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EXHIBIT 10.8.3
ASSIGNMENT OF LEASE
This Assignment of Lease ("Assignment"), made and entered into as of the
24th day of April, 1997, by and among Xxx Thumb Glove Co., Inc. ("Tenant"),
Xxxxxx Xxxxxx Industrial, Inc. ("Assignee") and River Road Properties, Inc.
("Landlord"):
W I T N E S S E T H:
WHEREAS, Landlord and Tenant have entered into that certain Lease Agreement
dated March 1, 1995 (the "Lease").
WHEREAS, the Lease demises that property specifically described on
Exhibit A attached hereto (the "Premises"), all as more particularly described
in the Lease, a copy of which, along with all subsequent amendments, previously
have been delivered to Assignee which acknowledges receipt by execution of this
Agreement.
WHEREAS, (a) Tenant desires to assign its interest in the Lease to
Assignee, (b) Assignee desires to accept such assignment and assume all
obligations as tenant under the Lease, (c) Landlord is willing to consent to
said Assignment on the terms and conditions hereinafter set forth, effective
12:01 a.m. on April 24, 1997 ("Effective Time").
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. ASSIGNMENT BY TENANT. Tenant hereby transfers, assigns and sets over
to Assignee all of Tenant's right, title and interest in and to the Lease as of
the Effective Time.
2. ACCEPTANCE AND ASSUMPTION BY ASSIGNEE. Assignee (and if Assignee
consists of more than one person or entity, each of them jointly and severally)
hereby accepts the foregoing assignment of Tenant's right, title and interest
in and to the Lease and assumes and agrees to make all future payments as they
come due under the Lease and to perform and keep all covenants, agreements and
obligations contained in the Lease to be made, kept and performed as the tenant
thereunder. Assignee shall make no further assignment of the Lease or sublease
of the Premises demised thereby, or any part thereof, without in each case
first obtaining the written consent of Landlord.
3. CONSENT OF LANDLORD. Landlord hereby consents to the Assignment of the
Lease by Tenant to Assignee on the terms contained above.
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4. ESTOPPEL. Landlord represents and states that as of the Effective
Time, Tenant has paid all rent due to date, and that to the best of Landlord's
knowledge the Tenant is in compliance with the remaining provisions of the
Lease.
5. SEVERABILITY. The invalidity, illegality or unenforceability of any
provisions hereof, shall not in any way affect, impair, invalidate or render
unenforceable this Assignment or any provision hereof.
6. FULL FORCE AND EFFECT. Except to the extent modified hereby, all of
the terms of the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, Landlord, Tenant and Assignee have executed this
Assignment as of the date set forth above.
LANDLORD: TENANT:
River Road Properties, Inc. Xxx Thumb Glove Co., Inc.
BY: Xxxxxxx X. Xxxxx BY: /s/ Xxxxxx X. Xxxxxxxx
----------------------- -----------------------
ITS: President ITS: President
ASSIGNEE:
Xxxxxx Xxxxxx Industrial, Inc.
BY: Xxxxxxx X. Xxxx
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ITS: President
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EXHIBIT A
LEGAL DESCRIPTION
BEING all of that real property described in that certain deed recorded in
Book 734, Page 894 in the office of the Register of Deeds of Xxxxxx County,
North Carolina, which said deed is incorporated fully herein for a more certain
and adequate description.
Excepted from the real property herein described are those three areas,
marked A, B and C on Exhibit B, attached hereto and incorporated fully herein
by reference, which have been previously leased to Xxxx XxXx Manufacturing,
Inc. or Melville Corporation.
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EXHIBIT B
(FLOOR PLAN APPEARS HERE)
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XXX THUMB GLOVE CO., INC.
X.X. XXXXXX 000
XXXXXXXXXX, XXXXX XXXXXXXX 00000
April 4, 0000
Xxxxx Xxxx Properties Inc.
c/o E. Xxx Xxxxx
000 Xxx Xxxx
Xxxxxxxxxx, XX 00000
Re: REQUEST TO ASSIGN LEASE AGREEMENT
Dear Ray:
Reference is made to the lease agreement between River Road
Properties, Inc. ("River Road") and Xxx Thumb Glove Co., Inc. ("Xxx Thumb"), a
copy of which is attached as Exhibit A hereto (the "Agreement").
