EXHIBIT 10.B.
LEASE AGREEMENT
---------------
THIS LEASE made and entered into this 16th day of May, 1969, by and between
Xxxxxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxxxx, his wife, of the City of
McKeesport, County of Allegheny and Commonwealth of Pennsylvania, and Xxxxx X.
Xxxxx and Xxxxxx X. Xxxxx, his wife of the Township of Rostraver, County of
Xxxxxxxxxxxx and Commonwealth of Pennsylvania, hereinafter referred to as
"LESSOR",
AND
BELLE XXXXXX MOTEL CORPORATION, a Pennsylvania Corporation, hereinafter referred
to as "LESSEE".
WHEREAS, Lessor is the owner of a certain parcel of real estate in
Rostraver Township, Xxxxxxxxxxxx County, Pennsylvania, and more particularly
described as follows:
BEGINNING at a point which is common to Xxxxxx Xxxxx and Xxxxxxx X.
Xxxxxxxx of Ramp C of Interstate Route 70 which is marked by a pipe; thence
South 14/o/ 53' West a distance of 220.00 feet to a point in the centerline of
Xxxxxx Road a Township Road; thence North 76/o/ 59' West a distance of 535.74
feet; thence along centerline of Xxxxxx Road in a Southwesterly direction a
distance of 450 feet, more or less, to a point, thence North 10/o/ 42' West a
distance of 230 feet, more or less, to a point on the right of way line of
Interstate 70; thence by and along Interstate to right of way line in a
Northeasterly direction a distance of 625 feet, more or less, to a point; thence
still along the right of way line Interstate 70 an arc distance of 150 feet,
more or less; thence still along Interstate 70 right of way line a distance of
330 feet, more or less, to the place of beginning.
WHEREAS, Lessor is desirous of leasing the real estate to Lessee, and
WHEREAS, Lessee is desirous of leasing the real estate from Lessor,
NOW, THEREFORE, In consideration of the promises and other good and
valuable consideration the parties hereto, intending to be legally bound hereby,
mutually agree as follows:
1. The Lessee convanants and agrees that on the real estate hereinabove
described, and which is the subject of this Lease Agreement, he will
construct or cause to be constructed thereon a Motel, with a minimum of
eight (80) motel units, a swimming pool and a commercial building
containing a restaurant, kitchen, banquet and/or club rooms and related
facilities (said restaurant, kitchen, banquet and/or club rooms and
related facilities begin hereinafter collectively referred to as the
related facilities" together with sufficient parking to adequately serve
the aforesaid motel units and commercial building. The aforesaid motel
and related facilities to be constructed and operational within a period
of eighteen (18) months from the date that the Lessor herein
-34-
has on record in the Office of the Recorder of Deeds of Xxxxxxxxxxxx
County, Pennsylvania, a deed indicating that the said Lessor has good and
marketable title to the real estate herein above described.
2. The Lessee shall pay to the Lessor as rental the sum of One Hundred
($100.00) Dollars per year per motel unit or a minimum rental of Eight
Thousand ($8,000.00) Dollars per year. The Lessor shall have the option
of collecting and demanding as rent, in lieu of the rental heretofore
referred to; a sum of money which would be equal to three (3%) per cent of
the yearly gross revenue derived by the Lessee from the motel units and in
addition one (1%) per cent of the yearly gross revenue derived by the
Lessee from the operation of what has been heretofore referred to as the
related facilities. The rental heretofore referred to shall be paid by
the Lessee to the Lessor on a monthly basis. It is to be expressly
understood however that no rental whatsoever shall be due and owing by the
Lessee to the Lessor and the Lessee shall not be obligated to pay rent to
the Lessor until such time as the motel and related facilities has been
constructed and is operational. The Lessee, however, covenants and agrees
that the motel and related facilities shall be constructed and operational
within a period of eighteen (18) months from the date that the Lessor
herein has on record in the Office of the Recorder of Deeds of
Xxxxxxxxxxxx County, Pennsylvania, a deed indicating that the said Lessor
has good and marketable title to the real estate hereinabove described.
3. The term of this Lease Agreement shall be for a period of fifty-five (55)
years provided; that, if the Lessee has faithfully performed all the
covenants and agreements contained herein, then in that event, he shall
have the right at the expiration of his initial fifty-five (55) year
period, to renew this lease for an additional period of twenty-five (25)
years upon, and under, the same terms and agreements as set forth herein.
