<PAGE>
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------- ----------------
Commission file number 0-26086
YARDVILLE NATIONAL BANCORP
--------------------------
(Exact Name of Registrant as specified in its Charter)
New Jersey 22-2670267
---------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3111 Quakerbridge Road, Trenton, New Jersey 08619
------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(609) 585-5100
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by checkmark whether the issuer: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2)has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by checkmark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K[ ]
Aggregate market value of voting stock held by non-affiliates (computed by
using the average of the closing bid and asked prices on March 18, 1999, in the
NASDAQ National Market System: $52,881,716
Number of shares of common stock, no par value, outstanding as of March 18,
1999: 5,195,473
(Continued)
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Part of Form 10-K into
DOCUMENT which Document is Incorporated
- -------- ------------------------------
Annual Report to Stockholders for fiscal
year ended December 31, 1998 II
Definitive proxy statement for the 1999
Annual Meeting of Stockholders to be held on
April 27, 1999 III
<PAGE>
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has caused this amendment to annual report
to be signed on its behalf by the undersigned thereunto duly authorized on April
20, 1999.
YARDVILLE NATIONAL BANCORP
By: /s/ Patrick M. Ryan
----------------------------------
Patrick M. Ryan, President and
Chief Executive Officer
Signatures Title
---------- -----
/s/ Jay G. Destribats
- ----------------------------- Chairman of the Board
Jay G. Destribats and Director
/s/ Patrick M. Ryan
- ------------------------------ Director, President and
Patrick M. Ryan Chief Executive Officer
/s/ Stephen F. Carman
- ------------------------------ Treasurer, Secretary,
Stephen F. Carman Principal Financial Officer
and Principal Accounting Officer
/s/ C. West Ayres
- ----------------------------- Director
C. West Ayres
/s/ Elbert G. Basolis, Jr.
- ----------------------------- Director
Elbert G. Basolis, Jr.
/s/ Lorraine Buklad
- ---------------------------- Director
Lorraine Buklad
/s/ Anthony M. Giampetro
- ----------------------------- Director
Anthony M. Giampetro
<PAGE>
Signatures Title
---------- -----
/s/ Sidney L. Hofing
- ----------------------------- Director
Sidney L. Hofing
/s/ James J. Kelly
- ----------------------------- Director
James J. Kelly
/s/ Gilbert W. Lugossy
- ----------------------------- Director
Gilbert W. Lugossy
/s/ Louis R. Matlack
- ----------------------------- Director
Louis R. Matlack
/s/ Weldon J. McDaniel, Jr.
- ----------------------------- Director
Weldon J. McDaniel, Jr.
/s/ F. Kevin Tylus
- ----------------------------- Director
F. Kevin Tylus
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(H) 3.1 Restated Certificate of Incorporation of the Company, as amended by the Certificate of
Amendment thereto filed on March 6, 1998.
(B) 3.2 By-Laws of the Company
(B) 4.1 Specimen Share of Common Stock
(I) 4.2 See Exhibits 3.1 and 3.2 for the Registrant's Certificate of Incorporation and By-Laws, which
contain provisions defining the rights of stockholders of the Registrant.
(I) 4.3 Amended and Restated Trust Agreement dated October 16, 1997, among the Registrant, as
depositor, Wilmington Trust Company, as property trustee, and the Administrative Trustees of
Yardville Capital Trust.
(I) 4.4 Indenture dated October 16, 1997, between the Registrant and Wilmington Trust Company, as
trustee, relating to the Registrant's 9.25% Subordinated Debentures due 2027.
(I) 4.5 Preferred Securities Guarantee Agreement dated as of October 16, 1997, between the Registrant
and Wilmington Trust Company, as trustee, relating to the Preferred Securities of Yardville
Capital Trust.
10.1 Employment Contract between Registrant and Patrick M. Ryan.
10.2 Employment Contract between Registrant and Jay G. Destribats
10.3 Employment Contract between Registrant and Stephen F. Carman
10.4 Employment Contract between Registrant and James F. Doran
10.5 Employment Contract between Registrant and Richard A. Kauffman
10.6 Employment Contract between Registrant and Mary C. O'Donnell
</TABLE>
<PAGE>
INDEX TO EXHIBITS (continued)
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
10.7 Employment Contract between Registrant and Frank Durand III
(D) 10.8 Salary Continuation Plan for the Benefit of Patrick M. Ryan
(D) 10.9 Salary Continuation Plan for the Benefit of Jay G. Destribats
(E) 10.10 1988 Stock Option Plan
10.11 Employment contract between Registrant and Thomas L. Nash
(A) 10.12 Directors' Deferred Compensation Plan
(B) 10.13 Lease Agreement between Jim Cramer and the Bank dated November 3, 1993
10.14 Lease Agreement between Carduner's Property Partnership and the Bank
dated
(A) 10.15 Agreement between the Lalor Urban Renewal Limited Partnership and the Bank dated October,
1994
(C) 10.16 Survivor Income Plan for the Benefit of Stephen F. Carman
(C) 10.17 Lease Agreement between Devon Inc. and the Bank dated as of February 9, 1996
(F) 10.18 1997 Stock Option Plan
10.19 Employment contract between Registrant and Howard N. Hall
10.20 Employment contract between Registrant and Sarah J. Strout
10.21 Employment contract between Registrant and Nina D. Melker
</TABLE>
<PAGE>
INDEX TO EXHIBITS (continued)
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
10.22 Employment contract between Registrant and Timothy J. Losch
(G) 10.23 Survivor Income Plan for the Benefit of Timothy J. Losch
(G) 10.24 Lease agreement between the Ibis Group and the Bank dated July 1997
(H) 10.25 Lease agreement between Hilton Realty Co. of Princeton and the bank dated March 31, 1998.
(H) 10.26 1994 Stock Option Plan.
(J) 10.27 Lease agreement between Crestwood Construction and the Bank dated May 25, 1998
(J) 10.28 Lease Addendum between Carduners Property Partnership and the Bank
(K) 10.29 Yardville National Bank Employee Stock Ownership Plan
10.30 Lease agreement between Sycamore Street Associates and the Bank dated October 30, 1998
13.1 1998 Annual Report to Stockholders
21 List of Subsidiaries of the Registrant
23.1 Consent of KPMG, LLP
27.1 Financial Data Schedule
(A) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB/A filed on July
25, 1995
(B) Incorporated by reference to the Registrant's Registration Statement on Form SB-2
(Registration No. 33-78050)
</TABLE>
<PAGE>
EXHIBIT 10.14
SUMMARY OF BASIC LEASE PROVISIONS
DATE OF LEASE: April 1, 1998
LANDLORD: Carduners Property Partnership
ADDRESS OF LANDLORD: c/o Carduner's Liquor Store
Carduner Shopping Center
Routes 130 and 571
East Windsor, New Jersey 08520
TENANT: Yardville National Bank
ADDRESS OF TENANT: 3111 Quakerbridge Road
Mercerville, New Jersey 08619
DEMISED PREMISES: SEE ARTICLE 1 OF LEASE
LEASE TERM: Six Years 7 months
RENT COMMENCEMENT DATE: April 1, 1998
LEASE EXPIRATION DATE: October 31, 2004
MINIMUM RENT TO BE PAID DURING LEASE TERM:
Annual Monthly
April 1, 1998 - October 31, 1999 $39,262.48 (19 mos) $4,907.81
November 1, 1999 - October 31, 2000 $65,000.00 $5,416.66
November 1, 2000 - October 31, 2001 $65,000.00 $5,416.66
November 1, 2001 - October 31, 2002 $65,000.00 $5,416.66
November 1, 2002 - October 31, 2003 $65,000.00 $5,416.66
November 1, 2003 - October 31, 2004 $65,000.00 $5,416.66
PERMITTED USE: Bank offices and drive through (provided Tenant obtains and
maintains all required permits and authorizations and operates in accordance
with all laws, rules, ordinances and regulations) and no other use.
TOTAL LEASED AREA OF DEMISED PREMISES: Approx. 3,275 square feet
<PAGE>
SECURITY DEPOSIT: None
RENEWAL OPTION: Two (2) options to renew for five (5) years each.
RENT IN THE FIRST RENEWAL TERM:
Annual Monthly
November 1, 2004 - October 31, 2005 $66,300.00 $5,525.00
November 1, 2005 - October 31, 2006 $67,626.00 $5,635.50
November 1, 2006 - October 31, 2007 $68,978.52 $5,748.21
November 1, 2007 - October 31, 2008 $70,358.09 $5,863.17
November 1, 2008 - October 31, 2009 $71,765.25 $5,980.43
RENT IN THE SECOND RENEWAL TERM:
Annual Monthly
November 1, 2009 - October 31, 2010 $73,918.20 $6,159.85
November 1, 2010 - October 31, 2011 $76,135.75 $6,344.65
November 1, 2011 - October 31, 2012 $78,419.82 $6,534.98
November 1, 2012 - October 31, 2013 $80,772.41 $6,731.03
November 1, 2013 - October 31, 2014 $83,195.59 $6,932.96
BROKER(S): NONE
COMMISSION: NONE
<PAGE>
LEASE
This Lease ("Lease") dated the date shown on the Summary of Basic Lease
Provisions, by and between the landlord named on the Summary of Basic Lease
Provisions ("Landlord") and the tenant named on the Summary of Basic Lease
Provisions ("Tenant").
