Exhibit 10.8
LEASE MODIFICATION AND EXTENSION AGREEMENT
THIS AGREEMENT, made this 6th day of June, 1996, by and
between Hanover Public Warehousing, Inc., a New Jersey corporation, having an
office at Park 00 Xxxx, Xxxxx XX, Xxxxxx Xxxxx, Xxx Xxxxxx 00000 ("Landlord"),
and Five Star Group, Inc., a Delaware corporation (successor by corporate merger
to X. Xxxxx & Co.), having an address at 000 Xxxxxx Xxxx, X.X. Xxx 0000, Xxxx
Xxxxxxx, Xxx Xxxxxx 00000 ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord's predecessor in interest and Tenant's
predecessor in interest entered into a lease, dated May 11, 1983, (as same may
have been amended from time to time, the "Lease"), covering certain premises
consisting of 192,513 square feet of floor area (the "Demised Premises") in the
"Building" (as defined in the Lease) located in the "Complex" (as defined in the
Lease) situated in East Hanover, New Jersey; and
WHEREAS, all of the right, title and interest of Vornado, Inc.
as Landlord under the Lease was heretofore acquired by Hanover Public
Warehousing, Inc.; and
WHEREAS, Landlord and Tenant desire to modify the Lease so as
to increase the floor area of the Demised Premises, to increase the "Rent" (as
defined in the Lease) payable by Tenant, and to change the Lease in other
respects, all as hereinafter set forth in this Agreement; and
NOW, THEREFORE, in consideration of the terms and provisions
herein contained, the Lease is modified as follows:
1. From and after the "Fourth Additional Space Commencement Date" (as
hereinafter defined), Exhibit A attached to the Lease shall be deleted in its
entirety and all references to Exhibit A in the Lease shall be deemed to refer
to Exhibit A-4 attached hereto and made a part hereof.
2. From and after the Fourth Additional Space Commencement Date the size of the
Demised Premises, presently consisting of 192,513 square feet of floor area,
shall be changed and increased to 236,195 square feet of floor area. The changed
and increased Demised Premises is shown on Exhibit A-4. The floor area hereby
added to the Demised Premises is hereinafter sometimes referred to as the
"Fourth Additional Space".
3. Except for "Landlord's Work" as described on Exhibit B attached hereto and
made a part hereof, Tenant shall accept possession of the Fourth Additional
Space in its present "As Is" condition and shall, at its own expense, perform
all work necessary to make the Second Additional Space suitable for Tenant's
business operation at the Demised Premises. Such work shall be performed by
Tenant in accordance with the provisions of Section 3.04 of the Lease. Landlord
shall commence Landlord's Work as soon as the current tenant vacates the Fourth
Additional Space.
4. Effective as of the Fourth Additional Space Commencement Date, Section 1.03
of the Lease shall be deemed to be deleted in its entirety and the following
shall be deemed to be inserted in its place and stead:
"Section 1.03. Expiration Date: Means March 14, 2007."
5. Effective as of the Fourth Additional Space Commencement Date, the "Minimum
Rent" (as defined in the Lease) shall be increased as follows and Section 1.04
of the Lease shall be deemed to be amended accordingly
"(i) From the Fourth Additional Space Commencement Date
through March 14, 1997, Minimum Rent shall be the sum of $767,633.75 per annum;
and
(ii) From March 15, 1997 through March 14, 2002, Minimum Rent
shall be the sum of $885,731.25; and
(iii) From March 15, 2002 through March 14, 2007, Minimum Rent
shall be the sum of $944,780.00 per annum."
6. Effective as of the Fourth Additional Space Commencement Date, the
floor area of the entire Demised Premises (236,195 square feet) shall be
included in the numerator and denominator of Tenant's "Pro Rata Share" (as
defined in the Lease).
7. "Fourth Additional Space Commencement Date" means the later to occur of: (i)
September 1, 1996; or (ii) the date that the current Tenant vacates the
Fourth Additional Space.
8. As herein expressly modified and supplemented, all of the terms,
covenants and conditions of the Lease shall remain in full force and effect and
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the date and the year first above written.
ATTEST: LANDLORD: Hanover Public
Warehousing, Inc.
By: _______________________ By: _______________________________
Xxxxx X. Xxxxxxxx Xxxxxx Xxxxxx
Secretary Vice President
Chief Financial Officer
ATTEST: TENANT: Five Star Group, Inc.
_____________________________ By: ______________________________
CONSENTED TO: ATTEST:
National Patent Development Corporation
By: _________________________ __________________________________
Dated: June 6th, 0000
XXXXX XX Xxx Xxxx )
) SS:
COUNTY OF New York )
On this 6th day of June, 1996, before me personally came to me
Xxxxxxx Grad known, who, being by me duly sworn, did depose and say that he
resides at 000 Xxxxxx Xxxx, Xxxx Xxxxxxx, Xxx Xxxxxx that he is President the of
Five Star Group, Inc., the corporation described in and which executed the
foregoing Lease Modification and Extension Agreement; that he knows the seal of
said corporation, that the seal affixed to said instrument is such corporate
seal, that it was so affixed by order of the board of directors of said
corporation, and that he signed his name thereto by like order.
In witness whereof I hereunto set my hand and official seal.
(Notarial Seal) __________________________________
Notary Public
STATE OF New York )
) SS:
COUNTY OF New York)
On this 6th day of June, 1996, before me personally came to me
Xxxxx. X. Xxxxxxxxx known, who, being by me duly sworn, did depose and say that
he resides at 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, that he is the V.P. &
Chief Financial Officer of National Patent Development Corporation, the
corporation described in and which executed the foregoing Lease Modification and
Extension Agreement, that he knows the seal of said corporation, that the seal
affixed to said instrument is such corporate seal, that it was so affixed by
order of the board of directors of said corporation, and that he signed his name
thereto by like order.
In witness whereof I hereunto set my hand and official seal.
(Notarial Seal) __________________________________
Notary Public
EXHIBIT "B"
Landlord's Work
X. Xxxxx
1. Landlord to demolish entire demising wall.
2. All electric, plumbing, lighting and heating to be in working order.
3. Leave fenced area in place.
