Exhibit 10(c)
LEASE FOR BRANCH OFFICE LOCATED AT 3750 LANCASTER AVENUE
AGREEMENT RELATING TO ASSIGNMENT, ASSUMPTION
AND AMENDMENT OF LEASE
THIS AGREEMENT RELATING TO ASSIGNMENT, ASSUMPTION AN AMENDMENT of LEASE
(this "Agreement") is made and entered into as of the 22nd day of July, 1996, by
and among MIDLANTIC BANK, N.A., a national banking association, successor by
merger to Continental Bank and Trust Company ("Assignor"); UNITED BANK OF
PHILADELPHIA ("Assignee"); and MAURICE HERTZFELD AND IRWIN HOROWITZ
(collectively, the "Landlord").
I. BACKGROUND.
A. Reference is hereby made to that certain Agreement of Lease dated March
21, 1968, between Landlord and Assignor, for the "premises" described therein
and located at 3750 Lancaster Avenue, Philadelphia, Pennsylvania (the
"Premises").
B. Assignor desires to assign the Lease and all of its rights and
obligations thereunder to Assignee, and Assignee desires to receive the
assignment of the Lease from Assignor, and to assume all of the rights and
obligations of Assignee under the Lease, all as more particularly set forth
hereinbelow.
C. Landlord desires to consent to the assignment of the Lease in accordance
with the titans of this Agreement.
D. In connection with the assignment of the Lease, Landlord and Assignee
desire to amend the Lease in certain respects, as more particularly set forth
herein.
II. AGREEMENT.
Now, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, Assignor, Assignee and Landlord agree, effective as of July 22, 1996
(the "Effective Date"), as follows:
B. Assumption. In consideration of the foregoing assignment, Assignee
hereby covenants and agrees to perform all of the agreements, covenants and
conditions in the Lease which are to be performed and observed on the part of
Assignor as lessee thereunder, including, without limitation, the payment of all
rent and other sums which become due on or after the Effective Date according to
the terms of the Lease.
C. Landlord's Consent. Landlord hereby consents to the foregoing assignment
of the Lease and agrees to accept Assignee as the lessee under the Lease as
amended hereby.
D. Assignor's Continuing Obligations. Notwithstanding the assignment of the
Lease, Assignor shall remain secondarily liable for the performance by Assignee
of the obligations of the lessee under the Lease as amended hereby, provided,
however, that Landlord shall first seek performance of such obligations from
Assignee. Assignor's liability pursuant to the immediately preceding sentence
shall be limited to the terms of the Lease as amended by this Agreement, and in
no event shall Assignor's liability hereunder be increased as a result of
modifications to the Lease entered into without Assignor's consent. Assignor
shall be released from any and all obligations under the Lease on March 31, 1999
without the requirement for the execution of any additional instruments and
notwithstanding any extension of the Lease.
E. Notice of Default: Cure Rights. In the event Assignee defaults in the
performance of its obligations under the Lease (including, without limitation,
the payment of monthly base rent or other amounts due) during the period between
the Effective Date and March 31, 1999, Landlord may not exercise any of its
remedies under the Lease unless (i) Landlord notifies Assignor in accordance
with the notice provisions set forth hereinbelow of such default and (ii)
Assignor fails to cure such default within thirty (30) days after receiving such
notice.
F. Regarding Certain Repairs. Assignee acknowledges that Assignor has
repaired the roof, replaced ceiling tiles and replaced fluorescent light bulbs
in the building on the Premises. Assignor shall be responsible for said repairs,
and for any damage resulting from the failure of said repairs, for a period of
ninety (90) days from the date hereof, provided that Assignee notifies Assignor
of any such failure or damage within said ninety (90) day period. After such
ninety (90) day period, Assignor shall have no further responsibility for said
repairs. Assignor agrees to cause the repair of the outside retaining wall on
the Premises within a reasonable time after the date of this Agreement.
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G. Amendment to Lease. The Lease is hereby amended as follows:
1. Paragraph 1 of the Lease is hereby amended by deleting the following
sentence: "TOGETHER with the building and improvements to be constructed
thereon.", and inserting in lieu thereof the following:
"TOGETHER with the building constructed thereon containing approximately
3,000 square feet of space, and the other improvements constructed
thereon."
2. Paragraph 2 of the Lease is hereby deleted in its entirety.
3. Paragraph 3 of the Lease is hereby deleted in its entirety.
4. Notwithstanding anything contained in paragraph 4 of the Lease to the
contrary, the term of the Lease shall expire on July 31, 2006.
5. Notwithstanding anything containers in Paragraph 5 of the Lease to the
contrary, minimum monthly rent for the Premises for the period commencing on the
Effective Date through and including March 31, 1999 shall be $1,891.50 per
month; and minimum monthly rent for the Premises for the period commencing April
1, 1999 through and including July 31, 2006, shall be as follows:
Time Period Minimum Monthly Rent
----------- --------------------
4/01/99 - 3/31/00 $2,500.00
4/01/00 - 3/31/01 2,625.00
4/01/01 - 3/31/02 2,750.00
4/01/02 - 3/31/03 2,875.00
4/01/03 - 3/31/04 3,000.00
4/01/04 - 3/31/05 3,000.00, increased by a factor that is the increase
(if any) in CPI from April of 1999 through March of 2004
4/01/05 - 7/31/06 The minimum monthly rent in effect for the, period from
increased by a factor that is the increase (if any)
in CPI from April of 2004 through March of 2005.
