Exhibit 10.2


 


AGREEMENT OF SALE


 


THIS AGREEMENT OF SALE (this “Agreement”) is made the 30th day of December, 2005 (the “Effective Date”), by and between LENOX, INCORPORATED, a New
Jersey corporation (“Seller”), party
of the first part, and PREI WHEELER WAY ASSOCIATES, LP, A Pennsylvania limited
partnership, with its principal office located at c/o Preferred Real Estate
Investments, Inc., 1001 E. Hector Street, Suite 100, Conshohocken, PA 19428
(“Buyer”), party of the second part.


 


W I T N E S S E T H


 


1.                                     Definitions.  Whenever used in this
Agreement, the following words and phrases shall have the respective meanings
ascribed to them in the Sections of this Agreement referred to below:


 


(a)                                  “Affidavit” –
as defined in Section 11 hereof.


 


(b)                                 “Brokers” –
as defined in Section 22 hereof.


 


(c)                                  “Buyer” –
as defined in the preamble to this Agreement.


 


(d)                                 “Buyer Parties” –
as defined in Section 10 hereof.


 


(e)                                  “Certification” –
as defined in Section 15 hereof.


 


(f)                                    “Deposit” –
as defined in Section 3 hereof.


 


(g)                                 “Due Diligence Period” – as defined in Section 9 hereof.


 


(h)                                 “Effective Date” – as defined in the preamble
to this Agreement.


 


(i)                                     “Langhorne
Property” – as defined in Section 2 hereof.


 


(j)                                     “Lease” – as defined in Section 6(b) hereof.


 


(k)                                  “Permitted Title Exceptions” – as defined in
Section 4 hereof.


 


(1)                                  “Pollutant” – any condition, contamination or
substance which is regulated by Applicable Environmental Laws. “Applicable
Environmental Laws” shall mean any and all existing or future federal, state
and local statutes, ordinances, regulations, rules, executive orders, standards
and requirements, including the requirements imposed by common law, concerning
or relating to industrial hygiene and the protection of health and the
environment including, without limitation: (i) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601 et
seq.; (ii) the Resource Conservation and Recovery Act of 1976; as
amended, 42 U.S.C. 6901 et  seq.;
(iii) the Clean Air Act, as amended, 42 U.S.C. 7901 et seq.: (iv) the
Clean Water Act, as amended, 33 U.S.C. 1251 et  seq.; (v) the
Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801 et  seq.;
(vi) the Pennsylvania Solid Waste Management Act, as


 





















 


amended,
35 P.S. 6018.101 et  seq.; (vii) the Pennsylvania Clean Streams
Law, as amended, 35 P.S. 691.1 et
seq.;(viii) the Pennsylvania Hazardous Sites Cleanup Act, as amended, 35
P.S. 6020.101 et seq.; (ix) the Pennsylvania Storage Tank and Spill Prevention
Act, as amended, 35 P.S. 6021.101 et  seq.; and (x) the
Pennsylvania Hazardous Material Emergency Planning and Response Act, as
amended, 35 P.S. 6022.101 et  seq. Any terms mentioned in this
Agreement which are defined in any Applicable Environmental Law shall have the
meanings ascribed to such terms in said laws; provided, however, that if any of
such laws are amended so as to broaden any term defined therein, such broader
meaning shall apply subsequent to the effective date of such amendment.


 


(m)                               “Purchase Price” – as defined in Section 3 hereof.


 


(n)                                 “Seller” –
as
defined in the preamble to this Agreement.


 


(o)                                 “Seller Parties”
– as defined in Section 10 hereof.


 


(p)                                 “Settlement” – as defined in
Section 5 hereof.


 


(q)                                 “Settlement Date”
– as defined in Section 5 hereof.


 


(r)                                    “Title Insurer”
– as defined in Section 3.


 


2.                                     Sale of Langhorne
Property.  Subject to all of the terms and
conditions of this Agreement, Seller agrees to sell and convey to Buyer, and
Buyer agrees to purchase from Seller, the property known as 900 Wheeler Way,
Langhorne, Pennsylvania, more particularly described in Exhibit A, attached
hereto and made a part hereof, together with all easements, appurtenances,
rights and privileges belonging, benefiting or in any way pertaining thereto
(hereinafter referred to as the “Langhorne Property”). The Langhornc Property is improved with a building
consisting of approximately one hundred seventy nine thousand (179,000) square
feet of rentable space.


 


3.                                     Purchase Price.  The purchase price for the Langhorne Property
(the “Purchase Price”) shall be Five Million Five Hundred Thousand and
00/100 Dollars ($5,500,000.00) to be allocated as follows:


 


The
Purchase Price shall be paid by Buyer as follows:


 


(a)       One Hundred Thirty
Seven Thousand Five Hundred and 00/100 Dollars ($137,500.00) by check or wire
transfer of immediately available federal funds to Land Services USA, Inc. (“Title Insurer”)
within three (3) business days after the Effective Date.


 


(b)      One Hundred Thirty
Seven Thousand Five Hundred and 00/100 Dollars ($137,500.00) in funds to the
Title Insurer within three (3) days of the expiration of the Due Diligence
Period.


 


(c)       The balance of the
Purchase Price, plus or minus adjustments as provided herein, by wire transfer
of immediately available federal funds to such account as Seller shall direct
at Settlement.


 


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All
sums paid by Buyer in accordance with Subsections 3(a) and 3(b) of this Section
plus interest earned on said sums, shall be referred to as the “Deposit”. The Deposit shall
be held in escrow by the Title Insurer in accordance with the provisions of
this Agreement. The parties hereto direct Title Insurer to place the Deposit in
an interest-bearing account in a federally insured bank or savings and loan association.
At Settlement, the Deposit shall be paid to Seller and credited against the
Purchase Price. If this Agreement is terminated pursuant to Section 8 hereof,
the Deposit shall be applied as provided therein. If Settlement is not
completed hereunder for any other reason whatsoever, the Deposit shall be
returned to Buyer. Buyer’s Federal Taxpayer Identification No. is
                                                  .


 


4.                                     Condition of Title.


 


(a)       Within ten (10) days
after the Effective Date, Buyer shall order a title search from the Title
Insurer, and direct the Title Insurer promptly to deliver to Buyer and Seller,
a preliminary title commitment for an ALTA extended owner’s policy of title
insurance with respect to the Langhorne Property, together with complete and
legible copies of all instruments and documents referred to as exceptions to
title (the “Title Commitment”).


 


Within
thirty (30) days after receipt of the Title Commitment but, in any event, prior
to the expiration of the Due Diligence Period, Buyer shall give Seller notice
of any title exceptions which are reasonably unsatisfactory to Buyer. If any
additional material title exceptions are revealed after the expiration of the
Due Diligence Period, Buyer shall have five (5) days after notice thereof to
object thereto. If, for any reason, Seller is unable or unwilling to take such
actions as may be required to cause such exceptions to be removed from the
Title Commitment, Seller shall give Buyer notice thereof; it being understood
and agreed that the failure of Seller to give such notice within ten (10) days
after Buyer’s notice of objection shall be deemed an election by Seller not to
remedy such matters. If Seller shall be unable or unwilling to remove any title
defects to which Buyer has reasonably objected, Buyer may elect (i) to
terminate this Agreement in which event the Deposit and all interest thereon
shall be returned to Buyer and this Agreement shall be null and void and
neither party shall have any further obligations hereunder, or (ii) to
consummate the transaction contemplated hereby, notwithstanding such title
defect, with a reduction in the Purchase Price, as set forth in Section 4(d),
in which case such defects shall he considered “Permitted Title Exceptions”. Buyer shall make any such
election by written notice to Seller given on or prior to the tenth (10th) business day after
Seller’s notice of its unwillingness to cure such defect. Failure of Buyer to
give such notice shall be deemed an election by Buyer to proceed in accordance with
clause (ii) above.


 


(b)                                 If title to the
Langhorne Property cannot be conveyed to Buyer at Settlement in accordance with
the requirements of this Agreement, then Buyer, as its sole remedy, shall have
the option of either:


 


(i)             Taking such title as
Seller can cause to be conveyed and waiving the unfulfilled condition, with a
reduction in the Purchase Price, as set forth in Section 4(d), whereupon the
parties hereto shall complete the transaction herein contemplated and the
provisions relating to the condition of title shall be deemed waived by Buyer;
or


 


(ii)          Terminating this
Agreement by written notice to Seller and having


 


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the Deposit returned to Buyer whereupon Buyer shall surrender to Seller
Buyer’s copy of this Agreement for cancellation; this Agreement shall become
null and void; and, thereafter, neither party hereto shall have any further
rights, liabilities or obligations hereunder.


 


(c)                                  Seller agrees that so long as this Agreement is
in effect, Seller shall not voluntarily further encumber the Langhorne Property.


 


(d)                                 Notwithstanding anything herein to the
contrary, Seller shall pay or discharge, prior to Settlement, all mortgages and
other monetary encumbrances of a fixed or ascertainable amount. In the event
Seller fails to do so, the Purchase Price shall be reduced in such amount so
that such mortgages or other monetary encumbrances can be satisfied or removed
of record. In the event the parties can not reach agreement on the amount
necessary to discharge such encumbrances which do not have a fixed or
ascertainable amount, Buyer shall have the right to terminate the Agreement no
later than fifteen (15) days after the expiration of the Due Diligence Period
and neither party shall have any further obligations hereunder. If Buyer fails
to terminate this Agreement because the parties have not reached agreement on
the amount necessary to discharge such encumbrances, the parties shall
consummate the transaction contemplated herein, notwithstanding such encumbrances,
without a reduction in the Purchase Price.


 


5.                                     Settlement.


 


The closing of title to the Langhorne Property (“Settlement”) shall
take place on the later to occur of the following: (i) first business day to
occur thirty (30) days after the expiration of the Due Diligence Period, or
(ii) Seller’s occupancy of the Bristol Building (as defined herein), but in no
event later than May 1, 2006 (the “Settlement Date”), with time being of the
essence, at the offices of the Title Insurer or such other place as Buyer and
Seller shall mutually select.


 


6.                                     Provisions With Respect to Settlement.   At
Settlement, the parties shall deliver, or cause to be delivered, each of the
following:


 


(a)                                  Deed.   A special warranty Deed (or
equivalent) for the Langhorne Property duly
executed and acknowledged by Seller in proper recordable form, conveying title
to the Langhorne Property to Buyer subject to the Permitted Title Exceptions.


 


(b)                                 Possession, Lease.   Possession
of the Langhorne Property, subject to the Lease, is to be given by Seller to
Buyer at the completion of Settlement by delivery of the Deed. Concurrently
with the execution and delivery of the Deed, Seller, as tenant, and Buyer, as
landlord, shall execute and deliver a lease agreement covering approximately
140,000 square feet of the Langhorne
Property in the form and on the terms and conditions set forth in Exhibit B,
attached hereto and incorporated herein by reference (the “Lease”) including
but not limited to (i) a two-year initial term with a tenant right to terminate
upon six (6) months prior written notice at any time after March 31, 2007, (ii)
triple net rent of $4.00 per rentable square foot with a twenty-five cent
($0.25) per rentable square foot annual escalation, and (iii) a tenant right to
renew upon six (6) months prior written notice for an additional one-year term
on the same terms and conditions.


 


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(c)                                  FIRPTA Affidavit.   The
Certification required pursuant to the terms of Section 15 below.


 


(d)                                 Settlement Affidavits.   Affidavits
and similar instruments as are reasonably required by the Title Insurer for (i)
the elimination of any standard or printed exceptions in Buyer’s final policy
of title insurance, and (ii) the satisfaction of any Internal Revenue Service
disclosure and reporting requirements, including, but not limited to, Form 1099B.
All such affidavits and similar instruments shall be in form and substance
reasonably satisfactory to Seller, Buyer and the Title Insurer.


 


(e)                                  Settlement Sheet.   A
closing statement to be executed by Seller and Buyer, setting forth the
prorations and adjustments to the Purchase Price as required by this Agreement.


 


(f)                                    Real Estate Reporting Person.   Title
Insurer is designated the “real estate reporting person” for purposes of
Section 6045 of Title 26 of the United States Code and Treasury Regulation
1.6045-4 and any instructions or settlement statement prepared by Title Insurer
shall so provide. Upon the consummation of the transaction contemplated by this
Agreement, Title Insurer shall file Form 1099 information return and send the
statement to Seller as required under the aforementioned statute and
regulation.


