Exhibit 10.15
RESTATED LEASE INDENTURE
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THIS RESTATED LEASE INDENTURE, effective as of the 30th day of
October, 1996, by and between FRANK CRISCITIELLO and ANNE CRISCITIELLO d/b/a
PLAZA REALTY PARTNERSHIP, a New Jersey general partnership with a principal
office 80 Market Street, Kenilworth, New Jersey 07033 (hereinafter called
"Lessor") and CHRISTIE PRODUCTS, INC., a Delaware corporation with a principal
place of business at 80 Market Street, Kenilworth, New Jersey 07033
(hereinafter called "Lessee").
W I T N E S S E T H:
WHEREAS, Lessor and Lessee previously entered into a Lease Indenture
of Premises located at 80 Market Street, Kennilworth, New Jersey, effective as
of October 1, 1996 providing for an initial term of one year, with Lessee
having the option to renew said Lease for two (2) additional consecutive
twelve-month renewal terms; and
WHEREAS, the parties desire to restate said Lease to change the
initial term and renewal terms.
NOW, THEREFORE, said Lease is hereby restated in its entirety as
follows:
1. PREMISES/ACCEPTANCE: Lessor, in consideration of the rents
hereinafter reserved and of the covenants, agreements and conditions
hereinafter contained, does hereby let unto Lessee, and Lessee does hereby hire
and take, those premises including all buildings and improvements located
thereon, located at 80 Market Street, Kenilworth, New Jersey, as more
particularly described in Exhibit A, attached hereto (hereinafter called the
"premises" or "demised premises"). Lessor represents that at the time of
execution of this Lease all mechanical systems located on the premises are in
good working order. Such systems shall include but are not
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Exhibit 10.15
necessarily limited to electricity, heating and plumbing systems, and lighting
systems. Lessee acknowledges that it has inspected the premises to its
satisfaction and accepts the same in there present condition "as is".
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2. TERM OF LEASE:
(a) INITIAL TERM. The initial term of this Lease is for thirty-six
(36) months, commencing as of the date of closing that certain Asset Purchase
Agreement between Christie Enterprises, Inc. and Lessee.
(b) RENEWAL TERM. Provided that (i) Lessee is not then in default with
respect to any of its obligations contained herein and (ii) Lessee is not then
in default of its obligations to make timely payments of rent, Lessee may renew
and extend the term of this Lease for two (2) additional consecutive twelve
(12) month renewal terms, by delivery of written notice to the Lessor not later
than ninety (90) days prior to the end of the then present term. All
obligations, covenants and conditions contained herein shall continue for the
said renewal term.
(c) DEFINITIONS. Except as otherwise provided herein, any reference in
this Lease to the "term of this Lease" or "Lease term" shall mean the initial
term and the renewal term, if any.
(d) LESSEE'S RIGHT TO TERMINATE. Notwithstanding the provisions of (a)
and (b) above, Lessee shall have the right to terminate this Lease during the
renewal term upon giving at least ninety (90) days advance written notice of
its intent to terminate as of a date certain to Lessor.
3. BASE RENT: During the initial and renewal term of this Lease, the
Lessee shall pay to the Lessor the annual base rent of ONE HUNDRED TWENTY
THOUSAND DOLLARS ($120,000.00) as follows:
(a) During the first six (6) months of the initial term, in equal
monthly installments of FIVE THOUSAND DOLLARS ($5,000.00) each, payable in
advance on the first day of each calendar month;
(b) During the next six (6) months of the initial term, in equal
monthly installments of
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FIFTEEN THOUSAND DOLLARS ($15,000.00) each, payable in advance on the first day
of each calendar month;
(c) During the remaining twenty-four (24) months of the initial term,
in equal monthly installments of TEN THOUSAND DOLLARS ($10,000.00) each,
payable in advance on the first day of each calendar month; and
(d) During each renewal term, if the option(s) to renew is(are)
exercised, the monthly base rent shall be TEN THOUSAND DOLLARS ($10,000.00).
