EXHIBIT 10.68
COMMERCIAL LEASE
1. Parties. ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a Massachusetts corporation with a principal
mailing address of ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, LESSOR, which expression
shall include its heirs, successors and assigns where the context so admits,
does hereby lease to Quaker Fabric Corporation of Fall River, a Massachusetts
corporation, with a principal mailing address of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇, LESSEE, which expression shall include its successors,
executors, administrators and assigns where the context so admits, and LESSEE
hereby leases the following described premises:
2. Premises. The leased premises shall consist of a total of 61,762 square feet
in the property at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇, as follows:
Building No. 2, Main Chace Mill:
4,254 of first floor north annex, for delivery on or before June 1,
1998; 24,500 of the second floor of the main building, for delivery upon
lease execution; 4,254 of the second floor north annex, for delivery
upon lease execution; 24,500 of the third floor of the main building,
one-half of third floor for delivery upon lease execution, the second
half of third floor for delivery on or before May 1, 1998, and LESSEE
shall be granted three months of free rent on the second half of the
third floor from the delivery of the space; and 4,254 of the third floor
north annex, for delivery upon lease execution.
LESSOR's failure to deliver one or more of the above spaces on time
shall not be a breach hereunder so long as LESSOR uses reasonable efforts and
does deliver such space within a reasonable time following the promised date.
LESSOR's failure to delivery any of such spaces shall not affect LESSEE's lease
of such other spaces as are actually delivered.
3. Term. The term of the lease shall be for 24 months (2 years) commencing on
March 30, 1998 and ending on March 29, 2000.
4. Rent. LESSEE shall pay LESSOR rent for space actually delivered to LESSEE in
24 monthly installments, in advance, due on the first day of the month beginning
March 30, 1998, as follows:
$1.50 per square foot.
Base rent for 61,762 square feet of space, calculated at such rate,
would be $92,643.00 per year, payable in monthly installments of
$7,720.25 each.
Tenant shall also promptly pay, as additional rent, all costs of removal of its
trash, and all utilities to the leased premises that are separately metered to
the leased premises or any part thereof, whether such separate metering exists
at the commencement of this lease or is established by LESSOR at any time during
the term of this lease.
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5. Last Month's Rent. Upon the execution of this lease, LESSEE shall pay to
LESSOR the amount of $7,720.25, which shall be last month's rent.
6. First Month's Rent. Upon the execution of this lease, LESSEE shall pay LESSOR
the amount of $5,125.50, representing first month's rent, which rent shall
immediately become the property of LESSOR.
7. Utilities. LESSEE shall pay for all of its requirements for utilities,
including, but not limited to, gas, steam, water, electricity, garbage
collection, sewer charges, and heating and air conditioning its premises. In the
event that LESSOR shall elect to supply any of such utilities, LESSEE agrees to
purchase the same from LESSOR, providing the rate does not exceed the rate which
LESSEE would be required to pay to the utility company furnishing the same.
LESSOR may elect to require separate metering of any such utility. LESSEE
accepts the leased premises unheated (except as provided for herein), and agrees
to obtain LESSOR's written approval of the type of heating apparatus LESSEE
intends to use, which approval shall not be unreasonably withheld or delayed. In
all events, LESSEE shall have the right to separately meter any and all
utilities to the premises.
LESSOR agrees to light passageways and stairways during LESSEE's
business hours, and to furnish such cleaning service to common areas as is
customary in similar buildings in said city or town, all subject to interruption
due to any accident, to the making of repairs, alterations or improvements, to
labor difficulties, to trouble in obtaining fuel, electricity, service or
supplies from the sources from which they are usually obtained for said
building, or to any cause beyond LESSOR's control.
8. Use of Premises. It is understood, and LESSEE so agrees, that during the term
of this lease or any renewal thereof, the demised premises shall be used and
occupied by LESSEE only for its current business activity. LESSEE shall not use
any portion of the premises for storage or other services except in conjunction
with its business use and shall use the premises only for use that is permitted
under applicable federal, state and municipal laws and regulations.
