UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended May 2, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-22834
SUCCESSORIES, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 36-3760230
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2520 Diehl Road
Aurora, Illinois 60504
(Address of principal executive offices) (Zip Code)
(630) 820-7200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Registrant had 6,765,121 shares of common stock, $.01 par value,
outstanding as of June 15, 1998.
<PAGE>
SUCCESSORIES, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page Number
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statement of Stockholders' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
INDEX TO EXHIBITS 16
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
SUCCESSORIES, INC.
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
May 2, January 31,
1998 1998
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $1,228,000 $1,751,000
Accounts and notes receivable, net 5,480,000 7,330,000
Inventories, net 11,159,000 9,749,000
Prepaid catalog expenses 1,376,000 1,439,000
Other prepaid expenses 1,448,000 1,307,000
Total current assets 20,691,000 21,576,000
Property and equipment, net 10,452,000 10,292,000
Notes receivable, net 218,000 292,000
Deferred financing costs 466,000 482,000
Deferred income taxes 5,339,000 5,339,000
Intangibles and other assets, net 2,557,000 2,600,000
TOTAL ASSETS $39,723,000 $40,581,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 5,461,000 $ 5,445,000
Accounts payable 5,552,000 4,629,000
Accrued expenses 1,081,000 1,160,000
Total current liabilities 12,094,000 11,234,000
Long-term debt 6,259,000 6,561,000
Total liabilities 18,353,000 17,795,000
Minority interest in subsidiaries 296,000 352,000
Stockholders' equity:
Common stock, $.01 par value; 20,000,000 shares
authorized; 6,765,121 and 6,762,520 shares issued
and outstanding, respectively 68,000 68,000
Common stock warrants 1,584,000 1,584,000
Notes receivable from officers (273,000) (273,000)
Additional paid-in capital 26,141,000 26,127,000
Accumulated deficit (6,374,000) (4,999,000)
Foreign currency translation adjustment (72,000) (73,000)
Total stockholders' equity 21,074,000 22,434,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $39,723,000 $40,581,000
</TABLE>
The accompanying notes are an integral part of these balance sheets.
<PAGE>
SUCCESSORIES, INC.
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
May 2, May 3,
1998 1997
<S> <C> <C>
Net product sales $12,261,000 $11,828,000
Cost of goods sold 5,177,000 5,001,000
Gross profit on product sales 7,084,000 6,827,000
Fees, royalties and other income 318,000 305,000
Gross margin 7,402,000 7,132,000
Operating expenses 8,410,000 7,885,000
Loss from operations (1,008,000) (753,000)
Other income (expense):
Interest expense (341,000) (344,000)
Minority interests in subsidiaries (36,000) (26,000)
Other, net 10,000 1,000
Total other expense (367,000) (369,000)
Loss before income tax benefits (1,375,000) (1,122,000)
Income tax benefits - -
Net loss $(1,375,000) $(1,122,000)
Loss per share:
Basic and diluted $ ( .20) $ ( .25)
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
SUCCESSORIES, INC.
Consolidated Statement Of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Additional Common Notes
Common Stock Paid-In Stock Receivable
Shares Amount Capital Warrants From Officers
<S> <C> <C> <C> <C> <C>
Balance,
January 31, 1998 6,762,520 $ 68,000 $26,127,000 $1,584,000 $(273,000)
Net loss for
the period
Foreign currency
translation
adjustment
Common stock transactions:
Sales of
common shares 2,601 14,000
Balance,
May 2, 1998 6,765,121 $ 68,000 $26,141,000 $1,584,000 $(273,000)
</TABLE>
<TABLE>
<CAPTION>
Foreign
Currency Total
Accumulated Translation Stockholders'
Deficit Adjustment Equity
<S> <C> <C> <C>
Balance,
January 31, 1998 $(4,999,000) $(73,000) $22,434,000
Net loss for
the period (1,375,000) (1,375,000)
Foreign currency
translation
adjustment 1,000 1,000
Common stock transactions:
Sales of
common shares 14,000
Balance,
May 2, 1998 $(6,374,000) $(72,000) $21,074,000
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
SUCCESSORIES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
May 2, May 3,
1998 1997
Cash flows from operating activities:
Net loss $(1,375,000) $(1,122,000)
Adjustments to reconcile net loss
to net cash provided by
(used in) operating activities:
Depreciation and amortization 674,000 461,000
Amortization of debt discount 31,000 187,000
(670,000) (474,000)
Changes in operating assets and liabilities:
Accounts and notes receivable 1,850,000 416,000
Inventories (1,410,000) (27,000)
Prepaid catalog expenses 63,000 699,000
Other prepaid expenses (235,000) (302,000)
Accounts payable 923,000 (557,000)
Accrued expenses (63,000) (89,000)
Other 25,000 (16,000)
Net cash provided by (used in)
operating activities 483,000 (350,000)
Cash flows from investing activities:
Purchases of property and equipment (703,000) (191,000)
Net cash used in investing activities (703,000) (191,000)
Cash flows from financing activities:
Proceeds from issuing common stock 14,000 9,000
Preferred stock dividends - (86,000)
Net borrowings (repayments)
on revolving credit loan (165,000) 100,000
Repayments of long-term debt (152,000) (359,000)
Net cash used in financing activities (303,000) (336,000)
Net decrease in cash (523,000) (877,000)
Cash and cash equivalents,
beginning of period 1,751,000 1,173,000
Cash and cash equivalents, end of period $ 1,228,000 $ 296,000
The accompanying notes are an integral part of these statements.
<PAGE>
SUCCESSORIES, INC.
Notes To Consolidated Financial Statements
(Unaudited)
NOTE 1. DESCRIPTION OF THE BUSINESS
Successories, Inc. (formerly Celex Group, Inc.) and its subsidiaries (the
"Company") design, manufacture and market proprietary and licensed products
for business, personal motivation and golf enthusiasts. The Company considers
itself a single line of business with products that are marketed primarily
under its Successories, Winners Collection and British Links trade names
through direct marketing (catalog, electronic commerce and telemarketing),
retail sales (Company-owned stores) and wholesale distribution (including
sales to franchisees). The Company operates a chain of Successories retail
stores located primarily in the United States. The Company also operates a
franchising program whereby it sells franchises to market the Company's
products under the Successories trademark.
NOTE 2. BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared, without
audit, in accordance with generally accepted accounting principles for interim
financial information and in conjunction with the rules and regulations of
the Securities and Exchange Commission. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring matters)
considered necessary for a fair presentation have been included.
The Company's fiscal year ends on the Saturday closest to January 31.
References to the three months ended May 2, 1998 and May 3, 1997 refer to
the thirteen weeks ended on the date indicated.
The results of operations for the three months ended May 2, 1998 are not
necessarily indicative of the results to be expected for the full year.
These financial statements should be read in conjunction with the Company's
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998.
NOTE 3. NEW ACCOUNTING PRONOUNCEMENT
Effective February 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," which
establishes standards for reporting comprehensive income and its components.
Comprehensive income represents the change in equity during a period from
transactions and other events from nonowner sources. Comprehensive income
consists of the following:
<TABLE>
<CAPTION>
Three Months Ended
May 2, May 3,
1998 1997
<S> <C> <C>
Net loss $ (1,375,000) $ (1,122,000)
Foreign currency translation adjustment 1,000 (39,000)
Comprehensive loss $ (1,374,000) $ (1,161,000)
</TABLE>
The adoption of this statement does not impact the Company's financial position,
results of operations or cash flows.
<PAGE>
NOTE 4. INVENTORIES
Inventories are comprised of the following:
<TABLE>
<CAPTIOM>
May 2, January 31,
1998 1998
<S> <C> <C>
Finished goods $ 7,905,000 $ 6,690,000
Raw materials 3,382,000 3,187,000
11,287,000 9,877,000
Less reserve for obsolescence (128,000) (128,000)
$ 11,159,000 $ 9,749,000
</TABLE>
NOTE 5. DEBT
Debt consists of the following:
<TABLE>
<CAPTION>
May 2, January 31,
1998 1998
<S> <C> <C>
Bank borrowings:
Term loan net of debt discount of
$382,000 and $401,000 $ 6,743,000 $ 6,849,000
Revolving credit loan 4,282,000 4,447,000
Fixed rate loan, net of debt discount
of $234,000 and $246,000 266,000 254,000
Subordinated note to former owners of
British Links Golf Classics, Inc. 155,000 155,000
Capital lease obligations 274,000 301,000
11,720,000 12,006,000
Less current portion (5,461,000) (5,445,000)
Long-term debt $ 6,259,000 $ 6,561,000
On June 20, 1997, the Company entered into a new credit facility with a bank.
The facility replaced an existing credit agreement that would have expired
on May 1, 1998. The new facility is comprised of a $7.5 million term loan
and a revolving credit loan that provides for maximum borrowings of $6
million from January through June and $9 million from July through December.
Borrowings under the revolving credit loan are limited to 85% of eligible
receivables plus 50% of eligible inventory, as defined, provided that from
February through April borrowings against eligible inventory are limited to
$3 million. A commitment fee of .5% is payable on the daily unused amount
of the maximum revolving credit commitment. The facility expires in June
2003 and borrowings under the facility are secured by substantially all the
assets of the Company. The interest rates on the term loan and revolving
credit loan borrowings fluctuate based on the margin ratio, as defined, to
no higher than prime plus 1.25% and .75%, respectively. The term loan is
payable in quarterly installments of $125,000 through June 1, 1998, $312,500
from September 1, 1998 through June 1, 2000, and $375,000 thereafter.
Prepayments on the loans are required in certain cases including, among
others, equity offerings and asset dispositions. Further, the Company must
annually prepay the loans in an amount equal to 60% of excess cash flow, as
defined. As of May 2, 1998, available borrowings on the revolving credit
loan were $1,718,000. Warrants for 150,000 shares of the Company's common
stock were issued to the bank as part of this agreement. These warrants
were issued at exercise prices ranging from $6.19 to $9.73.
In July 1997, the agreement for the credit facility was amended to include
an additional $500,000 fixed rate loan for the purpose of redeeming a
portion of the Series B cumulative convertible preferred stock. The loan
bears interest at 12% and is due in June 2003. Warrants for an additional
72,464 shares were issued to the bank in connection with this amendment at
an exercise price of $6.90.
The credit facility agreement contains, among other provisions, requirements
for maintaining certain earnings levels and financial ratios, limits on
capital expenditures and additional indebtedness, and restrictions on the
payment of dividends. On May 14, 1998, the agreement was amended to waive
the earnings before interest, taxes, depreciation and amortization ("EBITDA")
and interest coverage ratio covenants for the year ended January 31, 1998,
and adjust certain other covenants. The amended agreement requires that (i)
EBITDA, which is based on a rolling four quarter period, may not be less
than $4 million for the four quarters ended May 2, 1998, and increases each
subsequent quarter to $6.8 million for the four quarters ended February 3,
2001 and each quarter thereafter and (ii) the interest coverage ratio, as
defined, may not be less than 3.0 to 1.0 from May 2, 1998 through October 31,
1998, 4.0 to 1.0 at January 30, 1999, 4.5 to 1.0 at May 1, 1999 and July 31,
1999, and 5.0 to 1.0 thereafter. Further, in conjunction with the amendment,
the exercise prices of the 222,464 warrants previously issued to the bank
were reduced to $5.85 and the expiration dates were extended one year. At
May 2, 1998, the Company was in compliance with all provisions and
covenants of the credit facility agreement.
In connection with the acquisition of British Links Golf Classics, Inc., the
Company originally issued subordinated promissory notes aggregating $400,000.
The final settlement of the acquisition reduced the amount due on the
subordinated notes to $355,000. The notes are payable in three installments:
$100,000 was paid on May 1, 1997 and September 20, 1997, and the remaining
$155,000 is due on September 20, 1998. Interest is payable at the prime rate.
The stock options and warrants issued in conjunction with the new credit
facility and certain other financing transactions were assigned a fair value
using the Black-Scholes option pricing model. The fair value of the options
and warrants have been reflected as a discount on the debt and are being
amortized as interest expense over the terms of the related debt. Interest
expense related to these stock options and warrants amounted to $31,000 and
$187,000 for the three months ended May 2, 1998 and May 3, 1997, respectively.
The weighted average interest rate on borrowings outstanding as of May 2,
1998 and January 31, 1998 was 9.6%.
NOTE 6. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosures to the statements of cash flows are as follows:
Three Months Ended
May 2, May 3,
1998 1997
Cash paid during the period for:
Income taxes $ 19,000 $ 10,000
Interest 294,000 189,000
NOTE 7. EARNINGS (LOSS) PER SHARE
Effective January 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings Per Share." The computations of
basic and diluted loss per share are as follows:
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended
May 2, May 3,
1998 1997
<S> <C> <C>
Basic and diluted loss per share:
Net loss $ (1,375,000) $ (1,122,000)
Preferred stock dividends and accretion - (330,000)
Loss available to common stockholders $ (1,375,000) $ (1,452,000)
Weighted-average shares 6,763,473 5,704,380
Basic and diluted loss per share $ ( .20) $ ( .25)
</TABLE)
The diluted computations did not assume the exercise of stock options and
warrants, nor the conversion of preferred stock due to their antidilutive
effect on the loss per share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified
in its entirety by, the consolidated financial statements and notes thereto
included elsewhere in this Report.
Successories, Inc. ("Successories" or the "Company") is a direct mail catalog
company, specialty retailer and wholesaler that designs, assembles and markets
a diverse range of motivational and self-improvement products, many of which
are the Company's own proprietary designs. The Company's products include
distinctive lines of wall decor, desktop art, books, audio tapes,
personalized gifts and awards, greeting cards and mugs. In addition, the
Company sells other motivational products supplied by third parties. In-
house designers create proprietary art work and designs that can be used in
conjunction with a wide variety of products. The Company will also customize
its products to fulfill customers' special needs.
The Company's products are marketed primarily under its Successories and
Winners Collection trade names through direct marketing (catalog, electronic
commerce and telemarketing), retail sales (Company-owned stores), and
wholesale distribution (including sales to franchisees). In October 1996,
the Company acquired the stock of British Links Golf Classics, Inc., a
catalog company selling golf-related gifts, art, wall decor and other
collectibles. In November 1997, the Company executed a license agreement
with The New York Times Company Magazine Group, Inc. to use the names Golf
Digest and The Golf Company from Golf Digest in connection with development
of retail locations and a direct mail catalog featuring golf-related wall
decor, gifts and other collectibles. The Company intends to expand upon
the line of proprietary products acquired in the British Links transaction
by the development and expansion of The Golf Company from Golf Digest
catalog and retail stores.
Although the Company utilizes multiple distribution channels for its products,
the Company's products have similar purposes and uses in each channel of
distribution and similar opportunities for growth. The profitability varies
among products and distribution channels. The Company utilizes its
facilities interchangeably for each distribution channel. Furthermore, the
marketing channels are directed at a single customer base located primarily in
the United States.
For the three months ended May 2, 1998 and May 3, 1997, direct marketing,
retail and wholesale distribution accounted for the following percentages of
the Company's net product sales:
Three Months Ended
May 2, May 3,
1998 1997
Direct marketing 60% 57%
Retail 27% 30%
Wholesale distribution* 13% 13%
*Includes sales to franchisees
The gross profit margins for retail sales attributable to Company-owned stores
are slightly lower than for direct marketing due to more non-proprietary
products being sold in the retail stores. The gross profit margin for
wholesale distribution sales, including sales to franchisees, is lower
since these sales are generally made at a significant discount from retail
price.
RESULTS OF OPERATION
Three Months Ended May 2, 1998, Compared To Three Months Ended May 3, 1997
Net product sales for the quarter ended May 2, 1998 increased 3.7% to
$12,261,000, compared to $11,828,000 for the quarter ended May 3, 1997.
The $433,000 increase is comprised of a direct marketing sales increase of
$752,000, or 11.3%, while wholesale sales decreased $17,000, or 1.1%, and
retail sales decreased $302,000, or 8.3%.
The increase in direct marketing sales is attributable to improved
productivity in the Company's corporate sales telemarketing program. The
decrease in retail sales is primarily due to planned store closings since
last year. At May 2, 1998, the Company owned and operated 40 retail
locations, compared to 46 at May 3, 1997. Same store retail sales for the
quarter ended May 2, 1998 increased by 2.5%, as compared to the same quarter
of the prior year.
Cost of goods sold, as a percentage of net product sales, was 42.2% for the
quarter ended May 2, 1998, which was approximately the same percentage for
quarter ended May 3, 1997.
Operating expenses for the quarter were 68.6% of net product sales, as compared
to 66.7% for the comparable quarter of the previous year. The increase in
operating expenses is primarily due to the recognition of start-up expenses
for new direct marketing catalogs in the European market and in the golf
segment.
Interest expense for the quarter totaled $341,000, which was approximately
equal to the expense for the comparable quarter of the prior year.
Included in interest was the amortization of the debt discount associated
with the value of stock options and warrants issued to certain lenders.
This non-cash interest amounted to $31,000 and $187,000 for the quarters
ended May 2, 1998 and May 3, 1997, respectively.
The net loss of $1,375,000 for the quarter of ended May 2, 1998 was greater than
the net loss of $1,122,000 for the quarter ended May 3, 1997 primarily due
to the increase in operating expenses discussed above. As a percentage of
net product sales, the net loss increased to 11.2% for the quarter ended May 2,
1998, as compared to a net loss of 9.5% for the quarter ended May 3, 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's ongoing cash requirements are for working capital, capital
expenditures and debt service. The Company expects to rely on cash generated
from operations, supplemented by the Company's revolving credit loan, to fund
its principal cash requirements.
The Company's operating activities provided cash of $483,000 for the quarter
ended May 2, 1998, compared to net cash used in operations of $350,000 for
the quarter ended May 3, 1997. The increase in cash provided by operations
was primarily due to the net effect of the following factors: the net loss for
the quarter was $1,375,000, compared to a loss of $1,122,000 for the comparable
quarter last year; accounts and notes receivable decreased by $1,850,000 and
thus increased the cash available for operations this quarter, compared to a
decrease of $416,000 last year; inventories increased by $1,410,000 this
quarter, thus decreasing cash available for operations, compared to an
increase of $27,000 last year; prepaid catalog expenses decreased by $63,000
this quarter, compared to a decrease of $699,000 last year; and accounts
payable increased by $923,000 this quarter, compared to a decrease of
$557,000 last year.