The initial term shall commence upon the day that the aforesaid motel and
related facilities shall be constructed and operational; provided,
however, that the day the initial term commences shall not be later than
eighteen (18) months from the date that the Lessor herein has on record in
the Office of the Recorder of Deeds of Xxxxxxxxxxxx County a deed
indicating that the said Lessor has a good and marketable title to the
real estate hereinabove described.
4. The Lessee herein reserves to himself the right to assign this lease for
the purpose of effecting the necessary financing to construct and furnish
the aforesaid motel and related facilities; provided, however that any
assignee of this Lease Agreement shall be bound by all the terms and
conditions herein contained.
5. Lessee, at its cost and expense, has obtained (and is presently the owner
and holder of) a Letter of Commitment for a Holiday Inn Franchise covering
the motel site and Motel, Letter of Commitment is in full force and
effect. During the term of this lease and any renewal and extension
thereof, Lessee shall be entitled to all of the rights and benefits which
accrue to the Franchise, which will be issued. It is understood and
agreed that
-35-
Lessee will abide by all of the terms of said Letter of Commitment in so
far as they pertain to him.
6. Lessee, at its sole cost and expense, agrees to operate and maintain the
Motel in such manner that it will, at all times, qualify for a Holiday Inn
Franchise and be in keeping with the highest standards of motel operation.
Lessee, at its sole cost and expense, will take good care of the Motel,
its approaches and parking areas, and will keep the same in good order and
condition, ordinary wear and tear excepted, pay all operating charges and
expenses and make all necessary repairs thereto, interior and exterior,
structural and non-structural, ordinary and extraordinary, and foreseen
and unforeseen, so that the rent shall be completely not to Lessor without
deduction abatement or set-off.
7. Lessee agrees that it will indemnify and save Lessor harmless from any and
all liability, damages, expenses, causes of action, suits, claims or
judgements arising from injury to person or property on the Motel, or upon
the approaches or parking areas. In order to assure such indemnity,
Lessee, and also the sub-tenant, if any sub-letting is approved by Lessor
hereunder, shall carry and keep in full force and effect for such Motel,
at all times during the term of this lease, for the protection of Lessor
and Lessee, public liability insurance, with limits of not less that Five
Hundred Thousand Dollars ($500,000) for injury to any one individual and
One Million Dollars ($1,000,000) for any one accident and not less than
Fifty Thousand Dollars ($50,000) for property damage, and shall deliver to
Lessor a copy of said policies. In the event Lessee or the sub-tenant
shall fail to keep in force and maintain such policies of insurance,
Lessor shall have the option to purchase such insurance, to pay the
premiums therefor and the amounts so paid, with interest thereon at the
highest legal rate, shall forthwith become additional rent hereunder.
8. The lessee shall have the right to assign this Lease or to sub-let the
premises herein demised provided; however, that any assigned or sub-leasee
shall be bound by all the terms and conditions set forth in this Lease
Agreement.
9. If Lessee shall so elect, Lessor agrees that this lease shall be subject
and subordinate to the lien of any institutional bona fide mortgages,
deed of trust or security deeds (including chattel mortgages and
conditional sales contracts) that may now, or at any time hereafter, be
placed against the demised premises by Lessee, and Lessor agrees, at any
time hereafter, on demand, to execute any instruments, releases or other
documents that may be required by any such mortgages, or mortgagors, for
the purpose of subjecting and/or subordinating this lease to the lien of
any mortgage, deed of trust, or security deed, whether original or
substituted.
10. It is further agreed that in the event the Motel, or any part thereof,
shall be partially damaged by an insurable casualty, the same shall be
restored by Lessee, out of insurance proceeds or otherwise, with
reasonable diligence, due allowance being made for the time taken for the
settlement of insurance claims and for Lessee's obtaining
-36-
proper governmental permission to repair. Such restoration shall be made
as nearly as possible to the character of the buildings and improvements,
and the equipment therein, existing immediately prior to such occurrence.