9. Compliance with Laws. LESSEE acknowledges that no trade or occupation shall
be conducted in the leased premises or use made thereof which will be unlawful,
improper, noisy or offensive, or contrary to any law or any municipal by-law or
ordinance in force in the city or town in which the premises are situated.
10. Fire Insurance. LESSEE shall not permit any use of the leased premises which
will make voidable any insurance on the property of which the leased premises
are a part, or on the contents of said property or which shall be contrary to
any law or regulation from time to time established by the New England Fire
Insurance Rating Association, or any similar body succeeding to its powers.
LESSEE shall on demand reimburse LESSOR, and all other tenants, all extra
insurance premiums caused by LESSEE's use of the premises.
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11. Maintenance of Premises. LESSEE agrees to maintain the leased premises in
the same condition as they are at the commencement of the term or as they may be
put in during the term of this lease, reasonable wear and tear, damage by fire
and other casualty only excepted, and whenever necessary, to replace plate glass
and other glass therein, acknowledging that the leased premises are now in good
order and the glass whole. LESSEE shall not permit the leased premises to be
overloaded, damaged, stripped, or defaced, nor suffer any waste. LESSEE shall
obtain written consent of LESSOR before erecting any sign on the premises, which
consent shall not be unreasonably withheld or delayed.
12. Alterations. LESSEE shall not make structural alterations or additions to
the leased premises, but may make non-structural alterations provided LESSOR
consents thereto in writing, which consent shall not be unreasonably withheld or
delayed. All such allowed alterations shall be at LESSEE's expense and shall be
in quality at least equal to the present construction. LESSEE shall not permit
any mechanic's liens, or similar liens, to remain upon the leased premises for
labor and materials furnished to LESSEE or claimed to have been performed at the
direction of LESSEE and shall cause any such lien to be released of record
forthwith without cost to LESSOR. Any alterations or improvements made by LESSEE
shall become the property of LESSOR, except as set forth in Exhibit B attached,
at the termination of occupancy as provided herein. All alterations and
improvements shall be done by licensed tradesmen and companies, under all
necessary local permits and according to all local building codes and
regulations, using first-class materials. All such tradesmen and companies shall
have worker's compensation insurance in effect prior to beginning work on the
premises, and all activities of such tradesmen and companies shall be covered by
existing comprehensive general liability and property damage insurance policies
in limits equal to those set forth in paragraph 17 of this lease. LESSEE shall
provide LESSOR with written proof of all such insurance prior to commencement of
work.
13. Assignment - Subleasing. LESSEE shall not assign or sublet the whole or any
part of the leased premises without LESSOR's prior written consent, which
consent shall not be unreasonably withheld or delayed. Notwithstanding such
consent, LESSEE shall remain liable to LESSOR for the payment of all rent and
for the full performance of the covenants and conditions of this lease.
14. Subordination. This lease shall be subject and subordinate to any and all
mortgages, deeds of trust and other instruments in the nature of a mortgage, now
existing or existing at any time hereafter, and LESSEE shall, when requested,
promptly execute and deliver such written instruments as shall be necessary to
show the subordination of this lease to said mortgage, deeds of trust or other
instruments in the nature of a mortgage, provided, however, that all such
lenders shall execute a standard Non-Disturbance Agreement.
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15. LESSOR's Access. LESSOR or agents of LESSOR may, at reasonable times, enter
to view the leased premises and may remove placards and signs not approved and
affixed as herein provided, and make repairs and alterations as LESSOR should
elect to do so, without unreasonably interfering with LESSEE's right of quiet
enjoyment, and may show the leased premises to others, and at any time within
three (3) months before the expiration of the term, may affix to any suitable
part of the leased premises a notice for letting or selling the leased premises
or property of which the leased premises are a part and keep the same so affixed
without hindrance or molestation.
