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SUBLEASE
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THIS SUBLEASE (the "Sublease") is effective as of July 19, 1995
(the "Effective Date"), between General American Life Insurance Company, a
Missouri corporation ("Sublessor"), and General American Investment
Management Company ("GAIMCO"), a Missouri corporation ("Sublessee").
RECITALS
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A. Pursuant to certain leases (individually a "Master Lease"
and collectively the "Master Leases"), various landlords (each a "Master
Lessor" and collectively the "Master Lessors") leased to Sublessor certain
spaces (each a "Master Lease Space" and collectively the "Master Lease
Spaces").
B. Sublessee desires to sublease from Sublessor, and Sublessor
desires to sublet to Sublessee certain spaces (each a "Space" and
collectively the "Spaces") which constitute the Master Lease Spaces. The
Spaces are described on Exhibit A attached hereto.
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IN CONSIDERATION OF THE ABOVE, Sublessor and Sublessee agree as
follows:
1. Demise. Sublessor hereby subleases and demises to
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Sublessee and Sublessee hereby takes and hires from Sublessor the Spaces,
subject to the provisions hereinafter set forth.
2. Term. The initial term of this Sublease (the "Initial
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Term") shall commence on the Effective Date, and shall expire, with respect
to each particular Space listed on Exhibit A, at midnight on the day prior
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to the expiration date of the current term of the Master Lease, unless such
Master Lease is earlier terminated.
This Sublease may be terminated with respect to one or more
Spaces at any time by 90 days advance written notice by the Sublessee to the
Sublessor at the address for notices provided herein. Upon expiration of the
Initial Term of this Sublease and any extension or renewal thereof (the
"Expiration Date"), Sublessor and Sublessee shall be released from all
liabilities and obligations hereunder except as may be expressly provided
herein.
3. Condition and Use of Spaces. Sublessee accepts the
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Spaces from Sublessor in their present condition and acknowledges that Sublessor
shall not be required to make any improvements or alterations to the Spaces.
Sublessor represents and warrants that it has asserted no claim of default on
the part of any Master Lessor
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under any Master Lease and that, to the best of its knowledge, no default has
occurred and is continuing on the part of any Master Lessor under any Master
Lease. Sublessor further represents and warrants that it has received no
notice alleging default by it from any Master Lessor and that it has performed
all of its obligations to be performed by Sublessor under each Master Lease.
Sublessor agrees that as between itself and Sublessee, Sublessee shall have the
benefit of all claims and warranties inuring to the benefit of Sublessor in
respect of the Spaces, if any.
4. Rent and Other Charges. During the Initial Term of this
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Sublease, Sublessee shall pay rent ("Rent") and all other amounts in
accordance with the terms of the Master Leases to Sublessor, at the address
for notices provided herein, in lawful money of the United States, in monthly
payments in advance on or before the first day of each month, as specified in
the Master Leases with respect to each Space listed on Exhibit A.
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5. Surrender of Spaces. Upon the Expiration Date or earlier
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termination of this Sublease, Sublessee shall (a) surrender the Spaces to
Sublessor in good condition and repair, broom-clean, ordinary wear and tear
and casualty loss or loss by condemnation excepted and otherwise in the
condition required by the Master Lease, and (b) to the extent required of
Sublessor or Sublessee under corresponding Master Leases, repair any damage
to the Spaces occasioned by the removal of Sublessee's trade fixtures,
furnishings, equipment and personal property which Sublessee may remove under
the terms of such Master Leases.
6. Subordination. Subject to the provisions of Paragraph 25
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hereof, this Sublease is subject and subordinate to each Master Lease and to
all matters to which such Master Leases are subject and subordinate.
