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EXHIBIT 10.34
STATE OF SOUTH CAROLINA
LEASE AGREEMENT
COUNTY OF SPARTANBURG
THIS LEASE AGREEMENT (the "Lease") is made and entered into as of
February 27, 1997 by and between SPARTAN XXXXX, a South Carolina
corporation (the "Landlord"), and SYNTHETIC INDUSTRIES, INC., a Delaware
corporation (the "Tenant").
PRELIMINARY STATEMENT
A. Landlord is the owner of that certain approximately _____ acre
parcel located at 0 Xxxx Xxxx, Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000 and more
particularly described in Exhibit A attached hereto and made a part hereof (the
"Land"). Located on the Land is an approximately 200,000 sq. ft. building (the
"Building," together with the Land, the "Premises").
B. Tenant desires to lease the Premises from Landlord upon the terms
and conditions specified in this Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual covenants and
conditions contained herein, Landlord and Tenant agree as follows:
1. PREMISES. Landlord hereby leases to Tenant, and Tenant leases
from Landlord, the Premises.
2. TERM. The initial term of this Lease (the "Initial Term") shall
be for a period of five (5) years, beginning on the date hereof (the
"Commencement Date") and ending at midnight on February _________, 2002.
Landlord hereby grants to Tenant three (3) successive options to
renew and extend the Initial Term for a period of five (5) years (each, an
"Option Period") on the same terms and conditions as provided in this Lease,
except that Base Rent (as defined below) shall be increased as set forth in
Section 4 below, and further except that after the third Option Period Tenant
shall have no further option to renew this Lease. The first Option Period
shall commence upon the expiration of the Initial Term, the second Option
Period shall commence upon the expiration of the first Option Period, and the
third Option Period shall commence upon the expiration of the second Option
Period.
Upon the expiration of the Initial Term or any renewed Option
Period, this Lease shall automatically renew and extend as set forth in the
preceding paragraph, unless Tenant has delivered to Landlord a written notice
not to renew the Lease at least one hundred eighty (180) days prior to the
expiration of the Initial Term or a renewed Option Period, as applicable;
provided, that
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Tenant is not in default under this Lease at the time of the giving of such
notice or at the expiration of the Initial Term or an Option Period, as
applicable. The notice from Tenant not to renew the Lease shall be
irrevocable. All references to the "Term" of this Lease shall be deemed to
include any properly exercised Option Periods, unless the context clearly
indicates otherwise.
Notwithstanding anything to the contrary set forth in this Lease, Tenant
shall have the right to renew the term of the Lease only so long as Tenant or a
successor company is occupying the Premises for its own use in accordance with
the provisions of this Lease. In the event that Tenant subleases or intends to
sublease all or any portion of the Premises, no such subtenant shall have the
right to renew the term of this Lease, and Tenant shall have no right to renew
the term of this Lease for the benefit of any such subtenant or prospective
subtenant.
3. POSSESSION. Landlord shall deliver possession of the Premises to
Tenant on the Commencement Date. On or before the Commencement Date, Landlord
shall deliver or make available to Tenant copies of all environmental
investigation and remediation reports and correspondence with any governmental
offices relating thereto that are in Landlord's possession. Tenant
acknowledges that it has inspected the Premises, and Tenant's taking possession
shall constitute acceptance of the Premises in its "as is" condition.
4. RENT. Tenant shall pay to Landlord, without any prior notice or
demand and without any deduction or abatement, monthly base rent in the sum of
Twenty Five Thousand Dollars ($25,000.00) ("Base Rent"). Base Rent shall be
paid monthly in advance on the first day of each calendar month during the
Term, except that the first installment of Base Rent shall be paid by Tenant to
Landlord on the Commencement Date. Base Rent shall be prorated for any partial
month within the Term. All charges, costs and sums required to be paid by
Tenant to Landlord under this Lease in addition to Base Rent shall be
considered additional rent, and Base Rent and all such additional rent are
collectively referred to in this Lease as "Rent". Tenant's covenant to pay
Rent shall be independent of every other covenant in this Lease. All past due
Rent shall bear interest at the lesser of: (a) eighteen percent (18%) per
annum; or (b) the maximum rate permitted by law, from the date due until the
date paid. In addition, a late charge equal to five percent (5%) of the Rent
or any other amount payable under the terms of this Lease shall be paid by
Tenant on all payments not received by Landlord on or before the tenth (10th)
day after such payment is due.
