Exhibit 10.10
LEASE
This Lease made and entered into as of this 30th day of June, 1993, by and
between Xxxxxxxx Limited Partnership, and its successors and assigns (the
"Lessor") and Mayflower Contract Services, Inc. (the "Lessee"),
WITNESSETH:
1. LEASED PREMISES: LESSOR hereby agrees to lease to LESSEE and LESSEE
hereby agrees to lease from LESSOR the premises owned by LESSOR commonly known
as 0000 Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx, as more particularly described on
Exhibit A attached hereto (the "Leased Premises".).
2. TERM, RENT AND OPTIONS: This Lease covering the Leased Premises shall
be for an original term commencing July 15, 1993, through June 30, 1996. Rent
shall be payable monthly in advance, on the first day of each month in the
following amounts: July 15, 1993, to June 30, 1994, at a rate of $7,500 per
month; July 1, 1994, to June 30, 1995, at a rate of $7,800 per month; and July
1, 1995, to June 30, 1996, at a rate of $8,l00 per month.
LESSOR or LESSEE shall have the option between March 1 and March, 31
of each year to cancel or terminate this lease agreement effective June 30 of
that specific year.
Any monthly payment during the original term of this Lease, or any
renewal term which is not received by the LESSOR by the tenth day of the month
in which such payment is due shall be accompanied by an additional payment equal
to five percent (5%) of the delinquent payment. The additional payment shall
constitute additional rent under this Lease and shall be immediately due and
payable.
3. SECURITY DEPOSIT: LESSEE shall deliver to LESSOR upon commencement of
this Lease a security deposit in the amount of $15,O00. LESSOR shall hold the
security deposit without liability for interest thereon and shall return said
security deposit, less any rents or additional rents due hereunder and less any
amounts necessary to repair damages to the Leased Premises, to the LESSEE
promptly upon termination of this Lease.
4. POSSESSION AT BEGINNING OF TERM: LESSOR shall give possession at the
beginning of the term of this Lease.
5. INSURANCE: LESSEE shall, at its own cost and expense, obtain and
maintain extended coverage insurance for fire, windstorm, hail, earthquake,
vandalism and malicious mischief, in an amount not less than 100% of the Leased
Premises' replacement value, subject to a deductible amount of One Hundred
Thousand Dollars ($100,000), and will keep such insurance in full force
and effect during the entire term of the Lease, including all extension periods.
All insurance against damage to the Leased Premises against fire or other
casualty provided by LESSEE as required in this Paragraph shall be carried in
favor of LESSOR and LESSEE as their interests may appear. LESSEE also agrees to
maintain public liability insurance on the Premises in an amount not less than
One Million Dollars ($1,000,000) combined single limit, for property damage,
bodily injury and death. Lessor shall be an additional insured under the public
liability policy.
LESSEE is self-insured to the extent of any deductible permitted by
this Paragraph and shall indemnify LESSOR from and against any loss, cost,
expense or damage arising out of the existence of any such deductible. LESSEE
shall furnish LESSOR certificates indicating that the insurance policies are in
full force and effect and that the policies may not be canceled unless ten (10)
day's prior written notice of the proposed cancellation has been given to
LESSOR.
6. ASSIGNMENT AND SUBLEASE: LESSEE shall not assign, transfer, or encumber
this Lease and shall not sublease the Leased Premises or any part thereof or
allow any other person to be in possession thereof without the prior written
consent of LESSOR. LESSOR shall not unreasonably withhold consent for LESSEE to
sublease the whole or any part of the Leased Premises.
7. ACCEPTANCE, MAINTENANCE, AND REPAIR: LESSEE has inspected and knows the
condition of the Leased Premises and accepts the same in their present condition
(subject to ordinary wear, tear, and deterioration in the event the term
commences after the date hereof and to the rights of present or former occupant
or occupants, if any, to remove movable property).
LESSEE shall take good care of the Leased Premises and the equipment
and fixtures therein (including heating and air conditioning equipment) and
shall keep the same in good working order and condition, including particularly
protecting water pipes, heating and air conditioning equipment, plumbing,
fixtures, appliances, and sprinkler system from becoming frozen, and shall keep
the Leased Premises and the approaches, sidewalks, fences, parking lots and the
alleys adjacent thereto, if any, clean and sightly and free from ice, snow,
trash and weeds. At the expiration of the term, LESSEE shall surrender the
premises broom clean, in as good condition as the reasonable use thereof will
permit.