WITNESSETH
ARTICLE 1 - DEMISED PREMISES
1.1 That in consideration of the rents and covenants herein set forth,
Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord a
portion of the real estate designated on the tax map of East Windsor
Township as lot 15 and block 6 consisting of the existing building known
as 18 Princeton Hightstown Road, East Windsor, New Jersey, together with
the right to use the drive way and existing parking area as identified on
Exhibit A hereto.
ARTICLE 2 - TERM
2.1 The term of this Lease shall be as set forth on the Summary of Basic
Lease Provisions, and shall include any renewals and extensions of the
Lease ("Lease Term").
ARTICLE 3 - IMPROVEMENTS AND ALTERATIONS
3.1 Tenant shall not, without the prior written consent of Landlord make any
alterations or improvements to the Demised Premises.
ARTICLE 4 - RENT
4.1 Landlord reserves and Tenant covenants to pay to Landlord without demand,
set-off, deduction or abatement at Landlord's address as set forth above,
or at such other place as may hereafter be designated in writing by
Landlord, on the days and in the manner herein prescribed for the payment
thereof guaranteed minimum monthly rent and additional rent for the
Demised Premises as set forth in this Article 4.
4.2 During the term of this Lease, Tenant covenants to pay the total minimum
annual rent ("Minimum Annual Rent") and the minimum monthly rent
("Minimum Monthly Rent") as set forth on the Summary of Basic Lease
Provisions and in the manner prescribed herein. Tenant covenants to pay
Minimum Annual Rent in equal monthly installments. The Minimum Monthly
Rent shall be due and payable on the first day of each month throughout
the term
2
<PAGE>
of this Lease, commencing on the Rent Commencement Date set forth on the
Summary of Lease Provisions. In the event that the Rent Commencement Date
is a not the first day of a month, Minimum Monthly Rent for the first
month of the Lease Term shall be appropriately prorated.
4.4 In addition to the Minimum Annual Rent and the Minimum Monthly Rent
stipulated herein, Tenant covenants and agrees to pay to Landlord as
additional rent (hereinafter "Additional Rent"), all other sums and
charges which are, pursuant to the terms of this Lease, to be paid by the
Tenant. Except as otherwise specifically provided in this Lease,
Additional Rent shall be due and payable with the next monthly Minimum
Monthly Rent payment after the Additional Rent becomes due. It being the
understanding of the parties hereto that this Lease is to be triple net
for the benefit of the Landlord.
4.5 The term "Lease Year" means each twelve (12) month period during the
Lease Term with the first Lease Year being the period beginning on the
date when the first monthly installment of Minimum Monthly Rent is to be
paid in advance and ending at the conclusion of that twelve (12) month
period.
4.6 In the event Tenant shall fail to pay Minimum Monthly Rent and/or
Additional Rent when due, then in addition to the Landlord's rights as
contained in Article 20 hereof, interest shall accrue thereon at the rate
of ten percent (10%) per annum from the day after the due date to the
date of full payment.
4.7 Minimum Monthly Rent and Minimum Annual Rent shall be due and payable by
Tenant without any setoff, deduction or abatement.
ARTICLE 5 - USE OF PREMISES
5.1 Tenant covenants and agrees to continuously use and occupy the entire
Demised Premises solely for the use set forth on the Summary of Basic
Lease Provisions in compliance with all applicable laws, ordinances,
requirements and regulations of any governmental authority having
jurisdiction and for no other use. Tenant shall not change the
aforementioned use without the prior written consent of Landlord, which
consent may be withheld by Landlord in its reasonable discretion.
5.2 Tenant acknowledges that there are federal, state and local laws,
regulations and guidelines, and that additional laws, regulations and
guidelines may hereafter be enacted relating to or affecting Tenant's use
of the Demised Premises and concerning the impact on the environment,
construction, land use, the maintenance and operation of structures, and
the conduct of business. Tenant will not cause or permit to be caused,
any act or practice, by negligence, omission or otherwise, that would
violate any laws, regulations or guidelines environmental or otherwise.
Any violation of this covenant shall be an event of default pursuant to
Article 20 hereof. Tenant shall have no claim against Landlord by reason
of any change to the Demised Premises required pursuant to any laws,
regulations and guidelines.
3
<PAGE>
5.3 Tenant shall not place any obstructions, refuse or debris of any kind
which tend to obstruct the sidewalk, hallway or stairway areas in or
around the Demised Premises. Tenant shall keep the Demised Premises in
neat and clean condition, and, if necessary, hire janitorial services to
this end. Tenant shall cause all garbage, recycling and refuse to be
removed from the Demised Premises and placed in receptacles designated by
the Landlord, at Tenant's expense.
5.4 Tenant shall not suffer or permit the Demised Premises, or any part
thereof, to be used in any manner Which would in any way:
(i) violate any of the provisions of any grant, lease or mortgage to
which this Lease is or may become subordinate provided that any
such provision is not inconsistent with the rights acquired by
Tenant under this Lease;
(ii) violate any laws or requirements of public authorities;
(iii) make void or voidable any fire liability insurance policy then in
force with respect to the Demised Premises;
(iv) increase the costs of or make unobtainable or extraordinarily
difficult to obtain from reputable insurance companies authorized
to do business in New Jersey at standard rates any fire insurance
with extended coverage, or liability, elevator or boiler or other
insurance which may be purchased or maintained by Landlord;
(v) cause physical damage to the Demised Premises or any part thereof,
or constitute a nuisance therein;
(vi) impair the appearance of the Demised Premises;
(vii) discharge objectionable fumes, vapors or odors; or
(viii) impair or interfere with any of the Demised Premises' services or
the proper and economic cleaning, heating, air conditioning,
ventilating or other servicing of the Demised Premises or impair
or interfere with the use of the Demised Premises by, or occasion
discomfort, annoyance or inconvenience to Landlord or any of the
other tenants of the Landlord or Landlord's related companies. The
provisions of this Section 5.4 and the application thereof, shall
not be deemed to be limited in any way to or by the provisions of
any of the articles of this Lease as may herein be expressly
otherwise provided.
5.5 If any license, approval or permit, governmental or otherwise, including
a Certificate of Occupancy or approval of the Board of Health, shall be
required for the proper and lawful conduct of Tenant's business in the
Demised Premises, or any part thereof, then Tenant, at its expense, shall
duly procure, provide Landlord with copies of and thereafter maintain
such license, approval or permit and Tenant shall at all times comply
with the terms and conditions of each such license, approval or permit.
4
<PAGE>
ARTICLE 6 - ADDITIONAL RENTS: OPERATION AND MAINTENANCE COSTS, UTILITIES,
REAL ESTATE TAXES
6.1 If requested by Landlord, Tenant shall provide for and pay as Additional
Rent all of the Operation and Maintenance Costs, Utilities Costs and
Expenses and Real Estate Taxes of the Demised Premises as such terms are
defined herein. Otherwise, Tenant shall provide for and pay all of the
Operation and Maintenance Costs, Utilities Costs and Expenses and Real
Estate Taxes of the Demised Premises directly.
6.2 The Operation and Maintenance Costs shall include all costs and expenses
relating to the operation, maintenance, repair, replacement and ownership
of the Demised Premises, including, but not limited to, the cost and
expense of the following items:
(a) All reasonable wages, salaries and fees of all employees and
agents for time actually devoted to the repair, replacement,
maintenance and security of the Demised Premises, including taxes,
insurance and all other employee benefits relating thereto;
(b) All supplies and materials used in the management, operation,
repair, replacement, and maintenance of the Demised Premises;
(c) All maintenance and service agreements on equipment, including,
without limitation, exterminating, window cleaning and repair and
heating, air-conditioning, and all maintenance, repairs and
replacements;
(d) All repairs, replacements and general maintenance, including
maintenance for the entire Demised Premises, inclusive of
structural work, including roof repairs or replacement and repairs
or full replacement of electrical, plumbing, HVAC or any elements,
equipment or machine services for the Demised Premises;
(e) All service or maintenance contracts with independent contractors
for operation, repair, replacement, or maintenance;
(f) All garbage removal, cleaning and janitorial services for all
exterior and interior areas;
(g) All snow and ice removal, salting and\or sanding from sidewalks
and parking lots;
(h) Landlord's insurance for covering fire and such other risks as are
from time to time involved in standard extended coverage
endorsements and special broad form coverages, insuring not less
than ninety (90%) percent of the full insurable value of the
Demised Premises and improvements and betterments installed by
Landlord or others within same, in addition to rent loss insurance
in amounts acceptable to Landlord;
5
<PAGE>
(i) maintenance, repair and replacement of the land and facilities
utilized for or as parking lots; access and perimeter roads; truck
passageways and loading platforms; service corridors; elevators;
landscaped and grass areas; exterior lawn sprinklers, walks,
stairways, ramps; corridors and stairs; directory equipment; storm
and sanitary sewers; utility lines, signs and the like; and the
structure of the Demised Premises and any other structures on the
property and all components and structural parts and systems of
same including but not limited to the roof, mechanical systems,
loadbearing, walls, floors and all other structural components.
6.3 Utilities Cost and Expenses shall include, but not be limited to, the
cost and expense of charges for oil, gas, water, telephone, electricity
for lighting, heating and air-conditioning the Demised Premises and for
water (including sewer rental and assessments) furnished to the Demised
Premises and including any taxes on such utilities. Landlord shall have
the right to select the providers of said utilities.
