EXHIBIT 10.07
SUBLEASE
This Sublease is by and between ASYMETRIX CORPORATION ("Landlord") and VULCAN
NORTHWEST INC. ("Tenant"). Landlord, as tenant, entered into a lease dated May
24, 1991, and amended pursuant to a First Amendment to Lease dated April 16,
1992, a Second Amendment to Lease dated May 20, , 1992, a Third Amendment to
Lease dated September 29, 1992, a Fourth Amendment to Lease dated August 27,
1993, a Fifth Amendment to Lease dated April 29, 1995, (collectively the "Prime
Lease"), with XXXX XXXXXX REALTY INCOME PARTNERSHIP II, L.P. as landlord ("Prime
Landlord"), leasing certain space on the Fifth of the building (the "Building")
at 000 - 000xx Xxxxxx XX, Xxxxxxxx, Xxxxxxxxxx 00000. The Building is located
on the real property described on Exhibit A.
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The parties hereto have agreed that Landlord shall sublet approximately square
feet of such space to Tenant. The parties agree as follows:
1. Premises. Landlord hereby leases to Tenant the 8,247 square feet, more or
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less, of the space on the fifth of the Building ("Premises") shown on Exhibit B
attached hereto and made a part hereof.
2. Term. The term of this Sublease shall commencing on November 13, 1995,
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and shall terminate upon the termination of the Prime Lease.
3. Rent. Tenant shall pay directly to Prime Landlord in accordance with the
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terms of the Prime Lease rent at the rate of EIGHTEEN AND 25/100 DOLLARS
($18.25) per square foot per annum, plus the additional rent mentioned in
paragraph 6 below. Tenant shall pay the rent and additional rent provided for
hereunder in monthly installments in accordance with the Prime Lease.
4. Use. The Premises shall be used for the conduct of Tenants business
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activities and for no other purpose.
5. Assignment. Tenant shall not assign this Sublease nor sublet the Premises
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in whole or in part and shall not permit Tenant's interest in this Sublease to
be vested in any third party by operation of law or otherwise.
6. Additional Charges. If Landlord shall be charged for Additional Rent (as
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defined in the Prime Lease) or other sums pursuant to the provisions of the
Prime Lease, including without limitation Article 9 thereof, Tenant shall be
liable a pro rated portion of such costs equal to the ratio that the square
footage of the space being subleased hereunder bears to the square footage of
all space then being leased by Landlord pursuant to this Sublease.
Notwithstanding the foregoing, if any such rent or sums shall be directly
allocable to the space being subleased hereunder or Tenants use thereof, or due
to additional use by Tenant of electrical current in excess of Tenant's
proportionate part of additional use in the Premises demised under the Prime
Lease, then such excess shall be paid in its entirety by Tenant. If Tenant
shall procure any additional services from the Building, such as alterations or
after-hour air conditioning, Tenant shall pay for such services at the rates
charged therefor by the Prime Landlord and shall make such payment directly to
the Prime
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Landlord. Any rent or other sums payable by Tenant under this paragraph 6 shall
be additional rent and collectable as such.
7. Prime Lease. This Sublease is subject and subordinate to the Prime Lease.
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Except as may be inconsistent with the terms hereof, all the terms, covenants
and conditions in the Prime Lease shall be applicable to this Sublease with the
same force and effect as if Landlord were the landlord under the Prime Lease and
Tenant were the tenant thereunder and in case of any breach hereof by Tenant,
Landlord shall have all the rights against Tenant as would be available to the
landlord against the tenant under the Prime Lease if such breach were by the
tenant thereunder. Landlord warrants and represents that all consents required
under the Prime Lease to enter into this Sublease have been obtained.
8. Limitation. Notwithstanding anything herein contained, the only services
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or rights to which Tenant is entitled hereunder are those to which Landlord is
entitled under the Prime Lease, and for all such services and rights Tenant will
look to the Prime Landlord.
