Exhibit 10.10
ELEVENTH AMENDMENT TO LEASE
THIS ELEVENTH AMENDMENT, made as of 23rd day of January, 2001, to that certain
LEASE, dated November 5, 1986, by and between LOCKERBIE VERMONT, L.L.C. (f/k/a
Vermont Street Associates, L. P. (f/k/a Vermont Street Associates), as
landlord, and CENTILLION DATA SYSTEMS, INC. (f/k/a Compucom Communications
Corporation (f/k/a Compucom Development Corporation), as tenant, as amended by
that certain AMENDMENT TO LEASE, dated December 1, 1986, and that certain
AMENDMENT TO LEASE, dated March 31, 1987, and that certain AMENDMENT OF LEASE,
dated September 30, 1987 and, that certain FOURTH (sic) AMENDMENT OF LEASE,
dated May 26, 1989, and that certain SIXTH AMENDMENT OF LEASE, dated October 1,
1991, and that certain SEVENTH AMENDMENT TO LEASE, dated June 13, 1995, and that
certain EIGHTH AMENDMENT TO LEASE, dated June 18, 1996, and that certain NINTH
AMENDMENT TO LEASE, dated January 6, 1999, and that certain TENTH AMENDMENT TO
LEASE, dated March 25, 1999 by and between such parties (collectively, the
"Lease"; all capitalized terms used but not defined herein having the meanings
ascribed to them in the Lease),
W I T N E S S E T H
THAT WHEREAS, Landlord and Tenant are parties to the Lease; and
WHEREAS, the parties desire to amend the Lease as hereinafter provided,
and upon and subject to the terms and conditions hereinafter set forth,
NOW, THEREFORE, in consideration of the premises and their mutual
undertakings, the parties hereby agree as follows:
1. Section 2.01 ("Definitions") subsection (b) ("Leased
Premises") is hereby amended by adding the following to be
and read as follows:
(b) .... "As of March 1, 2001, the Leased Premises shall
consist of 20,003 rentable square feet of office
space located in Suite 200 and as designated on
Exhibit A-5.
2. Section 2.01 ("Definitions") subsection (h) ("Tenant"s
Proportionate Share") is hereby amended by deleting such
section in its entirety and inserting the following in lieu
thereof:
(h) Tenant's Proportionate Share: As of March 1, 2001 the
Leased Premises constitute (i) 32.8672% of the total
rentable square footage of the office portion of the
Building for the purposes of assessing Excess
Operating Cost, and (ii) 19.6536% of the total
rentable square footage of the Building for the
purposes of assessing Impositions.
3. Section 3.02 ("Preparation of the Leased Premises") is hereby
amended by deleting such section in its entirety and inserting
the following in lieu thereof:
Section 3.02 Preparation of the Leased Premises: Landlord
shall have no obligation to perform or complete the work
required for preparation of the Leased Premises for Tenant's
occupancy. Tenant shall complete the work for preparation
of the Leased Premises. Such cost shall include any and
all costs to access the common areas in a manner suitable for
marketing the balance of the available space on the second of
the Building. Tenant may use the remaining tenant improvement
funds. The total remaining funds available to Tenant for
preparation of the Leased Premises as defined in the Ninth
Amendment to Lease equals Zero Dollars ($0.00).
4. This Eleventh Amendment is subject to Mortgagee's approval. Landlord
shall use reasonable efforts to obtain Mortgagee's approval hereof as soon as
possible, and in any event within thirty (30) days, after the
date hereof. In the event notice of disapproval by Mortgagee of this Eleventh
Amendment is received within thirty (30) days after the date hereof, this
Eleventh Amendment shall be null, void, and of no further force or effect. "
5. Subject to the provisions of paragraph 2, this Eleventh Amendment
shall be effective as of the date hereof.
6. This Eleventh Amendment may be executed in separate counterparts,
each of which when so executed shall be an original, but all of such
counterparts shall together constitute one and the same instrument.
7. This Eleventh Amendment shall be governed by and subject to the laws
of the State of Indiana.
Except as expressly amended hereby, the Lease shall continue to be and
remain in full force and effect in accordance with its terms, covenants,
conditions and provisions. In the Lease, or any instrument, document or other
consideration executed or delivered in connection therewith, any reference to
the Lease shall be deemed and construed to be a reference to the Lease as
amended hereby.
Signature page to follow.
2
IN WITNESS WHEREOF, the parties have executed this Eleventh Amendment
as of the day and year first above written.
Landlord:
LOCKERBIE VERMONT, L.L.C.
By: /s/ Xxxxxxxxx X. Xxxx
-----------------------------
Xxxxxxxxx X. Xxxx, Class A Member
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State, personally
appeared Xxxxxxxxx X. Xxxx, as a Class A Member of Lockerbie Vermont, L.L.C.,
an Indiana limited liability company, and acknowledged the execution of the
foregoing instrument.
Witness my hand and Notarial Seal this 30th day of January 2001.
XXXXXX XXXXXX /s/ Xxxxxx Xxxxxx
Notary Public ----------------------------------
State of INDIANA (Signature)
Commission Expires SEPT. 17, 2008
Xxxxxx Xxxxxx
----------------------------------
Printed Name Notary Public
Resident of Xxxxxx County
------
My commission expires
9-17-08
---------------------
Tenant:
CENTILLION DATA SYSTEMS, INC.
(f/k/a Compucom Communications Corporation
(f/k/a Compucom Development Corporation))
By: Xxxx X. Xxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxx, President
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State, personally
appeared Xxxx X. Xxxxxxxx, as the President of Centillion Data Systems, Inc., an
Indiana corporation, and acknowledged the execution of the foregoing instrument.
Witness my hand and Notarial Seal this 23rd day of January, 2001.
Xxxxxxxx X. Xxx Xxxxxx
----------------------------------------
(Signature)
Xxxxxxxx X. Xxx Xxxxxx
----------------------------------------
(printed name) Notary Public
My commission expires Resident of Xxxxxx County
11/08/01 ------
----------------------
4
THE 000 X. XXXXXXX BUILDING
----------------------------
EXHIBIT A-5
[GRAPHIC]
Second Floor Plan
TENTH AMENDMENT TO LEASE
THIS TENTH AMENDMENT, made as of 25th day of March, 1999, to that certain LEASE,
dated November 5, 1986, by and between LOCKERBIE VERMONT, L.L.C.(f/k/a Vermont
Street Associates, L. P. (f/k/a Vermont Street Associates)), as landlord, and
CENTILLION DATA SYSTEMS, INC. (f/k/a Compucom Communications Corporation (f/k/a
Compucom Development Corporation)), as tenant, as amended by that certain
AMENDMENT TO LEASE, dated as of December 1, 1986, by and between such parties,
that certain AMENDMENT TO LEASE, dated as of March 31, 1987, by and between such
parties, that certain AMENDMENT OF LEASE, dated as of September 30, 1987, by and
between such parties, that certain FOURTH (sic) AMENDMENT OF LEASE, dated as of
May 26, 1989, by and between such parties, that certain SIXTH AMENDMENT OF
LEASE, dated as of October 1, 1991, by and between such parties, and that
certain SEVENTH AMENDMENT TO LEASE, dated as of June 13, 1995, by and between
such parties, and that certain EIGHTH AMENDMENT TO LEASE, dated as of June 18,
1996, by and between such parties and that certain NINTH AMENDMENT TO LEASE,
dated January 6, 1999 (collectively, the "Lease"; all capitalized terms used but
not defined herein having the meanings ascribed to them in the Lease),
W I T N E S S E T H
THAT WHEREAS, Landlord and Tenant are parties to the Lease; and
WHEREAS, the parties desire to amend the Lease as hereinafter provided,
and upon and subject to the terms and conditions hereinafter set forth,
NOW, THEREFORE, in consideration of the premises and their mutual
undertakings, the parties hereby agree as follows:
1. Section 2.01 ("Definitions") subsection (g) ("Basic Operating Cost
of the Building") of the Lease is hereby amended by deleting such section in its
entirety and inserting the following in lieu thereof:
"(g) Basic Operating Cost of the Building: Three Hundred
Twenty-Five Thousand Two Hundred Nineteen Dollars and
Ninety-Six Cents ($325,219.96)."
2. Section 18.12 ("Lender's Approval") is hereby added as a new section
to be and read as follows:
"Section 18.12. LENDER'S APPROVAL. This Tenth Amendment is subject to
Mortgagee's approval. Landlord shall use reasonable efforts to obtain
Mortgagee's approval hereof as soon as possible, and in any event within thirty
(30) days, after the date hereof. In the event notice of disapproval by
Mortgagee of this Tenth Amendment is received within thirty (30) days after the
date hereof, this Tenth Amendment shall be null, void, and of no further force
or effect. "
3. Subject to the provisions of paragraph 2, this Tenth Amendment shall
be effective as of the date hereof.
4. This Tenth Amendment may be executed in separate counterparts, each
of which when so executed shall be an original, but all of such counterparts
shall together constitute one and the same instrument.
5. This Tenth Amendment shall be governed by and subject to the laws of
the State of Indiana.
Except as expressly amended hereby, the Lease shall continue to be and
remain in full force and effect in accordance with its terms, covenants,
conditions and provisions. In the Lease, or any instrument, document or other
consideration executed or delivered in connection therewith, any reference to
the Lease shall be deemed and construed to be a reference to the Lease as
amended hereby.
IN WITNESS WHEREOF, the parties have executed this Tenth Amendment as
of the day and year first above written.
Landlord:
LOCKERBIE VERMONT, L.L.C.
By: /s/ Xxxxxxxxx X. Xxxx
------------------------------------
Xxxxxxxxx X. Xxxx, Class A Member
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State, personally
appeared Xxxxxxxxx X. Xxxx, as a Class A Member of Lockerbie Vermont, L.L.C., an
Indiana limited liability company, and acknowledged the execution of the
foregoing instrument.
Witness my hand and Notarial Seal this 25th day of March 1999.
XXXXXXXX X. XXXXXX /s/ Xxxxxxxx X. Xxxxxx
Notary Public ----------------------------------
State of Indiana (Signature)
Commission Expires SEPT 18 2000
Xxxxxxxx X. Xxxxxx
----------------------------------
Printed Name Notary Public
Resident of Xxxxxx County
------
My commission expires
9-18-00
---------------------
Tenant:
CENTILLION DATA SYSTEMS, INC.
(f/k/a Compucom Communications Corporation
(f/k/a Compucom Development Corporation))
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Xxxx X. Xxxxxxxx, President
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State, personally
appeared Xxxx X. Xxxxxxxx, as the President of Centillion Data Systems, Inc.,
an Indiana corporation, and acknowledged the execution of the foregoing
instrument.
Witness my hand and Notarial Seal this 25th day of March 1999.
/s/ Xxxxx X. Xxxxx
-------------------------------
(Signature)
[SEAL]
My commission expires
8-06-2006
------------------------- Xxxxx X. Xxxxx
-------------------------------
(printed name) Notary Public
Resident of Xxxxxx County
------
3
NINTH AMENDMENT TO LEASE
THIS NINTH AMENDMENT, made as of 6th day of January, 1999, to that certain
LEASE, dated November 5, 1986, by and between LOCKERBIE VERMONT, L.L.C. (f/k/a/
Vermont Street Associates, L. P. (f/k/a Vermont Street Associates)), as
landlord, and CENTILLION DATA SYSTEMS, INC. (f/k/a Compucom Communications
Corporation (f/k/a Compucom Development Corporation)), as tenant, as amended by
that certain AMENDMENT TO LEASE, dated as of December 1, 1986, by and between
such parties, that certain AMENDMENT TO LEASE, dated as of March 31, 1987, by
and between such parties, that certain AMENDMENT OF LEASE, dated as of September
30, 1987, by and between such parties, that certain FOURTH (sic) AMENDMENT OF
LEASE, dated as of May 26, 1989, by and between such parties, that certain SIXTH
AMENDMENT OF LEASE, dated as of October 1, 1991, by and between such parties,
and that certain SEVENTH AMENDMENT TO LEASE, dated as of June 13, 1995, by and
between such parties, and that certain EIGHTH AMENDMENT TO LEASE, dated as of
June 18, 1996, by and between such parties (collectively, the "Lease"; all
capitalized terms used but not defined herein having the meanings ascribed to
them in the Lease),
W I T N E S S E T H
THAT WHEREAS, Landlord and Tenant are parties to the Lease; and
WHEREAS, the parties desire to amend the Lease as hereinafter provided,
and upon and subject to the terms and conditions hereinafter set forth,
NOW, THEREFORE, in consideration of the premises and their mutual
undertakings, the parties hereby agree as follows:
1. Section 1.02 ("Optional Expansion") is hereby deleted in its
entirety.
2. Section 2.01 ("Definitions") subsection (b) ("Leased Premises") is
hereby amended by deleting the first sentence in its entirety and inserting the
following in lieu thereof:
"(b) As of January 1, 1999, the Leased Premises shall
consist of 38,758 rentable square feet of office space, comprising
of Suite 300 containing 30,076 rentable square feet (29,862 usable
square feet) which consists of 20,741 rentable square feet (the
"Original Leased Premises, 0xx Xxxxx") and 9,335 rentable square
feet (the "Unconditional Expansion Space") and Suite 240 containing
8,682 rentable square feet (8,620 usable square feet) ("the
Original Leased Premises, 2nd Floor") as designated on the plan
attached as Exhibit A-4."
3. Section 2.01 ("Definitions") of the Lease is hereby amended by
deleting subsection (h) ("Tenant's Proportionate Share") thereof in its
entirety, and inserting the following in lieu thereof:
"(b) Tenant's Proportionate Share: The Leased Premises
constitute (i) 64.4334% of the total rentable square footage of
the office portion of the Building for purposes of assessing
Excess Operating Cost (as hereinafter defined) pursuant to
Section 5.03, and (ii) 38.3477% of the total rentable square
footage of the Building for purposes of assessing Impositions (as
hereinafter defined) pursuant to Section 5.06. If the total
rentable square footage of the Building and/or the office portion
thereof increases, Tenant's Proportionate Share shall be reduced
proportionately. In no event shall Tenant's Proportionate Share
be increased except as provided in Section 17.13."
4. Section 3.02 ("Preparation of Leased Premises") is hereby amended by
deleting such section in its entirety and inserting the following in lieu
thereof:
"Section 3.02. PREPARATION OF LEASED PREMISES. Landlord shall prepare
the Leased Premises for Tenant's occupancy as defined in the Landlord's Work
Letter ("Work Letter") attached hereto as Exhibit
B-1 and by this reference incorporated herein. Landlord shall contribute an
amount not to exceed $40,000 toward such construction and space planning.
5. Section 18.12 ("Lender's Approval") is hereby added as a new section
to be and read as follows:
"Section 18.12. LENDER'S APPROVAL. This Ninth Amendment is subject to
Mortgagee's approval. Landlord shall use reasonable efforts to obtain
Mortgagee's approval hereof as soon as possible, and in any event within thirty
(30) days, after the date hereof. In the event notice of disapproval by
Mortgagee of this Ninth Amendment is received within thirty (30) days after the
date hereof, this Ninth Amendment shall be null, void, and of no further force
or effect. "
6. Subject to the provisions of paragraph 5, this Ninth Amendment shall
be effective as of the date hereof.
7. This Ninth Amendment may be executed in separate counterparts, each
of which when so executed shall be an original, but all of such counterparts
shall together constitute one and the same instrument.
8. This Ninth Amendment shall be governed by and subject to the laws of
the State of Indiana.
Except as expressly amended hereby, the Lease shall continue to be and
remain in full force and effect in accordance with its terms, covenants,
conditions and provisions. In the Lease, or any instrument, document or other
consideration executed or delivered in connection therewith, any reference to
the Lease shall be deemed and construed to be a reference to the Lease as
amended hereby.
2
IN WITNESS WHEREOF, the parties have executed this Ninth Amendment as
of the day and year first above written.
Landlord:
LOCKERBIE VERMONT, LLC
(f/k/a Vermont Street Associates, L.P.
(f/k/a Vermont Street Associates))
By: Indiana Historical Properties, General Partner
By: CMHD Corporation, Managing Partner
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxx, Chairman
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Subscribed and sworn to before me this 6th day of January 1999.
/s/ Xxxxxx Xxxxxx
----------------------------------
(Signature)
Xxxxxx Xxxxxx
----------------------------------
Printed Name Notary Public
Resident of Xxxxxx County
------
My commission expires
Sept. 17, 2000
---------------------
XXXXXX XXXXXX
Notary Public
State of INDIANA
Commission Expires SEPT 17, 2000
Tenant:
CENTILLION DATA SYSTEMS, INC.
(f/k/a Compucom Communications Corporation
(f/k/a Compucom Development Corporation))
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Xxxx X. Xxxxxxxx, President
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Subscribed and sworn to before me this 5th day of January 1999.
/s/ Xxxxx X. Xxxxx
-------------------------------
NOTARY PUBLIC
[SEAL]
My commission expires
8-06-2006
------------------------- Resident of Xxxxxx County
3
EXHIBIT B
Centillion Data Systems, Inc.
Work Letter
(Subject to the limitation of Landlord contribution as indicated within
Section 3.02 of this lease.)
The 000 X. Xxxxxxx Building
----------------------------
Lockerbie Vermont, L.L.C.
[GRAPHIC]
THIRD FLOOR PLAN
DECLARATION OF COMMENCEMENT OF LEASE
WHEREAS, LOCKERBIE VERMONT, L.L.C., hereinafter known as Landlord, and
CENTILLION DATA SYSTEMS, INC., hereinafter known as Tenant, did enter into that
certain Eighth Amendment to Lease dated June 18, 1996 covering Leased Premises
of 20,741 Rentable Square Feet located in Suite 300 of the Sears Building and
8,682 Rentable Square Feet located in Suite 200 of the Sears Building whose
address is 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, and
WHEREAS, Landlord and Tenant do agree and declare that the Leased Premises were
completed and ready for occupancy on June 1, 1996 and that the Commencement Date
of said Eighth Amendment to Lease is hereby set as June 1, 1996, and that the
stated one hundred three (103) month term of said Lease expires on November 30,
2003, and that Rental shall commence to be due and payable on June 1, 1996 and
Agreed and accepted this 9th day of April, 1998.
