1
EXHIBIT 10.5.b
35--Lease, Business Premises. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC.
Loft, Office or Store. LAW BLANK PUBLISHERS
THIS LEASE made the day of January 1988, between MARCUS
REALTY, with offices at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
hereinafter referred to as LANDLORD, and MANCHESTER EQUIPMENT
CO., INC., a domestic corporation with offices at ▇▇ ▇▇▇▇▇▇
▇▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ hereinafter jointly, severally
and collectively referred to as TENANT.
WITNESSETH, that the Landlord hereby leases to the Tenant, and
the Tenant hereby hires and takes from the Landlord the building
and parcel of land located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, as more particularly shown on the survey annexed hereto
and made a part hereof to be used and occupied by the Tenant for
any and all purposes permitted by the zoning laws and other
ordinances, rules and regulations of the municipalities having
jurisdiction thereover and for no other purpose, for a term of
ten (10) years to commence on February 1, 1988, and to end on
January 31, 1998, unless sooner terminated as hereinafter
provided, at the total rental of $3,810,000.00, as per Paragraph
36th of Rider, payable as follows: 2/1/88 - 1/31/89 - $300,000.
($25,000. per mo.); 2/1/89 - 1/31/90 - $318,000. ($26,500. per
mo.); 2/1/90 - 1/31/91 - $336,000. ($28,000. per mo.); 2/1/91 -
1/31/92 - $354,000. ($29,500. per mo.); 2/1/92 - 1/31/93 -
$372,000. ($31,000. per mo.); 2/1/93 - 1/31/94 - $390,000.
($32,500. per mo.); 2/1/94 - 1/31/95 - $408,000. ($34,000. per
mo.); 2/1/95 - 1/31/96 - $426,000. ($35,500. per mo.); 2/1/96 -
1/31/97 - $444,000. ($37,000. per mo.); 2/1/97 - 1/31/98 -
$462,000. ($38,500. per mo.).
THE TENANT JOINTLY AND SEVERALLY COVENANTS:
FIRST.--That the Tenant will pay the rent as above
provided.
REPAIRS SECOND.--That, throughout said term the Tenant will take
good care of the demised premises, fixtures and appurtenances,
and all alterations, additions and improvements to either; make
all repairs in and about the same necessary to preserve them in
good order and condition, which repairs shall be, in quality and
class, equal to the original work; promptly pay the expense of
ORDINANCES such repairs; suffer no waste or injury; give prompt notice to
AND the Landlord of any fire that may occur; execute and comply with
VIOLATIONS all laws, rules, orders, ordinances and regulations at any time
issued or in force (except those requiring structural
alterations), applicable to the demised premises or to the
Tenant's occupation thereof, of the Federal, State and Local
Governments, and of each and every department, bureau and
ENTRY official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business hours,
the Landlord and representatives of the Landlord to enter the
demised premises for the purpose of inspection, and to exhibit
them for purposes of sale or rental; suffer the Landlord to make
repairs and improvements to all parts of the building, and to
comply with all orders and requirements of governmental
authority applicable to said building or to any occupation
thereof; suffer the Landlord to erect, use, maintain, repair and
replace pipes and conduits in the demised premises and to the
INDEMNIFY floors above and below; forever indemnify and save harmless the
LANDLORD Landlord for and against any and all liability, penalties,
damages, expenses and judgments arising from injury during said
term to person or property of any nature, occasioned wholly or
in part by any act or acts, omission or omissions of the Tenant,
or of the employees, guests, agents, assigns or undertenants of
the Tenant and also for any matter or thing growing out of the
occupation of the demised premises or of the streets, sidewalks
or vaults adjacent thereto; permit, during the six months next
prior to the expiration of the term the usual notice "To Let" to
be placed and to remain unmolested in a conspicuous place upon
the exterior of the demised premises; repair, at or before the
end of the term, all injury done by the installation or removal
of furniture and property; and at the end of the term, to quit
and surrender the demised premises with all alterations,
additions and improvements in good order and condition.
THIRD.--That the Tenant will not disfigure or deface any
MOVING part of the building, or suffer the same to be done, except so
INJURY far as may be necessary to affix such trade fixtures as are
SURRENDER herein consented to by the Landlord; the Tenant will not
obstruct, or permit the obstruction of the street or the
sidewalk adjacent thereto; will not do anything, or suffer
anything to be done upon the demised premises which will
increase the rate of fire insurance upon the building or any of
its contents, or be liable to cause structural injury to said
building; will not permit the accumulation of waste or refuse
NEGATIVE matter, and will not, without the written consent of the
COVENANTS Landlord first obtained in each case, either sell, assign,
mortgage or transfer this lease, underlet the demised premises
or any part thereof, permit the same or any part thereof to be
occupied by anybody other than the Tenant and the Tenant's
employees, make any alterations in the demised premises, use the
demised premises or any part thereof for any purpose other than
the one first above stipulated, or for any purpose deemed extra
hazardous on account of fire risk, nor in violation of any law
CONSTRUCTION or ordinance. That the Tenant will not obstruct or permit the
SIGNS obstruction of the light, halls, stairway or entrances to the
building, and will not erect or inscribe any sign, signals or
advertisements unless and until the style and location thereof
have been approved by the Landlord; and if any be erected or
inscribed without such approval, the Landlord may remove the
AIR same. No water cooler, air conditioning unit or system or other
CONDITIONING apparatus shall be installed or used without the prior written
consent of Landlord.
IT IS MUTUALLY COVENANTED AND AGREED, THAT
FOURTH.--If the demised premises shall be partially
damaged by fire or other cause without the fault or neglect of
Tenant, Tenant's servants, employees, agents, visitors or
licensees, the damages shall be repaired by and at the expense
of Landlord and the rent until such repairs shall be made shall
be apportioned according to the part of the demised premises
which is usable by Tenant. But if such partial damage is due to
the fault or neglect of Tenant, Tenant's servants, employees,
agents, visitors or licensees, without prejudice to any other
FIRE CLAUSE rights and remedies of Landlord and without prejudice to the
rights of abrogation of Landlord's insurer, the damages shall
be repaired by Landlord but there shall be no apportionment or
abatement of rent. No penalty shall accrue for reasonable delay
which may arise by reason of adjustment of insurance on the part
of Landlord and/or Tenant, and for reasonable delay on account
of "labor troubles", or any other cause beyond Landlord's
control. If the demised premises are totally damaged or are
rendered wholly untenantable by fire or other cause, and if
Landlord shall decide not to restore or not to rebuild the same,
or if the building shall be so damaged that Landlord shall
decide to demolish it or to rebuild it, then or in any of such
events Landlord may, within ninety (90) days after such fire or
other cause, give tenant a notice in writing of such decision,
which notice shall be given as in Paragraph Twelve hereof
provided, and thereupon the term of this lease shall expire by
lapse of time upon the third day after such notice is given, and
Tenant shall vacate the demised premises and surrender the same
to Landlord. If Tenant shall not be in default under this lease
then, upon the termination of this lease under the conditions
provided for in the sentence immediately preceding, Tenant's
liability for rent shall cease as of the day following the
casualty. Tenant hereby expressly waives the provisions of
Section 227 of the Real Property Law and agrees that the
foregoing provisions of this Article shall govern and control in
lieu thereof. If the damage or destruction be due to the fault
or neglect of Tenant the debris shall be removed by, and at the
expense of, Tenant.
