EXHIBIT 10.51
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NON-DISTURBANCE, SUBORDINATION AND
ATTORNMENT AGREEMENT
THIS NON-DISTURBANCE, SUBORDINATION AND ATTORNMENT AGREEMENT (this "Agreement")
dated October 22, 1996 is by and among PENNSYLVANIA INDUSTRIAL DEVELOPMENT
AUTHORITY ("PIDA"), SLT PROPERTIES, INC., a Delaware corporation ("Owner"),
SURGICAL LASER TECHNOLOGIES, INC., a Delaware corporation ("Sublandlord") and
SUBURBAN CABLE TV CO. INC., a Pennsylvania corporation ("Subtenant").
BACKGROUND
X. XXXX is the holder of a mortgage ("Mortgage") dated August 16, 1991 and
recorded in the public records of Xxxxxxxxxx County, Pennsylvania, granted
by the Owner and by Xxxxxxxxxx County Industrial Development Corporation to
PIDA, in the original principal amount of $2,000,000, which Mortgage
creates a mortgage lien on premises commonly known as 000 Xxxxxxx
Xxxxxxxxx, Xxxx, Xxxxxxxxxxxx ("Premises").
B. Owner and Sublandlord entered into a Lease Agreement dated August 16, 1991
("Lease") pursuant to which Owner leased the Premises to Sublandlord.
C. Sublandlord and Subtenant have entered into a Sublease Agreement dated
March 21, 1996 ("Sublease"), pursuant to which Sublandlord has agreed to
sublease the Premises to Subtenant. The Sublease provides that Subtenant
has the right to terminate the Sublease if PIDA does not execute this
Agreement.
D. By the execution of this Agreement, the parties wish to provide for the
nondisturbance of Subtenant's possession of the Premises and the
subordination of the Subtenant's leasehold estate to the lien of the
Mortgage.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound, the parties
agree as follows:
1. Subtenant hereby acknowledges and agrees that its leasehold estate created
under the terms of the Sublease and all of its rights thereunder will be
subject and subordinate to the rights and lien of PIDA under the terms of
the Mortgage and any modifications, replacements, renewals or extensions
thereof.
2. So long as Subtenant is not in default in performing its obligations under
the terms of the Sublease, PIDA agrees, for itself and its successors and
assigns, that it will not disturb or interfere with the enjoyment by
Subtenant of Subtenant's leasehold estate in the Premises, including all
rights granted by the Sublease. However, in no event shall PIDA, or any
subsequent purchaser or grantee; (a) be liable for any act or omission or
Owner or Sublandlord; (b) be subject to any offset or deficiency which
Subtenant may have against Owner or Sublandlord; or (c) have any obligation
with respect to any security deposited under the Sublease unless such
security has been delivered to PIDA.
3. If PIDA succeeds to the Owner's interest as landlord, either as a result of
mortgage foreclosure proceedings or as a result of any conveyance in lieu
of mortgage foreclosure, and Sublandlord ceases to be entitled to
possession under the Lease, then Subtenant agrees that it will attorn
directly to PIDA (or in the event of a foreclosure or sale of the Premises
to any purchaser or grantee) as if PIDA were the landlord named in the
Sublease; PIDA, in turn, will accept the Subtenant's attornment and will
recognize the leasehold interest of Subtenant under the terms of the
Sublease, to the end that Subtenant may continue to
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peaceably and quietly have, hold and enjoy the Premises, provided that
Subtenant has then complied and continues to comply with the terms of
the Sublease.
4. Subtenant acknowledges that it has notice that the Lease and the Sublease
and the rent and all sums due thereunder have been assigned to the PIDA as
part of the security for the note secured by the Mortgage. If PIDA notifies
Subtenant of a default under the Mortgage or note, and demands that
Subtenant pay its rent and all other sums due under the Sublease to PIDA,
Subtenant agrees that it will honor such demand and pay its rent and all
other sums due under the Sublease, directly to PIDA.
5. Subtenant covenants and acknowledges that except to the extent provided in
the Sublease, it has no right or option of any nature whatsoever, whether
pursuant to the Sublease or otherwise, to purchase the Premises or any
portion thereof, or any interest in the Premises. To the extent that
Subtenant has any such right or option, the same is hereby acknowledged to
be subject to and subordinate to the Mortgage. PIDA shall have no
obligation, nor incur any liability, with respect to any warranties of any
nature whatsoever, whether pursuant to the Sublease or otherwise including,
without limitation, any warranties respecting use, compliance with zoning,
habitability, fitness for purpose or possession.
6. Anything herein or in the Sublease to the contrary notwithstanding, if PIDA
shall acquire title to the Premises, PIDA shall have no obligation, nor
incur any liability, beyond PIDA's then interest, if any, in the Premises
for the payment and discharge of any obligations imposed upon PIDA
hereunder or under the Sublease, and PIDA is hereby released or relieved of
any other obligations hereunder and under the Sublease. Provided that funds
have been paid directly to PIDA in return for PIDA's promise to use such
fund for a specific purpose and provided further that PIDA has failed to
use funds for such specific purpose, Subtenant agrees that with respect to
any money judgment against PIDA, Subtenant will look solely to the estate
or interest owned by PIDA in the Premises or any portion thereof, and
Subtenant will not collect or attempt to collect any such judgment out of
any other assets of PIDA. Subtenant acknowledges that it has not paid any
money directly to PIDA as of the date of this Agreement for any purpose
other than payment of lease payments as required under the Lease.
7. Subtenant will neither offer nor make prepayment of rent (for a period in
excess of one month) nor further change the terms, covenants, conditions
and agreements of the Sublease in any manner without the express consent in
writing of PIDA, which consent shall not be unreasonably withheld.
8. The foregoing provisions shall be self-operative and effective without the
execution of any further instrument of any party hereto. However, Subtenant
agrees to execute and deliver to PIDA or to any person to whom Subtenant
herein agrees to attorn, such other instruments as either shall reasonably
request, in order to effectuate the foregoing provisions.
9. No modification, amendment, waiver or release of any provision of this
Agreement shall be valid or binding unless in writing and duly executed by
the party against whom the same is sought to be asserted.
10. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Provided,
however, that in the event of the assignment or transfer of the interest of
the lender, all obligations and liabilities of PIDA under this Agreement
shall terminate and all such obligations and liabilities shall be the
responsibility of the party to whom PIDA's interest is assigned or
transferred; and provided further that the interest of Subtenant under this
Agreement may not be assigned or transferred without the written consent of
PIDA.
11. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania.
12. This Agreement may be executed in multiple counterparts, all of which,
taken together, shall constitute an original.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.
PENNSYLVANIA INDUSTRIAL DEVELOPMENT
AUTHORITY
By: /s/ Xxxxxxxxxx Xxxxxx, Administrator
-----------------------------------
ATTEST OR WITNESS: /s/ Xxxxxx Xxxxxxx, Assistant Secretary
---------------------------------------
SLT PROPERTIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx, V.P.
----------------------------
ATTEST OR WITNESS: /s/ Xxxxx Xxxxxxxx, Secretary
-----------------------------
SURGICAL LASER TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx, V.P.
----------------------------
ATTEST OR WITNESS: /s/ Xxxxx Xxxxxxxx, Secretary
-----------------------------
SUBURBAN CABLE TV CO. INC.
By: /s/ Xxxxxx Xxxxxxxx, Executive V.P.
----------------------------
ATTEST OR WITNESS: /s/ Xxxxx X. Xxxxxx, V.P.
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