EXHIBIT 10.41
GREATER DALLAS BOARD OF REALTORS OFFICIAL FORM L-1 (C) 1976
STATE OF TEXAS
COUNTY OF DALLAS
LEASE AGREEMENT
THIS LEASE AGREEMENT made and entered into by and between
CHRISTMAS JOINT VENTURE
hereinafter referred to as "Landlord," and SUBURBAN 0STOMY SUPPLY CO., a
Massachusetts corporation with principal offices situated at 75 October Rill
Road, Holliston, Massachusetts 01746 hereinafter referred to as "Tenant";
WITNESSETH:
Landlord hereby leases to Tenant, and Tenant hereby takes from Landlord the
following described premises (hereinafter referred to as the "demised premises")
situated within the County of Dallas, State of Texas:
Being a free standing office/warehouse building containing approximately
24,270 square feet situated on Lot 6 and part of Lot 5, Block 6/7941, of Kings
Row Industrial District, Third Installment, an Addition to the City of Dallas,
Dallas County, Texas and being more commonly known as 1255 Viceroy Drive,
Dallas, Texas together with all rights, privileges, easements and appurtenances
belonging to or in any way pertaining to the demised premises and together with
the building and other improvements now situated or to be erected upon the
demised premise
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TO HAVE AND TO HOLD the same for a term of seven (7) years beginning on July 1,
1994, upon the following terms, conditions and covenants:
1. RENT: Tenant agrees to pay Landlord named herein, without offset or
deduction, rent for the demised premises at the rate of Six Thousand Five
Hundred Seventy-Three and 12/100 Dollars ($6,573.12) per month in advance for
the first five (5) years of the term of this lease and $7,078.75 per month in
advance for the remainder of the term hereof. The first monthly installment
shall be due and payable on or before the beginning date of this lease, and
subsequent monthly installments shall be due and payable on or before the first
day of each succeeding calendar month during the term hereof; provided that, in
the event the term hereof shall commence or end during a calendar month, the
rent for any fractional calendar month following the commencement or preceding
the end of the term of this lease shall be pro rated by days. (If percentage
rent is to be payable to Landlord, refer to Exhibit A attached to this lease.
In such case Exhibit A shall be incorporated into and become a part of this
lease when physically attached hereto.)
Tenant has deposited with Landlord, upon delivery of this lease, Six
Thousand Five Hundred Seventy-Three and 12/100 Dollars ($6,573.12) to be applied
as follows:
(a) $6,573.12 for rent for the first month of the term hereof.
2. ACCEPTANCE OF PREMISES: Tenant acknowledges that it has fully
inspected the demised premises and accepts the demised premises, and any
buildings and improvements situated thereon, as suitable for the purposes for
which the same are leased in their present condition, subject to the Landlord
refurbishing the building in accordance with the plans attached hereto as
Exhibit A and made a part hereof. (If this lease provides for a building to be
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constructed
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for Tenant, refer to Exhibit B attached to this lease. In such case this
paragraph 2 shall become inapplicable, and Exhibit B shall be incorporated into
and become a part of this lease when physically attached hereto.)
3. USE OF PREMISES: The demised premises shall be used and occupied only
for the purpose of storage and distribution and general office use and other
business activities incident to Tenant's business and not otherwise. Tenant
shall at its own expense obtain any and all governmental licenses and permits
necessary for such use.
4. COMPLIANCE WITH LAW: Tenant shall comply with all governmental laws,
ordinances and regulations applicable to the use of the demised premises, and
shall promptly comply with all governmental orders and directives for the
correction, prevention and abatement of nuisances in or upon, or connected with
the demised premises, all at Tenant's sole expense.
5. REAL ESTATE TAXES:
A. Tenant shall pay as additional rental upon receipt of statement
any increase in real estate taxes on the property of which the demised premises
form a part. The based year shall be _____________, 1994.
