SUBLEASE
Between
NORTH FORK BANK
Sublessor,
And
XXXXXXXXXXXXX.XXX, INC.
Subtenant,
Dated April 13, 2000
TABLE OF CONTENTS
-----------------
SECTION 1. Term; Premises; Use and Occupancy
SECTION 2. Fixed Rent; Additional Rent
SECTION 3. Intentionally Omitted
SECTION 4. Incorporated Prime Lease
SECTION 5. Condition of Sublease Premises
SECTION 6. Assignment; Subletting
SECTION 7. Insurance
SECTION 8. Alterations; Restoration; Maintenance and Repairs
SECTION 9. Subordination
SECTION 10. Indemnification
SECTION 11. Quiet Enjoyment
SECTION 12. Surrender of Sublease Premises
SECTION 13. Deliver of Possession
SECTION 14. Real Estate Brokers
SECTION 15. Notices
SECTION 16. Defaults
SECTION 17. Remedies of Sublessor
SECTION 18. Waiver of Redemption and Jury Trial
SECTION 19. Other Remedies
SECTION 20. Cumulative Effect
SECTION 21. Sublease Interest Rate
SECTION 22. Certain Representation
SECTION 23. Landlord's Consent
SECTION 24. Miscellaneous
SECTION 25. Security Deposit
EXHIBITS
--------
Exhibit "A" Excluded Articles of Prime Lease
2
SUBLEASE, dated as of the 13th day of April, 2000, between NORTH FORK
BANK, a New York banking corporation with its principal banking house at 000
Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("Sublessor") and XXXXXXXXXXXXX.XXX, INC.,
a Nevada corporation with its principal place of business at 000 Xxxx Xxxxxx,
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000 ("Subtenant").
W I T N E S S E T H:
--------------------
WHEREAS, by lease dates as of July 5, 1977 (the "Prime Lease"),
Reliance Federal savings Bank f/k/a Reliance Federal Savings and Loan
Association ("Reliance"), as "Tenant", leased from Xxxxxxxx Lever Trust $ Xxxxx
Lever d/b/a The Lever Company ("Prime Landlord"), for a term expiring on October
31, 1992, approximately 21,216 square feet of space consisting of the entire
sixth floor, Suite 600, in the building (the "Building") designated as 000
Xxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000, as described in the Prime Lease;
and
WHEREAS, on April 4, 1991, Tenant exercised its option to extend the
Prime Lease for an additional ten (10) year term; and
WHEREAS, by agreement dated as of September 28, 1992, Prime Landlord
and Tenant agreed that the new term of the lease would expire on October 31,
2002; and
WHERAS, Sublessor has succeeded to the interests of Reliance by
merger effective as of February 18, 2000; and
WHEREAS, Sublessor has succeeded to the interest of Reliance by
merger effective as of February 28, 2000; and
WHEREAS, Sublessor has furnished Subtenant with a copy of the Prime
Lease and all agreements relevant thereto reference herein (receipt of which is
hereby acknowledged by Subtenant); and
3
WHEREAS, Subtenant desires to sublease the Sublease Premises (as
hereinafter defined) from Sublessor and Sublessor desires to sublease such
premises to Subtenant, upon all of the terms, covenants and conditions
hereinafter set forth,
NOW, THEREFORE, IN CONSIDERATION OF THE RENTS AND THE PREMISES SET
FORTH HEREIN AND INTENDING TO BE LEAGALLY BOUND HEREBY, SUBLESSOR AND SUBTENAT
AGREE AS FOLLOWS:
SECTION 1. TERM; PREMISES; USE AND OCCUPANCY
---------------------------------
1.1 Subject to Sublessor's receipt of written approval from Prime
Landlord of the subleasing contemplated hereby, Sublessor hereby leases to
Subtenant, and Subtenant hereby hired from Sublessor, for a term (the "Term")
commencing on April 15, 2000 (the "Commencement Date") and expiring on October
30, 2002 (the "Expiration Date"), Approximately 21,216 square feet on the sixth
floor of the Building (the "Sublease Premises").
1.2 Subtenant agrees to and shall occupy the Sublease Premises for
the normal conduct of general business and/or professional offices and for no
other purpose.
SECTION 2. FIXED RENT AND ADDITIONAL RENT
------------------------------
2.1 Subtenant shall pay the following rent to Sublessor:
(a) Fixed Rent (as specified hereinafter); and
(b) Additional Rent (as specified hereinafter).
2.2 Subtenant shall pay Fixed Rent and Additional Rent at the address
of Sublessor specified in Section 15 (or at such other place as Sublessor may
designate by a Notice) in lawful money of the United States of America, promptly
when due and payable, with notice or
4
demand therefore, and without any abatement, set-off, deduction, or
counterclaim of any kind whatsoever (unless and to the extent specifically
permitted under this Sublease).
2.2 Subtenant shall pay Sublessor as "fixed Rent" hereunder the
following:
(a) Three Hundred Thirty Nine Thousand Four Hundred Fifty
Six and 00/100 dollars ($339,456.00), in equal monthly installments of Twenty
Eight Thousand Two Hundred Eighty Eight and 00/100 dollars ($28,288.00) for the
period from the Commencement Date through April 14, 2001; and
(b) Five Hundred Thirty Nice Thousand Six Hundred Eighty
Two and 00/100 ($539,682.00), in equal monthly installments of Twenty Nice
Thousand One Hundred Seventy Two and 00/100 dollars ($29,172.00) for the period
April 15, 2001 through the Expiration Date; and
2.4 The first monthly installment of Fixed Rent shall be due on or
before the first day of occupancy, with each subsequent installment due on or
before the fifteenth date of each successive month following the Commencement
Date.
2.5 In the Sublease, "Additional Rent" shall be and shall consist of
all sums of money, costs, expenses or charges of any kind or amount whatsoever
(other than Fixed Rent) which Subtenant has assumed or agreed to pay or which
become due and payable by Subtenant to Sublessor under this Sublease.
2.6 Sublessor shall pay any Additional Rent due under this Sublease
to Sublessor upon demand.
2.7 Sublessor hereby represents and Subtenant acknowledges that
electricity supplied to the Sublease Premises is separately metered; the cost of
which electricity shall be borne by Subtenant.
