EXHIBIT
10.8
Shopping Center Lease
THIS LEASE made as of the day of 1997, between
First Fidelity Bank, N.A., New Jersey, not personally, but as Ancillary Trustee
under Trust Agreement dated December 6, 2984 ("Landlord"). A trust having a
place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and
E.A.J. Enterprises, Ltd. ("Tenant"). A New York corporation whose principal
place of business is located at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Article 1
BASIC PROVISIONS
A. Tenant's Trade Name: Eat at Joe's
B. Center: Moorestown Mall Address: ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇
C. Premises: Space No. 466 at the Center consisting of approximately 3,683
rentable square feet, the approximate location of which is shown
cross-hatched on Exhibit A hereto
D. Commencement Date: July 1, ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇ Date: June 30, 2012
F. Permitted Use: A restaurant serving standard "fifties" diner fare, salads,
chicken and pasta dishes, as shown on the menu attached as Exhibit D . and
for no other purpose whatsoever
G. Minimum Rent: * (See Pages 1A and 1B) Period Monthly Amount Annual Amount
Commencement Date Through June 30, 1999 $6,250.00$75,000.00 July 1, 19991
Through Expiration Date**
* Minimum Rent Center Expenses. Taxes and Media Fund only shall ▇▇▇▇▇ for the
first twenty-four (24) months of Term. If prior to or during said period
Tenant commits a default and does not cure it within the time provided for
cure, if any, the foregoing abatement shall immediately cease and Tenant
shall thereafter pay the full Minimum Rent. Center Expenses. Taxes and
Media Fund without the abatement. If this Lease shall terminate prior to
the scheduled Expiration Date due to a Default by Tenant, Tenant shall
reimburse Landlord the amount of the abatement.
** (See Pages 1A and 1B)
COZCO MANAGEMENT / EAT AT JOE'S
LEASE INFORMATION FORM
1. PARTIES:
TENANT: E.A.J. Enterprises, Inc.
LANDLORD: First Fidelity Bank, N.A., New Jersey, not personally , but as
Ancillary Trustee under Trust Agreement dated December 6, 1984.
2. LEASED PREMISES:
Address: Space No. 466, Moorestown Mall, ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇- 3295
Leaseable Building Area: 3683 sq. ft.
Permitted Uses: A restaurant serving standard "fifties" diner fare, salads,
chicken and pasta dishes, as shown on the menu attached to the Lease as Exhibit
D.
Prohibited Uses (Check One): None
X All except permitted uses
Specific prohibited uses: Tenant may not sell alcoholic beverages. (1F)
3. TERM:
Initial Term: Commencement Date (earlier of September 1, 1997 or 1st day open
for business) through Expiration Date (August 31, 2012). [Art.2, 1D, 1E]
Options to Renew: No
What is rent during renewal periods?: N/A
4. RENTAL:
Minimum Annual: (1G & insert)
Commencement Date through 8/31/99 $75,000
Lease Years 9/1/1999 through 8/31/2000
9/1/2000 through 8/31/2001
9/1/2001 through 8/31/2002
If Gross Sales less than or equal to $800,000 $80,000
If Gross Sales greater than $800,000 but
less than or equal to $900,000 $90,000
If Gross Sales greater than $900,000 but
less than or equal to $1,000,000 $100,000
If Gross Sales Greater than $1,000,000 but
less than or equal to $1,100,000 $110,000
If Gross Sales greater than $1,100,000 $120,000
Lease Years 9/1/2002 through 8/31/2003
9/1/2003 through 8/31/2004
9/1/2004 through 8/31/2005
9/1/2005 through 8/31/2006
9/1/2006 through 8/31/2007
If Gross Sales less than or equal to $80,000 $85,000
If Gross Sales greater than $800,000 but
less than or equal to $900,000 $90,000
If Gross Sales greater than $900,000 but
less than or equal to $1,000,000 $100,000
If Gross Sales greater than $1,000,000 but
less than or equal to $1,100,000 $110,000
If Gross Sales greater than $1,100,000 $120,000
Lease Years 9/1/2007 through 8/31/2006
9/1/2008 through 8/31/2009
9/1/2009 through 8/31/2010
9/1/2010 through 8/31/2011
9/1/2011 through 8/31/2012
If Gross Sales less than or equal to $900,000 $90,000
If Gross Sales greater than $900,000 but
less than or equal to $1,000,000 $100,000
If Gross Sales greater than $1,000,000 but
less than or equal to $1,100,000 $110,000
If Gross Sales greater than $1,100,000 $120,000
Percentage? Yes
