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Exhibit 10.52 (i)
FOURTH LEASE MODIFICATION AND EXTENSION AGREEMENT
THIS AGREEMENT (the "Agreement") made this day of June, 1991, by and
between TETERBORO ASSOCIATES, a New Jersey limited partnership, having its
principal office at 00 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the
"Landlord") and MISS XXXXX, INC., having an office at 0000 Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx ("Tenant").
W I T N E S S E T H:
WHEREAS, on April 1, 1975, Empire Carpet Corporation, ("Empire") and
Tenant entered into a lease for premises located at 000 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxx Xxxxxx (the "Initial Lease"); and
WHEREAS, by letters dated January 17, 1978 and February 17, 1981, the
Initial Lease was extended to March 30, 1986; and
WHEREAS, the Initial Lease as so extended was further modified by letters
dated March 5, 1982 and August 15, 1983 adding a total of 31,200 square feet of
warehouse space to the space initially demised; and
WHEREAS, the Initial Lease as so extended and modified was assigned by
Xxxxxxxxx World Industries, Inc. (as the successor-in-interest to Empire) to
Landlord by Assignment dated March 7, 1984; and
WHEREAS, the Initial Lease as so extended and modified was further
modified and extended pursuant to Lease Modification and Extension Agreement
dated January 24, 1985, pursuant to which, inter alia, the lease term was
further extended to March 31, 1991; and
WHEREAS, by Lease Amendment dated August 8, 1985 (the "August 8, 1985
Agreement"), the Initial Lease as so amended and modified was further modified
to add an additional 50,400 square feet of warehouse space to the space
previously demised and was modified in various other respects; and
WHEREAS, by Second Lease Modification and Extension Agreement dated
December 18, 1986 (the "1986 Agreement"), the Initial Lease as so amended and
modified was further modified to add an additional 67,500 square feet of space
to the space previously demised, for a total of 170,700 square feet comprising
and constituting the "Demised Premises", extending the term of the lease through
December 31, 1992 and was modified in various other respects; and
WHEREAS, by Third Lease Modification and Extension Agreement dated January
18, 1989, the Initial Lease as so amended and modified was further modified to
extend the term of the lease through December 31, 1996 and was modified in
various other
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respects (the Initial Lease as so modified and extended as described in this and
the foregoing "WHEREAS" clauses is hereinafter referred to as the "Lease").
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained the parties do hereby agree as follows:
1. The foregoing "WHEREAS" clauses are incorporated herein by reference.
2. Section 2 of the Lease is hereby amended to provide that the term of
the Lease is further extended for a period of five (5) years so that the term of
the Lease shall expire at midnight on December 31, 2001.
3. Section 4 of the Lease is amended and restated as follows:
Tenant covenants to pay Landlord, without previous demand therefor, a
minimum annual rental ("Minimum Rent") with respect to the Demised Premises,
effective as of July 1, 1991, payable in equal monthly installments, in advance
on the first day of each and every month during the term hereof, as follows:
Commencing Minimum Rent Minimum Rent
(Per Annum) (Per Month)
---------- ----------- -----------
July 1, 1991 $1,066,475.40 $88,872.95
July 1, 1992 $1,066,475.40 $88,872.95
July 1, 1993 $1,066,475.40 $88,872.95
July 1, 1994 $1,098,469.60 $91,539.14
July 1, 1995 $1,131,423.60 $94,285.30
July 1, 1996 $1,187,994.70 $98,999.56
July 1, 1997 $1,167,994.70 $98,999.56
July 1, 1998 $1,187,994.70 $98,999.56
July 1, 1999 $1,223,634.50 $101,969.54
July 1, 2000
through the end
of the term $1,260,343.50 $105,028.63
4. The following additional paragraph is hereby added at the end of and
forming a part of Section 7 of the Lease (as appearing in the Initial Lease at
Page 7.1 thereof):
Landlord agrees that it shall not unreasonably withhold or delay its
consent to any alterations proposed by and to be performed solely at the expense
of Tenant. Notwithstanding anything to the contrary herein, Tenant shall not be
required to obtain Landlord's prior written consent for minor non-structural
alterations. All alterations which are structural in character or which affect
the mechanical, electrical or HVAC systems must
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receive Landlord's prior written consent. Tenant shall furnish Landlord with
outline plans and specifications for all alterations prior to the performance of
the work. In addition, Tenant shall provide Landlord with "as-built" plans for
any and all alterations, immediately after completion thereof. Tenant agrees
that any alterations shall be done in a good and workmanlike manner and in
conformity with all laws, ordinances and regulations of all public authorities
having jurisdiction. In addition, all Tenant alterations shall consist of
quality materials installed in a good and workmanlike manner. Tenant agrees to
pay promptly when due the entire cost of any work done by or for Tenant upon the
Premises so that the Premises shall at all times be free of liens for labor or
materials.
5. Supplementing Section 9 of the Lease, Landlord agrees not to
unreasonably withhold or delay its consent to any sign or signs proposed by
Tenant, provided that any such sign or signs conforms in all respects to all
laws, ordinances and regulations of all public authorities having jurisdiction.
The following words are hereby inserted at the very end of said Section 9 (as
appearing in the Initial Lease at Page 9.1 thereof) after the words "reasonable
wear and tear excepted": "and damage by fire or other casualty."
