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INDENTURE OF LEASE

Indenture Agreement

INDENTURE OF LEASE | Document Parties: SKILLSOFT PUBLIC LIMITED CO | Tamposi Limited Partnership You are currently viewing:
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SKILLSOFT PUBLIC LIMITED CO | Tamposi Limited Partnership

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Title: INDENTURE OF LEASE
Governing Law: New Hampshire     Date: 4/13/2006
Industry: Computer Services    

INDENTURE OF LEASE, Parties: skillsoft public limited co , tamposi limited partnership
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                                                                   Exhibit 10.15


                                      LEASE

         THIS INDENTURE OF LEASE dated as of the "25th of May, 2001, by and
between 1987 Tamposi Limited Partnership, a New Hampshire limited partnership
with a place of business at 20 Trafalgar Square, Suite 602, Nashua, New
Hampshire 03063 (hereinafter called "Lessor") and Skillsoft Corporation having
an office and place of business at 20 Industrial Park Drive, Nashua, New
Hampshire 03062 (hereinafter called "Lessee").

         WITNESSETH that, in consideration of the mutual covenants and
agreements herein contained, the Lessor has demised and leased, and by these
presents does demise and lease, to the Lessee, for the rental, for the term and
upon the other conditions hereinafter set forth, that parcel of land, together
with the buildings and improvements thereon, known as 109 Northeastern
Boulevard, situated on Lot 58, Sheet 10, in Nashua, Hillsborough County, New
Hampshire, more particularly bounded and described as follows:

         BEGINNING at an iron pin in the easterly sideline of Northeastern
Boulevard as shown on said Plan; thence North 54 degrees 46' 00" East, along Lot
#17 and #17C as shown on said Plan, a distance of 300.00 feet, more or less, to
an iron pipe; thence North 35 degrees 14' 00" West, along Lot #16 as shown on
said Plan a distance of 300.00 feet, more or less, to an iron pipe; thence South
54 degrees 46' 00" West, along said Lot # 16, a distance of 300.00 feet, more or
less, to a point in the easterly sideline of Northeastern Boulevard; thence
South 35 degrees 14' 00" East, along the easterly sideline of said Northeastern
Boulevard, a distance of 300.00 feet, more or less, to the place of beginning.

         CONTAINING 2.1 acres, more or less, with a building containing 25,400
square feet. The Leased Premises are shown on Exhibit A outlined in red and
incorporated herein and made a part hereof.

         TOGETHER with all the rights and easements thereunder belonging and
appertaining.

         TO HAVE AND TO HOLD the premises hereby leased as above described
(hereinafter called the "Leased Premises") to the Lessee, its successors and
assigns, to and for the purpose for its and their proper use and benefit.

         Section 1 - TERM. The Term of this Lease shall be a period of five (5)
years, beginning on June 15, 2001, and ending on June 14, 2006.

         SECTION 2 - RENT. For the first, second and third years of the Lease
term, the Lessee shall pay to the Lessor as base rent the sum of One Hundred
Twenty One Thousand Nine Hundred Twenty Dollars and 00/100 ($121,920.00) per
year payable in equal monthly installments of Ten Thousand One Hundred Sixty
Dollars and 00/ 100 ($10,160.00), the first such installment to be due and
payable on June 15, 2001, and a like installment to be due on the fifteenth day
of each succeeding month for the balance of the first three (3) years of the
term hereof. For the fourth and fifth years of the Lease term, the Lessee shall
pay to the Lessor as base rent the sum on One Hundred Twenty Eight Thousand Two
Hundred Seventy Dollars and 00/100 ($128,270.00) per year payable in equal
monthly installments of Ten Thousand Six Hundred Eighty Nine Dollars and 17/100
($10,689.17), the first such installment to be due and payable on June 15, 2004,
and a like installment to be due on the fifteenth day of each succeeding month
for the balance of the term hereof.

