SUB-LEASE AGREEMENT
Exhibit
4.13e
|
DATE
|
June 17,
2007
|
|
AGENT:
|
AXXA
REALTIES INC.
|
| Xxx Xxxxxxxx |
| Affiliated Real Estate Agent |
|
FROM:
|
CORPORATON
PARAGON INTERNATIONAL
|
|
Xxxxxxxxxxx
Xxxxxxx Dorval (Quebec)
|
|
Attention:
Xx.
Xxxxx X. Xxxxx
|
|
RE:
|
Warehouse
and office space only, located at 0000 Xxxxxxxxxxx Xxxxxxx, Xxxxxx
(Quebec) consisting of 104,208 sq.ft of “gross leasable area” for which
measurements must be confirmed prior to taking
possession
|
It
is
hereby understood and agreed by all parties that this Sublease agreement
replaces all previous agreements between the Sub Tenant and the SubLandlord
including the sublease agreement
signed on June 29th, 2004.
Gentlemen:
We,
CORPORATON
PARAGON INTERNATIONAL
(herein
referred to as the “SubTenant”); hereby offer to Sub-Lease from you GRAND
TOYS LTD.,
(herein referred to as the Sub-Landlord”), the property described above (herein
referred to as the “Premises’), subject to the following terms and
conditions.
SECTION 1. TERM
The
term
shall commence on the 1st day of May 2007, and shall terminate on the 30th
day
of September 2009 unless otherwise terminated as set out herein (hereinafter
referred to as the “Term”), provided the Sub-Tenant is not or has not been in
default of the obligations pursuant to the Sub-Lease.
RENT:
The
rental rate shall be $5.25
per
sq.ft. per annum commencing May 1st, 2007 until September 30,
2009.
RENEWAL
OPTION:
There
shall be no option to renew.
WAREHOUSE
FREE RENT:
The
SubTenant shall have free rent for the first four (4) months from May 1st,
2007
to August 31st, 2007 for 45,000 sq.ft. of warehouse.
OFFICE
FREE RENT:
The
SubTenant shall have free rent for the 20,000 sq.ft. of showroom office and
stock room until December 31st. 2007.
SECTION 2. USE
The
Premises will be used for warehouse, offices and distribution and other uses
related to logistic and storage and for no other purpose.
SECTION 3. OCCUPANCY
The
Sub-Tenant will have the right to occupy the Premises from the date of
acceptance of the Offer to Sub-Lease. Sub-Landlord represents and warrants
to
the Sub-Tenant that there is no default or anticipated defaults under the Lease
between Sub-Landlord and Head Landlord ( herein referred to as “Head Lease”
).
SECTION 4. SUB-LEASE
This
Offer to Sub-Lease for the Premises will be considered to be the SubLease.
The
Sub-Tenant shall throughout the term carry insurance in accordance with the
Head-Lease in favor of the SubLandlord and the Head Landlord.
SECTION 5. OPERATING
EXPENSE
In
addition to the gross rentals laid out in Clause #1 herein the SubTenant hereby
undertakes to pay any increase over and above the expenses for 2007 of any
and
all expenses incurred regarding the operating and maintenance of the Premises,
including:
|
(i)
|
Increases
in all real estate taxes and/or assessments levied against the Premises
i.e. Municipal tax, school tax, local improvement tax, M.U.C. tax,
special
taxes, surtax and or business tax;
|
|
(ii)
|
Increases
in the cost of Premise’s insurance; Sub tenant has a right to obtain
competitive bids.
|
|
(iii)
|
Increases
in the cost of sprinkler supervisory costs, repair and maintenance
costs
and alarm costs; SubTenant has a right to obtain competitive
bids.
|
|
(iv)
|
SubTenant
has the right to contact and work with the Head Landlord to contest
the
taxes.
|
SECTION 6. EXPENSES
|
(a)
|
The
SubTenant shall be responsible for the cost of the rail siding. The
cost
is approximately $4,500 per year plus
taxes.
|
2
SECTION 7. HEATING
AND ELECTRICITY
The
SubTenant shall be responsible to pay the Gas and Electricity.
SECTION 8. SUB-SUBLET
AND ASSIGNMENT
The
Sub-Tenant will not sub-sublet the Premises, or assign the SubLease without
obtaining the prior written consent of the Sub-Landlord, which consent will
not
be unreasonably withheld, and provided that the Sub-Tenant always obtains the
Head Landlord’s consent in accordance with the Head Lease. However, the
Sub-Tenant shall remain responsible solidarily with the new Sub-Tenant for
all
the obligations contained herein. However, the SubTenant has the right to
release the office space without the SubLandlord’s approval so long as the use
is for office.