16. Snow and Ice. The removal of snow and ice from the sidewalks and parking lot
bordering upon the leased premises shall be LESSOR's responsibility.
17. LESSEE's Liability Insurance. LESSEE shall maintain with respect to the
leased premises and the property of which the leased premises are a part,
comprehensive public liability insurance in the amount of $1,000,000/$2,000,000,
with property damage in limits of $500,000.00, in responsible companies
qualified to do business in Massachusetts and in good standing therein insuring
LESSEE against injury to persons or damage to the property as provided and also
naming LESSOR as additional insured. LESSEE shall deposit with LESSOR
certificates for such insurance prior to the commencement of the term, and
thereafter within thirty (30) days prior to the expiration of any such policies.
All such insurance certificates shall provide that such policies shall not be
canceled without at least ten (10) days prior written notice to each assured
named therein.
18. Fire, Casualty, Eminent Domain. Should a substantial portion of the leased
premises, or of the property of which they are a part, be substantially damaged
by fire or other casualty, or be taken by eminent domain, LESSOR or LESSEE may
elect to terminate this lease. When such fire, casualty, or taking renders the
leased premises substantially unsuitable for their intended use, a just and
proportionate abatement of rent shall be made.
19. Default/LESSOR's Remedies. It is covenanted and agreed that (a) if LESSEE
shall neglect or fail to perform or observe any of the covenants, terms,
provisions or conditions contained in this lease and on its part to be performed
or observed within fifteen (15) days after written notice of default, or such
additional time as is reasonably required to correct any such default (except
for payment of rent or other charges, in which case no notice shall be required
and said period shall be ten (10) days); or (b) if LESSEE shall desert or
abandon the demised premises (whether or not the keys shall have been
surrendered or the rent shall have been paid); or (c) any event shall occur or
any contingency shall arise whereby this lease, or the term and estate hereby
created, would (by operation of law or otherwise) devolve upon or pass to any
person, firm, or corporation other than LESSEE except as expressly permitted
herein; or (d) if the estate hereby created shall be taken on execution or by
any other process of law; or (e) if LESSEE shall be judicially declared bankrupt
or insolvent according to law; or (f) if any assignment shall be made of the
property of LESSEE for the benefit of creditors; or (g) if a receiver, guardian,
conservator, trustee in involuntary bankruptcy or other similar officer
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shall be appointed to take charge of all or any substantial part of LESSEE's
property by a Court of competent jurisdiction; or (h) if a petition shall be
filed for the reorganization of LESSEE under any provisions of the Bankruptcy
Code now or hereafter enacted, and such proceeding is not dismissed within sixty
(60) days after it is begun; or (i) if LESSEE shall file a petition for such
organization, or for arrangement under any provisions of the Bankruptcy Code now
or hereafter enacted and providing a plan for a debtor to settle, satisfy or
extend the time for the payment of debts - then, and in any of said cases
(notwithstanding any former breach of covenant or waiver of the benefit hereof
or consent in a former instance), LESSOR lawfully may, immediately or at any
time thereafter, and without demand or notice, enter into and upon the said
premises or any part thereof in the name of the whole and repossess the same as
of his former estate, and expel LESSEE and those claiming through or under it
and remove its or their effects (forcible, if necessary) without being deemed
guilty of any manner of trespass, and without prejudice to any remedies which
might otherwise be used for arrears or rent or preceding breach of covenant, and
upon entry as aforesaid, this lease shall terminate; and LESSEE covenants and
agrees, notwithstanding any entry or re-entry by LESSOR, whether by summary
proceedings, termination, or otherwise, to pay and be liable for on the days
originally fixed herein for the payment thereof, amounts equal to the several
installments of rent and other charges reserved as they would, under the terms
of this lease, become due if this lease had not been terminated or if LESSOR had
not entered or reentered, as aforesaid, and whether the demised premises be
relet or remain vacant, in whole or in part, or for a period less than the
remainder of the term, and for the whole thereof, but in the event the demised
premises be relet by LESSOR, LESSEE shall be entitled to a credit in the net
amount of rent received by LESSOR in reletting, after deduction of all expenses
incurred in reletting the demised premises (including, without limitation,
remodelling costs, brokerage fees, and the like), and in collecting the rent in
connection therewith. As an alternative, at the election of LESSOR, LESSEE will
upon such termination pay to LESSOR, as damages, such a sum as at the time of
such termination represents the amount of the excess, if any, of the then value
of the total rent and other benefits which would have accrued to LESSOR under
this lease for the remainder of the lease term if the lease terms had been fully
complied with by LESSEE over and above the then cash rental value (in advance)
of the premises for the balance of the term.
