EXHIBIT 10.24
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OFFICE LEASE
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1. PREMISES
Tower Investment Group, (i.e. "OWNER") a Conn. General Partnership, hereby
leases to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ d/b/a Communication Development
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Concepts, (i.e. "Tenant"), a Conn. General Partnership, the space being numbered
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Suite 400 together with all pipes, ducts, conduits, wires, and equipment
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exclusively serving said space (collectively hereinafter called the "Premises")
in OWNER'S building known as the Danbury Executive Tower located in Danbury,
Connecticut (i.e. the "Tower" or the "Building"), together with the right in
common with others to use the common areas and common facilities from time to
time designated and maintained by OWNER (hereinafter the "Common Areas"). OWNER
excepts and reserves to itself from the demise of the Premises (1) the exterior
faces of all exterior Tower Walls, windows and doors, and of all walls, windows
and doors facing common areas; (2) hallways, stairways, shaftways, service
rooms, common toilets, and elevators serving other parts of the Building; (3)
the right to maintain, use, repair, and replace pipes, ducts, wires, meters, and
any other equipment, machinery, apparatus, and fixtures located within or
without the Premises which service the Building or exclusively other parts of
the Building; (4) the right to make changes, alterations, additions, and
reductions to the Premises, Building, common areas, and common facilities
provided the same does not unreasonably structurally change the interior of the
Premises and that reasonably access and service is provided; and (5) the right
to enter the Premises for any of the foregoing purposes.
2. TERM
The term of this lease, unless sooner terminated as hereinafter provided, is
three years commencing on the earlier to occur of (a) February 21, 1990 or (b)
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the date on which TENANT first occupies the Premises. Construction of the
Premises shall be deemed completed and the Premises available for TENANT'S
occupancy upon written notice thereof from OWNER or TENANT although items of
work or adjustments of equipment which are not necessary to make the Premises
reasonably tenantable are not completed because (1) of the season, (2) they
cannot practically be done at that time, (3) of delays caused by TENANT, (4)
they are being done by persons other than OWNER'S contractors, or (5) good
construction practice stipulates delay until other work is completed. TENANT
agrees to execute a certificate in the form attached hereto as Exhibit B
establishing the commencement date (i.e. "Termination Date" (said dates to be
determined by OWNER as per the terms of this Paragraph 2) of this Lease within
ten (10) days after the date on which this Lease commences.
2.1 Commencement of Rent
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The first monthly payment of Basic Rent shall be made within five (5) days after
the Commencement Date.
3. RENT
3.1 Amount
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TENANT covenants to pay during the first year of the three year term $1,200.00
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per month; as basic rent (hereinafter "Basic Rent") in advance and appropriate
fraction of a monthly payment for portions of a month at the beginning or end of
the term to such person and at such place as OWNER may from time to time
designate.
The Basic Rent for subsequent years shall be set forth in Exhibit D annexed
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hereto and made a part hereof.
3.2 Security Deposit
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TENANT shall pay to OWNER upon execution of this lease a security deposit in the
amount of $1,200.00 which deposit will be held by OWNER with interest to TENANT
to insure TENANT'S faithful performance of its obligations under this Lease. In
the event of default by TENANT under this Lease, Landlord, at its option, may
apply the deposit so held against any default of TENANT then existing.
3.3 Method of Payment
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Basic Rent and Additional Rent (as hereinafter defined) shall be due and payable
without notice in advance on the first day of each month during the term of this
Lease. Additional rent shall commence no sooner than March 1, 1991.
3.4 Additional Rent
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TENANT shall pay to OWNER as additional rent (hereinafter "Additional Rent")
when due all amounts payable pursuant to SS4.1-4.6, and SS5.1-5.2 of this Lease.
4. OPERATING COSTS
4.1 Base Year
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The term "Base Year" as used herein means 1990.
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4.2 Pro Rata Share
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The term "Pro Rata Share" as used in this Lease shall be the percentage derived
from dividing the Gross Rentable Area (as herein defined) of the Premises by the
Gross Rentable Area of the Tower. In this case, .019%.
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4.3 Operating Costs - Defined
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As used herein, the term "Operating Costs" shall mean any and all expenses
incurred by OWNER in providing services to and in operating and in maintaining
the Tower and the Common Areas in the manner deemed by OWNER to be reasonable
and appropriate for the best interest of OWNER and its property, the TENANT and
its property, and other tenants in the Tower consistent with the principles of
sound real estate management of similar office buildings in the area and shall
include by way of illustration only but not be limited to the following; all
costs and expense of administration, operation, repair, lighting, heating,
ventilating, painting, decorating, cleaning, insuring, removing snow, ice and
debris, policing and regulating traffic, maintaining security of the Building,
depreciating machinery and equipment used for such operations, replacing or
repairing of pavement, curbs, walkways, drainage, lighting facilities, and
landscaping (including replanting and replacing flowers and other planting),
management fees, commissions, wages, and salaries of all persons engaged in the
maintenance and operating of the Tower. Such costs and expenses shall not
include work or service performed specially for any tenant at its cost or for
its sole benefit. Anything herein to the contrary notwithstanding, it is the
intention of the parties hereto that the portion of the Operating Costs
applicable to the cost of electric energy at any time shall come as close as is
practicable to approximating the annual cost (including taxes regularly passed
on by said public utility to the consumer) which would have been incurred by
TENANT had TENANT purchased such quantity of electric energy, on a monthly
basis, from said public utility on a direct basis. Notwithstanding anything
contained in the immediately preceding sentence, the portion of the Operating
Costs applicable to TENANT for electric energy at any time shall be no less than
the cost to OWNER to, supply electric energy to TENANT at the Premises.
4.4 Gross Rentable Area
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TENANT acknowledges and agrees that for the purpose only of allocating Operating
Costs, the area of the Premises measured in accordance with the "Standard Method
of Floor Measurement for Office Buildings of the Real Estate Board of New York,
Inc." effective April 16, 1968, is approximately 1,066.66 square feet (i.e. the
"Gross Rentable Area"). The Gross Rentable Area of the Tower is 55,157 square
feet.
4.5 Operating Year
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The term "Operating Year" shall mean the 12-month period designated by OWNER for
purposes of determining Operating Costs.
4.6 Method of Payment
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TENANT shall pay in advance as Additional Rent a Pro Rata Share of increases in
estimated Operating Costs over and above such Operating Costs for the Base Year.
