AMENDED AND RESTATED LEASE
Between
CITY OF PRINCETON, KENTUCKY
Landlord
- and -
SPECIAL METALS CORPORATION
Tenant
Property Located In:
City of Princeton
Xxxxxxxx County
Kentucky
TABLE OF CONTENTS
Page
----
ARTICLE 1 Premises................................................2
ARTICLE 2 Term of Lease...........................................3
ARTICLE 3 Rent....................................................4
ARTICLE 4 Alteration of Premises by Tenant........................5
ARTICLE 5 Utilities...............................................6
ARTICLE 6 Insurance...............................................6
ARTICLE 7 Taxes...................................................7
ARTICLE 8 Repairs and Maintenance................................10
ARTICLE 9 Changes, Alterations and New Construction by Tenant....11
ARTICLE 10 Damage by Fire.........................................12
ARTICLE 11 Eminent Domain.........................................12
ARTICLE 12 Bankruptcy and Default Provisions......................14
ARTICLE 13 Mechanic's Liens.......................................17
ARTICLE 14 Assignments and Transfers of Tenant's Interest.........17
ARTICLE 15 Compliance with Governmental Orders....................18
ARTICLE 16 Subordination to Mortgages.............................18
ARTICLE 17 Notices and Certificates...............................19
ARTICLE 18 Covenant of Quiet Enjoyment............................21
ARTICLE 19 Option to Purchase.....................................21
ARTICLE 20 Miscellaneous Provisions...............................22
Exhibit A - Description of Premises
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This sets forth an Amended and Restated Lease made as of the 1st day
of September, 1990, by and between the CITY OF PRINCETON, Xxxxxxxx County,
Kentucky (the "Landlord") and SPECIAL METALS CORPORATION, a corporation
organized and existing under the laws of the State of Delaware with its
principal office at 0000 Xxxxxx Xxxxxxxxxx Xxxx, Xxx Xxxxxxxx, Xxx Xxxx 00000
(the "Tenant").
R E C I T A L S
A. By a Lease Agreement dated as of September 1, 1970, recorded in
the office of the County Clerk of Xxxxxxxx County, Kentucky, in Book 15 at Page
452, Landlord leased certain property described therein to Xxxxxx Incorporated
(the "Existing Lease").
B. By an Assignment dated as of November 1, 1975, recorded in the
Office of the County Clerk of Xxxxxxxx County in Book 17 at Page 421, Xxxxxx
Incorporated assigned the Existing Lease to the Tenant.
C. By a Supplemental Lease Agreement dated as of April 1, 1982, the
Landlord and Tenant amended the Existing Lease by excluding a two-acre parcel
from the terms thereof.
D. The initial term of the Existing Lease expired on August 31,
1990. Under the Existing Lease, the Tenant has the option of extending the
Existing Lease for five renewal terms, each with a duration of five years.
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E. The Tenant desires to exercise its option to extend the Existing
Lease and Landlord is willing to extend the Existing Lease upon the condition
that the Existing Lease be amended and restated in its entirety.
NOW, THEREFORE, in consideration of the following mutual covenants,
the parties hereby amend and restate the Existing Lease in its entirety as
follows:
ARTICLE 1
Premises
1.1 Premises
Landlord hereby leases to Tenant, and Tenant leases and hires from
Landlord, the parcel of real property described on Exhibit "A" annexed hereto,
together with all buildings, improvements and fixtures located thereon (the
"Premises").
1.2 Use of Premises
Tenant may use the Premises for industrial purposes as a factory,
mill, shop, processing plant, assembly plant or fabricating plant or for any
other lawful purpose. Tenant shall, at Tenant's sole cost and expense, obtain
all necessary permits and licenses relating to Tenant's use of the Premises.
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ARTICLE 2
Term of Lease
2.1 Initial Term
The initial term of this Lease shall commence on September 1, 1990
and shall expire on August 31, 1995.