Should LESSEE continue in possession of the premises after the end of
the term herein with permission of LESSOR, it is agreed that the tenancy thus
created can be terminated by either party giving to the other party not less
than thirty (30) days written notice to expire on the day of the month from
which the tenancy commenced to run. In so continuing, LESSEE agrees to pay the
last minimum monthly rental plus twenty-five percent thereof and to keep and
fulfill all the other covenants and conditions of this lease.
If the LESSEE shall default, after reasonable written notice thereof, in
the observance or performance of any conditions or covenants on LESSEE's part to
be observed or performed under or by virtue of any of the provisions in any
article of this lease, the LESSOR, without being under any obligation to do so
and without thereby waiving such default, may remedy such default for the
account and at the expense of the
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LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the
payment of money in connection therewith, including but not limited to,
reasonable attorney's fees in instituting, prosecuting or defending any action
or proceeding, such sums paid or obligations incurred with interest at the rate
of twelve (12%) percent per annum and costs, shall be paid to the LESSOR by the
LESSEE as Additional Rent.
The specified remedies to which LESSOR may resort hereunder are
cumulative and not intended to be exclusive of any remedies or means of redress
to which LESSOR may at any time be lawfully entitled.
20. Notice. Any notice from LESSOR to LESSEE relating to the leased premises or
to the occupancy thereof shall be deemed duly served if left at the leased
premises, addressed to LESSEE. Any notice from LESSEE to LESSOR relating to the
leased premises or to the occupancy thereof shall be deemed duly served if
mailed to LESSOR by registered or certified mail, return receipt requested,
postage prepaid, addressed to LESSOR at such address as LESSOR may from time to
time advise in writing. All rent and notice shall be paid and sent to LESSOR at
▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Any notices sent from LESSOR to LESSEE will
also be sent to Quaker Fabric Corporation of Fall River, ATTN: Vice President
and General Counsel.
21. Security Measures. LESSEE shall have sole legal and financial responsibility
for providing reasonable and adequate security measures for its employees,
invitees, and property in and about the leased premises and to insure a safe and
secure work area. LESSEE's responsibilities include proper lighting, proper
locks for doors, and any other measures deemed proper by LESSEE. LESSEE holds
LESSOR harmless from any claim, loss, or damage resulting from conditions on the
premises deemed to have been unsafe or lacking in proper security and not caused
by LESSOR's negligence.
22. Parking. LESSEE's employees may make use of parking spaces in the parking
lot in numbers consistent with LESSEE's number of employees and in common with
all others entitled to use such area. LESSEE may leave up to two trailers
overnight at its loading docks, and may, with LESSOR's consent (which consent
shall not be unreasonably withheld or delayed), arrange to leave more than two
trailers overnight.
23. Broker. LESSEE and LESSOR warrant and represent to each other that no
broker, finder or agent introduced LESSEE to LESSOR or to the demised premises
and LESSEE and LESSOR agree to indemnify, defend and hold harmless each other of
and from any claims for a fee or commission by a broker, finder or agent with
whom LESSEE or LESSOR have dealt.
