EXHIBIT 10.6
SUBLEASE AGREEMENT
This sublease Agreement, made this 1st day of November, 1996,
Between General Bearing Corporation residing or located at 00
Xxxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxx, 00000, herein designated as
the Sublessor and WMW Machinery Company, Inc., residing or
located at 00 Xxxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxx, 00000, herein
designated as the Sublessee.
WITNESSETH that, the Sublessor does hereby lease to the
Sublessee and the Sublessee does hereby rent from the Sublessor,
the following described premises: a 30,949 sq. foot portion of
the 190,000 sq. foot building at 00 Xxxx Xxxxxx, Xxxx Xxxxx, Xxx
Xxxx 00000, for a term of seven years, commencing on November 1,
1996 and ending on October 31, 2003, to be used and occupied only
and for no other purpose than offices, warehousing and
distribution of machinery and machinery parts and other
incidental uses, at the following Annual Rents in the monthly
installments indicated:
November 1, 1996-October 31, 1997-$170,220.00 payable at
$14,185.00.00 per month.
November 1, 1997-October 31, 1998-$170,220.00 payable at
$14,185.00 per month.
Commencing on November 1, 1998 and every two years
thereafter (referred to as a new rent year), the annual rent
shall be increased to the greater of A) 106% of the next
preceding year's rent or B) said preceding year's rent multiplied
by a fraction, the numerator of which is the Consumer Price Index
(CPI) in effect ninety (90) days prior to November 1st of the new
rent year and the denominator of which is the CPI in effect (90)
days prior to November 1st of the preceding year. The Consumer
Price Index (CPI) used shall be as published by the United States
Government for the area including Rockland County, New York, or
if no such Index is published, then for northern New Jersey. If
no CPI is published specifically for any of the above dates, then
the CPI published for the most recent date before each such date
shall be used. The amount of rent for each year which is not a
"new rent" year shall be the same amount as that for the next
preceding year.
In the event the Sublessor exercises its option to extend
its lease with Gussack Realty Company dated November 1, 1996, the
Sublessee shall have the option of extending this sublease for an
additional six years (the extended period) provided it exercises
such option and gives written notice thereof to the Sublessor no
later than 6 months prior to the expiration of the sublease term.
If the Sublessee exercises such option, the rent for first
year of the extended period shall be at fair market value (FMV)
as agreed upon by the parties. If the parties do not reach
agreement as to FMV by February 1, 2003, they shall jointly
retain a mutually acceptable appraiser to appraise FMV and whose
appraisal shall be binding. The Sublessor and the Sublessee shall
each pay one half the cost of the appraisal.
The third and fifth years of the extended period shall be
deemed "new rent years" for which the rent shall be increased
pursuant to the above formula applicable to "new rent years"
occurring during the base term of the sublease.
All monthly rental installments shall be payable in advance
on the first day of the month. If Sublessee defaults in any rent
payment for a period of 15 days, Sublessee shall pay Sublessor a
late charge of 5% (of the amount of rent due) which shall be
payable as "additional rent".
CONDITIONS AND COVENANTS:
FIRST.-The Sublessee covenants and agrees to pay to the
Sublessor the rent as above provided.
SECOND.-Throughout said term the Sublessee shall take good
care of the demised premises, fixtures and appurtenances,
including all heating, ventilating and air conditioning equipment
(HVAC), electrical systems, sprinkler system, plumbing and all
alterations, additions and improvements thereto, make all repairs
in and about same necessary to preserve them in good order and
condition, ordinary wear and tear and damage by fire or other
casualty excepted, which repairs shall be, in quality and class,
equal to the original work; promptly pay the expense of such
repairs; suffer no waste or injury; give notice to the Sublessor
of any fire that may occur; execute and comply with all laws,
rules, orders, ordinances and regulations at any time issued or
in force (except those requiring structural alterations for which
Sublessee is not liable hereunder, if any) applicable to the
demised premises or to the Sublessee's occupation thereof, of the
Federal, State and Local Governments, and of each and every
department, bureau and official thereof, and of the New York
Board of Fire Underwriters; permit at all times during usual
business hours, the Sublessor and representatives of the
Sublessor to enter the demised premises for the purpose of
inspection, and to exhibit them for purposes of sale or rental;
suffer the Sublessor to make repairs and improvements to all
parts of the building, and to comply with all orders and
requirements of governmental authority applicable to said
building or to any occupation thereof; suffer the Sublessor to
erect, use, maintain, repair and replace pipes and conduits in
the demised premises and to the floors above and below; forever
indemnify and save harmless the Sublessor for and against any and
all liability, penalties, damages, expenses and judgments arising
form injury during said term to person or property of any nature,
occasioned wholly or in part by any act or acts, omission or
omissions of the Sublessee, or of the employees, guests, agents,
assigns or sub-Sublessees of the Sublessee and also for any
matter or thing growing out of the occupation of the demised
premises or of the streets, sidewalks or vaults adjacent thereto;
permit, during the six months next prior to the expiration of the
term the usual notice "To Let" or similar language, to be placed
and to remain unmolested in a conspicuous place upon the exterior
of the demised premises; repair, at or before the end of the
term, all injury done by the installation or removal of furniture
and property; and at the end of the term, to quit and surrender
the demised premises with all alterations, additions and
improvements in good order and condition.
