Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Form S-1 Amendement #1 61 362K
2: EX-4 Specimen of Common Stock Certificate 2 11K
3: EX-5 Opinion of Harris Beach & Wilcox, LLP. 2± 9K
4: EX-10.3 1993 Employee Stock Option Plan of Co. 6 22K
5: EX-10.5 Lease Agreement Dated as of 9/11/68 60 143K
6: EX-10.6 Lease Agreement Dated as of 3/29/94 29 92K
7: EX-10.7 Sublease Dated as of 3/31/97 16 60K
8: EX-11 Computation of Earnings Per Share 1 9K
9: EX-23.(B) Consent of Kpmg Peat Marwick LLP. 1 5K
10: EX-27 Financial Data Schedule 2 9K
EX-10.7 — Sublease Dated as of 3/31/97
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EXHIBIT 10.7
SUB-LEASE
THIS SUB-LEASE, made as of this 31st day of March, 1997
between TERTRAC ASSOCIATES, a New York Limited Partnership,
having its office and principal place of business at 2477 E.
Commercial Boulevard, in the City of Fort Lauderdale, County of
Broward and State of Florida, Party of the First Part,
hereinafter designated as "Sublessor", and WORLD OF SCIENCE,
INC., having its office at 900 Jefferson Road, BLDG. 4
Rochester, New York 14623, Party of the Second Part, hereafter
designated as "Sublessee".
W I T N E S S E T H
Premises FIRST: 1.1 The Sublessor has agreed to and does
hereby lease and demise unto the Sublessee and the Sublessee has
agreed to and does hereby take from Sublessor at the rental
specified in Paragraph FOURTH of this instrument, the premises
consisting of approximately four and three quarters (4 3/4)
acres, with the building thereon, containing approximately One
Hundred and Ten Thousand Seven Hundred Eighty-eight (110,788)
square feet and located at 200 Mushroom Boulevard, in the Town
of Henrietta, County of Monroe and State of New York, as more
fully defined on a map and floor plan of the building annexed
hereto as EXHIBIT "A" (herein, the "Premises").
Use of Premises SECOND: 2.1 The Sublessee may use the Premises for any
lawful purpose, including but not limited to a warehouse.
Term of Lease THIRD: 3.1 The term of the sub-lease is thirty-seven
(37) months beginning the first (1st) day of April, 1997 and
ending on the thirtieth (30th) day of April, 2000.
3.2 If this lease shall be in force and effect
on the expiration date of the original term, and Sublessee has
fully complied with all conditions contained herein, the
Sublessee may elect to renew this sub-lease for two (2) one year
periods at the same rent specified in Paragraph 4.1 hereof. To
exercise the election the Sublessee shall give the Sublessor
notice in writing of the election at lease ninety (90) days
prior to the expiration of each term.
FOURTH: 4.1 The Sublessee shall pay the Sublessor the
annual base rental of THREE
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Base rental HUNDRED FORTY-FIVE THOUSAND DOLLARS ($345,000.00) in equal
1st year monthly installments of TWENTY-EIGHT THOUSAND SEVEN HUNDRED
FIFTY DOLLARS ($28,750.00) commencing on the First day of July,
1997, and an equal monthly base rental on the first day of each
successive month thereafter during the term of the Sub-Lease and
any renewal thereof. Sublessee agrees to pay as additional rent
a sum equal to 2% of each total rent payment per month (total
rent payment includes rent, land rent and real estate tax
escrows), if the rent is not paid before the 15th day of the
month.
Reimbursement 4.2 In addition to the rent set forth herein, the
of ground Sublessee shall also reimbursethe Sublessor commencing with the
rental rental date of April 1, 1997 and continuing thereafter through
the term of the Sub-Lease and any renewals thereof monthly
rental to Genessee Valley Regional Authority in the sum of Two
Thousand Seven Hundred Seventy-Six Dollars ($2,776.00) per
month, but subject to adjustment by the Genesee Valley Regional
Authority after December 1, 1998, as provided in the lease with
Genesee Valley Regional Authority at Paragraph 19 of said Lease.
Throughout the term of the Sub-Lease, Sublessee shall pay
monthly to Sublessor as additional rent hereunder, all real
estate taxes, levied, assessed, imposed on or attributable to
the Premises. An interest bearing escrow account shall be
established for the real estate tax portion of this additional
rent, with an annual payment (or credit) given to Sublessee for
interest earned on such account. The monthly escrow for the
initial term of this Sub-Lease shall be SIX THOUSAND ONE HUNDRED
DOLLARS ($6,100.00).
