SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (the "Sublease"), made as of this 16th day of
September, 1999, by and between Outdoor West, Inc., a Texas corporation
("Sublessor"); and Intacta Technologies, Inc., a ____________ corporation
("Sublessee").
WITNESSETH:
WHEREAS, Sublessor, as "Tenant" entered into a lease with P.C. Tower L.P., a
Georgia limited partnership (the "Prime Landlord"), dated November 1, 1991,
leasing space on the 16th floor of that certain building known as Xxxxx Xxxxx,
00 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx. Said lease has been amended three (3)
times. The third amendment by and between Sublessor and Peachtree Complex,
L.P., a Georgia limited partnership, is dated October 22, 1997 and is for that
certain space located on the 22nd floor of the North Tower, 235 Peachtree
Street, Atlanta, Georgia (the "Building"). Said lease and Amendments (the
"Prime Lease") to which reference made above is incorporated herein by this
reference as Exhibit "A".
WHEREAS, Sublessor and Sublessee have agreed that Sublessor shall sublet
approximately 2,208 square feet to the Sublessee, as such space is shown on
Exhibit "B" attached hereto and by this reference incorporated herein, upon
the terms and conditions as herein described.
NOW THEREFORE, for Ten and No/100 Dollar ($10.00) and other good and valuable
consideration, paid by the parties hereto to one another, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereto hereby covenant and agree as follows:
1. Premises, Rent and Term.
A. Sublessor hereby subleases to Sublessee the 2,208 square feet of space on
the 22nd floor of the Building shown on Exhibit "B" (the "Sublease Premises"),
beginning on November 1, 1999 and ending on November 8, 2000.
B. The base rent for such Sublease Premises shall be equal to Ten and 00/100
Dollars per rentable square foot ($10.00/RSF) per year which equates to One
Thousand Eight Hundred Forty and 00/100 Dollars ($1,840.00) per month due in
advance on the first day of each month during the Term. Sublessor agrees to
deliver space to Sublessee no later than October 31, 1999. Should Sublessor
fail to deliver premises by October 31, 1999, Sublessee may: (1) terminate
this sublease upon delivery of written notice to Sublessor, and Sublessor
shall immediately return to Sublessee the first month's rent ($1,840.00) and the
security deposit ($1,840.00) previously paid by Sublessee to Sublessor; or (2)
receive as damages $250.00 per day of delay in the delivery of the premises.
If the term commences on a day other than the beginning or end of the month,
then the rent shall be prorated on a per diem basis.
2. No Assignment. Sublessee shall not assign this Sublease nor sublet the
Sublease Premises in whole or in part without prior written consent of
Sublessor and Prime Landlord. Said consent from Sublessor shall not be
unreasonably withheld, delayed. Sublessee shall not permit Sublessee's
interest in this Sublease to be vested in any third party by operation of law
or otherwise.
3. Other Charges. If Sublessee shall procure any additional services from
the Building, such as alterations or after-hour air conditioning, Sublessee
shall pay for same a the rates charged therefor by the Prime Landlord and
shall make such payment to the Sublessor or Prime Landlord, as Sublessor shall
direct. Any Rent or other sums payable by Sublessee under this Paragraph 3
shall be Additional Rent and collectible by Sublessor as such. If Sublessor
shall receive any refund from Prime Landlord, Sublessee shall be entitled to
the return of so much thereof as shall be attributable to prior payments by
Sublessee.
4. Subordinate to Prime Lease. This Sublease is subject and subordinate in
all instances and under all circumstances to the Prime Lease. Except as may
be inconsistent with the terms hereof, all the terms, covenants and conditions
in the Prime Lease contained shall be applicable to this Sublease with the
same force and affect as if Sublessor were the "Landlord" under the Prime
Lease and Sublessee were the "Tenant" thereunder; and in case of any breach
hereof by Sublessee, Sublessor shall have all the rights against Sublessee as
would be available to Prime Landlord against Sublessor as "Tenant" under the
Prime Lease.
