EXHIBIT 10.22
LEASE AGREEMENT
THIS LEASE AGREEMENT is made this 9th day of December, 1992 by and between
Xxxxx County Industrial Development Agency, hereinafter referred to as
"Landlord," and Iron Age Corporation, hereinafter referred to as "Tenant."
W I T N E S S E T H:
1. PREMISES & TITLE
1.1 For and in consideration of the payment of the rental and
performance of the covenants and agreements hereinafter set forth, Landlord
leases to Tenant, and Tenant accepts from Landlord, the premises located at 1
Keuka Business Park, in the Town of Jerusalem, State of New York, known as the
Seneca Building, more fully shown on Exhibit A, attached hereto and incorporated
herein by this reference ("the Leased Premises").
1.2 Landlord warrants that it has title to the Leased Premises, and
that it has the right to lease the same for the term of this Lease. Landlord
covenants that Tenant, upon the payment of the rent herein stipulated and the
performance of all the covenants and agreements hereunder, shall have the
peaceful and quiet possession, use and enjoyment of the Leased Premises, without
hindrance on the part of the Landlord or any party claiming by, through or under
it, for the term of this Lease, and Landlord further warrants that it shall
defend the Tenant in such peaceful and quiet use, and enjoyment and possession
of the Leased Premises against any such claims.
1.3 This Lease is and shall be subordinate at all times to any
mortgage or mortgages which may now be or at any time hereafter shall be placed
upon or made a lien upon the said leased premises or any part thereof and to any
extension, spreading, or modification thereof, The Tenant will, without expense
to the Landlord, promptly execute and deliver on demand such further and
additional instrument or instruments in proper form for recording subordinating
this lease to any such mortgage or mortgages as shall be requested by the
Landlord or by any mortgage or proposed mortgage. The Tenant hereby appoints
the Landlord the attorney-in-fact of the Tenant revocable to execute and deliver
any such instrument or instruments for and on behalf of and in the name of the
Tenant.
1.4 The TENANT represents that TENANT has inspected and examined the
premises and accepts them in their present condition. Prior to the commencement
of this Lease, Landlord and Tenant shall prepare and sign an inspection report
which shall establish the condition of the Leased Premises at the commencement
of the Lease.
2. TERM
2.1 The term of this Lease shall be for a period of 4 years
commencing on March 1, 1993 and terminating at midnight on February 28, 1997.
2.2 Tenant shall have the option to cancel this Lease Agreement
without penalty only under the following conditions:
1) Tenant builds an addition or not less than 30,000 square feet to
the Iron Age Corporation Distribution Center located at 000 Xxxxx Xxx, Xxxx Xxx,
Xxx Xxxx for the purpose of relocating operations conducted in the Leased
Premises; and
2) Tenant gives at least 12 months notice of such relocation.
2.3 Tenant shall have the option to extend the term of this lease for
a period of two (2) years beginning March 1, 1997 and ending midnight February
28, 1999. In the event that this option is exercised all terms and conditions
of this agreement will remain in effect and rental will be paid as outlined in
paragraph 3, 3.1 and 3.2.
3. RENTAL
3.1 Tenant covenants and agrees to pay to Landlord for the use and
occupancy of the Leased Premises during the term hereof in monthly installments
as follows:
Period Yearly Amount Monthly Installment
------ ------------- -------------------
3/1/93-2/28/94 $24,000 $2,000
3/1/94-2/28/95 $27,000 $2,250
3/1/95-2/29/96 $30,000 $2,500
3/1/96-2/28/97 $30,000 $2,500
Two Year Option:
3/1/97-2/28/98 $33,000 $2,750
3/1/98-2/28/99 $33,000 $2,750
3.2 The monthly installment shall be paid in advance and on the first
day of each month during the term hereof at 0 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000.
4. UTILITIES
4.1 Landlord shall provide to Tenant for normal usage of water and
sewer for both the office and warehouse spaces.
