SUBLEASE AGREEMENT
This SUBLEASE AGREEMENT is made as of this 1st day of October, 1998, between
COPYRIGHT CLEARANCE CENTER, INC., a New York not-for-profit corporation duly
authorized to do business in the Commonwealth of Massachusetts, with its
principal office at 000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (hereafter
referred to as "Sublandlord") and SIGNAL TECHNOLOGY CORPORATION, a Delaware
Corporation duly authorized to do business in the Commonwealth of Massachusetts,
with its principal office at 000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000
(hereafter referred to as "Subtenant").
WITNESSETH:
WHEREAS, by a lease dated the 2nd day of August, 1993, and subsequently
amended (hereafter referred to as the "Prime Lease"), Sublandlord has leased
space from PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, as successor in interest
to Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx, Trustees of Northwoods Business Park
Phase IV Realty Trust (Phoenix Home Life Mutual Insurance Company hereafter
being referred to as "Landlord"), on the sixth, seventh, eighth, ninth and tenth
floors of 000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx, for a term terminating on
the 31st day of May, 2002, a copy of which Prime Lease (including amendments) is
attached hereto as "Exhibit A" and made a part hereof; and
WHEREAS, Sublandlord has agreed to grant, and Subtenant has agreed to
accept, a sublease of the premises identified below on the terms and conditions
stated herein;
NOW, THEREFORE, it is mutually agreed by and between the parties hereto
that:
1. Sublandlord subleases to Subtenant and Subtenant subleases from
Sublandlord the Premises known and designated as Suite 1004 and located on the
tenth floor of the Building known as 000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx,
consisting of approximately 4,313 rentable square feet as identified on Exhibit
B attached hereto, for a term commencing on the 1st day of October, 1998, and
terminating on the 31st day of July, 2001. The Premises are subleased, in their
present "as is, where is" condition, by Sublandlord to Subtenant without
representation or warranty, express or implied, of any kind by Sublandlord, its
employees or its agents.
2. The sublease granted hereunder is contingent upon the continued
right of Sublandlord to occupy the Premises under the provisions of the Prime
Lease. Upon the termination of the Prime Lease for any reason, either at the end
of the term thereof or earlier, this sublease shall also terminate. Subtenant
may also terminate this Sublease Agreement effective as of any day on or after
the 31st day of July, 2000, by giving at least six (6) months' prior written
notice thereof to Sublandlord.
3. Subtenant shall pay to Sublandlord as rent for the Premises a
monthly rental of SEVEN THOUSAND EIGHT DOLLARS and SIXTY-THREE CENTS
($7,008.63), payable in advance and subject to adjustment for Subtenant's share
of the Escalation Charges as defined in Section 1.3 of the Prime Lease (and
Subtenant's Tax and Operating Percentage for the Premises is 2.310% [the
rentable area of the Premises divided by the rentable area of the Building]).
The
-2-
first payment shall be made no later than the first day of the term of this
Sublease Agreement, and succeeding payments shall be made on the same day of
each month thereafter until this Sublease Agreement shall terminate. In
addition, Subtenant shall pay all utility charges as they become due.
4. Upon execution of this Sublease Agreement, Subtenant has deposited
with Sublandlord the sum of FOURTEEN THOUSAND SEVENTEEN DOLLARS and TWENTY-SIX
CENTS ($14,017.26) as a security deposit for the full performance of all the
provisions of this Sublease Agreement. If at any time during the term hereof, or
any extension hereof (which extension shall not occur without the express
written agreement of the parties), Subtenant shall be in default in the payment
of rent or additional rent, Sublandlord may apply all or a portion of the
security deposit to such payment. At the termination of this Sublease Agreement,
if it is necessary for Sublandlord to repair damage to or to clean the Premises,
in either case as a result of the use of the Premises by Subtenant, Sublandlord
may apply the security deposit as needed for such cleaning or repairs. If
Subtenant is not in default under the provisions of this Sublease Agreement at
the termination hereof, Sublandlord shall return the deposit, or any remaining
portion thereof, to Subtenant. Sublandlord shall not be required to keep this
security deposit separate from its general funds, and Subtenant shall not be
entitled to interest on such deposit.
5. Subtenant promises and agrees to abide by and comply with all terms,
agreements and conditions in the Prime Lease, including, but not limited to, the
default provisions and the rent escalation provisions relating to taxes,
insurance, operating expenses, etc. Nothing herein shall be deemed to constitute
a release of Sublandlord from its observance and performance as described in the
Prime Lease.
6. Subtenant shall not, without the prior written consent of
Sublandlord and of Landlord pursuant to Article 8 of the Prime Lease (Assignment
and Subletting), assign this Sublease Agreement or further sublet the Premises
or any part thereof. If Subtenant does further sublet the Premises or any
portion thereof, and if Subtenant receives rent per square foot for such
subletting which exceeds the rental per square foot calculated from Section 3
above, such excess rent shall be payable monthly by Subtenant to Sublandlord as
additional rent.
7. Subject to the termination provisions contained herein, Sublandlord
covenants that it shall do nothing to disturb Subtenant's quiet enjoyment of the
Premises during the term of this Sublease Agreement if Subtenant shall observe
and perform the covenants and provisions of this Sublease Agreement and the
Prime Lease as herein provided, and Subtenant covenants that it shall provide
reasonable access to the Premises during Subtenant's normal business hours upon
reasonable prior notice (and, in emergencies, during other hours and, if
necessary, without prior notice) in order to enable Sublandlord to carry out its
obligations under the Prime Lease as well as under this Sublease Agreement,
provided that such activity does not materially interfere with Subtenant's use
of the Premises).