The decrease in accounts and notes receivable this quarter primarily reflects
the return of approximately $810,000 of excess merchandise from a wholesale
customer in accordance with their agreement, combined with improved
collections this quarter after a delay in billings in the previous quarter due
to a system conversion. The gross profit associated with these returns was
reserved at January 31, 1998. The increase in inventories is also caused in
part by this return of merchandise from a wholesale customer; other causes
include increases in inventory to support the testing of new direct marketing
catalogs for the European market and the golf segment.
Investing activities utilized cash of $703,000 for the quarter ended May 2,
1998, compared to $191,000 for the quarter ended May 3, 1997. Capital
expenditures were the principal use of cash. The Company installed new
point-of-sale computer systems for all of its Company-owned retail locations
during the quarter ended May 2, 1998. The new systems cost approximately
$500,000. Additionally, the Company expects moderate growth in the number of
retail stores in fiscal 1998. The Company's credit facility limits capital
expenditures to $2 million for fiscal 1998 and $1 million for each fiscal
year thereafter.
The new order entry, inventory control, manufacturing, fulfillment, financial
and point-of-sale systems are all Year 2000 compatible. The Company is
currently reviewing its other systems to determine if there are any Year 2000
issues. The Year 2000 problem is the result of computer programs being written
using two digits, rather than four, to define the applicable year. Any of
the Company's programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the Year 2000, which could result in
miscalculations or system failures. The cost of addressing potential Year
2000 problems are not currently expected to have a material impact on the
Company's consolidated financial position or results of operations.
Net cash used in financing activities was $303,000 for the quarter ended
May 3, 1998, compared to $336,000 for the comparable quarter of the prior
year. Financing activities are primarily comprised of revolving credit loan
activity and scheduled repayments of long-term debt.
At May 2, 1998, available borrowings on the revolving credit loan were
$1,718,000. The Company believes that internally generated funds and the
credit facility will be sufficient to meet its current operating needs and
fund anticipated capital expenditures for fiscal year ended January 30, 1999.
SEASONALITY
The Company generally experiences peak sales in the fourth quarter of its
fiscal year (November through January) due to the holiday season, and its
lowest sales levels in its first and second fiscal quarters (February
through July). The effects of seasonality are greater in the Company's
retail operations than in its direct marketing operations. Most operating
expenses are incurred evenly throughout the year, although some selling and
administrative expenses are variable with sales. The Company's quarterly
operating results may also vary depending upon such factors as the
opening of new stores, new catalog mailings, and the timing of new product
introductions by the Company. The Company's cash requirements generally
reach a seasonal peak in October to finance increased inventory levels
needed to meet third and fourth quarter sales demand.
INFLATION
The Company does not believe that inflation has had a material impact on
its operations.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
forward-looking statements may be deemed to include, among other things,
statements relating to anticipated financial performance, the new management
team, management's long-term performance goals, programs to reduce the
Company's costs and enhance asset utilization, efficiencies realized from
new systems, the potential realization of benefits from net operating loss
carryforwards prior to their expiration, the Company's generation of funds
sufficient to meet its current operating needs and to fund anticipated capital
expenditures, as well as statements relating to the Company's operational
and growth strategies. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be accurate, and actual
results could differ materially from those addressed in forward-looking
statements contained in this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings against the Company. The
Company is, however, involved in routine litigation arising in the ordinary
course of its business and, while the results of the proceedings cannot be
predicted with certainty, the Company believes that the final outcome of
such matters will not have a materially adverse effect on the Company's
consolidated financial position or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Index to Exhibits immediately following the Signatures page.
(b) No reports on Form 8-K have been filed during the three months ended
May 2, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUCCESSORIES, INC.
(Registrant)
Date: June 22, 1998 By: /s/ James M. Beltrame
James M. Beltrame
President and Chief Executive Officer
(Principal Executive Officer)
Date: June 22, 1998 By: /s/ Steven D. Kuptsis
Steven D. Kuptsis
Senior Vice President, Administration and
Chief Financial Officer
(Principal Financial Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
3.1 Articles of Incorporation of Registrant (1)
3.2 Articles of Amendment to the Company's Articles of
Incorporation changing the Company's name to
Successories, Inc. (2)
3.3 Certificate of Designation creating the Company's Series A
Cumulative Convertible Preferred Stock (2)
3.4 Certificate of Designation creating the Company's Series B
Cumulative Convertible Preferred Stock (2)
3.5 By-laws of Registrant (1)
4.1 Specimen Common Stock Certificate (1)
4.2 Specimen Series A Cumulative Convertible Preferred Stock
Certificate (2)
4.3 Specimen Series B Cumulative Convertible Preferred Stock
Certificate (2)
10.1 Form of Franchising Agreement (3)
10.4 Credit Agreement and Guaranty between the Company and NBD Bank (5)
10.5 First Forbearance Agreement between the Company and NBD Bank (6)
10.6 Amended and Restated Credit Agreement between the Company and NBD
Bank dated as of July 31, 1995 (7)
10.7 Lease Agreements between LaSalle National Trust Bank as Trustee
under Trust No. 107739 and Celebrating Excellence (4)
10.8 Stock Option Instrument for Arnold M. Anderson dated November 19,
1991 (1)
10.9 Celex Group, Inc. Stock Option Plan (1)
10.10 Joint Venture Agreement with Morrison DFW, Inc. and
related documents (4)
10.11 Indemnification Agreement dated May 26, 1995 between the
Company and Arnold M. Anderson (7)
Indemnification Agreements in the form filed were also entered
into by the Messrs. James M. Beltrame, Seamas T. Coyle,
Timothy C. Dillon, C. Joseph LaBonte, Steven B. Larrick,
Michael H. McKee, Mervyn C. Phillips, Jr., Michael Singletary,
Guy E. Snyder and Peter C. Walts
10.12 First Amendment to the Credit Agreement between the Company and NBD
Bank dated as of September 25, 1995 (8)
10.13 Second Amendment to the Credit Agreement between the Company and NBD
Bank dated as of February 7, 1996 (9)
10.14 Form of Subordinated Note, Common Stock Purchase Warrant and
Subordination Agreement relating to issuance of $1,500,000
Subordinated Notes and Warrants to purchase 120,000 shares of the
Company's Common Stock (9)
10.15 Common Stock Option Agreement granted to Arnold M. Anderson and
Incentive Stock Option Agreement granted to Arnold M. Anderson (9)
10.16 Common Stock Option Agreement granted to James M. Beltrame and
Incentive Stock Option Agreement granted to James M. Beltrame (9)
10.17 Third Amendment to the Credit Agreement between the Company and NBD
Bank dated as of May 2, 1996 (9)
10.18 Employment Agreement with Arnold M. Anderson dated March 1, 1996 (10)
10.19 Employment Agreement with James M. Beltrame dated June 1, 1996 (10)
10.20 Employment Agreement with Michael H. McKee dated June 1, 1996 (10)
10.21 Common Stock Option Agreement granted to James M. Beltrame dated
June 17, 1996 (10)
10.22 Agreement and Plan of Merger among Successories, Inc., British Links
Acquisition Corp., British Links Golf Classics, Inc., David J. Houston
and Michael McArthur dated October 1, 1996 (11)
10.23 Regulations S Securities Subscription Agreement between Successories,
Inc. and Seacrest Capital Limited and Farring Capital Limited dated
September 16, 1996 (2)
10.24 Registration Rights Agreement dated as of December 17, 1996, by
and among Successories, Inc., Infinity Investors Limited and
Seacrest Capital Limited (2)
10.25 Form of Subordinated Note Extensions, Stock Options and
Subordination Agreement relating to the extension of $1,250,000 of
Subordinated Notes, and options to purchase 125,000 shares of the
Company's Common Stock (2)
10.26 Fourth Amendment to the Credit Agreement between the Company and
American National Bank & Trust Company of Chicago dated as of
December 16, 1996 (12)
10.27 Fifth Amendment to the Credit Agreement between the Company and
American National Bank & Trust Company of Chicago dated as of
December 17, 1996 (12)
10.28 Sixth Amendment to the Credit Agreement between the Company and
American National Bank & Trust Company of Chicago dated as of
January 30, 1997 (12)
10.29 Credit Agreement between the Company and The Provident Bank dated
as of June 20, 1997 (13)
10.30 First Amendment to Credit Agreement between the Company and The
Provident Bank dated as of July 16, 1997 (13)
10.31 Lease Agreement between LaSalle National Trust, N.A. as Trustee
under Trust No. 120358 and Celex, Group, Inc. (filed herewith)
10.32 Second Amendment to Credit Agreement between the Company and the
Provident Bank dated as of May 14, 1998 (filed herewith)
21.1 Subsidiaries (4)
27.1 Financial Data Schedule (filed herewith)
_____________________________
(1) Previously filed with Registration Statement on Form SB-2, No. 33-76530C
filed on August 17, 1993, and incorporated herein by reference.
(2) Previously filed with Registration Statement of Form S-3, No. 333-19313,
and incorporated herein by reference.
(3) Previously filed with Post-effective Amendment Number 1 to the
Registration Statement of Form SB-2, No. 33-67530C filed on January 19,
1994, and incorporated herein by reference.
(4) Previously filed with the Annual Report on Form 10-K for the year ended
April 30, 1994 and incorporated herein by reference.
(5) Previously filed with the Company's Form 10-Q/A-1 for the quarter ended
July 31, 1995 and incorporated herein by reference.
(6) Previously filed with the Company's Form 8-K on June 7, 1995, reporting
Date of Event May 26, 1995, and incorporated herein by reference.
(7) Previously filed with the Annual Report on Form 10-K for the year ended
April 30, 1995, and incorporated herein by reference.
(8) Previously filed with the Company's Form 10-Q for the quarter ended
October 28, 1995, and incorporated herein by reference.
(9) Previously filed with the Company's Annual Report on Form 10-K for the
year ended February 3, 1996, and incorporated herein by reference.
(10) Previously filed with the Company's Form 10-Q for the quarter ended
August 3, 1996 and incorporated herein by reference.
(11) Previously filed with the Company's Form 10-Q for the quarter ended
November 2, 1996 and incorporated herein by reference.
(12) Previously filed with the Company's Annual Report on Form 10-K for the
year ended February 1, 1997, and incorporated herein by reference.
(13) Previously filed with the Company's Form 10-Q for the quarter ended
August 2, 1997, and incorporated herein by reference.
19
</TABLE>
INDUSTRIAL BUILDING LEASE
BETWEEN
LASALLE NATIONAL TRUST, N.A.
AS TRUSTEE UNDER TRUST NUMBER 120358, LESSOR
and
CELEX GROUP, INC., LESSEE
DATED: July 8, 1996
INDEX TO COVENANTS AND CONDITIONS
OF
INDUSTRIAL BUILDING LEASE
Page
I. Description of Leased Premises and Term
l
II. Signature Page
2
Paragraph
1. Term
3
2. Base Rent
3
3. Use
4
4. Condition and Upkeep of Lease Premises 5
5. Possession
8
6. Warranties; Lessor's Completion 8
7. Parking Area
9
8. Taxes and Utility Charges 9
9. Alterations and Additions 10
10. Casualty 10
11. Insurance
11
12. Holding Over
12
13. Reserves and Security 13
14. Protest and Claim
14
15. Real Estate Litigation
15
16. Lien Litigation
16
17. Condemnation 17
i
Paragraph
Page
18. Warranty of Quiet Enjoyment 17
19. Indemnification
18
20. Assignment or Subletting
19
21. Defaults and Remedies
20
22. Lessor's Lien
21
23. Abandonment or Reletting 21
24. Subordination of Interest 21
25. Signs
22
26. Estoppel Certificate 22
27. Access
22
28. Construction of Improvements 23
29. Notices
26
30. Renewal Options 26
31. Acquisition of Land 27
32. Expansion and Occupancy During Expansion 28
33. Warrant of Authority 29
34. Governing Law
29
35. Amendments
29
36. Recordation
29
37. Lessor's Title
30
38. Captions
30
ii.
Paragraph
Page
39. Brokerage
30
40. Limitation of Lessor's Liability 30
41. Invalidity of Particular Provisions 31
42. Financial Statements
31
43. Exculpatory Clause
31
44. Obligations for 3810 Stem Lease 31
45. Temporary Space
32
ATTACHMENTS
Exhibit A
Exhibit B
Exhibit B-1
Exhibit C
iii.
INDUSTRIAL BUILDING LEASE
LESSOR LESSEE
LaSalle National Trust, N.A. Celex Group, Inc.
as Trustee under Trust dated 919 Springer Drive
July 3, 1996, and known as Lombard, Illinois 60148
Trust No. 120358
135 S. LaSalle Street
Chicago, Illinois 60603
LEASED PREMISES
In consideration of the rents and covenants herein stipulated to be paid
and
performed, and upon the terms and conditions hereinafter specified, Lessor
hereby
demises and leases to Lessee, and Lessee hereby demises and leases from Lessor,
for the respective term hereinafter described, the entire Building to be
constructed
and the property located at Lots 5 and 19, White Oak Business Park, Aurora,
Illinois and legally described in Exhibit A attached hereto, which lots consist
of
approximately eight (8) acres, as depicted on the Site Plan prepared by Harris
Architects, dated June 19, 1996 (attached hereto as Exhibit B). The real estate
legally described and the building and any other improvements located thereon
are sometimes referred to herein as the "Leased Premises", which is commonly
referred to as: __________________________________ Aurora, Illinois,
consisting of a building to be constructed of approximately 130,000 square
feet,as described on the Site Plan, attached hereto and made a part hereof
as Exhibit B.
This is a net Lease for an initial term of twelve (12) years and no months
commencing at 12:01 a.m., on the later of (i) the first day of April , 1997, or
(ii)
the date that the Leased Premises are "Substantially Completed" (as provided
herein) and are ready for occupancy, which shall be herein referred to as
"Commencement Date".
The Leased Premises are demised and leased subject to the terms and
conditions contained in the LEASE COVENANTS AND CONDITIONS
consisting of 32 pages numbered 3-32 and Lease Exhibits A, B, B-l and C,
attached hereto.
IN WITNESS WHEREOF, Lessor and Lessee have for themselves, their
successors and assigns, executed this Lease on the 3rd day of July, 1996,
(incorporating therein all of the terms and conditions contained in said LEASE
COVENANTS AND CONDITIONS) by the officers of the respective parties
pursuant to Corporate authority first had and obtained. (Executed in
quadruplicate.)
LESSOR LESSEE
LaSalle National Trust, N.A. Celex Group, Inc.
as Trustee under Trust dated 919 Springer Drive
July 3, 1996 and known as Lombard, Illinois 60148
Trust No. 120358 and not personally
135 S. LaSalle Street
Chicago, Illinois 60603
By: By: /s/ James M. Beltrame
Title: Vice President Title: President
Attest: Attest:
/s/ Timothy C. Dillon
Secretary
Secretary
LEASE COVENANTS AND CONDITIONS
DATE OF LEASE TERM SECURITY
DEPOSIT
July 8, 1996 Twelve (12) Years $175,500 (See
Paragraph 13.
herein)
1. TERM. Subject to the terms, covenants, agreements and
conditions contained herein, Lessee shall have and hold the Leased Premises for
a
term of twelve (12) years commencing on the later of (i) the 1st day of April,
1997, or (ii) the date the Leased Premises, have been "Substantially Completed"
and are ready for occupancy as provided herein ("Commencement Date").
If the effective date of this Lease shall be a day other than the
first
day of a calendar month, then the term of this Lease shall be deemed extended
by
the number of days between the effective date of this Lease and the first day of
the first calendar month following the effective date of this Lease, so that
the term of this Lease shall expire Twelve (12) years after such first day of
the first
calendar month following the effective date of this Lease. In such case, the
Lessee shall pay pro-rata rent, in advance, for the period from the effective
date of
this Lease to the first day of the following calendar month. On and after the
first
day of such following calendar month, the Lessee shall pay the rent provided in
this Lease.
2. BASE RENT. Lessee covenants to pay to Lessor, during the term
of this Lease, in equal monthly installments on or before the first day of each
month in advance, and without any deductions or set off whatsoever, except as
otherwise expressly provided herein, and to pay the same to Lessor, c/o Thomas
D. Grusecki, 5060 River Road, Schiller Park, Illinois, 60176 or at such other
place
or to such other person as Lessor or his agent may designate to Lessee in
writing,
in lawful money of the United States of America.
Payments shall be as follows:
<TABLE>
<CAPTION>
Years Annual Payments Monthly
Payments
<S> <C> <C>
April 1, 1997 - March 31, 1998 $ 702,000.00 $ 58,500.00
April 1, 1998 - March 31, 1999 702,000.00 58,500.00
April 1, 1999 - March 31, 2000 702,000.00 58,500.00
April 1, 2000 - March 31, 2001 741,000.00 61,750.00
April 1, 2001 - March 31, 2002 759,200.00 63,266.66
April 1, 2002 - March 31, 2003 777,400.00 64,783.33
April 1, 2003 - March 31, 2004 796,900.00 66,408.33
April 1, 2004 - March 31, 2005 817,700.00 68,141.66
April 1, 2005 - March 31, 2006 837,200.00 69,766.66
April 1, 2006 - March 31, 2007 858,000.00 71,500.00
April 1, 2007 - March 31, 2008 880,100.00 73,341.66
April 1, 2008 - March 31, 2009 902,200.00 75,183.33
</TABLE>
This covenant to pay rent shall be independent of all other covenants in
this Lease, Notwithstanding the foregoing, Lessee's obligation to pay rent
shall commence July 1, 1997, and the Base Rent for April, May and June of
1997 shall be abated.
3. USE. The Leased Premises shall be used by Lessee exclusively for
the following purposes: office, warehouse and light industrial purposes
and for uses incidental or related thereto.