LESSEE shall keep in repair, the roof, exterior and walls, gutters
and downspouts of the premises in any building of which they are a part.
LESSEE shall bear the entire cost of routine maintenance and repair
of the Leased Premises. LESSEE shall bear only that pro rata portion of the cost
of major repair of a piece of equipment on the Leased Premises with a cost in
excess of $1,500
and with a useful life of five (5) or more years, which shall apply to the
remainder of the term of the Lease, including available options, at the time
such repair costs are incurred; provided LESSOR shall not be liable to pay any
portion of the cost of such repairs due and owing to LESSEE'S failure to
maintain the Leased Premises in accordance with the terms of this Lease.
Should LESSEE fail within 30 days after written notice from LESSOR
to LESSEE to make any maintenance or repairs required by this Lease, LESSOR may
arrange to make the same on LESSEE'S behalf and the cost of said maintenance and
repairs shall be additional rent under this Lease and shall be immediately due
and payable.
8. LESSOR'S RIGHT OF ENTRY: LESSOR or LESSOR's agent may enter the Leased
Premises at reasonable hours to examine the same and to do any LESSOR may be
required to do hereunder or which LESSOR may deem necessary for the good of the
Leased Premises or any building of which they are a part; and, during the last
180 days of this Lease, LESSOR may display a "For Rent" sign on, and show the
Leased Premises.
9. DAMAGE BY CASUALTY: In case, during the term created or previous
thereto, the Leased Premises hereby let, or the building on which said Leased
Premises are a part, shall be destroyed or shall be so damaged by fire or other
casualty, as to become untenantable, then in such event, at the option of the
LESSOR, the term hereby created shall cease, and this Lease shall become null
and void from the date of such damage or destruction and the LESSEE shall
immediately surrender said Leased Premises and all interest therein to LESSOR,
and LESSEE shall pay rent within said term only to the time of such surrender;
provided, however, that LESSOR shall exersize such option to so terminate this
Lease by notice in writing delivered to LESSEE within one hundred twenty (120)
days after such damage or destruction. In case LESSOR shall not so elect to
terminate this Lease, in such event, this Lease shall continue in full force and
effect and the LESSOR shall repair the leased premises within one hundred eighty
(180) days, placing the same in approximately as good a condition as they were
at the time of the damage or destruction, and for that purpose may enter said
Leased Premises and rent shall xxxxx in proportion to the extent and duration of
untenantability. In either event, LESSEE shall remove all rubbish, debris,
merchandise, furniture, equipment and other of its personal property, within
five (5) days after the request of the LESSOR. If the Leased Premises shall be
but slightly injured by fire the elements so as not to render the same
untenantable and unfit for occupancy, then the LESSOR shall repair the same
within ninety (90) days, and in that case the rent shall not xxxxx. No
compensation or claim shall be made by or allowed to the LESSEE by reason of any
inconvenience or annoyance arising from the necessity of repairing any portion
of the building or the Leased Premises, however the necessity may occur. In the
event the
LESSOR elects to repair the Leased Premises but fails to complete the repairs as
required herein, then LESSEE may terminate the Lease upon sixty (60) day's
written notice to LESSOR.
10. PERSONAL PROPERTY: LESSOR shall not be liable for any loss or damage
to any merchandise or personal property in or about the Leased Premises,
regardless of the cause of such loss or damage.
11. PERSONAL INJURY: LESSOR shall not be liable for any personal injury
occurring on the Leased Premises, regardless of the cause of such personal
injury. LESSEE shall indemnify and hold LESSOR harmless for any such personal
injury.
12. ALTERATIONS: LESSEE shall not make any alterations or additions in or
to the Leased Premises without the prior written consent of LESSOR.
13. UTILITIES AND SERVICES: LESSEE shall furnish and pay for all
electricity, gas, fuel, sewer, water and any services or utilities used in or
assessed against the Leased Premises.
14. PUBLIC REQUIREMENTS: LESSEE shall comply with all laws, orders,
ordinances and other public requirements now or hereafter affecting the Leased
Premises or the use thereof (including, but not limited to, fueling equipment),
and save LESSOR harmless from expense or damage resulting from failure to do so.