24. Unenforceable Clauses. If any provision of this lease shall be deemed to be
void or unenforceable by a court of competent jurisdiction, the remaining
provisions shall not thereby be affected.
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25. Default/Construction. The captions in this lease are for convenience and do
not affect the meaning of this lease. This lease shall be interpreted in
accordance with the laws of the Commonwealth of Massachusetts and may be amended
only by an instrument in writing signed by LESSOR and LESSEE. This lease shall
be binding upon and inure to the benefit of LESSOR and LESSEE and their
respective legal representatives, heirs, successors, and assigns, except as
otherwise specifically provided. This lease contains the entire and only
agreement between the parties and any and all statements and representations,
written and oral, including previous correspondence and agreements between the
parties hereto, are merged herein. LESSEE acknowledges that all representations
and statements upon which it relied in executing this lease are contained herein
and that LESSEE in no way relied upon any other statements or representations,
written or oral.
26. Pest Control. LESSEE shall at all times during the term of this lease
maintain the leased premises free of all mice, rats, cockroaches, and any and
all other pests, so-called, caused by or resulting from LESSEE's own use of the
premises, and pursuant thereto LESSEE shall at least once annually, and more
frequently if reasonably necessary, cause a thorough inspection to be made of
the leased premises by a licensed pest exterminating company or individual. And,
in the event that any pests, so-called, are discovered within the leased
premises, or in any other portion of the building of which they form a part,
LESSEE shall, forthwith, take all necessary steps for the eradication and
extermination of same. The duties and obligations of this paragraph shall be at
the LESSEE's sole cost and expense.
27. LESSEE Regulations. LESSEE further agrees to conform to the following
provisions during the entire term of this lease:
(a) No auction, fire, or bankruptcy sales may be conducted within the
premises without the previous written consent of LESSOR;
(b) LESSEE shall not use the areas or sidewalks adjacent to the premises
for business purposes without the previous written consent of the LESSOR;
(c) LESSEE shall secure LESSOR's written approval (which shall not be
unreasonably withheld or delayed) as to location of LESSEE's self contained
trash unit/compactor and trash removal plans and LESSEE shall refrain from
dumping, disposal, reduction, incineration or other burning of any trash,
papers, refuse or garbage of any kind in or about the premises;
(d) LESSEE shall not drill or make holes in any stone or brick work or
place or suffer to be placed or maintained on any exterior door, wall or window
of the premises, any sign awning or canopy, or advertising matter or other thing
of any kind, and will not place or maintain any decoration, lettering or
advertising matter on the glass of any window or door of the premises without
first obtaining LESSOR's written consent and approval, which won't be
unreasonably withheld or delayed;
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(e) LESSEE shall not perform any act or carry on any practice which may
injure the premises or any other part of LESSOR's property or cause any
offensive odors or constitute a nuisance or menace to any other occupant or
other persons in said property and in no event shall any noises or odors be
emitted from the premises;
(f) Except as herein otherwise provided, LESSEE shall open its business
in the premises at the beginning of the term of this lease, and diligently
conduct such business during the entire term hereof;
(g) No conduct or manner of occupancy by other tenants of the property
of which the premises are a part shall give rise to any claim against LESSOR for
damages or, unless 30 days' written notice of the problem and the opportunity to
cure are given by LESSEE to LESSOR, constitute a total or partial eviction,
constructive or otherwise;
(h) At the termination or expiration of this lease, LESSEE shall remove
such of its goods and effects as are not permanently affixed to the premises and
shall remove such of its alterations and additions as LESSOR may request or as
specifically identified on Exhibit B. LESSEE shall repair any damage caused by
such removal and shall peaceably yield up the premises and all alterations,
additions and improvements thereto (except such as the LESSOR has requested the
LESSEE to remove, or as specifically identified on Exhibit B) and all fixtures,
furnishings, floor coverings and equipment which are affixed to the demised
premises, which shall thereupon become the property of the LESSOR, clean and in
good order, repair and condition, damage by fire or casualty and reasonable and
