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EXHIBIT 10.9
SUBLEASE AGREEMENT
The parties agree as follows:
DATE OF THIS SUBLEASE:
September 1, 1999
PARTIES TO THIS SUBLEASE:
Overtenant: THE MACMANUS GROUP, INC.
Address for notices: 1675 Broadway, New York, New York 10019
You, the Undertenant: BLUE MARBLE ADVANCED COMMUNICATIONS GROUP LTD.
Address for notices: 1675 Broadway, New York, New York 10019
If there are more than one Overtenant or Undertenant, the words "Overtenant"
and "Undertenant" used in this Sublease include them.
INFORMATION FROM OVER-LEASE:
Landlord: EOP WORLDWIDE PLAZA, L.L.C., successor-in-interest to New York
Communications Associates, L.P.
Address for notices: 540 Madison Avenue, New York, New York 10022
Overtenant: THE MACMANUS GROUP, INC., successor-in-interest to D'Arcy Masius
Benton & Bowles, Inc.
Address for notices: 1675 Broadway, New York, New York 10019
Date of Over-Lease: As of October 16, 1996
Term: from: October 16 1999 to: January 31, 2010
A copy of the Over-Lease is attached as an important part of the Sublease.
TERM:
1. ___________ years; ___________ months; Beginning: As of September 1, 1999
ending: March 31, 2001
PREMISES RENTED:
2. 19,272 usable square feet on the thirty-third (33rd) floor at Worldwide
Plaza Building, 825 Eight Avenue, New York, New York.
USE OF PREMISES:
3. The premises may be used for in accordance with the terms of the Overlease
only.
RENT:
4. The yearly rent is $1,252,680.00. You, the Undertenant, will pay this
yearly rent to Over-tenant in twelve equal monthly payments of $104,390.00.
Payments shall be paid in advance on the first day of each month during the
Term.
SECURITY:
AGREEMENT TO LEASE AND PAY RENT:
6. Overtenant sublets the premises to you, the Undertenant, for the Term.
Overtenant states that it has the authority to do so. You, the Undertenant,
agree to pay the Rent and other charges as required in the Sublease. You,
the Undertenant, agree to do everything required of you in the Sublease.
NOTICES:
7. All notices in the Sublease shall be sent by certified mail, "return
receipt requested".
SUBJECT TO:
8. The Sublease is subject to the Over-Lease. It is also subject to any
agreement to which the Over-Lease is subject. You, the Undertenant, state
that you have read and initialed the Over-Lease and will not violate it in
any way.
OVERTENANT'S DUTIES:
9. The Over-Lease describes the Landlord's duties. The Overtenant is not
obligated to perform the Landlord's duties. If the Landlord fails to
perform, you, the Undertenant, must send the Overtenant a notice. Upon
receipt of the notice, the Overtenant shall then promptly notify the
Landlord and demand that the Over-Lease agreements be carried out. The
Overtenant shall continue the demands until the Landlord performs.
CONSENT:
10. If the Landlord's consent to the Sublease is required, this consent must be
received within ___ days from the date of this Sublease. If the Landlord's
consent is not received within this time, the Sublease will be void. In
such event all parties are automatically released and all payments shall be
refunded to you, the Undertenant.
ADOPTING THE OVER-LEASE AND EXCEPTIONS:
11.
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NO AUTHORITY: 12. You, the Undertenant, have no authority to contact
or make any agreement with the Landlord about the
premises or the Over-Lease. You, the Undertenant,
may not pay rent or other charges to the Landlord,
but only to the Overtenant.
SUCCESSORS: 13. Unless otherwise stated, the Sublease is binding on
all parties who lawfully succeed to the rights or
take the place of the Overtenant or you, the
Undertenant. Examples are an assign, heir, or a
legal representative such as an executor of your
will or administrator of your estate.
CHANGES: 14. This sublease can be changed only by an agreement
in writing signed by the parties to the Sublease.
SIGNATURES: OVERTENANT:
THE MACMANUS GROUP, INC.
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By: /s/ DAVID WINCLECHTER
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You, the UNDERTENANT:
BLUE MARBLE ADVANCED
Witness: COMMUNICATIONS GROUP, LTD.
By: /s/ DAVID WINCLECHTER
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STATE OF COUNTY OF ss:
On 19 before me personally appeared
to me known and known to me to be the individual(s) described in and who
executed the foregoing Sublease, and duly acknowledged to me that he executed
the same.
