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Exhibit 10.22
STATE OF GEORGIA
GWINNETT COUNTY
THIS LEASE AGREEMENT, made this 30th day of May, 1990, by and between
WEEKS SUPER PARTNERSHIP, LTD., hereinafter referred to as "Landlord," and
AERIAL PLATFORMS, INC., hereinafter referred to as "Tenant;"
WITNESSETH:
1.01 Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the property hereinafter referred to as the LEASED PREMISES,
described as: 16,000 sq. ft. of office/warehouse at 0000 Xxxx Xxx, Xxxxxxxx,
Xxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxx 0X,xx Gwinnett Park, an shown on plan
attached hereto an Exhibit "A" and by reference incorporated herein.
TERM
2.01 TO HAVE AND TO HOLD said Leased Premises for a term of three (3)
years, commencing on June 1, 1990, and continuing until midnight on May 31,
1993, upon the following terms, conditions, and covenants:
RENTAL
3.01 As rental for the Leased Promises, Tenant agrees to pay to A. R. WEEKS
& ASSOCIATES, INC., for the account of Landlord, the sum of Forty-four Thousand
Seven Hundred and NO/100 ($44,700.00) Dollars per year, payable in monthly
installments each in the amount of Three Thousand Seven Hundred Twenty-Five and
N)/100 ($3,725.00) Dollars on or before the first day of each calendar month
beginning on June 1, 1990, and thereafter for the remainder of the term,
together with any other additional rental as hereinafter set forth. Tenant
shall pay interest at a rate of twelve percent (12%) per annum on all late
payments of rent. If the Lease shall commence on any date other than the first
day of a calendar month, or and on any date, other than the last day of a
calendar month, rent for such month shall be prorated. Tenant has deposited
with Landlord, upon delivery of this Lease Agreement, an amount equal to Three
Thousand Seven Hundred Twenty-Five and NO/100 ($3,725.00) Dollars, to be
applied as first month's rental.
3.02 In addition to the Rentals called for herein, Landlord agrees to
contract for the landscape maintenance service and Tenant agrees to pay the
Landlord an additional rental of Seventy and NO/100 ($70.00) Dollars per month
for said landscaping service. Said fee shall increase six percent (6%) each
year during the term of the lease.
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3.03 The rental provided in paragraph 3.01 "Rental" above, includes the
construction of tenant improvements on the basis set forth in the plans and
specifications attached, or to be attached, hereto in Exhibit "B".
3.04 Tenant agrees to pay as additional rent to Landlord, upon demand, its
pro rata share of any utility surcharges, or any other costs levied, assessed or
imposed by, or at the direction of, or resulting from statutes or regulations,
or interpretations thereof, promulgated by any Federal, State, Municipal or
local governmental authorities in connection with the use or occupancy of the
Leased Premises.
DELAY IN DELIVERY OF POSSESSION
4.01 If Landlord, for any reason whatsoever, cannot deliver possession of
the Leased Promises to Tenant at the commencement of the term of this Lease,
this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant
for any loss or damage resulting therefrom, but in the event there shall be a
proportionate reduction of rent covering the period between the commencement of
the term and the time when Landlord can deliver possession. If delay is longer
than three (3) months, Landlord will provide Tenant such space (not exceeding in
area the Leased Premises) as Landlord may have available, until the Leased
Premises can be completed, at no charge to Tenants The term of this Lease shall
be extended by such delay.
USE OF LEASED PREMISES
5.01 The Leased Promises may be used and occupied only for general
manufacturing and assembly, testing, warehousing and distribution, showroom and
offices and for no other purpose or purposes, without Landlord's prior written
consent. Tenant shall promptly comply at its sole expense with all laws,
ordinances, orders, and regulations affecting the Leased Premises and their
cleanliness, safety, occupation and use. Tenant shall not do or permit anything
to be done in or about the Leased Premises that will in any way increase the
fire insurance upon the building. Tenant will not perform any act or carry on
any practices that may injure the building or be a nuisance or menace to tenants
of adjoining promises. Tenant shall, at Tenant's sole cost and expense, comply
fully with all environmental laws and regulations, and all other legal
requirements, applicable to Tenant's operations at, on or within, or to Tenant's
use and occupancy of, the Leased Premises.
5.02 Tenant shall not (either with or without negligence) cause or permit
the escape, disposal or release of any biologically or chemically active or
other hazardous substances, or materials. Tenant shall not allow the storage or
use of such substances or materials in any manner not sanctioned by law or by
the highest standards prevailing in the industry for the storage and use of such
substances or materials, nor allow to be brought into the Project any such
materials or substances except to use in the ordinary course of Tenant's
business, and then only after written notice is given to Landlord of the
identity of such substances or materials. Without limitation,
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hazardous substances and materials shall include those described in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any applicable state
or local laws and the regulations adopted under these acts. If any lender or
governmental agency shall ever require testing to ascertain whether or not
there has been any release of hazardous materials, then the reasonable costs
thereof shall be reimbursed by Tenant to Landlord upon demand as additional
charges if such requirement applies to the Leased Premises. In addition,
Tenant shall execute affidavits, representations and the like from time to time
at Landlord's request concerning Tenant's beat knowledge and belief regarding
the presence of hazardous substances or materials on the Leased Premises. In
all events, Tenant shall indemnify Landlord in the manner elsewhere provided in
this lease from any release of hazardous materials on the Leased Promises
occurring while Tenant is in possession, or elsewhere if caused by Tenant or
persons acting under Tenant. The within covenants shall survive the expiration
or earlier termination of the lease term. Tenant shall not be held responsible
for any hazardous substances or materials existing prior to it's occupancy or
use.
UTILITIES
6.01 Landlord shall not be liable in the event of any interruption in the
supply of any utilities. Tenant agrees that it will not install any equipment
which will exceed or overload the capacity of any utility facilities and that if
any equipment installed by Tenant shall require additional utility facilities,
the same shall be installed by Tenant at Tenant's expense in accordance with
plans and specifications approved in writing by Landlord. Tenant shall be solely
responsible for and shall pay all charges for use or consumption of sanitary
sewer, water, gas, electricity and any other utility services.
ACCEPTANCE OF LEASED PREMISES
7.01 By entry hereunder, Tenant acknowledges that it has examined the
Leased Premises and accepts the same an being in the condition called for by
this Lease, and as suited for the uses intended by Tenant.
ALTERATIONS, MECHANICS' LIENS
8.01 Alterations may not be made to the Leased Premises without prior
written consent of Landlord, and any alterations of the Leased Premises
excepting movable furniture and trade fixtures shall at Landlord's option become
part of the realty and belong to Landlord.
8.02 Should Tenant desire to alter the Leased Premises and Landlord gives
written consent to such alterations, at Landlord's option, Tenant shall contract
with a contractor approved by Landlord for the construction of such alterations.
