EXHIBIT 10.11
SUBLEASE
(Willowbrook)
THIS SUBLEASE (the "SUBLEASE") is made and entered into as of September
19, 1996 (the "EFFECTIVE DATE") by and between AVIALL SERVICES, INC., a Delaware
corporation ("SUBLESSOR"), and TRI-STAR AEROSPACE CO., a Delaware corporation
("SUBLESSEE").
RECITALS:
A. Pursuant to that certain, Industrial Lease Agreement (the "ORIGINAL
LEASE"), dated December 17, 1987, between ▇▇▇▇▇▇▇ Tool Company ("▇▇▇▇▇▇▇"), as
lessor, and Aviparts, Inc. ("AVIPARTS"), as lessee, Aviparts leased from ▇▇▇▇▇▇▇
the PREMISES (herein so called) described in the Original Lease.
B. Pursuant to that certain Assignment and Assumption of Lease Agreement,
dated August 23, 1990, Aviation Sales Company, Inc., ("AVIATION SALES"), as
Successor by merger to Aviparts, assigned the Original Lease to Aviall of Texas,
Inc. ("AVIALL OF TEXAS").
C. The Original Lease was amended pursuant to that certain First
Amendment to Industrial Lease Agreement, dated as of August 23, 1990, by and
between Household International, Inc. ("HII"), as Successor-in-interest under
the Original Lease to ▇▇▇▇▇▇▇, and Aviall of Texas.
D. The Original Lease was further amended pursuant to that certain Second
Amendment to Industrial Lease Agreement, dated as of October 27, 1995, by and
between COM Realty, Inc. ("LANDLORD"), as successor-in-interest under the
Original Lease to HII and Aviall, Inc., successor-in-interest to Aviparts, Inc.,
successor-in-interest to Aviall of Texas. The Original Lease, as amended and
assigned as described above, is referred to herein as the "LEASE." The lessor
under the Lease is referred to as the "LESSOR."
E. Sublessor is successor by merger to Aviall of Texas.
F. Sublessor desires to sublease that portion of the Premises depicted in
EXHIBIT "A" attached hereto (the "SUBLEASED PREMISES") upon the terms and
conditions set forth below.
AGREEMENT:
In consideration of the mutual covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, Sublessor and Sublessee hereby
agree is follows:
1. SUBLEASE. Sublessor hereby demises and subleases to Sublessee and
Sublessee hereby hires and subleases from Sublessor the Subleased Premises
for a term (the "SUBLEASE TERM") commencing on the Effective Date and ending
on December 31, 1997. In connection with Sublessee's lease of the Subleased
Premises, Sublessor also hereby grants to Sublessee, its employees, agents,
contractors and invitees, a nonexclusive right to use, in common with
Sublessor, its employees, agents, contractors and invitees, the following
areas (collectively, the "COMMON AREAS") for the purposes indicated and
consistent with the terms of the Lease: (i) all areas within the Premises
depicted in EXHIBIT "A" as "Common Areas" and (ii) all of the parking areas
that Sublessor is entitled to utilize pursuant to the Lease (provided that
the number of parking spaces used by Sublessee or its employees, contractors
or invitees shall not at any time exceed 80 spaces as depicted in EXHIBIT "B"
attached hereto). Sublessor may, at Sublessor's option, designate specific
parking areas for use by Sublessee, in which event Sublessee shall cause its
employees, contractors and invitees to use only such parking areas.
Notwithstanding the foregoing, Sublessor may at any time during the Lease
Term, upon giving not less than ninety (90) days notice to Sublessee, terminate
this Sublease and all of Sublessee's rights hereunder, upon payment to Sublessee
of $100,000 upon the termination date specified in Sublessor's notice to
Sublessee. Upon the termination date specified in Sublessor's notice to
Sublessee, the Lease Term shall be terminated.
2. SAME TERMS. Except as otherwise expressly set forth herein, this
Sublease shall be upon the same terms, conditions, covenants and agreements as
contained in the Lease, which is hereby incorporated by reference; provided,
however, that wherever the terms "Landlord," "Tenant," "this Lease," and
"Premises" occur in the Lease, they shall be deemed for the purposes of this
Sublease to refer respectively to "Sublessor," "Sublease," "this Sublease," and
the "Subleased Premises," as set forth in this Sublease.
3. BASIC RENTAL. Sublessee agrees to pay to Sublessor 30.162%
("SUBLESSEE'S SHARE") (56,177 total square feet for the Subleased Premises
DIVIDED BY 186,249
Sublease (Willowbrook) Page -2-
total square feet for the Building) of all BASIC RENTAL (herein so called) as
described in and required by the Lease, as and when installments of Basic
Rental are due and owing under the Lease. If the Sublease Term commences or
ends on other than the first and last day, respectively, of a calendar month,
the rental for the fractional calendar month shall be prorated on a per diem
basis.