5. Services. Notwithstanding anything to the contrary contained herein, the
only services or rights to which Sublessee is entitled hereunder are those to
which Sublessor is entitled to as "Lessee" under the Prime Lease and that for
all such services and rights Sublessee will look to Prime Landlord under Prime
Lease.
6. No Acts - Sublessee. Sublessee shall neither do nor permit anything to be
done which would cause the Prime Lease to be terminated or forfeited or any
claims to accrue to the benefit of Prime Landlord by reason or any right of
termination or forfeiture reserved or vested in Prime Landlord under the Prime
Lease, or any rights to damages accruing to or for the benefit of Prime
Landlord under the Prime Lease, and Sublessee shall indemnify and hold
Sublessor harmless from and against all loss, cost, damage or expense,
including, but not limited to, attorney's fees and court costs, incurred by
Sublessor by reason of default on the part of Sublessee by reason of which the
Prime Lease may be terminated or forfeited, or any claims shall accrue to the
benefit of or for the Prime Landlord under the Prime Lease by reason of any
default on the part of Sublessee.
7. No Acts - Sublessor. Sublessor shall do nor permit anything to be done
which would cause the Prime Lease to be terminated or forfeited or any claims
to accrue to the benefit of Prime Landlord by reason of any right of
termination or forfeiture reserved or vested in Prime Landlord under the Prime
Lease, or any rights to damages accruing to or for the benefit of Prime
Landlord under the Prime Lease, and Sublessor shall indemnify and hold the
Sublessee harmless from and against all loss, costs, damage or expense
including, but not limited to, attorneys' fees and court costs, incurred by
Sublessee by reason of any default on the part of Sublessor by reason of which
the Prime Lease may be terminated or forfeited, or any claims shall accrue to
the benefit of or for Prime Landlord under the Prime Lease by reason of any
default on the part of Sublessor. Sublessor represents and warrants that
Sublessor shall pay to Prime Landlord any and all sums owed to Prime Landlord
under the Prime Lease and, upon request by Subtenant, shall provide written
evidence thereof. Sublessor shall also deliver to Sublessee on or before five
(5) days from Sublessor's receipt thereof any notice of default delivered to
Sublessor from Prime Landlord. In the event that Sublessor fails to pay any
sums owed to Prime Landlord or perform any act required under the Prime Lease,
Subtenant shall have the right but not the obligation to pay Prime Landlord
any amounts or perform any act required of Sublessor under the Prime Lease in
order to cure Sublessor's failure to perform. Any amount paid by Sublessee to
Prime Landlord on behalf of Sublessor to cure Sublessor's default of the Prime
Lease shall accrue interest at the rate of five percent (5%). On or before
five (5) days after receipt of written notice from Sublessee, Sublessor shall
pay to Sublessee any and all amounts paid by Sublessee (i) on behalf of
Sublessor or (ii) to cure Sublessor's default, together with any interest
accruing thereon as provided herein.
7. Payment to Sublessor by Sublessee. Sublessee has paid to Sublessor upon
the execution and delivery of this Sublease One Thousand Eight Hundred Forty
and 00/100 Dollars ($1,840.00) as payment for the first month of rent,
November 1999 under the Sublease. Sublessee has also paid Sublessor, upon the
execution and delivery of the Sublease, the sum of One Thousand Eight Hundred
Forty and 00/100 Dollars $1,840.00) as security for the full and faithful
performance of the terms, covenants and conditions of this Sublease on
Sublessee's part to be performed or observed, including, but not limited to,
payment of Rent or for any other sum which Sublessor may expend or be required
to expend by reason of Sublessee's failure to company with the terms and
conditions of the Prime Lease or this Sublease, including, but not limited to,
any damages or deficiency incurred by Sublessor as "Tenant" under the Prime
Lease in relating the Sublease Premises, in whole or in part, whether such
damages shall accrue before or after summary proceedings or other re-entry by
Sublessor. Sublessee shall fully and faithfully comply with all the terms,
covenants and conditions of this Sublease. The security deposit, or any
unapplied balance thereof, shall be returned to Sublessee within fifteen (15)
days after the time fixed as the expiration of the Term.
8. Sublease Premises Improvements - Sublessee agrees to accept the premises
in as-is condition.
