CONFIDENTIAL
This Lease, dated the 11th day of July 1995 Between GENERAL XXXXXXXX GROUP,
INC., having a mailing address at Xxxxxxxx Way, X.X. Xxx 0000, Xxxx Xxxxxxx, Xxx
Xxxxxx 00000 hereinafter referred to as the Landlord, and
Parties
RBC BEARINGS, having a mailing address at X.X. Xxx 0000, Xxxxxxx, XX 00000-0000
hereinafter referred to as the Tenant, WITNESSETH: That the Landlord hereby
demises and leases unto the Tenant, and the Tenant hereby hires and takes from
the Landlord for the term and upon the rentals hereinafter specified, the
premises described as follows situated in the Township of Ewing County of Xxxxxx
and State of New Jersey, being a portion of the building (hereinafter referred
to as the "Facility") located on Xxxxxxxx Way which is referred to as Xxx 0,
Xxxxx 000.00 on page 5 of the Xxxxx Township Tax Map, which demised premises is
illustrated on Schedule A attached hereto and made a part hereof.
Premises
Term
The term of this demise shall be for five (5) years beginning August 1, 1995 and
ending July 31, 2000.
Rent
The rent for the demised term shall be One Million, One Hundred Fifty-seven
Thousand, Seven Hundred Dol1ars ($1,157,700.00), which shall accrue at the
yearly rate of Two Hundred Thirty-one Thousand, Five Hundred Forty Dollars
($231,540.00)
Payment of Rent
The said rent is to be payable monthly in advance on the first day of each
calendar month for the term hereof, in instalments of Nineteen Thousand, Two
Hundred Ninety-five and 00/100 Dollars ($19,295.00), plus additional rent as
hereinbelow described,
at the office of the Landlord
or as may be otherwise directed by the Landlord in writing.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
Peaceful
Possession
First.--The Landlord covenants that the Tenant, on paying the said rental and
performing the covenants and condition in this lease contained, shall and may
peaceably and quietly have, hold and enjoy the demised premises for the term
aforesaid.
Purpose
Second.--The Tenant covenants and agrees to use the demised premises as a
manufacturing plant, for storage and offices, and shipping and receiving goods,
wares and merchandise, and other related uses consistent with existing zoning
and other ordinances.
and agrees not to use or permit the premises to be used for any other purpose
without the prior written consent of the Landlord endorsed hereon.
Default in Pay-
ment of Rent
Abandonment
of Premises
Re-entry and
Reletting by
Landlord
Tenant Liable
for Deficiency
Lien of
Landlord to
Secure
Performance
Attorney's Fees
Third.--The Tenant shall, without any previous demand therefor, pay to the
Landlord, or its agent, the said rent at the times and in the manner above
provided. In the event of the non-payment of said rent, or any instalment
thereof, at the times and in the manner above provided, and if the same shall
remain in default for ten days after becoming due, or if the Tenant shall be
dispossessed for non-payment of rent, or if the leased premises shall be
deserted or vacated, the Landlord or its agents shall have the right to and may
enter the said premises as the agent of the Tenant, (2) without being liable for
any prosecution or damages therefor, and may relet the premises as the agent of
the Tenant, and receive the rent therefor, upon such terms as shall be
satisfactory to the Landlord, and all rights of the Tenant to repossess the
premises under this lease shall be forfeited. Such re-entry by the Landlord
shall not operate to release the Tenant from any rent to be paid or covenants to
be performed hereunder during the full term of this lease. For the purpose of
reletting, the Landlord shall be authorized to make such repairs or alterations
in or to the leased premises as may be necessary to place the same in good order
and condition. The Tenant shall be liable to the Landlord for the cost of such
repairs or alterations, and all expenses of such reletting. If the sum realized
or to be realized from the reletting is insufficient to satisfy the monthly or
term rent provided in this lease, the Landlord, at its option, may require the
Tenant to pay such deficiency month by month, or may hold the Tenant in advance
for the entire deficiency to be realized during the term of the reletting. The
Tenant shall not be entitled to any surplus accruing as a result of the
reletting. The Landlord is hereby granted a lien, in addition to any statutory
lien or right to distrain that may exist, on all personal property of the Tenant
in or upon the demised premises, to secure payment of the rent and performance
of the convenants and conditions of this lease. The Landlord shall have the
right, as agent of the Tenant, to take possession of any furniture, fixtures or
other personal property of the Tenant found in or about the premises, and sell
the same at public or private sale and to apply the proceeds thereof to the
payment of any monies becoming due under this lease, the Tenant hereby waiving
the benefit of all laws exempting property from execution, levy and sale on
distress or judgment. The Tenant agrees to pay, as additional rent, all
attorney's fees and other expenses incurred by the Landlord in enforcing any of
the obligations under this lease.(3)
Sub-letting and
Assignment
Fourth.--The Tenant shall not sub-let the demised premises nor any portion
thereof, nor shall this lease be assigned by the Tenant without the prior
written consent of the Landlord endorsed hereon.
Condition of
Premises,
Repairs
Fifth.--The Tenant has examined the demised premises, and accepts them in
their present condition (except as otherwise expressly provided herein) and
without any representations on the part of the Landlord or its agents as to the
present or future condition of the said premises. The Tenant shall keep the
demised premises in good condition, and shall redecorate, paint and renovate the
said premises as may be necessary to keep them in repair and good appearance.
