LEASE AGREEMENT
WITH OPTION TO PURCHASE
STATE OF NORTH CAROLINA )
)
COUNTY OF ROWAN )
Recitals
A. Xxxx X. Xxxxx and Xxxxxxxxx X. Xxxxx, Trustees under the Will of
Xxxxx Xxxxxx Xxxxx, ("Landlord"), owns that certain real property in the City of
Xxxxxxxxx, Xxxxx County, North Carolina more fully described as follows:
See Attached Exhibit "A"
Said real property plus the buildings and improvements thereon shall hereinafter
be referred to as the "Leased Premises."
B. BRC Components, Inc. ("Tenant"), an Alabama corporation, desires to
lease the Leased Premises from Landlord upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:
That, for value received, Landlord and Tenant have agreed:
1. Leased Premises.
1.1: Lease. Pursuant to the terms of this Lease Agreement
("Lease"), and subject to the provisions of Section 1.2 below, Landlord hereby
leases and lets unto Tenant and Tenant does hereby take from Landlord the Leased
Premises.
1.2: Modifications and Repairs by Landlord. Landlord agrees,
at its sole expense, to make the following modifications and repairs to the
Leased Premises, prior to occupancy by Tenant, to make the Leased Premises
suitable to Tenant's needs and uses:
1. Remove all steel I beams and mezzanine from inside
warehouse that are not part of building structure.
2. All plumbing and electric fixtures and wiring must be
in good working order and meet all local and state codes.
3. Install 18' wide door on front of warehouse next to
offices. Must allow for van truck entry and cushion tire
forklift passage.
4. Alarm system must be in good working order and offer
security for offices and warehouse.
5. Minimum of 4 gas (2 @ warehouse section) heaters
must be in good operating order.
6. Provide Tenant with a current survey of property lines with
boundaries and corners marked.
2. Term.
2.1: Initial Term. The initial term of this Lease is for a
period of 5 years commencing as of April 1, 1999 ("Commencement Date") and
ending on March 31, 2004. Notwithstanding the foregoing, if the Leased Premises
are occupied by Tenant after the Commencement Date, the initial term of this
Lease shall be deemed to have commenced on the date of Tenant's occupancy and
the termination date of the initial term shall remain the same as stated above.
(a) Termination. After the first thirty-six (36) months of the
original term of this lease, Tenant shall have the right during the remainder of
the original term or any renewal term of this lease to terminate this lease
without penalty, at any time by giving Landlord ninety (90) days prior written
notice of termination.
2.2: Renewal Term. Tenant shall have the option to renew this
Lease for three (3) additional terms of five (5) years each, by written notice
of such renewal delivered to Landlord, before or after expiration of this Lease,
under the same terms, conditions and covenants set forth herein, except that the
rents payable hereunder shall be adjusted as set forth in Section 3.2.
3. Rents.
3.1: Initial Term. As rent for the Leased Premises during the
initial term, Tenant shall pay the rent at Landlord's real estate agent's
offices, Xxxxxx Agency, Inc., 000 Xxxxx Xxxx, X. X. Xxx 000, Xxxxxxxxx, X.X.
00000-0000 payable in 60 equal monthly installments of Six Thousand and No/100
($6,000.00) Dollars each; the first of such installment shall be due and payable
on or before the Commencement Date, Landlord further agrees to xxxxx and waive
the rent after the first payment until thirty (30) days after the building is
ready for occupancy by Tenant and occupied by Tenant, and thereafter a similar
payment shall be due and payable on or before the first day of each successive
calendar month thereafter until all of such monthly installments have been so
paid. In the event that the Leased Premises are occupied by Tenant on a day
other than the first day of a month, rent for such partial month shall be
calculated and paid on a prorated basis according to the number of days in such
month the Leased Premises are occupied by Tenant.