The Sublessor shall be responsible for all structural
repairs to the walls of the premises (other than damage caused by
Sublessee, its agents, servants or employees) except that
Sublessee shall be responsible for maintenance, repair and
replacement of the roof and all HVAC equipment.
THIRD.-Sublessee will not perform any alterations or
renovations, shall not disfigure or deface any part of the
building; or suffer the same to be done, except so far as may be
necessary for its business purposes and as are specifically
consented to in advance by the Sublessor; the Sublessee will not
obstruct, or permit the obstruction of the street or the sidewalk
adjacent thereto; will not do anything, or suffer anything to be
done upon the demised premises which will increase the rate of
fire insurance upon the building or any of its contents, or be
liable to cause structural injury to said building; will not
permit the accumulation of waste or refuse matter, and will not,
without the prior written consent of the Sublessor (which consent
shall not be unreasonably withheld) in each case, either sell,
assign, mortgage or transfer this sublease, sublet the demised
premises or any part thereof, permit the same or any part thereof
to be occupied by anybody other than the Sublessee and the
Sublessee's employees, make any alterations in the demised
premises, use the demised premises or any part thereof for any
purpose other than the one first above stipulated, or for any
purpose deemed extra hazardous on account of fire risk, nor in
violation of any law or ordinance. The Sublessee will not
obstruct or permit the obstruction of the light, halls, stairway
or entrances to the building, and will not erect or inscribe any
sign, signals or advertisements unless and until the style and
location thereof have been approved by the Sublessor; and if any
be erected or inscribed without such approval, the Sublessor may
remove the same. No water cooler, air conditioning unit or system
or other apparatus shall be installed or used without the prior
written consent of the Sublessor, which shall not be unreasonably
withheld.
The Sublessee shall comply with the Rules and Regulations annexed
to this sublease.
FOURTH.-If the demised premises shall be partially damaged
by fire or other cause without the fault or neglect of Sublessee,
Sublessee's servants, employees, agents, visitors or licensees,
the damages shall be repaired by and at the expense of the
Sublessor and the rent until such repairs shall be made shall be
apportioned according to the part of the demised premises which
is usable by Sublessee. But if such partial damage is due to the
fault or neglect of Sublessee, Sublessee's servants, employees,
agents, visitors or licensees, without prejudice to any other
rights and remedies of Sublessor and without prejudice to the
rights of subrogation of Sublessor's insurer, the damages shall
be repaired by the Sublessor but there shall be no apportionment
or abatement of rent. No penalty shall accrue for reasonable
delay which may arise by reason of adjustment of insurance on the
part of the Sublessor and/or Sublessee, and for reasonable delay
on account of "labor troubles", or any other cause beyond
Sublessor's control. If the demised premises are totally damaged
or are rendered wholly untenantable by fire or other cause, and
if Sublessor shall decide not to restore or not to rebuild the
same, or if the building shall be so damaged that Sublessor shall
decide to demolish it or to rebuild it, then or in any of such
events Sublessor may, within ninety (90) days after such fire or
other cause, give Sublessee a notice in writing of such decision,
which notice shall be given as in Paragraph Twelfth hereof
provided, and thereupon the term of this sublease shall expire by
lapse of time upon the third day after such notice is given, and
Sublessee shall vacate the demised premises and surrender the
same to Sublessor. If Sublessee shall not be in default under the
sublease then, upon the termination of this sublease under the
conditions provided for in the sentence immediately preceding,
Sublessee's liability for rent shall cease as of the day
following the casualty. Sublessee hereby expressly waives the
provisions of Section 227 of the Real Property Law and agrees
that the foregoing provisions of this Article shall govern and
control in lieu thereof. If the damage or destruction is due to
the fault or neglect of Sublessee the debris shall be removed by,
and at expense of Sublessee.
FIFTH.-If the whole or any part of the premises hereby
demised shall be taken or condemned by any competent authority
for any public use or purpose then the term hereby granted shall
cease from the time when possession of the part so taken shall be
required for such public purpose and without apportionment of
award (except with regard to Sublessee's trade fixtures), the
Sublessee hereby assigning to the Sublessor all right and claim
to any such award (other than for trade fixtures), the current
rent, however, in such case to be apportioned.
