EXHIBIT 10.6
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (Sublease") is made and entered into as of the
day of May, 2000, between ▇▇▇▇ Industries, Inc., a Pennsylvania corporation
(hereinafter called "Sublessor"), and Viewlocity, Inc. (hereinafter called
"Sublessee"):
ARTICLE I
PRIME LEASE
1.01 SUBLEASE SUBJECT TO PRIME LEASE. This Sublease is subject and
subordinate to that certain Lease Agreement entered into with an "Effective
Date" as of June 10, 1997 and executed by and between AGF 14801 Quorum, Ltd., a
Texas limited partnership (hereinafter called the "Prime Lessor"), as landlord,
and Sublessor, as tenant, as amended pursuant to that certain First Amendment To
Lease dated November 13, 1997 entered into and executed by and between the Prime
Lessor, as landlord, and Sublessor, as tenant (said Lease Agreement, as amended,
hereinafter called the "Prime Lease") a copy of which (except for Riders No 1
and No 2 thereto, which are inapplicable hereto) is attached hereto as EXHIBIT A
and made a part hereof for all purposes as if fully set forth herein.
1.02 COMPLIANCE WITH PRIME LEASE. With the exception of the obligation
to pay the Base Rental and to pay the Operating Expenses in the form of
Adjustment of Base Rental pursuant to the Prime Lease, Sublessee hereby
covenants and agrees to comply with and perform all obligations of Sublessor as
tenant under the Prime Lease with respect to the Subleased Premises including,
without limitation, all repair obligations, all insurance obligations, all
obligations to pay utility charges and taxes, and all indemnification
obligations of Sublessor thereunder, and any liability accruing from failure to
pay same when due thereunder. Sublessee agrees that whenever the consent of
Prime Lessor is required under the terms of the Prime Lease with respect to any
action, Sublessee shall obtain the consent of Sublessor and of Prime Lessor
prior to taking such action. Sublessee hereby covenants and agrees to promptly
deliver to Sublessor copies of any and all notices or other correspondence
received by Sublessee from Prime Lessor that might affect Sublessor in any
manner and further agrees, notwithstanding Section 9.04 to the contrary, to so
deliver same in the manner most
appropriate to insure that Sublessor will be able to respond to any of such
notices or other correspondence from the Prime Lessor within any time periods
set forth in the Prime Lease.
1.03 SERVICES. Sublessee hereby acknowledges and agrees that the only
services, amenities and rights to which Sublessee is entitled under this
Sublease are those to which Sublessor is entitled under the Prime Lease (subject
to all the provisions, restrictions and conditions imposed of the Prime Lease).
Sublessor shall in no event be liable to Sublessee for Prime Lessor's failure to
provide any such services, amenities and rights nor shall any such failure be
construed as a breach hereof by Sublessor or an eviction of Sublessee or entitle
Sublessee to an abatement of any of the rentals under this Sublease, except and
only to the extent that Sublessor receives an abatement under the Prime Lease
with respect thereto.
1.04 EXERCISE OF RIGHTS AND REMEDIES UNDER PRIME LEASE. Sublessee shall
not have the right to exercise any of Sublessor's options or elections permitted
or authorized under the Prime Lease, or to institute any action or proceeding
against Prime Lessor for the enforcement of the Prime Lease. If Prime Lessor
shall default in the performance of any of its obligations under the Prime
Lease, Sublessor shall, upon the written request of Sublessee and at Sublessee's
sole cost and expense, use its diligent good faith efforts to enforce the Prime
Lease and obtain Prime Lessor's compliance with its obligations thereunder.
1.05 OBLIGATIONS REQUIRED OF PRIME LESSOR UNDER THE PRIME LEASE. With
respect to facilities, work, services, maintenance, repairs and restoration or
the performance of other obligations required of the Prime Lessor under the
Prime Lease, Sublessor's sole obligation, with respect thereto, shall be to
request the same from Prime Lessor, upon request in writing from Sublessee, and
to use reasonable efforts to obtain the same from the Prime Lessor. Sublessee
shall have the right to request the same directly from Prime Lessor, and to
conduct such proceedings (in court or elsewhere), as may be required, to obtain
from the Prime Lessor any such facilities, work, services, maintenance, repairs
and restoration or the performance of such obligation (such proceedings may be,
at Sublessee's option, in its own name or in Sublessor's name, Sublessor agrees
to cooperate with Sublessee in connection therewith and to execute such
documents as may be required in connection therewith, and Sublessee agrees to
reimburse Sublessor for any reasonable legal or other expenses incurred by
Sublessor at the direction of the Sublessee in any such court or other
proceeding).