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4.2 Landlord shall provide to Tenant electricity for the Leased
Premises. The Tenant shall pay the Landlord $60.00 per month for electric
consumption arising out of its occupancy of the Leased Premises. If after 6
months the electric usage is greater than $60.00, demonstrated by an increase in
the Landlord's electric xxxx that can be attributed to the occupancy by the
Tenant of the Leased Premises, then the Tenant agrees to renegotiate the amount
paid the Landlord for Electric Consumption of the Leased Premises. In the event
that the Landlord, at the Landlord's expense, provides separate electric
metering for the Leased Premises, the Tenant agrees to purchase electric service
for the Leased Premises directly from Penn Yan Municipal Board.
4.3 Tenant shall be responsible to make their own arrangements with
New York State Electric & Gas to provide gas for the leased premises known as
the Seneca Building.
4.4 In the event of any problem with the electrical service, the
Tenant shall first notify the Landlord and will not contact the Penn Yan
Municipal Utilities Board without Landlord's prior approval.
4.5 Tenant shall be responsible to make their own arrangements for
Trash Removal from the Leased Premises.
5. USE OF LEASED PREMISES
5.1 Tenant covenants and agrees that the leased premises shall be
used solely and exclusively for the purpose of storage for the Tenant's
products, sale of the Tenant's products and office/administration of the
aforesaid uses.
5.2 Tenant agrees to conduct its business solely within its leased
premises. Use of additional space will require prior written consent of
Landlord.
5.3 Tenant shall not obstruct any of the roadways extending through
the Leased Premises.
5.4 Tenant shall observe and comply with all laws, statutes,
ordinances, rules, regulations, orders and/or directives or governmental
authorities pertaining to the manner in which Tenant uses the leased premises.
Tenant shall also observe and comply with all reasonable rules and regulations
which Landlord may make from time to time for the management, safety, care, and
cleanliness of the building and grounds, the parking of vehicles and the
preservation of good order therein as well as for the convenience of other
occupants and tenants of the building. The violations of any such rules and
regulations shall be deemed a material breach of this Lease by Tenant.
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5.5 Tenant is strictly prohibited from bringing any chemicals or
toxic materials onto the premises.
6. SIGNS
Tenant shall not have the right to place signs, lights, poles, or mail
boxes in or about the Leased Premises without the prior written consent of
Landlord. If that consent is granted, Tenant agrees to remove all such signs,
lights and poles prior to expiration of this Lease, repairing any damage to
leased premises caused by such removal, and during the term of this Lease to
maintain the same in good condition and repair.
7. ALTERATIONS, REPLACEMENTS AND IMPROVEMENTS
7.1 Tenant may not make any alterations, additions or improvements to
the Leased Premises without the prior written consent of Landlord. If such
consent is granted and unless expressly agreed otherwise in writing, Tenant
agrees to remove all such alterations, replacements and improvements prior to
expiration of this Lease, repairing any damage to the leased premises caused by
such removal, and during the term of this Lease to maintain the same in good
condition and repair.
7.2 Any such alterations, additions or improvements, unless expressly
agreed otherwise, may be removed by Tenant any time, provided that Tenant shall
repair any damage to the Leased Premises caused by such removal.
8. REPAIR AND MAINTENANCE
8.1 LANDLORD'S REPAIR AND MAINTENANCE. Landlord at its cost shall
maintain the following:
a. The structural parts of the building and other improvements, that
are part of the leased premises which structural parts include the foundations,
bearing and exterior walls, subflooring and roof.
b. The unexposed electrical, plumbing and sewage systems, including,
without limitation, those portions of the systems lying outside the premises.
8.2 TENANT'S REPAIRS AND MAINTENANCE. Tenant at its costs shall
perform the following:
a. Except as provided in paragraph 8.1 above, Tenant at its costs
shall maintain the leased premises and at the expiration of the term of this
Lease Agreement, or prior termination, Tenant shall surrender the leased
premises to Landlord in the same condition as received, normal wear and tear,
damage from the elements, fire or other casualty, damage
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Landlord is required to repair hereunder, or damage from the negligence or
willful misconduct of Landlord, its agents or employees, excepted.
b. The Tenant shall have all snow and ice removed from the sidewalks
leading to the premises as soon as practicable.
