LEASE AGREEMENT
THIS INDENTURE OF LEASE, made and entered into by and
between CHROMATEX, INC., a corporation organized and existing under
the laws of the State of New Jersey (hereinafter referred to as the
"Lessor"), and XXXX, INC., a corporation organized and existing
under the laws of the State of North Carolina (hereinafter referred
to as the "Lessee").
W I T N E S S E T H:
THAT FOR AND IN CONSIDERATION of the payment of the rent
and mutual covenants herein contained, Lessor does hereby lease,
demise, and let unto Lessee and Lessee does hereby hire and take
from Lessor the real property described on the attached Exhibit A,
located in Luzenne County, Pennsylvania.
The property described on the attached Exhibit A is
herein referred to as the "Premises."
1. TERM AND OPTION TO RENEW. The term of this lease
shall be for a period of three (3) years, commencing on November 1,
1993 and terminating on October 31, 1996 at 12:00 P.M.
Lessee shall have options to extend this lease for four
(4) additional terms of three (3) years each, which options must be
exercised by Lessee in writing at least six (6) months prior to the
expiration of the term preceding the term for which the option is
being exercised. Notice of exercise of an option shall be
effective when received or when deposited in the United States
Mail, postage prepaid, correctly addressed and sent certified,
return receipt requested. If Lessee exercises the first three (3)
year option, the rent payable and the other terms of the lease
shall be the same as during the initial term of the lease.
If the option to exercise the Lease for the second three
(3) year period beginning six (6) years from the date of this Lease
is exercised, the rent beginning on the date which is six (6) years
after the date of this Lease (the "First Adjustment Date"), shall
be increased in a proportion reflecting the total increase in the
Consumer Price Index for the preceding six-year period, which
increase shall be calculated as follows: multiply the initial
rental rate by a fraction, the numerator of which is the Consumer
Price Index, United States -- All Items for All Urban Consumers for
November 1, 1999 and the denominator of which is such index figure
on the same basis for November 1, 1993.
If the Lessee exercises its option for the third three
(3) year option period beginning nine (9) years from the date of
this Lease, the rent payable for such three (3) year period
beginning on the date which is nine (9) years from the date of this
Lease (the "Second Adjustment Date"), and effective for the
succeeding three (3) year period, shall be increased in a
proportion reflecting the total increase in the Consumer Price
Index for the preceding three-year period, which increase shall be
calculated as follows: multiply the rental rate beginning on the
First Adjustment Date by a fraction, the numerator of which is the
Consumer Price Index, United States -- All Items for All Urban
Consumers for November 1, 2002 and the denominator of which is such
index figure on the same basis for November 1, 1999.
If the Lessee exercises its option for the fourth three
(3) year option period beginning 12 years from the date of this
lease, the rent payable for such three year period beginning on the
date which is twelve (12) years from the date of this lease (the
"third adjustment date"), and effective for the succeeding three
(3) year period, shall be increased in the-proportion reflecting
the total increase in the Consumer's Price Index for the preceding
three (3) year period, which increase shall be calculated as
follows: multiply the rental rate beginning on the Second
Adjustment Date by a fraction, the numerator of which is the
Consumer's Price Index, United States--all items for all urban
consumers for November 1, 2005 and the denominator of which is such
index figure on the same basis for November 1, 2002.
2. RENT. Lessee shall pay rent of Twelve Thousand Five
Hundred Dollars ($12,500.00) a month to Lessor for the term of this
lease. The first installment of rent shall be paid on the
commencement date hereof, and shall be payable on the 1st day of
each month during the term of this lease.
3. QUIET POSSESSION. Lessor warrants and covenants that
it has full legal rights to lease the Premises and that Lessee, on
payment of the rent herein provided and performing the covenants
and conditions herein contained, shall have quiet and peaceful
possession of the Premises during the lease term and any renewals
or extensions thereof.
4. CONDITIONS OF PREMISES. Lessee hereby acknowledges
that it has inspected and is acquainted with the Premises and
hereby accepts the same in their present condition.
5. REPAIR. Lessor shall keep the roof, outside walls
and foundations of the building on the Premises in a good state of
repair at its expense, except for damage caused by Lessee;
provided, however, Lessor shall have no liability whatsoever for
any failure or delay in making repairs if such failure or delay is
due in whole or in part to any cause beyond its reasonable control,
unless it is guilty of gross negligence or willful misconduct.