 


(g)                                 Resolutions.   Separate resolutions certified
by an officer of Seller and Buyer, respectively, authorizing the appropriate
officers of such party to enter into this Agreement and to carry out the
transactions contemplated hereby in accordance with the terms of this Agreement.


 


(h)                                 Affidavit.   The Affidavit referred to in Section 11
hereof.


 


7.                                     Taxes; Apportionments.


 


(a)                                  All realty transfer taxes hereunder imposed on
the sale of the Langhorne Property shall be
shared equally by Seller and Buyer at Settlement. Buyer shall pay the premium
for any title insurance obtained by Buyer, the cost of any survey obtained by
Buyer and recording fees for recording of the Deed. All other closing and
transaction costs (including, without limitation, sales and use taxes, mortgage
or intangible taxes and similar taxes or charges and recording charges) shall
be paid by Buyer. Seller and Buyer shall, however, be responsible for the fees
of their respective attorneys.


 


(b)                                 Real estate taxes, rents, water and sewer
charges (if any) and all other apportionable charges fairly allocable to the
Langhorne Property shall be prorated as of Settlement on a per diem basis, and
such apportionments shall be made, where applicable, with relation to the
fiscal year or billing period, as applicable, of the levying authority. If the
real estate and/or personal property tax rate and assessments have not been set
by the taxing authorities for the tax year in which Settlement occurs, then the
proration of such taxes shall be based upon the rate and assessments in effect
as of Settlement.


 


(c)                                  Seller reserves the right to protest, or, as applicable,
to continue to protest


 


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any
real estate taxes relating to the period prior to the Settlement Date and to
receive and retain any refunds on account of such real estate taxes.


 


8.                                     Default.


 


(a)                                  If (i) Buyer fails to
complete Settlement in accordance with the terms of this Agreement, or (ii)
Buyer otherwise defaults in the performance of its obligations under this
Agreement and such default is not cured within seven (7) days after written
notice specifying such default is given to Buyer, then in either such event,
Seller may, at its option, terminate this Agreement by written notice to that
effect to Buyer, in which event the Deposit shall be released by the Title
Insurer to Seller who shall retain the Deposit as liquidated and agreed
damages, whereupon Buyer shall surrender to Seller Buyer’s copy of this
Agreement for cancellation, this Agreement shall become null and void and,
thereafter, neither party hereto shall have any further rights, liabilities or
obligations hereunder. Notwithstanding anything to the contrary, the limitation
of liability shall not apply to Buyer’s indemnification obligations under this
Agreement or to any damages (including reasonable attorneys fees, court costs
and other costs of collection) Seller may incur in the event Buyer fails to
authorize the release of the Deposit by Title Insurer to Seller, as required by
this Subsection.


 


(b)                                 If Seller defaults hereunder at or prior to Settlement by failing
to complete Settlement in accordance with the terms of this Agreement, then
Buyer may, as its only options, either (i) seek specific performance of this
Agreement or (ii) terminate this Agreement by written notice to that effect to
Seller, in which event Seller shall pay to Buyer Buyer’s actual out-of-pocket
costs incurred in connection with this transaction as of the date of such
termination not to exceed $50,000.00 in the aggregate (and Buyer shall provide
documentation evidencing such costs to Seller), and not damages relating to
lost profits or lost opportunity, and this Agreement shall be null and void,
the Deposit shall be returned to Buyer, and neither party shall have any rights
or obligations under this Agreement. In no event shall Buyer be entitled to
recover additional money damages against Seller or to compel Seller to spend
any sums of money in excess of those specifically required under this
Agreement.


 


(c)                                  After Settlement, Seller shall not be liable to Buyer in
respect of obligations under this Agreement or any documents delivered at
Settlement or any representations or warranties which survive Settlement for
any amounts in excess of Three Hundred Fifty Thousand Dollars ($350,000.00),
Buyer hereby waiving any and all claims it may have to such recoveries in
excess of the foregoing amount. The foregoing limitations shall apply only to
liabilities admitted by Seller to exist or proven by Buyer to exist through the
final adjudication thereof in an appropriate judicial proceeding.


 


9.                                     Due Diligence; Inspection,
Tests, Surveys, etc.


 


(a)                                  Buyer or its designees
may enter the Langhorne Property at all reasonable times while this Agreement
remains in full force and effect for the purposes of conducting such
inspections, measurements, surveys, engineering studies, environmental assessments,
and other reports as Buyer deems appropriate at Buyer’s sole cost and expense.
Buyer’s right


 


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of inspection pursuant to this Section 9 shall include the right to
enter the Langhorne
Property, but shall not in any way interfere with the conduct of Seller’s
business at the Langhorne Property. No
inspection shall be undertaken without reasonable prior notice to Seller.
Seller or its representatives or contractors shall have the right to be present
at any or all inspections. No inspection shall involve the taking of samples or
other physically invasive procedures without the prior consent of Seller, which
consent shall not be unreasonably withheld, delayed or conditioned. If Buyer
takes, or causes to be taken, any sample from the Langhorne Property in connection with the foregoing,
Buyer shall contemporaneously provide to Seller a portion of such sample being
tested to allow Seller, if it so chooses, to perform its own testing. Buyer
shall promptly deliver to Seller copies of all reports, oral or written,
relating to any testing or other inspection of the Langhorne Property performed by or on behalf of Buyer.
All such action taken by or on behalf of Buyer pursuant to this Section 9 shall
be in accordance with all applicable laws, rules and regulations of the
appropriate governmental authorities having jurisdiction. Buyer shall maintain,
and shall ensure that any representative or contractor that tests or inspects
the Langhorne Property shall maintain, public liability and
property damage insurance insuring Seller against all liability arising out of
any entry or inspection of the Langhorne
Property pursuant to the provisions hereof. Each such insurance policy shall be
in the amount of no less than One Million Dollars ($1,000,000.00) combined
single limit for injury to or death of one or more persons in an occurrence,
and for damage to tangible property (including loss of use) in an occurrence.
The policy maintained, or caused to be maintained, by Buyer shall insure the
contractual liability of Buyer covering the Seller Parties and shall (i) name
Seller as an additional insured party and (ii) contain a provision that the
insurance provided by Buyer thereunder shall be primary and noncontributing
with any other insurance available to Seller. There shall be no exclusion
relating to Pollutants or hazardous substances. Buyer shall provide Seller with
evidence of such insurance coverage prior to any entry or inspection of the Langhorne Property by Buyer or any of its
representatives or contractors. Buyer shall indemnify, defend and hold Seller
harmless of, from and against all claims, costs, expenses, causes of action and
losses of whatsoever kind or nature, including, but limited to, all liability
by reason of injury (including death) to persons and damage to any property and
mechanics’ liens or similar charges which may affect the Langhorne Property, as well as reasonable attorneys fees
and court costs, resulting from the entry onto the Langhorne Property or work conducted thereon by or on
behalf of Buyer as well as all costs, including reasonable attorneys fees, of
enforcing this indemnity. Buyer further agrees that if Settlement is not
completed for any reason, Buyer shall promptly repair any damage to the Langhorne Property caused by said entry and fully
restore the Langhorne Property to the
condition existing prior to said entry.


 


(b)                                 If on or before sixty (60) days after the
Effective Date (the “Due Diligence Period”), Buyer is dissatisfied with the
results of any tests or investigations with respect to the Langhorne Property, f Buyer shall have the right to
terminate this Agreement by giving written notice to Seller on or before the expiration
of the Due Diligence Period. If this Agreement is so terminated, Buyer shall
surrender to Seller Buyer’s copy of this Agreement for cancellation and deliver
to Seller, within five (5) days after the termination date, without charge and
without warranty, copies of all reports, test results, plans and surveys
obtained by Buyer with respect to the Langhorne Property, the Title Insurer shall


 


7





















 


return the Deposit to Buyer, and this Agreement shall become null and
void and, thereafter, neither
party shall have any further rights, obligations or liabilities hereunder. If
Buyer does not so terminate this Agreement, Buyer shall have waived its right
to terminate this Agreement pursuant to this Subsection (b). Buyer shall have
no right after the expiration of the Due Diligence Period to terminate this
Agreement pursuant to this Subsection (b).


 


(c)                                  Anything contained in this Agreement to the
contrary notwithstanding, the indemnification provisions in subsection 9(a)
above shall survive the completion of Settlement or other termination of this
Agreement. The repair/restoration obligation of Buyer set forth in subsection
9(a) above shall survive termination of this Agreement but any claim Seller may
have for repair or restoration shall be deemed waived if not made within ninety
(90) days after such termination.


 


(d)                                 Seller shall cooperate with Buyer with respect
to Buyer’s investigation and shall not act in any manner to hinder, obstruct or
prevent the same. The Seller shall promptly deliver to the Buyer within five
(5) days after the Effective Date copies of the documents set forth in Exhibit
C, attached hereto and made a part hereof. Seller makes no representation or
warranty concerning such documents listed in Exhibit C or the completeness or
accuracy of their work product. If, during the Due Diligence Period, Seller
identifies additional documents pertaining to environmental matters at the
Langhorne Property, Seller shall promptly deliver them to Buyer.


 


10.                               Condition of the Langhorne Property.


 


(a)                                  Except as expressly provided in this Agreement,
Buyer shall take the Langhorne Property in the “AS
IS” and “WHERE IS” condition subject to “ALL FAULTS”
including but not limited to all latent and patent defects and liabilities and
the existence of Pollutants on, in, under or at the Langhorne Property, and to
normal wear and tear between the Effective Date and the date of Settlement.
Buyer for itself and its successors in interest, assigns, lessees and any
person or entity which shall subsequent to Settlement acquire any property
interest or right (equitable, beneficial, direct or otherwise) in or with
respect to all or any portion of the Langhorne Property (collectively, the “Buyer Parties”) specifically and expressly
releases the Seller, its present, prior or subsequent shareholders, affiliates,
direct and ultimate parents and subsidiaries, transferees, lessees, partners
and joint venturers, assignees and the past, present and future officers,
directors, shareholders, employees, representatives and agents of it or any of
them (collectively, the “Seller Parties”) from any statutory, contractual or
common law obligation which they or any of them may have to provide the Buyer
Parties with further information relating to the Langhorne Property and is instead relying on its own review, examination, investigation
and inspection and its own results of soil and groundwater samples of the Langhorne Property. Except as expressly provided in
Section 8 of this Agreement, Buyer does not release Seller from any liabilities
for a default by Seller of its obligations hereunder, for Seller’s fraud, for
liability under the warranty in the Deed or for any misrepresentation of any
matters in Section 35.


 


(b)                                 Unless required by law, Buyer agrees that prior
to Settlement as contemplated by this Agreement, neither it nor its contractors
or representatives will contact any governmental agency or authority or take
any action which may cause any governmental


 


8





















 


agency or authority to commence any investigation of the Langhorne Property or the business conducted by Seller
at the Langhorne Property (hereinafter the “Business”) or
commence any enforcement action with respect to the Langhorne Property, the Business or Seller.


 


(c)                                  Except as otherwise provided for herein, Buyer
acknowledges that it is assuming all risk that adverse physical or
environmental conditions of the Langhorne
Property or environmental liabilities of the Business or Seller, existing,
contingent or potential, may not have been disclosed by Buyer’s review, examination,
inspection and investigation. Except as its right to bring such a claim or
cause of action is specifically, expressly and directly set out in writing and
provided for in this Agreement, the Buyer Parties waive any and all
contractual, statutory, common law and/or other claims or causes of action
presently existing or which may come into being at any time in the future which
they or any of them may otherwise be entitled to assert against the Seller
Parties arising in whole or in part out of or relating in any way to the past,
present or future conditions or liabilities, including, but not limited to,
environmental conditions or liabilities, of the Langhorne Property or the Business, or of Pollutants emanating from the Langhorne Property.


 


(d)                                 The provisions of this Section 10 shall survive
the completion of Settlement.


 


11.                               Settlement Affidavit.   Buyer
shall confirm in an affidavit to be delivered by Buyer at and effective as of
Settlement and in form and substance reasonably satisfactory to Seller and
Buyer (the “Affidavit”) the following.


