Exhibit 10.13
SUBLEASE AGREEMENT DATED
JULY 1, 1996 BETWEEN
XXXXXX X. XXXXXX AND AIRNET SYSTEMS, INC.
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S U B L E A S E
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TABLE OF CONTENTS
INTRODUCTORY STATEMENT-------------------------------------------------------1
ARTICLE X. XXXXX AND TERM---------------------------------------------------1
Section 1.01 - Demised Premises-----------------------------------------1
Section 1.02 (a) - Term--------------------------------------------------2
Section 1.03 - Renewal Option--------------------------------------------2
ARTICLE II. RENT AND DEPOSIT------------------------------------------------2
Section 2.01 (a) - Minimum Rent-----------------------------------------2
Section 2.01 (b) - Prime Lease Rent-------------------------------------3
Section 2.02 - Payments by SubTenant------------------------------------3
Section 2.03 - Late Charge-----------------------------------------------3
ARTICLE III - PREPARATION OF DEMISED PREMISES--------------------------------3
Section 3.01 - Site Plan------------------------------------------------4
Section 3.02 - SubLandlord's Work--------------------------------------4
Section 3.03 - SubTenant's Work----------------------------------------4
Section 3.04 - Alterations by SubTenant----------------------------------4
ARTICLE IV - CONDUCT OF BUSINESS-------------------------------------------5
Section 4.01 - Use and Trade Name---------------------------------------5
Section 4.02 - Estoppel Certificate------------------------------------5
Section 4.03 - Utilities------------------------------------------------5
Section 4.04 - Sign-----------------------------------------------------5
Section 4.05 - SubTenant's Warranties----------------------------------5
Section 4.06 - Legal Requirements---------------------------------------6
Section 4.07 - Hazardous Materials---------------------------------------6
ARTICLE V. REPAIRS AND MAINTENANCE------------------------------------------7
Section 5.01 - SubLandlord's Obligations---------------------------------7
Section 5.02 - SubTenant's Obligations-----------------------------------7
ARTICLE VI. REAL ESTATE TAXES-----------------------------------------------7
Section 6.01 - Liability-------------------------------------------------7
Section 6.02 - Method of Payment-----------------------------------------8
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ARTICLE VII. INSURANCE------------------------------------------------------8
Section 7.01 - SubTenant's Obligations-----------------------------------8
Section 7.02 - Covenants to Hold Harmless--------------------------------9
Section 7.03 - Liability of SubLandlord to SubTenant--------------------10
ARTICLE VIII. DESTRUCTION OF DEMISED PREMISES --------------------------10
Section 8.01 - Continuance of SubLease----------------------------------10
Section 8.02 - Reconstruction: Rent Abatement--------------------------10
ARTICLE IX. CONDEMNATION---------------------------------------------------10
Section 9.01 - Eminent Domain-------------------------------------------11
ARTICLE X. ASSIGNMENT, SUBLETTING AND ENCUMBERING SUBLEASE-----------------11
ARTICLE XI. SUBORDINATION AND FINANCING------------------------------------11
Section 11.01 - Subordination------------------------------------------11
Section 11.02 - Attornment---------------------------------------------12
Section 11.03 - Financing-----------------------------------------------12
ARTICLE XII. DEFAULTS------------------------------------------------------12
Section 12.01 - Elements of Default------------------------------------12
Section 12.02 - SubLandlord's Remedies--------------------------------13
Section 12.03 - Additional Remedies and Waivers-----------------------14
Section 12.04 - Cure of Default----------------------------------------14
Section 12.05 - Default by SubLandlord----------------------------------15
ARTICLE XIII. RIGHT OF ACCESS----------------------------------------------15
ARTICLE XIV. DELAYS--------------------------------------------------------15
ARTICLE XV. END OF TERM----------------------------------------------------15
Section 15.01 - Return of Demised Premises------------------------------15
Section 15.02 - Holding Over--------------------------------------------16
ARTICLE XVI. COVENANT OF QUIET ENJOYMENT-----------------------------------16
ARTICLE XVII. MISCELLANEOUS------------------------------------------------16
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SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("SubLease") is made and entered into this 1st day
of July, 1996 (the "Effective Date"), by and between Xxxxxx X. Xxxxxx, an
individual, having his principal office address at 000 Xxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, Xxxx 00000 (hereinafter referred to as "SubLandlord") and Airnet
Systems, Inc., an Ohio corporation, having its principal office address at 0000
Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 (hereinafter referred to as
"SubTenant").
INTRODUCTORY STATEMENT
(a) SubLandlord is the present Lessee of a portion of the Demised Premises
under a certain Lease Agreement by and between the City of Columbus and Xxxxx X.
Xxxxxx, dated August 15, 1984 (hereinafter referred to as Prime Lease I), said
Prime Lease I encompasses a certain 0.249 acre tract.
(b) SubLandlord is the present Lessee of a portion of the Demised Premises
under a certain Lease Agreement by and between the City of Columbus and Xxxxx X.
Xxxxxx, dated October 4, 1984, as modified by Lease Modification #1, dated June
11, 1985, Lease Modification #2, dated June 11, 1986, Lease Modification #3,
dated May 11, 1987, Lease Modification #4, dated August 17, 1989, and Lease
Modification #5, dated December 15, 1994, (hereinafter collectively referred to
as the Prime Lease II), said Prime Lease II encompasses a certain 10.490 acre
tract.
SubLandlord leases the Demised Premises to SubTenant, and SubTenant takes
the Demised Premises from SubLandlord, upon, subject to and in accordance with
the provisions of each of Prime Lease I and Prime Lease II (collectively the
"Prime Lease").
This SubLease is subject and subordinate to all of the provisions of the
Prime Lease. SubTenant acknowledges receipt of a copy of the Prime Lease.
SubTenant representatives have read the Prime Lease, is familiar with its
provisions, and accepts this SubLease and its responsibilities under the
SubLease subject and subordinate to all of the provisions of the Prime Lease.
ARTICLE I
ARTICLE X. XXXXX AND TERM
Section 1.01 - Demised Premises: SubLandlord hereby subleases to SubTenant
for the term and upon the term, covenants and conditions hereinafter set forth,
the property designated as PDQ Complex on attached Exhibit "A" (or by such other
name as SubTenant may from time to time hereafter designate) and more
specifically described on attached Exhibit "B" (hereinafter the "Demised
Premises").
