EXHIBIT 10.1
COMMERCIAL LEASE
1. PARTIES 10 Speen Street, LLC., a Delaware limited
liability company, LESSOR, which expression shall
include its heirs, successors, and assigns where
the context so admits, does hereby lease to ASA
International Ltd., LESSEE, which expression shall
include successors, executors, administrators, and
assigns where the context so admits, the following
described premises:
2. PREMISES the entire building, containing approximately
32,673 square feet of leasable space known and
numbered as 00 Xxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx ("the Property").
3. TERM The term of this Lease shall be for fifteen (15)
years commencing on September 15, 1998 and ending
on September 30, 2013.
4. RENT LESSEE's monthly rent payments during the term of
this Lease shall be $37,626.17, based on an annual
rent of $451,514.00, payable in advance on the
first day of each and every calendar month during
the term of this lease without deduction or setoff
of any kind unless set forth herein.
5. UTILITIES The LESSOR shall make provision for the delivery
of utilities to the Property and LESSEE shall pay
for all LESSEE's utilities and water use charges.
LESSOR agrees to furnish reasonable heat to the
Property during normal business hours on regular
business days of the heating season of each year,
to furnish elevator service, and to furnish such
cleaning service as is customary in similar
buildings in said city or town, all subject to
interruption due to any accident, to the making of
repairs, alterations or improvements, to labor
difficulties, to trouble in obtaining fuel,
electricity, service or supplies from the sources
from which they are usually obtained for said
building, or to any cause beyond the LESSOR's
control.
6. USE OF The LESSEE shall use the leased premises only for
LEASED office purposes.
PREMISES
7. COMPLIANCE The LESSEE acknowledges that no trade or
WITH LAWS occupation shall be conducted in the leased
premises or use made thereof which will be
unlawful, improper, noisy or offensive, or
contrary to any law or any municipal by-law or
ordinance in force in the city or town in which
the premises are situated.
8. FIRE The LESSEE shall not permit any use of the leased
INSURANCE premises which will make voidable any insurance on
the property of which the leased premises are a
part, or on the contents of said property or which
shall be contrary to any law or regulation from
time to time established by the New England Fire
Insurance Rating Association, or any similar body
succeeding to its powers. The LESSEE shall on
demand reimburse the LESSOR, and all other
tenants, all extra insurance premiums caused by
the LESSEE's use of the premises.
9. MAINTENANCE The LESSEE agrees to maintain the leased premises
OF PREMISES in the same condition as they are at the
commencement of the term or as they may be put in
during the term of this lease, reasonable wear and
tear, damage by fire and other casualty only
excepted, and whenever necessary, to replace plate
glass and other glass therein, acknowledging that
the leased premises are now in good order and the
glass whole. The LESSEE shall not permit the
leased premises to be overloaded, damaged,
stripped, or defaced, nor suffer any waste. LESSEE
shall obtain consent of LESSOR before erecting any
sign on the premises.
10. ALTERATIONS/ The LESSEE shall not make structural alterations
ADDITIONS or additions to the leased premises, but may make
non-structural alterations provided the LESSOR
Consents thereto, which consent shall not be
unreasonable withheld or delayed. All such allowed
alterations shall be at LESSEE's expense and shall
be in quality at least equal to the present
construction. LESSEE shall not permit any
mechanics' liens, or similar liens, to remain upon
the leased premises for labor and material
furnished to LESSEE or claimed to have been
furnished to LESSEE in connection with work of any
character performed or claimed to have been
performed at the direction of LESSEE and shall
cause any such lien to be released of record
forthwith without cost to LESSOR. Any alterations
or improvements made by the LESSEE shall become
the property of the LESSOR at the termination of
occupancy as provided herein.
11. ASSIGNMENT/ The LESSEE may assign or sublet the whole or any
SUBLEASING part of the leased premises without LESSOR's prior
consent. LESSEE shall remain liable to LESSOR for
the payment of all rent and for the full
performance of the covenants and conditions of
this Lease. It shall be a condition to any such,
assignment or subletting, that the assignee or
subtenant shall agree to be bound by all the
obligations of the LESSEE hereunder, including,
without limitation, the obligation to pay rent.
Any such assignment or subletting shall not grant
to the assignee or subtenant any greater right
than those granted to the LESSEE hereunder.
12. SUBORDINATION This lease shall be subject and subordinate to any
and all mortgages, deeds of trust and other
instruments in the nature of a mortgage, now or at
any time hereafter, a lien or liens on the
property of which the leased premises are a part
and the LESSEE shall, when requested, promptly
execute and deliver such written instruments as
shall be necessary to show the subordination of
the lease to said mortgages, deeds of trust or
other such instruments in the nature of a
mortgage.
