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.
Second. --The Tenant convents and agrees to use the
demised premises as a business office Purpose 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 Payment of Rent Third. --The Tenant shall, without any previous
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
Abandonment of non-payment of said rent, or any installment
Premises thereof, at the times and in the manner above
provided, and if the same shall remain in default
Re-entry and for ten days after becoming due, or if the Tenant
Reletting by shall be dispossessed for non-payment of rent,
Landlord or if the leased premises shall be deserted or
vacated, the Landlord or its agents shall have
Tenant Liable the right to and may enter the said premises as
Deficiency the agent of the Tenant, either by force or
otherwise, without being liable for any
Lien of Landlord prosecution of damages therefor, and may relet
Secure the premises as the agent of the Tenant, and
receive the rent therefor, upon such terms as shall
be satisfactory to the Landlord, and all rights
of the Tenant to repossess the premises under
Performance this lease shall be forfeited. Such re-entry by
Attorney's Fees 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 demised
Assignment premises nor any portion thereof, nor shall this
lease be assigned by the Tenant without the prior
Condition of written consent of the Landlord endorsed hereon.
Premises, Repairs
Fifth -- The Tenant has examined the demised
premises, and accepts them in their present
condition (except as otherwise expressly provided
Condition of herein) and without any representations on the
Premises, part of the Landlord or its agents as to the
Repairs present or future condition of the said premises.
The Tenant shall keep the demised premises in
Alterations and good condition, and shall redecorate, paint
Improvements and renovate the said premises as may be necessary
to keep them in repair and good appearance. The
Sanitation, Tenant shall quit and surrender the premises at
Inflammable the end of the demised term in as good condition
Materials as the reasonable use thereof will permit. The
Tenant shall not make any alterations, additions,
Sidewalks or improvements to said 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
Liens filed 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
Landlord for the 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
Utilities demised 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
and Exhibit the 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 demised premises or the building containing the
Elements or said premises by fire, explosion, the elements or
Otherwise otherwise during the term 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
Laws; Ordinances, comply with all laws, ordinances, rules and
Rules and regulations of the Federal, State, County and
Regulations Municipal authorities 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
Regulations of the demised premises, affixed to this lease, if
Landlord any, as 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
Covenants, of any of the covenants, agreements and conditions
of this
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Forfeiture of lease, or of the rules and regulations now or
Lease, Re-entry hereafter to be reasonably established by the
by Landlord Landlord, and upon 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, become null and
Non-Waiver void, and the Landlord may re-enter without
of Breach 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
Insolvency, any time during the term of this lease the Tenant
Assignment for shall make any assignment for the benefit of
Benefit of creditors, or be decreed insolvent or bankrupt
Creditors according to law, or if a 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
by Tenant remain 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
Lease upon the 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
Not Exclusive are 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
Successors, Etc. benefit of 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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