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New Jersey-Bordentown-Bordentown Interchange Business Park-Sportsystem Plaza Lease - Benetton Sportsystem USA Inc. and Prince Real Estate Holdings LLC

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This lease, dated 30th day of April 2003 between Benetton Sportsystem USA Inc, having an address at c/o Usa Corp, 597 Fifth Avenue, 11th floor New York N.Y. 10017 hereinafter referred to as the Landlord, and Prince Real Estate Holdings, LLC, having an address in c/o Lincolnshire Management, Inc. 780 Third Avenue New York, N.Y. 10017, hereinafter referred to as the Tenant, WITNESSETH: the landlord hereby demises and leases unto the Tenant; and the Tenant hereby hires and takes from the Landlord for the term and upon the rentals hereinafter specified, the premises described as follows, situated in Bordentown, Country of Burlington and State of New Jersey.

See Rider A

The term of this demise shall be for three years beginning 2003 and ending 2006. The annual rent for the demised term shall be Six Hundred Fifteen Thousand Dollars ( USD 615,000).

The said rent is to be payable monthly in advance on the first day of each calendar month for the term hereof in installments as follows: fifty one thousand two hundred fifty Dollars (USD 51,250) per month at the office of Landlord first written above or as may be otherwise directed by the Landlord in writing.


First: the Landlord covenants that the tenant, on paying the said rental and performing the covenants and conditions in these Lease contained shall and may peaceably and quietly have, hold and enjoy the demised premises for the term aforesaid.

Second: the tenant covenants and agrees to use the demised premises as an office and warehouse for storage of sporting equipment sold in tenant's business ( See Rider 2 ) and agrees not to use or permit the premises to be used for any other purpose without the prior written consent of the Landlord endorsed hereon.

Third: the tenant shall, without any previous demand thereof, pay to the Landlord, or its agent, the said rent at the times and in the manner above provided. In the event of the non-payment of said rent, or any installment thereof, at the times and in the manner above provided, and if the same shall remain in default for ten days after becoming due or if the tenant shall be dispossessed for non-payment of rent, (see Rider 2.1), may relet the premises as the agent of the Tenant, and receive the rent therefore, upon such terms as shall be satisfactory to the Landlord, and all rights of the Tenant to repossess the premises under this lease shall be forfeited. Such re-entry by the Landlord shall not operate to release the Tenant form any rent to be paid or covenants to be performed hereunder during the full term of this lease. For the purpose of reletting, the Landlord shall authorized to make such repairs or alterations in or to the leased premises as may be necessary to place the same in good order and condition. The Tenant shall be liable to be Landlord for the cost of such repairs or alterations, and all expenses of such reletting. If the sum realized or to be realized from the reletting is insufficient to satisfy the monthly or term rent provided in this lease, the Landlord, at its option, may require the Tenant to pay such deficiency month by month. The Tenant shall not be in title to any surplus accruing as result of the reletting. The Landlord shall have the right, as agent of the Tenant, to take possession of any furniture fixtures or other personal property of the Tenant found in or about the premises, and sell the same at public or private sale and to apply the proceeds thereof to the payment of any moneys becoming due under this lease, the Tenant hereby waiving the benefit of all the laws exempting property form execution, levy and sale on distress or judgment. See Rider 3.2.

Fourth: The Tenant shall not sub-let the demised premises nor any portion thereof nor shall these lease be assigned by the Tenant without the prior consent of the Landlord endorsed hereon. See Rider 4.

Fifth: the Tenant has examined the demised premises, and accepts them in their present condition (except as otherwise expressly provided herein) and without any representations on the part of the Landlord or its agents as to the present or future conditions of the said premises (See Rider 5.1).

The Tenant shall keep the demised premises in good condition, and shall keep them in repair and good appearance (See Rider 5.2). The Tenant shall quit and surrender the premises at the end of the demised term in as good condition as the reasonable use thereof will permit. (See Rider 5.3).

The Tenant shall not make any alterations, additions, or improvements to said premises without the prior written consent of the Landlord (See Rider 5.4). All erections, alterations, additions and improvements, whether temporary or permanent in character, which may be made upon the premises either by the Landlord or the Tenant except furniture or movable trade fixtures and shall remain upon and be surrendered with the premises as a part thereof at the termination of this lease without compensation to the Tenant. The Tenant further agrees to keep said premises and all parts thereof in clean and sanitary and free of trash, inflammable material and other objectionable matter.

