LEASE
THIS LEASE, made and entered into this 27 day of April, 1984, between
PERC0M INVESTMENT COMPANY, a general partnership, hereinafter called "Lessor",
and PAYCO AMERICAN CORPORATI0N, a Delaware corporation, hereinafter called
"Lessee".
WITNESSETH:
WHEREAS, the leasehold premises, which are the subject of this Lease, are
commonly known as 0000 Xxxxx 000xx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxx, and consist of
a one-story office/warehouse building of approximately 19,222 square feet,
located on 2.392 acres of land in the City of New Berlin, more particularly
described and shown on a plat of survey attached hereto and marked "Exhibit A".
NOW, THEREFORE, in consideration of the premises and of the mutual
benefits to be derived therefrom, it is agreed as follows:
1. Lessor hereby leases, demises and rents unto the Lessee, and Lessee
hereby leases, takes and hires of and from the Lessor, the demised premises,
above described, including all easements, rights of way and other rights
appurtenant thereto.
2. This Lease shall be for a term of twenty (20) years, commencing on the
first day of May, 1984, and ending on midnight of the 30th day of April, in the
year 2004, unless sooner terminated as hereinafter set forth.
3. Lessee shall have the option to terminate the Lease under the following
terms and conditions: After the first ninety (90) months of the Lease term have
expired, Lessee shall have the following calendar month in which to make an
election to terminate the Lease at the end of one hundred two (102) months.
This e1ection must be in writing, a copy sent to Washington National Retirement
Plan, Lessor's mortgagee. Lessee shall also be required to pay a cancellation
penalty equal to one (1) full year's rent based on the rental due and owing
under the terms of the Lease for the ninety-first (91st) through one hundred
second (102nd) months of occupancy, or the sum of One Hundred Thirty-five
Thousand and 00/100 ($135,000.00) Dollars, whichever is greater. The effective
date of the termination would be at the end of the one hundred second (102nd)
month subsequent to commencement of the Lease. To make the election effective,
the penalty must be paid to Lessor on or before the last day of the one hundred
second (102nd) month. The payment of this penalty shall not relieve Lessee of
its obligation under the terms of the Lease to pay rent during the ninety-first
(91st) through one hundred second (102nd) months. Time is of the essence with
respect to the exercise of the election to terminate the Lease and pay the
penalty. The election and penalty payment must be personally delivered to, or
sent postage prepaid, to one of the managing partners of Lessor at the address
of the partnership where the rent is then being paid.
4. The Lessee shall pay a base annual rental of One Hundred Two Thousand
Five Hundred Fifteen and 25/100 ($102,515.25) Dollars, payable in equal monthly
installments of Eight Thousand Five Hundred
Forty-two and 94/100 ($8,542.94) Dollars on the first day of each, and every
month, in advance.
At the end of the third year of this Lease, the base annual renta1 shall
be adjusted to reflect that changes in the cost of living. However, no
adjustment shall reduce the rental below that charged during the first
three-year period. The basis for computing such adjustment shall be the Consumer
Price Index - United States, all items and major group figures for urban wage
earners and clerical workers or items (based on 1967 equals 100), published
monthly by the "Monthly Labor Review" by the Bureau of Labor Statistics of the
United States Department of Labor ("index"). The computation shall be made by
multiplying One Hundred Two Thousand Five Hundred Fifteen and 25/100
($102,515.25) Dollars by a fraction, the numerator of which shall be the index
figure for the month prior to the month in which the adjustment commences and
the denominator of which shall be the index figure for the month in which this
Lease commences. In the event that the Bureau of Labor Statistics shall cease to
publish the index, then a similar index by any other branch or department of the
United States shall be used. The result of this computation shall then be
divided by twelve (12), and commencing the thirty-seventh (37th) month of this
Lease, the adjusted base rental shall be paid. Annually thereafter, at twelve
(12) month intervals, the base annual rental shall be adjusted in accordance
with the adjustment in the Consumer Price Index or other comparable index.