6. MAINTENANCE BY LANDLORD
A. Landlord shall at its expense maintain the roof, foundation and
the structural soundness of the exterior walls (excluding all windows, window
glass, plate glass and all doors) of the building in good repair and condition,
reasonable wear and tear excepted. Landlord shall not be required to make
repairs occasioned by the act or negligence of Tenant, its employees,
subtenants, licensees or concessionaires (unless such act or negligence results
in damage covered by valid and collectible fire and extended coverage insurance
policies and is collectible
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thereunder). Tenant shall give immediate written notice to Landlord of the need
for repairs or corrections, and Landlord shall proceed promptly to make such
repairs or corrections. In the event any repairs are required to be made by
Landlord, Tenant shall, at Tenant's sole cost and expense promptly remove
Tenant's fixtures, inventory and other property and equipment maintained by
Tenant to the extent required to enable Landlord to make such repairs.
Landlord's liability hereunder shall be limited to the cost of such repairs or
corrections.
B. Landlord represents that at the commencement of the lease term, the
plumbing, electrical system and exterior doors, and any fire protection
sprinkler system, heating system, air conditioning equipment and elevators
existing on the date of this lease or to be provided by Landlord, are or will be
in good operating condition.
7. MAINTENANCE BY TENANT:
A. Tenant shall maintain in good repair and condition at its expense
and risk all other parts of the building and other improvements and equipment on
the demised premises not required to be maintained by Landlord including but not
limited to repairs (including all necessary replacements) of the windows, window
glass, plate glass, doors, heating system, air conditioning equipment, fire
protection sprinkler system, elevators, interior and exterior plumbing, and the
interior of the building in general, and including care of landscaping and
regular mowing of grass, and maintenance of any paving.
B. Tenant shall, throughout the lease term, take good care of the
building and other improvements and keep them free from waste or nuisance and,
at the expiration or termination of this lease, deliver up the demised premises
clean and free of trash and in good repair and condition, with all equipment
situated in the demised premises on the beginning date of
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this lease, or replacements thereof, in working order (reasonable wear and tear
and damage by fire, tornado or other casualty excepted).
C. In the event Tenant shall fail to maintain the demised premises
and any paving or landscaping in accordance with this paragraph 7, Landlord
shall have the right (but not the obligation) to cause all repairs or other
maintenance to be made and the reasonable costs therefor expended by Landlord
shall be reimbursed by Tenant on demand.
8. ALTERATIONS, ADDITIONS AND IMPROVEMENTS: Tenants shall not create any
openings in the roof or exterior walls, or make any alterations, additions or
improvements to the demised premises without prior written consent of Landlord.
Consent for non-structural alterations, additions or improvements shall not be
unreasonably withheld by Landlord. Tenant shall have the right to erect or
install shelves, bins, machinery, air conditioning or heating equipment and
trade fixtures, provided that Tenant complies with all applicable governmental
laws, ordinances and regulations. At the expiration or termination of this
lease, Tenant shall have the right to remove such items so installed, provided
Tenant is not in default at the time of such removal and provided further that
Tenant shall, at the time of removal of such items, repair in a good and
workmanlike manner any damage caused by installation or removal thereof.
Tenant shall pay for all costs incurred or arising out of alterations,
additions or improvements in or to the demised premises and shall not permit a
mechanic's or materialman's lien to be asserted against the demised premises.
Upon request by Landlord, Tenant shall delivery to Landlord proof of payment
reasonably satisfactory to Landlord of all costs incurred or arising out of any
such alterations, additions or improvements.
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All alterations, additions or improvements in or to the demised premises
made by Tenant shall become the property of Landlord at the expiration or
termination of this lease; however, if, at the time any alterations, additions
or improvements were approved by Landlord, Landlord advised Tenant in writing
that Tenant would be required to remove such alterations, additions or
improvements upon termination of this lease, Landlord may direct the removal of
such alterations, additions or improvements by giving written notice to that
effect to Tenant prior to the expiration or termination of this lease. At the
direction of Landlord, Tenant shall promptly remove any alterations, additions
or improvements it is required to remove pursuant to the preceding sentence and
any other property placed in the demised premises by Tenant and Tenant shall
repair in a good and workmanlike manner any damage caused by such removal.
9. SIGNS: Tenant shall not place or affix any signs or other objects
upon or to the roof or exterior walls of the demised premises or paint or
otherwise deface the exterior walls of the demised premises without the prior
written consent of Landlord. Any signs installed by Tenant shall conform with
applicable laws and deed and other restrictions. Tenant shall remove all signs
at the termination of this lease and shall repair any damage and close any holes
caused or revealed by such removal.
