exv10w4



 



Exhibit 10.4



LEASE AGREEMENT



THIS LEASE (“Lease”) made as
of the 25th day of June 2003, by


CHRISTOPHER S. VERNON, EILEEN VERNON, and MARK CORCORAN

c/o Mercer Management and Development Co.

PO Box 5471

Trenton, New Jersey 08638
     
hereinafter called “Landlord”


 
-and-
 


YARDVILLE NATIONAL BANK

2465 Kuser Road

Hamilton, New Jersey 08690
     
hereinafter called “Tenant”


ARTICLE I

Basic Lease Provisions



     In consideration of the rents, covenants and agreements hereafter reserved
and contained on the part of the Tenant to be observed and performed, the
Landlord leases to the Tenant, and the Tenant rents from Landlord, 8,350 square
feet (“Leased Premises”) in the basement floor of the building located at 4573
South Broad Street, Hamilton, New Jersey (“Building”). The total square
footage of office space (not including the attic) in the Building is 24,730.


     All facilities furnished by Landlord and which are part of the Building,
but not part of the Leased Premises, including without limitation sidewalks,
parking areas and landscaping are under the sole control of Landlord and may be
changed or reconfigured by Landlord. Tenant only has a license to use such
common areas, which Landlord may revoke at any time without liability to
Tenant, provided that Landlord will provide adequate nonexclusive parking
during the entire term of this Lease and any renewal term.


     The term of this Lease shall be month-to-month commencing on June 25,
2003. Tenant will take possession on June 25, 2003.


ARTICLE II

Rent



     Base Rent. The monthly base rent shall be for the amounts set forth and
for the periods set forth in the rent schedule marked as Exhibit “A” attached
hereto and made a part hereof. The monthly rent set forth in the rent schedule
shall be paid by the Tenant on or before the first day of each month in
advance, at the office of the Landlord or at such other place designated by
Landlord on Exhibit “A”, without any deduction or set-off whatsoever.







 


     Utilities & Maintenance.



	 	a.	 	Utilities. The following utilities shall be available to the
Tenant in conjunction with Tenant’s leased area: gas, electricity,
water and sewer. Landlord consents and agrees that all such
utilities shall be available to the demised premises at the
commencement date, and shall provide Tenant with separate meters
where possible for Tenant’s leased area. All utilities used by
Tenant in conjunction with Tenant’s leased area shall be paid by
Landlord except for electricity, which shall be paid by Tenant.
	 
	 	b.	 	Maintenance. Tenant shall be responsible for all
nonstructural maintenance of the leased area, including the interior
of the building. Landlord shall maintain the public areas, roof and
exterior walls in good condition; make all structural repairs unless
these repairs are made necessary by the act or neglect of the Tenant
or Tenant’s employees; make necessary replacements of the plumbing,
cooling, heating and electrical systems, except when made necessary
by the act or neglect of Tenant or Tenant’s employees; and maintain
the elevators in the building, if any.



ARTICLE III

Construction of Leased Premises



     Tenant’s Work. Tenant may not make any changes, modifications, alterations
or improvements to the Leased Premises or to the exterior of the Leased
Premises, including installation of signs, awnings, advertising material and/or
exterior lighting without first obtaining the approval of the Landlord.


     Changes and Additions to Building. Landlord hereby reserves the right at
any time to perform maintenance operations and to make repairs, alterations, or
additions to the Building in which the Leased Premises are contained and to any
building adjoining or adjacent to the same. Landlord also reserves the right
to construct other buildings or improvements, including, but not limited to,
structures for motor vehicle parking from time to time and to make alterations
thereof or additions thereto and to build additional stories on any such
building or buildings and to build adjoining same. Tenant agrees to cooperate
with Landlord permitting Landlord to accomplish any such maintenance, repairs,
alterations, additions or construction, all of the same with no abatement or
reduction of rent provided such repairs, alterations, additions or construction
do not interfere with Tenant’s business.


ARTICLE IV

Conduct of Business by Tenant



     Tenant shall use the Leased Premises for the purpose of storage and
maintenance work. If the Township disallows this use, the Lease is null and
void.