Should Lessor fail to make any such repair, Lessee may, at its
election, but shall not be obligated so to do, by giving Lessor not
less than 30 days notice in writing of its intent so to do, make
such repairs, provided the cost thereof does not exceed the lesser
of $15,000 or the amount of rent payable during the remainder of
the term hereof; and any amounts paid by Lessee for such purposes
shall be deemed an advance payment of the monthly installment or
installments of rent next becoming due and shall offset the same.
Lessee shall, at its expense, keep all other aspects of the
premises, heating and air conditioning in a reasonably good state
of repair and agrees that it will quit and peaceably surrender the
Premises, heating and air conditioning to Lessor in a good and
substantial state of repair upon termination hereof, whether by
lapse of time or otherwise, normal wear and tear and damage by fire
or other casualty excepted.
6. REMODELING. Lessee shall not make any improvements,
remodeling, alterations or structural changes to the Premises
without the written consent of Lessor, which consent shall not be
unreasonably withheld.
7. INSURANCE. Lessee, at its expense, shall carry such
fire and casualty insurance on the Premises in amounts as is
necessary to provide full replacement and cost coverage and from
companies licensed in Pennsylvania. Lessor and Lessee further
mutually agree to waive any and all claims which one may have
against the other for any losses paid to them under a policy or
policies insuring the Premises or its contents and will obtain
waivers of subrogation from their respective insurers. Lessor
shall be named as an additional insured on such policy or policies.
The above policy may be furnished by Lessee under any blanket
policy carried by Lessee or by separate policy. Lessee shall prior
to the beginning of the term of this lease, provide Lessor with
evidence that such insurance is in effect. The evidence of
insurance provided by Lessor to Lessee shall contain a provision
that such insurance shall not be canceled without at least ten (10)
days prior written notice being furnished by the insurer to Lessor.
Lessee shall also carry, at its own expense, such insurance on the
contents of the building as Lessee deems necessary.
8. LIABILITY INSURANCE. Lessee agrees, at its own
expense, to carry comprehensive General Liability Insurance in an
amount not less than $1,000,000.00 for injuries to any one person,
not less than $2,000,000.00 for injuries to more than one person,
and $1,000,000.00 for property damage arising out of any one
occurrence issued by a company licensed in Pennsylvania and to have
Lessor named as an additional insured on such policy or policies.
Lessee shall, prior to the beginning of the term of this lease,
provide Lessor with proof that such insurance is in effect. The
evidence of insurance provided by Lessor to Lessee shall contain a
provision that such insurance shall not be canceled without at
least ten (10) days prior written notice being furnished by the
insurer to Lessor. Lessee hereby assumes all risk and liability
which, but for this paragraph, might be imposed upon Lessor for
loss of life or injury to persons or property as the result of
Lessor's interest in the Premises, the terms of this lease, for the
manifest condition of the Premises, or from the maintenance,
repair, lack of maintenance, lack of repair, alteration, remodeling
or construction on the Premises, and agrees to indemnify and save
harmless Lessor from such liability. Notwithstanding the
foregoing, Lessee shall not be liable for nor indemnify nor save
Lessor harmless from liability for the acts or omissions of Lessor
or its agents, contractors or employees, and Lessor shall indemnify
and save Lessee harmless from such liability. Lessee shall keep
such other insurance, including fire and other property insurance
on its equipment and inventory, as it may deem necessary.
9. INDEMNIFICATION OF LESSOR. Lessee will indemnify
Lessor and save it harmless from and against any and all claims,
actions, damages, liability and expense in connection with loss of
life, personal injury and/or property damage arising out of any
occurrence in, upon or at the leased Premises; or the occupancy or
use by Lessee of the leased Premises or any part thereof or
occasioned wholly or in part by any act or omission of Lessee, its
agents, contractors, licensees, invitees, employees or servants.
Notwithstanding the foregoing, Lessee shall not be liable for nor
indemnify nor save Lessor harmless from liability for the acts or
omissions of Lessor or its agents, contractors or employees, and
Lessor shall indemnify and save Lessee harmless from such
liability. The parties mutually agree that this paragraph shall
not grant an insurer the right of subrogation waived as required by
Paragraph 7 hereof.
10. EQUIPMENT REMOVAL. Lessee shall have the right to
install, own, and maintain any fixtures, furniture, equipment or
other personal property on the Premises which it deems necessary to
use in the operation of its business, and Lessor agrees that upon
expiration of this lease, Lessee may remove the same provided such
removal can be effected without damage to the Premises or any
damage to the Premises by such removal is repaired by Lessee at its
expense.
