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EXHIBIT 10.69
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT is entered into as of the 31st day of May 1999,
(but effective as specified below in Paragraph 2), by and between Xxxxxxxxx
Industries, L.P., a Texas Limited Partnership, as Sublessor and Directory
Distributing Associates, Inc., a Missouri Corporation, as Sublessee.
1. Sublessor hereby leases to Sublessee, and Sublessee hereby leases
from Sublessor, approximately 45,200 square feet of office/warehouse space
more commonly know as Building 4, 000 Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxxx,
Xxxxx 00000 (the "Premises"), as further described on attached Exhibit "A".
2. The term of this Sublease shall commence upon occupancy of the
premises by Sublessee or on June 1, 1999, whichever shall first occur, and
end on April 30, 2004 (i.e., 59 months).
3. Sublessee shall pay to Sublessor as rent for the Premises, $10,735
per month for months 1 through 35 and $11,300 per month for months 36
through 59, payable on or before the first day of each month.
4. Sublessee hereby waives any claims against Sublessor with respect
to the space and improvements covered by Lease and accepts the Premises in
"as is" condition except as noted on attached Exhibit "B".
5. Except as modified herein, Sublessee hereby agrees to observe and
perform all duties, covenants and obligations of Sublessor under that
certain Lease of the Premises between Sublessor, as Tenant, and Fountain
Parkways, Ltd., as Landlord, and any amendments thereto, a full and
complete copy attached as "Exhibit C" and Sublessee hereby acknowledges
receipt hereof (the "Lease"), and any failure by Sublessee to so observe
and perform such duties, covenants, and obligations shall be a default
hereunder.
6. Sublessee warrants and represents to Sublessor and Landlord that
the leased premises shall be used and occupied only for the purposes of
office storage and distribution of phone books associated with Sublessee's
business.
7. Nothing contained herein shall relieve Sublessor of any liability
it may have as Tenant under the Lease.
8. In the event of default (as described in the Lease or herein) by
Sublessee hereunder, Sublessor shall have all of the remedies of Landlord
set forth in the Lease.
9. Sublessee herewith tenders to Sublessor the sum of $33,335. (the
"Funds") to be applied as follows:
(a) $10,735. shall be applied to the first month's rental due
hereunder:
(b) $22,600. Shall be held by Sublessor without obligation to pay
interest as a Security Deposit for Sublessee's faithful
performance of its obligations hereunder. If Sublessee defaults
in the payment of rent or in performing any of its obligations
hereunder Sublessor may apply said Security Deposit or any
portion thereof, to cure such default, and within 10 days of
Sublessor's notice that the Security Deposit has been reduced by
such application, Sublessee shall deposit with Sublessor such
amount as may be necessary to restore the Security Deposit.
Sublessor agrees to apply $11,300 of Security Deposit or balance
thereof to the rental payment due by Sublessee for the last
calendar month of the term of this Sublease.
Initials: GG
GB
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10. Sublessee shall pay rent to Sublessor, at the following address:
Xxxxxxxxx Industries, L.P.
000 Xxxxxxxx Xxxxxxx
Xxxxx Xxxxxxx, Xxxxx 00000
11. Landlord shall notify Sublessor of any items of default by
Sublessee or Lessee under the Lease and Sublessor shall have fifteen (15)
days to cure such items of default, or as specified in Lease.
12. Sublessor shall pay to Xxxxxx Xxxx Company, "Principal Realtor," a
commission for negotiating this Sublease equal to six percent (6%) of the
total rent to become due to Sublessor during the term of this Sublease
Agreement. One-half of commissions shall be paid upon execution and receipt
of the funds by Sublessor and balance of commission shall be paid by August
1, 1999.
13. Sublessor shall deliver the facility in a broom-clean condition.
14. Sublessee shall not assign this Sublease or sublet the premises
without the prior written consent of both Sublessor and Landlord.
SUBLESSOR: SUBLESSEE:
Xxxxxxxxx Industries, L.P. Directory Distributing Associates, Inc.
By: /s/ XXXXX XXXXXXXXX By: /s/ XXXX X. XXXXXX
----------------------------- -----------------------------------
Xxxxx Xxxxxxxxx
CEO of Xxxxxxxxx Operating Printed Name: Xxxx X. Xxxxxx
Corp., its General Partner -------------------------
000 Xxxxxxxx Xxxxxxx Title: Vice President
Xxxxx Xxxxxxx, Xxxxx 00000 --------------------------------
Address: 000 Xxxxxxxxx Xxxxx Xx.
------------------------------
Xxxxxxxxx, XX 00000
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PRINCIPAL REALTOR: COOPERATING REALTOR:
Xxxxxx Xxxx Company Bradford Companies
By: /s/ XXXX [ILLEGIBLE] By: /s/ XXXXX XXXXX
----------------------------- -----------------------------------
Xxxxx Xxxxx
Vice President
Bradford Realty Services
of Dallas, Inc.