5
SECTION 3. INTENTIONALLY OMITTED
---------------------
SECTION 4. INCORPORATED PRIME LEASE
------------------------
4.1 In this Sublease:
(a) "Excluded Articles" means the terms, covenants, conditions and
provisions of the Prime Lease specified in Exhibit "A": hereto; and
(b) "Incorporated Prime Lease" means the Prime Lease as modified by
excluding the Excluded Articles, a copy of which has been prev8iously supplied
to Subtenant.
Any reference to the Prime Lease by itself (i.e. to "Prime Lease" and
not to "Incorporated Prime Lease") shall be construed as meaning the Prime Lease
and all terms, covenants, conditions and provisions thereof.
4.2 To the extent no inconsistent with the agreements and
understandings expressed in this Sublease or applicable solely to the original
parties of the Prime Lease, the terms, provisions, covenants and conditions of
the Incorporated Prime Lease are hereby incorporated in this Sublease by
reference and shall be binding upon both parties hereto, subject to the
following understandings:
(a) the term "Landlord" as used in the Incorporated Prime Lease shall
apply to the Sublessor herein, and its successors and assigns, and the term
"Tenant" as used in the Incorporated Prime Lease shall apply to the Subtenant
herein, and its permitted successors and assigns;
(b) wherever it is provided in the Incorporated Prime Lease that the
Landlord has the right to elect to perform any covenant, term or provision of
the Tenant thereunder upon default of the Tenant in observing or complying with
such covenant, term or provision, such right shall inure to the benefit of the
Sublessor as well as to the benefit of the Prime Landlord; and (c) nothing
6
herein or in the Incorporated Prime Lease and/or the Prime Lease contained shall
be construed to required the Sublessor to cure any default of the Landlord under
the Prime Lease or to bring any action or proceeding or take steps to enforce
the Sublessor's rights, if any, against the Landlord in respect thereof.
In the event of any inconsistency between the Incorporated Prime Lese
and the specific provisions of this Sublease, the specific provisions of this
Sublease shall govern.
4.3 Subtenant shall have all rights and obligations of
"Tenant" under the Incorporated Prime Lease. Sublessor shall have the rights and
obligations of "Landlord" under the Incorporated Prime Lease, except that
Sublessor shall have no responsibility:
(a) for furnishing to the Sublease Premises any
building services, repairs, and/or work of any kind whatsoever which Prime
Landlord is required to furnish under the Prime Lease; and/or
(b) for any default whatsoever of or by Prime
Landlord under the Prime Lease.
Nothing in this Sublease shall be construed to create privity of
estate or contract between Subtenant and Landlord under the Prime Lease.
Subtenant shall have no rights in and with respect to the Sublease Premises
greater than Sublessor's rights under the Prime Lease.
4.4 In furtherance (and without limitation) of Section 4.3, Subtenant
agrees that Sublessor shall have no obligation to furnish heat, air
conditioning, elevator service, electricity, cleaning service, and/or any other
building services of any kind whatsoever, and that Sublessor
7
shall not be obligated to make any repairs or restorations of any kind
whatsoever in and to the Sublease Premises. Subtenant agrees to look solely to
Prime Landlord for any services, repairs, and/or work of any kind whatsoever
(any whether normal work or restoration or repairs after damage or destruction)
to be furnished with respect to the Sublease Premises. Nothing herein or in the
Prime Lease contained shall be construed to required the Sublessor to cure any
default of the Prime Landlord under the Prime Lease or to bring any action or
proceedings or take steps to enforce the Sublessor's rights, if any, against the
Prime Landlord in respect thereof. However, if the Subtenant shall make a
reasonable written demand upon the Sublessor to proceed against the Prime
Landlord and the Sublessor shall fail to refuse to take appropriate action to
enforce the rights of the Sublessor against the Prime Landlord under the Prime
Lease, Subtenant shall have the right after fifteen (15) days' Notice to
Sublessor (except in case of any emergency, no prior Written Notice shall be
required to be given to Sublessor) to take such action in Sublessor's own name
and for such purpose (and shall indemnify and hold harmless Sublessor from and
against any and all costs, charges, or liabilities in connection therewith
(including reasonable attorneys' fees)).
4.5 Subtenant agrees not to do (or permit to be done if within
Subtenant's control) any act or thing which will constitute a breach or
violation of any of the terms, covenants, conditions, or provisions of the Prime
Lease, or which will make Sublessor liable for any damages, claims, fines,
costs, or penalties under the Prime Lease.
SECTION 5. CONDITION OF SUBLEASE PREMISES
------------------------------
5.1 Subtenant has inspected the Sublease Premises, knows the
condition thereof, and agrees to accept the same "AS IS" on the date of this
Sublease subject to Sublessor's ordinary use and occupancy of the Sublease
Premises during the period from and after the date hereof to and until the
Commencement Date. Subtenant acknowledges that Sublessor has made no warranties
or presentations with respect to the condition or legal status of the Sublease
Premises (or any fixtures or personal property therein), except as set forth in
this Sublease.
8
5.2 Subtenant agrees that Sublessor has no obligation whatsoever to
alter or repair the Sublease Premises or to prepare the same in any way for
Subtenants occupancy or use. Any and all office furniture and office equipment
remaining in the Premises as of the Commencement Date shall be available for use
by Subtenant, and such office furniture and office equipment shall become the
property of Subtenant at the expiration of this Sublease for a purchase price of
$1.00 so long as Subtenant is not then in default of any of the terms or
conditions hereof. Sublessor hereby represents and warrants that Sublessor owns
said furniture and equipment and that same is not subject to any encumbrance,
lien or security agreement effecting the title thereof.
SECTION 6. ASSIGNMENT: SUBLETTING
----------------------
6.1 Subtenant shall not, without obtaining the prior written consent
of Sublessor (which consent may be with held for any reason whatsoever or for no
reason) and Prime Landlord, in each instance:
(a) assign or otherwise transfer this Sublease, or any part
of Subtenant's right, title or interest therein;
(b) sub-sublet or further underlet all or any part of the
Sublease Premises or allow all or any part of the Sublease Premises to be used
or occupied by any other corporation or any trust, partnership, syndicate,
cooperative, association or other business combination of any kind whatsoever,
or by any natural person or by any estate (each or any combination of the
foregoing jointly and severally a "Person"; or
(c) mortgage, pledge or otherwise encumber this Sublease,
or the Sublease Premises.