3.2: Renewal Term. In the event Tenant exercises its right to
renew this lease for any of the three (3) additional five (5) year terms, as set
forth above, the rent payable hereunder shall be adjusted effective as of the
first day of the renewal term in accordance with this Section 3.2. Effective
March 1, 2004, the monthly rent payment due pursuant to this Lease shall be
adjusted to an amount equal to the product obtained by multiplying Six Thousand
and No/100 ($6,000.00) Dollars by a fraction, the numerator of which is the
Consumer Price Index For All Urban Consumers, U.S. City Average, For All Items,
as published by the U.S. Bureau of Labor Statistics (the "CPI Index") for
February 1, 2004, and the denominator of which is the CPI Index for March, 1999.
The monthly rent payment calculated pursuant to the preceding sentence shall
then remain constant during the remainder of that renewal term. The rent
adjustment for any other renewal terms shall be calculated in the same manner by
moving the dates forward for each five year term.
4. Insurance.
4.1: Required Coverage. Landlord, at its sole cost and
expense, will obtain and maintain, with insurance carriers duly licensed to do
business in North Carolina, the following insurance coverages with respect to
the Leased Premises:
(a) Fire and extended coverage insurance in an
amount not less the full replacement cost or $1,000,000.00, whichever is
greater, of the Leased Premises.
(b) At Tenant's option and expense, fire and extended
coverage insurance in an amount to be determined by Tenant insuring Tenant's
contents in the Leased Premises.
4.2 Tenant, at its sole expense, shall maintain general
liability insurance in an amount not less than $1,000,000 per person and
$1,000,000 per occurrence for bodily injury and $1,000,000 for property damage.
Each such insurance policy shall name Landlord and Tenant as insured parties and
shall include Landlord's mortgage lender, if any, as a loss payee as its
interest may appear. Landlord and Tenant shall each furnish to the other
certificates or other evidence of the required insurance coverage prior to
Tenant's occupancy of the Leased Premises. Prior to the expiration of any such
coverage, Landlord and Tenant shall furnish to the other evidence of the
continuation of such coverage.
4.3 Waiver of Subrogation Rights. Landlord and Tenant hereby
waive their respective rights of subrogation against the other for all claims
and causes whatsoever arising out of any injury upon or loss or damage to the
Leased Premises or any part thereof resulting from a risk or peril included
within the insurance policies herein required and/or purchased by either party.
5. Taxes. Landlord and Tenant shall each pay one half (1/2) before they
become delinquent, all ad valorem taxes lawfully levied or assessed against the
Leased Premises during the term of this Lease. The 1999 taxes shall be pro-rated
as of the occupancy date by Tenant. Landlord shall be responsible for the
payment of all such taxes for any period prior to the Commencement Date.
Landlord and Tenant shall each pay such taxes directly to the taxing authority
entitled to receive such payment; provided, however, Landlord and/or Tenant
reserves the right to contest any such tax. In the event of any such contest by
Tenant, Tenant does not have to pay the contested tax so long as Tenant
diligently pursues such contest in accordance with the applicable administrative
procedures and applicable law. Notwithstanding the foregoing, however, during
the course of any such contest, Tenant shall at all times protect and preserve
Landlord's title to the Leased Premises, and, if necessary to protect and
preserve Landlord's title thereto, Tenant shall pay the contested tax or post
appropriate bond therefor prior to allowing the taxing authority to take any
action to enforce its tax lien against the Leased Premises.
Tenant shall pay, before they become delinquent, all taxes on Tenant's
inventory, contents, and equipment placed on the Leased Premises by Tenant.
Tenant may contest as provided above.
6. Repairs and Maintenance. After execution of this lease and prior to
occupancy by Tenant, Landlord shall cause the building and its plumbing,
electrical, lighting, heating and air conditioning, and the roof of the building
to be placed in good condition and repair, including, if necessary, the
replacement of any such items worn out or obsolete; and thereafter Tenant will
maintain the interior of the building, plumbing, electrical, heating and air
conditioning units for minor repairs, normal wear and tear excepted, during the
original terms of this lease or any renewal.