APPROVED:
FOUNTAIN PARKWAY, LTD.
By: Inner Fountain, Inc., its General
Partner
By: /s/ XXXXXXXX X. XXXXX
-----------------------------
By: Xxxxxxxx X. Xxxxx, President
Date: 5-10-99
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Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
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EXHIBIT A
[SITE PLAN]
000 Xxxxxxxx Xxxxxxx
XXXXX XXXXXXX, XXXXX 00000
Initials: GG
GB
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EXHIBIT B
LEASE MODIFICATIONS &
LEASEHOLD IMPROVEMENTS
1. Toilet facilities as currently installed will be in good working order at
time of occupancy.
2. Lights and mechanical systems as currently installed will be in good
working order at time of occupancy.
3. Sublessor at Sublessor's expense will install a demising wall in xxxxxxx-
like manner at northwest corner of Premises similar in construction
to current demising wall at southwest corner of Premises.
4. Sublessor at Sublessor's expense will install:
o Two (2) new dock-high garage doors (10'x 8') with bumper pads at south
end of Premises.
o Approximately 750 sq. ft. of reinforced concrete paving from new dock
doors to existing asphalt paving.
5. Sublessee's monthly payment shall be inclusive of building taxes and
insurance of Premises without adjustment for Base Operating Year Expenses.
Sublessee shall be responsible for insurance and taxes of Sublessee
property and inventory.
6. Sublessor shall pay for Common Area Maintenance and electric, water and gas
services, if any, for the Premises.
7. Sublessor shall pay for monthly alarm fee for the Premises. Sublessor shall
not be responsible for maintenance, additions nor modifications to alarm
system in Premises. Sublessor shall not be responsible for security of
Sublessee property, inventory nor Premises.
8. Sublessor shall be granted access to Premises for security, maintenance,
and normal business operations.
Initials: G
GB
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MODIFICATION AND RATIFICATION OF SUBLEASE
This Modification and Ratification of Sublease Agreement is made and entered
into between Xxxxxxxxx Industries, L.P. ("Sublessor") and Directory Distributing
Associates, Inc. ("Sublessee") subject to the terms and conditions of the
Sublease Agreement commencing the 1st day of June 1999 by and between Sublessor
and Sublessee for and in consideration of One Dollar ($ 1.00) and other good and
valuable consideration, receipt of which is hereby acknowledged.
WITNESSETH;
1. Sublessor and Sublessee hereby confirm and ratify, except as modified
below, all of the terms, conditions and covenants in that certain Sublease
Agreement commencing on June 1, 1999, between Sublessor and Sublessee for
the rental of the property at 000 Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxx
containing approximately 45,200 square feet.
2. Sublessee represents that use of premises is for storage and distribution
of printed material; Sublessee will notify Sublessor of any change of use.
3. Sublessor and Sublessee agree to modify Article 14 of Sublease Article
9.02, and Article 9.03 of Lease and any other pertinent provisions, subject
to Landlord's approval below, to allow Southwestern Xxxx Yellow Pages
("SWBYP") the right to assume all obligations of the Sublessee under this
Sublease Agreement.
GG, GB
4. Sublessor and Sublessee agree to modify Article 15.03 of Lease, subject to
Landlord's approval below, to substitute all references to "Paragraph
16.03" to read "Paragraph 15.03".
5. Sublessor and Landlord, by approval below, represent and warrant that
subject sublease space has neither asbestos hazard nor other hazardous or
toxic substances. Sublessor and Landlord further agree to indemnify,
defend and hold harmless Sublessee and its officers, employees and agents
from any claims, fines, penalties or loss which arise in connection with
the presence or suspected presence of hazardous or toxic substances in the
premises prior to occupancy and not due to the Sublessee's operation.
6. This Modification and Ratification of Sublease is not effective until
execution by and delivery to Sublessor, Sublessee and Landlord.
EXECUTED THIS 10th DAY OF JUNE 1999.
SUBLESSOR: Xxxxxxxxx Industries, L.P.
BY:/s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx, Chief Executive Officer
of Xxxxxxxxx Operating Corp., its General Partner
EXECUTED THIS 9th DAY OF JUNE 1999.
SUBLESSEE: Directory Distributing Associates, Inc.
BY:/s/ XXXX X XXXXX
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TITLE: Vice President
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ADDRESS: 000 Xxxxxxxxx Xxxxx Xx
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Xxxxxxxxx, XX 00000
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APPROVED THIS 11th DAY OF JUNE 1999.
LANDLORD: Fountain Parkway, Ltd.
BY:
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Xxxxxxxx X. Xxxxx, President
Inner Fountain, Inc., its General Partner
