Exhibit 10.8.5
SUB-SUBLEASE TERMINATION AGREEMENT
THIS SUB-SUBLEASE TERMINATION AGREEMENT (the "Agreement"), dated as of
November 8, 1999, by and between RISK CAPITAL REINSURANCE COMPANY
("Sub-Sublandlord"), having an address at 00 Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000, and BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED
("Sub-Subtenant"), having an address at 00 Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, by Sub-Sublease Agreement dated as of April 30, 1997 (the
"Sub-Sublease"), Sub-Sublandlord, as sub-sublessor, sub-subleased to
Sub-Subtenant, as sub-sublessee, certain premises, constituting approximately
6,431 rentable square feet as more particularly described therein (the "BOI
Space"), located in that building commonly known as 00 Xxxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxxx (the "Building"); and
WHEREAS, pursuant to discussions between the parties, Sub-Sublandlord
desires to recapture, and Sub-Subtenant desires to relocate from, the BOI Space
prior to the expiration of the Sub-Sublease; and
WHEREAS, effective as of the Termination Date (as hereinafter defined),
Sub-Sublandlord and Sub-Subtenant desire to terminate the Sub-Sublease and to
end the term thereby demised (the "Term"), and to release each other from their
respective obligations thereafter accruing under the Sub-Sublease, all in
accordance with the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Sub-Sublandlord and Sub-Subtenant hereby agree as
follows, notwithstanding anything to the contrary contained in the Sub-Sublease:
1. General Definitions. Capitalized terms used but not separately defined
in this Agreement shall have their respective meanings used in the Sub-Sublease.
2. Termination Date; Adjustment; Holdover. The "Termination Date" herein
shall mean midnight on March 31, 2000, except as such Termination Date is
adjusted as hereinafter provided. Sub-Subtenant shall have a single option, to
be exercised upon at least forty-five (45) days prior written notice to
Sub-Sublandlord, to adjust the Termination Date to a later date specified in
such notice; provided, however, in no event shall such adjusted Termination Date
be a date which is greater than fifteen (15) days after such original
Termination Date. Notwithstanding anything to the contrary contained in this
Agreement, to the extent such Termination Date is so adjusted, the term
"Termination Date" as used herein shall mean such adjusted Termination Date. If
Sub-Subtenant retains possession of the BOI Space beyond the Termination Date
without Sub-Sublandlord's prior written consent, such holdover shall not operate
to extend or renew Sub-Subtenant's tenancy, which shall continue only as a
tenancy at sufferance, upon the same terms and conditions then applicable under
the Sub-Sublease,
except that the Minimum Rent payable by Sub-Subtenant shall be at a rate equal
to 150% of the rate then payable under the Sub-Sublease, prorated on a per diem
basis for the duration of such holdover.
3. Sub-Sublease Termination. Sub-Sublandlord and Sub-Subtenant hereby agree
that the Sub-Sublease shall terminate and the Term shall expire as of the
Termination Date, with the same force and effect as if the Term were, by the
provisions of the Sub-Sublease, fixed to expire on said Termination Date, except
to the extent of any unperformed obligations theretofore accruing under the
Sublease, as hereinafter provided.
4. Release; Survival. As of the Termination Date, Sub-Sublandlord and
Sub-Subtenant, respectively, shall be released and discharged from their
respective Sub-Sublease obligations which accrue on and after the Termination
Date. Any unperformed Sub-Sublease obligations of either party with respect to
the BOI Space accruing up to the Termination Date shall survive the Termination
Date, however.
5. Surrender. On or before the Termination Date, Sub-Subtenant shall
surrender the BOI Space to Sub-Sublandlord in the condition required under the
Sub-Sublease (i.e., in reasonably good order and repair, reasonable wear and
tear and damage by casualty, excepted). Any holdover by Sub-Subtenant without
Sub-Sublandlord's prior written consent shall be subject to the holdover premium
set forth in Section 2 hereof.
6. Adjustments. As of the Termination Date, the following items shall be
adjusted and apportioned between Sub-Sublandlord and Sub-Subtenant:
(a) any due and unpaid, or prepaid, Minimum Rent payable pursuant to the
Sub-Sublease;
(b) increases in Operating Expenses payable pursuant to the Sub- Sublease;
(c) increases in Taxes payable pursuant to the Sub-Sublease;
(d) electrical service charges payable pursuant to the Sub-Sublease; and
(e) any other Additional Rent then due and payable under the Sub-Sublease.