4. ADDITIONAL RENT. Notwithstanding PARAGRAPH 2 hereof and PARAGRAPH 4 of
the Lease, Sublessee shall pay to Sublessor as ADDITIONAL RENT (herein, so
called) under this Sublease, Sublessee's Share of all other amounts due and
owing to Lessor or any other person or entity pursuant to or as required by the
Lease including, without limitation, the following (collectively, the "OPERATING
COSTS"): (i) real estate taxes and assessments pursuant to assessments pursuant
to SECTIONS 4(a) and 4(e) of the Lease, (ii) utilities pursuant to SECTION 6 of
the Lease, (iii) insurance pursuant to SECTION 15 of the Lease, (iv) taxes
levied or assessed against the lessor under the Lease or such lessor's assets or
properties, as provided by SECTION 17 of the Lease, (v) casualty and public
liability insurance maintained by Sublessor with respect to the Premises or the
operations therein, (vi) utilities (including, without limitation, water, gas,
sewer, electricity, telephone service, fire sprinkler, lawn sprinkler charges
and other utilities and services used on or from the Premises, together with any
and all taxes, penalties, surcharges or the like pertaining thereto and any
maintenance charges for utilities and all electric light bulbs and tubes for the
Premises), but excluding amounts for utilities separately metered or calculated
without reference to the Subleased Premises or the Common Areas, and (vii)
maintenance and repair costs and expenses and all other amounts due and owing by
Sublessor udder the Lease, but excluding amounts payable only with respect to
those portions of the Premises other than the Subleased Premises. It is
understood and agreed, however, that (a) Additional Rent shall not in any event
include damages to Lessor caused solely by a breach by Sublessor under the Lease
so long as Sublessee is not then in default under this Sublease, and (b)
Operating Costs shall not in any event duplicate amounts otherwise due and
owing, and paid, by Sublessee under this Sublease. The provisions of this
PARAGRAPH 4 shall Survive termination of this Sublease. Additional Rent shall be
due and payable within 20 days following written demand for payment of any such
amounts by Sublessor to Sublessee.
5. PERFORMANCE OF LEASE OBLIGATIONS. Sublessee shall, throughout the
Sublease Term, timely and fully observe and perform all of the provisions of the
Lease on the part of Sublessor to be performed as tenant under the Lease with
respect to the Subleased Premises. Sublessee will not do or permit to be done
with respect to the Premises any act that will be in violation or breach of the
Lease.
Sublease (Willowbrook) Page -3-
Notwithstanding anything herein to the contrary, (i) Sublessor shall have no
obligation to perform or have performed any construction or finish-out work
to the Subleased Premises for the benefit of Sublessee, other than to use
reasonable efforts upon Sublessee's written request to enforce Lessor's
obligations under the Lease, and (ii) with respect to other services and
obligations performed or to be performed by Lessor under the Lease, Sublessor
shall have no independent obligation as Sublessor to Sublessee hereunder, it
being understood and agreed that Lessor shall have sole responsibility for
such obligations, and that Sublessor shall have no obligations or liability
to Sublessee for any failure of Lessor to perform such services or obligations.
6. SUBLESSEE INDEMNIFICATION.
(a) SPECIFIC OCCURRENCES. Sublessee shall indemnify and defend
Sublessor and its affiliates, shareholders, directors, officers and
employees (the "SUBLESSOR PARTIES") and hold the Sublessor Parties harmless
from and against any and all claims, actions, damages, liability and
expense (including, without limitation, court costs, reasonable attorneys'
fees and other costs of litigation) incurred by or asserted against any of
the Sublessor Parties in connection with:
(i) the loss of life, personal injury and/or damage to property
arising from (A) any occurrence in, on or at the Subleased Premises,
(B) the occupancy, use or misuse by Sublessee or Sublessee's agents,
employees, contractors, invitees, sublessees, successors or assigns
(collectively, the "SUBLESSEE RELATED PARTIES", each a "SUBLESSEE
RELATED PARTY") of the Subleased Premises, the Common Areas or the
remainder of the Premises, (C) any occurrence occasioned wholly or in
part by any act or omission of any Sublessee Related Party, or (D) an
occurrence occasioned by the violation of any law, regulation or
ordinance by any Sublessee Related Party, but in any case, excluding
loss of life, personal injury and/or damage caused solely by the gross
negligence or willful misconduct of Sublessor; and
(ii) the failure of Sublessee to perform any act, obligation or
covenant of Sublessor under the Lease which Sublessee is obligated to
perform under this Sublease.