1.06 ALTERATIONS AND IMPROVEMENTS. In connection with any alterations
and improvements (as used in the Prime Lease) desired to be made by Sublessee,
the terms of the Prime Lease shall be applicable to this Sublease. The Sublessee
shall also obtain the Sublessor's written consent to the making of any such
alterations and improvements prior to the undertaking thereof, which consent the
Sublessor agrees not to unreasonably withhold, and if the consent of Sublessor
is obtained, Sublessee shall contact the Prime Lessor directly for the Prime
Lessor's consent. Sublessee shall be solely responsible for all costs involved
in the design and construction of alterations and improvements to the Subleased
Premises. Sublessee shall pay any and all costs associated with Prime Lessor's
review of any proposed alterations and improvements desired to be made by
Sublessee.
1.07 PARKING. Sublessee shall be entitled to utilize the parking
privileges provided to Sublessor pursuant to Section 2(b) of the Prime Lease
only to the extent of three (3) parking space per one thousand (1000) square
feet of the square footage of the Subleased Premises actually occupied and for
which rent is actually paid.
1.08 SECURITY BY LETTER OF CREDIT. Upon execution of this Sublease,
Sublessee shall provide to Sublessor an irrevocable letter of credit in form and
substance satisfactory to Sublessor in the amount of Two Hundred Fifty Thousand
Dollars ($250,000.00) issued by a bank acceptable to Sublessor as security for
the performance by Sublessee of provisions of this Sublease. Such security shall
at all times during the Term hereof be maintained in full force and effect by
Sublessee, If Sublessee is in default, Sublessor can draw upon the letter of
credit, or any portion of it, to cure the default or to compensate Sublessor for
all damage sustained by Sublessor resulting from Sublessee's default. Sublessee
shall immediately on demand provide a replacement irrevocable letter of credit
in the amount that the letter of credit is drawn upon by Sublessor as provided
in this paragraph so as to maintain the amount of security by letter(s) of
credit in the amount initially provided to Sublessor. Notwithstanding the
foregoing, such letter of credit security may be reduced to One Hundred Thousand
Dollars ($100,000.00) at the end of the first two years of the Term hereof
provided Sublessee is not then in default under the terms of this Sublease.
ARTICLE II
DEMISE AND DESCRIPTION
2.01 DEMISE OF SUBLEASED PREMISES. Subject to and upon the terms and
conditions set forth herein, Sublessor hereby subleases to Sublessee, and
Sublessee hereby subleases from Sublessor for the term herein set forth, all of
Sublessor's right, title and interest in and to the use and occupancy of A
PORTION OF the premises leased by Sublessor under the Prime Lease, same being
fourteen thousand three hundred thirty eight (14,338) square feet of the
rentable area located on the sixth floor in the building located at ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, as shown outlined on EXHIBIT B a copy of which is
attached hereto and made a part hereof for all purposes as if fully set forth
herein. (herein called the "Subleased Premises"). The Subleased Premises shall
be increased to include any portion of the remaining rentable area located on
the sixth floor in said building at the time of the first use thereof by
Sublessee, and in any event on November 1, 2000 the Subleased Premises shall be
increased to include all of the rentable area located on the sixth floor in said
building amounting to 18,479 square feet total (including the aforementioned
14,338 square feet).
2.02. CONDITION OF THE SUBLEASED PREMISES. Tenant acknowledges and
agrees that it has inspected the Subleased Premises and agrees to accept same in
its present condition, "AS IS" and "WITH ALL FAULTS". Not withstanding the
foregoing Sublessor, at its cost, shall reprogram the existing building security
system to restrict access to the Subleased Premises (by means of the buildings
elevators) to all unauthorized persons.
