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STATE OF GEORGIA EXHIBIT 10.15.1
COUNTY OF XXXXXXXX
THIS lease made this 1st day of February 1998, between the Development
Authority of Xxxxxxxx County, hereinafter sometimes referred to as "Authority"
or "Lessor" and L.A. T Sportswear, Inc. hereinafter sometimes called "Lessee."
REPRESENTATIONS
The Authority is a public body corporate and politic created pursuant
to the laws of the State of Georgia. The Authority has been duly activated as
required by law and its directors have been duly appointed and are currently,
acting in that capacity. The Authority has been created to promote the public
good and general welfare, trade, commerce and industry and employment
opportunities of Xxxxxxxx County, Georgia.
Anything herein to the contrary notwithstanding any obligation the
Authority may herein incur for the payment of money will not be a general debt
on its part but shall be payable solely from proceeds derived from this lease
and any other revenues deriving out of in connection with the ownership of the
leased property.
DESCRIPTION OF PROPERTY
Lessor leases to Lessee the property described in Exhibit "A" together
with all improvements thereon.
TERM
The term of this lease will be for sixty (60) months commencing
February 1, 1998, and terminating on January 31, 2003, at 12:00 Noon unless
sooner terminated under the provisions of the lease.
In addition the Lessee will have the exclusive option to renew this
lease for one consecutive 60 month period and one 24 month period. In order to
exercise these renewal options Lessee must notify Lessor in writing no later
than 60 days prior to the end of the initial lease term and no later than 60
days prior to the end of the applicable renewal terms.
RENT
The monthly lease payments will be set for 12 months at a time and will
be determined by the monthly note payments made by the Authority to the United
Bank of Xxxxxx on purchase of subject property. This note is a 144 month note
for $152,020.75 with an initial rate of 6.25 percent. This note is a variable
rate note and the interest rate will be the prime rate as set by the Wall Street
Journal and will be adjusted accordingly.
The rent for this lease for the initial 12 months term will be
$2,466.51 per month payable in advance on the first day of each month beginning
February 1, 1998, and ending January 31, 2003. The monthly rental payments for
the remaining 48 months and all renewal periods shall be determined as described
above.
Lessees shall pay a late charge of 5% of the monthly payment for any
monthly payment received by Lessor more than ten (10) days after due date.
Lessees shall pay these monthly rental payments by paying the Lessor's
note at the United Bank of Xxxxxx according to its terms.
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CONDITIONS OF PREMISES
The Lessee has examined and knows the conditions of the demised
premises and receives the premises in the present condition.
REPAIRS
Lessees shall keep the premises in good condition and repair all
damages to the premises. Lessors may enter the premises at any and all
reasonable hours to inspect the premises to insure that all necessary repairs
and maintenance functions are being performed or to make repairs.
ALTERATIONS AND MODIFICATIONS
Lessee is hereby authorized to make alterations and modifications not
amounting to structural changes in the premises but shall obtain the written
approval of Lessor prior to making any alterations or modifications to the
premises which require structural changes. All alterations or modifications
shall become part of the premises and title thereto shall vest in the Lessor.
All alterations and modifications undertaken by Lessee shall be performed and
completed in a good and workmanlike manner.
RESTRICTIONS ON USE
Lessees shall not use the demised premises for any unlawful or immoral
purpose nor shall Lessee conduct any activity on the premises that will increase
the danger from fire or the rate of insurance thereon. Lessees shall use
premises for textile manufacturing, sales, shipping, and related uses. Lessor
covenants and agrees that there are no restrictions upon the demised premises
which would prohibit such uses.
ASSIGNMENT AND SUBLEASE:
Lessees shall not have the right to assign its rights and duties under
this lease or sublease the premises or any part thereof without the prior
written consent of Lessor.
NOTICES
Any notices required or convenient to the carrying out of this
agreement will be sent by First Class Mail to the following addresses:
Lessor:
Xx. Xxxxxxx Xxxxxxxxx
Development Authority of Xxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxx, Xxxxxxx 00000
Lessee:
L.A. T Sportswear, Inc.
Xxxxxx Xxxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxx, Xxxxxxx 00000
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UTILITIES
Lessees shall arrange for and bear the cost of all utility services
furnished to the premises during the lease term.
TAXES
Any taxes due on the leasehold estate or personally located on the
premises shall be the sole responsibility of the Lessee who shall pay any such
taxes on time and in accordance with applicable law.
DEFAULT
A. Events of Default:
Lessee covenants and agrees with Lessor that anyone or more of the
following events shall be considered events of default:
(1) Lessees shall fail to make any monthly payment of rent when it
becomes due under the terms of the lease, and such failure to pay shall continue
for a period of 10 days after due date.
