EXHIBIT 10.9
A 880--Lease of Business Premises. Xxxxxx Xxxxxxxx, Inc., Law
Blank Publishers
THIS LEASE, dated the First day of June 1995 Between Xxxxxxxx Xxxxxxxxxxx,
c/o M & M Sanitation Corp., 000-000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000
hereinafter referred to as the Landlord, and Fly Films Inc., a New York
corporation and SMA Video Inc., a New York corporation having their address at
00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 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 City of New York, County of New
York and State of New York
The entire building and surrounding premises, known as 00 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000
The term of this demise shall be for five (5) years beginning June 1, 1995
and ending May 31, 2000. KK.
The rent for the demised term shall be One Hundred Sixty Eight Thousand and
no/100 Dollars ($168,000.00), which shall accrue at the yearly rate of Thirty
Three Thousand Six Hundred and no/100 Dollars ($33,600.00).
The said rent is to be payable monthly in advance on the first day of each
calendar month for the term hereof, in instalments as follows:
Two Thousand Eight Hundred and no/100 Dollars ($2,800.00) per month for the
entire term of the Lease
at the office of the Landlord
or as may be otherwise directed by the Landlord in writing.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
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 covenants and agrees to use the demised premises as a
studio for the production of commercial video tapes and films, general offices,
and as a storage facility for film and film production equipment.
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.
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 non-payment of said rent, or any instalment
thereof, at the times and in the manner above provided, and if the same shall
remain in default for ten days after becoming due, or if the Tenant shall be
dispossessed for non-payment of rent, or if the leased premises shall be
deserted or vacated, the Landlord or its agents shall have the right to and may
enter the said premises as the agent of the Tenant, either by force or
otherwise, without being liable for any prosecution or damages therefor, and may
relet 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 this lease 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 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.
Fourth.--The Tenant shall not sub-let the demised premises nor any portion
thereof, nor shall this lease be assigned by the Tenant without the prior
written consent of the Landlord endorsed hereon, which consent shall not be
unreasonably withheld or delayed.
Fifth.--The Tenant has examined the demised premises, and accepts them in
their present condition (except as otherwise expressly provided herein) and
without any representations on the part of the Landlord or its agents as to the
present or future condition of the said premises. The Tenant shall keep the
demised premises in their present condition, and shall redecorate, paint and
renovate (provided such renovations are in compliance with applicable building
codes) the said premises as may be necessary to keep them in repair and good
appearance. The Tenant shall quit and surrender the premises at the end of the
demised term in as their present condition. The Tenant shall not make any
alterations, additions, or improvements to said premises without the
prior written consent of the Landlord which shall not be unreasonably withheld
or delayed. All erections, alterations, additions and improvements, whether
temporary or permanent 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.
Sixth.--In the event that any mechanics lien is filed against the premises
as a result of alterations, additions or improvements made by the Tenant, the
Landlord, at its option, after ninety 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. SEE RIDER
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.
Eighth.--The Landlord shall not be responsible for the loss 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.
Ninth.--Utilities and services furnished to the demised premises for the
benefit of the Tenant shall be provided and paid for as follows: water by the
Tenant; gas by the Tenant; electricity by the Tenant; heat by the Tenant; hot
water by the Tenant. All other utilities and services are to be provided for and
paid by Tenant.
The Landlord shall not be liable for any interruption or delay in any of
the above services for any reason.
Tenth.--The Landlord, or its agents, shall have the right to enter the
demised premises in an emergency only or upon 24 hours notice in the day or
night to examine the same, provided Landlord shall not interfere with Tenant's
business, or to make such repairs, additions or alterations as shall
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). 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.
Eleventh.--In the event of the destruction of the demised premises or the
building containing the said premises by fire, explosion, the elements or
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 180 days from the happening of such injury, then and
in such case the term hereby created shall, cease 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 180
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. If Landlord
fails to complete repairs within 180 days, Tenant at its option may terminate
the Lease upon 30 days notice.
Twelfth.--The Tenant agrees to observe and comply with all laws,
ordinances, rules and regulations of the Federal, State, County and 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 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.
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 reasonably be approved in advance in
writing by the Landlord.
Fourteenth.--This lease is subject and is hereby subordinated to all
present and future mortgages, 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.
