EXHIBIT 10.8 Lease Agreement ~ East Group Properties, L.P. dated December 31,
2000.
LEASE AGREEMENT
THIS AGREEMENT is made and entered into effective as of the day of November,
2000 by and between EastGroup Properties L.P. ("Lessor") and FirstPublish, Inc.,
("Lessee").
WITNESSETH:
1. Premises. Lessor, in consideration of the payments to it by Lessee of
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the rents herein contained, which Lessee agrees to promptly pay, and in
consideration of the performance by Lessee of the covenants hereinafter
provided, which Lessee agrees to fully and promptly perform, does hereby lease
to Lessee approximately 60,214 square feet of space, hereinafter referred to as
the "Leased Premises," as shown on the plan attached hereto as "Exhibit A" and
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incorporated herein by reference, representing all of Building II (the
"Building") to be constructed within Sunport Center (the "Center"). The address
of the Leased Premises is 000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000. For
purposes of calculating sums owed under this Lease, it is agreed that the Leased
Premises constitutes 100% of the total leasable area within the Building.
Said percentage is hereinafter referred to as the Lessee's pro rata share.
2. Term. The term of this Lease shall be for a period of 120 months
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beginning May 1, 2001 (the "Commencement Date"), and ending on April 30, 2011.
This period (including any renewals subsequently enacted pursuant to the terms
of this Lease and any extensions), shall be referred to as the "Lease Term".
3. Rental. During the first year of the Lease Term as Total Rental for the
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use and occupancy of the Leased Premises, Lessee shall pay to Lessor in lawful
money of The United States of America the sum of $496,765.44 (the "Total
Rental") payable in twelve (12) equal payments of $41,397.13 per month, plus
Florida State sales tax, in advance on the first day of each and every month
during said Lease Term. As used herein, the term "Total Rental" includes the
annual Operating Expense Factor of $78,278.16 described in Paragraph 6,
"Operating Expenses" of this Lease, an annual Base Rental of $418,487.28, and
all other sums anticipated to come due under this Lease, if any.
With respect to rentals, the parties also agree as follows:
(a) Lessee has deposited with Lessor simultaneously with Lessee's
execution of this Lease, the sum of $41,397.12 plus Florida State sales tax
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for a total of $43,880.95 which will be credited to Lessee for payment of
the first month's rent.
(b) The Base Rental shall be increased to $37,633.75 per month plus the
Operating Expense Factor and sales tax beginning upon commencement of the
Second Lease Year the Lease Term, and thereafter Base Rent will increase by
three percent annually (3%) commencing with the Third Lease Year and
continuing for the remainder of the Lease Term.
Exhibit 10.8- Page 1
(c) If this Lease commences on a day other than the first day of the
month, the first monthly installment of rent shall be adjusted and prorated
so that Lessee shall only pay rent for the actual number of days in the
first month of said term, but for all other months Lessee shall pay the
full monthly installment on the first day of each and every month.
(d) Rent shall be mailed or delivered by Lessee to Lessor at such place as
Lessor may designate in writing and rent shall be payable promptly on the
first day of each and every month without prior demand therefor by Lessor.
(e) Lessee hereby agrees with Lessor that in the event that rentals and
other sums due hereunder are received after the tenth (10th) day of the
month in which they are due, Lessee shall pay to Lessor, at Lessor's
option, a late charge equal to five percent (5%) of the total sum due, plus
applicable sales tax.
4. Additional Rent. In addition to Total Rental set forth herein, all other
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payments (if any) to be made by Lessee to Lessor shall be deemed to be and
shall become additional rent hereunder, whether or not the same be designated as
such; and shall be due and payable within thirty (30) days following demand by
Lessor or together with the next succeeding installment of rent, whichever shall
first occur, together with sales tax thereon. Lessor shall have the same
remedies for failure to pay the same as for a non-payment of rents.
5. Security Deposit. Lessee shall, upon the execution of this Lease,
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deposit with Lessor as security for the payment of rent and the performance of
all other covenants to be performed by Lessee, the sum of $34,873.94 (one
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months' Base Rent if not filled in). Said security deposit shall be
non-interest bearing. If Lessee defaults in the payment of any monthly rental
installment or fails to perform any other covenant within ten (10) days after
receipt of written demand therefor, Lessor, at its option, may apply sufficient
sums from the security deposit towards payment thereof. If Lessor elects to so
apply the security deposit, or any part thereof, Lessee shall be obliged to
immediately replenish the security deposit for the amount so applied by Lessor.
The total security deposit shall be held by Lessor until expiration of the
initial Lease Term or until expiration of any renewal term if any renewal option
which exists is exercised, and the unused portion of the security deposit not
having been used to repair and/or restore any damage resulting from Lessee's
actions or neglect to the Leased Premises shall be refunded by Lessor to Lessee
at the end of the Lease Term. The security deposit shall not be applied to rent
except upon approval of Lessor.
6. Operating Expenses. As noted above, the term "Total Rental" includes an
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annual "Operating Expense Factor" equal to $1.30 per square foot of the Leased
Premises, for the calendar year in which the lease commences, to cover Lessee's
pro rata share (see Paragraph 1) of the projected Operating Expenses.
With respect to Operating Expenses, the parties agree to the following:
(a) The term "Operating Expenses" used in this Lease Agreement represents
the total annualized cost of operating the Building/Center including, but
is not limited to, Owners Association Costs and Assessments, Common
Maintenance and Service Costs, Real Estate Taxes and Assessments, Insurance
Premiums, accounting, management fees and other reasonable costs associated
with the management and operation of the Building/Center. Said term shall
not include depreciation on any improvement, any major capital expenses or
Exhibit 10.8- Page 2
improvements (particularly major re-roofing or pavement resurfacing work),
moving or relocation costs, legal or collection costs and real estate
commissions.
(b) The term "Common Maintenance and Service Costs" shall include routine
cleaning and maintenance of the exterior of the Leased Premises to include
periodic window cleaning; the cleaning, maintenance and sweeping of the
parking lot and sidewalks; the care and maintenance of the landscaping and
landscaped areas to include the retention pond areas and irrigation
systems; common area exterior lighting and other power charges, if any;
domestic and irrigation water, and sanitary sewer charges and assessments,
if any; painting; and any other costs customarily considered as common
repair, maintenance and service costs.
(c) The term "Real Estate Taxes and Assessments" shall include ad valorem
real and personal property taxes and assessments or any new and different
taxes, and assessments levied or charged against the entire Building
(and/or the Center as a completed project). All sales tax on rents and
personal property taxes charged or levied against Lessee's furniture,
fixtures and equipment in the Leased Premises shall be paid by Lessee.
(d) The term "Insurance Premiums" shall include the cost of insuring against
loss by fire or casualty with extended coverage, including insurance of rents,
in an amount(s) determined by the Lessor. In the event the cost of premiums on
said fire and extended insurance increases due to the hazardous nature of the
use and occupancy by Lessee of the Leased Premises, then the entire increase in
insurance cost shall be paid by Lessee in a lump sum within thirty (30) days
following receipt of invoice from the Lessor.
(e) In lieu of paying to Lessor the real estate taxes and assessments on
the Leased Premises and water and sewer charges as part of the monthly OEF
pursuant to this Section, Lessee may elect to pay the real estate taxes
an(d assessments directly to the public officers charged with the
collection thereof, before any fine or penalty may be added thereto for
nonpayment, and Lessee may pay contract for and pay water and sewer charges
directly to the utility service provider. Lessee shall provide Lessor with
proof of such timely payments upon request by Lessor. This election shall
apply only if the Building is separately assessed (which Lessor will
request of the Taxing authority).
On the first day of each calendar year falling after the Commencement Date
throughout the Lease Term, the Operating Expense Factor portion of the Total
Rental set forth in Paragraph 3 (and, as a result, the Total Rental) shall be
adjusted to reflect Lessee's pro rata share of actual or estimated decreases or
increases in Operating Expenses. Lessor shall provide the cost data upon which
the determination of costs, and any decreases or increases, are based in a
format it shall determine to be consistent with reasonable and customary
business practice. In the event that actual Operating Expenses for a preceding
period are less than the sum paid by the Lessee under this provision, Lessor
shall refund or credit such excess to the account of the Lessee. If the sum
collected is less than the actual Operating Expenses, Lessee shall reimburse
Lessor for such variation upon invoice therefor accompanied by supporting data.
The obligation to pay Lessee's pro rata share of Operating Expenses incurred
during the Lease Term shall survive the expiration or termination of this Lease.
Exhibit 10.8- Page 3
Lessee acknowledges that if the Building is part of a Center, the Center may
include not only the Building but other buildings either already existing or to
be constructed in the future. Lessee understands and agrees that, for the
purposes of administering the provisions of this Paragraph 6, so long as the
Building is owned and/or managed in conjunction with other buildings, Operating
Expenses and other costs reimbursable by the Lessee may be paid, recorded and
reported on a consolidated overall project basis.
Upon computation of the Operating Expenses and the corresponding adjustment of
the estimated monthly payments due from Lessee for the current lease year and
the communication of that adjustment by Lessor to Lessee, then Lessee shall pay,
with the monthly installment of Base Rent next due following communication of
such adjustment, the difference, if any, between the monthly estimated Operating
Expenses for the preceding year and the monthly estimated Operating Expenses for
the current year, multiplied by the number of months, if any, elapsed during the
then current year prior to such communication (i.e. the number of months elapsed
since the last anniversary of the Commencement Date). In no event shall
Lessor's delay in the computation of such adjustment or the communication
thereof to Lessee relieve Lessee of Lessee's obligation to pay monthly estimated
Operating Expenses each month during the Lease Term. It is understood that
Lessee may, upon reasonable prior written notice, examine Lessor's books and
records applicable to the Building for the purpose of verifying Lessor's
calculation of Operating Expenses. However, no such examination shall postpone
the due date of any payments owed to Lessor.
7. Construction. The Lessor hereby agrees to build the Building,
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including site work and landscaping, and to complete the Leasehold Improvements
to the Leased Premises substantially in accordance with the preliminary plans
and specification shown in Exhibit "B" attached hereto and incorporated herein
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by this reference (the "Preliminary Plans and Specifications"). Full
construction drawings and final plans and specifications (including leasehold
improvements) along with a Leasehold Improvement construction cost schedule
shall be prepared by Lessor and, upon timely approval by Lessee, substituted for
the Preliminary Plans and Specifications attached hereto as Exhibit "B" within
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sixty (60) days after the date first written above (the "Final Plans and
Specifications"). Lessor shall make its best efforts to complete construction
of the Leased Premises by May 1, 2001 (the "Improvements Completion Deadline"),
but if the construction is not substantially completed and the Leased Premises
are not available for occupancy by said date, Lessee shall have no claim against
Lessor due to such delay, excepting that (i) the Term shall not commence until
the Leased Premises are deemed to be available to Lessee, and (ii) except for
acts and delays resulting from acts or omissions of Lessee, its agents,
contractors and vendors, or by force majeure, Lessor shall pay Lessee a late
completion payment (the "Late Completion Payment") equal to FIVE HUNDRED AND
NO/100 DOLLARS ($500.00) for each calendar day of delay after May 31,2001.
Lessor and Lessee agree that the Late Completion Payment (i) shall constitute
liquidated damages for damages Lessee will suffer as a result of Lessor's
failure to substantially complete construction and make the Leased Premises
available for occupancy by Lessee by the Improvements Completion Deadline, which
damages cannot be ascertained with reasonable certainty on the date of this
Lease, (ii) most closely approximates the amount necessary to compensate Lessee
for such damages. Notwithstanding anything set forth herein to the contrary, it
is understood and agreed that Lessee shall have the right, to be exercised in
lieu of any other remedy, to terminate this Lease if Lessor fails to
substantially complete its portion of the Leased Premises by August 31, 2001,
due to no fault of Lessee.
The Leased Premises shall be deemed substantially completed and available to
Lessee upon issuance to Lessor of a Certificate of Occupancy by the appropriate
governmental authority
Exhibit 10.8- Page 4
(notwithstanding the necessity of minor repairs, installations, and adjustments
still to be made by the Lessor), or when Lessee actually occupies the Leased
Premises whichever occurs first. If the substantial completion of the Leased
Premises by Lessor is delayed due to any act or omission of Lessee or Lessee's
representatives, including any delays by Lessee in the submission of plans,
drawings, specifications or other information, or in obtaining permits for its
installations, or in approving any working drawings or estimates or in giving
any authorization or approval, the Leasehold Improvements shall be deemed
substantially completed on the date when they would have been ready but for such
delay (as determined by the project architect) and the Term and Lessee's
obligation to pay Total Rental shall commence.
Subject to safety and construction coordination and scheduling considerations
exercised by Lessor, at its sole discretion, Lessor agrees to grant Lessee and
its employees, constructors, and suppliers permission to enter the Leased
Premises thirty (30) days prior to the anticipated Commencement Date for the
purpose of allowing Lessee to install its equipment and installations, but such
possession shall be deemed to be upon all the terms, covenants, conditions and
provisions of this Lease, except for payment of the rent and commencement of
Term. Any such entry by Lessee onto the Lease Premises prior to the
Commencement Date shall be at Lessee's peril and with the understanding that
prior to the Commencement Date, the Leased Premises is a dangerous construction
site. At all times prior to the Commencement Date, Lessor shall not be
responsible for safeguarding Lessee or any equipment, facilities, or other
property installed or placed upon the Leased Premises by Lessee and Lessor
hereby expressly disclaims any liability therefor. Lessee hereby releases
Lessor from any and all liability relating to or arising from Lessee's presence
or installation or placement of equipment, facilities, and other property upon
the Leased Premises prior to the Commencement Date. While on the Leased
Premises prior to the Commencement Date, Lessee shall not interfere with or
hinder Lessor's efforts to complete construction of the Building and Leasehold
Improvements.
