Exhibit 10.14
LEASE AGREEMENT
THIS LEASE AGREEMENT, dated as of June 28, 2002 (hereinafter referred to as
this "Lease"), is made and entered into by and between PACE CONVERTING, INC., a
Georgia corporation (hereinafter referred to as "Landlord"), and NETWORK
COMMUNICATIONS, INC., a Georgia corporation (hereinafter referred to as
"Tenant").
WITNESSETH:
WHEREAS, Landlord is the owner of that certain tract of improved real
property identified on Exhibit "A" attached hereto (hereinafter, collectively
referred to as the "Premises"); and
WHEREAS, Landlord and Tenant desire to evidence their agreement with
respect to the leasing of the Premises by Landlord to Tenant;
NOW, THEREFORE, in consideration of the Premises, and other good and
valuable consideration, the receipt and sufficiency whereof are hereby
acknowledged, the parties hereto do hereby agree as follows:
1. LEASING OF PREMISES: Landlord does hereby demise and lease the Premises
to Tenant, and Tenant does hereby take and lease the Premises from Landlord, on
and subject to the terms and conditions herein set forth. The Premises include
an existing building (hereinafter referred to as the "Building") and certain
other improvements (the Building and said other improvements are hereinafter
sometimes collectively referred to as the "Improvements").
2. LEASE TERM: Landlord has delivered possession of the Premises to Tenant
on the date hereof. The term of this Lease (hereinafter referred to as the
"Lease Term") shall commence on the date hereof (herein sometimes called the
"Commencement Date") and shall run from the Commencement Date to that date which
is the tenth (10th) anniversary of the Commencement Date.
3. BASE RENT: Tenant agrees to pay "Base Rent" (herein so called) for the
Premises as set forth below, to wit:
(a) Tenant agrees to pay to Landlord as annual Base Rent for the first
three (3) years of the Lease Term, the sum of Nine Hundred and Ninety-Four
Thousand and Five Hundred and No/100 Dollars ($994,500.00) per annum. The annual
Base Rent for the fourth (4th) year of the lease Term shall be an amount equal
to the Base Rent for the first (lst) year of the Lease Term increased in the
same proportion as the Consumer Price Index for the United States-City Average
for All Urban Consumers, Seasonally Adjusted (1982-1984 = 100) as published by
the United States Bureau of Labor Statistics for the United States Department of
Labor ("Price Index") for the last month of the third (3rd) year of the Lease
Term increased over said Price Index for the first month of the initial year of
the Lease Term. Thereafter, on each subsequent anniversary date of the
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Commencement Date, annual Base Rent for each successive lease year shall be an
amount equal to the annual Base Rent of the preceding lease year increased in
the same proportion as said Price Index for the last month of the preceding
lease year shall have increased over said Price Index for the first month of
said preceding lease year. If the Price Index published during the calendar
month immediately preceding the commencement of the applicable lease year for
which the Base Rent is being adjusted is the same as or is less than the Price
Index published in a month to which it is being compared, then there shall be no
adjustment to the Base Rent for that subject lease year (i.e., the Base Rent
will not be decreased). If the Bureau of Labor Statistics revises the manner in
which such Price Index is determined, Landlord may adjust the revised index to
produce results equivalent, as nearly as possible, to those which would have
been obtained if the Price Index had not been so revised. If the 1982-84 average
shall no longer be used as an index of 100, such change shall constitute a
revision. If the Price Index shall become unavailable to the public because
publication is discontinued, or otherwise, Landlord will substitute therefor a
comparable index based upon changes in the cost of living or purchasing power of
the consumer dollar published by any other governmental agency or, if no such
index shall be available then a comparable index published by a major bank or
other financial institution. Annual Base Rent due hereunder shall be paid in
equal installments in advance on or before the first (1st) day of each and every
successive four (4) week period during the term, beginning with the four (4)
week period commencing on June 24, 2002;
(b) The Base Rent shall be paid by Tenant to Landlord at all times
during the Lease Term without notice or demand from Landlord and without any
abatement, setoff, or deduction whatsoever, at the address of Landlord
hereinafter set forth, or at such other place as may be designated by Landlord
by notice to Tenant, delivered as provided herein;
(c) If for any reason the Lease Term should begin on any day other
than the first day of a four (4) week period or should end on any day other than
the last day of a four (4) week period, then the four (4) week period Base Rent
shall be prorated accordingly.
4. ADDITIONAL RENT: Tenant shall also pay as "Additional Rent" (herein
sometimes so called) all charges, costs, expenses and other payments which
Tenant assumes or agrees to pay under any of the provisions of this Lease.
Landlord and Tenant have agreed, and do hereby agree, that Tenant shall be
responsible for and shall pay when due all costs and expenses attributable to
the ownership and operation of the Premises, and that the Base Rent payable by
Tenant to Landlord hereunder shall be absolutely net of all such costs and
expenses. In the event of any non-payment of any such Additional Rent, Landlord
shall have all of the rights and remedies it would have hereunder or by law in
the case of non-payment of Base Rent. The Additional Rent shall be paid by
Tenant to Landlord at all times during the Lease Term without any abatement,
setoff, or deduction whatsoever, except as might otherwise be expressly set
forth herein, at the address of Landlord hereinafter set forth, or at such other
place as may be designated by Landlord by notice to Tenant, delivered as
Provided herein.
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5. LATE PAYMENT CHARGE: Other remedies for nonpayment of Base Rent,
Additional Rent or other sums due hereunder notwithstanding, if any Base Rent,
Additional Rent or other sum due hereunder is not received within ten (10) days
after its due date, a late payment charge of five percent (5%) of such past due
amount shall become due and payable, but in no event shall such late charge
exceed the maximum amount allowed by law. In relation to the foregoing, Tenant
acknowledges that the late payment charge represents an agreed upon charge for
administrative expenses suffered by Landlord as the result of such late payment
and not payment for the use of money.
6. SECURITY DEPOSIT: As security for the faithful performance by Tenant of
all of the terms and conditions of this Lease on the part of Tenant to be
performed throughout the Lease Term, upon execution of this Lease, Tenant has
deposited with Landlord the sum of $75,000.00. Such amount shall be returned to
Tenant within thirty (30) days after the day set forth for the expiration of the
Lease Term, provided Tenant has fully and faithfully carried out all of the
terms, covenants, agreements, warranties and conditions hereof on its part to be
performed. Landlord, without prejudice to any other remedy, shall have the right
to apply all or any part of said security deposit to the full or partial cure of
any default of Tenant occurring from the Commencement Date of this Lease to the
expiration of the Lease Term, and the sum so applied by Landlord shall be in
reduction, but not in satisfaction, of any damage suffered by Landlord as a
result of said default. If all or any part of said security deposit is so
applied by Landlord, Tenant shall pay to Landlord on demand a sum in an amount
sufficient to reinstate said security deposit to the $75,000.00 balance on
deposit with Landlord on the date hereof.