(b) SUBLESSEE'S LIABILITY FOR DAMAGE. Sublessee shall be liable to
Sublessor for any damage to the Subleased Premises or to any equipment,
Sublease (Willowbrook) Page -4-
fixture or other personal property of Lessor or Sublessor within the
Subleased Premises, unless such damage is caused solely by the gross
negligence or willful misconduct of Sublessor.
(c) INSURANCE. Without limiting the generality of the terms of
PARAGRAPH 5 of this Sublease, Sublessee shall maintain public liability
insurance with respect to the Subleased Premises in accordance with the
requirements set forth in PARAGRAPH 11 of the Lease.
(d) HAZARDOUS MATERIALS. Sublessee shall neither use, Store,
discharge or dispose, nor permit the use, storage, discharge or disposal of
any Hazardous Substances within or around the Subleased premises or Common
Areas. For purposes hereof, the term "HAZARDOUS MATERIALS" shall mean
petroleum or any petroleum product, or any hazardous material, hazardous
waste, or hazardous substance, as such terms are defined in (i) the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901
ET SEQ., (ii) Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S,C, Section 9601 ET. SEQ., (iii)
the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Section
1802 ET. SEQ., (iv) the Toxic Substances Control Act, as amended, 15 U.S.C.
Section 2601 ET. SEQ., and (v) in any other applicable federal, state and
local statutes, laws and ordinances, now existing or hereafter enacted and
all regulations now or hereafter promulgated pursuant thereto (together,
"HAZARDOUS MATERIALS LAWS"); provided, however, that Sublessee may use,
store and dispose of Hazardous Materials on the Subleased Premises as
necessary to the ordinary and customary operation of Sublessee's business,
in commercially reasonable quantities, so long as such use, storage and
disposal are conducted by Sublessee with Sublessor's prior written consent
and in strict compliance with all applicable Hazardous Materials Laws.
Sublessee shall promptly report any spill, release or discharge of any
Hazardous Materials on, to or from the Subleased Premises or the Common
Areas to Sublessor, and to appropriate governmental authorities, in
accordance with applicable Hazardous Materials Laws, and shall promptly
clean up and remediate any spill, release or discharge of any Hazardous
Materials on, to or from the Subleased Premises in strict compliance with
all governmental requirements and Hazardous Materials Laws. Sublessee
agrees to indemnify, defend, and hold harmless Sublessor against all claims
(including, without limitation, all governmental claims, whether under
statute, regulation or common law), liabilities, penalties and costs
(including, but not limited to, attorneys' fees) incurred by or made
Sublease (Willowbrook) Page -5-
against Sublessor or imposed against the Subleased Premises or the Common
Areas as a result of any act or omission of Sublessee or any Sublessee
Related Party which constitutes a breach or alleged breach of the
warranties, representations and covenants contained in this paragraph.
(e) SURVIVAL. The terms, conditions, covenants, agreements and indemnities
set forth in this PARAGRAPH 6 shall survive termination of the Lease and
this Sublease.
7. ASSIGNMENT AND SUBLEASE. Sublessee may not assign this Sublease or
sublease all or any portion of the Subleased Premises without the prior written
consent of Sublessor.
8. NOTICES. The notice address for each of Sublessor and Sublessee for
purposes of PARAGRAPH 26 of the Lease are as follows:
Sublessor: Aviall Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Senior Manager Corporate Purchasing
Sublessee: Tri-Star Aerospace Co.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
9. SUBLESSOR INDEMNIFICATION. Commencing upon the Effective Date,
Sublessor shall neither use, store, discharge or dispose, nor permit the use,
storage, discharge or disposal of any Hazardous Substances within or around
the portion of the Premises other than the Subleased Premises (for purposes of
this PARAGRAPH 9. the "OTHER PREMISES"); provided, however, that Sublessor may
use, store and dispose of Hazardous Materials on the Other Premises as
necessary to the ordinary and customary operation of Sublessor's business, so
long as such use, storage and disposal are conducted by Sublessor in strict
compliance with all applicable Hazardous Materials laws. Sublessor agrees to
indemnify, defend, and hold harmless Sublessee against all claims (including,
without limitation, all governmental claims, whether under statute, regulation
or common law), liabilities, penalties and costs (including, but not limited
to, attorneys' fees) incurred by or made against Sublessee as a result
Sublease (Willowbrook) Page -6-
EXECUTED as of the date first written above.
SUBLESSOR:
AVIALL SERVICES, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior, Vice-President, Secretary and General
Counsel
SUBLESSEE:
TRI-STAR AEROSPACE CO.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: President
Sublease (Willowbrook) Page -8-
FIRST AMENDMENT TO THE SUBLEASE
First Amendment (the "Amendment") to the Sublease dated as of September 19,
1996 by and between Aviall Services, Inc. as Sublessor ("Sublessor") and Tri
Star Aerospace Co. as Sublessee ("Sublessee") for a portion of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ (the "Sublease")
WHEREAS, the parties desire to amend the Sublease;
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
legal sufficiency or which is hereby acknowledged, Sublessor and Sublessee agree
that the Sublease is amended as follows:
1. The ending date of the term set forth on the fourth line of the first
paragraph of Section 1, of the Sublease is hereby deleted and the date "December
31, 1998" is inserted in its place.