FIFTH.--If the whole or any part of the premises hereby
demised shall be taken or condemned by any competent authority
EMINENT for any public use or purpose then the term hereby granted shall
DOMAIN cease from the time when possession of the part so taken shall
be required for such public purpose and without apportionment
of award, the Tenant hereby assigning to the Landlord all right
and claim to any such award, the current rent, however, in such
case to be apportioned.
SIXTH.--If, before the commencement of the term, the
Tenant be adjudicated a bankrupt, or make a "general
LEASE NOT assignment," or take the benefit of any insolvent act, or if a
IN EFFECT Receiver or Trustee be appointed for the Tenant's property, or
if this lease or the estate of the Tenant hereunder be
transferred or pass to or devolve upon any other person or
corporation, or if the Tenant shall default in the performance
of any agreement by the Tenant contained in any other lease to
the Tenant by the Landlord or by any corporation of which an
officer of the Landlord is a Director, this lease shall thereby,
at the option of the Landlord, be terminated and in that case,
neither the Tenant nor anybody claiming under the Tenant shall
be entitled to go into possession of the demised premises, if
after the commencement of the term, any of the events mentioned
above in this subdivision shall occur, or if Tenant shall make
DEFAULTS default in fulfilling any of the covenants of this lease, other
than the covenants for the payment of rent or "additional rent"
or if the demised premises become vacant or deserted, the
Landlord may give to the Tenant ten days' notice of intention to
end the term of this lease, and thereupon at the expiration of
said ten days' (if said condition which was the basis of said
notice shall continue to exist) the term under this lease shall
expire as fully and completely as if that day were the date
herein definitely fixed for the expiration of the term and the
Tenant will then quit and surrender the demised premises to the
TEN DAY Landlord, but the Tenant shall remain liable as hereinafter
NOTICE provided.
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POSSESSION If the Tenant shall make default in the payment of the rent
LANDLORD reserved hereunder, or any item of "additional rent" herein
mentioned, or any part of either or in making any other payment
herein provided for, or if the entire last above provided for
shall have been given and if the condition which was the basis of
said notice shall exist at the expiration of said ten days'
period, the Landlord may immediately, or at any time thereafter,
re-enter the demised premises and remove all persons and all or
any otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said premises together
with all additions, alterations and improvements. In any such
case or in the event that this lease be "terminated" before the
commencement of the term, as above provided, the Landlord may
RE-LETTING either re-let the demised premises or any part or parts thereof
for the Landlord's own account, or may, at the Landlord's option,
re-let the demised premises or any part or parts thereof as the
agent of the Tenant, and receive the rents therefor, applying the
same first to the payment of such expenses as the Landlord may
leave incurred, and then to the fulfillment of the covenants of
the Tenant herein, and the balance, if any, at the expiration of
the term first above provided for, shall be paid to the Tenant.
Landlord may rent the premises for a term extending beyond the
term hereby granted without releasing Tenant from any liability.
In the event that the term of this lease shall expire as above in
WAIVER this sub-division "Sixth" provided, or terminate by summary
BY TENANT proceedings or otherwise, and if the Landlord shall not re-let
the demised premises for the Landlord's own account, then,
whether or not the premises be re-let, the Tenant shall remain
liable for, and the Tenant hereby agrees to pay to the Landlord,
until the time when this lease would have expired but for such
termination or expiration, the equivalent of the amount of all of
the rent and "additional rent" reserved herein, less the avails
of reletting, if any, and the same shall be due and payable by
the Tenant to the Landlord on the several rent days above
specified, that is, upon each of such rent days the Tenant shall
pay to the Landlord the amount of deficiency then existing. The
Tenant hereby expressly waives any and all right of redemption in
case the Tenant shall be dispossessed by judgment or warrant of
any court or judge, and the Tenant waives and will waive all
right to trial by jury in any summary proceedings hereafter
instituted by the Landlord against the Tenant in respect to the
demised premises. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.
REMEDIES ARE In the event of a breach or threatened breach by the
ACCUMULATIVE Tenant of any of the covenants or provisions hereof, the Landlord
shall have the right of injunction and the right to invoke any
remedy allowed at law or in equity, as if re-entry, summary
proceedings and other remedies were not herein provided for.
SEVENTH. -- If the Tenant shall make default in the
performance of any covenant herein contained, the Landlord may
immediately, or at any time thereafter, without notice, perform
the same for the account of the Tenant. If a notice of mechanic's
lien be filed against the demised premises or against premises of
LANDLORD which the demised premises are part, for, or purporting to be
MAY for, labor or material alleged to have been furnished, or to be
PERFORM furnished to or for the Tenant at the demised premises, and if
the Tenant shall fail to take such action as shall cause such
lien to be discharged within fifteen days after the filing of
such notice, the Landlord may pay the amount of such lien or
discharge the same by deposit or by bonding proceedings, and in
the event of such deposit or bonding proceedings, the Landlord
may require the lienor to prosecute an appropriate action to
ADDITIONAL enforce the lienor's claim. In such case, the Landlord may pay
RENT any judgment recovered on such claim. Any amount paid or expense
incurred by the Landlord as in this subdivision of this lease
provided, and any amount as to which the Tenant shall at any time
be in default for or in respect to the use of water, electric
current or sprinkler supervisory service, and any expense
incurred or sum of money paid by the Landlord by reason of the
failure of the Tenant to comply with any provision hereof, or in
defending any such action, shall be deemed to be "additional
rent" for the demised premises, and shall be due and payable by
the Tenant to the Landlord on the first day of the next following
month, or, at the option of the Landlord, on the first day of any
succeeding month. The receipt by the Landlord of any instalment
of the regular stipulated rent hereunder or any of said
"additional rent" shall not be a waiver of any other "additional
rent" then due.