During any Option Period, Base Rent shall be the then existing fair
market rental for the Premises. "Fair market rental" shall mean the fair
market rental applicable to commercial space of size and quality similar to the
Premises in the Spartanburg, South Carolina area, in the proximity of the
Building (but in no event shall Base Rent be set at a level that is less than
Base Rent in
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effect immediately prior to the commencement of the Option Period in question).
Fair market rental shall be determined as follows: one hundred fifty (150) days
prior to the expiration of the Initial Term or an Option Period, as applicable,
the parties shall attempt to agree on the Base Rent to be applicable during the
Option Period in question. If the parties cannot agree on the Base Rent to be
applicable during said Option period within thirty (30) days, then within
twenty (20) days after the expiration of said 30-day period, Landlord and
Tenant shall each appoint an appraiser and the two appraisers so appointed
shall attempt to agree upon the fair market rental for the Premises. If within
thirty (30) days after the date of appointment of the last appraiser appointed
hereunder the two appraisers cannot agree upon the fair market rental, then
within five (5) days after the expiration of such 30-day period both appraisers
shall submit their written opinion of such fair market rental to Landlord and
Tenant, and the two appraisers shall then select a third appraiser. The third
appraiser shall submit his/her opinion as to fair market rental for the
Premises to both Landlord and Tenant within thirty (30) days following that
appraiser's appointment. If the rental as set by the third appraiser is an
amount between the rental as set by the two other appraisers, then the third
appraiser's opinion shall be final and binding on the parties hereto. If the
rental as set by the third appraiser is lower than the rental set by both of
the other two appraisers, or higher than the rental set by both of the other
two appraisers, then the rental as set by the third appraiser shall be
discarded totally, and the applicable rental shall be the amount computed by
averaging the rental as set by the first two appraisers. If the two appraisers
fail to agree upon the third appraiser within five (5) days after the
expiration of the 30-day period they have to agree upon the rental, then the
third appraiser shall be selected by the highest ranking officer of the
American Arbitration Association's South Carolina office closest to
Spartanburg, South Carolina. All appraisals shall be expressed as a rental per
square foot. Each appraiser shall have an M.A.I. and/or S.R.P.A. designation,
be licensed in the State of South Carolina (if South Carolina at that time
licenses appraisers), be disinterested and be experienced with the appraisal
of rental property in the Spartanburg, South Carolina area. Each party
shall bear the fees and expenses of the appraiser appointed by that party, and
the parties shall equally share the fees and expenses of the third appraiser.
5. REPAIR AND MAINTENANCE. Tenant shall, at its expense, maintain
in good order and repair (a) the roof, structure and exterior walls of the
Building, the paving and other improvements located on the Land, (b) the
landscaped and grassed areas on the Land and keep the parking areas free from
litter and obstructions to their normal functions, and (c) the interior of the
Building, including but not limited to plate and window glass, plumbing and
electrical-related systems, air compressors, heating and air conditioning-
related systems, doors and interior walls, equipment and fixtures, and all
other improvements located within the
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Building. Tenant shall make any modifications of the Premises required to
comply with applicable legal requirements.
6. ALTERATIONS. Tenant shall have no right to make
alterations in the Premises except with the prior written consent of Landlord,
which shall not be unreasonably withheld. All alterations shall be made at
Tenant's sole expense in a good, legal, attractive and workmanlike manner, and
shall not reduce the value of the Premises. Tenant shall supply to Landlord
plans and specifications for any alterations planned by Tenant, which must be
approved in advance in writing by Landlord. Tenant shall keep the Premises
free and clear of any lien or claim of lien arising out of any such work
occurring, or allegedly occurring, by, through or under Tenant, and shall
immediately pay and discharge any such lien or claim of lien that is filed.
