exv10w32







Exhibit 10.32




SUBLEASE



THIS SUBLEASE AGREEMENT (hereinafter referred to as this “Sublease”), is made as of
the 31st day of March, 2005, between NUl Corporation, a corporation of the State of New
Jersey, having an office located at 1085 Morris Avenue, Union, NJ 07083(hereinafter referred to
as “Sublandlord”), and GAIN CAPITAL, INC., a corporation of the State of
                     , having an office located at 35 Technology Drive, Warren, NJ 07059
(hereinafter referred to as “Subtenant”).



All capitalized terms used herein but not otherwise defined herein shall have the meaning
ascribed to such terms in the Prime Leases (as defined below).




W I T N E S S E T H:




     WHEREAS, by that certain Agreement of Lease dated August 16, 1988 (the “Original
1988 Prime Lease”), as amended by the First Amendment to Lease dated April 15, 1994 (“1988
Lease First Amendment”), Second Amendment to Lease dated August 5, 1999 (“1988 Lease
Second Amendment”), Third Amendment to Sublease dated December 14, 2000 (“1988
Lease
Third Amendment”) and the Fourth Amendment to Lease dated November 14, 2001 (“1988
Lease Fourth Amendment”) (the Original 1988 Prime Lease, as so amended and as further
amended, supplemented or otherwise modified from time to time, the “1988 Prime Lease”), and
that certain Agreement of Lease dated July 18, 1996 (the “Original 1996 Prime Lease”), as
amended by the First Amendment to Lease dated September 31, 1996 (the “1996 Lease First
Amendment”), Second Amendment to Lease dated February 19, 1997 (the “1996 Lease Second
Amendment”) and Third Amendment to Lease dated August 5, 1999 (the “1996 Lease Third
Amendment”) (the Original 1996 Prime Lease, as so amended and as further amended,
supplemented or otherwise modified from time to time, the “1996 Prime Lease”; the 1988
Prime
Lease and the 1996 Prime Lease, together as the “Prime Leases”), copies of the Prime Leases
as they are in effect on the date hereof are attached hereto as “Exhibit A”, Sublandlord leases
from THE OFFICE AT BEDMINSTER, LLC (as successor to Sammis Pluckemin Associates)
(the “Prime Landlord”), a portion of the building (the “Building”) located at 550 Route 206
North, Bedminster, Somerset County, New Jersey (such portion leased to the Sub landlord under
the Prime Leases is sometimes referred to herein as the “Demised Premises”); and



     WHEREAS, Subtenant and Sublandlord have agreed to enter into this Sublease pursuant
to which Sub landlord shall sublease to Subtenant a portion of the Demised Premises consisting
of 15,180 rentable square feet located on the 2nd floor of the Building and 7,591 rentable square
feet located on the 1st floor of the Building for a total of 22,771, as described on the floor plan
attached hereto as “Exhibit B,” together with the use of eighty-one (81) outdoor,
non-designated,
non-exclusive parking spaces, and fifteen (15) reserved parking spaces under the Building, and
together with all fixtures, equipment, improvements and installations attached thereto (the
“Leased Premises”), and together with the nonexclusive right to use the Common Areas (as
defmed in the Prime Leases) of the Building, in common with other occupants of the Building, as
and to the same extent as Sublandlord is entitled to use such areas pursuant to the Prime Leases.



     NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, Sublandlord and Subtenant agree as follows:



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1. Sublease. Sublandlord hereby subleases to Subtenant, and Subtenant hereby
subleases from Sublandlord, upon and subject to the conditions set forth herein, the Leased
Premises.



2. Rent.




     (a) Fixed Rent; Additional Rent. Subtenant hereby covenants and agrees to
pay to Sublandlord, without demand, counterclaim, deduction or setoff of any kind,



          (i) monthly fixed rent at the rate of $19.75 per rentable square foot per
annum, or Thirty-Seven Thousand Four Hundred Seventy Seven Dollars and Twenty Seven
Cents ($37,477.27) per month (“Fixed Rent”), payable and due in advance commencing on the
Rent Commencement Date (as defined below) and thereafter on the first day of each calendar
month during the tenn of this Sublease, provided that monthly rent for any partial calendar
month during the term shall be prorated; and




          (ii) Additional Rent as follows:




               (A) Subtenant’s Proportionate Share of Expenses in excess of
Base Expenses pursuant to Section 2(b) below;



               (B) annual electricity charges for the Demised Premises, for
which estimated payments at the rate of $1.50 per rentable square foot per annum ($2,846.38
per month) shall be payable from Subtenant to Sub landlord monthly, subject to quarterly true-up
based on usage information as received by Sublandlord from the Prime Landlord with respect to
the Leased Premises, payable by Subtenant within ten (10) business days following
Sublandlord’s delivery of an invoice therefore (accompanied by back-up documentation as
provided to Sublandlord by Prime Landlord) to Subtenant; provided however, that, so long as
Subtenant’s use of the Demised Premises is consistent with normal office usage (as determined
by Sublandlord in its reasonable, good faith discretion), in no event shall Subtenant’s annual
electricity charges exceed $2.00 per square foot; and



               (C) any other amounts payable by Subtenant to Sublandlord
hereunder, including, but not limited to, Subtenant’s Proportionate Share of Expenses.
The amounts payable pursuant to subclause (ii) hereof shall be deemed “Additional Rem”
hereunder.



     (b) Expenses.



          (i) Definitions. For purposes of this Sublease and in addition to the
tenns defined elsewhere in this Sublease, the following terms shall have the meanings set forth
below:




               (A) “Base Expenses” shall mean Expenses payable by
Sublandlord to Prime Landlord, calculated on a rentable square foot basis during the Base Year.



               (B) “Base Year” shall mean the calendar year 2005.



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          (C) “Expenses” shall mean Expenses (as defined in the Prime
Leases) charged by Prime Landlord to Sublandlord.




          (D) “Subtenant’s Proportionate Share” shall equal the Proportionate Share described,
and corresponding amount of Expenses payable to the Prime Landlord by Sublandlord, with respect to
the ''New Premises” as set forth in Paragraph 6 of the Fourth Amendment and as contained in the
Statement of Actual Operating Expenses provided to
Sublandlord by the Prime Landlord with respect to the Leased Premises. In the event Subtenant’s
Proportionate Share is changed during a calendar year by reason of a change in the rentable
square footage of the Leased Premises or the Demised Premises, Subtenant’s Proportionate Share
shall thereupon be adjusted to correspond with any changes made by the Prime Landlord with
respect to Sublandlord’s Proportionate Share described, and corresponding amount of Expenses
payable to the Prime Landlord by Sublandord, with respect to the Leased Premises.




          (ii) Generally. From and after the expiration of the Base Year, for each calendar year
of the Term, Subtenant, as Additional Rent, shall pay Subtenant’s Proportionate Share of the amount
by which Expenses payable by Sublandlord for the then current calendar year exceed Base Expenses.
Sublandlord shall give Subtenant written notice of Sublandlord’s estimate of the amount of
Additional Rent per month payable pursuant to this Subsection 2(b)
for each calendar year after the Base Year promptly following the Sublandlord’s receipt of
Landlord’s estimate of the Expenses payable under the Prime Leases. Thereafter, the Additional Rent
payable pursuant to this Subsection 2(b) shall be determined and adjusted in accordance with the
provisions of Subsection 2(b)(iii) below.



          (iii) The determination and adjustment of Expenses payable hereunder shall be made in
accordance with the following procedures:



               (A) Upon receipt of a statement from Prime Landlord specifying the estimated Expenses to be
charged to Sublandlord under the Prime Leases with respect to each calendar year, or as soon after
receipt of such statement as practicable, Sublandlord shall give Subtenant written notice of its
estimate of Expenses payable under Section 2(b )(ii) for the ensuing calendar year, which estimate
shall be prepared in the reasonable, good faith discretion of Sublandlord and shall be based on the
estimate received from Prime Landlord (as Prime Landlord’s estimate may change from time to time),
together with a copy of the statement received from Prime Landlord. On or before the first day of
each month during each calendar year, Subtenant shall pay to Sublandlord as Additional Rent
one-twelfth (l/12th) of such estimated amount together with the Base Rent.



               (B) In the event Sub landlord’s notice is not given in December
of the calendar year preceding the calendar year for which Sublandlord’s notice is applicable, as
the case may be, then until the calendar month after such notice is delivered by Sublandlord,
Subtenant shall continue to pay to Sublandlord monthly, during the ensuing calendar year,
estimated payments equal to the amounts payable hereunder during the calendar year just ended.
Upon receipt of any such post-December notice Subtenant shall (i) commence as of the
immediately following calendar month, and continue for the remainder of the calendar year, to
pay to Sublandlord monthly such new estimated payments and (ii) if the monthly installment of



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the new estimate of Expenses payable is greater than the monthly installment of the estimate for
the previous calendar year, pay to Sublandlord within ten (10) business days of the receipt of
such notice an amount equal to the difference of such monthly installment mUltiplied by the
number of full and partial calendar months of such year preceding the deli very of such notice.




               (iv) Within thirty (30) days after the receipt by Sub landlord of a final
statement of Expenses from Prime Landlord with respect to each calendar year, Sublandlord
shall deliver to Subtenant a statement of the adjustment to be made for the calendar year just
ended, together with a copy of the Statement received by Sublandlord from Landlord. If on the
basis of such statement Subtenant owes an amount that is less than the estimated payments for
the calendar year just ended, previously paid by Subtenant, Sublandlord shall credit such excess
to the next payments of Rent coming due or, if the term of this Sublease is about to expire,
promptly refund such excess to Subtenant. If on the basis of such statement Subtenant owes an
amount that is more than the estimated payments for the calendar year just ended previously
made by Subtenant, Subtenant shall pay the deficiency to Sublandlord within ten (10) business
days after delivery of the statement from Sublandlord to Subtenant.



               (v) Sublandlord shall refund to Subtenant Subtenant’s Proportionate
Share of any sums actually refunded or reimbursed to Sublandlord pursuant to the terms of the
Prime Leases, reduced by Subtenant’s Proportionate Share of any amounts, including attorney’s
fees, expended by Sublandlord to obtain such refund, reimbursement or payment.



          (c) Security Deposit. Subtenant shall deposit a security deposit (“Security
Deposit”) in an amount equal to two (2) months Fixed Rent with Sublandlord upon the execution
of this Sublease. Said sum shall be held by Sublandlord as security for the faithful performance
by Subtenant of all the terms, covenants and conditions of this Sublease to be kept and
performed by Subtenant and not as an advance rental deposit or as a measure of Sublandlord’s
damage in case of the Subtenant’s default. If Subtenant defaults with respect to any provision of
this Sublease, Sublandlord may use any part of the Security Deposit for the payment of any rent
or any other sum in default, or for the payment of any amount which Sublandlord may spend or
become obligated to spend by reason of Subtenant’s default, or to compensate Sublandlord for
any other loss or damage which Sub landlord may suffer by reason or Subtenant’s default. If any
portion is so used, Subtenant shall, within five (5) days after written demand therefor, deposit
with Sublandlord an amount sufficient to restore the Security Deposit to its original amount and
Subtenant’s failure to do so shall be a material breach of this Sublease. Except to such extent, if
any, as shall be required by law, Sublandlord shall not be required to keep the Security Deposit
separate from its general funds, and Subtenant shall not be entitled to interest on such deposit.
If
Subtenant shall fully and faithfully perform every provision of this Sublease to be performed by
it, the Security Deposit, or any balance thereof (along with an itemization of any amounts
withheld from such Security Deposit), shall be returned to Subtenant within sixty (60) days after
termination of this Sublease when Sublandlord shall have determined that all of Subtenant’s
obligations under this Sublease have been fulfilled; provided that Sub landlord shall make a
commercially reasonable effort to return such Deposit or the balance thereof within forty-five
days of the termination of this Sublease.




          (d) Rent Commencement Date. The “Rent Commencement Date” shall mean
the date 90 days from the full execution of the Sublease Agreement.




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     3. Payment Terms.



          (a) Generally. All amounts payable by Subtenant hereunder shall be paid to
Sublandlord at its office specified above, or such other place or places as Sublandlord shall
designate in writing to Subtenant, in lawful money of the United States of America.



          (b) Initial Payment. Subtenant shall pay to Sublandlord, on the Rent Commencement
Date, an amount equal to $40,491.67 (or a prorated portion thereof in the event the Rent
Commencement Date occurs on a date other than the first day of a calendar month), which amount
represents (x) the Fixed Rent to be credited to payment of the first full month’s Fixed Rent (i.e.,
$37,666.67) and (y) Sublandlord’s estimate of the monthly additional rent payable hereunder
applicable to the first full month (i.e., $2,825.00). Subtenant’s and Sublandlord’s payment
obligations hereunder shall survive the expiration or early termination of this Sublease.



     4. Term.



          (a) Term. The term of this Sublease (the “Term”) shall commence on the
Commencement Date (the “Commencement Date”) which shall be the date on which the Prime
Landlord shall execute and deliver its consent to this Sublease, and shall terminate on December
31, 2009 (the "Termination Date”), unless sooner terminated as provided herein. In the
event
either of the Prime Leases are terminated with respect to the Leased Premises or any part thereof,
unless Prime Landlord elects to recognize Subtenant on a “direct” basis on terms acceptable to
Subtenant in its sole discretion, this Sublease shall automatically so terminate at the same time.
(b) Early Access to Premises. Upon execution of this Sublease by both parties hereto and issuance
of a temporary or permanent certificate of occupancy for the Leased Premises. Subtenant shall be
entitled to enter into the Lease Premises for installation of Subtenant’s furniture, tenant
improvements and equipment.



     5. No Waste. Subtenant shall not use or permit the use of the Leased Premises in
any manner that will create waste or a nuisance, disturb other tenants of the Building, or
constitute a violation of any provision of, or a default under, the Prime Leases or this Sublease.
The Leased Premises is to be used and occupied only by Subtenant (or Subtenant’s subtenants or
assignees) and for no purpose other than conducting Subtenant’s current business in the ordinary
course consistent with past practice, subject in all respects to the Prime Leases.



     6. Assignment and Subletting. Subtenant covenants that it will not by reason of any
act or omission of Subtenant, assign, mortgage, pledge or encumber (by operation of law or
otherwise) this Sublease, nor let, sublet, license or otherwise permit the use or occupancy of the
whole or any part of the Leased Premises by anyone other than Subtenant without the prior
written consent of (i) Sublandlord, which consent shall not be unreasonably withheld, and (ii) the
Prime Landlord to the extent the consent of the Prime Landlord is required under the Prime
Leases. If Subtenant requests Sublandlord’s consent to a proposed assignment or subletting,
Sublandlord agrees to promptly forward Subtenant’s request to Prime Landlord for Prime
Landlord’s review. A change in control of the Subtenant (whether directly or indirectly) shall
constitute an assignment of this Sublease; provided, that, for the purposes of this sentence, (i)
the



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exchange of shares of Subtenant’s stock on any nationally recognized securities exchange in the
nonnal course of business, or the transfer or assignment of Subtenant’s stock/membership
interests/etc. (whether directly or indirectly) to outside investors shall not be deemed a “change
in control.” Notwithstanding the foregoing, if in Sublandlord’s reasonable, good faith discretion,
Subtenant is, following any of the transactions described in the preceding sentence, less credit
worthy, then Subtenant shall post an additional two (2) months Fixed Rent as an additional
Security Deposit hereunder. Such additional security shall be treated as part of the Security
Deposit hereunder, pursuant to the provisions of Section 2( c) and elsewhere herein. In the event
Landlord and Sublandlord consent to the assignment of this Sublease or the subletting of all or
any portion of the Leased Premises, such consent shall in no way relieve Subtenant of its
obligations hereunder and in such event Subtenant and such assignee or sublessee, as applicable,
shall be jointly and severally liable hereunder. In the event that Subtenant either subleases the
Leased Premises or assigns this Sublease Agreement at a rental rate greater than that paid by
Subtenant pursuant to this Sublease, fifty percent (50%) of the difference between the rent
received by Subtenant and that rent paid shall be paid to Sub landlord after deduction for
reasonable broker and attorneys fees.



     7. Default. In the event Subtenant shall default in the full performance of any of the
terms, covenants and conditions on its part to be performed under this Sublease (including any
obligations incorporated herein by reference to the Prime Leases, then Sublandlord shall have the
same rights and remedies with respect to such default as are given to Landlord under the Prime
Leases with respect to defaults by Sublandlord, as tenant, under the Prime Leases. In addition, if
Subtenant shall have defaulted under this Sublease, then Sublandlord, or its representative, may
re-enter the Leased Premises either by force or otherwise, without being liable to any prosecution
therefor, and re-Iet the Leased Premises as the agent of Subtenant, and receive the rent thereof,
applying the same first to the payment of all expenses incurred by re-entering and reletting the
Leased Premises (including without limitation, reasonable brokerage and attorneys’ fees and
expenses); second to the payment of the rent due by Subtenant; and the balance, if any, to be paid
over to Subtenant. Notwithstanding the foregoing, Subtenant shall remain liable for all of its
obligations hereunder, less such amounts as Sublandlord recovers by way of re-subletting the
Leased Premises and Sublandlord’s costs in connection with same, including without limitation,
for any deficiency in the payment of rent.




     8. Subordination. This Sublease and the term and estate hereby granted is (i) subject
and subordinate to all of the terms, provisions, covenants, stipulations, conditions and agreements
of (i) the Prime Leases and (ii) any mortgages, superior sublease or other instruments or matter to
which the Prime Leases is subject or subordinate. Notwithstanding anything to the contrary
contained herein or in the Prime Leases, Sublandlord shall not be obligated to obtain a
non-disturbance agreement for the benefit of the Subtenant.



     9. Prime Leases:



          (a) Incorporation of Prime Leases. The provisions of the Prime Lease are
incorporated herein by reference with the same force and effect as if they were fully set forth
herein, except to the extent they are modified by the provisions of this Sublease and except that:



               (i) references in the Prime Lease to (a) “Landlord” or “Tenant”
shall mean the Sublandlord or Subtenant (as the case may be) as defined in this Sublease, (b) the



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“Premises”, “premises”, Demised Premises and “demised premises” shall mean the Leased
Premises as defined in this Sublease, (c) “Fixed Rent” shall mean the Fixed Rent to be paid by
Subtenant as provided in this Sublease and (d) “Term” shall mean the Term as defined in this
Sublease;




               (ii) the following provisions are hereby deleted and shall have no
effect as between Sublandlord and Subtenant (except that any terms defined therein which are
used in provisions of the Prime Lease which are incorporated herein by reference, are not
deleted):



                    (A) 1988 Prime Lease:



                         (1) Preamble: Paragraphs 1, 2, 3, 5, 6, 8, 10, 11, 12, 13,
14, 15 and 16;



                         (2) Body of Lease: Paragraphs l(a), l(b), 2(a), 2(d), 4,
9, IO(a), 15,18,19,20,22,23,24,25,26 and 29(c).



                    (B) 1988 Lease First Amendment; Assignment: All.



                    (C) 1988 Lease Second Amendment: All but paragraphs 13,
14, 15, 16, 21.



                    (D) 1988 Lease Third Amendment: All.



                    (E) 1988 Lease Fourth Amendment: All, but 6



                    (F) 1996 Prime Lease:



                         (1) Preamble: Paragraphs 1, 2, 3, 5, 6, 8-15



                         (2) Body of Lease: Paragraphs l(a), 2(a), 4, 10(a), 15,
18, 19, 20, 22-26 and 29(c).



                    (G) 1996 First Amendment: All



                    (H) 1996 Lease Second Amendment: All



                    (I) 1996 Lease Third Amendment: All, but 8, 9, 10, 11, 16,
17.



                    (J) Such other terms, covenants, and conditions which may be
inconsistent with the express terms hereof are hereby modified to be consistent with the express
terms hereof.



               (iii) In no event shall the foregoing provisions, when considered in
conjunction with the terms of the Prime Leases, be deemed to obligate Subtenant in any way to
Sublandlord or Prime Landlord with respect to premises leased by Sublandlord from Prime
Landlord but not included in the Leased Premises under this Sublease.



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          (b) Subtenant’s Covenant. Subtenant agrees not to do or cause to be done, or
suffer or permit, any act or thing to be done which (i) would cause the Prime Leases or the rights
of Sublandlord as tenant thereunder to be cancelled, terminated, forfeited or otherwise materially
adversely affected or (ii) would make Sublandlord liable for an increase in the sums payable by
Sublandlord thereunder, or (iii) would cause Sublandlord to be liable for any damages, claims or
penalties thereunder.



          (c) Incorporation of Rights/Remedies. Except as may be otherwise expressly
provided herein, in any case where Prime Landlord reserves a right or disclaims any liability
under the Prime Leases, then as respects Subtenant, the right or disclaimer shall inure to the
benefit of Sub landlord as well as to Prime Landlord, and any right or disclaimer inuring to
Sublandlord as tenant under the Prime Leases shall likewise inure to the benefit of Subtenant.



          (d) Provision of Services. Subtenant shall make its own arrangements with Prime
Landlord to receive any additional services which Prime Landlord is obligated to or may provide
upon request of Sublandlord under the terms of the Prime Leases; provided, however,
if Prime Landlord refuses to deal directly with Subtenant pursuant to its rights under the Prime
Leases (Sublandlord shall exercise all reasonable efforts to cause Prime Landlord to deal directly
with Subtenant with regard thereto), then in addition to any other rights provided to Subtenant
elsewhere herein, Subtenant shall have the right to request that Sublandlord make such
arrangements with Prime Landlord on Subtenant’s behalf; Sublandlord shall not be required to
incur any out of pocket expense (and if Sublandlord does, Subtenant shall, promptly upon
demand, reimburse Sublandlord for same) in connection with the foregoing. As between
Sublandlord and Subtenant, Subtenant shall have the sole obligation to pay for such additional
services.



          (e)  Interpretation. To the extent possible, the provisions of the Prime Leases
incorporated by reference into this Sublease shall be constmed as consistent with and
complementary to the other provisions of this Sublease. In the event of any inconsistency
between this Sublease and the Prime Leases, such inconsistency shall be resolved in favor ofthat
obligation which is more onerous to Subtenant or that restriction which is more restrictive of
Subtenant, as the case may be.



          (f) Notices from Prime Landlord. Sublandlord shall, no later than five (5)
business days after receipt thereof, deliver to Subtenant copies of all notices, requests or
demands or other communications which relate to the Leased Premises or the use or occupancy
thereof, or any matter that could give rise under the terms of the Prime Leases to a right of Prime
Landlord to terminate the Prime Leases, promptly after receipt of same from Prime Landlord.
Subtenant shall, no later than five (5) business days after receipt thereof, deliver to Sublandlord
copies of all notices, requests or demands received by Subtenant from Prime Landlord. Except as
otherwise provided in Section 7 of this Sublease, as incorporated by reference herein, the time
periods set forth in the Prime Leases, for the giving of notices or the performance of any act by
Subtenant are changed for the purpose of this Sublease, by shortening the same in each instance by
three (3) business days, so that notices may be given or any act performed by Subtenant



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within the time limit relating thereto contained in the Prime Leases, provided, however, that
Subtenant shall have at least one (1) business day to comply or perform unless Sublandlord has less
than one (1) business day to comply or perform.



          (g) Compliance with Prime Leases. Subtenant covenants and agrees to
perform and observe on behalf of and for the benefit of Sublandlord, and to be bound by, all
terms, covenants, obligations and conditions of the Prime Leases which relate to the Leased
Premises, except, however, that Subtenant shall not be obligated to pay any fixed rent or
additional rent under the Prime Leases, as Subtenant’s obligations with respect to such payments
are as described herein. Notwithstanding anything in this Sublease to the contrary, Subtenant
covenants and agrees not to do or commit or suffer to be done or committed or fail to do any acts
or things, or create or suffer to be done or committed or fail to do any acts or things, which
might
create or result in a default or breach on the part of Sublandlord under any terms, covenant or
conditions of the Prime Leases or render Sublandlord liable for any charge, cost or expense
thereunder. In furtherance of the foregoing, Subtenant represents to Sublandlord that Subtenant
has read and is familiar with the Prime Leases and its terms and agrees that Subtenant shall not
take any action or do or permit to be done anything which (i) is or may be prohibited to
Sublandlord, as tenant under the Prime Leases, or (ii) might result in a violation of or default
under any of the terms, covenants, conditions or provisions of the Prime Leases or any other
instrument to which this Sublease is subordinate.



          (h) Quiet Enjoyment. Sublandlord covenants that Subtenant upon keeping
and performing each and every covenant, term, agreement, provision and condition herein
contained on the part and on behalf of Subtenant to be kept and performed, shall quietly enjoy
the Leased Premises without hindrance or molestation by Sublandlord or by any other person
lawfully claiming by, through or under the same subject to the covenants, agreements, terms,
provisions and conditions of this Sublease and the Prime Leases.



          (i) Insurance. Notwithstanding the provisions of Section 14 of the Second
Amendment to the Prime Leases as it has been incorporated herein, Subtenant shall only be
required to carry commercial general liability insurance coverage with a limit of not less than
Two Million and 00/100 Dollars per each occurrence, rather than Five Million and 00/100
Dollars per each occurrence as described in Section 14 of the Second Amendment to the Prime
Leases. All other provisions of Section 14 of the Second Amendment to the Prime Leases remain
unaltered and incorporated herein without modification.



     10. Subtenant Improvements.



          (a) Generally. Except as otherwise permitted under the Prime Leases, and
subject to the provisions therein respecting Tenant Improvements, Subtenant shall not make any
alterations, improvements, installations, or additions (“Subtenant Improvements”) to the Leased
Premises, after making the Initial Improvements (defined below), without the prior written
consent of Landlord and Sublandlord, and Sub landlord agrees to not unreasonably withhold its
consent to nonstructural alterations, improvements, installations or additions that do not
materially affect the value of the property of which the Leased Premises are a part. Upon written
notification by Subtenant to Sublandlord of the nature and scope of any alterations or



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improvements to the Leased Premises proposed by Subtenant, Sublandlord shall make a good
faith effort to promptly obtain written assurances from Prime Landlord as to whether Prime
Landlord will require removal of such alterations or improvements.



          (b) Initial Improvements; Construction Allowance. Subtenant shall be
provided with a $20.00IRSF Tenant Improvement Allowance on approximately 4,1001RSF
(82,000) to improve the specified 4,100 square feet of first floor space.



          (c) Furniture. Subtenant may utilize furniture and other fixtures already on
the Leased Premises. The attached “Exhibit E” is a list of the furniture that is included,
as
determined by the parties upon joint inspection of the Leased Premises prior to the mutual
execution of this Sublease.



     11. Surrender. On the last day or sooner termination of the Term, Subtenant shall
peaceably quit and surrender the Leased Premises (x) in vacant, broom clean condition, and
otherwise in as good state and condition as it was on the Commencement Date, reasonable use
and wear thereof and alterations constructed by Subtenant which Prime Landlord or Sublandlord
does not require removal of excepted and (y) free of all tenancies, liens, encumbrances, chattel
mortgages, conditional bills of sale and any security agreements created by Subtenant. If the
Leased Premises are not surrendered as and when and in the condition pursuant to this Sublease,
Subtenant shall indemnify, defend and save Sublandlord harmless from and against all loss,
liability, cost and expense (including reasonable attorneys’ fees) resulting from Subtenant’s
failure to comply with the provisions of this Paragraph including, without limitation, any claims
made by any succeeding occupant founded on such delay. Sublandlord and Subtenant recognize
that the damage to Sublandlord resulting from any failure by Subtenant to timely surrender
possession of the Leased Premises may be substantial, may exceed the amount of rent theretofore
payable hereunder and will be impossible to accurately measure. Subtenant therefore agrees that
if possession of the Leased Premises is not surrendered to Sublandlord on or before the
Tennination Date or sooner termination of the Term, in addition to any other rights or remedies
Sublandlord may have hereunder or at law, Subtenant shall pay to Sublandlord for each month
(or any portion thereof) during which Subtenant holds over in the Leased Premises after the
Termination Date or sooner termination of the Term, a sum equal to one and one half (11/2) times
the rent payable under this Sublease during the last month of the Term. No holding-over by
Subtenant, nor the payment to Sublandlord of the amounts specified above, shall operate to
extend the Term hereof. Subtenant’s obligations under this Paragraph shall survive the
expiration or sooner termination of the Term.



     12. Condition of Leased Premises. Subtenant has fully examined and inspected the
Leased Premises and accepts same in its “as-is” condition, subject to any and all defects, except
for latent defects known to Sub landlord and not disclosed in writing to Subtenant, and has
entered into this Sublease without any representation or warranty (expressed or implied) of
any kind on the part of Sublandlord (or any of its agents, employees or representatives) as to
the condition or suitability of the Leased Premises or any adjacent property. The taking of
occupancy of the whole part or any part of the Leased Premises by Subtenant shall be conclusive
evidence, as against Subtenant, that Subtenant has accepted possession of the Leased Premises in
their then condition and that at the time such possession was taken, the Leased Premises and the



10









 







Building were in the condition required by this Sublease. Sublandlord shall not now or at any
time in the future be required to perform any work, supply any materials, incur any expense or
make any alterations or improvements to the Leased Premises to prepare the Leased Premises for
Subtenant’s occupancy.



     13. Casualty and Condemnation. Under certain circumstances described in the Prime
Leases, either Landlord or Sublandlord may terminate the Prime Lease if there is a fire or other
casualty damaging the Building, or if there is a condemnation affecting the Building. Any such
termination will automatically terminate this Sublease. If there is a fire or other casualty in the
Premises, Sub landlord shall forward to Subtenant copies of all notices to Sublandlord from
Prime Landlord regarding Landlord’s intentions with respect to restoration of the damage to the
Building or termination of the Prime Leases, as applicable. If Prime Landlord elects to restore
the Building and the repairs take longer than six (6) months from the date of the casualty, then
assuming Sublandlord has not elected to terminate the Prime Leases, Subtenant may elect to
terminate this Sublease within ten (10) days following the expiration of such six (6) month
period. Sublandlord’s obligation to repair any damage to the Leased Premises is limited to its
obligation, if any, to do so under the Prime Leases.


Rent will abate in proportion to the loss of use of the Leased Premises caused by fire or
other casualty or condemnation, whether in the Leased Premises or elsewhere in the Building.




     14. Insurance. Subtenant, at its sole cost and expense, shall obtain and keep in full
force for the benefit of Sublandlord, the Prime Landlord and any other parties required to be
named as an additional insured under the Prime Leases during the term hereof (including any
extensions hereof), the insurance coverage required to be maintained by Sublandlord pursuant to
the Prime Leases, to the extent applicable to the Leased Premises, evidenced by Subtenant’s
Certificate of Insurance attached hereto and made a part hereof as “Exhibit D”. The policy
or
policies of insurance shall be with a company or companies authorized to do business in the State
of New Jersey and certificates evidencing such policies shall be delivered to Sublandlord,
together with evidence of the payment of the premiums therefor, not later than the
Commencement Date. Each of such insurance policies shall provide that same shall not be
materially modified or terminated unless Sublandlord has received not less than thirty (30) days’
prior notice thereof. At least ten (10) days prior to the expiration or termination date of any
insurance policy, Subtenant shall deliver to Sublandlord a renewal or replacement of such policy
with proof of payment of the premium therefor.



     15. Notices Regarding Violation of Laws. Subtenant shall promptly notify
Sublandlord of any communication between Subtenant or its agents, employees or attorneys and
any federal, state or local officials concerning compliance with or any alleged violation of any
laws, ordinances, orders, rules, regulations, requirements and directives (“Laws”) affecting the
Leased Premises. In the event of a spill, discharge or release to the environment of any hazardous
or toxic substance or waste regulated pursuant to any applicable Laws, related to or arising from
the use or occupation of the Leased Premises by Subtenant, Subtenant shall initiate and complete
any actions required by any applicable Laws pertaining to such spill, discharge or release
including, but not limited to, reporting obligations required by and in accordance with such
Laws. In addition to the actions required by any applicable Laws, Subtenant shall immediately



11









 







initiate control and clean-up measures and shall, within one (1) hour notify Sublandlord of such
spill, discharge or release. This Paragraph shall survive the expiration or early termination of
this Sublease.



     16. Prime Landlord/Sublandlord’s Entry. Prime Landlord, Sublandlord and their
respective agents, employees and other representatives, shall have the right to enter into and
upon the Leased Premises or any part thereof, at any time upon reasonable prior notice to
Subtenant (except in the case of emergency), for the purpose of examining the same or making
such repairs or alterations therein as may be necessary for the safety and preservation thereof.
This Paragraph shall not be deemed to be a covenant by Sublandlord nor be construed to create
an obligation on the part of Sublandlord to make such inspection or repairs and Sublandlord’s
performance thereof shall not constitute a waiver of Subtenant’s obligations hereunder.



     17. Signage. Subtenant shall not place or allow to be placed, any signs or
advertisements of any kind whatsoever, upon, in or about the Leased Premises or any part
thereof, except to the extent allowed under the Prime Leases or otherwise approved by the Prime
Landlord in writing. Sublandlord will use reasonable efforts, at Sublandlord’s cost, to ensure
that Subtenant is permitted to install suite entry signage identifying Subtenant as well as
Building
lobby directory signage.



     18. Condemnation. If the Leased Premises, or any portion thereof, shall be taken
under eminent domain or condemnation proceedings, or if suit or other action shall be instituted
for the taking or condemnation thereof, then this Sublease, at the option of Sublandlord, shall
terminate, and the term hereof shall end as of the date Sublandlord shall specify by notice to
Subtenant. Subtenant shall have no claim or right to claim or be entitled to any portion of any
amount which may be awarded as damages or paid to Sublandlord as a result of such
condemnation proceedings or otherwise. All rights of Subtenant to such damages or payments, if
any, are hereby assigned to Sublandlord. Subtenant shall execute and deliver any instruments, as
may be deemed necessary or required to expedite any condemnation proceedings or to effectuate
a proper transfer of title to such governmental or other public authority, agency, body or public
utility seeking to take or acquire the Leased Premises or any portion thereof. In the event the
Sublease is terminated pursuant to this Paragraph 18, Subtenant covenants and agrees to vacate
the Leased Premises, remove all Subtenant’s personal property therefrom and deliver (in broom
clean condition) peaceable possession thereof to Sublandlord or to such other appropriate party.
Failure by Subtenant to comply with any provision in this Paragraph 18 shall subject Subtenant
to such costs, expenses, damages and losses as Sublandlord may incur by reason thereof, which
shall be payable upon demand and bear interest at the Default Rate thereafter. This Paragraph
shall survive the expiration or early termination of this Sublease.



     19. Indemnification by Subtenant. If Subtenant shall fail or refuse to comply with or
perform any term, condition or covenant of this Sublease, Sublandlord may, if Sublandlord so
elects, carry out and perform any such term, condition or covenant at the cost and expense of
Subtenant, which cost and expense (including, without limitation, reasonable attorneys’ fees)
shall be payable by Subtenant on demand, together with interest accruing from and after the date
of such demand (subject to any applicable notice and grace period specified herein) at the
Default Rate. If as a result of any act or omission on the part of Subtenant or any of its agents,



12









 







employees or invitees, any claim, action or suit is made or brought against Sub landlord,
Subtenant does hereby agree to indemnify Sublandlord and to defend (including reasonable
attorneys’ fees and disbursements) and to hold Sublandlord harmless of and free from any claim,
liability, damage or loss resulting from any such act or omission on the part of Subtenant.



     20. Interruption in Services. This Sublease and the obligations of Subtenant
hereunder (including the payment of Fixed Rent and Additional Rent), shall not be affected,
impaired or excused because of Sublandlord’s, Prime Landlord’s or any third party’s inability to
supply any service or material, by reason of any rule, order, regulation or preemption by any
governmental entity, authority, department, agency or subdivision or for any delay which may
arise by reason of negotiations for the adjustment of any fire or other casualty loss or because of
strikes or other labor trouble or for any cause beyond the control of Sublandlord; provided,
however, that if and to the extent that any of the foregoing events would entitle Sublandlord to an
abatement of rent or relief from any other obligations under the Prime Leases, Subtenant will
similarly be entitled to an abatement of rent or relief from obligations under this Sublease.



     21. Limitation on Sublandlord’s Obligations. Nothing contained in this Sublease
shall in any way obligate Sub landlord to perform any act required to be performed by the Prime
Landlord under the Prime Leases, nor shall Sub landlord incur any liability to Subtenant by virtue
of the Prime Landlord’s failure (i) to perform any act required of it under the Lease or (ii) to
give
any consent under the Prime Leases. Sublandlord shall make a commercially reasonable effort
to enforce the Prime Leases and to cause Prime Landlord to comply with all terms thereof, but
shall have no obligation to bring any action or proceeding or to take any action or incur any
expense to enforce Sublandlord’s rights against Prime Landlord. If Prime Landlord fails to keep,
observe or perform any of Prime Landlord’s obligations under the Prime Leases, to the extent
Sublandlord is entitled to a reduction or abatement in rent and/or additional rent from Prime
Landlord under the Prime Leases, Subtenant shall be entitled to a reduction or abatement of rent
equal to Subtenant’s proportionate share of the actual abatement of rent and/or additional rent
under the Prime Leases received by or credited to Sublandlord with respect to the Leased
Premises.



     22. Rights Cumulative. The various rights, remedies, options and elections of
Sublandlord, expressed herein and in the Prime Leases or otherwise available at law or in equity
are cumulative, and the failure of Sublandlord to enforce strict performance by Subtenant of the
conditions and covenants of this Sublease or to exercise any election or option or to resort or
have recourse to any remedy herein conferred or the acceptance by Sub landlord of any
installment of rent after any breach by Subtenant, in anyone or more instances, shall not be
construed or deemed to be a waiver or a relinquishment by Sublandlord of any such conditions
and covenants, options, elections or remedies, but the same shall continue in full force and
effect.



     23. Notices. All notices required under the terms of this Sublease shall be given by
mailing such notices by certified or registered mail, return receipt requested, or by any express
mail service which requires the signature of addressee, or addressee’s agent, at delivery, to the
address of the parties as set out herein or to such other address as may be designated in writing,
which notice of change of address shall be given in the same manner:



13









 







	 	 	 
	Sublandlord:

	 	NUI Corporation
	 

	 	c/o AGL Resources, Inc.
	 

	 	Ten Peachtree Place
	 

	 	Atlanta, GA 30309
	 

	 	Attention: Kim Morris
	 
	 	 
	With a copy to:
	 	 
	 
	 	 
	 

	 	NUI Corporation
	 

	 	c/o AGL Resources, Inc.
	 

	 	Ten Peachtree Place
	 

	 	Atlanta, GA 30309
	 

	 	Attention: General Counsel
	 
	 	 
	Subtenant:

	 	Gain Capital
	 

	 	35 Technology Drive
	 

	 	Warren, NJ 07059
	 

	 	Attn: Mark Galant
	 
	 	 
	With a copy to:
	 	 
	 
	 	 
	 

	 	Attn:
	 
	 	 
	All payments shall be directed to:
	 
	 	 
	 

	 	NUI Corporation
	 

	 	Ten Peachtree Place
	 

	 	Atlanta, GA 30309
	 

	 	Attention: Kim Morris, Manager, Facilities






     24. Prime Landlord’s Consent. This Sublease is expressly conditioned upon
Sublandlord’s obtaining the necessary consent of Prime Landlord to this subletting, in writing,
within thirty (30) days after the execution and delivery of this Sublease by the parties hereto;
Sublandlord acknowledges Subtenant’s need to procure the Prime Landlord’s consent to this
Sublease as soon as reasonably feasible in order to commence its proposed improvements to the
Leased Premises,and accordingly agrees to use good faith efforts to procure such consent in less .
than thirty (30) days. Subtenant shall not occupy the Leased Premises for any purpose until
Prime Landlord’s consent is obtained. Subtenant agrees to cooperate with Sublandlord in
responding to any reasonable request by Prime Landlord for further information or documents. If
Prime Landlord does not so consent within sixty (60) days, this Sublease shall be deemed
canceled, whereupon Sublandlord shall return to Subtenant all monies theretofore delivered
hereunder by Subtenant to Sublandlord and this Sublease shall be deemed null and void and of
no force and effect and neither Sublandlord nor Subtenant shall have any rights or obligations
hereunder. Sublandlord each shall pay any fee charged by Prime Landlord in connection with its
review ofthis Sublease for purposes of obtaining such consent.



     25. New Jersey Business Incentive Program. Sublandlord acknowledges that
Subtenant has applied for grant funds from the New Jersey Business Employment Incentive



14









 








Program (“BEIP”). This Sublease shall be void and of no force or effect (except as otherwise
provided herein), upon the one time written election of Subtenant if the BEIP fails to give
Subtenant a written commitment for grant funds pursuant to Subtenant’s application by
December 17, 2004. Subtenant acknowledges and agrees that time is of the essence with respect
to this Sublease and that Subtenant shall not be entitled to any extension of this election except
in
Sublandlord’s sole and unfettered discretion. In the event this Sublease is void pursuant to this
paragraph 25, Subtenant shall not be entitled to recover the Security Deposit under Section 2(c)
hereof, and such Deposit shall be forfeited to Sublandlord.



In addition, notwithstanding paragraph 10(b) above, in the event Subtenant elects to
terminate this Sublease pursuant to this paragraph 25, Subtenant shall not be entitled to any
construction allowance or other reimbursement of costs to perform the Initial Improvements, and
shall forfeit any Initial Improvements that may have been performed prior to such election.



     26. Entire Agreement. This Sublease (including the Prime Leases, to the extent
incorporated herein) contains the entire agreement between the parties with respect to the subject
matter hereof. No representative, agent or employee of Sub landlord has been authorized to make
any representations or promises with reference to the Leased Premises or to vary, alter or modify
the terms hereof. No additions, changes, waivers modifications, renewals or extensions hereof,
shall be binding unless reduced to writing and signed by Sublandlord and Subtenant.



     27. Alterations. Any work performed by or on behalf of Subtenant with respect to the
Leased Premises shall be done in a good and workmanlike manner and on a lien free basis.
Subtenant shall remove any lien or other encumbrance affecting the Leased Premises as a result
of from such work within thirty (30) days of notice thereof.



     28. Environmental Indemnification. Subtenant on behalf of itself and its agents,
employees and invitees, hereby waives and agrees to indemnify and hold Sublandlord harmless
from and against any and all claims losses, liabilities, costs and expenses (including, without
limitation, reasonable attorneys’ fees) resulting from any claim of Subtenant or its agents,
employees and invitees arising out of the environmental condition of the Leased Premises.



     29. Waiver of Redemption. Subtenant waives and surrenders all right and privilege
which it’ might have under or by reason of any present or future law to redeem the Leased
Premises or to have a continuance of this Sublease for the term hereof after Subtenant is
dispossessed or ejected by process of law or under the terms of this Sublease. Subtenant also
waives the provisions of any law relating to notice and/or delay in levy of execution in case of
any eviction or dispossession for nonpayment of rent and of any successor or other law of like
import. Sublandlord and Subtenant hereby waive trial by jury in any action, proceeding or
counterclaim brought by either party against the other on any matters whatsoever arising out of
or in any way connected with this Sublease.



     30. Brokers. Subtenant represents that it has dealt directly with and only with CB
Richard Ellis, as a broker in connection with this Sublease. Sub landlord represents that it has
dealt directly with and only with CRESA Partners (“CRESA”), as a broker in connection with
this Sublease. Sublandlord and Subtenant shall indemnify and hold each other harmless from all



15









 







claims of any brokers other than CB Richard Ellis and CRESA claiming to have represented
Sublandlord or Subtenant in connection with this Sublease. Subtenant and Sublandlord agree
that CRESA shall be paid commissions in connection with this Sublease by Sublandlord
pursuant to a separate agreement.



     31. Transfer by Sublandlord. The covenants and agreements on the part of
Sublandlord to be performed under this Sublease shall not be binding upon Sublandlord herein
named to the extent arising during any period subsequent to the transfer of its interest hereunder,
provided that Sublandlord’s transferee expressly assmnes and agrees in writing to be bound by
the terms hereof, and in the event of such transfer said covenants and agreements shall thereafter
be binding upon each transferee of such interest, but only with respect to the period beginning
with the date of such transfer and ending with the date of a subsequent transfer of such interest.
Notwithstanding any other provision in this Sublease to the contrary, Subtenant shall look solely
to Sublandlord’s interest in the Leased Premises and property in which it is located for the
recovery of any judgment against Sublandlord and in no circumstances shall Sublandlord be
personally liable nor shall Subtenant have recourse to any other assets of Sub landlord for
satisfaction of any claim Subtenant may have against Sublandlord.



     32. Attorneys’ Fees. In any action or proceeding that Sublandlord or Subtenant may
prosecute to enforce its rights hereunder, the unsuccessful party shall pay all costs incurred by
the prevailing party, including reason-able attorneys’ fees to be fixed by the court, and such
costs
and attorneys’ fees shall be made a part of the judgment in such action.



     33. Parking. During the Telm, Subtenant shall be entitled to the use of a total of
ninety six (96) spaces, eighty one (81) outdoor, non-designated, non-exclusive parking spaces
and fifteen (15) reserved spaces under the Building. There should be no charge to Subtenant for
the use of any such spaces.



     34. No Release. No surrender of possession of any part of the Leased Premises shall
release Subtenant from any of its obligations hereunder. The receipt and retention by
Sublandlord, and the payment by Subtenant, of Fixed Rent or additional rent with knowledge of
the breach of any covenant or agreement contained in this Sublease shall not be deemed a waiver
of such breach by Sublandlord.



