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Title: |
Lease Agreement |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 13KB of 193KB total |
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Price: |
$87 |
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ID: |
#251938 |
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LEASE AGREEMENT
by and between
ENERGY (NJ) QRS 15-10, INC.,
a Delaware corporation
as LANDLORD
and
FOSTER WHEELER REALTY SERVICES, INC.,
a Delaware corporation,
as TENANT
Premises: Perryville I
Clinton, New Jersey
Dated as of: August _____, 2002
{PAGE}
TABLE OF CONTENTS
PAGE
1. Demise of Premises................................................ 1
2. Certain Definitions............................................... 1
3. Title and Condition............................................... 9
4. Use of Leased Premises; Quiet Enjoyment........................... 10
5. Term.............................................................. 11
6. Basic Rent........................................................ 12
7. Additional Rent................................................... 12
8. Net Lease; Non-Terminability...................................... 13
9. Payment of Impositions............................................ 14
10. Compliance with Laws and Easement Agreements;
Environmental Matters......................................... 15
11. Liens; Recording.................................................. 17
12. Maintenance and Repair............................................ 17
13. Alterations and Improvements...................................... 18
14. Permitted Contests................................................ 19
15. Indemnification................................................... 20
16. Insurance......................................................... 21
17. Casualty and Condemnation......................................... 24
18. Termination Events................................................ 25
19. Restoration....................................................... 26
20. Procedures Upon Purchase.......................................... 28
21. Assignment and Subletting, Prohibition Against
Leasehold Financing........................................... 29
22. Events of Default................................................. 31
23. Remedies and Damages upon Default................................. 33
24. Notices........................................................... 36
25. Estoppel Certificate.............................................. 37
26. Surrender......................................................... 37
27. No Merger of Title................................................ 37
28. Books and Records................................................. 38
29. Determination of Value............................................ 39
30. Non-Recourse as to Landlord....................................... 40
31. Financing......................................................... 40
32. Subordination, Non-Disturbance and Attornment..................... 41
i
{PAGE}
33. Tax Treatment; Reporting.......................................... 41
34. Operating Covenants............................................... 41
35. Option to Purchase................................................ 41
36. Security Deposit.................................................. 42
37. Permitted Leasehold Mortgage...................................... 44
38. Rights of Permitted Leasehold Mortgagees.......................... 44
39. Miscellaneous..................................................... 46
EXHIBITS
Exhibit "A" - Premises
Exhibit "B" - Machinery and Equipment
Exhibit "C" - Schedule of Permitted Encumbrances
Exhibit "D" - Rent Schedule
Exhibit "E" - Operating Covenants
ii
{PAGE}
LEASE AGREEMENT, made as of this _____ day of August, 2002, between
ENERGY (NJ) QRS 15-10, INC., a Delaware corporation ("LANDLORD"), with an
address c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New
York 10020, and FOSTER WHEELER REALTY SERVICES, INC., a Delaware corporation
("TENANT"), with an address at Perryville Corporate Park, Clinton, New Jersey
08809-4000.
In consideration of the rents and provisions herein stipulated to be
paid and performed, Landlord and Tenant hereby covenant and agree as follows:
1. DEMISE OF PREMISES. Landlord hereby demises and lets to Tenant, and Tenant
hereby takes and leases from Landlord, for the term and upon the provisions
hereinafter specified, the following described property (collectively, the
"LEASED PREMISES"): (a) the leasehold interest of Landlord in land described in
Exhibit "A" hereto together with the Appurtenances (collectively, the "LAND");
(b) the building containing approximately 292,000 square feet, structures and
other improvements now or hereafter constructed on the Land (collectively, the
"IMPROVEMENTS"); and (c) the fixtures, machinery, equipment and other property
described in Exhibit "B" hereto (collectively, the "EQUIPMENT").
2. CERTAIN DEFINITIONS.
"Acquisition Cost" shall mean $47,015,706.81.
Additional Rent" shall mean Additional Rent as
defined in Paragraph 7.
"Adjoining Property" shall mean all sidewalks, driveways, curbs,
gores and vault spaces which adjoin the Leased Premises and for which Landlord
has any obligation to maintain, repair, restore or insure under any (a) contract
that was binding on Tenant when it conveyed the Land to Landlord or that was
entered into by Landlord with the written consent of Tenant, (b) Permitted
Encumbrance or (c) Legal Requirement.