This estimate is based solely upon OWNER'S known Operating Costs for the
previous Operating Year and upon OWNER'S present Operating Costs. OWNER
disclaims any representation that the estimated Operating Costs will be the
Operating Costs for any Operating Year. TENANT shall make
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payment to OWNER of its estimated Pro Rata Share of the aforesaid increases in
Operating Costs, in monthly installments in such amounts as are estimated and
billed by OWNER commencing and ending on dates designated by OWNER. Within one
hundred twenty (120) days (or such additional time thereafter as is reasonably
under the circumstances), after the end of each Operating Year, OWNER shall
deliver to TENANT a statement of Operating Costs for such Operating Year (or
applicable portions thereof) and the monthly installments paid or payable shall
be adjusted between OWNER and TENANT, both OWNER and TENANT hereby agreeing that
TENANT shall pay OWNER or OWNER shall credit TENANT'S account or (if such
adjustment is at the end of the Term) pay TENANT, as the case may be, within
thirty (30) days of receipt of such statement, such amount as may be necessary
to effect adjustment to the agreed proportionate share for such Operating Year.
Upon reasonable notice, OWNER shall make available for TENANT'S inspection,
during normal business hours, OWNER'S records relating to Operating Costs for
such preceding Operating Year.
In the event this Lease shall terminate on any date other than the last day of a
calendar year, the amount of Additional Rent payable by TENANT during the
calendar year in which this Lease terminates shall be prorated on the basis of
the estimated Operating Costs for that Operating Year and the number of days
which have elapsed from the commencement of said calendar year, to and including
said date on which this Lease terminates.
5. TAXES
5.1 Pro Rata Share of Increases
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TENANT shall pay OWNER TENANT'S Pro Rata Share of any increase in real estate
taxes, betterment and special assessments assessed upon or payable in respect to
the Building and land in each year during the Lease term whether resulting from
a change in assessment or rate or both over the amount of such share (or of the
allocated share of the aforesaid payments in lieu of taxes whichever is
applicable) in the Base Year. Payments due in the first and last years of the
Lease term shall be apportioned based on OWNER'S estimate of taxes payable in
those years and the months of the term in which TENANT has the right to occupy
the Premises.
5.2 Method of Payment
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TENANT shall make payment in advance to OWNER as Additional Rent TENANT's share
of increases in taxes and assessments in monthly installments in such amounts as
are estimated and billed by OWNER at the beginning of each month commencing and
ending on dates designated by OWNER. Within one hundred twenty (120) days (or
such additional time thereafter as is reasonable under the circumstances), after
the end of each such twelve (12) month period designated by OWNER, OWNER shall
deliver to TENANT a statement of Taxes and Assessments for such twelve (12)
month period (or applicable portions thereof) and the monthly installments paid
or payable shall be adjusted between OWNER and TENANT, both OWNER and TENANT
hereby agreeing that TENANT shall pay OWNER or OWNER shall credit TENANT's
account or (if such adjustment is at the end of the Term) pay TENANT, as the
case may be, within thirty (30) days of receipt of such statement, such amount
as may be necessary to
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effect adjustment to the agreed share for such twelve (12) month period. Upon
reasonable notice, OWNER shall make available for TENANT's inspection, during
normal business hours, OWNER's records relating to said Statement for such
preceding twelve (120) month period.
6. OWNER'S SERVICES
6.1 Services Furnished
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Subject to Section 7 (INTERRUPTION OF SERVICES) and Section 9 (CASUALTY AND
TAKING), OWNER agrees to furnish the following services as long as TENANT is not
in default under any of the covenant of this Lease:
6.1.1 Furnish air cooling during the months of June, July, August and
September on business weekdays from 9:00 a.m. to 5:00 p.m. when
in the judgment of the LANDLORD it may be required for the
comfortable occupancy of the demised Premises and at other times
during business days and similar hours, ventilate the demised
Premises; and at other times during business days and similar
hours, ventilate the demised Premises;
6.1.2 Provide full elevator facilities on business days from 8:00 a.m.
to 6:00 p.m. and on Saturdays from 8:00 a.m. to 12:00 noon, and
have partial elevator facilities available at all other times;
6.1.3 Furnish heat to the demised Premises when and as required by
law, on business weekdays from 8:00 a.m. to 6:00 p.m. and on
Saturdays from 8:00 a.m. to 12:00 noon;
6.1.4 At LANDLORD'S expense cause the demised Premises to be kept
clean provided the same are kept in order by the TENANT;
6.1.5 Clean and supply the toilet rooms and the janitors closets;
6.1.6 Replace burnt out lamps and tubes and the cost plus reasonable
labor thereof shall be charged to the TENANT;
6.1.7 Maintain and cause to be kept clean the public spaces of the
building;
6.1.8 Clean periodically the windows of the building from the inside
and the outside.
6.2 Additional Services
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After reasonable notice from TENANT and in compliance with Local, State and
Federal laws, regulations and guidelines, OWNER will furnish reasonable
additional services whether resulting from additional hours, additional
equipment and plumbing of the Building), or otherwise, at rates
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which will cover OWNER's full Operating Costs (including a 20% Administration
Fee) and which TENANT covenants to pay upon request.
7. INTERRUPTION OF SERVICES
OWNER shall not be liable to anyone for reduction or cessation of any service
agreed to be rendered under this Lease due to any accident; the making of
repairs, alterations, changes or improvements to the Building; labor
difficulties; governmental rule or regulation; difficulty in obtaining fuel,
electricity, services or supplies from the sources from which they are normally
obtained; nor shall OWNER be liable for any cause beyond OWNER's control.
8. TENANT'S, COVENANTS AND AGREEMENTS
8.1 Agreements
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TENANT agrees that TENANT's occupation of the Premises will constitute
acknowledgment that the same is in good and satisfactory order, repair, and
condition, and constructed in accordance with the plans and specifications
therefore.