11. UTILITIES. All utilities shall be furnished and
paid for by Lessee.
12. USE OF PREMISES. Lessor agrees that Lessee may use
the Premises for any lawful purpose. Lessee agrees that it will
not occupy or use the Premises nor permit the same to be used or
occupied for any business that is unlawful, and that it will comply
with and abide by all lawful requirements of Municipal, State, and
Federal authorities respecting the manner in which it uses the
Premises.
13. ASSIGNMENT AND SUBLETTING. Lessee shall have the
right to sublet any or all of the Premises, however the subletting
of any space shall not relieve Lessee from its obligations
hereunder.
14. EVENTS OF DEFAULT. Each of the following shall be
an event of default hereunder:
a. Default in the payment of rent or other payments
due hereunder which default continues for a period of ten (10) days
after receipt of written notice of such default by Lessee;
b. If Lessee shall fail to perform or observe any
other covenant or condition of this lease to be performed or
observed by Lessee, and such failure continues for a period of
thirty (30) days after receipt of written notice thereof by Lessee;
provided that, if such default cannot be cured in thirty (30) days,
Lessee shall not be in default if Lessee commences cure in such
period and thereafter pursues the same diligently to completion;
c. If Lessee abandons or vacates the Premises;
d. If Lessee should make an assignment for the
benefit of creditors;
e. Provided Lessee does not contest or
unsuccessfully contest the same, the filing, execution or
occurrence of:
i. a petition in bankruptcy by or against Lessee
ii. a petition or answer seeking a
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or other relief of the same or different
kind under any provision of the Bankruptcy Act;
iii. adjudication of Lessee as a bankrupt or
insolvent;
iv. a petition or other proceeding by or
against Lessee for, or the appointment of, a trustee receiver,
guardian, conservator or liquidator of Lessee with respect to all or a
substantial part of its property or the leased Premises;
v. a petition or other proceeding by or
against Lessee for its dissolution or liquidation, or the taking or
possession of the property of Lessee by any governmental authority
in connection with the dissolution or liquidation of Lessee other
than as a result of a tax-free reorganization as said term is
defined by the Internal Revenue Code; or
vi. the taking by any person, firm, or
corporation of the leasehold created hereby or any part thereof by
execution, attachment or other process of law or equity except as
otherwise provided herein.
15. REMEDIES ON DEFAULT. Upon an occurrence of an event
of default, Lessor may, at its election, in addition to any other
remedy or right provided herein or by law, immediately or at any
time after the occurrence of any event of default, and without
notice or demand but with such due process of law as is required,
enter upon the Premises or any part thereof and upon such entry
this lease shall terminate; provided however, no such entry,
resumption or possession, termination, or any reletting of the
Premises shall be deemed to be an acceptance or surrender of this
lease or a waiver of the rights of Lessor hereunder unless Lessor
so elects. Acceptance of payment of rentals by Lessor after such
entry or termination shall not be considered a confirmation or
renewal of this lease.
16. RELETTING. Upon termination of this lease as above
provided, Lessor shall use reasonable efforts to relet the
Premises. Lessor shall be deemed to have used reasonable efforts
if it leases the whole or any part of the premises, separately or
with other premises for any period equal to or less than, or
extending beyond, the remainder of the original term; for any
commercially reasonable sum or to any tenant or for any use it
reasonably deems satisfactory or appropriate, and refusal to let to
any use not expressly permitted under any paragraph or section of
this lease shall not be, deemed to be an unreasonable act on behalf
of Lessor. Any rentals collected by Lessor upon such reletting
shall first be applied to the reasonable expenses incurred by
Lessor in such reletting (not including costs of refitting or new
construction) and then to offset the liability of Lessee hereunder;
provided, however, Lessor shall be entitled to retain without
liability to Lessee any sums in excess of the liability of Lessee
to Lessor.
17. EMINENT DOMAIN. The parties mutually agree that in
the event the whole or any part of the Premises shall be taken for
any public or quasi-public use under any statute, or by right of
eminent domain, or by private purchase and conveyance in lieu
thereof, or in connection therewith, any compensation shall be paid
to Lessor and Lessee separately, as their respective interests and
rights are established, and in the event Lessee determines that the
leased property remaining after such taking or conveyance is
insufficient to continue its business, this agreement shall
terminate at the exclusive judgment and determination of Lessee.
