EXHIBIT 10.4
SUBLEASE AGREEMENT
This sublease agreement is made and executed effective October 10,
1995, by and between HI-TECH PROPERTIES, INC., a corporation organized and
existing under the laws of the State of Georgia, with its principal office
in the County of Xxxx, State of Georgia,referred to as "Sublessor," and
GENERAL MANUFACTURES HOUSING, INC., a corporation organized and
existing under the laws of the State of Georgia, with its principal office
at 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxx xx Xxxxxxxx, Xxxxxx of Xxxx, State of
Georgia, referred to as "Sublessee. "
RECITALS
The parties recite and declare:
A. Sublessor entered into a Lease Agreement with Waycross and Xxxx
County Development Authority (the "Lessor") dated October 10, 1995, a copy
of which is attached hereto as Exhibit "A" (the "Master Lease Agreement"),
for certain unimproved real estate (the "Premises") located in the County
of Xxxx, State of Georgia, being more particularly described in the Master
Lease Agreement.
B. Sublessor desires to sublease the Premises to Sublessee and
Sublessee desires to sublease the Premises from Sublessor subject to the
terms and provisions of this Sublease Agreement.
In consideration of the above recitals, the terms and covenants of
this Sublease Agreement, and other valuable consideration, the receipt of
which is acknowledged, the parties agree as follows:
SECTION ONE
GRANT
Sublessor hereby subleases the Premises to Sublessee and Sublessee
hereby leases the Premises subject to the terms and conditions of this
Sublease Agreement.
SECTION TWO
PROVISIONS CONSTITUTING SUBLEASE
A. This Sublease Agreement is subject to all of the terms and
conditions of the Master Lease Agreement, except as set forth in this
Sublease Agreement.
B. Sublessee hereby assumes all the obligations of the Sublessor
under the Master Lease Agreement and Sublessor hereby grants to the
Sublessee all of the rights and privileges under the Master Lease
Agreement.
C. Neither Sublessor nor Sublessee shall commit or permit to be
committed on the Premises any act or omission that shall violate any term
or condition of the Master Lease Agreement or breach the terms of the
Master Lease Agreement or cause the Master Lease Agreement to be
terminated.
D. Sublessee shall indemnify and hold Sublessor harmless against
any and all claims, liability, loss or damage on account of any loss,
injury, death or damage to persons or property which at any time may be
suffered or sustained by Sublessor or by any person who may at any time be
using or occupying or visiting the Premises, including, but not limited
to, any claim, liability, loss or damage incurred by Sublessor resulting
from the violation by Sublessee of any state, federal or local
environmental law, rule, order or regulation, and also including any
claim, liability, loss or damage which arises out of Sublessor's
obligation to indemnify Lessor under the provisions of Section Nine of the
Master Lease Agreement.
SECTION THREE
TERM AND POSSESSION
A. The term of this Sublease Agreement shall commence on October
10, 1995, and shall terminate on the earlier of (1) October 9, 2005, or
(2) the date of termination of the Master Lease Agreement.
B. Sublessee shall be given possession of the Premises effective
October 10, 1995.
C. The termination of this Sublease Agreement shall not affect or
impair any right of the Sublessor arising prior to or as a result of such
termination, or relieve Sublessee of any obligations under this Sublease
Agreement arising out of acts which occurred prior to such termination,
including but not limited to the obligations of Sublessee under the
indemnification provisions of Section Two.D.
SECTION FOUR
RENT
Sublessee shall pay the following amounts to Lessor under the Master
Lease Agreement as rent for the Premises:
(a) the sum of One Dollar ($1.00) per year during the term of
this Sublease Agreement; and
(b) the amount calculated by reference to the ad valorem tax
amount as set forth in Section Two.B. of the Master Lease Agreement.
Such amount shall be payable without deduction, offset, prior notice or
demand, in lawful money of the United States.
SECTION FIVE
USE
The Premises shall be used by Sublessee in connection with the
manufacture of manufactured housing by Sublessee and all purposes
authorized under the Master Lease Agreement.
SECTION SIX
CONDITION OF THE PREMISES
Sublessee accepts the Premises in their condition as of the date of
this Sublease Agreement and shall deliver them to Sublessor in the same
condition, normal wear and tear excepted, at the expiration of this
Sublease Agreement.
SECTION SEVEN
REPRESENTATIONS OR WARRANTIES
Sublessee acknowledges that neither Sublessor nor Sublessor's agents
have made any representations or warranties as to the suitability of the
Premises for the conduct of Sublessee's business.
