EXHIBIT 10.1
AGREEMENT OF LEASE BETWEEN ADJ CORPORATION AND
CHAMPION PUBLISHING, INC.
THIS AGREEMENT OF LEASE is made as of the
1st day of November , 2008, between ADJ CORP, a
West Virginia corporation, hereinafter called "Lessor," and
CHAMPION PUBLISHING, INC., a West Virginia corporation, hereinafter
called "Lessee."
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Demise of
Premises . Lessor hereby
demises and leases to Lessee and Lessee hereby accepts and leases
from Lessor, for the term and upon the terms and conditions
hereinafter set forth, the easternmost 35,000 square feet of the
first floor warehouse space (being the same side of the building as
the office space), (the "Demised Premises" or Premises") of the
building situate on the real property described in Exhibit A
attached hereto and incorporated herein by reference (the
"Building"), together with the right to use, in common with others,
the existing paved parking and entryways adjacent to said
Premises.
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Term. The term of this lease shall be sixty
(60) commencing on November 1, 2008, and ending at 11:59 p.m.
on October, 2013, both dates inclusive, unless sooner terminated as
hereinafter provided or unless renewed.
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3.
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Rent . Lessee shall pay to Lessor, as rental for
the occupation and use of the Premises for and during the original
term hereof, a total rental of $420,000.00 payable monthly in
advance in equal installments of $7,000.00 each for the original
term of 60 months hereof, the first of such installments being
payable on the 1st day of November, 2008, and the remaining
installments being due and payable on the 1st day of each calendar
month thereafter.
All rental
shall be payable to Lessor at Post Office Box 1754, Huntington,
West Virginia, 25718, or at such other place as Lessor may direct
in writing.
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Taxes and
Fees . Lessee shall
promptly pay fifty (50%) percent of all taxes and assessments
against or allocated to the Building as and when they become due
for tax periods after the signing of this Lease. Lessee will pay
all taxes and assessments levied against the equipment or other
property which is not located on or which Lessee may erect, install
or have located on the Premises. Taxes for the current year shall
be prorated between Lessor and Lessee as of the date of
commencement of this Lease. In the even Lessee fails to pay the
applicable tax bill when due, Lessor may, but shall not be
obligated to, pay the tax bill and the amount so paid together with
interest at the rate of eighteen (18%) percent per annum from the
date of payment shall be deemed additional rent due hereunder and
shall be paid by Lessee not later than the date the next
installment of rent shall become due hereunder.
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Lien for
Rent . Lessee covenants
and agrees that Lessor shall have and is hereby given a lien upon
the leasehold estate herein created and upon all of the property of
Lessee of every kind and character which shall come upon the
Demised Premises at any time during the term of this lease or any
extension hereof to secure the payment of all of the rent and other
sums whatsoever which are or shall become due Lessor under the
terms of this lease and such lien shall be paramount to any other
liens placed or suffered thereon by Lessee. For the purpose of
enforcing such lien, Lessor shall have and is hereby given the
right to distrain for all of such rent and other sums in the manner
and form as provided by the laws of the State of West Virginia. The
lien and right given Lessor in this paragraph shall be cumulative
and in addition to all other rights and remedies which it now has
or may hereafter have under this lease and the laws of the State of
West Virginia.
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Construction
and Alterations by Lessee . Lessee may after having first obtained the
written consent of Lessor, and at Lessee's full cost and expense
alter or construct improvements upon the Demised Premises, or make
alterations or site improvements to the Demised Premises, such as
may be necessary or incidental to the purposes and uses for which
the Premises are leased. All such improvements shall, at the option
of Lessor, become a part of the Demised Premises and shall be the
sole property of Lessor upon the termination of this
Lease.
a. Mechanic's and Material Liens.
The Lessor shall not be liable for any labor or materials furnished
to the Lessee and the mechanic's or other lien for such labor and
materials shall not attach to or effect the Lessor's interest in
the Demised Premises. The Lessee hereby agrees to pay any
mechanic's or other lien, or to discharge any such lien by bond or
deposit or provide an escrow deposit sufficient for that purpose
upon request of the Lessor, and failing to do so, the Lessor may,
without having an obligation to do so, upon giving fifteen (15)
days written notice to the Lessee, pay or discharge the same and
the amount so paid or deposited together with interest at the rate
of eighteen (18%) percent per amlum shall be deemed additional rent
due hereunder and payable when the next installment of rent shall
become due.
b.
