exv10w41



 






EXHIBIT 10.41




SUBLEASE AGREEMENT



THIS SUBLEASE AGREEMENT (the “Sublease”), effective as of June 2, 2005, is between Schmeltzer,
Aptaker & Shepard P.C., (“Sublandlord”), and GlobalSecure Holdings Ltd. (“Subtenant”).



1. The Sublet Premises. Sublandlord hereby subleases to Subtenant, and Subtenant hereby
subleases from Sublandlord, 3,119 rentable square feet of floor area located in the building at
2600 Virginia Avenue, N.W., Washington, D.C. 20037 which is hereby designated as Suite 1112 (the
“Sublet Premises”) for a term (the “Term”) to commence on July 1, 2005 (the “Commencement Date”)
and to end on June 30, 2009 (the “Expiration Date”). In no event shall the Term of the Sublease
extend beyond the term of the Lease (as hereinafter defined).



2. Lease.




     (a) It is understood that Sublandlord is a sublandlord and grants this Sublease under and by
virtue of its rights under that certain Office Lease dated April 29th, 1988, by and between
Sublandlord, as Tenant thereunder, and TRIZECHAHN WATERGATE OFFICE/RETAIL/LAND LLC, a District of
Columbia limited liability company, as Landlord thereunder (“Landlord”) (said lease agreement and
any and all addenda and amendments thereto being hereinafter collectively referred to herein as the
“Lease”). A copy of said Lease is attached hereto as Exhibit A, and the provisions
thereof, unless excluded in the next sentence hereof, are incorporated herein by reference, and
made a part hereof, with references in the Lease to “Landlord” deemed to mean Sublandlord and
references to “Tenant” deemed to mean Subtenant. Notwithstanding anything herein to the contrary,
Subtenant agrees that this Sublease is subject and subordinate to the Lease and agrees to be bound
to all of the terms and conditions imposed by Landlord on Sublandlord as it relates to the
Subleased Premises.



     Sublandlord will deliver the Sublet Premises in its “as is” condition with all building
systems within the Sublet Premises in good and working order. It is understood that Landlord is
ultimately responsible for providing and maintaining building systems, and that Sublandlord’s
responsibility is limited to taking action against the Landlord under the terms of the Prime Lease.
Upon full execution of this Sublease document and only after Sublandlord receives Landlord’s
written consent, Subtenant shall have access to the Sublet Premises the earlier of, 30 business
days prior to the Sublease Commencement Date or upon Landlord’s consent of the Sublease Document,
for the purpose of preparing the same for occupancy.



     (b) During the Term of this Sublease, Sublandlord shall promptly deliver to Subtenant copies
of any and all notices of default of any kind or nature delivered to or received from Landlord.



     (c) Sublandlord hereby warrants and represents to Subtenant as follows:



          (i) The Lease is in full force and effect and Sublandlord has not received any notice of
default thereunder from Landlord which remains uncured as of the date hereof;




          (ii) The Lease attached hereto as Exhibit A is a true and complete copy of the Lease
and all amendments thereto; and




 









 








          (iii) The current term of the Lease expires on March 31, 2011.




     (d) If the Lease terminates for any reason whatsoever, then this Sublease shall terminate
simultaneously therewith. If the termination of the Lease is not caused by a default of the
Subtenant under this Sublease, then the termination of this Sublease shall be without liability
between Sublandlord and Subtenant, except such liability theretofore accruing; however, if
Subtenant is in default, the default provisions hereof shall control as to Subtenant’s liability.


3. Rent.




     (a) The basic rent upon the commencement of the Sublease (the “Basic Rent”) due hereunder from
Subtenant to Sublandlord shall be One Hundred and Nine Thousand, One Hundred and Sixty Five Dollars
($109,165) per annum, payable in equal monthly installments of Nine Thousand and Ninety Seven
Dollars and Ten Cents ($9,097.08), each such installment being payable in advance on or before the
first day of each calendar month throughout the Term. In the event the Term of the Sublease starts
other than on the first day of a month, the Basic Rent for such partial month shall be prorated and
calculated at a daily rate. On the first anniversary of the Sublease Commencement Date and
continuing on each anniversary thereafter, Subtenant’s Basic Rent shall be increased by four and
one half percent (4.5%) There shall be no other escalations or pass-throughs to Subtenant during
the Sublease Term.



