Circuit City 2005 Annual Report Download - page 101

amount and location of such Available Refusal Space) and an attached floor plan that shows the Available Refusal
Space; (ii) the date on which Landlord expects the Available Refusal Space to become available; (iii) the base rent for
the Available Refusal Space; and (iv) the term for the Available Refusal Space (which shall be no less than the
remainder of the Term of this Lease then in effect). Upon receipt of the Offer, Tenant shall have the right, for a period
of three (3) calendar days after receipt of the Offer, to exercise the Right of First Refusal by giving Landlord written
notice that Tenant desires to lease the Available Refusal Space at the base rent and upon the special terms and
conditions as are contained in the Offer. If the term of the Available Refusal Space expires after the Term of the Lease,
the Term of the Lease shall be extended to be coterminous with the term of the Available Refusal Space and the Annual
Base Rent per square foot for the existing Demised Premises during said extension shall be based upon the greater of (i)
the base rent per square foot for the Available Refusal Space or (ii) the Annual Base Rent per square foot of the
Demised Premises for the last year of the Term (including any escalation which would have occurred during any
extension of the Term pursuant to Special Stipulation 3 hereof). If Tenant has an extension option under this Lease and
the Term of this Lease is deemed extended to be coterminous with the expiration date set forth in the Offer, then the
applicable extension option shall be deemed exercised in its entirety and to thereafter be of no further force or effect.
(e) If, within such three (3)-
day period, Tenant exercises the Right of First Refusal, then Landlord and Tenant
shall amend the Lease to include the Available Refusal Space subject to the same terms and conditions as the Lease, as
modified, with respect to the Available Refusal Space, by the terms and conditions of the Offer. If this Lease is
guaranteed now or at anytime in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and
notarized reaffirmation of each Guarantor’s personal guaranty, in form and substance acceptable to Landlord.
(f) If, within such three (3)-day period, Tenant declines or fails to exercise the Right of First Refusal,
Landlord shall then have the right to lease the Available Refusal Space in portions or in its entirety to a third party,
unrelated to and unaffiliated with Landlord, at any time without regard to the restrictions in this Right of First Refusal
and on whatever terms and conditions Landlord may decide in its sole discretion, provided the base rent (as adjusted to
account for any changes in the tenant improvement allowance), additional rent and any rent concessions are not
substantially more favorable to such tenant than those set forth in the Offer, without again complying with all the
provisions of this Right of First Refusal.
(g) In the event that the Available Refusal Space is leased to such a third party, this Right of First Refusal
shall be subordinate to any extension or renewal options contained in said lease. Further, if at the end of the term of
said third party lease, said third party tenant desires to remain in the Refusal Space, Landlord shall be entitled to renew
said lease and this Right of First Refusal shall be subject and subordinate to said renewal.
(h) If Landlord desires to lease the Available Refusal Space at a base rent rate substantially less than the base
rent rate set forth in the Offer (provided, that if the base rent rate is at least ninety percent (90%) of the base rent rate set
forth in the Offer, said base rent rate shall be conclusively deemed to be not substantially less than the base rent set
forth in the Offer), or if Landlord desires to materially alter or modify the special terms and conditions of the Offer, if
any, Landlord shall be required to present the altered or modified Offer to Tenant pursuant to this Right of First
Refusal, in the same manner that the original Offer was submitted to Tenant.
(i) This Right of First Refusal is personal to Systemax, Inc. and shall become null and void upon the
occurrence of an assignment of Tenant’s interest in the Lease or a sublet of all or a part of the Demised Premises.
(j) This Right of First Refusal shall be null and void if Tenant is a holdover Tenant pursuant to Section 30(c)
of the Lease at the time Landlord is required to notify Tenant of the Offer or at the time Tenant exercises its Right of
Refusal.
3. Option to Extend Term .
(a) Landlord hereby grants to Tenant two (2) consecutive options to extend the Term for a period of five (5)
years each time, each option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner
provided in this Lease at least one hundred eighty (180) days prior to (but not more than two hundred ten (210) days
prior to) the expiration of the Term, as it may have been previously extended. No extension option may be exercised by
Tenant if an Event of Default has occurred and is then continuing or any facts or circumstances then exist which, with
the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise