Exhibit 10.48
Clifton, NJ
ASSIGNMENT OF REAL ESTATE LEASE
In consideration of ten dollars and other good and valuable
consideration, to it in hand paid, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Cinema, Inc., a New Jersey corporation ("Assignor"), hereby sells, transfers,
conveys, assigns and delivers to CCC ▇▇▇▇▇▇▇ Cinema Corp., a Delaware
corporation ("Assignee"), all of Assignor's right, title and interest as lessee
under, to and in that certain lease dated November 5, 1986 by and between 96
Market Associates, a partnership, as lessor and Assignor, as amended by 96
Market Associates and Assignor pursuant to a Lease Modification Agreement dated
October 10, 1989 (collectively, the "Lease") relating to the real property
located at 96 Market Street, Clifton, Passaic County, New Jersey and known as
the Clifton Theater. Assignee hereby assumes all of such right, title and
interest and agrees to pay, perform and otherwise satisfy the obligations of
Assignor under the Lease to be performed on or after the date of this Assignment
other than any such obligations or any other liability arising out of any
failure by Assignor to pay, perform and satisfy all its obligations arising
thereunder prior to the date hereof.
This Assignment is being delivered pursuant to the Asset Purchase
Agreement dated as of May 29, 1996 by and among Clearview Cinema Group, Inc., a
Delaware corporation, CCC Washington Cinema Corp., a Delaware corporation, CCC
▇▇▇▇▇▇▇ Cinema Corp., a Delaware corporation, and CCC New City Cinema Corp., a
Delaware corporation (collectively, the "Purchasers") and Township of Washington
Theater, Inc., a New Jersey corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Cinema, Inc., a New
Jersey corporation and New City Cinemas, Inc., a New York corporation
(collectively, the "Sellers") including the provisions of Articles III, IV and
VII thereof regarding representations and warranties and indemnification,
respectively.
Witness the due execution hereof this the ____ day of May, 1996.
ATTEST: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CINEMA, INC.
By: __________________________ By: __________________________
Title: _______________________ Title: _______________________
ATTEST: CCC ▇▇▇▇▇▇▇ CINEMA CORP.
By: __________________________ By: __________________________
Title: _______________________ Title: ________________________
STATE OF NEW JERSEY
SS.:
COUNTY OF _______________________
I CERTIFY that on May ____, 1996, _________________________ personally
came before me, and this person acknowledged under oath, to my satisfaction,
that:
a) this person is the ______________ secretary of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Cinema, Inc., the corporation named in this document;
b) this person is the attesting witness to the signing of this
document by the proper corporate officer who is
_______________________________, the ____________ President of the
corporation;
c) this document was signed and delivered by the corporation as its
voluntary act duly authorized by a proper resolution of its Board
of Directors; and
d) this person signed this proof to attest to the truth of these
facts.
------------------------------------------------
(Print name of attesting witness below signature)
Signed and sworn to before me on May _______, 1996.
--------------------------------
STATE OF ________________________
SS.:
COUNTY OF _______________________
I CERTIFY that on May ____, 1996, ________________________ personally
came before me, and this person acknowledged under oath, to my satisfaction,
that:
a) this person is the ______________ secretary of CCC ▇▇▇▇▇▇▇ Cinema
Corp. the corporation named in this document;
b) this person is the attesting witness to the signing of this
document by the proper corporate officer who is
_______________________________, the ____________ President of the
corporation;
c) this document was signed and delivered by the corporation as its
voluntary act duly authorized by a proper resolution of its Board
of Directors; and
d) this person signed this proof to attest to the truth of these
facts.
------------------------------------------------
(Print name of attesting witness below signature)
Signed and sworn to before me on May _______, 1996.
---------------------------------
This lease, dated the 5th day of November 1986 Between 96 MARKET ASSOCIATES, a
partnership, c/o Jersey Management Co., Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CINEMA, INC., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter referred to as the Tenant,
WITNESSETH: That the Landlord hereby demises and leases unto the Tenant, and the
Tenant hereby hires and takes from the Landlord for the term and upon the
rentals hereinafter specified, the premises described as follows, situated in
the City of ▇▇▇▇▇▇▇, County of Passaic and State of New Jersey.
Theatre located on the first floor in the building known as ▇▇▇▇▇▇▇ Theatre, ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
The term of this demise shall be for twenty (20) years beginning January
15, 1987 and ending January 14, 2007.
The rent for the demised term shall be ONE MILLION THREE HUNDRED
THOUSAND AND NO/100 DOLLARS--------------------------($1,300,000.00),*which
shall accrue at the yearly rate of SIXTY-FIVE THOUSAND AND NO/100*($65,000.00)
DOLLARS.*
The said rent is to be payable monthly in advance on the first day of each
calendar month for the term hereof, in instalments as follows: FIVE THOUSAND
FOUR HUNDRED SIXTEEN DOLLARS AND SIXTY-SEVEN CENTS* ($5,416.67)*. All rents are
due and payable on the first day of each and every month,
at the office of the Landlord,
or as may be otherwise directed by the Landlord in writing.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
First.--The Landlord covenants that the Tenant, on paying the said
rental and performing the covenants and conditions in this Lease contained,
shall and may peaceably and quietly have, hold and enjoy the demised premises
for the term aforesaid.
Second.--The Tenant covenants and agrees to use the demised premises
as a Movie Theatre only, provided no x-rated films may be shown or exhibited
without the consent of the Landlord, and under no circumstances shall what are
classified as triple x hardcore pornography to be shown at any time or exhibited
at any time at said theatre. It is understood that the Tenant can show x-rated
films which are not of ** and agrees not to use or permit the premises to be
used for any other purpose without the prior written consent of the Landlord
endorsed hereon. **the hardcore pornography type which are shown by other
neighborhood or similar theatres and distributed by major movie studios.
Third.--The Tenant shall, without any previous demand therefor, pay to
the Landlord, or its agent, the said rent at the times and in the manner above
provided. In the event of the non-payment of said rent, or any instalment
thereof, at the times and in the manner above provided, and if the same shall
remain in default for 20 days after becoming due, or if the Tenant shall be
dispossessed for non-payment of rent, or if the leased premises shall be
deserted or vacated, the Landlord or its agents shall have the right to and may
enter the said premises as the agent of the Tenant, either by force or
otherwise, without being liable for any prosecution or damages therefor, and may
relet the premises as the agent of the Tenant, and receive the rent therefor,
upon such terms as shall be satisfactory to the Landlord, and all rights of the
Tenant to repossess the premises under this lease shall be forfeited. Such
re-entry by the Landlord shall not operate to release the Tenant from any rent
to be paid or covenants to be performed hereunder during the full term of this
lease. For the purpose of reletting, the Landlord shall be authorized to make
such repairs or alternations in or to the leased premises as may be necessary to
place the same in good order and condition. The Tenant shall be liable to the
Landlord for the cost of such repairs or alterations, and all expenses of such
reletting. If the sum realized or to be realized from the reletting is
insufficient to satisfy the monthly or term rent provided in this lease, the
Landlord, at its option, may require the Tenant to pay such deficiency month by
month, or may hold the Tenant in advance for the entire deficiency to be
realized during the term of the reletting. The Tenant shall not be entitled to
any surplus accruing as a result of the reletting. The Landlord is hereby
granted a lien, in addition to any statutory lien or right to distrain that may
exist, on all personal property of the Tenant in or upon the demised premises,
to secure payment of the rent and performance of the covenants and conditions of
this lease. The Landlord shall have the right, as agent of the Tenant, to take
possession of any furniture, fixtures or other personal property of the Tenant
found in or about the premises, and sell the same at public or private sale and
to apply the proceeds thereof to the payment of any monies becoming due under
this lease, the Tenant hereby waiving the benefit of all laws exempting property
from execution, levy and sale on distress or judgment. The Tenant agrees to pay,
as additional rent, all attorney's fees and other expenses incurred by the
Landlord in enforcing any of the obligations under this lease.
Fourth--The Tenant shall not sub-let the demised premises nor any
portion thereof, nor shall this lease be assigned by the Tenant without the
prior written consent of the Landlord endorsed hereon.
Fifth--The Tenant has examined the demised premises, and accepts them
in their present condition (except as otherwise expressly provided herein) and
without any representations on the part of the Landlord or its agents as to the
present or future condition of the said premises. The Tenant shall keep the
demised premises in good condition, and shall redecorate, paint and renovate the
said premises as may be necessary to keep them in repair and good appearance.
The Tenant shall quit and surrender the premises at the end of the demised term
in as good condition as the reasonable use thereof will permit. The Tenant shall
not make any structural alterations, additions, or improvements to said premises
without the prior written consent of the Landlord improvements, the same as long
as the same do not diminish the value of the premises. All erections,
alterations, additions and improvements, whether temporary or permanent in
character, which may be made upon the premises either by the Landlord or the
Tenant, except furniture or movable trade fixtures installed at the expense of
the Tenant, shall be the property of the Landlord and shall remain upon and be
surrendered with the premises as a part thereof at the termination of this
Lease, without compensation to the Tenant. The Tenant further agrees to keep
said premises and all parts thereof in a clean and sanitary condition and free
from trash, inflammable material and other objectionable matter. If this lease
covers premises, all or a part of which are on the ground floor, the Tenant
further agrees to keep the sidewalks in front of such ground floor portion of
the demised premises clean and free of obstructions, snow and ice.
Sixth.--In the event that any mechanics' lien is filed against the
premises as a result of alterations, additions or improvements made by the
Tenant, the Landlord, at its option, after thirty days' notice to the Tenant,
may terminate this lease and may pay the said lien, without inquiring into the
validity thereof, and the Tenant shall
forthwith reimburse the Landlord the total expense incurred by the Landlord in
discharging the said ▇▇▇▇, as additional rent hereunder.
Seventh--The Tenant agrees to replace at the Tenant's expense any and
all glass which may become broken in and on the demised premises. Plate glass
and mirrors, if any, shall be insured by the Tenant at their full insurable
value in a company satisfactory to the Landlord. Said policy shall be of the
full premium type, and shall be deposited with the Landlord or its agent.
Eighth.--The Landlord shall not be responsible for the loss of or
damage to property, or injury to persons, occurring in or about the demised
premises, by reason of any existing or future condition, defect, matter or thing
in said demised premises or the property of which the premises are a part, or
for the acts, omissions or negligence of other persons or tenants in and about
the said property. The Tenant agrees to indemnify and save the Landlord harmless
from all claims and liability for losses of or damage to property, or injuries
to persons occurring in or about the demised premises.
Ninth.--Utilities and services furnished to the demised premises for
the benefit of the Tenant shall be provided and paid for as follows: water by
the Tenant; gas by the Tenant; electricity by the Tenant; heat by the Tenant;
refrigeration by the Tenant; hot water by the Tenant. Tenant shall be
responsible for all interior repairs and the maintenance and repair of the
air-conditioning and heating system, the repair and maintenance of the roof, and
the maintenance of all exterior doors and glass areas.
The Landlord shall not be liable for any interruption or delay in any of the
above services for any reason.
Tenth.--The Landlord, or its agents, shall have the right to enter the
demised premises at reasonable hours in the day or night to examine the same, or
to run telephone or other wires, or to make such repairs, additions or
alterations as it shall deem necessary for the safety, preservation or
restoration of the improvements, or for the safety or convenience of the
occupants or users thereof (there being no obligation, however, on the part of
the Landlord to make any such repairs, additions or alterations), or to exhibit
the same to prospective purchasers and put upon the premises a suitable "For
Sale" sign. For three months prior to the expiration of the demised terms, the
Landlord, or its agents, may similarly exhibit the premises to prospective
tenants, and may place the usual "To Let" signs thereon.
Eleventh.--In the event of the destruction of the demised premises or
the building containing the said premises by fire, explosion, the elements or
otherwise during the term hereby created, or previous thereto, or such partial
destruction thereof as to render the premises wholly untenantable or unfit for
occupancy, or should the demised premises be so badly injured that the same
cannot be repaired within ninety days from the happening of such injury, then
and in such case the term hereby created shall, at the option of the Landlord,
cease and become null and void from the date of such damage or destruction, and
the Tenant shall immediately surrender said premises and all the Tenant's
interest therein to the Landlord, and shall pay rent only to the time of such
surrender, in which event the Landlord may re-enter and re-possess the premises
thus discharged from this lease and may remove all parties therefrom. Should the
demised premises be rendered untenatable and unfit for occupancy, but yet be
repairable within ninety days from the happening of said injury, the Landlord
may enter and repair the same with reasonable speed, and the rent shall not
accrue after said injury or while repairs are being made, but shall recommence
immediately after said repairs shall be completed. But if the premises shall be
so slightly injured as not to be rendered untenatable and unfit for occupancy,
then the Landlord agrees to repair the same with reasonable promptness and in
that case the rent accrued and accruing shall not cease or determine. The Tenant
shall immediately notify the Landlord in case of fire or other damage to the
premises. SEE RIDER ATTACHED HERETO.