The Tenant shall quit and surrender the premises at the end of the demised term
in as good condition as the reasonable use thereof will permit. The Tenant shall
not make any alterations, additions, or improvements to said premises without
the
Alterations and
Improvements
Sanitation,
Inflammable
Materials
Sidewalks
prior written consent of the Landlord. All erections, alterations, additions and
improvements, whether temporary or permanent in character, which may be made
upon the premises either by the Landlord or the Tenant, except furniture or
movable trade fixtures installed at the expense of the Tenant, shall be the
property of the Landlord and shall remain upon and be surrendered with the
premises as a part thereof at the termination of this Lease, without
compensation to the Tenant. The Tenant further agrees to keep said premises and
all parts thereof in a clean and sanitary condition and free from trash,
inflammable material and other objectionable matter. If this lease covers
premises, all or a part of which are on the ground floor, the Tenant further
agrees to keep the sidewalks in front of such ground floor portion of the
demised premises clean and free of obstructions, snow and ice.
Mechanics'
Liens
Sixth.--In the event that any mechanics' lien is filed against the
premises as a result of alterations, additions or improvements made by the
Tenant, the Landlord, at its option, after thirty days' notice to the Tenant,
may pay the said lien, without inquiring into the validity thereof, and the
Tenant shall forthwith reimburse the Landlord the total expense incurred by the
Landlord in discharging the said lien, as additional rent hereunder.
Glass
Seventh.--The Tenant agrees to replace at the Tenant's expense any and all
glass which may become broken in and on the demised premises.
Liability of
Landlord
Eighth.--The Landlord shall not be responsible for the loss of or damage
to property, or injury to persons, occurring in or about the demised premises,
by reason of any existing or future condition, defect, matter or thing in said
demised premises or the property of which the premises are a part, or for the
acts, omissions or negligence of other persons or tenants in and about the said
property. The Tenant agrees to indemnify and save the Landlord harmless from all
claims and liability for losses of or damage to property, or injuries to persons
occurring in or about the demised premises.
Services and
Utilities
Ninth.--Utilities and services furnished to the demised premises for the
benefit of the Tenant shall be provided and paid for as follows: water by the
Tenant; gas by the Tenant; electricity by the Tenant; heat by the Tenant;
refrigeration by the Tenant; hot water by the _____________. In addition to the
foregoing utilities, all other utilities for the entire Facility (defined in the
Rider attached hereto) of which the demised premises is a part, shall be paid
for by the Tenant including but not limited to oil, sewer, fire protection, snow
removal, lawn maintenance and Tenant's trash removal. The Landlord shall not be
liable for any interruption or delay in any of the above services for any
reason.
Right to Inspect
and Exhibit
Tenth.--The Landlord, or its agents, shall have the right to enter the
demised premises at reasonable hours in the day or night to examine the same, or
to run telephone or other wires, or to make such repairs, additions or
alterations as it shall deem necessary for the safety, preservation or
restoration of the improvements, or for the safety or convenience of the
occupants or users thereof (there being no obligation, however, on the part of
the Landlord to make any such repairs, additions or alterations), or to exhibit
the same to prospective purchasers and put upon the premises a suitable "For
Sale" sign. For three months prior to the expiration of the demised term, the
Landlord, or its agents, may similarly exhibit the premises to prospective
tenants, and may place the usual "To Let" signs thereon.
Damage by Fire,
Explosion,
The Elements or
Otherwise
Eleventh.--In the event of the destruction of the demised premises or the
building containing the said premises by fire, explosion, the elements or
otherwise during the term hereby created, or previous thereto, or such partial
destruction thereof as to render the premises wholly untenantable or unfit for
occupancy, or should the demised premises be so badly injured that the same
cannot be repaired within 4 days from the happening of such injury, then and in
such case the term hereby created shall, at the option of the Landlord, cease
and become null and void from the date of such damage or destruction, and the
Tenant shall immediately surrender said premises and all the Tenant's interest
therein to the Landlord, and shall pay rent only to the time of such surrender,
in which event the Landlord may re-enter and re-possess the premises thus
discharged from this lease and may remove all parties therefrom. Should the
demised premises be rendered untenantable and unfit for occupancy, but yet be
repairable within 5 days from the happening of said injury, the Landlord may
enter and repair the same with reasonable speed, and the rent shall not accrue
after said injury or while repairs are being made, but shall recommence
immediately after said repairs shall be completed. But if the premises shall be
so slightly injured as not to be rendered untenantable and unfit for occupancy,
then the Landlord agrees to repair the same with reasonable promptness and in
that case the rent accrued and accruing shall not cease or determine. The Tenant
shall immediately notify the Landlord in case of fire or other damage to the
premises.
Observation
of Laws,
Ordinances,
Rules and
Regulations
Twelfth.--The Tenant agrees to observe and comply with all laws,
ordinances, rules and regulations of the Federal, State, County and Municipal
authorities applicable to the business to be conducted by the Tenant in the
demised premises. The Tenant agrees not to do or permit anything to be done in
said premises, or keep anything therein, which will increase the rate of fire
insurance premiums on the improvements or any part thereof, or on property kept
therein, or which will obstruct or interfere with the rights of other tenants,
or conflict with the regulations of the Fire Department or with any insurance
policy upon said improvements or any part thereof. In the event of any increase
in insurance premiums resulting from the Tenant's occupancy of the premises, or
from any act or omission on the part of the Tenant, the Tenant agrees to pay
said increase in insurance premiums on the improvements or contents thereof as
additional rent.
Signs
Thirteenth.--No sign, advertisement or notice shall be affixed to or
placed upon any part of the demised premises by the Tenant, except in such
manner, and of such size, design and color as shall be approved in advance in
writing by the Landlord, which approval shall not be unreasonably withheld or
delayed.
