EXHIBIT 10.21
XXXXXXXX PLAZA
OFFICE BUILDING THREE
LEASE
BY AND BETWEEN
XXXXXX X. XXXXXXX, XX.
AND
XXXXXXX X. XXXXXXX
LANDLORD
AND
IRON AGE CORPORATION
TENANT
March 1, 1993
TABLE OF CONTENTS
Title Page
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PARTIES..................................................................... 5
PREMISES.................................................................... 5
TERM........................................................................ 5
RENEWAL OPTION.............................................................. 5
HOLDING OVER................................................................ 6
RENT........................................................................ 6
RENTAL ADJUSTMENTS FOR EXPENSES............................................. 7
LANDLORD'S RECORDS.......................................................... 10
SECURITY DEPOSIT............................................................ 11
USE OF PREMISES............................................................. 11
CONSTRUCTION OF PREMISES.................................................... 11
ALTERATIONS................................................................. 11
BUILDING SERVICES........................................................... 13
ASSIGNMENT AND SUBLETTING................................................... 16
LANDLORD'S INDEMNIFICATION.................................................. 25
FIRE OR OTHER CASUALTY...................................................... 26
SUBORDINATION APPROVAL AND ATTORNMENT....................................... 27
EMINENT DOMAIN.............................................................. 28
ESTOPPEL CERTIFICATE........................................................ 29
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BANKRUPTCY.................................................................. 29
DEFAULTS AND REMEDIES....................................................... 30
NON-WAIVER.................................................................. 34
RELOCATION OF TENANT........................................................ 35
QUIET ENJOYMENT............................................................. 35
AVOIDABLE DELAY............................................................. 35
SUCCESSORS.................................................................. 36
GOVERNING LAW............................................................... 36
SEVERABILITY................................................................ 36
CAPTIONS.................................................................... 36
GENDER...................................................................... 36
NOTICES..................................................................... 37
BROKERS..................................................................... 37
EXECUTION................................................................... 37
MODIFICATIONS............................................................... 37
SIGNAGE..................................................................... 38
REPRESENTATIONS BY LANDLORD................................................. 38
ENTIRE AGREEMENT............................................................ 39
EXHIBITS
--------
FLOOR PLAN......................................................................
LANDLORD'S WORK........................................................... 1 - 4
CLEANING SPECIFICATIONS................................................... 1 - 2
RULES AND REGULATIONS..................................................... 1 - 4
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LEASE
PARTIES 1. THIS LEASE is made as of the 1st, day of March, 1993,
between Xxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxxxxx,
having their principal office at 000 Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (hereinafter collectively
called "Landlord") and Iron Age Corporation, having its
principal office at Xxxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxx
00 and Park Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000
(hereinafter called "Tenant").
PREMISES 2. Landlord hereby leases to Tenant and Tenant hereby hires
from Landlord that certain space ("Premises") containing
approximately seventeen thousand (17,0000 rentable square
feet, as shown on the Plan attached hereto as Exhibit A, in
the building ("Building") known as Xxxxxxxx Xxxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000,
sometimes referred to as "Land and Building".
Landlord and Tenant agree to execute an addendum to the
Lease specifying the exact rentable area contained in the
Premises, as certified by Landlord's Architect, prior to
Tenant's occupancy. This addendum shall also specify the
exact Rent payable (both initial term and option period
Rent), and Tenant's exact proportionate share.
TERM 3. The term of this Lease and Tenant's obligation to pay rent
hereunder shall commence on May 1, 1993 (the "Commencement
Date"). Possession of the Premises will be tendered upon
substantial completion of the construction work and other
items of work which Landlord is obligated to perform under
Section 11 hereof. The term "substantial completion" as used
in this Lease, shall be construed to mean such completion as
shall enable Tenant to reasonably and conveniently use and
occupy the Premises for the conduct of its ordinary
business, even though minor details, decorations, and/or
mechanical adjustments may remain to be completed by
Landlord. The term of this Lease shall end at midnight on
April 30, 1999, unless sooner terminated, as hereinafter
provided.
RENEWAL
OPTION 4. Provided Tenant is not in default under this Lease, upon one
hundred eighty (180) days' prior written notice, Tenant
shall have the option to extent the term of the Lease for
two (2) five (5) year
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periods. The Rent shall be Two Hundred Ninety-Seven Thousand
Five Hundred and 00/100 (297,500.00) Dollars annually during
the first five (5) year extension and Three Hundred Thirty-
Five Thousand Seven Hundred Fifty and 00/100 ($335,750.00)
Dollars annually during the second five (5) year extension.
The Base Year shall be adjusted to 1999 for the first five
(5) year extension and 2004 for the second five (5) year
extension. All other terms and conditions of the Lease shall
remain in full force and effect.
HOLDING OVER 5. If Tenant retains possession of the Premises or any part
thereof after the termination of the term of this Lease by
lapse of time or otherwise, Tenant shall pay to Landlord
Rent at double the Basic Monthly Rent specified in Section 6
hereof, adjusted according to the provisions of Section 7
hereof, for each month or portion thereof Tenant thus
remains in possession, and, in addition thereto, shall pay
Landlord all reasonable damages sustained by reason of
Tenant's retention of possession. Such holding over shall
not constitute a renewal or extension of this Lease and such
tenancy shall continue until canceled by Landlord on ten
(10) week days' prior written notice.
RENT 6. Tenant shall pay to Landlord at its aforesaid principal
office or at such other place as Landlord may designate from
time to time, as Rent, the sum of Two Hundred Sixty Three
Thousand Five Hundred and 00/100 ($263,500.00) Dollars,
("Rent"), payable on or before the first week day of each
calendar month in equal monthly installments of Twenty One
Thousand Nine Hundred Fifty Eight and 33/100 ($21,958.33)
Dollars in United States currency ("Basic Monthly Rent"), in
advance and without demand, beginning at May 1, 1993 and
continuing until the expiration of said term, without any
deduction or set-off whatsoever. Tenant hereby covenants and
agrees to pay the Rent hereby reserved as and when due, and
also all other sums of money, rental adjustments, charges or
other amounts required to be paid by Tenant to Landlord or
to another person under this Lease, which shall be deemed to
be additional rent to be paid in addition to the Rent
provided for herein ("Additional Rent"). Nonpayment of such
Additional Rent when due shall constitute a default under
this Lease to the same extent, and shall entitle the
Landlord to the same remedies, as nonpayment of Rent.
Notwithstanding the foregoing, Tenant shall receive an
abatement of Basic Monthly Rent for May 1993, May 1994, and
May 1995.
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RENTAL
ADJUSTMENTS
FOR EXPENSES 7. In addition to the Rent, provided in Section 6, Tenant shall
pay to Landlord, as Additional Rent, Tenant's proportionate
share of the increased cost to Landlord, for each of the
categories enumerated below, in excess of the "Base Year"
costs (as hereinafter defined) for said categories. Base
Year shall be defined as the calendar year 1993, and
Tenant's proportionate share shall be defined as the ratio
that the rentable area of the Premises bears to the rentable
area of the Building, which Tenant and Landlord hereby agree
to be 33.1 percent.
(a) Operating and Maintenance Costs - If the Operating and
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Maintenance costs incurred for the Building in which
Premises are located (including landscaped areas, parking
and access areas) for any calendar year, or proportionate
part thereof, during the Lease term shall be greater than
the Base Year operating and maintenance costs, then Tenant
shall pay to Landlord, as Additional Rent, its proportionate
share of all such excess operating and maintenance costs.
Operating and Maintenance costs shall be defined as (i) all
those costs and expenses of every kind and character
incurred during each calendar year in respect to the
operation, management and maintenance of the Building in
accordance with accepted principals of sound management and
accounting practices as applied to the operation, management
and maintenance of first class office buildings, including
without limitation, (i) premiums for all property, business
income and liability insurance carried by Landlord plus (ii)
those additional expenses which Landlord reasonably
determines it would have so incurred during each year had
the Building been one hundred percent (100%) occupied. Such
Operating and Maintenance costs shall not include (i)
expenses for any capital improvements made to Land or
Building (except that capital expenses for improvements
which result in savings of labor or other operating costs
shall be included at the cost of such improvements amortized
over the useful life of the improvement); (ii) expenses for
repairs or other work occasioned by fire, windstorm or other
insured casualty; (iii) expenses incurred in leasing or
procuring new tenants (i.e., lease commissions, advertising
expenses of renovating space for new tenants); (iv) legal
expenses in enforcing the terms of any lease;
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and (v) interest or amortization payments on any mortgage or
mortgages.
Landlord shall determine and provide Tenant a written
statement, within a reasonable amount of time after the end
of the calendar year identified herein as the Base Year, of
the actual operating expenses incurred for the Building for
the Base Year. Each calendar year thereafter, Landlord will
again provide Tenant a written statement of the actual
operating expenses incurred during the preceding calendar
year and a reconciliation of those expenses versus the Base
Year expenses. This statement will indicate the total amount
of (a) Additional Rent due and payable by Tenant for the
excess operating expenses incurred for the Building for the
preceding calendar year, if any, and (b) the projected
increase in operating expenses for the ten current calendar
year. Tenant shall thereafter pay to Landlord, on the first
day of each succeeding month on the then current calendar
year, one-twelfth (1/12) of said projected increase in
operating expenses as Additional Rent. In each of the
following calendar years, upon notification by Landlord to
Tenant of the projected Additional Rent to be payable by
Tenant for the then current calendar year, such Additional
Rent shall be payable in like manner. All amounts due by
Tenant for the preceding calendar year are payable within
thirty (30) days from the date of the sending such statement
by Landlord to Tenant. If the last year of the Term of this
Lease shall not be a full calendar year, then Tenant's
obligation for Operating Expenses attributable to such year
shall be prorated on the basis of the ratio between the
number of days of such calendar year falling within the
Lease Term and 365.
(b) Taxes - If the real estate taxes for the Building in
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which the Premises are located for any calendar year, or
proportionate part thereof, during the Lease term shall be
greater than the Base Year real estate taxes, then Tenant
shall pay Landlord, as Additional Rent, its proportionate
share of all such excess real estate taxes.
"Taxes" are defined for purposes of this Lease as including,
but not limited to (i) Real Property Taxes in an amount
obtained by multiplying the assessed values of the Xxxxxxxx
Plaza Three Office Building for such year by the then
applicable respective tax rates (millage) for land and for
buildings, and Personal Property Taxes, ad valorem or
specific or otherwise, levied upon, or with respect to land
and Landlord and/or Tenant improvements
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comprising of any furniture, fixtures, machinery, and
equipment used in the operation of Building; (ii)
assessments (on the same schedule of payments incurred by
Landlord), general or special (whether or not for work
commenced or completed during the term of this Lease), ad
valorem or specific or otherwise, levied, upon, or with
respect to land and Landlord and/or Tenant improvements
comprising of any furniture, fixtures, machinery and
equipment used in operation of Building; (iii) any tax or
excise in addition thereto or substitution thereof levied by
any governmental authority upon or in respect or by reasons
of ownership, leasing, operation or occupancy of Building,
and incurred by Landlord, and any tax against Landlord on
rents and/or additional rents from Building, including,
without limitation, the Pittsburgh Business Privilege Tax
(but excluding income and excess profits taxes, franchise,
capital stock, and inheritance taxes, and licenses,
inspection, and permit fees); (iv) any water charges and/or
sewer rents which may be assessed, levied, confirmed, or
imposed or in respect of or be a lien upon Building; and (v)
any and all fees, costs, and reasonable expenses incurred by
Landlord in negotiating, appealing, or contesting any of the
foregoing items specified above in (i) through (iv).
Landlord shall determine and provide Tenant a written
statement, within a reasonable amount of time after the end
of the calendar year identified herein as the Base Year, of
the actual tax expense incurred for the Building for the
Base Year. Each calendar year thereafter, Landlord will
again provide Tenant a written statement of the actual tax
expense incurred for the Building during the preceding
calendar year and a reconciliation of those tax expenses
versus the Base Year expenses. This statement will indicate
the total amount of (a) Additional Rent due and payable by
Tenant for the excess tax expense incurred for the Building
for the preceding calendar year, if any, and (b) the
projected increase in tax expense for the then current
calendar year. Tenant shall thereafter pay to Landlord, on
the first day of each succeeding month the then current
calendar year, one twelfth (1/12) of the projected
Additional Rent. In each of the following calendar years,
upon notification by Landlord to Tenant to the projected
Additional Rent to be payable by Tenant for the then current
calendar year, such Additional Rent shall be payable in a
like manner. All amounts due from Tenant for the preceding
calendar year are payable within thirty (30) days from the
date of the sending of such statement by Landlord to Tenant.