Twelfth--The Tenant agrees to observe and comply with all laws,
ordinances, rules and regulations of the Federal, State, County and Municipal
authorities applicable to the business to be conducted by the Tenant in the
demised premises. The Tenant agrees not to do or permit anything to be done in
said premises, or keep anything
therein, which will increase the rate of fire insurance premiums on the
improvements or any part thereof, or on property kept therein, or which will
obstruct or interfere with the rights of other tenants, or conflict with the
regulations of the Fire Department or with any insurance policy upon said
improvements or any part thereof. In the event of any increase in insurance
premiums resulting from the Tenant's occupancy of the premises, or from any act
or omission on the part of the Tenant, the Tenant agrees to pay said increase in
insurance premiums on the improvements or contents thereof as additional rent.
Thirteenth.--No sign, advertisement or notice shall be affixed to or
placed upon any part of the demised premises by the Tenant, except in such
manner, and of such size, design and color as shall be approved in advance in
writing by the Landlord.
Fourteenth.--This lease is subject and is hereby subordinated to all
present and future mortgages, deeds of trust and other encumbrances affecting
the demised premises or the property of which said premises are a part. The
Tenant agrees to execute, at no expense to the Landlord, any instrument which
may be deemed necessary or desirable by the Landlord to further effect the
subordination of this lease to any such mortgage, deed of trust or encumbrance.
Fifteenth.--XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.
Sixteenth.--The rules and regulations regarding the demised premises,
affixed to this lease, if any, as well as any other and further reasonable rules
and regulations which shall be made by the Landlord, shall be observed by the
Tenant and by the Tenant's employees, agents and customers. The Landlord
reserves the right to rescind any presently existing rules applicable to the
demised premises, and to make such other and further reasonable rules and
regulations as, in its judgment, may from time to time be desirable for the
safety, care and cleanliness of the premises, and for the preservation of good
order therein, which rules, when so made and notice thereof given to the Tenant,
shall have the same force and effect as if originally made a part of this lease.
Such other and further rules shall not, however, be inconsistent with the proper
and rightful enjoyment by the Tenant of the demised premises.
Seventeenth.--In case violation by the Tenant of any of the covenants,
agreements and conditions of this lease, or of the rules and regulations now or
hereafter to be reasonably established by the Landlord, and upon failure to
discontinue such violation within ten days after notice thereof given to the
Tenant, this lease shall thenceforth, at the option of the Landlord, become null
and void, and the Landlord may re-enter without further notice or demand. The
rent in such case shall become due, be apportioned and paid on and up to the day
of such re-entry, and the Tenant shall be liable for all loss or damage
resulting from such violation as aforesaid. No waiver by the Landlord of any
violation or breach of condition by the Tenant shall constitute or be construed
as a waiver of any other violation or breach of condition, nor shall lapse of
time after breach of condition by the Tenant before the Landlord shall exercise
its option under this paragraph operate to defeat the right of the Landlord to
declare this lease null and void and to re-enter upon the demised premises after
the said breach or violation.
Eighteenth.--All notices and demands, legal or otherwise, incidental
to this lease, or the occupation of the demised premises, shall be in writing.
If the Landlord or its agent desires to give or serve upon the Tenant any notice
or demand, it shall be sufficient to send a copy thereof by registered mail,
addressed to the Tenant at the demised premises or to leave a copy thereof with
a person of suitable age found on the premises, or to post a copy thereof upon
the door of said premises. Notices from the Tenant to the Landlord shall be sent
by registered mail or delivered to the Landlord at the place hereinbefore
designated for the payment of rent, or to such party or place as the Landlord
may from time to time designate in writing.
Nineteenth.--It is further agreed that if any time during the term of
this lease the Tenant shall make _____ assignment for the benefit of creditors,
or be decreed insolvent or bankrupt, according to law, or if a receiver shall
_______ appointed for the Tenant, then the Landlord may, at its option,
terminate this lease, exercise of such option to be evidenced by notice to that
effect served upon the assignee, receiver, trustee or other person in charge
of the liquidation ________ the property of the Tenant or the Tenant's estate,
but such termination shall not release or discharge any payment _________ rent
payable hereunder and then accrued, or any liability then accrued by reason of
any agreement or covenant here_____ contained on the part of the Tenant, or the
Tenant's legal representatives.
Twentieth.--In the event that the Tenant shall remain in the demised
premises after the expiration of the term of this lease without having executed
a new written lease with the Landlord, such holding over shall not constitute a
renewal or extension of this lease. The Landlord may, at its option, elect to
treat the Tenant as one who has not removed at the end of his term, and
thereupon be entitled to all the remedies against the Tenant provided by law in
that situation or the Landlord may elect, at its option, to construe such
holding over as a tenancy from month to month, subject to all the terms and
conditions of this lease, except as to duration thereof, and in that event the
Tenant shall pay monthly rent in advance at the rate provided herein as
effective during the last month of the demised term.
Twenty-first.--If the property or any part thereof wherein the demised
premises are located shall be taken by public or quasi-public authority under
any power of eminent domain or condemnation, this lease, at the option of the
Landlord, shall forthwith terminate and the Tenant shall have no claim or
interest in or to any award of damages for such taking.
Twenty-second.--The Tenant has this day deposited with the Landlord
the sum of $ NONE as security for the full and faithful PERFORMANCE BY THE
Tenant of all the terms, covenants and conditions of this lease upon the
Tenant's part to be performed, which said sum shall be returned to the Tenant
after the time fixed as the expiration of the term herein, provided the Tenant
has fully and faithfully carried out all of said terms, covenants and conditions
on Tenant's part to be performed. In the event of a bona fide sale, subject to
this lease, the Landlord shall have the right to transfer the security to the
vendee for the benefit of the Tenant and the Landlord shall be considered
released by the Tenant from all liability for the return of such security; and
the Tenant agrees to look to the new Landlord solely for the return of the said
security, and it is agreed that this shall apply to every transfer or assignment
made of the security to a new Landlord. The security deposited under this lease
shall not be mortgaged, assigned or encumbered by the Tenant without the written
consent of the Landlord. SEE PARAGRAPH #38 for addition to this Paragraph.
Twenty-third.--Any dispute arising under this lease shall be settled
by arbitration. Then Landlord and Tenant shall each choose an arbitrator, and
the two arbitrators thus chosen shall select a third arbitrator. The findings
and award of the three arbitrators thus chosen shall be final and binding on the
parties hereto.
Twenty-fourth.--No rights are to be conferred upon the Tenant until
this lease has been signed by the Landlord, and an executed copy of the lease
has been delivered to the Tenant.
Twenty-fifth.--The foregoing rights and remedies are not intended to
be exclusive but as additional to all rights and remedies the Landlord would
otherwise have by law.