7. Indemnification. Sublessor shall defend, indemnify and
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hold Sublessee harmless from and against any and all losses, liabilities,
claims, causes of action, damages, costs and expenses (including attorneys'
fees and expert witnesses' fees) arising or resulting from (i) any
intentional or negligent act or omission of Sublessor or Sublessor's
officers, agents, employees, contractors, invitees or licensees (collectively
"Sublessor's Agents"), occurring or accruing during the term of this Sublease
and/or (ii) any breach occurring or accruing on or after the Effective Date
by Sublessor or Sublessor's Agents of any term, condition or covenant under
this Sublease or any breach of any term, condition or covenant under the
Master Leases occurring or accruing during the term of this Sublease, except
to the extent incorporated herein as an obligation of Sublessee. In case any
action or proceeding is brought against Sublessee by reason of any such
claim, Sublessor, upon written notice from Sublessee, shall, at Sublessor's
expense, resist or defend such action or proceeding by counsel reasonably
approved by Sublessee. Sublessee shall defend,
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indemnify and hold Sublessor harmless from and against any and all losses,
liabilities, claims, causes of action, damages, costs and expenses (including
attorneys' fees and expert witnesses' fees) arising or resulting from (i) any
intentional or negligent act or omission of Sublessee or Sublessee's officers,
agents, employees, contractors, invitees or licensees (collectively
"Sublessee's Agents"), occurring or accruing during the term of this Sublease,
and/or (ii) any breach occurring or accruing on or after the Effective Date by
Sublessee or Sublessee's Agents of any term, condition or covenant under this
Sublease or under the Master Leases to the extent incorporated herein as
applying to Sublessee, and/or (iii) any intentional or negligent act or
omission of Sublessee or Sublessee's Agents which constitutes a breach or
creates an obligation for reimbursement or indemnification on Sublessor's part
to one or more Master Lessors under the terms of the Master Leases. In case
any action or proceeding is brought against Sublessor by reason of any such
claim, Sublessee, upon written notice from Sublessor, shall, at Sublessee's
expense, resist or defend such action or proceeding by counsel reasonably
approved by Sublessor. The foregoing indemnities in this Paragraph 7 shall
survive the expiration, cancellation or termination of this Sublease.
8. Insurance. The Sublessee shall maintain at its expense
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throughout the term of this Sublease, insurance against loss or liability in
connection with bodily injury, death, property damage or destruction,
occurring within the Spaces or arising out of the use thereof by the
Sublessee or its agents, employees, officers, invitees, visitors and guests,
under one or more policies of general public liability insurance affording
Sublessor protection in an amount not less than the amount of such insurance
maintained by Sublessor pursuant to the terms of the Master Leases. Each
such policy shall (a) name as the insureds thereunder, as their interests may
appear, the Sublessor and the Sublessee, (b) by its terms, be cancelable or
materially altered only on at least thirty (30) days' prior written notice to
Sublessor, and (c) be issued by an insurer of recognized responsibility
licensed to issue such policy in the state in which the Spaces are located,
and rated at least A by Best's Key Rating Guide for Property Liability or
otherwise as may be acceptable to Sublessor. To the extent Master Lessor
under the Master Lease may require Sublessee separately to provide any
evidence of insurance benefiting or naming Master Lessor as a named or
additional insured, Sublessee shall promptly upon request of Sublessor cause
such evidence of insurance to be issued and delivered to Master Lessor. Any
waiver of subrogation rights provided in the Master Lease shall not apply
between the parties hereto. Notwithstanding anything to the contrary
contained in this Paragraph 8, Sublessee shall not be required to carry any
insurance in excess of the amount of insurance coverage required to be
maintained by Sublessor under the Master Leases.
Sublessee and Sublessor each hereby relieve the other, and waive
their entire right of recovery against the other for loss or damage arising
out of or incident to the perils insured against by either party to the
extent of insurance proceeds actually
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received, which perils occur in, on or about the Spaces or the Master Lease
Spaces, whether due to the negligence of Sublessor or Sublessee or their
agents, employees, contractors and/or invitees. Sublessee and Sublessor shall
give notice to their insurance carrier or carriers that the foregoing mutual
waiver of subrogation is contained in this Sublease.
