LEASE AGREEMENT
THIS LEASE AGREEMENT made and entered into as of the
1st day of December, 1995, by and between NORTH XXXXXX PARTNERSHIP,
a Virginia General Partnership, party of the first part and Lessor
herein, and PLUMA, INC., party of the second part and Lessee
herein;
W I T N E S S E T H:
WHEREAS, Lessor is the owner of a certain lot or
parcel of land off State Route 108 in Martinsville Magisterial
District of Xxxxx County, Virginia (see Exhibit 1 attached to the
Lease Agreement described hereinafter), on which is located certain
improvements containing a total of 00,000 xxxxxx xxxx xx xxxxx
xxxx; and
WHEREAS, Lessor desires to lease to Lessee said land
and building as shown on Exhibit 1 and Lessee desires to lease the
same from Lessor; and
WHEREAS, Lessor and Lessee desire to set forth the
terms and conditions of such lease herein;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1. Definitions. In addition to other
terms defined elsewhere in this Agreement, the following terms
shall have the following meanings in this Agreement unless the
context requires otherwise:
"Lease" shall mean this Agreement including any
amendments hereto;
"Authorized Representative of Lessee" shall mean
such person or persons as may be designated by Lessee;
"Authorized Representative of Lessor" shall mean
such person or persons as may be designated by Lessor;
"Building" shall mean the building containing 75,700
square feet as shown on Exhibit l; and
"Land" shall mean the real estate described in
Exhibit 1 attached hereto.
Section 1.2. Rules of Construction. The following
rules shall apply to the construction of this Lease Agreement
unless the context otherwise requires:
LAW OFFICES
YOUNG, XXXXXXX
XXXX & XXXXXXX
MARTINSVILLE, VA.
(a) Singular words shall connote the plural number
as well as the singular and vice versa.
(b) All references herein to particular articles or
sections are references to articles or sections of this Lease
Agreement.
(c) The headings herein are solely for convenience
of reference and shall not constitute a part of this Lease
Agreement nor shall they affect its meaning, construction or
effect.
ARTICLE II. REPRESENTATIONS
Section 2.1. Representations of Lessor. The Lessor
makes the following representations as the basis for its
undertakings hereunder: Lessor is duly organized as a Virginia
general partnership under the laws of the Commonwealth of Virginia
and has the power and authority to enter into the transactions
contemplated by this Lease Agreement and to carry out its
obligations hereunder and by proper action has duly authorized the
execution and delivery of, and the performance under, this Lease
Agreement.
Section 2.2. Representations of Lessee. The Lessee
makes the following representations as the basis for its
undertaking hereunder: Lessee is a corporation duly organized and
existing and has the power to enter into this Agreement and the
transactions contemplated hereby and to perform its obligations
hereunder and by proper action has duly authorized the execution
and delivery of and the performance under this Lease Agreement.
ARTICLE III. PREMISES
Section 3.1. Premises. Lessor hereby leases to
Lessee and Lessee hereby leases from Lessor the Land and the
Building containing approximately 75,700 square feet of floor area,
as described on Exhibit 1 attached hereto, all of which have been
inspected and accepted in their present condition. Lessor
represents and warrants that the Land and Building will be in the
same condition on the date Lessee takes possession, reasonable wear
and tear and items removed by current tenant excepted, and Lessee
shall have the right to inspect and verify.
ARTICLE IV. COMMENCEMENT OF TERM
Section 4.1. Term. To have and hold the same unto
Lessee for the initial term, commencing on
December 1, 1995, the commencement date, and ending on February 1
1998, all on the covenants, conditions, and agreements hereinbefore
and hereinafter stated.
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YOUNG, XXXXXXX
XXXX & XXXXXXX
MARTINSVILLE, VA.
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ARTICLE V. RENT
Section 5.1. Rent Payments. During the term of this
Lease Agreement, Lessee covenants and agrees to pay the Lessor a
monthly rent, the amount of which said monthly rent shall be
Fourteen Thousand Five Hundred and No/lOOths Dollars ($14,500.00)
per month. Rent shall be payable in equal monthly installments in
advance on the first day of each month during the term of this
Lease Agreement at the offices of Lessor or such place as Lessor
may designate without any offset or deduction. In addition to said
rent, a late charge of five percent (5%) of the amount of any
monthly rental payment shall be due and payable if such monthly
rental payment is not received by Lessor on or before the tenth
(lOth) day of the month in which it was due.