ARTICLE V

Triple Net-Additional Rent










 





     Tenant shall pay, as additional rent, its “proportionate share”, as
hereinafter defined, of “triple nets” over the “base rent”; due and payable
with respect to the Building in which the Leased Premises are located and the
land underlying said Building.


     Landlord’s “operating costs” shall be those of operating and maintaining
the Building in a manner deemed by Landlord reasonable and appropriate and for
the best interests of the tenants in the Building, including without
limitation, the following:



	 	1.	 	Real estate taxes or any other tax imposed in lieu of real
estate taxes assessed on the Building and the land underlying same.
	 
	 	2.	 	All costs and expenses directly related to the Building of
managing, operating, repairing, lighting, cleaning, insurance,
removing snow, ice and debris, policing and regulating traffic in
the area immediately adjacent to the Building and depreciation of
machinery and equipment used for such operation.
	 
	 	3.	 	All costs and expenses of replacing paving, curbs, walkways,
landscaping (including replanting and replacing flowers and other
planting), drainage and lighting facilities in the Building and area
immediately adjacent thereto.
	 
	 	4.	 	Electricity used in lighting common areas of the Building,
water including water used in fire prevention equipment and sewer.
	 
	 	5.	 	Maintenance, replacement, repair of mechanical and electrical
equipment including heating, ventilating and air-conditioning
equipment in the Building.
	 
	 	6.	 	Maintenance of common areas of the Building.
	 
	 	7.	 	Painting, decoration and carpeting of all common areas in the
Building.
	 
	 	8.	 	All other expenses which would be considered as an expense of
maintaining, operating or repairing the Building under sound
accounting principals.
	 
	 	9.	 	All costs and expenses associated with insuring the Building.
	 
	 	10.	 	All utility expenses associated with the Building and
property which are not paid by the Tenant.
	 
	 	11.	 	Tenant’s proportionate share of operating costs for any
fiscal year of the Lease shall be determined as follows: the amount
of operating costs shall be multiplied by a fraction, the numerator
of which is the total number of square feet of the Leased Premises
and the denominator of which is the total number of square feet of
the Building, with the result being the percentage of all operating
costs payable by Tenant.
	 
	 	12.	 	Tenant shall have the right to audit the operating cost of
the Landlord on a yearly basis to determine if they are reasonable
and customary.








 






ARTICLE VI

Insurance



     Liability Insurance. Tenant shall, during the entire term hereof, keep in
full force and effect, property damage and comprehensive public liability
insurance with respect to the Leased Premises for the combined single coverage
of not less than $1,000,000. The policy shall name Tenant as insured and
Landlord as additional insured, and shall contain a clause that the insurer
will not cancel or change the insurance without first giving the Landlord
thirty (30) days prior written notice. The insurance shall be placed with an
insurance company rated by Best as B or better and a copy of the policy or a
certificate of insurance shall be delivered to the Landlord prior to
commencement of this lease. The policy shall contain a provision stating that
the insurer may not deny coverage or payment to Landlord or Tenant, as
applicable, due to the negligent acts of the other.


     Property Insurance.



	 	a.	 	Tenant agrees to carry insurance against fire, vandalism,
malicious mischief and other such perils as are from time to time
included in a standard extended coverage endorsement, insuring
Tenant’s merchandise, trade fixtures, furnishings, equipment and all
other items of personal property of Tenant located on or within the
Leased Premises, in an amount equal to but not less than eighty
percent (80%) of the actual replacement cost thereof and to furnish
Landlord with a certificate evidencing such coverage. The policy
shall have a provision whereby the insurer waives subrogation
against Landlord.
	 
	 	b.	 	Tenant shall not carry any stock of goods or do anything in
or about the Leased Premises which will in any way tend to increase
the insurance rates on the Leased Premises and/or the Building of
which they are a part. If Tenant installs any electrical equipment
that overloads the lines in the Leased Premises, Tenant shall at its
own expense make whatever changes are necessary to comply with the
requirements of the insurance underwriters and governmental
authorities having jurisdiction.



