Exhibit 10(uu)
FIFTH AMENDMENT TO LEASE
THIS FIFTH AMENDMENT TO LEASE is dated as of December 31, 1997 by and
between CKR PARTNERS, L.L.C. ("Landlord"), having an office at 000 Xxxxxxx
Xxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000, and BASE TEN SYSTEMS, INC.
("Tenant"), having an office at Xxx Xxxxxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx
00000.
INTRODUCTORY STATEMENTS:
A. By Lease dated October 28,1994 (the "Original Lease"), Landlord
leased to Tenant and Tenant hired from Landlord certain lands and premises
located in the Township of Xxxxxxxx, Xxxxxx County, New Jersey, commonly
known as One Electronics Drive.
B. By Amendments to Lease dated December 23, 1994, May 30,1995, August
8, 1995 and August 25, 1995 (the "Prior Amendments"), the parties amended the
Original Lease in certain respects. The Original Lease, as amended by the
Prior Amendments, is hereafter called the "Lease".
C. The parties desire to amend certain terms and conditions of the
Lease.
D. All capitalized terms used in this Second Amendment and not defined
herein shall have the meanings given to them in the Lease.
NOW, THEREFORE, in consideration of the foregoing, the parties agree that
the Lease is hereby amended as follows, effective as of the date hereof:
1. Landlord hereby consents to the subleasing of a portion of the
Premises by Tenant to STRATEGIC TECHNOLOGY SYSTEMS, INC. in accordance with a
Sublease dated ___________________, 1997 (the "Sublease"), a true copy of
which has been delivered to Landlord by Tenant.
2. Article XI is amended by the addition of the following Section 11.2:
11.2 Notwithstanding the foregoing provisions of this Article,
unless and until Tenant exercises its purchase option under Section 11.1,
Landlord shall have the right to sell the Premises free and clear of
Tenant's purchase option under Section 11.1, provided that the following
conditions are satisfied:
(a) Landlord receives from an independent third party a
written offer (the "Offer") to purchase the Premises at a price and on
terms which are acceptable to Landlord.
(b) Landlord delivers to Tenant a copy of the Offer with a
demand that Tenant agree to purchase the Premises within seven (7) days
after its receipt of such notice (the "Referral Period") at the price and
terms described in the Offer.
(c) If Tenant fails, within the Referral Period, to agree to
purchase the Premises as provided in the foregoing subsection, Landlord
shall have the right to sell the Premises to the third party on the terms
contained in the Offer free and clear of Tenant's purchase option under
Section 11.1, and said Section 11.1 shall be null and void, providing
that the closing of title takes place within two (2) months after the
expiration of the Referral Period. If the closing does not take place
within such two(2) month period or if the terms of the Offer change,
Tenant's rights under this Article shall reinstated and Landlord shall be
obligated to re-offer the Premises to Tenant in connection with any third
party offer to purchase the Premises.
(d) If Tenant elects to purchase the Premises within the
Referral Period, the closing of title shall take place as described in
Section 11.1, except that (i) the purchase price and terms shall be those
contained in the Offer, (ii) Tenant shall be obligated to pay to
Landlord, within ten (10) days after its agreement to purchase, a deposit
equal to ten percent (10%) of the purchase price, and (iii) the closing
of title shall take place within (60) days after Tenant's agreement to
purchase the Premises.
3. Except and as amended hereby, the Lease remains in full force and
effect.
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IN WITNESS WHEREOF, the parties have caused this Second Amendment to
Lease to be executed by their duly authorized representatives as of the first
written herein.
CKR PARTNERS, L.L.C.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx Xxxxx
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Xxxxxxx Xxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
BASE TEN SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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IN WITNESS WHEREOF, the parties have caused this Second Amendment to
Lease to be executed by their duly authorized representatives as of the date
first written herein.
CKR PARTNERS, L.L.C.
By:
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Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
BASE TEN SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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