8.2 Covenants
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TENANT covenants that during the Lease term and such further time as TENANT
holds any part of the Premises:
8.2.1 to pay when due Basic Rent, Additional Rent and all other
amounts payable by TENANT as provided herein, all costs of re-
▇▇▇▇▇▇▇ light fixtures, taxes imposed on TENANT's property in
the Premises, and taxes resulting from additions or improvements
made by TENANT;
8.2.1 to keep and promptly make all repairs necessary to keep the
Premises in as good order, repair and condition as the same are
in at the beginning of the Lease term or may be put in
thereafter; to repair and maintain all glass in the Premises
(except for Tower exterior windows) and in perimeter walls and
doors, damage by fire or unavoidable casualty and reasonable use
thereof excepted; and at the expiration or other termination of
this Lease to peaceably yield up the Premises and all keys,
locks, other fixtures in connection with the Premises and all
additions to the Premises in the same good order, repair and
condition first removing all goods and effects except those of
the OWNER and leaving the Premises clean and tenantable;
8.2.3 not to injure, deface, overload or exceed the capacity of the
Premises or Building or the ducts, wires, pipes, conduits, and
equipment servicing the same; not to make any alterations or
additions to the OWNER's prior consent; not to permit in or on
the Premises any auction, tag, sheriff's,
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receiver's bankruptcy, moving, relocation or "going out of
business" sale, flammable or explosive fluids or chemicals,
nuisance, objectionable noise, vibration or odor, cooking, coin
operated or other vending machine, public telephone or amusement
device; nor to permit or to suffer the use of the Premises for
any purpose other than normal office use nor to make any use
thereof which is improper, offensive, illegal or which may
damage the reputation of the Building or which disturbs other
tenants in the Building or which is liable to invalidate or
increase premiums for fire, public liability, or any other
insurance carried by anyone on the Building or its contents or
render necessary any repairs, changes, alterations or additions
to the Building; not to permit or suffer any lien for labor,
materials, equipment or otherwise to be filed against the
Premises or the Building, and, if any such lien shall be filed,
to cause the same to be released immediately;
8.2.4 to comply with all requirements of law, ordinances, and public
authority and requests of organizations establishing OWNER's
insurance rates applicable to the Premises except for repairs
provided herein to be done by OWNER;
8.2.5 not to obstruct in any manner any part of the Building not
hereby demised or the sidewalks, approaches to, hallways, common
areas, and common facilities of the Building or any windows or
doors; and to conform to rules now appearing in Exhibit A or
hereafter made by OWNER for the care, cleanliness, safety and
use of the Building, and its facilities, the Tower, the
Premises, and Common Areas and Facilities, the Garage and their
approaches;
8.2.6 not to permit any licensee or any person other than TENANT and
TENANT's employees to occupy the Premises, nor without OWNER's
prior consent, permit the boring, cutting into or stringing of
wires or defacing of any part of the Premises, not to paint or
place any signs, curtains, blinds, shades, aerials, flagpoles or
the like on the exterior, or visible from the exterior, of the
Premises; nor to place anything between the Building standard
drapes supplied by the OWNER and the glass of any exterior
window of the Building nor to remove such drapes;
8.2.7 to save OWNER harmless, indemnified, and exonerated from injury,
loss, claim, demand, or damage, to any person or property and
any expense (including counsel fees) relating to the same and to
the enforcement of this covenant while such person or property
is on the Premises or in transit thereto or therefrom, and to
any person or property anywhere caused by any negligence, fault,
omission, or other misconduct of TENANT or TENANT's employees,
visitors, invitees, or contractors; and without limiting the
generality of the foregoing, to make no claim against OWNER
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for any loss or damage to merchandise, furniture, and property
of every kind which may be on the Premises if the whole or any
part thereof be due to fire or water, or to the use, misuse, or
abuse of water, plumbing, heating, electric, gas or elevator
fixtures or equipment, or to leakage or busting of pipes or in
any other way;
8.2.8 to provide OWNER with Comprehensive General Liability Insurance
for the protection of OWNER and TENANT with such limits for
Bodily Injury Coverage and for Property Damage Liability as
OWNER may reasonably require from time to time, and to furnish
OWNER before commencement of the Lease term with certificates of
said insurance which state the limits insured and state that the
policy will not be materially changed or canceled by either
party thereto without thirty days prior written notice to OWNER;
to provide a policy which states that the insurance company
issuing such policy waives all rights of subrogation against the
OWNER in a form satisfactory to OWNER's counsel, and TENANT
hereby waives any right of recovery against OWNER for loss or
injury to the extent TENANT is protected by insurance containing
such waiver of subrogation clause, and agrees that at least ten
days prior to the expiration of any of the foregoing insurance
to furnish OWNER with proper certificates of continuation of
such coverage, and should TENANT fail to comply with the
foregoing, OWNER shall have the right, but not the obligation,
to obtain such insurance for his own account and TENANT shall
pay the cost thereof as Additional Rent.
8.2.9 to permit OWNER to examine the Premises as reasonable times
and, if OWNER elects, OWNER will be permitted to prevent waste
or make such repairs, changes or additions as OWNER deems
necessary; to permit OWNER to remove any alterations, signs,
awnings, curtains, blinds, shades, aerials, flagpoles, or the
like not consented to by OWNER; and to permit OWNER to show the
Premises to prospective or present purchasers, mortgagees, and
tenants;
8.2.10 to use the name Danbury Executive Tower in lieu of a street
address on all of TENANT's stationery used in the Premises and
in all local advertising;
8.2.11 to pay on request all of OWNER's expenses including reasonable
attorney's fees incurred in enforcing any obligations of TENANT
under this Lease with which TENANT has not complied or in OWNER
consenting to any action of TENANT for which this Lease requires
OWNER's consent; but if either party shall bring an action
against the other party to enforce any of the provisions of this
lease, the judicially proven prevailing party shall be entitled
to collect all costs of the action, including a reasonable
attorney's fee, from the other party;
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8.2.12 not to permit or suffer any of TENANT's employees, visitors,
guests, invitees or contractors to violate any of the covenants
or obligations of TENANT under this Lease; and
8.2.13 upon 30 days written notice from OWNER to relocate to other
space within the Building of approximately the same number of
square feet as specified and designated by OWNER in said notice;
with all terms, provisions, covenants and conditions of this
Lease to remain and continue in full force and effect except
that a pro rata adjustment of the Basic Rent and Additional Rent
shall be made where the number of square feet in the relocated
space has been increased or decreased, and OWNER shall move
TENANT to the relocated space without cost or charge to TENANT.
8.2.14 Not to allow or permit the use of TENANT's address at the
TOWER, by any other person, corporation or partnership, without
the express written consent of OWNER.
8.2.15 To permit OWNER to cure defaults of TENANT under this Lease
(but OWNER shall have no obligation to cure such defaults) and
charge to TENANT as Additional Rent OWNER's costs and expenses
(including attorneys' fees, if any) of curing such defaults with
interest at the rate of 2% over the Prime Lending Rate of the
First National Bank of Boston.
8.2.15 Not to make any alterations or additions to the Premises or to
perform any work that may be permitted hereunder prior to
TENANT's occupancy of the Premises unless OWNER has (1) approved
the scope of the alterations, additions or work to be performed;
(2) approved the plans and specifications for all such changes
in the Premises and (3) approved all contractors, engineers, and
architects to be used by TENANT in the performance of said
alterations or other work upon the Premises.