9
For purposes of this Article:
(a) the transfer of more than fifty per cent (50%) of any
class of capital stock of Subtenant or of any sub-subtenant, or the transfer of
more than fifty per cent (50%) of the total actual or beneficial interest(s) in
Subtenant or of any other Person which is a sub-subtenant, however accomplished,
whether in a single transaction or in a series of related or unrelated
transactions shall be deemed an assignment of this Sublease, or of such
sub-sublease, as the case may be;
(b) an agreement by any other Person, directly or
indirectly, to assume Subtenant's obligations under this Sublease or mange
Subtenant's business affairs shall be deemed an assignment; and
(c) any Person to whom Subtenant's interest under this
Sublease passes by operation of law, or otherwise, shall be bound by the
provisions of this Section.
Subtenant agrees to furnish to Sublessor upon demand at any time such
information any assurances as Sublessor may reasonably request that neither
Subtenant, or any previously permitted sub-subtenant, has violated the
provisions of this Article.
6.2 Subtenant may, upon ten (10) days' prior Notice to Sublessor,
permit any Person(s) which controls, are controlled by, or are under common
control with Subtenant (herein referred to as a "Related Person") to sub-sublet
or occupy all or part of the Sublease Premises for any of the purposes permitted
to Subtenant (subject, however, to compliance with Subtenant's obligations under
this Sublease), provided that 9a) Subtenant shall not then be in default in the
performance of any of its obligations under this Sublease, (b) in the Notice
referred to above, Subtenant shall furnish Sublessor with the name of any such
Related Person together with a certification of Subtenant, and such other proof
as Sublessor may reasonably request, that such sub-subtenant or occupant is a
Related Person (c) in the reasonable judgment of Sublessor the proposed
sub-subtenant or occupant is of sound character and good reputation, (d) there
shall be no Fixed Rent and/or Additional Rent or other compensation payable to
Subtenant by any such Related Person which is in excess of the Fixed Rent and/or
Additional Rent or other compensation then payable by Subtenant hereunder for
the portion of the Sublease Premises cover by the sub-sublease and Subtenant
shall certify to this effect prior to such sub-subletting, (e) if at any time
such subtenant or occupant shall cease to be a Related Person, it shall have no
further right to sub-sublet or occupy all or any part of the Sublease Premises
10
except pursuant to all other provisions of this Section 6, and (f) Prime
Landlord (and all other parties, if any, whose consent is required under the
Prime Lease) shall have previously consented in writing to such sub-subletting
or occupancy. Subtenant shall promptly furnish to Sublessor such reasonable
evidence (which evidence may, at Sublessor's request, include the written legal
opinion of Subtenant's attorneys) as shall be necessary to establish that such
sub-subtenant or occupant remains a Related Person. Such sub-subletting or
occupancy shall not be deemed to vest in any such Related Person any right or
interest in this Sublease or the Sublease Premises nor shall it relieve,
release, impair or discharge any of Subtenant's obligations hereunder. For the
purposes hereof, "control" shall be deemed to mean ownership of not less than
50% of all of the voting stock of a corporation or not less than 50% of all of
the legal and equitable interests in any other Person or the possession of the
power, directly or indirectly, to direct or cause the direction of management
and policy of a corporation or other Person, whether through the ownership of
voting securities, common directors or officers, the contractual right to manage
the business affairs of such Person, or otherwise.
6.3 Any assignment required to be made with Sublessor's consent shall
not be effective, and shall be void as against Sublessor, unless and until the
assignee shall execute, acknowledge and deliver to Sublessor an agreement, in
form and substance reasonably satisfactory to Sublessor, under which (i) such
assignee assumes the obligations and performance of this Sublease and agrees to
be bound by all of the covenants, agreements, terms, provisions and conditions
on the part of Subtenant to be performed or observed on and after the effective
date of any such assignment; and (ii) the assignor agrees that the provisions of
this Article shall continue to be binding upon it in the future, notwithstanding
the assignment or other transfer.
6.4 Subtenant covenants that, notwithstanding any sub-sublease,
assignment or transfer, whether or not in violation of the provisions of this
Sublease, and notwithstanding the acceptance of any Fixed Rent or other
compensation by Sublessor from an assignee, sub-sublessee, transferee, or any
11
other Person, Subtenant shall remain fully primarily, and jointly and severally,
liable for the payment of all Fixed Rent due and to become due under this
Sublease and for the performance and observance of all of the covenants,
agreements, terms, provisions and conditions of this Sublease on Subtenant's
part to be performed or observed. After any assignment, sub-subletting, or other
transfer permitted under this Section 6, Subtenant's liabilities and obligations
under this Sublease shall not be discharged, released or impaired in any respect
by an agreement or stipulation made by Sublessor extending the Term, or
modifying any obligations contained in this Sublease, or by any waiver or
failure of Sublessor to enforce any of Subtenant's obligations under this
Sublease, and Subtenant shall continue liable hereunder.
SECTION 7. INSURANCE
---------
7.1 At its expense, Subtenant will obtain and maintain any and all
liability and casualty insurance of any kind whatsoever which Sublessor is
required to maintain with respect to the Subleased Premises as Tenant under the
Prime Lease including, without limitation, Article 43 thereof, which policies
shall otherwise comply with the terms and conditions required by the Prime Lease
and shall name Sublessor as an additional insured. If Subtenant fails to
maintain any such insurance, Sublessor may ,at its election, obtain the same and
collect the cost thereof from Subtenant as Additional Rent, upon demand, with
interest thereon at the Sublease Interest Rate from date of such demand.
SECTION 8. ALTERATIONS; RESTORATION; MAINTENANCE AND REPAIRS
-------------------------------------------------
8.1 Subtenant shall make no alterations, improvements, decorations,
or installations of any kind whatsoever in or to the Sublease Premises without
the prior written consent of Sublessor, which consent shall neither be
unreasonably delayed nor withheld (and without the prior written consent of
Prime Landlord as required under the Prime Lease). Sublessor's consent shall not
be required for the decoration of the Sublease Premises or the placement of
carpeting or rugs, wall covering, lighting fixtures or works of art (which
decorations may , however, require the consent of Prime Landlord). Subtenant
Agrees that Subtenant's employment of any contractor, subcontractor, or other
12
person in connection with the alteration , restoration, improvement or
decoration of the Sublease Premises (or any portion thereof) shall be expressly
subject to the approval of Prime Landlord.
