EXHIBIT 6.1
SUBLEASE
Sublandlord: Xxxxx Information Services Group, a division of Xxxxx
Corporation
Subtenant: Cyberstar Computer Corporation
Subject Property: 6815 - 0000 Xxxxx Xxx Xx, Xxxx Xxxxxxx, XX 00000
Date: October 23, 1998
Lease: Lease Agreement between The Prudential Company of America
and Xxxxx Information Services Group dated September 30, 1998
1. PARTIES:
This Sublease is made and entered into as of October 23, 1998, by and between
Sublandlord and Subtenant, under the Lease dated September 30, 1998 (the "Master
Lease"), between The Prudential Company of America, as landlord (the "Master
Landlord") and Sublandlord under this Sublease, as tenant. A copy of the Master
Lease is attached hereto as Attachment I and incorporated herein by this
reference.
2. SUBLEASED PREMISES AND RENT:
2.1 Subleased Premises:
Sublandlord leases to Subtenant and Subtenant leases from Sublandlord the
premises outlined on Attachment II attached hereto and incorporated herein
by this reference (the "Subleased Premises") upon all of the terms,
covenants and conditions contained in this Sublease. The Subleased
Premises consist of approximately 14,265 square feet, which is a portion
of the building located at the Subject Property identified above, and
commonly referred to as "6825 Shady Oak."
2.2 Rent:
(a) Subtenant shall pay to Sublandlord as rent ("Rent") for the
Subleased Premises according to the following schedule:
$9.00 per rentable square foot throughout the initial term of
this Sublease.
(b) The parties hereto agree that the above-referenced Rent paid by
Subtenant includes Subtenant's share of all operating expenses, including
but not limited to the following: real property taxes and assessments,
building insurance, trash removal, all interior and exterior repair and
maintenance costs (including janitorial), all
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utility costs, and any other reasonable costs necessary for the operation
and/or maintenance of the Subleased Premises and the common areas of the
building.
(c) Rent shall be payable by Subtenant to Sublandlord in consecutive
monthly installments on or before the first day of each calendar month
during the Sublease Term (as hereinafter defined) at the address provided
below for Sublandlord. If the Sublease commencement date or the
termination date of the Sublease occurs on a date other than the first day
or the last day, respectively, of a calendar month, then the Rent for such
partial month shall be prorated and the prorated Rent shall be payable on
the Sublease commencement date or on the first day of the calendar month
in which the Sublease termination date occurs, respectively.
2.3 Security Deposit:
In addition to the Rent specified above. Subtenant shall pay to
Sublandlord the amount of $10,700, as a non-interest bearing Security
Deposit. In the event Subtenant has performed all of the terms and
conditions of this Sublease during the term hereof, Sublandlord shall
return to Subtenant, within ten days after Subtenant has vacated the
Subleased Premises, the Security Deposit, less any sums due and owing to
Sublandlord.
3. SUBLEASE TERM:
The Sublease Term shall be for the period commencing on November 1, 1998, and
continuing through April 30, 2000. In no event shall the Sublease Term
extend beyond the term of the Master Lease.
4. USE:
Subtenant shall use the Subleased Premises only for those purposes permitted in
the Master Lease, unless Sublandlord and Master Landlord consent in writing to
other uses prior to the commencement thereof.
5. PROVISIONS CONSTITUTING SUBLEASE:
In addition to all of the terms stated herein, this Sublease is subject to all
of the terms and conditions of the Master Lease. Subtenant hereby assumes and
agrees to perform all of the obligations of "Tenant" under the Master Lease to
the extent such obligations apply to the Subleased Premises and Subtenant's use
of the common areas, except as specifically set forth herein. Sublandlord hereby
agrees to use its reasonable best efforts to cause Master Landlord under the
Master Lease to perform all of the obligations of Master Landlord thereunder to
the extent said obligations apply to the Subleased Premises and Subtenant's use
of the common areas. Subtenant shall not commit or permit to be committed on the
Subleased Premises, the common areas, or on any other portion of the property
any act or omission which violates any term or condition of the Master Lease.
