EXHIBIT 10.10
SUBLEASE
This Building Sublease ("Sublease") is made this 24th day of September,
1997, by and between NETCO COMMUNICATIONS CORPORATION, a Minnesota corporation
("Sublessee"), and 1250895 Ontario Limited, an Ontario corporation
("Sublessor").
RECITALS:
A. Bradley A. Hoyt ("Prime Landlord") is the fee owner of the land and
improvements, consisting of approximately 44,977 square feet of office and
warehouse, commonly known as 6100 110th Street West, Bloomington, Minnesota
("Premises").
B. Prime Landlord, as landlord, and Technology Marketing Group, Inc. (now
known as Globelle, Inc.), as tenant, have heretofore entered into that certain
Standard Commercial Lease dated July 11, 1995, as amended, (the "Prime Lease").
C. Globelle, Inc. has assigned all of its right, title and interest in the
Prime Lease to Sublessor;
D. Sublessee desires to lease the Premises and Sublessor desires to
sublease the Premises to Sublessee, all on the terms and conditions hereafter
set forth.
NOW, THEREFORE, in consideration of the foregoing recitals incorporated
herein by this reference, and the mutual covenants and agreements hereinafter
set forth, the receipt and adequacy of which are acknowledged, the parties agree
as follows:
1. BASIC SUBLEASE PROVISIONS AND IDENTIFICATIONS OF EXHIBITS
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1.01 BASIC SUBLEASE PROVISIONS:
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A. PREMISES ADDRESS:
6100 110th Street West
Bloomington, Minnesota 55428
B. SUBLESSOR'S ADDRESS:
5101 Orbitor Drive
Mississauqa, Ontario, Canada L4W 4V1
C. SUBLESSEE'S ADDRESS:
6100 110th Street West
Bloomington, Minnesota 55428
D. EXECUTION DATE: September 24th, 1997
E. TERM: The period beginning on the Commencement Date and ending on the
Expiration Date (hereafter defined), subject to earlier cancellation or
termination as herein provided.
F. COMMENCEMENT DATE: The last to occur of (x) September 15, 1997, and (y) the
date Sublessor, after obtaining Prime Landlord's mortgagee approval of the
Sublease, makes the Premises available for occupancy by the Subtenant.
G. EXPIRATION DATE: November 29, 2005, subject to earlier cancellation or
termination as herein provided.
H. SECURITY DEPOSIT: $150,528.00, subject to the provisions of Section 4.01.
I. EXHIBITS: The following Exhibits are attached hereto and incorporated
herein:
EXHIBIT A - Description of Subleased Premises
EXHIBIT B - Prime Lease
EXHIBIT C - Furniture, Fixtures and Equipment included in Sublease Premises
EXHIBIT D - Sublessee and Prime Landlord Non-Disturbance Agreement
2. SUBLEASED PREMISES AND TERM; PRIME LEASE
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2.01 SUBLEASED PREMISES AND FURNITURE, FIXTURES AND EQUIPMENT LOCATED THEREON:
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A. Sublessor hereby leases to Sublessee and Sublessee hereby leases from
Sublessor approximately 41,699 square feet of office space and ?,278 square feet
of warehouse space in a two (2) story building (sometimes referred to herein as
the "Subleased Premises"), which Subleased Premises are described in Exhibit "A"
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attached hereto, subject to all of the terms, covenants and conditions contained
herein and in the Prime Lease. The leasable area of the Subleased Premises
includes an allocation of the Common Areas (as defined in the Prime Lease).
B. Sublessee acknowledges that it has thoroughly inspected the Subleased
Premises. The Subleased Premises are accepted by the Sublessee in an AS IS,
WHERE IS condition without any representations or warranties, whatsoever,
express or implied, except as specifically set forth herein. More particularly,
Sublessee expressly acknowledges that Sublessor has not made and will not make
any warranties to the Sublessee with respect to the quality of construction of
any leasehold improvements or finishes or as to the condition of the Subleased
Premises, whether express,
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statutorily implied or otherwise, and that Sublessor expressly disclaims any
implied warranty that the Subleased Premises are or will be suitable for
Sublessee's use or intended commercial purposes. Sublessee shall have the right
to take possession of the Subleased Premises upon execution of this Sublease by
all parties hereto. Any construction, alterations or improvements made to the
Subleased Premises by Sublessee shall be subject to (i) the prior approval of
both Prime Landlord and Sublessor, including, without limitation, approval of
the plans, specifications, contractors and subcontractors therefor, (ii) all
applicable terms and conditions of the Prime Lease relating to construction,
alterations or improvements of the Subleased Premises, and (iii) such other
reasonable requirements or conditions as Prime Landlord may impose.
C. The Subleased Premises shall include the furniture, fixtures and
equipment set forth in the schedule attached hereto as Exhibit "C"; provided,
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however, title to such furniture, fixtures and equipment shall remain in
Sublessor. Upon the expiration of the Sublease Term not resulting from a default
by Sublessee, title to such furniture, fixtures and equipment shall be deemed to
have been transferred to the Sublessee.
2.02 TERM:
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A. The term of this Sublease ("Term") shall commence on the Commencement
Date as set forth in Section 1.01F.
B. The term shall end on the Expiration Date set forth in Subsection 1.01G,
unless sooner canceled or terminated as otherwise provided in this Sublease.
2.03 RELATION TO PRIME LEASE.
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Except to the extent hereinafter provided, this Sublease is subject and
subordinate to all of the covenants, agreements, terms, provisions, conditions
and obligations of the Prime Lease. Sublessee agrees that all rights and
privileges granted hereunder are subject to the limitations imposed on the
Sublessor by the Prime Lease and that, except as expressly provided herein,
Sublessor is not granting any rights or privileges to Sublessee that are not
expressly granted to Sublessor under the Prime Lease. All of the covenants,
agreements, terms, provisions, conditions, obligations and rules and regulations
of the Prime Lease are incorporated herein, with the same force and effect as if
they were fully set forth herein. Sublessee agrees to be bound by and comply
with the terms of the Prime Lease and to perform Sublessor's obligations with
respect to the Subleased Premises for the benefit of Prime Landlord and
Sublessor, except that:
(x) Any reference in the Prime Lease to: (i) "Landlord" shall mean Prime
Landlord; (ii)"Tenant" shall mean
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Sublessee; and (iii) "Premises" shall mean Subleased Premises.