2. Effective January 1, 1998, Attachment A of the Sublease shall be
deleted in its entirety and the attached new Attachment A inserted in its place.
It is recognized that the new Attachment A reduces the Subleased Premises by an
area of approximately 10,282 square feet which 10,282 square feet area of
reduction shall be hereinafter referred to as the "Excluded Premises".
3. The second paragraph of Section 1, of the Sublease is deleted, and the
following paragraph is inserted in its place.
"Provided Sublessee has performed all of the terms, covenants,
agreements and conditions of this sublease, including the payment
of all Basic Rent and additional rent, to be performed by
Sublessee, Sublessee shall peaceably and quietly hold and enjoy
the Subleased Premises for the term hereof, without hindrance
from Sublessor or any other person, subject to the terms and
conditions of the Lease and this Sublease, and Sublessor
covenants and agrees that it shall not take or omit to take any
action, in connection with its lease of the premises of which the
Subleased Premises are a part which could reasonable be expected
to interfere with the Sublessee's rights to occupy of the
Subleased Premises for the full term hereof, including the
optional extension term."
4. Section 3 of the Sublease is hereby deleted in its entirety and the
following Section 3 is inserted in its place:
"3. BASIC RENTAL. Effective January 1, 1998, Sublessee agrees to pay
to Sublessor 24.64% ("Sublessee's Share") (45,895 total square
feet for the
FIRST AMENDMENT TO THE SUBLEASE
a portion of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
Page 2
Subleased Premises DIVIDED BY 186,240. Total square feet for the
Building) of all BASIC RENTAL (herein so called) as described
in and required by the Lease, as and when installments of Basic
Rental are due and owing under the Lease. If the Sublease Term
commences or ends on other than the first and last day,
respectively, of a calendar month, the rental for the
fractional calendar month shall be prorated on a per diem
basis."
5. A new subsection 7 (a) is added to the Sublease as follows:
"7. (a) OPTION TO EXTEND
Provided that Sublessee is not in default of any of its
obligations under the Sublease, Sublessee is hereby given the
option to extend the term of the Sublease until September 30,
2000, provided that Sublessee provides Sublessor with written
notice of its exercise such option to extend the Sublease on or
before May 31, 1998. Sublessor shall have the right to show the
Subleased Premises to potential tenants for the period following
the term of this Sublease, during normal business hours unless
and until Sublessee has exercised its option to extend the
Sublease as set forth above.
In the event that Sublessee exercises its option to extend
the Sublease as set forth above in addition to the Sublessor's
Shares of Basic Rental as set forth in Section 3, above,
Sublessee shall pay an additional 10 CENTS per square feet, or
$4,589.50 per year, during the extended term of the Sublease in
consideration for the extension of the term.
6. Sublessor agrees that during the term of the Sublease, that so long as
Sublessor continues to occupy a significant part of the premises of which the
Subleased premises is a part, Sublessor shall make available to the Sublessee
use of Sublessor's PBX, and shall cooperate with Sublessee at Sublessee's
expense in making modifications as may be reasonably required to provide for
separate long-distance service for Sublessee through such PBX.
7. Provided that Sublessee is not in default of any of its obligations
under the Sublease, Sublessor agrees that, through November 15, 1997, Sublessee
shall have the option to expand this Sublease as amended to also include the
Excluded Premises in the Subleased Premises subject to all the other terms
hereof. In the event that (i) Sublessee exercises this option and (ii) Sublessee
exercises its option to extend the Sublessee pursuant to Section 10, such
extension and all terms thereof shall also be applicable to the Excluded
Premises, including but not limited to the 10-cent per square feet increase in
basic rental which shall be applied to the non-Excluded Premises effective
January l, 1999 notwithstanding the above, in the event that
FIRST AMENDMENT TO THE SUBLEASE
a portion of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
Page 3
Sublessor notifies Sublessee that Sublessor has found an alternative sublessee
for the Excluded Premises, such option shall expire unless exercised by the
Sublessee within two weeks of receipt of such notice.
8. Except as set forth in the first four items of this Amendment, the
Sublease remains in full force and effect as initially executed.
Executed as of the 22nd day of September 1997.
SUBLESSOR
Aviall Services, Inc.
by: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
Title: SVP Operations
SUBLESSEE
Tri Star Aerospace Co.
by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------
Title: EVP & CFO