SIXTH.-If, before the commencement of the term, the
Sublessee be adjudicated a bankrupt, or make a "general
assignment", or take the benefit of any insolvent act, or if a
Receiver or Trustee be appointed for the Sublessee's property, or
if this sublease or the estate of the Sublessee hereunder be
assigned, transferred or pass to or devolve upon any other person
or corporation, voluntarily or involuntarily, or if the Sublessee
shall default in the performance of any agreement by the
Sublessee contained in any other lease between the Sublessee and
the Sublessor or between Sublessee and any corporation of which
an officer of the Sublessor is a Director, this sublease shall
thereby, at the option of the Sublessor, be terminated and in
that case, neither the Sublessee nor anybody claiming under the
Sublessee shall be entitled to go into possession of the demised
premises. If after the commencement of the term, any of the
events mentioned above in this subdivision shall occur, or if
Sublessee shall default in fulfilling any of the covenants of
this sublease, other than the covenants for the payment of rent
or "additional rent" or if the demised premises become vacant or
deserted, The Sublessor may give to the Sublessee ten days'
notice of intention to end the term of this sublease, and
thereupon at the expiration of said ten days (if said condition
which was the basis of said notice shall continue to exist) the
term under this sublease shall expire as fully and completely as
if that day were the date herein definitely fixed for the
expiration of the term and Sublessee will then quit and surrender
the demised premises to the Sublessor, but the Sublessee shall
remain liable as hereinafter provided.
If the Sublessee shall default in the payment of the rent
reserved hereunder, or any item of "additional rent" herein
mentioned, or any part of either or in making any other payment
herein provided for, or if the notice last above provided for
shall have been given and if the condition for which the basis of
said notice shall exist at the expiration of said ten days'
period, the Sublessor may immediately, or at any time thereafter,
re-enter the demised premises and remove all persons and all or
any property therefrom either by summary dispossess proceedings,
or by any suitable action or proceeding at law, or by force or
otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said premises together
with all additions, alterations and improvements. In any such
case or in the event that this sublease be "terminated" before
the commencement of the term, as above provided, the Sublessor
may either re-let the demised premises or any part or parts
thereof as the agent of the Sublessee, and receive the rents
therefor, applying the same first to the payment of such expenses
as the Sublessor may have incurred, and then to the fulfillment
of the covenants of the Sublessee herein, and the balance, if
any, at the expiration of the term first above provided for,
shall be paid to the Sublessee. Sublessor may rent the premises
for a term extending beyond the term hereby granted without
releasing Sublessee from any liability. In the event that the
term of this sublease shall expire as above in this subdivision
"Sixth" provided, or terminate by summary proceedings or
otherwise, and if the Sublessor shall not re-let, the Sublessee
shall remain liable for, and the Sublessee hereby agrees to pay
to the Sublessor, until the time when this sublease would have
expired but for such termination or expiration, the equivalent of
the amount of all of the rent and "additional rent" reserved
herein, less the costs of reletting, if any, and the same shall
be due and payable by the Sublessee to the Sublessor on the
several rent days above specified, that is upon each of such rent
days the Sublessee shall pay to the Sublessor the amount of
deficiency then existing. The Sublessee hereby expressly waives
any and all right of redemption in case the Sublessee shall be
dispossessed by judgment or warrant of any court or judge, and
the Sublessee waives and will waive all right to trial by jury in
any summary proceedings hereafter instituted by the Sublessor
against the Sublessee in respect to the demised premises. The
words "re-enter" and "re-entry" as used in this sublease are not
restricted to their technical legal meaning.
In the event of a breach or threatened breach by the
Sublessee of any of the covenants or provisions hereof, the
Sublessor shall have the right of injunction and the right to
invoke any remedy allowed at law or in equity, as if re-entry,
summary proceedings and other remedies were not herein provided
for.