Sixth: in the event that any mechanics lien is filed against the premises as a result of alteration, additions or improvements made by the Tenant (See Rider 6.1) the Landlord, at its option, after thirty days' notice to the Tenant may terminate this Lease and may pay the said lien, without inquiring into the validity thereof, and the Tenant shall forthwith reimburse the Landlord the total expense incurred by the Landlord in discharging the said lien, as additional rent hereunder (See Rider 6.2).


Eight: The Landlord shall not be responsible for the loss or damage to property, or injury to person, occurring in or about the demised premises, by reason of any existing or future conditions, defect, matter or thing in said demised premises or the property of which the premises are a part or for the acts, omission or negligence of other persons or tenants in and about the said property. The tenant agrees to indemnify and save the Landlord harmless from all claims and liability for losses or for damage to property, or injuries to persons occurring in or about the demised premises (See Rider 8).

Ninth: utilities and services furnished to the demised premises for the benefit of the Tenant shall be provided and paid for as follows: (See Rider 9). The landlord shall not be liable for any interruption or delay in any of the above services for any reason.

Tenth: the Landlord or its agents, shall have the right to enter the demised premises at reasonable hours in the day or night to examine the same, or to run telephone or other wires, or to make such repairs, additions or alterations as it shall deem necessary for the safety, preservation or restoration of the improvements, or for the safety or convenience of the occupants or user thereof (there being no obligation however, on the part of the Landlord to make any such repairs, additions or alterations), or to exhibit the same to prospective purchasers and put upon the premises a suitable "For Sale" sign. For three months prior to the expiration of the demised term, the Landlord, or its agents, may similarly exhibit the premises to prospective tenants, and may place the usual "to let" signs thereon.

Eleventh: In the event of the destruction of the demised premises (See Rider 11.1), or the building containing the said premises by fire, explosion, the elements or otherwise doing the term hereby created, or previous thereto, or such partial destruction thereof, as to render the premises wholly untenantable or unfit for occupancy, or should the demised premises be so badly injured that the same cannot be repaired within ninety days from the happening of such injury, then and in such case the term hereby created shall, at the option of the Landlord (See Rider11.1), cease and become null and void from the date of such damage or destruction, and the tenant shall immediately surrender said premises and all the Tenant's interest therein to the Landlord and shall pay rent only to the time of such surrender, in which event the Landlord may re-enter said re-possess the premises thus discharged from this lease and may remove all parties there from. Should the demised premises be rendered untenantable and unfit for occupancy, but yet be repairable within ninety days from the happening of said injury, the Landlord (See Rider 11.2), may enter and repair the same with reasonable speed, and the rent shall not accrued after said injury or while repairs are being made, but shall recommence immediately after said repairs shall be completed. But if the premises shall be so slightly injured as not to be rendered untenantable and unfit for occupancy, then the Landlord agrees to repair the same with reasonable promptness and in that case the rent accrued and accruing shall not cease or determined, the Tenant shall immediately notify the landlord in case of fire or other damage to the premises (See Rider 11.3)

Twelfth: the Tenant aggress to observe and comply with all laws, ordinances, rules and regulations of the Federal, State, County and Municipal Authorities applicable to the business to be conducted by the Tenant in the demised premises (See Rider 12.1).

The Tenant agrees not to do or permit anything to be done in said premises, or keep anything therein, which will increase the rate of fire insurance premiums on the improvements or any part thereof, or on property kept therein or which will obstruct or interfere with the rights of other tenants, or conflict with the regulations of the Fire Department or with any insurance policy upon said improvements or any part thereof. In the event of any increase in insurance premiums resulting from the tenant's occupancy of the premises, or from any act or omission on the part of the Tenant, the Tenant agrees to pay said increase in insurance premiums on the improvements or contents thereof as additional rent.

Thirteenth: No sign, advertisement or notice shall be affixed to or placed upon any part of the demised premises by the Tenant except in such manner, and of such side, design and colour as shall be approved in advance in writing by the Landlord (See Rider 13).

Fourteenth: this lease is subject and is hereby subordinated to all present and future mortgages, deeds of trust and other encumbrances affecting the demised premises or property or said premises are a part. The Tenant agrees to execute, at no expense to the Landlord, any instrument which may be deemed necessary or desirable by the Landlord to further effect the subordination of these lease of any such mortgage, deed of trust or encumbrances.

