STATE OF NORTH CAROLINA
LEASE AGREEMENT
---------------
COUNTY OF MECKLENBURG
THIS LEASE AGREEMENT is executed effective as of October 29, 1997, by and
between THE XXXXXXXX LLC, a North Carolina limited liability company, ("Lessor")
and XXXXXXXX INDUSTRIES, INC., a North Carolina Corporation, ("Lessee").
1. LEASE OF THE PREMISES. Upon the terms and conditions contained herein,
Lessor hereby leases to Lessee, and Lessee hereby leases and lets from Lessor,
the premises consisting of the land, building and improvements located at 000
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx and more particularly described on
Exhibit "A" attached hereto and incorporated herein by reference (the
"Premises"). Provided, however, that upon Lessor's satisfaction of its lender's
obligations for releasing Tracts 2 and 3 of the Premises or any portion thereof
or the approximately 2.0 acre tract shown on Exhibit "B" to the Deed of Trust in
favor of such Lender from the lien in favor of West Coast Life Insurance Company
of even date herewith (as evidenced in the Deed of Trust and Security Agreement
securing said lien), Lessee shall be obligated to enter into an amendment of
this Lease deleting all or any portion of such property, as applicable, from
this Lease, without modification of rent or any other term of this Lease.
2. TERM. The term of this Lease shall commence as of the date hereof and
shall end on September 30, 2012; provided, however, that is Lessee remains in
possession of the Premises after expiration of the term hereof, with Lessor's
acquiescence and without any express agreement of the parties, Lessee shall be a
tenant at will at the rental rate then in effect at the end of the term.
Provided, further, that if Lessee remains in possession of the Premises after
expiration of the terms hereof without Lessor's acquiescence, Lessee shall be a
tenant at sufferance and commencing on the date following the date of expiration
of the term, the monthly rental payable under paragraph 3 hereof shall be, for
each month or fraction thereof during which Lessee remains in possession of the
Premises, 200% of the monthly rental otherwise payable under paragraph 3 hereof.
Provided, finally, that in any event of holding over after the end of the term
of the Lease, there shall be no renewal or extension of the Lease by operation
of law or otherwise.
3. RENT. Lessee shall pay to Lessor as rental for the Premises the sum of
Fifty One Thousand Nine Hundred Fifty Three and 40/100's Dollars ($51,953.40)
per month, payable on or before the fifth (5th) day of each calendar month
during the term thereof. To the extent the first or last month of the term of
this Lease is less than a full calendar month, rental for such month shall be
prorated on a daily basis. Provided, however, that the monthly rental payable
hereunder shall be increased (but not decreased) each November 1 by any change
in the Consumer Price Index, Urban Wage Earners and Clerical Workers (CPI-W,
1982-84=100) ("Index") by multiplying the then in effective monthly rental by
the value of said Index for the month two months prior to the then present
November 1 (or nearest available month) and dividing the product by the value of
said Index for the month two months prior to the then previous November 1 (or
nearest available month). In the event that the Index ceases to be published,
there shall be substituted for the Index the measure published by the U.S
Department of Labor which most
nearly approximates the Index.
4. CONDITION OF THE PREMISES. Lessee acknowledges that it has inspected
the Premises and accepts same in their present condition and state of repair.
Lessee acknowledges that neither Lessor nor any of Lessor's officers or agents
have made any representation or warranty regarding the condition or state of
repair of the Premises or the suitability of the Premises for Lessee's intended
use.
5. USE OF THE PREMISES. Lessee agrees to use the Premises solely for light
manufacturing, offices and a distribution facility, or such other uses as may be
permitted by I-2 zoning or such other future zoning as may affect the Premises.
Lessee shall not use the Premises in any manner that causes damage to the
Premises (exclusive of ordinary wear and tear) or which creates waste or a
nuisance. Lessee shall use the Premises in compliance, in all material respects,
with applicable laws and governmental regulations, ordinances, building and
zoning codes.
