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EXHIBIT 10.7
SUBLEASE
1. PARTIES
This Sublease is entered into by and between DURA OPERATING CORP., a
Delaware corporation ("Sub lessor"), and NATIONAL TECH TEAM, INC., a Delaware
corporation ("Sublessee"), as a Sublease under the Master Lease dated June 5,
1996, entered into by Eleven Inkster Associates, predecessor in interest to
Eleven Inkster, L.L.C., a Michigan limited liability company, as lessor ("Master
Landlord"), and Sublessor under this Sublease as lessee; a copy of the Master
Lease is attached hereto as EXHIBIT A. The Premises leased pursuant to the
Master Lease are referred to in this Sublease as the "Premises".
2. PROVISIONS CONSTITUTING SUBLEASE
(a) This Sublease is subject to all of the terms and conditions of the
Master Lease in EXHIBIT A and Sublessee shall assume and perform the obligations
of Sublessor and Lessee in said Master Lease, to the extent said terms and
conditions are applicable to the Premises subleased pursuant to this Sublease.
Sublessee shall not commit or permit to be committed on the Subleased Premises
(hereinafter defined) or Premises any act or omission which shall violate any
term or condition of the Master Lease. In the event of the termination of
Sublessor's interest as Lessee under the Master Lease for any reason, then this
Sublease shall terminate coincidentally therewith without any liability of
Sublessor to Sublessee.
(b) All of the terms and conditions contained in the EXHIBIT A Master
Lease are incorporated herein, except for Sections 4 (Condition of Premises). 23
(Right of First Offer on Contiguous Space), 25 (Right of First Offer to
Purchase) and 26 (Option to Extend), as terms and conditions of this Sublease
(with each reference therein to Lessor and Lessee to be deemed to refer to
Sublessor and Sublessee) and, along with all of the following Sections set out
in this Sublease, shall be the complete terms and conditions of this Sublease;
provided, however, that Sublessee acknowledges that it is the obligation of the
Master Landlord under the Master Lease (and not Sublessor) to maintain the
Premises as described in Section 6 of the Master Lease and to restore the
Premises in the event of fire or other casualty as described in Section 12 of
the Master Lease (provided, however, that Master Landlord shall have no
liability to Sublessee for Master Landlord's failure to perform any of its
obligations under the Master Lease, there being no privity of contact between
Master Landlord and Sublessee). Sublessor shall have the rights of the Landlord
under the Master Lease and Sublessee shall have the obligations and
responsibilities of the Tenant, in each case applicable to the Subleased
Premises under the Lease, and Sublessee takes subject to all of the obligations,
responsibilities and covenants applicable to the Subleased Premises that
Sublessee has expressly assumed as the Tenant under the Lease, and all of the
obligations and responsibilities of the Tenant applicable to the Subleased
Premises under the Lease arising on or after the date hereof Notwithstanding the
foregoing, Sublessor hereby appoints Sublessee as its agent for purposes of
communicating with Master Landlord concerning maintenance and operational issues
with respect to the Subleased Premises and the building of which it is a part.
3. SUBLEASED PREMISES
Sublessor leases to Sublessee arid Sublessee hires from Sublessor the
following described Premises together with the appurtenances related thereto,
situated in the City of Southfield, County of Oakland, State of Michigan: 43,254
square feet of floor area of office space in the Cumberland Tech Center,
Building B, 27335 West Eleven Mile Road, Southfield, Michigan 48034, as depicted
on the space plan attached hereto and incorporated herein by this reference as
Exhibit B ("Subleased Premises").
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4. RENTAL
Sublessee shall pay to Sublessor as rent for the Subleased Premises in
advance on the first day of each calendar month without deduction, offset, prior
notice or demand, in lawful money of the United States, the sum of Forty-two
Thousand Three Hundred Fifty-two and 88/100 Dollars ($42,352.88) per month
beginning on January 1, 2001 (the "Rent Commencement Date"). If the commencement
date is not the first day of the month, or if the Sublease termination date is
not the last day of the month, a prorated monthly installment shall be paid at
the then current rate for the fractional month during which the Sublease
commences and/or terminates. Sublessee's obligation to pay Tenant's Portion of
the Real Estate Taxes and Operating Expenses (as described in Section 8 of the
Master Lease) shall also begin on the Rent Commencement Date. Notwithstanding
the foregoing, Sublessee acknowledges that it is responsible for all janitorial,
electrical and any security expenses beginning on the Term Commencement Date (as
defined in Paragraph 5).
