LEASE AGREEMENT
STATE OF FLORIDA )
COUNTY OF HILLSBOROUGH )
THIS LEASE AGREEMENT, made and entered into as of this the ________
day of _____________, 1998, between Connecticut General Life Insurance Company,
on behalf of its Separate Account R, hereinafter referred to as "Lessor", and
Neogen Corporation, hereinafter referred to as "Lessee," without regard to
number or gender.
W I T N E S S E T H
1. PREMISES. In consideration of the rents herein provided, and the terms,
provisions and covenants hereof, Lessor hereby leases, lets, and demises to
Lessee the following described Premises (sometimes referred to in this Lease,
interchangeably as "Premises" or "Net Rentable Area", and more particularly
described in Exhibit "A" attached hereto) situated in Suite "G", 0000
Xxxxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx, Xxxxxxx, 00000, sometimes referred to as
"the Building" or "the Property". Net Rentable Area is determined by
measuring from the exterior surface of outside building walls, and from the
center of interior tenant dividing walls, and shall include all area within
those walls. The number of square feet of Net Rentable Area comprising the
Premises shall be 5,237, unless enlarged or reduced by written amendment or
addendum hereto.
2. TERM. TO HAVE AND TO HOLD, the aforedescribed Premises for a term of
thirty-six (36) months, commencing on the first (1st) day of October, 1998,
and ending at midnight on the thirtieth (30th) day of September, 2001. The
date specified above for the commencement of the term, or if Lessor cannot
deliver possession, the date on which the Premises are first available for
occupancy by the Lessee is hereinafter referred to as the "Commencement Date"
(Commencement Date). By occupying the Premises, Lessee shall be deemed to
have accepted the same as suitable for the purpose herein intended, and to
have acknowledged that the same complies fully with Lessor's covenants and
obligations. Within ten (10) days after request of Lessor, Lessee agrees to
give Lessor a letter certifying that the Lessee has accepted delivery of the
Premises and, that the condition of the Premises complies with Lessor's
covenants and obligations hereunder.
3. RENT. Lessee covenants and agrees that it will pay to Lessor for the use
of the Premises, Base Rent as follows:
(a) Base Rent. In consideration for this Lease and subject to the
adjustments hereinafter specified in this Lease, as rental for the
Premises, the Lessee hereby agrees to pay to the Lessor, without
deduction, set-off, prior notice or demand, the rental sums set
forth below during the term of this Lease (hereinafter referred to
1
as "Base Rent") plus applicable state of Florida sales tax. Said
rental shall be payable in advance in monthly installments as set
forth below commencing on the dates as set forth below. All rental
installments to be paid by Lessee as herein provided shall be paid
to CGLIC/SAR Breckenridge Park at the following address until
notice to the contrary is given by Lessor:
Breckenridge Park Building #2
c/o Crocker Realty Trust
000 Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, XX 3343
The first such monthly installment shall be due and payable at the
time of the execution of this Lease. If the beginning date of this
Lease commences on any day of the month other than on the first
day, the monthly Base Rent for the unexpired portion of said month
shall be prorated and paid on a per diem basis, and the Lessor
shall credit the difference, if any, toward the payment of the
rent for the next calendar month.
Period Rate/Sq. Ft. Monthly Payment Period Total
------ ------------ --------------- ------------
10/01/98 - 09/30/99 $6.00 $2,618.50 $31,422.00
10/01/99 - 09/30/00 $6.24 $2,723.24 $32,678.88
10/01/00 - 09/30/01 $6.49 $2,832.34 $33,988.08
(b) Additional Rents. Operating Expenses. In addition to the base
rent set forth above, Lessee further agrees to pay as Additional
Rental Lessee's pro rata share of all Operating Expenses of the
Building, it being understood that the base rent payable by Lessee
to Lessor is the absolute net rent to be received by Lessor and
there shall be no charges or impositions against said rent. Lessor
may, within nine (9) months following the close of any calendar
year for which additional rental is due under this Paragraph,
invoice Lessee for its pro rata share of operating expenses. The
invoice shall include in reasonable detail the computations of the
additional rental, and Lessee agrees to make payment of the
additional rental to Lessor within thirty (30) days following
receipt of the invoice. In addition to Lessor's right to invoice
Lessee for actual operating expenses, if any, at the end of each
calendar year, Lessor shall have the right but not the obligation,
at any time during the term of this Lease, to estimate operating
expenses for the coming calendar year (or remaining part thereof)
and invoice Lessee for its pro rata share of such estimated
operating expenses. Lessee shall pay monthly, concurrent with each
Base Rent payment due hereunder, an amount equal to one-twelfth
(1/12) the estimated annual operating expenses, such payment being
considered "Additional Rent". In the event of an overpayment or
underpayment by Lessee, each party hereby agrees to an appropriate
adjustment to be paid or credited, as the case may be, as
determined by the accounting of actual operating expenses as
provided herein, to the Additional Rent payment next becoming due
from Lessee. Such adjustment shall be made within thirty (30) days
after Lessor has finally determined
2
the actual operating expenses for the calendar year and notified
Lessee of the payment (or credit) which is due. Appropriate
proration shall be made for partial periods. Lessee shall have the
right, at any time within sixty (60) days from receipt of Lessor's
notice of the actual Additional Rent due hereunder, and at
Lessee's own expense and at a reasonable time, to inspect Lessor's
books at the Lessor or its agent's place of business, relevant to
the Additional Rent due under this Paragraph, or at Lessor's
option, Lessor shall provide to Lessee a statement of operating
expenses in reasonable detail. In the event that Lessee shall
dispute the Additional Rent due hereunder (including election by
Lessee to inspect Lessor's books, as provided for above), Lessee
shall nonetheless be required to pay the Additional Rent so
invoiced to Lessee as and when required herein pending resolution
of such dispute. Lessee's obligation to pay this rent shall
survive the termination of the Lease.
For the purposes of this Lease, the term "Operating
Expenses" shall mean any and all costs and expenses paid,
incurred, or accrued by Lessor, or its agents, for any calendar
year or portion of a calendar year, in connection with the
operation, management, servicing, maintenance, and repair of all
Common Areas and of the Building of which the Premises are a part,
as determined and stated in accordance with generally accepted
accounting principles; and, further, shall include all insurance
premiums Lessor is required to pay hereunder, sewer and water
charges, and real property taxes and installments of special
assessments, but shall exclude: provisions for depreciation;
interest on indebtedness, leasing commissions, and income taxes;
dividends; and other expenses which do not relate to the operation
of the Building.
