Exhibit 10.15
LEASE AGREEMENT
THIS LEASE AGREEMENT made as of the 30th day of August 2005
("Lease") between CK
HOLDINGS, LLC with its principal office at 300 Compass Pointe,
Anderson, South
Carolina 29625 ("Landlord") and HAMPSHIRE DESIGNERS, INC. whose present address
is 215 Commerce Boulevard, Anderson, South Carolina 29625
("Tenant").
WITNESSETH:
Landlord hereby agrees to lease to Tenant and Tenant hereby agrees
to lease from
Landlord the building ("Building") located at 1924 Pearman Dairy
Road, Anderson,
South Carolina 29625, and the premises including the appurtenant
parking areas
(the "Premises")
designated on the plan attached hereto as Exhibit A and made a
part hereof and described on Schedule I attached hereto and made a part hereof,
legally described on the City of Anderson Tax Map No. 094-15-01-001, Tract No.
VII-A on plat prepared
by Farmer &
Simpson Engineers,
Inc., subject to the
covenants, terms, provisions and conditions of this Lease.
In consideration thereof, Landlord and Tenant covenant and agree as
follows:
1. TERM.
A.
The term of this
Lease shall be for the
period of twelve
(12) years
commencing on January 1, 2006 (the "Commencement Date") and ending on
December 31, 2017 (the "Termination Date"), plus the options to
renew
set forth in Paragraph B below (the "Term"), unless sooner terminated
or extended as provided herein, under the terms stated in Schedule
I
attached hereto.
B.
Providing
Tenant gives written notification to the Landlord on or
before December 31,
2016, (one year prior
to the expiration
of the
current Term), the Tenant, at its option, may extend this Lease under
the same terms hereof
for a four year period
commencing
January 1,
2018 and ending December 31, 2021. Further, providing the Tenant
gives
written notification
to the Landlord on or
before December 31, 2020,
the Tenant,
at its option,
may extend this Lease
for an additional
four year period
commencing January 1,
2022 and ending
December 31,
2025.
2. RENT.
A.
On or before
the first day of each
and every month
during the Term,
Tenant shall pay the
annual sum stated in Schedule I attached hereto
("Rent") in equal
monthly installments as stated in Schedule I
attached hereto to
Landlord. If the Rent
is not received within
ten
(10) days after the due date, Tenant shall pay a penalty of five
percent (5%) of the amount due, and after thirty days, plus interest
at Branch Bank &
Trust prime rate plus
two percent
(2%) per annum,
until paid in full.
Tenant agrees to
electronically
transfer to the
designated bank
account of the
Landlord the monthly rent payment
without charge to the Landlord.
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B.
Notwithstanding
the foregoing, the Rent shall be increased in the
amounts and at the
times set forth on
Schedule I, and the monthly
installments of Rent
shall be increased accordingly. If the Term
commences other than on the first day of a month or ends other than
on
the last day of the month, the Rent for such month shall be
prorated.
C.
Tenant hereby
agrees to make a make a deposit of Twenty Three Thousand
Dollars with
Landlord. Such deposit shall serve as security of
Tenant's performance
hereunder and shall
not accrue interest
during
the Term hereof. In the event that Tenant shall comply with all of
the
terms, provisions and
covenants of this Lease, the security shall be
returned to Tenant within thirty (30) days after the date fixed as
the
end of the Lease and after delivery of possession of the Premises to
Landlord.
3. POSSESSION.
In the event the
Premises shall not be completed and ready for
occupancy on the Commencement Date, this Lease shall nevertheless
continue
in
force and effect but rent shall abate until Landlord has completed its
obligations to prepare the Premises for occupancy.
4. USE OF
PREMISES.
A.
Tenant,
its successors and
permitted assigns shall use and occupy the
Premises for the sole
purpose described in Schedule I, and for no
other purposes.
B.
Tenant
shall not use or
permit the use of the
Premises or any part
thereof for any purpose prohibited by law, and Tenant
shall, at its
sole expense, comply
with and conform to all of the requirements of
all governmental
authorities having jurisdiction thereof, present or
future, relating in
any way to the
conditions, use and
occupancy of
the Premises throughout the entire Term of this Lease.