If the last year
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of the Term of this Lease shall not be a full calendar year,
then Tenant's obligation for Taxes attributable to such year
shall be prorated on the basis of the ratio between the
number of days of such calendar year falling within the
Lease Term and 365.
LANDLORD'S
RECORDS 8. Landlord shall maintain records respecting Taxes and
Operating expenses and determine the same in accordance with
sound accounting and management practices, consistently
applied. Although this Lease contemplates the computation of
Taxes and Operating Expenses on a cash basis, Landlord shall
make reasonable and appropriate accrual adjustments to
ensure that each calendar year, including the Base Year,
includes substantially the same recurring items. Landlord
reserves the right to change to a full accrual system of
accounting so long as the same is consistently applied and
Tenant's obligations are not materially adversely affected.
Tenant or its representative shall have the right to examine
such records upon reasonable prior notice specifying such
records Tenant desires to examine, during normal business
hours at the place or places where such records are normally
kept by sending such notice no later than fifteen (15) days
following the furnishing of the Statement. Tenant may take
exception to matters included in Taxes or Operating
Expenses, or Landlord's computation of Tenant's
Proportionate Share of either, by sending notice specifying
such exception and the reasons therefor to Landlord not
later than thirty (30) days after Landlord makes such
records available for examination. Such Statement shall be
considered final, except as to matters to which exception is
taken after examination of Landlord's records in the
foregoing manner and within the foregoing times. Tenant
acknowledges that Landlord's ability to budget and incur
expenses depends on the finality of such Statement, and
accordingly agrees that time is of the essence of this
Paragraph. If Tenant takes exception to any matter contained
in the Statement as provided herein, Landlord shall refer
the matter to an independent certified public accountant,
whose certification as to the proper amount shall be final
and conclusive as between Landlord and Tenant. Tenant shall
promptly pay the cost of such certification unless such
certification determines that Tenant was overbilled by more
than two percent (2%). Pending resolution of any such
exceptions in the foregoing manner, Tenant shall continue
paying Tenant's Proportionate Share of Taxes and
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Operating Expenses in the amounts determined by Landlord,
subject to adjustment after any such exceptions are so
resolved.
SECURITY
DEPOSIT 9. INTENTIONALLY OMITTED.
USE OF
PREMISES 10. Tenant shall use and occupy the Premises, subject to the
certificate of occupancy for the building, for general
office use. Tenant shall not use or occupy the premises for
any other purposes or business without the prior written
consent of Landlord. Tenant shall observe and comply with
all applicable governing laws, statutes, ordinances, rules,
regulations and the Rules and Regulations attached hereto as
Exhibit "D" and made part hereof. All such Rules and
Regulations shall apply equally to Tenant and its employees,
agents, licensees, invitees, subtenants, contractors,
subcontractors and assignees, as well as all other tenants
of the Building, and their employees, agents, licensees,
invitees, subtenants, contractors, subcontractors and
assignees.
CONSTRUCTION
OF PREMISES 11. Landlord shall, without cost to Tenant, do that portion of
the construction and other items of work in Premises and
furnish those qualities and quantities of materials
designated as "Landlord's Work" in Exhibit "B" attached
hereto and made a part hereof.
Additionally, Landlord shall perform, or cause to be
performed all of those additional items of work and shall
furnish or cause to be furnished all of those additional
items of materials specified by Tenant which are over and
above those items of work and qualities and quantities of
materials which Landlord is required to perform or furnish,
under exhibit "B". Tenant shall pay Landlord for the cost of
such additional work and materials, plus normal building and
construction fees within thirty (30) days of the date of
Landlord's invoice for such additional work.
ALTERATIONS 12. Tenant shall make no alterations, installations, additions,
improvements or changes in or to the Premises without the
prior written consent of Landlord, which consent will not be
unreasonably withheld or delayed. Subject to obtaining the
prior written consent of Landlord and subject to the
provisions of this
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Section 12, Tenant at Tenant's own expense, may make
alterations, installation, additions, improvements, changes
in or to the Premises which are nonstructural and which do
not affect utility services or distribution systems,
mechanical systems, or plumbing, electrical or sprinkler
lines.
Failure to obtain such consent or violation by Tenant of any
of the terms or conditions of such consent or of this
Section 12 shall constitute a default and breach of this
Lease by Tenant, and Landlord may pursue any or all of the
remedies provided for in this Lease. If Landlord grants such
consent, Tenant, at least fifteen (15) days before
commencement of any work or delivery of materials to the
Premises or Building, shall furnish to Landlord plans and
specifications, necessary approvals and permits, names and
addresses of all contractors and subcontractors, and
indemnification in form and amount satisfaction to Landlord.
Tenant shall perform or cause to be performed such work in
such a manner so as not to interfere with or impair the use
and enjoyment of any other portion of the Building by
Landlord and/or other tenants and, if required by Landlord,
in its sole discretion, Tenant shall do or cause such work
to be done after normal business hours and on weekends and
holidays. All such alterations, installations, additions,
improvements, or changes, along with the construction and
other items of work done pursuant to Section 11 hereof,
shall become a part of the Premises when made and shall
remain upon and be surrendered with the Premises at the end
of the term, provided, however, that if prior to the
termination of this Lease by lapse of time or otherwise, or
within fifteen (15) days thereafter, Landlord so directs by
written notice to Tenant, Tenant shall promptly remove the
alterations, installations, additions, improvements or
changes which were placed in the Premises by Tenant and
which are designated in said notice. Tenant shall repair any
damage occasioned by such removal and repairs at Tenant's
expenses. Tenant agrees to hold Landlord forever harmless
from and to indemnify Landlord for and defend Landlord
against any and all claims and liabilities of every kind and
description which may arise out of or be connected in any
way with said improvements, installations, alterations,
additions or changes. Tenant shall pay the cost of such
improvements, installations, alterations, additions or
changes, and also the cost of decorating or redecorating the
Premises and the Building occasioned by such improvements,
installations, alterations, additions, or changes. Tenant
hereby
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covenants and agrees not to place or permit to be placed any
lien or liens on or against the Premises, the Land and/or
the Building. Further, Tenant does hereby waive, relinquish
and disclaim any right or power to cause any lien to attach
to the Landlord's interest in the Premises, the Land and/or
the Building, and Tenant does hereby agree to hold harmless,
indemnify and defend Landlord from and against any such lien
or liens. Tenant agrees to pay all sums of money in respect
of any labor, services, materials, supplies or equipment
furnished or alleged to have been furnished to Tenant in or
about the Premises, Land and/or Building which may be
secured by any mechanic's, materialmen's or other premises
liens against the Land and/or Building or the Landlord's
interest therein and will cause each such lien to be
discharged at the time performance of any obligation secured
thereby matures, provided that Tenant may contest such lien,
but if such lien is reduced to final judgment or process
thereon is not stayed, or if stayed and said stay expires,
then and in each such event Tenant shall forthwith pay and
discharge said judgment. Landlord shall have the right to
post and maintain on the Premises, notices of non-
responsibility under the laws of the Commonwealth of
Pennsylvania. Upon completing such improvements,
installations alterations, additions or changes, Tenant
shall furnish Landlord with contractors' affidavits and full
and final waivers of lien and receipted bills covering all
labor and materials expended and used. All such
improvements, installations, alterations, additions or
changes shall comply with all insurance requirements and
with all laws, ordinances, rules and regulations of all
governmental authorities, and shall be constructed in good
and workmanlike manner, and only good grades of materials
shall be used. Tenant shall permit Landlord to inspect
construction operations in connection with such work. If
Tenant desires signal, communications, alarm or other
utility service connections installed or changed, the same
may, at Landlord's option, be provided by Landlord at the
expense of Tenant.
BUILDING
SERVICES 13. Landlord shall provide the following services and facilities
for a one shift operation only:
(a) Air conditioning, ventilation and heating during the
hours from 8:00 a.m. to 6:00 p.m. on week days ("normal
business hours"), and at other hours as Tenant may request,
provided that
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such request shall be made prior to 12:00 o'clock noon in
the case of after-hours service on Monday through Friday and
prior to 12:00 o'clock noon on Friday for after-hours
service on weekends. Requests shall be made in writing and
delivered to the Building Maintenance Office in Xxxxxxxx
Plaza Office Building Two. Tenant shall pay to Landlord,
Landlord's cost for providing any after-hours service.
Landlord will establish the hourly cost of such service
including reasonable physical depreciation based upon the
anticipated operating life of the equipment at or prior to
the first Commencement Date, which cost is presently
estimated to be $25.00 per hour per floor, and shall from
time to time notify Tenant in writing of changes in such
cost. Landlord will render to Tenant and Tenant shall
promptly pay monthly bills for such service.
The air conditioning system will provide interior conditions
of 75 degrees Fahrenheit dry bulb and 50 percent relative
humidity when outside conditions are 90 degrees Fahrenheit
dry bulb and 75 degrees Fahrenheit wet bulb, except to the
extent such services shall be limited by any governmental
authority. The heating system for the Building shall be
capable of maintaining 70 degrees Fahrenheit based on
outdoor conditions of 7 degrees Fahrenheit, except to the
extent such services shall be limited by governmental
authority. Notwithstanding any limitation imposed by
governmental authority on the actual operation of the air
conditioning and heating system such systems, except during
periods to accommodate required maintenance and repairs,
shall at all times have the operating capabilities set forth
above.
Landlord will maintain the air conditioning systems, and
will use all reasonable care to keep the same in proper and
efficient operating condition; but Landlord will not be
responsible for the failure of the air conditioning system
to meet the requirements hereinbefore specified if such
failure results from the occupancy of the Premises by more
than an average of one person for each one hundred (10)
square feet of useable area or if Tenant installs and
operates machines, appliances and lighting fixtures,
including Building Standard lighting fixtures in the
ceiling, which exceed a total of three (3) xxxxx of
connected load per square foot of useable area.
Tenant agrees to cooperate fully with Landlord and to abide
by all the regulations and requirements which Landlord may
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reasonably prescribe for the proper functioning and
protection of the heating, ventilating and air conditioning
systems. Tenant also agrees to abide by all governmental
regulations regarding heating and cooling and agrees to
indemnify Landlord for any liabilities imposed upon landlord
for Tenant's failure to do so;
(b) Continuous passenger elevator service during week days
and hours, and service via at least one (1) car per elevator
bank at all other times;
(c) Janitor service, five (5) nights per week in accordance
with the Cleaning Specifications attached hereto as Exhibit
"C".
(d) Hot and cold water for Building Standard lavatory
facilities and cold water for drinking fountains. If Tenant
requires water for any additional purposes, Tenant shall pay
the cost thereof as shown on a meter to be installed and
maintained at Tenant's expense to measure such consumption.
(e) Relamping and reballasting in the common areas of the
Building. However, relamping and reballasting in Tenant's
Lease Premises shall be performed by Landlord at Tenant's
direction and at Tenant's sole cost and expense.
Rent includes consumption of electricity for Building
Standard level of illumination using fixtures installed in
the Premises and for normal small business machines
connected to Building Standard 120-volt, single phase
outlets week days during normal business hours, with a total
connected load of 5-1/2 xxxxx per square foot of useable
area or less. Tenant sh all pay Landlord as Additional Rent,
monthly in arrears for their consumption of electricity in
excess of 5-1/2 xxxxx per square foot of useable area at a
rate equal to Landlord's average cost per kilowatt hour for
the Building for each month. The amount of electrical
consumption in the Premises in excess of 5-1/2 xxxxx per
square foot of useable area shall be determined by
Landlord's reasonable estimate, or, if requested by Tenant,
by an engineering analysis and/or study, such analysis
and/or study to be at Tenant's cost. Landlord shall not e
liable for failure of and/or lack of supply in the electric
current not arising form Landlord's negligence.
Landlord shall not be liable to Tenant and there shall be no
abatement or diminution in Rent or additional Rent in the
event of
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the suspension, delay or stoppage for a period of thirty
(30) days or less of any of the services to be furnished and
provided by Landlord under this Lease, whenever occasioned
by reason of fire, storm, explosion, strike, lockout, labor
dispute, casualty or accident, lack or failure of sources of
supply or labor, energy or fuel (or inability in the
exercise of reasonable diligence to obtain any required
energy or fuel), acts of God or the public enemy, riots,
interferences by civil or military authorities in compliance
with the laws of the United States of America or with the
laws, orders or regulations of any governmental authority,
or by reason of any other cause beyond Landlord's control.
Furthermore, Landlord shall not be liable to Tenant, and
there shall be no abatement or diminution of Rent or
Additional Rent whatsoever in the event of the suspension,
delay or stoppage of any of the services to be furnished or
provided by Landlord under this Lease whenever occasioned by
emergency inspection, cleaning, repairs, replacements,
alterations, or improvements which, in Landlord's reasonable
judgment, are desirable or necessary to be made and Landlord
may suspend any such service until completion of any such
work, which Landlord covenants and agrees to use its best
efforts to complete in a timely manner.