If yes, (1) describe percentage rent formula: 6% of Gross Sales in excess of
Breakpoint as follows: [1H & insert]
Commencement Date through 8/31/99 $750,000
Lease Years 9/1/1999 through 8/31/2000
9/1/2000 through 8/31/2001
9/1/2001 through 8/31/2002
If Gross Sales less than or equal to $800,000 $800,000
If Gross Sales greater than $800,000 but
less than or equal to $900,000 $900,000
If Gross Sales greater than $900,000 but
less than or equal to $1,000,000 $1,000,000
If Gross Sales greater than $1,000,000 but
less than or equal to $1,100,000 $1,100,000
If Gross Sales greater than $1,100,000 $1,200,000
Lease Years 9/1/2002 through 8/31/2003
9/1/2003 through 8/31/2004
9/1/2004 through 8/31/2005
9/1/2005 through 8/31/2006
9/1/2006 through 8/31/2007
If Gross Sales less than or equal to $800,000 $850,000
If Gross Sales greater than $800,000 but
less than or equal to $900,000 $900,000
If Gross Sales greater than $900,000 but
less than or equal to $1,000,000 $1,000,000
If Gross Sales greater than $1,000,000 but
less than or equal to $1,100,000 $1,100,000
If Gross Sales greater than $1,100,000 $1,200,000
Lease Years 9/1/2007 through 8/31/2008
9/1/2008 through 8/31/2009
9/1/2009 through 8/31/2010
9/1/2010 through 8/31/2011
9/1/2011 through 8/31/2012
If Gross Sales less than or equal to $900,000 $900,000
If Gross Sales greater than $900,000 but
less than or equal to $1,000,000 $1,100,000
If Gross Sales greater than $1,100,000 but
less than or equal to $1,100,000 $1,100,000
If Gross Sales greater than $1,100,000 $1,200,000
(2) discuss effect of assignment or subletting: If Landlord consents to a
Transfer (as defined in the Lease), the monthly Minimum Rent is increased on the
effective date of the Transfer to all amount equal to the average total monthly
Minimum Rent and Percentage Rent payable by Tenant during the 36 months prior
thereto ( or such shorter period as may have occurred since the Commencement
Date). If the Minimum Rent is so increased, there shall be a proportionate
adjustment to the Breakpoint. [20E]
Is there a provision for tenant to pay tax and operating expense escalation?
Yes-- Tenant responsible for allocable portion of Center Expenses (see below).
Prepaid or free rent or existing offsets: None.
Amount: N/A
Period: N/A
Renewal or Escalation Rent: N/A
Any Take-over lease? N/A
5. EXPENSES PAID BY TENANT
Summarize lease provisions regarding the following expenses:
Real Estate Taxes: Tenant must pay Tenant's Proportionate Share of Taxes (as
defined in the Lease). [1I; 5A; missing p. 2A] "Tenant's Proportionate Share" is
a fraction equal to the rentable square footage of Premises divided by the total
square footage of all rentable floor space in the Center). [29Q]
Insurance: Tenant must maintain certain insurance, including commercial general
liability, workers' compensation, plate glass and all-risk property.[13A]
Repairs and Maintenance (Structural, Roof, Exterior, Interior, Glass): Yes,
including Tenant's trad fixtures and equipment, security gates, ceilings, walls,
storefront, entrances, signs, interior decorations, floor-coverings, entry and
interior doors, exterior and interior glass, plumbing fixtures, light fixtures
and bulbs, keys and locks , fire extinguishers and fire protection systems, and
equipment and lines for water, sewer, HVAC, electrical, gas, steam, sprinkler
and mechanical facilities, and other systems and equipment which serve the
Premises exclusively whether located within or outside the Premises. [11A] The
cost of Landlord's maintenance of foundation, exterior walls other than
storefront, common utility lines to the point of connection for Tenant, and
structural portions of the Premises is included in Center Expenses, of which
Tenant must pay its Proportionate Share. [5b; 28B]
Utilities (Electricity, Heat, Air Conditioning, Water): Yes (may be separately
metered). [Art. 10]
Services (Janitorial, Cleaning): Yes; included in Center Expenses, of which
Tenant must pay its Proportionate Share. [5B; 28b}
Contributions to Parking and/or Common Areas (CAM): Yes, included in Center
Expenses, of which Tenant must pay its Proportionate Share. [5B; 28B]
Would CAM obligations be affected by more favored treatment of another tenant?