CENTILLION DATA SYSTEMS, INC. XXXXXX INVESTMENT SERVICES, INC.
d/b/a XXXXXX PROPERTY MANAGEMENT as Agent
for LOCKERBIE VERMONT, L.L.C.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxx Xxxxxxxxx
-------------------------------- --------------------------------
Xxxx X. Xxxxxxxx, President Xxx Xxxxxxxxx, Property Manager
TENANT ESTOPPEL CERTIFICATE
TO: Aetna Life Insurance Company ("Aetna") and/or whom else it may concern:
THIS IS TO CERTIFY THAT:
1. The undersigned is the lessee ("Tenant") under that certain lease dated
November 5, 1986 (the "Lease"), by and between Vermont Street Associates, L. P.,
as lessor ("Landlord"), and Centillion Data Systems, Inc. (f/k/a Compucom
Communications Corp. ), as Tenant, covering those certain premises commonly
known and designated as 7,500 rentable square feet (7,246 usable square feet) of
office space on floor 2 and 21,473 rentable square feet (20,745 usable square
feet) of office space on floor 3 of the building located at 000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx (the "Premises").
2. The Lease is not in default and is valid and in full force and effect on the
date hereof. The Lease is the only lease or agreement between Tenant and
Landlord affecting or relating to the Premises. The Lease represents the entire
agreement between Landlord and Tenant with respect to the Premises. The Lease
has not been modified, changed, altered, assigned, supplemented or amended in
any respect, except as indicated below: Amendments dated December 1, 1986, March
31, 1987, May 10, 1987, September 30, 1987, May 26, 1989, October l, 1991, and
June 13, 1995.
3. Tenant is not entitled to, and has made no agreement(s) with Landlord or its
agents or employees concerning, free rent, partial rent, rebate of rent
payments, credit or offset or deduction in rent, or any other type of rental
concession, including, without limitation, lease support payments or lease
buy-outs, except as indicated below: Free rent from February 13, 1987, to
December 31, 1987.
4. Tenant has accepted and now occupies the Premises, and is and has been open
for business since February 13, 1987. The Lease term began February 13, 1987.
The termination date of the present term of the Lease, excluding unexercised
renewals, is November 30, 2003.
5. Tenant's security deposit is: None. Tenant has paid rent for the Premises for
the period up to and including June 30, 1995. The fixed minimum rent and any
additional rent (including Tenant's share of tax increases and cost of living
increases) payable by Tenant presently (commencing July 1, 1995) is $40,715.22
per month. No such rent has been paid more than two (2) months in advance of its
due date, except as indicated below: None.
6. No event has occurred and no condition exists which, with the giving of
notice or the lapse of time or both, will constitute a default under the Lease.
Tenant has no existing defenses or offsets against the enforcement of the Lease
by Landlord.
7. All conditions under the Lease to be performed by Landlord have been
satisfied except substantial completion of Landlord's Work (as defined in
Seventh Amendment to Lease, dated June 13, 1995) on floor 2. All required
contributions by Landlord to Tenant on account of Tenant's tenant improvements
have been received by Tenant. Tenant has received or will
receive payment or credit for tenant improvement work in the total amount of
$None or if other than cash, describe below: None.
8. The Lease contains, and Tenant has, no outstanding options or rights of first
refusal to purchase the Premises or any part thereof or all or any part of the
real property of which the Premises are a part, except as described below: None.
9. No actions, whether voluntary or otherwise, are pending against Tenant or any
general partner of Tenant under the bankruptcy laws of the United States or any
state thereof.
10. No one except Tenant and its employees occupies the Premises. Tenant has not
sublet the Premises to any sublessee and has not assigned any of its rights
under the Lease, except as indicated below: None.
11. The address for notices to be sent to Tenant is as set forth in the Lease.
12. To the best of Tenant's knowledge, the use, maintenance or operation of the
Premises complies with, and will at all times comply with, all applicable
federal, state, county or local statutes, laws, rules and regulations of any
governmental authorities relating to environmental, health or safety matters
(being hereinafter collectively referred to as the Environmental Laws).
13. The Premises have not been used and Tenant does not plan to use the Premises
for any activities which, directly or indirectly, involve the use, generation,
treatment, storage, transportation or disposal of any petroleum product or any
toxic or hazardous chemical, material, substance, pollutant or waste.
14. Tenant has not received any notices, written or oral, of violation of any
Environmental Law or of any allegation which, if true, would contradict anything
contained herein and there are no writs, injunctions, decrees, orders or
judgments outstanding, no lawsuits, claims, proceedings or investigations
pending or threatened, relating to the use, maintenance or operation of the
Premises, nor is Tenant aware of a basis for any such proceeding.
15. Tenant acknowledges that all the interest of Landlord in and to the Lease is
being duly assigned to Aetna, and that pursuant to the terms thereof, all rent
payments under the Lease shall continue to be paid to Landlord in accordance
with the terms of the Lease unless and until Tenant is notified otherwise in
writing by Aetna or its successors or assigns.
It is particularly noted that:
(a) Under the provisions of the assignment, the Lease cannot be
terminated (either directly or by the exercise of any option which could lead to
termination) or modified in any of its terms, or consent to be given to the
release of any party having liability thereon, without the prior written consent
of Aetna or its successors or assigns, and without such consent, no rent may be
collected or accepted more than two (2) months in advance.
(b) The interest of Landlord in the Lease has been assigned to Aetna
for the purposes specified in the assignment. Aetna, or its successors or
assigns, assumed no duty, liability or obligation whatever under the Lease or
any extension or renewal thereof.
(c) Any notices sent to Aetna or its affiliates should be sent by
registered mail and addressed to: c/o Aetna Investment Group; 000 Xxxxxxxx
Xxxxxx (XX0X); Xxxxxxxx, Xxxxxxxxxxx 00000.
16. Tenant agrees to give any mortgagee and/or trust deed holders ("Mortgagee"),
by registered mail, a copy of any notice of default served upon Landlord,
provided that prior to such notice Tenant has been notified in writing (by way
of Notice of Assignment of Rents and Leases, or otherwise) of the address of
such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure
such default within the time provided for the Lease, then Mortgagee shall have
an additional sixty (60) days within which to cure such default or if such
default cannot be cured within that time, then such additional time as may be
necessary to cure such default shall be granted if within such sixty (60) days
Mortgagee has commenced and is diligently pursuing the remedies necessary to
cure such default (including, but not limited to, commencement of foreclosure
proceedings, if necessary to effect such cure), in which event the Lease shall
not be terminated while such remedies are being so diligently pursued.
17. This certification is made to induce Aetna to make certain fundings, knowing
that Aetna relies upon the truth of this certification in disbursing said funds.
18. The undersigned is authorized to execute this Tenant Estoppel Certificate on
behalf of Tenant.
Dated this 26th day of June, 1995.
CENTILLION DATA SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx, Vice President of Finance
The undersigned hereby certifies that the certifications set forth
above are true as of the date hereof.
VERMONT STREET ASSOCIATES, L. P.
By: Indiana Historical Properties, General Partner
Date: June 26, 1995. By: CMHD Corporation, Managing Partner
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxx, Chairman
SUBORDINATION NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS AGREEMENT is dated the 26th of June, 1995, and is made between
Aetna Life Insurance Company ("Mortgagee") and Centillion Data Systems, Inc.
("Tenant").
R E C I T A L S:
(a) Tenant has entered into a certain lease (the "Lease") dated
November 5, 1986, and amended December l, 1986, March 31, 1987, May 10, 1987,
September 30, 1987, May 26, 1989, October 1, 1991, and June 13, 1995, with
Vermont Street Associates, L. P., as lessor ("Landlord"), covering certain
premises known as 7,500 rentable square feet (7,246 usable square feet) of
office space on floor 2 and 21,473 rentable square feet (20,745 usable square
feet) of office space on floor 3, 000 Xxxxx Xxxxxxx Xxxxxx (the "Demised
Premises") and located in Lockerbie Marketplace 1, Indianapolis, Indiana (the
"Property"); and
(b) Mortgagee has made a mortgage loan in the amount of $6,943,297 (the
"Mortgage") to Landlord, secured by the Property, including the Demised
Premises, and the parties desire to set forth their agreement herein.
NOW, THEREFORE, in consideration of the Demised Premises and of the sum
of ONE DOLLAR ($1.00) by each party in hand paid to the other, the receipt of
which is hereby acknowledged, the parties hereby agree as follows:
1. The Lease is and shall be subject and subordinate to the Mortgage
insofar as it affects the real property of which the Demised Premises form a
part, and to all renewals, modifications, consolidations, replacements and
extensions thereof, to the full extent of amounts secured thereby and interest
thereon.
2. Tenant agrees that it will attorn to and recognize any purchaser at
a foreclosure sale under the Mortgage, any transferee who acquires the Demised
Premises by deed in lieu of foreclosure, and the successors and assigns of such
purchaser(s), as its landlord for the unexpired balance (and any extensions, if
exercised) of the term of the Lease upon the same terms and conditions, set
forth in the Lease.
3. If it becomes necessary to foreclose the Mortgage, Mortgagee will
not terminate the Lease nor join Tenant in summary or foreclosure proceedings so
long as Tenant is not in default under any of the terms, covenants or conditions
of the Lease.
4. If Mortgagee succeeds to the interest of Landlord under the Lease,
Mortgagee shall not be:
a. liable for any act or omission of any prior landlord (including
Landlord); or
b. liable for the return of any security deposit; or
c. subject to any offsets or defenses which Tenant might have against
any prior landlord (including Landlord); or
d. bound by any rent or additional rent which Tenant might have paid
for more that the current month to any prior landlord (including Landlord); or
e. bound by any amendment or modification of the Lease made without its
consent; or
f. bound by any representation or warranty made by any prior landlord
(including Landlord).
5. Tenant agrees to give Mortgagee, by registered mail, a copy of any
notice of default served upon Landlord, provided that prior to such notice
Tenant has been notified in writing (by way of Notice of Assignment of Rents and
Leases, or otherwise) of the address of Mortgagee. Tenant agrees that the
address set forth herein for Mortgagee constitutes such notice. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in the Lease, then Mortgagee shall have an additional sixty (60)
days within which to cure such default or if such default cannot be cured within
that time, then such additional time as may be necessary to cure such default
shall be granted if within such sixty (60) days Mortgagee has commenced and is
diligently pursuing the remedies necessary to cure such default (including, but
not limited to, commencement of foreclosure proceedings, if necessary to effect
such cure), in which event the Lease, shall not be terminated while such
remedies are being so diligently pursued.
6. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed these presents as
of the day and year first above written.
Mortgagee:
Date: June , 1995 AETNA LIFE INSURANCE COMPANY
By:
---------------------------------
Its:
---------------------------------
Address: c/o Aetna Realty Investors, Inc.
000 Xxxxxxxx Xxxxxx (XX0X)
Xxxxxxxx, XX 00000
Tenant:
Date: June 26, 1995 CENTILLION DATA SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxx,
--------------------------------
Xxxxx X. Xxxxxx,
Vice President of Finance
3
EIGHTH AMENDMENT TO LEASE
THIS EIGHTH AMENDMENT, made as of June 18, 1996, to that certain LEASE,
dated November 5, 1986, by and between LOCKERBIE VERMONT, L.L.C. (f/k/a Vermont
Street Associates, L. P. (f/k/a Vermont Street Associates)), as landlord, and
CENTILLION DATA SYSTEMS, INC. (f/k/a Compucom Communications Corporation (f/k/a
Compucom Development Corporation)), as tenant, as amended by that certain
AMENDMENT TO LEASE, dated as of December 1, 1986, by and between such parties,
that certain AMENDMENT TO LEASE, dated as of March 31, 1987, by and between such
parties, that certain AMENDMENT OF LEASE, dated as of September 30, 1987, by and
between such parties, that certain FOURTH (sic) AMENDMENT OF LEASE, dated as of
May 26, 1989, by and between such parties, that certain SIXTH AMENDMENT OF
LEASE, dated as of October 1, 1991, by and between such parties, and that
certain SEVENTH AMENDMENT TO LEASE, dated as of June 13, 1995, by and between
such parties (collectively, the "Lease"; all capitalized terms used but not
defined herein having the meanings ascribed to them in the Lease),
W I T N E S S E T H: That
WHEREAS, Landlord and Tenant are parties to the Lease; and
WHEREAS, the parties desire to further amend the Lease as hereinafter
provided, and upon and subject to the terms and conditions hereinafter set
forth,
NOW, THEREFORE, in consideration of the premises and their mutual
undertakings, the parties hereby agree as follows:
1. Section 2.01 ("Definitions") subsection (b) ("Leased Premises") is
hereby amended by deleting the first sentence in its entirety and inserting the
following in lieu thereof:
"(b) Leased Premises: 8,682 rentable square feet (8,620
usable square feet) of office space on floor 2 of the Building
designated as Suite 240 on the plan attached as Exhibit A-2,
20,741 rentable square feet (20,593 usable square feet) of office
space on floor 3 of the Building designated as Suite 300 on the
plan attached as Exhibit A-3.
2. Section 2.01 ("Definitions") of the Lease is hereby amended by
deleting subsection (h) ("Tenant's Proportionate Share") thereof in its
entirety, and inserting the following in lieu thereof:
"(h) Tenant's Proportionate Share: The Leased Premises
constitute (i) 48.9144% of the total rentable square footage of
the office portion of the Building for purposes of assessing
Excess Operating Cost (as hereinafter defined) pursuant to
Section 5.03, and (ii) 29.1115% of the total rentable square
footage of the Building for purposes of assessing Impositions (as
hereinafter defined) pursuant to Section 5.06. If the total
rentable square footage of the Building and/or the office portion
thereof increases, Tenant's Proportionate Share shall be reduced
proportionately. In no event shall Tenant's Proportionate Share
be increased except as provided in Section 17.13."
3. Section 5.02 ("Basic Rent") of the Lease is hereby amended by
deleting such section in its entirety, and inserting the following in lieu
thereof:
"Section 5.02. BASIC RENT. Tenant shall pay Landlord basic rent ("Basic
Rent") in accordance with the following schedule:
Lease Period Rate
------------------ ------
June l, 1996 - November 30, 1998 $14.35 per rentable square foot
December 1, 1998 -November 30, 2003 $16.27 per rentable square foot
All Basic Rent shall be payable in lawful money of the United States."
4. This Eighth Amendment is subject to approval by Aetna Life Insurance
Company ("Aetna"). Landlord shall use reasonable efforts to obtain Aetna's
approval hereof as soon as possible, and in any event within thirty (30) days,
after execution hereof. If Aetna does not approve this Eighth Amendment within
thirty (30) days after execution hereof, this Eighth Amendment shall be null,
void, and of no further force or effect.
5. Subject to the provisions of paragraph 5 hereof, this Eighth
Amendment shall be effective as of June l, 1996.
6. Except as expressly amended hereby, the Lease shall continue to be
and remain in full force and effect in accordance with its terms, covenants,
conditions and provisions. In the Lease, or any instrument, document or other
consideration executed or delivered in connection therewith, any reference to
the Lease shall be deemed and construed to be a reference to the Lease as
amended hereby.
7. This Eighth Amendment may be executed in separate counterparts, each
of which when so executed shall be an original, but all of such counterparts
shall together constitute one and the same instrument.
8. This Eighth Amendment shall be governed by and subject to the laws
of the State of Indiana.
IN WITNESS WHEREOF, the parties have executed this Eighth Amendment as
of the day and year first above written.
Landlord:
LOCKERBIE VERMONT, LLC
(f/k/a Vermont Street Associates, L. P.
(f/k/a Vermont Street Associates))
By: Indiana Historical Properties, General Partner
By: CMHD Corporation, Managing Partner
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx, Chairman
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Subscribed and sworn to before me this 17th day of April 1999.
/s/ Xxxxxx Xxxxxx
-------------------------------
NOTARY PUBLIC
[SEAL]
My commission expires
Sept. 17, 2000
------------------------- Resident of Xxxxxx County
2
Tenant:
CENTILLION DATA SYSTEMS, INC.
(f/k/a Compucom Communications Corporation
(f/k/a Compucom Development Corporation))
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Subscribed and sworn to before me this 15th day of April 1998.
/s/ Xxxxx X. Xxxxx
-------------------------------
NOTARY PUBLIC
[SEAL]
My commission expires
7-15-98
-------------------------
Resident of Xxxxxx County
------
3
THE 000 X. XXXXXXX BUILDING
---------------------------
LOCKERBIE VERMONT, L.L.C.
Exhibit A-2
[GRAPHIC]
Second Floor Plan
THE 333 N. ALABAMA BUILDING
---------------------------
LOCKERBIE VERMONT, L.L.C.
Exhibit A-3
[GRAPHIC]
Third Floor Plan
SEVENTH AMENDMENT TO LEASE
THIS SEVENTH AMENDMENT, made this 13th day of June, 1995, to that certain LEASE,
dated as of November 5, 1986, by and between VERMONT STREET ASSOCIATES, L. P.
(f/k/a Vermont Street Associates), as landlord, and CENTILLION DATA SYSTEMS,
INC. (f/k/a Compucom Communications Corporation (f/k/a Compucom Development
Corporation)), as tenant, as amended by that certain AMENDMENT TO LEASE, dated
as of December l, 1986, by and between such parties, that certain AMENDMENT TO
LEASE, dated as of March 31, 1987, by and between such parties, that certain
AMENDMENT OF LEASE, dated as of May 10, 1987, by and between such parties, that
certain AMENDMENT OF LEASE, dated as of September 30, 1987, by and between such
parties, that certain FOURTH (sic) AMENDMENT OF LEASE, dated as of May 26, 1989,
by and between such parties, and that certain SIXTH AMENDMENT OF LEASE, dated as
of October 1, 1991, by and between such parties (collectively, the "Lease"; all
capitalized terms used but not defined herein having the meanings ascribed to
them in the Lease),
W I T N E S S E T H: That
WHEREAS, Landlord and Tenant are parties to the Lease; and
WHEREAS, Landlord and Tenant desire further to amend the Lease as
hereinafter provided, and upon and subject to the terms and conditions
hereinafter set forth,
NOW, THEREFORE, in consideration of the premises and their mutual
undertakings, Landlord and Tenant hereby agree as follows:
1. Article I of the Lease (the "Demise") is hereby amended by inserting
the following section at the end thereof:
"SECTION 1.02. OPTIONAL EXPANSION. Tenant shall have the
exclusive option and right (the "Unconditional Expansion Option"), but
not the obligation, exercisable at any time and from time to time
during the period July 1, 1995, through December 31, 1995, inclusive,
to expand the Leased Premises to include all or any contiguous portion
of the 10,382 rentable square feet (10,030 usable square feet) of
office space on floor 3 of the Building (as hereinafter defined)
designated "Unconditional Expansion Space" on the plan attached as
Exhibit A-1 (the "Unconditional Expansion Space"), upon the following
terms and conditions:
(a) Written notice is given by Tenant to Landlord
not later than December 31, 1995, that Tenant elects to
exercise the Unconditional Expansion Option, specifying (i)
the effective date of such expansion, which shall be not later
than the earlier of (y) sixty (60) days after the date of such
notice, or (z) January 1, 1996, and (ii) the portion of the
Unconditional Expansion Space as to
which Tenant is exercising the Unconditional Expansion Option,
which shall be contiguous with the Leased Premises;
(b) At the time of exercise of the Unconditional
Expansion Option or at the effective date of such expansion,
no Event of Default has occurred and is continuing;
(c) This Lease has not theretofore been terminated;
and
(d) Prior to the effective date of such expansion, the
parties have executed an addendum hereto specifying (i) the
effective date of such expansion, (ii) the portion of the
Unconditional Expansion Space as to which Tenant has exercised
the Unconditional Expansion Option, and (iii) the rentable square
footage and usable square footage of such portion of the
Unconditional Expansion Space.