SECTION 9. SECURITY
DEPOSIT
The
Sub-Tenant shall provide the Sub-Landlord with a cheque of NINETEEN
THOUSAND SIX HUNDRED AND TWO AND SEVENTY CENTS ($19,602.70)
which
shall be held in trust in Canada on a security deposit until the sublease
termination. In addition the SubLandlord shall continue to hold in trust, in
Canada, as security the last months rent presently in the SubLandlord’s
possession. All interest gains of the said security deposits belong entirely
to
the Sub tenant.
SECTION 10. SIGNAGE
The
Sub-Tenant has the right to install (at its own cost) a sign in front of the
Premises located at 0000 Xxxxxxxxxxx Xxxxxxx the whole to be determined between
the parties, but consistent with the bylaws of the City of Dorval
(Montreal).
SECTION 11. PAYMENT
OF RENT
Upon
each
payment of rent as foreseen herein by the SubTenant to the Sub-Landlord, the
Sub-Tenant shall have no further liability towards the Landlord for such
payment.
SECTION 12. PARKING
OF CARS
The
Sub-Tenant shall have the right to use the common parking area in the Premise’s
exterior parking lot.
SECTION 13. PARKING
OF TRAILERS
The
Sub-Tenant shall have the right to park trailers in the common shipping
area.
SECTION 14. SUBLANDLORD’S
EXERCISE OF RIGHTS
|
(i)
|
the
SubTenant fails to pay gross rent or other sums due hereunder on
the day
or dates appointed for the payment thereof;
or
|
3
|
(ii)
|
the
Sub-Tenant fails to observe or perform any of the ‘terms, covenants or
conditions of the Sub-Lease to be observed or performed by the Sub-Tenant,
provided the Sub-Landlord first gives the Sub-Tenant ten (10) days
written
notice of any such failure to perform and the Sub-Tenant, within
such
period of ten (10) days fails to commence diligently and thereafter
to
proceed diligently to cure any such failure to perform;
or
|
|
(iii)
|
the
Sub-Tenant becomes bankrupt or insolvent within the meaning of the
Bankruptcy and insolvency Act of Canada, or takes or attempts to
take the
benefit of any act now or hereafter in force for bankrupt or insolvent
debtors, or files any proposal or makes any assignment for the benefit
or
creditors, or any proceedings for a composition with creditors under
any
Federal or Provincial law, if instituted by or against the SubTenant,
or a
petition shall be filed against the Sub-Tenant and not be discharged
or
bona fide disputed within seven (7) days from the filing thereof.
The
Sub-Tenant acknowledges and agrees to waive any rights it may have
for
itself or a trustee in bankruptcy under the Bankruptcy and Insolvency
Act
of Canada or any other legislation to elect to retain the unexpired
Term
of this Sub-Lease in the event of any bankruptcy or insolvency by
the
Sub-Tenant;
|
|
(iv)
|
the
Sub-Tenant sells or disposes of its moveable property of the Sub-Tenant
or
removes them from the Premises, other than in the ordinary course
of
business;
|
|
(v)
|
the
Sub-Tenant abandons or attempts to abandon the Premises a receiving
order
is made against the Sub-Tenant or a Receiver is appointed by private
instrument or by any court of competent jurisdiction for all or a
portion
of the Sub-Tenant’s Property;
|
|
(vi)
|
the
Sub-Tenant sub-leases the Premises without prior written consent
which
will not be unreasonably withheld or any part thereof to a third
party or
assigns or transfers this Sub-Lease to a third party or permits a
third
party to use or occupy the Premises, or any part thereof, or grants
any
security or encumbrances on this Sub-Lease, the Premises or any of
its
property located on the Premises, the SubTenant or any agent of the
Sub-Tenant falsifies any report required to be furnished to the
SubLandlord or the Head Landlord, pursuant to the terms of this Sub-Lease
or the Head Lease;
|
|
(vii)
|
the
Sub-Tenant, or any person with whom it is affiliated or associated,
as
such terms are defined in the Canada Business Corporations Act, is
in
default under any agreement entered into with the Sub-Landlord or
any of
its affiliates or associates;
|
|
(viii)
|
the
Sub-Tenant commits any other breach of the provisions of this Sub-Lease
that is not capable of remedy;
|
In
any of
these cases the Sub-Landlord shall have the right to terminate this Sub-Lease
and the Sub-Landlord shall forthwith re-enter the Premises as though the
Sub-Tenant had not been in possession thereof, subject, however, to the terms,
covenants and conditions contained in the Sub-Lease, and to the rights of the
Head Landlord provided for in the Head Lease, or at law.