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For the purposes of this Paragraph 5, the Term "CPI" shall mean the Consumer
Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items
(1982-1984 = 100), as compiled and published by the Bureau of Labor Statistics,
United States Department of Labor. If this index shall cease to be published,
then a successor index or the most nearly comparable index shall be used.
6. Paragraph 21 of the Lease is hereby deleted in its entirety, and the
following is inserted in lieu thereof:
"21. Lessee's Option to Extend. If Lessee is not in default hereunder,
Lessee will have the right to extend the Lease for one five (5) year term
commencing on August 1, 2006, and terminating on July 31, 2011, by giving
written notice, not later than April 30, 2006, of Lessee's intention to
extend the term. Lessee will have no further option to extend the term of
this Lease. Said extension term will be on all of the terms and conditions
of this Lease, except for minimum monthly rent, which shall, for each month
of each year of said extended term, equal the minimum monthly rent in
effect during the period front April, 2005 to July 31, 2006 increased by a
factor that is the increase in CPI from April of 2005 to July of 2006. For
the purposes of this Paragraph 21, the term "CPI" shall mean the Consumer
Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items
(1982 - 1984 = 100), as compiled and published by the Bureau of Labor
Statistics, United States Department of Labor. If this index shall cease to
be published, then a successor index or the most nearly comparable index
shall be used."
7. Paragraph 22 of the Lease is hereby deleted in its entirety, and the
following is inserted in lieu thereof:
"22. Notices. Whenever, by the terms of this Lease, any notice, consent, or
other communication relating to this Lease shall or may be given, such
notice shall be given in writing and shall be delivered (i) by registered
or certified mail, return receipt requested, postage pre-paid, (ii)
overnight express mail such as "Federal Express," postage pre-paid, or
(iii) by hand delivery with receipt acknowledged, addressed as follows:
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If to Lessee:
United Bank of Philadelphia
714 Market Street
Philadelphia, Pennsylvania 19106
Attn: Emma Chappell, CEO
If to Lessor:
Maurice Hertzfeld
c/o Hertzfeld Associates, Inc.
730 East Railroad Avenue
Suite 200
Bryn Mawr, Pennsylvania 19010
, or to such other address as such parties shall designate to the other
parties in writing."
Except as otherwise amended hereby, the Lease shall continue unmodified and
in full force and effect.
H. Notice of Assignment: Amendment to Memorandum of Lease. Assignor,
Assignee and Landlord agree to execute and record an amendment to the Memorandum
of Lease between Assignor and Landlord which is on record with the Recorder of
Deeds Office of Philadelphia, which amendment shall reflect the assignment of
the Lease to Assignee.
I. Indemnification. Assignee shall indemnify Assignor and hold Assignor
harmless from and against any loss, claim, judgment, action, penalty or
liability, of any kind or nature, resulting from (i) Assignee's failure to
comply with the terms and conditions of the Lease as amended hereby from and
after the Effective Date, (ii) Assignee's failure to comply with applicable laws
with respect to the Premises from and, after the Effective Date and (iii)
Assignee's possession of the Premises from and after the Effective Date.
J. Miscellaneous.
1. Notices. Whenever, by the terms of this Agreement, any notice, consent,
or other communication relating to this Agreement shall or may be given, such
notice shall be given in writing and shall be delivered (i) by registered or
certified mail, return receipt requested, postage pre-paid, (ii) overnight
express mail such as "Federal Express", postage pre-paid, or (iii) by hand
delivery with receipt acknowledged, addressed as follows:
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If to Assignor:
PNC Realty Holding Corp.
P1-POPP - 18-1
One PNC Plaza - 18th Floor
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Attn: F.R. Walters
with a copy to:
Trammell Crow Company
111 South Wood Avenue
Suite 201
Iselin, NJ 08830
If to Assignee:
United Bank of Philadelphia
714 Market Street
Philadelphia, Pennsylvania 19106
Attn: Emma Chappell, CEO
If to Landlord:
Maurice Hertzfeld
c/o Hertzfeld Associates, Inc.
730 East Railroad Avenue
Suite 200
Bryn Mawr, Pennsylvania 19010
, or to such other address as such parties shall designate to the other
parties in writing.
2. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to its choice of law principles.
3. Brokers. Each party hereby represents and warrants to the others that it
has not had any contact with any broker in connection with the transactions
contemplated by this Agreement other than Trammell Crow N.E., Inc., and each
party agrees to indemnify and hold the other parties harmless if such warranty
and representation is untrue. Assignor
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shall be responsible for any commission due to Trammell Crow N.E., Inc. in
connection with this transaction.
4. Counterrparts. This Agreement may be executed in counterparts and all
counterparts together shall constitute a single agreement.
5. Successors and Assigns. This Agreement shall inure to the benefit of,
and bind, the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
the day and year first set forth above.
ASSIGNOR:
Midlantic Bank, N.A.
By: _____________________________
F. R. Walters, Vice President
ASSIGNEE:
United Bank of Philadelphia
By: __________________________________
Emma Chappell, Chairperson and CEO
LANDLORD:
- --------------------------
Maurice Hertzfeld
- --------------------------
Irwin Horowitz
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