The total direct and indirect cost of Lessee's Leasehold Improvements is
estimated to be $1,500,000.00. Such cost shall include, but not be limited to,
government permits and fees, architectural and engineering fees, all
construction services, work, and materials, and such other costs commonly
associated with construction of leasehold improvements of the nature and scale
depicted by the construction documents which are attached as Exhibit B to the
Lease. Lessor shall contribute $963,500.00 toward the total cost of the
Leasehold Improvements, the balance of the total cost shall be payable by the
Lessee in cash prior to occupancy. Upon request by Lessor made not sooner than
ten (10) days prior to commencement of Leasehold Improvements, Lessee shall
deposit with Lessor 50% of the sum estimated to be Lessee's contribution toward
the total cost of Leasehold Improvements based upon a detailed project budget
prepared by Lessee. The remaining balance due from Lessee shall be payable
within ten (10) days following the issuance of a certificate of occupancy for
the Building (or, if such issuance is held up as a result of the failure by
Lessee to complete its work, within the ten (10) days following the substantial
completion by Lessor of its work). Within fifteen (15) days following Lessor's
substantial completion of its work to be performed on the Building,
representatives of Lessor and Lessee shall meet and formulate a listing of any
so-called "punch list" work remaining to be performed by Lessor. Lessor shall,
within a reasonable time after the joint formulation of such punch list,
complete all items listed therein. The existence of so-called "punch list" work
shall not be deemed to mean that Lessor has not substantially completed the
Building.
Exhibit 10.8- Page 5
It is understood and agreed that Lessor shall be responsible for remedying
material latent defects which were not discernable at the time that Lessee took
occupancy of the Building and which are discovered (and written notice received
by Lessor regarding) within three (3) years after the Commencement Date.
Nothing herein shall relieve Lessor from continued responsibility for structural
components of the Building.
8. Utilities. Lessee shall contract and pay for electric power consumed at
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the Leased Premises, which shall be separately metered. Lessor shall furnish
water and sewer services to the Leased Premises and Lessee shall reimburse
Lessor for these charges as part of Lessee's Pro Rata Share of Operating
Expenses pursuant to Paragraph 6 hereof. Lessor reserves the right to install,
at Lessor's discretion, separate meters for any public utility. In the event
that Lessee is required to pay for any such utility based upon installation of a
separate meter therefore, Lessee's Pro Rata Share of Operating Expenses shall
not include any charge for use of the utility so metered. Lessor shall permit
Lessee, at no cost to Lessor, to cause telephonic and fiber optic (T1 or
better) or any other communications services to be made available to the Leased
Premises. Lessee shall contract directly with the appropriate contractors and
utilities for the construction, installation, and use of such services. Lessee
shall arrange and pay for trash collection services at the Leased Premises.
9. Insurance. Lessor shall arrange to insure the Building of which the
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Leased Premises form a part against loss by fire or casualty with all risk
coverage in an amount determined by the Lessor.
Lessee shall at all times and at its cost maintain comprehensive public
liability insurance on the Leased Premises with limits of at least $2,000,000
for personal injury, and death, and property damage. Said public liability
policies shall name Lessor as an additional insured as its interest may appear.
Lessee shall provide Lessor with a copy thereof prior to the Commencement Date
and shall exhibit receipts showing payment of premiums on request from Lessor.
Such policy shall further provide that the insurer shall not cancel, alter or
allow expiration or other termination thereof without at least thirty (30) days'
prior written notice from such insurer to Lessor.
Lessee shall at all times and at its expense maintain insurance against loss by
fire and other casualty with extended coverage on its furniture, fixtures,
inventory, equipment, supplies and personal property, and said policies shall
include a standard waiver of subrogation clause against Lessor. In addition to
the public liability coverage required above, Lessee shall also carry Fire Legal
Liability coverage in the amount of (i) $3,000,000.00 if the Leased Premises
comprise the entire Building, or (ii) $200,000.00 if the Leased Premises
comprise only a portion of the Building.
10. Use of Premises, Parking and Loading. Lessee shall use and occupy the
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Leased Premises only for use as Office and publishing and for no other purpose
without Lessor's prior written consent. Lessor hereby grants to Lessee, its
employees, guests and invitees the right to use the off-street auto parking lot
and truck loading areas on the site upon which the Building is situated. The
auto parking lot shall be used exclusively by the Lessee, its employees, guests
and invitees. No vehicle abandoned or disabled or in a state of non-operation
or disrepair shall be left upon the property of the Lessor, and Lessee shall
enforce this restriction against Lessee's employees, agents, visitors,
licensees, invitees, contractors and customers. Should Lessor determine that a
violation of
Exhibit 10.8- Page 6
this restriction has occurred, Lessor shall have the right to cause the
offending vehicle, equipment, trailer or machinery to be removed from Lessor's
property, and all costs of such removal shall be the obligation of the Lessee
responsible for such vehicle under the terms of the lease and shall be
reimbursed to the Lessor by Lessee within ten (10) days of written notice to
Lessee.
11. Interruption of Utility Service. Lessor does not warrant that any
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utilities or public services will be free from interruption. In the event of
temporary interruption of such services, the same shall not be deemed an
eviction or disturbance of Lessee's use and possession of the Leased Premises
nor render Lessor liable to Lessee for damage by abatement of rent or otherwise.
Nor shall the same relieve Lessee from performance of Lessee's obligations under
this Lease.
12. Waiver of Claim; Indemnification. Lessee waives and releases all claims
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against Lessor, its agents, employees, and servants, in respect of, and they
shall not be liable for, injury to person or damage to property sustained by
Lessee or by any occupant of the Leased Premises, the Building, or the Center,
or any other person occurring in or about the Building/Center , or the Leased
Premises resulting directly, or indirectly, from any existing or future
condition, defect, matter or thing in the Leased Premises, or the Building or
any part of it, or from equipment or appurtenance therein, or from accident, or
from any occurrence, act, negligence or omission of any lessee or occupant of
the Building, or of any other person. This paragraph shall apply also to
damage caused as aforesaid or by flooding, sprinkling devices, air conditioning
apparatus, water, frost, steam, excessive heat or cold, falling objects, broken
glass, sewage, gas, odors or noise, or the bursting or leaking of pipes or
plumbing fixtures and shall apply equally whether any such damage results from
the act or circumstance, whether of a like or wholly different nature. If any
such damage to the Leased Premises or to the Building or any equipment or
appurtenance therein, or to Lessee thereof, results from any act or omission or
negligence of Lessee, its agents, employees or invitees, Lessor, at Lessor's
option, may repair such damage and Lessee shall, within ten (10) days following
demand by Lessor, reimburse Lessor forthwith for all cost of such repairs and
damages both to the Building and to the lessees or occupants thereof, in excess
of the amount, if any, paid to Lessor under insurance covering such damages.
