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SUBLEASE AGREEMENT
STATE OF Pennsylvania
COUNTY OF Montgomery
THIS SUBLEASE AGREEMENT is entered into effective the 7th day of July, l995,
by and between Walnut Associates, lnc. as "Sublessor" and Walnut Equipment
Leasing Company, Inc. as "Sublessee ."
WHEREAS, Sublessor executed a Lease Agreement dated June 30, 1995, between
WRGSB Associates as "Landlord" and Walnut Associates, Inc. as "Tenant," by the
terms of which Suite 200, consisting of approximately 10150 square feet in the
building known as GSB Building in Bala Cynwyd, Pennsylvania (the "demised
premises") was leased to Walnut Associates, Inc. as Tenant for a term
commencing September 1, l995, and ending on December 31, 2002. A true and
correct copy of,such Lease Agreement, as amended, if any (the"Lease"), is
attached hereto as Exhibit "A" and made apart hereof for all purposes.
WHEREAS, the Sublessor now desires to sublease the leased premises to Walnut
Equipment Leasing Company, Inc. and Walnut Equipment Leasing Company, Inc.
desires to accept the sublease thereof.
NOW, THEREFORE, for good and valuable consideration, with the agreement of the
Sublessee, hereinafter set forth, the Sublessor hereby subleases to the
Sublessee the demised premises described as Suite 200. The Sublessee warrants
it will comply with all of the terms and provisions of the Lease attached
hereto as Exhibit "A", and it is expressly provided that the rental payments
for the said subleased premises shall be as per Rider per month plus other
charges as outlined in the lease, payable in advance pursuant to the terms of
the Lease. The term of the sublease shall commence on Sept. 1, 1995, and end
on December 31, 2002. Sublessee shall make all rental payments directly to
Sublessor. Sublessee shall use the premises only for the express purpose set
forth in the Lease. Sublessor agrees to continue to be bound by the provisions
of said Lease.
This Agreement shall be binding on and inure to the benefit of the
parties hereto, their successors and assigns.
SUBLESSOR: Walnut Associates, Inc. SUBLESSEE: Walnut Equipment Leasing
Company, Inc.
BY: s/William Shapiro BY: s/Ken Shapiro,VP
Date: 7/12/95 DATE: 7/13/95
WITNESS: s/Patricia Mc Carthy WITNESS: s/Deljean Shapiro
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CONSENT BY LANDLORD TO SUBLEASE
WRGSB Associates, is the Landlord ("Landlord") of those certain
"Premises", as defined in that certain Lease Agreement dated the 30th day of
June 1995 ("Lease"), made and entered into by and between Landlord and Walnut
Associates, Inc. a Delaware Corporation ("Tenant"), a copy of which Lease, as
amended, if any, is attached hereto as Exhibit "A" and is incorporated herein
by this reference. The Lease contains a restriction against assignment or
subletting by Tenant without Landlord's prior written consent thereto. Landlord
does hereby consent, subject to the following conditions, to the proposed
sublease by and between Tenant, as sublessor, to Walnut Equipment Leasing
Company, Inc. a Delaware Corporation ("Sublessee") of, dated the 11th day of
July, 1995 ("Sublease"), a copy of which Sublease is attached hereto as Exhibit
"B" and is incorporated herein by this reference.
1. Landlord's consent herein is expressly conditioned upon the payment of the
Basic Rent and Additional Rent (as defined in the Lease) reserved by, and the
performance and observance of the covenants, conditions and agreements in the
Lease and this consent shall in no way affect or release Lessee from its
liabilities and responsibilities under the terms of the Lease. Tenant hereby
acknowledges that, notwithstanding the terms of the Sublease, it shall remain
principally liable and responsible for all liabilities and responsibilities of
"Tenant" under the Lease.