The term "Common Areas", as used in this Lease, shall
mean the portions of the Property provided and maintained by
Lessor for the common use and benefit of Lessor and occupants of
the Property, generally, and the employees, invitees, and
licensees of Lessor and such occupants. Lessee's proportionate
share of Lessor's expenses described above shall be determined by
multiplying the amount of such operating and maintenance costs by
a factor, the numerator of which shall be the Net Rentable Area of
the Premises (as stated in Section 1 of this Lease) and the
denominator of which shall be the Net Rentable Area of the
Building of which the Premises are a part. For the purposes of
this Lease, this factor shall be .10.
(c) Sales Tax. Lessee shall also pay, along with all rentals due
under this Lease, an amount equal to any tax on the rentals now or
hereafter imposed by any lawful authority.
(d) Payment Conditions. Except as herein expressly provided to the
contrary in this Lease, all rent payments due under this Lease
shall be payable in legal tender of the United States of America
on the first day of each month during the
3
term of this Lease, in advance, without set-off or deduction.
Other remedies for nonpayment of rent notwithstanding, if the
monthly rental payment is not received by Lessor on or before the
tenth day of the month for which rent is due, or if any other
payment due Lessor by Lessee is not received by Lessor on or
before the tenth day of the month next following the month in
which Lessee was invoiced, a service charge of five percent (5%)
of such past due amounts shall become due and payable in addition
to such other amounts owed under this Lease.
4. ASSIGNMENT AND SUBLETTING. Lessee shall not assign, mortgage, pledge, or
encumber this Lease, or permit all or any part of the Premises to be
subleased without the prior written consent of Lessor and Lessor's mortgagee,
if any, which consent shall not be unreasonably withheld or delayed. Any
transfer of this Lease by merger, consolidation, reorganization, or
liquidation of Lessee, or by operation of law, or change in ownership of or
power to vote the majority of the outstanding voting stock of a corporate
Lessee, or by change in ownership of a controlling partnership interest in a
partnership Lessee, shall constitute an assignment for the purposes of this
paragraph. Notwithstanding the foregoing, Lessee shall have the right to
assign or sublease part or all of the Premises to any of its subsidiaries,
affiliates or any parent corporation of Lessee with prior written notice to
Lessor, provided that: (i) Lessee continues to be primarily liable on its
obligations as set forth herein; (ii) any such assignee or sublessee shall
assume and be bound by all covenants and obligations of Lessee herewith;
(iii) the proposed assignee or sublessee is, in Lessor's good faith
judgement, compatible with other tenants in the Building and seeks to use the
Premises only for the Permitted Lessee and for a use that is not prohibited
under the terms of a lease with another tenant in the Building; and (iv) such
use would not result in a material change in the number of personnel working
in, or members of the general public visiting, the Premises.
In addition to other reasonable bases, Lessee hereby agrees that
Lessor shall be deemed to be reasonable in withholding its consent, if: (a)
such proposed assignment or sublease is for a term less than the whole of the
remaining Lease term; or (b) Lessee is in default under any of the terms,
covenants, conditions, provisions and agreements of this lease at the time of
request for consent or on the effective date of such subletting or
assignment; or (c) the proposed subtenant or assignee is, in Lessor's good
faith judgement, incompatible with other tenants in the Building, or seeks to
use any portion of the Premises for a use not consistent with other uses in
the Building, or is financially incapable of assuming the obligations of this
Lease; or (d) the proposed assignee or sublessee or its business is subject
to compliance with additional requirements of the law (including related
regulation) commonly known as the "Americans With Disabilities Act" beyond
those requirements which are applicable to the Lessee, unless the proposed
assignee or sublessee shall (i) first deliver plans and specifications for
complying with such additional requirements and obtain Lessor's consent
thereto, and (ii) comply with all Lessor's conditions for or contained in
such consent, including without limitation, requirements for security to
assure the lien-free completion of such improvements by and at the sole cost
and expense of Lessee or its sublessee or assignee. Lessee shall submit to
Lessor the name of the proposed assignee
4
or subtenant, the terms of the proposed assignment or subletting, the nature
of the proposed subtenant's or assignee's business and such information as to
the assignee's or subtenant's financial responsibility and general reputation
as Lessor may reasonably require.
No subletting or assignment, even with the consent of Lessor,
shall relieve Lessee of its primary obligation to pay the Rent and to perform
all of the other obligations to be performed by Lessee hereunder. The
acceptance of Rent by Lessor from any other person or entity shall not be
deemed to be a waiver by Lessor of any provision of this Lease or to be a
consent to any assignment, subletting or other transfer, or a novation.
Consent to one assignment, subletting or other transfer shall not be deemed
to constitute consent to any subsequent assignment, subletting or transfer.
In lieu of giving any consent to a sublease or an assignment of
all the Premises, Lessor may, at Lessor's option, elect to terminate this
Lease. In the case of a proposed subletting of a portion of the Premises,
Lessor may, at Lessor's option, elect to terminate the Lease with respect to
that portion of the Premises being proposed for subletting. The effective
date of any such termination shall be thirty (30) days after the proposed
effective date of any proposed assignment or subletting.
One-half of any proceeds in excess of Lessee's Base Rent and
Lessee's pro rata share of operating expenses which is received by Lessee
pursuant to an assignment or subletting consented to by Lessor, less
reasonable brokerage commissions actually paid by Lessee, and less other
reasonable costs incurred by Lessee in connection with making the space
available for lease, shall be remitted to Lessor as additional Rent within
ten (10) days of receipt by Lessee. For purposes of this Paragraph, all money
or value in whatever form received by Lessee from or on account of any party
as consideration for an assignment or subletting shall be deemed to be
proceeds received by Lessee pursuant to an assignment or subletting.
5. USE. Lessee covenants that during the term of this Lease, the Premises
shall be used and occupied only as a general office for medical research,
product development, and production and for no other purpose or purposes
without the prior written consent of Landlord. Lessee agrees to cause the
Premises to be operated for such use during the entire term of this Lease,
unless prevented from doing so by causes beyond Lessee's control, and to
conduct its business at all times in a reputable manner. In no event shall
Lessee conduct its business in any manner that would be objectionable or
unsuitable for the general business reputation and standards of the Property
or in conflict with the restrictions of record from time to time affecting
the Property, and Lessor shall have the authority to prescribe such
additional rules (or to modify or rescind rules in existence from time to
time) governing the conduct of business on the Property, as Lessor, in its
sole discretion, shall deem necessary to insure that such standards are
observed.
