SUBLEASE MODIFICATION AND EXTENSION AGREEMENT
THIS AGREEMENT made as of the 28 day of February 1996, by and between OLDE
HOLDING COMPANY, a New Jersey corporation, having an address at 000 Xxxxxxxxx
Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 ("Sublandlord") and COMPONENT REMANUFACTURING
SPECIALISTS, INC., a New Jersey corporation, having an office at 000 Xxxxxxxxx
Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 ("Subtenant").
W I T N E S S E T H:
WHEREAS, Sublandlord (previously named Troll Associates, Inc.), as
sublandlord, and Subtenant, as subtenant, entered into a certain sublease dated
as of May 10, 1994 (hereinafter the "Sublease") covering the premises
(hereinafter called the "Demised Premises") consisting of sixty-three thousand
(63,000) square feet located at the Building at 000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx
Xxxxxx, as more particularly described in the Sublease; and
WHEREAS, Subtenant desires to let from Sublandlord an additional twenty-
nine thousand nine hundred forty (29,940) square feet located in the Building as
shown on EXHIBIT "A-1" attached hereto (hereinafter called the "Additional
Premises"); and
WHEREAS, in connection therewith, Sublandlord and Subtenant desire to
further modify and extend the Sublease;
NOW, THEREFORE, for and in consideration of the premises, the Sublease and
the mutual covenants and agreements hereinafter contained, the parties covenant
and agree as follows:
1. Sublandlord and Subtenant agree to extend the initial term of the
Sublease, upon the same terms, covenants, and conditions as are contained in the
Sublease, as amended hereby, from the date it would otherwise expire for a
period of six (6) years commencing on the Effective Date (as hereinafter
defined) and ending on the date that is six (6) years after the Effective Date.
2. As of the Effective Date, the Sublease is hereby amended by adding the
Additional Premises as delineated on EXHIBIT "A-1" attached hereto and made a
part hereof to the Existing Premises (the Existing Premises and the Additional
Premises, hereinafter collectively referred to as the "Demised Premises," will
consist of approximately ninety-two thousand nine hundred forty (92,940)
rentable square feet comprised of seven thousand six hundred twenty (7,620)
square feet of office space, eighty-four thousand sixty (84,060) square feet of
warehouse space, and one thousand two hundred sixty (1,260) square feet of
production space). As of the Effective Date, reference in the Sublease to the
Demised Premises shall mean the Demised Premises as amended in the preceding
sentence.
3. As of the Effective Date, Common Area Maintenance Changes as set forth
in Article 1.06H of the Sublease is hereby increased from forty-three (43%)
percent to sixty-three
(63%) percent.
4. Article 1.01J of the Sublease is hereby deleted and of no further
force and effect, and the following is substituted in its place and stead:
"Expiration Date: The date which is the date immediately preceding the sixth
(6th) anniversary of the Effective Date, unless the Term is extended by
Subtenant as herein provided."
5. The Fixed Rent (payable in accordance with Article 1.01L of the
Sublease) shall be increased to the following (subject to Article 8 of this
Lease Modification and Extension Agreement):
EXISTING PREMISES
From the date hereof
through June 30, 1997 $4.75 per sq. ft. $24,937.50 per month
July 1, 1997 through
June 30, 1999 $5.25 per sq. ft. $27,562.50 per month
July 1, 1999 through
the date that is 72 months
after the Effective Date $5.32 per sq. ft. $28,612.50 per month
ADDITIONAL PREMISES
From the Effective Date
through the date that is
30 days after the Effective
Date $ 0 per sq. ft. $ 0
From the date that is 31
days after the Effective
Date through June 30, 1997 $5.58 per sq. ft. $13,922.10 per month
From July 1, 1997
through December 31, 1998 $6.00 per sq. ft. $14,970.00 per month
From January 1, 1999
through the date that is
72 months after the
Effective Date $6.20 per sq. ft. $15,469.00 per month
6. As of the Effective Date, Article 1.01S of the Sublease is hereby
deleted and of no further force and effect, and the following is substituted in
its place and stead:
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"S. Real Estate Taxes: The percentage of the real estate taxes,
charges and all other similar charges and impositions imposed upon the
Building and the Land, by any governmental body or authorities or any
tax, charge, or imposition imposed in substitution thereof or in
addition thereto, which percentage is arrived at by a comparison of
the total office, production, and warehouse space in the Demised
Premises to the total office, production, and warehouse space in the
Building, and calculated in accordance with the following formula
which shall be adjusted to reflect any change in assessment of the
Building or Demised Premises:
For purposes of this formula, warehouse space shall have a designated
factor of one (1), production space shall have a designated factor of
one and one-half (1.5), and office space shall have a designated
factor of two (2).