2.03 DISCLAIMER OF WARRANTIES. SUBLESSEE ACKNOWLEDGES THAT NEITHER
SUBLESSOR NOR PRIME LESSOR HAS MADE OR WILL MAKE ANY WARRANTIES TO SUBLESSEE
WITH RESPECT TO THE QUALITY OF CONSTRUCTION OF ANY LEASEHOLD IMPROVEMENTS OR
TENANT FINISH WITHIN THE SUBLEASED PREMISES OR AS TO THE CONDITION OF THE
SUBLEASED PREMISES, EITHER EXPRESS OR IMPLIED, AND THAT SUBLESSOR AND PRIME
LESSOR EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE SUBLEASED PREMISES ARE
OR WILL BE SUITABLE FOR SUBLESSEE'S INTENDED COMMERCIAL PURPOSES. EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 1.04 HEREOF, SUBLESSEE'S OBLIGATION TO PAY RENTALS
UNDER THIS SUBLEASE IS NOT DEPENDENT UPON THE CONDITION OF THE SUBLEASED
PREMISES OR THE BUILDING (NOW OR IN THE FUTURE) OR THE PERFORMANCE BY PRIME
LESSOR OF ITS
OBLIGATIONS UNDER THE PRIME LEASE, AND SUBLESSEE SHALL CONTINUE TO PAY THE
RENTALS HEREUNDER WITHOUT ABATEMENT, SETOFF OR DEDUCTION NOTWITHSTANDING ANY
BREACH BY SUBLESSOR OF ITS DUTIES OR OBLIGATIONS HEREUNDER OR BY PRIME LESSOR OF
ITS DUTIES OR OBLIGATIONS UNDER THE PRIME LEASE, WHETHER EXPRESS OR IMPLIED.
2.04 ADDITIONAL SPACE. Commencing on May 1, 2001, Sublessor herein
grants unto the Sublessee a Right of First Refusal on any space that shall be
and/or becomes available in the building during the remaining Term of this
Sublease. Prior to May 1, 2001 and thereafter prior to the first day of May of
any calendar year during the remaining Term hereof, Sublessor shall notify
Sublessee by written notice of the availability of any such space in the
building. Should Sublessee desire to exercise its Right of First Refusal and
sublease such available space, Sublessee must notify Sublessor in writing of its
desire to sublease the available space within seven (7) calendar days of
Sublessee's receipt of Landlord's notice of availability. Within thirty (30)
days of the receipt of Sublessee's notice exercising the right to sublease such
available space, Sublessee and Sublessor shall enter into an amendment of this
agreement setting forth the terms under which the additional space is subleased
to Sublessee. The Base Rental shall be at a rental mutually agreed between
Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First
Refusal within said seven (7) calendar day period, or if exercised, failure to
enter into an amendment of this agreement within thirty (30) days of Sublessor's
receipt of Sublessee's notice, shall be deemed a waiver of such right and
Sublessor shall thereafter be free of any obligation under this Article 2.04 for
a period of 12 months. Any exercise by Sublessee of this Right of First Refusal
shall be for a minimum of 5,000 rental square feet.
ARTICLE III
TERM; SURRENDER OF POSSESSION
3.01 TERM. Unless the Prime Lease is terminated sooner pursuant to the
terms thereof, the term of this Sublease ("Term") shall be for the period
commencing on May 1, 2000 and ending November 13, 2007, which is one day before
the date of expiration of the Prime Lease. Notwithstanding the foregoing and
subject to this Sublease being fully executed by all parties prior to the
commencement of the Term as defined herein, Sublessee will be granted access to
the space prior to the commencement date to prepare the space for its occupancy.
Such preparation shall include the installation of furniture, voice, data,
telephone and computer wiring and the installation of telephone and computer
equipment.
3.02 SURRENDER OF THE SUBLEASED PREMISES. At the termination of this
Sublease, by lapse of time or otherwise, Sublessee shall deliver up the
Subleased Premises to Sublessor in as good condition as existed on the date of
possession by Sublessee, ordinary wear and tear only excepted. Upon such
termination of this Sublease, Sublessor shall have the right to re-enter and
resume possession of the Subleased Premises.
3.03 RIGHT TO TERMINATE SUBLEASE. Sublessee shall have the right to
terminate this Sublease at the end of the forty-eighth month hereof provided: a)
Sublessee makes payment to Sublessor of the amount equivalent to six months Base
Rental plus six months of escalation payments resulting from Operating Expenses,
b) Sublessee gives Sublessor written notice thereof prior to the end of the
thirty-sixth month hereof, and c) Sublessee is not then in default hereunder.