6. CARE OF PREMISES. Lessee shall not perform any acts or carry on any
practices
5
which may injure the Premises or be a nuisance or menace to other occupants
of the Property. Lessee shall keep the Premises clean and free from rubbish,
vermin and dirt at all times, and shall store all trash and garbage within
the Premises and arrange for the regular pickup of such trash and garbage at
Lessee's expense. Lessee shall not burn any trash or garbage of any kind in
or about the Premises.
Lessee shall not keep, store, or display any items or inventory on
or otherwise obstruct the exterior area adjacent to the Premises without the
written consent of Lessor. Lessee shall not use, or permit the use of, any
portion of the Premises for any unlawful purpose or purposes. Lessee shall
not make any structural changes in the Premises without Lessor's prior
written consent, which consent shall be subject to such conditions as Lessor,
in its sole discretion, may impose.
7. MAINTENANCE. Lessor shall maintain the foundation, outer walls, and roof
of the Building in good condition and repair, except that Landlord shall not
be required to make any repairs occasioned by the negligent act or omission
of Lessee or Lessee's agents or employees. Lessee shall make all repairs and
replacements to the Premises not expressly assumed by Lessor under this
Lease, and shall keep all portions of the Premises, including, without
limitation, the interior of the Premises and the wiring and plumbing systems
and conduits, exterior doors, windows and window frames, in good order,
condition, and repair during the entire term of this Lease, and shall also
keep the Premises in a clean, sanitary, and safe condition in accordance with
Law and in accordance with all directives, rules, and regulations of
governmental agencies having jurisdiction over the Premises or Lessee's use
thereof.
Notwithstanding anything contained herein to the contrary, Lessee
shall, at its sole cost and expense, maintain and keep the heating,
ventilating and air conditioning systems, apparatus and equipment (the "HVAC
Systems") in good condition and repair during the entire term of this Lease.
Within thirty (30) days of the date Lessee takes possession of the Premises,
Lessee shall enter into a maintenance contract, requiring at least bimonthly
service with a reputable and licensed full service HVAC maintenance firm, for
the routine maintenance and servicing of the HVAC Systems. Lessee shall
furnish Lessor with a copy of the then current maintenance contract. Lessor
shall have the specific right to annually inspect, or have inspected, the
HVAC equipment, and if in Lessor's reasonable judgment such equipment is not
being properly maintained, Lessor shall have the right to give notice to
Lessee of such, and Lessor may, at the expense of the Lessee, undertake to
make such repairs as are necessary to put the HVAC equipment in good
condition.
8. ALTERATIONS AND IMPROVEMENTS. Lessee shall not make, or allow to be made,
any alterations or physical additions in or to the leased Premises without
first obtaining the written consent of Lessor. Any alterations, physical
additions, or improvements to the leased Premises made by Lessee shall at
once become the property of Lessor and shall be surrendered to Lessor upon
the termination of this Lease. Lessor, at its option, may require Lessee to
remove any physical additions and/or repair any alterations in order to
restore the leased Premises to the condition existing prior to the time
Lessee took possession, all costs of such removal and/or alterations to be
borne by Lessee. This clause shall not apply to movable equipment or
furniture
6
owned by Lessee which may be removed by Lessee at the end of the term of this
Lease if Lessee is not then in default and if such equipment and furniture is
not then subject to any other rights, liens, and interests of Lessor.
9. UTILITIES. Lessee agrees to pay promptly, before delinquency, all charges
for electricity, telephone, janitorial services, and for all other utilities
and services supplied to the Premises, whether determined by meter or
otherwise. If such charges are not so paid, they shall be added to the next
or any subsequent month's rent thereafter to become due, if Lessor elects,
and be collectable as rent.
10. ASSUMPTION OF RISK-INDEMNITY-LIABILITY INSURANCE. Lessor shall not be
liable to Lessee or Lessee's customers, licensees, agents, invitees, or
employees, or to any other person on the Premises for any injury or damages
to its, his, or their persons or property by any cause whatsoever, including,
but not limited to, acts or omissions of any other occupant of the Property,
construction defects, water, rain, stoppage, or leaks of gas, or other defect
in, on, or about the Premises, unless such injury is due to Lessor's
negligence. Lessee covenants and agrees to indemnify and save Lessor harmless
from and against any and all claims for damage or injuries to Property and/or
for any personal injury or loss of life in, upon, or about the Premises or on
the Common Areas immediately adjacent to the Premises, arising for any reason
whatsoever during the term of this Lease, except such as may be the result of
the negligence or continuing default of Lessor, or Lessor's agents,
employees, or contractors.
Lessee covenants and agrees to provide on or before the
Commencement Date and keep in force during the term of this Lease, a
commercial liability policy of insurance, insuring Lessor and Lessee (and
naming them both in the policy) against any liability whatsoever occasioned
by accident on or about the Premises, or any appurtenances thereto. Such
policy shall be written by a good and solvent insurance company in the amount
of One Million Dollars ($1,000,000.00) combined single limit coverage. The
original policy or a certificate thereof, together with evidence of payment
therefor, shall be delivered to Lessor at least ten (10) days prior to the
Commencement Date. Lessee shall renew such policy not less than thirty (30)
days prior to its Expiration Date, from time to time, and furnish such
renewals and evidence of payment therefor to Lessor. Such policy or
certificates shall contain a provision that the insurer will not cancel the
policy without giving Lessor ten (10) days' written notice.
11. CASUALTY INSURANCE. Lessor shall, at all times during the term of this
Lease, maintain a policy or policies of insurance issued by a reputable
insurance company, insuring the Building against loss or damage by fire,
explosion, or other hazards and contingencies for the full insurable value
thereof; provided, that Lessor shall not be obligated to insure any
furniture, equipment, machinery, goods, or supplies not covered by this Lease
which Lessee may bring or obtain upon the leased Premises, or any additional
improvements which Lessee may construct thereon. If the annual premiums
charged Lessor for such casualty insurance exceed the standard premium rates
because the nature of Lessee's operation results in extrahazardous exposure,
then Lessee shall, upon receipt of appropriate premium invoices, reimburse
Lessor for such increases
7
in such premiums.