4. SECURITY DEPOSIT: This Lease does not contain any provision for a
security deposit.
5. LATE CHARGES: In order to cover the extra expense involved in
handling delinquent payment, Lessee agrees to pay a "late charge" of five (5%)
percent of any installment of rent or additional rent which is paid more than
twenty (20) days after the same shall become due.
6. PUBLIC UTILITIES: The Lessee shall pay all charges for utility
services furnished, used or consumed in connection with the premises including
but not limited to heat, hot water, gas, fuel oil, water, electricity and
telephone.
7. USE: The Lessee shall use and occupy premises solely for the
purpose of operating any business permitted by local or state planning and
zoning regulations, ordinances or statutory and in connection therewith Lessee
shall procure at its expense all permits, licenses or other required
authorizations. Lessor makes no representation that the intended use by Lessee
is allowable by municipal, state or federal regulations.
The Lessee will comply with, and will cause its servants, agents,
business visitors, and invitees to comply with all laws, statutes, municipal
ordinances, rules and regulations of public
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Exhibit 10.15
authorities applicable to the use of the property and to the conduct of its
business thereon and will indemnify and save the Lessors harmless from all
loss, damage, fines, penalties, and costs for violations thereof or
non-compliance therewith.
8. ASSIGNMENT AND SUBLET: Lessee shall not sublet the premises in any
manner or otherwise assign, mortgage or encumber this Lease without the prior
written consent of the Lessor, which consent shall not be unreasonably
withheld; no such sublet, assignment, mortgage or encumbrance shall release
Lessee from the obligations to fully perform and fulfill Lessee's covenants
herein.
9. QUIET ENJOYMENT: The Lessor covenants and agrees that the Lessee,
upon paying the rent and all of the charges herein provided for, and observing
and keeping the covenants, agreements, and conditions of this Lease on its part
to be kept, shall lawfully and quietly hold, occupy and enjoy the property
during the term of this Lease without hindrance or molestation from anyone
claiming by, through, or under the Lessor, subject, however, to the matters
herein set forth.
10. SUBORDINATION: Notwithstanding any provision contained herein,
this Lease shall be subject and subordinate to the lien of any and all existing
or future mortgages affecting the premises or any future extensions,
modifications, renewals, replacements or amendments thereof and, to that
effect, the Lessee shall, upon request of the Lessor, execute and deliver in
appropriate form for recording on the land records a proper instrument
evidencing such subordination. The foreclosure of any mortgage referred to in
this paragraph shall not, by operation of law or otherwise, result in the
cancellation of this Lease or the obligations of the Lessee hereunder and
Lessee agrees to attorn to and recognize any purchaser of the mortgaged
premises in foreclosure (including the mortgagee) as Lessor hereunder in the
event that any of said parties shall succeed to Lessor's interest
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Exhibit 10.15
in the premises.
11. MAINTENANCE AND REPAIR:
(a) Lessee, at Lessee's expense, shall be responsible for the
performance of maintenance of all parking areas and sidewalks and the removal
of debris and litter of whatever kind and trash hauling or carting service to
the demised premises. The Lessee shall provide for sanding and removal of snow
and ice from all parking areas and all sidewalks and care and maintenance of
all lawn areas, shrubs and trees located on the premises. The Lessee shall keep
the premises in good condition and repair and shall, at Lessee's expense, make
all necessary repairs to the interior of the demised premises including
replacement of all damaged and/or broken glass and service of all electrical,
mechanical, plumbing, heating, air conditioning systems, and all other services
relating to the use of the premises.
(b) Lessor shall at its sole cost and expense keep and maintain in
good repair the exterior of all structures and buildings on the demised
premises, including but not limited to, the roof, walls, all exterior service
pipes and mains which service the demised premises and shall make all repairs
and replacements to the mechanical, plumbing, heating, air conditioning systems
servicing the premises.
