EXHIBIT 10.21
LEASE
LANDLORD: NORTHERN TELECOM LIMITED
TENANT: NORDX/CDT, INC. (FORMERLY CABLE DESIGN
TECHNOLOGIES (CDT) CANADA INC.)
PREMISES: 000 Xxxxxx Xxxxxx Xxxx.
Xx Xxxxxxx, Xxxxxx
AGREEMENT OF LEASE made as of the 2nd day of February, 1996
Between: NORTHERN TELECOM LIMITED, a Canadian
corporation
(hereinafter called the "Landlord")
And: NORDX/CDT, INC., a Canadian
corporation (formerly Cable Design
Technologies (CDT) Canada Inc.)
(hereinafter called the "Tenant")
SECTION I
DEFINITIONS
In this Lease,
"APPLICABLE LAWS" means all statutes, laws, by-laws, regulations, ordinances and
requirements of governmental or other public authorities having jurisdiction and
any applicable regulation or order of the Canadian Fire Underwriters'
Association or any body having similar functions, or of any fire insurance
company by which the Landlord or the Tenant may be insured, and all amendments
thereto at any time and from time to time in force which are applicable in the
circumstances;
"ARCHITECT" means a third party architect or engineer named by the Landlord from
time to time and acceptable to the Tenant;
"ASSET PURCHASE AGREEMENT" means the Asset Purchase Agreement by and among the
parties and Cable Design Technologies Corporation, made as of December 19, 1995;
"BUILDING" means the building and all improvements, facilities and appurtenances
situated on the Lands, municipally known as 000 Xxxxxx Xxxxxx Xxxx., Xx.
Xxxxxxx, Xxxxxx, and having a gross rentable area of approximately two hundred
and ninety-two thousand, six hundred and fifty (292,650) square feet;
"BUSINESS" shall have the same meaning as in the Asset Purchase Agreement but
restricted to the Business carried on on or about the Property;
"CLOSING DATE" shall have the same meaning as in the Asset Purchase Agreement;
"COMMENCEMENT DATE" shall have the meaning ascribed thereto in section 3. 1;
"COMMON AREAS AND FACILITIES" means those common areas and facilities which
serve the Building including, without limitation, the landscaped areas, parking
areas, common corridors, halls, stairways and passageways, common lavatories,
cafeteria area and such other areas and facilities which are designated from
time to time by the Landlord (but in a way not to obstruct Tenant' s use of the
Leased Premises) for the common use and enjoyment or benefit of the Tenant and
the Landlord, their employees, agents and invitees;
"ENVIRONMENTAL LAWS" means all applicable foreign, federal, provincial,
municipal or local statutes, regulations or by-laws, common law, civil law and
orders of any Government Entity, to the extent relating to the Environment but
in each case solely to the extent having the force of law;
"INITIAL TERM" means the period specified in section 3. 1;
"LANDS" means the lands owned by the Landlord on which the Building is situated;
"LEASE" means this lease as it may be amended from time in accordance with the
provisions hereof;
"LEASED PREMISES" means the premises leased to the Tenant under this Lease;
"PROPERTY" means the Lands and Building;
"RENEWAL PERIOD" shall have the meaning ascribed thereto in section 3.2;
"RENT" means basic rent;
"REPORTS" shall have the meaning ascribed thereto in section 2.2;
"TERM" means the Initial Term as it may be extended or renewed by the Tenant or
earlier terminated in accordance with the provisions hereof.
Capitalized terms used herein which are not defined in this Lease but which
are defined in the Asset Purchase Agreement shall have the same meaning as in
the Asset Purchase Agreement.
-2-
SECTION 2
LEASED PREMISES
2.1 AREA OF LEASED PREMISES
-----------------------
The Landlord hereby leases to the Tenant hereby accepting, upon the terms
and conditions herein contained, that portion of the Building shown cross-
hatched on the floor plan attached as Schedule A attached hereto having a gross
rentable area of thirty five thousand (35,000) square feet, it being
acknowledged that such rentable areas includes the Tenant's proportionate share
of the Common Areas and Facilities. The floor plan is subject to review and
modification by the Landlord and the Tenant, if necessary, to reflect the
Business carried on in the Building at the Closing Date.