7. TAXES AND ASSESSMENTS: As Additional Rent, Tenant agrees to pay to
Landlord, or to such person or entity as may be designated by Landlord, promptly
as the same become due and payable, all city, county, state, federal, and other
taxes, and general and special assessments, levied upon or assessed against the
Premises, including any buildings, structures, fixtures, or improvements now or
hereafter located thereon. The parties hereto further acknowledge and agree
that:
(a) Tenant shall pay all taxes and assessments levied by any federal,
state, county, city, or other govermental subdivision or agency and arising in
connection with the occupancy, use, or possession of the premises by Tenant,
including any taxes or assessments levied on the rentals paid by Tenant pursuant
to this Lease for the occupancy, use or possession of the Premises;
(b) Tenant shall have no obligation to make any payment of income
taxes, franchise taxes, gift taxes, mortgage taxes, transfer taxes, profit taxes
or any other taxes or charges which are based upon or measured by the income of
Landlord or any taxes on the assets of Landlord other than Landlord's interest
in the Premises;
(c) Tenant agrees to deliver to Landlord, without demand, receipts
evidencing payment of all such taxes and assessments, promptly following payment
thereof by Tenant;
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(d) All such taxes and assessments for the tax years in which the
Lease Term shall commence and terminate shall be equitably prorated between
Landlord and Tenant;
(e) Notwithstanding anything to the contrary contained in this Lease,
either Landlord or Tenant may in good faith and in a lawful manner contest the
propriety or legality of any tax assessment, or other similar claim against or
relating to the Premises, but all costs and expenses incident to such contest
shall be paid by the contesting party;
(f) In the event of any such contest by Tenant, Tenant shall and does
hereby indemnify and hold harmless Landlord from and against any loss or damage
to Landlord resulting from the cost of such proceedings, and Tenant shall pay
any such tax, assessment, or claim under protest, or take such other steps as
may be necessary, to prevent any sale of the Premises or any loss or damage to
Landlord in connection with any such contest, but nothing herein shall create
any liability on part of the Tenant for any increases in the assessed valuation
of the Premises which might result from such proceedings.
(g) In relation to the foregoing, in the event Tenant elects to
contest any tax or assessment or relating to the Premises, Landlord agrees to
cooperate in good faith with such efforts on part of Tenant, at no cost to
Landlord, provided, however, Tenant acknowledges and agrees that Landlord shall
have the sole and exclusive right to make decisions regarding any proposed
settlement relating to any such taxes or assessments;
(h) Landlord acknowledges and agrees that it shall provide Tenant
copies of all assessment notices and tax bills Landlord receives with respect to
the Premises within 20 days of Landlord's receipt of same and, in any event,
before any such tax or assessment is due.
8. UTILITIES AND TRASH REMOVAL: Tenant shall pay all charges for all public
or private utility services rendered to or in connection with the Premises and
incurred during the Lease term, promptly as such charges become due. At all
times during the Lease Term, Tenant shall pay all charges for garbage pickup
services, refuse removal, and the like, promptly as such charges become due.
Tenant shall and does hereby indemnify and hold harmless Landlord from and
against any loss or damage arising out of the failure of Tenant to pay any such
charges as and when due. Landlord shall not be liable for any interruption of
utility services to the Premises which arises out of any cause beyond the
reasonable control of Landlord.
9. ASSIGNMENT AND SUBLETTING: Except as permitted pursuant to Section 9(b)
below, Tenant shall not voluntarily or involuntarily assign, mortgage, or pledge
any interest of Tenant arising under this Lease, nor shall Tenant have the right
to grant or enter into any license, franchise, sublease, or similar instrument
relating to all or any part of the Premises, without the prior written approval
of Landlord in each instance. Tenant shall promptly reimburse Landlord for
Landlord's reasonable costs and expenses, including, without limitation,
reasonable attorneys' fees, in connection with any proposed transaction
requiring Landlord's consent hereunder. Any assignment or subletting or other
transfer requiring Landlord's consent hereunder which is attempted
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without Landlord's consent shall be void and of no force or effect, and shall
constitute an event of default under this Lease. The sale or transfer of a
controlling interest of Tenant shall be deemed an assignment of this Lease.
Notwithstanding the foregoing, Tenant may assign or sublet this Lease
without Landlord's consent to (i) Tenant's parent corporation, any subsidiary of
Tenant's parent corporation or a subsidiary of Tenant, (ii) the surviving entity
of a merger or consolidation involving Tenant, or (iii) to any entity which
purchases all or substantially all the assets of Tenant; provided, however, as a
condition to any such subletting or assignment, (a) Tenant shall provide
Landlord at least ten (10) days prior written notice of each such subletting or
assignment; and (b) no such subletting or assignment shall in any way release,
affect or limit the primary liability of Network Communications, Inc. under the
terms of this Lease or release any guarantor of this Lease from its obligations
under its respective guaranty agreement.
10. USE OF PREMISES: Tenant and all those holding under Tenant shall use
the Premises for and only for the permitted purpose of the printing, publishing
and distribution of magazines and other operations ancillary thereto. The use of
the Premises for any other purpose without Landlord's prior written consent
shall, at the option of Landlord, constitute a default on the part of Tenant
under this Lease.
