CONSENT TO SUBLEASE
This Agreement is entered into as September 18,1995 by and among THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation ("Lessor"),
and VIKING PRESS, INC. a Minnesota corporation ("Sublessor").
Sublessor is the Tenant under a Lease dated as of June 17, 1991, as amended by
an Amendment No. 1 to Lease dated December 11, 1992, and an Amendment No. 2 to
Lease dated March 30, 1994, (the "Prime Lease"), under which Lessor demised to
the Sublessor certain space (the "Premises") in the building known as Washington
Square and located at 0000-0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxx Xxxxxxx,
Xxxxxxxxx, 00000.
Sublessor proposes to sublease a portion of the Premises to Amcom Corporation
("Sublessee"), and has requested Lessor's consent to the sublease.
Lessor hereby consents to the subletting by Sublessor to Sublessee, pursuant to
a sublease (the "Sublease") a copy of which is attached hereto, of a portion of
the Premises as shown and marked on the floor plan attached to the Sublease (the
"Sublet Space"). Lessor's consent is subject to and upon the following terms and
conditions, as to each of which Sublessor and Sublessee expressly agree:
1. Nothing contained in this agreement shall
(a) operate as a consent to or approval or ratification by Lessor
of any of the provisions of the Sublease or as a
representation or warranty by Lessor, and Lessor shall not be
bound or estopped in any way by the provisions of the
Sublease, or
(b) be construed to modify, waive or affect (i) any of the
provisions, covenants or conditions in the Prime Lease, (ii)
any of Sublessor's obligations under the Prime Lease, or (iii)
any rights or remedies of Lessor under the Prime Lease or
otherwise or to enlarge or increase Lessor's obligations or
Sublessor's rights under the Prime Lease or otherwise, or
(c) be construed to waive any present or future breach or default
on the part of Sublessor under the Prime Lease. In case of any
conflict between the provisions of this agreement and the
provisions of the Sublease, the provisions of this agreement
shall prevail unaffected by the Sublease.
2. This consent is not assumable.
3. The Sublease shall be subject and subordinate at all times to the Prime Lease
and to all of its provisions, covenants and conditions. In case of any contact
between the provisions of the Prime Lease and the provisions of the Sublease,
the provisions of the Prime Lease shall prevail unaffected by the Sublease.
4. Neither the Sublease nor this consent shall release or discharge Sublessor
from any liability under the Prime Lease and Sublessor shall remain liable and
responsible for the full performance and observance of all of the provisions,
covenants and conditions set forth in the Prime Lease on the part of Sublessor
to be performed and observed. Any breach or violation of any provision of the
Prime Lease by Sublessee shall be deemed to be and shall constitute a default by
Sublessor in fulfilling such provision.
5. This consent shall not be construed as a consent by Lessor to any further
subletting either by Sublessor or Sublessee. The Sublease may not be assigned,
renewed or extended nor shall the Premises or Sublet Space, or any part thereof,
be further sublet without the prior written consent of Lessor thereto in each
instance.
6. As used in this consent, the term "Prime Lease" shall include all of the
exhibits and any amendments to the Prime Lease.
SUBLESSOR SUBLESSEE
VIKING PRESS, INC. AMCOM CORPORATION
By___________________________ By____________________________
Its________________________ Its_________________________
LESSOR
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By____________________________
Its__________________________
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SUBLEASE
1. Parties
This Sublease is entered into as of the 18th day of September, 1995, by
and between Viking Press, Inc., (Sublessor) and Amcom Corporation, a
Minnesota corporation (Sublessee) subject to the primary lease between
Viking Press Inc., a Minnesota corporation as lessee and The Equitable
Life Assurance Society of the United States, a New York corporation
(Lessor) entered into June 17, 1991, and certain Amendment No.1 to
Lease dated December 11, 1992, and Amendment No. 2 to Lease dated March
30, 1994, pursuant to the terms of which Lessor leased to Lessee
certain premises in the building known as Washington Square and located
at 7500 - 0000 Xxxxxxxxxx Xxxxxx X., Xxxx Xxxxxxx, Xxxxxxxxx 00000. A
copy of said Lease is attached hereto, and made a part hereof, and
marked Exhibit A, and will hereinafter be referred to as the "Prime
Lease".
