EXHIBIT 10.13
SUBLEASE
This Sublease is by and between ASYMETRIX CORPORATION ("Landlord") and ASX
CORPORATION ("Tenant"). Landlord, as tenant, entered into a lease dated May 24,
1991, and amended pursuant to a First Amendment to Lease dated April 16, 1992, a
Second Amendment to Lease dated May 20, 1992, a Third Amendment to Lease dated
September 29, 1992, a Fourth Amendment to Lease dated August 27, 1993, a Fifth
Amendment to Lease dated April 29, 1995, a Sixth Amendment of Lease dated
January 26, 1996, and a Seventh Amendment of Lease dated March 31, 1996
(collectively the "Prime Lease"), with ▇▇▇▇ ▇▇▇▇▇▇ REALTY INCOME PARTNERSHIP II,
L.P. as landlord ("Prime Landlord"), leasing certain space on the Fourth Floor
of the building (the "Building") at ▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇. The Building is located on the real property described on Exhibit A.
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The parties hereto have agreed that Landlord shall sublet approximately 6,350
square feet of such space to Tenant. The parties agree as follows:
1. Premises. Landlord hereby leases to Tenant the six thousand three hundred
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fifty (6,350) square feet, more or less, of the space on the fourth floor of
the Building ("Premises") which is identified on Exhibit B attached hereto
and made a part hereof. The costs and expenses of improvements required to
configure the Premises as identified on Exhibit B shall be borne by Tenant.
2. Parking Spaces. Landlord hereby assigns to Tenant for the term of this
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Sublease, Landlord's right to lease from Prime Landlord, at the rates
determined in accordance with the Prime Lease, eighteen (18) parking spaces
(the "Parking Spaces") within the parking garage in the Building.
3. Term and Possession. The term of this Sublease shall commence on October 7,
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1996 and shall terminate upon the termination of the Prime Lease. Landlord
shall deliver possession of the Premises on such date, together with all
rights to use common areas and Parking Spaces as provided to Landlord under
the Prime Lease. Tenant accepts the Premises as being in good, sanitary
order, condition and repair. Tenant shall, upon expiration or termination of
this Sublease, surrender the Premises to Landlord in the same condition as
when received, excepting ordinary wear and tear, damage by fire, earthquake,
act of God, or the elements, special improvements unique to Tenant's business
and/or operations made by Tenant or on Tenant's behalf, and improvements made
to configure the Premises as identified on Exhibit B. Landlord covenants and
agrees that if Tenant performs all of the covenants and on Tenant's part to
be observed and performed under this Sublease, Tenant shall and peaceably
quietly have, hold and enjoy the Premises.
4. Rent. Tenant shall pay directly to Prime Landlord in accordance with the
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terms of the Prime Lease rent at the rate of TWENTY DOLLARS ($20.00) per
square foot per annum, plus The Additional Rent mentioned in paragraph 7
below, plus any amounts due under the Prime Lease in consideration of the
Parking Spaces. Tenant shall pay the rent and Additional Rent and amounts due
in consideration of the Parking Spaces in the manner provided for hereunder
in
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monthly installments in accordance with the Prime Lease. It is hereby agreed
between Landlord and Tenant that no security deposit will be required.
5. Use. The Premises shall be used for the conduct of Tenant's business
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activities and for no other purpose.
6. Assignment. Tenant shall not assign this Sublease nor sublet the Premises in
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whole or in part and shall not permit Tenant's interest in this Sublease to
be vested in any third party by operation of law or otherwise without the
prior written consent of Landlord and, if required, Prime Landlord.
7. Additional Charges. If Landlord shall be charged for Additional Rent (as
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defined in the Prime Lease) or other sums pursuant to the provisions of the
Prime Lease, including without limitation Article 9 thereof, Tenant shall be
liable a pro rated portion of such costs equal to the ratio that the square
footage of the space being subleased hereunder bears to the square footage of
all space then being leased by Landlord pursuant to this Sublease.
Notwithstanding the foregoing, if any such rent or sums shall be directly
allocable to the space being subleased hereunder or Tenants use thereof, or
due to additional use by Tenant of electrical current in excess of Tenant's
proportionate part of additional use in the Premises demised under the Prime
Lease, then such excess shall be paid in its entirety by Tenant.
Notwithstanding the foregoing, Tenant shall not be liable for such Additional
Rent or other sums charged pursuant to the provisions of the Prime Lease
which are directly allocable to space other than the Premises, due to any
special services ordered by a party other than Tenant, or due to any
additional use by a party other than Tenant of electrical current or other
utilities. If Tenant shall procure any additional services from the Building,
such as alterations or after-hour air conditioning, Tenant shall pay for such
services at the rates charged therefor by the Prime Landlord and shall make
such payment directly to the Prime Landlord. Any rent or other sums payable
by Tenant under this paragraph 7 shall be additional rent and collectable as
such. If Landlord receives reimbursement or credit for overpayment of
Additional Rent or charges applicable to the Premises and paid by Tenant,
Landlord shall reimburse Tenant the portion of such reimbursement or credit
applicable to the Premises and paid by Tenant.
