EXHIBIT 10.2
AGREEMENT AND CONSENT REGARDING SUBLEASE
THIS AGREEMENT AND CONSENT REGARDING SUBLEASE ("Agreement") is made as of the
8th day of August, 2000 by and between CSM PROPERTIES, INC., a Minnesota
corporation, (herein, "Parent Landlord"), FIELDWORKS, INC., (herein,
"Fieldworks", "Tenant" or "Sublandlord"), and FOUR 51, INC., (herein,
"Subtenant").
WHEREAS, Parent Landlord, as Landlord, and Sublandlord, as Tenant, are parties
to that certain Lease dated May 16, 1997, as amended by the Addendum to Lease
dated December 30, 1997, (the "Parent Lease") for the premises comprised of
approximately 52,769 square feet located at 0000 Xxxxxxx Xxxxx in Eden Prairie,
Minnesota (the "Premises"), as more particularly described in the Parent Lease;
and
WHEREAS, Sublandlord and Subtenant are parties to that certain Sublease
Agreement dated July 19, 2000, (the "Sublease"), a true and correct copy of
which is attached hereto as EXHIBIT A and incorporated herein by reference,
---------
pursuant to which Sublandlord subleases to Subtenant approximately 12,422 square
feet of the Premises; and
WHEREAS, Sublandlord and Subtenant have requested the written consent of Parent
Landlord to the Sublease; and
WHEREAS, as a condition to granting such consent, Parent Landlord requires
Sublandlord and Subtenant to execute this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
benefits to be derived from the performance hereof, the parties hereby agree as
follows:
1. Consent of Parent Landlord. Parent Landlord hereby consents to the
--------------------------
Sublease by and between Sublandlord and Subtenant, subject to the terms and
conditions set forth herein.
2. Agreements and Understandings of Sublandlord and Subtenant. Sublandlord
----------------------------------------------------------
and Subtenant understand and agree that notwithstanding the execution of this
Agreement or anything contained in the Sublease to the contrary:
a. Sublandlord is and shall remain fully and wholly liable for
performance of all of its covenants and obligations as Tenant under the Parent
Lease;
b. Nothing contained herein or in the Sublease shall be construed to
alter or modify any of the terms or covenants between Parent Landlord and Tenant
under the Parent Lease, or construed as releasing Tenant from its obligations
under the Parent Lease;
c. The Sublease and the interest of Subtenant therein shall be subject
and subordinate to all of the covenants, terms and conditions of the Parent
Lease, and nothing contained herein or in the Sublease shall be construed as an
agreement by Parent Landlord to honor the Sublease or grant non-disturbance to
Subtenant upon termination of the Parent Lease for any reason or upon default by
Sublandlord under any of the terms of the Parent Lease, whether or not such
default results in a termination of the Parent Lease;
d. This Agreement shall not be construed as a consent to any future
assignment, sublease or transfer of all or any portion of the Premises by either
Sublandlord or Subtenant, or
construed as a consent to any amendment to the Sublease;
e. This Agreement shall not be construed as a consent to any alterations
or modifications of the Premises, other than those described in Paragraph 10 and
Exhibit C of the Sublease, to the extent the consent of Parent Landlord is
---------
required under the terms of the Parent Lease prior to making such alterations or
modifications;
f. Subtenant hereby covenants to Parent Landlord that, upon demand,
Subtenant shall tender performance directly to Parent Landlord in its
performance of the Sublease. Subtenant acknowledges and agrees that Parent
Landlord shall have a right of entry to the Premises in the event of a default
by Tenant under the Parent Lease or by Subtenant in its performance of the
Sublease; and
g. Parent Landlord's execution of this Agreement is conditioned upon
Parent Landlord's receipt, no later than August 30, 2000, of a fully executed
original copy of this Agreement counter-signed by both Sublandlord and
Subtenant.
3. Lease Term. Parent Landlord, Sublandlord and Subtenant acknowledge and
----------
agree that the initial Term of the Parent Lease expires on November 30, 2004.
4. Miscellaneous. This Agreement contains the entire agreement of the parties
-------------
with respect to the subject matter set forth herein, and no other agreements or
understandings, whether oral or written, exist. This Agreement may be executed
in one or more counterparts, each of which when so executed and delivered shall
be deemed an original, but taken together shall constitute one and the same
instrument. This Agreement shall be governed by and interpreted pursuant to the
law of the State of Minnesota.
IN WITNESS WHEREOF, the parties have entered into this Agreement effective as of
the day and year first above written.
CSM PROPERTIES, INC. FIELDWORKS, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxxx
----------------------------- ------------------------------
Its: Vice President of Development Its: Chief Financial Officer
----------------------------- -----------------------------
FOUR 51, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Its: Chief Executive Officer
-----------------------------