All unattached trade fixtures installed in the Premises by and at the expense
of Tenant may be removed by Tenant at any time during the term of this Lease;
provided, that, Tenant is not in default hereunder and such removal will not
damage the Premises or that any damage caused by such removal will be promptly
repaired by Tenant at its expense. Except as provided above, any alterations to
the Premises and property installed therein shall, at Landlord's option, become
the property of Landlord or shall be removed by Tenant, as Landlord may direct,
at the expiration or the earlier termination of this Lease. Tenant shall repair
any damage caused by removal, and Tenant's obligations hereunder shall survive
the expiration or earlier termination of the Lease term.
7. TAXES. Tenant shall pay before delinquency the ad valorem real
property taxes and assessments (if any) levied against the Premises and all
taxes, fees, charges and assessments that are levied, assessed or otherwise
based on fixtures, equipment, merchandise or other property installed in the
Premises or brought in the Premises by Tenant, or Tenant's use or operation of
the Premises. Taxes for 1997 shall be prorated as of the date hereof.
8. UTILITIES AND SERVICES. Tenant shall make all arrangements for
and pay for all utilities and services used by Tenant, including, without
limitation, gas, electricity, water, sewer and telephone service, and for all
charges for initiation of service therefor. Tenant shall provide housekeeping
services in the Premises, properly dispose of all wastes, and keep the Premises
in a neat and clean condition.
9. INSURANCE. Tenant at its cost shall maintain:
(a) Commercial General Liability insurance, which shall
include coverage for product liability, personal injury, contractual
liability, Tenant's legal liability, bodily injury (including death) and
property damage, all on an occurrence basis with respect to the business
carried on in or from the Premises and Tenant's use and occupancy of the
Premises with coverage for any one occurrence or claim of not less than
$1,000,000 and in
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the aggregate of not less than $3,000,000 or such other amount as
Landlord may reasonably require upon not less than three (3) months'
prior written notice; such insurance shall include the Landlord as an
additional insured as its interest may appear;
(b) Fire and extended coverage insurance, written on an "all
risk" basis, including flood, earthquake, demolition and increased cost
of construction, service interruption, and all other perils included in
the broadest possible standard form of extended coverage endorsements
obtainable in South Carolina, in an amount of one hundred percent (100%)
of the Building's full replacement value (less the cost of foundations
and footings), with all coinsurance penalties eliminated; such insurance
policy to be issued in the names of Landlord and Tenant as their
interests may appear;
(c) Fire and extended coverage insurance for the actual fair
market value of Tenant's property (including fixtures, leasehold
improvements and equipment) located in the Premises and such other
insurance against such other perils and in such amounts as Landlord may
from time to time reasonably require upon not less than ninety (90)
days' prior written notice;
(d) Business interruption coverage in an amount sufficient to
cover Base Rent and other sums payable under this Lease for a period of
twelve (12) months commencing with the date of loss; and
(e) Workers' compensation insurance in amounts adequate to
comply with the statutes of the State of South Carolina and employers'
liability insurance with limits not less than $500,000 bodily
injury each accident, $500,000 bodily injury by disease, and $500,000
policy limit.
Tenant shall provide Landlord with original certificates of the
insurance policies (and renewals thereof) required to be maintained by Tenant,
and Tenant agrees to procure and furnish to Landlord endorsements on such
policies whereby the respective insurance companies agree that Landlord will be
given thirty (30) days advance written notice by registered or certified mail
of any cancellation, reduction of or other change in insurance under any such
policies. Landlord shall not be responsible or liable for any loss, event, act
or omission to the extent covered by insurance maintained by Tenant, or
required by this Lease to be maintained by Tenant, and Tenant shall require
its insurers to include in Tenant's insurance policies effective waivers of
subrogation rights for the benefit of Landlord, its agents and employees. All
insurance required to be maintained by Tenant shall be on terms and with
insurers reasonably acceptable to Landlord.