6. ALTERATIONS. Without the prior written consent of Lessor and Lessor's
lender, if any, Lessee shall not make any material alterations to the Premises,
save and except minor nonstructural alterations which are not of a permanent
nature and which do not injure or damage the Premises or decrease the value
thereof. In the event that any alterations or improvements to the Premises are
required to comply with any applicable laws, regulations or ordinances affecting
the Premises, Lessee shall give to Lessor prompt notice of such requirement and
shall promptly proceed to make such improvements or alterations as required.
7. FIXTURES. Upon termination of this Lease, Lessee may remove any of
Lessee's trade fixtures from the Premises, excluding the basic building systems
such as air conditioning, heating, electricity, ventilation, lighting and
plumbing, and Lessee shall be responsible for repairing any damage to the
Premises caused by such removal.
8. MAINTENANCE AND REPAIRS. Except as expressly provided otherwise in this
Lease, Lessor shall be responsible for maintaining the exterior walls, roof
(including roof leak repairs) and other structural components of the building
situated on the Premises, along with basic systems for electricity, air
conditioning, heat, water and plumbing, in a normal, reasonable and habitable
condition and state of repair, consistent in all respects with the condition and
state of repair existing at the commencement of this Lease, ordinary wear and
tear excepted. Lessee shall pay normal operating expenses with respect to the
Premises, including costs for ordinary maintenance of the electrical, heat, air
conditioning, and water and plumbing systems which are necessary for the normal
and customary operation thereof, but Lessee shall not be responsible for any
repairs, replacements or overhauls of such systems. Lessee shall maintain the
exterior grounds of the Premises in a neat and orderly condition, and shall
furnish all light bulbs for use on or in respect of the Premises.
2
9. INSURANCE.
---------
(a) CASUALTY INSURANCE. During the term of this Lease, Lessee
shall maintain and keep in full force and effect, at its
cost, a standard comprehensive fire and extended coverage
policy of insurance with respect to the Premises naming
Lessor and Lessee as insured as their interests appear,
and providing a minimum aggregate limit on coverage of not
less than the full insurable value of the improvements
thereon. Such policy shall provide coverage against
casualties and perils normally covered by a standard fire
and extended coverage insurance policy for similar
properties, shall provide for loss of rents coverage, and
shall be in such amounts and coverages as are required by
any lender of Lessor. Lessee shall have the
responsibility to determine whether to maintain casualty
insurance with respect to Lessee's personalty and business
interruption insurance for Lessee's own benefit.
(b) LIABILITY INSURANCE. During the term of this Lease,
Lessee shall maintain and keep in full force and effect,
at its cost, a standard commercial general policy of
liability insurance insuring both Lessor and Lessee
against liabilities customarily insured against under such
policies arising out of the use of the Premises. Such
insurance shall provide an aggregate limit on coverage of
not less than $2,000,000 per occurrence, $4,000,000
aggregate general limit per policy year, and $2,000,000
property damage or such amounts as are required by any
lender of Lessor.
(c) CERTIFICATE OF INSURANCE. Lessee shall furnish to Lessor, upon
request, (i) a certificate of insurance showing such insurance
to be in full force and effect, and (ii) proof that the
premiums necessary to keep said insurance in full force and
effect have been timely paid.
(d) INSURANCE COMPANIES AND CANCELLATION. Insurance required
hereunder shall be maintained with sound and reputable
insurance companies reasonably satisfactory to the parties
or as required by any lender of Lessor, and no such policy
shall be cancelable or subject to reduction of coverage
except after thirty (30) days prior written notice to the
party not responsible for the maintenance of such
insurance and Lessor's lender, provided that Lessee may
satisfy its obligations hereunder, in whole or in part, by
means of a so-called blanket policy or under a
self-insurance program should Lessee prove to Lessor and
Lessor's lender that its tangible net worth is greater
than $100,000,000.00.