6.4 Real Estate Taxes shall mean the aggregate of the real estate taxes,
assessments and other governmental charges and levies, general and
special, ordinary and extraordinary, foreseen and unforeseen, of any kind
or nature whatsoever (including without limitation assessments for public
improvements or benefits and interest on unpaid installments thereof)
which may be levied, assessed or imposed or become liens upon or arise
out of the use, occupancy or possession of the land, buildings, leasehold
improvements, betterments, and other permanent improvements within or to
the Demised Premises from time to time. The term "Real Estate Taxes"
shall not, however, include inheritance, estate, succession, transfer,
gift, franchise, corporation income or profit tax imposed upon Landlord,
6.5 If not paid by Tenant directly, Landlord shall reasonably estimate
Additional Rent for the Demised Premises and Tenant shall pay Additional
Rent to Landlord in advance in twelve (12) equal monthly installments
during the year based upon said estimate. Promptly after the close of
each year the actual Additional Rent for that year shall be determined by
Landlord, who shall thereupon notify Tenant of such determination.
Promptly following determination and notification an adjusting payment or
credit shall be made for underpayment or overpayment of the actual
Additional Rent, as the case may be. Adjustments in the estimated
Additional Rent may be made during the year in the event that substantial
changes in the estimate are experienced. Anything hereinabove to the
contrary notwithstanding, Landlord shall have the right to bill Tenant
for Tenant's Proportionate Share of Real Estate Taxes as the taxes are
due instead of having them paid in monthly installments as hereinabove
provided.
6.7 The Additional Rent due under the terms and conditions of this Lease
shall be payable by Tenant without any setoff, deduction or abatement
ARTICLE 7 - RULES AND REGULATIONS
7.1 Tenant covenants and agrees to faithfully observe and comply with
reasonable rules and regulations which may now exist or which Landlord
may hereafter make.
6
<PAGE>
ARTICLE 8 - REAL ESTATE TAXES
8.1 The Tenant agrees that if at any time during the Lease Term the present
method of taxation or assessment shall be so changed that the taxes now
levied, assessed or imposed on real estate, and/or improvements thereon
shall, in lieu thereof, be imposed, assessed or levied wholly as a
capital levy or otherwise upon the rents reserved herein or as a tax,
corporation franchise tax, assessment, levy or charge or any part
thereof, measured by or based in whole upon the entire Demised Premises,
or on the rents derived therefrom and imposed upon Landlord, then Tenant
shall pay to Landlord all such taxes so measured or based.
8.2 The certificate, advise or bill of the appropriate official designated by
law to make or issue the same or to receive payment of such tax and/or
assessment shall be prima facie evidence of the amount of the same which
is due at the time of the making or issuance of such certificate, advice
or bill.
8.3 Tenant may appeal, at its own expense, any tax assessment of the Demised
Premises with the prior written consent of Landlord. This right shall
not be deemed to in any manner limit Landlord's right to also appeal any
such assessment.
ARTICLE 9 - TENANT'S MAINTENANCE AND REPAIRS
9.1 Tenant shall, at Tenant's own cost and expense, maintain and make all
repairs and replacements with respect to the Demised Premises during and
at the expiration or termination of the Lease Term, including, but not
limited to, interior floors, walls and ceilings, and plumbing and
electrical installations within the Demised Premises, Tenant shall be
solely responsible for the condition, repairs, maintenance to and
replacement of any services to the Demised Premises, compliance with all
codes and regulations affecting the Demised Premises or Tenant's use of
the Demised Premises.
7
<PAGE>
ARTICLE 10 - SERVICES OF LANDLORD
10.1 Landlord shall not be responsible for providing and does not warrant any
services under this Lease and shall not be liable to any persons
whatsoever, if any slow-down, interruption or stoppage pursuant to
voluntary agreement by and between Landlord and governmental bodies and
regulatory agencies or otherwise, or caused by the maintenance, repair,
substitution, renewal, replacement or improvements of any of the
equipment involved in the furnishing of any services to Tenant, or caused
by changes of services, quantity or character of electric service,
alterations, strikes, lock-outs, labor controversies, fuel shortages,
accidents, Acts of God or the elements or any other cause beyond the
reasonable control of Landlord; and, specifically, no such slow-down,
interruption or stoppage of any services shall ever be construed as an
eviction, actual or constructive, of Tenant, nor shall same cause any
abatement of Minimum Monthly Rent or Additional Rent payable hereunder or
in any manner or for any purpose relieve Tenant from any of its
obligations hereunder, and in no event shall Landlord be liable for
damage to persons or property or be in default hereunder as a result of
such slow-down, interruption or stoppage.
10.2 Landlord will not be responsible for the failure of the heating,
air-conditioning, plumbing or electrical systems in the Demised Premises.
Such failure shall be corrected by Tenant at its sole cost and expense.
ARTICLE 11 - ALTERATIONS, SIGNS, ETC.
11.1 Tenant shall not place any signs, nor make any alterations, decorations,
installations, additions or improvements (hereinafter "Tenant Changes")
in or to the Demised Premises without in each instance obtaining the
Landlord's prior written consent, which consent shall not be unreasonably
withheld. Any signs placed upon the Demised Premises shall be acceptable
to Landlord. All Tenant Changes shall be done at Tenant's sole cost and
expense. All Tenant Changes become the property of Landlord, and shall
remain upon, and be surrendered with the Demised Premises as part thereof
at the end of the Lease Term or any extension thereof. Tenant shall also
furnish Landlord with outline plans and specifications for Tenant Changes
prior to the performance of the work.
11.2 Tenant agrees that any Tenant Changes shall be done in a good and
workmanlike manner and in conformity with all laws, ordinances and
regulations of all public authorities having jurisdiction.
11.3 Tenant agrees that it will procure all necessary permits before making
any Tenant Changes. Tenant agrees to pay promptly when due the entire
cost of any work done by or for Tenant upon the Demised Premises so that
the Demised Premises shall at all times be free of liens for labor or
material. Tenant agrees to save and indemnify Landlord from any and all
injury, loss, claims, or damages to any person or property occasioned by
or in connection with any Tenant Changes.
8
<PAGE>
11.4 Any such Tenant Changes shall be performed in such manner as not to
interfere with the occupancy of any other tenant of the Landlord nor
delay or impose any additional expense upon Landlord in the maintenance
or operation of the Demised Premises. Prior to the commencement of Tenant
Changes, Tenant shall obtain and maintain at its expense Workmen's
Compensation Insurance and Bodily Injury and Property Damage Public
Liability Insurance and so called "Builders Risk" Insurance (all such
insurance shall conform to the requirements of Article 12 hereof) and
shall submit certificates as evidence thereof to Landlord.
11.5 All movable property, furniture, equipment, furnishings and trade
fixtures shall remain the property of Tenant and shall be removed by
Tenant at its expense at any time on or before the expiration of the
Lease Term. In case of damage to the Demised Premises caused by such
removal, Tenant shall restore the Demised Premises to good order and
condition. Any property, furniture, equipment, furnishings, or trade
fixtures not removed by Tenant at the end of the Lease Term may, at the
option of the Landlord, be deemed to have been abandoned, and in such
case may either be retained by Landlord as its property or may be
disposed, of, without accountability or liability, at Tenant's expense in
such manner as Landlord may see fit. Tenant's obligations pursuant to
this paragraph shall survive the termination of this Lease.
ARTICLE 12 - INSURANCE
12.1 Tenant covenants to provide at Tenant's cost and expense on or before the
Commencement Date, and to keep in full force and effect during the entire
Lease Term and so long thereafter as Tenant, or anyone claiming by,
through or under Tenant, shall occupy the Demised Premises, insurance
coverage as follows:
(a) Comprehensive Public Liability insurance with contractual
liability endorsements with respect to the Demised Premises and
the business of Tenant in which Tenant shall be adequately covered
under limits of liability of not less than $1,000,000.00 for
injury or death to any one person, and $2,000,000.00 for injury or
death to more than one person and $1,000,000.00 with respect to
property damage and structural damage to the Demised Premises.
(b) Fire and Extended Coverage, Vandalism, Malicious Mischief and
Special Extended Coverage Insurance in an amount adequate to cover
the cost of replacement of all personal property, decorations,
trade fixtures, furnishings, equipment in the Demised Premises and
all contents therein. Landlord shall not be liable for any damage
to such property of Tenant by fire or other peril includable in
the coverage afforded by the standard form of fire insurance
policy with extended coverage endorsement attached (whether or not
such Coverage is in effect), no matter how caused, it being
understood that the Tenant will look solely to its insurer for
reimbursement.
(c) Workers' Compensation Insurance covering all persons employed by
Tenant.
9
<PAGE>
(d) Rent loss insurance.
12.2 All of the aforesaid insurance shall be written by one or more
responsible insurance companies satisfactory to Landlord and in form
satisfactory to Landlord and shall contain endorsements substantially as
follows:
"It is understood and agreed that the insurer will give to {Landlord's
name}, c/o Carduner's Liquor Store, Carduner Shopping Center, Route 130,
Hightstown, New Jersey 08520, or any successor landlord ten (10) days
written notice of any material change in or cancellation of this
policy."