Lessee shall not:
(dd) commit, suffer or permit waste or damage to the Leased Premises,
ordinary wear and tear excepted, or deface or permit the
defacement of any part thereof;
(dd) permit the accumulation of waste or refuse on or about the Leased
Premises;
(dd) overload the floors of buildings on the Leased Premises;
(dd) cause any lien to attach against the Leased Premises;
(dd) suffer or commit any act in or about the Leased Premises which
will increase the rate of insurance thereon;
(dd) suffer or commit any act that may send to or actually injure the
good reputation of Lessor and the Leased Premises;
(dd) keep or use on the Leased Premises any inflammable or explosive
materials or liquid except as may be necessary for use in the
business of the Lessee, and in such case such substances shall be
delivered, and stored in amount and used subject to normal and
reasonable standards of care by Lessee;
(dd) permit hazardous materials (as hereinafter defined) to be
generated, released, stored, buried or deposited over, beneath, in or
on the Leased Premises from any source whatsoever. In addition
no hazardous materials will be generated, stored, buried or
deposited over, beneath, in or on any adjacent real estate or in any
structure located thereon. For purposes of this Industrial Building
Lease, hazardous materials shall mean and include any hazardous,
toxic or dangerous waste, substance or material defined as such in
or for purposes of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 USC Section 9601 et
seq.), the Resource Conservation and Recovery Act (42 USC
Section 6903 et seq.), or any other federal, state, or local statute,
law, ordinance code, rule regulation, order or decree relating to or
imposing liability or standards of conduct concerning any
hazardous, toxic or dangerous waste, substance or material that is
now or at any time hereafter in effect.
Lessee shall be liable to Lessor for all direct and consequential damages
resulting from violation of any provision of this paragraph 3.
Lessee represents that the only types and kinds of materials to be
warehoused in the Leased Premises and the hazardous materials generated by
Lessee all in accordance with applicable Codes are as set forth on Exhibit C
attached hereto and made a part hereof. The Lessee represents the true and
correct fire class of each type of warehoused material and the classification
of materials generated is set forth on Exhibit C.
4. CONDITION AND UPKEEP OF LEASED PREMISES. No
representations, except as are contained herein, have been made to Lessee
respecting the condition of the Leased Premises. Lessee's use and occupancy
shall comply with all applicable laws, ordinances and regulations which relate
to
the Leased Premises.
Lessee's taking possession of the Leased Premises (as per paragraph 28
below shall be conclusive evidence that the Leased Premises were Substantially
Completed (as that term is defined in paragraph 28 below) and in good order and
repair when Lessee took possession, except for those items, if any, needing to
be
repaired or completed ("Punch List Items") and detailed in a written punch list
executed by Lessor and Lessee ("Punch List") prior to delivery of possession to
Lessee; provided, however, that nothing contained in the foregoing provisions
of this paragraph or elsewhere in this Lease shall be deemed or construed to
limit or otherwise adversely affect Lessee's right as against Northern
Builders, Inc. ("Northern Builders"), Lessor's general contractor for
purposes of constructing the Improvements (as that term is hereinafter
defined), or any other contractor or subcontractor employed by Northern
Builders in the construction of the Leased Premises on account of latent
defects or other defects covered by the separate warranty included in the
Construction Completion and Warranty Agreement delivered by Northern Builders
to Lessee concurrently herewith ("Construction Agreement") or delivered by
any other contractor or subcontractor in connection with the construction.
Lessee shall, at its cost and expense, keep the Leased Premises, including
the roof (except as otherwise provided in paragraph 28 below), walls,
structural parts and parking areas, properly maintained and in good
repair, including, but not limited to, painting when necessary all interior and
exterior items including but not limited to partitioning, trim, sashes, frames
and metal items; replacing all broken glass with glass of the same size and
quality; and replacing when necessary mechanical components and systems in
and about the Leased Premises; and will keep the Leased Premises in good
repair and in a clean and healthful condition according to all applicable
laws and ordinances at the direction of proper public officers, during the
term of this Lease at Lessee's
expense; and will remove snow and ice from the roof of the Leased Premises
without injury thereto, from the parking areas included in this Lease, and from
the
sidewalks abutting the Leased Premises and upon termination of this Lease, in
any way, will yield up the Leased Premises to Lessor in good condition and
repair
except for ordinary wear and obsolescence and deliver the keys therefor at the
place of payment of rent.
Nothing contained in the foregoing provisions of this paragraph 4
however, shall be deemed or construed as making Lessee responsible or liable
for any negligence in or latent defects arising out of the construction of the
Leased Premises, nor for any repairs covered by any warranties required to
be delivered
or provided in connection with the construction of the Leased Premises.
If any dispute arises as between Lessor and Lessee with respect to whether
a repair is covered by any such warranty or constitutes a latent defect
existing at the time of taking of possession of the Leased Premises, such
determination shall
be made by an independent architect or engineer selected by the parties, which
determination shall be final and the cost of such architect's or engineer's
services
shall be paid by the party responsible for such repairs based on such
architect's or
engineer's determination.
All damages or injury to the Leased Premises and to its fixtures,
appurtenances and equipment caused by Lessee moving property in or out of the
building or by installation or removal of furniture, fixtures or other
property, or resulting from operation of air conditioning unit(s) or
ventilating system(s),
short
circuits, flow or leakage of water, steam, illuminating gas, sewerage or odors
or
by frost or by bursting or leaking of pipes or plumbing works or gas, or from
any other kind or nature whatsoever due to carelessness, omission, neglect,
improper conduct or other cause of Lessee, its servants, employees, agents,
visitors or licenses shall be repaired, restored or replaced promptly by Lessee
at its sole
cost
and expense to the reasonable satisfaction of Lessor.
All of the repairs, restorations or replacements required to be made by
Lessee pursuant to this paragraph 4 shall be in quality and type equal to the
original work or installations. If Lessee fails to make such repairs,
restorations, or
replacements within a reasonable time, then upon written notice to Lessee, the
same may be made by Lessor at the expense of Lessee and the cost thereof
incurred by Lessor shall be collectible as additional rent and shall be paid by
Lessee within thirty (30) days after rendition of a bill or statement therefor.
Lessee shall not place a load upon any floor of the Leased Premises
exceeding the floor load per square foot which such floor was designed to
carry,
which floor load the parties shall agree to in connection with the approval of
the
Approved Plans and Specifications (as that term is defined in paragraph 28
(below). No vehicles other than automobiles shall be allowed on the car
parking lot other than trucks and other delivery vehicles temporarily parked
thereon or
trucks and other delivery or similar vehicles temporarily there for loading or
unloading purposes.
At any time after Substantial Completion of the Leased Premises and
delivery of possession to Lessee, Lessor may enter the Leased Premises to
complete any items and other repairs included on the Punch List or that
otherwise
are the obligation of Lessor under this Lease. In such event, there shall
be no
allowance to Lessee for a diminution to rental value and no liability on the
part of
Lessor by reason of inconvenience or annoyance arising from the making of any
such repairs, alterations, additions or improvements in or to any portion of
the
building or Leased Premises, or in or to fixtures, appurtenances, or equipment
thereof; provided, however, that Lessor shall use all reasonable and diligent
efforts to avoid interfering with Lessee's operation of its business in the
Leased
Premises and shall provide to Lessee advance notice, except in the case of an
emergency, of the schedule for any such work. To the extent Lessee fails to
make any repairs, alterations, additions or improvements in or to the Leased
Premises that are the responsibility of the Lessee hereunder, Lessor may
enter the Leased Premises to complete and make such repairs, alterations,
additions or improvements.
5. POSSESSION. Lessee shall be given possession of the Leased
Premises upon Substantial Completion of Lessor's construction per paragraph 28
below, and at that time Lessee shall commence payment of Impositions, real
estate taxes, insurance premiums, expenses and Utilities (hereinafter defined)
as
provided herein; Monthly Base Rent shall commence as set forth in Paragraph 2.
above.
6. WARRANTIES: LESSOR'S CONSTRUCTION. Lessor warrants that
all of the Improvements to the Leased Premises shall be constructed of first-
class,
new materials and in a good and workmanlike manner and in accordance with the
Approved Plans and Specifications therefor; that the building and all other
improvements to be constructed on the Leased Premises by Lessor (including
parking facilities and landscaping) and the heating, water, plumbing, air
conditioning and installation, and electrical equipment, components and systems
installed therein by Lessor in accordance with the Approved Plans and
Specifications (all of which as described above and as more specifically
identified
in paragraph 28 below are sometimes herein collectively referred to as the
"Improvements") shall be in good working order at the time possession is
delivered to Lessee. Lessor further warrants that at the time Lessee takes
possession hereunder, the Improvements will conform to all applicable state,
county and municipal building and zoning laws and ordinances, subject only to
the Punch List Items disclosed in the Punch List, which Lessor shall promptly
complete or cause to be completed in accordance with the provisions of
Paragraph 28 below. Delivery of a certificate of occupancy shall be evidence
of Lessor's conformance with its obligations under this paragraph 6.
7. PARKING AREA. The Lessee shall have the use during the term of
this Lease of all of the parking spaces on the Leased Premises.
8. TAXES AND UTILITY CHARGES. Lessee agrees to pay promptly
when due as additional rent hereunder, all real estate taxes, special
assessments or governmental impositions and charges of every kind and nature
levied or assessed on the Leased Premises or any part thereof. Lessee shall
pay all utility charges to the Leased Premises which include, but are not
limited to, charges and assessments for water, gas, fuel, electric, and
refuse disposal services and one-half
of one percent (1/2%) management fee for each calendar year falling within the
term, except that the amount of any general real estate taxes and assessments
applicable to calendar year which was only partially within the term shall be
pro-
rated and borne by the respective parties in the proportions that the period
of each party's possession during said calendar years bears to the entire
calendar year. Lessor shall notify Lessee of the time and place payment to
the relevant government authorities is required.
Lessee shall pay, as additional rent, the annual installment of any public
improvement assessment required to be paid during the term hereof (with
fractional years to be equitably prorated) as of the due date of the payment
for such assessment. Lessor shall furnish Lessee with bills therefor and shall
notify
Lessee of the time and place payment to the relevant government authorities is
required. At the end of the lease term (or as such term is extended) the
Lessee's
said responsibility with respect to final payment for public improvements shall
be
calculated and within twenty (20) days thereafter Lessee or Lessor, as may be
appropriate, shall remit all amounts due one to the other.
Nothing herein contained shall be construed to require Lessee to pay any
franchise, inheritance, estate, succession or transfer tax of Lessor or any
income
or excess profits tax assessed upon or in respect of any income of Lessor or
chargeable to or required to be paid by Lessor unless such tax shall be
specifically
levied against the income of Lessor derived from the rent by this Lease
reserved,
expressly and as and for a specific substitute for the real estate taxes, in
whole or
in part, upon the Leased Premises in which event said rent shall be considered
as
the sole income of Lessor.
9. ALTERATIONS AND ADDITIONS. Except as permitted herein,
Lessee shall make no alterations or additions to or upon the Leased Premises or
any part thereof, including but not limited to any alterations, repairs, or
renovations affecting the structure of the Leased Premises, or the electrical,
HVAC, or plumbing systems, except as contemplated in this Lease, without
Lessor's prior written consent, which consent shall not be unreasonably
withheld or delayed and which shall conclusively define the nature and
extent of such alterations and additions, and all such alterations and
additions shall be free of
mechanic's lien claims. Notwithstanding the foregoing, Lessee may, without
Lessor's prior consent, make minor, non-structural building repairs,
alterations, or
renovations to the Leased Premises. Lessee shall, in all instances, provide
Lessor
with plans, drawings and specifications showing repairs, alterations, or
renovations to the Leased Premises, prior to commencing work. All alterations
and additions made by Lessee, and all fixtures (except trade fixtures,
manufacturing and supplemental lighting fixtures equipment) installed by Lessee
in and about the Leased Premises shall, unless otherwise elected by Lessor, at
the
termination of this Lease by lapse of time or otherwise, and without cost to
Lessor, remain on the Leased Premises as the property of Lessor. If Lessor
shall prior to thirty (30) days before the termination of this Lease elect
in writing not to retain such alterations, additions, and fixtures, or any
portions thereof, then
and
only then, Lessee shall, at its cost and expense, and without damaging the
Leased
Premises, remove or cause to be removed those portions of alterations,
additions, and fixtures, so elected by Lessor to be removed. Such removal
is to be complete
upon the termination of this Lease.
Any trade fixtures and manufacturing equipment attached to the Leased
Premises by and at the expense of Lessee shall remain the property of
Lessee and
Lessor agrees that Lessee shall have the right at any time and from time to
time,
provided it not then be in default hereunder, to remove any and all of such
trade
fixtures and equipment which it may have attached to the Leased Premises,
provided, however, in such event Lessee shall restore the Leased Premises
to the
same condition in which they were at the time Lessee took possession, loss by
ordinary wear and tear, fire and other casualty not caused by Lessee, its
agents, or
employees excepted.
10. CASUALTY. In the event the Leased Premises are damaged by fire,
explosion, or other casualty or occurrence to the extent of twenty-five percent
(25%) or less of the replacement value of the Leased Premises, the damage shall
be promptly repaired by Lessor at Lessor's expense. In the event of any such
damage in which the Leased Premises shall be damaged to the extent of more than
twenty-five percent (25%) of the replacement value, Lessor may elect to repair
or
rebuild the Leased Premises or to terminate this Lease upon giving notice of
such
election in writing to Lessee within sixty (60) days of the happening of the
event
causing the damage. In the event the proceeds of insurance are insufficient to
pay
the cost of any such repair or rebuilding, Lessee shall promptly pay Lessor the
amount of such insufficiency. If the casualty or the repairing or rebuilding
shall
render the Leased Premises unusable by the Lessee in whole or in part, a
proportionate abatement of the Base Rent and any additional rent shall be
allowed
from the date when the damage occurred until the date when the Leased Premises
can be made tenantable, or until the effective date of termination as herein
provided, said abatement to be computed on the basis of the relation which the
square foot area of the space rendered untenantable bears to the aggregate
square
foot area of the Leased Premises. Notwithstanding the foregoing, rent shall
abate
only to the extent of rent insurance proceeds paid to Lessor as provided in
paragraph 11 below.
11. INSURANCE. Lessee shall, at its cost and expense, procure and
maintain in full force and effect, the following insurance with respect of the
Leased Premises, issued by insurance companies satisfactory to Lessor all of
which insurance shall be issued in the name of Lessor and Lessee and with loss
payable clauses thereof in favor of Lessor or Lessee as their interests may
appear,
and shall contain a standard mortgagee loss payable clause.
(dd) Insurance against loss by fire and all other casualties by standard
fire extended coverage (especially, but not exclusively covering loss or
damage by windstorm, hail, explosion, riot, civil commotion, or
damage from aircraft or vehicles and smoke damage) with standard
vandalism and malicious mischief riders, and endorsement for one
year's rent (including expenses) loss insurance covering losses due to
casualty in responsible insurance companies for the full replacement
value of the improvements of which the Leased Premises are a part.
Lessor shall be compensated for the loss of abated rent by having the
proceeds of rent insurance paid to the Lessor, which-rent insurance
will be procured by the Lessee at the Lessee's expense. All policies of
insurance shall waive subrogation against Lessor and Lessee and shall
remain with Lessor and shall be issued in the name of Lessor, with a
loss payable clause in favor of Lessor and with a deductible of no
more than $10,000.00. Lessor and Lessee waive and release any
claims against each other for losses due to fire or other casualty, or
other perils insured by standard policies for extended coverage,
vandalism, and malicious mischief. Lessor reserves the right to have a
standard non-contributory mortgage clause in said policy.
(dd) Boiler Explosion Liability insurance in such amount or amounts as
the Lessor may from time to time reasonably require if any pressure
vessels are now or hereafter situated on the Leased Premises;
(dd) General Public Liability or Owner, Landlord and Tenant Liability
insurance, naming Lessor and Lessor's Lender, if any, as an additional
insured, with minimum limits of $3,000,000.00 for injury or death to
any one person, $3,000,000.00 for injury to more than one person
resulting from the same occurrence and $1,000,000.00 for damage to
property;
Lessee shall be responsible for reimbursing Lessor for the
deductible
portions of the policy, to be provided by Lessee, it being the agreement of the
parties that the Lessor be fully covered for all amounts, including any
deductible.
If Lessee fails or refuses to comply with its requirement of this Paragraph
11, to furnish insurance, then Lessor may obtain and maintain such insurance
required to be maintained by this Lease without waiving any of Lessor's rights
under this Lease and Lessor's damages for Lessee's failure or refusal shall not
be
limited to the amount of the insurance premiums which the Lessee has failed to
pay. Sums advanced by Lessor, or its agent, for premiums together with interest
thereon at the current prime rate of interest charged by LaSalle Northwest
National Bank of Chicago shall be deemed additional rent payable on demand. If
Lessee is not in default upon the termination of this Lease, Lessee shall then
be
entitled to a refund of the then unearned insurance premiums, if any. All
insurance policies shall provide that the insurance companies issuing them
shall not cancel them for nonpayment of premiums or otherwise without first
giving the Lessee and Lessor at least thirty (30) days prior written notice of
cancellation.
12. HOLDING OVER. Upon the termination of this Lease, Lessee shall
promptly surrender possession of the Leased Premises to Lessor or its agent. If
such possession is not immediately surrendered, Lessor may forthwith re-enter
the
Leased Premises and repossess itself thereof and remove all persons and effects
therefrom at Lessee's expense, using such force as may be necessary without
being deemed guilty of any manner of trespass or forcible entry or detainer.
Property that is not removed from the Leased Premises upon the termination of
the Lease shall be conclusively presumed to have been abandoned and the title
thereto shall pass to Lessor and its beneficiaries without cost. If Lessee
fails to
surrender the Leased Premises as aforesaid, Lessee shall pay rent on a daily
basis
as liquidated damages for the whole time such surrender is delayed beyond the
terms of the Lease, a sum equal to nine percent (9%) of Monthly Base Rent and
real estate taxes and shall continue to pay special assessments, insurance
premiums and costs of repair as set forth, nor shall any other act by Lessor in
apparent affirmance of tenancy operate as a waiver of the right to forfeit this
Lease and the term hereby granted for the period still unexpired for a
breach of any of the conditions or covenants herein.