(1) The factors shall be multiplied by the square footage of
warehouse, production, and office space in the Building to determine
the total Building space as follows:
BUILDING
Warehouse: _____________ sq. ft. X 1 = _________________
Production: ________________ sq. ft. X 1.5 = _______________
Office: ____________________ sq. ft. X 2 = _________________
Building Total: ______________________
(2) The factors shall be multiplied by the square footage of
warehouse, production, and office space in the Demised Premises to
determine the total Demised Premises space as follows:
DEMISED PREMISES
Warehouse: _____________ sq. ft. X 1 = _________________
Production: ________________ sq. ft. X 1.5 = _______________
Office: ____________________ sq. ft. X 2.0 = _________________
Demised Premises Total: ______________________
(3) The Demised Premises Total shall be divided by the Building Total
as follows:
Demised Premises Total/Building Total.
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(4) The resulting percentage shall represent the Subtenant's
percentage of Real Estate Taxes and shall be multiplied by the total
real estate taxes, assessments, charges, and other similar charges
imposed upon the Building and Land.
(5) Example:
BUILDING
Warehouse: 104,000 sq. ft x 1 = 104,000
Production: 31,700 sq. ft x 1.5 = 47,550
Office: 11,300 sq. ft x 2 = 22,600
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Building Total: 174,150
DEMISED PREMISES
Warehouse: 84,060* sq. ft x 1 = 84,060
Production: 1,260* sq. ft x 1.5 = 1,890
Office: 7,620* sq. ft x 2 = 15,240
--------
Demised Premises Total: 101,190
PERCENTAGE
DEMISED PREMISES TOTAL 101,190 =.58
-------
Building Total 174,150
Real Estate Taxes for Land and Building = $50,000.00 per year
Subtenant's Share = .58 x $50,000.00 = $29,000 per year
*Subject to verification.
7. The security deposit referred to in Article 1.01V of the Sublease
shall be increased from Forty-Seven Thousand Eight Hundred Seventy-Five and
00/100 ($47,875.00) Dollars to Sixty-One Thousand Seven Hundred Ninety-Seven
and 10/100 ($61,797.10) Dollars. Upon execution of this Lease Modification
and Extension Agreement by both parties, Subtenant shall deposit with
Sublandlord the sum of Thirteen Thousand Nine Hundred Twenty-Two and 10/100
($13,922.10) Dollars representing such increase. The additional security
deposits shall be returned to Subtenant over the twelve (12) month period
following the Effective Date, by Landlord's applying a credit of One Thousand
One Hundred Sixty and 18/100 ($1,160.18) Dollars per month against Fixed Rent
as set forth in Article 5 of this Lease Modification and Extension Agreement.
8. The Sublease is hereby amended by deleting each reference to "New
Jersey Department of Environmental Protection and Energy" and "NJDEPE" and by
substituting "New
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Jersey Department of Environmental Protection" and "NJDEP" in their place and
stead respectively.
9. At the expiration of the Term, as herein extended, Subtenant shall
continue to have the two (2) options to extend the term for an additional five
(5) years per option pursuant to the terms and conditions as set forth in
Article 16 of the Sublease.
10. Notwithstanding anything to the contrary, Article 16.03 of the
Sublease which states as follows: "If Subtenant does not exercise its option to
extend the initial Term for the first five (5) year renewal option, Subtenant
shall, upon expiration of Subtenant's option period to elect to extend with
Subtenant not so electing to extend this Sublease, pay Sublandlord $30,000.00 as
reimbursement towards Sublandlord's Work, provided that the Sublease has not
been terminated earlier by reason of fire, casualty, or condemnation" is hereby
deleted and of no further force and effect.
11. Article 31 of the Sublease entitled "Notices" is hereby modified by
deleting "Xxxxx X. Xxxxx, CEO, 00 Xxxxx Xxxx, Xxxxxx, Xxx Xxxxxx 00000,
telephone ( ) - , telefax ( ) - "and by substituting the
following in its place and stead: Xxxxxxx Xxxxxx, CEO, 000 Xxxxxxxxx Xxxxx,
Xxxxxx, Xxx Xxxxxx 00000, telephone (000) 000-0000, telefax (000) 000-0000."
12. Article 32.01 of the Sublease is hereby deleted and of no further
force and effect, and the following is substituted in its place and stead:
"Sublandlord shall provide Subtenant with a total of one hundred thirty-one
(131) designated and exclusive parking spaces as depicted on the Parking Plan
attached hereto as EXHIBIT "B-1".