ordinary wear and tear excepted;
(i) LESSEE shall supply and maintain at its own expense any fire
extinguishers, smoke detectors or other fire prevention equipment (except
sprinkler system, which shall be LESSOR's responsibility) now or hereafter
required by the law, rules, orders, ordinances and other regulations of the
city, county, or state in which the herein demised premises are located, and/or
required by any underwriters association, or any other similar body or agency
having jurisdiction involving the premises;
(j) LESSEE shall perform no act or carry on any practices that may be a
nuisance or detract from the attractiveness of LESSOR's property as a whole;
(k) LESSEE shall refrain from committing or suffering to be committed
any strip or waste upon, or any unlawful, improper or offensive use of, the
premises, common facilities, or land or any public or private nuisance or act or
thing which may disturb the quiet enjoyment of any other LESSEE, concessionaire,
or licensee or occupant of the property or customers or business invitees of the
LESSEE's thereof; and
(l) In addition to the foregoing, LESSEE shall at all times during the
term hereof comply with all other rules and regulations which LESSOR may at any
time or from time to time establish in LESSOR's sole discretion concerning the
use of the
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premises; provided, however, that any such rule or regulation so made shall not
be inconsistent with this lease, shall not be unreasonable, shall not interfere
with LESSEE's use and enjoyment of the premises for permitted uses, and shall be
enforced without discrimination among lessees similarly affected.
28. Indemnification of LESSOR. LESSEE agrees to indemnify and save LESSOR
harmless against and from any and all claims by or on behalf of any person, firm
or corporation, arising from the conduct or management of or from any work or
thing whatsoever done in the leased premises or done by LESSEE or any of its
agents, contractors, servants, employees or licensees or sub-lessees in or about
the leased premises. LESSEE also agrees to indemnify and save LESSOR harmless
against and from any and all claims arising from the date of this lease and
during the term of this lease or any extension, from any breach or default on
the part of LESSEE in the performance of any covenant or agreement on the part
of LESSEE to be performed, pursuant to the terms of this lease, or arising from
any act of negligence of LESSEE or any of its agents, contractors, servants,
employees, sub-lessees or licensees, arising from any accident, injury or damage
whatsoever caused to any person, firm or corporation occurring during the term
of this lease in the leased premises or upon or in the building and from and
against all costs, counsel and legal fees, expenses and liabilities incurred in
or about any such claim or action or proceeding brought against LESSOR by reason
of any such claim. LESSEE upon notice from LESSOR shall at its expense resist or
defend such action or proceeding by counsel reasonably satisfactory to LESSOR.
LESSEE covenants to pay and to indemnify LESSOR against all costs and
charges, including counsel and legal fees, lawfully and reasonably incurred in
obtaining possession of the leased premises and establishing LESSOR's title free
and clear of this lease and any leasehold mortgage of the leased premises upon
expiration or earlier termination of this lease or in enforcing any agreement by
LESSEE herein contained.
29. Indemnification of LESSEE. LESSOR agrees to indemnify and save LESSEE
harmless against and from any and all claims by or on behalf of any person, firm
or corporation, arising from the conduct or management of or from any work or
thing whatsoever done in the leased premises or building done by LESSOR or any
of its agents, contractors, servants, employees or licensees or sub-lessors in
or about the leased premises or building. LESSOR also agrees to indemnify and
save LESSEE harmless against and from any and all claims arising from any breach
or default on the part of LESSOR in the performance of any covenant or agreement
on the part of LESSOR to be performed, pursuant to the terms of this lease, or
arising from any act of negligence of LESSOR or any of its agents, contractors,
servants, employees, sub-lessors or licensees, arising from any accident, injury
or damage whatsoever caused to any person, firm or corporation occurring during
the term of this lease in the leased premises or upon or in the building and
from and against all costs, counsel and legal fees, expenses and liabilities
incurred in or about any such claim or action or proceeding brought against
LESSEE by reason of any such claim. LESSOR upon notice from LESSEE shall at its
expense resist or defend such action or proceeding by counsel reasonably
satisfactory to LESSEE.