9. Agency Disclosure. Xxxxxxx Xxxxx Xxxxxxx is representing the Sublessee in
this transaction, and not the Sublessor. Xxxxxxx Xxxxx Hampton will be paid a
commission by the Sublessor and Sublessor will indemnify Sublessee for all
damages and costs related to non-payment of same.
10. No Other Agreements. All prior understandings and agreements between the
parties are merged within this Sublease, which along fully and completely sets
forth the understanding of the parties hereto. This Sublease may not be
changed or terminated in any manner other than by an agreement in writing,
executed by the party against whom enforcement of the change or termination is
sought.
11. NOTICE. Any notice of demand which either party may or must give to the
other hereunder shall be in writing and delivered personally or sent by
certified mail, return receipt requested, addressed if to Sublessor, as
follows:
Outdoor West, Inc.
0000 Xxxxx Xxxxxxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
and if to Sublessee, as follows:
Intacta Technologies, Inc.
0000 Xxxxxxxxx Xxxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxxxx
Executive Vice-President and Chief Operating Officer
Either party may, by notice in writing, direct that future notices or demands
be sent to a different address.
12. Binding. The covenants and agreements herein contained shall bind and
inure to the benefit of Sublessor, Sublessee, and their respective executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the undersigned have caused this Sublease to be executed
under seal and delivered, on the day and year above written.
SUBLESSOR: OUTDOOR WEST, INC.
By: "Xxxxxxx Xxxxxxx"
---------------------
Xxxxxxx Xxxxxxx, CEO
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
SUBLESSEE: INTACTA TECHNOLOGIES, INC.
By: "Xxxx X. Xxxxxxxxx"
-----------------------
Xxxx X. Xxxxxxxxx, Executive Vice President
(CORPORATE SEAL)
CONSENT TO SUBLEASE
THIS CONSENT TO SUBLEASE (this "Consent") is executed as of the 21st day of
September, 1999 by PEACHTREE-TSG ASSOCIATES, LLC ("Landlord"), Outdoor West,
Inc. ("Sublandlord"), INTACTA TECHNOLOGIES, INC. ("Subtenant").
RECITALS
WHEREAS, Landlord, or its predecessor in title, and Sublandlord (as "Tenant")
did enter into that certain Lease Agreement, as amended from time to time,
originally dated ______________ (collectively the "Lease").
WHEREAS, Sublandlord and Subtenant have entered into that certain Sublease
Agreement, dated as of 11/01/99 (the "Sublease"), for the Leased Premises (the
"Subleased Premises").
WHEREAS, Sublandlord must obtain the consent of Landlord to the subletting.
NOW, THEREFORE, in consideration of the foregoing, Landlord does agree as
follows:
1. Landlord hereby consents to the subletting in the Sublease. This Consent
and the occupancy of the Sublease Premises by Subtenant shall not be a consent
to the making of any alterations, or to any other provisions contained in the
Sublease, other than the as specifically set forth herein.
2. This Consent and the occupancy of the Subleased Premises by Subtenant
shall not be deemed to be a waiver or release of any of the obligations of
Sublandlord under the Lease.
3. Sublandlord and Subtenant will not modify, alter, amend or terminate the
Sublease without the prior written consent of Landlord.
4. Nothing contained in the Sublease or in this Consent shall be deemed a
waiver, modification or amendment of the Lease or any of Sublandlord's
obligations thereunder including, but not limited to, the obligations to pay
Base Rent, Additional Rent and any other charges under the Lease and the
obligation obtain Landlord's approval of plans and specifications and
contractors and to pay any fees applicable thereto, all in accordance with the
Lease, prior to making alterations in any portion of the Subleased Premises.
5. The Sublease shall in all respects be subject and subordinate to the Lease
and to all modifications, amendments and extensions thereof. Any term,
condition or provision contained in the Sublease in conflict with the Lease
shall be null and void as to Landlord (although effective between Sublandlord
and Subtenant) notwithstanding Landlord's consent to the subletting. Subject
to Landlord's rights in Paragraph 8 below, any termination of the Lease shall
result in a termination of the Sublease.
