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EXHIBIT 10.24
LEASE MODIFICATION AND EXTENSION AGREEMENT
Agreement made as of the 4th day of February, 1998, by and between Xxxxxxx
X. Xxxxx, as Trustee u/d/t dated June 15, 1981 and entitled "J L N Realty
Trust", which trust is recorded in the Bristol County Fall River District
Registry of Deeds Land Court Records as Document No. 12977, as affected by
Amendment to Declaration of Trust dated as of March 24, 1995, of 00 Xxxxxxxx,
Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxxxxx ("Lessor") and Wakefield Engineering,
Inc., a Delaware corporation, of 00 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx
("Lessee"), amending a certain Indenture of Lease dated as of December 20, 1994
("Lease").
WHEREAS, under the terms and conditions of the Lease, the Lessor agreed to
lease to the Lessee and the Lessee agreed to lease from the Lessor certain
premises situated at 000 Xxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxxxxx
("Premises");
WHEREAS, the Lessee has requested that the Lessor construct a 21,000 square
foot warehouse addition to the building on the Premises, including installation
of certain improvements, all as set forth in Exhibit A attached hereto, all for
the use of Lessee in its business operations on the Premises ("Improvements");
WHEREAS, the Lessor has agreed to construct the Improvements on the
Premises, subject, however, to Lessee's agreement to the terms and conditions of
this Lease Modification and Extension Agreement;
WHEREAS, the Lessor and the Lessee have agreed to the construction of the
Improvements for inclusion under the Lease and to certain modifications of the
Lease and to an extension of the term of the Lease, as defined in the Lease;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Lessor and the Lessee hereby
agree to modify the Lease as follows:
1. Upon execution and delivery of this agreement by Lessor and Lessee, Lessor
agrees to undertake the work of construction of the Improvements, including
the preparation of plans and specifications, the hiring of consultants and
contractors, and the obtaining of financing to pay for the cost of
construction of the Improvements, and agrees to use reasonable efforts to
complete the Improvements on or before July 31, 1998. Lessor shall not be
in default under this Agreement as a result of any delay in completing the
Improvements caused by any event or condition beyond the reasonable control
of the Lessor.
2. Other than the Improvements which the Lessor herein agrees to complete, the
Lessee agrees to construct, at its own expense, subject to the terms of the
Lease, such leasehold improvements for the Improvements for use in its
business operations on the Premises as it shall determine.
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3. Lessee agrees to cooperate with Lessor to allow for expeditious
construction of the Improvements, and to permit access to the Premises by
the Lessor, his representatives, consultants, contractors, lenders and
others for the purposes of planning for and constructing the Improvements;
provided, however, the Lessor shall, to the extent not required by the
construction of the Improvements, use reasonable efforts to minimize any
interference with the Lessee's business operations on the Premises.
4. The term of the Lease as defined therein is hereby extended and the term of
the Lease shall be for a ten (10) year period, which period shall commence
on the date of issuance of a certificate of occupancy for the Improvements
by the City of Fall River ("Additional Term"). Lessor and Lessee agree
that at the time of issuance of said certificate of occupancy, they will
execute a memorandum of the commencement date of the Additional Term,
which shall then become an integral part of the Lease. If at the
commencement of the Additional Term there remains any portion of the
Improvements to be completed, the Lessor and Lessee agree that they will
jointly inspect the Improvements and establish a punchlist of such items
for completion by the Lessor within a reasonable amount of time.