9. LIABILITY INSURANCE & INDEMNITY
9.1 Tenant shall at all times during the term hereof, at its own
expense, maintain a comprehensive general liability insurance policy with a One
Million Dollar ($1,000,000) combined single limit for any one (1) occurrence,
insuring the Landlord and Tenant against all liability for damages to person or
property in or about the Leased Premises. Tenant shall provide to Landlord a
copy of said policy.
9.2 Tenant shall indemnify and hold Landlord harmless against any
and all claims and demands arising from the negligence of the Tenant, its
officers, agents and/or employees, as well as those arising from Tenant's
failure to comply with covenant of this Lease on its part to be performed, and
shall at its own expense defend the Landlord against any and all suits or
actions arising out of such negligence, or failure to comply, actual or alleged,
and all appeals therefrom and shall satisfy and discharge any judgment which may
be awarded against Landlord in any such suit or action.
9.3 Landlord shall maintain in effect at all times insurance against
damage or loss to the leased premises. Insurance on tenant's contents or
business operation shall be the responsibility of the tenant.
9.4 Tenant covenants and agrees to pay Landlord an amount equal to
the escalation in insurance premiums on the Landlord's premises arising out of
the occupancy of the Tenant.
10. DESTRUCTION AND/OR CONDEMNATION OF THE PREMISES
10.1 In case of the total or such partial loss of the Leased Premises
through fire, other casualty and/or condemnation, as shall make it impracticable
for Tenant's use as set forth in Paragraph 4.1, this Lease may be terminated at
the option of either party on written notice to the other, and in that case,
Tenant shall not be liable for any rent after the date of Tenant's removal from
the Leased Premises.
10.2 If the Lease is not terminated pursuant to Paragraph 10.1, then
the rent shall be equitably adjusted to reflect the portion of the Leased
Premises that are no longer available for Tenant's use.
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11. ASSIGNMENT OR SUBLEASE
Tenant shall not have the right to assign this Lease or sublet the
Leased Premises or any part thereof without the prior written consent of the
Landlord, which consent shall not be unreasonably withheld.
12. ACCESS TO LEASED PREMISES
Landlord shall have the right to enter the Leased Premises at all
reasonable hours for the purpose of making any repairs, alterations, additions
or improvements to the Leased Premises. All such repairs, alterations,
additions and improvements shall be done in a manner so as not to unreasonably
interfere with Tenant's use of the Leased Premises. During the repair period,
Tenant's liability for rent and other sums payable by Tenant hereunder shall be
reduced by that amount which bears the same ratio to said rent and such other
sums as the area of the Leased Premises rendered unsuitable by such repair work
for the normal operation of Tenant's business bears to the entire area of the
Leased Premises.
13. DEFAULT BY TENANT
13.1 The following shall be deemed a default by Tenant under the
terms of the Lease ("Event of Default"):
a. The failure by Tenant to pay any rent or other sum of money due
hereunder within ten (10) days after written notice from Landlord that such
payment has not been made;
b. The failure by Tenant to perform any other of the terms,
conditions or covenants of this Lease to be observed or performed by Tenant for
more than thirty (30) days after written notice from Landlord of such default,
unless such default is of a nature that it cannot practicably be cured within a
thirty (30) day period and Tenant is proceeding with due diligence to cure such
default;
c. The making by Tenant of an assignment for the benefit of
creditors;
d. The filing of a petition by or against Tenant for adjudication as
a bankrupt under the Bankruptcy Act, as now or hereafter amended or
supplemented, or for reorganization within the meaning of Chapter XI of the
Bankruptcy Act, or the commencement of any action or proceeding for the
dissolution or liquidation of Tenant, whether instituted by or against Tenant,
or for the appointment of a receiver or trustee of the property of Tenant,
provided that no such filing or proceeding instituted by a third party shall be
regarded as a default hereunder if Tenant shall promptly move to have the same
dismissed, rescinded or rendered inoperative and Tenant prosecutes such action
with due diligence and continues to perform and discharge all of the covenants
and obligations on its part to be performed or discharged under this Lease
during the pendency of such proceedings.