     35. Miscellaneous. In all references herein to any parties, persons or entities, the
use
of any particular gender or the plural or singular number is intended to include the appropriate
gender or number as the text of the written instrument may require. All the terms, covenants and
conditions herein contained shall be for and shall inure to the benefit of and shall bind the
respective parties hereto, and their heirs, executors, administrators, personal or legal
representatives, permitted successors and assigns, respectively.



     36. Terms Severable. The terms, conditions, covenants and provisions of this
Sublease shall be deemed to be severable. If any clause or provision herein contained shall be
adjudged to be invalid or unenforceable by a court of competent jurisdiction or by operation of
any applicable law, it shall not affect the validity of any other clause or provision herein, but



16









 








such other clauses or provisions shall remain in full force and effect.



     37. Sublandlord’s Equipment. Subtenant acknowledges that Sublandlord’s equipment
used to provide an uninterrupted power source to Sub landlord (“UPS Equipment”) is located
within the Leased Premises. Subtenant agrees to provide Sublandlord with unfettered access at
all times to the UPS Equipment for purposes of servicing and maintenance. To the extent
possible, Sublandlord will provide reasonable notice of its intent to access the UPS Equipment,
and will conduct its activities so as not to cause disruption to Subtenant’s business activities.



     38. Counterparts. This Sublease is expected to be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. The facsimile signature of a party to this Sublease is and
shall be deemed to be an original execution and is binding.


IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, or
caused these presents to be signed by their proper corporate officers, the day and year first
written above.




	 	 	 	 	 
	ATTEST: [illegible]

	 	SUBTENANT:
	 

	 	GAIN CAPITAL
	 
	 	 
	 

	 	By:	/s/
Mark E. Galant
	 

	 	Name: Mark Galant
	 

	 	Title: CEO
	 
	 	 
	ATTEST: [illegible]

	 	SUBLANDLORD:
	 

	 	NUI Corp
	 
	 

	 	By: 	/s/ Paul R. Shlanta
	 

	 	Name: Paul R. Shlanta
	 

	 	Title: Sr. Vice
President, General Counsel
           and Chief Corporate Compliance Officer






17









 






EXHIBIT A




Prime Leases




18









 





FOURTH AMENDMENT TO LEASE



THIS AGREEMENT (this “Fourth Amendment”) made as of the 4 day of November 2001, between THE OFFICES
AT BEDMINSTER, LLC, a Delaware limited liability company having an office c/o Gale & Wentworth,
LLC, 200 Campus Drive,
Florham Park New Jersey 07932, (“Landlord”); and NUI CORPORATION, a New Jersey corporation having
an address of 550 Route 206 North, P.O. Box 760, Bedminster, New Jersey 07921-0760 (“Tenant”).




W I T N E S S E T H:



WHEREAS, Landlord’s predecessor-in-title Sammis Pluckemin Asspciates and Tenant entered an
Agreement of Lease dated August 16, 1988 (the “Original Lease’’); as amended by First Amendment to
Lease Agreement dated April 15, 1994 (the “First Amendment”); as amended by Second Amendment to
Lease dated August 5,1999 (the “Second Amendment’); and as amended by Third Amendment to Lease
dated December 14, 2000 (the “Third Amendment”) (the Original Lease, as amended by the First
Amendment, the Second Amendment, and the Third Amendment, collectively referred to as the “Lease”);
whereby
Tenant is presently in possession of premises containing approximately forty-two thousand three
hunred twenty-six (42,326) square feet of net rentable area (the “Present Premises”), consisting of
twenty-two thousand six hundred sixty-five (22,665) square feet of net rentable are on the second
(2nd ) floor and nineteen thousand six hundred sixty-one (19,661) square feet of net
rentable area on the first (lst) floor of the building located at 550 Route 206 North (the
“Building”); and



WHEREAS, the parties hereto desire to amend the Lease to expand the Present Premises on the second
(2nd) floor of the Building and to amend the Lease only in the respects and on the
conditions hereinafter stated .



NOW, THEREFORE, Landlord and Tenant agree as follows:



1. For purposes of this Fourth Amendment, capitalized terms shall have the meanings ascribed to
them in the Lease unless otherwise defined herein.



2. The parties hereby confirm that the Expiration Date of the Term of the Lease is 11:59 p.m. on
December 31, 2009.



3. From, after September 1, 2001 (the “Effective Date”), Landlord and Tenant agree that the Present
Premises shall be expanded to include approximately six thousand one hundred fifty-three (6,153)
square feet of net rentable area on the second (2nd) floor of the Building, as more
particularly depicted on Exhibit A attached hereto (the “New Premises”). Therefore,
from and after the Effective Date, the Present Premises and the New Premises shall comprise the
Demised Premises, which
shall include a total of approximately forty-eight thousand four hundred seventy-nine (48,479)
square feet of net rentable area in the Building, and Paragraph 1 of the Preamble shall be deemed
modified accordingly.



4. Tenant hereby acknowledges that Tenant shall continue to lease the Present Premises in its “AS
IS” condition and shall lease the New Premises in its “AS IS” condition. However, subject to the
terms and conditions of this Paragraph 4, Landlord agrees to provide Tenant with a construction
allowance to be applied to Tenant’s cost of Leasehold Improvements, as
hereinafter defined, within the · Demised Premises (and therefore not limited to the New Promises,
and Paragraph 16 of the Preamle is hereby amended to reflect that Tenant’s Construction Allowance
in connection with this Fourth Amendment shall be Fifteen and 00/100 Dollars ($15.00) per square
foot of net rentable area, being a total of Ninety-two Thousand Two Hundred Ninety-five and 00/100
Dollars ($92,295.00). As used herein, the term “Leasehold Improvements” shall refer to improvements
to the walls; floor coverings; wall coverings; ceilings; electrical, mechanical, and plumbing
distributions; doors and frames; partitions; door locks; and painting of the Demised Premises.
Tenant acknowledges and agrees that: (i) the performance of the Leasehold Improvements shall be
governed by the terms and conditions of Paragraph 6 of the Lease regarding Alterations (as such
Paragraph 6 is amended herein); (ii) Landlord shall make disbursements to Tenant from the
Construction Allowance, provided Tenant gives Landlord reasonably detailed, paid invoices showing
the performance of the Leasehold Improvements;
and (iii) Tenant shall have no right to an offset, deduction, or other claim to any portion of the
Construction Allowance that remains unused upon the expiration or sooner termination of the Lease.



5. Paragraphs 5 and 6 of the Preamble of the Lease are hereby amended to reflect that the Fixed
Rent due and payable by Tenant under the Lease shall be calculated as follows: From and after
Effective Date, the Fixed Rent with respect to the New Premises shall be Twenty-eight and 75/100
Dollars ($28.75) until August 31, 2006, and Thirty-one and 50/100 Dollars ($31.50) from September
1,2006, until December 31, 2009. As calculated in accordance with the foregoing, the total Fixed
Rent and Monthly Fixed Rent due and payable by Tenant under the Lease with respect to the Present
Premises and the New Premises, collectively,
shall b as follows from and after the Effective Date:




19









 








	 	 	 	 	 
	PERIOD	 	FIXED RENT	 	MONTHLY FIXED RENT
	From the Effective
Date through August
31, 2006

	 	One Million Three
Hundred Seventy-six
Thousand Three
Hundred Fifty and
75/100 Dollars
($1,376,350.75)
	 	One Hundred Fourteen
Thousand Six Hundred
Ninety-five and
89/100 Dollars
($114,695.89)
	 
	 	 	 	 
	From September 1,
2006 through the
Expiration Date

	 	One Million Five
Hundred Nine Thousand
Six Hundred Sixty-six
and 00/100 Dollars
($1,509,666.00)
	 	One Hundred
Twenty-five Thousand
Eight Hundred Five
and 68/100 Dollars
($125,805.68)





6. As of the Effective Date, Paragraph 8 of the Preamble shall be amended to reflect that Tenant’s
Proportionate Share of Expenses based on the square footage of the New Premises shall be three and
twenty-eight hundredths percent (3.28%), in addition to the twenty-two and fifty-four hundredths
percent (22.54%) based on the square footage of the Present Premises.
For purposes of calculating Tenant’s relevant share of Expenses due to the different Initial Years
applied to different portions
of the Demised Premises, as of the Effective Date, Tenant’s Proportionate Share of Expenses for the
New Premises and the
Expansion Premises (as defined in the Third Amendment) shall collectively be seven and twenty- even
hundredths percent (7.27%), Tenant’s Proportionate Share of Expenses for the Existing Premises (as
defined in the Second Amendment) shall continue to be eight and eight hundredths percent (8.08%),
and Tenant’s Proportionate Share of the Additional Premises (as
defined in the Second Amendment) shall continue to be ten and forty-seven hundredths percent
10.47%).



7. Paragraph 14 of the Preamble is hereby amended to reflect that, as of the Effective Date, Tenant
shall have an additional twenty-four (24) Non-Exclusive Spaces for a total of one hundred
ninety-three (193) parking spaces, twenty-three (23) of which shall be Exclusive Spaces (as
depicted on Exhibit C attached to the Third Amendment) and one hundred seventy (170) of
which shall be Non-Exclusive Spaces.



8. Paragraph 3(a) of the Lease is hereby amended to reflect that, as of the Effective Date, with
both the Expansion Premises and the New Premises: (i) the term “Initial Year” shall be the same as
set forth in the Third Amendment and shall therefore be the twelve (12) month period from March 1,
2001, through February 28, 2002, and (ii) the term “Lease Year” shall mean the Initial Year and
each twelve (12) month period occurring after the Initial Year. Landlord and Tenant acknowledge and
agree that the term “Initial Year” for the Addition Premises is calendar year 2000 and that the
term “Initial Year” for the Existing Premises shall, from and after September 1, 2001, be the
twelve (12) month period from September 1, 2001, through August 31, 2002.



9. Paragraph 6 of the Lease is hereby deleted in its entirety and shall be replaced with the
following language:




     (a) All fixtures, equipment, improvements, alterations, installations that are attached to the
Demised Premises;
any additions and appurtenances made by Tenant to the Demised Premises which are attached thereto;
and any tenant improvements in connection with its initial premises and any expansions thereof
(said tenant improvements being referred to
in Lease as the ''Tenant Improvements’’) (excluding Tenant’s trade fixtures, business equipment,
movable partitions, and personal property) shall become the property of Landlord upon installation.
Not later than the last day of the Term, Tenant shall, at its expense, remove from the Demised
Premises all of Tenant’s trade fixtures, business equipment, movable partitions, personal property,
and any Alterations (as defined hereinafter) Landlord elects to have removed pursuant to this
Paragraph 6. Tenant, at its sole cost and expense, shall repair injury done by or in connection
with the installation or removal of the Alterations
required to be removed. Any equipment, fixtures, goods, or other property of Tenant not removed by
Tenant upon the termination of this Lease or upon any quitting, vacating, or abandonment of the
Demised Premises by Tenant shall be considered as abandoned, and Landlord shall have the right,
without any notice to Tenant, to sell or otherwise dispose of the same, at the expense of Tenant,
and shall not be accountable to Tenant for any part of the proceeds of such sale, if any. Landlord
may have any such property stored at Tenant’s risk and expense.



     (b) Tenant, without Landlord’s prior consent, shall have the right to make non-structural al
Alterations in or to the Demised Premises that (i) involve a total cost of not more than
Twenty-five Thousand and 00/100 Dollars ($25,000.00);
(ii) do not require a building permit to be issued by any governmental authority to make same
legally; (iii) do not affect any
existing building systems outside the Demised Premises and do not impair or adversely affect any
existing building systems



20









 









within the Demised Premises; and (iv) do not result in a violation of the Permitted Use of the
Demised Premises. No other Alterations (structural or non-structural) shall be made by Tenant
without Landlord’s express prior written approval.
Landlord agrees that approval of Alterations of a non-structural nature that do not affect any
building systems shall not be unreasonably withheld. Tenant shall give Landlord prior written
notice of any proposed alterations, installations, additions,
or improvements (“Alterations”) with copies of proposed plans and as-built plans, upon completion
of the Alterations.
Tenant acknowledges that the proposed plans and the as-built plans, both of which shall be
complete, detailed, and accurate,
shall be provided to Landlord on AutoCAD disks. Landlord shall have the right to elect that Tenant
remove any Alteration
made to the Demised Premises prior to the expiration of the Lease and to restore the Demised
Premises to the condition existing prior to said Alteration. All such Alterations shall be done at
Tenant’s sole expense and the making thereof shall not interfere with the use of the Building by
other tenants. Tenant agrees to indemnify, defend, and hold harmless Landlord and any mortgagee
of Landlord, if any, from any and all costs, expenses, claims, causes of action, damages, and
liabilities of any type or nature whatsoever (including, but not limited to, attorneys’ fees and
costs of litigation) arising out of or relating to the making of the Alterations by Tenant. The
foregoing indemnity shall survive the expiration or sooner termination of this Lease. Nothing
herein contained shall be construed as constituting the permission of Landlord for a mechanic or
subcontractor to file a construction lien claim against the Demised Premises, and Tenant agrees to
secure the removal of any such construction lien that a contractor purports to file against the
Demised Premises by payment or otherwise pursuant to law. All Alterations shall be effected in
compliance with all applicable Laws.


10. Paragraph 22 of the Lease is hereby amended to reflect that Landlord and Tenant represent and
warrant to each other that the Designated Broker is the sole broker with whom each party has
negotiated in bringing about this Fourth Amendment. Landlord and Tenant agree to be responsible for
and to indemnify and hold the other harmless from and against any claim for a commission or other
compensation by any broker other than the Designated Broker claiming to have negotiated with the
indemnifying party with respect to this Fourth Amendment.



11. Paragraph 24 of the Lease is hereby amended to reflect that, in the event that Tenant exercises
its renewal option under either the Lease or the Former Natural Gas Lease, as defined in the Third
Amendment, then Tenant shall automatically, and, without additional notice, be deemed to have
exercised the renewal option under the other lease so that the renewal options for the terms of the
spaces leased under the Lease and the Former Natural Gas Lease shall be exercised collectively.



12. Landlord and Tenant agree that the following terms and conditions relating to ERISA, as
hereinafter defined, shall be added to the Lease as Paragraph 31:





(a) Tenant acknowledges that it has been advised that an affiliate of Landlord is a collective
investment fund (the “Fund”) which holds the assets of one or more employee benefit plans or
retirement arrangements which are subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”) (each a “Plan”), and with respect to which Morgan Guaranty Trust Company of New York
(“MGT”) is the Trustee and that, as a result, Landlord may be prohibited by law from engaging in
certain transactions.



     (b) Landlord hereby represents and warrants to Tenant that, as of the date hereof, the only
Plans whose assets are invested in the Fund which, together with the interests of any other Plans
maintained by the same employer or employee organization, represent a collective interest in the
Fund in excess of ten percent (10%) of the total interests in the Fund (each, a “10% Plan”) are
referenced on Exhibit B (collectively, the “Existing 10% Plan”),



     (c) Tenant represents and warrants that as of the date hereof, and at all times while it is a
tenant under this Lease, one of the following statements is, and will continue to be, true: (1)
Tenant is not a “party in interest” (as defined in Section 3(14) of ERISA) or “disqualified person”
(as defined in Section 4975 of the Code) (each a “Party in Interest”) with respect to the Existing
10% Plan or, (2) if Tenant is a Party in Interest, that:




     (A) neither Tenant nor its “affiliate” (as defined in Section V(c) of PTCE 84-14, “Affiliate”)
has, or during the immediately preceding one (1) year has, exercised the authority to either: (i)
appoint or terminate MGT as the qualified professional asset manager (as defined in Section V(a) of
PTCE 84-14, “QPAM”) of any of the assets of the Existing 10% Plan with respect to which Tenant or
its Affiliate is a Party in Interest; or (ii) negotiate the terms of the management agreement with
MGT, including renewals or modifications thereof, on behalf of the Existing 10% Plan;




and



          (B) neither Tenant nor any entity controlling, or controlled by, Tenant owns a five percent
(5%)
or more interest (within the meaning of PTCE 84-14, “5% Interest”) in MGT or JP Morgan & Co.
Incorporated.




     (d) In the event that Landlord or the Fund notifies Tenant in writing that a Plan other than
the Existing 10%



21









 








Plan may become a 10% Plan, Tenant will, within ten (10) days of such notification, inform the Fund
in writing as to whether it can make the same representations which it made in subparagraph (c) of
this Paragraph with respect to
such prospective 10% Plan. Thereafter, if based on such representations made by Tenant such Plan
becomes a 10% Plan, Tenant represents and warrants that, at all times during the period Tenant is a
tenant under, the Lease, one of the statements set forth in subparagraph (c) will be true with
respect to such 10% Plan.


13. Tenant represents, warrants, and covenants that, to the best of Tenant’s knowledge, (i)
Landlord is not in default under any of its obligations under the Lease, (ii) Tenant is not in
default of any of its obligations under the Lease, and (iii) no event has occurred which, with the
passage of time or the giving of notice, or both, would constitute a default by either
Landlord or Tenant thereunder.



14. Except modified by this Fourth Amendment, the Lease and all the covenants, agreements, terms,
provisions, and conditions thereof shall remain in full force and effect and are hereby ratified
and affirmed. The covenants, agreements, terms, provisions, and conditions contained in this Fourth
Amendment shall bind and inure to the benefit of the parties hereto and their respective successors
and, except as otherwise provided in the Lease as modified by this Fourth Amendment, their
respective assigns. In the event of any conflict between the terms contained in this Fourth
Amendment and the Lease, the terms herein contained shall supersede and control the obligations and
liabilities of the parties.



15. Tenant acknowledges and agrees that the cross-default provision described in the Third
Amendment in connection with Tenant’s obligations shall apply to the Lease, as the same may be
further amended, and the Former Natural Gas Lease.



16. Tenant acknowledges and agrees that Landlord’s obligations under this Fourth Amendment are
expressly contingent upon Landlord’s receipt, prior to the date of full execution and delivery of
this Fourth Amendment by and to the parties hereto, of
a surrender and acceptance agreement from EDS Information Services, L.L.C. with respect to the New
Premises, which agreement shall be in a form acceptable to Landlord.



17. Tenant represents, warrants, and. covenants that, to the best of Tenant’s knowledge, (i)
Landlord is not in default under any of its obligations under the Lease, (ii) Tenant is not in
default of any of its obligations under the Lease, and (iii) no event has occurred which, with the
passage of time or the giving of notice, or both, would constitute a default by either Landlord or
Tenant thereunder.



18. Except as modified by this Fourth Amendment, the Lease and all the covenants, agreements,
terms, provisions, and conditions thereof shall remain in full force and effect and are hereby
ratified and affirmed. The covenants, agreements, terms, provisions, and conditions contained in
this Fourth Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and, except as otherwise provided in the Lease as modified by this
Fourth Amendment, their respective assigns. In the event of any conflict between the terms
contained in this fourth Amendment and the Lease, the terms herein contained shall supersede and
control the obligations and liabilities of the parties.



19. This Fourth Amendment shall become effective only upon execution and delivery thereof by
Landlord and Tenant.



IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and seals as of the date and
year first above written, and acknowledge the one to the other that they possess the requisite
authority to enter into this transaction and to sign this Fourth Amendment.




	 	 	 	 	 	 
	WITNESS:

	 	 	THE OFFICES AT BEDMINSTER, LLC
	[illegible]

	 	 	By: Gale & Wentworth, LLC,
	 

Vice President

	 	 	Authorized Management Agent
	 
	 	 	 	 
	 

	 	 	By:	/s/ Mark Yeaser


	 

	 	 	Name: Mark Yeaser
	 

	 	 	Title: President
	 

	 	 	Dated: November 14, 2001
	 
	 	 	 	 
	ATTEST:

	 	 	NUI CORPORATION
	/s/ Carol A. Sliker

	 	 	By:	/s/ James r. Van Horn


	 

Carol A. Sliker

Assistant Secretary

	 	 	Name: James r. Van Horn

Title: Chief Administrative Officer, General Counsel and Secretary
	

	 	 	Dated:






22









 







EXHIBIT A




New Premises




See attached.




23









 





EXHIBIT B




Existing 10% Plans




None.




24









 





THIRD AMENDMENT TO LEASE




     THIS AGREEMENT (this “Amendment”) made as of the 14th day of December 2000,
between THE OFFICES AT BEDMINSTER, LLC, a Delaware limited liability company
having an office c/o Gale & Wentworth, LLC, 200 Campus Drive; Florham Park, New Jersey
07932. (''Landlord’’); and NUI CORPORATION, a New Jersey corporation having an address
of 550 Route 206 North, P.O. Box 760, Bedminster, New Jersey 07921-0760 (“Tenant”).



W I T N E S S E T H:




     WHEREAS, Landlord’s predecessor-in-title Sammis Pluckemin Associates and Tenant
entered into an Agreement of Lease dated August 16, 1988 (the “Original Lease”); as amended
by First Amendment to Lease Agreement dated April 15, 1994 (the ''First Amendment”); and
as further amended by Second Amendment to Lease dated August 5, 1999 (the “Second
Amendment”) (the Original Lease, the First Amendment, and the Second Amendment
collectively referred to as the “Lease’’); whereby Tenant is presently in possession of premises
containing approximately thirty-four thousand eight hundred forty-one (34,841) square feet of
net rentable area (the “Current Premises”), consisting of fifteen thousand one hundred eighty
(15,180) square feet of net rentable area the second (2nd) floor and nineteen thousand
six hundred
sixty-one (19,661) square feet of net rentable area on the first (1st) floor of the
building
located at 550 Route 206 North (the “Building”); and



     WHEREAS, the parties hereto desire to amend the Lease to expand the Current Premises
on the second (2nd) floor of the Building and to amend the Lease only in the respects
and on the
conditions hereinafter stated.



     NOW, THEREFORE, Landlord and Tenant agree as follows:


1. For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them
in the Lease unless otherwise defined herein.



2. The parties hereby confirm that the Expiration Date of the Term of the Lease is 11:59 p.m.
on December 31,2009.



3. From and after the Effective Date, as defined hereinafter, Landlord and Tenant agree that the
Current Premises shall be expanded to include approximately seven thousand four hundred
eighty-five (7,485) square feet of net rentable area on the second (2nd) floor of the Building,
as more particularly depicted on Exhibit A attached hereto (the “Expansion Premises”).
Therefore, from and after the Effective Date, the Current Premises and the Expansion
Premises shall comprise the Demised Premises, which shall include a total of approximately
forty-two thousand three hundred twenty-six (42,326) square feet of net rentable area in the
Building, and Paragraph 1 of the Preamble shall be deemed modified accordingly.



4. Tenant hereby acknowledges that Tenant shall continue to lease the Current Premises in its
“AS IS” condition; however, Landlord agrees to construct the improvements and other work
in and to the Expansion Premises (“Expansion Premises Improvements”) in accordance
with the terms, conditions, and provision of Exhibit B attached hereto and made a part
hereof. The term for the Expansion Premises shall commence on the date the following
conditions precedent have been satisfied (the “Effective Date”), which date is anticipated to
be on or about February 1, 2001: (i) the Expansion Premises shall be delivered to Tenant in
tenantable condition, free of violations of any health, safety, fire and other statutes and




25









 







regulations governing the Expansion Premises and its use, all of which shall be established
by issuance of a certificate (temporary or final) by appropriate governmental authority,
permitting occupancy of the Expansion Premises for the purposes set forth in the Lease; and
(ii) Landlord has Substantially Completed, as hereinafter defined, the Expansion Premises
Improvements. If the occurrence of any of the conditions listed in the preceding sentence,
and thereby the making of the Expansion Premises ready for occupancy, shall be delayed due
to Tenant Delay, as defined in Exhibit B; then Effective Date shall be accelerated by a time period
equal to the number of days of delay so caused by Tenant. As used herein, Landlord shall be deemed
to have Substantially Completed the Expansion Premises Improvements notwithstanding that minor
or insubstantial details of construction, mechanical adjustment, or decoration remain to be
performed
in the Expansion Premises or any part thereof, the noncompletion of which does not unreasonably
interfere with Tenant’s use of the Expansion Premises. Tenant shall occupy the Expansion Premises
as soon as the same is ready for its occupancy and the Effective Date shall have occurred;
provided, however, upon notice from Landlord, Tenant may enter the Expansion Premises prior thereto
for the
purposes of installing its telephone, computer, and/or data systems; its modular office equipment;
and/or its furniture so long as; (a) Tenant coordinates such installations with Landlord’s
performance
of the Expansion Premises Improvements and does not disrupt the performance of the Expansion
Premises Improvements, (b) Tenant’s performance of the same does not cause or create any labor
dispute for Landlord in connection with the construction of the Expansion Premises Improvements and
(c) Tenant otherwise complies with all terms and provisions of the Lease, including, but not
limited to, the insurance requirements set forth in Paragraph 10 of the Lease. When Tenant takes
actual possession of the Expansion Premises, it shall be conclusively presumed that the same is in
satisfactory condition, except
as to (x) those items of work remaining to be performed by Landlord pursuant to this Paragraph 4 of
this Amendment, and (y) any items of work set forth in a “Punch List” to be submitted to and
acknowledged by Landlord in writing within thirty (30) days after the Effective Date. Landlord
shall proceed diligently to complete any Punch List items within a reasonable period of time after
the Effective Date.



5. Paragraphs 5 and 6 of the Preamble of the Lease are hereby amended to reflect that the Fixed
Rent due and payable by Tenant under the Lease shall be calculated as follows: From and
after the Effective Date, the Fixed Rent with respect to the Expansion Premises shall be
Twenty-eight and 75/100 Dollars ($28.75) until August 31, 2006, and Thirty-one and 50/100
Dollars ($31.50) from September 1, 2006, until December 31, 2009. As calculated in
accordance with the foregoing, the total Fixed Rent and Monthly Fixed Rent due and payable
by Tenant under the Lease with respect to the Current Premises and the Expansion Premises
shall be as follows from and after the Effective Date:




	 	 	 	 	 
	Period	 	Fixed Rent	 	Monthly Fixed Rent
	From the effective
Date through August
31, 2001

	 	One Million One
Hundred Sixty-one
Thousand Five Hundred
Two and 00/100
Dollars
($1,161,502.00)
	 	Ninety-six Thousand
Seven Hundred
Ninety-one and 83/100
Dollars ($96,791.83)
	 
	 	 	 	 
	From September 1,
2001 through August
31, 2006

	 	One Million One
Hundred Ninety-nine
Thousand Four Hundred
Fifty-two and 00/100
Dollars
($1,199,452.00)
	 	Ninety-six Thousand
Nine Hundred
Fifty-four and 33/100
Dollars ($99,954.33)
	 
	 	 	 	 
	From September 1,
2006 through the
Expiration Date

	 	One Million Three
Hundred Fifteen
Thousand Eight
Hundred Forty-six and
50/100 Dollars
($1,315,846.50)
	 	One Hundred Nine
Thousand Six Hundred
Fifty-four and 05/100
Dollars ($109,654.05)






26









 





6. As of the Effective Date, Paragraph 8 of the Preamble shall be amended to reflect that
Tenant’s Proportionate Share of Expenses based on the square footage of the Expansion
Premises shall be three and ninety-nine hundredths percent (3.99%), in addition to the
eighteen and fifty-six hundredths percent (1.56%) based on the square footage of the
Current Premises. For purposes of calculating Tenant’s relevant share of Expenses due to the
different Initial Years applied to different portions of the Demised Premises, as of the
Effective Date, Tenant’s Proportionate Share of Expenses for the Expansion Premises and
the Additional Premises (as defined in the Second Amendment) shall collectively be fourteen
and forty-six hundredths percent (14.46%), and Tenant’s Proportionate Share of Expenses for
the Existing Premises (as defined in the Second Amendment) is eight and eight hundredths
percent (8.08%).



7. Paragraph 12 of the Preamble is hereby amended to reflect that the Designated Broker is
collectively Alexander Summer, LLC and Gale & Wentworth Real Estate Advisors, LLC.



8. Paragraph 14 of the Preamble is hereby amended to reflect that, as of the Effective Date,
Tenant shall have a total of one hundred sixty-nine (169) parking spaces, twenty-three (23) of
which shall be Exclusive Spaces, as more particularly depicted on Exhibit C, and one
hundred forty-six (146) of which shall be Non-Exclusive Spaces.



9. Paragraph 16 of the Preamble is hereby amended to reflect that Tenant’s Construction
Allowance in connection with the Expansion Premises Improvements shall be Fifteen and
00/100 Dollars ($15.00) per square foot of net rentable area, being a total of One Hundred
Twelve Thousand Two Hundred Seventy-five and 00/100 Dollars ($112,275.00).



10. Paragraph 3(a) of the Lease is hereby amended to reflect that, as of the Effective Date, with
respect to the Expansion Premises only: (i) the term “Initial Year” shall mean the first twelve
(12) month period commencing on the first (1st ) full calendar month after the Effective
Date
(or on the Effective Date, if the Effective Date is the first (1st ) day of a calendar
month), and
(ii) the term ''Lease Year” shall mean the Initial Year and each twelve (12) month period
occurring after the Initial Year. Landlord and Tenant acknowledge and agree that the term
“Initial Year” for the Additional Premises (as defined in the Second Amendment) is calendar
year 2000.



11. Paragraph 17 of the Second Amendment is hereby amended to reflect that, as of the date
hereof, the amount to be used as an estimate for Tenant’s monthly charge for electrical
consumption shall be revised from One and 40/100 Dollars ($1.40) per square foot of net
rentable area contained in the Demised Premises to One and 50/100 Dollars ($1.50) per
square foot of net rentable area contained in the Demised Premises. Said charge shall be
subject to adjustment and reconciliations, as more particularly set forth in Paragraph 17 of
the Second Amendment.



12. Paragraph 22 of the Lease is hereby amended to reflect that Landlord and Tenant represent
and warrant to each other that the Designated Broker noted in Paragraph 7 of this
Amendment is the sole broker with whom each party has negotiated in bringing about this
Amendment. Landlord and Tenant agree to he responsible for and to indemnify and hold the
other harmless from and against any claim for a commission or other compensation by any
broker other than the Designated Broker claiming to have negotiated with the indemnifying
party with respect to this Amendment.




27









 








13. Tenant acknowledges and agrees that, from and after the date hereof, there shall be a cross-
default provision with respect to the Lease and the Former Natural Gas Lease, as defined
Hereinafter. Accordingly, any default under the Lease shall, automatically and without
additional notice, constitute a default under the Former Natural Gas Lease. Similarly, any
default under the Former Natural Gas Lease shall, automatically and without additional
notice, constitute a default under the Lease. As used herein, the term “Former Natural Gas
Lease” shall be defined as that certain lease agreement dated July 18, 1996, between
Landlord’s predecessor-in-title Sammis Pluckemin Associates, as landlord, and Natural Gas
Services, Inc., as tenant; as amended by First Amendment to Lease Agreement dated
September 31, 1996, as amended by Second Amendment to Lease Agreement dated February
19, 1997; as amended by Third Amendment to Lease dated August 5, 1999, between
Landlord and NUI Corporation, as successor-to Natural Gas Services, Inc.; and as the same
may be further amended.



14. Tenant acknowledges and agrees that Landlord’s obligations under this Amendment are
expressly contingent upon Landlord’s receipt, prior to the date of full execution and delivery
of this Amendment by and to the parties hereto, of a surrender and acceptance agreement
from Electronic Data Systems Corporation with respect to the Expansion Premises, which
agreement shall be in a form acceptable to Landlord.



15. Tenant represents, warrants, and covenants that, to the best of Tenant’s knowledge,
(i) Landlord is not in default under any of its obligations under the Lease, (ii) Tenant is not in
default of any of its obligations under the Lease, and (iii) no event has occurred which, with
any, of additional Tenant’s Finish Cost arising therefrom (which shall be calculated in the same
manner as the original Tenant’s Finish Cost) and Landlord’s estimate of the delay in completion
that will be caused by such proposed revision to the Final Plans. In the event of a rejection by
Landlord of a proposed revision, Tenant may make changes to the proposed revision and
resubmit it pursuant hereto. Upon receiving Landlord’s approval to any revision, Tenant shall as
soon thereafter as practicable, but in no event in excess of five (5) Business Days, and
understanding that any delay in responding may cause delays in completion substantially greater
than the estimate given by Landlord, authorize the work that Tenant desires by approving in
writing the work and the cost thereof, and submitting to Landlord signed and sealed revised final
plans sufficient for Landlord to obtain all necessary permits and revised final plans. Upon the
submission of such revised final plans, such revised final plans shall become the Final Plans
hereunder. Any delay in completion caused by the revision to the Final Plans, whether greater or
less than Landlord’s estimate, shall be a Tenant delay.




     Section 3.3. If (a) a delay shall occur in the completion of the Expasion Premises in
accordance with the Final Plans or any revised Final Plans by the Landlord as the result of
(i) Tenant’s failure to provide, on or before November 30, 2000, sufficient information
for Landlord’s architect to prepare proposed Final Plans; (ii) the Final Plans not being approved
by Tenant on at before December 18,2000; (iii) any time periods or deadlines set forth herein
not being adhered to by Tenant, its agents, employees, or contractors; (iv) any direction by
Tenant that the Landlord delay proceeding with the work or any segment of the work in
anticipation of a possible revision to the Final Plans by Tenant or for any other reason, (v) any
revision to the Final Plans authorized by Tenant, (vi) any delay caused by the Construction Cost
exceeding (or estimated by Construction Manager to exceed) the Construction Allowance, as
more particularly described in Section 3.4 below, or (vii) any other act or omission of Tenant, its
agents, employees, or contractors (any of such events being a “Tenant Delay”); then (b) the
Effective Date shall (even though no Certificate of Occupancy has been issued or the Expansion



28









 







Premises has not been completed) be deemed to be one day earlier than provided for in Paragraph 4
of this Amendment for each day of such Tenant Delay.



     The extent of any Tenant Delay shall be determined in the following manner:
Landlord shall notify Tenant of the estimated length of the Tenant Delay involved as soon as
practicable after the information necessary to estimate such Tenant Delay is available (which
notice shall include the basis for the Landor’s estimate) and, as Landlord obtains the
information to calculate the actual Tenant Delay, Landlord shall so notify Tenant, providing it
with
the basis used in calculating such Tenant Delay. In the event of a dispute concerning the
length of any Tenant Delay, Landlord’s calculation shall be used and the Effective Date shall
occur in accordance therewith, provided, however, that Tenant shall retain its right to challenge
Landlord’s calculation of the length of the Tenant’s Delay.



     Section 3.4. Notwithstanding anything herein to the contrary, Tenant
acknowledges that the dates set forth above with respect to the submission of preliminary
information
to prepare the Final Plans and the approval of the proposed Final Plans are based upon the
Construction Cost being no greater than the Construction Allowance. Therefore, if (i) Construction
Manager’s reasonable estimate for the Construction Cost is (or shall be) in excess of the
Construction Allowance
and (ii) Construction Manager reasonably believes that Construction Manager shall be unable to
Substantially Complete the Tenant Improvements on or before February 1, 2001, due to the same;
Tenant acknowledges that a Tenant Delay shall then exist, the extent of which shall be determined
in accordance with Section 3.3 hereof.



     Section 4.1. For the services provided in connection with this Exhibit B,



29









 





EXHIBIT C




Parking Plans




See attached.




30









 





SECOND AMENDMENT TO LEASE




     THIS AGREEMENT (this “Amendment’’) made as of the 5th day of August 1999, between
THE OFFICES AT BEDMISTER, LLC, a Delaware limited liability company having an office
c/o Gale & Wentworth, LLC, 200 Campus Drive, Florham Park, New Jersey 07932, (“Landlord’’);
and NUI CORPORATION, a New Jersey corporation having an address of 550 Route 206 North,
P.O. Box 760, Bedminster, New Jersey 07921-0760
(“Tenant”).



W I T N E S S E T H:




     WHEREAS, Landlord’s predecessor-in-title Sammis Pluckemin Associates and Tenant
entered into an Agreement of Lease dated August 16, 1988 (the “Original Lease”); as amended
by First Amendment to Lease Agreement dated April 15, 1994 (the “First Amendment”), (the
Original Lease and the First Amendment collectively referred to as the “Lease”) whereby Tenant
is presently in possession of premises containing approximately fifteen thousand one hundred
eighty (15,180) square feet of net rentable area (the “Existing Premises”) on the second
(2nd) floor
of
the building located at 550 Route 206 North (the “Building”); and



     WHEREAS, the parties hereto desire to amend the Lease to expand the Existing Premises
onto the first (1st) floor of the Building and to extend the Term with respect to the
Demised
Premises, as defined hereinafter, only in the respects and on the conditions hereinafter stated.


NOW, THEREFORE, Landlord and Tenant agree as follows:



1. For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them
in the Lease unless otherwise defined herein.



2. The parties hereby confirm that the Term of the Lease is scheduled to expire on August 31,
2001. The Term of the Lease is hereby extended for an additional eight (8) years and four
(4) months so that the Term shall now terminate at 11:59 p.m. on December 31, 2009 (the
“Expiration Date”). The period from September 1, 2001 through the Expiration Date is
hereinafter referred to as the “Extended Term,” and Paragraphs 2 and 3 of the Preamble of .
the Lease shall be deemed modified accordingly.



3. From and after the Effective Date, as defined hereinafter, Landlord and Tenant agree that the
Existing Premises shall be expanded to include approximately nineteen thousand six hundred
sixty-one (19,661) square feet of net rentable area on the first (lst) floor of the Building, as
more particularly depicted on Exhibit A attached hereto (the “Additional Premises”).
Therefore, from and after the Effective Date, the Existing Premises and the Additional
Premises shall comprise the Demised Premises, which shall include a total of approximately
thirty-four thousand eight hundred forty-one (34,841) square feet of net rentable area in the
Building, and Paragraph 1 of the Preamble shall be deemed modified accordingly.



4. Tenant hereby acknowledges that Tenant shall continue to lease the Existing Premises in its
“AS IS” condition; however, Landlord agrees to construct the improvements and other work
in and to the Additional Premises (“Additional Premises Improvements”) in accordance
with the terms, conditions, and provisions of Exhibit B attached hereto and made a part
hereof. The term for the Additional Premises shall commence on the date the following
conditions precedent have been satisfied (the “Effective Date”), which date is anticipated to
be on or about January 1, 2000; (i) the Additional Premises shall be delivered to Tenant in
tenantable condition, free of violations of any health, safety, fire and other statutes and
regulations governing the Additional Premises and its use, all of which shall be established
by issuance of a certificate (temporary or final) by appropriate governmental authority,
permitting occupancy of the Additional Premises for the purposes set forth in the Lease; and
(ii) Landlord has Substantially Completed, as hereinafter defined, the Additional Premises
Improvements. If the occurrence of any of the conditions listed in the preceding sentence,
and thereby the making of the Additional Premises ready for occupancy, shall be delayed due
to Tenant Delay, as defined in Exhibit B; then the Effective Date shall be accelerated by a
time period equal to the number of days of delay so caused by Tenant. As used herein,
Landlord shall be deemed to have Substantially Completed the Additional Premises




31









 








Improvements notwithstanding that minor or insubstantial details of construction, mechanical
adjustment, or decoration remain to be performed in the Additional Premises or any part
thereof, the noncompletion of which does not unreasonably interfere with Tenant’s use of the
Additional Premises. Tenant shall occupy the Additional Premises as soon as the same is
ready for its occupancy and the Effective Date shall have occurred; provided, however, upon’
notice from Landlord, Tenant may enter the Additional Premises prior thereto for the
purposes of installing its telephone, computer, and/or data systems; its modular office
equipment; and/or its furniture so long as: (a) Tenant coordinates such installations with
Landlord’s performance of the Additional Premises Improvements and does not disrupt the
performance of the Additional Premises Improvements, (b) Tenant’s performance of the
same does not cause or create any labor dispute for Landlord in connection with the
construction of the Additional Premises Improvements, and (c) Tenant otherwise · complies
with all terms and provisions of the Lease, including, but not limited to, the insurance
requirements set forth in Paragraph 10 of the Lease. When Tenant takes actual possession of .
the Additional Premises, it shall be conclusively presumed that the same is in satisfactory
condition, except as to (x) those items of work remaining to be performed by Landlord
pursuant to this Paragraph 4 of this Amendment, and (y) any items of work set forth in a
“Punch List” to be submitted to and acknowledged by Landlord in writing within thirty (30)
days after the Effective Date. Landlord shall proceed diligently to complete any Punch List
items within a reasonable period of time after the Effective Date.



5. Paragraphs 5 and 6 of the Preamble of the Lease are hereby amended to reflect that the Fixed
Rent due and payable by Tenant under the Lease shall be calculated as follows: The Fixed
Rent with respect to the Existing Premises shall be Twenty-five and 75/100 Dollars ($25.75)
S.F. until August 31, 2001, Twenty-eight and 25/100 Dollars ($28.25) S.F. from September
1, 2001 until August 31, 2006, and Thirty-one and 00/100 Dollars ($31.00) S.F. from
September 1, 2006 until December 31, 2009. The Fixed Rent with respect to the Additional
Premises shall be Twenty-eight and 25/100 ($28.25) S.F. from the Effective Date until
August 31, 2006 and Thirty-one and 00/100 Dollars ($31.00) S.F . from September 1, 2006 to
December 31, 2009. As calculated in accordance with the foregoing, the total Fixed Rent
and Monthly Fixed Rent due and payable by Tenant under the Lease with respect to the
Existing Premises and the Additional Premises shall be as follows from and after the
Effective Date:




	 	 	 	 	 
	Period	 	Firex Rent	 	Monthly Fixed Rent
	From the Effective
Date through
September 1, 2001

	 	Nine Hundred
Forty-six Thousand
Three Hundred Eight
and 25/100
($946,308.25)
	 	Seventy-eight
Thousand Eight
Hundred Fifty-nine
and 02/100
($78,859.02)
	 
	 	 	 	 
	From September 1,
2001 through August
31, 2006

	 	Nine Hundred
Eighty-four Thousand
Two Hundred
Fifty-eight and
25/100 Dollars
($984,258.25)
	 	Eighty-two Thousand
Twenty-one and 52/100
Dollars ($82,021.52)
	 
	 	 	 	 
	From August 31, 2006
through the
Expiration Date

	 	One Million Eighty
Thousand Seventy-one
and 00/100 Dollars
($1,080,071.00)
	 	Ninety Thousand Five
and 92/100 Dollars
($90,005.92)
	 
	 	 	 	 




6. As of the Effective Date, Paragraph 8 of the Preamble shall be amended to reflect that
Tenant’s Proportionate Share of Expenses based on the square footage of the Additional
Premises shall be ten and forty-seven hundredths (10.47%) percent, in addition to the eight
and eight hundredths (8.08%) percent based on the square footage of the Existing Premises.



7. Paragraph 9 of the Preamble is hereby deleted in its entirety and is of no further force or


32









 






effect, since it is no longer applicable.



8. Paragraph 11 of the Preamble is hereby amended to reflect that Tenant’s S.LC. Code is 4924.



9. Paragraph 12 of the Preamble is hereby amended to reflect that the Designated Broker is
collectively Alexander Summer, LLC and Gale & Wentworth Real Estate Advisors, LLC.



10. Paragraph 14 of the Preamble is hereby amended to reflect that, as of the Effective Date,
Tenant shall have a total of one hundred thirty-nine (139) parking spaces, twenty (20) of
which shall be Exclusive Spaces, as more particularly depicted on Exhibit C, and one
hundred nineteen (119) of which shall be Non-Exclusive Spaces.



11. Paragraph 16 of the Preamble is hereby amended to reflect that Tenant’s Construction
Allowance in connection with the additional Improvements shall be Twenty and
00/100 Dollars ($20.00) per square foot of net rentable area, being a total of Three Hundred
Ninety-three Thousand Two Hundred Twenty and 00/100 Dollars ($393,220.00). Tenant
shall also have a refurbishment allowance of Five and 00/100 Dollars ($5.00) per square foot
of net rentable area of the Existing Premises, being a total of Seventy-five Thousand Nine
Hundred and 00/100 Dollars, ($75,900.00) (the “Refurbishment Allowance”). Landlord and
Tenant agree that Tenant shall have the right to apply all or a portion of the Refurbishment
Allowance for the sole purposes of either: (i) completing the Additional Premises Improvements
(in which event Tenant shall provide Landlord with at least thirty (30) days’ notice, and the
Refurbishment Allowance shall be disbursed pursuant to the same terms and conditions as the
Construction Allowance, as more particularly described in Exhibit B; (ii) improving the
Existing Premises by refurbishing the wall coverings, floor coverings, ceilings,
or any other part of the initial build-out performed by Landlord pursuant to Exhibit B of the
Original Lease or pursuant to Schedule C of the First Amendment; or (iii) contributing to the
cost of refurbishing the demised premises containing approximately ten thousand five
hundred forty-three (10,543) square feet of net rentable area leased by Natural Gas Services,
Inc., which contribution shall be subject to the terms of Paragraph 6 of the Third Amendment
dated                     , 1999 between Landlord and Natural Gas Services, Inc. Tenant
acknowledges that, in the event that Tenant does not use all of the Refurbishment Allowance,
Tenant shall have no right to a claim, deduction or offset with respect to any unused portion.



12. Paragraph 3(a) of the Lease is hereby amended to reflect that, as of the Effective Date, with
respect to the Additional Premises only: (i) the Initial Year shall be the twelve month period
commencing on the first full calendar month after the Effective Date, and (ii) the term “Lease
Year” shall mean the Initial Year and each twelve month period occurring after the Initial
Year. In addition, as of the commencement of the Extended Term on September 1,2001, the
Initial Year with respect to the Existing Premises shall be changed to mean the twelve month
period commencing on the first full calendar month after the Extension Commencement’
Date, and (ii) the term “Lease Year” shall mean the Initial Year and each twelve month’
period occurring after the Initial Year. Paragraph 3(a)(2) is also amended to delete the
reference to “capital improvement to the Project.”



13. Paragraph 8(a) of the Lease is amended to reflect that the time period within which Tenant
shall deliver such estoppel certificates is ten (10) days following Tenant’s receipt of request
therefore.



14. Paragraphs 10(b), 10(e), and 10(d) of the Lease are hereby deleted in its entirety and are
replaced with the following provisions:



(b) Tenant shall, at Tenant’s sole cost and expense, except to the extent prohibited by law
with respect to worker’s compensation insurance, for the benefit of Tenant, Landlord, and
any Additional Insured (as hereinafter defined) and/or any other additional insured as
Landlord shall from time to time reasonably determine, maintain or cause to be maintained
(i) commercial general liability insurance coverage with a limit of not less than Five Million
and 00/100 Dollars ($5,000,000.00) per each occurrence (“CGL”), to include commercial
umbrella liability coverage, if necessary [If the CGL contains a general aggregate, it shall
apply separately to the Demised Premises. The CGL shall be written on ISO occurrence
form CGOOO11093 or a substitute providing equivalent coverage and shall cover liability
arising from the Demised Premises, operations, independent contractors, products-completed
operations, personal injury, advertising liability, and liability under an insured contract. The




33









 







commercial umbrella liability coverage shall be consistent with the primary coverage.); (ii)
worker’s compensation insurance covering all persons employed in connection with the
construction of any improvements by Tenant and the operation of its business upon the
Demised Premises; and (iii) “all risk” coverage on all of Tenant’s personal property,
including, but not limited to, standard fire and extended coverage insurance with vandalism’
and malicious mischief endorsements on all of the Tenant Improvements and Alterations in
or about the Demised Premises, to the extent of their full replacement value. If, in the
opinion of any mortgagees or ground lessors of the Land and/or the Building, the foregoing
coverages and/or limits shall become inadequate or less than that commonly maintained by
prudent tenants in similar buildings in the area by tenants making similar uses, Landlord shall
have the right to require Tenant to increase its insurance coverage and/or limits. AU such
insurance shall, to the extent permitted by law, name any mortgagees and ground lessors of
the Land and the Building and any owners, mortgagees, and ground lessors of other portions
of the Complex, and their successors and assigns (“Additional Insureds”) and Landlord, as
additional insureds and shall be written by an insurance carrier authorized to do business in
the State of New Jersey and that is rated at least A+ XII by A.M. Best Company, Oldwick,
New Jersey.



(c) Prior to the Commencement Date, Tenant shall deliver to Landlord a certificate of each
policy required under this Lease, which certificate shall be in a form reasonably satisfactory
to Landlord and shall, at a minimum: (i) specify the additional insured status of Landlord and
of the Additional Insureds, (ii) evidence the waiver of subrogation required pursuant to
Paragraph \O(d), and (iii) provide that said policy shall not be reduced in amount (or
otherwise materially changed) or canceled or lapse without providing to Landlord at the
address specified in Paragraph 18 of the Lease at least thirty (30) days’ written notice of such
reduction (or other material change), cancellation, or lapse. Tenant agrees to provide to
Landlord timely renewal certificates as the coverage renews. Notwithstanding anything
herein to the contrary, all policies required to be effected by Tenant under this Lease shall be
maintained in force throughout the Term or any Renewal Term.



(d) Landlord and Tenant waive all rights of recovery against each other and the Additional
Insureds for any loss, damages, or injury of any nature whatsoever to property for which the
waiving party is required to be insured. In addition, during the Term, Landlord and Tenant
shall each maintain in effect in each insurance policy required under this Lease that relates to
property damage a waiver of subrogation in favor of the other party and the Additional
Insureds from its then-current insurance earners and shall, upon written request of the other
party, furnish evidence of such currently effective waiver which shall be in customary form.



15. Paragraph 11 of the Lease is hereby amended to reflect that this provisions shall survive the
expiration or sooner termination of the Lease.



16. Based on the modification to Paragraph 10 of the Lease, as set forth in Paragraph 14 of this
Amendment, Paragraph 12(b) of the Lease is hereby deleted in its entirety and shall be of no
further force or effect.



17. As of the Effective Date, Paragraphs 15(b), (e), (f), (g), and (h) of the Lease shall be
deleted
in their entirety and shall be of no further force of effect. As of the Effective Date, Tenant’s
electrical consumption for the Demised Premises shall be paid by Tenant on a quarterly
annual basis (due on or before January 1, April, July 1, and October 1 of each calendar year
during the Term without demand therefore and without any set-off, recoupment, or deduction
whatsoever) based upon a monthly charge of One and 40/100 Dollars ($1.40) per square foot
of net rentable area contained in the Demised Premises, which charge represents the cost of
the estimated monthly usage in the Demised Premises. Said monthly charge may be adjusted
from time to time on the basis of changes in electric rates or usage of power within the
Demised Premises. Notwithstanding the foregoing, Landlord and Tenant acknowledge that
Tenant’s actual electrical consumption in the Demised Premises shall be measured by
submeter. Therefore, while Tenant will continue to pay the foregoing monthly charge on a
quarterly annual basis, Landlord shall read the submeter on a quarterly annual basis and,
within a reasonable time following such reading, shall send to Tenant a reconciliation
statement based upon the same. Within thirty (30) days following Tenant’s receipt of any
such quarterly annual reconciliation statement, Tenant shall pay to Landlord the amount of
any underpayment due for the relevant quarter. If Tenant has overpaid for such quarter,


34









 






Landlord shall reimburse Tenant for the amount of the overpayment.



18. Paragraph 18 of the Lease is hereby amended to reflect that notices to Landlord and Tenant
shall be addressed as follows:




The Offices at Bedminster

c/o Gale & Wentworth, LLC

200 Campus Drive

Florham Park, New Jersey 01932

Attn: Asset Management




and




The Offices at Bedminster

c/o Gale & Wentworth, LLC

200 Campus Drive

Florham Park, New Jersey 01932

Attn: Marc Leonard Ripp, Esq.



19. Paragraph 22 of the Lease is hereby amended to reflect that Landlord and Tenant represent
and warrant to each other that the Designated Broker noted in Paragraph 9 of this
Amendment is the sole broker with whom each party has negotiated in bringing about this
Amendment. Landlord and Tenant agree to be responsible for and to indemnify and hold the
other harmless from and against any claim for a commission or other compensation by any
broker other than the Designated Broker claiming to have negotiated with the indemnifying
party with respect to this Amendment.



20. Paragraph 24 of the Lease and Paragraph 4 of the First Amendment are hereby deleted in
their entirety and are replaced with the following provision:



(a) Tenant is hereby granted two (2) successive option(s) to renew this Lease for a Renewal
Term of five (5) years each, subject to the terms of this Paragraph 24. In the event that
Tenant desires to renew this Lease, it shall give notice in writing to Landlord of its intention
to renew the Lease at least twelve (12) months prior to the Expiration Date (as amended
herein) and at least twelve (12) months prior to the expiration of the first Renewal Term, as
the case may be. During each of the Renewal Terms, Tenant shall lease the Demised
Premises in its “AS IS” condition and all of the terms and conditions of this Lease shall
otherwise remain in effect during each of the Renewal Terms, except that the annual Fixed
Rent payable during each of the Renewal Terms shall be ninety-five (95%) percent of the
annual fair market renewal rental value of the Demised Premises based on a comparison of
the rents and accrued escalations then being paid by tenants renewing leases for comparable
space in the competitive market area of the Demised Premises, excluding from consideration
rent concessions, such as free rent and work letter allowances, made to tenants leasing space
initially, but taking into consideration rent concessions, such as refitting allowance, made to
tenants renewing leases (“Fair Market Renewal Rent”); provided, however, that in no event
shall the annual Fixed Rent be less than the annual Fixed Rent payable during the year
preceding the 1st year of each such Renewal Term. In the event the Fixed Rent to be
paid
during either Renewal Term increases over the amount paid during the year preceding the
first year of each such Renewal Term, Landlord may, at its sole option, require Tenant to
pay, on or before the commencement of the applicable Renewal Term, a proportionate
increase in the Security Deposit.



(b) The Fair Market Renewal Rent of the Demised Premises for purposes of subparagraph (a)
of this Paragraph 24 shall take into account the provisions of this Lease and shall be
determined pursuant to the provisions of this subparagraph 24(b). The Fair Market Renewal
Rent shall be set forth by Landlord in a notice to Tenant at least sixty (60) days prior to the
commencement of each of the applicable Renewal Terms. The Fair Market Renewal Rent
set forth in such notice shall be binding upon both parties, unless Tenant shall notify
Landlord of its objection within twenty (20) days after receipt of such notice. In the event of
such an objection, which is not resolved within twenty (20) days thereafter, Tenant, at its
own expense, shall designate an MAI or SREA appraiser in the Somerset County area.
Tenant’s designated appraiser shall then determine and promptly report to both parties in


35









 






writing the Fair Market Renewal Rent of the Demised Premises, which report shall be
binding upon both parties, unless Landlord shall object to same within twenty (20) days after
receipt of said report. If Landlord shall so object, both parties shall jointly appoint a separate.
MAI or SREA appraiser who shall determine the Fair Market Renewal Rent by selecting
either Landlord’s Fair Market Renewal Rent determination or Tenant’s designated
appraiser’s Fair Market Renewal Rent determination according to whichever of the two
valuations is closer to the actual Fair Market Renewal Rent in the opinion of such separate
appraiser. The costs of such separate appraiser shall be shared equally by Landlord and
Tenant.



(c) It shall be a condition of the exercise of the option set forth in this Paragraph 24, that at
the time of the exercise of said option, Tenant shall not be in default under this Lease beyond
applicable grace periods.



(d) Tenant acknowledges and agrees that the option(s) set forth in this Paragraph 24 shall be
personal to Tenant and shall not be exercisable by any party (including any assignees) other
than Tenant named herein. Furthermore, notwithstanding anything herein to the contrary,
Tenant shall not have the right to exercise the renewal options) set forth herein if the amount
of square feet of net rentable area of the Demised Premises leased by Tenant during the
applicable Renewal Term is fifty (50%) percent or less than the amount of square feet of net
rentable area leased by Tenant as of the Effective Date.



21. Paragraph 28 of the Lease is hereby deleted in its entirety and is replaced with the following
provisions:



(a) Tenant agrees to comply with all present or future federal, state, or local laws, rules, or
regulations dealing with environmental protection (“Environmental Laws”), including, but
not limited to, the Industrial Site Recovery Act (N.J.S.A. 13:1K-6, el seq.) (“ISRA”) having
jurisdiction over the Demised Premises. Tenant agrees that such compliance shall be at
Tenant’s sole cost and expense. Tenant shall immediately provide Landlord, as they are
issued or received by Tenant, with copies of all correspondence, reports, notices, orders,
findings, declarations, and other materials that are pertinent to Tenant’s compliance with
Environmental Laws.



(b) Tenant represents to Landlord that Tenant’s Standard Industrial Classification (SIC)
Number as used on Tenant’s Federal Tax Return is as set forth in the Preamble of the Lease.
Tenant shall not conduct any operations at the Demised Premises that shall cause the
Building or the Demised Premises to be deemed an “industrial establishment” as currently
defined in ISRA or otherwise trigger ISRA. If, due to an amendment to ISRA or otherwise
Tenant’s operations become subject to ISRA during the Term of the Lease, Tenant shall
comply with all ISRA requirements at Tenant’s sole cost and expense. Such expenses shall
include, but not limited to, any applicable state agency fees, engineering fees, clean-up costs,
filing fees, and suretyship expenses. In addition, in the event any other Building tenant or
Landlord triggers ISRA, Tenant agrees to cooperate with Landlord and provide any
information relating to Tenant and its operations at the Demised Premises that is needed by
Landlord to comply with ISRA. The foregoing undertakings shall survive the termination or
sooner expiration of the Lease and surrender of the Demised Premises and shall also survive
the sale, lease, or assignment of the Demised Premises by Landlord for a period of one (1)
year.



(c) Tenant shall not generate, store, manufacture, refine, transport, treat, dispose of, or
otherwise permit to be present on or about the Demised Premises any Hazardous Substances
with the exception of de minimis quantities of Hazardous Substances commonly used in the
cleaning and maintenance of general business offices in quantities appropriate to such use.
As used herein, “Hazardous Substance” shall be! defined as any “hazardous chemical,”
“hazardous substance,” “hazardous waste,” or similar term as defined in the Comprehensive
Environmental Response Compensation and Liability Act, as amended (42 U.S.C. §§9601,
et seq.). ISRA, the New Jersey Spill Compensation and Control Act, as amended, (NJ.S.A.
58:10-23.llb, et seq.). any rules or regulations promulgated thereunder, or in any other
present or future Environmental Laws.



(d) Tenant agrees to indemnify, defend, and hold harmless Landlord and each mortgagee of


36









 







the Demised Premises from and against any and all liabilities, damages, claims, losses,
judgments, causes of action, costs, and expenses (including the reasonable fees and expenses
of counsel) that may be incurred by Landlord or any such mortgagee or threatened against
Landlord or such mortgagee, relating to or arising out of any breach by Tenant of this
Paragraph 28, which indemnification shall survive the expiration or sooner termination of
this Lease.



22. Paragraph 29(b) of the Lease is hereby deleted in its entirety and is replaced with the
following provision:



(b) Tenant acknowledges and agrees that neither Landlord, the Morgan Guaranty Trust
Company of New York, as trustee of the Commingled Pension Trust Fund (Special Situation
Investments — Real Estate) of Morgan Guaranty Trust Company of New York, nor any ·
shareholder, officer, director, partner (general or limited), limited liability company member,
tenant-in-common, venturer, trustee, trust beneficiary, grantor, trustee-grantor, or other
individual or entity having an interest in Landlord shall have any personal liability for the
performance of any of the terms, covenants, or conditions to be performed by Landlord under
this Lease; rather, Tenant agrees to look solely to Landlord’s interest and estate in the Land
and the Building for the satisfaction of Tenant’s remedies arising all of or related to this
Lease.



23. The First Amendment is hereby amended to clarify that Tenant did not exercise the option set
forth in Paragraph 15 of the’ First Amendment and is therefore not in possession of the
Interim Expansion Space, which is currently leased and occupied by NUI Corporation,
Successor to Natural Gas Services, Inc.



24. Tenant represents, warrants, and covenants that, to the best of Tenant’s knowledge,
(i) Landlord is not in default under any of its obligations under the Lease, (ii) Tenant is not in
default of any of its obligations under the Lease, and (iii) no event has occurred which, with
the passage of time or the giving of notice, or both, would constitute a default by either
Landlord or Tenant thereunder.



25. Except as modified by this Amendment, the Lease and all the covenants, agreements, terms,
provisions, and conditions thereof shall remain in full force and effect imd are hereby ratified
and affirmed. The covenants, agreements, terms, provisions, and conditions contained in this
Amendment shall bind und inure to the benefit of the parties hereto and their respective
successors and, except as otherwise provided in the Lease as modified by this Amendment,
their respective assigns. In the event of any conflict between the terms contained in this
Amendment and the Lease, the terms herein contained shall supersede and control the
obligations and liabilities of the parties.



26. This Amendment shall become effective only upon execution and delivery thereof by
Landlord and Tenant.



IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and seals as of the date and
year first above written, and acknowledge the one to the other that they possess the requisite
authority to enter into this transaction and to sign this Amendment.




	 	 	 	 	 	 	 
	WITNESS:	 	THE OFFICES AT BEDMINSTER, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Gale & Wentworth, LLC
Authorized Management Agent	 	 
	[illegible]

	 	By:	 	[illegible] 	 	 
	Vice
President 

	 	Name:
	 	[illegible] 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 

	 	Dated:
	 	8/5/99	 	 
	 
	 	 	 	 	 	 
	ATTEST	 	NUI CORPORATION	 	 
	 

	 	By:	 	[illegible] 	 	 
	[illegible] 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

COO & CFO
	 	 
	 

	 	Dated:
	 	8/4/99	 	 




37









 





EXHIBIT A




Additional Premises




38









 






EXHIBIT B




Work Letter




     Section 1.1. The provisions of this Exhibit shall have the same force and effect
as if this Exhibit were a numbered Article of the Lease.



     Section 2.1.



     (a) Landlord agrees that Gale & Wentworth Construction Services, LLC
(“Construction Manager”) shall oversee the construction of the Additional Premises in
accordance with the Final Plans, as hereinafter defined, (the
“Tenant Improvements”) finalized
from the Preliminary Plans, which construction shall be completed in a good and workmanlike
manner and in compliance with all applicable laws and regulations (“Tenant Improvement
Work”). Tenant shall pay to Landlord, in accordance with the terms hereof, the Construction
Cost (as hereinafter defined), against which Tenant shall be entitled to a credit of (i) tenant
improvement allowance of Twenty and 00/100 Dollars ($20.00) per square from of net rentable
area of the Additional Premises, plus (ii) an architectural allowance of One and 50/100 Dollars
($1.50) per square foot of net rentable area of the Additional Premises (collectively, the
“Construction Allowance”). The difference between the Construction Cost and the
Construction Allowance is referred to herein as “Tenant’s Finish Cost.” In the event that any
portion of the Construction Allowance is remaining after the completion of the Tenant improvements,
Tenant acknowledges that Tenant shall not have any right to a credit, offset, or
deduction with respect to said portion.



     (b) No later than October 1, 1999, Tenant shall submit to Landlord and
Landlord’s architect sufficient information to allow Landlord to prepare final plans setting forth
the construction of the Additional Premises as provided in this Section 2.1, and such plans shall
be prepared by Landlord’s architect at Landlord’s expense. Within five (5) business days after
receipt of any proposed final plans from Landlord, Tenant shall approve (which approval shall
not be unreasonably withheld, conditioned, or delayed) or reject same and if rejecting same shall
state the reasons for such rejection. In the event of a rejection by Tenant of any proposed final
plans, Landlord may make changes to the proposed final plans and resubmit them pursuant
hereto. Upon receiving Tenant’s approval to any proposed final plans, such plans shall become
the Final Plans (the “Final Plans”) hereunder. Provided that Tenant has received proposed Final
Plans at least fifteen (15) days prior thereto, Tenant’s failure to approval Final Plans by
December 31,1999 shall constitute a Tenant Delay, as defined in Section 3.3 hereof.



     Section
3.1. Subject to Section 2.1,Tenant shall pay to Landlord Tenant’s Finish Cost in the
following
manner: Landlord shall submit to Tenant monthly invoices for Tenant Improvement Work that has
been completed and for which Tenant’s Finish Cost is due, which invoices shall be submitted on or
before the fifth (5th) day of the calendar month immediately following the month in which such work
has been completed, together with copies of all subcontractor invoices and material invoices
verifying
the Tenant Improvements completed to date. Each invoice, will include a ten percent (10%) retainage
to be withheld on all subcontractor costs until Substantial Completion. There will be no retain age
on
general condition items and fees. Tenant shall pay to Landlord the costs for the same on or before
the
twentieth (20th) day of the calendar month in which such invoice was received. Said payments
of Tenant’s Finish Cost shall be made as Additional Rent, and Tenant shall pay the same in full
and without setoff or deduction the amounts set forth in any invoices received.



     Section 3.2, In the event that Tenant desires any change in the Final Plans,
Tenant shall submit to Landlord revised final plans setting forth the proposed change and
instructing Landlord whether to cease work or cease any segment of work while the change is
approved (in which case the delay shall be a Tenant Delay as hereinafter defined) or whether
Landlord should continue constructing the Additional Premises in accordance with the Final
Plans notwithstanding the proposed change thereto. In the event that no such instructions are
given, Landlord shall continue constructing the Additional Premises in accordance with the Final
Plans without regard to the proposed changes thereto. Within five (5) Business Days after
receipt of any proposed changes in the Final Plans from Tenant, Landlord shall approve or reject
same and if rejecting same shall state the reasons for such rejection. If Landlord has stopped
work, or some segment thereof at Tenant’s request. Landlord shall resume work, or some



39









 




segment thereof at Tenant’s written · instructions from Tenant authorizing the recommencement
of such ‘work. Upon the granting of any approval, Landlord shall notify Tenant of the amount, if
any, of additional Tenant’s Finish Cost arising therefrom (which shall be calculated in the same
manner as the original Tenant’s Finish Cost) and Landlord’s estimate of the delay in completion
that will be caused by such proposed revision to the Final Plans. In the event of a rejection by
Landlord of a proposed revision, Tenant may make changes to the proposed revision and
resubmit it pursuant hereto. Upon receiving Landlord’s approval to any revision, Tenant shall as
soon thereafter as practicable, but in no event in excess of five (5) Business Days, and
understanding that any delay in responding may cause delays in completion substantially greater
than the estimate given by Landlord, authorize the work that Tenant desires by approving in
writing the work and the cost thereof, and submitting to Landlord signed and sealed revised final
plans sufficient for Landlord to obtain all necessary permits and revised final plans. Upon the
submission of such revised final plans, such revised final plans shall become the Final Plans
hereunder. Any delay in completion caused by the revision to the Final Plans, whether greater or
less than Landlord’s estimate, shall be a Tenant Delay.




     Section 33. If (a) a delay shall occur in the completion of the Additional Premises in
accordance
with the Final Plans or any revised Final Plans by the Landlord as the result of (i) Tenant’s
failure
to provide, on or before October 1, 1999, sufficient information for Landlord’s architect to
prepare
proposed Final Plans; (ii) the Final Plans not being approved by Tenant on or before December 31,
1999; (iii) any time periods or deadlines set forth herein not being adhered to by Tenant, its
agents,
employees, or contractors; (iv) any direction by Tenant that the Landlord delay proceeding with the
work or any segment of the work in anticipation of a possible revision to the Final Plans by
Tenant
or for any other reason, (v) any revision to the Final Plans authorized by Tenant, (vi) any delay
caused
by the Construction Cost’s exceeding (or estimated by Construction Manager to exceed) the
Construction
Allowance, as more particularly described in Section 3.4 below, or (vii) any other act · or omission
of
Tenant, its agents, employees, or contractors (any of such events being a “Tenant Delay”); then (b)
the
Effective Date shall (even though no Certificate of Occupancy has been issued or the Additional
Premises
has not been completed) be deemed to be one day earlier than provided for in Paragraph 4 of this
Amendment for each day of such Tenant Delay.


The extent of any Tenant Delay shall be determined in the following manner: Landlord shall notify
Tenant of the estimated length of the Tenant Delay involved as soon as practicable after the
information
necessary to estimate such Tenant Delay is available (which notice shall include the basis for the
Landlord’s estimate) and, as Landlord obtains the information to calculate the actual Tenant Delay,
Landlord shall so notify Tenant, providing it with the basis used in calculating such Tenant Delay.
In the event of a dispute concerning the length. of any Tenant Delay, Landlord’s calculation shall
be used
and the Effective Date shall occur in accordance therewith, provided, however, that Tenant shall
retain
its right to challenge Landlord’s calculation of the length of the Tenant Delay.




     Section 3.4. Notwithstanding anything herein to the contrary, Tenant acknowledges that the
dates set
forth above with respect to the submission of preliminary information to prepare the Final Plans
and the
approval of the proposed Final Plans are based upon the Construction Cost’s being no greater than
the
Construction Allowance. Therefore, if (i) Construction Manager’s reasonable estimate for the
Construction
Cost is (or shall be) in excess of the Construction Allowance and (ii) Construction Manager
reasonably believes
that Construction Manager shall be unable to Substantially Complete the Tenant Improvements on or
before April 1, 2000 due to the same; Tenant acknowledges that a Tenant Delay shall then exist,
the extent of which shall be determined in accordance with Section 3.3 hereof.



     Section 4.1. For he services provided in connection with this Exhibit B, Construction Manager
will be
compensated by receiving a fee (“Construction Manager’s Fee”) equal to ten percent (10%) percent
of the
actual cost incurred by Construction Manager to construct the Additional Premises Improvements
(the total actual cost referred to as the “Construction Cost”). The Construction Cost will include
all
construction-related costs, such as subcontract trade costs; materials; equipment; labor; permits;
and
typical out-of-pocket general condition costs, such as blueprint reproduction, overnight
deliveries,
insurance, security, temporary protection, field office expenses (including, but not limited to,
temporary
phone and beepers, and fax machine use), clean up, dumpsters, etc. Tenant expressly acknowledges
that the
cost of the preparation of all architectural documents, including the Final Plans, shall be a
component of the Construction Cost. Time spent by Construction Manager’s personnel relative
to project executive, project management, estimating, site supervision, the project manager’s
secretary, and accounting will also be a part of .the Construction Cost and reimbursed to



40









 







Construction Manager at 1.35 times the direct salary expense.



     Section 5.1. The liability of Construction Manager to Tenant for any
failure by Construction Manager to perform the construction management services specified
herein or any other obligations of Construction Manager under this Work Letter, or otherwise
under this Amendment, shall in all events be limited to the amount of the Construction
Manager’s Fee; otherwise, Construction Manager (and the shareholders, officers, and directors of
the Construction Manager) shall have no liability to Tenant under this Work Letter, this
Amendment, or the Lease. The parties acknowledge that Construction Manager is acting as
agent of Landlord, and Tenant shall look solely to Landlord’s subject to the limitations of
liability
of Landlord set forth in the Lease, for the performance of the terms, covenants, and conditions of
the Lease and this Work Letter to be performed by Landlord and/or Construction Manager:



41









 





EXHIBIT C




Parking Plans




42









 





FIRST AMENDMENT TO LEASE AGREEMENT



THIS FIRST AMENDMENT TO LEASE AGREEMENT (this
“Agreement”), dated of April 15, 1994, by and between SAMMIS
PLUCKEMIN ASSOCIATES, a California partnership (“Landlord”),
having an office c/o Gale & Wentworth, Inc., Park Avenue at Morris County,
1.00 Campus Drive, suite 300, Florham Park, New Jersey 07932 and NUI
CORPORATION, a New Jersey corporation (“Tenant”) having an address
at 550 Route 206 North, P.O. Box 760, Bedminster, New Jersey
07921-0760.




W I T N E S S E T H:




     WHEREAS, Landlord and Tenant are parties to an Agreement
of Lease dated August 16, 1988 (the “Lease”) for eight thousand one
hundred twelve (8,112) square feet of net rentable area of office
space (the “Initial Demised Premises”) located on the second floor
of a building located at 550 Route 206, Bedminster, New Jersey (the
“Building”); and



     WHEREAS, the Lease provided for’ an Expiration Date of
August 31, 1994 and the parties have agreed to renew and amend the
Lease as set forth in this Amendment.



     NOW, THEREFORE, in consideration of the mutual promises
contained herein and One Dollar and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:



     1. The parties hereby agree to modify and amend the,
Lease as provided in this Amendment. The effective date of this
Amendment shall be August 1, 1994. Prior to said date, the Lease
shall remain in effect as it exists on the d.ate hereof. Upon the
effective date, the provisions of this Amendment shall modify,
supersede and govern any provisions of the Lease which are inconsistent
herewith or contrary hereto.



     2. Capitalized terms used in this Amendment shall have
the meaning given to such term in the recitals to this Amendment
and this Paragraph 2, or elsewhere in this Amendment, and in the
absence of a specific definition set forth herein shall have the
meaning given to such defined term in the Lease. The following
terms, whenever used in this Amendment, shall have the meaning set
forth below:



          (a) Demised Premises: as provided in Paragraph 5 of
this Amendment.



          (b) Interim Expansion Space; five thousand and
seventy-five (5,075) square feet of net rentable area of office
space on the first floor of the Building, which space is presently
occupied by Chubb Insurance company and Coca-Cola Company and which
space is depicted in the floor plan attached to this Amendment and
made part hereof as Schedule “All.



          (c) Final Expansion Space: seven thousand and
sixty-eight (7,068) square feet of net rentable area of office
space. on the second floor of the Building, which space is presently
occupied by Purcell, Ries, Shannon, Mulcahy & O’Neill and which
space is depicted on the floor plan attached to this Amendment and
made part hereof as Schedule “B”.



43









 






          (d) Interim Expansion Space Commencement Date:
August 1, 1994 or, if the Interim Expansion Space is not yet available
and/or the Interim Space Modifications have not been completed
by that date, the actual date on which the tenants presently
occupying the Interim Expansion Space have vacated the same and
Landlord has completed the Interim Space Modifications, which date
Shall be confirmed by the parties through the execution of a
commencement date memorandum specifying the same;



          (e) Interim Space Modifications: the construction
of a framed opening in the Interim Expansion space demising wall
and the patching and repairing of the carpet and ceiling as required
to provide a reasonably matching appearance in the areas
affected by such construction.



          (f) Final Expansion Space Commencement Date: the
actual date on which .the tenant presently occupying the Final Expan-
sion Space has vacated the same and the Expansion Space Improve-
ments have been completed, as provided in Paragraph :10 of this
Amendment, which date shall be confirmed by the parties through
their execution of a commencement date memorandum specifying the
same and which date is estimated to be sometime between April and
October 1995 but shall not be later than January 1, 1996.



          (g) Expansion Space Improvements: the improvements
depicted on the Final Plans (as such term is defined in the’ work
letter attached to this Amendment and made part hereof as Schedule
“C”) for the Final Expansion Space.



          (h) Expansion Space construction Allowance: as set
forth in the work letter attached to this Amendment and made part
hereof as Schedule “C”.



          (i) New Term: seven (7) years and one month
commencing on August 1, 1994, and expiring on the New Expiration
Date.



          (j) New Expiration Date: midnight on August 31, 2001



     3 . Landlord hereby agrees to lease to Tenant and Tenant
does hereby lease from Landlord the Demised Premises for the New
Term.



     4. Tenant shall have the option to extend the New Term
for two five year Renewal Terms, the first Renewal Term commencing
on the day following the New Expiration Date and expiring on the
fifth anniversary of the New Expiration Date and the second Renewal
Term commencing on the day following the fifth anniversary of the
New Expiration Date and expiring on the tenth anniversary of the
New Expiration Date. Said Renewal Terms are in lieu of any other
Renewal Term and Tenant shall have no further renewal rights under
the Lease after the expiration of the two five-year Renewal Terms
provided in this Amendment. Except as modified herein, the
Tenant’s exercise of such renewal rights shall be governed by
Paragraph 24 of the Lease; provided, however, that the required
notice in writing to Landlord of Tenant’s intention to renew the
Lease shall be given nine (9) months prior to the fifth anniversary
of the New Expiration Date with respect to the second Renewal Term.



     5. As used in this Amendment, the “Demised Premises”
shall refer to and include the following:



44









 







          (a) from the date hereof until the Interim Expansion
Space Commencement Date, the Demised Premises shall refer to
and include the Interim Demised Premises only;



          (b) from the Interim Expansion Space Commencement


Date until the Final Expansion Space Commencement Date, the Demised
Premises shall ref r to and include both the Initial Demised
Premises and the Interim Expansion Space; and



          (c) from the Final Expansion Space Commencement
Date until the New Expiration Date (or until the expiration of the
last Renewal Term for which Tenant exercises its option to renew
this Lease as provided herein), the Demised Premises shall refer to
and include the Initial Demised Premises and the Final Expansion
Space provided, however, that if Tenant exercises the option to
lease the Interim Expansion Space beyond the Final Expansion Space
Commencement Date pursuant to paragraph 15 of this Amendment, the
Demised Premises shall then refer to the Initial Demised Premises,
the Interim Expansion Space and the Final Expansion Space.
;



     6. If the Interim Expansion Space commencement Date
does not occur on July 1, 1994, then from and after July 1, 1994
and until the Interim Expansion Space Commencement Date, Tenant
shall pay as Fixed Rent hereunder the sum of Twenty-five Dollars
and seventy-five cents ($25.75) per square foot of net rentable
area of office space in the Demised Premises per annum or a total
of Two Hundred Eight Thousand Eight Hundred Eighty-four Dollars
($208,884.00) per annum. From and after the Interim Expansion
Space Commencement Date until the Final Expansion Space Commencement
Date Tenant shall pay as Fixed Rent hereunder the sum of
Twenty-five Dollars and Seventy-five cents ($25.75) per square foot
of net rentable areal of office space in the Demised Premises per
annum or a total of Three Hundred Thirty-nine Thousand Five Hundred
Sixty-five Dollars and Twenty-five cents ($339,565.25) per annum
(subject to adjustment based on any reduction in the net rentable
area of the Interim Expansion Space as provided in Paragraph 2(b)
of this Amendment). From the Final Expansion Space Commencement
Date until the New Expiration Date, Tenant shall pay as Fixed Rent
hereunder the sum of Twenty-five Dollars and Seventy-five cents
($25.75) per square foot of net rentable area of office space in
the Demised Premises (being the Initial Demised Premises and the
Final Expansion Space per annum or a total of Three Hundred Ninety
Thousand Eight Hundred Eighty-five Dollars ($390,885.00) per annum;
provided, however, that if Tenant exercises the option to lease the
Interim Expansion Space beyond the Final Expansion Space
commencement Date pursuant to paragraph 15 of the Amendment, from
the Final Expansion space Commencement Date until the New
Expiration Date Tenant shall pay, in addition to the Fixed Rent
specified in the preceding clause, the Fair Market Value for the
Interim Expansion Space defined in and determined in accordance
with Paragraph 24 of the Lease. During the Renewal Terms, Tenant
shall pay as Fixed Rent hereunder the Fair Market Value as defined
in and determined in—accordance with Paragraph 24 of the Lease, but
in no event shall the annual Fixed Rent per square foot payable
during the first Renewal Term be less than the annual Fixed Rent
per square foot payable during the year preceding the first Renewal
Term and in no event shall the annual Fixed Rent per square foot
payable during the Second Renewal Term be less than the annual
Fixed Rent payable during the first Renewal Term. The Monthly
Fixed Rent shall be an amount equal to one-twelfth (1/12) of the
annual Fixed Rent specified in this Paragraph 6 of this Amendment.



45









 





     7. Notwithstanding anything to the contrary set forth
herein, Tenant shall be entitled to an abatement of Monthly Fixed
Rent in the amount of Seventy-five Thousand Eight Hundred Thirty-three
Dollars ‘and Seventy-five cents ($75,833.75), which amount
shall be credited to or applied against Tenant’s Monthly Fixed Rent
obligation by a monthly reduction of Fifteen Thousand One Hundred
Sixty-six Dollars and Seventy-five cents ($15,166.75) per month for
the first five (5) months occurring after the Final Expansion Space
Commencement Date. Tenant shall continue to pay Additional Rent
during said rent abatement period. The rent abatement period
specified in Paragraph 2 (d) of the Lease has expired and is no
longer applicable.



     8. Tenant’s Proportionate Share shall remain at Four
and thirty-two hundredths percent (4.32%) until the Interim
Expansion Space Commencement Date on which date Tenant’s Proportionate
Share shall be increased to Seven and two hundredths percent (7.02%).
On the Final Expansion Space Commencement Date,
Tenant’s Proportionate Share shall be increased to Eight and eight
hundredths percent (8. 08%) provided, however, that if Tenant
exercises the option to lease the Interim Expansion Space beyond
the Final Expansion Space Commencement Date pursuant to paragraph
15 of this Amendment, on the Final Expansion Space commencement
Date Tenant’s Proportionate Share shall be increased to Ten and
seventy-nine hundredths percent (10.79%). Said percentages were
determined by dividing the net rentable area of the Demised
Premises by the net rentable area of the Project (as such term is
defined in the Lease).



     9. Effective on August 1, 1994, the Initial Year, as
defined in Paragraph 3 of the Lease, shall be changed to the
calendar year 1995. The limitation on Additional Rent contained in
Paragraph 3(c) (1) is no longer in effect.



     10. The Final Expansion Space shall be deemed ready for
occupancy and the Final Expansion Space Commencement Date shall
occur on such later date that (a) the Final Expansion space shall
be delivered to Tenant in tenantable condition, free of violations
of any health, safety, fire and other statutes and regulations
governing the Final Expansion Space and its use, all of which shall
be established by the issuance of a certificate (temporary or
final) by appropriate governmental authority, permitting occupancy
of the Final Expansion Space for general office use; and (b)
Landlord has substantially completed the Expansion Space Improvements
(and Landlord shall be deemed to have substantially completed
such work notwithstanding that minor or insubstantial details of
construction, mechanical adjustment or decoration remain to be performed
in the Final Expansion Space or any part thereof, the non-completion
of which does not materially interfere with Tenant’s use
of the Final Expansion Space). If the occurrence of any of the
conditions listed in the preceding sentence, and thereby the making
of the Final Expansion Space ready for occupancy, shall be delayed
due to a Tenant Delay (as defined in Section 3.3 of the Work Letter
attached hereto and made part of this Amendment as Exhibit “C”,
then the Final Expansion Space Commencement Date shall be accelerated
by a time period equal to the number of days of Tenant Delay
so caused by Tenant.



     11. Landlord agrees to construct the Expansion Space
Improvements in accordance with the terms, conditions and provisions
set forth on the work letter attached to this Amendment and



46









 







made part hereof as Schedule “C”.



     12. Upon the Final Expansion Space Commencement Date,
Tenant shall vacate the Interim Expansion Space delivering possess
ion of the same to Landlord in the same good order and condition I
wear and tear from reasonable use thereof excepted, as required
under the Lease with respect to Tenant’s obligation to vacate the
Demised Premises upon the Expiration Date.



     13. Upon the Final Expansion Space Commencement Date ,
Tenant shall be allocated six (6) additional parking spaces in the )
Building’s covered garage, which spaces shall be located as depicted
on the parking plan attached to this Amendment and made
part hereof as Schedule “D”.



     14. Landlord shall provide Tenant with a Ten Thousand
Dollar ($10,000.00) allowance for refurbishing the Initial Demised
Premises, which sum shall be credited against Tenant’s Monthly
Fixed Rent Obligation due on August 1, 1994.



     15. Tenant is hereby granted the option to lease the
Interim Expansion Space for a term commencing on the Expansion
Space Commencement Date and expiring on the New Expiration Date.
In the event that Tenant desires to exercise this option, it shall
give notice in writing to Landlord of its intention to lease the
Interim Expansion Space beyond the Final Expansion Space
Commencement Date on or before the date which is the earlier of (i)
the Final Expansion Space Commencement Date or (ii) July 1, 1995.
All the terms and conditions of the Lease, as modified by this
Amendment, shall remain in effect and apply to the continued
leasing of the Interim Expansion Space except that the annual Fixed
Rent payable with respect to the Interim Expansion space shall be
the Fair Market Value as defined in and determined in accordance
with Paragraph 24 of the Lease, but in no event shall the annual
Fixed Rent for the Interim Expansion Space be less than Twenty-five
Dollars and Seventy-five cents ($25.75) per square foot of net
rentable area of office space in the Interim Expansion Space per
annum.



     16. Paragraph 15 of the Lease is hereby deleted and the
following is hereby inserted in its place:



          15. Services; Electric Energy



          (a) Landlord will: (i) supply heat and air
conditioning to the Demised Premises and the interior
public portions of the Project during Business Hours in
accordance with the New Jersey state Energy Code
standards; i.e. when the outside temperature is 13
degrees F the HVAC shall be sufficient to provide an
inside temperature of 70 · degrees F, when the outside
temperature is 91 degrees dry bulb or 74 degrees wet
bulb, the HVAC shall be sufficient to provide an inside
temperature of 75 degrees F (ii) provide snow and ice
removal for the parking area, sidewalks and driveways in
a reasonably expeditious manner; and (iii) provide refuse
removal from a dumpster to be provided on site to be used
for normal waste attendant to an office building.
“Business Hours’” as used in this Agreement, means the
generally customary daytime business hours of Tenant but
not before 8:00 A.M. or after 6:00 P. M. of days other
than Saturdays, Sundays, and those legal holidays listed



47









 





in Exhibit “0” annexed hereto and made a part hereof.
Tenant agrees at all times to cooperate fully with
Landlord and to abide by all the regulations and
requirements which Landlord may prescribe for the proper
functioning and protection of such air conditioning
system. Landlord will clean the Demised premises in
accordance with the cleaning schedule annexed hereto as


Exhibit “D-1”. The cost of the services and utilities
provided pursuant to this Paragraph 15 (a) is included in
Expenses as defined in Paragraph 3(a). Notwithstanding
the foregoing, Landlord agrees to maintain the Project,
including but not limited to, the building, all common
areas, the HVAC systems, plumbing and electrical systems
and all other building systems and to operate the project
as a first class office project.




          (b) Provided Tenant is not then in default
of this Agreement, Landlord will provide to Tenant overtime
services and utilities when and to the extent reasonably
requested by Tenant or when activated by Tenant’s use of
an overtime thermostat and time clock and in accordance
with such reasonable conditions as shall be determined by
Landlord. Tenant shall pay to Landlord, as Additional
Rent, a standard charge determined by Landlord applicable
to all Tenants for such additional service and utilities
which charge shall cover all costs and expenses of
Landlord in providing such overtime services, including,
without limitation, the cost of the utility usage, the
cost of maintenance, repairs and inspections of such
building systems and employee and administrative costs
related to such services. Such charges shall constitute
a direct charge to Tenant and not to an Expense pursuant
to Paragraph 3.



          (c) Landlord reserves the right, without
liability to Tenant and without constituting any claim of
constructive eviction, to stop or interrupt any heating,
lighting, Ventilating, air conditioning, gas, steam,
power, electricity, water or other service and to stop or
interrupt the use of any building or Project facilities
at such times as may be necessary and for as long as may
reasonably be required by reason of accidents, strikes,
or the making of repairs, alterations or improvements, or
inability to secure a proper supply of fuel, gas, steam,
water, electricity, labor or supplies, or by reason of
any other similar or dissimilar cause beyond the
reasonable control of Landlord. No such stoppage or
interruption shall entitle Tenant to any diminution or
abatement of rent or other compensation nor shall this
Agreement or any of the obligations of Tenant be affected
or . reduced by reason of any such stoppage or
interruption.



          (d) As an incident to this Lease and
as a part of the rental consideration hereunder, Landlord shall
install transmission facilities in the Demised Premises,
so that electric energy may be used by Tenant in the
Demised Premises in such reasonable quantity as shall be
sufficient to meet Tenant’s needs for
9 an the operation of its business machines,



48









 







including photocopy equipment and computer and data
processing equipment.



          (e) Within ninety (90) days after the Interim
Expansion Space Commencement Date, a survey (the
“Survey”) shall be made by a licensed independent
electrical engineer selected by Landlord (“Surveyor”) to
determine the amounts to be charged Tenant for usage of
the electrical energy provided pursuant to Paragraph
J.5(d) above. The amounts determined by said Survey shall
be based upon certain theoretical assumptions
incorporating approximate estimates of the’ probable
consumption of electric energy by the lighting fixtures
and other “equipment and business machines installed in
the Demised Premises, the anticipated periods of
operation of such lighting fixtures, equipment and
machines and the cost of furnishing such electric energy.
The determination of the electricity charges by the
Surveyor shall be expressed as an annual dollar amount
per square foot of the Demised Premises and shall be
binding and conclusive on Landlord and on Tenant unless
within fifteen (15) ,days after the delivery of a copy of
such determination to Tenant, Tenant dispute such
determination by written notice to the Landlord. Pending,
the resolution of any such dispute, however, Tenant shall.
pay to Landlord in accordance with the provisions of this,’
Paragraph 15(e), the amount as determined by the
Surveyor; provided, however, that if the electricity
charge as finally determined is different from that
determined by the Surveyor, then Landlord and Tenant
shall make adjustment for any deficiency owed by Tenant
or overage paid by Tenant pursuant to the determination
of the Surveyor. Any dispute by Tenant over the
determination of electricity charges by the Surveyor
shall be resolved by Tenant and Landlord selecting a
different licensed electrical engineer acceptable to both
Landlord and Tenant, to prepare a new survey, which new
survey shall be binding on Landlord and Tenant. The cost
of such new survey shall be borne by Tenant unless the
amount determined by the Surveyor shall be more than ten
percent (10%) less than that determined in the disputed
survey, in which latter event Landlord shall bear such
cost.



          (f) Throughout the term of this Lease,
Landlord, at Landlord’s expense, may cause a new Survey to
be made by the Surveyor to determine if a further adjustment in the
electricity charges is warranted. When any such Survey
(the “Subsequent survey”) is so completed and delivered
to Tenant, the cost of electricity as set forth in the
Subsequent Survey shall become binding upon both parties
as of the first day of the month next succeeding the
month in which Landlord receives a copy of the Subsequent
Survey, unless fifteen (15) days after the delivery of
such Subsequent Survey, Tenant notifies Landlord, in
writing that it disputes the amount set forth in said
subsequent Survey. Settlement of the dispute shall be
made in the same manner as provided in Paragraph 15(e) of
this Lease.



          (g) The charge for electricity determined in



49









 







accordance with the provisions of subparagraphs
(e) and (f) of this Paragraph 15 shall be paid by Tenant to
Landlord as Additional Rent hereunder in the following.
manner:




(i) commencing on the Interim Expansion Space
Commencement Date and on the first day of each
month thereafter until the provisions of
Paragraph 15(e) become effective, an amount
equal to the sum of $1.00 per square foot per
annum, or $.0833 per square foot per month
multiplied by the net rentable area of the
Demised Premises which sum shall represent the
estimated electricity charge applicable to the
Demised Premises;




(ii) commencing on the first day of the month
next succeeding the month in which Landlord
and Tenant receive a copy of the Survey, an
amount equal to one-twelfth ( 1/12) of the
annual electricity charge allocable to the
Demised Premises as determined by the Survey;
And




(iii) on the first day of each month
thereafter, throughout the term of this Lease
one-twelfth (1/12) of the annual electricity
charge allocable to the Demised Premises as
determined by the Surveyor any Subsequent
Survey.