Rent Schedule



July 1, 2005 – June 30, 2006 $35.00 per rsf – $109,165 annually or $9,097.08 monthly



July 1, 2006 – June 30, 2007 $36.58 per rsf – $114,077.42 annually or $9,506.42 monthly



July 1, 2007 – June 30, 2008 $38.23 per rsf – $119,210.90 annually or $9,934.24 monthly



July 1, 2008 – June 30, 2009 $39.95 per rsf – 124,575.39 annually or $10,381.28 monthly




     (b) Basic Rent shall include, and Subtenant shall not be separately responsible for, the
Additional Rent (as defined in Section 3 of the Lease) or other operating expenses or real estate
taxes due under the Lease.



     (c) All rent due and payable by Subtenant under this Sublease shall be made payable to
Sublandlord and shall be delivered to its offices or to such other place as Sublandlord may
designate by written notice to Subtenant. All such rent shall be payable without notice, demand,
deduction, counterclaim or offset. Notwithstanding any provision of this Sublease, Sublandlord
shall continue to pay to Landlord all rent as and when due under the Lease (including, without
limitation, all rent under the Lease for the Sublet Premises).



     (d) Notwithstanding anything herein to the contrary, in the event of a default by Sublandlord
under the Lease, Sublandlord hereby irrevocably authorizes and directs Subtenant to pay to
Landlord, upon demand and notice from Landlord of the right to receive such rent and other amounts,
all of the rent and other amounts payable and hereafter becoming payable under this Sublease.
Subtenant shall rely upon such demand and notice, and Sublandlord shall have no right or claim
against Subtenant for any such rent and other amounts paid to Landlord pursuant



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thereto. In no event shall Landlord be obligated to make such demand for direct payment of
such amounts from Subtenant.




     (e) If Subtenant fails to pay rent hereunder within five (5) days after such rent becomes due
and payable, Subtenant shall pay to Sublandlord a late charge of five percent (5%) of the amount of
such overdue rent. In addition, any such late rent payment shall bear interest from the date such
rent became due and payable to the date of payment thereof by Subtenant at the rate of 5% per
annum.



     (f) Simultaneously with the execution of this Sublease, Subtenant shall deposit with
Sublandlord, in the form of cash, a security deposit in the amount of $9,097.08 (the “Security
Deposit”), which shall be held by Sublandlord without obligation for interest, as security, for the
performance of Subtenant’s obligations and covenants under this Sublease. It is expressly
understood and agreed that such deposit is not an advance rental deposit or a measure of
Sublandlord’s damages in case of an event of default by Subtenant. If an event of default by
Subtenant shall occur or if Subtenant fails to surrender the Sublet Premises in the condition
required by this Sublease, Sublandlord shall have the right (but not the obligation), and without
prejudice to any other remedy which Sublandlord may have on account thereof, to apply all or any
portion of the Security Deposit to cure such default or to remedy the condition of the Sublet
Premises. If Sublandlord so applies the Security Deposit or any portion thereof before the
expiration date or earlier termination of this Sublease, Subtenant shall deposit with Sublandlord,
upon demand, the amount necessary to restore the Security Deposit to its original amount. Although
the Security Deposit shall be deemed the property of Sublandlord, any remaining balance of the
Security Deposit shall be returned to Subtenant within thirty (30) days after the Expiration Date
or earlier termination of this Sublease that all of Subtenant’s obligations under this Sublease
have been fulfilled. Sublandlord shall conduct a “Post Move Out Inspection” of the Sublet Premises
within fifteen (15) days after the Expiration Date or earlier termination of this Sublease.
Notwithstanding anything herein to the contrary, Landlord shall not be responsible in any way for
maintaining, returning or applying the Security Deposit hereunder and Subtenant expressly waives
any claims against Landlord regarding the Security Deposit.



     (g) To assist Subtenant with offsetting relocation, construction and other related expenses,
Sublandlord will fully abate the first two (2) months rent; therefore, rent commencement will begin
September 1, 2005.


4. Nature of Occupancy/Condition of Sublet Premises. Subtenant shall use and occupy the
Sublet Premises solely for the purposes set forth in the Lease (and not for any other purposes) and
at all times consistent with its Rules and Regulations. Subtenant shall have the ability to make
modifications to the Sublet Premises per the provision in the Lease (Section 14) and with prior
written approval from Sublandlord, which approval shall not be unreasonably conditioned, withheld
or delayed, as well as the prior written approval from Landlord as provided in the Prime Lease.




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5. Default, Remedies and Indemnification of Sublandlord.