13. RESERVES AND SECURITY. In addition to the Monthly Base Rent
for the Lease term or any extension thereof, the Lessee shall pay Lessor
monthly,
an additional sum to create and maintain a reserve for the payment of taxes,
assessments, insurance premiums and other like charges upon the Leased
Premises, equivalent to one-twelfth (1/12) of the annual amount of such
items as reasonably determined by Lessor; no interest shall be paid on such
reserve.
Concurrently with the execution of this Lease, Lessee has deposited with
Lessor one-third (1/3) of the amount of Security Deposit set forth at page 3 of
the
Lease, in the nature of a cash deposit, as security for the performance by
Lessee
of all of the covenants and conditions required to be performed by Lessee under
this Lease. Upon the execution of the Lease, Lessee will also deliver to Lessor
a
letter from the company issuing the Leasehold Bond required in this Paragraph
13, stating that such company will issue on the Commencement Date the
Leasehold Bond in favor of Lessor in compliance with the terms of this
Paragraph. In addition, on or before November 1, 1996, Lessor shall deposit
with Lessor the remaining two-thirds (2/3) of the amount of Security Deposit
set forth at page 3 of the Lease, in the nature of a cash deposit or an
irrevocable letter of
credit (which shall be in a form and with a financial institution acceptable to
Lessor), as security for the performance by Lessee of all of the covenants and
conditions required to be performed by Lessee under this Lease. On or before
the
Commencement Date, Lessee shall obtain and maintain in effect a Leasehold bond,
as provided herein, at all times during the initial term and renewal terms
of this Lease. The Leasehold Bond shall be issued by a company and in a form
acceptable to Lessor in its sole discretion and shall be in the initial amount
of $500,000.00. Provided the Lessor is not in default, and has not been in
default, under the terms of this Lease, the amount of the Leasehold Bond may
be reduced by Lessee as follows: (i) after the expiration of the first year
of this Lease, to an
amount equal to $400,000.00; (ii) after the expiration of the second year of
this Lease, to an amount equal to $300,000.00; and (iii) after the expiration
of the third year of this Lease, to an amount equal to $250,000.00, which
bond shall be
renewed for each year during the remaining term of the Lease. Annually, Lessee
shall provide Lessor with evidence of the existence of the Leasehold Bond. The
form of the Leasehold Bond shall be reasonably acceptable to Lessor, with a
surety company licensed to do business in Illinois and shall not be cancelled
without thirty (30) days prior notice to Lessor. If any Leasehold Bond
provided hereunder is canceled, Lessee shall promptly provide Lessor with a
replacement Leasehold Bond complying with the terms of this paragraph, or
such other collateral as Lessor deems fit. Notwithstanding the foregoing,
at any time after the expiration of the third year of the Lease, if Lessee
provides Lessor with financial statements, satisfactory to Lessor, which
evidence that Lessee has a BBB or better
rating by Standard & Poors, or a comparable rating agency, then Lessor shall
waive the requirement for a Leasehold Bond. Any reserves shall be promptly
returned to Lessee and the Leasehold Bond cancelled upon the expiration of the
term of this Lease, provided Lessee has satisfied and performed all its
covenants and obligations under the Lease. Prior to the time when Lessee
shall be entitled to the return of the Security Deposit, Lessor shall be
entitled to intermingle such
deposits with its own funds and to use such sum for such purposes as Lessor
shall determine. Lessee shall not be entitled to any interest on the Security
Deposit. Lessor may, use, apply, or retain all or part of such Security
Deposit, including
the absolute right to collect under, or make a claim against, the Leasehold
Bond, for the payment of any unpaid rent and additional rent or any other
amount which Lessor may be required to spend by reason of default of Lessee,
including damages or deficiencies in the reletting of the Leased Premises,
regardless of
whether the accrual of such damages or deficiencies occurs before or after
eviction or re-entry by Lessor. The Security Deposit shall not be mortgaged,
assigned, or encumbered by Lessee without the written consent of Lessor, and
any such assignment, encumbrance, or mortgage without such consent shall not
bind Lessor. If the Leased Premises is sold to a bona fide purchaser, Lessor
shall have the right to transfer the Security Deposit to the purchaser,
subject to this Lease,
and Lessor shall then be released from all liability for the return of the
Security
Deposit to the Lessee. lessee shall not apply the Security Deposit, in part or
in
whole, to any months rental payment due under the Lease.
14. PROTEST OF CLAIM. Lessee shall have the right by appropriate
legal proceedings at its expense to contest the amount or validity of any and
all
real estate taxes and/or special assessments against the Leased Premises, but
this
shall not be deemed nor construed in any way as relieving, modifying or
extending Lessee's covenant to pay such real estate taxes and/or special
assessments when due unless the legal proceedings shall operate to prevent the
sale of the Premises or any part thereof or the placing of any lien thereon to
satisfy such real estate taxes and/or special assessments prior to the final
determination of such proceedings, and if Lessee shall not have been required
to pay such taxes and/or special assessments prior to instituting such
proceedings, then Lessee shall deposit with the Lessor or such person or
corporation as Lessor
may, in writing direct, as security for the payment of such real estate taxes
and/or
special assessments an amount of money (or a bond or securities in form and
quality reasonably acceptable to Lessor) equal to twice the amount of such
unpaid
real estate taxes and special assessments together with all interest and
penalties in
connection therewith and all charges that may be assessed or become a charge on
the Leased Premises or any part thereof in such legal proceedings. Upon the
termination of such proceedings, Lessee shall direct Lessor to apply the funds
(or
securities) then held by Lessor as security as aforesaid to pay and otherwise
discharge the said unpaid real estate taxes and/or special assessments then
payable and the interest and penalties in connection therewith, and the
charges accruing in
such legal proceedings, and the balance, if any, of the aforesaid security
deposit after the aforesaid application shall be returned to Lessee (or
discharged, if a
bond) provided Lessee is not then in default under this Lease. In the event
that
such moneys or other security shall be insufficient for the foregoing purpose,
Lessee shall forthwith pay to the Lessor an amount of money sufficient,
together with the monies and other security so deposited pursuant hereto,
to pay the same. In the event of any default by Lessee under this Lease,
Lessor is authorized to use
any money deposited hereunder to apply on account of such default and or to pay
said real estate taxes and/or assessments. Lessee shall not be entitled to
interest
(or income) on the monies (or securities) deposited pursuant to this Paragraph
14.
Lessor agrees to cooperate with Lessee in pursuing a tax abatement program for
Lessee.
15. REAL ESTATE LITIGATION. Lessor shall not be required to
join in any proceedings contesting said real estate taxes and/or special
assessments except as it shall be necessary for Lessor to do so in order to
properly
prosecute such proceedings, in which event lessor shall be fully indemnified to
its
satisfaction against all its costs and expenses incurred thereby. Lessor shall
not be
subjected to any liability for the payment of costs and expenses in connection
with proceedings brought by Lessee, and Lessee covenants to indemnify and save
harmless Lessor from all such costs and expenses.
16. LIEN LITIGATION. Lessee shall have the right at its sole cost and
expense to contest the validity of any mechanic's lien claims that may be
asserted
against Lessor, Lessee, or the Leased Premises because of work performed for or
material furnished to Lessee, or the Leased Premises, at Lessee's request, but
this
shall not be deemed nor construed in any way as relieving, modifying or
extending Lessee's covenant to pay any mechanics' lien claims that may be
successfully asserted against Lessor in respect of the Leased Premises, Lessee,
or
the Leased Premises itself, provided that as a condition precedent to Lessee
exercising its right to contest mechanics' lien claims, Lessee shall first have
posted a surety company bond in the full amount of such claims and expenses
reasonable satisfactory to Lessor, or deposited with Lessor or such party as
Lessor
may designate in writing, as security for the payment of any such mechanics'
lien claims, money (or a bond or securities in form and quality reasonably
acceptable
to Lessor) in such amount sufficient in the judgment of Lessor to pay such
mechanics' lien claims, together with all interest and costs in connection
therewith and all charges that may be assessed or become a charge on the
Premises or any part thereof and Lessor's reasonable attorney's fees relative
to such proceedings. Upon the termination of such proceedings, Lessee shall
direct Lessor to apply the funds (or securities) then held by Lessor as
security as
aforesaid to satisfy and otherwise discharge the said mechanics' lien claims
then payable and the interest and penalties in connection therewith, and the
charges
accruing in such legal proceedings, and Lessor's reasonable attorney's fees,
and
the balance, if any, of the aforesaid security deposit after the aforesaid
application
shall be returned to Lessee (or discharged, if a bond) provided Lessee is not
then
in default under this lease.
In the event that such monies or other security shall be insufficient for
the
foregoing purpose, Lessee shall forthwith pay to Lessor an amount of money
sufficient, together with the monies and other security so deposited pursuant
hereto, to pay the same. In the event of any default by Lessee under this
Lease, Lessor is authorized to use any money deposited hereunder to apply on
account of
such default or to pay said mechanics' lien claims and/or charges. Lessee
shall
not be entitled to interest (or income) on the monies (or securities) deposited
hereunder to apply on account of such default or to pay said mechanics' lien
claims and/or charges.
17. CONDEMNATION. If any part of the Leased Premises shall be
taken or condemned for a public or quasi-public use and a part thereof remains
which is usable by Lessee for its business, this Lease shall, as to the part so
taken, terminate as of the date title shall vest in the condemnor, and the
Monthly Base Rent payable hereunder and other charges to be prorated upon
termination of this
Lease shall be adjusted so that Lessee shall be required to pay for the
remainder
of the term only such portion of such rent and charges as the value of the part
remaining after condemnation bears to the value of the entire Leased Premises
at
the date of condemnation; but in such event, Lessor shall have the option to
terminate this Lease as of the date when title to the part so condemned
vests in the
condemnor. If the whole of the Leased Premises, or such part thereof to be
taken
or condemned so as to materially adversely affect the operation of Lessee's
business, this Lease shall upon the vesting of the title in the condemnor
terminate
and advance rent, if any, shall be refunded pro-rata as of such termination.
If a
part or all of the Premises be taken or condemned, all compensation awarded
upon such condemnation or taking shall go to Lessor, and Lessee shall not have,
and hereby waives all claims thereto. Notwithstanding the foregoing, Lessee
shall
have the right to seek its own separate award for condemnation, but not
including
the value, if any, of its leasehold.
18. WARRANTY OF QUIET ENJOYMENT. So long as Lessee fully complies with
its obligations under the terms, conditions and provisions of this
Lease, Lessee shall have the quiet enjoyment of the Leased premises without
hindrance or molestation by Lessor or anyone claiming by or through Lessor.
19. INDEMNIFICATION. Lessee agrees to hold Lessor, its successors, assigns,
beneficiaries and their heirs and personal representatives harmless and
fully indemnified at all times against and from any and all loss, damage,
costs,
expenses, and liability directly and/or consequentially resulting to any person
or
property by reason of Lessee's use or condition which may be made of the Leased
Premises or any part thereof by Lessee, or by reason of any act or thing
done or
omitted to be done by Lessee or its agents or employees, in, upon, or about the
Leased Premises or any part thereof; and Lessee agrees to hold lessor's
title to the
Leased Premises and Lessor, its successors, assigns, beneficiaries and their
personal representatives harmless and free and clear of any and all claims,
demands, penalties, liability, judgments, costs and expenses, including
reasonable
attorneys' fees, arising in connection with any use or condition of the Leased
Premises by Lessee. Without limiting the foregoing indemnity, Lessee further
agrees to indemnify and hold harmless Lessor from any claims by any
governmental authority or any third party based upon violation by Lessee of any
ordinance, statute or regulation, local, State, or Federal, dealing with
pollution,
hazardous materials or other environmental matters if and to the extent that
such
claims are based on acts or omissions of Lessee.
Lessor agrees to hold Lessee, its successors and assigns harmless and
fully
indemnified at all times against and from any and all loss, damage, costs,
expenses, and liability directly and/or consequentially resulting to any person
or
property by reason of acts or omissions of Lessor with respect to the Leased
Premises or any part thereof; and Lessor agrees to hold Lessee, its successors
and
assigns harmless and free and clear of any and all claims, demands, penalties,
liability, judgments, costs and expenses, including reasonable attorneys' fees,
arising in connections with any acts or omissions of Lessor with respect to the
Leased Premises. Without limiting the foregoing idemnity, Lessor further
agrees to indemnify and hold harmless Lessee from any claims by governmental
authority or any third party based upon violation by Lessor of any ordinance,
statute or regulation, local, State or Federal, dealing with pollution,
hazardous
materials, or other environmental matters related to acts of the Lessor or its
ownership of the Leased Premises.
20. ASSIGNMENT OR SUBLETTING. Lessee may assign or sublet
this Lease or any interest therein to any of its subsidiary or affiliated
companies
without the consent of Lessor, provided the net worth of such subsidiary or
affiliated company is equal to or greater than the net worth of Lessee at the
time
of execution of this Lease, but, otherwise, Lessee shall not assign this Lease
nor
any interest herein, or sublet the Leased Premises; provided however, that
Lessee in accordance with the following terms and conditions may sublet the
Premises in
whole or in part if at least ninety (90) days prior to each and every intended
subletting, Lessee shall serve Lessor with written notice stating the full name
and
address (and if a corporation, the state of incorporation and the names of all
officers) of the proposed sublessee, identifying the portion of the Leased
Premises
to be sublet and describing the proposed sublessee's intended use of the Leased
Premises. Within thirty (30) days of Lessor's receipt of said notice of
intention to
sublet, Lessor shall exercise one of the following options by written notice to
that
effect to Lessee:
(30) Lessor shall consent to the proposed subletting in accordance with
the terms and conditions of this Lease and Lessor's written
approval as to the sublessee's use of the Leased Premises.
Provided that if the Lessor consents to such subletting, Lessor at its
option may cancel the option to extend this Lease, as provided in
Paragraph 30 below, which cancellation of the renewal option shall
be effective as of the date of the approval of the subletting; or
(30) Lessor shall have the option to cancel this Lease in its entirety at
the last day of the month following ninety (90) days from the date
of Lessor's receipt of Lessee's notice of intention to sublet.
Lessor's exercise of either of the above options shall be conclusive
between the parties hereto.
Neither subletting nor the acceptance of rent by Lessor from any person
shall relieve, release, modify, or in any other manner whatsoever affect the
liability and obligations of the Lessee hereunder.
All subletting of the Leased Premises and portions thereof shall comply
with the provisions of this Paragraph 20.
21, DEFAULTS AND REMEDIES. Except as otherwise provided
herein, if default shall be made in any payment of any sum required to be paid
by
Lessee under this Lease and such default shall continue for ten (10) days after
written notice to Lessee, or if default shall be made in the performance of any
other covenants or conditions which Lessee is required to observe and perform,
and such default shall continue for thirty (30) days after written notice to
Lessee
stating the nature of the default, or if the interest of Lessee under this
Lease shall
be levied on under execution or other legal process, or if any petition
shall be filed
by or against Lessee to declare Lessee a bankrupt, or to delay, reduce or
modify
Lessee's debts or obligations, or if any petition shall be filed or other
action
taken
to reorganize or modify Lessee's capital, if Lesser be a corporation, or if
Lessee
be declared insolvent according to law, or any assignment of Lessee's property
shall be made for the benefit of creditors, or if a receiver or trustee is
appointed
for Lessee or its property, or if Lessee shall abandon the Leased Premises
during
the term of the Lease then Lessor may treat such occurrence of any one or more
of
the foregoing events (after the expiration of the cure period) as a breach of
this
Lease (except that no such levy, execution, legal process, or petition filed
against
Lessee shall constitute a breach of this Lease if Lessee shall contest the same
by
appropriate proceedings and shall use its best efforts to and shall remove or
vacate
the same within sixty (60) days from the date of creation, service or filing of
same) and thereupon, at Lessor's option, Lessor may without notice of any kind
to
Lessee or any other person, have any one or more remedies provided at law or in
equity including but not limited to, the option to terminate Lessee's right to
possession only without terminating the Lease, or to terminate this Lease and
forthwith repossess the premises and be entitled to recover as damages a sum of
money equal to the worth at the time of such termination of the excess, in any,
of
the amount of rent and other charges reserved in this Lease for the balance of
the
term, computed on a discounted basis using an interest rate equal to the rate
applicable to U.S. Treasury Securities with a term equal to the period of time
over
which such present value is being calculated, over the then reasonable value of
the Leased premises for the balance of the term, together with all reasonable
costs,
attorney's fees and expenses that may be incurred by Lessor or its agents in
enforcing the covenants and agreements of this Lease. Without limitation to
the
foregoing, Lessee shall pay Lessor interest on sums delinquent under this Lease
at
the then current prime rate of interest charged by LaSalle Northwest National
Bank of Chicago. All rights and remedies of Lessor under this Lease shall be
cumulative, and none shall exclude any other rights and remedies allowed by
law. The failure of Lessor to insist in one or more cases upon the strict
performance of
any of the covenants of this Lease or to exercise any option herein contained
shall
not be construed as a waiver or relinquishment for the future of such covenants
or
option. A receipt by Lessor of rent with knowledge of the breach of any
covenant
hereof shall not be deemed a waiver of such breach and no waiver by Lessor of
any provisions of this Lease shall be deemed to have been made unless expressed
in writing and signed by Lessor.
22. LESSOR'S LIEN. Lessor shall have a first lien upon the interest
of Lessee under this Lease, to secure the payment of all monies due under this
Lease, which lien may be enforced and foreclosed in equity or by distress
proceeding at any time when money is overdue under this Lease; and Lessor shall
be entitled to name a receiver of said Leased premises to be appointed in any
such
foreclosure proceeding who shall take possession of the Leased Premises and who
may relet the same under the orders of the court appointing him.