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LESSOR covenants to pay and to indemnify LESSEE against all costs and
charges, including counsel and legal fees, lawfully and reasonably incurred in
obtaining possession of the leased premises and establishing LESSEE's title free
and clear of this lease and any mortgage of the leased premises upon expiration
or earlier termination of this lease or in enforcing any agreement by LESSOR
herein contained.
30. Surrender. The LESSEE shall at the expiration or other termination of this
lease, remove all LESSEE's goods and effects from the leased premises,
(including, without hereby limiting the generality of the foregoing, all signs
and lettering affixed or painted by the LESSEE, either inside or outside the
leased premises).
LESSEE shall deliver to the LESSOR the leased premises and all keys and
locks thereto, and other fixtures connected therewith and all alterations and
additions made to or upon the leased premises, with the exception of those
defined on Exhibit B, in the same condition as they were at the commencement of
the term, or as they were put in during the term hereof, reasonable wear and
tear and damage by fire or other casualty only excepted. In the event of the
LESSEE's failure to remove any of LESSEE's property from the premises, LESSOR is
hereby authorized, in its discretion and using whatever means LESSOR chooses, to
dispose of, sell, trade, discard, and otherwise deal with such property, all
such proceeds of such actions to be the property of the LESSOR without
obligation to account to LESSEE in any way.
31. Environmental Default Provision. Any unreasonable and material interference
with LESSEE's operations resulting from the presence of toxic or hazardous
substances on, under, in or adjacent to the premises or from remedial work not
caused by LESSEE and which continues to exist after thirty (30) days' written
notice of same to LESSOR shall be a material default for which LESSEE may
exercise any remedies set forth in this lease, including, but not limited to:
(a) abating rent, or (b) terminating this lease. LESSOR indemnifies and holds
LESSEE harmless from any loss or damage caused to LESSEE as the result of a
spill or presence of hazardous or toxic materials caused by the actions of
LESSOR.
32. Quiet Enjoyment. As long as the LESSEE shall perform the covenants and
agreements on its part herein made, it shall, at all times during the term
hereof, have the peaceable and quiet enjoyment of the leased premises without
let, hindrance or disturbance from the LESSOR, or from any person lawfully
claiming the said premises; but, nevertheless, the LESSOR shall have free access
to the leased premises at all reasonable times upon prior notice to LESSEE for
the purpose of making any alterations or repairs to the building that the LESSOR
may deem necessary or to show the premises to persons wishing to lease the same.
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33. Arbitration. In the event of any disputes arising as to the interpretation
or implementation of any of the terms hereof, such matter shall be settled by
submission to arbitration, and the same shall be settled in Fall River, MA, in
accordance with the procedural rules then obtaining of the American Arbitration
Association or any successor thereto.
34. LESSOR's Improvements. LESSOR shall complete the improvements listed on
Exhibit A hereto with reasonable promptness and in no event later than the dates
listed on Exhibit A, at its expense, but these improvements shall not delay the
commencement of this lease or reduce the rent due from LESSEE.
35. LESSEE's Improvements. LESSOR hereby consents to LESSEE's completion of the
improvements listed on Exhibit B hereto, at LESSEE's expense, all such work to
be done in compliance with the terms of this lease, including Sections 12 and 17
hereof.
IN WITNESS WHEREOF, LESSOR and LESSEE have hereunto set their hands and
common seals this 31st day of March, 1998.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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LESSOR: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Authorized Member
Quaker Fabric Corporation of Fall River
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, V.P.