9. Other Provisions. Except for the paragraphs of the
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Master Lease which relate to (i) the payment of rent, (ii) the term of the
Lease, (iii) any options to purchase the Master Lease Spaces, renew any Master
Lease or expand the Master Lease Spaces, (iv) any rights to assignment and
subletting, and (v) personal property or public liability insurance to be
carried by Sublessor covering the Master Lease Spaces, and to the extent not
otherwise consistent with the agreements and understandings expressed
elsewhere in this Sublease or applicable only to the original parties to the
Master Leases, the provisions of the Master Leases are hereby incorporated
herein by reference on the following understandings:
(a) The term "premises" (or other word of similar import)
as used therein shall refer to the Spaces.
(b) The terms "tenant" or "lessee" (or other word of
similar import) as used therein shall refer to Sublessee.
(c) The terms "lessor", "landlord" or "owner" (or other
word of similar import) as used therein shall refer to Sublessor.
(d) Sublessee acknowledges that the applicable Master
Lessors and not Sublessor shall be responsible for any work, services,
repairs, utilities, common areas, repainting and restoration or the
performance of other obligations required of or imposed upon Master Lessor
under each Master Lease. Sublessor agrees to deliver to such Master Lessor
any request relating to such services if requested to do so by Sublessee, or
Sublessee may make such requests directly of such Master Lessor if Sublessee
so elects. Sublessee shall perform such maintenance and repairs with respect
to the Spaces as required to be performed by Sublessor under applicable
Master Leases. To the extent that each Master Lease permits any right of
self help, Sublessee may exercise such right of self-help with respect to the
corresponding Space.
(e) Except as otherwise provided in this Paragraph 9,
Sublessor and Sublessee shall perform and comply with the provisions of the
Master Leases incorporated herein with respect to the Spaces to be performed
by, respectively, the "landlord" and "tenant" (or like words of similar
import) thereunder. Accordingly, Sublessee hereby assumes and agrees to
perform all of the obligations of the "tenant"
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under the Master Leases accruing or arising during the term of this Sublease in
the manner and within the time required under the Master Leases as if the
Spaces were the only space demised under the Master Leases. Sublessee and
Sublessor each further covenant that it will neither commit, nor permit to be
committed by any third party, any act or omission which would violate any
material term or condition of the Master Leases to be performed by it or on its
behalf, nor be cause for termination of any Master Lease by a Master Lessor.
Sublessee's obligations hereunder are to Sublessor and Sublessee shall have no
duties or obligations to any Master Lessors under the Master Leases, except as
may otherwise be agreed to between Sublessee and a Master Lessor or as
specifically provided in the Master Leases.
(f) In the event of a default by a Master Lessor under a
Master Lease, Sublessor agrees that Sublessee may at Sublessee's option
institute an action for enforcement of Sublessor's rights under such Master
Lease in the name, place and stead of Sublessor.
10. Sublessee's Sign. If any Master Lease contains
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limitations on the number of signs that may be placed on the corresponding
Master Lease Space, such right shall be allocated between the parties on a
proportionate basis with respect to each party's relative square footage of use.
Notwithstanding the above, Sublessee's rights to install and maintain a sign
on the any Space shall be limited to the provisions of the corresponding
Master Lease and shall otherwise be conditioned upon receipt of prior written
consent of the applicable Master Lessor if so required under the terms of the
Master Lease.
11. Assignment and Subletting. Subject to obtaining any
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consents required under the Master Leases, Sublessee shall obtain Sublessor's
prior written consent to any assignment or subletting, which consent shall
not be unreasonably withheld or delayed. Notwithstanding the foregoing,
Sublessee shall not have the right to assign this Sublease or sublet all or
any portion of a Space without first obtaining the prior written consent of
the applicable Master Lessor where such consent is required under the terms
of the Master Lease. No assignment of this Sublease (whether or not
Sublessor's consent is required) shall relieve Sublessee of its obligations
hereunder.