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8.03 Notwithstanding anything in paragraph 8.02 above, Tenant may, upon
written consent of Landlord, install trade fixtures, machinery or other trade
equipment in conformance with all applicable laws, statutes, ordinances, rules,
regulations, and the same may be removed upon the termination of this Lease
provided Tenant shall not be in default under any of the terms and conditions of
this Lease, and the Leased Premises are not damaged by such removal. Tenant
shall return the Leased Premises an the termination of this Lease in the same
condition as when rented to Tenant, reasonable wear and tear only excepted.
Tenant shall keep the Leased Premises, the building and property in which the
Leased Premises are situated free from any liens arising out of any work
performed for, materials furnished to, or obligations incurred by Tenant. All
such work provided for above, shall be done at such times and in such manner an
Landlord may from time to time desire. Tenant shall give Landlord written
notice five (5) days prior to employing any laborer or contractor to perform
work resulting in an alteration of the Leased Premises so that Landlord may post
a notice of non-responsibility.
WASTE AND QUIET CONDUCT
9.01 Tenant shall not commit, or suffer any waste upon the Leased Premises,
or any nuisance, or other act or thing which may disturb the quiet enjoyment of
any other tenant in the building containing the Leased Premises or any building
in the project in which the Leased Premises are located.
FIRE INSURANCE, HAZARDS
10.01 No use shall be made or permitted to be made of the Leased Promises,
nor acts done which might increase the existing rate of insurance upon the
building or cause the cancellation of any insurance policy covering the
building, or any part thereof, nor shall Tenant sell, or permit to be kept, used
or sold, in or about the Leased Premises, any article which may be prohibited by
the Standard form of fire insurance policies Tenant shall, at its sole cost and
expense, comply with any and all requirements pertaining to the Leased Premises,
of any insurance organization or company, necessary for the maintenance of
reasonable fire and public liability insurance, covering the Leased Premises,
building and appurtenances.
INDEMNIFICATION BY TENANT
11.01 Tenant shall indemnify and hold harmless Landlord against and from
all claims arising from any and all claims arising from Tenant's use of the
Leased Premises (other than those arising from negligence of Landlord or its
agents or employees), or the conduct of its business or from any activity, work,
or thing done, permitted or suffered by the Tenant in or about the Leased
Premises, and shall further indemnify and hold harmless Landlord against and
from any and all claims arising breach or default in the performance of any
obligation on Tenant's part to be performed under the terms of this Lease, or
arising from any act, neglect, fault or omission of the
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Tenant, or of its agents or employees, and from and against all costs,
attorney's fees, expenses and liabilities incurred in or about such claim or
any action or proceeding brought relative thereto and in case any action or
proceeding be brought against Landlord by reason of any such claim, Tenant upon
notice from Landlord shall defend the same at Tenant's expense by counsel,
chosen by Tenant and who is reasonably acceptable to Landlord. Tenant, as a
material part of the consideration to Landlord, hereby assumes all risk of
damage to property or injury to persons in or about the Leased Premises from
any cause whatsoever except that which in caused by the failure of Landlord to
observe any of the terms and conditions of this Lease where such failure has
persisted for an unreasonable period of time after written notice of such
failure, and Tenant hereby waives all claims in respect thereof against
Landlord. The obligations of Tenant under this section arising by reason of
any occurrence taking place during the term of this Lease shall survive any
termination of this Lease.
WAIVER OF CLAIMS
12.01 Tenant, as a material part of the consideration to be rendered to
Landlord, hereby waives all claims against Landlord for damages to goods, wares
and merchandise in, upon or about the Leased Premises and for injury to Tenant,
its agents, employees, invitees or third persons in or about the Leased Premises
from any cause arising at any time, other than the negligence of Landlord, its
agents and employees.
REPAIRS
13.01 Tenant shall, at its sole cost, keep and maintain the Leased Promises
and appurtenances and every part thereof (excepting exterior walls and roofs
which Landlord agrees to repair) including by way of illustration and not by
way, of limitation all windows (Tenant accepts premises with a broken showroom
window and shall not be held liable for such repair during the term of this
lease), and skylights, doors, any store front and the interior of the Leased
Premises, including all plumbing, heating, air conditioning, sewer, electrical
systems and all fixtures and all other similar equipment serving the Leased
Premises in good and sanitary order, condition, and repair. Tenant shall be
responsible for all pent control within the Leased Premises, including, but not
limited to the eradication of any ants or termites should infestation be
observed during the term of the Lease. Tenant shall, at its sole cost, keep and
maintain all utilities, fixtures and mechanical equipment used by Tenant in good
order, condition, and repair. All windows shall be washed and cleaned as often
as necessary to keep them clean and free from smudges and stains. In the event
Tenant fails to maintain the Leased Promises as required herein or fails to
commence repairs (requested by Landlord In writing) within thirty (30) days
after such request, or fails diligently to proceed thereafter to complete such
repairs, Landlord slash have the right in order to preserve the Leased Premises
or portion thereof and/or the appearance thereof, to make such repairs or have a
contractor make such repairs and charge Tenant for the cost thereof as
additional rent, together with interest at the rate of twelve percent (12%) per
annum from the date of making such payments.
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13.02 Landlord agrees to keep in good repair the roof, foundations, and
exterior walls of the Leased Premises except repairs rendered necessary by the
negligence of Tenant, its agents, employees or invitees. Landlord gives to
Tenant exclusive control of Leased Promises and shall be under no obligations
to inspect said Leased Premises. Tenant shall promptly report in writing to
Landlord any defective condition known to it which Landlord is required to
repair, and Landlord shall move with reasonable diligence to repair such item.
Failure to report such defects shall make Tenant responsible to Landlord for
any liability incurred by Landlord by reason of such defects.
13.03 Tenant shall obtain upon occupancy and keep current during the lease
term a service maintenance contract on the heating, ventilation and air
conditioning (HVAC) equipment serving the Leased Promises. The contract shall
be between Tenant and a dealer-authorized company acceptable to Landlord, and
shall at a minimum provide for an equipment check and tune-up service each
spring and fall, and filter and lubrication service every three months. A copy
of said contract shall be provided to Landlord, as shall any modification
extension, renewal or replacement thereof.
l3.04 Landlord warrants that, at the time of execution of this Lease, all
plumbing, heating, air conditioning, electrical systems and all fixtures and
all other similar equipment serving the Leased Premises are in good and working
order, In the event that such equipment should need repairs during the first
forty-five (45) days after the date of execution of this Lease, for reasons
other than the actions of Tenant,, its employees, invitees or customers, Tenant
shall promptly report in writing to Landlord such defective condition and
Landlord shall move with reasonable diligence to repair such item.