All property in the Building or in the Leased Premises belonging to Lessee, its
agents, employees or invitees, or to any occupant of the Leased Premises, shall
be there at the risk of Lessee or other person only, and Lessor shall not be
liable for damage thereto or theft, misappropriation, or loss thereof. Lessee
agrees to hold Lessor harmless and to indemnify it against claims and liability
for injuries to all persons and for the damages due to any act or omission of
Lessee, its agents, employees, guests, customers, clients and invitees. Lessee
shall pay all loss or damage occasioned by or growing out of the use and
occupancy of the Leased Premises by Lessee, its agents, employees, guests,
customers and invitees, and Lessee will indemnify, protect, and save Lessor
harmless from and against any loss or liability thereof or therefor and from and
against any expense, cost and attorney's fees incurred in connection with any
claim for such loss or damage, including costs and attorney's fees on appeal.
Nothing in this paragraph shall be deemed to relieve Lessor from liability for
damages or injuries to person or property caused by or resulting from the
negligence of Lessor, its agents, servants or employees.
13. Care of Premises. Lessee shall, throughout the Lease Term, take good
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care of the Leased Premises and all fixtures, appurtenances, doors and windows,
locks, walls, ceilings, flooring and mechanical equipment located therein,
excepting that which may be covered by applicable
Exhibit 10.8- Page 7
warranty, and, at its sole cost and expense, make all non-structural repairs
thereto and perform maintenance thereon as and when needed to preserve them in
good working order and condition, reasonable wear and tear from use and damage
from the elements, fire or other casualty excepted. Notwithstanding the
foregoing, all damage or injury to the Leased Premises or to any other part of
the Building, or to its fixtures, equipment and appurtenances, whether requiring
structural or non-structural repairs, caused by or resulting from carelessness,
omission, neglect or conduct of Lessee, its servants, employees, invitees or
licensees, shall be repaired by the Lessee at its sole expense to the
satisfaction of Lessor reasonably exercised. Lessee shall replace or repair, as
needed, all lamps, bulbs, ballasts and other lighting fixtures and apparatus.
Lessee shall also repair all damage to the Building and the Leased Premises
caused by the moving of Lessee's fixtures, furniture or equipment. All the
aforesaid repairs shall be of quality or class equal to the original work or
construction. If Lessee fails after ten (10) days' notice to proceed with due
diligence to make repairs required to be made by it, the same may be made by
Lessor at the expense of Lessee. Lessee shall give Lessor prompt notice of any
defective condition in the Leased Premises which Lessor is required to repair or
replace. Lessor shall remedy the condition with due diligence but at the expense
of Lessee if repairs are necessitated by damage or injury attributable to
Lessee, Lessee's servants, agents, employees, invitees, or licensees as
aforesaid. All repair work and/or modifications made to the Leased Premises must
be made by licensed and bonded contractor(s) approved by Lessor.
Lessee shall be responsible for the cost of all maintenance and repairs (except
as may be covered under applicable warranty) to the heating, ventilating and air
conditioning system(s) serving the Leased Premises. Lessee shall, within thirty
(30) days of occupancy, contract with a licensed HVAC maintenance company to
maintain the system in proper working order. The Lessee agrees to supply a copy
of the maintenance agreement to the Lessor and shall at all times during the
term of the Lease keep in full force a HVAC maintenance agreement. If Lessee
fails to enter into a maintenance agreement as herein provided, Lessor, at
Lessor's option, may elect to enter into a reasonable service contract for the
periodic professional inspection and maintenance of all the heating, ventilating
and air conditioning equipment serving the Building and Lessee shall pay its
allocated share of the cost of the service contract.
Lessor agrees that during the Lease Term it will, at its own expense, keep the
exterior and structural parts of the Building in good condition and repair, and
that it will make such repairs promptly as they become necessary. Exterior
repairs shall be deemed to include exterior walls, foundations, pavement, roof,
gutters, downspouts, and plumbing which is a part of the structure or
foundation. Lessor shall make such interior replacements as are necessitated by
building equipment failure and repairs and replacements necessitated by fire or
perils covered by extended coverage clauses (whether or not caused by the active
or passive negligence of the Lessee) for which damage or loss insurance is
carried by the Lessor and for which insurance proceeds are recovered, including
interior reconstruction and/or redecorating necessitated by such fire or other
perils.
Lessor represents that, to the best of its knowledge, there is neither currently
nor has there been any release or discharge of any hazardous substances in or
around the Leased Premises or the Building/Center. Lessee will keep the
interior of the Leased Premises clean and will not improperly or unlawfully
release, store, handle, or dispose of any refuse, trash or hazardous
Exhibit 10.8- Page 8
materials or contaminants in the Leased Premises or in or around the Building of
which the Leased Premises form a part. Lessee shall immediately notify Lessor
and appropriate governmental agencies and authorities having jurisdiction if a
release of such materials occurs, and shall take complete corrective action to
clean and remove the material and restore the Leased Premises in compliance with
procedures established by such authorities, and shall provide appropriate
evidence of compliance. Lessee agrees to hold Lessor harmless of and from any
losses, costs, damages, expenses or liabilities, public or private, arising
directly or indirectly as a result of such release or contamination and such
indemnification shall survive the expiration or termination of the Lease. Lessor
agrees to hold Lessee harmless of and from any losses, costs, damages, expenses
or liabilities arising directly or indirectly as a result of the release or
disposing of hazardous materials in or under the land underlying the Building
prior to the Commencement Date. Such indemnified liabilities shall include the
costs of environmental consultants and engineers, cleanup and reporting
expenses, and attorneys fees and costs.
14. Compliance with Laws and Regulations. Lessee shall comply with all
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Federal, State, County and City laws, ordinances, rules and regulations
affecting or respecting the use or occupancy of the Leased Premises by the
Lessee or the business at any time thereon transacted by the Lessee, and Lessee
shall comply with all rules which may be hereafter adopted by Lessor for the
protection, welfare and orderly management of the Building and its lessees or
occupants so long as such rules are consistent with the provisions of Section
10. "Use of Premises" of this Lease.
15. Holding Over. Upon expiration or termination of this Lease, Lessee's
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continued possession of the Leased Premises shall be deemed a month-to-month
tenancy on the terms stated herein but otherwise terminable by Lessor or Lessee
upon thirty (30) days' written notice. In the event such possession continues
after a date specified in a written notice from Lessor of its desire to retake
possession of the Leased Premises, the Base Rental shall be double the Base
Rental which was in effect as of the expiration or termination of the Lease
Term.
16. Signs. Lessee shall not install or locate signs in the windows and
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doors of the Leased Premises or any other part of the Building or grounds
without first securing Lessor's written consent. Any signs installed by Lessee
with Lessor's permission shall be maintained in good repair and shall be removed
and any building or grounds damaged therefrom restored by Lessee at the
expiration or earlier termination of this Lease at Lessee's expense.
