EXHIBIT 10.6
SUBLEASE
1. PARTIES.
The Sublease, dated August 31, 1998 is made between US Interactive, Inc.
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("Sublessor") and Network Access Solutions, Inc. ("Sublessee").
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2. MASTER LEASE.
Sublessor is the lessee under a written lease dated March 4, 1998 wherein
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Morehall Associates, L.P. ("Lessor") leased the real property located in
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the building commonly known as 0 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, PA., in
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township of Xxxx Xxxxxxxxx Xxxxxx xx Xxxxxxx, Xxxxx of Pennsylvania,
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("Master Premises"). Said lease has been amended by the following amendment
dated 12/18/97; said lease and amendments are herein collectively referred
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to as the "Master Lease" and are attached hereto as Exhibit "A." Terms not
otherwise defined herein shall have the meanings ascribed to such terms in
the Master Lease.
3. PREMISES.
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease the following portion of the Master Premises
("Premises"): 3,514 square feet, as more particularly depicted on the plan
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attached hereto as Exhibit "B."
4. WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that the Master Lease has
not been amended or modified except as expressly set forth herein, that
Sublessor is not now, and as the commencement of the Term hereof will not
be, in default or breach of any of the
provisions of the Master Lease, and that Sublessor has no knowledge of any
claim by Lessor that Sublessor is in default or breach of any of the
provisions of the Master Lease.
5. TERM.
The Term of this Sublease shall commence on December 15, 1998
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("Commencement Date"), or when Lessor consents to this Sublease (if such
consent is required under the Master Lease), whichever shall last occur and
end on February 28, 2002 ("Termination Date"), unless otherwise sooner
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terminated in accordance with the provisions of the Sublease. In the event
the Term commences on a date other than the Commencement Date, Sublessor
and Sublessee shall execute a memorandum setting forth the actual date of
commencement of the Term. Possession of the Premises ("Possession") shall
be delivered to Sublessee on the commencement of the Term. If for any
reason Sublessor does not deliver Possesison to Sublessee on the
commencement of the Term, Sublessor shall not be subject to any liability
for such failure, the Termination Date shall not be extended by the delay,
and the validity of this Sublease shall not be impaired, but rent shall
xxxxx until delivery of Possession. Notwithstanding the foregoing, if
Sublessor has not delivered Possession to Sublessee within fifteen (15)
days after the Commencement Date, upon possession Subleasee shall receive
one (1) day free rent for each day of delayed occupancy beyond 1/1/99. If
Sublessor permits Sublessee to take possession prior to the commencement of
the Term, such early Possession shall not advance the Termination Date and
shall be subject to the provisions of this Sublease, including without
limitation the payment of rent.
6. RENT
6.1 Minimum Rent. Sublessee shall pay to Sublessor as minimum rent,
without deduction, set off notice or demand, at Sublessor's office - 2012
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Renaissance Drive (prior to occupancy - security deposit and advance rent
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sent to 0 Xxxxx Xxxxxx Xxxxxxx) or at such other place as Sublessor shall
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designate from time to time by notice to Sublessee the sum of Four thousand
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six hundred six dollars ($4,606) per month, in advance on the date which is
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five (5) business days prior to the date when Sublessee must pay its
monthly installment of Minimum Annual Rent under the Master Lease, each
month of the Term. Sublessee shall pay to Sublessor upon execution of this
Sublease the sum of Six thousand nine hundred nine dollars ($6,909) as rent
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for 1/2 December 1998 and January 1999. If the Term begins or ends on a
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day other than the first or last day of a month, the rent for the partial
month shall be prorated on a per diem basis.
6.2 Operating Expenses. If the Master Lease requires Sublessor to pay
Lessor all or a portion of the expenses of operating the building and/or
project of which the Premises are a part ("Operating Expenses"), including
but not limited to taxes, utilities, or insurance, then Sublessee shall pay
to Sublessor as additional rent an amount equal to the product of (a) the
Operating Expenses and (b) a fraction (i) the numerator of which shall be
the area (in square feet) of the Premises, and (ii) the denominator of
which shall be the area (in square feet) of the Master Premises for
Operating Expenses incurred during the Term. Such additional rent shall be
payable five (5) business days prior to the date when Operating Expenses
are payable by Sublessor to Lessor. By way of example, the Operating
Expenses for 1998 are $2,518 per month. If the Master Lease provides for
the payment by Sublessor of Operating Expenses on the basis of an estimate
thereof, then as
and when adjustments between estimated and actual Operating Expenses are
made under the Master Lease, the obligations of Sublessor and Sublessee
hereunder shall be adjusted in a like manner; and if any such adjustment
shall occur after the expiration or earlier termination of the Term, then
the obligations of Sublessor and Sublessee under this Subsection 6.2 shall
survive such expiration of termination. Sublessor shall, upon request by
Sublessee, furnish Sublessee with copies of all statements submitted by
Lessor of actual or estimated Operating Expenses during the Term.