Section 1.02 - Term: The term of this SubLease shall be for a period of
eight (8) years and one(1) month, commencing on the Effective Date, and expiring
midnight on July 30, 2004, unless sooner terminated or extended in accordance
with the provisions hereof (the "Expiration Date"). The first SubLease Year
shall commence on the Effective Date and end on December 31, 1996. All
subsequent SubLease Years shall commence on January 1 and continue for twelve
(12) consecutive calendar months thereafter, except that the last SubLease Year
shall end on the SubLease Expiration Date.
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Section 1.03 - Renewal Option: It is intended that SubTenant shall have the
right to exercise (a) a first renewal option for the period from August 1, 2004
through and including December 31, 2009 and (b) a second renewal option of
twenty (20) years commencing on January 1, 2010 and continuing through December
31, 2029, as to the entire Demised Premises, all in accordance with each Prime
Lease, by giving written notice to SubLandlord no earlier than two hundred forty
(240) days prior to the end of the then lease term and not later than ninety
(90) days prior to the end of the then lease term. All terms, covenants and
conditions of this SubLease shall remain and continue in full force and effect
during each renewal term, except Minimum Rent which shall be increased to
reflect current market rent as mutually agreed by SubLandlord and SubTenant.
Notwithstanding the aforesaid, the Parties hereby acknowledge that the
initial term for Prime Lease I expires on July 31, 2004, and the initial term
for Prime Lease II expires on December 31, 2009. The Parties shall co-operate
and diligently work together to obtain the agreement of the Landlord on Prime
Lease I to extend the initial term of Prime Lease I to December 31, 2009,
thereby making the initial term of each Prime Lease coterminous and thus
accommodating the exercise of the first renewal option as to the entire Demised
Premises.. However, in the event the Parties cannot accomplish the same, then
the Parties shall amend this SubLease, and specifically this Section 1.03 as to
the renewal options, to reflect the separate and different Prime Lease
termination dates for the respective portions of the Demised Premises covered by
each Prime Lease, as set forth above, and shall adjust the several renewal
options accordingly.
ARTICLE II. RENT AND DEPOSIT
Section 2.01 (a) - Minimum Rent: Commencing on the Effective Date and
continuing during the entire term of the SubLease, the SubTenant shall pay
annual "Minimum Rent" for the Demised Premises in the amount of Nine Hundred
Thousand Dollars ($900,000) per annum, in equal monthly installments of
Seventy-Five Thousand Dollars ($75,000) per month, without demand, deduction,
set-off or counterclaim, in advance, on the first (1st) day of each month.
The first installment of Minimum Rent shall be deemed payable on the
Effective Date. If the Effective Date occurs on a day other than the first (1st)
day of a month, Minimum Rent shall be prorated on a daily basis on the basis of
a thirty (30) day month. In addition, in the event the first SubLease year is a
partial year, then all annual Minimum Rent shall be prorated on the basis of a
twelve (12) month year.
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Section 2.01 (b) - Prime Lease Rent: In addition to the Minimum Rent stated
in Section 2.01 (a), SubTenant shall pay to SubLandlord, as and when the same
becomes due and payable, as a part of Additional Rent, all rental obligations of
SubLandlord set forth in Prime Lease I & II. Said rental obligations are
currently One Hundred Ninety Seven and 65/100 Dollars ($197.65) and Nine
Thousand Three Hundred Thirty and 37/100 Dollars ($9330.37) per month,
respectively.
The parties acknowledge that the Rental due under the "Prime Lease" is
subject to an increase every three (3) years of the Prime Lease term. The
parties agree to adjust the portion of Additional Rent set forth herein in
accordance with any increase in the Prime Lease.
Section 2.02 - Payments by SubTenant: Throughout the term of this SubLease,
SubTenant shall pay to SubLandlord, without demand, deduction, set-off or
counterclaim, the rent, which is hereby defined as the sum of the Minimum Rent
and all Additional Rent (as defined in this SubLease), when and as the same
shall be due and payable hereunder. Unless otherwise stated, all other sums of
money or charges payable to SubLandlord from SubTenant by this SubLease in
excess of Minimum Rent are defined as "Additional Rent" and are due ten (10)
days after the rendering of an invoice therefor, without any deduction, set-off
or counterclaim, and failure to pay such charges carries the same consequences
as SubTenant's failure to pay Minimum Rent. All payments and charges required to
be made by SubTenant to SubLandlord hereunder shall be payable in coin or
currency of the United States of America, at the address indicated herein. No
payment to or receipt by SubLandlord of a lesser amount than that then amount
required to be paid hereunder shall be deemed to be other than on account of the
earliest amount of such obligation then due hereunder. No endorsement or
statement on any check or other communication accompanying a check for payment
of any amounts payable hereunder shall be deemed an accord and satisfaction, and
SubLandlord may accept any such check in payment without prejudice to
SubLandlord's right to recover the balance of any sums owed by SubTenant
hereunder.
Section 2.03 - Late Charge: In the event any sums required hereunder to be
paid are not received on or before the fifth (5th) calendar day after the same
are due, then, for each and every late payment, SubTenant shall immediately pay,
as Additional Rent, a service charge equal to the greater of Fifty Dollars
($50.00), or Ten Dollars ($10.00) per day for each day, after the due date of
such payment, that such payment has not been received by SubLandlord, or four
percent (4%) per month of the amount required to be paid. Notwithstanding this
service charge, SubTenant shall be in Default under this SubLease if all
payments required to be made by SubTenant are not made at or before the times
herein stipulated.
ARTICLE III - PREPARATION OF DEMISED PREMISES
Section 3.01 - Site Plan: Exhibit "A" sets forth the general layout of the
Demised Premises. SubLandlord does not warrant or represent that the Demised
Premises is constructed exactly as shown thereon.
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Section 3.02 - SubLandlord's Work: SubTenant consents to accept the
Premises in an "as is, where is" condition.
