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EXHIBIT 10.20
LEASE BETWEEN PARTNERSHIP LEASING L.L.C.
AND THE COMPANY
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LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") made this 13th day of November, 1996,
between PARTNERSHIP LEASING L.L.C., a Washington limited liability company
("Landlord"), and STUART ENTERTAINMENT, INC., a Delaware corporation
("Tenant").
As parties hereto, Landlord and Tenant agree:
1. LEASE: The following terms as used herein shall have the meanings
provided in this Section 1, unless otherwise specifically modified by
provisions of this Lease:
(a) BUILDINGS. Located on the real property ("Land") described on
Exhibits A-1 ("Building One") and A-2 ("Building Two") (collectively the
"Buildings") attached hereto, located in Snohomish County, State of Washington.
(b) PREMISES. Consisting of the Buildings and the Land.
(c) COMMENCEMENT DATE. November 13, 1996.
(d) EXPIRATION DATE. November 13, 2006.
(e) RENT. $924,000 per annum, payable in twelve equal monthly
installments of $77,000 each.
(f) NOTICE ADDRESSES:
Landlord: Partnership Leasing
0000 Xxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Poll
Tenant: Stuart Entertainment, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Xxxx 00000
Attn: President
(g) EXHIBITS. The following exhibits or riders are made a part of
this Lease:
Exhibit A-1 - Building One Legal Description
Exhibit A-2 - Building Two Legal Description
Exhibit B - Parking Area Legal Description
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2. PREMISES: Landlord does hereby lease to Tenant, and Tenant does hereby
lease from Landlord, upon the terms and conditions herein set forth, the
Premises described in Section 1(b) hereof.
3. COMMENCEMENT AND EXPIRATION DATES: The Commencement Date shall be the
date specified in Section 1(c). The Lease shall expire on the date specified
in Section 1(d).
4. INTENTIONALLY OMITTED
5. RENT: Tenant shall pay without notice the Rent and Additional Rent (as
defined in Section 17(e)) without deduction or offset in lawful money of the
United States in advance on or before the first day of each month at Landlord's
Notice Address set forth in Section l(f) hereof, or to such other party or at
such other place as Landlord may hereafter from time to time designate in
writing. Rent and Additional Rent for any partial month at the beginning or
end of the Lease term shall be prorated in proportion to the number of days in
such month.
6. USES: The Premises are to be used only for general office, warehouse,
storage and manufacturing and other lawful purposes ("Permitted Uses"), and for
no other business or purpose. Tenant shall not knowingly commit any act that
will increase the then existing rate of insurance on the Building without
Landlord's consent. Tenant shall promptly pay upon demand the amount of any
increase in insurance rates caused by any act or acts of Tenant. Tenant shall
not commit or allow to be committed any waste upon the Premises, or any public
or private nuisance or which is unlawful. Tenant shall comply with all laws
relating to its use or occupancy of the Premises. If any applicable statutes,
ordinances, rules, regulations, orders or other requirements of any municipal,
county, state, federal or other governmental agency or authority having
jurisdiction over the Premises in effect at any time during the term
(collectively, "Laws") (i) prohibit Tenant from using the Premises for the
manufacturing, printing and sale of pulltab products and bingo related
products, or (ii) limit or otherwise interfere with Tenant's use of the
Premises for manufacturing and printing of pulltab products and bingo related
products to the extent such use of the Premises becomes commercially
impracticable, the Tenant may elect to terminate this Lease by notice to
Landlord within thirty (30) days after Tenant has learned that such use of the
Premises will be prohibited or commercially impracticable.
7. SERVICES AND UTILITIES:
(a) MAINTENANCE AND UTILITIES. Except for work required as a result
of the Landlord's negligence or intentional acts, and except as provided in
Section 9 below, Tenant shall maintain the Premises in good order and condition
at all times during the term of this Lease. All services and utilities shall
be furnished to the Premises by or at the instance of Tenant and at Tenant's
sole cost and expense.
(b) INTERRUPTION OF SERVICES. Landlord shall not be liable for any
loss, injury or damage to person or property caused by or resulting from any
variation, interruption, or failure
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of such services due to any cause whatsoever, except as a result of Landlord's
negligence or intentional misconduct. No interruption or failure of such
services shall be deemed an eviction of Tenant or relieve Tenant from any of
Tenant's obligations hereunder.
8. COSTS OF OPERATIONS AND REAL ESTATE TAXES:
(a) ADDITIONAL RENT. Tenant shall pay as Additional Rent all
operating costs and taxes associated with the Premises.
(b) DEFINITIONS. For the purposes of this section, "taxes" shall
mean taxes and assessments on real and personal property payable during any
calendar year with respect to the Land, the Buildings and all property of
Tenant or Landlord, real or personal, used in the operation of the Premises,
together with any taxes levied or assessed in addition to or in lieu of any
such taxes or any tax upon leasing of the Premises or the rents collected
(excluding any net income or franchise tax).
"Operating costs" or "costs" shall mean all expenses of maintaining,
operating and repairing the Premises and the personal property used in
connection therewith, including without limitation insurance premiums,
utilities, maintenance, repairs and other expenses of maintaining, operating or
repairing the Premises.
(c) REAL PROPERTY TAXES. Subject to Tenant's right to contest taxes
(defined below), Tenant shall pay prior to delinquency all taxes. Taxes due in
any calendar year a part of which calendar year is included in a period of time
before the Lease term or after the termination or expiration of the Lease term
shall be prorated between Tenant and Landlord. In the event any special
assessment is levied or assessed against the Premises, which special assessment
becomes due and payable during the term of this Lease and which may be legally
paid in installments, Tenant shall pay such special assessments in installments
over the maximum amount of installments as legally allowable. Tenant shall be
liable only for those installments of such special assessments which become due
and payable during the term and Renewal Period (if applicable) of this Lease.
Landlord agrees to execute or join with Tenant in the execution of any
application or other instrument that may be necessary to permit the payment of
such special assessments in installments. Special assessments which may be
paid in installments shall be prorated at the beginning of and the end of the
term (or Renewal Period if applicable) as herein above provided.
(d) PERSONAL PROPERTY TAXES. Tenant shall pay all personal property
taxes with respect to property of Tenant located on the Premises.
