ATM SUBLEASE
THIS ATM SUBLEASE ("Sublease"), made and entered into as of the 31st day
of July, 2000, by and between NATIONWIDE MONEY SERVICE, INC., a Nevada
corporation ("Sublessor") and UNIVERSAL MONEY CENTERS, INC., a Missouri
corporation ("Sublessee").
WITNESSETH:
WHEREAS, by a certain written Master Lease Agreement (the "Master Lease")
dated January 28, 1996, as amended by Lease Schedule No. 2 dated August 1, 1996
("Lease Schedule"; together with the Master Lease, the "Lease Agreement"),
Lessor leased to Sublessor certain automatic teller machines ("ATMs"), including
the ATMs set forth on Exhibit A hereto (collectively, the "Leased ATMs", and
individually a "Leased ATM").
WHEREAS, Sublessee desires to sublease from Sublessor, and Sublessor is
willing, to sublet to Sublessee the Leased ATMs on the terms and conditions more
particularly set forth hereinafter.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
agreements herein contained, Sublessor and Sublessee agree as follows:
1. Sublease. Sublessor, for and in consideration of the rents and covenants
specified to be paid, performed and observed by Sublessee, does hereby let,
sublet, lease and demise to Sublessee the Leased ATMs for the term and
according to the covenants and conditions contained herein.
2. Term; Renewal. Subject to Section 7 of this Sublease, the term of this
Sublease shall be for a period of 12 months commencing on August 1, 2000
and terminating on August 1, 2001. At the end of the Sublease Term, if
Sublessee has not purchased the Leased ATMs from Lessor pursuant to Section
8 herein, Sublessor shall take possession of the Leased ATMs as set forth
on Exhibit A hereto or such other location where a Leased ATM has been
moved pursuant to Section 5(d) herein.
3. Rent and Other Charges. Sublessee shall pay to Sublessor, the initial
sum of Six Hundred Fifty-One and 00/100 Dollars ($651.00) upon the
execution of this sublease which shall represent the first month's rent for
the Leased ATMs. The sum of Two Hundred Seventeen and 00/100 Dollars
($217.00) per Leased ATM, per month, will be due and payable on the 1st day
of each month following the initial payment, continuing on the first day of
each month until the end of the specified term as set forth in Section 2
above. Except as expressly provided in this Sublease, Sublessee shall not
be obligated to pay Sublessor any other amount in connection with this
Sublease.
4. Liens And Encumbrances; Title; Personal Property. Lessor is sole owner of
the Leased ATMs and no right, title or interest in the Leased ATMs shall
pass to Sublessor or Sublessee, as the case may be, other than, conditioned
upon (i) compliance with and fulfillment of the terms and conditions of the
Master Lease by Sublessor, and
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(ii) compliance with and fulfillment of the terms and conditions of this
Sublease by Sublessor and Sublessee, as the case may be, the right to
maintain possession and use of the Leased ATMs for the Sublease Term free
from interference by any person. At its option, Sublessor may require
Sublessee to affix plates, markings or other notices on the Leased ATMs
indicating Lessor is the owner. The Leased ATMs shall at all times remain
personal property, notwithstanding, the Leased ATMs or any part thereof may
be (or become) affixed or attached to real property or any improvements
thereon.
5. Operation and Maintenance; Inspection.
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a. Sublessee shall be solely responsible for the installation, operation,
and maintenance of the Leased ATMs, and, at its own cost and expense,
shall (i) keep the Leased ATMs in good repair, condition and working
order, in accordance with any applicable manufacturer's manuals,
instructions or requirements, (ii) furnish all parts, mechanisms,
devices and servicing required therefor, (iii) make all replacements,
alterations or additions to the Leased ATMs that may be required by
the vendor or manufacturer of the Leased ATMs or may be legally
necessary, and (iv) make no other alterations or additions to the
Leased ATMs without the prior written consent of Lessor. Parts
attached to or installed in or on the Leased ATMs as required by
clauses (i)-(iv) above shall be free and clear of all liens and have a
value, utility and remaining useful life at least equal to the parts
replaced. Title to all such parts shall immediately vest in Lessor
without cost to Lessor, or any further action, and such parts,
alterations or additions shall be deemed incorporated into the Leased
ATMs and subject to the terms of this Sublease and the Lease Agreement
as if originally leased thereunder.
b. Sublessee shall use and operate the Leased ATMs by competent and duly
qualified personnel, and for business purposes only in compliance with
applicable law, applicable manufacturer's manuals, instructions or
warranty requirements and all insurance.
c. Sublessee, at its own cost and expense, shall enter into and maintain
in full force and effect throughout the Sublease Term, with the
manufacturer or such other party as may be acceptable to Sublessor, a
maintenance agreement covering the Leased ATMs.
d. Sublessee shall not move the Leased ATMs from the location specified
in the Lease Schedule without the prior written consent of Sublessor,
which consent shall not be unreasonably withheld, and, if granted,
without executing, financing statements and completing filings or
taking such other actions as Sublessor may reasonably request to
protect Lessor's interest in the Leased ATMs.
e. Sublessee agrees never to abandon or relinquish possession of the
Leased ATMs except to Sublessor or its agents.
f. Subject to Sublessee's standard security procedures, Lessor or
Sublessor may enter the premises where the Leased ATMs is located
during normal business
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hours for the purpose of (i) inspecting the Leased ATMs and, (ii)
showing the Leased ATMs to prospective purchasers or lessees of the
Leased ATMs.