EIGHTH. -- The failure of the Landlord to insist, in any
one or more instances upon a strict performance of any of the
covenants of this lease, or to exercise any option herein
AS TO contained, shall not be construed as a waiver or a relinquishment
WAIVERS for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by the
Landlord of rent, with knowledge of the breach of any covenant
hereof, shall not be deemed a waiver of such breach and no
waiver by the Landlord of any provision hereof shall be deemed to
have been made unless expressed in writing and signed by the
Landlord. Even though the Landlord shall consent to an assignment
hereof no further assignment shall be made without express
consent in writing by the Landlord.
NINTH. -- If this lease be assigned, or if the demised
COLLECTION premises or any part thereof be underlet or occupied by anybody
OF RENT other than the Tenant the Landlord may collect rent from the
FROM OTHERS assignee, under-tenant or occupant, and apply the net amount
collected to the rent herein reserved, and no such collection
shall be deemed a waiver of the covenant herein against
assignment and underletting, or the acceptance of the assignee,
under-tenant or occupant as tenant, or a release of the Tenant
from the further performance by the Tenant of the covenants
herein contained on the part of the Tenant.
TENTH. -- This lease shall be subject and subordinate at
MORTGAGES all times, to the lien of the mortgages now on the demised
premises, and to all advances made or hereafter to be made upon
the security thereof, and subject and subordinate to the lien of
any mortgage or mortgages which at any time may be made a lien
upon the premises. The Tenant will execute and deliver such
further instrument or instruments subordinating this lease to the
lien of any such mortgage or mortgages as shall be desired by any
mortgagee or proposed mortgagee. The Tenant hereby appoints the
Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the
Tenant.
ELEVENTH. -- All improvements made by the Tenant to or
IMPROVEMENTS upon the demised premises, except said trade fixtures, shall when
made, at once be deemed to be attached to the freehold, and
become the property of the Landlord, and at the end or other
expiration of the term, shall be surrendered to the Landlord in
as good order and condition as they were when installed,
reasonable wear and damages by the elements excepted.
TWELFTH. -- Any notice or demand when under the terms of
NOTICES this lease or under any statute must or may be given or made by
the parties hereto shall be in writing and shall be given or made
by mailing the same by certified or registered mail addressed to
the respective parties at the addresses set forth in this lease.
THIRTEENTH. -- The Landlord shall not be liable for any
LIABILITY failure of water supply or electrical current, sprinkler damage,
or failure of sprinkler service, nor for injury or damage to
person or property caused by the elements or by other tenants or
persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any
part of said buildings, or from the pipes, appliances or plumbing
works of the same, or from the street or sub-surface, or from
any other place, nor for interference with light or other
incorporeal hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental authority in
construction of any public or quasi-public work, neither shall
the Landlord be liable for any latent defect in the building.
FOURTEENTH. -- No diminution or abatement of rent, or
NO other compensation shall be claimed or allowed for inconvenience
ABATEMENT or discomfort arising from the making of repairs or improvements
to the building or to its appliances, nor for any space taken to
comply with any law, ordinance or order of a governmental
authority. In respect to the various "services," if any, herein
expressly or impliedly agreed to be furnished by the Landlord to
the Tenant, it is agreed that there shall be no diminution or
abatement of the rent, or any other compensation, for
interruption or curtailment of such "service" when such
interruption or curtailment shall be due to accident, alterations
or repairs desirable or necessary to be made or to inability or
difficulty in securing supplies or labor for the maintenance of
such "service" or to some other cause, not gross negligence on
the part of the Landlord. No such interruption or curtailment of
any such "service" shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the Tenant shall
not be entitled to receive, any of such "services" during any
period wherein the Tenant shall be in default in respect to the
payment of rent. Neither shall there be any abatement or
diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed
for the commencement of the term, it being understood that rent
shall, in any event, commence to run at such date so above fixed.
FIFTEENTH. -- The Landlord may prescribe and regulate
RULES, ETC. the placing of safes, machinery, quantities of merchandise and
other things. The Landlord may also prescribe and regulate which
elevator and entrances shall be used by the Tenant's employees,
and for the Tenant's shipping. The Landlord may make such other
and further rules and regulations as in the Landlord's judgment,
may from time to time be needful for the safety, care or
cleanliness of the building, and for the preservation of good
order therein. The Tenant and the employees and agents of the
Tenant will observe and conform to all such rules and
regulations.
SIXTEENTH. -- In the event that an excavation shall be
RESTORING OF made for building or other purposes upon land adjacent to the
WALLS demised premises or shall be contemplated to be made, the Tenant
shall afford to the person or persons causing or to cause such
excavation, license to enter upon the demised premises for the
purpose of doing such work as said person or persons shall deem
to be necessary to preserve the wall or walls, structure or
structures upon the demised premises from injury and to support
the same by proper foundations.
SEVENTEENTH. -- No vaults or space not within the
VAULT SPACE property line of the building are leased hereunder. Landlord
makes no representation as to the location of the property line
of the building. Such vaults or space as Tenant may be permitted
to use or occupy are to be used or occupied under a revocable
license and if such license be revoked by the Landlord as to the
use of part or all of the vaults or space Landlord shall not be
subject to any liability; Tenant shall not be entitled to any
compensation or reduction in rent nor shall this be deemed
constructive or actual eviction. Any tax, fee or charge of
municipal or other authorities for such vaults or space shall be
paid by the Tenant for the period of the Tenant's use or
occupancy thereof.
EIGHTEENTH. -- That during seven months prior to the
ENTRY expiration of the term hereby granted, applicants shall be
admitted at all reasonable hours of the day to view the premises
until rented; and the Landlord and the Landlord's agents shall be
permitted at any time during the term to visit and examine them
at any reasonable hour of the day, and workmen may enter at any
time, when authorized by the Landlord or the Landlord's agents,
to make or facilitate repairs in any part of the building: and if
the said Tenant shall not be personally present to open and
permit an entry into said premises, at any time, when for any
reason an entry therein shall be necessary or permissible
hereunder, the Landlord or the Landlord's agents may forcibly
enter the same without rendering the Landlord or such agents
liable to any claim or cause of action for damages by reason
thereof (if during such entry the Landlord shall accord
reasonable care to the Tenant's property) and without in any
manner affecting the obligations and covenants of this lease; it
is, however, expressly understood that the right and authority
hereby reserved, does not impose, nor does the Landlord assume,
by reason thereof, any responsibility or liability whatsoever for
the care or supervision of said premises, or any of the pipes,
fixtures, appliances or appurtenances therein contained or
therewith in any manner connected.