No
If yes, explain:
Any other tenant obligations: Monthly Promotion Fund Charges and Media Fund
Charges (as defined in Lease). [9A, 9C]
6. TENANT RIGHTS TO TERMINATE:
Can tenant cancel lease if:
a. Premises are not available or construction completed by specific date? No
If yes, what date?
b. Leases to other tenants are not in force or kept in force? No
If yes, which tenants?
c. Leases to others are not occupied for particular uses or operated under
required names? No
d. Premises are substantially destroyed during final lease years? Yes, during
last 24 months of the Term. [14D, page 13A]
At any time? No
If yes, what is definition of substantial destruction? If 50% or more of the
rentable sq. Footage of the Premises is damaged or destroyed. [14D]
e. Landlord is unable to restore premises within days? No
f. Property or demised premises partially condemned? Yes
If yes, what is definition of partial condemnation? If at least 25% of the
rentable area of the Premises is taken by eminent domain or condemned, including
any temporary taking for a period of 1 year or longer, the Lease terminates on
the date possession for such use is so taken.
IF (i) less than 25% of the Premises is taken, but the taking includes a
material portion of the Center or of the portion thereof owned or leased by
Landlord, or (ii) the taking is temporary and will be in effect for less than 1
year but more than 30 days, then in either such event, Landlord may elect to
terminate the Lease upon at least 30 days prior written notice to Tenant. [Art.
15]
g. Landlord defaults for any reason other than to provide additional space?
N/A.
If yes, is tenant obligated to notify mortgages and give mortgages rights to
cure?
h. For any other reasons? Yes. If yes describe: If Landlord notifies Tenant of
its election to relocate the Premises and Tenant is not reasonably
satisfied with the new premises, Tenant may terminate the Term by notice to
Landlord within 15 days after Landlord's notice, in which event the Term
shall expire 60 days after Tenant's notice, unless Landlord rescinds its
relocation notice by notice to Tenant within 45 days after Tenant's notice,
in which event the Lease remains in full force and effect. [21I, insert #3
p. 17A]
7. PARKING REQUIRED:
Car stalls or ratio: N/A
For exclusive use of this tenant?
Location: on lease premises?
on non-leased property?
Off mortgaged property or property being purchased:
(If so, describe how parking to be assured):
8. LANDLORD OBLIGATION TO RESTORE:
Is landlord obligated to restore in event of partial destruction? In the event
of damage to the Premises by fire or other casualty, Landlord must use available
insurance proceeds to repair the Premises. [14A]
If yes, define partial destruction: Not defined.
Total? Landlord may elect to terminate the Lease if the Center is materially
damaged by Tenant or by fire or other casualty or cause such that (a) more
than 50% of the Premises is affected by the damage (b) the damage occurs
less than 1 year prior to the end of the Term (c) any Lender requires that
the insurance proceeds or any portion thereof by applied to the Mortgage
debt, or the damage is not fully covered by Landlord's insurance policies,
or (d) in Landlord's reasonable opinion, the cost of the repairs,
alterations, restoration or improvement work would exceed 50% of the value
of the Center or of th protion thereof owned or leased by Landlord. [14D]
9. COMPLETION LIMITATIONS:
Radius Clause: Is landlord prohibited from developing, leasing or occupying
other property for business similar to this tenant? No
If yes, what is geographic restriction? N/A
Is there a radius clause restricting this tenant? Yes.