     (a) If Subtenant defaults in the performance of any of the covenants, conditions or agreements
contained in this Sublease or the Lease and fails to cure the same within five (5) days notice from
Sublandlord for monetary defaults and within twenty (20) days after notice for non-monetary
defaults, Sublandlord shall be entitled to invoke against Subtenant the remedies which are
available to Landlord under the Lease. If Subtenant breaches any of the terms and conditions of
the Lease that relate to the Sublet Premises, then Landlord shall have all remedies against
Subtenant available to Sublandlord hereunder. Further, anything to the contrary notwithstanding,
Subtenant shall indemnify and hold harmless Sublandlord from and against any and all losses,
claims, damages, liabilities, actions, costs and expenses (including reasonable attorneys’ fees)
arising out of or related to this Sublease or the Sublet Premises, unless caused by the intentional
acts or gross negligence of Sublandlord, its agents or employees. As to such actions, Sublandlord
agrees to indemnify Subtenant. This indemnification shall survive termination of this Sublease and
shall be in addition to the indemnification provisions of the Lease (as to which the word
“Subtenant” shall be substituted for “Tenant” and the word “Sublandlord” shall be substituted for
“Landlord” therein).



     (b) Subtenant hereby expressly waives any notice to quit or vacate which may be otherwise
required by law.



6. Services.




     (a) Where services, repairs or rights are to be provided by Landlord under the terms of the
Lease, Subtenant agrees to look solely to Sublandlord (and shall have no rights against Landlord)
for the performance of such services, repairs or rights. It is understood that Sublandlord will
not provide and does not guarantee the performance of any such services, repairs or rights;
provided, nevertheless, that in the event of any default or failure of performance by Landlord,
Sublandlord agrees, upon notice from Subtenant, to make demand upon Landlord to perform its
obligations under the Lease and to enforce Sublandlord’s rights under the Lease. Subtenant shall
arrange for and pay for its own utilities to the extent they are not provided by Landlord.



     (c) Notwithstanding anything contained in this Sublease to the contrary, there shall be no
obligation on the part of Subtenant to comply with any governmental law, ordinance or regulation
which may require structural alterations, changes, repairs or additions, all of which required
structural alterations, changes, repairs or additions shall be the obligation of Sublandlord unless
otherwise provided in the Lease, or unless made necessary by the acts or omissions of Subtenant or
Subtenant’s particular use of the Sublet Premises, in which event Subtenant shall comply at its
expense. Sublandlord shall have the right to make all such alterations that may be required by
law, and must approve any such changes that are the responsibility of Subtenant.


7. Notices. Notices required or permitted hereunder shall conform to Article 39 of the
Lease, except as to the identities and addresses of the parties, which shall be as follows:




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	Sublandlord:

	 	Schmeltzer, Aptaker & Shepard P.C.
	 

	 	2600 Virginia Ave., NW
	 

	 	Suite 1000
	 

	 	Washington, DC 20037
	 

	 	Attention: Jean Hinojosa
	 
	 	 
	Subtenant:

	 	Global Secure Holdings Ltd.
	 

	 	2600 Virginia Ave., NW
	 

	 	Suite 600
	 

	 	Washington, DC 20037
	 

	 	Attention: Eric S. Galler, SVP, General Counsel





A copy of all notices sent by Sublandlord or Subtenant shall also be sent to Landlord at the
following address:




	 	 	 
	 

	 	TRIZECHAHN Watergate Office/Retail/Land LLC
	 

	 	c/o TrizecHahn Mid-Atlantic Management Services LLC
	 

	 	1250 Connecticut Avenue, N.W.
	 

	 	Suite 500
	 

	 	Washington, D.C. 20036
	 

	 	Attention: General Manager — Washington
	 
	 	 
	With copy to:
	 	 
	 
	 	 
	 

	 	TRIZECHAHN Watergate Office/Retail/Land LLC
	 

	 	c/o TrizecHahn Mid-Atlantic Management Services LLC
	 

	 	1250 Connecticut Avenue, N.W.
	 

	 	Suite 500
	 

	 	Washington, D.C. 20036
	 

	 	Attention: Regional Counsel






8. Insurance.




     (a) Subtenant shall, at its sole cost and expense, obtain and maintain in effect at all times
during the Term of this Sublease (i) an “all risk” insurance policy covering all of Subtenant’s
Personal Property (hereinafter defined) installed and located in the Sublet Premises and (ii) a
commercial general liability policy on an occurrence basis, each such policy subject to, and in
accordance with, the requirements set forth in the Lease.



     (b) Each of the foregoing policies of insurance shall name Sublandlord, Landlord, Landlord’s
management agent, and Landlord’s mortgagee(s) as additional insureds, as their interests may
appear. On or before the Commencement Date, Subtenant shall deliver such polices or other
reasonable satisfactory evidence of such insurance to Sublandlord and Landlord.