5. Rent as defined in Section 1.1 of the Lease during the Additional Term
shall be payable in monthly installments in accordance with the terms of
the Lease in the amount of Three Hundred Twenty-Four Thousand and 00/100
($324,000.00) Dollars annually during each of the first five years of the
Additional Term. Rent shall be adjusted on the first day of the sixth year
of the Additional Term and every two years thereafter ("Rent Adjustment
Date") as follows:
(i) In the event that the Prime Rate on the first Rent Adjustment Date
("Adjusted Prime Rate") is in excess of the Prime Rate on the date hereof
("Initial Prime Rate"), the Rent to be paid annually by the Lessee during
the sixth and seventh years of the Additional Term shall be increased by a
number equal to the difference between the Initial Prime Rate and the
Adjusted Prime Rate multiplied by $750,000. Thereafter, on each subsequent
Rent Adjustment Date, the Rent shall be increased by a number equal to the
difference between the Prime Rate on the then Rent Adjustment Date and the
greater of a) the Prime Rate on the prior Rent Adjustment Date or b) the
Initial Prime Rate, multiplied by $750,000.00. Such increases shall be paid
in equal monthly installments as part of the Rent in accordance with the
terms of the Lease. In the event that there is no increase in the Prime
Rate from the then Rent Adjustment Date and the prior Rent Adjustment Date,
there shall be no change then made in the amount of the Rent.
(ii) For purposes of this Agreement, the term "Prime Rate" shall mean
the Wall Street Prime Rate, which rate of interest shall mean the lowest
prime rate of interest being charged by U.S. money center commercial banks
to their best business borrowers (as reported in the Wall Street Journal or
equivalent publication if a listing in the Wall Street Journal shall not be
available). On this date, the parties acknowledge that the Prime Rate is
8.50%.
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6. Until the commencement of the Additional Term, Rent, as set forth in the
Lease prior to modification hereby, shall remain at the sums set forth in
Section 1.1 of the Lease. Rent under the Lease shall not xxxxx during
construction of the Improvements.
7. Upon completion of construction of the Improvements, the Improvements shall
thereupon become a portion of the premises leased to the Lessee under the
Lease, and the respective obligations, duties and responsibilities of the
Lessor and Lessee under the Lease shall be applicable to the Improvements.
8. Lessee acknowledges and agrees that but for Lessee's agreements hereunder
to lease the Improvements and to extend the terms as set forth herein, the
Lessor would be unwilling to proceed with construction of the Improvements,
and that based upon the Lessee's agreements herein, the Lessor shall be
relying thereon in proceeding with the planning, developing, constructing,
and financing of the Improvements.
9. Upon commencement of the Additional Term, the Lessee's notice address as
set forth in Paragraph 24 of the Lease shall be changed to:
Wakefield Engineering, Inc.
000 Xxxxx Xxxx
Xxxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx, President
with a copy to:
Xxxxxxx Xxxxxx & Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
10. The Lease and this Agreement shall be binding upon each of the parties
hereto, their respective successors and assigns and shall be governed by
and construed under the laws of the Commonwealth of Massachusetts.
11. In all other respects the terms and conditions of the Lease are hereby
ratified and confirmed.
IN WITNESS WHEREOF, the Lessor and the Lessee have executed this Agreement
under seal as of the day and year first above written.
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WITNESSES: Lessor:
J L N REALTY TRUST
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxx, Trustee
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Xxxxxxx X. Xxxxx, Trustee
Lessee:
WAKEFIELD ENGINEERING, INC.
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President & CEO
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF BRISTOL
In Raynham, Massachusetts, on the 4th day of February, 1998, before me
personally appeared Xxxxxxx X. Xxxxx, as Trustee of J L N Realty Trust, to me
known and known by me to be the party executing the foregoing instrument, and he
acknowledged said instrument, by himself executed, to be his free act and deed,
as Trustee as aforesaid.
/s/ Xxxxxx X. Xxxxxxx
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Notary Public: Xxxxxx X. Xxxxxxx
My commission expires: 10/14/99
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF MIDDLESEX
In Wakefield, Massachusetts, on the 4th day of February, 1998, before me
personally appeared Xxxxxxx X. Xxxxxxxx, of Xxxxxxxxx Engineering, Inc., to me
known and known by me to be the party executing the foregoing instrument, and
he/she acknowledged said instrument, by him/her executed, to be his/her free act
and deed and the free act and deed of said corporation.
/s/ Xxxxxxxx X. Xxxxxx
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Notary Public
My commission expires: 11/13/03
