Exhibit 99.2
SUBLEASE AGREEMENT
This Sublease Agreement (the "Sublease Agreement"), dated as of August 1,
2001, is by and between CASS COMMUNICATIONS, INC. (the "Tenant") and CASS
RECRUITMENT MEDIA, INC. (the "Sublessee").
WHEREAS, Tenant and Xxxxxxxx Properties Acquisition Partners, L.P. (as
assigned from 1800 Xxxxxxx Associates) (the "Landlord") are parties to that
certain Standard Form Office Lease, dated as of July 31, 1993 (the "Lease"), as
amended, whereby Tenant rents certain space from Landlord in Suite 300 in the
building commonly known as 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx (the
"Building");
WHEREAS, Tenant and Landlord are parties to that certain Second Amendment
to Lease (the "Second Amendment"), dated as of September 31, 1998, whereby the
Premises (as defined in the Lease) was expanded to include 4,048 rentable square
feet on the Fourth Floor of the Building known as Suite 404 (the "Expansion
Space"); and
WHEREAS, Tenant desires to sublease the Expansion Space to Sublessee, and
Sublessee desires to sublease the Expansion Space from Tenant.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
1. Effective as of August 1, 2001, and for the Lease Term (as defined in the
Lease) Sublessee shall sublease from Tenant, and Tenant shall sublease to
Sublessee, the Expansion Space, pursuant to the terms and conditions set forth
herein and in the Second Amendment.
2. Except as otherwise specifically set forth herein, the Lease, as amended,
is hereby incorporated herein in its entirety as if fully set forth herein.
3. Sublessee shall pay to Tenant, in a timely manner pursuant to the terms of
the Second Amendment, the Rental Payments. For purposes of this Sublease, the
Rental Payments shall be:
-------------------------------------------------------------------------------------------------
Period Annual Base Rental Monthly Base Rental
-------------------------------------------------------------------------------------------------
Date hereof - July 31, 2001 $103,224.00 $8,602.00
-------------------------------------------------------------------------------------------------
August 1, 2001 - July 31, 2002 $105,248.00 $8,770.67
-------------------------------------------------------------------------------------------------
August 1, 2002 - July 31, 2003 $107,272.00 $8,939.33
--------------------------------------------------------------------------------------- ----------
Page 1 of 4
In the event Tenant receives a rent abatement or set-off for any reason
whatsoever from Landlord, and such rent abatement or set-off is directly related
to the Expansion Space, Tenant shall apply such rent abatement or set-off to the
amounts owed to it by Sublessee.
3. The parties acknowledge that prior to the execution of this Sublease
Agreement, Sublessee acted as a division of Tenant and, in such capacity,
occupied the Expansion Space. Sublessee therefore acknowledges that it has had
sufficient access and time to inspect the Expansion Space and agrees to accept
the same "as-is" without any agreements, representations, understandings or
obligations on the part of Landlord or Tenant to perform any alterations,
repairs or improvements.
4. Sublessee shall be solely responsible for all payments or other obligations
owed to Landlord pursuant to the Lease, as amended, as such payments or other
obligations are related to the Expansion Space.
5. Notwithstanding anything to the contrary contained in this Sublease, it is
understood and agreed that any and all construction, work, maintenance,
utilities, cleaning, repairs, replacements, facilities and services
(collectively, the "Services") to be made and/or furnished to the Expansion
Space by or on behalf of Landlord pursuant to any provisions of the Lease, as
amended, will be furnished by or on behalf of Landlord directly to Sublessee and
not by Tenant to Sublessee. Tenant shall not be liable to Sublessee, nor shall
Sublessee's obligations hereunder be impaired or the performance thereof be
excused, because of any failure or delay on the Landlord's part in furnishing
such Services, except in the event if such failure or delay is due in whole or
in part to Tenant's breach of the Lease, as amended, or some other act or
omission by Tenant which causes such failure or delay.
6. Sublessee shall maintain and keep the Expansion Space in good working
order.
7. Sublessee agrees that the Tenant and Landlord may terminate the Lease prior
to its set expiration date or, alternatively, may extend the expiration date.
In no event, however, shall Tenant be required to consult Sublessee on its
decisions related to the leased properties at the Building, nor shall it be
required to extend the lease of the Expansion Space. In the event Tenant and
Landlord terminate the lease of the Expansion Space, Sublessee shall have the
right to negotiate with Landlord regarding rental of the Expansion Space.
8. Tenant agrees not to extend the term of the Lease as it relates to the
Expansion Space without the prior written consent of Sublessee, which consent
may be withheld for any or no reason.
9. This Sublease Agreement may not be assigned by either party, in whole or in
part, without the prior written consent (i) in the case of an assignment by
Tenant, of Sublessee, and (ii) in the case of an assignment by Sublessee, of
Tenant and Landlord, provided however that a sale of substantially all of the
assets or capital stock by Sublessee shall not be deemed an assignment.
10. This Sublease Agreement may not be terminated prior to the expiration of
the Lease.
Page 2 of 4
11. This Sublease shall be binding upon and inure to the benefit of the parties
and their respective successors and assigns.
12. This Sublease supersedes all prior agreements and understandings of, and
constitutes the entire agreement between, the parties hereto with respect to the
subject matter hereof and cannot be modified or amended except in a writing
expressly referring hereto signed by the party to be bound thereby.
13. The failure of either party hereto to enforce any provision of this
Sublease or the Lease, as amended, or to restrict its performance hereunder to
its obligations stated herein shall not be construed as a waiver or modification
of any provision hereof nor shall it constitute a forfeiture by that party of
any rights to future enforcement of, or performance in accordance with any
provisions of this Sublease or the Lease, as amended.
14. So long as Sublessee shall timely make the payments required of it
hereunder, Tenant agrees to make all payments required to be made under the
Lease, as amended. Each party hereto agrees to refrain from doing or causing to
be done, or suffering or permitting to be done, any thing or act which could
constitute a default under the Lease, as amended, or the rights granted under
the Lease, as amended, to be canceled or terminated, forfeited or surrendered.
Each party agrees that it will indemnify the other against any direct loss,
liability, and expense (including, without limitation, reasonable attorney's
fees and costs) arising out of any default under the Lease, as amended, caused
by the indemnifying party.
15. Within three (3) days after receipt by Tenant, Tenant shall deliver to
Sublessee any notices of default, statements, bills and/or invoices Tenant
receives from Landlord under the Lease, as amended, to the extent Sublessee is
responsible thereof.
16. Whenever the consent or approval of Landlord is obtained by Sublessee (as
may be required under the Lease) such consent shall also be deemed to be the
consent or approval of Tenant, provided that the Tenant does not incur any
increased liability or decreased rights as a result thereof. Sublessee agrees
to send to Tenant copies of all requests by Sublessee for Landlord's consent or
approval and copies of any consent or approvals received from Landlord.
[SIGNATURE PAGE FOLLOWS]
Page 3 of 4
IN WITNESS WHEREOF, the parties hereto have caused this Sublease Agreement to be
executed on its behalf as of the day and year first above written.
CASS COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxx
Its: CEO
CASS RECRUITMENT MEDIA, INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------
Name: Xxxx X. Xxxxxxx
Its: President
Page 4 of 4