(e) WAIVER OF SUBROGATION. Lessor and Lessee hereby waive any and
all rights of recovery against the other, and against the
officers, directors, employees, agents and representatives of
the other, for loss or damage suffered by such waiving party
with respect to any events or circumstances relating to the
Premises to the extent such loss or damage is covered by
-3-
applicable insurance; provided, the insurance company actually
makes payment on the policy. The insuring party shall, prior
to obtaining the policies of insurance required hereunder,
give notice to the insurance carrier that the foregoing mutual
waiver of subrogation is contained in this Lease and shall
request such insurance carrier to issue a customary
endorsement to the policy to permit such waiver of subrogation
to the extent necessary in order to prevent such waiver from
invalidating any such applicable insurance.
10. TAXES. Lessee shall pay all real property taxes and special
assessments applicable (and any penalties for late payment associated therewith)
to the Premises during the term of this Lease no later than the due date as
shown on the xxxx therefor, whether such xxxx is received directly from the
taxing authority or Lessor. Such taxes shall be prorated between Lessor and
Lessee for any partial year of the Lease term on a prorata daily basis. Such tax
payment shall be made by Lessee within twenty (20) days after notice thereof to
Lessee (but in any event, before same shall become delinquent), provided,
however, to the extent not previously paid, upon termination of this Lease
Lessee shall pay to Lessor its prorata share of any such unpaid real estate
taxes applicable to the term of this Lease based on the last available tax
statement. Lessee shall be solely responsible for paying any taxes or
governmental assessments levied upon Lessee's personal or business property.
11. UTILITIES. Lessee shall be responsible for the payment of all utility
service charges utilized on or with respect to the Premises during the term of
this Lease, including, without limitation, electricity, gas, water, sewage,
trash pickup and telephone service.
12. INDEMNIFICATION. Lessee agrees to indemnify and hold Lessor harmless
from and against claims, liabilities, damages, costs and expenses (including
reasonable attorneys fees) incurred by or asserted against Lessor as a result of
Lessee's use of the Premises during the term of this Lease.
13. DAMAGE OR DESTRUCTION OF THE PREMISES. Subject to the terms of the
lien of any first lien mortgage, deed of trust or other first lien security
interest in the Premises, in the event the Premises are damaged or destroyed by
vandalism, fire, storm, wind or other casualty, the insurance proceeds from the
casualty insurance maintained pursuant to the terms hereof shall be utilized to
repair, as soon as practical, the damaged portion of the Premises so as to
restore the Premises to a condition substantially the same in all material
respects as the condition existing immediately before such casualty to the
extent of net insurance proceeds available to Lessor for repair. The rent
payable pursuant to this Lease for the period during which such damaged
condition continues shall be reasonably and equitably abated in proportion to
the degree to which Lessee's use of the Premises is impaired.
14. RIGHT OF ENTRY. At all times during the term of this Lease, Lessor and
Lessor's officers, agents and representatives shall have the right to enter into
and upon the Premises for purposes of inspecting the same.
15. CONDEMNATION. In the event all or any part of the Premises are taken
under
-4-
power of eminent domain, the rental provided hereunder shall be reduced in
proportion to which the value of the property taken bears to the whole value of
the Premises immediately prior to such condemnation. After any such taking, if
the residue of the Premises is reasonably inadequate for Lessee's intended use
thereof as contemplated hereby, Lessee shall have the option to terminate this
Lease by giving written notice thereof to Lessor. All damages awarded and
condemnation proceeds received shall be payable to Lessor, provided that Lessee
may make a separate claim for its undepreciated leasehold improvements, moving
expenses or the like so long as such claim does not reduce any potential claim
of Lessor.
16. FAILURE BY LESSEE TO PAY EXPENSES. In the event Lessee fails to pay
any cost or expense with respect to the Premises required to be paid by Lessee
hereunder, Lessor shall have the option, in its discretion, to pay such cost or
expense and recover the same from Lessee as additional rent which sum shall be
payable with interest thereon at the rate of eight percent (8%) per annum,
within ten (10) days after demand by Lessor.