Within thirty (30) days after determination of the
electricity charge in accordance with the Survey,
Landlord or Tenant, as the case may be, shall reimburse
the other party for any overpayment or underpayment of
such charge calculated by comparison of the total amount
of estimated electricity charges paid with the amount
which would have been payable since the Interim Expansion
Space Commencement Date in accordance with the Survey.




     (h) If the cost to Landlord of electricity shall be
increased or decreased subsequently, by change in
Landlord’s electric rates, charges, fuel adjustment, or
by taxes of any kind imposed thereon, or for any other
reason, then the aforesaid electricity charge as
determined by the Surveyor Subsequent Survey shall
be increased or decreased proportionately.



          (i) If Landlord discontinues furnishing
electric energy to Tenant, Tenant shall
arrange to obtain electric energy directly
from the public utility company furnishing
electric service to the Building. Such
electric energy may be furnished to Tenant by
means of the then existing Building System
feeders, risers and wiring to the extent that
the same are available, suitable and safe for
such purposes. All meters and additional
panel boards, feeds, risers, wiring and other
conductors and equipment which may be required
to obtain electric energy directly from such
public utility company shall be installed by



50









 







Landlord at Landlord’s expense. There shall
be no discontinuance of the furnishing of
electric current to the Demised Premises by
Landlord until Tenant has completed its
arrangements to obtain electric current directly
from the public utility company
furnishing electric current to the Building so
that there is no interruption in the continuity
of electric service.



     (j) In the event that Tenant shall require electric
energy for use in the Demised Premises in excess of the
quantity to be initially furnished as herein provided and
if, in Landlord f s judgment, such excess requirements
cannot be furnished unless additional risers, conduits,
feeders, switchboards and/or appurtenances are installed
in the Project, Landlord, upon written request of Tenant,
shall proceed with reasonable diligence to install such
additional. risers, conduits, feeders, switchboards and/or
appurtenances, provided the same and the use thereof
shall not cause permanent damage or injury to the Project
or the Premises, or cause or create a dangerous or
hazardous condition, or entail excessive or unreasonable
alterations or repairs, or interfere with or disturb
other tenants or occupants of the Project, and Tenant
agrees to pay all costs and expenses incurred by Landlord
in connection with such installation.



     (k) Landlord, at Tenant’s expense, shall purchase
and install all lamps (including, but not limited to,
incandescent and fluorescent), starters and ballasts used
in the Demised Premises.



     (1) In order that Landlord may at all times have
all necessary information which it requires in order to
maintain and protect its equipment, Tenant agrees that
Tenant will not make any’ material alteration or material
addition to the electrical equipment and/or appliances in
the Demised Premises without the prior written consent of
Landlord in each instance, which consent shall not be
unreasonably withheld, and will promptly advise Landlord
of any other alteration or addition to such electrical
equipment and/ or appliances. Tenant agrees to advise
Landlord in writing as to any material change in the
periods of use of the lighting fixtures. and Tenant’ s
business machines and equipment.



     (m) Landlord shall in no way be liable or
responsible to Tenant for any loss or damage or expense
which Tenant may sustain or incur by reason of any
failure, inadequacy or defect in the character, quantity
or supply of electrical energy furnished to the Demised
Premises except for actual damage other than property
damage suffered by Tenant by reason of any negligence of
Landlord.


17. Paragraph 18 of the Lease is hereby amended to
indicate that notices to Landlord shall be addressed as follows:




To Landlord:

Sammis Pluckemin Associates

c/o Gale & Wentworth, Inc.




51









 







Park Avenue at Morris County

100 Campus Drive, Suite 300

Florham Park, New Jersey 07932

Attn: Mr. Jonathan G. Thorpe




To Tenant:

NUI Corporation

550 Route 206 North

P. O. Box 760

Bedminster, New Jersey 07921-0760

Attn; Corporate Secretary



18. Except as expressly amended herein, the Lease is
hereby reaffirmed and confirmed in all respects.



19. This Amendment shall be binding upon and shall inure
to the benefit of the parties hereto and their successors and
permitted assigns.



IN WITNESS WHEREOF, this First Amendment to Lease Agreement
has been executed by the parties on the date and year first
written above.




	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	LANDLORD:	 	 
	 	 	 	 	SAMMIS PLUCKEMIN ASSOCIATES

a California partnership	 	 
	 
	 	 	 	 	 	 	 	 
	[illegible] 
	 	 	 	By:	 	[illegible] 	 	 
	 

	 	 	 	 	 	[illegible] 
	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	TENANT:	 	 	 	 
	 	 	 	 	NUI ASSOCIATES

a New Jersey Corporation	 	 
	[illegible] 

	 	 	 	By:	 	[illegible] 	 	 
	 

	 	 	 	 	 	 

	 	 






52









 






SCHEDULE A




Interim Expansion Space




53









 





SCHEDULE B




Interim Expansion Space




54









 





SCHEDULE “C”




WORK LETTER TO FIRST AMENDMENT TO LEASE

Between

SAMMIS PLUCKEMIN ASSOCIATES

and

NUICORPORATION



Section 1.1. The provisions of this Schedule shall have
the same force and effect as if this Schedule were a numbered
Article of the Amendment.



Section 2.1. Landlord agrees to construct the Final
Expansion Space in accordance with Final Plans (as hereinafter
defined) which construction shall be completed in a good and
workmanlike manner and in compliance with all applicable laws and
regulations. Tenant shall pay to Landlord, in accordance with the
terms hereof, the Construction Cost (as defined in section 4.1
hereof), against which Tenant shall be entitled to a credit of
Twenty Dollars ($20.00) per rentable square foot of the Final
Expansion Space, being One Hundred Forty-one Thousand Three
Hundred sixty Dollars ($141,360.00). The difference between the
construction Cost and Tenant’s credit toward the cost of the
construction is referred to herein as “Tenant’s Finish Cost.”



Section 3.1. Subject to Section 2.1, Tenant shall pay
to Landlord Tenant’s Finish cost within ten (10) days of Landlord’s
submission of a requisition for payment of same, which requisition
shall not be submitted prior to the issuance of a temporary or
permanent certificate of occupancy for the Final Expansion Space.
Tenant’s Finish Cost. shall be Additional Rent and Tenant shall pay
such amount in full, without set-off or deduction.



Section 3.2. (a) Tenant shall submit to Landlord and
Landlord’s architect sufficient information to allow Landlord to
prepare proposed final plans setting forth the final construction
plans for the construction of the Final Expansion Space as provided
in this section 3.2(a). Such plans shall be prepared by Landlord’s
architect at Landlord’s expense. Within five (5) business days
after receipt of any proposed final plans from Landlord, Tenant
shall approve or reject same and if rejecting same shall state the
reasons for such rejection. In the event of a rejection by Tenant
of any proposed final plans, Landlord may make changes to the
proposed final plans and resubmit them pursuant hereto. Upon
receiving Tenant’s approval to any proposed final plans, such plans
shall become the Final Plans hereunder (the “Final Plans”)
Provided that Tenant has received proposed Final Plans at least
fifteen (15) days prior thereto, Tenant’s failure to approve Final
Plans by the later of (i) January 1, 1995 or (ii) the date which .is
forty-five (45) days after the date on which Landlord gives Tenant.
notice that the Final Expansion Space has · been ·vacated by its
current-tenant shall-constitute a Tenant Delay, as defined in
section 3.3 hereof.




     (b) In the event that Tenant desires any



55









 








change in the Final Plans, Tenant shall submit to Landlord revised
final plans setting forth the proposed change and instructing
Landlord whether to cease work or cease any segment of work while
the change is approved (in which case the delay shall be a Tenant
Delay as hereinafter defined) or whether Landlord should continue
constructing the Final Expansion Space in accordance with the Final
Plans notwithstanding the proposed change thereto. In the event
that no such instructions are given, Landlord shall continue
constructing the, Final Expansion space in accordance with the Final
Plans without regard o the proposed changes thereto. Within three
(3) business days after receipt of any proposed change in the Final
Plans from Tenant, Landlord shall approve or reject same and if
rejecting same shall state the reasons for such rejection. If
Landlord has stopped work, or some segment thereof at Tenant’s
request, Landlord shall resume work, or some segment thereof at
Tenant’s written instructions from Tenant authorizing the recommencement
of such work. Upon the granting of any approval,
Landlord shall notify Tenant of the amount, if any, of additional
Tenant’s Finish Cost arising therefrom (which shall be calculated
in the same manner as the original Tenant’s Finish cost) and
Landlord’s good faith estimate of the delay in completion that will
be caused by such proposed revision to the Final Plans. In the
event of a rejection by Landlord of a proposed revision, Tenant may
make changes to the proposed revision and resubmit it pursuant
hereto. Upon receiving Landlord’s approval to any revision, Tenant
shall, as soon there-after as practicable, but in no event in
excess of five (5) business days, and understanding that any delay
in responding may cause delays in completion substantially greater
than the estimate given by Landlord, authorize the work that Tenant
desires by approving in writing the work and the cost thereof, and
executing revised final plans to enable Landlord to obtain all
necessary permits and approvals to construct the Final Expansion
Space in accordance with such revised final plans. Upon the
approval of such revised final plans, such revised final plans
shall become the Final Plans hereunder. Any delay in completion
caused by the revision to the Final Plans, whether greater or less
than Landlord’s estimate, shall be a Tenant Delay (as hereinafter
defined).


Section 3.3. If, (a) a delay actually occurs in the
completion of the Final Expansion Space in accordance with the
Final Plans or any revised Final Plans by the Landlord as the
result of (i) any delay in approving and executing the Final Plans
to Landlord by the time and in the form required by section 3.2(a)
hereof, (ii) any direction by Tenant that the Landlord delay
proceeding with the work or any segment of the work in anticipation
of a possible revision to the Final Plans by Tenant or for any
other reason, (iii) any revision to the Final Plans authorized by
Tenant, or (iv) any other act or omission of Tenant, its agents,
employees or contractors (any of such events being a “Tenant
Delay”), then (b) the Final Expansion Space Commencement Date shall
(even though no certificate of occupancy has been issued or the
Final Expansion Space has not been completed) be deemed to be one
day earlier than provided for in Paragraphs 2 (f) and 10 of the
First Amendment To Lease for each day of such Tenant Delay.



The extent of any Tenant Delay shall be determined in the
following manner: Landlord shall notify Tenant of the estimated




56









 









length of the Tenant Delay involved as soon a practicable after the -
information. necessary to estimate such Tenant Delay is available
(which notice shall include the basis for the Landlord’s estimate)
and, as Landlord obtains the ‘information to calculate the actual
Tenant Delay, Landlord shall so notify Tenant, providing it with
the basis used in calculating such Tenant Delay. In the event of
a dispute concerning the length of any Tenant Delay, Landlord’s
calculation shall be used and the Final Expansion Space
Commencement Date shall occur in accordance therewith, provided,
however, that Tenant shall retain its right to challenge Landlord’s
calculation of the length of the Tenant Delay.



Section 4.1. The 1 “Construction Cost” as defined herein
shall be the actual costs to Landlord (such actual costs to be
limited to hard costs and the following general condition soft
costs only: permits, blue-prints, ,clean-up, dumpsters, job site
supervision, overnight deli very charges, architect’s fees and
temporary protection) of the construction of the Final Expansion
Space in accordance with the Final Plans, plus four percent (4%) of
such actual cost as profit to Landlord and six percent (6%) of such
actual cost as a payment to Landlord to compensate Landlord for its
overhead costs.



Section 4.2. Prior to accepting and awarding any bid
for work ‘on the Final Expansion Space. Landlord shall submit to
Tenant for Tenant’s review and recommendation copies of all bids
received by Landlord for such work. Tenant shall provide Landlord
with Tenant’s recommendation regarding the approval of same within
three business days. of’ Tenant’s receipt of said bid copies ..
Landlord shall consider Tenant’s recommendation and either accept
such recommendation or, in those instances where Landlord declines
to accept Tenant’s recommendation, provide Tenant with a written
explanation of its reasons for ,rejecting the same.




57









 








SCHEDULE D




Parking Plan

(covered)




58









 





AGREEMENT OF LEASE




between




SAMMIS PLUCKEMIN ASSOCIATES,

Landlord




and




N.U.I. CORPORATION,

Tenant




THE OFFICES AT BEDMINSTER

350 Route 206

Bedminster, New Jersey




59









 






     LEASE AGREEMENT DATED AUGUST 16, 1988



     BETWEEN SAMMIS PLUCKEMIK ASSOCIATES, (“landlord”), having an
office at c/o SAMMIS COMPANY. 17922 Fitch Avenue. Irvine, California
92714. AND K.U.I. CORPORATION, a New Jersey corporation (“Tenant”). having
an address at 1011 Route 22, P.O. Box 6060. Bridgewater, New Jersey 08807.



PREAMBLE



BASIC LEASE PROVISIONS AND DEFINITIONS.




     In addition to other terms elsewhere defined in this lease, the
following terms whenever used in this lease should have only the meanings
set forth in this Preamble. unless such meanings are expressly modified.
limited or expanded elsewhere herein.



     1. Premises or Demised Premises: Outlined in red on the
floor plan annexed hereto and made a part hereof as Exhibit A consisting of
approximately 8.112 square feet of Net Rentable Area, together with all
fixtures, equipment, improvements and installations attached thereto and
designated Suite No. 202 in the building located at 350 Route 206 said
building being part of an office building project known as The Offices at
Bedminster. consisting of two office buildings having a total Net Rentab1e
Area of 187,765 square feet (hereinafter referred to as the “Project”) in
the Township of Bedminster, County of Somerset, New Jersey. as described
in Exhibit A-1 attached hereto and made a part hereof.



     2. Term: Five (5) years and six (6) months.



     3. Expiration Date: Midnight on the last day of the calendar


month occurring five 5 years and six (6) months after the Commencement
Date.



     4. Permitted Use: General office use.



     5. Fixed Rent: One Hundred Fifty-Six Thousand One Hundred
Fifty-Six Dollars ($156,156) per annum from the Commencement Date until
the day immediately prior to the sixth month following the fifth anniversary
of the Commencement Date subject however to the rent concession provided
for in Paragraph 6 below.



     6. Monthly Fixed Rent: One-Twelfth of Fixed Rent being
Thirteen Thousand Thirteen and 00/100 Dollars ($13,013.00) per month it
being understood that Tenant shall not be obligated to pay Monthly Fixed
Rent for the second through and including the seventh month of the first
year of the Lease.



     7. Late Charge: Three percent (3%) of the amount of the
payment due.



     8. Tenant’s Proportionate Share of Expenses: Four and Thirty-
Two hundredths percent (4.32%) arrived at by dividing the Net Rentable
Area of the Demised Premises (which for the purposes of this Lease
agreed to be 8,112 square feet) by (i) the Net Rentable Area of the
Project (which for the purposes of this Lease is agreed to be 187 to 765
square feet).



     9. Estimate of Expenses: The Estimate of Expenses initially



60









 




Established by Landlord is Five and 25/100 Dollars($5.25) per rentable
square foot of Area of the Demised Premises per annum which computes to
be Forty-Two Thousand Five Hundred Eighty-Eight Dollars ($42.588) per
annum or Three Thousand Five Hundred Forty-Nine and 00/100 Dollars
($3.549.00) per month.



10. Security Deposit: None.



11. Tenant’s S.I.C. Code and Address for Environment Information (as per most 
recent S.I.C. Manual as published by the United States Office of Management & Budget):



12. Designated Broker: Alexander Summer and Company.



13. Party Responsible to the Designated Broker: Landlord.



14. Number of Tenant Allocated Parking Spaces: Thirty-four (34) consisting of
six 6) exclusive spaces “Exclusive Spaces”) as shown on the Parking Plan attached hereto
and made a part hereof as Exhibit E and twenty-eight (28) non-exclusive spaces
(“Non-Exclusive Spaces”):



15. Renewal Term: Two Five (5) year terms.



16. Tenant’s Construction Allowance: One Hundred Sixty-Three
Thousand Two Hundred Forty Dollars ($163,240) per Exhibit B attached
hereto and made a part hereof.



The parties hereby agree to the following terms and conditions:



1. Premises, Term and Purpose.




     (a) Landlord does hereby lease to Tenant, and Tenant does
hereby lease from Landlord, the Demised Premises located in the Project for
the Term commencing on the “Commencement Date” as defined in Subparagraph
(b) of this Paragraph 1, and ending on the Expiration Date, or such earlier
date upon which the term may expire or be terminated pursuant to the
provisions of this Lease or pursuant to Law. The parcel of land on which
the Project is located is hereinafter called the “Land” and is more
particularly described on Exhibit A-I annexed hereto and made a part
hereof.



     (b) For purposes of this Lease the Commencement Date
shall be November 30, 1988 subject to the provisions of Paragraph 4(b).



     In the event that the Commencement Date hereunder is delayed
beyond November 30. 1988 due to causes’ hereinafter referred to as
“landlord’s Delays”, which are any delays including
but not limited to,
delays of the nature set forth in Paragraph 25 herein. other than delays
caused by Tenant of the nature specified in the second sentence of
Paragraph 4(b) hereof Landlord agrees to ‘pay as liquidated damages the
amount of the penalty portion of any holdover rent paid by Tenant pursuant
to Paragraph 26 of Tenant’s lease with Holcroft Associates, as landlord,
for the premises located at 1011 Route 22. Bridgewater, New Jersey, which
1 ease is dated July 12, 1984 (the “Former Lease”) with respect to the
period of continued occupancy of said premises by Tenant from and after
December 1,1988 attributable to Landlord’s Delays. In addition, Landlord
shall pay to Tenant the entire holdover rent, if any, payable by Tenant
pursuant to the Former Lease from the Commencement Date herein until such
date as the holdover period under the Former Lease has expired. It shall
be a condition of Tenant’s right to payment pursuant to the preceding



61









 






sentence that Tenant shall give written, notice of its intended date of
termination to the landlord under the Former Lease not less than sixty (60)
days prior to such date, provided that Landlord shall have notified Tenant
of the expected Commencement Date prior to such sixty (60) day period.




     (c) The Demised Premises shall be used by Tenant for the
Permitted Use and for no other use or purpose. Tenant shall not use or occupy
the Demised Premises or any part thereof, for any purpose deemed unlawful,
disreputable, or extra-hazardous on account of fire or other casualty, or for any
purposes which shall impair the character of the Project. Tenant. at its sole cost
and expense shall obtain any consents, licenses, permits or approvals required to
conduct its business at the Demised Premises with the exception of a Certificate
of Occupancy which shall be obtained by Landlord at its sole cost and expense.



     (d) The “Common Areas” of the Project shall be those
parts of the Project and other improvements designated by Landlord from
time to time’ for the common use of all tenants, including among other
‘facilities, halls, lobbies, delivery passages, drinking fountains, public
toilets, and the like, and“all garages, parking lots; service buildings or
similar improvements operated, owned or maintained, in whole or in part, by
Landlord, and, all parkways, drives, greenspaces, parks, fountains or other
facilities owned, operated or maintained, in whole or in part, by Landlord
or otherwise made available by landlord for use by all tenants of the
Project, whether used in conjunction with the use of such space by the
occupants of other buildings or used exclusively by Tenants of the Project,
all of which facilities shall be subject to Landlord’s reasonable
management and control and shall be operated and maintained for the benefit
of all tenants in a first class manner. Tenant, and its employees and
invitees, shall have the nonexclusive right to use the Common Areas, such
use to be in common with landlord, other tenants of the Project and other
persons entitled to use the same.



     2. Rent.



     The rent payable by Tenant pursuant to this Lease is intended to be
absolutely net to landlord, and all other charges and expenses imposed upon the
Demised Premises incurred “in connection with its use, occupancy, care, maintenance,
operation and control shall be paid by Tenant, except as otherwise expressly provided herein.



     (a) The rent reserved under this Lease for the Term
hereof shall be and consist of (a) the Fixed Rent payable in equal monthly
installments in advance, on the first day of each and every calendar month
during the term (except that Tenant shall pay the first monthly installment
upon signing this Lease); plus (b) such additional rent (“Additional Rent”)
in an amount equal to Tenant’s Proportionate Share of Expenses (as such
terms are defined in Paragraph 3 of this Lease) and all charges for
services and utilities pursuant to Paragraph 15 hereof, and any other
charges as shall become due and payable hereunder, which Additional Rent
shall be payable as hereinafter provided, all to be paid to Landlord at its
office stated above, or such other place as Landlord may designate, in
lawful money of the United States of America; provided, however, that if
the Commencement Date shall occur on a date other than the first calendar
day of a month, the rent for the partial month commencing on the
Commencement Date shall be appropriately pro-rated on the basis of the
monthly rent payable during the first year of the Term.



     (b) Tenant does hereby covenant and agree promptly to pay
the Fixed Rent, Additional Rent and any other charges herein reserved as
and when the same shall become due and payable, without demand therefor,




62











 





and without any set-off or deduction whatsoever. All Additional Rent and other charges payable
hereunder, which are not due and payable on a monthly
basis during the term, unless otherwise specified herein, shall be due and
payable within twenty (20) days of delivery by Landlord to Tenant of notice
‘to pay the same.




     (c) In the event that any payment of Fixed Rent,
Additional Rent any other charges shall be paid more than fifteen (15)
days after the ‘due date for same provided herein, Tenant shall pay,
together with such payment, the Late Charge and a like additional Late
Charge shall be payable for each thirty (30) days beyond the fifteenth
(15th ) day after the ,due date that such payment shall remain unpaid.



     (d) Notwithstanding anything to the contrary contained in
this Paragraph 2, Tenant shall not be required to pay to Landlord (i) any
fixed Rent attributable to the second through seventh months of the Term,
such abatement of Fixed. Rent -being in the total amount of Seventy Eight
Thousand Seventy Eight Dollars ($78.078.00), and (ii) any Additional Rent
on account of Expenses attributable to the second through seventh months of
the Term. This subparagraph shall be implemented as follows: Tenant
shall not pay to Landlord any amount on account of Fixed Rent attributable to the
second through seventh months of the Term. At the end of the Initial Year, the
notice submitted by Landlord to Tenant pursuant to Paragraph 3(c)(1) hereof shall
be calculated by reducing any increase in Expenses not attributable to such Real
Property Taxes payable by Tenant thereunder by the proportion of such other Expenses
equal to a fraction the numerator of which is six (6) and the denominator
of which is the number of months in the Initial Year.



     3. Operating Expenses.



          (a) For purposes of this Paragraph, the following definitions
shall apply:




          “Initial Year” shall mean the period of the time from the Commencement
Date until the end of the calendar year immediately following the calendar year in
which the Commencement Date occurred.




          “Lease Year” shall mean each calendar year subsequent to the Initial Year.





          (1) “Expenses Defined” The term “Expenses  shall mean all costs and


expenses of the ownership, operation, maintenance and insurance of the Project included in the
following costs:





	 	(aa)	 	All supplies, materials, salary, wages and equipment
used in or directly related to the operation,
maintenance, repair and management of the Project;
including, but not limited to, uniforms for employees
that are required and the cleaning thereof; expenses
imposed on Landlord pursuant to any collective
bargaining agreement with respect to such employees;
workmen’s compensation insurance, payroll, social
security and unemployment insurance, reasonable
legal. bookkeeping and accounting costs;
	 
	 	(bb)	 	All utilities, including without limitation, water,
electricity, gas, heating, lighting, sewer waste
disposal, security, air conditioning and ventilating
costs and all charges directly relating to the use,
ownership or operation of the Project;




63









 






	 	(cc)	 	All maintenance, management, janitorial and service
agreements related to the Project including, but .not
limited to, wages, salaries, disability benefits,
pensions, hospitalization. retirement plans, group
insurance and other employee benefits, respective
employees of Landlord, up to and including the
building manager, providing that any management or
supervisory costs shall not exceed three percent (3%)
of the total gross rent for any given year;
	 
	 	(dd)	 	All insurance premiums and costs, including but not
limited to the premiums and costs of fire, casualty
and other extended coverage risks related to the
Project, plate glass insurance, any insurance
required” by a mortgagee and rent insurance up to one
(1) year’s coverage.






	 	(ee)	 	Amortization of capital improvements made to the
Project which will improve the operating efficiency
of the Project (provided. however, that the amount of
such amortization for improvements shall not exceed
in any year the amount of costs saved by the
expenditure either through the reduction or
minimization of increases which would have otherwise
occurred); and
	 
	 	(ff)	 	Real Property Taxes including all taxes, assessments
(general and special) and other impositions or
charges which may be taxed, charged, levied, assessed
or imposed upon all or any portion of the Project and
expenses in connection with tax appeals. Landlord
represents that it has no knowledge of any pending
special assessments as of the date of this “Lease.
All special assessments shall be amortized over a ten
(10) year period.
	 
	 	(gg)	 	landlord agrees that with respect to all maintenance
and repair expenses listed above involving contracts
or individual expenditures exceeding Twenty-five
Thousand Dollars ($25,000), other than emergency
repairs, Landlord shall obtain at least two (2)
competitive bids and shall utilize the 101-lest
responsible bidder for such work.
	 
	 	(2)	 	Expense Exclusions. The term “Expenses” does not include
any capital improvement to the Project, nor shall it
include repairs, restoration or other work occasioned by
fire, windstorm or other casualty, income and franchise
taxes of landlord, expenses incurred in leasing to or
procuring of tenants, leasing commissions, salaries for
executives above the grade of building manager, building
start-up or opening expenses, advertising expenses,
expenses for the renovating of space for new tenants,
interest or principal payments on any mortgage or other
indebtedness of landlord (other than Subparagraph 1 (ee) of
this Article 3) nor depreciation allowance or expense. The
term “Expenses” also does not” include any type of repairs
to the Premises or other tenant repairs; the costs of such
repairs shall be borne as described in Article 5 of this
Lease Agreement.




64









 











          (3) If during all or part of any calendar year, Landlord shall not furnish
any particular item(s) of work or service (which would constitute an expense hereunder) to
portions of the Project, due to the fact that construction of the Project is not completed, or
such portions are not occupied or leased or because such item of work or service is not
required or desired by the tenant of such portion, or such tenant is itself obtaining and
providing such item of work or service, or for other reasons, for the purposes of computing
the Additional Rent payable hereunder. the amount of the Expenses for such item for such
period shall be increased by an amount equal to the additional operating and maintenance
expenses which would reasonably have been incurred during such period by Landlord if it
had at its own expense furnished such item of work or service to such portion of the Project.
It is understood that this Paragraph 3(a) (3) shall not be applicable to any Expenses which
are not substantially affected by the level of tenancy, including, but not limited to, elevator
maintenance and repair, landscaping, snow removal, and the like.



          (b) In the event (i) that the Commencement Date shall occur during
a calendar year, (ii) that the date of the expiration or other termination of this Lease shall be a
day
other than the last day of a calendar year, (iii) of any abatement of the Fixed Rent payable
hereunder
pursuant to any provision of this Lease (other than pursuant to Paragraph 2(d) hereof) or (iv) of
any
increase of decrease (as herein provided) in the Area of the Demised Premises or in the Net
Rentable
Area of the Project. then in each such event in applying the provisions of this Article 3 with
respect to
any calendar year in which such event shall have occurred, appropriate adjustments shall be made to
reflect the occurrence of such event on a basis consistent with the principles underlying the
provisions
of this Article 3, taking into consideration (x) the portion of such calendar year which shall
have elapsed
prior to the Commencement Date, the date of such expiration or other termination or the date of
such
increase or decrease, or (y) the period of such rent abatement or such increase or decrease, as the
case
may be and (z) in the case of such rent abatement or such increase or decrease, the portion of the
Demised
Premises to which the same relates.



          (c) Tenant shall be responsible for Tenant’s Proportionate Share of Expenses
during the Term as herein provided.



          (1) During the Initial Year Tenant shall pay to Landlord monthly, on the first day of
each calendar month, as Additional Rent, the Estimate of Expenses set forth in the Preamble to this
Lease.
If at the end of the Initial Year the Expenses for the Project are higher for that period than the
Estimated
Expenses, Landlord shall submit a notice reasonably detailing the increase. Tenant shall pay within
twenty
(20) days of receipt Tenant’s Proportionate Share of Expenses of such increase apportioned for the
preceding
months of the Initial Year. Notwithstanding anything contained herein to the contrary, Tenant’s
Proportionate
Share of Expenses, exclusive of Real Property Taxes, shall not exceed Twenty-Eight Thousand Three
Hundred
Ninety-Two Dollars ($28,392) with respect to the first twelve (12) calendar months of the Term.



          (2) Prior to the end of the Initial Year and thereafter for each successive Lease Year,
or part thereof, Landlord shall send to Tenant a statement of projected Expenses for the
applicable Lease Year,
if any, (an “Escalation Projection”), and shall indicate what the estimated amount of Tenant’s
Proportionate Share
of Expenses of said increase shall be, said amount to be paid in equal monthly installments
(rounded to the nearest
whole dollar) in advance on the first day of each month by Tenant as Additional Rent commencing
January 1st of
the applicable Lease Year.



          (3) If during the course of any Lease Year. Landlord shall have reason to believe that the
Expenses shall be higher than that upon which the aforesaid Escalation Projections were originally
based as set forth
in subparagraph (2) above. then Landlord shall be entitled to adjust the Escalation Projection by a
lump sum invoice for
the months of the Lease Year which precede the revised projections, and to advise Tenant of an
adjustment in future monthly escalation amounts to the end result that Landlord’s escalated
Expenses shall be on a reasonably current basis each Lease
Year. Such adjusted Escalation Projections shall not be made more frequently than semi-annually.



          (4) Within 90 days following the end of each Lease Year, Landlord shall send to Tenant a
statement of actual Expenses incurred for the prior Lease Year showing Tenant’s Proportionate
Share of Expenses due
from Tenant. In the event the amount prepaid by Tenant exceeds the  amount that was actually due
based upon actual year
end cost, then Landlord shall issue a credit to Tenant in an amount equal to the overcharge which
credit may apply to future, rental payments until Tenant has been fully credited with the
overcharge. If the credit due to Tenant is more than the aggregate total of future rental
payments, landlord shall pay to Tenant the difference between the credit in such aggregate total.
In the
event landlord has undercharged Tenant than landlord shall send Tenant an invoice with the
additional amount due which



65









 







amount shall be paid in full by Tenant within twenty (20) days of receipt.



     (d) Each and every of the aforesaid Projected Escalation amounts, whether requiring
lump sum payment or constituting projected monthly amounts added to the set rent, shall for all
purposes be treated and considered as Additional Rent and the failure of Tenant to pay the same as
and when due in advance and without demand shall have the same effect as failure to pay any
installment of the Fixed Rent and shall afford Landlord all the remedies provided in this lease
therefor, including, without limitation, the late Charge as provided in Paragraph 2(c) of this
lease.



     (e) Tenant acknowledges and agrees that landlord shall have the right to change
the period of the lease Year” either before or during the Term, to any other fiscal year or twelve
month
period. In the event Landlord makes such change, then the same shall be effective upon written
notice
to Tenant and, in such event, Tenant shall pay Tenant’s Proportionate Share of Expenses for the
period
from the end of the initially designated Lease Year, as last billed, to the beginning of the newly
designated
lease Year, prorated for .such period, within twenty (20) days of the rendering by landlord of the
bill for
such interim period. (5) within six (6) months following Tenant’s receipt of landlord’s statement
of actual
Expenses pursuant to Paragraph 3(c) (4) hereunder, Landlord shall make available for inspection by
Tenant,
within thirty (30) days of receipt of written request for such inspection’ from Tenant at a
location in Morris
County during business hours, all bills and invoices or any other appropriate back-up information
supporting
such landlord’s statement, provided, however, that landlord shall only be obligated to retain such
back-up
information for two (2) years following the submission of Landlord’s statement of Expenses to
Tenant.



     4. Completion of Improvements and Commencement of Rent



          (a) Landlord agrees to provide the Building Standard work (as such term is
defined in Exhibit B annexed hereto and made a part hereof) and other work in and to the Demised
Premises
in accordance with the terms, conditions and provisions of Exhibit B.



          (b) The Demised Premises shall be deemed ready for occupancy and the
Commencement Date hereunder shall occur on November 30, 1988 or such later date that (a) the
Demised
Premises shall be delivered to Tenant in tenantable condition, free of violations of any health,
safety, fire and
other statutes and regulations governing the Demised Premises and its use, all of which shall be
established by
issuance of a certificate (temporary or final) by appropriate governmental authority, permitting
occupancy of
the Demised Premises for the purposes set forth herein; and (b) landlord has substantially
completed the initial
installations and other work in and to the Demised Premises agreed to be performed by it pursuant
to Paragraph
4(a) (and Landlord shall be deemed to have substantially completed said installations and other
work notwithstanding
that minor or insubstantial details of construction, mechanical adjustment or decoration remain to
be performed in
the Demised Premises or any part thereof, the non-completion of which does not materially
interfere with Tenant’s
use of the Demised Premises). If the occurrence of any of the conditions listed in the preceding
sentence, and
thereby the making of the Demised Premises ready for occupancy, shall be delayed due to: (i) any
act by Tenant
or any of its employees, agents or contractors, which materially interferes with the completion
of Tenant’s
improvements; (ii) any additional time required for the completion by landlord of its work because
of the inclusion
therein at Tenant’s request, of any item of work not included in Exhibit B; (iii) Tenant’s failure
to provide Landlord
with architecturally designed and sealed working plans of Tenant’s improvements by August 1, 1988;
then the
Commencement Date shall be accelerated by a time period equal to the number of days of delay so
caused
by Tenant. In the event any such delay days shall be asserted by Landlord, Landlord shall notify
Tenant of
the same, which notice shall include the number of delay days. In the event the Commencement Date
has not
occurred by June 1, 1989, for any reason whatsoever, including, but not limited to delays of the
nature set forth
in Paragraph 25 herein, provided, however, that such date shall be extended by
the number of days of delay
caused by Tenant as determined in accordance with this Paragraph 4(b), Tenant may cancel this Lease
by providing
written notice to Landlord within 30 days of such date, whereupon neither party shall have any
further rights or
obligations to the other.



          (c) Tenant shall occupy the Demised Premises as soon as the same are ready for its occupancy
and the Commencement Date shall have occurred (but not prior to said date except for installation
of Tenant’s personal
property, telephone system and similar items for which Tenant shall be given reasonable access
provided such access
does not interfere with Landlord’s ability to obtain a certificate of occupancy). If and when
Tenant shall take actual
possession of the Demised Premises, it shall be conclusively presumed that the same are in
satisfactory condition,
except as to those items of work remaining to be performed by Landlord pursuant to this Paragraph
4, or any items
of work set forth on a “Punch List” to be submitted to and acknowledged by Landlord in writing
within thirty (30)
days after the Commencement Date.



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     5. Tenant Covenants As To Condition of Premises, and Compliance with Laws.



          (a) In the event that the Project or any of the equipment
affixed thereto or stored therein should be damaged as a result of any act
of Tenant, its agents, servants, employees, invitees or contractors, Tenant
shall, upon demand, pay to Landlord the cost of all required repairs, including
structural repairs. Tenant shall commit no act of waste and shall
take good care of the Demised Premises and the equipment affixed thereto
and stored therein, shall maintain the Demised Premises in good condition
and state of repair, and at the end or certain expiration of the term
hereof, shall deliver up the Demised Premises in good order and condition,
wear and tear from a reasonable use thereof excepted. Landlord shall
perform, or cause to be performed, a 11 such maintenance and repairs and
Tenant shall pay to Landlord the costs incurred therefor immediately upon
demand as Additional Rent.



          (b) Tenant, at Tenant’s expense, shall promptly comply
with all laws, rules, regulations and ordinances of all governmental
authorities or agencies having jurisdiction over the Demised Premises, and
of all insurance bodies (including, without limitation, the Board of Fire
Underwriters), at an time duly issued or in force, applicable to the Demised
Premises or any part thereof or to Tenant I s use thereof provided,
however, that the provisions of this Paragraph shall not create any such
compliance obligations upon Tenant arising out of ·the maintenance and
repair obligations of Landlord or work performed by Landlord under the
Lease.



     6. Tenant Improvements. All fixtures, equipment, improvements,
alterations, installations which are attached to the Demised Premises,
additions and appurtenances made by Tenant to the Demised Premises shall
become the property of Landlord upon installation. Not later than the last
day of the Term, Tenant shall, at its expense, remove from the Demised
Premises all of its personal property and such improvements as Landlord
elects to have removed. Notwithstanding the foregoing, in the event Tenant
notifies Landlord of its intention to install any improvement in the
Demised Premises prior to installing same, and Landlord failed to notify
Tenant at such time that such improvement shall be removed at the
expiration of the Term, Tenant shall not be obligated to remove such
improvement. Tenant, at its · sole cost and expense, shall repair injury
done by or in connection with the installation or removal of such
improvements. Any equipment, fixtures, goods or other property of Tenant,
not removed by Tenant upon the termination of this lease or upon any
quitting, vacating or abandonment of the Demised Premises by Tenant, or
upon Tenant’s eviction, shall be considered as abandoned and Landlord shall
have the right, with reasonable notice to Tenant, to sell or otherwise
dispose of the same, at the expense of Tenant, and shall not be accountable
to Tenant for any part of the proceeds of such sale, if any. Landlord may
have any such property stored at Tenant’s risk and expense.



     7. Various Negative Covenants by Tenant. Tenant agrees
that it shall not without Landlord’s prior written consent:



     (a) Do anything in or near the Demised Premises which will
increase the rate of fire insurance on the Project;



     (b) Permit the accumulation of waste or refuse matter in
or near the Demised Premises except in containers provided therefor;



     (c) Mortgage, hypothecate, pledge or encumber this Lease
in whole or in part; or



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     (d) Permit any Signs, lettering or advertising matter to
be erected or attached to the Demised Premises that is not in compliance
with Landlord’s sign criteria, a copy of which is attached hereto as
Exhibit F.



     (e) Encumber or obstruct the Common Areas surrounding
the Demised Premises nor cause same to be encumbered or obstructed, nor
encumber or obstruct any access ways to the Demised Premises, nor cause
same to be encumbered or obstructed.



     8. Various Affirmative Covenants of Tenant. Tenant covenants
and agrees that Tenant will:



     (a) At any time and from time to time, execute,
acknowledge and deliver to Landlord, or to anyone Landlord shall designate,
a tenant estoppel certificate in form reasonably acceptable to Landlord or
financial institutions requesting the same relating to matters customarily
included i
n tenant estoppel certificates.



     (b) Faithfully observe and comply with the rules and
regulations annexed hereto and made a part hereof as Exhibit “C” and such
additional rules and regulations as Landlord hereafter at any time or from
time to time may communicate in writing to Tenant, and which, in the
reasonable judgment of Landlord, shall be necessary or desirable for the
reputation, safety, care or appearance of the Project, or the preservation
of good order therein, or the operation or maintenance of the Project, or
the equipment thereof, or the comfort of tenants or others in the Project;
provided, however, that such rules and regulations shall be Uniformly
applied and shall not adversely affect the rights of Tenant under this
Lease and that in the case of any conflict between the provisions of this
Lease and any such rule or regulation, the provisions of this Lease shall
control. Nothing contained in this Lease shall be construed to impose upon
Landlord any duty or obligation to enforce the rules and regulations or the
terms, covenants or conditions in any other lease as against any other
tenant, and Landlord shall not be liable to Tenant for violation of any
rule or regulation by any other tenant, its employees, agents, visitors,
invitees, Subtenants or licensees.



     9. Project Directory. Landlord will, at the request of Tenant,
maintain listings on the directory located on the Project site of the names
of Tenant and any other firm, association or corporation in occupancy of
the Demised Premises or any part thereof as permitted hereunder. Landlord
shall not be required to list the names of any individuals on said Project
directory.



     10. Casualty and Insurance.



          (a) In the event of partial or total destruction of the
Demised Premises by reason of fire or any other cause Tenant shall immediately
notify Landlord of same and Landlord shall promptly · restore and
rebuild the Demised Premises at Landlord’s expense (but only to the extent
of the insurance proceeds covering such damage) unless landlord elects by
notice to Tenant within sixty (60) days of said destruction not to restore
and rebuild the Demised Premises, and; in such case, upon a date specified
in said notice by landlord, this Lease shall terminate. If Landlord elects
to restore and rebuild the Demised Premises, then during the period of
restoration of any such area, and, if any portion of Demised Premise are
rendered untenantable by said damage, Tenant shall be relieved of the
obligation to pay that portion of the rent herein reserved which relates to
said untenantable area. Notwithstanding the foregoing, in the event
landlord · fails to complete such restoration and rebuilding within six (6)



68









 







months from the date of such fire or rebuilding, whether due to delays of
the nature set forth in Paragraph 25 herein or otherwise, Tenant may
terminate this Lease by notice to Landlord given within 10 days after the
expiration of such six (6) month period.



     (b) Tenant shall, at Tenant’s sole cost and expense, but,
except to the, extent prohibited by law with respect to workmen’s
compensation insurance, for the mutual benefit of Landlord and Tenant and
any Additional Insured (as hereinafter defined) or any other additional
insured as Landlord may from time to time determine including the lessors
under any ground leases or underlying leases and any mortgagees, maintain
or cause to be maintained (a) comprehensive general liability insurance,
including but not limited to, premises, bodily injury, personal injury and
contractual liability, coverages for any and all or injury resulted from
any act or omission on the part of Tenant or Tenant’s contractor’s,
licensees, agents, visitors or employees, on or about the Demised Premises
including such claims arising out of the construction of improvements on
the Demised Premises, such insurance to afford protection to the limit of
not less than Three Million Dollars ($3,000,000.00) in respect to injury or
death to anyone person or to any number of persons or property damage
arising out of a single occurrence; (b) workmen’s compensation insurance
covering all persons employed in connect; on with the construction of any
improvements by Tenant and the operation of its business upon the Demised
Premises and (c) “all risk” coverage on all of Tenant’s personal property,
including but not limited to, standard fire and extended coverage
insurance with vandalism and malicious mischief endorsements on all Tenants
improvements and alterations in or about the Demised Premises, to the
extent of their full replacement value. In event Landlord, at any time
during the term of the Lease, reasonably determines that Tenant’s insurance
coverage is inadequate, based upon the coverages being required by
landlords of comparable buildings in the general geographic area of the
Project, Landlord shall have the right to require Tenant to increase its
insurance coverage. All such insurance shall, to the extent permitted by
la\~, name Landlord, its partners, limited partners, employees, agents,
other represent at their successors and assigns as additional insureds (the
“Additional Insureds”) and shall be written by a good and solvent insurance
carrier authorized to do business in the State of New Jersey.



     (c) Prior to the Commencement Date, and at least thirty
(30) days prior to/the expiration date of any policy, Tenant shall furnish
evidence of such insurance and payment of premiums thereon to Landlord.
Such insurance shall be in form reasonably satisfactory to Landlord and
without limitation, shall provide that no cancellation or lapse thereof or
change therein shall be effective until after thirty (30) days written
notice to Landlord at the address specified in Paragraph 18 of this
Lease. Tenant. waives all rights of recovery against the Additional
Insureds for any loss, damages, or injury of any nature whatsoever to
property or persons for which the Tenant is insured.



     (d) During the term of this Lease, Landlord and Tenant
shall maintain in effect in each insurance policy that relates to property
damage a waiver of subrogation in favor of the Additional Insureds or the
Tenant, as the case may be from its then-current insurance carriers, and
shall at all times furnish evidence of such currently effective waiver to
each other. Each such waiver shall be in a form reasonably satisfactory
to the other party and without limitation, shall provide that no
cancellation or lapse thereof or change therein shall be effective until
after thirty (30) days’ written notice to such other party at its address
as specified in Paragraph 18 of this Lease.



69









 






     (e) Each insurance policy required to be maintained under
this Lease shall state that with respect to the interest of the Additional
Insureds the insurance maintained pursuant to each such policy shall not be
invalidated by any action or inaction of Tenant and shall insure the Additional
Insureds regardless of any breach or violation of any warranties,
declarations, conditions or exclusions by Tenant.



     (f) Each insurance policy required to be maintained under
shall state that all provisions of each such insurance policy, the limits of liability,
shall operate in the same manner as if policy had been issued to each person or entity
insured there-under.



     (g) if Each insurance policy required to be maintained under’
this Lease shall state that the insurance provided thereunder is primary
insurance without any Tight of contribution from any other insurance which
may be carried by or for the benefit of the Additional Insureds.



     (h) Each insurance policy required to be maintained under
this Lease shall recognize the indemnification set forth in Paragraph 11 of
this Lease.



     11. Indemnification. Tenant shall indemnify and hold harmless
Landlord, any mortgagee, and any lessor under any underlying leases or
ground leases, from and against any expense (including. without limitation,
legal and collection fees). loss or liability, excluding consequential
damages, suffered or incurred as a result of or in connection with (i) any
breach by Tenant of its obligations contained in this Agreement or (ii) its
acts or the acts of its servants, invitees, contractors or employees



     12. Non-liability of Landlord.



     (a) Landlord shall not be liable for (and Tenant shall make
no claim for) any property damage which may be sustained by Tenant or
any other person, as a consequence of the failure, breakage, leakage,
inadequacy, defect or obstruction of the water, plumbing, steam, sewer,
waste or soil pipes, roof, drains, 1eaders, gutters , valleys, downspouts.
or the like or of the electrical, gas, power, conveyor, refrigeration,
sprinkler, air conditioning or heating systems, elevators or hoisting
equipment or by reason of the elements; or resulting from the
carelessness, negligence or improper conduct on the part of any other
tenant of Landlord or of the Landlord or landlord’s or this or any other
tenant’s agents, employees, guests, licensees, invitees, subtenants,
 assignees or successors; or attributable to any interference with, interruption
of or failure, except resulting from Landlord’s negligence, of any
services or utilities to be furnished or supplied by Landlord. Tenant
shall give Landlord prompt written notice of the occurrence of any events
set forth in this Paragraph 12.