Section 5.2. Additional Rent. The rent referred to
herein shall be automatically increased on December 1 of each lease
year during the term of this Lease if the cost of living has at
that time increased since the previous December 1 as evidenced by
a change in the official Consumer Price Index for Urban Wage
Earners and Clerical Workers (including single workers) published
by the Bureau of Labor Statistics, United States Department of
Labor (1957-59 = 100) hereinafter referred to as "Bureau of Labor
Statistics Consumer Price Index." The rent for each lease year, or
part thereof should the term sooner expire, shall be increased by
one half (1/2) of an amount which shall bear the same proportion to
the previous year's rent as the Bureau of Labor Statistics Consumer
Price Index for the calendar year preceding the commencement of
such one-year period bears to the Bureau of Labor Statistics
Consumer Price Index for the preceding year of this lease. These
increases are to be compounded from year to year. If the Bureau of
Labor Statistics changes the form or basis of calculating Bureau of
Labor Statistics Consumer Price Index, the parties agree that
payments hereunder shall be calculated from the most recent cost of
living index statistics published by the Bureau of Labor
Statistics.
The parties agree that Lessee may be required from
time to time to pay additional rent during the initial term or any
extended or renewal term, which additional rent shall be due if
Lessor's costs of taxes and/or insurance relating to the Land and
Building increase. If such increase occurs, Lessee shall pay an
amount, as additional rent, equal to one-half (1/2) of such
increase, payable in equal monthly installments. If Lessor
verifies in writing to Lessee that real estate taxes and/or
insurance on the Land and Building have increased, Lessee agrees to
an increase in rent equal to one-half (1/2) of the cost of such
increase.
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YOUNG, XXXXXXX
XXXX & XXXXXXX
MARTINSVILLE, VA.
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ARTICLE VI. USE
Section 6.1. Use of the Premises. Lessee shall use
and occupy the premises for its legal activities, which shall
include the operation of a textile warehouse manufacturing facility
and general offices related thereto and for no other purpose
without the express consent of Lessor. Lessee shall not suffer or
permit the premises or any part thereof to be used in any manner,
or anything to be done therein, or suffer or permit anything to be
brought into or kept in the premises which would in any way (i)
violate any law or requirement of public authorities; (ii) cause
structural injury to the Building or any part thereof; (iii)
interfere with the normal operations of the heating,
air-conditioning, ventilating, plumbing or other mechanical or
electrical systems of the Building or the elevators installed
therein; (iv) constitute a public or private nuisance; (v) alter
the appearance of the exterior of the Building or conduct any major
alterations on the interior of the Building without the written
consent of Lessor.
Section 6.2. Hazardous Materials. Lessee shall not
cause or permit any Hazardous Material to be brought on or kept or
used in or about the Leased Premises by Lessee, its agents,
employees, contractors or invitees without the prior written
consent of Lessor, which Lessor shall not unreasonably withhold so
long as Lessee demonstrates to Lessor's reasonable satisfaction
that the Hazardous Material is necessary or useful to Lessee's
business and will be used, kept and stored in a manner that
complies with all laws, rules, statutes, and ordinances regulating
any such Hazardous Materials so brought on or used or kept in or
about the premises.
If Lessee breaches the obligation stated above in this
paragraph, or if the presence of hazardous material on or about the
premises caused or permitted by Lessee results in contamination of
the premises, or if contamination of the premises or surrounding area
by Hazardous Material otherwise occurs for which the Lessee is
legally liable to Lessor for damage resulting therefrom, Lessee
shall indemnify, defend and hold Lessor completely harmless from
any and all claims, judgments, damages, penalties, fines, costs,
liabilities or losses (including, without limitation, diminution in
value of the premises or the improvements thereon, damages for the
loss or restriction on the use of rentable or usable space or of any
immunity of the premises, damages arising from any adverse impact on
marketing of space in the premises, and sums paid in settlement of
claims, attorneys' fees, consultant fees, and expert fees) that arise
during or after the term of this Lease as a result of that
contamination. This indemnification of Lessor by Lessee includes,
without limitation, costs incurred in connection with any
investigation of site conditions or any cleanup, remedial, removal or
restoration work required by any federal, state or local governmental
agency or political
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subdivision because of Hazardous Material present in the soil or
ground water on, under or about the premises. Without limiting the
foregoing, if the presence of any Hazardous Material on or about
the premises caused or permitted by Lessee results in the
contamination of the premises or surrounding area or causes the
premises or surrounding area to be in violation of any laws, rules,
statutes or ordinances, Lessee shall promptly take all actions at
its sole expense as is necessary to return the premises and
surrounding area to the condition existing before the introduction
of any such Hazardous Material, provided, that Lessor's approval of
those actions shall first be obtained, which approval shall not be
unreasonably withheld so long as those actions would not
potentially have any material adverse long-term or short-term
effect on the premises or surrounding area.