4
Notwithstanding
any such re-entry, it is understood and agreed that Rent, refer to
section 1, continues to be payable in accordance with the terms of this
Sub-Lease and all of the other terms, covenants and conditions contained in
the
Head Lease are to be observed and performed in accordance with the terms of
the
Head Lease.
SECTION 15. SPECIAL
CONDITIONS
Notwithstanding
the provisions of Article 22 of the Head Lease, the Sub-Landlord guarantees
the Sub-Tenant, peaceful enjoyment of the Premises and the Head Landlord must
make any and all repairs necessary to the Premises except minor maintenance
repairs that shall remain at the SubTenant’s expense.
SECTION 16. PREMISES
“AS IS”
The
SubLessor will deliver the Premises on an “as is” basis -except for the work to
be perform by the Sublandord describe on section 16A-, on the condition and
understanding the SubLessee is and has occupied the land and building and knows
the condition of same.
|
(a)
|
The
SubLessee shall not have any rights to demolish, make alterations
and
installations to the building.
|
|
(b)
|
The
SubLessee upon the termination of the lease shall restore the building
in
the same condition in which it was at the lease commencement save
for
normal wear and tear and the SubTenant shall be responsible for all
damages caused by their use.
|
SECTION 16A WORK
The
Sub
Landlord will ensure the following work is performed by the head
landlord.
| 1) |
The
loading dock yard must be
re-asphalted
|
SECTION 17. GUARANTEE
TRANSPORT
IDEAL INC.
an
affiliated company to the Sub-Tenant agrees with the Sub-Landlord, waiving
all
benefit of division and discussion, at all times during the Term that it will
guarantee up to a maximum amount of ONE
HUNDRED THOUSAND DOLLARS ($100,000.00):
|
(a)
|
make
the due and punctual payment of all rent, monies, charges and other
amounts of any kind whatsoever payable under the Sub-Lease by the
SubTenant;
|
5
|
(b)
|
effect
prompt and complete performance of all and singular the terms, covenants,
provisions and conditions contained in the Sub-Lease on the part
of the
Sub-Tenant to be kept, observed and performed;
and
|
|
(c)
|
indemnify
and save harmless the Sub-Landlord from any loss, costs or damages
arising
out of any failure by the Sub-Tenant to pay the aforesaid rent, monies,
charges or other amounts due under the SubLease or resulting from
any
failure by the Sub-Tenant to observe or perform any of the terms
obligations and conditions contained in the
Sub-Lease.
|
SECTION 18. MISCELLANEOUS
|
(a)
|
The
Sub-Tenant hereby acknowledges having diligently and thoroughly examined
the Premises, as well as all Leasehold Improvements therein situated
and
declares being entirely satisfied with the state thereof. The Sub-Tenant
shall not do anything which would cause the Sub-Landlord to be in
default
of its obligations under the SubLease and/or the
Head-Lease.
|
|
(b)
|
The
Sub-Tenant shall indemnify and save harmless the SubLandlord against
and
from any and all rentals, expenses, cost damages, suites, actions
or
liabilities arising out of the failure of the Sub-Tenant to perform
any of
its obligations hereunder and against and from all claims and demands
of
every kind and nature made by any person or persons to or against
the
SubLandlord for all and every manner of cost damages and expenses
incurred
by, or injury or damage to such person or persons, his, her or their
property related to or arising from the Sublease and/or the Premises
or
the use and occupation thereof and from all costs, legal fees (including
judicial and extra judicial fees and disbursements). Expenses and
liabilities incurred in connection with such claim or any action
or
proceeding brought in respect
thereto.
|
|
(c)
|
Save
and except for its intentional or gross fault, the SubLandlord shall
not,
for any reason whatsoever, be responsible for damages suffered by
the
SubTenant or any other person by reason of the manner or operation
of,
defect in, or want of repair of the Premises, or the building in
which
they are located, or any part thereof, nor shall the Sub-Landlord
be
responsible for any damage to or loss of any moveable property, nor
injury
to the SubTenant or any other person which occurs in, on or about
the
Premises, howsoever occurring.
