Exhibit 10.30
SUBLEASE AGREEMENT
THIS SUBLEASE is made and entered into as of the 20th day of April, 2000
by and between Xxxx.xxx, Inc., formerly known as Delphi Information Systems,
Inc. (the "Sublandlord"), and Pepsi-Cola General Bottlers, Inc. (the
"Subtenant").
WITNESSETH
Sublandlord, as Tenant, has entered into a lease dated September 1998 with
LaSalle National Bank, N.A. as Trustee under Trust Agreement dated August 27,
1982 and known as Trust #105272, as Landlord (the "Lease") for 20,686 square
feet of rentable space designed on the plan attached as Exhibit A (the
"Premises") in the building located 0000 Xxxxxxxxx Xxxx, Xxxxxxx Xxxxxxx,
Xxxxxxxx (the "Building") for a term ending September 30, 2003. A copy of the
Lease is attached hereto as Exhibit B.
Sublandlord has legally changed its corporate name from Delphi Information
Systems, Inc. to Xxxx.xxx, Inc.
Sublandlord desires to sublease the Premises to Subtenant and Subtenant desires
to sublease the Premises from Sublandlord upon and subject to the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual convenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. DEMISE/PREMISES/TERM
Section 1 of the Lease shall not be applicable to this Sublease.
Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases
from Sublandlord the Premises for a term commencing on June 1, 2000, and
ending at 11:59 p.m. Chicago, Illinois time on September 30, 2003 (such
term shall hereinafter be referred to as the "Sublease Term'). Beginning at
the time this Sublease shall become fully executed and continuing until
commencement of the Sublease Term, Sublandlord shall, at no cost to
Subtenant, provide Subtenant with access to the Premises for purposes of
delivering furniture to the Premises, installing telephone and data
systems to the Premises and the like. Prior to commencement of the
Sublease term Sublandlord will permit Subtenant after hours access to the
Premises from 5:00 PM to 6:00 AM to make alterations to the space,
provided these alterations are approved by the Landlord and that Subtenant
will use its best efforts to not to disrupt Xxxx.xxx's business. Subtenant
will indemnify Xxxx.xxx for any repair costs necessitated by Subtenant's
alterations.
2. GROSS RENT
Section 2 of the Lease shall not be applicable to this Sublease. Subtenant
agrees to pay Sublandlord a consideration of One Million, Two Hundred
Seventy One Thousand, Two Hundred Ninety Two and 61/100 ($1,271,292.61),
for the entire term hereinafter referred to as "Gross Rent", in Forty (40)
monthly installments as hereinafter set forth below. Subtenant agrees to
pay Sublandlord "Incentive Rent" at the rate of $1,034.60 per day, for each
day prior to June 1st 2000 that the Sublandlord can completely vacate the
Premises. Sublandlord must provide written notification to Subtenant that
Sublandlord has completely vacated the Premises to receive the Incentive
Rent.
1. For the twelve (12) month period from June 1, 2000 to May 31, 2001 the
Subtenant shall pay to Sublandlord twelve (12) monthly installments of
Thirty One Thousand, Twenty Nine and 00/100 Dollars ($31,029.00).
(Rent is based on $18.00 psf per year).
2. For the twelve (12) month period from June 1, 2001 to May 31, 2002 the
Subtenant shall pay to Sublandlord twelve (12) monthly installments of
Thirty One Thousand, Six Hundred Forty Nine and 58/100 Dollars
($31,649.58) each. (Rent is based on $18.36 psf per year).
3. For the twelve (12) month period from June 1, 2002 to May 31, 2003 the
Subtenant shall pay to Sublandlord twelve (12) monthly installments of
Thirty Two Thousand, Two Hundred Eighty Seven and 40/100 Dollars
($32,287.40) each. (Rent is based on $18.73 psf per year).
4. For the four (4) month period from June 1, 2003 to September 30, 2003
the Subtenant shall pay to Sublandlord four (4) monthly installments
of Thirty Two Thousand Nine Hundred Twenty Five and 22/100 Dollars
($32,925.22) each. (Rent is based on $19.10 psf per year).
Each monthly Installment referred to above shall be referred herein as a
"Monthly Installment." Each reference to such time shall be defined within its
proper context as set forth herein above. Subtenant shall pay each Monthly
Installment to Sublandlord at 0000 Xxxx Xxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx,
Xxxxxxxx 00000.
3. ADDITIONAL RENT
Section 3 of the Lease will not be applicable to this Sublease.
4. SERVICES
Section 4 of the Lease shall be applicable to this Sublease.
5. CONSTRUCTION AND ACCEPTANCE OF PREMISES
Section 5 of the Lease shall not be applicable to this Sublease.
6. USE
Section 6 of the Lease shall be applicable to this Sublease.
7. REPAIRS
Section 7 of the Lease shall be applicable to this Sublease.
8. TENANT ALTERATIONS
Section 8 of the Lease shall be applicable to this Sublease.
9. COVENANT AGAINST LIENS
Section 9 of the Lease shall be applicable to this Sublease.