Section 3.03 - SubTenant's Work: Any and all work to be performed by
SubTenant shall be subject to SubLandlord's prior written approval and shall be
in accordance with good construction practices, all applicable laws, insurance
requirements and SubLandlord's reasonable rules and regulations. Further,
SubLandlord shall have no responsibility or liability for any loss or damage to
any property belonging to SubTenant. The SubTenant agrees to pay for all the
utilities used or consumed in the Demised Premises by SubTenant on and after the
Effective Date. SubTenant shall obtain, at SubTenant's sole expense, all
certificates and approvals which may be necessary so that a certificate of
occupancy for the Demised Premises may be issued. Copies of all such
certificates shall be delivered to SubLandlord.
Section 3.04 - Alterations by SubTenant:
(a) SubTenant may not make any exterior or structural alterations to
the Demised Premises without the prior written consent of SubLandlord. In
addition, SubTenant shall not make, except in an emergency, any interior
alterations, except for alterations to the interior decor of the Demised
Premises, or other interior non-structural modifications, without giving prior
written notice to SubLandlord and SubLandlord giving SubTenant its consent
therefor. Any such alterations shall be performed in a good and workmanlike
manner and in accordance with applicable legal and insurance requirements and
the terms and provisions of this SubLease.
(b) In the event that any mechanic's lien is filed against the
Demised Premises as a result of any work or act of SubTenant, SubTenant, at its
expense, shall discharge or bond off the same within ten (10) days from the
filing thereof. If SubTenant fails to discharge said mechanic's lien,
SubLandlord may bond or pay without inquiring into the validity of merits of
such lien said lien and all sums so advanced shall be paid on demand as
Additional Rent.
(c) Prior to the commencement of any work by SubTenant, SubTenant
shall obtain public liability and workmen's compensation insurance, both in
amounts acceptable to SubLandlord, to cover every contractor to be employed by
SubTenant, and shall deliver duplicate originals of all certificates of such
insurance to SubLandlord for written approval.
(d) If, in an emergency, it shall become necessary to make repairs
required to be made by SubTenant, SubLandlord may reenter the Demised Premises
and proceed to have such repairs made and pay the costs thereof. SubTenant shall
pay the SubLandlord the costs of such repairs on demand as Additional Rent.
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ARTICLE IV - CONDUCT OF BUSINESS
Section 4.01 - Use and Trade Name: SubTenant shall use and occupy the
Demised Premises for the following purposes only, and for no other purpose:
Constructing and operating aircraft hangars, associated office facilities,
aircraft ramp, and fuel storage for the conduct of aviation related operations
for which it has valid permits.
Section 4.02 - Estoppel Certificate: From time to time and upon twenty (20)
days notice, SubTenant agrees to execute and deliver a written
acceptance/estoppel certificate confirming that SubTenant has accepted the
Demised Premises and such other facts relative to this SubLease as SubLandlord
or any mortgagee of the Demised Premises may request to be confirmed. If
SubTenant fails to execute such certificate, SubTenant hereby appoints
SubLandlord as its attorney-in-fact, irrevocably, to execute and deliver such
certificate for SubTenant, or SubLandlord may elect to terminate this SubLease.
Section 4.03 - Utilities: SubTenant, at its expense, shall arrange for and
pay all costs and charges for all utilities and services provided or used in or
at the Demised Premises, commencing with the Effective Date and throughout the
term of this SubLease. SubTenant shall pay directly to the public utility
companies the cost of installation of any and all utility services not presently
at the Demised Premises. SubTenant agrees to indemnify and hold harmless
SubLandlord from and against any and all claims arising from the installation
and maintenance of such utility services and from all costs and charges for
utilities consumed on or by the Demised Premises.
Section 4.04 - Sign: SubTenant shall install and maintain its signage in
accordance with all appropriate governmental ordinances, regulations, rules and
laws.
Section 4.05 - SubTenant's Warranties: SubTenant warrants, represents,
covenants and agrees to and with SubLandlord, that throughout the term hereof it
shall: (i) keep the Demised Premises in a neat and clean condition, (ii) pay,
before delinquent, any and all taxes, assessments and public charges imposed
upon SubTenant's business or fixtures, and pay when due all fees of similar
nature, (iii) observe all rules and regulations established by SubLandlord,
provided SubTenant shall be given at least five (5) days notice thereof, (iv)
observe all restrictive covenants of record which are applicable to the Demised
Premises, provided the same do not prohibit SubTenant's permitted use of the
Demised Premises, (v) keep the Demised Premises sufficiently heated to prevent
freezing of water in pipes and fixtures in and about the Demised Premises, and
(vi) keep the temperature within the Demised Premises at such levels as may be
required by any federal, state or local laws, ordinances or regulations.
Section 4.06 - Legal Requirements: SubTenant shall at its own expense,
comply with all laws, orders, ordinances and with directions of public officers
thereunder, with all applicable Board of Fire Insurance Underwriters regulations
and other requirements and with all notices from SubLandlord's mortgagee
respecting all matters of occupancy, condition or maintenance of the Demised
Premises, whether such orders or directions shall be directed to SubTenant or
SubLandlord, and SubTenant shall hold SubLandlord harmless from any and all
costs or expenses on account thereof. SubTenant shall procure and maintain all
licenses and permits legally necessary for the operation of SubTenant's business
and allow SubLandlord to inspect them on request.
