Exhibit 10.28
SUBLEASE AGREEMENT
Agreement made this 21st day of December, A.D., 1999, by
and between EQUIVEST FINANCE, INC., a Delaware corporation with
a principal office at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxx and Xxxxxxx X. Xxxxxxx & Co., with an address at 00
Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx, hereinafter referred to as
Lessee. The term Parties shall mean Lessee and Sublessee.
WHEREAS, by Lease Agreement, effective April 1, 1997, (the
"Lease") Barrington Properties, LLC, a Connecticut limited liability
company, demised unto Lessee certain real property situated at 000
Xxxxxxxxxx Xxxxxx in Greenwich, Connecticut consisting of
approximately 2,500 rentable square feet of space (the "Premises");
and
WHEREAS, Xxxxxxx X. Xxxxxxx is the President, Chairman &
CEO of Sublessee and Lessee is also affiliated with Sublessee and
a related entity thereto; and
WHEREAS, Lessee and Sublessee are desirous of entering into a
Lease Agreement whereby Sublessee shall rent the Premises from
Lessee subject to the terms and conditions set forth in the Lease.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the Parties heretofore agree as follows:
1. Lessor does hereby lease unto Sublessee and Sublessee does
hereby hire the Premises subject to all of the terms and conditions
set forth in the Lease, a copy of which is attached hereto as
Exhibit "A". To the extent the context permits, the term "Tenant"
under the Lease shall mean and include Sublessee.
2. Sublessee shall perform all the covenants and conditions
contained in the Lease to be performed by Lessee, and Sublessee
shall be and is bound by each and every covenant and condition
contained in the Lease.
3. This Agreement is subject to the terms and conditions of
the Lease and shall automatically terminate on the cancellation or
expiration of the Lease. Sublessee shall be liable to Lessee for any
holding over after expiration of the term hereof.
4. Should Sublessee default in the payment to Lessee of any
sums due and owing under the Lease, Lessee shall be entitled to
institute a cause of action against Sublessee and to pursue all
other available to the "Landlord" under Section 17 of the Lease.
5. Sublessee acknowledges and agrees that all options and
purchase rights under the Lease, specifically including the Right of
First Refusal to Purchase as set forth in Section 24 thereof, shall
remain personal to Lessee and are not assigned or granted to
Sublessee under this Agreement.
IN WITNESS WHEREOF, the Parties have executed this
Sublease Agreement, consisting of two pages, on the date and year
first above-written.
Sublessee
Equivest Finance, Inc.
By: /s/
---
Xxxxxxx X. Xxxxxxx,
Vice President
Lessee
Xxxxxxx X. Xxxxxxx & Co.
By: /s/
---
Xxxxxxx X. Xxxxxxx,
President
FIRST ADDENDUM TO CLUB AFFILIATION AGREEMENT
THIS ADDENDUM ("Addendum") is attached to and made a part of the Club
Affiliation Agreement (the "Agreement') dated September 17, 1997, by and between
INTERVAL INTERNATIONAL, INC ("INTERVAL"), a Florida corporation, and PEPPERTREE
RESORTS VACATION CLUB, INC., (`AFFILIATE"), a North Carolina corporation, for
the multi-site vacation club membership program known as PEPPERTREE VACATION
CLUB (the "CLUB"), as amended from time to time (the Agreement and any addenda
thereto are sometimes hereinafter referred to, collectively , as the "CAA").
INTERVAL and AFFILIATE are sometime referred to as a "Party" or jointly referred
to as the "Parties."
NOW THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. All of the above recitals are true and correct and are incorporated herein by
reference. Except as expressly indicated to the contrary herein, all
capitalized terms used herein shall have the same meanings ascribed to them
in the CAA.
2. Each of the parties acknowledges that PEPPERTREE RESORTS, LTD. , a North
Carolina corporation ("PRL"); and PEPPERTREE VACATION CLUB INC., a North
Carolina non-profit corporation ("PVC") shall each be a contracting party to
the CAA and shall be collectively referred to as "AFFILIATE", together with
PEPPERTREE RESORTS VACATION CLUB, INC. on the CAA and on the Resort
Membership Application in connection with the CLUB. By signature of their
respective officers or agents hereof, PRL and PVC each acknowledge that it
agrees to the terms and conditions, representations and warranties of the CAA
in all respects and without limitation. PEPPERTREE RESORTS VACATION CLUB,
INC. PRL, and PVC each acknowledge that each shall be jointly and severally
liable for each and every obligation of AFFILIATE under the CAA.