ASSIGNMENT AND
SUBLETTING 14. Tenant shall not assign, transfer, mortgage or otherwise
encumber this Lease or sublet or permit to be occupied or
used by anyone other than Tenant or its employees all or any
part of the Premises without Landlord's prior written
consent, which Landlord agrees to not unreasonably withhold.
It will not be unreasonable for Landlord to withhold consent
if the reputation, financial responsibility, or business of
the proposed assignee or subtenant is unsatisfactory to
Landlord, or if Landlord deems such business not consonant
with that of other tenants in the Building, or if the
proposed assignee or subtenant is a present or former tenant
of the Building.
Such written request for Landlord's approval shall contain
(a) the name, address, and description of the business of
the proposed assignee or subtenant, (b) the proposed
assignee's or subtenant's most recent financial statement
and any other evidence of financial responsibility, (c) a
statement of the intended use of the Premises, and (d) the
terms and conditions of the proposed assignment or
subletting. Within thirty (30) days from receipt of such
request, Landlord shall grant or refuse consent.
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In responding to Tenant's request for consent to a proposed
subletting of all or part of the Premises, Landlord, in
addition to any other rights it may have hereunder, may
elect to require Tenant to execute, upon the same terms and
conditions as are contained in the proposed subletting, a
sublease (of that part of the Premises that Tenant proposes
to sublet to another) to a tenant then occupying space in
the Building for use by such tenant or by a subsidiary of or
affiliate of such tenant; or if the request is for consent
to a proposed assignment of lease, to terminate this Lease
and the term hereof, effective at the end of the third month
from the date when the request was received.
In the event that any subletting or assignment, even with
the consent of Landlord, results in rental income or other
charges in an amount greater than provided in this Lease,
attributable to the sublet or assigned space, then fifty
percent (50%) of such excess shall belong to Landlord and
shall be payable to Landlord as Additional Rent. Similarly,
in the event that Tenant hereunder should receive from its
subtenant or assignee any consideration for the making of
such subletting or assignment, even if such subletting or
assignment is consented to by Landlord, then fifty percent
(50%) of such consideration shall belong to Landlord and
shall be payable to Landlord as Additional Rent.
Each assignee shall assume, and be deemed to have assumed
this Lease and be and remain liable jointly and severally
with Tenant for all payments and for the due performance of
all terms, covenants and conditions herein contained on
Tenant's part to be paid and performed. No assignment shall
be binding upon Landlord unless the assignee shall deliver
to Landlord an instrument in recordable form containing a
covenant of assumption by the assignee, but the failure or
refusal of an assignee to execute the same shall not release
such assignee from its liability as set forth herein.
Any consent by Landlord shall not constitute a waiver of
strict future compliance by Tenant of the provisions of this
Section 14 or a release of Tenant from the full performance
by it of the covenants on its part herein contained.
Notwithstanding anything to the contrary contained above in
this Section, Landlord shall, at all times, retain the
absolute and unqualified right, to respond to Tenant's
request for consent to a
-13-
proposed subletting or assignment by electing to take back
the space proposed to be sublet or assigned, terminating the
Lease as to such space, and releasing Tenant from any
further liability under this Lease with respect to such
space.
Notwithstanding the foregoing, Landlord's consent is not
required for any assignment or subletting of the Lease by
Tenant to a member of Tenant's controlled group of
corporations as defined in Section 1563 of the Internal
Revenue Code 1986, as amended, or its successor statutory
provision. Likewise, Landlord's consent is not required for
an assignment or transfer by Tenant of the Lease to a third
party by virtue of a merger or consolidation as a matter of
law, nor to any assignment to a third party which purchases
substantially all the business assets of Tenant and which
continues to operate the same business as Tenant. Section 31
and 39 shall not apply to any assignment or subletting under
this clause. Notwithstanding the foregoing, Tenant shall at
all times remain jointly and severally liable to the
landlord for all rent payments for the remaining current
term of this Lease prior to any renewal or extension
thereof. Additionally, this clause is not intended to
relieve Tenant of its obligation to notify Landlord of any
such assignment or subletting regardless of the necessity of
Landlord's consent.
ACCESS TO
PREMISES 15. Landlord, its employees and agents shall have the right to
enter the Premises at all reasonable times for the purposes
of examining or inspecting the same, showing the same to
prospective purchasers, mortgagees, or tenants of the
Building, performing cleaning and maintenance, and making
such alterations, repairs, improvements or additions to the
Premises or the Building as Landlord may deem necessary or
desirable. If representatives of Tenant shall not be present
to open and permit entry into the Premises at any time when
such entry by Landlord is necessary or permitted hereunder,
Landlord, its employees and agents may enter by means of a
master key (or forcibly in the event of an emergency),
without liability of Landlord to Tenant and without such
entry constituting any eviction of tenant or termination of
this Lease.
REPAIRS 16. Landlord shall make all repairs necessary to maintain the
plumbing, air conditioning and electric systems, windows,
floors (excluding floor coverings), and all other items
which do not
-14-
constitute a part of the Premises and are installed or
furnished by Landlord, except repairs of Tenant's trade
fixtures and property and installations which tenant was
obligated to make or which was performed by Landlord or
others at Tenant's request. The cost of such repairs made by
landlord shall be included in "Operating and Maintenance
Expenses". It is provided however, that Landlord shall not
be obligated for any of such repairs until the expiration of
a reasonable period of time after receipt of written notice
from Tenant that such repairs are needed. In no event shall
Landlord be obligated under this Section to repair any
damage caused by any act, omission or negligence of the
Tenant or its employees, agents, invitees, licensees,
subtenants, contractors, subcontractors or assignees.
Tenant shall take good care of the Premises and the fixtures
and appurtenances therein. Tenant shall, at its sole cost
and expense, repair and replace all damage or injury to the
Premises and Building and to fixtures and equipment caused
by Tenant or its employees, agents, invitee, licensees,
subtenants, contractors, or subcontractors, or assignees as
the result of all or any of them moving in or out of
Building or by installation or removal of furniture,
fixtures or other property, which repairs and replacements
shall be in quality and class equal to the original,
undamaged condition. If Tenant fails to make such repairs or
replacements, the same may be made by Landlord and such
expense shall be collectible as Additional Rent and paid by
Tenant within thirty (30) days after rendition of a xxxx
therefor.
Landlord shall not be liable by reason of any inconvenience,
injury to, or interference with Tenant's business arising
from the making of any repairs, alterations, additions or
improvement in or to the Premises or the Land and Building
or to any appurtenances or equipment therein unless such
inconvenience, or injury or interference shall be occasioned
by the sole negligence of the Landlord, its agents,
servants, and/or employees. There shall be no abatement of
rent because of such repairs, alterations, additions or
improvements, except as may be specifically provided in
Section 21 hereof. Landlord covenants to use its best
efforts to implement such repairs, alterations, additions or
improvements in a timely manner.
-15-
SURRENDER
OF PREMISES 17. At termination of this Lease by lapse of time or otherwise,
Tenant shall surrender the Premises together with all
alterations, additions, and improvements thereto, in broom-
clean condition and in good order and repair, except for
ordinary wear and tear and damage for which Tenant is not
obligated to make repairs under this Lease, failing which
landlord may restore the Premises to such condition and
Tenant shall pay the cost thereof. Upon such termination all
installations, alterations, additions, hardware and
improvements, including partitions which may have been
installed by either Landlord or Tenant upon the Premises,
shall remain upon the Premises and shall be Landlord's
property, all without compensation, allowance, or credit,
except that Tenant's trade fixtures and furniture shall
remain tenant's property, and, if Tenant shall not then be
in default, Tenant shall have the right prior to such
termination to remove the same. It is further provided,
however, that (i) if prior to such termination or within
fifteen (15) days thereafter Landlord so directs by notice
to Tenant, Tenant shall also promptly remove such
installations, alterations, additions, hardware and
improvements placed in the Premises by Tenant and designated
in the notice, failing which Landlord may remove same and
Tenant shall pay the cost of such removal and of any
necessary restoration of the Premises; and (ii) Tenant shall
promptly repair any damage to the Premises caused by any
such removal by Tenant and shall restore the Premises to the
condition in which they were prior to the installation of
the items so removed. It is specifically agreed that
Tenant's covenants set forth in sub-sections (i) and (iii)
above shall survive the termination of this Lease.
TENANT EXPRESSLY WAIVES TO LANDLORD THE BENEFIT TO TENANT OF
68 P.S. SECTION 250.501, APPROVED APRIL 6, 1951, ENTITLED
"LANDLORD AND TENANT ACT OF 1951", AS MAY BE AMENDED FROM
TIME TO TIME, REQUIRING NOTICE TO QUIT UPON THE EXPIRATION
OF THE TERM OF THIS LEASE OR AT THE EXPIRATION OF ANY
EXTENSION OR RENEWAL THEREOF, OR UPON ANY EARLIER
TERMINATION OF THIS LEASE, AS HEREIN PROVIDED. TENANT
COVENANTS AND AGREES TO VACATE, PROVIDED. TENANT COVENANTS
AND AGREES TO VACATE, REMOVE FROM AND DELIVER UP AND
SURRENDER THE POSSESSION OF THE PREMISES TO LANDLORD
-16-
UPON THE EXPIRATION OF THE TERM OR UPON THE EXPIRATION OF
ANY EXTENSION OR RENEWAL THEREOF, OR UPON ANY EARLIER
TERMINATION OF THIS LEASE, AS HEREIN PROVIDED, WITHOUT SUCH
NOTICE, IN THE CONDITION AS REQUIRED ABOVE.
WAIVER OF
CLAIMS 18. Tenant agrees, to the extent not expressly prohibited by
law, that Landlord, its agents, employees and servants shall
not be liable for, and Tenant waives all claims against
Landlord, its agents, employees and servants for injury to
person or damage to property sustained by Tenant or any
other person occurring in or about the Land and Building or
the Premises, resulting directly or indirectly from any
existing or future condition, defect, matter or thing in the
Premises, the Land and Building or any part thereof ro from
equipment or appurtenances becoming out of repair or from
accident, or from any occurrence or act, or omission of any
tenant or occupant of the Building, or of any other person,
other than occasioned solely by the negligence of the
Landlord, its agents, servants and/or employees. This
Section 18 shall apply especially, but not exclusively, to
injury or damage caused as aforesaid or by the flooding of
basements or other subsurface areas or by refrigerators,
sprinkling devices, air-conditioning apparatus, water, snow,
frost, steam, excessive heat or cold, falling plaster,
broken glass, sewage, gas, odors, or noise, or the bursting
or leaking of pipes or plumbing fixtures, and shall apply
equally whether any such damage results from the act or
omission of other tenants or occupants in the Building or
any other persons, and whether such damage be caused by or
result from any thing or circumstance whether of a like or
wholly different nature.
TENANT LIABILITY
INDEMNIFICATION
INSURANCE 19. Tenant covenants and agrees to provide on or before the
commencement of the term and to keep in force during the
entire term of this Lease:
(a) comprehensive general liability insurance for the mutual
benefit of Landlord and Tenant naming Landlord as additional
insured relating to the Premises and its appurtenances in an
amount of not less than $1,000,000.00 in respect of personal
injury or death and of not less than $500,000.00 in respect
of
-17-
property damage, which insurance shall name Landlord as an
additional insured; (2) fire and extended coverage,
vandalism, malicious mischief and special extended coverage
insurance, if required, in an amount adequate to cover the
cost of replacement of all leasehold or building
improvements in the Premises which were originally
constructed or provided by or on behalf of Tenant, at
Tenant's cost, as well as the cost of replacement of all
fixtures, equipment, decoration, contents and personal
property therein; and (3) plate glass insurance with respect
to all plate and other glass in the Premises, if any. Tenant
agrees to deliver to Landlord at least fifteen (15) days
prior to the time such insurance is first required to be
carried by Tenant, and thereafter at least fifteen (15)
prior to the expiration of any such policy, either a
duplicate original or a certificate and true copy of all
policies procured by Tenant in compliance with its
obligations hereunder, together with evidence of payment
therefor. Tenant shall, within thirty (30) days after the
Commencement Date of the term, provide Landlord with a list
of all leasehold and building improvements in the Premises
and their value, and shall update the same throughout the
term of this Lease.