|
|
(d)
|
The
Sub-Landlord’s sole obligations under the Sublease are those expressly
stated herein and the Sub-Landlord shall not be liable for any failure
on
the part of the Head Landlord to observe and perform its obligations
under
the Lease.
|
|
(e)
|
In
the event the Sub-Tenant fails to perform any of its obligations
hereunder, the Sub-Landlord shall have, without limiting the foregoing,
all the rights, remedies, privileges, protections and indemnities
against
the SubTenant which the Head Landlord has under the Head Lease for
a
breach of the obligations of the Sub-Landlord
thereunder.
|
6
|
(f)
|
The
Sub-Tenant acknowledges having received a copy of the Head Lease
and
declares itself to be familiar with each and every one of its provisions.
Notwithstanding any contrary provision contained herein, the Sub-Tenant
guarantees to the Sub-Landlord and binds and obliges itself (i) for
the
due and prompt performance of all of the obligations to the Sub-Landlord
under or in virtue of the Head Lease relating to the Premises and
whose
performance will be required during the Term and (ii) for all of
the
consequences flowing from any default to perform such
obligations
|
|
(g)
|
The
Sub-Landlord and the Sub-Tenant acknowledge and agree that, except
as
otherwise expressly provided in this Offer to SubLease, as between
themselves, the Sub-Lease is and will at all times be deemed to have
been
concluded under the same terms and conditions as are contained in
the Head
Lease so that the Sub-Tenant is and shall remain obligated towards
the
SubLandlord in the same manner as is the SubLandlord obligated towards
the
Head Landlord In virtue of the Head
Lease.
|
NOTICE
Any
notice, or any communication required or permitted to be given to any party
pursuant to any of the provisions of this Offer to Sub-Lease shall be
sufficiently given if such notice or other communication is in writing and
is
delivered to such party personally, or mailed by registered mail, postage
prepaid, addressed to such party as follows:
|
TO:
|
SUB-LANDLORD
|
|
GRAND
TOYS INTERNATIONAL INC.
|
|
c/o
INTERNATIONAL PLAY THINGS
|
|
Xx.
Xxxxxxx Xxxxx
|
|
00X
Xxxxxxxxx Xxxxxx
|
|
Xxxxxxxxxx,
Xxx Xxxxxx 00000
|
|
TO:
|
SUB-TENANT
|
| Corporation Paragon Int’l. |
| Xx. Xxxxxxx Xxxxxxxxx |
| 1710 Trans Canada Hwy. |
|
Dorval,
(Quebec)
|
|
H9P
1H7
|
or
to
such other address of such party as any of them may from time to time notify
the
other parties in the manner herein before provided, and any such notice, or
other communication shall be deemed to have been received by any such party
when
delivered to it or to him, or if mailed as aforesaid, on the fifth (5th)
business day following the date of mailing. In the event of an interruption
or
slow down in the Postal System, all notices shall be delivered.
7
Any
party
may change the address set out above by appropriate written notice to the other
party. In any case, any such written notice shall be deemed to have been
received on the date of its delivery or, if mailed, four (4) days after the
mailing thereof.
SECTION 19. LANGUAGE
Tel
que
convenu par le SousLocataire et le SousBailleur, ce document a ete redige en
anglais. / As agreed by both the SubTenant and the Sub-Landlord, this document
has been drawn up in English.
SECTION 20. ACCEPTANCE
This
Offer to Lease is open for acceptance by the Sub-Landlord until 5:00 p.m.
June ___, 2007 after which time, if not accepted, it will become null and
void and of no effect. Acceptance of this Offer will be deemed to have been
made
when signed by the SubLandlord and returned to AXXA REALTIES INC.
|
CORPORATION
PARAGON INTERNATIONAL
|
||||
|
(Sub-Tenant)
|
||||
| Per: | /s/ XXXXX X. XXXXX | /s/ XXXXX XXXXX | ||
|
Xxxxx
X. Xxxxx
|
Witness |
|||
|
June
18, 2007
|
Xxxxx Xxxxx | |||
|
June
18, 2007
|
||||
|
GRAND
TOYS LTD.
|
||||
| Per: | /s/ XXXXXXX XXXXX | /s/ XXXX XXXXXXXX | ||
|
CEO
International
Playthings Inc.
|
Witness |
|||
8