Seventeenth.--In case of violation by the Tenant of any of the covenants,
agreements and conditions other than for the payment of rent or additional rent,
of this lease or of the rules and regulations now or hereafter to be reasonably
established by the Landlord, and upon failure to discontinue such violation
within 20 days after notice thereof given to the Tenant, this lease shall after
ten (10) days written notice, become null and void, and the Landlord may
re-enter 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.
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 certified 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 certified 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.
Nineteenth.--It is further agreed that if at any time during the term of
this lease the Tenant shall make any assignment for the benefit of creditors, or
be decreed insolvent or bankrupt 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.
Twentieth.--In the event that the Tenant shall 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 bus 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.
Twenty-first.--If the property 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, except that Tenant may make a separate claim
for any property not belonging to Landlord.
Twenty-second.--The Tenant has this day deposited with the Landlord the sum
or $2,800.00 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.
Twenty-fourth.--No rights are to be conferred 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.
Twenty-fifth.--The foregoing rights and remedies are not intended to be
exclusive but as additional to all rights and remedies the Landlord would
otherwise have by law.
Twenty-sixth.--All of the terms, covenants and conditions of this lease
shall inure to the 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-eight.--This instrument may not be changed orally.
SEE RIDER ANNEXED HERETO
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and
seals the day and year first above written.
Witness: ---/s/ illegible-----(SEAL)
Landlord
---------------------- By:-----------------------
FLY FILMS INC. (SEAL)
---------------------- -----------------------
Tenant
By:-----illegible---------
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, 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 demised shall
be made without the prior written consent of the undersigned Landlord.
-------------------------
Landlord
Date:--------------------------- By:----------------------
Rider Number 1 to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st 1995 - Page 1
1. Landlord and Tenant agree that in the event of any conflict or
inconsistency between the printed portion of this Lease and this Rider, the
provisions of this Rider shall control the interpretation and application of
this Lease.
2. No diminution or abatement of rent or other compensation shall be
claimed by Tenant or allowed for inconvenience, discomfort, loss of space, or
disruption of business arising from any condition or casualty whatever the
cause.
3. Throughout the term hereby demised, the Tenant shall maintain and keep
the water meter measuring the consumption of water to the demised premises in
good order and repair at the Tenant's expense. In default thereof the Landlord
may cause such meter to be repaired or replaced and the cost thereof shall be
paid to the Landlord by the Tenant within ten (10) days after the rendering of a
statement of the cost to the Tenant. The Tenant agrees to pay the Landlord for
all water charges incurred on the premises as well as all sewer charges or
rental for the premises. Such charges shall be payable to Landlord, in full, as
additional rent, in the month next ensuing after Tenant receives notification
from Landlord of same. Along with written notification, Landlord shall provide
Tenant with a copy of any bills for same as received from the City of New York.
Payment of said charges shall become Tenant's obligation from the date of
commencement of this Lease.
4. It is mutually agreed by and between Landlord and Tenant that each
hereby waives his right to trial by jury in any action,
Rider Number 1 to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st, 1995 - Page 2
proceeding, or counterclaim brought by any party against the other (except for
personal injury) on any matters arising out of this Lease or in any way related
to their obligations as Landlord and Tenant. It is further agreed that should
Landlord commence any summary proceeding for possession of the premises
(including a proceeding for non-payment of rent) Tenant will not interpose any
counterclaim in such proceeding.
5. The Tenant agrees to pay to the Landlord all real estate taxes which,
during the term of this Lease, shall be levied or imposed or shall become due
and payable upon and against the premises in any tax year, which exceed the
amounts paid for the 1995/1996 tax year. Such taxes shall be payable, as
additional rent, in the month next ensuing after Tenant receives notification
from Landlord of same, which notification shall include the amount paid by the
Landlord and the period for which said taxes were paid. Landlord shall notify
Tenant, in writing, as to the yearly amount due as and for payment of said
taxes. To the extent that such taxes are payable in installments, Tenant shall
pay its share thereof in such installments whether or not Landlord elects to
pay same in a lump sum. Along with said written notification, Landlord shall
provide Tenant with a copy of the tax xxxx as received from the City of New
York. Payment of said tax increases shall become Tenant's obligation as of
July, 1996. The parties acknowledge that Landlord has not received and will not
receive his 1995/1996 real estate tax xxxx until after the commencement of this
Lease. Based
Rider Number 1 to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st, 1995 - Page 3
upon same, the parties agree that, upon receipt of said real estate tax xxxx, a
copy of same shall be forwarded by Landlord to the Tenant, via certified mail.