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GUARANTY OF PAYMENT WHICH IS PART OF THE SUBLEASE
DATE OF GUARANTY: 19
GUARANTOR
AND ADDRESS:
REASON FOR 1. I know that the Overtenant would not rent the
GUARANTY: premises to the Undertenant unless I guarantee
Undertenant's performance. I have also requested
the Overtenant to enter into the Sublease with the
Undertenant. I have a substantial interest in
making sure that the Overtenant rents the premises
to the Undertenant.
GUARANTY: 2. The following is my Guaranty:
I guaranty the full performance of the Sublease by
the Undertenant. This Guaranty is absolute and
without any condition. It includes, but is not
limited to, the payment of rent and other money
charges.
In addition, I agree to these other terms:
CHANGES IN 3. This Guaranty will not be affected by any change
SUBLEASE HAVE in the Sublease, whatsoever. This includes, but is
NO EFFECT: not limited to, any extension of time or renewals.
The Guaranty will be binding even if I am not a
party to these changes.
WAIVER OF NOTICE: 4. I do not have to be informed about any failure of
performance by Undertenant. I waive notice of
nonpayment or nonperformance
PERFORMANCE: 5. If the Undertenant fails to perform under the
Sublease, the Overtenant may require me to perform
without first demanding that the Undertenant
perform.
WAIVER OF JURY TRIAL: 6. I give up my right to trial by jury in any claim
related to the Sublease or this Guaranty.
CHANGES: 7. This Guaranty of payment and performance can be
changed only by written agreement signed by all
parties to the Sublease an Guaranty.
SIGNATURES: GUARANTOR:
WITNESS:
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RIDER TO SUBLEASE AGREEMENT DATED
AS OF SEPTEMBER 1, 1999, BETWEEN
THE MACMANUS GROUP, INC., AS OVERTENANT
AND
BLUE MARBLE ADVANCED COMMUNICATIONS GROUP LTD.,
AS UNDERTENANT
15. Undertenant shall be entitled to receive all services to be rendered
to the premises pursuant to the terms of the Overlease. Overtenant shall
cooperate with Undertenant, at no cost to Overtenant, in seeking to obtain the
performance of Landlord to provide any such services.
16. During the term of this Sublease, Undertenant will continue to have
use of the furniture and fixtures currently located in the premises as of the
date hereof, at no additional cost to Undertenant (but excluding any such
furniture and fixtures which is specifically being sublet to Undertenant
pursuant a separate equipment sublease agreement with The MacManus Group). Upon
the termination of the term of the Sublease, such furniture and fixtures will be
returned to Overtenant, in their current condition, ordinary wear and tear
excepted.
17. The use of the telephone equipment shall cost $3,903.00 per month,
which represents the monthly depreciation expense to Overtenant, and which cost
is included in the rent set forth in Article 4 of this Sublease. Undertenant may
discontinue the telephone equipment on not less than 30 days prior written
notice to Overtenant, and receive a credit of $3,903.00 per month against the
rent for each month after its use of the telephone equipment has been
discontinued.
18. Undertenant shall pay to Overtenant, as additional rent, 100% of
all amounts payable by Overtenant to Landlord for overtime services rendered to
the premises
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by the Landlord which have been specifically requested by Undertenant, such as
for overtime A/C, additional cleaning services and the like.
19. Undertenant acknowledges that it has inspected the Premises and
accepts such possession of the Premises in its "as is" condition.
20. Undertenant shall not assign this Sublease or subsublet the Premises
except with Overtenant's consent, which may be arbitrarily granted or withheld
in Overtenant's sole discretion, and the Landlord's consent if and when required
pursuant to the terms of the Lease.
21. Undertenant, at its sole cost and expense, shall maintain such
insurance as required of Tenant pursuant to the Overlease.
22. On the date upon which the term hereof shall expire, by lapse of
time or otherwise, Undertenant, at Undertenant's sole cost and expense, shall
quit and surrender the Premises to Overtenant in the same good order and
condition as Overtenant is delivering it to Undertenant.
23. Overtenant and Undertenant represent that it did not deal with a
broker in connection with this Sublease.
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24. Overtenant shall reimburse Undertenant an aggregate amount not to
exceed Twenty Thousand ($20,000.00) Dollars for any permanent improvements to
the Premises made by Undertenant, in accordance with the terms of the Lease,
during the term of this Sublease, within twenty (20) days after Undertenant has
furnished Overtenant with receipted invoices for such improvements. Such
improvements shall not include furniture and furnishings, or communications or
other equipment.
25. This Sublease shall be binding upon the parties hereto and their
respective successors and assigns.
OVERTENANT:
THE MACMANUS GROUP, INC.
By: /s/ DAVID WINCLECHTER
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UNDERTENANT:
BLUE MARBLE ADVANCED
COMMUNICATIONS GROUP, LTD.
By: /s/ DAVID WINCLECHTER
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