12. ALTERATIONS/MECHANICS' LIENS: As of the effective date hereof,
Lessor represents and warrants that the demised premises are in compliance with
all applicable federal, state, and municipal statutes, regulations, and
ordinances.
The Lessee will make no interior or exterior alterations or additions
in or to the property unless it shall have first obtained the written consent
of the Lessor thereto. If any alterations or additions shall be made by the
Lessee, they will become and be the property of the Lessor and will
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Exhibit 10.15
be surrendered with the property at the termination of the Lease unless the
Lessor and the Lessee agree otherwise in writing; PROVIDED, HOWEVER, that any
movable partitions installed on the premises by the Lessee shall remain the
property of the Lessee and, unless the Lessor otherwise agrees, the Lessee will
remove such property at the termination of the Lease or surrender of the
property, and Lessee shall, at its sole expense, restore the premises to the
condition the premises were in prior to the installation of said partitions. If
because of any act or omission of Lessee, any construction lien is filed
against the premises, Lessee shall cause the same to be discharged within
thirty (30) days of the filing thereof and shall indemnify the Lessor from all
loss or liability with respect thereto.
13. INDEMNITY: The Lessee will save, hold and keep the Lessor safe,
harmless, and indemnified from and against any and all claims, demands,
actions, causes of action, penalties, judgments, court costs, reasonable
attorneys' fees, and liabilities of every kind and description for injury to
and death of persons and damage to and loss of property, whether owned by
Lessee or other persons, which are in any way caused by, arise from, or grow
out of the Lessee's use or occupancy of the property, or any act or omission of
the Lessee, its employees, agents, invitees, or licensees.
14. TAXES: Lessee shall be responsible for and pay, as additional
rent, when due, all taxes assessed by municipal, county or state authorities
against the land and buildings constituting the premises and shall promptly
discharge any lien for the same.
15. INSURANCE:
(a) PUBLIC LIABILITY. The Lessee, at Lessee's expense, shall maintain,
in full force and effect at all times during the term of this Lease, public
liability insurance with policy limits for personal injury or death of not less
than ONE MILLION DOLLARS ($1,000,000.00) per occurrence
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Exhibit 10.15
and ONE MILLION DOLLARS ($1,00,000.00) aggregate and shall indicate the Lessor
and/or any mortgagee as additional insureds as their respective interests may
appear.
(b) FIRE INSURANCE. The Lessee, at Lessee's expense, shall maintain,
in full force and effect at all times during the term of this Lease, fire and
extended coverage with an all risk endorsement, in an amount equal to the full
insurable replacement value of the buildings and improvements standing upon the
premises, but not in excess of ONE MILLION THREE HUNDRED THOUSAND DOLLARS
($1,300,000.00), with a demolition endorsement and said policies shall be made
payable to Lessor and/or any mortgagee of the premises as their respective
interests may appear or shall pay Lessor's cost thereof, as the parties may
agree.
(c) PROOF OF COVERAGE. The Lessee shall furnish to Lessor and any
mortgagee, if applicable, a certified copy of such insurance policies, or other
satisfactory proof of coverage, prior to the effective date hereof and timely
renewal certificates therefor. All policies shall provide by suitable
endorsement the following matters:
(i) that the contractual liability of the Lessee under this Paragraph
15, is covered thereby, and
(ii) that the insurance will not be canceled or substantially changed
except upon thirty (30) days prior notice to Lessor and/or
mortgagee.
16. INSPECTION: The Lessor, or its authorized agents, will have the
right to inspect the premises at any reasonable time and from time to time
including the right to exhibit the same to prospective purchasers of the
premises or future tenants of the premises. All such inspections shall be
conducted so as to not unreasonably interfere with the Lessee's normal
activities.