However, in no event shall any annual increase in base rentals exceed five (5%)
percent of the rental charged in the prior twelve (12) month period.
5. It is agreed that the leased premises shall be used by the Lessee as a
general office building and that Lessee shall, with Lessor's prior written
consent, and, if required, the consent of Lessor's mortgagee, have the right to
sublease out portions of the building to qualified, responsible tenants
requiring office space. In the event of such sublease, Lessee's obligation to
pay rent under the terms and conditions of this Lease, shall not be relieved and
Lessee shall remain liable under its full obligation, pursuant to
the terms of this Lease. Written consent to such subleasing shall not be
unreasonably withheld.
6. The Lessor shall have no obligation, to make any alterations,
improvements or repairs of any kind on or about the demised premises or the
building or buildings thereon, or of which they are a part, or the equipment,
fixtures, plumbing, appliances, or machinery in, upon or serving same, or the
streets, alleys, areas, area-ways or passages adjoining or appurtenant thereto.
Without limitation, Lessee covenants and agrees at its own expense throughout
the term:
(A) to maintain and keep every part of demised premises, including
fixtures and appurtenances situated thereon in good and substantial order and
repair; and
(B) to comply with all laws and orders of municipal, state and other
governmental authorities pertaining to the demised premises or the use of the
demised premises.
7. Lessee shall pay and discharge as and when the same become due and
prior to delinquency all taxes, assessments, levies and other charges, general
and special, which are or may be during the term hereof, levied, assessed,
imposed or charged against the demised premises and any personal property owned
by the Lessor but used by the Lessee in connection with its use of the demised
premises and situated thereon, provided, however, that the Lessee during the
first calendar year of the original term of this Lease and the last
calendar year of the original term or the final extension thereof shall be
obligated to pay only a prorata portion of said real estate taxes due and
payable for such year based upon the part of the year the Lessee occupies the
demised premises, and shall only be obligated to pay those installments of
special assessments (using the longest amortization term available) coming due
during the term of this Lease.
The Lessee may in good faith contest any tax assessed which it is
obligated to pay under the terms of this Lease if it shall give the Lessor a
bond for such amount and guaranteed by such surety as may be satisfactory to the
Lessor. The Lessor shall give the Lessee copies of all notices of levy or change
or proposed change in tax rate or assessment within thirty (30) days after
receipt by Lessor. The Lessor at its option, may require Lessee to pay over to
Lessor an amount equal to one-twelfth (1/12th) of the estimated annual real
estate taxes which may be due and payable during any lease year. Lessor shall
adjust the amount of such payments upon the municipality rendering the real
estate tax xxxx, and in the event that Lessee has paid an insufficient amount to
cover the total amount due, then Lessee shall, upon demand, pay the additional
sum. In the event that Lessee has paid an amount in excess of the amount
necessary to cover the general real estate tax
liability, then Lessee shall receive a credit against the following year's
estimated taxes for such overpayment.
8. Lessee covenants and agrees at its own expense throughout the term to
provide and maintain policies of insurance upon the premises in amounts and with
companies acceptable to Lessor, having a Best Insurance Guide rate of 5A+ or
better, licensed to transact business in the State of Wisconsin and, in
connection with casualty insurance, with mortgagee clauses in favor of and with
losses payable to Lessor and its mortgagee, as follows:
(A) Fire and extended coverage insurance upon all improvements upon the
premises in the amount of the full insurable value thereof, with full
replacement cost endorsement;
(B) General comprehensive public liability insurance in such amounts as
Lessor may from time to time determine as appropriate, but in no event less than
$3,000,000/3,000,000/500,000;
(C) Rent loss or business interruption insurance in such amounts as may be
required by Lessor, but in no event less than $175,000;
(D) Workmen's compensation insurance, if Lessor has any employees on or
about the premises;
(E) Insurance, (including steam boiler and pressure vessel insurance), as
may be required by reason of the uses to which the premises are being devoted;
(F) Should any part of the premises be used for the sale or dispensing of
beer, wine, spirits or other alcoholic beverages, so-called "dram shop" or
"innkeeper's liability" insurance shall be carried against claims or liability
arising directly or indirectly to persons or property on account of such sale or
dispensing, including in such coverage, loss of means of support, in such amount
as may be required by law or as Lessor may require, but in no event less than
$5,000,000 single limit coverage; and
(G) Such other insurance and coverage as Lessor may require or as may be
customarily carried by persons owning and operating properties of the same type
and usage as the leasehold premises.
