EXH10-17
STANDARD FORM COMMERCIAL LEASE
1. PARTIES
LESSOR, which expression shall include COBRA REALTY TRUST, its heirs,
successors, and assigns where the context so admits, does hereby lease to
FIBERCORE, INC., XXXX X. XXXXXX AND XXXXXXX XXXXXX, LESSEE, which expression
shall include their successors, executors, administrators, and assigns where the
context so admits, and the LESSEE hereby leases the following described
premises:
2. PREMISES
Twenty Thousand (20,000) square feet, entire Xxxxxxxx XX. 00, Xxxxxxxxxx, XX and
parking adjacent thereto owned by Lessor, Cobra Realty Trust in the Sturbridge
Industrial Park together with the right to use in common with others entitled
thereto, the road necessary for access to said leased premises and including 2 +
acres as shown on the attached plan called "Exhibit A", Lot 1.
3. TERM
The term of this lease shall be for Three (3) years commencing on February 1,
1994 and ending on January 31, 1997.
4. RENT
The LESSEE shall pay to the LESSOR rent at the rate of Forty Thousand
($40,000.00) per year for the first year, payable in advance in monthly
installments of Three Thousand Three Hundred Thirty-three Dollars and
Thirty-three Cents ($3,333.33). The Lessee shall pay to the Lessor rent at the
rate of Eighty-five Thousand Dollars ($85,000.00) per year for the second year,
payable in advance monthly installments of Seven Thousand Eighty-three Dollars
($7,083.00). The Lessee shall pay to the Lessor rent at the rate of Ninety
Thousand Dollars ($90,000.00) per year for the third year, payable in advance
monthly installments of Seven Thousand Five Hundred Dollars ($7s500.00).
The LESSER shall have the option to extend this lease for two
successive three year periods after the original expiration of this lease
(January 31, 1997) by giving six (6) months notice in writing before the end of
the lease (as extended by each option) of intention to do so. The option period
shall be upon the same terms and conditions as herein set forth except that the
base rate for each year shall be based on the rent for the previous year, plus
the additional rent based on the C.P.I. as set forth in the next paragraph. All
the rent payable shall be absolutely triple net to Lessor and the Lessee shall
be responsible for all costs connected with the building including but not
limited to taxes, insurance including rent loss and repairs except that for the
first year Lessee shall not be responsible for taxes.
The Lessee shall pay the first and last month's rent simultaneously
with the signing hereof, S3,333.33 plus $1,500.00.
5. OPTION PERIOD RENT
The amount of Annual Rent to be paid by Tenant to Landlord during each lease
Year of the First Option Term and each year of the subsequent option period
shall be determined on an annual basis, commencing on the First Lease Year of
the Option Term as follows: The Annual Rent for the first Lease Year of the
Option Term
shall be Ninety Thousand Dollars ($90,000.00) plus a sum which shall be
determined by multiplying the current rent set forth above by a fraction, the
numerator of which shall be the Price Index (as hereinafter defined in next
paragraph) for the first month of such Lease Year and the denominator of which
shall be the Base Price Index,; provided, however, in no event shall the Annual
Rent be less than the Annual Rent for the immediately preceding Lease Year. The
Annual Rent for the second Lease Year of the Option Term shall be determined by
multiplying the Annual Rent for the preceding Lease Year by a fraction, the
numerator of which shall be the Price Index for the first month of Lease Year
and the denominator of which shall be the Base Price Index.; provided, however,
in no event shall the Annual Rent be less than the Annual Rent for the
immediately preceding Lease Year.