The Tenant shall have the right, upon Siecor Corp. vacating the premises
leased by it in the Building, upon written notice to the Landlord, to include as
part of the Leased Premises, the main conference room and the "salle des Robots"
occupied by Siecor Corp. at the Closing Date, at a gross annual rental of eleven
thousand dollars ($1 1,000), and twenty-four thousand, nine hundred and ninety
dollars ($24,990), respectively, payable in equal monthly installments of nine
hundred and sixteen dollars and sixty six cents ($916.66), and two thousand and
eighty-two dollars and fifty cents ($2,082.50), respectively.
2.2 SEPARATION OF LEASED PREMISES, CONDITION
----------------------------------------
The Tenant acknowledges having examined the Building and the Leased Premises
and accepts same in their actual "as is" condition, subject to its right to
proceed at its discretion after reasonable prior notice to the Landlord, to an
environmental site assessment and subject to the Landlord providing the Tenant a
copy of any and all environmental site assessment reports or audit reports
concerning the Property.
The Landlord shall construct derfflsing partitions as soon as practicable
and in any event no later than three (3) months after the Closing Date, as
required, to separate the Leased Premises from the Landlord's premises and
premises of other tenants in the Building, by erecting partitions and fencing as
appropriate. Both parties shall agree on such demising partitions and shall not
unreasonably withhold their consent thereto. The Landlord and the Tenant shall
each pay one half of the cost of such dernising partitions.
2.3 COMMON AREAS AND FACILITIES
---------------------------
Subject to the Landlord's security procedures with respect to the Property,
the Landlord hereby grants to the Tenant, its employees, agents, visitors and
other persons transacting business with it, in common with the Landlord, the
right to use the Common Areas and Facilities including the parking lot,
washrooms, cafeteria and shipping area, for their intended purpose.
-3-
SECTION 3
TERM
----
3.1 INITIAL TERM
------------
The initial term of this Lease shall be a period of two (2) years,
commencing on the Closing Date ("Commencement Date").
3.2 RENEWAL PERIOD
--------------
The Tenant shall have the option to renew the Lease for two (2) successive
periods of one (1) year (the "Renewal Period") each upon the same terms and
conditions as contained herein, except that the Rent payable during the Renewal
Periods shall be as set forth in section 4. 1. The Tenant may exercise each
renewal option by giving written notice to the Landlord at least six (6) months
prior to the end of the Tenn, failing which the option to renew shall be null
and void.
3.3 THE TENANT'S RIGHT OF TERMINATIOM
---------------------------------
Tenant shall have the right to terminate the Lease effective any time on or
after eighteen (18) months after the Closing Date on at least twelve (12) months
prior written notice.
SECTION 4
RENT
----
4.1 RENT
----
The Tenant covenants to pay to the Landlord as Rent for the Leased Premises
during the Initial Term, Five Hundred Thousand Dollars ($500,000) payable in
equal monthly installments of Forty One Thousand, Six Hundred and Sixty Six
Dollars and Sixty Six Cents ($41,666.66) payable in advance on the first day of
each month.
The Rent for each Renewal Period shall be negotiated and agreed upon by the
Landlord and Tenant at the latest seven (7) months before the expiration of the
Term; failing agreement, the Rent for each renewal period shall be equal to Five
Hundred Thousand Dollars ($500,000) payable in equal monthly installments of
Forty One Thousand, Six Hundred and Sixty Six Dollars and Sixty Six Cents
($41,666.66) payable in advance on the first day of each month during each
Renewal Period, plus the same rental rates for the main conference room and
"salle des Robots" as stipulated in section 2.1
-4-
4.2 PAYMENT OF RENT
---------------
All payments by the Tenant to the Landlord, of whatsoever nature, required
or contemplated by this Lease shall be made when due hereunder, without prior
demand therefor and without any abatement, compensation or deduction whatsoever
(except for any abatement under section I 1 of this Lease), at the office of the
Landlord as set out in section 15.2 or at such other address as the Landlord may
designate, in writing, from time to time to the Tenant.
SECTION 5
USE OF PREMISES
---------------
5.1 PERMITTED USE
-------------
The Tenant covenants to use the Leased Premises only for the purposes of
offices, warehousing, laboratory purpose, and related uses to carry on business
substantially the same as that carried on by the Landlord immediately prior to
the Closing Date.