Sixteenth: the rules and regulations regarding the demised premises, affixed to this lease, if any, as well as any other and further reasonable rules and regulations which shall be made by the Landlord, shall be observed by the Tenant and by the Tenant's employees, agents and customers. The Landlord reserves the right to rescind any presently existing rules applicable to the demised premises, and to make such other and further reasonable rules and regulations as, in its judgment, may from time to time be desirable for the safety and cleanliness of the premises and for the preservation of good order therein, which rules when so made and notice thereof given to the Tenant, shall have the same force and effect as if originally made a part of this lease. Such other and further rules shall not, however be inconsistent with the proper and rightful enjoyment by the Tenant of the demised premises.

Seventeenth: in case of violation by the Tenant of any of the covenants, agreements and conditions of these lease, or of the rules and regulations now or hereafter to be reasonably established by the Landlord and upon failure to discontinue such violation (see Rider 17.1) his lease shall thenceforth, at the option of the Landlord, become null and void, and the Landlord may re-enter without further notice or demand. The rent in such case shall become due, be apportioned and paid on and up to the day of such re-entry, and the tenant shall be liable for all loss or damage resulting from such violation as aforesaid. No waiver by the Landlord of any violation or breach or condition by the tenant shall constitute or be construed as a waiver of any other violation or breach of condition, nor shall lapse of time after breach of condition by tenant before the Landlord shall exercise its option under this paragraph operate to defeat the right of the Landlord to declare this lease null and void and to re-enter upon the demised premises after the said breach or violation (see Rider 17.2).

Eighteenth: all notices and demands legal or otherwise incidental to this lease, or the occupation of the demised premises, shall be in writing (see Rider 18).

Nineteenth: it is further agreed that if at any time during the term of this lease the tenant shall make any assignment for the benefit of creditors or be decreed insolvent or bankrupt according to law, or if a receiver shall be appointed for the Tenant, the Landlord may, at its option, terminate this lease, exercise of such option to be evidenced by notice to that effect served upon the assignee, receive, trustee or other person in charge of the liquidation of the property of the Tenant or the Tenant's estate but such termination shall not release or discharge any payment of rent payable hereunder and the accrued, or any liability then accrued by reason of any agreement or covenant herein contained on the part of the Tenant or the Tenant's legal representatives.

Twentieth: in the event that the Tenant shall remain in the demised premises after the expiration of this lease without having execute a new written lease with the Landlord, such holding over shall not constitute a renewal or extension of this lease. The Landlord may, at its option, elect to treat the Tenant as one who has not removed at the end of his term, and thereupon be entitled to all the remedies against provided by law in that situation or the Landlord may elect, at its option, to construe such holding over as a Tenancy from month to month, subject to all the terms and conditions of this lease, except as to duration as thereof, and in that event the Tenant shall pay monthly rent in advance at the rate provided herein as effective during the last month of the demised term.

Twenty first: if the property or any part thereof wherein the demised premises are located shall be taken by public or quasi-public authority under any power or eminent domain or condemnation, this lease, at the option of the Landlord, shall forthwith terminate and Tenant shall have no claim or interest in or to any award of damages for such taking.

Twenty-second : (see Rider 21).

Twenty-third: any dispute arising under this lease shall be settled by arbitration. (see Rider 23.1).

Then Landlord and Tenant shall each choose an arbitrator, and the two arbitrators chosen shall select a third arbitrator. The findings and award of the three arbitrators thus chosen shall be final and binding on the parties hereto (see Rider 23.2).

Twenty-fourth: no rights are to be conferred upon the Tenant until this leas has been signed by the Landlord and the an executed copy of the lease has been delivered to the Tenant.

Twenty-fifth: The foregoing rights and remedies are not intended to be exclusive but as additional to all rights and remedies the Landlord would otherwise have by law.

Twenty-sixth: all of the terms covenants and conditions of this lease shall inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the parties of hereto. However, in the event of the death of the Tenant, if an individual, the Landlord may, at its option, terminate this lease by notifying the executor or administrator of the Tenant at the demised premises.

Twenty-seventh: this lease and the obligation of Tenant of pay rent hereunder and perform all of the other covenants and agreements hereunder on part of Tenant to be performed shall in nowise be affected, impaired or excused because Landlord is unable to supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to make, or is delayed in making any repairs, addition, alteration, or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of governmental preemption in connection with the National Emergency declared by the President of the U.S.A. or in connection with any rule, order or regulation or any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by the war.

Twenty-eighth: these instrument may not be changed orally:

See Rider

IN WITNESS WHEREOF, the said Parties have hereunto set their hands and seals the day and year first above written.