Lessor agrees that if Lessee elects to continue this agreement
after such a partial taking or conveyance, Lessor shall repair and
restore the premises as nearly as possible to the condition that
existed prior to such taking and a pro rata abatement of rent for
the balance of the term of this agreement shall be effective as of
the date of such taking. The parties further mutually agree that
in the event of a substantial taking during the last six (6) months
of the term hereof, Lessor shall have no obligation to restore
unless Lessee has exercised any remaining extension option and has
waived its right to terminate hereunder, and in any event, Lessor
shall not be required to expend an amount for the restoration which
is greater than the compensation award it receives.
18. HOLDOVER TENANCY. In the event Lessee continues to
occupy the Premises upon termination hereof, whether by lapse of
time or otherwise, such tenancy shall be deemed to be a tenancy
from month to month and either party may terminate the same by
giving the other thirty (30) days written notice of termination.
19. NOTICE. All notices or communications required or
permitted to be given hereunder shall be in writing and shall be
mailed or delivered to the respective addresses set forth below, or
to such other address as may be designated in writing by the party
to receive such notice.
To Lessor as follows:
Xx. Xxxxxx X. Xxxxxxxxxxx
Chromatex, Inc.
P. 0. Xxx 00
Xxxxxxxxx, Xxxxxxx 00000
With a copy to:
Xxxx X. Xxxxxx, Esquire
Heiskell, Donelson, Bearman, Adams,
Xxxxxxxx & Xxxxxxxx, P.C.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
To Lessee as follows:
Xx. Xxxxx Xxxxx
P. 0. Box 2686
000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx Xxxxxxxx 00000
With a copy to:
Xxxx Xxxxxxx, Esquire
Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A.
1900 Independence Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
20. SEPARABILITY. The parties mutually agree that each
and every covenant and agreement contained in this agreement shall
for all purposes be construed to be a separate and independent
covenant and agreement, and a breach of any covenant or agreement
herein by either party shall in no way or manner discharge or
relieve the other party from its obligation to perform each and
every covenant and agreement herein. The parties further mutually
agree that if any provision hereof or any remedy herein provided
for shall be invalid under any applicable law, such provision shall
be inapplicable and deemed omitted but the remaining provisions
hereof, in accordance with the manifest intent hereof shall be
valid and enforceable to the fullest extent permitted by law.
21. WAIVER. Either party may, in its discretion, from
time to time in writing, signed by the party to be charged grant
indulgences, extensions, dispensations or other privileges to the
other with respect to any requirement or provision of this
agreement, but no such indulgence, extension, dispensation, waiver
or omission of either party shall, or shall be construed to have
affected any implied amendment hereto or to have established a
custom or practice binding such party or to be a waiver of any
requirement or provision in the future or an acquiescence to any
future default, nor prevent the strict enforcement of any provision
hereto at any other time.
22. INSPECTION. Lessor or Lessor's agents shall have
the right to enter upon the Premises at all reasonable times to
examine the same; provided, however, such examination and
inspection of the Premises shall be done in a manner which will not
interfere with the business of Lessee and, except in emergencies,
shall be allowed only after reasonable advance notice and only
during regular business hours. During the last ninety (90) days of
the term of this agreement, Lessor shall be permitted to affix a
"For Lease" or "For Sale" sign on the Premises and to show the same
to prospective purchasers or tenants provided such placing and
showing shall not interfere with the business of Lessee.
23. ENTIRE AGREEMENT. This lease contains the entire
agreement of the parties hereto and no representations,
inducements, promises or agreements, oral or otherwise, between the
parties not embodied herein, shall be of any force or effect.
24. APPLICABLE LAW. It is mutually agreed that this
agreement shall be construed in accordance with the laws of the
State of Pennsylvania.
25. CAPTIONS. The captions are inserted herein only as
a convenience and for reference and in no way define, limit, or
describe the scope of this agreement nor the intent of any
provisions hereof.
26. TAXES. Lessee shall pay all real property taxes on
the Premises. For the first year of the Lease, Lessee shall pay
only the portion of the taxes for 1993 for November and December of
1993 and the balance of 1993 property taxes shall be paid by
Lessor. The amount payable for such taxes for 1993 shall be
payable by Lessee to Lessor and Lessor shall pay the taxing
authorities for 1993 taxes prior to delinquency. Such taxes for
1993 shall be paid by Lessee to Lessor on or before December 15,
1993. The amount payable for taxes for all of the years of the
leases which shall include the option period if the lease is
extended shall be paid by Lessee to Lessor by December 15th of each
year except that the taxes payable by Lessee for the last year of
the lease which shall be property taxes for ten (10) months of such
year shall be paid on or before the last date of the lease, and
Lessor shall pay the taxing authority for the taxes prior to
delinquency.