6. During the term of this Lease, the Landlord shall be under no obligation
to supply heat, water, electricity, cleaning, exterminating, rubbish removal or
any other service. Tenant shall at his own cost and expense maintain heating,
electrical, plumbing and all other systems and deliver them to Landlord upon
expiration of this Lease in the same condition as delivered to Tenant, ordinary
wear and tear excepted. Landlord represents that the plumbing, heating and
electrical systems will be in working order at the time of Tenant taking
occupancy.
7. The parties herewith acknowledge that the two (2) air
conditioning/heating units on the premises are the property of the Landlord.
Tenant herewith agrees to keep said units in good condition and repair
throughout the term of this Lease, normal wear and tear excepted. The parties
further acknowledge that the Landlord will maintain a service and maintenance
contract with reference to said units with Concord Air Conditioning Corp. Tenant
agrees to be responsible for payments of charges incurred under said contract
from the date of commencement of this Lease. Tenant further agrees to make all
payments under said contract, to the Landlord, as additional rent, within ten
(10) days after the rendering of a statement, as received from said company by
the
Rider Number 1 to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st, 1995 - Page 4
Landlord, to the Tenant. Failure to make such payments shall be deemed a
material breach of this Lease.
8. The Tenant shall take out, during the term of this Lease, what is known
as public liability insurance, naming therein the Landlord as an additional
insured, against any and all claims for damages to property or persons, whether
employees of the Tenant or not, for injuries occurring in, on, about or in front
of the said premises. Any and all such public liability policies shall protect
Tenant and Landlord, as an additional insured, in limits of at least
$2,000,000.00 for personal injury and $150,000.00 for property damage. Tenant
shall furnish Landlord with a copy of said policy or policies of insurance, or a
certificate of insurance, naming Landlord as an additional insured. In the event
any such policy or policies are cancelled, Tenant shall obtain a replacement of
said policy or policies within ten (10) days of receipt of notification of
cancellation.
In the event Landlord ascertains that Tenant has failed to obtain said
policy or policies of insurance, or in the event a new policy or policies have
not been obtained after cancellation of any such existing policy, Landlord, upon
giving Tenant ten (10) days' written notification to obtain said policy or
policies of insurance shall be entitled at his election to obtain same on behalf
of himself and the Tenant, and the costs incurred by the Landlord for the
premium or premiums therefore, shall be paid to the Landlord, as additional
rent, within ten (10) days after presentment by
Rider Number I to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st, 1995 - Page 5
Landlord, to Tenant, in writing, via certified mail, of the charges incurred by
the Landlord.
The failure of the Tenant to obtain insurance as provided for herein,
and/or the failure of the Tenant to repay premium charges incurred by the
Landlord as a result of Tenant's failure to obtain such insurance, shall be
deemed a material breach of this Lease.
9. Tenant shall, during the term of this Lease, keep the contents within
the demised premises, belonging to the Tenant, insured against loss or damage by
fire, or in consequence of fire, to the extent of the replacement value of said
contents, as the same may be determined from time to time by appraisal. Each
such policy shall contain the maximum extended coverage available. All such
policies shall be issued in such manner that the loss, if any, shall be payable
to the Tenant and/or the Landlord, as the case may be. Landlord shall be named
on said policy as an additional insured to the extent of the contents belonging
to him. Tenant shall furnish Landlord with a copy of said policy or a
certificate of insurance.
10. Landlord makes no representation as to the Certificate of Occupancy
issued to the within premises, or that same has been issued for the use intended
by Tenant. Should an additional or amended Certificate of Occupancy be necessary
to conduct Tenant's business as set forth in the "occupancy" clause of the main
Lease, same shall be obtained at Tenant's sole cost and expense. Landlord shall
execute all papers reasonable and necessary in order to allow
Rider Number 1 to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st, 1995 - Page 6
Tenant to obtain said Certificate of Occupancy, however, in no event shall
Landlord be responsible to physically modify the premises to enable Tenant to
secure same. The Landlord shall consent to all reasonable and necessary
alterations to the premises to be made by Tenant, at Tenant's sole cost and
expense, in order to obtain said Certificate of Occupancy.
11. As this Lease is of the entire property and building hereinabove
described, reference in this Lease to the real property or building "of which
the demised premises form a part" and all similar reference shall be deemed to
refer to the entire property or building and to the whole of the demised
premises.
