SUBLEASE
1. PARTIES
This Sublease, dated August 9, 1996, is made between Omni Insurance
Company ("Sublessor") and Suburban Lodges of America, Inc.
("Sublessee").
2. MASTER LEASE
Sublessor is the lessee under a written lease dated August 21, 1991,
leased to Sublessor the real property located in the County of Cobb,
State of Georgia described as approximately 22,975 rentable square feet at
1000 Parkwood Circle, Atlanta, Georgia 30339 ("Master Premises"). Said
lease has been amended by the following amendments: First Amendment, dated
July 1, 1994 and Second Amendment dated November 4, 1994. Master Lease and
the First and Second Amendments are attached hereto at Exhibit "A:".
3. PREMISES
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease the following portion of the Master Premises
("Premises"): 7749 Rentable Square Feet on the 8th floor of 1000 Parkwood
Circle, Atlanta, Georgia 30339, as outlined in "red" and attached hereto
as Exhibit "B".
4. WARRANTY BY SUBLESSOR
Sublessor warrants and represents to Sublessee that the Master Lease has
not been amended or modified except as expressly set forth herein, that
Sublessor is not now, and as of the commencement of the Term hereof will
not be, in default or breach of any of the provisions of the Master Lease,
and that Sublessor has no knowledge of any claim by Lessor that Sublessor
is in default or breach of any of the provisions of the Master Lease.
5. TERM
The term of this Sublease shall commence on October 1, 1996 or forty-five
(45) days following delivery to Sublessee of a fully executed Sublease
including Lessor's Consent ("Commencement Date"), and end on August 31,
2000 ("Termination Date"). Sublessor and Sublessee shall execute a
memorandum setting forth the actual date of commencement of the Term.
Possession of the Premises ("Possession") shall be delivered to Sublessee
upon receipt of Lessor's written consent. Notwithstanding the foregoing,
if Sublessor has not delivered Possession to Sublessee by September 7,
1996, then at any time thereafter and before delivery of Possession,
Sublessee may, but does not have the obligation to, give written notice to
Sublessor of Sublessee's intention to cancel this Sublease. Said notice
shall set forth an effective date for such cancellation which shall be at
least five (5) days after delivery of said notice to Sublessor. If
Sublessor delivers Possession to Sublessee on or before such effective
date, this Sublease shall remain in full force and effect. If Sublessor
fails to deliver Possession to Sublessee on or before such effective date,
this Sublease shall be cancelled, in which case all minimum rent
previously paid by Sublessee to Sublessor on account of this Sublease
shall be returned to Sublessee, this Sublease shall thereafter be of no
further force or effect, and Sublessor shall have no further liability to
Sublessee on account of such delay or cancellation. If Sublessor permits
Sublessee to take Possession prior to the commencement of the Term, such
early Possession shall not advance Termination Date and shall be subject
to the provisions of this Sublease, except that the obligation to pay rent
shall begin on the Commencement Date.
6. RENT
6.1 Minimum Rent
Sublessee shall pay to Sublessor as minimum rent, without deduction,
set off, notice, or demand, at Omni Insurance Company, Suite 1000,
1000 Parkwood Circle, Atlanta, GA 30339 or at such other place as
Sublessor shall designate from time to time by notice to Sublessee.
Such rent shall be due and payable in advance on the first day of
each month of the Term.
The following monthly minimum rent schedule shall apply:
10/1/96 - 8/31/97 $8,852.75
9/1/97 - 3/31/98 $11,300.63
4/1/98 - 8/31/98 $11,623.50
9/1/98 - 8/31/99 $11,946.38
9/1/99 - 8/3/00 $12,269.25
Sublessee shall pay to Sublessor upon execution of this Sublease the
sum of eight thousand eight hundred fifty-two and 75/100 dollars
($8,852.75) as rent for the first month. If the Term begins or ends
on a day other than the first or last day of a month, the rent for
the partial month shall be prorated on a per diem basis.
6.2 Operating Costs In accordance with the Master Lease, Sublessee
shall reimburse Sublessor for all increases in the expenses of
operating the building and/or project above the actual pro-rata costs
for operating the building for calendar year 1996. Such additional
rent shall be payable as and when Operating Costs are payable by
Sublessor to Lessor. If the Master Lease provides for the payment by
Sublessor for Operating Costs on the basis of an estimate thereof,
then as and when adjustments between estimated and actual Operating
Costs are made under the Master Lease, the obligations of Sublessor
and Sublessee hereunder shall be adjusted in a like manner; and if
any such adjustment shall occur after the expiration or earlier
termination of the Term, then the obligations of Sublessor and
Sublessee under this Subsection 6.2 shall survive such expiration or
termination. Sublessor shall, upon request by Sublessee, furnish
Sublessee with copies of all statements submitted by Lessor of actual
or estimated Operating Costs during the Term.
7. ITEM NOT USED
8. USE OF PREMISES
The Premises shall be used and occupied only for general administrative
and office purposes and for no other use or purpose.