17. ASSIGNMENT OR SUBLETTING. Lessee shall not assign, transfer, or
mortgage this Lease, nor shall Lessee sublease all or any part of the Premises
without Lessor's prior written consent, provided, however, that Lessor consents
to that certain sublease to X.X. Xxxx & Company of even date herewith. In the
event of any assignment, transfer or subletting, Lessee shall remain primarily
liable for all obligations under the Lease (except as may be expressly agreed by
the parties and consented to by Lessor's lender).
18. ENVIRONMENTAL MATTERS.
---------------------
(a) COMPLIANCE. During the term of this Lease, Lessee shall
comply with all applicable Environmental Laws (as
hereinafter defined) and shall not place or store, handle
or dispose of any Hazardous Substances (as hereinafter
defined) in, on or under the Premises except as permitted
by applicable law and appropriate governmental
authorities. If requested by Lessor, Lessee shall furnish
Lessor with copies of all environmental permits, if any,
required by governmental authorities with competent
jurisdiction with respect to the Premises or Lessee's
operations at the Premises. During the term of this
Lease, Lessee shall promptly notify Lessee in the event of
Lessee's discovery of, or Lessee's receipt of notice
concerning, any Hazardous Substances which are located on
or under or adjacent to, or are being or have been
released from, the Premises.
(b) INDEMNIFICATION. Lessee hereby indemnifies Lessor and
holds Lessor harmless from and against all loss,
liability, damage, expense, claim, cost, fine or penalty,
including costs of investigation and remediation, suffered
or incurred by Lessor as a result of (i) the violation by
Lessee (or Lessee's subtenants or assignees, or the
agents, contractors, customers or employees of same during
the term of the Lease of any Environmental Law, (ii) any
Hazardous Substances placed or disposed of on or under the
Premises or any adjacent premises by Lessee, its agents,
contractors, customers, employees (or Lessee's subtenants
or assignees, or the agents, contractors,
-5-
customers or employees of same) during the term of this Lease,
or (iii) any exacerbation during the term of this Lease of any
existing environmental condition by Lessee, its agents,
contractors, customers, employees (or Lessee's subtenants or
assignees, or the agents, contractors, customers or employees
of same). The foregoing indemnities shall survive and remain
in effect following the termination of this Lease. Lessor's
remedies hereunder against Lessee are not exclusive of common
law and statutory remedies otherwise available to Lessor, and
shall not be affected in any way if the liability or claim for
which indemnification is sought arises by reason of strict
liability. Lessor acknowledges that an above-ground diesel
storage tank exists and is operated by Lessee on the Premises.
(c) Definitions.
------------
(i) "Remediation," for purposes of this Lease, shall
mean all direct and indirect costs (including costs
by way of reimbursement of any regulatory agency)
reasonably incurred in connection with or arising
out of the investigation and remediation of any of
the matters covered by the foregoing indemnities,
including by way of illustration and without
limitation, reasonable attorney's fees,
investigation costs, penalties, fines and interest
imposed by any regulatory authority, reasonable
investigative fees and consulting fees, testing,
costs of removal of contaminated materials,
transportation of contaminated materials, and
landfill or other off-site disposal costs,
reasonable costs of replacement of contaminated
materials removed, reasonable costs of restoring the
Premises to substantially the condition existing as
of the date hereof, reasonable costs of on-site
treatment of contaminated soil and groundwater, and
reasonable costs of digging xxxxx and future
monitoring.
(ii) The term "Hazardous Substances" is defined for
purposes of this Lease as that term is defined under
the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended
(42 U.S.C. Sections 9601 et seq.) ("CERCLA"), and
any implementing regulations, and, in addition as
including any petroleum, crude oil or any fractions
thereof or any other substance or material
classified as toxic, hazardous or extremely
hazardous under any applicable federal, state or
local law, ordinance or requirement or any
governmental authority with competent jurisdiction.
