SECOND LEASE AMENDMENT
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AGREEMENT, made as of the 12th day of April, 2000, by and
between PARK ASSOCIATES, a New York partnership, with an office at 0
Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000, (hereafter "Landlord") and
SUPERIOR SUPPLEMENTS, INC., a corporation duly organized and existing
under the law of the state of Delaware, with an office at 000 Xxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (hereafter "Tenant").
WITNESSETH
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WHEREAS, Landlord and Tenant entered into an Agreement of
Lease, dated April 30, 1996, for the leasing by Landlord and the hiring
by Tenant, of those certain premises known as 000 Xxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxx, (the "Premises"), for the term, for the rent and
on such other terms and conditions as set forth in the Lease; and
WHEREAS, Landlord and Tenant entered into an amendment, dated
March 5, 1998, to the Agreement of Lease, whereby the term of the Lease
was extended until October 14, 2000, for the rent and on all of the
terms and conditions as set forth in the Agreement of Lease, as amended
(the Agreement of Lease, as amended, the "Lease"); and
WHEREAS, the Lease is currently in full force and effect and
Tenant is occupying the Premises; and
WHEREAS, the term of the Lease is to end on October 14, 2000;
and
WHEREAS, in Section 20 (B) of the Lease, Tenant shall have the
option to extend the term of the Lease for an additional period of two
(2) years until October 14, 2002, on such terms and conditions as set
forth therein; and
WHEREAS, Tenant has, by written notice dated March 23, 2000,
exercised its option to extend the term of the tease for an additional
period of two (2) years from October 14, 2000, so that the term of the
Lease shall end on October 14, 2002, for the rent, and on such other
terms and conditions of the Lease and as set forth herein;
WHEREAS, Tenant and Landlord desire to enter into an agreement
to reflect the extension of the tern of the Lease for an additional
period of two (2) years from October 14, 2000, so that the term of the
Lease shall end on October 14, 2002, for the rent, and on such other
terms and conditions of the Lease and as set forth herein;
NOW, THEREFORE, in consideration of the Lease, the Lease
Amendment, the mutual covenants and promises contained herein, and
other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant agrees as follows:
1. Landlord and Tenant hereby ratify and confirm the recitals.
2. In accordance with Section 20 (B) of the Lease, Tenant has
exercised its option to extend the term of the Lease for an additional period of
two (2) years from October 14, 2000.
3. Notwithstanding anything contained in the Lease, Section 2 (A)
of the Lease is hereby amended to extend the term of the Lease for an additional
period of two (2) years from the present expiration date thereof, so that the
term of the Lease shall end on October 14, 2002, instead of October 14, 2000,
unless such term shall sooner cease and expire as in the Lease provided.
4. Section 3(A)(1) of the Lease is amended by adding the
following subparagraphs thereto:
(vii) For the period October 15, 2000 through October 14,
2001, Base Rent shall be two hundred eighty-three thousand five hundred
and 00/100 ($283,500.00) dollars, payable twenty-three thousand six
hundred twenty-five and 00/100 ($23,625.00) dollars monthly
(viii) For the period October 15, 2001 through October 14,
2002, Base Rent shall be two hundred ninety-seven thousand six hundred
seventy-five and 00/100 ($297,675.00) dollars, payable twenty-four
thousand eight hundred six and 25/100 ($24,806.25) dollars monthly.
5. During the term of the Lease as extended hereby, in addition
to the annual Base Rent, Tenant agrees to, and shall continue to, abide by each
and every obligation of Tenant under the Lease, and shall continue to pay for
all items Tenant was paying for during the original term and First Extension
Term of the Lease, as and when Tenant paid for such items during the original
term and First Extension Term of the Lease, such as and including, without
limitation, real estate taxes and sewer charges.
6. Tenant warrants and represents to Landlord that there was no
broker instrumental in bringing about or consummating this Second Lease
Amendment and Tenant has had no conversations with any broker (s) in connection
with this Second Lease Amendment. Tenant agrees to indemnify, defend and hold
Landlord harmless from and against any and all costs, commissions, expenses,
claims, suits, actions, judgments, etc., including Landlord's attorneys fees, of
or by any broker for a commission or fee in connection with this second Lease
Amendment.
7. Tenant acknowledges and agrees that Landlord has not offered
to do, and Landlord has no obligation to do, any work or make any repairs,
alterations, modifications, improvements, changes or additions to the premises
in connection with this Second Lease Amendment.
8. Tenant warrants and represents to Landlord that it has no
cause of action, whether at law or in equity, including without limitation, any
offset(s), counterclaim(s) or defense(s), with respect to the Lease.
9. The Lease, as amended herein, may only be modified by a
writing executed by the parties hereto.
10. The covenants, conditions and agreements of the Lease, as
amended herein, shall bind and inure to the benefit of Landlord and Tenant and
their respective heirs, distributees, executors, administrators, successors, and
except as otherwise provided in the Lease, their assigns.
11. The Lease, as modified by this Second Lease Amendment,
contains the entire understanding and agreement between Landlord and Tenant; all
prior agreements, both oral and written, are merged herein and therein and are
superseded hereby and thereby.
12. As hereinabove amended, changed or modified, the Lease is, and
shall remain, in full force and effect in accordance with its terms, and each
and every agreement, term, covenant and condition thereof is hereby ratified,
confirmed and continued.
IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their
respective hands as of the day and year first above written.
LANDLORD: PARK ASSOCIATES
By: /s/ Xxxxxx Xxxxxxx,
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Xxxxxx Xxxxxxx, Partner
TENANT: SUPERIOR SUPPLEMENTS, INC.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
