Exhibit 10.25


 


SUBLEASE
AGREEMENT


 


THIS SUBLEASE AGREEMENT (the “Sublease Agreement”) is made effective
as of December 9, 2004, by and between Datalink Corporation, a Minnesota
corporation (“Sublessor”) and Checkpoint Security, Inc., a Pennsylvania
corporation  (“Sublessee”).


 


WHEREAS, Sublessor is tenant under that certain
lease agreement dated April 26, 2001, (the “Prime Lease” a copy of which
is attached hereto as Exhibit A) with Park Avenue Lofts LLC, a
Minnesota limited liability company (the “Landlord”) for the lease of an entire
building with an address of 8170 Upland Circle, Chanhassen, Minnesota 55317
(the “Building”) located on real property legally described in the Prime Lease
(the “Property”);


 


WHEREAS, Sublessee desires to sublease a portion of the
premises subject to the Prime Lease consisting of 54,732 square feet of office
space in the Building described and depicted in Exhibit B attached
hereto (the “Premises”) and Sublessor so desires to sublease the Premises;


 


WHEREAS, the parties desire to enter into this
Sublease Agreement for the sublease of the Premises; and


 


WHEREAS,
the Landlord has
consented to this Sublease Agreement on the page captioned “Landlord’s
Consent to Sublease Agreement” following the signature page hereof.


 


NOW,
THEREFORE, in
consideration of the above and the covenants and mutual agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in reliance upon the representations and
warranties contained herein, the parties agree as follows:


 


1.             BASIC TERMS.


 


This Section 1
contains the basic terms of this Sublease Agreement.  Other sections of this Sublease Agreement
referred to in this Section 1 explain and or defined these basic terms and
are to be read in conjunction with the basic terms.


 


1.1.          Date of Sublease Agreement:    December 9,            ,
2004.


 


1.2.          Sublessor:  Datalink Corporation, a Minnesota
corporation.


 


1.3.          Sublessee:  Checkpoint Security, Inc., a
Pennsylvania corporation.


 


1.4.          Premises: approximately 54,732 square
feet in the Building as described on Exhibit B attached hereto to
be subleased by Sublessee hereunder (See section 2).


 


1.5.          Rent: 
as defined and as set forth in Section 4.


 


1.6.          Term: Eighty-five (85) months commencing on
April 1, 2005 and ending on April 27, 2012 unless sooner terminated
or renewed as provided herein (See Section 3).


 


1.7.          Renewal Option:  One five (5) year renewal option (see Section 3).


 


1.8.          Permitted Uses: Operation by Sublessee’s
wholly-owned subsidiary Checkpoint Security Systems Group whose business
includes a 24x7 security monitoring business (see Section 5).


 


1.9.          Sublessee’s Guarantor:  None.


 


1.10.        Security Deposit:  None.


 





















 


	
  1.11.

  	
  Brokers:

  	
  Sublessor’s Broker:
  Welsh Companies,

  
	
   

  	
   

  	
  Sublesee’s Broker:  Watermark REV LCC (See Section 13).

  



 


1.12.        Exhibits A, B, C, D and E attached to this Sublease Agreement
are incorporated herein by reference and made a part of this Sublease
Agreement.


 


2.             SUBLEASE OF
PREMISES


 


2.1           Sublease Agreement.  Sublessor, in consideration of the Rent to be paid and covenants to be
performed by Sublessee as set forth in this Sublease Agreement, hereby
subleases and demises to Sublessee, and Sublessee hereby subleases from
Sublessor, the exclusive right to use the Premises on the terms and conditions
contained in this Sublease Agreement.


 


2.2           Rights and Obligations. 
Except as otherwise specifically provided in this Sublease Agreement, (a) this
Sublease Agreement is subject at all times to the terms and conditions set
forth in the Prime Lease, (b) Sublessor has all rights and privileges as “landlord”
under the Prime Lease with respect to the Premises and may enforce the same
against Sublessee, (c) Sublessee has all rights and privileges as “tenant”
under the Prime Lease with respect to the Premises and may enforce the same
against Sublessor, (d) Sublessee hereby expressly assumes and agrees to
perform all obligations, conditions, and covenants and abide by all terms that
Sublessor is bound by as “tenant” under the Prime Lease with respect to the
Premises, (e) Sublessee obtains and is granted no more rights and
privileges hereunder than Sublessor has as “tenant” under the Prime Lease with
respect to the Premises, and (f) Sublessor hereby assumes and agrees to
perform all obligations, conditions, and covenants and abide by all terms as “landlord”
under the Prime Lease with respect to the Premises.