9. CASUALTY AND TAKING
Nothing in this Lease to the contrary withstanding, if any part of the Premises
is damaged by fire or casualty or by action of public or other authority in
consequence thereof; or any portion of the Building is so damaged thereby that
OWNER decides to demolish or alter substantially the Tower or Premises; or any
portion of the Building is taken by eminent domain or receives compensable
damage by reason of anything done in pursuance of public or other authority; or
any portion of the Building is so taken or receives such damage that OWNER
decides to demolish or alter the Tower; the Lease shall terminate at OWNER's
election, which may be made whether or not OWNER's entire interest may have been
divested. In case of such taking of part of the Premises, if the remainder is
insufficient for use for TENANT's purposes, or in case of such damage or taking
if the time needed to do the construction work necessary to put the remaining
portion of Premises in proper condition for use and occupation is reasonably
estimated to exceed six months, or OWNER does not commence within sixty days
after the damage or the
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surrender of the part taken and proceed with reasonable diligence to do such
work and complete the same within six months after such commencement except for
delays due to governmental regulations, unusual scarcity of or inability to
obtain labor or materials, labor difficulties, or other causes reasonably beyond
OWNER's control, TENANT may by notice to OWNER terminate this Lease within
thirty days after the right to terminate arises. If, in any such case, the
Premises are rendered unfit for use and occupation and the Lease is not so
terminated, a just proportion of the rent according to the nature and extent of
the injury shall be abated until the Premises (or in the case of taking, what
remains thereof), excluding any fixtures or items installed or paid for by
TENANT which TENANT is entitled or required to remove by this Lease shall have
been put by OWNER in proper condition for use and occupation. In case of
termination by TENANT, a like proportion of the rent shall be abated until the
termination. In case of taking which permanently reduces the area of the
Premises, a just proportion of the rent shall be abated for the remainder of the
Lease term. TENANT will promptly notify OWNER of any damage to the Premises from
any cause. Nothing herein contained shall be deemed to obligate the OWNER to
make any repairs or restoration. OWNER reserves and excepts all rights to
damages to the Premises and Building and land on which it stands, and the
leasehold hereby created, accruing by reason of exercise of eminent domain or by
reason of anything done in pursuance of public or other authority. TENANT hereby
grants to OWNER all TENANT's rights to such damages, except damages awarded to
TENANT for TENANT's cost of moving stock and fixtures, and covenants to deliver
such further assignments thereof as OWNER may from time to time request, and
such other documents not imposing additional expense or obligation on TENANT as
the taking authority may require.
10. DEFAULT AND TERMINATION
If the Rent or Additional Rent herein reserved shall not have been paid when due
and shall remain unpaid for fourteen (14) day after written notice thereof is
given by the OWNER to TENANT; or if any of the other covenants, conditions and
obligations of the TENANT under this Lease shall not be performed within thirty
(30) days after written notice thereof is given by the OWNER to the TENANT; or
if the TENANT should be adjudicated a bankrupt or should a permanent receiver in
insolvency or a permanent trustee in bankruptcy of the TENANT be appointed and
said appointment shall not have been vacated within sixty (60) days; or should
the TENANT make an assignment for the benefit of creditors or file a voluntary
petition for reorganization under the Bankruptcy Act; or should the TENANT'S
interest in this Lease be taken on execution or other process of law in any
action against TENANT; or if the Premises are abandoned or vacated for more than
ten (10) days; or should any of the foregoing events occur in regards to any
guarantor of this Lease; then and in each such case the OWNER may, at the
OWNER'S option terminate this Lease without demand or further notice to TENANT;
and thereafter the OWNER may enter the Premises, either with or without process
of law, and repossess the Premises as of the OWNER'S former estate without any
liability for so doing, and without prejudice to any other remedies; and TENANT
shall indemnify OWNER during the remaining period before this Lease would
otherwise expire against all loss or damage suffered by reason of the
termination, the loss or damage, if any, for such Lease month to be paid at the
end thereof. Nothing herein contained shall, however, limit or prejudice the
right of OWNER to prove for an obtain in proceedings for bankruptcy or
insolvency by reason of the termination, an
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amount equal to the maximum allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which, the damages are to be
proved, whether or not the amount be greater, equal to, or less than the amount
of the loss or damage referred to above.
11. SUBORDINATION AND ESTOPPEL
This Lease shall be subordinate to any ground lease, mortgage, deed of trust,
easement, or restriction of record hereafter executed of any property which
includes the whole or any part of the Premises if the holder thereof shall by
notice advise TENANT that an entry under the mortgage or deed of trust or an
exercise of the easement or restriction will not disturb TENANT'S right to
possession under this Lease; and in case of such notice TENANT shall upon demand
recognize and acorn to the mortgagee or trustee claiming under an entry or
foreclosure as entitled to enforce the obligations of TENANT thereafter arising
hereunder. Any holder of a mortgage or deed of trust of property which includes
the Premises may at any time subordinate the mortgage or deed of trust to this
Lease, without TENANT'S consent, by notice to TENANT and thereupon this Lease
shall be deemed prior in lien to such mortgage or deed of trust without regard
to their respective dates of execution, delivery and record; and in that event
such holder shall have the same rights with respect to this Lease as though it
had been executed and delivered prior to the execution and delivery of the
mortgage of deed of trust and had been assigned therein to such mortgagee or
trustee. This section is supplementary to and not in derogation of any rights
such a holder may otherwise have. TENANT agrees from time to time, when
reasonable needed for delivery to a prospective real estate purchaser (which
term shall include a prospective ground lessee) or mortgagee or mortgage
assignee upon not less than fifteen days prior request by OWNER, to execute,
acknowledge and deliver to OWNER a statement in writing certifying: (a) that
this Lease is unamended (or, if there have been any amendments stating the
amendments); (b) that it is then in full force and effect if that be the fact;
(c) the last rent rates and service charges determined and the dates to which
paid; and (d) any defenses, offsets and counterclaims which TENANT at the time
of the exection of the statement, has against TENANT'S obligation to pay rent
and to perform its other obligations under this Lease or that there are none, if
that be the fact. Any such statement delivered pursuant to this section may be
relied upon by such prospective purchaser, mortgagee or assignee.
12. MISCELLANEOUS
No consent or waiver, express or implied, by either party to any default by the
other shall be deemed as a consent or waiver of any default of the same nature
or of any other default in the future, and OWNER may assert its rights and
remedies hereunder without further notice to TENANT that OWNER will do so.
Acceptance of rent will not constitute a waiver of any default and acceptance of
checks will be conditional upon the same being honored. Any notice, approval,
consent, assurance, request, or election given pursuant to this Lease shall be
void unless it is written. All communications shall be addressed to TENANT at
the Premises and to OWNER at the place then established for the payment of rent
or such other place as OWNER directs. All communications shall be deemed duly
served if so addressed and either mailed by registered or certified mail return
receipt requested or delivered in hand. The covenants and agreements of the
parties shall run with the land and bind and inure to the benefit of their
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respective heirs, executors, administrators, successors, and assigns, but no
covenant or agreement of the OWNER shall be binding upon any person except for
defaults occurring during such person's period of ownership of the fee. No
obligations of this Lease shall be binding individually upon any fiduciary,
shareholder, or any beneficiary of any trust which is a party hereto. If the
TENANT is several persons or a partnership, the TENANT'S obligations are joint
or partnership and also several. TENANT agrees not to record this Lease. Both
TENANT and OWNER agree on request of the other to execute and deliver a Notice
of Lease suitable for recording or registering and TENANT agrees to execute and
deliver an acknowledgment suitable for recording any termination of this Lease
other than by expiration of the Lease term. If TENANT is a corporation,
association, trust, or partnership, TENANT covenants that the person executing
this Lease for it has full authority from it and under TENANT'S By-Laws,
Articles of Partnership, etc. to do so and will continue to have full authority
to execute any notice, consent, receipt, or amendment of this Lease and any
other document pertaining to the Lease or Premises until OWNER receives notice
from TENANT to the contrary.
