EXHIBIT 10.13
AGREEMENT OF LEASE
BETWEEN: ATLANTIC CONSTRUCTION INC., a company duly incorporated
under the law, herein acting and represented by ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, its President, hereunto duly authorized as he
declares,
(hereinafter referred to as "Landlord")
AND: WESCO DISTRIBUTION CANADA INC., a body politic and
corporate, duly incorporated under the Law, and having an
office in the City of Pittsburgh, State of Pennsylvania,
U.S.A., located at Riverfront Center, herein acting and
represented by ▇▇▇ ▇. ▇▇▇▇▇, its President and Chief
Executive Officer duly authorized as he declares,
(hereinafter referred to as "Tenant")
1. DESCRIPTION AND LEASE OF PREMISES
The Landlord in consideration of the rentals and other obligations of the
Tenant herein set forth, hereby leases to the Tenant, the latter accepting, the
location bearing civic number ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇,
consisting of an area of approximately ninety-seven thousand (97,000) square
feet and the land upon which it is erected, the whole as outlined on the plan
hereto attached as Schedule "A" (hereinafter referred to as the "Leased
Premises").
The building containing the Leased Premises (hereinafter referred to as the
"Building") is situated on the emplacement described in Schedule "B" hereto
attached.
Landlord will, within thirty (30) days after the occupation of the Leased
Premises by the Tenant, furnish the latter with a certificate of its architect
attesting to the area of the Leased Premises. Said certificate shall be based
on outside measurements and shall be final and binding upon the parties hereto.
2. TERM OF LEASE
The Term of this Lease shall commence on September 16, 1994 and shall
terminate on the last day of July 1999 unless sooner terminated under the
provisions hereof (hereinafter referred to as the "Term").
3. USE OF PROPERTY
Tenant covenants that the Leased Premises shall be used solely for the
purpose of office space and warehousing and for no other purpose. Storage shall
be permitted outside the Leased Premises on the Thirty-five thousand (35,000)
square feet of yard space on the south side of the Leased Premises during the
Term.
Notwithstanding the foregoing, Landlord shall have the right to reclaim the yard
space without financial penalty on thirty (30) days written notice to the Tenant
of its need for the yard space. All such storage shall be in conformity with
municipal regulations.
4. RENTAL ON NET RETURN BASIS
It is intended that the Base Rent provided for in this Lease shall be an
absolute net return to Landlord for the Term of this Lease, free of any and all
costs, expenses of any nature whatsoever, taxes and charges with respect to the
Leased Premises, other than any income or profit taxes which may be levied
against Landlord and any interest or amortization charges of Landlord in respect
of any hypothecs and except as otherwise herein stipulated.
5. BASE RENT
Subject to and under reserve of the terms and conditions contained in
Article 46.3 and Schedule D hereof, Tenant covenants and agrees to pay to
Landlord in lawful money of Canada without deduction, abatement or set off, an
annual Base Rent as follows:
a) During the first three (3) years of the Term a sum of Three hundred
fifteen thousand dollars ($315,000.00) payable in equal consecutive
monthly installments of Twenty-six thousand two hundred and fifty
dollars ($26,250.00) each;
b) During the last two (2) years of the Term a sum of Three hundred
thirty-seven thousand five hundred dollars ($337,500.00) payable in
equal consecutive monthly
2
installments of Twenty-eight thousand one hundred twenty-five dollars
($28,125.00) each, the whole without deduction, abatement or set-off
and payable in advance on the first (1st) day of each month during the
Term, with the applicable Goods and Services Taxes and Quebec Sales
Taxes and any other similar taxes which may be levied in the future by
any governmental authority (hereinafter referred to as the "Base
Rent").
Such Base Rent has been calculated on an area of Ninety thousand (90,000)
square feet which area the parties irrevocably agree to use for the calculation
of Base Rent.
The Base Rent and other charges as herein provided shall be paid to
Landlord and/or its nominee at the office of the Landlord, 7077 ave. du Parc,
Suite 600, Montreal, Quebec H3N lX7, or at such other place in Canada as shall
be designated by Landlord in writing to Tenant.
Should the Tenant continue to occupy the Leased Premises after the expiry
of the Term without a written agreement, there shall be no tacit renewal and the
Tenant shall pay the Landlord Base Rent and other charges for the period of
occupancy as set out in this Lease plus fifty percent (50%) thereof, without
prejudice to such further damage claims as may be available to the Landlord
against the Tenant. However, the Tenant is not to have the right to such
occupancy beyond the expiry of the Term.
6. ADDITIONAL RENTAL
Subject to and under reserve of the terms and conditions contained in Article
46.3 and Schedule D hereof and without limiting the obligations of Tenant, the
Tenant shall pay its proportionate share of the following items, which
Proportionate Share is the product of the fraction of which the area of the
Leased Premises is the numerator and the total Leasable area of the Building is
the Denominator (hereinafter referred to as the "Proportionate Share"):
A) TAXES
Within thirty (30) days of receipt by Tenant of proof of payment by the Landlord
and a written statement of the taxes set out in this paragraph the Tenant will
in each and every year during the term of this Lease pay to the Landlord,
whether they be special or general, its Proportionate Share of all property
taxes, municipal taxes, school taxes, surtax on non-residential immoveables,
ecclesiastical taxes, rates including local improvement rates, duties and
assessments and any tax on capital pertaining to the Leased Premises that may be
levied, rated, charged or assessed against the Building and/or all equipment and
facilities thereon or therein, and/or the land and appurtenant land on which the
Building is situated and/or any property on or in the Building owned or brought
3
thereon or therein by Landlord or Tenant, and their respective officers, agents,
employees, servants, visitors or licensees and/or Tenant in respect thereof,
whether such taxes, rates, duties or assessments are charged by a municipal,
school or any other body of competent jurisdiction. Upon payment by the Tenant
as provided for in this paragraph, the Landlord will pay and will indemnify and
keep indemnified the Tenant from and against any and every tax, rate, charge,
duty and assessment referred to in this paragraph with respect to the Building
and the lands appurtenant thereto.
The Tenant shall be solely responsible to pay its share of municipal
surtaxes on non-residential immoveables that may be levied, charged, rated or
assessed against the Building. Landlord may from time to time, or at any time,
in its reasonable discretion revise its method for charging for such surtax,
based either on the proportion allotted by the Municipality or based on the
Tenant's Proportionate Share.
The foregoing taxes in respect of the first and last years of the Term shall be
adjusted between Landlord and Tenant.