SIGNS, LANDSCAPING
14.01 Landlord shall have the right to control landscaping and approve the
placing of signs and the size and quality of the same. Tenant shall make no
alterations or additions to the Leased Premises or landscaping and shall place
no exterior signs on the Leased Premises without the prior written consent of
Landlord. Any signs not in conformity with the Lease may be immediately
removed by Landlord.
ENTRY BY LANDLORD
15.01 Tenant shall permit Landlord and Landlord agents to enter the
Leased, Promises at all reasonable times for the purpose of inspecting the same
or for the purpose of maintaining the building, or for the purpose of making
repairs, alterations, or additions' to any portion of the building, including
the erection and maintenance of such scaffolding, canopies, fences and props as
may be required, or for the purpose of posting notices of non-responsibility
for alterations, additions, or repairs, or for the purpose of showing the
Leased Premises to prospective tenants, or placing upon the building any usual
or ordinary "for sale" signal, without any rebate of rent and without any
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liability to Tenant for any loss of occupation or quiet enjoyment of the Leased
Premises thereby occasioned; and shall permit Landlord at any time within
thirty (30) days prior to the expiration of this Lease, to place upon the
Leased Promises any usual or ordinary "to let" or "to lease" signs. For each
of the aforesaid purposes, Landlord shall at all times have and retain a key
with which to unlock all of the exterior doors about the Leased Premises.
TAXES
16.01 (a) Tenant shall, without notice or demand, as additional rent, pay
and discharge, on or before the last day on which the same may be paid without
penalty, "all taxes", (as hereinafter defined) which shall or may during the
term be levied, assessed or imposed on or become a lion upon or grow due or
payable out of or for or by reason or the Leaned Promises or any part thereof
or the Landlord's interest in the real property described on Exhibit "A"
hereto. For the purposes hereof "taxes" means all taxes at any time imposed by
the United States of America or by any state, city, county or other political
or taxing subdivision thereof upon or against this Lease, the Leased Promises,
the use or occupancy thereof, the buildings, improvement or personalty thereon,
and all assessments imposed subsequent to the execution and delivery of this
lease by both Landlord and Tenant (including assessments for benefits from
public works or improvements, whether commenced or completed prior to the
commencement of the term hereof and whether or not to be completed within said
term), levies, license fees, permit fees, water rents and clergies, sewer
rents, excises, franchises, imposts, interest, costs, penalties and charges,
general and special, ordinary and extraordinary, of whatever name, nature and
kind, and whether or not within the contemplation of the parties hereto, which
are now or may hereafter be levied, assessed, charged or imposed upon or
against, this Lease, the Leaned Promises, the use or occupancy thereof or the
building, improvements or personal property thereon or which are or may become
a lion an any thereof. Notwithstanding anything hereinabove to the contrary,
"taxes" shall not include any penalties or interest imposed or incurred because
of Landlord's dilatory payment, unless the delay in payment is due to Tenant's
breach of its obligations under this Section 16.
(b) All assessments imposed upon the Leaned Promises during the final year
of the term of this Lease for public improvements which shall benefit the Leased
Promises after the expiration of this Lease shall be equitably pro rated, so
that only the portion of such assessments properly. allocable to the term of
this Lease shall be included in determining Tenant's share of "taxes" in
accordance with Section l6.0l(a) above.
16.02 Tenant shall pay-as additional rent the amount of all taxes, other
than Income taxes, upon or measured by the rent payable hereunder, whether an a
sales tax, transaction privilege tax, excise tax, or otherwise, which additional
rent shall be due and payable at the same time as each installment of basic
rent.
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l6.03 Joint Assessment. If the Leaned Promises are not separately
assessed, Tenant's liability shall be an equitable proportion of the real
property taxes for all of the land and improvements included with the tax
parcel assessed, such proportion to be determined by Landlord from the
respective valuations assigned in the assessor's work shoots or such other
information aim may be reasonably available. Landlord's reasonable
determination thereof, in good faith, shall be conclusive.
16.04 Personal Property Taxes. Tenant shall pay prior to delinquency all
taxes assessed against and levied upon trade fixtures, furnishings, equipment
and all other personal property of Tenant contained in the Leased Promises or
elsewhere.
INSURANCE
17.01 Liability Insurance. Tenant, at its own expense, shall provide and
keep in force with companies acceptable to Landlord public liability insurance
for the benefit of Landlord and Tenant jointly against liability for bodily
injury and property damage in the amount of not less than Five Hundred Thousand
Dollars ($500,000.00) in respect to injuries to or death of more than one
person in any one occurrence, in the amount of not less than Five Hundred
Thousand Dollars ($500,000.00) in respect to injuries to or death of any one
person, and in the amount of not less than Five Hundred Thousand Dollars
($500,000.00) per occurrence in respect to damage to property, such limits to
be for any greater amounts as may be reasonably Indicated by circumstances from
time to time existing. Tenant shall furnish Landlord with a certificate of
such policy within thirty (30) days of the commencement date of this Lease and
whenever required shall satisfy Landlord that such policy is ill full force and
effect. Such policy shall name Landlord as all additional insured and shall be
primary and non-contributing wine any insurance carried by Landlord. The
policy shall further provide that it shall not be canceled or altered without
twenty (20) days prior written notice to Landlord. The limits of said
insurance shall not, however, limit the liability of Tenant hereunder. in the
event that the Leaned Premises constitute a part of a larger property said
insurance shall have a Landlord's Protective Liability endorsement attached
thereto. If Tenant shall fail to procure and maintain said Insurance Landlord
may, but shall not be required to procure and maintain the same but at the
expense of Tenant.
17.02 Property Insurance. (a) Tenant shall maintain In full force and
effect on all of its fixtures and equipment in the Leased Premises a policy or
policies of fire and extended coverage insurance with standard coverage
endorsement to the extent of at least eighty percent (80%) of their insurable
value. During the term of this Lease the proceeds from any such policy or
policies of insurance shall be used for the repair or replacement of the
fixtures, and Landlord will sign all documents necessary or proper in
connection with the settlement of any claim or lose by Tenant. Landlord will
not carry Insurance on Tenant's possessions. Tenant shall furnish Landlord
with a certificate of such policy within thirty (30) days of the commencement
of this Lease, and whenever required, shall satisfy Landlord that such policy
is in full force and effect.
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(b) Landlord shall obtain and keep In force during the term of this Lease
a policy or policies of Insurance covering loss or damage to the Leased
Promises, in the amount of the full replacement value thereof, as the same may
exist from time to time, but in no event less than the total amount of
promissory notes secured by liens on the Leased Premises against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended perils (all risk) and sprinkler leakage,
said insurance shall provide for payment of loss thereunder to Landlord or to
the holders of mortgages or deeds of trust on the Leased Premises.