13. BROKERS
TENANT agrees to defend and hold OWNER harmless from expenses and liability for
any compensation, commission, or charges claimed by any broker or agent with
respect to this Lease or the negotiation hereof.
14. QUIET ENJOYMENT
OWNER represents that it has the right to make this Lease and agrees that during
the term of this Lease so long as TENANT observes the terms and provisions of
this Lease to be observed by TENANT, TENANT shall not be disturbed in the
enjoyment of the Premises by the OWNER or by anyone claiming by the paramount
title, unless this Lease is sooner terminated by the happening of any event
elsewhere mentioned in this Lease.
15. LEASE STATUS
This Lease is governed by the laws of Connecticut, and will be effective only
when executed by both parties and may be amended only by a writing executed by
the parties. The titles to the sections are for convenience only and not to be
considered in construing this Lease. Unless repugnant to the context, "OWNER"
and "TENANT" shall be construed as to each provision of this Lease to mean the
person named in Article I as OWNER and TENANT respectively and their respective
heirs, executors, administrators, successors, permitted assigns and those
claiming through or under any of them but this Article shall not be construed as
permitting any transfer of the whole or any part of the interest of the TENANT
named in Article I.
16. MERGER
This writing is intended by the parties as a final expression of their agreement
and as a complete and exclusive statement of the terms thereof, all
negotiations, considerations and representations between the parties having been
incorporated herein. No course of prior dealings between the
12
parties or their officers, employees, agents or affiliates shall be relevant or
admissible to supplement, explain, or vary any of the terms of this Lease.
Acceptance of, or prior agreement between the parties or their affiliates shall
not be relevant or admissible to determine the meaning of any of the terms of
this Lease. No representations, understandings, or agreements have been made or
relied upon in the making of this Lease other than those specifically set forth
herein. This Lease can only be modified by a writing signed by the parties
against whom the modification is sought to be enforced.
17. ASSIGNMENT, MORTGAGING, SUBLETTING, ETC.
17.1 TENANT covenants and agrees for TENANT and its successors, assigns
and legal representatives, that neither this Lease nor the term and estate
hereby granted, nor any part hereof or thereof, will be assigned,
mortgaged, pledged, encumbered or otherwise transferred (whether
voluntarily, involuntarily, by operation or law, or otherwise), and that
neither the Premises, nor any part thereof, will be encumbered in any
manner by reason of any act or omission on the part of TENANT, or will be
used or occupied, or permitted to be used or occupied, or utilized for desk
space or for mailing privileges or as a concession, by anyone other than
TENANT, or for any purpose other than as hereinbefore set forth, or will be
sublet, without the prior written consent of OWNER in every case; except
Tenant may sublet to a subsidiary of Communication Development Concepts
----------------------------------
without written consent of OWNER, however, TENANT will remain primarily
liable to OWNER in the event of a sublet provided, however, that if TENANT
is a corporation, the assignment of transfer of this Lease, and the term
and estate hereby granted, to any corporation into which TENANT is merged
or with which TENANT is consolidated (such corporation being hereinafter in
this Section 17 called "Assignee") without the prior written consent of
OWNER shall not be deemed to be prohibited hereby if, and upon the express
condition that, Assignee shall promptly execute, acknowledge and deliver to
OWNER an agreement in form and substance satisfactory to OWNER whereby
Assignee shall assume and agree to perform and to be personally bound by
and upon, all the covenants, agreements, terms, provisions and conditions
set forth in this Lease on the part of TENANT to be performed and whereby
Assignee shall expressly agree that the provisions of this Section 17
shall, notwithstanding such assignment or transfer, continue to be binding
upon it with respect to all future assignments and transfers. A transfer of
fifty percent or greater interest (whether stock, partnership interest or
otherwise) of TENANT shall be deemed to be an assignment of this Lease,
either in one transaction or in any series of transactions within a
fourteen month period.
17.1.1 Owner hereby consents to an assignment from ▇▇▇▇▇▇ ▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ d/b/a Communication Development Concepts to a
corporation to be formed; provided ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ execute the guaranty which is attached hereto as
Exhibit C.
---------
17.2 Notwithstanding anything hereinbefore contained in Section 17.1
hereof, in the event TENANT desires OWNER'S consent to an assignment or
subletting of all or any part of the Premises, TENANT by notice in writing,
(a) shall notify OWNER of the name
13
of the proposed assignee or subtenant, such information as to the proposed
assignee's or subtenant's financial responsibility and standing as OWNER
may require, and of the covenants, agreements, terms, provisions and
conditions contained in the proposed assignment or sublease, and (b) shall
offer to vacate the space covered by the proposed area to be subleased
(whether all or part of the Premises) or the entire Premises in the event
of an assignment (as the case may be) and to surrender the same to OWNER as
of a date (the "Surrender Date") specified in said offer which shall be the
last days of any calendar month during the term hereof, provided, however,
that the Surrender Date shall not be earlier than the date occurring 120
days after the giving of such notice nor be earlier than the effective date
of the proposed assignment or the commencement date of the term of the
proposed sublease. OWNER may accept such offer by notice to TENANT given
within 60 days after the receipt of such receipt of such notice from
TENANT. If OWNER accepts such offer TENANT shall surrender to OWNER,
effective as of the Surrender Date, all TENANT'S right, title and interest
in and to the portion of the Premises covered by the proposed sublease, or,
if TENANT proposes to sublet the entire Premises, or assigns this Lease,
all TENANT'S right, title and interest in and to the entire Premises. In
the event of such surrender by TENANT of a portion of the Premises then
effective as of the date immediately following the Surrender Date, the
Basic Rent payable by TENANT under this Lease shall be reduced by an amount
equal to that portion of the Basic Rent payable under this Lease which is
allocable to the space so surrendered and the Additional Rent payable by
TENANT under this Lease shall be equitable adjusted. If the entire Premises
be so surrendered by TENANT, this Lease shall be canceled and terminated as
of the Surrender Date with the same force and effect as if the Surrender
Date were the date hereinbefore specified for the expiration of the full
term of this Lease.
In the event of such surrender by TENANT of a portion of the
Premises, any changes, improvements and alterations to the space
constituting the Premises after the Surrender Date (i.e., the space not so
surrendered by TENANT) or any part thereof (including, but not limited to,
the erection of a demising wall to separate space constituting the Premises
after the Surrender Date from the space so surrendered) made necessary or
desirable by reason of such surrender shall be made by OWNER at TENANT'S
expense. TENANT covenants and agrees that, in the event of such surrender
by TENANT of a portion of the Premises, TENANT, at TENANT'S expense, shall
and will at all times provide and permit reasonably appropriate means of
ingress to and egress from such portion of the Premises so surrendered),
permit the occupant or occupants of such portion the use of the core
facilities on said floor, and permit on said floor reasonably appropriate
directional signs for each occupant or occupants and appropriate
designations in the elevators serving said floor.