12. The Tenant shall keep the demised premises clean and in order and shall
also keep the sidewalks and driveways in front of and around the demised
premises clear of snow and ice. Tenant shall also keep the sidewalks around the
demised premises in good condition and repair, and return the sidewalks to the
Landlord in the same condition as they are on the date Tenant first took
occupancy. A failure to do so shall constitute a material default on the part of
Tenant.
13. Tenant shall keep the roll-up door on the premises in good condition
and repair, normal wear and tear excepted.
14. Tenant shall be responsible for all violations issued by any
governmental agency as a result of sidewalk condition or refuse removal, during
the term of this Lease. Should Landlord be cited for same, Tenant shall
immediately pay to the Landlord the fine(s)
Rider Number 1 to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st, 1995 - Page 7
of any such violations within seven (7) days of Tenant's receipt of a copy of
same from Landlord via Certified Mail. Any such payment by Landlord shall be
considered as additional rent hereunder.
15. It is understood and agreed that the Tenant is renting the premises for
commercial use only and specifically represents that the premises shall in no
way be used as residences for the Tenant, their officers, directors or by
others. All parties hereto agree that in the event this provision is not
complied with, the Landlord may terminate this Lease in accordance with
Paragraph Seventh of the printed Lease and thereafter commence summary
proceedings to evict Tenant.
16. If after default in payment of rent, or a violation of any other
provision of this Lease, or upon the expiration of this Lease, Tenant moves out
or is dispossessed and fails to remove any trade fixtures or other property
prior to such default, removal, expiration of Lease, or prior to the issuance of
a final judgment or execution of a warrant of eviction, then and in that event,
the fixtures and property shall be deemed abandoned by Tenant and shall become
the property of the Landlord. Tenant shall have no action whatsoever for damages
arising from Landlord's compliance with this provision.
17. Words used in the singular shall include words in the plural where the
text of this statement so requires.
18. The rights and remedies given to Landlord in this Lease are distinct,
separate and cumulative remedies, and no one of them,
Rider Number I to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June lst, 1995 - Page 8
whether or not exercised by Landlord, shall be deemed to be to the exclusion or
waiver of any of the others.
19. This document contains the entire agreement and understanding between
the parties. There are no oral understandings, terms or conditions and neither
party has relied upon any other representation, express or implied, not
contained in this agreement. All prior understandings, terms or conditions are
deemed merged in this agreement. This agreement cannot be changed or
supplemented orally.
20. If Tenant defaults in payment of rent, additional rent, or any other
sums due from Tenant under the Lease, for more than ten (10) days after same is
due, or if Tenant, after demand of Landlord, defaults in the payment of any sums
incurred by Landlord to fulfill any of Tenant's obligations under the Lease,
after ten (10) days written notice, then Tenant shall pay Landlord, as
additional rent, without demand, a late charge of five (5%) percent of the sums
due for that month. In the event any action is commenced by the Landlord to
recover any amounts due from the Tenant as rent or additional rent due under the
Lease, in the event said action is settled or is otherwise disposed of,
including judgment rendered after trial, Tenant agrees to pay to Landlord,
reasonable attorneys' fees for the commencement of said action.
21. Tenant covenants to pay Landlord all rent without notice or demand and
without abatement, deduction or set off, and irrespective of any claims of
Tenant against Landlord, and this
Rider Number 1 to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st, 1995 - Page 9
covenant shall be deemed independent of any other covenants, terms and
conditions of this Lease.
22. No payment by Tenant or receipt by Landlord of any amount less than
full rent provided in this Lease shall be deemed anything other than a payment
on account of the earliest rent due; no endorsement or statement on any check or
payment of rent shall be deemed an accord and satisfaction of Landlord; and
Landlord may accept any such check or payment from Tenant without prejudice to
Landlord's right to recover the balance of rent or to pursue any other right or
remedy provided under this Lease or by law.
23. Tenant has agreed to take occupancy of the within premises in an "as
is" condition. Tenant acknowledges that, inasmuch as it is occupying the entire
premises, and as set forth in other paragraphs contained in the Lease and Rider,
it is responsible for all non-structural repairs in or about the premises and
all structural repairs caused by Tenant's acts, and Tenant further agrees that
Landlord shall not be responsible to any person for any damages arising
therefrom, including water damages caused by roof leaks.