12.3 Tenant shall be solely responsible for payment of premiums and Landlord
(or its designee) shall not be required to pay any premium for such
insurance. Tenant shall deliver to Landlord at least fifteen (15) days
prior to the time such insurance is first required to be carried by
Tenant, and thereafter at least fifteen (15) days prior to the expiration
of such policy, proof of said policy, it being the intention of the
parties hereto that the insurance required under the terms hereof shall
be continuous during the entire Lease Term, any extension thereof and any
other period of time during which, pursuant to the terms hereof, said
insurance is required.
12.4 Tenant agrees, at its own cost and expense, to comply with all of the
rules and regulations of the Fire Insurance Rating Organization having
jurisdiction and any similar body. If, at any time or from time to time,
as a result of or in connection with any failure by Tenant to comply with
the foregoing sentence or any act or ommission or commission by Tenant,
its employees, agents, contractors or licensees, or as a result of or in
connection with the use to which the Demised Premises are put
(notwithstanding that such use may be for the purposes hereinbefore
permitted or that such use may have been consented to by Landlord), the
fire insurance rates) applicable to the Demised Premises as a result of
such use of the Demised Premises in which same are located shall be
higher than that which would be applicable for the least hazardous type
of occupancy legally permitted therein, Tenant agrees that it will pay to
Landlord as Additional Rent, such portion of the premiums for all fire
insurance policies in force with respect to the aforesaid properties and
the contents of any occupant thereof as shall be attributable to such
higher rate(s).
12.5 Landlord makes no representation that the limits of liability specified
to be carried by Tenant or Landlord under the terms of this Lease are
adequate to protect Tenant against Tenant's undertaking under this
Article 12, and in the event Tenant believes that any such insurance
10
<PAGE>
coverage called for under this Lease is insufficient, Tenant shall
provide, at its own expense, such additional insurance as Tenant deems
adequate.
ARTICLE 13 - INDEMNIFICATION
13.1 Tenant shall save and hold Landlord harmless from and against all
liability, claims, and demands on account of personal injuries
(including, without limitation of the foregoing, Worker's Compensation
and death claims) or property loss or damage of any kind whatsoever which
arise out of or are in any manner connected with Tenant's occupancy
and/or use of the Demised Premises, whether the result from the negligent
act or failure to act or perform any duty or obligation required herein
of Tenant, subtenants or their officers, employees, agents, contractors,
licensees, guests, invitees, visitors or otherwise. Landlord will use its
best efforts to so notify Tenant of any such claims but any failure to so
notify will not constitute a waiver of any Landlord's rights herein.
13.2 Neither Tenant nor Landlord, nor their respective agents, employees and
representatives, shall be liable to the other for loss or damage covered
by any insurance policy. The liability of the Tenant to indemnify
Landlord as set forth in subparagraph 13.1 hereof shall not extend to any
matter to the extent Landlord actually receives insurance proceeds
therefor; provided, however, that if any such liability exceeds the
amount of the effective and collectible insurance applicable, Tenant
shall remain liable for such excess amount.
ARTICLE 14 - FIRE
14.1 In the event of the total destruction of the Demised Premises by fire or
other casualty during the Lease Term hereof or in the event of such
partial destruction thereof as to render the Demised Premises wholly
untenantable or unfit for occupancy, then in either event, unless such
damage can, in the reasonable opinion of Landlord, be repaired within one
hundred eighty (180) days after the occurrence, or unless said damage was
caused by Tenant, its agents, licensees and\or invitees, in which case
Tenant shall be responsible for the repair, this Lease and the term
hereby created, shall at either's party's option, to be exercised within
fifteen (15) days after notice from Landlord as hereinafter provided
cease from the date of such damage or destruction and Tenant shall upon
written notice from Landlord immediately surrender the Demised Premises
to Landlord and Tenant shall pay rent within said term only to the time
of such damage or destruction. If, however, in Landlord's reasonable
opinion, the damage as aforesaid can be repaired within one hundred
eighty (180) days from the occurrence thereof, Landlord shall (unless
Landlord shall elect not to repair or rebuild, as hereinafter provided)
repair the Demised Premises with all reasonable speed, this Lease shall
continue in full force and effect and there shall be an abatement of
rent. Landlord shall notify Tenant within thirty (30) days from the
occurrence of the destruction as to whether or not the damage can be
repaired within one hundred eighty (180) days after the occurrence
thereof
11
<PAGE>
14.2 In the event of the partial destruction of the Demised Premises by fire
or other casualty during the Lease Term hereof, which such partial
destruction does not render the Demised Premises wholly untenantable or
unfit for occupancy for more than one hundred eighty (180) days in the
Landlord's reasonable opinion, or unless said damage was caused by
Tenant, its agents, licensees and\or invitees, in which case Tenant shall
be responsible for the repair, Landlord shall (unless Landlord's
mortgagees do not so permit) repair the damage with all reasonable speed,
this Lease shall continue in full force and effect and there shall be an
abatement of rent. If such damage cannot be repaired within one hundred
eighty (180) days after the occurrence in the reasonable opinion of
Landlord, this Lease and the term hereby created shall at either party's
option, to be exercised within fifteen (15) days after notice from
Landlord as hereinafter provided, shall cease from the date of such
damage or destruction as provided in Section 14.1. Landlord shall notify
Tenant within thirty (30) days from the occurrence of the destruction as
to whether or not the damage can be repaired within one hundred eighty
(180) days after the occurrence thereof.
14.3 In the event that the Demised Premises shall be so slightly damaged by
fire or other casualty so as not to affect or only slightly affect the
operation of Tenant's business in the Demised Premises as reasonably
determined by Landlord, there shall be no abatement of rent and this
Lease shall continue in full force and effect, and Landlord shall enter
and repair the damage with all reasonable speed.
14.4 After any such damage or destruction to the Demised Premises has been
repaired pursuant to this Lease, Tenant shall promptly, at Tenant's
expense, redecorate and refixture the Demised Premises in a manner and to
at least a condition equal to that existing prior to its destruction or
casualty.
14.5 Landlord shall use its best efforts to effect any such repair or
restoration promptly and in such manner as not unreasonably to interfere
with the use and occupancy of the Demised Premises but such efforts shall
be subject to (i) Landlord's inability to obtain materials; (ii) Acts of
God; (iii) strikes, fire or weather; (iv) acts of governmental authority;
or (v) any other cause beyond the control of Landlord.
Notwithstanding the above, Landlord shall not be required to incur
overtime or additional charges in any such repair or restoration of the
Demised Premises pursuant to this Article 14.
14.6 The provisions of this Article 14 shall be considered an express
agreement governing any case of damage or destruction of the Demised
Premises by fire or other casualty, and any law of the State of New
Jersey, providing for such a contingency in the absence of an express
agreement and any other law of like import, now or hereafter in force,
shall have no application in such case.
14.7 In case of any damage by fire or other casualty, Tenant shall immediately
notify Landlord and Landlord shall immediately notify Tenant.
12
<PAGE>
ARTICLE 15 - EMINENT DOMAIN
15.1 In the event that the entire or substantially the entire Demised Premises
shall be taken for any public or quasipublic use or should be taken by
right of eminent domain or any other right, or should be sold to the
condemning authority in lieu of condemnation, then this Lease shall
terminate as of the date when the Demised Premises is taken by the
condemning authority. In the event of such taking and termination, Tenant
may undertake any action against the condemning authority to which it may
be entitled.
15.2 In the event that the entire or substantially the entire Demised Premises
shall not be taken and this Lease is not terminated after the eminent
domain proceeding, Landlord shall promptly commence to repair or restore
the Demised Premises, including redecorating and refixturing providing
Tenant pays the cost thereof, to tenantable condition and complete same
with due diligence, except for delays caused by (i) Landlord's inability
to obtain materials; (ii) Acts of God; (iii) strikes, fire or weather,
(iv) acts of governmental authority; or (v) any other cause beyond the
control of Landlord.
ARTICLE 16 - ASSIGNMENT, SUBLETTING OR SURRENDER.
16.1 Tenant agrees not to sell, assign, sublet, mortgage, hypothecate, pledge,
or in any manner transfer this Lease or its interest in the Demised
Premises during the Lease Term, without the prior written consent of the
Landlord, which consent may be Withheld in the reasonable discretion of
the Landlord.
16.2 Tenant may not sublet or assign this Lease to any entity which would be
categorized by ISRA (New Jersey Industrial Site Recovery Act, N.J.S.A.
13:1K-6, et. seq.) as an "Industrial Establishment."
16.3 If Tenant violates any provisions of this Lease, Landlord may accept from
any assignee, sublessee, licensee, concessionaire or anyone who claims a
right to the interest of Tenant under this Lease or who occupies any part
or the whole of the Demised Premises the payment of Minimum Monthly Rent
and Additional Rent and/or the performance of any of the other
obligations of Tenant under this Lease, but acceptance shall not be
deemed to be a waiver by Landlord of the breach by Tenant of the
provisions of this Lease nor a recognition by Landlord that any such
assignee, sublessee, licensee, concessionaire, claimant or occupant has
succeeded to the rights of Tenant hereunder, nor a release by Landlord of
Tenant from further performance by Tenant of the covenants on Tenant's
part to be performed under this Lease.
16.4 Notwithstanding the consent of the Landlord pursuant to Section 16.1, the
assignor or sublessor Tenant shall remain liable for the performance of
Tenant's obligations hereunder.