In the event of any such surrender by TENANT of the Premises or a
portion thereof, OWNER and TENANT shall, at the request of either party,
execute and deliver an agreement to the effect(s) hereinbefore stated.
14
17.3 In the event OWNER does not accept such offer of TENANT referred to
in Section 17.2 hereof, OWNER covenants not to unreasonably withhold its
consent to such proposed assignment or subletting by TENANT of such space
to the proposed assignee or subtenant on said covenants, agreement, terms,
provisions and conditions set forth in the notice to OWNER referred to in
clause (a) of the first sentence of Section 17.2 hereof; provided, however,
that OWNER shall not in any event be obligated to consent to any such
proposed assignment or subletting unless:
17.3.1 the proposed assignee, or subtenant is satisfactory to OWNER
of a financial standing and engaged in a business and the
Premises will be used in a manner which is in keeping with
then standard of the Tower and the proposed assignment or
subletting does not violate any negative covenants as to use
contained in any other lease made between OWNER and other
tenant(s) of the Tower;
17.3.2 the proposed assignee or subtenant is a reputable party;
17.3.3 the proposed assignee, or subtenant is not then a tenant or
occupant of any part of the Building or a corporation or
other entity which controls or is controlled by such tenant
or occupant or is under common control with such tenant or
occupant;
17.3.4 OWNER shall have the right upon five (5) days' notice to
TENANT, to require TENANT thereafter to pay to OWNER a sum
equal to (i) any rent or other consideration paid to TENANT
by any subtenant which is in excess of the Basic Rent and
Additional Rent then being paid by TENANT to OWNER pursuant
to the terms of this Lease, and (ii) any such profit or gain
realized by TENANT from any such assignment or subletting;
all sums payable hereunder by TENANT shall be paid to OWNER
as Additional Rent immediately upon receipt thereof by TENANT
and if requested by OWNER, TENANT shall promptly enter into a
written agreement with OWNER setting forth the amount of
Additional Rent to be paid to OWNER pursuant to this Section
17.3.4, (if only part of the Premises is sublet, then the
rent paid therefor by TENANT to OWNER shall be deemed to be
that fraction thereof that the area of said sublet space
bears to the entire Premises);
17.3.5 there shall be no default by TENANT under any of the terms,
covenants and conditions of this Lease at the time that
OWNER'S consent to any such assignment or subletting is
requested and on the effective date of the assignment or the
proposed sublease;
17.3.6 the proposed assignee or subtenant shall not be a government
or any subdivision or agency thereof;
15
17.3.7 TENANT shall reimburse OWNER for any reasonable expenses that
may be incurred by OWNER in connection with the proposed
assignment or sublease, including without limitation the
reasonable costs of making investigations as to the
acceptability of a proposed assignee or subtenant and
reasonable costs of making investigations as to the
acceptability of a proposed assignee or subtenant and
reasonable legal expenses incurred in connection with the
granting of any requested consent to the assignment or
sublease;
17.3.8 the proposed assignment shall be for a consideration or the
proposed subletting shall be at a rental rate not less than
the rental rates then being charged under leases being
entered into by OWNER for comparable space in the Tower and
for a comparable term and in no event shall TENANT advertise
or list with brokers at such lower rental rate;
17.3.9 the space to be sublet shall be regular in shape with
appropriate means of ingress and egress and suitable for
normal renting purposes.
17.4 Each subletting pursuant to this Section 17 shall be subject to all
the covenants, agreements, terms, provisions and conditions contained in
this Lease. TENANT covenants and agrees that, notwithstanding such
assignment or any such subletting to any subtenant and/or acceptance of
Basic Rent or Additional Rent by OWNER from any subtenant, TENANT shall and
will remain fully liable for the payment of the Basic Rent and Additional
Rent due and to become due hereunder and for the performance of all the
covenants, agreements, terms, provisions and conditions contained in this
Lease on the part of TENANT to be performed. TENANT further covenants and
agrees that notwithstanding any such assignment or subletting, no other
further assignment, underletting or subletting of the Premises or any part
thereof shall or will be made except upon compliance with and subject to
the provisions of this Section 17. TENANT shall promptly furnish to OWNER a
copy of each such sublease.
17.5 If this Lease be assigned, or if the Premises or any part thereof be
sublet or occupied by anybody other than TENANT, OWNER may, after default
by TENANT, collect rent from the assignee, subtenant or occupant, and apply
the net amount collected to the rent herein reserved, but no such
assignment, subletting, occupancy or collection shall be deemed a waiver by
OWNER of any TENANT'S covenants contained in this Section 17 or the
acceptance of the assignee, subtenant or occupant as TENANT, or a release
of TENANT from the further performance by TENANT of covenants on the part
of TENANT herein contained.
18. SEVERALTIES
If any provision of this Lease or the application thereof to either party hereto
or circumstance shall be invalid or unenforceable to any extent, the remainder
of this Lease and the application of
16
such provisions to either party hereto or circumstance shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
19. LIMITATION ON OWNER'S LIABILITY
Anything in this Lease to the contrary notwithstanding, TENANT agrees that it
shall look solely to the estate and property of OWNER in the land and buildings
comprises the Tower subject to prior rights of any mortgagee or trustee, for the
collection of any judgment or other judicial process requiring the payment of
money by OWNER in the event of any default or breach by OWNER with respect to
any of the terms, covenants and conditions of this Lease to be observed and/or
performed by OWNER, and no other assets of OWNER shall be subject to levy,
execution or other procedures for the satisfaction of TENANT'S remedies. In
event OWNER transfers this Lease, except as collateral security for a loan, upon
such transfer OWNER shall be released from all liability and obligations
hereunder, provided that the transferee assumes the obligations of OWNER under
this Lease.
EXECUTED as a sealed instrument in two or more counterparts on February 23,
1990.
TOWER INVESTMENT GROUP COMMUNICATION DEVELOPMENT
--------------------------
CONCEPTS
--------
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------- ------------------------------
Its: General Partner ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇▇▇▇
Its:
[SEAL]
If TENANT is a Corporation, the authorized officers must sign on behalf of the
Corporation and by doing so such officers covenant and warrant that TENANT is a
duly constituted corporation qualified to do business in Connecticut, that the
execution of the Lease has been duly authorized by TENANT and that the execution
of the Lease has been duly authorized by TENANT and that the execution of the
Lease and the performance by TENANT of its obligations hereunder do not violate
any provision of the corporate charter or by-laws, or any outstanding agreement
with any other party or entity. The Lease must be executed for TENANT by the
President or a Vice President and must be attested by the Secretary or Assistant
Secretary. A resolution authorizing the execution of the Lease must be
affirmatively voted by the Board of Directors and a certified
17
copy thereof must be attached hereto. The Corporate Seal of the TENANT, if such
a Seal exists, must be affixed.
