EXHIBIT 10.39
AGREEMENT AND CONSENT REGARDING SUBLEASE
THIS AGREEMENT AND CONSENT REGARDING SUBLEASE ("Agreement") is made as of the
20th day of December, 2000 by CSM - Properties, Inc., a Minnesota corporation
(herein, "Parent Landlord"), in favor of Fieldworks, Inc., a Minnesota
corporation, (herein, "Fieldworks", "Tenant" or "Sublandlord"), and Alternative
Business Furniture, Inc., a Minnesota corporation, (herein, "Subtenant").
WHEREAS, Parent Landlord, as Landlord, and Sublandlord, as Tenant, are parties
to that certain Lease dated May 16, 1997, as amended by Addendum to Lease dated
December 30, 1997 (as amended, the "Parent Lease") for the premises comprised of
approximately 52,769 square feet located in the Edenvale Crossing Business
Center, 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 December 11, 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 4,728 square
feet of the Premises; and
WHEREAS, Sublandlord and Subtenant have requested the written consent of Parent
Landlord to the Sublease; and
WHEREAS, Parent Landlord is willing to consent to the Sublease upon the terms
and conditions set forth herein.
NOW, THEREFORE, Parent Landlord hereby consents to the Sublease by and between
Sublandlord and Subtenant, subject to the terms and conditions set forth herein:
1. Sublandlord is and shall remain fully and wholly liable for
performance of all of its covenants and obligations as Tenant under the Parent
Lease;
2. 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;
3. 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;
4. 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;
5. This Agreement shall not be construed as a consent to any
alterations or modifications of the Premises described in 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; and
6. 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.
IN WITNESS WHEREOF, Parent Landlord has entered into this Agreement effective as
of the day and year first above written.
CSM PROPERTIES, INC.
By: /s/ Xxxx Xxxxxxx
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Its: Vice President
Date: December 20, 2000
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