Exhibit 10.15
REAL ESTATE SUB-SUBLEASE AGREEMENT
THIS AGREEMENT (the "Sub-Sublease") is made effective this 30th day
of March, 2007, by and among ELITE AUTOMOTIVE GROUP, LLC, an Oklahoma limited
liability company ("Elite"), and MIDNIGHT AUTO FRANCHISE CORP., a Michigan
corporation ("Midnight").
WITNESSETH
WHEREAS, Oklahoma Lube Investments, L.L.C., has leased certain real
property located in Oklahoma County, Oklahoma as more particularly described in
Exhibit "A" attached hereto and made a part hereof (the "Property") to primary
Lessor (the "Lessor"), Oklahoma Lube Associates, L.P., a Delaware limited
partnership pursuant to a Lease executed November 24, 1999;
WHEREAS, Elite has subleased the Property from Oklahoma Lube
Associates, L.P., pursuant to a Real Estate Sublease Agreement, dated February
14, 2003 (the "Sublease");
WHEREAS, the Elite desires to sub-sublease the Property to MAFC, and
MAFC desires to sub-sublease the Property from the Elite, upon the terms and
conditions hereinafter described, and to acquire Option to Purchase rights; and
NOW THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Elite and MAFC agree as
follows:
1. DEFINITIONS.
a. "Lease" means the lease between Oklahoma Lube
Investments, LLC and Oklahoma Lube Associates, L.P.
executed on November 24, 1999.
b. "Lender" means Lasalle Bank National Association.
c. "Lessor" means Oklahoma Lube Investments, LLC.
2. SUB-SUBLEASE. Elite hereby leases the Property to MAFC.
3. ADDITIONAL TERMS. Except as provided by this Sublease, the terms
from the Lease and the Sublease, incorporated by reference hereto, are binding
on MAFC.
4. SUBLEASE TERM. The term of this Sub-Sublease shall begin on the
date hereof and shall continue until April 30, 2013, unless earlier terminated
as provided herein (the "Sub-Sublease Term"). Upon the expiration of the
Sub-Sublease Term, this Sub-Sublease may be renewed or extended by MAFC for
additional two (2) consecutive five (5) year terms at the same rental price as
the initial term. If MAFC desires to exercise its option to renew or extend this
Sub-Sublease Agreement Between Elite Automotive Group, LLC and MAFC Page 1 of 5
Sub-Sublease, MAFC shall give Elite thirty (30) days advance written notice of
its intention to renew or extend this Sub-Sublease.
5. RENT. MAFC shall pay Elite for the use of the Property $[*]
per month during the term of this Sub-Sublease and for the additional two
consecutive terms if MAFC elects to extend this initial Sub-Sublease.
6. TRIPLE NET LEASE. This Sub-Sublease is intended to be a triple
net lease requiring MAFC to pay all utilities, insurance on the Property and
taxes, including ad valorem taxes, as provided in the Lease.
7. TITLE. No right, title or interest in the Property shall pass to
the MAFC other than the right to possess, use and enjoy the Property as provided
herein during the Sub-Sublease Term.
8. USE OF THE PROPERTY. The MAFC may use the Property only for
operation as an auto repair facility operating under the name "All Night Auto",
shall not commit any waste or environmental contamination of the Property, and
shall otherwise comply with all laws, rules and regulations relating to the
Property.
9. BROKERAGE COMMISSION. [Intentionally deleted]
10. SECURITY DEPOSIT. Oklahoma Lube Associates, LP holds [*] dollars
($[*]) as a security deposit from Elite Automotive Group, LLC pursuant to
Section 10 of the Elite Sublease. MAFC will reimburse Elite on the date hereof
for the same amount. Elite shall hold this security deposit under this
Sub-Sublease, to guarantee the full performance of all provisions of this
Sub-Sublease, including but not limited to the payment of rent, taxes,
insurance, maintenance, cleaning, and removal of equipment and signs. An
accounting will be made within thirty (30) days after the termination of this
Sub-Sublease.
11. CONSENT. This Sub-Sublease shall terminate at such time as MAFC
obtains a sublease agreement from Oklahoma Lube Associates, LP on terms
acceptable to MAFC, and the parties obtain the Lender's consent to such
sublease. Elite and MAFC shall use their commercially reasonable efforts to
obtain such sublease agreement and consent as quickly as possible after the date
hereof.
12. INSURANCE. MAFC shall obtain and maintain for the entire term of
this Sub-Sublease, at its own expense, insurance against loss or damage to the
contents and other personal property located on the Property for such amounts
and for such coverage as MAFC may deem appropriate from time to time.
At all times during the term of this Sub-Sublease, MAFC, at its own cost
and expense, will procure commercial or comprehensive general liability
insurance coverage in an amount of not less than One Million Dollars
($1,000,000.00) and in a form and issued by a company acceptable to Elite. Such
insurance must be written on an "occurrence" as opposed to a "claims made"
basis. Within ten (10) days after execution of this Sub-Sublease, MAFC shall
furnish to
Sub-Sublease Agreement Between Elite Automotive Group, LLC and MAFC Page 2 of 5
Elite a certificate of the insurer showing such insurance to be in force and
showing Elite as an additional named insured on such policy and having a loss
payable clause to both Elite and MAFC. Such certificate must also evidence the
issuer's agreement to provide Elite with written notice at least thirty (30)
days in advance of any cancellation, termination, amendment or modification to
such insurance
13. ACCESS. During the Sub-Sublease Term, the MAFC shall allow Elite
or its agents or employees access to the Property at all reasonable times for
the purpose of inspecting the Property and other purposes not inconsistent with
the terms of this Sub-Sublease.