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10. WAIVER OF SUBROGATION. Notwithstanding any waiver and
indemnification or anything else to the contrary contained in this Lease:
(a) Tenant shall not be responsible or liable to Landlord for
any damage incurred by Landlord to the extent covered by the proceeds of
property insurance obtained and maintained under this Lease by Landlord
in connection with the Building. Landlord shall cause its policy or
policies of property insurance to contain effective waivers of
subrogation for the benefit of Tenant.
(b) Landlord shall not be responsible or liable to Tenant for
any damage incurred by Tenant to the extent covered by property
insurance required to be obtained and maintained by Tenant with respect
to the Premises and its use and occupancy thereof (whether or not such
property insurance is actually obtained or maintained) and the proceeds
of such other insurance as is obtained and maintained by Tenant with
respect to the Premises and to its use and occupancy thereof. Tenant
shall provide Landlord with confirmation that waivers of subrogation
have been effected by its insurers for the benefit of Landlord, such
confirmation and waivers to be in form satisfactory to Landlord.
11. DAMAGE BY CASUALTY OR FIRE. Tenant shall promptly notify Landlord
of any damage to the Premises caused by fire or other casualty.
(a) If either the Premises or the Building is rendered
substantially untenantable by fire or other casualty, either Landlord or
Tenant may elect, by giving the other party written notice within thirty
(30) days after Landlord's receipt of Tenant's notice of the fire or
casualty, to terminate this Lease as of the date of the casualty.
(b) If (i) either the Premises or the Building is damaged by
fire or other casualty but is not rendered substantially untenantable,
or the Premises or (ii) the Building is damaged by fire or other
casualty and is rendered substantially untenantable, but this Lease is
not terminated pursuant to subsection (a) above, then Landlord shall,
upon receipt and to the extent of the insurance proceeds, repair and
restore the damaged portions (other than any leasehold improvements and
personal property installed by Tenant), to substantially the same
condition as existed immediately prior to the casualty. Rent shall not
xxxxx during any such period of damage or repair. Notwithstanding the
foregoing, if the damage occurs during the last twelve (12) months of
the Term, then Landlord shall have the right to terminate this Lease as
of the date of the casualty by giving written notice of termination to
Tenant within thirty (30) days after Landlord's receipt of Tenant's
notice of the fire or casualty. In addition, if Landlord determines
that the insurance proceeds
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are not sufficient to repair and restore the damaged portions (other
than any leasehold improvements and personal property installed by
Tenant), to substantially the same condition as existed immediately
prior to the casualty, then Landlord shall have the right to terminate
this Lease as of the date of the casualty by giving written notice of
termination to Tenant upon such determination by Landlord. In any
event, Landlord shall be entitled to receive all insurance proceeds
payable with respect to the Premises.
12. TAKING FOR PUBLIC USE. If the whole or any part of the Building
shall be taken for any public or any quasi-public use under any statute or by
right of eminent domain, or by private purchase in lieu thereof, then either
Landlord or Tenant may terminate this Lease as of the date that title shall be
taken by written notice to the other party. In the event that this Lease shall
be terminated, the rental shall, if and as necessary, be equitably adjusted.
If any part of the Building shall be so taken and this Lease
shall not be terminated under the prior provisions of this paragraph, then the
rent shall be apportioned according to the space in building so taken, and
Landlord shall, to the extent possible with any award of damages from such
taking, restore the remaining portion of the Premises to the extent necessary
to render it reasonably suitable for the purposes for which it was leased.
All compensation awarded or paid upon such a total or partial
taking of the Premises shall belong to and be the property of Landlord without
any participation by Tenant.