5.2 COMPLIANCE WITH LAWS
--------------------
Subject to the construction work, repairs and services for which the
Landlord is responsible, as provided hereunder, including without limitation the
construction work, repairs and services mentioned in sections 2.2, 6, 7 and 14,
the Tenant shall, at its expense, promptly comply with and conform to all
Applicable Laws including Environmental Laws affecting the Leased Premises and
the business carried on therein.
5.3 RULES AND REGULATIONS
---------------------
The Landlord shall have the right to make (after prior consultation with the
Tenant) such reasonable rules and regulations as it considers necessary or
desirable related to the operation, maintenance, security or safety in respect
of the Property. Such rules and regulations shall not be amended without the
consent of the Tenant, such consent not to be unreasonably withheld. The Tenant
shall comply, and cause every person over whom it has control to comply, with
such rules and regulations.
SECTION 6
UTILITIES AND SERVICES
----------------------
The Landlord shall, subject to interruption beyond its control, provide and
pern-dt the Tenant to use the electricity, domestic water, sewage disposal and
other utility services serving
-5-
the Building at no additional cost and provided that the Tenant uses said
services for the purpose for which they are intended.
The Landlord shall heat and air condition the Leased Premises to a
reasonable temperature at the appropriate times of the year.
The Landlord shall consult with and cooperate with the Tenant in respect of
all services provided to the Leased Premises.
Any special services required by the Tenant from the Landlord, such as
office rearrangement and moving of equipment, shall be at Tenant's sole expense.
SECTION 7
MAINTENANCE AND REPAIR
----------------------
7.1 LANDLORD'S OBLIGATIONS
----------------------
Except to the extent the Tenant is responsible therefor as provided in the
Lease, the Landlord shall, at its expense, maintain the Property in a good state
of repair and in compliance with applicable Laws, including Environmental Laws.
Without limiting the generality of the foregoing, the Landlord shall effect all
necessary structural repairs and repairs and maintenance to the roof, the
heating, air conditioning, electrical, plumbing, lighting and sprinkler and
other building systems.
7.2 TENANT'S OBLIGATIONS
--------------------
The Tenant shall, at its expense, maintain all leasehold improvements added
by the Tenant during the Term in the Leased Premises in a good state of repair,
reasonable wear and tear excepted; provided that the Tenant shall be responsible
for any maintenance or repairs caused as a result of the negligence of the
Tenant, its employees, agents or invitees, and provided further that Tenant
shall be responsible for the cost of all interior decorations, fixtures,
carpeting and any improvements in the Leased Premises as may be required by the
Tenant.
SECTION 8
ALTERATIONS
-----------
The Tenant may, at its expense and with the prior written consent of the
Landlord, not to be unreasonably withheld or delayed, make such changes,
alterations and additions in the Leased Premises which it may reasonably require
from time to time for the conduct of its business. At the expiry of the Term,
the Tenant may remove all such changes, additions and leasehold
-6-
improvements from the Leased Premises, provided that the Tenant shall repair any
damage to the Leased Premises or Building caused by such removal. At the expiry
of the Term, the Landlord shall also have the right (other than with respect to
initial installations and in the event that the Lease is terminated by the
Landlord pursuant to a sale of the Building) to require the Tenant to remove
from the Leased Premises any leasehold improvements and, in such event, the
Tenant shall be obligated, at its expense, to restore the Leased Premises to
their condition at the Commencement Date, reasonable wear and tear, any repairs
arising from the removal on departure of assets purchased from the Landlord that
are in some manner attached or affixed to the Leased Premises (except to the
extent repairs are necessary because of negligence of the Tenant, its employees
or agents effecting such removal), damage by fire and other insured perils
excepted.
SECTION 9
SUBLET AND ASSIGNMENT
---------------------
The Tenant shall not have any right to assign the Lease or sublet all or
any part of the Leased Premises without the Landlord's consent, such consent not
to be unreasonably withheld. However, the Tenant shall have the right to
hypothecate its right in the Lease as security for the fulfillment of its
obligations.
SECTION 10
INSURANCE, LIABILITY
--------------------
10.1 LANDLORD'S INSURANCE
--------------------
The Landlord shall maintain throughout the Term:
(a) "all risks" property insurance upon the Building and all property owned
therein by the Landlord (other than leasehold improvements effected in
respect of the Leased Premises);
(b) comprehensive general liability insurance with a limit of not less than
Five Million Dollars ($5,000,000) per occurrence with respect to injuries
to or death of persons and damage to tangible property; and
(c) broad form boiler and machinery insurance.