9. Upon the termination of this agreement, the Lessee may remove any trade
fixtures and equipment owned by it or placed upon the premises by it, other than
fixtures installed to replace those presently in the premises, provided,
however, that the Lessee leaves the premises in the same condition or repair and
tenantability as they were at the time of the making of this agreement prior to
the addition of such trade fixtures.
10. The Lessee shall pay for all utilities, including gas, electricity,
sewer and water, as well as any other services used therein during the term of
this Lease.
11. Lessee agrees to save the Lessor harmless and indemnified from all
loss, damage, liability or expense incurred or claimed by reason of Lessee's
neglect or use of the premises, or by reason
of any injury or property damage to any person or property on the premises
described herein, except such as is caused by the negligence of the Lessor, and
Lessee further agrees to pay all legal expenses, including a reasonable
attorney's fee, incurred by the Lessor by reason of the commencement of legal
proceedings to enforce any of the provisions of this lease, and resulting in a
decree or award in favor of the Lessor.
The Lessor shall not be liable, and the Lessee hereby waives all claims
against the Lessor, for any injury, loss or damage, by theft or otherwise, or
damage either to person or property, sustained by the Lessee or other persons,
whether due to the building or any part or appurtenances thereof becoming out of
repair, or arising from bursting of pipes or resulting from steam, electricity,
gas, odors, water, rain or snow which may leak or come from any part of the
building or adjoining premises, or due to the happening of any accident in or
about the building, or to pipes or appurtenances, or plumbing works therein, or
from any other cause whatsoever, unless caused by the negligence of the Lessor.
12. In case the demised premises are damaged by fire or other casualty,
the Lessor covenants and agrees, subject to the right of cancellation
hereinafter set forth, promptly to repair or restore the same and obtain
certificates approving all such repairs from all public authorities having
jurisdiction, subject to reasonable delays in collection of insurance funds or
due to restrictions on or inability
to obtain labor or materials, or due to other causes or conditions beyond the
control of the Lessor. Prompt repair or restoration shall be deemed to allow a
reasonable time for the parties to make a survey and determination of the extent
of the damage and the probable cost of necessary repairs and restoration and to
prepare suitable plans and specifications for and to repair or restore the
demised premises in accordance with such determination.
In the event the damage to the demised premises is of such nature and
extent as to require expenditures for repairing and restoration in excess of
25%, but less than 50% of the replacement value of the improvements upon the
demised premises as last determined for fire insurance purposes, Lessor shall
have one hundred twenty (120) days from the date the damage occurs or if 50% of
such replacement value, then Lessor shall have two hundred ten (210) days from
the date the damage occurs to repair and restore the demised premises to a
condition substantially equal to or better in every respect than their condition
prior to such damage. Lessor shall submit to Lessee full information obtained by
it as to the cost of repairing and restoring the demised premises. If all
repairs and restoration are not substantially completed within the time limits
herein stated, then Lessee may at its option terminate this Lease on written
notice given thirty (30) days after expiration of the applicable time limit.
Expenditures for repairing and restoration shall include the cost of decorating
and refurbishing, but shall exclude damage to personal property owned by Lessee.
If the demised premises are untenantable for Lessee's purposes in whole or in
part due to damage by fire or other casualty, or the repair of such damage,
Lessee's obligation to pay rent and taxes shall be abated proportionately from
the date of such damage until the demised premises are repaired or restored, and
any unearned rent paid by Lessee shall be refunded or credited upon rent
subsequently payable by Lessee if this Lease continues in effect.