As used herein, the term "Hazardous Materials" shall
mean and include any hazardous or toxic materials, substances, or
wastes, including (i) any material, substances or wastes that are
toxic, ignitable, corrosive or reactive and that are regulated by
any local governmental authority, any agency of the Commonwealth of
Virginia, or any agency of the United States government; (ii)
asbestos; (iii) petroleum and petroleum-based products; (iv) urea
formaldehyde foam insulation; (v) polychlorinated biphenyls
("PCBs"); (vi) freon and other chlorofluorocarbons; (vii) those
designated as hazardous substances pursuant to Section 1004 of the
Federal Resource Conservation and Recovery Act, 42 USCS 6901, et
seq., and (viii) those designated as hazardous substances pursuant
to Section 101 of the Comprehensive Environmental Response,
Compensation and Recovery Act, 42 USCS 9601, et seq.
Lessee shall promptly notify Lessor of and shall
promptly provide Lessor with true, correct, complete and legible
copies of all of the following environmental items relating to the
leased premises that may be filed or prepared by or on behalf of,
or delivered to or served on, Lessee or Lessee's agents: reports
filed pursuant to any self-reporting requirements, reports filed
pursuant to any applicable laws or this Lease, all permit
applications, permits, monitoring reports, workplace exposure, and
community exposure warnings or notices, and all other reports,
disclosures, plans, manifests or documents (even those that may be
characterized as confidential) relating to water discharges, air
pollution, waste generation or disposal, underground storage tanks
or Hazardous Materials.
The provisions of this Section, including, without
limitation, the indemnification provisions set forth herein, shall
survive any termination or expiration of this Lease.
ARTICLE VII. REPAIRS; ALTERATIONS; FIXTURES
Section 7.1. Lessor Maintenance. Lessor shall, at
Lessor's own expense, maintain only the roof, exterior walls,
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foundation and other structural portions of the premises, except
damages occasioned by acts or omissions of Lessee or its employees
or invitees.
Section 7.2. Lessee Maintenance. Lessee shall
maintain the demised premises in the condition it is in on the day
possession is accepted by Lessee and suffer no damage or injury to
it save ordinary wear and tear. Lessee shall be responsible for
all repair and maintenance of any kind, nature or description,
excepting only maintenance of the roof, exterior walls, foundation
and other structural portions (except damages occasioned by acts or
omissions of Lessee or its employees or invitees). Lessee shall be
responsible to maintain the interior of its premises including all
electrical fixtures, plumbing fixtures, trade fixtures, fire system
and security devices and any and all other equipment of every kind,
nature or description. Lessee at its own expense shall cause such
regular, periodic inspections as may be reasonably required by
Lessor to be performed on the fire control system serving the
premises in accordance with Factory Mutual requirements and submit
copies of same to Lessor.
ARTICLE VII. TAXES
Section 8.1. Payment of Taxes. Lessor shall be
responsible to pay and shall pay when they are due all real estate
taxes attributable to Lessor's ownership of the Land and Building,
subject, however, to the provisions of Section 5.2 above.
ARTICLE IX. UTILITIES
Section 9.1. Payment of Utility Expenses. Lessee
shall bear the cost of all utilities.