2. Provisions Constituting Sublease
(a) This Sublease is subject to all of the terms and conditions of
the Lease in Exhibit A, except as specifically stated
otherwise herein and Sublessee shall assume and perform the
obligations of Sublessor's (Lessee) in the Prime Lease, to the
extent said terms and conditions are applicable to the
premises subleased pursuant to this Sublease. Sublessee shall
not commit or permit to be committed on the subleased premises
any act or omission which shall violate any term or condition
of the Prime Lease. In the event of the termination of
Sublessor's interest as Lessee under the Prime Lease for any
reason, then Sublessee (if in conforming use and good
financial standing with respect to rental payments, i.e. not
in default or having any liens against property) shall have
the option to exercise either of the following alternatives
within ten (10) days thereafter by written notice to Lessor;
1) to terminate this Sublease and vacate the Premises within
thirty (30) days, or 2) assume Sublessor's Prime Lease
obligations applicable to the Demised Premises (7524-7530
Washington Avenue South), neither of which shall release
Sublessor from its obligations under the Prime Lease.
(b) All of the terms and conditions contained in the Prime Lease
are incorporated herein as terms and conditions of this
Sublease (with each reference therein to Lessor and Lessee to
be deemed to refer to Sublessor and Sublessee) and along with
all of the following paragraphs set out in this Sublease,
shall be the complete terms and conditions of this Sublease.
3. Premises
Sublessor leases to Sublessee and Sublessee hires from said Sublessor
approximately 9,685 rentable square feet located at 0000-0000
Xxxxxxxxxx Xxxxxx South situated in the City of Eden Prairie, County of
Hennepin, State of Minnesota (Exhibit B), referred to as "Demised
Premises", for the term of this Sublease Agreement
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4. Term
4.1 The term of this Sublease shall be for a period of 34 months
commencing on or about September 6, 1995, and ending on June
30, 1998, unless sooner terminated pursuant to any provision
hereof.
4.2 Delay in Commencement. Notwithstanding said commencement date,
if for any reason, Sublessor cannot deliver possession of the
Premises to Sublessee on said date, Sublessor shall not be
subject to any liability therefore, nor shall such failure
affect the validity of this Lease or the obligations of
Sublessee hereunder or extend the term hereof but in such case
Sublessee shall not be obligated to pay rent until possession
of the Premises is tendered to Sublessee; provided, however,
that if Sublessor shall not have delivered possession of the
Premises within ninety (90) days from said commencement date,
Sublessee may, at Sublessee's option, by notice in writing to
Sublessor within ten (10) days thereafter, cancel this
Sublease. If this Lease is canceled as herein provided,
Sublessor shall return any monies previously deposited by
Sublessee and the parties shall be discharged from all
obligations hereunder.
4.3 Early Possession. In the event that Sublessor shall permit
Sublessee to occupy the Premises prior to the commencement
date of the term, such occupancy shall be subject to all of
the provisions of this Sublease. Said early possession shall
not advance the termination date of this Sublease.
5. Base Rent.
Tenant shall pay Sublessor, in accordance with paragraph 5 of this
Sublease, Base Rent according to the following schedule: $4.40 per
square foot (net) payable in advance, in equal monthly installments of
$3,551.17 commencing each and every month thereafter.
6. Additional Rent. Sublessee shall pay its proportionate share of, each
and every month hereafter, additional rent due and payable by Sublessor
pursuant to Article III of the Prime Lease as and when due and payable
by Sublessor to the Lessor. Additional rent is estimated to be $2.30
p.s.f. for 1995.
7. Default In the event Sublessee defaults in any term or condition of
this Sublease or the appropriate section of the Prime Lease, Sublessor
shall have all of the rights and remedies of the Lessor as contained in
the Prime Lease against the Sublessee.