Twenty-sixth.--All of the terms, covenants and conditions of this
lease shall inure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns of the parties hereto.
However, in the event of the death of the Tenant, if an individual, the Landlord
may, at its option, terminate this lease by notifying the executor or
administrator of the Tenant at the demised premises.
Twenty-seventh.--This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in nowise be effected, impaired or excused
because Landlord is unable to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with
the National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any
governmental agency or by reason of the conditions of supply and demand which
have been or are affected by the war.
Twenty-eighth.--This instrument may not be changed orally.
SEE RIDER ATTACHED HERETO
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and
seals the day and year first above written.
Witness: 96 MARKET ASSOCIATES (SEAL)
------------------------------------
Landlord
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------- --------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Partner
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CINEMA, INC. (SEAL)
--------------------------- ------------------------------------
Tenant
Dated: November 5, 1986 By __________________________ (SEAL)
RIDER ATTACHED TO LEASE BY AND BETWEEN
96 MARKET ASSOCIATES, a partnership,
as Landlord; and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CINEMA,
INC., as Tenant, dated Nov. 5, 1986.
TWENTY-NINTH: In addition to the within monthly rental, the Tenant shall
pay as additional rent seventy-six (76%) per cent of any increase in real estate
taxes levied against the land and building of which the demised premises are a
part over and above the real estate taxes so levied for the base year 1986,
which is Eighteen Thousand One Hundred Forty-Four and 62/100 ($18,144.62)
Dollars. Annually, during the term hereof or any renewals hereof the Landlord
shall calculate such increase in real estate taxes and advise the Tenant, in
writing, of the amount of such increase over and above the base year. The Tenant
shall pay its seventy-six (76%) per cent share of any such increases by
remitting the same to the Landlord on the first day of the month following
receipt of such notice. If this Lease is in effect for only part of a particular
calendar year, the additional rent herein provided shall be prorated for that
year based on the number of months during which the Lease is in effect. This
paragraph shall not be effective during the first year of the Lease (calendar
year 1987).
THIRTIETH: In further addition to the within monthly rental, the Tenant
shall pay as additional rental seventy-six (76%) per cent of the cost of
providing services and all other operating costs incurred by the Landlord in the
operation of the land and building of which the leased premises are a part,
including but not limited to snow removal, general repairs of the common areas,
common systems, and parking lot, and parking lot maintenance. Monthly, during
the term hereof or any renewals hereof, the Landlord shall calculate such costs
of providing said utilities and services and advise the Tenant, in writing, of
the amount. The Tenant shall pay its seventy-six (76%) per cent share by
remitting the same to the Landlord on the first day of the month following
receipt of such notice. This paragraph shall not be effective during the first
year of the Lease to wit: the calendar year 1987. The Landlord shall be
responsible for snow removal and maintenance of said parking lots referred to in
this paragraph, except for the parking lot covered by the library lease which is
referred to and was entered into on October 1, 1984, which shall be the sole
responsibility of the Tenant. The Tenant, however, in addition, shall be
obligated to remove all snow and ice from the sidwalk abutting the leased
premises and shall be required to keep said sidewalk area clean at all times.
THIRTY-FIRST: In further addition to the within monthly rental, the
Tenant shall pay as additional rent seventy-six (76%) per cent of any increase
in insurance premiums incurred by the Landlord in insuring the land and building
of which the demised premises are a part for liability and for damage by fire,
explosion, elements or otherwise over and above the base year 1986. Annually,
during the term hereof, the Landlord shall calculate such increase in insurance
costs and advise the Tenant, in writing, of the amount of such increase over and
above the base year. The Tenant shall pay its seventy-six (76%) per cent share
of any such increase by remitting the same to the Landlord on the first day of
the month following receipt of such notice. If this Lease is in effect for only
part of a particular calendar year, the additional rent herein provided shall be
prorated for that year based on the number of months during which the Lease is
in effect. This
paragraph shall not be effective during the first year of the Lease (calendar
year 1987). In addition to the above, the Tenant shall be liable to obtain and
maintain liability insurance covering its operations, naming the Landlord as an
additional insured in an insurance company duly authorized and licensed to do
business in the State of New Jersey in an amount of One Million and No/100
($1,000,000.00) Dollars for each accident or occurrence of bodily injury or
death and for Fifty Thousand and No/100 ($50,000.00) Dollars for property
damage. Said policy is to include a waiver of subrogation. Additionally, the
Tenant agrees to keep the personal property, including betterments and
improvements on the premises insured from loss against fire, theft or other
cause, extended coverage insurance during the term of this Lease at its sole
costs and expense and to name the Landlord as owner and insured in such policies
of insurance, which insurance coverage shall be in the amount of not less than
Two Hundred Fifty Thousand and No/100 ($250,000.00) Dollars. All certificates
and policies of insurance shall be delivered to the Landlord prior to January
15, 1987.
THIRTY-SECOND: It is expressly understood and agreed that if because of
the Tenant's occupancy, it shall be impossible to obtain fire insurance on the
buildings of which the demised premises are a part in an amount and in a form
acceptable to the Landlord, and at a rate equal to the rate now being paid by
the Landlord and from a fire insurance company licensed to do business in the
State of New Jersey by the Commissioner of Insurance, the Landlord may, if it so
elects, at any time thereafter, terminate this Lease and the term hereof, upon
giving to the Tenant thirty (30) days notice of its intension so to do, and upon
giving of such notice, this Lease shall terminate and come to an end.
THIRTY-THIRD: The Tenant will install, at its own cost and expense, such
fire extinguishers in the demised premises as may be required by the Fire
Prevention Bureau of the City of ▇▇▇▇▇▇▇.
THIRTY-FOURTH: In the event any improvements installed by the Tenant
causes an increase in the assessment for real estate tax purposes of the land
and building of which the demised premises are a part, all taxes resulting from
such increase in assessment shall be paid by the Tenant as additional rent in
the manner set forth in Paragraph Twenty-Ninth hereof.
THIRTY-FIFTH: If rent is not postmarked by the Tenant or paid by the
Tenant to the Landlord before the fifth of the month, then if the same is
postmarked by the Tenant or paid by the Tenant to the Landlord on the fifth of
the month and by the tenth of the month, then there shall be late charge of five
(5%) per cent of said monthly payment to be added as additional rental to said
monthly payment of rent not so paid, and if the rent is postmarked on the
eleventh of the month and by the twentieth of the month or paid by the Tenant to
the Landlord on the eleventh of the month through the twentieth of the month, a
late charge of twenty (20%) per cent of said monthly rental is to be added as
additional rental to each monthly rental installment of rent not so paid.