 


3.             TERM


 


3.1           Initial Term.  The
term of this Sublease Agreement shall be for eighty-five (85) months commencing
on April 1, 2005 and terminating on April 27, 2012, unless sooner
terminated as provided in this Sublease Agreement (the “Initial Term”).  However, Sublessee shall be allowed full
access to the Premises after full execution of this Sublease Agreement
(including execution by Landlord of Landord’s Consent to Sublease Agreement
annexed hereto) for purposes of construction, set-up, and testing.  Early occupation or moving-in shall occur
during the month of March.  Sublessee
shall make every effort to not disrupt Sublessor’s operation during this
preparation and moving-in phase. 
Sublessee agrees to have in place prior to any access to the Premises,
the insurance requirements set forth in Section 9.  Sections 8 and 10 of this Sublease Agreement
shall apply to all activities of Sublessee during this preparation and move-in
phase.


 


3.2           Renewal Term.  Provided that this Sublease
Agreement is in full force and effect and Sublessee is not in default under the
terms of this Sublease Agreement, and the Premises are occupied by Sublessee’s
subsidiary named herein, Sublessor hereby grants to Sublessee the option to
extend the Initial Term (the “Renewal Option”) for one period of five (5) years
(the “Renewal Term”), on the same terms and conditions contained in this
Sublease Agreement except as follows:


 


(a)           Sublesee’s obligation to pay rent, taxes,
utilities and any other expense as a result of occupying and using the Premises
shall be on the same terms conditions as Sublessor’s obligations to pay such
amounts to the Landlord as set forth in the Prime Lease (on a pro rata basis
based on square feet and usage).


 


The Initial Term, as
extended by the Renewal Term (if applicable), shall be referred to as the “Term”.


 


3.3           Exercise of Renewal Option. 
Sublessor is required to provide Landlord with written notice of its
intent to exercise its option to renew the Prime Lease for an additional five (5) years
commencing the day after April 27, 2012 (the “Prime Lease Expiration Date”),
not less than two hundred seventy (270) days prior to the Prime Lease Expiration
Date or by July 31, 2011. To exercise Sublesee’s Renewal Option, Sublessee
must give Sublessor written notice of its intent to renew this Sublease
Agreement for the entire Renewal Term by June 30, 2011.  Upon timely receipt of such notice, Sublessor
shall provide written notice to Sublessee by July 15, 2011, of its intent
to renew or not renew the Prime Lease with Landlord. In the event Sublessor
determines not to renew its Prime Lease with the


 


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Landlord, Sublessee’s right to renew its possession of
the Premises for an additional period of five (5) years shall extend to
the entire Building, not just the Premises, on the same terms and conditions
contained in the Prime Lease, or such other terms as the Sublessee and Landlord
shall mutually agree.   In the event that
Sublessor chooses to not renew the Prime Lease and advises Sublessee to this
effect by July 15, 2011, Sublessee shall give written notice to Landlord
by July 31, 2011 advising whether it will be renewing its possession of
the Premises and the rest of the Building.


 


4.             RENT; RENT PAYMENTS.


 


4.1           Rent.  The annual
rent for the Premises during the Initial Term shall be as set forth on Exhibit C.   The Rent includes the costs of common area
management (such as snow removal, lawn care, garbage removal, janitorial
services, pest control services), common systems repairs such as HVAC,
electrical and plumbing, real estate taxes, and the following utilities:  gas, fuel, heat, water, sewer, electricity.  Sublessor agrees that its janitorial service
shall not have access to Sublessee’s Monitoring Center.  In turn, Sublessor shall pay the costs of
common area management and common systems repairs discussed in the previous
sentence to the appropriate third parties.  
Notwithstanding Section 4.1, it is expressly agreed between the
parties that Rent does not include the following items which shall be paid for
by Sublessee:


 


(a)           Telephone costs including separate lines,
local, long distance and toll free services;


 


(b)           Electricity in excess of Sublessor’s
normal office usage (such as would be the case with Sublesee’s 24x7 monitoring
call center) as determined by Sublessor’s electricity bills for the month or
months in question.  If there is an
excess exceeding 140% for a month or series of months taking into consideration
seasonal changes in Minnesota, Sublessor reserves the right to include and
Sublessee shall pay upon receipt of an invoice, a charge based on such excess
as determined by Sublessor in its good faith estimation based upon Sublessor’s
electricity bills.  At Sublessee’s
request, Sublessor shall share with Sublessee copies of past and current
electricity bills used in determining any excess electricity usage.


