Exhibit 10.12
LEASE
dated as of July 3, 1996
between
XXXXXX X. and XXXXXXXXX X. X'XXXXXXX, Landlord, and FIRST
STERLING BANK, a Pennsylvania chartered bank, Tenant.
Index Page
ARTICLE I Premises and Term...........................
ARTICLE II Construction of Improvements; Prior
Compliance with Environmental Laws..........
ARTICLE III Rent........................................
ARTICLE IV Taxes.......................................
ARTICLE V Utilities...................................
ARTICLE VI Use of Leased Premises......................
ARTICLE VII Trade Fixtures, Signs and Office Equipment..
ARTICLE VIII Alterations and Additions...................
ARTICLE IX Repairs and Maintenance.....................
ARTICLE X Insurance and Indemnity.....................
ARTICLE XI Eminent Domain..............................
ARTICLE XII Assignment and Subletting...................
ARTICLE XIII Surrender of Premises.......................
ARTICLE XIV Defaults and Remedies.......................
ARTICLE XV Force Majeure...............................
ARTICLE XVI Mechanics' Liens............................
ARTICLE XVII Notices and Addresses.......................
ARTICLE XVIII Miscellaneous...............................
ARTICLE XIX Waiver of Subrogation.......................
ARTICLE XX Right of First Refusal......................
ARTICLE XXI Approval of Banking Authorities.............
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THIS LEASE made as of this 3rd day of July, 1996, by and between XXXXXX X.
and XXXXXXXXX X. X'XXXXXXX, having an office at 000 Xxxxx Xxxxxx, Xxxxx,
Xxxxxxxxxxxx 00000 (hereinafter collectively called "Landlord") and FIRST
STERLING BANK, a Pennsylvania banking corporation having an office at 00 Xxxx
Xxxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxxxxxx 00000 (hereinafter called "Tenant").
W I T N E S S E T H:
ARTICLE I
Premises and Term
Section 1.1 Landlord hereby leases to Tenant and Tenant hereby rents from
Landlord for the term, at the rental, and upon the covenants and conditions
hereinafter set forth, certain land at the northwest corner of Washington
(Baltimore Pike) and Olive Streets, Media, Pennsylvania, and more particularly
described in Exhibit "A" attached hereto (hereinafter called the "land") with
the improvements and building thereon (hereinafter called the "Building") , and
all rights, easements and privileges pertaining and appurtenant to the land and
Building. The land, Building and such rights, easements and privileges are
hereinafter called the "leased premises."
Section 1.2 Landlord covenants, warrants and represents that it has full
right and power to execute and perform this lease and to grant the estate leased
herein, and Landlord further covenants that Tenant on paying the rent reserved
and performing
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the covenants and agreements hereof shall peaceably and quietly have, hold and
enjoy the leased premises during the term.
Section 1.3 Landlord warrants that, at the date of this lease, the leased
premises are not subject to liens, tenancies, easements, encumbrances or
restrictions other than those listed in the Title Report attached hereto, and
marked "Exhibit A", and a lease with PNC Bank, a successor to Midlantic Bank and
Continental Bank. Landlord represents and warrants to Tenant that the tenancy of
PNC Bank may be terminated by Landlord as of August 31, 1996 upon execution by
Landlord of Lease Termination Agreement prepared by PNC Bank. Attached hereto,
and marked "Exhibit B", is a copy of the proposed Lease Termination Agreement
between Landlord and PNC Bank which Landlord warrants to be accurate and
complete. Landlord warrants that PNC Bank, as of the date of this lease, has not
given notice of any default under its lease agreement, that PNC Bank will
execute the said Lease Termination Agreement and that PNC Bank will not amend
the said lease of Lease Termination Agreement without the prior written consent
of Tenant. On execution of this lease by both parties and approval of the branch
bank by the banking authorities referred to in Article XXI, Landlord shall
execute the Lease Termination Agreement.