(b) All of the aforesaid insurance shall be written by one
(1) or more responsible insurance companies rated "A" or
better by A.M. Best Co.; all such insurance may be carried
under a blanket policy covering the Premises and any other
of Tenant's offices or properties and shall contain
endorsements that: (1) such insurance may not be canceled;
or failed to be renewed; or amended with respect to Landlord
and/or its designed(s), except upon ten (10) days prior
written notice to Landlord from the insurance company; and
(2) Tenant shall be solely responsible for payment of
premiums for such insurance. In the event Tenant fails to
furnish such insurance, the Landlord may obtain such
insurance and the premiums shall be deemed Additional Rent
to be paid by Tenant to the Landlord upon demand.
(c) The minimum limits of the comprehensive general
liability policy of insurance shall in no way limit or
diminish Tenant's liability under subsection (d) hereof and
shall be subject to increase at any time, and from time to
time, after the commencement of the third (3rd) year of term
hereof, if Landlord, in the exercise of its reasonable
judgment, shall deem the same necessary for adequate
protection. Within thirty (30) days after demand therefor by
Landlord, Tenant shall furnish
-18-
Landlord with evidence that such demand has been complied
with.
(d) Tenant will indemnify, save harmless, and defend
Landlord from and against any and all claims and demands in
connection with any accident, injury or damage whatsoever
caused to any person or property arising directly or
indirectly out of the business conducted in the Premises or
occurring in, on or about the Premises or any part thereof,
or arising directly or indirectly from any act or omission
of Tenant or any concessionaire or subtenant or their
respective licensees, servants, agents, employees, or
contractors, and from and against any and all costs,
expenses and liability incurred in connection with any such
claim or proceeding brought thereon. The comprehensive
general liability coverage maintained by Tenant pursuant to
subsection (a) above shall specifically insure the
contractual obligations of Tenant as set forth herein.
Landlord will indemnify, save harmless, and defend Tenant
from and against any and all claims and demands in
connection with any accident, injury or damage whatsoever
caused to any person or property arising directly or
indirectly out of the business conducted in the Premises or
occurring in, on or about the Premises or any part thereof,
or arising directly or indirectly from any act or omission
of Landlord or any concessionaire or subtenant or their
respective licensees, servants, agents, employees, or
contractors, and from and against any and all costs,
expenses and liability incurred in connection with any such
claim or proceeding brought thereon. The comprehensive
general liability coverage maintained by Landlord pursuant
to subsection (g) below shall specifically insure the
contractual obligations of Landlord as set forth herein.
(e) Tenant agrees, at its own cost and expense to comply
with all of the rules and regulations and recommendations of
the Fire Insurance Rating organization having jurisdiction
and any similar body. If, at any time and from time to time,
as a result of or in connection with any failure by Tenant
to comply with the foregoing sentence or any act of omission
or commission by Tenant, its employees, contractors or
licensees, or as a result of or in connection with the use
to which the Premises are put (notwithstanding that such use
may be for the purposes hereinbefore permitted or that such
use may have been consented
-19-
to by Landlord), the fire insurance rate(s) and/or rent
insurance rates applicable to the Premises, or the Building
in which same are located, or to any other premises in said
Building, or to any adjacent property owned or controlled by
Landlord or an affiliate of Landlord, and/or to the contents
in any or all of the aforesaid properties shall be higher
than which would be applicable for the least hazardous type
of occupancy legally permitted therein, Tenant agrees that
it will pay to Landlord, on demand, as Additional Rent, such
portion of the premiums for all fire insurance policies
and/or rent insurance in force with respect to the aforesaid
property and the contents or any occupancy thereof as shall
be attributable to such higher rate(s). If Tenant installs
any electrical equipment that overloads the lines in the
Premises or the Building in which the Premises are located,
Tenant shall, at its own cost and expense, promptly make
whatever changes are necessary to remedy such condition and
to comply with all requirements of the Landlord and the Fire
Insurance Rating organization and any similar body and any
governmental authority having jurisdiction thereof. For the
purpose of this paragraph, any finding or schedule of the
Fire Insurance Rating organization having jurisdiction
thereof shall be deemed to be conclusive. In the event that
this Lease so permits and Tenant engages in the preparation
of food or packaged foods or engages in the use, sale or
storage of flammable or combustible material, Tenant shall
install chemical extinguishing devices (such as ansul)
approved by the Fire Insurance Rating organization having
jurisdiction and shall keep such devices under service as
required by such organization. If gas is used in the
Premises, Tenant shall install gas cutoff devices (manual
and automatic).
(f) Each insurance policy carried by Landlord and/or Tenant
and insuring all or any part of the Building, the Premises,
including improvements, alterations and changes in and to
the Premises made by either of them and Tenant's trade
fixtures or contents therein, shall be written in a manner
to provide that the insurance company waives all right of
recovery by way of subrogation against Landlord and/or
Tenant, as the case may be, in connection with any loss or
damage to the Premises or the Building in which the Premises
are located, or to property or business caused by any of the
perils covered by fire and extended coverage, building and
contents, and business interruption insurance, for which
either party may be reimbursed as a result of insurance
coverage affecting any loss suffered by it; provided,
-20-
however, the foregoing waivers shall apply only to the
extent of any recovery made by the parties hereto under any
policy of insurance now or hereinafter issued. So long as
the policy or policies involved can be so written and
maintained in effect, neither Landlord nor Tenant shall be
liable to the other for any such loss or damage. In the
event of inability on the part of either party to obtain
such provision in its policy or policies with the carrier
with whom such insurance is then carried, or such carrier's
requiring payment of additional premium for such provision,
the party so affected shall give the other party written
notice of such inability or the increase in premium as the
case may be. The party to whom such notice is given shall
have fifteen (15) days from the receipt thereof within
which: (1) in the case of such inability on the part of the
other carrier, to procure from the aforesaid party's
insurance carrier in writing, at no increase in premium
over that paid theretofore by the party so affected, such
waiver of subrogation; (2) in the case of increased
premium, to pay the party so affected the amount of such
increase; (3) to waive, in writing, within the time limit
set forth herein, such requirement to obtain the aforesaid
waiver of subrogation. Should the party to whom such notice
is given fail to comply as aforesaid with the said fifteen
(15) day period, each and every provision in this
subsection (f) in favor of such defaulting party shall be
cancelled and of no further force and effect.
(g) Landlord agrees to maintain: (1) comprehensive general
liability insurance relating to the Building and its common
areas on an occurrence basis in the minimum amount of One
Million Dollars ($1,000,000.00); (2) fire and extended
overage insurance to the extent of the replacement value of
the Building and improvements originally constructed by
Landlord; (3) business income insurance ("rent insurance")
to the limit of the existing gross aggregate rent received
by Landlord for the Building. The cost of such insurance
shall be considered an operating expense of the Building.
LANDLORD'S
INDEMNIFICATION 20. In the event Tenant is legally obligated by order of the
courts under the Americans with Disabilities Act of 1991 to
make capital improvements or alterations to either the
Premises or the Building in order to remain in possession
of the Premises during the term of the Lease or any
extension thereof, Landlord will make said
-21-
capital improvements or alterations on account of Tenant at
Landlord's sole cost and expense. Notwithstanding the
foregoing, Landlord shall have the right to terminate this
Lease in lieu of completing said capital improvements or
alterations, in the event that less than one (1) year
remains in the term of the Lease at the date upon which the
court order becomes effective.
FIRE OR OTHER
CASUALTY 21. (a) Should the Premises (or any part thereof) be damaged or
destroyed by fire or other casualty insured under the
standard fire and casualty insurance policy with approved
standard extended coverage endorsement applicable to the
premises, Landlord shall, except as otherwise provided
herein, and to the extent it recovers proceeds from such
insurance, repair and/or rebuild the same with reasonable
diligence. Landlord's obligation hereunder shall be limited
to the Building and improvements originally provided by
Landlord at the Commencement Date of the term of this
Lease. Landlord shall not be obligated to repair, rebuild
or replace any property belonging to Tenant or any
leasehold or building improvements in the Premises which
were originally constructed or provided by or on behalf of
Tenant at Tenant's cost. If there should be a substantial
interference with the operation of Tenant's business in the
Premises as a result of such damage or destruction which
requires Tenant to temporarily close its business to the
public, the Rent shall xxxxx, but only to the extent of the
proceeds actually received by Landlord under its rent
insurance policy. Unless this Lease is terminated by
Landlord as hereinafter provided, Tenant shall, at its cost
and expense, repair, restore, redecorate and refixture the
Premises and restock the contents thereof in a manner and
to at least a condition equal to that existing prior to
such damage or destruction, except for the Building and
improvements to be reconstructed by Landlord as above set
forth, and the proceeds of all insurance carried by Tenant
on the property, decorations and improvements, as well as
fixtures and contents in the Premises, shall be held in
trust by Tenant for such purposes. Tenant agrees to
commence such work within ten (10) days after the date of
such damages or destruction or the date Landlord completes
any reconstruction required to be completed by it pursuant
to the above, whichever date is later, and Tenant shall
diligently pursue such work to its completion.
-22-
(b) Notwithstanding anything to the contrary contained in
the preceding subsection (a) or elsewhere in this Lease,
Landlord, at its option, may terminate this Lease on thirty
(30) days' notice to Tenant, given within ninety (90) days
after the occurrence of any damage or destruction if (1)
the Premises be damaged or destroyed as a result of a risk
which is not covered by Landlord's insurance, or (2) the
Premises be damaged and the cost to repair the same shall
be more than twenty-five percent (25%) of the cost of
replacement thereof, or (3) the Premises be damaged during
the last three (3) years of the term of this Lease, or (4)
the Building in which the Premises are located shall be
damaged to the extent of twenty-five percent (25%) or more
of the then monetary value thereof (whether the Premises be
damaged or not), or (5) if the Building in which the
Premises are located is damaged (whether or not the
Premises are damaged) to such an extent that, in the sole
judgment of Landlord the Building cannot be operated as an
integral unit.
(c) Except to the extent specifically provided for in this
Lease, none of the rentals payable by Tenant, nor any of
Tenant's other obligations under any provisions of this
Lease shall be affected by any damage to or destruction of
the Premises or Building by any cause whatsoever, and
Tenant hereby specifically waives any and all additional
rights it might otherwise have under any law or status.
SUBORDINATION
APPROVAL AND
ATTORNMENT 22. The Landlord reserves the right and privilege to subject
and subordinate this Lease at all times to the lien of any
mortgage or mortgagees now or hereafter placed upon
Landlord's interest in the said Premises and on the Land
and Building of which said Premises are a part, or upon any
buildings hereafter placed upon the Land on which the
Premises are located (the holder of any such mortgage
hereinafter referred to as mortgagee), and to any all
advances to be made under such mortgages, and all renewals,
modifications, extensions, consolidations and replacements
thereof.
Tenant covenants and agrees to execute and deliver, upon
demand, such further instrument or instruments
subordinating this Lease on the foregoing basis to the lien
of any such mortgage or mortgages as shall be desired by
the Landlord and any
-23-
mortgagees or proposed mortgages, and hereby irrevocably
appoints Landlord the attorney-in-fact of Tenant to execute
and deliver such instrument or instruments for and in the
name of Tenant in the event Tenant shall fail to execute
such instrument or instruments within ten (10) week days
after written notice to so do.
Tenant shall, in the event of the sale or assignment of
Landlord's interest in the Land and/or Building, or in the
event of any proceedings bought for the foreclosure of, or
in the event of the exercise of the power of sale under any
mortgage covering the Land and Building, attorn to and
recognize such purchaser or mortgagee as Landlord under
this Lease, and in any such events, Landlord named herein
shall not thereafter be liable on this Lease.
Notwithstanding the foregoing, any such subordination or
attornment document shall expressly provide that Tenant's
right to quiet possession of the Premises shall not be
disturbed or affected by any such mortgagee or purchaser so
long as Tenant is not in default under the Lease, and that
such mortgagee or purchaser shall be liable to Tenant for
all of Landlord's duties and obligations to Tenant under
the Lease.
EMINENT
DOMAIN 23. If the Land and/or Building, or any portion thereof which
includes a substantial part of the Premises or which
prevents the operation of the Building, shall be taken or
condemned by any competent authority for any public use or
purpose, the term of this Lease shall end upon, and not
before, the date when the possession of the part so taken
shall be required by the condemning authority for such use
or purpose, and without apportionment of the condemnation
award. Rent shall be apportionment as of the date of such
termination. If any condemnation proceeding shall be
instituted in which it is sought to take or damage any part
of the Land and/or Building, or if the grade of any street
or alley adjacent to the Building is changed by any
competent authority and such change or grade makes it
necessary or desirable to remodel the Building to conform
to the changed grade, Landlord shall have the right to
cancel this lease upon not less than ninety (90) days
notice prior to the date of cancellation designated in the
notice. No money or other consideration shall be payable by
Landlord to Tenant for the right
-24-
of cancellation, and Tenant shall have no right to share in
the condemnation award or in any judgment for damages
caused by such taking or change of grade.
