LANDLORD'S CONSENT TO SUBLEASE AND
SUBLESSEE'S OPTION TO BECOME TENANT
This Agreement made and entered into as of the 28th day of December, 1999 by,
between and among SPRING LAKE PARTNERS, a Florida general partnership, of 0000
Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx, XX 00000 (hereafter "Landlord"), KENWICK,
INC., a Florida corporation, doing business as AMERICAN VIDEO LANGUAGE
INSTITUTE, of 0000 X. Xxxxxxx Xxxx., Xxxx Xxxxxxxxxx, XX 00000 (hereafter
"Tenant"), XXXXXX ISLAND LANGUAGE, INC., a Florida corporation, doing business
as INLINGUA LANGUAGE INSTITUTE, Inc., of 0000 X. Xxxxxxx Xxxx., Xxxx Xxxxxxxxxx,
XX 00000 (hereafter "Subtenant" and "New Tenant"), and XXXXXX XXXX, of 0000 X.
Xxxxxxx Xxxx., Xxxx Xxxxxxxxxx, XX 00000 (hereafter "Guarantor").
WITNESSETH:
WHEREAS, Landlord and Tenant have entered into a lease dated April 21, 1987 for
premises known as Suite 512, International Building, 0000 X. Xxxxxxx Xxxx., Xxxx
Xxxxxxxxxx, XX 00000 (hereafter the "Building") the lease hereafter being
referred to as the "Lease"; and
WHEREAS, Tenant desires to sublease to Subtenant and Subtenant desires to
sublease from Tenant the Premises (hereafter the "Sublease") and Landlord's
consent to the Sublease is required pursuant to the terms of the Lease; and
WHEREAS, Landlord is willing to consent to the Sublease on the terms and
conditions contained in this Agreement, subject to New Tenant agreeing to the
provisions herein contained relating to an Option to enter into the New Lease
and Tuck executing and delivering to Landlord his Guaranty of New Tenant's
obligations under the New Lease in the form annexed hereto as Exhibit A, subject
to New Tenant's exercise of the Option; and
WHEREAS, as partial consideration for Subtenant's execution and delivery of this
Agreement and as an inducement to Landlord to consent to the Sublease, Landlord
and New Tenant agree that Landlord shall grant an Option to New Tenant to become
the Tenant of the Premises upon the termination of the Lease.
NOW THEREFORE, the parties hereto in consideration of their mutual promises
herein contained do hereby agree as follows:
1. The foregoing recitals are true and correct in all respects.
2. Attached hereto as Exhibit A is a copy of the Sublease between Tenant and
Subtenant which Tenant and Subtenant have executed and delivered subject
to Landlord's consent to such Sublease. In accordance with the provisions
of Section 13 of the Lease, Landlord hereby consents to the Sublease in
the form of Exhibit B.
Page 1 of 8
3. Tenant agrees that the Lease shall expire on May 31, 2002 and that the
option granted to Tenant in the Lease to renew the Lease shall be and it
is hereby terminated.
4. The terms and provisions of the New Lease shall be the same as those in
the Lease (except for the Addendum to the Lease which shall be deleted
therefrom), except as follows: The Lease Term shall be five (5) years with
the Lease Commencement Date on June 1, 2002 and the Lease Expiration Date
on May 31, 2007. The Rent Commencement Date shall be June 1, 2002. The
Tenant under the New Lease shall be New Tenant and the Landlord under the
New Lease shall be Landlord. The Security Deposit under the New Lease
shall be $6,356.48 which shall be deposited by New Tenant with Landlord
together with New Tenant's written exercise of the Option. New Tenant
shall deliver to Landlord together with New Tenant's written exercise of
the Option the first month's rent as prepaid rent in the total amount of
$3,368.93, plus applicable Florida Sales Tax. The Base Rent for the
Premises shall be:
Year Annual Rent Monthly Rent
Year One $38,138.88 $3,178.24
Year Two $39,664.43 $3,305.37
Year Three $41,251.01 $3,437.58
Year Four $42,901.05 $3,575.09
Year Five $44,617.09 $3,718.09
The Base Year under the New Lease shall be 2002. Section 40 of the New
Lease shall be modified to recognize that the only broker involved with
the New Lease shall be Xxxxx & Associates, Inc., Landlord's broker and The
Xxxxxxxxxx Group, New Tenant's broker, who shall be compensated by
Landlord in the event that this Option is exercised and a Lease Agreement
is fully executed between both parties. New Tenant shall deliver to
Landlord together with New Tenant's written exercise of the Option,
Guarantor's duly executed Guaranty in the form annexed hereto as Exhibit B
hereto. The Option must be exercised by New Tenant, if at all, (which
Option may not be assigned or transferred to any third party without
Landlord's prior written consent which may be withheld in Landlord's sole
discretion) in writing accompanied by the documents referred to herein, no
sooner than June 1, 2001 and no later than December 1, 2001, with time of
the essence. In the event that Subtenant has been in default of its
obligations under the Sublease beyond any applicable cure or grace
periods, if any, more than twice during the term of the Sublease, Landlord
may terminate the right of Subtenant/New Tenant to exercise this Option.