The provisions of this Paragraph shall not apply to the fueling equipment
currently installed on the Leased Premises unless placed in use by LESSEE.
15. FIXTURES: All building, repairs, alterations, additions, improvements,
installations, equipment and fixtures, by whomsoever installed or erected
(except such business trade fixtures belonging to LESSEE as can be removed
without damage to or leaving incomplete the Leased Premises or building) shall
belong to LESSOR and remain on and be surrendered with the Leased Premises as a
part thereof, at the expiration of this lease or any extension thereof, unless
LESSOR shall request removal of such and the repair of the damage caused
thereby.
16. REAL ESTATES TAXES: LESSEE shall pay the real estate taxes, both
general and special, payable with respect to the Leased Premises during any
lease year during the term hereof. Should LESSEE fail to pay the real estate
taxes prior said taxes becoming delinquent, LESSOR may pay said taxes on
LESSEE'S behalf and the cost of said taxes shall be additional rent under this
Lease and shall be immediately due and payable.
17. EMINENT DOMAIN: If the Leased Premises or any substantial part thereof
shall be taken by any competent authority under the power of eminent domain or
be acquired for any public or quasi public use or purpose, the term of this
Lease shall cease and terminate upon the date when the possession of
said Leased Premises or the part thereof so taken shall be required for such use
or purpose and without apportionment of the award, and LESSEE shall have no
claim against LESSOR for the value of any unexpired term of this Lease. If any
condemnation proceeding shall be instituted in which it is sought to take or
damage any part of LESSOR'S building or the land under it or if the grade of any
street or alley adjacent to the building is changed by any competent authority
and such change of grade makes it necessary or desirable to remodel the building
to conform to the changed grade, LESSOR shall have the right to cancel this
Lease after having given written notice of cancellation to LESSEE not less than
ninety (90) days prior to the date of cancellation designated in the notice. In
either of said events, rent at the then current rate shall be apportioned as the
date of the termination. No money or other consideration shall be payable by the
LESSOR to the LESSEE for the right of cancellation and the LESSEE shall have no
right to share in the condemnation award or in any judgment for damages caused
by the taking or the change of grade. Nothing in this Paragraph shall preclude
an award being made to LESSEE by the condemning authority for loss of business
or depreciation to and cost of removal of equipment or fixtures.
18. SUBROGATION: As part of the consideration of this Lease, each of the
parties hereto does hereby release the other party hereto from all liability for
damage due to any act or neglect of the other party (except as hereinafter
provided) occasioned to property owned by said parties which is or might be
incident to or the result of a fire or any other casualty against loss for which
either of the parties is now carrying on hereafter may carry insurance;
provided, however, that the releases herein contained shall not apply to any
loss or damage occasioned by the willful, wanton, or premeditated negligence of
either of the parties hereto, and the parties hereto further covenant that any
insurance that they obtain on their respective properties shall contain an
appropriate provision whereby the insurance company or companies consent to the
mutual release of liability contained in this Paragraph.
19. DEFAULT: If default is made in the payment of any installment of rent
on the due date thereof, or if LESSEE shall default in the performance of any
other Agreement (other than payment of rent) and such default (other than
payment of rent) continues for 30 days after written notice thereof, or if the
Leased Premises be vacated or abandoned in violation of the terms hereof, then
in any such event this Lease shall terminate, at the option of the LESSOR, and
LESSOR may re-enter the Leased Premises and take possession thereof, with or
without force or legal process and without notice or demand, the service of
notice, demand or legal process being hereby expressly waived, and upon such
entry, as aforesaid, this Lease shall terminate and the LESSOR may exclude
LESSEE from the Leased Premises, changing the lock on the door or doors if
deemed necessary, without being liable to LESSEE for any damages or for
prosecution therefore, LESSOR's rights in such event may be enforced by action
in
unlawful detainer or other proper legal action, and the LESSEE shall remain
liable for a sum equal to the entire rent payable to the end of the term hereof
and shall pay any loss or deficiency sustained by the LESSOR on account of the
Leased Premises being let for the remainder of the then current term for a sum
less than the amount due hereunder. LESSOR, as agent for LESSEE without notice,
may re-let the Leased Premises or any part thereof for the remainder of the then
current term for a sum less than the amount due hereunder. LESSOR, as agent for
LESSEE without notice, may re-let the Leased Premises or any part thereof for
the remainder of the term or for any longer or shorter period as opportunity may
offer, and at such rentals as may be obtained, and LESSEE agrees to pay the
difference between a sum equal to the amount of rent payable during the residue
of the term and the net rent actually received by the LESSOR during the term
after deducting all expenses of every kind for repairs, recovering possession
and re-letting the same, which difference shall accrue and be payable monthly.
