EXHIBIT 10.10
SUBLEASE
THIS SUBLEASE (the "Sublease") is made and entered into as of this 1st
day of June, 1998, by and between BLUE CHIP CASINO, INC., an Indiana corporation
formerly known as INDIANA BLUE CHIP HOTEL & RIVERBOAT CASINO RESORT CORP.
("Sublessor"), and LKQ CORPORATION, a Delaware corporation ("Sublessee").
WITNESSETH
WHEREAS, pursuant to that certain Office Lease dated March 18, 1994 (the
"Master Lease") by and between Savings of America Tower Associates, a California
limited partnership, and GGP Limited Partnership ("GGP"), a Delaware limited
partnership, a portion of the building commonly known as Suite 3300, 000 X.
XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (the "Sublease Premises") was demised and let
to GGP; and
WHEREAS, pursuant to that certain Sublease dated September 19, 1996 (the
"GGP Sublease") by and between GGP and Sublessor, GGP sublet the Sublease
Premises to Sublessor; and
WHEREAS, Xxxx Xxxxxx Bank, an Illinois banking corporation, as Trustee
under Trust No. 94-6161 ("Landlord"), is the successor in interest to Savings of
America Tower Associates and is the Landlord under the Master Lease; and
WHEREAS, Sublessee is a corporation under common control with Sublessor;
and
WHEREAS, Sublessor desires to sublease, subdemise and sublet unto
Sublessee and Sublessee desires to sublease, subhire and take from Sublessor, a
portion of the Sublease Premises, subject to the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the rents hereinafter reserved and
mutual covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Sublessor and
Sublessee hereby agree as follows:
1. SUBLEASE. Sublessor hereby subleases, subdemises and sublets unto
Sublessee, and Sublessee hereby subleases, subhires and takes from Sublessor,
the portion of the Sublease Premises described on Exhibit A hereto for the Term
(as hereinafter defined) and subject to the terms and conditions hereinafter set
forth.
2. TERM. The term of this Sublease (the "Term") shall commence on
June 1, 1998 (the "Sublease Commencement Date"), and shall terminate on July 30,
2004 (the "Expiration Date"), unless sooner terminated as provided herein.
3. MASTER LEASE. This is a Sublease, and this Sublease is subject to
and subordinate in all respects, to the Master Lease. To the extent not
inconsistent with this Sublease, the Master Lease, except for Subparagraphs
1(d), (e), (g), (i), (j) and (k), and Xxxxxxxxxx 0, 00, 00, 00, 00, 00, 00, 00
and Exhibits B and E thereof, is incorporated herein by reference as if fully
set forth herein. Sublessee agrees that nothing herein contained shall be deemed
to grant Sublessee any rights that would conflict with any of the covenants and
conditions of the Master Lease, and
Sublessee agrees that it will do nothing in, on or about the Sublease Premises
which would result in the breach by Sublessor or its undertakings and
obligations under the Master Lease. Except as specifically provided in this
Sublease, nothing contained in this Sublease shall be construed as a guarantee
by Sublessor of any of the obligations, covenants, warranties, agreements or
undertakings of Landlord in the Master Lease, nor as an undertaking by Sublessor
or Sublessee on the same or similar terms as are contained in the Master Lease.
From and after the Sublease Commencement Date, except as set forth herein, with
respect to the Sublease Premises Sublessee agrees to assume and be bound by all
of the covenants and agreements made by Sublessor under the Master Lease and to
perform all of the duties, responsibilities and obligations of the Sublessor
under the Master Lease (the "Master Lease Obligations"), in each case
substituting Sublessor for Landlord (as defined in the Master Lease) and
Sublessee for Tenant (as defined in the Master Lease) under the Master Lease,
and to hold Sublessor harmless from any damages, responsibility or liability
which Sublessor may incur by virtue of Sublessee's occupancy of the Sublease
Premises or any failure of Sublessee to perform under this Sublease, including,
but not limited to, performance of the Master Lease Obligations.