INSURANCE 4.3 The Sublessee shall pay all fire insurance and
Payment by casualty insurance attributable to the leased premises effective
Sublessee April 1, 1997, as more fully provided for in this lease at
Paragraph EIGHTH AND Paragraph TWENTY-EIGHTH.
Force Majeure FIFTH: 5.1 Sublessor shall not be in default under this
Sub-Lease or liable to Sublessee in any manner or for any
damages by reason of delays caused by Sublessee or its agents or
employees, the contractors, present or future governmental
regulations, restrictions or controls, strikes, lockouts or
other labor disputes, shortages or unavailability of materials
or labor, acts of God, civil commotion or other causes or
conditions, whether similar or not to the foregoing, which are
beyond the reasonable control of Sublessor.
Repairs SIXTH: 6.1 Throughout the term of the Sub-Lease, Sublessee
shall keep and maintain the interior of the Premises and all
alterations, additions and improvements thereto in as good
condition as at the
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commencement of the term, ordinary wear and tear and damages by
insurable casualty excepted, and also excepting structural
damages not caused by the Sublessee. Sublessee shall make all
repairs in and about the interior, including window glass,
necessary to preserve them in good order and condition, which
repairs shall be, in quality and class, equal to the original
work; properly pay the expense of such repairs; suffer no waste
or injury; give prompt notice to the Sublessor of any fire that
may occur, permit at reasonable times during usual business
Entry hours, but always subject to the then prevailing security
regulations of Sublessee, the Sublessor and the representatives
of the Sublessor to enter the Premises for the purpose of
inspection, and to exhibit them for the purpose of transferring
its interest, subject to the approval of the Genesee Valley
Regional Authority; permit at reasonable times during usual
business hours, the Sublessor and representatives of the
Sublessor, to enter the Premises for the period of NINETY (90)
days prior to the expiration of the term to exhibit them for the
purpose of rental or sale, and to comply with all orders and
requirements of governmental authority applicable to the
Sublessee's use or occupation of the Premises. The Sublessee
shall repair at or before the end of the term, all injury done
Removal of by the installation or removal of furniture and trade fixtures;
trade fixtures and at the end of the term, subject to reasonable wear and tear
at end of term damage by insurable casualty, to quit and surrender the Premises
with all alterations, additions and improvements in good order
and condition, but Sublessor shall make at his own expense all
structural repairs during the term of the Sublease, including
roof repairs, as may be reasonably required to maintain the roof
and to preserve the structural integrity of the building.
Notice for 6.2 Except in case of emergency the
entry Sublessor shall not enter upon the Premises without forty-eight
(48) hours prior notice to the Sublessee.
Moving injury SEVENTH: 7.1 The Sublessee will not disfigure
or deface any part of the building, or suffer the same to be
Negative done, except so far as may be necessary to affix such trade
Covenants fixtures and signs. Exterior signs shall be consented to by the
Sublessor. The Sublessee will not obstruct or permit the
obstruction of the street or the sidewalk adjacent thereto; will
not do anything, or suffer anything to be done upon the Premises
which will unreasonably increase the rate of fire insurance upon
No transfer, the building or any of its contents, or be liable to cause
assignment, or structural injury to Premises; will not permit the accumulation
subletting of waste or refuse matter, and will not, without the written
without consent consent of the Sublessor first obtained in each case, which
consent will not be reasonably withheld, either sell, assign,
mortgage or transfer this Sub-Lease, or underlet the Premises
or any part thereof; make any structural
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Extra alterations in the Premises, use the Premises or part thereof
hazardous use for any purpose other than the one first stipulated, or for
any purpose deemed extra hazardous on account of fire risk,
No violation of nor in violation of any law or ordinance. Sublessee will not
ordinances erect any sign or signals at the demised premises unless and
Signs until the style and location thereof have been approved by
Sublessor and the Genesee Valley Regional Authority, which
approvals shall not be unreasonably withheld, and if any be
erected without such approvals, the Sublessor may remove the
same. Any merger or other consolidation by the Sublessee with
any other company or companies shall not be deemed to be in
violation of the covenants contained in this lease.
Comprehensive EIGHTH: 8.1 Sublessee shall at Sublessee's
General Liability expense, obtain and maintain during the term of this
Policy Single Sub-Lease, a Comprehensive General Liability Policy, and
Limit during the entire term of this lease maintain such policy as
a Single Limit Policy in a sum of not less than Five Million
Dollars ($5,000,000.00)(in the event of injury to one or
more persons in the same accident or occurrence) and
including in said policy property damage insurance in the
same Single Limit Policy, and the Sublessor and Genesee
Valley Regional Authority shall be named as an additional
insureds under such policy.