2.2 Renewal Terms
Tenant is granted the option of extending the term of this Lease for
four (4) successive periods of five years each (herein individually referred to
as a "renewal term" and collectively as "renewal terms") upon condition that at
the date of commencement of each such renewal term there is no default by Tenant
in the performance of its obligations under this Lease beyond any applicable
period of notice and grace. In the event that Tenant desires to exercise its
option to extend the initial term or any subsequent renewal term, Tenant shall
give written notice of its intention to exercise its option 90 days prior to the
expiration of the initial term or renewal term, as the case may be. The word
"term" shall, unless otherwise provided to the contrary, be deemed to include
the initial and any renewal term.
2.3 Surrender of Premises
At the expiration of the term of this Lease, Tenant shall surrender
the Premises, together with all buildings, improvements and fixtures located
thereon, except for the personal property of and equipment of Tenant, in good
condition and broom clean, reasonable wear and tear and damage by fire or
casualty excepted. Tenant shall also remove any signs from the Premises and
repair any damage caused to the Premises by the removal of any sign.
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ARTICLE 3
Rent
3.1 Fixed Rent
(a) The annual rent during the initial term and subsequent
renewal terms shall be as follows:
Year Annual Rent
---- -----------
1 $ 7,500
2 7,500
3 7,500
4 7,500
5 7,500
6 8,500
7 9,500
8 10,500
9 11,500
10 12,500
11 13,500
12 14,500
13 and each year 15,000
thereafter until
the end of all
renewal terms
(b) Fixed rent shall be payable annually in advance on the
first day of September of each year during the term of this Lease. In the event
that Tenant at any time exercises its option to purchase the Premises in
accordance with Article 19 hereof, any unearned rent previously prepaid shall be
credited toward the purchase price due under Article 19.
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3.2 Additional Rent
The Tenant shall pay as additional rent all other sums of money or
charges required to be paid by Tenant under any other Article of this Lease,
whether or not the same be designated "additional rent". If such amount or
charges are not paid at the time provided in this Lease, they shall
nevertheless, if not paid when due, be collectible as additional rent with the
next installment of rent thereafter falling due hereunder, but nothing herein
shall be deemed to suspend or delay the payment of any money or charge at the
time the same becomes due and payable hereunder, or limit any other remedy of
the Landlord.
3.3 Past Due Rent and Additional Rent
If Tenant shall fail to pay, when the same is due and payable, the
fixed rent or any additional rent, such unpaid amounts shall bear interest from
the due date thereof to the date of payment at an annual rate equal to the Prime
Rate of interest, as published in The Wall Street Journal, plus one (1) percent
per annum.
3.4 Lease Year
The term "lease year" means twelve calendar months, beginning on
September 1 of each year and expiring on August 31 of the next year.
ARTICLE 4
Alteration of
Premises by Tenant
4.1 Alteration of Premises
Tenant may, at Tenant's sole cost and expense, alter the Premises
for Tenant's use and occupancy. Tenant, at Tenant's sole cost and expense, shall
obtain
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all permits required by law prior to commencing alterations on the Premises and
shall perform or cause to be performed all alterations in compliance with all
applicable laws, codes, rules and regulations of all governmental entities
having jurisdiction.
ARTICLE 5
Utilities
5.1 Utilities
Tenant shall pay for all of its gas, steam, water, electricity and
other utility costs, and heating and air conditioning costs in connection with
the Premises.
ARTICLE 6
Insurance
6.1 All Risks Insurance
Tenant, at its option, may insure the Premises and all improvements
thereon against loss or damage by risks now or hereafter embraced by "All Risks"
coverage in amounts deemed appropriate by Tenant. Tenant shall pay all premiums
and other costs and expenses associated with such insurance coverage.
6.2 Liability Insurance
Tenant, at its sole cost and expense, for the mutual benefit of
Landlord and Tenant, shall maintain personal injury and property damage
liability insurance against claims for bodily injury, death or property damage
with combined limits of not less than $5,000,000. The insurance required by this
Section 6.2 shall be obtained under valid and enforceable policies issued by
insurers of recognized responsibility which are licensed to do business in the
State of Kentucky. At
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Landlord's request, the original of the policy or certificates of insurance
bearing notations evidencing the payment of premiums or accompanied by other
evidence satisfactory to Landlord of such payment shall be delivered by Tenant
to Landlord.
