Exhibit 10.4
Parties THIS LEASE, dated the 15th day of August 1984 Between
THE BUILDING CENTER, INC., having its principal place
of business at Xxxxx 000 & Xxxxx Xxxxxx Xxxx, Xxxx
Xxxxxxx, Xxx Xxxxxx 00000 hereinafter referred to as
the Landlord, and NEW AMERICA NETWORK, and/or its
affiliates, having its principal place of business at
Xxxxx 000 & Xxxxx Xxxxxx Xx., Xxxx Xxxxxxx, Xxx Xxxxxx
00000 hereinafter referred to as the Tenant,
WITNESSETH: That the Landlord hereby demises
and leases unto the Tenant, and the Tenant
hereby hires and takes from the Landlord for
the term and upon the rentals hereinafter
specified, the premises described as
follows, situated in the Towhsnip of East
Windsor, County of Xxxxxx and State of New
Jersey being a portion of a building located
at Route 130 & Maple Stream Road, and, being
more particularly knows and described at
Building #4.
Premises
Term The term of this demise shall be for Five
(5) years beginning September 1, 1984 and
ending August 31, 1989. The rent for the
demised terms shall be Two Hundred
Twenty-eight Thousand Dollars -----------
($228,000.00), which shall accrue at the
yearly rate of
September 1, 1984 through August 31, 1987
(@ $42,000.00/year $126,000.00 September 1,
1987 through August 31, 1988 $ 48,000.00
September 1, 1988 through August 31, 1989 $
54,000.00 The said rent is to be payable
monthly in advance on the first day of each
calendar month for the term hereof, in
installments as follows:
Payment of Rent $3,500.00 per month, on the 1st. day of each and every
month from September 1, 1984 through August 31, 1987.
$4,000.00 per month on the 1st. day of each and every
month from September 1, 1987 through August 31, 1988.
$4,500.00 per month on the 1st. day of each and every
month from September 1, 1988 through August 31, 1989.
at the office of The Building Center, Inc. Route 130 &
Maple Stream Rd., East Windsor, or as may be otherwise
directed by the Landlord in writing.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS
Peaceful
Possession First. --The Landlord covenants that, the Tenant,
on paying the said rental and performing the covenants
and conditions in this Lease contained,
shall and may peaceably and quietly have,
hold and enjoy the demised premises for the
term aforesaid.
Purpose
Second. --The Tenant convents and agrees to
use the demised premises as a business
office and agrees not to use or permit the
premises to be used for any other purpose
without the prior written consent of the
Landlord endorsed hereon.
Default in Pay- Third. --The Tenant shall, without any previous
ment of Rent demand therefor, pay to the Landlord, or its
agent, the said rent at the times and in the manner
above provided. In the event of the non-payment
Abandonment of of said rent, or any installment thereof, at the
Premises times and in the manner above provided, and if the
same shall remain in default for ten days after
Re-entry and becoming due, or if the Tenant shall be dispossessed
Reletting by for non-payment of rent, or if the leased premises
Landlord shall be deserted or vacated, the Landlord or its
agents shall have the right to and may enter the
Tenant Liable said premises as the agent of the Tenant, either
Deficiency by force or otherwise, without being liable for
any prosecution of damages therefor, and may relet
Lien of Landlord the premises as the agent of the Tenant, and receive
Secure the rent therefor, upon such terms as shall be
satisfactory to the Landlord, and all rights of the
Performance Tenant to repossess the premises under this lease
Attorney's Fees shall be forfeited. Such re-entry by the Landlord
shall not operate to release the Tenant from any
rent to be paid or covenants to be performed
hereunder during the full term of this lease. For
the purpose of reletting, the Landlord shall be
authorized to make such repairs or alterations in
or to the leased premises as may be necessary to
place the same in good order and condition. The
Tenant shall be liable to the Landlord for the cost
of such repairs or alterations, and all expenses of
such reletting. If the sum realized or to be realized
from the
reletting is insufficient to satisfy the
monthly or term rent provided in this lease,
the Landlord, at its option, may require the
Tenant to pay such deficiency month by
month, or may hold the Tenant in advance for
the entire deficiency to be realized during
the term of the reletting. The Tenant shall
not be entitled to any surplus accruing as a
result of the reletting.