17. Warranty of Quiet Enjoyment; Imposition of "Reasonableness" Standard.
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Lessee, upon paying the rents and keeping and performing the covenants of this
Lease to be performed by Lessee, shall peacefully and quietly hold, occupy, and
enjoy the Leased Premises during the Lease Term without any hindrance or
molestation by Lessor or any persons lawfully claiming under Lessor. Wherever
the consent or approval of either party is required herein, it is understood and
agreed that such consent or approval may not, unless expressly stated otherwise
in this Lease, be unreasonably withheld or delayed.
18. Waste; Disturbance. Lessee shall not commit nor suffer any waste upon
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the Leased Premises, nor cause nor allow any nuisance or other act or thing
which does or may disturb the quiet enjoyment of any other Lessee in the
Building /Center containing the Leased Premises or any
Exhibit 10.8- Page 9
other building in the Center, including without limitation the parking, loading
and landscaped areas. Lessee shall not make or allow any noise or odor to be
made upon the Leased Premises, whether as a part of Lessee's normal operations
or otherwise, which will or might disturb other parties.
19. Assignment and Subletting. Lessee shall not assign this Lease nor
-------------------------
sublet all or any part of the Leased Premises, except to an affiliate entity of
common ownership and business, without first securing Lessor's written consent.
In the event of an assignment or subletting, the assignee and/or sublessee shall
first assume in writing all of the obligations of Lessee under this Lease and
Lessee shall, for the full Lease Term, continue to be jointly and severally
liable with such assignee or sublessee for the payment of rents and the
performance of all obligations required of Lessee under this Lease. Lessee
hereby acknowledges that the use to which the Leased Premises are put and the
compatibility of any occupant of the Leased Premises with other lessees, and the
ability to pay rent when due are of prime importance and significance to the
Lessor in the operation and maintenance of the Building in which the Leased
Premises are located.
20. Fire or Other Casualty. In the event the Leased Premises shall be
----------------------
destroyed or so damaged or injured by fire or other casualty during the Lease
Term, whereby the same shall be rendered untenantable, then Lessor shall have
the right to render the Leased Premises tenantable by repairs within one hundred
twenty (120) days therefrom and this Lease shall not terminate so long as Lessor
notifies Lessee in writing of its election to restore the premises. If the
Leased Premises are not rendered tenantable within said time, it shall be
optional by either party hereto to cancel this Lease, and in the event of such
cancellation, or in the event that Lessor elects not to restore the Leased
Premises, the rent shall be paid only to the date of such fire or casualty. Any
cancellation herein mentioned shall be evidenced in writing. During any time
that the Leased Premises remain untenantable due to causes set forth in this
paragraph, the rents due hereunder or a just and fair proportion thereof shall
xxxxx.
21. Eminent Domain. If the whole of the Leased Premises shall be taken by
--------------
any public authority under the power of eminent domain, or if so much of the
Building or grounds shall be taken by any such authority under the power of
eminent domain so that the Lessee , in its reasonable opinion, cannot continue
to operate its business in the Leased Premises, then the Lease Term of this
Lease shall cease as of the day possession is taken by such public authority and
rents shall be paid up to that day with proportionate refund by Lessor of any
such rents as may have been paid in advance or deposited as security. The
amount awarded for any taking under the power of eminent domain shall belong to
and be the property of the Lessor. Nothing herein shall limit the Lessee's
ability to make an independent claim for damages or awards.
22. Waiver. No waiver of any of the covenants and agreements here contained
------
or of any breach thereof shall be taken to constitute a waiver of any other
subsequent breach of such covenants and agreements or to justify or authorize
the non-observance at any time of the same or of any other covenants and
agreements hereof.
23. Notices. All notices required under this Lease to be given to Lessor
-------
shall be given to it at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000 or
at such other place as Lessor may designate in writing. Any such notice to be
given to Lessee under this Lease shall be given to it at
Exhibit 10.8- Page 10
000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000, at the Leased Premises (upon
occupancy), and such other place as Lessee may designate in writing. All notices
shall be in writing and shall be sent by certified mail, postage prepaid, or by
telecopy facsimile transmission, or by personal delivery, or by commercial
courier. Notices shall be deemed to have been given (i) in the case of mailing,
when postmarked, (ii) in the case of telecopy transmission, when received as
evidenced by a written transmission report, or (iii) in the case of hand
delivery or delivery by commercial courier, when delivered.
24. Subordination. This Lease is subject and subordinate to all mortgages
-------------
which may now or hereafter affect the Leased Premises or the Building of which
it forms a part, and to all renewals, modifications, consolidations,
replacements and extensions thereof. This clause shall be self-operative and no
further instrument of subordination shall be required. In confirmation of such
subordination, Lessee shall execute promptly any subordination certificate that
Lessor may subsequently request; provided, however, that Lessee may condition
such subordination upon the execution and delivery by the applicable mortgage
holder of a so-called "non-disturbance" agreement in customary form.
25. Fixtures and Alterations. Lessee shall not, without Lessor's prior
------------------------
written consent, attach any fixtures in or to the Leased Premises or change,
alter or make additions to the Leased Premises, nor attach or affix any article
hereto, nor permit any annoying sound device, overload any floor, or deface the
Leased Premises. Any attached fixtures or any alterations, additions or
improvements made to or attached by Lessee upon the Leased Premises shall, on
the expiration or termination of this Lease, if requested by Lessor, or at the
election of the Lessee, be promptly removed at Lessee's expense and the Leased
Premises restored by Lessee at its expense to its original condition, ordinary
wear and tear excepted. All of Lessee's fixtures, installations and personal
property not removed from the Leased Premises upon the expiration or
termination, and not required by Lessor to have been removed as provided in this
paragraph, shall be conclusively presumed to have been abandoned by Lessee and
title thereto shall pass to Lessor under this Lease as if by a xxxx of sale.
26. Redelivery of Leased Premises. Lessee shall, on the expiration of this
-----------------------------
Lease, deliver up the Leased Premises in as good order and condition as it now
is or may be put by Lessor, reasonable use and ordinary wear and tear thereof
and damage by fire or other unavoidable casualty, condemnation or appropriation
excepted. Additionally, Lessee shall promptly surrender all keys to the Leased
Premises to Lessor.
27. Examination and Exhibiting of Leased Premises. Lessor or its duly
---------------------------------------------
authorized agent shall have the right to enter the Leased Premises at all
reasonable times to examine the condition of the same and to make repairs to the
Leased Premises or the Building. Within six (6) months prior to the date of the
expiration of the Lease, Lessor or its authorized agent shall have the right to
enter the Leased Premises at all reasonable times for the purpose of exhibiting
the same to prospective lessees.
28. Events of Default. Provided that such continues to exist on the date
-----------------
which is ten (10) days after Lessee's receipt of written demand from Lessor (but
subject to the condition that written demand is not required to be given on more
than two occasions in any twelve (12) month
Exhibit 10.8- Page 11
period for monetary default) any of the following events or occurrences shall
constitute a breach of this Lease by Lessee and shall constitute an "Event of
Default" hereunder:
(a) The failure of Lessee to pay any Total Rentals or other amounts due
under this Lease, on or before the date when due.
