Exhibit 10.13.6
SEVENTH MODIFICATION OF LEASE AGREEMENT
This Seventh Modification of Lease Agreement ("Agreement"),
made this 16th day of December, 2005, by and between METROPLEX ASSOCIATES, a New
Jersey partnership, having an address c/o of Atlantic Realty Development
Corporation, 00 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the
"Landlord"), and HANOVER CAPITAL PARTNERS, LTD. (formerly, Hanover Capital
Mortgage Corporation), a New York corporation, having an address at Metroplex
Corporate Center II, 000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 (the
"Tenant").
WITNESSETH:
WHEREAS, by lease dated March 9, 1994 (the "Original Lease"),
Landlord leased to Tenant and Tenant hired from Landlord certain premises (the
"Original Space") having a gross rentable area of approximately 5,834 square
feet constituting a portion of the third floor of the building known as
Metroplex Corporate Center I, 000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000;
and
WHEREAS, by document entitled "First Modification and
Extension of Lease Agreement", dated February 28, 1997 (the "First
Modification"), the term of the Lease was extended until 6:00 p.m. on June
30, 2002; and
WHEREAS, by document entitled "Second Modification and
Extension of Lease Agreement", dated April 22, 2002 (the "Second Modification"),
the term of the Lease was extended until 6:00 p.m. on April 30, 2005; and
WHEREAS, by document entitled "Third Modification of Lease
Agreement", dated May 8, 2002 (the "Third Modification"), Landlord leased to
Tenant certain additional space having a gross rentable area of approximately
777 square feet located on the third floor of the Building (the "Second Space");
and
WHEREAS, by document entitled "Fourth Modification of Lease
Agreement", dated November, 2002 (the "Fourth Modification"), Tenant surrendered
to Landlord the Second Space and Landlord leased to Tenant certain additional
space having a gross rentable area of approximately 3,890 square feet located on
the second floor of the Building (the "Third Space"); and
WHEREAS, by a letter agreement (the "Letter Agreement"), dated
July 31, 2003 (the "Letter Agreement"), Landlord leased to Tenant certain
additional space having a gross rentable area of approximately 777 square feet
located on the third floor of the Building (the "Fourth Space"); and
WHEREAS, by document entitled "Fifth Modification of Lease
Agreement", dated October 9, 2003 (the "Fifth Modification"), Tenant surrendered
to Landlord the Original Space, the Third Space and the Fourth Space and
Landlord leased to Tenant certain additional space having a gross rentable area
of approximately 12,267 square feet located on the first floor of the Building
(the "Fifth Space"); and
WHEREAS, by document entitled "Sixth Modification of Lease
Agreement", dated August 3, 2005 (the "Sixth Modification"), Tenant surrendered
to Landlord the Fifth Space and Landlord leased to Tenant certain space having a
gross rentable area of approximately 15,865 square feet located on the first
floor of the building (the "Building") located at 000 Xxxxxxxxx Xxxxx, Xxxxxx,
Xxx Xxxxxx (the "Premises"); and
WHEREAS, the Original Lease, the First Modification, the
Second Modification, the Third Modification, the Fourth Modification, the Letter
Agreement, the Fifth Modification and the Sixth Modification are herein
collectively referred to as the "Lease"; and
WHEREAS, Landlord and Tenant desire to further modify the
Lease as hereinafter provided;
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NOW, THEREFORE, for and in consideration of the above premises, the
mutual covenants hereinafter contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:
1. Premises. Upon the "Added Space Possession Date" (as said term is
hereinafter defined), the definition and description of the Premises in the
Lease shall be modified and amended to include certain additional space having a
gross rentable area of approximately 5,428 square feet on the first floor of the
Building (the "Added Space") which Added Space is more particularly described on
Exhibit A attached hereto and made a part hereof. Upon the Added Space
Possession Date, the Added Space shall be considered a part of the Premises and
all references in the Lease to the Premises shall, upon the Added Space
Possession Date, refer to the Premises described in the Sixth Modification,
together with the Added Space described herein. The Premises (including the
Added Space) shall, upon the Added Space Possession Date, have a gross rentable
area of approximately 21,293 square feet.