24. Supplementing Paragraph Fourth of the Lease, Tenant must, as a
condition precedent to any request for an assignment or permission to sublet,
submit a written application to Landlord containing the following information:
a. Name of proposed subtenant or assignee;
Rider Number 1 to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st, 1995 - Page 10
b. Certified financial statement for the proposed subtenant or
assignee;
c. Proposed term of sublease.
25. Supplementing Paragraph Sixth of the Lease, Landlord may only terminate
the Lease pursuant to the terms of Paragraph Sixth, if Tenant has failed to
either bond or satisfy the lien or has failed to commence diligent effort to
bond or remove the lien within such ninety (90) day period.
26. Notwithstanding anything contained herein, all notices or demands
required to be made under the Lease shall be made in writing and sent by
certified mail or hand delivery. Such notices shall be sent as follows:
If to Tenant: c/o SMA Video Inc.
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
and to: Xxxxxxx Xxxxx, Esq.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
If to Landlord: Xxxxxxxx Xxxxxxxxxxx
c/o M&M Sanitation
000-000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
and to: Xxxxx Xxxxxxxxxx, Esq.
Xxxxxxxxxx & Xxxxx
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
All notices sent by certified mail shall be deemed effective on the third
business day after the date of mailing. If
Rider Number 1 to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st, 1995 - Page 11
delivered by hand, said notice is deemed effective upon the date of delivery.
27. The demised premises shall be delivered to Landlord upon expiration of
this Lease in broom clean condition and condition in which it was received from
Landlord.
28. Tenant shall at all times during his occupancy, maintain Worker's
Compensation coverage for his employees. Tenant also agrees to hold harmless
and indemnify Landlord from any actions and/or proceedings commenced against
Landlord by any of Tenant's employees or by any third party, as concerns
Tenant's occupancy.
29. Tenant shall pay to Landlord, upon execution of this Lease, the sum of
FIVE THOUSAND SIX HUNDRED AND 00/100 ($5,600.00) DOLLARS, representing the first
month's rental hereunder, and a security deposit of one month's rent. It is
herewith agreed between the parties that the security on deposit hereunder shall
always be equal to one month rent, which amount shall be held in a non-interest
bearing account.
30. Tenant hereby agrees that the security on deposit shall at no time be
applicable to the payment of arrears in monthly rent or additional rent from
time to time due and owing under the provisions of this Lease and that same be
applied only for repairs of actual damages Tenant may be responsible for.
31. Tenant agrees to maintain the telephone, burglar alarm and fire alarm
systems located on the premises in good condition
Rider Number 1 to Lease of 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000 made as of June 1st, 1995 - Page 12
and repair during the term of this Lease, normal wear and tear excepted.
Date: New York, New York
June 1, 1995
FLY FILMS INC.
Tenant
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------
Xxxxxxx Xxxxxxxx, Officer
SMA Video, Inc.
Tenant
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------
Xxxxxxx Xxxxxxxx, Officer
/s/ Xxxxxxxx Xxxxxxxxxxx
-----------------------------
Xxxxxxxx Xxxxxxxxxxx,
Landlord
LIMITED PERSONAL GUARANTY OF XXXXXXX XXXXXXXX
I, Xxxxxxx Xxxxxxxx, an officer and shareholder of Fly Films Inc. and SMA
Video Inc. ("Tenants"), Tenants under a certain lease (the "Lease") dated as of
June 1, 1995 with Xxxxxxxx Xxxxxxxxxxx ("Owner"), affecting premises consisting
of the building known as 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (said premises
hereinafter being referred to as the "demised premises"), for myself, and for
my heirs, successors, executors, administrators and assigns, hereby personally
guaranty to Owner, its heirs, successors and assigns, that I will be personally
liable for all rents due and payable under the Lease, together with any and all
additional rents, adjustments and escalations, until the day the Tenants, sub-
lessors or assigns surrender actual possession of the demised premises to Owner
by vacating the demised premises and returning the keys therefore to Owner. This
is intended to be an absolute and unconditional guaranty of payment, and of
collection, with respect to the aforesaid personal liability.
Notwithstanding this limited guaranty, all obligations of the Tenants will
remain in full force and effect as provided in the Lease, and Tenants shall not
be deemed released from the Lease by virtue of performance by me of my
obligations hereunder, but Tenants shall receive full credit for all payments
made by me pursuant to this instrument.
/s/ Xxxxxxx Xxxxxxxx
-------------------------
Xxxxxxx Xxxxxxxx
Dated: New York, New York
June 1, 1995