         SECTION 3 - QUIET ENJOYMENT. The Lessor shall put the Lessee in
possession of the Leased Premises at the beginning of the term hereof, and the
Lessee, upon paying the rent and observing the other covenants and conditions
herein upon to be observed, shall peaceably and quietly hold and enjoy the
Leased Premises.

          SECTION 4 - REPAIRS BY LESSOR. The Lessor's responsibility for
maintenance or repair of the Leased Premises is limited to responsibility for
repair or replacement necessitated by defective design or construction of the
building of which the Leased Premises are a part. The Lessee represents that it
has examined the Leased Premises and found them to be in satisfactory condition
and the Lessee accordingly accepts the Leased Premises in "as is" condition.


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          SECTION 5 - REPAIRS BY LESSEE. (a) The Lessee shall, at its cost and
expense, maintain the Leased Premises and all mechanical and non-mechanical
installations therein and the exterior (including the roof) of that portion
which houses the Leased Premises of the building of which the Leased Premises
are a part, in good condition and repair, and at the expiration of this Lease or
earlier termination hereof for any cause herein provided for shall deliver up
the Leased Premises to the Lessor in the same condition and state of repair as
at the beginning of the term hereof, reasonable wear and tear, taking by eminent
domain and damage insurable under the standard New Hampshire fire insurance
policy with extended coverage excepted.

         (b) The Lessee shall make normal repairs to and perform normal
maintenance to the Leased Premises as needed, including, without limitation, the
replacement of broken glass, interior repainting, the repair of floors, the
keeping of windows and doors water tight and the maintenance in good operating
condition of all plumbing, electrical, heating, sprinkling and other utility
systems, it being understood that the Lessee may make any further repairs and
replacements which the Lessee may desire although neither party shall be under
obligation to do so.

         (c) The Lessee shall be responsible for replacement of windows,
overhead doors and parking lot resurfacing, together with other repairs and
replacements, utilizing, as a guideline, the Criterium-Turner Engineers report
entitled, "Property Condition Assessment, 107-109 Northeastern Boulevard,
Nashua, New Hampshire, prepared for Skillsoft Corporation, 20 Industrial Park
Drive, Nashua, New Hampshire, dated April 16, 2001". (see Appendix B). In the
event Tenant converts existing warehouse portion of building to office space,
Tenant shall not be responsible for the replacement of overhead doors and
other loading dock repairs referenced in the CTE report; however, if Tenant does
not convert warehouse area to office space, Tenant shall be responsible for
replacement of overhead doors and the other loading dock repairs. The specific
repair item referenced within the aforementioned report relating to the
replacement of rooftop air conditioning for the warehouse area shall be
repaired/replaced by Lessee only as required by Lessee's use (see Appendix B).

         (d) The Lessee shall keep in good repair and free from obstructions or
encumbrances all surfaced roadways, walks, loading, unloading and parking areas
which are part of or which serve the Leased Premises; shall keep clear of dirt,
snow and ice all such roadways, walks and areas; shall remove snow and ice from
roof of the building on the Leased Premises when necessary; and shall keep the
exterior of the Leased Premises clean and neat, including cutting and proper
care of lawns and shrubbery.

         (e) The Lessee shall at its expense make any alterations or changes in
the Leased Premises which may be necessary to meet the regulations and standards
promulgated and established under the Occupational Safety and Health Act of
1970.

         (f) During the term of this lease, the Lessee shall be responsible for
any repairs or alterations to the leased premises deemed necessary by local,
state or federal officials, in order to meet compliance with any changes in
local, state or federal regulations during the term of this lease.

         (g) During the term of this lease, in the event of a claim brought
under the Americans with Disabilities Act, Lessee shall be responsible for
ensuring satisfaction therewith.

         In the event Lessee shall fail to perform its obligations hereunder (a
through f above) after ten (10) days telephone notice by Lessor, or in the event
of an emergency after an attempt by Lessor to give telephone notice to Lessee,
the Lessor may, at its option, perform the same and charge the Lessee the
reasonable expense of said obligation.