ARTICLE X. INSURANCE
Section 10.1. Insurance. Lessee at Lessee's own
expense and cost shall maintain insurance protecting and
indemnifying Lessee, Lessor and their assigns against any and all
claims for injury and/or damage to persons or property or for the
loss of life or of property occurring in or about the premises
occupied by Lessee. Such insurance shall not be less than One
Million Dollars ($l,000,000) in respect of bodily injury, death to
any one person and not less than Three Million Dollars ($3,000,000)
in respect of any one occurrence or accident and not less than One
Hundred Thousand Dollars ($100,000) for property damage. Lessee
shall, at its own expense, provide such insurance as it may deem
necessary to protect itself for damage by fire or other casualty
occurring wlthin the space leased by Lessee. On or before the
commencement date, Lessee shall furnish Lessor with a certificate
evidencing the aforesaid coverage.
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XXXX & XXXXXXX
MARTINSVILLE, VA.
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Section 10.2 Waiver of Subroqation. Lessor and
Lessee agree (to the extent that such agreement does not invalidate
coverage under any policy of insurance) that, in the event the
demised premises, or any part thereof, are damaged or destroyed by
fire or other casualty that is covered by insurance of the Lessor
or Lessee, or the sublessees, assignees or transferees of Lessee,
the rights of any party against the other or against the employees,
agents or licensees of any part, with respect to such damage or
destruction and with respect to any loss resulting therefrom,
including the interruption of the business of any of the parties,
are hereby waived to the extent of the coverage of said insurance.
Lessor and Lessee further agree that all policies of fire, extended
coverage, business interruption and other insurance covering the
demised premises or the contents therein shall, if possible,
provide that the insurance shall not be impaired if the insureds
have waived their right of recovery from any person or persons
prior to the date and time of loss or damage. Any additional
premiums for such clause or endorsement shall be paid by the
primary insured.
ARTICLE XI. DAMAGE BY FIRE OR OTHER CASUALTY
Section 11.1. Damages. In the event of total or
partial destruction of or damage to the leased premises by fire or
any other cause during the term hereof, Lessor shall be obligated
to and shall with due diligence rebuild or restore the leased
premises to a condition comparable to that existing prior to the
occurrence of said destruction or damage.
If any such destruction or damage to the leased
premises is such as to prevent the operation of Lessee's business
on the leased premises, or to make it impractical so to do, then
the rent, taxes and any other charges to be paid by Lessee
hereunder shall xxxxx from the occurrence of any destruction or
damage up to and including the time that the leased premises has
been rebuilt or restored. The amount of such abatement is to be
determined by taking a fraction, the numerator of which shall be
the square foot area of the building which is a part of the leased
premises which is usable in the operation of Lessee's business on
the leased premises following any destruction or damage thereto and
the denominator of which shall be the total square foot area,
inside dimensions, of such building. The amount of which results
from the multiplication of such fraction by all rent and taxes and
all other charges that would have been due from Lessee to Lessor
hereunder but not for the destruction or damage, shall be the
amount payable to Lessee for the period commencing with any
destruction or damage and terminating with the completion by
Lessor, of the aforesaid rebuilding or restoration.
In the event of the destruction of more than fifty
percent (50%) of the leased premises, either Lessor or Lessee shall
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MARTINSVILLE, VA.
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have the option to terminate this lease upon notice to the other
within thirty (30) day of such destruction.
ARTICLE XII. ASSIGNMENT; SUBLETTING
Section 12.1. Assiqnment. Lessee shall not assign or
sublet the premises without the prior written consent of Lessor. A
change in identity of Lessee, by virtue of acquisition, merger,
consolidation, or other corporate reorganization shall not be deemed
to be an assignment or sublease. Lessor shall have the right to
withhold its consent to assign or sublet the premises for any reason.
Lessee acknowledges that Lessor has obtained financing which may
require assignment of this Lease. Lessee expressly consents to such
assignment. Lessee may not sublet or assign without the prior written
consent of Lessor, which consent may not be unreasonably withheld.
Section 12.2. Subordination. Lessee's rights under
this Lease Agreement are subordinate to the terms and conditions of
Lessor's deed of trust as executed with Lessor's lending institution
and is further subject to the security interest of that lending
institution. Upon Lessor's request, Lessee shall agree to subordinate
this lease to any mortgage or trust deeds which may hereafter be
placed on the demised premises and to any and all advances to be made
thereunder, and to the interest thereon, and all renewals,
replacements and extensions thereof, and shall execute any and all
further instruments necessary to that purpose, provided such
mortgagee or trustee named in such mortgage or trust deeds shall
agree to recognize the lease and the rights under this Lease in the
event of foreclosure if Lessee is not in default hereunder.