Tenant shall have the further option (the "Conditional Expansion Option"),
exercisable at any time and from time to time during the period July l,
1995, through November 30, 1998, inclusive, to expand the Leased Premises to
include all or any portion of the office space on floor 2 and/or floor 3 of
the Building that is then (i) neither (y) leased to another tenant, nor (z)
the subject of pending bona fide discussions or negotiations between
Landlord and a prospective tenant of which landlord has theretofore given
Tenant written notice (provided, however, that Landlord shall give Tenant
five (5) business days' prior written notice of its intention to enter into
any such discussions or negotiations), and (ii) contiguous with the Leased
Premises (the "Conditional Expansion Space"), upon the following terms and
conditions:
(a) Written notice is given by Tenant to Landlord not
later than November 30, 1998, that Tenant elects to exercise the
Conditional Expansion Option, specifying (i) the effective date of
such expansion, which shall be not later than the earlier of (y)
sixty (60) days after the date of such notice, or (z) December 1,
1998, and (ii),the portion of the Conditional Expansion Space as to
which Tenant is exercising the Conditional Expansion Option, which
shall be contiguous with the Leased Premises;
(b) At the time of exercise of the Conditional Expansion
Option or at the effective date of such expansion, no Event of
Default has occurred and is continuing;
(c) This Lease has not theretofore been terminated; and
(d) Prior to the effective date of such expansion, the
parties have executed an addendum hereto specifying (i) the
2
effective date of such expansion, (ii) the portion of the
Conditional Expansion Space as to which Tenant has
exercised the Conditional Expansion Option, and (iii) the
rentable square footage and usable square footage of such
portion of the Conditional Expansion Space.
All terms, covenants, conditions and provisions hereof applicable
to the Leased Premises, except with respect to the amount of Basic
Rent (as hereinafter defined) (which shall be $12.75 per rentable
square foot per year for the period through and including November
30, 1998, and $16.27 per rentable square foot per year thereafter),
shall apply with like force and effect to any Unconditional
Expansion Space or Conditional Expansion Space, except where
inapplicable or where the context otherwise indicates. If Tenant
exercises the Unconditional Expansion Option or the Conditional
Expansion Option, Tenant's Proportionate Share (as hereinafter
defined) shall increase in proportion to the additional rentable
square footage leased. Landlord shall have no obligation to make
any improvements to any Unconditional Expansion Space or
Conditional Expansion Space."
2. Section 2.01 of the Lease ("Definitions") is hereby amended by
deleting subsections (b) ("Leased Premises"), (c) ("Term"), (e) ("Expiration
Date"), (g) ("Basic Operating Cost of the Building") and (i) ("Tenant's
Proportionate Share") thereof in their entirety, and inserting the following
in lieu thereof:
"(b) Leased Premises: 7,500 rentable square feet (7,246
usable square feet) of office space on floor 2 of the Building
designated on the plan attached as Exhibit A-2 and 21,473 rentable
square feet (20,745 usable square feet) of office space on floor 3 of
the Building designated on the plan attached as Exhibit A-3;
provided, however, that, in the event of any disparity between the
Leased Premises as designated on the plans attached as Exhibits A-2
and A-3, and the Leased Premises as designated on Tenant's final
space plans, the parties shall execute an addendum hereto conforming
this Lease to such final space plans. Rentable square footage
measures Tenant's pro rata portion of an entire office floor,
including space such as mechanical rooms, janitorial rooms, restrooms
and lobbies of the floor, but excluding major vertical penetrations
of the floor to areas above and/or below, and of certain common areas
located on other floors, whereas usable square footage measures the
actual occupiable area of the Leased Premises. The rentable square
footage of the Leased Premises is therefore greater than the usable
square footage of the Leased Premises. Rental (as hereinafter
defined) is based upon the rentable square footage of the Leased
Premises, not the usable square footage of the Leased Premises. This
Lease shall be deemed and construed to constitute a lease in gross,
and Rental shall not be increased or decreased if the actual rentable
square footage or usable square footage of the Leased Premises is
greater or less than that in the parties' contemplation as set forth
above.
"(c) Term: One hundred ninety-one (191) months."
* * *
"(e) Expiration Date: November 30, 2003."
* * *
"(g) Basic Operating Cost of the Building: Two Hundred Nine
Thousand Eighty-Three Dollars ($209,083.00); provided, however, that
Tenant shall have the option (the "Basic Operating Cost Adjustment
Option") to adjust the Basic Operating Cost of the Building, effective
as of January 1, 1999, to an amount equal to actual Operating Cost (as
hereinafter defined) for calendar year 1998, upon the following terms
and conditions: (i) written notice is given by Tenant to Landlord not
later than December 31, 1998, that Tenant elects to exercise the Basic
Operating Cost Adjustment Option, (ii) commencing January 1, 1999,
Tenant pays Landlord a surcharge equal to fifteen percent (15%) of
Tenant's Proportionate Share of Excess Operating Cost (as hereinafter
defined) for the current period (the "Surcharge") with each payment of
Tenant's Proportionate Share of Excess Operating Cost, (iii) not later
than January 31, 1999, Tenant pays Landlord the Surcharge for the
period January 1, 1995, through December 31, 1998, inclusive, and (iv)
not later than March 31, 1999, the parties execute an addendum hereto
specifying such adjusted Basic Operating Cost of the Building. "
***
"(i) Tenants Proportionate Share: The Leased Premises
constitute (i) 48.17% of the total rentable square footage of the
office portion of the Building for purposes of assessing Excess
Operating Cost pursuant to Section 5.03, and (ii) 28.67% of the
total rentable square footage of the Building for purposes of
assessing Impositions (as hereinafter defined) pursuant to Section
5.05."
3. Landlord shall perform and complete the work required of Landlord
for preparation of the Leased Premises for Tenant's occupancy (collectively,
"Landlord's Work") set forth and described in the work letter attached as
Exhibit B (the "Work Letter"). Landlord shall substantially complete Landlord's
Work prior to July 1, 1995, subject to events and delays beyond its reasonable
control. Within fifteen (15) days after substantial completion of Landlord's
Work, Tenant shall prepare and submit to Landlord a comprehensive list of items
to be completed or corrected (the "Punch List"). Landlord shall proceed promptly
to complete and correct items on the Punch List. Thirty (30) days prior to the
date by which Landlord's Work will be substantially completed, or earlier with
Landlord's express prior written consent, Tenant shall have the right and
privilege of going onto the Leased Premises to complete interior decoration work
and otherwise complete preparation of the Leased Premises for its occupancy;
provided, however, that Tenant's schedule for such work (collectively,
"Tenant's Work") shall be communicated to Landlord, which shall have the right
to reschedule Tenant's Work to avoid interference with Landlord's Work. Landlord
shall keep Tenant advised of the status of completion of and the anticipated
substantial completion date for Landlord's Work, and shall
4
notify Tenant when Landlord's Work is substantially completed. Tenant shall
abide by the terms of the Work Letter, and shall specifically meet all deadlines
imposed therein.
4. Section 5.02 of the Lease ("Basic Rent") is hereby amended by
deleting such section in its entirety, and inserting the following in lieu
thereof:
"Section 5.02. BASIC RENT. Tenant shall pay Landlord basic rent ("Basic
Rent") in accordance with the following schedule:
Basic Rent
----------------------------
Lease Period Annual Monthly
----------------------- -----------------------------
July 1, 1995 - November 30, 1998 $415,710.24 $34,642.52
December 1, 1998 - November 30, 2003 $471,390.72 $39,282.56
All Basic Rent shall be payable in lawful money of the United States."
5. Section 5.03 of the Lease ("Excess Operating Cost") is hereby
amended by deleting the following clause in lines 13 and 14 thereof in its
entirety: "with addition of fifteen percent (15%) to actual expenditures for
overhead to Landlord."
6. If there are more than four (4) false alarms at the Building during
any twelve (12) month period as a result of default by Landlord in performing
its covenants or obligations under the Lease, Landlord shall compensate Tenant
in an amount equal to One Thousand Dollars ($1,000.00) for each occurrence in
excess of four (4) occurrences during any twelve (12) month period.
7. A plaque reasonably acceptable to Landlord that identifies Tenant as
an occupant of the Building shall be placed on the exterior of the Building at
the main entrance area, at Tenant's cost and expense.
8. This Seventh Amendment is subject to approval by Aetna Life
Insurance Company ("Aetna"). Landlord shall use reasonable efforts to obtain
Aetna's approval hereof as soon as possible, and in any event within thirty (30)
days, after the date hereof. If Aetna does not approve this Seventh Amendment
within thirty (30) days after the date hereof, (i) this Seventh Amendment shall
be null, void, and of no further force or effect, and (ii) Landlord shall
reimburse Tenant for all costs and expenses incurred for Tenant's Work.
9. Subject to the provisions of paragraph 8 hereof, (i) paragraph 5 of
this Seventh Amendment shall be effective as of January 1, 1995, and (ii) the
remainder of this Seventh Amendment shall be effective as of July 1, 1995.
10. Except as expressly amended hereby, the Lease shall continue to be
and shall remain in full force and effect in accordance with its terms,
covenants, conditions and provisions. In the Lease, or any instrument, document
or other consideration executed or delivered in
5
connection therewith, any reference to the Lease shall be deemed and construed
to be a reference to the Lease as further amended hereby.
11. This Seventh Amendment may be executed in separate counterparts,
each of which when so executed shall be an original, but all of such
counterparts shall together constitute but one and the same instrument.
12. This Seventh Amendment shall be governed by and subject to the laws
of the State of Indiana.
6
IN WITNESS WHEREOF, Landlord and Tenant have executed this Seventh
Amendment as of the day and year first above written.
Landlord:
VERMONT STREET ASSOCIATES, L.P.
(f/k/a Vermont Street Associates)
By: Indiana Historical Properties, General Partner
By: CMHD Corporation, Managing Partner
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxx, Chairman
Tenant:
CENTILLION DATA SYSTEMS, INC.
(f/k/a Compucom Communications Corporation
(f/k/a Compucom Development Corporation))
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxxx, President
Attest:
/s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx, Secretary
THE 000 X. XXXXXXX BUILDING
-------------------------------
Vermont Street Associates, L.P.
Exhibit A-1
[GRAPHIC]
Third Floor Plan
THE 333 N. ALABAMA BUILDING
-------------------------------
Vermont Street Associates, L.P.
Exhibit A-2
[GRAPHIC]
Second Floor Plan
THE 333 N. ALABAMA BUILDING
-------------------------------
Vermont Street Associates, L.P.
Exhibit A-3
[GRAPHIC]
Third Floor Plan
Exhibit B
---------
CENTILLION DATA SYSTEMS
WORK LETTER SUMMARY
2nd Floor Buildout - Total Project Budget $93,163.18*
3rd Floor Buildout - Total Project Budget $148,114.81
-----------
Total 2nd & 3rd Floor Project Budget $241,277.99
* Allowance due to no Construction Drawings for 2nd Floor
SIXTH AMENDMENT OF LEASE
THIS SIXTH AMENDMENT OF LEASE ("Amendment") entered into as the 1st of
October, 1991 by and between VERMONT STREET ASSOCIATES ("Landlord"), and
COMPUCOM COMMUNICATIONS CORPORATION ("Tenant"),
RECITALS:
A. Landlord and Tenant entered into a Lease dated November 5, 1986 for
certain office space located in the 000 Xxxxx Xxxxxxx Xxxxxx Building, which
Lease was amended by Amendments dated December 1, 1986, March 31, 1987, May 10,
1987, September 30, 1987, and May 26, 1989 which Lease and Amendments are
collectively referred to as the "Lease. "
B. Landlord and Tenant desire to modify the Lease to reflect, among
other items, a revision in the length of the Initial Term and the amount of the
Rental, which requires the modification of some of the terms and conditions of
the Lease.
NOW, THEREFORE, in consideration of mutual covenants herein contained,
Landlord and Tenant agree as follows:
1. Section 2.01 (e) of the Lease is hereby deleted and the following
substituted in its place:
(e) Expiration Date: October 31, 1998
2. Section 5.02 of the Lease is hereby deleted and following
substituted in its place:
Section 5.02. Basic Rent. Tenant hereby agrees to pay, subject to the
adjustments as hereinafter provided, basic rent (hereinafter called "Basic
Rent") in accordance with the following schedule:
Annual Monthly
Lease Period Basic Rent Basic Rent
------------------- ----------- -----------
02/13/87 - 12/31/87 $ 0.00 $ 0.00*
01/01/88 - 02/28/88 $ 26,416.08 $13,208.04
03/01/88 - 12/31/88 $132,080.40 $13,208.04
01/01/89 - 09/30/89 $ 90,739.35 $10,082.15
10/01/89 - 12/31/89 $ 51,638.55 $17,212.85**
01/01/90 - 12/31/90 $223,103.50 $18,591.96
01/01/91 - 10/31/91 $185,919.60 $18,591.96
11/01/91 - 10/31/92 $ 75,771.00 $ 6,314.25
11/01/92 - 10/31/93 $260,989.00 $21,749.08
11/01/93 - 10/31/94 $260,989.00 $21,749.08
11/01/94 - 10/31/95 $260,989.00 $21,749.08
11/01/95 - 10/31/96 $260,989.00 $21,749.08
11/01/96 - 10/31/97 $260,989.00 $21,749.08
11/01/97 - 10/31/98 $260,989.00 $21,749.08
* Reflects first ten (10) months rental abatement.
**Reflects rental abatement on 7,707 rentable square feet for July, August
and September, 1989, and 1,249 rentable square feet for October, November,
and December, 1989.
All Basic Rent shall be payable in lawful money of the United States.
3. Section 5.06 is hereby added as a new provision to the Lease to be
and read as follows:
Section 5.06. Receivable Payment. Tenant hereby agrees to pay to
Landlord an amount composed of past due Rental ("Receivable Payment") in
accordance with the following schedule:
Annual Monthly
Lease Period Payment Payment
------------------ ----------- ----------
11/01/91 - 09/30/92 $135,054.81 $12,277.71
10/01/92 - 10/31/92 $ 2,788.19 $ 2,788.19
All Receivable Payments shall be payable in lawful money of the United States.
4. All other terms and conditions of the Lease, except those
specifically referred to in this Sixth Amendment of Lease shall remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Sixth
Amendment of Lease as of the date first above written.
COMPUCOM COMMUNICATIONS CORPORATION
BY: /s/ Xxxx X. Xxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxx, President
VERMONT STREET ASSOCIATES
BY: XXXXXX MANAGEMENT,
a division of Xxxxxx Group, Inc.
Managing Agent
By: /s/ Xxxxxxxxx X. Xxxx
------------------------------------------
Xxxxxxxxx X. Xxxx, President
FOURTH AMENDMENT OF LEASE
THIS FOURTH AMENDMENT OF LEASE entered into as of the 26th day of May
1989, by and between VERMONT STREET ASSOCIATES, (hereinafter called "Landlord")
and COMPUCOM COMUNICATIONS CORPORATION, a corporation, (hereinafter called
"Tenant").
W I T N E S S E T H,
WHEREAS, Landlord and Tenant entered into a Lease for certain office
space located in Lockerbie Marketplace on November 5, 1986, and amended December
1, 1986, March 31, 1987 and May 10, 1987, (hereinafter called the "Lease") and
WHEREAS, Landlord and Tenant desire to modify the Lease to reflect the
addition of expansion space as set forth herein;
HOW, THEREFORE, in consideration of the mutual covenants herein
contained, Landlord and Tenant agree as follows:
1. Section 2.01 (b) of the Lease is hereby amended to be and read as
follows:
(b) LEASED PREMISES: Xxxxx 000, containing 9,131 Rentable Square
Feet and increasing to 16,838 Rentable Square Feet July 1, 1989,
as indicated on the attached plan as Exhibit A.
2. Section 2.01 (i) of the Lease is hereby amended to be and read as
follows:
(i) TENANT'S PROPORTIONATE SHARE: The Leased Premises constitute
15.18% of the total Rentable Square Footage of the Building
from January 1, 1989 to June 30, 1989. The Leased Premises
constitute 27.99% from July 1, 1989 to February 28, 1992, for
purposes of assessing Excess Operating Cost pursuant to
Section 5.03. For purposes of assessing Impositions pursuant
to Section 5.05, Tenant's Proportionate Share shall be 9.03%
from January 1, 1989 to June 30, 1989 and 16.66% from July 1,
1989 to February 28, 1992, which is the percentage of the
entire Building which the Leased Premises constitute.
3. Section 5.02 of the Lease hereby amended to be and read as follows:
5.02 BASIC RENT: Tenant hereby agrees to pay subject to the
adjustments as hereinafter provided, a basic rent (hereinafter
called "Basic Rent") in accordance with the following schedule:
Annual Monthly
Year Basic Rent Basic Rent
------------------- ------------ ------------
02/13/87 - 12/31/87 $ - 0 - * $ - 0 -
01/01/88 - 02/28/88 $ 26,416.08 $13,208.04
03/01/88 - 12/31/88 $132,080.84 $13,208.04
01/01/89 - 09/30/89 $10,082.15
10/01/89 - 12/31/89 $142,377.90** $17,212.85
01/01/90 - 12/31/90 $223,103.50 $18,591.96
01/01/91 - 12/31/91 $223,103.50 $18,591.96
01/01/92 - 02/28/92 $ 37,183.92 $18,591.96
* Reflects first ten (10) months Rental abated.
** Reflects abated rent on 7,707 rentable square feet for July,
August and September, and 1,249 rentable square feet for October,
November and December.