Section 1.4 After the date of this lease and throughout its term and any
extensions or renewals thereof, the leased premises shall be free of all liens
and encumbrances, other than the lien for current non-delinquent taxes, any
easements for
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utility facilities which do not interfere with Tenant's use of the leased
premises for banking purposes. Tenant will not subordinate its interest to the
lien of any first mortgage unless it shall receive as consideration in such
subordination a "non-disturbance agreement" in form and content satisfactory to
Tenant.
Section 1.5 If Tenant should request it, Landlord will provide Tenant
with executed "non-disturbance" agreements from all holders of liens embracing
the leased premises the effective date of which is prior to the date and time of
the recording of a Memorandum of this lease in the Office of the Recorder of
Deeds in and for the County of Delaware, Pennsylvania. Such "non-disturbance"
agreements shall assure Tenant's continued quiet possession in case of
foreclosure so long as Tenant pays its rent and is not in default under the
lease.
Section 1.6 There shall be a preliminary term of this lease commencing on
the date of this lease and expiring on August 31, 1996. The purpose of the
preliminary term shall be to give Tenant the opportunity to make plans of the
leased premises and to secure such municipal permits as it may deem necessary.
During the preliminary term, the Tenant shall not have beneficial use and
occupancy of the leased premises but may have reasonable access to the leased
premises to complete the above described plans to prepare for its occupancy.
Such access shall be with the prior approval of the Landlord, which shall not be
withheld unreasonably, and with reasonable prior notice to and
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coordination with the existing tenant in the premises. During the preliminary
term, Landlord shall be entitled to all rents, if any, for the premises from
Midlantic Bank.
Section 1.7 The initial term of this lease will begin on September 1, 1996
(the "Commencement Date") and shall continue for a period of One Hundred
Fifty-four (154) months ending on June 30, 2009 (which period is hereinafter
called "the initial term").
Section 1.8 This lease shall be renewed automatically for six (6)
additional terms of five (5) years each, but Tenant may terminate this lease at
the end of the initial term or at the end of any renewal term by giving written
notice to Landlord of Tenant's intention to do so at least six (6) months prior
to the expiration of the then current term.
Section 1.9 Whenever the words "the term" are used hereinafter, without
qualification, they shall mean the initial term of this lease and any extension
or renewal thereof.
Section 1.10 Should Tenant hold over in possession after the expiration of
the term, such holding over shall not be deemed to extend the term or renew this
lease, but the tenancy thereafter shall continue from month to month upon the
covenants and conditions herein set forth at the rental in effect during the
last month of the preceding term, until terminated by either party by at least
thirty (30) days' notice.
ARTICLE II
Construction of Improvements;
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Prior Compliance with Environmental Laws
Section 2.1 Landlord represents to Tenant that Landlord has no knowledge
of any violation of existing environmental laws, rules or ordinances with
respect to the leased premises. In the event any violation of environmental laws
is discovered in the leased premises caused by events and circumstances which
occurred prior to the Commencement Date of this lease, Landlord agrees to have
such violations remedied promptly at its own expense.
Section 2.2 Except for matters identified in Section 2.1 above, Tenant
accepts the premises in an "as is" condition.
ARTICLE III
Rent
Section 3.1 Annual rent hereunder shall be payable in twelve (12) monthly
installments, in cash or by check subject to collection, in advance, on the
first day of each month without notice or demand. Rent for part of a month shall
be prorated. Rental during the initial lease term and renewal terms (if options
to renew are exercised) shall be as follows:
a) Initial Term:
a. 9/1/76 - 6/30/99 - $100,000 per year
b. 7/1/99 - 6/30/04 - $105,000 per year
c. 7/1/04 - 6/30/09 - $110,000 per year
b) Renewal Terms:
a. First 5 year renewal term (7//09 - 6/30/14) -
$115,000 per year
b. Second 5 year renewal term (7/1/14 - 6/30/19) -
$120,000 per year
c. Third 5 year renewal term (7/1/19 - 6/30/24) -
$125,000 per year
d. Fourth 5 year renewal term (7/1/24 - 6/30/29) -
$130,000 per year
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e. Fifth 5 year renewal term (7/1/29 - 6/30/34) -
$135,000 per year
f. Sixth 5 year renewal term (7/1/34 - 6/30/39) -
$140,000 per year
ARTICLE IV
Taxes
Section 4.1 Tenant will pay all real estate taxes and assessments levied
upon the leased premises throughout the term. Such taxes and assessments for the
first and last year of the term shall be apportioned between Landlord and Tenant
on the basis of the fiscal years of the respective taxing authorities. Landlord
agrees to present or cause to be presented to Tenant tax bills in time for
Tenant to take advantage of the maximum allowable discount for early payment of
taxes. Nevertheless, Tenant covenants to pay such taxes and assessments only
before they become delinquent.
