EXHIBIT 99.1
MASTER LEASE AMENDMENT
TO THE LEASE AGREEMENTS DESCRIBED
BELOW
BETWEEN
WAL-PAT, LLC
AND
FLANDERS/PRECISIONAIRE CORP
T his Master Lease
Amendment (the
“Amendment”) , executed by the
parties on September 6, 2007, (the “Amendment Effective Date”), between WAL-PAT, LLC, a North
Carolina limited liability company ( hereinafter “Lessor”) and
FLANDERS/PRECISIONAIRE CORP,
a North Carolina corporation
(hereinafter “Lessee”)
(both of which may collectively be referred to as
the “ Parties ”) , amends each of the Lease Agreements between Lessor and Lessee
described below (together, the “ Leases ”, and individually, a
“ Lease ”) as follows:
RECITALS:
WHEREAS, Lessor and Lessee entered into the
following Leases as of the effective dates shown below:
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Location
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Effective Date
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900 Carpenters Crossing
Folcroft, PA
|
February 1, 2006
|
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350 Page Road
Washington, NC
|
December 8, 2005
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1109 New Hope Road
Raleigh, NC
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January 1, 2006
|
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5440 N. E. Greenville Boulevard
Greenville, NC
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April 1, 2006
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1050 J. Cole Road
Boise, ID
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April 1, 2006
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2502 Wehring Road
Rosenburg, TX
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May 1, 2007
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10575 S.W. Latham Street
Clarkton, NC
|
July 1, 2006
|
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1418 Wal-Pat Road
Smithfield, NC
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January 1, 2006
|
WHEREAS, the Parties wish to amend each Lease in
certain respects.
NOW THEREFORE, in consideration of the rents and the
mutual agreements contained herein, the Parties hereby agree as
follows:
|
1.0
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RENT: Paragraph b. Adjusted
Base Rent , in each Lease is deleted in
the entirety.
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2.0
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NOTICE FOR SALE OR TRANSFER OF PREMISES OR EQUITY
INTERESTS IN WAL-PAT. Lessor agrees to provide Lessee at least
thirty (30) days advance notice of any (i) proposed sale, transfer
or exchange of any Premises or (ii) any proposed sale, transfer or
assignment of a majority of the equity interests in Lessor to a
party other than Steve Clark or Robert Amerson. The purpose of
thirty (30) days advance notice is to provide Lessee adequate time
to evaluate its options and rights as set forth in this
Amendment.
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3.0
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SALE OR TRANSFER OF PREMISES/EQUITY OF LESSOR: Upon
a (i) proposed sale, exchange or other transfer of the Premises, or
(ii) any proposed sale, transfer or assignment of a majority of the
equity interests in Lessor to a party other than Robert Amerson or
Steve Clark, Lessee shall have the option of either (i) continuing
the Leases on their current terms, or (ii) negotiating new lease
terms with the transferee/new owners of the Premises or Lessor. If
the Lessee is unable to negotiate acceptable revised lease terms
and conditions with the transferee/new owners of the Premises or
Lessor, Lessee shall have the right to terminate the subject Lease
or Leases for the Premises with 60-days notice to Lessor in which
event Lessee will have no further liabilities or obligations to
Lessor or transferee/new owners of the Premises/Lessor, other than
obligations for rent and other occupancy costs through the
effective date of lease termination as set forth in Lessee’s
notice of lease termination to Lessor.
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4.0
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RIGHT OF FIRST REFUSAL:
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a.
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If Lessor shall receive a bona fide offer, solicited
or unsolicited, from a third party (the “Proposed
Purchaser”) to purchase the Premises and is willing to accept
such bona fide offer, Lessor shall promptly send written notice
(the “Notice”) to the Lessee offering to sell the
Premises to the Lessee at the same price and upon the same terms
and conditions that are contained in the bona fide offer from the
Proposed Purchaser. The Notice shall contain a true and complete
copy of the bona fide offer, setting forth the price and all terms
and conditions with the names and addresses of the Proposed
Purchaser.
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b.
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Whenever, under this Agreement, a bona fide offer to
purchase the Premises has been received, and written notice thereof
has been sent to the Lessee by the Lessor, the Lessee shall have
the right (but not the obligation) to purchase the Premises by
giving written notice of acceptance to the Lessor within ninety
(90) days after receipt of the Notice. Lessee shall have an
additional period of ninety (90) days to close upon the purchase of
the Premises.
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c.
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If the Lessee shall not
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