Xxx Thumb proposes to sell substantially all of its assets, including
an assignment of its rights and obligations under the Agreement, to Xxxxxx
Xxxxxx Industrial Inc. ("Xxxxxx Xxxxxx"). Xxxxxx Xxxxxx is a major manufacturer
of industrial gloves headquartered in Atlanta, Georgia, and is a wholly-owned
subsidiary of Pacific Dunlop Holdings, Inc.
Xxx Thumb hereby requests River Road's written consent to such
assignment of the Agreement to Xxxxxx Xxxxxx. Please indicate River Road's
consent by signing the enclosed copy of this letter in the space provided below
and returning it to me as soon as possible.
Inasmuch as the proposed sale to Xxxxxx Xxxxxx is planned for April
11, 1997, your prompt attention to this letter is respectfully requested.
Please call me to discuss any questions you have about Xxx Thumb's
request. Thank you for your attention to this matter.
Sincerely,
Xxx Thumb Glove Co., Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
The above requested consent to
assignment is hereby given:
RIVER ROAD PROPERTIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Its: President
-----------------------
Date: April 7th, 1997
----------------------
Enclosures
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EXHIBIT A
NORTH CAROLINA
LEASE AGREEMENT
XXXXXX COUNTY
THIS LEASE AGREEMENT, made and entered into as of the 1st day of March,
1995, by and between RIVER ROAD PROPERTIES, INC., a corporation lawfully present
and doing business in North Carolina, with its principal office and place of
business in Xxxxxx County, North Carolina (hereinafter "LESSOR") and XXX
THUMB GLOVE CO., INC., a corporation lawfully present and doing business in
North Carolina, with its principal office and place of business in Xxxxxx
County, North Carolina (hereinafter "LESSEE").
W I T N E S S E T H:
---------------------
Subject to the terms and conditions hereinafter stated, Lessor does
hereby let and lease unto Lessee, and Lessee does hereby accept as tenant, that
certain tract or parcel of land, with improvements thereon, lying and being in
the Town of Wilkesboro, Xxxxxx County, North Carolina, more specifically
described, as follows:
BEING all of that real property described in that certain deed recorded
in Book 734, Page 894 in the office of the Register of Deeds of Xxxxxx
County, North Carolina. A copy of said deed is attached hereto, marked
as Exhibit A, and incorporated fully herein for a more certain and
adequate description.
Excepted from the real property herein described and not subject to the
terms of this Lease Agreement are those three areas, marked A, B, and C
on Exhibit B, attached hereto and incorporated fully herein by
reference, which have been previously leased to Xxxx XxXx
Manufacturing, Inc. or Melville Corporation.
This Lease is made upon the following terms and conditions:
1. This Lease shall begin as of the effective date hereof and, subject
to Lessee's option to renew or unless sooner terminated as herein provided,
shall exist and continue until 11:59 p.m. on the 31st day of March, 2000. It is
expressly understood and agreed, moreover, that if Lessee should remain in
possession of the leased premises after the termination of said term or any
renewal or extension thereof, Lessee shall be considered a tenant from month to
month under all terms and provisions of this Agreement, which shall continue in
full force and effect during the entire period of such holding over.
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2. During the original term hereof and as base rental for the leased
premises, Lessee shall pay, or cause to be paid, without notice or demand
therefor, the sum of $15,000 per month. Such sums shall be due and payable, in
advance, on or before the 10th day of each applicable month hereunder. All such
rental shall be paid to Lessor at its address, hereinafter stated.
3. Should Lessee faithfully comply with all of the terms and provisions
of this Agreement on its part to be kept and performed and not otherwise be in
default hereunder, Lessee shall have the right to renew or extend the term of
this Agreement for an additional period of 60 consecutive calendar months,
commencing April 1, 2000, and expiring at 11:59 p.m. on March 31, 2005. As
base rental for the leased premises during any such renewal term, Lessee shall
pay, or cause to be paid, without notice or demand therefor, a monthly sum
obtained by multiplying $15,000 by a fraction, the numerator of which is the
Consumer Price Index for All Urban Consumers (1982-1984 equals 100) relating to
Charlotte, North Carolina as published by the Bureau of Labor Statistics, U.S.
Department of Labor (or if that Index is not available for Charlotte, North
Carolina, then an available index for the metropolitan area geographically
nearest to Charlotte, North Carolina, published by the Bureau or its successors,
or if none, by any other instrumentality of the United States or the State of
North Carolina), (referred to in this Lease as "CPI-U"), for the month of
April, 2000 and the denominator of which is the CPI-U for the month of March,
1995. Notwithstanding anything to the contrary in this Agreement, in no event
shall the monthly base rental be less than the sum of $15,000. Should Lessee
elect to renew and extend the term of this Agreement, Lessee must notify Lessor,
in writing, at least 90 days prior to the expiration of the original term
hereof. In the event Lessee exercises its option to renew, all terms and
conditions of this Agreement, excepting only increased rental, shall continue in
full force and effect.