(c) If the Leased Premises are part of a larger building, or if the Leased
Premises are part of a group of buildings owned by Landlord, which are adjacent
to Leased Premises, then Tenant shall pay for any increase in the property
insurance of such other building or buildings if said increase is caused by
Tenant's acts, omissions, use or occupancy of the Leased Promises.
(e) All policies of insurance shall provide that the insurers waive any
right of subrogation against Landlord or Tenant.
ABANDONMENT
18.01 Tenant shall not vacate nor abandon the Leased Promises at any time
during the term of this Lease; and If Tenant shall abandon, vacate or surrender
the Leased Premises, or be dispossessed by process of law, or otherwise, any
personal property belonging to Tenant and left on the Leased Promises shall, at
the option of the Landlord, be deemed abandoned and be and become the property
of Landlord.
DESTRUCTION
l9.01 In the event of (a) a partial destruction of the Leased Premises or
tho buildings of which the Leased Premises are a part (hereinafter called
the "building") during the lease term which requires repairs to either the
Leased Promises or the building, or (b) the Leased Promises or the building
being declared unsafe or unfit for occupancy by any authorized public authority
for any reason other than Tenant's act, use or occupation which declaration
requires repairs to either the Leased Promises or the building, Landlord shall
forthwith make repairs, provided repairs can be made within sixty (60) days
under the laws and regulations of authorized public authorities, but partial
destruction (including any destruction necessary in order to make repairs
required by any declaration) shall in no way annul or void this Lease, except
that Tenant shall be entitled to a proportionate reduction of rent while such
repairs are being made. The proportionate reduction is to be based upon the
extent to which the making of repairs shall interfere with the business carried
on by Tenant in the Leased Premises. In making repairs Landlord shall be
obligated to replace only such glazing as shall have been damaged by fire and
other damaged glazing shall be replaced by Tenant if repairs cannot be made
within sixty (60) days, Landlord may, at its option, make same within a
reasonable time, this Lease continuing in full force and effect and the rent to
be
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proportionately abated, as in this paragraph provided. In the event that
Landlord does not so elect to make repairs which cannot be made within sixty
(60) days, or repairs cannot be made under current laws and regulations, this
Lease may be terminated at the option of either party. A total destruction
(including any destruction required by any authorized public authority) of
either the Leased Promises or the building shall terminate this Lease. In the
event of any dispute between Landlord and Tenant relative to the provisions of
this paragraph, they may each select an arbitrator, the two arbitrators so
selected shall select a third arbitrator and the three arbitrators so selected
shall hear and determine the controversy and their decision thereon shall be
final and binding on both Landlord and Tenant who shall bear the cost of such
arbitration equally between them. Landlord shall not be required to repair any
property installed in the Leased Promises by Tenant. Tenant waives any right
under applicable laws inconsistent with the terms of this paragraph and in the
event of a destruction agrees to accept any offer by Landlord to provide
Tenants with comparable space within the project in which the Leaned Premises
are located on the same terms as this Lease,
ASSIGNMENT AND SUBLETTING
20.01 Landlord shall have the right to transfer and assign, in whole or in
part its rights and obligations in the building and property that are the
subject of this Lease. Tenant shall not assign this Lease or sublet all or any
part of the Leased Premises without the prior written consent (such consent
shall not be unreasonably withheld) of the Landlord. In the event of any
assignment or subletting, Tenant shall nevertheless at all times, remain fully
responsible and liable for the payment of the rant and for compliance with all
of its other obligations under the terms, provisions and covenants of this
Lease. Upon the occurrence of an "event of default" as defined below, if all
or any part of the Leased Premises are then assigned or sublet, Landlord, in
addition to any other remedies provided by this Lease by law, may at its
option, collect, directly from the assignee or subtenant all rents becoming due
to Tenant by reason of the assignment or sublease, and Landlord shall leave a
security interest in all properties on the Leased Premises to secure payment of
such sum. Any collection directly by Landlord from the assignee or subtenant
shall not be construed to constitute a novation or a release of Tenant from the
further performance of Its obligations under this Lease.
INSOLVENCY OF TENANT
21.01 Either (a) the appointment of a receiver to take possession of all
or substantially all of the assets of Tenant, or (b) a general assignment by
Tenant for the benefit of creditors, or (c) any action taken or suffered by
Tenant under any insolvency or bankruptcy act shall, if any such appointment,
assignments or action continues for a period of thirty (30) days, constitute a
breach of this Lease by Tenant and Landlord may at its election without notice
" terminate this Lease and in that event be entitled to immediate possession of
the Leased Promises and damages as provided below.
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BREACH BY TENANT
22.01 In the event of a default, Landlord in addition to any and all other
rights or remedies that it may have hereunder, at law or in equity shall have
the right to either terminate this Lease or from time to time, without
terminating this Lease relet the Leased Promises or any part thereof for the
account and in the name of Tenant or otherwise, for any such term or terms and
conditions as Landlord in its solo discretion may xxxx advisable with the right
to make reasonable alterations and repairs to the Leased Promises. Tenant
shall pay to Landlord, as soon as ascertained, the costs and expenses incurred
by Landlord in such resetting or in making ouch reasonable alterations and
repairs. Should such rentals received from time to time from such reletting
during any month be loss than that agreed to be paid during that month by
Tenant hereunder, the Tenant shall pay such deficiency to Landlord. Such
deficiency shall be calculated and paid monthly.
22.01 No such reletting of the Leased Promises by Landlord shall be
construed as an election on its part to terminate this Lease unless a notice of
such intention be given to Tenant or unless the termination thereof be decreed
by a court of competent jurisdiction. Notwithstanding any such reletting
without termination. Landlord may at any time thereafter elect to terminate
this Loan* for such previous breach provided it has not been cured. Should
Landlord at any time terminate this Lease for any breach, in addition to any
other remedy it may have, it may recover from Tenant all damages it may incur
by reason of such breach, including the cost of recovering the Leased Premises,
and included (1) all amounts that would have fallen due as rent between the
time of termination of this Lease and the time of judgment, or other award,
less the avail of all relettings and attornments, plus interest on the balance
at the rate of twelve percent (12%) per year; and (2) the worth at the time of
the judgment or other award, of the amount by which the unpaid rent for the
balance of the term exceeds the amount of such rental loan that Tenant proves
could be reasonably avoided; (3) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to
perform his obligations under this Lease or which in the ordinary course of
events would likely to result therefrom, "Worth" as used in this provision, is
computed by discounting the total at the discount rate of the Federal Reserve
Bank of Atlanta at the time of the judgment, or award, plus one percent (1%).
ATTORNEY'S FEES
23.01 If Landlord and Tenant litigate any provision of this Lease or the
subject matter of this Lease, the unsuccessful litigant will pay to the
successful litigant all costs and expenses, including reasonable attorneys'
fees and court costs, incurred by the successful litigant at trial and on any
appeal, it, without fault, either Landlord or Tenant is made a party to any
litigation instituted by or against the other, the other will indemnify the
faultless one against all lose, liability,, and expense, including reasonable
attorneys' fees and court costs, incurred by it in connection with such
litigation.