All policies of liability insurance required under this Section 6.2
shall name Landlord as an insured. Each such policy shall contain a provision
that such policy shall not be cancelled without at least thirty (30) days prior
written notice to Landlord.
6.3 Other Insurance
Tenant, at its sole cost and expense, may as its option maintain
separate insurance coverages for its benefit on Tenant's leasehold improvements
and Tenant's personal property in such amounts as Tenant deems appropriate.
ARTICLE 7
Taxes
7.1 Exemption From Taxes
Landlord and Tenant acknowledge and understand that, so long as the
Premises is owned by Landlord, the Premises should be exempt from ad valorem
taxes. During the term of this Lease, Landlord will retain title to the
Premises, except as otherwise expressly provided herein, and will take no action
of any kind whatsoever which may tend to result in the assessment of ad valorem
taxes on the Premises. Should any such levy or assessment be threatened or
occur, Landlord will cooperate with Tenant in all reasonable ways to contest any
such levy on assessment.
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If, however, any taxes, assessments, or other governmental charges shall be
levied upon the Premises, the provisions of this Article 7 shall apply thereto.
7.2 Payment of Taxes, Assessments, Etc.
As additional rent, Tenant shall pay, before any fine, penalty,
interest or cost may be added thereto or become due or be imposed by operation
of law for the non-payment thereof, all real estate taxes and assessments (if
the Premises is not exempt therefrom), water and sewer rents, rates and charges,
and other governmental charges, general and special, ordinary and extraordinary,
unforeseen and foreseen, of any kind and nature whatsoever, including
payments-in-lieu thereof, which at any time during the term of this Lease may be
assessed, levied, confirmed, imposed upon, or become due and payable out of or
in respect of, or become a lien on, the Premises or any part thereof or any
appurtenance thereto (all such taxes, assessments, water and sewer rents, rates
and charges, and other governmental charges, or payments-in-lieu thereof, being
hereinafter referred to as "Impositions") provided, however that if, by law, any
Imposition may at the option of the taxpayer be paid in installments (whether or
not interest shall accrue on the unpaid balance of such Imposition), Tenant may
elect to pay the same (and any accrued interest on the unpaid balance of such
Imposition) in installments and, in such event, shall pay such installments as
may become due during the term of this Lease as the same respectively become due
and before any fine, penalty, further interest or cost may be added thereto.
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7.3 Tax Receipts
Tenant will furnish to Landlord, at Landlord's request, official
receipts of the appropriate taxing authority, or other evidence satisfactory to
Landlord, evidencing the payment of all Impositions.
7.4 Right of Tenant to Contest
Tenant shall have the right to contest the amount or validity, in
whole or in part, of any Imposition by appropriate proceedings diligently
conducted in good faith. Upon the termination of any such proceedings, Tenant
shall pay the amount of such Imposition or part thereof as finally determined in
such proceedings, the payment of which may have been deferred during the
prosecution of such proceedings, together with any costs, fees, interest,
penalties or other liabilities in connection therewith.
Tenant shall have the right to seek a reduction in the valuation of
the Premises assessed for tax purposes and to apply for or pursue any exemption
available for the Premises. To the extent to which any tax refund payable as a
result of any proceeding in the nature of certiorari which Tenant may institute,
or payable by reason of compromise or settlement of any such proceedings, may be
based upon a payment made by Tenant, Tenant shall be authorized to collect the
same, subject to Tenant's obligation to promptly reimburse Landlord for any
expenses and fees incurred by Landlord in connection therewith or any
apportionment due to Landlord hereunder.