(2) Lessees shall default in any of the other covenants and
agreements herein contained and such default shall continue for 30 days after
notice thereof in writing has been received by Lessee. Provided, however, that
Lessee shall be given a reasonable time within which to perform any such other
covenant or agreement herein contained, if after diligent effort by Lessee, the
same cannot be performed within said 30 day period.
B. Effect of Default:
Upon the occurrence of any Event of Default, Lessor may pursue any of
the following remedies:
(1) Lessors may declare the term of the Lease ended and may
re-enter the premises. Re-entry shall not be deemed to work a forfeiture of any
rights which Lessor has under this Lease Agreement. The Lessor may require the
Lessee to remove all personal property from the premises.
Upon termination of the lease for default, the entire balance
of rent payments due under this lease with all accrued charges, shall, at the
option of the lessor and its assignees and without notice to the undersigned
become immediately due and payable and may be collected (together with
reasonable attorneys fees) forthwith, time being the essence of this contract.
(2) The Lessor may with or without terminating this lease and
without notice to tenant, enter upon the premises or any part thereof, take
exclusive possession of same and re-let the premises, without advertisement, by
private negotiations, and for any term and rent rate which Lessor in its sole
discretion determines. Lessees shall be liable to Lessor for the deficiency, if
any, between all rent and other amounts due hereunder for the entire term hereof
and the rental paid by any new tenants applicable to the remaining term hereof
(or any part thereof) and for all Lessor's costs and expenses, including
reasonable attorneys, fees in connection with the re-letting. Upon each such
re-letting, all rent received by Lessor from such re-letting shall be applied or
attributed first to the payment of any indebtedness other than rent due
hereunder from Lessee to Lessor; secondly to the payment of any costs and
expenses of such re-letting, including reasonable attorneys I fees; and thirdly,
to the payment of rent due and unpaid hereunder; and the residue, if any, shall
be paid to Lessee. If, during any year hereunder, the net amount of re-letting
rent received and attributable to rent due from Lessee hereunder shall be less
than the total amount of the rent required to be paid by Lessee during that
year, then lessee shall pay any such deficiency to
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Lessor, such deficiency to be calculated and paid annually. No such re-entry or
taking of possession of said premises by Lessor shall be construed as an
election on its part to terminate this Lease unless a written notice expressing
such intention is given to Lessee; or unless the termination thereof is decreed
by a court of competent jurisdiction.
SURRENDER AND HOLDING OVER
Lessees shall surrender the premises to Lessor on expiration of this
lease or termination of the lease as provided for herein. At the time of
surrender, the premises shall be in the same condition as when received, normal
wear and tear excepted. Except as is provided in Section entitled Option to
Purchase herein, Lessee shall not make any claim in the demised premises against
the interest of Lessor, and if Lessee holds the premises after termination of
the lease, a tenancy from month to month shall be created thereby at a rental of
$3300 per month, and the acceptance of the rental by Lessor will not extend the
term of this lease in any manner.
DAMAGE OR DESTRUCTION OF PREMISES
The Lessee shall carry and maintain hazard insurance, with extended
coverage, at Lessee's expense, to cover loss by fire or other peril of the
leased premises at least in the amount of $290, 000. Lessor and Lessee shall
both be named as insureds and loss payees under such policy of insurance and to
the extent of their respective insurable interests hereunder. Lessee shall be
under a continuing obligation to furnish Lessor with a current copy of said
policy. Should the leased premises be damaged by fire or other casualty and
further should Lessee exercise his option to purchase as hereinafter stated, the
first $290,000.00 or so much thereof as may be necessary, of insurance proceeds
shall be applied to pay, in full the purchase money indebtedness of Lessor
Authority in favor of United Bank of Xxxxxx, plus all interest due to the date
of payment. The remaining insurance proceeds, hereunder, shall be and remain the
property of Lessee. Should the building which forms a part of the leased
premises be damaged by fire or other casualty and Lessee not exercise his option
to purchase, as hereinafter stated, then the first $290,000. Of insurance
proceeds, or so much thereof as may be necessary, shall be payable to Lessor.
Such amount shall thereafter be used by Lessor to restore and reconstruct the
building constituting a portion of the leased premises, and these insurance
proceeds shall belong to and be the property of the Lessor Authority. To the
extent that any such proceeds are not so used they shall be applied as follows:
1. To pay the purchase money note and the indebtedness
represented thereby of Lessor Authority to and in favor of United Bank of Xxxxxx
plus all interest due to the date of payment, and being that indebtedness
secured by the demised premises by Deed to Secure Debt, mortgage or other
security instrument.
2. To pay the balance of all sums due Lessor Authority under this
Agreement.
3. Any and all insurance proceeds remaining after applying 1 and
2 shall be the property of Lessee.