ARTICLE IV
RENT
4.01 BASE RENTAL. Sublessee hereby agrees to pay a monthly base rental
of Twenty Two Thousand One Hundred Four and Forty Two One Hundredths Dollars
($22,104.42) to Sublessor monthly, in advance, notice or demand and
without abatement, deduction, or setoff of any amount whatsoever for the first
six months of the Term hereof. Sublessee hereby agrees to pay a monthly base
rental of Twenty Eight Thousand Four Hundred Eighty Eight and Forty Six One
Hundredths Dollars ($28,488.46) to Sublessor monthly, in advance, without notice
or demand and without
abatement, deduction, or setoff of any amount whatsoever, beginning with the
seventh month of the Term hereof or at such earlier time as Sublessee first uses
or occupies any rentable area on such 6th floor of such building other than the
14,338 square feet shown outlined on Exhibit B attached hereto, and continuing
each and every month thereafter during the Term hereof.
4.02 ADDITIONAL RENTAL. Beginning on January 1, 2001, Sublessee shall
also pay to Sublessor monthly as additional rental the amount of any Operating
Expenses in the form of Adjustment of Base Rental charged to Sublessor pursuant
to Section 4 of the Prime Lease for any month during the Term with respect to
the Subleased Premises, to the extent such Operating expenses exceed the actual
Operating Expenses for calendar year 2000. Upon request of Sublessee, Sublessor
will provide Sublessee with copies of statements received by Sublessor from
Prime Lessor with respect to the payment of Operating Expenses in the form of
Adjustment of Base Rental under the Prime Lease. Within thirty (30) days
following Sublessor's receipt from Prime Lessor of the final reconciliation of
the annual Operating Expenses in the form of Adjustment of Base Rental pursuant
to Section 4 of the Prime Lease for each year during the Term, Sublessor and
Sublessee shall likewise reconcile the additional rental payable by Sublessee
pursuant to this Section 4.02 so that Sublessee shall pay the amount, and only
the amount, of the actual Operating Expenses in the form of Adjustment of Base
Rental charged to Sublessor for such year with respect to the Subleased
Premises.
4.03 PAYMENT OF RENTALS. Each monthly installment of base rental and
additional rental due to Sublessor under this Sublease shall be payable by
Sublessee on the first day of each calendar month at Sublessor's address herein
set forth or at such other place as Sublessor shall designate in writing from
time to time. If less than all of any calendar month or year occurs during the
Term, rents for such partial month or year shall be prorated based on the actual
number of days during such month or year occurring within the Term.
4.04 ELECTRICITY. Sublessee shall promptly pay to Sublessor all
electrical expenses attributable to the Subleased Premises in accordance with
paragraph 5 of the Prime Lease.
ARTICLE V
QUIET ENJOYMENT
5.01 COVENANT OF QUIET ENJOYMENT. Provided Sublessee has performed all
of the terms, covenants, agreements and conditions of this Sublease, including
the payment of rental and all other sums due hereunder, Sublessee shall
peaceably and quietly hold and enjoy the Subleased Premises against Sublessor
and all persons claiming by, through or under Sublessor, for the term herein
described, subject to the provisions and conditions of this Sublease and of the
Prime Lease.
5.02 LIMITATION. It is understood and agreed that the provision of
Section 5.01 and any and all other covenants of Sublessor contained in this
Sublease shall be binding upon Sublessor and its successors only with respect to
breaches occurring during its and their respective ownership of the Sublessor's
interest hereunder. This Sublease is subject to and subordinate to all matters
of public record in Dallas, Texas.
ARTICLE VI
ASSIGNMENT AND SUBLETTING
6.01 RESTRICTION. Sublessee shall not, without the prior written consent
of Prime Lessor and Sublessor, assign, transfer, mortgage, pledge, hypothecate
or encumber this Sublease or any interest herein or sublet the Subleased
Premises or any part thereof, or permit the use of the Subleased Premises by any
party other than Sublessee. Any such assignment or subletting without such
consent by Prime Lessor and Sublessor shall be void. Any such consent by
Sublessor to any such assignment or subletting shall not release Sublessee from
any of Sublessee's obligations hereunder or be deemed to be a consent to any
subsequent assignment, subletting, occupation or use by another person.