5. CONDITION OF
PREMISES. Landlord shall deliver the Premises broom clean with
no
defects and all
structural components
and utilities, including heat
pumps for heating and
cooling, shall be in good working order. Tenant
acknowledges that Tenant's taking possession of any portion of the
Premises
shall be conclusive
evidence that the Premises were in good order and
satisfactory condition
when Tenant took possession except as to latent
defects and to any items as to which Tenant notifies Landlord in writing
within thirty days after initially taking possession except for the A/C
which shall be thirty days after the commencement of the A/C
season.
6. SERVICES,
UTILITIES.
A.
Services.
Landlord shall provide the following
services during the
Term, unless otherwise stated:
(1) Electrical meters
for the Premises and adequate electrical wiring
transmission lines and
facilities for standard building lighting
fixtures and
appliances
provided
by Landlord. Tenant is
responsible for
arranging for the supply of electricity to the
Premises and shall bear the cost of replacement of ballasts and
fluorescent tubes, bulbs or lamps.
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(2) City water from the regular Building outlets for drinking,
lavatory and toilet
purposes. Tenant shall
immediately
repair
malfunctioning
systems, such as
dripping faucets or running
toilets.
B.
Communication.
Tenant shall provide, at its own expense, wiring,
junction boxes,
terminals and such other equipment necessary for data
processing and communication.
C.
Utilities.
Tenant agrees to pay
promptly, as and when the same become
due and payable,
effective with the
date of delivery of
possession,
all charges for electricity, heat, water, sewer, telephone and other
utilities supplied to the Premises during the Lease Term.
7. REAL ESTATE
TAXES. Tenant shall
pay to Landlord, as
additional rent,
the
real
estate taxes for the term as and when
due. The term "Real Estate
Taxes" shall mean the
total of all taxes and special or other assessments
levied, assessed or
imposed at any time by any governmental authority upon
or
against the Building. As to special assessments which are payable
over a
period of time
extending beyond the
term of this Lease,
only a pro rata
portion thereof,
covering the portion
of the term of this Lease unexpired
at
the time of the
imposition of such
assessment,
shall be included in
"Real Estate Taxes".
8. REPAIRS &
CLEANING. Subject to
the terms of Paragraph 9 hereof, Tenant, at
Tenant's own expense, shall (a) keep the Premises, including the elevator,
in
good order, repair and
condition at all times during the Term and
(b)
keep
the outside areas adjoining the Premises, including the parking
areas,
clean and free from dirt, rubbish, ice and snow. Tenant shall
promptly and
adequately repair all
damage to the
Premises and replace or repair all
damaged or broken
fixtures and
appurtenances, under
the supervision
and
subject to the approval of Landlord, and within any reasonable period of
time
specified by Landlord.
Tenant will keep the Premises reasonably clean
and
shall remove all trash
and dispose of same as
directed by the local
government authority. If Tenant does not do so, Landlord may, but
need not,
make
such repairs and replacements, and Tenant shall pay Landlord the
cost
thereof, including an
amount sufficient to reimburse Landlord for overhead
and
related expenses, forthwith upon being billed for same and such
amounts
shall be deemed to be
Additional Rent due
hereunder.
Landlord may, but
shall not be required
to, enter the Premises
at all reasonable
times to
make
such repairs,
alterations,
improvements
and additions as Landlord
shall desire or deem necessary to the Premises or to the Building
or to any
equipment located in
the Building or as
Landlord may be required to do by
governmental authority
or court order or decree. Further, Tenant, at
Tenant's own expense,
shall maintain the grass, plants, landscaping and
sprinkler system at the Premises.
Landlord, at its own
expense, shall
maintain and repair
the structure and the
roof of the Building. If Landlord does not do so, Tenant may, but
need not, make
such repairs,
and Landlord shall pay Tenant the cost
thereof, including an
amount sufficient
to reimburse Tenant for overhead and related expenses,
forthwith upon being
billed for same and such amounts shall be deemed to be a
deduction from Rent due hereunder.