ARTICLE VII


Attornment, Subordination


     Tenant agrees that its rights hereunder are subordinate to the lien of any
mortgage, ground lease or any other method of financing or refinancing now or
hereafter placed against the land and/or the Leased Premises and to any and all
advances made or to be made thereunder and to the interest thereon and to all
renewals, replacements, consolidations and extensions thereof. This paragraph
shall be self-operative and no further instrument of subordination shall be
required. Tenant agrees that Tenant will attorn to any mortgages or ground
lessor or purchaser at a foreclosure sale if requested to do so.


ARTICLE VIII


Assignment and Subletting







 


     Tenant agrees not to assign, mortgage, pledge or encumber this Lease, in
whole or in any part or any interest therein, or sublet the whole or any part
of the Leased Premises or permit the use of the whole or any part of the Leased
Premises by any licensee or concessionaire or any other occupant, without first
obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld. If Tenant is a corporation, and if ownership of
fifty-one (51%) percent or more of its voting stock changes at any time during
the term hereof, or Tenant merges with a third party, such events shall be
deemed to be an assignment which is permitted under this Agreement.


ARTICLE IX



Destruction of Leased Premises


     If the Building and/or Leased Premises shall be damaged by fire, the
elements, unavoidable accident or other casualty, in such a way which makes the
Lease Premises untenable, Landlord shall have the right, to be exercised by
notice to Tenant within six (6) months after said occurrence, to elect not to
repair such damage and to cancel and terminate this Lease effective and
retroactive to the date of the casualty. Should the Leased Premises be
rendered wholly or 50% or more untenable by reason of such occurrence, the
fixed gross rent shall be abated in whole or in proportion pursuant to such
untenability until the Leased Premises are again tenable.


ARTICLE X

Eminent Domain



     If the whole or any part of the Premises shall be taken under the power of
eminent domain, this Lease Agreement shall terminate as to the part so taken on
the date Tenant is required to yield possession thereof to the condemning
authority. If twenty-five (25%) percent or more of the total rentable floor
area of the Building or the parking areas located on the common areas is taken
as aforesaid, then Landlord may terminate this Lease Agreement as of the date
of the taking. All compensation awarded for any taking of the leasehold and/or
the improvements thereon shall belong to and be the property of Landlord;
provided however, that nothing contained herein shall prevent Tenant from
applying for reimbursement from the condemning authority (if permitted by law)
for relocation expenses, or removal of Tenant’s furniture, business equipment
and such fixtures as Tenant is permitted to remove hereunder, if and only if
such action shall not reduce the amount of compensation otherwise recoverable
by Landlord from the condemning authority.


ARTICLE XI



Default of Tenant


     Events of Default. Upon the happening of one or more of the events as
expressed below in a. or b., the Landlord shall have any right and all rights
and remedies hereinafter set forth and as are available at law:



	 	a.	 	In the event Tenant should fail to pay one or more of said
monthly installments of rent, or any other sums required to be paid
hereunder, as and when same become due, after a ten (10) day grace
period.








 







	 	b.	 	In the event Tenant fails to keep, observe or perform any of
the other terms, conditions or covenants on the part of the Tenant
herein to be kept, observed, and performed for more than thirty (30)
days after written notice thereof is given by Landlord to Tenant
specifying the nature of such default.



     Remedies of Landlord. Upon Tenant’s default, Landlord shall have, in
addition to any other remedies available at law, the following remedies, all of
which are cumulative:



	 	a.	 	     Landlord may take possession of the Premises without notice,
which will not be deemed an acceptance of surrender of this Lease or
a waiver of any rights or remedies of Landlord. Landlord shall be
deemed to have used reasonable efforts to sublet the Premises, if
Landlord leases the whole or any part of the Premises, separately or
with other property, for any period equal to or less than, or
extending beyond, the remainder of the term, for any sum, or to any
person, or for use Landlord deems reasonable, satisfactory or
appropriate.
	 