The foregoing computation can be illustrated by the following example:
On the first day of the First Option Term the Annual Rent for the first
Lease Year of the Option Terms, as adjusted shall be determined as follows:
$90,000.00 X CPI for December 31, 1997 = Rent for first year CPI for
December 31, 1996 of First Option Term
On the first anniversary of the commencement of the First Option Term the Annual
Rent for the second Lease Year of the Option Terms, as adjusted, shall be
determined as follows:
Rent for
first Lease X CPI for , 1998 = Rent for
Year of Option CPI for , 1997 second Lease
Year of Option
(from above)
The "Price Index" shall mean the Consumer Price Index for All Urban Consumers
(CPI-U) (Revised), Xxxxxx, Xxxxxxxxxxxxx, X00 Items (1982-1984-100) published by
the Bureau of Labor Statistics of the United States Department of Labor and the
"Base Price Index" shall be: for the Option Term, the price index for the month
of December, 1996. In the event the Price Index Ceases to use the 1996-1997
average of 100 as the basis of calculation, or if a substantial change is made
in the terms or number of items contained in the Price Index, then the Price
Index shall be adjusted to the figure that would have been arrived at had the
manner of computing the Price Index in effect at the date of this lease not been
changed. Each subsequent year the same calculations shall be mate.
6. OPTION TO PURCHASE
The Lessee shall have the option to purchase the leased property
including 2 + acres as shown on Exhibit "A" under the following terms:
A. If the option to purchase is exercised in the first year, the purchase
price shall be $1,200,000.00.
B. If the option to purchase is exercised in the second year, the
purchase price shall be $1,300,000.00;
C. If the option to purchase is exercised in the third year, the purchase
price shall be $1,450,000.00.
D. Lessee shall has sixty (60) days to negotiate an option agreement
covering 8 + acres shown on tot II on the attached Exhibit "A".
7. UTILITIES
The LESSEE shall pay, as they become due, all bills for electricity and other
utilities (whether they are used for furnishing heat or other purposes) that are
furnished to the leased premises. LESSOR shall have no obligation to provide
utilities or equipment other than the utilities and equipment within the
premises as of the commencement date of this lease. In the event LESSEE requires
additional utilities or equipment the installation and maintenance thereof shall
be the LESSEE's sole obligation, provided that such installation shall be
subject to the written consent of the LESSOR not to be unreasonably withheld.
8. USE OF LEASED PREMISES
The LESSEE shall use the leased premises only for the purpose of storage,
manufacture, assembly, marketing, and development of fiber optic, cable
monitoring system and other related equipment, and other lawful purposes not
inconsistent therewith.
9. COMPLIANCE WITH LAWS
The LESSEE acknowledges that no trade or occupation shall be conducted in the
leased premises or use made thereof which will be unlawful, improper, noisy or
offensive, or contrary to any law or any municipal by-law or ordinance in force
in the city or town in which the premises are situated.
10. FIRE INSURANCE
The LESSEE shall not permit any use of the leased premises which will make
voidable any insurance on the property of which the leased premises are a part
or on the contents of said property or which shall be contrary to any law or
regulation from time to
time established b)t the New England Fire Insurance Rating Association or any
similar body succeeding to its powers . The LESSEE shall on demand reimburse the
LESSOR all extra insurance premiums caused by the LESSEE's use of the premises.
11. MAINTENANCE
A. LESSEE'S OBLIGATIONS
Except for structural and roof repairs and maintenance, the LESSEE agrees to
Maintain the leased premises in good condition, damage by reasonable wear and
tear, fire and other casualty only excepted, and whenever necessary to replace
plate glass and other glass therein, acknowledging that the leased premises are
now in good order and the glass whole. The LESSEE shall not permit the leased
premises to be overloaded, damaged, stripped or defaced, nor suffer any waste.
LESSEE shall obtain written consent of LESSOR before erecting any sign on the
premises, such consent not to be unreasonably withheld.
X. XXXXXX'X OBLIGATIONS
The LESSOR agrees to maintain the roof and structure of the building of
which the leased premises are a part in the same condition as it is at the
commencement of the term or as it may be put in during the term of this lease,
reasonable wear and tear, damage by fire and other casualty only excepted,
unless such maintenance is required because of the LESSEE or those for whose
conduct the LESSEE is legally responsible.
12. ALTERATIONS - ADDITIONS
The LESSEE shall not make alterations or additions to the leased premises,
unless the LESSOR consents thereto in writing which
allowed alterations shall be at the LESSEE's expense and shall be of quality at
least equal to the present construction. LESSEE shall not permit any mechanics'
liens, or similar liens to remain upon the leases premises for labor and
material furnished to LESSEE in connection with work of any character performed
at the direction of LESSEE and shall cause any such lien to be released of
record forthwith without cost to LESSOR. The LESSEE will have the right to
remove any alterations, fixtures or equipment, provided however, that the LESSEE
shall repair any damage caused by such removal and provided that LESSEE posts a
cash bond with THE consent shall not be unreasonably withheld or delayed . A11
such LESSOR sufficient to pay for any damage caused by the removal.