20. WAIVER: The rights and remedies of the LESSOR under this Lease, as
well as those provided or accorded by law, shall be cumulative, and none shall
be exclusive of any other rights or remedies hereunder or allowed by law. A
waiver by LESSOR of any breach or breaches, default or defaults, of LESSEE
hereunder shall be in writing and shall not be deemed or construed to be a
continuing waiver of such breach or default nor as a waiver of or permission,
expressed or implied, for any subsequent breach or default, and it is agreed
that the acceptance by LESSOR of any installment of rent subsequently to the
date the same should have been paid hereunder, shall in no manner alter or
affect the covenant and obligation of LESSEE to pay subsequent installments for
rent promptly upon the due date thereof. No receipt of money by LESSOR after the
termination of this Lease shall reinstate, continue or extend the term hereof.
21. NOTICES: Any notice required to be given by either party to the other
shall be deposited in the United States mail, certified, postage prepaid,
addressed to the following:
To LESSOR:
Xxxxxxxx Limited Partnership
00000 Xxxx Xxxx.
Xx. Xxxxx, XX 00000
To LESSEE:
Xxxxx Xxxxx
Vice President
Mayflower Contract Services, Inc.
000 Xxxxx
Xxxxxxxx, XX 00000
with a copy to:
Xxxx X. Xxxxxx
Senior Vice President
Mayflower Contract Services, Inc.
0000 Xxxxxxx Xxxx.
Xxxxxxxx Xxxx, XX 00000
22. SUCCESSORS: The provisions, covenants and conditions of this Lease
shall bind and inure to the benefit of the legal representatives, heirs,
successors and assigns of each of the parties hereto, except that no assignment
or subletting may be made by LESSEE without the written consent Of LESSOR.
23. QUIET POSSESSION: LESSOR agrees that so long as LESSEE fully complies
with all of the terms, covenants and conditions here contained on LESSEE's part
to be kept and performed, LESSEE shall and may peaceably and quietly have, hold
and enjoy the said Leased Premises for the term aforesaid, it being expressly
understood and agreed that, however, the aforesaid covenent of quiet enjoyment
shall be binding upon the LESSOR only so long as LESSOR remains the owner in fee
or leasehold of the Leased Premises, anything to the contrary in this instrument
notwithstanding. LESSOR and LESSEE covenants and represents to each other that
each has full right, title, power and authority to make, execute and deliver
this Lease.
24. BANKRUPTCY: Neither this Lease nor any interest therein nor any estate
hereby created shall pass to any trustee or receiver in bankruptcy or to any
other receiver or assignee for the benefit of creditors or otherwise by
operation of law during the term of this Lease or any renewal thereof.
25. REMEDIES: If LESSEE should default under the terms of this Lease and
such default is not cured in accordance with the terms hereof, LESSOR shall be
entitled to take any available action, in law or in equity and shall also be
entitled to all reasonable costs, charges, expenses and attorney's fees incurred
in connection therewith.
26. ENTIRE AGREEMENT; SEVERABILITY: This Lease contains the entire
Agreement between the parties, and no modification of this Lease shall be
binding upon the parties unless evidenced by an agreement in writing signed by
the LESSOR and the LESSEE after the date hereof. If any provision of this Lease
shall be held invalid, the remaining provisions be unaffected by such invalidity
and shall be enforceable in accordance with their terms.