16.5 Upon any sale, assignment, subletting, or any transfer by Tenant of its
interest in this Lease, the Demised Premises or upon the sale, assignment
or any transfer by Tenant of the business,
13
<PAGE>
the assets of the business (other than in the ordinary course of
business), or any transfer of the stock own by any shareholder in the
business conducted at the Demised Premises during the Lease Term, the
then current Minimum Annual Rent shall be increased by one hundred (100%)
percent and all Minimum Monthly Rent payments shall be increased
proportionately.
ARTICLE 17 - ENTRY BY LANDLORD
17.1 Landlord, or its duly authorized employees and agents, may enter the
Demised Premises at reasonable business hours for the following:
(i) to inspect the same;
(ii) to supply any service to which Tenant has failed to provide under
the terms of this Lease;
(iii) to make repairs required of Tenant hereunder, which Tenant has
failed to make;
(iv) to perform any work therein that may be necessary to comply with
any laws, statutes, ordinances, regulations, orders and
requirements of all governmental authorities having jurisdiction
over the premises, or to prevent waste or deterioration of the
Demised Premises; provided, however, that all such work shall be
done as promptly as reasonably possible. Any repairs, alterations
or improvements to the Demised Premises shall be done in a manner
so as to not unreasonable disrupt Tenant's business, if possible
except for emergency repairs which shall be done as required at
the sole cost and expense of Tenant. Landlord may, during the
progress of any such work keep and store upon the Demised
Premises, all necessary materials, tools and equipment required
for such work and Tenant shall be responsible therefor. Landlord
shall at all times retain a key with which to unlock all of the
doors in, on or about the Demised Premises (excluding Tenant's
vaults, safes and similar areas designated in writing by Tenant in
advance); and Landlord shall have the right to use any and all
means which Landlord may deem proper to open said doors in an
emergency in order to obtain entry of the Demised Premises, and
any entry to the Demised Premises obtained by Landlord by any of
said means or otherwise shall not under any circumstances be
construed or deemed to be forcible or unlawful entry into or a
detainer of the Demised Premises or an eviction, actual or
constructive, of Tenant from the Demised Premises or any portion
thereof; and
(v) to show the Demised Premises for sale or lease.
ARTICLE 18 - ENVIRONMENTAL LAW COMPLIANCE
18.1 During the term of this Lease, Tenant shall, at Tenant's own expense,
comply with all Federal or State laws, rules and regulations pertaining
to the environment, hazardous substances or hazardous wastes as defined
by law and the Industrial Site Recovery Act, N.J.S.A. 13:1K-6
14
<PAGE>
et seq. and the regulations promulgated thereunder and any successor
legislation and regulations ("ISRA"). If required hereunder, Tenant
shall, at Tenant's own expense, make all submissions to, provide all
information to, and comply with all requirements of the various
governmental agencies or bodies having jurisdiction, including, but not
limited to, the Bureau of Industrial Site Evaluation or its successor
("Bureau") of the New Jersey Department of Environmental Protection and
Energy ("NJDEPE"). Tenant's obligation under ISRA shall arise only if
there is a closing, termination or transferring of operations of any
industrial establishment of Tenant during or by reason of the termination
or cancellation of this Lease pursuant to ISRA, or if the actions or
inactions of Tenant or its agents at the Demised Premises either directly
or indirectly results in an event which, by the occurrence of same,
requires compliance with ISRA or the regulations thereunder.
18.2 Provided this Lease is not previously canceled or terminated by either
party or by operation of law, Tenant shall commence its submission to the
Bureau in anticipation of the end of the Lease Term, no later than six
(6) months prior to the expiration of the Lease Term. Tenant shall
promptly furnish to Landlord true and complete copies of all documents,
submissions, correspondence and oral or written communications by the
Bureau to Tenant or its agents or visa versa. Tenant shall also promptly
furnish to Landlord true and complete copies of all test results and
reports, if any, obtained and prepared at and around the Demises
Premises. Tenant shall notify Landlord in advance of any meetings
scheduled between Tenant or its agents and the NJDEPE, and Landlord may
attend all such meetings.
18.3 Should Tenant's operations at the Demised Premises be outside of those
industrial operations covered by ISRA, Tenant shall, at Tenant's own
expense, obtain a letter of non-applicability or de minimum quantity
exemption from the Bureau prior to the expiration of the Lease Term or
its earlier cancellation and shall promptly provide a copy of Tenant's
submission and the original of the Bureau's exemption letter to Landlord.
18.4 Should NJDEPE determine that a cleanup plan be prepared and undertaken
because of a spill or discharge by Tenant of a hazardous substance or
waste at the Demised Premises which occurred during the Lease Term,
Tenant shall, at Tenant's own expense, promptly take any necessary
samples and prepare and submit the required cleanup plan and financial
assurance, and shall promptly carry out the approved plan.
18.5 If Tenant fails to comply with any environmental law, rule or regulation;
or fails to obtain either: (i) a non-applicability letter; (ii) a de
minimus quantity exemption; (iii) a negative declaration; or (iv) final
approval of cleanup; (collectively referred to as "ISRA Clearance") from
NJDEPE; or fails to clean up the Demised Premises pursuant to the above
prior to the expiration of the Lease Term, then Landlord shall have the
option either to consider the Lease as having ended or to treat Tenant as
a holdover tenant. If Landlord considers the Lease as having ended, then
Tenant shall nevertheless be obligated to promptly obtain ISRA Clearance
and to fulfill the obligation set forth above regarding compliance with
applicable environmental laws, rules and regulations. If Landlord treats
Tenant as a holdover tenant, then Tenant shall pay monthly to Landlord
double the Minimum Monthly Rent and Additional
15
<PAGE>
expiration of the Lease Term, then Landlord shall have the option either
to consider the Lease as having ended or to treat Tenant as a holdover
tenant. If Landlord considers the Lease as having ended, then Tenant
shall nevertheless be obligated to promptly obtain ISRA Clearance and to
fulfill the obligation set forth above regarding compliance with
applicable environmental laws, rules and regulations. If Landlord treats
Tenant as a holdover tenant, then Tenant shall pay monthly to Landlord
double the Minimum Monthly Rent and Additional Rent which Tenant would
otherwise have paid, until such time as Tenant obtains ISRA Clearance and
fulfills its obligations above, and during the holdover period all of the
terms of this Lease shall remain in full force and effect.
18.6 For any ISRA or other submittals to environmental authorities undertaken
by Landlord or its agents, Tenant shall promptly provide all information
required or requested by Landlord for Landlord's preparation of any ISRA
or other environmental submission and shall promptly sign such affidavits
and submissions when requested or required by Landlord, if they are
correct.
18.7 Tenant represents and warrants to Landlord that Tenant intends to use the
premises only for the uses permitted in this Lease, which operations have
the Standard Industrial Classification ("S.I.C.") numbers as defined in
the most recent edition of the SIC manual published by the Federal
Executive Office of the President, Office of Management and Budget as set
forth in the Summary of Basic Lease Provisions hereof. Tenant's use of
the Demised Premises shall be restricted to said uses only unless Tenant
obtains Landlord's prior written consent to any change in use. Tenant
shall notify Landlord as to any changes in Tenant's overall operation,
S.I.C. number or use during the Lease Tenn.
18.8 Tenant shall permit Landlord and Landlord's agents and employees access
to the Demised Premises for the purposes of environmental inspections and
sampling upon prior reasonable notice during regular business hours, or
during other hours in the event of any emergency. Tenant shall not
restrict access to any part of the Demised Premises, and Tenant shall not
impose any conditions to access.
18.9 Tenant shall indemnify, defend and hold Landlord harmless from and
against all claims, fines, suits, procedures, actions, proceedings,
liabilities, losses, damages, penalties and costs, foreseen and
unforeseen, including counsel, engineering and other professional or
expert fees which Landlord may incur by reason of Tenant's action or
non-action with regard to Tenant's obligations under this Article and
spills or discharges of hazardous substances or wastes by Tenant at the
Demised Premises during Tenant's occupancy of same and Tenant's failure
to provide all information required by any environmental law or NJDEPE.
This Article shall survive the expiration or earlier termination of this
Lease. Tenant's failure to abide by the terms of this Article shall be
restrainable by injunction.
18.10 Tenant shall promptly: (i) supply Landlord with copies of all notices,
reports, correspondence and submissions made by Tenant to any local,
state or federal authority
16
<PAGE>
which requires submission of any information concerning environmental
matters or hazardous wastes or substances; and (ii) notify Landlord as to
any liens threatened or attached against property of Tenant or the
Demised Premises pursuant to any environmental law, rule or regulation.
The event that such a lien if filed against the Demised Premises, then
Tenant shall, within thirty (30) days from the date that the lien is
placed against the Demised Premises either pay the claim and remove the
lien, or furnish either a bond or cash deposit in the amount of the
claim out of which the lien arises, or other security satisfactory to the
Landlord in an amount sufficient to discharge the claim out of which the
lien arises.
18.11 If Tenant is permitted to assign or sublease the Demised Premises
pursuant to this Lease Agreement, then as a condition precedent to
Tenant's right to sublease the Demised Premises or to assign this Lease,
if any, Tenant shall, at Tenant's own expense, first comply with ISRA and
fulfill all of Tenant's environmental obligations under this Lease
pursuant to Article 18 which also arise upon termination of Tenant's
Lease Term.