13. In the event that the building or the demised premises shall be taken
or condemned by any competent authority for any public use or purpose, or in the
event that prior to such taking or condemnation, Lessor deems it expedient to
sell the premises to such public authority, the term of this Lease shall end
upon the first to occur of sale of the premises or the date when the possession
of the portion so taken shall be required for such use or purpose, and the
Lessee shall have no claim against the Lessor and shall not be entitled to any
portion of the amount which may be awarded as damages or paid as a result of
such condemnation proceedings. In the event of termination of this Lease as
herein provided, the rental shall be apportioned to the date of such
termination.
14. The Lessee shall not assign this Lease without the consent in writing
of Lessor and, if required, Lessor's mortgagee, which consent shall not be
unreasonably withheld. Such consent shall not be unreasonably withheld. It is
understood and agreed, however, that if the Lessee shall be declared bankrupt,
shall have a receiver appointed of its property, which receiver shall not be
discharged in thirty (30) days,
or shall Lessee make an assignment for the benefit of creditors, or its rights
hereunder shall be taken under execution, it shall be construed as an assignment
of this Lease within the meaning hereof and Lessor shall have the right to
terminate this Lease upon the happening of the foregoing event. In the event,
however, that Lessee is the subject or involved in a merger or consolidation,
this Lease will not be construed as being assigned in the event that the
resulting corporation of such merger or consolidation has total assets and a net
worth after such consolidation or merger equal to or greater than that of the
Lessee immediately prior to such consolidation or merger. Notwithstanding the
foregoing, such act shall require the consent of Lessor and Lessor's mortgagee,
which consent shall not be unreasonably withheld.
15. The Lessee covenants and agrees to pay and discharge all reasonable
costs, attorneys' fees and expenses that shall be paid and incurred by the said
Lessor in enforcing the covenants and agreements of this Lease on account of
Lessee's default hereunder.
16. The Lessor may at all reasonable times enter said premises to inspect
same, but agrees to maintain confidentiality; and not to use or divulge any
proprietary information of Lessee disclosed during such inspection.
17. In case the Lessee shall vacate or abandon said premises, or shall
default in any of its covenants herein, and said default shall not be cured
within ten (10) days after notice thereof
in writing from the Lessor, the Lessor is hereby authorized to reenter said
premises, to eject the Lessee, and take full possession of said premises, to
terminate this Lease at its option and to release and let said premises on such
terms as to Lessor shall seem best, to remove from said premises all personal
property of the Lessee, and to store the same to the account and at the expense
and risk of the Lessee, and to sell said property or any part thereof, and out
of the proceeds to pay all expenses of so removing, storing and selling the
same, and all sums which shall then be in arrears or past due for rent; and that
no such act or acts of the Lessor shall be construed as cancellation of this
Lease or waiver of the right of the Lessor to collect rent hereunder for the
remainder of said term, except said exercise of its option to terminate the
same; and that in case the Lessor shall determine that any action or proceeding
at law or otherwise is necessary to enforce the terms and conditions hereof, the
Lessee agrees that a reasonable attorney's fee and the necessary costs and
disbursements thereof may be allowed and taxed against it.
18. That no sign, advertisement or notice will be placed or painted on any
part of the outside or inside of said building or leased premises, except in
such manner, style and places as approved in writing by the Lessor and the City
of New Berlin, Wisconsin, which approval shall not be unreasonably withheld, and
the Lessor reserves the right to remove all others at the expense of Lessee.
19. At all times during the term of this Lease, the Lessee shall and may
peaceably and quietly hold and enjoy the demised premises free from molestation,
invasion or disturbance.
20. That the Lessor shall have the right to enter the leased premises
during twelve (12) months prior to the termination of this Lease, to show the
same to prospective tenants, and to place on doors and windows the usual notice
that the premises are for rent, upon giving reasonable prior notice to Lessee.