B) OTHER EXPENSES
The Tenant shall pay its Proportionate Share of:
i) the expense required to keep the exterior of the Leased Premises in
good order and condition and to keep the sidewalks, curbs, lawns and
grounds in and about the Leased Premises in good condition, clean and
free of snow and ice and properly landscaped.
ii) the reasonable cost of all goods and services furnished, employed or
utilized in the operation, administration, maintenance, repair,
supervision and management of the Building and of the common areas;
iii) the salaries, wages and costs related to fringe benefits and pension
plan benefits of the employees of the Landlord exclusively engaged in
the operation, administration, maintenance, repair, supervision and
management of the Building;
iv) the reasonable cost of modifications, improvements and additions to
the Building and to the equipment thereof as well as the equipment or
specialized services necessary for the establishment, in the Building,
of energy conservation measures, when, in the opinion of the Landlord
and the Tenant, these costs are likely to reduce the operating
expenses of the Building or improve the welfare or the security of the
tenants of the Building or when the foregoing are required by law.
4
v) the capital cost, reasonably calculated according to a method of
depreciation reasonably determined by the Landlord, of work or of
equipment required for the operation, administration, maintenance,
repair, supervision, management, modification or improvement of the
Building or the common areas or of energy conservation measures as
well as interest as hereinafter stipulated.
vi) the reasonable expenses incurred to redo, improve, modify or increase
the insulation of the Building when, in the opinion of an expert in
such matters, such expenses may reduce the electricity costs or gas
consumed in the Leased Premises;
vii) the sprinkler maintenance and its monitoring alarm connection with a
central security company;
viii) the reasonable cost of works, replacements or of repairs made to the
Building, except those relating to the structure and roof of the
Building which shall be paid by the Landlord, unless caused by the
fault or negligence of the Tenant or by those for whom it is in law
responsible. The term "structure" means the foundations and the frame
of the Building. Tenant shall, also, not be responsible for any
repairs of capital nature to the Building which for the purpose
hereof shall be repairs of a replacement nature which give
significant added value to the Building.
ix) Insurance
---------
During the whole of the Term, the Tenant will pay its Proportionate Share
of all premiums with respect to insurance to be placed by Landlord on the
Building and described as follows:
i) Fire, Extended Coverage and Malicious Damage insurance for the
full replacement cost of the Building, improvements and equipment
and in addition upon the full annual rental income thereof.
ii) Broad boiler and Unfired Pressure Vessels insurance, including
Repair or Replacement and rental income coverages in an amount
reasonably satisfactory to Landlord;
iii) such other insurance as institutional lenders may require or as
it may be or may become customary for owners of property to carry
as respects loss of or damage to the Leased Premises or liability
arising therefrom, specifically including any insurance required
by reason of the introduction by or on behalf of Tenant, and/or
its sub-tenants of any radioactive materials or substances into
the Leased Premises.
5
All policies of insurance shall contain a provision of cross liability or
severability of interest as between the Landlord and the Tenant. All other
policies referred to above shall contain a waiver of subrogation rights
which the Landlord's insurers may have against the Tenant, the Tenant's
insurers and persons under the Tenant's care and control. The Landlord
hereby releases and waives any and all claims against the Tenant and those
for whom the Tenant is in law responsible with respect to the occurrences
insured against by the Landlord hereunder. The Landlord shall from time to
time furnish the Tenant with certified copies of all insurance policies and
the renewals thereof upon request.
Tenant will pay the amount of any increase in insurance premiums on the
whole of the Building of which the Leased Premises form part if such
increase is caused by Tenant's operations in the Leased Premises, or
anything brought therein by Tenant.
The following shall not be included in the operating expenses, such cost to
be assumed by the Landlord exclusively:
i) any repairs to the roof or any structural repairs to the Building;
ii) any repairs of a capital nature to the Building and the land;
iii) any modification or improvement to the Building and the land unless
same has been previously approved by the Tenant it being understood
that the Tenant may withhold such approval without necessity of
justification, and the whole subject to article 6 (v), 6 (vii) and 6
(ix) hereof.
iv) any repairs to the tile floor of the warehouse area;
Items due pursuant to this article 6 hereunder shall also be paid to
Landlord by Tenant Thirty (30) days after receipt of Landlord's invoice for
same.
7. METHOD OF PAYMENT
Notwithstanding anything to the contrary hereinabove contained, the
Landlord may, at its reasonable option, instead of billing individually for
taxes and other items to be paid by the Tenant, as hereinabove stipulated,
estimate the amounts payable by the Tenant under the provisions of this Lease
for such periods as the Landlord may determine, the Tenant hereby agreeing to
pay to the Landlord such amounts in monthly instalments in advance during said
period together with the rental payments as hereinabove provided. At the
expiration of the period of which such estimated payments have been made, the
Landlord shall furnish to the Tenant a certified statement showing
6
in reasonable details the actual amount required to be paid under the provisions
hereof. If the amounts actually due by the Tenant for such period exceed the
amount so collected by the Landlord, the Tenant shall pay same within thirty
(30) days after receipt of ▇▇▇▇▇▇▇▇ therefore, and if the amounts due by the
Tenant for the said period are less than the amount actually collected by the
Landlord, then the Landlord shall credit same to the next ensuing payments
becoming due by the Tenant to the Landlord.
All sums due by the Tenant to the Landlord in virtue of this Lease will be
considered as rent for all legal purpose.
8. DIRECT PAYMENTS
a) PAYMENT FOR BUSINESS TAX, LICENCES ETC.
Tenant shall be responsible for and pay all business taxes, and similar
taxes levied with respect to the Leased Premises as well as the costs of
any licences and permits required by the Tenant.
b) INSURANCE
Tenant covenants that nothing will be done or omitted to be done
whereby any policy shall be cancelled or the Leased Premises rendered
uninsurable.
Throughout the term of this Lease and any renewal thereof, the Tenant
shall take out and keep in force:
(i) comprehensive general liability insurance with respect to the
business carried on in or from the Leased Premises and the use
and occupancy thereof for bodily injury and death and damage to
the property of others in an amount of at least two million
dollars ($2,000,000.00) for each occurrence or such greater
amount as the Landlord may from time to time reasonably require;
(ii) all risks insurance including the perils of fire, extended
coverage, leakage from sprinkler and other fire protective
devices, earthquake, collapse and flood in respect to furniture,
equipment, inventory and stock-in-trade, fixtures and leasehold
improvements located within the Leased Premises and such other
property located in or forming part of the Leased Premises,
including all mechanical or electrical systems (or portions
thereof) installed
7
by the Tenant in the Leased Premises, the whole for the full
replacement cost (without depreciation) in each such instance.