The Lessee shall be responsible for obtaining all required
licenses, approvals or permits for any of the construction,
alteration or installation allowed by this lease. Lessee shall be
solely responsible for all work in connection with the alterations
and construction and shall be solely responsible for assuring that
all work is completed in a good and workmanlike manner and in
conformity with all federal, state and local laws and regulations,
including, without limitation, the Americans With Disabilities Act,
and shall indemnify and hold Lessor harmless from any loss, cost or
expense, including attorney fees, in, arising out of, or relating
to, Lessee's failure to comply with the provisions of this
paragraph.
c. Upon full compliance with all terms hereof, and at the
termination hereof, Lessee shall have the right and obligation to
remove any and all of its furniture, furnishings, or equipment then
located on the Premises and to dispose of the same. Lessee agrees
that such removal of personal property shall occur within ten (10)
days after the termination or cancellation of this lease or any
extension thereof. Lessee shall notify Lessor in writing thirty
(30) days prior to termination of this lease by its terms or within
five (5) days after cancellation of this lease by Lessor or Lessee
of its election to remove said property or said property may, at
Lessor's option, be and become the property of Lessor. If Lessor
shall elect not to retain the property it may be removed by Lessor
at Lessee's expense.
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Permissible
Use . The Lessee shall
during the continuance of this lease, use said Demised Premises for
office administration purposes and shall neither use nor suffer the
same to be used for any other purpose without the prior written
consent of the Lessor, which consent shall not be unreasonably
withheld. Lessee shall conduct and manage the Demised Premises in
proper and orderly manner and will not allow the Demised Premises
or any part thereof to be used for any illegal or immoral purpose
and will not carry on or permit upon said Demised Premises any
offensive, noisy, or dangerous trade, business, manufacture or
occupation of a nuisance. Lessee shall not alter the drainage of
the Premises. Lessee agrees that if Lessee's actions have the
effect of creating a nuisance or interference with the lawful
rights of any other parties or may constitute a violation of any
law, ordinance, rule, regulation or the like, then Lessee shall be
responsible for taking all corrective action in relation thereto
and with respect to which Lessor shall cooperate at Lessee's sole
cost and expense.
Lessee hereby
represents and warrants that no "Hazardous Substances", as defined
hereinafter, have been or will be discharged, dispersed, released,
stored, treated, generated, dis- posed of, or allowed to escape on
the Premises. For purposes of this lease, "Hazardous Substances"
shall mean and include those elements or compounds which are
contained in the list of hazardous substances adopted by the United
States Environmental Protection Agency ("EPA") and the list of
toxic pollutants designated by Congress or the EPA or defined by or
in or pursuant to 42 U.S.C. ' 9601 or any other Federal, state or
local statute, law, ordinance, code, rule, regulation, order or
decree regulating, relating to, or imposing liability or standards
of conduct concerning any hazardous, toxic or dangerous waste,
substance or material, as now or at any time hereafter in effect.
The Lessee shall, at its expense, take all necessary remedial
action(s) in response to the presence of any Hazardous Substances
in, on, under or about the Premises. The Lessee shall be solely
responsible for, and shall indemnify and hold harmless the Lessor,
its directors, officers, employees, agents, successors and assigns
from and against any loss, cost, expense or liability of any kind
directly or indirectly arising out of or attributable to the use,
generation, storage, release, threatened release, discharge,
disposal, or presence of Hazardous Substances in, on, under or
about the Premises, including, without limitation: (i) all
foreseeable consequential damages; (ii) the costs of any required
or necessary repair, cleanup or detoxification of the Premises, and
the preparation and implementation of any closure, remedial or
other required plans; and (iii) all reasonable costs and expenses
incurred by the Lessor in connection with any of the matters
addressed in this paragraph, including but not limited to
reasonable attorney's fees. The Lessee shall, upon the request of
Lessor, provide the Lessor with a bond or letter of credit, in form
and substance satisfactory to the Lessor, in an amount sufficient
to cover the cost of any required remedial action.
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Maintenance
of Premises . Lessee
shall maintain all portions of the Premises and adjoining areas in
a clean, orderly, sanitary condition, free of any unlawful
obstructions. Lessee hereby assumes the fall and sole
responsibility for the condition, operation, repair, replacement,
maintenance and management of the Premises except that Lessor shall
be responsible for any repairs or replacement to the fundamental
structure (roof, exterior walls, foundation) or utility systems.
Lessee further agrees that it will commit no waste on the
Premises.
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Compliance
with Laws . The Lessee at
its sole expense shall comply with all laws, orders, and
regulations of federal, state, county, and municipal authorities,
and with any direction of any public officer, pursuant to law,
which shall impose any duty upon the Lessor or the Lessee with
respect to the Demised Premises. The Lessee, at its sole expense,
shall obtain all licenses or permits which may be required for the
conduct of its business within the provisions of this Lease, or for
the making of any permitted repairs, alterations, improvements or
additions, and the Lessor, where necessary, will join with the
Lessee in applying for all such permits or licenses.
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Utilities . Lessee shall pay all charges for utility
services for the Premises, including but not limited to, gas,
water, heat, electricity, trash removal and other services used in
or about or supplied to the Premises and shall indemnify Lessor
against any liability on such account. Except when due to the
negligence of Lessor, Lessor shall not be liable for any failure of
any utility service or for injury to person (including death) or
damage to property resulting from steam, gas, water, heat,
electricity, rain or snow which may flow or leak from any
part
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