13. SUBLEASING
The LESSEE shall not sublet the whole or any part of the lease premises without
LESSOR ' s prior written consent not unreasonably withheld, Subsidiaries and
affiliated companies are excluded from prior written consent requirement .
notwithstanding such consent, LESSEE shall remain liable to LESSOR for the
payment of all rent and for the full performance of the covenants and conditions
of this lease.
14. SUBORDINATION
This lease shall be subject and subordinate to any and all mortgages, deeds of
trust and other instruments in the nature of a mortgage, now or at any time
hereafter, a lien or liens on the property of which the lease premises are a
part and the LESSEE shall, when requested, promptly execute and deliver such
written
instruments as shall be necessary to show the subordination of this lease to
said mortgages, deeds of trust or other such instruments in the nature of a
mortgage. The LESSEE shall subordinate to any subsequent mortgages if said
mortgagee acknowledges the rights of the LESSEE under this lease
15. LESSOR'S ACCESS
The LESSOR or agents of the LESSOR may, at reasonable times and upon reasonable
notice, enter to view the leased premises and may remove placards and signs not
approved and affixed as herein provided, and make repairs and alterations as
LESSOR should elect to do and may show the leased premises to others, and at any
time within three (3) months before the expiration of the term, may affix to any
suitable part of the leased premises a notice for letting or selling the leased
premises or property of which the leased premises are a part and keep the same
so affixed without hindrance or molestation. The LESSOR shall cause as little
disruption to the conduct of LESSEE's business as reasonably possible.
16. INDEMNIFICATION AND LIABILITY
The LESSEE shall save the LESSOR harmless from all loss and damage occasioned by
the use or escape of water or by the bursting of pipes, as well as from any
claim or damage resulting from neglect in not removing snow and ice from the
roof of the building or from the sidewalls bordering upon the premises so
leased, or by any nuisance made or suffered on the leased premises, unless such
loss is caused by the neglect of the
LESSOR. The removal of snow and ice from the sidewalks bordering upon the leased
premises shall be Lessee responsibility.
17. LESSEE'S LIABILITY INSURANCE
The LESSEE shall maintain with respect to the leased premises and the property
of which the leased premises are a part comprehensive public liability insurance
in the amount of $500,000/$1,000,000 with property damage insurance in limits of
$100,000 in responsible companies qualified to do business in Massachusetts and
in good standing therein insuring the LESSOR as well as LESSEE against injury to
persons or damage to property as provided. The LESSEE shall deposit with the
LESSOR certificates for such insurance at or prior to the commencement of the
term, and thereafter within thirty l30) days prior to the expiration of any such
policies. All such insurance certificates shall provide that such policies shall
not be canceled without at least ten (10) days prior written notice to each
assured named therein.
18. FIRE CASUALTY -- EMINENT DOMAIN
Should a substantial portion of the leased premises. or of the property of which
they are a part, be substantially damaged by fire or other casualty, or be taken
by eminent domain, the LESSOR may elect to terminate this lease. When such fire,
casualty, or taking renders the leased premises substantially unsuitable for
their intended use, a just and proportionate abatement of rent shall be made,
and the LESSEE may elect to terminate this lease if:
(a) The LESSOR fails to give written notice within fifteen (15) days of
intention to restore leased premises, or
(b) The LESSOR fails to restore the leased premises to a condition
substantially suitable for their intended use within forty-five (45)
days of said fire, casualty or taking.
The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights which the
LESSEE may have for damages or injury to the leased premises for any taking by
eminent domain except for damage to the LESSEE's fixtures, property, equipment
and loss of profit .