(iii) if any boiler or pressure vessel is operated in the Leased
Premises, boiler and pressure vessel insurance with respect
thereto;
(iv) glass and plate-glass insurance to the full replacement cost
thereof;
(v) such additional insurance as the Landlord, acting reasonably,
may from time to time require.
All policies of insurance shall provide that they will not be canceled
or permitted to lapse unless the insurer notifies the Landlord in writing
at least thirty (30) days prior to the date of cancellation or lapse. Each
such policy shall name the Landlord and any other party reasonably required
by the Landlord as an additional insured as its interest may appear. Each
comprehensive general liability insurance policy will contain a provision
of cross-liability or severability of interest as between the Landlord and
the Tenant. All other policies referred to above shall contain a waiver of
subrogation rights which the Tenant's insurers may have against the
Landlord, the Landlord's insurers and persons under the Landlord's care and
control. The Tenant hereby releases and waives any and all claims against
the Landlord and those for whom the Landlord is in law responsible with
respect to occurrences required to be insured against by the Tenant
hereunder. The Tenant shall from time to time furnish the Landlord with
certificates of insurance policies and the renewals thereof.
The Landlord hereby releases and waives any and all claims against the
Tenant and those for whom the Tenant is in law responsible with respect to
occurrences required to be insured against by the Landlord hereunder.
Should the Tenant fail to take out or keep in force such insurance,
the Landlord will have the right to do so and to pay the premiums therefore
and in such event the Tenant shall repay to the Landlord the amount paid as
premiums as additional rent within thirty (30) days after receipt of
invoice.
c) UTILITIES
Subject to and under reserve of the terms and conditions contained in
Schedule D hereof, the Tenant shall pay for the consumption in the Leased
Premises of electricity, water, heat, gas and for telephone, pest control
and garbage removal services, and all public utilities with respect to the
Leased Premises, directly to the utility companies levying said charges.
8
The Tenant shall, at its cost, suitably heat the Leased Premises
during the customary heating season. The Landlord represents and warrants
to the Tenant that all heating equipment presently located in the Leased
Premises is in good working order during the Term subject to regular
maintenance thereof.
Notwithstanding anything contained in this article 8, should any of the
expenses presently billed to the Tenant be invoiced to the Landlord in future
the Tenant agrees to immediately reimburse the Landlord for these expenses.
9. FAILURE OF TENANT TO PERFORM
If Tenant fails to pay any taxes, rates, insurance premiums, charges or
debts which it owes or has herein covenanted to pay, Landlord may pay the same
and shall be entitled to charge the sums so paid to Tenant who shall pay them
within thirty (30) days after receipt of invoice and Landlord. In addition to
any other rights, Landlord shall have the same remedies and may take the same
steps for the recovery of all such sums as it might have and take for the
recovery of rent in arrears under the terms of this Lease; all arrears of rent
and any monies paid to Landlord hereunder shall bear interest from the date of
default at the rate equal to that charged by the Toronto Dominion Bank in
Montreal to its most credit worthy commercial customers plus five percent (5%)
per annum.
10. DEFAULT
Without prejudice to all of the rights and recourses available to the
Landlord, the following shall be considered defaults under the terms of this
Lease:
(a) in the event that Tenant shall be in default under any provision of
this Lease providing for the payment of Base Rent or additional rent
or any other charges, after fifteen (15) days written notice to the
Tenant from the Landlord;
(b) in the event that Tenant shall be adjudicated a bankrupt or make any
general assignment for the benefit of creditors, or take, or attempt
to take, the benefit of any insolvency or Bankruptcy Act, or if a
petition in bankruptcy shall be maintained against Tenant, or if a
receiver or trustee be appointed to the property of Tenant, or any
part thereof, or any execution be issued pursuant to a judgment,
rendered against Tenant or pursuant to this Lease in which such event
shall not be discharged within thirty (30) days;
9
(c) in the event that Tenant shall be in default in observing any covenant
herein contained and/or performing any of its obligations contained in
this Lease (other than a default in the payment of rent or additional
rent) and such default shall continue for fifteen (15) days after
written notice specifying such default shall have been given to Tenant
by Landlord and provided Tenant has not started to remedy such default
and to diligently pursue such remedial action within said delay.
In the event of any default under the terms of this Lease, the Landlord
without prejudice to any rights or remedies it may have hereunder or by law
shall have the right to terminate this Lease forthwith upon written notice given
to Tenant by Landlord. Tenant upon such a termination of this Lease shall
thereupon quit and surrender the Leased Premises to Landlord and Landlord, its
agents and servants may immediately or at any time thereafter, re-enter the
Leased Premises and dispossess Tenant, and remove any and all persons and any or
all property therefrom whether by summary dispossession proceedings or by any
suitable action or proceeding at law, or by force or otherwise without being
liable to prosecution or damages therefore.
In case of any termination, or in case Tenant, in the absence of such
termination, shall be dispossessed by or at the instance of Landlord in any
lawful manner, whether by force or otherwise, Base Rent and Additional Rent for
the then current month and for the next six (6) months succeeding the date of
such termination or dispossession shall immediately become due and payable (as
accelerated rent) and this Lease shall immediately, at the reasonable option of
the Landlord, become forfeited and terminated, and the Landlord may, without
notice of any form of legal process, forthwith re-enter upon and take possession
of the Leased Premises and remove the Tenant's effects therefrom, the whole
without prejudice to and under reserve of all of the rights and recourses of the
Landlord to claim any and all losses and damages sustained by the Landlord by
reason of and arising from any default of the Tenant.
Landlord will use its best efforts to mitigate damages in the event of a
default by the Tenant.
11. SIGNS
Landlord shall have the right at all times during the term of this Lease to
place upon the Leased Premises a notice of reasonable dimensions and reasonably
placed, so as not to interfere with the business of Tenant, stating that the
Building is for sale and for six (6) months prior to the termination of this
Lease, Landlord shall have the right to place upon the Leased Premises a similar
notice that the Leased Premises are for rent and Tenant will not remove such
notice or knowingly permit same to be removed.
10
Tenant shall have the right to place any signs, advertisements, notices or
posters inside or outside the Leased Premises for the purposes of Tenant's
operations in and from the Leased Premises, the whole subject to Landlord's
consent which consent shall not be unreasonably withheld or delayed.
All such signs shall comply with the lawful requirements of municipal and
governmental authorities.