SEVENTH.-If the Sublessee shall default in the performance
of any covenant herein contained, the Sublessor may immediately,
or at any time thereafter, without notice, perform the same for
the account of the Sublessee. If a notice of mechanic's lien be
filed against the demised premises or against premises of which
the demised premises are part, for or purporting to be for, labor
or material alleged to have been furnished, or to be furnished to
or for the Sublessee at the demised premises, and if the
Sublessee shall fail to take such action as shall cause such lien
to be discharged within fifteen days after the filing of such
notice, the Sublessor may pay the amount of such lien or
discharge the same by deposit or by bonding proceedings, and in
the event of such deposit or bonding proceedings, the Sublessor
may require the lienor to prosecute an appropriate action to
enforce the lienor's claim. In such case, the Sublessor may pay
any judgment recovered on such claim. Any amount paid or expense
incurred by the Sublessor as in this subdivision of this sublease
provided, and any amount as to which the Sublessee shall at any
time be in default for or in respect to the use of water,
electric current or sprinkler supervisory service, and any
expense incurred or sum of money paid by the Sublessor by reason
of the failure of the Sublessee to pay any taxes, insurance or
maintenance or repairs, or to comply with any provision of this
sublease, or in defending any such action, shall be deemed to be
"additional rent" for the demised premises, and shall be due and
payable by the Sublessee to the Sublessor on the first day of the
next month, or, at the option of the Sublessor, on the first day
of any succeeding month. The receipt by the Sublessor of any
instalment of the regular stipulated rent hereunder or any of
said " additional rent" shall not be a waiver of any other
"additional rent" then due.
EIGHTH.-The failure of the Sublessor to insist, in any one
or more instances upon a strict performance of any of the
covenants of this sublease, or to exercise any option herein
contained, shall not be construed as a waiver or a relinquishment
for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by the
Sublessor of rent, with knowledge of the breach of any covenant
hereof, shall not be deemed a waiver of such breach and no waiver
by the Sublessor of any provision hereof shall be deemed to have
been made unless expressed in writing and signed by the
Sublessor. Even if the Sublessor consents to an assignment hereof
no further assignment shall be made without further express
consent in writing by the Sublessor. No waiver by Sublessor or
Sublessee of any provision hereof shall be deemed a waiver of any
other provision hereof or of any subsequent breach by the other
party of any other provision.
NINTH.-If this sublease be assigned, or if the demised
premises or any part thereof be sublet or occupied by anybody
other than the Sublessee the Sublessor may collect rent from the
assignee, sub-Sublessee or occupant, and apply the net amount
collected to the rent herein reserved, and no such collection
shall be deemed a waiver of the covenant herein against
assignment and subletting, or the acceptance of the assignee,
sub-Sublessee, or occupant as Sublessee, or a release of the
Sublessee from the further performance by the Sublessee of the
covenants herein contained on the part of the Sublessee.
TENTH.-This sublease shall be subject and subordinate at all
times, to the lien of the mortgages now on the demised premises,
and to all advances made or hereafter to be made upon the
security thereof, and subject and subordinate to the lien of any
mortgage or mortgages which at any time may be made a lien upon
the premises, provided the holder of any such mortgage shall
execute and deliver to Sublessee in a form reasonably acceptable
to Sublessee an agreement that it will recognize this sublease
and not disturb Sublessee's possession of the premises in the
event of foreclosure if the Sublessee is not then in default
hereunder. The Sublessee will execute and deliver such further
instrument or instruments subordinating this sublease to the lien
of any such mortgage or mortgages as shall be requested by the
Sublessor.
ELEVENTH.-All improvements made by the Sublessee to or upon
the demised premises, except said trade fixtures and other non-
fixture property of Sublessee necessary for the Sublessee's
business, shall when made, at once be deemed to be attached to
the freehold, and become the property of the Sublessor, and at
the end or other expiration of the term, shall be surrendered to
the Sublessor in as good order and condition as they were when
installed, reasonable wear and damages by the elements excepted.
TWELFTH.-Any notice or demand which under the terms of this
sublease or under any statute must or may be given or made by the
parties hereto shall be in writing and shall be given or made by
mailing the same by certified mail or FAX addressed to the
respective parties at the following addresses:
Sublessee: WMW Machinery Company, Inc.
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxxx
FAX NO: 000-000-0000
Sublessor: General Bearing Corporation
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
ATTN: XXXXX XXXXXXX
FAX NO: 000-000-0000
THIRTEENTH.-The Sublessor shall not be liable for any
failure of water supply or electrical current, sprinkler damage,
or failure of sprinkler service, nor for injury or damage to
person or property caused by the elements or by other Sublessees
or persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any
part of said buildings, or from the pipes, appliances or plumbing
works of the same, or from the street or sub-surface, or from any
other place, nor for interference with light or other incorporeal
hereditaments by anybody other than the Sublessor, or caused by
operations by or for a governmental authority in construction of
any public or quasi-public work, neither shall the Sublessor be
liable for any latent defect in the building, unless caused by
the Sublessor's negligent acts or omissions and Sublessor has not
cured the same within 15 days of notification thereof.