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CONDEMNATION
24.01 If at any time during the term of this Lease, title to the entire
Leaned Promises should become vented in a public or quasi-public authority by
virtue of the exercise of expropriation, appropriation, condemnation or other
power in the nature of eminent domain, or by voluntary transfer from the owner
of the Leased Premises under threat of such a taking then this Lease shall
terminate as of the time of such vesting of title, after which neither party
shall be further obligated to the other except for occurrence antedating such
taking. The same results shall follow if less than the entire Leased Promises
be thus taken, or transferred in lieu of such a taking, but to such extent that
it would be legally and commercially impossible for Tenant to occupy the
portion of the Leased Promises remaining, and impossible for Tenant to
reasonably conduct his trade or business therein.
24.02 Should there be such a partial taking or transfer in lieu thereof,
but not to such an extent as to make such continued occupancy and operation by
Tenant an impossibility, then this Lease shall continue on all of its same
terms and conditions subject only to an equatable reduction in rent
proportionate to such taking.
24.03 In the event of any such taking or transfer, whether of the entire
Leased Premises, or a portion thereof, it is expressly agreed and understood
that all sums awarded, allowed or received in connection therewith shall belong
to Landlord, and any rights otherwise vested in Tenant are hereby assigned to
Landlord, and Tenant shall have no interest in or claim to any such sums or any
portion thereof, whether the same bo for the taking of the property or for
damages, or otherwise.
NOTICES
25.01 All notices, statements, demands, requests, consents, approvals,
authorization offers agreements, appointments, or designations under this Lease
by either party to the other shall be in writing and shall be sufficiently
given and served upon the other party, if sent by certified mail, return
receipt requested, postage prepaid, and addressed as follower:
(a) To Tenant at the Leased Promises;
(b) To Landlord, addressed to Landlord at 0000 Xxxx Xxxxx,
Xxxxxxxx, Xxxxxxx 00000, with a copy to such other place as Landlord
may from time to time designate by notice to Tenant.
WAIVER
26.01 The waiver by Landlord of any breach of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of such term,
covenant, or condition or any subsequent breach of the same or any other term,
covenant, or condition herein contained. The subsequent acceptance of 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
- 12 -
13
to pay the particular rental so accepted, regardless of Landlord's knowledge of
such preceding breach at the time of acceptance of such rent.
EFFECT HOLDING OVER
27.01 If Tenant should remain in possession of the Leased Premises after
the expiration of the lease term and without executing a now lease, then such
holding over shall be construed as a tenancy from month to month, subject to
all the conditions, provisions, and obligations of this Lease insofar an the
same are applicable to a month to month tenancy, except that the rent payable
pursuant to subparagraph 3.01 hereof shall be doubled.
SUBORDINATION
28.01 This Lease, at Landlord's option, shall be subordinate to any ground
lease, first priority mortgage, first priority dead of trust, or first priority
security deed now or hereafter placed upon the real property of which the
Leased Promises are a part and to any and all advances made on the security
thereof and to all renewals, modifications, consolidations, replacements and
extensions thereof
28.02 Tenant agrees to execute any documents required to effectuate such
subordination or to make this Lease prior to the lien of any such ground lease,
mortgage, deed of trust, or security deed, as the case may be, including
specifically a subordination, non-disturbance and attornment agreement in the
form hereto attached as Exhibit "C", and failing to do so within ton (10) days
after written demand, does hereby make, constitute and irrevocably appoint
Landlord as Tenant's attorney in fact and in Tenant's name, place and stead, to
do so. If requested to do so, Tenant agrees to attorn to any person or other
entity that acquires title to the real property encompassing the Leased
Premises, whether through judicial foreclosure, sale under power, or otherwise,
and to any assignee of such person or other entity.
ESTOPPEL CERTIFICATE
29.01 Upon ten (10) days notice from Landlord to Tenant, Tenant shall
deliver a certificate dated an of the first day of the calendar month in which
such notice is received, executed by an appropriate officer, partner, or
individual, in the form as Landlord may require and stating but not limited to
the following (i) the commencement date of this Lease; (ii) the space occupied
by Tenant hereunder; (iii) the expiration date hereof; (iv) a description of
any renewal or expansion options; (v) the amount of rental currently and
actually paid by Tenant under this Lease; (vi) the nature of any default or
claimed default hereunder by Landlord and (vii) that Tenant in not In default
hereunder nor has any event occurred which with the passage of time or the
giving of notice would become a default by Tenant hereunder.
- 13 -
14
PARKING
30.01 No vehicle may be repaired or serviced in the parking area and any
vehicle deemed abandoned by Landlord will be towed from the project and all
costs therein shall be borne by the Tenant, All driveways, ingress and egress,
and all parking spaces are for the joint use of all tenants. No area outside
of the Leased Promises shall be used by Tenant for storage without Landlord's
prior written permission. There shall be no parking permitted on any of the
streets or roadways located In Gwinnett Parks.
MORTGAGE PROTECTION
31.01 In the event of any default on the part of Landlord, Tenant will
give notice by registered or certified mail to any beneficiary of a deed or
trust or holder or a security deed or mortgage covering the Leased Premises
whose address shall have been furnished it, and shall offer such beneficiary or
holder a reasonable opportunity to cure the default, including time to obtain
possession of the Leased Premises by power of sale or a judicial foreclosure,
if such should prove necessary to effect a cure.
PROTECTIVE COVENANTS
32.01 This Lease is subject to the Protective Covenants, attached hereto
an Exhibit "D", and to such rules and regulations pertaining to Gwinnett Park
which may hereafter be adopted and promulgated.
MISCELLANEOUS PROVISIONS
A. Whenever the singular number in used in this Lease and when required by
the context, the same shall include the plural, and the masculine gender shall
include the feminine and neuter genders, and the word "person" shall include
corporation, firm or association. If there be more than one tenant, the
obligations imposed upon Tenant under this Lease shall be joint and several.
B. The headings or titles to paragraphs of this Lease are not a part of
this Lease and shall have no effect upon the construction or interpretation of
any part of this Lease,
C. This instrument contains all of the agreements and conditions made
between the parties to this Lease and may not be modified orally or in any
other manner than by agreement in writing signed by all parties to this Lease.
D. Time is of the essence of each torn and provision of this Lease.
- 14 -
15
E. Except an otherwise expressly stated, each payment required to be made
by Tenant shall be in addition to and not in substitution for other payments to
be made by Tenant.
F. Subject to paragraph 20, the terms and provisions of this Lease shall
be binding upon and inure to the benefit of the heirs, executors,
administrators, successors, and assigns of Landlord and Tenant.