4. As additional rental during the original term and any renewal or
extension hereof, Lessee shall pay the total costs of all applicable ad valorem
taxes, insurance premiums, and all required or necessary maintenance to the
leased premises or attributable thereto. Specifically, Lessee, at its sole cost
and expense, shall maintain the leased premises in its present condition and
state of repair, reasonable wear and tear and damage by fire or other casualty,
excepted. Lessee shall further pay all personal property taxes assessed against
its equipment and personal property located upon or within the leased premises.
5. Lessee, at its sole cost and expense, shall maintain that amount of
hazard insurance and public liability insurance upon the leased premises as
Lessor may reasonably require. All of such policies of insurance shall name
Lessor, together with Lessor's lender, if applicable, as the owner and
mortgagee, respectively, of the leased premises and as additional insureds, to
the fullest extent of their insurable interests. All hazard insurance shall be
at least in the amount of the full replacement value of the
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improvements located upon the leased premises. Lessor shall be entitled to
receive and retain, as its property, any and all proceeds paid under such
policies of insurance received on account of damage or destruction to the
improvements located upon the leased premises.
6. If, during the term of this Lease, the main structure forming a part
of the leased premises is damaged by fire or other casualty to an extent equal
to, or less than, 40% of the then tax appraised value of the said building, as
said value is then determined by the office of Xxxxxx County Tax Supervisor,
Lessor shall repair said structure with all reasonable efforts, and Lessee
shall be allowed a proportionate reduction of rent during the time the repairs
are being made, excepting (a) if Lessee is able to use and occupy the leased
premises without substantial inconvenience, or (b) if repairs are delayed
because of any act or failure on the part of Lessee. In either of such events,
Lessee shall not be entitled to any reduction of rental. For greater certainty,
the main structure located upon the leased premises is the brick and masonry
building formerly occupied by Xxxx XxXx Manufacturing Company.
Damage or destruction of only the main structure of the leased premises
by fire in excess of the value stipulated above during the term of this Lease
Agreement shall result in this Lease Agreement being declared void, and all
rights, responsibilities, and duties of the parties, one to the other, for the
unexpired part of the term of this Lease Agreement shall terminate.
7. If, at any time during the term of this Lease, Lessee shall be
adjudged bankrupt or insolvent by any federal or state court of competent
jurisdiction, or should a receiver be appointed for Lessee or any of its
assets, Lessor may, at its option, immediately declare this Lease terminated and
canceled and take possession of the leased premises.
8. Lessee may not assign this Lease, or sublet any part or all of the
leased premises, without the express written consent of Lessor, which such
consent will not be unreasonably withheld. Any such permitted assignment or
subletting will not relieve Lessee of its duties and liabilities hereunder.
9. If the whole, or any part, of the main structure located upon the
leased premises shall be taken or condemned by competent authority in the
exercise of the power of eminent domain, or deeded under threat thereof, this
Lease Agreement shall automatically terminate on the date of such taking and any
prepaid rental hereunder shall be prorated to the date of such taking. Lessor
shall be entitled to receive the entire condemnation award for and on account of
the taking of any portion or all of such real property, in any and every such
event. Should any portion of the leased premises, other than the main structure
located thereon, be taken or condemned by competent authority in the exercise of
the power of eminent domain, or deeded under threat thereof, this Lease
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Agreement shall continue in full force and effect, without reduction in the
rental to be paid by Lessee hereunder.
10. Throughout the entire term hereof, Lessee will indemnify Lessor
and save it harmless from and against any and all claims, actions, demands,
liability, and expense in connection with Lessee's execution and entering into
this Lease Agreement, and loss of life, personal injury, or damage to property
occurring in or about, or arising out of, the leased premises, or occasioned
wholly or in part by any act or omission of Lessee, its agents, licensees,
assignees, sublessees, customers, or employees. In the event Lessor shall be
made a party to any litigation, commenced by or against Lessee, its agents,
licensees, assignees, sublessees, customers, or employees, then Lessee shall
protect and hold Lessor harmless and shall pay all costs, expenses, and
reasonable attorneys' fees incurred or paid by Lessor in connection with such
litigation.