Subordination
to Mortgages and Deeds
of Trust
Fourteenth.--This lease is subject and is hereby subordinated to all
present and future mortgages, deeds of trust and other encumbrances affecting
the demised premises or the property of which said premises are a part. The
Tenant agrees to execute, at no expense to the Landlord, any instrument which
may be deemed necessary or desirable by the Landlord to further effect the
subordination of this lease to any such mortgage, deed of trust or
encumbrance.(6)
Sale of
Premises
Rules and
Regulations of
Landlord
Sixteenth.--The rules and regulations regarding the demised premises,
affixed to this lease, if any, as well as any other and further reasonable rules
and regulations which shall be made by the Landlord, shall be observed by the
Tenant and by the Tenant's employees, agents and customers. The Landlord
reserves the right to rescind any presently existing rules applicable to the
demised premises, and to make such other and further reasonable rules and
regulations as, in its judgment, may from time to time be desirable for the
safety, care and cleanliness of the premises, and for the preservation of good
order therein, which rules, when so made and notice thereof given to the Tenant,
shall have the same force and effect as if originally made a part of this lease.
Such other and further rules shall not, however be inconsistent with the proper
and rightful enjoyment by the Tenant of the demised premises.
Violation of
Covenants,
Forfeiture of
Lease. Re-entry
by Landlord
Non-waiver
of Breach
Seventeenth.--In case of violation by the Tenant of any of the covenants,
agreements and conditions of this lease, or of the rules and regulations now or
hereafter to be reasonably established by the Landlord, and upon failure to
discontinue such violation within 7 days after notice thereof given to the
Tenant, this lease shall thenceforth, at the option of the Landlord, become null
and void, and the Landlord may re-enter without further notice or demand. The
rent in such case shall become due, be apportioned and paid on and up to the day
of such re-entry, and the Tenant shall be liable for all loss or damage
resulting from such violation as aforesaid. No waiver by the Landlord of any
violation or breach of condition by the Tenant shall constitute or be construed
as a waiver of any other violation or breach of condition, nor shall lapse of
time after breach of condition by the Tenant before the Landlord shall exercise
its option under this paragraph operate to defeat the right of the Landlord to
declare this lease null and void and to re-enter upon the demised premises after
the said breach or violation.
Notices
Eighteenth.--All notices and demands, legal or otherwise, incidental to
this lease, or the occupation of the demised premises, shall be in writing. If
the Landlord or its agent desires to give or serve upon the Tenant any notice or
demand, it shall be sufficient to send a copy thereof by registered (8)mail,
addressed to the Tenant at the demised premises, or to leave a copy thereof with
a person of suitable age found on the premises, or to post a copy thereof upon
the door to said premises. Notices from the Tenant to the Landlord shall be sent
by registered mail (9) or delivered to the Landlord at the place hereinbefore
designated for the payment of rent, or to such party or place as the Landlord
may from time to time designate in writing.
Bankruptcy,
Insolvency,
Assignment for
Benefit of
Creditors
Nineteenth.--It is further agreed that if at any time during the term of
this lease the Tenant shall make any assignment for the benefit of creditors, or
be decreed insolvent or bankrupt according to law, or if a receiver shall be
appointed for the Tenant, then the Landlord may, at its option, terminate this
lease, exercise of such option to be evidenced by notice to that effect served
upon the assignee, receiver, trustee or other person in charge of the
liquidation of the property of the Tenant or the Tenant's estate, but such
termination shall not release or discharge any payment of rent payable hereunder
and then accrued, or any liability then accrued by reason of any agreement or
covenant herein contained on the part of the Tenant, or the Tenant's legal
representatives.
Holding Over
by Tenant
Twentieth.--In the event that the Tenant shall remain in the demised
premises after the expiration of the term of this lease without having executed
a new written lease with the Landlord, such holding over shall not constitute a
renewal or extension of this lease. The Landlord may, at its option, elect to
treat the Tenant as one who has not removed at the end of his term, and
thereupon be entitled to all the remedies against the Tenant provided by law in
that situation, or the Landlord may elect, at its option, to construe such
holding over as a tenancy from month to month, subject to all the terms and
conditions of this lease, except as to duration thereof, and in that event the
Tenant shall pay monthly rent in advance at the rate provided herein as
effective during the last month of the demised term.
Eminent
Domain,
Condemnation
Twenty-first.--If the property or any part thereof wherein the demised
premises are located shall be taken by public or quasi-public authority under
any power of eminent domain or condemnation, this lease, at the option of the
Landlord, shall forthwith terminate and the Tenant shall have no claim or
interest in or to any award of damages for such taking.(10)
Security
Twenty-second.--The Tenant has this day deposited with the Landlord the
sum of $ -0- as security for the full and faithful performance by the Tenant of
all the terms, covenants and conditions of this lease upon the Tenant's part to
be performed, which said sum shall be returned to the Tenant after the time
fixed as the expiration of the term herein, provided the Tenant has fully and
faithfully carried out all of said terms, covenants and conditions on Tenant's
part to be performed. In the event of a bona fide sale, subject to this lease,
the Landlord shall have the right to transfer the security to the vendee for the
benefit of the Tenant and the Landlord shall be considered released by the
Tenant from all liability for the return of such security; and the Tenant agrees
to look to the new Landlord solely for the return of the said security, and it
is agreed that this shall apply to every transfer or assignment made of the
security to a new Landlord. The security deposited under this lease shall not be
mortgaged, assigned or encumbered by the Tenant without the written consent of
the Landlord.
Arbitration
Twenty-third.--Any dispute arising under this lease shall be settled by
arbitration. Then Landlord and Tenant shall each choose an arbitrator, and the
two arbitrators thus chosen shall select a third arbitrator. The findings and
award of the three arbitrators thus chosen shall be final and binding on the
parties hereto.
Delivery of
Lease
Twenty-fourth.--No rights are to be conferred upon the Tenant until this
lease has been signed by the Landlord, and an executed copy of the lease has
been delivered to the Tenant.
Lease
Provisions Not
Exclusive
Twenty-fifth.--The foregoing rights and remedies are not intended to be
exclusive but as additional to all rights, and remedies the Landlord would
otherwise have by law.
Lease Binding
on Heirs,
Successors, Etc.
Twenty-sixth.--All of the terms, covenants and conditions of this lease
shall inure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns of the parties hereto.