(b) The failure of Lessee to observe or perform any other covenant,
agreement, condition or provision of this Lease.
(c) If Lessee becomes insolvent or admits in writing its inability to pay
its debts as they mature, or makes an assignment for the benefit of
creditors, or applies or consents to the appointment of a trustee or
receiver for Lessee or for a major part of its property.
(d) The appointment of a trustee or a receiver to take possession of all
or substantially all of Lessee's property, or the attachment, execution or
other judicial seizure of all or substantially all of Lessee's assets
located at the Leased Premises, unless such appointment, attachment,
execution or seizure is discharged within thirty (30) calendar days after
the appointment, attachment, execution or seizure.
(e) The institution of bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or any other proceedings for relief under any
bankruptcy or insolvency law or any other similar law for the relief of
debtors, by or against Lessee, and if instituted against Lessee, the same
are not dismissed within thirty (30) calendar days after the institution of
such proceedings.
Notwithstanding anything set forth hereinabove to the contrary, it is understood
and agreed that it shall not be deemed an Event of Default if (i) the default is
non-monetary, (ii) the demand described in the first sentence of this section 28
has been made, (iii) the problem cannot reasonably be remedied in a ten (10) day
period, (iv) Lessee has proceeded to take all reasonable steps to remedy the
default within ten (10) days after receipt of such demand and diligently pursues
such steps thereafter, and (v) Lessee actually remedies the default within
thirty (30) days after receipt of such demand.
29. Lessor's Remedies. On the occurrence of any such Event of Default,
-----------------
Lessor shall, in addition to any other rights or remedies available to Lessor
under this Lease and under the laws of the State of Florida, have the following
rights and remedies:
(a) Termination of Lease. Lessor may terminate this Lease and all rights
--------------------
of Lessee hereunder by giving Lessee written notice that this Lease is
terminated, in which event the Term of this Lease shall terminate and all
right, title and interest of Lessee hereunder shall expire on the date
stated in such notice. Upon such termination, Lessor shall be entitled to
recover from Lessee all the fixed dollar amounts of Total Rental accrued
and unpaid for the period up to and including such date of termination, as
well as all other additional sums payable by Lessee or for which Lessee is
liable or in respect of which Lessee has agreed to indemnify Lessor under
the provisions of this Lease. In addition,
Exhibit 10.8- Page 12
Lessor shall be entitled to recover as damages for the loss of the bargain
and not as a penalty (i) the unamortized cost to Lessor, computed and
determined in accordance with generally accepted accounting principles, of
the Lessee's contribution toward all improvements and alterations, if any,
paid for and installed by Lessor pursuant to this Lease, plus (ii) the
aggregate sum which at the time of such termination represents the excess,
if any, of the present value of the aggregate Total Rental at the same
annual rate for the remainder of the Term as then in effect pursuant to the
applicable provisions of this Lease, over the then present value of the
then aggregate fair total rental value of the Leased Premises for the
balance of the Lease Term, such present worth to be computed in each case
on the basis of a three percent (3%) per annum discount from the respective
dates upon which such Total Rentals would have been payable hereunder had
this Lease not been terminated, plus (iii) any damages in addition thereto,
including reasonable attorneys' fees and court costs, which Lessor shall
have sustained by reason of the breach of any of the covenants of this
Lease other than for the payment of Total Rental.
(b) Re-Entry Without Termination. Lessor may re-enter the Leased Premises
----------------------------
without terminating this Lease, and remove all persons and property from
the Leased Premises, and relet the Leased Premises or any part thereof for
the account of Lessee, for such time (which may be for a term extending
beyond the Lease Term) and upon such terms as Lessor in Lessor's sole
discretion shall determine, and Lessor shall not be required to accept any
lessee offered by Lessee or to observe any instructions given by Lessee
relative to such reletting. In the event of any such reletting, Lessor may
make repairs, alterations and additions in or to the Leased Premises and
redecorate the same to the extent deemed necessary or desirable by Lessor
and in connection therewith change the locks to the Leased Premises, and
Lessee shall upon demand pay the cost thereof together with Lessor's
expenses of reletting. Lessor may collect the Total Rentals from any such
reletting and apply the same first to the payment of the expenses of
re-entry, redecoration, repairs and alterations and the expenses of
reletting and second to the payment of Total Rental herein provided to be
paid by Lessee, and any excess or residue shall operate only as an
offsetting credit against the amount of Total Rental as the same thereafter
becomes due and payable hereunder. No such re-entry or repossession,
repairs, alterations and additions or reletting shall be construed as an
eviction or ouster of Lessee or as an election on Lessor's part to
terminate this Lease unless a written notice of such intention be given to
Lessee, nor shall the same operate to release the Lessee in whole or in
part from any of the Lessee's obligations hereunder, and Lessor may, at any
time and, from time to time, xxx and recover judgment for any deficiencies
from time to time remaining after the application from time to time of the
proceeds of any such reletting.
(c) Acceleration. This provision has been deleted
------------
(d) Other Enforcement. Lessor may enforce the provisions of this Lease and
-----------------
may enforce and protect the rights of Lessor hereunder by a suit or suits
in equity or at law for specific performance of any covenant or agreement
contained herein, or for the enforcement of any other legal or equitable
remedy, including recovery of all monies due or to become due from Lessee
under any of the provisions of this Lease.
Exhibit 10.8- Page 13
(e) Surrender. If Lessor exercises either of the remedies provided for in
---------
subparagraphs (a) and (b) hereinabove, Lessee shall surrender possession
and vacate the Leased Premises immediately and deliver possession thereof
to Lessor, and Lessor may then or at any time thereafter re-enter and take
complete and peaceful possession of the Leased Premises
(f) Remedies Cumulative. The rights, privileges, elections and remedies of
-------------------
Lessor under this Lease shall be cumulative, and Lessor shall have the
right to exercise such remedies at any time and from time to time
singularly or in combination. No termination of this Lease (whether upon an
Event of Default or otherwise) shall be deemed to limit or negate Lessor's
rights hereunder to indemnification from Lessee (or Lessee's insurance
carriers) for any claim or liability asserted against or imposed upon
Lessor, whether before or after the termination of this Lease, which is
directly or indirectly based upon death, personal injury, property damage
or other matters occurring prior to the termination hereof.
(g) Attorneys' Fees and Collection Charges. In the event of any legal
--------------------------------------
action or proceeding is brought by either party to enforce this Lease, the
non-prevailing party shall pay all expenses of the prevailing party
incurred in connection with such action or proceeding, including court
costs and reasonable attorneys' fees at or before the trial level and in
any appellate or bankruptcy proceeding.
In the event of a failure by Lessor to comply with any of Lessor's obligations
described herein, and the continuance of such failure for a period of thirty
(30) days after receipt of written demand from Lessee specifying the unfulfilled
obligation, Lessee may enforce the provisions of this Lease by a suit or suits
at law for specific performance.