12. LESSOR'S RIGHT OF ENTRY. Lessor shall have the right, at all reasonable
hours, to enter the leased Premises for the following reasons: inspection,
cleaning, or making repairs, making alterations or additions, as Lessor may
deem necessary or desirable; determining Lessee's use of the leased Premises,
or determining if an act of default under this Lease has occurred.
13. RIGHTS OF MORTGAGEE. Lessee accepts this Lease subject and subordinate to
any recorded mortgage, deed of trust and other lien presently existing upon
the leased Premises. Lessor is hereby irrevocably vested with full power and
authority to subordinate Lessee's interest under this Lease to any mortgage,
deed of trust, or other lien hereafter placed on the leased Premises, and
Lessee agrees, upon demand, to execute additional instruments subordinating
this Lease as Lessor may require. If the interests of Lessor under this Lease
shall be transferred by reason of foreclosure or other proceedings for
enforcement of any mortgage on the leased Premises, Lessee shall be bound to
the transferee (sometimes called the "Purchaser") under the terms, covenants,
and conditions of this Lease for the balance of the terms remaining, and any
extensions or renewals, with the same force and effect as if the Purchaser
were Lessor under this Lease, and Lessee agrees to attorn to the Purchaser,
including the mortgagee under any such mortgage, if it be the Purchaser, as
its Lessor, the attornment to be effective and self-operative without the
execution of any further instruments upon the Purchaser succeeding to the
interest of Lessor under this Lease. The respective rights and obligations of
Lessee and the Purchaser, upon the attornment, to the extent of the then
remaining balance of the term of this Lease, and any extensions or renewals,
shall be and are the same as those set forth in this Lease. In the event that
Lessor shall default in the performance of the terms and provisions of this
Lease, Lessee hereby agrees to give Lessor's Mortgagee, by registered mail, a
copy of any notice of default served upon the Lessor, provided that prior to
such notice Lessee has been notified in writing, (by way of notice of
Assignment of Rents and Leases, or otherwise) of the address of such
Mortgagee. Lessee further agrees that if Lessor shall have failed to cure
such default within the time provided for in this Lease, then the Mortgagee
shall have an additional sixty (60) days within which to cure such default,
or, if such default cannot be cured within that time, then such additional
time is may be necessary to cure such default provided said Mortgagee has
commenced and is diligently pursuing the remedies necessary to cure such
default (including, but not limited to commencement of foreclosure
proceedings, if necessary to effect such cure). Lessee hereby agrees that it
shall not terminate this Lease while such remedies are being so diligently
pursued by Lessor's Mortgagee.
14. ESTOPPEL CERTIFICATES. Lessee agrees to furnish promptly, from time to
time, upon request of Lessor or Lessor's mortgagee, a statement certifying
that Lessee is in possession of the Premises; the Premises are acceptable;
the Lease is in force and effect; the Lease is unmodified; Lessee claims no
present charge, lien, or claim of offset against rent; the rent is paid for
the current month, but is not paid and will not be paid for more than one
month in advance; there is no existing default by reason of some act or
omission by Lessor; and such other matters as may be reasonably required by
Lessor or Lessor's mortgagee or assignee.
8
15. QUIET ENJOYMENT. Lessor warrants that it has full right to execute and to
perform this Lease and to grant the estate demised, and that Lessee, upon
payment of the required rents and performing the terms, conditions,
covenants, and agreements contained in this Lease, shall peaceably and
quietly have, hold, and enjoy the leased Premises during the full term of
this Lease, as well as any extension or renewal thereof.
16. COMPLIANCE WITH LAW. Lessee shall comply with all laws, ordinances,
orders, rules, and regulations (State, Federal, Municipal, and other agencies
or bodies having any jurisdiction thereof) relating to the use, condition, or
occupancy of the leased Premises.
17. HOLDING OVER. In the event of holding over by Lessee, after the
expiration or termination of this Lease, such hold over shall be as a tenant
at will, and all terms and provisions of this Lease shall be applicable
during such period, except that Lessee shall pay Lessor, as rental for the
period of such hold over, an amount equal to twice the rent which would have
been payable by Lessee had such hold over period been a part of the original
term of this Lease, and Lessee will vacate said Premises and deliver the same
to Lessor upon Lessee's receipt of notice from Lessor to vacate said
Premises. The rental payable during such hold over period shall be payable to
Lessor on demand. No holding over by Lessee, whether with or without consent
of Lessor, shall operate to extend this Lease except as herein provided.
18. CONDEMNATION. If the whole or any part of the Premises shall be taken by
any public authority under the power of eminent domain, or be conveyed by
deed in lieu of condemnation, then the term of this Lease shall cease on the
part so taken from the day possession of the portion of the Premises so taken
is required by the condemning authority. If the part so taken shall destroy
the usefulness of the Premises for Lessee's business purposes, then Lessee
shall have the right either to terminate this Lease as of such date or to
continue in the possession of the remainder of the Premises under the terms
herein provided, except that the then current monthly Base Rent shall be
reduced in proportion to the amount of the Premises taken. If Lessee shall
fail to terminate this Lease within thirty (30) days after its receipt of
notice of the taking, Lessee's failure shall be regarded as a waiver of its
right to cancel, whereupon this Lease shall continue for the then balance of
the term. If Lessee exercises its right to cancel, all advance rent paid by
Lessee shall be adjusted to the date of termination. If Lessee fails to
exercise its right to cancel, Lessor shall, at its own cost and expense (but
only to the extent of the condemnation proceeds paid to Lessor as
compensation for the portion of the Premises so taken), make repairs made
necessary due to the partial taking.
The parties agree that, except as expressly noted in the preceding
paragraph, Lessee shall not be entitled to any damages or compensation by
reason of the taking of its leasehold or any portion thereof, and Lessor
shall be entitled to all compensation paid by the condemning authority.