FOURTEENTH.-No diminution or abatement of rent, or other
compensation shall be claimed or allowed for inconvenience or
discomfort arising from the making of repairs or improvements to
the building or to its appliances, nor for any space taken to
comply with any law, ordinance or order of a governmental
authority. In respect to the various "services," if any, herein
expressly or impliedly agreed to be furnished by the Sublessor to
the Sublessee, it is agreed that there shall be no diminution or
abatement of the rent, or any other compensation, for
interruption or curtailment of such "service" when such
interruption or curtailment shall be due to accident, alterations
or repairs desirable or necessary to be made or to inability or
difficulty in securing supplies or labor for the maintenance of
such "service" or to some other cause not due to negligence on
the part of the Sublessor. No such interruption or curtailment of
any such "service" shall be deemed a constructive eviction. The
Sublessor shall not be required to furnish, and the Sublessee
shall not be entitled to receive, any of such "services" during
any period wherein the Sublessee shall be in default in respect
to the payment of rent. Neither shall there be any abatement or
diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed
for the commencement of the term, it being understood that rent
shall, in any event, commence to run at such date so above fixed.
FIFTEENTH.-In the event that an excavation shall be made for
building or other purposes upon land adjacent to the demised
premises or shall be contemplated to be made, the Sublessee shall
afford to the person or persons causing or to cause such
excavation, license to enter upon the demised premises for the
purpose of doing such work as said person or persons shall deem
to be necessary to preserve the wall or walls, structure or
structures upon the demised premises from injury and to support
the same by proper foundations.
SIXTEENTH.-No vaults or space not within the property line
of the building are leased hereunder. Sublessor makes no
representation as to the location of the property line of the
building. Such vaults or space as Sublessee may be permitted to
use or occupy are to be used or occupied under a revocable
license and if such license be revoked by the Sublessor as to the
use of part or all of the vaults or space Sublessor shall not be
subject to any liability; Sublessee shall not be entitled to any
compensation or reduction in rent nor shall this be deemed
constructive or actual eviction. Any tax, fee or charge of
municipal or other authorities for such vaults or space shall be
paid by the Sublessee for the period of the Sublessee's use or
occupancy thereof.
SEVENTEENTH .-That during six months prior to the expiration
of the term hereby granted, on reasonable advance notice,
applicants shall be admitted at all reasonable hours of the day
to view the premises until rented; and the Sublessor and the
Sublessor's agents shall be permitted at any time during the term
to visit and examine them at any reasonable hour of the day, and
workmen may enter at any time, when authorized by the Sublessor
or the Sublessor's agents, to make or facilitate repairs in any
part of the building; and if the said Sublessee shall not be
personally present to open and permit an entry into said
premises, at any time, when for any reason an entry therein shall
be necessary or permissible hereunder, the Sublessor or the
Sublessor's agents may forcibly enter the same without rendering
the Sublessor or such agents liable to any claim or cause of
action for damages by reason thereof (if during such entry the
Sublessor shall accord reasonable care to the Sublessee's
property) and without in any manner affecting the obligations and
covenants of this sublease; it is, however, expressly understood
that the right and authority hereby reserved, does not impose,
nor does the Sublessor assume, by reason thereof, any
responsibility or liability whatsoever for the care or
supervision of said premises, or any of the pipes, fixtures,
appliances or appurtenances therein contained or therewith in any
manner connected.
EIGHTEENTH.-The Sublessor has made no representations or
promises in respect to said building or to the demised premises
except those contained herein, and those, if any, contained in
some written communication to the Sublessee, signed by the
Sublessor. This instrument represents the entire agreement of the
parties and may not be changed, modified, discharged or
terminated orally.
NINETEENTH.-If the Sublessee shall at any time be in default
hereunder, and if the Sublessor shall institute an action or
summary proceeding against the Sublessee based upon such default,
then the Sublessee will reimburse the Sublessor for the expense
of attorneys' fees and disbursements thereby incurred by the
Sublessor, so far as the same are reasonable in amount. Also so
long as the Sublessee shall be a Sublessee hereunder the amount
of such expenses shall be deemed to be "additional rent"
hereunder and shall be due from the Sublessee to the Sublessor on
the first day of the month following the incurring of such
respective expenses.
TWENTIETH.-Sublessor shall not be liable for failure to give
possession of the premises upon commencement date by reason of
the fact that premises are not ready for occupancy, if due to a
prior Sublessee other than Sublessor or its affiliates wrongfully
holding over in possession. In such event the rent shall not
commence until possession is given or is available, but the term
herein shall not be extended.
TWENTY-FIRST.-The Sublessee will keep the sidewalk,
roadways, parking areas and curb clean at all times and free from
snow and ice and shall be solely responsible for all repairs and
maintenance thereto and for all landscaping. Landscape plants and
trees surrounding the premises shall be maintained at a level
equivalent to that at the time of the commencement of this
sublease and trees and shrubs that die are to be replaced by
Sublessee. Sublessee acknowledges that at the commencement of
this sublease the premises and surrounding grounds, including
wooded areas, were free of trash, debris and garbage and
sublessee shall maintain the premises and grounds in such
condition.