8.2 Unless Sublessor gives Subtenant Notice to the contrary sixty
(60) days before the end of the Term, Subtenant shall restore the Sublease
Premises at the end of the Term to (and surrender the same to Sublessor in) the
condition which existed prior to any and all alterations, improvements,
decorations, or installations by Subtenant in or to the Sublease Premises
(whether or not previously approved by Sublessor).
8.3 Without limiting any of Subtenant's obligations imposed pursuant
to the terms of this Sublease, Subtenant shall, at its sole cost and expense (i)
cause the Sublease Premises to be kept clean and all refuse to be removed there
from; and (ii) cause to be performed all custodial services to the Sublease
Premises.
8.4 Notwithstanding anything to the contrary herein or in the Prime
Lease, Subtenant shall not install or cause to have installed any exterior
signage on the Building.
SECTION 9. SUBORDINATION
-------------
9.1 This Sublease and all rights of Subtenant hereunder are and shall
be subject and subordinate to the Prime Lease and to all mortgages, leases,
leasehold mortgages, and to all other rights whatsoever, if any, to; which the
Prime Lease (and Sublessor's interest therein) are subject and subordinate.
SECTION 1 0. INDEMNIFICATION
---------------
10.1 Subtenant agrees to indemnify and hold Sublessor harmless from
and against (and to pay Sublessor the full amount of) all loss, liability,
obligation, damage, penalty, cost, claim, demand, judgment, charge and expense
of every kind whatsoever (including, but not limited to, attorneys' and
13
architects' fees), whensoever asserted or occurring, which Sublessor may incur
or payout, or which may be asserted against Sublessor, by reason of, or in
connection with:
(a) any failure of or by Subtenant to perform or comply with any and
all of the terms, covenants, conditions and provisions of this Sublease;
(b) any work or thing of whatsoever kind done in, on, OT about the
Sublease Premises or the Building by Subtenant or by Subtenant's employees,
contractors, agents, or licensees (including, but not limited to, construction,
alterations, repairs, or similar acts of any kind whatsoever, and whether or not
authorized by this Sublease); and/or
(c) any negligence or willful act or omission of Subtenant or
Subtenant's employees, contractors, agents, or licensees; and/or
(d) any injuries to persons or property occurring in, on, or about
the Sublease Premises or the Building caused by Subtenant or Subtenant's
employees, contractors, agents, or licensees; and/or
(e) any appearance by Sublessor or any officer or employee of
Sublessor, as a witness or otherwise (and whether discretionary or compulsory)
in any action or proceeding involving Subtenant.
SECTION 11. QUIET ENJOYMENT
---------------
11.1 Upon paying Fixed Rent and Additional Rent and observing the
terms, covenants, conditions and provisions of this Sublease, Subtenant shall
and may lawfully and quietly hold and enjoy the Sublease Premises during the
term of this Sublease without hindrance, ejection, molestation or interruption
by or from Sublessor.
14
11.2 If the Prime Lease terminates for any reason whatsoever prior to
the date on which this Sublease is scheduled to expire, this Sublease shall
thereupon terminate. Sublessor shall not be liable to Subtenant by reason of any
such termination and thereafter shall have no further obligations of any kind
whatsoever to Subtenant hereunder (unless Prime Landlord terminates the Prime
Lease for nonpayment of rent or other default by Sublessor under the Prime
Lease; provided, however, that such default is neither partially nor wholly
attributable or. related to a breach by Subtenant of its obligations under this
Sublease). Subject to the foregoing, Subtenant shall be bound in all respects by
any agreements and modifications thereof between Landlord and Sublessor unless
such agreements materially and adversely affect Subtenant's rights and
obligations under this Sublease (in which event, Sublessor may, but shall not be
required to, indemnify and hold Subtenant harmless from and against such
material adverse effect and thereupon such agreement shall be binding on
Subtenant as if it were a party thereto ) and by the determinations of courts,
arbitrators, or other persons whose decisions are binding upon Sublessor under
the Prime Lease.
11.3 If this Sublease terminates prior to the Expiration Date as a
result of a termination of the Prime Lease, Subtenant's installment of Fixed
Rent for the month in which such termination occurs shall be equitably
apportioned based upon that percentage by which the number of days of occupancy
by Subtenant bears to the total number of days in the month of such termination.
SECTION 12. SURRENDER OF SUBLEASE PREMISES
12.1 Upon the scheduled expiration or termination of this Sublease,
or upon any earlier termination of this Sublease, Subtenant shall peaceably and
quietly leave and surrender to Sublessor the Sublease Premises broom clean, in
good condition and repair, and restored to the extent required under Section 8.2
of this Sublease. Subtenant's obligatio'I1s under this Section shall survive the
expiration of the Term or any earlier termination of this Sublease.
15
SECTION 13. DELIVERY OF POSSESSION
13.1 If Sublessor is unable to give possession of the Premises on the
Commencement Date for any reason whatsoever, Sublessor shall not be liable for
failure to give such possession, nor shall such failure be deemed to extend the
Term. In such event, this Sublease shall continue in full force and effect
subject, however, to Subtenant's right to terminate this Sublease under Section
23.1 hereof.
13.2 If Sublessor permits Subtenant to enter the Premises before the
Commencement Date, Subtenant agrees that such occupancy shall be pursuant to all
terms, covenants, conditions and provisions of this Sublease.
13.3 This Section constitutes "an express provision to the contrary"
within the meaning of Section 223-a of the New York Real Property Law.
SECTION 14. REAL ESTATE BROKERS
-------------------
14.1 Subtenant and Sublessor have not dealt with any broker for the
negotiation and execution of this Sublease except Xxxxxx & Xxxxxxx, Inc. (the
"Broker"), with an office at 0000 Xxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000.
14.2 Subtenant agrees to indemnify and hold Sublessor harmless from
and against any commission or fee claimed by any person with whom Subtenant has
dealt in connection with the negotiation and execution of this Sublease other
than the Broker. (Subtenant's indemnification shall cover, also, all expenses
which Sublessor incurs to defend against any such commission or fee (including,
but not limited to, reasonable attorneys' fees)).