13. INDEMNITY AND WAIVER. Tenant shall indemnify, defend and save
harmless the Landlord, its agents, shareholders, officers, employees,
successors and assigns, from and against any and all claims, demands, causes of
action, liabilities and other costs and expenses of any nature whatsoever
(including attorneys' fees) arising in any manner out of Tenant's use and
occupancy of the Premises, except as may be caused by Landlord or its agents or
employees. Tenant hereby releases and waives all claims against Landlord, its
agents, shareholders, officers, employees, successors and assigns for injury or
damage to person, property or business sustained in or about the Premises.
14. DEFAULT. The occurrence of any one of the following shall
constitute a default by Tenant:
(a) Failure to pay rent or any other amounts due hereunder
when due;
(b) Abandonment or vacation of the Premises (it being agreed
that absence from the Premises for six (6) consecutive days after rent
has become delinquent or the removal of substantially all of Tenant's
possessions will create a conclusive presumption of abandonment);
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(c) Declaration of Tenant as bankrupt, or the filing by or
against Tenant of a petition in bankruptcy, or an assignment made by
Tenant for the benefit of creditors, or the appointment of a receiver
for Tenant's property; or
(d) Failure to perform any other provision of this Lease if
the failure to perform is not cured within thirty (30) days after notice
thereof has been given to Tenant. No such notice shall be deemed a
forfeiture or a termination of this Lease unless Landlord so elects in
the notice
15. LANDLORD'S REMEDIES. Upon the occurrence of an event of default
by Tenant under this Lease, Landlord, at its option, without further notice or
demand to Tenant, may in addition to all other rights and remedies provided in
this Lease, at law or in equity:
(a) terminate this Lease and Tenant's right of possession of
the Premises, and recover all damages to which Landlord is entitled
under law, specifically including, without limitation, all Landlord's
expenses of reletting (including repairs, alterations, improvements,
additions, decorations, legal fees and brokerage commissions); or
(b) terminate Tenant's right of possession of the Premises
without terminating this Lease, in which event Landlord may, but shall
not be obligated to, relet all or part of the Premises for the account
of Tenant, for such rent and term and upon such terms and conditions as
are acceptable to Landlord. For purposes of such reletting, Landlord is
authorized to redecorate, repair, alter and improve the Premises to the
extent reasonably necessary. Until Landlord does relet the Premises,
Tenant shall pay Landlord monthly on the first day of each month during
the period that Tenant's right of possession is terminated, a sum
equal to the amount of Rent due under this Lease for that month (less
any amount which Landlord could have realized if Landlord had relet the
Premises to a reputable, credit-worthy substitute tenant procured by
Tenant and presented to Landlord in writing, which substitute tenant
was ready, willing and able to lease the entire Premises from Landlord
under a lease in form identical to the form of this Lease). If and when
the Premises are relet and a sufficient sum is not realized from such
reletting, after payment of all Landlord's expenses of reletting
(including repairs, alterations, improvements, additions, decorations,
legal fees and brokerage commissions), to satisfy the payment of Rent
due under this Lease for any month, Tenant shall pay Landlord the
deficiency monthly upon demand. Tenant agrees that Landlord may file
suit to recover any sums
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due to Landlord under this Section 15 from time to time and that the
filing of a suit or the recovery of any amount due Landlord shall not be
any defense to any subsequent action brought for any amount not
previously reduced to judgment in favor of Landlord. If Landlord elects
to terminate Tenant's right to possession without terminating this
Lease, Landlord may, at its option, enter into the Premises, remove
Tenant's signs and other evidences of tenancy, and take and hold
possession of the Premises, as stated in Section 15; provided, however,
that such entry and possession shall not terminate this Lease or release
Tenant, in whole or in part, from Tenant's obligation to pay the Rent
reserved hereunder for the full Term (including any properly exercised
renewal periods) or from any other obligation of Tenant under this
Lease.
In the event a petition is filed by or against Tenant seeking a plan of
reorganization or arrangement under the Bankruptcy Code, Landlord and Tenant
agree, to the extent permitted by law, that the trustee in bankruptcy shall
determine whether to assume or reject this Lease within sixty (60) days after
the commencement of the case.
