Real Estate Sublease
THIS REAL ESTATE SUBLEASE ("Sublease") entered into this as of this 2nd
day of October, 2000 by and between Playboy Enterprises, Inc., as Sublandlord
("PEI") and Infinity Resources, Inc. an Illinois corporation, as Subtenant.
1. Definitions. All capitalized terms herein shall have the same meanings
given to them as follows and as elsewhere herein defined. Capitalized terms not
defined in this Sublease shall have the meanings given to them in the Lease:
a. "Commencement Date" means the date on which this Sublease shall
commence, being the 2nd day of October, 2000.
b. "Construction Provisions" means those provisions in the Lease
relating to the construction of the Building of which the Premises are a
part, including, but not limited to Article IV. Such Construction
Provisions shall have no applicability in determining Subtenants rights
and obligations hereunder.
c. "Lease" means that certain Industrial Building Lease dated as of
September 6, 1996 between PEI as Tenant and Centerpoint Properties
Corporation as Landlord, together with any and all modifications thereof
and amendments thereto, a copy of which is attached hereto as Exhibit A.
d. "Premises" means that area of the Building , commonly known as
000 X. Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000 being occupied by PEI as of
the date hereof and consisting of a portion of the Building containing
approximately 106,038 square feet .
e. "Rent" means all sums of every kind and nature payable by
Subtenant under this Sublease which sums shall be equal to any and all
sums due from PEI to Landlord under the Lease.
f. "Termination Date" means the date on which this Agreement shall
terminate being that date which is co-terminus with the expiration or
termination of the Lease, irrespective of whether or not Lease expires
according to its terms or is terminated for any reason prior thereto.
2. Sublease Grant and Payment of Rent. For and in consideration of the
payment of the Rent, the timely performance and satisfaction by Subtenant of
each and all obligations on the part of PEI to be performed under the Lease, and
the other agreements and covenants herein contained, PEI hereby subleases to
Subtenant and Subtenant hereby subleases from PEI the Premises in their current
"as is" condition, all in accord with the terms and conditions set forth herein.
Subtenant hereby acknowledges that it has received a copy of the Lease, has
reviewed and understands same, and agrees to be bound thereby to the same extent
as PEI. Notwithstanding anything herein contained or contained in the Lease to
the contrary, all Rent
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due from Subtenant to PEI shall be paid by Subtenant to PEI no later than five
(5) days prior to the time that the same shall become payable by PEI to
Landlord.
3. Incorporation of Lease and Inapplicable Provisions. The Lease is hereby
incorporated into this Sublease the same as if fully set forth herein. No
repetition herein of any provision of the Lease shall be construed to exclude
any other provision of the Lease; provided, however, none of the provisions of
the Lease relating to construction of the Building, including, but not limited
to, Article IV, and Sections 1.1 E., F., H., I., J., K., Q., R., S., V., and W.,
shall be applicable to this Sublease. In addition, other provisions of the Lease
as elsewhere herein described shall be inapplicable to this Sublease.
4. Term. The Term of this Sublease shall commence on the Commencement Date
and end on the Termination Date; provided, however, notwithstanding anything
contained in the Lease to the contrary, Subtenant shall have no right to
exercise any renewal or expansion options as set forth in Articles XXXI, XXXII
or XXXIII of the Lease.
5. Subtenant Undertakings. In addition to Subtenant's obligations
elsewhere herein set forth, Subtenant agrees that it will promptly and
diligently do and perform each and all of the following:
a. Fulfill each and every obligation of PEI under the Lease, the
same as if Subtenant were the Tenant under the Lease.
b. In the event Subtenant is unable to perform any of its
obligations hereunder, to promptly so notify PEI in writing appraising PEI
of the extent of such inability.
c. Promptly pay all Rent at such times and in such amounts as the
same shall become due as determined under the Lease. Unless otherwise
directed in writing by PEI, Subtenant shall pay all Rent to PEI at 000 X.
Xxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxx Xxxxxxxxx. If
the Rent or any installment thereof is paid to anyone other than to PEI,
Subtenant shall promptly provide PEI with a copy of each such payment at
the time each such payment is made.
