EXHIBIT 10.10
FIRST AMENDMENT TO LEASE dated this 24th day of October, 1994, by and
between XXX XXXXX ASSOCIATES, a Limited Partnership, having an office at 00X
Xxxxxx Xxxx Xxxxx, Xxxxxxxx Xxxxxxxx, Xxx Xxxxxx 00000 (having a mailing address
at X.X. Xxx 0000, Xxxxxxxx, Xxx Xxxxxx 00000-0000), hereinafter called the
"Landlord"; and MEDICAL NUTRITION, INC. a New Jersey corporation, having an
address at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, hereinafter
called the "Tenant".
W I T N E S S E T H :
WHEREAS, the Landlord owns certain lands and premises in the City of
Englewood, County of Bergen and State of New Jersey, which lands and premises
are commonly known as 00 Xxxx Xxxxxx Xxxxxx (hereinafter called the "Building");
and
WHEREAS, Landlord and Tenant have previously entered into a lease agreement
dated October 4, 1984, hereinafter called the "Lease", in connection with the
leasing of approximately 7,500 square feet of space in the Building, hereinafter
called the "Leased Premises"; and
WHEREAS, the Landlord and Tenant have agreed to extend the Lease for a
further period of five (5) years, which extended term shall commence as of
January 1, 1995 and shall expire on December 31, 1999.
NOW, THEREFORE, in consideration of the sum of one ($1.00) DOLLAR and other
good and valuable consideration, the parties hereto covenant and agree as
follows:
1. The Lease is hereby extended for a further period of five (5) years,
which Lease extension shall commence as of January 1, 1995, and shall expire as
of December 31, 1999, hereinafter called the "Extended Term".
2. Tenant shall pay annual rent during the Extended Term in the amount of
SIXTY THOUSAND AND 00/100 ($60,000.00) DOLLARS per annum, payable in equal
installments of FIVE THOUSAND AND 00/100 ($5,000.00) DOLLARS per month, in the
same manner as provided in Article 3 of the Lease, together with all additional
rent and other lease charges required thereby.
3. It is expressly understood and agreed that the Tenant shall continue to
occupy the Leased Premises as of the commencement of the Extended Term in an "as
is" condition.
4. Article 16 of the Lease is hereby amended so as to insert the following
Article 16.4:
"16.4 Without limiting anything hereinabove contained in this Article 16,
Tenant expressly covenants and agrees to fully comply with the provisions of the
New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1K-6, et seq.), or any
successor statute, hereinafter referred to as "ISRA", and all regulations
promulgated thereto (or under the New Jersey Environmental Clean-Up
Responsibility Act, the predecessor statute of ISRA, as applicable) prior to the
expiration or earlier termination of the within lease, or at any time that any
action of the Tenant triggers the applicability of ISRA. In particular, the
Tenant agrees that it shall comply with the provisions of ISRA in the event of
any "closing, terminating or transferring" of Tenant's operations, as defined by
and in accordance with the regulations which have been promulgated pursuant to
ISRA. In the event evidence of such compliance is not delivered to the Landlord
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prior to surrender of the Leased Premises by the Tenant to the Landlord, it is
understood and agreed that the Tenant shall be liable to pay to the Landlord an
amount equal to two times the Base Rent then in effect, prorated on a monthly
basis, together will all applicable additional rent from the date of such
surrender until such time as evidence of compliance with ISRA has been delivered
to the Landlord, and together with any costs and expenses incurred by Landlord
in enforcing Tenant's obligations under this Article 15.3. Evidence of
compliance, as used herein, shall mean a "letter of non-applicability" issued by
the New Jersey Department of Environmental Protection, hereinafter referred to
as "NJDEP", or an approved "negative declaration" or a "remediation work plan"
which has been fully implemented and approved by NJDEP. Evidence of compliance
shall be delivered to the Landlord together with copies of all submissions made
to, and received from, the NJDEP, including all environmental reports, test
results and other supporting documentation. In addition to the above, Tenant
hereby agrees that it shall cooperate with Landlord in the event of the
termination or expiration of any other lease affecting the Property, or a
transfer of any portion of the property indicated on Schedule "A", or any
interest therein, which triggers the provisions of ISRA. In such case, Tenant
agrees that it shall fully cooperate with Landlord in connection with any
information or documentation which may be requested by the NJDEP. In the event
that any remediation of the Property is required in connection with the conduct
by Tenant of its business at the Leased Premises, Tenant expressly covenants and
agrees that it shall be responsible for that portion of said remediation which
is attributable to the Tenant's use and occupancy thereof. Tenant hereby
represents and warrants that its Standard Industrial Classification No. is 0638,
and that Tenant shall not generate, manufacture, refine, transport, treat,
store, handle or dispose of "hazardous substances" as the same are defined under
ISRA and the regulations promulgated pursuant thereto. Tenant hereby agrees that
it shall promptly inform Landlord of any change in its SIC number or the nature
of the business to be conducted in the Leased Premises. The within covenants
shall survive the expiration or earlier termination of the lease term.
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4. Article 51 of the Lease entitled "Renewal Option" is hereby deleted in
its entirety.
5. Except as hereinabove referred to, all other terms and conditions of the
Lease shall remain in full force and effect, unimpaired and unmodified.
6. This agreement shall be binding upon the parties hereto, their heirs,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed by their proper corporate officers and caused their proper corporate
seals to be hereto affixed the day and year first above written.
WITNESS: XXX XXXXX ASSOCIATES
/s/ XXXXXX XXXXXXXXX /s/ XXXXXXX XXXXX
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Partner
ATTEST: MEDICAL NUTRITION, INC.
/s/ XXXX XXXX By: /s/ XXXXXX X. XXXX
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STATE OF )
) SS.:
COUNTY OF SOMERSET )
BE IT REMEMBERED, that on this 24th day of OCTOBER, 1994, before me,
the subscriber, XXXXXX X. XXXXXXXXX, personally appeared XXXXXXX XXXXX, Partner
of XXX XXXXX ASSOCIATES, a New Jersey Limited Partnership, who, I am satisfied,
is the Landlord mentioned in the within Instrument, and thereupon he
acknowledged that he signed, sealed and delivered the same as his act and deed,
for the uses and purposed therein expressed.
/s/ XXXXXX XXXXXXXXX
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XXXXXX XXXXXXXXX
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Nov. 23, 0000
XXXXX XX XXX XXXXXX )
) SS.:
COUNTY OF BERGEN )
BE IT REMEMBERED, that on this 13th day of OCTOBER, 1994, before me,
the subscriber, MEDICAL NUTRITION, INC., personally appeared, XXXXXX X. XXXX,
who, I am satisfied is the person who signed the within instrument as XXXXXX X.
XXXX of MEDICAL NUTRITION, INC., a New Jersey corporation, the Tenant mentioned
in the within Instrument, and he thereupon acknowledged that the said instrument
made by the corporation and sealed with its corporate seal, was signed, sealed
with the corporate seal and delivered by him as such officer and is the
voluntary act and deed of the corporation, made by virtue of authority from its
Board of Directors.
/s/ XXX XXXXXXXXX
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XXX X. XXXXXXXXX
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Feb. 17, 1999
PREPARED BY: XXXXXX X. XXXXX, ESQ.