     (b) Landlord shall provide in its fire insurance policy
insuring the Project a waiver of the insurer’s right of subrogation against
Tenant. Each party hereby releases the other party with respect to any
claim (including a claim for negligence) which it might otherwise have
against the other party for loss, damage or destruction with respect to its
property occurring during the term of this Lease to the extent to which it
is insured under a policy or policies containing an enforceable waiver of
subrogation or permission to release liability.



     13. Remedies and Termination Upon Tenant Default.



     (a) In the event that:



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     (1) Tenant shall default in the payment of (i) any Fixed Rent or
(ii) any Additional Rent or other charge payable monthly hereunder by Tenant
to Landlord, on any date upon which, the same becomes: due, and such default
shall continue for five (5) days after Tenant’s receipt of written notice of such default.



     (2) Tenant shall default in the payment of any Additional Rent or
any other charge payable hereunder which are not due and payable hereunder or a
monthly basis, on any date upon which the same becomes due, and such default
shall continue for five (5) days after Tenant’s receipt of written notice specifying
such default; or



     (3) Tenant shall default in the due keeping, observing or performing
of any covenant, agreement, term, provision or condition of Paragraph l(c) of this lease
on the part of Tenant to be kept, observed or performed, and if such default shall continue
and shall not be remedied by Tenant within 24 hours after landlord shall have given to
Tenant a written notice specifying the same; or



     (4) if during the term hereof the Demised Premises or any part thereof
shall be or become abandoned, which for purposes of this provision shall be defined as
Tenant vacating the Premises without notice to Landlord and without adequately securing
the Premises; or



     (5) Tenant shall default in the due keeping, observing or performing of
any covenant, agreement, term, provision or condition of this lease on the part of Tenant
to be kept, observed or performed (other than a default of the character referred to in clauses
(1), (2), (3) or (4) of this Paragraph 13(a), and if such default shall continue and shall not be
remedied by Tenant within thirty (30) days after Landlord shall have given to Tenant a
written notice specifying the same provided however that if the default is of such a nature
that it cannot reasonably be cured within such thirty (30) day period, Tenant shall be
granted such additional time as is reasonably required so long as Tenant promptly commences
to cure and diligently continues to cure same; then, Landlord may, in addition to any other
remedies herein contained, as may be permitted by law, without being liable for prosecution
therefor, or for damages, re-enter the Demised Premises and the same have and again possess
and enjoy; and as agent for Tenant or otherwise, re-let the Demised Premises and receive
the rents therefor and apply the same, first to the payment of such expenses, reasonable
attorney fees and costs, as Landlord may have been put to in re-entering and repossessing
the same and in making such repairs and alterations as may be necessary; and second to
the payment of the rents due hereunder. Tenant shall remain liable for such rents as
may be in arrears and also the rents as may accrue subsequent to the reentry
by Landlord, to the extent of the difference between the rents reserved hereunder and
the rents, if any, received by Landlord during the remainder of the unexpired term hereof,
after deducting the aforementioned expenses, fees and costs; the same to be paid as such
deficiencies arise and are ascertained each month.



     (b) Upon the occurrence of any of the contingencies set forth in the
preceding clause, or: should Tenant be adjudicated a bankrupt, insolvent or placed
in receivership or should proceedings be instituted by or against Tenant for
bankruptcy, insolvency, receivership, agreement of composition or assignment
for the benefit of creditors which shall not be discharged within ninety (90) days
of the commencement of such proceedings or if this Lease or the estate of Tenant
hereunder shall pass to another by Virtue of any court proceedings, writ of execution,
levy, sale, or by operation of law, other than through such an assignment of Lease as
is permitted hereunder, Landlord may. if Landlord so elects, at any time thereafter,
terminate this Lease and the term hereof, upon giving to Tenant or to any trustee,
receiver, assignee or other person in charge of or acting as custodian of the assets
or property of Tenant, five days notice in writing, of Landlord’s intention so to do.
Upon the giving of such notice, this Lease and the term hereof shall end on the
date fixed in such notice as if the said date was the date originally fixed in this
Lease for the expiration hereof; and Landlord shall have the right to remove all
person, goods, fixture and chattels therefrom, by force or otherwise without liability
for damages.



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     14. Remedies Cumulative; Non-Waiver by Landlord. The
various rights, remedies, options and elections of Landlord, expressed herein,
are cumulative, and the failure of Landlord to enforce strict performance by
Tenant of the conditions and covenants of this Agreement to exercise any
election or option or to resort or have recourse to any remedy herein conferred
or the acceptance by Landlord of any installment of rent after any
breach by Tenant, in anyone or more instances, shall not be construed or
deemed to be a waiver or a relinquishment for the future by Landlord of any
such conditions and covenants, options, elections or remedies, but the same
shall continue in full force and effect.



     15. Services; Electric Energy



     (a) Landlord will: (i) supply heat and air conditioning
to the Demised Premises and the interior public portions of the Project
during Business Hours in accordance with the New Jersey State Energy Code
standards; i.e. when the outside temperature is 13 degrees F the HVAC shall
be sufficient to provide an inside temperature of 70 degrees F, when the
outside temperature is 91 degrees dry bulb or 74 degrees wet bulb, the HVAC
shall be sufficient to provide an inside temperature of 75 degrees F (ii)
provide snow and ice removal for the parking area, sidewalks and driveways
in a reasonably expeditious manner; and (iii) provide refuse removal from a
dumpster to be provided on site to be used for normal waste attendant to an
office building. “Business Hours” as used in this Lease. means the
generally customary daytime business hours of Tenant but not before 8:00
A.M or after 6:00 P.M. of days other than Saturdays, Sundays, and those
legal holidays listed in Exhibit “0” annexed hereto and made a part
hereof. Tenant agrees at all times to cooperate fully with Landlord and to
abide by all the regulations and requirements which Landlord may prescribe
for the proper functioning and protection of such air conditioning
system. landlord will clean the Demised Premises in accordance with the
cleaning schedule annexed hereto as Exhibit “0-1”. The cost of the
services · and utilities provided pursuant to this Paragraph 15(a) is
included in Expenses as defined in Paragraph 3(a). Notwithstanding the
foregoing. Landlord agrees to maintain the Project, including but not
limited to, the building, all common areas, the HVAC systems, plumbing and
electrical systems and all other building systems and to operate the
Project as a first class office Project.



     (b) Provided Tenant is not then in default of this Lease,
Landlord will provide to Tenant overtime services and utilities when and to
the extent reasonably requested by Tenant or when activated by Tenant’s use
of an overtime thermostat and time clock and in accordance with such
reasonable conditions as shall be determined by Landlord. Tenant shall pay
to landlord, as Additional Rent, a standard charge determined by Landlord,
applicable to all Tenants for such additional service and utilities which
charge shall cover all costs and expenses of landlord in providing such
overtime services, including, without limitation, the cost of the utility
usage, the cost of maintenance, repairs and inspections of such building
systems and employee and administrative costs related to such services.
Such charge shall constitute a direct charge to Tenant and not to an
Expense pursuant to Paragraph 3.



     (c) Landlord reserves the right, without liability to
Tenant and without constituting any claim of constructive eviction, to
stop or interrupt any heating, lighting, ventilating, air conditioning, gas,
steam, power, electricity, water or other service and to stop or interrupt
the use of any building or Project facilities at such times as may be
necessary and for as long as may reasonably be required by reason of
accidents, strikes, or the making of repairs, alterations or improvements,
or inability to secure a proper supply of fuel, gas, steam, water



72









 







electricity, labor or supplies, or by reason of another similar or
dissimilar cause beyond the reasonable control of landlord. No such
stoppage or interruption shall entitle Tenant to any diminution or
abatement of rent or other compensation nor shall this lease or any of the
obligations of Tenant be affected or reduced by reason of any such stoppage
or interruption.



     (d) As an incident to this lease and as a part of the
rental consideration hereunder, landlord shall install transmission
facilities in the Demised Premises, so that electric energy may be used by
Tenant in the Demised Premises in such reasonable quantity as shall be
sufficient to meet Tenant’s ordinary business needs for lighting and the
operation of its business machines, including photocopy equipment and
computer and data processing equipment.



     (e) Tenant” shall pay, as Additional Rent, directly to the
utility company furnishing electricity to the Project, the total electricity
charges for the Premises as determined by a separate electricity meter
for the Premises, which meter shall be installed by Landlord at Tenant’s
sole cost and expense.



     (f) In the event that Tenant shall require electric energy
for use in the Demised Premises in excess of the quantity to be initially
furnished as herein provided and if, in Landlord’s judgment such excess
requirements cannot be furnished unless additional risers, conduits,
feeders, switchboards and/or appurtenances are installed in the Project,
Landlord, upon written request of Tenant, will proceed with reasonable
diligence to install such additional riser, conduits, feeders, switchboards
and/or appurtenances provided the same and the use thereof shall be
permitted by applicable laws and insurance regulations and shall not
cause permanent damage or injury to the Project or the Premises or
cause or create a dangerous or hazardous condition or entail excessive
or unreasonable alterations or repairs or interfere with or disturb other
tenants or occupants of the Project, and Tenant agrees to pay all costs
and expenses incurred by Landlord in connection with such installation.



     (g) Landlord, at Tenant’s reasonable expense, shall
purchase and install all lamps (including, but not limited to, incandescent
and fluorescent), starters and ballasts used in the Premises.



     (h) In order that Landlord may at all times have all
necessary information which it requires in order to maintain and protect
its equipment, Tenant agrees that Tenant will not make any material
alteration or material addition to the electrical equipment and/or
appliances in the Demised Premises without the prior written consent of
Landlord in each instance, which consent shall not be unreasonably
Withheld, and will promptly advise Landlord of any other alteration or
addition to such electrical equipment and/or appliances. Tenant agrees to
advise Landlord in writing as to any material change in the periods of use
of the lighting fixtures and Tenant’s business machines and equipment.



     (i) Landlord shall in no way be liable or responsible to
Tenant for any loss or damage or expense which Tenant may sustain or incur
by reason of any failure, inadequacy or defect in the character, quantity
or supply of electric energy ,furnished to the Demised Premises except for
actual damage other that property damage suffered by Tenant by reason of
any negligence of landlord.



     16. Subordination. This Lease is subject and subordinate in
all respect to any underlying leases, ground leases, licenses or agreements,
and to mortgages which may now or hereafter be placed on or affect such



73









 








leases, licenses or agreements or the Land or the Demised Premises and also
to all renewals, modifications, consolidations and extensions of such
underlying leases, ground lease, licenses, agreements, and mortgages.
Although no instrument or act on the part of Tenant shall be necessary to
effectuate such subordination. Tenant shall, nevertheless, execute and
deliver such further instruments confirming such subordination as may be
desired by any holder of any such mortgage or by a lessor, licensor or ..
party to an agreement under any such underlying lease, ground lease,
license or agreement, respectively. landlord shall make best efforts to
obtain a non-disturbance agreement for the benefit ‘of Tenant from the
current mortgagee of the Project and shall obtain non-disturbance
agreements from any such future mortagees. If any Underlying lease, ground
lease. license or agreement to which this agreement is subject and
subordinate terminates, or if any Mortgage to which this lease is
subordinate is foreclosed, Tenant shall, on timely request, attorn to the
holder of the reversionary interest or to the Mortgagee in possession, as
the case may be.



     17. Curing Default by Landlord. If Tenant shall fail or refuse
to comply with and perform any conditions and covenants of this Lease,
Landlord may, after thirty (30) days prior notice to Tenant except in the
case of emergencies, if Landlord so elects, carry out and perform such
conditions and covenants, at the cost and expense of Tenant, and the said
cost and expense shall be payable on demand, or at the option of Landlord
shall be added to the installment of rent due immediately thereafter but in
no case later than one month after such demand, whichever occurs sooner,
and shall be due and payable as such. This remedy shall be in addition to
such other remedies as Landlord may have hereunder by reason of the breach
of Tenant of any of the covenants and conditions in this Lease contained.



     18. Notices. Any notice, demand, statement or other
communication which under the terms of this Lease or under any statute
or law must or may be given shall be given by hand delivery to the respective
parties as follows or by registered or certified mail, return receipt requested, or
by reputable private overnight delivery service addressed to the respective
parties as follow:



	 	 	 	 	 
	To Landlord:

	 	 	 	Sammis Pluckemin Associates
	 

	 	 	 	c/o Sammis Company
	 

	 	 	 	17922 Fitch Avenue
	 

	 	 	 	Irvine, California 92714
	 

	 	 	 	Attn: William Thormaline
	 
	 	 	 	 
	 

	 	 	 	Peter L. Berkley, Esq.
	 

	 	 	 	Riker, Danzig, Scherer, Hyland
&
Perretti
	 

	 	 	 	One Speedwell Avenue
	 

	 	 	 	Headquarters Plaza
	 

	 	 	 	Morristown; New Jersey 07960
	 
	 	 	 	 
	To Tenant:	 	at its address stated above until and including the
Commencement Date and at the following address thereafter:
	 
	 	 	 	 
	 

	 	 	 	NUI Corporation
	 

	 	 	 	350 Route-206
	 

	 	 	 	Bedminster, New Jersey 0797B





Any such notice, demand, statement or other communication shall be deemed
to have been given or made upon hand delivery or when deposited, postage
paid, in the U.S. Mail, or delivered, charges prepaid or charged to sender
to a reputable private overnight del!;very service, as the case may be. Any




74









 







of the above addresses may be changed at any time notice is given as above
provided.




     19. Quiet Enjoyment. Landlord covenants that Tenant upon keeping
and performing each and every covenant, agreement,’ term. provision and condition
herein contained on the part and on behalf of Tenant to be kept and performed, shall
quietly enjoy the Demised Premises without hindrance or molestation by Landlord
or by any other person lawfully claiming by, through or under the same subject to the
covenants, agreements, terms, provisions and conditions of this Lease.



     20. Security Deposit. INTENTIONALLY OMITTED.



     21. Inspection and Entry by Landlord.



     (a) Tenant agrees to permit Landlord and Landlord I 5
agents, employees or other representatives to show the Premises to any
lessor under any underlying 1 ease of ground 1 ease or any mortgage or any
persons wishing to rent or purchase the same upon 72 hours prior notice to
Tenant, provided such showing does not unreasonably interfere with
Tenant’s use of the Premises and provided Landlord complies with any
reasonable security requirements imposed by Tenant.



     (b) Tenant agrees that Landlord and Landlord’s agents,
employees or other representatives. shall have the right to enter into and
upon the said premises or any part thereof, at all reasonable hours, for
the purpose of examining the same or reading meters, or performing
maintenance or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof. This clause shall not
be deemed to be a covenant by Landlord nor be construed to create an
obligation on the part of Landlord to make such inspection or repairs.



     22. Brokerage. “Tenant and Landlord warrant and represent to
each other that neither has dealt with any broker or brokers regarding the
negotiation of the within Lease other than the Designated Broker. if a
Designated Broker is indicated in the Preamble hereto. The Party Responsible
to the Designated Broker, if any. shall pay the Designated Broker a
commission pursuant to a separate agreement. Tenant and Landlord agree to
be responsible for and to indemnify and save the other harmless from and
against any claim for a commission or other compensation by any other
broker claiming to have negotiated with the indemnifying party with respect
to the Demised Premises or to have called the said Demised Premises to
Tenant’s attention or to have called Tenant to Landlord’s attention.



     23. Parking. Tenant shall have the right under this Lease to
the exclusive use of the Exclusive Spaces and the non-exclusive use of the
Non-Exclusive Spaces in the parking lot of the Project in compliance with
such reasonable Rules and Regulations as Landlord may promulgate from time
to time.



     24. Renewal Option.



     (a) Tenant is hereby granted two successive options to
renew this Lease for the Renewal Term subject, to the terms of this
Paragraph 24. In the event that Tenant desires to renew the Lease it shall
give notice in writing to Landlord of its intention to renew the Lease at
least nine (9) months prior to the Expiration Date in the case of the first
Renewal Term and twelve (12) ·months prior to the Expiration Date of the
first Renewal Term in the case of . the Second Renewal Term. All of the
terms and conditions of this Lease shall remain in effect during the
Renewal Term, except that the annual Fixed Rent payable during the Renewal
Term shall be the annual fair market rental value of the Demised Premises



75









 







based on comparable space in the vicinity of the Demised Premises (the
“Fair Market Value”) as of the date which is sixty (60) days prior to the
commencement date of such Renewal Term. but in no event shall the annual
Fixed Rent be less than the annual Fixed Rent payable during the year
preceding the first year of the Renewal Term.



     (b) The Fair Market Value of the Demised Premises for
purposes of Subparagraph (a) of this Paragraph 24 shall take into account
the provisions of this Lease, shall include any market concessions in
existence at such time and shall be set forth by Landlord in a notice to
Tenant at least twelve (12) months prior to the commencement of the First
Renewal Term, and fifteen (15) months prior to the Second Renewal Term.
The Fair Market Value set forth in such notice shall be binding upon both
parties unless Tenant shall notify Landlord of its objection at such time
as Tenant exercises the applicable renewal option. In the event of such an
objection, which is not resolved within ten (10) days thereafter, Tenant.
at its own expense, shall designate an MAI appraiser who shall maintain
his or her principal office in New Jersey. Tenant’s designated appraiser
shall then determine and prompt 1 y report to both parties in writing the
Fair Market Value of the Demised Premises, which report shall be binding
upon both parties unless Landlord shall object to same within ten (10) days
after receipt of said report. If Landlord shall so object, both parties
shall jointly appoint a separate MAL appraiser who shall determine the Fair
Market Value, and the latter appraiser’s determination shall be binding
upon both parties. The costs of such appraisal shall be shared equally by
Landlord and Tenant.



     (c) It shall be a condition of the exercise of the option
set forth in this Paragraph 24, that at the time of the exercise of said
option, Tenant shall not be in default under this Lease.



     25. Landlord’s Inability to Perform. Except as otherwise
provided herein, this Lease and the obligation of Tenant to pay the rent
hereunder and to comply with the covenants and conditions hereof, shall
not be affected, curtailed, impaired or excused because of the Landlord’s
inability to supply any service or material called for herein, by reason of
any rule, order, regulation or preemption by any governmental entity,
authority, department, agency or subdivision or for any delay which may
arise by reason of negotiations for the adjustment of any fire or other
casualty loss or because of strikes or other labor trouble or for any cause
beyond the control of the Landlord.



     26. Condemnation. If the Land and Demised Premises leased
herein, or of which the Demised Premises is a part, or any portion thereof,
shall be taken under eminent domain or condemnation proceedings, or if suit
or other action shall be instituted for the taking or condemnation thereof,
or if in lieu of any formal condemnation proceedings or actions, Landlord
shall grant an option to purchase and or shall sell and convey the Demised
Premises or any portion thereof. then this Lease, at the option of Landlord,
shall terminate, and the term hereof shall end as of such date as Landlord
shall fix by notice in writing; and Tenant shall have no claim or right to claim
or be entitled to any portion of any amount which may be awarded as damages
or paid as the result of such condemnation proceedings or paid as the purchase
price for such option, sale or conveyance in lieu of formal condemnation
proceedings; and all rights of Tenant to damages; if any are hereby assigned
to Landlord. Notwithstanding the foregoing, Tenant shall be entitled to make
a claim for the unamortized portion of any improvements made by Tenant to
the extent such claim does not diminish landlord’s award hereunder. In the
event of any partial condemnation which materially interferes with Tenant’s
occupancy or its parking rights hereunder, unless replacement parking shall
be provided for Tenant within, reasonable proximity to the Demised Premises,
Tenant shall have the right to terminate this Lease as of the effective date of



76









 







such taking by providing written notice to Landlord not less than ten (10) days
prior to the effective date of such taking. Tenant agrees to execute and delivery
any instruments, at the expense of Landlord, as may be deemed necessary or
required to expedite any condemnation proceedings or to effectuate a proper
transfers of title to such governmental or other public authority, agency,
body or public utility seeking to take or acquire the Lands and Demised
Premises or any portion thereof. Tenant covenants and agrees to vacate the
Demised Premises, remove all Tenant’s personal property therefrom and
deliver up peaceable possession thereof to Landlord or to such other party
designated by landlord in the aforementioned notice. Failure by Tenant to
comply with any provision in this clause shall subject Tenant to such
costs, expenses, damages and losses as Landlord may incur by reason of
Tenant’s breach hereof.


27. Assignment and Subletting.




     (1) In the event that Tenant desires to assign this
Lease or sublease the Demised Premises or any portion thereof to any other
party during the first five (5) years of this Lease, then such desire shall
be communicated to Landlord in writing at least sixty (60) days prior to
the proposed date of such assignment or sublease, and, within thirty (30)
days after receipt of such notice, Landlord shall have the option to
recapture said space in which event the Tenant shall be fully released from
any and all obligations hereunder with respect to such space. Notwithstanding
the foregoing, in the event Landlord does not exercise said option to recapture
and Tenant fails to enter into such assignment or sublease within six (6) months
of the date Tenant provided such notice to Landlord, Tenant may not assign this
Lease or sublease the Demised Premises or any portion thereof without once
again notifying the Landlord pursuant to this Paragraph, at which time landlord
shall once again have the option to recapture such space as set forth herein.



     (2) In the event that Tenant desires to assign this Lease or
sublease the Demised Premises or any portion thereof to any other party during
any Renewal Term, the terms and conditions of such assignment or sublease shall
be communicated to Landlord in writing at least sixty (60) days prior to the effective
date of any such assignment or sublease, and, within thirty (30) days after receipt of
such notice, Landlord shall have the option, exercisable in writing to Tenant, to
recapture this Lease so that such prospective assignee or sublessee shall then become
the sole Tenant of Landlord hereunder or alternatively to recapture said space and
the Tenant shall be fully released from any and all obligations hereunder
with respect to such space.



     (3) In the event that the Landlord elects not to recapture such space
as hereinabove provided, Tenant may nevertheless assign or sublet the’ whole of the
Demised Premises, subject to the Landlord’s prior written consent. which consent
shall not be unreasonably withheld, and subject to the consent of any mortgagee, or
ground lessor, on the basis of the following terms and conditions:



     (a) Tenant shall provide to Landlord the name and address
of the assignee or sublessee.



     (b) instrument, all of assumption agreement its execution.
The assignee or sublessee shall assume, by written the obligations of this Lease,
and a copy- of such shall be furnished to landlord within ten (10) days of



     (c) Tenant and each assignee or sublessee shall be and
remain liable for the observance of all the covenants and provisions of
this Lease, including, but not limited to, the payment of Fixed Rent,
Additional Rent and other charges due hereunder through the entire term of
this Lease, as the same may be renewed, extended or otherwise modified.



     (d) In any event, the acceptance by Landlord of any rent



77









 







from any of the subtenants or the failure of Landlord to insist upon a
strict performance of any of the terms, conditions and covenants herein
from any assignee or subtenant shall not release Tenant herein, from any
and all of the obligations herein during and for the entire terms ,of this
Lease.



     (e) Tenant shall only assign or sublet the Demised
Premises to an assignee or sublessee (1) whose financial status is
acceptable to Landlord, ‘at Landlord’s reasonable discretion, whether or not
equal to or greater than that of Tenant. and (2) whose use is the same use
as Tenant’s use, the quality of Tenant’s operations in the performance of
said use to be acceptable to Landlord. at Landlord’s reasonable discretion.



     (f) Tenant acknowledges that its sole remedy with respect
to any assertion that Landlord’s failure to consent to any assignment or
sublet is unreasonable shall be the remedy of specific performance and
Tenant shall have no other claim or cause of action against Landlord as a
result of Landlord’s actions in refusing to consent thereto, provided
however if Tenant shall prevail in any such action Landlord shall be liable
for Tenant’s reasonable attorneys fees in bringing such action.



     (g) The assignment or sublease shall provide that there
shall be no further assignments and/or subletting without complying with
the terms of this Article 27.



          (3) Notwithstanding anything contained in this
Article 27 to the contrary, Tenant shall have the right to assign this
Lease in connection with a bona fide sale of all or substantially all of
its assets in one (1) or more related transactions, without obtaining any
prior consent. Any assignment or sublet to an affiliated company or any
assignment in connection with a transaction of the nature permitted
pursuant to the preceding sentence, shall not be subject to the provisions
of subsections (1), (2) or (3)(e) (1) hereof, but all other provisions of
this Paragraph shall apply.



     28. Environmental Laws



     (a) Tenant agrees to comply with all applicable
environmental laws, rules and regulations. including but not limited to the
Environmental Cleanup Responsibility Act of 1983 (N.J.S.A. 13:1K-6 et seq.)
(“ECRA”). Tenant represents to Landlord that Tenant I s Standard Industrial
Classification (SIC) Number as used on Tenant’s Federal Tax Return
is Tenant shall not conduct any operations that shall cause the
Project or the Demised Premises to be deemed an “industrial establishment”
as defined in ECRA.



     (b) Tenant hereby agrees to execute such documents
Landlord reasonably deems necessary and to make such applications as
Landlord reasonably requires to assure compliance with ECRA. Tenant
shall bear all costs and expenses incurred by Landlord associated with any
required ECRA compliance resulting from Tenant’s use of the Demised
Premises including but not limited to state agency fees, engineering fees,
clean-up costs, filing fees and suretyship expenses. The foregoing
undertaking shall survive the termination or sooner expiration of the lease
and surrender of the Demised Premises and shall also survive sale, or lease
or assignment of the Demised’ Premises by Landlord. Tenant shall
immediately provide Landlord with copies of all correspondence, reports,
notices, orders, findings, declarations and other materials pertinent to
Tenant’s compliance and the New Jersey Department of Environmental
Protection’s (“NJOEP”) requirements under ECRA as they are issued or



78









 







received by the Tenant.



     (c) Tenant shall not generate, store. manufacture, refine,
transport, treat, dispose of, or otherwise permit to be present on or about
the Demised Premises, any Hazardous Substances other than minimal
quantities of normal office supplies and cleaning materials typically found
in office buildings. As used herein, Hazardous Substances shall be defined
as any “hazardous chemical.” “hazardous substance” or similar term as
defined ;n the Comprehensive Environmental Responsibility Compensation
and Liability Act, as amended (42 U.S.C. 9601, et seq.), the New Jersey
Environmental Cleanup Responsibility Act, as amended, (N.J.S.A. 13:1K-6
et seq.), the New Jersey Spill Compensation and Control Act, as amended,
N.J.S.A. 58:10-23.1lb, et seq.), any rules or regulations promulgated
Thereunder or in any other present or future applicable federal, state or
local law, rule or regulation dealing with environmental protection.
Tenant shall not be responsible for any Hazardous Substances that are on or
about the Premises through the act of Landlord. its agents. representatives
or employees.



     (d) Tenant agrees to indemnify and hold harmless the
Landlord and each mortgagee of the Demised Premises from and against any
and all liabilities, damages, claims, losses, judgments, causes of action,
costs and expenses (including the reasonable fees and expenses of counsel)
which may be incurred by the landlord or any such mortgagee or threatened
against the Landlord or such mortgagee, relating to or arising out of any
breach by Tenant of this paragraph, which indemnification shall survive the
expiration or sooner termination of this lease.



     29. Parties Bound



     ( a) The covenants, agreements, terms, provisions and
conditions of th5s/Lease shall bind and benefit the respective successors,
assigns and legal representatives of the parties hereto with the same
effect as if mentioned in each instance where a party hereto is named or
referred to except that no violation of the provisions of Paragraph 7(c)
hereof shall operate to vest any rights in any successor. assignee or legal
representative of Tenant and that the provisions of this Paragraph 29 shall
not be construed as modifying the conditions contained in Paragraph 13
hereof.



     (b) Tenant acknowledges and agrees that if Landlord shall
be an individual, joint venture, tenancy in common, firm, or partnership,
general or limited, there shall be no personal liability On such individual
or on the members of such joint venture, tenancy in common, firm or
partnership in respect of any of the covenants or conditions of this Lease;
rather, Tenant agrees to look solely to landlord’s estate and property in
the Demised Premises (or the proceeds thereof) for the satisfaction of
Tenant’s remedies arising out of or related to this Lease.



     (c) The term “Landlord” as used in this Lease means
only the owner, or the mortgagee in possession, for the time being of the
Demised Premises (or the owner of a lease of the Demised Premises) so
that in the event of any sale or sales of the Land, Project, or the Demised
Premises or of said lease, or in the event of a lease of the Land, Project
or of the Demised Premises, the said Landlord shall be and hereby is
entirely freed and relieved of all covenants and obligations of Landlord
hereunder., and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties
and the purchaser, at any such sale, or the said lessee of the Land,
Project or of the Demised Premises, that the purchaser or the lessee of
the same has assumed and agreed to carry out any and all covenants and
obligations of Landlord hereunder.



79









 





     30. Miscellaneous.



     (a) This Lease contains the entire contract between the
parties. No representative, agent or employee of Landlord has been authorized
to make any representations or promises with reference to the leasing
of the Demised Premises or to vary. alter or modify the terms hereof. No
additional changes or modifications, renewals, or extensions hereof, shall
be binding unless reduced to writing and Signed by landlord and Tenant.



     (b) The terms, conditions, covenants and provisions of
this lease shall be deemed to be severable. If any clause or provision
herein contained be adjudged to be invalid or unenforceable by a court of
competent jurisdiction or by operation of any applicable law, it shall not
affect the validity of any other clause or provision herein, but such other
clauses or provisions shall remain in full force and effect.



     (c) Tenant shall not be entitled to exercise any right of
termination or other option granted to it by this lease at any time when
Tenant is in default in the performance or observance of any of the
covenants, agreement terms, provisions or conditions on its part to be
performed or Observed under this lease.



     (d) The paragraph headings in this lease are for convenience
only and are not to be considered in construing the same.



     (e) This lease shall be governed in accordance with the
laws of the State of New Jersey.



     (f) Paragraphs 32-34 of Exhibit C are expressly made
subject to any inconsistent provisions of this lease.


IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
lease as of the day and year first above written.




	 	 	 	 	 
	WITNESS:

	 	 	 	LANDLORD:
	 
	 	 	 	 
	 

	 	 	 	SAMMIS PLUCKEMIN ASSOCIATES
	 
	 	 	 	 
	[illegible] 

	 	 	 	[illegible] 


	 

	 	 	 	General Partner
	 
	 	 	 	 
	ATTEST:	 	TENANT:
	 
	 	 	 	 
	 

	 	 	 	N.U.I. CORPORATION
	 
	 	 	 	 
	[illegible] 

	 	 	 	[illegible] 


	 

	 	 	 	Senior Vice President






80









 






EXHIBIT A




PROPERTY DESCRIPTION




     The property is known as Block 59, lot 11-3, 11-2, and consists of 15.99
Acres of land. It Is located in the Northeast quardrant of the Route 202 ·206 and Hills
Drive intersection in the Township of Bedminster, Somerset County, New Jersey.


The property improvements consists of (2) office buildings totaling 187,000
square feet of office space and (748) parking spaces.




81









 








EXHIBIT B




WORK LETTER TO LEASE

Between

Sammis Pluckemin Associates

and

NUI Corporation, a New Jersey corporation




     Section 1.1. The provisions of this Exhibit
shall have the same force and effect as if this Exhibit were a
numbered Article of the Lease.



     Section 2.1. Landlord and Tenant have attached
to this Exhibit final plans for the construction of the
Demised Premises that have been approved by Landlord and
Tenant (the “Final Plans”). Landlord agrees to construct the
Demised Premises in. accordance with the Final Plans, in a good
and workmanlike manner and in compliance with all applicable
laws and regulations. The total cost to Tenant for such
construction shall be $25,105.00, against which Tenant shall
be entitled to a credit of $163,240.00. The difference
between the total. cost of the construction (as such cost may
be adjusted pursuant to the terms hereof) and Tenant’s credit
toward the cost of the construction is referred to herein as
“Tenant’s Finish Cost”. Tenant’s Finish Cost, assuming that no
revisions are made to the Final. Plans and that no Tenant
Delays (as hereinafter defined) occur, shall be $91,865.00.
Final Plans dated 7/21/88 (Architectural) and 7/22/88
(Plumbing and Electrical).



     Section 3.1. Tenant shall pay’ to Landlord
Tenant’s Finish Cost within thirty (30) days of the issuance
of a temporary or permanent certificate of occupancy for the
Demised Premises. Tenant’s Finish Cost shall be Additional
Rent, and Tenant shall pay such amount in full., without setoff
or deduction.



     Section 3.2. In .the event that Tenant desires
any change in the Final. Plans, Tenant shall submit to Landlord
revised final plans setting forth the proposed change and
instructing Landlord whether to cease work or cease any
segment of work while the change is approved (in which case
the delay shall be a Tenant Delay as hereinafter defined) or
whether Landlord should continue constructing the Demised
Premises in accordance with the Final Plans notwithstanding
the proposed change’ thereto. In the event that no such
instructions are given, Landlord shall continue constructing
the Demised Premises in accordance with the Final Plans
without regard to the proposed changes thereto. Within five
(5) business days after receipt of any proposed change in the
Final Plans from Tenant, Landlord shall approve or reject same
and if rejecting same shall state the reasons for such
rejection. If Landlord has stopped work, or some segment
thereof at Tenant’s request, Landlord shall not recommence
same until Landlord receives written instructions from Tenant
authorizing the recommencement of such work. Upon the



82









 







granting of any approval, Landl.ord shall notify Tenant of the
amount, if any, of additional. Tenant’s Finish Cost arising
therefrom (which shall be calculated in the same manner as the
original Tenant’s Finish cost) and Landlord’s estimate of the
delay in completion that will be caused by such proposed
revision to the Final. Plans. In the event of a rejection by
Landlord of a proposed revision, Tenant may make changes to
the proposed revision and resubmit it pursuant hereto. Upon
receiving Landlord’s approval to any revision, Tenant shall,
as soon thereafter as practicable, but in no event in excess
of five (5) business days, and understanding that any delay in
responding may cause delays in completion substantially
greater than the estimate given by Landlord,. authorize the
work that Tenant desires by approving in writing the work and
the cost thereof, and submitting to Landlord signed and sealed
revised final plans sufficient for Landlord to obtain all
necessary permit and approvals to construct the Demised
Premises in accordance with such revised ,final plans. upon
the submission of such revised final plans, such revised final
plans shall ‘become the Final Plans hereunder. Any delay in
completion caused by the revision to the Final Plans, whether
greater or less than Landlord’s estimate, shall be a Tenant
Delay (as hereinafter defined).



     Section 3.3. If (a) a delay shall occur in the
completion of the Demised Premises in accordance with the
Final Plans or any revised Final Plans by the Landlord as the
result of (i) any direction by Tenant that the Landlord delay
proceeding with the work or any segment of the work in
anticipation of a possible revision to the Final Plans by
Tenant or for any other reason, (ii) any revision to the Final
Plans authorized by Tenant, or (iii) any other act or omission
of Tenant, its agents, employees or contractors (any of such
events being a “Tenant Delay”) , then (b) the Commencement
Date shall (even though no Certificate of Occupancy has been
issued or the Demised’ Premises has not been completed) be
deemed to be one day earlier than provided for in Article 2 of
the Lease for each day of such Tenant Delay.



     The extent of any Tenant Delay shall be
determined in the following manner: Landlord shall notify
Tenant of the estimated length of the Tenant Delay involved as
soon a practicable after the information necessary to estimate
such Tenant Delay is available (Which notice shall include the
basis for the Landlord’s estimate) and, as Landlord obtains
the information to calculate the actual Tenant Delay, Landlord
shall so notify Tenant, providing it with the basis used in
calculating such Tenant Delay. In the event of a dispute
concerning the length of any Tenant Delay, Landlord’s
calculation shall ,be used and the Commencement Date shall
occur in accordance’ therewith, provided, however, that Tenant
shall retain its right to challenge Landlord’s calculation of
the length of the Tenant Delay.



83









 





EXHIBIT C




RULES AND REGULATIONS





	1.	 	No sign, placard, picture, advertisement, name or notice shall be installed or
displayed on any part of the outside or inside of this Building without the prior written
consent of Landlord. Landlord shall have the right to remove, at Tenant’s expense and
without notice, any sign installed or displayed in violation of this rule. All approved
signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at
the expense of Tenant by a person chosen by Landlord.
	 
	2.	 	In Landlord objects in writing to any curtains, blinds, shades, screens or hanging
plants or other similar objects attached to or used in connection with any window or door
of the Premises, Tenant shall immediately discontinue such use. No [illegible] shall be
permitted on any part of the Premises. Tenant shall not place anything against or near
glass partitions or doors or windows which may appear unsightly from outside the Premises.
	 
	3.	 	Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators,
escalators or stairways of the Building. The halls, passages, exits, entrances, shopping
malls, elevators, escalators and stairways are not for the general public, and Landlord
shall in all cases retain the right to control and prevent access thereto of all persons
whose presence in the judgment of Landlord would be prejudicial to the safety, character,
reputation and interest of the Building and its tenants; provided that nothing herein
contained shall be construed to prevent such access to persons with whom any tenant
normally deals in the ordinary course of its business, unless such persons are engaged in
illegal activities. No tenant and no employee or invitee of any tenant shall go upon the
roof of the Building.
	 
	4.	 	The directory of the Building will be provided exclusively for the display of the name
and location of Tenants only, and Landlord reserves the right to exclude any other names
therefrom.
	 
	5.	 	All cleaning and janitorial services for the Building and the Premises shall be
provided exclusively through Landlord, and except with the written consent of Landlord, no
person or persons other than those approved by Landlord shall be employed by Tenant or
permitted to enter the Building for the purpose of cleaning the same. Tenant shall not
cause any unnecessary labor by carelessness or indifference to the good order and
cleanliness of the Premises.
	 
	6.	 	Landlord will furnish Tenant, free of charge, with two keys to each door lock in the
Premises. Landlord may make a reasonable charge for any additional keys. Tenant shall not
make or have made additional keys, and Tenant shall not alter any lock or install a new
additional lock or bolt on any door of its Premises. Tenant, upon the termination of its
tenancy, shall deliver to Landlord the keys of all doors which have been furnished to
Tenant, and in the event of loss of any keys so furnished, shall pay Landlord therefor.
	 
	7.	 	If Tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall
first obtain, and comply with, Landlord’s instructions in their installation.
	 
	8.	 	Tenant shall not place a load upon any floor of the Premises which exceeds the load
per square foot which such floor was designed to carry and which is allowed by law.
Landlord shall have the right to prescribe the weight, size and position of all equipment,
materials, furniture or other property brought into the Building.




84









 






	 	 	Heavy objects shall, if
considered necessary by Tenant, stand on such platforms as determined by Landlord to be
necessary to property distribute the weight. Business machines and mechanical equipment
belonging to Tenant, which cause noise or vibration that may be transmitted to the
structure of the Building or to any space herein to such a degree as to be objectionable
to Landlord or to any tenants in the Building, shall be placed and maintained by Tenant,
at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate
noise or vibration. The persons employed to move such equipment in or out of the Building
must be acceptable to Landlord. Landlord will not be responsible for loss of, or damage
to, any such
equipment or other property from any cause, and all damage done to the Building by
maintaining or moving such equipment or other property shall be repaired at the expense of
Tenant.
	 
	9.	 	Tenant shall not use or keep in the Premises any kerosene, gasoline or inflammable or
combustible fluid or material other than those limited quantities necessary for the
operation or maintenance of office equipment. Tenant shall not use or permit to be used in
the Premises any foul or noxious gas or substance, or permit or allow the Premises to be
occupied or used in a manner offensive or objectionable to Landlord or other occupants of
the Building by reason of noise, odors or vibrations, nor shall Tenant bring into or keep
in or about the Premises any birds or animals.
	 
	10.	 	Tenant shall not use any method of heating or air-conditioning other than that supplied
by Landlord.
	 
	11.	 	Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate
fully with Landlord to assure the most effective operation of the Building’s heating and
air-conditioning and to comply with any governmental energy-saving rules, laws or
regulations of which Tenant has actual notice, and shall refrain from attempting to adjust
controls other than room thermostats installed for Tenant’s use. Tenant shall keep corridor
doors closed, and shall close window coverings at the end of each business day.
	 
	12.	 	Landlord reserves the right, and without liability to Tenant, to change the name and
street address of the Building.
	 
	13.	 	Landlord reserves the right to exclude from the Building between the hours of 6 p.m.
and 7 a.m. the following day, or such other hours as may be established from time to time
by Landlord, and on Sundays and legal holidays, any person unless that person is known to
the person or employee in charge of the Building and has a pass or is properly identified.
Tenant shall be responsible for all persons for whom it requests passes and shall be liable
to Landlord for all acts of such persons. Landlord shall not be liable for damages for any
error with regard to the admission to or exclusion from the Building of any person.
Landlord reserves the right to prevent access to the Building in case of invasion, mob,
riot, public excitement or other commotion by closing the doors or other appropriate
action.
	 
	14.	 	Tenant shall close and lock the doors of its Premises and entirely shut off all water
faucets or other water apparatus and electricity, gas or air outlets before tenant and its
employees leave the Premises. Tenant shall be responsible for any damage or injuries
sustained by other tenants or occupants of the Building or by Landlord for noncompliance
with this rule.
	 
	15.	 	Tenant shall not obtain for use on the Premises ice, drinking water, food, beverage,
towel or other similar services or accept barbering or bootblacking services upon the
Premises, except at such hours and under such regulations as may be fixed by Landlord.
	 
	16.	 	The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed and no foreign substance of
any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or
damage resulting from he violation of this rule shall be borne by the tenant who, or whose
employees or invitees, shall have caused it.
	 
	17.	 	Tenant shall not sell, or permit the sale at retail, of newspapers, magazines,
periodicals, theater tickets or any other goods or merchandise to the general public in or
on the Premises. Tenants shall not make any room-to-room solicitation of business from
other tenants in the Building. Tenant shall not use the Premises for any business or
activity other than that specifically provided for in Tenant’s Lease.




85









 






	18.	 	Tenant shall not interfere with radio or television broadcasting or reception from or
in the Building or elsewhere.
	 
	19.	 	Tenant shall not mark, drive nails, screws or drill into the partitions, woodwork or
plaster or in any way deface the Premises or any part thereof. Landlord reserves the right
to direct electricians as to where and how [illegible] introduced to the Premise. Tenant
shall not cut [illegible] of the Premises in any manner except as approved by Landlord.
Tenant shall repair any damage resulting from noncompliance with this
rule.
	 
	20.	 	Tenant shall not install, maintain or operate upon the Premises any vending machine
without the written consent of Landlord.
	 
	21.	 	Canvassing, soliciting and distribution of handbills or any other written material, and
peddling in the Building are prohibited, and each tenant shall cooperate to prevent same.
	 
	22.	 	Landlord reserves the right to exclude or expel from the Building any person who, in
Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in
violation of any of the Rules and Regulations of the Building.
	 
	23.	 	Tenant shall store all its trash and garbage within its Premises. Tenant shall not
place in any trash box or receptacle any material which cannot be disposed of in the
ordinary and customary manner of trash and garbage disposal. All garbage and refuse
disposal shall be made in accordance with directions issued from time to time by Landlord.
	 
	24.	 	The Premises shall not be used for the storage of merchandise held for sale to the
general public, or for lodging or for manufacturing of any kind, nor shall the Premises be
used for an y improper, immoral or objectional purpose. No cooking shall be done, except
microwave cooking, or permitted by any tenant on the Premises, except that use by Tenant of
Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot chocolate and
similar beverages shall be permitted, provided that such equipment and use is in accordance
with all applicable federal, state, county and city laws, codes, ordinances, rules and
regulations.
	 
	25.	 	Tenant shall not use in any space or in the public halls of the building any hand
trucks except those equipped with rubber tires and side guards or such other
material-handling equipment as Landlord may approve. Tenant shall not bring any other
vehicles of any kind in to the Building.
	 
	26.	 	Without the written consent of Landlord, Tenant shall not use the name of the Building
in connection with or in promoting or advertising the business of Tenant except as Tenant’s
address.
	 
	27.	 	Tenant shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency.
	 
	28.	 	Tenant assumes any and all responsibility for protecting its Premises from theft,
robber and pilferage, which includes keeping doors locked and other means of entry to the
Premises closed.?
	 
	29.	 	The requirements of Tenant will be attended to only upon appropriate application to the
office of the Building by and authorized individual. Employees of Landlord shall not
perform any work or do anything outside of their regular duties unless under special
instructions from landlord, and no employee of Landlord will admit any person (Tenant or
otherwise) to any office without specific instructions from Landlord.
	 
	30.	 	Tenant shall not park its vehicles in any parking areas designated by Landlord as areas
of parking by visitors to the Building. Tenant shall not leave vehicles in the Building
parking areas overnight nor park any vehicles in the Building parking areas other than
automobiles, motorcycles, motor driven or non-motor driven bicycles or four-wheeled trucks.




86









 






	31.	 	Landlord may waive any one or more of these Rules and Regulations for the benefit of
Tenant or any other tenant, but no such waiver by Landlord shall be construed as a waiver
of such Rules and Regulations in favor of Tenant or any other tenant, nor prevent Landlord
from thereafter enforcing any such Rules and Regulations against any or all of the tenants
of the Building.
	 
	32.	 	These Rules and Regulations are in addition to, and shall not be construed to in any
way modify or amend, in whole or in part, the terms, covenants, agreements and conditions
of any lease of premises in the Building.
	 
	33.	 	Landlord reserves the right to make such other and reasonable Rules and Regulations as,
in its judgment, may from time to time be needed for safety and security, for care and
cleanliness of the Building and for the preservation of good order therein. Tenant agrees
to abide by all such Rules and Regulations herein above stated and any additional rules and
regulations which are adopted.
	 
	34.	 	Tenant shall be responsible for the observance of all of the foregoing rules by
Tenant’s employees, agents, clients, customers, invitees and guests.