27. HAZARDOUS WASTES AND ENVIRONMENTAL MATTERS.
(A) LESSEE hereby waives and relinquishes any indemnification by or
from LESSOR, expressed or implied, for any costs or liabilities arising out of
or related to the discharge, release or presence of any hazardous or toxic
waste, substance, or constituent or other substances on, in, or from the Leased
Premises, which discharge, release or presence first occurs on or after July 15,
1995, and before the end of the Lease term or any extensions or renewals
thereof. LESSEE shall indemnify, hold harmless and defend LESSOR against and in
respect of any and all liability, claim, loss, cost, damage, expense (including
attorneys' fees and remedial costs), fine, penalty, suit, demand or other
action, including but not limited to those matters related to the death,
dismemberment or other injury to any person, asserted against LESSOR resulting
from, arising out of, related to or in connection with the (i) release by
LESSEE, its agents, contractors or employees, from or upon the Leased Premises
of any hazardous or toxic substance, waste, constituent or other substance into
the environment; (ii) any arrangement by LESSEE, its affiliates, or agents for
the treatment, recycling, storage or disposal at any facility owned or operated
by any person or entity of a hazardous or toxic substance, waste, constituent or
other substance which has been or may be deposited at, disposed on, or released
onto the Leased Premises; and (iii) cleanup or other remedial measures with
regard to environmental pollution caused by LESSEE, its affiliates or agents,
which may be required by any governmental agency pursuant to federal, state or
local statutes or regulations, including with limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. et
seq. ("CERCLA").
(B) LESSOR hereby waives and relinquishes any indemnification by or
from LESSEE, express or implied, for any costs or liabilities arising out of or
related to the presence, discharged or release of any hazardous or toxic waste,
substance, or constituent or other substances on, in, or from the Leased
Premises, which presence, discharge, or release occurs before July 15, 1995, or
after the expiration of this Lease including any extensions or renewals hereof.
LESSOR shall indemnify, hold harmless and defend LESSEE against and in respect
of any and all liability, claim, loss, cost, damage, expense (including
attorneys' fees and remedial costs), fine, penalty, suit, demand or other
action, including but not limited to those matters related to the death,
dismemberment or other injury to any person, asserted against LESSEE resulting
from, arising out of, related to or in connection with the: (i) release from or
upon the Leased Premises of any hazardous or toxic substance, waste, constituent
or other substance into the environment, (ii) the treatment, recycling, storage
or disposal at any facility owned or operated by any person or entity of a
hazardous or toxic substance, waste, constituent or other substance which has
been deposited at, disposed on, or released onto the Leased Premises;
and (iii) cleanup or other remedial measures with regard to environmental
pollution caused by LESSOR, its predecessors in title, affiliates, agents or
lessees which may be required by any governmental agency pursuant to federal,
state, or local statues or regulations, including with limitation, CERCLA.
(C) To the extent any provision of this Paragraph 27 is inconsistent
with any other term of this Lease, this Paragraph 27 shall prevail.
(D) The provisions of this Paragraph 27 shall survive the expiration
or earlier termination of this Lease.
IT WITNESS WHEREOF, the parties have signed triplicate copies
hereof.
MAYFLOWER CONTRACT SERVICES, INC.
By /s/ [ILLEGIBLE]
----------------------------------------
LESSEE
XXXXXXXX LIMITED PARTNERSHIP
By /s/ Xxxxx X. Xxxxxxxx, III
----------------------------------------
Xxxxx X. Xxxxxxxx, III,
General Partner
LESSOR
EXHIBIT "A"
The real estate and improvements located at 0000 Xxxxxxxx, Xx. Xxxxx Xxxx,
Xxxxxxxx 00000, said property being more particularly described as follows:
A parcel of CB 3511 Bulwer with approximately 6.601 acres of the X'Xxxxx Estate
Addition bounded on the South 640 feet NNL of Xxxxxx, plus a parcel of CB 0000
X. X. Xxxxx with .773 acres bounded W 425 feet E E.L. of Broadway, plus a parcel
of CB 4200 N Front with .056 acres survey 926 addition bounded W 292 feet E of
Broadway.
SUBLEASE
THIS SUBLEASE is made and entered into this 28th day of May, 1996, by and
between Mayflower Contract Services, Inc. doing business as Xxxxxxx Transit,
Inc., hereinafter referred to as "SUBLESSOR" and Atlantic Express of Missouri,
hereinafter referred to as "SUBLESSEE".