Neither the Tenant or anyone other than the Landlord will have the right to
place any signs for rent, sublet, etc. on the outside or inside of the Leased
Premises or on any adjacent building or property belonging to the Landlord.
The Tenant shall have the right at any time to list the Leased Premises or
any part thereof with any broker or agent for purposes of subleasing same.
12. EXHIBITION OF PREMISES
Landlord shall have the right, at any time upon twenty-four (24) hour
notice to the Tenant, during business hours, to exhibit the Leased Premises to
any prospective lender or purchaser or to any prospective Tenant during the last
Nine (9) months of the Term.
13. MAINTENANCE AND REPAIRS
Notwithstanding the provisions of the Civil code of Quebec, the Tenant, at its
own expense, shall operate, maintain and keep the Leased Premises including all
facilities, equipment and services, both inside and outside, available to the
Tenant exclusively, in such good order and condition, as they would be kept by a
careful owner, and shall promptly, if known, make all needed repairs and
replacements to the Leased Premises, which a careful owner would make,
including, without limitations, the water, gas, drain and sewer connections,
pipes and mains, electrical wiring, water closets, sinks and accessories
thereof, and all equipment belonging to or connected with the Leased Premises or
used in its operation, including the heating and air conditioning systems
therein.
The Tenant undertakes to obtain and pay for such maintenance, repair, and
replacement service and/or insurance contracts with respect to the foregoing;
the whole without prejudice to the other obligations of the Tenant with respect
to same. The Tenant shall forward, upon request, to the Landlord copies of such
contracts and evidence of renewals thereof during the continuance of this Lease.
11
Notwithstanding the other provisions of this article, Tenant shall not be
responsible for the execution of and the payment of any repairs to the roof, any
structural repairs, any repairs of a capital nature and any repair to the tile
floors in the warehouse area unless caused by fault of the Tenant or by those
for whom it is in law responsible.
14. SUBLETTING AND ASSIGNMENT
Subject to the provisions hereinafter detailed, the Tenant shall have the
right to sublet the Leased Premises or assign its rights in the present Lease
with the consent of the Landlord which consent shall not be unreasonably
withheld or delayed and provided that the Leased Premises are utilized only for
the purposes stipulated in article 3 hereof. Notwithstanding such subletting
and assignment, the Tenant shall remain solidarily liable with such sublessee or
assignee for the performance of all the terms and conditions of the present
Lease.
It is understood and agreed that notwithstanding the terms of Article 1873
of the Civil Code of Quebec any such assignment consented to by the Landlord
shall in no way acquit the Tenant of its obligations stipulated in this Lease.
Sales aggregating fifty percent (50%) or more of the capital issued voting
stock of Tenant (if Tenant is a non-public corporation) or transfers aggregating
fifty percent (50%) or more of Tenant's partnership shall be deemed to be an
assignment of this Lease. As used in the foregoing sentence, the word "Tenant"
shall also mean any entity which has guaranteed Tenant's obligations under this
Lease and the prohibition hereof shall be applicable to any sales or transfers
of the stock or partnership interest of said guarantor.
Notwithstanding anything to the contrary in this Section 14, so long as
Wesco Distribution Inc. is Tenant under this Lease, is not in default of any of
the terms and conditions hereof, and has fully and faithfully performed all of
the terms and conditions of the Lease, Tenant shall have the right to assign
this Lease without Landlord's consent, at any time during the Term of this
Lease, to the purchaser in connection with the sale by Tenant of all or
substantially all of its assets, provided: (i) the net assets of the assignee
corporation shall not be less than the net assets of Tenant at the time of the
signing of this Lease; (ii) the assignee corporation provides Landlord with
audited financial statements certifying such net assets; (iii) such assignment
does not adversely affect the quality and type of business operation which
Tenant has conducted theretofore; and (iv) such assignee shall assume in
writing, on a form acceptable to Landlord, all of Tenant's obligations hereunder
and Tenant shall provide Landlord with a copy of such assumption/assignment
document.
Tenant shall remain solidarily liable with any such assignee.
12
Tenant shall pay Landlord a fee of Three hundred dollars ($300.00) in
connection with the sublease or assignment hereunder.
15. INSPECTION AND REPAIR
Landlord and its agents shall have the right, at all reasonable times and
upon prior reasonable notice save in the event of an emergency during the Term
of this Lease to enter the Leased Premises to examine the condition thereof and
to ascertain whether Tenant is performing its obligations hereunder, and Tenant
shall make any repairs which Landlord deems reasonably necessary as a result of
such examination through professional tradesmen approved by the Landlord which
approval may not be unreasonably withheld. If Tenant fails to make any such
repairs within a maximum of Ten (10) days or less if Landlord deems reasonably
necessary after notice from Landlord requesting Tenant to do so, provided that
such repairs may reasonably be made within the said period, or Tenant has not
diligently commenced to pursue same, Landlord may, without prejudice to any
other rights or remedies it may have, make such repairs and charge the cost
thereof to Tenant. Nothing in this Clause shall be construed to obligate or
require Landlord to make any repairs but Landlord shall have the right at any
time to make any emergency repairs without notice to Tenant and charge the
reasonable cost thereof to Tenant. Any costs chargeable to Tenant hereunder
shall be payable within thirty (30) days after receipt of invoice as additional
rent and shall bear interest at the rate herein above mentioned.
