Pennsylvania-East Norriton-Norriton Business Campus Lease - Tornetta Realty Corp. and National Fiberstok Corp.
LEASE AGREEMENT
Part One of a Two Part Agreement
THIS AGREEMENT, made the 2nd day of September one thousand
nine hundred and ninety-four (1994), by and between Tornetta
Realty Corp., Agent for Burnside Associates/Fourtees, Co.,
with offices situate 839 East Germantown Pike, Norristown,
PA 19401 (hereinafter called Lessor), of the one part, and
National Fiberstok Corporation, a Delaware corporation, with
offices situate 7990 Second Flag Drive, Suite C, P.O. Box
458, Austell, GA 30001
Federal I. D. #
(hereinafter called Lessee), of the other part.
WITNESSETH THAT: Lessor does hereby demise and let unto
Lessee all that certain space consisting of approximately
2. Premises 7,138+/- s/f, hereinafter referred to as demised premises,
and being a portion of the building on Lot #9 in the Norriton
Business Campus, East Norriton Township, said demised
premises having the mailing address of 2051A Potshop Lane in
the County of Montgomery State of Pennsylvania, to be used
and occupied as sales office and warehouse space and for no
3. Term other purpose, for the term of five (5) years beginning the
1st day of October, one thousand nine hundred and ninety-
four (1994), and ending the 30th day of September, one
thousand nine hundred and ninety nine (1999), for the
4. Minimum Rent minimum total rental of Two Hundred Seven Thousand Twelve
Dollars and no/cents ($207012), lawful money of the United
States of America, payable in monthly installments in advance
during the said term of this lease, or any renewal hereof, in
sums as set forth below on the first day of each month, rent
to begin from the first day of October, 1994, the first
installment to be paid at the time of signing this lease.
The first rental payment to be made during the occupancy of
the premises shall be adjusted to pro-rate a partial month of
occupancy, if any, at the inception of this lease.
5. Place of
Payment All rent shall be payable without prior notice or
demand at the office of Lessor's Agent, Tornetta Realty
Corp., 839 East Germantown Pike, Norristown, PA 19401, or at
such other place as Lessor may from time to time designate
by notice in writing.
6. Agency (b) It is hereby expressly agreed and understood that
the said Tornetta Realty Corp. is acting as agent only and
shall not in any event be held liable to the owner or to
Lessee for the fulfillment (or non-fulfillment of any of the
terms or conditions of this lease, or for any action or
proceedings that may be taken by the owner against Lessee,
or by Lessee against the owner.
7. Termination
of Lease It is hereby mutually agreed that either party hereto
may determine this lease at the end of said term by giving
to the other party written notice thereof at least 120 days
prior thereto, but in default of such notice, this lease
shall continue upon the same terms and conditions in force
immediately prior to the expiration of the term hereof as
are herein contained for a further period of one (1) month
and so on from month to month unless or until terminated by
either party hereto, giving the other 30 days written notice
for removal previous to expiration of the then current term;
PROVIDED, however, that should this lease be continued for a
further period under the terms hereinabove mentioned, any
allowances given Lessee on the rent during the original term
shall not extend beyond such original term, and further
provided, however, that if Lessor shall have given such
written notice prior to the expiration of any term hereby
created, of his intention to change the terms and conditions
of this lease, and Lessee shall not within 15 days from such
notice notify Lessor of Lessee's intention to vacate the
demised premises at the end of the then current term, Lessee
shall be considered as Lessee under the terms and conditions
mentioned in such notice for a further term as above
provided, or for such further term as may be stated in such
notice. In the event that Lessee shall give notice, as
stipulated in this lease, of intention to vacate the demised
premises at the end of the present term, or any renewal or
extension thereof, and shall fail or refuse so to vacate the
same on the date designated by such notice, then it is
expressly agreed that Lessor shall have the option either
(a) to disregard the notice so given as having no effect, in
which case all the terms and conditions of this lease shall
continue thereafter with full force precisely as if such
notice had not been given, or (b) Lessor may, at any time
within thirty days after the present term, or any renewal or
extension thereof, as aforesaid, give the said Lessee ten
days' written notice of his intention to terminate the said
lease: whereupon the Lessee expressly agrees to vacate said
premises at the expiration of the said period of ten days
specified in the said notice. All powers granted to Lessor
by this lease may be exercised and all obligations imposed
upon Lessee by this lease shall be performed by Lessee as
well during any extension of the original term of this lease
as during the original term itself.
8. Security
Deposit Lessee does herewith deposit with Lessor the sum of Six
Thousand Five Hundred Forty Four & no/cents ($6,544.00)
Dollars, to be held as security for the full and faithful
performance by Lessee of Lessee's obligations under this
Lease and for the payment of damages to the demised
premises. If the demised premises is residential property,
said security deposit is to be held by Lessor as an Escrow
Fund pursuant to the terms and provisions of the Penna Act
of Assembly approved December 29, 1972, Act No. 363. Except
for such sum as shall be lawfully applied by Lessor to
satisfy valid claims against Lessee arising from defaults
under this lease or by reason of damages to the demised
premises, the Security Deposit or Escrow Fund shall be
returned to the Lessee at the expiration of the term of this
lease or any renewal or extension thereof but in the case of
residential property only as provided for in the said Act of
9. Special Assembly. It is understood that no part of any security
Clauses deposit or Escrow Fund is to be considered as the last
rental due under the terms of the lease.
It is agreed and understood that the monthly rental
payments as called for above shall be paid as follows:
(a). The sum of Three Thousand Two Hundred Seventy Two
Dollars & no/cents ($3,272.00) per month beginning October
1, 1994 to September 30, 1996;
(b). The sum of Three Thousand Four Hundred Twenty Dollars
& no/cents ($3,420.00) per month beginning October 1, 1996
to September 30, 1997;
(c). The sum of Three Thousand Five Hundred Sixty Nine
Dollars & no/cents ($3,569.00) per month beginning October
1, 1997 to September 30, 1998; and
(d). The sum of Three Thousand Five Hundred Eighteen
Dollars & no/cents ($3,718.00) per month beginning October
1, 1998 to September 30, 1999.
10. Addendum The Lessor and Lessee agree for themselves, their
respective heirs and successors and assigns to the herein
described terms and also to those set forth in the addendum
attached hereto entitled "TERMS AND CONDITIONS," (PART TWO)
all of which are to be regarded as binding and as strict
legal conditions.
INITIALS LESSEE LESSEE LESSEE LESSOR LESSOR AGENT
--- --- --- --- --- ---
<PAGE>
LEASE AGREEMENT
Terms and Conditions
Part Two of a Two Part Agreement
11. Special Addendum to Lease Agreement and Exhibit "A" are
Clauses attached hereto and made a part hereof.
12. Inability
to Given If Lessor is unable to give Lessee possession of the
Possession demised premises, as herein provided, by reason of the
holding over of a previous occupant, or by reason of any
cause beyond the control of the Lessor, the Lessor shall not
be liable in damages to the Lessee therefor, and during the
period that the Lessor is unable to give possession, all
rights and remedies both parties hereing shall be
suspended and if Lessor is unable for any reason to give
possession of the demised premises within 5 days of Lessee's
demand therefor following commencement of the term hereof
Lessee shall have the option, by notice to Lessor, to cancel
this lease agreement and receive return of any prepaid rents
and security deposit in full and final settlement of any and
all claims against Lessor.
13. Additional Rent
(a) Damages for (a) Lessee agrees to pay as rent in addition to the
Default minimum rental herein reserved any and all sums which may
become due by reason of the failure of Lessee to comply with
all of the covenants of this lease and any and all damages,
costs and expenses which the Lessor may suffer or incur by
reason of any default of the Lessee or failure on his part
to comply with the covenants of this lease, and each of
them, and also any and all damages to the demised preemies
caused by any act or neglect of the Lessee.
(b) Taxes (b) Lessee further agrees to pay as rent in addition to
the minimum rental herein reserved all taxes assessed or
imposed upon the demised premises and/or the building of
which the demised premises is a part during the term of this
lease. The amount due hereunder on account of such taxes
shall be apportioned for that part of the first and last
calendar years covered by the term hereof. The same shall
be paid by Lessee to Lessor on or before the first day of
July of each and every year.