(iii) The term "Environmental Laws" is defined for purposes of
this Lease as meaning CERCLA, the Resource Conservation
and Recovery Act (42 U.S.C. Sections 6901 et seq.), and
any other federal, state or local law, statute,
ordinance, regulation or rule (A) concerning hazardous,
toxic or dangerous wastes, substances or
-6-
materials, or (B) pertaining to the protection of the
environment.
19. EVENTS OF DEFAULT. Any of the following shall be deemed an event of
default by Lessee under this Lease:
(a) Failure by Lessee to timely pay any installment of rent or any
other monetary obligation under this Lease as and when due and
payable;
(b) The breach by Lessee of any other term or provision of
this Lease, and the continuance thereof for a period of
ten (10) days after receipt by Lessee of written notice
thereof from Lessor, provided if such breach is not
reasonably capable of being cured within such 10-day
period, Lessee shall not be in default hereunder to the
extent it proceeds and continues to proceed in good faith
to cure such breach as soon as reasonably practical;
(c) Lessee (i) making a general assignment for the benefit of
creditors, (ii) generally not paying its debts as they
become due, (iii) admitting in writing an inability to pay
its debts as they become due, (iv) filing a voluntary
petition in bankruptcy, (v) becoming insolvent, or (vi)
filing a petition seeking for itself any reorganization,
arrangement, composition, or readjustment of its debts or
other similar relief from its creditors generally; or
(d) An order or decree being entered by a court of competent
jurisdiction (i) adjudging Lessee as bankrupt or insolvent,
(ii) appointing a trustee, receiver, liquidator, custodian or
other similar official for Lessee, or (iii) ordering the
winding up or liquidation of Lessee's affairs.
20. REMEDIES. Upon the occurrence of any event of default as provided
herein which is continuing, Lessor shall have the right to:
(a) Terminate this Lease and enter into and upon the Premises,
retake possession thereof and expel Lessee therefrom, and to
recover from Lessee all costs and expenses (including
reasonable attorneys' fees) incurred by Lessor in connection
with retaking possession of the Premises;
(b) Recover from Lessee, upon demand, all rent or other sums
due or to become due to Lessor under the terms of this
Lease; provided, however, in the event Lessor relets the
Premises during the term hereof, Lessor shall give credit
to Lessee for the rent and other sums actually collected
by Lessor with respect to the term of such Lease
coinciding with the term of this Lease, less any costs and
expenses incurred by Lessor in reletting the Premises; or
(c) Without terminating this Lease, Lessor may exercise its
options under subparagraphs (a) and (b) above simultaneously.
-7-
(d) Exercise any other right or remedy available hereunder or
otherwise available at law or in equity.
Lessor may pursue any one or more of the foregoing remedies, and
pursuit of any of the foregoing remedies shall not prejudice the rights of
Lessor to pursue any other remedies.
21. QUIET ENJOYMENT. Provided Lessee performs its obligations and
covenants contained herein, Lessor covenants that Lessee shall peaceably and
quietly have, hold and enjoy the Premises during the term hereof free from
interference from Lessor and all persons claiming by or through Lessor.
22. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.
(a) Lessee's rights shall be subject to any bona fide
mortgage, deed of trust or other security interest which
is now or may hereafter be placed upon the Premises by
Lessor. Lessee shall, if requested by Lessor or Lessor's
lender, execute a separate agreement reflecting such
subordination and, further, shall be obligated to execute
such documentation as may facilitate Lessor's sale or
refinancing of the Premises, including but not limited to
an estoppel certificate substantially in the form attached
hereto as Exhibit "B" or a subordination, attornment and
non-disturbance agreement substantially in the form
attached hereto as Exhibit "C".
(b) In the event of a sale, assignment or transfer by Lessor
of its interest in the Premises or in this Lease (whether
by sale, default, foreclosure or otherwise) to a successor
in interest who expressly assumes the obligations of
Lessor under this Lease, Lessor shall thereupon be
released and discharged from its obligations and covenants
under this Lease, except those obligations that have
accrued prior to such sale, assignment or transfer.