Sublessor named 8.2 All such insurance policies
in policy as shall be issued in the names of Sublessor and Sublessee, as
insured and notice their interests may appear; and if requested by the
of cancellation Sublessor, either a copy of all such policies or a bona fide
certificate of insurance, evidencing the coverage provided
in the policies, shall be delivered by Sublessee or
Sublessor, and all such policies shall require THIRTY (30)
days written notice to Sublessor of change or cancellation by
the insurance carrier.
Sublessor can 8.3 If Sublessee fails to obtain or
maintain maintain any insurance as required by this Paragraph
insurance in the "EIGHTH", the Sublessor may effect and maintain the same at
event of competitive rates and any amount properly paid by Sublessor
cancellation for such purpose from the date of payment thereof by
Sublessor, shall be deemed additional rent and shall be
payable with the net rental next due under the terms of this
Sub-Lease.
Glass Breakage NINTH: 9.1 The Sublessee will at no cost
to the Sublessor replace all broken glass with glass of equal
quality and thickness, except only that the Sublessee shall
not be responsible for the replacement of glass as may be
broken by the acts of the Sublessor, its agents or servants,
or by causes covered by Sublessor's standard fire and
extended coverage insurance policies, if any.
SUTTON,
DELEELW, CLARK 4
& DARCY, LLP
ATTORNEYS AT LAW
40 GROVE STREET
PITTSFORD, N.Y. 14534
Snow Removal TENTH: 10.1 The Sublessee shall be responsible
for all snow removal reasonably necessary on the Premises, and
further agrees to maintain the landscaped areas of the Premises,
Ground including but not limited to, cutting grass, maintaining
Maintenance shrubbery and keeping the Premises free of debris. In the event
that the Sublessee fails to maintain the Premises in a
reasonably neat condition, as provided herein, the Sublessor may
10-Day Notice upon ten (10) days written notice, restore the Premises as
aforesaid and charge the expense thereof to the Sublessee. Such
notice shall be addressed to the Sublessee by registered or
certified mail at 900 Jefferson Road, Building Four, Rochester,
New York 14623.
Painting ELEVENTH: 11.1 The Sublessee will not paint the
exterior of any building located on the Premises without prior
approval of the Sublessor. Such approval will not be
unreasonably withheld, provided such proposed painting meets the
standards of the Sublessor with respect to the quality and color
of the paint to be used and is also approved by the Genesee
Valley Regional Authority.
Taxes and TWELFTH: 12.1 In addition to the rent set forth
other herein, the Sublessee shall pay for all charges for gas,
impositions to electricity, light, heat, water, power, telephone or other
be paid by communication service, and assessments used, rendered or
sublessee supplied upon or in connection with the leased property. Such
charges shall be deemed "additional rent". Sublessee shall
indemnify the Sublessor against any liability or damages on
account of such charges. In the event the Sublessee fails or
neglects to pay any additional rent as set forth herein, the
Sublessor may, but shall not be required to, pay for such items
of additional rent and add the cost of such additional rent to
the next installment of the base rent next due. Any payment
required to be made by the Sublessee under the provisions of
this Lease not made by Sublessee when as due shall thereupon be
deemed to be and shall become additional rent hereunder.
Apportionment 12.2 Impositions, whether or not a lien
of taxes upon the Premises, shall be apportioned between Sublessor and
Sublessee at the beginning and end of the term of this Sub-
Lease; it being intended that Sublessee shall pay only that
portion of the Impositions as is allocable to the term,
provided, however, that Sublessee shall not be entitled to
receive any apportionment from the Sublessor if Sublessee shall
then be in default of any term, covenant or condition of the
Sub-Lease unless such default is cured.
Contest of 12.3 Sublessee, at its own expense, may
impositions by contest any such Impositions in any
sublessee
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manner permitted by law, in Sublessee's name, and whenever
necessary, in Sublessor's name. Sublessor will cooperate with
Sublessee and execute any documents or pleadings required for
such purposes. Such contest shall include, but shall not be
limited to appeals from any judgement, decrees, assessments or
orders until a final determination is made by a court or
governmental department or authority having final jurisdiction
in the matter, however, notwithstanding such contest, Sublessee
shall pay the contested impositions in the manner and on the
dates provided for in this Article. Any tax refund with respect
to Impositions paid by Sublessee shall be the property of
Sublessee and such repayment obligation shall survive the
termination of this Lease.