87









 











Exhibit “E”




Parking Plan




88









 






EXHIBIT 0-1




CLEANING SERVICES




1. GENERAL CLEANING




     Nightly




	a.	 	Empty and clean all waste receptacles removing waste to a
designated central location for disposal. Landlord is to
provide for disposal of waste.
	 
	b.	 	Empty and clean all ash trays and receptacles.
	 
	c.	 	Remove all fingerprints, smudges and other marks from metal.
partitions, doors and other surfaces.





     Weekly




	d.	 	Hand dust and clean all office furniture that has been cleared
of papers, boxes, and/or personal items. ledges, chair rails,
baseboards, and window sills.





2. FLOORS




Group A — Granite, ceramic tile, marble, terrazzo




Group B —  Linotile, asphalt, koroseal, plastic vinyl, wood, rubber,
or other [illegible] floors and base.



Nightly





	a.	 	All floors in Group A to be swept, wet mopped and rinsed.
	 
	b.	 	All floors in Group B to be dry mopped





Weekly





	c.	 	All floors in Group B to be damp mopped.





Every six (6) months





	d.	 	All floors to be scrubbed and buffed.





3. VACUUMING




Nightly




a Vacuum or carpet sweep all rugs and carpeted areas.




89









 





Monthly





	b.	 	Brush or dust by hand carpet edges inaccessible to high
pressure vacuum attachments.





4. HIGH DUSTING




Every six (6) months 





	a.	 	Dust all clothes closet shelving. pictures, charts, graphs, etc.
	 
	b.	 	Dust clean all vertical surfaces such as walls, partitions,
door bucks and other surfaces.






	c.	 	Dust all venetian blinds.





5. SOCIAL SERVICE




Records and General Storage Area



Floors are to be broom cleaned weekly. Files and exposed open
shelves dusted once every three (3) months.




6. OTHER SERVICES





	a.	 	Landlord shall supply all soap, towels and toilet tissue. In
both men’s and women’s rooms and sanitary napkins In coin
dispensers in the women’s rooms.
	 
	b.	 	Landlord will supply all coin operated dispensers and will be
responsible (or the servicing of same and for the collection
of money from the machine.
	 
	c.	 	During the term of this lease the dispenser price for sanitary
napkins will not exceed a price equal to 150% of the
wholesale price paid by the landlord.





7. CARPETING



In addition to the aforementioned nightly and weekly vacuuming.
landlord will do the following:




Weekly



All carpeting is to be spot cleaned removing all stains. smudges,
and unsightly appearances.



8. GLASS



Monthly





90









 









	a.	 	Clean all partitions and furniture glass.





Annually





	b.	 	Clean all parameter windows, both inside and out.





9. GENERAL





	a.	 	All lights are to be extinguished and the doors as specified by
Tenant are to be locked after cleaning is completed.






	b.	 	All personnel are to be uniformed and clean in appearance
during business hours.
	 
	c.	 	Cleaning of all private bathrooms and/or kitchen areas will
be subject to additional charges which will be determined on
a case-by-case basis applying uniform rates to all tenants.




91









 











EXHIBIT F




SIGN CRITERIA




92









 






THIRD AMENDMENT TO LEASE




     THIS AGREEMENT (this “Amendment”) made as of the 5th day of August
1999, between THE OFFICES AT BEDMINSTER, LLC, a Delaware limited liability
company having an office c/o Gale & Wentworth, LLC, 200 Campus Drive, Florham Park,
New Jersey 07932, (“Landlord”); and NUI Corporation, Successor of NATURAL GAS
SERVICES, INC., a New Jersey corporation having an address of 550 Route 206 North,
P.O. Box 760, Bedminster, New Jersey 07921-0760 (“Tenant”).



W I T N E S S E T H:




     WHEREAS, Landlord’s’ predecessor-in-title Sammis Pluckemin Associates and Tenant
entered into an Agreement of Lease dated July 18, 1996 (the “Original Lease”) as amended by
First Amendment to Lease Agreement dated September 31, 1996 (the “First Amendment’’); and
as amended by Second Amendment to Lease Agreement dated February 19, 1997 (the “Second
Amendment’’); (the Original Lease, the First Amendment, and the Second Amendment
collectively referred to as the “Lease”) whereby Tenant is presently in possession of premises
containing approximately ten thousand five hundred forty-three (10,543) square feet of net
rentable area (the “Demised Premises”) in the building located at 550 Route 206 North (the
“Building”); and



     WHEREAS, the parties hereto desire to amend the Lease to extend the Term of the Lease
and to otherwise amend the Lease only in the respects and on the conditions hereinafter stated.
NOW, THEREFORE, Landlord and Tenant agree as follows:


1. For purposes of this Amendment, capitalized terms shall have the meanings ascribed to
them in the Lease unless otherwise defined herein.



2. The parties hereby confirm that the Term of the Lease is scheduled to expire on August
31, 2001. The Term of the Lease is hereby extended for an additional eight (8) years and four
(4) months so that the Term shall now terminate at 11:59 p.m. on December 31,2009 (the
“Expiration Date”). The period from September 1,2001 (the “Extension Commencement
Date”) through he Expiration Date is hereinafter referred to as the “Extended Term”, and
Paragraphs 2 and 3 of the Preamble of the Lease shall be deemed modified accordingly.



3. Tenant hereby acknowledges that, from the date hereof through the Expiration Date, Tenant
shall continue to lease the Demised Premises in its “AS IS” condition (subject to the
Refurbishment Allowance, as defined hereinafter, described herein).



4. Paragraphs 5 and 6 of the Preamble of the Lease are hereby amended to reflect that the Fixed
Rent and Monthly Fixed Rent due and payable by Tenant under the Lease shall be as follows
during the Extended Term:




	 	 	 	 	 
	Period	 	Fixed Rent	 	Monthly Fixed Rent
	From the extension
Commencement Date
(September 1, 2001)
through August 31,
2006

	 	Two Hundred
Ninety-seven Thousand
Eight Hundred
Thirty-nine and
75/100 Dollars
($297,839.75)
	 	Twenty-four Thousand
Eight Hundred
Nineteen and 98/100
Dollars ($24,819.98)
	 
	 	 	 	 
	From September 1,
2006 through the
Expiration Date of
December 31, 2009

	 	Three Hundred
Twenty-six Thousand
Eight Hundred
thirty-three and
00/100 Dollars
($326,833.00)
	 	Twenty-seven Thousand
Two Hundred
Thirty-six and 08/100
($27,236.08)






93









 





5. Paragraph 12 of the Preamble is hereby amended to reflect that the Designated Broker is
collectively Alexander Summer, LLC and Gale & Wentworth Real Estate Advisors, LLC.



6. Paragraph 15 of the Preamble is hereby’ deleted in its entirety and is replaced with the term 7
“Tenant’s Refurbishment Allowance”. Tenant’s Refurbishment Allowance shall be defined
as an amount equal to Five and 00/100 Dollars ($5.00) per square foot of net rentable
area of the Demised Premises, being a total of Fifty-two Thousand Seven Hundred Fifteen
Dollars ($52,715.00). Tenant shall have the right to use all or a portion of the
Refurbishment Allowance for only the following purposes: (i) improving the Demised
Premises by refurbishing the wall coverings, floor coverings, ceilings, or any other part o(the
initial build-out performed by Landlord pursuant to Exhibit B of the Original Lease,’ to
Attachment B of the First Amendment, or to Attachment B to the Second Amendment; or
(ii) contributing to the cost of completing. the improvements to the additional space
containing approximately nineteen thousand six-hundred sixty-one (19,661) square feet of net
rentable area to be leased by NUI Corporation pursuant to the Second Amendment to Lease
between Landlord and NUI Corporation (the “NUI Amendment’), which contribution shall
be disbursed subject to the terms of Paragraph 11 of the NUI Amendment Tenant
acknowledges that, in the event that Tenant does not use all of the Refurbishment Allowance,
Tenant shall have no right to a claim, deduction, or offset with respect to any unused portion.



7. Paragraph 3(a) of the Lease is hereby ‘amended to reflect that, as of the Extension
Commencement Date, (i) the term “Initial Year” shall mean the twelve month period
commencing on the first full calendar month after the Extension Commencement Date, and
(ii) the term “Lease Year” shall mean the Initial’ Year and each twelve month period
occurring after the Initial Year. In addition, Paragraph 3(a)(2) is amended to delete the
reference to “capital improvement to the Project.”



8. Paragraph 8(a) of the Lease is amended to reflect that the time period within which Tenant
shall deliver such estoppel certificates is ten (10) days following Tenant’s receipt of request
therefor.



9. Paragraphs 10 (b), 10 (c), and 10 (d) of the Lease are hereby deleted in its entirety and are
replaced with the following provisions:



(b) Tenant shall, at Tenant’s sole cost and expense, except to the extent prohibited by law
with respect to worker’s compensation insurance, for the benefit of Tenant, Landlord, and
any Additional Insured (as hereinafter defined) and/or any other additional insured as
Landlord shall from time to time reasonably determine, maintain or cause to be maintained
(i) commercial general liability insurance coverage with a limit of not less than Five Million
and 00/100 Dollars ($5,000,000.00) per each occurrence
(“CGL”), to include commercial
umbrella liability coverage, if necessary [If the CGL contains a general aggregate, it shall
apply separately to the Demised Premises. The CGL shall be written on ISO occurrence
form CG00011093 or a substitute providing equivalent coverage and shall cover liability
arising from the Demised Premises, operations, independent contractors, products-completed
operations, personal injury, advertising liability, and liability under an insured contract. The
commercial umbrella liability coverage shall be consistent with the primary coverage.]; (ii)
worker’s compensation insurance covering all persons employed in connection with the
construction of any improvements by Tenant and the operation of its business upon the
Demised Premises; and (iii) “all risk” coverage on all of Tenant’s personal property,
including, but not limited to, standard fire and extended coverage insurance with vandalism
and malicious mischief endorsements on all of the Tenant Improvements and Alterations in
or about the Demised Premises, to the extent of their full replacement value. If, in the
opinion of any mortgagees or ground lessors of the Land and/or the Building, the foregoing
coverages and/or limits shall become inadequate or less than that commonly maintained by
prudent tenants in similar buildings in the area by tenants making similar uses, Landlord shall
have the right to require Tenant to increase its insurance coverage and/or limits. All such
insurance shall, to the extent permitted by law, name any mortgagees and ground lessors of
the Land and the Building and any owners, mortgagees, and ground lessors of other portions


94









 






of the Complex, and their successors and assigns (“Additional Insureds”) and Landlord, as
additional insureds and shall be written by an insurance carrier authorized to do business in
the State of New Jersey and that is rated at least A+ XII by A.M. Best Company, Oldwick,
New Jersey.



(c) Prior to the Commencement Date, Tenant shall deliver to Landlord a certificate of each
policy required under this Lease, which certificate shall be in a form reasonably satisfactory .
to Landlord and shall, at a minimum: (i) specify the additional insured status of Landlord and
of the Additional Insureds, (ii) evidence the waiver of subrogation required pursuant to
Paragraph 10 (d), and (iii) provide that said policy shall not be reduced in amount (or
otherWise materially changed) or canceled or lapse without providing to Landlord at the
address specified in Paragraph 18 of the Lease at least thirty (30) days’ written notice of such
reduction (or other material change), cancellation, or lapse. Tenant agrees to provide to
Landlord timely renewal certificates as the coverage renews. Notwithstanding anything
herein to the contrary, all policies required to be effected by Tenant under this Lease shall be
maintained in force throughout the Term or any Renewal Term.



(d) Landlord and Tenant waive all rights of recovery against each other and the Additional
Insureds for any loss, damages, or injury of any nature whatsoever to property for which the
waiving party is required to be insured. In addition, during the Term, Landlord and Tenant
shall each maintain in effect in each insurance policy required under this Lease that relates to
property damage a waiver of subrogation in favor of the other party and the Additional
Insureds from its then-current insurance carriers and shall, upon written request of the other
party, furnish evidence of such currently effective waiver which shall be in customary form.



10. Paragraph 11 of the Lease is hereby amended to reflect that this provisions shall survive the
expiration or sooner termination of the Lease.



11. Based on the modification to Paragraph 10 of the Lease, as set forth in Paragraph 9 of this
Amendment, Paragraph l2(b) of the Lease is hereby deleted in its entirety and shall be of no
further force or effect.



12. As of the date hereof, Paragraphs 15(b), (e), (£), (g), and (h) of the Lease shall be deleted
in their entirety and shall e of no further force of effect. Tenant’s electrical consumption for
the Demised Premises shall be paid by Tenant on a quarterly annual basis (due on or before
January 1, April 1, July 1, and October 1 of each calendar year during the Term without
demand therefor and without any set-off, recoupment, or deduction whatsoever) based
upon a monthly charge of One and 40/100 ($1.40) per square foot of net rentable area
contained in the Demised Premises, which charge represents the cost of the estimated
monthly usage in the Demised Premises. Said monthly charge may be adjusted from time to
time on the basis of changes in electric rates or usage of power within the Demised Premises.
Notwithstanding the foregoing, Landlord and Tenant acknowledge that Tenant’s actual
electrical consumption in the Demised Premises shall be measured by sub meter. Therefore,
while Tenant will continue to pay the foregoing monthly charge on a quarterly armua1 basis,
Landlord shall read the submeter on a quarterly annual basis and, within a reasonable time
following such reading, shall send to Tenant a reconciliation statement based upon the same.
within thirty (30) days following Tenant’s receipt of any such quarterly annual reconciliation
statement, Tenant shall pay to Landlord the amount of any underpayment due for the relevant
quarter. If Tenant has overpaid for such quarter, Landlord shall reimburse Tenant for the
amount of the overpayment.



13. Paragraph 18 of the Lease is hereby amended to reflect that notices to Landlord and Tenant
shall be addressed as follows:




The Offices at Bedminster

c/o Gale & Wentworth, LLC

200 Campus Drive

Florham Park, New Jersey 07932

Attn: Asset Management




AND




95









 





The Offices at Bedminster

c/o Gale & Wentworth, LLC

200 Campus Drive

Florham Park, New Jersey 07932

Attn: Marc Leonard Ripp, Esq.



14. Paragraph 22 of the Lease is hereby amended to reflect that Landlord and Tenant represent
and warrant to each other that the Designated Broker noted m Paragraph 5 of this
Amendment is the sale broker with whom each party has negotiated in bringing about this
Amendment. Landlord and Tenant agree to be responsible for and to indemnify and hold the
other harmless from and against any claim for a commission or other compensation by any
broker other than the Designated Broker claiming to have negotiated with the indemnifying
party with respect to this Amendment.



15. Paragraph 24 of the Lease is hereby deleted in its entirety and is replaced with the following
Provision:



a) Tenant is hereby granted two (2) successive option{s) to renew this Lease for a Renewal
Term of five (5) years each, subject to the terms of this Paragraph 24. In the event that
Tenant desires to renew this Lease, it shall give notice in writing to Landlord of its intention
to renew the Lease at least twelve (12) months prior to the Expiration Date (as amended
herein) and at least twelve (12) months prior to the expiration of the first Renewal Term, as
the case may be. During each of the Renewal Terms, Tenant shall lease the Demised
Premises in its “AS IS” condition and all of the terms and conditions of this Lease shall
otherwise remain in effect during each of the Renewal Terms, except that ‘the annual Fixed
Rent payable during each of the Renewal Terms shall be ninety-five (95%) percent of the
annual fair market renewal rental value of the Demised Premises based on a comparison of
the rents and accrued escalations then being paid by tenants renewing leases for comparable
space in the competitive market area of the Demised Premises, excluding from consideration
rent concessions, such as free rent and work letter allowances, made to tenants leasing space
initially, but taking into consideration rent concessions, such as refitting allowance, made to
tenants renewing leases (“Fair Market Renewal Rent”); provided, however, that in no event
shall the annual Fixed Rent be less than the annual Fixed Rent payable during the year
preceding the first year of each such Renewal Term, In the event the Fixed Rent to be paid
during either Renewal Term increases over the amount paid during the year preceding the
first year of each such Renewal Term, Landlord may, at its sole option, require Tenant to
pay, on or before the commencement of the applicable Renewal Term, a proportionate
increase in the Security Deposit.



(b) The Fair Market Renewal Rent of the Demised Premises for purposes of subparagraph (a)
of this Paragraph 24 shall take into account the provisions of this Lease and shall be
determined pursuant to the provisions of this subparagraph 24(b). The Fair Market Renewal
Rent shall be set forth by Landlord in a notice to Tenant at least sixty (60) days prior to the
commencement of each of the applicable Renewal Terms. The Fair Market Renewal Rent
set forth in such notice shall be binding upon both parties, unless Tenant shall notify
Landlord of its objection within twenty (20) days after receipt of such notice. In the event of
such an objection, which is not resolved within twenty (20) days thereafter, Tenant, at its
own expense, shall designate an MAI or SREA appraiser in the Somerset County area.
Tenant’s designated appraiser shall then determine and promptly report to both parties in
writing the Fair Market Renewal Rent of the Demised Premises, which report shall be
binding upon both parties, unless Landlord shall object to same within twenty (20) days after
receipt of said report. If Landlord shall so object, both parties shall jointly appoint a separate
MAI or SREA appraiser who shall determine the Fair Market Renewal Rent by selecting
either Landlord’s Fair Market Renewal Rent determination or Tenant’s designated
appraiser’s Fair Market Renewal Rent determination according to whichever of the two
valuations is closer to the actual Fair Market Renewal Rent in the opinion of such separate
appraiser. The costs of such separate appraiser shall be shared equally by Landlord and
Tenant.



(c) It shall be a condition of the exercise of the option set forth in this Paragraph 24, that at
the time of the exercise of said option, Tenant shall not be in default under this Lease beyond




96









 







applicable grace periods.



(d) Tenant acknowledges and agrees that the option(s) set forth in this Paragraph 24 shall be
personal to Tenant and shall not be exercisable by any party (including any assignees) other
than Tenant named herein. Furthermore, notwithstanding anything herein to the contrary,
Tenant shall not have the right to exercise the renewal option(s) set forth herein if the amount
of square feet of net rentable area of the Demised Premises leased by Tenant during the
applicable Renewal Term is fifty (50%) percent or less than the amount of square feet of net
rentable area leased by Tenant as of the date hereof



16. Paragraph 28 of the Lease is hereby deleted in its entirety and is replaced with the following
provisions:



(a) Tenant agrees to comply with all present or future federal, state, or local laws, rules, or
regulations dealing with environmental protection (“Environmental Laws”), including, but
not limited to, the Industrial Site Recovery Act (N.J.S.A. 13:IK-6, et seq.) (“ISRA”) having
jurisdiction over the Demised Premises. Tenant agrees that such compliance shall be at
Tenant’s sole cost and expense. Tenant shall immediately provide Landlord, as they are
issued or received by Tenant, with copies of all correspondence, reports, notices, orders,
findings, declarations, and other materials that are pertinent to Tenant’s compliance with
Environmental Laws.



(b) Tenant represents to Landlord that Tenant’s Standard Industrial Classification (SIC)
Number as used on Tenant’s Federal Tax Return is as set forth in the Preamble of the Lease.
Tenant shall not conduct any operations at the Demised Premises that shall cause the
Building or the Demised Premises to be deemed an “industrial establishment” as currently
defined in ISRA or otherwise trigger ISRA. If, due to an amendment to ISRA or otherwise
Tenant’s operations become subject to ISRA during the Term of the Lease, Tenant shall
comply with all ISRA requirements at Tenant’s. sole cost and expense. Such expenses shall
include, but not limited to, any applicable state agency fees, engineering fees, dean-up costs,
filing fees, and suretyship expenses. In addition, in the event any other Building tenant or
Landlord triggers ISRA, Tenant agrees to cooperate with Landlord and provide any
information relating to Tenant and its operations at the Demised Premises that is needed by
Landlord to comply with ISRA. The foregoing undertakings shall survive the termination or
sooner expiration of the Lease and surrender of the Demised Premises and shall also survive
the sale, lease, or assignment of the Demised Premises by Landlord for a period of one (I)
year.



(c) Tenant shall not generate, store, manufacture, refine, transport, treat, dispose of; or
otherwise permit to be present on or about the Demised Premises any Hazardous Substances
with the exception of de minimis quantities of Hazardous Substances commonly used in the
cleaning and maintenance of general business offices in quantities appropriate to such use.
As used herein, “Hazardous Substance” shall be defined as any “hazardous chemical,”
“hazardous substance,” “hazardous waste,” or similar term as defined in the Comprehensive
Environmental Response Compensation and Liability Act, as amended (42 U.S.C. §§9601, el
seq.). ISRA, the New Jersey Spill Compensation and Control Act, as amended, (N.J.S.A.
58: IO-23.11b, et seq.), any rules or regulations promulgated thereunder, or in any other
present or future Environmental Laws.



(d) Tenant agrees to indemnify, defend, and hold harmless Landlord and each mortgagee of
the Demised Premises from and against any and all liabilities, damages, claims, losses,
judgments, causes of action, costs, and expenses (including the reasonable fees and expenses
of counsel) that may be incurred by Landlord or any such mortgagee or threatened against
Landlord or such mortgagee, relating to or arising out of any breach by Tenant of this
Paragraph 28, which indemnification shall survive the expiration or sooner termination of
this Lease.



17. Paragraph 29 (b) of the Lease is hereby deleted in its entirety and is replaced with the
following
provision



(b) Tenant acknowledges and agrees that neither Landlord, the Morgan Guaranty Trust
Company of New York, as trustee of the Commingled Pension Trust Fund (Special Situation
Investments — Real Estate) of Morgan Guaranty Trust Company of New York, nor any




97









 








shareholder, officer, director; partner (general or limited), limited liability company member,
tenant-in-common, venturer, trustee, trust beneficiary, grantor, trustee-grantor, or other
individual or entity having an interest in Landlord shall have any personal liability for the
performance of any of the terms, covenants, or conditions to be performed by Landlord under
this Lease; rather, Tenant agrees to look solely to Landlord’s interest and estate in the Land
and the Building for the satisfaction of Tenant’s remedies arising out of or related to this
Lease.



18. Tenant represents, warrants, and covenants that, to the best of Tenant’s knowledge,



(i) Landlord is not in default under any of its obligations under the Lease, (ii) Tenant is
not in default of any or its obligations under the Lease, and (iii) no event has occurred which,
with
the passage of time or the giving of notice, or both, would constitute a default by either
Landlord or Tenant thereunder.



19. Except as modified by this Amendment, the Lease and all the covenants, agreements, terms,
provisions, and conditions thereof shall remain in full force and effect and are hereby ratified
and affirmed. The covenants, agreements, terms, provisions, and conditions contained in this
Amendment shall bind and inure to the benefit of the parties hereto and -their respective
successors and, except as otherwise provided in the Lease as modified by this Amendment,
their respective assigns. In the event of any conflict between the terms contained in this
Amendment and the Lease, the terms herein contained shall supersede and control the
obligations and liabilities of the parties.



20. This Amendment shall become effective only upon execution and delivery thereof by
Landlord and Tenant.




     IN WITNESS WHEREOF, Landlord-and Tenant have hereunto set their hands and seals
as of the date and year first above written, and acknowledge the one to the other that they possess
the requisite authority to enter into this transaction and to sign this Amendment.



	 	 	 	 	 
	WITNESS:

	 	THE OFFICES AT BEDMINSTER, LLC
	 
	 	 
	 

	 	By: Gale & Wentworth, LLC,
	 

	 	Authorized Management Agent
	 
	 	 
	[illegible] 

	 	By: 	[illegible] 


	Vice President

	 	Name: [illegible]
	 

	 	Title:
	 

	 	Dated: 8/5/99
	 
	 	 
	ATTEST:

	 	NUI CORPORATION, SUCCESSOR to
	 

	 	NATURAL GAS SERVICES, INC.
	[illegible] 

	 	By:  	[illegible] 


	 

	 	Name:
	 

	 	Title: COO & CFO
	 

	 	Date: 8/4/99






98









 







SECOND AMENDMENT TO LEASE AGREEMENT



THIS AMENDME.NT TO LEASE AGREEMENT (this “Amendment”)
made This 19th day of 1997 by and between SAMMIS PLUCKEMIN
ASSOCIATES, a California partnership (“ Landlord”), having an address
c/o Gale & Wentworth, 200 Campus Drive, Florham Park, New Jersey 07932
and NATURAL GAS SERVICES, INC., a corporation (“Tenant”), having
its principal address at 550 Route 206 North, P.O. Box 760, Bedminster,
New Jersey 07921-0760.




W I T N E S S E T H:




     WHEREAS, by lease agreement dated July 18, 1996, as
amended by First Amendment to Lease dated Sept. 3, 1996
(collectively the “Lease”), Landlord and Te ant agreed to lease
approximately seven thousand fifty-seven (7,057) square feet of
gross rentable area located on the first floor of the Building, as
defined in the Lease (the “Demised Premises”); and



     WHEREAS, Landlord and Tenant desire to amend the Lease
to increase the gross rentable area of the Demised Premises by three
thousand four hundred eighty-six (3,486) square feet, which area is
depicted on the floor plan attached hereto as Attachment “A” (the
“Additional Space”), on the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises and
the mutual promises contained herein, Landlord and Tenant hereby agree
as follows:



     1. Landlord agrees to provide the improvements and
other work in and to. the Additional Space in accordance with the
plans provided by Tenant to Landlord pursuant to the provisions of
Attachment “B” attached hereto. Tenant covenants that the Final
Plans (as such term is defined in Attachment B) will completely and
accurately represent and depict the work to be performed by
Landlord in order to make the Additional Space ready for occupancy
by Tenant. The Additional Space shall be deemed ready for
occupancy, and the obligations of Tenant to pay increased Fixed
Rent and Additional Rent as provided herein shall commence, on the
Additional Space Commencement Date, as defined herein. The
Additional Space Commencement Date shall be the date on which
Landlord substantially completes the Additional Space (as
determined below) in accordance with the Final Plans (minus such
days attributable to Tenant Delay, as defined in Section 3.3 of
Attachment B), whichever is later. The date on which Landlord has
substantially completed the Additional Space shall be the date
that: (i) the required work on the Additional Space has been
substantially completed (and Landlord shall be deemed to have
substantially completed said work notwithstanding that minor or insubstantial details of construction, mechanical adjustment or
decoration remain to be performed within the Additional Space or
any part thereof, the non-completion of which does not materially
interfere with Tenant’s use of the Additional Space) and (ii) the
Additional Space shall be delivered to Tenant in tenantable condition,



99









 







free of violations of any health, safety, fire and other statutes and
regulations governing the Additional Space and its
use, together with a certificate (temporary or final) by
appropriate governmental authority, permitting occupancy of the
Additional Space for the purposes set forth herein. If the
occurrence of any of the conditions listed in the preceding
sentence, and thereby the making of the Additional Space ready for
occupancy 1 shall be delayed due to a Tenant Delay, then the
Additional Space Commencement Date shall be accelerated by a time
period equal to the number of days of Tenant Delay so caused by
Tenant. In the event any such Tenant Delay days shall be asserted
by Landlord, Landlord shall notify Tenant of the same, which notice
shall include the number of Tenant Delay days. Landlord shall
proceed diligently to complete any “punchlist” items of work within
thirty (30) days after the Additional Space Commencement Date or
such later time period as may be required to complete any items
which Landlord, proceeding diligently, cannot complete within such
thirty (30) day time period.



     2. In the event that Tenant desires to make any change
in the Final Plans, such changes must be requested in writing on
behalf of Tenant and submitted to Landlord in accordance with the
procedure specified in section 3.2(b) of Attachment B of the Lease.



     3. Landlord and Tenant agree that any references to
the Demised Premises in this Amendment shall be deemed to include
(i) the Additional Demised Premises, as such terms defined in the
First Amendment to Lease, and (ii) the Additional Space; unless the
term used is “Original Demised Premises,” which shall refer to the
Demised Premises exclusive of the Additional Demised Premises and
the Additional Space. References to the Effective Date shall be as
defined in the First Amendment to Lease., Landlord and Tenant
further acknowledge that Paragraphs 4 through 8 of this Amendment
reflect calculations that shall be accurate in the event the
Effective Date occurs prior to the Additional Space Commencement
Date. Therefore, notwithstanding anything herein to the contrary,
in the event the Effective Date of the Additional Demised Premises
occurs later than the Additional Space Commencement Date, the
calculations set forth in Paragraphs 4 through 8 of this Amendment
shall be amended so that the Demised Premises shall include only
the Original Demised Premises and the Additional Space, but not the
Additional Demised Premises.



     4. Paragraph 1 of the Preamble to the Lease is hereby
amended to provide that, as of the Additional Space Commencement
Date, the gross rentable area of the Demised Premises shall
increase by the gross rentable area of the Additional Space.
Thereafter, provided the Effective Date of the Additional Demised
Premises, has occurred, the Demised Premises shall be ten thousand
five hundred forty-three (10,543) square feet of gross rentable
area of office space, and all references to the Demised Premises in
the Lease, including, without limitation, the references to the
Demised Premises contained in Paragraph 24 of the Lease setting
forth Tenant’s renewal option, shall include the Additional Space.



100









 





     5. Provided the Effective Date of the Additional
Demised Premises has occurred, Paragraph 5 of the Preamble to the
Lease is hereby amended to provide ‘-that the Fixed Rent (i) shall
increase from One Hundred Eight-one Thousand Seven Hundred
Seventeen and 75/100 Dollars ($181,717.75) per annum to Two Hundred
Seventy-four Thousand Ninety-six and 75/100 Dollars ($274,096.75)
per annum from the Additional Space Commencement Date until the
Expiration Date and (ii) shall be the Fair Market Value at the
beginning of each Renewal Term, as defined in Paragraph 24(b) of
the Lease, during both the first Renewal Term and the second
Renewal Term.



     6. Provided the Effective Date of the Additional
Demised Premises has occurred, Paragraph 6 of the Preamble to the
Lease is hereby amended to provide that the Monthly Fixed Rent (i)
shall increase from Fifteen Thousand One Hundred Forty-three and
15/100 Dollars ($15,143.15) to Twenty-two Thousand Eight Hundred
Forty-one and 40/100 Dollars ($22,841.40) per month from the
Additional Space Commencement Date until the Expiration Date and
(ii) shall be One-twelfth (1/12th) of the Fair Market Value during
the two (2) Renewal Terms.



     7. Provided the Effective Date of the Additional
Demised Premises has occurred, Paragraph 8 of the Preamble to the
Lease is hereby amended to increase the Tenant I s Proportionate
Share to five and sixty-one hundredths percent (5.61%) as of the
Additional Space Commencement Date, arrived at by dividing the
gross rentable area of the Demised Premises (which for the purpose
of the Lease is agreed to be 1.0,543 square feet} by the gross
rentable area of the Building (which for the purpose of the Lease
is agreed to be 187,765 square feet).



     8. Provided the Effective Date of the Additional
Demised Premises has occurred, Paragraph 13 of the Preamble of the
Lease is hereby amended to increase the number of Tenant’s Non-Exclusive
Spaces from twenty-five (25) to thirty-eight (38) as of
the Additional Space Commencement Date.



     9. In the event that the Additional Space Commencement
Date shall occur on a date other than the first calendar day of a
month, the charge for the Monthly Fixed Rent for the month in which
such date occurs shall be appropriately pro-rated. (Such pro
ration shall similarly result in a pro ration of the annual Fixed
Rent unless the Additional Space Commencement Date occurs on the
first day of the Lease Year.)



     10. Tenant and Landlord warrant and represent to each
other that neither has dealt with any broker or brokers regarding
the negotiation of this Amendment other than Alexander Summer,
L.L.C. and Gale & Wentworth Real Estate Advisors, Inc. (the
“Designated Broker”). Tenant and Landlord agree to be responsible
for and to indemnify and hold each other harmless from and against
any claim for a commission or other compensation by any broker
other than the Designated Broker based upon such broker’s dealings



101









 







with the indemnifying party. Landlord shall pay any commission due
to the Designated Broker as a result of the execution of this
Amendment in accordance with a separate written agreement.



     11. Tenant represents, warrants and covenants that
Landlord is not in default under any of its obligations under the
Lease and that to the best of Tenant’s knowledge, Tenant is not in
default of any of its obligations under the Lease and no event has
occurred which, with the passage of time or the giving of notice,
or both, would constitute a default by either Landlord or Tenant
thereunder.



     12. Capitalized terms used herein but not defined shall
have the same meaning as set forth in the Lease.



     13. Except as modified herein, the Lease remains unmodified
and in full force and effect.



     14. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.



	 	 	 	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	ATTEST:

	 	NATURAL GAS SERVICES, INC.,
	 

	 	a                      corporation
	 
	 	 
	/s/
Carol A. Sliker

	 	[illegible]

	Name: Carol A. Sliker

	 	Name: Richard L. [Illegible]
	Title: Assistant Secretary – NUI CORP.

	 	Title: President






102









 






ATTACHMENT A

SECOND AMENDMENT SPACE




103









 





ATTACHMENT “B”




WORK LETTER TO FIRST AMENDMENT TO LEASE




Between




SAMMIS PLUCKEMIN ASSOCIATES




and




NATURAL GAS SERVICES, INC.




     Section 1.1. The provisions of this Attachment shall
have the same force and effect as if this Attachment were a
numbered Article of the Lease.



     Section 2 .1. Landlord agrees to construct the Additional
Space in accordance with Fina1 Plans (as hereinafter defined) which
construction shall be completed in a good and workmanlike manner
and in compliance with all applicable laws and regulations. Tenant
shall pay to Landlord, in accordance with .the terms hereof, the
Construction Cost (as defined in Section 4.1 hereof), against which
Tenant shall be entitled to a credit of Twenty Dollars ($20.00) per
rentable square foot of the Additional Space, being Sixty-nine
Thousand Seven Hundred Twenty Dollars ($69,720.00) (the
“Construction Allowance”). The difference between the Construction
Cost and the Construction Allowance is referred to herein as
“Tenant’s Finish Cost.”



     Section 3.1. Subject to Section 2.1, Tenant shall pay to
Landlord Tenant’s Finish Cost within ten (10) days of the issuance
of a temporary or permanent certificate of occupancy for the
Demised Premises. Tenant’s Finish Cost shall be Additional Rent,
and Tenant shall pay such amount in full, without set-off or
deduction.



     Section 3.2. (a) Tenant shall submit to Landlord and
Landlord’s architect sufficient information to allow Landlord to
prepare final plans setting forth the construction plans for the
construction of the Additional Space as provided in this Section
3.2(a) and such plans shall’ be prepared by Landlord’s architect.
Within five (5) business days after receipt of any proposed final
plans from Landlord, Tenant shall approve or reject same and if
rejecting same shall ,state the reasons for such rejection. In the
event of a rejection by Tenant’ of any proposed final plans,
Landlord may make changes to the proposed final plans and resubmit
them pursuant hereto. Upon receiving Tenant’s approval to any
proposed final plans, such plans shall become the Final Plans (the
II Final Plans” ) hereunder. Provided that Tenant has received
proposed Final Plans at least fifteen (15) days prior thereto,
Tenant’s failure to approve Final Plans by                     ,
1997 shall constitute a Tenant Delay, as defined in Section 3.3
hereof.


(b) In the event that Tenant desires any change in
the Final Plans, Tenant shall submit to Landlord revised final




104









 







plans setting forth the proposed change and instructing Landlord
whether to cease work or cease any segment of work while the change
is approved (in which case the delay shall be a Tenant Delay as
hereinafter defined) or whether Landlord should continue
constructing the Additional Space in accordance with the Final
Plans notwithstanding the proposed change thereto. In the event
that no such instructions are given, Landlord shall continue
constructing the Additional Space in accordance with the Final
Plans without regard to the proposed changes thereto. Within three
(3) business days after receipt of any proposed change in the Final
Plans from Tenant, Landlord shall approve or reject same and if
rejecting same shall state the reasons for such rejection. If
Landlord has stopped work, or some segment thereof at Tenant’s
request, Landlord shall resume work, or some segment thereof at
Tenant’s .written instructions from Tenant authorizing the
recommencement of such work. Upon the granting of any approval,
Landlord shall notify Tenant of the amount, if any, of additional
Tenant’s Finish Cost arising therefrom (which shall be calculated
in the same manner as the original Tenant’s Finish Cost) and
Landlord’s estimate of the delay in completion that will be caused
by such proposed revision to the Final Plans. In the event of a
rejection by Landlord of a proposed revision, Tenant may make
changes to the proposed revision and resubmit it pursuant hereto.
Upon receiving Landlord’s approval to any revision, Tenant shall,
as soon thereafter as practicable, but in no event in excess of
five (5) business days, and understanding that any delay in
responding may cause delays in completion substantially greater
than the estimate given by Landlord, authorize the work that Tenant
desires by approving in writing the work and the cost thereof, and
submitting to Landlord signed and sealed revised final plans
sufficient for Landlord to obtain all necessary permits and
approvals to construct the Additional Space ·in accordance with such
revised final plans. Upon the submission of such revised final
plans,. such revised final plans shall become the Final Plans
hereunder. Any delay in completion caused by the revision to the
Final Plans, whether greater or less than Landlord’s estimate,
shall be a Tenant Delay (as hereinafter defined).




     Section 3.3. If (a) a delay actually occurs in the
completion of the Additional Space in accordance with the Final
Plans or any revised Final Plans by the Landlord as the result of
(i) any delay in approving and executing the Final Plans to
Landlord in the form required by Section 3.2(a) hereof, (ii) any
direction by Tenant that the Landlord delay proceeding with the
work or any segment of the work in anticipation of a possible
revision to the Final Plans by Tenant or for any other reason,
(iii) any revision to the Final Plans authorized by Tenant, or (iv)
any other act or omission “of Tenant I its agents I employees or
contractors (any of such events being a “Tenant Delay”), then (b)
the Additional Space Commencement Date shall (even though no
Certificate of Occupancy has been issued or the Demised Premises
has not been completed) be deemed to be one day earlier than
provided for in Paragraph 1 of this Second Amendment to Lease for
each day of such Tenant Delay.



105









 




The extent of any Tenant Delay shall be determined in the
following manner: Landlord shall notify Tenant of the estimated
length of the Tenant Delay involved as soon a practicable after the
information necessary to estimate such Tenant Delay is available
(which notice shall include the basis for the Landlord’s estimate)
and, as Landlord obtains the information to calculate the actual
Tenant Delay, Landlord shall so notify Tenant, providing it with
the basis used in calculating such Tenant Delay. In the event of
a dispute concerning the length of any Tenant Delay, Landlord’s
calculation shall be used and the Additional Space Commencement
Date shall occur in accordance therewith, provided, however, that
Tenant shall retain its right to challenge Landlord’s calculation
of the length of the Tenant Delay.




     Section 4.1. The “Construction Cost” as defined herein
shall be the actual cost, including out-of-pocket soft costs, to
Landlord of the construction of the Additional Space in accordance
with the Final Plans, plus four percent (4%) of such actual cost as
profit to Landlord and six percent (6%) of such actual cost as a
payment to Landlord to compensate Landlord for its overhead costs.



     Section 4.2. Prior to accepting any bid for work on the
Additional Space, Landlord shall submit to Tenant for Tenant’ s
review and recommendation copies of all bids received by Landlord
for such work. Tenant shall provide Landlord with Tenant’s.
recommendation regarding the approval of same within three (3)
business days of Tenant’s receipt of said bid copies. Landlord
shall consider Tenant’s recommendation and either accept such
recommendation or, in those instances where Landlord declines to
accept Tenant’s recommendation, provide Tenant with a written
explanation of its reasons for rejecting the same.



     Section 4.3. In the event the full amount of the
construction Allowance has not been credited towards the cost to
complete the work called for in the Final Plans, .the difference
shall not be credited towards Tenant’s Monthly Fixed Rent
obligations nor towards any other monetary obligations of Tenant.
The construction to be performed by Landlord and its contractors
shall not include the purchase or installation of any items not
shown as being completed by Landlord on the Final Plans, including,
but not limited to, furnishings, equipment and telephones or the
special wiring required for the installation or operation of
computer, data processing or telephone equipment. All of the
foregoing work (“Tenant’ s Installations”) shall be performed by
Tenant and its contractors, who shall be union contractors, at such
times and in such manner as shall not interfere with or delay
Landlord or Landlord’s contractors in the performance of the
construction work contemplated to be performed by Landlord and its
contractors hereunder. The cost for preparation of all
architectural documents, including the Final Plans, prepared by
Landlord’s architect for the Additional Space shall be applied
against the Construction Allowance.



106









 





FIRST AMENDMENT TO LEASE AGREEMENT



THIS AMENDMENT TO LEASE AGREEMENT (this “Amendment”)
made this 31st day of September, 1996 by and between SAMMIS PLUCKEMIN
ASSOCIA ES, a California partnership (“Landlord”), having an
address c/o Gale & Wentworth, 200 Campus Drive, Florham Park, New
Jersey 07921 and NATURAL GAS SERVICES, INC., a Corporation
(“Tenant”) having its principal address at 550 Route 206 North, P.O. 760,
Bedminster, New Jersey 07921-0760.




W I T N E S S E T H:




     WHEREAS, by Lease Agreement dated July 18, 1996 (the
“Lease”), Landlord and Tenant agreed to lease approximately five
thousand seventy-five (5,075) square feet of gross rentable area
located on the first floor of the Building, as defined in the Lease
(the “Demised Premises”); and



     WHEREAS, Landlord and Tenant desire to amend the Lease to
increase the gross rentable area of the Demised Premises by one
thousand nine hundred eighty-two (1,982) square feet, which area is
depicted on the floor plan attached hereto as Attachment “A” (the
“Additional Demised Premises”), on the terms and conditions set
forth herein;



     NOW, THEREFORE, in consideration of the premises and the
mutual promises contained herein, Landlord and Tenant hereby agree
as follows:


1. Landlord agrees to provide the improvements and
other work in and to the Additional Demised Premises in accordance
with the plans provided by Tenant to Landlord pursuant to the
provisions of Attachment “B” attached hereto. Tenant covenants
that the Final Plans (as such term is defined in Attachment B) will
completely and accurately represent and depict the work to be performed
by Landlord in order to make the Additional Demised Premises
ready for occupancy by Tenant. The Additional Demised Premises
shall be deemed ready for occupancy, and the obligations of Tenant
to pay increased Fixed Rent and Additional Rent as provided herein
shall commence, on the Effective Date, as defined herein. The
Effective Date shall be the date on which Landlord substantially
completes the Additional Demised Premises (as determined below) in
accordance with the Final Plans (minus such days attributable to
Tenant Delay, as defined in Section 3.3 of Attachment B), whichever
is later. The date on which Landlord has Substantially completed
the Additional Demised Premises shall be the date that: (i) the
required work on the Additional Demised Premises has been
substantially completed (and Landlord shall be deemed to have
substantially completed said work notwithstanding that minor or
insubstantial details of construction, mechanical adjustment or
decoration remain to be performed within the Additional Demised
Premises or any part thereof, the non-completion of which does not
materially interfere with Tenant’s use of the Additional Demised
Premises) and (ii) the Additional Demised Premises shall be
delivered to Tenant in tenantable condition, free of violations of




107









 







any health, safety, fire and other statutes and regulations
governing the Additional Demised Premises and its use, together
with a certificate (temporary or final) by appropriate governmental
authority, permitting occupancy of the Additional Demised Premises
for the purposes set forth herein. If the occurrence of any of
the, conditions listed in the preceding sentence, and thereby the
making of the Additional Demised Premises ready for occupancy,
shall be delayed due to a Tenant Delay, then the Effective Date
shall be accelerated by a time period equal to the number of days
of Tenant Delay so caused by Tenant. In the event any such Tenant
Delay days shall be asserted by Landlord, Landlord shall notify
Tenant of the same, which notice shall include the number of Tenant
Delay days. Landlord shall proceed diligently to complete any
“punchlist” items of work within thirty (30) days after the Effective
Date or such later time period as may be required to complete
any items which Landlord, proceeding diligently, cannot complete
within such 30-day time period.



2. In the event that Tenant desires to make any change
in the Final Plans, such changes must be requested in writing on
behalf of Tenant and submitted to Landlord in accordance with the
procedure specified in section 3.2(b) of Exhibit B of the Lease.



3. Paragraph 1 of the preamble to the Lease is hereby
amended to provide that, as of the Effective Date, the gross rentable
area of the Demised Premises shall increase by the gross rentable
area of the Additional Demised Premises. Thereafter, the
Demised Premises shall be seven thousand fifty-seven (7,057) square
feet of gross rentable area of office space, and all references to
the Demised Premises in the Lease, including, without limitation,
the references to the Demised Premises contained in Paragraph 24 of
the Lease setting forth Tenant’s renewal option, shall include the
Additional Demised Premises. References to the Demised Premises in
this Amendment to Lease Agreement shall be deemed to include the
Additional Demised Premises unless the term used is “Original
Demised Premises”, which shall refer to the Demised Premises
exclusive of the Additional Demised Premises.



4. Paragraph 5 of the preamble to the Lease is hereby
amended to provide that the Fixed Rent (i) shall increase from One
Hundred Thirty Thousand Six Hundred Eighty-one and 25/100 Dollars
($130,681.25) per annum to One Hundred Eighty-one Thousand Seven
Hundred Seventeen and 75/100 Dollars ($181,717.75) per annum from
the Effective Date until the Expiration Date and (ii) shall be the
Fair Market Value at the beginning of each Renewal Term, as defined
in Paragraph 24(b) of the Lease, during both the first Renewal Term
and the second Renewal Term.



