INFINITY PROPERTY & CASUALTY CORP
EX-10.24
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<TYPE>EX-10.24
<SEQUENCE>20
<FILENAME>l99910aexv10w24.txt
<DESCRIPTION>EX-10.24
<TEXT>
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                                                                   Exhibit 10.24

                               SUBLEASE AGREEMENT

This Agreement is made and entered into this 1st day of January, 2003 by and
between GREAT AMERICAN INSURANCE COMPANY, an Ohio corporation with its principal
office located at 580 Walnut Street, Cincinnati, Ohio ("Sublessor"), and
INFINITY PROPERTY AND CASUALTY CORPORATION, an Ohio corporation with its
principal office located at 2204 Lakeshore Drive, Birmingham, Alabama 35209
("Sublessee").

                                    RECITALS

A.      Sublessor entered into a certain lease with Brandywine Operating
        Partnership, L.P. ("Landlord") dated December 29, 1999 ("Master Lease"),
        a copy of which is attached hereto as Exhibit A and made a part hereof,
        wherein Sublessor rented space in the building located at 748 Springdale
        Drive, Exton, Pennsylvania (the "Building"). The space which is subject
        to the Master Lease is called the "Premises".

B.      Sublessor is transferring certain of its insurance business and
        Sublessee or an affiliate will thereafter be servicing certain of such
        business. Sublessee desires to sublease from Sublessor the entire
        Premises, which constitutes one hundred percent (100%) ("Sublessee's
        Percentage") of the Premises and Sublessor will retain zero percent (0%)
        ("Sublessor's Percentage") of the Premises.

NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties agree as follows:

                              TERMS AND CONDITIONS

        1. Premises: Sublessor hereby leases the Premises to Sublessee, and
Sublessee hereby leases the Premises from Sublessor for those uses set forth in
the Master Lease and for no other purpose.

        2. Term: The term of this Sublease shall commence on January 1, 2003 and
shall expire December 31, 2004. This Sublease shall automatically expire if the
Master Lease expires or is terminated.

        3. Rental: Sublessee hereby agrees to pay to Sublessor Sublessee's
Percentage of the same rent as computed, required and set forth in the Master
Lease, payable in monthly installments due and payable on the date payable under
the Master Lease at Sublessor's office at 580 Walnut Street, Cincinnati, Ohio
45202 or at such other place as Sublessor may from time to time designate by
written notice to Sublessee.

        4. Renewal: Provided the Master Lease will, according to its terms, be
in effect for the full renewal term, Sublessee shall have the right to renew
this Sublease for one additional term of two years. Sublessee shall exercise its
renewal rights by written notice to Sublessor not later than one hundred twenty
(120) days prior to the end of the then expiring term.

        5. Representations: Sublessor hereby warrants and represents that it is
now leasing the Premises pursuant to the terms and provisions set forth in the
Master Lease, that a true and


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complete copy of the Master Lease is attached hereto as Exhibit A, that the
Master Lease is in full force and effect, and that Sublessor has a valid
leasehold interest in the Premises under the Master Lease; that neither the
Master Lease nor any of the obligations, duties, and responsibilities of the
Sublessor or of the Landlord under the Master Lease ("Master Landlord") have
been amended, modified, or altered in any manner whatsoever; and that there
exists no circumstance, condition or act of default which would entitle or
permit the Master Landlord to terminate the Master Lease or to abridge any
rights of Sublessor as Tenant thereunder. Sublessor covenants that it will not
modify or surrender the Master Lease without the prior written consent of
Sublessee, and represents that is has full right, power and authority under the
Master Lease and otherwise to enter into this Sublease.

        6. Master Lease:


                A. All the obligations contained in the Master Lease conferred
        and imposed upon Sublessor (as Tenant therein) shall be borne by
        Sublessor and Sublessee in accordance with the Sublessor's Percentage
        and the Sublessee's Percentage, respectively, except as modified and
        amended by this Sublease, and all rights and privileges contained in the
        Master Lease conferred upon Sublessor (as Tenant therein), are hereby
        conferred and imposed upon Sublessee, to the extent of Sublessee's
        Percentage. Sublessor covenants and agrees it will make payment of the
        rentals reserved under the Master Lease as and when due, will perform
        Sublessor's insurance obligations under the Master Lease, and will
        otherwise fully and faithfully perform the terms and conditions of the
        Master Lease with respect to the Sublessor's Percentage. Sublessee
        covenants and agrees to otherwise fully and faithfully perform the terms
        and conditions of the Master Lease and the Sublease on its part to be
        performed. Neither the Sublessor nor Sublessee shall do or cause to be
        done any act which would or might cause the Master Lease, or the rights
        of Sublessor as tenant under the Master Lease to be endangered,
        cancelled, terminated, forfeited or surrendered, or which would or might
        cause Sublessor to be in default thereunder or liable for any damage,
        claim or penalty. Sublessee agrees, as an express inducement for
        Sublessor executing this Sublease, that if there is any conflict between
        the provisions of the Master Lease and this Sublease which would permit
        Sublessee to do or cause to be done any act which is prohibited by the
        Master Lease then the provisions of the Master Lease shall prevail.