(c) Fire (c) Lessee further agrees to pay to Lessor as
Insurance additional rent all increase or increases in fire insurance
Premiums premiums upon the demised premises and/or the building of
which the demised premises is a part, due to an increase in
the rate of fire insurance in excess of the rate on the
demised premises at the time of making this lease, if said
increase is caused by any act or neglect of the Lessee or
the nature of the Lessee's business.
(d) Water Rent (d) Lessee further agrees to pay as additional rent, if
there is a metered water connection to the said premises,
all charges for water consumed upon the demised premises and
all charges for repairs to the said meter or meters on the
premises, whether such repairs are made necessary by
ordinary wear and tear, freezing, hot water, accident or
other causes, immediately when the same become due.
(e) Lessee further agrees to pay as additional rent, if
there is a metered water connection to said premises, all
sewer rental or charges for use of sewers, sewage system,
and sewage treatment works servicing the demised premises
immediately when the same become due.
Lessee covenants and agrees that he will without demand
14. Affirmative (a) Pay the rent and all other charges herein reserved
Covenants of as rent at the times and at the place that the same are
Lessee payable, without fail; and if Lessor shall at any time or
(a) Payment times accept said rent or rent charges after the same shall
of Rent have become delinquent, such acceptance shall not excuse
delay upon subsequent occasions, or constitute or be
construed as a waiver of any of Lessor's rights. Lessee
agrees that any charge or payment herein reserved, included,
or agreed to be treated or collected as rent and/or any
other charges, expenses, or costs herein agreed to be paid
by Lessee may be proceeded for and recovered by Lessor by
legal process in the same manner as rent due and in arrears.
(b) Cleaning, (b) Keep the demised premises clean and free from all
Repairing ashes, dirt and other refuse matter; replace all glass
Etc. windows, doors, etc., broken; keep all waste and drain pipes
open; repair all damage to plumbing and to the premises in
general; keep the same in good order and repair as they
are now, reasonable wear and tear and damage by
accidental fire or other casualty not occurring through
negligence of Lessee or those employed by or acting for
Lessee alone excepted. The Lessee agrees to surrender the
demised premises in the same condition in which Lessee has
herein agreed to keep the same during the continuance of
this lease.
(c) Requirements (c) Comply with any requirements of any of the
Of Public constituted public authorities, and with the terms of any
Authorities State or Federal statute or local ordinance or regulation
applicable of Lessee or his use of the demised premises, and
save Lessor harmless from penalties, fines, costs, or
damages resulting from failure so to do.
(d) Fire (d) Use every reasonable precaution against fire.
(e) Rules and (e) Comply with rules and regulations of Lessor
Regulations promulgated as hereinafter provided.
(f)Surrender of (f) Peaceably deliver up and surrender possession of
Possession the demised premises to the Lessor at the expiration or
sooner termination of this lease, promptly delivering to
Lessor at his office all keys for the demised premises.
(g) Notice of (g) Give to Lessor prompt written notice of any
Fire, etc. accident, fire, or damage occurring on or to the demised
premises.
(h) Condition (h) Lessee shall be responsible for the condition of
Of Pavement the pavement, curb, cellar doors, awnings and other
erections in the pavement during the term of this lease;
shall keep the pavement free from snow and ice; and shall be
and hereby agrees that Lessee is solely liable for any
accidents, due or alleged to be due to their defective
condition, or to any accumulations of snow and ice.
(i) Agency on (i) The Lessee agrees that if, with the permission in
Removal writing of Lessor, Lessee shall vacate or decide at any time
during the term of this lease, or any renewal thereof, to
vacate the herein demised premises prior to the expiration
of this lease, or any renewal hereof, Lessee will not cause
or allow any other agent to represent Lessee in any sub-
letting or reletting of the demised premises other than an
agent approved by the Lessor and that should Lessee do
so, attempt to do so, the Lessor may remove any signs that
may be placed on or about the demised premises by such other
agent without any liability to Lessor or to said agent, the
Lessee assuming all responsibility for such action.
(j) Indemni- (j) Indemnify and save Lessor harmless from any and all
fication loss occasioned by Lessee's breach of any of the covenants,
terms and conditions of this lease, or caused by his family,
guests, visitors, agents and employees.
15. Negative Lessee covenants and agrees that he will do none of
Covenants the following things without first obtaining the consent, in
Of Lessee writing of Lessor, which consent Lessor shall not
unreasonably withhold, and without providing Lessor with
reimbursement for any expenses incurred or incidental to
Lessee's proposed action.
(a) Use of (a) Occupy the demised premises in any other manner or
Premises for any other purpose than as above set forth.
(b) Assignment (b) Assign, mortgage or pledge this lease or under-let
And or sub-lease the demised premises or any part thereof or
Subletting permit any other person, firm or corporation to occupy
demised premsies, or part thereof; nor should any assignee
or sub-lessee assign, mortgage or pledge this lease or such
sub-lease, without an additional written consent by the
Lessor, and without such consent no such assignment,
mortgage or pledge shall be valid. If the Lessee becomes
embarrassed or insolvent, or makes an assignment for the
benefit of creditors, or if a petition in bankruptcy is
filed by or against the Lessee or a bill in equity or other
proceeding for the appointment of a receiver for the Lessee
is filed, or if the real or personal property of the Lessee
shall be sold or levied upon by any Sheriff, Marshal or
Constable, the same shall be a violation of this covenant.
<PAGE>
(c) Signs (c) Place or allow to be placed any stand, booth,
sign or show case upon the doorsteps, vestibules or
outside walls or pavements of said premises, or paint,
place, erect or cause to be painted, placed or erected
any sign, projection or device on or in any part of the
premises. Lessee shall remove any sign, projection or
device painted, placed or erected, if permission has
been granted and restore the walls, etc., to their
former conditions, at or prior to the expiration of
this lease. In case of the breach of this covenant (in
addition to all other remedies given to Lessor in case
of the breach of any conditions or covenants of this
lease) Lessor shall have the privilege of removing said
stand, booth, sign, show case, projection or device,
and restoring said walls, etc., to their former
condition, and Lessee, at Lessor's option, shall be
liable to Lessor for any and all expenses so incurred by
Lessor.
(d) Alterations (d) Make any alterations, improvements, or
Improvements additions to the demised premises. All alterations,
improvements, additions or fixtures, whether installed
before or after the execution of this lease, shall
remain upon the premises at the expiration or sooner
determination of this lease and become the property of
Lessor, unless Lessor shall, prior to the determination
of this lease, have given written notice to Lessee to
remove the same, in which event Lessee will remove such
alterations, improvements and additions and restore the
premises to the same good order and condition in which
they now are. Should Lessee fail so to do, Lessor may
do so, collecting, at Lessor's option, the cost and
expense thereof from Lessee as additional rent.
(e) Machinery (e) Use or operate any machinery that, in Lessor's
opinion, is harmful to the building or disturbing to
other tenants occupying other parts thereof.
(f) Weights (f) Place any weights in any portion of the demised
premises beyond the safe carrying capacity of the
structure.
(g) Fire Insurance (g) Do or suffer to be done, any act, matter or
thing objectionable to the fire insurance companies
whereby the fire insurance or any other insurance now
in force or hereafter to be placed on the demised
premises, or any part thereof, or on the building of
which the demised premises may be a part, shall become
void or suspended, or whereby the same shall be rated
as a more hazardous risk than at the date of execution
of this lease, or employ any person or persons
objectionable to the fire insurance companies or carry
or have any benzine or explosive matter of any kind in
and about the demised premises. In case of a breach of
this covenant (in addition to all other remedies given
to Lessor in case of the breach of any of the
conditions or covenants of this lease) Lessee agrees to
pay to Lessor as additional rent any and all increase
or increases of premiums on insurance carried by Lessor
on the demised premises, or any part thereof, or on the
building of which the demised premises may be a part,
caused in any way by the occupancy of Lessee.
(h) Removal of (h) Remove, attempt to remove or manifest an
Goods intention to remove Lessee's goods or property from or
out of the demised premises otherwise than in the
ordinary and usual course of business, without having
first paid and satisfied Lessor for all rent which may
become due during the entire term of this lease.