The Landlord waives any right of recovery against the Tenant, its employees
and agents for any loss or damage caused by or resulting from the perils to be
insured against under paragraph (a) above and covenants to have its insurers
waive all rights of recovery against the Tenant for any such loss.
-7-
The insurance described in paragraph (b) above shall name the Tenant as an
additional insured.
The Landlord shall, on request, provide to the Tenant certificates
evidencing the insurance described above.
10.2 TENANT'S INSURANCE
------------------
The Tenant shall maintain throughout the Term:
(a) "all risks" property insurance in respect of all property of the Tenant in
or about the Leased Premises;
(b) comprehensive general liability insurance with a limit of not less than
Five Million Dollars ($5,000,000) per occurrence for its operations with
respect to injuries to or death of persons and damage to tangible property;
and
The Tenant waives any right of recovery against the Landlord, its employees
and agents for any loss or damage caused by or resulting from the perils to be
insured against under paragraph (a) above and covenants to have its insurers
waive all rights of recovery against the Landlord for any such loss.
The insurance described in paragraph (b) above shall name the Landlord as
an additional insured.
The Tenant shall, on request, provide to the Landlord certificates
evidencing the insurance described above.
10.3 LIMITATION OF LIABILITY
-----------------------
Unless caused by the negligence of a party, its employees or agents, or the
inexecution of its obligations hereunder, such party shall not be liable for
(a) any damage to or destruction or loss of the other party, its employees or
agents or any property in the Building or the Leased Premises; or
(b) any bodily injury (including death), personal injury, damages for personal
discomfort sustained by either party, its employees or agents.
In no circumstances (including the negligence of a party, its employees or
agents) shall such party be liable for any indirect or consequential damages
sustained by the other party, its employees, agents or visitors.
-8-
SECTION 11
DAMAGE OR DESTRUCTION
---------------------
If during the Term, the Building or the Leased Premises shall be damaged by
fire, lightning, tempest, impact of aircraft, acts of God or the Queen's
enemies, riots, insurrections or explosion or other similar cause, the following
provisions shall have effect:
(a) if, in the opinion of the Architect, the Leased Premises are fit for
tenancy in whole, the Lease shall continue in full force and effect without
abatement or diminution of any Rent;
(b) if, in the opinion of the Architect, the Leased Premises are rendered
partly unfit for tenancy, this Lease shall continue in full force and
effect, except that the Rent will xxxxx to the extent the Architect
determines that the Leased Premises cannot reasonably be used for their
intended purposes;
(c) if the Architect determines that the Leased Premises are rendered wholly
unfit for tenancy, this Lease shall continue in full force and effect,
except that the Rent will fully xxxxx to zero;
(d) all abatements will occur from the date of the damage or destruction until
the date that the Leased Premises are delivered to the Tenant fit for the
Tenant's occupancy and the conduct of its business;
(e) the Landlord will commence and proceed diligently to reconstruct, rebuild
or repair any damage to the Building and Leased Premises to meet the
Landlord's base building criteria for the Building which the Landlord may
modify to be consistent with the plans, specifications and design criteria
for the rebuilding of the Building and/or the Leased Premises, chosen by
the Landlord acting reasonably, provided same are at least as high quality
as the original construction;
(f) whether or not the damage to the Leased Premises may have been caused by
the Tenant's negligence or fault, the Tenant shall commence to repair,
rebuild or reconstruct, at its own cost, all Leasehold improvements,
fixtures and equipment in the Leased Premises within fifteen (15) days from
the Landlord's notice that the Landlord has completed its work and the
Tenant shall complete said work with all due diligence;
(g) the Tenant shall not be entitled to any allowance, inducement, payment or
other consideration from the Landlord in connection with the Tenant's work
described in subparagraph (f);
(h) notwithstanding any provision herein to the contrary, if the Building is
totally or partially damaged or destroyed (whether the Leased Premises are
affected or not), and in the Architect's opinion, the damaged or destroyed
portions cannot reasonably be repaired,
-9-
restored or rebuilt within one hundred and eighty (I 80) days following the
occurrence, the Landlord or the Tenant may, at its option, to be exercised
by written notice to the other party within ninety (90) days following any
such occurrence elect to terrr@inate this Lease, in which case the
following will apply:
(i) if the Leased Premises have been rendered wholly unfit for tenancy,
the termination will take effect from the date of damage or
destruction and all Rent will only apply through to that date;
(ii) if the Leased Premises have been rendered only partly unfit for
tenancy and the Tenant has occupied any part of the Leased Premises
from the date of the damage or destruction, the Lease will terminate
at least sixty (60) days from the Landlord's notice. All unabated
Rent will be adjusted to the date of termination. Rent will xxxxx
from the date of the damage and destruction until the date of
termination to the extent the Leased Premises cannot reasonably be
used for their intended purposes;
(iii) if the Building is totally or partially damaged or destroyed and
neither the Landlord nor the Tenant elects to terminate this Lease,
the Landlord, at its sole cost, shall commence and proceed diligently
to reconstruct, rebuild or repair, as necessary, those portions of
the Building which have been so damaged or destroyed in accordance
with the Landlord's base building criteria for the Building.