16. DESTRUCTION OF PREMISES
Provided, and it is hereby expressly agreed that if and whenever during the
Term hereby leased, the Building or the portion of the Building hereby leased
shall be destroyed or damaged by fire, lightning or tempest, or any of the other
perils insured against under the provisions hereunder, then and in every such
event:
(a) If the damage or destruction is such that the portion of the Building
hereby leased, or the Building, is rendered wholly or partially unfit
for occupancy or it is impossible or unsafe to use and occupy it and
if in either event the damage, in the reasonable opinion of Landlord's
architect to be given to Tenant within thirty (30) days of the
happening of such damage or destruction, cannot be repaired with
reasonable diligence within one hundred and twenty (120) days from the
happening of such damage or destruction, then either Landlord or
Tenant may within Five (5) days next succeeding the giving of the
Landlord's architect's opinion as aforesaid, terminate this Lease by
giving to the other notice in writing of such termination, in which
event this Lease and the term hereby leased shall cease and be at an
end as of
13
the date of such destruction or damage and the rent and all other
payments for which Tenant is liable under the terms of this Lease
shall be apportioned and paid in full to the date of such destruction
or damage; in the event that neither Landlord or Tenant so terminate
this Lease, the Landlord shall repair the said Building with all
reasonable speed and the rent hereby reserved shall ▇▇▇▇▇ from the
date of the happening of the damage until the damage shall be made
good to the extent of enabling Tenant to use and occupy the Leased
Premises in Tenant's reasonable opinion;
(b) If the damage be such that the portion of the Building hereby leased
is wholly unfit for occupancy, or if it is impossible or unsafe to use
or occupy it but if in either event the damage, in the reasonable
opinion of Landlord's architect, to be given to Tenant within thirty
(30) days from the happening of such damage, can be repaired with
reasonable diligence within one hundred and twenty (120) days of the
happening of such damage, then the rent hereby reserved shall ▇▇▇▇▇
from the date of the happening of such damage until the damage shall
be made good to the extent of enabling Tenant to use and occupy the
Leased Premises and Landlord shall repair the damage with all
reasonable speed;
(c) If, in the opinion of the Landlord's architect, the damage can be made
good, as aforesaid, within one hundred and twenty (120) days of the
happening of such destruction or damage and the damage is such that
the portion of the Building leased is capable of being partially used
for the purposes for which it is hereby leased, then until such damage
has been repaired the rent shall ▇▇▇▇▇ in the proportion that the part
of the portion of the Building leased is rendered unfit for occupancy
bears to the whole of the said portion of the Building leased and
Landlord shall repair the damage with all reasonable speed.
Should any mortgage creditor who may have an interest in any insurance
proceeds refuse to permit the use of such proceeds for the repair, replacement,
rebuilding and/or restoration as hereinabove provided and for the payment of
amounts expended for such purposes, then the Landlord's obligation to repair or
rebuild as provided for hereinabove shall cease and shall be null and void and
the Lease shall be canceled effective as of the date of the damage, unless, the
Landlord, at the Landlord's sole option, chooses to repair or rebuild.
17. IMPROVEMENTS AND ALTERATIONS
The Tenant shall not make any alterations or repairs to the Leased
Premises, or any other part of the Building, or wires, pipes or other services
to be run into the Building without first
14
obtaining the written consent of the Landlord, which consent shall not be
unreasonably withheld or delayed. Any amounts owing under the terms of this
Article shall be payable on demand as additional rent.
However in the event that the Landlord shall grant permission to the Tenant
to execute the said work for its own account (which permission shall be
reasonably determined by the Landlord), then the said work shall be subject to
the following conditions:
(i) Tenant shall furnish to Landlord plans and specifications showing in
reasonably complete detail the work proposed to be carried out and the
estimated cost thereof and Landlord shall approve or reject such plans
and specifications within fifteen (15) days after receipt of the same. If
such plans and specifications are approved, all work shall be carried out
in compliance therewith.
(ii) The value of the Leased Premises shall not, as a result of any work
proposed to be carried out by Tenant, be less than the value of the
Leased Premises before the commencement of such work and Landlord shall
be the sole judge of such value.
(iii) All work shall be carried out with reasonable dispatch and in a good
workmanlike manner and in compliance with all applicable permits,
authorizations and building and zoning by-laws and with all regulations
and requirements of all competent authorities having jurisdiction over
the Leased Premises.
(iv) The Leased Premises and the Building shall at all times be free of all
legal hypothecs (construction) and any charges whatsoever.
(v) If the cost of any work shall be in excess of Five thousand dollars
($5,000.00) as reasonably estimated by Tenant, Landlord may require
Tenant to furnish security satisfactory to Landlord guaranteeing the
completion of the work and the payment of the cost thereof free and clear
of all privileges and charges of any nature whatsoever.
(vi) Tenant shall maintain Workmen's Compensation insurance covering all
persons employed in connection with the work and shall produce evidence
of such insurance to Landlord and shall also maintain such general
liability insurance for the protection of Landlord and Tenant as Landlord
may require.
All work whether executed by the Landlord or the Tenant, whether
structural or not, when completed, shall be comprised in, and form part of the
Leased Premises and shall be subject to all the provisions of this Lease and
Tenant shall not have any right to claim compensation therefore. At the
expiration of this Lease, Tenant shall be required to repair any damage to the
Leased
15
Premises caused by removing any of its personal property, reasonable wear and
tear and casualty damage excepted.
18. EXPIRATION OF LEASE
The Tenant shall at the expiration or earlier termination of the term of
this Lease peaceably surrender and yield up unto the Landlord the Leased
Premises together with all buildings, alterations, replacements, additions,
erections, and improvements (leasehold or otherwise), including, but not limited
to electrical installations, electric or other fixtures, offices, partitions,
divisions, air-conditioning and heating equipment, paneling, built-in furniture,
wall-to-wall carpets, carpets or other floor coverings, attached cabinets, or
other attached equipment, wiring, switches, meters, meter boxes and
transformers, which at any time during the term hereof shall be placed, made,
installed, fixed or attached therein or thereon by the Tenant, in good repair
and condition, subject to reasonable wear and tear only, and without any
compensation whatsoever being allowed to the Tenant for same.
Tenant hereby renounces any right to terminate the Lease in accordance with
the terms of article 1605 of the Civil Code of Quebec.
19. COMPLIANCE WITH LAWS AND REGULATIONS
The Tenant shall, at its own expense, promptly comply with the requirements
of every applicable statute, law and ordinance and with every applicable lawful
regulation in relation to its use or occupation of the Leased Premises or with
respect to any equipment found therein or with respect to any requirements of
the Landlord's insurers. The Landlord certifies and warrants to the Tenant that
the Leased Premises are in compliance with all applicable laws, ordinances,
rules, orders and regulations of any governmental authority or regulatory body
with jurisdiction thereof or any applicable insurance rating agency and that
there is no pollutant or contaminants in the Building or the land at the
commencement of the Term of this Lease and that said Building and land comply
with the environmental laws, regulations and policies applicable thereto.
20. INDEMNIFICATION
Except if caused directly by the negligence or negligent acts of the
Landlord, its employees, agents and invitees, the Landlord shall not be liable
nor responsible in any way for any injury of any nature whatsoever that may be
suffered or sustained by the Tenant or any employee, agent or customer of the
Tenant or any other person who may be upon the Leased Premises or for any loss
16
of or damages to any property belonging to the Tenant or to its employees or to
any other person while such property is on the Leased Premises and, in
particular (but without limiting the generality of the foregoing) the Landlord
shall not be liable for any damage or damages of any nature whatsoever to any
such property caused by the failure to supply adequate drainage, snow or ice
removal, or by reason of the interruption of any public utility or service or in
the event of steam, water, rain or snow which may leak into, issue, or flow from
any part of the Building or from the water, steam, sprinkler, or drainage pipes
or plumbing works of the same, or from any other place or quarter or for any
damage caused by anything done or omitted by any Tenant, but the Landlord shall
use all reasonable diligence to remedy such condition, failure or interruption
of the service when not directly or indirectly attributable to the Tenant, after
notice of same, when it is within its power and obligation to do so. Nor shall
the Tenant be entitled to any abatement of Base Rent or Additional Rent in
respect of any such condition, failure or interruption of service.