 


Buyer represents, warrants and covenants that, except as expressly,
directly and specifically set forth in writing in this Agreement, neither
Seller, nor any agent, officer, employee or representative of Seller has made
any representation, warranty or promise whatsoever, express or implied,
regarding the subject matter of this Agreement or any part thereof for any
purpose whatsoever, including, without limitation, representations, warranties
or promises as to the physical nature or the condition of the Langhorne Property and/or the Business, floor
elevations, drainage patterns, zoning, value, use or permitted use, soil and
subsoil composition and compaction levels, title, the existence or
non-existence of Pollutants on, at, in or under the Langhorne Property, the use of the Langhorne Property,
the existence of any boundary report or any warranty of habitability,
merchantability or fitness for a particular purpose and that Buyer, in
executing, delivering and performing its obligations under this Agreement, is
not relying upon any such statement, representation, promise or information by
or to whomever made or given, directly or indirectly, orally or in writing.


 


12.                               Condemnation.


 


(a)                                  In the event of the taking of all or any
material portion or portions of the Langhorne Property by eminent domain proceedings or the commencement of any such
proceeding, at any time prior to the completion of Settlement, Buyer shall have
the right, at Buyer’s sole option, to terminate this Agreement by giving
written notice to Seller within fifteen (15) calendar days after Seller
notifies Buyer of such proceeding. If this Agreement


 


9





















 


is so terminated, Buyer shall surrender to Seller Buyer’s copy of this
Agreement for cancellation, the Deposit shall he returned to Buyer, and this
Agreement shall thereupon become null and void and, thereafter, neither party
hereto shall have any further rights, liabilities or obligations hereunder. If
Buyer does not so terminate this Agreement, the Purchase Price for the
Langhorne Property shall be reduced by the total of any awards or other
proceeds received by Seller with respect to any such taking, or the Purchase
Price for the Langhorne Property shall remain unchanged and at Settlement
Seller shall assign to Buyer all rights of Seller in and to any awards or other
proceeds payable by reason of any such taking.


 


(b)                                 Notwithstanding the foregoing, Seller shall not
settle, compromise or otherwise stipulate to any award or recovery in
connection with any condemnation of the Langhorne Property if such condemnation reduces the value by at least Five
Hundred Thousand Dollars ($500,000) (as reasonably estimated by Seller) and
occurs after the expiration of the Due Diligence Period, without the prior
written approval of Buyer, which approval shall not be unreasonably withheld or
delayed and shall be deemed denied if not given in writing by Buyer within
three (3) business days after Buyer’s receipt of Seller’s request therefor.


 


13.                               Risk of Loss.


 


(a)(i)                       Seller agrees to maintain in effect until the Settlement Date the
insurance policies now in effect on the Langhorne Property.


 


(ii)                                  Buyer shall have the right, at its option, to
insure its equitable interest in the Langhorne Property as of the date of this
Agreement.


 


(b)                                 In the event that the Langhorne Property shall
be damaged or destroyed by fire or other casualty between the date of this
Agreement and the completion of Settlement, such that Buyer is not entitled to
terminate this Agreement as provided for in this Section 13, the obligation of
Buyer to complete Settlement hereunder shall in no way be voided or impaired,
and Buyer shall be required to accept the Langhorne Property in its then
damaged condition without abatement of the Purchase Price, provided, however,
Seller shall assign to Buyer any rights Seller may have in insurance proceeds
payable with respect to such damage or destruction. In the event that the
Langhorne Property shall be damaged or destroyed by fire or other casualty
between the date of this Agreement and the completion of Settlement, such that
the cost to repair the damage or destruction, as reasonably determined by Buyer
and Seller, is in excess of twenty percent (20%) of the Purchase Price, then
Buyer shall have the option, upon written notice given to the Seller within
thirty (30) days from the date of such destruction or damage, to terminate this
Agreement and upon giving of such notice, this Agreement shall be null and
void, the Deposit shall be returned to Buyer, and neither party shall have any
further rights or obligations under this Agreement. If Buyer does not elect to
terminate this Agreement, then Seller shall immediately assign to Buyer any
right Seller may have in insurance proceeds payable with respect to such damage
or destruction. In the event that Buyer’s total costs to restore the Langhorne
Property to its condition prior to such fire or casualty are less than the
actual amount of insurance proceeds received in connection with such damage or
destruction, Buyer shall reimburse such


 


10





















 


difference to Seller upon receipt of the excess proceeds (to the extent
such insurance proceeds are received by the Buyer); provided, however, the
foregoing shall not determine the manner or limit the way the building on the
Langhorne Property is re-constructed as a result of such fire or casualty, so
long as the restoration costs do not exceed the replacement costs.


 


14.                               Assessments.   Seller shall be responsible to
pay for all assessments for any improvements (including, but not limited to
roads, curbs, sewer lines and the like) which serve the Langhorne Property,
provided such assessments are levied against the Langhorne Property prior to
the dale of this Agreement, or levied against the Langhorne Property after the
date of this Agreement by reason of work ordered, commenced or completed prior
to the date of this Agreement; and, if Settlement is completed by Buyer, Buyer
shall be responsible to pay for all assessments levied against the Langhorne
Property after the date of this Agreement by reason of work or improvements
ordered after such date.


 


15.                               Certification Regarding FIRPTA.   Seller
covenants and agrees that Seller shall execute, with acknowledgement before a
notary public, and deliver to Buyer at Settlement a certification in the form
of Exhibit “D” attached hereto and made a part hereof (the “Certification”)
confirming that Seller is not a nonresident alien for purposes of United States
Income Tax.


 


In the event that Seller fails to deliver to Buyer at Settlement the
Certification, then, and in such event, Buyer shall deduct and withhold ten
(10%) percent of the Purchase Price and pay such amount so withheld to the
Internal Revenue Service pursuant to forms supplied by the Internal Revenue
Service pending determination by the Secretary of Seller’s tax liability under
FIRPTA, and Buyer shall have no liability or obligation lo Seller with respect
to such sums so withheld. Seller acknowledges Seller’s obligation to complete
Settlement notwithstanding the deduction and withholding of the aforesaid ten
(10%) percent of the Purchase Price.


 


16.                               Environmental Matters.


 


(a)                                  Buyer acknowledges that Buyer has been or will
have been given sufficient opportunity, pursuant to Section 9 hereof, to
inspect the Langhorne Property and conduct the tests, investigations and
environmental audits it deems necessary, and Buyer acknowledges that Buyer
shall rely solely on its own tests, investigations and audits concerning the
environmental condition of the Langhorne Property and not on any reports or
records provided or to be provided by Seller under this Section. If Buyer
terminates this Agreement, a copy of any environmental audits, tests and/or
non-proprietary reports of the Langhorne Property prepared for or by Buyer or
Buyer’s agent shall be delivered to Seller upon written request to Buyer.


 


(b)                                 Subject to Sub-section (e) below, Buyer, for
itself, and the other Buyer Parties, agrees to assume full responsibility for and
protect, defend, indemnify and hold harmless the Seller Parties from and
against any and all liabilities, obligations, losses, damages (whether direct,
special, compensatory, consequential, equitable, punitive or otherwise),
claims, penalties, fines, interest, judgments, costs, reasonable counsel fees
and direct and indirect expenses of every kind and nature which may be asserted
or levied


 


11





















 


against
the Seller Parties at any time or which they or any of them may suffer, incur,
be put to pay or expend arising out of, resulting from, by reason of or
relating in any way, in whole or in part, to:


 


(i)                                 the breach or the
partial breach or the partial or total falsity of any representation, covenant
or warranty made by Buyer contained in this Agreement or otherwise made by or
on behalf of Buyer, its officers, directors, employees, representatives or
agents;


 


(ii)                              any Pollutant
existing after Settlement at, in, on, under or in the vicinity of in the
Langhorne Property unless caused by the Seller Parties;


 


(iii)                           the transportation
and/or disposal at any time subsequent to Settlement of any soil, sludge,
debris, water or other material from the Langhorne Property or which originated
at, in, on, under, or in the vicinity of the Langhorne Property that contains
any Pollutant;


 


(iv)                          all claims,
conditions, causes of action or circumstances which may lead to liabilities,
whether common law, contractual, statutory, regulatory, administrative,
contingent or otherwise (either as a result of exposure, contamination,
discharge, threatened contamination, sale, injury, manufacture or otherwise)
with respect to Pollutants which existed at the Langhorne Property after
Settlement unless caused by the Seller Parties;


 


(v)                             all costs, including
court costs and reasonable attorneys’ fees, of enforcing the indemnity granted
herein.


 


(c)                                  Subject to Subsection
(e) below, the Buyer Parties agree that should the Seller Parties or any of
them be required to reimburse, indemnify or contribute to any person or entity (other
than directly to the Buyer Parties) with respect to or as a result of any legal
or equitable payment or undertaking or claim arising in whole or in part out of
or relating in any way to the past, present or future condition or liabilities,
including, but not limited to, environmental conditions or liabilities, of the
Langhorne Property or the Business or of Pollutants emanating from the
Langhorne Property, Buyer will take whatever action may be reasonably necessary
to assure that no such reimbursement, indemnity or contribution need be made by
the Seller Parties and will otherwise save the Seller Parties harmless from
having to make such payment. The intent of this provision is to obviate the
necessity and expense of the Seller Parties having to remain a party on the
record in any action commenced against them or any of them by any person or
entity relating in any way to an action arising in whole or in part out of the
past, present or future condition or liabilities, including, but not limited
to, environmental conditions or liabilities, of the Langhorne Property or the
Business or of Pollutants emanating from the Langhorne Property.


 


(d)                                 The obligations of
Buyer set forth in this Section 16 shall survive the completion of Settlement.


 


(e)                                  The foregoing waivers
and releases shall not release Seller from any liability arising out of fraud
or criminal conduct.


 


12





















 


17.                                 Operation of the Langhorne Property.


 


Between the
date hereof and the Settlement Date, Seller shall maintain the Langhorne
Property substantially in accordance with Seller’s current maintenance
practices, subject to reasonable wear and tear and subject to the occurrence of
any damage or destruction to the Langhorne Property by casualty (in which event
the terms of Subsection 13(b) shall govern) or other causes or events beyond
the reasonable control of Seller; provided, however, that in no event shall Seller
be obligated to make any capital repairs or improvements.


 


18.                                          Notices. All notices, statements, demands,
requests, consents, communications and certificates from either party hereto to
the other shall be made in writing and sent (i) by United States registered or
certified mail, return receipt requested, postage prepaid, (ii) by courier
service with guaranteed overnight delivery, or (iii) by telefacsimile confirmed
by hard copy notice given pursuant to clause (ii) above, addressed as follows:


 


(a)  If intended for Seller:


 


Lenox,
Incorporated


100 Lenox
Drive


Lawrenceville,
NJ 08648


Attn: Louis A.
Fantin, Esquire


Facsimile
Number:   (609) 844-1595


 


(b) If intended for Buyer:


 


PREI Wheeler
Way Associates, LP


c/o Preferred
Real Estate Investments, Inc.


1001 E. Hector
Street


Suite 100


Conshohocken,
PA 19428


Attn: Legal
Department


Facsimile
Number: 610-834-7593


 


With a copy
to:


 


Scott S.
Butler, Esquire


Kaplin Stewart
Mcloff Reiter & Stein, P.C.


350 Sentry
Parkway Building 640


Blue Bell, PA
19422-0765


Facsimile
Number: 610-260-1240


 


or such other
addresses or entities as either party hereto may from time to time direct by
service of notice on the other party as provided above. Any such notices,
statements, demands, requests, consents, communications or certificates shall
be deemed received on the date delivered or the date delivery is refused.


 


13





















 


19.                                              No Recording. This Agreement shall not be
filed of record by or on behalf of Buyer in any office or place of public
record and, if Buyer shall fail to comply with the terms hereof by recording or
attempting to record the same, such act shall not operate to bind or cloud the
title to the Langhorne Property. Seller shall, nevertheless, have the right
forthwith to institute appropriate legal proceedings to have the same removed
from record. If Buyer or any agent, broker or counsel acting for Buyer shall
cause or permit this Agreement or a copy thereof to be filed in an office or
place of public record, Seller, at its option, and in addition to Seller’s
other rights and remedies, may treat such act as a default of this Agreement on
the part of Buyer. However, the filing of this Agreement in any suit or other
proceedings in which such document is relevant or material shall not be deemed
to be a violation of this Section.