"Affiliate" shall mean any Person controlled by, in control of or
under common control with Tenant. For the purposes of this definition,
"control", as applied to any Person, means the possession of the power to direct
or cause the direction of the management and policies of that Person through the
ownership of voting rights or otherwise.
"Alterations" shall mean all changes, additions, improvements or
repairs to, all alterations, reconstructions, renewals, replacements or removals
of and all substitutions or replacements for any of the Improvements or
Equipment, both interior and exterior, structural and non-structural, and
ordinary and extraordinary.
"Appurtenances" shall mean all tenements, hereditaments, easements,
rights-of-way, rights, privileges in and to the Land, including (a) easements
over other lands granted by any Easement Agreement and (b) any streets, ways,
alleys, vaults, gores or strips of land adjoining the Land.
{PAGE}
"Assignment" shall mean any assignment of rents and leases from
Landlord to a Lender which (a) encumbers any of the Leased Premises and (b)
secures Landlord's obligation to repay a Loan, as the same may be amended,
supplemented or modified from time to time.
"Association" means Perryville Corporate Park Association, Inc., a
New Jersey non-profit corporation organized for the sole purpose of
administering, implementing and enforcing the provisions of the CC&R.
"Basic Rent" shall mean Basic Rent as defined in Paragraph 6.
"Basic Rent Payment Dates" shall mean the Basic Rent Payment Dates as
defined in Paragraph 6.
"Casualty" shall mean any damage to or destruction of or which
affects the Leased Premises or Adjoining Property or which arises from the
Adjoining Property.
"CC&R" shall mean that certain Declaration Of Covenants and
Restrictions dated as of August 15, 2002 among Foster Wheeler LLC, a Delaware
limited liability company, Tenant, and Landlord.
"Commencement Date" shall mean Commencement Date as defined in
Paragraph 5.
"Condemnation" shall mean a Taking.
"Condemnation Notice" shall mean notice or knowledge of the
institution of or intention to institute any proceeding for Condemnation.
"Costs" of a Person or associated with a specified transaction shall
mean all reasonable costs and expenses incurred by such Person or associated
with such transaction, including without limitation, attorneys' fees and
expenses, court costs, brokerage fees, escrow fees, title insurance premiums,
mortgage commitment fees, mortgage points, recording fees and transfer taxes, as
the circumstances require.
"Covenants" shall mean the covenants and agreements described on
EXHIBIT "E".
"Credit Agreement" shall mean the Credit Agreement as defined in
EXHIBIT "E".
"CPI" shall mean CPI as defined in EXHIBIT "D" hereto.
"Default Rate" shall mean the Default Rate as defined in Paragraph
7(a)(iv).
"Default Termination Amount" shall mean the Default Termination
Amount as defined in Paragraph 23(a)(iii).
-2-
{PAGE}
"Easement Agreement" shall mean any conditions, covenants,
restrictions, easements, declarations, licenses and other agreements listed as
Permitted Encumbrances or as may hereafter affect the Leased Premises.
"Environmental Law" shall mean (i) whenever enacted or promulgated,
any applicable federal, state and local law, statute, ordinance, rule,
regulation, license, permit, authorization, approval, consent, court order,
judgment, decree, injunction, code, requirement or agreement with any
governmental entity, (x) relating to pollution (or the cleanup thereof), or the
protection of air, water vapor, surface water, groundwater, drinking water
supply, land (including land surface or subsurface), plant, aquatic and animal
life from injury caused by a Hazardous Substance or (y) concerning exposure to,
or the use, containment, storage, recycling, reclamation, reuse, treatment,
generation, discharge, transportation, processing, handling, labeling,
production, disposal or remediation of Hazardous Substances, Hazardous
Conditions or Hazardous Activities, in each case as amended and as now or
hereafter in effect, and (ii) any common law or equitable doctrine (including,
without limitation, injunctive relief and tort doctrines such as negligence,
nuisance, trespass and strict liability) that may impose liability or
obligations or injuries or damages due to or threatened as a result of the
presence of, exposure to, or ingestion of, any Hazardous Substance. The term
Environmental Law includes, without limitation, the federal Comprehensive
Environmental Response Compensation and Liability Act of 1980, the Superfund
Amendments and Reauthorization Act, the federal Water Pollution Control Act, the
federal Clean Air Act, the federal Clean Water Act, the federal Resources
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