1
EXHIBIT 10.9
FORM OF SUBLEASE BETWEEN THE REGISTRANT AND HEWLETT-PACKARD COMPANY
The following is a form of sublease between Acres Gaming Incorporated
and Hewlett-Packard Company. There are three subleases of the same form which
vary by the following items:
Sublease Suite Square Feet Monthly Rent
-------------- ----- ----------- ------------
1 L-123 7,095 $7,570.00
0 X-000, X-000 0,000 x0,000.00
0 X-000, X-000 1,979 $2,040.00
SUBLEASE
This Sublease (the "Sublease") is entered into by HEWLETT-PACKARD
COMPANY, a California corporation ("Sublessor") and ACRES GAMING, INCORPORATION,
A NEVADA CORPORATION ("Sublessee"), as of the 22 day of May, 1997.
1. Property Subleased. Sublessor hereby subleases to Sublessee, and Sublessee
hereby subleases from Sublessor, upon the terms and conditions set forth
herein, certain property (the "Premises") consisting of approximately 7095
square feet, commonly referred to as 000 XX 0xx Xxxxxx, Xxxxx X-000,
Xxxxxxxxx, Xxxxxx 00000.
2. Master Lease and Master Lessor. The Premises are presently leased by
Sublessor from Xxxxx Investments, LLC, an Oregon Limited Liability Company
("Master Lessor"). Sublessor and Master Lessor entered into a Lease for the
Premises on January 9, 1995 (the "Master Lease"). A copy of the Master Lease
containing 22 pages is attached hereto as exhibit "A" and incorporated
herein by this reference.
3. Premises Subject to Master Lease. Except as otherwise provided herein, this
Sublease is subject to all of the provisions of the Master Lease, and
Sublessee shall:
a. Be bound with respect to the Premises by all the terms, covenants, and
conditions of the Master Lease; and
b. Assume as to the Premises all obligations (including, without
limitation, obligations of maintenance, repair and indemnity) of
Sublessor under the Master Lease.
c. Have no right to exercise Sublessors rights pursuant to Paragraphs 2.3,
2.4, 2.5, and 2.6.
4. Term. The term of this Sublease (the "Lease Term") shall be for a period
commencing June 1, 1997 and ending April 20, 1999. However, this Sublease
shall earlier terminate if the Master Lease terminates for any reason, in
which event the parties shall be released from all liabilities and
obligations hereunder. Sublessee shall have the option to extend the term of
this Sublease for a period through April 30, 2000, provided Sublessee
delivers written notice to Sublessor a minimum of one hundred and fifty
(150) days prior to expiration of the initial sublease term.
2
5. Rent. Sublessee shall pay Sublessor as rent for the Lease Term the sum of
$7,570.00 per month, payable in advance on or before the first day of each
month, without deduction or offset and without prior notice or demand. Rent
for any partial month shall be pro-rated at 1/30 of the monthly rent for
each day in the partial month. Any rental sums more that ten (10) days past
due shall bear interest at the rate of eighteen percent (18%) per annum
until paid.
6. Condition of the Premises. Sublessee has inspected the Premises prior to
executing this Sublease. Sublessee acknowledges and agrees that as of the
commencement of the Lease Term:
a. The Premises are in good condition;
b. Sublessor has no obligation to make any improvements to the Premises;
and
c. The Premises are accepted "as is."
7. Insurance. Sublessee shall procure and maintain all insurance policies
required under the provisions of paragraph 10 of the Master Lease with
respect to the Premises. All such policies shall name Sublessor as an
additional insured. Certificates of insurance evidencing such policies shall
be delivered to Sublessor within ten days following the execution of this
Sublease.
8. Indemnity. Sublessee shall defend, indemnify and hold harmless Sublessor
from and against any and all liability, loss, claim, expense, damage, cost,
attorney's fee, or obligation arising by reason of:
a. Sublessee's use or occupancy of the Premises;
b. Sublessee's failure to comply with any term, condition, or covenant of
this Sublease or the Master Lease; or
c. Sublessee's negligence or willful misconduct.
9. Notices. Any notice given under this Sublease shall be in writing and shall
be hand delivered or mailed (by certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:
Sublessee: ACRES GAMING, INCORPORATED
000 XX 0xx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx, Executive Vice President
Sublessor: Hewlett-Packard Company
0000 XX Xxxxxx Xxxx.
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Any notice shall be deemed to have been given when hand delivered or, if
mailed, seventy-two hours after the time that such notice is deposited in
the United States mail.
10. Remedies of Sublessor Upon Default. Sublessor shall, if Sublessee breaches
any provision of this Sublease, be entitled to the same remedies as those
granted to the Master Lessor for default under the Master Lease, in addition
to any remedies at law or in equity which apply to subleases.
11. Nonassignment. Sublessee's interest in this Sublease is not assignable,
whether by operation of law or otherwise. Sublessee shall have no right to
sublet the Premises or to transfer any interest of Sublessee therein.
3
12. Surrender of the Premises. Upon the expiration of the Lease Term or earlier
termination of this Sublease, Sublessee shall surrender the Premises in the
same condition as received, ordinary wear and tear excepted.
13. Attorneys' Fees. Should either party commence any legal action or proceeding
against the other based on this Sublease, the prevailing party shall be
entitled to an award of reasonable attorneys' fees, in addition to any other
relief to which such party would be entitled.
14. Alterations. Sublessee, at Sublessees sole cost, expense and coordination
may remove the existing floor covering within the premises and paint the
underlying concrete slab floor.
15. Entire Agreement. This Sublease contains the entire agreement of the
parties. No representations, inducements, promises or agreements, oral or
otherwise, not embodied herein shall be of any force or effect.
IN WITNESS WHREOF, the parties have executed this Sublease as of the
date first written above.
SUBLESSOR: SUBLESSEE:
HEWLETT-PACKARD COMPANY ACRES GAMING, INCORPORATED
A NEVADA CORPORATION
By By
--------------------------- -----------------------------
Xxxxx Xxxxxxxx XXXXXX X. XXXXX,
EXECUTIVE VICE PRESIDENT
CONSENT TO SUBLEASE
The undersigned Landlord under the Master Lease hereby consents to the
sublease of the Premises in accordance with the terms and conditions of this
Sublease.
Xxxxx Investments, LLC
an Oregon Limited Liability
Company
By
------------------------------
XXXX XXXX,
---------------------