 


20.                                              Waiver of Tender of Deed and Purchase Monies.
The tender of executed Deeds by Seller and the tender by Buyer of the portion
of the Purchase Price payable at Settlement are hereby mutually waived, but
nothing herein contained shall be construed as a waiver of Seller’s obligation
to deliver the Deeds and/or of the concurrent obligation of Buyer to pay the
Purchase Price payable at Settlement.


 


21.                                              Assignment - Nominee. Buyer shall have the
right without Seller’s consent by notice to Seller prior to Settlement, to
designate an affiliate to take title to the Langhorne Property. Otherwise,
Buyer shall not be permitted to assign this Agreement or any of its rights hereunder,
or to name nominees to take title to the Langhorne Property or any portion or
portions thereof, without the prior written consent of Seller, which consent
shall not be unreasonably withheld, conditioned or delayed.


 


22.                                              Brokerage. Seller and Buyer represent and
warrant that each has not dealt with any broker, agent, finder or other
intermediary in connection with the conveyance of the Langhorne Property or
this Agreement other than Fennelly Associates, Inc. and Preferred Real Estate
Advisors, Inc. (the “Brokers”).


 


Each party
agrees to indemnify, defend and hold the other harmless of, from and against
any damages, costs, claims, losses or liabilities whatsoever (including
reasonable attorney’s fees, expenses and court costs) arising from any breach
by such party of its warranties, representations and agreements set forth in
this Section 22. Seller shall be responsible for the payment of the commission
due Fennelly Associates, Inc. pursuant to a separate agreement. Buyer shall be
responsible for the payment of the commission due Preferred Real Estate
Advisors, Inc. pursuant to a separate agreement.


 


23.                                              Time of the Essence. Time, wherever mentioned
herein, shall be of the essence of this Agreement.


 


24.                                              Binding Effect. This Agreement shall be
binding upon and inure to the benefit of Seller and Buyer and their respective
successors and assigns.


 


14





















 


25.                                              Entire Agreement. This is the entire agreement
between the parties hereto regarding the transaction contemplated hereby and
there are no other terms, covenants, conditions, warranties, representations or
statements, oral or otherwise, of any kind whatsoever. Any agreement hereafter
made shall be ineffective to change, modify, discharge or effect an abandonment
of this Agreement in whole or in part unless such agreement is in writing and
signed by the party against whom enforcement of the change, modification,
discharge or abandonment is sought.


 


26.                                              Headings. The headings incorporated in this
Agreement are for convenience and reference only and are not a part of this
Agreement and do not in any way control, define, limit, or add to the terms and
conditions hereof.


 


27.                                              Governing Law. This Agreement shall be
construed, interpreted and governed by the laws of the Commonwealth of
Pennsylvania.


 


28.                                              Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be an original, and such
counterparts together shall constitute one and the same instrument.


 


29.                                              Limitation of Liability. The liability of each
party under this Agreement shall be limited to and enforceable solely out of
each party’s respective assets. No direct or indirect partner, trustee,
director, officer, employee, beneficiary or shareholder of a party or any of
its direct or indirect partners shall have any liability with respect to the
obligations of such party hereunder.


 


30.                                              Survival of Settlement. Except as provided in
Section 35 herein below,
acceptance by Buyer of the executed Deed at Settlement shall constitute an
acknowledgment and/or waiver by Buyer of full performance by Seller of all of
Seller’s obligations hereunder. Such of Buyer’s obligations hereunder as shall
possibly imply performance or observance after Settlement shall survive
Settlement, notwithstanding any presumption to the contrary. Any indemnity
undertakings by either party hereunder shall also survive Settlement or the
early termination of this Agreement.


 


31.                                              Attorney’s Fees.  In the event of litigation between the parties
with respect to this Agreement or the transactions contemplated hereby, the
prevailing party therein shall be entitled to recover from the losing party
therein its reasonable attorney’s fees and costs of suit.


 


32.                                              Property Information and Confidentiality.


 


(a)                                           Buyer agrees that, prior to the Settlement, Buyer shall use diligent
efforts to keep all “Property Information” (as defined below) confidential, and
that Property Information shall not, without the prior consent of Seller, be
disclosed by Buyer or Buyer’s Representatives (as hereinafter defined), except
as otherwise set forth herein, and that Property Information will not be used
for any purpose other than investigating and evaluating the Langhorne Property.
Moreover, Buyer agrees that, prior to the Settlement, the Property Information
will be transmitted only to Buyer’s Representatives who need to know the
Property Information for the purpose of investigating and evaluating the
Property, and


 


15





















 


who are informed by Buyer of
the confidential nature of the Property Information and who agree in writing to
comply with and be bound by this Section 32 for the benefit of Seller. The
provisions of this Section 32 shall not apply to Property Information which is
a matter of public record.


 


(b)                                          As used in this Agreement, the term
“Property Information” shall mean:


 


(i)                                   All information and documents
relating to the Langhorne Property, the operation thereof or the sale thereof
(including, without limitation, existing leases, services contracts and
licenses) that Seller furnished to, or otherwise made available to, Buyer or
its directors, officers, employees, affiliates, partners, brokers, agents,
title insurers, surveyors or other representatives, including, without
limitation, lenders, attorneys, accountants, contractors, consultants,
engineers and financial advisors (collectively, “Buyer’s Representatives”).


 


(ii)                                All analyses, compilations, data,
studies, reports or other information or documents prepared or obtained by
Buyer or Buyer’s Representatives containing or based in any material part on
any information or documents described in the preceding clause (i).


 


(c)                                           Notwithstanding the foregoing,
nothing contained herein shall be construed so as to prohibit Buyer or Buyer’s
Representatives from making any disclosure required by law or with regard to
any lawsuit, or to any potential investors, tenants, purchasers, lenders or any
other Buyer’s Representatives.


 


33.                                              Joint Undertaking. 
 In addition to the obligations
expressly required to be performed hereunder by Seller and Buyer, each party
agrees to cooperate with the other and to perform such other acts and to
execute, acknowledge and deliver, prior to and after Settlement, such other
instruments, documents and materials as a party may reasonably request and as
shall be necessary in order to effect the consummation of the transactions
contemplated hereby; provided that no such other instrument, document or
material shall either extend or enlarge the obligations of the non-requesting
party beyond the express undertakings of this Agreement or shall require or
could require the non-requesting party to make any payment or expend any funds
which are not expressly provided for herein or which the requesting party shall
not reimburse. This Section shall survive Settlement.


 


34.                                            Waiver of Trial by Jury.   EACH PARTY HEREBY WAIVES, IRREVOCABLY AND
UNCONDITIONALLY, TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY VIRTUE OF
OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN
CONNECTION HEREWITH, THE PROPERTY, OR ANY CLAIMS, DEFENSES, RIGHTS OF SET-OFF
OR OTHER ACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.


 


35.                                              Representations and Warranties of
Seller.


 


To induce Buyer to enter
into this Agreement, Seller represents and warrants to Buyer as follows:


 


16





















 


(a)                                           Status and Authority of Seller.   Seller is duly organized, validly existing
and in good standing under the laws of its state of formation, and has all
requisite power and authority under the laws of such state and its respective
charter documents to enter into and perform its obligations under this
Agreement and to consummate the transactions contemplated hereby. Seller has
duly qualified to transact business in each jurisdiction in which the nature of
the business conducted by it requires such qualification.


 


(b)                                          Action of Seller.   Seller has taken all necessary action to
authorize the execution, delivery and performance of this Agreement, and upon
the execution and delivery of any document to be delivered by Seller on or
prior to Settlement, such document shall constitute the valid and binding
obligation and agreement of Seller, enforceable against Seller in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application
affecting the rights and remedies of creditors.


 


(c)                                           No Violations of Agreements.   Neither the execution, delivery or
performance of this Agreement by Seller, nor compliance with the terms and
provisions hereof, will result in any breach of the terms, conditions or provisions
of, or conflict with or constitute a default under, or result in the creation
of any lien, charge or encumbrance upon the Langhorne Property pursuant to the
terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness
or any other agreement or instrument by which Seller is bound.


 


(d)                                          Litigation.   Seller has received no written notice of and, to
Seller’s actual knowledge as of the date hereof, no action or proceeding is
pending or threatened and no investigation looking toward such an action or
proceeding has begun, which questions the validity of this Agreement or any
action taken or to be taken pursuant hereto or which will result in any change
in the business, operation, affairs or condition of the Langhorne Property,
result in or subject the Langhorne Property to a liability, or involve
condemnation or eminent domain proceedings against any part of the Langhorne
Property. Seller shall cure all violations affecting the Langhorne Property
prior to Settlement, to the extent the same can be cured by the payment of
money.


 


(e)                                           Agreements, Etc.   Seller has not entered into any contract or
agreement with respect to the Langhorne Property which will be binding on Buyer after
Settlement other than contracts and agreements which Buyer has agreed in
writing to assume prior to the expiration of the Due Diligence Period or which
will be terminated by Seller prior to Settlement (Seller shall be responsible
for any and all costs and fees related to such contracts or agreements).


 


(f)                                             Leases.   There are no oral or written leases or rights
of occupancy for any portion of the Langhorne Property, except the Lease as set
forth in Exhibit “B” to be executed by the parties at Settlement.


 


(g)                                          Environmental.   Seller has not installed any
underground storage tanks on the Langhorne Property.


 


17





















 


The term
“Seller’s knowledge” as used in this Agreement means the actual knowledge of
senior corporate officers of Seller without investigation. The foregoing individuals
are the persons with the best knowledge and familiarity with the
representations and warranties above and are the best persons to make such
statements.


 


The
representations and warranties made in this Agreement by Seller shall be
continuing and shall be deemed remade by Seller as of the Settlement Date with
the same force and effect as if made on, and as of, such date. All
representations and warranties made in this Agreement by Seller with respect to
the Langhorne Property shall survive Settlement.


 


Each of the
representations and warranties of Seller contained in this Section: (i) is made
subject to the information disclosed in the due diligence materials delivered
by Seller to Buyer; (ii) is made as of the date hereof, and (iii) shall be true
in all material respects as of the Settlement Date, except and to the extent
any such representation and warranty is rendered inaccurate by any (aa)
information disclosed in the due diligence materials, (bb) litigation,
condemnation proceedings, casualties and events beyond Seller’s reasonable
control that occur or (as applicable) are commenced after the date hereof, or
(cc) other matters permitted in this Agreement or otherwise approved in writing
by Buyer; and (iii) shall survive the Settlement as provided in this Section 35.


 


36.                                              Representations and Warranties of Buyer.


 


To induce Seller to enter in this Agreement,
Buyer represents and warrants to Seller as follows:


 


(a)                                           Status and Authority of Buyer.   Buyer is duly organized, validly existing and
in good standing under the laws of its state of formation, and has all
requisite power and authority under the laws of such state and its respective
charter documents to enter into and perform its obligations under this
Agreement and to consummate the transactions contemplated hereby. Buyer has
duly qualified to transact business in each jurisdiction in which the nature of
the business conducted by it requires such qualification.


 


(b)                                          Action of Buyer.   Buyer has taken all necessary action to
authorize the execution, delivery and performance of this Agreement, and upon
the execution and delivery of any document to be delivered by Buyer on or prior
to Settlement, such document shall constitute the valid and binding obligation
and agreement of Buyer, enforceable against Buyer in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application affecting the
rights and remedies of creditors.


 


(c)                                           No Violations of Agreements.   Neither
the execution, delivery or performance of this Agreement by Buyer, nor
compliance with the terms and provisions hereof, will result in any breach of
the terms, conditions or provisions of, or conflict with or constitute a
default under, or result in the creation of any lien, charge or encumbrance
upon the Langhorne Property pursuant to the terms of any indenture, mortgage,
deed of trust, note, evidence of indebtedness or any other agreement or
instrument by which Buyer is bound.


 


18





















 


(d)                                          Litigation.   Buyer has received no written notice of and,
to Buyer’s actual knowledge as of the date hereof, no action or proceeding is
pending or threatened and no investigation looking toward such an action or
proceeding has begun, which questions the validity of this Agreement or any
action taken or to be taken pursuant hereto or which will result in any
material adverse change in the business, operation, affairs or condition of
Buyer or result in or subject Buyer to a material liability.


 


The term
“Buyer’s knowledge” as used in this Agreement means the actual knowledge of the
senior officers of Buyer without investigation.