9. Subordination. This Sublease is subject and subordinate to the Lease, to all ground and
underlying leases, and to all mortgages and deeds of trust which may now or hereafter affect such
leases, the leasehold estate or estates thereby created or the real property of which the Sublet
Premises form a part, and to any and all renewals, modifications, amendments,




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consolidations, replacements and extensions thereof, provided that the Sublandlord agrees not to
effect any modification or amendment of the Lease which adversely affects the rights of the
Subtenant hereunder without the written consent of the Subtenant in each case (which consent shall
not be unreasonably withheld, conditioned or delayed).



10. Assignment and Further Subleases. The Subtenant may sublease all or any portion of the
Sublet Premises and/or may assign this Sublease (a) with the prior written consent of the
Sublandlord, which consent may not be unreasonably withheld, conditioned or delayed, and (b)
subject to the Lease, with the prior written consent of the Landlord. If Subtenant so subleases or
assigns, then to the extent that Subtenant obtains a rental rate for such sublet or assignment that
is in excess of the rental rate paid by Subtenant to Sublandlord for the same premises, then
Subtenant shall pay to Sublandlord one-half of such excess rental rate, such amount payable
periodically within ten (10) business after receipt of payment by Subtenant from such assignee or
sub-subtenant.



11. Surrender. Upon the Expiration Date or earlier termination of this Sublease, (i) the
Subtenant shall quit and surrender to the Sublandlord the Sublet Premises and shall remove, at
Subtenant’s sole cost and expense, all of its equipment, furniture, furnishings and other property
installed or placed in or about the Sublet Premises by Subtenant (hereinafter collectively referred
to as “Subtenant’s Personal Property”); (ii) all computer cabling and wiring installed by or on
behalf of Subtenant (irrespective of whether such cabling and wiring constitutes Subtenant’s
Personal Property) shall, at Subtenant’s sole cost and expense, be removed from the Sublet
Premises, using a contractor approved in advance by Landlord in writing; and (iii) Subtenant shall
leave the Sublet Premises broom clean and in as good order and condition as they were on the
Sublease Commencement Date, ordinary wear excepted. Subtenant’s obligations to perform and observe
the covenants set forth in this Paragraph 11 hereof shall survive the Expiration Date or earlier
termination of the Term of this Sublease. Notwithstanding the foregoing, Sublandlord will not
charge to Subtenant any restoration fee at the expiration of the Sublease related to any prior
subtenant improvements made to the Sublet Premises prior to the effective date of this Sublease.



12. Brokers. Sublandlord and Subtenant warrant and represent to each other and to Landlord
that, other than The Staubach Company — Northeast, Inc., with whom West, Lane & Schlager Oncor
Internation has dealt, no broker brought about this transaction or dealt with Sublandlord or
Subtenant in connection herewith. Sublandlord shall pay the fees of each of West, Lane & Schlager
Oncor Internation and The Staubach Company — Northeast, Inc. arising out of the transactions
contemplated by this Sublease. The Landlord shall have no responsibility to pay any commission or
other charge or expense in connection with this Sublease, and, in consideration for Landlord’s
granting its consent to this Sublease, Sublandlord and Subtenant indemnify and hold harmless
Landlord against and from any claim for brokerage commissions or other fees and all costs, expenses
and liabilities in connection with this Sublease, including, without limitation, attorneys’ fees
and expenses, arising out of any dealings Sublandlord or Subtenant had with any broker, finder,
person or entity who claims a right to compensation with respect to the Sublease.



13. General Provisions.




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     (a) Benefit and Burden. The covenants, conditions, agreements, terms and provisions
herein contained shall be binding upon, and shall inure to the benefit of, the parties hereto and
each of their respective personal representatives, successors, heirs, executors, administrators and
assigns.



     (b) Governing Law. It is the intention of the parties hereto that this Sublease (and
the terms and provisions hereof) shall be construed and enforced in accordance with the laws of the
District of Columbia.



     (c) No Privity of Estate. Nothing contained in this Sublease shall be construed to
create privity of estate of privity of contract between Subtenant and Landlord.



     (d) Entire Agreement. This Sublease contains all of the covenants, agreements, terms,
provisions, conditions, warranties and understandings comprising the final and entire agreement
between the parties hereto, and they shall not be bound by any terms, statements, conditions or
representations, oral or written, express or implied, not herein contained. No waiver or
modification of any covenant, agreement, term, provision or condition shall be deemed to have been
made unless expressed in writing and signed by both parties.



     (e) Sublease and Lease. To the extent any terms, conditions, covenants or provisions
of this Sublease are contrary to the terms, conditions, covenants or provisions of the Lease, the
contrary terms, conditions, covenants and provisions of this Sublease are deemed revoked as to
Landlord, and the terms, conditions, covenants or provisions of the Lease shall govern. Nothing
herein shall be construed in any way to affect the rights and obligations of the Sublandlord and
Landlord under the Lease.