11. CONDITION, REPAIR AND MAINTENANCE: With respect to the condition,
repair and maintenance of the Premises, Landlord and Tenant do hereby agree as
follows:
(a) Tenant has inspected the Premises and all parts thereof, and
Tenant is accepting delivery of the Premises under this Lease in their "As Is"
condition on the date hereof;
(b) Except as otherwise specifically set forth in Section 11(g) below,
Landlord shall not be required to make any repairs or improvements of any kind
or nature whatsoever to the Premises;
(c) All repairs to and maintenance of the Premises which are needed in
order to keep the same in good operating condition and repair shall be promptly
made by Tenant at its sole cost and expense and, without limiting the generality
of the foregoing, Tenant shall keep and maintain in good operating condition and
repair (i) all structural portions of the Premises (including, without
limitation, the roof, exterior walls, and foundation of the Building, such that
the Building is structurally sound and water tight), and (ii) all sewer,
drainage, plumbing and utility lines and facilities serving the Building,
whether located inside or outside of the Building, and (iii) the paved surfaces
of the driveways and parking areas located on the Premises (excluding any
cleaning and re-striping), and (iv) the interior of the Premises and all
fixtures and equipment therein, and (v) the interior and exterior portions of
all doors, windows and glass, and (vi) all heating, ventilating and air
conditioning equipment (including roof mounted and other exterior equipment),
and (vii) all wiring
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and other electrical equipment, and (viii) all interior walls, floors and
ceilings, and (ix) all driveways, parking areas, and walkways, and (x) all
signs;
(d) Without limitation on the provisions of section 11(c) above,
Tenant shall at its expense (i) maintain in a clean and safe condition, and free
from dirt, snow, ice, rubbish and other obstructions, all exterior portions of
the Premises, including the sidewalks, landscaped areas, driveways, parking
areas, walkways, and all curbs and gutters on and in front of the Premises, and
(ii) irrigate and otherwise properly maintain all landscaped areas of the
Premises as required in order to keep all grasses and plants in a good and
healthy condition;
(e) Tenant agrees to keep in force a standard maintenance agreement on
all heating, ventilating and air conditioning equipment serving the Premises,
requiring inspection and periodic maintenance of such equipment to be performed
not less frequently than once per year, and to provide to Landlord, within five
(5) days after the effective commencement date thereof, a copy of each such
maintenance agreement from time to time in effect;
(f) Should Tenant fail to repair or maintain the Premises as required
herein to the reasonable satisfaction of Landlord, or if Landlord should
determine, in the exercise of its sole but reasonable judgment, that emergency
repairs for which Tenant is responsible are necessary, or if repairs to or
maintenance of the Premises are made necessary by any act or omission of Tenant
(including any employee or agent of Tenant), then and in any such event Landlord
may make such repairs or perform such maintenance without liability to Tenant
for any resulting loss or damage that may accrue to Tenant's merchandise,
fixtures, or other property, or to Tenant's business provided, Landlord shall,
in making such repairs or performing such maintenance, take reasonable steps to
minimize any interference with Tenant's business operations, whereupon Tenant
shall within thirty (30) days after Landlord's demand pay to Landlord, as
Additional Rent, the reasonable cost of such maintenance or repair plus interest
thereon at the rate of prime plus two percent (2%) per annum from the date such
cost is incurred by Landlord until paid by Tenant.
(g) Notwithstanding the foregoing, Landlord acknowledges and agrees
that it shall, at its sole cost and expense, take such actions and perform such
work as are reasonably necessary to increase the flow of water to the sprinkler
system serving the Premises in accordance with the requirements of Landlord's
insurer. Landlord agrees to use all commercially reasonable efforts to complete
the required work on or before October 1, 2002. Furthermore, Landlord agrees it
shall conduct the necessary work only on Sundays so as to minimize any
interference with Tenant's business operations.
12. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS: Tenant shall at all times
during the Lease Term at its sole cost and expense cause the Premises and its
use thereof to comply with all covenants, conditions and restrictions of record
and all applicable rules, orders, statutes, requirements, laws, ordinances and
regulations of all duly constituted governmental, public, or quasi-public
authorities now or hereafter in any manner affecting the Premises or the use
thereof, whether or not any such law, ordinance, or regulation which may be
hereafter enacted shall involve a
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change of policy on the part of the governmental body enacting the same, and
irrespective of the work required to be done (extraordinary as well as ordinary,
and whether structural or non-structural).
13. ALTERATIONS: Tenant shall not, without the prior written consent of
Landlord, make any alterations or additions to the Premises. Notwithstanding the
foregoing, so long as Tenant provides Landlord prior written notice thereof,
Tenant may, without the consent of Landlord, make interior non-structural
alterations which do not effect the structure of the Building or the Building
systems provided that such alterations do not individually exceed Twenty-Five
Thousand Dollars ($25,000.00) in costs, or in the aggregate exceed Two Hundred
Thousand Dollars ($200,000.00) in costs. Furthermore, Landlord acknowledges and
agrees that it shall not unreasonable withhold its consent to structural
alterations to the Premises provided that such structural alterations (i)
facilitate the business operations in the Premises; (ii) do not materially and
adversely affect the utility systems serving the Premises; (iii) do not
adversely effect the value of the Premises or diminish the general utility or
change the general character of the Premises and (iv) do not exceed $50,000.00
in costs. No alteration whatsoever shall be undertaken until and unless Tenant
shall have procured all permits, licenses and other authorizations required for
the lawful and proper undertaking thereof. Any such alteration shall be made in
a good and workmanlike manner and in compliance with all governmental
requirements pertaining thereto. Before commencing any such alteration, Tenant
shall obtain at its expense such liability insurance and workers' compensation
insurance as Landlord may reasonable require. Tenant shall and does hereby
indemnify and hold harmless Landlord from and against any loss or damage,
including injury to person or property, and from and against any lien or claim,
which may arise out of the making of any such alteration. Any such alteration,
when completed, shall be of such a nature as not to reduce or otherwise
adversely affect the value of the Premises, and so as not to diminish the
general utility or change the general character or exterior appearance of the
Premises. All such structural alterations and all other alterations which, by
their nature, cannot be removed without material damage to the Premises shall
automatically be, become, and remain the property of Landlord upon the
expiration or termination of this Lease, unless Landlord requires Tenant to
remove the same and to restore the Premises to its original condition. Landlord
shall have the right to require Tenant to remove all alterations, and to repair
and restore any damage caused by or resulting from such removal, at Tenant's
expense, upon the expiration or termination of the Lease Term.
14. SIGNS: Tenant shall be and is hereby authorized to maintain all
existing signage on the Premises and to replace same with similar like kind
signage. Tenant shall not place any other sign on the Premises without the prior
written consent of Landlord (such consent not to be unreasonably withheld or
delayed if Tenant's proposed sign complied with all governmental requirements).
Tenant shall remove all signs placed by it on the Premises on or before the date
of expiration or termination of this Lease and shall repair any damage to the
Premises caused by such removal.
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15. TRADE FIXTURES: Tenant shall have the right at any time and from time
to time during the Lease Term to install in or upon the Premises its trade
fixtures, and to make repairs thereto, replacements thereof, and additions
thereto. Notwithstanding the fact that such trade fixtures may be installed in
such a manner that, but for this provision, the same would constitute a part of
the Premises, such trade fixtures shall nevertheless not be or become part of
the Premises. Tenant shall remove such trade fixtures from the Premises on or
before the date of expiration or termination of the Lease Term, and Tenant shall
repair any damage caused by such removal (including any necessary repainting),
so that the Premises shall be restored to the condition existing prior to such
installation.
