TENANT ESTOPPEL CERTIFICATE
March 3, 1998
State Farm Life Insurance Company
Xxx Xxxxx Xxxx Xxxxx, X-00
Xxxxxxxxxxx, Xxxxxxxx 00000
Corporate Law - Investments E-10
Attn: Xxxxx Xxxxxxxx, Esquire
Re: Lease dated March 28, 1997 between Nottingham Village, Inc. (Landlord)
and Metris Direct, Inc. (Tenant) as amended by First Amendment to
Lease Agreement dated October 15, 1997 between Landlord and Tenant for
Premises consisting of 51,600+- square feet of space situate within
that office/industrial building known as 0000-0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxx, XX 00000 and located on a parcel of land shown and
designated as Lot 100 on a plat entitled "White Xxxxx Business
Community, Section D & Section G", which plat is recorded among the
Land Records of Baltimore County, Maryland in Plat Book 70, Folio 5.
Gentlemen:
The undersigned, Metris Direct, Inc. ("Tenant"), the tenant under the
above-described lease, a copy of which is attached hereto as EXHIBIT A,
("Lease") provides this Tenant Estoppel Certificate to you as conclusive
evidence of the matters set forth herein concerning the above-referenced Lease
and the Premises.
As of the date hereof, the undersigned hereby certifies the following:
1. That the Lease supersedes, in all respects, all prior written or oral
agreements between Landlord and Tenant with respect to the Premises
and there are no agreements, understandings, warranties, or
representations between Landlord and Tenant with respect to the Lease
or the Premises except as expressly set forth in the copy of the Lease
(including all amendments thereto, if any) attached hereto as EXHIBIT
A.
2. That, as of the date hereof, the Lease has not been changed, amended,
modified, supplemented or superseded except as set forth in the copy
of the Lease (including all amendments thereto, if any) attached
hereto as EXHIBIT A.
3. That the Lease remains in full force and effect and there are no known
existing defaults by Tenant under the Lease.
4. That the improvements and space required by the Lease to be delivered
to Tenant have been satisfactorily completed and delivered by
Landlord, and have been accepted by the Tenant.
5. That the Premises are currently occupied and open for the use by
Tenant, its customers, employees and invitees.
6. That Tenant's interest in the Lease and the Premises demised therein,
or any part thereof, has not been sublet, transferred or assigned.
7. That all duties of an inducement nature required of the Landlord under
the Lease have been fulfilled by Landlord and Tenant is fully
obligated to pay rent and all other charges coming due under the
Lease.
8. That the commencement date of the term of the Lease was September 1,
1997 and the expiration date of the term of the Lease is September 30,
2007.
9. That the monthly Basic Rent under and as defined in the Lease of
$43,000 commenced on September 1, 1997 and the last monthly payment of
Basic Rent in the amount of $43,000 was made by Tenant on March 3,
1998. No monthly rental has been prepaid nor has Tenant been given
any free rent, partial rent, rebates, rent rebates or concessions,
other than one month's free rent for the period ended September 30,
1997. Tenant has no claims, defenses or offsets against any rents
payable under the Lease.
10. That a security deposit consisting of a letter of credit in the amount
of $1,500,000 has been deposited with Landlord. Xxxxxx agrees to look
solely to the Landlord for return of the security deposit unless the
Landlord has deposited the security deposit with you.
11. That Landlord, to the best of our knowledge, has fully performed all
of its obligations under the Lease and there are no known
circumstances existing under which Landlord may be deemed in default
merely upon the service of notice or passage of time, or both.
12. That Landlord has not given its consent to Tenant (for example, to
sublease or to alter the Premises) to take any action which, pursuant
to the Lease, requires Landlord's consent.
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13. That Tenant has not received any notice of a prior sale, transfer,
assignment, pledge or other hypothecation of the Premises or the Lease
or of the rents provided for therein.
14. That Tenant has not filed, and is not currently the subject of any
filing, voluntary or involuntary, for bankruptcy or reorganization
under any applicable bankruptcy or creditors rights laws.
15. That Tenant is a Minnesota duly organized validly existing and in good
standing under the laws of Minnesota.
In issuing this Estoppel Certificate Tenant understands that you will rely
thereon in your funding of a $3,350,000 mortgage loan to Landlord secured by
certain real estate which includes the Premises.
METRIS DIRECT, INC.
TENANT
By: /s/ Z. Xxxx Xxxxxxxx
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Name (Print): Z. Xxxx Xxxxxxxx
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Title (Print): Vice President, General
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Counsel and Assistant
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Secretary
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Authorized Representative
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EXHIBIT A
(Attached hereto is a copy of the Lease, including
all amendments thereto, if any.)