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Section 4.07 - Hazardous Materials: The SubTenant agrees that it will not
place, hold or dispose of any Hazardous Material (defined hereinafter) on, under
or at the Demised Premises except as permitted under this SubLease and in all
such cases in strict compliance with all applicable laws, rules and regulations,
and further that it will not at anytime use the Demised Premises as a treatment,
storage or disposal (whether permanent or temporary) site for any Hazardous
Material. SubTenant further agrees that it will not cause or allow any asbestos
to be incorporated into any improvements or alterations which it makes or causes
to be made to the Demised Premises. SubTenant hereby indemnifies the SubLandlord
against any and all losses, liabilities, damages, injuries, costs, expenses and
claims of any and every kind whatsoever (including, without limitation, court
costs and attorney's fees) which at any time or from time to time may be paid,
incurred or suffered by, or asserted against the SubLandlord for, with respect
to, or as a direct or indirect result of (A) a breach by SubTenant of the
foregoing covenants, or (B) to the extent caused or allowed by SubTenant or any
agent, employee, invitee or licensee of SubTenant, the presence on or under, or
the escape, seepage, leakage, spillage, discharge, emission from, onto or into
the Demised Premises, the atmosphere, or any watercourse, body of water or
groundwater, of any Hazardous Material (including, without limitation, any
losses, liabilities, damages, injuries, costs, expenses or claims asserted or
arising under the Comprehensive Environmental Response, Compensation and
Liability Act, any so-called "Superfund" or "Superlien" law, or any other
Federal, state, local or other statute, law, ordinance, code, rule, regulation,
order or decree regulating, relating to or imposing liability or standards of
conduct concerning any Hazardous Material); and the provisions of and
undertakings and indemnification set out in this paragraph shall survive the
termination of this SubLease, and shall continue to be the liability, obligation
and indemnification of the SubTenant, binding upon the SubTenant, forever. The
provisions of the preceding sentence shall govern and control over any
inconsistent provision of this SubLease. For purposes of this SubLease,
"Hazardous Material" means and includes any hazardous substance or any pollutant
or contaminant defined as such in (or for purposes of) the Comprehensive
Environmental Response, Compensation, and Liability Act, any so-called
"Superfund" or "Superlien" law, the Toxic Substances Control Act, or any other
Federal, state or local statute, law, ordinance, code, rule, regulation, order
or decree regulating, relating to or imposing liability or standards of conduct
concerning, any hazardous, toxic or dangerous waste, substance or material, as
now or at any time hereafter in effect, or any other hazardous, toxic or
dangerous, waste, substance or material.
The parties acknowledge and agree that SubTenant has and may continue to use a
portion of the Demised Premises covered by Prime Lease I as a petroleum fuel
storage facility for the conduct of its aviation related business activities as
provided for in Section 4.01, provided however such use may continue only so
long as SubTenant operates said petroleum fuel storage facility in strict
compliance with all appropriate laws, rules and regulations.
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ARTICLE V. REPAIRS AND MAINTENANCE
Section 5.01 - SubLandlord's Obligations: The parties hereby acknowledge
that this is a "triple net" lease and SubLandlord shall have no obligation for
replacement, repair or maintenance of the Demised Premises except for the
exterior structural components of the building inclusive of the roof.
Section 5.02 - SubTenant's Obligations: SubTenant, at its expense, shall
(i) make all repairs and replacements and perform all maintenance work that is
necessary in order to keep the Demised Premises in good order and repair and in
a safe, dry and tenantable condition, (ii) install and maintain such fire
protection devices as may be required by any governmental body or insurance
underwriter for the Demised Premises, (iii) provide both storage and removal
services regardless of the location of any storage and removal facilities (iv)
change all HVAC filters as necessary, but not less than five (5) times a year
and have all HVAC systems serviced as necessary, but not less often than two (2)
times a year and (v) repair or replace any portion of the Demised Premises which
is not specifically set forth as SubLandlord's responsibility under Section
5.01.
ARTICLE VI. REAL ESTATE TAXES
Section 6.01 - Liability: Commencing with the Effective Date and continuing
throughout the entire term of this SubLease, SubTenant shall also pay
SubLandlord, as Additional Rent, all Taxes (as hereinafter defined),
attributable to the Demised Premises for each tax year. The term "Taxes" means
the total of all taxes and assessments, general and special, ordinary and
extraordinary, real and/or personal, foreseen and unforeseen, including
assessments for public improvements and betterments, assessed, levied or imposed
with respect to the land and improvements included within the Demised Premises.
The term "Taxes" also includes all costs reasonably incurred in any proceeding
brought by SubLandlord to reduce said Taxes. If at any time during the term of
this SubLease, the present method of taxation shall be changed so that in lieu
of or in addition to the whole or any part of any Taxes levied, assessed or
imposed on real estate and the improvements thereon or imposed upon any
personalty used in connection therewith or upon the collection of rents or other
sums due hereunder, there shall be levied, assessed or imposed on SubLandlord a
capital levy or other tax directly on the rents received therefrom and/or a
franchise tax, assessment, levy or charge measured by or based, in whole or in
part, upon such rents for the present or any future building or buildings in the
Demised Premises, then all such taxes, assessments, levies or charges, or the
part thereof so measured or based, shall be deemed to be included within the
term "Taxes" for the purposes hereof.
Section 6.02 - Method of Payment: SubTenant shall pay to SubLandlord the
full amount of any tax xxxx within ten (10) days of the delivery of said tax
xxxx or other invoice evidencing the same to SubTenant. In the event that any
penalties or interest are incurred by SubLandlord due to SubTenant's
non-payment, such penalties and/or interest shall be immediately due and payable
as Additional Rent. Notwithstanding the end of the term hereof, SubTenant shall
continue to be liable to SubLandlord for all Taxes which shall have accrued
during and/or have been incurred by SubLandlord for the period of SubTenant's
occupancy, and SubTenant shall promptly remit to SubLandlord any amount due to
SubLandlord upon notice from SubLandlord to SubTenant.
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ARTICLE VII. INSURANCE
Section 7.01 - SubTenant's Obligations:
(a) SubTenant, at its sole cost and expense, shall obtain and
maintain during the term of this SubLease, fire and extended coverage insurance,
insuring against all reasonable perils and liabilities, for one hundred percent
(100%) of the replacement value of the Demised Premises. Such insurance shall be
issued by an insurance company licensed to do business in the state of Ohio,
reasonably approved by SubLandlord.
(b) SubTenant shall maintain in force during the term of this
SubLease, comprehensive general public liability and property damage insurance
in the minimum amount of Five Million Dollars ($5,000,000.00) for injury or
damages to the Demised Premises, and Five Million Dollars ($5,000,000) of
"Umbrella" excess coverage; SubTenant agrees that SubLandlord and the Prime
Lease Landlord shall be named as additional insured under such policy or
policies of insurance. Said insurance shall be carried with a company or
companies approved by SubLandlord, which approval shall not be unreasonably
withheld, and said policies shall be in the form satisfactory to SubLandlord. A
certificate or certificates evidencing such insurance coverage shall be filed
with SubLandlord at the execution of this SubLease, and such certificates shall
provide that such insurance coverage will not be reduced or cancelled without at
least thirty (30) prior written notice to SubLandlord and the Prime Lease
Landlord. At least ten (10) days prior to the expiration of any such policy,
SubTenant shall file with SubLandlord a certificate showing that such insurance
coverage has been renewed. In the event such insurance coverage is ever
cancelled or reduced, within five (5) days after receipt of written notice from
SubLandlord of such cancellation or reduction of coverage, SubTenant shall file
with SubLandlord a certificate showing that the required insurance coverages
have been reinstated or provided through another insurance company or companies
approved by SubLandlord, which approval shall not be unreasonably withheld. If
SubTenant at any time fails to provide SubLandlord with the certificate or
certificates required herein, SubLandlord shall have the right to secure
required insurance at the cost and expense of SubTenant, plus ten percent (10%)
thereof for administrative overhead, all of which amounts shall be immediately
due and payable to SubLandlord as Additional Rent.