Sublessee not 12.4 Except for the payment of taxes
required to pay as provided in Paragraph 12.1 hereof, Sublessee shall not be
certain taxes obligated or required hereunder to pay any franchise, excise,
corporate, estate, inheritance, succession, capital levy or
transfer tax of Sublessor, or any income profit or revenue tax
upon the income or receipts of Sublessor, or any other tax,
assessment, charge or levy upon the rent reserved under this
Sub-Lease, or any tax or other Imposition, charge or levy (i)
not commonly deemed to be real estate tax, and (ii) not arising
solely from the ownership, occupation or operation of the
Premises, although the same may become a lien upon the real
property or improvements thereon, or shall Sublessee be
obligated or required hereunder to pay interest, amortization,
or principal on any mortgage covering or affecting the fee of
the Premises, or building mortgage of Sublessor.
Fire Damage THIRTEENTH: 13.1 If the Premises and any building or
improvements thereto shall during the term hereof, be damaged or
destroyed by fire or other casualty or other insured casualty,
either in whole or in part, Sublessor shall forthwith remove any
resulting debris and repair and/or rebuild the damaged or
destroyed structures and other improvements made by Sublessor,
which repair or rebuilding shall be of the quality of the
original construction and in accordance with current codes.
Until such time as the Premises are repaired, rebuilt and put in
good tenantable order in accordance with such plans and
specifications, the rents hereby reserved, or a fair and just
proportion thereof, according to the nature and extent of the
damage sustained, shall be abated, and if Sublessee shall have
paid rent in advance, Sublessor shall immediately repay the
Sublessee a proportionate amount of prepaid rent, if any. In the
event of the total destruction of the premises, the rent and
other charges will be totally abated until such time that
Sublessee has resumed its use of the premises. Sublessee may at
its option
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terminate this Lease in the event of total destruction,
which for purposes of this Lease will be defined as
greater than FIFTY PERCENT (50%) of the premises being
destroyed. In the event of partial destruction, rent and
other charges will be abated in the same percentage as
the unusable square footage compares to the total
building square footage. If Sublessor fails to commence
such restoration work within ninety (90) days from the
date when such damage or destruction occurred, or fails
thereafter to use its best efforts to complete such
repair work and/or rebuilding as rapidly as possible
under the circumstances, Sublessee and/or Sublessor, in
addition to such other rights and remedies as may be
accorded each party by law, shall have the right and
option to terminate the term of this Sub-Lease by giving
Sublessor or Sublessee as the case may be written notice
of either party's election to do so at any time prior to
the completion of such repairs or rebuilding, provided
Sublessor shall not then be actively and diligently
undertaking such restoration work, and upon such notice
being given, the term of the Sub-Lease shall
automatically terminate and end without prejudice to
Sublessee's right to damages on account of Sublessor's
failure without just cause, to repair or rebuild as
required herein. If in the opinion of an architect
selected by the Sublessor, which opinion shall be
rendered within sixty (60) days after the casualty, that
the rebuilding or repairing of the Premises cannot be
completed within the period of one hundred twenty (120)
days after the start of such repairing or rebuilding,
then Sublessee or Sublessor shall have the right and
option to terminate the term of this Sub-Lease by giving
of either party written notice of election so to do
within sixty (60) days from the date of the architect's
aforesaid opinion after such damage or destruction
occurred and upon such notice being given, the term of
the Sub-Lease shall automatically terminate effective as
of the day following the date on which the delivery of
notice of condition, and Sublessor shall thereupon
forthwith reimburse Sublessee for any rent paid in
advance for the period following the date of
cancellation.
Termination of FOURTEENTH: 14.1 If a Receiver or Trustee
Lease by is appointed for the Sublessee's property, or if the
Sublessor upon Sublessee shall default in the performance of any
default agreement herein contained beyond any applicable cure
period, this Sub-Lease shall thereby at the option of
the Sublessor, be terminated in the manner and on the
notice set forth below, and in that case, neither the
Sublessee nor anyone claiming under the Sublessee, shall
be entitled to keep possession of the Premises. If,
after the commencement of the term, any of the events
mentioned above in this sub-division shall occur, or if
the Sublessee shall default in fulfilling any of the
covenants of this Sub-Lease,
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the Sublessor shall give the Sublessee thirty (30) days written
notice of intention to end the term of this Sub-Lease, and
thereupon at the expiration of such thirty (30) days (if the
condition which was the basis of said notice shall continue to
exist) the term under this Sub-Lease shall expire as fully and
completely as if that day were the date herein definitely fixed
for the expiration of the term, and the Sublessee will then quit
and surrender the Premises to the Sublessor. Notwithstanding the
foregoing, however, in the event such condition could not
reasonably have been corrected within thirty (30) day period,
but Sublessee commenced to correct such condition within such
period and continues to do so with due diligence, then Sublessee
shall be granted such additional time as is deemed reasonably
necessary by the Sublessor to complete the correction of such
condition.