B. Subject to the terms and provisions of the option to purchase in favor
of Lessee, as hereinafter stated, either party may terminate this lease by
giving notice to the other party at any time within thirty (30) days after the
occurrence of any damage or destruction to the premises, if damage or
destruction:
1. Renders more than fifty (50) percent of the premises
untenantable and if the damage or destruction cannot be repaired so that it is
tenantable within 120 days of the occurrence of the damage or destruction or,
C. In the event of damage or destruction Lessor shall have no obligation
to repair or restore any part of the premises or any improvements in the
premises except those which were in place and installed immediately before the
term of this lease commenced and those which were built or installed thereafter
at Lessor's expense and then only to the extent there is insurance for that
purpose. If applicable, and subject to the provisions herein stated for
termination and Lessee's option to purchase, Lessee shall repair, restore or
replace all other parts of the premises and all other improvements to the
premises, including those originally installed by Lessee at Lessee's expense.
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NON-LIABILITY OF LESSOR FOR DAMAGES
Lessors shall not be liable for liability or damage claims for injury
to persons or property from any cause relating to the occupancy of the premises
by Lessee, including those arising out of damages or injuries occurring on the
sidewalks and other areas adjacent to the leased premises during the term of
this lease or any extension thereof. Lessees shall indemnify Lessor from all
liability, loss, or other damage claims or obligations arising from or relating
to the occupancy of the premises by Lessee or his successors and assigns.
Lessees shall maintain a minimum of $250,000. Liability insurance for the entire
lease term and shall show Authority as a named insured.
OPTION TO PURCHASE
Lessors grants to Lessee the option to purchase the premises at any
time during the life of this lease (including the two renewal periods) for a
purchase price which shall equal the then principal balance on the Lessor Is
purchase money note at the United Bank of Xxxxxx plus all interest due to-date
of exercise of said option. Lessors shall convey the premises by warranty deed,
free and clear of all liens and encumbrances, except those that Lessee may have
created or suffered. on delivery of the above described deed this Lease shall
become void. The Lessee's right to exercise this option is made expressly
conditioned upon the following:
That Lessee has paid all sums due Lessor under this Lease Agreement so
that Lessee is current in all Lessee's obligations under the Lease and
no other sums are due Lessor under this Lease.
This option shall be valid for a period of thirty (30) days from the
last day of the lease term, (including the renewal periods, if applicable), and
thereafter shall be null and void.
Lessees shall pay all costs of title transfer.
IN WITNESS WHEREOF, the parties have hereunto executed this lease the day and
year above written.
Development Authority of Xxxxxxxx
County on behalf of
XXXXXXXX BUSINESS DEVELOPMENT CENTER
Landlord
Signed, sealed and
delivered in the presence BY: /s/ Xxxxxxx Xxxxxxxxx, Chairman
of: -----------------------------------
AS its CHAIRMAN
/s/ Xxxxxxx Xxxxxxx ATTEST: /s/ Xxxxxx Xxxxxxx, Secretary
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Witness As its SECRETARY
/s/ Xxxxxx Xxxxx
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Notary Public
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L.A. T Sportswear, Inc.
Signed, sealed and
delivered in the presence BY: /s/ J. Xxxxx Xxxxxx, President
of: ------------------------------
Title
Witness: /s/ Xxxxx Xxxxx ATTEST: /s/ Xxxx Xxxxxxxxx, CFO
--------------------- --------------------------
Title
/s/ Xxxx Xxxxxx
-----------------------------
Notary Public
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EXHIBIT A
All that tract or parcel of land lying and being in the City of Xxxxxxx,
Xxxxxxxx County, Georgia, and in Land Xxx 00 xx xxx Xxxxxx Xxxx Xxxxxxxx xx xxxx
Xxxxx xxx Xxxxxx and more particularly described by a survey by X. X. Xxxxxxx,
Xxxxxxxx County Surveyor dated May 30, 1978, and entitled "A Survey For Xxxxxxxx
County Board of Commissioners" as follows:
BEGIN at a point marked by an iron pin located at the intersection of the
southerly right of way line of U.S. Highway 80 and the easterly right of way
line of Industrial Park Road and from this intersection proceed South 83 12"
East a distance of 529.0 feet along the southerly right of way line of U.S.
Highway 80 to a point marked by an iron post; thence proceed South 1 15" West a
distance of 411.57 feet to a point marked by an iron post; thence proceed North
83 26' West a distance of 526.2 feet to a point marked by an iron pin which is
located on the easterly right of way line of said industrial Park Road; thence
proceed North 00 53"East along the easterly right of way line of said Industrial
Park Road a distance of 414.07 feet to the place or point of beginning.
Located on this property is a commercial or industrial building.
Plat of this property is recorded in Plat Book 5, Page 70, Clerk's Office,
Xxxxxxxx Superior Court. Reference is hereby made to this plat for a more
complete description of this tract containing 5 acres according to said plat.