Landlord shall not be required to join in any proceedings referred
to above unless the provisions of any law, rule or regulation at the time in
effect shall
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require that such proceedings be brought by and/or in the name of Landlord or
any owner of the Premises, in which event Landlord shall join in such
proceedings or permit the same to be brought in its name provided that Landlord
shall not be subjected to any liability for the payment of any costs or expenses
in connection with any such proceedings, and Tenant will indemnify and save
harmless Landlord for any such costs and expenses. Except as otherwise provided
in this Lease, Tenant shall be entitled to any refund of any Imposition and
penalties or interest thereon received by Landlord which have been paid by
Tenant, or which have been paid by Landlord but previously reimbursed in full by
Tenant.
ARTICLE 8
Repairs and Maintenance
8.1 Repairs and Maintenance of the Premises by Tenant
Throughout the term of this Lease, Tenant, at its sole cost and
expense, shall have the right to repair and replace the building and all other
improvements on the Premises. Landlord shall have no obligation under this Lease
to repair and replace the building, equipment, fixtures, heating, air
conditioning, ventilating, plumbing apparatus, sanitary pipes and drains,
waterlines, electric fixtures and related equipment, or other personal property
used in the operation of the Premises. The cost of any repairs or maintenance
undertaken by Tenant during the term hereof shall be borne solely by Tenant.
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8.2 Other obligations
Landlord shall have no obligation to maintain the sidewalks,
driveways and parking areas on the Premises or to keep them free of dirt,
rubbish, snow, and unlawful obstructions.
ARTICLE 9
Changes, Alterations and New Construction by Tenant
9.1 Changes, Alterations and New Construction by Tenant Tenant shall
have the right during the term of this Lease to make, at its sole cost and
expense, changes and alterations in or to any building on the Premises, subject,
however, in all cases to the following:
(a) No change or alteration shall be undertaken by Tenant
until Tenant shall have procured and paid for, so far as the same may be
required from time to time, all permits and authorizations of all municipal
departments and governmental subdivisions having jurisdiction. Landlord shall
join in the application for such permits or authorizations whenever such action
is necessary.
(b) Any change or alteration shall be made in compliance with
all applicable permits and authorizations and building and zoning laws and with
all other applicable laws, ordinances, orders, rules, regulations and
requirements of all federal, state and municipal governments, departments,
commissions, boards and officers, any national or local Board of Fire
Underwriters, or any other body hereafter exercising functions similar to those
of any of the foregoing.
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(c) The cost of any such change or alteration shall be paid by
Tenant.
ARTICLE 10
Damage by Fire
10.1 Restoration of Premises
The parties hereto mutually agree that if the building or other
improvements erected or to be erected upon the Premises are partially or totally
destroyed or damaged by fire or other hazard, the Landlord shall have no
obligation to repair or restore such building or improvements. The Tenant shall
be entitled to repair and restore the Premises provided it bears all costs
associated therewith.
In the event the improvements erected upon the Premises are
completely or partially destroyed or so damaged by fire or other hazard that
they cannot reasonably be used by Tenant or can only be partially used by
Tenant, there shall be no abatement of rent.
ARTICLE 11
Eminent Domain
11.1 Eminent Domain
In the event that the Premises, or any part thereof, shall be taken
by exercise of the right of condemnation or eminent domain or by sale under
threat of condemnation or in lieu thereof (collectively herein referred to as
"Condemnation Proceedings"), Tenant shall be entitled to collect from any
condemnor the entire award that may be made in any such proceeding, subject to
Landlord's rights as set
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forth in this Article 11. Landlord agrees to execute any and all further
documents that may be required in order to facilitate collection by Tenant of
any and all such awards. Landlord further agrees, insofar as it may lawfully do
so, that it will not during the term hereof condemn or attempt to condemn the
Premises or any part thereof.
11.2 Total Taking
If at any time during the term of this Lease title to the whole or
materially all of the Premises shall be taken in Condemnation Proceedings, this
Lease shall terminate and expire on the date of such taking and the fixed rent
provided to be paid by Tenant shall be apportioned and paid to the date of such
taking. In such event, (a) Tenant shall be entitled to receive any apportionment
of any other charges theretofore paid or payable by Tenant hereunder and (b)
Landlord shall be entitled to receive the sum of $10,000 out of the condemnation
award, with Tenant retaining the balance thereof.