6. Nothing contained in this Consent shall be deemed a waiver of Landlord's
right to approve or disapprove of any further or additional subletting of the
Premises or the Subleased Premises or any assignment of either the Lease or
the Sublease.
7. This Consent may not be changed, amended or modified in any manner other
than by agreement in writing specifically referring to this Consent and
executed by Landlord, Sublandlord and Subtenant.
8. If Landlord shall recover or come into possession of the Subleased
Premises before the stated expiration date of the Lease, Landlord shall have
the right, but not the obligation, to take over the Sublease and to succeed to
all rights of Sublandlord thereunder, Sublandlord hereby assigning (effective
as of the date of Landlord's succession to Sublandlord's estate in the
Subleased Premises) the Sublease if Landlord shall elect take over. The
subletting thereunder is subject to the condition that, from and after the
termination of the Lease or re-entry by Landlord thereunder or other
succession by Landlord to Sublandlord's estate in the Sublease Premises,
Subtenant hereby waives any right to surrender possession or to terminate the
Sublease and, at Landlord's election, shall be bound to Landlord for the
balance of the term thereof and shall attorn to and recognize Landlord as its
landlord, under all of the then executory terms of the Sublease, except that
Landlord shall not be (a) liable for any previous act, omission or negligence
of Sublandlord under the Sublease, (b) subject to any counterclaim, defense or
offset theretofore accruing to Subtenant against Sublandlord, (c) bound by any
previous modification or amendment of the Sublease made without Landlord's
consent or by any previous prepayment of more than one month's rent and
additional rent unless paid as provided in the Sublease, or (d) obligated to
perform any repairs or other work in the Sublease Premises or the Building
beyond Landlord's obligations under the Lease, and Subtenant shall execute and
deliver such instruments as Landlord may reasonably request to evidence and
confirm such attornment.
9. Upon the occurrence of any default by Sublandlord of its obligations under
the Lease, Landlord may elect, by written notice to Sublandlord and Subtenant,
to require Subtenant to pay all rental and other amounts due under the
Sublease directly to Landlord. Landlord may apply such payment first to the
costs necessary to cure Sublandlord's default and then to Sublandlord's
outstanding payment obligations under the Lease. Sublandlord hereby
authorizes Subtenant to comply, without inquiry, with any such directive
received from Landlord.
10. The provisions of this Consent shall bind and inure to the benefit of
Sublandlord, Subtenant and their respective successors and assigns. The word
"Landlord" as used herein shall mean not only the original Landlord named in
the first paragraph of this Consent but also all future owners of the property
in which the Subleased Premises is located. The word "Subtenant" as used
herein shall mean not only the original Subtenant named in the first paragraph
of this Consent but also all future holders of the tenant's leasehold estate
under the Sublease (but only such future holders that have been consented to
by Landlord as required herein.)
11. Sublandlord and Subtenant shall indemnify and hold Landlord harmless from
any and all claims, suits, or judgements (including, without limitation,
reasonable attorneys' fees and court costs incurred in connection with such)
for any fees, commissions or compensation of any kind which arise out of or
are in any way connected with any claimed agency relationship with Sublandlord
or Subtenant, related to the Sublease.
12. This Consent shall be construed under the laws of the State of Georgia.
IN WITNESS WHEREOF, the undersigned has executed this Consent as of the day
and year first above written.
LANDLORD:
PEACHTREE-TSG ASSOCIATES LLC, a
Delaware limited liability company
By: Mezzanine Investors Partners, a New York
general partnership
By: Xxxxxx Xxxxxxx Capital Management, L.P.,
a Delaware limited partnership, a partner
By: TSGP Inc., a Delaware corporation, its
general partner
By: "RBW"
-----
SUBLANDLORD:
By: "Xxxxxxx X. Xxxxxxx"
--------------------
Xxxxxxx X. Xxxxxxx
CEO
(CORPORATE SEAL)
SUBTENANT
By: "Xxxx X. Xxxxxxxxx"
-------------------
Xxxx X. Xxxxxxxxx
Executive Vice-President
(CORPORATE SEAL)