                B. Sublessee shall pay to Sublessor, within ten (10) days after
        demand therefor by Sublessor, Sublessee's Percentage of any and all sums
        (except fixed annual rent payable under the Master Lease) due pursuant
        to the Master Lease. Sublessor shall not demand such payment prior to
        the date which is thirty (30) days before the date any such sum shall be
        due and owing under the Master Lease.

                C. Notwithstanding anything to the contrary herein contained,
        Sublessor shall have no duty itself to perform any obligations of the
        Master Landlord, nor shall such default of the Master Landlord affect
        this Sublease or waive or defer the performance of any of Sublessee' s
        obligations hereunder; provided, nevertheless, that in the event of any
        such default or failure of performance by Master Landlord, Sublessor
        agrees, upon notice from Sublessee, to make immediate demand upon Master
        Landlord to perform its obligations under the Master Lease.


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        7. Default:

                A. If Sublessee defaults in the performance of any of its
        obligations hereunder, and such default continues for five (5) days
        after the giving of notice of such default with respect to the failure
        to pay any monies, or ten (10) days after the giving of notice of
        default with respect to the failure to perform or comply with any
        non-monetary obligations of Sublessee hereunder, then Sublessor may cure
        any such default and add the cost thereof (including reasonable
        attorneys' fees) to rent or terminate this Sublease upon giving three
        (3) days notice of termination to Sublessee. Sublessee shall have
        reasonable additional time beyond ten (10) days to cure a non-monetary
        default if Sublessee has commenced to cure same within said ten (10)
        days and thereafter proceeds with due diligence to cure same.

                B. Notwithstanding anything to the contrary contained herein,
        Sublessor may terminate this Sublease on three (3) days notice of
        termination (without having given prior notice of default) if in the
        reasonable apprehension of Sublessor the act or omission of Sublessee
        would cause a default under the Master Lease such as would entitle the
        Master Landlord within said period to terminate the Master Lease.

                C. In the event of Sublessee's default hereunder Sublessee shall
        remain liable for all rent and other sums due under the Sublease for the
        remainder of what would have been the term, for all damages arising out
        of its default and for all costs incurred in connection with any
        re-letting of the Premises. Sublessor shall have the right to re-enter
        and take possession of the Premises in the event of a termination for
        default. In addition to any and all remedies set forth herein Sublessor
        shall have all remedies available at law or in equity and any and all
        remedies shall be cumulative and non-exclusive. Sublessor shall in any
        event, remain liable for all obligations imposed upon it by the Master
        Lease.

        8. No Representations: Sublessor makes no representations with respect
to this transaction or the Premises, except as specifically set forth herein,
and Sublessee expressly acknowledges that no such representations have been
made. Sublessee takes the Premises in their "as is" condition, subject to
reasonable wear and tear. Sublessor warrants that the Premises shall, at the
time possession is delivered to Sublessee, be in substantially the same
condition as the date of execution of this Sublease.

        9. Mechanics Liens: Sublessee shall cause no mechanics liens to be
placed against the Premises or any portion thereof.

        10. Surrender: Sublessee shall surrender the Premises upon termination
of this Sublease in the same condition as on the date of commencement, subject
to ordinary wear and tear, casualty loss and damage caused by Sublessor or
Sublessor's Employees.

        11. Notices: All notices, demands, submissions and consents required
hereunder shall be in writing and shall be deemed given if sent by certified
mail, return receipt requested postage prepaid (a) to Sublessee, at the address
of Sublessee as hereinabove set forth or such other address as Sublessee may
designate by notice to Sublessor, or (b) to Sublessor, at the address
hereinabove set forth, or such other address as Sublessor may designate by
notice to Sublessee.


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        12. Liability Insurance: Sublessor is presently maintaining, and will
continue to maintain, general public liability insurance with respect to the
Premises for amounts in excess of $1,000,000 up to $25,000,000 per occurrence,
and will cause Sublessee to be an additional named insured under such policy up
to $25,000,000. Sublessee will reimburse Sublessor for Sublessee' s Percentage
of the premiums for such insurance that are attributable to the term of this
Sublease. Sublessee will defend, indemnify and hold harmless Sublessor for any
loss, damage or liability relating to the Premises caused by Sublessee or
Sublessee's agents, contractors, employees, invitees or licensees, up to
$1,000,000. In addition, Sublessee will indemnify Sublessor for any loss, damage
or liability caused by Sublessee not covered by Sublessor's general public
liability insurance.