6. The words "and general office" are hereby inserted after the word
"warehouse" appearing on line 11 of Section 13(a) of the Lease (appearing in the
Initial Lease at Page 13.1 thereof).
7. The words "or general office" are hereby added after the words "general
warehouse" appearing on line 8 of Section 14(a) of the Lease (appearing in the
Initial Lease at Page 14.1 thereof).
8. The following is hereby added after the words "Lease Agreement"
appearing at the very end of the first paragraph of Section 21 of the Lease
(appearing in the Initial Lease at Page 21.1 thereof): ", provided Landlord
shall have given Tenant reasonable prior notice of such entry (except in the
case of an emergency); and provided further that such entry shall not
unreasonably interfere with Tenant's use and occupancy of the Premises." The
following is added after the words 'sale or lease" appearing at the very end of
Section 21 of the Lease (appearing in the Initial Lease at Page 21.1 thereof):
"provided that Landlord shall give Tenant reasonable prior notice of each such
entry."
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9. The word "unreasonable" appearing at the very end of Section 26 of the
Lease (appearing in the Initial Lease at Page 26.1 thereof) is hereby deleted
and "or delayed unreasonably'substituted therefor.
10. The words "or delayed" are hereby added after the word "withheld"
appearing on the third line of the second paragraph of Section 16 of the Lease
(appearing in the August 8, 1985 Agreement in Paragraph 9 at Page 7 thereof)
substituted therefor.
11. Subparagraph (ii) of Section 16 of the Lease (appearing in the August
8, 1985 Agreement in Paragraph 9 at Page 8 thereof) is hereby deleted and the
following substituted therefor:
(ii) That the Tenant while in possession does not either
simultaneously sublet to more than three subtenants or sublet more than
one-third of the Premises;
12. The word "additional" is hereby inserted before the word "notice" on
the third line of Subparagraph (iv) of Section 16 of the Lease (appearing in the
August 8, 1985 Agreement in paragraph 9 at Page 8 thereof).
13. Subparagraph (vii) of Section 16 of the Lease (appearing in the 1986
Agreement in Paragraph 9 at Page 9 thereof) is hereby deleted and the following
substituted therefor:
(vii) Tenant shall pay to Landlord one-half of the amount by which
the Minimum Rent under the assignment or subletting exceeds the Minimum
Rent payable under this Lease after deducting all reasonable expenses
incurred by Tenant in connection with such assignment or subletting.
13. The number "30" appearing on line 17 of Section 10 of the Lease
(appearing in the 1986 Agreement in Paragraph 8 at Page 8 thereof) is hereby
deleted and "45" substituted therefor.
14. Landlord and Tenant agree that Landlord shall have the right at any
time during the term of the Lease, upon reasonable notice to Tenant, to relocate
Tenant from the 9600 square foot area designated as "Unit 'A'" on Exhibit A
annexed hereto and made a part hereof to a similar sized unit located within the
area designated as "Unit 'B'" on said Exhibit A. The cost of the relocation as
well as the refitting of Tenant's space (in a manner consistent with the tenant
finishes in the Unit "A'space) occasioned by such relocation shall be borne
solely by Landlord.
15. Tenant agrees that it shall upon request of Perugina Corp. and
Landlord, extend the term of that certain sublease (the "Sublease") for
approximately 3467 square feet made by Tenant, as sublessor, and Perugina Corp.,
as sublessee, as may be agreed
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upon in good faith by Tenant and Perugina Corp.; provided, however, that (a)
there shall not have occurred and be continuing a material default on the part
of Perugina Corp. under the Sublease, and (b) the extended term of the Sublease
shall not extend beyond the expiration of the Lease, as amended by this
Agreement. Tenant further agrees that it shall make available and let to
Perugina Corp. upon request of Perugina Corp. and Landlord not less than an
additional 2500 square feet contiguous to the Sublease space upon such terms as
Perugina Corp. and Tenant may agree in good faith (it being understood and
agreed that Tenant shall be under no obligation to agree to a rental for such
expansion space at a rental which would not cover Tenant's own rental
obligations to Landlord for such space, together with Tenant's reasonable costs
of such leasing transaction); provided, however, that (x) there shall not have
occurred and be continuing a material default on the part of Perugina Corp.
under the Sublease, and (y) the extended term of the Sublease, as expanded,
shall not extend beyond the expiration of the Lease, as amended by this
Agreement.
16. Landlord and Tenant represent to each other that they have dealt with
no brokers in connection with the transaction contemplated hereby and will
indemnify each other from the claims of any brokers arising by reason of the
execution of this Agreement or the consummation of the transaction contemplated
hereby.
17. Except as herein amended, all of the terms, covenants and conditions
of the Lease are ratified and confirmed and shall continue to be and remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
ATTEST: TETERBORO ASSOCIATES
By: Xxxxx Realty Corp.
General Partner
/s/ Xxxxxx Xxxxxx By: /s/ C. Xxxxxxxx Xxxxxx
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ATTEST: MISS XXXXX, INC.
/s/ [ILLEGIBLE] By: /s/ Xxx Xxxxxxxx, V. Pres.
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