(c) The policies described in this Section shall: (i) be acceptable
to SubLandlord in form and content, (ii) contain an express waiver of any right
of subrogation by the insurance company against SubLandlord, SubLandlord's
agents and employees, and mortgagees and Landlord under the Prime Lease and its
mortgagee, (iii) contain a provision that it shall not be canceled or reduced
and that it shall continue in full force and effect, unless SubLandlord and
Prime Lease Landlord have received at least thirty (30) days prior written
notice of such cancellation, reduction or termination, and (iv) not be
materially changed without thirty (30) days prior written notice to SubLandlord
and Prime lease Landlord.
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(d) SubTenant shall not permit to be done any act which will
invalidate or be in conflict with the fire insurance policies covering the
Demised Premises or any other insurance referred to in this SubLease. SubTenant
will promptly comply with all rules and regulations relating to such policies.
If the acts of SubTenant or its employees or agents shall increase the rate of
insurance referred to in this SubLease, such increases shall be immediately paid
by SubTenant. If SubTenant fails to make any such payments, the same shall
become immediately due and payable as Additional Rent in accordance with, and
SubLandlord shall have all of the rights set forth in Section 7.01(b), above..
Section 7.02 - Covenants to Hold Harmless:
(a) SubLandlord and SubTenant each hereby releases the other, its
officers, directors, employees and agents from any and all liability or
responsibility for any loss or damage to property covered by valid and
collectible fire insurance with standard and extended coverage endorsement, even
if such fire or other casualties shall have been caused by the fault or
negligence of the other party, or anyone for whom such party may be responsible.
SubTenant agrees to pay the increased insurance cost, if any, resulting from
such release.
(b) SubTenant hereby indemnifies and agrees to save harmless
SubLandlord, any mortgagee and Landlord under the Prime Lease, from and against
all claims that arise from or in connection with the possession, use,
occupation, management, repairs, maintenance or control of the Demised Premises,
or any portion thereof, and any sidewalks adjoining same. SubTenant shall, at
its own cost and expense, defend any and all actions which may be brought
against SubLandlord, any mortgagee or Landlord under the Prime Lease with
respect to the foregoing. SubTenant shall pay, satisfy and discharge any and all
judgments, orders and decrees which may be recovered against SubLandlord, any
mortgagee or master lessor in connection with the foregoing.
Section 7.03 - Liability of SubLandlord to SubTenant: Except with respect
to any damages resulting from the willful misconduct of SubLandlord, its agents
or employees, SubLandlord shall not be liable to SubTenant, its agents,
employees or customers, for any damage, loss, compensation, accident or claim
whatsoever.
ARTICLE VIII
DESTRUCTION OF DEMISED PREMISES
Section 8.01 - Continuance of SubLease: In the event the Demised Premises
shall be partially or totally destroyed by fire or other casualty insured under
the provisions of Section 7.01 above, so as to become partially or totally
untenantable, then the damage to the Demised Premises shall be promptly repaired
by SubLandlord, unless SubLandlord shall elect not to rebuild or repair as
hereinafter set forth, and Rent and other charges shall be abated in proportion
to the amount of the Demised Premises rendered untenantable until so repaired.
In no event shall SubLandlord be required to repair or replace SubTenant's
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leasehold improvements, inventory, trade fixtures, furnishings or equipment. If
more than twenty-five percent (25%) of the Demised Premises shall be damaged or
destroyed by fire or other casualty, then SubLandlord may elect that the Demised
Premises be repaired or rebuilt or, at its sole discretion, terminate this
SubLease by giving written notice to SubTenant of its election to so terminate,
such notice to be given within ninety (90) days after the occurrence of such
damage or destruction. All insurance proceeds for the restoration of the Demised
Premises shall be paid to and shall be the property of SubLandlord.
Failure of SubLandlord to timely give notice to SubTenant and/or to timely
commence restoration and repair of the Demised Premises shall give the SubTenant
the option to terminate this Sublease if, after giving written notice of the
same to the SubLandlord, SubLandlord does not timely commence and diligently
pursue such restoration and repair.
Section 8.02 - Reconstruction, Rent Abatement: If all or any portion of the
Demised Premises is damaged by fire or other casualty and this SubLease is not
terminated in accordance with the above provision, then all insurance proceeds
however recovered shall be made available for payment of the cost of, and
SubLandlord shall use the proceeds from the insurance as set forth herein to
repair, replace or rebuild the Demised Premises. SubTenant shall repair,
restore, replace or rebuild that portion of the Demised Premises constituting
tenant improvements, trade fixtures, etc., together with any additional
improvements installed by SubTenant, such that the Demised Premises shall be
restored to its condition as of immediately prior to the occurrence of such
casualty
ARTICLE IX. CONDEMNATION
Section 9.01 - Eminent Domain: If more than twenty-five percent (25%) of
the square footage of the building situated at the Demised Premises shall be
taken or condemned by any competent government authority, then either party may
elect to terminate this SubLease by giving notice to the other party not more
than sixty (60) days after the date of which such title shall vest in the
authority. If the parking facilities are reduced below the minimum parking
requirements imposed by the applicable authorities, SubLandlord may elect to
terminate this SubLease by giving SubTenant notice within one hundred twenty
(120) days after such taking. In case of any taking or condemnation, whether or
not the term of this SubLease shall cease and terminate, the entire award shall
be the property of SubLandlord; provided, however, SubTenant shall be entitled
to any award as may be allowed for fixtures and other equipment which under the
terms of this SubLease would not have become the property of the SubLandlord;
further provided, that any such award to SubTenant shall not be in diminution of
any award to SubLandlord.