9. ASSIGNMENT AND SUBLETTING
Sublessee shall not assign this Sublease or further sublet all or any part
of the Premises without the prior written consent of Sublessor, such
consent shall not be unreasonably withheld or delayed (and the consent
of Lessor, if such is required under the terms of the Master Lease).
Notwithstanding the aforementioned, Sublessee may sublease all or a
portion of the premises without Sublessor's prior written consent to any
of Sublessee's affiliates, subsidiaries or companies in which Sublessee
has a controlling interest, however, in the event of any sublease to an
affiliate, subsidiary or companies in which Sublessee has a controlling
interest, Sublessee will remain fully liable for the full and complete
performance of Sublessee's obligations hereunder.
10. OTHER PROVISIONS OF SUBLEASE
All applicable terms and conditions of the Master Lease are incorporated
into and made a part of this Sublease as if Sublessor were the lessor
thereunder, Sublessee the lessee thereunder, and the Premises the Master
Premises. Sublessee assumes and agrees to perform the lessee's obligations
under the Master Lease during the Term to the extent that such obligations
are applicable to the Premises, except that the obligation to pay rent to
Lessor under the Master Lease shall be considered performed by Sublessee
to the extent and in the amount rent is paid to Sublessor in accordance
with Section 6 of this Sublease. Sublessee and Sublessor shall not commit
or suffer any act or omission that will violate any of the provisions of
the Master Lease. Sublessor shall exercise due diligence in attempting to
cause Lessor to perform its obligations under the Master Lease for the
benefit of Sublessee. If the Master Lease terminates, this Sublease shall
terminate and the parties shall be relieved of any further liability or
obligation under this Sublease, provided however, that if the Master Lease
terminates as a result of a default or breach by Sublessor or Sublessee
under this Sublease and/or the Master Lease, then the defaulting party
shall be liable to the nondefaulting party for all damage suffered as a
result of such termination. Notwithstanding the foregoing, if the Master
Lease gives Sublessor any right to terminate the Master Lease in the event
of the partial or total damage, destruction, or condemnation of the Master
Premises or the building or project of which the Master Premises are a
part, the exercise of such right by Sublessor shall not constitute a
default or breach hereunder. If Sublessor exercises its option to renew
the premises, Sublessee shall have the automatic right/option to extend
the term of the sublease for two (2) thirty (30) day periods with written
notice to Sublessor no later than May 31, 2000. The minimum rent shall be
in an amount equal to the rent payable by the Sublessor in accordance with
the Sublessor's negotiated renewal terms.
11. BROKER
Sublessor and Sublessee warrant and represent that they have dealt with no
real estate broker in connection with this Sublease other than COLLIERS
CAUBLE & CO. ("Broker") and Alan Joel Properties, Inc. ("Co-Broker"), and
that no other broker is entitled to any commission on account of this
Sublease. Pursuant to Georgia Real Estate Commission Regulation 520-1-.08,
in this transaction, COLLIERS CAUBLE & CO. and Company as broker
represents the Sublessor, and Alan Joel Properties, Inc. as co-broker
represents Sublessee. Both Broker and Co-broker shall receive their
compensation from the Sublessor in accordance with Sublease Listing
Agreement dated January 11, 1996, by and between Colliers Cauble & Co.
(Broker) and Omni Insurance Company (Sublessor).
12. ATTORNEYS' FEES
If Sublessor, Sublessee, or Broker shall commence an action against the
other arising out of or in connection with this Sublease, the prevailing
party shall be entitled to recover its costs of suit and reasonable
attorney's fees.
13. TENANT IMPROVEMENTS
Improvements to the Sublease premises are subject to the prior written
approval of the Lessor. Sublessee shall improve the premises per the plans
attached as Exhibit "B" of this sublease, or as subsequently modified and
approved by Lessor. In consideration for such improvements being
completed, Sublessor shall contribute sixty-one thousand dollars
($61,000.00) to the Sublessee immediately upon presentation of bona-fide
invoice for such improvements.
14. SUBLESSEE'S DEFAULT
Sublessor shall provide sublessee ten (10) days prior written notice to
cure any monetary default. Sublessor shall provide sublessee thiry (30)
days written notice to cure any non-monetary default, plus any additional
time as is reasonably necessary in the event such non-monetary default
is incapable of being cured in thiry (30) days.
15. CONSENT BY LESSOR
This sublease shall be of no force or effect unless consented to by Lessor
within sixty (60) days after execution hereof, if such consent is required
under the terms of the Master Lease; which consent shall approve certain
conditions made by Sublessee.
Date: 8-8-96 Date: August 9, 1996
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Sublessee: Suburban Lodges of America, Inc. Sublessee: Omni Insurance Company
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By: David Krischer By: Lowell E. Sims
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Title: President Title: Sr. Vice President
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By: Terry Feldman By:
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Title: Vice President - CFO Title:
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