18.12 Tenant represents, covenants and warrants that Tenant shall not use the
Demised Premises to "discharge" (as such term is defined in the Spill
Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq. ["Spill Act"]
"hazardous substances" (as such term is defined in the Spill Act). In the
event that there shall be filed a lien against the Demised Premises
pursuant to and in accordance with the Spill Act, arising from the
intentional or unintentional action or omission of Tenant or Tenant's
employees, agents, contractors, licensees, invitees, assigns or
subtenants, then Tenant shall, within thirty (30) days from the date
Tenant is given notice of the lien or in such shorter period of time in
the event that the State of New Jersey, or any agency or subdivision
thereof, has commenced steps to cause the Demised Premises and building
to be sold pursuant to the lien, pay the claim and remove the lien from
the Demised Premises and building. If Tenant fails to do such by said
period, Landlord shall be entitled to resort to such remedies as provided
in the Lease as in the case of any default of the Lease, in addition to
such as are permitted at law, in equity, or otherwise.
18.13 Tenant represents, covenants and warrants that Tenant shall not use the
Demised Premises in such a manner so as to become liable under the
Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. 9601 et seq. ("CERCLA"). In the event that there shall be filed a
lien against the Demised Premises pursuant to and in accordance with
CERCLA arising from the intentional or unintentional action or omission
of Tenant or Tenant's employees, agents, contractors, licensees,
invitees, assigns or subtenants, then Tenant shall, within thirty (30)
days from the date Tenant is given notice of the lien or in such shorter
period of time in the event that the United States, or any agency or
subdivision thereof, has commenced steps to cause the Demised Premises to
be sold pursuant to the lien, pay the claim and remove the lien from the
Demised Premises. If Tenant fails to do so by said period, Landlord shall
be entitled to resort to such remedies as are provided in the Lease as in
the case of any default of the Lease, in addition to such as are
permitted at law, in equity or otherwise.
17
<PAGE>
18.14 In amplification of Article 13 and not by way of limitation, Tenant shall
indemnify, defend and save harmless Landlord from and against all fines,
suits, procedures, claims, actions, damages, liabilities, judgments,
costs and expenses (including, without limitation, reasonable attorneys
fees) of any kind arising out of or in any way connected with Tenant's or
Tenant's employees, agents, contractors, licensees, invitees, assigns or
subtenants whose actions or inactions or failure to maintain the Demised
Premises results in any spills or discharges of hazardous substances,
hazardous wastes, or pollutants at the Demised Premises which occur
during the term of the Lease; and from all fines suits, procedures,
claims, actions, damages, liabilities, judgments, costs and expenses
(including, without limitation, reasonable attorney's fees) of any kind
arising out of Tenant's failure to provide all information, make all
submission and take all action required by the DEPE in order to comply
with ISRA, the Spill Act, CERCLA or any other environmental law.
18.15 Tenant's obligations and liabilities under this Article 18 shall
continue after expiration of the term of the Lease for so long as
Landlord remains responsible for any spills or discharges of hazardous
wastes at the Demised Premises which occur during the term of the Lease.
18.16 Landlord and any employee, representative, agent or contractor of
Landlord, the DEPE or any other federal, state or local governmental
body, agency or division having applicable jurisdiction may enter the
Demised Premises for the purpose of inspecting same for compliance with
any environmental law.
ARTICLE 19 - SURRENDER
19.1 On the last day of the Lease Term demised, or the sooner termination
thereof, Tenant shall peaceably surrender the Demised Premises broom
clean, in good order, condition and repair, reasonable wear and tear
excepted. On or before the last day of the Lease Term or the sooner
termination thereof, Tenant shall, at its expense, remove its trade
fixtures and signs from the Demised Premises, and any property not
removed shall be deemed abandoned and may be removed and disposed of by
Landlord and the expense of such removal shall be paid to Landlord by
Tenant without any setoff for the salvage value of goods so removed. If
the Demised Premises be not so surrendered at the end of the Lease Term
or the sooner termination thereof, Tenant shall pay to Landlord as
liquidated damages double the Minimum Monthly Rent and Additional Rent
and other sums due hereunder for the entire holdover period. Tenant shall
indemnify Landlord against loss or liability resulting from delay by
Tenant in so surrendering the Demised Premises, including, without
limitation, claims made by any succeeding tenant founded on such delay.
Upon termination of this Lease for any reason, Tenant shall promptly
surrender all keys and safe combinations for the Demised Premises to
Landlord at the place then fixed for payment of rent. Tenant shall be
considered to be holding over until such items are returned to the
Landlord. Tenant's covenants hereunder shall survive the expiration or
termination of this Lease.
18
<PAGE>
19.2 If the Tenant shall occupy the Demised Premises with the consent of the
Landlord after the expiration of this Lease and rent is accepted from
said Tenant, said occupancy and payment shall be construed as an
extension of this Lease for a term expiring on the last day of the month
next following the month in which the Lease expired and occupation
thereafter shall operate to extend the term of this Lease for but one (1)
month at a time unless other terms of such extension are made in writing
and signed by the parties hereto. In such event, if either Landlord or
Tenant desires to terminate such occupancy at the end of any month after
the termination of this Lease, when no renewal term or subsequent lease
be in effect, the party so desiring to terminate shall give the other
party at least thirty (30) days written notice of termination. Failure on
the part of the Tenant to give such notice shall obligate it to pay all
rents for the additional calendar month following the month in which the
Tenant gave notice.
ARTICLE 20 - DEFAULT
20.1 Tenant shall, without previous demand therefor, pay to Landlord the
Minimum Monthly Rent and Additional Rent at the times and in the manner
heretofore provided.
In the event:
(a) of default in the payment of any rents or of any installment or
part thereof, or in the payment of any other sum or any part
thereof which may become due from Tenant to Landlord hereunder, at
the time and in the manner provided herein; or
(b) the Demised Premises shall be deserted or abandoned; or
(c) except as provided in (a) and (b) above or as otherwise set forth
herein, of the violation by Tenant of any of the covenants,
agreements and conditions herein provided or of any of the Rules
and Regulations now or hereafter reasonably established by
Landlord provided that the Tenant is given written notice of such
violation by the Landlord and has not cured within ten (10) days
following receipt of the notice; or
(d) at any time prior to or during the term of this Lease, Tenant
shall make an assignment for the benefit of its creditors; or if
Tenant shall file a voluntary petition in bankruptcy; or if Tenant
shall be adjudicated a bankrupt or insolvent; or if the affairs of
Tenant shall be taken over by or pursuant to an order of any court
or of any other officer or governmental authority pursuant to any
federal, state or other statute or law; or if Tenant shall admit
in writing its inability to pay debts generally as they become
due; or if Tenant shall file any petition or answer seeking any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or
any future federal bankruptcy act or any other present or future
applicable federal, state or other statue or law; or if Tenant
shall seek or consent to
19
<PAGE>
or acquiesce in the appointment of any trustee, receiver of
liquidator or if, within ten (10) days after the commencement of
any proceedings against Tenant seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the present or future federal bankruptcy
act or any other present or future federal bankruptcy act or any
other present or future applicable federal, state or other statute
or law, such proceedings shall have not been dismissed; or if,
within ten (10) days after the expiration of any such statute,
such appointment shall not have been vacated; or
(e) Tenant shall cease operating its business at the Demised Premises;
or
(f) Tenant should sell, assign, transfer or otherwise dispose of its
business or any assets of the subject business, not in the
ordinary course of business; or
(g) any shareholder of the Tenant shall sell, assign, transfer or
otherwise dispose of any of its stock in the subject business; or
(i) in the event action shall be taken by Tenant or any other person
in furtherance of any of the aforesaid purposes;
then upon the happening of any such event, Tenant shall be deemed to be
in default under this Lease, Tenant's security deposit shall be forfeited
immediately to Landlord and Landlord may at its option, terminate this
Lease and all rights of Tenant therein and/or enter the Demised Premises
as the agent of Tenant, change the locks, all without being liable for
any prosecution liability or damage therefor, and relet the Demised
Premises and receive the rent therefor upon such terms as shall be
satisfactory to Landlord and all rights of Tenant to repossess the
Demised Premises under this Lease shall cease and end upon such
termination or entry. For the purpose of reletting, Landlord shall be
authorized to make such repairs or alterations in or to the Demised
Premises as may be necessary to place the same in good order and
condition. Tenant shall be liable for and hereby agrees to pay to
Landlord the cost of such repairs or alterations and all expenses of such
reletting. If the sum realized or to be realized from the reletting is
insufficient to satisfy the rent provided for in this Lease, Landlord, at
its option, may require Tenant to pay such deficiency month by month (or
at any greater intervals), or may hold Tenant responsible in advance for
the entire deficiency resulting from such reletting. In the event of a
default as provided for herein, Landlord is hereby granted a lien, in
addition to any statutory lien or right to distrain that may exist, on
all personal property of Tenant in or upon the Demised Premises,
including, without limitation, furniture, fixtures (including trade
fixtures) and merchandise of Tenant, to assure payment of the rent and
performance of the covenants and conditions of this Lease. Landlord shall
have the right, as agent of Tenant, to take possession of all personal
property of Tenant found in or about the Demised Premises, including,
without limitation, furniture and fixtures of Tenant, and after providing
Tenant with advance notice, sell the same at public or private sale and
to apply the proceeds thereof to the payment of any monies
20
<PAGE>
becoming due under this Lease, or remove all such effects and store the
same in a public warehouse or elsewhere at the cost of and for the
account of Tenant, or any other occupant, Tenant hereby waiving the
benefit of all laws exempting property from execution, levy and sale on
distress or judgment.