Benetton Sportsystem USA Inc

Prince Real Estate Holdings LLC

Rider to Lease by and between Benetton

Sportsystem U.S.A., Inc. and Prince Real Estate Holding, LLC

This Rider to the Lease, dated as of the date hereof, by and between Benetton Sportsystem U.S.A., Inc., as Landlord, and Prince Real Estate Holdings, LLC, as Tenant is annexed to and incorporated into the Lease. In the event of any conflict between the terms hereof and the printed portion of the Lease, the terms hereof shall prevail.

Rider A:

Landlord is the owner of an office and warehouse facility in Bordentown, New Jersey with an address of Bordentown Interchange Business Park, Sportsystem Plaza, Bordentown, NJ. The office and warehouse facility is referred to as the "Property" and is more particularly defined below. That portion of the Property leased to Tenant shall consist of approximately (1) thirty-eight thousand, six hundred (38,600) gross rentable square feet, constituting all of the gross rentable square feet of space contained in the office building known and designated as One Sportsystem Plaza, Bordentown Township, Burlington County, New Jersey; and (2) approximately seventy-three thousand (73,000) gross rentable square feet of warehouse space (including the shipping office space therein), contained in the warehouse portion of the building ("Warehouse") known and designated as Two Sportsystem Plaza, Bordentown Township, Burlington County, New Jersey (collectively, (l) and (2) shall be hereinafter "Premises" or "demised premises").

Landlord is the fee owner of the "Property". The "Property" consists of (a) all of that certain plot of land described by metes and bounds on the attached Exhibit A (the "Land"); (b) the entire building constructed on the Land and all other structures, buildings and improvements on the Land from time to time (collectively, the "Building"); (c) all fixtures, equipment, and machinery now or hereafter attached or affixed to the Land and the Building (other than trade fixtures owned by Tenant), and all right, title and interest of Landlord in and to all engineering, architectural and like studies and reports, if any, performed in connection with the Land and/or the Building (collectively, the "Personalty"); and (d) all easements, rights of way or use, privileges, licenses, and appurtenances and rights to the same thereunto belonging or appertaining to the Land and/or the Building, including without limitation all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof , and any easements in gross, licenses, permits, approvals, or other rights not necessarily appertaining to the Land or the Building but owned by Landlord and relating to the construction, use or operation of the Land and/or Building, if any (collectively, the "Appurtenances").

Landlord warrants and represents that, to Landlord's knowledge, in reliance on the title report No. 62628 dated February 15, 2003 prepared by Royal Abstract Corp. of New Jersey on behalf of First American Title Insurance Company, and without independent investigation, the Property is subject to no encumbrances other than the "Permitted Encumbrances" set forth on Exhibit B attached hereto.

Rider 2:

or for the continuation of any current use of the Premises, or for any other legal use.

Rider 3-1:

then Landlord may at any time thereafter give to Tenant a notice of termination of the Lease setting forth a termination date 10 days from the date of giving such notice and upon the giving of such notice, this Lease shall terminate at the expiration of the 10th day and, in such event, Landlord may recover possession of the Premises in accordance with the laws of the State of New Jersey.

Rider 3-2:

Landlord waives any common law or statutory lien that Landlord may have now or hereafter with respect to any personal property or trade fixtures owned by Tenant.

Landlord agrees that neither this Lease nor the relationship of Landlord and Tenant shall create, nor does Landlord have, nor shall Landlord hereafter have, any security interest in Tenant's personal property and fixtures now or hereafter located on the Premises unless as a result of a separate security agreement in writing executed by Landlord and Tenant. Should either party hereto commence an action or proceeding to enforce its rights hereunder or to clarify same, the substantially prevailing party shall be entitled to recover from the other party its costs, including without limitation reasonable attorneys' fees.

Rider 4:

Notwithstanding anything to the contrary in this Lease, Tenant may permit the Premises or any portion thereof to be used by, licensed to, or may sublease the Premises or assign this Lease to any party without Landlord's consent which: (i) wholly owns or controls Tenant directly or indirectly; (ii) is wholly owned or controlled by Tenant directly or indirectly; (iii) is under common ownership or control with Tenant directly or indirectly; (iv) into which Tenant or any of the foregoing parties is merged, consolidated or reorganized or to which all of substantially all of Tenant's assets or any such other parties' assets are sold; or (v) or which enters into a joint venture with Tenant or any parent, subsidiary (whether direct or indirect) or affiliate of Tenant, provided that, in each case, Tenant shall remain fully liable for all of its obligations under this Lease, including, without limitation, the obligations to purchase the Property if Landlord exercises the "put," as more fully described in the Additional Rider attached hereto. If Landlord's consent to an assignment or sublease is required, Landlord shall not unreasonably withhold, its consent and shall issue or deny its consent within fifteen business days of the submission to Landlord of Tenant's request ("Consent Deadline"). If Landlord does not consent, it shall set forth in writing the basis for withholding consent. If LandIord receives a notice requesting Landlord's approval of an assignment or sublease, and Tenant does not receive a written refusal to approve the assignment or sublease on or before the "Consent Deadline", LandIord shall be deemed to have given its consent to the assignment or sublease. The "Consent Deadline" may be extended in the event that LandIord reasonably requests additional information concerning the assignement or sublease on or before the tenth business day after receipt of Tenant's notice requesting approval. Notwithstanding any assignment of the Lease or sublet of a portion of the Premises, Tenant and Prince Sports, Inc. shall guaranty the obligations of the Tenant under the Lease. In confirmation of the foregoing sentence, Tenant and Prince Sports, Inc. shall enter into the Guaranty, in the form of Exhibit C, simultaneously with execution of this Lease.

Rider 5-1:

except as otherwise provided herein.

Rider 5-2:

Notwithstanding the foregoing, Tenant's obligations to keep the Premises in good order, condition, repair and appearance shall include all portions of the Building Systems (as defined below) that are located within the demised premises in order to keep the Building Systems in good working order and condition (hereinafter, "Tenant's Maintenance"). "Tenant's Maintenance" is the performance of routine repairs and replacements to the Premises as required to keep the Premises in good order, condition and repair except for reasonable wear and tear, loss from fife or other casualty, and condemnation, except that in the event repairs are required by reason of Tenant's damage thereto, or use of the Premises contrary to the terms of the Lease, then Tenant shall be responsible for repairs necessitated by its conduct. "Tenant's Maintenance" includes any modifications required to the Premises in order to make the Premises comply with laws applicable to Tenant's particular use (as opposed to the commercial use of any tenant for warehouse, office, storage, or distribution purposes) and any damage to the Property caused by Tenant's negligence. (except as provided in the paragraph entitled Insurance below). "Tenant's Maintenance" excludes any items that are part of "Landlord's Maintenance" (hereinafter defined).

Landlord agrees to perform "Landlord's Maintenance" during the term of the Lease.

"Landlord's Maintenance" is the maintenance, repair, replacement, and management of the Property such that it is at all times in the same order, condition, repair and appearance as of the date hereof. "Landlord's Maintenance" includes, without limitation: maintaining the roof, structural elements, exterior, common and public areas, elevator, and, except for the systems within the demised premises, the heating, ventilation, and air conditioning system, the electrical system, the plumbing system, the sprinklers (if any), and the systems relating to any other utility (all such systems being collectively referred to as the "Building Systems") in good order, condition and repair. After the end of each year during the term oft he Lease, Tenant agrees to pay a pro rata share oft he "Operating Expenses" (hereinafter defined) paid by Landlord during the preceding year. Tenant's pro rata share is a fraction. The numerator of the fraction is the interior leaseable square footage of the Premises, and the denominator of the interior leasable square footage of the building in which the Premises is located. The Landlord represents that the Tenant's pro rata share is 72%. In no event shall the payment be due in less than thirty days from receipt by Tenant of an invoice for Tenant's pro rata share of Operating Expenses.

Tenant may, at any time within 180 days of receipt of the invoice, request documentation supporting the Operating Expenses claimed by LandIord and LandIord shall provide Tenant with copies of all such documentation within twenty days of such request. In the event Tenant disputes the amount due hereunder, it shall nevertheless pay same until such time as the dispute has been resolved, provided, however, that in the event Tenant purchases the Property in accordance with the terms of Exhibit D annexed hereto, any dispute arising from the payment of Operating Expenses shall be resolved before the Closing Date.