	 	b.	 	     In the event of such default or material breach, the Landlord
shall have the right, at its option, to declare the Lease
terminated, and shall have the right, at its option, to request
payment in full of all unpaid rent to the date of default. Landlord
shall be obligated, however, to attempt to mitigate damages and
shall only be entitled to bring suit for unpaid rent of the
difference between the amount which Tenant would have owed under the
terms of this Lease Agreement, and the amount which Landlord
receives from a new tenant.
	 
	 	c.	 	     Landlord may bring suit against Tenant for specific
performance by Tenant of all of Tenant’s obligations and
responsibilities hereunder.
	 
	 	d.	 	     The Landlord, in addition to other rights and remedies it may
have, shall have the right to remove all or any part of the Tenant’s
property from the Leased Premises. Tenant hereby waives any and all
loss, destruction and/or damage or injury which may be occasioned by
any of the aforesaid acts.



     Waiver. The Landlord’s failure to act on any breach of any term,
condition or covenant herein contained shall not be a waiver of such term,
condition or covenant, or any subsequent breach of the same of any term,
condition or covenant herein contained. The consent or approval by Landlord to
or any act by Tenant requiring Landlord’s consent to approval shall not be
deemed to waive or render unnecessary Landlord’s consent to or approval of any
subsequent similar act by Tenant. No re-entry hereunder shall bar the recovery
of rents or damages for the breach of any of the terms, conditions or covenants
on the part of Tenant herein contained. The receipt of rents after breach or
condition broken, or delay on the part of the Landlord to enforce any right
hereunder, shall not be deemed a waiver of forfeiture, or a waiver of the right
of Landlord to annul this Lease or to re-enter said Leased Premises or to
re-let same.


     Legal Expenses. Should suit be brought by Landlord for the recovery of
possession of the Leased Premises, or for rent or any other sum due Landlord
under this Lease, or for the collection of unpaid rent due Landlord under this
Lease, Tenant shall pay the Landlord all expenses of such suit and any appeal
thereof, including a reasonable attorney’s fee.







 


ARTICLE XII



Access by Landlord


     Landlord and Landlord’s agent shall have the right to enter the Leased
Premises during normal business hours (except for emergency situations when
entry shall be permitted during non-business hours as well) to examine the same
and to show them to prospective purchasers or lessees of the Building and to
make such repairs, or alterations, improvements or additions as Landlord may
deem necessary or desirable. Nothing herein contained, however, shall be
deemed or construed to impose upon Landlord any obligation, responsibility or
liability whatsoever, for the care, maintenance or repair of the Building or
any part thereof except as otherwise herein specifically provided.


ARTICLE XIII



Holding Over Successors


     All rights and liabilities herein given to or imposed upon the respective
parties hereto shall extend to and bind any heirs, executors, administrators,
successors, and assigns of the said parties: and if there shall be more than
one Tenant, they shall be bound jointly and severally by the terms, covenants
and agreement herein. No rights, however, shall inure to the benefits of any
assignee of Tenant, unless the assignment to such assignee has been approved by
Landlord in writing as provided in this Lease. Nothing contained in this Lease
shall in any manner restrict Landlord’s right to assign or encumber this Lease,
and in the event Landlord sells or transfers its interest in the Building and
the purchaser or transferee assumes the Landlord’s obligation and covenants,
Landlord shall thereupon be relieved of all further obligations hereunder.


ARTICLE XIV

Quiet Enjoyment



     Upon payment by the Tenant of the rents herein provided, and upon the
observance and performance of all the covenants, terms and conditions on
Tenant’s part to be observed and performed, Tenant shall peaceably and quietly
hold and enjoy the Leased Premises for the term hereby demised without
hindrance or interruption by Landlord or any other person or persons lawfully
or equitably claiming by, through or under the Landlord, subject nevertheless
to the terms and conditions of this Lease.


ARTICLE XV

Miscellaneous



     Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a
lesser amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any
endorsement or statement on any check or any letter accompanying the check or
payment as rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord’s right to recover the
balance of such rent or pursue any other remedy in the Lease provided.