 


(c)           Care of the Premises pursuant to Section 8;


 


(d)           Additional security beyond that currently
provided by Sublessor including security guards, cameras in the parking lot,
key pads;


 


(e)           any other cost or expense expressly
stated herein.


 


4.2           Rent Payments. 
Commencing on April 1, 2005, Sublessee shall pay (a) Rent to
Sublessor in monthly installments in advance, on the fifth day of each and
every calendar month during the Term of this Sublease Agreement; and (b) in
the event any monthly installment of Rent is not paid within ten (10) days
of the date when due, a late charge in an amount equal to the late charge
assessed against Sublessor for the Premises (such late charge also referred to
as “Rent” hereunder).   Rent shall be
paid to Sublessor by bank check to the following address:


 


Datalink Corporation


8170 Upland Circle


Chanhassen, MN 55317-8589


Attention:
Facilities Department


 


4.3           Security Deposit. 
Sublessee shall not be required to submit a security deposit.


 


5.             USE OF PREMISES.


 


The
Premises shall be used by Sublessee’s wholly-owned subsidiary Checkpoint
Security Systems Group, whose business includes the operation of a 24x7
security monitoring business. The Premises shall be used by no other party and
for no other purpose whatsoever without the prior written consent of Sublessor.


 


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6.             OTHER AGREEMENTS REGARDING
THE PREMISES.


 


6.1           Parking.  Sublessor shall make available
for use by Sublessee at no additional cost to Sublessee, 220 parking stalls,
including certain reserved parking stalls (with signage provided by Sublessor)
in the parking lot located on the Property adjacent to the Building as
designated on Exhibit D  annexed hereto.


 


6.2           Shared Access. 
Sublessor shall make available for use by Sublessee at no additional
cost Sublessor’s back-up generator. Sublessor shall maintain the back-up
generator in accordance with standard UL testing applicable to the back-up
generator. Sublessor shall not be liable or responsible to Sublessee for any
damages whatsoever in the event the back-up generator fails. Sublessor and
Sublessee agree to not exceed in the aggregate 35% of the capacity of the
generator.


 


6.3           Lease of Furniture.  
Sublessor shall lease to Sublessee at no additional cost to Sublessee
furniture from Sublessor’s existing inventory to accommodate the offices, cubes
and various conference rooms in the Premises which furniture is identified on
the Exhibit D annexed hereto (the “Leased Property”).  Sublessee shall maintain and preserve the
Leased Property in accordance with Section 8.


 


6.4           Shared Reception Area.  The
parties agree that they shall share the current reception area.  Each party shall have a separate space within
the current reception area to place a receptionist, desk and work space.  Guests shall wait in the lobby area of the current
reception area which shall not be segregated. The parties shall use their best
efforts to cooperate with each other to maintain a mutually acceptable shared
reception area.


 


6.5           Controlled Access. 
Sublessor will install and pay for the cost of a controlled access
environment from the current reception area to the Premises.


 


6.6           Building Signage. 
Sublessor and Sublessee agree to share the monument sign in front of the
Building with each party displaying a sign thereon and agree to share the
applicable costs and expenses to make such change.  Sublessee shall also place a sign on the
fascia on the right-hand side of the lobby at its sole cost and expense.  At its sole cost and expense, Sublessor shall
remove its sign from the brick wall and shall place its sign on the fascia on
the left-hand side of the lobby.  Both of
Sublessee’s signs are subject to the prior approval of Sublessor which will not
be unreasonably withheld.


 


6.7           Building Security. 
Sublessee shall at its cost and expense install security cameras around
the perimeter of the Building.


