxxxxx's
negligent acts or omissions.
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12. Sublessee shall not cause or permit any "Hazardous Substances" (as
hereinafter defined) to be used, stored, generated or disposed of in, on or
about the Sublease Premises by Sublessee, its agents, employees, contractors or
invitees, except for such Hazardous Substances as are normally utilized in the
activities which are permitted on the Sublease Premises pursuant to the Master
Lease and this Sublease and which are necessary to Sublesse's business. Any such
Hazardous Substances permitted on the Sublease Premises as hereinabove provided,
and all containers therefor, shall be used, kept, stored and disposed of in a
manner that complies with all federal, state and local laws or regulations
applicable to any such Hazardous Substances. Sublessee shall indemnify and hold
harmless GE from any and all claims, damages, fines, judgments, penalties,
costs, expenses or liabilities (including, without limitation, any and all sums
paid for settlement of claims, attorneys' fees, consultant and expert fees)
arising during or after the Sublease term from or in connection with the use,
storage, generation or disposal of Hazardous Substances in, on or about the
Sublease Premises by Sublessee, Sublessee's agents, employees, contractors or
invitees. As used herein, "Hazardous Substances" means any substance with, is
toxic, ignitable, reactive, or corrosive and which is regulated by any state or
local government or by the United States government. "Hazardous Substances"
includes any and all material or substances which are defined as "hazardous
waste", "extremely hazardous waste" or a "hazardous substance" pursuant to
state, federal or local governmental law. "Hazardous Substances" includes but is
not restricted to asbestos, polychlorinated biphenyls ("PCBs") and petroleum
products.
13. Neither GE nor Sublessee have had any relationship or dealings with
any real estate broker in connection with this Sublease except XxXxxxxx
X'Xxxxxxxxx. GE shall pay any commission due XxXxxxxx X'Xxxxxxxxx in connection
with this Sublease. GE and Sublessee each shall indemnify, defend and hold the
other
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harmless from claims by any other broker who has or alleges that it has
represented GE or Sublessee and is entitled to a commission in connection with
this Sublease.
14. This Agreement and any Exhibits attached hereto:
(a) Contain the entire agreement among the parties hereto with respect
to the subject matter covered hereby;
(b) May not be amended or rescinded except by an instrument in
writing executed by each of the parties hereto;
(c) Shall inure to the benefit of and be binding upon the successors
and permitted assigns of the parties hereto.
15. This Sublease is subject to and conditioned upon the written consent
of Owner to this subletting, such consent to be given by Owner executing the
consent to this Sublease set forth below no later than June 16, 1997.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the day and year first about written.
Signed, sealed and delivered
in the presence of: GENERAL ELECTRIC COMPANY
/s/ XXXXX XXXX By: /s/ X. XXXXXX
---------------------------------- -----------------------------
Witness Title: Region Manager
/s/ [SIGNATURE ILLEGIBLE]
----------------------------------
Witness
Signed, sealed and delivered
in the presence of: ENTEX INFORMATION SERVICES, INC.
/s/ XXXX XXXXXXXXXXX By: /s/ XXXXXXX X. XXXXXX
----------------------------------- ----------------------------
Witness Title: Executive Vice
President, CFO
/s/ XXXXXX X. XXXXX
-----------------------------------
Witness
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CONSENT TO SUBLEASE
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Royal Executive Park II, a New York limited partnership ("Landlord")
under that certain lease ("Original Lease") dated February 15, 1985, made by and
between the Landlord and General Electric Company, a New York corporation
("Original Tenant"), hereby grants its consent to that certain Sublease
("Sublease") dated June 6, 1997, made by and between the Original Tenant, as
Sublandlord, and Entex Information Services, Inc. ("Subtenant"), as Subtenant,
covering certain premises ("Premises") described with particularity in the
Sublease located on the first floor of Building Xx. 0 xx Xxxxx Xxxxxxxxx Xxxx,
Xxx Xxxxx, Xxx Xxxx. A true and correct copy of the Sublease is attached hereto
as Exhibit "A."
It is understood and agreed as follows:
1. This Consent to Sublease shall in no way release the Original Tenant
from any of its covenants, agreements, liabilities and duties under the Original
Lease. It is further agreed that the Original Tenant shall be responsible for
the collection of all rent due it from the Subtenant, and that the Landlord
shall look only to the Original Tenant as its tenant. Nothing herein contained
shall:
a. operate as a representation or warranty by Landlord;
b. be deemed or construed to modify, waive, impair or affect any of
the provisions, covenants, agreements, terms or conditions
contained in the Original Lease, or to waive any present or
future breach thereof, or any of Original Tenant's obligations
under the Original Lease, or any right or remedy of Landlord
against Original Tenant or otherwise, or to enlarge or increase
Landlord's obligations or Original Tenant's rights under the
Original Lease or otherwise; or
c. create any privity of contract or estate between Subtenant and
Landlord.