The Tenant will indemnify and save harmless the Landlord from and against
all fines, liability, damages, suits, claims, demands and actions of any kind or
nature which the Landlord shall or may become liable for or suffer by reason of
any breach, violation or non-performance by the Tenant of any covenant, term or
provision hereof or by reason of any injury (including death resulting at any
time therefrom) or damage to property occasioned to or suffered by any person or
persons including the Landlord by reason of any such breach, violation or non-
performance or of any wrongful act, neglect or default on the part of the Tenant
or any of its employees, officers, agents, or invitees.
21. ASSIGNMENT BY LANDLORD AND SUBORDINATION
Landlord declares that it may assign its rights under this Lease to a
lending institution as collateral security for a loan made to Landlord and in
the event that such an assignment is given and executed by Landlord and
notification thereof is given to Tenant by or on behalf of Landlord, it is
expressly agreed between Landlord and Tenant that this Lease shall not be
canceled or modified for any reason whatsoever without the consent in writing of
such lending institution.
Tenant hereby covenants and agrees that it will, if and whenever reasonably
required by Landlord and, at Landlord's expense, consent to and become a party
to any instrument or instruments permitting the Landlord to hypothecate or
otherwise encumber the Building of which the Leased Premises form part and to
subordinate this Lease to any hypothec or security document, provided Tenant
receives satisfactory confirmation of the full respect of its rights under this
Lease by anyone benefitting from said subordination.
17
22. EXPROPRIATION
If the whole or any part of the Building shall be expropriated or taken in
any manner for any public or quasi-public use or purpose, Landlord may at its
option, terminate this Lease by giving notice in writing to Tenant that the term
hereof shall expire upon the day when possession is required for such purpose,
and in the event of such expiration, Landlord shall have no liability to Tenant
of any nature, without prejudice to Tenant's claim against the expropriating
authority.
23. EXTENSIONS
The Landlord shall have the right at its option and from time to time
during the Lease Term to make extensions and/or additions and/or to add one (1)
or more additional floors or storeys onto all or part of the Building comprising
the Leased Premises.
Notwithstanding anything to the contrary in the foregoing, Landlord shall
use its best efforts not to interfere with access or visibility of the Leased
Premises during the construction of any such extensions or additions.
In the event the Landlord exercises said option, the Tenant agrees to
permit the Landlord to install and/or extend and/or add the required
improvements including supports, beams, wiring, piping, stairways, elevators,
ramps, vents, ducts, shafts and openings and the like and to close all windows
and openings which may be required to be closed as a consequence of such
construction, the whole without any claims for disturbance and/or inconveniences
and the like which may be caused to the Tenant, provided always that the
required work is carried out within a reasonable delay and that this article
shall not absolve or release the Landlord from liability in respect for damages
or any loss caused to the Tenant as a consequence of any wilful act of the
Landlord, its employees or representatives as a consequence of said additions
and/or extensions and provided that the Tenant shall be granted a proportionate
reduction in rent as compensation for loss of use of its inside floor space
(during the period and for the area of loss of use only). All of the foregoing
without any other claims by the Tenant against the Landlord for damages and loss
of use.
24. PUBLICATION
The Tenant shall have the right to publish the Lease, at its cost, which
Summary shall not contain any financial information whatsoever. Tenant shall,
prior to publication, furnish Landlord with a draft copy of the text of said
Summary, for its approval, which approval shall not be unreasonably withheld.
18
In addition, Tenant shall, at its own cost, at the expiration of the Term,
radiate the publication of the Lease from the Land Register.
25. FLOOR LOADING
Tenant shall not bring upon the Leased Premises or any part thereof any
machinery, equipment, article or thing that by reason of its weight or size
might damage the Leased Premises and will not at any time overload the floors of
the Leased Premises and if any damage is caused to the Leased Premises by any
machinery, equipment, article or thing or by overloading or by any act, neglect
or misuse on the part of Tenant or any of its invitees, agents or employees or
any person having business with Tenant, Tenant will forthwith pay to Landlord
any damages incurred by the latter.
26. PERMITS, ETC.
Tenant declares that it has and/or will obtain all necessary permits or licenses
in connection with the operation of its business in the Leased Premises and
further recognizes that it has no claim against the Landlord with respect to the
issuance of such permits or licenses.
27. INTERIOR AND EXTERIOR AREAS
The keeping of pets on the Leased Premises is prohibited.
The Tenant shall not use any part of the exterior parking and loading areas
or any other areas outside the Leased Premises for any purpose other than
parking, shipping or receiving in the areas designated by the Landlord for same
except as defined in Section 3.
28. DISTURBANCE
Notwithstanding anything to the contrary stipulated in the present Lease,
the Tenant will not hold the Landlord in any way responsible for any damages or
annoyance which the Tenant may sustain through the fault of any tenant who
occupies any premises adjacent to, near, above or under the Leased Premises or
from any person the Tenant allows to use or have access to the Leased Premises,
and renounces any claims it may have against the Landlord pursuant to Articles
1859 and 1861 of the Civil Code of Quebec.
19
29. ODOURS
The Tenant warrants that no noxious odours or dust or noise will emanate
from the Leased Premises as a result of the operations conducted by the Tenant
therein. Accordingly, the Tenant agrees that should such noxious odour, dust,
or noise condition exist, it will at its own cost and expense take such steps as
may be necessary to rectify the same after written notice from the Landlord.
Should the Tenant fail to commence to do so within seven (7) days or less in an
emergency situation and complete the same within a reasonable time, the Landlord
shall have the right to take reasonable measures to correct the situation and
the Landlord shall be entitled to recover the cost plus fifteen percent (15%)
administration thereof from the Tenant within thirty (30) days of receipt of
invoice. Such cost shall be considered as additional rental hereunder.
30. ENVIRONMENTAL MATTERS
During the term hereof, Tenant obliges itself to forthwith take, at its
cost, all necessary precautions for the purposes of conforming with all laws,
by-laws, ordinances and regulations of federal, provincial and municipal
authorities relating to environmental matters and more specifically, but without
restricting the generality of the foregoing, those relating to the protection of
water, air and soil from pollution or contamination of any form whatsoever.