(i) Vacate (i) Vacate or desert said premises during the
Premises term of this lease, or permit the same to be empty and
unoccupied.
Lessee covenants and agrees that Lessor shall have
the right to do the following things and matters in and
about the demised premises:
16. Lessor's Rights (a) At all reasonable times by himself or his duly
(a) Inspection of authorized agents to go upon and inspect the demised
Premises premises and every part thereof, and/or at his option
to make repairs, alterations and additions to the
demised premises or the building of which the demised
premises is a part.
(b) Rights and (b) At any time or times and from time to time
Regulations make such reasonable rules and regulations as may be
necessary or desirable for the safety, care, and
cleanliness of the demised premises and/or of the
building of which the demised premises is a part and of
real and personal property contained therein and for
the preservation of good order. Such rules and
regulations shall, when communicated in writing to
Lessee, form a part of this lease.
(c) Sale or Rent (c) To display a "For Sale" sign at any time, and
Sign also, after notice from either party of intention to
Prospective determine this lease, or at any time within three months
Purchasers or prior to the expiration of this lease, a "For Rent"
Tenants sign, or both "For Rent" and "For Sale" signs; and all
of said signs shall be placed upon such part of the
premises as Lessor may elect and may contain such
matter as Lessor shall require. Persons authorized by
Lessor may inspect the premises at reasonable hours
during said periods.
(d) Discontinue (d) Lessor may discontinue at any time, any or all
Facilities facilities furnished and services rendered by Lessor
and Services not expressly covenanted for herein or required to be
furnished or rendered by law; it being understood that
they constitute no part of the consideration for this
lease.
17. Responsibility of (a) Lessee agrees to relieve and hereby relieves
Lessee the Lessor from all liability by reason of any injury
or damage to any person or property in the demised
premises, whether belonging to the Lessee or any other
person caused by any fire, breakage, or leakage in any
part or portion of the building of which the demised
premises is a part or from water, rain or snow that may
leak into, issue or flow from any part of the said
premises, or of the building of which the demised
premises is a part, from the drains, pipes, or plumbing
work of the same, or from any place or quarter, unless
such breakage, leakage, injury or damage be caused by or
result from the negligence of Lessor or its servants or
agents.
(b) Lessee also agrees to relieve and hereby
relieves Lessor from all liability by reason of any
damage or injury to any property or to Lessee or
Lessee's guests, servants or employees which may arise
from or be due to the use, misuse or abuse of all or
any of the elevators, hatches, openings, stairways,
hallways of any kind whatsoever which may exist or
hereafter be erected or constructed on the said
premises or the sidewalks surrounding the building or
which may arise from defective construction, failure of
water supply, light, power, electric wiring, plumbing or
machinery, wind, lightning, storm or any other cause
whatsoever on the said premises or the building of
which the demised premises is a part, unless such
damage, injury, use, misuse or abuse be caused by or
result from the negligence of Lessor, its servants or
agents.
18. Responsibility of (a) In the event the demised premises are totally
Lessor destroyed or so damaged by fire or other casualty that,
(a) Total Destruc- in the opinion of a licensed architect retained by
tion of Lessor, the same cannot be repaired and restored within
Premises ninety days from the happening of such injury this
(b) Partial lease shall absolutely cease and determine, and the
Destruction rent shall abate for the balance of the term.
of Premises (b) If the damage be only partial and such that
the premises can be restored, in the opinion of a
licensed architect retained by Lessor, to approximately
their former condition within ninety days from the date
of the casualty loss Lessor may, at Lessor's option,
restore the same with reasonable promptness, reserving
the right to enter upon the demised premises for that
purpose. Lessor also reserves the right to enter upon
the demised premises whenever necessary to repair
damage caused by fire or other casualty to the building
of which the demised premises is a part, even though
the effect of such entry be to render the demised
premises or a part thereof untenantable. In either
event the rent shall be apportioned and suspended
during the time Lessor is in possession, taking into
account the proportion of the demised premises rendered
untenantable and the duration of Lessor's possession.
If a dispute arises as to the amount of rent due under
this clause, Lessee agrees to pay the full amount
claimed by Lessor, but Lessee shall have the right to
proceed by law to recover the excess payment, if any.
(c) Repairs by (c) Lessor shall make such election to repair the
Lessor premises or terminate this lease by giving notice
thereof to Lessee at the leased premises within thirty
days from the day Lessor received notice that the
demised premises had been destroyed or damaged by fire
or other casualty.
(d) Damage for (d) Except to the extent hereinbefore provided,
Interruption Lessor shall not be liable for any damage,
of Use compensation, or claim by reason of the necessity of
repairing any portion of the building, the interruption
in the use of the premises, any inconvenience or
annoyance arising as a result of such repairs or
interruption, or the termination of this lease by
reason of damage to or destruction of the premises.
(e) Representation (e) Lessor has let the demised premises in their
of Condition present "as is" condition and without any
of Premises representations, other than those specifically endorsed
hereon by Lessor, through its officers, employees,
servants and/or agents. It is understood and agreed
that Lessor is under no duty to make repairs,
alterations, or decorations at the inception of this
lease or at any time thereafter unless such duty of
Lessor shall be set forth in writing endorsed hereon.
(f) Zoning (f) It is understood and agreed that the Lessor
hereof does not warrant or undertake that the Lessee
shall be able to obtain a permit under any Zoning
Ordinance or Regulation for such use as Lessee intends
to make of the said premises, and nothing in this lease
contained shall obligate the Lessor to assist Lessee in
obtaining said permit; the Lessee further agrees that in
the event a permit cannot be obtained by Lessee under
any Zoning Ordinance or Regulation, this lease shall not
terminate without Lessor's consent, and the Lessee
shall use the premises only in a manner permitted under
such Zoning Ordinance or Regulation.
19. Miscellaneous (a) No contract entered into or that may be
Agreements and subsequently entered into by Lessor with Lessee,
Conditions relative to any alterations, additions, improvements or
(a) Effect of Re- repairs, nor the failure of Lessor to make such
pairs on alterations, additions, improvements or repairs as
Rental required by any such contract, nor the making by Lessor
or his agents or contractors of such alterations,
additions, improvements or repairs shall in any way
affect the payment of the rent or said other charges at
the time specified in this lease, except to the extent
and in the manner hereinbefore provided.
(b) Waiver of (b) It is hereby covenanted and agreed, any law,
Custom usage or custom to the contrary notwithstanding, that
Lessor shall have the right at all times to enforce the
covenants and provisions of this lease in strict
accordance with the terms hereof, notwithstanding any
conduct or custom on the part of the Lessor in
refraining from so doing at any time or times; and,
further, that the failure of Lessor at any time or
times to enforce his rights under said covenants and
provisions strictly in accordance with the same shall
not be construed as having created a custom in any way
or manner contrary to the specific terms, provisions
and covenants of this lease or as having in any way or
manner modified the same.
(c) Conduct of (c) This lease is granted upon the express
Lessee condition that Lessee and/or the occupants of the
premises herein leased shall not conduct themselves in
a manner which is improper or objectionable, and if at
any time during the term of this lease or any extension
or continuation thereof Lessee or any occupier of the
said premises shall have conducted himself in a manner
which is improper or objectionable, Lessee shall be
taken to have broken the covenants and conditions of
this lease, and Lessor will be entitled to all of the
rights and remedies granted and reserved herein, for
the Lessee's failure to observe all of the covenants
and conditions of this lease.
(d) Failure of (d) In the event of the failure of Lessee promptly
Lessee to to perform the covenants of Section 14(b) hereof,
Repair Lessor may go upon the demised premises and perform
such covenants, the cost thereof, at the sole option of
Lessor, to be charged to Lessee as additional and
delinquent rent.
(e) Waiver of (e) Lessor and Lessee hereby agree that all
Subrogation insurance policies which each of them shall carry to
insure the demised premises and the contents therein
against casualty loss, and all liability policies which
they shall carry pertaining to the use and occupancy of
the demised premises shall contain waivers of the right
of subrogation against Lessor and Lessee herein, their
heirs, administrators, successors, and assigns.