        13. Contents Insurance: Sublessor is presently maintaining, and will
continue to maintain, casualty insurance with respect to the personal property
located in the Premises, with a deductible not greater than $100,000 per
occurrence, and will cause Sublessee to be named as a loss payee under such
policy. Sublessee will reimburse Sublessor for Sublessee's Percentage of the
premiums for such insurance that are attributable to the term of this Sublease.
Sublessee will indemnify Sublessor against loss or damage to the personal
property located on the Premises caused by Sublessee or Sublessee's Employees,
up to the amount of the insurance deductible (which shall not exceed $100,000
per occurrence).

        14. Indemnification:

                A. Sublessee's Indemnity of Sublessor. Sublessee shall indemnify
        and hold Sublessor harmless against any and all claims, liabilities,
        damages or losses, and any attorneys fees and other incidental expenses,
        resulting from injury or death of any person or damage to property
        occurring on or about the Premises or arising in conjunction with the
        use and occupancy of the Premises by Sublessee or others claiming under
        Sublessee.

                B. Sublessor's Indemnity of Sublessee. Sublessor shall indemnify
        and hold Sublessee harmless against any and all claims, liabilities,
        damages or losses, and any attorneys fees and other incidental expenses,
        resulting from injury or death of any person or damage to property
        occurring on or about the Premises or arising in conjunction with the
        use and occupancy of the Premises by Sublessor or others claiming under
        Sublessor.

        15. Alterations: Sublessee shall not make any alterations or additions
to the Premises without first obtaining Sublessor's and Master Landlord's
consent.

        16. Assignment: Without the prior written consent of Sublessor, and
Master Landlord, neither Sublessee, nor Sublessee' s legal representatives or
successors in interest by operation of law or otherwise, shall assign or
mortgage this Sublease, or sublet or license the whole or any part of the
Premises or permit the Premises or any part thereof to be used or occupied by
others. Any consent by Sublessor and Master Landlord to any act of assignment or
subletting shall be held to apply only to the specific transaction thereby
authorized. Such consent shall not be construed as waiver of the duty of
Sublessee, or the legal representatives or assigns of Sublessee, to obtain from
Sublessor or Master Landlord consent to any other or subsequent assignment or
subletting, or as modifying or limiting the rights of Sublessor or Master
Landlord to assign or sublet without such consent. Both Sublessor and Sublessee
shall


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assume and be liable to Master Landlord for any and all acts and omissions of
any and all assignees, subtenants, undertenants and occupants.

        17. Consents: With respect to any provision of this Sublease which
provides, in effect, that Sublessor shall not unreasonably withhold or
unreasonably delay any consent or any approval, Sublessee, shall not in any
event be entitled to make, nor shall Sublessee make, any claim for money damages
and Sublessee hereby waives any claim for money damages; nor shall Sublessee
claim any money damages by way of setoff, counterclaim or defense, based upon
any claim or assertion by Sublessee that Sublessor has unreasonably withheld or
unreasonably delayed any consent or approval; but Sublessee's sole remedy shall
be an action or proceeding to enforce any such provisions, or for specific
performance, injunction or declaratory judgment.

        18. No Broker: Sublessee covenants, warrants and represents that there
was no broker instrumental in consummating this Sublease and that no
conversations or prior negotiations were had with any broker and agrees to
defend, indemnify and hold Sublessor harmless against any claims for brokerage
commission arising out of any conversations or negotiations had by Sublessee
with any broker.

        19. Liability of Sublessor: In the event of a transfer of Sublessor's
interest in the Master Lease, or in this Sublease, it shall be deemed without
further agreement between the parties and such transferee that the transferee
has assumed and agreed to observe and perform all obligations of the Sublessor
hereunder. Notwithstanding any such transfer, Sublessor shall be and remain
liable to Sublessee for the observance and performance of all obligations of the
Sublessor hereunder, and for breach of any of the representations and warranties
made by Sublessor herein.

        20. Quiet Enjoyment: Sublessor warrants and agrees that, provided
Sublessee pays and performs all its covenants, agreements and obligations under
this Sublease, Sublessee shall have the quiet and peaceful enjoyment of the
Premises for the full term of this Sublease.

        21. Waiver: One or more waivers of any covenants or conditions by
Sublessor shall not be construed as a waiver of a subsequent breach of the same
or any other covenants or conditions, and the consent or approval by Sublessor
to or of any act by Sublessee requiring Sublessor' s consent or approval shall
not be construed to waive or render unnecessary Sublessor's consent or approval
to or of any subsequent similar act by Sublessee.

        22. Effect: This Agreement shall be binding upon the parties hereto,
their heirs, successors and permitted assigns, and may not be altered, amended,
terminated or modified except by written instrument executed by each of the
parties hereto.

        23. Forum: This Agreement shall be governed by the laws of the State
wherein the Premises are located.


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IN WITNESS WHEREOF, the parties have executed this Agreement the date first
above written.


WITNESS                             GREAT AMERICAN INSURANCE COMPANY


                                            By:
------------------------------------           ---------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


WITNESS                             INFINITY PROPERTY AND CASUALTY
                                            CORPORATION

                                            By:
------------------------------------           ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


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