2. Term. (a) The term for the Added Space shall commence on the date
(the "Added Space Possession Date") Landlord delivers possession of the Added
Space to Tenant with the Added Space Work (as hereinafter defined), exclusive of
"punchlist" items, substantially completed. The Added Space Work shall be deemed
substantially completed at such time as the only items of Added Space Work to be
completed are those which will not substantially interfere with Tenant's use and
occupancy of the Added Space. Notwithstanding the foregoing, should Landlord be
delayed in delivering possession of the Added Space to Tenant, or in
substantially completing the Added Space Work, by reason of Tenant's delay, lack
of cooperation, request for changes in the Added Space Work, or the performance
of work by anyone employed or engaged by Tenant, or by reason of any other act
or omission of Tenant, the Added Space Possession Date shall be the date which
is the earlier of (i) the date when Landlord delivers possession of the Added
Space to Tenant with the Added Space Work, exclusive of so-called "punchlist"
items, substantially completed as hereinabove provided, or (ii) the date when
Landlord would have delivered possession of the Added Space to Tenant with the
Added Space Work, exclusive of so-called "punchlist" items, substantially
completed but for the occurrence of any Tenant delay referred to above.
Notwithstanding anything to the contrary contained herein, subject to Force
Majeure and/or delays caused by Tenant, in the event that the Added Space
Possession Date has not occurred on or before March 31, 2006, Tenant shall have
the right to terminate this Lease upon written notice to Landlord at any time
subsequent to March 31, 2006 and prior to the occurrence of the Added Space
Possession Date, in which event this Lease shall terminate and neither party
shall have any further rights or obligations hereunder, except for any such
rights or obligations accruing prior to the date of termination.
(b) The expiration date of the Lease shall remain October 31, 2010.
After the expiration date, Tenant shall continue to have one (1) option to renew
and extend the term of the Lease for the Additional Extension Term as set forth
in Section 2(c) of the Sixth Modification. Fixed Rent during the Additional
Extension Term shall be as provided in Section 3(c) of the Sixth Modification.
Tenant shall have no further right or option to renew the term of the Lease
after the expiration of the Additional Extension Term.
3. Fixed Rent. (a) Commencing as of the Added Space Possession Date,
the gross rentable area of the Added Space shall be included in calculating the
Fixed Rent payable by Tenant under the Lease. Accordingly, commencing as of the
Added Space Possession Date and continuing through October 31, 2007, Tenant
shall pay to Landlord annual Fixed Rent in an amount equal to the product of the
gross rentable area of the Premises (including the Added Space) multiplied by
$17.55 per square foot (i.e., 21,293 square feet x $17.55 = $373,692.15 per
annum/$31,141.00 per month. Commencing as of November 1, 2007 and continuing
through October 31, 2010, Tenant shall pay to Landlord annual Fixed Rent in an
amount equal to the product of the gross rentable area of the Premises
(including the Added Space) multiplied by $18.05 per square foot (i.e., 21,293
square feet x $18.05 = $384,338.65 per annum/$32,028.22 per month.
(b) Fixed Rent shall be payable in equal monthly installments as
aforesaid, in advance on the first day of each and every calendar month of the
term of the Lease in lawful money of the United States of America in the office
of Landlord or at such other place as may hereafter be
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designated by Landlord. Fixed Rent shall be paid to Landlord without notice or
demand and without deduction, setoff or other charge therefrom or against the
same.
4. Proportionate Share. The Lease is amended to provide that effective
as of the Added Space Possession Date, Tenant's Proportionate Share, as defined
in Article 3 of the Original Lease, shall be increased from 12.61% to 16.92%.
5. Insurance. Article 4 of the Original Lease is supplemented to
provide that Tenant shall, at its cost and expense, add to all existing policies
of insurance, or procure all policies of insurance for the purpose of insuring
the Added Space in accordance with the terms set forth in Article 4 of the
Original Lease. Such policies, or certificates thereof, together with reasonable
evidence of premium payment, shall be delivered to Landlord upon execution
hereof.
6. Additional Rent. The "Base Year" (as defined in Article 18 of the
Lease), for the Added Space shall be the calendar year 2006. The Base Year for
the balance of the Premises shall remain the calendar year 2005 as set forth in
Section 6 of the Sixth Modification.