27. SUCCESSORS AND ASSIGNS. The covenants,
stipulations, agreements, and conditions herein shall inure to the
benefit of and shall be binding upon the successors and assigns of
the respective parties hereto, subject to all the terms, conditions
and contingencies herein set forth. Provided, however, that this
lease cannot be assigned by Lessee without the prior written
consent of Lessor, which consent shall not be unreasonably
withheld. Furthermore, in the event of an assignment, Lessee shall
continue to be liable pursuant to the terms of this lease.
28. DAMAGES TO PREMISES. If all or a portion of the
Premises are rendered untenable or damaged by any casualty, the
damage shall be repaired forthwith by and at the expense of Lessor.
Except as set forth herein below, until such repairs are completed,
the rent shall be abated in proportion to the part of the Premises
which is unusable by Tenant in the conduct of business.
No damages, compensation or claims shall be payable by
Lessor for inconvenience, loss of business or annoyance arising
from any repair or restoration of any portion of the Premises.
Lessor shall use its best efforts to effect such repair or
restoration promptly and in such a manner as to not unreasonably
interfere with Lessor's use and occupancy.
A total destruction of the Premises in the last two (2)
years of the lease term shall automatically terminate this Lease
Agreement unless Lessee exercises at least one (l) remaining
extension option within sixty (60) days after such destruction.
Lessor shall not be required to expend more for the
restoration of the damage to the premises than the amount of
insured proceeds received by Lessor.
Lessor shall not be obligated to repair any damage to any
portion of Lessee's personal property located on the Premises.
29. OFF-SET STATEMENTS AND MORTGAGE SUBORDINATION.
Within fifteen (15) days after a request therefor by either party,
or in the event that upon any sale, assignment or hypothecation of
the Premises by Lessor or Lessee an off-set statement shall be
required from the other party, said party agrees to deliver a
certificate to any proposed mortgagee, purchaser or assignee, or to
Lessor or Lessee, certifying (if such be the case) that this Lease
is in full force and effect and that there are no defenses or off-
sets thereto, or stating those claimed by Lessee or Lessor.
Lessee shall, upon the request of the Lessor, in writing,
subordinate this Lease and the lien hereof from time to time to the
lien of any future mortgage to a bank, insurance company or similar
financial institution, irrespective of time of execution or time of
recording of such mortgage or mortgages, provided the holder of
such mortgage shall enter into an agreement with Tenant, in
recordable form, which, in substance, shall provide that, in the
event of foreclosure or other right asserted under the mortgage by
the holder or assignee thereof, this Lease and the right of Lessee
hereunder shall continue in full force and effect and shall not be
terminated or disturbed except in accordance with the provision of
this Lease. Such mortgage holder shall further agree to make
casualty insurance proceeds available for restoration, as required
hereunder. Lessee shall, if requested by the holder of any such
mortgage, be a party to said agreement, and shall agree in
substance that if the mortgagee or other person claiming under such
mortgage shall succeed to the interest of Lessor, Lessee shall
recognize and attorn to such mortgagee or person as its Landlord
under the terms of this Lease. Lessee agrees that Lessee shall,
upon the request of Lessor, execute, acknowledge and deliver any
and all instruments necessary to effectuate, or to give notice of
such subordination. The word "mortgage" as used herein includes
mortgages, deeds of trust, similar instruments and modifications,
consolidations, extensions, renewals, replacements of substitutions
therefor.
30. HAZARDOUS MATERIAL. With respect to any Hazardous
Materials which Lessee, its agent or, employees, may use, handle,
store or generate in the conduct of Lessee's business at the
Demised Premises, Lessee covenants and agrees that:
a. it will comply with all applicable Environmental
Laws which relate to the treatment, storage, transportation and
handling of Hazardous Materials.
b. it will in no event permit or cause any disposal
of any Hazardous Materials in, on or about the Demised Premises and
in particular will not deposit any Hazardous Materials in, on or
about the floor of the Building or in any drainage system or in the
trash containers which are customarily used for the disposal of
solid waste;
c. with respect to any off-site disposal, shipment,
storage, recycling or transportation of any Hazardous Materials, it
will properly package the Hazardous Materials and shall cause to be
executed, duly filed and retained all records required by
applicable Environmental Laws;
d. it will at all reasonable times after prior
written notice during reasonable hours, permit Lessor or its agents
or employees to enter the Demised Premises to inspect the same for
compliance with the terms of this Section; and
e. upon the termination of this Lease, it will, at
its expense, remove all Hazardous Materials from the Demised
Premises which were placed on the Demised Premises by Lessee and
otherwise comply with all applicable Environmental Laws.