 


6.8.          Eastern Entrance. The eastern entrance of the Building shall
be exclusively used by Sublessee.


 


7.             ALTERATIONS AND
IMPROVEMENTS.


 


7.1           General.   Sublessee has the right to
make alterations and improvements to the Premises in accordance with Section 11
of the Prime Lease. The cost and expense of all alterations and improvements by
Sublessee shall be borne by Sublessee except as specifically set forth in Section 7.3
below.


 


7.2           Monitoring Center Improvements.  It
is contemplated that Sublessee will convert approximately 7944 square feet of
the Premises on the first floor into a security monitoring center which will
require substantial construction (the “Improvements”).  Sublessee acknowledges and agrees that the
Improvements shall be made in strict compliance with Section 11 of the
Prime Lease and in accordance with the same construction terms which were
applicable to Sublessor in connection with its improvement to the Building
which are set forth in Schedule B (clauses 3(c)-(d)) to the Prime
Lease.   Before making the Improvements,
Sublessee shall provide Sublessor and Landlord with reasonably detailed plans
for the Improvements and shall obtain prior written consent from Sublessor and
Landlord prior to undertaking the approved Improvements.  Annexed hereto as Exhibit E are
Sublessee’s proposed plans for the Improvements to the Premises.  Sublessor’s signature to this Sublease
constitutes its consent to Sublessee’s plans for Improvements described in Exhibit E
and Landlord’s signature to the attached “Landlord’s Consent to Sublease
Agreement” constitutes Landlord’s consent to Sublessee’s plans for Improvements
described in Exhibit E.


 


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7.3           Sublessor’s Contribution to Improvements.  Upon
completion of the Improvements, and provided Sublessee has submitted to
Sublessor an itemized list of the cost of the Improvements for actual work
performed certified by the CFO of Sublessee, Sublessor shall contribute up to
$150,000 to the cost of constructing such improvements.  If the cost of the improvements exceed
Sublessor’s contribution, Sublessee shall have the sole responsibility for the
payment of the excess cost.  Sublessee
may request at anytime that portions of the Sublessor’s contribution be paid
out prior to the completion of the Improvements for direct payment to any
contractor or vendor upon the submission to Sublessor of invoices for work
performed or to be performed setting forth the name and address of the payee,
the work performed or to be performed, the amount of payment, and other
relevant information as may be reasonably requested by Sublessor. If, after
completing its Improvements, there remains a surplus from the $150,000,
Sublessee and Sublessor agree that Sublessee may apply such surplus to the
purchase of additional modular furniture.


 


7.4           Lien Prohibition. 
Sublessee expressly acknowledges and agrees to perform the obligations
under Section 11.3 of the Prime Lease as such relates to the Improvements;
namely the due payment of claims for labor and work in connection with the
Improvements and the prohibition of mechanic liens and the like attaching to
the Premises, Building or Property.


 


8.             CARE OF PREMISES.


 


8.1           No Damage or Alterations. 
Sublessee agrees that it will take reasonable care of the Premises, the
Building, and the Property and the fixtures and the appurtenances thereto.  Sublessee will permit no waste, and will not
do, suffer or permit to be done any injury to the Premises, the Building, and
the Property, and the fixtures and the appurtenances thereto. With the
exception of normal and customary wear and tear, Sublessee shall immediately
repair at its cost and expense any damage to the Premises, the Building, and
the Property, and the fixtures and the appurtenances thereto, if caused by
Sublesee’s employees, agents, independent contractors, visitors, guest or
customers or other person on site for Sublessee purposes howsoever caused by
(unless conclusively caused by Sublessor, its 
employees, agents, independent contractors, visitors, guest or customers
or other person on site for Sublessor purposes howsoever caused by) and restore
the damaged portion to the same condition prior to such damage. Sublessee
agrees that it will not do, suffer or permit to be done any act or thing
contrary to the covenants and agreements made by Sublessor in the Prime Lease
with respect to the Premises, the Building, or the Property.  Sublessee agrees that it will not suffer or
permit any additions to or alterations of the Premises except in accordance
with Section 7 of this Sublease Agreement


 


