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Exhibit 10.52 (f)
AMENDMENT TO LEASE
THIS AGREEMENT made this 8 day of August, 1985, by and between
TETERBORO ASSOCIATES, a New Jersey limited partnership, having its principal
office at 00 Xxxxxx Xxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "Landlord") and MISS
XXXXX, INC., having an office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the
"Tenant").
W I T N E S S E T H:
WHEREAS, on April 1, 1975, Empire Carpet Corporation ("Empire") and
Tenant entered into a lease for premises (the "Demised Premises") located at 000
Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx (said lease and the Lease Modification And
Extension Agreement and all letters amending said lease hereinafter mentioned
being hereinafter referred to as the "Lease"); and
WHEREAS, by letter dated January 17, 1978, the Lease was extended
for a three-year period commencing April 1, 1978; and
WHEREAS, by letter dated February 17, 1981, the Lease was extended
for an additional five-year period commencing April 1, 1981; and
WHEREAS, by letter dated March 5, 1982, the Lease was amended to
provide that the Demised Premises include an additional 9,600 square feet of
warehouse space; and
WHEREAS, by letter dated August 15, 1983, the Lease was amended to
provide that the Demised Premises include an
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additional 21,600 square feet of warehouse space (i.e., a total of 52,800 square
feet; and
WHEREAS, the Lease was assigned by Xxxxxxxxx World Industries, Inc.
(as the successor-in-interest to Empire) to Landlord by Assignment dated March
7, 1984; and
WHEREAS, by Lease Modification And Extension Agreement dated January
24, 1985, the Lease was extended through March 31, 1991 and was modified in
various other respects; and
WHEREAS, the parties are desirous of amending the Lease in order to
provide for the leasing by Landlord to Tenant of an additional 50,400 square
feet of space (the "Additional Premises") as designated on Exhibit A attached
hereto and made a part hereof and which space is adjacent to the Demised
Premises and is presently occupied by Springfield Instrument ("Springfield").
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties do hereby agree as
follows:
1. Landlord leases to Tenant, and Tenant rents from Landlord, in
addition to the Demised Premises, the Additional Premises. It is understood that
the term of the Lease for the Additional Premises shall commence the day
following Springfield vacating the Additional Premises (the "Commencement
Date"), and thereafter be coincidental with the term of the Lease, that is,
ending March 31, 1991. Tenant agrees to accept the Additional Premises on the
Commencement Date in its then "as
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is" condition, Landlord having no obligation to make any restoration or repair.
2. Section 1 of the Lease is amended to provide that, effective as
of the Commencement Date, the phrase "the Demised Premises" shall be deemed to
mean and refer to the aggregate leased space constituting the Demised Premises
and the Additional Premises, except as the context otherwise requires.
3. Section 4 of the Lease is amended to provide, that in addition to
the Minimum Rent currently provided for, Tenant covenants to pay Landlord,
without previous demand therefor, a Minimum Rent for the Additional Premises of
$244,440.00, payable in equal monthly installments of $20,370.00, based upon the
payment of $4.85 per square foot, in advance commencing on the Commencement
Date; provided, however, that the Minimum Rent for the Additional Premises shall
be increased five (5%) percent per annum as follows:
Commencing The Minimum Rent for the
---------- Additional Premises shall
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April 1, 1987 $256,662.00
April 1, 1988 269,495.10
April 1, 1989 282,969.85
April 1, 1990 297,118.34
4. Section 4A(c) is hereby amended to read as follows:
(c) Tenant's proportionate share is agreed to be 47.3%, based on the
ratio of square footage of the Demised Premises (103,200 sq. ft.) to
the square footage of the entire building (218,000 sq. ft.).
5. Section 5 is amended to read as follows:
Use. (a) Tenant covenants and agrees to continuously use and occupy
the Demised Premises solely for the purpose of general
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warehousing and offices and represents and covenants that such use
and occupancy shall be in compliance with all applicable laws,
ordinances, requirements and regulations of any governmental
authority having jurisdiction, including the responsibility of
obtaining any permits or approvals for its use of the Demised
Premises.
(b) Tenant acknowledges that there are federal, state and local
laws, regulations and guidelines, and that additional laws,
regulations and guidelines may hereafter be enacted relating to or
affecting the Demised Premises and concerning the impact on the
environment of construction, land use, the maintenance and operation
of structures, and the conduct of business. Tenant will not cause or
permit to be caused by Tenant or its agents, servants, invitees and
employees, any act or practice, by negligence, omission or
otherwise, that would adversely affect the environment or that would
violate any of said laws, regulations or guidelines and agrees to
comply with all said laws, regulations and guidelines.
(c) Tenant agrees to indemnify and hold Landlord harmless from and
against all liability, claims and demands on account of personal
injuries or property loss or damage of any kind whatsoever which
arise out of or are in any manner connected with Tenant's use and
occupancy of the Demised Premises, including, but not limited to,
any damage due to violations of any environmental laws and
regulations.
6. With respect to the Additional Premises only, Tenant agrees to
pay to Landlord as additional rent all real taxes and assessments or substitutes
therefor upon, applicable, attributable or reasonably allocable to the
Additional Premises or any part thereof for any tax year or other tax period or
partial tax year or period during the term hereof (i.e. Tenant agrees to pay
23.1% of the total tax xxxx for the building and
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lot on which the building is situated). Said taxes and assessments shall be paid
by Tenant to Landlord within ten (10) days of Tenant's receipt of a copy of the
tax xxxx and the invoice therefor from Landlord. Tenant shall also pay to
Landlord the amount of all assessments, impositions and taxes made, levied or
assessed against or imposed upon any and all improvements in, on or about the
Additional Premises which were made by or on behalf of Tenant or which in whole
or part belong to Tenant. In the event landlord receives any tax refunds or
rebates allocable to the Additional Premises, Tenant shall be entitled to
receive that portion of such tax refunds or rebates allocable to the term of
this Lease less a proportionate share of Landlord's legal fees and expenses
incurred relating to any tax contest or proceeding pursuant to which said tax
refunds or rebates were paid. With respect to the remainder of the Demised
Premises, Tenant shall be obligated to pay real estate taxes in accordance with
Section 10 of the Lease.