4. GGP SUBLEASE. This Sublease is also subject to and subordinate in
all respects, to the GGP Sublease. To the extent not inconsistent with this
Sublease, the GGP Sublease is incorporated herein by reference as if fully set
forth herein. Sublessee agrees that nothing herein contained shall be deemed to
grant Sublessee any rights that would conflict with any of the covenants and
conditions of the GGP Sublease, and Sublessee agrees that it will do nothing in,
on or about the Sublease Premises which would result in the breach by Sublessor
of its undertakings and obligations under the GGP Sublease. Except as
specifically provided in this Sublease, nothing contained in this Sublease shall
be construed as a guarantee by Sublessor of any of the obligations, covenants,
warranties, agreements or undertakings of GGP in the GGP Sublease, nor as an
undertaking by Sublessor to Sublessee on the same or similar terms as are
contained in the GGP Sublease. From and after the Sublease Commencement Date,
except as set forth herein, with respect to the Sublease Premises Sublessee
agrees to assume and be bound by all of the covenants and agreements made by
Sublessor under the GGP Sublease and to perform all of the duties,
responsibilities and obligations of Sublessor under the GGP Sublease (the "GGP
Sublease Obligations"), and to hold Sublessor harmless from any damages,
responsibility or liability which Sublessor may incur by virtue of Sublessee's
occupancy of the Sublease Premises or any failure of Sublessee to perform under
this Sublease, including, but not limited to, performance of the GGP Sublease
Obligations. From and after the Sublease Commencement Date, except as set forth
herein, with respect to the Sublease Premises, Sublessee shall be entitled to
all of the rights, privileges and benefits of Sublessor under The GGP Sublease.
5. RENT. Sublessee shall pay as rent for the Sublease Premises, the
aggregate of the following, all of which are hereby declared to be "Rent":
(a) BASE RENT. Sublessee shall pay to Sublessor at such place as
Sublessor may from time to time designate, in coin or currency, which, at the
time of payment, is legal tender for private or public debts in the United
States of America, its pro rata portion (as set forth on Exhibit A hereto) of
base rent at the annual rate of $68,250.00 ("Base Rent"). Base Rent shall be
paid in monthly installments of Sublessee's pro rata portion (as set forth on
Exhibit A hereto) of $5,687.50, being one-twelfth of the annual rate, in advance
on or before the first day of each and every month during the Term, without any
set-off or deduction whatsoever, except as expressly
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set forth herein. Base Rent for the Sublease Premises shall be those amounts
specified below at the annual rates and for the time periods specified.
(b) ADDITIONAL RENT.
(1) TAXES AND OPERATING EXPENSES. Sublessee shall pay
any and all sums for its pro rata portion (as set forth on Exhibit
A hereto) of Tenant's Percentage Share (as defined in The Master
Lease) of Taxes (as defined in the Master Lease) and Operating
Expenses (as defined in the Master Lease) that may become due
during the Term. In the event that the Master Lease requires that
payment of Taxes and Operating Expenses in installments, Sublessee
shall pay such installments to Sublessor as and when they become
due.
(2) Sublessee shall pay its pro rata portion (as set
forth on Exhibit A hereto) of any and all additional sums for
heating, ventilating or air-conditioning of the Sublease Premises
as and when such charges may become due. Electricity for the
Sublease Premises shall either be separately metered and Sublessee
shall pay all bills for such electricity directly to the utility
when due, or if not separately metered, Sublessee shall pay to
Sublessor the electric xxxx for the Sublease Premises, as
reasonably determined by Sublessor.
(3) Any sums due to Sublessor by Sublessee or due to GGP
or Landlord by Sublessor under this Sublease, the GGP Sublease or
under the Master Lease which are not Base Rent shall be deemed and
considered to constitute "Additional Rent".
6. EXTENSION OPTION. If Sublessee desires to occupy and sublease the
entire "Sublease Premises" (as defined in the GGP Sublease), Sublessee shall
have the right to direct Sublessor to cause GGP to exercise the extension option
set forth in Paragraph 33 of the Master Lease upon the following terms and
conditions: (a) Sublessee shall deliver to Sublessor written notice of
Sublessee's election to extend the Term not less than fourteen (14) months prior
to the expiration of the Term and such notice shall specify whether Sublessee is
requesting Sublessor to elect to extend for five (5) years or ten (10) years;
(b) Sublessee shall pay any and all Rent (as defined in the Master Lease) for
any such extension period; (c) Sublessee shall pay any and all costs and
expenses of Sublessee or Sublessor in connection with such election to extend,
including, without limitation reasonable Sublessor's attorneys' fees for review
of any documentation or notices, not to exceed $1,000.00; and (d) Sublessor
shall not be liable to Sublessee for any failure or refusal by Landlord or GGP
to extend the term of the Master Lease. Notwithstanding the foregoing, to the
extent that Landlord agrees to accept notice and performance by Sublessee, and
provided that Sublessee simultaneously delivers a copy of any notice to
Sublessor, Sublessee shall have the right to exercise the extension option
described above in accordance with the terms of the Master Lease, but subject to
the provisions of clauses (b), (c) and (d) of this paragraph.
