EXHIBIT 10.15
LEASE AGREEMENT
This Lease Agreement, dated as of May 4, 1998, between Xxxx-Xxxxx Inc.
("Xxxx-Xxxxx"), ZD Inc. ("ZDI") and ZD COMDEX and Forums Inc. ("ZDCF"), all
Delaware corporations, as Lessors (the "Lessors"), and Kingston Technology
Company, a Delaware partnership, as Lessee (the "Lessee"),
W I T N E S S E T H:
WHEREAS, certain fixed assets described in Annex A hereto (the
"Assets") were transferred by the Lessee to Xxxx-Xxxxx in payment for shares of
Xxxx-Xxxxx common stock in a transaction intended to qualify under Section
351(a) of the Internal Revenue Code of 1986, as amended;
WHEREAS, Xxxx-Xxxxx then transferred an undivided 33% interest in the
Assets to each of ZDI and ZDCF as contributions to capital, so that the Lessors
now jointly own the Assets; and
WHEREAS, the Lessee desires to lease the Assets from the Lessors, and
the Lessors are willing to so lease the Assets to the Lessee, on the terms and
conditions herein set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. Lease
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Subject to the terms and conditions set forth below, the Lessors agree
to lease the Assets to the Lessee, from the date hereof until December 31, 1998,
subject to extension for additional one-year periods at the option of the
Lessee. During such term, the Lessee shall be entitled to exclusive use and
possession of the Assets.
2. Rent
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The Lessee agrees to pay the Lessors rent of (i) $300,000 the date
hereof and on the first day of each month hereafter through December 31, 1998,
and (ii) such amount on the first day of each month thereafter for any extended
one-year term as shall be agreed to by the parties.
Such rent will be paid to a bank account specified by Xxxx-Xxxxx, which will
then transfer their allocable amounts to the other Lessors.
3. Maintenance
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The Lessee shall, at its cost and expense, keep the Assets in good
order and condition, excepting reasonable wear and tear, and shall make all
necessary repairs thereto throughout the term hereof; provided Lessee shall only
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be required to provide ordinary maintenance and repairs, and shall not be
obligated to undertake repairs that would constitute an improvement of, or
addition to, the Assets.
4. Insurance
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The Lessee, at its cost and expense, shall maintain insurance in the
name of Lessee and Lessors covering the Assets.
5. Inspection by Lessors
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The Lessee will permit the Lessors and their authorized
representatives to enter the Lessee's premises at all reasonable times, upon
reasonable notice, during usual business hours for the purpose of inspecting the
Assets; provided nothing herein shall imply any duty upon the part of the
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Lessors to inspect or to do any work which under any provision of this Agreement
the Lessee may be required to perform.
6. Miscellaneous
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(a) This Agreement will inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns; provided it may
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not be assigned by either party without the prior written consent of the other
party.
(b) This Agreement may not be amended except by written instrument in
writing duly executed by the parties hereto.
(c) This Agreement constitutes the entire Agreement and supersedes all
prior agreements and understandings (oral and written) by and among the parties
hereto with respect to the subject matter hereof.
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(d) If one or more provisions of this Agreement are held to be
unenforceable against a party under applicable law pertaining to such party or
determined by pronouncement or interpretation of any regulatory agencies to be
in violation of law or regulation, such provision shall be excluded from this
Agreement and the balance of this Agreement shall be interpreted as if such
provision were so excluded.
(e) This Agreement shall be governed by the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
KINGSTON TECHNOLOGY COMPANY XXXX-XXXXX INC.
(FEIN: 00-0000000)
By: KINGSTON TECHNOLOGY LLC By:_______________________
a General Partner Xxxx Xxxxxxx, Chairman
By:________________________ ZD INC. (FEIN: 00-0000000)
Xxxx Xx, President
By:________________________
Xxxx Xxxxxxx
President
ZD COMDEX AND FORUMS INC.
(FEIN: 00-0000000)
By:________________________
Xxxxx Xxxxxxxxxx
President
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Exhibit A
ASSETS
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