21. This Lease shall be subject and subordinate at all times to the lien
of any mortgages or ground rents now or hereafter placed on the demised
premises without the necessity of any further instrument or act on the part of
Lessee to effect such subordination, provided that the holder of any such
mortgage shall on behalf of itself, its successors and assigns, agree that
Lessee shall have the quiet enjoyment of the demised premises for the term of
this Lease in accordance with every provision hereof, so long as Lessee shall
fully and faithfully perform all of the terms, covenants and conditions of this
Lease on its part to be performed, irrespective of Lessor's default. Lessee
covenants and agrees to execute and deliver upon demand such further instrument
or instruments evidencing such subordination of this Lease upon the foregoing
terms as shall be desired by any mortgagee or proposed mortgagee or by any
person entitled thereto.
22. Except as other provisions may herein specifically be made, in the
event that either Lessee or Lessor as the obligated
party, after ten (10) days' written notice from the other party, fails or
refuses to make any of the payments when due as required of such obligor by this
Lease (other than the payment of the rent reserved hereunder), or to do or cause
to be done promptly any and all of the acts and things in this Lease provided to
be done by such obligor, then the other party shall have the right, (but shall
be under no obligation to the obligor to do so), to advance any and all sums of
money or do or cause to be done any and all acts and things necessary or proper
to be done or performed by the obligor, and in such event, the obligor covenants
and agrees forthwith upon demand to repay to such other party any and all sums
so advanced or expended to do or cause to be done any and all such acts and
things.
In the event that the obligor fails within ten (10) days after written
demand by the other party to repay (or, if applicable, to allow a deduction from
rental) any sum advanced by the other party pursuant to the foregoing
provisions, there shall be added to the sum to be repaid interest thereon from
the date of demand to the date of repayment at the rate of ten (10%) percent per
annum.
The Lessee may, (but shall not be obligated to), from time to time, make
such payments on account of mortgages or deeds or trust or other encumbrances on
or liens against the Lessor's estate as may be necessary in the Lessee's
judgment for the protection of the Lessee's estate. The Lessee in making any
such payments shall be subrogated as against the Lessor to the rights of the
parties to whom
such payments are made, and if the Lessor shall after notice fail to repay any
amount so paid, the Lessee shall also have the right to deduct the amount so
paid, with legal interest thereon, from the rental thereafter accruing, until
fully reimbursed.
23. All notices, consents, demands and requests which may be or are
required to be given by either party to the other, shall be in writing, and
shall be sent by United States registered or certified mail, with return receipt
requested, addressed as follows:
TO LESSOR: PERCOM INVESTMENT COMPANY
000 X. Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
TO LESSEE: PAYCO AMERICAN CORPORATION
000 X. Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
The date shown on the return receipt as of the date of which said registered or
certified mail is received by the addressee shall be conclusively deemed to be
the date on which a notice, consent, demand or request is given or made. The
above address or a party may be changed at any time, or from time to time by
notice given by said party to the other party in the manner hereinabove
provided.
24. Simultaneously with or subsequent to the execution hereof, the parties
hereto shall, at the option of either party, execute a short form lease for
recording purposes, and, in such event, the terms thereof shall constitute a
part of this Lease as fully as though recited at length herein.
25. This Lease and all the covenants, terms, provisions and conditions
herein contained shall inure to the benefit, and be
binding upon the Lessor and Lessee, their respective successors and assigns.
26. Lessor agrees that should it at any time offer the property for sale
and receive an acceptable offer to purchase the premises, it will notify Lessee
in writing, attaching an exact copy of the offer. Lessee shall then have thirty
(30) days from receipt of such offer to make a similar offer as to price, terms
and conditions with respect to the purchase of the premises. If Lessee does not
make such an offer within thirty (30) days, or prior thereto indicates its
intention not to make such an offer, then Lessor shall be free to sell the
premises to such third-party bona fide purchaser on the same terms and
conditions as submitted by the original offer. If there are any changes or
modifications to the original offer, Lessee must be informed of such changes and
be given ten (10) days to make a similar offer based on such changes or
modifications. This right of first refusal shall exist only during the period in
which this Lease is in effect.