However, should any item wear out, become obsolete, or need
replacement, during the original term of this lease or any renewal, then and in
that event, Landlord shall replace such item including but not limited to the
heating and air conditioning units which Tenant will maintain thereafter for
minor repairs. Landlord, at its expense, shall be responsible for the
maintenance and replacement of the roof on the building and the exterior of the
building.
Tenant shall repair any damage to the interior of the building caused
by its negligence, normal wear and tear excepted. In the event Landlord should
fail to maintain or replace the items of its responsibility the Leased Premises,
and such failure should continue for a period of 30 days after Tenant's written
notice to Landlord thereof, or if such failure cannot be reasonably be cured
within the said 30 days and Landlord shall not have commenced to cure such
failure within said 30 days and shall not thereafter with reasonable diligence
and good faith proceed to cure such failure, Tenant shall have the right (but
not the obligation) to cause repairs or corrections to be made, and the costs
thereof shall be deducted by Tenant on the next rental installments until Tenant
is paid in full.
7. Inspection. Landlord and Landlord's authorized agents shall have the
right to enter the Leased Premises during Tenant's normal business hours of
operation for the purpose of inspecting the general condition and state of
repair of the Leased Premises.
8. Use. Tenant may occupy and use the Leased Premises for the general
office and/or supply and warehouse facilities in connection with Tenant's
business and/or for any other lawful purpose.
9. Utilities. As of the Commencement Date, Landlord shall provide the
normal and customary utility connections that are currently in use into the
Leased Premises. Tenant shall pay the cost of all utility services, including
but not limited to, all charges for gas, water and electricity used on the
Leased Premises and all costs of garbage and trash removal and sewer services.
10. Fire and Casualty Damage.
10.1: Total. If the Leased Premises should be totally
destroyed by fire, tornado or other casualty, or if they should be so damaged
that rebuilding or repairs cannot reasonably be completed within 90 working days
from the date of the occurrence of the damage, this Lease may terminate at the
option of Tenant, otherwise, repairs will be completed and the Lease continue
with an abatement of rent for the time the building is unusable by Tenant.
10.2: Partial.
(a) If the Leased Premises should be damaged by fire, tornado
or other casualty but not to such an extent that rebuilding or repairs cannot
reasonably be completed within 90 working days from the date of the occurrence
of the damage, this Lease shall not terminate, but Landlord shall, if the
casualty has occurred prior to the final 180 days of the Lease term, or any
renewal, at its sole cost and risk, proceed forthwith to rebuild or repair the
Leased Premises to substantially the condition existing prior to such damage. If
the casualty occurs during the final 180 days of the Lease term, Landlord shall
not be required to rebuild or repair such damage unless Tenant notifies Landlord
in writing within 60 days following the date of such damage that Tenant is
exercising its right to renew this Lease or is exercising its option to purchase
the Leased Premises, as the case may be. If Tenant does not exercise its right
to renew this Lease or its option to purchase the Leased Premises and if
Landlord does not elect to rebuild or repair such damage, then this Lease shall
terminate, effective as of the date of said damage. If the Leased Premises are
to be rebuilt or repaired and are untenantable in whole or in part following
such damage, the rents payable hereunder during the period in which it is
untenantable shall be abated and/or adjusted equitably.
11. Hold Harmless.
11.1: By Tenant. Tenant shall indemnify, defend and save and
hold Landlord harmless from and against any and all liabilities, losses,
damages, claims, causes of action, attorney's fees and court costs, due to
death, personal injury, property damage or financial loss arising out of or
attributable to:
(a) Tenant's operations and the conduct of its
business upon the Leased Premises; or
(b) Any liability to any taxing authority resulting
from or in any way relating to any tax abatements, deductions or exemptions
relating to Tenant's occupancy and its contents in the Leased Premises.
If Landlord is made a party to any suit or action for damages arising from the
negligence or actions of Tenant, its employees, invitees and/or agents, Tenant
shall assume all of the burden, cost and expense of the defense or settlement of
such cause or action, including reasonable attorney's fees in connection
therewith, and Tenant shall promptly pay any judgment which may be obtained
therein against Landlord.