14. SURRENDER OF PROPERTY AT SUB-SUBLEASE TERMINATION. MAFC shall,
upon the termination of this Sub-Sublease (unless termination is due to MAFC
entering into a sublease agreement with Oklahoma Lube Investments, LP),
surrender the Property to Elite, in good condition, ordinary wear and tear
excepted.
15. MAINTENANCE OF IMPROVEMENTS. Subject to the conditions set forth
above with respect to alterations, MAFC shall, at MAFC's expense, maintain all
improvements that may exist or hereafter be placed upon the Property during the
Sub-Sublease Term. In the event that any repair, alteration, change or other
work of any nature, structural or otherwise, is required to be performed during
the Sub-Sublease Term pursuant to any governmental regulation now in effect or
hereafter enacted with respect to any improvements hereafter placed on the
Property, the entire expense thereof, regardless of when the same shall be
incurred or become due, shall be the liability of the MAFC, and in no event
shall Elite be called upon to contribute thereto or to do any work or pay for
any work or material of any nature whatsoever on the Property.
16. NOTICES. Unless otherwise provided herein, all notices,
requests, consents and demands shall be in writing and shall be mailed to the
respective addresses specified in the parties Asset Purchase Agreement of even
date herewith.
17. SIGNAGE. Elite agrees that MAFC shall have the right to install
its registered trademark logo signage upon the exterior of the premises,
conditioned upon all details of the installation being submitted to Elite prior
to installation for approval, which approval will not be unreasonably withheld.
All signage currently existing on the Property is acceptable to Lessor and
Elite. All such signage shall be at MAFC's expense and MAFC agrees that upon
removal of the signage from the building, MAFC will be responsible for repairing
any damage caused by such removal.
18. SATELLITE SYSTEM. Elite hereby grants to MAFC the right to
install a satellite system upon the roof of the property conditioned upon MAFC
obtaining insurance coverage to cover any damage which might occur to the
property. MAFC agrees that it will be responsible for any damage caused by the
installation, damage to, or removal of the satellite system. Upon termination of
this Sub-Sublease, at the request of Lessor, MAFC, at its expense, shall remove
the satellite system and restore the roof of the property to its original
condition.
19. OPTION TO PURCHASE. Elite does hereby grant to MAFC an option to
purchase the property at any time during the term of this lease, or either of
the two extensions provided for
Sub-Sublease Agreement Between Elite Automotive Group, LLC and MAFC Page 3 of 5
herein, at a price to be determined equal to the then outstanding balance of the
note and mortgage owed to Lender, including all prepayment penalties or other
sums otherwise due under said note. This option is subject to all the terms and
conditions of the note and mortgage between Lessor and Lender, including but not
limited to any restrictions or prohibitions against prepayment. In the event
such option is exercised, the parties shall enter into a Purchase Agreement with
the usual and reasonable provisions for sale of a commercial property.
20. MODIFICATION TO PREMISES. To the extent Elite can cause the
Lessor under its Sublease to do so, Elite will be responsible for making any
modifications to the premises currently required by ADA for operation of the
facility for the use Elite currently uses the premises provided that Elite's
responsibility for such modifications shall not in any event exceed $10,000.00.
Any modifications requested by MAFC shall be made in writing to Elite no less
than ten (10) days prior to the beginning of the Sublease Term, and in the event
the requested modifications will exceed $10,000.00, Elite shall have the right
to terminate this agreement. Any additional modifications required by ADA or any
other agency shall be the responsibility of MAFC.
21. ENVIRONMENTAL STUDIES. MAFC shall have the right, but not the
obligation, to cause to be conducted environmental studies at its sole expense.
To the extent permitted by the existing insurance company, Elite will cause MAFC
to be added to the existing environmental insurance policy as an additional
insured. If the addition of MAFC as an additional insured is not permitted, MAFC
shall have the right to cancel this agreement.
22. WAIVER OF LIEN. Elite waives any right to place a lien on any of
MAFC's personal or business property, equipment or inventory or removable
fixtures.
23. EASEMENTS. Elite agrees that it will not grant any easements to
any part of the property which interfere with the present use of the property
without the written consent of MAFC.
24. WAIVER OF DAMAGES NOT APPLICABLE. Elite agrees that paragraph 33
of the primary lease shall not be enforced by Elite against MAFC.
IN WITNESS WHEREOF, Elite, MAFC, and Lessor have executed this
Sublease in multiple copies each of which shall be deemed to be an original, the
day and year first above written.
ELITE:
ELITE AUTOMOTIVE GROUP, LLC.
By: ______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Sole Manager
Sub-Sublease Agreement Between Elite Automotive Group, LLC and MAFC Page 4 of 5
MAFC: MIDNIGHT AUTO FRANCHISE CORP.,
A Michigan corporation
By: ______________________________
Name: Xxxxxxxx Xxxxx
Title: President
Sub-Sublease Agreement Between Elite Automotive Group, LLC and MAFC Page 5 of 5