7. TERMINATION OPTION. If Sublessor intends to exercise the
"Termination Option" described in Paragraph 22 of the GGP Sublease and Paragraph
32 of the Master Lease, Sublessor shall provide to Sublessee at least fifteen
days' notice prior to any such exercise, and Sublessee
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may then elect to take possession of the entire Sublease Premises by assuming
all of the rights and obligations of Sublessor under the GGP Sublease and the
Master Lease.
8. MISCELLANEOUS.
(a) NO WAIVER. The failure of either party to insist on strict
performance of any covenant or condition hereof, or to exercise any option
contained herein, shall not be construed as a waiver of such covenant, condition
or option in any other instance.
(b) MEMORANDUM OF LEASE. Sublessee shall not record this Sublease or
any memorandum hereof.
(c) GOVERNING LAW. This Sublease has been negotiated, executed and
delivered in the State of Illinois, and the parties agree that the rights and
obligations of the parties under this Sublease shall be governed and construed
in accordance with the laws of the State of Illinois.
(d) SUCCESSOR AND ASSIGNS. Each provision of this Sublease shall
extend to and shall bind and inure to the benefit not only of Sublessor and
Sublessee, but also their respective successors and assigns, but this provision
shall not operate to permit any transfer, assignment, mortgage, encumbrance,
lien, charge or subletting contrary to the provisions of the Master Lease, the
GGP Sublease or of this Sublease. The terms "GGP", "Tenant" and "Landlord" as
employed herein shall include and refer to the respective successors and assigns
under the Master Lease or the GGP Sublease of the parties so identified in the
Master Lease.
(e) AMENDMENTS. No modification, waiver or amendment of this Sublease
or of any of its conditions shall be binding upon Sublessor or Sublessee unless
in writing signed by both parties.
(f) TIME OF ESSENCE. Time is of the essence of this Sublease and each
and all of the provisions thereof.
(g) SEVERABILITY. The invalidity of any of the provisions of this
Sublease will not impair or affect in any manner the validity, enforceability or
effect of the rest of the Sublease.
(h) ENTIRE AGREEMENT. All understandings and agreements, oral or
written, heretofore made between the parties hereto are merged in this Sublease,
which alone fully and completely expresses the agreement between Sublessor and
Sublessee.
(i) RELATIONSHIP BETWEEN THE PARTIES. This Sublease does not create
the relationship of principal and agent, nor does it create any partnership,
joint venture, or any association or relationship between Sublessor and
Sublessee other than as and to the extent specifically provided in this
Sublease, the sole relationship of Sublessor and Sublessee being that of
sublandlord and subtenant as provided in this Sublease.
(j) REMEDIES CUMULATIVE. Except as specifically provided herein, all
rights and remedies of Sublessor under this Sublease shall be cumulative and
none shall exclude any other rights and remedies allowed by law.
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(k) CONFLICT. In the event that any of the Terms and provisions of
this Sublease vis-a-vis Landlord are inconsistent with the Master Lease, the
terms and provisions of the Master Lease shall control. In the event that any of
the Terms and provisions of this Sublease vis-a-vis GGP are inconsistent with
the GGP Sublease, the terms and provisions of the GGP Sublease shall control.
(l) INSURANCE. Each of Sublessor and Sublessee shall name the other as
an additional insured on its respective commercial insurance policies relating
to the Sublease Premises.
(m) NOTICES. Sublessor shall deliver to Sublessee a copy of all
notices received by Sublessor which relate to the GGP Sublease or the Master
Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of
the day and year first above written.
SUBLESSOR:
BLUE CHIP CASINO, INC.,
an Indiana corporation
By: /s/ Xxxx X. XxXxxxx
-------------------------------------
Xxxx X. XxXxxxx
Senior Vice President
SUBLESSEE:
LKQ CORPORATION,
a Delaware corporation
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
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EXHIBIT A
Each month Sublessee shall promptly reimburse Sublessor the "LKQ
Percentage" (as hereinafter defined) of the following actual monthly operating
expenses incurred by Sublessor relating to the Sublease Premises: (a) "Rent" as
defined in the GGP Sublease (includes base rent, operating expenses, and real
estate taxes); (b) furniture, fixtures arid equipment costs; (c) copy machine
expenses; (d) utility bills; and (e) kitchen supplies.
As of the Sublease Commencement Date, Sublessee shall occupy six offices
or workstations in the Sublease Premises, and the LKQ Percentage shall be 32%.
Each month in which Sublessee occupies any additional office, workstation
or similar work area (each a "Space") in the Sublease Premises, the LKQ
Percentage shall be adjusted for such month and determined by dividing the
number of Spaces occupied by Sublessee by the sum of all Spaces occupied by
Sublessor and Sublessee.
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