18
EXHIBIT C
GUARANTY
--------
In consideration of and as an inducement to TOWER INVESTMENT GROUP
(hereinafter "Owner" to make the lease referred to below, and all of its
exhibits, with Communication Development Corporation hereinafter "Tenant"), the
undersigned guarantees to OWNER and its successors in title to the building
known as Danbury Executive Tower in Danbury, Connecticut, and OWNER'S assigns,
the full performance and observance of all of the covenants, conditions and
agreements provided in said lease and exhibits to be performed by TENANT without
requiring any notice of non-payment, non-performance, or non-observance, or
proof or notice or demand, whereby to charge the undersigned therefor, all of
which the undersigned hereby expressly waives, and expressly agrees that the
validity of this agreement of guaranty and the obligations of the undersigned
hereunder shall in no wise be terminated, affected or impaired by reason of the
assertion by OWNER against TENANT of any of the rights or remedies reserved to
OWNER pursuant to the provisions of the lease or exhibits. The undersigned
further covenants and agrees that this guaranty shall remain and continue in
full force and effect as to any and all renewals, modifications, or extensions
of the lease or of any exhibit, and during any period when TENANT holds over and
occupies or has the right to so occupy the Premises (as so described in the
lease) without a lease then being in effect, and as to any change in the size of
the Premises or of TENANT'S permitted use thereof or of rent or any other terms,
conditions, or covenants provided in the lease or any exhibits or any
modification thereof to be performed be either OWNER or TENANT to the same
extent as if such change were in effect at the time of execution of this
guaranty and whether or not the undersigned has received any notice thereof
either before, at the time of, or after the same is made (the undersigned hereby
waiving any such notice) and whether or not the undersigned consents or objects
thereto. The undersigned further agrees for said consideration that if more than
one person executes this guaranty or one or more counter parts hereof, their
liability hereunder shall be joint and several, and that the undersigned's
liability hereunder shall remain in full force and effect whether or not anyone
else executes this guaranty or a counter part hereof. The undersigned further
agrees for said consideration that in any action or proceeding brought by either
OWNER or the undersigned against the other by virtue of any matter arising out
of the terms of this guaranty that the undersigned, to the extent permitted by
law, shall and does hereby waive trial by jury.
Executed as a Connecticut sealed instrument this 29 day of April 1993.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Witness:
/s/ /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ---------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
19
Residence Address:
-----------------------------------------------
Business Address: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Lease Dated: February 23, 1990
----------------------
OWNER: TOWER INVESTMENT GROUP
TENANT: Communication Development Corporation
20
LEASE MODIFICATION AGREEMENT
THIS AGREEMENT, made this 1st day of January 1993, by and between
Tower Investment Group (hereinafter "LESSOR"), and COMMUNICATIONS DEVELOPMENT
CONCEPT (hereinafter "LESSEE"):
WITNESSETH
WHEREAS, on the 23rd day of February, 1990, LESSOR entered into a
certain Lease Agreement (hereinafter referred to as "AGREEMENT") with LESSEE for
approximately 1,066.66 square feet of office space for a term of three (3) years
in accordance with Section 2 in said Agreement; and
WHEREAS, LESSOR and LESSEE desire to modify the term and certain other
terms, provisions and conditions of said agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the LESSOR and LESSEE hereby agree as follows:
1) The Basic Rent described in Section 3.1 is hereby modified by
deleting $1200.00 and substituting in its place the sum of $2,657.00.
2) The Pro Rata Share of ".019%" described in Section 4.2 is hereby
deleted and substituted in its place is .0413%.
3) The gross rentable area of "approximately 1,066.66 square feet"
enumerated in Section 4.4 is hereby deleted and substituted in its place is
"approximately 2277.60 square feet".
4) The LESSOR agrees that it shall perform for LESSEE certain tenant
improvements to the premises as may be mutually agreed to between LESSOR and
LESSEE.
IN ALL OTHER respects the terms, provisions and conditions of the
Agreement shall remain in full force and effect and are hereby restated and
reaffirmed and the term, provision or condition of said agreement shall be
deemed to have been waived by any prior action or non action.
LESSOR - TOWER INVESTMENT
GROUP
By: /s/
--------------------------------------
LESSEE - COMMUNICATION
DEVELOPMENT CONCEPTS
21
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
22
LEASE MODIFICATION AND EXTENSION AGREEMENT
------------------------------------------
THIS AGREEMENT, made this 22th day of February 1993, by and between TOWER
INVESTMENT GROUP a Connecticut General Partnership (hereinafter "OWNER"), and
COMMUNICATION DEVELOPMENT CORPORATION a Connecticut Corporation (hereinafter
"TENANT"):
WITNESSETH:
WHEREAS, on the 23rd day of February, 1990, OWNER entered into a
certain Lease Agreement (hereinafter referred to as "AGREEMENT") for
approximately 1,066.66 square feet of office space at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ for a term of three (3) years;
WHEREAS, OWNER and TENANT modified said AGREEMENT pursuant to a
certain Lease Modification Agreement dated January 1, 1993, wherein, inter alia,
the gross rentable area was modified to approximately 2,277.60 square feet; and
WHEREAS, OWNER and TENANT wish to extend the term of said Agreement
and further modify certain terms, provisions and conditions contained therein;
and
WHEREAS, except as specifically modified herein, the TENANT and OWNER
wish to continue said Agreement on the terms, provisions and conditions
contained therein;
NOW, THEREFORE, in consideration of ONE DOLLAR ($1.00) and other
valuable consideration and the mutual covenants contained herein, the OWNER, and
TENANT hereby agree as follows:
1) The term of the agreement described in Section 2 therein shall be
extended for an additional period of FIVE (5) years (hereinafter "new five year
term").
2) Section 3.1 of the agreement is hereby deleted and the following
is substituted in its place:
3.1 AMOUNT
TENANT covenants to pay during the first year of the "new five
year term" the sum of $2,657.00 per month as basic rent
(hereinafter "Basic Rent") in advance, and appropriate fractions
of monthly payments for portions of a month at the beginning or
end of the term, to such person and at such place as owner may
from time to time designate.
The Basic Rent for subsequent years shall be as follows:
(a) the annual amount of $32,455.80 for the second year of the new
five year term, in monthly installments of $2,704.65 as "basic
rent".
23
(b) the annual amount of $33,025.20 for the third year of the new
five year term, in monthly installments of $2,752.10 as "basic
rent".
(c) the annual amount of $33,594.60 for the fourth year of the new
five year term, in monthly installments of $2,799.55 as "basic
rent".
(d) the annual amount of $34,164.00 for the fifth year of the new
five year term, in monthly installments of $2,847.00 as "basic
rent".