         SECTION 6 - IMPROVEMENTS BY LESSEE. The Lessee may make such
alterations, additions or improvements to the Leased Premises as it shall deem
necessary or desirable, provided (a) that no such alteration, addition or
improvement shall be made which would affect or change the structural character
of the Leased Premises without first obtaining the written consent and approval
of the Lessor before any work thereon shall be commenced and (b) the Lessee
shall not, in any event, commit, suffer or permit waste upon the Leased
Premises. Lessee shall be responsible for obtaining all necessary local, state
and federal government permits as may be necessary.

         SECTION 7 - REMOVAL OF IMPROVEMENTS. At the expiration of this Lease,
or at its earlier termination for any cause herein provided for, at the time of
consent by Lessor of Lessee's proposed improvements, Lessor will notify Lessee
what improvements are to be removed at the expiration or earlier termination of
the Lease. The Lessee shall remove any alterations, additions and improvements
to the Leased Premises, as provided above, made by it during the term hereof,
and shall restore the Leased Premises to their condition as at the beginning of
the term hereof, reasonable wear and tear, taking by eminent domain and damage
insurable under the standard New Hampshire fire


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<PAGE>
insurance policy with extended coverage excepted. If the Lessee shall not
exercise its option of removal, and if the Lessor shall not give such written
direction to the Lessee, all such alterations, additions and improvements shall
become and remain the property of the Lessor. If the Lessee shall fail to remove
the alterations, additions and improvements, which are required hereunder to be
removed, then the reasonable cost of removal of such alterations, additions and
improvements, if necessary, shall be the responsibility and obligation of the
Lessee.

         SECTION 8 - MACHINERY AND EQUIPMENT - TRADE FIXTURES. The Lessee agrees
that all machinery and equipment, and appurtenances thereto, installed in the
Leased Premises by it or by any employee, agent or subcontractor of the Lessee,
or by any subtenant of the Lessee, which cannot be removed from the Leased
Premises shall be and become part of the realty and shall be and become the
property of the Lessor and shall not be removed from the Leased Premises without
the written consent of the Lessor. The Lessor agrees that (a) all machinery and
equipment, and appurtenances thereto, installed in the Leased Premises by the
Lessee, or by any employee, agent or subcontractor of the Lessee, or by any
subtenant of the Lessee, which may be removed from the Leased Premises without
permanent and substantial damage to the Leased Premises and (b) all furniture,
furnishings and movable trade fixtures installed in the Leased Premises shall be
deemed to remain personal property and that all such machinery, equipment,
appurtenances, furniture, furnishings and movable trade fixtures of the Lessee
or of any employee, agent or subcontractor or subtenant of the Lessee, may be
removed prior to the expiration of this Lease or its earlier termination for any
cause herein provided for; but the Lessee shall repair any damage occasioned by
such removal and shall restore the facilities on the Leased Premises to their
condition as at the beginning of the term hereof, reasonable wear and tear,
taking by eminent domain, and damage insurable under the standard New Hampshire
fire insurance policy with extended coverage excepted. Any such property which
may be removed pursuant to the preceding sentence and which is not so removed
prior to the expiration or earlier termination of this Lease may be removed from
the Leased Premises by the Lessor and stored for the account of the Lessee; and
if the Lessee shall fail to reclaim such property within sixty (60) days
following such expiration or earlier termination of this Lease such property
shall be deemed to have been abandoned by the Lessee, and may be appropriated,
sold, destroyed or otherwise disposed of by the Lessor without notice to the
Lessee and without obligation to account therefor. The Lessee shall pay to the
Lessor a reasonable cost incurred by the Lessor in removing, storing, selling,
destroying or otherwise disposing of any such property.

         SECTION 9 - UTILITIES. The Lessee shall provide and shall pay when due
all charges for water, gas, electricity, sewerage, heat, power and any other
services supplied to it at the Leased Premises.