 


The
representations and warranties made in this Agreement by Buyer shall be
continuing and shall be deemed remade by Buyer as of the Settlement Date with
the same force and effect as if made on, and as of, such date. All
representations and warranties made in this Agreement by Buyer shall survive
Settlement.


 


37.                                              Contingency.   Contemporaneously with the execution hereof,
Buyer and Seller shall execute a lease agreement (the “Additional Lease”)
covering approximately 125,000 square feet of space in the building located in
Bristol, Pennsylvania commonly known as “Island View Crossing” (the “Bristol Building”),
in the form and on the terms and conditions set forth in Exhibit E, attached hereto and incorporated
herein by reference.


 


38.                                              Counterparts.   This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original hereof, but all
of which, taken together, shall constitute one and the same instrument.


 


[Signatures to
Follow]


 


19





















 





 


20





















 





 


21





















 


Exhibit “A”


 


LEGAL
DESCRIPTION OF PREMISES– LANGHORNE, PENNSYLVANIA


 





















 


EXHIBIT
A


 


900 Wheeler Way


Langhorne, Pennsylvania


 


ALL THAT CERTAIN lot, parcel or piece of land, situate, lying and being
in the Township of Middletown, County of Bucks, Commonwealth of Pennsylvania,
more particularly bounded and described according to a plan prepared by Martin
J. Eustace Jr., P.E., Consulting
Engineer for Cabot 95 Trust title ‘Conveyance Plan, Lot 1-4 Parcel A, Bucks
County Business Park’ dated June 25,
1979 and last revised September 10, 1979 as follows, to wit:


 


BEGINNING at a point on the center line of
Wheeler Way (80 feet wide) said point bears North 15 degrees 37 minutes 31 seconds East 548.39
feet from the intersection of the centerline of Wheeler Way with the title line
in the bed of LR 291 Spur-Maple Avenue and running thence (1) along other lands
now or formerly of Cabot 95 Trust, crossing the Westerly right of way line of
Wheeler Way, a 10 foot wide sanitary sewer easement, running along the center
line of a 40 foot wide drainage easement crossing a 32 foot wide rail siding
easement and finally crossing a 20 foot wide easement or right of way for
installing, constructing and maintaining sign or signs, North 74 degrees 22
minutes 29 seconds West 1020.90 feet to a point on the Easterly right of way
line of LR 281 parallel, thence (2) along the Easterly right of way line of LR
281 parallel and running along the 20 foot wide sign easement, North 05 degrees
37 minutes 11 seconds East 224.38 feet to a point of curvature; thence (3)
still along the same and still along the sign easement along a line curving to
the right, having a radius of 631.78 feet an arc distance of 42.73 feet the
chord bearing North 07 degrees 33 minutes 26 seconds East a distance of 42.72
feet to a point of tangent; thence (4) still along
the said right of way of LR 281 parallel North 14 degrees 24 minutes 41 seconds
West 77.14 feet to a point of curve; thence (5) still along the same along a
line curving to the right having a
radius of 666.78 feet the arc distance of 229.42 feet the chord bearing North
25 degrees 25 minutes 23 seconds East a distance of 228.29 feet to a point of
tangent; thence (6) still along the same South 54 degrees 43 minutes 12 seconds
East 36.00 feet to a point, thence (7) still along the same North 35 degrees 16
minutes 48 seconds East 576.17 feet to
a point; thence (8) along Lot 1-2 now or formerly lands of Bucks County
Industrial Development Authority and running along the centerline of a 40 feet
wide spur track and general utility easement, South 74 degrees 22 minutes 29
seconds East 355.79 feet to a point a corner of lands now or formerly of United
States Postal Services, thence (9) along the aforesaid lands South 15 degrees
37 minutes 31 seconds West 518.57 feet crossing the Southerly side of the 40
feet wide spur track and general utility easement and crossing a 15 foot wide
slope easement and a 30 foot wide access and general utility easement to a
point, thence (10) still along the same and running along the aforementioned
access and general utility easement, South 74 degrees 22 minutes 29 seconds
East 482.15 feet recrossing a 10 feet wide sanitary sewer easement and the
Westerly right of way line of Wheeler Way, to a point on the centerline of
Wheeler Way, thence (11) along the said centerline of Wheeler Way along lands
now or late of Guilford Glazer, South 15 degrees 37 minutes 31 seconds West 566.93
feet to the point and place of beginning.


 


CONTAINING 19.2250
acres of land, more or less.


 


BEING LOT 1-4 as
shown on the above mentioned Plan.


 


ALSO KNOWN AS
BUCKS COUNTY UNIFORM PARCEL IDENTIFIER:


TAX PARCEL #
22-21-66.


 





















 


Exhibit “B”


 


LEASE


 





















 


LEASE


 


THIS Lease is made and
entered into this
                         ,
2006, (“Commencement Date”) by and between PREI WHEELER WAY ASSOCIATES, LP, a
Pennsylvania limited partnership with its principal office located at 1001 E.
Hector Street, Suite 100, Conshohocken, PA 19428 (“Landlord”), and LENOX,
INCORPORATED, a New Jersey corporation (“Tenant”), as follows:


 


1.                                        Premises.                            Subject to the terms and conditions
set forth in this Lease, Landlord leases to Tenant, and Tenant leases from
Landlord, a portion of Landlord’s property located at 900 Wheeler Way,
Langhorne, Pennsylvania 19047 (the “Property”) consisting of the area of
approximately                    square feet [SUBJECT TO REVIEW AND FINAL DETERMINATION BY BOTH
PARTIES], as shown on the plat attached as Exhibit A hereto (the “Leased
Premises”), together with permitted access at all reasonable times to and the
non-exclusive use of the parking lot and the common areas in and around the
Property. Landlord shall have the right to alter the common areas so long as
said changes do not negatively affect Tenant’s parking, signage, ingress/egress
and car/foot traffic.


 


2.                                        Term.


 


(a)                                Initial Term.   The initial term of this Lease
(“Initial Term”) shall begin on the Commencement Date and end on the date which
is (i) the day immediately preceding the second anniversary of the Commencement
Date, if the Commencement Date is the first day of a calendar month, or (ii)
the last day of the calendar month in which the second (2nd) anniversary of the
Commencement Date occurs, if the Commencement Date is any day other than the
first day of a calendar month, unless earlier terminated or renewed in
accordance with this Lease.


 


(b)                               Renewals.   Tenant shall have the option to
extend the term of this Lease upon the same terms, covenants and conditions
contained in this Lease for an additional one-year term (“Renewal Term”).


 


(c)                                  Exercise of
Renewal.   Tenant must exercise the renewal option provided for in Section 2(b),
if at all, by written notice to Landlord delivered at least six (6) months
prior to the expiration date of the then Initial Term; provided, however, that
in order to avoid any forfeiture or inadvertent lapse of any right to extend or
renew as aforesaid, if Tenant shall not have given notice of such election to Landlord
by such date in respect of the Renewal Term and shall not have given Landlord
prior written notice of intention not to extend or renew as aforesaid, then
Tenant’s right to exercise such option shall nevertheless continue, as shall
its tenancy hereunder (under the same terms and conditions as theretofore in
effect and notwithstanding that the Initial Term shall have expired), until the
date which is ten (10) business days after Landlord shall have given notice to
Tenant that Tenant has failed to give its notice of such election, and Tenant’s
time to give notice of such election shall continue until the expiration of
such ten (10) business day period after the giving of such notice from
Landlord. Upon the giving of notice of renewal and extension in accordance with
the foregoing provisions of this


 


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Section, the Term shall thereupon be renewed
and extended for the Renewal Term in accordance with such notice without
further act by Landlord or Tenant, the same as if such notice had been timely
given hereunder.


 


(d)                                           Optional Termination.   Provided that Tenant is not in material
default in the performance of any of its obligations hereunder on the date that
Tenant delivers the Early Termination Notice (as defined herein) and on the
Early Termination Date (as defined herein), Tenant may terminate this Lease at
any time after March 31, 2007 by giving Landlord written notice of termination
(the “Early Termination Notice”) at least six (6) months prior to the
termination date (the foregoing date of termination is referred to as the
“Early Termination Date”). Notwithstanding anything to the contrary contained
herein, in the event Tenant exercises its renewal option pursuant to Section
2(c), Tenant shall be deemed to have waived its right to terminate this Lease
pursuant to this Section 2(d) and such termination option shall automatically
become null and void.


 


3.                                         Rent.


 


(a)                                  Base Rent.   “Base Rent” means
the amount of $4.00 per square foot per year (i.e., $560,000.00 based on
140,000 square feet) for the first lease year, $4.25 per square foot per year
for the second lease year and $4.50 per square foot per year for the Renewal
Term, if any.


 


(b)                               Payment.   Base Rent will be
payable in advance in equal monthly installments of one-twelfth of the annual
Base Rent, without demand, not later than the first day of each and every month.


 


(c)                                  Property Taxes.   As additional
rent, Tenant shall pay its pro rata share (         %) [TO BE DETERMINED UPON FINAL SQUARE FOOTAGE
FIGURE SET FORTH IN SECTION  1] of the real
property taxes payable during the term of this Lease with respect to the
Property. Tenant’s pro rata share of real property taxes shall be paid by
Tenant in equal monthly installments in advance along with the payments of Base
Rent in such amounts as are reasonably estimated and billed by Landlord based
upon the total real property taxes due for the fiscal year of the applicable
taxing authority. Landlord may revise its estimate and may adjust such monthly
payment at the end of any calendar month. After Landlord has received the tax
bills for each year, Landlord will notify Tenant of the amount of real estate
taxes on which Tenant’s pro rata share is based, and the amount of Tenant’s pro
rata share. If the aforesaid monthly payments on account of Tenant’s pro rata
share for a given year or partial year are greater than Tenant’s share of the
taxes payable for a given year or partial year, Tenant shall receive a
credit from Landlord for the excess against installments of Tenant’s pro rata
share next becoming due to Landlord (in the event of a credit to the Tenant
upon termination of the Lease, Tenant shall receive the credit in the form of a
refund check payable to the Tenant), and if said payments are less than Tenant’s
share, Tenant shall forthwith pay Landlord the difference.


 


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4.                                    Use.


 


(a)                               Use by Tenant.   Tenant will use the Leased Premises primarily
for distribution/warehousing, retail and offices and all incidental purposes
related thereto, and for no other purposes whatsoever. Tenant, its employees,
invitees and licensees shall observe all laws (including without limitation
applicable health, safety and environmental laws) applicable to the use and
occupancy of the Leased Premises.


 


(b)                              Signs.   Tenant may place signs directing customers to
its Leased Premises and maintain all signage that currently exists at the
Property, so long as Tenant obtains Landlord’s prior written consent to the
size, location and design of any new signs, which consent shall not be
unreasonably withheld, conditioned or delayed.


 


Any sign must
comply with all zoning and other applicable governmental ordinances and laws.
Upon termination of this Lease, Tenant shall remove all such signs and shall
repair all damage occasioned hereby, which obligation shall survive the
expiration or earlier termination of this Lease.


 


(c)                               Parking.   Tenant will have full use of the
parking lot at the Property.


 


(d)                              Loading Dock and Trash Dumpsters/Compactors.   Tenant will have full and exclusive use of
the loading docks at the Property. Tenant shall also have the right to locate
its trash dumpsters/compactors in the loading dock area or in such other area(s)
as mutually agreed upon by the parties.


 


5.                                          Utility Expenses.


 


All utility
expenses for the Leased Premises shall be borne by Tenant. Landlord will
arrange for and pay the cost of installation of meters to measure utilities
used by Tenant in the Leased Premises. If any such separate meter is not
installed by the Commencement Date, Landlord and Tenant will agree upon a
reasonable allocation of the affected service between the Leased Premises and
the remainder of the Property.