13. Sublandlord shall, within thirty (30) days of the date hereof, provide
Subtenant with fully executed Subordination, Recognition and Non-Disturbance
Agreements from the current Superior Mortgagee and Superior Lessor,
substantially in the forms annexed hereto as EXHIBIT "C-1" ("Non-Disturbance
Agreements") and shall provide reasonably comparable Non-Disturbance Agreements
from any future Superior Mortgagee or Superior Lessor.
14. Delivery of Possession shall be deemed to have occurred on the date
(the "Effective Date") which is the latest of the following:
(a) Date of delivery to Subtenant of a certificate of occupancy for
the Additional Premises; however, Landlord may deliver a temporary certificate
of occupancy or use permit permitting occupancy of the Additional Premises by
Subtenant instead of a permanent certificate of occupancy, provided Landlord
shall be responsible to obtain the permanent certificate of occupancy prior to
expiration of the temporary certificate of occupancy or use permit);
(b) Date of completion of Sublandlord's Work; and
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(c) The Additional Premises shall have been delivered to Subtenant
free of all tenancies, occupancies, and Subleases (other than the Sublease, as
herein modified).
15. Sublandlord agrees that, prior to the Effective Date, Sublandlord will
perform or cause to be performed all of the work (hereinafter called
"Sublandlord's Work") in the Additional Premises in accordance with EXHIBIT
"D-1" attached hereto and made a part hereof.
16. The Scheduled Effective Date shall be April 1, 1996.
17. If Delivery of Possession fails to occur by the Scheduled Effective
Date, then Subtenant may at its option: (i) waive such requirement; (ii) extend
from time to time the Scheduled Effective Date; or (iii) commence or complete
all or any portion of Sublandlord's Work (as hereinafter defined) at any time
after the Scheduled Effective Date (as same may be extended pursuant to
subsection (ii) above) by sending written notice to Sublandlord of its intention
to do so, in which event, Subtenant may deduct the reasonable and necessary cost
and expense thereof from Fixed Rent and Additional Charges due Sublandlord.
Upon receiving such notice of Subtenant's intention, Sublandlord shall cease
doing any work which would, in any way, interfere with Subtenant's completion of
Sublandlord's Work. In the event the Effective Date is earlier than or later
than the Scheduled Effective Date, the parties agree to execute an agreement
confirming the Effective Date.
18. Landlord shall install a separate electric submeter for the Additional
Premises as part of Sublandlord's Work. The cost of water and gas utilities for
the Additional Premises will be equitably apportioned for the Additional
Premises based on Tenant's usage.
19. Each party represents and warrants to the other party that it has
dealt with no broker or other person entitled to claim fees for such services in
connection with the negotiation and letting of the Additional Premises or the
execution and delivery of this Sublease Modification and Extension Agreement
except S & P Realty and Xxxxx Xxxxxxx & Co. (collectively, the "Brokers").
Sublandlord agrees to pay the Brokers. Each party agrees to defend, indemnify
and hold the other party harmless from and against any and all claims for
finders' fees or brokerage or other commission which may at any time be asserted
against the indemnified party founded upon a claim that the substance of the
aforesaid representation and agreement of the indemnifying party is untrue,
together with any and all losses, damages, costs and expenses (including
reasonable attorneys' fees) relating to such claims or arising therefrom or
incurred by the indemnified party in connection with the enforcement of this
indemnification provision.
20. All capitalized terms used in this Sublease Modification and Extension
Agreement and not otherwise defined or redefined herein shall have the same
meaning as previously given in the Sublease. All capitalized terms which are
defined herein and used in the Sublease shall have the new meaning ascribed to
such terms in this Sublease Modification and Extension Agreement.
21. Except as herein amended, the Sublease is hereby ratified and
confirmed and shall
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continue in full force and effect and all the terms, covenants and conditions
contained in the Sublease shall remain in full force and effect.
22. This Sublease Modification and Extension Agreement shall bind and
inure to the benefit of, and may be enforced by, the parties hereto and their
respective heirs, legal representatives, successors and assigns.
23. The Sublease, as hereby modified, contains the entire agreement
between the parties and cannot be changed, modified or amended unless such
change, modification, amendment is in writing and executed by the party against
which the enforcement of the change, modification or amendment is sought.
24. In the event of any conflict between the terms of the Sublease and
this Sublease Modification and Extension Agreement, the terms of this Sublease
Modification and Extension Agreement shall prevail.
IN WITNESS WHEREOF, the parties hereto have executed this document on the
date first above written.
ATTEST: OLDE HOLDING COMPANY
By:
-------------------------------- -------------------------------
Xxxxxx Xxxxxxxx, Secretary Xxxxxx Xxxxxxxx, President
WITNESS: COMPONENT REMANUFACTURING
SPECIALISTS, INC.
By:
--------------------------------- -------------------------------
Printed Name:
------------------
Its:
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