Section 4.2 Anything in Section 4.1 to the contrary notwithstanding Tenant
shall have no responsibility for the payment of sewer assessments or any other
special assessments which are or could become a lien against the leased premises
for work done or ordered to be done (other than at Tenant's request) prior to
the Commencement Date.
ARTICLE V
Utilities
Section 5.1 During the term of this lease Tenant will pay for all water,
gas, electricity, heat, telephone, sewage and all other utility services used by
Tenant within the leased premises. Tenant shall also pay sewer connection costs,
if any, and for
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other utilities to the leased premises and shall pay sewer assessments and other
special assessments levied against the leased premises because of the
installation of public improvements done or ordered to be done by municipal
authorities after the Commencement Date or at any earlier time if such work was
done or ordered to be done as a result of Tenant's request.
ARTICLE VI
Use of Leased Premises
Section 6.1 Tenant intends to use the leased premises for any or all of
the aspects of business which may be conducted by a commercial bank and/or trust
company but reserves the right to use the leased premises for all other lawful
purposes; provided, however, Tenant agrees not to use the leased premises for
the preparation or sale of prepared foods in competition with the Towne House
restaurant which is adjacent to the leased premises.
Section 6.2 Tenant will comply at its own expense with all proper
requirements of duly constituted public authorities and with the provisions of
any law, regulation or ordinance of such authorities applicable to Tenant or its
use of the leased premises.
Section 6.3 Landlord reserves the non-exclusive right to utilize the
parking areas of the leased premises for its business patrons at the Towne House
during such times when Tenant is not open for business.
ARTICLE VII
Trade Fixtures, Signs and Office Equipment
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Section 7.1 From time to time during the term and at the end of the term,
Tenant may install and remove Tenant's trade fixtures, personal property and
business machines and equipment, including but without limiting the generality
of the foregoing, money safes or any other safes or vaults, vault doors, vault
liners, safe deposit boxes, night depository, automatic teller machines,
tellers' counters, drive-in windows and signs. Tenant may not remove the
Landlord's trade fixtures, attached hereto as Exhibit "B" without Landlord's
approval which will not be withheld unreasonably. At the expiration or earlier
termination of the lease term, if Tenant removes any of its trade fixtures,
personal property, business machines and equipment, Tenant shall restore the
premises to the same good order and condition in which the premises was when
Tenant acquired possession, ordinary wear and tear excepted.
Section 7.2 At its sole cost and expense, Tenant may erect its business
signs on the leased premises and adjacent to public streets. At no expense to
Landlord, Landlord will join with Tenant in applications to municipal
authorities for such approval of business signs as may be required under the
relevant municipal ordinances, and all of Tenant's business signs shall be
subject to the provisions of such ordinances.
ARTICLE VIII
Alterations and Additions
Section 8.1 At any time and from time to time during the term, at its own
expense, Tenant may make any alterations,
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decorations, additions, improvements or replacements in the leased premises
which Tenant shall deem necessary. Tenant shall obtain Landlord's prior written
consent prior to making any structural alterations, additions, improvements or
replacements, but such written consent shall not unreasonably be withheld.