11.3 Partial Taking
If title to less than substantially all of the Premises shall be
taken by Condemnation Proceedings, this Lease shall continue without abatement
or reduction in rent payable hereunder. The Tenant may, in its discretion and at
its sole cost and expense, restore the Premises to substantially the same
condition prior to the condemnation using the proceeds of the condemnation
award.
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ARTICLE 12
Bankruptcy and Default Provisions
12.1 Events of Default
Any one or more of the following events shall constitute an "event
of default" under this Lease:
(a) If Tenant shall fail to pay any installment of the fixed
annual rent, or additional rent or any part thereof when the same shall become
due and payable, and such failure shall continue for five (5) days after written
notice from Landlord; or
(b) If Tenant shall fail to pay any other charge required to
be paid by Tenant hereunder, and failure shall continue for fifteen (15) days
after notice thereof from Landlord to Tenant; or
(c) If Tenant shall fail to perform or observe any other
requirement of this Lease and such failure shall continue for thirty (30) days
after notice thereof from Landlord to Tenant.
Upon the happening of any one or more of the aforementioned events
of default, and the expiration of the period of time prescribed in any such
notice of default, Landlord may give Tenant a notice (hereinafter called "notice
of termination") of its intention to end the term of this Lease at the
expiration of ten (10) days from the date of service of such notice of
termination, and at the expiration of such ten (10) days, if the event of
default has not then been cured and if Tenant has not then exercised its option
to purchase under Article 19, this Lease shall wholly
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cease and expire, and Tenant shall then quit and surrender the Premises to
Landlord, but Tenant shall remain liable as hereinafter provided.
12.2 Landlord's Remedies
(a) If this Lease shall be terminated as provided in paragraph
12.1, Landlord or Landlord's agents or employees may immediately or at any time
thereafter re-enter the Premises and remove the Tenant, its agents, employees,
servants, licensees, and any subtenants and other persons, firms or
corporations, and all or any of its or their property, either by summary
dispossess proceedings or by any suitable action or proceeding at law or by
force or otherwise, without being liable to indictment, prosecution or damages
therefor, and repossess and enjoy said Premises, together with all alterations,
additions and improvements thereto.
(b) In case of any such termination, re-entry or dispossess by
summary proceedings or otherwise, the rents and all other charges required to be
paid up to the time of such termination, re-entry or dispossess, shall be paid
by Tenant and Tenant shall also pay to Landlord all expenses which Landlord may
then or thereafter incur for legal expenses, attorneys' fees, brokerage
commissions and all other costs paid or incurred by Landlord for restoring the
Premises to good order and condition and for altering and otherwise preparing
the same for reletting. Landlord may, at any time and from time to time, relet
the Premises, in whole or in part, for any rental then obtainable either in its
own name or as agent of Tenant, for a term or terms which, at Landlord's option,
may be for the remainder of the then current term of this Lease or for any
longer or shorter period.
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(c) If this Lease be terminated, Tenant nevertheless covenants
and agrees, notwithstanding any entry or reentry by Landlord whether by summary
proceedings, termination or otherwise, to pay and be liable for on the days
originally fixed herein for the payment thereof, amounts equal to the several
installments of fixed rent and additional rent as they would, under the terms of
this Lease, become due if this Lease had not been terminated or if Landlord had
not entered or re-entered as aforesaid, and whether the Premises be relet or
remain vacant in whole or in part or for a period less than the remainder of the
term, and for the whole thereof, but in the event the Premises be relet by
Landlord, Tenant shall be entitled to a credit in the net amount of rent
received by Landlord in reletting the Premises after deduction of all expenses
and costs incurred or paid in reletting the Premises and in collecting the rent
in connection therewith.
(d) No failure by Landlord or Tenant to insist upon the strict
performance of any covenant, agreement, term or condition of this Lease or to
exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial rent during the continuance of any such breach, shall
constitute a waiver of any such breach or of such covenant, agreement, term or
condition. No waiver of any breach shall affect or alter this Lease, but each
and every covenant, agreement, term and condition of this Lease shall continue
in full force and effect with respect to any other then existing or subsequent
breach thereof.
