Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 60± 285K
2: EX-1 Underwriting Agreement 9± 36K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 1 8K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 17± 68K
5: EX-4 Instrument Defining the Rights of Security Holders 16± 68K
6: EX-5 Opinion re: Legality 5± 22K
7: EX-6 Opinion re: Discount on Capital Shares 3± 16K
9: EX-7 Opinion re: Liquidation Preference 3± 14K
10: EX-8 Opinion re: Tax Matters 1 6K
8: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
EX-7 — Opinion re: Liquidation Preference
SECOND LEASE MODIFICATION AGREEMENT
THIS SECOND LEASE MODIFICATION AGREEMENT, made this 15 day of May, 1998 by
and between HARTZ MOUNTAIN PARSIPPANY, a New Jersey general partnership having
an office at 400 Plaza Drive, Secaucus, New Jersey 07094 (hereinafter referred
to as "Landlord") and EMERSON RADIO CORP., a Delaware corporation having an
office at 9 Entin Road, Parsippany, NJ 07054-0430 (hereinafter referred to as
"Tenant").
WITNESSETH:
WHEREAS, by Agreement of Lease dated March 26, 1993, as amended by First
Lease Modification Agreement dated July 23, 1993 (collectively the "Lease"),
Landlord leased to Tenant and Tenant hired from Landlord approximately 40,646.75
square feet of Floor Space located at on the second floor of 9 Entin Road in
Parsippany, New Jersey (hereinafter the "Original Demised Premises"); and
WHEREAS, Landlord and Tenant wish to modify the Lease (a) to reflect a
decrease in the area of the Demised Premises and (b) to extend the Term of the
Lease for an additional five (5) years beyond the current Expiration Date of
July 31, 1998, and amend the Lease accordingly;
NOW, THEREFORE, for and in consideration of the Lease, the mutual covenants
herein contained and the consideration set forth herein, the parties agree as
follows:
1. The Term of the Lease is hereby extended for a period of five years from
August 1, 1998 until July 31, 2003 (the "Extended Period").
2. During the Extended Period, the Fixed Rent will be at the rate of Twenty
Dollars ($20.00) per annum multiplied by the Floor Space of the New Demised
Premises, as defined below.
3. On or before July 31, 1998, Tenant will vacate and surrender in broom-clean
condition and otherwise in compliance with all provisions in the Lease
concerning surrender of Demised Premises, the portion of the Original Demised
Premises outlined in yellow on Exhibit A, attached hereto (the "Released
Premises").
4. Effective August 1, 1998, provided that Tenant has complied with paragraph
3, above, the Demised Premises will be reduced to 19,216 square feet as outlined
in red on the attached Exhibit A (the "New Demised Premises"). From and after
the later of the date that the Released Premises are vacated by Tenant or August
1, 1998, all reference in the Lease to the Demised Premises shall be deemed to
refer to the New Demised Premises.
5. Landlord will, at its sole cost and expense, demise the New Demised
Premises from the Original Demised Premises including, but not limited to,
construction of a demising wall separating the New Demised Premises and the
Original Demised Premises and separating the HVAC and electrical systems.
6. Effective August 1, 1998, provided Tenant has complied with paragraph 3,
above, Tenant's Fraction will be reduced to 10%.
7. Effective August 1, 1998, the number of Tenant's reserved parking spaces
will be reduced to eight (8).
8. Article 21.06 of the Lease and Section R2 of the Rider to Lease are hereby
deleted.
9. Amending Article 21.07 of the Lease, Tenant will be permitted to maintain
its existing exterior signage on the Building until such time as Landlord
requests its removal. At that time, Tenant shall promptly properly remove same
and restore the affected area or Landlord shall do so at Tenant's expense.
10. Notices to the Tenant pursuant to Article 34.01 of the Lease are to be sent
to the attention of the Legal Department.
11. The following language is hereby inserted at the end of 3.05 of the Lease:
In the event that any check tendered by Tenant to Landlord is returned for
insufficient funds, Tenant shall pay to Landlord, in addition to the charge
imposed by the preceding sentence, a fee of $25.00.
12. The following language is hereby inserted at the end of Article 11.08. of
the Lease:
Notwithstanding anything contained in this Lease to the contrary, Landlord
shall not be obligated to entertain or consider any request by Tenant to
consent to any proposed assignment of this Lease or sublet of all or any
part of the Demised Premises unless each request by Tenant is accompanied
by a non-refundable fee payable to Landlord in the amount of One Thousand
Dollars ($1,000.00) to cover Landlord's administrative, legal, and other
costs and expenses incurred in processing each of Tenant's requests.
Neither Tenant's payment nor Landlord's acceptance of the foregoing fee
shall be construed to impose any obligation whatsoever upon Landlord to
consent to Tenant's request.
13. Both parties represent that no broker was instrumental in bringing about or
consummating this Second Lease Modification Agreement and that neither party had
conversations or negotiations with any broker concerning the Second Lease
Modification. Tenant agrees to indemnify and hold harmless Landlord against and
from any claims for any brokerage commissions and all costs, expenses and
liabilities in connection therewith, including, without limitation, reasonable
attorneys' fees and expenses, arising out of any conversations or negotiations
had by Tenant with any broker.
14. Except as provided herein, all of the terms and conditions of the
Lease dated as amended above are in full force and effect and are confirmed
as if fully set forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this Second Lease
Modification Agreement to be duly executed as of the day and year first above
written.
ATTEST: HARTZ MOUNTAIN PARSIPPANY
BY: HARTZ MOUNTAIN INDUSTRIES, INC.
/s/ Witness By: /s/ Irwin A. Horowitz
Irwin A. Horowitz
Executive Vice President
ATTEST: EMERSON RADIO CORP.
/s/ Witness By: /s/ John P. Walker
John P. Walker
Chief Financial Officer
Dates Referenced Herein and Documents Incorporated by Reference
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