7. Tenant has this day deposited with the landlord the sum of
$40,740.00 as security for the payment of the rent hereunder and the full and
faithful performance by the Tenant of the covenants and conditions on the part
of the Tenant to be performed. Said sum shall be returned to the Tenant, with
interest, after the expiration of the term hereof, provided that the Tenant has
fully and faithfully performed all such covenants and conditions and is not in
arrears in rent or other amounts payable under this Lease. During the term
hereof, the
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Landlord may, if the Landlord so elects, have recourse to such security, to make
good any default by the Tenant, in which event the Tenant shall, on demand,
promptly restore said security in its original amount. Liability to repay said
security to the Tenant shall run with the reversion and title to said premises,
whether any change in ownership thereof be by voluntary alienation or as the
result of judicial sale, foreclosure or other proceedings, or the exercise of a
right of taking or entry by any mortgagee. The Landlord shall assign or transfer
said security, for the benefit of the Tenant, to any subsequent owner or holder
of the reversion or title to said premises, in which case the assignee shall
become liable for the repayment thereof as herein provided, and the assignor
shall be deemed to be released by the Tenant from all liability for such
security. This provision shall be applicable to every alienation or change in
title and shall in no wise be deemed to permit the Landlord to retain the
security after termination of the Landlord's ownership or the reversion of
title. The Tenant shall not mortgage, encumber or assign said security without
the written consent of the Landlord.
8. Tenant agrees to promptly furnish Landlord a certificate of
insurance evidencing the public liability insurance required under Section 12
for the Demised Premises and naming Landlord as an additional insured. The
insurance policy maintained pursuant to Section 12 shall contain a provision
that such policy shall not be cancelled unless the Landlord
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is notified at least fifteen (15) days prior to such cancellation. At least
fifteen (15) days prior to the expiration of any such policy, the Tenant shall
furnish evidence that such policy has been renewed or replaced. No such
insurance policy shall contain a co-insurance clause without the prior written
consent of the Landlord.
9. Section 16 of the Lease is hereby amended to read as follows:
If the Tenant requests the Landlord's consent to an assignment of
the lease or subletting of all or part of the Demised Premises, it shall submit
to the Landlord in writing the name of the proposed assignee or subtenant, and
the nature and character of the business of the proposed assignee or subtenant.
The Landlord shall have the option (to be exercised within thirty (30) days from
the submission of Tenant's written request) to cancel the lease as to the
specific portion of the Demised Premises to be sublet or assigned only as of the
commencement date stated in the above-mentioned sublet or assignment. If the
Landlord elects to cancel the within lease as stated, then, the term, tenancy
and occupancy of the said premises, under said lease or otherwise, shall cease,
determine, expire, and come to an end as if the cancellation date was the
original termination date of the within lease, and all rent and additional rent
be proportionately reduced.
If the Landlord shall not exercise its option within the time set
forth above, its consent to any such proposed assignment or subletting shall not
be unreasonably withheld provided:
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(i) That the Tenant is not then in default, beyond any applicable
cure period under any of the terms, covenants, conditions,
provisions or agreements of this lease;
(ii) That the Tenant while in possession does not simultaneously
sublet to more than one subtenant;
(iii) That neither such sublease or assignment nor Landlord's
consent thereto, shall release or discharge the Tenant of or from
any liability, whether past, present or future, under this lease;
(iv) That the Tenant shall continue to be fully liable under this
lease without notice being required from the Landlord of default
under or in respect of any of the terms, covenants, conditions,
provisions or agreements of this lease;
(v) That any assignee shall agree to perform faithfully and be bound
by all of the terms, conditions, covenants, provisions and
agreements of this lease for the period covered by the assignment,
and that a duly executed copy of the assignment and assumption shall
be submitted to Landlord for approval prior to execution, which
approval shall not be unreasonably withheld;
(vi) That any sublease shall contain a provision making such
sublease subject to the terms and conditions of this lease; and
(vii) That should Tenant receive a higher rent than that provided in
the lease, the excess shall be remitted to Landlord.
10. Section 24 of the Lease is hereby amended to provide that all
notices shall be given to the Landlord at:
Teterboro Associates
00 Xxxxxx Xxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx Xxxxxx
11. The effectiveness of this Amendment to Lease
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is subject to and contingent upon the termination of Springfield's lease and its
vacating the Additional Premises. In the event Springfield's lease is not
terminated and the Additional Premises vacated by Springfield by October 1,
1986, either party upon notice to the other shall have the right to terminate
this Amendment to Lease and neither party shall have any further liability with
respect to the Additional Premises.
12. Tenant represents that it has dealt with no brokers in
connection with the transaction contemplated hereby and will indemnify Landlord
from the claims of any brokers arising by reason of the execution of this
Amendment or the consummation of the transaction contemplated hereby.
13. Except as herein amended, all of the terms and conditions of the
Lease are ratified and confirmed and shall be deemed to apply to both the
Demised Premises and the Additional Premises.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the day and year first above written.
WITNESS: TETERBORO ASSOCIATES
/s/ X.X. Xxxxxxxx By: /s/ C. Xxxxxxx Xxxx
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ATTEST: MISS XXXXX, INC.
/s/ X.X. Xxxxxxxx By: /s/ Xxxxxx Xxxxxx
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