Except to the extent waived or consented to in writing
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by the other party who is affected thereby, neither of the parties hereto will,
by renegotiation of the Master Lease, assignment, subletting, default or any
other voluntary action, avoid or seek to avoid the observance or performance of
the terms to be observed or performed hereunder by such party, but will at all
times in good faith assist in carrying out all the terms of this Sublease and in
taking all such action as may be necessary or appropriate to protect the rights
of the other party or parties hereto who are affected thereby against
impairment. Subject to the foregoing and except as otherwise provided herein,
nothing in this Sublease shall prevent or prohibit Sublandlord (a) from
exercising its right to terminate the Master Lease pursuant to the terms thereof
or (b) from assigning its interests in this Sublease to any affiliate of
Sublandlord, or from subletting any other portion of the Premises to any other
third party.
6. NOTICES:
All notices, demands, consents and approval which may or are required to be
given by either party to the other hereunder shall be given in the manner
provided herein, at the addresses shown on the signature page hereof.
Sublandlord shall notify Subtenant of any event of default under the Master
Lease, or of any other event of which Sublandlord has actual knowledge which
will impair Subtenant's ability to conduct its normal business at the Subleased
Premises promptly following Sublandlord's receipt of notice from the Master
Landlord of an event of default or actual knowledge of such impairment.
7. INCORPORATION OF MASTER LEASE:
7.1 Assumption of Obligations by Subtenant:
Except as otherwise provided in this Sublease, all of the terms and
provisions of the Master Lease are incorporated into and made a part of
this Sublease, and the rights and obligations of the parties under the
Master Lease are hereby imposed upon the parties hereto with respect to
the Subleased Premises. For purposes of this Sublease, with respect to
those paragraphs incorporated from the Master Lease, all references to
"Landlord" or "Tenant" shall be deemed to be references to "Sublandlord"
and "Subtenant", respectively, and all references to the "Lease" shall be
deemed to be references to this "Sublease". Subtenant hereby assumes and
agrees to perform for Sublandlord's benefit, during the term of this
Sublease, all of Sublandlord's obligations under the Master Lease insofar
as they relate to the Subleased, which accrue during the Sublease Term.
7.2 Indemnification by Subtenant:
Subtenant shall indemnify, defend, protect, and hold Sublandlord harmless
from and against all actions, claims, demands, costs, liabilities, losses,
reasonable attorneys' fees, damages, penalties, and expenses (collectively
"Claims") which may be brought or made against Sublandlord or which
Sublandlord may pay or incur to the extent caused by a breach of this
Sublease or the Master Lease by Subtenant.
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7.3 Indemnification by Sublandlord:
Sublandlord shall indemnify, defend, protect, and hold Subtenant harmless
from and against all actions, claims which may be brought or made against
Subtenant or which Subtenant may pay or incur to the extent caused by (i)
a breach of this Sublease or the Master Lease by Sublandlord, (ii) the
negligence or willful misconduct of Sublandlord or its agents, officers,
directors, invitees or guests or (iii) obligations of Sublandlord which
arise prior to the commencement date of this Sublease.
8. EARLY TERMINATION OF MASTER LEASE:
If, without the fault of Sublandlord hereunder the Master Lease should terminate
prior to the expiration of this Sublease, Sublandlord shall have no liability to
Subtenant. To the extent that the Master Lease grants Sublandlord any
discretionary right to terminate the Master Lease, whether due to casualty,
condemnation, or otherwise, Sublandlord may exercise such right without
Subtenant's prior written consent; PROVIDED, HOWEVER, that Sublandlord shall
first offer to assign the Master Lease (and all of Sublandlord's rights,
obligations and interests therein) to Subtenant, together with Sublandlord's
pledge to use all commercially reasonable efforts to obtain the consent of
Master Landlord to such assignment. Subtenant shall have ten (10) days after
said offer to agree to accept assignment of the Master Lease (which, upon the
consent of Master Landlord, shall terminate this Sublease). Furthermore,
Sublessor shall not enter into any amendment or modification of the Master Lease
which (a) affects the Subleased Premises or (b) adversely impacts Subtenant's
rights under the Sublease, without the prior written consent of Subtenant.