5. Tenant, Subtenant/New Tenant and Guarantor hereby confirm that the Lease
remains in full force and effect, that Landlord is in compliance with the
Lease provisions, that Landlord has not waived any of its rights under the
Lease, and that neither Tenant, Subtenant/New Tenant or Guarantor has any
defenses, claims or offsets against Landlord. As hereby modified, amended
and supplemented, the parties hereto do hereby agree that the Lease is
hereby confirmed and ratified in all respects.
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N WITNESS WHEREOF, Landlord, Tenant, Subtenant/New Tenant and Guarantor have
duly executed this Agreement as of the day and year first set forth above, each
acknowledging receipt of an executed copy hereof
SIGNATURES FOLLOW
WITNESSES: LANDLORD:
NWT PARTNERS, LTD.,
/s/ Xxxxxx Xxxxxxx
------------------------------ By: /s/ Xxxxx Xxxxxxxxx
Print Name: Xxxxxx Xxxxxxx -------------------------------------
Xxxxx Xxxxxxxxx, as a General
/s/ Xxxx X. Xxxxxxxxx Partner
------------------------------
Print Name: Xxxx X. Xxxxxxxxx
/s/ D. Furrari TENANT: KENWICK, INC.
------------------------------ D/B/A American Video Lanaguage Institute
Print Name: D. Furrari
By: /s/ Xxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx ------------------------------------
------------------------------ Xxxx Xxxxxxxx, as Senior Vice President
Print Name: Xxxxxxx Xxxxxxxx
/s/ D. Furrari SUBTENANT/NEW TENANT:
------------------------------ XXXXXX ISLAND LANGUAGE, INC.
Print Name: D. Furrari D/B/A Inlingua Language Center
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx Xxxx
------------------------------ ------------------------------------
Print Name: Xxxxx X. Xxxxxxxxx Xxxxxx Xxxx, as President
/s/ D. Furrari GUARANTOR: XXXXXX XXXX
------------------------------
Print Name: D. Furrari /s/ Xxxxxx Xxxx
----------------------------------------
/s/ Xxxxx X. Xxxxxxxxx
------------------------------
Print Name: Xxxxx X. Xxxxxxxxx
Page 3 of 8
Exhibit A
Sublease Proposal
Lessor: Kenwick, Inc. d/b/a
American Video Language Institute
Lessee: Xxxxxx Island Language, Inc. d/b/a
Inlingua Language Center
Signatories: Xxxxxx Xxxx, President Leased
Premises: Approximately 1,990 square feet of office
Property
Address: 0000 X. Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, Xx 00000
Lease Term: Balance of term of the original lease
Expiring May 31, 2002.
Lease Rate: $2,825.00 monthly with 4% annual increases
Occupancy: January 24, 2000
Rent
Commencement: February 24, 2000
Deposits: First month, last month rental and security deposit to Xxxx Xxxxx,
Esquire
Use: Language Center
Tenant
Improvements: Lesser shall paint all offices prior to occupancy.
Rental
Adjustments: The base rent shall increase at a fixed rate of 4% per year.
Renewal
Options: One five year option at 4%
Page 4 of 8
Brokerage
Commissions: The Xxxxxxxxx Group, Inc. shall be paid by Lesser through Allstar
Realty of Broward, Inc. a total brokerage commission equal to five (5%) percent
of the total lease amount upon execution of the Contract. THIS IS
NON-NEGOTIABLE!
The Lessee has reviewed and accepted all terms and conditions of the existing
lease and agrees to be bound thereby.
Agreed and accepted by:
/s/ Xxxx Xxxxxxxx 12/28/99
-------------------------- -------------------------
Lesser: Xxxx Xxxxxxxx Date
/s/ Xxxxxx Xxxx 12/28/99
-------------------------- -------------------------
Lessee: Xxxxxx Xxxx Date
/s/ Xxxxx Xxxxxxxxx 1/11/00
-------------------------- -------------------------
Landlord approval
Springlake Partners
Page 5 of 8
EXHIBIT B
GUARANTY
In order to induce Spring Lake Partners, a Florida partnership ("Landlord") to
enter into that certain Lease (the "Lease") between Landlord and Xxxxxx Island
Language, Inc. d/b/a Inlingua Language Center with respect to the Premises known
as Suite No. 512 of the building known as the International Building located at
0000 X. Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000, and for other
valuable consideration, Xxxxxx Xxxx (the "Guarantor") agrees with the Landlord
as follows:
1. The Guarantor agrees to make the due and punctual payment of all Base
Rent, Additional Rent and other charges payable by the Tenant under the
Lease; to promptly and completely perform all of the other terms,
provisions, covenants, and agreements on the part of the Tenant to be
performed contained in the Lease; and to indemnify the Landlord from any
loss, costs or damages arising out of any failure to pay Base Rent,
Additional Rent or other charges under the Lease or the failure of the
Tenant to perform any of the terms, provisions, covenants and agreements
on the part of Tenant to be performed contained in the Lease.
