EXHIBIT 10(O)
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SUBLEASE
SUBLEASE dated as of November l, l996 between Maritime
Overseas Corporation, a New York corporation, having offices at
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Lessor") and
Overseas Shipholding Group, Inc., a Delaware corporation, having
offices at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx x0000
(the "Lessee").
W I T N E S S E T H :
WHEREAS, the Lessor is the tenant of the entire rentable
portion of twelfth floor (the "Demised Premises") in the office
building located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx x0000, pursuant to the Indenture of Lease dated as of
January 19, 1995 between Lessor as tenant thereunder and the
landlord named therein (the "Overlandlord"); and
WHEREAS, the Lessee wishes to sublet a portion of the
Demised Premises from the Lessor for use as Lessee's executive
offices;
NOW THEREFORE, IT IS HEREBY agreed between the Lessor and
Lessee as follows:
1. SUBLEASED SPACE - The Lessor hereby leases to the
Lessee and the Lessee hires from the Lessor approximately 2,700
square feet of the Demised Premises (the "Subleased Space").
2. TERM - This Sublease shall commence on December 1, 1996
and shall expire on February 28, 2002, unless cancelled or
terminated earlier pursuant to the provisions of this Sublease or
by law. Notwithstanding anything to the contrary contained in
this Sublease, the Lessee shall have the right to cancel this
Lease effective at any time, by giving to the Lessor thirty (30)
days written notice of cancellation.
3. RENT - The Lessee covenants and agrees to pay to the
Lessor commencing on December 1, 1996, and thereafter on the
first day of each month during the term of this Sublease, an
amount equal to 8.4753% of the Fixed Minimum Rent, additional
rent and other payments relating to the Demised Premises as a
whole payable by Lessor to Overlandlord pursuant to the Lease.
There shall be excluded from additional rent under this Sublease
any amounts payable by the Lessor with respect to any
identifiable portion of the Demised Premises that does not
include the Subleased Space. Any amounts payable by the Lessor
to Overlandlord under the Lease relating exclusively to the Sub-
leased Space, shall be paid by Lessee to Lessor as additional
rent under this Sublease.
4. USE OF SUBLEASED SPACE - Lessee shall use and occupy
the Subleased Space for its executive offices.
5. ALTERATIONS - Lessee shall make no alterations in and
to the Subleased Space except in accordance with the terms of the
Lease.
6. COMPLIANCE WITH REGULATIONS - Lessee shall comply
promptly with all laws, ordinances, requirements, and regulations
of the federal, state, county, municipal and other authorities,
the fire insurance underwriters, and any insurance organizations
or associations; except that Lessee shall not be required to make
any alterations to the exterior of the building, or alterations
of a structural nature.
7. LESSOR'S RIGHT TO CURE - If Lessee shall at any time be
in default in the payment of any impositions or other amounts to
be paid by it hereunder, or in the performance of any other act
on its part to be performed hereunder, Lessor, in addition to
invoking any other remedy for such default, may, but shall not be
obligated to, pay any such imposition or other amount or, after
giving Lessee ten days' prior written notice, perform such other
act on the part of Lessee to be performed in such manner and to
such extent as Lessor may deem desirable, and may pay any
expenses incidental thereto. All sums so paid by Lessor shall
constitute additional rent payable on demand. Failure to make
such payments on demand shall constitute a new default by Lessee
and Lessor shall have the same rights and remedies as in the case
of default by Lessee in the payment of an installment of rent.
8. SUBLEASE - This is a sublease. The Lessor's interest
in the premises is as lessee under the Lease. Terms defined in
the Lease shall have the same meanings when used in this
Sublease, unless such terms are redefined herein. Except as
provided in Paragraph 3 hereof, this Sublease is expressly made
subject and subordinate to all the terms and conditions of the
Lease and the Lessee agrees to use the Subleased Space in
accordance with the terms of the Lease and not do or omit to do
anything which will breach any of the terms thereof. The Lessor
agrees to use its best efforts to cause the Overlandlord to
furnish and provide to and for the Subleased Space the services
and equipment to which it is entitled under the Lease. If the
underlying Lease is terminated, this Sublease shall terminate
simultaneously and any unearned rent paid in advance shall be
refunded to the Lessee, provided that such termination is not the
result of a breach by Lessee of the within sublease. The Lessee
agrees to assume the obligation for performance of all of
Lessor's obligations (except for the obligation to pay rent which
shall be governed by this Sublease) under the Lease with respect
to the Subleased Space.