However, in the event of the death of the Tenant, if an individual, the Landlord
may, at its option, terminate this lease by notifying the executor or
administrator of the Tenant at the demised premises.
Twenty-seventh.--This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in nowise be affected, impaired or excused
because Landlord is unable to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with
the National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any governmental agency or by reason of the conditions of supply and
demand which have been or are affected by the war.
Twenty-eighth.--This instrument may not be changed orally.
This Lease is continued on a Rider and Footnote Addendum, both of which are
attached hereto and made a part hereof.
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and
seals the day and year first above written.
GENERAL XXXXXXXX GROUP, INC.
WITNESS: By: /S/ [ILLEGIBLE]
-------------------------(SEAL)
Landlord
/S/ [ILLEGIBLE] By [ILLEGIBLE]
----------------------------- ------------------------------
RBC BEARINGS
/S/ [ILLEGIBLE] By:
----------------------------- -------------------------(SEAL)
Tenant
RIDER TO LEASE AGREEMENT
BETWEEN
GENERAL XXXXXXXX GROUP, INC., AS LANDLORD
AND
RBC BEARINGS, AS TENANT
DATED JULY 11, 1995
-------------------------------------------
Twenty-ninth.--The demised premises is the cross-hatched areas shown on the
annexed Schedules "A-1", "A-2" and "A-3".
Thirtieth.--Tenant shall leave the demised premises broom-clean and shall remove
all machinery and equipment, repairing any resulting voids in the floors or
walls; provided that Tenant shall have no responsibility to repair the floors or
walls of any structure which Landlord intends to demolish, and Landlord agrees
to respond promptly in writing with respect to such intention at Tenant's
request. Landlord shall pay for any major structural repairs to exterior walls
and roofs. The Landlord and Tenant agree that the improvements listed below
(hereinafter referred to as the "Improvements") will be made to the building
located on Xxxxxxxx Way in Xxxxx Township which includes the demised premises
(hereinafter referred to as the "Facility"). The Landlord will be responsible
for having the Improvements completed and will obtain financing for them, but
the cost of the Improvements will be the responsibility of the Tenant to the
extent provided below, which cost will be paid monthly by the Tenant as
additional rent. These monthly payments will include principle based on the
fixed amortization periods described below, plus interest as charged by the
lender which has provided the financing for the Improvements to the Landlord.
The period over which the various Improvements will be amortized is set forth in
the table below, together with the current estimate of the cost. The Tenant
acknowledges and agrees that the current estimate of the cost may change before
it is finalized. The Tenant further agrees to pay the actual cost of the
Improvements, plus interest, to the extent that such costs are amortized during
the Term of the lease and any extensions thereof.
Amortization
Improvement (In Months) Total Cost
----------- ------------ ----------
Corporate and Plant Offices 60 $364,900
(Items 1, 2, 5, 6, 7, 9)
Painting (Item 8) 60 27,500
Lighting (Item 4) 120 125,000
Office HVAC (Item 3) 120 130,000
Resurface Parking Lot (Item 10) 96 55,850
--------
$703,250
The lease will start at the same time the payment for the improvements are
completed. No payment for improvements shall be made until the improvement is
completed.
The nature and scope of the Improvements which the Landlord has agreed to make
pursuant to this paragraph are more specifically described in the Items
referenced above which appear on the proposal dated June 19, 1995 which is
attached hereto as Exhibit "A" and made a part hereof. (The parties acknowledge
that the proposal does not include replacing the plant doors, and that the
Landlord may determine to use a contractor other than the one who prepared the
proposal.) Based upon the figures in the above table (but subject to adjustment
as hereinabove provided), the specific amount that the Tenant will pay towards
the Improvements is $9,246.77 per month plus the amount of interest charged to
the Landlord by its lender for the 60 month term of the lease. (If, for example,
the calculation was based upon today's prime rate and level loan amortization,
this would translate into a monthly payment of principal and interest of
$11,517.59. If the lease is extended beyond the initial 60 month term, the
payments for the Improvements (subject to adjustment as hereinabove provided)
would be $25,707 plus interest through the 96th month. If the lease is extended
beyond the 96th month to a term of up to 120 months, the payments for months 96
through 120 would be $2,125(subject to adjustment as hereinabove provided) plus
interest. Anything herein to the contrary not withstanding, the pricing of the
Improvements' amortization described above is intended solely to demonstrate the
method in which the Landlord's expense in providing the Improvements will be
liquidated. The term of this lease remains at five years, subject to the
Tenant's option to extend contained in paragraph Forty-Fifth below, and subject
further to the Tenant's option to terminate as described in paragraph
Thirty-sixth below.
In addition to the above-identified improvements, the Landlord may choose (but
shall not be obligated to) replace the heating system in the Facility. In that
event, the amount of the reduction in the Tenant's energy costs associated with
such replacement shall be paid to the Landlord on a monthly basis.
Thirty-first.--Subject to the requirement that the Landlord and tenants
other than the Tenant remove their own industrial waste as provided for in
paragraph Thirty-third, Tenant agrees to provide at its sole cost and expense
all utilities and services to the Facility, and not just those utilities
required for the demised premises. The utilities for which the Tenant shall be
responsible include but are not limited to the cost of electricity, gas, oil,
water, sewer, fire protection, snow removal, lawn maintenance and Tenant trash
removal. In addition, the Tenant further agrees to be responsible for the
routine maintenance of any heating and Tenant air conditioning apparatus, in all
instances for the entire Facility including the areas retained by Landlord. In
the event that the Landlord chooses in its sole discretion to replace air
conditioning apparatus in the Facility, the Tenant's maintenance obligation for
such new equipment shall be limited to normal maintenance including, by way of
illustration and not of limitation, filter replacement. If new air conditioning
apparatus is purchased by the Landlord, it will
- 2 -
be covered by the manufacturer's warranty and the Landlord will be responsible
for enforcing that warranty. Anything herein to the contrary notwithstanding,
however, in the event that the Landlord increases the intensity of its
operations by, for example, adding XxXxxxx Steel's operations to the Facility,
the Landlord will reimburse the Tenant for the cost of the increased utilities
usage.