8.2           Upkeep of Interiors.  With
the exception of normal wear and tear, Sublessee shall at its expense maintain
and preserve the interiors of the Premises in the order, condition and state of
repair as delivered to Sublessee. 
Sublessor is responsible for all other repairs and maintenance,
including structural and non-structural repairs and replacements, and
preventive maintenance, to the Premises required of “tenant” in clauses 13 and 14
of the Prime Lease.  When Sulblessee
determines that repairs for which Sublessor is responsible are required,
Sublessee shall provide written notice to Sublessor of the specific repairs or
maintenance that is required and Sublessor shall have five days following
receipt of such notice to complete such repairs or maintenance.  In an emergency situation, Sublessee shall
notify Sublessor of the situation requiring immediate attention.  Upon receipt of such notification, Sublessor
shall ensure that an appropriately licensed contractor response and repairs the
equipment giving rise to the emergency situation on the same day that the
emergency occurred.  If Sublessor fails
to make any such repairs or maintain the Premises as required of “tenant”
pursuant to clauses 13 and 14 of the Prime Lease during the time frames
provided in this clause, Sublessee may secure such repairs or maintenance and
deduct the cost of such repairs or maintenance from future rent payments.


 


INDEMNIFICATION.


 


9.1           Sublessee’s Indemnification Obligation. Except to the extent of damage resulting
from the negligence, gross negligence or willful misconduct of Sublessor or its
authorized representatives, Sublessee agrees to protect, defend (with counsel
reasonably acceptable to Sublessor) and hold Sublessor and Sublessor’s lenders,
partners, members, property management company (if other than Sublessor),
agents, directors, officers, employees, representatives, successors, and
assigns (collectively, the “Sublessor’s Indemnitees”) harmless and indemnify  Sublessor and Sublesssor’s Indemnitees from
and against all liabilities, damages, claims, losses, judgments, charges and
expenses (including reasonable attorneys’ fees, costs of court and expenses
necessary in the prosecution or


 


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defense of any litigation including the
enforcement of this provision) arising from or in any way related to, directly
or indirectly, (i) Sublessee’s or Sublessee’s representatives’ use of the
Premises, (ii) the conduct of Sublessee’s business, (iii) from any
activity, work or thing done, permitted or suffered by Sublessee in or about
the Premises, (iv) any liability for injury to any person or injury or
damage to the property of any party resulting from the acts of Sublessee or
Sublessee’s representatives, (v) Sublessee’s negligence, gross negligence
or willful misconduct, and/or (vi) Sublessee’s failure to perform any
covenant or obligation of Sublessee under this Sublease.  Sublessee agrees that the obligations of
Sublessee herein shall survive the expiration or earlier termination of this
Sublease.


 


9.2           Sublessor’s Indemnification Obligation. 
Except to the extent of damage resulting from the negligence, gross
negligence or willful misconduct of Sublessee or its authorized representative,
Sublessor agrees to protect, defend (with counsel reasonably acceptable to
Sublessee) and hold Sublessee and Sublessee’s lenders, partners, members,
agents, directors, officers, employees, representatives, shareholders,
successors and assigns and each of their respective lenders, partners, members,
agents, directors, officers, employees, representatives, shareholders,
successors and assigns, (collectively, the “Sublessee’s Indemnitees”) harmless
and indemnify the Sublessee’s Indemnitees from and against all liabilities,
damages, claims, losses, judgments, charges and expenses (including reasonable
attorneys’ fees, costs of court and expenses necessary in the prosecution or
defense of any litigation including the enforcement of this provision) arising
from (i) Sublessor’s negligence, gross negligence or willful misconduct or
(ii) Sublessor’s breach of its obligations pursuant to clause 8 of this
Sublease.  Sublessor agrees that the
obligations of Sublessor herein shall survive the expiration or earlier
termination of this Sublease.


 


10.          INSURANCE.


 


10.1         Sublessor’s Insurance. 
Sublessor shall maintain insurance in accordance with its obligations
under the Prime Lease.