19. DEFAULT AND BANKRUPTCY
In the event that:
(a) The LESSEE shall default in the payment of any installment of rent or
other sum herein specified and such default shall continue for ten
(10) days after written notice thereof: or
(b) The LESSEE shall default in the observance or performance of any other
of the LESSEE's covenants, agreements, or obligations hereunder and
such default shall not be corrected within thirty (30) days after
written notice thereof: or
(c) The LESSEE shall be declared bankrupt or insolvent according to law,
or, if any assignment shall be made of LESSEE's property for the
benefit of creditors,
then the LESSOR shall have the right thereafter, while such default continues,
to re-enter and take complete possession of the leased premises, to declare the
term of this lease ended, and
remove the LESSEE's effects, without prejudice to any remedies which might be
otherwise used for arrears of rent or other default. The LESSEE shall indemnify
the LESSOR against all loss of rent and other payments which the LESSOR may
incur by reason of such termination during the residue of the term. If the
LESSEE shall default, after reasonable notice thereof, in the observance or
performance of any conditions or covenants on LESSEE's part to be observed or
performed under or by virtue of any of the provisions in any article of this
lease, the LESSOR, without being under any obligation to do so and without
thereby waiving such default, may remedy such default for the account and at the
expense of the LESSEE. If the LESSOR makes any expenditures or incurs any
obligations for the payment of money in connection therewith, including but not
limited to, reasonable attorney's fees in instituting, prosecuting or defending
any action or proceeding, such sums paid or obligations insured, with interest
at the rate of 18 percent per annum and costs, shall be paid to the LESSOR by
the LESSEE as additional rent. The LESSOR shall use best efforts to relet the
promises.
20. NOTICE
Any notice from the LESSOR to the LESSEE relating to the leased premises or to
the occupancy thereof, shall be deemed duly served, if mailed to the LESSEE at
leased premises, registered or certified mail, return receipt requested, postage
prepaid, addressed to the LESSEE. Any notice from the LESSEE to the LESSOR
relating to the leased premises or to the occupancy thereof,
shall be deemed duly served, if mailed to the LESSOR by registered or certified
mail, return receipt requested, postage prepaid, addressed to the LESSOR at such
address as the LESSOR may from time to time advise in writing . All rent notices
shall be paid and sent to the LESSOR at Cobra Realty Trust, X.X. Xxx 0000,
Xxxxxxxxx, XX 00000.
21. SURRENDER
The LESSEE shall at the expiration or other termination of this lease, remove
all LESSEE's goods, equipment and effects from the leased premises, (including,
without hereby limiting the generality of the foregoing, all signs and lettering
affixed or painted by the LESSEE, either inside or outside the leased premises).
LESSEE shall deliver to the LESSOR the leased premises and all keys, locks
thereto, and other fixtures connected herewith and all alterations and additions
made to or upon the leased premises, in good condition, damage by fire or other
casualty only excepted. In the event Of the LESSEE's failure to remove any of
LESSEE's property from the premises, LESSOR is hereby authorized, without
liability to LESSEE for loss or damage thereto, and at the sole risk to LESSEE,
to remove and store any of the property at LESSEE ' s expense, or to retain same
under LESSOR' s control or to sell at public or private sale, without notice any
or all of the property not so removed and to apply the net proceeds of such sale
to the payment of any sum due hereunder, or to destroy such property.
22. OTHER PROVISIONS
A. It is also understood and agreed that at such time as
FIBERCORE, Inc. is listed on Nasdaq or becomes a public company, the LESSEE
shall be FIBERCORE, Inc., and any future liability of Aslami and XxXxxx shall
terminate as of that date, but they shall remain liable for prior activities or
payments. In addition, Aslami and XxXxxx may, after the expiration of the first
year of the lease satisfy their personal obligation by payment of six (6) months
rent in advance.
B. The parties agree that until January 31, 1995 Coherence General
corp. has the right to store the lasers presently on the premises at no cost but
at its own risk with reasonable access at reasonable times to remove the
equipment or to exhibit same for sale or other purposes.
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this
31st day of January, 1994.
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LESSEE, FIBERCORE, INC. LESSOR - COBRA REALTY TRUST
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LESSEE, XXXX X. XXXXXX
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LESSEE, XXXXXXX XXXXXX
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DIAGRAM