Thirty-second.--Tenant agrees to maintain fire and security protective
service and supervisory service for the Facility at all times during the term of
this Lease. Tenant further agrees to pay for any routine service with respect to
the sprinkler system in the demised premises.
Thirty-third.--With respect to servicing of sanitary sewage, it is
understood and agreed that the Tenant shall assume this obligation for the
entire Facility and further agrees that it will give the Landlord the privilege
of using said facilities for its own use with respect to the demised premises;
provided, however, that the Landlord shall be responsible and hold harmless and
indemnify the Tenant for any discharges into the sanitary sewer by the Landlord,
by Landlord's lessees (other than the Tenant) or by anyone with the permission
of the Landlord, and Landlord shall inform Tenant of any such discharges in
violation of Tenant's industrial wastewater permit within 72 hours of Landlord's
becoming aware of same. The Landlord agrees that it will release any treated
wastewater from this process into sewer lines below the point of testing for the
Tenant. The Landlord will be solely responsible for the testing of this
discharge wastewater. Landlord and Tenant will each bear the responsibility for
the cost of the removal and servicing of their own respective hazardous,
industrial, special production and municipal waste. Landlord and Tenant will
each hold harmless and indemnify the other for any liability with respect to
such removal and servicing. Notwithstanding the provisions of paragraph Ninth of
this Lease, in the event that the Landlord increases operations at the facility
such as through the addition of new tenants, the Landlord will reimburse the
Tenant for the additional usage resulting from such additional tenants.
Thirty-fourth.--(a) Tenant shall, at Tenant's own expense, comply with the
Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations
promulgated thereunder and any amending and successor legislation and
regulations ("ISRA") that apply to Tenant. Any remedial action required to be
undertaken by the Tenant shall be limited to (i) contamination caused by the
Tenant's operations and activities in the demised premises, and (ii) portions of
the Facility not included within the demised premises which have been
contaminated by the Tenant's operations
- 3 -
and activities. Further, the Tenant shall not have any obligations under this
Lease with respect to Damages, as that term is defined in paragraph 3 of that
certain Inventory Purchase and Indemnification Agreement dated March 16, 1992
between Roller Bearing Company of America, Inc. and General Xxxxxxxx Group, Inc.
against which the Tenant is indemnified and saved harmless under said Agreement.
The Landlord shall be responsible for remedial action required with respect to
(i) the portions of the Facility lying outside of the demised premises, as well
as (ii) contamination occurring within the demised premises which is the result
of the Landlord's operations and activities.
(b) The costs of preparing all required submissions to the DEP and
performing sampling shall be borne by the party who has triggered ISRA
compliance (the "Triggering Party"). These obligations, as distinguished from
the allocation of responsibility for remediation, shall extend to the entire
Facility. The party which has not triggered ISRA shall cooperate with the
Triggering Party by (i) executing properly completed and accurate documents
required to comply with ISRA at no cost to the Triggering Party; and (ii)
undertaking any other actions required to comply with ISRA so long as the cost
of those actions is borne by the Triggering Party.
(c) Provided this Lease is not previously cancelled or terminated by
either party or by operation of law, Tenant shall commence its ISRA submission
to the DEP in anticipation of the end of the lease term, no later than nine
months prior to the expiration of the lease term.
(d) Promptly upon the receipt or generation by either party or their
representatives of environmental documentation concerning the other, each party
shall deliver such environmental documentation to the other.
(e) Tenant shall notify Landlord, and Landlord shall notify Tenant
in advance of all meetings scheduled between Tenant or Landlord or their
representatives and NJDEP or any other environmental authority, and either party
or their representatives shall have the right, without the obligation, to attend
and participate in all such meetings.
(f) Should the Element or any other division of NJDEP or other
governmental authority determine that a remedial action workplan be prepared and
that remediation be undertaken because fill materials, or hazardous or toxic
substances, pollutants or wastes exist, or have been spilled, discharged or
placed in, on, or under or about the demised premises during the lease term,
which are the Tenant's responsibility under subparagraph Thirty-fourth (a)
above, Tenant shall, at Tenant's own expense, promptly prepare and submit a
remedial action workplan. Which plan if required shall be satisfactory to NJDEP,
and shall promptly implement the approved remedial action
- 4 -
workplan to the satisfaction of NJDEP. However, unless specifically otherwise
agreed in writing by the Landlord, in no event shall Tenant's remedial action
involve engineering or institutional controls, including without limitation
capping, deed notice, declaration of restriction or other institutional control
notice pursuant to P.L. 1993, c.139. Promptly upon completion of all required
investigatory and remedial activities, Tenant shall restore the affected areas
of the premises from any damage or condition caused by the work, including
without limitation closing, pursuant to law, any xxxxx installed at the
premises. In the event the Landlord shall undertake remediation or investigatory
activities in the demised premises, the Landlord shall restore the affected
areas of the demised premises from any damage or condition caused by the work
including, without limitation, closing, pursuant to law, any xxxxx installed at
the premises.