         SECTION 10 - USE OF PREMISES. (a) In its use of the Leased Premises,
the Lessee shall comply with all statutes, ordinances and regulations applicable
to the use thereof, including, without limiting the generality of the foregoing,
the Zoning Ordinances of the City of Nashua, New Hampshire, the Resource
Conservation and Recovery Act of 1976, and the Hazardous Waste Management
Program of the State of New Hampshire (R.S.A. 147:48 et seq).

         (b) The Lessee shall not injure or deface the Leased Premises nor
occupy or use, or permit or suffer the Leased Premises or any part thereof to be
occupied or used, for any unlawful or illegal business, use or purpose, nor for
any business, use or purpose which is disreputable or extra hazardous, nor in
such manner as to constitute a nuisance of any kind nor for any purpose nor in
any manner which would increase the premiums for fire insurance with extended
coverage for the Leased Premises. The Lessee shall, immediately upon discovery
of any such unlawful, illegal, disreputable or extra-hazardous use, take all
necessary steps, legal and equitable, to compel the discontinuance of such use
and to oust and remove any sublessee, occupants or other persons guilty of such
unlawful, illegal, disreputable or extra-hazardous use.

         (c) The Lessee shall procure any licenses or permits required by any
use of the Leased Premises by the Lessee.

         (d) The Lessee shall indemnify and save the Lessor harmless from and
against any and all claims, demands, liabilities, costs and expenses, including
reasonable counsel fees, asserted by third parties and arising out of or by
reason of any breach or violation by the Lessee of the provisions of this
Section.

         SECTION 11- ASSIGNMENT - SUBLEASE. The Lessee shall not, without the
prior written consent of the Lessor, assign this Lease or sublease the Leased
Premises, in whole or in part. Such consent


                                        3
<PAGE>
shall not be unreasonably withheld or delayed, provided Lessor shall be
convinced that subtenant or assignee shall have financial capacity to pay the
rent hereunder. Notwithstanding any such sublet or assignments, the obligations
of Lessee hereunder shall not be released by assignment or sublease and Lessee
shall assign such assignment or sublease as additional security for the
performance of this lease.

         Notwithstanding anything provided herein, in the event of subtenancy or
assignment, Lessee shall provide Lessor with the correct and updated name and
mailing address of every assignee or subtenant and the requirements if any of
all Notice to Lessee in this lease shall be sufficiently satisfied if forwarded
in writing to the Lessee and subtenant or assignee at the address given. In the
event of Lessee's default hereunder, should subtenant or assignee, at its
option, cure such defect or default, the Lessee shall not be relieved of future
obligations hereunder.