6.02 CONSENT DISCRETIONARY. Sublessor's consent to any proposed
assignment or subletting may be withheld at the sole and absolute discretion of
Sublessor, and if given, be subject to the further consent of Prime Lessor.
ARTICLE VII
INDEMNIFICATION AND EXCULPATION
7.01 INDEMNITY. Sublessee shall indemnify Sublessor for and hold
Sublessor harmless from and against all costs, expenses (including reasonable
attorneys' fees), fines, suits, claims, demands, liabilities, judgments and
causes of action of every kind and character whatsoever arising in favor of any
person or entity, resulting from any
breach, violation or nonperformance of any covenant or condition hereof or
arising out of or incident to the use or occupancy of the Subleased Premises by
Sublessee or Sublessee's employees, agents, contractors, licensees and invitees,
including any such costs, expenses, fines, suits, claims, demands, liabilities
and actions which are attributable in whole or in part to the negligence of
Sublessor, its employees, agents, contractors, licensees or invitees. It is the
clear and unequivocal intent of the parties hereto that Sublessee's obligation
to defend, protect, and save harmless Sublessor shall be full and complete for
Sublessee's use of the Leased Premises or any activities carried on by
Sublessee, its customers, agents and designees thereon or in connection with
this Sublease or any activities arising therefrom, including, but not limited to
any condition of the Leased Premises, or any condition of the Premises, the
Building or the Land as such terms are defined in the Prime Lease, or
Sublessor's negligence with respect thereto.
7.02 EXCULPATION. Sublessor shall not be liable to Sublessee or
Sublessee's employees, agents, contractors, licensees or invitees for any damage
to person or property resulting from any act or omission of any visitor to the
Subleased Premises except as Sublessor's own negligence may be the sole cause
thereof.
ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 DEFAULT BY SUBLESSEE: REMEDIES OF SUBLESSOR. In case of any breach
hereof by Sublessee, in addition to all other rights of Sublessor hereunder or
available to Sublessor at law or equity, Sublessor shall have all the rights
against Sublessee as would be available to the Prime Lessor against Sublessor
under the Prime Lease if such breach were by Sublessor thereunder. Furthermore,
If Sublessee shall default in fulfilling any of the terms, covenants or
agreements hereof, or of the Prime Lease as herein incorporated, Sublessor may
give Sublessee notice of such default and, if Sublessee does not cure any
default in the payment of rent within three (3) days, or any other default
within five (5) days, after the receipt of such notice by Sublessee, then
Sublessor may, at its option, pursue any of the remedies of Prime Lessor set
forth in the Prime Lease or otherwise available at law or in equity, including,
without limitation, the right to accelerate any remaining rental payments or to
terminate this Sublease. If Sublessee defaults in the performance of any of the
terms and provisions hereof and Sublessor places the enforcement of this
Sublease in the hands of an attorney, Sublessee agrees to reimburse Sublessor
for all reasonable expenses incurred
by Sublessor as a result thereof including, but not limited to, reasonable
attorneys' fees.
ARTICLE IX
MISCELLANEOUS
9.01 AMENDMENT. No amendment, modification or alteration of the terms
hereof shall be binding unless the same shall be in writing, dated subsequent to
the date hereof and duly executed by the parties hereto.
9.02 HEADINGS; INTERPRETATION. Descriptive headings are for convenience
only and shall not control or affect the meaning or construction of any
provision of this Sublease. Whenever the context of this Sublease requires,
words used in the singular shall be construed to include the plural and vice
versa and pronouns of whatsoever gender shall be deemed to include and designate
the masculine, feminine or neuter gender.
9.03 COUNTERPARTS. For the convenience of the parties, any number of
counterparts of this Sublease may be executed by one or more parties hereto and
each such executed counterpart shall be, and shall be deemed to be, an original
instrument.
9.04 NOTICES. Subject to Article 1.02 hereof, all notices, consents,
requests, instructions, approvals and other communications provided for herein
and all legal process in regard hereto shall be validly given, made or served,
if in writing and delivered personally or sent by United States certified or
registered mail, postage prepaid, return receipt requested, if to:
Sublessor: ▇▇▇▇ Industries, Inc.
c/o USI Properties, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇, President
Sublessee: Viewlocity, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
or to such other addresses as any party hereto may, from time to time,
designate in writing delivered in a like manner.
9.05 SUCCESSORS AND ASSIGNS. This Sublease shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns in accordance with the terms of this Sublease.