5. TERM
(a) The term of this Sublease shall be for a period of Two Years and
Eleven Months commencing on September 1, 2000 (the "Term Commencement Date"),
and ending on July 31, 2003. In the event Sublessor is unable to deliver
possession of the Subleased Premises on or before September 1, 2000, for each
day delivery is delayed, the Rent Commencement Date shall be adjusted to reflect
such delay.
(b) In the event Sublessor is unable to deliver possession of the
Subleased Premises at the commencement of the term, Sublessor shall not be
liable for any damage caused thereby, nor shall this Sublease be void or
voidable; rent shall in any event be payable beginning on the Rent Commencement
Date and the term hereof shall not be extended by such delay. If Sublessee, with
Sublessor's consent, takes possession prior to the commencement of the term,
Sublessee shall do so subject to all of the covenants and conditions hereto no
rent shall be payable for such period but Sublessee shall pay expenses as
provided in the last sentence of Paragraph 4 hereof.
6. USE
Sublessee shall use the Subleased Premises for office, research and product
development purposes and for no other purpose without the prior written consent
of Sublessor, Master Landlord and the holder of any mortgage on the Premises.
Sublessee's business shall be established and conducted throughout the term
hereof in a first class manner. Sublessee shall not
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use the Subleased Premises for, or carry on, or permit to be carried on, any
offensive, noisy or dangerous trade, business, manufacture or occupation nor
permit any auction sale to be held or conducted on or about the Subleased
Premises. Sublessee shall not do or suffer anything to be done upon the
Subleased Premises which will cause structural injury to the Subleased Premises
or the building of which the Subleased Premises form a part. The Subleased
Premises shall not be overloaded and no machinery, apparatus or other appliance
shall be used or operated in or upon the Subleased Premises which will in any
manner injure, vibrate or shake the Subleased Premises or the building of which
it is a part. No use shall be made of the Subleased Premises which will in any
way impair the efficient operation of the sprinkler system (if any) within the
building containing the Subleased Premises. Sublessee shall not leave the
Subleased Premises unoccupied or vacant during the term. No musical instrument
of any sort, or any noise-making device will be operated or allowed upon the
Subleased Premises for the purpose of attracting trade or otherwise. Sublessee
shall not use or permit the use of the Subleased Premises or any part thereof
for any purpose which will increase the existing rate of insurance upon the
building in which the Subleased Premises are located, or cause a cancellation of
any insurance policy covering the building or any part thereof If any act on the
part of Sublessee or use of the Subleased Premises by Sublessee shall cause,
directly or indirectly, any increase of Sublessor's insurance expense, said
additional expense shall be paid by Sublessee to Sublesssor upon demand.
7. ALTERATIONS
Sublessee shall not make any alterations to the Subleased Premises
without the prior written consent of Master Landlord and Sublessor, which shall
not be unreasonably withheld or delayed, and the prior written consent of the
holder of any mortgage on the Premises. Sublessee acknowledges that it must, at
its expense, remove any alterations and additions installed by Sublessee as
Master Landlord may direct at the end of the Sublease term; repair any damage to
the Premises caused by such removal; and restore the Premises as directed by
Master Landlord to the extent that such repairs are directly attributed and
derived from Sublessee's alterations and the removal thereof.
8. NOTICES
All notices or demands of any kind required or desired to be given by
Sublessor or Sublessee hereunder shall be in writing and shall be deemed
delivered forty-eight (48) hours after depositing the notice or demand in the
United States mail, certified or registered, postage prepaid, addressed to the
Sublessor or Sublessee respectively at the addresses set forth after their
signatures at the end of this Sublease. All rent and other payments due under
this Sublease or the Master Lease shall be made by Sublessee to Sublessor at the
same address.
(SIGNATURES SET FORTH ON FOLLOWING PAGE)
Dated: ________________________, 2000
DURA OPERATING CORP. NATIONAL TECH TEAM, INC.
(SUBLESSOR) (SUBLESSEE)
By:____________________________ By:___________________________
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By:____________________________ By:___________________________
ADDRESS: 2791 Research Drive ADDRESS: 833 Mason
Suite 200
Rochester Hills, MI 48309 Dearborn, MI 48124
TELEPHONE: 248-299-7500 TELEPHONE: 313-277-2277
(If Sublessor or Sublessee is a corporation, the corporate seal must be affixed
and the authorized officers must sign on behalf of the corporation. The Sublease
must be executed by the President or a Vice President and the Secretary or
Assistant Secretary unless the Bylaws or a Resolution of the Board of Directors
shall otherwise provide, in which event the Bylaws or a certified copy of the
Resolution, as the case may be, must be furnished.)