In the event that Lessee fails to comply with any of the
provisions contained in this Section, Lessee agrees to hold
harmless and indemnify Lessee from and against any and all claims,
loss, costs, damages and expenses, including reasonable attorneys'
fees, which may arise in connection therewith. The obligations of
Lessee under the terms of the previous sentence shall not be
effective, however, in the event that any such non-compliance
results from, or to the extent such non-compliance is attributable
to, the acts, omissions or negligence of Lessor or Lessor's agents,
employees or contractors. The terms of this Section shall
expressly survive the expiration or earlier termination of this
Lease.
"Environmental Laws" means any and all federal, state,
local or municipal environmental, land use, zoning, health,
chemical use, safety and sanitation laws, rules, orders,
regulations, statutes, ordinances, codes, decrees or requirements
of any governmental authority regulating, relating to or imposing
liability or standards of conduct concerning any Hazardous
Material, as not or may at any time hereafter be in effect relating
to the protection of the environment and/or governing the use,
storage, treatment, generation, transportation, processing,
handling, production or disposal of Hazardous Materials, including,
without limitation, the Clean Water Act (also known as the Federal
Water Pollution Control Act) ("FWPCA"), 33 U.S.C. Section 1251 et
seq., the Toxic Substances Control Act ("TSCA"), 15 U.S.C. Section
2601 et seq., the Clean Air Act ("C"), 42 U.S.C. Section 7401 et
seq., the Federal Insecticide, Fungicide and Rodenticide Act
("FIFRA"), 7 U.S.C. Section 136 et seq., the Safe Drinking Water
Act ("SDWA"), 42 U.S.C. Section 300f et seq., the Surface Mining
Control and Reclamation Act ("SMCRA"), 30 U.S.C. Section 1201 et
seq., the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), 42 U.S.C. Section 9601 et seq., the
Superfund Amendment and Reauthorization Act of 1986 ("XXXX"),
Public Law 99-499, 100 Stat. 1613, the Emergency Planning and
Community Right to Know Act ("EPCA"), 42 U.S.C. Section 1101 et
seq., the Resource Conservation and Recovery Act ("RCRA"), 42
U.S.C. Section 6901 et seq., the Occupational Safety and Health Act
as amended ("OSHA") 29 U.S.C. Sections 655 and 657, any other
Environmental Law together with amendments thereto, regulations
promulgated thereunder and all substitutions thereof, rules,
regulations, policies, guidelines, interpretations, decisions and
directives of federal, state and local governmental agencies and
authorities with respect thereto.
"Hazardous Material" means, without limitation, any
flammables, explosives, radioactive materials, urea formaldehyde
foam insulation, polychlorinated biphenyls, petroleum, petroleum
products, methane, hazardous materials, hazardous wastes, hazardous
or toxic substances or related materials as defined in CERCLA, the
Hazardous Materials Transportation Act, as amended (49 U.S.C.
Sections 1801, et seq.), the RCRA, the TSCA, or any other
Environmental Law or the regulations promulgated thereunder and
substitutions thereof as are now or hereafter in effect. Such term
also means any other waste, substance or material that exhibits any
of the characteristics enumerated in 40 C.f.R. Sections 261.20-
261.24, inclusive, and those extremely hazardous substances listed
under Section 302 of XXXX that are present in threshold planning or
reportable quantities as defined under XXXX and toxic or hazardous
chemical substances that are present in quantities that exceed
exposure standards as those terms are defined under Sections 6
and/or 8 of OSHA, Radon and any asbestos or asbestos-containing
substances whether or not the same are defined as hazardous, toxic,
dangerous waste, a dangerous substances or dangerous material or
gas in any Environmental Law.
31. ATTORNEYS' FEES. If any party to this Lease
Agreement must engage the services of an attorney to enforce the
provisions of this Agreement, the attorneys' fees of the prevailing
party shall be paid by the non-prevailing party.
IN TESTIMONY WHEREOF, the Lessor and Lessee have executed
this Lease Agreement on this the 1st day of November, 1993.