(y) In all instances where consent or approval of the Prime Landlord is
required pursuant to the Prime Lease, the consent or approval of each
of Prime Landlord and Sublessor shall be required hereunder and
Sublessor agrees to send to Prime Landlord, at Sublessee Is expense,
copies of Sublessee's written request for any consents required. In the
event Sublessor does not notify Sublessee of any objections to a
request for Sublessor's consent within ten (10) business days of
Sublessor's receipt of such request, such request shall be deemed
approved by Sublessor.
The Prime Lease is attached hereto as Exhibit "B". Each party agrees that it
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will not, by its act or omission to act, cause a default under the Prime Lease.
In furtherance of the foregoing, Sublessor and Sublessee hereby confirm, each to
the other, that it is not practical in this Sublease to enumerate all of the
rights and obligations of the various parties under the Prime Lease and
specifically to allocate those rights and obligations in this Sublease.
Accordingly, in order to afford to Sublessee the benefits of this Sublease and
of those provisions of the Prime Lease which by their nature are intended to
benefit the party in possession of the Premises, and in order to protect
Sublessor against a default by Sublessee which might cause a default or event of
default by Sublessor under the Prime Lease:
A. Subject to the provisions of Section 3.03 herein, without limiting
the obligations of Sublessor under the Prime Lease, as between Sublessor
and Sublessee, Sublessor shall pay, when and as due, all Base Rent,
Additional Rent and other charges payable by Sublessor to Prime Landlord
under the Prime Lease provided Sublessee shall timely pay all Rent when and
as due under this Sublease.
B. Sublessee shall perform and observe all terms, affirmative covenants
and conditions and shall refrain from performing any act which is
prohibited by the negative covenants of the Prime Lease, where the
obligation to perform, observe or refrain from performing is by its nature
imposed upon the party in possession of the Premises and all such
affirmative covenants and negative covenants shall be deemed incorporated
herein and shall be performed or observed for the benefit of Sublessor as
though Sublessor were the landlord thereunder. If practicable, Sublessee
shall perform affirmative covenants which are also covenants of Sublessor
under the Prime Lease at least five (5) days prior to the date when
Sublessor's performance is required under the Prime Lease and shall
indemnify Sublessor and Guarantor (as defined in the Prime Lease) against
all claims liabilities, demands, losses,
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actions, causes of action, damages, costs and expenses (including
reasonable attorneys' fees) arising out of Sublessee's failure to perform
or observe any such terms, covenants or conditions, subject however to all
the express terms and conditions of this Sublease. Sublessor shall have the
right, after notice and failure to cure by Sublessee (except in events of
emergency), but not the obligation to enter the Subleased Premises to cure
any default by Sublessee under this Sublease.
C. Provided Sublessee is not in default hereunder and such default is
continuing uncured, Sublessor shall not agree to an amendment to the Prime
Lease, unless Sublessor shall first obtain Sublessee's prior written
approval thereof, not to be unreasonably withheld.
D. Sublessor shall not be required to make any improvements,
replacements or repairs of any kind or character to the Premises. Sublessor
hereby grants to Sublessee the right to receive all of the services and
benefits with respect to the Subleased Premises which are to be provided by
Prime Landlord under the Prime Lease; provided, however, Sublessor shall
have no duty to perform any terms, covenants, conditions to be performed or
observed by the Prime Landlord under the Prime Lease. For example, and
without limitation, Sublessor shall not be required to provide the services
or repairs which the Prime Landlord is required to provide under the Prime
Lease. Sublessor shall have no responsibility for or be liable to Sublessee
for any default, failure or delay on the part of Prime Landlord in the
performance or observance by Prime Landlord of any of the terms, covenants
and conditions under the Prime Lease, nor shall such default by Prime
Landlord affect this Sublease or waive or defer the performance of any of
Sublessee's obligations hereunder except to the extent that such default
by Prime Landlord excuses performance by Sublessor under the Prime
Lease. Notwithstanding the foregoing, the parties contemplate that Prime
Landlord shall, in fact, perform and observe its obligations under the
Prime Lease and in the event of any default or failure of such performance
by Prime Landlord, Sublessor agrees that it will, upon notice from
Sublessee, make demand upon Prime Landlord to perform its obligations under
the Prime Lease and, provided that Sublessee specifically agrees to pay all
reasonable costs and expenses of Sublessor and provides Sublessor with
security reasonably satisfactory to Sublessor to pay such costs and
expenses, Sublessor will take appropriate legal action to enforce the Prime
Lease.
E . Nothing contained in this Sublease shall be construed to create a
privity of estate of contract between
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Sublessee and Prime Landlord except as may be created pursuant to Exhibit
C.
F. Notwithstanding anything contained herein to the contrary,
Sublessee and Sublessor hereby acknowledge that the terms and provisions of
this Sublease are specifically contingent upon the delivery to Sublessee
and Sublessor of a fully executed agreement by and between Sublessee and
Prime Landlord in the same form attached hereto as Exhibit "D".
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G. Without limiting its obligations hereunder, Sublessee hereby
acknowledges the Prime Landlord's rights as set forth in Sections 10.1,
12.1, 13.3 and 14.10 of the Prime Lease.
3. RENT
3.01 BASE RENT. Sublessee shall pay Sublessor the Base Rent payable in
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equal monthly installments, set forth below on or before the first day of each
calendar month during the Term, except that Base Rent for the first full and
any initial partial calendar month shall be paid when Sublessee executes this
Sublease.
Lease Year Annual Rate Monthly Installment
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Commencement Date - Four Hundred Thirteen $34,432.00
November 30, 2000 Thousand One Hundred
Eighty-Four Dollars
($413,184)
(except that the Sublessor will forbear from collecting Base Rent for the
four (4) calendar months commencing with the first full month next
succeeding the Commencement Date, provided, however, that if the
Commencement Date is on the first day of a calendar month, such month shall
be the first calendar month which Sublessor forbears collection, (Sublessee
shall pay all Additional Rent due for such period), and Sublessee shall
instead repay such amounts by way of payments to Sublessor, directly, of an
additional $8,500.00 per month in Base Rent from February 1, 1998 to
January 31, 1999)
December 1, 2000 - Four Hundred Sixty-one Thousand $38,432.00
November 29, 2005 One Hundred Eight-Four Dollars
($461,184)
Except as provided in Section 3.03 herein, Sublessee shall pay all Rent, and
forward all insurance certificates to Sublessor at the address set forth in
Section 1.01B, or such other address or to such other entity as Sublessor shall
designate from time to time in writing.