In the event of the enforcement by the mortgagee
of the LESSOR's mortgage, the LESSEE shall, upon
request of any person succeeding in the interest
to LESSOR as a result of such enforcement,
automatically become the LESSEE of said successor
in interest, without change in the terms or other
provisions of this lease, provided, however, that
said successor in interest shall not be bound by
(i) any payment of rent or additional rent for
more than one (1) month in advance, or (ii) any
amendment or modification of the lease without the
written consent of Mortgagee or such successor in
interest, or (iii) any pre-existing LESSOR
liability or obligation. LESSEE shall, upon
mortgagee's written request, execute and deliver
an instrument or instruments confirming such
attornment; provided, however, that so long as
LESSEE is not in default under the terms and
provisions of the Lease, Mortgagee covenants to
the LESSEE not to disturb the LESSEE in its
possession of the Property.
13. LESSOR'S ACCESS The LESSOR or agents of the LESSOR may, at
reasonable times, enter to view the leased
premises and may remove placards and signs not
approved and affixed as herein provided, and make
repairs and alterations as LESSOR should elect to
do and may show the leased premises to others, and
at an time within three (3) months before the
expiration of the term, may affix to any suitable
part of the leased premises a notice for letting
or selling the leased premises or property of
which the leased premises are a part and keep the
same so affixed without hindrance or molestation.
14. INDEMNIFICATION The LESSEE shall save the LESSOR harmless from all
AND LIABILITY loss and damage occasioned by the use or escape of
water or by the bursting of pipes, or any
interruption in the provision of utility services,
as well as from any claim or damage resulting from
neglect in not removing snow and ice from the roof
of the building or from the sidewalks bordering
upon the premises so leased, or by any nuisance
made or suffered on the leased premises, unless
such loss is caused by the neglect of the LESSOR.
The removal of snow and ice from the sidewalks
bordering upon the leased premises shall be
LESSOR's responsibility.
15. LESSEE'S The LESSEE shall maintain with respect to the
LIABILITY leased premises and the property of which the
INSURANCE leased premises are a part, comprehensive public
liability insurance and property insurance in a
commercially reasonable amount agreed to by the
LESSOR and the LESSEE with responsible companies
qualified to do business in Massachusetts and in
good standing therein insuring the LESSOR as well
as the LESSEE against injury persons or damage to
property as provided. LESSEE shall furnish to
LESSOR, upon request, a certificate of such
insurance policy, naming LESSOR and LESSOR's
lender as additional insureds and loss payee.
16. FIRE, CASUALTY- Should a substantial portion of the leased
EMINENT DOMAIN premises, or of the property of which they are a
part, be substantially damaged by fire or other
casualty, or be taken by eminent domain, the
LESSOR may elect to terminate this lease. When
such fire, casualty, or taking renders the leased
premises substantially unsuitable for their
intended use, a just and proportionate abatement
of rent shall be made, and the LESSEE may elect to
terminate this lease if:
(a) The LESSOR fails to give written notice
within forty-five (45) days of its
intention to restore leased premises, or
(b) The LESSOR fails to restore the leased
premises to a condition substantially
suitable for their intended use within one
hundred and twenty (120) days of said
fire, casualty, or taking.
The LESSOR reserves, and the LESSEE grants to the
LESSOR, all rights which the LESSEE may have for
damages or injury to the leased premises for any
taking by eminent domain, except for damage to the
LESSEE's fixtures, property, or equipment.
17. DEFAULT AND In the event that:
BANKRUPTCY
(a) The LESSEE shall default in the payment of
any installment of rent or other sum
herein specified and such default shall
continue for ten (10) days after written
notice thereof; or
(b) The LESSEE shall default in the observance
or performance of any other of the
LESSEE's covenants, agreements, or
obligations hereunder and such default
shall not be corrected within thirty (30)
days after written notice thereof; or
(c) The LESSEE shall be declared bankrupt or
insolvent according to law, or if any
assignment shall be made of LESSEE's
property for the benefit of creditors,
then the LESSOR shall have the right thereafter,
while such default continues, to re-enter and take
complete possession of the leased premises, to
declare the term of this lease ended, and remove
the LESSEE's effects, without prejudice to any
remedies which might be otherwise used for arrears
of rent or other default. The LESSEE shall
indemnify the LESSOR against all loss of rent and
other payments which the LESSOR may incur by
reason of such termination during the residue of
the term. If the LESSEE shall default, after
reasonable notice thereof, in the observance or
performance of any conditions of covenants on
LESSEE's part to be observed or performed under or
by virtue of any of the provision in any article
of this lease, the LESSOR, without being under any
obligation to do so and without thereby waiving
such default, may remedy such default for the
account and at the expense of the LESSEE. If the
LESSOR makes any expenditures or incurs any
obligations for the payment of money in connection
therewith, including but not limited to,
reasonable attorney's fees in instituting,
prosecuting or defending any action or proceeding,
such sums paid or obligations insured, with
interest at the rate of six (6) percent per annum
and costs, shall be paid to the LESSOR by the
LESSEE as additional rent.