11.2. Landlord shall indemnify, defend, save, and hold Tenant harmless
from and against any and all liabilities, losses, damages claims, causes of
actions, attorney fees, and court costs due to death, personal injury, property
damage or financial loss arising out of or attributed to Landlord's, its agents
and employees, negligence and/or failure to properly maintain the Leased
Premises, including the building and the roof thereon.
12. Condemnation.
12.1: Total. If, during the term of this Lease, all or a
substantial part of the Leased Premises should be taken for any public or
quasi-public use under any governmental law, ordinance or regulation or by right
of eminent domain or should be sold to the condemning authority under threat of
condemnation, this Lease shall terminate and the rents payable hereunder shall
be abated during the unexpired portion of this Lease or any renewal effective as
of the date of taking by the condemning authority.
12.2: Partial. If less than a substantial part of the Leased
Premises shall be so taken or sold, this Lease shall not terminate but Landlord
shall forthwith, at its sole expense, restore and reconstruct the Leased
Premises, provided such restoration and reconstruction shall make the same
tenantable and suitable for the uses for which the same are hereby leased by
Tenant, in Tenant's sole determination. If the use of the Leased Premises shall
be impaired by such taking or sale, the rents payable hereunder during the
unexpired portion of this Lease shall be adjusted equitably. If, in the opinion
of Landlord and Tenant, such restoration and reconstruction cannot be completed
within 90 days following the date of such taking or sale, Landlord or Tenant may
elect to terminate this Lease by giving prior written notice thereof to the
other party.
12.3: Condemnation Awards. Landlord and Tenant shall each be
entitled to pursue, receive and retain separate condemnation awards, and
portions of the lump sum awards, as may be allocated to their respective
interests in any condemnation proceedings. The termination of this Lease shall
not affect the rights of Landlord and Tenant to such awards.
13. Holding Over. Should Tenant hold over the Leased Premises, or any
part thereof, after the expiration of the term of this Lease, unless otherwise
agreed in writing, such holding over shall constitute and be construed as a
tenancy from month to month only, at a monthly rental equal to the rents paid
for the last month of the term of this Lease. Nothing herein shall be deemed to
be Landlord's consent to such holding over.
14. Default by Tenant.
14.1: Events. The following events shall be deemed to be
events of default by Tenant under this Lease:
(a) If Tenant shall fail to make any of the
payments required hereunder and such failure shall continue for a period of
15 days after receipt of written notice thereof by Tenant;
(b) If Tenant shall fail to comply with any term,
condition or covenant of this Lease, other than the payments set forth above,
and shall not cure such failure within 30 days after receipt of written notice
thereof by Tenant, or if such failure cannot reasonably be cured within the said
30 days and Tenant shall not have commenced to cure such failure within said 30
days and thereafter proceeded with reasonable diligence and good faith to cure
such failure.
14.2: Remedies. Upon the occurrence of any such event of
default, Landlord shall have the option to pursue any one or more of the
following remedies:
(a) Terminate this Lease, in which event Tenant
shall immediately surrender the Leased Premises to Landlord, and if Tenant fails
so to do, Landlord may, without prejudice to any other remedy which Landlord may
have for possession or arrearages in rents, enter upon and take possession of
the Leased Premises and expel or remove any agent, representative or employees
of Tenant or any other person who may be occupying the Leased Premises or any
part thereof;
14.3: No Waiver. Pursuit of any of the foregoing remedies
shall not preclude pursuit of any of the other remedies herein provided or any
other remedies provided by law, nor shall pursuit of any remedy herein provided
constitute a forfeiture or waiver of any rent due to Landlord hereunder or of
any damages accruing to Landlord by reason of the violation of the terms,
conditions and covenants herein contained.
15. Assignment and Subleasing.
15.1: By Tenant. Tenant may not assign this Lease, or sublet
the Leased Premises or any portion thereof, without obtaining the prior written
consent of Landlord which consent will not be withheld unreasonably; provided,
however, no consent shall be required for an assignment or sublease to a
corporation, affiliate, or other business entity owned or controlled by, or
under common control with, Tenant; provided further, however, no such permitted
assignment or sublease shall relieve Tenant of its obligations hereunder unless
Landlord otherwise consents in writing.