All Basic Rent shall be paid in lawful money of the United States.
4. All other terms and conditions of the Lease, except those
specifically referred to in this Fourth Amendment of Lease, shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Fourth
Amendment of Lease as of the day, month, and year first above written.
COMPUCOM COMMUNICATIONS CORPORATION VERMONT STREET ASSOCIATES
By: /s/ Xxxxxx Xxxxx By: XXXXXX GROUP, INC.
--------------------------------- Managing Agent
Xxxxxx Xxxxx, President
/s/ Xxxxxxxxx X. Xxxx
------------------------------
Xxxxxxxxx X. Xxxx, President
AMENDMENT OF LEASE
THIS AMENDMENT OF LEASE entered into as of the 30th day of September,
1987, by and between VERMONT STREET ASSOCIATES (hereinafter called "Landlord")
and COMPUCOM COMMUNICATIONS CORPORATION a corporation (hereinafter called
"Tenant").
W I T N E S S E S:
WHEREAS, Landlord and Tenant entered into a lease for certain office
space located in Lockerbie Marketplace on November 5, 1986 (hereinafter called
the "Lease"); and Amendment of Lease dated December 1, 1986, March 31, 1987, May
10, 1987; and
WHEREAS, Landlord and Tenant desire to modify the Lease to reflect
Basic Excess Operating Cost per Section 5.03 as set forth herein;
NOW, THEREFORE, is consideration of the mutual covenants herein
contained, Landlord and Tenant agree as follows:
1. Section 2.01(i) of the Lease is hereby amended to be and read
as follows:
(i) TENANT'S PROPORTIONATE SHARE: the Leased Premises
constitute 19.99% of the total rentable square
footage of the Building from February 13, 1987 to
December 31, 1988. The Leased Premises constitute
15,18% of the total rentable square footage of the
Building from January 1, 1989 to February 28, 1992
for purposes of assessing Excess Operating Cost
pursuant to Section 5.03 For purposes of assessing
Impositions pursuant to Section 5.05, Tenant's
Proportionate Share shall be 11.89%, which is the
percentage of the entire Building which the Leased
Premises constitute from February 13, 1987 to
December 31, 1988 and 9.03% from January 1, 1989 to
February 28, 1992. Whenever reference is made in this
Lease to "Tenant's Proportionate Share," such
reference shall mean and refer to the aforementioned
percentage.
2. All other terms and conditions of the Lease, except those
specifically referred to in this Amendment of Lease, shall
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment of
Lease as of the day, month, and year first above written.
By: COMPUCOM COMMUNICATIONS CORPORATION By: MANSOR MANAGEMENT CORPORATION
Managing Agent
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxxxx X. Xxxx
--------------------------- ------------------------------------
Xxxx Xxxxxxxx Xxxxxxxxx X. Xxxx, President
---------------------------
Printed Name and Office
AMENDMENT OF LEASE
THIS AMENDMENT OF LEASE entered into as of the 10th day of May, 1987,
by and between VERMONT STREET ASSOCIATES (hereinafter called "Landlord") and
COMPUCOM COMMUNICATIONS CORPORATION, a corporation (hereinafter called
"Tenant").
WITNESSES:
WHEREAS, Landlord and Tenant entered into a lease for certain office
space located in Lockerbie Marketplace on November 5, 1986, and amended December
1, 1986 and March 31, 1987 (hereinafter called the "Lease"); and
WHEREAS, Landlord and Tenant desire to modify the Lease to reflect
changes in Rentable Square Feet and Rental Abatement in the Lease as set forth
herein;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Landlord and Tenant agree as follows:
l. Section 2.01 (b) of the Lease is hereby amended to be and read
as follows:
(b) LEASED PREMISES: Xxxxx 000, containing 9,131 Rentable
Square Feet with an addition of 2,891 Rentable Square
Feet which is to be deducted January 1, 1989, and
indicated on the attached plan as Exhibit A.
2. Section 2.01 (i) of the Lease and Amendment to Lease dated
December 1, 1986 is hereby amended to be and read as follows:
(i) Tenant's Proportionate Share; The Leased Premises
constitute 20.02% of the total rentable square
footage of the building from February 13, 1987 to
December 31, 1988. The Leased premises constitute
15.2% of the total rentable square footage from
January 1, 1989 to February 28, 1992. Whenever
reference is made in this Lease to "Tenant's
Proportionate Share", such reference shall mean and
refer to the aforementioned percentage.
3. Section 5.02 of the lease is hereby amended to be and read as
follows:
Section 5.02. BASIC RENT Tenant hereby agrees to pay a basic
rent (hereinafter called "BASIC RENT") for the Term of this
Lease in accordance with the following schedule except for the
first ten months of the Term, which Rental shall be abated.
Monthly Annual
Rentable S. F. Basic Rent Basic Rent
------------- ---------- ----------
Year 1 02/13/87 - 12/31/87 11,962 $ -0- $ -0- *
01/01/88 - 02/28/88 11,962 $ 13,208.04 $ 26,416.08
Year 2 03/01/88 - 12/31/88 11,962 $ 13,208.04 $132,080.40
01/01/89 - 02/28/89 9,131 $ 10,082.15 $ 20,164.29
Year 3 03/01/89 - 02/28/90 9,131 $ 10,082.15 $120,985.75
Year 4 03/01/90 - 02/28/91 9,131 $ 10,082.15 $120,985.75
Year 5 03/01/91 - 02/28/92 9,131 $ 10,082.15 $120,985.75
* Reflects first ten months Rental Abated.
4. All other terms and conditions of the Lease, except those
specifically referred to in this Amendment of Lease, shall remain unchanged and
in full force and effect.
IN WITNESS WEREOF, Landlord and Tenant have executed this Lease as of
the day, month, and year first above written.
COMPUCOM COMMUNICATIONS CORPORATION VERMONT STREET ASSOCIATES
By: XXXXXX MANAGEMENT CORPORATION
Managing Agent
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxxxx X. Xxxx
------------------------------------- ------------------------------
Xxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxx, President
AMENDMENT TO LEASE
THIS AMENDMENT OF LEASE entered into as of the 31st day of March, 1987,
by and between VERMONT STREET ASSOCIATES (hereinafter called "Landlord") and
COMPUCOM COMMUNICATIONS CORPORATION, a Corporation (hereinafter called
"Tenant"),
W I T N E S S E S:
WHEREAS, Landlord and Tenant entered into a lease for certain office
space located in Lockerbie Marketplace on November 5, 1986 (hereinafter called
the "Lease"); and
WHEREAS, Landlord and Tenant desire to modify the Lease to reflect the
correct Tenant Name, Commencement Date and Expiration Date in the Lease as set
forth herein;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Landlord and Tenant agree as follows:
1. Preamble of the Lease is hereby amended to be and read as
follows:
PREAMBLE: THIS LEASE is made and entered into as of the 5th
day of November, 1986, by and between VERMONT STREET
ASSOCIATES (hereinafter called "Landlord") and COMPUCOM
COMMUNICATIONS CORPORATION, a corporation, with its principal
place of business located at 610 Century Building, 00 Xxxxx
Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 (hereinafter
called "Tenant"). Tenant's address for purposes hereof until
Commencement of the term of this Lease shall be 610 Century
Building, 00 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx
00000 and thereafter shall be the "Leased Premises"
(hereinafter defined).
2. Section 2.01 (d) of the Lease is hereby amended to be and read
as follows:
(d) COMMENCEMENT DATE: February 13, 1987.
3. Section 2.01 (e) of the Lease is hereby amended to be and read
as follows:
(e) EXPIRATION DATE: February 28, 1992.
4. All of the other terms and conditions of the Lease, except
those specifically referred to in this Amendment of Lease. shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this lease as of
the day, month, and year first above written.
By: COMPUCOM COMMUNICATIONS CORPORATION By: XXXXXX MANAGEMENT CORPORATION
Managing Agent
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxxxx X. Xxxx
----------------------------- -----------------------------
Signature Xxxxxxxxx X. Xxxx, President
Xxxx X. Xxxxxxxx, Director
-----------------------------
Printd Name and Office
AMENDMENT TO LEASE
THIS AMENDMENT OF LEASE entered into as of the 1st Day of December,
1986, by and between VERMONT STREET ASSOCIATES (hereinafter called "Landlord")
and COMPUCOM DEVELOPMENT CORPORATION, a Corporation (hereinafter called
"Tenant"),
WITNESSES:
WHEREAS, Landlord and Tenant entered into a lease for certain office
space located in Lockerbie Marketplace on November 5, 1986 (hereinafter called
the "Lease"); and
WHEREAS, Landlord and Tenant desire to modify the Lease by increasing
the size of the Leased Premises.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Landlord and Tenant agree as follows:
1. Section 2.01 (b) of the Lease is hereby amended to be and read as
follows:
(b) Leased Premises: Xxxxx 000, containing 9,131 Rentable Square
Feet, and designated on the plan attached as Exhibit A.
2. Section 2.01 (i) of the Lease is hereby amended to be and read as
follows:
(i) Tenant's Proportionate Share: The Leased Premises constitute
15.29% of the total rentable square footage of the Building.
Whenever reference is made in this Lease to "Tenant's
Proportionate Share", such reference shall mean and refer to
the aforementioned percentage.
3. Section 5.02 of the lease is hereby amended to be and read as
follows:
Section 5.02 BASIC RENT: Tenant hereby agrees to pay,
subject to the adjustments as hereinafter provided, a basic
rent (hereinafter called "Basic Rent") in accordance with the
following schedule, except for the first six (6) months of the
Term, during which Rental shall be abated.
Annual Basic Rent Monthly Basic Rent
----------------- -------------------
$120,985.75 $10,082.15
4. All of the other terms and conditions of the Lease, except
those specifically referred to in this Amendment of Lease, shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this lease
as of the day, month and year first above written.
COMPUCOM DEVELOPMENT CORPORATION VERMONT STREET ASSOCIATES
By: /S/ Xxxx X. Xxxxxxxx By: XXXXXX MANAGEMENT CORPORATION
----------------------------- Managing Agent
Signature
By: /s/ Xxxxxxxxx X. Xxxx
-----------------------------
----------------------------------- Xxxxxxxxx X. Xxxx, President
Printed Name and Office
DECLARATION OF COMMENCEMENT OF LEASE
WHEREAS, Vermont Street Associates, hereinafter known as Landlord, and
Compucom Communications Corporation hereinafter known as Tenant, did enter into
that certain Amendment of Lease dated May 26, 1989 covering Leased Premises of
16,838 rentable square feet located in the 333 Building of Lockerbie
Marketplace, whose address is 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx,
Xxxxxxx 00000 and
WHEREAS, Landlord and Tenant do agree and declare that the Leased
Premises were completed and ready for occupancy on May 26, 1989, and that the
Commencement Date of said Amendment of Lease is hereby set as May 26, 1989, and
that the stated 60 month term of said Lease expires on February 2, 1992, and
that additional Rental shall commence to be due and payable on October 1, 1989,
and that the Rental anniversary date for lease administration shall be March 1,
and
WHEREAS, Tenant is obligated to obtain certain insurance under the
Lease, a Certificate of Insurance is hereby provided by Tenant and attached to
this Declaration, and
WHEREAS, Tenant is obligated to pay for certain improvements under the
Lease, a check in the amount of N/A is hereby tendered by Tenant and attached
to this Declaration.
Agreed and accepted this 26th day of May 26, 1989.
By: COMPUCOM COMMUNICATIONS By: XXXXXX GROUP, INC.
CORPORATION Managing Agent
By: /s/ [Illegible] By: /s/ Xxxxxxxxx X. Xxxx
------------------------------- ------------------------
Xxxxxxxxx X. Xxxx, President
By: /s/ Xxxxxx X. Xxxx President
------------------------------
Printed Name and Office
LEASE
THIS LEASE is made and entered into as of the 5th day of November,
1986, by and between VERMONT STREET ASSOCIATES (hereinafter called "Landlord")
and COMPUCOM DEVELOPMENT CORPORATION, a Corporation, with its principal place of
business located at 000 Xxxxxxx Xxxxxxxx, 00 Xxxxx Xxxxxxxxxxxx Street,
Indianapolis, IN 46204 (hereinafter called "Tenant"). Tenant's address for
purposes hereof until commencement of the term of this Lease shall be 000
Xxxxxxx Xxxxxxxx, 00 Xxxxx Xxxxxxxxxxxx Street, Indianapolis, IN 46204 and
thereafter shall be the "Leased Premises" (hereinafter defined).
ARTICLE I
THE DEMISE
SECTION 1.01. LEASE AND DESCRIPTION OF PREMISES. Subject to and upon
the terms, provisions and conditions hereinafter set forth, and each in
consideration of the duties, covenants and obligations of the other hereunder,
Landlord does hereby lease, demise and let to Tenant, and Tenant does hereby
lease from Landlord the Leased Premises. Prior to occupancy by Tenant, Landlord
may, in its discretion, relocate Tenant to other comparable space in the
Building, which new location shall be described by an amendment to this Lease.
After occupancy by Tenant, Landlord shall have the right to relocate Tenant to
comparable space within the Building upon thirty (30) days' notice, provided
Landlord, at its expense, constructs comparable improvements for Tenant and
moves Tenant's personal property to the new location and provided that Landlord
shall reimburse Tenant for the actual expense involved in reprinting stationary
and having telephone equipment transferred.
ARTICLE II
DEFINITIONS
Section 2.01. DEFINITIONS. The following listed terms shall have the meanings
set forth:
(a) Building: Lockerbie Marketplace, 000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxx.
(b) Leased Premises: Xxxxx 000, containing 6,440 Rentable Square
Feet, and designated on the plan attached as Exhibit A.
(c) Term: Sixty (60) months.
(d) Commencement Date: January 1, 1987.
(e) Expiration Date: December 31, 1992.
(f) Tenant's Customary Business: Data processing and billing
service.
(g) Basic Operating Cost of the Building: Two Hundred Nine
Thousand Eighty Three Dollars ($209,083.00).
(h) Security Deposit: Intentionally Waived.
(1) Tenant's Proportionate Share: The Leased Premises constitute
10.78% of the total rentable square footage of the Building.
Whenever reference is made in this Lease to "Tenant's
Proportionate Share", such reference shall mean and refer to
the aforementioned percentage.
(j) Space Plan Approval Date: November 10, 1986.
ARTICLE III
TERM
Section 3.01. TERM. Subject to and upon the terms and conditions set
forth herein, or in any exhibit or addendum hereto, this Lease shall continue in
force for the Term stated beginning on the Commencement Date and ending on the
Expiration Date. In the event that the Leased Premises should not be ready for
occupancy by the Commencement Date for any reason, including holding over by a
prior tenant or the failure to complete the renovation of the Building or to
complete Landlord's portion of the work of preparation of the Leased Premises
for occupancy, Landlord shall not be liable or responsible for any claims,
damages, or liabilities in connection therewith or by reason thereof, and
the Term of this Lease shall be for the same number of months as set forth in
Article II above but the commencement shall be effective only from the time that
Landlord's work in preparation of the Leased Premises for occupancy by Tenant
has been substantially completed in accordance with the terms and conditions set
forth herein. (Should the Term of this Lease commence on a date other than that
specified in Article II, Landlord and Tenant will, at the request of either,
execute a declaration specifying the revised Commencement Date and Expiration
Date of the Term of this Lease. In such event, rental under this Lease shall not
commence until said revised Commencement Date, and the Term in this Lease shall
thereupon commence and the Expiration Date shall be extended so as to give
effect to the full stated term. If, as a result of the Commencement Date being
other than the first day of a month, this lease would expire on a day other than
the last day of a month, the length of the term shall be extended through the
last day of that month. )
Section 3.02. PREPARATION OF LEASED PREMISES. Landlord agrees to
perform and complete the Building standard work required of Landlord for
preparation of the Leased Premises for occupancy by Tenant as set forth in
Landlord's and Tenant's Work Letter ("Work Letter") attached hereto and hereby
made a part hereof and marked Exhibit B. If Tenant shall have previously
deposited money with Landlord to pay estimated costs for work beyond Building
Standard Work and the amount so deposited should exceed the actual costs of such
work, less the Building standard work, Landlord shall refund to Tenant the
excess amount of such deposit as a credit on Rental next due. Landlord shall
complete all such work prior to the stated Commencement Date of the Term subject
to events and delays beyond its reasonable control. Thirty (30) days prior to
the date by which the work to be performed by Landlord in accordance with the
terms of Exhibit B shall be substantially completed, or earlier with the consent
of Landlord, Tenant shall have the right and privilege of going onto the Leased
Premises to complete interior decoration work and otherwise complete preparation
of the Leased Premises for Tenant's occupancy; provided, however, that Tenant's
schedule for such work shall be communicated to Landlord who shall have the
right to reschedule such work to avoid interference with other work of Landlord
pursuant to Exhibit B. Landlord shall keep Tenant advised of the status of
completion of the construction and of the anticipated completion date for the
Leased Premises. Landlord shall notify Tenant when the work to be performed by
Landlord is substantially completed. Tenant shall abide by the terms of the Work
Letter and shall specifically meet all of the time deadlines imposed therein.
ARTICLE IV
USE AND OCCUPANCY
Section 4.01. USE. The Leased Premises are to be used and occupied by
Tenant solely for the purpose of office space for Tenant to conduct Tenant's
Customary Business.
Section 4.02. CARE OF THE LEASED PREMISES. Tenant shall not commit or
allow any waste or damage to be committed on any portion of the Leased
Premises. Tenant shall not occupy or use, or permit any portion of the Leased
Premises to be occupied or used, for any business or purpose which is unlawful,
disreputable or deemed to be extra-hazardous on account of fire, or cost of fire
insurance coverage on said Building and/or its contents. Tenant shall not place
any objects in any part of the Leased Premises to be occupied or used, for any
business or purpose which is unlawful, disreputable or deemed to be
extra-hazardous on account of fire, or permit anything to be done which would in
any way increase the cost of fire insurance coverage on said Building and/or its
contents. Tenant shall not place any objects in any part of the Leased Premises
that would place a load on the floors of the Leased Premises in excess of
seventy (70) pounds per square foot without the prior approval by Landlord or an
engineer designated by Landlord as to the placement of such object. Landlord
shall have the right to have a floor load analysis made at any time. If such
analysis should indicate that the limitation has been exceeded, Tenant shall
immediately take such action as may be required to eliminate the overloading and
will reimburse Landlord for the expense incurred in completing the load analysis
and for any damage caused by the over loading.