However, provided that the amount can be definitely
ascertained in such proceedings, and be awarded separate
and apart, and not in diminution of any award to Landlord,
nothing hereinabove provided shall preclude Tenant from
appearing, claiming, providing and receiving in the
condemnation proceedings, Tenant's separate claim for
Tenant's moving expenses, the value of Tenant's fixtures,
or Tenant's alterations, installations and improvements
which do not become part of the Building, or property of
Landlord.
ESTOPPEL
CERTIFICATE 24. At any time, and from time to time, upon the written
request of Landlord or any mortgagee, Tenant, within ten
(10) week days of the date of such written request, agrees
to execute and deliver to Landlord and/or such mortgagee,
without charge and in a form satisfactory to Landlord
and/or such mortgagee, a written statement; (a) ratifying
this Lease, (b) confirming the commencement and expiration
dates of the term of this Lease; (c) certifying that Tenant
is in occupancy of the Premises, and that this lease is in
full force and effect and has not been modified, assigned,
supplemented, or amended, except by such writings as shall
be stated; (d) certifying that all conditions and
agreements under this Lease to be satisfied and performed
have been satisfied and performed, except as shall be
stated; (e) certifying that Landlord is not in default
under the Lease and there are not defenses or offsets
against the enforcement of this Lease by Landlord, or
stating the defaults and/or defenses claimed by Tenant; (f)
reciting the amount of advance Rent, if any, paid by Tenant
and the date to which Rent has been paid; (g) reciting the
amount of security deposited with Landlord, if any; and (h)
any other information which Landlord or the mortgagee shall
require.
BANKRUPTCY 25. If there shall be filed against Tenant, in any court,
pursuant to any statute, either of the United States or of
any state, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or
trustee of all or any portion of Tenant's property and
Tenant fails to secure a discharge thereof within thirty
(30) days from the date of such filing, or if Tenant shall
voluntarily file any such petition or make an assignment
for
-25-
the benefit of creditors or petition for or enter into an
arrangement, then, in any of such events, this Lease, at
the option of Landlord, may be cancelled and terminated.
Furthermore, if there shall be filed against Tenant's
guarantor or surety of this Lease, if any, a petition in
bankruptcy or insolvency or for reorganization or for the
appointment of a receiver or trustee of all or any portion
of the property of any such guarantor or surety, and such
guarantor or surety fails to secure a discharge thereof
within thirty (30) days from the date of such filing, or if
such guarantor or surety shall voluntarily file any such
petition or make an assignment for the benefit of creditors
or petition for or enter into an arrangement, this Lease,
at the option of Landlord, may be cancelled and terminated.
In the event of a termination of this Lease pursuant to
this Section, neither Tenant nor any person claiming
through or under Tenant (whether by virtue of any statute
or any order of any court or otherwise) shall be entitled
to acquire or remain in possession of the Premises, as the
case may be, and Landlord shall have not further liability
hereunder to Tenant or any other person and Tenant or any
other such person shall forthwith quit and surrender the
Premises. If this Lease shall be so cancelled or
terminated, Landlord, in addition to the other rights and
remedies of Landlord contained elsewhere in this Lease, or
under any statute or rule of law, may retain as liquidated
damages any Rent, or any other money received by Landlord
from Tenant or others on behalf of Tenant.
DEFAULTS
AND
REMEDIES 26. All rights and remedies of Landlord herein enumerated shall
be cumulative, and none shall exclude any other rights or
remedies allowed by law or in equity. The occurrence of any
of the following shall constitute a default and breach of
this Lease by Tenant:
(a) Tenant shall fail, neglect or refuse to pay any
installment of Rent or Additional Rent at the time and in
the amount as herein provided, or to pay any other monies
agreed by it to be paid promptly when and as the same shall
become due and payable under the terms hereof, and if any
such default should continue for a period of more than ten
(10) days; or if
(b) Tenant shall abandon or vacate the Premises, or shall
remove or attempt to remove or express or declare any
intention to
-26-
remove any of the goods and chattels from the Premises
(other than in the normal course of business), or shall
fail, neglect or refuse to keep and perform any of the
other covenants, conditions, stipulations or agreements
herein contained, and in the event any such default shall
continue for a period of more than ten (10) days after
notice thereof is given in writing to Tenant by Landlord
(provided, however, that if the cause for giving such
notice involves the making of repairs or other matters
reasonably requiring a longer period of time than said ten
(10) day period, Tenant shall be deemed to have complied
with such notice so long as it has commenced to comply with
said notice within said ten (10) day period and is
diligently prosecuting compliance of said notice); or if
(c) Tenant shall repeatedly be delinquent in the payment of
Rent or Additional Rent or other sums or charges due
Landlord under this Lease or shall repeatedly default in
the keeping, observing, or performing of any other
covenants or agreements herein contained to be kept,
observed or performed by Tenant (provided notice of such
payment or other defaults shall have been given to Tenant,
but irrespective of whether or not Tenant shall have timely
cured any such payment or other defaults of which notice
was given);
In the event of any such default or breach of this Lease by
Tenant, Landlord shall have the right and option to declare
the entire Rent and Additional Rent due for the balance of
the term hereof immediately due and payable by Tenant, and
shall have any or all of the remedies set forth, and
further, in the event of such default or breach of this
Lease by Tenant, Tenant does hereby:
1) authorize and fully empower Landlord or Landlord's agent
to cancel or annul this Lease at once and re-enter the
Premises and remove all persons and their property therein
and such property may be stored in a public warehouse or
elsewhere at the cost of the Tenant, all without service of
notice or resort to legal process and without being deemed
guilty of any manner of trespass and without prejudice to
any remedies which might otherwise be used by Landlord; 2)
empower any attorney of any court of record within the
United States or elsewhere to appear for Tenant and, with
or without declaration filed, confess judgment against the
Tenant, and in favor of Landlord, its heirs, devices,
executors,
-27-
administrators, successors or assigns, as of any term for
the sum due by reason of said default in the payment of
Rent, Additional Rent, or other sum of charges due Landlord
under this Lease, including unpaid Rent for the balance of
the term if the same shall have become due and payable
under the provisions of this Lease, and/or for the sums due
by reasons of any breach of covenant or agreement by Tenant
herein, with costs of suit and attorney's commission of
fifteen percent (15%) for collection, and forthwith issue
writ or writs of execution thereon, with release of all
errors, and without stay of execution, and inquisition and
extension upon any levy on real estate is hereby expressly
waived, and condemnation agreed to, and exemption of any
and all property from levy and sale by virtue of any
exemption law now in force or which may be hereafter passed
is also expressly waived by Tenant; further, at the option
of the Landlord, Tenant authorizes and employers any such
attorney, either in addition to or without such judgment
for the amount due according to the terms of this Lease, to
appear for said Tenant and confess judgment forthwith
against Tenant, and in favor of Landlord, in an amicable
action of ejectment for the Premises above described, with
all the same conditions, fees, releases, waivers of stay of
execution and waiver of exemption as accompany said
confession of judgment for money sums due; and authorizes
the entry of such action, confession of judgment therein,
and the Landlord may, without notice, reenter and expel the
Tenant from the Premises, and also any person holding under
him or them, and in each case, this Lease or a true copy
thereof shall be a sufficient warrant of any person.
Said authority to confess judgments hereunder shall not be
exhausted by any one exercise thereof, but judgment may be
confessed as aforesaid from time to time and as often as
any of said rent, additional rent or other charges reserved
as rent shall fall due or be in arrears and such powers may
be exercised as well after the expiration of the original
term or during any extension or renewal of this Lease. It
shall not be necessary for Landlord to file the original of
this Lease, but Landlord may file a true copy thereof at
the time of the entry of such judgment or judgments.
The Landlord may, however, at its options, at any time
after Tenant's default or violation of condition or
covenant, re-enter and take possession of said Premises and
remove any property
-28-
contained therein without such re-entry working as a
forfeiture of the Rents to be paid and the covenants,
agreements and conditions to be kept and performed by
Tenant for the full term of this lease. In such event,
Landlord shall have the right, but not the obligation, to
divide or subdivide the Premises in any manner Landlord may
determine and to lease or let the same or portions thereof
for such periods of time and at such rentals and for such
use and upon such covenants and conditions as Landlord may
elect, and its sole discretion, applying the net rentals
from such letting first to the payment of Landlord's
expenses incurred in dispossessing Tenant and the cost and
expense of making such improvements, alterations and
repairs in the Premises as may be necessary in order to
enable Landlord to re-let the same, and to the payment of
any brokerage commissions or other necessary expenses of
Landlord in connection with such re-letting. The balance,
if any, shall be applied by Landlord, from time to time, on
account of the payments due or payable by Tenant hereunder
with the right reserved to landlord to bring such action or
proceedings for the recovery of any deficits remaining
unpaid as Landlord may deem favorable from time to time
without obligation to await the end of the term hereof for
the final determination of Tenant's account. The failure or
refusal of Landlord to re-let the Premises or any part or
parts thereof shall not release or affect Tenant's
liability for damages. Landlord may make such alterations,
repairs, replacements and/or decorations in the Premises as
Landlord, in the Landlord's sole judgment, considers
advisable and necessary for the purpose of re-letting the
Premises; and the making of such alterations, repairs,
replacements, and/or decorations shall not operate or be
construed to release Tenant from liability hereunder as
aforesaid. Landlord shall, in no event, be liable in any
way whatsoever for failure to re-let the Premises, or, in
the event the Premises are re-let, for failure to collect
the rent hereof under such re-letting.
In the event any installment of Rent or Additional Rent
shall become overdue for a period in excess of ten (10)
days, a "Late Charge" in the amount of five percent (5%)
per month of such overdue installment may be charged to
Tenant by Landlord, which Late Charge shall be payable
monthly on the same day of the month as installments of
Rent and Additional Rent, until such overdue installment is
paid. This charge shall be in addition to, and not in lieu
of, any other remedy Landlord may have and is in addition
to any reasonable fees and charges of any agent or
-29-
attorneys which Landlord is entitled to employ on any
default hereunder, whether authorized herein, or by law.
In addition to the above described Late Charge, at
Landlord's option, any payment required to be made by
Tenant under the Provisions of this Lease not made by
Tenant when and as due shall thereupon be deemed to be due
and payable by Tenant to Landlord with interest thereon
from the date when the particular amount became due to the
date of payment thereof to Landlord. The aforesaid interest
shall be at the then applicable prime interest rate plus
two percent (2%) per annum, announced from time to time by
Mellon Bank, N.A. at its principal office in Pittsburgh,
Pennsylvania.
In the event of a breach or threatened breach by Tenant of
any of the covenants or provisions of this Lease, Landlord
shall have the right of injunction and the right to invoke
any remedy allowed at law or in equity as if re-entry,
summary proceedings and other remedies were not herein
provided for. Mention in this Lease of any particular
remedy shall not preclude Landlord from any other remedy,
in law or in equity. Tenant hereby expressly waives any and
all rights or redemption granted by or under any present or
future laws in the event of Landlord's obtaining possession
of the Premises, by reason of the violation by Tenant of
any of the covenants and conditions of this Lease or
otherwise; and further expressly waives service of any
notice of Landlord's intention to re-enter.
NON-WAIVER 27. The failure or delay on the part of either party to enforce
or exercise at any time any of the provisions, rights or
remedies in this Lease shall in no way be construed to be a
waiver thereof, nor in any way to affect the validity of
this Lease or any part thereof, or the right of the party
to thereafter enforce each and every such provision, right
or remedy. No waiver of any breach of this Lease shall be
held to be a waiver of any other or subsequent breach. The
receipt and acceptance by Landlord of Rent or Additional
Rent at a time when the payment of such Rent or Additional
Rent is in default under this lease shall not be construed
as a waiver of such default. The receipt and acceptance by
Landlord of a lesser amount than the Rent or Additional
Rent due shall not be construed to be other than a payment
on account of the Rent or Additional Rent then due, nor
shall any statement on Tenant's check or any letter
accompanying
-30-
Tenant's check be deemed an accord and satisfaction, and
Landlord may accept such payment without prejudice to
Landlord's right to recover the balance of the Rent or
Additional Rent due or to pursue any other remedies
available under law or provided in this Lease. No act or
thing done by Landlord or Landlord's agents or employees
during the term of this Lease shall be deemed an acceptance
of a surrender of the Premises, and no agreement to accept
such a surrender shall be valid unless in writing and signed
by Landlord.