2. This consent is given without prejudice to Landlord's rights under the
Lease, this consent being expressly limited to the Sublease to Subtenant, and
shall not be deemed to be an authorization for or consent to any further or
other assignment or subletting or parting with or sharing possession of all or
any part of the Leased Premises.
3. Notwithstanding anything to the contrary contained in the Sublease.
Sublessee shall not act in any manner which is inconsistent with the terms of
the Lease.
4. Landlord joins in this Agreement solely to grant its consent and, by doing
so, Landlord does not thereby (a) make any representations or warranties, or
(b) acknowledge or approve of any of the terms of the Sublease as between
Tenant, as Sublessor, and Sublessee. Further, nothing contained in this
Sublease or this Consent shall be construed as modifying, waiving or affecting
any of the provisions, covenants and conditions or any of the Landlord's rights
or remedies under the Lease other than as specifically set forth herein.
5. In consideration of Landlord's consent to the Sublease, Sublessee hereby
acknowledges, covenants and agrees: (a) that the Sublease shall be subject to
and subordinate to the Lease; (b) that it will observe, comply with and perform
all terms, conditions and covenants in the Lease and to perform all obligations
of any kind whatsoever as and when the same are due to be performed by Tenant
pursuant to the terms of the Lease; (c) to be subject to all of the Landlord's
rights thereunder during the entire term of the Sublease, as though Sublessee
was named Tenant under the Lease, except as to those covenants relating to that
portion of the Leased Premises not leased to Sublessee under the Sublease.
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Sublessee hereby further expressly acknowledges and agrees to be subject to the
prohibition against subletting, assigning, mortgaging or encumbering or
permitting the occupation or use of all or part of the Leased Premises by
others without the prior written consent of Landlord upon the terms and
conditions as are set forth in Paragraph 7 of the lease.
6. Tenant and Sublessee represent and warrant that they have dealt with no
broker, finder, agent or other person in connection with the Sublease other
than Geis Reality Group, Inc. ("Broker") and they agree to indemnify and hold
Landlord harmless from and against any claims or causes of action for a
commission or other form of compensation arising from the Sublease or the Lease
whether advanced by Broker or any other person or entity. The provisions of
this Paragraph shall survive the termination of the Lease and any renewal
thereof.
IN WITNESS WHEREOF the undersigned have executed this agreement on this day of
19 .
LANDLORD:
Witness as to signing of Landlord:
BY:
Its:
SUBLESSOR
Witness as to signing of sublessor:s/Patricia Mc Carthy
BY:S/William Shapiro
SUBLESSEE : Walnut Equipment Leasing Company, Inc.
Witness as to signing of sublessee:s/Deljean Shapiro
BY:s/ Ken Shapiro, Vice-President
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RIDER ATTACHED TO AND MADE PART OF THE SUBLEASE AGREEMENT
DATED JULY 11, 1995, BY AND BETWEEN WALNUT ASSOCIATES, INC. (herein after
referred to as "Sublessor") and WALNUT EQUIPMENT LEASING COMPANY, INC. (herein
after referred to as "Sublessee") CONCERNING THE PREMISES AS SUITE 105 IN THE
GSB BUILDING. In the event of any conflict between the terms and conditions of
the Sublease and the terms and conditions of this Rider, the terms and
conditions contained in this Rider shall control.
1. RENTAL PAYMENTS.
Period Monthly
Months 1-12 $16,419.70
Months 13-24 $17,016.78
Months 25-36 $17,613.86
Months 37-48 $18,210.94
Months 49-60 $18,808.30
Months 61-72 $19,405.10
Months 73-88 $19,902.66
All rental payments are to be made payable to Walnut Associates, Inc.
Sublessor: Walnut Associates, Inc.
By: s/William Shapiro
Date: 7/13/95
Witness: s/Patricia McCarthy
Sublessee: Walnut Equipment Leasing Company, Inc.
BY: s/Ken Shapiro, VP
Date: 7/12/95
Witness: s/Deljean Shapiro