"Operating Expenses" are the reasonable out of pocket costs of performing Landlord's Maintenance paid by Landlord during the term of the Lease, except that "Operating Expenses" shall exclude the following: separately metered utilities paid by a tenant; costs (including, without limitation, costs for repairs) necessitated by Landlord's negligence or intentional tort; costs arising from any breach by Landlord or claimed breach of Landlord of any obligation to Tenant or to any third party; consulting fees, executive compensation and compensation for any personnel not involved in day to day management or maintenance or above the level of building manager; advertising; brokerage fees; leasing commissions, attorneys fees, costs, disbursements and other expenses incurred in connection with negotiations for leases with tenants, other occupants, or prospective tenants or other occupants of the Property, or costs incurred in connection with disputes with tenants, other occupants, or prospective tenants, or costs and expenses incurred in connection with negotiations or disputes with consultants, management agents, purchasers or mortgages of the Property; allowances, concessions and other costs and expenses incurred in completing, fixturing, furnishing, renovating or otherwise improving, decorating or redecorating space for tenants (including Tenant), prospective tenants or other occupants and prospective occupants of the Property, or vacant, leasable space in the Property; costs of a capital nature, including, without limitation, capital improvements, capital repairs, capital equipment and capital tools, all as determined in accordance with generally accepted accounting principles; costs of repairs, restoration, replacements or other work occasioned by fire, windstorm or other loss or casualty (whether such destruction be total or partial and whether or not insured and costs of repairs, restoration and replacements arising from the exercise of eminent domain); expenses or losses reimbursed by insurance or by a tenant or other party who caused the loss; Landlord's principal and interest repayment and other financing costs and any rental under a ground or other lease superior to Landlord's interest in the Property; income, excise and franchise taxes; any charge for depreciation or amortization of the Property or equipment; costs of solicitation of new tenants; all costs or services for which another tenant in the Property is being charged directly or which is for a service not provided to all tenants of the Property; the cost of any item for which Landlord is reimbursed by insurance; costs incurred in connection with the sale, financing, refinancing, mortgaging, selling or change of ownership of the Property, including brokerage commissions, attorneys and accountants fees, closing costs, title insurance premiums, transfer taxes and interest charges; the cost of tenant finish and alterations of space for other tenants; costs, fines, interest, penalties, legal fees or costs of litigation incurred due to the late payment of taxes, utility bills and other costs incurred by Landlord' s failure to make such payments when due; costs to perform work required by the Americans with Disabilities Act; costs to remove or remediate hazardous materials or hazardous waste or to comply with or defend against claims of noncompliance with any laws related to hazardous materials or hazardous waste including without limitation, costs of testing, environmental consultants, attorneys, monitoring, and hazardous materials or hazardous waste removal or remediation; rental or other charge paid for (aa) use of any facilities or (bb) for use of any equipment ordinarily considered to be capital in nature, whether located within or outside of the Property; rent for any on-site leasing facility; any "tap fees" or sewer or water connection fees; fees and charges paid to affiliates of Landlord except for services customarily provided to similar facilities and at competitive and fair rates; overhead and administrative expenses; Landlord's income and franchise taxes, special assessments and other business taxes, and all real estate taxes and assessments imposed on the Property; costs incurred to correct violations of any law, rule, order or regulation which was in effect as of the commencement date of the term (other than costs required to comply with legal requirements arising from a tenant's particular use of its Premises, and not as a result of any tenant's use of the Premises for warehouse, office and/or storage and distribution purposes) and costs incurred to comply with any law, rule, order or regulation in place prior to the commencement date of the term; and other expenses not customarily recognized by generally accepted accounting principles as operating expenses which are passed through to the Tenant. The word "costs" includes, without limitation, all expenses and expenditures.

LandIord shall retain its books and records reflecting Operating Expenses from the fiscal year in which the term of the Lease commences through the fiscal year in which the term of the Lease ends for at least one year after the end of the term of the Lease. Such books shall be maintained in the New York metropolitan area. After receipt of a request to inspect the books and records, LandIord shall afford Tenant or its representatives with access to Landlord's books and records reflecting Operating Expenses and a room in which to examine the books and records. Landlord shall permit Tenant to copy such books and records or portions thereof as Tenant deems relevant to its audit provided Tenant pays Landlord a reasonable per page copy charge based on the average cost per copy incurred by Landlord. In the alternative, Landlord may provide Tenant with copies of all relevant documentation provided that such documentation affords Tenant the information necessary to evaluate the accuracy of the Operating Expenses invoiced.

Rider 5-3:

except for reasonable wear and tear, loss as a result of casualty or condemnation, and the performance of Landlord's Maintenance.

Rider 5-4:

which shall not be unreasonably withheld, provided plans for the proposed alterations accompany the request, Tenant has requested approval only for interior nonstructural alterations, and the alterations do not materially affect the roof. If Tenant has not received a written notice from Landlord disapproving Tenant's proposed alteration within 14 business days of Landlord's receipt of Tenant's written request for approval of alterations, LandIord shall be deemed to have approved the alterations. Notwithstanding the foregoing, Landlord's consent shall not be required for any alterations which cost $15,000 or less, provided that such alterations do not affect the Building Systems or the structure of the Building or affect or can be seen from the exterior of the Building.