If there be any agreement between Landlord and Tenant
providing for the cancellation of this Lease upon certain
provisions or contingencies, and/or an agreement for the
renewal hereof at the expiration of the term first above
mentioned, the right to such renewal or the execution of a
renewal agreement between Landlord and Tenant prior to the
expiration of such first mentioned term shall not be
considered an extension thereof or a vested right in tenant
to such further term, so as to prevent Landlord from
cancelling this Lease and any such extension thereof
pursuant to Landlord's exercising any remedies provided
herein or at law in the event of a default by Tenant during
the remainder of the original term. Such privilege, if and
when so exercised by Landlord, shall cancel and terminate
this Lease and any such renewal or extension previously
entered into between Landlord and Tenant or the right of
Tenant to any such renewal or extension; any right herein
contained on the part of Landlord to cancel this Lease shall
continue during any extension or renewal hereof; and any
option on the part of Tenant herein contained for an
extension or renewal hereof shall not be deemed to give
Tenant any option for a further extension beyond the first
renewal or extended term.
RELOCATION OF
TENANT 28. INTENTIONALLY OMITTED.
QUIET
ENJOYMENT 29. If and so long as Tenant pays the Rent and Additional Rent
reserved hereunder and observes and performs all of the
covenants, conditions and provisions on Tenant's part to be
observed and performed hereunder, Tenant shall and may
peaceably and quietly have, hold and enjoy the Premises for
the entire term hereof, subject to all provisions of this
Lease.
-31-
UNAVOIDABLE
DELAY 30. In the event that either party shall be delayed or hindered
in, or prevented from the performance of any work, service
or other acts required under this Lease to be performed by
such party, and such delay or hinderance is due to strikes,
lockouts, acts of God, governmental restrictions, enemy act,
civil commotion unavoidable fire or other casualty, or other
causes of a like nature beyond the control of the party so
delayed or hindered, then performance of such work, service
or other act shall be extended for a period equivalent to
the period of such delay. In no event shall such delay
constitute a termination of this Lease, or any extension
thereof. The provisions of this Section shall not operate to
excuse Tenant from the prompt payment of Rent and/or
Additional Rent, including such pro rata payments of Rent
and/or Additional Rent as may be due under any Section
hereby after the commencement of the term.
SUCCESSORS 31. The respective rights and obligations provided in this Lease
shall bind and shall inure to the benefit of the parties
hereto, their legal representatives, heirs, successors and
assigns; provided however, that no rights shall inure to the
benefit of any successor or assign of Tenant unless
Landlord's written consent for the transfer to such
successor or assign has first been obtained as provided in
Section 14.
GOVERNING
LAW 32. This Lease shall be construed, governed and enforced in
accordance with the laws of the Commonwealth of
Pennsylvania.
SEVERABILITY 33. If any provisions of this Lease shall be held to be invalid,
void or unenforceable, the remaining provisions hereof shall
in no way be affected or impairs and such remaining
provisions shall remain in full force and effect.
CAPTIONS 34. Marginal captions and titles and the table of contents to
this Lease are for convenience and reference only, and are
in no way to be construed as defining, limiting or modifying
the scope or intent of the various provisions of this Lease.
GENDER 35. As used in this Lease, the word "person" shall mean and
include, where appropriate, an individual, corporation,
partnership or other entity; the plural shall be substituted
for the singular, and
-32-
the singular for the plural, where appropriate, and words of
any gender shall mean and include any other gender.
NOTICES 36. All notices required or permitted hereunder shall be deemed
delivered and sufficiently given if sent by registered or
certified mail, return receipt requested addressed to the
Landlord or Tenant, as the case may be, as follows:
TO LANDLORD: Xxxxxx X. Xxxxxxx, Xx. and
Xxxxxxx X. Xxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
TO TENANT: Iron Age Corporation
Xxxxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxx 00 & Park Manor Drive
Pittsburgh, Pennsylvania 15205
Either party may change its address by written notice so
given to the other.
BROKERS 37. Tenant represents to Landlord that Tenant has not entered
into any agreement with a broker (relative to the making of
this Lease) committing the Landlord to pay the commission of
such broker. Tenant agrees that should any claim be made
against Landlord for any broker's commission by reason of
the acts of Tenant, Tenant shall indemnify and hold Landlord
free and harmless from and against any and all liability and
expenses in connection therewith. Landlord represents to
Tenant that Xxxxx & Xxxxx Company will be paid a commission
relative to the making of this Lease.
EXECUTION 38. This Lease shall become effective only when it has been
signed by a duly authorized officer or representative of
each of the parties and delivered to the other party. This
Lease is being executed simultaneously in three (3)
counterparts, of which one (1) shall be delivered to Tenant.
Each of such fully executed counterparts shall be deemed
original and it shall not be necessary in making proof of
this Lease to produce or account for more than one (1) such
counterpart.
MODIFICATIONS 39. If, in connection with obtaining financing or refinancing
for the Building of which the Premises form a part, a
banking, insurance
-33-
or other institutional lender shall request reasonable
modifications that do not increase the obligations of Tenant
hereunder (except, perhaps, to the extent that Tenant may be
required to give notices of any defaults by landlord to such
lender and/or permit the curing of such defaults by such
lender together with the granting of such additional time
for such curing as may be required for such lender to get
possession of the said Building), and do not materially
adversely affect the leasehold interest hereby created, then
in such event, Tenant agrees to execute and deliver such
modification. In no event shall a requirement that the
consent of any such lender be given for any modification of
this Lease or for any assignment or sublease, be deemed to
materially adversely affect this Lease or leasehold interest
created by this Lease.
RULES AND
REGULATIONS 40. Tenant and Tenant's servants, employees, agents, visitors
and licensees shall observe faithfully, and comply strictly
with, the Rules and Regulations, attached hereto and market
as Exhibit "D", and such other and further reasonable Rules
and Regulations as Landlord or Landlord's agents may, after
notice to Tenant, from time to time adopt. Nothing contained
in this Lease shall be construed to impose upon Landlord any
duty or obligation to enforce the Rules and Regulations or
terms, covenants or conditions in any other Lease, as
against any other tenant and Landlord shall not be liable to
Tenant for violation of the same by any other tenant, its
servants, employees, agents, visitors or licensees.
SIGN AGE 41. Landlord hereby covenants that in the event Landlord grants
permission for the installation of exterior signage to any
other non-retail tenant of the Xxxxxxxx Plaza Buildings,
Tenant will be granted the signage rights for Xxxxxxxx Plaza
Three.
MISREPRESENTA-
TIONS BY
LANDLORD 42. Tenant acknowledges and agrees that, except as expressly set
forth in this Lease, there have been no representations,
promises made by or on behalf of Landlord with respect to
the Premises or the Land and Building or with respect to the
suitability of either for the conduct of Tenant's business.
The taking of possession of the Premises by Tenant shall
conclusively establish that the Premises and the Land and
Building were at such time in satisfactory condition, order
and repair.
-34-
ENTIRE
AGREEMENT 43. This Lease, including the Exhibits and any Riders hereto,
(which shall all be deemed to be a part of this Lease)
contains all the agreements, conditions, understandings,
representations and warranties made between the parties
hereto with respect to the subject matter hereof, and may
not be modified orally or in any manner other than by an
agreement in writing signed by both parties hereto or their
respective successors in interest.
-35-
IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord
and Tenant have hereunto respectively signed and sealed triplicate originals of
this Lease as of the day and year first above written.
LANDLORD:
XXXXXX X. XXXXXXX, XX.
WITNESS:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx, Xx.
-------------------------- -------------------------------------
WITNESS: XXXXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
ATTEST: TENANT: IRON AGE CORPORATION
/s/ Xxxxx X. XxXxxxxxx, VP Finance /s/ Xxxxxx X. Xxxxxx
-------------------------------------- -------------------------------------
[Name/Title]
(CORPORATE SEAL)
-36-
EXHIBIT "B"
LANDLORD'S WORK
Landlord will perform the following scope of work in the Premises at its sole
cost and expense, using good grade materials and in a good and workmanlike
manner.
. Remove all partitions and doors as shown on drawing B-1, attached
hereto.
. Install all partitions and doors as shown on drawing B-2.
. Patch existing carpet as necessary in "open office area".
. Clean all existing carpet in "open office area".
. Replace all existing carpet in "executive area" with Tenant's
selection (Xxxxxxxx "Synergy" or equal; cost of goods not to exceed
$10.00 per square yard).
. Replace all existing vinyl wall covering with Tenant's selection
("Genon Express Type I" or equal; cost of goods not to exceed $5.00
per square yard).
. Paint all walls and door frames with two coats of Xxxxxxx Xxxxxxxx
latex paint of Tenant's selection;
. Replace all ceiling with Xxxxxxxxx Tegular Cortega "Second Look".
. Paint all existing ceiling grid white.
. Furnish and install 1-3/4" crown molding at all ceiling/wall joints;
paint to match wall color or ceiling grid as appropriate.
. Clean and relamp all existing light fixtures.
. Furnish and install conference room fluorescent light fixture capable
of providing 100 FC at 30 inches above finished floor.
. Furnish and install water hookup for coffee machine in kitchen area.
. Furnish and install full-size refrigerator and microwave.
. Furnish and install card access capabilities on two main entrance
doors to the fourth floor Premises.
. Provide a Ten Thousand Dollar ($10,000.00) furniture refinishing
allowance.
. Clean and repair or replace blinds as necessary at all perimeter
windows.
DRAWING B-1
[PLAN]
DRAWING B-2
[PLAN]
EXHIBIT A.2 THIRD FLOOR
[PLAN]
EXHIBIT "C"
CLEANING SPECIFICATIONS
DAILY (Five (5) Days per Week)
-----
1. Empty and remove all trash, replace liners.
2. Dust all furniture, xxxxx, files, tables, horizontal surfaces that are
accessible. Wash and/or polish as needed.
3. Thoroughly sweep and wet mop all hard surface floors.
4. Vacuum all traffic areas nightly removing any visible litter.
5. Clean and spot any partition glass in office area along with cleaning
any glass top furniture, etc.
6. Clean and disinfect all water fountains.
7. Spot clean any wall space in public areas to remove soil and prints.
8. Clean all extinguishers in and out as needed.
9. Wipe down elevators interior and exterior with polish or cleaner.
10. Clean all reachable entrance glass, inside and outside, wiping all
frames as needed but at least once a week.
11. Vacuum all entrance mats and runners.
12. Vacuum all elevator carpets and edges; vacuum and wipe tracks.
13. Clean and sanitize all restroom facilities, to include all toilets in
and out, all sinks, partitions, cabinet, mirrors, dispensers,
furniture; spot all wall space around sinks, dispensers, toilets to
remove soil, splashing. Wet mop floors with disinfectant.
14. Restock all dispensable restroom supplies from customer's stock.
15. Wipe entrance doors to remove prints.
16. Clean and polish all brightwork in restrooms.
17. Maintenance company will perform any reasonable service to maintain
the buildings in a clean and attractive manner.
WEEKLY
------
1. Police stairways nightly and wet mop weekly.
2. Thoroughly wet mop and speed buff white tile in building.
3. Clean all high glass in lobbys.
4. Clean and wet mop all trash rooms twice weekly.
5. Vacuum all carpet area thoroughly.
MONTHLY
-------
1. Machine scrub all restroom floors.
2. Machine scrub all lobby floors and refinish.
3. Remove and clean under all foyer mats monthly.
4. Shampoo and extract all elevator carpets monthly.
5. Shampoo all entrance carpets.
6. Dust all venetian blinds.
7. Spot clean carpet in tenant space as requested.
ADDITIONAL SERVICES
-------------------
1. Wash all restroom walls and partitions quarterly.
2. Shampoo all public area carpet quarterly.
3. Open and clean light lens as requested.
EXHIBIT "D"
RULES AND REGULATIONS
DEFINITIONS 1. Whenever in these Rules and Regulations the word
"Tenant" is used, it shall be taken to apply to and
include the Tenant and his agents, employees, invitees,
licensees, subtenants and contractors, and is to be
deemed of such number and gender as the circumstances
require. The words "Room" and "Premises" are to be taken
to mean and include the space covered by this Lease. The
word "Landlord" shall be taken to include the employees
and agents of Landlord.
OPERATIONS 2. The streets, sidewalks, entrances, halls, passages,
elevators, stairways and other common area provided by
Landlord shall not be obstructed by Tenant, or used by
him for any other purpose than for ingress and egress.
WASHROOMS 3. Toilet rooms, water closets and other water apparatus
shall not be used for any purposes other than those for
which they were constructed.
INSURANCE
REGULATIONS 4. Tenant shall not do anything in the Premises, or bring
or keep anything therein, which will in any way increase
or tend to increase the risk of fire or the rate of fire
insurance, or which will conflict with the regulations
of the Fire Department of the Fire Laws, or with the
rules and regulations of the Fire Insurance Rating
Organization, or equivalent bodies, or with any
insurance policy on the Building or any part thereof, or
with any law, ordinance, rule or regulation affecting
the occupancy and use of the Premises, now existing or
hereafter enacted or promulgated by any public authority
or by the Fire Insurance Rating Organization, or any
equivalent body.