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3.02 ADDITIONAL RENT. If and to the extent that Sublessor is obligated to
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pay Additional Rent under the Prime Lease, Sublessee shall, effective as of the
Commencement Date, pay to Sublessor such Additional Rent (to the extent such
Additional Rent is attributable to events occurring during the Term of this
Sublease). Such payment shall be due from Sublessee to Sublessor at least five
(5) days prior to the date upon which Sublessor's payment of such Additional
Rent is due to the Prime Landlord, provided that Sublessee shall have been
billed therefor at least ten (10) days prior to such due date (which bill shall
be accompanied by a copy of Prime Landlord's bill and other material furnished
to Sublessor in connection therewith). If any such payments are estimated and
paid monthly by Sublessor under the Prime Lease, Sublessee shall pay its share
of the estimated monthly payments on the first (1st) day of every month in
which a payment is due by Sublessor under the Prime Lease. As of the date
hereof, Sublessee's share of such expenses is 100%, subject to adjustment as
provided in Section 1.8 and 2.2 of the Prime Lease.
Section 2.2 of the Prime Lease provides for an adjustment of the monthly
operating Expenses actually paid by Prime Landlord during said year with
Sublessor's pro rata share of operating expenses actually paid with respect to
such year. To the extent Prime Landlord pays Sublessor any overpayment with
respect to Sublessor's pro rata share of operating expenses, Sublessor shall
remit to Sublessee such overpayment. Likewise, to the extent Sublessor is
obligated to pay any deficiency in the payment of Sublessor's pro rata share of
operating expenses, Sublessee shall, within five (5) days after written demand
therefor by Sublessor, pay to Sublessor such deficiency.
3.03 SUBLESSEE'S PAYMENT OF RENT DIRECTLY TO PRIME LANDLORD. Sublessee
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shall make all Rent, including Base Rent and Additional Rent, payments due
under this Sublease directly to Landlord at Landlord's address set forth in the
Prime Lease, except that Sublessor agrees to pay to Prime Landlord the Base
Rent due for the four (4) calendar months commencing with the first full month
next succeeding the Commencement Date, and Sublessee agrees to pay the
additional $8,500.00 per month rent due during the year 1998 directly to the
Sublessor. Upon Sublessee's receipt of a notice from Sublessor directing Rent
to be paid to Sublessor, Sublessee shall thereafter make all such payments
directly to the Sublessor. Except as provided in the Prime Landlord and
Sublessee NonDisturbance Agreement, in the event the Sublessee fails to pay any
Rent, after notice and within the time set forth in the notice, thereafter,
until Sublessee has cured such failure to pay Rent, all Rent due under the
Sublease shall be paid directly to Sublessor at the address set forth in
Section 1.01 B herein.
4. SECURITY DEPOSIT.
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4.01 SECURITY DEPOSIT. The Sublessee has delivered to Sublessor a
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security deposit in the amount of $150,528.00 as a security deposit for the
full and faithful performance of each and every provision of this Sublease to
be performed by Sublessee, on the understanding that: (a) the Security Deposit
or any portion thereof not previously applied, or from time to time, such one
or more portions thereof, may be applied to cure any default that may then
exist, without prejudice to any other remedy or remedies which Sublessor may
have on account thereof, and upon such application Sublessee shall pay
Sublessor on demand the amount so applied which shall be added to the Security
Deposit so the same may be restored to its original amount; (b) should the
Prime Lease be assigned by Sublessor, the Security Deposit or any portion
thereof not previously applied may be paid to the Sublessor's assignee and if
the same is paid as aforesaid, Sublessee hereby releases Sublessor from any and
all liability with respect to the Security Deposit and/or its application or
return; (c) if permitted by law, Sublessor or its successor shall not be
obligated to hold the Security Deposit as a separate fund, but on the contrary
may commingle the same with its other funds; (d) if Sublessee shall faithfully
perform and observe all of the terms, covenants, and conditions in this
Sublease and in the Prime Lease set forth and contained on the part of
Sublessee to be fulfilled, kept, performed and observed, the sum deposited or
the portion thereof not previously applied, shall be returned to Sublessee
without interest no later than thirty (30) days after the expiration of the
Term of this Sublease or any renewal or extension thereof, provided Sublessee
has vacated the Premises and surrendered possession thereof to Sublessor at the
expiration of the Term or any extension or renewal thereof as provided herein;
(e) in the event that Sublessor terminates this Sublease or Sublessee's right
to possession by reason of a Default by Sublessee, Sublessor may apply the
Security Deposit against damages suffered to the date of such termination
and/or may retain the Security Deposit to apply against such damages as may be
suffered or shall accrue thereafter by reason of Sublessee's default; (f) in
the event any bankruptcy, insolvency, reorganization or other creditor-debtor
proceedings shall be instituted by or against Sublessee, or its successors or
assigns, the Security Deposit shall be deemed to be applied first to the
payment of any Rent due Sublessor for all periods prior to the institution of
such proceedings, and the balance, if any, of the Security Deposit may be
retained or paid to Sublessor in partial liquidation of Sublessor's damages.
Sublessor's parent corporation, Globelle Corporation, an Ontario corporation,
("Guarantor") has executed the Sublease solely for the purpose of agreeing to
guaranty the performance of the Sublessor with respect to the Security Deposit.