THIRTY-SIXTH: The rent schedule is set forth in this paragraph. In
addition to the base annual rent as described below, the Tenant agrees to pay
additional rents as explained in Paragraphs Number 29, 30, and 31:
(a) Rents for the five (5) year period from January 15, 1987 to January
14, 1992: The Sixty-Five Thousand and No/100 ($65,000.00) Dollars base annual
rental will remain constant for the first five (5) years of the Lease.
(b) Rent for the five (5) year period from January 15, 1992 to January
14, 1997: Effective January 15, 1992, the base annual rent is to be increased by
fifty (50%) per cent of the percentage increase of the Consumer Price Index for
Urban Wage Earners & Clerical Workers for the New York/Northeastern New Jersey
Area for the month of July, 1991, over and above said index for the month of
July, 1986, which is 316.5, or by fifteen (15%) per cent of the prior year's
base annual rent, whichever amount is greater, but not to exceed twenty-five
(25%) per cent.
(c) Rent for the five (5) year period from January 15, 1997 to January
14, 2002: Effective January 15, 1997, the base annual rent is to be increased by
fifty (50%) per cent of the percentage increase of the Consumer Price Index for
Urban Wage Earners & Clerical Workers for the New York/Northeastern New Jersey
Area for the month of July, 1996, over and above said index for the month of
July, 1986, which is 316.5, or by fifteen (15%) per cent of the prior year's
base annual rent, whichever amount is greater, but not to exceed twenty-five
(25%) per cent.
(d) Rent for the five (5) year period from January 15, 2002 to January
14, 2007: Effective January 15, 2002, the base annual rent is to be increased by
fifty (50%) per cent of the percentage increase of the Consumer Price Index for
Urban Wage Earners & Clerical Workers for the New York/Northeastern New Jersey
Area for the month of July, 2001, over and above said index for the month of
July, 1986, which is 316.5, or by fifteen (15%) per cent of the prior year's
base annual rent, whichever amount is greater, but not to exceed twenty-five
(25%) per cent.
THIRTY-SEVENTH: It is understood and agreed that in the event the Tenant
desire to sub-let or assign the space for theatre use only, that they must first
obtain the consent of the Landlord, which consent shall not be unreasonably
withheld. If the Tenant chooses to sub-let the premises for theatre use only,
any increase in rental received by the Tenant in such sub-letting will be turned
over directly to the Landlord. In the event of said sub-leasing, the Landlord
and Tenant agree that the new Tenant will deposit with the Landlord a sum equal
to two (2) months of the prior year's base rent as Tenant's security deposit,
subject to the terms and conditions of Paragraph 22. It is further understood
and agreed that if the sub-letting be for the same amount as that reflected in
the Lease, the Landlord shall not pursue a claim that part of the other
consideration which may have been obtained by the Tenant relates to the value of
the sub-letting. Whether the transaction be an assignment or a sub-letting, the
party who shall become the Tenant or sub-tenant shall have to prove its or his
financial ability to be able to operate the theatre in accordance with the terms
and provisions of this Lease by evidencing a value at a minimum of One Hundred
Fifty Thousand and No/100 ($150,000.00) Dollars which shall either be contained
as assets in the business of said Tenant or sub-tenant, or include monies that
were paid to the present Tenant in consideration of the assignment or sale to
the said new Tenant or sub-tenant or a combination thereof, as long as the said
total shall evidence a minimum of One Hundred Fifty Thousand and No/100
($150,000.00) Dollars. If the transaction be an assignment or sub-letting, under
either situation, a security deposit of two (2) months of the prior year's base
rent as
tenant's security shall be placed in accordance with the terms and conditions of
Paragraph 22 set forth in this Lease.
THIRTY-EIGHTH: In reference to the leased premises referred to on the
top of the first page of this Lease, the same shall be modified to contain the
additional language as follows:
"Together with use in common with other tenants of the building of the
parking lot which services said building and use of the portion of the
parking lot servicing the ▇▇▇▇▇▇▇ Branch of the ▇▇▇▇▇▇▇ Public Library
pursuant to a certain agreement dated October 1, 1984, entered into by
and between ▇▇▇▇▇▇▇ Theatre, Inc. and the Board of Trustees of the Free
Public Library, a copy of which is attached hereto and made a part
hereof. Tenant shall be liable to maintain all insurance as required by
said agreement of October 1, 1984, and further shall be obligated to
carry out all of the terms and provisions of said lease agreement."
THIRTY-NINTH: In reference to the payment of rent referred to on the
first page of this Lease to which this is a Rider, the first monthly rental
shall commence as of March 15, 1987, at which time fifty (50%) per cent of
rental due for the month of March shall be paid; full monthly payments shall
commence April 1, 1987 in accordance with the terms and provisions of this Lease
and the final monthly rental due in January of 2007 shall be also prorated to be
fifty (50%) per cent of the rental as shall be due for the month of January,
2007.
FORTIETH: In reference to Paragraph Second of the Lease to which
this is a Rider, the same shall have appended to it the following language:
"It is represented that the primary purpose of the Tenant is the
operation of a motion picture theatre. However, it shall be permited to
also participate in normal merchandising found typically in theatres
such as the sale of records, tapes, tee-shirts, posters related to
movies, and also the operation of electric games subject to local
ordinances. The Tenant shall also be permitted to operate a food and
drink concession or to contract with others for the purpose of operating
said food or drink concession."
FORTY-FIRST: As to Paragraph Eleventh of the Lease which deals with fire
loss, the same shall be modified to have the following additional language added
to it:
"In the event the premises shall be so damaged that the Landlord shall
have the option not to rebuild or reconstruct said theatre, then and in
that event, the Landlord shall reimburse to the Tenant a sum which shall
be as follows:
`If within the first twelve (12) months of the execution of this
Lease, the Landlord shall reimburse to the Tenant a sum equal to
seventy-five (75%) per cent of Two Hundred Fifty Thousand and
No/100 ($250,000.00) Dollars, and for each year thereafter the
amount to be paid to the Tenant shall be reduced by one-twentieth
(1/20th) so that after twenty (20) years no monies would have to
be reimbursed to the said ▇▇▇▇▇▇.' "
FORTY-SECOND: As to Paragraph Thirteenth of said ▇▇▇▇▇, the same shall
be modified to provide:
"which consent shall not be unreasonably withheld, and the Tenant shall
be obligated to comply with all of the rules, regulations and ordinances
of the City of ▇▇▇▇▇▇▇, and any other governmental agency which relates
to signage on said premises. The Tenant shall be permitted to erect such
sign as shall be in compliance with the ordinances, regulations and
other requirements of the City of ▇▇▇▇▇▇▇."