This Sublease has been prepared for submission to your attorney who will review
the document and assist you to determine whether your legal rights are
adequately protected. Grubb and Ellis Commercial Brokerage Company is not
authorized to give legal or tax advice; no representation or recommendation is
made by Grubb and Ellis Commercial Brokerage Company or its agents or employees
as to the legal sufficiency, legal effect or tax consequences of this document
or any transaction relating thereto. These are questions for your attorney with
whom you should consult before signing this document.
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CONSENT TO OFFICE BUILDING SUBLEASE
This consent to Office Building Sublease (the "Consent") is entered into this __
day of August, 2000 between ELEVEN INKSTER, L.L.C. ("Landlord"), DURA OPERATING
CORP. ("Tenant"), and NATIONAL TECH TEAM, INC. ("Subtenant").
RECITALS
A. Tenant and Landlord's predecessor in interest previously entered into a
lease dated June 5, 1996 (the "Lease"), which is attached hereto as
EXHIBIT A and incorporated herein, pertaining to 43,254 rentable square
feet of office space in Cumberland Tech Center, Building B, 27335 W.
Eleven Mile Road, Southfield, Michigan (the "Leased Premises").
B. Tenant and Subtenant desire to enter into a sublease agreement (the
"Sublease"), which is attached hereto as EXHIBIT B pursuant to which
Subtenant would sublease the Premises from Tenant for a term commencing
September 1, 2000 and ending on July 31, 2003 (the "Sublease Term").
C. Landlord is willing to consent to the Sublease on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties agree as follows:
1. Nothing contained in the Consent shall be construed to (i) modify, waive,
impair, or affect any of the covenants, agreements, terms, provisions, or
conditions contained in the Lease (except as herein expressly provided),
(ii) waive any breach thereof or any rights of Landlord against any person
or entity liable or responsible for the performance thereof, or (iii)
enlarge or increase Landlord's obligations under the Lease, and all
covenants, agreements, terms, provisions, and conditions of the Lease are
hereby mutually declared to be in full force and effect.
2. Landlord consents to the Sublease to the extent that the Sublease is not
inconsistent with all or any of the terms and conditions of the Lease.
However, in no event shall the Landlord's consent to the Sublease relieve
Tenant from any of Tenant's covenants and agreements wider the Lease.
3. Subtenant represents and warrants to Landlord that Subtenant has received a
copy of, has read, and is familiar with the terms of the Lease. Subtenant
shall neither do nor permit anything to be done, which would cause or
constitute a breach or default under the Lease. Tenant does hereby
unconditionally guarantee to Landlord the performance by Subtenant of all
of its obligations under the Sublease and the payment of all rent and other
sums which may be due pursuant to the terms of the Sublease. Tenant and
Subtenant agree that Landlord may, at its option and in its discretion,
treat a default under the Lease to be a default under the Sublease and a
default under the Sublease to be a default under the Lease.
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4. Tenant and Subtenant agree that the Sublease will not be amended or
modified in any way without receiving the prior written consent of
Landlord.
5. Subtenant agrees that if Tenant is in default under the Lease and Landlord
delivers written notice thereof to Subtenant at the address set forth in
the Sublease, Subtenant shall thereafter make all payments owing under the
Sublease to Landlord, who shall apply such payments against Tenant's
obligations under the Lease. Furthermore, if the Lease terminates prior to
the term of the Sublease or Landlord otherwise exercises its remedies based
upon a default of the Tenant under the Lease, then, at the sole election
and upon the written demand of Landlord the Sublease may continue in full
force and effect, and so long as no default exists under the Lease or
Sublease, Landlord may recognize the Sublease and rights of Subtenant
thereunder and may thereby establish direct privity of estate and contract
between Landlord and Subtenant with the same force and effect as though the
Sublease has been directly made between Landlord and Subtenant; provided,
however, that Landlord shall not be required to respect any amendment to
the Sublease not previously approved by Landlord in writing.
IN WITNESS WHEREOF, the above. parties hereto have signed this agreement on the
date set forth
TENANT: SUBTENANT: LANDLORD:
DURA OPERATING CORP. NATIONAL TECHTEAM, INC. ELEVEN INKSTER, L.L.C.
BY: LEVINE INTERESTS
LIMITED PARTNERSHIP II,
MANAGER
By:__________________ By:____________________ By:____________________
Printed:_____________ Printed:_______________ Printed:_______________
Dated:_______________ Dated:_________________ Dated:_________________
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