10. INCREASING PREMIUMS OR CAUSING SUSPENSION OR CANCELLATION OF
LANDLORD'S INSURANCE POLICY.
A. Tenant shall not permit any operation or activity to be conducted
or storage or use of any volatile or any other materials in the demised premises
that would cause suspension or cancellation of any fire and extended coverage
insurance policy carried by Landlord, or increase the premiums therefor, without
prior written consent of Landlord.
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B. Any insurance which may be carried by Landlord or Tenant against
loss or damage to the building and other improvements situated on the demised
premises shall be for the sole benefit of the party carrying such insurance and
under its sole control.
11. WAIVER OF SUBROGATION: Each party hereto waives any and every claim
which arises or may arise in its favor against the other party hereto during the
term of this lease or any renewal or extension thereof for any and all loss of,
or damage to, any of its property located within or upon, or constituting a part
of, the demised premises, which loss or damage is covered by valid and
collectible fire and extended coverage insurance policies, to the extent that
such loss or damage is recoverable under such insurance policies. Such mutual
waivers shall be in addition to, and not in limitation or derogation of, any
other waiver or release contained in this lease with respect to any loss of, or
damage to, property of the parties hereto. Inasmuch as such mutual waivers will
preclude the assignment of any aforesaid claim by way of subrogation or
otherwise to an insurance company (or any other person), each party hereby
agrees immediately to give to each insurance company which has issued to it
policies of fire and extended coverage insurance, written notice of the terms of
such mutual waivers, and to cause such insurance policies to be properly
endorsed, if necessary, to prevent the invalidations of such insurance coverages
by reason of such waivers.
12. LANDLORD'S RIGHT OF ENTRY: Landlord and its authorized agents shall
have the right, during normal business hours and after reasonable prior notice
to Tenant, to enter the demised premises (a) to inspect the general condition
and state of repair thereof, (b) to make repairs required or permitted under
this lease, (c) to show the premises to any prospective tenant or purchaser or
(d) for any other reasonable purpose.
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During the final 150 days of the lease term, Landlord and its authorized
agents shall have the right to erect and maintain on or about the demised
premises customary signs advertising the property for lease or for sale.
13. UTILITY SERVICES: Tenant shall pay the cost of all utility services,
including but not limited to all charges for gas, water and electricity used on
the demised premises, and for all electric lights, lamps and tubes.
14. ASSIGNMENT AND SUBLEASING: Tenant shall not, without the prior
written consent of Landlord, which consent shall not unreasonably be withheld,
assign this lease or sublet the demised premises or any portion thereof. Any
assignment or subletting shall be expressly subject to all terms and provisions
of this lease, including the provisions of paragraph 3 pertaining to the use of
the demised premises. In the event of any assignment or subletting, Tenant
shall remain fully liable for the full performance of all Tenant's obligations
under this lease. Tenant shall not assign his rights hereunder or sublet the
premises without first obtaining a written agreement from assignee or sublessee
whereby assignee or sublessee agrees to be bound by the terms of this lease. No
such assignment or subletting shall constitute a novation. In the event of the
occurrence of an event of default while the demised premises are assigned or
sublet, Landlord, in addition to any other remedies provided herein by law, may
at Landlord's option, collect directly from such assignee or subtenant all rents
becoming due under such assignment or subletting and apply such rent against any
sums due to Landlord hereunder. No direct collection by Landlord from any such
assignee or subtenant shall release Tenant from the performance of its
obligations hereunder.
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15. FIRE AND CASUALTY DAMAGE:
A. If the building or other improvements on the demises premises
should be damaged or destroyed by fire, tornado or other casualty, Tenant shall
give immediate written notice thereof to Landlord.
B. If the building situated on the demised premises should be
substantially or totally destroyed by fire, tornado or other casualty, or so
damaged that rebuilding of repairs cannot reasonably be competed within 120 days
from the date of written notification by Tenant to Landlord of the happening of
the damage, this lease shall terminate at the option of Landlord and rent shall
be abated for the unexpired portion of this lease, effective from the date of
actual receipt by Landlord of such written notification. If this lease is not
terminated, the building and other improvements shall be rebuilt or repaired and
rent abated to the extent provided under Section C.