NINETEENTH. -- The Landlord has made no representations
NO REPRE- or promises in respect to said building or to the demised
SENTATIONS premises except those contained herein, and those, if any
contained in some written communication to the Tenant, signed by
the Landlord. This instrument may not be changed, modified,
discharged or terminated orally.
TWENTIETH. -- If the Tenant shall at any time be in
ATORNEY'S default hereunder, and if the Landlord shall institute an action
FEES or summary proceeding against the Tenant based upon such default,
then the Tenant will reimburse the Landlord for the expenses of
attorneys' fees and disbursements thereby incurred by the
Landlord, so far as the same are reasonable in amount. Also so
long as the Tenant shall be a tenant hereunder the amount of such
expenses shall be deemed to be "additional rent" hereunder and
shall be due from the Tenant to the Landlord on the first day of
the month following the incurring of such respective expenses.
TWENTY-FIRST. -- Landlord shall not be liable for
POSSESSION failure to give possession of the premises up on commencement
date by reason of the fact that premises are not ready for
occupancy, or due to a prior Tenant wrongfully holding over or
any other person wrongfully in possession or for any other
reason in such event the rent shall not commence until
possession is given or is available, but the term herein shall
not be extended.
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THE TENANT FURTHER COVENANTS:
IF A FIRST TWENTY-SECOND.--If the demised premises or any part
FLOOR thereof consist of a store, or of a first floor, or of any part
thereof, the Tenant will keep the sidewalk and curb in front
thereof clean at all times and free from snow and ice, and will
keep insured in favor of the Landlord, all plate glass therein
and furnish the Landlord with policies of insurance covering
the same.
TWENTY-THIRD.--If by reason of the conduct upon the
INCREASED demised premises of a business not herein permitted, or if by
FIRE reason of the improper or careless conduct of any business upon
INSURANCE or use of the demised premises, the fire insurance rate shall at
RATE any time be higher than it otherwise would be, then the Tenant
will reimburse the Landlord, as additional rent hereunder, for
that part of all fire insurance premiums hereafter paid out by
the Landlord which shall have been charged because of the
conduct of such business not so permitted, or because of the
improper or careless conduct of any business upon or use of the
demised premises, and will make such reimbursement upon the
first day of the month following such outlay by the Landlord;
but this covenant shall not apply to a premium for any period
beyond the expiration date of this lease, first above specified.
In any action or proceeding wherein the Landlord and Tenant are
parties, a schedule or "make up" of rate for the building on the
demised premises, purporting to have been issued by New York
Fire Insurance Exchange, or other body making fire insurance
rates for the demised premises, shall be prima facie evidence of
the facts therein stated and of the several items and charges
included in the fire insurance rate then applicable to the
demised premises.
TWENTY-FOURTH.--If a separate water meter be installed
WATER RENT for the demised premises, or any part thereof, the Tenant will
keep the same in repair and pay the charges made by the
municipality or water supply company for or in respect to the
consumption of water, as and when bills therefor are rendered.
If the demised premises, or any part thereof, be supplied with
water through a meter which supplies other premises, the Tenant
will pay to the Landlord, as and when bills are rendered
therefor, the Tenant's proportionate part of all charges which
the municipality or water supply company shall make for all
water consumed through said meter, as indicated by said meter.
Such proportionate part shall be fixed by apportioning the
respective charge according to floor area against all of the
rentable floor area in the building (exclusive of the basement)
which shall have been occupied during the period of the
respective charges, taking into account the period that each
part of such area was occupied. Tenant agrees to pay as
additional rent the Tenant's proportionate part, determined as
SEWER aforesaid, of the sewer rent or charge imposed or assessed upon
the building of which the premises are a part.
TWENTY-FIFTH.--That the Tenant will purchase from the
ELECTRIC Landlord, if the Landlord shall so desire, all electric current
CURRENT that the Tenant requires at the demised premises, and will pay
the Landlord for the same, as the amount of consumption shall
be indicated by the meter furnished therefor. The price for said
current shall be the same as that charged for consumption
similar to that of the Tenant by the company supplying
electricity in the same community. Payments shall be due as and
when bills shall be rendered. The Tenant shall comply with like
rules, regulations and contract provisions as those prescribed
by said company for a consumption similar to that of the Tenant.
TWENTY-SIXTH.--If there now is or shall be installed in
SPRINKLER said building a "sprinkler system" the Tenant agrees to keep
SYSTEM the appliances thereto in the demised premises in repair and
good working condition, and if the New York Board of Fire
Underwriters or the New York Fire Insurance Exchange or any
bureau, department or official of the State or local government
requires or recommends that any changes, modifications,
alterations or additional sprinkler heads or other equipment be
made or supplied by reason of the Tenant's business, or the
location of partitions, trade fixtures, or other contents of the
demised premises, or if such changes, modifications,
alterations, additional sprinkler heads or other equipment in
the demised premises are necessary to prevent the imposition of
a penalty or charge against the full allowance for a sprinkler
system in the fire insurance rate as fixed by said Exchange, or
by any Fire Insurance Company, the Tenant will at the Tenant's
own expense, promptly make and supply such changes,
modifications, alterations, additional sprinkler heads or other
equipment. As additional rent hereunder the Tenant will pay to
the Landlord, annually in advance, throughout the term
$____________ toward the contract price for sprinkler
supervisory service.
TWENTY-SEVENTH. --The sum of ____NONE_______
SECURITY Dollars is deposited by the Tenant herein with the Landlord
herein as security for the faithful performance of all the
covenants and conditions of the lease by the said Tenant. If
the Tenant faithfully performs all the covenants and conditions
on his part to be performed, then the sum deposited shall be
returned to said Tenant.
TWENTY-EIGHTH.--This lease is granted and accepted on
NUISANCE the especially understood and agreed condition that the Tenant
will conduct his business in such a manner, both as regards
noise and kindred nuisances, as will in no wise interfere with,
annoy, or disturb any other tenants, in the conduct of their
several businesses, or the landlord in the management of the
building; under penalty of forfeiture of this lease and
consequential damages.