ARTICLE IX
Repairs and Maintenance
Section 9.1 Tenant shall at all times keep the leased premises and all of
Tenant's signs in good order, condition and repair, normal wear and tear and
damage by unavoidable casualty excepted. The provisions of this Section shall
not apply in the event of fire or other casualty, or condemnation or in any
event or contingency specifically provided for elsewhere in this lease.
Section 9.2 In the event of a fire or other casualty loss at the leased
premises which is covered by insurance, the Tenant shall have the option of
utilizing the insurance proceeds to repair and restore the leased premises, or,
in the alternative, of assigning the insurance proceeds to Landlord and
terminating the lease effective immediately on notice.
ARTICLE X
Insurance and Indemnity
Section 10.1 Tenant will indemnify and save Landlord harmless of and from
any and all loss, damage or liability incurred by reason of any injury to
persons or damage to property occurring in or on the leased premises or from or
by reason of the erection, maintenance or existence of Tenant's signs,
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including the reasonable expense involved in defending litigation, but Tenant
will not indemnify Landlord.against the consequences of Landlord's own
negligence, or the negligence of Landlord's officers, directors, employees,
agents, guests or other business invitees.
Section 10.2 Tenant shall, during the entire term hereof, keep the
building insured under its blanket policies of fire insurance at full
replacement value and shall keep in full force and effect, comprehensive general
liability insurance against claims for personal injury, death and property
damage occurring in or on the leased premises with limits of not less than
$1,000,000 as to one person, not less than $5,000,000 as to any accident, and
not less than $250,000 as to property damage. Insurance under this Section shall
protect both Landlord and Tenant, as their interests may appear. Certificates of
such insurance shall be delivered to Landlord. In lieu of the foregoing, Tenant
may include the leased premises in a self-insurance or retained risk program
which the Tenant may establish for its branch locations. If Tenant elects to do
so, it shall make the Landlord a beneficiary of the said program at least to the
limits above provided.
ARTICLE XI
Eminent Domain
Section 11.1 If any portion of the leased premises or access to the leased
premises from the adjoining public roads shall be taken by condemnation or other
governmental proceedings,
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so that it shall be unreasonable or impossible for Tenant to properly conduct
its business (due weight being given to the ease of access and all other
features which make the leased premises before any taking usable as a branch
bank, easily visible and otherwise desirable for Tenant's banking business at
this location) on the premises remaining after such taking, then the Tenant may
upon thirty (30) days' written notice to Landlord terminate this Lease
retroactively, to the date of taking, and thereupon Tenant shall have no
obligation under this Lease except such as accrued prior to the date of the
taking. The parties hereto agree that all condemnation proceeds allocable to the
land and the Building shall belong to the Landlord except that all condemnation
proceeds allocable to the leasehold improvements installed by Tenant shall
belong to the Tenant. Landlord and Tenant shall cooperate with each other in
good faith in their joint dealings with the condemning authority.
ARTICLE XII
Assignment and Subletting
Section 12.1 Tenant may assign its interest in this lease only if Landlord
gives its written approval, but such approval shall not be unreasonably withheld
or delayed. This Article shall not apply to an assignment of the Tenant's
interest in this lease to any corporation resulting from the merger of Tenant
with any one or more corporations or to any corporation resulting from the
consolidation of Tenant with or into any one or more corporations, or to any
corporation which acquires all or
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substantially all of the business and operating assets of Tenant, but any such
assignee shall assume this lease and agree to perform and be bound by all of its
provisions, and such assignment and assumption shall, from and after the date
thereof, release Tenant from its obligation under this lease provided that the
assets of such assignee are at least as large as were the assets of Tenant prior
to such merger, consolidation or acquisition.
Section 12.2 Tenant may sublet its interest in all or any portion of the
leased premises only if Landlord gives its prior written approval, but such
approval shall not be unreasonably withheld or delayed.
