Four Year Lease Agreement (2004)Full Document 

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                           FOUR YEAR LEASE AGREEMENT

    THIS LEASE AGREEMENT ("Lease") is made and entered into as of this 3rd day
of June, 2004 by and between 110 Richards Avenue, LLC having a place of business
c/o JOAN A. SCHORSCH, 551 East 86th Street, New York, New York 10028,
hereinafter referred to as "Landlord," and TRANS-LUX CORPORATION, having an
office at 110 Richards Avenue, Norwalk, CT 06854, hereinafter referred to as

                             W I T N E S S E T H :

    Tenant has this day conveyed to Landlord the land ("Land") and the building
("Building") and other improvements on the Land collectively, the "Property",
having the address 110 Richards Avenue, Norwalk, CT pursuant to an Agreement of
Purchase and Sale (the "Agreement") dated as of April 6th, 2004 and Landlord has
agreed in the Agreement that Tenant may remain in occupancy as tenant of the
Property on the terms and conditions hereinafter set forth.

    NOW, THEREFORE in consideration of the foregoing and other good and valuable
consideration each in hand paid to the other, Landlord and Tenant hereby
covenant and agree as follows:


    1.01 Landlord leases to Tenant and Tenant leases from Landord, the entire
Land as more particularly described in Exhibit A and the Building and other
improvements now or hereafter located thereon (all of the foregoing hereinafter
referred to as the "Property" the "Retained Area or the "demised premises")
subject to those matters ("Permitted Encumbrances") set forth on Exhibit B
attached hereto and part hereof.


    2.01 Term:  The Term ("Term") of this Lease will commence on the date
hereof, ("Commencement Date") and, shall expire on the day which immediately
precedes the fourth (4th) annual anniversary of the Commencement Date
("Expiration Date") unless sooner terminated under the provisions of this Lease.
The Term "Lease Year" means a twelve (12) month period beginning on the
Commencement Date or the annual anniversary thereof, and ending on the day prior
to the annual anniversary of the Commencement Date.

    2.02.  Rent (a) Tenant shall pay to Landlord without deduction or offset, or
notice or demand, except as otherwise expressly provided for herein, rent for
the demised premises in lawful currency of the United States of America at the
office of Landlord, as designated from time to time in writing by Landlord.
Such rent shall consist of "Base Rent" and "Additional Rent" (as such terms are
hereinafter defined).  Base Rent shall be paid to Landlord by Tenant in advance
in monthly installments on the first day of the calendar month for which Base
Rent is due except that the monthly installment for the first month or partial
month of the Term shall be paid by Tenant upon execution of this Lease.
Additional Rental shall be payable in accordance with Paragraph 2.03 hereof.
All payments required to be made by Tenant hereunder including, without
limitation, Base Rent, Additional Rent, Real Estate Taxes and Operating Costs
are sometimes hereinafter collectively referred to as "Rent".

    (b) The Base Rent payable hereunder shall be at the annual rate of Four
Hundred Ninety Five Thousand ($495,000) Dollars or Forty One Thousand Two
Hundred Fifty ($41,250.00) Dollars a month and one payment (estimated at $95,000
to be finalized at or before Closing based on the interest rate in the Purchase
Money Note) due on May 15 of each Lease Year during the Term.

    (c) Net Rent Except as specifically provided otherwise in this Lease, the
Base Rent shall be absolutely net to Landlord and shall be paid free of any
charges, assessments, impositions or deductions of any kind and without
abatement or set-off:  that is, except as otherwise expressly provided in this
Lease, all costs, expenses and obligations of every kind related to the demised
premises, whether known or unknown, foreseen or unforeseen including but not
limited to, maintenance, repairs, reconstruction, taxes (except income taxes,
franchise taxes, estate taxes, inheritance taxes or other taxes on income or
wealth generally, to the extent hereinafter provided), general and special
assessments, insurance, impositions or charges imposed and all utilities shall
be paid by and at the sole cost and expense of Tenant.  Notwithstanding the
foregoing, in the event Landlord, as Maker and Mortgagor under the Purchase
Money Note and Purchase Money Mortgage Deed given by Landlord as part of the
consideration for the purchase of the Property from Tenant, shall not make the
annual payment of interest due thereunder for fifteen (15) days after the date
when due, provided Tenant is not then in default hereunder, Tenant may offset
such unpaid interest against the Base Rent hereunder or in the case of default
in such interest payment with respect to the payment due on May 31, 2008 Tenant
may apply the unpaid interest amount against the Base Rent under the Three Year
Lease.  Under no circumstances or conditions shall Landlord be expected or
required to make any payment of any kind or be under any other obligation or
liability under this Lease, except as otherwise expressly provided in this
Lease.  Tenant shall indemnify Landlord and hold the Landlord harmless from and
against all of the foregoing costs, expenses and obligations.

    (d) Real Estate Taxes.  In amplification but not in limitation of the
foregoing, Tenant covenants and agrees to pay during the Term, as additional
rent, without set-off or deduction, all of the items included within "Real
Estate Taxes", as hereinafter defined for each and every such fiscal year or
portion thereof thereafter during the Term.  "Real Estate Taxes" shall be
defined as including the following items:  (a) real estate taxes, including any
late fees, penalties and interest for late payment thereof, (b) assessments
(including, without limitation, assessments for public improvements or benefits
whether or not commenced or completed during the Term), (c) water charges and/or
sewer rents, which may be assessed, levied, confirmed or imposed on or in
respect of, or be a lien upon, the Land and/or Building thereon of which the
demised premises are a part, and (d) any tax assessment levied, assessed or
imposed against such Land and/or Building or the rents or profits therefrom to
the extent that the same shall be in lieu of all or any portion of any item
hereinabove set forth.  If, by virtue of any application or proceeding brought
by or in behalf of Landlord, there shall be a reduction of the assessed
valuation of the Land and/or Building containing the demised premises for any
fiscal year which affects the Real Estate Taxes, or part thereof, for which
additional rent has been paid by Tenant pursuant to this Article, such
additional rent payment shall be recomputed on the basis of any such reduction
less any expenses, including but not limited to, reasonable attorney's fees and
disbursements, and fees and disbursements of experts, incurred by Landlord in
connection with said application or proceeding and Landlord will credit against
the next accruing installments of rent due under this Lease or promptly

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