16. LIENS AGAINST PREMISES: Tenant shall not cause or permit any
mechanics', laborers', materialmen's, or other lien or claim to be created or
remain outstanding against the Premises or any part thereof for any labor or
material furnished to Tenant or to any employee or agent of Tenant or any party
holding under Tenant, or claimed to have been so furnished, in connection with
work of any character performed or claimed to have been performed on or about
the Premises by or at the direction of or with the sufferance of Tenant. The
parties hereto further acknowledge and agree that:
(a) Tenant shall have the right to contest the validity or amount of
any such lien or claimed lien, so long as Tenant shall give to Landlord such
reasonable security as may be demanded by Landlord to ensure payment thereof and
prevent any sale, foreclosure, or forfeiture of the Premises by reason of such
non-payment;
(b) Tenant shall and does hereby indemnify Landlord from and against
any such Lien or claim and shall promptly pay any final, non-appealable judgment
rendered with respect thereto, together with all proper costs and charges, and
shall cause the lien or judgment to be released at the sole expense of Tenant;
(c) Nothing contained in this Lease shall be construed in any way as
constituting the consent or request express or implied, of Landlord to any
contractor, subcontractor, laborer, mechanic, materialman or other party for the
performance of any work, labor or services or for the furnishing of any
materials for any repair, maintenance, improvement, alteration or addition of or
to the Premises, or be construed as giving Tenant the right, power or authority
to act as the agent of Landlord or on behalf of Landlord in furnishing, causing,
contracting for or permitting any work, Labor, services, maintenance,
improvement, alteration or addition of or to the Premises;
(d) Notice is hereby given that Landlord shall not be liable for any
labor or materials or services furnished to or to be furnished to Tenant upon
credit, and that no mechanics', materialmen's, or other lien for any such labor,
materials, or services shall attach to or affect the interest of Landlord in the
Premises.
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17. INSURANCE AND CASUALTY: With respect to the insurance coverage to be
maintained with respect to the Premises, and with respect to loss, injury or
damage to person or property occurring on or about the Premises, Landlord and
Tenant do hereby agree as follows:
(a) Tenant shall (i) protect, indemnify, and save harmless Landlord
from and against any and all claims, demands, and causes of action of any nature
whatsoever, and from and against any expense incident to the defense by Landlord
of any such demand or action, for injury to or death of persons or loss of or
damage to property occurring on or about the Premises or the adjoining
sidewalks, streets or ways, or in any manner growing out of or connected with
Tenant's use and occupancy of the Premises or the condition thereof, or of the
adjoining sidewalks, streets or ways and (ii) at its own cost and expense
procure and keep in force during the Lease Term a policy of comprehensive public
liability insurance with respect to the Premises and the conduct or operation of
Tenant's business therein, such insurance to be on the "All-Risk" or equivalent
form written on an occurrence basis with limits of not less than $2,000,000.00
as to any one person, and $3,000,000.00 as to any one accident, and
$2,000,000.00 as to property damage, issued by an insurance carrier reasonably
approved by Landlord, and (iii) cause Landlord (and any mortgagee of Landlord of
which Tenant has received notice) to be named as an additional insured
thereunder, and (iv) cause a certificate of such insurance to be delivered to
Landlord prior to the Commencement Date, and renewal certificates or binders
shall be delivered to Landlord not less that fifteen (15) days prior to the
renewal date of any such insurance policies;
(b) During the Lease Term, Tenant shall at its expense (i) maintain in
force fire and extended coverage insurance on all of the Improvements now or
hereafter located on the Premises, in the amount of one hundred percent (100%)
of the replacement cost of all insurable improvements (subject, however, to a
commercially reasonable deductible), such insurance to be carried in a company
or companies approved by Landlord (such approval not to be unreasonably withheld
or delayed) and authorized to do business in the State of wherein the Premises
is located and to name Landlord (and any mortgagee of Landlord of which Tenant
has received notice) as loss payees thereunder, and (ii) cause a policy or
certificate evidencing such insurance to be delivered to Landlord prior to the
Commencement Date, and (iii) cause renewals of each such policy to be delivered
to Landlord at least fifteen (15) days prior to the expiration of such policy;
provided, however, that in lieu of Tenant procuring the foregoing insurance
Landlord may elect to procure the same and charge the cost thereof to Tenant as
Additional Rent, which shall be due and payable to Landlord on demand. In
relation of the foregoing, Landlord acknowledges and agrees that any insurance
provided for in this Section 17 may be maintained by means of a policy or
policies of blanket insurance covering additional items or locations, provided
that the coverage afforded Landlord will not be reduced or diminished by reason
of the use of such blanket policy insurance. Furthermore, Landlord acknowledges
and agrees that in the event Landlord elects to purchase the required fire and
extended coverage insurance on the Improvements and Tenant provides Landlord
evidence of its ability to obtain such policies at a lower cost, then, in such
event, Landlord shall be
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solely responsible for the costs thereof which exceed the costs at which Tenant
could have obtained such required insurance.
(c) Should Tenant fail to obtain any insurance hereinabove described
then Landlord may procure the same and charge the cost thereof to Tenant as
Additional Rent, which shall be due and payable to landlord on demand;
(d) In the event that all or any part of the Improvements on the
Premises shall be damaged or destroyed as a result of fire or other casualty,
regardless of cause, Landlord shall be entitled to receive all insurance
proceeds payable in connection therewith, and, unless this Lease is determinated
as provided for herein, Landlord shall within a reasonable time thereafter
restore, rebuild, and replace the same to as good or better condition as existed
immediately prior to such casualty;
(e) The Base Rent and Additional Rent due under this Lease shall not
xxxxx during the period between such casualty and the completion of such
restoration, rebuilding, or placement (and Tenant shall obtain and maintain in
full force and effect during the Lease Term a policy or policies of rental loss
and/or business interruption insurance as reasonably required for the purpose of
providing funds to pay such rentals);
(f) Should the cost of such restoration, rebuilding or replacement
exceed the available insurance proceeds, then such excess shall be paid by
Tenant, and should the amount of insurance proceeds payable by reason of such
casualty exceed the amount required for such restoration rebuilding or
replacement, then Tenant shall be entitled to receive such excess;
(g) If, at any time during the Lease Term, the Building on the
Premises shall be destroyed or rendered untenantable as a result of fire or
other casualty, or, if the Building shall be so damaged that a contractor or
architect selected by Landlord and Tenant shall determine Building is incapable
of being restored for the use permitted hereunder within one hundred eight (180)
days of the occurrence of such casualty, then either Landlord or Tenant may at
its option any if all insurance required by this Lease is then in force) cancel
this Lease by giving the other notice of such cancellation within thirty (30)
days following the occurrence of such damage, cancellation to be effective as of
the date of such damage to the Premises, and thereafter this shall be null and
void and of no further force and effect (except that such cancellation shall not
the rights or remedies of Landlord or Tenant which accrued prior to the date of
such cancellation and Landlord shall be entitled to receive and retain all
insurance proceeds payable in connection with such casualty;
(h) Each policy of insurance required to be obtained by Tenant under
the terms of the lease shall contain an agreement by the insurer that such
policy shall not be cancelled, modified or amended without at least thirty (30)
days prior written notice to Landlord and each such mortgagee.