(e) CONTEST OF TAXES. Landlord shall promptly deliver to Tenant any
notices received by Landlord of proposed increases in assessed valuation or
other increases in applicable taxes. Tenant at its sole cost and expense may,
after prior written notice to Landlord, by appropriate legal proceedings
conducted in good faith and with due diligence, contest the amount or validity
or application, in whole or in part, of any tax, assessment or lien therefor,
if, and only if:
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(i) Neither the Premises nor any part thereof or interest
therein is or will be in any danger of being sold, forfeited or lost; and
(ii) Tenant shall have furnished such security, if any, as may
be required in the proceedings or as may be reasonably requested by Landlord.
Tenant shall indemnify, protect, defend and hold harmless Landlord and the
Premises from any lien or liability with respect to any such taxes or contest
thereof, including all costs and expenses related thereto.
9. CARE OF PREMISES: Tenant shall perform all maintenance and repairs to
the Premises reasonably necessary to maintain the Premises in good condition
and repair, subject to normal wear and tear, throughout the term of this Lease,
including the roof, exterior walls and foundation; provided, however, that
Landlord shall be responsible for the cost of any major repair or replacement
to the roof, exterior walls or foundation reasonably required during the first
five years of the Lease Term. Except as herein specifically provided, Landlord
shall not be required to maintain or repair any part of the Premises. Tenant
shall take good care of the Premises. Tenant shall not make any material
alterations, additions or improvements ("Alterations") in or to the Premises,
or any material modification to any plumbing or wiring ("Changes") without
first obtaining the written consent of Landlord and, where appropriate, in
accordance with plans and specifications approved by Landlord. For the
purposes hereof, alterations, additions, or improvements that are
non-structural and do not exceed $50,000 per year in cost shall not be deemed
material. Tenant shall reimburse Landlord for any reasonable sums expended for
examination and approval of architectural or mechanical plans and
specifications of the Alterations and Changes and direct costs reasonably
incurred during any inspection or supervision of the Alterations or Changes.
All damages or injury done to the Premises by Tenant or by any persons who may
be in or upon the Premises with the express or implied consent of Tenant shall
be paid for by Tenant. Tenant may, from time to time, change the locks on the
doors to the Buildings without Landlord's consent; provided, however, Tenant
shall deliver to Landlord two sets of keys to such new locks immediately after
the installation of such locks.
Landlord shall join with Tenant at Tenant's expense, in applying for and
securing from any governmental authority having jurisdiction thereof, any
permits or licenses which may be necessary in connection with the making of any
alterations, additions, or repairs and shall, upon request by Tenant, execute
or join in the execution of any application for such licenses and permits,
provided Landlord shall not incur any expense or liability.
Tenant shall cause any mechanic's or materialman's liens arising by
reasons of such work to be promptly paid, bonded or otherwise discharged and
shall indemnify and hold Landlord harmless from any cost or expense occasioned
thereby. Landlord shall be permitted to enter the Premises to post notices of
non-responsibility.
10. ACCESS: Tenant shall permit Landlord and its agents to enter into and
upon the Premises at all reasonable times during normal business hours for the
purpose of inspecting the
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same. Upon reasonable notice, Landlord shall have the right to enter the
Premises for the purpose of showing the Premises to prospective tenants within
the period of twelve (12) months prior to the expiration or sooner termination
of the Lease term.
11. DAMAGE OR DESTRUCTION:
(a) DAMAGE AND REPAIR. If either Building is damaged by fire or any
other cause to such extent that the cost of restoration, as reasonably
estimated by Landlord, will equal or exceed twenty percent (20%) of the
replacement value of such Building (exclusive of foundations) just prior to the
occurrence of the damage, or if insurance proceeds sufficient for restoration
are for any reason unavailable, then Landlord may, no later than the sixtieth
day following the damage, give notice of election to terminate this Lease with
respect to such Building and the portion of the Land upon which it is located.
In the event of such election, this Lease shall be deemed to terminate with
respect to such Building on the thirtieth day after the giving of such notice,
and Tenant shall surrender possession of such Building within a reasonable time
thereafter, and the Rent and Additional Rent shall be apportioned as of the
date of Tenant's surrender. If Landlord does not so elect, or if the cost of
restoration shall amount to less than twenty percent (20%) of said replacement
value of the Building and insurance proceeds sufficient for restoration are
available, Landlord shall restore the Building and the Premises with
improvements substantially comparable in quality and size to the improvements
to the Premises at the commencement of this Lease with reasonable diligence and
promptness, subject to delays beyond Landlord's control and delays in the
making of insurance adjustments. To the extent that the Premises are rendered
untenantable, the Rent shall proportionately xxxxx. If such repairs or
restoration cannot reasonably be accomplished within 180 days, then Tenant may,
by notice in writing to Landlord prior to the commencement of any such repairs
or restoration by Landlord, terminate this Lease (as provided in the second
sentence of this Section 11(a)).
(b) DESTRUCTION DURING LAST YEAR OF TERM. In case either Building
shall be substantially destroyed by fire or other cause at any time during the
last twelve (12) months of the term of this Lease, either Landlord or Tenant
may terminate this Lease with respect to such Building upon written notice to
the other within sixty (60) days of the date of such destruction.
(c) RENT ON PARTIAL TERMINATION. In the event of a termination of
this Lease with respect to one Building under Section 11(a) above, or under
Section 23 (relating to condemnation), then the Rent payable pursuant to
Section l(f) during the initial ten year term of this Lease ("Initial Term")
with respect to the remainder of the Premises shall be $444,000 per annum
($37,000 per month) if the remaining Building is Building One, and $480,000
($40,000 per month) if the remaining Building is Building Two.
(d) TENANT'S RIGHTS UPON PARTIAL TERMINATION. In the event this
Lease is terminated with respect to one Building under Section 11(a) above or
under Section 23 (relating to Condemnation), then within sixty (60) days
following Landlord's notice of election to terminate this Lease pursuant to
Section 11(a) or within sixty (60) days of the notice by either Landlord or
Tenant to terminate with respect to one Building pursuant to Section 23(a),
Tenant
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shall have the right to elect to terminate this Lease with respect to the
remaining Building by notice in writing to Landlord within such sixty (60) day
period, which termination shall be effective upon the date ("Termination Date")
specified in such notice but not earlier than twelve (12) months following the
date of such notice. Tenant shall pay rental with respect to the remaining
Building in accordance with Section 11(c) through the Termination Date.