Repossession by 14.2 If the Sublessee shall default in
Sublessor the payment of the rent reserved hereunder, or any item of
"additional rent" herein mentioned, or any portion thereof, of
making any other payment herein provided for, and if the
Sublessor shall have given to the Sublessee thirty (30) days
prior written notice thereof, and if the condition which was the
basis of said notice shall exist at the expiration of such (30)
day period, the Sublessor may immediately, or at any time
thereafter, re-enter the Premises in a lawful manner and remove
all persons and all or any property therefrom, either by summary
dispossess proceedings, or by any other suitable legal or
equitable proceeding in a court of law, and repossess and enjoy
the Premises, together with all additions, alterations and
improvements, in any such case. Sublessor may rent the Premises
for a term extending beyond the term granted, and in such
event, Sublessee's liability hereunder shall cease. In the event
that the term of this Sub-Lease shall expire as above provided,
or terminate by summary proceedings or otherwise, and if the
Sublessor cannot with due diligence relet the Premises, the
Sublessee shall remain liable for so long as the Premises shall
remain unrented, and the Sublessee shall pay the Sublessor until
the time when this Sub-Lease would have expired but for such
Reletting termination or expiration, or until the Premises are relet,
whichever shall sooner occur, the equivalent of the amount of
all of the rent and "additional rent" reserved herein, less the
proceeds of reletting or the value of the use by the Sublessor,
and the same shall be due and payable by the Sublessee to the
Sublessor on the several rent days above specified, that is upon
each of such rent days the Sublessee shall pay to the Sublessor
the amount of deficiency then existing. The words "re-enter" and
"re-entry" as used in this Sub-Lease are not restricted in their
technical legal meaning.
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Remedies are 14.3 In the event of a breach by the
cumulative Sublessee of any of the covenants or provisions hereof, the
Sublessor shall have the right to invoke any remedy allowed by
law or in equity, as if re-entry, summary proceedings and other
remedies were not herein provided for.
Sublessor may FIFTEENTH: 15.1 If the Sublessee shall make
perform default in the performance of any covenant herein contained, the
Sublessor may at any time thereafter, after thirty (30) days
written notice by registered mail, perform the same for the
account of the Sublessee. If a notice of Mechanic's Lien be
filed against the Premises for, or purporting to be for, labor
or materials alleged to have been furnished, or to be furnished
to or for the thirty (30) days after the filing of such notice,
the Sublessor may pay the amount of such lien or discharge the
same by deposit or by bonding proceedings and in the event of
such lien or discharge of the same by deposit or bonding
proceedings, the Sublessor may require the lienor to prosecute
an appropriate action to enforce the lienor's claim. In such
Additional case, the Sublessor may pay any judgment recovered on such
rent claim. Any amount paid or expense incurred by the Sublessor as
in this subdivision of this Sub-Lease provided, and any amount
as to which Sublessee shall at any time be in default for or
respect to the use of water, electric current or natural gas,
and any expense incurred or sum of money paid by the Sublessor
by reason of the sublessee's failure to comply with the
provisions hereof, or in defending any such action, shall be
deemed to be "additional rent" for the Premises and shall be due
and payable by the Sublessee to the Sublessor on the first day
of any succeeding month. The receipt of the Sublessor of any
installments of the regular stipulated rent hereunder or of any
of said "additional rent" shall not be a waiver of any other
"additional rent" then due.
Waivers SIXTEENTH: 16.1 The failure of the Sublessor to
insist, in any one or more instances upon a strict performance
of any of the covenants of this Sub-Lease, or to exercise any
option herein contained, shall not be construed as a waiver or a
relinquishment for the future of such covenant or option, but
the same shall continue and remain in full force and effect. The
receipt by the Sublessor of rent, with knowledge of the breach
shall not be deemed to be a waiver by the Sublessor of any
provision hereof, unless such waiver is expressed in writing and
signed by the Sublessor. No notice or consent shall be necessary
in the event of a merger, consolidation, transfer or sale of all
assets by the Sublessee, so long as the Sublessee shall continue
to remain responsible for all payments and covenants contained
in this Sub-Lease.