19. DAMAGES OR DESTRUCTION. In the event the Premises are damaged by fire,
explosion, or other casualty, Lessor shall commence the repair, restoration,
or rebuilding thereof,
9
within ninety (90) days of such damage, after first notifying the Lessee
within thirty (30) days of such intent. If the casualty or the repair,
restoration, or rebuilding caused thereby shall render the Premises
untenantable, in whole or in part, an equitable abatement in rent shall be
allowed from the date when the damage occurred until the date when the
Premises are again fit for occupancy by Lessee. If such a fire, explosion, or
other casualty damages the building in which the Premises are located to the
extent of fifty percent (50%) or more thereof, Lessor may, in lieu of
repairing, restoring, or rebuilding the same, terminate this Lease within
sixty (60) days after occurrence of the event causing the damage. In such
event, the obligation of Lessee to pay rent and other charges hereunder,
shall end as the date when the occupancy ceased. In the event Lessor's fire
and extended coverage insurance provides for a "deductible" and a loss occurs
which is the kind of risk otherwise insured under the policy, and such loss
is the result of the Lessee's or its agents, employees, or contractors
negligence, act or omission, then Lessee shall pay to Lessor, promptly upon
being billed therefor the lesser of the (a) the amount of the loss or (b) the
amount of the deductible.
20. EVENTS OF DEFAULT. The following events shall be deemed to be events of
default by Lessee under this Lease:
(a) Lessee shall fail to pay any installment of the rent herein
reserved when due, or any other payment or reimbursement to Lessor
required herein when due.
(b) Lessee shall become insolvent, or shall make a transfer in
fraud of creditors, or shall make an assignment for the benefit of
creditors;
(c) Lessee shall file a petition under any section or chapter of
the National Bankruptcy Act, as amended, or under any similar Law
or Statute of the United States or any State thereof, or Lessee
shall be adjudged bankrupt or insolvent in proceedings filed
against Lessee thereunder;
(d) A receiver or trustee shall be appointed for all or
substantially all of the assets of Lessee;
(e) Lessee shall desert or vacate any substantial portion of the
Premises;
(f) Lessee shall fail to comply with any term, provision, or
covenant of this Lease (including the rules and regulations of the
Building), other than the foregoing in this Section 20, and shall
not cure such failure within thirty (30) days after written notice
thereof to Lessee; or
(g) There shall occur, during any twelve-month period during the
term of this Lease, more than two events of default, as specified
in subsections (a) through (e) above regardless of whether such
defaults have been cured by Lessee within the allowed grace
periods.
10
21. REMEDIES. Upon the occurrence of any such events of default described in
Section 20 hereof, Lessor shall have the option to pursue any one or more of
the following remedies without notice or demand whatsoever:
(a) Terminate this Lease, in which event Lessee shall immediately
surrender the Premises to Lessor, and if Lessee fails to do so,
Lessor may, without prejudice to any other remedy which it may
have for possession or arrearages in rent, enter upon and take
possession of the Premises, and expel or remove Lessee and any
other person who may be occupying such Premises or any part
thereof, without being liable for prosecution or any claim of
damages therefor; and Lessee agrees to pay to Lessor, on demand,
the amount of all loss and damage which Landlord may suffer by
reason of such termination, whether through inability to relet the
Premises on satisfactory terms or otherwise;
(b) Enter upon and take possession of the Premises and expel or
remove Lessee and any other person who may be occupying such
Premises or any part thereof, without being liable for prosecution
or any claim for damages therefor, and relet the Premises and
receive the rent therefor; and Lessee agrees to pay to the Lessor,
on demand, any deficiency that may arise by reason of such
reletting, including without limitation, costs incurred for space
planning, rent concessions, remodeling and tenant improvements,
advertising, and leasing commissions. In the event Lessor is
successful in reletting the Premises at a rental in excess of that
agreed to be paid by Lessee, pursuant to the terms of this Lease,
Lessor and Lessee each mutually agree that Lessee shall not be
entitled, under any circumstances, to such excess rental, and
Lessee does hereby specifically waive any claim to such excess
rental;
(c) Enter upon the Premises without being liable for prosecution
or any claim for damages therefor, and do whatever Lessee is
obligated to do under the terms of this Lease; and Lessee agrees
to reimburse Lessor, on demand, for any expenses which Lessor may
incur in thus effecting compliance with Lessee's obligations under
this Lease; and Lessee further agrees that Lessor shall not be
liable for any damages resulting to the Lessee from such action,
whether caused by the negligence of Lessor or otherwise;
(d) Lessee covenants and agrees that Lessee will pay, in addition
to the rentals and other sums agreed to be paid hereunder, all
sums and expenses incurred by Lessor in enforcing, defending, or
interpreting Lessor's rights under this Lease, including without
limitation, all court costs, all attorneys' fees (whether incurred
out of court, in the trail court, on appeal, or in bankruptcy
proceedings), and all collection costs and fees charged by third
parties in connection with Lessor's enforcement of Lessor's rights
hereunder.
11
22. WAIVER OF DEFAULT OR REMEDY. Failure of Lessor to declare an event of
default, immediately upon its occurrence or delay in taking any action in
connection with an event of default, shall not constitute a waiver of the
default, but Lessor shall have the right to declare the default at any time
and take such action as is lawful or authorized under this Lease. Pursuit of
any one or more of the remedies set forth in Paragraph 21 above shall not
preclude pursuit of any one or more of the other remedies provided elsewhere
in this Lease or provided by Law, nor shall pursuit of any remedy provided
constitute a forfeiture or waiver of any rent or damages accruing to Lessor
by reason of the violation of any of the terms, provisions, or covenants of
this Lease. Failure by Lessor to enforce one or more of the remedies provided
upon an event of default shall not be deemed or construed to constitute a
waiver of the default or of any other violation or breach of any of the
terms, provisions, and covenants contained in this Lease.
23. Intentionally omitted.
24. SECURITY DEPOSIT. Lessee, contemporaneously, with the execution of this
Lease, has deposited with Lessor the sum of Two Thousand Six Hundred Eighteen
and 50/00 Dollars ($2,618.50), receipt of which is hereby acknowledged by
Lessor as security for the full and faithful performance by Lessee of all the
terms, covenants, and conditions of this Lease upon Lessee's part to be
performed, which sum shall be returned to Lessee after the time fixed as the
expiration of the term hereof, provided Lessee has fully and faithfully
carried out all of the terms, covenants, and conditions on Lessee's part to
be performed. Lessor shall have the right, but not the obligation, to apply
any part of the deposit to cure any default of Lessee, and if Lessor does so,
Lessee shall, upon demand, deposit with Lessor the amount so applied so that
Lessor shall have the full deposit on hand at all times during the term of
this Lease. Lessee's failure to pay to Lessor a sufficient amount to restore
the security deposit to the original sum deposited, within five (5) days
after receipt of demand therefor, shall constitute a default under this
Lease. No interest shall be paid by Lessor to Lessee on such security
deposit. Should Lessee comply with all of the terms, covenants, and
conditions of this Lease and promptly pay all of the rent due hereunder, as
it falls due, and all other sums payable by Lessee to Lessor hereunder, the
deposit shall be returned in full to tenant at the end of the term of this
Lease or at the earliest termination of this Lease.