 


6.                                         Maintenance.


 


(a)                               Landlord’s
Responsibilities.   Landlord shall maintain in good order,
condition, and state of repair all exterior and structural portions (including,
but not limited to, the roof, exterior walls, interior load bearing walls,
floors and foundation) and all mechanical systems (plumbing, heating and
ventilation, air conditioning and electrical) at the Property (including the
Leased Premises), and all parking areas, drives, sidewalks and landscaping.
Landlord will be responsible for snow removal. Tenant shall reimburse Landlord
for its pro rata share (      %) [TO BE DETERMINED UPON FINAL SQUARE FOOTAGE
FIGURE SET FORTH IN SECTION
1] of such reasonable sums (the
“Operating Expenses”) which Landlord expends (and which are not reimbursed by
Landlord’s insurer or other third party) in effecting its repairs and
maintenance hereunder, provided, however, the cost of any item which,


 


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by standard accounting practice, should be capitalized, will not be
included in Operating Expenses. Notwithstanding the foregoing, in lieu of
capital expenses for repairs or replacements to the Property (including without
limitation any upgrades for the purpose of reducing Operating Expenses or for
the purpose of complying with applicable laws, codes and regulations), there
shall be included within Operating Expenses for each calendar year, from and
after the expenditure in question, the annual amortization of such expenditure
over the useful life of the item(s) in question, as reasonably determined by
Landlord and including an interest factor equal to the Prime Rate of interest
as published from time to time in The Wall Street Journal plus two
percent (2%). Notwithstanding the foregoing, the term “Operating Expenses”
shall not include expenses of constructing tenant improvements for any tenant
in the Property.


 


(i)                                          Tenant’s pro rata share of Operating
Expenses shall be paid by Tenant in equal monthly installments in advance along
with the payments of Base Rent in such amounts as are reasonably estimated and
billed by Landlord based upon the total Operating Expenses due for the current
calendar year. Landlord may revise its estimate and may adjust such monthly
payment at the end of any calendar month. After Landlord has received the final
statement for the Operating Expenses for the previous calendar year, Landlord
will notify Tenant of the amount of Operating Expenses on which Tenant’s pro
rata share is based, and the amount of Tenant’s pro rata share. If the
aforesaid monthly payments on account of Tenant’s pro rata share for a given
year or partial year are greater than Tenant’s share of the Operating Expenses
payable for a given year or partial year, Tenant shall receive a credit from
Landlord for the excess against installments of Tenant’s pro rata share next
becoming due to Landlord (in the event of a credit to the Tenant upon
termination of the Lease, Tenant shall receive the credit in the form of a
refund check payable to the Tenant), and if said payments are less than
Tenant’s share, Tenant shall forthwith pay Landlord the difference.


 


(ii)                                    In determining Operating Expenses for
any year, the following adjustments shall be made:


 


(a)                                     if less than ninety-five percent
(95%) of the Property rentable area shall have been occupied by tenants at any
time during such year, Operating Expenses shall be deemed for such year to be
an amount equal to the like expenses which Landlord reasonably determines would
normally be incurred had such occupancy been ninety-five percent (95%)
throughout such year (subject, however, to the understanding that in no event
shall such determination by Landlord result in Tenant’s pro rata share of such
Operating Expenses exceeding the actual cost to Landlord of providing the
services which were included in Operating Expenses for the period in question);


 


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(b)                                    if any tenant of the Property
supplies itself with a service at any time during such year that Landlord would
ordinarily supply without separately charging therefor, then Operating Expenses
shall be deemed to include the cost that Landlord would have incurred had
Landlord supplied such service to such tenant (subject, however, to the
understanding that in no event shall such determination by Landlord result in
Tenant’s pro rata share of such Operating Expenses exceeding the actual cost to
Landlord of providing the services which were included in Operating Expenses
for the period in question);


 


(c)                                     if any Operating Expenses incurred
for the Property consist of shared costs and expenses with one or more other
buildings or properties, whether pursuant to a reciprocal easement agreement,
cost sharing agreement, common area agreement, or otherwise, the shared costs
and expenses shall be equitably allocated by Landlord between the Property and
such other buildings or properties.


 


(b)                                        Tenant’s
Responsibilities.   Tenant shall, at Tenant’s sole expense,
maintain, repair and replace the non-structural interior portion of the Leased
Premises in good order, condition and repair. Tenant shall also be responsible
for the cost of any repairs or replacements made necessary by the negligent or
intentional acts of Tenant, its employees, licensees or invitees. Tenant shall
be responsible for lightbulb replacement, regular cleaning services for the
Leased Premises, and trash removal from the Leased Premises.


 


5





















 


7.                                         Alterations.


 


(a)                                       By Tenant.   Tenant shall make no alterations, additions,
or improvements to the Leased Premises without obtaining Landlord’s prior
written consent, which shall not be unreasonably withheld, conditioned or
delayed, except for interior, nonstructural alterations of a decorative nature
that do not exceed more than Two Dollars ($2.00) per rentable square foot of
the Leased Premises in the aggregate. As a condition to performing such alterations,
whether or not requiring Landlord’s consent, Landlord may require Tenant to
provide Landlord with all plans and specifications for the proposed alterations
and with all agreements with proposed contractors and subcontractors. Upon
completion of any alterations requiring Landlord’s consent hereunder, Tenant
shall pay to Landlord an amount equal to the lesser of (i) five percent (5%) of
the total cost of such alterations, or (ii) Landlord’s construction manager’s
fee in reviewing and inspecting such alterations (such construction manager’s
rate is $100.00 per hour), to reimburse Landlord for review of all plans and
specifications and final inspection of the work. All such alterations,
additions, and improvements shall be at Tenant’s sole expense and shall be
performed by qualified contractors and subcontractors (Tenant shall submit the
names of such contractors and subcontractors to Landlord prior to performing
any alterations or additions). Tenant shall indemnify Landlord against the
imposition of mechanics’ or materialmen’s liens resulting from work performed
by Tenant’s contractors. All improvements, additions, and alterations to the
Leased Premises (except trade fixtures) shall become the property of Landlord
and shall be surrendered up to Landlord upon the expiration of this Lease
unless otherwise agreed by Landlord and Tenant. Landlord acknowledges that all
conveyors, trade fixtures and warehousing equipment and racking are the
property of Tenant.


 


Prior to
Tenant performing any alterations to the Leased Premises in excess of
$20,000.00 for which a lien could be filed against the Leased Premises or the
Property, Tenant shall have its contractor execute and file in the appropriate
public office a Waiver of Mechanics’ Lien, in statutory form and provide
Landlord with an original copy thereof.


 


(b)                                     By
Landlord.  Landlord
may erect such alterations, additions, or improvements to the Property as
Landlord in its sole discretion deems reasonably necessary or appropriate for
the proper maintenance or operation of the Property. In so doing, Landlord and
its contractors shall not interfere unreasonably with Tenant’s use and
occupancy of the Leased Premises. Landlord shall repair any damages caused by
its activities hereunder, and no such alterations, additions or improvements
shall permanently or unreasonably alter or affect the visibility of or access
to the Leased Premises or diminish the size or usable square feet of the Leased
Premises.


 


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8.                                        Indemnity, Insurance.


 


(a)                                      Indemnity by Tenant. Except as otherwise
provided in subsection (e), Tenant shall defend, indemnify and hold Landlord
harmless from and against any and all loss, damage, liability, or expense,
including reasonable attorneys’ fees, resulting from any injury to or death of
any person in the Leased Premises, or any loss of or damage to any property in
the Leased Premises caused by, arising out of, or related to any reason
whatsoever, unless such loss, injury or damage is the result of the negligence
or willful misconduct of Landlord, its agents or employees.


 


(b)                                    Indemnity by Landlord. Except as otherwise
provided in subsection (e), Landlord shall defend, indemnify and hold Tenant
harmless (or shall cause a third-party tenant in the Property to defend,
indemnify and hold Tenant harmless) from and against any and all loss, damage,
liability, or expense, including reasonable attorneys’ fees and the costs of
any deductible maintained by Tenant under its public liability insurance
policy, resulting from any injury to or death of any person in or about any
portion of the Property within the exclusive control of Landlord or third-party
tenant, or any loss of or damage to any property in or about any portion of the
Property within the exclusive control of Landlord or third-party tenant, caused
by, arising out of, or related to any reason whatsoever, except to the extent
that such loss, injury or damage was caused by the negligence of Tenant, its
agents or employees.


 


Except as
otherwise provided in subsection (e), Landlord shall defend, indemnify and hold
Tenant harmless from and against any and all loss, damage, liability, or
expense, including reasonable attorneys’ fees and the costs of any deductible
maintained by Tenant under its public liability insurance policy, resulting
from any injury to or death of any person in or about any portion of the common
areas of the Property or any loss or damage to any property in or about any
portion of the common areas of the Property (to the extent any such loss,
damage or liability is covered by Landlord’s insurance, including any
deductibles for which Landlord elects to self insure); provided, however, to
the extent that such loss, injury or damage in the common areas of the Property
was caused by the negligence of Landlord, its agents or employees, the
foregoing cap set forth above shall not apply.


 


Landlord shall
not, however, be liable for and the foregoing indemnification shall not extend
to, any damage or injury caused by the negligence of Tenant, its agents or
employees, unless Landlord is required by this Lease to insure against damage
or injury.


 


(c)                                      Public Liability Insurance. Each party shall
maintain, at its sole expense, public liability insurance with a combined
single limit of not less than $2,000,000, insuring against injury to or death
of any person or loss of or damage to any property, and specifically endorsed
to cover the contractual liability for which it is responsible as set forth in
subsection (a) or (b), as applicable. Each party shall provide the other with a
certificate of insurance evidencing its compliance with this subsection and
providing that the other party will be given written notice by the insurer at
least 30 days prior to any termination or amendment of the insurance. All of
Tenant’s liability insurance policies shall name Landlord, the Property manager
and at Landlord’s request any mortgagee of all or any portion of the Property
as additional insureds.


 


7





















 


(d)                                  Fire Insurance. Landlord shall maintain fire
and extended coverage insurance against the Property equal in amount to the
full replacement value (exclusive of fixtures and personal property owned or
affixed to the Property by Tenant).


 


(e)                                    Waiver of Subrogation. Landlord and Tenant
each release and relieve the other, and on behalf of their insurers waive their
entire right of recovery against the other, for loss or damage arising out of
or incident to the casualties covered by the insurance required to be
maintained by this Lease, regardless of whether loss or damage arises out of
the negligence of the party released, its agents, invitees, employees, or
otherwise. Both Landlord and Tenant shall require that their respective
insurance policies contain a waiver of subrogation clause or endorsement.


 


9.                                             Damage or Destruction.


 


(a)                                     Leased Premises. If the Leased Premises are
damaged by casualty to such an extent as to render them partially or wholly
untenantable, Landlord shall proceed promptly to repair and restore the Leased
Premises in a good and workmanlike manner, but in no event shall Landlord be
obligated to expend in its repair or restoration of the Leased Premises more
than the proceeds of insurance actually received by Landlord as a result of the
casualty. During the period of repairs, Tenant’s obligation to pay rent shall
be abated in proportion to the portion of the Leased Premises rendered
untenantable by the casualty.


 


(b)                                  Extensive Damage. If damage to the Leased Premises resulting from a
casualty cannot, in the reasonable estimation of Landlord, be restored to
Tenant’s use within 180 days of the occurrence of the casualty, then either
party may elect to terminate this Lease by delivery of written notice to that
effect to the other party.


 


10.                                      Assignment and Subletting.


 


(a)                                  By Tenant.  Except as set forth in this subsection, Tenant
shall not assign, sublet or otherwise transfer its rights in the Leased
Premises or this Lease without first obtaining the prior written consent of
Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed. Notwithstanding anything to the contrary, Tenant may, without
Landlord’s prior consent, assign, sublet, or otherwise transfer its rights in
the Leased Premises or this Lease in connection with a sale or transfer of all
or substantially all assets of Tenant, or in connection with a corporate
reorganization of Tenant or Tenant’s operations, whether effected by sale of
stock, merger, consolidation, spin off, exchange or otherwise. In the case of
any transfer of this Lease, whether or not Landlord’s consent is required,
Tenant shall remain liable for all obligations under the Lease.


 


(b)                                  By Landlord.   Landlord may, without Tenant’s prior consent,
assign, transfer, mortgage, or otherwise encumber all or any portion of
Landlord’s interest in the Leased Premises. In connection with such a
transaction, Tenant shall provide within ten business days of


 


8





















 


receiving a
written request from Landlord a statement in writing certifying to any third party
the following:


 


(1)                                  That this Lease is unmodified and is in full force and effect, or, to
the extent that this Lease is modified, a statement specifically describing the
modifications;


 


(2)                                  That to the best of Tenant’s knowledge, Landlord is not in default
under this Lease, or if Landlord is in default, a specific description of the
nature and extent of the default;


 


(3)                                  The amount, if any, of any prepayment of rent or other prepayments made
by Tenant hereunder; and


 


(4)                                  An agreement to notify the third party to whom the certificate is
directed of any matters for which that third party reasonably requires
notification from Tenant.