The Guarantor hereby submits to personal jurisdiction in the State of Minnesota
for the enforcement of this Guaranty and waives any and all personal rights to
object to such jurisdiction for the purposes of litigation to enforce this
Guaranty. In the event such litigation is commenced at any time when Guarantor
is not permanently domiciled in the State of
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Minnesota, Guarantor agrees that service of process may be made and personal
jurisdiction over Guarantor obtained, by service of a copy of the summons,
complaint and other pleadings required to commence such litigation upon
appointed Agent for Service of Process in the State of Minnesota, which Agent
Guarantor hereby designates to be:
Mary L. Galvin, Bassford, Lockhart, Truesdell & Briggs, Lawyers, 3550
Multifoods Tower, 33 South Sixth Street, Minneapolis, Minnesota, 55402-3787,
(612) 333-3000. A copy of all documents served as aforesaid shall be
simultaneously sent by mail, Certified, postage prepaid to: Goodman and Carr,
Barristers and Solicitors, 200 King Street West, Toronto, Ontario, Canada M5H
3W5, Attention: Mr. J. Blidner
Guarantor agrees that this appointment of an agent for service of process is
made for the mutual benefit of Guarantor and Sublessee and may not be revoked
without Sublessee's consent. Guarantor hereby agrees and consents that any such
service of process upon such agent shall be taken and held to be valid personal
service upon Guarantor whether or not Guarantor shall be then physically
present, residing within, or doing business within the State of Minnesota, and
that any such service of process shall be of the same force and validity as if
service were made upon Guarantor when physically present, residing within, or
doing business in the State of Minnesota. Guarantor waives all claim of error
by reason of any such service. Guarantor hereby consents to the exclusive
jurisdiction of either the District Court of Hennepin County, Minnesota, or the
United States District Court for Minnesota, in any action, suit or proceeding
which Owner may at any time wish to file in connection with this Guaranty or
any related matter. Guarantor hereby agrees that an action, suit or proceeding
to enforce this Guaranty shall be brought in any State or Federal Court in the
State of Minnesota and hereby waives any objection which Guarantor may have to
the laying of the venue of any such action, suit or proceeding in any such
Court; provided, however, that the provisions of this Section shall not be
deemed to preclude Sublessee from filing any such action, suit or proceeding in
any other appropriate forum.
5. SUBLESSEE'S USE.
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5.01 USE OF THE SUBLEASED PREMISES. Sublessee shall occupy and use the
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Subleased Premises only for warehouse and office uses. Sublessee's use of the
Subleased Premises shall comply in all respects with Section 3.1 of the Prime
Lease.
5.02 PERMITS/CERTIFICATE OF OCCUPANCY. If any governmental license or
---------------------------------
permit shall be required for the proper and lawful conduct of Sublessee's
business in or occupancy of the Subleased Premises, then Sublessee, at its sole
cost and expense, shall procure (and Sublessor and Prime Landlord shall assist
and fully cooperate in such efforts to procure, at Sublessee's cost and
expense), and thereafter maintain such license(s) or permit(s) and submit
the same to Sublessor for inspection. Sublessee shall also be responsible for
obtaining the certificate of occupancy, if any,
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for the Subleased Premises. Sublessee shall comply with the terms and conditions
of each such license or permit.
6. RIGHT OF QUIET ENJOYMENT. If the Sublessee pays the Rent and other sums
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herein provided, and observes and performs all the terms, covenants and
conditions on the Sublessee's part to be observed and performed, Sublessee's
right of quiet enjoyment of the Subleased Premises, subject to the terms,
covenants and conditions of this Lease, shall not be disturbed by Sublessor or
those claiming through Sublessor.
7. LATE PAYMENT CHARGE. Other remedies for nonpayment of Rent notwithstanding,
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if the monthly rental payment or any other payment due from the Sublessee to
Sublessor is not received by the Sublessor or the Prime Landlord for the account
of Sublessor on or before the fifth (5th) day of the month for which rent or
such other payments are due, a late payment charge of five per cent (5%) of such
past due amount shall become due and payable in addition to such amounts owed
under the Sublease.
8. ASSIGNMENT AND SUBLETTING.
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8.01 TRANSFER BY SUBLESSEE. Sublessee shall not sublease, assign, pledge,
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mortgage, hypothecate, grant licenses or concessions or otherwise transfer or
permit the transfer of Sublessee's interest in this Sublease or the Subleased
Premises, in whole or in part, by operation of law or otherwise (including
without limitation by transfer of a majority interest of stock, merger, or
dissolution, which transfer of majority interest of stock, merger or dissolution
shall be deemed an assignment) without the prior written consent of Sublessor
and Prime Landlord, which consents may be withheld or granted on the same
conditions as are applicable under the Prime Lease with respect to assignments
and other transfers of Sublessor's interest thereunder. Any assignee or
sublessee of Sublessee or any further assignment or sublease of the Subleased
Premises shall be subject to the same terms and provisions set forth in this
Section 8.01.
8.02 TRANSFER BY SUBLESSOR. Sublessor may, subject to the Prime Lease,
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assign, transfer, pledge, mortgage, hypothecate or otherwise transfer its
interest in this Sublease without consent of Sublessee, provided, Sublessor
shall not hereafter assign its interest under this Sublease separate from its
interest under the Prime Lease and any such assignee shall assume Sublessor's
obligations under this Sublease, including the return of any security deposit.
9. INDEMNITY
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9.01 SUBLESSOR INDEMNITY. Sublessor agrees to indemnify, defend, and hold
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harmless Sublessee and its agents and employees, against any and all claims,
liabilities, losses, actions, causes of action, judgments, awards, demands,
costs and expenses of every kind and nature (including reasonable attorneys'
fees and administrative costs), arising from (i) any injury or damage to any
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person, property or business resulting from the negligence of Sublessor, its
employees, agents, contractors, subcontractors, servants, invitees, licensees or
Sublessees or (ii) the breach or violation by Sublessor of any term, covenant or
condition of this Sublease or the Prime Lease; provided, however, that
Sublessor's obligations under this Section shall not apply to injury or damage
resulting from the negligence of Sublessee or its agents or employees, the
failure of Sublessee to perform its obligations hereunder or under the Prime
Lease, or for which Sublessee has insurance. If any such proceeding is brought
against Sublessee or its agents or employees, Sublessor covenants to defend such
proceeding at its sole cost by legal counsel reasonably satisfactory to
Sublessee. Sublessor may satisfy its obligations under this Section from
available insurance coverage.
9.02 SUBLESSEE INDEMNITY. Sublessee agrees to indemnify, defend, and hold
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harmless Sublessor, Guarantor and their respective agents and employees, against
any and all claims, liabilities, losses, actions, causes of action, judgments,
awards, demands, costs and expenses of every kind and nature (including
attorneys' fees and administrative costs), including, without limitation,
arising from (i) any injury or damage to any person or property resulting from
the negligence of Sublessee, its employees, agents, or contractors; or (ii) the
breach or violation by Sublessee of any term, covenant or condition of this
Sublease or the Prime Lease; provided, Sublessee's obligations under this
Section shall not apply to injury or damage resulting from the negligence of
Sublessor, its agents and employees, or the failure of Sublessor to perform its
obligations hereunder or under the Prime Lease for which Sublessor has insurance
coverage. If any such proceeding is brought against Sublessor or its agents or
employees, Sublessee covenants to defend such proceeding at its sole cost by
legal counsel reasonably satisfactory to Sublessor. Sublessee may satisfy its
obligations under the Section from available insurance coverage.