C. If the building or other improvements situated on the demised
premises should be damaged by fire, tornado or other casualty but not to such an
extent that rebuilding or repairs cannot reasonably be completed within 120 days
from the date of written notification by Tenant to Landlord of the happening of
the damage, this lease shall not terminate, but Landlord shall, at its sole cost
and risk, proceed forthwith and use reasonable diligence to rebuild or repair
such building and other improvements on the demised premises (other than
leasehold improvements made by Tenant or any assignee, subtenant or other
occupant of the demised premises) to substantially the condition in which they
existed prior to such damage; provided, however, if the casualty occurs during
the final 18 months of the lease term, Landlord shall not be required to rebuild
or repair such damage unless tenant shall exercise its renewal option (if any is
contained herein) within 15 days after the date of receipt by Landlord of the
notification of the
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occurrence of the damage. If Tenant does not elect to exercise its renewal
option or if there is no renewal option contained herein or previously
unexercised at such time, this lease shall terminate at the option of Landlord
and rent shall be abated for the unexpired portion of this lease effective from
the date of actual receipt by Landlord of the written notification of the
damage. If the building and other improvements are to be rebuilt or repaired
and are untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are untenantable shall be adjusted
equitably.
16. INDEMNITY AND PUBLIC LIABILITY INSURANCE:
A. Landlord shall not be liable to Tenant or to Tenant's employees,
agents or visitors, or to any other person whomsoever, for any injury to persons
or damage to property on or about the demised premises or any adjacent area
owned by Landlord caused by the negligence or misconduct of Tenant, it
employees, subtenants, licensees or concessionaires or any other person entering
the demised premises under express or implied invitation of Tenant, or arising
out of the use of the demised premises by Tenant and the conduct of its business
therein, or arising out of any breach or default by Tenant in the performance of
its obligation hereunder; and Tenant hereby agrees to indemnify Landlord and
hold it harmless from any loss, expense or claims arising out of such damage or
injury. Tenant shall not be liable for any injury or damage caused by the
negligence or misconduct of Landlord, or its employees or agents, and Landlord
agrees to indemnify Tenant and hold it harmless from any loss, expense or damage
arising out of such damage or injury.
B. Landlord and Landlord's agents and employees shall not be liable
to Tenant for any injury to persons or damage to property resulting from the
demised premises, or other
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premises owned by Landlord becoming out of repair or by defect in or failure of
equipment, pipes, or wiring, or broken glass, or by the backing up of drains, or
by gas, water, steam, electricity or oil leaking, escaping or flowing into the
demised premises, regardless of the source, or by dampness (except where due to
Landlord's willful failure to make repairs required to be made hereunder, after
the expiration of a reasonable time after written notice to Landlord of the need
for such repairs or to any other breach of this lease by Landlord) or by fire,
explosion, falling plaster or ceiling. Landlord shall not be liable to Tenant
for any loss or damage that may be occasioned by or through the acts or
omissions of other tenants of the Landlord or caused by operations in
construction of any private, public or quasi-public work, or of any other
persons whomsoever, excepting only duly authorized employees and agents of
Landlord.
17. CONDEMNATION:
A. If, during the term of this lease or any extension or renewal
thereof, all or a substantial part of the demised premises should be taken for
any public or quasi-public use under any governmental law, ordinance or
regulation or by right of eminent domain, or should be sold to the condemning
authority under threat of condemnation, this lease shall terminate and the rent
shall be abated during the unexpired portion of this lease, effective from the
date of taking of the demised premises by the condemning authority.
B. If less than a substantial part of the demised premises is taken
for public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain, or is sold to the condemning
authority under threat of condemnation, Landlord, at its option, may by written
notice terminate this lease or shall forthwith at its sole expense restore and
reconstruct the buildings and improvements (other than leasehold improvements
made by Tenant
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or any assignee, subtenant or other occupant of the demised premises) situated
on the demised premises in order to make the same reasonable tenantable and
suitable for the uses for which the demised premises are leased as defined in
paragraph 3. The rent payable hereunder during the unexpired portion of this
lease shall be adjusted equitably.