15.2: By Landlord. Landlord may assign or transfer all or
any part of its interest in this Lease, subject to the terms and conditions of
this Lease.
16. Alterations, Additions and Improvements.
16.1: In General. Except as otherwise set forth in this Lease,
Tenant shall not make any alterations, additions or improvements (collectively
hereinafter referred to as "Improvements") to the Leased Premises without the
prior written consent of Landlord. Consent for Improvements shall not be
unreasonably withheld by Landlord.
16.2: Warehousing Housing. Notwithstanding the foregoing,
Landlord acknowledges that Tenant is occupying the Leased Premises initially for
the purpose of supply and warehouse and general office facilities relating to
Tenant's business, and Tenant intends to make improvements to the Leased
Premises to accommodate its intended use thereof. Landlord hereby consents to
the remodeling and construction of improvements contemplated by Tenant to
prepare the Leased Premises for the Tenant's intended use thereof.
16.3: Machinery and Equipment. Tenant may, at any time and at
its sole expense, erect or install machinery and equipment in or on the Leased
Premises. Tenant shall have the right to remove all such machinery and equipment
upon the termination of this Lease; provided, however, Tenant shall repair any
damage done to the Leased Premises by such removal. Tenant shall have a period
of up to 30 days after the termination of this Lease to remove all such items,
and Tenant shall continue to pay rent at the monthly rental rate then in effect
until Tenant has completed such removal process or notified Landlord that Tenant
has abandoned any remaining items. All such items remaining on the Leased
Premises after the expiration of such 30 day period shall become the property of
Landlord, or Landlord may require Tenant to remove such items. All permanent
improvements erected or installed on the Leased Premises shall become the
property of Landlord and shall not be removed.
16.4: Signs. Tenant may erect and install such signs on or
attached to the Leased Premises as Tenant desires, provided that Tenant shall at
all times comply with all applicable laws, ordinances and regulations relating
thereto, and Tenant shall remove all such signs at the termination of this Lease
and repair any damage resulting from such removal.
16.5: Mechanics' Liens. Notwithstanding anything herein which
might be deemed to be to the contrary, Tenant shall at all times protect and
preserve the Leased Premises from and against any mechanic's lien created in
connection with, or resulting from, any improvements to the Leased Premises by
Tenant. Tenant reserves the right to contest any claim by any person who might
be entitled to a mechanic's lien against the Leased Premises, at Tenant's sole
risk and expense. In the event of any such contest, Tenant does not have to pay
the contested amount so long as Tenant diligently pursues such contest in
accordance with applicable law; provided, however, in the event any mechanic's
lien is filed against the Leased Premises, Tenant shall file a bond to indemnify
Landlord and the Leased Premises against the lien in accordance with the
applicable provisions of the North Carolina Property Code prior to the time that
any action to enforce the mechanic's lien may be taken by the claimant.
17. Compliance with Law. During the term hereof, Tenant and Landlord
shall comply with all governmental laws, ordinances and regulations applicable
to the use of the Leased Premises and shall promptly comply with all
governmental orders and directives for the correction, prevention and abatement
of nuisances in or upon, or connected with the Leased Premises caused by Tenant,
and if caused by Tenant, at Tenant's sole expense.
18. Quiet Enjoyment.
18.1: Landlord's Warranty. Landlord and its individual
Trustees warrant that it owns the Leased Premises, free and clear of all
encumbrances, and that it has the full right and power to execute and perform
this Lease, with option to purchase and that Tenant, on payment of the rents and
performance of the covenants herein contained, shall peaceably and quietly have,
hold and enjoy the Leased Premises during the full term of this Lease. Landlord
and its Trustees further agree to warrant and defend the title to the Leased
Premises to Tenant and will be liable to Tenant for all damages, including
attorney fees and expenses, regarding any defect in title or challenge to title
by any other individual or entity.