TWENTY-SECOND.-If a separate water meter be installed for
the demised premises, or any part thereof, the Sublessee will
keep the same in repair and pay the charges made by the
municipality or water supply company for or in respect to the
consumption of water, as and when bills therefor are rendered. If
the demised premises, or any part thereof, be supplied with water
through a meter which supplies other premises, the Sublessee will
pay to the Sublessor, as and when bills are rendered therefor,
the "Sublessee's proportionate part" (as defined hereinafter) of
all charges which the municipality or water supply company shall
make for all water consumed through said meter, as indicated by
said meter. "Sublessee's proportionate part" shall be equal to
the ratio of the floor area subleased hereunder to all of the
rentable floor area in the building (exclusive of the basement)
which shall have been occupied during the period of the
respective charges, taking into account the period that each part
of such area was occupied. At the commencement of this sublease
the Sublessee's proportionate part is . Sublessee agrees to
pay as additional rent the Sublessee's proportionate part,
determined as aforesaid, of the sewer charges imposed or assessed
upon the building of which the premises are a part.
TWENTY-THIRD.-From the date of occupancy by Sublessee,
Sublessee shall pay all charges or fees for use or consumption of
all utilities provided to the premises occupied by Sublessee
including water, gas, electricity, telephone and other utilities
and services together with any taxes thereon. In the event the
premises are not separately metered Sublessee shall pay its
proportionate part (as defined in paragraph twenty-second
hereinabove) of each such unmetered charge. In the alternative,
Sublessor may secure an independent audit of Sublessee's
consumption of such utilities or install a device to monitor
same, advising Sublessee of the percentage of such utilities used
and consumed by Sublessee. Sublessor shall thereupon invoice
Sublessee for Sublessee's share of such utilities on a monthly
basis and Sublessee shall reimburse the Sublessor for such
expense. All utilities shall be paid to the Sublessor (if
applicable) within ten days of receipt of xxxxxxxx.
TWENTY-FOURTH.-If there now is or shall be installed in said
building a "sprinkler system" the Sublessee agrees to keep the
appliances thereto in the demised premises in repair and good
working condition, and if the New York Board of Fire Underwriters
of the New York Fire Insurance Exchange or any bureau, department
or official of the State or local government requires or
recommends that any changes, modifications, alterations or
additional sprinkler heads or other equipment be made or supplied
by reason of the Sublessee's business, or the location of
partitions, trade fixtures, or other contents of the demised
premises, or if such changes, modifications, alterations,
additional sprinkler heads or other equipment in the demised
premises are necessary to prevent the imposition of a penalty or
charge against the full allowance for a sprinkler system in the
fire insurance rate as fixed by said Exchange, or by any Fire
Insurance Company, the Sublessee will at the Sublessee's own
expense, promptly make and supply such changes, modifications,
alterations, additional sprinkler heads or other equipment.
TWENTY-FIFTH.-Sublessee agrees that it will pay its
proportionate share (as defined in paragraph twenty-second
hereinabove) of the cost to keep the subleased Premises insured,
at a minimum, against loss or damage by fire with extended
coverage ("all risk") endorsement, vandalism and malicious
mischief coverage, and differences in conditions coverage (for
the perils of earthquake, surface water flood and sudden and
accidental collapse or rupture to non-pressurized vessels).
Notwithstanding the foregoing, if the premium for such insurance
on the entire building is increased from its present rate due to
any change in activities of the sublessee, sublessee shall pay
the full amount (not its "proportionate share") of such increase
attributable to such change. Such insurance shall be in an amount
of the full replacement value of the premises as determined from
time to time. Sublessee shall name Sublessor as a party insured
and shall require the insurer to give Sublessor at least thirty
(30) days notice of cancellation. Sublessor and Sublessee
acknowledge that as of the date hereof the full replacement value
of the entire building is Nine Million Dollars ($9,000,000.00).
Insurance Requirements. For purposes of this Section,
----------------------
the parties agree during the term hereof that Sublessee shall
maintain adequate public liability and other insurance with
reputable insurance companies as hereinabove and hereinafter set
forth, shall furnish Sublessor with certificates of insurance
properly executed by its insurance companies evidencing such
fact, and requiring their insurers to give at least thirty (30)
days notice in the event of cancellation. Such insurance shall
cover all damage or injury which results or is claimed to have
resulted from an act or omission on the part of Sublessee, its
agents, employees or business invitees as well as environmental
clean up of damage proven to have occurred as a result of the use
thereof by Sublessee or others while Sublessee is a Sublessee at
the premises.