If so, describe: One (1) mile from the Center. [1O]
Exclusives: Is tenant granted an exclusive? No.
or other restrictions upon other tenants? No.
If yes, in either case, describe:
Restrictions on tenant's activities in surrounding area? N/A
10. LEASE SUBORDINATION:
Is this lease subordinate to any mortgage? Yes, to all Mortgages placed on the
Center and all other encumbrances and matters of public record applicable to the
Center at the Commencement Date, and thereafter only if Tenant is furnished with
a non-disturbance agreement from the Lender (unless Tenant is in default).
[Art.18}
If yes, does foreclosure statute automatically terminate lease?
Does mortgagee in foreclosure have option to recognize or cancel lease?
Is subordination conditioned on Non-Disturbance or Recognition Agreement? Yes,
unless Tenant is in default (see above).
11. EXPANSION PROVISION:
Must landlord provide additional space? No
If yes, under what conditions?
How much space and at what cost?
Is rent increased? If yes, discuss formula:
If landlord defaults:
Does tenant have the right to cancel?
to construct & charge cost against existing fixed rent?
percentage rent only?
-----------------------
all rent?
12. RENTAL OFFSETS:
If landlord defaults in any lease obligations does tenant have the right to
remedy and offset costs against rent? No.
If yes, must tenant notify mortgagee and give mortgagee right to cure? N/A
Are notice and curing terms satisfactory? Payment of Rent - 7 days to cure after
notice. Failure to observe or perform any term or condition of the Lease other
than payment of rent - period of time following notice expressly provided in
each section of the Lease, or otherwise within a reasonable time, but in no
event more than 15 days following notice. [22A]
If no, describe objections: N/A
13. PURCHASE OPTION: RIGHT OF FIRST REFUSAL:
Is tenant granted the right to purchase the demised premises? N/A
If yes, during what period can option be excercised?
Price?
Is tenant given the right to match any other offer to purchase?
14. TAKE-OVER OBLIGATIONS:
Does lease require landlord to assume rental or lease obligations of this tenant
at another location? N/A
If yes, during what period can option be exercised?
15. RETAIL STORE OPERATING AGREEMENTS:
Must tenant operate business in premises? Yes.
If yes, for what duration, under what trade name, and what type of business? For
duration of Lease, under trade name "Eat at Joe's", a restaurant serving
standard "fifties" diner fare, salads, chicken and pasta dishes, as shown on the
menu attached to the Lease as Exhibit D. [1A, 1F]
If tenant can vacate must tenant continue to pay minimum annual rent? N/A
If lease provides for percentage rent, describe how such rent is determined
after premises are vacated: N/A
Is tenant prevented from opening a store in competition with subject? Yes.
If yes, describe: Radius restriction of one (1) mile from the Center. [1O]
Is subletting permitted? Only with prior written consent of Landlord. [20A]
Is assignment by tenant permitted? Only with prior written consent of Landlord.
[20A]
Is tenant relieved of liability after assignment? No. [20C]
After subletting or assignment, how is percentage rent to be determined? If
Landlord consents to a Transfer, the monthly Minimum Rent shall be increased on
the effective date of the Transfer to an amount equal to the average total
monthly Minimum Rent and Percentage Rent payable by Tenant during the 36 months
prior thereto (or such shorter period as may have occurred since the
Commencement Date). [20E]
Is there any limitation on type of business to be conducted? No.
16. ASSIGNABILITY BY LANDLORD:
Any restriction upon assignment by landlord? No.
If yes, describe:
Is landlord relieved of liability after assignment? Yes [Art. 33]
17. NOTICES
To whom should notices and duplicate notices be sent? (Indicate names and
addresses):
To Tenant: E.A.J. Enterprises, Ltd.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To Landlord: First Fidelity Bank, N.A., New Jersey, not personally, but as
Ancillary Trustee under Trust Agreement dated December 6, ▇▇▇▇
▇/▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇ Mall Management ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇-▇▇▇▇
Also to: Urban Retail Properties Co.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Director of Lease Asministration
18. IMPROVEMENTS AND ALTERATIONS:
Tenant may make improvements and alterations only with Landlord's prior
written consent, which consent shall nat be unreasonably withheld. [Art.7]