(g) If as a result of contamination defined under paragraph
Thirty-fourth, Tenant fails to obtain either: (i) an unconditional approval of
Tenant's negative declaration; or (ii) a no further action letter with respect
to Tenant's remedial action workplan; (collectively referred to as "ISRA
Clearance") from the Element prior to the expiration or earlier termination of
the lease term, then upon the expiration or earlier termination of the lease
term Landlord shall have the option either to consider the Lease as having ended
or to treat Tenant as a holdover tenant in possession of the premises. If
Landlord considers the Lease as having ended, then Tenant shall nevertheless be
obligated to promptly obtain ISRA Clearance. If Tenant's failure to obtain ISRA
Clearance has made the demised premises unrentable and to treat the Tenant as a
holdover tenant (such determination hereinafter referred to as a "Holdover
Determination"), then Tenant shall pay monthly to Landlord the regular and
additional monthly rent which Tenant would otherwise have paid, until such time
as Tenant obtains ISRA Clearance, and during the holdover period all of the
terms of this Lease shall remain in full force and effect. The Landlord agrees
that it will not make a Holdover Determination if the demised premises is
rentable. If the Tenant provides written notice to the Landlord that it disputes
the Landlord's Holdover Determination within ten business days of Tenant's
receipt thereof, the Tenant shall be entitled to seek arbitration on the issue
of whether the demised premises is rentable. Such arbitration shall be conducted
in Xxxxxx County, New Jersey pursuant to the rules of the American Arbitration
Association. In the event that the Landlord and the Tenant are not able to agree
on a single arbitrator, each of the Landlord and the Tenant shall select their
own arbitrator, and those two arbitrators shall select a third. The
determination of the majority of the arbitrators selected shall be binding on
both parties.
(h) Tenant and Landlord shall permit each other and their agents,
servants and employees, including but not limited to legal counsel and
environmental consultants and
- 5 -
engineers, access to portions of the Facility under their respective control for
the purposes of environmental inspection and sampling during regular business
hours, or during other hours either by agreement of the parties or in the event
of any environmental emergency. Neither party shall restrict access, nor impose
any unreasonable conditions to access. In the event that an environmental
inspection shall include sampling and testing, each party shall use its best
efforts to avoid unreasonably interfering with the other's use of the premises,
and upon completion of sampling and testing shall, to the extent reasonably
practicable, repair and restore the affected areas of the premises from any
damage caused by the sampling and testing.
(i) Tenant shall indemnify, defend and hold harmless Landlord from
and against all claims, liabilities, losses, damages, penalties and costs,
foreseen or unforeseen, including without limitation counsel, engineering and
other professional or expert fees, which Landlord may incur resulting directly
or indirectly, wholly or partly from Tenant's action or non-action with regard
to Tenant's obligations under this paragraph. Landlord shall indemnify, defend
and hold harmless Tenant from and against all claims, liabilities, losses,
damages, penalties and costs, foreseen or unforeseen, including without
limitation counsel, engineering and other professional or expert fees, which
Tenant may incur resulting directly or indirectly, wholly or partly from
Landlord's action or non-action with regard to Landlord's obligations under this
paragraph.
(j) This paragraph shall survive the expiration or earlier
termination of this Lease.
Thirty-fifth.--Tenant shall have the sole use of the hazardous waste
detention bunker located adjacent to the heater tank farm on the east side of
the Facility, said use to be at Tenant's sole risk. Tenant shall indemnify and
save the Landlord harmless from all claims and liability arising from or related
to Tenant's use of the aforementioned bunker, including reasonable attorneys'
fees and legal costs. Said bunker shall be considered to be part of the demised
premises.
Thirty-sixth.--At any time after the 34th month of the term of this Lease
the Tenant shall have the right to terminate this Lease by providing the
Landlord with a minimum of nine month's written notice. In no event shall this
Lease be terminated any sooner than 43 months after it commences. If the Tenant
chooses to terminate this Lease in accordance with this paragraph, the Tenant
shall pay to the Landlord upon the effective date of such termination,
cancellation charges equal to 30% of the remaining rent due under the Lease and
30% of the additional rent representing real estate taxes on the demised
premises for the balance of the term of the Lease. In addition to the aforesaid
termination charges, the Tenant shall also pay the balance of its share of the
actual cost of the improvements identified in paragraph Thirtieth.
- 6 -
Thirty-seventh.--Tenant agrees to hold the Landlord harmless for claims
arising out of the Tenant's use of the demised premises, and agrees that
insurance covering the Tenant's liability shall be maintained throughout the
life of the Lease or a renewal thereof, with a certificate of insurance
furnished to the Landlord from time to time by the Tenant indicating the limit
applying to each person and to each accident for bodily injury liability, limit
applying to each accident and the aggregate limit applying to property damage
liability, which limits shall be no less than $1 Million. Tenant shall maintain
at its sole cost fire and hazard insurance covering the Facility, in the amount
of $3.5 Million or such other amount as may be mutually agreed by the parties to
reflect a changed value, and shall cause Landlord to be added to said insurance
as a named insured. Tenant shall deliver certificates of such insurance coverage
to Landlord upon request.
Thirty-eighth. - Tenant agrees that, in addition to the annual rental, as
additional rent it shall assume and pay all real estate taxes and sewer rents on
the entire property, including any future increases thereof. The Landlord will
reimburse the Tenant for that portion of the real estate taxes imposed with
respect to the Facility which are not occupied by the Tenant. It is anticipated
that the Landlord's reimbursement to the Tenant will amount to 34.62% of the
total amount of taxes imposed on the Facility. Tenant shall have the right to
contest, at its own expense, before the appropriate tribunals and authorities,
any real estate tax or assessment, levied, assessed or imposed on the demised
premises during the term of this Lease. Landlord, at no expense to it, shall
cooperate with Tenant in such contest. From any refund obtained by Tenant,
Tenant may deduct and retain the costs and expenses of such proceeding and the
balance of such refund, to the extent of Tenant's payment for or liability for
taxes for the years concerned, shall belong to and be the sole property of
Tenant. Any excess real estate taxes which shall be paid by Tenant hereunder
shall be adjusted and pro-rated at the expiration of the term hereof in the
event that the then current tax year and the expiration of the term hereof do no
coincide. If any increase in real estate taxes occurs as a result of an action
made by Landlord, i.e. sale of the building, then the Landlord shall be
responsible for any resulting increase of the taxes.