16. ASSIGNMENT AND SUBLETTING. Tenant shall not sell, assign,
pledge or hypothecate this Lease or sublet the Premises or any part thereof
without the prior written consent of Landlord, which consent will not be
unreasonably withheld. Consent by Landlord to one assignment or subletting
shall not be deemed a waiver of the requirement to obtain Landlord's consent to
future assignments or subleases, and all such later assignments or subleases
shall be made only with Landlord's prior written consent, which consent will
not be unreasonably withheld. In the event any assignment of the Lease or
subletting of the Premises or any part thereof is made by Tenant whether or not
the same is consented to by Landlord, Tenant shall remain liable to Landlord
for payment of all rent herein provided for and for the faithful performance of
all of the covenants and conditions of this Lease by any assignee or sublessee
to the same extent as if the Lease had not been assigned or the Premises
sublet. If this Lease shall be assigned or the Premises sublet by Tenant at a
rental that exceeds all rentals to be paid to Landlord hereunder, then and in
such event any such excess shall be paid over to Landlord by Tenant.
17. RIGHT OF ENTRY. Landlord and its authorized representatives
shall have the right to enter the Premises at all reasonable times upon
reasonable notice (except in emergencies) to inspect the Premises, to maintain
and make repairs to the Premises, and to exhibit the Premises to prospective
tenants during the last one hundred and twenty (120) days of the term of this
Lease.
18. USE CLAUSE; COMPLIANCE WITH LAW. Tenant shall use the Premises
only for the manufacturing and distribution of polypropylene and polyester
fibers and fabrics and related uses,
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and for no other purpose. Tenant shall obey and comply with all laws, rules,
regulations, ordinances and other legal requirements of all legally constituted
authorities, existing at any time during the Lease term with respect to the
Premises and Tenant's use and occupancy thereof. In particular and not in
limitation of the foregoing, Tenant shall obtain and maintain during the Term
any and all necessary permits and licenses with respect to the Premises and
Tenant's use and occupancy thereof. Tenant shall not cause or permit a
nuisance to exist on or about the Premises, and shall refrain from engaging in
any dangerous, illegal or improper activities on or about the Premises.
Tenant shall obey such other reasonable rules that Landlord may issue from time
to time regarding the Premises.
19. HAZARDOUS MATERIALS. Tenant shall not use or store on, in, or
under the Premises, or transport to or from the Premises any Hazardous Material
(as defined below), or allow any other person or entity to do so, except in
compliance with all applicable local, state and federal laws, ordinances and
regulations. Tenant shall not generate, manufacture, produce, release,
discharge or dispose of on, in, or under the Premises any Hazardous Material,
or allow any other person or entity to do so. Tenant shall comply with all
local, state and federal laws, ordinances and regulations relating to Hazardous
Materials on, in, under or about the Premises.
Tenant shall promptly notify Landlord should Tenant receive
notice of, or otherwise become aware of, any: (a) pending or threatened
environmental regulatory action against Tenant or the Premises; (b) claims made
or threatened by any third party relating to any loss or injury resulting from
any Hazardous Material; or (c) release or discharge, or threatened release or
discharge, of any Hazardous Material in, on, under or about the Premises.
Tenant agrees to indemnify, defend and hold Landlord harmless
from and against any and all liabilities, claims, demands, costs and expenses
of every kind and nature (including attorneys' fees) directly or indirectly
attributable to Tenant's failure to comply with this paragraph, including,
without limitation: (a) all consequential damages; and (b) the costs of any
required or necessary investigation, cleanup or detoxification of the Premises,
and the preparation and implementation of any closure, remedial or other
required plan. The indemnity contained in this paragraph shall survive the
expiration or earlier termination of this Lease.
As used in this Lease, the term "Hazardous Material" shall mean
any element, compound, mixture, solution, particle or substance which is
dangerous or harmful or potentially dangerous or harmful to the health or
welfare of life or the environment, including but not limited to any reactive,
corrosive or ignitable substance, any petroleum-related substance, any
radioactive material, any toxic substance, and any substance that is a
"hazardous substance, "hazardous waste," "hazardous material," "toxic
substance," "hazardous pollutant" or "toxic pollutant" under any law or
regulation.