C. Landlord and Tenant shall each be entitled to receive and
retain such separate awards and portions of lump sum awards as may be allocated
to their respective interests in any condemnation proceedings. The termination
of this lease shall not affect the rights of the respective parties to such
awards.
18. HOLDING OVER: Should Tenant, or any of its successors in interest
fail to surrender the demised premises, or any part thereof, on the expiration
of the term of this lease, such holding over shall constitute a tenancy from
month to month, at a monthly rental equal to 125% of the rent paid for the last
month of the term of this lease unless otherwise agreed in writing.
19. DEFAULT BY TENANT: The following events shall be deemed to be events
of default under this lease:
A. Failure of Tenant to pay any installment of the rent or other sum
payable to Landlord hereunder on the date that same is due and such failure
shall continue for a period of 10 days.
B. Failure of Tenant to comply with any term, condition or covenant
of this lease, other than the payment of rent or other sum of money, and such
failure shall not be cured within 30 days after written notice thereof to
tenant.
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C. Insolvency, the making of a transfer in fraud of creditors, or the
making of an assignment for the benefit of creditors by Tenant or any guarantor
of Tenant's obligation.
D. Filing of a petition under any section or chapter of the National
Bankruptcy Act, as amended, or under any similar law or statute of the United
States or any State thereof by Tenant or any guarantor of Tenant's obligations,
or adjudication as a bankrupt or insolvent in proceedings filed against Tenant
or such guarantor.
E. Appointment of a receiver or trustee for all or substantially all
of the assets of Tenant or any guarantor of Tenant's obligations hereunder.
F. Abandonment by Tenant of any substantial portion of the demised
premises or cessation of use of the demised premises for the purpose leased.
20. REMEDIES OF LANDLORD: Upon the occurrence of any of the events of
default listed in Section 19, Landlord shall have the option to pursue any one
or more of the following remedies without any notice or demand whatsoever:
A. Terminate this lease, in which event Tenant shall immediately
surrender the demised premises to Landlord. If Tenant fails to so surrender such
premises, Landlord may, without prejudice to any other remedy which it may have
for possession of the demised premises or arrearage in rent, enter upon and take
possession of the demised premises and expel or remove Tenant and any other
person who may be occupying such premises or any part thereof, by force if
necessary, without being liable for prosecution or any claim for damages
therefor. Tenant shall pay to Landlord on demand the amount of all loss and
damage which Landlord may suffer by reason of such termination, whether through
inability to relet the demised premises on satisfactory terms or otherwise.
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B. Enter upon and take possession of the demises premises, by force
if necessary, without terminating this lease and without being liable for
prosecution or for any claim for damages therefor, and expel or remove Tenant
and any other person who may be occupying such premises or any part thereof.
Landlord may relet the demised premises and receive the rent therefor. Tenant
agrees to pay to Landlord monthly or on demand from time to time any deficiency
that may arise by reason of any such reletting. In determining the amount of
such deficiency, the brokerage commission, attorney's fees, remodeling expenses
and other costs of reletting shall be subtracted from the amount of rent
received under such reletting.
C. Enter upon the demised premises, by force, if necessary, without
terminating this lease and without being liable for prosecution or for any claim
for damages therefor, and do whatever Tenant is obligated to do under the terms
of this lease. Tenant agrees to pay Landlord on demand for expenses which
Landlord may incur in thus effecting compliance with Tenant's obligations under
this lease, together with interest thereon at the rate of 10% per annum from the
date expended until paid. Landlord shall not be liable for any damages
resulting to the Tenant from such action, whether caused by negligence of
Landlord or otherwise.
Pursuit of any of the foregoing remedies shall not preclude pursuit
of any of the other remedies herein provided or any other remedies provided by
law, nor shall pursuit of any remedy herein provided constitute a forfeiture or
waiver of any rent due to Landlord hereunder or of any damages accruing to
Landlord by reason of the violation of any of the terms, conditions and
covenants herein contained. In the event of any default by Tenant, Landlord
shall use reasonable efforts to mitigate its damages, but Landlord shall not be
required to lease the demised premises in preference to other property owned by
Landlord.
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21. ATTORNEYS' FEES: If, on account of any breach or default by Landlord
or Tenant of their respective obligations under this lease, it shall become
necessary for the other to employ an attorney to enforce or defend any of its
rights or remedies hereunder, and should such party prevail, it shall be
entitled to any reasonable attorneys' fees incurred in such connection.