6. Risk Of Loss. Until Sublessee acquires ownership of the Leased ATMs,
Sublessor hereby assumes and shall bear all risk of loss, theft, damage or
destruction of the Leased ATMs by any cause whatsoever including, without
limitation, economic loss through extraordinary or premature wear, or
condemnation, confiscation, seizure or requisition of the title or use of
any of the Leased ATMs by any government entity and whether or not such
Loss is covered by insurance (collectively, "Loss"). In the event of Loss,
Sublessee shall promptly notify Sublessor in writing of the Loss and all
related details and any action related thereto, and Sublessor shall, within
thirty (30) days of the Loss, at Sublessor's option: (a) repair the Leased
ATMs and restore it to the same good condition and working order as it was
immediately prior to the Loss (assuming the Leased ATMs was in the
condition required by the terms of Section 5 herein); or (b) replace the
Leased ATMs affected by the Loss with like personal property with
equivalent value, useful life and utility, in good repair, condition and
working order.
7. Default.
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a. If Sublessee fails to make any rent payment when due as provided in
this Sublease and such failure to pay is not cured for 30 days, the
Sublease shall terminate within 10 days of Sublessee receiving written
notice of such failure.
b. The Sublease shall automatically terminate when the Lease Agreement
terminates.
c. In the event Sublessee fails to comply with any other provision of
this Sublease, Sublessor shall have the right, but shall not be
obligated, to effect such compliance on behalf of Sublessee. In such
event, all monies expended by and all expenses of Sublessor in
effecting such compliance shall be deemed to be additional rent, and
shall be paid at the time of the next rent payment after receiving an
invoice detailing the same.
d. In the event Sublessor fails to comply with the provisions of this
Sublease, Sublessee shall have the right, but not the obligation to
effect such compliance on behalf of Sublessor. In such event, all
monies expended by and all expenses of Sublessee in effecting such
compliance shall be deemed to be the obligation of Sublessor and shall
be paid to Sublessee within 10 days of receiving an invoice detailing
the same.
8. Purchase Option.
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a. If no event of default exists under Section 7 herein, Sublessee has
complied with all of the terms and conditions of the Sublease and
Sublessee delivers to Lessor and Sublessor an irrevocable written
notice at least one hundred thirty-five (135) days prior to the last
day of the Lease Term (as such term is defined in the Lease
Agreement), Sublessee shall have the option to purchase all, but not
less than all, of the Leased ATMs at the end of the Sublease Term
(August 1, 2001) for an
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additional one-time payment of One Thousand Four Hundred Thirty-Seven
and 00/100 Dollars ($1,437.00) per ATM. This final payment, (The
Purchase Price) is subsequent to remitting, twelve (12) monthly
payments of $217.00 per ATM for the period commencing August 1, 2000
and ending July 31, 2001.
b. If Sublessee elects to purchase the Leased ATM per the terms outlined
above, Sublessee shall pay Lessor the final Purchase Price on or
before the last day of the Lease Term in immediately available funds
and the sale of the Leased ATMs by Lessor to Sublessee shall be on an
AS-IS, WHERE-IS basis, without recourse to, or warranty by Lessor and
the LESSOR SHALL NOT BE DEEMED TO HAVE MADE, AND THE LESSOR HEREBY
EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESSED
OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION,
THE DESIGN OR CONDITION OF THE LEASED ATMS, THEIR MERCHANTABILITY OR
THEIR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE, THE QUALITY OF
THE MATERIAL OR WORKMANSHIP OF THE LEASED ATMS, ITS VALUE OR
CONFORMITY TO ANY SPECIFICATIONS OR AGREEMENTS RELATING THERETO, NOR
SHALL THE LESSOR BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR
FOR STRICT OR ABSOLUTE LIABILITY IN TORT.
9. Notices. All notices, requests, demands and communications with respect to
this Sublease, whether or not herein expressly provided for, shall be in
writing, and shall be deemed to have been duly given when and if mailed by
United States First-Class Certified or Registered Mail, postage prepaid,
return receipt requested, to the parties at the respective addresses set
forth below, or to such other address or addresses as may hereafter be
designated by either party in writing for such purpose.
If to Sublessor: National Money Services, Inc.
221 Ponte Vedra Park Dr.
Suite 100
Ponte Vedra Beach, FL 32082
Telephone: 904-280-8500
Facsimile: 904-280-8588
If to Sublessee: Universal Money Centers, Inc.
6800 Squibb Road
Mission, KS 66202
Telephone: (816) 831-2055
Facsimile: (816) 831-0248
10. Assignment. Except by operation of law, neither Sublessor nor Sublessee
shall, without the prior written consent or the other party, (i) assign its
rights and obligations under this Sublease; or (ii) let or underlet or
permit the Leased ATMs or any part thereof to be used by others.
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11. Entire Agreement; Amendments; Binding Effect. This Sublease contains the
entire agreement among the parties hereto with respect to the subject
matter covered hereby, may not be amended or rescinded except by an
instrument in writing executed by each of the parties hereto, and shall
inure to the benefit of and be binding upon the successors and permitted
assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have hereunto executed these presents as of the
day and year first above written.
NATIONWIDE MONEY SERVICES, INC. ("Sublessor")
By: /s/ Michael J. Dodak
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Printed Name: Michael J. Dodak
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Title: Chief Executive Officer
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UNIVERSAL MONEY CENTERS, INC. ("Sublessee")
By: /s/ John L. Settles
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Printed Name: John L. Settles
-----------------------------------------
Title: President
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EXHIBIT A
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Terminal Serial
ID Name Address City ST Equip #
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571002 Coastal Mart 8220 S. Orange Orlando FL Triton 5117306
#9037 Blossom Trail 9600
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571003 Coastal Mart 9725 S. Maitland FL Triton 5111133
#9066 US Hwy. 1792 9600
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TBD Convenient Food 530 N. Douglas Belleville IL Triton 511199
Mart 9600
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