23, ABANDONMENT OR RELETTING. If Lessee shall abandon or
vacate the Leased Premises, Lessor shall diligently attempt to relet the Leased
Premises consistent with Lessee's rental obligation, but Lessor's discretion is
not thereby restricted; the Leased Premises may be relet by Lessor for such
rent and
upon such terms as to Lessor may seem fit; and if a sufficient sum shall not be
thus realized monthly after paying the expenses of such reletting and
collecting to
satisfy the rent set forth in this Lease, Lessee agrees to satisfy and pay on
demand
the deficiency for the term of this Lease remaining after said abandonment or
vacation.
24. SUBORDINATION OF INTEREST. Subject to Lessee's rights as
stated hereafter, the interest of Lessee hereunder shall, at the request of the
Lessor, be subject and subordinate to any and all first mortgages or trust
deeds, and to all replacements, renewals, consolidations, modifications, and
extensions
thereof, now or in the future placed on the Premises and Lessee agrees to
promptly execute and deliver all written agreements and documents to effect
such
subordination, all without cost to Lessor, provided, however, the holders of
such
mortgages and trust deeds shall agree in writing with Lessee that
notwithstanding
Lessor's failure to perform its obligations under any contract or agreement, or
note or evidence of debt, Lessee's occupation and quiet enjoyment of the Leased
Premises shall not be disturbed, interfered with or hindered and, Lessee's
right to
possession and quiet enjoyment of the Leased Premises hereunder shall not be
disturbed so long as Lessee shall faithfully perform its obligations herein
during
the Lease Term.
25. SIGNS. Lessor, at the request of Lessee and at the Lessee sole
expense, in compliance with applicable laws, shall erect or install exterior
signs
relating to Lessee's business on the Leased Premises, provided that such signs
do
not overload or deface the walls of buildings and further provided that Lessor
shall remove, at Lessee's sole expense, all such signs upon the termination of
this
Lease and shall repair any damages caused by the erection or removal of such
signs or portions thereof located on the Leased Premises. No signs shall be
installed on the roof. Lessor or its agent by appropriate signs may identify
the
Leased Premises as to both ownership and property management. All signs shall
be in compliance with applicable state and local laws, regulations, codes and
ordinances.
26. ESTOPPEL CERTIFICATE. Lessee agrees that from time to time
within ten (10) days after Lessee's receipt of written notice from Lessor,
Lessee
will deliver to Lessor a written statement certifying: (a) that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that
this Lease, as modified, is in full force or effect; (b) the dates to which
rent and
other charges have been paid; (c) that Lessor is not in default under any
provisions of this Lease or, if in default, the nature thereof in detail; and
(d) the
amount of rent currently being paid by Lessee.
27. ACCESS. Lessee shall freely allow Lessor access to and upon the
Leased Premises during usual business hours, subject to Lessee's security
requirements and upon reasonable prior notice (except in the event of an
emergency), for the purpose of examining the Leased Premises and shall during
the last two hundred seventy (270) days of the term of this Lease, allow Lessor
to
exhibit the Leased Premises (upon reasonable prior notice to Lessee) and Lessee
shall not interfere with the same.
28. CONSTRUCTION OF IMPROVEMENTS. Within thirty (30) days
after the execution of the Lease, the Lessor shall complete preparation of the
Working Drawings for the Improvements. After the acquisition of the Land (as
provided in Paragraph 31 below) and issuance of the building permit, Lessor
shall
commence construction of the Improvements, including an industrial building,
containing approximately 130,000 square feet of rentable floor area (including
approximately 20,000 square feet of corporate office area and 5,000 square feet
of
warehouse office area), parking lot and landscaping all of which shall conform
to
the building site plan and office space plan entitled "Site Plan", dated June
3, 1996, prepared by Harris Architects ("Project Architect"), attached hereto
and made a part hereof as Exhibit B, as well as the Supplemental Construction
Specifications set forth on Exhibit B-1, which have heretofore been approved by
Lessee (collectively, the "Preliminary Plan"), and shall otherwise be in
accordance with all final plans and specifications therefor approved in writing
by
Lessor and Lessee prior to the commencement of construction conforming to all
applicable statutes, codes and regulations of the City (such final plans and
specifications as approved are sometimes herein referred to as the "Approved
Plans and Specifications").
Lessee shall have ten (10) business days to approve the final drawings as
submitted to Lessee by Lessor. In the event Lessor and Lessee are unable to
agree
upon a set of Approved Plans and Specifications conforming to the requirements
of this Lease and the requirements of the City, despite having negotiated in
good
faith, within forty-five (45) days after the date of this Lease, such dispute
shall be
submitted to the design architect and the determination by such architect as to
the
conformity of the proposed plans and specifications to the Preliminary Plan
shall
be conclusive. Notwithstanding the foregoing, either Lessor or Lessee shall
have
the right to propose or request additional changes in the scope of the
Improvements, the approval of which changes shall not be unreasonably withheld
or delayed by the other party, provided, in the case of changes proposed by
Lessor, the same do not materially alter or interfere with Lessee's use of the
Leased Premises or significantly alter the appearance or quality of the
materials or
construction of the Improvements; or, in the case of changes proposed by
Lessee,
the timing of Lessee's proposal of the same does not materially alter Lessor's
ability to Substantially Complete the Improvements by the time provided in this
Paragraph 28 below (unless Lessee agrees to extend the dates for Substantial
Completion) or materially increase the cost of the Improvements (unless Lessee
shall agree to an appropriate increase in the amount of the Monthly Base Rent).
Lessor's construction work in connection with the Improvements shall be
commenced within fourteen (14) working days after issuance of a building permit
and shall be diligently pursued in order to have the warehouse portion of the
Leased Premises Substantially Completed on or before April 1, 1997, and the
office portion of the Leased Premises substantially completed on or before May
1,
1997, provided that if construction is delayed because of Lessee's delay in
approving the final plans and specifications for the Improvements or changes,
deletions or additions in the Approved Plans and Specifications requested by
Lessee, strikes, lockouts, casualties, acts of God, war, material or labor
shortages,
governmental regulation or control, adverse weather or seasonal related
conditions that are an impediment to construction, delays initiated by the City
or other causes beyond the reasonable control of Lessor (any or all such
events are
herein sometimes referred to as "Unavoidable Delays"), the date for Substantial
Completion set forth below shall be extended for the amount of time of such
Unavoidable Delays. Lessor shall advise Lessee within fifteen (15) days of the
occurrence of an Unavoidable Delay and to supply Lessee with a revised
construction schedule reflecting the additional time required to Substantially
Complete the Leased premises, due to the Unavoidable Delay(s). As used in this
Lease the term "Substantial Completion", "Substantially Completed" or words of
similar import shall mean that (i) the Leased Premises are fully completed in
accordance with the Approved Plans and Specifications and are free from any and
all mechanics' lien claims arising out of all work in connection therewith
(other
than claims filed as a result of bona fide disputes between Northern Builders
and
its subcontractors or material suppliers which Northern Builders is diligently
contesting as provided in the Construction Agreement) and free from any and all
construction defects other than Punch List Items relating to Lessor's
construction,
none of which shall interfere with Lessee's use and occupancy of the Leased
Premises for the conduct of its business, and (ii) the City has granted to
Lessor an
occupancy certificate permitting Lessee to take occupancy of the Leased
Premises
notwithstanding such Punch List Items and the date such governmental consents
and approvals which are the responsibility of Lessor have been obtained so that
Lessee can take possession. Except in the event of an Unavoidable Delay, if
Substantial Completion of the warehouse occurs after May 1, 1997, or if
Substantial Completion of the office space occurs after June 1, 1997, Lessor
agrees to pay to Lessee a $2,000.00 penalty for each day beyond such respective
dates Substantial Completion is delayed.
Lessor shall notify Lessee thirty (30) days prior to the date it
anticipates
the Improvements will be Substantially Completed. In the event that there is a
dispute as to whether or not the Improvements are Substantially Completed, the
dispute shall be resolved by the Project Architect who prepared the Approved
Plans and Specifications. Taking of possession of the Leased Premises by
Lessee
and delivery of a certificate of occupancy shall be deemed conclusively to
establish that the Improvements have been Substantially Completed in accordance
with the Approved Plans and Specifications, except for any agreed Punch List
Items and latent defects or other defects covered by the Construction
Completion
and Warranty Agreement executed by Northern Builders. Notwithstanding the
foregoing, as promptly as practicable following the date Lessee takes
possession,
Lessor and Lessee shall enter into an appropriate amendment to this Lease to
document the commencement date of the lease term. If Lessee takes possession
on a day other than the first of a month, all obligations of Lessee under the
Lease
shall commence upon the taking of possession (subject to proration for the
partial
month) but the full twelve (12) year term shall commence on the first day
of the
following month.
At all reasonable times during the construction of the Leased Premises,
Lessee, its employees, agents or contractors shall have the right to enter onto
and inspect the Leased Premises for the purposes of determining whether Lessor
is in compliance with the requirements of this Lease with respect to
construction, but no such inspection or inspections shall relieve Lessor
from its responsibilities
hereunder or shall relieve Northern Builders or any of its subcontractors from
their respective obligations or liabilities pursuant to their separate
contracts.
Lessor shall not be responsible or liable to Lessee for any claims, losses,
costs,
damages or expenses incurred by Lessee, its employees, agents or contractors as
a
result of such inspections, all of which shall be undertaken by Lessee at
Lessee's
sole risk and expense.
Lessor shall be responsible for construction of the entrances and
bathrooms within the Leased Premises in compliance with the Americans with
Disabilities Act ("ADA") and Lessee shall be responsible for ADA improvements
required with respect to Lessee's specific interior construction (performed in
compliance with paragraph 9 of this Lease).
29. NOTICES. All notices, demands, and other writings which shall
be required or which may be given under this Lease shall be effective only if
given in writing and delivered or mailed (certified or registered mail, return-
receipt-requested) to the respective recipient party as follows:
If to Lessor to: LaSalle National Trust, N.A.
As Trustee under Trust No. 120358
135 S. LaSalle Street
Chicago, Illinois 60603
with copy of same to: Northern Builders, Inc.
Mr. Thomas D. Grusecki
5060 River Road
Schiller Park, Illinois 60176
If to Lessee to: Celex Group, Inc.
919 Springer Drive
Lombard, Illinois 60148
ATTN: Mr. Timothy C. Dillon
Vice President & General Counsel
with copy of same to:
If delivered, such notice, demand or writing shall be effective upon receipt of
same, and if mailed such notice, demand or writing shall be effective upon the
posting of same.
The above addresses may be changed from time to time by the respective
parties by notice, but notice of change of address shall be effective only upon
receipt thereof.
30. RENEWAL OPTIONS. Provided the Lessee is not in Default
under the Lease (after written notice and the expiration of any applicable cure
period), the Lessee is granted the option of renewing this Lease for three (3)
renewal periods. The first renewal period is for a term of five (5) years from
the
expiration of the initial Lease Term, provided lessee gives Lessor notice in
writing of the exercise of the option at least twelve (12) months prior to the
expiration of the Lease. If Lessee exercises such option to renew, the parties
shall
have sixty (60) days to agree in good faith to the First Renewal Base Rent,
which
rent shall be at the market value for rentals for comparable facilities, but in
no
event less than the current Base Rent at the time of the exercise. If the
parties
agree to the First Renewal Base Rent the exercise of the option shall be
irrevocable.
Provided the Lessee is not in default under the Lease and has exercised
its
first Renewal Option then the Lessee is granted a second Renewal Option for a
second five (5) year term from the expiration of the First Renewal Term,
provided
Lessee gives Lessor notice in writing of the exercise of the second option at
least
twelve (12) months prior to the expiration of the second renewal term. If
Lessee
exercises such option to renew the parties shall in good faith agree upon the
Third
Renewal Base Rent for the second renewal term within sixty (60) days which rent
shall be at the market value for rentals for comparable facilities, but in no
event
less than the current Base Rent at the time of the exercise. If the parties
agree to
the Third Renewal Base Rent the exercise of the option shall be irrevocable.
All conditions and covenants of the Lease shall remain in full force and
effect during the extended period, except the base rent shall be the market
rental
agreed to by the parties.
31. ACQUISITION/SUITABILITY OF LAND. Lessor has entered
into an Option to Purchase (the "Option"), for the purchase of the real estate
("Real Estate") legally described on Exhibit A hereof. The Option is subject
to
certain conditions as set forth therein. Lessor will, if all conditions of the
Option
are met to the satisfaction of Lessor, complete the purchase of the Real Estate
and thereafter will construct the Improvements thereon as provided in
paragraph 28.
This Lease is contingent upon the satisfaction of all such Option conditions
and
the acquisition of the Real Estate by Lessor. Lessor agrees to commence the
construction process of the Leased Premises on the Real Estate on or before
July ___, 1996, which shall include such investigations and due diligence of
the Real
Estate by Lessor as Lessor deems appropriate, in preparation for the purchase
and
construction of the Leased Premises. Lessee acknowledges that Lessor will not
commence construction of the Leased Premises until Lessor has acquired title to
the Real Estate. Lessor shall use its best efforts to complete the purchase
and
acquisition of the Real Estate so that it has fee simple title prior to the
Commencement Date of the Lease. If Lessor does not acquire the Real Estate or
commence construction by September 30, 1996 (or such other earlier or later
date
as to which the construction is advanced or extended pursuant to the Option),
for
any reason (including a default by Lessor or the Seller under the Option), this
Lease shall terminate and be of no further force or effect and each party shall
be
responsible for their respective expenses incurred in connection with the
execution and delivery of this Lease, the Construction Completion and Warranty
Agreement and the Option, the investigation of the Real Estate, and the design
and the preparation of preliminary or final plans and specifications for the
Improvements and otherwise.
32. EXPANSION AND OCCUPANCY DURING EXPANSION.
Provided Lessee is not in default under the Lease, at any time during the
initial
eight(8) years of the Lease Term, Lessee shall have the right to expand the
Leased
Premises, and during the last four (4) years Lessee shall have the right to
expand the Leased Premises if Lessee agrees to extend the Lease Term for an
additional
term from the date of substantial completion of the expansion space. Monthly
Base Rent shall be increased as agreed to by the parties for the Lease term as
modified. If Lessee elects to expand the Leased Premises, Lessee shall give
written notice to Lessor of its desire to expand at least one (1) year prior to
the
anticipated date of commencement of the Lease for the Expansion Space. Within
sixty (60) days of receipt of such notice of intention to expand, Lessee and
Lessor
shall develop a mutually acceptable expansion plan (the Plan). The Plan shall
be subject to approval by the City of Aurora. Provided the Plan is approved
by the
City, the parties shall, within sixty (60) days of such approval, agree to the
final
terms and conditions of the payment for such expansion and the Monthly Base
Rent to be paid hereunder. During said sixty (60) days, Lessor will hire
Northern
Builders as general contractor to construct the expansion improvements in
compliance with the Plan. Upon agreement of the Base Rent to be charged during
the modified term of the Lease, Lessor shall cause Northern Builders to
promptly
proceed to complete the Plan in accordance with the construction schedule
agreed
to by Lessor and Lessee. If Lessee elects to expand the Leased Premises as
herein
provided, the parties agree the Lessor shall use its best efforts during the
construction period to minimize the interference caused to Lessee during the
construction period. Notwithstanding the foregoing, Lessee shall not be
entitled to any rent abatement for any such disruptions or inconvenience
caused to Lessee by the construction. Any rights granted to Lessee hereunder
shall be binding on
any successor in interest to Lessor, it being the intention of the parties that
Lessee
have the right to expand on economic terms reasonable to the parties.
33. WARRANT OF AUTHORITY. Lessee hereby warrants that the
execution of this Lease has been authorized by a duly adopted resolution of
Lessee's Board of Directors and a certified copy of said resolution shall be
delivered to Lessor upon demand or, alternatively, a letter signed by an
Officer of
Lessee certifying to Lessee's authority to execute this Lease and the authority
of
the person signing this Lease to do so, which certification shall conclusively
bind
Lessee and its successors to this Lease shall be delivered to Lessor on demand.
34. GOVERNING LAW. The terms and provisions of this Lease shall be
interpreted and construed in accordance with and governed by the Constitution
and Laws of the State of Illinois.
35. AMENDMENT. This Lease contains all of the agreements,
covenants, and conditions made between the parties hereto and may be amended
only by written instrument jointly executed by the parties hereto or by their
respective duly appointed agents for that purpose.
36. RECORDATION. The parties hereto agree that this Lease shall
not be recorded but either party at its own expense may file a memorandum of
this Lease with the Recorder of Deeds of Cook County, Illinois, setting forth:
dd) The names of the parties, and
dd) A description of the Premises, and
dd) The term of the Lease.
37. LESSOR'S TITLE. Lessor hereby warrants that Lessor upon the
close of the acquisitions set forward at Paragraph 31 will be the fee simple
owner
of the Leased Premises.
38. CAPTIONS. The captions preceding the text of each of the
numbered paragraphs herein appear only for reference convenience and in no way
prescribe, limit, or otherwise define the scope or intent of this Lease or the
paragraph to which they refer.
39. BROKERAGE. Lessor shall pay the brokers commission due in
connection with this transaction to Stein & Company. Lessee represents and
warrants that it has dealt with no broker, agent or other person in connection
with
this transaction other than Stein & Company and Lessee agrees to indemnify and
hold Lessor harmless from and against any claim by any other broker, agent or
person claiming to have dealt with Lessee and not Lessor. Lessor represents
and
warrants that it has dealt with no broker, agent or other person in connection
with
this transaction other than Stein & Company and Lessor agrees to indemnify and
hold Lessee harmless from and against any claim by any other broker, agent or
person.
