Exhibit 10.25
SUBLEASE
THIS SUBLEASE made the 21st day of June, 2001 between:
Rolls-Royce North America, Inc.
("Sub Landlord")
And
WKI Holding Company, Inc. ("Sub-Tenant")
WHEREAS:
1. By a lease made the 13th day of September, 1989, (the "Head Lease") as
amended by the Letter Agreement dated September 20, 1989, by the First
Amendment dated December 15, 1989 and the Side Letter No. 1. dated January
30, 1990, and the Second Amendment dated April 5, 1998 and the Third
Amendment dated October 13, 1998, EOP-Reston Town Center, L.L.C (the
"Landlord") leased to the Sub-Landlord the premises being 22,661 square
feet of net rentable area (the "Premises") being on the 6th floor in the
building known as One Fountain Square, 11911 Freedom Drive, Reston,
Virginia 20190 for a term ending on the 30th day of September, 2009, the
Head Lease Agreement and amendments being attached to and incorporated into
this sublease as Exhibit "A"; and
2. The Sub-Tenant has requested the Sub-Landlord to sublease to it the
Premises, and the Sub-Landlord has agreed to grant a sublease (the
"Sublease") on terms set out in this agreement.
IN CONSIDERATION of the rents reserved and the covenants and agreements
herein, the Sub-Landlord subleases to the Sub-Tenant the Premises on the
terms set out hereinafter.
1. TERM AND RENT
The term of this Sublease shall be for 8 years and 2 months (the "Term").
The Term commences on the 1st day of August, 2001 (the "Commencement Date")
and is completed on the 30th day of September, 2009. Sub-Tenant shall have
access to the space upon payment of the security deposit and upon
Landlord's approval of the Sublease.
Based an the sub-leased premises containing approximately 22,661 square
feet of Rentable Area, the Sub-Tenant shall pay to the Sub-Landlord the
following minimum rent (the "Basic Rent") payable in advance on the first
day of each and every month during the Term, except that rent shall not be
charged for the first month of the Term and thereafter that amount of Basic
Rent due each month shall be as calculated in accordance with the
following:
Year 1 $32.50 full service per square foot per annum, in
equal monthly installments of $61,373.54.
On each lease anniversary, rent shall increase by 4.0% over the previous
year's Annual Base Rent in lieu of any and all escalation factors included
in the Head Lease.
2. BUSINESS TAXES
The Sub-Tenant shall pay all taxes required to be paid by the Tenant under
the Head Lease excepting only those taxes arising in connection with the
annual increases in operating charges (as defined in Section 5.2 of the
Head Lease) which shall be the responsibility of Sub-Landlord.
Sublease Agreement
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June 20, 2001
Page 2 of 5
3. USE OF PREMISES
The Sub-Tenant will use the Premises for no other purpose than for general
office space but subject to all conditions pertaining to Permitted Use in
the Head Lease.
4. SERVICES
Excluding services charged to the Sub-Landlord as operating expenses and
real estate taxes, the Sub-Tenant agrees to pay the cost of all services
used or consumed in or provided to the Promises, including without
limitation telephone and other services not available through the Landlord,
directly to the party supplying such services. Sub-Tenant shall not be
required to pay for any of the services that the Landlord is obligated to
provide under section 14 of the Head Lease unless Sub-Tenant's use of such
services is excessive as defined under section 14 of the Head Lease.
5. SPECIAL CONDITIONS
a) The Sub-Tenant accepts the Premises on an as is basis. Sub-Landlord is
not aware of problems with the Premises except for cosmetic issues
with the carpet, paint and finishes.
b) When the Sub-Tenant vacates the Premises, the Sub-Tenant will be
responsible for leaving the Premises in an equal to current condition,
reasonable wear and tear accepted.
c) Sub-Tenant shall obtain Sub-Landlord's approval prior to performing
any alterations to the demised premises under the same conditions as
defined in the Head Lease.
6. PARKING
Sub-Tenant, at its sole expense, shall have the right to Sub-Landlord's
reserved and unreserved parking allocation (including those identified in
the Head Lease as available for Tenant's exclusive use) in the Building's
parking garage.
7. SIGNAGE
Sub-Tenant shall have the right to use Sub-Landlord's sign allocation in
the Building directory.
8. BUILDING SERVICES
Sub-Tenant shall have twenty-four (24) hour a day, 365 days per year,
access to the premises.
9. THE SUB-TENANT AGREES:
a) Assigning and Subletting
Not to assign this Sublease nor the Premises nor any part thereof
(including an assignment by operation of law), nor sublet, encumber or
otherwise transfer in any way whatsoever, this Sublease or the Premises,
nor part with or share possession of the Premises or any part of them with
any person, unless the Sub-Landlord's and Landlord's written consent is
first obtained in accordance with the provisions of the Head Lease;
provided, however, notwithstanding such consent, the Sub-Tenant shall not
be released from performing any of the terms, covenants, and conditions
contained in this Sublease.