7. Electric Charges. Commencing as of the Added Space Possession Date,
the gross rentable area of the Added Space shall be included in calculating
Tenant's electric usage at the Premises. If electric energy consumed in the
Premises is not separately metered, either by the utility company or by
Landlord, Tenant shall pay Landlord for such electric energy the sum of
$26,616.25 per annum (i.e., $1.25 per square foot of gross rentable area of the
Premises) in equal monthly installments of $2,218.02 each on the first day of
each month during the term of the Lease. Such sum of $26,616.25 shall be subject
to increase in accordance with increases in electric charges payable by
Landlord. In addition, either Landlord or Tenant may, at any time, at its sole
cost and expense, engage an electrical consultant, approved by the non-procuring
party, to make a survey of the electric energy demand in the Premises and to
determine the average monthly electric consumption in the Premises. The findings
of said consultant as to the average monthly electric consumption of Tenant
shall be deemed conclusive and binding upon the parties. From and after said
consultant has submitted its report, Tenant shall pay to Landlord, as additional
rent, on the first day of each month during the balance of the term of the Lease
(or until another such survey is performed or a separate electric meter is
installed for the Premises), in advance, the amount set forth in the survey as
the monthly electric consumption.
8. Brokerage Commission. Tenant warrants and represents that it has
not dealt or negotiated with any real estate broker or salesman in connection
with this Agreement other than Newmark Real Estate of New Jersey, L.L.C. (the
"Broker") or representatives thereof. Tenant shall and hereby does indemnify and
hold Landlord harmless from and against any real estate commissions, fees,
charges or the like, or claims therefor, including any and all costs incurred in
connection therewith, arising out of the within transaction payable to any party
other than the Broker except to the extent any such claim or commission is based
solely upon Landlord's acts. Landlord shall pay any commission due to the Broker
pursuant to a separate agreement, less any prepaid commission for the unexpired
term of the Surrendered Space.
9. Condition of Added Space/Added Space Work. (a) Landlord shall, at
its sole cost and expense, promptly following execution of this Agreement,
prepare the Added Space for Tenant's occupancy in accordance with Plan
#_______________________created by dbi (the "dbi Plan") attached hereto as
Exhibit B (the "Added Space Work"). Landlord shall pay all costs and expenses of
dbi for space planning and shall obtain, at Landlord's cost, any building
permits necessary for the Added Space Work. Tenant shall have the right to
submit a written "punch list" to Landlord, setting forth any defective item of
construction, and Landlord shall promptly cause such items to be corrected. The
Added Space Work shall not include the installation of Tenant's furniture,
including Tenant's furniture systems, fixtures, equipment and telephone and data
cabling, all of which shall be installed by Tenant at Tenant's sole cost and
expense. Except for the Added Space Work, it is expressly understood and agreed
to by and between the parties hereto that the Added Space is being leased by
Landlord to Tenant, and shall be delivered to Tenant in its present condition
"as is", and Landlord shall not be obligated to perform any additional work of
any type or nature whatsoever in connection with this Agreement except as is
expressly required under the Lease.
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(b) Tenant shall have no obligation to remove or restore the Added
Space Work except that Tenant, at its sole cost and expense, shall, upon the
expiration or sooner termination of this Lease, remove all voice, data and
computer wires and cabling from the Premises and the Building and shall repair
any damage caused by such removal.
10. Security Deposit. Pursuant to Section 10 of the Sixth
Modification, Tenant has deposited with Landlord the sum of $23,202.56 as and
for a security deposit. Upon Tenant's execution of this Agreement, Tenant shall
pay to Landlord the sum of $7,938.44 as additional security. Upon such payment,
Tenant's total security deposit shall be in the amount of $31,141.00 which shall
be held by Landlord in accordance with Article 39 of the Lease.
11. No Default. Tenant represents, warrants and covenants that
Landlord is not currently in default under any of its obligations under the
Lease and Tenant is not in default under any of its obligations under the Lease
and no event has occurred which, with the passage of time or the giving of
notice, or both, would constitute a default by either Landlord or Tenant under
the Lease.
12. Defined Terms. The terms used in this Agreement and not defined
herein shall have the respective meanings indicated in the Lease, unless the
context requires otherwise.
13. No Other Changes. The intent of this Agreement is only to modify
and amend those provisions of the Lease as herein specified. Except as herein
specifically modified, changed and amended, all of the terms and conditions of
the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Seventh
Modification of Lease Agreement as of the day and year first above written.
WITNESS: METROPLEX ASSOCIATES
(Landlord)
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Partner
ATTEST: HANOVER CAPITAL PARTNER, LTD.
(Tenant)
/s/ Xxxx X Xxxxxxx By: /s/ Xxxxx Xxxxxxx
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Xxxx X Xxxxxxx Xxxxx Xxxxxxx, President
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EXHIBIT A
ADDED SPACE
(Floor Plan)
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EXHIBIT B
THE DBI PLAN
(Floor Plan)
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