Lessor's assignment of this Lease, or any or all of its
rights in this Lease, shall not affect Lessee's
obligations hereunder, and Lessee shall attorn and look to
the assignee as Lessor, provided Lessee has first received
written notice of such assignment. Provided, further,
however, that in the event that a lender of Lessor, its
successors or assigns shall become the owner of the
Premises through foreclosure or other similar judicial
process, then, in that event, the lender, its successors
or assigns shall have the right to cancel this Lease upon
ninety (90) days written notice to Lessee.
(c) Whether in connection with a sale or refinancing or otherwise,
Lessee shall be obligated to execute and deliver to Lessor or
its lender, an estoppel certificate substantially in the form
attached hereto as Exhibit "B" or such other documentation as
reasonably may be requested by Lessor or its lender, within
fifteen (15) days of receipt of a written request therefore.
23. LENDER'S NOTICE AND RIGHT TO CURE. Lessee agrees to be bound by
-8-
and to act in accordance with the provisions of paragraph 4 of Exhibit "C"
of the Lease, the same being incorporated herein as if fully set forth.
24. LESSOR'S DEFAULT. In the event of a default by Lessor under this
Lease, Lessee agrees that, in all events, Lessor's liability shall be limited to
the actual equity interest of Lessor in the Premises for the satisfaction of
Lessee's remedies under this Lease.
25. MISCELLANEOUS.
-------------
(a) FEES OF LEGAL COUNSEL. In the event either party to this
agreement shall employ legal counsel to protect its rights
hereunder or to enforce any term or provision hereof, the
party prevailing in any such action shall have the right to
recover from the other party all of its reasonable attorneys'
fees and expenses incurred in relation to such claims.
(b) FURTHER ASSURANCES. The parties agree that from time to time
hereafter, upon request, each of them will execute,
acknowledge and deliver such other instruments and documents
and take such further action as may be reasonably necessary to
carry out the intent of this agreement.
(c) MODIFICATION. Except as otherwise provided herein, no term or
provision contained herein may be modified, amended or waived
except by written agreement or consent signed by the party to
be bound thereby.
(d) BINDING EFFECT AND BENEFIT. This agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto, and
their respective successors and permitted assigns. Otherwise,
this agreement shall not create any rights for the benefit of
any third party.
(e) HEADINGS AND CAPTIONS. Subject headings and captions are
included for convenience purposes only and shall not affect
the interpretation of this agreement.
(f) NOTICE. All notices, requests, demands and other
communications permitted or required hereunder shall be in
writing, and shall either be (i) delivered in person, (ii)
delivered by express mail or other overnight delivery
service providing receipt of delivery, (iii) mailed by
certified mail or registered mail, postage prepaid, return
receipt requested, or (iv) sent by telex, telegraph or
other facsimile transmission as follows:
-9-
If to Lessee, addressed or delivered in person to:
(mailing address)
Xxxxxxxx Industries, Inc.
P. O. Xxx 00000
Xxxxxxxxx, XX 00000
(delivery address)
Xxxxxxxx Industries, Inc.
000 X. 0xx Xxxxxx
Xxxxxxxxx, XX 00000
With copy to:
Xxxxx X. Xxxxxxx
Xxxx & Xxxxxx, P.C.
P. O. Xxx 00000
Xxxxxxxxx, XX 00000-0000
If to Lessor, addressed or delivered in person to:
The Xxxxxxxx LLC
c/o Xxxxxx X. Xxxxxxxx
(mailing address)
Xxxxxxxx Industries, Inc.
P. O. Xxx 00000
Xxxxxxxxx, XX 00000
(delivery address)
Xxxxxxxx Industries, Inc.
000 X. 0xx Xxxxxx
Xxxxxxxxx, XX 00000
or to such other address as either party may designate by
notice. Any such notice or communication shall be deemed to
have been made when actually received by the addressee,
pursuant to (f)(i) above or one (1) business day after
initiation of delivery pursuant to (f)(ii)-(iv) above.