(f) Security (f) Lessee hereby grants to Lessor a security
Interest interest under the Uniform Commercial Code in all of
Lessee's goods and property in, on, or about the demised
premises. Said security interest shall secure unto
Lessor the payment of all rent (and charges collectible
or reserved as rent) hereunder which shall become due
under the provisions of this lease. Lessee hereby
agrees to execute, upon request of Lessor, such
financing statements as may be required under the
provisions of the said Uniform Commercial Code to
perfect a security interest in Lessee's said goods and
property.
20. Remedies of Lessor If the Lessee:
(a) Does not pay in full when due any and all
installments of rent and/or any other charge or payment
herein reserved, included, or agreed to be treated or
collected as rent and/or any other charge, expense, or
cost herein agreed to be paid by the Lessee; or
(b) Violates or fails to perform or otherwise
breaks any covenant or agreement herein contained; or
(c) Vacates the demised premises or removes or
attempts to remove or manifests an intention to remove
any goods or property therefrom otherwise than in the
ordinary and usual course of business without having
first paid and satisfied the Lessor in full for all
rent and other charges then due or that may
thereafter become due until the expiration of the
then current term, above mentioned; or
(d) Becomes embarrassed or insolvent, or makes an
assignment for the benefit of creditors, or if a
petition in bankruptcy is filed by or against Lessee or
a complaint in equity or other proceedings for the
appointment of a receiver for Lessee is filed, or if
proceedings for reorganization or for composition with
creditors under any State or Federal law be instituted
by or against Lessee, or if the real or personal
property of Lessee shall be levied upon or be sold, or
if for any other reason Lessor shall, in good faith,
believe that Lessee's ability to comply with the
covenants of this lease, including the prompt payment
of rent hereunder, is or may become impaired.
thereupon:
(1) The whole balance of rent and other charges,
payments, costs, and expenses herein agreed to be paid
by Lessee, or any part thereof, and also all costs and
officers' commissions including watchmen's wages shall
be taken to be due and payable and in arrears as if by
the terms and provisions of this lease said balance of
rent and other charges, payment, taxes, costs and
expenses were on that date, payable in advance.
Further, if this lease or any part thereof is assigned,
or if the premises, or any part thereof is sub-let,
Lessee hereby irrevocably constitutes and appoints
Lessor as Lessee's agent to collect the rents due from
such assignee or sub-lessee and apply the same to the
rent due hereunder without in any way affecting Lessee's
obligation to pay any unpaid balance of rent due
hereunder; or
(2) At the option of Lessor, this lease and the
terms hereby created shall determine and become
absolutely void without any right on the part of
Lessee to reinstate this lease by payment of any sum
due or by other performance of any condition, term, or
covenant broken; whereupon, Lessor shall be entitled to
recover damages for such breach in an amount equal to
the amount of rent reserved for the balance of the term
of this lease, less the fair rental value of the said
demised premises for the remainder of the lease term.
21. Further Remedies In the event of any default as above set forth in
of Lessor Section 20, Lessor, or anyone acting on Lessor's
behalf, at Lessor's option:
(a) May let said premises or any part or parts
thereof to such person or persons as may, in Lessor's
discretion, be best; and Lessee shall be liable for any
loss of rent for the balance of the then current term.
Any such re-entry or re-letting by Lessor under the
terms hereof shall be without prejudice to Lessor's
claim for actual damages, and shall under no
circumstances, release Lessee from liability for such
damages arising out of the breach of any of the
covenants, terms, and conditions of this lease.
(b) May proceed as a secured party under the
provisions of the Uniform Commercial Code against the
goods in which Lessor has been granted a security
interest pursuant to Section 19(f) hereof; and
(c) May have and exercise any and all other rights
and/or remedies, granted or allowed landlords by any
existing or future Statute, Act of Assembly, or other
law of this state in cases where a landlord seeks to
enforce rights arising under a lease agreement against
a tenant who has defaulted or otherwise breached the
terms of such lease agreement; subject, however, to all
of the rights granted or created by any such Statute,
Act of Assembly, or other law of this state existing for
the protection and benefit of tenants; and
(d) May have and exercise any and all other rights
and remedies contained in this lease agreement,
including the rights and remedies provided by Sections
22 and 23 hereof.
22. Confession of Lessee covenants and agrees that if the rent
Judgment and/or any charges reserved in this lease as rent
for Money (including all accelerations of rent permissible under
the provisions of this lease) shall remain unpaid five
(5) days after the same is required to be paid, then
and in that event, Lessor may cause Judgment to be
entered against Lessee, and for that purpose Lessee
hereby authorizes and empowers Lessor or any
Prothonotary, Clerk of Court or Attorney of any Court
of Record to appear for and confess judgment against
Lessee and agrees that Lessor may commence all actions
pursuant to Pennsylvania Rules of Civil Procedure No.
2950 et seq. for the recovery from Lessee of all rent
hereunder (including all accelerations of rent
permissible under the provisions of this lease) and/or
for all charges reserved hereunder as rent, as well as
for interest and costs and Attorney's commission, for
which authorization to confess judgment, this lease,
or a true and correct copy thereof, shall be sufficient
warrant. Such Judgment may be confessed against Lessee
for the amount of rent in arrears (including all
accelerations of rent permissible under the provisions
of this lease) and/or for all charges reserved
hereunder as rent, as well as for interest and costs;
together with an attorney's commission of five percent
(5%) of the full amount of Lessor's claim against
Lessee. Neither the right to institute an action
pursuant to Pennsylvania Rules of Civil Procedure No.
2950 et seq. nor the authority to confess judgment
granted herein shall be exhausted by one or more
exercises thereof, but successive complaints may be
filed and successive judgments may be entered for the
aforedescribed sums five days or more after they
become due as well as after the expiration of the
original term and/or during or after expiration of any
extension or renewal of this lease.
23. Confession of Lessee covenants and agrees that if this lease
Judgment for shall be terminated (either because of condition broken
Possession of during the terms of this lease or any renewal or
Real Property extension thereof and/or when the term hereby created
or any extension thereof shall have expired) then, and
in that event, Lessor may cause a judgment in
ejectment to be entered against Lessee for possession
of the demised premises, and for that purpose Lessee
hereby authorizes and empowers any Prothonotary, Clerk
of Court or Attorney of any Court of Record to appear
for Lessee and to confess judgment against Lessee in
Ejectment for possession of the herein demised
premises, and agrees that Lessor may commence an action
pursuant to Pennsylvania Rules of Procedure No. 2970 et
seq. for the entry of an order in Ejectment for the
possession of real property, and Lessee further agrees
that a Writ of Possession pursuant thereto may issue
forthwith, for which authorization to confess judgment
and for the issuance of a writ or writs of possession
pursuant thereto, this lease, or a true and correct
copy thereof, shall be sufficient warrant. Lessee
further covenants and agrees, that if for any reason
whatsoever, after said action shall have commenced the
action shall be terminated and the possession of the
premises demised hereunder shall remain in or be
restored to Lessee, Lessor shall have the right upon
any subsequent default or defaults, or upon the
termination of this lease as above set forth to
commence successive actions for possession of real
property and to cause the entry of successive
judgments by confession in Ejectment for possession of
the premises demised hereunder.
24. Affidavit of In any procedure or action to enter Judgment by
Default Confession for Money pursuant to Section 22 hereof, or
to enter Judgment by Confession in Ejectment for
possession of real property pursuant to Section 23
hereof, if Lessor shall first cause to be filed in such
action an affidavit or averment of the facts
constituting the default or occurrence of the condition
precedent, or event, the happening of which default,
occurrence, or event authorizes and empowers Lessor to
cause the entry of judgment by confession, such
affidavit or averment shall be conclusive evidence of
such facts, defaults, occurrences, conditions precedent,
or events; and if a true copy of this lease (and of the
truth of which such affidavit or averment shall be
sufficient evidence) be filed in such procedure or
action, it shall not be necessary to file the original
as a Warrant of Attorney, and rule of court, custom, or
practice to the contrary notwithstanding.