Each assignee of this Sublease shall assume all obligations of
Sublessee under this Sublease and shall be and remain liable jointly and
severally with Sublessee for the payment of Rent, and for the performance of
all the terms, covenants, conditions and agreements herein contained on
Sublessee's part to be performed. No assignment shall be binding on
Sublessor unless the assignee or Sublessee shall deliver to Sublessor a
counterpart of the assignment and an instrument in recordable form that
contains a covenant of assumption by the assignee reasonably satisfactory in
substance and form to Sublessor, consistent with the requirements of this
paragraph,
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but the failure or refusal of the assignee to execute such instrument of
assumption shall not release or discharge the assignee from its liability as
set forth above.
12. Options to Renew. Sublessor shall have no obligation,
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and Sublessee shall have no right or power, to exercise any option to renew or
extend the term of the Master Lease.
13. Notices. Any notice, demand, consent or approval,
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request or other communication or document to be provided pursuant to this
Sublease shall be in writing and shall be sent by registered or certified United
States mail, return receipt requested, or by personal delivery during normal
business hours with evidence of delivery requested, with all postage and fees
prepaid, to Sublessor or Sublessee, respectively, at the following addresses,
or at such other address as such party shall designate by written notice to
the other party. Such addresses are:
SUBLESSOR:
General American Life Insurance Company
700 Market Street
St. Louis, MO 63101
Attn: Real Estate Department
SUBLESSEE:
General American Investment Management Company
(at the address of the Space or at such other place as
Sublessee may from time to time designate by notice
to Sublessor)
Such notices shall be deemed to have been received and to be effective for
all purposes upon receipt or refusal to accept delivery at such address as
indicated on the return receipt or other record of delivery.
14. No Oral Agreements. There are no oral agreements or
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understandings between the parties hereto affecting this Sublease. This
Sublease cannot be changed or terminated orally but only by an agreement in
writing signed by the party against whom enforcement or any waiver, change,
modification or discharge is sought.
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15. Governing Law. This Sublease shall be governed and
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construed, as to each of the respective Spaces, in accordance with the laws
of the state in which each such Space is located.
16. Incorporation of Exhibit(s). The Exhibit(s) attached
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hereto is (are) incorporated herein by this reference.
17. Consent. When consent or approval of either Sublessor or
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Sublessee is required by any provision of this Sublease or of the Master
Lease to the extent incorporated herein, such consent or approval shall not
be unreasonably withheld or delayed (unless otherwise expressly provided in
this Sublease or in the Master Leases as incorporated herein). Neither
Sublessor nor Sublessee shall take or omit to take any action requiring a
Master Lessor's consent under a Master Lease without first obtaining such
consent in accordance with the terms of the Master Lease. Upon request of
Sublessee, Sublessor will request a Master Lessor's consent to any action or
omission of Sublessee for which such consent is required.
18. Parties Not Relieved of Liability. No assignment of this
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Sublease or subletting of the Spaces, in whole or in part, as provided in
this Sublease, shall relieve either Sublessor or Sublessee of its obligations
under this Sublease.
19. Severability. If any provision of this Sublease is
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determined to be unenforceable for any reason, it shall be modified rather
than voided, if possible, in order to achieve the intent of Sublessor and
Sublessee to the extent possible. In any event, the remaining provisions
shall be deemed valid and enforceable to the maximum extent possible.
20. Notice of Default. Sublessor and Sublessee shall,
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respectively, promptly give written notice to the other of any notice of
default they may receive from the Master Lessor under any Master Lease.
21. Attorney's Fees. In the event of any legal action or
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proceeding to enforce the terms of this Sublease, the prevailing party shall
be entitled to recover its reasonable attorney's fees, costs and expenses.