The rent hereunder shall not xxxxx (except such portion of said rent as is
not covered by insurance, which portion shall xxxxx) by reason of such
casualty, but in the event restoration shall not be made by Lessee within
a reasonable time after the occurrence of such casualty Lessor shall have
the right to cancel this lease. If, however, the damage shall be so
extensive as to make untenantable sixty (60%) per cent or more of the
Motel units, Lessee shall within sixty (60) days after the occurrence of
such damage notify Lessor of its intention either to rebuild and restore
the Motel or to terminate this lease. In the event Lessee shall elect to
rebuild and restore the Motel and shall within such sixty (60) day period
notify Lessor of such election, Lessee shall proceed with reasonable
diligence (due allowance being made for the time taken for the settlement
of insurance claims and for Lessor's obtaining proper governmental
permission) to restore and rebuild the Motel out of insurance proceeds or
otherwise, and the rent hereunder shall not xxxxx (except such portion of
said rent as is not covered by insurance, which portion shall xxxxx,) but
in the event such rebuilding and restoration shall not be made by Lessee
within a reasonable time after the occurrence of such damage, Lessor shall
have the right to cancel this lease. In the event Lessee shall elect not
to restore and rebuild the Motel, this lease shall fully cease and
terminate as of the date of the occurrence of the damage.
11. Lessee, at its cost and expense, (1) shall keep the Motel constantly
insured against loss or damage by fire and extended coverage hazards and
contingencies by policies in an amount equal to not less than eighty (80%)
per cent of the full insurable replacement cost of the Motel above
foundation walls, but in any event in an amount sufficient to prevent
coinsurance on the part of Lessee, (11) shall keep the Motel constantly
insured against malicious mischief and vandalism, and (111) shall (if
Lessor so requests) keep in force and effect rent insurance covering the
full amount of rent (including real estate taxes and all other expenses
payable by Lessee under the provisions hereof) called for by this lease.
All insurance required to be maintained under the foregoing or any other
provisions of this lease shall be in recognized and responsible companies;
shall provide that loss thereunder shall be payable to Lessor and Lessee
as their interests may appear, with a standard-form mortgage clause in
favor of the mortgage of the demised premises; and shall, to the extent
obtainable, contain an agreement by the insurer that such policy or
policies shall not be cancelled for any cause without at least ten (10)
days prior written notice from the insurer to Lessor, giving Lessor an
opportunity to cure any default.
12. It is further covenanted and agreed by and between the parties hereto
that in the event Lessee in possession shall be finally adjudicated
bankrupt, or a receiver or trustee shall be appointed for its property and
assets, and if Lessee shall make an assignment or other conveyance in
trust for the benefit of creditors, or if Lessee shall offer or permit a
final judgement or decree for the payment of money to be entered against
it and execution to issue thereon and be levied upon its interest in this
lease, and such
-37-
execution and levy be not dismissed within thirty (30) days after the date
of such execution and levy, then, upon the happening of any such event,
the term hereby demised shall, at the option of Lessee, cease and
determine.
13. It is further covenanted and agreed that if the Lessee shall fail to pay
rent when due, as aforesaid, although no demand may have been made for
the same, or in the event Lessee violates any of the terms, covenants or
conditions of this lease on its part to be performed and such violation
continues for twenty (20) days after written notice to Lessee in the case
of non-payment of rent or money, or sixty (60) days after written notice
to Lessee in the case of any other violation, then and in any such case,
unless the default is such (other than non-payment of rent or money) that
it absolutely cannot be cured within a thirty (30) day period, Lessee's
right to possession of the Motel shall, if Lessor so elects but not
otherwise, thereupon terminate upon Lessor giving Lessee twenty (20) days
written notice of such election.
14. Lessor covenants and agrees that if the covenants and agreements on the
part of Lessee shall be kept, performed and observed by Lessee, as in this
lease provided, Lessee shall have the quiet, peaceable and uninterrupted
possession and enjoyment of said premises.
15. Notice, wherever provided for herein, shall be in writing, and be given
by registered or certified mail, return receipt requested, postage
prepaid, to the following address (unless a different address has been
furnished by the party receiving such notice to the party giving such
notice, in which case the letter address shall be used):
For the Lessor:
For the Lessee:
16. It is agreed that the time specified in any provision of this lease
within which a party shall construct, restore, replace, rebuild or repair
the Motel shall be extended for a period equal to that during which the
party may actually be delayed or hindered by strikes, lockouts, acts of
God, fire, injuction or other restraint by law, unusual action in the
elements, or any other causes reasonably beyond the control of such party.
