SUBLEASE AND ASSUMPTION AGREEMENT
This Sublease and Assumption Agreement (the "Sublease"), dated July 28,
2000 relates to a Master Equipment Lease Agreement, Lease Number 1200273 and
Master Equipment Lease Agreement Schedule, Schedule Number 00010 (collectively
referred to as the "Lease"), a copy of which is attached to this Sublease. The
Lease describes the leased equipment (the "Equipment") and contains the Term of
the Lease and the Rental Payments.
The Current Lessee is: Patriot Bank Corp. and Patriot Bank, as jointly and
severally liable, as Co-Lessees (hereinafter referred to as "Lessee").
Address: High and Hanover Streets, Pottstown, Pennsylvania 19464
The Lessor is: Newcourt Communications Finance Corporation
Address: 2 Gatehall Drive, Parsippany, New Jersey 07054
Lessee is currently leasing the Equipment from Lessor under the terms of
the Lease and desires to sublease and assign its rights and obligations under
the Lease to the following Sub-lessee:
The Sub-lessee is: Universal Money Centers, Inc.
Address: 6800 Squibb Road, Mission Kansas 66202 (hereinafter referred to as
"Sub-Lessee").
Intending to be legally bound, in consideration of One Dollar, the receipt
and sufficiency of which is acknowledged, and to induce Lessor to accept this
Sublease, Lessee and Sub-lessee hereby agree as follows:
1. Sub-lessee agrees to pay the sum of $3,828.00 per month, for a period
of 40 months, which payments will begin on August 1, 2000 and are due on the
same day of each following month. A security deposit equal to four months
payments, or $15,312.00 shall be paid to Lessee with the signing of this
Sublease. The security deposit, at Lessee's option, may be applied to cure any
default, in which event Sub-lessee must promptly restore it to its full amount.
Upon full compliance of the contract terms, conditions, and obligations, the
security deposit, without interest, shall be refunded to the Sub-lessee upon the
return and delivery of the equipment to the Lessor at the termination of the
term of this lease. Lessee agrees to remain solely responsible to Lessor for the
remaining portion of the Rent Payment due under the Lease to Lessor.
2. Lessee assigns, transfers and delivers to Assignee all of Lessee's
right, title and interest in and to the Lease, the Equipment, subject to all the
terms, conditions, covenants and agreements contained in the Lease.
3. Sub-lessee relinquishes any right or claim to the Security Deposit
paid by Lessee, if any, and waives any right to require Lessor to return, refund
or credit Sub-lessee with all or any part of any sums that may be refundable to
Lessee under the Lease.
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4. Sub-lessee accepts this Sublease and the Equipment as of the date of
this Sublease and assumes and agrees to perform all the terms, conditions,
covenants and agreements of the Lease on the part of the Lessee to be performed.
This Sublease shall be binding on the legal representatives, successors and
assigns of Sub-lessee. Sub-lessee agrees to provide and maintain the insurance
coverages required under paragraph 8 of the Lease with both Lessor and Lessee
being named as loss payees. Such proof of insurance shall be provided to both
Lessor and Lessee on an annual basis.
5. Sub-lessee acknowledges that neither Lessor nor Lessee have made any
warranty or representation to Sub-lessee in connection with the Lease or the
Equipment, whether express or implied. Sub-lessee accepts this Sublease and the
Equipment without regard to the present condition and/or location of the
Equipment and Sub-lessee agrees not to move any of the Equipment from its
present location without the express written consent of Lessee, which consent
shall not be unreasonably withheld provided that the new location is east of the
Mississippi River with the exception of a warehouse maintained by Universal
Money which is located in Kansas City, MO. As between Lessee and Sub-lessee, any
approved relocation of equipment shall be performed at Sub-lessee's sole risk
and expense.
6. In the event that Sub-lessee fails or refuses to promptly pay or
perform any obligation of Lessee under the Lease or this Sublease, then as
between Lessee and Sub-Lessee, Lessee shall have all remedies available to it
against Sub-Lessee under paragraph 20 of the Lease as if it were the Lessor.
7. Lessee agrees to provide Sub-lessee with any notices it receives from
Lessor regarding the Lease within five (5) business days of Lessee's receipt
from Lessor.
8. This is a true lease. At the end of the initial term of this Lease,
Lessee shall be responsible to provide notice of termination to Lessor per
paragraph 18 of the Lease and Sub-lessee shall be responsible to complete the
return of the equipment to Lessor per paragraph 18 of the Lease at Sub-lessee's
cost.
9. The Sublease is intended to benefit only Lessee, Sub-lessee and Lessor
and no other persons. This Assignment shall be governed by the laws of the State
of New Jersey. The parties hereto ratify the choice of law and forum selection
clauses contained in paragraph 30 of the Lease.
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<PAGE>
IN WITNESS WHEREOF, Lessee and Sub-Lessee have caused this Sublease to be
executed by their duly authorized officers or representatives as of the date
first indicated above.
Lessee: Sub-Lessee:
PATRIOT BANK CORP. UNIVERSAL MONEY
CENTERS, INC.
BY: /s/ Lori Adamski BY: /s/ John L. Settles
Deposit. Services Team Leader President
DATED: July 28, 2000 DATED: July 31, 2000
Lessee:
PATRIOT BANK
BY:
DATED:
CONSENT TO ASSIGNMENT
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The undersigned, Lessor in the above referenced Lease, consents to the above
Sublease, transfer and delivery of the Lease and Equipment by Lessee to
Sub-Lessee pursuant to the terms of the above Sublease, on the express
conditions that: (i) Sub-lessee has agreed to perform and shall perform to the
undersigned, the terms, conditions, covenants and agreements of the Lease on the
part of the Lessee to be performed, and (ii) Lessee shall not be excused from
Lessee's obligation under the Lease in the event of Sublessee's breach of the
Lease.
Lessor:
NEWCOURT COMMUNICATIONS FINANCE
CORPORATION
BY:
DATED:
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