GENERAL
PROHIBITIONS 5. In order to insure proper use and care of the Premises,
Tenant shall not:
(a) Keep animals or birds in the Premises.
(b) Use the Premises or any rooms therein as sleeping
apartments.
(c) Allow any sign, advertisement, or notice to be
fixed to the Building.
(d) Make improper noises or disturbances of any kind;
sing, play or operate any musical instrument,
radio or televisions without consent of Landlord,
or otherwise do anything to disturb other tenants
or tend to injure the reputation of the Building.
(e) Xxxx or defile elevators, water-closets, toilet
rooms, walls, windows, doors or any other part of
the Building.
(f) Place anything on the outside of the Building,
including roof setbacks, window ledges and other
projections or drop anything from the windows,
stairways or parapets; or place trash or other
matter in the halls, stairways, elevators or light
xxxxx of the Building.
(g) Cover or obstruct any window, skylight, door or
transom that admits light, except with building
standard narrow slot, horizontal venetian blinds
without the prior written approval of Landlord.
(h) Fasten any article, drill holes, drive nails or
screws into the walls, floors, woodwork, window
mullions, or partitions of the Premises or
Building; nor shall the same be painted, papered
or otherwise covered or in any way marked or
broken without the prior consent of Landlord.
(i) Interfere with the heating or cooling apparatus.
(j) Allow anyone but Landlord's employees to clean the
Premises.
(k) Leave the Premises without locking doors, stopping
all office machines, and extinguishing all lights.
(l) Install any shades, blinds, or awnings, except
building standard window coverings, without
consent of Landlord.
(m) Use any electric heating device.
(n) Operate any machinery other than small office
equipment.
(o) Install call boxes, or any kind of wire in or on
the Premises or the Building without Landlord's
permission and direction.
(p) Manufacture any commodity, or prepare or dispense
any foods, beverages, whether by vending or
dispensing machines or otherwise or alcoholic
beverages, tobacco, drugs, flowers or other
commodities or articles without the written
consent of Landlord.
(q) Secure duplicate keys for rooms or toilets, except
from Landlord, or change the locks of any doors to
or in the Premises.
(r) Give his employees or other persons permission to
go upon the roof of the Building without the
written consent of Landlord.
(s) Place door mats in public corridors without the
written consent of Landlord.
(t) Use passenger elevators for freight during normal
business hours as defined in the Lease.
(u) Schedule, nor will Landlord receive, deliver or
accept freight for Tenant other than Monday
through Friday, excluding holidays, between the
hours of 9:30 A.M. to 11:30 A.M. and 1:30 P.M. to
4:15 P.M.
PUBLICITY 6. Tenant shall not use the name of the Building in any
way in connection with his business except as the
address thereof. Landlord shall also have the right to
prohibit any advertising by Tenant, which in its
opinion, tends to impair
the reputation of the Building or its desirability as a
building for offices; and upon written notice from
Landlord, Tenant shall refrain from or discontinue such
advertising. Signs on interior glass doors will be
painted only by the person designated by Landlord, the
cost of the printing to be paid by Tenant.
BUSINESS
MACHINES 7. Business machines and mechanical equipment which cause
vibration, noise, cold or heat that may be transmitted
to Building structure, or any leased space outside
Premises shall be placed and maintained by Tenant, at
its sole cost and expense in settings of cork, rubber,
or spring type vibration eliminators sufficient to
absorb and prevent such vibration, noise, cold or heat.
No business machines or mechanical equipment which
require unusually high amounts of electricity shall be
used or installed in the Premises without Landlord's
prior written consent.
MOVEMENT OF
EQUIPMENT 8. Landlord reserves the right to designate the time and
the method whereby freight, small office equipment,
furniture, safes and other articles may be brought
into, moved, or removed from the Building Premises, and
to designate the location for temporary disposition of
such items. In no event shall any of the foregoing
items be taken from Tenant's Premises for the purpose
of removing same from the Building without the express
consent of both Landlord and Tenant.
PUBLIC
ENTRANCE 9. Landlord reserves the right to exclude the general
public from the Building upon such days and at such
hours as in Landlord's judgment will be for the best
interest of the Building and its tenants. At Landlord's
discretion, persons entering the office portion of the
Building after 6:00 P.M. Monday through Friday, after
1:00 P.M. on Saturday and at all times on Sunday and
holidays and before 8:00 A.M. Monday through Saturday
may be required to sign the register maintained for
that purpose.
RIGHTS RESERVED
TO LANDLORD 10. Without abatement or diminution in Rent, Landlord
reserves and shall have the following additional
rights:
(a) To change the name or street address of Building
and the arrangement and/or location of entrances,
passageways, doors, doorways, corridors,
elevators, stairs, toilet or other public parts of
the Building, provided that such acts shall not
unreasonably interfere with Tenant's use and
occupancy of the Premises as a whole;
(b) To install and maintain a sign or signs on the
exterior of the Building;
(c) To have access for Landlord and other tenants of
Building to any mail chutes, if any, located on
the Premises according to the rules of the United
States Post Office;
(d) To designate all sources furnishing sign painting
and lettering, ice, drinking water, towels and
toilet supplies, and other like service used on
the premises;
(e) At any time or times Landlord, either voluntarily
or pursuant to governmental requirement, may, at
Landlord's own expense, make repairs, alterations,
or improvements in or to the Building or any part
thereof, and during such alterations, may close
entrance, doors, windows, corridors, elevators or
other facilities, provided that such acts shall
not unreasonably interfere with Tenant's use and
occupancy of the Premises as a whole;
(f) To erect, use and maintain pipes and conduits in
and through the Premises;
(g) During the last six (6) months of the term, if
during or prior to the time the Tenant vacates the
Premises, to decorate, remodel, repair, alter or
otherwise prepare the Premises for reoccupancy;
(h) To constantly have pass keys to the Premises;
(i) To grant to anyone the exclusive right to conduct
any particular business or undertaking in the
Building;
(j) To exhibit the Premises to others and to display
"For Rent" signs on the Premises;
(k) To take any and all measures, including
inspections, repairs, alterations, additions and
improvements to the Premises or to the Building,
as may be necessary or desirable for the safety,
protection or preservation of the Premises or the
Building or Landlord's interests or as may be
necessary or desirable in the operation of the
Building. Landlord may enter upon the Premises
and may exercise any or all of the foregoing
rights hereby reserved without being deemed guilty
of an eviction or disturbance of Tenant's use or
possession and without being liable in any manner
to the Tenant.
REGULATION
CHANGE 11. Landlord shall have the right to make such other and
further reasonable rules and regulations as in the
judgment of Landlord, may from time to time be needed
for the safety, appearance, care and cleanliness of the
Building and for the preservation of good order
therein; Landlord shall not be responsible to Tenant
for any violation of rules and regulations by other
tenants.
[Letterhead of The Xxxxxxx Company]
February 26, 1993
Xx. Xxxxx XxXxxxxxx
Iron Age Corporation
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
RE: Xxxxxxxx Plaza Three Lease
Side letter agreement
Dear Xxxxx:
Pursuant to our discussions and in conjunction with the execution of the Lease
by and between Iron Age Corporation (Tenant) and Xxxxxx X. Xxxxxxx, Xx. and
Xxxxxxx X. Xxxxxxx (collectively Landlord) for space on the third and fourth
floors of Xxxxxxxx Plaza Three, the following items are expressly agreed to:
1. Reserved Parking: Landlord will provide two (2) reserved parking spaces to
be situated on the Xxxxxxxx Plaza Three site at a mutually agreed upon
location. Although the spaces are provided for the exclusive use of Iron
Age Corporation, the Landlord is not responsible for the enforcement of the
exclusive parking arrangement.
2. Temporary Space: Landlord will provide the Tenant approximately 1,000
square feet of temporary office space within Xxxxxxxx Plaza Three for a
period not to exceed one (1) year at no cost to the Tenant. The space
provided is subject to relocation upon demand and is subject to all other
applicable terms and conditions of the underlying Lease.
3. Use and Ownership of Furniture: As an incentive to the Lease, Landlord
will provide for Tenants use during the term of the Lease all that office
furniture presently located in Xxxxx 000 xxx Xxxxx 000 xx Xxxxxxxx Xxxxx
Xxxxx. The furniture is accepted in "as is" condition and will be
reconfigured and relocated at Tenant's expense. Title to the furniture
will vest in Tenant upon payment of the first month's rent, however, in the
event of a default under the Lease during the initial term thereof, title
will revert to Landlord.
If the foregoing accurately represents our agreement, please acknowledge your
acceptance by signing in the space provided below and returning one (1) copy of
this executed letter to us.
Very truly yours,
THE XXXXXXX COMPANY
/s/ Xxxxx X. XxXxxxx
Xxxxx X. XxXxxxx
Property Manager
CRM/mh
Enclosure
Intending to be legally bound hereby, agreed to and accepted this 1st day of
March, 1993,
IRON AGE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
President
--------------------------------
[Name/Title]
FIRST AMENDMENT TO LEASE
DATED MARCH 1, 1993
THIS AGREEMENT made and entered into this 2nd day of June 1994, by and between
Xxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxxxxx (hereinafter collectively called
"Landlord") and Iron Age Corporation (hereinafter called "Tenant").
WITNESSETH:
WHEREAS, on March 1, 1993, Landlord made and entered into a Lease (the "Lease")
with Tenant for certain premises consisting of 16,191 rentable square feet
located on the third and fourth floors (the "Premises") of a building known as
Xxxxxxxx Plaza III, Xxxxxxxx Township, Pennsylvania (the "Building"); and
WHEREAS, Tenant has requested that Landlord grant permission for it to contract
for the janitorial services performed within the Premises directly with a
reputable professional contractor of its choice; and
WHEREAS, Tenant has further requested that the Rent provided for under the Lease
be reduced by an amount equal to Landlord's cost of the janitorial services to
be performed under the Lease.
NOW, THEREFORE, in consideration of foregoing recitals and in further
consideration of the mutual covenants contained herein, and intending to be
legally bound hereby, the parties hereto mutually agree as follows:
1. This First Amendment to Lease Dated March 1, 1993 shall become effective
on May 1, 1994 (The "Effective Date").
2. Landlord hereby consents to Tenant's request to contract directly with a
reputable professional janitorial services contractor for the janitorial
services rendered within the Premises as of the Effective Date.
3. The parties hereto mutually agree that as of the Effective Date, the
first sentence of paragraph 6 of the Lease shall be deleted in its
entirety and in lieu thereof, the following provision shall be inserted:
"Tenant shall pay to Landlord at its aforesaid principal office
or at such other place as Landlord may designate from time to
time, as Rent, the sum of Two Hundred Forty-one Thousand Two
Hundred Forty-six and 02/100 ($241,246.02) Dollars, ("Rent"),
payable on or before the first week day of each calendar month in
equal monthly installments of Twenty Thousand One Hundred three
and 84/100 ($20,103.84) Dollars in United States
currency ("Basic Monthly Rent"), in advance and without demand
beginning at the Effective Date and continuing until the
expiration of said term, without any deduction of set-off
whatsoever."
4. The parties hereto mutually agree that as of the Effective Date,
paragraph 13, section (c) of the Lease shall be deleted in its entirety
and in lieu thereof, the following provision shall be inserted:
"Any and all janitorial services for the Premises shall be
performed by Tenant at its sole cost and expense."
5. The parties hereto mutually agree that as of the Effective Date, Exhibit
"C" to the Lease shall be deleted in its entirety and Landlord shall
thereby be relieved of its obligation to perform the services specified
therein with respect to the Premises.
6. The parties hereto mutually agree that as of the Effective Date, the
first subparagraph of paragraph 19, section (d) of the Lease shall be
deleted in its entirety and in lieu thereof, the following provision
shall be inserted:
"Tenant will indemnify, save harmless and defend Landlord, its
agents, employees, or contractors from and against any and all
claims and demands in connection with any accident, injury or
damage whatsoever caused to any person or property arising
directly or indirectly out of the business conducted in the
Building or Premises or occurring in, on or about the Building or
Premises or any part thereof, or arising directly or indirectly
from any act or omission of Tenant or any concessionaire,
contractor or subtenant or their respective licensees, servants,
agents, employees, or contractors and from and against any and
all costs, expenses and liability incurred in connection with any
such claim or proceeding brought thereon. The comprehensive
general liability coverage maintained by Tenant pursuant to
subsection (a) above shall specifically insure the contractual
obligations of Tenant as set forth herein."
7. The parties hereto mutually agree and reaffirm Landlord's right to
periodically inspect the Premises as provided in paragraph 15 of the
Lease.