Section 4.03. LAWS AND REGULATIONS; RULES OF BUILDING. Tenant shall
comply with all laws, ordinances, orders, rules and regulations (state, federal,
municipal, or promulgated by other agencies or bodies having any jurisdiction
thereof) relating to the use, condition or occupancy of the Leased Premises,
except that Landlord shall be responsible for any changes required to comply
with such regulations unless the need therefore arises because of the manner of
use of the Leased Premises by Tenant and that would not occur in the event of
other general office usage. Tenant will comply with the Rules of the Building
adopted by Landlord from time to time (Including those attached hereto as
Exhibit C) for the safety, care and cleanliness of the Leased Premises and the
Building and for preservation of good order therein, all of which will be sent
by Landlord to Tenant in writing and thereafter shall be carried out and
observed by Tenant. Landlord shall not be held responsible or liable for the
failure of any tenant to observe any Rule of the Building or any other provision
of its lease.
-2-
Section 4.04. NUISANCE. Tenant shall conduct its business and control
its agents, employees, invitees and visitors in such manner as not to create any
nuisance, or interfere with, annoy or disturb any other Tenant or Landlord in
its operation of the Building.
ARTICLE V
RENT
Section 5.01. COMPONENTS OF RENT. Tenant hereby agrees to pay to
Landlord as rent for the Leased Premises an amount composed of the aggregate of
the components of rent hereinafter identified and defined as "Basic Rent" and
Tenant's Proportionate Share of Excess Operating Costs and Impositions. The
aggregate of all such rentals may be referred to hereinafter as "Rental". Rental
shall commence to be due and payable on the eleventh (11th) day after Landlord
notifies Tenant of the substantial completion of Landlord's work in preparation
of the Leased Premises for Tenant's occupancy or when Tenant first commences
business operations from the Leased Premises, whichever is earlier. The annual
Rental shall be due and payable in twelve (12) equal installments on the first
day of each calendar month during the term of this Lease. Tenant hereby agrees
to pay the Rental monthly to Landlord at Landlord's Building Management Office
in the Building, or at such other location as Landlord may designate from time
to time, in advance without demand and without any deduction, abatement,
counterclaim or set-off. In the event of a partial month at the beginning or end
of the term of this Lease, the Rental and any other charges or casts payable by
Tenant shall be prorated on the basis of a 30-day month. Any portion of the
Rental not paid by the lst day of the month shall bear a delinquency service
charge equal to five cents per dollar per month of such delinquency. All Rental
and other charges payable by Tenant pursuant to the terms of this Lease shall be
payable without relief from valuation and appralsement laws.
Section 5.02. BASIC RENT. Tenant hereby agrees to pay, subject to the
adjustments as hereinafter provided, a basic rent (hereinafter, called "Basic
Rent") in accordance with the following schedule, except for the first six
months of the Term, during which Rental shall be abated:
Annual Monthly
Basic Rent Basic Rent
---------- ----------
$85,330.00 $7,110.83
All Basic Rent shall be payable in lawful money of the United States.
Section 5.03. EXCESS OPERATING COST. In addition to the Basic Rent,
Tenant shall pay tenant's Proportionate Share of the amount by which the
Operating Cost for the Building exceeds the Basic Operating Cost for the
Building. Tenant shall pay to Landlord each calendar year Tenant's Proportionate
Share of the Operating Cost that is in excess of the Basic Operating Cost
("Excess Operating Cost"). "Operating Cost," as that term is used herein, shall
consist of all operating expenses of the Building, which shall be computed on
the accrual basis and shall consist of all costs and expenses incurred by
Landlord to maintain all facilities used in the operation of the Building and
its environs as may be determined by Landlord to be necessary. All operating
expenses shall be determined in accordance with generally accepted accounting
principles which shall be consistently applied. Except to the extent herein
otherwise provided, the term "operating expenses" as used herein shall mean all
expenses and costs (but not specific costs which are separately billed to and
paid or reimbursed by specific tenants) of every kind and nature which Landlord
shall pay or become obligated to pay because of or in connection with the
ownership and operation of the Building with addition of fifteen percent (15%)
to actual expenditures for overhead to Landlord, but not limited to, the
following:
(a) Wages, salaries, fringe benefit costs, payroll taxes,
unemployment compensation payments, workmen's compensation
insurance premiums and other related expenses of all on-site
and off-site employees engaged in the operation, maintenance
and security of the Building; costs of building employee
uniforms and cleaning thereof; the cost of fair rental value
of a Building Management Office in the Building; and the
management fees payable by Landlord (excluding brokerage
commissions for leasing) if management of the building is
contracted to a third party.
(b) All labor, supplies and materials used in the operation,
cleaning and maintenance of the Building and all of its
machinery and equipment.
(c) Cost of utilities, including water and power, heating,
lighting, air conditioning and ventilating the entire Building
(including all common and service areas), fuel adjustment
charges, sewer use charges and any utility taxes.
-3-
(d) Cost of all management, maintenance and service agreements for
the Building and the equipment therein, including, without
limitation, heating, ventilating and air conditioning
maintenance and service, alarm service, trash removal, window
cleaning and maintenance and elevator maintenance.
(e) Accounting costs, including the costs of audits by certified
public accountants, pertaining to the management and operation
of the Building.
(f) Cost of all insurance, including, without limitation,
fire,casualty, liability and rental abatement insurance
applicable to the Building and Landlord's personal property
used in connection with the operation and maintenance of the
Building.
(g) Cost of repairs, replacements and general maintenance of the
Building and each part thereof (excluding repairs,
replacements and general maintenance paid by proceeds of
insurance or by Tenant or other third parties, and alterations
attributable solely to other tenants of the Building).
(h) Snow removal, landscaping and any and all other common area
maintenance costs related to public areas, including sidewalks
and landscaping on the Building site.
(i) Amortization of capital improvements made to the Building
subsequent to the commencement date of the Lease which may be
required by governmental authorities or which will improve the
operating efficiency of the Building resulting in a reduction
of operating costs.
Section 5.04. ESTIMATED EXCESS OPERATING COST. After the Operating Cost
has equalled or exceeded the Basic Operating Cost as set forth in Section 5.03,
the Estimated Operating Cost for any calendar year shall be Landlord's estimate
of the amount of the Operating Cost for the calendar year made prior to
commencement of such calendar year. Tenant shall pay its Proportionate Share of
the Excess Operating Cost for the year on the basis of the Estimated Operating
Cost for that year in twelve (12) equal monthly installments payable on the
first day of each month as a part of the Rental. Within a reasonable period of
time after the end of each calendar year, Landlord shall render to Tenant a
statement showing the actual Operating Cost for Landlord's operation of the
Building during the prior calendar year, setting forth a computation of Tenant's
Proportionate Share of the Operation Cost for the year. In the event that the
Estimated Operating Cost for such calendar year was less than the Operating cost
actually accrued for the year, Tenant shall make payment to Landlord of Tenant's
Proportionate Share of such difference within a period of fifteen (15) days
after receipt of the notice thereof. In the event that the Estimated Operating
Cost exceeded the actual amount of the Operating Cost for the year in question,
Landlord shall reimburse Tenant for Tenant's Proportionate Share of such excess
at the same time as the statement of the actual Operating Cost is delivered to
Tenant. Operating Costs or operating expenses, the Operating Cost, Estimated
Operating Cost and Excess Basic Operating Cost during any partial year at the
beginning and end of the term of this Lease shall be adjusted proportionately.
Section 5.05. IMPOSITIONS. Tenant shall pay to Landlord Tenant's
Proportionate Share of all taxes, service payments 1n lieu of taxes,
assessments, excises, levies, fees or charges, general and special, ordinary and
extraordinary, unforeseen as well as foreseen, of any kind which are assessed,
levied, charged, confirmed, or imposed by any public authority upon the
Building, personal property owned or used in connection with the operation of
the Building or upon its operations or the rent provided for in this Lease or
payable during the term of this Lease, referred to herein as "impositions", but
excluding any income taxes upon Landlord's rental receipts. It is agreed that
Tenant will be responsible for the ad valorem taxes on its own personal property
in, on or about the Building, and on the value of any leasehold improvements to
the Leased Premises made by Tenant. Tenant shall pay Tenant's Proportionate
Share of all Impositions in advance monthly during the calendar year. The
amounts payable during the calendar year prior to the time when the actual
amount of Impositions payable that year is determined shall be based upon
Landlord's estimate of the amount of such Impositions, to be adjusted in the
first month next following the date when the exact amount of such Impositions is
determined. Impositions payable during any partial year at the beginning and end
of the term of this Lease shall be adjusted proportionately.
ARTICLE VI
BUILDING OPERATION AND SERVICES
Section 6.01. SERVICES. Landlord agrees to furnish to the Leased
Premises the following services:
(a) Water at those points of supply provided for general use of
tenants in the Building and at such other points to which
Tenant may have extended the water service lines;
(b) Elevator service on a continuous basis;
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(c) Janitorial services on a five-day week basis to provide
standard evening cleaning only, such services to be
commensurate with those furnished in other similar office
buildings in Indianapolis;
(d) Central heat and air conditioning from 8:00 A.M. to 7:00 P.M.
Monday through Friday and from 8:00 A.M. to 1:00 P.M. on
Saturday, excluding all generally recognized holidays;
(e) Electrical power sufficient for the operation of Building
Standard lighting, typewriters, office copying machines and
other machines of similar low electrical consumption, but not
including electricity required for electronic data processing
equipment, special lighting in excess of building standard, or
any other item of electrical equipment which (singly) consumes
more than .5 kilowatts per hour at rated capacity or requires
a voltage other than one hundred twenty (120) volts single
phase; and provided that if the installation of any of
Tenant's equipment, or any special electrical equipment
installed by Landlord to service Tenant's equipment, requires
additional electrical service, air conditioning or ventilating
capacity above that provided by the Building's standard
systems, then the additional electrical, air conditioning
and/or ventilating equipment shall be provided by Tenant and
the installation and operating costs of such additional
equipment will be the obligation of the Tenant;
(f) Lamps, bulbs, starters and ballasts for Building standard
lighting fixtures used on the Leased Premises; but Tenant
shall reimburse Landlord for the cost and expense of
replacement lamps, bulbs, starters and ballasts and the
installation thereof; and
(g) Building security service; provided, however, Landlord shall
not be liable to Tenant for losses due to theft or burglary,
or for damages done by persons in the Building or on the
Building site.
Landlord may employ an independent power consumption survey expert to render an
opinion as to the quantity of electricity consumed by Tenant. If such survey
indicates Tenant's consumption is in excess of one kilowatt hour per month per
square foot of rentable area in the Leased Premises, Tenant shall pay the cost
of such survey together with the cost to Landlord of such excess electrical
consumption. Heating and air conditioning service will be available to Tenant at
an additional charge at times other than the hours during which such service is
to be provided pursuant to Section 6.01(d). Tenant shall give Landlord 8 hours'
advance notice of the need for additional service. The charge for additional
service shall be the same for all tenants in the Building. Landlord agrees to
provide upon written request a list of such charges from time to time. Should
any of the equipment or machinery utilized in supplying the services listed
herein cease to function properly, Landlord shall use reasonable diligence to
repair same promptly, but Tenant shall have no right to terminate this Lease,
and shall have no claim for rebate of Rental or damages on account of any
interruptions in service occasioned thereby or resulting therefrom. Not
withstanding any other provisions hereof, in the event that any law, ordinance
or other governmental regulation now or hereafter in effect shall impose a limit
or allocation to the Building or any utility or other service, whether or not
the same is to be supplied to the Building or the Leased Premises by Landlord
pursuant to this Section 6.01, then Tenant shall not use or cause to be consumed
on the Leased Premises, nor shall Landlord be required to provide to the Leased
Premises hereunder, such utility or other service in an amount or in a manner
which would result in the violation by Landlord or Tenant of such law, ordinance
or regulation.
Section 6.02. BUILDING REPAIRS. Landlord shall only be required to make
such improvements, repairs or replacements as may be required for normal
maintenance, which shall include repairs to walls, floors, corridors, windows
and other structures and equipment within and serving the Leased Premises, and
such additional maintenance as may be necessary because of damage by persons
other than Tenant, its agents, employees, invitees or visitors. The obligation
of Landlord to maintain and repair the Leased Premises shall be limited to
Building standard items. Any leasehold improvements exceeding the standard
improvements set forth in Exhibit B or any other special leasehold improvements
will, at Tenant's written request, be maintained by Landlord at Tenant's
expense. Landlord shall not be held liable for any failure to make any repair to
the Leased Premises, the Building or any part thereof unless notice of the need
for such repair has been given to Landlord and Landlord shall not have completed
such repair within a reasonable time after receipt of such notice.
Section 6.03. REPAIRS BY TENANT. Tenant agrees, at Tenant's own cost
and expense, to repair or replace, using contractors approved by Landlord, any
damage or injury done to the Building, or any part thereof, caused by Tenant or
Tenant's agents, employees, invitees or visitors; provided, however, that if
Tenant fails to make such repairs or replacements promptly after notice,
Landlord may at its option, make such repairs or replacements and Tenant shall
repay the cost thereof, together with fifteen per centum (15%) additional
overhead charge, to Landlord on demand. Tenant shall be responsible for all
carpet and drapery cleaning and other janitorial services not included within
standard cleaning as set forth in Section 6.01(c), but Tenant shall obtain prior
written approval by Landlord of contractors engaged to perform such services.
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Section 6.04. ADDITIONS, ALTERATIONS AND IMPROVEMENTS. Tenant shall not
permit the Leased Premises to be used for any other purpose than that stated in
Section 3.01 hereof, or make or allow to be made any alterations or physical
additions in or to the Leased Premises without first obtaining the express
consent of Landlord. All additions, alterations, and improvements shall be made
under no lien contracts in compliance with IC 32-8-3-1 and shall provide for
specific lien waivers from all persons otherwise entitled to a lien in exchange
for each progress payment. All contractors, mechanics or laborers used by Tenant
in performance of any such work shall be subject to Landlord's prior approval.
Any and all such alterations, additions or improvements when made to the Leased
Premises by Tenant shall at once become the property of Landlord and shall be
surrendered to Landlord upon the termination of this Lease by lapse of time or
otherwise unless Landlord, by notice to Tenant no later than twenty (20) days
prior to the date fixed as the expiration of this Lease, elects to have them
removed immediately at Tenant's expense. This section shall not apply to movable
equipment or furniture of Tenant other than as related to damage to the Building
caused by the installation or removal of any such alterations, additions or
improvements.
Section 6.05. LIENS. Tenant shall keep the Leased Premises free from
any liens including, but not limited to, mechanic's liens. In the event any lien
attaches to the Leased Premises, Landlord may, after thirty (30) days written
notice to Tenant, pay the amount of such lien to cause its release and the
payment shall be deemed an Advance under Section 11.03.
Section 6.06. USE Of COMMON AREA. The "Common Area" shall be defined as
all that portion of the public spaces within the Building, including the lobby,
hallways, stairways, and elevators. Landlord hereby grants to Tenant, its
employees, agents, customers and invitees, the non-exclusive right to use the
Common Area as from time to time constituted, such use to be in common with
Landlord and all tenants of Landlord from time to time, its and their employees,
agents, customers and invitees. No portion of the Common Area shall be used by
Tenant for any purpose whatsoever other than, or that would interfere with,
pedestrian traffic.
ARTICLE VII
SECURITY
Section 7.01. SECURITY DEPOSIT. Intentionally Waived.
Section 7.02 LANDLORD'S LIEN. Landlord is hereby given a first and
prior lien upon any and all fixtures, equipment and other personal property of
whatsoever nature owned by Tenant which are now located on or shall come in or
upon the Leased Premises, whether acquired before or after execution of this
Lease, to secure the due payment of Rental and the performance of all other
obligations of Tenant accruing hereunder, and upon the failure of Tenant to pay
any part of the Rental or perform any such obligation, Landlord, without notice
or demand, may possess and sell such property without legal process of any kind,
at either public or private sale after one publication of notice thereof in some
daily newspaper published in the City of Indianapolis, Indiana, not less than
ten (10) days before such sale, and may apply the proceeds of such sale to the
payment of expenses thereof and to the discharge of the Rental or other
obligation and liabilities of Tenant hereunder, and hold the balance of such
proceeds, if any, for the account of Tenant. This paragraph constitutes a
security agreement under the Indiana Uniform Commercial Code. Tenant (as a
"debtor") grants to Landlord (as a "secured party") a security interest in said
property of Tenant above described, now owned or hereafter acquired, until full
performance by Tenant of all obligations of Tenant under this Lease. Tenant
authorizes Landlord to execute and file financing statements under said Code
signed only by Landlord for the purpose of perfecting and/or preserving the
security hereby granted.
ARTICLE VIII
ASSIGNMENT AND SUBLETTING
Section 8.01. ASSIGNMENT AND SUBLETTING. Tenant shall not assign or
encumber this Lease or any interest herein or sublet the Leased Premises or any
part thereof, or permit the use of the Leased Premises or any part thereof by
any party other than Tenant, without the prior written consent of Landlord. If
this Lease is assigned or if the Leased Premises or any part thereof are sublet
or occupied by any party other than Tenant, Land1ord may collect rent from the
assignee, subtenant or occupant, and apply the net amount collected to the
rental due under this Lease, but no such assignment, subletting, occupancy or
collection shall be deemed a waiver of the requirement for consent, or the
acceptance of the assignee, subtenant, or occupant as tenant, or a release of
Tenant from the further performance by Tenant of the terms and provisions of
this Lease. Notwithstanding any assignment, sublease, or occupancy by others,
Tenant shall remain fully liable under this Lease and shall not be released from
performing any of the terms, covenants or conditions hereof. If Tenant is an
entity other than a natural person, a change in the controlling interest of said
entity shall be deemed an assignment of the Lease and thereby subject to the
consent of the Landlord. In the event that the Lease is assigned or that the
Leased Premises are sublet or occupied by someone other than Tenant, if said
assignee, subtenant, or occupant shall be required by Tenant to pay an amount 1n
excess of the amount required to be paid hereunder by Tenant to Landlord, then
such excess amount shall be the property of Landlord and the rental due under
the terms of this Lease shall be deemed to be raised to an amount which equals
the amount agreed to be paid by such assignee, subtenant, or occupant.
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ARTICLE IX
NON-LIABILITY, INDEMNIFICATION, AND INSURANCE
Section 9.01. EXCULPATION OF LANDLORD. WAIVER OF CLAIMS BY TENANT.