8. Subtenant promises and agrees to comply with and abide by all rules
and regulations for occupants of the Building or the Premises (however
denominated) as may be
-3-
prescribed from time to time during the term of this Sublease Agreement by
Landlord and/or Sublandlord or its local representative.
9. Rent due from Subtenant to Sublandlord shall be paid to the
termination date of this Sublease Agreement. If (a) Subtenant defaults in the
payment of rent, and such default continues for ten (10) business days after
notice of the default is given by Sublandlord to Subtenant; or (b) the leasehold
interest of Subtenant be levied upon under execution or be attached by process
of law; then in any such event Sublandlord may, at its sole election, (i)
terminate this Sublease Agreement and Subtenant's right to possession of the
Premises; or (ii) without terminating this Sublease, attempt to re-let the
premises on such terms as Sublandlord determines. Regardless of whether
Sublandlord proceeds under (i) or (ii), nothing herein shall be considered as
relieving Subtenant of any obligation to pay the monthly rent owing under this
Sublease Agreement from the date of a default to the original termination date
set forth in Section 1 above.
10. Subtenant shall carry liability insurance with a carrier acceptable
to Sublandlord in an amount not less than the amount required by the Prime
Lease. Sublandlord and Landlord shall be named as additional insureds on such
liability insurance policy and Subtenant shall deliver to Sublandlord a
certificate from such carrier no later than ten (10) business days after the
execution hereof evidencing (i) same and (ii) such carrier's agreement not to
cancel or amend such insurance without giving Sublandlord and Landlord at least
thirty (30) days' prior written notice of such cancellation or amendment. At the
commencement of the term of this Sublease Agreement, Subtenant shall present to
Sublandlord a paid receipt showing that the first year's premium has been paid.
No later than fifteen (15) days prior to each anniversary of the policy,
Subtenant shall furnish Sublandlord with a paid receipt as evidence of the
premium payment for the next full year of the policy.
11. Subtenant hereby indemnifies and agrees to hold Sublandlord
harmless from any and all claims or demands whatsoever for injury or damage to
person or persons or property by accident or otherwise occurring on the Premises
or resulting from Subtenant's use thereof (including without limitation any
reasonable expenses, including attorneys' fees, in connection therewith) unless
such claim or demand shall arise from gross negligence or willful misconduct on
the part of Sublandlord.
12. Sublandlord shall not be liable to Subtenant, or to any other
person or persons for or on account of any injury or damage occasioned in or
about the Premises to persons or property of any nature or sort whatsoever,
except as may arise from gross negligence or willful misconduct on the part of
Sublandlord.
13. Any and all notices provided herein shall be sent by registered or
certified mail, or delivered by hand in a sealed envelope addressed in
accordance with this paragraph to any employee or agent of a party at its
respective offices during regular business hours of that party. If notice is
given to Sublandlord, it shall be addressed as follows:
-4-
Copyright Clearance Center, Inc.
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Vice President, Administration
If notice is given to Subtenant, it shall be addressed as follows:
Signal Technology Corporation
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President and CEO
14. Sublandlord hereby represents and warrants that it has no knowledge
of any default by itself or by Landlord under the Prime Lease; that, to its
knowledge, the Prime Lease is in full force and effect and that the leasehold
interest of Sublandlord under the Prime Lease is not encumbered; that
Sublandlord has done nothing to defeat or impair this Sublease Agreement; and
that the term of the Prime Lease (including all amendments) is currently
scheduled to expire on May 31, 2002. Sublandlord further covenants that it will
pay all rents to Landlord as they come due under the Prime Lease and that
Subtenant, upon performance of its obligations hereunder and subject to the
provisions hereof, shall for the term hereof with respect to the Premises
succeed to all rights of Sublandlord under the Prime Lease and will have quiet
possession and enjoyment of the Premises.
15. This Sublease Agreement shall not be valid or in force unless and
until Landlord consents hereto by execution in the space provided below.
16. Each of Sublandlord and Subtenant represents and warrants to the
other that the warranting party has dealt with no broker in connection with the
execution of this Sublease Agreement except for Corporate Facilities Group. Each
warranting party hereby indemnifies and agrees to hold harmless the other party
from and against all loss, cost and expense resulting from any inaccuracy made
in the foregoing warranty and representation as made by the warranting party.
Furthermore, Sublandlord hereby indemnifies Subtenant against all amounts owing
to Corporate Facilities Group on account of the execution of this Sublease
Agreement.
17. The following provisions of the Prime Lease shall not apply to this
Sublease Agreement: Article 3 (Basic Rent), that portion of Section 9.6 relating
to reserved parking spaces, Section 14.25 ([Sublandlord]'s Option to Extend),
Section 14.26 ([Sublandlord]'s Right of First Offer), First Amendment Section
3(e), Second Amendment Section 3, Second Amendment Section 5, all of the Third
Amendment (no longer in force), and all Exhibits that are not relevant to the
Premises. As between Sublandlord and Subtenant, (i) in the event of any conflict
between the terms of the Prime Lease and the terms of this Sublease Agreement,
the
(continued on next page)
-5-
terms of this Sublease Agreement shall govern, and (ii) any term not
specifically set forth herein shall be carried over from the Prime Lease unless
such term is demonstrably unreasonable in the circumstances.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day first set forth above.
Sublandlord:
COPYRIGHT CLEARANCE CENTER, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Subtenant:
SIGNAL TECHNOLOGY CORPORATION
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: V.P. Human Resources and
Administration
Landlord hereby consents to this Sublease Agreement
Landlord:
PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxx
----------------------------
Name: Xxxxxx Xxxxx
Title: Director
Exhibit B
[MAP OF THE TOWER AT NORTHWOODS, FLOOR 10]