(e) In the event of any breach or threatened breach by either
party of any of the covenants, agreements, terms or conditions contained in this
Lease, the other party shall be entitled to enjoin such breach or threatened
breach and
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shall have the right to invoke any right and remedy allowed at law or in equity
or by statute or otherwise.
(f) Each right and remedy of Landlord and Tenant provided for
in this Lease shall be cumulative and shall be in addition to every other right
or remedy provided for in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise.
ARTICLE 13
Mechanic's Liens
13.1 Mechanic's Liens
Tenant agrees to pay when due all sums of money that may become due
for any labor, services, materials, supplies or equipment furnished or to be
furnished to or for Tenant in, upon or about the Premises.
If any mechanic's liens shall be filed against the Premises based
upon any act of Tenant or anyone claiming through Tenant, Tenant shall indemnify
and hold harmless the Landlord therefrom.
ARTICLE 14
Assignments and Transfers of Tenant's Interest
14.1 Assignment
The Tenant may assign or transfer this Lease or sublet the whole or
any part of the Premises without the consent of the Landlord provided that (a)
there shall have been delivered to Landlord an agreement, in recordable form,
executed by Tenant and the proposed assignee, wherein and whereby such assignee
assumes the
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due performance of the obligations on Tenant's part to be performed under this
Lease to the end of the term hereof, and (b) the assignee is authorized to
conduct business in the State of Kentucky.
Upon the assumption by the assignee of due performance of Tenant's
obligations under this Lease, the Tenant shall be relieved of and released from
any further liability or obligation arising under this Lease.
ARTICLE 15
Compliance with Governmental Orders
15.1 Tenant to Comply
Tenant at its own expense shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State and Local Governments and of any and all other departments and
bureaus applicable to the Premises for the correction, prevention and abatement
of all nuisances, violations or other grievances in, upon or connected with the
Premises (herein referred to as "Government Orders") during the term of this
Lease.
ARTICLE 16
Subordination to Mortgages
16.1 Subordination to Mortgages
This Lease and all the rights of the Tenant hereunder are and shall
be automatically subject and subordinate to the lien of any mortgage or
mortgages, which may now or hereafter affect the Premises and to all renewals,
modifications, consolidations, replacements and extensions thereof, provided,
however that (a) such
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mortgage or mortgages shall provide that in any foreclosure proceeding
thereunder and in any sale pursuant to a power contained in such a mortgage and
any sale in such foreclosure proceeding this Lease shall not be cut off nor
Tenant's position hereunder disturbed in or by such foreclosure proceeding,
provided that at the time this Lease shall be in full force and effect and not
in default as to rent or other covenants thereof; or (b) an agreement embodying
such provision shall be entered into by the mortgagee or mortgagees and Tenant
within a reasonable time after the execution and delivery of this Lease.
Notwithstanding the foregoing, Landlord shall not mortgage or otherwise
voluntarily encumber the Premises without the prior written consent of Tenant.
ARTICLE 17
Notices and Certificates
17.1 Notices and Certificates
Any notice, statement, certificate, request or demand required or
permitted to be given in this Lease, unless personally served, shall be in
writing sent by registered or certified mail, postage prepaid, return receipt
requested, addressed, as the case may be, to Landlord at the address shown at
the beginning of this Lease, and to Tenant at the address shown at the beginning
of this Lease, or to such other addresses as Landlord or Tenant shall designate
in the manner herein provided. Such notice, statement, certificate, request or
demand shall be deemed to have been given three days after the date mailed by
certified mail, return receipt requested, postage
20
prepaid, in any post office or branch post office regularly maintained by the
United States Government.
17.2 Certificate by Landlord
Within fifteen days after request by Tenant, Landlord, from time to
time and without charge, shall deliver to Tenant or to a person, firm or
corporation specified by Tenant, a duly executed and acknowledged instrument,
certifying:
(a) that this Lease is unmodified and in full force and
effect, or if there has been any modification, that the same is in full force
and effect, as modified, and stating any such modification; and
(b) whether Landlord knows or does not know, as the case may
be, of any default by Tenant in the performance by Tenant of the terms,
covenants and conditions of this Lease, and specifying the nature of such
defaults, if any.