Thirty-ninth.--It is understood and agreed by and between the parties
hereto that Landlord shall have the right to assign the proceeds of this Lease
for its financial purposes.
Fortieth.--Tenant shall be solely responsible for any claims or
liabilities resulting from discharges or emissions by Tenant, and Tenant shall
hold harmless and indemnify Landlord against any claim arising therefrom. With
respect only to the relationship between Landlord and Tenant, Landlord shall be
solely responsible for any claims or liabilities resulting from discharges or
emissions by anyone other than Tenant (including the Landlord and other parties
utilizing the Facility), and
- 7 -
Landlord shall hold harmless and indemnify Tenant against any
claims arising therefrom.
Forty-first.--Tenant hereby grants the right to the Landlord to construct
and lay a water line from a fire plug presently existing adjacent to the demised
premises to the premises now or formerly occupied by the Winner Manufacturing
Co., Inc., or to any future building that may be erected on the Landlord's
premises, for the period of the duration of the Lease, at Landlord's sole cost
and expense.
Forty-second.--All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been given if delivered by hand or mailed, certified or registered mail with
postage prepaid:
(a) If to Landlord, to:
General Xxxxxxxx Group, Inc.
Xxxxxxxx Xxx, X.X. Xxx 0000
Xxxx Xxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Trainer
With a copy to
Fox, Rothschild, O'Brien & Xxxxxxx
000 Xxxxx Xxxxx
Xxxxxxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
or to such other person or address as Landlord shall furnish Tenant in writing.
(b) If to Tenant, to:
RBC Bearings
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxxxxxx,
Executive Vice President
or to such other person or address as Tenant shall furnish Landlord in writing.
Forty-third.--Landlord shall at any time and from time to time upon not
less than ten day's prior notice from Tenant, execute, acknowledge and deliver
to Tenant a statement in writing setting for the commencement date, the
termination date and the rent under this Lease and certifying (i) that this
Lease is unmodified and in full force and effect (or if there has been any
modification, that the same is in full force and effect as modified and stating
the modification), (ii) the dates to which the rent has been paid in advance if
any, (iii) whether or not
- 8 -
the knowledge of Landlord, Tenant is in default in performance of any of its
obligations under this Lease and, if so, specifying each such default of which
Landlord may have knowledge, (iv) whether Landlord has made any claims against
Tenant under this Lease and, (v) whether there exist any offsets or defenses
against enforcement of any of the terms of this Lease upon the part of Landlord
to be performed, and if so, specifying the same, and (v) such further
information with respect to this Lease or the premises as Tenant may reasonably
request, it being intended that such statement delivered pursuant hereto, shall
be binding upon Landlord and may be relied upon by Tenant, by any lessee or
prospective lender to Tenant. The failure to deliver such statement within such
time shall be conclusive upon Landlord that this Lease is in full force and
effect without modification, and except as may be represented by Tenant, there
are no uncured defaults by Tenant.
Forty-fourth.--Landlord hereby gives Tenant the right to place a mortgage
on the leasehold estate during the lease term and any renewal thereof, and
Landlord agrees to execute any document that Tenant's lender may reasonably
require.
Forty-fifth.--The Tenant shall have the option to extend the term of this
lease for one two-year period upon the same terms and conditions as are herein
provided, except that the base rent shall be increased in proportion to the
increase in the Consumer Price Index as more fully described below, and the
Tenant shall be obligated to make certain additional payments in connection with
the Improvements described in paragraph Thirtieth, also described below.
The base annual rent payable under this Lease during the two year
renewal term shall equal the initial annual rent of $231,540.00 multiplied by a
fraction, the numerator of which is the Consumer Price Index for Urban Wage
Earners and Clerical Workers for the Philadelphia--New Jersey Area (hereinafter
referred to as the "CPI") for the month of July in the year 2000 and the
denominator of which shall be the CPI for the month of August, 1995. The new
annual rent, which is the product of the initial annual rent multiplied by said
fraction, shall be paid in 12 equal monthly installments on the first day of
each and every month during the two year option period, together with all
additional rent and other payments herein provided for.
During the two year option period, the Tenant shall also continue to
pay in each year the annual amounts which had previously been paid by Tenant as
the Tenant's share of the Improvements described in paragraph Thirtieth.
Tenant's option to extend the term of this Lease for the two year
option period provided for in this paragraph shall be exercised by the Tenant
giving written notice in the manner provided for in this Agreement at least nine
months
- 9 -
prior to the expiration of the initial five year term of this Lease. It shall be
a condition precedent to the exercise of this option that at the time of the
exercise thereof, the Tenant shall not be in default under this Lease.
Forty-sixth.--All exhibits to this Lease any and all rider and footnote
provisions attached to this Lease are hereby incorporated into this Lease. If
any provision contained in any rider hereto is inconsistent or in conflict with
any printed provision of this Lease, the provision contained in such rider shall
supersede said printed provision and shall control.
Forty-seventh.--All consents and approvals required under this Lease by
either party shall not be unreasonably withheld or delayed.
Forty-eighth.--Tenant shall repair and maintain the parking areas at
Tenant's own cost and expense.
Forty-ninth.--Nothing in this Lease is intended to abrogate or otherwise
diminish the force or effect of the indemnification contained in the Inventory,
Purchase and Indemnification Agreement more fully described in paragraph
Thirty-fourth. Rather, Tenant and Landlord intend that the indemnification shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seals the day and
year above written.
ATTEST: GENERAL XXXXXXXX GROUP, INC.
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
----------------------- By:--------------------------
Chairman
ATTEST: RBC BEARINGS
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
----------------------- By:---------------------------
- 10 -
[TEXT ILLEGIBLE]
Please consider this proposal dated June 19, 1995 for renovation of Roller
Bearing Corporate Offices as per prints dated 5/1/95.