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18. EMINENT DOMAIN: In the event the Premises or any part thereof shall be
condemned and taken by eminent domain, or shall be voluntarily conveyed in lieu
of condemnation, then this Lease shall terminate as to the part taken as of the
date of such taking, and any and all award or compensation arising from such
condemnation or conveyance shall be paid to and belong to landlord (except any
award for damage to the fixtures and equipment of Tenant, which shall belong to
Tenant). If such condemnation or conveyance results in the taking of a portion
of the Building such that the portion not so taken cannot (in the reasonable
opinion of either Landlord or Tenant) be repaired or restored so as to be
capable of being used by Tenant for the same purposes for which the premises
were last used prior to such condemnation or conveyance, then either Landlord or
Tenant may, by written notice to the other, delivered within thirty (30) days
after possession of such portion of the Building has been taken or conveyed,
terminate this Lease. If any such condemnation or conveyance does not result in
the termination of this Lease, Tenant shall at its cost repair any damage of the
Premises caused by such condemnation or conveyance and Landlord shall make
available to Tenant the proceeds it receives as the result of the condemnation
to so repair the Premises.
19. QUIET ENJOYMENT: Provided Tenant performs all its covenants, agreements
and obligations hereunder, Landlord covenants that Tenant shall have the
peaceful and quiet enjoyment of the Premises against any and all claims of all
persons claiming by, through or under Landlord, on and subject to all of the
terms and conditions of this Lease.
20. NOTICES: Any notice herein required or permitted to be given by either
party to the other party shall be deemed given if and when delivered by
commercial courier (including, without limitation, by an overnight courier such
as Federal Express) or when mailed by United States Certified Mail, postage
prepaid, return receipt requested, properly addressed to such party or its
designee. Until changed as hereinafter provided, notices and communications to
Landlord shall be addressed as follows:
Pace Converting, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: X. Xxxxx Xxxxxx
(See attached letter for notice change)
notices and communications to Tenant shall be addressed to the Premises:
Network Communications, Inc.
0000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxxxxx, Xxxxxxx 00000-0000
Each party shall have the right to specify as its proper address any other
address within the continental United States of America by giving to the other
party at least fifteen (15) days prior to notice thereof.
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(NETWORK COMMUNICATIONS, INC. LOGO)
January 19, 2005
Xx. Xxxxx Xxxxxx
0000 Xxxx Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxxx:
According to the Lease Agreement dated June 28, 2002 between Pace Converting,
Inc. and Network Communications, Inc., all notices are to be sent to your
attention at 000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000. At your request, all future
notices regarding Pace Converting, Inc. will be sent to you at the above
address.
Sincerely,
/s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Xxxxxx Xxxxxxxxx
Legal Exec. Asst./Contracts Admin.
0000 Xxxxxxxx Xxxxxxx - Xxxxxxxxxxxxx, Xxxxxxx 00000-0000 - Phone (770)962-7220-
Fax (000)000-0000
21. TENANT DEFAULT AND LANDLORD'S REMEDIES: If at any time during the term
of this Lease, and regardless of the pendency of any bankruptcy, reorganization,
receivership, solvency or other proceedings, whether at law, in equity or before
any administrative tribunal, which might have the effect of preventing Tenant
from complying with the terms of this Lease, Tenant shall (i) fail to make
payment of any installment of Base Rent, Additional Rent, or any other sums and
charges herein specified to be paid by Tenant when due, and such failure shall
continue for a period of five (5) days after written notice thereof from
Landlord to Tenant, or (ii) fail to observe or perform any of the other
covenants, agreements or obligations of Tenant under this Lease, and fail to
remedy or cure such failure within thirty (30) days after Landlord shall have
given to Tenant written notice describing in reasonable detail the nature of
such failure, or (iii) be adjudicated a bankrupt or insolvent have a receiver
appointed for all or substantially all of its business or assets, or have a
trustee for it after a petition has been filed for the reorganization of Tenant
under any bankruptcy law of the United States, or make an assignment for the
benefit of its creditors, or (iv) desert, vacate or abandon the Premises or
allow the same to become deserted, vacated or abandoned, then and in any such
event, Tenant shall be in default hereunder, and Landlord shall have the right
at its election, then or at any time thereafter during the continuance of such
default, to:
(a) Terminate this Lease by written notice to Tenant and retake
possession of the thereupon all rights of Tenant hereunder shall come to an end,
as fully as if the date of such notice of termination were the last day of the
Lease Term, and Tenant shall peaceably and quietly yield up and surrender to
Landlord the Premises and all its located thereon and shall execute and deliver
to Landlord such instrument as shall be Landlord to properly evidence the
termination of the rights of Tenant with respect to the Premises and under this
Lease (it being understood and agreed, however, that no such termination Tenant
of its liabilities and obligations under this Lease to the extent accruing prior
to the date of such termination).
(b) In the event of the termination of this Lease as above provided,
Landlord shall have the right to repossess the Premises and all improvements
thereon, either with or without process of law, through any form of suit or
proceeding, as well as the right to xxx for and recover all rents and other sums
accrued up to the effective date of such termination, as well as damages arising
out of any breach, on the part of Tenant, and to remove and store in any public
or private warehouse or elsewhere, any equipment or other property owned or
leased by Tenant, all at the expense of Tenant.
(c) Landlord shall also have the right, with or without first
terminating this Lease, to enter into and upon and take possession of the
Premises or any part thereof and at the option of Landlord to remove all persons
and property therefrom (and such property, if any, may be removed and stored in
a public or private warehouse or elsewhere at the cost of and for the account of
Tenant), all without being deemed guilty of trespass or becoming liable for any
loss or damage which may be occasioned thereby, and Landlord may rent the
Premises as the agent of Tenant, with or without advertisement, and by private
negotiation, and for any term and upon such terms and conditions as
12
Landlord in its sole discretion may deem proper, and Landlord may clean the
Premises and make such alterations and repairs as Landlord may deem necessary or
desirable in order to re-let the Premises (it being understood and agreed that
Landlord shall in no way be responsible or liable for any failure to rent the
Premises or any part thereof, or for any failure to collect rent due upon such
re-letting).
(d) Upon each such re-letting, all rentals received by Landlord from
such re-letting shall be applied first to the payment of any indebtedness (other
than rent due under this Lease) from Tenant to Landlord, and second to the
payment of any costs and expenses of such re-letting, including brokerage fees
and attorneys' fees and costs of such alterations and repairs, and third to the
payment of rent and other charges then due and unpaid hereunder, and the
residue, if any, shall be held by Landlord to the extent of and for application
in payment of future rent as the same may become due and payable hereunder (it
being understood and agreed that if such rentals received from such re-letting
shall at any time or from time to time be less than sufficient to pay to
Landlord the sums then due from Tenant hereunder, then Tenant shall pay any such
deficiency to Landlord on demand, which deficiency shall, at Landlord's option,
be calculated and paid monthly).