WHEREAS, SUBLESSOR is a Tenant under a Lease dated June 30, 1993, and
Amendment to Lease dated April 28, 1995, (hereinafter said Lease and Amendment
shall be referred to as the "Prime Lease"), for a property located at 0000
Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx (hereinafter referred to as the "Premises"),
wherein Xxxxxxxx Partnership (hereinafter referred to as the "Landlord") is the
Lessor and SUBLESSOR is the Lessee; and
WHEREAS, SUBLESSEE wishes to sublease the Premises subject to said Prime
Lease from SUBLESSOR.
NOW, THEREFORE, for and in consideration of the above premises and the
mutual promises and covenants contained herein, the parties agree as follows:
1. SUBLESSOR does hereby Sublease the Premises subject to the Prime Lease
upon the terms and conditions as set forth herein.
2. SUBLESSEE, by its acceptance of this Sublease, assumes the performance
of all SUBLESSOR'S duties and obligations under the assigned Prime Lease, and
will hold SUBLESSOR harmless, including any attorneys fees, from any liability
or loss resulting from the performance or nonperformance of SUBLESSEE'S duties
and obligations under said Prime Lease.
3. This Sublease is conditioned upon the approval of Rock Hill
Partnership, the Landlord to this Sublease.
4. Notwithstanding the foregoing, SUBLESSOR shall retain ownership of the
security deposit as set forth in Paragraph 1 of the Prime Lease Addenda. The
Landlord shall be entitled to retain a security deposit of $8,400 from Atlantic
Express of Missouri and a security deposit of $6,600 from Xxxxxxx Transit, Inc.
totaling $15,000 throughout the term of the Prime Lease, pursuant to the terms
and conditions of the Prime Lease and to secure the performance of SUBLESSEE'S
duties and obligations under the Prime Lease. Should, at the termination of the
Prime Lease, SUBLESSEE have completed all of its duties and obligations and the
security deposit be refundable, then, any security deposit so refunded shall be
refunded to SUBLESSOR, pursuant to the terms of this Sublease.
5. SUBLESSEE shall pay all rents due under said Prime Lease directly to
the Landlord under said Prime Lease commencing July 1,1996 through June 30,
1998. The rent due under the Prime Lease shall be as follows:
July 1, 1996 - June 30, 1997 = $8,400/month
July 1, 1997 - June 30, 1998 = $8,700/month
6. In case of default of SUBLESSEE under the terms of the Prime Lease or
this Sublease, SUBLESSOR may terminate this Sublease and retake possession of
the Premises using
SUBLESSOR INITIAL /s/ [ILLEGIBLE] -Page 1- SUBLESSEE INITIAL /s/ [ILLEGIBLE]
any and all lawful means. SUBLESSEE shall be accountable to SUBLESSOR for any
and all damages incurred by SUBLESSOR, including attorneys fees, arising from
SUBLESSEE'S breach of this Sublease or the Prime Lease.
7. In the event SUBLESSEE shall breach this Sublease or fail to perform
any of the covenants assumed herein, the Landlord may assert claims for damages
suffered by the Landlord against SUBLESSEE and such claims shall not preclude or
limit the Landlord from asserting claims for additional damages or asserting
other remedies against the SUBLESSOR or SUBLESSOR'S security deposit as referred
to in Paragraph 4 above. In the event the Landlord is required to institute any
such claims, the SUBLESSEE agrees to pay the reasonable cost and attorney's fees
incurred by the Landlord in connection therewith.
8. This Sublease is binding upon the parties hereto and shall inure to the
benefit of the parties hereto and the Landlord and their respective heirs,
personal representatives, successors and assigns. This Sublease may not be
amended or cancelled, the Premises may not be further subleased, and neither
SUBLESSOR or SUBLESSEE may assign their rights hereunder, without the prior
written consent of Landlord.
IN WITNESS WHEREOF, the parties have executed this Sublease on the day and
year first above written.
SUBLESSOR: SUBLESSEE:
MAYFLOWER CONTRACT SERVICES,
INC. DOING BUSINESS AS XXXXXXX
TRANSIT, INC. ATLANTIC EXPRESS OF MISSOURI
By: /s/ [ILLEGIBLE] By: /s/ Xxxxx X. [ILLEGIBLE]
-------------------------- -------------------------
This First Amendment to Lease ("First Amendment") is entered into the 28th
of April, 1995, by and between Rock Hill Limited Partnership, a Missouri limited
partnership ("Landlord"), whose address is 00000 Xxxx Xxxx., Xx. Xxxxx, Xxxxxxxx
00000, and Xxxxxxx Transit, Inc., a Missouri corporation, ("Tenant"), whose
address is 0000 X. 0xx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000.