25. Waivers by Lessee Lessee hereby releases to Lessor and to any and
of Errors, Right all attorneys who may appear for Lessee all errors in
of Appeal, Stay, any procedure or action to enter Judgment by Confession
Exemptions, by virtue of the warrants of attorney contained in this
Inquisition lease, and all liability therefor. Lessee further
authorizes the Prothonotary or any Clerk of any Court of
Record to Issue a Writ of Execution or other process,
and further agrees that real estate may be sold as a
Writ of Execution or other process. If proceedings
shall be commenced to recover possession of the demised
premises either at the end of the term or sooner
termination of this lease, or for non-payment of rent or
for any other reason. Lessee specifically waives the
right to the three (3) months' notice to quit and/or the
fifteen (15) or thirty (30) days' notice to quit
required by the Act of April 6, 1951, P.I. 69, as
amended, and agrees that five (5) days' notice shall be
sufficient in either or any such case.
26. Right of Assignee The right to enter judgment against Lessee by
of Lessor confession and to enforce all of the other provisions of
this lease herein provided for may at the option of any
assignee of this lease, be exercised by any assignee
of the Lessor's right, title and interest in this lease
in his, her, or their own name, any statute, rule of
court, custom, or practice to the contrary
notwithstanding.
27. Remedies All of the remedies hereinbefore given to Lessor
Cumulative and all rights and remedies given to it by law and
equity shall be cumulative and concurrent. No
determination of this lease or the taking or recovering
possession of the premises shall deprive Lessor of any
of its remedies or actions against the Lessee for rent
due at the time or which, under the terms hereof would
in the future become due as if there had been no
determination, nor shall the bringing of any action for
rent or breach of covenant, or the resort to any other
remedy herein provided for the recovery of rent be
construed as a waiver of the right to obtain possession
of the premises.
28. Condemnation In the event that the premises demised herein, or
any part thereof, is taken or condemned for a public or
quasi-public use, this lease shall, as to the part so
taken, terminate as of the date title shall vest in the
condemnor, and rent shall abate in proportion to the
square feet of leased space taken or condemned or shall
cease if the entire premises be so taken. In either
event the Lessee waives all claims against the Lessor
by reason of the complete or partial taking of the
demised premises.
29. Subordination This Agreement of Lease and all its terms,
covenants and provisions are and each of them is
subject and subordinate to any lease or other
arrangement or right to possession, under which the
Lessor is in Control of the demised premises, to the
rights of the owner or owners of the demised premises
and of the land or buildings of which the demised
premises are a part, to all rights of the Lessor's
landlord and to any and all mortgages and other
encumbrances now or hereafter placed upon the demised
premises or upon the land and/or the buildings
containing the same; and Lessee expressly agrees that
if Lessor's tenancy, control, or right to possession
shall terminate either by expiration, forfeiture or
otherwise, then this lease shall thereupon immediately
terminate and the Lessee shall, thereupon, give
immediate possession; and Lessee hereby waives any and
all claims for damages or otherwise by reason of such
termination as aforesaid.
30. Notices All notices must be given by certified mail, return
receipt requested.
31. Lease Contains all It is expressly understood and agreed by and
Agreements between the parties hereto that this lease and the
riders attached hereto and forming a part hereof set
forth all the promises, agreements, conditions and
understandings between Lessor or his Agent and Lessee
relative to the demised premises, and that there are no
promises, agreements, conditions or understandings,
either oral or written, between them other than as
herein set forth. It is further understood and agreed
that, except as herein otherwise provided, no subsequent
alteration, amendment, change or addition to this lease
shall be binding upon Lessor or Lessee unless reduced
to writing and signed by them.
32. Heirs and All rights and liabilities herein given to, or
Assignees imposed upon, the respective parties hereto shall
extend to and bind the several and respective heirs,
executors, administrators, successors and assigns of
said parties; and if there shall be more than one
Lessee, they shall all be bound jointly and severally by
the terms, covenants and agreements herein, and the word
"Lessee" shall be deemed and taken to mean each and
every person or party mentioned as a Lessee herein, be
the same one or more; and if there shall be more than
one Lessee, any notice required or permitted by the
terms of this lease may be given by or to any one
thereof, and shall have the same force and effect as if
given by or to all thereof. The words "his" and "him"
wherever stated herein, shall be deemed to refer to the
"Lessor" or "Lessee" whether such Lessor or Lessee be
singular or plural and irrespective of gender. No
rights, however, shall inure to the benefit of any
assignee of Lessee unless the assignment to such
assignee has been approved by Lessor in writing as
aforesaid.
33. Headings no Any headings preceding the text of the several
part of lease paragraphs and sub-paragraphs hereof are inserted
solely for convenience of reference and shall not
constitute a part of this lease nor shall they affect
its meaning, construction or effect.
<PAGE>
In Witness Whereof, the parties hereto have executed these presents the day
and year first above written, and intend to be legally bound thereby.
SEALED AND DELIVERED IN THE Tornetta Realty Corp., Agent
PRESENCE OF:
---------------------------- ----------------------------Agent
Burnside Associates/Fourtees
---------------------------- ---------------------------------
(Lessee)
---------------------------- ---------------------------------
National Fiberstok Corporation
BY:
---------------------------- ---------------------------------
(Lessee)
---------------------------- ATTEST:
---------------------------------
(Lessee)
<PAGE>
ADDENDUM to Lease Agreement dated September 2nd, 1994, by and between
Tornetta Realty Corp., Agent for Burnside Associates/Fourtees, Co. (hereinafter
referred to as Lessor), and National Fiberstok Corporation, a Delaware
corporation (hereinafter referred to as Lessee), for all that certain space
consisting of approximately 7,138 +/- square feet hereinafter referred to as the
demised premises, and being a portion of the building on Lot #9 in the Norriton
Business Campus, East Norriton Township, Montgomery County, Pennsylvania, said
demised premises having the mailing address of 2051A Potshop Lane, Norristown,
PA 19403.
In the event of any conflict between the provisions of this Addendum and
the preprinted provisions of this Lease, the provisions of this Addendum shall
control and shall be given full force and effect without regard to any
conflicting or contrary preprinted provisions.
34.) Lessee agrees to pay immediately to Lessor a late charge of six (6%)
percent of the gross monthly rental for rents not received by Lessor on time.
All rents are due on the first of each month. A charge of $50.00 is applicable
for any checks returned from the bank, for whatever reason.
Further, no payment by Lessee or receipt by Lessor, or Lessor's Agent, of a
lesser amount than any installment or payment of rent or additional rent due
shall be deemed to be other than on account of the amount due, and no
endorsement or statement on any check or payment shall be deemed an accord and
satisfaction. Lessor, or Lessor's Agent, may accept such check or payment
without prejudice to Lessor's right to recover the balance of such installment
or payment due, or pursue any other remedies available to Lessor.
35.) It is agreed and understood by all parties made a part hereto, that
Tornetta Realty Corp. is the sole and exclusive agent for Lessor on said
property. Accordingly, Tornetta Realty Corp. shall be paid by Lessor at the
rate of commission as outlined in a separate "Agency Agreement" between
Lessor and Tornetta Realty Corp. Further it is understood and agreed that the
officers of Tornetta Realty Corp., Agents herein, have an interest in the
ownership of the herein described property. Lessee is not responsible for any
commission payable to Tornetta Realty Corp.
36.) Lessee agrees to pay as additional rent, in addition to the minimum rental
hereon reserved, their proportionate share of all taxes (including assessments)
assessed or imposed upon the property of which the demised premises is a part
based upon the percentage by which Lessee's square footage bears to the entire
square footage of the building during the term of this Lease, renewals or
extensions thereof. Lessee shall pay to Lessor such taxes based on the fiscal
year or years of the taxing authorities, or portions thereof during the term
hereof (appropriately apportioned for any partial year at the beginning or end
of the term hereof).
Lessor shall submit to Lessee a copy of any tax bills authorized and
prepared by the tax authorities, as well as a bill prepared by Lessor as to
Lessee's share of taxes due. Lessee shall at all times be responsible for and
shall pay before delinquency Lessee's proportionate share of all county,
township, and school real estate taxes assessed against the property, as well as
all municipal, county, state or federal taxes assessed against any leasehold
interest or any personal property of any kind owned, installed or used by
Lessee, as well as all rent, occupancy, transportation, utility, use, amusement
or vending machine taxes, now or hereafter imposed. Said taxes shall be paid by
Lessee to Lessor at least one (1) month before the expiration of the net payment
period of said taxes and before penalties are assessed.