16
SECTION 15. NOTICES
15.1 All notices, requests, demands, elections, consents, approvals
and other communications hereunder must be in writing (each such, in writing, a
"Notice") and addressed as follows (or at any other address which either party
may designate by Notice):
IF TO SUBLESSOR:
---------------
North Fork Bank
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Facilities Management
IF TO SUBTENANT:
---------------
XXxxxXxXxxxxx.xxx, Inc.
0000 Xxxx Xxxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
Attn: Xx .Xxxxx Xxxxxxx
Any Notice required by this Sublease to be given or made within a
specified period of time, or on or before a date certain, shall be deemed to
have been duly given only if delivered by hand or mailed by certified or
registered mail, return receipt requested, postage and fees prepaid or by a
nationally recognized overnight courier service. A Notice sent by certified or
registered mail (as above) shall be deemed given three (3) days after the date
of mailing. All other Notices shall be deemed given when received.
SECTION 16. DEFAULTS
--------
16.1 At Sublessor's option, anyone or more of the following shall be
a "Default" under this Sublease:
(a) if Subtenant fails to pay any installment of Fixed Rent or
Additional Rent when due; and/or
17
(b ) if Subtenant fails to perform or observe any other term,
covenant, condition, or provision of this Sublease and such failure continues
for ten (10) days after Notice from Sublessor, unless such failure requires work
to be performed, acts to be done, or conditions to be removed which cannot by
their nature reasonably be performed, done or removed within such ten (10) days,
in which case the Default shall not be deemed to exist as long as Subtenant:
(i) advises Sublessor by Notice promptly after
Sublessor's Notice that Subtenant intends to take all steps necessary to remedy
such failure with due diligence; and
(ii) duly commences curing the same within such
ten (10) day period; and
(iii) diligently and continuously prosecutes to
completion the steps necessary to remedy the same: and/or
(c) if Subtenant abandons the Sublease Premises, which
abandonment shall be deemed to occur on the twentieth (2Oth) day after notice
that the Sublease Premises are vacant (unless any earlier abandonment
constitutes a default under the Prime Lease or under any insurance policy
affecting the Sublease Premises, in which event Subtenant's abandonment shall be
deemed to occur and constitute a default from and after the time a default is
deemed to occur under the Prime Lease and/or the affected insurance policy);
and/or
(d) if Subtenant admits, in writing, that Subtenant is
unable to pay Subtenant's debts as such become due; and/or
(e) if Subtenant makes an assignment of all or a
substantial part of its assets for the benefit of creditors; and/or
18
(f) to the extent permitted by law, if Subtenant files a
voluntary petition in bankruptcy, or if Subtenant or any Guarantor files any
petition or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future federal, state or other law, or if Subtenant seeks or consents to or
acquiesces in or suffers the appointment of any trustee, receiver or liquidator
of Subtenant or any Guarantor or of all or any substantial part of Subtenant's
properties or of the Premises ( or Subtenant's interest therein); and/or
(g) if within sixty (60) days after the commencement of any
proceeding against Subtenant seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future federal, state or other law, such proceeding shall not have
been dismissed; or if, within sixty (60) days after the appointment (without the
consent or acquiescence of Subtenant) of any trustee, receiver or liquidator of
Subtenant or of all or any substantial part of Subtenant's properties or of the
Premises ( 01 Subtenant's interest therein), such appointment sha11 not have
been vacated or stayed on appeal 01 otherwise, or if, within thirty (30) days
after the expiration of any such stay, such appointment shall not have been
vacated; and/or
(h) if, within a reasonable time after the Commencement
Date, Subtenant has not occupied the Premises for the use specified in Section
1; and/or
(i) if Subtenant shall sublet the Premises or mortgage,
pledge, assign transfer, or otherwise dispose of this Sublease (or Subtenant's
estate hereunder) without complying with all applicable requirements of this
Sublease; and/or
(j) if a levy under execution or attachment shall be made
against Subtenant or Subtenant's property and such execution or attachment shall
not be vacated or removed by cow order, bonding or otherwise within a period of
forty- five (45) days.
19
SECTION 17. REMEDIES OF SUBLESSOR
---------------------
17.1 If any Default occurs and Sublessor, at any time
hereafter, at Sublessor's option, gives Notice to Subtenant (the "Termination
Notice") stating that this Sublease and the Term. shall expire and terminate on
the date specified in such Termination Notice (which date shall be not less than
three (3) business days after the giving of the Termination Notice), then this
Sublease and the Term and all rights of Subtenant under this Sublease shall
expire and terminate as if the date specified in the Termination Notice were the
date definitely fixed in this Sublease for expiration of the Term; and Subtenant
shall quit and surrender the Premises but shall remain liable as hereinafter
provided.
17 -2 If any Default occurs, or if this Sublease is
terminated as provided above, or by summary proceedings, or by any other legal
action or proceeding, Sublessor may, without notice, re-enter and repossess the
Premises using such force for that purpose as may be necessary without being
liable to indictment, prosecution or damages; and Subtenant shall remain liable
as herein after provided. If Sublessor so re-enters, at its option, Sublessor
may:
(a) repair and alter the Premises in such manner as
Sublessor may deem necessary or desirable; and/or
(b ) let or relet the Premises ( or any parts thereof) for
the whole or any part of the remainder of the Term, or for a longer period, in
Sublessor's name or as agent of Subtenant, and pay and apply any rent and other
sums thus collected or received as follows.
(i) first, to all costs and expenses of
terminating this Sublease, re-entering, retaking, repossessing, repairing and/or
altering the premises, and all costs and expenses of removing all persons and
property there from (including, but not limited to, court costs and transcript
costs and reasonable attorneys' fees and disbursements);
20
(ii) second, to all costs and expenses incurred
in securing any new tenants and other occupants (including, but not limited to,
reasonable and customary brokerage commissions, reasonable and customary legal
expenses and attorneys' fees and disbursements and all reasonable and customary
expenses of preparing the Premises for re-letting) and, if Sublessor shall
maintain and operate the Premises, all costs and expenses of maintenance and
operation; and
(iii) third, any balance remaining on account of
Subtenant's liability to Sublessor.