6. Security Deposit. Subtenant has not posted any security deposit with
PEI. Subtenant shall not be entitled to any portion of PEI's Security Deposit
posted with the Landlord at the inception of the Lease.
7. Events of Default. Events of Default under the Lease shall constitute a
default under this Sublease. In addition, any default in the performance of any
obligation by Subtenant hereunder shall be constitute an Event of Default under
this Sublease whereupon PEI shall be entitled to exercise against Subtenant any
and all of the rights of Landlord as set forth in Article
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XX of the Lease in the same manner and to the same extent as described therein
and in Articles XXI and XXII of the Lease.
8. Quiet Enjoyment. So long as Subtenant has faithfully and diligently
performed all of its obligations and is not in default hereunder or has acted or
failed to act in such a manner or done any thing or failed to do anything as
would create a default under the Lease, Subtenant shall, during the Term be
entitled to peaceably and quietly have, hold and enjoy the Premises subject to
the terms, covenants, conditions and provisions hereof. In addition, in the
event that PEI shall default in its obligations under the Lease, Subtenant may
cure any such defaults in the name and stead of PEI and thereupon receive a
like-kind credit against it obligations next due to PEI hereunder.
9. Conflict between Lease and Sublease. In the event of any conflict
between this Sublease and the Lease, this Sublease shall control.
10. Captions. The captions of this Sublease are for convenience only and
are not to be construed as a part of this Sublease nor shall they be construed
as defining or limiting in any way the scope or intent of the provisions hereof.
11. Amendments To Be In Writing. No modification of this Sublease or the
Lease shall be effective unless in writing and signed by PEI and Subtenant if
the same purports to be an amendment to this Sublease or signed by PEI and
Landlord if the same purports to be an amendment of the Lease.
12. Relationship Of Parties. Nothing contained herein shall be deemed or
construed by the parties nor any third party to create any relationship between
the parties except that of sub-landlord and subtenant.
13. Brokerage. Subtenant warrants that it has had no dealings with any
real estate broker or agent in connection with this Sublease. Subtenant hereby
covenants to pay, hold harmless, defend and indemnify PEI from and against any
and all costs, expenses, and liabilities for any compensation, commission or
other amount claimed by any real estate broker or agent with respect to this
Sublease.
14. Authority. Each of the parties hereby represents to the other that all
actions necessary to the execution and deliver of this Sublease have been duly
taken. Simultaneously with the execution and delivery hereof by Subtenant,
Subtenant will deliver to PEI:
a. Certified copies of Resolutions of the Board of Directors of Subtenant
authorizing the execution and deliver hereof.
b. A Certificate of Incumbency executed by the secretary of Subtenant
identifying by name the officers of Subtenant holding the authority to
execute and deliver this Sublease.
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c. A current Certificate of Good Standing issued by the Secretary of
State of the state in which Subtenant is incorporated.
15. Environmental Representation. PEI hereby represents and warrants to
Subtenant that, to the best of its knowledge, it has done nothing in or about
the Premises which would result in any environmental contamination requiring
remediation. Except for the immediately foregoing, PEI makes nor has it made any
other representation or warranty respecting the environmental condition of the
Premises, the Building or the Land. Subtenant hereby acknowledges that PEI has
previously furnished to Subtenant a copy of the Environmental Assessment dated
19 August 1996 prepared for Center Point Properties by Alpha Environmental, Inc.
Subtenant further acknowledges that it has reviewed the Environmental
Assessment.
16. Insurance. Subtenant shall procure and maintain insurance in accord
with the provisions of Article IX of the Lease and shall comply with the
provisions of Article IX in all respects. In addition, (i)Tenant shall cause the
insurance policies obtained by Subtenant to name Landlord and Sublandlord as
additional insureds as their respective interests may appear; and (ii) all
insurance policies procured by Tenant shall provide that the same may not be
cancelled except upon thirty (30) days prior notice to Sublandlord.
IN WITNESS WHEREOF the parties have executed this Sublease as of the date
first set forth above.
Subtenant: Sublandlord:
Infinity Resources, Inc. Playboy Enterprises, Inc.
By: s/Xxxxxx Xxxxxx By: s/Xxxxxx Xxxxxxx
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Its: CEO Its: Executive Vice President
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