8. Prime Lease. This Sublease is subject and subordinate to the Prime Lease.
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Except as may be inconsistent with the terms hereof, all the terms, covenants
and conditions in the Prime Lease shall be applicable to this Sublease with
the same force and effect as if Landlord were the landlord under the Prime
Lease and Tenant were the tenant thereunder and in case of any breach hereof
by Tenant, Landlord shall have all the rights against Tenant as would be
available to the landlord against the tenant under the Prime Lease if such
breach were by the tenant thereunder. Landlord warrants and represents that
all consents required under the Prime Lease to enter into this Sublease have
been obtained. Landlord warrants and represents to Tenant that the Prime
Lease as described herein is the full and complete agreement between the
Prime Landlord and Landlord pertaining tot he Premises, that there are no
further amendments or modifications not referenced, and that, to the
knowledge of Landlord, there is no default or event of default under the
Prime Lease nor any event or occurrence which, with the passage
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of time, the giving of notice or both, would ripen into a default or an event
of default thereunder.
9. Limitation. Notwithstanding anything herein contained, the only services or
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rights to which Tenant is entitled hereunder are those to which Landlord is
entitled under the Prime Lease, and for all such services and rights Tenant
will look to the Prime Landlord.
10. Indemnity. Tenant shall neither do nor permit anything to be done which
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would cause the Prime Lease to be terminated or forfeited by reason of any
right of termination or forfeiture reserved or vested in the Prime Landlord,
and Tenant shall indemnify and hold Landlord harmless from and against all
claims of any kind whatsoever by reason of any breach or default of the
Prime Lease on the part of Tenant.
11. Representation. Tenant represents that it has read and is familiar with the
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terms of the Prime Lease.
12. Entire Agreement. All prior understandings and agreements between the
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parties are merged within this Sublease, which alone fully and completely
sets forth the understanding of the parties and this Sublease may not be
changed or terminated orally or in any manner other than by an agreement in
writing and signed by the party against whom enforcement of the charge or
termination is sought.
13. Notices. Any notice or demand which either party may or must give to the
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other hereunder shall be in writing and delivered personally or sent by
registered mail addressed, if to Landlord, as follows:
Asymetrix Corporation
▇▇▇-▇▇▇▇▇ ▇▇▇ ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇, General Counsel
and if to Tenant, as follows:
ASX Corporation
▇▇▇-▇▇▇▇▇ ▇▇▇ ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attn: President
Either party may, by notice in writing, direct that future notices or
demands be sent to a different address. Tenant agrees to provide promptly to
Landlord copies of any notices received from the Prime Landlord or otherwise
relating to the Prime Lease, and Landlord agrees to provide any of the
foregoing to Tenant if they relate to or affect the Premises.
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14. Successors and Assigns. The covenants and agreements herein contained shall
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bind and inure to the benefit of Landlord, Tenant, and their respective
executors, administrators, successors and assigns.
15. Modifications and Termination. Landlord reserves the right to terminate
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or make modifications to the Prime Lease subject to the terms of this
Section. Landlord shall make no change or modification to the Prime Lease
that affects Tenant's rights under this Sublease or to the use and enjoyment
of the Premises, including without limitation the termination of the Prime
Lease, except with 180 days prior notice to Tenant. Either party may
terminate this Sublease upon 180 days notice to the other party.
Exhibits:
Exhibit A: Legal Description
Exhibit B: Floor Plan of Sublet Space
Dated this 7/th/ day of October, 1995.
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LANDLORD: Asymetrix Corporation
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
___________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President, Finance and Administration
TENANT: ASX CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
_____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
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EXHIBIT A
LEGAL DESCRIPTION
That portion of the Southwest quarter of the Northeast quarter of Section 32,
Township 25 North, Range 5 East, ▇.▇., in ▇▇▇▇ County, Washington, described as
follows:
Beginning at the intersection of the East margin of 110th Avenue Northeast, as
now established with a line parallel to and 277.5 feet North of, when measured
at right angles to the East-West centerline of said Section 32; thence Easterly
along said parallel line to a point in line parallel to and 476.8 feet West of,
when measured at right angles, to the East line of said subdivision; thence
Northerly along said parallel line to a point in a line parallel to and 577.5
feet North of, when measured at right angles to, the said center line of said
Section; thence Westerly along said parallel line, 14.09 feet to a point in a
line parallel to and 162.00 feet West of, when measured at right angles to, the
East line of the West three quarters of the South half of said subdivision;
thence Northerly along said parallel line to the South margin of Northeast
Second Street as now established; thence Westerly along said South margin of
Northeast Second Street as to the said East margin of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
thence Southerly along said East margin to the point of beginning.
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is
the person who appeared before me, and acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as the Vice President of Finance and Administration of ASYMETRIX
CORPORATION, to be the free and voluntary act of such corporation for the uses
and purposes mentioned in the instrument.
Dated this 7/th/ day of October 1996.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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(Signature of Notary)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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(Legibly Print or Stamp Name of Notary)
Notary public in and for the state of Washington,
residing at Woodinville, Washington
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My appointment expires 9/9/97
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ is
the person who appeared before me, and acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as the President of ASX CORPORATION, to be the free and
voluntary act of such corporation for the uses and purposes mentioned in the
instrument.
Dated this 7/th/ day of October, 1996.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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(Signature of Notary)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
(Legibly Print or Stamp Name of Notary)
Notary public in and for the state of Washington,
residing at Woodinville, Washington
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My appointment expires 9/9/97
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