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ARTICLE X. ASSIGNMENT, SUBLETTING AND ENCUMBERING SUBLEASE
Section 10.01 - Consent: SubTenant shall not, without the prior written
consent of the SubLandlord (which consent shall not be unreasonably withheld or
delayed) and without compliance with the Prime Lease, (i) assign or otherwise
transfer, or mortgage or otherwise encumber, this SubLease or any of its rights
hereunder, (ii) sublet the Demised Premises or any part thereof, or permit the
use of the Demised Premises or any part thereof by any persons other than
SubTenant or its agents, or (iii) permit the assignment or other transfer of
this SubLease or any of SubTenant's rights hereunder by operation of law. Any
attempted or purported transfer, assignment, mortgaging or encumbering of this
SubLease or any of SubTenant's interest hereunder and any attempted or purported
subletting or grant of a right to use or occupy all or a portion of the Premises
in violation of the foregoing sentence shall be null and void and shall not
confer any rights upon any purported transferee, assignee, mortgagee, or
occupant.
Section 10.02 - Expenses: Any costs and expenses, including attorney's
fees incurred by SubLandlord in connection with any proposed or purported
assignment, transfer or SubLease shall be borne by SubTenant and shall be
payable to SubLandlord as Additional Rent.
ARTICLE XI. SUBORDINATION AND FINANCING
Section 11.01 - Subordination: This SubLease and SubTenant's tenancy
hereunder shall, at the option of Landlord, be subject to and to subordinate at
all times to the lien of any mortgage or deed of trust now or hereafter placed
upon the interest of the SubLandlord and the Demised Premises. SubTenant agrees
to execute and deliver such instruments as may be desired by SubLandlord or by
any mortgagee subordinating this SubLease to the lien of any present or further
mortgage or deed of trust. To the extent SubTenant's tenancy hereunder shall be
made subordinate to the rights of any future mortgage or deed of trust, such
subordination shall be subject to the condition that SubTenant's rights under
this Sublease shall not be disturbed so long as SubTenant is not in default
hereunder. SubTenant hereby appoints SubLandlord its attorney-in-fact,
irrevocably, to execute and deliver any such instrument on behalf of SubTenant.
Section 11.02 - Attornment: If, and so long as this SubLease is in full
force and effect, then at the option of any mortgagee of SubLandlord: (i) this
SubLease shall remain in full force, notwithstanding (A) a default under the
mortgage by SubLandlord, (B) failure of SubLandlord to comply with this
SubLease, (C) a defense to which SubTenant might be entitled against SubLandlord
under this SubLease, or (D) any bankruptcy or similar proceedings with respect
to SubLandlord, (ii) if any such mortgagee of SubLandlord shall become possessed
of the Demised Premises, SubTenant shall be obligated to such mortgagee of
SubLandlord to pay to it the rentals and other charges due hereunder and to
thereafter comply with all the terms of this SubLease, (iii) if any mortgagee of
SubLandlord or other purchaser, at a private or public sale, pursuant to
foreclosure of any mortgage or otherwise, shall become possessed of the Demised
Premises, SubTenant shall, without charge, attorn to such mortgagee or purchaser
as its SubLandlord under the SubLease.
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Section 11.03 - Financing: In the event the construction lender, land
lessor or the permanent lender for the Demised Premises requires, as a condition
to financing, modifications to this SubLease, provided such modifications are
reasonable, do not materially adversely affect SubTenant and do not increase the
rentals and other sums to be paid hereunder, the SubLandlord shall submit to
SubTenant a written amendment with such required modifications and if SubTenant
fails to execute and return within ten (10) days thereafter the amendments that
have been submitted, then SubLandlord shall have the right to cancel this
SubLease upon written notice to SubTenant.
ARTICLE XII. DEFAULTS
Section 12.01 - Elements of Default: If any or more of the following events
occur, said event or events shall hereby be classified as a "Default":
(a) If SubTenant, or any guarantor of SubTenant's obligations
hereunder, shall make an assignment for the benefit of creditors or file a
petition, in any state court, in bankruptcy, reorganization, composition, or
make an application in any such proceedings for the appointment of a trustee or
receiver for all or any portion of its property;
(b) If any petition shall be filed under state law against SubTenant
or any guarantor of SubTenant's obligations hereunder in any bankruptcy,
reorganization or insolvency proceedings, and said proceedings shall not be
dismissed or vacated within thirty (30) days after such petition is filed;
(c) If a receiver or trustee shall be appointed under state law for
SubTenant or any guarantor of SubTenant's obligations hereunder, for all or any
portion of the property of either of them, and such receivership or trusteeship
shall not be set aside within thirty (30) days after such appointment;
(d) If SubTenant fails to pay any installment of Minimum Rent or any
Additional Rent or any other charges required to be paid by SubTenant when same
shall become due and payable and such failure continues for five (5) days;
(e) If SubTenant shall fail to perform or observe any terms or
conditions of this SubLease, and such failure shall continue for thirty (30)
days after written notice from SubLandlord (except that such thirty (30) day
period shall be automatically extended for such additional period of time as is
reasonably necessary to cure such Default, if such Default cannot be cured
within such period, provided SubTenant commences the process of curing the same
within said thirty (30) day period and diligently pursues such cure);
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(f) If any execution, levy, attachment or other legal process of law
shall occur upon SubTenant's goods, fixtures, or interest in the Demised
Premises.
Section 12.02 - SubLandlord's Remedies: Should a Default occur under this
SubLease, SubLandlord may pursue any or all of the following:
(a) SubLandlord may terminate this SubLease by giving five (5) days
written notice of such termination to SubTenant, whereupon this SubLease shall
automatically cease and terminate and SubTenant shall be immediately obligated
to quit the Demised Premises. Any other notice to quit or notice of
SubLandlord's intention to reenter the Demised Premises is hereby expressly
waived. If SubLandlord elects to terminate this SubLease, everything contained
in this SubLease on the part of SubLandlord to be done and performed shall cease
without prejudice, subject, however, to the right of SubLandlord to recover from
SubTenant all rent and any other sums accrued up to the time of termination or
recovery of possession by SubLandlord, whichever is later.
(b) Upon termination of this SubLease pursuant to Section 12.01,
SubLandlord may proceed to recover possession of the Demised Premises under and
by virtue of the provisions of the laws of the jurisdiction in which the Demised
Premises is located, or by such other proceedings, including reentry and
possession, as may be applicable.