10. DEFAULT.
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10.01 EVENTS OF DEFAULT.
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(1) If a party fails to make any payment required when due hereunder, and
such failure continues for five (5) business days after written demand for
payment of such payment; or
(2) If a party fails in the prompt and full performance of any other
provisions of this Sublease (including, without limitation, the terms of the
Prime Lease which have been incorporated herein) other than the nonpayment of
Rent or other payments due under this Sublease, and does not cure such failure
within ten (10) days after written demand from the other party that the failure
be cured (unless the failure involves a hazardous
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condition, which shall be cured forthwith or as quickly as reasonably possible);
or
(3) Sublessee shall, by its act or omission to act, cause a default under
the Prime Lease and such default is not cured within the time, if any, permitted
for such cure under the Prime Lease;
(4) Sublessee shall abandon any substantial portion of the Subleased
Premises;
(5) Sublessee shall file a petition or, if an involuntary petition is
filed against Sublessee, or becomes insolvent, under any applicable federal or
state bankruptcy or insolvency law or admits that it cannot meet its financial
obligations, or a receiver or trustee shall be appointed for the benefit of
creditors; or
(6) Sublessee shall do or permit to be done any act which results in a
lien being filed against the Subleased Premises.
In the event that an order for relief is entered in any case under Title
11, U.S.C. (the "Bankruptcy Code") in which the Sublessee is the debtor and: (A)
Sublessee as debtor in possession, or any trustee who may be appointed in the
case (the "Trustee") seeks to assume the Sublease, then Sublessee, or Trustee,
if applicable, in addition to providing adequate assurance described in
applicable provisions of the Bankruptcy Code, shall provide adequate assurance
to Sublessor of Sublessee's future performance under the Sublease by depositing
with Sublessor a sum equal to the lesser of twenty-five per cent (25%) of the
rental and other charges due for the balance of the Sublease term of six (6)
months' rent ("Security"), to be held (without an allowance for interest
thereon) to secure Sublessee's obligations under the Sublease, and (B)
Sublessor, or Trustee, if applicable, seeks to assign the Sublease after
assumption of the same, then Sublessor, in addition to providing adequate
assurance described in applicable provisions of the Bankruptcy Code shall
provide Adequate assurance to Sublessor of the proposed assignee's future
performance under the Sublease by depositing with Landlord a sum equal to the
Security to be held (without any allowance or interest thereon) to secure
performance under the Lease by depositing with Sublessor a sum equal to the
Security to be held (without any allowance or interest thereon) to secure
performance under the Sublease. Nothing contained herein expresses or implies,
or shall be construed to express or imply, that Sublessor is consenting to
assumption and/or assignment of the Sublease. Neither Sublessee nor any Trustee
shall conduct or permit the conduct of any "lien," "bankruptcy," "going out of
business" or auction sale in or from the Subleased Premises.
Then, and in any such event (sometimes referred to as an "Event of Default")
such party ("Defaulting party") shall be in default.
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10.02 DEFAULT BY SUBLESSEE. Upon a default by Sublessee, Sublessor may
--------------------
exercise any remedy against Sublessee which Prime Landlord may exercise in the
event of a default by Sublessor under the Prime Lease, including, without
limitation, termination of the Sublease and termination of Sublessee's right to
possession of the Subleased Premises.
10.03 DEFAULT OF SUBLESSOR. Upon a default by Sublessor, Sublessee may
--------------------
exercise any remedy against Sublessor which Sublessor may exercise in the event
of a default by Prime Landlord under the Prime Lease, provided, however, so long
as Sublessor is not in default under the Prime Lease for a monetary amount in
excess of $5,000, Sublessee shall have no right to terminate this Sublease.
11. SURRENDER OF SUBLEASED PREMISES. Upon any expiration or termination of this
-------------------------------
Sublease or termination of Sublessee's right of possession of the Subleased
Premises, or any part thereof, Sublessee shall surrender and vacate the
Subleased Premises immediately and surrender the Subleased Premises to
Sublessor, including the alterations, additions, improvements, equipment, and
fixtures requested by Sublessor to remain on the Subleased Premises other than
Sublessee moveable trade fixtures, in good condition and repair, shall remove
all alterations, additions, improvements and fixtures not requested by Sublessor
to remain on the Subleased Premises and shall repair all damage to the Subleased
Premises caused by such removal prior to the Expiration Date. Any property not
removed from the Subleased Premises upon expiration or termination hereof shall,
subject to the rights of Prime Landlord under the Prime Lease, be conclusively
presumed to have been abandoned by Sublessee, and Sublessor, or Prime Landlord
may, at its option, retain, store and/or dispose of such property at Sublessee's
expense. All such property shall, at Sublessor's or Prime Landlord's option, be
conclusively deemed to have been conveyed to Sublessor by Sublessee as if by
bill of sale without payment by Sublessor.
12. UTILITIES. Sublessee shall obtain and pay for all utilities supplied to the
---------
Subleased Premises. Sublessor warrants that electrical, mechanical and plumbing
systems are in good working order.
13. INSURANCE. Sublessee shall procure and maintain, at its own cost and
---------
expense, such insurance as is required to be carried by Sublessor under the
Prime Lease, naming Sublessor as an additional insured, as well as Prime
Landlord, in the same manner required for naming Prime Landlord as provided
therein. Sublessee shall furnish Sublessor a certificate of Sublessee's
insurance required hereunder not later than Sublessee's taking possession of the
Subleased Premises. Each party hereby waives claims against the other for
property damage provided such waiver shall not invalidate the waiving party's
property insurance; each party shall attempt to obtain from its insurance
carrier a waiver of its right of
13
subrogation. Sublessee hereby waives claims against Prime Landlord and
Sublessor for property damage to the Subleased Premises or its contents if and
to the extent that Sublessor waives such claims against Prime Landlord under
the Prime Lease. Sublessee agrees to obtain, for the benefit of Prime Landlord
and Sublessor, such waivers of subrogation rights from its insurer as are
required of Sublessor under the Prime Lease. Sublessor agrees to use reasonable
efforts in good faith to obtain from Prime Landlord a waiver of subrogation
rights in Prime Landlord's property insurance if and to the extent that Prime
Landlord waives such claims against Sublessor under the Prime Lease or is
required under the Prime Lease to obtain such waiver of subrogation rights.