FORTY-THIRD: As to Paragraph Fourteenth of said ▇▇▇▇▇, the same shall be
modified to contain the following provision:
"The Landlord agrees to seek from the holder of any mortgages on the
premises an attornment which would permit the Tenant to remain on the
premises even after default of the Landlord as long as the Tenant shall
comply with all of the terms and provisions of this Lease and not be in
default in reference to any obligations contained herein."
FORTY-FOURTH: As to Paragraph Seventeenth of said ▇▇▇▇▇, the same shall
contain the following additional provision:
"The Tenant shall not be deemed in default in reference to such
covenants or requirements as long as correction is commenced within a
reasonable time after the tenant has received notification from the
Landlord of any such violation and said corrections are completed within
a reasonable time after they are commenced."
FORTY-FIFTH: As to Paragraph Eighteenth of said ▇▇▇▇▇, the same shall be
modified to require:
"All notifications required either to Landlord or Tenant shall be
forwarded as follows:
As to the Landlord: c/o Jersey Management, ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇.▇. 07013 or such other address as shall be
communicated to the Tenant in writing.
As to the Tenant: c/o ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇.▇. 07869 or such other address as shall be
communicated to the Landlord in writing."
FORTY-SIXTH: As to Paragraph Twenty-first of said Lease agreement, the
same shall be modified to provide as follows:
"In the event the premises shall be condemned as provided in Paragraph
Twenty-first, the Landlord shall reimburse to the Tenant, if such
condemnation occurs within the first twelve (12) months of the execution
of this Lease, seventy-five (75%) per cent of Two Hundred Fifty Thousand
and No/100 ($250,000.00) Dollars being the agreed value of the
improvements, betterments and personalty added to the premises by the
Tenant at the commencement of this Lease, and for each year thereafter,
said amount shall be reduced by one-twentieth (1/20th) so that at the
expiration of twenty (20) years, no such further amount would be
required to be paid by the Landlord to the Tenant."
FORTY-SEVENTH: The Tenant shall be obligated to make certain renovations
and improvements to the premises, including the installation of additional
fixtures and equipment so that the same can be and shall be operated as a quad
or four-plex movie theatre. Any and all equipment, fixtures and personalty
placed on the premises shall, upon their being placed on the premises, become
the property of the Landlord. Any and all such fixtures, equipment and
personalty shall be free and clear of any liens or encumbrances and title shall
immediately be turned over to the Landlord as of the date the same are delivered
to the premises. UCC documents, including Financing Statements, shall be
executed by the Tenant and Landlord and filed upon the execution of this
Agreement, evidencing the ownership by the Landlord of all fixtures, equipment
and personalty located in the premises, whether existing at this time, or any
replacements, accessions or modifications or repairs of same. A list of the
initial equipment on the premises is attached hereto and made a part hereof.
FORTY-EIGHTH: The Landlord agrees to have a new roof placed on the
premises, and any warranties or guarantees received from the roofing company
shall be transferred to the benefit of the Tenant, who shall then be obligated
as provided for herein to repair and maintain said roof for the term of this
Lease. The Landlord further agrees to install a new heating and air-conditioning
system (Landlord can utilize existing duct system) in the premise and upon
completion of such renovations or installation of the new system, the Tenant
shall become obligated to maintain and repair said system for the term of this
Lease. Separate heating, ventilating and air-conditioning system_ with separate
thermostats, shall be installed for each of the four (4) theatres. Any
warranties or guarantees received by the Landlord shall be turned over to the
Tenant for its benefit. The requirements of this paragraph reflect the only
obligations of the Landlord.
FORTY-NINTH: The Tenant agrees to accomplish, before the grand opening
of the theatre, but no later than March 15, 1987, the following work in
accordance with the local codes and requirements of the City of ▇▇▇▇▇▇▇, and
State of New Jersey; all work to be fully in compliance with said requirements
and the Tenant shall be obligated to obtain a Certificate of Occupancy from the
local municipality; said work shall include the following:
A. All new or reconditioned seats.
B. Construction of four (4) separate auditoriums and
projection and sound systems so that the premises shall
consist of four (4) movie theatres.
C. New carpeting throughout theatres.
D. Painting or wall covering on all walls in the entire
premises.
E. Repair or replacement of all ceilings, where necessary.
F. Either the redecoration or replacement of all bathrooms.
G. Both the inner and outer lobbies shall be redecorated.
H. The ticket booth shall be renovated and redecorated.
FIFTIETH: In reference to that work provided for in Paragraph
Forty-Ninth immediately above, all plans, specifications and drawings shall be
submitted to the Landlord on or before December 1, 1986 for its approval. The
Landlord shall not unreasonably withhold its consent to the approval of the
plans, specifications and drawings as submitted. The Tenant agrees that it will
spend a minimum of Two Hundred Fifty Thousand and No/100 ($250,000.00) Dollars
in reference to the work to be performed as referred to above, and the
installation of fixtures, equipment and personalty in the premises. As
indicated, said fixtures, equipment and personalty shall become the property of
the Landlord and shall be free and clear of any and all liens as of the date it
is delivered to the leased premises. The Tenant shall deposit with ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, Esq., as Escrow Agent, the total sum of Fifty Thousand and No/100
($50,000.00) Dollars, which will be used for the purposes of making payment for
the final Fifty Thousand and No/100 ($50,000.00) Dollars required to be paid to
complete that work required to be accomplished by the Tenant. Said funds shall
be placed in an interest-bearing account, with the interest for the benefit of
the Tenant. All payments and distributions from said escrow account shall be
made at the direction of the Landlord. All bills and contracts shall be
submitted to the Landlord and all invoicing which is to be paid by said escrow
funds are to be submitted to the Landlord for its approval so that the same can
then be paid by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Escrow Agent at the direction of the
Landlord. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall incur no obligations or liabilities in
reference to the handling of said escrow fund, as long as he complies with the
directions received from the Landlord. If the Tenant shall make payment for all
invoicing without the necessity of using the Fifty Thousand and No/100
($50,000.00) Dollars being held in escrow, and the same is submitted to the
Landlord and approved, then the balance in said escrow account, after the work
has all been completed and approved by the Landlord, shall be turned over to the
Tenant, together with all undistributed interest. The Tenant agrees to pay at
the time of the signing of this Lease, an initial contribution of Five Thousand
and No/100 ($5,000.00) Dollars towards this escrow fund, a further sum of Twenty
Thousand and No/100 ($20,000.00) Dollars on November 11, 1986, and a final
payment of Twenty-Five Thousand and No/100 ($25,000.00) Dollars on January 15,
1987. If the work is not completed in accordance with the plans and
specifications as submitted to the Landlord and approved by it, then any monies
left in said escrow account shall be deemed
liquidated damages to be utilized by the Landlord as it shall deem appropriate.