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13.2 Upon the occurrence of an Event of Default, Landlord shall have
the immediate right of re-entry and possession of the Leased Premises, which
right shall remain continuous until such time as Tenant shall have cured such
Event of Default. Notwithstanding such re-entry and possession of the Leased
Premises are relet by Landlord an [sic] for all expenses which Landlord may
incur in re-entering the Leased Premises and repairing and maintaining the same
less such proceeds, if any, which may result from the reletting of the Leased
Premises.
13.3 Additionally, upon the occurrence of any Event of Default,
Landlord shall have the right to terminate this Lease by written notice of such
intention to Tenant. In the event Landlord elects to terminate this Lease,
Tenant's liability for rent and other sums payable hereunder and to perform any
other term, condition, covenant or agreement on its part to be performed under
this Lease shall cease and terminate as to any period subsequent to the date on
which Landlord delivers to Tenant written notice of such termination. Tenant
shall remain liable, however, for all rent and the performance of all terms
conditions and agreements relating to matters prior to the date of such
termination.
14. REMEDIES CUMULATIVE
No Mention in this Lease of any specific right or remedy shall
preclude either party from exercising any other right or from having any other
remedy or from maintaining any action to which it may be otherwise entitled
either at law or in equity.
15. WAIVER
The failure of either party to insist in any one or more instances
upon a strict performance of any covenant of this Lease or the waiver by either
party of any breach of any term, covenant or condition herein contained shall
not be deemed to be a waiver or relinquishment of such term, covenant or
condition or any subsequent breach of the same or any other term, covenant or
condition herein contained. No covenant, term or condition of this Lease shall
be deemed to have been waived by either party unless waived by written
instrument.
16. HOLDING OVER
Any holding over by Tenant, with Landlord's written consent, after
expiration of this Lease shall operate and be construed as a tenancy from month
to month on the same terms, covenants, conditions, provisions and agreements
contained in this Lease, except the monthly rent payment shall increase by 200%.
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17. NOTICES
All notices as required by any of the terms and conditions of this
Lease shall be deemed given when the notice is prepared, adequately addressed
and deposited in the United States mail, postage prepaid. Notices to Landlord
and Tenant are adequately addressed as follows:
Landlord: Xxxxx County Industrial Development Agency
0 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
Xxxx Xxx, XX 00000
Tenant: Iron Age Corporation
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
18. MECHANICS' LIENS
Tenant shall pay all costs for construction done by it or caused to be
done by it in the leased premises as permitted by this Lease Agreement. Tenant
shall keep the building, other improvements, and land of which the leased
premises are a part free and clear of all mechanics' liens resulting from
construction done by or for Tenant. Tenant shall have the right to contest the
correctness or the validity of any such lien, if immediately on demand by
Landlord, Tenant procures and records a lien release bond issued by a
corporation authorized to issue surety bonds in an amount equal to one and one-
half times the amount of the claim of the lien.
19. ATTORNEYS' FEES
If either party becomes a party to any litigation concerning this
Lease Agreement, the leased premised , or the building or other improvements in
which the leased premises are located, by reason of any act or omission of the
other party or its authorized representatives, and not by any act or omission of
the party that becomes a party to that litigation or any act or omission of its
authorized representatives, the party that causes the other party to become
involved in the litigation shall be liable to that party for reasonable
attorneys' fees and court costs incurred by it in the litigation.
If either party commences an action against the other party arising
out of or in connection with this Lease Agreement, the prevailing party shall be
entitled to have and recover from the losing party reasonable attorneys' fees
and costs of suit.
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20. SUCCESSORS AND ASSIGNS
This Lease and all its provisions shall be binding upon the heirs,
administrators, executors, successors and assigns of the parties hereof.
IN WITNESS WHEREOF, the respective parties have executed this
instrument as of the day and year first hereinabove written.