Landlord and its agents and employees shall have no liability to Tenant or its
agents or employees for any damage to the property of Tenant or its agents or
employees, including any consequential damages arising therefrom, irrespective
of the cause of such damage and whether or not caused, or alleged to be caused,
in whole or part, by the joint or several negligence, breach of contract, breach
of warranty, or other breach of duty on the part of Landlord, its agents or
employees. No such occurrence shall be deemed to be an actual or constructive
eviction from the Leased Premises or result in an abatement of rental except as
provided in Article IX. Tenant agrees to carry such insurance as it deems
adequate to fully protect it against loss or damage to such property by any
casualty that is coverable by fire and extended coverage insurance, and all such
insurance shall contain or be endorsed with a clause permitting waiver of rights
of recovery prior to a loss and waiving all rights of subrogation so long as
such clause is available. Tenant hereby waives all claims for recovery from and
releases Landlord and its agents and employees, and hereby waives all recovery
from and releases other tenants from time to time of the Building and their
agents and employees, for any loss or damage to the property of Tenant to the
extent that such loss or damage is or could have been insured by valid and
collectible fire and extended coverage insurance policies in standard form
containing a waiver of subrogation endorsement; it being the intent of the
parties hereto to assign the entire risk of loss arising out of damage to
Tenant's property to Tenant or to Tenant's insurance carrier pursuant to such
policies of insurance. Landlord shall use its best efforts to require other
tenants from time to time of The Building to make similar waivers with respect
to other tenants from time to time in The Building in their respective leases.
Section 9.02. PUBLIC LIABILITY INSURANCE FOR LEASED PREMISES. Tenant
agrees to procure and maintain during the Term a policy or policies of insurance
written by a responsible insurance company or companies (which may be written to
include the Leased Premises in conjunction with other premises owned or operated
by Tenant) insuring both Landlord and Tenant against any and all losses, claims,
demands or actions or injury to or death of any one or more persons in any one
occurrence to the limit of not less than One Million Dollars ($1,000,000.00) and
for damage to property in the amount of not less than Five Hundred Thousand
Dollars ($500,000.00) arising from Tenant's conduct and operation of its
business in the Leased Premises, and to furnish to Landlord certificates
evidencing the existence thereof.
Section 9.03. WAIVER OF CLAIMS BY LANDLORD. Landlord shall procure and
keep in effect during the term of this Lease fire and extended coverage
insurance on the Building in such amounts as Landlord deems necessary to
effectively protect itself against loss to its property arising out of casualty
covered by such insurance. All fire and extended coverage insurance which may be
carried by Landlord with respect to the Building or the property of Landlord
located therein shall contain or be endorsed with a clause permitting waiver of
rights of recovery prior to a loss and waiving all rights of subrogation so long
as such a clause is available. Landlord hereby waives all claims for recovery
from and releases Tenant and, Its agents and employees for any loss or damage to
the Building or the property of Landlord located therein to the extent such loss
is or could have been covered by valid and collectible fire and extended
coverage insurance policies in standard form containing a waiver of subrogation
endorsement; it being the intent of the parties hereto to assign the entire risk
of loss arising out of damage to the Building or the property of Landlord to
Landlord or to Landlord's insurance carrier pursuant to such policies of
insurance. However, Tenant shall remain liable to Landlord for the cost of
repairing any damage to the Leased Premises, the Building, or the property of
Landlord which is caused or contributed to by the act or omission of Tenant, its
agents, employees or invitees to the extent that such damage is not insured or
insurable by Landlord under standard fire and extended coverage insurance
policies, or to the extent that Tenant's liability for such damage is not
waivable under any such waiver of subrogation provision or endorsement. Any
expense to Landlord in obtaining such waiver of subrogation endorsement,
together with the underlying premiums for such insurance, shall be deemed to be
included in the operating expenses defined in Article IV of this Lease.
Section 9.04. PUBLIC LIABILITY INSURANCE FOR BUILDING. Landlord agrees
to procure and maintain during the Term a policy or policies of insurance
written by a responsible insurance company or companies insuring Landlord
against any and all losses, claims, demands or actions for injury to or death
of any one or more persons in any one occurrence to the limit of not less than
One Million Dollars ($1,000,000.00) and for damage to property in the amount of
not less than Five Hundred Thousand Dollars ($500,000.00), which insurance will
cover accidents or occurrences occurring in the Building (other than inside the
Leased Premises).
Section 9.05. LANDLORD'S NON-LIABILITY. Landlord shall not be liable to
Tenant or any other person in the Leased Premises or in the Building by Tenant's
consent, invitation or license, express or implied, for any damage either to
person or property sustained by reason of the condition of the Leased Premises
or the Building, or any part thereof, or arising from the bursting or leaking of
any water, gas, sewer or steam pipes, or due to any act or neglect of a
co-tenant or other occupant of the Building or other person therein, or due to
any casualty or accident in or about the Building.
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ARTICLE X
DESTRUCTION AND DAMAGE
SECTION 10.01. DAMAGE BY CASUALTY. In the event of a fire or other
casualty in the Leased Premises, Tenant shall give prompt notice thereof to
Landlord. If the Leased Premises, through no fault of Tenant, its agents,
employees, invitees or visitors, shall be partially destroyed by fire or other
casualty so as to render the Leased Premises partially or wholly untenantable,
the Rental shall be abated in whole or in part on the basis of square footage
occupied thereafter until such time as the Leased Premises are made fully fit
for use by tenant; provided, however, that if any act or neglect of Tenant, its
agents, employees or invitees shall have contributed to the cause of such fire
or other casualty, the Rental shall not be abated during the period of
restoration of the Leased Premises, except to the extent that Landlord collects
for such Rental from rental insurance.
SECTION 10.02. RESTORATION. In the event of damage to the Leased
Premises by fire or other casualty, Landlord shall, to the extent of available
insurance proceeds, repair the damaged portions of such premises to tenantable
condition for use by Tenant as soon as is reasonably possible. Landlord shall
have no duty to repair, restore or replace Tenant's fixtures or improvements,
including, without limitation, wall and floor coverings, special lighting
fixtures, built-in cabinets and bookshelves and any other improvements
originally installed by or for Tenant which are not a part of the standard
construction of the Building. In the event of the substantial destruction of the
Leased Premises or the Building to the extent that Landlord shall decide not to
rebuild the Building in the same manner as originally constructed, this Lease
shall be terminated as of the date of such destruction or damage with all Rental
paid or refunded so as to adjust to the date of such destruction or damage. In
the event that damage to the Building as the result of any casualty is such that
the Leased Premises cannot be used by Tenant for its normal business operations
for a period of nine (9) months or more, either Landlord or Tenant may cancel
and terminate this Lease with all Rental paid or refunded so as to adjust to the
date of such destruction or damage; provided, however, that Tenant shall not
have the right to cancel and terminate this Lease if any act or neglect of
Tenant or its agents, employees or invitees shall have contributed to the cause
of such casualty.
ARTICLE XI
DEFAULTS AND REMEDIES
SECTION 11.01. EVENTS OF DEFAULT. The happening of any one or more of
the following events shall be deemed to be an "Event of Default":
(a) The making by Tenant of an assignment for the benefit of its
creditors;
(b) The leaving of a writ of execution or attachment on or against
the Leased Premises or Tenant's interest therein as the
property of Tenant and the same not being released or
discharged within sixty (60) days thereafter;
(c) Institution of proceedings in a court of competent
jurisdiction for the reorganization, liquidation or
involuntary dissolution of Tenant, or for its adjudication as
a bankrupt or insolvent, or for the appointment of a receiver
of the property of Tenant, and said proceedings are not
dismissed, and any receiver, trustee or liquidator appointed
therein discharged, within ninety (90) days after the
institution of said proceedings;
(d) The voluntary filing of any proceeding for liquidation,
dissolution or adjudication of Tenant as a bankrupt;
(e) A mechanic's lien upon the Leased Premises or the Building is
asserted of record and the same is not released or otherwise
provided for by indemnification satisfactory to Landlord, or
any advancement made by Landlord is not paid pursuant to
Section 11.03; with applicable overhead charge within
forty-five (45) days after written notice thereof is given to
Tenant by Landlord;
(f) The making of any assignment of this Lease or any subletting
of the Leased Premises or some portion thereof without the
consent of Landlord;
(g) The failure of Tenant to pay any installment of Rental within
ten (10) days after its due date; or
(h) The failure of Tenant to perform any other of its covenants
under this Lease within ten (10) days after written notice or
demand therefor is served upon Tenant by Landlord, unless
within such ten (10) day period Tenant shall have commenced
action reasonably designed to eliminate such failure of
performance and diligently, expeditiously and continuously
pursues such action to a successful conclusion; provided in
all events that such curative action is successfully concluded
within sixty (60) days after the initial written notice or
demand from Landlord.
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SECTION 11.02. REMEDIES. Upon the occurance of an Event of Default,
Landlord may:
(a) Terminate this lease and all rights of Tenant hereunder
without terminating Tenant's obligations hereunder;
(b) Re-enter the Leased Premises with or without process of law,
using such means as may be necessary to remove all persons and
property therefrom;
(c) Remove all personal property from the Leased Premises and
dispose of the same immediately, applying the proceeds to the
amounts owed to Landlord; and/or
(d) Exercise any other right or remedy available to Landlord at
law or in equity in addition to or as an alternative to any of
the other rights and remedies of Landlord herein specified
upon the occasion of any such Event of Default.
In the event of Landlord's re-entry upon the Leased Premises as a result of the
occurance of any such Event of Default, Landlord shall be under no duty
whatsoever to attempt to relet the Leased Premises or to otherwise mitigate its
damages resulting from the occurrence of the Event of Default unless and until
all other rentable office space within the Building that is not occupied by
Landlord for its own use shall be leased and occupied. In the event that
Landlord should relet the Leased Premises or some portion thereof during the
balance of the term of this Lease, the proceeds of such reletting, after
deduction of all reasonable costs in connection with repossession and reletting
of the Leased Premises (including, without limitation, all attorney's fees,
leasing commissions, remodeling costs and similar expenses) shall be applied to
satisfaction of Tenant's obligations hereunder. Landlord shall have the right at
any time to file suit to recover any sums which have fallen due under this Lease
from time to time on one or more occasions without being obligated to wait until
the expiration of the term of this Lease, including, but not limited to, past
due Rental, interest, late payment charges, advances, and attorneys' fees.
Landlord shall also be entitled to recover immediately as damages from Tenant a
sum of money equal to the total of the cost of recovering possession of the
Leased Premises, the unpaid Rental owed at the time of such termination or
repossession, the balance of the Rental for the remainder of the originally
stated Term less the fair market rental value of the Leased Premises for such
period, and any other sum of money or damages owed by Tenant to Landlord.
SECTION 11.03. ADVANCES. In the event of any breach of the obligations
of Tenant hereunder, Landlord shall also have the right to cure such breach for
the account and at the expense of Tenant. Any money spent or costs or expenses
incurred in curing such a breach or default for the account of Tenant, together
with fifteen per centum (15%) additional overhead charge, shall be reimbursed to
Landlord within ten (10) days of rendition of a xxxx or statement to Tenant for
such costs, and Landlord shall have the same remedies for the nonpayment thereof
as for the nonpayment of Rental. Any advance not paid when due shall bear
interest from the date due at four percent (4%) over the prime rate announced by
Indiana National Bank (or any successors) from time to time.
SECTION 11.04. FEES AND COSTS. In the event Tenant defaults in the
performance of any of the terms, covenants, agreements or conditions contained
in this Lease, or any part thereof, or the collection of any Rental due or to
become due hereunder or recovery of possession of the Leased Premises, Tenant
agrees to pay Landlord all reasonable attorney's fees, other professional fees,
and costs incurred by Landlord in connection therewith. Tenant agrees that any
judgment rendered in favor of Landlord against Tenant in any legal action,
whether commenced by Landlord or by Tenant, shall include additionally a
judgment for attorney's fees which Tenant hereby agrees to pay. In the event
that Landlord is made a party to any action brought by and third party arising
out of Tenant's use or occupancy of the Leased Premises, Tenant shall indemnify
and hold Landlord harmless from any costs or fees in defending such action and
from any judgment rendered against Landlord in such action.
ARTICLE XII
EMINENT DOMAIN
SECTION 12.01. EFFECTS OF TAKING. If any part of the Leased Premises or
Building should be taken under exercise of the power of eminent domain, Landlord
may elect to terminate this Lease or to continue the same in effect. If Landlord
elects to continue the Lease, the Rental shall be reduced in proportion to the
area of the Leased Premises so taken and Landlord shall be responsible for the
performance of all work necessary to make the Leased Premises usable by Tenant
in addition to all work necessary in other portions of the Building as a result
of such taking. In the case of the taking of a portion of the Leased Premises,
Tenant shall also have the right to elect to terminate this Lease. In the event
of termination of this Lease by either Landlord or Tenant, notice of such
termination shall be given to the other party within thirty (30) days after
possession of the portion of the Leased Premises is taken by the condemning
authority. Such termination shall be effective as of the date when such
possession is taken as it relates to any portion of the Leased Premises taken
and as of the date when exclusive possession of the Leased Premises is
surrendered to Landlord on or after the date when possession of the balance of
the Leased Premises is taken by the condemning authority.
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SECTION 12.02. AWARDS. All sums awarded or agreed upon between Landlord
and the condemning authority for the taking of the interest of Landlord or
Tenant, whether as damages or as compensation, will be the property of Landlord,
free of any claim of Tenant. Notwithstanding the foregoing, Landlord shall not
be entitled to any award or compensation paid to Tenant for its moving expenses
or for any personal property of Tenant that may be taken in any such proceeding.
SECTION 12.03. DEFINITION. The term "taking" as used herein shall
include any conveyance or transfer in lieu of condemnation as well as any legal
action in condemnation taken under the power of eminent domain.
ARTICLE XIII
SUBORDINATION TO MORTGAGES
SECTION 13.01. AUTOMATIC SUBORDINATION. This Lease, and the rights of
Tenant hereunder, shall be subordinate to the lien or liens of any mortgage or
mortgages now or at any time hereafter in force with respect to the Building and
to all advances made or hereafter to be made upon the security thereof. If
requested by the holder of any such mortgage or mortgages, Tenant shall execute
and deliver to such holder an instrument in form and substance satisfactory to
such holder specifically subordinating this Lease to the lien of such mortgage
or mortgages. Such subordination shall be subject to the limitation that
Tenant's use and occupancy of the Leased Premises shall not be disturbed so long
as there is no Event of Default hereunder.
SECTION 13.02. WAIVER OF SUBORDINATION. Notwithstanding the terms of
Section 13.01, the holder of any such mortgage or mortgages shall have the right
at any time prior to the later of thirty (30) days after the date of final
execution of the Lease or thirty (30) days after the date of recording of any
such mortgage to declare this Lease to be superior in priority to the lien of
said mortgage notwithstanding the respective dates of execution or recording of
any such document.
SECTION 13.03. ATTORNMENT. If by reason of any default on the part of
Landlord or any successor Landlord as mortgagor under any such mortgage or
mortgages to which this Lease is subordinate, any such mortgage is foreclosed by
legal proceedings or extinguished by conveyance in lieu of foreclosure or
otherwise, Tenant shall attorn to and recognize such mortgage holder and its
successors and assigns, including any purchaser in foreclosure or grantee of a
deed in lieu thereof, as Landlord under this Lease. Tenant shall execute and
deliver at any time, upon request of Landlord or any holder of a mortgage to
which this Lease is subordinate and instrument to evidence such attornment and
containing the agreement of Tenant that no action taken to enforce any such
mortgage by reason of any default thereunder shall terminate this Lease or
invalidate or constitute a breach of any of the terms hereof, provided that
Tenant's possession of the Leased Premises shall not be disturbed if there is no
existing Event of Default. In the event that several mortgagees have a security
interest with different priority, Tenant shall attorn to such mortgagees in the
order of their priority.
ARTICLE XIV
TENANT'S CERTIFICATES
SECTION 14.01. AGREEMENT TO EXECUTE. Tenant agrees that, from time to
time, upon request by Landlord, Tenant will execute and deliver to Landlord or
to any mortgagee of Landlord's interest in the Building or any purchaser or
prospective purchaser of Landlord's interest in the Building or the Leased
Premises a statement in form and content supplied by Landlord and reasonably
acceptable to such prospective purchaser or mortgagee certifying (a) that this
Lease is unmodified and in full force and effect (or if there have been any
modifications, identifying the modifications and certifying that the Lease as
modified is in full force and effect); (b) the dates to which Rental and any
other charges have been paid; (c) the dates of commencement and expiration of
the term of this Lease; (d) that Landlord is not in default in the performance
of any of its obligations under the terms of this Lease or, if any such default
is claimed, the exact nature thereof in detail; and (e) such other matters as
Landlord or any such other party may reasonably request. Any such certificate
shall be executed and delivered by Tenant within ten (10) days after request
therefor is made. An Estoppel Certificate acceptable to Landlord is attached as
Exhibit D.
ARTICLE XV
RESERVED RIGHTS
SECTION 15.01. RIGHT OF INSPECTION. Landlord shall have the right at
any reasonable time and from time to time to enter the Leased Premises by its
agents and employees for the purpose of examining the condition thereof.
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SECTION 16.02. HOLDING OVER. In the event Tenant should remain in
possession of the Leased Premises after expiration of the term of this Lease
without execution by Landlord and Tenant of a new lease, then Tenant shall be
deemed to be occupying the Leased Premises as a tenant at sufferance subject to
all of the covenants and obligations of this Lease and at a daily Rental of one
hundred fifty percent (150%) of the per diem rate of Rental provided hereunder
for the immediately prior period computed on the basis of a thirty (30) day
month. Landlord, upon notice to Tenant, shall have the right to deem the
continuing occupancy of Tenant to constitute the creation of a month to month
tenancy at the monthly rental provided hereunder for the immediately prior
period, which month to month tenancy shall continue until either party shall
have given the other one (1) full calendar month's notice of an intention to
terminate such month to month tenancy.
ARTICLE XVII
NOTICES
SECTION 17.01. NOTICES. All notices and demands which may or are
required to be given by either party to the other hereunder shall be in writing
and shall be deemed to have been fully given when deposited with the United
States Postal Service, or its successor, first class, postage prepaid, and
addressed as required herein. Any notice served upon Tenant by delivery to the
person in charge of the business operations of Tenant at the Leased Premises
shall be deemed to be given upon the occasion of such personal delivery.