No re-entry by Sublessor, whether under summary proceedings or by any other
legal action or proceeding, shall absolve or discharge Subtenant from any
liability whatsoever hereunder. Sublessor shall not be responsible or liable for
any reason whatsoever for any failure to relet the Premises (or any parts
thereof), or for any failure to collect any rent due on any such re-letting; and
in no event shall any failure to relet or to collect rent relieve Subtenant of
any liability under this Sublease. Subtenant shall not be entitled to any excess
of rents collected upon any re-letting of the Premises over the sums payable by
Subtenant hereunder.
17.3 If this Sublease and the Term terminate as provided in Section
17.1 or by or under any summary proceeding or any other legal action or
proceeding, or if Sublessor re-enters the Premises as provided in Section 17.2
or by or under any summary proceeding or any other legal action or proceeding,
then, in any of such events:
(a) Subtenant shall pay Sublessor all Fixed Rent and
Additional Rent due under this Sublease to the date upon which this Sublease and
the Term have terminated or to the date of re-entry upon the Premises by
Sublessor.
(b) Subtenant shall additionally pay Sublessor, as damages,
any deficiency (referred to as a "Deficiency") between the Fixed Rent and
Additional Rent reserved in this Sublease for the period which otherwise would
have constituted the unexpired portion of the Term and the amount, if any, of
rents collected under any re-Ietting effected pursuant to Section 17.2 for any
part of such period. Any such Deficiency shall be paid in installments by
21
Subtenant on the days specified in this Sublease for payments of Fixed Rent.
Sublessor shall be entitled to recover from Subtenant each Deficiency
installment as the same arises; and no suit to collect the amount of any
Deficiency installment shall prejudice Sublessor's right to collect a deficiency
for any subsequent installment by a similar proceeding.
(c) Whether or not Sublessor collects any Deficiency
installments under (b) above, Sublessor shall be entitled to recover from
Subtenant, and Subtenant shall pay Sublessor, on demand, in lieu of any further
Deficiency, as and for liquidated and agreed final damages (it being agreed that
it would be impractical or extremely difficult to fix actual damages), a sum .
equal to the amount by which the Fixed Rent and Additional Rent reserved in this
Sublease for the period which otherwise would have constituted the unexpired
portion of the Term exceeds the then fair and reasonable rental value of the
Premises for the same period, both discounted to present worth at the rate of
four (4%) per cent per annum less the aggregate amount of Deficiencies
previously collected by Sublessor pursuant to paragraph (b ) of this Section
17.3 for the same period. If, before presentation of proof of such liquidated
damages to any court, commission or tribunal, the Sublease Premises ( or any
part thereof) shall have been relet for the period which otherwise would have
constituted the unexpired portion of the Term, the amount of rent reserved upon
such re-Ietting shall be deemed I2rimi! ~ to be the fair and reasonable rental
value for the part or the whole of the Sublease Premises so relet during the
term of such re-Ietting.
17.4 Subtenant agrees that Sublessor may bring suit or suits from
time to time, at Sublessor's election, for the recovery of damages, or for a sum
equal to any installment or installments of Fixed Rent or Additional Rent or any
Deficiency or other sum payable by Subtenant to Sublessor pursuant to this
Section 17; and nothing in this Sublease shall require Sublessor to await the
date on which this Sublease or the Term would have expired by limitation had
there been no Default by Subtenant and no termination.
22
17.5 Nothing in this Sublease shall limit or prejudice Sublessor's
right to prove and obtain as liquidated damages in any bankruptcy, insolvency,
receivership, reorganization or dissolution proceeding an amount equal to the
maximum allowed by any law governing such proceeding at the time when such
damages are to be proved, whether or not such amount is greater, equal to, or
less than the amount of damages otherwise specified in this Section.
17.6 No receipt of moneys by Sublessor from Subtenant after the
giving of a Termination Notice, or after a termination of this Sublease, shall
reinstate, continue or extend the Term or affect any Termination Notice or other
Written Notice previously given to Subtenant, or operate as a waiver of
Sublessor's right to enforce payment to Fixed Rent or Additional Rent payable by
Subtenant hereunder or thereafter failing due, or operate as a waiver of
Sublessor's right to recover possession of the Premises by proper remedy (unless
otherwise expressly provided to the contrary in this Sublease). It is agreed by
Subtenant that after the giving of a judgment for the possession of the Sublease
Premises, Sublessor may demand, receive and collect all moneys due or thereafter
falling due without in any manner invalidating or rescinding such Termination
Notice, proceeding, order, suit or judgment; and at Sublessor's election, all
moneys so collected shall be deemed payments either on account of the use and
occupancy of the Sublease Premises or on account of Subtenant's liability
hereunder.
17.7 Subtenant shall pay Sublessor all costs and expenses (including,
but not limited to, reasonable attorneys' fees and disbursements), with interest
thereon at the Sublease Interest Rate, incurred by Sublessor in any action or
proceeding, at law or in equity, which Sublessor may be made a party by reason
of any act or omission of Subtenant. In addition, Subtenant shall Pay Sublessor
all costs and expenses (including, but not limited to, reasonable attorneys'
fees and disbursements), with interest thereon at the Sublease Interest Rate,
incurred by Sublessor in enforcing any of the terms, covenants, condition, or
provisions of this Sublease and incurred in any action brought buy Sublessor
against Subtenant on account of the provisions of this Sublease (including, but
no limited to, any action for the collection of Fixed Rent and/or Additional
Rent and/or for any Deficiency), unless Subtenant successfully defends such
action undertaken by Sublessor; and all such reasonable and customary costs,
expenses, and attorneys' fees and disbursements, with interest thereon at the
Sublease Interest Rate, may be included in and form a part of any judgment
entered in any such proceeding brought by Sublessor against Subtenant on or
under this Sublease.
23
SECTION 18. WAIVER OF REDEMPTION AND JURY TRIAL
18.1 In case Subtenant shall be dispossessed by a judgment or by
warrant of any court in case of re-entry or repossession by Sublessor pursuant
to a Court Order, or by any other reasonable legal means, or in case of any
expiration or termination of this Sublease, unless otherwise expressly provided
to the contrary in this Sublease or prohibited by law, Subtenant (for and on
behalf of Subtenant and all persons claiming through or under Subtenant) hereby
expressly waives:
(a) service of any notice of intention to re-enter now or hereafter
provided by law, or of commencement of legal proceedings for that purpose; and
(b ) any and all rights of redemption now or hereafter provided by
law; and ,
(c) re-entry or repossession or right to restore the operation of
this Sublease.