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SEVENTEENTH: 17.1 This Sub-Lease is and shall be
subordinate at all times to the lien of a first mortgage
hereafter placed upon the Sublessor's interest in the Premises
or buildings located thereof, or any buildings thereafter placed
upon the Premises. Sublessee shall execute and deliver upon the
demand of the Sublessor, its successors or assigns, further
instruments subordinating this Sub-Lease to the lien of any such
Mortgages first mortgage, provided however, that any such mortgage shall
contain a covenant or the Sublessor shall procure from any
present or future mortgagee a separate agreement in writing, in
recordable form, provided in substance that so long as the
Sublessee shall faithfully discharge each and every obligation
on its part to be kept and performed under the terms of this
Sub-Lease or any renewal thereof, its tenancy will not be
disturbed nor this Sub-Lease or any renewal thereof affected by
any default under any such first mortgage; the rights of the
Sublessee hereunder shall expressly survive and shall not be cut
off; and this Sub-Lease and any renewal thereof shall in all
respects continue in full force and effect, so long as the
Sublessee fully performs all of its obligations hereunder.
Indemnity EIGHTEENTH: 18.1 The Sublessee agrees to indemnify
and save harmless the Sublessor against and from any and all
claims by or on behalf of any person or persons, firm or firms,
corporation or corporations, arising from the Sublessee's use of
the leased property or the conduct of their business or from any
activity, work, or thing done, permitted or suffered by the
Sublessee, in or about the premises, and will further indemnify
and save the Sublessor harmless against and from any and all
claims arising from any breach or default on the Sublessee's
part in the performance of any covenant or agreement on the
Sublessee's part to be performed, pursuant to the terms of this
Sub-Lease, or arising from any act or negligence of the
Sublessee, or any of its agents, contractors, servants,
employees or licensees, and from and against all costs, counsel
fees, expenses and liabilities incurred in connection with any
such claim or action or proceeding brought against the Sublessor
by reason of any such claim, the Sublessee, upon notice from the
Sublessor, covenants to resist or defend at the Sublessee's
expense such action or proceeding. The Sublessee, as a material
part of the consideration to the Sublessor, hereby assumes all
risk of damage to property in, upon or about the property from
any source and to whomever belonging, except for damages
resulting directly from the gross negligence or wilful
misconduct of the Sublessor its agents, contractors, servants,
employees or licensees, and the Sublessee hereby waives all
claims in respect thereof against the Sublessor and agrees to
defend and save the Sublessor harmless from and against any such
claims by others.
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Sublessor hereby waives all claims against the Sublessee for
damage to property in, upon, or about the property resulting from
the gross negligence or wilful misconduct of the Sublessor its
agents, contractors, servants, employees or licensees and agrees
to defend and save the Sublessee harmless from and against any
such claims by others.
Improvements NINETEENTH: 19.1 All improvements made by the
Sublessee to or upon the Premises, except trade fixtures,
equipment and any other improvements which can be removed without
material damage to the freehold, shall become and shall remain
the property of the Sublessor, and at the end or other expiration
of the term shall be surrendered to the Sublessor in as good
order and condition as they were when installed, reasonable wear
and damage excepted. Sublessee shall remove trade fixtures at the
end of the Sub-Lease and surrender the premises in good order and
condition.
19.2 Sublessor agrees to indemnify
Sublessee for any environmental violations which are not the
result of activities of the Sublessee and its use of the
Premises.
Notices TWENTIETH: 20.1 Any notice by the Sublessor to the
Sublessee shall be deemed to be duly given if mailed by certified
mail, addressed to Sublessee, at 200 Mushroom Boulevard,
Rochester, New York 14623 with a duplicate copy by registered or
certified mail to Sublessee at 900 Jefferson Road, Rochester, New
York 14623.
20.2 Any notice by the Sublessee shall be
duly given if mailed by certified mail addressed to the Sublessor
at 2477 East Commercial Boulevard, Fort Lauderdale, Florida
33308.
No Liability TWENTY-FIRST: 21.1 The Sublessor shall not be liable
for failure of water supply, electrical current, or natural gas,
not caused by Sublessor's negligence nor for injury or damage to
person or property caused by the elements or by persons in said
building, or resulting from steam, gas, electricity, water, rain
or snow, not caused by Sublessor's negligence, which may leak or
flow from any part of the building upon the Premises, or from the
pipes, appliances or plumbing works of the same, or from the
street or sub-surface, or from any other place, nor for
interference with light or other incorporeal hereditaments by
anyone other than the Sublessor, or caused by operations by or
for any municipality in construction of any public or quasi-
public work.