22. QUIET ENJOYMENT: Landlord warrants that it has full right and power
to execute and perform this lease and to grant the estate demised herein and
that Tenant, on payment of the rent and performing the covenants herein
contained, shall peaceably and quietly have, hold and enjoy the demised premises
during the full term of this lease and any extension or renewal hereof;
provided, however, that Tenant accepts this lease subject and subordinate to any
recorded mortgage, deed of trust or other lien presently existing upon the
demised premises. Landlord is hereby irrevocably vested with full power and
authority to subordinate Tenant's interest hereunder to any mortgage, deed of
trust or other lien hereafter placed on the demised premises, and Tenant agrees
upon demand to execute such further instruments subordinating this lease as
Landlord may request, provided such further subordination shall be upon the
express condition that this lease shall be recognized by the mortgagee and that
the rights of Tenant shall remain in full force and effect during the term of
this lease so long as Tenant shall continue to perform all of the covenants of
this lease.
23. WAIVER OF DEFAULT: No waiver by the parties hereto of any default or
breach of any term, condition or covenant of this lease shall be deemed to be
waiver of any subsequent default or breach of the same or any other term,
condition or covenant contained herein.
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24. REALTOR'S COMMISSIONS:
A. Landlord agrees to pay to Robert Lynn & Co. ("Broker") a
commission for negotiating this lease in accordance with a separate agreement
between Landlord and Broker.
B. The Principal Realtor is hereby granted a lien against the demised
premises to secure payment of all commissions (including not only the commission
originally payable hereunder but also any additional commissions which may
hereafter become payable by reason of renewals, new leases, rental agreements,
sale or otherwise). This lien is subject to the rights of Tenant under this
lease, but prior and superior to any liens hereafter created against the demised
premises, excepting only liens in favor of banks, insurance companies, building
and loan associations and similar regulated financial institutions securing
indebtedness incurred for the purpose of acquiring the demised premises or
constructing, repairing, rebuilding or remodeling buildings and other
improvements thereon, to all of which liens the lien hereby created shall be
subordinate and inferior.
25. CERTIFICATE OF OCCUPANCY: Tenant may, prior to the commencement of
the term of this lease, apply for a Certificate of Occupancy to be issued by the
municipality in which the demised premises are located, but this lease shall not
be contingent upon issuance thereof. Nothing herein contained shall obligate
Landlord to install any additional electrical wiring, plumbing or plumbing
fixtures which are not presently existing in the demised premises, or which have
not been expressly agreed upon by Landlord in writing.
26. FORCE MAJEURE: In the event performance by Landlord of any term,
condition or covenant in this lease is delayed or prevented by any Act of God,
strike, lockout, shortage of material or labor, restriction by any governmental
authority, civil riot, flood, and any other cause
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not within the control of Landlord, the period for performance of such term,
condition or covenant shall be extended for a period equal to the period
Landlord is so delayed or hindered.
27. EXHIBITS: All exhibits, attachments, annexed instruments and addenda
referred to herein shall be considered a part hereof for all purposes with the
same force and effect as if copied at full length herein.
28. USE OF LANGUAGE: Words of any gender used in this lease shall be held
and construed to include any other gender, and words in the singular shall be
held to include the plural, unless the context otherwise requires.
29. CAPTIONS: The captions or headings of paragraphs in this lease are
inserted for convenience only, and shall not be considered in construing the
provisions hereof if any question of intent should arise.
30. SUCCESSORS: The terms, conditions and covenants contained in this
lease shall apply to, inure to the benefit of, and be binding upon the parties
hereto and their respective successors in interest and legal representatives
except as otherwise herein expressly provided. All rights, powers, privileges,
immunities and duties of Landlord under this lease, including, but not limited
to, any notices required or permitted to be delivered by Landlord to Tenant
hereunder, may, at Landlord's option, be exercised or performed by Landlord's
agent or attorney.
31. SUBLEASE: If this lease is in fact a sublease, Tenant accepts this
lease subject to all of the terms and conditions of the lease under which
Landlord holds the demised premises as lessee. Tenant covenants that it will do
no act or thing which would constitute a violation by Landlord of its
obligations under such lease.