     Entire Agreement. This Lease and the exhibits and rider, if any, attached
hereto and forming a part hereof, set forth all covenants, promises,
agreements, conditions, and understandings between Landlord and Tenant
concerning the Leased Premises and there are no







 


covenants, promises, conditions or understandings, either oral or written,
between them other than are herein set forth. Except as herein otherwise
provided, no subsequent alteration, change or addition to this Lease shall be
binding upon Landlord or Tenant unless reduced to writing and signed by them.


     Notices.



	 	a.	 	     All notices shall be in writing.
	 
	 	b.	 	Any notice by Tenant to Landlord must be served by certified
mail, postage prepaid, addressed to Landlord at the following
address:




	 	 	 
	 	 	
Christopher S. Vernon
	 	 	
c/o Mercer Management
	 	 	
PO Box 5471
	 	 	
Trenton, New Jersey 08638




		
	     Any notice by Landlord to Tenant must be served by certified mail,
postage prepaid, addressed to Tenant at the following address:




	 	 	 
	 	 	
Yardville National Bank
	 	 	
2465 Kuser Road
	 	 	
Hamilton, New Jersey 08690
	 	 	
Attn: Frank Durand



     Captions and Section Numbers. The captions, section numbers, article
numbers and index appearing in this Lease are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope or
intent of such sections or articles of this Lease nor in any way affect this
Lease.


     Recording. Tenant shall not record this Lease or any memorandum thereof
without the written consent of Landlord.


     Estoppel Statement. Tenant shall, within ten (10) days after written
request from Landlord, execute, acknowledge and deliver to Landlord a statement
in writing as may be requested by Landlord certifying (i) that this Lease is
unmodified and in full force and effect (or, modified, stating the nature of
such modification and certifying that this Lease, as so modified is in full
force and effect); (ii) confirming the commencement and expiration dates of the
term of the Lease; (iii) the dates to which the rental and other charges are
paid in advance, if any; and (iv) that there are not, to Tenant’s knowledge,
any uncured defaults on the part of Landlord hereunder, or specifying such
defaults if any are claimed. In addition, such statement shall provide
whatever other information and facts Landlord may reasonably require. Any such
statement may be relied upon by any prospective purchaser, ground lessor or
encumbrancer of all or any portion of the Building as well as by any of their
assignees.


     Corporate Authority. If Tenant or Landlord is a corporation, each
individual executing this Lease on behalf of said corporation represents and
warrants that he is duly authorized to execute and deliver this Lease on behalf
of said corporation, in accordance with a duly adopted







 


resolution of the Board of Directors of said corporation, and that this
Lease is binding upon said corporation in accordance with its terms.


     Attachments. Exhibit “A” which is attached to the Lease is a part of this
Lease and is incorporated as if fully set forth herein.


     IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this Lease
as of the day and year first above written.



	 	 	 	 
	ATTEST:	 	
LANDLORD:
	 	 	 	 
	 	 	
By:	 
	
	 	 	


Christopher S. Vernon
	 	 	 	 
	 	 	
By:	 
	
	 		


Eileen Vernon
	 	 	 	 
	 	 	
By:	 
	
	 	 	


Mark Corcoran
	 	 	 	 
	WITNESS/ATTEST	 	
TENANT:
	 	 	 	 
	 	 	
YARDVILLE NATIONAL BANK
	 	 	 	 
	 	 	
By:	 
	
	 	 	











 



EXHIBIT “A” — BASE RENT



     The monthly rent set forth below shall be paid by the Tenant on or before
the first day of each month in advance, at the following address:



	 	 	 
	 	 	
Mercer Management and Development Co.
	 	 	
PO Box 5471
	 	 	
Trenton, New Jersey 08638



BASE RENTAL:



	 	 	 	 	 	 	 	 	 
	$/S.F.	 	Monthly Rent	 	Annual Base Rent
	
	 	
	 	

	$4.00/S.F.
	 	$	2,783.00	 	 	$	33,396.00