The Landlord is hereby granted a lien, in
addition to any statutory lien or right to
distrain that may exist, on all personal
property of the Tenant in or upon the
demised premises, to secure payment of the
rent and performance of the covenants and
conditions of this lease. The Landlord shall
have the right, as agent of
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the Tenant, to take possession of any
furniture, fixtures or other personal
property of the Tenant found in or about the
premises, and sell the same at public or
private sale and to apply the proceeds
thereof to the payment of any monies
becoming due under this lease, the Tenant
hereby waiving the benefit of all laws
exempting property from execution, levy and
sale on distress or judgment. The Tenant
agrees to pay, as additional rent, all
attorney's fees and other expenses incurred
by the Landlord in enforcing any of the
obligations under this lease.
Sub-letting and Fourth -- The Tenant shall not sub-let the
Assignment demised premises nor any portion thereof,
nor shall this lease be assigned by the
Condition of Tenant without the prior written consent
Premises, Repairs of the Landlord endorsed hereon.
Fifth -- The Tenant has examined the demised
premises, and accepts them in their present
Condition of condition (except as otherwise expressly provided
Premises, herein) and without any representations on the
Repairs part of the Landlord or its agents as to the
present or future condition of the said premises.
Alterations and The Tenant shall keep the demised premises in
Improvements good condition, and shall redecorate, paint and
renovate the said premises as may be necessary
to keep them in repair and good appearance. The Tenant
Sanitation, shall quit and surrender the premises at the end of the
Inflammable demised term in as good condition as the reasonable use
Materials thereof will permit. The Tenant shall not make any
alterations, additions, or improvements to said
Sidewalks premises without the prior written consent of the
Landlord. All erections, alterations, additions, and
_________ in character, which may be made upon the
premises either by the Landlord or the Tenant, except
furniture or movable trade fixtures installed at the
expense of the Tenant, shall be the property of the
Landlord and shall remain upon and be surrendered with
the premises as a part thereof at the termination of
this Lease, without compensation to the Tenant. The
Tenant further agrees to keep said premises and all
parts thereof in a clean and sanitary condition and
free from trash, inflammable material and other
objectionable matter. If this lease covers premises,
all or a part of which are on the ground floor, the
Tenant further agrees to keep the sidewalks in front of
such ground floor portion of the demised premises clean
and free of obstructions, snow and ice.
Mechanics' Sixth -- In the event that any mechanics' lien is filed
Liens against the premises as a result of alterations,
additions or improvements made by the Tenant, the
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Landlord, at its option, after thirty days'
notice to the Tenant, may terminate this
lease and may pay the said lien, without
inquiring into the validity thereof, and the
Tenant shall forthwith reimburse the
Landlord the total expense incurred by the
Landlord in discharging the said lien, as
additional rent hereunder.
Glass Seventh -- The Tenant agrees to replace at the Tenant's
expense any and all glass which may become broken in
and on the demised premises. Plate glass and mirrors,
if any, shall be insured by the Tenant at their full
insurable value in a company satisfactory to the
Landlord. Said policy shall be of the full premium
type, and shall be deposited with the Landlord or its
agent.
Liability of Eighth -- The Landlord shall not be responsible for the
Landlord loss of or damage to property, or injury to persons,
occurring in or about the demised premises,
by reason of any existing or future
condition, defect, matter or thing in said
demised premises or the property of which
the premises are a part, or for the acts,
omissions or negligence of other persons or
tenants in and about the said property. The
Tenant agrees to indemnify and save the
Landlord harmless from all claims and
liability for losses of or damage to
property, or injuries to persons occurring
in or about the demised premises.
Services and Ninth - Utilities and services furnished to the demised
Utilities premises for the benefit of the Tenant shall be
provided and paid for as follows: water by the ;
gas by the ; electricity by the ;
heat by the ; refrigeration by the ;
hot water by the .
See #29 below
The Landlord shall not be liable for any
interruption or delay in any of the above
services for any reason.
Right to Inspect Tenth -- The Landlord, or its agents, shall have the
and Exhibit right to enter the demised premises at reasonable hours
in the day or night to examine the same, or
to run telephone or other wires, or to make
such repairs, additions or alterations as it
shall deem necessary for the safety,
preservation or restoration of the
improvements, or for the safety or
convenience of the occupants or users
thereof (there being no obligation, however,
on the part of the Landlord to make any such
repairs, additions or alterations), or to
exhibit the same to prospective purchasers
and put upon the
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premises a suitable "For Sale" sign. For
three months prior to the expiration of the
demised term, the Landlord, or its agents,
may similarly exhibit the premises to
prospective tenants, and may place the usual
"To Let" signs thereon.