Such certification shall not estop Landlord from thereafter
asserting any existing default of which Landlord did not have actual knowledge
on the date of execution thereof.
17.3 Certificate by Tenant
Within fifteen days after request by Landlord, Tenant, from time to
time and without charge, shall deliver to Landlord or to a person, firm or
corporation specified by Landlord, a duly executed and acknowledged instrument,
certifying:
(a) that this Lease is unmodified and in full force and
effect, or if there has been any modification, that the same is in full force
and effect, as modified, and stating any such modification; and
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(b) whether or not there are any then existing setoffs or
defenses by Tenant to the enforcement by Landlord of the terms, covenants and
conditions of this Lease and any modification thereof, and if so, specifying
them; and
(c) the dates to which the fixed rent has been paid.
ARTICLE 18
Covenant of Quiet Enjoyment
18.1 Covenant of Quiet Enjoyment
Tenant, subject to the terms and provisions of this Lease, on
payment of the rent and observing, keeping and performing all of the terms and
provisions of this Lease on its part to be observed, kept and performed, shall
lawfully, peaceably and quietly have, hold and enjoy the Premises during the
term hereof without hindrance or ejection by any persons lawfully claiming under
Landlord.
ARTICLE 19
Option to Purchase
19.1 Option to Purchase
The Tenant shall have the option to purchase the Premises from the
Landlord at any time during the initial term and any renewal term of this Lease,
upon at least 60 days' written notice to the Landlord. Such option to purchase
may be exercised by payment of the purchase price of Ten Thousand Dollars
($10,000), which amount shall be paid to the Landlord. Upon exercise by the
Tenant of an option to purchase the Premises as provided herein, this Lease
shall be terminated.
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19.2 Conveyance on Exercise of Option to Purchase
At the closing of any purchase of the Premises pursuant to
Paragraph 19.1 hereof, the Landlord will, upon payment of the purchase price,
deliver a special warranty deed conveying to the Tenant good and marketable
title to the property being purchased, as such property then exists, including
the rights, alleys, ways, waters, privileges, appurtenances and advantages to
the same belonging or appertaining, subject to the following: (i) any liens,
easements and encumbrances to which title to said property was subject when
acquired by the Landlord; (ii) any liens, easements and encumbrances created at
the request of the Tenant or to the creation of suffering of which the Tenant
consented in writing; (iii) any liens and encumbrances resulting from the
failure of the Tenant to perform or observe any of the agreements on its part
contained in this Lease; (iv) any liens for taxes or assessments, if any.
ARTICLE 20
Miscellaneous Provisions
20.1 Holdover
Should the Tenant continue to occupy the Premises after the
expiration or termination of the term hereof, whether with or against the
consent of the Landlord, such tenancy shall be from month-to-month, and such
month-to-month tenancy shall be under all the terms, covenants and conditions of
this Lease.
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20.2 Landlord May Pay Tenant's Obligations
All costs and expenses which Tenant assumes or agrees to pay under
the provisions of this Lease shall at Landlord's election be treated as
additional rent and, in the event of non-payment, Landlord shall have all the
rights and remedies herein provided for in case of non-payment of rent or of a
breach of covenant. If Tenant shall default in making any payment required to be
made by Tenant (other than the payment of rent as provided by Article 3 above)
or shall default in performing any term, covenant or condition of this Lease on
the part of Tenant to be performed which shall involve the expenditure of money
by Tenant, Landlord at Landlord's option may, but shall not be obligated to,
make such payment or, on behalf of Tenant, expend such sum as may be necessary
to perform and fulfill such term, covenant or condition, and any and all sums so
expended by Landlord, with interest thereon at the prime rate of interest as
published in The Wall Street Journal plus 1% per annum from the date of such
expenditure, shall be and be deemed to be additional rent, in addition to the
rent provided in Article 3 above, and shall be repaid by Tenant to Landlord, on
demand. No such payment or expenditure by Landlord shall be deemed a waiver of
Tenant's default nor shall it affect any other remedy of Landlord by reason of
such default.