Sublessor and Subtenant hereby waive trial by jury in any action or proceeding
brought by either party against the other on any matter whatsoever arising out
of or in any way connected with this Sublease, the relationship of Sublessor and
Subtenant, Subtenant's use or occupancy of the Premises, or any claims of injury
or damage. The terms "enter", "re-enter", "entry" or "re-entry", as used in this
Sublease are not restricted to their trade, business or legal meaning.
24
SECTION 19. OTHER REMEDIES
--------------
19.1 In the event of any breach by Subtenant of any term, covenant,
condition or provision of this Sublease, Sublessor shall be entitled to enjoin
such breach and shall have the right to invoke all rights and remedies allowed
at law or in equity as though this Sublease did not provide for re-entry ,
summary proceedings, damages or other remedies.
19.2 If an order for relief is entered in any case which is commenced
by or against Subtenant under the present or any future federal or state
bankruptcy laws, Sublessor shall be entitled to invoke any and all rights and
remedies available to it under such bankruptcy laws or this Sublease (including,
without limitation, such rights and remedies as may be necessary adequately to
protect Sublessor's right, title and interest in and to the Premises or any part
thereof).
SECTION 20. CUMULATIVE EFFECT
-----------------
20.1 Each right and remedy of Sublessor in this Sublease shall be
cumulative and in addition to every other right or remedy in this Sublease or
now or hereafter existing at law or in . equity; and the exercise ( or beginning
of the exercise) by Sublessor of anyone or more rights or
remedies in this Sublease or now or hereafter existing at law or in equity shall
NOT preclude the simultaneous or later exercise by Sublessor of any and all
other rights or remedies in this Sublease or now or hereafter existing at law or
in equity.
SECTION 21. SUBLEASE INTEREST RATE
----------------------
21.1 Sublease Interest Rate" means a rate per annum equal to the
lesser of:
(a) the highest rate permitted by law; or
(b) twelve percent (12%) per annum.
25
SECTION 22. CERTAIN REPRESENTATIONS
-----------------------
22.1 Subtenant covenants, warrants and represents that:
(a) Subtenant is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada; and
(b) Subtenant has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Sublease. Subtenant's
execution, deliver, and performance of this Sublease, and Subtenant's
consummation of all transactions contemplated hereby, have been duly authorized
by all necessary corporate action of Subtenant, if any.
22.2 Sublessor covenants, warrants and represents that:
(a) it has delivered a true and correct copy of the Prime Lease and
all amendments there to affecting the Sublease Premises and that there are no
other agreements between Sublessor and Prime Landlord under the Prime Lease;
(b) the term of the Prime Lease has commenced and Sublessor has
neither given nor received any notice of default under the Prime Lease, not
heretofore cured or waived;
(c) no consents are required from any party other than from Prime
Landlord under the Lease as a precondition to the effectiveness of this
Sublease;
(d) Sublessor is a corporation duly organized, validly existing, and
in good standing under the laws of the State of New York:
(e) Sublessor has all requisite corporate power and authority to
execute, deliver, and perform its obligations under this Sublease. Sublessor's
execution, delivery and performance of this Sublease, and Sublessor's
26
consummation of all transaction contemplated hereby, have been duly authorized
by all necessary corporate action of Sublessor, if any; and
(f) Sublessor has received no Notice of any violation of any law
which remains uncured.
SECTION 23. LANDLORD'S CONSENT
------------------
23.1 This Sublease is subject to, and shall become effective upon
Sublessor and Subtenant, only if Prime Landlord consents in writing to this
Sublease. If Sublessor does not receive Prime Landlord's written consent to this
Sublease on or before May 15, 2000, either party may terminate this Sublease by
Notice to the other party delivered no later than May 20, 2000; and upon the
giving of such Notice of termination, this Sublease shall terminate, and the
parties shall have no further liability hereunder.
23.2 Subtenant agrees that in any case where the provisions of this
Sublease require the consent or approval of Sublessor prior to the taking of any
action, it shall be a condition precedent to the taking of such action that the
prior consent or approval of Prime Landlord shall have been obtained if the
consent of Prime Landlord must be obtained under the Prime Lease in such cases.
Except as otherwise expressly provided to the contrary herein and provided
Subtenant is not in default hereunder with respect to a default of which Notice
has been given by Sublessor to Subtenant, Sublessor agrees that its consent or
approval will not be unreasonably withheld or delayed in any such case, and that
it will not withhold or delay its consent to any request made by Subtenant to
which Prime Landlord shall have consented, unless the action for which such
consent is sought may reasonably be expected to increase Sublessor's duties or
liabilities under the Prime Lease. In such latter event, Sublessor's consent
will not be withheld if Subtenant delivers to Sublessor its agreement in form
and substance reasonably satisfactory to Sublessor whereby Subtenant indemnifies
Sublessor's against the consequences of such increase in Sublessor's duties or
liabilities under the Prime Lease including, without limitation , the
reimbursement of any expense incurred by Sublessor by reason of its performance
of such increased duties or nay loss suffered by reason of such increased
27
liabilities. Subtenant agrees that Sublessor shall not have any duty or
responsibility with respect to obtaining the consent or approval of Prime
Landlord when the same is required under the terms of the Prime Lease, other
than the mere transmission by Sublessor to Prime Landlord of Subtenant's request
for such consent or approval, whether in the name of Subtenant or in the name of
Sublessor, as required by the Prime Lease.
SECTION 24. MISCELLANEOUS
-------------
24.1 No covenant, agreement, term or condition of this Sublease to be
performed or complied with by Subtenant, and no breach thereof, shall be waived,
altered or modified except by a written instrument executed by Sublessor. No
waiver of any breach shall affect or alter this Sublease, but each and every
term, covenant, condition and provision of this Sublease shall continue in full
force and effect with respect to any other then existing or subsequent breach.
