CB COMMERCIAL REAL ESTATE GROUP, INC. *a wholly owned subsidiary of Journal
BROKERAGE AND MANAGEMENT Communications, Inc., as joint and
LICENSED REAL ESTATE BROKER several co-tenants.
This Sublease, dated 11/12, 1996, is made between Journal Communications,
Inc., a Wisconsin corporation and Imperial Printing Company,*
("Sublessor"),** and Bell Microproducts, Inc., a California corporation
/ **SEE RIDER N0. 1 /
2. MASTER LEASE.
Sublessor is the lessee under a written lease dated December 22, 1995,
wherein DiNapoli, DiNapoli and Mulcahy Trust, a California qeneral
partnership ("Lessor")*** leased to Sublessor the real property located in
the City of San Jose, County of Santa Clara, State of California, described
as 2020 South Tenth Street, San Jose, California, containing approximately
141,520+/- square feet, single-story facility and connector building
("Master Premises"). Said lease has been amended by the following amendments
A Rider with eight (8) sections, Exhibit A, Exhibit B, Exhibit C, and
Disclosure of Special Studies, said lease and amendments are herein
collectively referred to as the "Master Lease" and are attached hereto as
/ ***SEE RIDER N0. 2 /
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease the following portion of the Master Premises
("Premises"): 2020 South Tenth Street, San Jose, California, containing
141,520+/- square feet, single-story facility and connector building as
shown in Exhibit B attached hereto and made a part hereof.
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. / SEE RIDER NO. 5 /
6.1 Minimum Rent. Sublessee shall pay to Sublessor as minimum rent, without
deduction, setoff, notice, or demand, at IPC Communication Services,
Inc. 2011 Senter Road, San Jose, California or at such other place as
Sublessor shall designate from time to time by notice to Sublessee.
/ SEE RIDER NO. 6.1 /
Sublessee shall pay to Sublessor upon execution of this Sublease the sum
of Seventy-Nine Thousand Five Hundred Eighty-Six and No/1OO*********
Dollars ($79,586.00********) as rent for February 1997. If the Term
begins or ends on a day other than the first or last day of a month, the
rent for the partial months shall be prorated on a per diem basis.
Additional provisions: / SEE RIDER NO. 6.2 /
6.2 Operating Costs. If the Master Lease requires Sublessor to pay to Lessor
all or a portion of the expenses of operating the building and/or
project of which the Premises are a part ("Operating Costs"), including
but not limited to taxes, utilities, or insurance, then Sublessee shall
pay to Sublessor as additional rent One Hundred percent (100%) of the
amounts payable by Sublessor for Operating Costs incurred during the
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 of 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
7. SECURITY DEPOSIT.
Sublessee shall deposit with Sublessor upon execution of this Sublease the
sum of Eighty Thousand and No/100*******************************************
Dollars ($80,000.00**********) as security for Sublessee's faithful
performance of Sublessee's obligations hereunder ("Security Deposit"). If
Sublessee fails to pay rent or other charges when due under this Sublease,
or fails to perform any of its other obligations hereunder, Sublessor may
use or apply all or any portion of the Security Deposit for the payment of
any rent or other amount then due hereunder and unpaid, for the payment of
any other sum for which Sublessor may become obligated by reason of
Sublessee's default or breach, or for any loss or damage sustained by
Sublessor as a result of Sublessee's default or breach. If Sublessor so uses
any portion of the Security Deposit, Sublessee shall, within ten (10) days
after written demand by Sublessor, restore the Security Deposit to the full
amount originally deposited, and Sublessee's failure to do so shall
constitute a default under this Sublease. Sublessor shall not be required to
keep the Security Deposit separate from its general accounts, and shall have
no obligation or liability for payment of interest on the Security Deposit.
In the event Sublessor assigns its interest in this Sublease, Sublessor
shall deliver to its assignee so much of the Security Deposit as is then
held by Sublessor.
/ SEE RIDER NO. 7 /
8. USE OF PREMISES.
The Premises shall be used and occupied only for office sales, research and
development, light assembly, light manufacturing and distribution of
electronic products and related legal uses, 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 (and the
consent of Lessor, if such is required under the terms of the Master Lease).
/ SEE RIDER NO. 9 /
10. OTHER PROVISIONS OF SUBLEASE.
Except as otherwise provided in RIDER NO. 10, 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 or Landlord thereunder, Sublessee
the lessee or Tenant thereunder, and the Premises the Master Premises,
except for the following:
Sections 1.03, 1.04, 1.05, 1.06, 1.08, 1.09, 1.10, 1.11, 1.12(a), 2.01,
2.02, 3.01, 3.03, 5.01. 13.02(c), 13.06; Article 14; Rider Paragraphs 1, 5,
6, 7, and 8 of the Rider to Lease Agreement.
Sublessee 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 the 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.
11. ATTORNEYS' FEES. / **SEE RIDER N0. 10A /
/ SEE RIDER 11 /
12. AGENCY DISCLOSURE:
Sublessor and Sublessee each warrant that they have dealt with no other real
estate broker in connection with this transaction except: CB COMMERCIAL REAL
ESTATE GROUP, INC., who represents Sublessor Journal Communications, Inc., a
Wisconsin corporation and Imperial Printing Company, a Michigan corporation
("Broker") and C0RNISH AND CAREY COMMERCIAL REAL ESTATE, who represents Bell
Microproducts, Inc., a California corporation.
In the event that CB COMMERCIAL REAL ESTATE GROUP, INC. represents both
Sublessor and Sublessee, Sublessor and Sublessee hereby confirm that they
were timely advised of the dual representation and that they consent to the
same, and that they do not expect said broker to disclose to either of them
the confidential information of the other party.
Upon execution of this Sublease, and consent thereto by Lessor (if such
consent is required under the terms of the Master Lease), Sublessor shall
pay Broker a real estate brokerage commission in accordance with Sublessor's
contract with Broker for the subleasing of the Premises, if any, and
otherwise in the amount of Two Hundred Sixty-Five Thousand and No/100 ******
******************** Dollars ($265,000.00********), for services rendered in
effecting this Sublease. Broker is hereby made a third party beneficiary of