40. LIMITATION OF LESSOR'S LIABILITY. The term "Lessor" as
used in this Lease, so far as covenants or agreements on the part of the Lessor
are
concerned, shall be limited to mean and include only the owner or owners of the
Lessor's interest in this lease at the time in question, and in the event of
any
transfer or transfers of such interest, except a transfer by way of security,
the
Lessor herein named (and in case of any subsequent transfer, the then
transferor)
shall be automatically freed and relieved from and after the date of such
transfer of all personal liability as respects the performance that is
accrued after such
date of any covenants or agreements on the part of the Lessor contained in
this Lease
thereafter to be performed, provided that any funds in the hands of such Lessor
or
the then transferor at the time of such transfer, in which the Lessee has an
interest,
shall be turned over to the transferee and any amount then due and payable to
the
Lessee by the Lessor or the then transferor under any provision of Lease, shall
be
paid to the Lessee, and provided further that upon any such transfer, the
transferee shall be deemed to have assumed, subject to the limitations of
this Section, all of
the covenants, agreements and conditions in this Lease contained to be
performed
on the part of the Lessor, it being intended hereby that the covenants and
agreements contained in this Lease on the part of the Lessor shall, subject as
aforesaid, be binding on the Lessor, its successors and assigns, only during
and in respect to their respective successive periods of ownership.
41. INVALIDITY OF PARTICULAR PROVISIONS. If any covenant, agreement or
condition of this Lease or the application thereof to any
person, firm or corporation or to any circumstance, shall to any extent be
invalid
or unenforceable, the remainder of this Lease, or the application of such
covenant,
agreement or condition to persons, firms or corporations or to circumstances
other
than those as to which it is invalid or unenforceable, shall not be affected
thereby.
Each covenant, agreement or condition of this Lease shall be valid and
enforceable to the fullest extent permitted by law.
42. FINANCIAL STATEMENTS. Lessee shall, at the written request
of Lessor, promptly deliver to Lessor annual financial statements of Lessee in
form and content acceptable.
43. LESSOR'S APPROVAL. Except as otherwise provided herein,
whenever in this Lease Lessor's approval is required for Lessee to take action,
such approval shall not be unreasonably withheld or delayed.
44. EXCULPATORY CLAUSE. This Lease is executed by LaSalle
National Trust, N.A., as Trustee, not personally but as Trustee as aforesaid,
in the
exercise of the power and authority conferred upon and vested in it as such
Trustee, and under the express direction of the beneficiaries of a certain
Trust
Agreement dated July 3, 1996, and known as Trust Number 120358 at said Bank.
It is expressly understood and agreed that nothing in this Lease contained
shall be
construed as creating any liability whatsoever against said Trustee personally
or
said beneficiaries, and in particular, without limiting the generality of the
foregoing, there shall be no personal liability to pay any indebtedness
accruing hereunder or to perform a covenant, either express or implied,
herein contained, to
keep, preserve or sequester any property of said Trust, and that all personal
liability of said Trustee (and said beneficiaries, to the extent permitted by
law), of
every sort, if any, is hereby expressly waived by Lessee, and by every person
now
or hereafter claiming any right or security hereunder; and that so far as the
parties
hereto are concerned the owner of any indebtedness or liability accruing
hereunder shall look solely to the Trust Estate from time to time subject to
the provisions of said Trust Agreement for the payment thereof. It is further
understood and agreed that the said Trustee has no agents or employees and
merely holds naked title to the property herein described and has no control
over the management thereof or the income therefrom and has no knowledge
respecting rentals, leases or other factual matter with respect to said
Premises, except as represented to it by the beneficiary or beneficiaries
of the said Trust.
45. TEMPORARY SPACE. Lessor agrees to lease to Lessee
approximately 15,000 square feet of space, with a term commencing July ___,
1996 and ending December 31, 1996, at the 2255 Sullivan Building, Aurora,
Illinois, for rental equal to $3.50 gross per square foot. It is the
understanding of
the parties that Lessor will sub-lease the temporary space from Ryder Dedicated
Logistics. The parties will enter into a mutually acceptable lease agreement
for
the temporary space prior to the commencement date for occupancy of the
temporary space. The temporary space will be delivered to Lessee "as is, where
is." Payment of a brokers commission, if any, for the temporary space shall be
the responsibility of Lessor.
CONSTRUCTION COMPLETION AND WARRANTY AGREEMENT
This Construction Completion Agreement ("Agreement") is
entered into as of January 15, 1997, between SUCCESSORIES, INC. (formerly
known as CELEX GROUP, INC.), an Illinois corporation ("Successories") and
NORTHERN BUILDERS, INC., an Illinois corporation ("Northern Builders").
R E C I T A L S:
A. Concurrently with the execution and delivery of this Agreement,
Successories, as Lessee, and LaSalle National Trust, N.A., not personally, but
as
Trustee under a Trust Agreement dated July 3, 1996, and known as Trust No.
120358, ("Lessor"), have entered into that certain First Amendment to
Industrial
Building Lease ("Lease") covering certain Land legally described in Exhibit A
attached hereto and made a part hereof and certain Improvements thereto which
Lessor is obligated to construct for the use and benefit of Successories.
B. Pursuant to the Lease, as amended, Lessor has agreed to engage
Northern Builders to construct the Improvements in accordance with the
provisions of the Lease, and Successories agrees that Northern Builders shall
provide to Successories certain assurances and warranties with respect to such
construction.
C. Northern Builders has agreed to enter into this Agreement as a
condition to its being engaged by Lessor for the purposes of constructing the
Improvements.
Accordingly, and in consideration of the foregoing Recitals and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Successories and Northern Builders hereby agree as
follows:
AGREEMENT
1. Defined Terms. All capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Lease.
2. Completion of Construction. Northern Builders hereby agrees
that: (i) construction work in connection with the Improvements shall be
commenced promptly upon issuance of a building permit which permit for
construction of the Improvements shall be issued within one week after
execution
of the Lease Amendment; (ii) it will Substantially Complete the warehouse
portion of the Leased Premises by June 1, 1997 and the office portion of the
Leased Premises by July 1, 1997 respectively, subject to extension by reason of
Unavoidable Delays; and (iii) it will thereafter complete all of the Punch List
Items within a reasonable period of time. Northern affirms and warrants that
the
Construction Schedule attached hereto and made a part hereof as Exhibit B is
true,
correct and reasonably achievable. Northern further acknowledges that adverse
weather or seasonal related conditions that are impediments to construction and
material or labor shortages are the responsibility of Northern and will not be
deemed to be Unavoidable Delays. In addition, Northern Builders agrees to make
timely payment of all amounts owed to its subcontractors and material suppliers
in connection with the construction of the Improvements so as to avoid the
filing
of mechanics' liens against the Leased Premises; provided, however, that
Northern Builders shall not be deemed in default of its obligations with
respect to
the timely payment of amounts owed to its subcontractors or material suppliers
if
a mechanic's lien claim or claims are filed which claims are insured over by
Chicago Title and Trust Company. For purposes of this Agreement,
"Unavoidable Delays" shall mean delays in the commencement or progress of
construction, as the case may be, caused by Successories delay in approving the
final plans and specifications for the Improvements or changes, deletions or
additions in the Approved Plans and Specifications requested by Successories,
strikes, lockouts, casualties, acts of God, war, governmental regulation or
control,
delays initiated by the City which could not have reasonably been prevented by
Northern or other causes beyond the reasonable control of Northern Builders.
3. Contractor's Warranties. Northern Builders hereby warrants to
Successories that all materials and equipment furnished in connection with the
construction of the Improvements will be of good quality and new, that the
construction and services required by the Approved Plans and Specifications
(collectively, the "Work") will be free from faults and defects and that the
Work
will conform to the requirements of the Approved and Plans and Specifications.
Northern Builders, Inc. further represents and warrants, which representation
and
warranty is a material inducement to Successories entering into this Agreement
that Northern Builders will substantially Complete the warehouse portion of the
Leased Premises by June 1, 1997 and the office portion of the Leased premises
by July 1, 1997, subject to extension by reason of Unavoidable Delays.
Northern
Builders shall promptly correct Work rejected by the Project Architect by
reason
of a failure of the Work to conform to the Approved Plans and Specifications or
to conform to the requirements of the Approved Plans and Specifications,
whether
observed before or after Substantial Completion and whether or not fabricated,
installed or completed by the time the same is rejected. Northern Builders
shall
bear all costs of correcting such rejected Work. In addition, if any of the
Work is
found not to be in accordance with the requirements of the Approved Plans and
Specifications within one (1) year after the date of Substantial Completion of
the
Leased Premises, Northern Builders shall promptly correct the same at Northern
Builders' sole cost and expense after receipt of written notice from
Successories to do so, unless Successories has previously given Northern
Builders or Lessor a
written acceptance of such condition provided however that such written
acceptance shall not be deemed acceptance of latent defects. This period
of one
(1) year shall be extended with respect to portions of the Work first performed
after Substantial Completion of the Leased Premises for a period of one year
after
such portions of the Work as so performed or corrected. This obligation of
Northern Builders shall survive acceptance of the Work and possession of the
Improvements by Successories and termination of Northern Builders'
construction contract. Successories shall give notice to Northern Builders of
any
defects in the Work promptly after discovery of the same.
4. Assignment of Manufacturer and Subcontractor Warranties.
Northern Builders hereby agrees that, upon Substantial Completion of the Work,
Northern Builders will preserve and forward to and hereby assigns to Lessor,
for the benefit of Lessor and Successories as their interests may appear, all
written
warranties, guaranties and related documents required by the Approved Plans and
Specifications to be provided by any subcontractors, manufacturers and
suppliers in connection with any portion of the Work.
5. Notices. All notices, demands and other writings which shall be
required or which may be given under this Agreement shall be effective only if
given in writing and personally delivered or mailed (certified or registered
mail,
return receipt requested) to the respective recipient party as follows:
If to Lessor to: LaSalle National Bank of
Chicago as Trustee under
Trust No. 120294
c/o Mr. Thomas Grusecki
5060 River Road
Schiller Park, Illinois 60176
with copy of same to: Northern Builders, Inc.
5060 River Road
Schiller Park, Illinois 60176
If to Lessee to: Successories, Inc.
919 Springer Drive
Lombard, Illinois 60148
Attention: Mr. Timothy C. Dillon
If personally delivered, such notice, demand or writing shall be effective upon
receipt of same, and if mailed, such notice, demand or writing shall be
effective
upon the posting of same. The above addresses may be changed from time to
time by the respective parties by notice, but notice of change of address shall
be
effective only upon receipt thereof. Persons to whom copies of notices are to
be sent, as noted above, are to be sent copies for informational purposes
only, and the failure to receive or to send any such copy shall not affect
the validity of
notice otherwise given to a party in compliance with the provision of this
paragraph.
6. Termination. The obligations of Northern Builders hereunder
shall terminate on the date which is one (1) year after the date of Substantial
Completion of the Leased Premises, except that with respect to Work performed
or corrected within said one-year period, such obligations shall terminate on
the
date which is one (1) year after the performance or correction of such Work.
7. Guaranty of payment of penalty. To the extent Lessor under the
Lease as amended is responsible for any penalty for failure to Substantially
Complete the Leased Premises Northern Builders Inc. hereby guarantees the full
and complete payment to Successories of all penalty amounts due from Lessor.
8. Governing Law. The terms and provisions of this Agreement
shall be interpreted and construed in accordance with and governed by the laws
of
the State of Illinois.
NORTHERN BUILDERS, INC., SUCCESSORIES, INC.
an Illinois corporation an Illinois corporation
By: By:
EXHIBIT "A"
Legal Description
THAT PART OF WHITE OAK BUSINESS PARK UNIT 1, BEING A
SUBDIVISION OF PART OF THE SOUTHWEST QUARTER OF SECTION 5,
THE SOUTH HALF OF SECTION 6, AND THE NORTH HALF OF SECTION
7, TOWNSHIP 38 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JULY 6,
1990 AS DOCUMENT R90-083896 IN DUPAGE COUNTY, ILLINOIS, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
LOT 4, EXCEPT THE WESTERLY 343 FEET (AS MEASURED AT RIGHT
ANGLES TO THE WEST LINE THEREOF).
LOT 5, EXCEPT THAT PART DESCRIBED AS FOLLOWS: BEGINNING AT
THE SOUTHEAST CORNER OF SAID LOT; THENCE SOUTH 57 DEGREES
17 MINUTES 29 SECONDS WEST, 191.43 FEET ALONG THE NORTH LINE
OF DIEHL ROAD; THENCE NORTH 00 DEGREES 08 MINUTES 23
SECONDS EAST, 352.91 FEET TO THE EASTERLY LINE OF SAID LOT;
THENCE SOUTH 32 DEGREES 42 MINUTES 31 SECONDS EAST, 296.49
FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING, IN
DUPAGE COUNTY, ILLINOIS.
THAT PART OF LOT 6 DESCRIBED AS FOLLOWS: BEGINNING AT THE
NORTHWEST CORNER OF SAID LOT; THENCE EASTERLY, 8.58 FEET
ALONG THE SOUTHERLY LINE OF WHITE OAK CIRCLE, BEING ALONG
A CURVE CONCAVE TO THE SOUTH HAVING A RADIUM OF 473.00
FEET; THENCE SOUTH 00 DEGREES 08 MINUTES 23 SECONDS WEST,
417.46 FEET TO THE WESTERLY LINE OF SAID LOT; THENCE NORTH 32
DEGREES 42 MINUTES 31 SECONDS WEST, 18.05 FEET ALONG SAID
WESTERLY LINE TO AN ANGLE POINT; THENCE NORTH 00 DEGREES
21 MINUTES 28 SECONDS EAST, 400.00 FEET TO THE POINT OF
BEGINNING, IN DUPAGE COUNTY, ILLINOIS.
AND ALSO,
THAT PART OF WHITE OAK BUSINESS PARK UNIT 2, BEING A
SUBDIVISION OF PART OF THE SOUTH HALF OF SECTION 6 AND THE
NORTH HALF OF SECTION 7 TOWNSHIP 38 NORTH, RANGE 9 EAST OF
THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT
THEREOF RECORDED NOVEMBER 20, 1990 AS DOCUMENT R90-158261,
IN DUPAGE COUNTY, ILLINOIS, MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
ALL OF LOT 19.
LOT 20, EXCEPT THE WESTERLY 343 FEET (AS MEASURED AT RIGHT
ANGLES TO THE WEST LINE THEREOF).
FIRST AMENDMENT TO INDUSTRIAL BUILDING LEASE AGREEMENT
WHEREAS, LaSALLE NATIONAL BANK, Successor Trustee To:
LaSALLE NATIONAL TRUST, N.A., as Trustee under Trust Agreement dated
July 3, 1996, and known as Trust No. 120358, and SUCCESSORIES, INC., an
Illinois corporation (formerly known as CELEX GROUP, INC.), as Lessee, are
parties to that certain Industrial Building Lease, dated July 8, 1996, (the
"Lease"),
whereby Lessee has leased certain premises from Lessor, and Lessor has demised
to Lessee, a Building to be constructed on certain property located in
White Oak Business Park, Aurora, Illinois.
WHEREAS, Lessee and Lessor have agreed to amend the Lease as set
forth in this First Amendment.
NOW, THEREFORE, in consideration of the premises, the adequacy of
which is hereby acknowledged, the parties hereby agree as follows:
1. Legal Description. Exhibit A of the Lease, which sets forth the
legal description of the Leased Premises, is hereby deleted in its entirety and
replaced with Exhibit A, attached hereto and made apart hereof, herein
described as the "Leased Premises."
2. Lessee. Any reference in the Lease to Lessee shall mean:
SUCCESSORIES, INC., an Illinois corporation (formerly known as CELEX
GROUP, INC.).
3, Base Rent. The provisions of Section 2. be and hereby are
amended to provide as follows:
"Lessee covenants to pay to Lessor, during the term of this Lease, in
equal monthly installments on or before the first day of each month in
advance, and without any deductions or set off whatsoever, except as
otherwise expressly provided herein, and to pay the same to Lessor,
c/o Thomas D. Grusecki, 5060 River Road, Schiller Park, Illinois,
60176 or at such other place or to such other person as Lessor or his
agent may designate to Lessee in writing, in lawful money of the
United States of America.
Payments shall be as follows:
<TABLE>
<CAPTION>
Years Annual Payments Monthly
Payments
<S> <C> <C>
June 1, 1997 - May 31, 1998 $702,000.00 $58,500.00
June 1, 1998 - May 31, 1999 702,000.00 58,500.00
June 1, 1999 - May 31, 2000 702,000.00 48,400.00
June 1, 2000 - May 31, 2001 741,000.00 61,750.00
June 1, 2001 - May 31, 2002 759,200.00 63,266.66
June 1, 2002 - May 31, 2003 777,400.00 64,783.33
June 1, 2003 - May 31, 2004 796,900.00 66,408.33
June 1, 2004 - May 31, 2005 817,700.00 68,141.66
June 1, 2005 - May 31, 2006 837,200.00 69,766.66
June 1, 2006 - May 31, 2007 858,000.00 71,500.00
June 1, 2007 - May 31, 2008 880,100.00 73,341.66
June 1, 2008 - May 31, 2009 902,200.00 75,183.33
</TABLE>
This covenant to pay rent shall be independent of all other covenants
in this Lease. Notwithstanding the foregoing, Lessee's obligation to
pay rent hereunder, shall commence on the first day of the fourth
month after Substantial Completion as defined below. The Base Rent
for the first three months of the Lease term shall be abated."
4. Reserves and Security. The second paragraph of Section 13, is
hereby deleted in its entirety and replaced with the following new second
paragraph of Section 13.:
"Lessee has deposited with the Lessor the full amount of Security
Deposit set forth at page 3 of the Lease, in the nature of a cash deposit,
as security for the performance by Lessee of all of the covenants and
conditions required to be performed by Lessee under this Lease.
Lessee has also delivered to Lessor a guaranty executed by Arnold M.
Anderson and upon execution hereof, said guaranty shall be cancelled
and returned to Lessee by Lessor. In addition to the cash deposit,
Lessee shall deliver the guaranty of James M. Beltrame to Lessor, in
the form attached hereto and made a part hereof as Exhibit B, upon
execution of this First Amendment to Industrial Building Lease
Agreement. Lessee shall deliver an irrevocable Letter of Credit in the
amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00)
before taking possession of the Leased Premises, substantially in the
form attached hereto and made a part hereof as Exhibit D. At any time
prior to possession Lessee may deliver the irrevocable Letter of Credit
described in the preceding sentence and in exchange for such Letter of
Credit, Lessor shall cancel and return the guaranty of James M.