(e) Landlord may allow the Premises to remain unoccupied and collect
rent and other charges from Tenant as the same become due.
Landlord's pursuit of any one or more of the remedies set forth above shall not
preclude pursuit of any other remedy or remedies provided for in this Lease or
any other remedy or remedies provided by law or in equity, separately or
concurrently or in any combination, and Landlord's pursuit of any one or more of
the remedies available to Landlord shall not constitute an election of remedies
by Landlord, such that Landlord is precluded from electing any other remedy or
remedies. Tenant acknowledges and agrees that Landlord shall have no duty to
mitigate Landlord's damages resulting from a default by Tenant hereunder.
22. SELF HELP: Landlord shall have the right at any time, after fifteen
(15) days written notice to Tenant (or without notice in the case of emergency,
or in case any fine, penalty, interest, or cost may otherwise be imposed or
incurred), to make any payment or perform any act required to be so paid or
performed by Tenant under any provision of this Lease, and, in exercising such
right, to incur necessary and incidental and reasonable costs and expenses,
including reasonable counsel fees. Nothing herein contained shall imply any
obligation on the part of Landlord to make any payment or perform any act
required of Tenant, and the exercise of the right to do so shall not constitute
a release of any obligation or a waiver of any default. All payments made and
all costs and expenses incurred in connection with any exercise of such right by
Landlord shall be reimbursed by Tenant within five (5) days after such payments,
together with interest at the rate of prime plus two percent (2%) per annum from
the respective dates of the making of such payments or the incurring of such
costs and expenses.
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23. INDEMNIFICATION OF LANDLORD: Tenant shall and does hereby indemnify and
old harmless Landlord from and against any and all liabilities, obligations,
damages, penalties, farms, costs, charges and expenses, including reasonable
attorneys' fees, which may be imposed upon or incurred by or asserted against
Landlord by reason of any of the following occurring during the term of this
Lease, except to the extent caused by the negligence or willful misconduct of
Landlord: (i) any work or thing done by or for the account of Tenant in, on or
about the Premises or any part thereof; (ii) any negligence of Tenant or any
agent, contractor, employee, licensee or invitee of Tenant; (iii) any accident,
injury or damage to any person or property occurring in, on or about the
premises or any part thereof (unless caused by Landlord or any agent, employee,
or contractor of (Landlord); (iv) any failure on the part of Tenant to perform
or comply with any of the agreements, terms or conditions contained in this
Lease on its part to be performed or complied with. In the event that any action
or proceeding shall be brought against Landlord by reason of any claim covered
by this paragraph, then Tenant, upon written notice from Landlord, will at
Tenant's sole cost and expense resist or defend the same by counsel reasonably
approved by Landlord. The obligations of tenant under this paragraph shall
survive the expiration or termination of this Lease.
24. ENTRY BY LANDLORD: Upon the giving of prior written notice to Tenant
(except in the event of an emergency where such notice may be oral), within a
reasonable period of time, Landlord shall have the right, but not the
obligation, to enter into and upon the Premises or any part thereof at all
reasonable hours for the purpose of inspection, but said right shall not be
exercised in such a way as to unreasonably interfere with the business of
Tenant.
25. POSSESSION ON TERMINATION: Tenant covenants and agrees to and with
Landlord that, upon cancellation or termination of this Lease, whether by lapse
of time or because of any of the conditions, covenants, agreements, or other
provisions contained herein, Tenant shall peaceably and quietly yield up and
surrender possession to Landlord of the Premises and all improvements then
standing thereon, in good order and condition, reasonable wear and tear and loss
by casualty or condemnation excepted.
26. MORTGAGES: This Lease and all rights of Tenant hereunder are and shall
be subject and subordinate to any mortgage, deed to secure debt, deed of trust,
ground lease or other instrument in the nature thereof (herein called
"Mortgage") which may hereafter affect Landlord's fee title to the Premises
and/or Building; provided, however, that if the holder of any Mortgage elects to
have this Lease prior to the lien of such holder's Mortgage, and gives written
notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage, and
further provided that, as a condition to subordinating its rights and interest
under this Lease to any such Mortgage, Tenant shall be entitled to require the
holder of said Mortgage to provide Tenant with an agreement in writing,
providing that, for so long as Tenant is not in default under this Lease beyond
any applicable notice and cure periods, the holder of such Mortgage shall not
disturb Tenant's use and occupancy of the Premises. Tenant shall within five (5)
days of request execute, acknowledge and deliver to Landlord, to Landlord's
designee and/or the holder of any such Mortgage, the following: (i) such
certificate or certificates that may be requested by Landlord or such holder to
evidence the subordination of this
14
Lease to such Mortgages; (ii) such certificate or certificates that may be
requested by Landlord or such holder to make this Lease superior to the lien of
any such Mortgages; and (iii) such attornment agreements as may be reasonably
requested by successors to Landlord hereunder. If the holder of any such
Mortgage shall hereafter succeed to the rights of Landlord under this Lease,
whether through possession or foreclosure action or delivery of a new lease,
Tenant shall, at the request of such holder, attorn to and recognize such
successor as Tenant's landlord under this Lease. Tenant shall promptly execute
and deliver any instrument that may be necessary to evidence such attornment.
27. ENVIRONMENTAL COVENANTS: Tenant hereby covenants and agrees that Tenant
shall not cause or permit any "Hazardous Substances" (as hereinafter defined) to
be generated, placed, held, stored, used, located or disposed of at the Premises
or any part thereof, except for Hazardous Substances as are commonly and legally
used or stored as a consequence of using the Premises for the uses permitted in
Section 10 above, but only so long as the quantities thereof do not pose a
threat to public health or to the environment or would necessitate a "response
action," as that term is defined in CERCLA (as hereinafter defined), and so long
as Tenant strictly complies or causes compliance with all applicable
governmental rules and regulations concerning the use or production of such
Hazardous Substances. For purposes of this Section 27, "Hazardous Substances"
shall mean and include those elements or compounds which are contained in the
list of Hazardous Substances adopted by the United States Environmental
Protection Agency (EPA) or the list of toxic pollutants designated by Congress
or the EPA which are defined as hazardous, toxic, pollutant, infectious or
radioactive by any other federal, state or local statute, law, ordinance, code,
rule regulation, order or decree regulating, relating to or imposing liability
(including, without limitation, strict liability) or standards of conduct
concerning, any hazardous, toxic or dangerous taste, substance or material, as
now or at any time hereinafter in effect (collectively "Environmental Laws")
Tenant hereby agrees to indemnify Landlord and hold Landlord harmless from and
against any and all losses, liabilities, including strict liability, damages,
injuries, expenses, including reasonable attorneys' fees, costs of settlement or
judgment and claims of any and every kind whatsoever paid, incurred or suffered
by, or asserted against, Landlord by any person, entity or governmental agency
for, with respect to, or as a direct or indirect result of, the presence in, or
the escape, leakage, spillage, discharge, emission or release from, the Premises
of any Hazardous Substances (including, without limitation, any losses,
liabilities, including strict liability, damages, injuries, expenses, including
reasonable attorneys' fees, costs of any settlement or judgment or claims
asserted or arising under the Comprehensive Environmental Response, Compensation
and Liability Act ["CERCLA"], any so-called federal, state or local "Superfund"
or "Superlien" laws or any other Environmental Law), as the result of the acts
or omissions relating to the operation, enjoyment or use of the Premises by
Tenant or its employees, agents, contractors or invitees during the Lease
Term hereof. In no event shall Tenant have any indemnification obligations to
Landlord for Hazardous Substance contamination of the Premises resulting from
the acts of unaffiliated third Parties Likewise, in no event shall Landlord have
any indemnification obligations to Tenant for Hazardous Substance contamination
of the Premises resulting from the acts of unaffiliated third
15
parties. The obligations of Tenant under this Section shall survive any
expiration or termination of this Lease.