TWENTY-SIXTH.-Sublessee shall be responsible for the payment
of its proportionate share (as defined in paragraph twenty-second
hereinabove) of all real estate taxes and current installments of
special assessments levied against the premises which become due
during the term of the sublease. Sublessor shall notify Sublessee
and forward a copy of each tax xxxx to Sublessee upon Sublessor's
receipt thereof. Sublessee shall pay Sublessor its share of the
amount of the tax or installment of assessment set forth on the
xxxx within seven (7) days of the presentation by the Sublessor
thereof. Sublessor shall present such xxxx to Sublessee within
five (5) days of its receipt from the taxing authority. Failure
to pay Sublessor such amount within the time period set forth
herein shall constitute a default pursuant to the terms hereof.
If the term of this sublease shall not begin or expire
concurrently with the beginning or expiration of any tax fiscal
year, Sublessee's liability for real estate taxes and current
installments of special assessments for any tax fiscal year
during which Sublessee is not in possession of the premises for
the entire tax fiscal year shall be prorated. Sublessor
represents that there are no tax abatements or exemptions
effecting the premises and Sublessor does not make payments in
lieu of taxes.
Excise Taxes. Sublessee shall assume and pay to Sublessor as
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additional rent any excise, sales, gross receipts, rent tax or
other taxes, if any (other than a net income or excess profits
tax), which may be imposed on or measured by the rent or may be
imposed on or on account of the letting, which Sublessor may be
required to pay or collect under any law now in effect or
hereafter enacted, provided that such law places the primary
obligation to pay such tax on the Sublessee.
In the event Sublessee has made payment to Sublessor of the
aforementioned taxes and Sublessor has failed to make payment of
the same and due notice thereof has been given by the Sublessee
to the Sublessor, Sublessee shall have the right to make such
payments directly to the taxing authorities and all interest and
penalties paid by the Sublessee shall be the responsibility of
the Sublessor and may be offset as against the rental herein. In
the event that Sublessee fails to make payment of such taxes to
Sublessor, in addition to any other remedies pursuant to this
sublease, Sublessor may pay such taxes and Sublessee shall be
responsible for any interest or penalties that may be assessed.
If the taxing authorities permit taxes to be paid in less than
annual installments, Sublessor will not object to Sublessee's
payment of such taxes in a like manner.
Sublessor shall not seek to accomplish or effect a change in
the tax assessment of the premises (except to seek a reduction of
same) without Sublessee's approval.
TWENTY-SEVENTH.-Sublessee will not use Hazardous Materials
(as defined hereinafter) on, from, or affecting the premises in
any manner which violates Federal, state or local laws,
ordinances, rules, regulations or policies governing the use,
storage, treatment, transportation, manufacture, refinement,
handling, production or disposal of Hazardous Materials. For
purposes of this paragraph, "Hazardous Materials" includes,
without limit, any flammable explosives, radioactive materials,
hazardous materials, hazardous or infectious wastes, hazardous or
toxic substances, or related materials defined in the
Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended (42 USC Secs. 9601, et seq.), the
Hazardous Materials Transportation Act, as amended (49 USC Secs.
1801, et seq.), the Resource Conservations and Recovery Act, as
amended (42 USC Secs. 9601, et seq.) and in the regulations
adopted and publications promulgated pursuant thereto, or any
other Federal, state or local environmental law, ordinance, rule
or regulation. Sublessee hereby indemnifies and agrees to hold
Sublessor free and harmless from any liability whatsoever during
and subsequent to the term of this sublease as a result of
Sublessee's breach of the obligations set forth in this
paragraph. Sublessor shall be responsible for and shall indemnify
and hold Sublessee free and harmless from any liability
whatsoever during and subsequent to the terms of this sublease
with regard to any hazardous materials or environmental condition
effecting the demised premises not caused by Sublessee,
Sublessee's agents or employees and/or not occurring during the
term of the within sublease.
TWENTY-EIGHTH.-The Sublessee agrees that it will not
require, permit, suffer, nor allow the cleaning of any window, or
windows, in the demised premises from the outside (within the
meaning of Section 202 of the Labor Law) unless the equipment and
safety devices required by law, ordinance, regulation or rule,
including, without limitation, Section 202 of the New York Labor
Law, are provided and used, and unless the rules, or any
supplemental rules of the Industrial Board of the State of New
York are fully complied with; and the Sublessee hereby agrees to
indemnify the Sublessor, Owner, Agent, Manager and/or
Superintendent, as a result of the Sublessee's requiring,
permitting, suffering, or allowing any window, or windows in the
demised premises to be cleaned from the outside in violation of
the requirements of the aforesaid laws, ordinances, regulation
and/or rules.
TWENTY-NINTH.-The invalidity or unenforceability of any
provision of this sublease shall in no way affect the validity or
enforceability of any other provision hereof.