SECTION 12
RIGHT OF INSPECTION AND REPAIR
------------------------------
The Tenant agrees to permit the Landlord, its employees or agents, upon
prior notice (except in case of emergency), to enter upon the Leased Premises at
any time and from time to time, for the purposes of (i) inspecting and making
necessary repairs, alterations or improvements to the Leased Premises or to the
Building and (ii) showing the Leased Premises to prospective purchasers or
lessees. The Landlord covenants to act in a reasonable manner and to use all
due diligence in the exercise of its rights hereunder. The Tenant shall not be
entitled to any compensation for any inconvenience, nuisance or discomfort
occasioned thereby unless the Tenant is prevented or materially hindered from
carrying on its business in the Leased Premises.
-10-
SECTION 13
DEFAULT
-------
If the Tenant shall be in default of any of its covenants hereunder, the
Landlord shall give to the Tenant notice in writing stating that the said
default is to be remedied and that if such default is not remedied by the Tenant
within thirty (30) days after the receipt of such notice, or such longer period
as may be reasonably necessary in view of the nature of the default, the
Landlord may, at its option, enter either into and upon the said Leased Premises
or any part thereof in the name of the whole, and this Lease shall be
terminated, or the Landlord itself may take such steps and do or cause to be
done such things as may be necessary to remedy and correct such defaults and may
thereupon charge its total reasonable costs and expenses incurred in respect
thereof to the Tenant who hereby covenants and agrees to pay the same forthwith,
and the Tenant hereby covenants that any and all such costs and expenses
incurred by the Landlord and unpaid by the Tenant shall be recoverable by the
Landlord as if the same were and in the same manner as rental reserved and in
arrears under the terms of this Lease.
SECTION 14
SPECIAL PROVISIONS
------------------
14.1 PARKING
-------
The Tenant shall have access to and use of, in common with other occupants
of the Building, the parking areas associated with the Building.
The Landlord shall cooperate with the Tenant to provide an appropriate
number of reserved and visitor parking spaces, taking into account the number of
reserved parking spaces used by the Business at the Closing Date.
14.2 SECURITY
--------
The Tenant shall comply with security measures in place for the Building.
The Landlord shall consult with Tenant in the establishment or changes to such
requirements for the Building including the Leased Premises, provided that any
special requirements of the Landlord or the Tenant shall be at such party's
costs.
14.3 SHIPPING AND RECEIVING
----------------------
It is acknowledged that Tenant will receive shipping and receiving services
from Siecor Corp. for such period of time as it occupies the premises leased in
the Building; after such time, the Landlord and Tenant shall negotiate mutually
satisfactory arrangements.
-11-
14.4 SIGNAGE
-------
The Tenant shall have the right to install, at its own expense, its signage
at the entrance of the Leased Premises, subject to the Landlord's reasonable
approval.
14.5 CAFETERIA
---------
The Tenant's employees and visitors shall have the right to use the
cafeteria during its normal business hours.
14.6 JANITORIAL SERVICES
-------------------
The Landlord, at its sole cost, shall provide janitorial services to the
Building and the Leased Premises. Such services shall be provided irrespective
of whether Landlord shall vacate the Building, provided that the Landlord shall
discuss with the Tenant in a timely manner and before it vacates the Building,
the provision of such services prior to vacating the Building.
14.7 MAIL, COURIER SERVICE
---------------------
The Landlord shall provide, at its sole cost, receiving and delivery
services for incoming mail and courier to the Building and the Leased Premises.