Tenant shall have the right to (but shall not be required to) remove trade fixtures and improvements at the expiration of the term provided it repairs any damage caused by the removal. Any of Tenant's personal property not removed from the Premises on or before Tenant's surrender of the Premises shall be deemed abandoned, and Landlord may use or dispose of it without payment of any compensation to Tenant, and if the cost of removal of such abandoned property exceeds the property's salvage value, Tenant shall pay the difference to Landlord on or before the tenth day after receipt of an invoice therefor together with documentation reasonably supporting the invoice. Landlord agrees that if Landlord enters into a lease for any portion of the balance of the leaseable area of the Warehouse, not leased to Tenant, Landlord shall require that such tenant, at is sole cost and expense, erect a wall, or other partition separating the portion of the Warehouse leased to Tenant from the portion of the Warehouse leased to such tenant. The parties agree that such tenant, at its cost and expense, may separate utilities, or heating, ventilation and air conditioning of the Warehouse from the balance of the demised premises. The parties shall reasonably cooperate in the adoption of a plan to separate the Warehouse premises leased to Tenant from the balance of the Warehouse pursuant to a plan proposed by Landlord intended to minimize the cost of such separation and which plan will not materially interfere with Tenant's use of the Warehouse, including, for example, the sharing of bathroom facilities by both tenants in the Property, if necessary. Notwithstanding the foregoing, Tenant shall be responsible for demising the demised premises at the commencement of the Term of this Lease in compliance with applicable law.

Rider 6-1:

and Tenant has not caused the lien to be discharged or bonded off on or before the "Mechanics' Lien Removal Deadline"

Rider 6-2:

The "Mechanics Lien Removal Deadline" shall be the later to occur of (1) the 30th day after Tenant has received a notice from Landlord stating that Tenant is in default as a result of the imposition of a mechanics' lien together with such copy of the lien as Landlord may have; or (2) the date by which Tenant could have bonded of the lien if Tenant retained counsel to bond off the lien within 15 days of receipt of Landlord notice of default with respect to the mechanics' lien, and Tenant diligently pursued the bonding of the lien thereafter.

Rider 8:

except that this indemnity shall not extend to claims, liability, loss or damage arising from the acts or omissions of Landlord, its employees, agents or contractors, or from the acts or omissions of any other tenant of the Property or such tenant's employees, agents or contractors.

Rider 9:

Tenant shall pay for all utilities used or consumed on the Premises that are separately metered for Tenant's exclusive use directly to the utility providing the service. If utilities are supplied to the entire Property (excluding the common areas thereof) and are metered by one meter, Landlord shall pay the cost of the utility in the first instance, and Tenant shall pay Tenant's pro rata share thereof on or before the fifteenth day after a receipt for a bill therefore together with reasonable supporting documentation. If utilities supplied to the entire Property (including the common areas thereof) are metered by one meter, Landlord shall pay the cost of the utility in the first instance, and Tenant shall pay Tenant's pro rata share thereof on or before the fifteenth day after receipt of a bill therefore together with reasonable supporting documentation, and no portion of the cost of such utility reimbursed by Tenant or any other tenant shall be included in Operating Expenses notwithstanding anything in this Lease to the contrary. Tenant shall be responsible for all utility costs and charges incurred with respect to the office building designated as One Sportsystem Plaza and 40% of all utility costs and charges incurred with respect to the office and warehouse buildings designated as Two Sportsystem Plaza. In the event that Tenant or Landlord establishes by reasonable evidence that the consumption of electricity by Tenant or any other tenant of space in Two Sportsystem Plaza is materially more than the pro rata consumption set forth herein, Landlord or Tenant, as the case may be, shall be entitled to an adjustment to the electrical charges provided herein in accordance with the actual usage from and after the date on which Landlord or Tenant establishes its entitlement to such adjustment. Tenant shall continue to pay the electrical charges provided herein until such time as the parties agree on any such adjustment to the electrical charges.

Rider 11-1:

or Tenant

Rider 11-2:


Rider 11-3:

except that rent and other charges due hereunder shall abate in proportion to the portion of the Premises that is not reasonably usable for Tenant's intended purposes from the date of the damage until the date the damage is repaired.