In the event lessee desires to take advantage of any early payment
discount, then said tax payment shall be paid by Lessee to Lessor at least
thirty (30) days before the expiration of any discount period. A bill submitted
by Lessor to Lessee shall be conclusive evidence of the amount of taxes assessed
or levied, as well as the items taxed.
(1)
<PAGE>
37.) Further to Paragraph 13(c) of this Lease Agreement, Lessee agrees that it
will not keep, use, or offer for sale in or upon the demised premises any
article which may be prohibited by the standard form of fire insurance policy.
Lessee shall follow the recommendation of the Lessor, or its Agents, on
conditions which will help to lower the premium rate of insurance.
Lessor agrees to carry policies insuring the improvements on Lessor's
property against fire and such other perils as are normally covered by Lessor in
an amount of at least ninety (90%) percent of the replacement value of such
improvements, together with insurance against such other risks (including loss
of rent) including Fire, Extended Coverage, Vandalism and Malicious Mischief,
Sprinkler, Rent, Sign, Boiler, Casualty and Liability Insurance, and in such
amounts as Lessor deems appropriate. Lessee agrees to reimburse to Lessor their
proportionate share of said insurance upon the property of which the demised
premises is a part, based upon the percentage by which Lessee's square footage
bears to the entire square footage of the building during the term of this
Lease, renewals or extensions thereof. Such cost of said insurance, as stated
above, shall be paid by the Lessee to Lessor as additional rent, in addition to
the minimum rental hereon reserved within thirty (30) days of proof of payment
of such insurance. Such insurance shall not include Lessee's furniture,
fixtures, equipment or improvements. The amount due hereunder on account of said
insurance shall be apportioned for that part of the first and last calendar
years covered by the term hereof.
38.) During the term of this lease and any extensions thereof, Lessee shall
keep in full force and effect a policy of Commercial General Liability Insurance
in which the limits of Bodily Injury shall not be less than $1,000,000.00 per
occurrence, and on which the Property Damage Limit shall not be less than
$1,000,000.00 per occurrence. The insurance carrier and the form and substance
of the policy shall be to the satisfaction of Lessor and a copy of the policy or
a Certificate of Insurance shall be delivered to the Lessor's Agent. The
insurance carrier shall be a responsible insurance carrier authorized to do
business in the State of Pennsylvania. It shall have a policy holders rating of
no less than "A" in the most current edition of Best's Insurance Report. Said
policy shall name Lessor, Agent, and any persons, firms or corporations
designated by Lessor, and Lessee, as insured, and shall contain a clause that
the insurer will not cancel or change the insurance without first giving the
Lessor thirty (30) days prior written notice.
39. In compliance with Paragraph 15(c) of this Lease Agreement, and any other
applicable provisions contained herein, it is understood and agreed that the
Lessee will not install any signs without having first received written
permission from Lessor, and will be solely responsible for any cost and effort
as may be required for the installation of signs on the building or within the
demised premises. This responsibility includes the purchase, installation,
maintenance, upkeep, and removal if requested by Lessor (and repair after
removal of any damage caused by signs), of any such sign(s). Further, Lessee is
responsible to obtain and pay for any governmental licenses and/or permits, as
may be required for any such sign(s). All signs of Lessee shall be maintained by
Lessee, and kept in proper order including lighting, repairs and/or repainting.
Lessor makes no representation as to whether or not signage, or the type or size
of signage is permitted by governmental authorities at the demised premises or
the building.
40.) Lessee, at the Lessee's expense, shall comply with all laws, rules,
orders, ordinances, directions, regulations, and requirements of federal, state,
county and municipal authorities, now in force or which may hereafter be in
force, which shall impose any duty upon Lessor or Lessee with respect to the
use, occupation or alteration of the demised premises. This shall include, but
will not be limited to, obtaining whatever permits and/or licenses which may be
required by Lessee to operate from this location, any permits and/or licenses
which may be required for the installation of signs, and compliance with the
Americans with Disabilities Act relating to Lessee's use and occupancy of the
demised premises. Lessee's responsibility and compliance with this paragraph
shall also include any present and future governmental or quasi-governmental
directives (including without limitation those requirements of the Occupational
Safety and Health Administration that relate to the premises) including but not
limited to the indoor air quality of the demised premises and the maintenance of
any heating, ventilating, and air-conditioning equipment or system for which the
Lessee is responsible pursuant to this Lease. Lessee's failure to comply with
any such law, order, ordinance, rule, regulation or directive above mentioned
may be considered an Event of Default under this Lease.
(2)
<PAGE>
41.) Lessor's responsibility under this Lease shall be limited to its interest
in the demised premises and in the building of which the demised premises forms
a part, and no members of Lessor's partnership shall be personally liable
hereunder. Lessee agrees to look solely to Lessor's interest in the demised
premises and in the building for the collection of any judgment, and, in
entering any such judgment, the person entering same shall request the
prothonotary to mark the judgment index accordingly. If the demised premises or
the building is transferred or conveyed, Lessor shall be relieved of all
covenants and obligations under this Lease thereafter, provided that notice of
said transfer or conveyance is given to Lessee by Lessor.
42.) Lessor represents and warrants to Lessee that to the best of their
knowledge that no hazardous waste or hazardous substances, or other
substances contrary to the Department of Environmental Resources (DER), the
Environmental Protection Agency (EPA), or any other federal, state, or local
authority having jurisdiction having regulations, have been previously buried
or dumped on the demised premises. Furthermore, Lessee represents and
warrants that they will not dump, bury, or contaminate the property with any
hazardous waste or hazardous substances, or other substances contrary to the
Department of Environmental Resources (DER), Environmental Protection Agency
(EPA), or any other federal, state, or local authority regulations. Lessee
also agrees and understands that should they be in violation of any laws
concerning the handling of materials known to be hazardous or have toxic
characteristics and should any such materials be dumped, buried, or spilled
into the air, soil, surface water, or ground water of the subject premise,
then it shall be the sole responsibility of the Lessee to correct said
condition to the satisfaction of the Lessor and the Department of
Environmental Resources (DER), the Environmental Protection Agency (EPA), and
any other authority having jurisdiction, and the Lessor may cancel this
Lease. The provisions of this paragraph shall survive expiration or
termination of this Lease.
43.) Lessee agrees to prohibit any odors, smoke, noise, or other pollutant
resulting from Lessee's use of the demised premises, to the extent that any such
pollution, in Lessor's opinion, is disturbing and adversely affects any other
tenant, or is contrary to any governmental regulations. Should any such
pollution occur, in Lessor's sole opinion, Lessee shall be responsible for the
installation of necessary sound and odor controlling devises as is necessary so
as not to unreasonably disturb the adjoining tenants.
44.) During the term of this Lease Agreement, and any extensions or renewals
thereof, Lessor is responsible for any structural repairs to the roof and
exterior walls of the leased building. Lessor's obligation to make such
repairs, or replacements if necessary, shall not extend to any damage caused by
the Lessee, it's agents, employees, and/or invitees. In this event, any such
repairs or replacements, if necessary, shall be borne exclusively by Lessee.
Lessee moreover has no rights whatsoever to said roof area and shall not, in any
way, cause to have any appurtenances attached thereto. If Lessee should disturb
the roof in any manner which would affect the Lessor's roof guarantee, the
Lessee shall be responsible to satisfy said guarantee.
45.) It is understood and agreed between all parties made a part hereto that
this Lease Agreement shall be deemed a net/net/net Lease. Lessor shall provide,
as needed in the opinion of the Lessor, certain services to the common areas of
the property of which the demised premises is a part as well as the common areas
of the entire campus. Said Services shall include, but may not be limited to,
the cutting of grass, maintenance of landscaping, snow and ice removal,
maintenance of sanitary sewer systems, maintenance of retention basins, general
periodic clean-up, replacement of exterior lights and bulbs and/or fixtures,
common area lighting, repairs to the parking area and access roads, including
the main access roads, and seven (7%) percent of all the foregoing costs to
cover the Lessor's administrative and overhead costs. Coincidental with these
services, Lessor shall bill Lessee quarterly (every three [3] months) for
Lessee's proportionate share of said common area charges based on the percentage
by which the square footage of the demised premises bears to the total leased
square footage of the building of which the demised premises is a part. Any
such billings shall be treated as additional rent, and shall be as same in
accord with the provisions of this Lease Agreement, including Paragraph 34 of
this Lease.