11. Lessee covenants and agrees that it will maintain, or cause to be
maintained, the leased premises in a good condition and state of repair; that it
will not commit, or allow to be permitted, any unlawful act upon the leased
premises; and, that it will surrender the leased premises and improvements at
the end of the term hereof in at least as good a condition and state of repair,
as the same where in at the inception hereof, reasonable wear and tear and
damage by fire or other casualty excepted.
12. This Lease is executed and accepted specifically subject to all
lawful governmental zoning, environmental, and water shed ordinances and
regulations, now in force or hereafter adopted which in any manner affect the
use of the leased premises. This Agreement is further subject to those
reservations and applicable restrictions set forth in the deed, hereinabove
referred to.
13. During the term of this Lease, and any permitted extension or
renewal hereof, Lessor and its agent(s) or other representative(s) shall have
the right to enter upon the leased premises, or any part thereof, at any and
every hour and time for the purpose of examining the same.
14. Any notices hereunder shall be sent to the respective parties, and
rental hereunder shall be paid by Lessee to Lessor, at the addresses as follow:
LESSOR:
River Road Properties, Inc.
c/o E. Xxx Xxxxx
000 Xxx Xxxx
Xxxxxxxxxx, XX 00000
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LESSEE:
Xxx Thumb Glove Co., Inc.
X.X. Xxxxxx 000
Xxxxxxxxxx, XX 00000
15. Lessee, upon the payment of rental and the performance of all of
the terms of this Lease, shall have the right to peaceful and quiet possession
of the leased premises, without disturbance or claim by Lessor, or from
any person, firm, or corporation claiming under or through Lessor.
16. Lessee specifically covenants and agrees that it has fully
inspected the leased premises and improvements, and that it accepts the same in
their present condition, "as is - where is."
17. Should Lessee default in its payment of rental or in the perf-
ormance of any of the terms of this Lease on its part to be kept and performed,
Lessor, at its option, shall have the right to immediate possession of the
leased premises, together with the right to enter upon the leased premises and
remove Lessee and its personal property therefrom, without resort to any other
person or Court for authority.
18. This Lease Agreement embodies the entire agreement between the
parties hereto pertaining to the leased premises, and supersedes and replaces
any prior agreements regarding the leased premises. The same shall not be
modified or amended, except in writing duly signed by the parties to be charged
thereby.
19. The laws of the State of North Carolina shall govern the validity,
interpretation, performance, and enforcement of this Lease Agreement.
20. All rights, options, and remedies of Lessor contained in this Lease
Agreement shall be construed and held to be cumulative, and no one of them shall
be exclusive of any other. Lessor shall have the right to pursue any one or all
of such remedies or any other remedy or relief that may be provided by law,
whether or not stated in this Lease Agreement. Any waiver by Lessor of Lessee's
breach or failure to perform any of the applicable terms of this Agreement shall
not be deemed to be a waiver of any such future breach or default by Lessee.
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IN WITNESS WHEREOF, the parties have properly executed this Agreement,
under seal and in duplicate originals, one of which being retained by each of
the parties, as of the effective date first hereinabove stated and on the date
set forth in the acknowledgments of the respective parties.
ATTEST: LESSOR:
/s/ Xxxxxx X. Xxxxx RIVER ROAD PROPERTIES, INC.
---------------------------
__________ Secretary By: /s/ Xxx Xxxxx
----------------------------------
[CORPORATE SEAL] President
ATTEST: LESSEE:
/s/ Xxxxx X. Xxxxx XXX THUMB GLOVE CO., INC.
---------------------------
__________ Secretary By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
[CORPORATE SEAL] ________ President
NORTH CAROLINA
WILKES COUNTY
I, a Notary Public, certify that Xxxxx Xxxxx, personally came before me
this day and acknowledged that (s)he is ___________ Secretary of RIVER ROAD
PROPERTIES, INC., a North Carolina corporation, and that by authority duly
given and as the act of the Corporation, the foregoing instrument was signed in
its name by its ___________ President, sealed with its corporate seal and
attested by Xxxxx Xxxxx as its _________ Secretary.
Witness my hand and official stamp or seal, this 23rd day of June, 1995.