 


10.2         Sublessee Insurance. 
Sublessee shall purchase at its own expense and keep in force during the
Term a policy or policies of (i) “All-risk” property insurance covering
its contents on or about the Premises, the Improvements and the Leased Property
(and otherwise resulting from any acts or operations of Sublessee); (ii) commercial
general liability insurance, including personal injury and property damage, in
the amount of not less than One Million Dollars ($1,000,000.00) per occurrence
and Two Million Dollars ($2,000,000.00) annual general aggregate per location,
and comprehensive automobile liability insurance in the amount of One Million
Dollars ($1,000,000.00) covering Sublessee against any losses arising out of
liability for personal injuries or deaths of persons and property damage
occurring in or about the Premises, the Property, in the Building or elsewhere;
and (iii) Worker’s Compensation insurance in amounts required by
applicable law.  Said policies shall (a) (except
Workers’ Compensation) name Sublessor, Landlord, and any party holding an
interest to which this Sublease Agreement maybe subordinated as additional
insureds, (b) be issued by an insurance company with a Best rating of A-X
or better and otherwise reasonably acceptable to Sublessor and licensed to do
business in the state in which the Premises are located, (c) provide that
said insurance shall not be canceled or materially modified unless thirty (30)
days’ prior written notice shall have been given to Sublessor, (d) provide
coverage on an occurrence basis; (e) contain a severability of insured
parties provision and a cross liability endorsement; (g) be primary, not
contributing with, and not in excess of coverage which Sublessor or Landlord
may carry; (h) include a fire endorsement; and (i) otherwise be in
such form and include such coverages as Sublessor may reasonably require.  Said policy or policies or, at Sublessor’s
option, a certificate of insurance on the so-called “ACORD” form 27 evidencing
said policies, shall be delivered to Sublessor and Landlord by Sublessee upon
commencement of the Sublease Agreement and renewals thereof shall be delivered
at least thirty (30) days prior to the expiration of said insurance.  Sublessor and Sublessee agree that Sublessee
shall insure the furniture of Sublessor that Sublessee is using which has an
approximate replacement value of $435,500.00.


 


10.3         Waiver of Subrogation.  To
the extent permitted by law, and without affecting the coverage provided by
insurance required to be maintained hereunder Sublessor and Sublessee each
waive any right to recover against the other (a) damages for injury to or
death of persons, (b) damages to property, (c) damages to the
Premises or any part thereof or (d) claims arising by reason of the
foregoing, to the extent such damages and claims are insured against or
required to be insured against by Sublessor or Sublessee under this Sublease
Agreement and to the extent that insurance proceeds are received.  This provision is intended to waive, fully
and for the benefit of each party, any rights and/or claims which might give
rise to a right of subrogation by any insurance carrier.  The


 


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coverage obtained by
Sublessee pursuant to this Sublease Agreement shall include, if obtainable, a
waiver of subrogation by the carrier which conforms to the provisions of this
section.


 


11.          EVENT OF DEFAULT.


 


11.1         Event of Default. Without limiting the other terms and provisions of
this Sublease Agreement, each of the following shall constitute an event of
default by Sublessee under this Sublease Agreement (each a “Default”):


 


(a) if Sublessee fails to pay Rent or any other
payment when due hereunder; or


 


(b) if Sublessee fails, whether by action or
inaction, to timely comply with, or satisfy, any or all of the obligations
imposed on Sublessee under this Sublease Agreement (other than the obligation
to pay Rent) for a period of thirty (30) days after Sublessor’s delivery to
Sublessee of written notice of such default; provided however, that if the
default cannot, by its nature, be cured within such thirty (30) day cure
period, then Sublessor shall not exercise its remedies under Section 12
unless such default remains uncured for more than sixty (60) days after
Sublessor’s notice, or


 


(c)  If Sublessee makes an assignment for the
benefit of creditors, or files a voluntary petition under any state or federal
bankruptcy or insolvency law, or an involuntary petition alleging an act of
bankruptcy or insolvency is filed against Sublessee under any state or federal
bankruptcy or insolvency law that is not dismissed within ninety (90) days, or
whenever a petition is filed by or against (to the extent not dismissed within
ninety (90) days) Sublessee under the reorganization provisions of the United
States Bankruptcy Code or under the provisions of any law or like import, or whenever
a petition shall be filed by Sublessee under the arrangement provisions of the
United States Bankruptcy Code or similar law, or whenever a receiver of
Sublessee, or of, or for, the property of Sublessee shall be appointed, or
Sublessee admits it is insolvent or is not able to pay its debts as they
mature.