In the event that Sublessor defaults under the Prime Lease, Sublessee
shall have the option to exercise either of the following alternatives
within ten (10) days of written notice of default by Lessor; 1) to
terminate this Sublease and vacate the Premises within thirty (30) days
or, 2) assume all of Sublessor's Prime Lease obligations applicable to
the Demised Premises (7518 Washington Avenue South).
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8. Maintenance and Repair. Sublessee shall maintain and repair the
subleased space in the same manner in which Sublessor is obligated to
so maintain and repair pursuant to the Prime Lease.
9. Security Deposit
Sublessor shall deposit with Sublessor upon execution hereof the sum of
Three thousand five hundred fifty one and 17/100 Dollars ($3,551.17) as
security for Sublessee's faithful performance of Sublessee's
obligations hereunder. If Sublessee fails to pay rent or other charges
due hereunder, or otherwise defaults with respect to any provision of
this Sublease, Sublessor may use, apply or retain all or any portion of
said deposit for the payment of any rent or other charge in default or
for the payment of any other sum to which Sublessor may become
obligated by reason of Sublessee's default, or to compensate Sublessor
for any loss or damage which Sublessor may suffer thereby. If Sublessor
so uses or applies all or any portion of said deposit, Sublessee shall
within ten (10) days after written demand therefore deposit cash with
Sublessor in an amount sufficient to restore said deposit to the full
amount hereinabove stated and Sublessee's failure to do so shall be a
breach of this Sublease, and Sublessor may at his option terminate this
Sublease. Sublessor shall not be required to keep said deposit separate
from its general accounts. If Sublessee performs all of Sublessee's
obligations hereunder, said deposit or so much thereof as had not
theretofore been applied by Sublessor shall be returned without payment
of interest for its use to Sublessee (or, at Sublessor's option, to the
last assignee, if any, of Sublessee's interest hereunder) within ten
(10) days after the expiration of the term hereof, or after Sublessee
has vacated the Premises, which is later.
10. Use.
The Premises shall be used and occupied only for general office, light
assembly, warehousing, and distribution of computer related products.
11. With respect to those undertakings of Sublessor in this sublease which
correspond to those of the Landlord in the Prime Lease, Sublessor
convents with Sublessee that, upon reasonable written notice from
Sublessee of default in the performance or observance of any such
undertakings by Sublessor, Sublessor will reasonably enforce its right
against its Landlord under the Prime Lease.
12. Each party covenants and agrees with the other party not to do or
commit any act which shall constitute a default under the Prime Lease
and agrees to defend and save the other party harmless and indemnified
from and against any and all liability, loss, costs, damage or expense,
including reasonable attorneys' fees, arising out of or in connection
with any act or failure to act which constitutes a default under the
Prime Lease.
13. Broker's Commission
Sublessee represents and warrants to Sublessor that Sublessee has not
contacted any real estate broker in connection with this transaction
other than CB Commercial. Sublessor
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represents and warrants to Sublessee that Sublessor has not employed
any broker with respect to this transaction other than Xxxx/Shelard,
and that it shall indemnify Sublessee against and hold Sublessee
harmless from any claim, loss, damage, cost or liability for any
brokerage commission or fee asserted against Sublessee by the Brokers
or any other Broker in connection with this transaction.
14. Improvements
Sublessor, at the sole cost of Sublessor shall see that all lighting is
functional, mechanicals in working order, and turn over premises in
broom-swept condition. Any other improvements or alterations made to
the premises, shall be the responsibility of the Sublessee, and prior
approval of such shall be submitted in writing by Sublessee to the
Lessor (Landlord) before commencing improvements or alterations, and
approval of such shall not be unreasonably withheld.
15. Landlord Approval
Landlord must approve all sublease agreements, which shall comply with
the use clause of prime lease, not to be unreasonably withheld.
Address: Viking Press, Inc.
By:___________________________
Sublessor
X/X XXXXX XXX
0000 Xxxxxxxxxx Xxx. X. Its:__________________________
Xxxx Xxxxxxx, XX 00000
Dated:________________________
Address: Amcom Corporation
By:___________________________
Amcom Corporation Its:__________________________
0000 Xxxx Xxxxx
Xxxx Xxxxxxx, Xxxxxxxxx 00000 Date:_________________________
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