3. Section B of the Agreement shall be amended by deleting the second sentence
of said Section and inserting the following language:
Thereafter this Agreement will renew for an additional period of six (6)
years, unless INTERVAL provides AFFILIATE with written notice, not less
than six (6) months prior to the expiration of the initial term of its
intent not to renew ("First Renewal Term")
4. Section E, Paragraph 1 of the Agreement shall be amended by adding the following
new subparagraph:
AFFILIATE agrees that this Agreement encompasses any Vacation Ownership
Resort, as well as all of the Units, buildings, phases or resorts/hotels
now or hereafter owned, constructed, acquired or leased for use in
connection with any vacation ownership program (other than the CLUB)
offered by AFFILIATE, excluding the vacation ownership resorts Peppertree
at Tamarack and Peppertree at Tamarack II; provided, however, that the
inclusion of all such Units, buildings, phases or resorts/hotels shall be
subject to: (a) the submission of all documentation reasonably required by
INTERVAL; (b) adherence to INTERVAL's affiliation standards and criteria
in effect at time of inclusion; and (c) ultimate approval by INTERVAL. In
that connection, AFFILIATE agrees to submit and agrees to cause its
Affiliates, where applicable, to submit, in a timely manner all such
documentation reasonably required by INTERVAL (including, but not by way
of limitation, a Resort Membership Application). It is further expressly
agreed that this Agreement encompasses any vacation club that may be
acquired, operated, marketed or managed by AFFILIATE or its Affiliates,
during the term of this Agreement. Notwithstanding the foregoing, nothing
herein shall require AFFILIATE to affiliate Units at Vacation Ownership
Resorts in which Vacation Interests are not being sold by AFFILIATE.
5. Section G o f the Agreement shall be amended by adding a new Paragraph 5 as follows:
5. AFFILIATE agrees to assist INTERVAL, as may be requested by INTERVAL,
to effect the recordation of such documents, as may be requested by
INTERVAL's counsel, so as to ensure adequate notice to potential
transferees of a controlling interest in AFFILIATE, or any Club Resort of
the exclusive affiliation of AFFILIATE and the Club Resorts with the
INTERVAL NETWORK.
6. The Agreement and all addenda thereto shall be construed without regard to
any presumption or other rule requiring construction against the part causing
the Agreement to be drafted.
7. Unless expressly modified herein, all terms and conditions of the Agreement
and any previous addenda thereto shall remain in full force and effect. Where
there is a conflict between the terms and conditions of the CAA and this
Addendum, the terms and conditions of the Addendum shall prevail.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals.
PEPPERTREE RESORTS VACATION CLUB, INC.
[S] Xxxxxxx X. Xxxxxxx, Xx.
----------------------
By: Xxxxxxx X. Xxxxxxx, Xx.
Vice President
Date: 7-15-99
PEPPERTREE RESORTS, LTD.
[S] Xxxxxxx X. Xxxxxxx, Xx.
----------------------
By: Xxxxxxx X. Xxxxxxx, Xx.
Vice President
Date: 7-15-99
PEPPERTREE VACATION CLUB, INC.
[S] Xxxxxxx X. Xxxxxxx, Xx.
----------------------
By: Xxxxxxx X. Xxxxxxx, Xx.
Vice President
Accepted this 15 day of July 1999.
INTERVAL INTERNATIONAL, INC.
[S] Xxxxx X. Xxxx
----------------------
Xxxxx X. Xxxx
Chief Executive Officer
EQUIVEST FINANCE INC. AFFILIATES and SUBSIDIARIES
DELAWARE
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Equivest Finance Inc.
Resort Funding Inc.
Eastern Resorts Corporation
EFI D.C. Acquisition Inc.
EFI Louisiana Acquisition Inc.
EFI Florida Acquisition Inc.
EFI Maryland Acquisition Inc.
BFICP Corporation
EFI Development Funding, Inc.
EFI Funding Company, Inc.
Mirror Lake Development Inc.
Resort Marketing Services, Inc.
Equivest Administrative Services, Inc.
Equivest Management Services, Inc.
Equivest Entertainment Services, Inc.
Resolution Credit Corporation
RHODE ISLAND
Eastern Resorts Company LLC
Long Wharf Marina Restaurant Inc.
MARYLAND
Ocean City Coconut Malorie Inc.
FLORIDA
St. Augustine Resort Development Inc.
LOUISIANA
Avenue Plaza LLC
NORTH CAROLINA
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Peppertree Resorts Ltd.
Peppertree Resort Villas Inc.
Peppertree Resorts Vacation Club Inc.
Peppertree Resorts Management Inc.
Peppertree Vacation Club Inc.
Peppertree Realty Inc.
Peppertree Acquisition II Corp.
ST. XXXXXX VIRGIN ISLANDS
-------------------------
Bluebeard's Castle Inc.
Castle Acquisition Inc.
EFI St. Xxxxxx Acquisition Inc.