 


12.          RIGHTS AND REMEDIES.


 


12.1         Sublessor’s Right to Cure Upon Default of
Sublessee.  In the event of any Default by Sublessee,
Sublessor, without thereby waiving such default, may (but shall not be obligated
to) perform the same for the account, and at the expense of, Sublessee.


 


12.2         Sublessor’s Remedies.  In
the event of any Default by Sublessee, Sublessor, at its option, and after the
proper notice and cure period, as provided in Section 11 (if applicable)
has expired, may, in addition to all other rights and remedies provided in this
Sublease Agreement, or otherwise at law or in equity, terminate this Agreement
and Sublessee’s right of possession of the Premise, and recover all damages to
which Sublessor is entitled under Minnesota law.


 


12.3         Other Provisions. 
Sections 22.3 and 22.4 of the Prime Lease shall apply as if Sublessor is
“landlord” and Sublessee is “tenant”.


 


13.          BROKER


 


Sublessor
shall pay the broker’s fees for each of Sublessor’s and Sublessee’s brokers
named in Section 1.11 of this Sublease Agreement.  Each party agrees to and hereby does defend,
indemnify and hold the other party harmless against and from any brokerage
commissions or finder’s fees or claims therefor by a broker (other than the
brokers named in Section 1.11) or other party claiming to have dealt with
the indemnifying party and all costs, expenses and liabilities in connection
therewith, including, without limitation, reasonable attorneys’ fees and
expenses, for any breach of the foregoing. 
The foregoing indemnification shall survive the termination of this
Sublease Agreement for any reason.


 


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14.          NOTICES.


 


All
notices and communications from any party to the other shall be in writing and
shall be deemed to have been duly given or served if sent by (a) first
class certified or registered mail, return receipt requested, postage prepaid,
or by (b) personal delivery, to the party or parties at the addresses set
forth below:


 


If
to Sublessor:


Datalink
Corporation


8170
Upland Circle


Chanhassen,
MN 55317-8589


Attention:
Facilities Department


 


If to Sublessee:


 


Checkpoint Security, Inc.


c/o Checkpoint Security Systems Group


8170
Upland Circle


Chanhassen,
MN 55317-8589


Attention:  Nicholas
Khalil


 


and
shall be deemed effective three (3) days after deposit in the mail, if
sent by certified or registered mail, or upon receipt of personal delivery if
personally delivered.  Unless otherwise
stated herein, all notices required of Sublessee under this Sublease, or as “tenant”
under the Prime Lease, will be submitted to Sublessor, who, in turn, will
forward such notices to Landlord.


 


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15.          MISCELLANEOUS.


 


The
following sections of Section 24 of the Prime Lease shall apply as if
Sublessor is “Landlord” and Sublessee is “Tenant”:  24.1, 24.3, 24.5, 24.6, 24.7, 24.8, 24.9, 24.12.  All other sections of Section 24 not
listed herein shall not apply.


 


IN WITNESS WHEREOF, the parties have executed this Sublease
Agreement by their duly authorized representatives, effective as of the day and
year first above written.


 


	
  SUBLESSOR:

  	
  SUBLESSEE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATALINK CORPORATION

  	
  CHECKPOINT
  SECURITY, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Greg Meland

  	
   

  	
  By:

  	
   

  	
  /s/ Steven J. Champeau

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
  CEO

  	
   

  	
  Its:

  	
   

  	
   V.P./General
  Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


9





















 


LANDLORD’S CONSENT TO SUBLEASE AGREEMENT


 


The
undersigned landlord (“Landlord”) enters into this Consent to Sublease
Agreement this 13th of December, 2004, in connection with and a condition to
the Sublease Agreement (the “Sublease Agreement”) dated December 9, 2004, by
and between Datalink Corporation, a Minnesota corporation (“Sublessor”) and
Checkpoint Security, Inc., a Pennsylvania corporation (“Sublessee”).
Capitalized terms used herein shall have the same meaning as set forth in the
Sublease Agreement.


 


Landlord
hereby agrees as follows:


 


1.             This Consent to Sublease Agreement is
delivered for the benefit of each of Sublessor and Sublessee and each may rely
on this.


 


2.             Landlord hereby consents to the sublease of
the Premises by Sublessor to Sublessee on the terms and conditions contained in
the Sublease Agreement.