17. REPRESENTATIONS OF LESSEE: Lessee hereby represents and warrants
to the Lessor the following:
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Exhibit 10.15
(a) That it is a Delaware corporation and is duly authorized and
registered to conduct business within the States of Connecticut and New Jersey;
(b) The execution, delivery and performance of this Lease or any
agreement contemplated herein does not result in a breach of any term or
condition of any other contract, agreement or other obligation of the Lessee;
and
(c) The Lease is a valid and binding obligation of the Lessee in
accordance with its terms.
18. DEFAULT OF LESSEE:
(a) Upon the occurrence of any of the following events:
(i) if the installments of rent, or any of them, or any part
thereof shall not be paid promptly upon the date on which the
same become or became due and payable as herein provided, and
any such default shall continue for a period of twenty (20)
days, or
(ii) if default shall be made in the due observance or performance
of any of the other covenants and agreements herein contained
on the part of the Lessee to be kept, observed, and performed,
and any such default shall continue for a period of thirty (30)
days after written notice thereof has been given by the Lessor
to the Lessee, without the Lessee having initiated steps within
such period in good faith to cure the same and proceeding
thereafter with all due diligence to complete same, or
(iii) if the Lessee shall vacate or abandon the property in breach of
terms and conditions of this Lease, or
(iv) the failure of any representation or warranty of Lessee to be
true and accurate, the Lessor will have the option thereafter
to give the Lessee notice of the Lessor's intention to
terminate the right of the Lessee to occupy the property and to
re-enter the property on a date to be stated in such notice,
which date shall not be less than fifteen (15) days after the
giving of such notice, and on the date specified in said
notice, the right of the Lessee to occupy the property shall
end. The termination of the right of the Lessee to occupy the
property and any re-entry by the Lessor as a result of the same
shall not relieve the Lessee of its obligation to pay the rent
or to perform and observe all the terms and conditions of this
Lease to be performed and observed by the Lessee during the
term of this Lease or any renewals thereof.
(b) If the Lessee's right to occupy the property for any of the causes
aforesaid is
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Exhibit 10.15
terminated, the Lessor shall make every reasonable effort to re-let the
premises, and if the Lessor re-lets the property, the Lessee shall continue to
be and remain liable for the difference between the rent and other payments
which would have been payable by the Lessee during the balance of the term of
this Lease, as provided for herein if the Lessee had continued in possession,
and the net rent for the balance of said term realized by the Lessor upon
re-letting in good faith to other parties and for the best rent obtainable, and
the Lessee shall pay the amount of such difference to the Lessor. Such net rent
will be determined by deducting from the entire rent received or to be received
during the remainder of the Lease upon such re-letting, the expenses, if any,
incurred in good faith by the Lessor for necessary upkeep and repairs in
connection with the property and all expenses reasonably incurred in recovering
possession of the property, including all costs and commissions of such re-
letting and reasonable attorney's fees in connection with such terminating,
recovering, possession, and re-letting the property. If the Lessor re-lets the
property as authorized herein, such re-letting may be for such period of time,
even if beyond the term of this Lease, as the Lessors may find reasonably
necessary, and the Lessor may grant concessions to a Lessee in such re-letting
as may be reasonable and necessary, provided the same shall be granted in good
faith.
19. SURRENDER OF PREMISES/WAIVER OF NOTICE TO QUIT: Whenever the
Lessee's right to occupy the property terminates, whether by expiration of the
term of this Lease or otherwise, the Lessee shall peaceably quit and surrender
possession of the property and deliver up the same to Lessor in broom clean
condition, and if the Lessee does not so quit and surrender possession, the
Lessor may lawfully re-enter and repossess the property, either by summary
proceedings or otherwise, and may dispossess and remove the Lessee and its
effects therefrom without incurring any liability therefrom and may have and
possess the property as of their former
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Exhibit 10.15
estate, and without such re-entry, may recover possession thereof in the manner
prescribed by the statute relating to summary process; and no demand for rent
and no re-entry for condition broken, as at common law, will be necessary to
enable the Lessor to recover such possession pursuant to said statute, and all
right to any such demand or re-entry is hereby expressly waived by the Lessee.