IN WITNESS WHEREOF, the Lessor and Lessee have caused this lease agreement
to be executed by the persons duly authorized on the day and year first above
written.
PERCOM INVESTMENT COMPANY, a General
Partnership, Lessor
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx, Authorized Partner
By /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Xxxx X. Xxxxxxxx, Authorized Partner
PAYCO AMERICAN CORPORATION, Lessee
By /s/ Xxxxxx Punches
----------------------------------
President
PLAN OF SURVEY
For: Xxxxxxx X. Xxxxx
--------------------------------------------------------------------------
DESCRIPTION:
Xxx 0, Xxxxxxxxx Xxxxxx Xxx Xx. 0000, recorded in Volume 31, pages 00-00,
Xxxxxxxx xxxxxx 0000000, Xxxxxxxx Xxxxxx records, being a part of the Northwest
1/4 of Section 00, Xxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xxxx of
New Berlin, Waukesha County, Wisconsin.
[Map showing bearings of Wisconsin State Plane Coordinate System, South Zone
Grid.]
MODIFICATION OF LEASE
THIS MODIFICATION OF LEASE is made and entered into this 17 day of
February, 1987, by and between PERCOM INVESTMENT COMPANY, a general partnership,
hereinafter called "Lessor", and PAYCO AMERICAN CORPORATION, a Delaware
corporation, hereinafter called "Lessee.
W I T N E S S E T H:
WHEREAS, on August 5, 1983, Lessor and Lessee entered into a lease
covering the premises commonly known as 0000 Xxxxx 000xx Xxxxxx, Xxx Xxxxxx,
Xxxxxxxxx, consisting of a one-story office/warehouse building of approximately
19,222 square feet, and
WHEREAS, pursuant to the request of Lessee, Lessor has agreed to construct
approximately 17,500 additional square feet to the existing leasehold premises.
This addition is to provide for the accommodation of Lessee's requirements and
is designed to accommodate Lessee's specialized needs, and
WHEREAS, the parties desire to modify the above lease to cover the
additional improvements and to compensate Lessor for incurring the additional
costs required to provide these improvements.
NOW, THEREFORE, in consideration of the premises and of the mutual
benefits to be derived therefrom, it is agreed as follows:
1. Lessor hereby leases, demises and rents unto the Lessee, and Lessee
hereby leases, takes and hires of and from the Lessor the additional
improvements, including all easements, rights of way and other rights
appurtenant thereto. Lessor shall at its sole expense complete construction of
the required
improvements as specified by the provisions of Exhibit A attached hereto and
made part of this lease modification. In the event the Lessee request additional
leasehold improvements, any costs in excess of $810,000 shall be paid by Lessee.
Lessee shall have the right to audit all cost related to construction. Work will
be completed in accordance with plans, specifications and requirements hereof
and shall be ready for occupancy on or about April 1, 1987. In the event that
the premises are ready for occupancy prior to April 1, 1987, Lessee's obligation
to pay rent shall commence as of the date that the premises are so ready. Rent
shall be prorated for such partial month. In the event that the premises are
ready for occupancy after April 1, 1987, any partial month's rent shall likewise
be prorated. In the event that the premises are partially available for
occupancy and Lessee wished to utilize such space, Lessor and Lessee shall agree
upon a suitable prorated rent for such partial occupancy. The issuance of an
occupancy permit by the City of New Berlin shall satisfy the requirements that
the premises are ready for occupancy by Lessee, except in the case of partial
occupancy prior to the commencement of the lease for storage purposes. Lessor
warrants that the construction of the improvements shall be performed in a good
and workmanlike manner and that the materials, equipment and other building
facilities including exterior improvements furnished in connection therewith
shall be free of defects. Lessee may enter the demised premises during the
construction period for the purpose of inspecting the premises as to progress
and completion in accordance with plans
- 2 -
and specifications, and for the purpose of installing fixtures and equipment and
any additional specialized leasehold improvements that Lessee may require,
provided such activity shall be done only in such manner so as not to interfere
with the construction.