8. Except as otherwise provided in this First Amendment, the parties hereto
further agree that all terms and conditions contained in the Lease shall
remain in full force and effect.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
hereto set their hands this 2nd day of June 1994.
Witness: Landlord:
Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxx X. XxXxxxx /s/ Xxxxxx X. Xxxxxxx, Xx.
-------------------------- ----------------------------------
Witness: Xxxxxxx X. Xxxxxxx
/s/ Xxxxx X. XxXxxxx /s/ Xxxxxxx X. Xxxxxxx
-------------------------- ----------------------------------
Attest: Tenant: Iron Age Corporation
/s/ Xxxxx X. XxXxxxxxx /s/ Xxxxxx X. Xxxxxx
-------------------------- ----------------------------------
Xxxxx X. XxXxxxxxx Xxxxxx X. Xxxxxx
Vice President - Finance President
[Corporate Seal]
SECOND AMENDMENT TO LEASE DATED XXXXX 0, 0000
Xx and Between
XXXXXX X. XXXXXXX, XX. (Landlord)
And
IRON AGE CORPORATION (Tenant)
THIS AGREEMENT made and entered into this 12th day of June, 1996, by and between
Xxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxxxxx (hereinafter collectively called
"Landlord") and Iron Age Corporation (hereinafter called "Tenant").
WITNESSETH:
WHEREAS, on March 1, 1993, Landlord made and entered into a Lease (the "Lease")
with Tenant for certain premises consisting of 16,191 rentable square feet
located on the third and fourth floors (the "Premises") of a building known as
Xxxxxxxx Plaza III, Xxxxxxxx Township, Pennsylvania (the "Building"); and
WHEREAS, Tenant has requested that Landlord grant permission for it to contract
for the janitorial services performed within the Premises directly with a
reputable professional contractor of its choice; and
WHEREAS, Tenant has further requested that the Rent provided for under the Lease
be reduced by an amount equal to Landlord's cost of the janitorial services to
be performed under the Lease; and
WHEREAS, on June 2, 1994 Tenant and Landlord executed a document entitled "First
Amendment to Lease," dated June 2, 1994 wherein Landlord agreed to Tenant's
request to contract directly with a reputable janitorial services contractor for
the janitorial services rendered within the premises as of the effective date.
NOW, THEREFORE, in consideration of foregoing recitals and in further
consideration of the mutual covenants contained herein, and intending to be
legally bound hereby, the parties hereto mutually agree as follows:
1. Landlord hereby agrees to lease to Tenant and Tenant hereby agrees to
hire from Landlord an additional 907 rentable square feet located on the
third floor of Xxxxxxxx Plaza III.
2. Tenant agrees to pay the Landlord a rental rate of $15.19 per rentable
square feet for the additional 907 rentable square feet for an
additional annual rent of Thirteen Thousand Seven Hundred Seventy Seven
Dollars and 33/100 ($13,777.33) in
equal monthly installments of One Thousand One Hundred Forty Eight
Dollars and 11/100 ($1,148.11).
3. Rent will commence July 1, 1996 or upon occupancy, whichever occurs
sooner.
4. Tenant's percentage of rental adjustment for expenses as set forth in
paragraph 7 of the lease shall increase from 33.1% to 33.5%.
5. Landlord will provide construction services to build space to Tenant's
specifications at Tenant's sole cost and expense.
6. In the event space becomes available adjoining Tenant's current space on
the third floor of Xxxxxxxx Plaza III, Tenant will have right of first
refusal to that available space provided Tenant is not in default of the
Lease as amended. Landlord will provide construction services for
adjoining space at Tenant's sole cost and expense.
7. Except as otherwise provided in this second amendment, the parties
hereto further agree that all terms and conditions contained in the
Lease as amended shall remain in full force and effect.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
hereto set their hands this 13th day of June 1996.
WITNESS: LANDLORD:
Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx, Xx.
-------------------------- ----------------------------------
ATTEST: TENANT:
Iron Age Corporation
/s/ Xxxxx X. XxXxxxxxx /s/ Xxx Xxxx
-------------------------- ----------------------------------
Xxxxx X. XxXxxxxxx Xxx Xxxx
Vice President - Finance Senior Vice President
[Corporate Seal]
THIRD AMENDMENT TO THE LEASE
DATED MARCH 1, 1993
THIS AGREEMENT made and entered into this 10th day of December, 1997 by and
between Xxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxxxxx (hereinafter collectively
called "Landlord") and Iron Age Corporation (hereinafter called "Tenant").
WITNESSETH:
WHEREAS, on March 1, 1993, Landlord made and entered into a Lease (the "Lease")
with Tenant for certain premises consisting of 16,191 rentable square feet
located on the third and fourth floors (the "Premises") of a building known as
Xxxxxxxx Plaza III, Xxxxxxxx Township, Pennsylvania (the "Building"); and
WHEREAS, Tenant has requested that Landlord grant permission for it to contract
for the janitorial services performed within the Premises directly with a
reputable professional contractor of its choice; and
WHEREAS, Tenant further requested that the Rent provided for under the Lease be
reduced by an amount equal to Landlord's cost of the janitorial services to be
performed under the Lease; and
WHEREAS, on June 2, 1994 Tenant and Landlord executed a document entitled "First
Amendment to Lease, Dated March 1, 1993," wherein Landlord agreed to Tenant's
request to contract directly with a reputable janitorial service contractor for
the janitorial services rendered within the premises as of the effective date.
WHEREAS, on June 12, 1996, Landlord and Tenant executed a document entitled
"Second Amendment to Lease, Dated March 1, 1993," wherein Landlord agreed to
lease to Tenant and Tenant agreed to hire from Landlord an additional 907
rentable square feet on the third floor of the Building.
NOW, THEREFORE, in consideration of foregoing recitals and in further
consideration of the mutual covenants contained herein, and intending to be
legally bound hereby, the parties hereto mutually agree as follows:
1. This Third Amendment to Lease Dated March 1, 1993 shall become effective
on August 1, 1998 (the "Effective Date").
2. Landlord hereby agrees to lease to Tenant and Tenant hereby agrees to
hire from Landlord an additional 3,269 rentable square feet located on
the third floor of the Building.
3. Tenant agrees to pay Landlord, for the additional 3,269 rentable square
feet, an additional annual rental rate of Forty Eight Thousand Seven
Hundred Eight and 10/100 ($48,708.10) Dollars, ("Rent") payable on or
before the first week day of each calendar month in equal monthly
installments of Four Thousand Fifty Nine and 01/100 ($4,059.01) Dollars
in advance without demand beginning on the Effective Date and continuing
until April 30, 1999.
4. Landlord will provide Tenant an allowance of $32,690.00 (the
"Construction Allowance") for any Tenant improvements in the additional
3,269 rentable square feet, based on architectural drawings provided by
Tenant. Architectural drawing will be at Tenant's sole cost and
responsibility. Landlord shall provide Tenant with a construction
budget, based on Tenant's architectural drawings, with a 10% xxxx-up for
overhead and profit. Any costs in excess of the Construction Allowance
shall be the responsibility of Tenant, payable to Landlord on a net
thirty (30) day basis. All construction services shall be provided by
the Xxxxxxx Company during normal trade hours.
5. Tenant further agrees to extend the term of the Lease (the "Extension
Term") for a period of seven (7) years beginning May 1, 1999 (the
"Commencement Date") and ending at midnight on April 30, 2006.
6. Provided Tenant is not in default of the Lease, Tenant will have the
option to terminate the Lease agreement and all provisions contained
herein on April 30, 2004, by providing Landlord written notice 180 days
prior to April 30, 2004.
7. The parties hereto mutually agree that as of the Effective Date,
paragraph 2 of the Lease, "Premises," shall be deleted in its entirety
and in lieu thereof, the following paragraph shall be inserted:
"Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the certain space (the "Premises") containing 20,367
rentable square feet on third and fourth floors of the Building."
8. The parties hereto mutually agree that as the Effective Date, paragraph
4 of the Lease, "Renewal Option," shall be deleted in its entirety and
in lieu thereof, the following provision shall be inserted:
"Provided Tenant is not in default under this Lease, and upon one
hundred eighty (180) days prior written notice, Tenant shall have
the option to extend the term of the Lease for one (1) three (3)
year renewal option and one (1) five (5) year renewal option.
For the first three (3) year renewal option, the Rent shall be
Three Hundred Seventy Seven Thousand Six Hundred Four and 18/100
($377,604.18) Dollars annually paid in equal
monthly installments of Thirty One Thousand Four Hundred Sixty
Seven and 20/100 ($31,467.02) Dollars. During the second five (5)
year renewal option, the Rent shall be Four Hundred Fifteen
Thousand Two Hundred Eighty Three and 13/100 ($415,283.13)
Dollars annually paid in equal monthly installments of Thirty
Four Thousand Six Hundred Six and 93/100 ($34,606.93) Dollars.
The Base Year shall be adjusted to 2004 for the three (3) year
renewal option and 2009 for the five (5) year renewal option."
9. The parties hereto mutually agree that as of the Commencement Date, May
1, 1999 paragraph 6 of the Lease, "Rent," shall be deleted in its
entirety and in lieu thereof, the following paragraph shall be inserted:
"Tenant shall pay to Landlord at its aforesaid principal office
or at such other place as Landlord may designate from time to
time, as Rent, the sum of Three Hundred Forty Three Thousand One
Hundred Eighty Three and 95/100 ($343,183.95) Dollars, ("Rent"),
payable on or before the first week day of each calendar month in
equal monthly installments of Twenty Eight Thousand Five Hundred
Ninety Eight and 66/100 ($28,598.66) Dollars in United States
currency ("Basic Monthly Rent"), in advance and without demand
beginning on the Commencement Date and continuing until April 30,
2004, without deduction or set-off whatsoever. Thereafter,
Tenant shall pay Landlord, as Rent, the sum of Three Hundred
Seventy Seven Thousand Six Hundred Four and 18/100 ($377,604.18)
Dollars, ("Rent"), payable on or before the first week day of
each calendar month in equal monthly installments of Thirty One
Thousand Four Hundred Sixty Seven and 02/100 ($31,467.02) Dollars
in United States currency ("Basic Monthly Rent"), in advance
without demand or deduction or set-off whatsoever. Furthermore,
the Tenant's Base Year shall be adjusted to the year 2004."
10. The parties hereto mutually agree that as of the Commencement Date, May
1, 1999 the second sentence of paragraph 7 of the Lease, "Rental
Adjustments for Expenses," shall be deleted in its entirety and in lieu
thereof, the following sentence shall be inserted:
"Base Year shall be defined as the calendar year 1999, and
Tenant's proportionate share shall be defined as the ratio of the
rentable area of the Premises bears to the rentable area of the
Building, which Tenant and Landlord hereby agree to be 40
percent."
11. Provided Tenant is not in default of the Lease and subject to the
rights previously afforded other tenants, Tenant shall have the right
to lease any space that becomes
available in Xxxxxxxx Plaza Three. Upon written notice by Landlord,
Tenant will ten (10) business days to either accept or reject
Landlord's lease proposal for additional space in Xxxxxxxx Plaza Three
at the then fair market rental rate which at no time shall be less than
the basic rental rate plus any additional rents. If Tenant accepts said
lease proposal for additional space, the expiration date will be
coterminous with the existing Lease and amendments. Any improvements to
the space will be the responsibility of the Tenant, with Xxxxxxx
Company providing the construction services.
12. Notwithstanding any provisions of the lease to the contrary (including
but not limited to section 6), in the event that the Landlord fails to
comply with the terms Section 13 and Section 16 for a period of ninety
(90) days following written notice from the Tenant of such failure, the
Tenant shall have the right to pay one-third (1/3) of its Rent and
Additional Rent into an interest bearing Escrow Fund at PNC Bank,
jointly owned by Tenant and Landlord, until such time as the Landlord
cures such failure, at which time all the moneys in the Escrow Fund
shall be paid to the Landlord. Any dispute arising under this Section
shall be resolved by a disinterested arbitrator whose fees shall be
borne equally by the Landlord and Tenant.
13. Except as otherwise provided in this Third Amendment, the parties
hereto further agree that all terms and conditions contained in the
Lease shall remain in full force and effect.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
set their hands this 10th day of December 1997.
Witness: Landlord:
Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx, Xx.
-------------------------- ----------------------------------
Witness: Xxxxxxx X. Xxxxxxx
__________________________ /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Attest: Tenant:
Iron Age Corporation
/s/ Xxx Xxxx /s/ Xxxxx X. XxXxxxxxx
-------------------------- ----------------------------------
Xxx Xxxx Xxxxx XxXxxxxxx
Senior Vice President Executive Vice-President
Chief Financial Officer
[Corporate Seal]