In the event of a sale of the Premises or the Property, Lessor
shall have the right to transfer the security deposit to the vendee, and
Lessor shall be released from all further liability for the return of such
security deposit. Lessee agrees to look solely to the new Lessor for the
return of the security deposit. The provisions of this Paragraph shall apply
to every transfer or assignment made of the security deposit to a new Lessor.
The security deposit under this Lease shall not be mortgaged, assigned, or
encumbered by the Lessee without the written consent of Lessor and may be
commingled with other funds of Lessor.
25. SURRENDER. Upon the termination of this Lease, whether by forfeiture,
lapse of time, or otherwise, or upon the termination of Lessee's right to
possession of the Premises, Lessee will,
12
at once, surrender and deliver up the Premises, together with all
improvements thereon, to Lessor in good condition and repair, ordinary wear
and tear accepted. Said improvements shall include all plumbing, lighting,
electrical, heating, cooling and ventilating fixtures and equipment, and
other articles of personal property used in the operation of the Premises (as
distinguished from operations, incident to the business of Lessee, articles
of personal property incident to Lessee's business are hereinafter referred
to as "Trade Fixtures"). All additional hardware, non-Trade Fixtures, and all
improvements, temporary or permanent, in or upon the premises placed there by
Lessee, shall become Lessor's property and shall remain upon the Premises
upon such termination of this Lease by lapse of time or otherwise, without
compensation or allowance or credit to Lessee, unless Lessor requests their
removal in writing at or before the time of such termination of this Lease.
If Lessor so requests removal of said additions, hardware, non-Trade
Fixtures, and improvements, and Lessee does not make such removal at said
termination of this Lease, or within ten (10) days after such request,
whichever is later, Lessor may remove and deliver the same to any other place
of business of Lessee or warehouse the same, and Lessee shall pay the cost of
such removal, delivery, and warehousing to Lessor on demand. Lessee may
remove Trade Fixtures upon the termination of this Lease provided, however,
that Lessee shall repair any injury or damage to the Premises which may
result from such removals.
26. RELOCATION. In the event Lessor determines, at its sole discretion, to
utilize the Premises for other purposes during the term of this Lease, Lessee
hereby agrees to promptly relocate to other space in the Building or to
another building in the Breckenridge Park controlled by Lessor or its
affiliate so designated by Lessor, provided such other space is of comparable
size as the Premises and is approved by Lessee in its sole reasonable
judgement, which approval must be granted or withheld in writing within ten
(10) days of receipt of notice to Lessee, failing which Lessee's approval of
this relocation shall be deemed granted. Lessor shall pay all out-of-pocket
expenses of any such relocation, including the expenses of reprinting
stationery, moving and reconstruction of all Lessee furnished and Lessor
furnished improvements. In the event of such relocation, this Lease shall
continue in full force and effect without any change in the terms or other
conditions, but with the new location substituted for the old location as set
forth in Paragraph 1 of this Lease.
27. SIGNS. Lessee, at Lessee's cost and expense, shall have the right to
install and maintain a sign on the Premises, subject to the previous written
approval of Lessor as to dimensions, materials, location and design, and
subject to such standards as Lessor shall establish for all signs on the
Property. Lessor shall provide, at the Lessee's expense, the metal base, upon
which the aforementioned sign shall be affixed.
28. LESSOR'S LIMITED LIABILITY. The liability of Lessor to Lessee for any
default by Lessor under the terms of this Lease shall be expressly limited to
the interest of Lessor in the Premises and the Property, and Lessee agrees to
look solely to Lessor's interest in the Premises and Property for the
recovery of any judgment or deficiency. Lessee hereby acknowledges and agrees
that Lessor shall have no personal liability for the default of its
obligations under this Lease.
13
29. LIENS AND ENCUMBRANCES. Lessee shall have no authority, express or
implied, to create or place any lien or encumbrance of any kind or nature
whatsoever upon, or in any manner to bind, the interest of Lessor in the
Premises or to charge the rentals payable hereunder for any claim in favor of
any person dealing with Lessee, including those who may furnish materials or
perform labor for any construction or repairs, and each such claim shall
affect and each such lien shall attach to, if at all, only the leasehold
interest granted to Lessee by this instrument.
Lessee covenants and agrees that it will pay, or cause to be paid,
all sums legally due and payable by it on account of any labor performed or
materials furnished in connection with any work performed on the Premises on
which any lien is, or can be validly and legally asserted against its
leasehold interest in the Premises, or the improvements thereon, and that it
will save and hold Lessor harmless from any and all loss, cost, or expense
based on or arising out of asserted claims or liens against the leasehold
estate or against the right, title, and interest of the Lessor in the
Premises under the terms of this Lease.
30. INTEREST. Monies owed by one party to the other shall, after due date,
bear interest at the maximum legal rate.
31. NOTICES. Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations, and other requirements, with
reference to the sending, mailing, or delivery of any notice, or the making
of any payment by Lessor to Lessee, or with reference to the sending, mailing
or delivery of any notice, or the making of any payment by Lessee to Lessor,
shall be deemed to be complied with, when, and if the following steps are
taken:
(a) All rent and other payments required to be made by Lessee to
Lessor hereunder, shall be payable to Lessor at the address
hereinbelow set forth, or at such other address as Lessor may
specify from time to time, by written notice delivered in
accordance herewith. Lessee's obligation to pay rent and any other
amounts to Lessor under the terms of this Lease shall not be
deemed satisfied until such rent and other amounts have been
actually received by Lessor;
(b) All payments required to be made by Lessor to Lessee hereunder
shall be payable to Lessee at the address hereinbelow set forth,
or at such other address within the continental United States as
Lessee may specify from time to time, by written notice delivered
in accordance herewith;
(c) Any notice or document required or permitted to be delivered
hereunder, shall be deemed to be delivered, whether actually
received or not, when deposited in the United States Mail, postage
prepaid, Certified or Registered Mail, or deposited with a
reputable express courier service addressed to the parties hereto
at the respective addresses set out below, or at such other
address as they have
14
theretofore specified by written notice, delivered in accordance
herewith:
LESSOR
Connecticut General Life Insurance Company
c/o Cigna Investments, Inc.