1. Demolition and removal of old piping. ................ $ 39,000.
2. Construct new corporate and plant offices
including: Block work, metal studs,
drywall, doors, windows and trim. ................... 210,500.
3. A/C and heat, corporate and plant offices only......... 130,000.
4. Electric work, corporate and plant offices,
including: Lighting, receptacles,
emergency lighting, transformers and panels. ....... 125,000.
5. Plumbing for corporate and plant offices,
cafeteria and lunchroom, and water fountains. ....... 53,000.
6. Sprinkler system. Relocation of Main and Heads
in corporate and plant offices. ..................... 38,000.
7. Floor Covering. ....................................... 26,400.
8. Paint and Stain. ...................................... 27,500.
9. Concrete work on first floor. Remove wood block
floor. Dispose by others. Pour 3" concrete.
4000 psi, secure pour to existing floor. ............ 32,000.
10. Pave parking lot main entrance, ...................... 55,860.
-------------
TOTAL OF ABOVE $ 737,250.
Acceptance of Proposal -- The above prices, specifications and conditions are
satisfactory and are hereby accepted. You are authorized to do the work as
specified. Payment will be made as outlined above.
Signature ------------------
Date of Acceptance:
------------------------- Signature
-----------------
Exhibit "A"
Schedule "A"
[FLOOR PLAN]
- Main Floor
- RBC (Cross hatch)
Schedule
A-1
-RBC Office, 2nd Floor
[FLOOR PLAN]
Schedule
A-2
[Drawing showing location of RBC building at Xxxxxxxx Way]
Schedule
A-3
FOOTNOTE ADDENDUM TO LEASE AGREEMENT
BETWEEN
GENERAL XXXXXXXX GROUP, INC., AS LANDLORD
AND
RBC BEARINGS, AS TENANT
DATED JULY 11,1995
-----------------------------------------------
This Addendum contains footnotes to the Lease Agreement (the "Lease")
between General Xxxxxxxx Group, Inc., as Landlord, and RBC Bearings, as Tenant.
1. Notwithstanding the term described on the first page of the preprinted
form of the Lease, the term of the Lease will commence on the first day of the
month immediately following the completion of the improvements, and continue for
a period of five years from that commencement date. The Tenant also shall have
the option to extend the term of the Lease for two years as more fully described
in paragraph Forty-fifth of the Rider to Lease Agreement.
2. Pursuant to operation of law
3. Nothing in this paragraph Third shall be construed as a waiver by the
Tenant of any statutory or common law obligation of the Landlord to mitigate
damages.
4. One Hundred Fifty (150)
5. One Hundred Fifty (150)
6. The subordination provided for hereunder by the Tenant to any future
mortgagees is conditioned on receipt by the Tenant from the mortgagees of a
non-disturbance agreement executed by such mortgagee substantially similar in
substance to that attached hereto as Exhibit B and made a part hereof.
7. Twenty (20)
8. or certified
9. or certified
10. Nothing contained herein shall preclude the Tenant from prosecuting
any claim directly against the condemning authority in such condemnation
proceedings for loss of business, or depreciation to, damage to, or cost of
removal of, or for the value of stock, trade fixtures, furniture, and other
personal property belonging to the Tenant; provided, however, that no such claim
shall diminish or otherwise adversely affect the Landlord's award or the award
of any mortgagee.
ATTEST: GENERAL XXXXXXXX GROUP, INC.
/s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
-------------------------------- -----------------------------
ATTEST: RBC BEARINGS
/s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
-------------------------------- -----------------------------
GUARANTY
In consideration of the execution of the within lease by the Landlord, at
the request of the undersigned and in reliance of this guaranty, the undersigned
hereby guarantees unto the Landlord, its successors and assigns, the prompt
payment of all rent and the performance of all of the terms, covenants and
conditions provided in said lease, hereby waiving all notice of default, and
consenting to any extensions of time or changes in the manner of payment of
performance of any of the terms and conditions of the said lease the Landlord
may grant the Tenant, and further consenting to the assignment and the
successive assignments of the said lease, and any modifications thereof,
including the sub-letting and changing of the use of the demised premises, all
without notice to the undersigned. The undersigned agrees to pay the Landlord
all expenses incurred in enforcing the obligations of the Tenant under the
within lease and in enforcing this guaranty.
Witness:
---------------------- ---------------------------(SEAL)
---------------------- ---------------------------(SEAL)
Date:
----------------------
Lease
-----------------------------------
GENERAL XXXXXXXX GROUP, INC.
Landlord
to
RBC BEARINGS
Tenant
=====================================
Premises leased:
From:...............................
To:.................................
ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT
For value received the undersigned Tenant hereby assigns all of said Tenant's
right, title and interest in and to the within lease from and after unto
heirs, successors and assigns, the demised premises to be used and occupied for
and for no other purpose, it being expressly agreed that this assignment shall
not in any manner relieve the undersigned assignor from liability upon any of
the covenants of this lease.
Witness:
---------------------- ---------------------------(SEAL)
---------------------- ---------------------------(SEAL)
Date:
----------------------
In consideration of the above assignment and the written consent of the
Landlord thereto, the undersigned assignee, hereby assumes and agrees from and
after to make all payments and to perform all covenants and conditions
provided in the within lease by the Tenant therein to be made and performed.
Witness:
---------------------- ---------------------------(SEAL)
---------------------- ---------------------------(SEAL)
Date:
----------------------
CONSENT TO ASSIGNMENT
The undersigned Landlord hereby consents to the assignment of the within
lease to _______ on the express conditions that the original Tenant
, the assignor, herein, shall remain liable for the prompt
payment of the rent and the performance of the convenants provided in the said
lease by the Tenant to be made and performed, and that no further assignment of
said lease or sub-letting of any part of the premises thereby demised shall be
made without the prior written consent of the undersigned Landlord.
---------------------------
Landlord
Date: ---------------------- By
---------------------------