9. Indemnity. Tenant shall neither do nor permit anything to be done which
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would cause the Prime Lease to be terminated or forfeited by reason of any right
of termination or forfeiture reserved or vested in the Prime Landlord, and
Tenant shall indemnify and hold Landlord harmless from and against all claims of
any kind whatsoever by reason of any breach or default of the Prime Lease on the
part of Tenant.
10. Representation. Tenant represents that it has read and is familiar with
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the terms of the Prime Lease.
11. Entire Agreement. All prior understandings and agreements between the
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parties are merged within this Sublease, which alone fully and completely sets
forth the understanding of the parties and this Sublease may not be changed or
terminated orally or in any manner other than by an agreement in writing and
signed by the party against whom enforcement of the charge or termination is
sought.
12. Notices. Any notice or demand which either party may or must give to the
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other hereunder shall be in writing and delivered personally or sent by
registered mail addressed, if to Landlord, as follows:
Asymetrix Corporation
000-000xx Xxx X.X.
Xxxxx 000
Xxxxxxxx XX 00000
Attn: Xxxxxx Xxxx, General Counsel
and if to Tenant, as follows:
Vulcan Northwest Inc.
000-000xx Xxx X.X.
Xxxxx 000
0
Xxxxxxxx XX 00000
Attn: Xxxxxxx X. Xxxxx, President
Either party may, by notice in writing, direct that future notices or demands be
sent to a different address.
13. Successors and Assigns. The covenants and agreements herein contained
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shall bind and inure to the benefit of Landlord, Tenant, and their respective
executors, administrators, successors and assigns.
Exhibits:
Exhibit A: Legal Description
Exhibit B: Floor Plan of Sublet Space
Dated this 30 day of November, 1995.
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LANDLORD: Asymetrix Corporation
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Vice President, Finance and Administration
TENANT: Vulcan Northwest Inc.
By /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
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Exhibit A
LEGAL DESCRIPTION
That portion of the Southwest quarter of the Northeast quarter of Section 32,
Township 25 North, Range 5 East, X.X., in King County, Washington, described as
follows:
Beginning at the intersection of the East margin of 110th Avenue Northeast, as
now established with a line parallel to and 277.5 feet North of, when measured
at right angles to the East-West centerline of said Section 32; thence Easterly
along said parallel line to a point in line parallel to and 476.8 feet West of,
when measured at right angles, to the East line of said subdivision; thence
Northerly along said parallel line to a point in a line parallel to and 577.5
feet North of, when measured at right angles to, the said center line of said
Section; thence Westerly along said parallel line, 14.09 feet to a point in a
line parallel to and 162.00 feet West of, when measured at right angles to, the
East line of the West three quarters of the South half of said subdivision;
thence Northerly along said parallel line to the South margin of Northeast
Second Street as now established; thence Westerly along said South margin of
Northeast Second Street as to the said East margin of 000xx Xxxxxx Xxxxxxxxx;
thence Southerly along said East margin to the point of beginning.
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that XXXX X. XXXXXXX is
the person who appeared before me, and acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as the Vice President of Finance and Administration of ASYMETRIX
CORPORATION, to be the free and voluntary act of such corporation for the uses
and purposes mentioned in the instrument.
Dated this 30th day of October, 1995.
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/s/ Xxxxxxx X. Xxxxxxx
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(Signature of Notary)
XXXXXXX X. XXXXXXX
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(Legibly Print or Stamp Name of Notary)
Notary public in and for the state of Washington,
residing at WOODINVILLE, WA
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My appointment expires 9-9-97
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that XXXXXXX X. XXXXX is
the person who appeared before me, and acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as the President of VULCAN NORTHWEST INC., to be the free and
voluntary act of such corporation for the uses and purposes mentioned in the
instrument.
Dated this 30th day of October, 1995.
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/s/ Xxxxxxxxx X. Xxxxxxx
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(Signature of Notary)
XXXXXXXXX X. XXXXXXX
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(Legibly Print or Stamp Name of Notary)
Notary public in and for the state of Washington,
residing at Snohmish, Washington
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My appointment expires Nov 1, 1996
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