18. NOTICE Any notice from the LESSOR to the LESSEE relating
to the leased premises or to the occupancy
thereof, shall be deemed duly served if mailed to
the leased premises, registered or certified mail,
return receipt requested, postage prepaid,
addressed to the LESSEE. Any notice from the
LESSEE to the LESSOR relating to the leased
premises or to the occupancy thereof, shall be
deemed duly served, if mailed to the LESSOR by
registered or certified mail, return receipt
requested, postage prepaid, addressed to the
LESSOR at such address as the LESSOR may from time
to time advise in writing. All rent and notices
shall be paid and sent to the LESSOR at ASA
PROPERTIES, INC., 00 Xxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx 00000.
19. SURRENDER The LESSEE shall at the expiration or other
termination of this lease remove all LESSEE's
goods and effects from the leased premises,
(including, without hereby limiting the generality
of the foregoing, all signs and lettering affixed
or painted by the LESSEE, either inside or outside
the leased premises). LESSEE shall deliver to the
LESSOR the leased premises and all keys, locks
thereto, and other fixtures connected therewith
and all alterations and additions made to or upon
the leased premises, in the same condition as they
were at the commencement of the term, or as they
were put in during the term hereof, reasonable
wear and tear and damage by fire or other casualty
only excepted. In the event of the LESSEE's
failure to remove any of LESSEE's property from
the premises, LESSOR is hereby authorized, without
liability to LESSEE for loss or damage thereto,
and at the sole risk of LESSEE, to remove and
store any of the property at LESSEE's expense, or
to retain same under LESSOR's control or to sell
at public or private sale, without notice any or
all of the property not so removed and to apply
the net proceeds of such sale to the payment of
any sum due hereunder, or to destroy such
property.
20. QUIET LESSOR agrees that upon LESSEE's paying the rent
ENJOYMENT and performing and observing the agreements,
conditions and other provisions on its part to be
performed and observed, LESSEE shall and may
peaceably and quietly have, hold and enjoy the
premises during the Lease Term without any manner
of hindrance or molestation from LESSOR or anyone
claiming under LESSOR, subject, however, to the
terms of the Lease.
21. LIMITATION After the commencement date, no owner of the
OF LESSOR'S premises shall be liable under this Lease except
LIABILITY for breaches of Landlord's obligations occurring
while owner of the premises. Including any injury
or property damage to LESSEE, it's employees or
guests which occur as a result of the negligence
of LESSOR, it's agents, or employees.
22. LESSOR'S DEFAULT LESSOR shall not be deemed to be in default in the
performance of any of its obligations hereunder
unless it shall fail to perform such obligations
and such failure shall fail to perform such
obligations and such failure shall continue for a
period of thirty days or such additional time as
is reasonably required to correct any such default
after written notice has been given by LESSEE to
LESSOR specifying the nature of LESSOR's alleged
default. LESSEE shall have no right to terminate
this Lease for any default by LESSOR hereunder,
but shall have the right to cure the default and
set off the reasonable costs of curing said
default against rental payments arising after the
completion of the curing of the default provided
that LESSEE has sent LESSOR written notice of the
default and LESSOR shall not have undertaken to
rectify such default within thirty (30) days after
receipt of written notice thereof, and thereafter
proceeded diligently to remedy such default.
23. TAXES, LESSEE shall pay directly to the taxing authority
ASSESSMENTS AND any and all real estate taxes, including
OTHER CHARGES betterment's and other assessments (whether
ordinary or extraordinary), water rents, sewer and
other charges which shall be imposed, assessed or
levied upon the Property.
24. APPLICABLE This Lease shall be governed by and construed in
LAW AND accordance with the laws of the Commonwealth of
CONSTRUCTION Massachusetts, and, if any provisions of this
Lease shall to any extent be invalid, the
remainder of the Lease shall not be affected
thereby. There are no oral or written agreements
between LESSOR and LESSEE affecting this Lease.
This Lease may be amended, and the provisions
hereof may be waived or modified, only by
instruments in writing executed by LESSOR and
LESSEE. If there shall be more than one LESSEE,
the obligations imposed by this Lease upon LESSEE
shall be joint and several.
25. RENEWAL LESSOR grants LESSEE an option to extend this
Lease for an additional five (5) years, provided
the LESSEE gives the LESSOR six (6) months' notice
of its exercise of this option, prior to the
expiration of the original fifteen-year term. The
renewal term will be at the-then- prevailing
rental rate for this building.
26. Notwithstanding anything contained herein to the contrary, this Lease is
contingent upon LESSOR closing on the acquisition and financing of the
Property. This Lease shall be null and void in the event LESSOR does not
close on the acquisition and financing of the Property and the Lease dated
September 28, 1993, by and between ASA Properties, Inc., as LESSOR, and ASA
International Ltd., as LESSEE, shall remain in full force and effect.
NOTE: All additional pages should be initialed by LESSOR and LESSEE.
IN WITNESS WHEREOF, the LESSOR and LESSEE have hereunto set their hands and
common seals this fifteenth day of September, 1998.
/s/ Xxxxxxxx X. XxXxxxxx
Vice President & Treasurer
ASA Properties, Inc.
Managing Member
LESSOR: 00 XXXXX XXXXXX LLC
/s/ Xxxxxxxx X. XxXxxxxx
Vice President & Treasurer
LESSEE: ASA INTERNATIONAL LTD.
