EXHIBIT 10.9
Term Sheet
For
Lease
LEASE CATEGORIES TERM/INFORMATION/DESCRIPTION
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Landlord Aetna Life Insurance Company
Tenant An entity that maintains during the term of the
lease an investment grade credit rating ("IG
Entity") or a single purpose entity provided that
the lease is guaranteed by an IG Entity.
Building 151 Farmington Avenue, Hartford, CT 06156 - Tower
Building, Conference & Training Annex office
space.
Building Size To be determined, measured on rentable square
footage of the Demised Premises and of the Rogers
Building to establish pro rata share of operating
expenses.
Demised Premises The Demised Premises shall consist of total
rentable square footage of 481,729 rentable square
feet ("RSF").
With the prior approval of Landlord, which shall
not be unreasonably withheld, Tenant shall be
permitted access to and use of the roof space for
the Tower Building for such commercial
communications equipment that is customary
without additional charge and provided said
communications equipment shall be restricted to
the use of the Tenant and its affiliates.
Installation, maintenance and repair of such
equipment shall be done by a vendor previously
approved by Landlord, such approval not to be
unreasonably withheld, and after receipt of prior
approval of specifications and scope of work to
be completed, such approval not to be
unreasonably withheld. Any vendor currently used
by Landlord shall be deemed acceptable to
Landlord. Landlord shall have the right to
accompany at all times, at its discretion and
expense, said vendor and/or Tenant at the time
such work or ongoing maintenance is done on the
roof space or the roof is accessed.
Building Use The Demised Premises shall be used for general
office, administration and related purposes only
and for no other purpose whatsoever.
Term 7 years
Rent Base rent of $23.00/RSF "full service." Tenant
pays its proportionate share (based on RSF) of
increases in operating expenses and real estate
taxes over base year 2001 (fully assessed and
fully occupied). Operating expenses shall not
include items listed in Attachment 1.
Building Hours of Operations 7AM - 7PM Weekdays
8:00 AM - 12PM Saturdays
24/7 Access
Preparation of Premises Tenant will assume on an "as is, where is basis,"
except that Landlord and Tenant shall each pay
50% of all costs of moving employees, systems
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Lease Term Sheet (continued)
LEASE CATEGORIES TERM/INFORMATION/DESCRIPTION
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furniture and desktop computer equipment to, from
and within the Demised Premises in connection
with the Distribution and the Merger. In any
event, Landlord's consent to Tenant's
preparations shall not be unreasonably withheld.
Condition of Premises Tenant will assume on an "as is, where is basis".
Tenant Improvements Any improvements made by tenant following
Distribution Date shall be at the tenant's
expense.
Landlord's Services Landlord shall provide the services described in
Attachment 2.
Parking Included in description of services.
Option to Renew o Renewal term for a period to expire not later
than June 30, 2009. If Tenant exercises this
renewal, then Tenant has two consecutive 5 year
renewal terms for all of the Demised Premises.
Failure of Tenant to exercise an earlier renewal
option extinguishes subsequent ones set forth
above.
o Market rate at time of renewal. Measure
determined by the parties using customary
standards.
o At least 18 months notice (applicable to each
renewal term) but no more than 30 months notice.
Option for Additional Space None
Option to Terminate Landlord has the right to terminate each 5 year
renewal option by giving notice within 30 days
after Tenant's renewal notice, provided Landlord
does so for the purpose of occupying the Demised
Premises for its employees or the employees of
its affiliates or subsidiaries.
Right of First Leasing None
Signage Tenant shall have the right to install
appropriate signage at Tenant's own cost, subject
to Landlord's consent which shall not be
unreasonably withheld, and further subject to
compliance with all applicable laws, rules and
regulations, and Tenant's receipt of all required
municipal permits and approvals.
Extension Option None (other than option to renew).
Holdover o If Tenant holds over after the expiration date,
the tenancy shall be month-to-month under the
same Lease terms and conditions, except that the
rental rate shall be 150% of the initial term
rental rate.
o Increased rental is not exclusive of any other
remedy including, without limitation, eviction
proceedings and damages claims.
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Lease Term Sheet (continued)
LEASE CATEGORIES TERM/INFORMATION/DESCRIPTION
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Miscellaneous o Access to Food Service - Shall be provided so
long as same is provided by Landlord to its
employees. Purchase of food shall be at expense
of Tenant and its employees and visitors.
o Access to Fitness Center - Shall be provided so
long as same is provided by Landlord to its
employees. Use of Fitness Center shall be at
expense of Tenant and its employees and
visitors.
o ATM - Shall be provided so long as same is
provided by Landlord to its employees and
provided under TSA.
o Sublease:
Tenant shall not have the right to sublet the
Demised Premises or assign the lease to any
party that engages in any business or line of
commerce which directly competes with SpinCo.
Tenant may sublet the Demised Premises or assign
the lease to an affiliate of Tenant without
Landlord's consent (provided the affiliates do
not directly compete with SpinCo.). Tenant may
sublet the Demised Premises or assign the lease
to a party which is not an affiliate of Tenant
(provided the sublessee or assignee does not
directly compete with SpinCo.), only after
obtaining Landlord's prior written consent,
which consent shall not be unreasonably
withheld. Criteria that can be considered by
Landlord in connection with consent shall
include without limitation business reputation,
and the type of business of the sublessee or
assignee and, only in the context of an
assignment, the financial condition of the
assignee. No consent shall be necessary where
Tenant enters into a merger, consolidation or
other reorganization or where all or
substantially all of Tenant's assets are
acquired by another person (a "Control
Transaction"). However, should either Landlord
or Tenant enter into a Control Transaction with
a party which directly competes with the other
party or should either Landlord or Tenant enter
into direct competition with the other party
absent a Control Transaction, then the other
party (either Landlord or Tenant as the case may
be) shall have the right to terminate the lease
upon 30 months' written notice.
o Non-Disturbance:
Landlord shall provide Tenant with a
non-disturbance agreement in form and substance
acceptable to Tenant in its reasonable
discretion from any present or future ground
lessors, mortgage holders and other superior
lien holders of the Building.