Such services shall be provided irrespective of whether the Landlord shall
vacate the Building, provided that the Landlord shall discuss with the Tenant in
a timely manner and before it vacates the Building, the provision of such
services prior to vacating the Building. The Tenant shall provide for itself as
required outgoing mail and courier service.
14.8 HVAC. ELECTRICAL EQUIPMENT
---------------------------
The Landlord shall be responsible, at its sole expense, for the operation,
maintenance and repair of all HVAC, mechanical and electrical equipment in or
serving the Building. Such services shall be provided irrespective of whether
the Landlord shall vacate the Building, provided that the Landlord shall discuss
with the Tenant in a timely manner, the provision of such services prior to
vacating the Building.
14.9 OTHER SERVICES
--------------
The Landlord shall provide, at its sole cost, building and land maintenance
and repair services, as well as main lobby reception, 24 hour security and
adequate elevator services and access thereto in respect of the Building and the
Leased Premises. Such services shall be provided irrespective of whether the
Landlord shall vacate the Building, provided that the Landlord shall discuss
with the Tenant in a timely manner and before it vacates the Building, the
provision of such services prior to vacating the Building.
-12-
14.10 LEVEL AND QUALITY OF SERVICES
-----------------------------
The level and quality of services to be provided by Landlord hereunder
shall be substantially the same as existing immediately prior to the Closing
Date.
14.11 ENVIRONMENT
-----------
The Landlord shall remain responsible for any and all damages, claims,
complaints, orders or notices resulting or arising from any environmental state
or condition of the Property not caused by or on behalf of the Tenant
notwithstanding the Tenant's use of the Leased Premises.
14.12 SALE OF PROPERTY
----------------
This Lease may be terminated by the Landlord effective any time on or
after the expiry of the Initial Term upon twelve (12) months prior written
notice in the event that the Landlord sells the Building in an arm's length
transaction to a third party. The Landlord shall give the Tenant reasonable
notice (not less than 72 hours) of any visit to the Leased Premises by a
potential purchaser or prospective tenant, including the identity of the
prospective purchaser or tenant if known to the Landlord.
One of the conditions of any sale of the Property by the Landlord shall be
that the purchaser of the Property assumes the obligations of the Landlord
hereunder and agrees to be bound by this Lease as if such purchaser had been a
party to this Lease.
14.13 NON-DISCRIMINATION
------------------
The Landlord shall provide all facilities and services described herein in
a reasonable and non-discriminatory manner.
SECTION 15
MISCELLANEOUS
-------------
15.1 WAIVER
------
The failure of the Landlord or the Tenant to insist upon the strict
performance of any covenants and conditions hereof shall not operate as a waiver
of the Landlord's or the Tenant's rights hereunder in respect of any continuing
or subsequent nonperformance and no waiver shall be inferred from or implied by
anything done or omitted by the Landlord or the Tenant, save only an express
waiver in writing.
15.2 NOTICES
-------
-13-
All demands, notices or communications and reports provided for in this
Lease will be in writing and will be either sent by facsimile with confirmation
to the number specified below or personally delivered or sent by reputable
overnight courier service (delivery charges prepaid) to the other party at the
address specified below, or at such address, to the attention of such other
person, and with such other copy, as the recipient party has specified by prior
written notice to the sending party pursuant to the provisions of this section
15.
If to the Landlord at:
Northern Telecom Limited
0 Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Telecopy: (000) 000-0000
Attn: X. X. Xxxxxxx,
Vice President and Associate General Counsel
with copies, which do not constitute notice, to:
------------------------------------------------
Northern Telecom Limited
0000 Xxxxxxxx Xxxx. Xxxx.
Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Telecopy: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxxxx
Director of Real Estate
If to the Tenant at:
Nordx/CDT, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx 0
Xxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attn: Xxxx X. Xxxxx
Chief Executive Officer
with copies, which do not constitute notice, to:
------------------------------------------------
Xxxxxxxx & Xxxxx
Citicorp Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telcopy: (000) 000-0000
Attn: Xxxxxxx X. Xxxxx
-14-
and
Xxxxxxxxxx Xxxxxxxx Xxxxx Xxxxxx
000 xx xx Xxxxxxxxxxx xxx
Xxxxx 0000
Xxxxxxxx, Xxxxxx 113B 4L8
Telecopy: (000) 000-0000
Attn: Xxxx Xxxxxxxx
Any such demand, notice, communication or report will be deemed to have
been given pursuant to this Lease when delivered personally or by means other
than facsimile or overnight courier, when confirmed if by facsimile or on the
business day after deposit with a reputable overnight courier service, as the
case may be.