12. WAIVER OF SUBROGATION: Whether the loss or damage is due to the
negligence of either Landlord or Tenant or any other cause, Landlord and Tenant
each hereby release and relieve the other, its agents or employees, from
responsibility for, and waive its entire claim of recovery for (i) any loss or
damage to its real or personal property located anywhere in the Premises,
including the Buildings, arising out of or incident to the occurrence of any of
the perils which are covered by its property and related insurance policies,
and (ii) any loss resulting from business interruption at the Premises or loss
of rental income from the Building, arising out of or incident to the
occurrence of any of the perils covered by any business interruption or loss of
rental income insurance policy held by it. Each party shall use best efforts
to cause its insurance carriers to consent to the foregoing waiver.
Notwithstanding the foregoing, no such release shall be effective except to the
extent the applicable insurance policy or policies shall expressly permit such
a release or contain a waiver of the carrier's right to be subrogated.
13. INDEMNIFICATION: Tenant shall indemnify and hold Landlord harmless from
and against liabilities, damages, losses, claims and expenses, including
attorneys fees, arising from the use or occupancy of the Premises by Tenant,
any act, omission, or negligence of Tenant or its officers, contractors,
licensees, agents, employees, clients or customers in or about the Buildings or
Premises or arising from, any injury or damage to any person or property,
occurring in or about the Buildings or Premises or arising from any breach or
default under this Lease by Tenant. The foregoing provisions shall not be
construed to make Tenant responsible for loss, damage, liability or expense
resulting from injuries to third parties caused by the negligence of Landlord,
its officers, principals, employees, agents, contractors or representatives.
Landlord shall indemnify and hold Tenant harmless from any activity,
work or thing done by Landlord, its officers, principals, agents, contractors,
representatives or employees, in or about the Premises, and shall indemnify and
hold Tenant harmless from and against any and all claims arising from any
breach or default in the performance of any obligation on Landlord's part to be
performed under the terms of this Lease, or arising from any negligence of
Landlord or any of Landlord's officers, principals, agents, contractors,
representatives, or employees, and from and against all costs, attorneys' fees,
expenses and liabilities incurred in the defense of any such claim or any
action or proceeding brought thereon; and in case any action or proceeding be
brought against Tenant by reason of any such claim, Landlord, upon notice from
Tenant, shall defend the same at Landlord's expense by counsel reasonably
satisfactory to Tenant and Landlord. Nothing contained herein shall make
Landlord responsible for or relieve Tenant from liability for any loss, damage,
liability or expense caused by or arising from any act or omission of Tenant,
its officers, agents, employees or contractors, or from any breach or default
in the
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performance of any obligation on Tenant's part to be performed under this Lease
or any breach of warranty by Tenant.
14. INSURANCE: Tenant shall, throughout the term of this Lease and any
renewal hereof, at its own expense, keep and maintain in full force and effect
the following insurance coverages:
(a) TENANT'S LIABILITY INSURANCE. Commercial general liability
insurance including contractual liability coverage, insuring Tenant's
activities upon, in or about the Premises or the Building against claims of
bodily injury or death or property damage or loss with a limit of not less than
Five Million Dollars ($5,000,000) combined single limit which shall name
Landlord as an additional insured. Such coverage may be achieved by using
umbrella liability insurance otherwise meeting the requirements of this Section
14.
(b) PHYSICAL PROPERTY DAMAGE INSURANCE. Physical damage insurance
covering all real and personal property, located on or in, or constituting a
part of, the Premises, in an amount equal to at least one hundred percent
(100%) of the new replacement cost of such property (or such lesser amount as
Landlord may approve in writing). Such insurance shall (a) be provided on an
"all risk" form of property coverage, and (b) cover explosion of steam and
pressure boilers and similar apparatus located in the Premises (including
earthquake and earth movement coverage as long as the same is readily available
in the commercial insurance market at reasonable rates in relation to the
coverage provided), subject in each case to deductibles no greater than for
similar properties in the vicinity of the Premises. Such insurance shall name
Landlord and the holder of any first mortgage or deed of trust on any portion
of the Premises as loss payees as their respective interests may appear. Such
insurance shall provide for rental interruption coverage for Rents payable
under this Lease to Landlord for at least twelve (12) months following any
insured loss.
(c) INSURANCE POLICY REQUIREMENTS. All insurance policies required
under this Section 14 shall be with companies reasonably approved by Landlord
and each policy shall provide that it is not subject to cancellation or
reduction in coverage except after thirty (30) days' prior written notice to
Landlord. Tenant shall deliver to Landlord upon the Commencement Date and from
time to time thereafter, certificates evidencing the existence and amounts of
all such policies. Policies required hereunder may provide for reasonable
deductible amounts consistent with the insurance carried by prudent property
owners for similar properties in the vicinity of the Premises.
15. ASSIGNMENT AND SUBLETTING:
(a) ASSIGNMENT OR SUBLEASE. Tenant shall not assign, mortgage,
encumber or otherwise transfer this Lease or sublet the whole or any part of
the Premises without in each case first obtaining Landlord's prior written
consent, which consent Landlord shall not unreasonably withhold or delay.
Notwithstanding the foregoing, Tenant may assign this Lease to a majority-owned
subsidiary of Tenant without the consent of Landlord. No such assignment,
subletting or other transfer (with or without the consent of Landlord) shall
relieve Tenant of any
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liability under this Lease. Consent to any such assignment, subletting or
transfer shall not operate as a waiver of the necessity for consent to any
subsequent assignment, subletting or transfer. In connection with each request
for an assignment or subletting, Tenant shall pay $1000 for the cost of
processing such assignment or subletting, including attorneys fees, upon demand
of Landlord. Tenant shall provide Landlord with copies of all assignments,
subleases and assumption instruments.
If Tenant is a corporation or partnership, any transfer of this Lease by
merger, consolidation or liquidation, or any change in the ownership of, or
power to vote, a majority of its outstanding voting stock or partnership
interests shall constitute an assignment for the purpose of this Section 15.
(b) ASSIGNEE OBLIGATIONS. Any assignee of this Lease shall assume in
writing all obligations of Tenant under this Lease and shall be jointly and
severally liable with Tenant for the payment of Rent and performance of all
terms, covenants and conditions of this Lease.