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20. LIMITATION ON LIABILITY. Tenant shall look solely to the estate
and interest of Landlord in the Premises for the collection of any judgment
requiring the payment of money by Landlord for default or breach by Landlord
under this Lease. Landlord shall be released from any further liability under
this Lease upon a sale or other transfer of the Premises.
21. PROPERTY OF TENANT. All of Tenant's furniture, equipment,
and other personal property at the Premises shall, during the term hereof, be
at risk of Tenant only, and Landlord shall not be liable for any loss thereof
or damage thereto resulting from any cause whatsoever.
22. END OF TERM. Upon the expiration of the Term or other
termination of this Lease, Tenant shall quit and surrender to Landlord the
Premises, broom clean and in as good order and condition as the Premises were
at the time of Tenant's occupancy thereof, ordinary wear and tear excepted.
23. HOLDING OVER. Tenant shall pay Landlord one hundred and fifty
percent (150%) of the Rent then applicable for each month or partial month
during which Tenant retains possession of all or any part of the Premises after
the expiration or termination of this Lease, or the termination of Tenant's
right of possession of the Premises. Tenant shall indemnify Landlord against
all liabilities and damages sustained by Landlord by reason of such retention
of possession. The provisions of this Section shall not constitute a waiver by
Landlord of any re-entry rights of Landlord available under this Lease or by
law. If Tenant retains possession of the Premises, or any part of the
Premises, for thirty (30) days after the expiration or termination of this
Lease, then at the sole option of Landlord expressed by written notice to
Tenant, but not otherwise, Tenant's holding over shall constitute a renewal of
this Lease for a period of one (1) year on the same terms and conditions and at
double the Rent then applicable.
24. ATTORNEY'S FEES. If either Landlord or Tenant shall engage
legal counsel for the enforcement of any of the terms of this Lease, the
defaulting party shall be responsible for and shall promptly pay to the non-
defaulting party the attorney's fees and other expenses, including without
limitation, court costs and fees, incurred by the non-defaulting party as a
result of the default.
25. AUTOMATIC SUBORDINATION. This Lease is and shall be subordinate
to any mortgage or deed of trust now of record or recorded after the date of
the Lease affecting the Premises (the "Mortgage"). Tenant agrees to execute
and deliver such further instruments subordinating this Lease to the lien of
any such Mortgage as may be requested in writing by Landlord from time to time;
provided, however, that the mortgagee agrees to execute a written
subordination, nondisturbance and attornment agreement which shall provide that
(a) so long as this Lease shall be in full force and effect and Tenant is not
in default, then Tenant's possession and use of the Premises in accordance
with the provisions of this Lease shall not be affected or disturbed by reason
of a subordination to or default under the Mortgage and
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(b) in the event of the foreclosure of the Mortgage, Tenant shall attorn to and
recognize the mortgagee or the purchaser in foreclosure as Landlord under this
Lease.
26. WAIVER. The waiver by Landlord of any breach of any covenant or
agreement herein contained shall not be a waiver of any other default
concerning the same or any other covenant or agreement herein. The receipt and
acceptance by Landlord of delinquent rent shall not constitute a waiver of any
other default.
27. NOTICE. All notices and other communications hereunder shall be
in writing and shall be deemed given when delivered by hand or by facsimile
transmission or mailed by registered or certified mail (return receipt
requested), postage prepaid, to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice; provided,
however, that notice of a change of address shall be effective only upon
receipt thereof)
(a) If to Landlord, to:
Spartan Xxxxx
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: President
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. 000 Xxxxx Xxxxx
Xxxxxx, Xxxxx 0000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq. Telecopy: (704)
378-4000
(b) If to Tenant, to:
Synthetic Industries, Inc.