10. WAIVER OF CLAIMS
Section 10 of the Lease shall be applicable to this Sublease.
11. PARKING AREA
Section 11 of the Lease shall be applicable to this Sublease.
12. RIGHTS RESERVED BY LANDLORD
Section 12 of the Lease shall be applicable to this Sublease.
13. TENANT COVENANTS
Section 13 of the Lease shall be applicable to this Sublease.
14. UTILITY SERVICES AND MAINTENANCE
Section 14 of the Lease shall be applicable to this Sublease.
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15. QUITE ENJOYMENT
Section 15 of the Lease will not be applicable to this Sublease, instead
Paragraph 33 H, will be applicable to this Sublease.
16. INDEMNITY
Section 16 of the Lease will not be applicable to this Sublease, instead
Paragraph 33 C, will be applicable to this Sublease.
17. INSURANCE
Section 17 of the Lease shall be applicable to this Sublease.
18. ASSIGNMENT AND SUBLETTING
Section 18 of the Lease will not be applicable to this Sublease, except for
Paragraphs E and G of Section 18 of the Lease.
19. FIRE AND CASUALTY
Section 19 of the Lease shall be applicable to this Sublease.
20. MUTUAL WAIVER OF SUBROGATION RIGHTS
Section 20 of the Lease shall be applicable to this Sublease.
21. EMINENT DOMAIN
Section 21 of the Lease shall be applicable to this Sublease.
22. DEFAULTS
Section 22 of the Lease shall be applicable to this Sublease except that
Sublandlord shall not attempt to take possession of the Premises without
due process of law.
23. SURRENDER OF POSSESSION
Section 23 of the Lease shall be applicable to this Sublease
24. HOLDING OVER
Section 24 of the Lease shall be applicable to this Sublease.
25. BROKERAGE
The only Real Estate Broker involved in this transaction is Xxxxxx X.
Xxxxxxx, Inc. Sublandlord agrees to pay leasing commissions to Xxxxxx X.
Xxxxxxx, Inc. pursuant to a separate agreement.
26. SUBORDINATION
Section 26 of the Lease shall be applicable to this Sublease.
27. ESTOPPEL CERTIFICATE
Section 27 of the Lease shall be applicable to this Sublease.
28. NOTICE AND CONSENTS
Section 28 of the Lease shall be applicable to this Sublease except that
notice shall also be sent to the following addresses:
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SUBLANDLORD: Xxxx.xxx, Inc. SUBTENANT: Pepsi-Cola General Bottlers, Inc.
0000 Xxxx Xxxx Xxxx 0000 Xxxxxxxxx Xxxx
Xxxxx 0000 Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000 Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxx Attn: Legal Department
29. AMERICANS WITH DISABILITIES ACT
Section 29 of the Lease shall be applicable to this Sublease.
30. CANCELLATION OPTION
Section 30 of the Lease shall be applicable to this Sublease except for A)
Sublandlord will obtain Subtenant's consent which consent may be withheld
for any reason to exercise either of Sublandlord's cancellation options
pursuant to Section 30 of the Lease; B) Subtenant may, within its sole
discretion, direct Sublandlord to exercise either of said cancellation
options provided Subtenant gives Sublandlord 60 days prior written notice
prior to the date Sublandlord has to exercise its termination option
notice, payment of the Subtenant's portion of the Cancellation Fee is to
accompany the notice from Subtenant; and; C) If the Lease is terminated by
the Sublandlord at Subtenant's direction, Subtenant shall pay to
Sublandlord fifty percent (50%) of the First Cancellation Fee or Second
Cancellation Fee, as applicable, as such terms are defined in Section 30
the Lease.
31. MISCELLANEOUS
Section 31 of the Lease shall be applicable to this Sublease, except that
Subtenant shall have no liability to Landlord or Sublandlord under the "Old
Lease" as such term is defined in the Lease.
32. EXCULPATORY CLAUSE
Section 32 of the Lease shall be applicable to this Sublease.
33. IN GENERAL
A. SUBLANDLORD PREMISES. Sublandlord's use and possession of the
Sublandlord Premises shall not in anyway interfere with Subtenant's
use, possession and engagement of the remainder of the Premises.
Sublandlord shall surrender the Sublandlord Premises in accordance
with the tenant obligations of Section 23 of the Lease. If Sublandlord
does not vacate by June 1, 2000, Sublandlord will pay Subtenant a
penalty equal to One Hundred Fifty percent (150%) the Subtenant's
gross rental rate (set forth in Section 2(l)) for each day it occupies
the premises beyond June 1, 2000. Should Sublandlord not receive
Landlord approval for its new sublease, the date to vacate the
Premises, the date Subtenant shall be obligated to begin paying rent
and the Incentive Rent deadline shall be extended to July 1st, 2000.
B. LANDLORD/TENANT OBLIGATIONS. As between Landlord and Subtenant,
Subtenant agrees to assume each and every one of the obligations of
Tenant under the lease except where stated in this Sublease agreement.