G. All covenants and agreements to be performed by Tenant under any of the
terms of his Lease shall be performed by Tenant at Tenant's sole cost and
expense and without any abatement of rent.
H. Where the consent of a party Is required, such consent will not be
unreasonably withhold.
I. This Lease shall create the relationship of Landlord and Tenant between
Landlord and Tenant; no estate shall pass out of Landlord; Tenant has only a
usufruct, not subject to levy and/or sale and not assignable by Tenant except
an provided in paragraph 20.01 hereof.
J. Tenant acknowledges and agrees that Landlord shall not provide guards
or other security protection for the Leased Premises and that any and all
security protection shall be the sole responsibility of Tenant.
K. This Lease shall be governed by Georgia law.
I. Tenant shall not record this Lease or a memorandum thereof without the
written consent of Landlord. Upon the request of Landlord, Tenant shall join
in the execution of a memorandum or so-called "short form" of this Lease for
the purpose of recordation. Said memorandum or short form of this Lease shall
describe the parties, the Leased Premises and the lease term, and shall
incorporate Lease by reference.
M. Landlord's liability for performance of its obligations under tile
terms of this Lease shall be limited to its interest in the Leased Premises.
- 15 -
16
IN WITNESS WHEREOF, the parties hereto who are individuals have set their
hands and seals, and tile parties who are corporations have caused this
instrument to be duly executed by its proper officers and its corporate seal to
be affixed, as of the day and year first above written.
Signed, sealed and delivered as LANDLORD:
to Landlord, in the presence of: WEEKS SUPER PARTNERSHIP, LTD.
/s/ Xxxxxx X. Xxxxx By: /s/ A.R. Weeks Jr.
------------------- ---------------------
Name:
Its:
----------------------------
Notary Public
Signed, sealed and delivered as TENANT:
to Landlord, in the presence of: AERIAL PLATFORMS, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------- ----------------------
Name: Xxxxxx X. Xxxxxx
Its: President
----------------------------
Notary Public
ATTEST:
By: /s/ Xxxxx X. Xxxxxx
----------------------
Name: Xxxxx X. Xxxxxx
Its: Corporate Secretary
[CORPORATE SEAL]
- 16 -
17
EXHIBIT C
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS AGREEMENT, made as of the ___ day of _______________________, 19__,
between _____________________________ with offices at ________________________
("Tenant") and ___________________________________ (herein, together with its
successors, transferees and assigns, the "Mortgagee") ;
W I T N E S S E T H:
WHEREAS, Mortgagee is about to or has heretofore granted to _____________,
a Georgia partnership (the "owner") a first mortgage loan, which loan in
secured by a security deed (herein "Mortgage") dated as of ___________________,
19__ and duly recorded on _______________________________________, 19__ in the
land records of Gwinnett County, Georgia; and
WHEREAS, the Mortgage is to be a first and prior lien upon the Owner's fee
estate In the real property described in Exhibit "A" annexed hereto ("Mortgaged
Premises"); and
WHEREAS, Tenant In occupying a portion of the Mortgaged Premises under a
lease dated an of ___________________________________, 19___ in which Owner is
Landlord (the "Lease") covering that portion of the Mortgaged Promises therein
more particularly described (the "Leased Promises"); and
WHEREAS, Tenant desires to be assured of its continued and undisturbed
occupancy of the Leased Promises should the Mortgage be foreclosed or the
Mortgaged Promises sold pursuant to any power of sale contained therein and
Mortgagee in agreeable thereto.
NOW THEREFORE, in consideration of the mutual covenants contained In this
Agreement and in further consideration of the sum of ONE DOLLAR ($1.00) each to
the other in hand paid, the receipt whereof in hereby acknowledged, Tenant and
Mortgagee mutually covenant and agree an follows:
FIRST: The Lease and all of Tenant's rights, interest and estate therein
and thereunder are hereby made subject and subordinate to the lien of the
Mortgage and to any extensions, renewals, replacements, modifications,
additions or consolidations thereof and to all rights, title and interest of
Mortgagee and its successors and assigns therein and thereunder.
SECOND: In the event, however, proceedings shall ever be instituted by
Mortgages to foreclose or liquidate the Mortgage to foreclose or liquidate the
Mortgage, the Tenant's possession of its leased portion of the Mortgaged
Premises shall not be disturbed by the foreclosure proceedings
18
and the Mortgaged Promises shall be sold at any foreclosure sale subject to
Tenant's possession on condition that:
(a) there shall be, at, the time of commencement of foreclosure
proceedings, an well an all subsequent times, no default by Tenant in
the due and timely observance and performance of any covenant and
agreement in. the Lease to be observed and performed by Tenant; and
(b) the Tenant shall not have entered into any agreement modifying any
term, condition or agreement of the Mortgagee-approved Lease without
the prior written consent of Mortgagee.
THIRD: Tenant shall attorn to Mortgagee while Mortgages is in possession
of the Mortgaged Premises, or to a Receiver appointed in any action or
proceeding to foreclose the Mortgage. In the event of the completion of
foreclosure proceedings and sale of the Mortgaged Premises or in the event the
Mortgagee should otherwise acquire possession of the Mortgaged Premises, the
Tenant will promptly upon demand attorn to the purchaser at the foreclosure
sale or to Mortgagee, as the case may be, and will recognize such purchaser or
the Mortgagee as the Tenant's landlord. The Tenant agrees to execute and
deliver, at any time and from time to time, upon the request of the Mortgagee
or the purchaser at the foreclosure sale, as the case may be, any Instrument
which may be necessary or appropriate to such successor landlord to evidence
such attornment. The Tenant shall,, upon demand of the Mortgagee or any
Receiver or purchaser at the foreclosure sale, pay to the Mortgagee or to such
Receiver or purchaser, an the case may be, all rental monies then due or an
they thereafter become due.
FOURTH: Upon the attornment provided for in preceding Paragraph THIRD the
Tenant's occupancy shall thereafter be in full force and effect as under a
direct Lease between Mortgagee, the Receiver or the purchaser At the
foreclosure sale, as the case may be, and Tenant. it is specifically understood
and agreed that Mortgagee or any such Receiver or purchaser shall not be:
(a) liable for any act, omission, negligence or default of arty prior
landlord, or
(b) subject to any offsets, claims or defenses which Tenant might have
against any prior landlord; or
(c) bound by any rent or additional rent which Tenant might have a d for
more than one month in advance to any prior landlord; or
(d) bound by any amendment or modification of the Lease made without the
prior written consent of the Mortgagee.
19
FIFTH: On and after the date Tenant in good standing attorns to Mortgagee
or any Receiver or subsequent owner in pursuance of its agreement herein set
forth, Mortgagee, the Receiver or such subsequent owner will undertake and
perform all subsequent obligations of the Landlord an not forth in the Lease
for the benefit of and undisturbed occupancy of Tenant under the Lease.