(3)
<PAGE>
46.) Inasmuch as the demised premises contains a wet sprinkler system and to
the extent that the demised premises is sprinklered, Lessor agrees to provide
any periodic maintenance of said sprinkler system as required from time to time,
unless damage thereto is caused by Lessee, its agents, servants, employees,
and/or invitees. Further, any damages resulting from the activation of the
sprinkler system within the demised premises shall be at the absolute risk of
the Lessee, with no obligation to the Lessor resulting thereof. In addition,
Lessor shall be held harmless from any claim by Lessee due to the failure of the
sprinkler system to adequately function. Lessee shall pay for all maintenance,
including any fire service charge, water company charge, and any monitoring for
the sprinkler system. Also, Lessee shall maintain heat in the demised premises
so as to prevent the sprinkler system from freezing.
It is further agreed and understood that said sprinkler system is designed
for a Class 2 type of building use, and should Lessee desire or should Lessee
need other than the class 2 system, then (a) Lessee must receive permission from
Lessor and (b) said sprinkler system will be changed and maintained at Lessee's
sole cost and expense to satisfy the Lessor and all governmental and local Fire
Marshall regulations concerning same.
47.) Lessee shall be solely responsible for, agrees to contract with, and
promptly pay all charges for heat, water, gas, sewer, electricity, trash,
telephone, or any other utility or other service rendered, used or consumed in
the demised premises, and service inspections made thereof, whether call charge,
tax, assessment, fee or otherwise. Lessee shall also pay any "fire company
charge" imposed with respect to the premises.
Should Lessor elect to supply the water, gas, heat, electricity, trash,
sewer or any other utility used or consumed in the demised premises, Lessee
agrees to purchase and pay for the same as additional rent at rates which will
not exceed those rates filed by the proper regulatory authorities. In no event
shall Lessor be liable for an interruption or failure in the supply of any such
utilities to the demised premises. Should the Lessee fail to make these
payments when due, Lessor shall have the right to settle therefore such sums to
be considered additional rent and collectible from Lessee as such by distress or
other process, and to have all the priorities given by law to claims for rent.
Lessee further covenants and agrees throughout the term of this Lease
Agreement, any extensions or renewals thereof, that it will be responsible to
maintain the demised premises in good repair, order and condition, at its
sole cost and expense, excluding any normal maintenance as may be required to
the structural members, exterior walls, or roof of the demised premises,
provided Lessee is not negligent, but including all floors, interior walls,
ceilings, doors of all types, locks, closures, and hinges, all lighting
(including the replacement of light bulbs), all glass including windows, all
electrical, heat, ventilating, and air conditioning systems, as well as all
utilities and plumbing systems servicing the demised premises, making all
repairs and/or replacements thereto as may be required or necessary, with
materials of like quality.
In addition, Lessee herein shall be responsible to have the heating
system serviced a minimum of once a year, along with having the air
conditioning system/units serviced at least four (4) times per year. Said
servicing shall be at the sole cost and expenses of Lessee, shall be
performed by a reputable heating and/or air conditioning
contractor, and copies of said contract shall be submitted to Lessor by
Lessee annually. Should the Lessee fail to service said systems, then this
work may be done by the Lessor, and immediate payment as well as a service
charge of ten (10%) percent shall be due from the Lessee for such work and/or
repairs.
Further, Lessee shall be responsible for the cleanliness of the demised
premises and shall be responsible, at Lessee's sole cost and expense, for the
separation, recylcing, and removal of Lessee's waste materials to conform with
any and all governmental rules and regulations thereto. It is further agreed
that the Lessor may request Lessee to emty trash daily, and if necessary, in
Lessor's opinion, to temporarily store within the demised premises any trash or
garbage refuse until disposed of by Lessee's trash collector. Lessor may
request special disposal exclusive for Lessee's use in order to prevent odors
and unhealthy conditions. If so requested, such special disposal will be at the
Lessee's full cost and expense. Lessor shall have the right to designate the
location of all dumpsters, and Lessee agrees to comply with all Board of Health
rules and regulations.
(4)
<PAGE>
Also, should Lessor so deem, there may be installed a common area dumpster
for the removal of garbage refuse matter, and should said dumpster be installed,
the Lessee shall pay its appropriate share based upon Lessee's usage, and shall
be billed in accordance with Paragraph 45 herein.
48.) Lessee shall have the nonexclusive use in common with the Lessor, other
tenants, their guests and invitees, of the automobile parking areas, driveways
and footways, subject to reasonable rules and regulations for the use thereof as
prescribed from time to time by Lessor. Lessor shall have the right to
designate parking areas for the use of the building tenants and their employees,
and the Lessee and their employees shall not park in parking areas not so
designated specifically including driveways, fire lanes, loading/unloading
areas, walkways and building entrances. Lessee agrees that upon written notice
from Lessor, it will furnish to Lessor, within five (5) days from receipt of
such notice, the state automobile license numbers assigned to the automobiles of
the Lessee and its employees. Lessor nor its Agent shall be liable for any
vehicles of the Lessee or its employees that the Lessor or Lessor's Agent shall
have towed from the premises when illegally parked. Lessor nor Lessor's Agent
will be liable for damage to vehicles in the parking areas or for theft of
vehicles, personal property from vehicles, or equipment of vehicles.
49.) Outside storage, excluding truck trailers withon the property of which the
demised premises is a part, is not permitted without advance approval in writing
from Lessor. Long term trailer storage on any portion of the property is not
permitted.
50.) Lessee agrees that should it be required in the Lessee's facility, or in
adjacent facilities, that the Lessee shall contract with a pest exterminating
contractor to exterminate as may be necessary and as may be directed by the
Lessor. The sole cost and expense of this service shall be the responsibility
and obligation of the Lessee, and a copy of said contract shall be delivered to
Lessor annually without demand.
51.) Any improvements which the Lessee may require within the demised premises
may not be accomplished without the advanced written permission of the Lessor.
Lessor's approval/permission of any improvements, alterations, plans and/or
working drawings shall create no responsibility or liability on the part of the
Lessor for the completeness, design sufficiency, or compliance with laws, rules
or regulations now in force, or which may hereafter be in force of governmental
agencies or authorities. This includes any installation of any electronic
devices (security systems, fire or intercommunications systems) as well as any
decorative furnishings.
Should the Lessee install or should there presently be a security system of
any type in Lessee's demised premises, then said security system shall remain a
part of the real estate and be turned over to Lessor at the termination of this
Lease, including any keys and/or combinations, without any cost to Lessor, for
his use or for use by subsequent tenants. Should the Lessee be requested to
remove said security system, or be given permission to remove said security
system by the Lessor, then it shall be the Lessee's obligation at their sole
cost and expenses to replace any and all mouldings on windows, doors and walls
which have been penetrated by the installation of the security system to their
original condition.
At the termination of the Lease Agreement, any such improvements or
additions installed at the sole cost and expense of the Lessee may, at the
option of the Lessor, be removed from the demised premises leaving said demised
premises in its original conditions, less normal wear and tear, or said
improvements and/or additions may be left within the demised premises for the
beneficial use of the following occupant, at no cost or expense to the Lessor or
to the following occupant. Lessee, its agents, employees and/or invitees, shall
not cut or drill holes through the aluminum doors, window frames, mouldings or
canopies at any time.
52.) Either party shall, at any time and from time to time, within twenty (20)
days following the written request from the other, execute, acknowledge, and
deliver to the requesting party a written statement certifying that this lease
is in full force and effect and unmodified (or, if modified, stating that nature
of such modification), certifying the date to which the rent reserved hereunder
has been paid, and certifying that there are not, to the certifying party's
knowledge, any uncured defaults or unpaid charges on the part of the other
party, or specifying such defaults or unpaid charges if any are claimed. Any
such statement may be
(5)
<PAGE>
relied upon by any lending institution or by any prospective purchaser or
mortgagee on all or any part of the building or land on which the building is
situated. The failure to deliver such statement within said twenty (20) day
period shall be conclusive that this Lease is in full force and effect and
unmodified, and that there are no uncured defaults in requesting party's
performance hereunder.