2. The Sublease is and shall remain subject and subordinate at all times
to all of the provisions, covenants, agreements, terms and conditions contained
in the Original Lease, and to all renewals, modifications, replacements and
extensions thereof.
3. In the event of any inconsistency between the terms and conditions of
this Consent and the terms and conditions of the Sublease, the terms and
conditions of this Consent shall govern.
4. Subject to the terms of paragraph 5 hereof, upon the expiration or
any earlier termination of the term of the Original Lease, or in case of the
surrender of the Original Lease by Original Tenant to Landlord, the Sublease and
its term shall expire and come to an end as of the effective date of such
expiration, termination, or surrender and Subtenant shall vacate the Premises on
or before such date. In the event that Subtenant fails to vacate the Premises on
or before the expiration of the Sublease, Original Landlord shall be entitled to
all of the rights and remedies
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available to Landlord against a tenant holding over after the expiration of the
lease term as set forth in the Original Lease.
5. If, at any time prior to the expiration of the term of the Sublease,
the Original Lease shall terminate or be terminated for any reason, Subtenant
agrees, at the election and upon written demand of Landlord, to attorn to
Landlord upon the then executory terms and conditions set forth in the Sublease
for the remainder of the term of the Sublease. The foregoing provisions of this
paragraph shall apply notwithstanding that as a matter of law, the Sublease
may otherwise terminate upon the termination of the Original Lease, and shall be
self-operative upon such written demand of the Landlord and no further
instrument shall be required to give effect to said provisions. Upon demand of
the Landlord, Subtenant agrees, however, to execute, from time to time,
document(s) in confirmation of the foregoing provisions of this paragraph
satisfactory to the Landlord, in which Subtenant shall acknowledge such
attornment and shall set forth the terms and conditions of its tenancy. Nothing
contained in this paragraph shall be construed to impair or modify any right
otherwise exercisable by the Landlord, whether under the Original Lease or any
other agreement.
6. Notwithstanding anything to the contrary set forth in the Sublease,
this Consent shall not be deemed or construed as a consent by Landlord to, or as
permitting, any other or further leasing by Original Tenant or anyone claiming
under or through Original Tenant (including, without limitation, Subtenant), and
no other or further lease of the Premises or any part thereof or any assignment
of the Sublease or modification thereof shall be made by Original Tenant or
anyone claiming under or through Original Tenant (including, without limitation,
Subtenant) without Xxxxxxxx's prior written consent in each instance as set
forth in the Lease.
7. No amendment, modification or revision of the Sublease shall hereafter
be made without the prior written consent of Landlord. Landlord shall not be
responsible for any required compliance with the Americans with Disabilities Act
arising or resulting from alterations to the space demised under the Sublease
which are made by Original Tenant or Subtenant.
8. Original Tenant and Subtenant hereby represent to Landlord that the
Sublease attached hereto as Exhibit "A" (a) is a correct and complete copy of
the document it purports to be, and (b) contains the entire agreement and
understanding between Original Tenants and Subtenant with regard to the subject
matter contained thereof, specifically including without limitation, all
agreements concerning rent and other considerations payable by Subtenant to
Original Tenant for Premises and the Sublease will not generate any "sublease
profit" to which Landlord is entitled under the terms of the Original Lease.
9. Original Tenant hereby agrees to indemnify, defend (if requested by
Xxxxxxxx) and hold harmless Landlord, the managing agent of the building and
their respective officers, directors, employees, agents, and beneficiaries from
and against any and all liabilities and claims for brokerage commissions and
fees arising out of or in connection with the Sublease of the Premises.
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10. This Agreement shall be binding upon and inure to the benefit of
Landlord, Original Tenant, Subtenant and their respective successors and
permitted assigns.
11. Simultaneously with the execution of this Consent, Original Tenant
shall pay to Landlord's counsel, Xxxxxxxx & Xxxxxxxx LLP, an amount equal to
$1,00.00 covering attorneys' fees incurred by Landlord in connection with its
review of the Sublease and the giving of this Consent.
Dated as of this 15th day of July, 1997.
LANDLORD
ROYAL EXECUTIVE PARK II,
a New York limited partnership
By: JMB Income Properties, Ltd-XI,
a limited partnership, general partner
By: JMB Realty Corporation, a Delaware
Corporation, managing general partner
By: /s/ [SIGNATURE ILLEGIBLE]
--------------------------------
Name:
Title: V.P.
ORIGINAL TENANT
GENERAL ELECTRIC COMPANY ATTEST:
By: /s/ XXXXXX XXXXXX By: /s/ XXXXX XXXX
-------------------------------- -------------------------
Name: Xxxxxx Xxxxxx
Title: Region MGR
SUBTENANT
ENTEX INFORATION SERVICES, INC. ATTEST:
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXX
-------------------------------- --------------------------
Name:
Title:
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