TWENTY-NINTH.--The Landlord hereby recognizes
BROKERS as the broker who negotiated and consummated this lease
COMMISSIONS with the Tenant herein, and agrees that if, as, and when the
Tenant exercises the option, if any, contained herein to renew
this lease, or fails to exercise the option, if any, contained
therein to cancel this lease, the Landlord will pay to said
broker a further commission in accordance with the rules and
commission rates of the Real Estate Board in the community. A
sale, transfer, or other disposition of the Landlord's interest
in said lease shall not operate to defeat the Landlord's
obligation to pay the said commission to the said broker. The
Tenant herein hereby represents to the Landlord that the said
broker is the sole and only broker who negotiated and
consummated this lease with the Tenant.
THIRTIETH.--The Tenant agrees that it will not
WINDOW require, permit, suffer, nor allow the cleaning of any window,
CLEANING or windows, in the demised premises from the outside (within the
meaning of Section 202 of the Labor Law) unless the equipment
and safety devices required by law, ordinance, regulation or
rule, including, without limitation, Section 202 of the New York
Labor Law, are provided and used, and unless the rules, or any
supplemental rules of the Industrial Board of the State of New
York are fully complied with; and the Tenant hereby agrees to
indemnify the Landlord, Owner, Agent, Manager and/or
Superintendent, as a result of the Tenant's requiring,
permitting, suffering, or allowing any window, or windows in the
demised premises to be cleaned from the outside in violation of
the requirements of the aforesaid laws, ordinances, regulations
and/or rules.
THIRTY-FIRST.--The invalidity or unenforceability of
VALIDITY any provision of this lease shall in no way affect the validity
or enforceability of any other provision hereof.
THIRTY-SECOND.--In order to avoid delay, this lease
EXECUTION has been prepared and submitted to the Tenant for signature with
& DELIVERY the understanding that it shall not bind the Landlord unless and
OF LEASE until it is executed and delivered by the Landlord.
THIRTY-THIRD.--The Tenant will keep clean and polished
EXTERIOR OF all metal, trim, marble and stonework which are a part of the
PREMISES exterior of the premises, using such materials and method as the
Landlord may direct, and if the Tenant shall fail to comply with
the provisions of this paragraph, the Landlord may cause such
work to be done at the expense of the Tenant.
THIRTY-FOURTH.--The Landlord shall replace at the
PLATE GLASS expense of the Tenant any and all broken glass in the skylights,
doors and walls in and about the demised premises. The Landlord
may insure and keep insured all plate glass in the skylights,
doors and walls in the demised premises, for and in the name of
the Landlord and bills for the premiums therefor shall be
rendered by the Landlord to the Tenant at such times as the
Landlord may elect, and shall be due from and payable by the
Tenant when rendered, and the amount thereof shall be deemed to
be, and shall be paid as, additional rent.
THIRTY-FIFTH. -- This lease and the obligation of Tenant
WAR to pay rent hereunder and perform all of the other covenants and
EMERGENCY 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, additions, alterations 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 a National Emergency declared by the President
of the United States or in connection with any rule, order or
regulation of any department or subdivision thereof of any
government agency or by reason of the conditions of supply and
demand which have been or are affected by war or other
emergency.
THE LANDLORD COVENANTS
QUIET FIRST.--That if and so long as the Tenant pays the
POSSESSION rent and "additional rent" reserved hereby, and performs and
observes the covenants and provisions hereof, the Tenant shall
quietly enjoy the demised premises, subject, however, to the
terms of this lease, and to the mortgages above mentioned,
provided however, that this covenant shall be conditioned upon
the retention of title to the premises by Landlord.
ELEVATOR
HEAT
And it is mutually understood and agreed that the
covenants and agreements contained in the within lease shall be
binding upon the parties hereto and upon their respective
successors, heirs, executors and administrators.
IN WITNESS WHEREOF, the Landlord and Tenant have
respectively signed and sealed these presents the day and year
first above written.
MARCUS REALTY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ [L.S.]
-------------------------Landlord
IN PRESENCE OF:
MANCHESTER EQUIPMENT CO., INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ [L.S.]
--------------------------Tenant
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - PRES.
4
RIDER TO AND FORMING PART OF LEASE
DATED JANUARY , 1988, by and
between MARCUS REALTY, as Landlord,
and MANCHESTER EQUIPMENT CO., INC.,
as Tenant.
RE: Premises - ▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇
36th. RENTAL: That the Tenant shall pay the sum of THREE MILLION EIGHT HUNDRED
TEN THOUSAND ($3,810,000.00) DOLLARS as the rental for the ten (10) year term of
the within Lease, which said total rental shall be payable at the monthly rate
as set forth on page 1 of the within Lease.
37th. INVOLUNTARY ASSIGNMENT: Notwithstanding any provision herein contained to
the contrary, the Landlord shall not be required to consent to any involuntary
assignment of this Lease or of the interest of the Tenant in this Lease by
operation of law. Each of the following acts shall be considered an involuntary
assignment:
(a) If Tenant is or becomes bankrupt or insolvent or is a
debtor-in-possession under any insolvency statute such as "Chapter XI"
proceedings under the Bankruptcy Act, or where Tenant makes an assignment for
the benefit of creditors or institutes a proceeding under the Bankruptcy Act in
which the Tenant is a bankrupt or a debtor or a debtor-in-possession or if any
proceeding is instituted against the Tenant under the Bankruptcy Act; or if
Tenant is a partnership or consists of more than one person or entity, if any
partner of the partnership or other person or entity is or becomes bankrupt or
insolvent or makes an assignment for the benefit of creditors or in the event
any court, court officer, referee, judge, trustee or judicial officer attempts
to assign or offer for sale at auction or otherwise the subject lease; or
(b) If a writ of attachment or execution is levied on this Lease; or
(c) If, in any proceeding or action to which Tenant is a party, a
receiver is appointed with authority to take possession of the premises.
An involuntary assignment shall constitute a default by Tenant and
Landlord shall have the right to elect to terminate this Lease, in which case
this Lease shall not be treated as an asset of Tenant.
38th. WAIVER OF JURY TRIAL AND COUNTERCLAIM: The parties hereto shall and they
hereby do waive trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other on any matters whatsoever
arising out of or in any way connected with this Lease, the relationship of
Landlord and Tenant, Tenant's use or occupancy of the Lease premises, and/or any
claim of injury or damage. In the event Landlord commences any proceeding for
non-payment of rent, minimum rent or additional rent, Tenant will not interpose
any counterclaims of whatever nature or description in any such proceeding. This
shall not, however, be construed as a waiver of the Tenant's right to assert
such claims in any separate action or actions brought by the Tenant.