ARTICLE XIII. NO LIABILITY ON LESSOR'S PART
Section 13.1. Lessor Liability. Except as specified
herein, Lessor and its agents shall not be liable for any damage to
property of Lessee or of others entrusted to employees of the Lessee,
nor for the loss of or damage to any property of Lessee by theft or
otherwise. Lessor and its agents shall not be liable for any injury
or damage to persons or property resulting from fire, explosion,
falling plaster, steam, gas, electricity, water, rain, snow or leaks
from any part of the Building or from the pipes, alliances, or
plumbing works or from the street, or subsurface or from any other
place or by dampness or any other cause of whatsoever nature unless
caused or due to the willful act or negligence of Lessors, its
agents, servants or employees; nor shall Lessor and its agents be
liable for any such damage caused by other tenants or persons in the
Building or caused by operations in construction of any private,
public or quasi-public work; nor shall Lessor be liable for damages
or injury to the person or property of Lessee or others unless caused
by the willful act or negligence of Lessor. Notwithstanding any
provision herein to the contrary,
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YOUNG, XXXXXXX
XXXX & XXXXXXX
MARTINSVILLE, VA.
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Lessor shall be liable for such damages as directy result to
Lessee from failure of the Lessor to maintain or repair, with
reasonable promptness, those items which Lessor is required to
maintain and repair. Upon receiving notice from Lessee that
maintenance or repairs are required, Lessor shall have a
commercially reasonable time to repair the same and it shall not be
liable for any damage sustained by Lessee during a commercially
reasonable repair period. If Lessor shall fail to perform such
maintenance or repair within a commercially reasonable time, then
Lessor shall be responsible for such damages sustained by Lessee
upon Lessor's failure to maintain and repair the premises in a
commercially reasonable time; however, in no event shall Lessor be
held responsible for indirect or consequential damages, such as
loss of profit, goodwill, etc.
ARTICLE XIV. CONDEMNATION
Section 14.1. Condemnation of Premises. In the
event that all or a material part of the Building shall be
condemned or taken in any manner for any public or quasi-public
use, this Lease Agreement shall cease and terminate as of the date
of the vesting of title. A condemnation of part of the parking
area shall not work a termination of the Lease Agreement unless the
part so taken renders the Lessee's operation practically
impossible, in which event this Lease Agreement shall cease and
terminate. In the event of any condemnation or taking hereinabove
mentioned which causes a termination of the Lease Agreement, Lessor
shall be required to account to Lessee for the condemnation award
to the extent that such condemnation award includes compensation to
Lessor for improvements installed at Lessee's sole expense.
ARTICLE XV. DEFAULTS; REMEDIES
Section 15.1. Default and Remedies.
(a) If Lessee defaults (l) in fulfilling any of the
covenants of this Lease Agreement, requiring the payment of rent or
additional rent, or (2) in complying with any of the other terms,
conditions or provisions of this Lease Agreement, or (3) if Lessee
ceases to conduct its business in the demised premises or leaves
the same vacant, then, in the case of nonpayment of rent which
continues for ten (10) days after Lessor provides written notice to
Lessee specifying such default, or if Lessee defaults in any one or
more of the events referred to in (2) or (3) above, then upon
Lessor's providing a fifteen (15) day written notice upon Lessee
specifying the nature of said default and upon the expiration of
said fifteen (15) days, if Lessee shall have failed to comply with
or remedy such default, or if said default or omission complained
of shall be of such a nature that the same cannot be completely
cured or remedied within said fifteen (15) day period, and if
Lessee shall not have diligently commenced curing such default with
such fifteen (15) day period, and shall not thereafter with
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MARTINSVILLE, VA.
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reasonable diligence and in good faith proceed to remedy or cure
such default, then Lessor may provide a written fifteen (15) day
notice of cancellation of this Lease Agreement to Lessee and upon
the expiration of said fifteen (15) days, this Lease Agreement and
the term hereunder shall end and expire as fully and completely as
if the date of expiration of such fifteen (15) day period were the
day herein definitely fixed for the end and expiration of this
Lease Agreement and the term thereof and Lessee shall then quit and
surrender the demised premises to Lessor but Lessee shall remain
liable as hereinafter provided.
