Exhibit 10.22
SUBLEASE AGREEMENT
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THIS SUBLEASE AGREEMENT ("Sublease") is made as of the 20th day of
January, 1996, between XXXXX RIVER PAPER COMPANY, INC., a Virginia corporation
("Sublandlord") and WINCUP HOLDINGS, L.P., a Delaware limited partnership
("Subtenant").
X. Xxxx Brothers Leasing, a partnership, d/b/a Xxxx Plaza ("Landlord"),
as landlord, and Sublandlord, as tenant, entered into that certain Engineering
Lease dated as of November 8, 1989, as amended by First Addendum to Leases of
August, 1992 (as further amended, supplemented or otherwise modified from time
to time, the "Prime Lease"), whereby Landlord leased to Sublandlord certain
premises commonly known as 000 Xxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx,
as more particularly described in the Prime Lease (the "Premises"). A copy of
the Prime Lease is attached hereto as Exhibit A.
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B. Subtenant desires to sublease from Sublandlord, and Sublandlord is
willing to sublease to Subtenant, the Premises upon the terms and conditions set
forth in this Sublease.
AGREEMENT
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NOW THEREFORE, Sublandlord and Subtenant agree as follows:
1. Subleased Premises. Subject to the terms and conditions set forth
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in this Sublease, Sublandlord hereby subleases to Subtenant, and Subtenant
hereby subleases from Sublandlord, the Premises together with all easements,
rights, privileges and interests appurtenant thereto provided for under the
Prime Lease (the "Subleased Premises").
2. Term. The term of this Sublease (the "Sublease Term") shall commence
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on the date hereof (the "Commencement Date") and shall end on June 29, 1998 (the
day before the expiration of the Prime Lease) (the "Expiration Date"), unless
sooner terminated as set forth herein.
3. Rent.
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(a) Subtenant, beginning on the Commencement Date and continuing
throughout the Sublease Term, shall pay to Sublandlord a monthly rental for the
Subleased Premises in an amount equal to the monthly rent paid by Sublandlord to
Landlord for the Premises pursuant to the terms of the Prime Lease (the "Base
Monthly Rental"). Base Monthly Rental shall be paid to Sublandlord at the
address set forth in Paragraph 6 hereof on the first day of every calendar month
during the Sublease Term (each, a "Due Date") without deduction, offset, prior
notice or demand. If the Commencement Date or the Expiration Date is a day
other than the first day of a calendar month, the first payment of Base Monthly
Rental and/or the last payment of Base Monthly Rental shall be the pro-rata
portion of such rent for the number of days contained in such fractional month.
Any payment of Base Monthly Rental made more than
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seven (7) days after the Due Date with respect to such payment shall bear
interest at the rate of one and one-half percent (1-1/2%) per month until paid.
(b) In addition to Base Monthly Rental, Subtenant shall pay to
Sublandlord as additional rent hereunder ("Additional Rent") all additional rent
and other charges payable from time to time by Sublandlord under the Prime Lease
including, without limitation, Sublandlord's obligations under Sections 22 and
26 of the Prime Lease. Payment of Additional Rent shall commence on the
Commencement Date and shall be made on the dates provided in, and in all other
respects in accordance with the terms of, the Prime Lease.
4. Inspection. Subtenant shall, at its sole expense, submit to
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periodic inspections by Landlord or its agents, on reasonable notice, to assure
compliance by Subtenant with all of the terms and conditions of the Prime Lease,
including, but not limited to, all laws, ordinances and regulations applicable
to Subtenant in its operations at the Premises, and including, but not limited
to, those concerning environmental matters. Landlord, Sublandlord and Subtenant
shall be copied on all inspection reports, and, to the extent required by the
Lease, Sublandlord shall require Subtenant to promptly remedy any issues raised
by any such inspection to the satisfaction of Sublandlord in consultation with
Landlord. Subtenant shall reimburse Sublandlord within thirty (30) days of
receipt of invoice for all costs and expenses incurred by Sublandlord in
conducting said inspections, as well as causing compliance with this paragraph.
Sublandlord shall reimburse Landlord within thirty (30) days of receipt of
invoice for all costs and expenses incurred by Landlord in conducting said
inspections, as well as causing compliance with this paragraph.
5. Prime Lease.
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(a) This Sublease is subject and subordinate to the Prime Lease, and
to all the terms, covenants, conditions and provisions set forth in the Prime
Lease. All the terms, covenants, conditions and provisions of the Prime Lease,
except as otherwise provided by this Sublease, are incorporated herein by
reference (the incorporated terms, covenants, conditions and provisions are
hereinafter collectively referred to as the "Incorporated Provisions") with the
same force and effect as if fully set forth herein; provided, however, except as
otherwise set forth herein all references in the Incorporated Provisions to the
"Lease," the "Premises," "Landlord," and "Tenant" shall be deemed to refer to
this Sublease, the Subleased Premises, Sublandlord and Subtenant, respectively.