2. The liability of Guarantor under this Guaranty of the Lease is primary and
this Guaranty is absolute, unconditional, continuing and irrevocable and
the obligation of the Guarantor will not be released by, or any way
affected by, any extensions of time, indulgences or modifications which
the Landlord may extend to or make with the Tenant under the Lease; or any
waiver by or failure of the Landlord to enforce any provision of the
Lease; or any assignment of the Lease by the Tenant or by any trustee,
receiver or liquidator; or by any consent which the Landlord may give to
any assignment.
3. The Guarantor waives any right to require the Landlord to proceed against
the Tenant, or pursue any rights or remedies under the Lease, or proceed
against any security of the Tenant held by the Landlord, or to pursue any
other remedy within the power of the Landlord.
4. The Guarantor waives notice of the acceptance of this Guaranty and any
notice of nonperformance, non-payment or non-observance on the part of the
Tenant of the terms, provisions, covenants and agreements in the Lease.
5. The liability of the Guarantor will not be considered to be waived or in
any way released by reason of the release or discharge of the Tenant under
the Lease in any receivership, bankruptcy, winding-up or other creditors'
proceedings or the rejection or disclaimer of the Lease in any such
proceeding. This Guaranty shall continue for the entire term and any
renewals of the Lease.
6. No action brought under this Guaranty and no recovery under this Guaranty
shall act as a bar or defense to any further action which might be brought
under this Guaranty by reason of any further default under the terms of
the Lease.
7. No modification of this Guaranty shall be effective unless made in
writing, properly executed by the Guarantor and the Landlord.
8. The Guarantor shall be bound by the Guaranty in the same manner as though
it were the Tenant named in the Lease. The obligations of the Tenant under
the Lease to execute and deliver estoppel statements and financial
statements, as therein provided, shall be deemed to also require the
Guarantor hereunder to do and provide the same statements relative to
Guarantor.
9. All of the terms and conditions of this Guaranty shall extend to and be
binding on the Guarantor, its successors and assigns, and shall inure to
the benefit of and may be enforced by
Page 6 of 8
the Landlord and its successors in interest and assigns, as well as
successors in title to the property on which the leased premises are
located, including, without limitation, any mortgagee of all or any part
of such property.
10. Guarantor shall have no rights of subrogation against Tenant arising from
any payment or performance by Guarantor hereunder until all obligations of
Tenant to Landlord under the Lease have been satisfied and the Lease has
expired or been terminated by Landlord. The Guarantor does hereby
subrogate all existing or future indebtedness of Tenant to Guarantor to
the obligations owed to Landlord under the Lease and this Guaranty.
11. Guarantor shall pay all of Landlord's attorneys' fees (at all pre-trial,
trial, post-trial and appellate levels) and all costs incurred in any
collection or attempted collection or in any negotiations relative to the
obligations hereby guaranteed or in enforcing this Guaranty of Lease
against the Guarantor. If there are two or more guarantors of the Lease,
the obligations of each guarantor shall be joint and several and Landlord
may, at Landlord's option, proceed against Guarantor without proceeding
against any or all of the other guarantors.
12. GUARANTOR AND LANDLORD HEREBY MUTUALLY WAIVE ANY AND ALL RIGHT TO A JURY
TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS GUARANTY. GUARANTOR
further agrees that it shall not interpose any counterclaims in a summary
proceeding or in any action based upon non-payment of rent or any other
obligation of Tenant under the Lease assumed hereunder by Guarantor. This
Guaranty is made and entered into and shall be construed in accordance
with and governed by the laws of the State of Florida.
Page 7 of 8
IN WITNESS WHEREOF the Guarantor has executed the Guaranty under seal,
this 29 day of December, 1999.
WlTNESS: GUARANTOR: Xxxxxx Xxxx
/s/ D. Furrari /s/ Xxxxxx Xxxx
-------------------------- -------------------------------
/s/ Xxxxx X. Xxxxxxxxx
-------------------------- SS No. ###-##-####
------------------------
Driver's License No. and State:
T200-197-36-123-0
-------------------------------
Home Address:
000 XX 000 Xxxxxx
Xxxxxxxx Xxxxx, XX
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