9. ADDITIONS
AND ALTERATIONS. Tenant shall not, without the prior written
consent of
Landlord, make any material alterations, improvements or
additions to the Premises. Said consent shall not be
unreasonably withheld
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if
such alterations,
improvements or additions do not adversely affect the
Building's structure or detract from the Building's appearance from
outside
of
the Premises. If Landlord consents to said alterations,
improvements or
additions, it may
impose such conditions
with respect thereto as Landlord
deems appropriate,
including,
without limitation, requiring Tenant to
furnish Landlord with
security for the payment of all costs to be incurred
in
connection with such work, insurance against liabilities which may
arise
out
of such work, and plans and specifications plus permits necessary for
such
work. The work
necessary to make any
alterations,
improvements
or
additions to the Premises shall be done at Tenant's expense by
employees of
or
contractors
hired by Landlord,
at competitive
prices, except to the
extent Landlord
gives its prior written consent to Tenant's hiring
contractors.
Tenant shall
promptly pay to Landlord or to Tenant's
contractors, as the case may be, when due, the cost of all such
work and of
all decorating
required by reason
thereof. Upon
completion, Tenant
shall
deliver to Landlord,
if payment is made directly to contractors, evidence
of
payment, contractors' affidavits and full and final waivers of all
liens
for
labor, services or materials. Tenant shall defend and hold Landlord
and
the
Premises and
Building harmless from all costs, damages, Liens and
expenses related to
such work. All work done by Tenant or its contractors
pursuant to Paragraphs
8 or 9 shall be done in a first-class workmanlike
manner using
only good grades of materials and shall comply with all
insurance requirements and all applicable laws and ordinances and
rules and
regulations of governmental departments or agencies.
All alterations,
improvements and additions to the Premises, whether temporary
or permanent in character, made or paid for by Landlord or Tenant,
shall without
compensation to Tenant
become Landlord's
property at the
termination of
this
Lease by lapse of time or otherwise and shall, unless Landlord had requested
their removal
when Landlord consented to their installation (in which case
Tenant shall remove
the same as provided in Paragraph 19) be relinquished to
Landlord in good condition, ordinary wear and tear excepted.
10. GLASS. Tenant
agrees to replace at its expense any and all glass, which may
become broken in and
on the Premises.
Plate glass and
mirrors, if any,
shall be insured
by Tenant at its full insurable value by a company
satisfactory to Landlord.
11. SIGNAGE.
Tenant shall have the
right to install, at
its own expense,
all
exterior and interior
signage necessary of
desired in connection with its
business, provided
such signage is in compliance with governmental laws,
orders, rules and
regulations
and that such signage
shall be removed
by
Tenant, at its own
expense, prior to the termination of this Lease and
Tenant agrees to
reimburse Landlord for
expenses of repair of any damages
residual from the signage.
12. COVENANT AGAINST
LIENS. Tenant has no authority or power to cause or permit
any
lien or encumbrance of any kind whatsoever, whether created by act of
Tenant, operation
of law or otherwise to attach to or be placed upon
Landlord's title or
interest in the Building or Premises, and any and all
liens and encumbrances
created by Tenant shall attach to Tenant's interest
only. Tenant
covenants and agrees not to suffer or permit
any lien of
mechanics or materialmen or others to be placed against the
Building or the
Premises with respect
to work or services
claimed to have been
performed
for
or materials claimed
to have been furnished to Tenant or the Premises,
and,
in case of any such lien attaching, Tenant covenants and agrees to
cause it to be promptly bonded or released and removed of record.
In the
event that
such lien is not
promptly bonded or released and removed,
Landlord, at its sole
option, may take all action necessary to release and
remove such lien.
Tenant, upon notice,
shall promptly
reimburse Landlord
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for
all sums, costs and
expenses (including
reasonable
attorneys' fees)
incurred by
Landlord in connection with any lien described in this
Paragraph, and
the same shall be deemed to be Additional Rent due
hereunder.
13. INSURANCE.
Tenant shall carry
insurance during the entire Term
insuring
Tenant and Landlord as their interests may appear with terms
and coverages
and
in companies
satisfactory
to Landlord, and with such increases in
limits as Landlord may
from time to time
request, but
initially Tenant
shall maintain the following coverages in the following
amounts:
A.