5. Paragraph 6 of the preamble to the Lease is hereby
amended to provide that the Monthly Fixed Rent (i) shall increase
to Fifteen Thousand One Hundred Forty-three and 15/100 Dollars
($15,143.15) per month from the Effective Date until the Expiration
Date and (ii) shall be One-twelfth (1/12th) of the Fixed Rent
during the two (2) Renewal Terms.



6. Paragraph 8 of the preamble to the Lease is hereby




108









 







amended to increase the Tenant’s Proportionate Share to three and
seventy-six hundredths percent (3.76%) as of the Effective Date,
arrived at by dividing the gross rentable area of the Demised
Premises (which for the purpose of this Lease is agreed to be 7,057
square feet) by the gross rentable area of the Building (which for
the purpose of this Lease is agreed to be 187,765 square feet).



7. In the event that the Effective Date shall occur on
a date other than the first calendar day of a month, the charge for
the Monthly Fixed Rent for the month in which such date occurs
shall be appropriately pro-rated. (Such pro ration shall similarly
result in a pro ration of the annual Fixed Rent unless the Effective
Date occurs on the first day of the Lease Year.)



8. Tenant and Landlord warrant and represent to each
other that neither has dealt with any broker or brokers regarding
the negotiation of this Amendment to Lease Agreement other than
Alexander Summer, L.L.C. and Gale & Wentworth Real Estate Advisors,
Inc. (the “Designated Broker”). Tenant and -Landlord agree to be
responsible for and to indemnify and hold each other harmless from
and against any claim for a commission or other compensation by any
broker other than the Designated Broker based upon such broker’s
dealings with the indemnifying party. Landlord shall pay any
commission due to the Designated Broker as a result of the
execution of this Amendment to Lease Agreement in accordance with
a separate written agreement.



IN WITNESS WHEREOF f the parties hereto have executed this
Agreement on the date first above written.




	 	 	 	 	 
	WITNESS:

	 	SAMMIS PLUCKEMIN ASSOCIATES
	 

	 	a California partnership
	 

	 	By: Gale & Wentworth, Inc.
	 

	 	authorized management agent
	 
	 	 
	 

	 	[illegible]

	 

	 	Name:
	 

	 	Title:
	 
	 	 
	ATTEST:

	 	NATURAL GAS SERVICES, INC.,
	 

	 	a                      corporation
	 
	 	 
	/s/
Carol A. Sliker

	 	By:  	[illegible]

	Name: Carol A. Sliker

	 	Name: Richard L. [Illegible]
	Title: Assistance Secretary – NUI CORP

	 	Title: President






109









 






ATTACHMENT A

FIRST AMENDMENT SPACE




110









 





ATTACHMENT “B”




WORK LETTER TO FIRST AMENDMENT TO LEASE

Between

SAMMIS PLUCKEMIN ASSOCIATES

and

NATURAL GAS SERVICES, INC.




     Section 1.1. The provisions of this Attachment shall
have the same force and effect as if this Exhibit were a numbered
Article of the Lease.



     Section 2.1. Landlord agrees to construct the Additional
Demised Premises in accordance with Final Plans (as hereinafter
defined) which construction shall be completed in a good and
workmanlike manner and in compliance with all applicable laws and
regulations. Tenant shall pay to Landlord, in accordance with the
terms hereof, the Construction cost (as defined in section 4.1
hereof), against which Tenant shall be entitled to a credit of
Twenty Dollars ($20.00) per rentable square foot of the Additional
Demised Premises, being Thirty-nine Thousand Six Hundred Forty
Dollars. ($39,640) (the “Construction Allowance”). The difference
between the construction Cost and the Construction Allowance is
referred to herein as “Tenant’s Finish Cost.1I
section 3.1. Subject to Section 2.1, Tenant shall pay to
Landlord Tenant’s Finish Cost within ten (10) days of the issuance
of a temporary or permanent certificate of occupancy for the
Demised Premises. Tenant’s Finish Cost shall be Additional Rent,
and Tenant shall pay such amount in full,’ without set-off or
deduction.



     Section 3.2. (a) Tenant shall submit to Landlord and
Landlord’s architect sufficient information to allow Landlord to
prepare final plans setting forth the construction plans for the
construction of the Additional Demised Premises as provided in this
Section 3.2 (a) and such plans shall be prepared by Landlord IS
architect. Within five (5) business days after receipt of any
proposed final plans from Landlord, Tenant shall approve or reject
same and if rejecting same shall state the reasons for such
rejection. In the event of a rejection by Tenant of any proposed
final plans, Landlord may make changes to the proposed final plans
and resubmit them pursuant hereto. Upon receiving Tenant’s
approval to any proposed final plans, such plans shall become the’
Final Plans (the “Final Plans”) hereunder. Provided that Tenant
has received proposed Final Plans at least fifteen (15) days prior
thereto, Tenant’s failure to approve Final Plans by                     ,
199___shall constitute a Tenant Delay, as defined in Section 3.3
hereof.


(b) In the event that Tenant desires any change in
the Final Plans, Tenant shall submit to Landlord revised final
plans setting forth the proposed change and instructing Landlord
whether to cease work or cease any segment of work while the change
is approved (in which case the delay shall be a Tenant Delay as
hereinafter defined) or whether Landlord should continue
constructing the Additional Demised Premises in accordance with the
Final Plans notwithstanding the proposed change thereto. In the
event that no such instructions are given, Landlord shall continue
constructing the Final Expansion Premises in accordance with the
Final plans without regard to the proposed changes thereto. Within
three (3) business days after receipt of any proposed change in the
Final Plans from Tenant, Landlord shall approve or reject same and




111









 







if rejecting same shall state the reasons for such rejection. If
Landlord has stopped work, or some segment thereof at Tenant’s
request, Landlord shall resume work, or some segment thereof at
Tenant’s written instructions from Tenant authorizing the
recommencement of such work. Upon the granting of any approval,
Landlord shall notify Tenant of the amount, if any, of additional
Tenant’s Finish Cost arising therefrom (which shall be calculated
in the same manner as the original Tenant’s Finish Cost) and
Landlord’s estimate of the delay in completion that will be caused
by such proposed revision to the Pinal Plans. In the event of a
rejection by Landlord of a proposed revision, Tenant may make
changes to the proposed revision and resubmit it pursuant hereto.
Upon receiving Landlord’s approval to any revision, Tenant shall,
as soon there-after as practicable, but in no event in excess of
five (5) business days, and understanding that a,ny delay in
responding may cause delays in completion substantially greater
than the estimate given by Landlord, authorize the work that Tenant
desires by approving in writing the work and the cost thereof, and
submitting to Landlord signed and sealed revised final plans
sufficient for Landlord to obtain all necessary permits and
approvals to construct the Additional Demised Premises in
accordance with such revised final plans. Upon the submission of
such revised final plans, such revised final plans shall become the
Final Plans hereunder. Any delay in completion caused by the
revision to the Final Plans, whether greater or less than
Landlord’s estimate, shall be a Tenant Delay . (as hereinafter
defined) .




     Section 3.3. If (a) a delay actually occurs in the
completion of the Additional Demised Premises in accordance with
the Final Plans or any revised Final Plans by the Landlord as the
result of (i) any delay in approving and executing the Pinal Plans
to Landlord in the form required by Section 3.2 (a) hereof, (ii) any
direction by Tenant that the Landlord delay proceeding with the
work or any segment of the work. in anticipation of a possible
revision to the Final Plans by Tenant or for any other reason,
(iii) any revision to the Final Plans authorized by Tenant, or (iv)
any other act or omission of Tenant, its agents, employees or
contractors (any of such events being a “Tenant Delay”), then (b)
the Effective Date shall (even though no Certificate of Occupancy
has been issued or the Demised Premises has not been completed) be
deemed to be one day earlier than provided for in Paragraph 3 of
the First Amendment To Lease for each day of such Tenant Delay.
The extent of any Tenant Delay shall be determined in the
following manner: Landlord shall notify Tenant of the estimated
length of the Tenant Delay involved as soon a practicable after the
information necessary to estimate such Tenant Delay is available
(which notice shall include the basis for the Landlord’s estimate)
and, as Landlord obtains the information to calculate the actual
Tenant Delay, Landlord shall so notify Tenant, providing it with
the basis used in calculating such Tenant Delay. In the event of
a dispute concerning the length of any Tenant Delay, Landlord’s
calculation shall be used and the Effective Date shall occur in
accordance therewith, provided, however, that Tenant shall retain
its right to challenge Landlord’s calculation of the length of the
Tenant Delay.



     Section 4.1. The “Construction Cost” as defined herein
shall be the actual cost, including out-of-pocket soft costs, to
Landlord of the construction of the Additional Demised Premises in
accordance with the Final Plans, plus four percent (4%) of such
actual cost as profit to Landlord and six percent (6%) of such



112









 







actual cost as a payment to Landlord to compensate Landlord for its
overhead costs.



     Section 4.2. Prior to accepting any bid for word on the
Additional Demised Premises, Landlord shall submit to Tenant for
Tenant’s review and recommendation copies of all bids received by
Landlord for such work. Tenant shall provide Landlord with
Tenant’s recommendation regarding the approval of same within three
(3) business days of Tenant’s receipt of said bid copies. Landlord
shall consider Tenant’s recommendation and either accept such
recommendation or, in those instances where Landlord declines to
accept Tenant’s recommendation, provide Tenant with a written
explanation of its reasons for rejecting the same.


Section 4.3. In the event the full amount of the Construction Allowance
has not been credited towards the cost to complete the work called for in
the Final Plans, the difference shall not be credited towards Tenant’s
Monthly Fixed Rent obligations nor towards any other monetary
obligations of Tenant. The construction to be performed by Landlord
and its contractors shall not include the purchase or installation of any
items not shown as being completed by Landlord on the Final Plans,
including, but not limited to, furnishings, equipment and telephones
or the special wiring required for the installation or operation of
computer, data processing or telephone equipment. All of the
foregoing work (“Tenant’s Installations”) shall be performed by
Tenant and its contractors, who shall be union contractors, at such
times and in such manner” as shall not interfere with or delay
Landlord or Landlord’s contractors in the performance of the
” construction work contemplated to be performed by Landlord and its
contractors hereunder. The cost for preparation of all architectural
documents, including’ the Final Plans, prepared by Landlord’s architect
for the Additional Demised Premises shall be applied against the
Construction Allowance.





113









 








AGREEMENT OF LEASE




between




SAMMIS PLUCKEMIN ASSOCIATES,

Landlord




and




NATURAL GAS SERVICES, INC.

Tenant




THE OFFICES AT BEDMINSTER

550 Route 206

Bedminster, New Jersey




114









 





     LEASE AGREEMENT DATED JULY ___, 1996



     BETWEEN SAMM.IS PLUCKEMIN ASSOCIATES, (“Landlord”),
having an office at c/o GALE & WENTWORTH, INC., Park Avenue at Morris
County, 100 Campus Drive, suite 300, Florham Park, New Jersey 07932
and NATURAL GAS SERVICES, INC., a ___corporation
(“Tenant”), having an address at 550 Route 2Q6 North, P.O. Box
___, Bedminster, New Jersey 07921-0760.



PREAMBLE




BASIC LEASE PROVISIONS AND DEFINITIONS.




     In addition to other terms elsewhere defined in this
Lease, the following terms whenever used in this Lease should have
only the meanings set forth in this Preamble, unless such meanings
are expressly modified, limited or expanded elsewhere herein.



     1. Premises or Demised Premises: Outlined in red on
the floor plan annexed hereto and made a part hereof as Exhibit A
consisting of approximately 5,075 square feet of Net Rentable Area,
together with all fixtures, equipment, improvements and installations
attached thereto in the building located at 550 Route 206
said building being part of an office building project known as The
Offices at Bedminster. consisting of two office buildings having a
total Net Rentable Area of 187,765 square feet (hereinafter
referred to as the “Project”) in the Township of Bedminster, County
of Somerset, New Jersey, as described in Exhibit A-1 attached
hereto and made a part hereof.



     2. Term: Five (5) years and four (4) months.



     3. Expiration Date: Midnight on August 31, 2001.



     4. Permitted Use: General office use.



     5. Fixed Rent: One Hundred Thirty Thousand Six Hundred
Eighty-One and 25/100 Dollars ($130, 681.25) per annum from the
Commencement Date until the Expiration Date. During the Renewal
Terms, Tenant shall pay as Fixed Rent hereunder, the Fair Market
Value as defined in and determined in accordance with Paragraph 24
below, but in no event shall the annual Fixed Rent per square foot
payable during the first Renewal Term be less than the annual Fixed
Rent per square foot payable during the year preceding the first
Renewal Term and in no event shall the annual Fixed Rent per square
foot payable during the Second Renewal Term be less than the annual
Fixed Rent payable during the First Renewal Term.



     6. Monthly Fixed Rent: One-Twelfth of Fixed Rent being
Ten Thousand Eight Hundred Ninety and 10/100 Dollars ($10,890.10)
per month during the Initial Term; one-twelfth of the Fixed Rent
per month during each of the Renewal Terms.



     7. Late Charge:. Three percent (3%) of the amount of
the payment due.



     8. Tenant’s Proportionate Share of Expenses: Two and
Seventy hundredths percent (2.70%), arrived at by dividing the Net
Rentable Area of the Demised Premises (which for the purposes of



115









 




this Lease is agreed to be 5,075 square feet) by (ii) the Nee
Rentable Area of the Project (which for the purposes of this Lease
is agreed to be 187,765 square feet).




     9. Security Deposit: None.



     10. Tenant’s S.I.C. Code and Address for Environmental
Information (as per S.I.C. Manual as published by the United States
Office .of Management & Budget): 4924



     11. Designated Broker: The Galbreath Company, Alexander
Summer Division, L.L.C.



     12. Party Responsible to the Designated Broker:
Landlord.



     13. Number of Tenant Allocated Parking Spaces: Twenty
(20) consisting of two (2) exclusive spaces (“Exclusive Spaces”) as
shown on the Parking Plan attached hereto and made a part hereof as
Exhibit E and eighteen {la} non-exclusive spaces (“Non-Exclusive
Spaces”) .



     14. Renewal Term: Two Five (5) year terms.



     15. Tenant’s Construction Allowance: One Hundred One
Thousand Five Hundred Dollars ($101,500) per Exhibit B attached
hereto and made a part hereof.


The parties hereby agree to the following terms and
conditions:




     1. Premises. Term and Purpose.



     (a). Landlord does hereby lease to Tenant, and
Tenant does hereby lease from Landlord, the Demised Premises
located in the Project for the Term commencing on the “Commencement
Date” as defined in Subparagraph (b) of this Paragraph 1, and
ending on the Expiration Date, or such earlier date upon which the
term may expire or be terminated pursuant to the provisions of this
Lease or pursuant to Law. The parcel of land on which the Project
is located is hereinafter called the “Land” and is more particularly
described on Exhibit A-l annexed hereto and made a part
hereof.



     (b) For purposes of this Lease the Commencement
Date shall be May 1, 1996 subject to the provisions of Paragraph
4 (b) .



     (c) The Demised Premises shall be used by Tenant
for the Permitted Use and for no other use or purpose. Tenant
shall not use or occupy the Demised Premises or any part thereof,
for any purpose deemed unlawful, disreputable, or extra-hazardous
on account of fire or other casualty, or for any purposes which
shall impair the character of the Project. Tenant, at its sole
cost and expense shall obtain any consents, licenses, permits or
approvals required to conduct its business at the Demised Premises
with the exception of a Certificate of Occupancy which shall be
obtained by Landlord at its sole cost and expense.
(d) The “Common Areas” of the Project shall be



116









 







those parts of the Project and other improvements designated by
Landlord from time to time for the common use of all tenants,
including among other facilities, halls, lobbies, delivery
passages, drinking fountains, public toilets, and the like, and all
garages, parking lots, service buildings or similar improvements
operated, owned or maintained, in whole or in part, by Landlord.
and all parkways, drives, greenspaces, parks, fountains or other
facilities owned, operated or maintained, in whole or in part, by
Landlord, or otherwise made available by Landlord for use by all
tenants of the Project, whether used in conjunction with the use of
such space by the occupants of other buildings or used exclusively
by Tenants of the project, all of which facilities shall be subject
to Landlord’s reasonable management and control and shall be
operated and maintained for the benefit of all tenants in a first
class manner. Tenant, and its employees and invitees, shall have
the nonexclusive right to use the Common Areas, such use to be in
common with Landlord, other tenants of the Project and other
persons entitled to use the same.



     2. Rent.


The rent payable by Tenant pursuant to · this Lease is
Intended to be absolutely net to Landlord, and all other charges
and expenses imposed upon the Demised Premises incurred in
connection with its use, occupancy, care, maintenance, operation
and control shall be paid by Tenant, except as otherwise expressly
provided herein.




     (a) The rent reserved under this Lease for the Term
hereof shall be and consist of (a) the Fixed Rent payable in equal
monthly installments in advance, on the first day of each and every
calendar month during the term (except that Tenant shall pay the
first monthly installment upon signing this Lease); plus (b) such
additional rent (“Additional Rent”) in an amount equal to Tenant’s
Proportionate Share of the increase in Expenses as outlined in
Paragraph 3 (c) of this Lease (as such terms are defined in
Paragraph 3 of this Lease) and all charges for services and
utilities pursuant to Paragraph 15 hereof, and any other charges as
shall become due and payable hereunder, which Additional Rent shall
be payable as hereinafter provided, all to be paid to Landlord at
its office stated above, or such other place as Landlord may
designate, in lawful money of the United States of America;
provided, however, that if the Commencement Date shall occur on a
date other than the first calendar day of a month, the rent for the ·
partial month commencing on the Commencement’ Date shall be
appropriately pro-rated on the basis of the monthly rent payable
during the first year of the Term.



     (b) Tenant does hereby covenant and agree promptly
to pay the Fixed Rent, Additional Rent and any other charges herein
reserved as and when the same shall become due and payable, without
demand therefor, and without any set-off or deduction whatsoever.
All Additional Rent and other charges payable hereunder, which are
not due and payable on a monthly basis during the term, unless
otherwise specified herein, shall be due and payable within twenty
(20) days of delivery by Landlord to Tenant of notice to pay the
same.



117









 





     (c) In the event that any payment of Fixed Rent,
Additional Rent or any other charges shall be paid more than
fifteen (15) days after the due date for same provided herein,
Tenant shall pay, together with such payment, the Late Charge and
a like additional Late Charge shall be payable for each thirty (30)
days beyond the fifteenth (15th) day after the due date that such
payment shall remain unpaid.



     3. Operating Expenses.



     (a) For purposes of this Paragraph, the following
definitions shall apply:



     “Initial Year” shall mean the calendar year 1996.



     “Lease Year” shall mean each calendar year
subsequent to the Initial Year.



     (1) “Expenses Defined” The term “Expenses”
shall mean all costs and expenses of the ownership, operation,
maintenance and insurance of the Project included in the following
costs:




(aa) All supplies, materials, salary, wages and
equipment used in or directly related to the
operation, maintenance, repair and management
of the Project; including, but not limited to,
uniforms for employees that are required and
the cleaning thereof; expenses imposed on
Landlord pursuant to any collective bargaining
agreement with respect to such employees;
workmen’s compensation insurance, payroll,
social security and unemployment insurance,
reasonable legal, bookkeeping and accounting
costs;




(bb) All utilities, including without limitation,
water, electricity, gas, heating, lighting,
sewer, waste disposal, security, air conditioning
and ventilating costs and all charges
directly relating to the use, ownership or
operation of the Project;




(cc) All maintenance, management, janitorial and
service agreements related to the Project
including, but not limited to, wages,. salaries,
disability benefits, pensions, hospitalization,
retirement plans, group insurance and
other employee benefits, respective employees
of Landlord, up to and including the building
manager, providing that any management or
supervisory costs shall not exceed three
percent (3%) of the total gross rent for any
given year;




(dd) All insurance premiums and costs, including
but not limited to the premiums and costs of



118









 






fire, casualty and other extended coverage
risks related to the Project, plate glass
insurance, any insurance required by a mortgagee
and rent insurance up to one year’s
coverage.




(ee) Amortization of capital improvements made to
the Project which will improve the operating
efficiency of the Project (provided, however,
that the amount of such amortization for
improvements shall not exceed in any year the
amount of costs saved’ by the expenditure
either through the reduction or minimization
of increases which would have otherwise occurred);
and




(ff) Real Property Taxes including all taxes,
assessments (general and special) and other
impositions or charges which may be taxed,
charged, levied, assessed or imposed upon all
or any portion of the Project and expenses in
connection with tax appeals. Landlord represents
that it has no knowledge of any pending
special assessments as of the date of this
Lease. All special assessments shall be
amortized over a ten (10) year period.




(gg) Landlord agrees that with respect to all
maintenance and repair expenses listed above
involving contracts or individual expenditures
exceeding Twenty-five Thousand Dollars
($25,000), other than emergency repairs,
Landlord shall obtain at least two (2) competitive
bids and shall utilize the lowest responsible bidder,
for such work.


(2) Expense Exclusions. The term “Expenses” does not
include any capital improvement to the Project, nor
shall it include repairs, restoration or other work
occasioned by fire, windstorm or other casualty,
income and franchise taxes of Landlord, expenses
incurred in leasing to or procuring of tenants,
leasing commissions, salaries for executives above
the grade of building manager, building start-up or
opening expenses, advertising expenses, expenses
for the renovating of space for new tenants, interest
or principal payments on any mortgage or other
indebtedness of Landlord (other than Subparagraph 1
(ee) of this Article 3) nor depreciation allowance
or expense. The term “Expenses” also does not
include any type of repairs to the Premises or
other tenant repairs; the costs of such repairs
shall be borne as described in Article 5 of this
Lease Agreement.



(3) If during all or part of any calendar year, Landlord
shall not. furnish -any particular item Is} of work or service (which
would constitute an expense hereunder) to portions of the Project,
due to the fact that construction of the Project is not completed,




119









 







or such portions are not occupied or leased or because such item of
work or service is not required or desired by the tenant of such
portion, or such tenant is itself obtaining and providing such item
of work or service, or for other reasons, for the purposes of
computing the Additional Rent payable hereunder, the amount of the
Expenses___ for such item for such period shall be increased by an
amount equal to the additional operating and maintenance expenses
which would reasonably have been incurred during such period by
Landlord if it had at its own expense furnished such item of work
or service to such portion of the Project. It is understood that
this Paragraph 31a) (3) shall not be applicable to any Expenses
which are not substantially affected by the level of tenancy,
including, but not limited to, elevator maintenance and repair,
landscaping, snow removal, and the like.




     (b) In the event (i) that the Commencement Date
shall occur during a calendar year, (ii) that the date of the
expiration or other termination of this Lease shall be a day other
than the last day of a calendar year, (iii) of any abatement of the
Fixed Rent payable hereunder pursuant to any provision of this
Lease (other than pursuant to Paragraph 2{d) hereof) or (iv) of any
increase of decrease (as herein provided) in the Area of the
Demised Premises or in the Net Rentable Area of the Project, then
in each such event in applying the provisions of this Article 3
with respect to any calendar year in which such event shall have
occurred, appropriate adjustments shall be made to reflect the
occurrence of such event on a basis consistent with the principles
underlying the provisions of ‘ this Article 3, taking into
consideration (x) the portion of such calendar year which shall
have elapsed prior to the Commencement Date, the date of such
expiration or other termination or the date of such increase or
decrease, or (y) the period of such rent abatement or such increase
or decrease, as the case may be and (z) in the case of such rent
abatement or such increase or decrease, the portion of the Demised
Premises to which the same relates.



     (c) Tenant shall be responsible for and shall pay
to Landlord in accordance with this Paragraph 3 (c) Tenant’s
Proportionate Share of any increase in Expenses paid or incurred by
Landlord in each Lease Year during the Term over the Expenses paid
or incurred by Landlord during the Initial Year, as hereinafter
provided. Following the end of the Initial Year, Landlord shall
send to Tenant a verified statement of Expenses paid or incurred by
Landlord during the Initial Year.



     (1) During each Lease Year Tenant shall pay to
Landlord monthly, on the first day of each calendar month, as
Additional Rent, Landlord’s estimate of Tenant I s Proportionate
Share of any increase in Expenses paid or incurred by Landlord in
each Lease Year over the Expenses paid or incurred by Landlord
during the Initial Year.



     (2) Prior to the end of the Initial Year and
thereafter for each successive Lease Year, or part thereof,
‘Landlord shall send to Tenant a statement of the projected increase
in Expenses “Projected Expense Increase” for the applicable Lease
Year, if any, (an “Expense Projection”), and shall indicate what
the estimated amount of Tenant’s Proportionate Share of said
increase in Expenses shall be, said amount to be paid in equal.



120









 







monthly installments (rounded to the nearest whole dollar) in
advance on the first day of each month by Tenant as Additional Rent.
commencing January 1st of the applicable Lease Year.



     (3) If during the course of any Lease Year,
Landlord shall have reason to believe that the increase in Expenses
shall be higher than that upon which the aforesaid Expense
Projection was originally based, as set forth in subparagraph
(c) (2) above, then, Landlord shall be entitled to adjust the
Expense projection by a lump sum invoice for the months of the
Lease Year, which precede the revised Expense Projection, and to
advise Tenant of an adjustment in future monthly projection amounts
to the end result that Landlord’s Projected Expense Increase shall
be on a reasonably current basis each Lease Year. Such adjusted
Escalation Projections shall not be made more frequently than
semi-annually.



     (4) Within 90 days following the end of each
Lease Year, Landlord shall send to Tenant a statement of the actual
increase in Expenses incurred for the prior Lease Year showing
Tenant’s Proportionate Share of the increase in Expenses due from
Tenant. In the event the amount prepaid by Tenant exceeds the
amount that was actually due based upon actual year end cost, then
Landlord shall apply a credit to Tenant in an amount equal to the
overcharge which credit shall apply to future rental payments until
Tenant has been fully credited with the overcharge. If the credit
due to Tenant is more than the aggregate total of future rental
payments, Landlord shall pay to Tenant the difference between the
credit in such aggregate total. In the event Landlord has
undercharged Tenant, then Landlord shall send Tenant an invoice
stating the additional amount due, which amount shall be paid in
full by Tenant within twenty (20) days of receipt.



     (d) Each and every of the aforesaid Expense
Projection amounts, whether requiring lump sum payment or
constituting projected monthly amounts added to the Fixed Rent,
shall for all purposes be treated and considered as Additional Rent
and the failure of Tenant to pay the same as and when due in advance
and without demand shall have the same effect as failure to pay any
installment of the Fixed Rent and shall afford Landlord all the
remedies provided in this Lease therefor, including, without.
limitation, the Late Charge as provided in Paragraph 2(c) of this
Lease.



     (e) Tenant acknowledges and agrees that Landlord
shall have the right to change the period of the Lease Year, either
before or during the Term, to any other fiscal year or twelve month
period. In the event Landlord makes such change, then the same
shall be effective upon written notice to Tenant and, in such
event, Tenant shall pay Tenant’s Proportionate Share of any
increase in Expenses for the period from the end of the initially
designated Lease Year, as last billed, to the beginning of the
newly designated Lease Year, prorated for such period, within
twenty (20) days of the rendering by Landlord of the bill for such
interim period.



     (f) Within six (6) months following Tenant’s
receipt of Landlord’s statement of actual Expenses pursuant to
Paragraph 3 (c) (4) hereunder, Landlord shall make available for



121









 







inspection by Tenant, within thirty (30) days of receipt of written
request for such inspection from Tenant, at a location in Morris
County, during business hours, all bills and invoices or any other
appropriate back-up information supporting such Landlord’s
statement, provided, however, that Landlord shall only be obligated
to retain such back-up Information for two (2) years following the
submission of Landlord’s statement of Expenses to Tenant. After
any such audit, Landlord shall promptly refund to Tenant any amount
which the parties agree was charged to Tenant in excess of the
amounts properly chargeable to Tenant hereunder.



4. Completion of Improvements and Commencement of Rent




     (a) Landlord agrees to provide the tenant improvements
depicted on the Final Plans (as such term is defined in the
work letter annexed hereto and made part hereof as Exhibit B) and
other work in and to the Demised Premises in accordance with the
terms, conditions and provisions of Exhibit B.



     (b) The Demised Premises shall be deemed ready for
occupancy and the Commencement Date hereunder shall occur on May 1 ,
1996 or such later date that (a) the Demised Premises shall be
delivered to Tenant in tenantable condition, free of violations of
any health, safety, fire and other statutes and regulations
governing the Demised Premises and its use, all of which shall be
established by issuance of a certificate (temporary or final) by
appropriate governmental authority, permitting occupancy of the
Demised Premises for the purposes set forth herein; and (b)
Landlord has substantially completed the initial installations and
other work in and to the Demised Premises agreed to be performed by
it pursuant to Paragraph 4 (a) (and Landlord shall be deemed to have ·
substantially completed said installations and other-work
notwithstanding that minor or insubstantial details of
construction, mechanical adjustment or decoration remain to be
performed in the Demised Premises or any part thereof, the
non-completion of which does not materially interfere with Tenant’s
use of the Demised Premises). If the occurrence of any of the
conditions listed in the preceding sentence, and thereby the making
of the Demised Premises ready for occupancy, shall be delayed due
to: (1) any act by Tenant or any of its employees, agents or
contractors, which materially interferes with the completion of
Tenant’s improvements; (ii) any additional time required for the
completion by Landlord of its work because of the inclusion therein
at Tenant’s request, of any item of work not included in Exhibit B;
(iii) any Tenant Delay, as defined in Exhibit B; then the Commencement
Date shall be accelerated by a time period equal to the number
of days of delay so caused by Tenant.



     (c) Tenant shall occupy the Demised Premises as
soon as the same are ready for its occupancy and the Commencement
Date shall have occurred (but not prior to said date except for
installation of Tenant’s personal property, telephone system and
similar items for which Tenant shall be given reasonable access
provided such access does not interfere with Landlord’s ability to
obtain a certificate of occupancy). If and when Tenant shall take
actual possession of the Demised Premises, it shall be conclusively
presumed that the same are in satisfactory condition, except as to
those items of work remaining to be performed by Landlord pursuant



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to this Paragraph 4, or any items of work set forth on a “Punch List”
to be submitted to and acknowledged by Landlord in writing
within thirty (30) days after the Commencement Date.



     5. Tenant Covenants As To Condition of Premises. 
and Compliance with Laws.



     (a) In the event that the Project or any of the
equipment affixed thereto or stored therein should be damaged as a
result of any act of Tenant, its agents, servants, employees,
invitees or contractors, Tenant shall, upon demand, pay to Landlord
the cost of all required repairs, including structural repairs.
Tenant shall commit no act of waste and shall take good care of the
Demised Premises and the equipment affixed thereto and stored
therein, shall maintain the Demised Premises in good condition and
state of repair, and at the end or certain expiration of the term
hereof, shall deliver up the Demised Premises in good order and
condition, wear and tear from a reasonable use thereof excepted.
Landlord shall perform, or cause to be performed, all such
maintenance and repairs and Tenant shall pay to Landlord the costs
incurred therefor immediately upon demand as Additional Rent.



     (b) Tenant, at Tenant’s expense, shall promptly
comply with all laws, rules, regulations and ordinances, of all
governmental authorities or agencies having jurisdiction over the
Demised Premises, and of all insurance bodies (including, without
limitation, the Board of Fire Underwriters), at any time duly
issued or in force, applicable to the Demised Premises or any part
thereof or to Tenant’s use thereat provided, however, th t the
provisions of this Paragraph shall not create any such compliance
obligations upon Tenant arising out of the maintenance and repair
obligations of Landlord or work performed by Landlord under the
Lease.



     6. Tenant Improvements. All fixtures, equipment,
improvements, alterations, installations which are attached to the
Demised Premises, additions and appurtenances made by Tenant to the
Demised Premises shall become the property of Landlord upon
installation. Not later than the last day of the Term,’ Tenant
shall, at its expense, remove from the Demised Premises all of its
personal property and such improvements as Landlord elects to have
removed. Notwithstanding the foregoing, in the event Tenant
notifies Landlord of its intention to install any improvement in
the Demised Premises prior to installing same, and Landlord failed
to notify Tenant at such time that such improvement shall be
removed at the expiration of the Term, Tenant shall not be
obligated to remove such improvement. Tenant, at its sole cost and
expense, shall repair injury done by or in connection with the
installation or removal of such improvements. Any equipment,
fixtures r goods or other property of Tenant which Tenant is
required to remove and is not removed by Tenant upon the
termination of this lease, or upon any quitting, vacating or
abandonment of the Demised Premises by Tenant, or upon Tenant’s
eviction, shall be considered as abandoned and Landlord shall have
the right, with reasonable notice to Tenant, to sell or otherwise
dispose of the same, at the expense of Tenant, and shall not be
accountable to Tenant for any part of the proceeds of such sale, if
any. Landlord may have any such property stored at Tenant’s risk
and expense.



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     7. Various Negative Covenants by Tenant. Tenant
agrees that it shall not without Landlord’s prior written consent:



     (a) Do anything in or near the Demised Premises
which will increase the rate of fire insurance on the Project;



     (b) Permit the accumulation of waste or refuse matter
in or near provided therefor;



     (c) Mortgage, hypothecate, pledge or encumber this
Lease in whole or in part; or



     (d) Permit any signs. lettering or advertising
matter to be erected or attached to the Demised Premises that is
not in compliance with Landlord’s sign criteria, a copy of which is
attached hereto as Exhibit F.



     (e) Encumber or obstruct the Common Areas surrounding
the Demised Premises nor cause same to be encumbered or obstructed,
nor encumber or obstruct any access ways to the Demised Premises, nor
cause same to be encumbered or obstructed.



     8. Various Affirmative Covenants of Tenant.  Tenant
covenants and agrees that Tenant will:



     (a) At any time and from time to time, execute,
acknowledge and deliver to Landlord, or to anyone Landlord shall
designate, a tenant, estoppels certificate in form reasonable
acceptable to same relating to matters customarily included in tenant
estoppels certificates.



     (b) Faithfully observe and comply with ~he rules
and regulations annexed hereto and made a part hereof as Exhibit
“C” and such additional rules and regulations as Landlord hereafter
at any time or from time to time may communicate in writing to
Tenant, and which, in the reasonable’ judgment of Landlord, shall be
necessary or desirable for the reputation, safety, care or appearance
of the Project, or the preservation of good order therein, or
the operation or maintenance of the Project, or the equipment
thereof, or the comfort. of tenants or others in the Project;
provided, however, that such rules and regulations shall be
uniformly applied and shall not adversely affect the rights of
Tenant under this Lease and that in the case of any conflict
between the provisions of this Lease and any such rule or regulation,
the provisions of this Lease shall control. Nothing contained in this
Lease shall be construed to impose upon Landlord any duty or
obligation to enforce the rules and regulations or the terms,
covenants or conditions in any other lease as against any other
tenant, and Landlord shall not be liable to Tenant for violation
of any rule or regulation by any other tenant, its employees, agents,
visitors, invitees, subtenants or licensees.



     9. Project Directory. Landlord will, at the request of
Tenant, maintain listings on the directory located on the Project
site of the names of Tenant and any other firm, association or
corporation in occupancy of the Demised Premises or any part
thereof as permitted hereunder. Landlord shall not be required to
list the names of any individuals on said Project directory.



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     10. Casualty and Insurance.



     (a) In the event of partial or total destruction of
the Demised Premises by reason of fire or any other cause Tenant
shall immediately notify Landlord of same and Landlord shall
promptly restore and rebuild .the Demised Premises at Landlord’s
expense (but only to the extent of the insurance proceeds covering
such damage) unless Landlord elects by notice to Tenant within
sixty (60) days of said destruction not to restore and rebuild the
Demised Premises, and, in such case, upon a date specified in said
notice by Landlord, this Lease shall terminate. If Landlord elects
to restore and rebuild the Demised Premises, then during the period
of restoration of any such area, and, if any portion of Demised
Premises are rendered untenantable by said damage, Tenant shall be
relieved of the obligation to pay that portion of the rent herein
reserved which relates to said untenantable area. Notwithstanding
the foregoing, in the event Landlord fails to complete such
restoration and rebuilding within six {6} months from the date of
such fire or rebuilding, whether due to delays of the nature set
for the in Paragraph 25 here in or otherwise, Tenant may terminate
this Lease by notice to Landlord given within 10 days after the
expiration of such six (6) month- period.



     (b) Tenant shall, at Tenant’s sale cost and
expense, but, except to the extent prohibited by law with respect
to workmen’s compensation insurance, for the mutual benefit of
Landlord and Tenant and any Additional Insured (as hereinafter
defined) or any other additional insured as Landlord may from time
to time determine including the lessors under any ground leases or
underlying leases and any mortgagees, maintain or cause to be
maintained (i) comprehensive general liability insurance, including
but not limited to premises, bodily injury, personal injury and
contractual liability, coverages for any and all or injury resulted
from any act or omission on the part of Tenant or Tenant’s
contractors, licensees, agents, visitors or employees, on or about
the Demised Premises including such claims arising out of the
construction of improvements on the Demised Premises, such
insurance to afford protection to the limit of not less than Three
Million Dollars ($3,000,000.00) in respect to injury or death to
anyone person or to any number of persons or property damage
arising out of a single occurrence; (ii) worker’s compensation
insurance covering all persons employed in connection .with the
construction of any improvements by Tenant and the operation of its
business upon the Demised Premises and (iii) 11 all risk” coverage on
all of Tenant’s personal property, including, but not limited to,
standard fire and extended coverage insurance with vandalism and
malicious mischief endorsements on all Tenants improvements and
alterations in or about the Demised Premises, to the extent of
their full replacement value. In the event Landlord, at anytime
during the term of the Lease, reasonably determines that Tenant’s
insurance coverage is inadequate, based upon the coverages being
required by landlords of comparable buildings in the general
geographic area of the Project, Landlord shall have the right to
require Tenant to increase its insurance coverage. All such
insurance shall, to the extent permitted by law, name Landlord, its
partners, limited partners, employees, agents, other representatives,
successors and assigns as additional insureds (the
“Additional Insureds”) and shall be written by a good and solvent
insurance carrier authorized to do business in the State of New
Jersey.



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     (c) ‘Prior to the Commencement Date, and at least
thirty (30) days prior to the expiration date of any policy, Tenant
shall furnish evidence of such insurance and payment of premiums
thereon to Landlord. such insurance shall be in form reasonably
satisfactory to Landlord and without limitation, shall provide that
no cancellation or lapse thereof or change therein shall be
effective until after thirty (30) days’ written notice to Landlord
at the address specified in Paragraph 18 of this Lease. Tenant
waives all rights of recovery against the Additional Insureds for
any loss, damages, or injury of any nature whatsoever to property
or persons for which the Tenant is insured.



     (d) During the term of this Lease, Landlord and
Tenant shall maintain in effect in each insurance policy that
relates to property damage a waiver of subrogation in favor of the
Additional Insureds or the Tenant, as the case may be from its
then-current insurance carriers, and shall at all times furnish
evidence of such currently effective waiver to each other. Each
such waiver shall be in a form reasonably satisfactory to the other
party and without limitation, shall provide that no cancellation or
lapse thereof or change therein shall be effective until after
thirty (30) days’ written notice to such other party at its address
as specified in Paragraph 18 of this Lease.



     (e) Each insurance policy required to be maintained
under this Lease shall state that with respect to the interest of
the Additional Insureds the insurance maintained pursuant to each
such policy shall not be invalidated by any action or inaction of
Tenant and shall insure the Additional Insureds regardless of any
breach or violation of any warranties, declarations, conditions or
exclusions by Tenant.



     (f) Each insurance policy required to be maintained
under this Lease shall state that all provisions of each such
insurance policy, except for the limits of liability, shall operate
in the same manner as if a separate policy had been issued to each
person or entity insured thereunder.



     (g) Each insurance policy required to be maintained
under this Lease shall state that the insurance provided thereunder
is primary insurance without any right of contribution from any
other insurance which may be carried by or for the benefit of the
Additional Insureds.



     (h) Each insurance policy required to be maintained
under this Lease shall recognize the indemnification set forth in
Paragraph 11 of this Lease.



     11. Indemnification. Tenant shall indemnify and hold
harmless Landlord, any mortgagee, and any lessor under any
underlying leases or ground leases, from and against any expense
(including, without limitation, legal and collection fees), 10s8 or
liability, excluding consequential, incidental or special damages,
suffered or incurred as a result of or in connection with (i) any
breach by Tenant of its obligati.ons contained in this Agreement or
(ii) its acts or the acts of its agents, servants, invitees,
contractors or employees.



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     12. Non-Liability of Landlord.



     (a) Landlord shall not be liable for (and Tenant
shall make no claim for) any property damage which may be sustained
by Tenant or any other person, as a consequence of the failure,
breakage, leakage, inadequacy, defect or obstruction of the water,
plumbing, steam, sewer, waste or soil pipes, roof, drains, leaders,
gutters, valleys, downspouts, or the like or of the electrical,
gas, power, conveyor, refrigeration, sprinkler, air conditioning or
heating systems, elevators or hoisting equipment; or by reason of
the elements; or resulting from the carelessness, negligence or ·
improper conduct on the part of any other tenant of Landlord or of
the Landlord or Landlord’s or this or any other tenant’s agents,
employees, guests, licensees, invitees, subtenants, assignees or
successors; or attributable to any interference with, interruption
of or failure, except resulting from Landlord’s negligence, of any
services or utilities to be furnished or supplied by Landlord.
Tenant shall give Landlord prompt written notice of the occurrence
of any events set forth in this Paragraph 12.



     (b) Landlord shall provide in its fire insurance
policy insuring the Project a waiver of the insurer’s right of
subrogation against Tenant. Each party hereby releases the other
party with respect to any claim (including a claim for negligence)
which it might otherwise have against the other party for loss,
damage or destruction with respect to its property occurring during
the term of this Lease to the extent to which it is insured under
a policy or policies containing an enforceable waiver of subrogation
or permission to release liability.



     13. Remedies and Termination Upon Tenant Default.



     (a) In the event that:



          (1) Tenant shall default in the payment of
(i) any Fixed Rent or (ii) any Additional Rent or other charge
payable monthly hereunder by Tenant to Landlord, on any date upon
which the same becomes due, and such default shall continue for
five (5) days after Tenant’s receipt of written notice of such
default.



          (2) Tenant shall default in the payment of any
Additional Rent or any other charge payable hereunder which are not
due and payable hereunder or a monthly basis, on any date upon
which the same becomes due, and such default shall continue for
five (5) days after Tenant’s receipt of written notice specifying
such default; or



          (3) Tenant shall default in the due keeping,
observing or performing of any covenant,· agreement, term, provision
or condition of Paragraph l(c) of this Lease on the part of Tenant
to be kept, observed or performed, and if such default shall
continue and shall not be remedied by Tenant within 24 hours after
Landlord shall have given to Tenant a written notice specifying the
Same; or



          (4) If during the term hereof the Demised
Premises or any part thereof shall be or become abandoned, which
for purposes of this provision shall be defined as Tenant vacating



127









 








the Premises without notice to Landlord and without. adequately
securing the Premises; or



     (5) Tenant shall default. in the due keeping,
observing or performing of any covenant, agreement, term, provision
or condition of this Lease on the part of Tenant to be kept,
observed or performed (other than a default of the character
referred to in clauses (1), (2), (3) or (4) of this Paragraph
13 (a), and if such default shall continue and shall not be remedied
by Tenant within thirty (30) days after Landlord shall have given
to Tenant a written notice specifying the same provided however
that if the default is of such a nature that it cannot reasonably
be cured within such thirty (30) day period, Tenant shall be
granted such additional time as is reasonably required so long as
Tenant promptly commences to cure and diligently continues to cure
same; then, Landlord may, in addition to any other remedies herein
contained, as may be permitted by law, without being liable for
prosecution therefor, or for damages, re-enter the Demised Premises
and the same have and again possess and enjoy; and as agent for
Tenant or otherwise, re-let the Demised Premises and receive the
rents therefor and apply the same, first to the payment of such
expenses, reasonable attorney fees and costs, as Landlord may have
been put to in re-entering and repossessing the same and in making
such repairs and alterations as may be necessary; and second to the
payment of the rents due hereunder. Tenant shall remain liable for
such rents as may be in arrears and also the rents as may accrue
subsequent to the reentry by Landlord, to the extent of the
difference between the rents reserved hereunder and the rents, if
any, received by Landlord during the remainder of the unexpired
term hereof, after deducting the aforementioned expenses, fees and
costs; the same to be paid as such deficiencies arise and are
ascertained each month.



     (b) Upon the occurrence of any of the contingencies
set forth in the preceding clause, or should Tenant. be adjudicated
a bankrupt, insolvent. or placed in receivership, or should
proceedings be instituted by or against. Tenant for bankruptcy,
insolvency, receivership, agreement of composition or assignment
for the benefit of creditors which shall not be discharged within
ninety (90) days of the commencement of such proceedings, or if
this Lease or the estate of Tenant hereunder shall pass to another
by virtue of any court proceedings, writ of execution, levy, sale,
or by operation’ of law, other than through such an assignment of
Lease as is permitted hereunder, Landlord may, if Landlord so
elects, at any time thereafter, terminate this Lease and the term
hereof, upon giving to Tenant or to any trustee, receiver, assignee
or other person in charge of or acting as custodian of the assets
or property of Tenant, five days notice in writing, of Landlord’s
intention so to do. Upon the giving of such notice, this Lease and
the term hereof shall end on the date fixed in such notice as if
the said date was the date originally fixed in this Lease for the
expiration hereof; and Landlord shall have the right to remove all
person, goods, fixture and chattels therefrom, by force or
otherwise without liability for damages.