In the event the Landlord gives to the Tenant notice in writing of any
default under the Lease, the Landlord shall also give notice of such default to
any lender to whom the Tenant has requested, in writing, that such notice of
default be given.
15.3 ENTIRE AGREEMENT
----------------
This Lease and the documents it refers to constitute the entire agreement
between the Landlord and the Tenant with respect to the Leased Premises and may
not be modified except by subsequent agreement in writing duly signed by the
Landlord and the Tenant. Neither the Landlord nor the Tenant shall be bound by
any representation, warranty, promise or agreement not contained in this Lease
or in the other documents it refers to. For greater certainty, this Lease does
not in any way affect the obligations of the Landlord under the Asset Purchase
Agreement.
15.4 FORCE MAJEURE
-------------
Except as provided in section I 1, if and to the extent that any party
shall be prevented, delayed or restricted by reason of an act of God, strikes or
other labour disputes, or any other cause beyond the reasonable control of the
party affected thereby, in the fulfillment of any obligation hereunder, then
such party shall be deemed not to be in default in the performance of such
covenant or obligation and any period necessary for the performance of such
obligation shall be extended accordingly, and the Tenant shall not be entitled
to compensation for any loss, inconvenience, nuisance or discomfort thereby
occasioned, provided that in no event will the Tenant be relieved of its
obligation to pay Rent as it becomes due.
15.5 HEADINGS
--------
The headings used in this Lease are for purposes of reference only and
will not affect the meaning or interpretation of any provisions of this Lease.
-15-
15.6 INTEREST ON ARREARS
-------------------
If the Tenant fails to pay Rent when due, the Tenant shall pay interest on
the unpaid amount from the due date until the date paid at the annual rate equal
to The Royal Bank of Canada's reference rate of interest then in effect for
commercial loans in Canada and commonly referred to by such bank as its Canadian
"prime rate", plus two percent (2%), without prejudice to and in addition to any
other remedy available to the Landlord under this Lease or at law.
15.7 HOLDING OVER
------------
If at the expiration or earlier ten-nination of the Term, the Tenant shall
remain in possession without any further written agreement it shall be as a
monthly tenant only. In such event, the Rent payable for each month thereafter
shall be equal to one hundred and fifty percent (150%) of the Rent payable for
the month immediately prior to the expiration of the Term, and all other terms
and conditions of this Lease shall remain the same.
15.8 REGISTRATION
------------
The parties hereby agree a short form of this Lease shall be executed
between them for purposes of registration. In the event of a conflict between
the terms of this Lease and the term of the said short form of agreement, the
terrns of this Lease shall prevail.
15.9 SUBORDINATION
-------------
One of the conditions of any hypothec granted by the Landlord shall be
that the holder of such hypothec agrees not to disturb the enjoyment and
occupancy of the Leased Premises by the Tenant (or its authorized successors),
as long as the Tenant (or its authorized successors) complies with all
conditions, obligations and agreements hereof.
15.10 GOVERNING LAW
-------------
This Lease shall governed by and construed in accordance with the laws of
the Province of Quebec and the laws of Canada applicable therein.
15.11 ENGLISH LANGUAGE
----------------
The parties have requested that this Lease be prepared in the English
language. Les parties ont demands que la pr6sente convention de bail soit
r6dig6e en anglais.
-16-
IN WITNESS WHEREOF the parties have executed this Agreement of Lease as of the
date first written above.
NORTHERN TELECOM LIMITED
Per: /s/Xxxxxxx X. Xxxxxxx
---------------------
Xxxxxxx X. Xxxxxxx
Vice-President and Associate
General Counsel
Per: /s/Xxxxx X. Xxxxxxx
-------------------
Xxxxx X. Xxxxxxx
Assistant Vice-President
Financial Planning & Analysis
NORDX/CDT, INC.
(FORMERLY CABLE DESIGN TECHNOLOGIES
(CDT) CANADA INC.)
Per: /s/Xxxxxxx X. Xxxx
------------------
Xxxxxxx X. Xxxx
Vice-President
-17-