9. QUIET POSSESSION - The Lessor covenants that Lessee,
upon paying the rent as herein reserved and performing all the
covenants and agreements to be performed by the Lessee under this
Sublease and the Lease, may quietly enjoy the premises,
except as herein otherwise provided, and subject, however, to the
terms of the Lease to Lessor, and to the terms of any mortgages
which may now or hereafter affect the premises.
10. NO ASSIGNMENT, ETC. - The Lessee shall not assign,
mortgage or encumber this lease, nor sublet or permit the
Subleased Space or any part thereof to be used by others, without
the prior written consent of the Lessor in each instance.
11. NO WAIVER - The failure of Lessor to seek redress for
violation of, or to insist upon the strict performance of, any
covenant, agreement, term, provision or condition of this
Sublease, or any of the rules and regulations, shall not
constitute a waiver thereof and Lessor shall have all remedies
provided herein and by applicable law with respect to any
subsequent act, which would have originally constituted a
violation. The receipt by Lessor of rent with knowledge of the
breach of any covenant, agreement, term, provision or condition
of this Sublease shall not be deemed a waiver of such breach. No
provision of this Sublease shall be deemed to have been waived by
Lessor, unless such waiver be in writing signed by Lessor. No
payment by Lessee or receipt by Lessor of a lesser amount than
the monthly percentage of Fixed Minimum Rent herein stipulated
shall be deemed to be other than on account of such percentage of
Fixed Minimum Rent or additional rent or other charge owing by
Lessee, as Lessor shall elect, nor shall any endorsement or
statement on any check or any letter accompanying any check or
payment as rent be deemed binding on Lessor or an accord and
satisfaction, and Lessor may accept such check or payment without
prejudice to Lessor''s right to recover the balance of the
percentage of Fixed Minimum Rent, additional rent or other
charges owing by Lessee, and to pursue each and every remedy in
this Sublease or by law provided. The receipt and retention by
Lessor of Fixed Minimum Rent or additional rent from anyone other
than Lessee shall not be deemed a waiver by Lessor of any breach
by Lessee of any covenant, agreement, term, provision or
condition herein contained, or the acceptance of such other
person as a tenant, or a release of Lessee from the further
performance by Lessee of the covenants, agreements, terms,
provisions and conditions herein contained.
12. ENTIRE AGREEMENT - This Sublease, including all of the
terms and conditions of the Lease to which it is expressly made
subject and subordinate to, contain the entire agreement between
Lessor and Lessee, and any agreement hereafter made between
Lessor and Lessee shall be ineffective to change, modify, waive,
release, discharge, terminate or effect a surrender or
abandonment of this Sublease, in whole or in part, unless such
agreement is in writing and signed by the party against whom
enforcement is sought.
13. NOTICES - Any notice, request or demand permitted or
required to be given by the terms and provisions of this
Sublease, or by any law or ordinance, either by Lessor to Lessee
or by Lessee to Lessor, shall be in writing. Unless otherwise
required by such law or ordinance such notice, request or demand
shall be given, and shall be deemed to have been served and given
by Lessor and received by Lessee, when Lessor shall have
deposited such notice, request or demand by registered or
certified mail enclosed in a securely closed postpaid wrapper, in
a United States Government general or branch post office,
addressed to Lessee at the Subleased Space, Attention:
President. Such notice, request or demand shall be given, and
shall be deemed to have been served and given by Lessee and
received by Lessor, when Lessee shall have deposited such notice,
request or demand by registered or certified mail enclosed in a
securely closed postpaid wrapper in such a post office addressed
to Lessor at its address as stated on the first page of this
Lease, Attention: Treasurer. Either party may, by notice as
aforesaid, designate a different address or addresses for
notices, requests or demands to it.
14. MISCELLANEOUS - If any provision of this Sublease or
the application thereof to any person or circumstance shall be
determined to be invalid or unenforceable, the remaining
provisions of this Sublease or the application of such provision
to persons or circumstances other than those to which it is held
invalid or unenforceable shall not be affected thereby and shall
be valid and enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, each of the Lessor and the Lessee have
caused this Sublease to be executed by its duly authorized
officer as of the day and year first above written.
MARITIME OVERSEAS CORPORATION
By:
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OVERSEAS SHIPHOLDING GROUP, INC.
By: -------------------------