20. CONDEMNATION: If any person or corporation, public or private, or
any competent authority shall, at any time during the term hereof, lawfully
condemn and acquire title to the demised premises or take the use and
occupation of the demised premises by virtue of eminent domain or by
condemnation proceedings in pursuance of any law, general, special, or
otherwise, then such condemnation and acquiring of title shall terminate this
Lease, and such termination shall take effect as of the date when the party in
whose behalf such condemnation proceedings were brought shall be entitled to
take possession of the property.
In the event of a total or partial taking, neither party hereto shall
have any claims against the other for loss or damage resulting from such
taking, it is agreed that the Lessor shall be entitled to collect from the
condemnor the entire award that may be made in any such proceeding.
Notwithstanding the foregoing, the Lessee shall be entitled to any condemnation
award specifically made to compensate the Lessee for its moving expense, loss
of business, or relocation expenses caused by condemnation.
21. SIGNS: The Lessee shall have the right, subject to the written
permission of the Lessor, to install and maintain, replace, and relocate such
signs or lighting effects and fixtures as are or may be from time to time
commonly used or adopted by the Lessee; said permission will not be
unreasonably withheld. Lessee covenants and agrees to conform in every way with
the laws, ordinances, rules and regulations of the municipality, county and
state where the premises are
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located, or any department of either, and to save the Lessor free and harmless
of any fine, penalties, or costs for any violation or noncompliance with the
same so far as Lessee's use of the leased premises is concerned.
Lessor may post signs indicating that the premises are "for sale" and
during the final three (3) months of the term hereof the Lessor may also post
and maintain without hindrance, signs or notices indicating that the premises
are "for rent". PROVIDED, HOWEVER that no such signs placed by the Lessor shall
unreasonably interfere with the use of the premises by Lessee.
22. INTERRUPTION OF USE: In the event of damage to or destruction of
the demised premises by fire or other casualty, rent shall abate during the
period that the premises are not usable for the business of the Lessee, and the
Lessor agrees to use reasonable best efforts to repair and restore the premises
within a reasonable period of time.
If at any time during the lease term, the demised premises are
destroyed or damaged by fire, or other casualty, to the extent of fifty (50%)
percent or more of the then value of the buildings or other improvements, or
damaged to the extent that the said premises cannot be repaired within one
hundred twenty (120) days of the date of occurrence, then either party may
terminate this Lease as of the date of such damage or destruction by giving
notice to the other party within thirty (30) days thereafter of its election to
do so.
23. NOTICES: Any notice from one party to another hereunder, shall be
in writing and shall be deemed to have been duly given if sent by United States
certified or registered mail addressed:
To Lessor at: 1080 Prospect Avenue
Mountainside, New Jersey 07092
To Lessee at: 80 Market Street
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Kenilworth, New Jersey 07033
24. BANKRUPTCY: If the Lessee, or its successors or assigns, at any
time during the term of this Lease or any extension or renewal thereof, shall
be declared insolvent or adjudicated a bankrupt, or in the event a receiver
shall be appointed for its business or its assets on account of insolvency, or
if they shall make an assignment for the benefit of its creditors and the
Lessee is not actively contesting or appealing said declaration, or
appointment, then the Lessor shall have the right, at its election, then or at
any time thereafter while such default or defaults shall continue, without
further demand or notice, to enter into and upon said premises and repossess
the same as of its former estate, and upon entry as herein stated, this Lease
shall, at the option of the Lessor, terminate. In the event of termination of
this Lease as in this Paragraph provided, the Lessor's right to repossess the
demised premises shall be either without process of law or through any form of
suit proceeding, and in addition, the Lessor shall have the right to sue for
and recover all rents and other sums accrued and unpaid up to the time of such
termination, including damages and costs, including attorney's fees, arising
out of any breach of this Lease on the part of the Lessee.