[LETTERHEAD OF SUTTON, DELEEUW, CLARK & DARCY, LLP APPEARS HERE]
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TWENTY-SECOND: 22.1 If the demised premises shall be
taken or condemned by any competent authority under power of
eminent domain for a public or quasi-public use or purpose,
then, at the Sublessor's option to be exercised by written
notice to be given by the Sublessor to the Sublessee, the term
hereby granted shall cease from the time when possession of the
part so taken shall be required for such public or quasi-public
use or purpose, and without an apportionment of the award, the
Sublessee hereby assigning to the Sublessor all right and claim
to the award. The current rent, however, in such case shall be
apportioned in the same manner as Section 13. Nothing in this
Section shall prevent Sublessee from pursuing an award for its
personal property taken or loss of income.
Shoring of TWENTY-THIRD: 23.1 In the event that an excavation
walls shall be made for building or other purposes upon land adjacent
to the Premises or shall be contemplated to be made the
Sublessee shall afford to the person or persons causing or to
cause such excavation, license to enter upon the Premises for
the purposes of doing such work as such person or persons shall
deem to be necessary to preserve the wall or walls, structure or
structures upon the Premises free from injury and to supply the
same proper foundations, provided such entry does not unduly
interfere with the Sublessee's use and enjoyment of the
Premises.
The Sublessor shall not unduly hamper the use of the
Premises by the Sublessee in effecting such improvements.
Validity TWENTY-FOURTH: 24.1 The invalidity or unenforceability
of any provision of this Sub-Lease shall in no way affect the
validity or enforceability of any other provision thereof.
TWENTY-FIFTH: 25.1 In order to avoid delay, this
Sub-Lease has been prepared and submitted to the Sublessee for
signature with the understanding that it shall not bind the
Sublessor unless and until it is executed and delivered by the
Sublessor.
Laws of TWENTY-SIXTH: 26.1 This Sub-Lease shall be construed
New York by the laws of the State of New York.
State
TWENTY-SEVENTH: 27.1 So long as the Sublessee pays the
rent and additional rent reserved hereby and performs and
observes the covenants and provisions hereof, the Sublessee
shall peacefully and quietly have, hold and enjoy the Premises.
Fire Insurance TWENTY-EIGHTH: 28.1 During the term hereof,
and Increases Sublessee shall at its own cost and expense, provide and keep in
force insurance covering the Premises against loss or damage by
fire and lightning and such
[LETTERHEAD OF SUTTON, DELEEUW, CLARK, & DARCY, LLP APPEARS HERE]
12
risks as are customarily included in extended coverage
endorsements attached to fire insurance policies covering
property similar to such Premises (including windstorm, hail,
explosion, riot, riot attending a strike and civil
commotion, damage from aircraft and vehicle, vandalism, and
malicious mischief, sprinkler leakage, sonic boom and smoke
damage) in an amount not less than Three Million Dollars
($3,000,000.00) for such Fire Insurance and Extended Coverage,
or such higher amount as may be required by the holder of any
first mortgage covering the premises. The Fire and Extended
Coverage shall be reviewed and adjusted annually on or about
each renewal date, and the additional premium shall be paid by
the Sublessee and coverage shall be increased in accordance with
the same formula as is provided for inflation as is set forth in
Paragraph 19 of the Genessee Valley Regional Authority Ground
Lease.
Sublessor as 28.2 All insurance to be provided and kept in
additional force by Sublessee under the provision hereof shall name as the
assured insured Sublessor and Sublessee as their respective interests
may appear, and the holder of any fee mortgage on the premises
and the standard mortgagee clause shall be attached to the
appropriate policies. The policies including such insurance
shall provide that the loss, if any, shall be adjusted with and
payable to the party who will perform the work of restoration
pursuant to paragraph THIRTEENTH of the Sublessee's current
lease with the Genesee Valley Regional Authority and such
mortgagee as their interest may appear.
Delivery of 28.3 All policies shall be obtained by
policies Sublessee and certificates thereof, shall be delivered to
Sublessor at or before the commencement of the term hereof and
shall be taken in responsible companies satisfactory to
Sublessor and authorized to do business in the State of New
York. All policies shall be for periods of not less than ONE (1)
year and shall contain a provision whereby the same cannot be
cancelled unless Sublessor is given at least THIRTY (30) days
Notice of prior written notice of such cancellation. Sublessee shall
cancellation procure and pay for renewals of such insurance from time to time
and Sublessee shall promptly deliver to Sublessor certificates
thereof at least THIRTY (30) days before the expiration thereof.