000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
With a copy to:
Xxxxxxx Realty Trust
000 Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
LESSEE
Attn: Xxx Xxxxxxxx
Neogen Corporation
000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
If and when included within the term "Lessor", as used
in this instrument, there is more than one person, firm, or
corporation, all shall jointly arrange among themselves for their
joint execution of such a notice specifying some individual at
some specific address for the receipt of notices and payments to
Lessor; if and when included within the term "Lessee", as used in
this instrument, there is more than one person, firm, or
corporation, all shall jointly arrange among themselves for their
joint execution of such a notice specifying some individual at
some specific address within the continental United States for the
receipt of notices and payments to Lessee. All parties included
within the terms "Lessor" and "Lessee", respectively, shall be
bound by notices given in accordance with the provisions of this
Paragraph to the same effect as if each had receive such notice.
32. RIGHTS RESERVED TO LESSOR. Without limiting any other rights reserved or
available to Lessor under this Lease, at law or in equity, Lessor, on behalf
of itself and its agents, reserves the following rights to be exercised at
Lessor's election:
(a) To change the street address of the Premises;
(b) To show the Premises to prospective purchasers, mortgagees, or
other persons having a legitimate interest in viewing the same,
and, at any time within one (1) year prior to the expiration of
Lease term, to persons wishing to rent the
15
Premises;
(c) To place and maintain "For Rent" signs on the Property and on
the exterior of the Building of which the Premises are a part;
(d) During the last ninety (90) days of the Lease term, if during
or prior to that time, Lessee vacates the Premises to decorate,
remodel, repair, alter, or otherwise prepare the Premises for new
occupancy, and;
(e) Lessor may enter upon the Premises for any and all of said
purposes and may exercise any and all of the foregoing rights
hereby reserved without being deemed guilty of any eviction or
disturbance of Lessee's use or possession of the Premises, and
without being liable in any manner to Lessee.
33. CONSTRUCTION OF LEASE. The section headings used herein are for
convenience and reference only. This Lease shall be interpreted and governed
by the Laws of the State of Florida.
34. BINDING EFFECT. Each and all of the covenants, provisions, and agreements
herein contained shall be binding upon and inure to the benefit of the
parties hereto, respectively, and their heirs, personal representatives,
successors and assigns, except that the right of Lessee to assign or sublease
Lessee's interest under this Lease is, and shall be, subject to the written
consent of Lessor as provided above, which provision is not intended to be
waived, qualified, or altered in any manner whatsoever by this clause or any
other clause in this Lease referring to "assigns".
35. MISCELLANEOUS.
(a) Words of any gender used in this Lease shall be held and
construed to include any other gender, and words in the singular
number shall be held to include the plural, unless the context
otherwise requires.
(b) This Lease may not be altered, changed, or amended except by
an instrument in writing signed by both parties hereto.
(c) If any clause or provision of this Lease is illegal, invalid,
or unenforceable under the present or future laws effective during
the term of this Lease, then, and in that event, it is the
intention of the parties hereto that the remainder of this Lease
shall not be affected thereby, and it is also the intention of the
parties to this Lease that in lieu of each clause or provision of
this Lease that is illegal, invalid or unenforceable, there be
added as a part of this Lease contract, a clause or provision as
similar in terms to such illegal, invalid, or unenforceable clause
or provision as may be possible and be legal, valid, and
enforceable.
16
36. ATTORNEY'S FEES. In the event that either party defaults in the
performance of any of the terms, covenants, agreements, or conditions
contained in this Lease, and the aggrieved party places the enforcement of
this Lease, or any part thereof, or the collection of any rent or other sum
due, or to become due hereunder, or recovery of the possession of the
Premises, in the hands of an attorney or files suit upon the same, the
defaulting party agrees to pay the prevailing party's reasonable attorney's
fees and all costs and expenses, and payment of the same shall be secured in
like manner as is herein provided, as to security for rent.
37. LEASING COMMISSION. Lessor and Lessee hereby acknowledge that Lessor is
being represented by Xxxxxxx & Associates, L.P., and Lessee is not being
represented by a broker in connection with the negotiation of the terms and
conditions of this Lease Agreement. Lessor acknowledges that it shall be
responsible for paying to Xxxxxxx & Associates, L.P. a leasing commission
pursuant to a separate Commission Agreement between such parties and which
commission shall be the sole commission due to Xxxxxxx & Associates, L.P.
Lessor and Lessee hereby agree to indemnify each other from and against any
claims for commissions by parties or brokers other than Xxxxxxx & Associates,
L.P. and/or such parties as may be claiming a commission or other
compensation by, through or under the indemnifying party.
38. NO MERGER. The voluntary or other surrender of this Lease by Lessee for
the cancellation of this Lease by mutual agreement of Lessee and Lessor or
the termination of this Lease on account of Lessee's default, will not
constitute a merger, and will, at Lessor's option (a) terminate all or any
subleases and subtenancies, or (b) operate as an assignment to Lessor of all
or any subleases or subtenancies. Lessor's option under this Paragraph 38
will be exercised by written notice to Lessee and all known sublessee's or
subtenants in the Premises or any part of the Premises.
39. HAZARDOUS MATERIALS. Lessee hereby agrees that it will not cause or
permit the storage, use, generation or disposition of any Hazardous Materials
(as defined below) in, on, or about the Premises or the Property, by Lessee,
its agents, employees or contractors. Lessee will not permit the Premises to
be used or operated in a manner that may cause the Premises or the Property
to be contaminated by any Hazardous Materials in violation of any Hazardous
Materials Laws. Lessee will immediately advise Lessor in writing of (i) any
and all enforcement, cleanup, remedial, removal, or any other governmental or
regulatory actions instituted, completed or threatened pursuant to any
Hazardous Materials Laws relating to any Hazardous Materials affecting the
Premises, and (ii) all claims made or threatened by any third party Lessee,
Lessor or the Premises, relating to damage, contribution, cost recovery,
compensation, loss or injury resulting from any Hazardous Materials on or
about the Premises. Without Lessor's prior written consent, Lessee will not
take any remedial action or enter into any agreements for settlements in
response to the presence of any Hazardous Materials in, on or about the
Premises.