17. In the event of any change in grade of any adjoining streets, alleys or
highways, or in the event the demised premise, or any part thereof, shall
be taken by or pursuant to any governmental authority or through the
exercise of the right of the eminent domain, or if a part only of the
said premises is taken and the balance of the said premises, in the
opinion of the Lessee, is not suitable for the operation of the aforesaid
motel and related facilities, this Lease, at the option of the Lessee,
shall terminate without further liability on the part of the Lessee, or
the Lessee may continue in possession of the remaining portion of the
demised premises, in which event the rent hereunder shall be reduced in
-38-
proportion to the reduction in the area of the premises, but nothing
herein shall be deemed a waiver of the sole rights of the Lessee to any
award for damages to it or to its leasehold interest caused by such taking
where separately or as part of a general award.
19. Lessee shall, for each and every year during the term hereof, furnish
Lessor with a written detailed operating statement in respect of all
aspects of the demised premises.
20. It is further understood and agreed by and between the parties that this
lease contains the final and entire agreement between the parties hereto
and that they shall not be bound by any terms, statements, conditions or
representations, oral or written, not herein contained; and upon
acceptance of delivery of the premises, Lessee shall be deemed to have
accepted the same.
21. It is further understood and agreed that the convents, agreements and
conditions herein contained shall be binding upon Lessee and upon Lessor
and upon their respective legal representatives, successors, and assigns.
22. This lease shall be construed and enforced in accordance with the laws of
the State of Pennsylvania.
23. If Lessee defaults under or fails to carry out and abide by its
obligations to make any and all payments hereunder, including without
limitation real estate taxes and premiums on insurance policies, Lessor
shall have the right forthwith to do and carry out and perform such
obligations of Lessee and the cost and expenses incurred by Lessor in so
doing, carrying out and performing such obligations shall be charged
against Lessee as additional rent and/or additional required payments due
from Lessee, plus interest at the highest legal rate authorized by the
State of Pennsylvania.
24 If any provision of this lease shall be held invalid, the same shall be
separable, and shall not affect the validity of the other provisions
hereof.
-39-
IN WITNESS WHEREOF, the parties hereto have signed and sealed these
presents, and intending to be legally bound hereby, on this date first
hereinabove written.
WITNESS:
/s/ Xxxxxxx X. Xxxxxxxx (SEAL)
--------------------------
/s/ Xxxxxxx Xxxxx
-------------------
/s/ Xxxxxxxx X. Xxxxxxxx (SEAL)
--------------------------
/s/ Xxxxx X. Xxxxx (SEAL)
--------------------------
/s/ Xxxxxx X. Xxxxx (SEAL)
--------------------------
ATTEST: BELLE XXXXXX MOTEL CORPORATION
By: /s/ Xxxxxx X. Xxxx
------------------- ---------------------------------
Secretary Xxxxxx X. Xxxx President
-40-
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF
On this 16th day of May, 1969, before me a Notary Public the undersigned
officer, personally appeared Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, his
wife, known to me (or satisfactorily proven) to be the persons whose names are
subscribed to the within instrument and acknowledged that they executed the same
for the purposes therein contained.
IN WITNESS WHEREOF I hereunto set my hand and official seal
-------------------------------
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF
On this, the 19th day of May, 1969 before me the undersigned officer,
personally appeared Xxxxx X. Xxxxx and Xxxxxx X. Xxxxx, his wife, known to me
(or satisfactorily proven) to be the person whose names are subscribed to the
within instrument and acknowledged and that they executed the same for the
purposes therein contained.
IN WITNESS WHEREOF I hereunto set my and official seal
-------------------------------
-41-
COMMON WEALTH OF PENNSYLVANIA
COUNTY OF
On this 16th day of May, A.D. 1969, before me a Notary Public the
undersigned officer, personally appeared XXXXXX X. XXXX who acknowledged himself
to be the PRESIDENT OF BELLE XXXXXX MOTEL CORPORATION, a corporation, and that
he as such President, being authorized to do so, executed the foregoing
instrument for the purposes therein contain by signed the name of the
corporation by himself as President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal:
----------------------------------
-42-
AMENDMENT TO LEASE
------------------
Amendment to lease from XXXXXXX X. XXXXXXXX and XXXXXXXX X. XXXXXXXX, his wife,
and XXXXX X. XXXXX and XXXXXX X. XXXXX; his wife, dated May 16, 1969, to BELLE
XXXXXX HOTEL CORPORATION; of record in the Recorder's Office of Xxxxxxxxxxxx
County in Deed Book Vol. 2015, page 378.