Damage by Fire, Eleventh -- In the event of the destruction of the
Explosion, The the demised premises or the building containing the
fire, explosion, The said Elements or premises by fire, explosion the
Elements or elements or otherwise Otherwise during the term
Otherwise hereby created, or previous thereto, or such
partial destruction thereof as to render the
premises wholly untenantable or
unfit for occupancy, or should the demised
premises be so badly injured that the same
cannot be repaired within ninety days from
the happening of such injury, then and in
such case the term hereby created shall, at
the option of the Landlord, cause and become
null and void from the date of such damage
or destruction, and the Tenant shall
immediately surrender said premises and all
the Tenant's interest therein to the
Landlord, and shall pay rent only to the
time of such surrender, in which event the
Landlord may re-enter and re-possess the
premises thus discharged from this lease and
may remove all parties therefrom. Should the
demised premises be rendered untenantable
and unfit for occupancy, but yet be
repairable within ninety days from the
happening of said injury, the Landlord may
enter and repair the same with reasonable
speed, and the rent shall not accrue after
said injury or while repairs are being made,
but shall recommence immediately after said
repairs shall be completed. But if the
premises shall be so slightly injured as not
to be rendered untenantable and unfit for
occupancy, then the Landlord agrees to
repair the same with reasonable promptness
and in that case the rent accrued and
accruing shall not cease or determine. The
Tenant shall immediately notify the Landlord
in case of fire or other damage to the
premises.
Observation of Twelfth -- The Tenant agrees to observe and comply with
Laws; Ordinances, all laws, ordinances, rules and regulations of the
Rules and Federal, State, County and Municipal authorities
Regulations applicable to the business to be conducted by the
Tenant in the demised premises. The Tenant
agrees not to do or permit anything to be
done in said premises, or keep anything
therein, which will increase the rate of
fire insurance premiums on the improvements
or any part thereof, or on property kept
therein, or which will obstruct or interfere
with the rights of other tenants, or
conflict with the regulations of the Fire
Department or with any insurance policy upon
said improvements or any part thereof. In
the event of any increase in insurance
premiums resulting from the
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Tenant's occupancy of the premises, or from
any act or omission on the part of the
Tenant, the Tenant agrees to pay said
increase in insurance premiums on the
improvements or contents thereof as
additional rent.
Signs Thirteenth -- No sign, advertisement or
notice shall be affixed to or placed upon
any part of the demised premises by the
Tenant, except in such manner, and of such
size, design and color as shall be approved
in advance in writing by the Landlord.
Subordination to Fourteenth -- This lease is subject and is hereby
Mortgages and subordinated to all present and future mortgages,
Deeds of Trust deeds of trust and other encumbrances affecting the
demised premises or the property of which
said premises are a part. The Tenant agrees
to execute, at no expense to the Landlord,
any instrument which may be deemed necessary
or desirable by the Landlord to further
effect the subordination of this lease to
any such mortgage, deed of trust or
encumbrance.
Sale of Premises Fifteenth -- In the event of the sale by the Landlord
of the demised premises, or the property of which said
premises are a part, the Landlord or the purchaser may
terminate this lease on the thirtieth day of April in
any year upon giving the Tenant notice of such
termination prior to the first day of January in the
same year.
Rules and Sixteenth -- The rules and regulations regarding the
Regulations of demised premises, affixed to this lease, if any, as
Landlord well as any other and further reasonable rules and
regulations which shall be made by the
Landlord, shall be observed by the Tenant
and by the Tenant's employees, agents and
customers. The Landlord reserves the right
to rescind any presently existing rules
applicable to the demised premises, and to
make such other and further reasonable rules
and regulations as, in its judgment, may
from time to time be desirable for the
safety, care and cleanliness of the
premises, and for the preservation of good
order therein, which rules, when so made and
notice thereof given to the Tenant, shall
have the same force and effect as if
originally made a part of this lease. Such
other and further rules shall not, however,
be inconsistent with the proper and rightful
enjoyment by the Tenant of the demised
premises.