Landlord warrants and declares that it has complied with all laws and
regulations related to environmental matters and that no toxic wastes or
contaminants are to be found or stored in or about the Leased Premises and shall
indemnify and save Tenant harmless in connection with same.
Notwithstanding anything herein contained and without restricting the
generality of the preceding paragraph, Tenant obliges itself to indemnify,
exonerate and save the Landlord free and harmless with respect to all claims,
actions, suits for loss of life, personal and property damages, or for any other
losses or injuries which may result in whole or in part from the use,
fabrication or presence in the Leased Premises of any substance, product, or
contaminant or the exercise of any act or activity exposing the Landlord to a
claim in connection with the foregoing provided said substance, product or
contaminant is found on the Leased Premises by reason of Tenant's fault or
negligence or that of its employees, agents or invitees.
31. BROKERAGE COMMISSION
As part of the consideration for the granting of this Lease, Landlord and
Tenant mutually represent and warrant to each other that no broker or agent
negotiated or was instrumental in negotiating or consummating this Lease other
than Axxa Realties Inc. whose commission shall be
20
paid by Landlord. Any commissions due to another broker shall be paid by the
party having retained the services of said other broker.
32. LIQUIDATION SALES, ETC.
The Tenant undertakes not to carry out or permit a bankruptcy or
liquidation sale or war surplus goods, insurance salvage stock or auction in or
from the Leased Premises. The Tenant acknowledges that a violation of the
present clause will cause irreparable injury to the Landlord and consents to the
Landlord enforcing the present clause by way of interim and interlocutory
injunction, without prejudice to such other rights as the Landlord may have
under the circumstances.
33. RULES AND REGULATIONS
The rules and regulations attached hereto as Schedule "C" form part hereof and
may be reasonably amended from time to time by the Landlord.
34. WAIVER
The failure of Landlord or Tenant to insist upon the strict performance of any
of the agreements, terms, covenants and conditions hereof shall not be deemed a
waiver of any rights or remedies that Landlord or Tenant may have and shall not
be deemed a waiver of any subsequent breach or default in any such agreements,
terms, covenants and conditions.
35. NOTICES AND DEMANDS
Any notice or demand given by Landlord to Tenant shall be deemed to be duly
given when served upon Tenant personally or when mailed to Tenant by registered
or certified mail or overnight courier, at the address of the Leased Premises.
Tenant elects domicile at the Leased Premises for the purpose of service of
all notices, writ of summons or other legal documents in any suit at law, action
or proceeding, which Landlord may take under this Lease.
Any notice or demand given by Tenant to Landlord shall be deemed to be duly
given when served upon Landlord personally, or when mailed to Landlord by
registered or certified mail or
21
overnight courier, at the address designated by Landlord for purposes of payment
of the rent hereunder.
Copies of any notice or demand hereunder, other than legal proceedings,
shall also be sent as aforesaid to Tenant's head office at:
Wesco Business Unit
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇.▇.▇. ▇▇▇▇▇
36. DESCRIPTIVE READINGS
The descriptive headings of this Lease are inserted for convenience and
reference only and do not constitute a part of this Lease.
37. INTERPRETATION
This Lease shall be construed and governed by the laws of the Province of
Quebec. Should any of the provisions of this Lease and/or its conditions be
illegal or not enforceable under the laws of the Province of Quebec, same shall
be considered severable and the Lease and its conditions shall remain in force
and be binding upon the parties as though the said provision or provisions had
never been included.
Words importing the singular number only shall include the plural and vice-
versa and words importing the masculine gender shall include the feminine gender
and words importing persons shall include firms and unless the contrary
intention appears the words "Landlord" and "Tenant" wherever they appear in this
Lease shall mean respectively "Landlord, its executors, administrators,
successors and/or assigns" and "Tenant", its executors, administrators,
successors and/or assigns" and if there is more than one Tenant or Landlord or
the Tenant or Landlord is a female person or a corporation this Lease shall be
read with all grammatical changes appropriate by reason thereof; and all
covenants, liabilities and obligations shall be solidarity.
38. PRIOR AGREEMENTS
The present Lease cancels and supersedes any and all prior leases and
agreements, written or otherwise, entered into by the Landlord and the Tenant
regarding the Leased Premises. This
22
Lease, the schedules thereof and such rules and regulations as may be adopted
and promulgated by the Landlord from time to time constitute the entire
agreement between the parties.
39. CONDITION OF LEASED PREMISES/LANDLORD'S WORK
The Tenant declares having examined the Leased Premises and is satisfied
and content therewith, and agrees to take said Leased Premises in their present
state and condition that is "AS IS" with the exception of latent defects and the
representations and warranties provided herein, save that the Landlord shall
execute, at its own cost, the work set forth in Schedule E hereof in the Leased
Premises, which shall be executed in accordance with Landlord's present existing
building standards, the whole to be completed by September 16, 1994.
40. SECURITY DEPOSIT
As additional security for the faithful and prompt performance of its
obligations hereunder, Tenant has concurrently with the execution of the Lease,
paid to Landlord, the sum of Sixty-one thousand nine hundred fifty-three dollars
and three cents ($61,953.03) of which Twenty-six thousand two hundred forty
dollars ($26,240.00) plus G.S.T. and Q.S.T. thereof shall be applied to Basic
Rental due for the month of November 1994 and the balance to constitute a
security deposit which may be applied by Landlord for the purpose of curing any
default or defaults of Tenant hereunder, in which event, Tenant shall replenish
the Security Deposit in full by promptly paying to Landlord the amount so
applied. If tenant has not defaulted hereunder, and Landlord has not applied the
Security Deposit to cure a default, or Landlord has applied the Security Deposit
to a default and Tenant has replenished the same, then the Security Deposit or
any remaining portion thereof, shall be paid to Tenant after the termination of
this Lease. The Security Deposit shall not be deemed an advance payment of rent
or a measure of Landlord's damages for any default hereunder by Tenant. During
the Term, interest shall accrue on the Security Deposit or on any balance
thereof not credited to any Base Rent or applied to cure a default hereunder at
a rate equal to that paid by the Bank of Montreal on long term deposits as of
September 16, 1994 and such interest shall be remitted to the Tenant at the end
of the Term.