Place of TWENTY-NINTH: 29.1 All rental payments, additional
payment of rental, reimbursement for ground rental, taxes, impositions and
rent the like, and all other payments, if any, shall be made payable
to the Sublessor and forwarded to 2477 E. Commercial Boulevard,
Fort Lauderdale, Florida 33308, and at such other address that
may
[LETTERHEAD OF SUTTON, DELEEUW, CLARK AND DARCY, LLP APPEARS HERE]
13
be hereinafter be designated by the Sublessor upon fifteen (15)
days prior written notice directed to the Sublessee.
Other THIRTIETH: 30.1 Subject to Section 6.2, Sublessee
Provisions agrees that ninety (90) days prior to the expiration of this
Sub-Lease, Sublessor or its agents may show at any reasonable
hour the premises to persons wishing to lease them. In addition,
Sublessee agrees that Sublessor or its agents may show the
premises at any time, at any reasonable hour, to prospective
purchasers, upon prior notice by the Sublessor that property is
for sale. Sublessor may display "for sale" signs on the
premises.
30.2 Sublessee shall vacate the demised
premises and remove all Sublessee's property therefrom at the
expiration of this Sub-Lease, and leave the demised premises in
good repair, in a clean and orderly condition, subject to normal
wear and tear.
30.3 In the event the Sublessee
continues to occupy the premises after the expiration of this
Sub-Lease or any renewal thereof and parties are not negotiating
a new term, then at the option of the Sublessor, such a tenancy
shall be from month to month, commencing the first day after the
expiration of the Sub-Lease, at ONE HUNDRED TEN PERCENT (110%)
the monthly rental set forth above, payable in advance on the
first day of each and every month. All other terms and
conditions of this Sub-Lease shall be applicable to such a
tenancy.
30.4 This Sub-Lease shall be subject to
consent of Genesee Valley Regional Authority which consent will
be obtained within a reasonable time frame after signing of this
Sub-Lease by such Sublessee. If said consent is not obtained,
Sublessee shall notify Sublessor in writing and this Sub-Lease
shall be null and void at the option of Sublessor.
30.5 The signatories to this Sub-Lease
represent that they are duly authorized to execute the
instrument on behalf of their principals.
30.6 Sublessor represents that there
are no liens or encumbrances which will interfere with
Sublessee's use of the Premises and that the Premises are fit
for use as a warehouse.
30.7 Sublessor represents that there
are not defaults under the Lease with Genessee Valley Regional
Authority.
[LETTERHEAD OF SUTTON, DELEEUW, CLARK & DARCY, LLP APPEARS HERE]
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IN WITNESS WHEREOF, the Sublessor and Sublessee have
caused these presents to be signed by their duly authorized
officers and their corporate seals to be hereunto fixed, the day
and year first above written.
TERTRAC ASSOCIATES
BY: /s/ Stephen G. Mehallis,
------------------------------------
Stephen G. Mehallis,
Co-Trustee For General Partners
WORLD OF SCIENCE, INC.
BY: /s/ Charles A. Callahan
------------------------------------
Charles A. Callahan,
Vice President-Finance
STATE OF FLORIDA)
COUNTY OF BROWARD) SS.
On this 1 day of April, 1997, before me personally came
--- ----- --
Stephen G. Mehallis to me know, who, being by me duly sworn, did
-------------------
depose and say that he resides in Broward County, Florida, that
-----------------------
he is the ___________________________ of TERTRAC ASSOCIATES, a
New York Limited Partnership.
NORA GILLARY
Notary Public, State of Florida /s/ Nora Gillary
My Comm. expires Oct. 13, 1999 ---------------------------------------
No. CC 498197 Notary Public
Bonded Thru Official Notary Serivces
1-(800) 723-0121
STATE OF NEW YORK)
COUNTY OF MONROE ) SS.
On this 31st day of March, 1997, before me personally
---- ----- --
came Charles A. Callahan to me know, who being by me duly sworn,
-------------------
did depose and say that he resides in Rochester, New York; that
he is the Vice President-Finance of World of Science, Inc., the
----------------------
corporation described in and which executed the within
Instrument.
/s/ Pamela J. Bucci
---------------------------------------
Notary Public
PAMELA J. BUCCI
Notary Public in the State of New York
Monroe County
Commission Expires Aug. 4, 1998
--
[LETTERHEAD OF SUTTON, DELEEUW, CLARK & DARCY, LLP APPEARS HERE]
NIAGARA - MOHAWK POWER CO.
[ARTWORK APPEARS HERE]
EXHIBIT "A" MUSHROOM BOULEVARD (Private Drive)
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 10/13/99 | | 15 | | | | | None on these Dates |
| | 12/1/98 | | 2 |
| | 8/4/98 | | 15 |
| Filed on: | | 6/5/97 |
| | 4/1/97 | | 2 |
| List all Filings |
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