RECITALS
Tenant currently leases from Landlord certain real property and
improvements thereon located in City of St. Louis, Missouri, known as 6810
Prescott pursuant to a Lease dated June 30, 1993.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:
1. Rent. The rent which Tenant is obligated to pay pursuant to the Lease,
shall be as follows:
o July 1, 1995, through June 30, 1996, $8,l00.00/month.
o July 1, 1996, through June 30, l997, $8,400.00/month.
o July 1, 1997, through June 30, 1998, $8,700.00/month.
2. Incorporation of Recitals. The Recitals to this First Amendment are
incorporated herein and made a part hereof.
3. Incorporation of Lease. The terms and conditions of this First
Amendment shall be deemed incorporated into the Lease and shall be governed,
enforced and interpreted in accordance therewith.
4. No Additional Amendments. The Lease shall be amended and modified only
to the extent and as specifically provided for in this First Amendment; it is
otherwise ratified and affirmed.
5. Drafting of First Amendment. This First Amendment is a product of the
negotiations of both parties. For convenience, it has been drafted by one of the
parties and it shall not be construed in favor of, or against, either party
simply because it was drafted by one party.
6. No Default Waiver. This First Amendment does not waive any prior,
present or future default by either party hereto which has occurred or may occur
under the terms of the Lease.
7. Counterparts. This First Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same document.
LANDLORD TENANT
Rock Hill Limited Partnership, Xxxxxxx Transit, Inc., a Missouri Corporation
a Limited Partnership
by /s/ [ILLEGIBLE] by /s/ [ILLEGIBLE]
----------------------------- -------------------
Title Gen'l Partner Title Dist Dir of Maint
ACCEPTANCE OF SUBLEASE
COMES NOW Rock Hill Partnership and hereby accepts the terms and
conditions of the Sublease by and between Mayflower Contract Services, Inc.
doing business as Xxxxxxx Transit, Inc., SUBLESSOR and Atlantic Express of
Missouri, SUBLESSEE. The Landlord does not release Xxxxxxx Transit, Inc. from
liability under said Prime Lease, but hereby accepts the Sublease and Assignment
and accepts Atlantic Express of Missouri, first, for all duties and obligations
of Tenant under said Prime Lease, but should Atlantic Express of Missouri fail
to fulfill said obligations, then Rock Hill Partnership may look to Xxxxxxx
Transit, Inc. for fulfillment of said terms and obligations. Notwithstanding the
foregoing, should Atlantic Express of Missouri, as Tenant, fully perform all of
its duties and obligations under said Prime Lease and should the security
deposit, as set forth in Paragraph 1 of said Prime Lease Addenda, be due and
owing at the termination of the initial term of the Prime Lease, then $8,400 of
the security deposit shall be returned to Atlantic Express of Missouiri and the
balance of $6,600 of the security deposit shall be returned to Xxxxxxx Transit,
Inc.
Notwithstanding the foregoing, Rock Hill Partnership, may not make any
agreement with SUBLESSEE which would increase the duties and obligations of
SUBLESSEE or SUBLESSOR without the written approval of SUBLESSOR. Furthermore,
no option to extend said Prime Lease shall be made between SUBLESSEE and
SUBLESSOR.
Any and all notices to be sent under the terms of the Prime Lease by Rock
Hill Partnership shall be sent to both Xxxxxxx Transits, Inc. at _______________
and Atlantic Express of Missouri at 0000 Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx.
ROCK HILL PARTNERSHIP L.P.
By /s/ Xxxxx X. Xxxxxxxx, III
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General Partner
SUBLEASE
THIS SUBLEASE is made and entered into this 28th day of May, 1996, by and
between Mayflower Contract Services, Inc. doing business as Xxxxxxx Transit,
Inc., hereinafter referred to as "SUBLESSOR" and Atlantic Express of Missouri,
hereinafter referred to as "SUBLESSEE".