Violation of Seventeenth -- In case of violation by the Tenant of
Covenants, any of the covenants, agreements and conditions of this
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Forfeiture of lease, or of the rules and regulations now or hereafter
Lease, Re-entry to be reasonably established by the Landlord, and upon
by Landlord failure to discontinue such violation within ten days
after notice thereof given to the Tenant, this lease
shall thenceforth, at the option of the Landlord,
Non-Waiver become null and void, and the Landlord may re-enter
of Breach without further notice or demand. The rent in such
case shall become due, be apportioned and
paid on and up to the day of such re-entry,
and the Tenant shall be liable for all loss
or damage resulting from such violation as
aforesaid. No waiver by the Landlord of any
violation or breach of condition by the
Tenant shall constitute or be construed as a
waiver of any other violation or breach of
condition, nor shall lapse of time after
breach of condition by the Tenant before the
Landlord shall exercise its option under
this paragraph operate to defeat the right
of the Landlord to declare this lease null
and void and to re-enter upon the demised
premises after the said breach or violation.
Notices Eighteenth -- All notices and demands, legal or
otherwise, incidental to this lease, or the occupation
of the demised premises, shall be in writing. If the
Landlord or its agent desires to give or serve upon the
Tenant any notice or demand, it shall be sufficient to
send a copy thereof by registered mail, addressed to
the Tenant at the demised premises, or to leave a copy
thereof with a person of suitable age found on the
premises, or to post a copy thereof upon the door to
said premises. Notices from the Tenant to the Landlord
shall be sent by registered mail or delivered to the
Landlord at the place hereinbefore designated for the
payment of rent, or to such party or place as the
Landlord may from time to time designate in writing.
Bankruptcy, Nineteenth -- It is further agreed that if at any time
Insolvency, during the term of this lease the Tenant shall make any
Assignment for assignment for the benefit of creditors, or be decreed
Benefit of insolvent or bankrupt according to law, or if a
Creditors receiver shall be appointed for the Tenant, then the
Landlord may, at its option, terminate this
lease, exercise of such option to be
evidenced by notice to that effect served
upon the assignee, receiver, trustee or
other person in charge of the liquidation of
the property of the Tenant or the Tenant's
estate, but such termination shall not
release or discharge any payment of rent
payable hereunder and then accrued, or any
liability then accrued by reason of any
agreement or covenant herein contained on
the part of the Tenant, or the Tenant's
legal representatives.
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Holding Over Twentieth -- In the event that the Tenant shall remain
by Tenant in the demised premises after the expiration of the
term of this lease without having executed a
new written lease with the Landlord, such
holding over shall not constitute a renewal
or extension of this lease. The Landlord
may, at its option, elect to treat the
Tenant as one who has not removed at the end
of his term, and thereupon be entitled to
all the remedies against the Tenant provided
by law in that situation, or the Landlord
may elect, at its option, to construe such
holding over as a tenancy from month to
month, subject to all the terms and
conditions of this lease, except as to
duration thereof, and in that event the
Tenant shall pay monthly rent in advance at
the rate provided herein as effective during
the last month of the demised term.
Eminent Domain, Twenty-first -- If the property or any part thereof
Condemnation wherein the demised premises are located shall be taken
by public or quasi-public authority under
any power of eminent domain or condemnation,
this lease, at the option of the Landlord,
shall forthwith terminate and the Tenant
shall have no claim or interest in or to any
award of damages for such taking.
Security Twenty-second -- The Tenant has this day deposited with
the Landlord the sum of $---------- as security for the
full and faithful performance by the Tenant of all the
terms, covenants and conditions of this lease upon the
Tenant's part to be performed, which said sum shall be
returned to the Tenant after the time fixed as the
expiration of the term herein, provided the Tenant has
fully and faithfully carried out all of said terms,
covenants and conditions on Tenant's part to be
performed. In the event of a bona fide sale, subject
to this lease, the Landlord shall have the right to
transfer the security to the vendee for the benefit of
the Tenant and the Landlord shall be considered
released by the Tenant from all liability for the
return of such security; and the Tenant agrees to look
to the new Landlord solely for the return of the said
security, and it is agreed that this shall apply to
every transfer or assignment made of the security to a
new Landlord. The security deposited under this lease
shall not be mortgaged, assigned or encumbered by the
Tenant without the written consent of the Landlord.
Arbitration Twenty-third -- Any dispute arising under
this lease shall be settled by arbitration.
Then Landlord and Tenant shall each choose
an arbitrator, and the two arbitrators thus
chosen shall select a third arbitrator. The
findings and award of the three
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arbitrators thus chosen shall be final and binding on
the parties hereto.
Delivery of Twenty-fourth -- No rights are to be conferred upon the
Lease Tenant until this lease has been signed by the
Landlord, and an executed copy of the lease
has been delivered to the Tenant.