9. SUBTENANT'S RIGHT TO CURE:
In the event that Sublandlord is in default of the Master Lease, Sublessee shall
have the right, but not the obligation, to cure the default so long as Master
Landlord agrees to accept such performance. Sublandlord agrees to reimburse
Subtenant for all costs and expenses reasonably incurred therefore within ten
(10) days following Subtenant's request for reimbursement.
10. MASTER LANDLORD CONSENT:
This Sublease is subject to the consent of the Master Landlord. Sublandlord
agrees to use commercially reasonable efforts to obtain the consent of Master
Landlord to this Sublease as soon as reasonably possible following execution of
this Sublease by Subtenant and Sublandlord, and shall provide Subtenant with
notice of Sublandlord's submittal of this Sublease to Master Landlord for
approval. In the event that Master Landlord's consent is not obtained within ten
(10) days following the submittal of this Sublease by Sublandlord to Master
Landlord for consent, either party shall have the right to terminate this
Sublease by providing written notice thereof to the other within three (3) days
after the expiration of such ten (10) day period. For purposes of this
paragraph. Master Landlord's consent shall be deemed to have
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been given as of the date when Master Landlord's unconditional consent to this
Sublease has been obtained, or, in the event such consent is conditional, the
date upon which such conditions have been fully satisfied or waived by Master
Landlord.
11. STATUS OF LEASE:
Sublandlord hereby represents and warrants to Subtenant that (i) the Master
Lease attached hereto as Attachment I has been executed and delivered by Master
Landlord and Sublandlord and constitutes the entire agreement of the parties
thereto relating to the lease of the Subleased Premises, (ii) no default or
breach by Sublandlord or, to the best of Sublandlord's knowledge, by Master
Landlord, exists under the Master Lease, (iii) no event has occurred that, with
the passage of time, the giving of notice, or both, would constitute a default
or breach by Sublandlord or, to the best of Sublandlord's knowledge, by Master
Landlord under the Master Lease, and (iv) subject to receipt of Master
Landlord's written consent hereto. Sublandlord has the right and power to
execute and deliver this Sublease and to perform its obligations hereunder.
Sublandlord shall not modify the Master Lease in such a manner as to materially
increase the obligations of Subtenant hereunder or under the Master Lease,
without the prior written consent of Subtenant.
12. BROKER FEE:
Each party warrants and represents to the other that such party has not retained
the services of any real estate broker, finder or any other person whose
services would form the basis for any claim for any commission or fee in
connection with this Sublease or the transactions contemplated hereby. Each
party agrees to save, defend, indemnify and hold the other party free and
harmless from any breach of its warranty and representation as set forth in the
preceding sentence, including the other party's attorneys' fees.
13. TENANT IMPROVEMENTS:
Subtenant shall be responsible for all costs associated with Subtenant
improvements to the Subleased Premises, if any. If any of said improvements made
by or on behalf of Subtenant require additional construction (i) necessary for
compliance with the Americans with Disabilities Act of 1990, or (ii) compliance
with any other federal, state or local law or ordinance. Subtenant shall be
responsible for and shall perform such construction. If required by Master
Landlord or Sublandlord, Subtenant shall return the Subleassed Premises to the
original configuration at the expiration of the Sublease term; provided however,
nothing herein shall be deemed to impose liabilities on Subtenant for any
alterations or improvements not associated with this Sublease.
14. REASONABLE CONSENT OR APPROVAL:
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When any provision of this Sublease, the Master Lease or the accompanying Rules
and Regulations, calls for a party's consent or approval. Sublandlord and
Subtenant each agree that such consent or approval shall not be unreasonably
withheld or delayed.
15. COUNTERPARTS:
This Sublease may be executed in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.
Sublandlord: Address:
BY: /s/ Xxxxx X. Xxxxx DATE: 10/23/98
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Xxxxx X. Xxxxx
V.P. of Operations ISB/GT
Subtenant: Address:
BY: /s/ [illegible] DATE: 10/23/98
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[illegible]
V.P. Operations
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