IN ALL OTHER respects, the terms, provisions and conditions of the
Agreement shall remain in full force and effect and are hereby restated and
reaffirmed and no term, provision or condition of said agreement shall be deemed
to have been waived by any prior action or non action.
OWNER - TOWER INVESTMENT
GROUP
DATE May 3, 1993 BY: /s/
------------------ ----------------------------
TENANT - COMMUNICATION
DEVELOPMENT CORPORATION
DATE April 29, 1993 BY: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------ ----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: President
24
CONSENT TO ASSIGNMENT
The undersigned Landlord hereby consents to the Assignment of a
certain lease of commercial premises between Communication Development Concepts,
as Tenant and Tower Investment Group, as Landlord dated February 23, 1990, as
modified January 1, 1993 and as it may be further modified to Communication
Development Corporation as Tenant, effective December 31, 1990, hereby
releasing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (a/k/a ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) and ▇▇▇▇▇▇ ▇▇▇▇ (a/k/a
▇▇▇▇▇▇ ▇. ▇▇▇▇) from obligations of said lease as Tenant; provided however,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (a/k/a ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) and ▇▇▇▇▇▇ ▇▇▇▇ (a/k/a ▇▇▇▇▇▇ ▇.
▇▇▇▇) d/b/a Communications Development Concepts are now Guarantors of the above
referenced lease in accordance with Exhibit C to said lease, a copy of which is
attached to this Consignment To Assignment.
Dated at Danbury, CT
this 1st day of April 1993
------------------------------ -------------------------------
TOWER INVESTMENT GROUP
BY: ▇▇▇▇ ▇. ▇▇▇▇▇
A GENERAL PARTNER
------------------------------
STATE OF CONNECTICUT)
) ss: DANBURY
COUNTY OF FAIRFIELD )
On this day of April 1993, before me, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the
undersigned officer, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇ known to me (or
satisfactorily proven) to be the person whose name is subscribed to within
instrument and acknowledged that he executed the same for the purpose therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Notary Public
My Commission Expires: 11/30/97
25
THIRD LEASE MODIFICATION
------------------------
THIS AGREEMENT, made this 24th day of August 1994, by and between
TOWER INVESTMENT GROUP a Connecticut General Partnership (hereinafter "OWNER"),
and COMMUNICATIONS DEVELOPMENT CORPORATION acting herein by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
its president, (hereinafter "TENANT"):
WITNESSETH:
WHEREAS, on the 23rd day of February, 1990, OWNER and TENANT entered
into a certain Lease Agreement (hereinafter referred to as "AGREEMENT") for the
rental of office space at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ for a term of
three (3) years;
WHEREAS, OWNER and TENANT modified said AGREEMENT pursuant to a
certain Lease Modification Agreement dated January 1, 1993, and
WHEREAS, OWNER and TENANT further modified said AGREEMENT pursuant to
a certain LEASE MODIFICATION AND EXTENSION AGREEMENT dated February 22, 1993;
and
WHEREAS, TENANT has requested and OWNER has agreed to provide
additional space, on a best effort basis, in consideration of TENANT paying
additional rent; and
WHEREAS, OWNER and TENANT wish to modify said Agreement to reflect the
terms, provisions and conditions for providing said additional space and payment
of the additional rent; and
WHEREAS, except as specifically modified herein, the OWNER and TENANT
wish to continue said Agreement on the terms, provisions and conditions
contained therein;
NOW, THEREFORE, in consideration of ONE DOLLAR ($1.00) and other
valuable consideration and the mutual covenants contained herein, the OWNER and
TENANT hereby agree as follows:
1) The premises described in paragraph 1 of the Agreement shall be
increased as follows:
a) Commencing on or about September 1, 1994, TENANT shall occupy
1,265 square feet of additional space, adjacent to the premises and now
occupied by ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇ Agency, Inc. (hereinafter ▇▇▇▇▇▇▇
Space), pursuant to the floor plan attached hereto as Schedule A.
----------
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b) Commencing on or about September 1, 1995, TENANT shall occupy
1,265 square feet of additional space, now occupied as the ▇▇▇▇▇▇▇ Space,
pursuant to the floor plan attached hereto as Schedule B.
2) Section 3.1 of the agreement is hereby deleted and the following
is substituted in it's place:
Commencing with TENANT'S occupancy of the 1,265 square feet of
additional space described in paragraph 1a) above, the basic rent
shall increase as follows:
September 1, 1994 to December 31, 1994 the monthly base rent
amount shall be $4,207.00 (space increase only - 3542.60, 2nd
lease year),
January 1, 1995 to August 31, 1995 the monthly base rent amount
shall be $4,281.00 (rate increase only, 3rd lease year),
Commencing with TENANT'S occupancy of 1,265 square feet of additional
space described in paragraph 1b) above, the basic rent shall increase
as follows:
September 1, 1995 to December 31, 1995 the monthly base rent
amount shall be $5,809.00 (space increase only - $4,807.60, 3rd
lease year),
The basic rent for the subsequent years shall be as follows:
January 1, 1996 to December 31, 1996 the monthly base rent amount
shall be $5,909.00 (rate increase only, 4th lease year),
January 1, 1997 to February 28, 1998 the monthly base rent amount
shall be $6,010.00 (rate increase only, 5th lease year),
3) Section 4.2 is modified so that commencing with TENANT'S occupancy
of the additional space described in paragraph 1a) above the pro rata share
shall be .0642.
- Commencing with TENANT'S occupancy of the additional space
described in paragraph 1b) above, the pro rata share shall be
.0871
4) Section 4.4 is modified so that the area of the premises is
increased to 3,542.60 for the period commencing September 1, 1994 and concluding
on August 31, 1995. The area of the premises shall be increased to 4807.60
commencing on September 1, 1995 and continuing to February 28, 1998.
5) The OWNER agrees that it shall perform for TENANT certain tenant
improvements to the premises as may be mutually agreed to between OWNER and
TENANT.
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6) The OWNER and TENANT agree that occupancy, as used in paragraph 1
of this third modification agreement, shall mean the date established pursuant
to the Term Commencement Certificate which shall be substantially in the same
form as Schedule C attached hereto, made part hereof and incorporated herein by
reference. Occupancy to take place providing work is completed shall be on or
before October 15, 1994.
IN ALL OTHER respects, the terms, provisions and conditions of the
Agreement shall remain in full force and effect and are hereby restated and
reaffirmed and no term, provision or condition of said agreement shall be deemed
to have been waived by any prior action or non action.
OWNER - TOWER INVESTMENT GROUP
DATE: 8/24/94 BY /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------- ------------------------------
TENANT - COMMUNICATION
DEVELOPMENT CORPORATION
DATE: 8/24/94 BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------- ------------------------------
It's President
DATE: 8/24/94 GUARANTOR(S)
-------------------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
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