 


Tenant’s
rights in the Leased Premises under this Lease shall be subordinate to the
rights of any mortgagee or purchaser of the Property, whether that mortgagee or
purchaser’s rights are prior or subsequent in time to those of Tenant. In the
event there is a mortgage encumbering the Property, Landlord agrees to use
reasonable efforts to obtain such mortgagee’s standard form of nondisturbance
agreement for the benefit of Tenant.


 


11.                                      Surrender. Upon the termination of this Lease
for whatever reason, Tenant shall surrender the Leased Premises to Landlord in
good condition and repair (including, without limitation, all additions and
alterations constructed on the Leased Premises), reasonable wear and tear and
casualty not attributable to Tenant’s act or omission excepted. If the Leased
Premises are damaged at the time of surrender due to an act or omission of
Tenant, Tenant’s responsibility for that damage shall be limited to that
portion of the repair or restoration not paid by casualty insurance maintained
by Landlord. In removing its fixtures and personal property from the Leased
Premises, Tenant shall repair any damage to the Leased Premises resulting from
that removal. If Tenant fails to remove any of such property or to adequately
repair damage caused by the removal, Landlord may at Landlord’s option remove
the property or repair the damage, in which event the cost of removal or repair
shall be due and payable by Tenant to Landlord upon demand. Should Tenant
continue to occupy the Leased Premises after the expiration of the Term,
including any renewal thereof, such tenancy shall (without limitation of any of
Landlord’s rights or remedies therefor) be one at sufferance at a minimum
monthly rental equal to one hundred fifty percent (150%) of the rent payable
for the last full month of the Term. No holdover by Tenant or payment by Tenant
after the expiration or earlier termination of this Lease shall be construed to
extend the Term or prevent Landlord from immediate recovery of the Leased
Premises by summary proceedings or otherwise. In the event that Landlord is
unable to deliver possession of the Leased Premises to a new tenant or to
perform improvements for a new tenant as a result of any holdover by Tenant
after receipt of Landlord’s notice to vacate, Tenant shall be


 


9





















 


liable to Landlord for all
damages, including, without limitation, consequential damages, that Landlord
suffers as a result of Tenant’s holdover.


 


12.                                    Default.


 


(a)                                   Events of Default.   The following shall constitute an Event of
Default under this Lease:


 


(1)                             Tenant’s failure to pay any sum due
under this Lease within ten days after receiving written notice from the
Landlord of nonpayment (provided, however, that Landlord shall not be required
to provide written notice to Tenant more than two times during any twelve month
period);


 


(2)                             a party’s
failure to cure any event of noncompliance with this Lease within 30 days after
receiving written notice from the other party specifying the event of
non-compliance (or such longer period as is reasonably required to correct any
such default, provided such party promptly commences and diligently commences
to effectuate a cure).


 


(3)                             Tenant sublets the Leased Premises or assigns this Lease in any
circumstance where such sublease or assignment shall violate the provisions of
Section 10 hereof; or


 


(4)                             Tenant fails to maintain the insurance required pursuant to Section 8
hereof and such failure continues for more than five (5) days after written notice thereof from Landlord;


 


(b)                               Landlord’s Rights.   Upon the occurrence of any Event
of Default, Landlord shall have the right, at its sole option, (i) to terminate
this Lease, and notwithstanding such termination, to exercise such other rights
and remedies as are provided by law or in equity, or (ii) without terminating
the Lease, to enter upon the Leased Premises and remove Tenant’s personal
property therefrom and to relet all or any portion thereof for any term, at
such rent and upon such conditions as may be determined by Landlord in its sole
discretion. Landlord shall have the obligation to mitigate damages by reletting
the Leased Premises (provided, however, in no event shall Landlord be required
to (i) lease the Leased Premises over other available space in the Property,
(ii) accept a below-market rental rate for the Leased Premises, (iii) accept
any tenant whose creditworthiness is unsatisfactory to Landlord, in its sole
discretion, reasonably exercised, or (iv) accept any tenant whose business is
not compatible with the other tenants of the Property, as determined by
Landlord in its sole discretion, reasonably exercised) and Tenant shall be
liable to Landlord for the difference between the sums received by Landlord as
a result of such reletting and the amounts due from Tenant under this Lease,
together with all costs and expenses (including reasonable attorney’s fees)
incurred by Landlord in connection with such reletting. The


 


10





















 


rights, options, elections, powers, and
remedies contained in this Lease and those at law and equity shall be construed
as cumulative and no one of them shall be exclusive of any of the others. The
exercise by Landlord or Tenant of any one right or remedy shall not impair any
other right or remedy until all obligations upon the part of the other party
shall have been fully performed.


 


If Base Rent,
additional rent or any other sum due from Tenant to Landlord shall be overdue
for more than ten (10) days after written notice from Landlord to Tenant
(provided, however, that Landlord shall not be required to provide written
notice to Tenant more than two times during any twelve month period), it shall
thereafter bear interest at the rate of ten percent (10%) per annum until paid.


 


AFTER AN EVENT OF DEFAULT OR THE EXPIRATION OF THE TERM, FOR THE SOLE AND EXPRESS
PURPOSE OF OBTAINING POSSESSION OF THE LEASED PREMISES, TENANT HEREBY
AUTHORIZES AND EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD
IN THE COMMONWEALTH OF PENNSYLVANIA, AS ATTORNEY FOR TENANT AND ALL PERSONS CLAIMING UNDER OR THROUGH
TENANT, TO APPEAR FOR AND CONFESS
JUDGMENT AGAINST TENANT FOR
POSSESSION OF THE LEASED PREMISES, AND AGAINST ALL PERSONS CLAIMING UNDER OR
THROUGH TENANT, IN FAVOR OF
LANDLORD, FOR RECOVERY BY LANDLORD OF POSSESSION THEREOF, FOR WHICH THIS
AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT;
AND THEREUPON A WRIT OF POSSESSION MAY IMMEDIATELY ISSUE FOR POSSESSION OF THE
LEASED PREMISES, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT
ANY STAY OF EXECUTION. IF FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED
THE SAME SHALL BE TERMINATED AND
THE POSSESSION OF THE LEASED PREMISES REMAINS IN OR IS RESTORED TO
TENANT, LANDLORD SHALL HAVE THE RIGHT
UPON ANY SUBSEQUENT DEFAULT TO CONFESS JUDGMENT IN ONE OR MORE FURTHER ACTIONS IN THE MANNER AND FORM SET FORTH ABOVE TO RECOVER POSSESSION
OF SAID LEASED PREMISES FOR SUCH SUBSEQUENT DEFAULT. NO SUCH TERMINATION OF
THIS LEASE, NOR TAKING, NOR
RECOVERING POSSESSION OF THE LEASED PREMISES SHALL DEPRIVE LANDLORD OF ANY
REMEDIES OR ACTION AGAINST TENANT
FOR RENT OR FOR DAMAGES DUE OR TO BECOME DUE FOR THE BREACH OF ANY CONDITION OR
COVENANT HEREIN CONTAINED, NOR SHALL THE BRINGING OF ANY SUCH ACTION FOR RENT,
OR BREACH OF COVENANT OR
CONDITION NOR THE RESORT TO ANY OTHER REMEDY HEREIN PROVIDED FOR THE RECOVERY
OF RENT OR DAMAGES FOR SUCH BREACH BE CONSTRUED AS A WAIVER OF THE RIGHT TO
INSIST UPON THE FORFEITURE AND TO OBTAIN POSSESSION IN THE MANNER HEREIN PROVIDED.


 


11





















 


(c)                                   Tenant’s Rights. If Landlord is in default
hereunder, Tenant, after 30 days notice that Tenant intends to cure such
default, or without notice if in Tenant’s reasonable judgment an emergency
exists, shall have the right, but not the obligation, to cure such default, and
to recover from Landlord the reasonable costs incurred by Tenant which were
necessary to cure such default (the “Cure Costs”). Tenant shall provide
Landlord with all back-up information reasonably requested by Landlord with
respect to the Cure Costs. If Landlord fails to pay the Cure Costs within
thirty (30) days after Tenant’s written request for payment (and receipt of the
back-up documentation), Tenant may deduct any amounts which are not the subject
of a bona-fide, good faith dispute by landlord against the next installment(s)
of Base Rent payable by Tenant hereunder; provided, however, that in no event
shall the amount setoff by Tenant in any calendar month exceed fifteen percent
(15%) of the rent payable by Tenant for such calendar month.


 


(d)                                    Nonwaiver.  Either party’s failure to give notice of any
event of non-compliance with any provision of this Lease to the other party, or
either party’s failure to avail itself of any right or remedy available to it
upon the occurrence of any Event of Default shall not constitute a waiver of
the right to exercise any or all of its rights or remedies upon the subsequent
occurrence of a similar or different Event of Default. No waiver of either
party’s rights or remedies hereunder shall be effective unless set forth in a
writing signed by such party, and then only to the extent set forth therein.


 


13.                                     Quiet Enjoyment. Landlord covenants that upon
the payment of rent and the observance and performance of all the terms,
covenants, and conditions of this Lease on Tenant’s part to be observed and
performed, Tenant may peaceably and quietly enjoy the Leased Premises, subject,
nevertheless, to the terms and conditions of this Lease and all restrictions of
record.


 


No
interruption of the services referred to in this Lease shall ever be deemed an
eviction or disturbance of Tenant’s use and possession of the Leased Premises
or any part thereof or render Landlord liable to Tenant for damages, permit
Tenant to abate rent or otherwise relieve Tenant from performance of Tenant’s
obligations under this Lease. Notwithstanding the foregoing, if any “Essential
Service” (as hereinafter defined) which Landlord is required to provide to the
Leased Premises pursuant to the terms of this Lease is interrupted due to the
negligence of Landlord, its agents or employees (a “Service Interruption”) and such
Service Interruption causes Tenant to be unable to reasonably use all or a
material portion of the Leased Premises (the “Affected Space”) for a period of
three (3) or more days after written notice thereof from Tenant to Landlord
(the “Interruption Notice”), then, the Base Rent shall abate in the proportion
that the rentable square footage of the Affected Space bears to the rentable
square footage of the Leased Premises, which abatement shall commence on the
fourth (4th) day following Landlord’s
receipt of the Interruption Notice and expire the date that the Service
Interruption is remedied. Notwithstanding the foregoing, in no event shall
Tenant be entitled to abatement or any other remedy if the interruption of any
Essential Service is caused by the negligence of Tenant, its agents or
employees. Except as may be otherwise provided for in Section 9 herein, in the
event of any Service Interruption pursuant to which Tenant shall exercise its
right to abate Base Rent in accordance with the foregoing provisions of this
Section, it is


 


12





















 


understood and
agreed that Tenant shall not be entitled to pursue any other rights against
Landlord (including, without limitation, any right to terminate this Lease or
to claim an actual or constructive eviction or to bring an action for money
damages) unless such Service Interruption shall have continued for fifteen (15)
or more days. For purposes of this Section, an “Essential Service” shall mean
the service provided by the HVAC systems, plumbing and waste disposal systems
and electrical systems (to the extent supplied by Landlord). Nothing contained
herein shall expand or limit Tenant’s right to abatement in the case of a fire
or other casualty or condemnation as provided in the “Damage or Destruction”
section of this Lease.


 


14.                                         Notice.  All notices, claims, demands and other
communications hereunder will be in writing and will be either delivered
personally, mailed (by registered or certified mail, return receipt requested
and postage prepaid), sent by reputable overnight courier service for next
business day delivery, or sent by facsimile transmission, as follows:


 


if to Tenant:                                                                            Chief Executive Officer


Lenox Group
Inc.


Island View Crossing


1414 Radcliffe
Street


Bristol, Pennsylvania
19007


 


with a copy
to:                                                                 Louis A. Fantin


Senior Vice
President, Secretary and General Counsel


Lenox Group
Inc.