39th. LEGAL EXPENSES: In case suit shall be brought for recovery of possession
of the leased premises, for the recovery of rent or any other amount due under
the provisions of this Lease, or because of the breach of any other covenants
herein contained on the part of the Tenant to be kept or performed, and a breach
shall be established, Tenant shall pay to Landlord all expenses incurred
therefor, including a reasonable attorney's fee.
40th. INDEMNIFICATION OF LANDLORD: Tenant will indemnify the Landlord and save
it harmless from and against any and all claims, actions, damages, liabilities
and expenses in connection with loss of life, personal injury and/or damage to
property arising from or out of any occurrence in, upon or at the leased
premises or any part thereof, or occasioned wholly or in part by any act or
omission of Tenant, its agents, contractors, employees, servants, lessees or
concessionaires. In case Landlord shall , without fault on its part be made a
party to any litigation commenced by or against Tenant, then Tenant shall
protect and hold Landlord harmless and shall pay all costs, expenses and
reasonable attorney's fees incurred or paid by Landlord in connection with such
litigation.
5
41st. LIENS: Tenant agrees not to suffer or permit during the demised term, any
mechanic's or other lien for work, labor and services and/or materials furnished
or otherwise to attach to and become a lien upon the premises as a result of any
work done by or on behalf of Tenant. If such lien shall so attach, Tenant shall
within 30 days after notice thereof, either pay or satisfy the same or procure
the discharge thereof of record in such manner as may be permitted or provided
by law. Should Tenant fail or refuse to discharge any such lien within the
period herein provided, then Landlord is hereby authorized to add the amount of
the said lien to any regular installment of rent thereafter becoming due as
additional rent.
42nd. ESTOPPEL CERTIFICATE: Within ten (10) days after request therefor by
Landlord, Tenant shall deliver in recordable form a certificate to Landlord or
to any proposed mortgagee or purchaser certifying that this Lease is in full
force and effect and that there are no defenses or offsets to any rent payments,
or stating those defaults or claims claimed by Tenant; such certificate to be
furnished without charge.
43rd. NOTICE: All notices, requests, demands or other communications desired or
required to be given under any of the provisions hereof shall be in writing and
shall be deemed to have been duly given on the date mailed if sent by certified
mail addressed to Tenant at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and to
the Landlord at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other or
additional address as the parties may furnish by such notice to the other.
44th. NO BROKER: Tenant represents and warrants to the Landlord that Tenant has
dealt with no real estate broker, real estate company or salesman as to give
rise to any claim for brokerage commission or similar compensation and the
Tenant does herewith hold harmless, save and indemnify the Landlord from any
claims of any real estate brokers, real estate companies or real estate
salesmen for brokerage commissions.
45th. UTILITIES: The Tenant agrees to pay for all utilities utilized by it in
connection with its occupancy for the demised premises including, but not by way
of limitation to, fuel, oil, electricity, gas (if any) and water. The Tenant
further agrees to have the aforementioned utilities placed in its name and to
make any requisite deposits therefor before occupying the demised premises. The
Tenant further agrees to pay for the aforesaid utilities within ten (10) days
after bills therefor have been received by it.
46th. CERTIFICATES AND PERMITS: During the entire term of this lease, the Tenant
shall be required to keep in full force and effect all necessary certificates
for the purposes for which the demised premises are rented, permits and other
approvals or consents required by any governmental authority having jurisdiction
over the business conducted by the Tenant as set forth in the purpose clause of
this Lease.
47th. INSURANCE:
(a) Tenant, at its cost, shall maintain a policy of standard fire and
extended coverage insurance with vandalism and malicious mischief endorsements
to the extent of at least 80% of full replacement value, defined as follows:
$2,500,000.00. The insurance policy shall be issued in the names of Landlord,
Tenant and Landlord's lender, if any, now or in the future, as their interests
appear. The insurance policy shall provide that any proceeds shall be made
payable to Landlord or Landlord's lender as Landlord may designate. If
necessary, and at Landlord's request, the Tenant agrees to assign and deliver at
the commencement of this Lease, said insurance policy to the Landlord and the
said policy and renewal thereof shall be held by said Landlord. In the event the
Tenant does not pay the premiums as they fall due on said policy, Landlord shall
have the option of paying said premiums on behalf of Tenant, and adding the cost
thereof to the next month's rent due Landlord under the terms of this Lease as
additional rent and to collect same as "additional rent".
(b) Tenant, at its cost, shall maintain plate glass insurance and
public liability and property damage insurance and products liability insurance
6
with liability limits of not less than $500,000.00 per person per occurrence and
$1,500,000.00 per occurrence and property damage limits of not less than
$50,000.00, insuring against all liability of Tenant and its authorized
representatives arising out of and in connection with Tenant's use, occupancy
and possession of the premises. All public liability insurance and products
liability insurance and property damage insurance shall insure performance by
Tenant of the indemnity provisions of paragraph "40th" of this Rider. Both
parties shall be named as co-insureds and the policy shall contain
cross-liability endorsements and the original policy shall be delivered to
Landlord at the commencement of this Lease. In the event the Tenant does not pay
the premiums as they fall due on said policies, Landlord shall have the option
of paying said premiums on behalf of Tenant, and adding the cost thereof to the
next month's rent due Landlord under the terms of this Lease as additional rent
and to collect said as "additional rent".
48th. DESTRUCTION:
(a) If, during the term of this Lease, the premises are totally or
partially destroyed from a risk covered by the insurance described in paragraph
"47th" of this Rider, rendering the premises totally or partially inaccessible
or unusable, or partially damaged but still usable, Tenant shall restore the
premises to substantially the same condition as they were in immediately before
destruction, whether or not the insurance proceeds are sufficient to cover the
actual cost of restoration. Such destruction shall not terminate this Lease.
However, if premises are not able to be used by Tenant for its business
operation, rent will ▇▇▇▇▇ until premises are restored.
(b) If, during the term of this lease, the premises are destroyed in a
manner described in subparagraph "(a)" of this paragraph "48th", both Tenant and
Landlord shall make the loss adjustment with the insurance company insuring the
loss, and on receipt of the proceeds, same shall be paid to Landlord and
Landlord shall hold same in escrow as follows:
All sums deposited with the Landlord shall be paid in installments by the
Landlord to the contractor retained by Tenant as construction progresses for
payment of the cost of restoration. A 10% retention fund shall be established
that will be paid to the contractor on completion of restoration, payment of all
costs, expiration of all applicable lien periods and proof that the premises are
free of all mechanic's liens and lienable claims, and the furnishing of all
municipal certificates. If the Landlord in its reasonable discretion determines
that a particular installment requested by Tenant or Tenant's contractor is
improper, it shall have the right to appoint its own construction supervisor to
determine the validity of such installment and to make payments on certificates
approved by Landlord's construction supervisor, and the reasonable expenses of
Landlord's construction supervisor shall be paid out of the escrow funds and
charged to Tenant's account.