19. Exclusive Option to Purchase. At any time during the term of this
Lease, or any renewal, Tenant shall have the exclusive option to purchase the
Leased Premises on the terms and conditions set forth herein. Tenant may
exercise this option by giving Landlord written notice of its election to do so
in accordance with the notice requirements set forth in Section 23. In such
event, the purchase price for the Leased Premises shall be $550,000, less any
rental payment made in the first eighteen (18) months of the original lease
term. Within 15 days after receipt of Tenant's notice exercising this option,
Landlord shall cause Lawyers Title Insurance Corporation (or other title
insurance company approved by Tenant) to furnish a commitment for title
insurance reflecting the status of title to the Leased Premises. If Tenant
objects to any of the matters affecting title to the Leased Premises, Tenant
shall notify Landlord in writing within 15 days after Tenant's receipt of the
title insurance commitment, and Landlord shall attempt to cure such objections.
If Landlord is unable to cure any such objections within 15 days after receipt
of Tenant's objections, Tenant may terminate its election to purchase the Leased
Premises (in which event, Tenant may then exercise its right to renew this Lease
pursuant to Section 2.2) or Tenant may waive such uncured objections and proceed
to purchase the Leased Premises. Unless Landlord and Tenant otherwise agree, the
closing of the sale of the Leased Premises shall occur at the title company
within 30 days after the termination of this Lease. At the closing: (i) Tenant
shall pay the full purchase price in cash or by certified or cashier's check,
and (ii) Landlord shall execute and deliver a general warranty deed conveying
title to the Leased Premises to Tenant free and clear of any liens created or
caused by Landlord and shall cause the title company to deliver to Tenant, at
Landlord's sole cost and expense, a title insurance policy issued by Lawyers
Title Insurance Corporation (or another title insurance company approved by
Tenant) insuring title to such property for the amount of the purchase price,
subject only to the matters reflected on the title insurance commitment which
remain in effect after the title curative process described above. Tenant shall
pay rent at the rate then in effect with respect to the Leased Premises through
the closing date. Each party shall be responsible for the normal and customary
closing costs paid by a buyer and seller at a closing of this type; provided,
however, Tenant shall be responsible for all ad valorem taxes as provided in
this Lease. If Tenant does not exercise this option to purchase the Leased
Premises during the initial term of this Lease, but does renew this Lease for
any of the renewal terms, Tenant shall have the option to purchase the Leased
Premises at any time during the renewal term on the same terms and conditions as
set forth above, except that the purchase price shall be equal to the product
obtained by multiplying $550,000 by a fraction, the numerator of which is the
CPI Index for February, 2004 and the denominator is the CPI Index for March,
1999.
20. Landlord's Environmental Warranty. Landlord warrants and represents
that any use, storage, treatment, or transportation of hazardous substances
which has occurred in or on the Premises before the date hereof has been in
compliance with all applicable federal, state and local laws, regulations, and
ordinances. Landlord additionally warrants and represents that no release, leak,
discharge, spill, disposal, or emission of hazardous substances has occurred in,
on, or under the Leased Premises and that the Leased Premises are free of
hazardous substances as of the date hereof.
Landlord agrees to indemnify and hold harmless the Tenant from any and
all claims, damages, fines, judgments, penalties, costs, liabilities, or losses
(including, without limitation, any and all sums paid for settlement of claims,
attorneys, consultant, and expert fees) arising during or after the Lease from
or in connection with the presence or suspected presence of hazardous substances
in or on the Leased Premises unless the hazardous substances are present as a
result of acts of Tenant, Tenant's agents, employees, contractors, or invitees.
Without limitation of the foregoing, this indemnification shall include any and
all costs incurred because of any investigation of the site or any cleanup,
removal or restoration mandated by a federal, state, or local agency or
political subdivision, unless the hazardous substances are present as a result
of acts of Tenant, Tenant's agents, employees, contractors, or invitees. This
indemnification shall specifically include any and all costs due to hazardous
substances which flow, diffuse, migrate, or percolate into, onto, or under the
Leased Premises after the Lease Term commences.
21. Waiver of Default. No waiver by the parties hereto of any default
or breach of any term, condition or covenant of this Lease shall be deemed to be
a waiver of any subsequent default or breach of the same or any other term,
condition or covenant contained herein.
22. Successors. The terms, conditions and covenants contained in this
Lease shall apply to, inure to the benefit of, and be binding upon the parties
hereto and their respective successors in interest.
23. Notices. Any notice or document required or permitted to be
delivered hereunder shall be deemed to be delivered when delivered personally or
(whether actually received or not) when deposited in the United States mail,
postage prepaid, certified or registered mail, return receipt requested,
addressed to the parties hereto at the respective addresses set out opposite
their names below, or at such other address as they have theretofore specified
by written notice delivered in accordance herewith:
(a) If to Landlord:
Xxxxxx Agency, Inc.
P. O. Xxx 000
Xxxxxxxxx, X.X. 00000-0000
Xxxx X. Xxxxx
P. O. Xxx 0000
Xxxxxxxxx, X.X. 00000
(b) If to Tenant:
BRC Components, Inc.
X.X. Xxx 000
Xxxx Xxxxxxxx, Xxxxxxx 00000
(c) with a copy concurrently sent by either party in a like
manner to:
Xxxx, Xxxxxx & Xxxx
ATTN: Xxxx X Xxxx, Esq.
X.X. Xxx 000
Xxxxxxxxxx, Xxxxxxx 00000
24. Severability. If any term or provision of this Lease or the
application thereof to any person or circumstance shall to any extent be invalid
and unenforceable, the remainder of the Lease, or the application of such term
or provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and shall be enforceable to the extent
permitted by law.
25. Amendment. This Lease may not be amended except in a writing
executed by both Landlord and Tenant.
26. Entire Agreement. This Lease constitutes the sole agreement of
Landlord and Tenant and supersedes any prior understanding or written or oral
agreements respecting the subject matter.
27. Memorandum of Lease Agreement. A duplicate original copy hereof may
be recorded in the appropriate records of Rowan County, North Carolina, or
instead Landlord and Tenant may execute, record and/or file a Memorandum of
Lease Agreement which may by reference incorporate all of the terms hereof.
THUS EXECUTED on the dates set forth below, and EFFECTIVE
for all purposes as of the last such date.
LANDLORD:
Date: March 8, 1999. /s/ Xxxx x. Xxxxx
____________________________
Xxxx X. Xxxxx, Trustee under
the Will of Xxxxx Xxxxxx
Xxxxx
/s/ Xxxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxxx X. Xxxxx, Trustee
under the Will of Xxxxx
Xxxxxx Xxxxx
TENANT:
BRC COMPONENTS, INC.,
Date: March 4, 1999. By /s/ Xxx X. Xxxxxxx
------------------------
Its President
STATE OF NORTH CAROLINA
COUNTY OF ____________
I, the undersigned authority, a Notary Public in and for said County,
in said State, hereby certify that Xxxx X. Xxxxx and Xxxxxxxxx X. Xxxxx,
Trustees under the Will of Xxxxx Xxxxxx Xxxxx, whose names are signed to the
forgoing conveyance, and who are known to me, acknowledged before me on this
day, that, being informed of the contents of the conveyance, they executed the
same voluntarily as of the date of this acknowledgement.
Given under my hand and official seal, this the 8th day of March,
1999.
/s/
---------------------------------------
Notary Public
My Commission Expires:
March 10, 2001
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(SEAL)
STATE OF ALABAMA
COUNTY OF WINSTON
I, the undersigned authority, a Notary Public in and for said County,
in said State, hereby certify that Xxx X. Xxxxxxx, whose name as President of
BRC Components, Inc., an Alabama corporation, is signed to the foregoing
conveyance, and who is known to me, acknowledged before me on this day that,
being informed of the contents of the conveyance, he, as such office and with
full authority, executed the same voluntarily for and as the act of said
corporation as of the date of this acknowledgement.
Given under my hand and official seal, this the 4th day of March,
1999.
/s/ Xxxxxxxx Xxxxx
---------------------------------------
Notary Public
My Commission Expires:
May 8, 2000
---------------------------------------
(SEAL)
EXHIBIT A
TRACT I: BEGINNING at an iron bolt on the northern margin of North
Long Street, corner of Lot No. 5; thence with the northern margin of
North Long Street North 62 deg. 30 min. East 600 feet to an "x" xxxx
in a concrete drive; thence North 27 deg. 28 min. West passing an
iron rod, 281.0 feet; thence South 58 deg. 18 min. West 601.62 feet
to the corner of Lot No. 5; thence with the line of Lot No. 5 South 27
deg. 28 min. East 236.85 feet to the BEGINNING, as shown on plat of
Xxxxxx Manufacturing Company property by Xxxxxx & Almond, dated
November 3, 1975, and being Xxxx 0, 0, 0, 0 00, 00 and the western
half of Lot No. 12, as shown on a map of the Xxxx Xxxxx farm by X.X.
Xxxxxx, recorded in the Office of the Register of Deeds for Rowan
County, North Carolina in Map Book 10.
The conveyance is made subject to right-of-way of Southern Railway
Company and water pipeline, storm and sanitary sewer right-of-way of
the City of Salisbury.
TRACT II: BEGINNING at an existing iron post, the southeastern corner
of Xxxx X. Xxxxxxxx, said existing iron post being North 24 deg. 08
min. West 6.3 feet from the north margin of the pavement of Xxxx
Xxxxxx, XX #0000; thence with Xxxx X. Xxxxxxxx North 24 deg. 08 min.
West 230.13 feet to an existing iron post, said existing iron post
being South 24 deg. 08 min. East 39.91 feet from the southernmost track
of The Southern Railway; thence North 64 deg. 44 min. East 100.13 feet
to a new iron post, corner of Xxxx X. Xxxxx, said iron post being South
64 deg. 44 min. West 2.67 feet from an existing ironpost and North 24
deg. 08 min. West 45.2 feet from the southernmost track of The Southern
Railway; thence with Xxxx X. Xxxxx, South 24 deg. 08 min. East 232.37
feet to an existing iron post located North 24 deg. 08 min. West 6 feet
from the north margin of the pavement of Long Street; thence more or
less parallel with the north margin of the pavement of Long Street
South 66 deg. 00 min. West 100.11 feet to the point of BEGINNING, as
shown on a map of the property of Xxxxxx Manufacturing Company by W.
Xxxxxx Xxxxxx, RLS, dated November 15, 1978 and being Lot #13 of the
Xxxx Xxxxx Property as shown on map recorded in the Rowan County
Register of Deeds Office in Map Book Page 10.
TRACT III: BEGINNING at a stake, the center of Lot No. 12, Xxx
Xxxxxxx'x corner and running thence with Xxxxxxx'x line North 27
deg. 30 min. West 281 feet,more or less, to a stake on line of Southern
Railway Company; thence with the line of Southern Railway Company,
North 57 deg. 30 min. East 50 feet to a stake, corner of Lot No. 13;
thence with line of Xxx Xx. 00, Xxxxx 00 xxx. 30 min. East 285 feet
to a stake on Long Street; thence with line of Long Street, South 62
deg. 30 min. West 50 feet to a stake, the BEGINNING corner, being the
northern one-half of Lot No. 12 as shown on the map of the Xxxxx and
Feanster property in the East Xxxx of the City of Salisbury.
Being the same property conveyed from Xxxxxx Manufacturing Company,
Inc. to Xxxxx Family Partnership by deed recorded in Book 605 at Page
983 of the Rowan County Public Registry; and from the Xxxxx Family
Partnership by deed recorded in Book 0846 at Page 0017 of the Rowan
County Public Registry on March 3, 1999.