(b) If there shall be any inconsistency between the Incorporated
Provisions and the express provisions of this Sublease, such provisions of this
Sublease shall govern, but only as between Sublandlord and Subtenant.
Notwithstanding the foregoing, any reference to the incorporated Provisions or
to any specific provisions of the Prime Lease shall mean all terms, covenants,
conditions and provisions of the Prime Lease.
(c) Capitalized terms not expressly defined in this Sublease shall
have the meaning given to them in the Prime Lease.
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(d) Sections 1, 5, 8, 23, 28, 32 and 34 of the Prime Lease shall
not be applicable to this Sublease. In addition, notwithstanding anything in the
Prime Lease to the contrary, Subtenant shall have no right to terminate this
Sublease prior to the Expiration Date.
6. Assignment and Subletting. Subtenant shall not assign this Sublease
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or further sublet all or any portion of the Subleased Premises without the prior
written consent of Landlord and Sublandlord, which consent Sublandlord and/or
Landlord may withhold in its sole, arbitrary and absolute discretion.
7. Notices. All notices shall be in writing and shall be given by
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registered or certified mail or overnight delivery service, addressed as
follows:
If to Sublandlord: Xxxxx River Paper Company, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Atten: General Counsel
With a copy to: Xxxxxxx X. Xxxxxxx, Esquire
McGuire, Woods, Battle & Xxxxxx, L.L.P.
Xxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
If to Subtenant: Wincup Holdings, L.P.
c/o Radnor Holdings Corporation
Three Radnor Corporate Center, Xxxxx 000
000 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
With a copy to: Duane, Morris & Heckscher
0000 Xxx Xxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Atten: Xxxxxxx X. Xxxxxxx, Xx., Esq.
And in all cases
with a copy to: Xxxx Brothers Leasing
Xxxx Investment Company
000 Xxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Atten: J. Xxxxxxx Xxxx
or to such other address as may be designated by notice. Notices mailed shall
be deemed given or served when mailed.
8. Broker. Sublandlord represents and warrants that it has not dealt
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with any broker or agent in connection with the Subleased Premises. Sublandlord
covenants and agrees to pay, hold harmless and indemnify Subtenant from and
against any and all costs, expense or
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liability for any compensation, commissions and charges claimed by any broker or
agent with respect to this Sublease or the negotiation thereof with whom
Subtenant had dealings.
9. Indemnity. Subtenant shall indemnify, defend and hold harmless
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Sublandlord and Landlord from and against any loss, damage, cost or expense,
including reasonable attorneys' fees and litigation costs, incurred by
Sublandlord or Landlord as a result of or arising in connection with (i) a
default by Subtenant under the terms of this Sublease or (ii) any act or
omission by Subtenant which constitutes a breach of or default under the Prime
Lease.
10. Surrender of Sublease Premises; Holding Over. On the Expiration
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Date, or upon the earlier termination of this Sublease pursuant to the terms
hereof, Subtenant shall surrender and deliver up the Subleased Premises to
Sublandlord in good condition and repair, reasonable wear and tear excepted, and
otherwise in the condition required by the Prime Lease. If Subtenant fails to
vacate the Subleased Premises on the Expiration Date, this Sublease shall
continue on a month-to-month basis upon the same terms and conditions set forth
herein, except that the Monthly Base Rental payable hereunder pursuant to
Paragraph 3 shall increase by 200%.
11. Miscellaneous.
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(a) This Sublease constitutes the entire agreement between
Sublandlord and Subtenant with respect to the Subleased Premises and no earlier
or contemporaneous oral or written matter shall have force or effect.
(b) This Sublease may not be modified or canceled except by a
writing subscribed by both parties, and approved by Landlord. The covenants,
conditions and agreements contained in this Sublease shall bind and inure to the
benefit of the Sublandlord and Subtenant and their respective successors and
permitted assigns.
(c) If any term or provision of this Sublease shall, to any extent,
be invalid and unenforceable, the remainder of this Sublease, other than that
which is held invalid or unenforceable, shall not be affected thereby and each
term and provision of this sublease shall be valid and enforceable to the
fullest extent permitted by law.
(d) The paragraph headings and subheadings contained in this
Sublease are for convenience of reference only and shall not in any way affect
the meaning or interpretation of this Sublease.
(e) In any instance where Sublandlord's consent is required
hereunder, Sublandlord shall be deemed reasonable in withholding such consent,
among other reasons, if Landlord's consent to such matter is also required and
Landlord has failed to grant such consent.
12. No Changes to Prime Lease. Nothing contained herein shall change or
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modify any of the rights or obligations of Landlord or Sublandlord under the
Prime Lease, which Prime Lease shall remain unamended and in full force and
effect.
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WITNESS the following signatures:
SUBLANDLORD:
XXXXX RIVER PAPER COMPANY, INC.
a Virginia corporation
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President, Treasurer
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Xxxxxxx X. Xxxxx
SUBTENANT:
WINCUP HOLDINGS, L.P.
a Delaware limited partnership
By: WINCUP HOLDINGS, INC.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
President
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