(g) SEVERABILITY. If any portion of this agreement is held
invalid, illegal, or unenforceable, such determination shall
not impair the enforceability of the remaining terms and
provisions herein.
(h) WAIVER. No waiver of a breach or violation of any term or
provision of this agreement shall operate or be construed as a
waiver of any subsequent breach or limit or restrict any right
or remedy otherwise available.
-10-
(i) RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies
expressed herein are cumulative and not exclusive of any
rights and remedies otherwise available.
(j) GENDER AND PRONOUNS. Throughout this agreement, the masculine
shall include the feminine and neuter and the singular shall
include the plural and vice versa as the context requires.
(k) ENTIRE AGREEMENT. This document constitutes the entire
agreement of the parties with respect to the lease of the
Premises and supersedes any and all other prior agreements,
oral or written, with respect to the subject matter contained
herein.
(l) GOVERNING LAW. This agreement shall be subject to and governed
by the laws of the State of North Carolina.
(m) INCORPORATION BY REFERENCE. All exhibits and documents
referred to in this agreement shall be deemed incorporated
herein by any reference thereto as if fully set out.
(n) COUNTERPARTS. This agreement may be executed in two or more
counterparts each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
(o) AUTHORITY. Each individual signing this agreement in a
representative capacity acknowledges and represents that
he/she is duly authorized to execute this agreement in such
capacity in the name of, and on behalf of, the designated
corporation or other entity.
(p) JOINT PREPARATION. This agreement shall be deemed to have been
prepared jointly by the parties hereto, and any uncertainty or
ambiguity existing herein shall not be interpreted against any
party by reason of its drafting of this agreement, but shall
be interpreted according to the application of the rules of
interpretation for arm's length agreements.
(q) MEMORANDUM OF LEASE. Upon request by either party, a
memorandum of this lease in customary form shall be
executed and delivered between Lessor and Lessee and
either party shall have the right to record such
memorandum of lease in the appropriate real estate
recording offices in the county where the Premises are
located. Provided, however, that the recordation of said
memorandum shall be subject to paragraph 22 hereof and
Lessee does hereby agree to cooperate in releasing any
said memorandum in furtherance thereof.
-11-
IN WITNESS WHEREOF, the parties have executed this agreement effective as
of the day and year aforesaid.
LESSOR:
THE XXXXXXXX LLC
/s/ XXXXXX X. XXXXXXXX [SEAL]
------------------------------
Xxxxxx X. Xxxxxxxx, Manager
LESSEE:
XXXXXXXX INDUSTRIES, INC.
/S/XXXXXX X. SPEIAMAN
----------------------
By: Xxxxxx X. Speiaman
Title: President
Attest:
/s/ Xxxxx Xxxxx
--------------------------------
______________________ Secretary
[Corporate Seal]
-00-
XXXXX XX XXXXX XXXXXXXX
XXXXXX XX XXXXXXXXXXX
I, a Notary Public, do hereby certify that Xxxxxx X. Xxxxxxxx personally
appeared before me this day and acknowledged that he is the manager of The
Xxxxxxxx LLC, a North Carolina limited liability company, and further
acknowledged the due execution of this instrument on behalf of and as the
authorized act and deed of such limited liability company.
Witness my hand and official stamp or seal, this the day of October, 29
1997.
/s/XXX X. XXXXXXX
-----------------
Notary Public
My commission expires:
1-29-2001
---------
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
I, a Notary Public of the County and State aforesaid, certify that Xxxxxx
X. Xxxxxxxx personally came before me this day and acknowledged that he is the
President of Xxxxxxxx Industries, Inc. and that by authority duly given and as
the act of the corporation, the foregoing instrument was signed in its name,
sealed with its corporate seal and attested by its Secretary.
Witness my hand and official stamp or seal, this the day of October, 29
1997.
/s/ XXX X. XXXXXXX
-------------------
Notary Public
My commission expires:
1-29-2001
---------
-13-