30. Liens. Lessee agrees that Lessee will pay all liens of contractors,
-----
subcontractors, mechanics, laborers, materialmen, and other liens of like
character, and will indemnify Lessor against all legal costs and charges, bond
premiums for release of liens, including reasonable attorney's fees reasonably
incurred (whether litigation is necessary or not) in discharging the Leased
Premises or any part thereof from any liens, judgments, or encumbrance caused or
suffered by Lessee. It is understood and agreed between the parties hereto that
the cost and charges above referred to shall be considered as additional rent.
The foregoing shall not be deemed to authorize any repairs, alterations,
additions or improvements by Lessee.
The Lessee herein shall not have any authority to create any liens for labor or
material on the Lessor's interest in the Center, and all persons contracting
with the Lessee for the erection, installation, alteration, or repair of
improvements on or to the Center (including the Leased Premises), and all
materialmen, contractors, mechanics and laborers are hereby charged with notice
that they must look to the Lessee and to the Lessee's interest only to secure
the payment of any xxxx for work done or material furnished during the Lease
Term. Lessee agrees to join Lessor in executing and publicly recording a
memorandum or short form of this Lease for the purpose of providing notice of
the existence of this paragraph.
31. Estoppel Certificate. Lessee and Lessor, upon request, one from the
--------------------
other, shall give or exchange with, one with the other, estoppel certificates
which shall confirm to others that this Lease is in full force and effect, that
Exhibit 10.8- Page 14
neither party is in default and/or such other information regarding this Lease
as may be reasonably appropriate and factual.
32. Hazardous Material. Throughout the term of this Lease, Lessee shall
------------------
prevent the presence, use, generation, release, discharge, storage, disposal, or
transportation of any Hazardous Materials (as hereinafter defined) on, under,
in, above, to, or from the Leased Premises other than in strict compliance with
all applicable federal, state, and local laws, rules, regulations, and orders.
For purposes of this provision, the term "Hazardous Materials" shall mean and
refer to any wastes, materials, or other substances of any kind or character
that are or become regulated as hazardous or toxic waste or substances, or which
require special handling or treatment, under any applicable local, state, or
federal law, rule, regulation, or order. Lessee shall indemnify, defend, and
hold harmless from and against (a) any loss, cost, expense, claim, or liability
arising out of any investigation, monitoring, clean-up, containment, removal,
storage, or restoration work (herein referred to as "Remedial Work") required
by, or incurred by Lessor or any other person or party in a reasonable belief
that such Remedial Work is required by any applicable federal, state or local
law, rule, regulation or order, or by any governmental agency, authority, or
political subdivision having jurisdiction over the Leased Premises, and (b) any
claims of third parties for loss, injury, expense, or damage arising out of the
presence, release, or discharge of any Hazardous Materials on, under, in, above,
to, or from the Leased Premises. In the event any Remedial Work is so required
under any applicable federal, state, or local law, rule, regulation or order,
Lessee shall promptly perform or cause to be performed such Remedial Work in
compliance with such law, rule, regulation, or order. In the event Lessee shall
fail to commence the Remedial Work in a timely fashion, or shall fail to
prosecute diligently the Remedial Work to completion, such failure shall
constitute an event of default on the part of Lessee under the terms of this
Lease, and Lessor, in addition to any other rights or remedies afforded it
hereunder, may, but shall not be obligated to, cause the Remedial Work to be
performed, and Lessee shall promptly reimburse Lessor for the cost and expense
thereof upon demand. Anything to the contrary herein notwithstanding, Lessee
shall not be responsible for any conditions existing prior to commencement of
this Lease, arising from off-site conditions and events, or as a result of
actions by unrelated third parties.
33. Miscellaneous.
-------------
(a) All approvals required of and between Lessor and Lessee under
the provisions of this Agreement shall not be unreasonably withheld or
delayed.
(b) It is understood and agreed that in the event any provision of this
Lease shall be adjudged, decreed, held or ruled to be invalid, such portion
shall be deemed severable, and it shall not invalidate or impair the
agreement as a whole or any other provision of the agreement.
(c) This Lease and all provisions, covenants and conditions thereof shall
be binding upon and inure to the benefit of the heirs, legal
representatives, and successors, and assigns of the parties hereto, except
that no person, firm, corporation nor court officer holding under or
through Lessee in violation of any of the terms, provisions or conditions
of this
Exhibit 10.8- Page 15
Lease, shall have any right, interest or equity in or to this Lease, the
terms of this Lease or the Leased Premises.
(d) Lessor shall have the right, at any time without liability to Lessee
to make, at Lessor's own expense, repairs, alterations, additions and
improvements, structural or otherwise, in or to the Leased Premises, the
Building or any part thereof, and to perform any acts related to the
safety, protection and preservation thereof, and during such operations to
take into and through the Leased Premises or any part of the Building all
material and equipment required and to close or temporarily suspend
operation of entrances, doors, corridors or other facilities, provided that
Lessor shall cause as little inconvenience or annoyance to Lessee as is
reasonably necessary in the circumstances, and shall not do any act which
permanently reduces the size of the Leased Premises. Lessor may do any such
work during ordinary business hours and Lessee shall pay Lessor for
overtime and other expenses incurred if such work is done during other
hours at Lessee's request.
(e) Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities may present health risks
to persons who are exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained
from your county public health unit. Pursuant to Section 404.056(8),
Florida Statutes.
(f) This Lease and the addenda attached hereto constitute the entire
agreement between the parties and supersedes all prior agreements. No
waiver, modifications, additions or addenda to this Lease shall be valid
unless in writing and signed by both the Lessor and the Lessee.
(g) This Lease shall be governed by and construed in accordance with the
laws of the State of Florida.
(h) Time is of the essence of each and every provision of this Lease.
(i) Lessor and Lessee hereby represent and warrant to each other that
neither Lessor nor Lessee nor any of their representatives, employees or
agents have dealt with or consulted any real estate broker in connection
with this Lease, other than Realvest Partners, Inc. and Eastgroup Property
Services of Florida, Inc., the "Broker"). Without limiting the effect of
the foregoing, Lessee and Lessor hereby mutually agree to indemnify, defend
and hold harmless each other from and against any claim or demand made by
any real estate broker or agent, other than the Broker, claiming to have
dealt or consulted with Lessee or any of Lessee's representatives,
employees or agents contrary to the foregoing representation and warranty.
34. Addenda/Exhibits. The additional Addenda and Exhibits (if any) listed
----------------
below are hereby incorporated by reference and made a part of this Lease:
Exhibit "A"
-----------
Exhibit "B"
-----------
Exhibit 10.8- Page 16
IN WITNESS WHEREOF, Lessor and Lessee have hereunto executed this Lease as of
the day and year first above written.