41. SPECIAL CONDITIONS
41.1 RIGHT OF FIRST REFUSAL
Should the Landlord during the Term receive an offer satisfactory to it, to
lease the land adjacent to the Building and consisting of approximately
Thirty-five thousand (35,000)
23
square feet, Landlord shall forthwith advise Tenant in writing of same,
specifying all terms and conditions contained in said offer and remitting a
certified true copy of said offer to Tenant. After receipt of the said
notice, Tenant shall have a delay of thirty (30) days to advise Landlord as
to whether or not it is prepared to lease the Land in accordance with the
terms and conditions contained in the above mentioned notice. In the event
the Tenant accepts to lease within the said delay, it shall execute an
Addendum to Lease for the Land, within fifteen (15) days after reception by
the Landlord of Tenant's acceptance.
41.2 FLOOR TILES
Tenant shall not be responsible for any damages caused to the floor tiles
in the warehouse area.
41.3 FREE RENT
The Tenant shall not be obliged to pay any Base Rent for the first three
(3) months of the Term and for the last month thereof, however the Tenant
shall be responsible for the Additional Rent due to pursuant to Article 6
and the Direct Payments due pursuant to Article 8 hereof, subject to and
under reserve of the terms and conditions contained in Schedule D.
42. LANGUAGE
The parties hereto acknowledge and confirm that they have requested that
the present agreement and all notices and communication so contemplated hereby
be drafted in the English Language.
Les parties aux presentes reconnaissent et conferment qu'ils ont exige que la
presente convention ainsi que tous avis et communications y afferents soient
rediges dans la langue anglaise.
24
IN WITNESS WHEREOF, LANDLORD AND TENANT HAVE DULY EXECUTED AND SIGNED THESE
PRESENTS ON THE DATE AND PLACE HEREINAFTER MENTIONED.
MONTREAL, this _____ day of ____________, 1995.
ATLANTIC CONSTRUCTION INC.
(The "Landlord")
________________________________ Per:_______________________________
Witness ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
________________________________
Witness
MONTREAL, this _____ day of ____________, 1995.
WESCO DISTRIBUTION CANADA INC.
(the "Tenant")
/s/ Per: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------- -------------------------------
Witness ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
________________________________
Witness
25
SCHEDULE "A"
PLAN OF THE LEASED PREMISES
[FLOOR PLAN]
SCHEDULE "B"
CADASTRAL DESCRIPTION
Subdivision number four of original lot number ninety (90-4) on the Official
Plan and Book of Reference of the Parish of Pointe-Claire, registration
division of Montreal, with building thereon erected bearing civic number ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇;
SCHEDULE "C"
RULES AND REGULATIONS
The Tenant shall observe the following provisions regulating the use and
occupation of the Leased Premises and of the Common Areas:
1. keep the windows of the Leased Premises clean;
2. promptly replace, at its expense, any cracked or broken windows by windows
of the same nature and quality;
3. keep, at its cost, the Leased Premises clean and in a good state and ensure
the absence of insects, rodents or other vermin;
4. keep all refuse, waste or rubbish in such containers which the Landlord
deems as acceptable and in a location it determines;
5. not to place or keep any article or merchandise in the Common Areas;
6. not to permit any undue accumulation of rubbish, waste or refuse in the
Leased Premises and in the Common Areas;
7. not to permit the parking of delivery vehicles in such a manner as to
hinder the use of the exterior Common Areas;
8. not to use the plumbing installations for other purposes other than for
which they were destined and not to discard any toxic substance whatsoever
therein;
9. not to use, make or keep in the Leased Premises any product, substance or
contaminant which risks the Landlord of being exposed to any claim
whatsoever;
10. in order to facilitate snow removal, not to park any vehicle overnight on
the parking lot from the first (1st) day of November to the first (1st) day
of April. Any vehicles left on the parking lot overnight shall be removed,
unless prior written authorization has been given by the Landlord;
11. provide to the Landlord a list of emergency telephone numbers so that the
Tenant may be contacted seven (7) days a week;
12. not to obstruct or disrupt the operation of the heating, ventilation and
air conditioning systems serving the Leased Premises.
2
SCHEDULE "D"
NET RENT SUMMARY
----------------
YEARS DATES AREA (SQ.FT.) RATE/SQ.FT. MONTHLY DUE
-------- ------------------------------------ ------------------ ---------------- -----------------
1 - 3 September 16 - December 15, 1994 63,000 $0.00 $ 0.00
December 16 - December 31, 1994 63,000 $3.50 $ 9,187.50
27,000 $3.50 $ 3,937.50
January 1, 1995 - July 31, 1997 90,000 $3.50 $26,250.00
4 - 5 August 1, 1997 - June 30, 1999 90,000 $3.75 $28,125.00
July 1, 1999 - July 31, 1999 90,000 $0.00 $ 0.00
OPERATING EXPENSE SUMMARY
-------------------------
TOTAL BUILDING
DATES OPERATING EXPENSES
---------------------------------- -----------------------------------------
August 1 - August 15, 1994 72.2%*
August 16, 1994 - July 31, 1999 100%
* calculated as follows: 70,000 sq. ft. = 72.2%
--------------
97,000 sq. ft.
SCHEDULE "E"
LANDLORD'S WORK
OFFICE AREA
-----------
- Demolition of all existing office areas on both ground floor and
mezzanine, open walls to warehouse save and except for a maximum of
5,000 sq.ft. of office area adjacent to the main entrance of the
building;
The 5,000 sq.ft. of office area mentioned above shall be finished as
follows:
- HVAC in good working order;
- Clean and/or replace carpet where necessary;
- Paint with one (1) primer coat and one (1) finish coat of first
quality paint;
- Provide two (2) Executive Offices;
- one (1) kitchen;
- Two (2) bathrooms;
- One (1) stationary room;
- Balance of finished office open area;
WAREHOUSE "A" FRONT 48,000 SQUARE FEET
--------------------------------------
- Raise all lighting fixtures (in good working order);
- Remove all air conditioning equipment;
- Demolition all existing interior walls to provide clear open warehouse
except in front of shipping docks;
- Provide cafeteria and washrooms on mezzanine (existing);
- Clean and sweep warehouse;
WAREHOUSE "B" 27,000 SQUARE FEET SOUTHERN SECTION OF BUILDING
-------------------------------------------------------------
- Re-install drive in on southern wall;
- Demolition all interior walls except in front of shipping docks;
- Remove all air-conditioning equipment;
- Open maximum of 80 linear feet of block wall between warehouse "A" and
warehouse "B" (Tenant choice of location);
- Raise lighting fixtures (in good working order);
- Clean and sweep warehouse;