14. HAZARDOUS SUBSTANCES.
--------------------
14.01 Representation By Sublessor. Sublessor represents that to the
---------------------------
best of Sublessor's knowledge there are no hazardous substances or hazardous
wastes, as those terms are defined by the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. (SS)9601, et seq. and the Resource
Conservation and Recovery Act, 42 U.S.C. (SS)960, et seq., in, on, or about the
Subleased Premises. If subsequent to the date Sublessee accepts possession of
the Subleased Premises it is determined that there are any Hazardous Materials
(as defined below) in the Subleased Premises which were installed after
Sublessor obtained possession of the Subleased Premises under the Prime Lease,
and such Hazardous Materials are required by applicable federal, state or local
law to be removed, encapsulated or otherwise treated ("Remediated"), Sublessor,
at Sublessor's expense, shall as soon as practicable after notice thereof from
Sublessee, remediate said Hazardous Materials as Sublessor deems appropriate so
that all applicable federal, state and local laws are complied with. Such
Remediation shall be Sublessee's sole remedy on account of such Hazardous
Materials.
14.02 REPRESENTATION BY SUBLESSEE. Sublessee shall not transport, use,
---------------------------
store, maintain, generate, manufacture, handle, dispose, release or discharge
any "Hazardous Material" (as defined below) upon or about the Subleased
Premises or permit Sublessee's employees, agents, contractors, invitees and
other occupants of the Subleased Premises to engage in such activities upon or
about the Subleased Premises. Sublessee shall promptly notify Sublessor of: (i)
any enforcement, cleanup or other regulatory action taken or threatened by any
governmental or regulatory authority with respect to the presence of any
Hazardous Material on the Subleased Premises or the migration thereof from or
to other property, (ii) any demands or claims made or threatened by any party
relating to any loss or injury resulting from any Hazardous Material on the
Subleased Premises, (iii) any release, discharge or nonrouting, improper or
unlawful disposal or transportation of any Hazardous Material on or from the
Subleased Premises or in violation of this Section, and (iv) any matters where
Sublessee is required by Law to
14
give a notice to any governmental or regulatory authority respecting any
Hazardous Material on the Subleased Premises. Sublessor and Prime Landlord shall
have the right (but not the obligation) to join and participate, as a party, in
any legal proceedings or actions affecting the Subleased Premises initiated in
connection with any environmental, health or safety law. The term "Hazardous
Material" for purposes hereof shall mean any chemical, substance, material or
waste or component thereof which is now or hereafter listed, defined or
regulated as a hazardous or toxic chemical, substance, material or waste or
component thereof by any federal, state or local governing or regulatory body
having jurisdiction, or which would trigger any employee or community "right-to-
know" requirements adopted by any such body, or for which any such body has
adopted any requirements for the preparation or distribution of an Material
Safety Data Sheet.
14.03 USE OF HAZARDOUS MATERIAL. If any Hazardous Material is released,
-------------------------
discharged or disposed of by Sublessee or any other occupant of the Subleased
Premises, or their employees, agents or contractors, on or about the Subleased
Premises in violation of the foregoing provisions, Sublessee shall immediately,
properly and in compliance with applicable Laws clean up and remove the
Hazardous Material from the Subleased Premises and any other affected property
and clean or replace any affected personal property (whether or not owned by
Sublessor or Prime Landlord), at Sublessee's expense (without limiting
Sublessor's other remedies therefor). Such clean up and removal work shall be
subject to Sublessor's and Prime Landlord's prior written approval (except in
emergencies), and shall include, without limitation, any testing, investigation,
and the preparation and implementation of any remedial action plan required by
any court or governmental body having jurisdiction or reasonably required by
Sublessor or Prime Landlord. If Sublessor, Prime Landlord or any Lender or
governmental body arranges for any tests or studies showing that this Section
has been violated, Sublessee shall pay for the costs of such tests. If any
Hazardous Material is released, discharged or disposed of on or about the
Subleased Premises and such release, discharge or disposal is not caused by
Sublessee or other occupants of the Subleased Premises, or their employees,
agents or contractors, such release, discharge or disposal shall be deemed
casualty damages to the extent that the Subleased Premises are affected thereby;
in such case, Sublessee and Sublessor shall have the obligations and rights
respecting such casualty damage provided under such Section 15 of this Sublease.
15. DAMAGE BY FIRE OR OTHER CASUALTY. If (i) all or any portion of either the
--------------------------------
Subleased Premises are damaged by fire or other casualty, (ii) such event gives
Sublessor the right to terminate the Prime Lease or Prime Landlord the right to
terminate the Prime Lease, and (iii) either Sublessor (Sublessor shall not
exercise such right without the written consent of Sublessee) or Prime Landlord
exercises such right; then this Sublease shall terminate
15
in accordance with the provisions of the Prime Lease and all Base Rent and
Additional Rent shall be apportioned in accordance with the provisions of the
Prime Lease. If Sublessor or Prime Landlord is not entitled to terminate or
does not exercise their respective right of termination with respect to a fire
or other casualty, then (i) this Sublease shall continue in full force and the
Subleased Premises shall be repaired or restored in the same manner and under
the same conditions for repair and restoration as provided and required in the
Prime Lease and (ii) Base Rent and Additional Rent shall abate in the same
manner and for such period as Rent abates under the Prime Lease.
16. EMINENT DOMAIN
--------------
16.01 RESULTING IN TERMINATION. In the event (i) any part of the
------------------------
Subleased Premises is taken or condemned by any competent authority for any
public use or purpose or conveyed under threat of such condemnation, (ii) such
event gives Prime Landlord the right to terminate the Prime Lease or Sublessor
(Sublessor shall not exercise such right without the prior written consent of
Sublessee) the right to terminate the Prime Lease, and (iii) either Sublessor
or Prime Landlord exercises such right; then this Sublease shall terminate in
accordance with the provisions of the Prime Lease, and all Base Rent and
Additional Rent shall be apportioned in accordance with the provisions of Prime
Lease.
