EXHIBIT 10.8
SUBLEASE AGREEMENT
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THIS SUBLEASE AGREEMENT (the "Sublease") is made as of this 26th day
of July 1999, between United Payors and United Providers, Inc., a Delaware
corporation ("Sublessor"), and HealthExtras, LLC, a Delaware limited liability
company ("Sublessee"), with reference to the following recitals of fact.
R E C I T A L S :
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A. WHEREAS, Sublessor is the tenant under that certain Assignment of
Lease and Second Amendment to Lease (the "Master Lease") dated as of April 4,
1997 by and between PRUBETA 2, as lessor (the "Lessor"), and Sublessor, as
tenant, for the lease of that certain real and personal property, located at
0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, more particularly described
in said Master Lease (the "Subleased Premises"), including those certain
premises (the "Additional Space") consisting of approximately 2,473 square feet
of rentable area on the seventh (7th) floor of the building.
B. WHEREAS, Sublessor has entered into an administrative services
contract with Sublessee, which terms include the use of office space.
C. WHEREAS, Sublessor desires to sublease to Sublessee, and
Sublessee desires to sublease from Sublessor, the Additional Space on the terms
and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
A G R E E M E N T :
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1. Premises; Term. Sublessor does hereby sublease to Sublessee the
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Additional Space, at the rental and upon the terms and conditions herein stated,
for a term commencing on the date hereof and ending February 28, 2001.
2. Master Lease. Sublessor hereby represents and warrants that the
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form of lease attached hereto as Exhibit A is a true and complete copy of the
Master Lease and that there are no oral or written modifications or amendments
thereto not attached hereto as part of Exhibit A. Sublessor further represents
and warrants that there is no uncured default by Sublessor (or, to the best of
Sublessor's knowledge, by Master Lessor) outstanding under the Master Lease and
Sublessor is entitled to all the rights and benefits provided for in the Master
Lease.
3. Rent; Renewal. Sublessee does hereby agree to pay to Sublessor
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rent for the Subleased Premises in the full amount and subject to all other
terms and conditions as Sublessor is obligated to pay to the Lessor under the
Master Lease.
4. Master Lease. This Sublease is subject to all of the terms and
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provisions of the Master Lease and Sublessee agrees to be bound thereby. Except
as otherwise provided herein, the terms and provisions of the Master Lease are
hereby incorporated by reference, provided that wherever the words "Lessor" or
"Landlord" (hereinafter referred to as "Lessor") appear in the Master Lease, the
words shall be deemed to refer to Sublessor, and wherever the words "Lessee" or
"New Tenant" (hereinafter, referred to as "Lessee") appear in the Master Lease,
the words shall be deemed to refer to Sublessee. Except as otherwise provided
herein, all of the rights and obligations contained in the Master Lease
conferred and imposed upon the Lessee thereunder are hereby conferred and
imposed upon Sublessee with respect to the Subleased Premises and all of the
rights and remedies conferred upon the Lessor are hereby conferred upon
Sublessor. Sublessee acknowledges receipt of a copy of the Master Lease in the
form attached hereto as Exhibit A and agrees that during the term of this
Sublease, Sublessee will not violate any of the terms and conditions of the
Master Lease. In the event Sublessee receives notice of Sublessor's breach of
the Master Lease, Sublessee shall have the right, but not the obligation, to
cure such breach. Sublessee's right to cure shall include, without limitation,
Sublessee's right to make any payment required under the Master Lease directly
to the Master Lessor and to deduct such payment from Sublessee's obligation
under this Sublease.
5. Quiet Enjoyment. Upon Sublessee's faithfully performing the
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terms, conditions and covenants hereof, Sublessee may quietly and peaceably
enjoy the Subleased Premises during the term hereof.
6. Indemnification. Sublessor agrees to indemnify, defend and save
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Sublessee harmless from any and all liability, damage, expense, cause of action,
suits, claims or judgments, including, without limitation reasonable attorneys'
fees and expenses arising out of or relating to (i) Sublessor's breach of the
Master Lease or occupation of the premises prior to the date hereof and (ii)
arising out of or relating to Sublessor's breach of any provision contained in
this Sublease. Sublessee agrees to indemnify Sublessee from any and all
expenses associated with any damage to the Subleased Premises which is caused by
the wilful action or gross negligence of any employee of Sublessee; provided,
however, that the amount of any indemnification to be afforded by Sublessee
under this Section 6 shall be limited to the amount of any deductible applicable
under an insurance policy covering such damage.
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7. Notices. All notices shall be given in writing by registered or
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certified mail, postage prepaid, or by Federal Express or similar courier to the
parties as follows:
To Sublessor:
United Payors & United Providers, Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Co-Chief Executive Officer
To Sublessee:
HealthExtras, LLC
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Chief Executive Officer
Notices shall be deemed given on the earlier of: (a) receipt, if delivered by
Federal Express or other courier to the addressee or an officer of the
addressee, or (b) forty-eight (48) hours following deposit in the United States
mail, postage prepaid, registered or certified mail, return receipt requested.
Any party may change the address to which such notices shall be given by written
notice to the other party or provided herein.
8. Remedies Cumulative. No remedy herein conferred upon or reserved
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to Sublessor or to Sublessee is intended to be exclusive of any other remedy
herein or by law provided, but each shall be cumulative and shall be in addition
to every other remedy given hereunder now or hereinafter existing at law or in
equity or by statute.
9. Miscellaneous. This Sublease shall not be modified, changed or
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altered in any respect except by a writing executed and delivered by the parties
hereto. All covenants, agreements and conditions shall apply to and bind and
inure to the benefit of the successors and/or assigns of Sublessor and
Sublessee. As used herein, the singular includes the plural and one gender
includes the other gender. The paragraph headings of this Sublease are inserted
only for reference and in no way define, limit, or describe the scope or intent
of this Sublease nor affect its terms or provisions.
10. Attorneys' Fees. If either party brings an action to enforce the
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terms hereof or declare rights hereunder, the prevailing party in any such
action, on trial or appeal, shall be entitled to recover their reasonable
attorneys' fees and expenses.
11. Amendment and Waiver. This Sublease may be amended, modified,
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supplemented or changed in whole or in part only by an agreement in writing
making specific
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reference to this Sublease and executed by each of the parties hereto.
Compliance with any of the terms and conditions of this Sublease may be waived
in whole or in part, but only by an agreement in writing making express
reference to this Sublease and executed by the party that is entitled to the
benefit thereof, and no such waiver shall be deemed a waiver of any subsequent
breach or default of the same or similar nature except as stated expressly
therein. All remedies stated in this Sublease shall be cumulative to every other
remedy provided herein or at law or equity, except as expressly provided
otherwise in this Sublease.
12. Governing Law. This Sublease and all questions relating to its
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validity, interpretation, performance and enforcement shall be governed by and
construed, interpreted and enforced in accordance with the laws of the State of
Maryland.
13. Counterparts. This Sublease may be executed in counterparts,
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each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
14. Binding on Successors. This Agreement shall be binding upon and
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inure to the benefit of Sublessee and Sublessor and their successors and
permitted assigns.
15. As modified hereby, the Lease continues in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease as
of the day and year first above written.
SUBLESSEE: SUBLESSOR:
HEALTHEXTRAS, LLC UNITED PAYORS & UNITED PROVIDERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ S. Xxxxxx Xxxxx
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Title: Chief Financial Officer Title: Chief Financial Officer
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