ARTICLE XIII
Surrender of Premises
Section 13.1. At the expiration of earlier termination of the term, Tenant
covenants that it will peaceably and quietly leave and surrender the leased
premises in as good order and repair as when delivered to it, damage by fire,
casualty, war or insurrection, riot or public disorder, or action upon the part
of any governmental authority, ordinary wear and tear, and damage the elements
excepted.
ARTICLE XIV
Defaults and Remedies
Section 14.1 If Tenant has failed to perform or has violated any of the
terms, covenants, conditions or agreements contained in this lease on Tenant's
part to be performed,
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Landlord shall so notify Tenant in writing. Thereupon Tenant shall either
(a) correct the matters complained of in such notice within twenty (20) days
after receipt of such notice or in the case of rent within ten days after
receipt of such notice; or (b) if more than such twenty (20) days are required
to correct with reasonable diligence the matters complained of in such notice,
commence to correct them within such twenty (20) days and pursue each corrective
action with reasonable diligence thereafter.
Section 14.2 Each of the following events shall constitute an event of
Tenant's default hereunder: (a) the failure or omission of Tenant, after notice
of default has been given by Landlord as provided in Section 14.1, to take
corrective action to comply with the terms and covenants hereof within the times
specified therein; (b) the taking possession of the business and property of
Tenant by the Department of Banking of the Commonwealth of Pennsylvania. Tenant
shall be in default under this lease if and only if an event of Tenant's default
as provided in this section shall have occurred.
Section 14.3 If an event of Tenant's default shall occur at any time and
remain uncured after notice and the expiration of the applicable grace period,
Landlord may, within a reasonable time thereafter, give Tenant a notice of
intention to end the term, specifying a day not less than ten days nor more than
ninety days after the giving of such notice the term shall expire and Tenant
shall then quit and surrender the leased premises to Landlord, but Tenant shall
remain liable as provided in Section
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14.6; and Landlord, without prejudice to any other right or remedy or Landlord
hereunder or by law, and notwithstanding any waiver of any prior breach of
condition or event of Tenant's default hereunder, may re-enter the leased
premises either by force or otherwise, or dispossess Tenant or any legal
representative of Tenant or other occupant of the leased premises by a summary
proceeding or other appropriate suit, action or proceeding or otherwise, and
remove their effects and hold the leased premises as if this lease had not been
made.
Section 14.4 If Tenant fails to perform any of the provisions, covenants,
agreements, or conditions of this lease on its part to be performed, Landlord
may, but only after the occurrence of an event of Tenant's default as defined in
Section 14.2, perform it or them on behalf of Tenant. The cost of such
performance shall be paid to Landlord by Tenant promptly upon demand therefor by
Landlord.
Section 14.5 Tenant, upon the termination of this lease in accordance with
the terms hereof, or in the event of entry of judgment for the recovery of
possession of the leased premises in any action or proceeding, or if Landlord
shall enter the leased premises by process of law or otherwise, hereby waives
any right of redemption provided by any statute, law or decision now or
hereafter in force. However, Landlord, will not levy or distrain upon or sell
any property belonging to any customer of Tenant, or held by Tenant in trust for
anyone, for the purpose of enforcing any of Tenant's defaulted obligations under
this lease or for the
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purpose of enforcing collection of any of Tenant's monetary obligations to
Landlord hereunder, such rights on the part of Landlord to levy or distrain upon
and to sell said property of said thirty parties being hereby expressly waived
by Landlord.
Section 14.6 If Landlord shall terminate this lease as provided in Section
14.3, Tenant shall pay to Landlord the rent up to the time of Landlord's
termination of this lease (by recovery of possession of the leased premises or
otherwise) and thereafter, if Landlord relets the leased premises at then
prevailing market rates, Tenant shall pay to Landlord throughout the balance of
the term (as if the term had not been ended by Landlord's termination) all rent
less the net avails of such reletting.