/s/ Xxxxx X. Xxxx
---------------------------------
NOTARY PUBLIC
My Commission Expires: 10-25-97
----------
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NORTH CAROLINA
WILKES COUNTY
I, a Notary Public, certify that Xxxxx Xxxxx, personally came before me
this day and acknowledged that (s)he is _____________ Secretary of XXX THUMB
GLOVE CO., INC., a North Carolina corporation, and that by authority duly given
and as the act of the Corporation, the foregoing instrument was signed in its
name by its ___________ President, sealed with its corporate seal and attested
by Xxxxx Xxxxx as its ___________ Secretary.
Witness my hand and official stamp or seal, this 23rd day of June, 1995.
/s/ Xxxxx X. Xxxx
------------------------------
NOTARY PUBLIC
My Commission Expires: 10-25-97
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EXCISE TAX
NORTH CAROLINA 812.00 Real Estate Excise Tax
RECORDING TIME, BOOK AND PAGE
XXXXXXX X. XXXXXXXX
REGISTER OF DEEDS
XXXXXX COUNTY, N.C.
'94 SEP 6PM 4:15
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Tax Lot No. Parcel Identifier No.
------------------------- ---------------------
Verified by County on the day of , 19
----------------- ------------ ----------- ----
by
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Mail after recording to Grantee
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This instrument was prepared by X.X. Xxxxxxx, Xx., Esq.
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Brief description for the Index 17.96 Acres, Wilkesboro Township
===============================================================================
NORTH CAROLINA GENERAL WARRANTY DEED
THIS DEED made this 6th day of September 19 94 , by and between
---------- ----------------- ------
===============================================================================
GRANTOR GRANTEE
Xxxx XxXx Manufacturing, Inc. River Road Properties, Inc.
x/x X.X. Xxxxxxx, Xx., Xxx.
X.X. Xxx 0000
X. Xxxxxxxxxx, XX 00000
Enter in appropriate block for each party; name, address, and, if appropriate,
character of entity, e.g. corporation or partnership.
===============================================================================
The designation Grantor and Grantee as used herein shall include said parties,
their heirs, successors, and assigns, and shall include singular, plural,
masculine, feminine or neuter as required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee,
the receipt of which is hereby acknowledged, has and by these presents does
grant, bargain, sell and convey unto the Grantee in fee simple, all that
certain lot or parcel situated in the City of Wilkesboro , Wilkesboro
---------------- ---------------
Township, Xxxxxx County, North Carolina and more particularly described
--------------
as follows:
EXHIBIT A
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The foregoing description constitutes a resurvey by Xxxxx X. Xxxxxx, R.L.S.
L-1430 of the lands described in that prior Deed from Melville Corporation to
Xxxx XxXx Manufacturing Inc. recorded in Book 697, Page 256 in the office of
the Register of Deeds of Xxxxxx County, North Carolina. It is the specific
intent and covenant of the Grantor to convey only the lands described in said
prior Deed.
The property hereinabove described was acquired by Grantor by Instrument
recorded in Book 697, Page 256
-------------------------------------------
A map showing the above described property is recorded in Plat Book ___________
page ___.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and
appurtenances thereto belonging to the Grantee in fee simple.
And the Grantor covenants with the Grantee, that Grantor is seized of the
premises in fee simple, has the right to convey
of all its encumbrances, and that Grantor will warrant and defend the title
against the lawful claims of all persons
Title to the property hereinabove described is subject to the following
exceptions:
The permitted encumbrances, shown above, together with the standard public
utility and Department of Transportation easements of record.
IN WITNESS WHEREOF, the Grantor has hereunder set his hand and seal, or if
corporate, has caused this instrument is to be signed in its corporate name by
the duly authorized officers and its seal to be hereunder affixed by authority
of its Board of Directors, this day and year ???? above written.
USE BLACK INK ONLY
Xxxx XxXx Manufacturing, Inc.
------------------------------------ ---------------------------------(SEAL)
(Corporate Name)
By: /s/ X. X. XxXxxxx ---------------------------------(SEAL)
--------------------------------
President
--------------- ---------------------------------(SEAL)
ATTEST: ---------------------------------(SEAL)
/s/ X. X. Xxxxx
---------------------------------- ---------------------------------(SEAL)
Secretary (Corporate Seal)
------------------------------------- ---------------------------------(SEAL)
(Corporate Name)
By: ---------------------------------(SEAL)
----------------------------------
President
------------------ ---------------------------------(SEAL)
ATTEST:
---------------------------------(SEAL)
--------------------------------------
Secretary (Corporate Seal)
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EXHIBIT B
(FLOOR PLAN APPEARS HERE)