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Attachment 1
EXCLUSIONS FROM OPERATING EXPENSES
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Operating Costs shall not include: (1) expenses for repairs or other work
occasioned by fire or other insured casualty, except a customary deductible;
(2) expenses incurred in connection with leasing and procuring new tenants; (3)
interest or amortization payments on any mortgage or mortgages, and rental
under any ground or underlying lease; (4) wages, salaries or other compensation
paid to any executive employee of Landlord above the grade of manager; (5) the
cost of any alteration, addition, change, replacement, improvement, repair or
equipment, which, under generally accepted accounting principles consistently
applied is properly classified as a capital expense, other than capital
expenditures made by reason of legal requirements, insurance requirements
(specifically excluding any such expenditures necessary to cure current
non-compliance with existing laws or insurance requirements) or the protection
of the health and safety of tenants in the Tower Building, or for the purpose
of reducing expenses which would otherwise be included in Operating Costs, then
such costs shall be included in Operating Costs in the year in which costs are
incurred and in any subsequent years, on a straight-line basis, amortized over
the useful life of such items, all in accordance with generally accepted
accounting principles; (6) any leasehold improvements made in the Building; (7)
attorneys' fees, costs and disbursements and other expenses incurred in
connection with negotiations or disputes with tenants, other occupants, or
prospective tenants, or occupants of the Building; (8) costs relating to
hazardous materials, except to the extent caused, installed, disposed of or
released by Tenant; (9) costs relating to the breach of any warranty,
representation or covenant of Landlord under this or any other lease; (10) all
items and services for which Tenant is expressly required under this lease to
pay to third persons; (11) brokerage commissions, advertising expenses and
legal or other costs incurred in leasing, advertising for the building or other
marketing or promotional activity specifically and primarily designed for
marketing space in the Building, but excluding amenities for the common benefit
of existing tenants in the Building; (12) any bad debt expense or bad debt
reserve; (13) amounts paid to persons or entities affiliated with, controlled
by, controlling of, or under common control with, Landlord to the extent such
amounts are in excess of market rates; (14) costs of complying with Landlord's
obligations in delivering the Building to Tenant and Landlord's other tenants of
the Building; (15) costs incurred in installing, operating or maintaining
special facilities or items, or in performing special work for or furnishing
special services to any tenant or occupant of the Building, including any work
or other allowance to any tenant for its installation, whether at such tenant's
or occupant's or Landlord's expense, to the extent that such special work or
services are in excess of any work or services that Landlord is obligated to
perform for or furnish to Tenant at no extra cost to Tenant; (16) depreciation;
(17) refinancing costs, and principal and interest payments; (18) legal fees,
brokerage commissions and other transaction costs and expenses incurred by
Landlord in connection with any transfer of its interest herein; (19) fines,
penalties, interest, late charges and legal fees incurred by Landlord due to
violations of legal requirements; (20) all fine art; and (21) Landlord's
internal overhead expenses, including the cost of internal accounting and the
cost of preparation of Landlord's income tax or information returns.
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Attachment 2
DESCRIPTION OF SERVICES
(a) Landlord shall maintain, repair and replace, consistent with those
levels of maintenance provided to the Rogers Building, and keep in good order
and condition, all structural and non-structural portions of the Building, and
all service systems for the same, including, without limitation:
(i) the plumbing, sprinkler, heating, ventilating and air
conditioning systems, building electrical and mechanical lines and
equipment associated therewith, and elevators and boilers and all similar
base building systems and equipment, all of which either are located in or
serve the Building or the Common Areas;
(ii) broken or damaged glass and damage by vandals;
(iii) the exterior and interior structure of the Building and Common
Areas including the roof, exterior walls, bearing walls, support beams,
foundation, columns, exterior doors and windows and lateral support to the
Building and the Common Areas;
(iv) the exterior improvements to the land, including curbs,
driveways, parking areas, sidewalks, lighting, exterior signs, ditches,
shrubbery, landscaping and fencing.
(b) Without limiting subparagraph (a) above, Landlord shall provide the
following services and facilities. All such services and facilities to be
provided at the same level, standard and rates as those provided to the
building's current occupant to the extent such level, standard and rates are
provided to Landlord's own personnel:
(i) passenger and freight elevator service, toilet facilities and
supplies, hot and cold water, sewage facilities, refrigerated drinking
water and vermin extermination;
(ii) heating and air conditioning in the Premises from 7:00 a.m. to
7:00 p.m. on Monday through Friday and 8:00 a.m. to 12:00 p.m. on Saturday
("Tenant's Regular Business Hours") as currently provided;
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(iii) heating and air conditioning for the Premises at times other
than Tenant's Regular Business Hours, upon receipt of reasonable prior
notice from Tenant, and provided Tenant pays Landlord's actual costs of
providing same, as Additional Rent;
(iv) access to the Premises by Tenant after Tenant's Regular Business
Hours, twenty-four (24) hours per day, seven (7) days per week;
(v) electricity plus all other public utilities (e.g., gas, water,
sewer) used to specifically support the services described herein in
Attachment 2 for Tenant's office uses, including, without limitation,
lighting, vending machines, office machines, office equipment and
computers;
(vi) security for the Building;
(vii) parking rights;
(viii) cleaning and trash removal; and
(ix) mail service.