As between Sublandlord and Subtenant, when this Sublease provides
that a section of the Lease shall be applicable hereto, it shall be
deemed to mean that the Sublandlord shall have the rights and
obligations of the Landlord and the Subtenant shall have the rights
and obligations of the Tenant under that particular section of the
Lease. When this Sublease provides that a section of the Lease shall
not be applicable hereto, it shall be deemed to mean that Sublandlord
will retain the rights and obligations of Tenant under that particular
section of the Lease, and Subtenant shall not have the rights or
obligations of the Tenant under that particular section of the Lease.
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C. INDEMNIFICATION. Sublandlord shall defend, indemnify and hold
Subtenant harmless from claims by Landlord arising from Subtenant's
assumption of Sublandlord's obligations as Tenant under the Lease, to
the extent that Sublandlord has retained the rights and obligations of
Tenant under the Lease and such rights and obligations have not been
given to Subtenant by this Sublease, and from all reasonable costs,
attorneys' fees, expenses and liabilities incurred as a result of any
such claim. Notwithstanding the foregoing, Sublandlord shall have no
obligation to defend, indemnify or hold Subtenant harmless from any
claims arising from the negligence or intentional acts of Subtenant,
its employees, or contractors. Subtenant shall defend, indemnify and
hold Sublandlord harmless from any claims arising from any breach or
default in the performance of this Sublease by Subtenant and from all
reasonable costs, attorneys' fees, expenses and liabilities incurred
as a result of an such claim.
D. PERSONAL PROPERTY. Sublandlord warrants to Subtenant that is has
proper title and claim to each item of personal property listed as
Exhibit C attached hereto (all items listed thereon are collectively
referred to as the "Personal Property"). Sublandlord shall leave each
item of Personal Property in or upon the Premises. All such items of
Personal Property remaining in or upon the Premises after the Premises
is tendered to Subtenant for purposes of possession pursuant to this
Sublease shall become the exclusive property of Subtenant concurrently
with Sublandlord's tender of the Premises to Subtenant. Prior to the
Commencement Date, Subtenant shall perform a walk-through of the
Premises and identify any items of personal property it wants
Sublandlord to remove. Sublandlord shall remove all items of
furniture, equipment, and other personal property, which are not
referenced at Exhibit C or are requested by Subtenant for removal.
Sublandlord agrees to leave the Premises in a condition reasonably
similar to that condition existing when Subtenant performs its
walk-through, reasonable wear and tear from the move excepted.
E. DEFINITIONS. Capitalized terms used herein and not defined herein
shall have the meanings ascribed to them in the Lease. The terms
"hereof," "herein," "hereunder," "hereby," "hereto" and similar words
shall be deemed to refer to this Sublease and not to any particular
provision or Section of this Sublease. The headings of sections are
for convenience only and do not limit, expand, or construe the
contents of the sections. Unless otherwise specifically stated, all
references to "Sections" shall mean sections of this Sublease.
F. WAIVER OF TRIAL BY JURY. The parties hereto hereby waive trial by jury
in any action, proceeding or counterclaim brought by either party
hereto against the other in connection with any dispute arising under
this Sublease.
G. COUNTERPARTS. This Sublease may be executed in any number of
counterparts, any or all of which may contain the signature of only
one of the parties, and all of which shall be construed together as a
single instrument.
H. RIGHT OF QUIET ENJOYMENT. If and so long as Subtenant shall pay the
rent reserved under this Sublease whenever the same shall become due
and shall keep all of the covenants and agreements required by it to
be kept during the term of this Sublease and shall perform all of its
other obligations hereunder, Sublandlord shall not voluntarily take
any action (including, without limitation, granting any express right
to any other subtenant of Sublandlord) that results in the deprivation
of the peaceful and quiet occupation and enjoyment of the Sublease
Premises by Subtenant upon, and subject to, the terms of this
Sublease; provided, that nothing contained in this Section 30 shall
limit Sublandlord from exercising any rights of Sublandlord reserved
hereunder or under the Lease.
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IN WITNESS WHEREOF, this Sublease was executed as of the date first above
written.
AGREED:
SUBLANDLORD SUBTENANT
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------- ---------------------------
Xxxxxxx X. Xxxx Xxxxxx X. Xxxxx
---------------------------
Title: CFO
------------------------ Title: Senior Vice President and
Chief Financial Officer
Date: 4/20/00 Date: April 10, 2000
-------------------------
STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
The foregoing instrument was acknowledged before me this 10th day of April, 2000
on behalf of Pepsi-Cola General Bottlers, Inc.
[NOTARIAL SEAL] /s/ Xxxxxxx Xxxxx
-----------------------------
NORARY PUBLIC
STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
The foregoing instrument was acknowledged before me this 20th day of April, 2000
on behalf of Xxxx.xxx, Inc.
[NOTARIAL SEAL] /s/ Xxxxxxx Xxxxx
-----------------------------
NORARY PUBLIC
XXXX.XXX, INC. SUBLEASE
EXECUTION COPY
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Exhibit A to Sublease dated April 20th, 2000
between -Xxxx.Xxx, Inc. (Sublandlord) & Pepsi-Cola General Bottlers, Inc.
(Subtenant)
FLOOR PLAN
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