2. The existing lease as modified by this lease shall be the controlling
instrument governing leasehold interests between the parties. The term of the
lease shall remain the same, terminating on the 30th day of April, 2004. The
existing rental shall be increased by the sum of Ninety-six Thousand Two Hundred
Fifty Dollars ($96,250.00) annually on the effective date of occupancy if such
occupancy is on the first day of the month and, if during the month, effective
the first day of the month following such occupancy. This annual increase in
rental shall be paid in monthly installments of Eight Thousand Twenty and
83/100ths Dollars ($8,020.83) each and shall form part of the base annual rental
as set forth in paragraph four of the lease dated April 27, 1984.
3. Commencing on May 1, 1988, the base annual rental as originally set
forth in the lease of April 27, 1984, together with the additional base annual
rental as set forth in this modification shall be adjusted to reflect the
changes in the cost of living. This adjustment shall be computed on the same
basis as is provided for in paragraph four of the lease of April 27, 1984,
including the method of payment and the limitation as to any annual increase.
4. The provisions of paragraph three of the lease of
-3-
April 27, 1984, relating to Lessee's option to terminate the lease are hereby
revoked and the following terms and conditions are hereby substituted:
Subsequent to March 31, 1993, Lessee shall have the following month of
April, 1993, in which to make an election to terminate the lease effective
midnight March 31, 1994. This election must be in writing, with a copy
sent to Lessor's underlying first mortgagee. The lessee shall also be
required to pay a cancellation fee equal to one year's rent based on the
rental due and owing under the terms of the lease and this modification.
The fee shall be based on the rental and any required tenant charges for
the twelve (12) months immediately preceding the effective termination
date. The effective termination date in the event of election would be
midnight March 31, 1994. To make the election effective, the fee must be
paid to Lessor on or before the effective termination date. The payment of
this cancellation fee shall not relieve the Lessee of its obligations
under the terms of the lease and is in addition to any rental or other
charges due pursuant to the lease and this modification. Time is of the
essence with respect to the exercise of the election to terminate the
lease and pay the cancellation fee. The election and the cancellation fee
must be personally delivered to, or sent postage prepaid, to one of the
managing partners of
-4-
Lessor at the address of the partnership where the rent is then being
paid.
5. In the event that the interest rate required to paid by Lessor on the
indebtedness incurred to finance the additional improvements currently evidenced
by a second mortgage at any time during the term of this lease exceeds the rate
of ten (10%) percent per annum, the annual base rental shall be increased by the
sum of Four Thousand Dollars ($4,000.00), payable in monthly installments for
each fifty (50) basis points of increase in the interest rate over ten (10%)
percent per annum. Said rental increase shall become effective the month
following the effective date of the mortgage rate adjustment. In the event that
the annual base rental is increased at any time during the term of this lease as
a result of this paragraph, should there subsequently be a decrease in the same
mortgage interest rate, the annual base rental shall correspondingly be
decreased, except that in no event shall such rent be less than Ninety-six
Thousand Two Hundred Fifty Dollars ($96,250.00) per annum. Written evidence of
adjustments in the Lessor's mortgage rate shall be furnished to Lessee within
ten (10) days of receipt from Lessor's mortgagee.
6. All of the terms and conditions of the lease of April 27, 1984, not in
conflict or superseded by the terms of this modification of lease are hereby
ratified, approved and confirmed and all of Lessor's and Lessee's rights, duties
and obligations as set forth in the lease of April 27, 1984, shall be
-5-
in effect and apply to the landlord-tenant relationship between the parties
governing the additional improvements.
IN WITNESS WHEREOF, the Lessor and Lessee have caused this lease agreement
to be executed by the persons duly authorized on the day and year first above
written.
PERCOM INVESTMENT COMPANY,
A General Partnership, Lessor
By /s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx, Authorized Partner
By /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Xxxx X. Xxxxxxxx, Authorized Partner
PAYCO AMERICAN CORPORATION, Lessee
By /s/ Xxxxxx Punches
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President
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