Beltrame. Lessee may, if it chooses, substitute a Letter of Credit for
the initial Security Deposit of One Hundred Thousand Seventy Five
Thousand Five Hundred and 00/100 Dollars ($175,500.00) by
increasing the Letter of Credit to the amount of Six Hundred Seventy
Five Thousand Five Hundred and 00/100 Dollars ($675,500.00) at the
time of the commencement of rent payments under the Lease. Lessee
acknowledges that delivery of possession is conditioned upon the
delivery to Lessor of the Letter of Credit for Five Hundred Thousand
and 00/100 Dollars ($500,000.00) plus the other security as herein
provided. The irrevocable Letter of Credit (which shall be in a form
and with a financial institution reasonably acceptable to Lessor) in the
amount as set forth above in favor of Lessor, shall be additional
security for the performance by Lessee of all covenants and conditions
required to be performed by Lessee under this Lease. Except as
otherwise provided herein, an irrevocable Letter of Credit shall be in
force for the term of this Lease. If an irrevocable Letter of Credit
provided hereunder is not renewed within ten (10) days of expiration,
Lessor shall have the right to draw upon said Letter of Credit. If
Lessee substitutes a Letter of Credit for the Security Deposit, the
amount of the Letter of Credit shall never be less than One Hundred
Seventy Five Thousand Five Hundred and 00/100 Dollars
($175,500.00). Provided the Lessee is not in default and has not been
in default, under the terms of the Lease, the additional security Letter
of Credit may be reduced by Lessee and Lessor shall consent and
obtain the holders consent for reductions as follows: (i) after the
expiration of the first year of this Lease, to an amount equal to Four
Hundred Thousand and 00/100 Dollars ($400,000.00); (ii) after the
expiration of the second year of this Lease, to an amount equal to
Three Hundred Thousand and 00/100 Dollars ($300,000.00); and (iii)
after the expiration of the third year of this Lease, to an amount equal
to Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00),
which Letter of Credit shall be renewed for each year during the
remaining term of the Lease. Annually, Lessee shall provide Lessor
with the Letter of Credit, as herein provided. Notwithstanding the
foregoing, at any time after the expiration of the third year of the
Lease, if Lessee provides Lessor with documents, satisfactory to
Lessor, which evidence that Lessee has a BBB or better rating by
Standard & Poors, or a comparable rating agency, then Lessor shall
waive the requirement for an irrevocable Letter of Credit as additional
security but not for the Letter of Credit for One Hundred Seventy Five
Thousand Five Hundred and 00/100 Dollars ($175,500.00). Any
reserves shall be promptly returned to Lessee and the irrevocable
Letter of Credit cancelled upon the expiration of the term of this
Lease, provided Lessee has satisfied and performed all its covenants
and obligations under the Lease. Prior to the time when Lessee shall be
entitled to the return of the Security Deposit, Lessor shall be entitled to
intermingle such deposits with its own funds and to use such sum for
such purposes as Lessor shall determine. Lessee shall not be entitled to
any interest on the Security Deposit. Lessor may, use, apply, or retain
all or part of such Security Deposit, including the absolute right to
collect under, or make a claim against, the irrevocable Letter of Credit,
for the payment of any unpaid rent and additional rent or any other
amount which Lessor may be required to spend by reason of default of
Lessee, including damages or deficiencies in the reletting of the
Leased Premises, regardless of whether the accrual of such damages or
deficiencies occurs before or after eviction or re-entry by Lessor. The
Security Deposit shall not be mortgaged, assigned, or encumbered by
Lessee without the written consent of Lessor, and any such
assignment, encumbrance, or mortgage without such consent shall not
bind Lessor. If the Leased Premises is sold to a bona fide purchaser,
Lessor shall have the right to transfer the Security Deposit to the
purchaser, subject to this Lease and the acknowledgement by the
transferee of the obligations hereunder, and Lessor shall then be
released from all liability for the return of the Security Deposit to the
Lessee. Lessee shall not apply the Security Deposit, in part or in
whole, to any months rental payment due under the Lease."
5. Construction of Improvements. The third paragraph of Section 28,
is hereby deleted in its entirety and replaced with the following new third
paragraph of Section 28.:
"Lessor's construction work in connection with the Improvements shall
be commenced promptly upon issuance of a building permit which
permit shall be issued within one week after execution of this I-ease
Amendment and shall be diligently pursued in order to have the
warehouse portion of the I-eased Premises Substantially Completed on
or before June 1, 1997, and the office portion Substantially Completed
by July 1, 1997, provided that if construction is delayed because of
Lessee's delay in approving the final plans and specifications for the
Improvements or changes, deletions or additions in the Approved
Plans and Specifications requested by Lessee, strikes, lockouts,
casualties, acts of God, war, governmental regulation or control,
delays initiated by the City which could not have reasonably been
prevented by Lessor or other causes beyond the reasonable control of
Lessor (any or all such events are herein sometimes referred to as
"Unavoidable Delays"), the date for Substantial Completion set forth
above shall be extended for the amount of time of such Unavoidable
Delays. Lessor shall advise Lessee within fifteen (15) days of the
occurrence of an Unavoidable Delay and to supply Lessee with a
revised construction schedule reflecting the additional time required to
Substantially Complete the Leased Premises, due to the Unavoidable
Delay(s). Lessor represents and warrants to Lessee, which
representation and warranty is a material inducement to lessee entering
into this First Amendment to the Lease, that the Lessor will
Substantially Complete the warehouse of the Leased Premises by June
1, 1997, and the office of the Leased Premises by July 1, 1997, subject
to extension by reason of Unavoidable Delays. Lessor affirms and
warrants that the Construction Schedule attached hereto and made a
part hereof as Exhibit C-1 is true, correct and reasonably achievable.
Lessor further acknowledges that Lessor is responsible for Substantial
Completion of the Leased Premises by June 1, 1997 and July 1, 1997
respectively and that adverse weather or seasonal related conditions
that are impediments to construction and material or labor shortages
are the responsibility of Lessor, and will not be deemed to be
Unavoidable Delays. As used in this Lease the term "Substantial
Completion", "Substantially Completed" or words of similar import
shall mean that (i) the Leased Premises are fully completed in
accordance with the Approved Plans and Specifications and are free
from any and all mechanics' lien claims arising out of all work in
connection therewith (other than claims filed which are insured over
by Chicago Title and Trust Company) and free from any and all
construction defects other than Punch List Items relating to Lessor's
construction, none of which shall interfere with Lessee's use and
occupancy of the Leased Premises for the conduct of its business, and
(ii) the City has granted permission for occupancy permitting Lessee to
take possession of the Leased Premises for set-up and subsequent use,
notwithstanding such Punch list Items and the date such governmental
consents and approvals which are the responsibility of Lessor have
been obtained so that Lessee can take possession. Except in the event
of an Unavoidable Delay, for every day after June I, 1997, which the
Leased Premises is not available to Lessee for set-up and subsequent
use due to Lessor's failure to Substantially Complete the Leased
Premises, Lessor agrees to pay to Lessee a $2000.00 penalty for each
day beyond such date that Substantial Completion is delayed up to and
including July 15, 1997. For each day of delay after July 15; 1997, the
penalty shall be Four Thousand and 00/100 Dollars ($4,000.00) per
day. The aggregate dollar amount of the daily penalty to be paid by
the Lessor shall be reduced by the rental penalty that the Lessee saves
by vacating warehouse space under one or more existing warehouse
leases (located at: 320 Eisenhower Lane, Lombard, Illinois; 64
Eisenhower Lane, Lombard, Illinois; 68 Eisenhower Lane, Lombard,
Illinois; and 1429 Centre Circle, Downers Grove, Illinois) provided the
materials stored in such warehouses are relocated to the Temporary
Space or the Leased Premises. Lessee shall upon execution of this
First Amendment deliver to Lessor, copies of all of Lessee's existing
Leases. Lessee shall use its best efforts to vacate the warehouse space
under its current warehouse leases by relocating the materials stored in
such warehouses to the Temporary Space or the Leased Premises to
minimize Lessor's penalty hereunder. Notwithstanding the foregoing,
the obligation to pay rent hereunder shall commence as herein
provided. The parties shall promptly upon Substantial Completion of
the Leased Premises agree upon the appropriate reduction of the
penalty as provided hereunder. The amount of the net penalty, if any,
shall be paid by Northern Builders, Inc., pursuant to its Construction
Completion and Warranty Agreement, on a weekly basis on Friday of
each week If Northern Builders, Inc. does not pay the amount due
hereunder, the deficiency shall be a set-off against the rent due from
Lessee hereunder.
30. Section 45 be and hereby is amended as follows:
Temporary Space. Lessor agrees to use its best efforts to obtain
for Lessee at no rental cost to lessee, Fifty Thousand (50,000) square feet
of warehouse space for use by Lessee as a warehouse facility as. of April
1, 1997. On March 1, 1997, Lessor shall notify Lessee in writing of all
available warehouse space owned directly or indirectly or under the
control of Lessor or Northern Builders, Inc in the greater Chicago area.
Lessee shall have ten (10) days to select tile space suitable for Lessee for
temporary warehouse facilities. All such space will be delivered to Lessee
in "As Is, Where Is" condition and Lessee shall be responsible for the
payment of all utilities, for insurance and occupancy expenses associated
with the occupancy of such space. Upon substantial completion of the
Leased Premises, Lessee shall promptly vacate the temporary space and
shall leave the Temporary Space in the same condition as existed on April
I, 1997.
7. Availability of Principal Officer of Lessee. Lessee agrees to and
shall provide unlimited access to its President, James M. Beltrame, for Lessor
and representatives of its contractor for a period of five (5) business days
commencing January 16, 1997 through January 22, 1997, to meet and complete such
construction plans, designs and requirements as are necessary to promptly
proceed with the construction and completion of the Improvements for June 1,
1997, and July 1, 1997 respectively, occupancy by Lessee. Any delay caused by
inability to obtain prior construction approval or the unavailability of James
M.
Beltrame as provided herein, shall be an additional event of Unavoidable Delay,
as set forth in the Lease.
The necessary construction submissions, revisions, modifications or changes
to the project ("Submissions") shall be submitted to Lessee for approval or
disapproval by Lessee. With each submission Lessor will advise Lessee of the
date by which approval must be received. If not approved or rejected by such
date
the submission shall be deemed approved. If Lessee requests information
regarding the effect of any rejection on Completion and the Construction
schedule
the Lessor shall promptly respond.
8. The following provision is added to the end of Section 39 of the
Lease:
"The Lessor shall pay the commission due in accordance with its
agreement with Stein and Company."
9. The following provision is added to the Lease:
46. Real Estate Tax Reserve. Lessor agrees to attempt to obtain
approval of its lender to waive any real estate tax reserve under its Loan
Commitment for the Leased Premises. If a waiver is obtained by Lessor
from its Lender, Lessee shall only be obligated to pay the real estate taxes
as such real estate taxes become due and payable and no reserve shall be
required.
10. Construction Completion and Warranty Agreement. Exhibit C of
the Lease, which is the Construction Completion and Warranty Agreement, is
hereby deleted in its entirety and replaced with Exhibit C, attached hereto and
made a part hereof.
11. Conflict. In the event of any conflict in the terms and provisions of
this Amendment, the Lease and any Submissions, the document bearing the latest
date shall control.
12. Except for the changes herein provided, all other terms and
provisions of the Lease, as amended, shall remain in full force and effect.
SEE RIDER ATTACHED HERETO AND MADE A PART HEREOF.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Industrial Building Lease as of this 15th day of January, 1997.
LESSOR: LaSALLE NATIONAL BANK, LESSEE:
SUCCESSOR TRUSTEE TO
LaSALLE NATIONAL TRUST, N.A., not SUCCESSORIES, INC,
individually and not personally, but as an Illinois corporation
Trustee under Trust Agreement dated (formerly known as
July 3, 1996 known as Trust Number CELEX GROUP, INC.)
120358
By: By: /s/ James Beltrame
Its: Vice President Its:
President
Attested: Attested:/s/ Timothy C. Dillon
Its: Assistant Secretary Its:
Secretary
First Amendment to Industrial Building Lease Agreement
RIDER ATTACHED TO AND MADE A PART OF/-DATED Jan 15, 1997
This First Amendment to Industrial Building Lease Agreement is executed by
LaSALLE NATIONAL, BANK not personally but as Trustee as aforesaid, in the
exercise of the power and authority conferred upon and vested in it as such
Trustee, and under the express direction of the beneficiaries of a certain
Trust Agreement dated July 3, 1996 and known as Trust No. 120358 at LaSALLE.
NATIONAL BANK, to all provisions of which Trust Agreement this LEASE is
expressly made subject. It is expressly understood and agreed that nothing
herein
or in said First Amendment to Industrial Building Lease Agreement contained
shall be construed as creating any liability whatsoever against said Trustee
personally, and in particular without limiting the generality of the foregoing,
there
shall be no personal liability to pay any indebtedness accruing hereunder or to
perform any covenants, either express or implied, herein contained, or to keep,
preserve or sequester any property of said Trust, and that all personal
liability of
said Trustee of every sort, if any, is hereby expressly waived by said Lessee,
and
that so far as said Trustee is concerned the owner of any indebtedness or
liability
accepting hereunder shall look solely to the premises hereby leased for the
payment thereof. It is further understood and agreed that said Trustee has no
agents or employees and merely holds naked legal title to the property herein
described; that said Trustee has no control over, and under this LEASE assumes
no responsibility for (l) the management or control of such property; (2) the
upkeep, inspection, maintenance or repair of such property; (3) the collection
of
rents or rental of such property; or (4) the conduct of any business which is
carried on upon such premises. Trustee does not warrant, indemnify, defend
title
nor is it responsible for any environmental damage.
REVISED: 1/2/97
EXHIBIT A
PARCEL DESCRIPTION
THAT PART OF WHITE OAK BUSINESS PARK UNIT 1, BEING A
SUBDIVISION OF PART OF THE SOUTHWEST QUARTER OF SECTION 5,
THE SOUTH HALF OF SECTION 6, AND THE NORTH HALF OF SECTION
7, TOWNSHIP 38 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JULY 6,
1990 AS DOCUMENT R90-083896 IN DUPAGE COUNTY, ILLINOIS, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
LOT 4, EXCEPT THE WESTERLY 343 FEET (AS MEASURED AT RIGHT
ANGLES TO THE WEST LINE THEREOF).
LOT 5, EXCEPT THAT PART DESCRIBED AS FOLLOWS: BEGINNING AT
THE SOUTHEAST CORNER OF SAID LOT; THENCE SOUTH 57 DEGREES
17 MINUTES 29 SECONDS WEST, 191.43 FEET ALONG THE NORTH LINE
OF DIEHL ROAD; THENCE NORTH 00 DEGREES 08 MINUTES 23
SECONDS EAST, 352.91 FEET TO THE EASTERLY LINE OF SAID LOT;
THENCE SOUTH 32 DEGREES 42 MINUTES 31 SECONDS EAST, 296.49
FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING, IN
DUPAGE COUNTY, ILLINOIS.
THAT PART OF LOT 6 DESCRIBED AS FOLLOWS: BEGINNING AT THE
NORTHWEST CORNER OF SAID LOT; THENCE EASTERLY, 8.58 FEET
ALONG THE SOUTHERLY LINE OF WHITE OAK CIRCLE, BEING ALONG
A CURVE CONCAVE TO THE SOUTH HAVING A RADIUM OF 473.00
FEET; THENCE SOUTH 00 DEGREES 08 MINUTES 23 SECONDS WEST,
417.46 FEET TO THE WESTERLY LINE OF SAID LOT; THENCE NORTH 32
DEGREES 42 MINUTES 31 SECONDS WEST, 18.05 FEET ALONG SAID
WESTERLY LINE TO AN ANGLE POINT; THENCE NORTH 00 DEGREES
21 MINUTES 28 SECONDS EAST, 400.00 FEET TO THE POINT OF
BEGINNING, IN DUPAGE COUNTY, ILLINOIS.
AND ALSO,
THAT PART OF WHITE OAK BUSINESS PARK UNIT 2, BEING A
SUBDIVISION OF PART OF THE SOUTH HALF OF SECTION 6 AND THE
NORTH HALF OF SECTION 7 TOWNSHIP 38 NORTH, RANGE 9 EAST OF
THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT
THEREOF RECORDED NOVEMBER 20, 1990 AS DOCUMENT R90-158261,
IN DUPAGE COUNTY, ILLINOIS, MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
ALL OF LOT 19.
LOT 20, EXCEPT THE WESTERLY 343 FEET (AS MEASURED AT RIGHT
ANGLES TO THE WEST LINE THEREOF).
EXHIBIT B
GUARANTEE
For value received, James M. Beltrame of Hinsdale, Illinois, hereby
guarantees payment of rent and prompt and satisfactory performance of all
obligations under the terms of the Industrial Building Lease Agreement dated
July
8, 1996, as amended by the First Amendment to Industrial Building Lease
Agreement of even date herewith, by and between LaSalle National Trust, N. A.
as Trustee under a trust agreement dated July 3, 1996 and known as Trust number
120358 as Lessor and Successories, Inc. (formerly known as Celex Group, Inc.),
as Lessee (hereinafter referred to as "Successories"). If Successories (Lessee)
defaults in the payment of any installment of the monthly base rent, or in the
payment of any other obligation, or in the performance of other obligations or
covenants under the terms of the Lease, James M. Beltrame as guarantor hereby
guarantees and shall pay the amount of such installment and additional payment
within ten (10) days after receipt of written notice of default and demand for
payment to Lessor.
If Successories defaults in the performance of any additional obligations
under the Lease, James M. Beltrame shall pay to Lessor on demand, all damages,
costs and expenses that Lessor is entitled to recover from Successories by
reason
of such default.