Signed, sealed and delivered LESSOR
in the presence of:
Eastgroup Properties L.P., a
Delaware Limited Partnership
-------------------------------------------- By:
--------------------------------------------
Print Name:
---------------------------------
Name:
---------------------------------
--------------------------------------------
Title:
--------------------------------
Print Name:
---------------------------------
LESSEE
FirstPublish, Inc., a
-----------------------------------
--------------
-------------------------------------------- By:
--------------------------------------------
Print Name:
---------------------------------
Name:
---------------------------------
--------------------------------------------
Title:
--------------------------------
Print Name:
---------------------------------
Exhibit 10.8- Page 17
EXHIBIT "B"
Please see attached preliminary site and construction plans for Sunport Center
II, Xxx 0 & 0, 000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000
Exhibit 10.8- Page 18
ADDENDUM CONCERNING ADDITIONAL SECURITY
AGREEMENT, made this day of December, 2000 by and between EastGroup
----
Properties, L.P., ("Lessor") and FirstPublish, Inc., ("Lessee").
This is an Addendum to the Lease between FirstPublish, Inc. Lessee, and
EastGroup Properties, L.P., Lessor, parties to a Lease dated December 31, 2000
for the Leased Premises at 000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx. This Addendum is
hereby made a part of the Lease, and the provisions in this Addendum shall
govern in the event of any conflict with the terms and provisions of the Lease.
As additional security for the performance of Lessee's obligations under this
Lease, it is understood and agreed that Lessee shall deliver into Lessor's
possession, within sixty (60) days after the execution hereof by Lessee, an
irrevocable standby letter of credit for the sum of ONE HUNDRED AND EIGHTY
THOUSAND DOLLARS ($180,000.00) issued by a financial institution, reasonably
approved by Lessor, naming Lessor as Payee. Said irrevocable standby letter of
credit shall contain provisions which state that the only conditions to the
Lessor's drawing thereon shall be to present to the issuer of the letter of
credit a statement that the Lessee has defaulted in its obligations to pay rent
and other charges under the terms of the Lease or has failed to deliver a
replacement letter of credit to Lessor on or before the date which is thirty
(30) days prior to the expiration date of the letter of credit then in the
Lessor's possession. It is understood and agreed that the Lessor shall return
the letter of credit then in its possession to the Lessee upon A) receipt of
financial statements prepared in accordance with generally accepted accounting
principles showing (i) that the Lessee has a net worth of not less than Seven
Million Dollars; and (ii) that the Lessee has had a profitable operation during
2001 or for any two consecutive quarters thereafter, and B) the Lessee has not
been in default of any provisions of the Lease during such period. Anything to
the contrary herein notwithstanding, if the Lease has not been in default, the
letter of credit will be returned January 1, 2003.
LESSOR
EastGroup Properties L.P., a
Delaware Limited Partnership
By:
------------------------------------------------
Name: Xxxxxxx X. Xxxxx
------------------------------------------------
Title: President, EastGroup Property Services, LLC
------------------------------------------------
LESSEE
FirstPublish, Inc., a
Delaware Corporation
By:
------------------------------------------------
Name:
------------------------------------------------
Title:
------------------------------------------------
Exhibit 10.8- Page 19
ADDENDUM TO LEASE
-----------------
THIS ADDENDUM TO LEASE (the "Addendum") is attached to and made a part
of that certain Lease Agreement dated December 31, 2000 (the "Lease") by and
between EASTGROUP PROPERTIES, L.P., a Delaware limited partnership (hereinafter
referred to as the "Lessor"), and FIRSTPUBLISH, INC., a Florida corporation
(hereinafter referred to as the "Lessee"). The promises, covenants, agreements
and declarations made and set forth herein are intended to and shall have the
same force and effect as if set forth at length in the body of the Lease.
Defined terms set forth herein shall have the same meaning as such terms are
given in the Lease. To the extent that the provisions of this Addendum are
inconsistent with the terms and conditions of the Lease, the terms and
conditions hereof shall control.
The parties further agree as follows:
1. REIMBURSEMENTOF CONSTRUCTION COSTS. In accordance with the
----------------------------------
provisions of section 7 of the Lease, the Lessee is obligated to reimburse the
Lessor for construction costs and related expenses incurred in connection with
the construction of the Leasehold Improvements to the extent that such
construction costs and related expenses exceed Nine Hundred Sixty-Three Thousand
Five Hundred Dollars ($963,500.00). Prior to the date of the execution and
delivery of this Addendum, Lessee has paid sums in the amount of Two Hundred
Sixty-Four Thousand Thirty Six Dollars ($264,036.00) to Lessor. It is
understood and agreed that the remainder of said reimbursement obligation is
being paid at the following times and in the following manner:
a. Two Hundred Thousand Dollars ($200,000.00) has been paid
by Lessee to Lessor prior to the execution of the Addendum.
b. The principal sum of One Hundred Thirty-Six Thousand
Dollars ($136,000.00) shall be paid on or before September 1, 2001 together with
interest accruing thereon at the rate of ten percent (10%) per annum from June
1, 2001.
c. The remaining balance of $250,000 shall be paid in equal
monthly installments of $3,303.77, which will fully amortize the sum over the
term of the Lease with interest accruing at a rate of ten percent (10%) per
annum from June 1, 2001. Said monthly payments shall be made simultaneously
with the payment of rents under the Lease and shall be subject to the late
payment penalty recited in subparagraph 3(e) of the Lease. It is understood and
agreed that the failure to timely make full and complete payment of any sums
described herein shall be deemed to constitute a default under the Lease.
Likewise, any default by Lessee under the Lease shall cause all of the
above-described reimbursement obligations to be accelerated and become due and
payable in full as of the date of such default.
2. CLARIFICATION OF COMMENCEMENT DATE. It is understood and
----------------------------------
agreed that the Commencement Date of the Lease shall be June 11, 2001. The
Lease Term shall expire on June 30, 2011.
Exhibit 10.8- Page 20
3. FAX COUNTERPARTS. It is understood and agreed that this
----------------
Addendum shall be and become binding upon being executed in counterparts.
Additionally, telefax signatures shall be binding the same as originals.
4. CONTINUED EFFECTIVENESS. Except as modified hereby, the Lease
-----------------------
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum to Lease
with the intent that it modify the Lease.
LESSOR:
Signed, sealed and delivered Executed by Lessor on the ____ day of
in the presence of: ___________, 2001.
----------------------------------------
Print Name: EASTGROUP PROPERTIES, L.P.,
----------------------------- a Delaware limited partnership
----------------------------------------
Print Name:
-----------------------------
By: EASTGROUP PROPERTIES
GENERAL PARTNERS, INC., a
Delaware corporation, General Partner
Signed, sealed and delivered Executed by Lessee on the ____ day of
in the presence of: ___________, 2001.
----------------------------------------
Print Name: FIRSTPUBLISH, INC., a Florida
----------------------------- corporation
By:
---------------------------------------- ----------------------------------
Print Name: Name:
----------------------------- --------------------------------
Title:
-------------------------------
Exhibit 10.8- Page 21
