AMENDMENT NO. 4
TO SUBLEASE AGREEMENT
THIS AMENDMENT TO SUBLEASE AGREEMENT (as originally dated December 11,
1991, and as subsequently amended the "Sublease") by and between AMERICAN CAST
IRON PIPE COMPANY, a Georgia corporation ("Landlord") and X.X. XXXXXX COMPANY, a
Pennsylvania corporation ("Tenant") is made and entered into between Landlord
and Tenant on and as of this the 15 day of November, 2000 ("Amendment").
WITNESSETH:
WHEREAS, Landlord and Tenant desire to further amend the Sublease which
has heretofore been amended by Amendment No. 1 amending Exhibit "A" to the
Sublease, by Amendment No. 2 providing that the Commencement Date of the
Sublease is April 1, 1992 and extending the term of the Sublease; and by
Amendment No. 3 providing for the construction of certain improvements on the
"demised premises" and the payment of Supplemental Rent in connection therewith;
WHEREAS, Landlord and Tenant desire to further extend the term of the
Sublease, to limit the period with respect to which Supplemental Rent is payable
and to eliminate the formula for adjusting Additional Rent with respect to the
period prior to July 31, 2000.
NOW THEREFORE, in consideration of the premises and the mutual
undertakings, covenants, promises and agreements herein contained and for other
good and valuable consideration, receipt of which is acknowledged, Landlord and
Tenant agree as follows:
A. CERTAIN AGREEMENTS
1. Except as otherwise provided herein, all defined terms in the
Sublease are incorporated by
reference into this Amendment.
2. As used in the Sublease
a. the term, "Supplemental Commencement Date" is redefined to mean August
1, 1997. The definition herein supersedes the definition contained in Amendment
No. 3 to Lease Agreement dated on or about April 15, 1999 ("Amendment No. 3").
b. the term, Supplemental Sublease Year', means the
period of twelve (12) consecutive months commencing
on August 1, 1997 and on each anniversary of August
1, 1997, with the final Supplemental Sublease Year
commencing on August 1, 1999 and ending on July 31,
2000. The definition herein is supersedes the
definition contained in Amendment No. 3.
B. FURTHER AGREEMENTS AND AMENDMENTS
1. ARTICLE 1. PREMISES AND TERM. Article 1 (Premises and Term) is hereby
amended by changing and amending the second paragraph of Article 1 to read
in its entirety as follows:
TO HAVE AND TO HOLD the said demised premises, together with
all and singular the improvements thereunto belonging or in
any manner appertaining, unto Tenant for a term commencing on
the Commencement Date set forth in Article 3 hereof, and
continuing thereafter to and including July 31, 2007 subject,
however, to earlier termination as provided elsewhere in this
sublease.
2. Article 6(b)(ii) is hereby amended by changing and amending the second
paragraph of said Article to read in its entirety as follows:
"Commencing with the consecutive, 12 month period ending July
31, 2000 and for each consecutive, 12 month period thereafter
during the term of this Sublease, if Tenant and Landlord are
unable to agree upon a mutually acceptable percentage of gross
revenues to be paid by Tenant as Additional Rent at least
ninety (90) days prior to commencement of each succeeding
consecutive, 12 month period commencing on each August 1st
during the term of this Sublease after July 31, 2000 to which
such percentages shall apply, the following shall apply for
the following consecutive, 12 month period. If the Additional
Rent paid by Tenant to Landlord in the previous Sublease year
is less than $300,000.00 then the percentages set forth in
subparagraph (i) above shall increase by one-half of one
percent. If Additional Rent paid by Tenant to Landlord in the
previous consecutive, 12 month period is $300,000.00 or
greater, then the percentages shall be reduced by one-half of
one percent."
3. Article 6(b)(iii) is hereby amended by changing and amending said Article
to read in its entirety as follows:
"(iii) During each Supplemental Sublease Year or, in the event
of termination of this Sublease prior to the expiration of
twelve (12) months from the date of commencement of any such
Supplemental Sublease Year, the part of the Supplemental
Sublease Year remaining until July 31, 2000, Tenant shall, in
addition to the Additional Rent, pay the Landlord additional
rent for the demised premises ("Supplemental Rent") equal to
three-quarters of one percent (.075%) of "gross revenues" (as
defined in the Sublease) earned in the coating of pipe by
Tenant (regardless of pipe size) in the demised premises."
4. Article 6(e)(i) is hereby amended by changing and amending said Article to
read in its entirety as follows:
"(i) Within thirty (30) days after the end of each calendar
quarter during the Sublease term and after the expiration or
earlier termination of the Sublease term if such expiration or
termination shall occur during a calendar quarter, Tenant
shall furnish to Landlord a verified, detailed statement
certified as to its accuracy by an officer of Tenant, setting
forth the amount of gross revenues of Tenant from coating
operations during the preceding quarter or, if applicable,
part thereof, showing the amount of Additional Rent and, with
respect only to the period prior to August 1, 2000,
Supplemental Rent, required to be paid by Tenant for such
quarter or, if applicable, shorter period and providing a
breakdown of the calculations of the Additional Rent and
Supplemental Rent. Simultaneously with the delivery of such
statement, Tenant shall pay to landlord all such Additional
Rent and Supplemental Rent other than the Additional Rent and
Supplemental Rent to be deducted by Landlord from Tenant's
invoices. Tenant shall keep a full and accurate set of records
adequately showing the amount of gross revenues arising out of
operations conducted on the demised premises each month during
the Sublease term."
C. Except as amended hereby, all provisions of the Sublease shall remain in
full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed and affixed
their respective seals to this instrument, being duly authorized in the
premises, on the day and year first above written.
LANDLORD:
American Cast Iron Pipe Company,
a Georgia corporation
By: /s/ X. X. X'Xxxxx
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Its: V. P. Sales
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TENANT:
X.X. Xxxxxx Company,
a Pennsylvania corporation
By: /s/Xxx X. Xxxxxx
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Its: Chief Executive Officer
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