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EXHIBIT 10.55
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Sublease") is made by and between
WESTPOINT ▇▇▇▇▇▇▇ INC., a Delaware corporation ("Sublessor"), and HTG
CORPORATION, a Georgia corporation ("Sublessee"), as of the 15th day of August,
2000 ("Effective Date").
R E C I T A L S :
A. WHEREAS, EOP-Buckhead, L.L.C., a Delaware limited liability
company ("Landlord") and Sublessor entered into that certain Office Lease dated
July 13, 2000, (the "Lease"), and
B. WHEREAS, Sublessor now desires to sublease a portion of the
Leased Premises to Sublessee,
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sublessor and Sublessee do hereby
agree as follows:
1. Sublessor represents and warrants to Sublessee that (a)
Sublessor has delivered to Sublessee a full and complete copy of the Lease, (b)
the Lease is, as of the date hereof, in full force and effect, and (c) Sublessor
is not in default under the Lease.
2. Sublessor, for and in consideration of the rents herein
reserved and of the covenants and agreements herein contained on the part of
Sublessee to be performed, hereby subleases to Sublessee, and Sublessee accepts
from Sublessor, the following portion of the Leased Premises: approximately 1040
square feet of Net Rentable Area located on the Sixteenth (16th) floor of the
Building, as depicted on Exhibit A attached hereto (the "Sublet Premises")
together with reception areas, hallways, break rooms and kitchens located within
the Leased Premises.
3. The term of this Sublease shall commence as of the effective
date on the date hereof and shall expire upon the Expiration Date specified in
the Lease, unless earlier terminated by agreement of the parties or as provided
herein, provided however, that either party may terminate this Sublease upon
ninety (90) days advance written notice..
4. Sublessor has delivered possession of the Sublet Premises to
Sublessee on the Effective Date.
5. The Sublet Premises shall be used and occupied only for the
uses permitted under the Lease.
6. Sublessee agrees to pay as Rent for the Sublet Premises
Eighteen percent (18%) of any other sums owed by Sublessor to Landlord under the
Lease and related to Premises A and B including, but not limited to, Sublessee's
pro rata share of all Base Rental and Additional Base Rental (as defined in the
Lease) plus all charges for parking spaces assigned to Sublessee, with such
payment to be made directly to Sublessor upon the terms and conditions set forth
in the Lease.
7. Sublessor represents that it has the full power and authority
to enter into this Sublease, subject to the consent of Landlord. So long as
Sublessee is not in default in the performance of its covenants and agreements
in this Sublease, Sublessee's quiet and peaceful
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enjoyment of the Sublet Premises shall not be disturbed or interfered with by
Sublessor, or any person claiming by, through or under Sublessor.
8. Sublessee shall not assign, convey or mortgage this Sublease
or any interest therein, or allow any transfer thereof or any lien upon
Sublessee's interest in the Sublet Premises by operation of law or otherwise, or
further sublet the Sublet Premises or any part thereof, or permit the occupancy
of the Sublet Premises or any part thereof by anyone other than Sublessee.
9. This Sublease and the rights of the parties hereunder are
subject and subordinate to the Lease. Each party agrees that it will not, by its
act or omission to act, cause a default under the Lease. In furtherance of the
foregoing, the parties hereby confirm, each to the other, that it is not
practical in this Sublease to enumerate all of the rights and obligations of the
various parties under the Lease and specifically to allocate those rights and
obligations in this Sublease. Accordingly, in order to afford Sublessee the
benefits of this Sublease and of those provisions of the Lease which by their
nature are intended to benefit the party in possession of the Leased Premises,
and in order to protect Sublessor against the default by Sublessee which might
cause a default by Sublessor under this Lease, Sublessor and Sublessee agree as
follows:
(i) Sublessee's use of the Subleased Premises shall be strictly in
accordance with the use provisions of the Lease.