SECTION 17.02. EFFECTIVE DATE OF NOTICE. Any notice given by mail shall
be deemed to have been given on the day following the date upon which it is
deposited with the United States Postal Service, or its successor, with first
class postage prepaid and addressed as required herein. Any notice served upon
Tenant by delivery to the person in charge of the business operations of Tenant
at the Leased Premises shall be deemed to be given upon the occasion of such
personal delivery.
ARTICLE XVIII
MISCELLANEOUS AGREEMENTS
SECTION 18.01. WAIVER. The failure of Landlord to seek redress for
violation of, or to insist upon strict and timely performance of, any covenant
or condition of this Lease or any of the Rules of the Building set forth herein
or hereafter adopted by Landlord, shall not constitute a waiver of any such
violation or prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Landlord of rent with knowledge of the breach of any covenant of this
Lease shall not be deemed a waiver of such breach and no provision of this Lease
shall be deemed to have been waived by Landlord unless such waiver be in writing
signed by Landlord. No payment by Tenant or receipt by Landlord or a lesser
amount than the full Rental due shall be deemed to be other than on account of
the earliest stipulated payments due, nor shall any endorsement or statement on
any check or in any letter accompanying any check or other payment be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such Rental or to pursue
any other remedy as in this Lease provided. No act or thing done by Landlord or
Landlord's agents shall be deemed an acceptance of a surrender of the Leased
Premises and no agreement to accept such a surrender shall be valid unless in
writing signed by Landlord. No employee of Landlord or Landlord's agent shall
have any power to accept the keys of the Leased Premises prior to the
termination of this Lease and the delivery of keys to any such agent or employee
shall not operate as a termination of this Lease or an acceptance of a surrender
of the Leased Premises.
SECTION 18.02. REPRESENTATIONS. Neither Landlord nor Landlord's agents
have made any representations or promises with respect to the Leased Premises,
the Building, the land upon which the Building is erected, the Rental, expenses
of operation of the Building or any other matter or thing affecting or related
to the execution of this Lease except herein expressly set forth and no rights,
easements or licenses are acquired by Tenant by implication or otherwise except
as expressly set forth in the provisions of this Lease. All understandings and
agreements heretofore made between the parties hereto are merged in this Lease
which alone fully and completely expresses the agreement between Landlord and
Tenant and any agreement hereafter made shall be ineffective to change, modify
or amend it in whole or in part unless such agreement is in writing and signed
by the party against whom enforcement of the change, modification or amendment
is sought.
SECTION 18.03. QUIET ENJOYMENT. Landlord covenants and agrees with
Tenant that upon Tenant paying the Rental and all other charges due hereunder
and observing and performing all the terms, covenants and conditions on Tenant's
part to be observed and performed, Tenant may peaceably and quietly enjoy the
Leased Premises, subject, however, to the terms and conditions of this Lease.
-12-
SECTION 18.04 STATUS OF LANDLORD. The term Landlord as used in this
Lease so far as covenants or obligations on the part of Landlord are concerned
shall be limited to mean and include only the owner or owners at the time in
question of the Landlord's interest in the Building. Tenant shall look solely to
the Building and the land on which it is located for the collection of any
judgment (or enforcement of any other judicial process) requiring the payment of
money by Landlord with respect to any of the terms, covenants and conditions of
this Lease to be observed or performed by Landlord and no other property or
assets of Landlord shall be subject to levy, execution or other enforcement
procedures for the satisfaction of any obligation due Tenant.
SECTION 18.05 AIR AND LIGHT. This Lease does not grant or guarantee
Tenant continuance of or any right of a view or any easement for light and air
over any property adjoining the Leased Premises or the Building.
SECTION 18.06 CONSENTS AND APPROVALS. Wherever the consent or approval
of Landlord is required, such consent or approval shall only be valid when given
expressly in writing and identified in such writing as being intended as a
consent or approval required by the terms of this Lease. Consent or approval
shall never be implied by any act or statement made by or on behalf of Landlord.
SECTION 18.07 PARTIAL INVALIDITY. If any term, covenant or condition of
this Lease or the application thereof to any person or circumstance shall, to
any extent, be invalid or unenforceable, the remainder of this Lease or the
application of such terms, covenant or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable shall not be
affected thereby and each terms, covenant or condition of this Lease shall be
valid and in force to the fullest extent permitted by law.
SECTION 18.08 GOVERNING LAW. This Lease has been negotiated in the
State of Indiana with respect to premises located within the State of Indiana
and shall be governed by the laws of the State of Indiana.
SECTION 18.09. CONSENTS. Wherever consent or approval is required
hereunder, such consent or approval shall not be unreasonably withheld, except
as to assignment of this Lease or subletting of the Leased Premises other than
as specifically provided in Article VII.
SECTION 18.10. INTERPRETATION. The captions or headings to the various
articles and sections of this Lease are inserted only as a matter of convenience
and for reference and in no way define, limit, construe or describe the scope of
this Lease or the intent of any provision thereof. When applicable, use of the
singular form of any word shall also mean or apply to the plural and the neuter
form shall mean and apply to the masculine or feminine.
SECTION 18.11. SUCCESSORS AND ASSIGNS. Except as herein limited, this
Lease shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
LANDLORD: TENANT:
VERMONT STREET ASSOCIATES COMPUCOM DEVELOPMENT CORPORATION
By: Xxxxxx Management Corporation
Managing Agent
By: /s/ Xxxxxxxxx X. Xxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------- -----------------------------
Xxxxxxxxx X. Xxxx, President Signature
Xxxx X. Xxxxxxxx
-----------------------------
Printed Name and Office
-13-
[SECOND FLOOR PLAN]
EXHIBIT A
RENTABLE SQUARE FEET
The Term "Rentable Square Feet" as used in the Lease shall mean:
(a) As to each floor of the Building on which the Entire space
rentable to tenants is or will be leased to one tenant
(hereinafter referred to as "Single Tenant Floor") Rentable
Square Feet shall be the entire area bounded by the inside
surface of the glass on the four permanent exterior walls on
such floor, including all areas used for elevator lobbies,
corridors, special stairways, restrooms, mechanical rooms,
electrical rooms and telephone closets without deduction for
columns and other structural portions of the Building
or vertical penetrations that are included for the special use
of Tenant but excluding the area contained within the exterior
walls of the Building stairs, fire towers, vertical ducts,
elevator shafts, flues, vents, stacks and pipe shafts.
(b) As to each floor of the Building on which space is or will be
leased to more than one tenant (hereinafter referred to as
"Multi-Tenant Floor"), Rentable Square Feet attributable to
each such lease shall be the total of (i) the entire area
included within the Leased Premises covered by such lease,
being the area bounded by the inside surface of the glass on
any permanent exterior walls of the Building bounding such
Leased Premises, the exterior of all walls separating such
premises from any public corridors or other public area on
such floor, and the centerline of all walls separating such
Leased Premises from other areas leased or to be leased to
other tenants on such floor, and (ii) a pro rata portion of
the area covered by the elevator lobbies, corridors,
restrooms, mechanical rooms, electrical rooms and telephone
closets situated on such floor.
(c) For purposes of establishing the Tenant's Proportionate Share,
as shown in Section 2.01(i) of the Lease, Rentable Square Feet
of the Leased Premises is deemed to be as set forth in Section
2.01(b) of the Lease, and Rentable Square Feet of the Building
is deemed to be 59,138 square feet. Prior to the Commencement
Date, and from time to time thereafter at Landlord's option,
Landlord's architect shall determine and certify in writing to
Tenant and Landlord the actual Rentable Square Feet of the
Leased Premises and the Building, which determinations and
certifications shall be conclusive, and thereupon Tenant's
Proportionate Share shall be adjusted accordingly.
EXHIBIT A-1
LOCKERBIE MARKETPLACE
LANDLORD'S AND TENANT'S WORK LETTER
In addition to the mutual covenants contained in the Lease to which this Exhibit
B is a part, Landlord and Tenant further mutually agree as follows:
1. PLANS AND SPECIFICATIONS FOR THE LEASED PREMISES
(a) Tenant agrees to cooperate with Landlord's architects and
engineers, who shall prepare at Landlord's expense detailed
space plans for tenant finish improvements for Building
Standard Work for the Leased Premises which shall include, but
not be limited to, locations of doors, partitioning, reflected
ceiling, electrical fixtures, outlets and switches, telephone
outlets, and plumbing fixtures. Tenant may require work
(hereinafter referred to as "Building Non-Standard Work")
different from or in addition to Building Standard Work as
described in paragraph 2 hereof, such as extraordinary floor
loads and other special requirements. In such event, any
architectural, mechanical, electrical and structural
engineering drawings, plans and specifications so required
beyond Building Standard Work shall be prepared by Landlord's
architect or engineer at Tenant's expense and shall be subject
to the approval of Landlord. Tenant shall approve in writing
space plans prepared by Landlord, on or before the Space Plan
Approval Date set forth in Section 2.01(j) of the Lease.
Tenant may provide space plans by an architect selected by
Tenant at Tenant's expense prior to the Space Plan Approval
Date. Landlord shall be entitled, in all respects, to rely
upon all plans, drawings, and information so supplied. All
Working Drawings shall be prepared by Landlord's architect or
engineer, which Working Drawings shall include architectural,
mechanical, electrical and structural engineering drawings for
building standard work as described in paragraph 2 hereof at
Landlord's expense, but drawings or portions of drawings
relating to Building Non-Standard Work shall be prepared by
Landlord's architect at Tenant's expense.
(b) All plans and specifications referred to hereinabove in
subparagraph (a) of this paragraph are subject to Landlord's
approval, which approval shall not be unreasonably withheld.
(c) Space plans and specifications provided by Tenant shall not
conflict with building codes, laws or regulations for the City
of Indianapolis or the State of Indiana or with applicable
insurance regulations for a fire resistant building. All space
plans and specifications submitted by Tenant shall be in a
form satisfactory for filing with appropriate governmental
authorities for permits and licenses required for
construction.
(d) The extent to which any of Tenant's requirements are Building
Non-Standard Work or otherwise,exceed Building Standard Work
shall be determined by Landlord's architect or engineer."
2. BUILDING STANDARD WORK AT LANDLORD'S COST AND EXPENSE. Landlord agrees, at
its sole cost and expense, to furnish and install all of the following "Building
Standard Work" limited to the quantities specified here below, and as selected
and specified by the Landlord and as indicated on Tenant's final approved plans:
A. Partitions:
(1) Corridor and Demising Walls
3-1/2" metal stud partitions w/5/8' gypsum board each
side from floor to underside of floor deck above with
2-1/2" straight rubber base each side. Allowance of
one (1) lineal foot per forty (40) square feet.
(ii) Interior Walls
3-1/2" metal stud partitions 5/8" gypsum board each
side from floor to underside of finished ceiling with
2-1/2" straight rubber base each side. Allowance of
one (1) lineal foot per fifteen (15) square feet.
(iii) Wall Finish
Two coats of eggshell paint from one (1) of three (3)
building standard selections. Allowance of one (1)
color per 2,500 square feet.
EXHIBIT B
B. Doors:
(1) Entry Doors
3'0" x 8' 0" x 1-3/4" solid core, flush, red oak face
veneer hung in hollow metal frame painted with
lockset, 1-1/2" pair butts and doorstop. Allowance of
one (1) door per 3000 square feet.
(ii) Interior Doors
3'0" x 7'0" x 1-3/4" particleboard core, flush, oak
doors, stain grade, hung in hollow metal frame
painted, 1-1/2 pair butts and doorstop. Allowance of
one (1) door per 275 square feet.
C. Ceilings:
(i) Acoustical 2'-0" x 4'-0"regular lay-in tile, white
with white semi-recessed spline. Allowance of one (1)
tile per eight (8) square feet.
D. Flooring:
(i) Carpet installed throughout tenant space. Allowance
of $10.25 per square yard installed.
E. Lighting:
(i) Recessed fluorescent lay-in light fixtures with
initial xxxxxxx of cool white fluorescent tubes.
Allowance on one (1) light fixture per ninety (90)
square feet.
F. Electrical outlets:
(i) Allowance of one (1) outlet per two hundred fifty
(250) square feet, mounted on the wall.
G. Electrical light switches:
(i) Allowance of one (1) switch per four hundred
(400) square feet, mounted on the wall.
H. Telephone outlets:
(i) Allowance of one (1) outlet per three hundred fifty
(350) square feet.
I. Sprinkler:
(i) Allowance of one (1) sprinkler head per 225 square
feet.
J. Drinking Fountain:
(i) Allowance of two (2) drinking fountains per floor
(location by landlord).
K. Floor Loading
(i) Design criteria provides sufficient capacity, on each
tenant floor, to accommodate a live load and
partition load at an average rate of seventy (70)
pounds per square foot of floor area. Any additional
loading requirements will need to be verified through
the landlord.
L. Window Coverings:
(i) Architectural thin-line venetian blinds to be
provided by owner at all peripheral windows.
3. SUBSTITUTIONS AND CREDITS. Tenant may select different materials (except
exterior window blinds) in place of Building Standard materials which would
otherwise be initially furnished and installed by Landlord in the Interior of
the Leased Premises under the provisions of this Exhibit B, provided such
selection is indicated on Tenant's space plans and specification as approved by
Landlord. If Tenant selects interior finish items, such as wall paint, and/or
wall coverings, fixtures and carpeting different from Landlord's Building
Standard Work, Tenant shall notify Landlord of all such selections in writing
with the submission of plans provided by Tenant or on the Space Plan Approval
Date. All interior decorating items and services selected by Tenant in excess of
Building Standard Work shall be provided by Tenant at Tenant's sole cost and
expense after approval by Landlord. If Tenant shall make any such selection,
Tenant shall pay to Landlord, as hereinafter provided, the difference between
the cost of such different materials and the credit given by Landlord for the
materials thereby replaced plus a fee of ten percent (10%) of the difference, if
any, for Landlord's additional costs resulting from such substitution.
-2-
4. BUILDING NON-STANDARD WORK AT TENANT'S COST AND EXPENSE. Landlord shall cause
Tenant's Building Non-Standard Work to be installed by Landlord's contractor at
Tenant's sole cost and expense only after landlord has approved Tenant's space
plans for Building Standard and Non-Standard Work. Prior to commencing any such
work, Landlord shall submit to Tenant a written estimate of the cost of the
approved Building Non-Standard Work. If Tenant approves such estimate, Tenant
shall notify landlord in writing within seven (7) days after submission of the
estimate of its approval and Landlord shall thereafter cause its contractor to
proceed with such work. Tenant shall be responsible for any costs in excess of
the estimate. If Tenant shall fail to approve the cost estimate for Building
Non-Standard Work within seven (7) days after the submission thereof, such
failure is to be deemed a disapproval thereof; and Landlord's contractor shall
not proceed with any work. It Is understood that Tenant shall be liable for any
delays and increased costs resulting from delays in approvals by Tenant of space
plans and cost estimates for Building Non-Standard Work within the time allowed,
such failure shall be deemed a disapproval thereof, and Landlord's contractor
shall not proceed with any work. It is understood that Tenant shall be liable
for any delays and increased cost resulting from delays in approvals by Tenant
of space plans and cost estimates for building Non-Standard Work. Tenant shall
also be responsible for the design, function and maintenance of such special
improvements, whether or not installed by Landlord at Tenant's request. Tenant
agrees to pay Landlord or Landlord's contractor, promptly upon, receipt of
invoices therefor from Landlord or Landlord's contractor, the amount of all
invoices for the installation of Building Non-Standard Work plus ten percent
(10%) of the amount of such invoices to cover Landlord's overhead and expenses
in the coordination of the work.
No such different materials shall be furnished and installed in replacement for
any Building Standard materials until landlord has submitted an estimate to
Tenant in writing of the increased cost thereof and Landlord and Tenant have
agreed in writing on the increased cost of such different materials and
installation in excess of the cost of Building Standard. If Tenant approves such
estimate, it shall notify Landlord in writing within seven (7) days after
submission of the cost estimate and Landlord's contractor shall thereafter
proceed with such work. If Tenant shall fail to approve such estimate within
seven (7) days after the submission thereof, such failure is to be deemed a
disapproval thereof; and Landlord's contractor shall proceed with the Building
Standard Work in lieu of the proposed substituted work. Tenant shall thereupon
also be liable for the delay and increased cost, if any, in completing the
affected Building Standard Work.
All amounts payable by Tenant to Landlord pursuant to this paragraph 4 shall be
paid by Tenant promptly after the rendering of invoices therefor by Landlord or
its contractor to Tenant, it being understood that such bills may be rendered
during the progress of the performance of the work and/or the furnishing and
installation of the materials to which such bills relate. Any such different new
materials shall be surrendered by Tenant to Landlord at the end of the initial
or other expiration of the term of the Lease. No credit shall be granted for the
omission of materials where no replacement in kind is made. There shall be
credits only for substitutions in kind, e.g., a lighting fixture credit may be
applied only against the cost of another type of lighting fixture.
5. COMPLETION AND RENTAL COMMENCEMENT DATE. The Commencement Date of the Lease
as set forth in Section 2.01(d) of the Lease shall not be delayed by any of the
following:
(a) Tenant's failure to approve or furnish space plans and
specification in accordance with date specified in paragraph
one hereof; or
(b) Tenant's request for materials, finishes, or installations
other than Building Standard items; or
(c) Tenant's changes in said plans and specifications after the
approval or submission thereof to Landlord in accordance with
date specified in paragraph 1 hereof; or
(d) A delay in performance of Building Standard Work as a result
of Tenant's failure to approve written estimates of the costs
of Building Non-Standard Work or materials in accordance with
paragraphs 3 or 4 hereof.
-3-
RULES OF THE BUILDING
1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or
encumbered by any tenant or used for any purpose other than for
ingress to engress from the Leased Premises and for delivery of
merchandise and equipment in a prompt and efficient manner using only
elevators and passageways designated for such delivery by Landlord.
There shall not be used in any space, or in the public hall of the
Building, either by any tenant or by jobbers or others in the
delivery or receipt of merchandise, any hand trucks other than those
equipped with rubber tires and sideguards.
2. The wash basins, water closets and other plumbing fixtures shall not
be used for any purposes other than those for which they were
designed or constructed and no sweeping, rubbish, rags, acids or
other substances shall be deposited therein, and the expense of any
breakage, stoppage, or damage resulting from the violation of this
rule shall be borne by the tenant who, or whose agents, employees or
visitors, shall have caused it.
3. No tenant shall sweep or throw or permit to be swept or thrown from
the Leased Premises any dirt or other substances into any of the
corridors, halls, elevators or stairways of the Building, and tenants
shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the Leased Premises or permit or suffer the
Leased Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by
reason of noise, odors and/or vibrations, or interfere in any way
with other tenants or those having business therein, nor shall any
animals or birds be kept in or about the Building. Smoking or
carrying lighted tobacco products in the elevators of the Building is
prohibited. Cooking in the Building is prohibited. Use of any part of
the Leased Premises as a residence is prohibited.
4. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any tenant on any part of the
outside of the Leased Premises of the Building or an the inside of
the Leased Premises without the prior consent of Landlord. In the
event of the violation of the foregoing by any tenant, Landlord may
remove same without any liability, and may charge the expense
incurred by such removal to any tenant violating this rule. Interior
signs on doors and directory tablet shall be inscribed, printed or
affixed for each tenant by Landlord at the expense of such tenant,
and shall be of a size, color and style acceptable to Landlord.
5. No tenant shall xxxx, paint, drill into, or in any way deface any
part of the Leased Premises of the Building of which they form a
part. No boring, cutting or stringing of wires shall be permitted,
except with the prior consent of Landlord, and as Landlord may
direct.
No tenant shall lay linoleum, or other similar floor covering so that
the same shall cane in direct contact with the floor of the Leased
Premises, and, if linoleum or other similar floor covering is
desired to be used, an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other material, soluble
in water, the use of cement or other similar adhesive material being
expressly prohibited.
6. Freight, furniture, business equipment, merchandise and bulky matter
of any description shall be delivered to and removed from the Leased
Premises only on the freight elevator and through the service
entrances and corridors, and only during hours and in a manner
approved by Landlord. Landlord reserves the right to inspect all
freight to be brought into the Building and to exclude from the
Building all freight which violates any of these Rules of the
Building or the Lease of which these rules are a part.
7. Landlord reserves the right to exclude from the Building between the
hours of 6 P. M. and 8 A. M. and at all hours on Saturdays, Sundays
and legal holidays all persons who do not present a pass to the
Building signed by Landlord. In such event, Landlord will furnish
passes to persons for whom any tenant requires same in writing. Each
tenant shall be responsible for all persons for whom it requests
such pass and shall be liable to Landlord for all acts of such
persons.
8. Landlord shall have the right to prohibit any advertising by any
tenant which, in Landlord's opinion, tends to impair the reputation
of the Building or its desirability as a Building for offices, and
upon written notice from Landlord, tenant shall refrain from or
discontinue such advertising.
9. Tenant shall not bring or permit to be brought or kept in or on the
Leased Premises any inflammable, combustible or explosive fluid,
material, chemical or substance, or cause or permit any odors of
cooking or other processes, or any unusual or other objectionable
odors to permeate in or emanate from the Leased Premises.
EXHIBIT C
10. Landlord shall furnish two (2) keys for each corridor door entering
the Leased Premises. Additional keys required by tenant shall be
obtained from landlord at a charge by Landlord to reimburse it for
the cost of making and providing any such keys. All such keys shall
remain the property of Landlord. No additional locks shall be
permitted on any doors of the Leased Premises without Landlord's
prior permission and tenant shall not make, or permit to be made, any
duplicate keys except those furnished by Landlord. Upon termination
of the Lease, tenant shall surrender to Landlord all keys to the
Leased Premises and shall give to Landlord the keys to and
combination of all locks for safes, safe cabinets and vault doors, if
any, remaining in the Leased Premises.
11. Canvassing, peddling, soliciting and distribution of handbills or any
other written materials in the Building are prohibited, and each
tenant shall cooperate to prevent the same.
12. The requirements of the tenants under these rules will be attended to
only upon application by telephone or in person at the office of the
Building, followed by a written request. Employees of Landlord shall
not perform any work or do anything outside of their regular duties
at the direction of any tenant unless under special instructions from
Landlord. Any request made by Tenants under a Lease shall be made in
accordance with the terms of the Lease.
13. Landlord may waive any one or more of these Rules for the benefit of
any particular tenant or tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules in favor of any other
tenant or tenants, nor prevent Landlord from thereafter enforcing any
such Rules against any or all of the tenants of the Building.
14. These Rules of the Building are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the
terms, covenants, agreements and conditions of any lease of premises
in the Building.
15. Landlord reserves the right to make such other reasonable rules and
regulations as in its judgment may from time to time be needed for
the safety, care and cleanliness of the Building, and for the
preservation of good order therein.
-2-
ESTOPPEL CERTIFICATE
BUILDING: Lockerbie Marketplace
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX
PREMISES: Suite 240
LEASE DATED: November 5, 1986
COMMENCEMENT DATE: January 1, 1987
EXPIRATION DATE: December 31, 0000
XXXXXXXX: Xxxxxxx Xxxxxx Associates
TENANT COMPUCOM DEVELOPMENT CORPORATION
The undersigned, the tenant under the above-referenced lease, certifies
to (Mortgagee/Purchaser) of the above Building, that the lease, some of the
terms of which are stated above, is unmodified except as indicated at the end of
this certificate and is presently in full force and effect as modified; that the
term thereof has commenced and full rental is now accruing thereunder; that the
undersigned has accepted possession of the premises and that all improvements
required by the terms of the lease to be made by the landlord have been
completed to the satisfaction of the undersigned; that rent was last paid on N/A
for the period ending N/A and that no rent under the lease has been paid more
than thirty (30) days in advance of its due date; that the undersigned, as of
this date, has no charge, lien or claim of offset under the lease or otherwise
against rents or other charges due or to become due thereunder; and that there
are no presently existing defaults on the part of the landlord under the lease.
"TENANT"
COMPUCOM DEVELOPMENT CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Modifications: Signature
Amended 12/01/86
_____________________________ Xxxx X. Xxxxxxxx
-----------------------------------------
_____________________________ Printed Name and Office
Director of Information Services
_____________________________
_____________________________
EXHIBIT D
[SECOND FLOOR PLAN]
EXHIBIT A
TENANT ESTOPPEL CERTIFICATE
TO: THE AETNA CASUALTY AND SURETY COMPANY and/or its affiliates:
1. The undersigned is the Tenant under that certain Amendment of Lease
dated May 26, 1989 by and between Vermont Street Associates as Landlord
and Compucom Communications Corporation as Tenant, covering those
Leased Premises commonly known and designated as Xxxxx 000, 000 X.
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000.
2. The Lease has not been modified, changed, altered or amended in any
respect (except as indicated following this sentence) and is the only
Lease or agreement between the undersigned and the Landlord affecting
said Leased Premises. If none, state "none." Amendments dated May 26,
1989, December 1, 1986, March 31, 1987, and May 10, 1987.
3. The undersigned has made no agreements with Landlord or its agents or
employees concerning free rent, partial rent, rebate of rental payments
or any other type of rental concession (except as indicated following
this sentence). If none, state "none." Six month rent abatement
pursuant to Section 5.02 of the Amendment of Lease dated May 26 1989.
4. The undersigned has accepted and now occupies the leased premises, and
is and has been open for business since N/A. The Lease term began N/A,
and the rent for said leased premises has been paid to and including
N/A. No rent has been prepaid for more than two (2) months. The fixed
minimum rent being paid as above is $10,082.15 per month. The rent will
increase commencing October 1, 1989 pursuant to Section 5.02 of the
Amendment of Lease dated May 26, 1989.
5. The Lease is not in default and is in full force and effect. As of the
date hereof, the undersigned is entitled to no credit, no free rent and
no offset or deduction in rent.
6. The undersigned has received or will receive payment or credit for
tenant improvement work in the total amount of $ N/A (or if other than
cash, describe below). If none, state "none." None
7. The Lease does not contain and the undersigned doesn't have any
outstanding options or rights of first refusal to purchase the premises
or any part thereof or the real property of which the premises are a
part.
8. No actions, whether voluntary or otherwise, are pending against the
undersigned under the bankruptcy laws of the United States or any
state thereof.
9. The undersigned acknowledges that all the interest of Landlord in and
to the above-mentioned lease is being duly assigned to THE AETNA
CASUALTY AND SURETY COMPANY or one of its affiliates hereinafter
"AETNA" and that pursuant to the terms thereof all rental payments
under said lease shall continue to be paid to Landlord in accordance
with the terms of the lease unless and until you are otherwise notified
in writing by AETNA, or its successors or assigns.
It is particularly noted:
(a) That under the provisions of said assignment said lease cannot
be terminated (either directly or by the exercise of any
option which could lead to termination) or modified in any of
its terms, or consent be given to the release of any party
having the liability thereon, without the prior written
consent of AETNA, or its successors and assigns, and without
such consent no rent may be collected or accepted more than
two months in advance.
(b) That the interest of the Landlord in said lease has been
assigned to AETNA, for the purposes specified in the
assignment and AETNA, or its successors and assigns, assumes
no duty, liability or obligation whatever under said lease or
any extension or renewal thereof.
(c) Any notices sent to THE AETNA CASUALTY AND SURETY COMPANY or
one of its affiliates should be sent by Registered Mail and
addressed to CityPlace, Xxxxxxxx, Xxxxxxxxxxx 00000,
Attention: Aetna Realty Investors, Inc.
10. This certification is made to induce THE AETNA CASUALTY AND SURETY
COMPANY or one of its affiliates to make certain fundings, knowing that
THE AETNA CASUALTY AND SURETY COMPANY relies upon the truth of this
certification in disbursing said funds.
11. Exhibit A attached hereto is hereby incorporated by this reference.
Dated this 26th day of May, 1989.
Tenant: COMPUCOM COMMUNICATIONS CORPORATION
By: /s/ [Illegible]
--------------------------------------------
Its President
-------------------------------------------
MORTGAGEE PROTECTION
Tenant agrees to give any mortgagees and/or trust deed holders, as to
all or a portion of the Leased Premises, by registered mail, a copy of any
notice of default served upon Landlord, provided that prior to such notice
Tenant has been notified in writing (by way of notice of assignment of rents and
leases, or otherwise) of the addresses of such mortgagees and/or trust deed
holders. Tenant agrees not to exercise any remedies available by virtue of a
default unless Landlord shall have failed to cure such default within thirty
days after receipt of notice of default or such additional time as may be
reasonably necessary to cure the default in the case of a default incapable of
being cured within thirty days. Tenant further agrees that the mortgagees and/or
trust deed holders shall have an additional thirty days within which to cure
such default, or if such default cannot be cured within that time, then such
additional time as may be necessary if within such thirty days any mortgagee
and/or trust deed holder has commenced and is diligently pursuing the remedies
necessary to cure such default (including but not limited to commencement of
foreclosure proceedings if necessary to effect such cure), in which event such
right, if any, as Tenant might otherwise have to terminate this Lease shall not
be exercised while such remedies are being so diligently pursued.
EXHIBIT A
TENANT ESTOPPEL CERTIFICATE
TO: THE AETNA CASUALTY AND SURETY COMPANY and/or its affiliates:
1. The undersigned is the Tenant under that certain Lease dated March 31,
1987 by and between Vermont Street Associates as Landlord and Compucom
Communications Corporation as Tenant, covering those leased premises
commonly known and designated as Xxxxx 000, 000 X. Xxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000.
2. The Lease has not been modified, changed, altered or amended in any
respect (except as indicated following this sentence) and is the only
Lease or agreement between the undersigned and the Landlord affecting
said Leased premises. If none, state "none." Amendments dated December
1, 1986, March 31, 1987, and May 10, 1987.
3. The undersigned has made no agreements with Landlord or its agents or
employees concerning free rent, partial rent, rebate of rental payments
or any other type of rental concession (except as indicated following
this sentence). If none, state "none." Ten month rent abatement
pursuant to Section 5.02 of the Amendment dated May 10, 1987.
4. The undersigned has accepted and now occupies the leased premises, and
is and has been open for business since February 13, 1987. The Lease
term began February 13, 1987, and the rent for said leased premises has
been paid to and including N/A. No rent has been prepaid for more than
two (2) months. The fixed minimum rent being paid as above is
$13,208.04 per month. Commencing January 1, 1988 pursuant to Section
5.02 of the Amendment dated May 10, 1987.
5. The Lease is not in default and is in full force and effect. As of the
date hereof, the undersigned is entitled to no credit, no free rent and
no offset or deduction in rent.
6. The undersigned has received or will receive payment or credit for
tenant improvement work in the total amount of $ N/A (or if other than
cash, describe below). If none, state "none." None.
7. The Lease does not contain and the undersigned doesn't have any
outstanding options or rights of first refusal to purchase the premises
or any part thereof or the real property of which the premises are a
part.
8. No actions, whether voluntary or otherwise, are pending against the
undersigned under the bankruptcy laws of the United States or any state
thereof.
9. The undersigned acknowledges that all the interest of Landlord in and
to the above-mentioned lease is being duly assigned to THE AETNA
CASUALTY AND SURETY COMPANY or one of its affiliates hereinafter
"AETNA" and that pursuant to the terms thereof all rental payments
under said lease shall continue to be paid to Landlord in accordance
with the terms of the lease unless and until you are otherwise notified
in writing by AETNA, or its successors or assigns.
It is particularly noted:
(a) That under-the-provisions of said assignment said lease cannot
be terminated (either directly or by the exercise of any
option which could lead to termination) or modified in any of
its terms, or consent be given to the release of any party
having the liability thereon, without the prior written
consent of AETNA, or its successors and assigns, and without
such consent no rent may be collected or accepted more than
two months in advance.
(b) That the interest of the Landlord in said lease has been
assigned to AETNA, for the purposes specified in the
assignment and AETNA, or its successors and assigns, assumes
no duty, liability or obligation whatever under said lease or
any extension or renewal thereof.
(c) Any notices sent to THE AETNA CASUALTY AND SURETY COMPANY or
one of its affiliates should be sent by Registered Mail and
addressed to CityPlace, Xxxxxxxx, Xxxxxxxxxxx 00000,
Attention: Aetna Realty Investors, Inc.
10. This certification is made to induce THE AETNA CASUALTY AND SURETY
COMPANY or one of its affiliates to make certain fundings, knowing that
THE AETNA CASUALTY AND SURETY COMPANY relies upon the truth of this
certification in disbursing said funds.
11. Exhibit A attached hereto is hereby incorporated by this reference.
Dated this 5th day of November, 1987
Compucom Communications Corp. Tenant
-----------------------------
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Its Director of Information Services
---------------------------------
MORTGAGEE PROTECTION
Tenant agrees to give any mortgagees and/or trust deed holders, as to
all or a portion of the Leased Premises, by registered mail, a copy of any
notice of default served upon Landlord, provided that prior to such notice
Tenant has been notified in writing (by way of notice of assignment of rents and
leases, or otherwise) of the addresses of such mortgagees and/or trust deed
holders. Tenant agrees not to exercise any remedies available by virtue of a
default unless Landlord shall have failed to cure such default within thirty
days after receipt of notice of default or such additional time as may be
reasonably necessary to cure the default in the case of a default incapable of
being cured within thirty days. Tenant further agrees that the mortgagees and/or
trust deed holders shall have an additional thirty days within which to cure
such default, or if such default cannot be cured within that time, then such
additional time as may be necessary if within such thirty days any mortgagee
and/or trust deed holder has commenced and is diligently pursuing the remedies
necessary to cure such default (including but not limited to commencement of
foreclosure proceedings if necessary to effect such cure), in which event such
right, if any, as Tenant might otherwise have to terminate this Lease shall not
be exercised while such remedies are being so diligently pursued.
EXHIBIT A
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS AGREEMENT is dated the 5th day of November, 1987, and is made
between Aetna Casualty and Surety Company, ("Mortgagee"), and Compucom
Communications Corporation ("Tenant").
RECITALS:
(a) Tenant has entered into a certain lease ("Lease") dated March 31,
1987, and amended December 1, 1986, March 31, 1987 and May 10, 1987 with Vermont
Street Associates as lessor ("Landlord"), covering certain premises known as
Xxxxx 000 and located on 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 (the
"Demised Premises"); and
(b) Mortgagee has agreed to make a mortgage loan pursuant to Loan
Application number 38978 to the Landlord, secured by the Demised Premises, and
the parties desire to set forth their agreement herein.
NOW, THEREFORE, in consideration of the Demised Premises and of the sum
of ONE DOLLAR ($1.00) by each party in hand paid to the other, the receipt of
which is hereby acknowledged, the parties hereby agree as follows:
1. Said Lease is and shall be subject and subordinate to the Mortgage
insofar as it affects the real property of which the Demised Premises form a
part, and to all renewals, modifications, consolidations, replacements and
extensions thereof, to the full extent of amounts secured thereby and interest
thereon.
2. Tenant agrees that it will attorn to and recognize any purchaser at
a foreclosure sale under the Mortgage, any transferee who acquires the Demised
Premises by deed in lieu of foreclosure, and the successors and assigns of such
purchaser(s), as its landlord for the unexpired balance (and any extensions, if
exercised) of the term of said Lease upon the same terms and conditions set
forth in said Lease.
3. If it becomes necessary to foreclose the Mortgage, Mortgagee will
not terminate said Lease nor join Tenant in summary of foreclosure proceedings
so long as Tenant is not in default under any of the terms, covenants, or
conditions of said Lease.
4. If Mortgagee succeeds to the interest of Landlord under the Lease,
Mortgagee shall not be:
a. liable for any act or omission of any prior landlord
(including Landlord);or
b. liable for the return of any security deposit; or
c. subject to any offsets or defenses which Tenant might have
against any prior landlord (including Landlord); or
d. bound by any rent or additional rent which Tenant might
have paid for more than the current month to any prior landlord
(including Landlord); or
e. bound by any amendment or modification of the Lease made
without its consent.
5. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their successors and assigns.
6. Tenant agrees to give Mortgagee, by registered mail, a copy of any
notice to default served upon the Landlord, provided that prior to such notice
Tenant has been notified in writing, (by way of Notice of Assignment of Rents
and Leases, or otherwise) of the address of such Mortgagee. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in this Lease, then the Mortgagee shall have an additional sixty
(60) days within which to to cure such default or if such default shall be
granted if within such sixty (60) days Mortgagee has commenced and is diligently
pursuing the remedies necessary to cure such default (including, but not limited
to, commencement of foreclosure proceedings, if necessary to effect such cure),
in which event the Lease shall not be terminated while such remedies are being
so diligently pursued.
IN WITNESS WHEREOF, the parties hereto have executed these presents as
of the day and year first above written.
--------------------------------- Mortgage:_____________________________
Date
By: __________________________________
Its
Address: c/o Aetna Realty Investors,
Inc.
CityPlace
Xxxxxxxx, XX 00000
November 15, 1987 Tenant: Compucom Communications Corp.
--------------------------------- -------------------------------
Date
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------
Its: Director of Information
Services