(c) Should this SubLease be terminated before the expiration of the
term of this SubLease by reason of SubTenant's default as hereinabove provided,
or if SubTenant shall abandon or vacate the Demised Premises before the
expiration or termination of the term of this SubLease without having paid the
full rental for the remainder of such term, SubLandlord shall have the option to
relet the Demised Premises for such rent and upon such terms as are not
unreasonable under the circumstances and if the full rental reserved under the
SubLease (together with any of the costs, expenses or damages indicated below)
shall not be realized by SubLandlord, SubTenant shall be liable for all damages
sustained by SubLandlord, including, without limitation, deficiency in rent,
reasonable attorneys' fees, brokerage fees and expenses of placing the Demised
Premises in first class rentable condition. SubLandlord, in putting the Demised
Premises in good order or preparing the same for re-rental may, at SubLandlord's
option, make such alterations, repairs or replacements in the Demised Premises
as SubLandlord, in its sole judgment, considers advisable and necessary for the
purpose of re-letting the Demised Premises, and the making of such alterations,
repairs or replacements shall not operate or be construed to release SubTenant
from liability hereunder as aforesaid. SubLandlord shall in no event be liable
in any way whatsoever for failure to re-let the Demised Premises, or in the
event that the Demised Premises are re-let, for failure to collect the rent
under such re-letting, and in no event shall SubTenant be entitled to receive
the excess, if any, of such net rent collected over the sums payable by
SubTenant to SubLandlord hereunder.
(d) Any damage or loss of rent sustained by SubLandlord may be
recovered by SubLandlord, at SubLandlord's option, at the time of the
re-letting, or in separate actions, from time to time, as said damage shall have
been made more easily ascertainable by successive relettings, or at
SubLandlord's option in a single proceeding deferred until the expiration of the
term of this SubLease (in which event SubTenant hereby agrees that the cause of
action shall not be deemed to have accrued until the date of expiration of said
term) or in a single proceeding prior to either the time of re-letting or the
expiration of the term of this SubLease.
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(e) Nothing contained herein shall prevent the enforcement of any
claim SubLandlord may have against SubTenant for anticipatory breach by
SubTenant of any of the covenants or provisions hereof. SubLandlord shall have
the right of injunction and the right to invoke any remedy allowed at law or in
equity as if reentry, summary proceedings and other remedies were not provided
for herein. Mention in this SubLease of any particular remedy shall not preclude
SubLandlord from any other remedy, in law or in equity. SubTenant hereby
expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of SubTenant being evicted or dispossessed
for any cause, or in the event of SubLandlord obtaining possession of the
Demised Premises by reason of the violation by SubTenant of any of the covenants
and conditions of this SubLease or other use.
Section 12.03 - Additional Remedies and Waivers: The rights and remedies of
SubLandlord set forth herein shall be in addition to any other right and remedy
now or hereinafter provided by law and all such rights and remedies shall be
cumulative. No action or inaction by SubLandlord shall constitute a waiver of a
Default and no waiver of Default shall be effective unless it is in writing,
signed by the SubLandlord.
Section 12.04 - Cure of Default: If SubTenant shall be in default
hereunder, SubLandlord shall have the option, upon ten (10) days written notice
to SubTenant, to cure said Default for the account of and at the expense of the
SubTenant. No such notice shall be required for emergency repairs. SubTenant
agrees to pay SubLandlord interest, at a rate equal to two percent (2%) in
excess of the prime rate of interest announced from time to time by The Chase
Manhattan Bank N.A. but not in excess of the maximum legal rate, for all sums
paid by SubLandlord pursuant to the terms of this Article, and for all sums due
and owing to SubLandlord more than five (5) days after the date such sums are
due.
Section 12.05 - Default by SubLandlord: SubLandlord shall in no event be
charged with a Default hereunder unless SubLandlord shall fail to perform or
observe any term, condition, covenant or obligation required to be performed or
observed by it under this SubLease for a period of thirty (30) days after
written notice thereof from SubTenant; provided, however, that if the term,
condition, covenant or obligation to be performed by SubLandlord is of such
nature that the same cannot reasonably be performed within such thirty (30) day
period, such Default shall be deemed to have been cured if SubLandlord commences
such performance within said thirty (30) day period and thereafter diligently
undertakes to complete the same.
ARTICLE XIII. RIGHT OF ACCESS
SubLandlord may, upon prior notice to SubTenant, enter upon the Demised
Premises for the purpose of inspecting, making repairs, replacements or
alterations, and showing the Demised Premises to prospective purchasers, lenders
or lessees. During the last six (6) months of the term, SubLandlord shall have
the right to display one (1) or more "For Rent" signs on or about the Demised
Premises.
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ARTICLE XIV. DELAYS
If SubLandlord or SubTenant is delayed from performing any of their
respective obligations during the term of this SubLease because of acts of God
or other cause beyond their control, then the period of such delay shall be
deemed added to the time herein provided for the performance of any such
obligation and the defaulting party shall not be liable for losses or damages
caused by such delays; provided, however, that this Article shall not apply to
the payment of any sums of money required to be paid by SubTenant hereunder or
any obligation of SubLandlord or SubTenant that can be satisfied by the payment
of money.
ARTICLE XV. END OF TERM
Section 15.01 - Return of Demised Premises: Upon the expiration or
termination of this SubLease, SubTenant shall quit and surrender the Demised
Premises to the SubLandlord, in good order, broom clean, normal wear and tear
and acts of God excepted, and further excepting, subject to compliance with
Articles VII and VIII hereof, any casualty loss. Subject to the other terms of
this SubLease, SubTenant shall, at its expense, remove all property of
SubTenant, all alterations to the Demised Premises not wanted by SubLandlord and
repair damage caused by such removal and return the Demised Premises to the
condition in which they were prior to the installation of the article so
removed. Upon the expiration or termination of this SubLease, SubTenant shall
execute, acknowledge and deliver to SubLandlord a quit-claim deed as to
SubTenant's interest in the Demised Premises, in recordable form, in favor of
the SubLandlord within ten (10) days after written notice and demand therefor by
SubLandlord, and SubTenant hereby appoints SubLandlord its attorney-in-fact,
irrevocably, to execute and deliver such quit claim deed.