20.2 In the event of any breach or threatened breach by Tenant of any of the
agreements, terms, covenants or conditions contained in this Lease,
Landlord shall be entitled to enjoin such breach or threatened breach and
shall have the right to invoke any right and remedy allowed at law or in
equity or by statute or otherwise as though reentry, summary proceedings,
and other remedies were not provided for in this Lease.
20.3 Each right and remedy of Landlord provided for in this Lease shall be
cumulative and shall be in addition to every other right or remedy
provided for in this Lease, any other agreement between the Tenant and
Landlord, or now or hereafter existing at law or in equity or by statute
or otherwise. The exercise or beginning of the exercise by Landlord of
any one or more of the rights or remedies provided for in this Lease or
now or hereafter existing at law or in equity or by statute or otherwise
shall not preclude the simultaneous or later exercise by Landlord of any
or all other rights or remedies provided for in this Lease, any other
agreement between Tenant and Landlord, or now or hereafter existing at
law or in equity or by statute or otherwise.
20.4 If the term of this Lease shall be terminated due to default by the
Tenant of any of the terms or covenants herein contained, this Lease and
the term and estate hereby granted, whether or not the term shall
heretofore have commenced, shall at the Landlord's option, terminate with
the same effect as if that day were the expiration date of the term of
this Lease, but Tenant shall remain liable for all rents and damages as
are provided for herein.
20.5 It is stipulated and agreed that in addition to all other remedies and
rights which Landlord may have under this Lease, at law or in equity, in
the event of a default by Tenant under this Lease, Landlord shall
forthwith, notwithstanding any other provisions of this Lease to the
contrary, be entitled to recover from Tenant as and for liquidated
damages an amount equal to the difference between the rent reserved
hereunder for the unexpired portion of the term demised and the then fair
and reasonable rental value of the Demised Premises for the same period.
If such Demised Premises or any part thereof be relet by the Landlord for
the unexpired term of said lease, or any part thereof, the amount of rent
reserved upon such reletting shall be prima facia evidence for the whole
of the Demised Premises so relet during the term of the reletting.
20.6 If the Landlord in its sole discretion determines to utilize the services
of any of its attorneys (including in-house counsel) for any purpose in
enforcing Landlord's rights under this Lease, including enforcing rights
arising from Tenant's default under this Lease, the Tenant upon demand
shall pay the Landlord's reasonable attorney's fees and court and other
collection and litigation costs.
21
<PAGE>
ARTICLE 21 - UTILITY CHARGES
21.1 Tenant shall pay all charges incurred for the use of utility services at
the Demised Premises whether separately metered to the Demised Premises
or not, including, without limitation the cost of gas, heat, hot water,
cold water, maintenance service contracts, exterminating, electricity and
telephone. No electric current, gas lines or utility companies shall be
used except those which are approved by Landlord, nor shall electric or
other wires be brought to additional outlets or electrical fixtures
installed within the Demised Premises except upon the written consent and
approval of the Landlord. Tenant will not overload any of the circuits
within the Demised Premises and shall have no right to use any electric
current outside the Demised Premises. Tenant shall be responsible for
complying with all applicable governmental laws and regulations as well
as Landlord's rules pertaining to utilities, recycling and disposing of
garbage and waste from the Demised Premises.
ARTICLE 22 - QUIET ENJOYMENT
22.1 Upon the payment of all Minimum Monthly Rent and Additional Rent and upon
Tenant's observance and performance of all of the terms and provisions of
this Lease, Tenant, subject to the terms and provisions of this Lease and
to all mortgages and underlying leases of record to which this Lease may
be or may become subordinate, shall lawfully, peaceably and quietly have,
hold, occupy and enjoy the Demised Premises during the Lease Tenn.
ARTICLE 23 - CONSENT BY LANDLORD
23.1 Whenever, under this Lease, provision is made for Tenant securing the
written consent or approval by Landlord, such consent or approval shall
be in writing and may be withheld by Landlord in its reasonable
discretion, unless otherwise specifically provided herein.
ARTICLE 24 - SUBORDINATION
24.1 This Lease, and all rights of Tenant hereunder, are and shall be subject
and subordinate in all respects to all present and future ground leases,
overriding leases and underlying leases of the Demised Premises or any
part of the entire premises and to all mortgages and building loan
agreements, including leasehold mortgages and building loan mortgages,
which may now or hereafter affect the same, to each and every advance
made or to be made under such mortgages, and to all renewals,
modifications, replacements and consolidations of such mortgages. This
Section 24.1 shall be self-operative and no further instrument, in
recordable form shall be required. Notwithstanding the foregoing,
Landlord, the lessor of any such lease or the holder of any mortgage or
any of their respective successors in interest may require evidence of
such subordination, and Tenant hereby irrevocably constitutes and
appoints Landlord attorney-in-fact for Tenant to execute any such
instrument for and on behalf of Tenant.
22
<PAGE>
24.2 Tenant agrees to execute and deliver, at any time and from time to time,
upon the request of Landlord or of the lessor under any such underlying
lease, any instruments which may be necessary or appropriate to evidence
such attornment and Tenant hereby appoints Landlord or the lessor under
such underlying lease, the irrevocable attorney-in-fact of Tenant to
execute and deliver any such instrument for and on behalf of Tenant.
Tenant further waives the provisions of any statute or rule of law now or
hereafter in effect, to the went permitted by law, which may give or
purport to give Tenant any right or election to terminate this Lease or
to surrender possession of the Demised Premises in the event such
underlying lease terminates or any such proceeding is brought by the
lessor under such underlying lease, and agrees that, at the election of
lessor under such underlying lease, this Lease shall not affect in any
way whatsoever such proceeding or termination.
24.3 Any mortgagee, including leasehold mortgagees and building loan
mortgagees, which may now or hereafter affect the Demised Premises, may
require that this Lease be subordinate to the mortgage in which event
Tenant agrees to execute any instrument that the holder of the mortgage
may require to evidence same.
ARTICLE 25 - CONSTRUCTION\MECHANICS' LIENS
25.1 Tenant shall not suffer any construction or mechanic's lien filed against
the Demised Premises by reason of work, labor, services or materials
performed or furnished to Tenant or to anyone holding the Demised
Premises through or under Tenant. If any such construction or mechanic's
lien shall at any time be filed against the Demised Premises, Tenant
shall forthwith cause the same to be discharged of record by payment,
bond, order of a court of competent jurisdiction or otherwise, but Tenant
shall have the right to contest any and all such liens. If Tenant shall
fail to cause such lien to be discharged within thirty (30) days after
being notified of the filing thereof and before judgment or sale
thereunder, then, in addition to any other right or remedy of Landlord,
Landlord may, but shall not be obligated to, discharge the same by paying
the amount claimed to be due or by bonding or other proceeding deemed
appropriate by Landlord, and the amount so paid by Landlord and/or costs
and expenses, including reasonable attorney's fees, incurred by Landlord
in procuring the discharge of such lien, shall be deemed to be Additional
Rent.
ARTICLE 26 - NOTICES
26.1 Any notice required or permitted under this Lease shall, unless otherwise
specifically provided for herein, be deemed sufficiently given or served
if sent by (i) hand delivery, (ii) registered or certified mail, return
receipt requested, postage prepaid, or (iii) nationally recognized
overnight carrier, prepaid, addressed to Tenant at the address set forth
on page one of this Lease and to Landlord at the address then fixed for
the payment of rent. Any such notice shall be deemed given three (3) days
after the date of mailing. Either party may by fifteen (15) days notice
at any time designate a different address to which notices shall
subsequently be mailed.
23
<PAGE>
ARTICLE 27 - WAIVER OF TRIAL BY JURY
27.1 To the extent permitted by law, Landlord and Tenant hereby waive trial by
jury in any action brought by either against the other on any matter
arising out of or in any way connected with this Lease, the relationship
of Landlord and Tenant and/or Tenant's use or occupancy of the Demised
Premises, including any claim for injury or damage.
ARTICLE 28 - NO OTHER WAIVER OR MODIFICATIONS
28.1 The failure of either party to insist in any one or more instances upon
the strict performance of any one or more of the agreements, terms,
covenants, conditions or obligations of this Lease, or to exercise any
right, remedy or election herein contained, shall not be construed as a
waiver or relinquishment of the right to enforce said agreements, terms,
covenants, conditions or obligations in the future.