(ii) Sublessee shall perform all affirmative covenants and shall
refrain from performing any act which is prohibited by the negative covenants of
the Lease, whether the obligation to perform or refrain from performing is by
its nature imposed upon the party in possession of the Sublet Premises. If
practical, Sublessee shall perform affirmative covenants which are also
covenants of Sublessor under the Lease at least five (5) days prior to the date
when Sublessor's performance is required under the Lease. Sublessor shall have
the right to enter the Sublet Premises to cure any default by Sublessee under
this paragraph.
(iii) Sublessor shall not agree to any amendment to the Lease which
might have an adverse effect on Sublessee's occupancy of the Sublet Premises or
its use of the Sublet Premises for their intended purpose, unless Sublessor
shall first obtain Sublessee's prior written approval thereof.
(iv) Sublessor hereby grants Sublessee the right to receive all of
the services and benefits with respect to the Sublet Premises which are to be
provided by Landlord under the Lease. Sublessor shall have no duty to perform
any obligations of Landlord which are, by their nature, the obligation of an
owner or manager of real property. For example, Sublessor shall not be required
to provide the services or repairs which the Landlord is required to provide
under the Lease. The Sublessor shall have no responsibility for or be liable to
Sublessee for any default, failure or delay on the part of Landlord in the
performance or observance by Landlord of any of its obligations under the Lease,
nor shall such default by Landlord affect this Sublease or waive or defer the
performance for any of Sublessee's obligations hereunder, except to the extent
that such default by Landlord excuses performance by Sublessor under the Lease.
Notwithstanding the foregoing, the parties contemplate that Landlord shall, in
fact, perform its obligations under the Lease, and in the event of any default
or failure of such performance by Landlord, Sublessor agrees that it will, upon
notice from Sublessee, make demand upon Landlord to perform its obligations
under the Lease and, provided that Sublessee specifically agrees to pay all
costs and expenses of Sublessor, Sublessor will take appropriate legal action to
enforce the Lease.
(v) Sublessee hereby agrees to indemnify and hold Sublessor
harmless, with regard to its leasing and use of the Subleased Premises, to the
same extent that Sublessor, as tenant or lessee, is required to indemnify and
hold Landlord harmless with respect to the Premises. Likewise,
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Sublessee hereby agrees to obtain insurance in the same amounts and of the same
types required to be carried by Sublessor with regard to the Premises.
(vi) Any act or omission by Sublessee that would constitute a
default under the Lease shall be deemed a default by Sublessee under this
Sublease. In addition, any failure by Sublessee to pay Rent when due or any
failure by Sublessee to perform any other obligations required under this
Sublease, shall be deemed a default hereunder and that in such event Sublessor's
rights shall be the same as Landlord's rights upon Sublessor's default under the
Lease.
10. Sublessee agrees that all of the remaining terms, covenants,
promises and conditions of the Lease are hereby incorporated by reference, and
Sublessee shall comply with and be bound by all of the terms, covenants,
promises and conditions of the Lease which pertain to the Sublet Premises.
Sublessor shall have all rights and remedies provided for the Landlord under the
Lease, in the event Sublessee shall default in the performance of its
obligations under this Sublease.
11. This Sublease contains the entire agreement and understanding
between the parties hereto with respect to the Sublet Premises, and there are no
other terms, covenants, obligations or representations of any kind whatsoever
regarding the subject matter hereof. Provide, however, that capitalized terms
used herein but not defined shall have the meanings given to them in the Lease.
12. This Sublease shall be binding upon, and shall enure to the
benefit of, the parties hereto, and their respective successors and assigns.
13. This Sublease shall be governed and interpreted in accordance
with the laws of the State of Georgia.
IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease
to be executed for and in their respective names on the date shown above.
SUBLESSOR: SUBLESSEE:
WESTPOINT ▇▇▇▇▇▇▇ INC. HTG CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Its: Senior VP and Treasurer Its: President
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Date: February 6, 2001 Date: February 5, 2001
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