16.02 RESTORATION. In the event any part of the Building or the
-----------
Subleased Premises is taken or condemned by any competent authority for any
public use or purpose, or is conveyed under threat of condemnation, and the
Prime Lease is not terminated by Sublessor or Prime Landlord as a result
thereof, then Base Rent and Additional Rent shall be adjusted in the same
manner as provided for the adjusted Rent under the Prime Lease.
16.03 CONDEMNATION AWARD. All condemnation awards shall, subject to the
------------------
rights of Prime Landlord under the Prime Lease, be allocated to Sublessee in
the manner set forth in Article 8 of the Prime Lease. Sublessee shall be
entitled to seek a separate award in accordance with the provisions of the
Prime Lease.
17. BROKERAGE COMMISSIONS. Sublessee and Sublessor represent and warrant to
---------------------
each other than no real estate brokers, consultants or finders have
participated in the negotiation or execution of this Sublease or the Prime
Lease, except for Cushman & Wakefield of Minnesota, Inc. Sublessor shall pay
Cushman & Wakefield of Minnesota, Inc. a commission of $1.70 per sq. foot, due
upon full execution of the Sublease and Sublessee's delivery of the Security
Deposit to Sublessor. Sublessee and Sublessor shall defend, indemnify and hold
each other and Prime Landlord harmless from all damages, judgments, liabilities
and expenses (including attorneys' fees) arising from any claims or demands of
any broker, agent or finder with whom Sublessee or Sublessor has dealt for any
16
commission or fee alleged to be due in connection with its participation in the
procurement of Sublessee or the negotiation with Sublessee of this Sublease,
other than Cushman & Wakefield of Minnesota, Inc.
18. ESTOPPEL CERTIFICATE
--------------------
18.01 Each party shall from time to time, upon not less than ten (10)
days prior written request by the other, deliver a statement in writing
certifying, if such is the case, (1) this Sublease is unmodified and in full
force and effect or, if there have been modifications, that this Sublease, as
modified, is in full force and effect; (2) the Commencement Date and the
Expiration Date of the Term; (3) all work to be completed by Sublessee to the
Subleased Premises has been completed and if not, specifying what has not been
completed; (4) the amount of Base Rent then payable hereunder and the date to
which such rent has been paid; (5) the other party is not, to such party's
knowledge, in default under this Sublease or, if in default, a detailed
description of such default(s); and (6) such other information as Sublessee,
Sublessor or their respective mortgagee or third party may reasonably request.
Each party acknowledges that any statement delivered pursuant to this Section
may be relied upon by: (a) any purchaser or sublessee of the Premises or any
part thereof or any improvement thereon; (b) any holder of a mortgage (as
defined hereafter); and (c) any assignee of any mortgagee under any such
mortgage.
19. SIGNAGE. Subject to Prime Landlord's and Sublessor's prior written
-------
approval and provided said signage complies with the requirements set forth in
the Prime Lease and Exhibit E of the Prime Lease, Sublessee shall have the
right to place monument signage on the existing structure located on the
grounds of the Premises as well as signage above the entry door. Sublessor
shall provide Sublessee with an allowance of $5,000.00 in connection with such
signage.
20. NOTICES. All notices required or permitted to be given hereunder shall be
-------
in writing and shall be deemed given and delivered: (1) if by personal or
courier service delivery, on the date of such delivery; (2) if by mail, whether
or not received, three (3) business days after being deposited in the United
States Mail, postage prepaid and properly addressed, certified or registered
mail, return receipt requested; (3) if by recognized overnight mail,
air-express or courier service (or by telecopy if the addressed is not in the
United States), on the date of such delivery, at the following addressed: (1)
To Sublessee at the address specified in Section 1.01B or such other address as
Sublessee shall designate by written notice to Sublessor and a copy to Larkin,
Hoffman, Daly and Lindgren, Ltd., Attention: Thomas P. Stoltman, 1500 Norwest
Financial Center, 7900 Xerxes Avenue South, Bloomington, Minnesota 55431; and
(2) To Sublessor at the address specified in Subsection 1.01C, with a copy to
Holleb & Coff, 55 E.
17
Monroe Street, Suite 4100, Chicago, IL 60603, Attention: Allan S. Brilliant, or
at such other address(es) as Sublessor shall hereafter designate by written
notice to Sublessee.
21. MISCELLANEOUS.
-------------
21.01 ENTIRE AGREEMENT. This Sublease and the Exhibits attached hereto
----------------
contain the entire agreement between Sublessee and Sublessor concerning the
Subleased Premises and supersedes all other prior agreements, either oral or
written, except the Prime Lease. Sublessee acknowledges that neither Sublessor
nor its respective agents or employees have made any representations, warranties
or promises with respect to the Subleased Premises or the making or entry into
of this Sublease except as expressly set forth in this Sublease.
21.02 EXECUTION. This Sublease shall be of no force or effect unless
---------
and until executed and delivered by all parties hereto. No provision of this
Sublease may be amended except in writing signed by all parties hereto or their
successors. By execution hereof, Sublessee acknowledges that it has receive a
complete and correct copy of the Prime Lease.
21.03 BINDING EFFECT. This Sublease shall be binding upon and inure to
--------------
the benefit of Sublessee and Sublessor and their respective permitted legal
representatives, successors and assigns.
21.04 FORCE MAJEURE. Except as otherwise provided in the Prime Lease,
-------------
neither party shall be deemed to be in default with respect to any of the terms,
covenants and conditions of this Sublease on the part of such party to be
performed if the party whose performance is delayed fails to timely perform the
same and such failure is due in whole or in part to any strike, lockout, labor
trouble (whether legal or illegal), civil disorder, inability to procure
required materials, failure of power, restrictive governmental laws and
regulations, riots, insurrections, war, fuel shortages, accidents, casualties,
acts of God, acts caused directly or indirectly by the other party (or such
other party's agents or employees) or any other cause beyond the reasonable
control of the party whose performance is so delayed; provided, however, that
the time for performance shall in no event be extended due to financial or
economic problems of either party, their architects, contractors, agents or
employees. It shall be a condition of either party's right to claim an extension
of time under this Section that such party notify the other in writing within
ten (10) days after the occurrence of such cause, specifying the nature thereof
and the period of time contemplated or necessary for performance.
21.05 CAPTIONS. The Article and Section captions in this Sublease are
--------
inserted only as a matter of convenience and in no way
18
define, limit, construe, or describe the scope or intent of such Articles and
Sections.
21.06 DEFINITIONS. All capitalized terms not defined herein shall have
-----------
the meanings ascribed thereto in the Prime Lease.