Both parties agree to promptly execute all documents and perform all
acts reasonable required by either Landlord or any substitute insurance trustee
to perform its obligations under this paragraph.
49th. CONSENT OF PARTIES: Whenever consent or approval of either party is
required, that party shall not unreasonably withhold such consent or approval
except as same may be limited by paragraph "37th" of this Rider.
50th. ADDITIONAL RENT: The Tenant shall pay as additional rent any money
required to be paid pursuant to this Lease and all other sums of money or
charges required to be paid by Tenant under this Lease whether or not the same
be designated as "additional rent". If such amounts or charges are not paid at
the time provided in this Lease or if real estate taxes, increases, water
charges or assessments as well as insurance premiums are not paid within the
grace period allowed by the taxing authorities, water companies or insurance
companies, they shall, nevertheless, if not paid when due, be collectible as
additional rent with any installment of rent thereafter falling due hereunder,
but nothing herein contained shall be deemed to suspend or delay the payment of
any money, charge or amount at the time same becomes due and payable hereunder,
or limit any other remedy of the Landlord.
51st. AS IS: The Tenant does herewith acknowledge and declare that it is fully
familiar with the premises and environs and the buildings and improvements
7
thereon, and accepts said premises and environs, the buildings and improvements
thereon in an "as is" condition, and Landlord makes no representation or
warranty as to the fitness, feasibility or use of the demised premises, and any
violations placed on the premises either prior to or after the date hereof,
shall be removed by Tenant; PROVIDED, HOWEVER, that at the commencement of the
within Lease, it shall be the Landlord's responsibility to place the electric
oil burner and air-conditioning systems in working order.
52nd. CONFLICT IN LANGUAGE: Should any conflict in language or interpretation
occur between the printed provisions of this Lease and the provisions contained
in the Rider of the Lease, the parties agree that the provisions contained in
the Rider of the Lease, the parties agree that the provisions in the Rider shall
prevail. All reference to paragraph numbers in the Rider shall refer to
paragraphs so numbered in the Rider and not to paragraphs in the printed portion
of this Lease unless so designated or unless the context of the Rider is
intended to designate the printed portion of the Lease.
53rd. AGREEMENTS BETWEEN PARTIES: This Lease contains all of the agreements and
understandings of the parties and cannot be amended or modified except by a
written agreement.
54th. SEVERABILITY: The unenforceability, invalidity or illegality of any
provision of this Lease shall not render the other provisions unenforceable,
invalid or illegal.
55th. SUCCESSORS: This Lease shall be binding on and inure to the benefit of the
parties and their successors, heirs and assigns.
56th. TAXES:
(a) The Tenant shall, and will, during the term herein demised, pay and
discharge all such duties, taxes, charges for water, sewer taxes, assessments
and payments, extraordinary as well as ordinary, whether foreseen or unforeseen,
as shall during the term hereby demised by laid, levied, assessed or imposed
upon, or become due and payable, or liens upon the said demised premises, or any
part thereof, or any appurtenances thereto, the leasehold estate hereby created,
the sidewalks or streets in front of or adjoining the demised premises or any
vault or vaults thereunder, by virtue of any present or future law, order or
ordinance of the United States of America, or of the city, county or local
government, or of any department, office or bureau thereof, or any other
governmental authority. The duties, taxes, charges, assessments and payments
described in the foregoing paragraph are sometimes referred to herein
collectively as "Impositions ".
(b) All impositions mentioned in this paragraph shall be paid by the
Tenant when the same shall become due and payable without interest or penalty to
the department, office or bureau charged with the collection thereof. But
nothing herein contained shall require the Tenant to pay any inheritance,
franchise, income, payroll, excise, privilege, rent, capital stock, estate or
profit tax, or any tax of similar nature, that is or may be imposed upon the
Landlord, unless such taxes shall be levied upon the rent herein reserved in the
place of taxes upon the property herein demised. All taxes, assessments and
water rents that are mentioned above to be paid by Tenant shall be prorated and
adjusted for the fiscal years in which the terms begins and ends.
(c) In the case of assessments for local improvements or betterments
which are assessed or imposed during the term hereof and which may be payable in
installments, Tenant shall only be obligated to pay such installments as fall
due during the term hereof.
(d) In any suit or proceedings of any kind or nature arising or growing
out of the failure of the Tenant to keep any covenant contained in this
paragraph, the certificate or receipt of the department, office or bureau
charged with collection of the imposition, showing that the tax, water rent,
assessment or other charge, affecting the demised premises is due and payable,
or has been paid, shall be prima facie evidence that such tax, water rent,
assessment or other charge was due and payable as a lien or charge against the
demised premises or that
-4-
8
it has been paid as such by the Landlord.
(e) The Tenant shall have the right to contest or review by legal
proceedings or in such manner as Tenant, in its opinion shall be deemed
advisable (which proceedings or other steps taken by Tenant, if instituted,
shall be conducted diligently at its own expense and free of expense to the
Landlord) any and all impositions levied, assessed or imposed upon or against
the demised premises or the building or improvements thereon, or taxes in lieu
thereof, required to be paid by Tenant hereunder. No such context or review
shall be undertaken in a manner that exposes the premises or Landlord's interest
therein to jeopardy.
(f) Tenant upon request of Landlord will promptly exhibit to Landlord
all paid bills for real estate taxes, water rates and assessments, which bills
after inspection by the Landlord shall be returned to the Tenant.
(g) Notwithstanding the foregoing provisions of this paragraph, Tenant
agrees at the election of Landlord, to pay to Landlord the amount of the
impositions imposed upon the demised premises for each fiscal tax year, in equal
monthly installments on the first day of each month during such fiscal tax year.
Such payments shall in the first instance be based on the impositions for the
prior fiscal tax year, and when the impositions shall be ascertained for the
current tax year, appropriate adjudgments shall be made. No interest shall be
paid by Landlord or Tenant on the monthly payments by Tenant, but the same will
be kept by Landlord in a separate escrow account, the funds whereof shall be
employed by Landlord to pay the impositions for the current tax year as they
mature. It is further agreed that if an imposition is payable in full before the
expiration of the fiscal tax year, whether in installments or by lump sum
payment, the monthly payments by Tenant shall be in amounts such that there
shall be a fund in Landlord's hands sufficient to meet the payment of any
imposition or installment thereof as it falls due. Each monthly payment of
Tenant shall be in an equal amount during the period between impositions payment
dates; in any event, at least ten days in advance of the last date for payment
of any imposition, or installment thereof, before a penalty or interest accrues
thereon, Tenant will deposit with Landlord an amount sufficient to make up any
deficiency for that payment.