SECTION EIGHT
INSURANCE
Sublessee shall acquire and keep in force comprehensive general
liability insurance, including contractual liability insurance, covering
this Sublease Agreement or any liability arising out of Sublessor's
interest as sublessor of the Premises or Sublessee's use, occupancy or
maintenance of the Premises and all areas appurtenant to the Premises, in
such amounts and limits as may be mutually agreed upon between the
parties. Sublessee shall name Sublessor as an additional insured under
such insurance policy and shall provide a certificate of insurance or an
authenticated duplicate of its policy to Sublessor on request.
SECTION NINE
EFFECT OF PARTIAL INVALIDITY
The invalidity of any part of this Sublease Agreement will not and
shall not be deemed to affect the validity of any other part. In the
event that any provision of this Sublease Agreement is held to be invalid,
the parties agree that the remaining provisions shall be deemed to be in
full force and effect as if they had been executed by both parties
subsequent to the expungement of the invalid provision.
SECTION TEN
PARAGRAPH HEADINGS
The titles to the paragraphs of this Sublease Agreement are solely
for the convenience of the parties and shall not be used to explain,
modify, simplify or aid in the interpretation of the provisions of this
Sublease Agreement.
SECTION ELEVEN
NOTICES
A. All notices, demands or other writings in this Sublease
Agreement provided to be given or made or sent, or which may be given or
made or sent by either party to the other, shall be deemed to have been
fully given or made or sent when made in writing and deposited in the
United States mail, registered and postage prepaid, and addressed as
follows:
TO SUBLESSOR: HI-TECH PROPERTIES, INC.
0000 XXXXXXXXXX XXXXXXXXX
XXXXXXXX, XXXXXXX 00000
TO SUBLESSEE: GENERAL MANUFACTURED HOUSING, INC.
0000 XXXXXXXXXX XXXXXXXXX
XXXXXXXX, XXXXXXX 00000
B. The address to which any notice, demand or other writing may be
given or made or sent to any party as above-provided may be changed by
written notice given by the party as above provided.
SECTION TWELVE
NONDISTURBANCE
This Sublease Agreement shall not be effective until the Lessor under
the Master Lease Agreement has given its written consent to the terms and
conditions of this Sublease Agreement.
SECTION THIRTEEN
GOVERNING LAW
It is agreed that this Sublease Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of
Georgia.
SECTION FOURTEEN
ENTIRE AGREEMENT
This Sublease Agreement shall constitute the entire agreement between
the parties. Any prior understanding or representation of any kind
preceding the date of this Sublease Agreement shall not be binding upon
either party except to the extent incorporated in this Sublease Agreement.
SECTION FIFTEEN
MODIFICATION OF AGREEMENT; SUBLEASE
Any modification of this Sublease Agreement or additional obligation
assumed by either party in connection with this agreement shall be binding
only if evidenced in writing signed by each party or an authorized
representative of each party. This Sublease Agreement and the rights and
obligations of the Sublessee hereunder may not be assigned or sublet by
the Sublessee without the prior written consent of the Sublessor. No
assignment or sublet shall in any way relieve Sublessee of any obligation
under this Sublease Agreement, including, but not limited to, the
indemnification provisions of Section Two.D.
SECTION SIXTEEN
COUNTERPARTS
This Sublease Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute but one and the same instrument.
In witness whereof, each party to this Sublease Agreement has caused
it to be executed at Waycross, Georgia, effective on the date indicated
above.
Signed, sealed and delivered HI-TECH PROPERTIES, INC.
in the presence of:
s/ X. Xxxxxx Xxxxxx III BY: s/ Xxxx X. Xxxxx
WITNESS TITLE: Xxxx X. Xxxxx, President
s/ Shelby Xxxx Xxxxxxx ATTEST: s/ Xxxxxx Xxxxxxx
NOTARY PUBLIC
(SEAL)
MY COMMISSION EXPIRES: Nov.17,1997 BY: s/ Xxxxxx Xxxxxxx
TITLE: Xxxxxx Xxxxxxx, Sec/Treasurer
Stamped
Signed, sealed and delivered GENERAL MANUFACTURED HOUSING, INC.
in the presence of:
s/ X. Xxxxxx Xxxxxx III BY: s/SamuelP. Xxxxx
WITNESS TITLE: Xxxxxx X. Xxxxx, Chairman
s/ Shelby Xxxx Xxxxxxx ATTEST:
NOTARY PUBLIC
(SEAL)
MY COMMISSION EXPIRES: Nov. 17, 1997 BY: s/ J. Xxxxx Xxxxxxx
Stamped TITLE: J. Xxxxx Xxxxxxx,
Sec/Treasurer