16. LIENS AND INSOLVENCY:
(a) LIENS. Tenant shall keep its interest in this Lease and any
property of Tenant (other than unattached personal property) and the Premises,
the Land and the Buildings free from any liens or other encumbrances arising
out of any work performed or materials ordered or obligations incurred by or on
behalf of Tenant and shall indemnify and hold Landlord harmless from any
liability or loss as a result of any such lien. In the event any lien is filed
against the Buildings, the Land or the Premises by any person claiming by,
through or under Tenant, Tenant shall, upon request of Landlord, at Tenant's
expense immediately either cause such lien to be released of record or furnish
to Landlord a bond in form and amount and issued by a surety reasonably
satisfactory to Landlord, indemnifying Landlord, the Land and the Buildings
against all liability, costs and expenses, including attorneys fees, which
Landlord may incur as a result thereof. Provided that such bond has been
furnished to Landlord, Tenant, at its sole cost and expense and after written
notice no Landlord, may contest, by appropriate proceedings conducted in good
faith and with due diligence, any lien, encumbrance or charge against the
Premises arising from work done or materials provided to or for Tenant, if, and
only if, such proceedings suspend the collection thereof against Landlord and
the Premises and neither the Buildings nor the Land nor any part thereof or
interest therein is or will be at any risk of being sold, forfeited or lost.
(b) INSOLVENCY. If Tenant becomes insolvent or voluntarily or
involuntarily becomes a debtor or alleged debtor in a bankruptcy proceeding, or
if a receiver, assignee or other liquidating officer is appointed for the
business of Tenant, and, in the event of any insolvency petition filed against
Tenant, the same is not dismissed, discontinued or vacated within sixty (60)
days of filing, Landlord at its option may terminate this Lease and Tenant's
right of possession under this Lease and in no event shall this Lease or any
rights or privileges hereunder be an asset of Tenant in any bankruptcy,
insolvency or reorganization proceeding.
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17. DEFAULT:
(a) CUMULATIVE REMEDIES. All rights of Landlord herein enumerated
shall be cumulative, and none shall exclude any other right or remedy allowed
by law. In addition to the other remedies provided in this Lease, Landlord
shall be entitled to restrain by injunction the violation or attempted
violation of any of the covenants, agreements or conditions of this Lease.
(b) TENANT'S RIGHT TO CURE. Tenant shall have a period of five (5)
business days from the date of written notice specifying the nature of such
default from Landlord to Tenant within which to cure any default in the payment
of Rent, Additional Rent or other sums due hereunder. Tenant shall have a
period of thirty (30) days from the date of written notice specifying the
nature of such default from Landlord to Tenant within which to cure any other
default hereunder which is capable of being cured by Tenant; provided, however,
that with respect to any default capable of being cured by Tenant but which
cannot be cured within such thirty (30) day period, the default shall not be
deemed to be uncured if Tenant commences to cure within thirty (30) days and
for so long as Tenant is diligently prosecuting the cure thereof.
(c) LANDLORD'S REENTRY. Subject to Landlord's duty to mitigate
damages under applicable law, upon a default under this Lease by Tenant and
expiration of any applicable cure period, Landlord, at its option, may enter
the Premises or any part thereof, and expel, remove or put out Tenant or any
other persons who may be thereon, together with all personal property found
therein; and Landlord may terminate this Lease, or it may from time to time,
without terminating this Lease, relet the Premises or any part thereof for such
term or terms (which may be for a term less than or extending beyond the term
hereof) and at such rental or rentals and upon such other terms and conditions
as Landlord in its sole discretion may deem advisable, with the right to
repair, remodel and change the Premises, Tenant remaining liable for any
deficiency computed as provided in Section 17(d). In the case of any default,
reentry and/or dispossession by summary proceedings or otherwise, all Rent and
Additional Rent shall become due thereupon and be paid up to the time of such
reentry or dispossession, together with such expenses as Landlord may
reasonably incur for attorneys fees, advertising expenses, brokerage fees
and/or putting the Premises in good order or preparing the same for re-rental,
together with interest thereon as provided in Section 32(f) hereof, accruing
from the date of any such expenditure by Landlord.
(d) RELETTING THE PREMISES. At the option of Landlord, rents
received by Landlord from any reletting shall be applied first to the payment
of any indebtedness from Tenant to Landlord other than Rent and Additional Rent
due hereunder; second, to the payment of reasonable costs and expenses of such
reletting and including, but not limited to, attorneys fees, advertising fees
and brokerage fees, and to the payment of any repairs, remodeling and changes
in the Premises; third, to the payment of Rent and Additional Rent due and to
become due hereunder, and, if after so applying said Rents there is any
deficiency in the Rent or Additional Rent to be paid by Tenant under this
Lease, Tenant shall pay any deficiency to Landlord monthly on the dates
specified herein and any payment made or suits brought to collect the
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amount of the deficiency for any month shall not prejudice in any way the right
of Landlord to collect the deficiency for any subsequent month. Subject to any
applicable duty to mitigate damages, the failure of Landlord to relet the
Premises or any part or parts thereof shall not release or affect Tenant's
liability hereunder, nor shall Landlord be liable for failure to relet, or in
the event of reletting, for failure to collect the Rent thereof, and in no
event shall Tenant be entitled to receive any excess of net Rents collected
over sums payable by Tenant to Landlord hereunder. No such reentry or taking
possession of the Premises shall be construed as an election on Landlord's part
to terminate this Lease unless a written notice of such intention be given to
Tenant. Notwithstanding any such reletting without termination, Landlord may
at any time thereafter elect to terminate this Lease for such previous breach
and default. Should Landlord at any time terminate this Lease by reason of any
default, in addition to any other remedy it may have, it may recover from
Tenant the then present value of the Rent and Additional Rent reserved in this
Lease for the balance of the Term, as it may have been extended, in excess of
the greater of (i) the then fair market rental value of the Premises for the
same period, plus all court costs and reasonable attorneys fees incurred by
Landlord in the collection of the same, or (ii) the amount of Rent being paid
by any new tenant.
(e) NONPAYMENT OF ADDITIONAL RENT. All costs and expenses which
Tenant assumes or agrees to pay to Landlord pursuant to this Lease shall be
deemed "Additional Rent" and, in the event of nonpayment thereof, Landlord
shall have all the rights and remedies herein provided for in case of
nonpayment of Rent.