25. CONVEYANCE: The term "Lessor", as used herein, shall mean only the
owner in fee for the time being of the premises, so that, in the event of any
sale, transfer or conveyance of the premises, the named Lessor shall be and
hereby is entirely freed and relieved of all covenants and obligations of
Lessor hereunder, and Lessee agrees that in the event of any such sale,
transfer or conveyance of the premises, Lessee shall attorn to and recognize
such Purchaser as a successor Lessor hereunder.
26. TIME IS OF THE ESSENCE: Lessee agrees that TIME IS OF THE ESSENCE
with respect to the punctuality of performance of its covenants, agreements and
obligations
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hereunder.
27. AGREEMENT TO EXECUTE ADDITIONAL INSTRUMENTS: The parties agree to
execute and deliver any instruments in writing necessary to carry out any
agreement, term, condition or assurance in this Lease whenever occasion shall
arise and request for such instrument shall be made.
28. ADDITIONAL REMEDIES: All rights and remedies given to Lessor
herein are distinct and separate and no one of them shall be deemed to be in
exclusion of any other remedy provided herein or in law or equity provided.
29. WAIVER NOT FORBEARANCE: A waiver by the Lessor of the enforcement
of any of its rights hereunder shall not be construed as a continuing waiver or
as a waiver of any other right. The receipt of rent by Lessor, with the
knowledge of any breach of this Lease by Lessee or of any default on the part
of Lessee in the observance or performance of any of the terms covenants or
conditions of this Lease, shall not be deemed to be a waiver of any provision
of Lease.
30. LEGAL COUNSEL: In the event that either party hereto is required
to engage legal counsel in order to enforce its rights herein, then the
prevailing party shall be entitled to recover all reasonable attorneys fees and
other reasonable expenses incurred by such prevailing party.
31. BROKERS: Lessor and Lessee each represent that no broker, agent or
other person is entitled to any brokerage fee or commission as a result of this
transaction, of the execution or performance of this Lease Indenture or of
delivery to Lessee the possession and occupancy of the premises as provided
herein. The parties hereto agree to save and hold harmless for any loss,
liability, damage or expense, including attorneys' fees, from any claim made
for a brokerage fee or commission arising from a misrepresentation under this
Paragraph 31.
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32. PLEDGE OR ASSIGNMENT OF LEASE BY LESSOR: No provision of this
Lease shall be construed as prohibiting the Lessor from executing an assignment
or pledge of its rights hereunder as collateral security for a loan or other
advance.
33. SCOPE OF AGREEMENT: This Lease contains all of the representations
and agreements between the parties hereto with respect to the property and
supersedes any and all previous or other arrangements or undertakings, verbal,
or in writing, regarding the same.
34. MODIFICATIONS: No modification of any of the provisions of this
Lease shall be effective unless the same be in writing and signed by the Lessor
and the Lessee.
35. HEADINGS: The Paragraph headings inserted herein are for
convenience and reference and are not intended, and shall not be construed, to
define or limit or in any manner affect the scope or meaning of any Paragraph
or provision of this Lease, and such headings shall not be considered in any
construction of this Lease.
36. SUCCESSION: This Lease shall be binding upon and shall inure to
the benefit of the heirs, legal representatives, successors, and assigns of the
parties hereto.
37. GOVERNING LAW: This Lease shall be governed and construed in
accordance with the applicable laws of the State of Connecticut.
38. PARTIAL INVALIDITY: If any term or provision of this Lease or the
application thereof to any person or circumstances shall, to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to
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person or circumstances other than those or to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and be enforced to the fullest extent permitted by
Law.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, the day and year above written. LESSOR: PLAZA REALTY PARTNERSHIP
By /s/ Frank Criscitello
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Frank Criscitiello
A Partner, Duly Authorized
LESSEE: CHRISTIE PRODUCTS, INC.
By /s/ Patrick A. DePaolo, Sr.
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Patrick A. DePaolo, Sr.
Its President, Duly Authorized
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