20.3 Indemnification by Tenant
Tenant does hereby indemnify Landlord and save it harmless from and
against any and all claims, actions, damages, liabilities and expenses in
connection with loss of life, personal injury and/or damage to property arising
from or out of any occurrence in, upon or at the Premises, or the occupancy or
use by Tenant of the
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Premises or any part thereof, or occasioned wholly or in part by any act or
omission of Tenant, its agents, contractors, employees, servants, lessees or
concessionaires. In case Landlord shall, without fault on its part, be made a
party to any litigation commenced by or against Tenant, then Tenant agrees to
protect and hold Landlord harmless and to pay all costs, expenses, and
reasonable attorney's fees incurred or paid by Landlord in connection with such
litigation. Tenant agrees also to pay all costs, expenses and reasonable
attorney's fees that may be incurred or paid by Landlord in connection with such
litigation. Each party agrees also to pay all costs, expenses and reasonable
attorney's fees that may be incurred or paid by the other party in mutually
enforcing the covenants and agreements in this Lease.
20.4 Captions
The captions or legends on this Lease are inserted only for
convenient reference or identification of the particular paragraphs. They are in
no way intended to describe, interpret, define or limit the scope, extent or
intent of this Lease, or any paragraph or provision thereof.
20.5 Tenant Authorized to Do Business in Kentucky
Tenant represents and covenants that it is and throughout the term
of this Lease shall be authorized to do business in the State of Kentucky.
20.6 Memorandum of Lease
Landlord and Tenant agree to record this Lease or a Memorandum of
Lease in accordance with the laws of the State of Kentucky.
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20.7 Law Governing, Effect and Gender
This Lease shall be construed in accordance with the laws of the
State of Kentucky and shall be binding upon the parties hereto and their
respective legal representatives, successors and assigns except as expressly
provided otherwise. Use of the neuter gender shall be deemed to include the
masculine and feminine, as the sense requires.
20.8 Complete Agreement
This Lease contains and embraces the entire Agreement between the
parties hereto and it or any part of it may not be changed, altered, modified,
limited, terminated, or extended orally or by any agreement between the parties
unless such agreement be expressed in writing, signed and acknowledged by the
parties hereto, their legal representatives, successors or assigns, except as
may be expressly otherwise provided herein. This Lease amends and restates the
Lease Agreement dated September 1, 1970 between Landlord and Xxxxxx Incorporated
and later assigned to Tenant, as amended and supplemented.
20.9 Force Majeure
The period of time during which either party is prevented or delayed
in the performance of the making of any improvements or repairs or fulfilling
any obligation other than the payment of rent, additional rent and other charges
required under this Lease due to unavoidable delays caused by fire, catastrophe,
strikes or labor trouble, civil commotion, Acts of God or the public enemy,
governmental prohibitions or regulations or inability to obtain materials by
reason thereof, or other
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causes beyond such party's reasonable control, shall be added to such party's
time for performance thereof, and such party shall have no liability by reason
thereof.
20.10 Environmental Laws
Tenant shall indemnify the Landlord from and against any liability
which may be incurred by reason of a violation of any law, code, rule, or
regulation of any state, county or local governmental entity now or hereafter
enacted relating to the environment.
20.11 Payments to be Net to Landlord. All payments payable by Tenant
to Landlord shall be absolutely net to Landlord. All costs, expenses and
obligations of every kind and nature whatsoever, foreseen or unforeseen,
relating to the Premises which may arise or become due shall be paid by Tenant
and Tenant shall indemnify and save Landlord harmless from and against these
expenses.
IN WITNESS WHEREOF, the parties hereto have executed this Lease
Agreement on the date first above written.
CITY OF PRINCETON, KENTUCKY
By:________________________________
SPECIAL METALS CORPORATION
By:________________________________