     (f) Captions. The captions throughout this Sublease are for convenience of reference
only and the words contained therein shall in no way be held or deemed to define, limit, describe,
explain, modify, amplify or add to the interpretation, construction or meaning of any provision of
or the scope or intent of this Sublease, nor in any way affect this Sublease.



     (g) Singular and Plural. Wherever appropriate herein, the singular includes the
plural and the plural includes the singular.



     (h) Counterpart. This Sublease may be executed in several counterparts, but all
counterparts shall constitute but one and the same instrument.



     (i) Waiver of Jury Trial. Subtenant hereby waives trial by jury in any action,
proceeding or counterclaim brought by Sublandlord or Landlord against Subtenant with respect to any
matter whatsoever arising out of or in any way connected with this Sublease, the relationship of
Sublandlord and Subtenant hereunder or Subtenant’s use or occupancy of the Sublet Premises. In the
event Sublandlord commences any proceedings for nonpayment of rent, Subtenant shall not interpose
any counterclaims. This shall not, however, be construed as a waiver of Subtenant’s right to
assert such claims in any separate action brought by Subtenant.



     (j) Effectiveness. This Sublease shall be effective upon (A) obtaining the written
consent of Sublandlord and Landlord, or its duly authorized agent(s). Sublandlord and Subtenant



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hereby acknowledge and agree that Landlord’s consent to this Sublease shall not make Landlord
a party to this Sublease.




     (k) Parking. Subtenant, at Subtenant’s sole cost and per the rights of the
Sublandlord, shall have the right to acquire two (2) monthly parking contracts from the garage
operator in the Building. If Subtenant fails to exercise those rights or ceases to use those
spaces, Sublandlord shall have a right of first refusal before the spaces are tendered back to the
Landlord. If Sublandlord exercises these rights, and Subtenant later desires to use those parking
spaces, Sublandlord agrees to permit this on reasonable notice.



     (l) Suite Signage. Sublandlord shall provide Subtenant building standard suite
signage at Sublandlord’s sole cost and expense. In addition, Sublandlord will confirm that
Subtenant is allowed an additional listing in the Building lobby directory, but such additional
signage will be at Subtenant’s sole cost and will be arranged directly with Landlord.



[signatures on following page)




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     IN WITNESS WHEREOF, Sublandlord and Subtenant have each executed this Sublease as of the day
and year first hereinabove written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SUBLANDLORD:
	 
	 	 	 	 	 	 	 	 
	WITNESS/ATTEST:	 	 	 	Schmeltzer, Aptaker & Shepard P.C.
	 
	 	 	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	  /s/ Jean Hinojosa	 	 	 	By:	 	  /s/ Eric Yaffe
	 	 	 	 	 	 	 	 	 
	Name:

	 	  Jean Hinojosa	 	 	 	Name:	 	  Eric Yaffe
	 	 	 	 	 	 	 	 	 
	Its:

	 	  Office Manager	 	 	 	Its:	 	  Shareholder
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SUBTENANT:
	 
	 	 	 	 	 	 	 	 
	WITNESS/ATTEST:	 	 	 	GlobalSecure Holdings Ltd.
	 
	 	 	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	  /s/ Bess Sudman	 	 	 	By:	 	  /s/ Eric Galler
	 	 	 	 	 	 	 	 	 
	Name:

	 	  Bess Sudman	 	 	 	Name:	 	  Eric Galler
	 	 	 	 	 	 	 	 	 
	Its:

	 	  Officer Manager	 	 	 	Its:	 	  Senior VP & General
Counsel
	 	 	 	 	 	 	 	 	 





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     This Sublease between Schmeltzer, Aptaker & Shepard PC, as Sublandlord, and Global Secure
Holdings Ltd., as Subtenant, is consented to by Landlord upon the terms acknowledged by Sublandlord
and Subtenant.



LANDLORD:



TRIZECHAHN WATERGATE OFFICE/RETAIL/LAND

LLC, a District of Columbia limited

liability company



	 	 	 	 	 	 	 	 	 
	By:

	 	  /s/ Paul L. Schulman	 	 
	 	Date:	 	  June 20, 2005
	 	 	 	 	 	 	 	 	 
	Name:
	 	  Paul L. Schulman	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Its:
	 	  Vice President	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	  /s/ Douglas Winshall	 	 	 	Date:	 	  June 22, 2005
	 	 	 	 	 	 	 	 	 
	Name:
	 	  Douglas Winshall	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Its:
	 	  Vice President	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





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EXHIBIT A




COPY OF THE LEASE