53.) Lessee hereby certifies that Lessee is not a non-resident alien, or
foreign corporation, a foreign partnership, a foreign trust, or a foreign estate
(as these terms are defined in the Internal Revenue Code and Income Tax
Regulations); that Lessee's Social Security number or Federal Income Tax number
and Lessee's home or office address are as shown in Part I of this Lease
Agreement. Lessee acknowledges that this certification may be disclosed to the
Internal Revenue Service pursuant to federal law.
54.) It is further agreed and understood between the parties made a part hereto
that the Lessor herein shall perform the following, at their sole cost and
expense, prior to Lessee's occupancy, if possible:
(a). Construct a demising wall along the column line for approximately
one-half of the building (being Lessee's demised premises);
(b). Replace all carpet in all offices with builder's grade carpeting;
(c). Carpet the open office area with builder's grade carpeting;
(d). Repaint all interior office space including bathrooms, offices and
open office area;
(e). Broom-sweep clean the warehouse floor;
(f). Repair the damage to the interior of the exterior rear wall
(warehouse area);
(g). All plumbing, electrical, heating and air conditioning units to be
functioning properly; and
(h). Front door to be repaired to work properly, and re-weather stripped.
In Witness Whereof, the parties hereto have executed these presents
this ______ day of __________ , 1994, and intend to be legally bound thereby.
TORNETTA REALTY CORP.
By: __________________________________
WITNESS:
BURNSIDE ASSOCIATES/FOURTEES, CO.
___________________________________ ______________________________________
(LESSOR)
NATIONAL FIBERSTOK CORPORATION
ATTEST:
___________________________________ BY: __________________________________
(LESSEE)
(6)
<PAGE>
[MAP]
LOCATION MAP [MAP]
SITE PLAN
[MAP]
FLOOR PLAN
EXHIBIT A
This Exhibit / Floor Plan is for the sole purpose to
identify the approximate location of the demised premises in
the building. Lessor makes no representation or warranty by
this Exhibit as to the usable or rentable square footage of
the demised premises or in the building, or to the accuracy
of dimensions as may be herein stated.
<PAGE>
AMENDMENT TO LEASE
THIS AMENDMENT made this 5th day of April, 1995, between TORNETTA REALTY
CORP., Agent for Burnside Associates / Fourtees Co., (hereinafter referred to as
Lessor), and National Fiberstok Corporation, (hereinafter referred to as
Lessee).
WITNESSETH:
WHEREAS, by Lease Agreement dated September 2, 1994, as amended, TORNETTA
REALTY CORP., Agent for Lessor, did lease to Lessee all that certain space
consisting of approximately 7,138 +/- square feet, being a portion of the
building on Lot #9 in the Norriton Business Campus, in the Township of East
Norriton, County of Montgomery, Commonwealth of Pennsylvania.
WHEREAS, Lessee desires to lease additional space and to occupy the entire
building situate on Lot #9, in addition to an extension of the current term of
said Lease.
NOW, THEREFORE, in consideration of the mutual terms, covenants and
conditions hereinafter recited, the parties hereto, intending to be legally
bound, hereby agree as follows:
1.) It is agreed and understood that the Lessee herein shall occupy
the entire building situate on Lot #9 in the Norriton Business Campus, which
building consists of a total square footage deemed to be 14,978 +/- square feet,
as shown on Exhibit A-1, attached hereto and made a part hereof. The effective
date for Lessee to occupy the additional 7,840+/- square footage shall be May 1,
1995.
2.) The term of the above mentioned Lease Agreement is hereby
extended and continued for an additional nineteen (19) months, ending April 30,
2001.
3.) The new base minimum rent, which shall become due for the term of
this Amendment for the entire 14,978+/- square foot building, shall be due on
the first day of each month, and paid as follows:
Commencement Annual Monthly
Date Ending Date Rental Rental
------------ -------------- --------- --------
May 1, 1995 April 30, 1996 $51,264.00 $4,272.00
May 1, 1996 April 30, 1997 $82,379.00 $6,864.92
May 1, 1997 April 30, 1998 $86,123.50 $7,176.96
May 1, 1998 April 30, 1999 $89,868.00 $7,489.00
May 1, 1999 April 30, 2000 $93,612.50 $7,801.00
May 1, 2000 April 30, 2001 $97,357.00 $8,113.08
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<PAGE>
4.) It is further agreed and understood that all sections of said
Lease Agreement shall be amended to reflect the additional space being leased,
and all calculations set forth in said Lease, including additional rent, and
encompassing but not limited to taxes, insurance, utilities, common area
maintenance and maintenance fees, shall also be amended to include said
additional square footage.
5.) It is agreed and understood that the Lessee is leasing the
additional 7,840+/- square feet, as called for herein, it its "As Is" condition.
Lessee assumes the costs and expense of any and all renovations Lessee desires
in said premises, in accordance with Paragraph 51 of said Lease. Lessor herein,
prior to May 1, 1995, shall clean the warehouse floor of the 7,840+/- additional
square footage being leased; in addition to having all plumbing, electrical,
heating and air conditioning units functioning properly in said additional
space.
6.) It is agreed and understood that should the Lessee wish to occupy
the 7,840+/- additional square footage prior to the May 1, 1995, all terms and
conditions of the Lease will then be in full force and effect from the date of
said early occupancy with the exception of the payment of the base minimum rent,
per the Lease. Lessee will be fully responsible for the payment of any and all
utilities used or consumed in the entire premises from the date Lessee is
granted said early occupancy. Early occupancy will not be granted until the
Lessee complies and/or delivers to the Lessor or Lessor's Agent the following:
(1) a fully executed Amendment to Lease Agreement; (2) a Certificate of
Insurance for the entire building shall be deliver to Lessor's Agent; and (3)
all utilities servicing the demised premises shall be transferred into the name
of the Lessee. The per diem rental during said early occupancy period for the
7,840+/- square footage shall be Seventy Four Dollars and fifty/cent ($74.50),
in addition to the then current rental due for the original 7,138+/- square
footage presently leased.
7.) It is agreed and understood that Paragraph 55 of the Second
Addendum to the Lease Agreement, being Lessee's right to renew this Lease for
one (1) renewal term of five (5) years, shall remain in effect with the
exception of the calculation of the rental due during said renewal term. As
herein agreed, Section C of Paragraph 55 shall be amended to read as follows:
(C). The rental during each year of the renewal period provided for
the above shall be the product obtained by multiplying Eight Thousand One
Hundred Thirteen Dollars and Eight/Cents ($8,113.08) per month by a fraction the
numerator of which the "Revised Consumer Price Index for All Urban Consumers
published by the Bureau of Labor Statistics of the United Stats Department of
Labor for Philadelphia-Wilmington-Trenton, PA-DE-NJ-MD Area, All Items, (1982 /
1984 = 100)" ("CPI-U") for that twelve (12) calendar month period ending four
(4) months prior to the first calendar month of each such Lease Year and the
denominator of which is the average CPI-U for that period which is twelve (12)
calendar months ending four (4) months prior to May 1, 2000.
2
<PAGE>
8) Except as herein provided, all other terms, covenants, conditions and
stipulations contained in the aforementioned Lease Agreement, as amended,
modified, and extended, are to be continued with like effect and to all legal
intents and purposes as if included in a new and formal Indenture of Lease
containing identical terms, covenants, conditions and stipulations as in the
original Lease Agreement above mentioned except as herein modified, until such
time as the expiration of the term is hereby extended, and the same is hereby
ratified and confirmed.
This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 19
day of April, 1995.
TORNETTA REALTY CORP., AGENT BURNSIDE ASSOCIATES /
FOURTEES CO.
BY: /s/______________________ BY: /s/______________________
(LESSOR)
NATIONAL FIBERSTOK
CORPORATION
BY: /s/______________________
(LESSOR)
3
<PAGE>
[LOCATION MAP]
[FLOOR PLAN]
Total deemed square footage of building 14,978 PLUS OR MINUS
EXHIBIT A-1
This Exhibit/Floor Plan is for the sole purpose to identify the approximate
location of the demised premises in the building. Lessor makes no representation
or warranty by this Exhibit as to the usable or rentable square footage of the
demised premises or in the building, or to the accuracy of dimensions as may be
herein stated.