In the event any of the statements or information necessary to compute the
foregoing adjustments and apportionments have not been, or reasonably cannot be,
determined as of the Termination Date, then the parties' respective obligations
therefor shall be adjusted as soon as is reasonably possible after, and in any
event shall survive, the Termination Date.
7. Security Deposit. Within thirty (30) days after the Termination Date,
provided Sub-Subtenant is not in default of its obligations under the
Sub-Sublease, Sub-Sublandlord shall return to Sub-Subtenant, the original draft
of Sub-Subtenant's $37,514.16 Letter of Credit, which Letter of Credit was
provided to Sub-Sublandlord as security for Sub-Subtenant's obligations under
the Sub-Sublease. Sub-Sublandlord's obligations under this Section 7 shall
survive the Termination Date.
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8. No Brokerage. Sub-Sublandlord and Sub-Subtenant each hereby represent to
the other that it has not dealt with any broker(s) in connection with this
Agreement. Sub-Sublandlord and Sub-Subtenant hereby agree to indemnify, defend
and hold the other harmless from and against any and all claims, costs, damages
or liabilities (including, without limitation, reasonable attorneys' fees and
costs) for any commissions or other compensation asserted by any broker(s)
caused by the indemnifying party's breach of its representation made in the
immediately preceding sentence. Said indemnities shall survive the Termination
Date.
9. [Reserved]
10. Miscellaneous. Each party shall be responsible for their respective
costs and expenses incurred in connection with the negotiation, documentation,
review and execution of this Agreement. As amended hereby, the Sub-Sublease
shall continue in full force and effect, the parties hereby ratifying and
confirming the Sub-Sublease, as amended by this Agreement. In the event of any
conflicts or inconsistencies between the terms of the Sub-Sublease, and the
terms of the Sub-Sublease (as amended by this Agreement), the terms of the
Sub-Sublease (as amended by this Agreement) shall govern and control in each
instance. The Sub-Sublease, as amended hereby, shall not be modified or altered
except by written agreement signed by Sub-Sublandlord and Sub-Subtenant. This
Agreement shall bind and enure to the benefit of Sub-Sublandlord and
Sub-Subtenant, and their respective successors and assigns. Notwithstanding
anything to the contrary contained in this Agreement, this Agreement shall not
be binding on Sub-Sublandlord or Sub-Subtenant, however, unless and until
Sub-Sublandlord and Sub-Subtenant, respectively, shall have executed and
delivered final counterparts of this Agreement to the other. This Agreement may
be executed in individual counterparts, which counterparts, when so executed and
delivered, shall be deemed one and the same counterpart. This Agreement may also
be executed and transmitted via facsimile machine, provided the parties deliver
original, signed Agreement counterparts (or the relevant, original signature
pages) to each other within ten (10) days of such facsimile transmission.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first set forth above.
SUB-SUBLANDLORD:
RISK CAPITAL REINSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and
Associate General Counsel,
Duly authorized and empowered
SUB-SUBTENANT:
BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED
By: /s/ Xxxxxxxx Xxxxx
-------------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Senior Vice President,
Duly authorized and empowered
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STATE OF CONNECTICUT )
) ss. GREENWICH
COUNTY OF FAIRFIELD )
On this 18th day of November, 1999, personally appeared, RISK CAPITAL
REINSURANCE COMPANY, by Xxxxx X. Xxxxxxxx, its Vice President and Associate
General Counsel, hereunto duly authorized, who acknowledged that he/she signed,
sealed and delivered the above and foregoing instrument as his/her free act and
deed, and the free act and deed of said corporation, for the purposes therein
stated, before me.
/s/ Xxxx X. Xxxxxxxxx
------------------------------------
Notary Public
Commissioner of the Superior Court
My Commission Expires: May 31, 0000
XXXXX XX XXXXXXXXXXX )
) ss. GREENWICH
COUNTY OF FAIRFIELD )
On this 5th day of November, 1999, personally appeared, BANK OF
IRELAND ASSET MANAGEMENT (U.S.) LIMITED, by Xxxxxxxx Xxxxx, its Senior Vice
President, hereunto duly authorized, who acknowledged that he/she signed, sealed
and delivered the above and foregoing instrument as his/her free act and deed,
and the free act and deed of said corporation, for the purposes therein stated,
before me.
/s/ Xxxxx X. Xxxxxx
------------------------------------
Notary Public
Commissioner of the Superior Court
My Commission Expires: July 31, 2001
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