Island View
Crossing


1414 Radcliffe
Street


Bristol,
Pennsylvania 19007


 


if to
Landlord:                                                                     PREI Wheeler Way Associates, LP


1001 E. Hector
Street


Suite 100


Conshohockcn,
PA 19428


Attn: Legal
Department


Facsimile
Number: 610-834-7593


 


with a copy
to:                                                                Scott C. Butler, Esquire


Kaplin Stewart
Meloff Reiter & Stein, P.C.


350 Sentry
Parkway Building 640


Blue Bell, PA
19422-0765


Facsimile
Number: 610-260-1240


 


or to such other address as the party to whom
notice is to be given may have furnished to the other party in writing in
accordance herewith. Any such communication shall be deemed to be received on
the date delivered or the date delivery is refused.


 


13





















 


15.                                     Estoppel. Tenant shall from time to time,
within five (5) business days after request by Landlord, execute, acknowledge
and deliver to Landlord a statement certifying that this Lease is unmodified and
in full force and effect (or that the same is in full force and effect as
modified, listing any instruments or modifications), the dates to which rent
and other charges have been paid, and whether or not, to the best of Tenant’s
knowledge, Landlord is in default or whether Tenant has any claims or demands
against Landlord (and, if so, the default, claim and/or demand shall be
specified), and such other information reasonably requested by Landlord.


 


16.                             Landlord’s Liability.  Notwithstanding anything to the contrary
contained in this Lease, it is expressly understood and agreed by Tenant that
none of Landlord’s covenants, undertakings or agreements are made or intended
as personal covenants, undertakings or agreements by Landlord or its partners,
shareholders or trustees, or any of their respective partners, shareholders or
trustees, and any liability for damage or breach or nonperformance by Landlord,
its agents or employees or for the negligence of Landlord, its agents or
employees, shall be collectible only out of Landlord’s interest in the Property
and no personal liability is assumed by, nor at any time may be asserted
against, Landlord or its partners, shareholders or trustees or any of its or
their partners, shareholders, trustees, officers, agents, employees, legal
representatives, successors or assigns, if any; all such liability, if any,
being expressly waived and released by Tenant. Notwithstanding anything to the
contrary contained in this Lease, in no event shall Landlord be liable to
Tenant for any consequential damages, lost profits, loss of business or other
similar damages, regardless of whether the same arises out of the negligence of
Landlord, its agents or employees.


 


17.                                 As-Is Lease.   Tenant has inspected the Leased Premises, is
familiar with the condition thereof, and accepts the Leased Premises in its “AS
IS” condition, without any representation or warranty by Landlord, express or
implied. Tenant expressly acknowledges that Landlord shall have no obligation
to perform any improvements to the Leased Premises to prepare the Leased
Premises for Tenant’s occupancy.


 


18.                                Landlord’s Right to Cure. Landlord may (but
shall not be obligated), on thirty (30) days notice to Tenant (except that no
notice need be given (i) in case of emergency, or (ii) in the event a default
by Tenant causes a default under any other agreement to which Landlord is a
party) cure on behalf of Tenant any default hereunder by Tenant, and the cost
of such cure (including any attorney’s fees incurred) shall be deemed rent
payable upon demand.


 


19.                                   Miscellaneous.


 


(a)                                      Time of Essence. Time is of the essence with
respect to the performance of all of the obligations of Landlord and Tenant
contained in this Lease.


 


(b)                                     Benefit. This Lease shall be binding upon and
inure to the benefit of the parties, and their respective permitted successors
and assigns.


 


(c)                                      Complete Agreement. This Lease contains all of
the covenants and agreements between the parties relating to Tenant’s use and
occupancy of the Leased Premises


 


14





















 


and the Property from the Commencement Date.
No prior agreement or understanding pertaining to the same shall be valid or of
any force and effect. This Lease may not be altered, changed, modified, or
added to except in a writing signed by the party sought to be charged.


 


(d)                                     Applicable Law. This Lease shall be governed
in accordance with the laws of the Commonwealth of Pennsylvania.


 


(e)                                      Fees. If there is any litigation proceeding
between the parties related to this Lease, the prevailing party will be
entitled to recover all reasonable costs and expenses (including, without
limitation, reasonable attorneys’, accountants’ and other professional fees and
expenses).


 


20.                                    Financial Statements. Upon the request of any
mortgagee, prospective mortgagee or prospective purchaser of the Property,
Tenant shall provide to Landlord unaudited copies of Tenant’s latest annual
financial statements (prepared in accordance with generally accepted accounting
principles), certified by an officer of Tenant to be true.


 


21.                                    Force Majeure. If Landlord or Tenant is
delayed or prevented from performing any of their respective obligations under
this Lease due to strikes, acts of God, shortages of labor or materials, war,
civil disturbances or other causes beyond the reasonable control of the
performing party (“Force Majeure”), the period of such delay or prevention
shall be deemed added to the time herein provided for the performance of any
such obligation by the performing party. Notwithstanding the foregoing, events
of Force Majeure shall not extend any period of time for the payment of Base
Rent, additional rent or other sums payable by either party or any period of
time for the written exercise of an option or right by either party.


 


22.                                    Reservation of Landlord’s Rights.
Notwithstanding anything to the contrary contained herein, Landlord explicitly
reserves the following rights (subject, however, to the applicable limitations
and conditions thereon as are expressly set forth in this Lease, and provided
that Landlord agrees to use commercially reasonable efforts not to materially
interfere with Tenant’s business operations in the Leased Premises, which shall
be deemed to include, but not limited to, performing any work hereunder outside
normal business hours provided Tenant allows Landlord to access the Leased
Premises during such times):


 


(a)                                      to temporarily close doors, entrance ways, corridors or any other
public areas of the Property in connection with Landlord’s performance of its
express obligations under this Lease to decorate or to make required repairs,
or permitted alterations, additions or improvements, whether structural or
otherwise, in and about the Property and the common areas, or temporarily
suspend services or the use of facilities in connection with any such work, so
long as there shall be no interruption, other than to a de minimus extent, of
Tenant’s access to the Leased Premises;


 


(b)                                     to regulate delivery of supplies and the usage of the loading docks,
(subject, however, to the understanding that such right of Landlord hereunder
shall not extend or


 


15





















 


apply to, or
otherwise affect or limit, Tenant’s right to the use of the loading dock as
provided for herein);


 


(c)                                      to enter the Leased Premises at reasonable times during Tenant’s usual
business hours when Tenant’s management personnel are present, upon prior
written notice to Tenant (Landlord shall provide at least three (3) days prior
written notice if Tenant is forced to relocate individuals in the Leased
Premises due to Landlord exercising its rights hereunder), to inspect the
Leased Premises and to make repairs to the Leased Premises or other portions of
the Property as Landlord shall be required or shall have the right to make pursuant
to the express provisions of this Lease;


 


(d)                                     to erect, use and maintain pipes, ducts, wiring and conduits, and
appurtenances thereto, in and through the Leased Premises in reasonable
locations, provided that Landlord shall use reasonable efforts to avoid
material interference to the conduct of Tenant’s business operations therein;


 


(e)                                      to utilize the roofs, telephone, electrical and janitorial closets,
equipment rooms, building risers and similar areas that are used by Landlord
for the provision of Property services; and


 


(f)                                        to show the Leased Premises, at reasonable times during Tenant’s usual
business hours when Tenant’s management personnel are present, upon prior
written notice to Tenant, to prospective mortgagees and purchasers and, during
the six (6) months prior to expiration of the Term, to prospective tenants.


 


23.                                  Environmental. Both parties shall conduct, and
cause to be conducted, all operations and activity at the Property in
compliance with, and shall in all other respects applicable to the Property
comply with, all applicable present and future federal, state, municipal and
other governmental statutes, ordinances, regulations, orders, directives and
other requirements, and all present and future requirements of common law,
concerning the environment (hereinafter collectively called “Environmental
Statutes”). Tenant hereby agrees to indemnify and to hold harmless Landlord,
its agents and employees, of, from and against any and all expense, loss or
liability suffered by Landlord by reason of Tenant’s breach of any of the
provisions of this Section, including, but not limited to, (i) any and all
expenses that Landlord, its agents and employees may incur in complying with
any Environmental Statutes, (ii) any and all fines or penalties assessed, or
threatened to be assessed, upon Landlord, its agents and employees by reason of
a failure of Tenant to comply with any obligations, covenants or conditions set
forth in this Section, and (iii) any and all legal fees and costs incurred by
Landlord, its agents and employees in connection with any of the foregoing.
Landlord hereby agrees to indemnify and to hold harmless Tenant, its agents and
employees, of, from and against any and all expense, loss or liability suffered
by Tenant by reason of Landlord’s breach of any of the provisions of this
Section, including, but not limited to, (i) any and all expenses that Tenant,
its agents and employees may incur in complying with any Environmental
Statutes, (ii) any and all fines or penalties assessed, or threatened to be
assessed, upon Tenant, its agents and employees by reason of a failure of
Landlord to comply with any obligations, covenants or conditions set forth in
this


 


16





















 


Section, and
(iii) any and all legal fees and costs incurred by Tenant, its agents and
employees in connection with any of the foregoing. The parties’ covenants,
obligations and liabilities under this Section shall survive the expiration or
earlier termination of this Lease.


 


IN TESTIMONY WHEREOF,
WITNESS the signatures of the parties hereto as of the day and year first above
written.


 


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  PREI WHEELER WAY ASSOCIATES, LP, a

  	
  LENOX, INCORPORATED

  
	
  Pennsylvania limited partnership

  	
   

  
	
   

  	
   

  
	
  By:

  	
  PREI Wheeler Way, Inc., a Pennsylvania

  	
   

  
	
  corporation, its general partner

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment:  Exhibit A –
  Description of Leased Premises

  	
   

  



 


17





















 


Exhibit A


 


Description of Leased
Premises


 





















 


Exhibit C


 


ENVIRONMENTAL
RELATED DOCUMENTS


 


	
  1.

  	
   

  	
  Letter from Gary W. Berman dated August 27,
  1992

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Escrow Agreement effective January 2, 1992

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  SHV Realty Company Underground Storage Tank
  Removal and Post-Excavation Sampling Report dated September 11, 1991

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Letter from Pennsylvania Department of
  Environmental Resources dated April 10, 1992

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Letter from Pennsylvania Department of
  Environmental Resources dated July 17, 1992 (550 gallon diesel underground
  storage tank)

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Letter from Pennsylvania Department of
  Environmental Resources dated July 17, 1992 (storage tank program)

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Transmittal Closure Report from Earth
  Sciences Consultants, Inc. dated February 10, 1992

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Summary of Groundwater Sampling from Earth
  Sciences Consultants, Inc. dated April 14, 1992

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Letter and preclosure analytical data from
  Earth Sciences Consultants, Inc. dated March 31, 1992

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Phase II Environmental Site Investigation from ATEC dated September
  16, 1991

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Phase I Environmental Liability Assessment
  from McLaren/Hart Environmental Engineering Corporation dated June 26, 1991

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Final Report, Level 1 Environmental Site
  Evaluation from Dames & Moore dated December 14, 1988

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Facility Asbestos
  Inspection Report - March 2004

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Asbestos Inspection
  Form (3-15-04 & 3-16-04)

  
	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Acer Associates,
  LLC Report – March 14, 2005

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Asbestos Waste
  Shipment Record – 4/7/05

  



 





















 


Exhibit “D”


 


CERTIFICATION


 


Section 1445
of the Internal Revenue code provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign person. To inform
Buyer (“Buyer”) that withholding of tax is not required upon the disposition of
U.S. real property interests by Lenox, Incorporated (“Seller”), the undersigned
hereby certifies the following on behalf of Seller:


 


1.                                              Seller is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations). Seller’s U.S. employer identification number
is 21-0498476.


 


2.                                               Seller’s office address is 100 Lenox Drive, Lawrenceville, New Jersey
08648. Seller understands that this Certification may be disclosed to the
Internal Revenue Service by Buyer and that any false statement contained herein
could be punished by fine, imprisonment, or both.


 


Under
penalties of perjury I declare that I have examined this Certification and to
the best of my knowledge and belief it is true, correct and complete, and I
further declare that I have the authority to sign this document on behalf of
Seller.


 


 


	
   

  	
   

  	
  LENOX, INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sworn to and subscribed before me

  	
   

  	
   

  
	
  this       
  day of                 
  , 2005.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Notary
  Public

  	
   

  	
   

  	
   

  	
   

  
	
  My Commission
  Expires: