1
EXHIBIT 10.2
LEASE
By this agreement, made and entered into on March 8, 2000, between
Central Paper Stock, Inc., a Missouri corporation (Lessor), and L.A.T.
Sportswear, Inc., a Georgia corporation, d/b/a Full Line Distributors (Lessee),
Lessor leases to Lessee real property situated in St. Louis County, Missouri
and described as the 44,190 square feet of space at the north end of the
building known as and numbered 0000 Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx (the
Demised Premises).
1. Term. The term of this lease shall be from April 1, 2000 through
March 31, 2003.
If Lessor and Lessee agree that Lessee may remain in possession of the
Demised Premises after the end of the lease term, Lessee's tenancy will be from
month to month at a monthly rent in excess of the rent provided in paragraph 2
by the percentage increase, if any, in the Consumer Price Index published by
the United States Department of Labor, All Urban Consumers, St. Louis, All
Items Index (or the similar successor index, if applicable) from April 1, 2000
to the first day of each such month, unless Lessor and Lessee shall agree in
writing on other terms. This provision does not give the Lessee any right to
hold over at the expiration of the lease term without the consent of the
Lessor, and any such holding over without the consent of the Lessor shall not
be construed to effect a renewal or extension of this lease. All other terms
and conditions of this lease shall remain in force during any month to month
tenancy or period of holding over.
Provided that Lessee is not in default in the performance of this
lease, and subject to Lessor's right of rejection as hereinafter set out,
Lessee shall have the option to renew this lease for two successive additional
terms of one year each, commencing at the expiration of the initial lease term
or the previous renewal term as the case may be. All of the terms and
conditions of this lease shall apply during the renewal term, except that the
monthly rent for each renewal term shall be increased over
1
2
$14,177 by the percentage increase, if any, in the Consumer Price Index
published by the United States Department of Labor, All Urban Consumers, St.
Louis, All Items Index (or the similar successor index, if applicable) from
March 1, 2000 to the first day of the renewal term; the rent during the renewal
terms shall be no less than $14,177 per month. The option for each renewal term
shall be exercised by written notice given to Lessor not less than 180 days
prior to the expiration of the initial lease term or the previous renewal term
as the case may be; provided however, within 60 days after Lessee has given
notice of exercise, Lessor may give Lessee written notice of rejection on the
grounds that Lessor requires the Demised Premises for use in Lessor's business,
in which event Lessee's notice of exercise shall not be effective and this
option shall expire as to that and, if applicable, the subsequent renewal term.
If notice of exercise is not given in the manner provided herein within the
time specified as to either renewal term, this option shall expire as to that
and, if applicable, the subsequent renewal term.
2. Rent. Lessee agrees to pay, without demand, to Lessor as rent for
the Demised Premises the sum of $14,177 per month in advance on the first day
of each calendar month, and further agrees to pay, without demand, to Lessor as
rent for the Demised Premises 125 percent of the rent for each day that Lessee
or anyone else in Lessee's name shall continue in possession or occupancy of
the premises, or any part thereof, without Lessor's consent after the
expiration or forfeiture of this lease for any cause. Rent shall be paid to
Lessor at 0000 Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, or at such other place as
Lessor may designate in writing to Lessee. Lessee agrees to pay on demand a
penalty equal to five percent of any payment of rent received by Lessor after
the tenth day of any calendar month.
3. Security Deposit. Lessee has paid to Lessor the sum of $14,177,
which Lessor shall retain as security for the faithful performance of all the
terms and conditions of this lease. Lessor shall not be obligated to apply the
security deposit to rents or other charges in arrears or to damages suffered by
2
3
Lessor because of any breach of the terms and conditions of this lease by
Lessee, but any such application by Lessor shall be at its option. In the event
of any such application by Lessor, whether or not greater in amount than the
amount of the security deposit, Lessee shall immediately restore the amount of
such application to Lessor so that the total security deposit is at all times
$14,177. The right to possession of the Demised Premises by Lessor for
nonpayment of rent or for any other reason shall not be affected by the
security deposit.
The security deposit shall be returned to Lessee when this lease is
terminated, if not applied to the payment of rents or other charges in arrears
or to the payment of damages suffered by Lessor because of any breach of the
terms and conditions of this lease by Lessee. In no event will the security
deposit be returned to Lessee until it has vacated the premises and delivered
possession to Lessor. At no time shall Lessee have the right to apply the
security deposit to rent. The security deposit will earn no interest. Lessor
shall not be obligated to hold the security deposit in a separate fund but may
commingle it with its other funds.
If Lessor shall repossess the Demised Premises because of any breach
of the terms and conditions of this lease by Lessee, Lessor may apply the
security deposit to all damages suffered to the date of repossession and may
retain the balance to apply to damages that may accrue or be suffered
thereafter by reason of Lessee's breach.
4. Use of Premises. The Demised Premises shall be used and occupied by
Lessee exclusively for the warehousing and distribution of apparel and related
activities of Lessee, and neither the Demised Premises nor any part thereof
shall be used by Lessee at any time during the term of this lease for any other
purpose. Lessee shall comply with Lessor's reasonable rules and all laws,
ordinances, rules, and orders of appropriate governmental authorities affecting
the Demised Premises
3
4
and the conduct of Lessee's business thereon during the term of this lease.
Lessee acknowledges that access to the Demised Premises is by a common driveway
and that Lessee will use the parking lot in common with others. Lessee shall
not obstruct the use of those facilities by others and shall not impede the
flow of traffic across Lessor's truck scale in the parking lot adjacent to the
Demised Premises.
5. Condition of Premises. Lessee stipulates that it has examined the
Demised Premises, including the grounds and all improvements, and that the
Demised Premises are, at the date of this lease, in good order and repair, and
in a safe, clean, and tenantable condition. Lessee shall be responsible for
obtaining any occupancy permit which may be required by governmental authority
and for meeting all requirements for the issuance of such permit.
6. Assignment and Subletting. Without the prior written consent of
Lessor, Lessee shall not assign this lease or sublet or grant any concession or
license to use the Demised Premises or any part thereof. A consent by Lessor to
one assignment, subletting, concession, or license shall not be deemed to be a
consent to any subsequent assignment, subletting, concession, or license. An
assignment, subletting, concession, or license without the prior written
consent of Lessor, or an assignment or subletting by operation of law, shall be
void and shall at Lessor's option terminate this lease. No assignment,
subletting, concession, or license shall release the Lessee from any obligation
under this lease.
7. Alterations and Improvements. Lessee shall make no alterations to
the Demised Premises or construct any building or make other alterations or
improvements to the Demised Premises without the prior written consent of
Lessor. All alterations, changes, and improvements built, constructed or placed
on the Demised Premises by Lessee, with the exception of fixtures removable
without damage to the premises and movable personal property, shall, unless
otherwise provided by written agreement
4
5
between Lessor and Lessee, be the property of Lessor and remain on the Demised
Premises at the expiration or sooner termination of this lease.
8. Signs. Lessor reserves the right to prescribe the form, size,
character, and location of any signs that Lessee may put or paint on the
Demised Premises. Lessee shall not put or paint any sign on the Demised
Premises without the prior written consent of the Lessor.
9. Damage to Premises. If the Demised Premises shall be damaged or
destroyed by casualty, Lessor shall, except as otherwise provided herein,
following receipt of insurance proceeds, repair and restore the same (exclusive
of Lessee's leasehold improvements, signs, furniture, fixtures, equipment, and
other contents) substantially to the condition thereof immediately prior to
such damage or destruction. If by reason of such occurrence: (a) the Demised
Premises are rendered wholly untenantable, or (b) the Demised Premises are
damaged in whole or part during the last year of the term hereof, or (c) the
Demised Premises is substantially damaged, then or in any of such events,
Lessor may elect either to repair the damage as aforesaid, or to cancel this
Lease by written notice of cancellation given to Lessee within 90 days after
the date of such occurrence, and thereupon this lease shall cease and terminate
with the same force and effect as through the date set forth in Lessor's SAID
notice were the date herein fixed for the expiration of the term hereof and
Lessee shall vacate and surrender the Demised Premises to Lessor. If by reason
of such casualty the Demised Premises are rendered wholly untenantable, the
rent shall be fully abated, or if only partially damaged such rent shall be
abated proportionately as to that portion of the Demised Premises rendered
untenantable, in either event (unless Lessor shall elect to terminate this
Lease, as aforesaid) until 15 days after notice by Lessor to Lessee that the
Demised Premises have been substantially repaired and restored, or until
Lessee's business operations be restored in the entire Demised Premises,
whichever shall occur sooner.
5
6
If by reason of such occurrence the Demised Premises can not be repaired and
restored within 180 days after such occurrence, Lessee may elect to cancel this
Lease by written notice of cancellation given to Lessor within 30 days after
the date of such occurrence, and thereupon this lease shall cease and terminate
with the same force and effect as through the date set forth in Lessee's said
notice were the date herein fixed for the expiration of the term hereof and
Lessee shall vacate and surrender the Demised Premises to Lessor. Except for
the abatement of the rent hereinabove set forth, Lessee shall not be entitled
to, and hereby waives all claims against Lessor for, any compensation or damage
for loss of use of the whole or any part of the Demised Premises and/or for any
inconvenience or annoyance occasioned by any such damage, destruction, repair,
or restoration. Notwithstanding any other provision of this lease to the
contrary, Lessee shall be solely responsible for the repair and restoration of
any damage to the Demised Premises caused by the negligent or intentional act
or omission of Lessee or its employees, agents, invitees, or guests.
10. Utilities. Lessee shall be responsible for arranging and paying
for all utility services required on the Demised Premises, except that Lessor
shall furnish water and sewer services to the Demised Premises.
11. Taxes. Lessor shall promptly pay all real estate taxes and
assessments levied against the Demised Premises; provided however, that Lessee
will reimburse Lessor on 10 days notice for the amount of any excess of such
taxes and assessments in excess of those for 2000; and provided further, that
Lessee shall reimburse Lessor on 10 days notice for the entire amount of such
taxes and assessments resulting from an increase in valuation on account of
Lessee's alterations or improvements. Lessee shall promptly pay all personal
property taxes due in respect of its personal property kept on the Demised
Premises.
6
7
12. Dangerous Materials. Lessee shall not keep or have on the Demised
Premises any article or thing of a dangerous, inflammable, or explosive
character that might unreasonably increase the danger of fire on the Demised
Premises or that would increase the premium for Lessor's casualty insurance on
the Demised Premises over the normal rate applicable to the business for which
the Demised Premises are leased. Lessee will conduct that business in such a
manner so as not to increase the premium over the normal rate.
13. Liability Insurance. Lessee shall at all times that it occupies
the Demised Premises maintain liability insurance in a sound, reputable
insurance company acceptable to Lessor, insuring against liability arising out
of or based on any or all property damage, personal injury, or death occurring
as an alleged consequence of any act or omission on the part of the Lessee or
of its employee, agent, director, officer, or guest, or as an alleged
consequence of any condition of the Demised Premises. All insurance required by
this provision shall name Lessor as an additional insured and may not be
cancelled without at least 30 days advance notice to Lessor. Lessee shall,
prior to occupying the Demised Premises, deliver to Lessor a certificate of
such policy of insurance. The minimum limit of liability of such insurance
shall be a combined single limit of $ 1,000,000.
14. Attornment. Lessee shall, in the event of a sale, transfer, or
assignment of Lessor's interest in the Demised Premises or any part thereof, or
in the event any proceedings are brought for the foreclosure of, or in the
event of exercise of the power of sale under, any mortgage made by Lessor
encumbering the Demised Premises or any part thereof, attorn to and recognize
such transferee, purchaser, or mortgagee as Lessor under this lease.
15. Subordination. In the event that any mortgagee of the Demised
Premises, or any part thereof, or a potential assignee of this lease, so
requests from time to time, Lessee shall, as long as such
7
8
mortgagee or assignee provides Lessee with a nondisturbance agreement, which
may be conditioned on Lessee's full compliance with all terms, conditions,
covenants, and agreements in this lease, execute a subordination and attornment
agreement, in such form as such mortgagee or assignee shall reasonably require,
subordinating this lease to the lien of such mortgagee, if applicable, and
agreeing to attorn to such assignee, mortgagee, or any purchaser at foreclosure
of such mortgage. Lessee shall sign such subordination and attornment agreement
within 10 days after being requested to do so.
16. Estoppel Certificate. Within 10 days after request therefor by
Lessor, Lessee shall deliver to Lessor or any other person specified by Lessor
an estoppel certificate in recordable form, binding upon Lessee, in which
Lessee shall certify that: (a) this lease is in full force and effect and the
term of this lease has commenced, if such be the case, specifying the
commencement and expiration dates of the term; (b) this lease has not been
amended or modified, if such be the case, or stating the amendments or
modifications; (c) Lessee has no offsets or defenses to its performance of the
terms and conditions of this lease, including without limitation the payment of
rent, if such be the case, or if there are any such defenses or offsets,
specifying the same; and (d) any other reasonable requirements of Lessor. If
Lessee shall fail to deliver such an estoppel certificate within 30 days after
request therefor by Lessor, it shall be conclusively deemed that: (a) this
lease is in full force and effect, the term of this lease has commenced, and
the commencement and expiration dates of the term are as stated in this lease;
(b) this lease has not been amended or modified; and (c) Lessee has no offsets
or defenses to its performance of the terms and conditions of this lease,
including without limitation the payment of rent.
17. Lessor's Liability. Lessee hereby indemnifies Lessor against any
loss or expense, including without limitation attorney fees, resulting from a
claim by any third party and arising out of Lessee's occupancy of, and the
conduct of its business on, the Demised Premises.
8
9
Lessor shall not be liable to Lessee or any other person for any
property damage, personal injury, or death resulting from water, rain, snow,
frost, fire, storm, or accident, or from breakage, stoppage, or leakage of
water, gas, heating, and sewer pipes or plumbing on or about the Demised
Premises.
In the event of the sale, transfer, or assignment of Lessor's
interest in the Demised Premises, Lessor shall be relieved of all liability
under this lease arising out of any act, occurrence, or omission after the
consummation of the sale, transfer, or assignment. The purchaser, transferee,
or assignee at that or any subsequent sale, transfer, or assignment of the
Demised Premises shall be deemed without further action to have assumed all of
the obligations of Lessor under this lease. Anything contained in this Lease to
the contrary notwithstanding, Lessee agrees that (except for a claim concerning
the security deposit) it shall look solely to the estate and property of Lessor
in the land comprising the Demised Premises for the collection of any judgment
(or any judicial process) requiring the payment of money by Lessor in the event
of any default or breach by Lessor of this Lease, subject however to the prior
rights of any secured party or mortgagee, and no other asset of Lessor shall be
subject to levy, execution or other judicial process for the satisfaction of
any claim of Lessee.
18. Force Majeure. Lessor shall not be responsible or liable for any
inconvenience, loss, damage, or delay caused by strike, shortage of labor or
materials, casualty, war, riot, or any other cause beyond Lessor's reasonable
control. Where a time is prescribed for Lessor to perform an act, all such
delays shall be excluded from that time.
19. Maintenance and Repair. Lessee will keep and maintain the Demised
Premises and appurtenances in good and sanitary condition and repair during the
term of this lease; provided however, that Lessor will be responsible for
operation, maintenance, and repair of the fire alarms, fire
9
10
sprinkler system, exterior walls (excluding doorways), roof, parking lot, and
sidewalks and for maintenance of the grounds, including lawn mowing and removal
of snow from the parking lot and sidewalks as conditions require. In particular
and without limitation, Lessee shall be responsible for maintenance and repair
of the plumbing, water heating, electrical (including lighting), heating,
ventilation, and air conditioning systems and shall replace any glass, now on
the Demised Premises, that is hereafter broken.
20. Animals. Lessee shall keep no domestic or other animals on or
about the Demised Premises without the prior written consent of Lessor.
21. Right of Inspection and Entry. Lessor and its agents shall have
the right at all reasonable times during the term of this lease to enter the
Demised Premises: (a) with prior notice to Lessee when possible, for access to
the electrical service for the entire building, to make such repairs or
alterations as Lessor shall deem necessary, or to inspect the Demised Premises
and all buildings and improvements thereon; or (b) without prior notice to
Lessee, to respond to any emergency affecting the Demised Premises or the
entire building or grounds. Lessor shall at all times have a set of keys to the
Demised Premises and current alarm codes. Without limiting other times when
Lessor may enter the Demised Premises in Lessee's absence, Lessee acknowledges
that Lessor will enter the Demised Premises in Lessee's absence if necessary to
restore electrical power to Lessor's place of business.
22. Surrender. At the expiration of the lease term, Lessee shall quit
and surrender the Demised Premises in as good condition as they were at the
commencement of this lease, with all light bulbs functioning, ordinary wear and
tear and casualty damage not the fault of Lessee excepted. During the last 45
days of the term of this lease, the Lessor may place a "For Rent" sign on the
Demised Premises and may show the Demised Premises to parties wishing to rent
them upon twenty-four hours notice.
10
11
23. Default. The following events shall constitute default of Lessee
under this lease: (a) any failure of Lessee to pay any rent when due hereunder;
(b) any failure of Lessee to perform any other term, condition, or covenant of
this lease to be observed or performed by Lessee, where such failure continues
uncured for a period of 30 days after Lessor gives written notice to Lessee
specifying the specific event of default; (c) the filing by Lessee, in any
court, of a petition in bankruptcy or insolvency, or for reorganization or the
appointment of a receiver or trustee of all or a portion of Lessee's property;
(d) the filing by any party against Lessee, in any court, of a petition in
bankruptcy or insolvency, or for reorganization or the appointment of a
receiver or trustee of all or a portion of Lessee's property, if such petition
shall not be dismissed within 30 days of filing; (e) Lessee's making of an
assignment for the benefit of creditors; (f) Lessee's abandoning the Demised
Premises; or (g) Lessee's suffering this lease to be taken under any writ of
execution.
24. Right to Re-Enter. In the event of Lessee's default, Lessor, in
addition to any other rights or remedies it may have, shall have the immediate
right of re-entry and may remove all persons and property from the Demised
Premises. Such property may be removed and stored in a public warehouse or
elsewhere at the cost of, and for the account of, Lessee, all without service
of notice or resort to legal process and without Lessor being deemed guilty of
trespass or becoming liable for any loss or damage which may be occasioned
thereby. Lessee shall immediately on demand reimburse Lessor for any
expenditure on account of re-entry or moving or storing Lessee's property,
together with interest on each such expenditure at the highest legal rate from
the date of each such expenditure.
25. Right to Relet, Damages. In the event of Lessee's default, should
Lessor elect to re-enter, as herein provided, or should it take possession
pursuant to legal proceedings or pursuant to any notice provided for by law, it
may either terminate this lease or it may from time to time, without
terminating
11
12
this lease, make such alterations and repairs as may be necessary to relet the
premises, and relet said premises or any part thereof for such term or terms
(which may be for a term extending beyond the term of this lease) and at such
rental or rentals and upon such other terms and conditions as Lessor in its
sole discretion may deem advisable; upon each such reletting all rentals
received by Lessor from such reletting shall be applied, first, to the payment
of any indebtedness other than rent due hereunder from Lessee to Lessor;
second, to the payment of any costs and expenses of such reletting, including
brokerage and attorneys' fees and costs of alterations and repairs; third, to
the payment of rent due and unpaid hereunder; and the residue, if any, shall be
held by Lessor and applied in payment of future rent as the same may become due
and payable hereunder. If such rentals received from such reletting during any
month shall be less than that to be paid during that month by Lessee hereunder,
Lessee shall pay any such deficiency to Lessor.
26. Termination by Lessor. Lessor may by written notice to Lessee
terminate this lease in the event of Lessee's default. Any re-entry or taking
possession of the Demised Premises by Lessor as described in paragraph 24 shall
not be construed as a termination of this lease. Notwithstanding any such
re-entry or taking possession without termination, Lessor may at any time
thereafter terminate this lease for any previous breach.
27. Damages. If Lessor at any time terminates this lease, in addition
to any other remedies it may have, Lessor may recover from Lessee all damages
it may incur by reason of Lessee's default, computed in any manner provided by
law that Lessor shall elect. No termination of this lease shall affect amounts
owed by Lessee or accrued at the time of termination.
28. Abandonment. If Lessee abandons the Demised Premises, Lessor may
consider any personal property belonging to Lessee and left on the premises
also to have been abandoned, in which
12
13
event Lessor may dispose of all such personal property in any manner Lessor
shall deem proper, and Lessor is hereby relieved of all liability for doing so.
29. Attorney's Fees. In the event that Lessor shall file suit to
collect rent hereunder, to enforce any provision of this lease, or to redress
any breach of any term or condition of this lease, or in the event of any other
civil action or other proceeding to enforce this lease, the prevailing party
shall recover all costs and expenses thereof, including reasonable attorney's
fees.
30. Lessor's Remedies. Unless the context clearly requires otherwise,
all Lessor's remedies provided for in this lease shall be cumulative. All
Lessor's remedies provided for in this lease shall be in addition to those
provided by law.
31. Lessor's Consent. Whenever Lessor's consent or approval is
required under this lease, Lessor shall not unreasonably withhold or delay such
consent or approval.
32. Condemnation. If, due to the exercise of the right of eminent
domain or seizure or appropriation of all or substantial part of the Demised
Premises by lawful authority under the right of eminent domain, the Demised
Premises are rendered untenantable, then either party shall have the right to
terminate this lease upon 30 days written notice to the other party. In no
event shall Lessee share in any award in condemnation.
33. Covenant of Title. Lessor covenants, represents, and warrants that
he has full right and power to execute and perform this lease and that Lessee,
so long as it shall not be in default hereunder, shall peaceably and quietly
have, hold, and enjoy the Demised Premises.
34. Binding Effect. The terms and conditions herein contained shall
inure to the benefit of and bind the successors, legal representatives, and
assigns of the parties hereto.
13
14
35. Waiver. The failure by either party to insist, in any one or more
instances, on a strict performance on any of the terms and conditions of this
lease shall not be construed as a future waiver or relinquishment of the
provision, and the same shall continue and remain in full force and effect. The
receipt by Lessor of rent, with knowledge of the breach of any term or
condition hereof, shall not be deemed a waiver of the breach. None of the terms
or conditions of this lease shall be altered, waived, modified, or abandoned in
any manner except by a written instrument executed by both parties.
36. Notice. Unless otherwise specified in writing by one party to the
other, notice to the parties shall be in writing, mailed by certified mail,
postage prepaid, or personally delivered to the following addresses, or to such
other addresses within the State of Missouri as Lessor or Lessee shall
designate by written notice to the other:
36. 1. if to Lessor, to 0000 Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000,
marked to the attention of Lessor's President; or
36.2. if to Lessee, to 0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx X, Xxxxxxxxx,
Xxxxxxx 00000, marked to the attention of Lessee's President.
37. Non-Recordation. Neither this lease nor any memorandum thereof
shall be recorded in the public records of any county of any state. If this
lease or any memorandum thereof is recorded by Lessee in violation of this
provision, Lessor may at its option terminate this lease.
38. Choice of Law and Forum. This lease is entered into in the State
of Missouri and shall be interpreted and construed according to the laws of the
State of Missouri. Any civil action or other proceeding to enforce this lease
shall be brought in the courts of St. Louis County, Missouri.
14
15
39. Number and Gender. All terms of this lease shall include the
singular and plural numbers, masculine, feminine, and neuter genders, and
natural and artificial persons, as context may require. Unless the context
requires otherwise, the word "or" is used in the inclusive sense.
40. Titles. All titles are for the purpose of convenience only and
shall not limit or modify any term of this lease.
41. Counterparts. This lease may be executed in counterparts, each of
which shall have the force and effect of an original.
[The remainder of this page is intentionally left blank.]
15
16
IN WITNESS WHEREOF, the parties have executed this lease the day and
year first above written.
LESSEE LESSOR
L.A.T. SPORTSWEAR, INC. CENTRAL PAPER STOCK, INC.
by /s/ Xxxx Xxxxxx-XxXxxxx by /s/ Xxxxx Xxxxxx, President
------------------------------- -------------------------------
16