(f) DEFAULT BY LANDLORD. The failure by Landlord to perform or
observe any provisions of this Lease by Landlord to be performed or observed
shall constitute a default by Landlord if the failure is not cured within
thirty (30) days after written notice thereof has been given by Tenant to
Landlord, and to the holder of any mortgage or deed of trust on the Premises of
whom Tenant has notice pursuant to Section 18, below; provided, however, that
if the nature of Landlord's obligation is such that more than thirty (30) days
are required to cure, then Landlord shall not be in default if Landlord
commences performance within such 30-day period and thereafter diligently
prosecutes the same to completion. Notices given under this Section shall
specify the alleged default and the applicable lease provisions.
(g) TENANT'S REMEDIES. In the event of any such default or breach by
Landlord, then, in addition to any other remedies given Tenant by law or
equity, Tenant may:
(i) Declare the term ended and vacate the Premises and be
relieved from all further obligations under this Lease; or
(ii) Upon notice to Landlord and to the holder of any
mortgage or deed of trust on the Premises of whom Tenant has notice pursuant to
Section 18, below; and without waiving or releasing Landlord from any
obligation under this Lease, make such payment or perform such obligation of
Landlord in such manner and to such extent as Tenant deems desirable. All sums
paid by Tenant and all necessary costs and expenses in connection with the
performance of any such obligation by Tenant, together with interest at the
rate set forth in
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Section 31(f) from the date Tenant makes such expenditure, shall be payable to
Tenant by Landlord on Tenant's written demand therefor; or
(iii) Xxx for injunctive relief, specific performance of this
Lease, and/or damages, as the case may be.
(h) CUMULATIVE REMEDIES. Each party's remedies, as provided for
herein, shall be cumulative, and are not in limitation of any other remedies at
law or in equity or under this Lease.
18. PRIORITY: This Lease shall be subordinate to any first mortgage or deed
of trust now existing or hereafter placed upon the Land, the Buildings or the
Premises or any part thereof and to any and all advances to be made thereunder,
and to interest thereon and all modifications, renewals and replacements or
extensions thereof ("Landlord's Mortgage"); provided, however, that as a
condition to such subordination, the holder of each such Landlord's Mortgage
shall agree in writing not to disturb the possession of Tenant under the terms
of this Lease for as long as Tenant is not in default hereunder beyond any
applicable period to cure. Prior to the commencement of this Lease, Landlord
shall use its best efforts to obtain such agreement from the holders of the
existing Landlord's Mortgages affecting the Premises or any part thereof, which
shall be a condition to closing of the purchase of the assets of the Company
pursuant to that certain Asset Purchase Agreement of which this Lease is an
exhibit, unless waived by the Purchaser thereunder. Upon request, Tenant shall
attorn to the holder of any Landlord's Mortgage or any person or persons
purchasing or otherwise acquiring the Land, Buildings or Premises at any sale
or other proceeding under any Landlord's Mortgage. Agreements hereunder for
subordination, non-disturbance and/or attornment shall be in form customarily
used by commercial lenders in like circumstances. Tenant shall properly
execute, acknowledge and deliver such documents which are required to
effectuate the provisions of this Section 19.
19. SURRENDER OF POSSESSION: Subject to the terms of Section 11 relating to
damage and destruction and Section 23 regarding condemnation, upon expiration
or sooner termination of this Lease, Tenant shall promptly and peacefully
surrender the Premises to Landlord in as good condition as when received by
Tenant from Landlord or as thereafter improved, reasonable use, wear and tear
excepted.
20. REMOVAL OF PROPERTY: Tenant shall remove all of its personal property
and trade fixtures paid for by Tenant which can be removed without damage to
the Premises at the expiration or sooner termination of this Lease, and shall
repair any damage resulting therefrom or shall pay Landlord any damages for
injury to the Premises or Building resulting from such removal (or pay Landlord
the cost of such repair); and all other improvements and additions to the
Premises shall thereupon become the property of Landlord. Landlord hereby
acknowledges that it does not have a lien on any of the fixtures and personal
property now owned or hereafter acquired by Tenant. Landlord hereby waives any
right to any ownership interest, security interest, claim or other encumbrance
in and to the fixtures or personal property now or hereafter existing, by
operation of law or otherwise.
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21. NON-WAIVER: Waiver by Landlord or Tenant of any term, covenant or
condition herein contained or any breach thereof shall not be deemed to be a
waiver of such term, covenant, or condition or of any subsequent breach of the
same or any other term, covenant, or condition herein contained. The
subsequent acceptance of Rent or Additional Rent hereunder by Landlord shall
not be deemed to be a waiver of any preceding breach by Tenant of any term,
covenant or condition of this Lease, other than the failure of Tenant to pay
the particular Rent or Additional Rent so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of acceptance of such Rent or
Additional Rent.
22. HOLDOVER: If Tenant shall, with the written consent of Landlord, hold
over after the expiration of the term of this Lease, such tenancy shall be
deemed a month-to-month tenancy which may be terminated as of the end of any
calendar month or not less than thirty (30) days' prior written notice by either
Landlord or Tenant to the other. During such tenancy, Tenant shall be bound by
all of the terms, covenants and conditions herein so far as applicable, except
rental which shall be the greater of (a) the then market rate for similar space
in the vicinity of the Premises or (b) the Rent and Additional Rent stated
herein.
23. CONDEMNATION:
(a) ENTIRE TAKING. If all or such portions of either Building as may
be required for the reasonable use of such Building is taken by eminent domain,
this Lease shall automatically terminate with respect to such Building as of
the date title vests in the condemning authority. In the event of a taking of
a material part of but less than all of a Building, where the remaining
portions of the Building cannot be economically and effectively used for its
then current purposes (whether on account of physical, economic, aesthetic or
other reasons) or where Landlord determines the Building should be restored in
such a way as to materially alter the Premises, either Landlord or Tenant may
forward a written notice to the other not more than sixty (60) days after the
date of taking of such parties' election to terminate this Lease. The term of
this Lease shall expire with respect to such Building upon such date as
specified in such notice but not earlier than sixty (60) days after the date of
such notice.