Rider 12-1:

except that Tenant shall not be required to perform any alterations legally required unless the need for the alterations is caused by Tenant's particular use of the Premises (as opposed to the use of the Premises by any commercial tenant for office, storage or distribution purposes).

Rider 13:

which consent shall not be unreasonably withheld. At the expiration of the term, Tenant shall remove any signs installed by Tenant during the term of the Lease, at its cost and expense.

Rider 17-1:

prior to the end of the "Cure Period",

Rider 17-2:

The "Cure Period" shall begin on Tenant's receipt of a written notice describing the default and shall end on the 30th day thereafter, except that if Tenant reasonably proceeds to cure the violation without interruption, the "Cure Period" shall end on the day Tenant could reasonably have cured the violation had Tenant commenced action to cure the violation on or before the 30th day after receipt of written notice describing the violation and had Tenant diligently prosecuted the cure thereafter until complete. The parties acknowledge that the "Cure Period" applies 10 defaults other than the nonpayment of rent.

Rider 18:

Any notice required or permitted to be given under this Lease or by law shall be in writing and (1) delivered in person; and either (2) mailed by certified mail, postage prepaid or (3) sent via Federal Express or other private courier that generally requires the person receiving delivery to sign for the delivery; to the party who is to receive such notice at the addresses specified below, When received, the notice shall be deemed to have been given except that if delivery is refused, the notice shall be deemed to have been given when delivery was refused. The address specified below may be changed by giving written notice thereof to the other party. If a copy address is provided below for a party, no notice to the party shall be effective unless a copy of the notice is sent to the copy address using a mode of delivery permitted hereunder.


Landlord's notice address:

Benetton U.S.A. Corp.

597 Fifth Avenue, 11th Floor

New York, NY 10017

With copy to:

Debevoise & Plimpton

Attn: Maurizio Levi-Minzi

919 Third Avenue

New York, NY 10022

Tenant's notice address:

Prince Sports, Inc.

Att: Chief Financial Officer

One Sportsystem Plaza

Bordentown, NJ 08505

With copy to:

Lincolnshire Management, Inc.

Att: Mr. Michael Lyons

780 Third Avenue

New York, NY 10017

and to:

Golenbock Eiseman Assor

BelI & Peskoe

Att: Andrew Peskoe

437 Madison Avenue

New York, NY 10022

Rider 19:

Notwithstanding anything herein to the contrary, a filing for bankruptcy shall not constitute a default hereunder, provided that the bankruptcy is discharged within ninety days of the date of the filing.

Rider 21:

Provided, however, that in the event a material portion of the Premises shall have been taken by reason of eminent domain so that the taking materially, adversely impacts the Tenant's use and enjoyment of the Premises, the Tenant may, on thirty days notice, terminate this Lease.

Rider 23-1


Rider 23-2

The arbitration shall occur in City and County of New York and shall be subject to the Commercial Rules of the American Arbitration Association. Notwithstanding the forgoing, the parties may resort to the courts to institute any action that may be required to preserve the status quo until the matter can be arbitrated.

The following paragraphs shall be deemed added to the Lease:

Twenty-ninth Insurance. Landlord, at Landlord's sole cost and expense, shall maintain a commercial general liability policy with respect to the Property with limits that owners of similar properties in the same area as the Property would customarily carry on their buildings, Tenant, at Tenant's sole cost and expense, shall maintain a commercial general liability policy with respect to the Property with limits of at least USD 3,000,000 and shall cause Landlord to be named as an additional insured.

Each party shall cause its policy to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against the other party in connection with any loss or damage which is caused by fife or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact, and such other party shall have a period of ten days after the giving of such notice to agree in writing to pay such additional premium, and if the other party does not agree, or the waiver is not obtainable, then this provision with respect to the waiver of subrogation shall be null and void.

Thirtieth -Sale of Premises. In the event of the sale by Landlord of the demised premises or the property of which said premises are a part, the Landlord or the purchaser may terminate this Lease upon six months' prior written notice.

Thirty-first -Landlord's Put. Landlord shall have the right, in accordance with the terms set forth in Exhibit D, to require Tenant to purchase the Land and Buildings.

Benetton Sportsystem U.S.A., Inc. Prince Real Estate Holdings, LLC

By: Carlo Tunioli By:Michael Lyons

Name: Carlo Tunioli Name: Michael Lyons

Title: Global Managing Director Title Manager

Exhibit A: Description of Land.

Exhibit B: Permitted Encumbrances

Exhibit C: Form of Guaranty

Exhibit D: Landlord's Put Option