Lessee will be solely responsible for and will defend, indemnify
and hold Lessor, its agent and employees harmless from and against any and
all claims, costs and liabilities, including attorneys fees and costs,
arising out of or in connection with Lessee's breach of its obligations in
17
this Paragraph 39. Lessee will be solely responsible for and will defend,
indemnify, and hold Lessor, its agents, and employees, harmless from and
against any and all claims, costs, and liabilities, including attorneys fees
and costs, arising out of or in connection with the removal, cleanup, and
restoration work and materials necessary to return the Premises and any other
property of whatever nature located on the Property to their condition
existing prior to the appearance of Lessee's Hazardous Materials on the
Premises. Lessee's obligations under this Paragraph 39 will survive the
expiration or other termination of this Lease.
For the purpose of this Section of the Lease, "Hazardous
Materials" means any explosives, radioactive materials, hazardous wastes, or
hazardous substances, including without limitation substances defined as
"Hazardous Substances" in the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended, 42 U.S.C. ss. 9601-9657;
the Hazardous Materials Transportation Act of 1975, 49 U.S.C. ss. 1801-1812;
the Resource Conservation and Recovery Act of 1976, 42 U.S.C. ss. 6901-6987;
or any other federal, state, or local statute, law, ordinance, code, rule,
regulation, order, or decree, regulating, relating to or imposing liability
or standards of conduct concerning hazardous materials, wastes or substances
now or at any time hereinafter in effect (collectively, "Hazardous Materials
Laws").
40. RADON DISCLOSURE. Radon is a naturally occurring radioactive gas that,
when it has accumulated in a structure in sufficient quantities, may present
health risks to persons who are exposed to it. Levels of radon that exceed
federal and state guidelines have been found in structures in the State of
Florida. Additional information regarding radon and radon testing may be
acquired from the county Public Health Unit. Lessor makes no representations
to Lessee concerning the presence or absence of radon gas in the Premises or
the Building at any time or in any quantity. By executing this Lease, Lessee
expressly releases Lessor from any loss, claim, liability or damage now or
hereafter arising from or relating to the presence at any time of such
substances in the Premises or the Building.
41. TENANT IMPROVEMENTS. Lessor hereby accepts the Premises in its "as is"
condition, it being understood that Lessor shall not be required to provide
any additional improvements or alterations to the Premises.
42. PARKING. During the term of this Lease, Lessee shall have the
nonexclusive use in common with Lessor, other tenants of the Building, their
guests and invitees, of the unreserved common automobile parking areas,
driveways, and footways, subject to rules and regulations for the use thereof
as prescribed from time to time by Lessor. Lessor shall have the right to
reserve parking spaces as it elects and condition use thereof on such terms
as it elects.
43. THIS LEASE is contingent upon Lessee accepting and executing this Lease
Agreement by no later than August 20, 1998, or this Lease shall be null and
void.
18
LESSOR: WITNESS:
Connecticut General Life Insurance
Company
On Behalf of its Separate Account R
BY: _______________________________ ________________________________
________________________________
ITS: ______________________________ (Print name as signed above)
________________________________
DATE:______________________________
________________________________
(Print name as signed above)
LESSEE: WITNESS:
Neogen Corporation
a Michigan corporation
BY: _______________________________ ________________________________
________________________________
ITS: ______________________________ (Print name as signed above)
________________________________
DATE:______________________________
________________________________
(Print name as signed above)
18
LEASE AGREEMENT
BY AND BETWEEN
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
ON BEHALF OF ITS SEPARATE ACCOUNT R ("LESSOR")
AND
NEOGEN CORPORATION ("LESSEE")
0000 XXXXXXXXXXXX XXXXXXX, XXXXX X
XXXXX, XXXXXXX 00000
TABLE OF CONTENTS
SECTION CAPTION PAGE
1. PREMISES.................................................. 1
2. TERM...................................................... 1
3. RENT...................................................... 1
4. ASSIGNMENT OR SUBLEASE.................................... 4
5. USE....................................................... 5
6. CARE OF PREMISES.......................................... 6
7. MAINTENANCE............................................... 6
8. ALTERATIONS AND IMPROVEMENTS.............................. 6
9. UTILITIES................................................. 7
10. ASSUMPTION OF RISK-INDEMNITY LIABILITY INSURANCE.......... 7
11. CASUALTY INSURANCE........................................ 7
12. LESSOR'S RIGHT OF ENTRY................................... 8
13. RIGHTS OF MORTGAGEE....................................... 8
14. ESTOPPEL CERTIFICATES..................................... 8
15. QUIET ENJOYMENT........................................... 9
16. COMPLIANCE WITH LAW....................................... 9
17. HOLDING OVER.............................................. 9
18. CONDEMNATION.............................................. 9
19. DAMAGES OR DESTRUCTION....................................10
20. EVENTS OF DEFAULT.........................................10
21. REMEDIES..................................................11
22. WAIVER OF DEFAULT OR REMEDY...............................12
23. Intentionally Omitted.....................................12
24. SECURITY DEPOSIT..........................................12
25. SURRENDER.................................................13
26. RELOCATION................................................13
27. SIGNS.....................................................13
28. LESSOR'S LIMITED LIABILITY................................13
29. LIENS AND ENCUMBRANCES....................................14
30. INTEREST..................................................14
31. NOTICES...................................................14
32. RIGHTS RESERVED TO LESSOR.................................15
33. CONSTRUCTION OF LEASE.....................................16
34. BINDING EFFECT............................................16
35. MISCELLANEOUS.............................................16
36. ATTORNEY'S FEES...........................................17
37. LEASING COMMISSION........................................17
38. NO MERGER.................................................17
39. HAZARDOUS MATERIALS.......................................17
40. RADON DISCLOSURE..........................................18
41. TENANT IMPROVEMENTS.......................................18
42. PARKING...................................................18
43. THIS LEASE................................................18
SIGNATURE PAGE............................................19
EXHIBITS
"A" DEMISED PREMISES