WHEREAS, SUBLESSOR is a Tenant under a Lease dated June 30, 1993, and
Amendment to Lease dated April 28, 1995, (hereinafter said Lease and Amendment
shall be referred to as the "Prime Lease"), for a property located at 0000
Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx (hereinafter referred to as the "Premises"),
wherein Xxxxxxxx Partnership (hereinafter referred to as the "Landlord") is the
Lessor and SUBLESSOR is the Lessee; and
WHEREAS, SUBLESSEE wishes to sublease the Premises subject to said Prime
Lease from SUBLESSOR.
NOW, THEREFORE, for and in consideration of the above premises and the
mutual promises and covenants contained herein, the parties agree as follows:
1. SUBLESSOR does hereby Sublease the Premises subject to the Prime Lease
upon the terms and conditions as set forth herein.
2. SUBLESSEE, by its acceptance of this Sublease, assumes the performance
of all SUBLESSOR'S duties and obligations under the assigned Prime Lease, and
will hold SUBLESSOR harmless, including any attorneys fees, from any liability
or loss resulting from the performance or nonperformance of SUBLESSEE'S duties
and obligations under said Prime Lease.
3. This Sublease is conditioned upon the approval of Rock Hill
Partnership, the Landlord to this Sublease.
4. Notwithstanding the foregoing, SUBLESSOR shall retain ownership of the
security deposit as set forth in Paragraph 1 of the Prime Lease Addenda. The
Landlord shall be entitled to retain a security deposit of $8,400 from Atlantic
Express of Missouri and a security deposit of $6,600 from Xxxxxxx Transit, Inc.
totaling $15,000 throughout the term of the Prime Lease, pursuant to the terms
and conditions of the Prime Lease and to secure the performance of SUBLESSEE'S
duties and obligations under the Prime Lease. Should, at the termination of the
Prime Lease, SUBLESSEE have completed all of its duties and obligations and the
security deposit be refundable, then, any security deposit so refunded shall be
refunded to SUBLESSOR, pursuant to the terms of this Sublease.
5. SUBLESSEE shall pay all rents due under said Prime Lease directly to
the Landlord under said Prime Lease commencing July 1,1996 through June 30,
1998. The rent due under the Prime Lease shall be as follows:
July 1, 1996 - June 30, 1997 = $8,400/month
July 1, 1997 - June 30, 1998 = $8,700/month
6. In case of default of SUBLESSEE under the terms of the Prime Lease or
this Sublease, SUBLESSOR may terminate this Sublease and retake possession of
the Premises using
SUBLESSOR INITIAL /s/ [ILLEGIBLE] -Page 1- SUBLESSEE INITIAL /s/ [ILLEGIBLE]
any and all lawful means. SUBLESSEE shall be accountable to SUBLESSOR for any
and all damages incurred by SUBLESSOR, including attorneys fees, arising from
SUBLESSEE'S breach of this Sublease or the Prime Lease.
7. In the event SUBLESSEE shall breach this Sublease or fail to perform
any of the covenants assumed herein, the Landlord may assert claims for damages
suffered by the Landlord against SUBLESSEE and such claims shall not preclude or
limit the Landlord from asserting claims for additional damages or asserting
other remedies against the SUBLESSOR or SUBLESSOR'S security deposit as referred
to in Paragraph 4 above. In the event the Landlord is required to institute any
such claims, the SUBLESSEE agrees to pay the reasonable cost and attorney's fees
incurred by the Landlord in connection therewith.
8. This Sublease is binding upon the parties hereto and shall inure to the
benefit of the parties hereto and the Landlord and their respective heirs,
personal representatives, successors and assigns. This Sublease may not be
amended or cancelled, the Premises may not be further subleased, and neither
SUBLESSOR or SUBLESSEE may assign their rights hereunder, without the prior
written consent of Landlord.
IN WITNESS WHEREOF, the parties have executed this Sublease on the day and
year first above written.
SUBLESSOR: SUBLESSEE:
MAYFLOWER CONTRACT SERVICES,
INC. DOING BUSINESS AS XXXXXXX
TRANSIT, INC. ATLANTIC EXPRESS OF MISSOURI
By: /s/ [ILLEGIBLE] By: /s/ Xxxxx Xxxxxxx
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