This guarantee shall continue in force until the Lessee has delivered to
Lessor a letter of credit in form and content reasonably acceptable to Lessor
as provided in the Lease, which may be provided before occupancy or until all
obligations of Successories under the Lease have been satisfied or until
Successories liability to Lessor under the Lease has been completely
discharged, whichever first occurs.
Notwithstanding the above, all guarantees provided for herein shall be
limited to an amount not to exceed Five Hundred Thousand Dollars ($500,000.00)
and any right of recovery hereunder shall be limited to such amount.
This guarantee shall be binding on the legal representatives, successors,
and assigns of the guarantor. Notice of acceptance of this guarantee is
expressly
waived.
IN WITNESS WHEREOF, James M. Beltrame, as guarantor, has
executed this guarantee at Lombard, Illinois, on the _____ day of January, 1997.
JAMES M. BELTRAME
SECOND LEASE AMENDMENT
SPECIFYING COMMENCEMENT DATE AND TERMINATION DATE
It is agreed between the parties herein that notwithstanding anything to the
contrary contained in the Lease, as amended, the actual Commencement Date of
the Lease for the Industrial Building Lease, dated July 8, 1997, by and between
LaSalle National Trust, N.A., as Trustee under Trust Agreement dated July 3,
1996, and known as Trust Number 120358, and Successories, Inc., an Illinois
corporation, for the property commonly known as 2520 Diehl Road, Aurora,
Illinois, is August 1, 1997 and the Termination Date of the Lease is July 31,
2009.
Except for the changes herein provided, all other terms and provisions of the
Lease, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Lease
Amendment Specifying Commencement and Termination Date as of this 31 day
of October, 1997.
LESSOR: LESSEE:
LaSALLE NATIONAL TRUST, N.A. not SUCCESSORIES, INC. an
individually and not personally, but as Illinois corporation (formerly
Trustee under Trust Agreement dated known as CELEX GROUP,
July 3, 1996 and known as Trust Number INC.)
120358
By: ______________________________ By:_____________________
Its: Its:
Attested:__________________________
Attested:_______________________
Its: Assistant Secretary Its: Secretary
AMERICAN NATIONAL BANK & TRUST COMPANY OF CHICAGO
LETTER OF CREDIT NO.
, 1997
Northern Builders, Inc.
5060 River Road
Schiller Park, IL 60176
RE: Successories, Inc.
We hereby establish our Irrevocable Standby Letter of Credit No. _____ in favor
of Northern Builders, Inc. ("Beneficiary") in the amount of Five Hundred
Thousand Dollars and NO/100ths Dollars ($500,000.00). This irrevocable letter
of credit will be used to secure payment under that certain Industrial Building
Lease, dated July 8, 1996, as amended, with SUCCESSORIES, INC. (formerly
known as Celex Group, Inc.) ("Customer"), for the lease of a certain commercial
warehouse and office facility to be constructed by the Beneficiary for Customer
on the real property located in White Oak Business Park, Aurora, Illinois.
This Irrevocable Letter of Credit shall remain in effect for the period of one
(1)
year from the date hereof, without regard to any default in payment or money
owed to us by the Customer and without regard to other claims which we may
have against the Customer. If within said one year from the date hereof we
receive written certification from the Beneficiary, signed by an authorized
officer,
reciting that:
(i) Customer has failed to pay rent or other charges due under an
Industrial Building Lease, dated July 8, 1996, as amended, by and
between LaSALLE NATIONAL TRUST, N.A., as Trustee under
Trust Agreement dated July 3, 1996, and known as Trust No.
120358, as Landlord, and SUCCESSORIES, INC., an Illinois
corporation (formerly known as CELEX GROUP, INC.), as Tenant,
which has not been timely cured; or
(ii) this Letter of Credit will expire in ten (10) business days or less
and SUCCESSORIES, INC., an Illinois corporation (formerly
known as CELEX GROUP, INC.) has failed to renew this Letter of
Credit or substitute an acceptable Letter of Credit, in either case
with an expiration date of one (1) year later than the current
expiration date of this Letter of Credit; or
(iii) SUCCESSORIES, INC., an Illinois corporation (formerly
known as CELEX GROUP, INC.) has otherwise defaulted under
the Lease and such default has not been timely cured,
Northern Builders, Inc.
____________ 1997
Page 2
you are authorized to draw upon American National Bank & Trust Company of
Chicago at sight at the office of American National Bank located at 33 N.
LaSalle
Street, Chicago, Illinois and upon presentation of this original Letter of
Credit. All
drafts must be marked: "Drawn under American National Bank and Trust
Company of Chicago Letter of Credit No. _______, dated ________________
1997".
The sum of this Irrevocable Letter of Credit shall be reduced by the amount of
any disbursements made hereunder, from time to time, in accordance with the
terms specified above.
Provided the Customer is not in default and has not been in default, under the
terms of the Industrial Building Lease, this Irrevocable Letter of Credit may
be reduced by the Customer and Beneficiary shall consent and obtain any
collateral assignee' consent for reductions as follows:
(i) after the expiration of the first year of the Industrial Building Lease,
to an
amount equal to Four Hundred Thousand and 00/100 Dollars ($400,000.00); (ii)
after the expiration of the second year of the Industrial Building Lease, to an
amount equal to Three Hundred Thousand and 001100 Dollars ($300,000.00); and
(iii) after the expiration of the third year of the Industrial Building Lease,
to an
amount equal to Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00),
which Letter of Credit shall be renewed by Customer for each year during the
remaining term of the Industrial Building Lease.
This credit is subject, so far as applicable, to the "Uniform Customs and
Practice
for Documentary Credits, 1993 Revision, the International Chamber of
Commerce Publication No. 500".
This Irrevocable Letter of Credit and the right to draw under this Irrevocable
Letter of Credit are transferable and collaterally assignable by the
Beneficiary.
Upon our receipt of written notification from Beneficiary of such transfer or
assign, we hereby agree to timely honor all drafts drawn and certificates, as
specified above, purporting to be signed by such transferee or assignee which
are
presented in accordance with the terms stated herein.
We hereby certify and agree that all drafts, drawn under and in compliance with
the terms of this credit will be duly honored by us on delivery of documents as
specified if presented at this office as indicated above no later than 4:00
p.m. on
____________ (subject to the following paragraph).
Northern Builders, Inc.
____________ 1997
Page 3
If this Irrevocable Letter of Credit is not renewed before _____________ for an
additional one (1) year term to expire on ______________, upon the same terms
as stated herein, such non-renewal will be considered an event of default
entitling
the Beneficiary, at its option, to draw upon this Irrevocable Letter of
Credit.
Notwithstanding the foregoing, nothing express or implied herein creates an
obligation upon us to renew the Irrevocable Letter of Credit on or before
___________________________
by:_______________________________
Vice President
cc: R. Tuerk (via facsimile no. 312-346-8242 and regular mail)
1
SECOND AMENDMENT TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Second Amendment") dated as of
May 14, 1998 by and among SUCCESSORIES, INC., an Illinois corporation,
CELEBRATING EXCELLENCE, INC., an Illinois corporation, SUCCESSORIES OF
ILLINOIS, INC., an Illinois corporation, CELEX SUCCESSORIES, INC., a
Canadian corporation, BRITISH LINKS ACQUISITION CORP., an Illinois
corporation, and B.L.G.C., INC., a Texas corporation, (hereinafter,
together with their successors in title and assigns called "Borrowers" and
each of which ers") and THE PROVIDENT BANK, an Ohio banking corporation
("Agent") and various Lenders as set forth in the Credit Agreement.
PRELIMINARY STATEMENT
WHEREAS, Borrowers, Agent and Lenders have entered into a Credit Agreement
dated as June 20, 1997, as amended by a First Amendment dated as of July 16,
1997 (the "Credit Agreement"); and
WHEREAS, Borrower have requested Agent and Lenders to adjust various of the
financial covenants set forth in the Credit Agreement; and
WHEREAS, Borrower, Agent and Lenders now wish to amend the Credit
Agreement in accordance with the terms and provisions hereof;
NOW, THEREFORE, the parties hereto agree to supplement and amend the Credit
Agreement upon such terms and conditions as follows:
1. Capitalized Terms. All capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement unless the context hereof
requires otherwise. Any definitions as capitalized terms set forth herein
shall be deemed incorporated into the Credit Agreement as amended by this
Second Amendment.
2. Definitions. The following definition contained in Section 1.2 of the
Loan Agreement is hereby amended in its entirety to read as follows:
"Audit Fee" means an amount, effective as of May 1, 1998, equal to Six
Thousand and 00/100 Dollars ($6,000.00) per annum, payable monthly in
arrears to the Agent for the sole benefit of Provident together with all
reasonable incidental out of pocket expenses associated with or incurred
by Agent in connection with the audits contemplated by Section 6.1(f).
3. Financial Covenants. Sections 7.1, 7.2, 7.3, 7.4, 7.5 and 7.6 of the
Credit Agreement are hereby amended in their entirety to read as set forth
in Exhibit 7A to this Second Amendment.
4. Waiver of Certain Covenants. (b) Borrower has requested that the Lender
waive the application of Sections 7.1 and 7.2 of the Credit Agreement as
they relate to the Reference Period ending closest to January 31, 1998.
The Lender hereby consents to such waiver of the application of Sections
7.1 and 7.2 of the Credit Agreement as they relate to the Reference Period
ending closest to January 31, 1998; provided, however, that the foregoing
waiver is conditioned upon EBITDA for the period ending closest to J
n the final audited financial statements, being at least $4,164,000.
5. Reaffirmation of Covenants, Warranties and Representations. Borrower
hereby agrees and covenants that all representations and warranties in the
Credit Agreement, including without limitation all of those warranties and
representations set forth in Article 5, are true and accurate as of the date
hereof. Borrower further reaffirms all covenants in the Credit Agreement,
and reaffirm each of the affirmative covenants set forth in Article 6 and
financial covenants set forth in Article 7 and negative covenan
of, as if fully set forth herein, except to the extent modified by this
Second Amendment.
6. Conditions Precedent to Closing of Second Amendment. On or prior to the
closing of the Second Amendment (hereinafter the "Second Amendment Closing
Date"), each of the following conditions precedent shall have been satisfied:
(a) Documents. Each of the documents to be executed and delivered at the
Second Amendment Closing and all other certificates, documents and
instruments to be executed in connection herewith shall have been duly and
properly authorized, executed and delivered by Borrower and shall be in full
force and effect on and as of the Second Amendment Closing Date.
(b) Legality of Transactions. No change in applicable law shall have
occurred as a consequence of which it shall have become and continue to be
unlawful (i) for Agent and each Lender to perform any of its agreements or
obligations under any of the Loan Documents, or (ii) for Borrower to perform
any of its agreements or obligations under any of the Loan Documents.
(c) Performance, Etc. Except as set forth herein, Borrower shall have duly
and properly performed, complied with and observed each of its covenants,
agreements and obligations contained in each of the Loan Documents. Except
as set forth herein, no event shall have occurred on or prior to the Second
Amendment Closing Date, and no condition shall exist on the Second Amendment
Closing Date, which constitutes a Default or an Event of Default.
(d) Amendments to Warrants. Successories, Inc. shall have issued to Agent
amendments to the four existing Warrants issued to Provident Financial
Group, Inc. amending the Purchase Price to $5.85 per share and extending
the expiration date of each Warrant by one year.
(e) Proceedings and Documents. All corporate, governmental and other
proceedings in connection with the transactions contemplated on the Second
Amendment Closing Date, each of the other Loan Documents and all instruments
and documents incidental thereto shall be in form and substance reasonably
satisfactory to Provident.
(f) Changes; None Adverse. Since the date of the most recent balance sheets
of Borrower delivered to Provident, no changes shall have occurred in the
assets, liabilities, financial condition, business, operations or prospects
of Borrower which, individually or in the aggregate, are material to Borrower,
and Provident shall have completed such review of the status of all current
and pending legal issues as Agent shall deem necessary or appropriate.
7. Miscellaneous. (a) Borrower shall reimburse Agent for all fees and
disbursements of legal counsel to Agent which shall have been incurred by
Agent in connection with the preparation, negotiation, review, execution and
delivery of this Second Amendment and the handling of any other matters
incidental hereto.
(b) All of the terms, conditions and provisions of the Agreement not
herein modified shall remain in full force and effect. In the event a term,
condition or provision of the Agreement conflicts with a term, condition or
provision of this Second Amendment, the latter shall govern.
(c) This Second Amendment shall be governed by and shall be construed and
interpreted in accordance with the laws of the State of Ohio.
(d) This Second Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns.
(e) This Second Amendment may be executed in several counterparts, each of
which shall constitute an original, but all which together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, this Second Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the day and in the
year first above written.
BORROWERS:
SUCCESSORIES, INC.
By:
Name:
Title:
CELEBRATING EXCELLENCE, INC.,
an Illinois corporation
By:
Name:
Title:
SUCCESSORIES OF ILLINOIS, INC.
an Illinois corporation
By:
Name:
Title:
CELEX SUCCESSORIES, INC.,
a Canadian corporation
By:
Name:
Title:
BRITISH LINKS ACQUISITION CORP.,
an Illinois corporation
By:
Name:
Title:
B.L.G.C., INC.,
a Texas corporation
By:
Name:
Title:
LENDERS:
THE PROVIDENT BANK
By:
Name: Nick Jevic
Title: Vice President
AGENT:
THE PROVIDENT BANK,
as Agent
By:
Name: Nick Jevic
Title: Vice President
EXHIBIT 7A
TO SECOND AMENDMENT TO CREDIT AGREEMENT
ARTICLE 7
FINANCIAL COVENANTS
Section 7.1 EBITDA. Borrowers shall not permit its EBITDA for the Reference
Period ending on each Computation Date set forth below to be less than the
dollar amount set forth below opposite such date:
Computation Date Consolidated
Closest to EBITDA
January 31, 1998 $4,164,000
April 30, 1998 $4,000,000
July 31, 1998 $4,200,000
October 31, 1998 $4,500,000
January 31, 1999 $5,300,000
April 30, 1999 $5,400,000
July 31, 1999 $5,500,000
October 31, 1999 $5,700,000
January 31, 2000 $6,200,000
April 30, 2000 $6,300,000
July 31, 2000 $6,500,000
October 31, 2000 $6,800,000
January 31, 2001 $6,800,000
Section 7.2 Interest Coverage Ratio. On each Computation Date, Borrowers
shall not permit the ratio of Consolidated EBITDA to Consolidated Cash
Interest Expense to be less than the amount set forth below opposite such date.
COMPUTATION DATE
closest to RATIO
January 31, 1998 Not Applicable
April 30, 1998, July 31, 1998,
October 31, 1998 3.0 to 1.0
January 31, 1999 4.0 to 1.0
April 30, 1999, July 31, 1999 4.5 to 1.0
October 31, 1999 and each
Computation Date thereafter 5.0 to 1.0
Section 7.3 Fixed Charge Coverage. Borrower shall not permit the
Consolidated ratio of Cash Flow to Fixed Charges for the Reference Period
ending on the dates set forth below to be
less than the amount set forth opposite such date:
COMPUTATION DATE
closest to RATIO
January 31, 1998, April 30, 1998,
July 31, 1998, October 31, 1998,
January 31, 1999, April 30, 1999 1.25 to 1.0
July 31, 1999 and
each Computation Date thereafter 1.5 to 1.0
Section 7.4 Minimum Net Worth. Borrowers shall not permit their Consolidated
Net Worth to be less than $12,000,000.00.
Section 7.5 Debt to EBITDA. As of each Computation Date, the Consolidated
ratio of Indebtedness for Borrowed Money outstanding as of such date to
EBITDA for the Reference Periods ending on the Computation Dates closest to
October 31, 1997, January 31, 1998, April 30, 1998, July 31, 1998 and
October 31, 1998 shall not exceed 3.5 to 1.0 and for the Reference Periods
ending on each Computation Date thereafter to exceed 3.0 to 1.0.
Section 7.6 Limitation on Capital Expenditures. Borrowers shall not make or
incur any Capital Expenditures in the aggregate during any of the periods
set forth below in excess of the maximum amount set forth below for such
period:
PERIOD CAPITAL EXPENDITURES
February 4, 1997 through
January 31, 1998 $4,600,000
February 1, 1998 through
January 31, 1999 $2,000,000
Each fiscal year thereafter $1,000,000
To the extent actual Capital Expenditures for any such period, other than
the fiscal year ending closest to January 31, 1999, shall be less than the
maximum amount set forth above for such period, the difference, up to 20% of
the original covenanted amount for such period, shall be available for excess
Capital Expenditures in the next immediately succeeding period only (to be
applied as though such carryover amount were the last dollar spent in such
succeeding period).
If any Borrower enters into a Capital Lease with respect to fixed assets,
for purposes of calculating Capital Expenditures under this Section, the
aggregate amount of all payments due for the entire term of such Capital
Lease (excluding, however, the interest portion of capitalized lease
payments or the interest portion of any other permitted Indebtedness)
shall be considered expended in full on the date that such Borrower
enters into such Capital Lease.
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] JAN-30-1999
[PERIOD-END] MAY-02-1998
[CASH] 1,228,000
[SECURITIES] 0
[RECEIVABLES] 5,668,000
[ALLOWANCES] 188,000
[INVENTORY] 11,159,000
[CURRENT-ASSETS] 20,691,000
[PP&E] 18,256,000
[DEPRECIATION] 7,804,000
[TOTAL-ASSETS] 39,723,000
[CURRENT-LIABILITIES] 12,094,000
[BONDS] 6,259,000
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 68,000
[OTHER-SE] 21,006,000
[TOTAL-LIABILITY-AND-EQUITY] 39,723,000
[SALES] 12,261,000
[TOTAL-REVENUES] 12,579,000
[CGS] 5,177,000
[TOTAL-COSTS] 8,410,000
[OTHER-EXPENSES] 26,000
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 341,000
[INCOME-PRETAX] (1,375,000)
[INCOME-TAX] 0
[INCOME-CONTINUING] (1,375,000)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (1,375,000)
[EPS-PRIMARY] (.20)
[EPS-DILUTED] (.20)
</TABLE>