CHROMATEX, INC.
By: (Signature of Xxxxxx X. Xxxxxxxxxxx)
LESSOR
XXXX, INC.
By: (Signature of Xxxxxxxx X. Xxxxx)
VP & CFO LESSEE
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Before me, Xxxxxxxx X. Xxxxxxxxx, a Notary Public in
and for the State and County aforesaid, personally appeared
Xxxxxx X. Xxxxxxxxxxx, with whom I am personally acquainted (or
proved to me on the basis of satisfactory evidence), and who, upon
oath, acknowledged himself to be the Executive Vice President of
Chromatex, Inc., the within named bargainor, a corporation, and
that he as such Executive Vice President, being duly authorized so
to do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by himself as
such Executive Vice President.
WITNESS my hand and seal at office, on this the 1st day
of November, 1993.
Xxxxxxxx X. Xxxxxxxxx
Notary Public
My Commission Expires: 00/0/00
XXXXX XX XXXXX XXXXXXXX
XXXXXX XX XXXXXXXXXXX
Before me, Xxxxxxxx X. Xxxxxxxxx, a Notary Public in
and for the State and County aforesaid, personally appeared
Xxxxxxxx X. Xxxxx, with whom I am personally acquainted (or
proved to me on the basis of satisfactory evidence), and who, upon
oath, acknowledged himself to be the Vice President & CFO of
Xxxx, Inc., the within named bargainor, a corporation, and that he
as such Vice President & CFO, being duly authorized so to do,
executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by himself as
such Vice President & CFO.
WITNESS my hand and seal at office, on this the 1st day
of November, 1993.
Xxxxxxxx X. Xxxxxxxxx
Notary Public
My Commission Expires: 11/5/97
EXHIBIT A
LEGAL DESCRIPTION
A11 those pieces or parcels of land located in Valmont
lndustrial Park, Xxxxx Township, Luzerne County, Commonwealth of
Pennsylvania, bounded and described as follows, to wit:
PARCEL ONE
BEGINNING at a point in the eastern side of a sixty (60')
wide road, known as Jaycee Drive, said point being the following
three (3) courses and distances from the set stone marking the
northwest corner of Xxxx Xxxxxx Tract: (1) South Eighty-Four
degrees One minute West (S. 84- 01'W) Two Hundred Sixty-Four and
Three-Hundredths (264.03) feet; (2) South Thirty-Six degrees
Fifteen minutes West (S. 36-15'W) Seven Hundred Eighteen and
Twenty-Four Hundredths (718.24') feet; (3) South Fifty-Three
degrees Forty-Five minutes East (S. 53-45'E) Thirty (30') feet to
the place of BEGINNING.
THENCE South Fifty-Three degrees Forty-Five minutes East
(S. 53-45'E) through and along a north line of lands, now or late
of Greater Hazleton Community-Area New Development Organization,
Inc. Four Hundred Seventy-Five 475') feet to a corner of lands,
now or late of Greater Hazleton Community-Area New Development
Organization, Inc.;
THENCE South Thirty Six degrees Fifteen minutes West
(S.36- 15'W) along line between lands, now or late of Greater
Hazleton Community-Area New Development Organization, Inc. and
Oakmount, Inc. formerly the Valmont Golf Association, Inc. Five
Hundred Fifty (550') feet to a common corner between lands, now or
late of Greater Hazleton Community-Area New Development Organiza-
tion, Inc. and said Oakmount, Inc., formerly the Valmont Golf
Association, Inc.;
THENCE North Fifty-Three degrees Forty-Five minutes West
(N. 53 45'W) through lands, now or late of Greater Hazleton
Community-Area New Development Organization, Inc. and line dividing
Site 26 and 27, Four Hundred Seventy-Five (475') feet to the East
side of above mentioned Sixty (60') foot wide road, known as Jaycee
Drive;
THENCE North Thirty-Six degrees Fifteen minutes East (N.
36-15'E) along east side of said Sixty (60') foot wide road, known
as Jaycee Drive Five Hundred Fifty (550') feet to the place of
BEGINNING.
CONTAINING Six (6) acres more or less excepting therefrom a
right-of-way granted to the Hazleton City Authority on July 14,
1964 for a 12" water transmission line across the northerly portion
of the above described parcel of land. The aforesaid right-of-way
is more particularly set forth in a Grant of Easement dated the
14th day of July, 1964, between the Greater Hazleton Community-area
New Development Organization, Inc. and the Hazleton City Authority,
which Grant of Easement is recorded in the Recorder of Deeds Office
in and for Luzerne County in Deed Book 1549, Page 814, and which
Grant provides, inter alia, on Page 815 of Deed Book 1549, as
follows; "The above described line being the center line for a
permanent right-of-way Or a uniform width Or twelve (12' feet, six
(6) feet on either side of the center line****".