     14. Remedies Cumulative; Non-Waiver Bv Landlord.
The various rights, remedies, options and elections of Landlord,
expressed herein, are cumulative, and the failure of Landlord to
enforce strict performance by Tenant of the conditions and



128









 







covenants of this Agreement to exercise any election or option or
to resort or have recourse to any remedy herein conferred or the
acceptance by Landlord of any installment of rent after any breach
by Tenant, in anyone. or more instances, shall not be construed or
deemed to be a waiver or a relinquishment for the future by
Landlord of any such conditions and covenants, options, elections
or remedies, but the same shall continue in full force and effect.



     15. Services Electric Energy.



     (a) Landlord will: (i) supply heat and air conditioning to the
Demised Premises and the interior public portions of the Project during
Business Hours in accordance with the New Jersey State Energy Code
standards; i.e. when the outside temperature is 13 degrees F the HVAC
shall be sufficient to provide an inside temperature of 70 degrees F, when
the outside temperature is 91 degrees dry bulb or 14 degrees wet bulb, the
HVAC shall be sufficient to provide an inside temperature of 75 degrees F
(ii) provide snow and ice removal for the parking area, sidewalks and
driveways in a reasonably expeditious manner; and (iii) provide
refuse removal from a dumpster to be provided on site to be used
for normal waste attendant to an office building. “Business Hours”
as used in this Agreement, means the generally customary daytime
business hours of Tenant but not before 8:00 A.M. or after 6:00
P.M. of days other than Saturdays, Sundays, and those legal
holidays listed in Exhibit “0” annexed hereto and made a part
hereof. Tenant agrees at all times to cooperate fully with
Landlord and to abide by all the regulations and requirements which
Landlord may prescribe for the proper functioning and protection of
such air conditioning system. Landlord will clean the Demised
Premises in accordance with the cleaning schedule annexed hereto as
Exhibit “D-I”. The cost of the services and utilities provided
pursuant to this Paragraph 15(a) is included in Expenses as defined
in Paragraph 3 (a). Notwithstanding the foregoing’, Landlord agrees
to maintain the Project, including but not limited to, the
building, all common areas, the HVAC systems, plumbing and
electrical systems and all other building systems and to operate
the Project as a first class office project.



     (b) Provided Tenant is not then in default of this
Agreement, Landlord will provide to Tenant overtime services and
utilities when and to the extent reasonably requested by Tenant or
when activated by Tenant’s use o~ an overtime thermostat and time
clock and in accordance with such reasonable conditions as shall be
determined by Landlord. Tenant shall pay to Landlord, as Additional
Rent, a standard charge determined by Landlord applicable to all
Tenants for such additional service and utilities which charge
shall cover all costs and expenses of Landlord in providing such
overtime services, including, without limitation, the cost of the
utility usage, the cost of maintenance, repairs and inspections of
such building systems and employee and administrative costs related
to such services, Such charges shall constitute a direct charge to
Tenant and not to an Expense pursuant to Paragraph 3.



     (c) Landlord reserves the right, without liability
to Tenant and without constituting any claim of constructive
eviction, to stop or interrupt any heating, lighting, ventilating,
air conditioning, gas, steam, power, electricity, water or other
service and to stop or interrupt the use of any building or Project
facilities at such times as may be necessary and for as long as may



129









 







reasonably be required by reason of accidents, strikes, or the
making of repairs, alterations or improvements, or inability to
secure a proper supply of fuel gas, steam, water, electricity,
labor or supplies, or by reason of another similar or dissimilar
cause beyond the reasonable control of Landlord. No such stoppage
or interruption shall entitle Tenant to any diminution or abatement
of rent or other compensation nor shall this Agreement or any of
the obligations of Tenant be affected or reduced by reason of any
such stoppage or interruption.



     (d) As an incident to this Lease and as a part of
the rental consideration hereunder, Landlord shall install
transmission facilities in the Demised Premises, so that electric
energy ‘may be used by Tenant in the Demised Premises in such
reasonable quantity as shall be sufficient to meet Tenant’s
ordinary business needs for lighting and the operation of its
business machines, including photocopy equipment and computer and
data processing equipment.



     (e) Within ninety (90) days after the Commencement
Date, a survey (the “Survey”) shall be made by a licensed independent
electrical engineer selected by Landlord (“Surveyor”) to
determine the amounts to be charged Tenant for usage of the
electrical energy provided pursuant to Paragraph 15(d) above. The
amounts determined by said Survey shall be based upon certain
theoretical assumptions incorporating approximate estimates of the
probable consumption of electric- energy by the lighting fixtures
and other equipment and business machines installed in the Demised
premises, the anticipated periods of operation of such lighting
fixtures, equipment and machines and the cost of furnishing such
electric energy. The determination of the electricity charges by
the Surveyor shall be expressed as an annual dollar amount per
square foot of the Demised Premises and shall be binding and
conclusive on Landlord and on Tenant unless within fifteen (15)
days after the delivery of a copy of such determination to Tenant,
Tenant disputes such determination by written notice to the
Landlord. Pending the resolution of any such dispute, however,
Tenant shall pay to Landlord in accordance with the provisions of
this Paragraph 15(e), the amount as determined by the Surveyor
provided, however, that if the electricity charge as finally
determined is different from that determined by the Surveyor, then
Landlord and Tenant shall make adjustment for any deficiency owed
by Tenant or overage paid by Tenant pursuant to the determination
of the Surveyor’. Any dispute by Tenant over the determination of
electricity charges by the Surveyor shall be resolved by Tenant and
Landlord selecting a different licensed electrical engineer
acceptable to both Landlord and Tenant, to prepare a new survey,
which new survey shall be binding on Landlord and Tenant. The cost
of such new survey shall be borne by Tenant unless the amount
determined by the Surveyor shall be more than ten percent (10%)
less than that determined in the disputed survey, in which latter
event Landlord shall bear such cost.



     (f) Throughout the term of this Lease, Landlord, at
Landlord’s expense, may cause a new Survey to be made by the
Surveyor to determine if a further adjustment in the electricity
charges is warranted. When any such Survey (the “Subsequent
survey”) is so completed and delivered to Tenant, the cost of
electricity as set forth in the Subsequent Survey shall become



130









 







binding upon both parties as of the first day of the month next
succeeding the month in which Landlord receives a copy of the
Subsequent Survey, unless fifteen (15) days after the delivery of
such Subsequent Survey, Tenant notifies Landlord, in writing that
it disputes the amount set forth in said Subsequent Survey.
Settlement of the dispute shall be made in the same manner as
provided in Paragraph 15(e) of this Lease.



     (g) The charge for electricity
accordance with the provisions of subparagraphs (e)
Paragraph 15 shall be paid by Tenant to Landlord as
hereunder in the following manner:




(i) commencing on the Commencement Date and
on the first day of each month thereafter
until the provisions of Paragraph 15(e) become
effective, an amount equal to the sum of $1.25
per square foot per annum, or $ .1042 per
square foot per month multiplied by the net
rentable area of the Demised Premises which
sum shall represent the estimated electricity
charge applicable to the Demised Premises;




(ii) commencing on the first day of the month
next succeeding the month in which Landlord
and Tenant receive a copy of the Survey, an
amount equal to one-twelfth (1/12) of the
annual electricity charge allocable to the
Demised Premises as determined by the Survey;
and




(iii) on the first day of each month thereafter,
throughout the term of this Lease one twelfth
(1/12) of the annual electricity
charge allocable to the Demised Premises as
determined by the Surveyor any Subsequent.
Survey.




Within thirty (30) days after determination of
the electricity charge in accordance with the
Survey, Landlord or Tenant, as the case may
be, shall reimburse the other party for any
overpayment or underpayment of such charge
calculated by comparison of the total amount.
of estimated electricity charges paid with the
amount which would have been payable since the
Commencement Date in accordance with the
Survey.



     (h) If the cost to Landlord of electricity shall be
increased or decreased subsequently, by change in Landlord’s
electric rates, charges, fuel adjustment, or by taxes of any kind
imposed thereon, or for any other reason, then the aforesaid
electricity charge as determined by the Surveyor Subsequent Survey
shall be increased or decreased proportionately.



     (i) If Landlord discontinues furnishing electric
energy to Tenant, Tenant shall arrange to obtain electric energy
directly from the public utility company furnishing electric



131









 







service to the Building. Such electric energy may be furnished to
Tenant by means of the then existing Building System feeders,
risers and wiring to the extent that the same are available,
suitable and safe for such purposes. All meters and additional
panel boards, feeds, risers, wiring and other conductors and:’
equipment which may be required to obtain electric energy directly
from such public utility company shall be installed by Landlord at
Landlord’s expense. There shall be no discontinuance of the
furnishing of electric current to the Demised Premises by Landlord
until Tenant has completed its arrangements to obtain electric
current directly from the public utility company furnishing
electric current to the Building so that there is no interruption
in the continuity of electric service.



     (j) In the event that Tenant shall require electric
energy for use in the Demised Premises in excess of the quantity to
be initially furnished as herein provided and if, in Landlord’s
judgment, such excess requirements cannot be furnished unless
additional risers, conduits, feeders, switchboards and/or appurte-
nances are installed in the Project, Landlord, upon written request
of Tenant, shall proceed with reasonable diligence to install such
additional risers, conduits, feeders, switchboards and/or appurtenances,
provided the same and the use thereof shall not cause
permanent damage or injury to the Project or the Premises, or cause
or create a dangerous or hazardous condition, or entail excessive
or unreasonable alterations or repairs, or interfere with or
disturb other tenants or occupants of the Project, and Tenant
agrees to pay all costs and expenses incurred by Landlord in
connection with such installation.



     (k) Landlord, at Tenant’s expense, shall purchase
and install all lamps (including, but not limited to. incandescent
and fluorescent) , starters and ballasts used in the Demised
Premises.



     (1) In order that Landlord may at all times have
all necessary information which it requires in order to maintain
and protect its equipment, Tenant agrees that Tenant will not make
any material alteration or material addition to the electrical
equipment and/or appliances in the Demised Premises without the
prior written consent of Landlord in each instance, which consent
shall not be unreasonably withheld, and will promptly advise
Landlord of any other alteration or addition to such electrical
equipment and/or appliances. Tenant agrees to advise Landlord in
writing as to any material change in the periods of use of the
lighting fixtures and Tenant’s business machines and equipment.


(m) Landlord shall in no way be liable or responsible
to Tenant for any loss or damage or expense which Tenant may
sustain or incur by reason of any failure, inadequacy or defect in
the character I quantity or supply of electrical energy furnished to
the Demised Premises except for actual damage other than property
damage suffered by Tenant by reason of any negligence of Landlord.




     16. Subordination. This Lease is subject and subordinate
in all respects to any underlying leases, ground leases,
licenses or agreements, and to all mortgages which may now or
hereafter be placed on or affect such leases, licenses or agreements
or the Land or the Demised Premises and also to all renewals,



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modifications, consolidations and extensions of such underlying
leases, ground lease, licenses, agreements, and mortgages.
Although no instrument or act on the part of Tenant shall be
necessary to effectuate such subordination, Tenant shall, nevertheless,
execute and deliver such further instruments confirming such
subordination as may be desired by any holder of any such mortgage
or by a lessor, licensor or party to an agreement under any such
underlying lease, ground lease, license or agreement, respectively.·
Landlord shall make best efforts to obtain a non-disturbance
agreement for the benefit of Tenant from the current mortgagee of
the Project and shall obtain non-disturbance agreements from any
such future mortgagees. If any underlying lease, ground lease,
license or agreement to which this agreement is subject and
subordinate terminates, or if any Mortgage to which this lease is
subordinate is foreclosed, Tenant shall, on timely request, attorn,
to the holder of the reversionary interest or to the Mortgagee in
possession, as the case may be.



     17.  Curing Default by Landlord. If Tenant shall fail or
refuse to comply with and perform any conditions and covenants of
this Lease, Landlord may, after thirty (30) days prior notice to
Tenant except in the Case of emergencies, if Landlord so elects,
carry out and perform such conditions and covenants, at the cost
and expense of Tenant, and the said cost and expense shall be
payable on demand,. or at the option of Landlord shall be added to
the installment of rent due immediately thereafter but in no case
later than one month after such demand, whichever occurs sooner,
and shall be due and payable as such. This remedy shall be in
addition to such other remedies as Landlord may have hereunder by
reason of the breach of Tenant of any of the covenants and
conditions in this Lease contained.



     18. Notices. Any notice, demand, statement or other
communication which under the terms of this Lease or under any
statute or law must or may be given shall be given by hand delivery
to the respective parties as follows or by registered or certified
mail, return receipt requested, or by reputable private overnight
delivery service addressed to the respective parties as follow:



	 	 	 
	To Landlord:

	 	Sammis Pluckemin Associates
	 

	 	c/o Gale & Wentworth
	 

	 	Park Avenue at Morris County
	 

	 	100 Campus Drive, Suite 300
	 

	 	Attn: Mr. Jonathan Thorpe
	 
	 	 
	 

	 	Glenn C. Geiger, Esq.
	 

	 	Pitney, Hardin, Kipp & Szuch
	 

	 	Park Avenue at Morris County
	 

	 	200 Campus Drive
	 

	 	Florham Park, New Jersey 07932
	 
	 	 
	To Tenant:

	 	General Counsel
	 

	 	N.U.I. Corporation
	 

	 	550 Route 206
	 

	 	Bedminster, New Jersey 07978





Any such notice, demand, statement or other communication’ shall be
deemed to have been given or made upon -hand deli very or when
deposited, postage paid, in the U.S. Mail, or delivered, charges


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prepaid or charged to sender to a reputable private overnight
delivery service, as the case may be. Any of the above addresses
may be changed at any time notice is given as above provided.




     19. Quiet Enjoyment. Landlord covenants that Tenant
upon keeping and performing each and every covenant, agreement,
term, provision and condition herein contained on the part and on
behalf of Tenant to be kept and performed, shall quietly enjoy the
Demised Premises without hindrance or molestation by Landlord or by
any other person lawfully claiming by, through or under the same
subject to the covenants, agreements, terms, provisions and
conditions of this Lease.



     20. Security Deposit. INTENTIONALLY OMITTED.



     21. Inspection and Entry by Landlord.



     (a) Tenant agrees to permit Landlord and Landlord’s
agents, employees or other representatives to show the Premises to
any lessor under any underlying lease of ground lease or any
mortgage or any persons wishing to rent or purchase the, same upon
72 hours prior notice to Tenant, provided such showing does not
unreasonably interfere with Tenant’s use of the Premises and
provided Landlord complies with any reasonable security requirements
imposed by Tenant.



     (b) Tenant agrees that Landlord and Landlord’s
agents, employees or other representatives, shall have the right to
enter into and upon the said premises or any part thereof, at all
reasonable hours, for the purpose of examining the same or reading
meters, or performing maintenance or making such repairs or
alterations therein as may be necessary for the safety and
preservation thereof. This clause shall not be deemed to be a
covenant by Landlord nor be construed to create an obligation on
the part of Landlord to make such inspection or repairs.



     22. Brokerage. Tenant and Landlord warrant and
represent to each other that neither has dealt with any broker or
brokers regarding the negotiation of the within Lease other than
the Designated Broker, if a Designated Broker is indicated in the
Preamble hereto. The Party Responsible to the Designated Broker,
if any, shall pay the Designated Broker a commission pursuant to a
separate agreement. Tenant and Landlord agree to be responsible
for and to indemnify and save the other harmless from and against
any -claim for a commission or other compensation by any other
broker claiming to have negotiated with the indemnifying party with
respect to the Demised Premises or to have called the said Demised
Premises to Tenant’s attention or to have called Tenant to
Landlord’s attention.



     23. Parking. Tenant shall have the right under this
Lease to the exclusive use of the Exclusive Spaces and the
non-exclusive use of the Non-Exclusive Spaces in the parking lot of
the Project in compliance with such reasonable Rules and Regulations
as Landlord may promulgate from time to time.



     24. Renewal Option.



     (a) Tenant is hereby granted two successive options



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to renew this Lease for the Renewal Term subject to the terms of
this Paragraph 24. In the event that Tenant desires to renew the
Lease it-shall give notice in writing to Landlord of its intention
‘be entitled to make a claim for the unamortized portion of any
improvements made by Tenant to the extent such claim does not
diminish Landlord’s award hereunder. In the event of any partial
condemnation which materially interferes with Tenant’s occupancy
orits parking rights hereunder, unless replacement-parking shall be
provided for Tenant within reasonable proximity to the Demised
Premises, Tenant shall have the right to terminate this Lease as of
the effective date of such taking by providing written notice to
Landlord not less than ten (10) days prior to the effective date of
such taking. Tenant agrees to execute and delivery any instruments,
at the expense of Landlord,· as may be deemed necessary or
required to expedite any condemnation proceedings or to effectuate
a proper transfers of title to such governmental or other public
authority, agency; body or public utility seeking to take or
acquire the Lands and Demised Premises or any portion thereof.
Tenant covenants and agrees to vacate the Demised Premises, remove
all Tenant’s personal property therefrom and deliver up peaceable
possession thereof to Landlord or to such other party designated by
Landlord in the aforementioned notice. Failure by Tenant to comply
with any provision in this clause shall subject Tenant to such
costs, expenses, damages and losses as Landlord may incur by reason
of Tenant’s breach hereof.



     27. Assignment and Subletting.



          (1) In the event that Tenant desires to assign this
Lease or sublease the Demised Premises or any portion thereof to
any other party during the first five (5) years of this Lease then
such desire shall be communicated to Landlord in writing at least
sixty (60) days prior to the proposed date of such assignment or
sublease, and, within thirty (30) days after receipt of such
notice, Landlord shall have the option to recapture said space in
which event the Tenant shall be fully released from any and all
obligations hereunder, with respect to such space. Notwithstanding
the foregoing, in the event Landlord does not exercise said option
to recapture and Tenant fails to enter. into such assignment or
sublease within six (6) months of the date Tenant provided such
notice to Landlord, Tenant may not assign this Lease or sublease
the Demised Premises or any portion thereof without once again
notifying the Landlord pursuant to this Paragraph, at which time
Landlord shall once again have the option to recapture such space
as set forth herein.




          (2) In the event that Tenant desires to assign this
Lease or sublease the Demised Premises or any portion thereof to
any other party during any Renewal Term, the terms and conditions
of such assignment or sublease shall be communicated to Landlord in
writing at least sixty (60) days prior to the effective date of any
such assignment or sublease, and, within thirty (30) days after
receipt of such notice, Landlord shall have the option, exercisable
in writing to Tenant, to recapture this Lease so that such
prospective assignee or sublessee shall then become the sole Tenant
of Landlord hereunder or alternatively to recapture said space and
the Tenant shall be fully released from any and all obligations
hereunder with respect to such space.





135









 








          (3) In the event that the Landlord elects not to
recapture such space as hereinabove provided, Tenant may nevertheless
assign or sublet the whole of the Demised Premises, subject to
the Landlord’s prior written consent, which consent shall not be
unreasonably withheld, and subject to the consent of any mortgagee,
or ground lessor, on the basis of the following terms and conditions:





(a) Tenant shall provide to Landlord the name
and address of the assignee or sublessee.




(b) The assignee or sublessee shall assume, by
written instrument, all of the obligations of this Lease, and a
copy of such assumption agreement shall be furnished to Landlord
within ten (ID) days of its execution.




(c) Tenant and each assignee or sublessee
shall be and remain liable for the observance of all the covenants
and provisions of this Lease, including, but not limited to, the
payment of Fixed Rent, Additional Rent and other charges due
hereunder through the entire term of this Lease, as the same may be
renewed, extended or otherwise modified.




(d) In any event, the acceptance by Landlord
of any rent from any of the subtenants or the failure of Landlord
to insist upon a strict performance of any of the terms, conditions
and covenants herein from any assignee or subtenant: shall not
release Tenant herein. from any and all of the obligations herein
during and for the entire terms of this Lease.




(e) Tenant shall only assign or sublet the Demised Premises to
an assignee or sublessee (1) whose financial status is acceptable
to Landlord, at Landlord’s reasonable discretion, whether or not
equal to or greater than that of Tenant, and (2) whose use is the
same use as Tenant’s use, the quality of Tenant’s operations in the
performance of said use to be acceptable to Landlord, at Landlord’s
reasonable discretion.




(f) Tenant acknowledges that its sole remedy with respect to any
assertion that Landlord’s failure to consent to any assignment or
sublet is unreasonable shall be the remedy of specific performance
and Tenant shall have no other claim or cause of action against
Landlord as a result of Landlord’s actions in refusing to consent
thereto, provided however if Tenant shall prevail in any such action
Landlord shall be liable for Tenant’s reasonable attorneys fees in
bringing such action.




(g) The assignment or sublease shall provide
that there shall be no further assignments and/or subletting
without complying with the terms of this Article 27.



     (3) Notwithstanding anything contained in this
Article 27 to the contrary, Tenant shall have the right to assign
this Lease in connection with a bona fide sale of all or substantially
all of its assets in one (I) or more related transactions,
without obtaining any prior consent. Any assignment or sublet to
an affiliated company or any assignment in connection with a
transaction of the nature permitted pursuant to the preceding
sentence, shall not be subject to the provisions of subsections
(1) (2) or (3) (e) (1) hereof, but all other provisions of this



136









 







Paragraph shall apply.



     28. Environmental Laws.



          (a) Tenant agrees to comply with all applicable
environmental laws, rules and regulations, including but not limited
to the Environmental Cleanup Responsibility Act as amended by the
Industrial Site Recovery Act (N.J.S.A. 13:1K-9 et seq.) (“ISRA”) .
Tenant represents to Landlord that Tenant’s Standard Industrial
Classification (SIC) Number as used on Tenant’s Federal
Tax Return is 4924. Tenant shall not conduct any operations that
shall cause the Project or the Demised Premises to be deemed an
“industrial establishment” as defined in ISRA.




          (b) Tenant hereby agrees to execute such documents
Landlord reasonably deems necessary and to make such applications
as Landlord reasonably requires to assure compliance with ISRA.
Tenant shall bear all costs and expenses incurred by Landlord
associated with any required ISRA compliance resulting from
Tenant’s use of the Demised Premises including but not limited to
state agency fees, engineering fees, clean-up costs, filing fees
and suretyship expenses. The foregoing undertaking shall survive
the termination or sooner expiration of the lease and surrender of
the Demised Premises and shall also survive Sale, or lease or
assignment of the Demised Premises by Landlord. Tenant shall
immediately provide Landlord with copies of all correspondence,
reports, notices, orders, findings, declarations and other
materials pertinent to Tenant’s compliance and the New Jersey
Department of Environmental Protection’s (“NJDEP”) requirements
under ISRA as they are issued or received by the Tenant.,




          (c) Tenant shall not generate, store, manufacture,
refine, transport, treat, dispose of, or otherwise permit to be
present on or about the Demised Premises, any Hazardous Substances
other than minimal quantities of normal office supplies and
cleaning materials typically found in office buildings. As used
herein, Hazardous Substances shall be defined as any “hazardous
chemical,1I “hazardous substance” or similar term as defined in the
Comprehensive Environmental Responsibility Compensation and
Liability Act, as amended (42 U.S.C. 9601, et seq.), ISRA, as the
same may be amended, the New Jersey Spill Compensation and Control
Act, as amended, (N.J.S.A. 58:10-23.11b, et seq.), any rules or
regulations promulgated thereunder, or in any other present or
future applicable federal, state or local law, rule or regulation
dealing with environmental protection. Tenant shall not be
responsible for any Hazardous Substances that are on or about the
Premises through the act of Landlord, its agents, representatives
or employees.




          (d) Tenant agrees to indemnify and hold harmless
the Landlord and each mortgagee of the Demised Premises from and
against any and all liabilities, damages, claims, losses, judgments,
causes of action, costs and expenses (including the reasonable fees and
expenses of counsel) which may be incurred by the Landlord or any such
mortgagee or threatened against the Landlord or such mortgagee, relating
to or arising out of any breach by Tenant of this paragraph, which indemnification
shall survive the expiration or sooner termination of this Lease.







137









 








     29. Parties Bound.



     (a) The covenants, agreements, terms, provisions
and conditions of this Lease shall bind and benefit the respective
successors, assigns and legal representatives of the parties hereto
with the same effect as if mentioned in each instance where a party
hereto is named or referred to except that no violation of the
provisions of Paragraph 7 (c) hereof shall operate to vest any
rights in any successor, assignee or legal representative of Tenant.
and that the provisions of this Paragraph 29 shall not be construed
as modifying the conditions contained in Paragraph 13 hereof.



     (b) Tenant acknowledges and agrees that. if Landlord
shall be an individual, joint venture, tenancy in common, firm, or
partnership, general or limited, there shall be no personal
liability on such individual or on the members of such joint
venture, tenancy in common, firm or partnership in respect of any
of the covenants or conditions of this Lease; rather, Tenant agrees
to look solely to Landlord’s estate and property in the Demised
Premises (or the proceeds thereof) for the satisfaction of Tenant’s
remedies arising out of or related to this Lease.



     (c) The term “Landlord” as used in this Lease means
only the owner, or the mortgagee In possession, for the time being
of the Demised Premises (or the owner of a lease of the Demised
Premises) so that in the event of any sale or sales of the Land,
Project, or the Demised Premises or of said lease, or in the event
of a lease of the Land, Project or of the Demised Premises, the
said Landlord shall be and hereby is entirely freed and relieved of
all covenants and obligations of Landlord hereunder, and it shall
be deemed and construed without further agreement between the
parties or their successors in Interest, or between the parties and
the purchaser, at any such sale, or the said lessee of the Land,
Project or of the Demised Premises, that the purchaser or the
lessee of the same has assumed and agreed to carry out any and all
Covenants and obligations of Landlord hereunder.



     30. Miscellaneous.



     (a) This Lease contains the entire contract between
the parties. No representative, agent or employee of Landlord has
been authorized to make any representations or promises with
reference to the leasing of the Demised Premises or to vary, alter
or modify the terms hereof. No additions, changes or modifications,
renewals, or extensions hereof, shall be binding unless
reduced to writing and signed by Landlord and Tenant.



     (b) The terms, conditions t covenants and provisions
of this Lease shall be deemed to be severable. If any clause or
provision herein contained be adjudged to be invalid or unenforceable
by a court of competent jurisdiction or by operation of any
applicable law, it shall not affect the validity of any other
clause or provision herein, but such other clauses or provisions
shall remain in full force and effect.



     (c) Tenant shall not be entitled to exercise any
right of termination or other option granted to it by this Lease at
any time when Tenant is in default in the performance or observance
of any of the covenants, agreement terms, provisions or conditions




138










 




on its part to be performed or observed under this Lease.




     (d) The paragraph headings in this Lease are for
convenience only and are not to be considered in construing the
same.



     (e) This lease shall be governed in accordance with’
the laws of the State of New Jersey.



     (f) Paragraphs 32-34 of Exhibit C are expressly
made subject to any inconsistent provisions of this Lease.


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




	 	 	 	 	 
	WITNESS:

	 	LANDLORD:
	 
	 	 	 	 
	 

	 	SAMMIS PLUCKEMIN ASSOCIATES
	 
	 	 	 	 
	Name:

	 	By:	 	[illegible]
	 
	 	 	 	General Partner 
	 

	ATTEST:

	 	TENANT:
	 
	 	 	 	 
	 

	 	NATURAL GAS SERVICES INC.
	 	 	 	 	 
	/s/ James R. Van Horn
 

Name: James R. Van Horn

	 	By:
	 	[illegible]

 

Name: Richard [illegible]
	Title: Secretary

	 	 	 	Title: President








139









 





EXHIBIT A-1




PROPERTY DESCRIPTION




     The property is known as Block 59, Lot 11-3, 11-2, and consists of 15.99 Acres of land. It is
located in the Northeast quadrant of the Route 202-206 and Hills Drive intersection in the Township
of Bedminster, Somerset County, New Jersey.


The property improvements consists of (2) office buildings totaling 187,765 square feet of
office space and (748) parking spaces.




140









 




Tenant of the amount, if any, of additional Tenant’s Finish Cost arising therefrom (which shall be
calculated in the same manner as the original Tenant’s Finish Cost) and Landlord’s estimate of the
delay in completion that will be caused by such proposed revision to the Final Plans. In the event
of a rejection by Landlord of a proposed revision, Tenant may make changes to the proposed revision
and resubmit it pursuant hereto. Upon receiving Landlord’s approval to any revision, Tenant shall,
as soon there-after as practicable, but in no event in excess of five (5) business days, and
understanding that any delay in responding may cause delays in completion substantially greater
than the estimate given by Landlord, authorize the work that Tenant desires by approving in writing
the work and the cost thereof, and executing revised final plans to enable Landlord to obtain all
necessary permits and approvals to construct the Demised Premises in accordance with such revised
final plans. Upon the approval of such revised final . plans, such revised final plans shall become
the Final Plans hereunder. Any delay in completion caused by the revision ·to the Final Plans,
whether greater or less than Landlord’s estimate, shall be a Tenant Delay (as hereinafter defined).




     Section 3.3. If (a) a delay actually occurs in the completion of the Demised Premises in
accordance with the Final Plans or any revised Final Plans by the Landlord as the result of (i) any
delay in approving and executing the Pinal Plans to Landlord by the time and in the form required
by Section 3.2(a) hereof, (ii) any direction by Tenant that the Landlord delay proceeding with the
work or any segment of the work in anticipation of a possible revision to the Final Plans by Tenant
or for any other reason, (iii) any revision to the Final Plans authorized by Tenant, or (iv) any
other act or omission of Tenant, its agents, employees or contractors (any of such events being a
-Tenant Delay”), then (b) the Commencement Date shall (even though no Certificate of Occupancy has
been issued or the Demised Premises has not been completed) be deemed to be one day earlier than
provided for in Paragraph 7 of the Agreement for each day of such Tenant Delay.



     The extent of any Tenant Delay shall be determined in the following manner: Landlord shall
notify Tenant of the estimated length of the Tenant Delay involved as soon a practicable after the
information necessary to estimate such Tenant Delay is available (which notice shall include the
basis for the Landlord’s estimate) and, as Landlord obtains the information to calculate the actual
Tenant Delay, Landlord shall so notify Tenant, providing it with the basis used in calculating such
Tenant Delay. In the event of a dispute concerning the length of any Tenant Delay, Landlord’s
calculation shall be used and the Commencement Date shall occur in accordance therewith, provided,
however, that Tenant shall retain its right to challenge Landlord’s calculation of the length of
the Tenant Delay.



     Section 4.1. The “Construction Cost” as defined herein shall be the actual cost to Landlord
(such actual costs to be limited to hard costs and the following general condition soft costs only:
permits, blue-prints, clean-up, dumpsters, job site supervision, overnight delivery charges. and
temporary protection of the construction of the Demised Premises in accordance with the Final
Plans, plus four percent (4%) of such actual cost as profit to Landlord and six percent (6%) of
such actual cost as a payment



141









 







to Landlord to compensate Landlord for its overhead costs.



     Section 4.2. Prior to accepting and awarding any bid for work on the Demised Premises,
Landlord shall submit to Tenant for Tenant’s review and recommendation copies of all bids received
by Landlord for such work. Tenant shall provide Landlord with Tenant’s recommendation regarding the
approval of same within three (3) business days of Tenant’s receipt of said bid copies. Landlord
shall consider Tenant’s recommendation and either accept such recommendation or, in those instances
where Landlord declines to



142









 





EXHIBIT C




RULES AND REGULATIONS





	1.	 	No sign, placard, picture, advertisement, name or notice shall be installed or displayed on
any part ·of the outside or inside of the Building without the prior written consent of Landlord
which shall not be withheld unreasonably. Landlord shall have the right to remove, at Tenant’s
expense and upon prior notice, any sign installed or displayed in violation of this rule. All
approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at
the expense of Tenant by a person chosen by Landlord.
	 
	2.	 	If Landlord objects in writing to any curtains, blinds, shades, screens or hanging plants or
other similar objects attached to or used in connection with any window or door of the Premises,
Tenant shall immediately discontinue such use. No awning shall be permitted on any part of the
Premises. Tenant shall not place anything against or near glass partitions or doors or windows
which may appear unsightly from outside the Premises.
	 
	3.	 	Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators,
escalators or stairways of the Building. The halls, passages, exits, entrances, shopping malls,
elevators, escalators and stairways are not for the general public, and Landlord shall in all
cases retain the right to control and prevent access thereto of all persons whose presence in the
judgment of Landlord would be prejudicial to the safety, character, reputation and interests of
the Building and its tenants; provided that nothing herein contained shall be construed to
prevent such access to persons with whom any tenants normally deals in the ordinary course of its
business, unless such persons are engaged in illegal activities. No tenant and no employee or
invitee of any tenant shall go upon the roof of the Building.
	 
	4.	 	The directory of the Building will be provided exclusively for the display of the name and
location of Tenants only, and Landlord reserves the right to exclude any other names therefrom.
	 
	5.	 	All cleaning and janitorial services for the Building and the Premises shall be provided
exclusively through Landlord, and except with the written consent of Landlord, no person or
persons other than those approved by Landlord shall be employed by Tenant or permitted to enter
the Building for the purpose of cleaning the same. Tenant shall not cause any unnecessary labor
by any carelessness or indifference to the good order and cleanliness of the Premises.
	 
	6.	 	Landlord will furnish Tenant, free of charge, with two keys to each door lock in the Premises.
Landlord may make a reasonable charge for any additional keys. Tenant shall not make or have
made additional keys, and Tenant shall not alter any lock or install a new additional lock or bolt
on any door of its Premises. Tenant, upon the termination of its tenancy, shall deliver to
Landlord the keys of all doors which have been furnished to Tenant, in the event of loss of any
keys so furnished, shall pay Landlord therefor.





143









 







	7.	 	If Tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall
first obtain, and comply with, Landlord’s instructions in their installation.
	 
	8.	 	Tenant shall not place a load upon any floor of the Premises which such floor was designed to
carry and which is allotted by law. Landlord shall have the right to prescribe the weight, size
and position of all equipment, materials, furniture or other property brought into the Building.
Heavy objects shall, if considered necessary by Tenant, stand on such platforms as determined by
Landlord to be necessary to properly distribute the weight. Business machines and mechanical
equipment belonging to Tenant, which cause noise or vibration that may be transmitted to the
structure of the Building or to any space therein to such a degree as to be objectionable to
Landlord or to any tenants in the Building, shall be placed and maintained by Tenant, at Tenant’s
expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration.
The persons employed to move such equipment in or out of the Building must be acceptable to
Landlord. Landlord will not be responsible for loss of, or damage to, any such equipment or other
property from any cause, and all damage done to the Building by maintaining or moving such
equipment or other property shall be repaired
at the expense of Tenant except when such damage to equipment or other property is caused by the
directions or instructions issued by Landlord.
	 
	9.	 	Tenant shall not use or keep in the Premises any kerosene, gasoline or inflammable or
combustible fluid or material other than those limited quantities necessary for the operation or
maintenance of office equipment ___ Tenant shall not use or permit to be used ,in the Premises any
foul or noxious gas or substance, or permit or allow the Premises to be occupied or used in a
manner offensive or objectionable to Landlord or other occupants of the Building by reason of
noise, odors or vibrations, nor shall Tenant bring into or keep in or about the Premises any
birds or animals.
	 
	10.	 	Tenant shall not use any method of heating or air-conditioning other than that supplied
by Landlord.
	 
	11.	 	Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate
fully with Landlord to assure the most effective operation of the Building’s heating and
air-conditioning and to comply with any governmental energy-saving rules, laws or regulations of
which Tenant has actual notice, and shall refrain from attempting to adjust controls other than
room thermostats installed for Tenant’s use. Tenant shall keep corridor doors closed, and shall
close window coverings at the end of each business day.
	 
	12.	 	Following written notice to Tenant, Landlord reserves the right, and without liability
to Tenant, to change the name and street address of the Building.
	 
	13.	 	Landlord reserves the right to exclude from the Building between the hours of 6 p.m. and
7 a.m. the to following day, or such other hours as may be established from time to time by





144









 







	 	 	Landlord, and on Sundays and legal holidays, any person unless that person is known to the person
or, employee In charge of the Building and has a pass or is properly identified. Tenant shall be
responsible for all persons for whom it requests passes and shall be liable to Landlord for all
acts of such persons. Landlord shall not be liable for damages for any error with regard to the
admission to or exclusion from the Building of any person. Landlord reserves the right to prevent
access to the Building in case of invasion, mob, riot, public, excitement or other commotion by
closing the doors or by other appropriate action.
	 
	14.	 	Tenant shall close and lock the doors of its Premises and entirely shut off all water
faucets or other water apparatus, and electricity, gas or air outlets before tenant and its
employees leave the Premises, Tenant shall be responsible for any damage or injuries sustained by
other tenants or occupants of the Building or by Landlord for noncompliance with this rule.
	 
	15.	 	Tenant shall not obtain for use on the Premises, ice, drinking water, food, beverage, towel
or other similar services or accept barbering or bootblacking services upon the Premises, except
at such hours and under such regulations as may be fixed by Landlord.
	 
	16.	 	The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for
any purpose other than that for which they were constructed and no foreign substance of any kind
whatever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from
the violation of this rule shall be borne by the tenant who, or whose employees or invitees,
shall have caused it.
	 
	17.	 	Tenant shall not sell, or permit the sale at retail, of newspapers, magazines.
periodicals. theater tickets or any other goods or merchandise to the general public in or on the
Premises. Tenant shall not make any room-to-room solicitations of business from other tenants in
the Building. Tenant shall not use the Premises for any business or activity other than that
specifically provided for in Tenant’s Lease.
	 
	18.	 	Tenant shall not interfere with radio or television broadcast- ing or reception from or in
the Building or elsewhere.
	 
	19.	 	Tenant shall not mark, drive nails, screw or drill into the partitions, woodwork or
plaster or in any way deface the Premises or any part thereof. Landlord reserves the right to
direct electricians as to where and how telephone and telegraph wires are to be introduced to the
Premises. Tenant shall not cut or bore holes for wires. Tenant shall not affix any floor covering
to the floor of the Premises in any manner except as approved by Landlord. Tenant shall repair any
damage resulting from noncompliance with this rule.
	 
	20.	 	Tenant shall not install. maintain or operate upon. the Premises any vending machine
without the written consent of Landlord which consent shall not be withheld unreasonably.





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	21.	 	Canvassing, soliciting and distribution of handbills or any other written material, and
peddling in the Building are prohibited, and each tenant shall cooperate to prevent same.
	 
	22.	 	Landlord reserves the right to exclude or expel from the Building any person who, in
Landlord’s judgment. is intoxicated or under the influence of liquor or drugs or who is in
violation of any of the Rules and Regulations of the Building.
	 
	23.	 	Tenant shall store all its trash and garbage within its Premises. Tenant shall not place
in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of t-rash and
garbage disposal. All garbage and refuse disposal shall be made in accordance with direction
issued from time to time by Landlord.
	 
	24.	 	The Premises shall not be used for the storage of merchandise held for sale to the
general public, or for lodging or for manufacturing of any kind, nor shall the Premises be used
for any improper, immoral or objectional purpose. No cooking shall be done except microwave
cooking or permitted by any tenant on the Premises, except that use by Tenant of Underwriters’
Laboratory-approved equipment for brewing coffee. tea. hot chocolate and similar beverages shall
be permitted, provided that such equipment and use is in accordance with all applicable federal,
state, county and city laws, codes, ordinances, rules and regulations.
	 
	25.	 	Tenant shall not use in any space or in the public halls of the Building any hand trucks
except those equipped with rubber tires and side guards or such other material-handling equipment
as Landlord may approve. Tenant shall not bring any other vehicle of any kind into the Building.
	 
	26.	 	Without the written consent of Landlord, Tenant shall not use the name of the Building
in connection with or in promoting or advertising the business of Tenant except as Tenant’s
address.
	 
	27.	 	Tenant shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency.
	 
	28.	 	Tenant assumes any and all responsibility for protecting its Premises from theft,
robbery and pilferage, which includes keeping doors locked and other means of entry to the
Premises closed.
	 
	29.	 	The requirements of Landlord will be attended to only upon appropriate application to
the office of the Building by an authorized individual. Employees of Landlord shall not perform
any work or do anything outside of their regular duties unless under special instructions from
Landlord, and no employee of Landlord will admit any person (Tenant or other-” wise) to any
office without specific instructions from Landlord.
	 
	30.	 	Tenant shall not park its vehicles in any parking 8.reas designated by Landlord as areas
for parking by visitors to the Building. Tenant shall not leave vehicles in the Building parking
areas overnight nor park any vehicles in the Building





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	 	 	parking areas other than automobiles,
motorcycles, motor driven or non-motor driven bicycles or four-wheeled trucks.
	 
	31.	 	Landlord may waive anyone or more of these Rules and Regulations
for the benefit of Tenant or any other tenant, but no such waiver by Landlord shall be
construed as a waiver of such Rules and Regulations in favor of Tenant or any other tenant nor
prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of
the tenants of the Building.
	 
	32.	 	These Rules and Regulations are in addition to, and shall not be construed to in any way
modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any
lease of premises in the Building.
	 
	33.	 	Landlord reserves the right to make such other and reasonable Rules and Regulations as,
in its judgment, may from time to time be needed for safety and security, for care and cleanliness
of the Building and for the preservation of good order therein. Tenant agrees to abide by all
such Rules and Regulations hereinabove stated and any additional rules and regulations which are
adopted.
	 
	34.	 	Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s
employees, agents, clients, customers, invitees and guests.





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EXHIBIT “D”




PROJECT HOLIDAYS



Project Holidays shall be Washington’s Birthday, Good Friday; Memorial Day; Independence Day;
Labor Day; Thanksgiving Day and day after; Christmas Day; New Years Day; Monday before or Friday
after if Christmas Day, New Years Day or Independence Day fall on Tuesday or Thursday; and Monday
after or Friday before if Christmas Day, New Years Day or Independence Day fall on Saturday or
Sunday.




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EXHIBIT D-1




CLEANING SERVICES





	1.	 	GENERAL CLEANING
	 
	 	 	Nightly
	 
	a.	 	Empty and clean all waste receptacles removing waste to a designated central location for
disposal. Landlord is to provide for disposal of waste.
	 
	b.	 	Empty and clean all ash trays and receptacles.
	 
	c.	 	Remove all fingerprints, smudges and other marks from metal partitions, doors and other surfaces.
	 
	 	 	Weekly
	 
	d.	 	Hand dust and clean all office furniture that has been cleared of papers, boxes,
and/or personal items, ledges, chair rails, baseboards, and window sills.
	 
	2.	 	FLOORS
	 
	 	 	Group A Granite, ceramic title, marble, terrazzo.
	 
	 	 	Group B — Linotile, asphalt, koroseal, plastic vinyl, wood, rubber, or other composition floors and base.
	 
	 	 	Nightly
	 
	a.	 	All floors in Group A to be swept, wet mopped and rinsed.
	 
	b.	 	All floors in Group B to be dry mopped.
	 
	 	 	Weekly
	 
	c.	 	All floors in Group B to be damp mopped.
	 
	 	 	Every six (6) months
	 
	d.	 	All floors to be scrubbed and buffed.
	 
	3.	 	VACUUMING
	 
	 	 	Nightly 
	 
	a.	 	Vacuum or carpet sweep all rugs and carpeted areas.
	 
	 	 	Monthly
	 
	b.	 	Brush or dust by hand carpet edges inaccessible to high pressure vacuum
attachments.
	 
	4.	 	HIGH DUSTING
	 
	 	 	Every six (6) Months
	 
	a.	 	Dust all clothes closet shelving, pictures, charts, 




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	 	 	graphs, etc.






	b.	 	Dust clean all vertical surfaces such as walls, partitions, door bucks and other surfaces.
	 
	c.	 	Dust all venetian blinds.
	 
	5.	 	SPECIAL SERVICES
	 
	 	 	Records and General Storage Area




Floors are to be broom cleaned weekly. Files and exposed open Shelves dusted once
every three (3) months.





	6.	 	OTHER SERVICES
	 
	a.	 	Landlord shall supply all soap, towels and toilet tissue in both men’s and women’s rooms
and sanitary napkins in coin dispensers in the women’s rooms.
	 
	b.	 	Landlord will supply all coin operated dispensers and will be responsible for the servicing
of same and for the collection of money from the machine.
	 
	c.	 	During the term of this lease the dispenser price for sanitary napkins will not exceed a
price equal to 150% of the wholesale price paid by the Landlord.
	 
	7.	 	CARPETING




In addition to the aforementioned nightly and weekly vacuuming, Landlord will do the following:





	 	 	Weekly




All carpeting is to be spot cleaned removing all stains, smudges, and unsightly
appearances.





	8.	 	GLASS
	 
	 	 	Monthly
	 
	a.	 	Clean all partitions and furniture glass.
	 
	 	 	Annually
	 
	a.	 	Clean all perimeter windows, both inside and out.
	 
	9.	 	GENERAL
	 
	a.	 	All lights are to be extinguished and the doors as specified by Tenant are to be locked
after cleaning is completed.
	 
	b.	 	All personnel are to be uniformed and clean in appearance during business hours.
	 
	c.	 	Cleaning of all private bathrooms and/or kitchen areas will be subject to additional
charges which will be determined on a case-by-case basis applying uniform rates to all tenants.





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EXHIBIT B




Leased Premises




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EXHIBIT C




PARKING PLAN





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CERTIFICATE OF LIABILITY INSURANCE




153









 





IMPORTANT



If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such
endorsement(s).



If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).




DISCLAIMER



The Certificate of insurance on the reverse side of this form does not constitute a contract
between the issuing insurer(s), authorized representative or producer, and the certificate holder,
nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the
policies listed thereon.




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EXHIBIT C




Intentionally Omitted





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EXHIBIT D




Insurance Certificate





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EXHIBIT E




Furniture



All Furniture on leased premises is accepted by Sub-Tenant in “As-Is” condition and NUI Corp.
makes no representation or warranties as to quality or quantity of such furniture.





157