FOURTH AMENDMENT OF LEASE AGREEMENT
Exhibit
10.5
FOURTH AMENDMENT OF LEASE
AGREEMENT
FOURTH
AMENDMENT TO LEASE AGREEMENT made as of the 17th day of
March, 2007 by and between MITCHMAR ATLANTA PROPERTIES,
INC., a Delaware corporation, having its principal office at c/o JFI, 000
Xxxx 00xx Xxxxxx,
00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called “Landlord”), and SID TOOL CO., INC., a New York
corporation having its principal office at 00 Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx
00000 (hereinafter called “Tenant”).
RECITALS
WHEREAS,
Landlord and Tenant entered into an Agreement of Lease dated as of July 13,
1989, as amended by a First Amendment to Lease, dated as of August 10, 1996, as
further amended by that certain Second Amendment to Lease, dated as of May 7,
2003, as further amended by that certain Third Amendment to Lease, dated as of
November 11, 2003 (collectively, the “Lease”) for the leasing of the 524,738
square foot building (the “Building”) located on Parcel C, as defined in the
Second Amendment to Lease, and known as 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx,
Xxxxxxx together with two building lots known as Parcel A, as defined in the
Second Amendment to Lease, and Parcel B, as defined in the Second Amendment to
Lease (collectively the “Demised Premises”); and
WHEREAS,
Landlord and Tenant desire to amend the Lease as hereinafter set
forth.
NOW,
THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
ARTICLE
I
Definitions
1.1 The
recitals are specifically incorporated into the body of this Agreement and shall
be binding upon the parties hereto.
1.2 Unless
expressly set forth to the contrary and except as modified by this Agreement,
all capitalized or defined terms shall have the meanings ascribed to them in the
Lease.
ARTICLE
II
Lease
Modifications
2.1 Effective
as of March 17, 2007 (the “Effective Date”), the Lease is and shall be modified
and amended as follows:
2.1.1 Rent. Article
2.1.4 of the Second Amendment to Lease is hereby modified and amended by
inserting the following:
“Notwithstanding
anything to the contrary set forth herein, provided Tenant is not in default
under the Lease, Tenant shall receive a fixed rent credit equal to the amount
Tenant pays for the premium for the required property insurance pursuant to
Section 2.1.2 hereof. Tenant shall submit a paid-in-full invoice for said
premium to Landlord and Landlord shall credit such amount towards the next
month’s fixed rent that is due and payable under the Lease.”
2.1.2 Insurance. Paragraph
55(a) of the Rider to the Lease is hereby modified and amended by inserting the
following:
“Throughout
the term of the Lease, Tenant shall obtain and maintain in full force and effect
property insurance against hazards covered by an all risk coverage insurance
policy (including fire, extended coverage, vandalism, malicious mischief and
sprinkler leakage) as Landlord may reasonably, from time to time, require,
covering the Premises, including the Building, all improvements constructed
thereon and fixtures and equipment, stock in trade, furniture, furnishings and
other personal property located on or about the Building to the extent of their
full insurable value but in any event in an amount sufficient to prevent Tenant
from becoming a co-insurer under provisions of applicable policies. For all
purposes of this Lease, “full insurable value” means the actual replacement cost
of the Building without physical depreciation and said “full insurable value”
shall be determined at the request of Landlord by an architect, appraiser, or
appraisal company, selected and paid by Tenant and reasonably acceptable to
Landlord.”
ARTICLE
Broker
3.1 Tenant
represents that this Agreement was not brought about by any broker and all
negotiations with respect to this Agreement were conducted exclusively between
Landlord and Tenant. Tenant agrees that if any claim is made for commissions by
any broker through or on account of any acts of Tenant, Tenant will hold
Landlord free and harmless from any and all liabilities and expenses in
connection therewith, including Landlord’s reasonable attorney’s fees and
disbursements.
ARTICLE
IV
Ratification
4.1 Tenant
represents and warrants that the Lease is presently in full force and effect,
that no event of default has occurred on the part of Landlord and that Tenant
has no defense or right of offset in connection with Landlord’s performance
under the Lease to this date.
4.2 The
parties hereby ratify and confirm all of the terms, covenants and conditions of
the Lease, except to the extent that those terms, covenants and conditions are
amended, modified or varied by this Agreement. If there is a conflict between
the provisions of the Lease and the provisions of this Agreement, the
provisions, of this Agreement shall control.
4.3 This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and/or assigns.
[Signature
Page to Follow]
IN
WITNESS WHEREOF, the parties have executed this Fourth Amendment to Lease
Agreement as of the day and year first above written.
MITCHMAR ATLANTA
PROPERTIES, INC.
By:_______________________
Name: Xxxxxxxx
Xxxxxxxx
Title: President
SID TOOL CO.,
INC.
By:_______________________
Name: Xxxxxxx X. Xxxxx
Title: V.P. Finance