28. RELEASE AND SUBROGATION: In addition to, and not in lieu of, any and
all other releases and waivers by Tenant and Landlord contained in this Lease,
Tenant and Landlord hereby waive, and release each other from, any and all
claims, rights, demands and causes of action which it might have at any time
against the other on account of property loss or damage that is or should be
covered by any insurance policy Tenant or Landlord has or is required to have
pursuant to this Lease. Furthermore, in addition to and not in lieu of any and
all other releases and waivers by Tenant contained herein, and notwithstanding
any other provision contained herein to the contrary, Tenant hereby waives and
releases Landlord from any and all claims, rights, demands or causes of action
which it might have at any time against Landlord on account of any loss or
damage to improvements made by Tenant to the Premises or Tenant's personalty
located at the Premises that is or could have been covered under insurance on
the "all risk-extended coverage" or equivalent form on a replacement cost
basis. Each party shall obtain from its respective insurers under all policies
of fire, theft, public liability, workmen's compensation and other insurance
maintained by such party at any time during the term of this Lease insuring or
covering the Premises or any portion thereof or operations therein or therefrom,
a waiver of all rights of subrogation which the insurer of such party might have
against the other party or its affiliates.
29. LEASEHOLD MORTGAGE: Tenant shall have a right to encumber its interest
in this Lease through a leasehold mortgage for the benefit of any of Tenant's
third party lenders (a "Leasehold Mortgage"). Landlord agrees that the
execution, delivery and performance of such a Leasehold Mortgage will not
constitute a default under this Lease.
30. TENANT FINANCING: Tenant shall have the right at any time to encumber
all or any portion of its interest in and to any inventory, furniture, trade
fixtures or equipment located in the Premises. Related thereto, Landlord
agrees to subordinate any lien rights which it might have in and to any such
inventory, furniture, trade fixtures or equipment to the lien rights of any
third party lender to Tenant.
31. RECORDATION OF LEASE: Either party hereto shall have the right to
require the other party to execute a memorandum or short form of this Lease in
recordable form and to record same provided, however, any such memorandum or
short form lease shall exclude the financial terms contained herein. The cost
of recording such memorandum or short form lease shall be borne by the party
requesting such recordation. Related thereto, Tenant acknowledges and agrees
that it shall at the end of the term of this Lease execute and deliver to
Landlord such instrument as may be reasonably requested by Landlord to clear
Landlord's title of the encumbrance imposed by such memorandum or short form
lease.
32. MISCELLANEOUS: Landlord and Tenant do hereby further agree as follows:
16
(a) Time is of the essence of this Lease.
(b) This Lease sets forth the entire agreement between the parties
hereto with respect to the leasing of the Premises, and no representation,
inducement, promise or agreement, oral or otherwise, between the parties hereto
not set forth herein shall be of any force or effect.
(c) Except as expressly set forth to the contrary in this Lease, no
right or remedy herein conferred upon or reserved to Landlord is intended to be
exclusive of any other right or remedy, and each and every right or remedy shall
(except as otherwise expressly provided herein) be cumulative and in addition to
any other right or remedy given hereunder, or now or hereafter existing, at law
or in equity or by statute.
(d) Tenant hereby waives for itself and all those claiming under it
all right now and hereafter existing to redeem the Premises after termination of
the Tenant's right of occupancy by order or judgment of any court or by any
legal process or writ.
(e) In the event of any litigation between Landlord and Tenant with
respect to any matter arising out of this Lease, the prevailing party in such
litigation shall be entitled to recover from the other party reasonable
attorneys' fees and other reasonable expenses incurred by the prevailing party.
(f) No waiver by Landlord of any breach by Tenant of any of Tenant's
obligations under this Lease shall be deemed to be a waiver of any subsequent or
continuing breach of the same or any other obligation, nor shall any forbearance
by Landlord to seek a remedy for any breach by Tenant be deemed a waiver by
Landlord of any of its rights or remedies with respect to such breach.
(g) The captions and headings throughout this Lease are for
convenience and reference only, and the words contained therein shall in no way
be held or deemed to define, limit, describe, explain, modify, amplify or add to
the interpretation, construction or meaning of any provision of or the scope or
intent of this Lease, nor in any way affect this Lease.
(h) If any term or provision of this Lease, or the application thereof
to any person or circumstances, shall to any extent be invalid or unenforceable,
the remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and be enforced to the fullest extent permitted by
law.
(i) This Lease may be changed, waived, discharged or terminated only
by an instrument in writing signed by the party against whom enforcement thereof
is sought.
17
(j) Subject to the limitations on assignment, subletting, and other
transfers set forth in this Lease, this Lease shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
heirs, legal representatives, successors and assigns.
(k) At any time and from time to time Tenant shall, upon request of
Landlord, execute, acknowledge and deliver to Landlord and to any potential
transferee of any interest of Landlord in the Premises an estoppel certificate
or other statement in writing, in such form as Landlord may reasonably require,
certifying as to the status and condition of the Premises and this Lease and as
to the status of the rights and obligations of the parties hereto.
(l) If Tenant remains in possession after expiration or termination of
this Lease with or without Landlord's written consent, Tenant shall become a
tenant-at-sufferance, and there shall be no renewal of this Lease by operation
of law. During the period of any such holding over, all provisions of this Lease
shall be and remain in effect except that the Base Rent shall be One Hundred
and Fifty Percent (150%) of the Base Rental in effect as of the termination of
the Lease; provided, however, that the inclusion of this provision in this Lease
shall not be construed as Landlord's consent for Tenant to hold over. Tenant
shall indemnify and hold Landlord harmless from all loss or damage which may
result from Tenant's holding over and, without limiting the generality of the
foregoing, Tenant shall indemnify Landlord against all claims made by any other
tenant or prospective tenant against Landlord resulting from any delay by
Landlord in delivering possession of the Premises to such tenant or prospective
tenant.