CONTAINING a one-story general purpose industrial
building.
PARCEL TWO
BEGINNING at a point in the eastern right-of-way of
Jaycee Drive, being the Northwest corner of lands, now or late of
All-Steel Equipment, Inc. and the Southwest corner of lands, now or
formerly Xxxxxxx Metal Products, Inc.
THENCE along the Northern line of lands, now or late of
All-Steel Equipment, Inc. South fifty-three degrees forty-five
minutes East (S. 53- 45'E) for a distance of one thousand feet
(1,000.00') to a point in the P.P. & L. Co. right-of-way;
THENCE along the West right-of-way line of the P.P. & L.
Co. South thirty-six degrees fifteen minutes West (S. 36- 15'W) for
a distance of forty feet (40') to a point;
THENCE through the lands, now or late of All-Steel
Equipment, Inc., North fifty-three degrees forty-five minutes West
(N.53- 45'W) for a distance of one thousand feet (1,000.00') to a
point in the East right-of-way of Jaycee Drive;
THENCE along the east side of Jaycee Drive North Thirty-
Six degrees fifteen minutes East (N.36- 15'E) for a distance of
forty feet (40.00') to a point and the place of beginning.
CONTAINING Ninety-Two one-hundredths (0.92) acres.
PARCELS ONE AND TWO BEING the same premises conveyed to the Valmont
Group, a General Partnership composed of Xxxx X. Xxxxxxxxx, Xxxxxxx
Xxxxxx, Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx
X. Xxxxxx, Co-partners, by deed of Greater Hazleton Community-Area
New Development Organization, Inc., dated July 11, 1978 and
recorded July 11, 1978 in Luzerne County Deed Book Volume 1961 at
page 277 and re-recorded on January 19, 1979 in Deed Book Volume
1980 at page 19. AND THE SAID Xxxxxxx Xxxxxxxxx assigned all of
his right, title and interest as partner in and to The Valmont
Group to the remaining partners by Assignment of Interest in
Partnership dated January 31, 1986.
ASSESSMENT PLATE 26-2-1314-2-D3-D1-D2-1
Map n/k/a Pin NO. T7S7-B1-L4
EXCEPTING OUT OF THE PROPERTY GRATED HEREIN the following parcel,
which The Valmont Group (with the consent of Chromatex, Inc.)
conveyed or are about to conveyed to Xxxxx Township by deed
recorded or about to be recorded in the office for the recording of
deeds in Luzerne County:
ALL THAT CERTAIN lot or piece of ground
situate in the Township of Xxxxx, County of
Luzerne and Commonwealth of Pennsylvania,
bounded and described as follows, to wit:
STARTING at a point on the southerly
right-of-way line of Jaycee Drive, said point
also being the northeast corner of lands of
Chromatex Incorporated;
THENCE along said lands South fifty-
three degrees, forty-five minutes East
(S53-45'E) four hundred forty-three and twen-
ty-four one-hundredths (443.24') feet to a
point, the PLACE OF BEGINNING.
THENCE continuing along said lands South
fifty-three degrees, forty-five minutes East
(S53-45E) thirty-one and seventy-six one-
hundreds (31.76') feet to a point;
THENCE along said lands South thirty-six
degrees, fifteen minutes West (S36-15'W)
ninety and twenty-three one-hundredths
(90.23') feet to a point;
THENCE through the lands of Chromatex
Incorporated North three degrees, fifty-six
minutes, forty-three seconds East
(N03-56'43"E) fifty-nine and forty-three one-
hundredths (59.43') feet to a point;
THENCE through lands of the same North
thirty-six degrees, fifteen minutes East
(N36-15'E) forty (40.00') feet to a point,
the PLACE OF BEGINNING.
CONTAINING: 2,068.05 square feet.
BEING PART OF PARCEL ONE conveyed to the
Grantors herein by Deed dated January 18,
1979 and recorded in the Office of the Re-
xxxxxx of Deeds in and for Luzerne County on
January 19, 1979 in Deed Book 1980, page 19.
The Property Identification Number of the
above-described parcel is T7 001 004.