7. SECURITY DEPOSIT
Sublessee shall deposit with Sublessor upon execution of this Sublease the
sum of Four thousand six hundred six dollars ($4,606) as security for
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Sublessee's faithful performance of Sublessee's obligations hereunder
("Security Deposit). Security shall be placed in an interest bearing
account with proceeds enuring to the Sublessee. If Sublessee fails to pay
rent or other charges when due under this Sublease, or fails to perform any
of its other obligations hereunder, Sublessor may use or apply all or any
portion of the Security Deposit for the payment of any rent or other amount
then due hereunder and unpaid, for the payment of any other sum for which
Sublessor may become obligated by reason of Sublessee's default or breach,
or for any loss or damage sustained by Sublessor as a result of Sublessee's
default or breach. If Sublessor so uses any portion of the Security
Deposit, Sublessee shall, within ten (10) days after written demand by
Sublessor, restore the Security Deposit to the full amount originally
deposited, and Sublessee's failure to do so shall constitute a default
under this Sublease. In the event Sublessor assigns its interest in this
Sublease, Sublessor shall deliver to its assignee so much of the Security
Deposit as is then held by Sublessor. Within ten (10) days after the Term
has expired, or
Sublessee has vacated the Premises, or any final adjustment pursuant to
Subsection 6.2 hereof has been made, whichever shall last occur, and
provided Sublessee is not then in default of any of its obligations
hereunder, the Security Deposit, or so much thereof as had not theretofore
been applied by Sublessor, shall be returned to Sublessee or to the last
assignee, if any, of Sublessee's interest hereunder.
8. USE OF PREMISES.
The Premises shall be used and occupied only for such use(s) as permitted
under the Master Lease and for no other use or purpose.
9. OTHER PROVISIONS OF SUBLEASE.
Except to the extent made inapplicable (pursuant to section 16(b) below) or
otherwise modified by the terms of this Sublease, all terms and conditions
of the Master Lease are incorporated into and made a part of this Sublease
as if Sublessor were the lessor thereunder (it being understood that
Sublessor's obligation and ability to perform obligations of the Lessor
incorporated herein under the Master Lease may be dependent upon the
approval of and/or performance by Lessor, over which Sublessor has no
control). Sublessor and Subleasee assume and agree to perform their
respective obligations under the Master Lease during the Term to the extent
that such obligations are applicable to the Premises except that the
obligation to pay rent to Lessor under the Master Lease shall be considered
performed by Sublessee to the extent and in the amount rent is paid to
Sublessor in accordance with Section 6 of this Sublease. Sublessee shall
to commit or suffer any act or omission that will violate any of the
provisions of the Master Lease. Sublessor shall use reasonable efforts in
attempting to cause Lessor to perform its obligations under the Master
Lease for the benefit of Sublessee; provided however, that
Sublessor shall not be liable to Sublessee for any failure of Lessor to
perform its obligations under the Master Lease. If the 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 Master Lease terminates as a result of a default or
breach by Sublessor or Sublessee under this Sublease and/or the Master
Lease, then the defaulting party shall be liable to the nondefaulting party
for all damages suffered as a result of such termination. Notwithstanding
the foregoing, if the Master Lease gives Sublessor any right to terminate
the Master Lease in the event of the partial or total damage, destruction,
or condemnation of the Master Premises or the building or project of which
the Master Premises are a part, the exercise of such right by Sublessor
shall to constitute a default or breach hereunder.
10. BROKER PARTICIPATION.
Sublessor and Sublessee warrant and represent that they have dealt with no
real estate broker in connection with this Sublease other than Xxxxx Xxxx &
Co., Inc. ("Broker") and CB Xxxxxxx Xxxxx and that no other broker is
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entitled to any commission on account of this Sublease. Sublessor and
Sublessee shall each indemnify, hold harmless and defend the other form any
and all claims, actual or threatened, for compensation by any such third
person, by reason of Sublessor's or Sublessee's breach of its
representations contained in this paragraph.
11. ATTORNEYS' FEES.
If Sublessor, Sublessee or Broker 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
attorneys' fees.
12. CONSENT BY LESSOR.
THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR
WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED UNDER
THE TERMS OF THE MASTER LEASE.
Date: 10/8/98 Date: 9/24/98
Sublessor: US Interactive, Inc. Sublessee: Network Access Solutions, Inc.
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By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxx
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Title: Chief Financial Officer Title: Chief Financial Officer
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LESSOR'S CONSENT TO SUBLEASE
The undersigned ("Lessor"), lessor under the Master Lease hereby consents to the
following Sublease without waiver of any restriction in the Master Lease
concerning further assignment of subletting. Lessor certifies that as of the
date of Lessor's execution hereof Sublessor is not in default of breach of any
of the provisions of the Master Lease and that the Master Lease has not been
amended or modified except as expressly set forth in the foregoing Sublease.
Date:____________________________________
Lessor: Morehall Associates, L.P.
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By:______________________________________
Title:___________________________________