Sublease Agreement
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June 20, 2001
Page 3 of 5
b) Entry by Sub-Landlord
To permit the Sub-Landlord or, its servants or agents to enter the Premises
upon 48 hours notice, except in an emergency, for the purpose of inspecting
the Premises and of doing any work or undertaking any matter necessary to
render full and complete compliance with all the Tenant's obligations under
the Head Lease including, but not limited to, making repairs, and the
Sub-Tenant is not entitled to compensation for any inconvenience, nuisance
or discomfort occasioned thereby. Landlord's access rights shall be as
defined in the section 23.10 of the Head Lease.
c) Indemnity
Each party agrees to indemnify, defend and hold harmless the other party,
their respective directors, officers, employees and agents, from and
against any and all liabilities, losses, claims, suits, demands, fines,
expenses, costs, causes of action, penalties or damages of any kind
whatsoever (including attorneys' fees and court costs) including all claims
for personal injury or property damage, arising out of or in any way
connected with the possession, lease or use of the Premises and their
negligent act or omission or the negligent act of omission of their
assignee, sub-tenant, agent, contractor, servant, employee, invitee or
licensee.
10. SUB-LANDLORD COVENANTS
The Sub-Landlord covenants with the Sub-Tenant as follows:
a) Quiet Enjoyment
That provided the Sub-Tenant pays the rent and any other monies hereby
reserved when due and performs the Sub-Tenant's obligations herein, it
shall peaceably hold the Premises during the Term of the Sublease without
interruption by the Sub-Landlord or any person rightfully claiming through
or in trust for it.
11. APPLICATION OF HEAD LEASE
In consideration of the Landlord's consent to the Sublease Agreement,
Sub-Tenant hereby acknowledges and agrees that it assumes and agrees to
observe, comply with and perform all terms, conditions and covenants in the
Head Lease (except where they are in conflict with this Sublease) and to
perform all obligations of any kind whatsoever, as and when the same are
due to be performed by Sub-landlord pursuant to the terms of the Head Lease
and to be subject to all of the Landlord's rights thereunder, as though
Sub-Tenant was named Sub-Landlord thereunder, during the entire Term of the
Sublease Agreement and all extensions or renewals thereof. Sub-Tenant
hereby further expressly acknowledges and agrees to be subject to the
prohibition against 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 the Lease.
12. SECURITY DEPOSITS
The Sub-Tenant shall pay to the Sub-Landlord the sum of $100,000.00 as a
Security Deposit upon Sublease execution. The Security Deposit shall be
held in an interest bearing account. Such interest is payable to the
Sub-Tenant quarterly. In the event that the Sub-Tenant violates any of the
financial covenants contained in its Amended and Restated Credit Agreement
dated as of April 12, 2001. Sub-Tenant shall promptly notify Sub-Landlord
in writing of this event and pay to Sub-Landlord an additional $100,000
within five (5) business days of such notice to Sub-Landlord to increase
the total amount held as a Security Deposit
Sublease Agreement
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June 20, 2001
Page 4 of 5
to $200,000. Sub-landlord shall have the right to review Sub-Tenant's
financials on a quarterly basis for the first two years of the Sublease
term. Sub-Land shall have the right to review Sub-Tenants financials every
six months during years three and four and annually thereafter for each
remaining year of the Sublease term.
13. Events of Default and Remedies
The Sub-Tenant shall adhere to and be bound by the Default provisions and
the Sub-Landlord shall have the Default remedies as outlined in the Head
Lease.
14. BROKERS
Sub -Landlord and Sub-Tenant hereby represent and warrant to the other that
neither of them has employed of dealt with any broker other than Julien J.
Studley, Inc. and Jones, Lang, LaSalle, Inc. In connection with this
Sublease for the subleased Premises. Any and all commissions owed as a
result of this Sublease shall be paid by the Sub-Landlord or by
Sub-Landlord's agent.
15. NOTICE
All notices, demands, requests or other instruments ("Notices") which may
be or are requiring to be given under the Sublease shall be in writing and
shall be delivered in person or sent by prepaid registered mail and
addressed:
If to the Sub-Landlord, at:
Rolls-Royce North America, Inc.
14840 Conference Center Drive
Chantilly, VA 20151
ATTN: Ken Patterson
If to the Sub-Tenant, at,
WKI Holding Company, Inc.
Attention: General Counsel
One Fountain Square
11911 Freedom Drive
Reston, Virginia 20190
Sublease Agreement
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June 20, 2001
Page 5 of 5
IN WITNESS WHEREOF, the undersigned have executed this Agreement on this 31st
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day of July 2001.
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LANDLORD:
EOP-Reston Town Center, L.L.C.
By Signature /s/ Gregory B. Meyer
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Gregory B. Meyer
Title Vice President
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SUB-LANDLORD:
Rolls-Royce North America, Inc.
By Signature /s/
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Title Corporate Financial Controller
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SUB-TENANT:
WKI Holding Company. Inc.
By Signature /s/ Raymond J. Kulia
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Raymond J. Kulia
Title Vice-President
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