Lease Provisions Twenty-fifth -- The foregoing rights and remedies are
Not Exclusive not intended to be exclusive but as additional to all
rights, and remedies the Landlord would otherwise have
by law.
Lease Binding Twenty-sixth -- All of the terms, covenants and
on Heirs, conditions of this lease shall inure to the benefit of
Successors, Etc. and be binding upon the respective heirs, executors,
administrators, successors and assigns of
the parties hereto. However, in the event of
the death of the Tenant, if an individual,
the Landlord may, at its option, terminate
this lease by notifying the executor or
administrator of the Tenant at the demised
premises.
Twenty-seventh -- This lease and the
obligation of Tenant to pay rent hereunder
and perform all of the other covenants and
agreements hereunder on part of Tenant to be
performed shall in nowise be affected,
impaired or excused because Landlord 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 Landlord is
prevented or delayed from so doing by reason
of governmental preemption in connection
with the 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 governmental agency or by
reason of the conditions of supply and
demand which have been or are affected by
the war.
Twenty-eighth -- This instrument may not be
changed orally.
Twenty-ninth: Utilities shall be provided
for by the Landlord, including electricity,
gas, water, sewer, garbage collection,
parking lot maintenance etc., to the extent
of Six Thousand Dollars ($6,000.00) per
year. Any costs for the provision of these
services in excess of said amount shall be
borne by the Tenant, after an accounting has
been made to the Tenant by the
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Landlord justifying the expenditure of said Six
Thousand Dollars ($6,000.00).
IN WITNESS WHEREOF, the said Parties have hereunto set their
hands and seals the day and year first above written.
The Building Center, Inc.
/s/ Xxxxxx X. Xxxx
----------------------------------(SEAL)
Witness: Xxxxxx X. Xxxx, Landlord Pres.
[Signature illegible]
----------------------------- ----------------------------------
New America Network
[Signature illegible]
----------------------------- By /s/ Xxxxxxx X. Xxxxxx (SEAL)
----------------------------------
Xxxxxxx X. Xxxxxx, V.P., Tenant
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GUARANTY
In consideration of the execution of the within lease by the Landlord,
at the request of the undersigned and in reliance of this guaranty, the
undersigned hereby guarantees unto the Landlord, its successors and assigns, the
prompt payment of all rent and the performance of all of the terms, covenants
and conditions provided in said lease, hereby waiving all notice of default, and
consenting to any extensions of time or changes in the manner of payment or
performance of any of the terms and conditions of the said lease the Landlord
may grant the Tenant, and further consenting to the assignment and the
successive assignments of the said lease, and any modifications thereof,
including the sub-letting and changing of the use of the demised premises, all
without notice to the undersigned. The undersigned agrees to pay the Landlord
all expenses incurred in enforcing the obligations of the Tenant under the
within lease and in enforcing this guaranty.
Witness:-------------------- ------------------------------(SEAL)
-------------------- ------------------------------(SEAL)
Date:-----------------------
LEASE
===========================================================================
Landlord
to
Tenant
===========================================================================
Premises leased:
From:-----------------------------
To:-------------------------------
ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT
For value received the undersigned Tenant hereby assigns all of said
Tenant's right, title and interest in and to the within lease from and
after -------------------- unto--------------------------- heirs,
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successors, and assigns, the demised premises to be used and occupied for
------------------------------------------------ and for no other purpose, it
being expressly agreed that this assignment shall not in any manner relieve the
undersigned assignor from liability upon any of the covenants of this lease.
Witness:------------------------- --------------------------------(SEAL)
------------------------- --------------------------------(SEAL)
Date:---------------------------
In consideration of the above assignment and the written consent of the
Landlord thereto, the undersigned assignee, hereby assumes and agrees from and
after ------------------------ to make all payments and to perform all covenants
and conditions provided in the within lease by the Tenant therein to be made and
performed. Witness:----------------------- ---------------------------(SEAL)
------------------------------- --------------------------------(SEAL)
Date:---------------------------
CONSENT TO ASSIGNMENT
The undersigned Landlord hereby consents to the assignment of the
within lease to ------------------------------------------ on the express
conditions that the original Tenant -----------------------------------------
---------------------------------, the assignor, herein, shall remain liable for
the prompt payment of the rent and the performance of the covenants provided in
the said lease by the Tenant to be made and performed, and that no further
assignment of said lease or sub-letting of any part of the premises thereby
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demised shall be made without the prior written consent of the undersigned
Landlord.
--------------------------------------
Landlord
Date:--------------------------- By------------------------------------
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