Section 15.02 - Holding Over: If SubTenant shall hold possession of the
Demised Premises after the expiration or termination of this SubLease, at
SubLandlord's option (i) SubTenant shall be deemed to be occupying the Demised
Premises as a SubTenant from month-to-month at double the Rent in effect during
the last SubLease Year immediately preceding such holdover and otherwise subject
to all of the terms and conditions of this SubLease, or (ii) SubLandlord may
exercise any other remedies it has under this SubLease or at a law or in equity
including an action for wrongfully holding over. No payment by SubTenant, or
receipt by SubLandlord, of a lesser amount than the correct rent shall be deemed
to be other than a payment on account, nor shall any endorsement or statement on
any check or letter accompanying any check for payment of rent or any other
amounts owed to SubLandlord be deemed to effect or evidence an accord and
satisfaction, and SubLandlord may accept such check or payments without
prejudice to SubLandlord's rights to recover the balance of the rent or other
amount owed or to pursue any other remedy provided in this SubLease.
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ARTICLE XVI. COVENANT OF QUIET ENJOYMENT
SubLandlord covenants that if and so long as SubTenant pays the rent and
all other charges provided for herein and performs all of its obligations
provided for herein, SubTenant shall at all times during the term hereof
peaceably have, hold and enjoy the Demised Premises, without any interruption or
disturbance from SubLandlord, or anyone lawfully claiming by, through or under
SubLandlord, subject to the terms hereof.
ARTICLE XVII. MISCELLANEOUS
(a) This SubLease contains the entire agreement between the parties hereto
and there are no promises, agreements, conditions, undertakings, or warranties
or representations, oral or written, between them other than as herein set
forth.
(b) No notice or other communications given under this SubLease shall be
effective unless the same is in writing and is delivered in person or mailed by
registered or certified mail, return receipt requested, first class, postage
prepaid, addressed:
(1) If to SubLandlord, at 000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx,
Xxxx 00000, or to such other address as SubLandlord shall designate by giving
notice thereof to SubTenant.
(2) If to SubTenant, at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx
00000, or such other address as SubTenant shall designate by giving notice
thereof to SubLandlord.
(c) It is the intent of the parties hereto that all questions with respect
to the construction of the SubLease and the rights and the liabilities of the
parties hereto shall be determined in accordance with the laws of the State of
Ohio.
(d) This SubLease shall bind and inure to the benefit of the parties
hereto and their respective legal representatives, successors and assigns.
(e) There shall be no personal liability on or promise to or against
SubLandlord, SubLandlord's beneficiaries, heirs, administrators or personal
representatives or any successor in interest or assignee of SubLandlord, with
respect to any provisions of this SubLease. SubTenant shall look solely to the
equity of the then SubLandlord in the Demised Premises for the satisfaction of
any remedies of the SubTenant in the event of a breach by SubLandlord of any of
its obligations hereunder.
(f) The parties warrant and represent that no broker or agent was involved
in or was instrumental in consummating this SubLease. Each party agrees to
indemnify and hold the other party harmless from and against any claims for
brokerage or other commission arising by reason of a breach by such party of
this representation and warranty.
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(g) SubLandlord hereunder shall have the right to freely assign this
SubLease and/or any of its rights hereunder without notice to or consent of
SubTenant.
(h) The terms of this SubLease shall not be interpreted to mean that
SubLandlord and SubTenant are partners or joint venturers.
(i) SubTenant hereby expressly waives for itself and all persons claiming
by or through it, any right of redemption or for the restoration of the
operation of this SubLease under any present or future law in case SubTenant
shall be dispossessed for any cause.
(j) SubLandlord and SubTenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other on or in respect of any matter whatsoever arising out of or in any way
connected with this SubLease, the relationship of SubLandlord and SubTenant
hereunder, SubTenant's use or occupancy of the Demised Premises and/or any claim
of injury or damage.
(k) If any provision of this SubLease or the application thereof to any
person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this SubLease, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each provision of this SubLease shall be valid and
be enforced to the fullest extent permitted by law.
(l) No failure by SubLandlord to insist upon the strict performance of any
term, covenant, agreement, provision, condition or limitation of this SubLease
to be kept, observed or performed by SubTenant, and no failure by SubLandlord to
exercise any right or remedy consequent upon a breach of any such term,
covenant, agreement, provision, condition or limitation of this SubLease, shall
constitute a waiver of any such breach or of any such term, covenant, agreement,
provision, condition or limitation.
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IN WITNESS WHEREOF, Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx his wife, who
joins in the execution of this SubLease Agreement for the sole purpose of
releasing her dower rights, and Airnet Systems, Inc. have caused this SubLease
Agreement to be executed effective the day and year first above written.
Signed And Acknowledged SUBLANDLORD:
In The Presence Of:
/s/ Xxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
_______________________________ _______________________________
Xxxxxx X. Xxxxxx, an individual
Xxx Xxxxxxx
_______________________________
(print name)
/s/ Xxxxx X. Xxxxxx
_______________________________
Xxxxx X. Xxxxxx, an individual
/s/ Xxx Xxxxxxx
_______________________________
Xxx Xxxxxxx
_______________________________
(print name)
SUBTENANT:
AIRNET SYSTEMS, INC.
/s/ Xxx Xxxxxxx By: /s/ Xxxx X. Xxx
_______________________________ _____________________________________
Xxxx X. Xxx, Executive Vice President
Xxx Xxxxxxx
_______________________________
(print name)
/s/ Xxx Xxxxxxxx
_______________________________
Xxx Xxxxxxxx
_______________________________
(print name)
-00-
XXXXXXXXXXX'X XXXXXXXXXXXXXX
XXXXX XX XXXX )
) SS:
COUNTY OF FRANKLIN )
The foregoing instrument was acknowledged before me this 16th day of
December, 1996, by Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, individuals.
/s/ Xxx X. Xxxxxxx
[SEAL] ______________________________________
Notary Public
SUBTENANT'S ACKNOWLEDGMENT
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
The foregoing instrument was acknowledged before me this 16th day of
December, 1996, by Xxxx X. Xxx, Executive Vice President of Airnet Systems,
Inc., an Ohio corporation, on behalf of the corporation.
/s/ Xxx X. Xxxxxxx
[SEAL] ______________________________________
Notary Public
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EXHIBIT A
PDQ COMPLEX
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EXHIBIT B
DEMISED PREMISES
Legal Description
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