(m) The laws of the State of Georgia shall govern the interpretation,
validity, performance and enforcement of this Lease.
(n) The term "Landlord," as used in this Lease, shall include Landlord
and its successors and assigns. Landlord and Tenant covenant and agree that
Landlord's right to transfer or assign Landlord's interest in and to the
Premises, or any part or parts thereof, shall be unrestricted, and that in the
event of any such transfer or assignment by Landlord which includes the
Premises, Landlord's obligations to Tenant hereunder shall cease and terminate,
and Tenant shall look only and solely to Landlord's assignee or transferee for
performance thereof. Landlord agrees to provide Tenant notice of any such
transfer or assignment by Landlord of its interest in the Premises.
(o) Landlord's obligations and liability to Tenant with respect to
this Lease shall be limited solely to Landlord's equity interest in the
Premises. Neither Landlord nor any of the joint ventures of Landlord, nor any
officer, director, or shareholder of Landlord or of any of the joint ventures of
Landlord shall have any personal liability whatsoever with respect to this
Lease. Subject to the foregoing, Landlord shall be liable to Tenant due solely
to the gross negligence or willful misconduct of Landlord.
33. SPECIAL STIPULATIONS: The special stipulations set forth on EXHIBIT "B"
hereof, if any, are, by this reference, made a part hereof.
18
IN WITNESS WHEREOF, the parties hereto have executed this Lease under seal,
as of the date first above written.
LANDLORD:
PACE CONVERTING, INC., a Georgia
corporation
By: /s/ X. Xxxxx Xxxxxx
------------------------------------
Its: CHAIRMAN & SECRETARY
Attest:
By: /s/ R. Xxxxx Xxxxxx
------------------------------------
Its: VICE PRESIDENT
TENANT:
NETWORK COMMUNICATIONS, INC., a
Georgia corporation
By: /s/ X. Xxxxx Xxxxxx
------------------------------------
Its: CHAIRMAN & SECRETARY
Attest:
By: /s/ R. Xxxxx Xxxxxx
------------------------------------
Its: VICE PRESIDENT
19
EXHIBIT "A"
1
EXHIBIT "A"
LEGAL DESCRIPTION
All that tract or parcel of land lying and being in Land Xxx 00 xx xxx 0xx Xxxx
Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx, containing 9.651 acres as shown on that
certain Survey for Pace Converting. Inc., NationsBank of Georgia. N.A., and
Chicago Title Insurance Company, dated July 31, 1998, prepared by Precision
Planning, Inc., Xxxxxxx X. Xxxxx, GRLS No. 1678 and being more particularly
described according to said survey as follows:
TO LOCATE THE TRUE PLACE OR POINT OF BEGINNING commence at the intersection of
the southerly right of way line of S.R. 120 with the northwesterly right of way
line of Newpoint Parkway and run thence along the aforesaid right of way line of
Newpoint Parkway in a generally southeasterly direction a distance of 1058.97
feet to a point; thence leaving the aforesaid right of way line run South 72
degrees 23 minutes 54 seconds West a distance of 62.34 feet to a point, which
point marks the TRUE PLACE OR POINT OF BEGINNING.
FROM THE TRUE PLACE OR POINT OF BEGINNING AS THUS ESTABLISHED run thence South
23 degrees 05 minutes 06 seconds East a distance of 68.10 feet to a point; run
thence South 39 degrees 29 minutes 32 seconds East a distance of 116.38 feet to
a point; run thence South 39 degrees 29 minutes 32 seconds East a distance of
79.57 feet to a point marked by a 1/2 inch rebar found; run thence South 28
degrees 17 minutes 26 seconds East a distance of 220.59 feet to a point marked
by an iron pin set; run thence South 00 degrees 08 minutes 49 seconds East a
distance of 42.69 feet to a point marked by an iron pin set; run thence South 69
degrees 24 minutes 05 seconds West a distance of 167.60 feet to a point marked
by an iron pin set; run thence North 81 degrees 37 minutes 31 seconds West a
distance of 82.58 feet to a point; run thence North 81 degrees 38 minutes 16
seconds West a distance of 121.97 feet to a point marked by an iron pin set; run
thence North 69 degrees 45 minutes 11 seconds West a distance of 270.27 feet to
a point marked by an iron pin set; run thence North 52 degrees 26 minutes 19
seconds West a distance of 100.79 feet to a point marked by a 1/2 inch rebar
found; run thence North 69 degrees 45 minutes 11 seconds West a distance of
244.58 feet to a point marked by an iron pin set on the southeasterly right of
way line of Interstate 85 (under construction) (formerly Xxxxxxx Drive); run
thence along said right of way line North 28 degrees 04 minutes 49 seconds East
a distance of 105.54 feet to a point; continuing along said right of way line
North 37 degrees 28 minutes 44 seconds East a distance of 223.79 feet to a point
marked by an iron pin set; continuing along said right of way line North 37
degrees 28 minutes 44 seconds East a distance of 504.29 feet to a point marked
by a 1/2 inch rebar found; continuing along said right of way line North 37
degrees 08 minutes 55 seconds East a distance of 39.96 feet to a point; thence
leaving said right of way line run South 11 degrees 06 minutes 54 seconds East a
distance of 212.51 feet to a point; run thence South 23 degrees 05
minutes 60 seconds East a distance of 276.17 feet to a point, which point marks
the TRUE PLACE OR POINT OF BEGINNING.
TOGETHER WITH the easement for storm drainage and retention as set forth in the
certain Storm Drainage and Retention Point Easement from Highwoods/Forsyth
Limited Partnership to Pace Converting. Inc., recorded at Deed Book 14434, page
0025. Gwinnett County, Georgia Records.
FURTHER TOGETHER WITH the easement for access driveway as set forth in Driveway
Easement Agreement from Xxxxxx Group Partners, L.P. to Pace Converting, Inc.,
recorded at Deed Book 14434, page 0042, aforesaid records.
EXHIBIT "B"
Renewal Option: Provided that Tenant is not then in uncured default under this
Lease, Tenant shall have the option to renew this Lease as to the entire
Premises for two (2) successive five (5) year terms each of such terms
commencing upon the expiration of the ???? term hereof (the "Renewal Options").
Tenant shall exercise each Renewal Option ????? Landlord two hundred seventy
(270) days advance written notice of such election ???? to the expiration of the
then current term. If Tenant fails to give timely notice of its election to
exercise a Renewal Option, the subject Renewal Option, as well as the remaining
Renewal Options of Tenant shall lapse unexercised. The Base Rent rate for each
year of each Renewal Option term shall be subject to increases based on changes
to the Price Index provided for in Section 3 of the Lease.
1