THIRTIETH.-The Sublessor shall replace at the expense of the
Sublessee any and all broken glass in the skylights, doors and
walls in and about the demised premises. The Sublessor may insure
and keep insured all plate glass in the skylights, doors and
walls in the demised premises, for and in the name of the
Sublessor and bills for the premiums therefor shall be rendered
by the Sublessor to the Sublessee at such times as the Sublessor
may elect, and shall be due from and payable by the Sublessee
when rendered, and the amount thereof shall be deemed to be, and
shall be paid as additional rent.
THIRTY-FIRST.-This sublease and the obligation of Sublessee
to pay rent hereunder and perform all of the other covenants and
agreements hereunder on part of Sublessee to be performed shall
in no way be affected, impaired or excused because Sublessor is
unable to supply or is delayed in supplying any service expressly
or impliedly to be supplied or is unable to make, or is delayed
in making any repairs, additions, alterations or decorations or
is unable to supply or is delayed in supplying any equipment or
fixtures if Sublessor is prevented or delayed from so doing by
reason of governmental preemption in connection with a National
Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department
or subdivision thereof of any government agency or by reason of
the conditions of supply and demand which have been or are
affected by war or other emergency.
THIRTY-SECOND.-Sublessor covenants that if and so long as
the Sublessee pays the rent and "additional rent" reserved
hereby, and performs and observes the covenants and provisions
hereof, the Sublessee shall quietly enjoy the demised premises,
subject, however, to the terms of this sublease, the mortgages
above mentioned and the Sublessor's lease with Gussack Realty
Company.
THIRTY-THIRD.-Sublessee shall, at its sole cost and expense,
obtain all required Federal, State, County and/or Municipal
approvals, permits, licenses, including a Certificate of
Occupancy (if required), to conduct its business. Sublessor shall
cooperate with Sublessee in Sublessee's effort to obtain any and
all necessary permits, licenses, and approvals and shall
expeditiously execute all necessary permit applications and
documents necessary to comply with all regulatory requirements
for the operation of Sublessee's business and performance of
Sublessee's improvements.
THIRTY-FOURTH.-If Sublessee remains in possession of the
premises or any part thereof after expiration of the term hereof,
such occupancy shall be a tenancy from month to month upon all of
the terms hereof applicable to a month to month tenancy except
that the monthly rent shall be increased to 120% of the rent for
the last month prior to such expiration. Sublessor's failure to
object to such holding over shall not constitute a waiver of any
of Sublessor's rights pursuant to this sublease.
THIRTY-FIFTH.-Except as otherwise specifically set forth
herein, this sublease shall be subject to all of the terms and
conditions set forth in the lease between the Sublessor and
Gussack Realty Company dated November 1, 1996, and Sublessee
herein shall have no greater rights in the premises than the
Sublessor. In addition to any rights it may have independent of
this sublease, Gussack Realty Company shall be deemed a third
party beneficiary hereof, held harmless, indemnified and have the
right to seek enforcement of any provision hereof to the same
extent as Sublessor.
IN WITNESS WHEREOF, the parties hereto have hereunto set
their hands and seals, or caused these presents to be signed by
their proper corporate officers and their proper corporate seal
to be hereto affixed, the day and year first above written.
Signed, Sealed and Delivered
in the presence of or
Attested by: General Bearing Corporation
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Sublessor
By:
WMW Machinery Company, Inc.
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Sublessee
By:
RULES AND REGULATIONS
1. Sublessee shall keep all machinery and equipment free
of vibration and noise, and shall not do or permit anything to be
done in the Demised Premises which would constitute a nuisance in
the Building or Complex.
2. Sublessee shall not cause to be discharged, spill or
dispose of on site any dangerous, hazardous, flammable, toxic,
combustible or explosive substance, material or object except
according to law and in an approved legal container.
3. Sublessee shall not cause to be discharged or permit to
be discharged into the sewer system, waste lines, vents or flues
of the Demised Premises or the Complex any acids or hazardous or
toxic substances, except as allowed by law.
4. Sublessee shall keep all exterior located garbage,
trash, rubbish and refuse in rat-proof containers and shall
remove or cause the same to be removed from the Demised Premises
and the Complex on a regular basis.
5. Sublessee shall not store, stack or place or permit to
be stored, stacked or placed any machinery, equipment, goods or
merchandise outside of the Demised Premises except as authorized
by Sublessor and permitted by law or the approvals obtained by
the Sublessee from the applicable authorities.
6. A fire lane (12 foot width) around the entire facility
must be kept clear at all times.
7. No debris, garbage, spare parts or containers of any
kind may be left in the yard or on the roof, except a dumpster.