 


3.             So long as Sublessee is not in Default under
the Sublease Agreement in a payment or performance obligation, all as provided
in the Sublease Agreement, the amount of Sublessee’s Rent as defined in Section 4
and Exhibit C of this Sublease shall remain unchanged, and Sublessee’s
possession and occupancy of the Premises during the Term shall not be
diminished or interfered with by the undersigned Landlord, for any reason
whatsoever including but not limited to default of the Prime Lease for any
reason by Sublessor during the Term of the Sublease Agreement.


 


4.             In the event that Sublessor is in Default of
the Prime Lease, Landlord shall provide Sublessee with a copy of the notice of
default sent to Sublessor.


 


5.             Landlord hereby expressly agrees to Sublessee’s
right to renew its possession of the Premises to the entire Building should Sublessor
not exercise its renewal option, all as set forth in Sections 3.2 and 3.3 of
the Sublease Agreement provided Sublessee has notified Landlord by June 30,
2011 of its intent to renew possession of the Premises and the entire Building.


 


6.             Landlord hereby approves Sublessee’s proposed
Improvements to the Premises as contained in Exhibit E annexed
hereto.


 


	
  LANDLORD:

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Its:

  	
   

  	
   

  



 


10





















 


EXHIBIT
A


 


PRIME
LEASE


 


11





















 


EXHIBIT B


 


PREMISES


 


See the attached outline
of the Premises consisting of the following areas:


 


	
  Entire 2nd
  floor of Building [except for computer room]. 

  	
   

  	
  45,978 square
  feet

  
	
   

  	
   

  	
   

  
	
  1st floor
  Customer Center

  	
   

  	
  7,944 square
  feet

  
	
   

  	
   

  	
   

  
	
  1⁄2 of shared reception
  area and elevator

  	
   

  	
  810 square feet

  
	
   

  	
   

  	
   

  
	
  Approximate area
  subleased by Sublessee

  	
   

  	
  54,732 square
  feet

  



 


The eastern entrance of
the Building shall be exclusively used by Sublessee.


 


12





















 


EXHIBIT
C


 


RENT


 


Initial Term. RENT during the Initial Term shall be as follows:


 




	
  Months

  	
   

  	
  Gross Rent PSF

  	
   

  	
  Rent/Month

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-9

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10-24

  	
   

  	
  $

  	
  12.00

  	
   

  	
  $

  	
  54,732

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25-36

  	
   

  	
  $

  	
  12.25

  	
   

  	
  $

  	
  55,872

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37-48

  	
   

  	
  $

  	
  12.50

  	
   

  	
  $

  	
  57,012

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  49-60

  	
   

  	
  $

  	
  12.75

  	
   

  	
  $

  	
  58,152

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  61-72

  	
   

  	
  $

  	
  13.00

  	
   

  	
  $

  	
  59,293

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  73-85

  	
   

  	
  $

  	
  13.25

  	
   

  	
  $

  	
  60,433

  	
   

  






 


13





















 


EXHIBIT
D


 


LISTS
OF PARKING SPACES AND LEASED (PERSONAL) PROPERTY


 


Leased
Property


 


	
  Qty

  	
  70

  	
  Teknion
  Modular Standard Configuration Work Stations

  



 


Datalink
Corporation Asset Control # Sequence


 


	
   

  	
   

  	
  006130
  – 006200

  



 


	
  Qty

  	
  15

  	
  Teknion
  Standard Office Sets

  



 


Datalink
Corporation Asset Control # Sequence


 


	
   

  	
   

  	
  006201
  – 006221

  



 


	
  Qty

  	
  6

  	
  Teknion
  Standard Conference Room Table & Chair Sets

  



 


Datalink
Corporation Asset Control # Sequence


 


	
   

  	
   

  	
  006222
  – 006228

  



 


Dedicated
Parking Spaces:


 


	
  Qty

  	
  11

  	
  Standard
  Parking Spaces – Located Directly At The

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E/SE
  End Of The Building – A Portion Of The 220

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total
  Stalls available for use by Sublessee- Applicable Signage Provided by
  Sublessor

  



 


14





















 


EXHIBIT
E


 


SUBLESSEE’S
IMPROVEMENTS


 


15