KNOW ALL MEN BY THESE PRESENTS, that the above named XXXXXXX X. XXXXXXXX
and XXXXXXX X. XXXXXXXX, his wife, and XXXXX X. XXXXX and XXXXXX X. XXXXX, his
wife, as LESSORS,
and
BELLE XXXXXX HOTEL CORPORATION, as LESSEE, do hereby amend their lease
dated May 16, 1969 and recorded as aforesaid in Deed Book Vol. 2015 page 378, by
deleting therefrom the description of the said property, and substituting
therefor, the following:
ALL that certain tract of land situate in Rostraver Township, Xxxxxxxxxxxx
County, Pennsylvania, bounded and described as follows, to-wit:
BEGINNING at an iron pipe at the dividing line between the property herein
described and that now or late of Xxxxxx Xxxxx et ux, thence along said line
South 14/o/ 53' West 220 feet to a point in Xxxxxx Road (a township road),
thence by a lien North 77/o/ 26' West in said road and away from said road
513.66 feet to a point; thence by a line North 79/o/ 50' West 109.56 feet to a
point, thence by a line North 70/o/ 06' West 156.91 feet to a point, thence by a
line South 89/o/ 10' West 47.52 feet to a point, thence by a line South 36' West
124 feet to a point in Xxxxxx Road aforementioned, thence by a line in said road
South 79/o/ 29' 40" West 190.10 feet to a point; thence by a line North 11/o/
35' West 226.45 feet to a point in the southerly line of right of way for
Interstate Route 70; thence along the same North 78/o/ 25' East 650.20 feet to a
point of tangent; thence continuing along the same by the arc of a circle
curving to the right having a radius of 252.51 feet, an arc distance of 154.91
feet to a point; thence continuing along the same South 66/o/ 26' East 327.18
feet to a point; thence leaving said right of way by a line south 17/o/ 55' East
19.28 feet to the iron pipe at the place of beginning.
-43-
The above description is in accordance with survey dated June 27, 1969,
prepared by Xxxxxx X. Xxxxx, Registered Engineer of Rostraver Township,
Xxxxxxxxxxxx County, Pennsylvania - his File No. 92-92A.
In paragraph 2 of said lease, the following shall be inserted on the third line
after the end of the first sentence:
"This minimum to be increased proportionately as new units are added."
On line 13 of paragraph 2, page 2, the period of "18 months" shall be
deleted and the period of "20 months" shall be inserted, together with the
following:
"As consideration for the extension of time, the tenants agree to pay
the minimum rental for the period commencing November, 1970, until
the motel is in operation."
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this
14th day of October, A.D. 1970.
/s/ Xxxxxxx X. Xxxxxxxx (SEAL)
----------------------------
/s/ Xxxxxxxx X. Xxxxxxxx (SEAL)
----------------------------
/s/ Xxxxx X. Xxxxx (SEAL)
----------------------------
/s/ Xxxxxx X. Xxxxx (SEAL)
----------------------------
BELLE XXXXXX MOTEL CORPORATION
By /s/ Xxxxxx X. Xxxx
----------------------------
President
ATTEST:
----------------------------
Secretary
-00-
XXXXXXXXXXXX XX XXXXXXXXXXXX
XXXXXX XX XXXXXXXXXXXX
Xx this, the 14th day of October, 1970, before me, a Notary Public, in and
for said Commonwealth and County, personally appeared XXXXXXX X. XXXXXXXX and
XXXXXXXX X. XXXXXXXX, his wife, known to me (or satisfactorily proven) to be the
persons whose names are subscribed to the within instrument, and acknowledged
that they executed the same for the purposes therein contained, to the end that
it may be recorded as such.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------------
Notary Public
-00-
XXXXXXXXXXXX XX XXXXXXXXXXXX
XXXXXX XX XXXXXXXXX
Xx this, the 14th day of October, 1970, before me, a Notary Public, in and
for said Commonwealth and County, personally appeared XXXXX X. XXXXX and XXXXXX
X. XXXXX, his wife, know to me (or satisfactorily proven) to be the persons
whose names are subscribed to the within instrument, and acknowledge that they
executed the same for the purposes therein contained, to the end that it may be
recorded as such.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
--------------------------------
Notary Public
-00-
XXXXXXXXXXXX XX XXXXXXXXXXXX
XXXXXX XX XXXXXXXXX
Xx this, the 14th day of October, 1970, before me, the undersigned officer,
personally appeared XXXXXX X. XXXX, who acknowledged himself to be the President
of Belle Xxxxxx Corporation, a corporation, and that he as such President, being
authorized to do so, executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by himself as President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
------------------------------------
Notary Public
-47-