ARTICLE 29 - CURING TENANT'S DEFAULTS
29.1 If Tenant shall default in the performance of any covenant, agreement,
term, provision or condition herein contained, Landlord without thereby
waiving such default, may (but shall not be obligated to) perform the
same for the account of and at the expense of Tenant. Bills for any
reasonable and necessary expense incurred by Landlord for the account of
Tenant, and reasonable and necessary bills for all costs, expenses and
disbursements, including, without being limited to, reasonable attorney's
fees, incurred in collecting or endeavoring to collect the Minimum
Monthly Rent or Additional Rent or other charge or any part thereof or
enforcing or endeavoring to enforce any rights against Tenant under or in
connection with this Lease, or pursuant to law, including, without being
limited to, any cost, expense and disbursement involved in instituting
and prosecuting summary proceedings, as well as furnished or rendered, or
caused to be provided, furnished or rendered, by Landlord to Tenant and
any charges for other services incurred by Tenant under this Lease, may
be sent by Landlord to Tenant monthly, or immediately, at Landlord's
option, and shall be due and payable by Tenant immediately. If such
charges are not paid when due, the amounts thereof shall immediately
become due and payable as Additional Rent under this Lease together with
interest thereon at the rate of ten percent (10%) per annum from the date
the said bills should have been paid.
ARTICLE 30 - ESTOPPEL CERTIFICATE
30.1 Tenant agrees, at any time and from time, as requested by Landlord, upon
not less than ten (10) days prior notice, to execute and deliver without
cost or expense to the Landlord a statement certifying that this Lease in
unmodified and in full force and effect (or if there have been
modifications that the same is in full force and effect as modified and
stating the modifications), certifying the dates to which the Minimum
Monthly Rent and Additional Rent have been paid, stating whether or not,
to the best knowledge of the Tenant, the
24
<PAGE>
Landlord is in default in performance of any of its obligations under
this Lease, and if so, specifying each such default of which the Tenant
may have knowledge and stating any other information reasonably
requested.
30.2 It is intended that any such statement delivered to the Landlord pursuant
to Article 30 may be relied upon by any prospective purchaser of the
Demised Premises or any mortgagee or any assignee of any mortgage upon
the leasehold, the fee and/or the Demised Premises or any proposed lessee
of all or any part of same.
ARTICLE 31 - PARTIES BOUND
31.1 The obligations of this Lease shall bind and benefit the successors and
assigns of the parties with the same effect as if mentioned in each
instance where a party is named or referred to, except that no violation
of the provisions of Article 16 shall operate to vest any rights in any
successor or assignee of Tenant and that the provisions of this Article
31 shall not be construed as modifying the conditions or limitation
contained in Article 20, However, the obligations of Landlord under this
Lease shall not be binding upon Landlord herein named with respect to any
period subsequent to the transfer of its interest in the Demised Premises
as owner or lessee thereof and in the event of such transfer said
obligations shall thereafter be binding upon each transferee of the
interest of Landlord herein named as such owner or lessee of the Demised
Premises, but only with respect to the period ending with a subsequent
transfer within the meaning of this Article 31 and such transferee, by
accepting said interest, shall be deemed to have assumed such obligations
except only as may be expressly otherwise provided in this Lease. A sale,
assignment of, or lease of Landlord's entire interest in the entire
premises as owner thereof, shall be deemed a transfer within the meaning
of this Article 31.
31.2 Tenant shall look solely to Landlord's interest in the Demised Premises
(or the proceeds thereof) for the satisfaction of Tenant's remedies for
the collection of a judgment ( or other judicial process) requiring the
payment of money by Landlord in the event of any default by Landlord
hereunder, and no other property or assets of Landlord or Landlord's
transferees shall be subject to levy, execution or other enforcement
procedure for the satisfaction of Tenant's remedies under or with respect
to either this Lease, the relationship of Landlord and Tenant hereunder
or Tenant's use and occupancy of the Demised Premises.
25
<PAGE>
ARTICLE 32 - FORCE MAJEURE
32.1 Except as otherwise expressly provided for herein, this Lease and the
obligations of Tenant to pay rent hereunder and perform all of the other
covenants, agreements, terms, provisions and conditions hereunder on the
part of Tenant to be performed shall in no way be affected, impaired or
excused because Landlord is unable to fulfill any of its obligations
under this Lease, or is unable to supply or is delayed in supplying any
service, expressed or implied, to be supplied 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 any cause beyond
Landlord's reasonable control, including, but not limited to, Acts of
God, strikes, labor troubles, shortage of materials, government
preemption in connection with a national emergency or by reason of the
conditions of supply and demand which have been or are affected by war,
hostilities or similar emergency; provided that Landlord shall in each
instance exercise reasonable diligence to effect performance as soon as
possible. It is agreed that the Landlord shall not be required to incur
any overtime or additional expenses in Landlord's reasonable diligence to
effect the performance of any of the Landlord obligations in this Lease
contained.
ARTICLE 33 - SECURITY DEPOSIT
33.1 The Tenant will deposit with Landlord upon the signing of this Lease a
security deposit in the amount set forth on the Summary of Basic Lease
Provisions ("Security Deposit"). The Security Deposit shall be held by
the Landlord during the term of this Lease and any renewal or extension.
The Landlord may deduct from the Security Deposit any expenses incurred
in connection with the Tenant's violation of any agreement, term or
condition contained in this Lease. If the amount of damage caused by
Tenant's violation of any of the agreements, terms or conditions of this
Lease exceeds the Security Deposit, the Tenant shall pay the additional
amount of the damages to the Landlord upon demand. If the Landlord uses
the Security Deposit or any part of it during the Lease Term, the Tenant
shall upon demand pay the Landlord for the amount spent. The amount of
the Security Deposit is to remain constant throughout the Lease Term and
any renewal or extension of this Lease. The Security Deposit is not to be
used by the Tenant for the payment of rent. The Landlord shall repay to
the Tenant any balance remaining within a reasonable time after the end
of the Lease Term or any applicable renewal or extension. The Tenant
shall not be entitled to interest on the Security Deposit.
ARTICLE 34 - GENDER/TENSES
34.1 The necessary grammatical changes required to make the provisions of this
Lease apply in the plural sense where there is more than one Landlord or
Tenant and to either corporations, associates, partnership or
individuals, males or females, shall in all instances be assumed as
though in each case fully expressed.
26
<PAGE>
ARTICLE 35 - TAXES ON TENANT'S PROPERTY
35.1 Tenant shall be liable for all taxes levied or assessed against any
personalty, fixtures and equipment installed or maintained by Tenant in
the Premises. If any such taxes are levied or assessed against Landlord,
Tenant shall pay Landlord, upon demand, all taxes for which Tenant is
liable as aforesaid.
ARTICLE 36 - BROKERS
36.1 Except as identified on the Summary of Basic Lease Provisions, Landlord
and Tenant represent that no broker is involved in this transaction or
brought about this Lease. Landlord and Tenant agree to indemnify and hold
each other harmless against any liability which either is legally
obligated to discharge and which is imposed wholly or partly because of a
relationship with any broker, agent or its representative other than
specified above.
ARTICLE 37 - GENERAL PROVISIONS
37.1 The laws of the State of New Jersey shall govern the validity performance
and enforcement of this Lease and any dispute arising hereunder shall be
adjudicated in a forum located in the State of New Jersey.
37.2 The invalidity of one or more phrases, articles, sections, sentences,
clauses or paragraphs contained in this Lease shall not affect the
remaining portions of this Lease or any part thereof, and in the event
that any one or more of the phrases, articles, sections, sentences,
clauses or paragraphs contained in this Lease shall be deemed invalid,
this Lease shall be construed as if such invalid phrases, articles,
sections, sentences, clauses or paragraphs had not been inserted herein.
37.3 Tenant shall not record this Lease nor any Memorandum of Lease.
ARTICLE 38 - RENEWAL OPTION
38.1 Provided Tenant has not defaulted under the terms of this Lease, Tenant
shall have the right to extend the term of this Lease from the date upon
which this Lease would otherwise expire for the period set forth on the
Summary of Basic Lease Provisions ("Extended Period"). If Tenant elects
to exercise said option, it shall do so by giving notice of such election
to Landlord on or before the date which is one (1) year prior to the
termination of the then Lease Term. Tenant agrees that it shall have
forever waived its right to exercise any such option if it shall fail for
any reason whatsoever to give such notice to Landlord by the time
provided for the giving of such notice, whether such failure is
inadvertent or intentional, time
27
<PAGE>
being of the essence as to the exercise of said option. Upon the proper
exercise of this option by Tenant, the Lease Term shall be automatically
extended for the Extended Period covered by the option so exercised
without execution of an extension or renewal lease. The Lease during the
Extended Period shall be upon the same terms and conditions as are in
effect immediately preceding the commencement of such Extended Period,
except that Tenant shall have no right or option to extend the term for
any period of time beyond the expiration of the Extended Period and
except that in the Extended Period the Minimum Annual Rent and The
Minimum Monthly Rent shall be adjusted as provided on the Summary of
Basic Lease Provisions. Any termination, expiration, cancellation or
surrender of this Lease shall terminate any right or option for the
Extended Period not yet exercised. Such options to extend the term of
this Lease may not be severed from this Lease or separately sold,
assigned or otherwise transferred.
ARTICLE 39 - SUMMARY OF BASIC LEASE PROVISIONS
39.1 The Summary of Basic Lease Provisions attached to the front of this Lease
is hereby incorporated into and made a part of this Lease by this
reference.
IN WITNESS WHEREOF, Landlord and Tenant have signed their names and
affixed their seals the day and year first above written.
WITNESS\ATTEST: LANDLORD
Carduners Property Partnership
By: /s/ Robert Carduner
- ------------------------- --------------------------------
Robert Carduner, Partner
WITNESS\ATTEST: TENANT
Yardville National Bank
/s/ By: /s/
- ------------------------- ---------------------------------
28