(b) PARTIAL TAKING. Subject to the provisions of the preceding
Section 23(a), in case of taking of a part of the Premises or a portion of a
Building not required for the reasonable use of the Premises as reasonably
determined by Tenant, then this Lease shall continue in full force and effect
and the Rent shall be equitably reduced based on the proportion by which the
floor area of the Premises is reduced, such Rent reduction to be effective as
of the date title to such portion vests in the condemning authority.
(c) AWARDS AND DAMAGES. Landlord reserves all rights to damages to
the Premises for any partial, constructive, or entire taking by eminent domain,
and Tenant hereby assigns to Landlord any right Tenant may have to such damages
or award. Tenant shall make no claim against Landlord or the condemning
authority for damages for termination of the leasehold interest or interference
with Tenant's business. Tenant shall have the right, however, to claim and
recover from the condemning authority compensation for any loss to which Tenant
may be
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put for Tenant's moving expenses, business interruption or taking of Tenant's
personal property and leasehold improvements paid for by Tenant (not including
Tenant's leasehold interest) provided that such damages may be claimed only if
they are awarded separately in the eminent domain proceedings and not out of or
as part of the damages recoverable by Landlord.
(d) PARTIAL TERMINATION. In the event this Lease is terminated under
this Section 23 with respect to one Building, then Rent shall be adjusted as
provided in Section 11(c) above, subject to termination by Tenant as provided
in Section 11(d).
24. NOTICES: All notices under this Lease shall be in writing and shall be
(i) delivered in person, (ii) sent by registered or certified mail, postage
prepaid and return receipt requested, (iii) sent by telephone facsimile at the
fax numbers specified below, or (iv) delivered by a reputable courier service
to Landlord or Tenant; at the addresses specified below (and, if to Landlord,
to the holder of any mortgage or deed of trust at such place as such holders
shall specify to Tenant in writing):
To Landlord: Partnership Leasing L.L.C.
0000 Xxxxxxx Xxx
Xxxxxxxx, XX 00000
Attention: Xxxxx Poll and/or
Xxxxxx X. Xxxx
FAX: (000) 000-0000
With a required copy to: Xxxxxx & Firestone LLP
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
FAX: (000) 000-0000
To Tenant: Stuart Entertainment, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, XX 00000
Attention: President
FAX: (000) 000-0000
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With a required copy to: Xxxxx Xxxx
000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
FAX: (000) 000-0000
or to such other address or fax number as either party may specify in a notice
duly given to the other party as provided herein. Such notice shall be deemed
given as of the date so delivered, telegraphed, faxed or mailed
25. COSTS AND ATTORNEYS FEES: If Tenant or Landlord shall bring any
action for any relief against the other, declaratory or otherwise, arising out
of this Lease, including any suit by Landlord for the recovery of Rent,
Additional Rent or other payments hereunder or possession of the Premises, each
party shall, and hereby does, to the extent permitted by law, waive trial by
jury and the losing party shall pay the prevailing party a reasonable sum for
attorneys fees in such suit, at trial and on appeal, and in any bankruptcy
proceeding, and such attorneys fees shall be deemed to have accrued on the
filing of such action with the applicable court with jurisdiction over such
matter.
26. LANDLORD'S CONSENT: Except as specified in other provisions of this
Lease, whenever Landlord's consent or approval is required under the terms
hereof, such consent or approval shall not be unreasonably withheld or delayed.
27. ESTOPPEL CERTIFICATES: Tenant shall, from time to time, upon written
request of Landlord, execute, acknowledge and deliver to Landlord or its
designee a written statement certifying to the extent true: That, as of the
date of such certification, this Lease is in full force and effect; that there
are no claims, defenses or off-sets which the Tenant has against the
enforcement of this Lease; that no Rent has been paid more than one month in
advance; and such other matters as Landlord may reasonably request. Any such
statement delivered pursuant to this paragraph may be relied upon by a
prospective purchaser of Landlord's interest or holder of any mortgage upon
Landlord's interest in the Premises. If Tenant shall fail to respond within
ten (10) days of receipt by Tenant of a written request by Landlord as herein
provided, Tenant shall be deemed to have given such certificate as above
provided without modification and shall be deemed to have certified that this
Lease is in full force and effect, that there are no uncured defaults in
Landlord's performance, and that not more than one month's Rent has been paid
in advance as of such date.
28. TRANSFER OF LANDLORD'S INTEREST: In the event of any transfers of
Landlord's interest in the Premises, other than a transfer for security
purposes only, provided that the transferee shall assume all the obligations of
Landlord upon all the terms and conditions of this Lease arising from and after
the date of such transfer, the transferor shall be automatically relieved of
any and all obligations and liabilities on the part of Landlord accruing
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from and after the date of such transfer and such transferee shall have no
obligation or liability with respect to any matter occurring or arising prior
to the date of such transfer. Tenant agrees to attorn to the transferee upon
receipt of a document evidencing such assumption and assignment.
29. RIGHT TO PERFORM: If Tenant shall fail to pay any sum of money
required to be paid by it hereunder or shall fail to perform any other act on
its part to be performed hereunder, and such failure shall continue for ten
(10) days after notice thereof by Landlord, (or thirty (30) days in the event
of a non-monetary default involving no substantial risk of loss or damage
within such thirty (30) days), Landlord may, but shall not be obligated so to
do, and without waiving or releasing Tenant from any obligations of Tenant,
make such payment or perform any such other act on Tenant's part to be made or
performed as provided in this Lease. Landlord shall have (in addition to any
other right or remedy of Landlord) the same rights and remedies in the event of
the nonpayment of sums due under this Section 29 as in the case of default by
Tenant in the payment of Rent.
30. QUIET ENJOYMENT: Tenant shall have the right to the peaceable and
quiet use and enjoyment of the Premises subject to the provisions of this
Lease, as long as Tenant is not in default hereunder beyond applicable periods
to cure.
31. GENERAL:
(a) HEADINGS. Titles to sections of this Lease are not a part of
this Lease and shall have no effect upon the construction or interpretation of
any part hereof.
(b) HEIRS AND ASSIGNS. All of the covenants, agreements, terms
and conditions contained in this Lease shall inure to and be binding upon the
Landlord and Tenant and their respective heirs, executors, administrators,
successors and assigns.