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32. SEVERABILITY: If any provision in this lease should be held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions of this lease shall not be affected thereby.
33. NOTICES: Any notice or document required or permitted to be delivered
hereunder may be delivered in person or shall be deemed to be delivered, whether
actually received or not, when deposited in the United States mail, postage
prepaid, registered or certified mail, return receipt requested, addressed to
the parties at the addresses indicated below, or at such other addresses as may
have theretofore been specified by written notice delivered in accordance
herewith.
LANDLORD: Christmas Joint Venture TENANT: Suburban Ostomy Supply Co.
16475 Dallas Parkway, Suite 500 75 October Hill Road
Dallas, Texas 75248 Holliston, Massachusetts
01746
PRINCIPAL REALTOR: Robert Lynn & Co.
2720 N. Stemmons Freeway, Suite 500
Dallas, Texas 75207
34. SPECIAL CONDITIONS:
See Exhibit B attached hereto and made a part hereof.
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Executed the _____ day of __________________________, 19____.
ATTEST:
______________________________ LANDLORD: Christmas Joint Venture
By ___________________________________
William E. Campbell, Jr.
Venture Manager
----------------------------------
Title
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ATTEST:
______________________________ TENANT: Suburban Ostomy Supply Co.
/s/ Herbert Grey
By _______________________________
Chairman
-------------------------------
Title
REALTORS
Robert Lynn & Co.
_______________________________________ --------------------------------
COOPERATING REALTOR* PRINCIPAL REALTOR, MEMBER OF THE
GREATER DALLAS BOARD OF
REALTORS, INC.
/s/ Bob Spletter
_______________________________________ ________________________________
By By Bob Spletter
*Note: If this Lease Agreement is negotiated by Principal Realtor in
cooperation with another Realtor, Landlord shall be liable for payment of all
commissions to Principal Realtor only, whereupon it shall be protected from any
claims from said Cooperating Realtor.
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EXHIBIT B
1. Throughout the term of this Lease, Landlord shall cause to be
maintained fire and extended coverage insurance upon the building and all other
improvements (exclusive of foundations and exterior paving) situated on the
demised premises for not less than full insurable value thereof. Tenant shall
promptly reimburse Landlord for the premium paid by Landlord to obtain such
insurance, up to a maximum reimbursement of $1,000 per year.
2. Throughout the term of this Lease, including any renewals or extensions
hereof, Tenant shall procure and maintain at Tenant's sole cost and expense a
policy or policies of insurance insuring both Landlord and Tenant against any
and all liability for injury to or death of any person or persons and for
damage to or destruction of property occasioned by or arising out of or in
connection with the use and occupancy of the demised premises or by the
condition of the demised premises, the limits of such policy or policies of
insurance to be in an amount of not less than $1,000,000 in respect of personal
injury or death in any one accident or disaster, and in an amount not less than
$250,000 in respect of property damaged or destroyed. Such policy or policies
of insurance shall be written by solvent insurance companies satisfactory to
Landlord duly licensed to transact business in the State of Texas and shall
provide for at least ten (10) days written notice to Landlord prior to
cancellation thereof. Tenant shall cause a certificate or certificates of the
insurance required to be maintained by Tenant to be delivered to Landlord and
certificates evidencing the renewals thereof shall be delivered at least thirty
(30) days prior to the expiration of the respective policy terms.
3. Landlord shall complete the refurbishing work described in paragraph 2
of this lease by July 1, 1994.
4. Tenant may, at its option, and at its sole cost and expense, in the
name of the Landlord if necessary, protest, appeal or institute such other
proceedings as it may consider appropriate to affect a reduction or abatement
of any real estate taxes assessed against the demised premises for which Tenant
is responsible under the terms of this lease, and Landlord shall cooperate with
Tenant in connection with any such contest. Prior to any such contest, Tenant
shall be required to furnish Landlord a bond for any contested taxes, and any
applicable penalties or interest. In the event a refund is obtained pursuant
to any contest conducted under the foregoing provisions, the tax refund, less
any costs or expenses of Landlord, shall be paid to Tenant to the extent to
which such refund is based on a payment made by Tenant.
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