(b) If the fifteen (15) day notice of cancellation
provided for in (a) hereof shall have been given and the term shall
expire as aforesaid; or if Lessee shall remain in default after ten
(10) days notice in the payment of the rent set forth herein or any
item of additional rent herein mentioned, then and in any of such
events, Lessor may without further notice re-enter the demised
premises either by force or otherwise and dispossess Lessee by
summary proceedings or otherwise, and the legal representatives of
Lessee or other occupant of the demised premises and remove their
effects and hold the premises as if this Lease Agreement had not
been made, but Lessee shall remain liable hereunder as hereinafter
provided and Lessee hereby waives the service of notice of
intention to re-enter or institute legal proceedings to that end.
Section 15.2. Rent Deficiency. In case of any such
default, re-entry, expiration and/or dispossess by summary
proceedings or otherwise, (a) the rent and additional rent shall i
become due thereupon and be paid up to the time of such re-entry,
or dispossess together with such expenses as Lessor may incur for
legal expenses, attorney's fees, brokerage, and/or putting the
demised premises in good order or for preparing the same for
re-rental; (b) Lessor may re-let the premises or any part or parts
thereof, either in the name of lessor or otherwise for a term or
terms, which may at Lessor's option be less than or exceed the
period which would otherwise have constituted the balance of the
term of this Lease Agreement and may grant concessions or free
rent; and/or (c) Lessee or the legal representatives of Lessee
shall also pay Lessor's liquidated damages for the failure of
Lessee to observe and perform said Lessee's covenants herein
contained, any deficiency between the rents and additional rents
hereby reserved and/or covenanted to be paid and the net amount, if
any, of the rents collected or to be collected on account of the
lease or leases of the demised premises for each month of the
period which would otherwise have constituted the balance of the
term of this Lease Agreement. The failure or refusal of Lessor to
re-let the premises or any part or parts thereof shall not release
or affect Lessee's liability for damages although Lessor shall be
under a duty to exercise diligence and good faith in an effort to
re-let the same and mitigate damages. In computing such damages,
there shall be added to said deficiency such expenses as Lessor may
incur in connection with re-letting such as legal expenses,
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attorney's fees, brokerage, and for keeping the demised premises in
good order or for preparing the same for re-letting. Any such
damages shall be paid in monthly installments by Lessee on the rent
date specified in this Lease Agreement and any suit brought to
collect the amount of the deficiency for any month shall not
prejudice in any way the rights of Lessor to collect the deficiency
for any subsequent month or months by a similar proceeding. Lessor
may at Lessor's option make such alterations, repairs or
replacements in the demised premises as Lessor in Lessor's sole
judgment considers advisable and necessary for the purpose of
re-letting the demised premises; and the making of such
alterations, repairs or replacements shall not operate or be
construed to release Lessee from liability hereunder as aforesaid.
Lessor shall in no event be liable in any way whatsoever for
failure to re-let the demised premises provided Lessor makes a good
faith effort to re-let the same, or in the event that the demised
premises are re-let for failure to collect the rent thereunder
provided reasonable diligence is used in an attempt to collect such
rent. Any such action against Lessee may be an action for the full
amounts of all rents and damages suffered or to be suffered by
Lessor. In the event of a breach by Lessee of any of the covenants
or provisions hereof, Lessor shall have the right of injunction and
the right to invoke any remedy allowed at law or in equity as if
re-entry, summary proceedings and other remedies were not herein
provided for. Mention in this Lease Agreement of any particular
remedy shall not preclude Lessor from any other remedy, in law or
in equity, the foregoing remedies and rights of Lessor are
cumulative. Lessee hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the
event of Lessee being evicted or dispossessed for any cause, or in
the event of Lessor obtaining possession of the demised premises,
by reason of the violation by Lessee of any of the covenants and
conditions of this Lease Agreement or otherwise.
Section 15.3. Default by Lessor. Should Lessor
default in Lessor's duty to pay taxes, insurance and debt service
payments to a lending institution or in its obligation to maintain
the roof, Lessee shall have and enjoy, in addition to any other
rights under this Lease or under common law or by statute, the
right to divert rent payments hereunder from Lessor to pay directly
taxes, insurance required to be maintained by Lessor, bank payments
a lending institution or to necessary roof repairs. Provided,
however, that Lessee's right to divert rent payments for roof
repairs shall be conditioned upon Lessee's reasonable notice to
Lessor of the necessity for repairs and upon Lessor's failure to
make such repairs in a commercially reasonably time.