21.07 APPLICABLE LAW. This Sublease shall be construed in accordance
--------------
with the laws of the State of Minnesota.
21.08 TIME. Time is of the essence of this Sublease with respect to the
----
performance of all monetary obligations hereunder.
21.09 PARTIAL INVALIDITY. Each term, covenant and condition of this
------------------
Sublease shall be valid and be enforced to the fullest extent permitted by law.
If any term, covenant, or condition of this Sublease or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Sublease, or the application of such term, covenant or
condition to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby.
21.10 TRIAL BY JURY. SUBLESSEE AND SUBLESSOR AGREE THAT THEY HEREBY
-------------
WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
OF THE PARTIES TO THIS SUBLEASE AGAINST THE OTHER ON ANY MATTERS WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SUBLEASE, THE RELATIONSHIP OF
SUBLESSEE AND SUBLESSOR, THE USE OR OCCUPANCY OF THE SUBLEASED PREMISES, AND/OR
ANY CLAIM OF INJURY OR DAMAGE, OR FOR THE ENFORCEMENT OF ANY REMEDY UPON ANY
STATUTE, EMERGENCY OR OTHERWISE.
21.11 CUSTOM AND USAGE; CONSTRUCTION. Failure of either party to
------------------------------
enforce its rights under any provision of this Sublease or any other agreement
between Sublessee and Sublessor shall not be construed as having created a
custom in any way or course of dealing of manner contrary to the specific terms,
provisions and covenants of this Sublease or as having in any manner modified
the same. If any term, covenant, condition or agreement of this Sublease is
capable of two or more constructions, one or more of which would render the
provision void, and the other or others of which would render the provision
valid, then the provision shall have the meaning or meanings which would render
it valid. Both parties have participated in the negotiation and preparation of
this Sublease with the assistance of competent legal counsel. Accordingly, this
Sublease shall not be construed for or against Sublessee or Sublessor, but this
Sublease shall be interpreted in accordance with the general tenor of the
language in an effort to reach the intended result.
21.12 RECORDING. Upon written request of either party, the parties
---------
shall execute and acknowledge a memorandum of this Sublease in form contained in
Exhibit "E" which shall be recorded at the
- -----------
19
expense of the party requesting such recording. Sublessor shall record no other
memorandum, affidavit or copy of this Sublease.
21.13 JURISDICTION. Sublessee hereby consents to the jurisdiction of
------------
either the District Court of Hennepin County, Minnesota, or the United States
District Court for Minnesota, in any action, suit or proceeding which Sublessor
may at any time wish to file in connection with this Sublease or any related
matter. Sublessee hereby agrees that an action, suit or proceeding to enforce
this Sublease shall be brought in any State or Federal Court in the State of
Minnesota and hereby waives any objection which Sublessee may have to the laying
of the venue of any such action, suite or proceeding in any such Court;
provided, however, that the provisions of this Section shall not be deemed to
preclude Sublessor from filing any such action, suit or proceeding in any other
appropriate forum.
21.14 ATTORNEYS' FEES. If any legal action, arbitration or other
---------------
proceeding is brought for the enforcement of this Sublease, or because of an
alleged dispute, breach, default, or misrepresentation in connection with any of
the provisions of this Sublease, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other expenses and costs
incurred in that action or proceeding, in addition to any other relief to which
it or they may be entitled. As used herein, the term "successfully or prevailing
party" shall be the party which by law is entitled to recover its costs of suit,
whether or not the action proceeds to final judgment. If the party which
instituted the suit shall dismiss as against the other party without the
concurrence of the other party, the nondismissing party shall be deemed the
successful or prevailing party.
21.15 CONSENT BY MORTGAGEE. This Sublease shall not become effective
--------------------
and Sublessee shall not take possession of the Subleased Premises until such
time as Prime Landlord's mortgagee, IDS Life Insurance Company, has consented
in writing, to the Sublease and entered into an agreement with Sublessee
providing for the Sublessee's continued possession of the Subleased Premises if
Sublessee is not in default under the Sublease and Sublessee's agreement to
attorn to such mortgagee.
20
21.16 COUNTERPARTS. This Agreement may be executed in multiple
------------
counterparts, both of which shall constitute one and the same instrument.
Additionally, this Agreement may contain more than one counterpart of the
signature page and this Agreement may be executed by affixing counterpart
signature page(s) containing the signatures of both of the parties hereto. All
of such counterpart signature pages shall be read as though one and they shall
have the same force and effect as though all of the signers had signed a single
signature page.
IN WITNESS WHEREOF, this Sublease has been executed as of the date set
forth above.
SUBLESSOR: SUBLESSEE:
1250895 ONTARIO LIMITED, NETCO COMMUNICATIONS CORPORATION,
an Ontario corporation a Minnesota corporation
By [SIGNATURE ILLEGIBLE] By______________________________
----------------------------
Its___________________________ Its_____________________________
Executed this ____ day of September, 1997, solely for the purposes described in
Section 4.01 of the Sublease:
GLOBELLE CORPORATION, an Ontario
corporation
By [SIGNATURE ILLEGIBLE]
------------------------------
Its_____________________________
21
21.16 COUNTERPARTS. This Agreement may be executed in multiple
------------
counterparts, both of which shall constitute one and the same instrument.
Additionally, this Agreement may contain more than one counterpart of the
signature page and this Agreement may be executed by affixing counterpart
signature page(s) containing the signatures of both of the parties hereto. All
of such counterpart signature pages shall be read as though one and they shall
have the same force and effect as though all of the signers had signed a single
signature page.
IN WITNESS WHEREOF, this Sublease has been executed as of the date set
forth above.
SUBLESSOR: SUBLESSEE:
1250895 ONTARIO LIMITED, NETCO COMMUNICATIONS CORPORATION,
an Ontario corporation a Minnesota corporation
By______________________________ By /s/ John Washburn
-----------------------------
Its_____________________________ Its Executive Vice President
-----------------------------
Executed this ____ day of September, 1997, solely for the purposes described in
Section 4.01 of the Sublease:
GLOBELLE CORPORATION, an Ontario
corporation
By______________________________
Its_____________________________
22
LEGAL DESCRIPTION
-----------------
6100 West 110th Street
Bloomington, MN
Block 1, Lot 2, Nesbitt Industrial Park 2nd Addition
EXHIBIT A