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, duly authorized
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EXHIBIT A - LESSOR'S IMPROVEMENTS
LESSOR will:
1. remove cement pad in front of dock #5 within 30 days of lease
execution;
2. paint and upgrade west and center entrances to the building
within 45 days of lease execution;
3. relocate temporary electrical service running on the second floor
within 30 days of lease execution;
4. provide adequate fire alarm system with proper emergency signs,
pull stations and horns within 30 days of lease execution;
5. complete necessary upgrade to existing freight elevator to
finalize permit - COMPLETED;
6. widen opening leading to the freight elevator of the first floor
annex from 4 feet 6 inches to a minimum of 8 feet within 21 days
of lease execution; and
7. within 90 days relocate existing interior wall on first floor
currently establishing a travel aisle to elevator measuring 8
feet 4 inches wide to a minimum of 10 feet.
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EXHIBIT B - LESSEE'S IMPROVEMENTS
LESSOR approves LESSEE's completion of one or all of the following:
1. Prepare facility to support Quaker's operation -
* Ceilings - remove obsolete fixtures and hardware which may hinder
installation of equipment and operation. Scrap and paint (white).
* Walls - scrap, repair holes and paint (two tone ▇▇▇▇).
* Utilities - color code and identify with markings.
* Windows - repair and paint units located on north side of
building and annex.
* Floors - lightly sand and seal.
2. Construct access to utilities.
3. Install several window intake and exhaust fans throughout second and
third floors including north annex to improve ventilation.
4. *Install exterior lights at dock area and entrances to minimize security
risks and potential injury to personnel entering or exiting facility.
5. Remove and dispose interior structures located in annex building first,
second and third floors.
6. Remove old existing electric wiring, conduit and boxes replacing with
new services.
7. Refurbish bathrooms located on second and third floors.
8. Construct new offices on second and third floor of annex building.
9. Construct new cafeteria on second or third floor of annex building.
10. *Install a 50 to 75 horsepower air compressor (oil free cooling system)
with air dryer and tank.
11. *Install 10 to 12 ceiling suspended natural gas heaters taking
combustible air from exterior of building and exhaust of outside via
window.
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12. *Install ceiling suspended humidifiers throughout the second floor of
main building.
13. *Install a central vacuum system with piping suspended from ceiling and
filter canisters placed in annex building mounted to small gantry
depositing waste through floor to disposal unit.
14. *Cut opening on second floor of annex building to support to Toledo
scale flush with floor designed to weigh yarn cases.
15. *Install a vacuum hoist crane to assist associates with lighting yarn
cases onto skids.
16. *Install battery charging stations to support material handling
equipment.
17. *Install small steam box with water connection and drain to condition
novelty yarns.
18. *Install Quaker Fabric signs in clear view of street and driveway.
19. *Temporary store trash bin (BFI) at west side of main facility just
below overhead garage door.
20. Install concrete pad outside of main facility to support transformer
that can meet initial power requirements of 2,000 AMPS.
21. *Construct small room in annex building to house an electric switch
gear.
22. *Install additional phone, fax and data lines to support operations.
23. *Install antenna and repeater to transmit data to ▇▇▇▇▇▇▇ Avenue
facility via radio wave (bar code transmittal).
24. *Install interior lighting.
25. *Install compressed air to machinery.
26. *Install several vacuum systems (to clean lint off associates) stationed
along wall perimeter exhausting to outside via window.
27. *Diamond plate travel aisles located on third floor housing new raw
material storage.
28. *Install additional fire extinguishers strategically placed within
leased areas.
29. *Install systems to insure the highest level of security.
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30. Make any modification to leased areas to meet building code, fire and
insurance (IRI) regulations.
31. *Possibly install a vertical reciprocal lift connecting first floor
annex with second.
32. Possibly activate existing conveyor system located in annex building
connecting second floor with third.
NOTE: Items prefixed with an asterisk may be purchased and installed by Quaker
and removed following termination of lease.
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