ARTICLE XVI. COVENANT OF QUIET ENJOYMENT
Section 16.1. Quiet Enjoyment. Lessor warrants and
represents that it has full authority to execute this Lease
Agreement for the term aforesaid and covenants that upon Lessee's
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paying the rent and performing the covenants to be observed and
performed on Lessee's part, Lessee may peaceably and quietly have,
hold and enjoy the demised premises, subject, nevertheless, to the
terms and conditions of this Lease Agreement.
ARTICLE XVII. NOTICES
Section 17.1. Notice to Lessor. Any notice
required or permitted to be given to Lessor shall be deemed to have
been properly given upon mailinh the same by certified or
registered mail to Lessor, c/o Xxxxxxx X. Xxxxxx Corporation, Xxxx
Xxxxxx Xxx 0000, Xxxxxxxxxxxx, Xxxxxxxx 00000-0000. Lessor
reserves the right to designate another representative for the
purpose of receiving notices required or permitted to be made
hereunder provided the designation is made in writing and delivered
to Lessee.
Section 17.2. Notice to Lessee. Any notice
required or permitted to be given to Lessee shall be deemed to have
been properly given upon mailing the same by certified or
registered mail to Pluma, Inc., Xxxx Xxxxxx Xxx 000, Xxxx, Xxxxx
Xxxxxxxx 00000, ATTN: R. Xxxx Xxxxxxx, Xx. Lessee reserves the
right to designate another representative for the purpose of
receiving notices required or permitted to be made hereunder
provided the designation is made in writing and delivered to
Lessor.
ARTICLE XVIII. ALTERATIONS
Section 18.1. Alterations; Improvements. Lessee
shall have the right to make alterations to the premises,
conditioned upon Lessee obtaining Lessor's approval, which said
approval shall not be unreasonably withheld. Lessee's request for
Lessor's approval shall be in writing describing the proposed
alterations in detail and Lessor's response to Lessee shall be in
writing. All improvements shall become the property of Lessor upon
termination of occupancy.
ARTICLE XIX. MISCELLANEOUS
Section 19.1. Entire Agreement. This Agreement
constitutes the entire understanding between the parties and shall
be conclusively deemed to supersede all prior written or verbal
communications between the parties. This Agreement may not be
modified or terminated unless in writing, signed by the party to be
bound thereby.
Section 19.2. Governing Law. This Agreement is to
be governed and construed in accordance with the laws of the
Commonwealth of Virginia.
LAW OFFICES
YOUNG, XXXXXXX
XXXX & XXXXXXX
MARTINSVILLE, VA.
12
Section 19.3. Attorneys Fees. In the event of a
breach of this Agreement, the breaching party shall be responsible
for all cost and expenses of the other party, including reasonable
attorneys' fees.
WITNESS the following signatures and seals the day
and year first above written:
LESSOR:
NORTH XXXXXX PARTNERSHIP, a
Virginia General Partnership,
BY: /s/ Xxxxx X. Xxxxxx
BY: /s/ Xxxxx X. Xxxxxx
BY: /s/ Xxxxxxx X. Xxxxxx, Xx.
LESSEE:
PLUMA, INC.
BY: /s/ R. Xxxx Xxxxxxx
LAW OFFICES
YOUNG, XXXXXXX
XXXX & XXXXXXX
MARTINSVILLE, VA.
13
COMMONWEALTH OF VIRGINIA
CITY OF MARTINSVILLE, TO-WIT:
The foregoing was acknowledged before me, this 16th
day of January , 1996, by Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxx
and Xxxxxxx X. Xxxxxx, Xx., partners of North Xxxxxx Partnership,
a Virginia general partnership.
My commission expires: 11-30-98
/s/ Xxxxx X. Xxxxx
NOTARY PUBLIC
STATE OF Virginia
COUNTY OF ?????? , TO-WIT:
The foregoing was acknowledged before me, this 26th
day of June 1996, by R. Xxxx Xxxxxxx
the President of Pluma, Inc.
My commission expires: 11-30-2000
/s/ Xxxxx X. McPelk
NOTARY PUBLIC
LAW OFFICES
YOUNG, XXXXXXX
XXXX & XXXXXXX
MARTINSVILLE, VA.
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