(c) NO BROKERS. Each of Landlord and Tenant represents and
warrants to the other that it has not engaged any broker, finder or other
person who would be entitled to any commission or fees in respect of the
negotiation, execution or delivery of this Lease and shall indemnify and hold
harmless the other party against any loss, cost, liability or expense incurred
by the other party as a result of any claim asserted by any such broker, finder
or other person on the basis of any arrangements or agreements made or alleged
to have been made by or on behalf of it.
(d) ENTIRE AGREEMENT. This Lease contains all covenants and
agreements between Landlord and Tenant relating in any manner to the leasing,
use and occupancy of the Premises, to Tenant's use of the Premises and other
matters set forth in this Lease. No prior agreements or understanding
pertaining to the same shall be valid or of any force or effect and the
covenants and agreements of this Lease shall not be altered, modified or added
to except in writing signed by Landlord and Tenant.
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(e) SEVERABILITY. Any provision of this Lease which shall prove
to be invalid, void or illegal shall in no way affect, impair or invalidate any
other provision hereof and the remaining provisions hereof shall nevertheless
remain in full force and effect.
(f) OVERDUE PAYMENTS. In the event any Rent, Additional Rent or
other sums payable by Tenant under this Lease are not paid within ten (10) days
after the due date thereof, Tenant shall pay to Landlord the greater of (i)
interest on the overdue amount at a rate equal to three percentage points above
the prime rate of interest published or announced from time to time by U.S.
Bank Washington or its successor, or, in the absence of an established prime
rate, five percentage points over that bank's rate for one year certificates of
deposit, but not in excess of the highest lawful rate permitted under
applicable laws, calculated from the original due date thereof to the date of
payment; or (ii) a late payment fee equal to five percent (5%) of the overdue
amount to compensate Landlord for the administrative and collection costs
incident thereto.
(g) FORCE MAJEURE. Except for the payment of Rent, Additional
Rent or other sums payable by Tenant, time periods for Tenant's or Landlord's
performance under any provisions of this Lease shall be extended for periods of
time during which Tenant's or Landlord's performance is prevented due to
circumstances beyond Tenant's or Landlord's reasonable control.
(h) GOVERNING LAW. This Lease shall be governed by and construed
in accordance with the laws of the state of Washington.
(i) MEMORANDUM OF LEASE. Upon request of either Landlord or
Tenant, the parties shall execute, acknowledge and record a memorandum of this
Lease in the form adequate to give notice of the terms hereof.
32. OPTION TO RENEW: Provided that Tenant is not then in default under
this Lease beyond applicable periods to cure, Tenant shall have the right to
renew the term of this Lease at the expiration of the Initial Term for one
additional period of ten (10) years ("Renewal Period") by giving notice in
writing to Landlord not less than twelve (12) months prior to the expiration of
the Initial Term. If notice is not so given then this right to renew shall
expire. Tenant's occupancy during the Renewal Period shall be upon all the
terms and conditions provided in this Lease but at a rental rate as hereinafter
described and with no further rights to renew. During the Renewal Period, the
annual rental payable pursuant to Section l(e) of this Lease shall equal the
then fair market rental value of the Premises at the commencement of the
Renewal Period. If the parties are unable to agree upon the fair market rental
value of the Premises within six (6) months prior to the date upon which the
Renewal Period is to commence, then such value shall be established by
appraisal of a qualified mutually agreeable appraiser (who shall be an MAI of
the American Institute of Real Estate Appraisers or equivalent) or, in the
event Landlord and Tenant are unable to agree upon an appraiser within six (6)
months prior to the expiration of the Initial Term, then such appraiser shall
be appointed by the presiding judge of the Superior Court of Snohomish County,
State of Washington. The
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appraiser so chosen shall have at least five years' experience with commercial
real estate values in the Lynnwood area of Snohomish County, Washington and
shall not have been employed by any party hereto or affiliate within the
preceding five (5) years. The terms of such appraisal shall require that the
decision of the appraiser shall be delivered to the parties not later than one
month prior to the expiration of the Initial Term. The costs of the appraisal
shall be borne equally by Landlord and Tenant. The determination of the
appraiser shall be binding upon the parties hereto.
33. RIGHT OF FIRST OFFER: As long as there does not exist an event of
default under this Lease beyond the applicable periods to cure, during the term
of this Lease Tenant shall have the right of first offer to purchase the
Premises or any portion of the Premises as set forth in this Section 33. If
Landlord shall elect to sell its interest in the Premises or any portion
thereof:
(a) NOTICE. Landlord shall promptly deliver to Tenant a notice of
such election to sell together with a statement of the terms and conditions
upon which Landlord is willing to sell its interest in the Premises or any
portion thereof and Tenant may, within ninety (90) days after receipt thereof,
offer to purchase the Premises or any portion thereof on the same terms as
those set forth in such notice.
If Tenant fails to reply to Landlord's notice within the stipulated
ninety (90) day period, Landlord may proceed with its election to sell in
accordance with the terms set forth in the notice to Tenant.
(b) MODIFIED TERMS. Tenant's right of first offer shall remain
applicable upon the terms and conditions of Section 33(a) hereof to an election
to sell on modified terms if the purchase price under the election to sell on
modified terms is less than ninety-five percent (95%) of the present value of
the monetary consideration set forth in the original election to sell or if the
non-monetary provisions are materially more favorable to the purchaser than
those set forth in the notice to Tenant. If Landlord shall sell the Premises
or any portion thereof after failure of Tenant to exercise its right of first
offer, such sale shall be subject to this Lease provided, however, that this
right of first offer shall terminate and shall not be applicable to any
subsequent election to sell the Premises or such portion of the Premises.
If the Premises or any portion of the Premises shall be conveyed to
the Tenant under this right of first offer, any prepaid rent shall be
apportioned and applied on account of the Purchase Price.
(c) CONDITIONS ON SALE. If by the Tenant's reply to such notice
Tenant shall agree to meet the election to sell, then Landlord and Tenant shall
promptly enter into a formal contract for the purchase and sale of Landlord's
interest in the Premises (or portion thereof) on the terms and conditions
contained in such notice and in accordance with the terms hereof.