LANDLORD:
Xxxxx County Industrial Development Agency
By /s/ Xxxxxxx X. Xxxxxx
TENANT:
Iron Age Corporation
By /s/ Xxxxx XxXxxxxxx
Xxxxx XxXxxxxxx, CFO
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EXHIBIT A
[PLAN]
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LEASE AMENDMENT 1
JANUARY 1, 1994
THIS AMENDMENT is made this 19th day of December, 1994, by and between
Xxxxx County Industrial Development Agency, hereinafter referred to as
"Landlord," and Iron Age Corporation, hereinafter referred to as "Tenant." This
Amendment will be attached to and become a part of the existing Lease Agreement
dated the 9th day December, 1992, and will bound by all the terms and conditions
of said Agreement.
1. PREMISES
The leased premises will be extended to include five (5) covered parking
spaces in the Cayuga Building, further described on the attachment to be labeled
Amendment 1 - Exhibit A attached to and made a part of this agreement.
2. TERM
The Term of this agreement will run concurrent with the December 9, 1992,
Agreement ending at midnight on February 28, 1997.
3. RENTAL
Tenant covenants and agrees to pay to Landlord for the use and occupancy of
the Leased Premises during the term hereof in monthly installments as follows:
The charge for each space will be $20.00 per month. The charge per space will
increase by $5 per space on the anniversary date of each period of the lease.
The charges for the covered parking will not increase if the option to extend
for two years is exercised but will remain at the rate for the previous period.
The following is the amended rental amounts including rental for parking.
PERIOD YEARLY AMOUNT MONTHLY INSTALLMENT
------ ------------- -------------------
1/1/95-2/28/95 $27,300 $2,350
3/1/95-2/29/96 $31,500 $2,625
3/1/96-2/28/97 $31,800 $2,650
TWO YEAR OPTION:
3/1/97-2/28/98 $34,800 $2,900
3/1/98-2/28/99 $34,800 $2,900
This Lease and all its provisions shall be binding upon the heirs,
administrators, executors, successors and assigns of the parties hereof.
IN WITNESS WHEREOF, the respective parties have executed this instrument as
of the day and year first hereinabove written.
LANDLORD: TENANT:
Xxxxx County Industrial Development Agency Iron Age Corporation
By /s/ Xxxxx X. Xxxxx By /s/ Xxxxx XxXxxxxxx
---------------------------- ---------------------------
Xxxxx X. Xxxxx, Chairman Xxxxx XxXxxxxxx, CFO
Date: 12/19/94 Date: 1/13/95
------------------------- ------------------------
Amendment 1 - Exhibit A
[PLAN]
IRON AGE CORPORATION
XXXXX COUNTY INDUSTRIAL DEVELOPMENT AGENCY
KEUKA BUSINESS PARK LEASE (DECEMBER 9, 1992)
--------------------------------------------------------------------------------
LEASE AMENDMENT #2
APRIL 1997
--------------------------------------------------------------------------------
This amends the above noted Lease Agreement for the entire Seneca Building,
which was previously amended on December 19, 1994. That amendment provided a
two year option to renew the Lease Agreement, including five (5) covered parking
spaces in the Cayuga Building at $1800/year. That renewal option was exercised
as follows:
Period Annual Lease Lease
------ ------------ -----
Payment
-------
3/1/97-2/28/98 $34,800 $2900/month
3/1/98-2/28/99 $34,800 $2900/month
Two additional renewal options, at two years each, are now desired by both
parties. The Tenant shall provide the Landlord with six months notice of their
intention to exercise these renewal options:
Period Annual Lease Lease Payment
------ ------------ -------------
#1 3/1/99-2/29/00 $37,800 $3150/month
3/1/00-2/28/01 $37,800 $3150/month
#2 3/1/01-2/28/02 $40,800 $3400/month
3/1/02-2/28/03 $40,800 $3400/month
The rest of the terms and conditions of the original Lease Agreement remain
in effect.
Landlord:
Xxxxx County Industrial Development Agency
/s/ Xxxx Xxxxxx, Chair 21 April 97
----------------------------------------------------
Name/Title/Date
Tenant:
IRON AGE CORPORATION
/s/ Xxxxxx X. Xxxxxx, Corporate Vice Pres.
-----------------------------------------------------
Name/Title/Date