57th. TERM OF LEASE:
Unless sooner terminated, this Lease shall terminate on the tenth
anniversary of the last day of the month preceding the month during which the
original term of this Lease commences. Upon request of either the Landlord or
Tenant, the other party shall execute a document in recordable form, setting
forth the exact commencement date of the term hereof.
58th. MORTGAGE: Reference is herein made to a certain mortgage now a lien on the
demised premises presently held by the Union Savings Bank, and to the proposed
mortgage contemplated to become a lien on the demised premises to be held by the
New York State Job Development Authority. In the event that the interest rates
as to either or both of said mortgages should increase during the term of the
within Lease, the Tenant shall pay to the Landlord, as additional rent
hereunder, such sums as shall equal the amount of such increase or increases ,
as same should occur throughout the term of this Lease. Said additional rent
shall be paid on a monthly basis commencing on the first of the month following
each written notification to the Tenant of an interest increase hereunder.
59th. SUBORDINATION: This Lease shall be subject and subordinate to any and all
mortgages which may now or hereafter affect the Landlord's interest in the real
property of which the demised premises form a part, and of all renewals,
modifications, consolidations, replacements and extensions thereof. This clause
shall be self-operative and no further instruments of subordination shall be
required. In confirmation of such subordination Tenant shall execute promptly
any certificate that Landlord may request. Tenant hereby constitutes and
appoints Landlord/Tenant's attorney-in-fact to execute any such certificate or
certificates for and on behalf of the Tenant.
-5-
9
60th. IMPROVEMENTS: it is understood and agreed that all improvements of
whatsoever nature, any and all additions to the building, together with any and
all fixtures attached to the demised premises shall immediately become the
property of the Landlord, and shall be surrendered at the end of the demised
term, in good condition, reasonable wear and tear excepted.
MARCUS REALTY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
Landlord
MANCHESTER EQUIPMENT CO., INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Tenant
-▇-
▇▇
▇▇▇▇▇▇ ▇▇▇
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ of ss:
On the day of 19 , before me personally came
, to me known, who, being by me duly sworn, did depose
and say that he resides at ; that he is
of , the corporation described in and which
executed the within instrument; 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.
State of New York, County of ss:}
On the day of 19 , before me personally came
, to me known, who, being by me duly sworn, did depose
and say that he resides at ; that he is
of , the corporation described in and which
executed the within instrument; 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.
State of New York, County of ss:
On the day of 19 , before me personally came
to be known and known to me to be the individual described in and who executed
the foreoing instrument, and duly acknowledged that he executed the same.
State of New York, County of ss:
On the day of 19 , before me personally came
, subscribing witness to the foregoing instrument, with
whom I am personally acquainted, who, being by me duly sworn, did depose and
say, that he resided, at the time of the execution of said instrument, and
still resides, in that he is and then
was acquainted with , and knew to
be the individual described in and who executed the foregoing
instrument; and that he, said sbuscribing witness, was present and saw
execute the same; and that he, said witness, thereupon at the
same time subscribed his name as witness thereto.
BUILDING
PREMISES
Landlord
to
Tenant
LEASE
GUARANTY
In consideration of the letting of the premises within mentioned to
the Tenant within named, and of the sum of One Dollar, to the undersigned in
hand paid by the Landlord within named, the undersigned hereby guarantees to
the Landlord and to the heirs, successors and/or assigns of the Landlord, the
payment by the Tenant of the rent, within provided for, and the performance by
the Tenant of all of the provisions of the within lease. Notice of all defaults
is waived, and consent is hereby given to all extensions of time that any
Landlord may grant.
Dated, 19
L.S.
STATE OF COUNTY OF ss:
On this day of 19 , before me personnally appeared
to me known and known to me to be the individual described in and who executed
the foregoing instrument, and duly acknowledged to me that he executed the
same.
12
Modification of Lease dated January 17, 1996, between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
d/b/a ▇▇▇▇▇▇ Realty, as Landlord, and Manchester Equipment Co., Inc., as
Tenant.
Re: Premises at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
--------------------------------------------------------------------------------
The Landlord and Tenant hereby agree to modify the terms and conditions
of the Lease as follows:
1. Anything to the contrary notwithstanding commencing
October 1, 1996, the rents shall be adjusted and modified in accordance with
the following provisions:
Rider Paragraph 34 of the original Lease shall be
deleted and in place and stead thereof the following provisions shall apply:
34. The base rent for the described periods of the term of the
within Lease shall be as follows:
Period Monthly
------ -------
Feb. 1, 1996 to July 31, 1996 $222,000.00 $37,000.00
Aug. 1, 1996 to Jan. 31, 1997 $162,112.50 $27,018.75
Feb. 1, 1997 to Jan. 31, 1998 $333,851.74 $27,829.31
Feb. 1, 1998 to Jan. 31, 1999 $343,970.29 $28,864.19
Feb. 1, 1999 to Jan. 31, 2000 $364,289.39 $29,524.11
Feb. 1, 2000 to Jan. 31, 2001 $364,918.07 $30,429.83
Feb. 1, 2001 to Jan. 31, 2002 $375,865.61 $31,322.13
Feb. 1, 2002 to Jan. 31, 2003 $387,141.57 $32,261.79
Feb. 1, 2003 to Jan. 31, 2004 $399,755.81 $33,229.64
Feb. 1, 2004 to Jan. 31, 2005 $410,718.48 $34,222.53
Feb. 1, 2005 to Jan. 31, 2006 $423,040.03 $35,283.33
Feb. 1, 2005 to Jan. 31, 2007 $435,731.25 $36,310.83
Feb. 1, 2007 to Jan. 31, 2008 $448,803.14 $37,400.28
13
2. This Modification is conditioned and shall take effect only upon the
Tenant successfully completing the Public Offering of its shares now
contemplated. In the event the Public Offering of shares now contemplated is
not concluded, on or before January 1, 1997, then, unless said date is extended
by written agreement of the parties, this Modification shall be null and void,
and the Lease shall be enforceable as originally written.
DATED: OCT. 2, 1996
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, d/b/a Marcus Realty,
Landlord
Manchester Equipment Co., Inc.
by: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ V.P.
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Tenant