34. PARKING AREA: Attached as Exhibit B is the legal description of
certain real property ("Parking Area") adjacent to Building Two, which is
currently owned by Landlord and
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used by Tenant for parking for employees, customers and others. Such Parking
Area shall be leased by Landlord to Tenant hereunder during the term of this
Lease upon all the terms and conditions of this Lease insofar as applicable,
specifically including indemnification and public liability insurance
provisions and specifically excluding the right of first offer contained in
Section 33 hereof. So long as the Parking Area is subject to this Lease,
Tenant shall pay any utility charges related to such use. The Parking Area
shall be excluded from this Lease (i) upon at least 90 days' prior written
notice by Landlord to Tenant of Landlord's election to terminate this Lease as
to the Parking Area; (ii) upon effective date of any order of any governmental
agency having jurisdiction thereof prohibiting the use of the Parking Area for
parking by Tenant; or (iii) upon sale or commencement of development of the
Parking Area by Landlord.
IN WITNESS WHEREOF this Lease has been executed as of the day and year
first above set forth.
LANDLORD: PARTNERSHIP LEASING L.L.C., a Washington
limited liability company
By:
-------------------------------
Xxxxx Poll, Member and Manager
By:
-------------------------------
Xxxxxx X. Xxxx, Member and
Manager
TENANT: STUART ENTERTAINMENT, INC., a Delaware
corporation
By:
-------------------------------
Xxxxxx X. Xxxxxx, Vice Chairman
and Chief Executive Officer
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that I know or have satisfactory evidence that
Xxxxxx X. Xxxx as attorney-in-fact for Xxxxx Poll is the person who appeared
before me, and said person acknowledged that he signed this Instrument, on oath
stated that he was authorized to execute the instrument on behalf of Xxxxx
Poll as a member of PARTNERSHIP LEASING L.L.C., a limited liability company,
to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
WITNESS my hand and official seal this the ____ day of __________,
19__.
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY than I know or have satisfactory evidence that
Xxxxxx X. Xxxx is the person who appeared before me, and said person
acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledged it as a Manager of
PARTNERSHIP LEASING L.L.C., a limited liability company, to be the free and
voluntary act of such party for the uses and purposes mentioned in the
instrument.
WITNESS my hand and official seal this the ____ day of __________,
19__.
-------------------------------------
Printed Name:
------------------------
Notary public in and for the state of
Washington, residing at
--------------
-------------------------------------
My appointment expires:
--------------
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STATE OF )
) ss.
COUNTY OF )
THIS IS TO CERTIFY that I know or have satisfactory evidence that
____________________ is the person who appeared before me, and said person
acknowledged that (he/she) signed this instrument, on oath stated that (he/she)
was authorized to execute the instrument and acknowledged it as the
____________________ of STUART ENTERTAINMENT, INC., a Delaware corporation to
be the free and voluntary act of such corporation for the uses and purposes
mentioned in the instrument.
WITNESS my hand and official seal this the ____ day of __________,
19__.
-------------------------------------
Printed Name:
------------------------
Notary public in and for the state of
Washington, residing at
--------------
-------------------------------------
My appointment expires:
--------------
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EXHIBIT A-1
Building One
That portion of Xxxx 0 xxx 0, Xxxxx 0, Xxxxxxxxx Xxxxx No. 7, according
to the plat thereof recorded in Volume 9 of Plats, pages 100, 101 and 102,
records of Snohomish County, Washington, lying easterly of State Highway No. 1,
and more particularly described as follows: Beginning at the Southeast corner
of said lot 9; thence North, along the east line of said lot 9, a distance of
10.24 feet to an intersection with the northerly margin of Lincoln Way as
conveyed to Snohomish County by deed recorded under Auditor's File No.
7707110245, records of said county; thence S 77 degrees 31'00" E, along said
Northerly road margin, a distance of 169,000 feet to the East line of the West
165.00 feet in width of said lot 8, thence due North, along said East line, a
distance of 634.84 feet to the North line of said Lot 8; thence xxx Xxxx, along
said north line and along the north line of said Lot 9, a total distance of
228.19 feet to the southeasterly margin of State Highway No. 1; thence S 32
degrees 55'00" W, along said highway margin a distance of 243.04 feet; thence S
57 degrees 05'00" E, a distance of 144.56 feet; thence South, a distance of
309.61 feet to an intersection with the south line of said Lot 9; thence S 77
degrees 31'00" E, along said south line, a distance of 75.70 feet to the point
of beginning.
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EXHIBIT A-2
Building Two
That Portion of Xxx 0, Xxxxx 00, Xxxxxxxxx Xxxxx Xx. 0 as per plat recorded in
volume 9 of plats, 100-101, records of Snohomish County, Washington.
Described as follows:
Beginning at the Northwest corner of said Lot 1;
Thence, South along the West line of said Lot 478.07 feet to the Southwest
corner of said lot;
Thence, East along the South line of said Lot 243.76 feet; Thence, North 434.34
feet to a point in the Northerly line of said Lot 1, being also the Southerly
margin of Lincoln Way as established to 40.00 in width;
Thence, N 77 degrees 31'00" West along said margin 249.66 feet to the point of
beginning.
Except therefrom the Northerly 10.00 feet to be deeded to Snohomish County for
additional road right of way,
(Also known as Parcel 1 & 2 of short plat (6-82) recorded under Auditor's No.
8301110221)
Subject to the following:
Right to the Public to make necessary slopes for cuts or fills upon the
property;
Right to continue to drain said roads and ways over and across any lot, or lots
where water might take a natural course; Short plat including terms and
conditions as filed under no. 8301110221.
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EXHIBIT B
Parking Area
That portion of Xxx 0 xxx 00, Xxxxx 0, Xxxxxxxxx Xxxxx No. 7, according to the
plat thereof recorded in Volume 9 of Plats, pages 100, 101 and 102, records of
Snohomish County, Washington, lying easterly of State Highway No. 1, and more
particularly described as follows: Beginning at the southeast corner of said
Lot 9; then N 77 degrees 31'00" W, along the south line of said Lot 9, a
distance of 75.70 feet to the True Point of Beginning of the parcel herein
described; thence North, a distance of 309.61 feet; then N 57 degrees 05'00" W,
a distance of 144.56 feet to an intersection with the southeasterly margin of
State Highway No. 1; thence S 32 degrees 55'00" W, along said southeasterly
margin, a distance of 376.45 feet to an intersection with the south line of
said Lot 10; thence S 77 degrees 31'00" E, along the south line of said Lot 10
and 9, a distance of 333.81 feet to the True Point of Beginning.
Containing 77,665 square feet.