SIXTH: Tenant agrees it will not amend, modify nor abridge the Lease in
any way, nor cancel or surrender the same without prior written approval of the
Mortgagee other than by reason of a continued uncured material default of the
landlord under the Lease, nor will the Lease ever merge into the fee in the
event that Mortgagee acquires fee title to the Mortgaged Premises.
SEVENTH: Any notices or other communication to be given hereunder by
either party shall be In writing and shall be deemed to have been sufficiently
given or served for all purposes if sent by registered or certified rail with
return receipt requested to the other party hereto at its address above stated
or such other address of which written notification has been timely given to
the other party.
EIGHTH: Mortgagee has and shall have the continuing right to execute and
record in the Land Records of Gwinnett County, Georgia at any time, in its
unilateral discretion, a Declaration of Subordination for the purpose of
thereby subordinating its rights, title and interest in and under the Mortgage
to the rights, title and interest of Tenant under the Lease. Such Declaration
cf Subordination shall, at Mortgagee's election, operate, function and be in
full force and effect for whatever period of time Mortgagee declares therein
that it shall be in force not exceeding the term of the Lease and any
extensions thereof and the said Declaration may be voided unilaterally by
Mortgagee when it so elects.
NINTH: Tenant waives any and all rights it may have to execute and record
after the date hereof any document purporting to again or further subordinate
its right, title or interest under the Lease to the lien of either the Mortgage
or any other mortgage or deed of trust or any ground lease or any agreement
modifying or amending the Mortgage except with the written consent of
Mortgagee.
TENTH: This Agreement cannot be changed orally but only in writing signed
by both parties hereto.
ELEVENTH: This Agreement may be recorded by either party at its own
expense in the Land Records of Gwinnett County, Georgia whenever, in Its sole
discretion, either party elects so to do.
20
TWELFTH: All of the terms, covenants and conditions hereof shall run with
the Mortgaged Promises and shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused title Agreement to be
duly executed, acknowledged and delivered the day and year first above written.
SIGNED, SEALED AND DELIVERED TENANT:
in the presence of:
-----------------------
BY: /s/ Xxxxxx X. Xxxxxx
----------------------- ----------------------------
MORTGAGEE
----------------------- BY: ----------------------------
-----------------------
The undersigned Owner of the leased and mortgaged promises hereby consents
to the foregoing Agreement and agrees to be bound by and subject to the terms
thereof.
BY: ----------------------------
21
EXHIBIT D
PROTECTIVE COVENANTS
GWINNETT PARK
NORCROSS, GEORGIA
1. The exterior walls of all buildings shall be of masonry construction, its
equivalent or better. The use of materials shall be subject to the
approval of the Planning Advisory Committee.
2. No site or lot shall be used for any purpose or business which in
considered dangerous or unsafe, or which constitutes a nuisance, or in
noxious or offensive by reason of emission of dust, odor, gas, smoker
fuses or noise.
3. No loading docks shall be constructed facing any public street or highway
unless said loading dock and every part thereof is at least one hundred
(100) feet inside the right-of-way line of the street or highway on which
said loading dock fronts.
4. Outdoor storage yards shall be screened from public view and shall be
placed as to conform with the building line restrictions set forth in
Paragraph 7 of theme restrictive covenants.
5. Tenants shall not permit their employees to regularly park during business
hours on public streets within said Park. It will be the responsibility
of the said tenant, their successors, assigns, or other persons holding
under them to provide adequate off-street parking for employees and
visitors within property lines. All such parking areas shall be covered
with a hard, dust free, paved surface, All paved areas will be curbed.
6. The ratio of building coverage to the total site area will be subject to
the approval of the Planning Committee but in no case may the ratio exceed
fifty percent (50%).
7. No building shall be constructed on any lot nearer than thirty (30) feet
to the right-of-way line of street. In the case of cornet lots both
thirty (30) foot front setbacks will apply, There must be maintained a
strip of twelve (12) feet minimum of landscaped ground, landscaped in
accordance with the architects' plans, along and within the street
property lines, exclusive of drives and walks.
8. Minimum side yards shall be twenty-five (25) feet and shall aggregate
fifty (50) feet on each individually owned lot, provided, however, where
suitable the twenty-five (25) foot
22
minimum may be waived by the Planning Advisory Committee, In tits event
more than one lot shall be owned by one person or entity and In the
improvement of such lot or tract a building shall be erected on more than
one lot, then the side line restriction on the Interior line or lines
shall be waived. Provided, further, that if a part of a tract or lot
shall be shod before any improvement shall have been erected, then the
line between the part sold and the part retained shall be the property
line to which the setback restriction shall apply.
9. The tenant of any site or lot shall at all times keep the Leased
Premises, buildings, improvements and appurtenances in a safe, clean,
wholesome condition and comply in all respects with all government,
health, fire and police requirements and regulations, and any tenant will
remove at his or its own expense any rubbish of any character whatsoever
which may accumulate on said site or lot, and in the event said tenant
fails to comply with any or all of the aforesaid specifications and/or
requirements, then and only then, the owner shall leave the right,
privilege and license to enter upon the Leased Premises and make any and
all corrections or Improvements that may be necessary to meet such
standards at the expense of the tenants.
10. The tenant of any site or lot shall at all times keep the landscaping in
good order and condition. Should the tenant of any sit or lot fail to
remedy any deficiency in the maintenance of the landscaping after proper
notification by the Planning Advisory Committee, the owner hereby
expressly reserves the right, privilege and license to make any and all
corrections or improvements in landscape maintenance at the expense of the
tenant.
11. Plans and specifications for the construction, installation or alteration
of all outdoor signs shall be first submitted to and have the written
approval of Gwinnett Park, its successors or assigns, which approval shall
not be unreasonably withheld.
12. The invalidation of any one of the restrictions herein set forth or the
failure to enforce any of said restrictions at the time of its violation
shall in no event effect any of the other restrictions nor be deemed a
waiver of the right to enforce tho same thereafter.
13. Each of the above and foregoing protective covenants shall apply to owners
of property within the Gwinnett Park, an well as tenants. Wherever the
word "tenant" is used in these protective covenants, the same shall be
construed to include owners.
23
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter referred to as the
"First Amendment") is made as of the 15th day of April, 1993, by and between
WEEKS SUPER PARTNERSHIP, LTD., by WWW, Ltd., as sole general partner,
hereinafter referred to as "Landlord"), and AERIAL PLATFORMS, INC. (hereinafter
referred to as "Tenant").