9.06 TIME OF THE ESSENCE. Time is of the essence in the performance by
Sublessee of its obligations hereunder.
9.07 BROKERAGE COMMISSIONS. Sublessor has agreed to pay a brokerage
commission to CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc. ("Broker") pursuant to a separate agreement
between Sublessor and Broker. Sublessor and Sublessee hereby represent and
warrant each to the other that they have not employed any agents, brokers or
other such parties in connection with this Sublease other than Broker, and each
agrees that they shall hold the other harmless from and against any and all
claims of all other agents, brokers or other such parties claiming by, through
or under the respective indemnifying party.
9.08 WAIVER OF LIEN BY SUBLESSEE. Sublessee shall have no right, and
Sublessee hereby waives and relinquishes all rights which Sublessee might
otherwise have, to claim any nature of lien against the Subleased Premises or to
withhold, deduct from or offset against any Rent or other sums to be paid to
Sublessor by Sublessee, except as expressly provided under this Sublease.
9.09 REMEDIES CUMULATIVE; APPLICABLE LAW. All rights and remedies of
Sublessor under this Sublease shall be cumulative and none shall exclude any
other rights or remedies allowed by law; and this Sublease is declared to be a
Texas contract, and all of the terms thereof shall be construed according to the
laws of the State of Texas.
9.10 ENTIRE AGREEMENT. The terms and provisions of all Schedules and
Exhibits described herein and attached hereto are hereby made a part hereof for
all purposes. This Sublease constitutes the entire agreement of the parties with
respect to the subject matter hereof, and all prior correspondence, memoranda,
agreements or understandings (written or oral) with respect hereto are merged
into and superseded by this Sublease.
9.11 AUTHORITY. Sublessee warrants, represents and covenants that (a) it
is a duly organized and existing legal entity under the laws of the state in
which it is organized, and in good standing in the State of Texas, (b) it has
full right and authority to execute, deliver and perform this Sublease, (c) the
person executing this Sublease on behalf of Sublessee was authorized to do so
and (d) upon request of Sublessor, Sublessee will deliver to Sublessor
satisfactory evidence of the due authorization, execution and delivery of this
Sublease by Sublessee.
9.12 SEVERABILITY. If any term or provision of this Sublease, or the
application thereof to any person or circumstance, shall to any extent be
invalid or unenforceable, the remainder of this Sublease, or the application of
such provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each provision of
this Sublease shall be valid and shall be enforceable to the extent permitted by
law.
9.13 NO RECORDING. This Sublease (including any Exhibits hereto) shall
not be recorded without the prior written consent of Sublessor.
9.14 PRIME LESSOR'S CONSENT REQUIRED. Sublessee acknowledges that,
pursuant to the provisions of the Prime Lease, Sublessor is required to obtain
Prime Lessor's written consent to this Sublease, and accordingly, that the
obligations of Sublessor hereunder are expressly subject to Sublessor obtaining
such consent. If Prime Lessor's written consent to this Sublease is not obtained
by 5:00 p.m. Central Time on MAY 15, 2000, this Sublease agreement shall
automatically terminate and be of no further force and effect.
9.15 Signage. Subject to Sublessee complying with all codes,
restrictions, covenants, regulations and laws and obtaining the approval of the
Prime Lessor, Sublessee shall have the right, at Sublessee's cost and expense,
to install its corporate
logo on the existing monument sign in the front of the Building. Sublessor will
install at its cost, a tenant directory in the main lobby of the Building.
Sublessor will thereupon, at its cost, list Sublessee's company name and
location.
9.16 CARD KEY ACCESS. Sublessor shall provide Sublessee with one (1)
building entry/elevator access card for each 300 rentable square feet of space
in the Subleased Premises, for a total of 61 access cards. Additional and/or
replacement access cards will be available to Sublessee, at Sublessee's cost
(currently $10.00 per card).
IN WITNESS WHEREOF, the undersigned Sublessor and Sublessee have executed this
Sublease effective as of the date and year first written above.
"Sublessor"
▇▇▇▇ Industries, Inc.
_______________________________
By: USI Properties, Inc., Agent
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: President
Date:__________________________
"Sublessee"
Viewlocity, Inc.
_______________________________
By:____________________________
Name:__________________________
Title: ________________________
Date: _________________________