The failure of Sublessor or Subtenant to seek redress for violation of, or to
insist upon the strict performance of any term covenant, condition or provision
of this Sublease, or to exercise any right or remedy consequent upon a breach
thereof, shall not prevent a subsequent act which would have originally
constituted a violation from having all the force and effect of an original
violation. The receipt by Sublessor of Fixed Rent or Additional rent with
knowledge of the breach of any term, covenant, condition, or provision of this
Sublease shall not be deemed a waiver of such breach. No payment by Subtenant or
receipt by Sublessor of a lesser amount than the monthly installment of Fixed
Rent and/or any amount of Additional Rent herein stipulated shall be deemed to
be other than on account of the earliest stipulated Fixed Rent or Additional
Rent. NO endorsement or statement on any check or any letter accompanying any
check or payment of Fixed Rent or Additional Rent shall be deemed an accord and
satisfaction or a modification of this Sublease; and Sublessor may accept any
such check or payment without prejudice to Sublessor's right to recover the
balance of such rent or pursue any other remedy under this Sublease. No payment
by Sublessor of any amount required to be paid by Subtenant hereunder shall
waive or release Subtenant's default in making any such payment or Sublessor's
right to take action hereunder by reason of Subtenant's default. No agreement to
accept any surrender of the Sublease Premises shall be valid unless in ,writing
signed by Sublessor and Subtenant. Except pursuant to a written agreement duly
executed by Subtenant and Sublessor, no act or thing done by Sublessor or
Sublessor's agents during the Term shall be deemed an acceptance of a surrender
of the Sublease Premises. No agent or employee of Sublessor shall have any power
to accept the keys of the Sublease Premises prior to the tennination of the
Sublease; and delivery of keys to any such agent or employee shall not operate
as a tennination of the Sublease or a surrender of the Sublease Premises.
28
24.2 This Sublease shall be construed and enforced in accordance
with, and governed by, the laws of the State of New York. This Sublease embodies
the entire agreement and understanding between the parties and supersedes all
prior agreements and understanding relating to the subject matter hereof. This
Sublease may not be modified or amended or any term or provision hereof waived
or discharged except in writing signed by the party against whom such amendment,
modification, waiver or discharge is sought to be enforced. All the terms of
this Sublease, whether so expressed or not, shall be binding upon the respective
successors and assigns of the parties hereto (subject to Section 6) and shall
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns (subject to Section 6). The headings of this
Sublease are for purposes of reference only and shall not limit or otherwise
affect the meaning thereof. This Sublease may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Unless otherwise
specifically set forth in this Sublease, this Sublease creates no options or
rights whatsoever to renew or extend the Term.
24.3 Unless otherwise specifically set forth in the Sublease,
wherever Sublessor's consent is required under this Sublease, Sublessor may
withhold such consent for any reason whatsoever.
29
SECTION 25. SECURITY DEPOSIT
----------------
25.1 Subtenant has deposited with the Sublessor the sum of Eighty
Four Thousand Eight Hundred Sixty Four and 00/100 dollars ($84,864.00) as
security for the faithful performance and observance by Subtenant of the terms,
provisions and conditions of this Sublease. It is agreed that in the event
Subtenant defaults in respect of any of the terms, provisions or conditions of
this Sublease, including, but not limited to, the payment. of Fixed Rent or
Additional Rent, Sublessor may use, apply or retain the whole or any part of the
security so deposited to the extent required for the payment of any Fixed Rent
or Additional Rent or any other sum as to which Subtenant is in default or for
any sum which Sublessor may expend or may be required to expend by reason of
Subtenant's default in respect of any of the tenns, covenants and conditions of
this Sublease, including, but not limited to, any damages or deficiency in the
re-letting of the Sublease Premises, whether such damages or deficiency accrued
before or after summary proceedings or other re-entry by Sublessor. In the event
that Subtenant shall fully and faithfully comply with all of the terms,
provisions, covenants and conditions of this Sublease, the security shall be
returned to Subtenant after the expiration of the Terms and after delivery of
entire possession of the Sublease Premises to Sublessor. Subtenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the monies deposited herein as security and that neither Sublessor nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.
[NEXT PAGE IS SIGNATURE PAGE]
30
IN WITNESS WHEREOF, THIS SUBLEASE HAS BEEN DULY EXECUTED ON THE DAY
AND YEAR FIRST HEREINABOVE WRITTEN.
NORTH FORK BANK
By ___RONALD BUTKOVICH_______
----------------
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
XXXXXXXXXXXXX.XXX, INC.
By:____MOUSSA YEROUSHALMI_____
------------------
Name: Xxxxxx Xxxxxxxxxxx as President
Title: President, 4/12/2000
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
31
STATE OF NEW YORK )
)ss:
COUNTY OF NASSAU )
On this 13 day of April, in the year 2000, before me, the
undersigned, personally appeared Xxxxxx Bukcovich, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledge to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
Xxxxxxxx Xxxx XXXXXXXX XXXX
--------------------
Notary Pulic State of New York Notary Pulic
No. 00-0000000
Qualified in Nassau County
Commission Expires 6/30/01
STATE OF NEW YORK )
)ss:
COUNTY OF )
On this 12 day of April , in the year 2000, before me, the
undersigned, personally appeared Xxxxxx Xxxxxxxxxxx, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledge to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the personaupon behalf of which the individual
acted, executed the instrument.
XXXXX XXXXXXXXX
-------------------------
Notary Public
Xxxxx X. Xxxxxxxxx
Notary Public, State of New York
No. 4675699
Qualified in Nassau County
Commission Expires May 30, 2001
32
CONSENT TO SUBLEASE
-------------------
Notwithstanding anything to the contrary contained in this Sublease
Agreement between XXXXXXXXXXXXX.XXX, INC. as "Subtenant" and NORTH FORK BANK as
"Sublessor", this consent by Owner to said Sublease Agreement shall not modify
any terms of the "Prime Lease" (main lease), nor create any new obligations upon
the Owner, nor shall same relieve the "Sublessor", from its obligation under the
"Prime Lease".
585 XXXXXXX REALTY LLC
successor in interest to
Xxxxxxxx Lever Trust & Xxxxxx Lever
D/b/a The Lever Company
By: ____________________________ Date: 4/13/00
-------
Xxxxxx Lever, Member
By _____________________________
Xxxxx X. Xxxxxx, Member
33