No liens shall be incurred nor permitted to be incurred in reference to the work
to be performed by the Tenant. If any liens are placed upon the premises, or if
any notices of intention are filed against the premises relating to the work to
be performed by the Tenant, the same must be removed by action of the Tenant
within ten (10) days of notification by the Landlord, or appropriate bonds or
cash security placed to secure the Landlord as to the payment and removal of
said liens or notices of intention. For failure of same, the Tenant shall be
deemed in default under the terms and provisions of this Lease.
FIFTY-FIRST: Attached hereto is a list of equipment which was located in
the premises at the time the same were leased to the prior Tenant. Said
equipment or replacements thereto shall be and remain the property of the
Landlord, but can be utilized by the Tenant in its operations. In the event the
Tenant is to repair, replace or improve any such equipment, the same shall
continue to remain the sole property and assets of the Landlord.
FIFTY-SECOND: The Landlord represents that the tenancy of the prior
theatre operator has been terminated, and that the only lien on the premises
including the fixtures and equipment, relate to the lien of the first mortgage
holder.
FIFTY-THIRD: The Tenant is to prepare appropriate and complete plans and
specifications and drawings in accordance with the requirements of the City of
▇▇▇▇▇▇▇ for the purpose of obtaining a Building Permit from the City of ▇▇▇▇▇▇▇
to convert the premises to a four-plex or quad movie theatre. All such plans,
specifications and drawings are to be delivered to the Landlord on or before
December 1, 1986. Such plans, specifications and drawings are subject to the
Landlord's approval. The Landlord agrees to participate and assist the Tenant in
obtaining a Building Permit from the City of ▇▇▇▇▇▇▇. Any and all costs incurred
in obtaining said Building Permit shall be the sole responsibility of the
Tenant. Under no circumstances, shall the plans, specifications or drawings
reflect nor shall the premises contain any more seats for theatre occupancy than
those which were in existence as of the date this Lease was executed. If a
Building Permit is not obtained from the City of ▇▇▇▇▇▇▇ on or before January
15, 1987, the time for obtaining said Building Permit shall be extended for a
period of sixty (60) days at the sole option of the Landlord so that the
Landlord can continue to assist the Tenant in obtaining said Building Permit, as
long as an application is pending and the same is being pursued diligently by
the Landlord, the Tenant and the Tenant's agents and experts. If the Tenant does
not supply appropriate plans, specifications and drawings as required by the
City of ▇▇▇▇▇▇▇ or its ordinances, for the obtaining of a Building Permit on or
before December 1, 1986, then the contingencies contained in this provision
shall be waived and the Tenant shall be bound by this Lease without
consideration as to whether or not its able to obtain a Building Permit to be
able to convert the premises to a quad or four-plex movie theatre.
96 MARKET ASSOCIATES, Landlord
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Partner
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CINEMA, INC.
By
------------------------------
/s/ ▇▇▇▇ ▇▇▇▇▇▇, PRES.
Dated: November 5, 1986
LEASE MODIFICATION AGREEMENT
This Agreement made by and between 96 Market Associates, a partnership,
c/o Jersey Management Co., Inc., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter referred to as "Landlord") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Cinema, Inc., ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as
"Tenant").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into a Lease Agreement dated
November 5, 1986 ("Lease") for the lease of certain premises located at ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; and
WHEREAS, the Lease provided for modifying the interior to provide for
four theaters; and
WHEREAS, the Tenant desires to add two additional theaters to the
premises for a total of six theaters; and
WHEREAS, ▇▇▇▇▇▇▇▇ is agreeable to permit the addition of the two
additional theaters upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and the sum of One ($1.00) Dollar, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Lease Agreement is hereby modified to provide that Tenant may
make any and all interior alterations to the building as may be necessary to
create six individual movie viewing theaters within the premises. Tenant shall
be responsible for securing any and all approvals and
permits and shall make all alterations at its sole cost and expense. Landlord
▇▇▇▇▇▇ agrees to cooperate as may be necessary in securing approvals for the
additional theaters.
Prior to the submission of the plans for a building permit, ▇▇▇▇▇▇
hereby agrees to submit the plans to the Landlord for the Landlord's approval
which approval shall not be unreasonably withheld by the Landlord. ▇▇▇▇▇▇ agrees
that all work will be made in a good workmanship like manner with suitable
materials. Furthermore, the Tenant agrees that the alterations will be completed
in accordance with all applicable governmental codes, laws, rules and
regulations. All improvements and fixtures installed as part of the renovation
will be and become the property of the Landlord immediately upon its
installation. As part of the work to be completed, Tenant shall replace all
existing seats in the theater with either new seats or reconditioned used seats.
2. Tax Increase. In the event that the subject property is subject to a
tax increase imposed by the City of ▇▇▇▇▇▇▇ as a result of the additional two
theaters, ▇▇▇▇▇▇ agrees to pay 100% of any such tax increase that is directly
attributable to the additional assessment as a result of these two additional
theaters. Furthermore, in the event that the subject property is reassessed,
▇▇▇▇▇▇'s obligation to pay a percentage of the increased real estate taxes over
the 1986 base year as set forth in the lease shall be determined as follows:
76% of the assessment on 100% of added assessment
existing structure for the + for additional
1986 base year two theaters
------------------------------------------------------------------
Assessment on existing + 100% of added assessment
building for 1986 base year for additional two theaters
New Percentage of Real Estate Tax Obligation
Tenant shall only be responsible to pay this new percentage multiplied
by the tax increase over the original base year as set forth in the lease and
shall in no way be obligated to pay any portion of the base year taxes. The new
percentage shall then be applied to the increase of the real estate taxes on the
entire land and building of which the demised premises are a part for the
current year less the taxes on the entire parcel for the 1986 base year. Tenant
shall not be obligated to pay for any increase in real estate taxes that result
from improvements or additions made to other parts of the building other than
the portion that the tenant is renting. In the event that improvements or
additions are made to any other parts of the building then the denominator in
the above fraction shall be increased by an amount equal to any increase in the
tax assessment attributable to such improvements or additions made in these
other parts of the building. The New Percentage would then accordingly be
adjusted to reflect the change. Landlord represents that the subject property is
currently assessed at the same value as in the 1986 base year.
3. Sub-lettor or Assignment. Paragraph 37 of the original Lease is
hereby modified replacing the sum of $150,000 with $250,000 as the minimum net
worth of a sub-tenant or assignee.