         SECTION 12 - TAXES AND ASSESSMENTS. (a) The Lessee shall pay and
discharge all real estate taxes, betterment charges and levies, and charges and
governmental impositions, duties and discharges of like kind and nature, which
or may during the term of this Lease be charged, laid, levied or imposed upon or
become a lien or liens upon the Leased Premises or any part thereof, or upon any
buildings or appurtenances thereof, or any part thereof, or which may become due
and payable with respect thereto, and any and all taxes charged, laid or levied
in addition to the foregoing under or by virtue of any present or future laws,
rules, requirements, orders, directions, ordinances or regulations of the United
States of America, or of the state, county or city government, or of any other
municipal government or lawful authority whatsoever. The Lessee shall also be
responsible for the payment of any assessments for improvements; provided,
however, that if any such assessment shall be payable in installments, the
Lessee shall not be required to pay any installment becoming due subsequent to
the termination of this Lease; and provided, further, that if any such
assessment shall be payable in a lump sum, the Lessee may submit to arbitration
in accordance with Section 24 hereof the question of the proportion of the
assessment which the Lessee should equitably be required to pay in the light of
the nature of the improvement, the remaining term of this Lease and the
existence of the option to renew set forth in Section 25 hereof. Unless required
by a mortgagee to make payments into an escrow account for taxes, the Lessee
shall, if so requested by the Lessor, pay the Lessor with each installment of
rent an amount equal to one twelfth of the real estate taxes for the current
year, if the amount thereof is known, or of such taxes for the prior year, if
the amount thereof for current year is not known. Such amounts shall be held in
escrow by the Lessor and utilized in partial or complete discharge of the
Lessee's obligations to pay such taxes on or before the date upon which interest
upon such taxes would otherwise start to accrue. If payments into an escrow
account for taxes shall not be required by a mortgagee or by the Lessor, (1) the
Lessee shall make the required payments directly to the appropriate taxing or
other governmental authorities, and (2) the Lessor shall forward all tax bills,
statements and charges to the Lessee in time sufficient to enable the Lessee to
pay the same without incurring interest or penalties and in time so that the
Lessee may contest the same if it so desires. The Lessee shall also punctually
pay and discharge all taxes which shall or may during the term of this Lease be
charged, laid, levied or imposed upon or become a lien upon the stock in trade
or other personal property of the Lessee attached to or used in connection with
the Lessee's business conducted on the premises. Nothing herein contained shall
require the Lessee to pay the Lessor's income or business profits taxes or any
taxes on the rents reserved to the Lessor hereunder. Property taxes for the tax
year in which the term hereof commences and for the tax year in which the term
hereof terminates shall be apportioned between the Lessor and the Lessee in
accordance with the number of months or major fraction thereof during which each
party shall be in possession of the Leased Premises during such tax years.

         (b) The Lessee shall have the right to contest or review (in the name
of the Lessee, or of the Lessor, or both, as the Lessee shall elect) by
appropriate proceedings (which if instituted shall be conducted promptly at the
Lessee's own expense free of all expense to the Lessor) any tax, charge or other
governmental imposition aforementioned upon condition that before instituting
any such proceeding the Lessee shall pay (under protest) such tax, charge or
other governmental imposition aforementioned, or furnish to the Lessor a surety
company performance bond in a company acceptable to the Lessor or other security
satisfactory to the Lessor sufficient to cover the amount of the contested item
or items with interest for the period which such proceedings may reasonably be
expected to take and costs securing the payment of such contested item or items
and all interest and costs in connection therewith when finally determined.
Notwithstanding the furnishing of any such bond or security, the Lessee shall
pay all such items before the date when the Leased Premises or any part thereof
would under applicable law


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<PAGE>
be forfeited. The Lessor shall timely file the annual inventory required by
Chapter 74:7 of the Revised Statutes Annotated of New Hampshire the filing of
which, by virtue of Chapter 76:16 of such revised Statutes Annotated, is a
condition precedent to tax abatement.

         (c) The Lessor, at its option may, but shall not be obligated to,
contest or review by any appropriate proceedings, and at the Lessor's expense,
any tax, charge or other governmental imposition aforementioned which shall not
be contested or reviewed as aforesaid by the Lessee, and unless the Lessee shall
promptly join with the Lessor in such contest or review, the Lessor shall be
entitled to receive and retain any refund payable by the taxing authorities with
respect thereto.

         SECTION 13 - MECHANIC'S LIEN. In the event of the filing in
Hillsborough County Registry of Deeds of any notice of a builder's, supplier's
or mechanic's lien on the Leased Premises arising out of any work performed by
or on behalf of the Lessee, the Lessee shall either cause such lien to be
discharged or released or shall initiate legal proceedings to test the validity
of the lien claimed; and if the Lessee shall initiate legal proceedings to test
the validity of the lien, the Lessee shall cause such lien to be discharged or
released by the posting of bond or otherwise and shall completely indemnify the
Lessor against any such claim or lien and all costs of such proceedings wherein
the validity of such lien is contested by the Lessee.

         SECTION 14 - EMINENT DOMAIN. In the event that the Leased Premises
shall be lawfully condemned or taken by any public authority either in their
entirety or in such proportion that they are no loner suitable for the intended
use by the Lessee, this Lease shall automatically terminate without further act
of either party her


 
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