Section 14.7 If Landlord has failed to perform or has violated any of the
terms, covenants, conditions or agreements contained in this lease on Landlord's
part to be performed, Tenant shall notify Landlord in writing; thereupon
Landlord shall either (a) correct the matters complained of in such notice
within twenty (20) days after receipt of such notice or (b) if more than twenty
(20) days are required to correct with reasonable diligence the matters
complained of in such notice, commence to correct them within such twenty (20)
days and pursue such corrective action with reasonable diligence thereafter. An
event of Landlord's default hereunder shall be the failure or omission of
Landlord, after notice of default has been given by
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Tenant as provided in this section, to take corrective action within the time
specified herein.
Section 14.8 If Landlord fails to perform any of the provisions,
covenants, agreements or conditions of this lease on its part to be performed,
Tenant may, but only after the occurrence of an event of Landlord's default as
defined in Section 14.7, perform it or them on behalf of Landlord. The cost of
such performance shall be paid to Tenant by Landlord, but if such cost is not
paid within ten (10) days after written demand therefor, Tenant may deduct such
cost from the rent reserved hereunder.
Section 14.9 The waiver by Landlord of any breach of any term,, covenant
or condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition herein contained. The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of lease, other than the failure of
Tenant to pay the particular rental so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of acceptance of such rent. No
covenant, term or condition of this lease shall be deemed to have been waived by
Landlord, unless such waiver be in writing by Landlord, nor shall there be any
accord and satisfaction unless expressed in writing and signed by both Landlord
and Tenant.
ARTICLE XV
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Force Majeure
Section 15.1 If either party hereto shall be delayed or hindered in or
prevented from the performance of any act required by reason of strikes,
lock-outs, labor troubles, inability to procure materials, failure of power,
restrictive governmental laws or regulations, riots, insurrection, war or other
reason of a like nature not the fault of the party delayed in performing work or
doing acts required under the terms of this lease, then performance of such act
shall be excused for the period of the delay and the period of the performance
of any such act shall be extended for a period equivalent to the period of such
delay.
ARTICLE XVI
Mechanics' Liens
Section 16.1 Neither Landlord nor Tenant shall permit any mechanics' or
materialman's lien to be filed at any time against the leased premises or any
part thereof in connection with any work done by it or caused to be done by it.
If any such lien should be filed, the party which has done or caused to be done
the work for which the lien has been filed, shall promptly cause it to be
discharged of record by payment, deposit, bond, order of a court, or otherwise.
ARTICLE XVII
Notices and Addresses
Section 17.1 (a) Notices from Tenant to Landlord shall be deemed served
and rent shall be properly directed if sent by United States mail, postage
prepaid, addressed to Landlord at the
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address first hereinabove given or at such other address as Landlord may
designate by written notice. Notices shall be sent by registered or certified
mail.
(b) Notices from Landlord to Tenant shall be deemed served if
sent by registered or certified United States mail, postage prepaid, addressed
to Tenant, Attention: Real Estate Division, at the address first hereinabove
given or at such other address as Tenant shall designate by written notice.
ARTICLE XVIII
Miscellaneous
Section 18.1 This lease and the Exhibits, and Schedules, if any, attached
hereto and forming part hereof, set forth all the covenants, promises,
agreements, conditions and understandings between Landlord and Tenant and there
is no covenant, promise, agreement, condition or understanding, either oral or
written, betweens them other than as herein set forth. Except as herein
otherwise provided, no subsequent alteration, amendment, change or addition to
this lease shall be binding upon Landlord or Tenant unless reduced to writing
and signed by them.
Section 18.2 If any term, covenant, or condition of this lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this lease, or the application of
such term, covenant or condition to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected
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thereby and each term, covenant and condition of this lease shall be valid and
be enforced to the fullest extent permitted by law.
Section 18.3 Landlord represents and agrees that Landlord will not record
this agreement, but Landlord will execute and deliver such short form of this
agreement as Tenant, in its sole discretion, shall request or require from
Landlord in order to record the provisions of this agreement which Tenant may
deem necessary or desirable to make a matter of record.
Section 18.4 The headings in and index to this lease are solely for
convenience in locating its various provisions and shall not be considered or
referred to in resolving questions of interpretation or construction.
Section 18.5 All rights and liabilities herein given to, or imposed upon,
the respective parties hereto shall extend to and bind the several respective
successors and assigns of the said parties.
ARTICLE XIX
Waiver of Subrogation
Section 19.1 Each party hereto waives any and every claim which arises or
may arise in its favor and against the other party hereto during the term of
this lease f or any and all loss of, or damage to, any of its property located
within or upon, or constituting a part of, the leased premises, which loss or
damage is covered by valid and collectible f ire and extended coverage insurance
policies, to the extent that such loss or damage is recoverable under said
insurance policies. Said mutual waivers
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shall be in addition to, and not in limitation or derogation of, any other
waiver or release contained in this lease with respect to any loss of, or damage
to, property of the parties, hereto. Inasmuch as the above mutual waivers
preclude the assignment of any aforesaid claim by way of subrogation (or
otherwise) to an insurance company (or any other person), each party hereto
hereby agrees immediately to give each insurance company which has issued to its
policies of fire and extended coverage insurance, written notice of the terms of
said mutual waivers, and to have said insurance policies properly endorsed, if
necessary, to prevent the invalidation of said insurance coverages by reason of
said waivers.
ARTICLE XX
Right of First Refusal
Section 20.1 Should Landlord during the lease term or any extension
thereof, elect to sell all or any portion of the leased premises (separately or
as part of the larger parcel), Tenant shall have the right of first refusal to
purchase said property on the same terms and conditions as any bona fide written
offer. It Tenant shall fail to meet such a bona fide offer within sixty (60)
days after written notice thereof from Landlord, Landlord shall be free to sell
the premises or portion thereof to such third person in accordance with the
terms and conditions of said offer.
ARTICLE XXI
Approval of Banking Authorities
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Section 21.1 Tenant is a banking institution incorporated under the laws
of the Commonwealth of Pennsylvania and proposes to conduct a branch banking
business on the leased premises which will require the necessary approvals of
the state and federal banking authorities for such a branch. If Tenant is unable
to obtain such approvals, Tenant will have the right to terminate this lease by
giving written notice to Landlord, in which event the obligations of the parties
hereunder shall cease.
IN WITNESS WHEREOF, the parties have caused this lease to be executed as
of the date first above written.
WITNESS: LANDLORD:
/s/
______________________ ______________________
Xxxxxx X. X'Xxxxxxx
______________________
Xxxxxxxxx X. X'Xxxxxxx
TENANT:
FIRST STERLING BANK
ATTEST:_________________________________________
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XXXXXXXXXXXXXXX
XXXXXXXXXXXX XX XXXXXXXXXXXX :
: ss
COUNTY OF DELAWARE :
On this 3rd day of July, 1996, before me, a Notary Public in and for the
State and County aforesaid, personally appeared ________________________
_________ and _________________, both of whom are known to me, and each of them
acknowledged executing the foregoing instrument for the purposes therein
contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
____________________________
NOTARY PUBLIC
COMMONWEALTH OF PENNSYLVANIA :
: ss
COUNTY OF DELAWARE :
On this 3rd day of July, 1996, before me, a Notary Public in and for the
State and County aforesaid, personally appeared Xxxxxx Xxxxxxx, who acknowledged
himself to be the Vice President, being authorized to do so, executed the
foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
____________________________
NOTARY PUBLIC
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DESCRIPTION AND RECITAL
ALL THAT CERTAIN parcel of Real Estate in the Borough of Media, County of
Delaware, State of Pennsylvania, to wit:
SITUATE at the Northwest corner of Washington and Olive Streets,
CONTAINING in front on said Washington Street about 105 feet and in depth
along Olive Street 100 feet.
Folio No. 26-00-00136-00.
BEING the same premises which Sun Refining and Marketing
Company (a Pa. Corp.) formerly Sun Oil Company of
Pennsylvania (a Pa. Corp.) Successor by Merger to Sun Oil
Company (a N.J. Corp.) by Deed dated 11-30-1982 and recorded
in Delaware County, in Volume 51 page 973 conveyed unto
D'Ignazio's Towne House, Inc. (Pa. Corp.), in fee.
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Commonwealth Land Title Insurance Company
000 Xxxxx Xxxxx Xxxxxx
Xxxxx, Xx. 00000
610) 566-1337
Limited property search
B 000 471 DC
Property: Northwest corner of Washington and Olive Streets
26-00-00136-00
Owner: Xxxxxx and Xxxxxxxxx X'Xxxxxxx
Mortgages:
1) $190,000.00 Xxxxxx X. and Xxxxxxxxx X. X'Xxxxxxx to Xxxxx
House, Inc. dated 7/l/1991, recorded 12/16/1991 in Volume 904
page 1645.
JUDGMENTS:
NONE
cover date: 6/8/1996
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LEASE TERMINATION AGREEMENT
This Agreement ("Agreement") is made this ____ day of June, 1996, by and
between D'Ignazio's Towne House, Inc. ("Landlord") and Midlantic Bank, National
Association, Successor in Title to Continental Bank, ("Tenant").
WHEREAS, Landlord and Tenant entered into a lease agreement dated January
6, 1989 ("Lease") by which Landlord leased to Tenant certain Premises
("Premises") located at 000 Xxxx Xxxxxxxxx Xxxx, Xxxxx, Xxxxxxxxxxxx, which
Premises are more particularly described in the Lease and
WHEREAS, notwithstanding the commencement and expiration dates set forth
in the Lease, Landlord and Tenant, for the consideration hereinafter set forth,
desire to cancel and terminate the Lease and all rights and obligations of
Landlord and Tenant thereunder as of 11:59 p.m. on August 31, 1996 (the
"Termination Date").
NOW THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, with the intent to be legally bound hereby, Landlord and
Tenant mutually covenant and agree as follows:
1. In consideration of the sum of $10.00 and other good and valuable
consideration, paid to it by Tenant, receipt of which is hereby acknowledged,
Landlord agrees to accept the surrender unto Landlord of the Premises and all of
Tenant's right, title and interest therein, on the Termination Date, including
any and all improvements, appurtenances and fixtures in the Premises and
specifically including those items listed on Exhibit A attached hereto and made
a part hereof, excepting unattached trade fixtures and furniture therein which
Tenant may remove on or before the Termination Date and surrender the Premises
as of the Termination Date.
2. The Lease is hereby canceled and terminated on the Termination Date
with the same force and effect as if said date were originally set forth in the
Lease as the termination date of term thereof.
3. The parties hereto, for themselves and their respective successors and
assigns, do hereby forever mutually release and discharge each other,and their
respective successors and assigns, of and from all manner of action, causes of
action, damages, executions, claims, liabilities and demands whatsoever, in law
or in equity, which against each other the parties ever had, now have,or which
either party and its respective successors and assigns hereafter can, shall or
may, in the future, have for, upon, or by reason of any matter, cause or thing
whatsoever, directly or indirectly arising out of the Lease and/or Tenant's
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occupancy of the Premises, with the exception of those specific duties and
obligations imposed upon Landlord and Tenant under the terms of the Lease,
relative to Tenant's occupancy of the Premises up to the Termination Date.
4. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
5. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto
have caused this Agreement to be signed and sealed as of the day and year first
above written.
WITNESS: TENANT: Midlantic Bank, N.A.
____________________________ BY:_________________________
Title: ____________________
WITNESS: LANDLORD: D'Ignazio's Towne House,
Inc.
____________________________ ____________________________
____________________________ BY:_________________________
Title: ____________________
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EXHIBIT A
Midlantic Media Branch
000 Xxxx Xxxxxxxxx Xxxx
1. Vault and Vault Door
2. Teller Locker
3. Drive Through Window, Deal Drawer and Canopy
4. Teller Counter
5. Kitchen Appliances (Stove, Microwave and Refrigerator)
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