Notwithstanding anything contained herein to the contrary, ▇▇▇▇▇▇
hereby agrees that in the event that Tenant sells or assigns its rights in the
Lease within five (5) years of receiving a Certificate of Occupancy for the
additional two theaters, Landlord will require an security deposit in addition
to the deposit to be held pursuant to Paragraph 37 of the Lease to be held by
the Landlord on the following basis:
(a) the period ending on the first anniversary of the
receipt of the Certificate of Occupancy - $50,000.00 total.
(b) for the period ending on the second anniversary of
the receipt of the Certificate of Occupancy - $40,000.00 total.
(c) for the period ending on the third anniversary of the
receipt of the Certificate of Occupancy - $30,000.00 total.
(d) for the period ending on the fourth anniversary of
the receipt of the Certificate of Occupancy - $20,000.00 total.
(e) for the period ending on the fifth anniversary of the
receipt of the Certificate of Occupancy - $10,000.00 total.
(f) fter five (5) years no security deposit will be
required of a sub-tenant or sub-lessee.
Any sub-tenant or sub-lessee may give the Landlord a letter of
credit in lieu of a cash security deposit for any of the above referenced
amounts. At the end of five (5) years after the date that a certificate of
occupancy is received for the additional two theaters, there will be no further
requirement to furnish the security deposit or a letter of credit as the case
may be with the Landlord. In the event that the security deposit is furnished to
the Landlord in accordance with the above schedule the Landlord will refund to
such sub-tenant or sub-lessee the sum of $10,000.00 per year so that at the end
of five (5) years after the date which the Tenant receives a
certificate of occupancy on the additional two theaters, any sub-tenant would
have refunded to it the entire security previously furnished to the Landlord.
Under no circumstances will a security deposit or letter of credit be required
of the Tenant herein, except as provided by paragraph 37 of the lease.
All other terms of paragraph 37 shall remain in full force and
effect.
4. No Increase in Rent. The rent as set forth in the Lease remains
intact and all other terms of the Lease Agreement not specifically changed by
the terms of this Modification Agreement shall remain in full force and effect.
5. Payment of Legal Fees. The Tenant agrees to reimburse the Landlord
for all legal fees necessary in the review of this within document. The parties
hereby acknowledge that the Landlord's attorney, ▇▇▇▇▇ ▇▇▇▇▇▇, is billing the
Landlord at the rate of $210.00 per hour.
6. Theater Passes. During the term of the lease, ▇▇▇▇▇▇ further agrees
that it shall deliver to the Landlord at the beginning of each calendar year
four (4) theater passes. Each of the four (4) passes will permit the admittance
of four (4) individuals to the theater during all regularly scheduled motion
picture performances for that calendar year. These passes, which shall only be
good for twelve (12) months from the date of issuance, may be distributed at the
discretion of the Landlord; however, once distributed shall be non-transferable
to any other individuals. These passes shall not be valid during any engagement
of a motion picture advertised as a "no pass engagement". ▇▇▇▇▇▇▇▇'s right to
receive theater passes as set forth in this provision shall terminate at the
disposition of an interest in ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates by the below mentioned
individuals or by the death of the below mentioned individuals:
(a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
(b) ▇▇▇▇▇▇ ▇▇▇▇;
(c) ▇▇▇▇ ▇▇▇▇▇▇▇; and
(d) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
This right to receive passes shall also terminate in the event there is
a partial or complete assignment or disposition of either the partnership
interest of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates or the sale of the subject property by
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates to any other party.
The passes although otherwise non-transferable may be used by the
children of the individuals listed in (a) through (d) above as long as the
individuals listed in (a) through (d) have a right to use the passes. In the
event that the passes are used by the children of the individuals listed in (a)
through (d) above, the passes shall then only admit two (2) individuals per
pass.
7. Successors and Assigns.
Subject to the restrictions on transfer set forth herein, this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties hereto.
8. Waivers.
No waiver of any breach of this Agreement or of any of the terms
thereof shall be effective unless such waiver is in writing and signed by the
party against whom it is claimed. No waiver of any breach shall be deemed to be
a waiver of any other or subsequent breach.
9. Severability.
If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
10. Limitation on Rights of Others.
Nothing in this Agreement, whether express or implied, shall be
construed to give to any person other than the parties any legal or equitable
right, remedy or claim under or in respect of this Agreement or any covenant,
condition or other provision contained herein.
11. Headings.
Paragraph headings herein are inserted for convenience only and
are not to be considered in the construction or interpretation of any provision
hereof.
12. Governing Law.
This Agreement shall be construed according to and governed by
the laws of the State of New Jersey.
13. Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this LEASE
MODIFICATION AGREEMENT to be duly executed as of the 10th day of October, 1989.
WITNESS: 96 MARKET ASSOCIATES, a partnership
__________________________ By: _______________________________
ATTEST: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CINEMA, INC.
__________________________ ___________________________________
RIDER TO LEASE MODIFICATION AGREEMENT
BETWEEN 96 MARKET ASSOCIATES AND
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CINEMA, INC.
Section 2 following is substituted in place of Section 2 as contained in
the Lease Modification Agreement.
2. Tax Increase.
In the event the interior alterations described in Section 1 above
results in an added or increased assessment being imposed on the subject
property, the Tenant shall pay 100% of all taxes resulting from said added or
increased assessment. In the event the property is revalued or reassessed and an
entirely new assessment is imposed thereon, the Tenant's obligation to pay a
percentage of taxes shall be determined as follows:
(a) The ratio between the increased or added assessment and the existing
assessment resulting from the interior renovations (if any) shall be determined
and the percentage of such increase established.
(b) In the event of a revaluation or reassessment, the Tenant shall pay
in total a percentage of the taxes resulting therefrom equal to the percentage
of increase in the total assessment resulting from the interior alterations.
By way of example, if the current assessment is $900,000.00 and an added
or increased assessment is $100,000.00, the percentage of increase will be
11.11%.
(c) The Tenant will then pay 76% of the difference between the 1986 base
year taxes as set forth in the Lease to which this is a modification and the
amount of taxes remaining after payment of the taxes resulting from the interior
alterations.
The Tenant shall not be obligated to pay for any increase in real estate
taxes which result from added or increased assessments imposed because of
improvements or additions made to other parts of the building of which the
leased premises are a part. In the event that any added or increased assessment
results from improvements of other parts of the building and in the event of a
revaluation or reassessment, the percentage thereof to the current assessment
shall be determined in the same way as set forth above for determination of the
Tenant's obligation to pay taxes in the event of revaluation or reassessment,
and an amount of taxes in that percentage shall be deducted from the total taxes
before calculating the Tenant's share thereof.
Landlord represents that the subject property is currently assessed at
the same assessment as in the 1986 base year.