000 XxXxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Attention: President
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxx, Xxxx & Xxxxxxxx, LLP
X.X. Xxx 0000
XxXxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Telecopy: (000) 000-0000
28. APPLICABLE LAW. This Lease shall be governed by the laws of the
State of South Carolina.
29. LANDLORD'S REPRESENTATIONS. Landlord represents and warrants to
Tenant that:
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(a) Landlord owns fee simple title to the Premises, and
Landlord has no knowledge of any pending or threatened legal action
affecting the Premises, including without limitation, any condemnation
action.
(b) Landlord has not received written notice from
governmental authorities alleging, nor is Landlord aware, without any
investigation, that the Building or Land is in violation of any
applicable laws.
(c) There are no leases affecting all or any portion of the
Premises.
(d) To Landlord's knowledge without any investigation,
Landlord has conducted its activities at the premises in material
compliance with all applicable laws and regulations, specifically
including environmental laws and regulations.
(e) To Landlord's knowledge without any investigation, the
Building does not have any material structural defects.
30. INTEGRATION AND BINDING EFFECT. The entire agreement, intent and
understanding between Landlord and Tenant is contained in the provisions of
this Lease, and any stipulations, representations, promises or agreements,
written or oral, made prior to or contemporaneously with this Lease shall have
no legal or equitable effect or consequence unless reduced to writing herein.
This Lease creates only the relationship of landlord and tenant between the
parties, and shall not be construed to make Tenant an agent, employee or
partner of Landlord.
[Remainder of page left intentionally blank.]
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IN WITNESS WHEREOF, each party has caused this Lease Agreement to be
duly executed as of the day and year first above written
LANDLORD: SPARTAN XXXXX,
a South Carolina corporation
/s/ XXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXXX
----------------------------- ---------------------------
Witness Xxxx X. Xxxxxxx
Vice President
/s/ [ILLEGIBLE]
-----------------------------
Witness
TENANT: SYNTHETIC INDUSTRIES, INC.,
a Delaware corporation
/s/ [ILLEGIBLE] By: /s/ XXXXXX XXXXXXXXX
----------------------------- --------------------------
Witness Xxxxxx Xxxxxxxxx
CEO
/s/ XXXXX X. XXXXXXX
-----------------------------
Witness
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State of South Carolina)
County of Spartanburg) Probate
PERSONALLY Appeared before me the undersigned witness, who, being duly
sworn, says that (s)he saw the within named Xxxxxx Xxxxxxxxx, CFO, of Synthetic
Industries, Inc., sign, seal, and as his act and deed, deliver the foregoing
Lease Agreement, and that (s)he with the other witness subscribed above,
witnessed the execution thereof.
/s/ XXXXX X. XXXXXXX
----------------------------
Sworn before me this 27 day
of February, 1997.
/s/ [ILLEGIBLE]
--------------------------------------
Notary Public for South Carolina
My Commission Expires: 04/22/2004
State of South Carolina)
County of Spartanburg) Probate
PERSONALLY Appeared before me the undersigned witness, who, being duly
sworn, says that (s)he saw the within named Xxxx X. Xxxxxxx, Vice President, of
Spartan Xxxxx, sign, seal, and as his act and deed, deliver the foregoing
Lease Agreement, and that (s)he with the other witness subscribed above,
witnessed the execution thereof.
/s/ XXXXX X. XXXXXXX
----------------------------
Sworn before me this 27 day
of February, 1997.
/s/ [ILLEGIBLE]
--------------------------------------
Notary Public for South Carolina
My Commission Expires: 04/22/2004
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EXHIBIT A
All of those certain pieces, parcels or tracts of land, with improvements
thereon, shown and designated as parcels 6-18-10-43 and 6-18-10-8 on the
Property Map and Records System of Spartanburg County, South Carolina.
Also, a non exclusive easement for ingress and egress over that portion of
Cedar Street which abuts the southeastern boundary of parcel 6-18-10-43, being
that portion of Cedar Street officially closed by order of Xxx Xxxxx xx Xxxxxx
Xxxxx xx Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx dated ___________, (Judgment Roll
No. ________).