In case of fire
or casualty
loss of the Building, not less than
$3,000,000 increased annually for inflation increases;
B.
In case of
personal injury to or
death of any person or persons, not
less than $l,000,000 for each injury or death to a person and
$5,000,000 for each
incident involving
personal injury or death to
more than one (1)
person, and in case of
property damage,
not less
than $2,500,000
for any one
occurrence
(Landlord shall be a named
insured under the
$10,000,000 umbrella
liability policy carried by
Tenant; and
C.
In case of fire,
sprinkler leakage, malicious mischief, vandalism, and
other extended
coverage perils,
for the full insurable
replacement
value of all additions, improvements and alterations to the
Premises
and of all office furniture, trade fixtures, office equipment,
merchandise and all other items of Tenant's property on the
Premises.
Tenant shall,
prior to the
commencement
of the Term, furnish to Landlord
certificates evidencing such coverage, which certificates shall state
that such
insurance coverage may
not be changed or canceled without at least thirty days'
prior written
notice to Landlord
and Tenant. Subject to the provisions of
Paragraph 15, Tenant
agrees to hold
Landlord harmless,
including reasonable
legal expenses in the event of injury or loss on the Premises.
14. FIRE OR
CASUALTY.
A.
Restoration/Cancellation Upon Major Damage. If the Premises or the
Building (including
machinery or equipment used in its operation) are
damaged by fire or other casualty and if such damage does not
render
all or a substantial portion of the Building or the Premises
untenantable,
Landlord shall
repair and restore the same with
reasonable promptness. If any such damage renders all or a
substantial
portion of the Building or the Premises untenantable, Landlord shall
with reasonable
promptness
after the occurrence of such damage
estimate the length of
time that will be
required to
substantially
complete the repair and restoration of such damage and shall by
notice
advise Tenant of such estimate. If such estimate is that the amount
of
time required to
substantially
complete the repair
and restoration
will exceed
ninety (90) days from the date
such damage occurred,
either Landlord or Tenant shall have the right to terminate this
Lease
as of the date of such notice upon giving notice to the other at any
time within
ten (10) days
after Landlord gives Tenant the notice
containing said estimate (it being understood that Landlord may, if
it
elects to do so, also give such notice of termination together with
the notice containing such estimate). Unless this Lease is
terminated
as provided in the
preceding sentence,
Landlord shall proceed with
reasonable promptness to repair and restore the Premises.
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B.
Rent
Abatement.
In the event any such
fire or casualty
damage not
caused by the act or
neglect of
Tenant, its agents or servants,
renders the Premises,
or any part thereof,
untenantable and if
this
Lease shall not be
terminated pursuant to
Paragraph 14(A) hereof
by
reason of such damage,
rent shall abate
during the period
beginning
with the date of such
damage and ending with
the date when
Landlord
tenders the
Premises to Tenant as
being ready for
occupancy.
Such
abatement shall be in
an amount bearing
the same ratio to the
total
amount of rent for such period as the portion of the Premises not
ready for occupancy from time to time bears to the entire
Premises.
15. LIMITATION OF
LIABILITY
A.
Notwithstanding
anything to the contrary contained in this Lease,
neither the
Landlord, its principals, shareholders, directors,
officers,
contractors,
agents, employees
or assigns ("Landlord
Parties") shall be
liable to Tenant or its partners, principals,
shareholders,
directors, officers,
contractors,
agents, employees,
invitees, sub
lessees, assignees, licensees or any other person
or
entity claiming through or under Tenant for any loss, injury or
damage
to Tenant or to any other person or entity, or to its or their
property, or for any inconvenience, annoyance, interruption or
injury
to business arising
from (i) Landlord
performing
any maintenance,
repairs, alterations,
additions or
improvements in or to any portion
of the Building
or the demised
premises or in or to the fixtures,
equipment or
appurtenances of the
Building or the
demised premises
(nor shall Tenant or
any other person or
entity be entitled
to any
abatement or suspension of its obligation to pay fixed annual
rent or
any additional rent or any other obligations hereunder or be
construed
to be constructively or otherwise evicted on account of the
foregoing),
irrespective of the cause of such lo