22. No Third Party Beneficiary. This Sublease is intended to
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confer benefits on Sublessee, Sublessor and their respective successors and
permitted assigns only, and is not intended to result in any rights or benefits
to any third party, including without limitation, any Master Lessor. Nothing
contained in this Sublease shall be construed to create privity of estate or of
contract between Sublessee and any Master Lessor.
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23. Effectiveness. This Sublease shall be binding against
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Sublessor and Sublessee effective as of the Effective Date hereof. Sublessor
agrees to seek the consent of the Master Lessors to this Sublease were
required to do so by the terms of particular Master Leases. In the event
that subsequent to the Effective Date Sublessor delivers written notice to
Sublessee that Sublessor has been unable to obtain the consent of one or more
Master Lessors to this Sublease, this Sublease shall be null and void as to
the corresponding Spaces, and neither party shall have any obligation to the
other hereunder with respect to such Spaces, except that Sublessee shall
vacate and surrender such Spaces to Sublessor in the same condition delivered
to Sublessee, ordinary wear and tear excepted. Notwithstanding the
foregoing, Sublessor shall permit Sublessee to negotiate with any Master
Lessor regarding any changes to the form of consent agreement required by
such Master Lessor, provided such provisions do not modify or impair any
rights or duties of Sublessor under the applicable Master Lease or this
Sublease.
The effectiveness of this Sublease shall be further conditioned,
at Sublessee's option, on Sublessee's receipt from each Master Lessor,
concurrently with such Master Lessor's consent to this Sublease, of (i) an
estoppel letter verifying that the Lease provided separately by Sublessor to
Sublessee and identified by Sublessor as the Master Lease in effect with
respect to such Master Lessor is a true and complete copy of the applicable
Master Lease, and that no default has occurred and is continuing on the part
of Sublessor thereunder.
IN WITNESS WHEREOF, the parties have entered into this Agreement
as of the day and year first above written.
SUBLESSOR:
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Matthew P. McCauley
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Name: Matthew P. McCauley
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Title: Vice President
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SUBLESSEE:
GENERAL AMERICAN INVESTMENT MANAGEMENT COMPANY
By: /s/ Leonard M. Rubenstein
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Name: Leonard M. Rubenstein
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Title: Chief Executive Officer
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EXHIBIT A TO SUBLEASE
CONNING ASSET MANAGEMENT COMPANY
REAL ESTATE FIELD OFFICE LEASE SUMMARY
SUB-LEASES
FIELD OFFICE ANNUAL RENT SQUARE FEET LEASE EXPIRATION
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ATLANTA INVESTMENT OFFICE $25,688 1,352 Feb. 28, 2002
The Day Building, Suite 185
4725 Peachtree Corners Circle
Norcross, GA 30092
CHICAGO INVESTMENT OFFICE $20,200 1,437 March 31, 1999
300 Park Blvd., Suite 290
Itasca, IL 60143
DALLAS REAL ESTATE OFFICE $25,568 1,598 Oct. 31, 2000
One Lincoln Centre, Suite 945
5400 LBJ Freeway
Dallas, TX 75240
NORTHERN PACIFIC INVESTMENT $24,402 1,162 Sept. 14, 2000
3000 Executive Parkway, Sutie 212
San Ramon, CA 94583
ORLANDO INVESTMENT OFFICE $27,602 1,492 Dec. 31, 1998
Landmark Center I, Station 275
315 East Robinson Street
Orlando, FL 32801
SOUTHERN CALIFORNIA (CBC) (IP-519) $17,102 1,296 Month-to-Month
Corporate Business Center (IP-531) $8,640 1,440 (storage) M-T-M
25884 Business Center Dr., Suite A
Redlands, CA 92374
WASHINGTON D.C. INVESTMENT $22,915 1,540 Sept. 30, 1999
950 Herndon Parkway, Suite 240
Herndon, VA 20170-5531