WITNESSETH:
WHEREAS, Landlord is landlord and Tenant is tenant under that certain
Lease Agreement (hereinafter referred to as the "Agreement") dated May 30,
1990, for the lease of 16,000 square feet of office/warehouse space at 0000
Xxxx Xxx, Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx, and certain easements, rights and
privileges appurtenant thereto (hereinafter referred to as the "Leased
Premises"); and
WHEREAS, the Agreement will expire by its terms on May 31, 1993 and Tenant
desires to continue to occupy the Leased Premises; and
WHEREAS, Landlord and Tenant desire to enter into this First Amendment and
have agreed to provide for an extension of the Lease and a rental rate
applicable to the Leased Premises being leased by Tenant;
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by
Landlord and Tenant to one another, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
Landlord and Tenant, Landlord and Tenant amend the Agreement as follows:
1. Provided that Tenant is not in default hereunder at the time the
renewal term commences, the Agreement is hereby extended for an additional
three (3) year term effective June 1, 1993 and expiring on May 31, 1996, on all
the same terms, covenants and conditions as the original Agreement, with the
same base year as the original term, except the base monthly rental for the new
term shall be the sum of FORTY EIGHT THOUSAND AND 00/100 DOLLARS ($48,000.00)
per year payable in monthly installments of FOUR THOUSAND AND 00/100 DOLLARS
($4,000.00) due on or before the first day of each calendar month during the
term. The landscape maintenance fee shall continue at the same rate as the
original Agreement and shall continue to increase 6% annually as provided in
the Agreement.
2. Landlord shall, at Landlord's cost and expense, repair the cracks and
fill the potholes in the entrance driveway of the Leased Premises prior to June
1, 1993.
24
3. Except as expressly modified by this First Amendment, all provisions,
terms and conditions of the Agreement shall remain in full force and effect.
4. In the event a provision of this First Amendment conflicts with a
provision of the Agreement, the First Amendment shall supersede and control.
5. All terms and phrases used herein shall have the same meaning as
assigned to them in the Agreement.
6. This First Amendment shall not be of any legal effect or consequence
unless signed by Landlord and Tenant, and once signed by Landlord and Tenant it
shall be binding upon and insure to the benefit of Landlord, Tenant, and their
respective legal representatives, successors and assigns.
7. This First Amendment has been executed and shall be construed under the
laws of the State of Georgia.
25
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be
executed under seal and delivered as of the day and year first above written.
LANDLORD:
Singed, sealed and delivered WEEKS SUPER PARTNERSHIP, LTD.
in the presence of:
By: WWW, LTD., as sole general partner
----------------------------
Witness By: /s/ A.R. Weeks, Jr.
----------------------------------
Name: A.R. WEEKS, JR.
----------------------------
Notary Public
TENANT:
Signed, sealed and delivered AERIAL PLATFORMS, INC.
in the presence of:
BY: /s/ Xxxxxx X. Xxxxxx
---------------------------- ---------------------------------
Witness Name:
---------------------------------
Title: President
---------------------------- ---------------------------------
Notary Public
ATTEST:
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------
Title: CORP. SEC/TREAS.
--------------------------------
[CORPORATE SEAL]
26
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT (hereinafter referred to as the
"Second Amendment") is made as of the 6th day of March 1996, by and between
WEEKS REALTY, L.P. (hereinafter referred to as "Landlord") and AERIAL
PLATFORMS, INC. (hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, Weeks Super Partnership, Ltd. and Tenant entered into that
certain Lease Agreement dated May 30, 1990, as amended by that certain First
Amendment to Lease Agreement dated April 15, 1993 (hereinafter collectively
referred to as the "Agreement") for the lease of 16,000 sq. ft. of
office/warehouse space at 0000 Xxxx Xxx, Xxxxxxxx, Xxxxxxx which is more
particularly described in Exhibit "A" to the Agreement and certain easements,
rights and privileges appurtenant thereto (hereinafter referred to as the
"Leased Premises"); and
WHEREAS, Weeks Realty, L.P. succeeded to the interest of the Landlord
under the Agreement and is the Landlord with respect to the Leased Premises;
and
WHEREAS, the Agreement will expire by its terms on May 31, 1996 and Tenant
desires to continue to occupy the Leased Premises; and
WHEREAS, Landlord and Tenant desire to enter into this Second Amendment in
order to provide for an extension of the Agreement by Tenant upon terms and
conditions mutually acceptable to Landlord and Tenant;
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by
Landlord and Tenant to one another, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
Landlord and Tenant, Landlord and Tenant amend the Agreement as follows:
1. The Agreement is hereby extended for an additional two (2) year term
effective June 1, 1996 and continuing until midnight on May 31, 1998 on all of
the same terms, covenants and conditions as the original Agreement with the
same base year except that the base monthly rental for the new term shall be
the sum of Fifty Two Thousand Eight Hundred and 00/100 Dollars ($52,800.00) per
year payable in monthly installments of Four Thousand Four Hundred and 00/100
Dollars ($4,400.00) due on or before the first day of each calendar month
during the term. The landscape maintenance fee shall continue to increase 6%
annually as provided in the Agreement.
27
2. Except as expressly modified by this Second Amendment, all provisions,
terms and conditions of the Agreement shall remain in full force and effect.
3. In the event a provision of this Second Amendment conflicts with a
provision of the Agreement, the Second Amendment shall supersede and control.
4. All terms and phrases used herein shall have the same meaning as
assigned to them in the Agreement.
5. This Second Amendment shall not be of any legal effect or consequence
unless signed by Landlord and Tenant, and once signed by Landlord and Tenant it
shall be binding upon and inure to the benefit of Landlord, Tenant, and their
respective legal representatives, successors and assigns.
6. This Second Amendment has been executed and shall be construed under
the laws of the State of Georgia.
28
IN WITNESS WHEREOF, the undersigned have caused this Second Amendment to
be executed under seal and delivered as of the day and year first above
written.
LANDLORD:
Signed, sealed and delivered WEEKS REALTY, L.P., a Georgia limited
in the presence of: partnership
By: Weeks Corporation, a Georgia
corporation, its sole general partner
/s/Xxxx X. Xxxxx
----------------------------
Witness
/s/ Xxxxxxxxx Xxxxxxxx By: /s/ A.R. Weeks, Jr.
---------------------------- --------------------------------
Notary Public Name: A.R. Weeks, Jr.
--------------------------------
Its: Chairman/CEO
--------------------------------
[Corporate Seal]
TENANT:
Signed, sealed and delivered AERIAL PLATFORMS, INC.
in the presence of:
/s/ Xxxxxxx X. Xxxxxx
----------------------------
Witness
By: /s/ Xxxxxx X. Xxxxxx
---------------------------- --------------------------------
Notary Public Name: Xxxxxx X. Xxxxxx
--------------------------------
Title: President
--------------------------------
ATTEST:
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------
Title: Corporate Secretary/Treasurer
---------------------------------
[CORPORATE SEAL]
