Exhibit 10.22
FIRST AMENDMENT TO LEASE
This FIRST AMENDMENT TO LEASE (this "Amendment") is made this
1st day of July, 1993 by and between INTERMEAD, INC. (successor in
interest to The Mead Corporation), an Ohio corporation qualified to
transact business in Virginia (the "Lessor") and STANLEY FURNITURE
COMPANY, INC. (formerly known as Stanley Interiors Corporation), a
Delaware corporation qualified to transact business in Virginia
(the "Lessee").
RECITALS
A. Pursuant to a certain Lease dated as of October 15, 1979
between The Mead Corporation, as lessor, and Stanley Interiors
Corporation, as lessee, as amended by a certain Settlement
Agreement and Amendment to Asset Purchase Agreement and Lease dated
as of March 10, 1981 (collectively, the "Lease"), the Lessee
currently leases from Lessor certain real property situated in
Henry County, Virginia; Franklin County, Virginia; City of
Waynesboro, Virginia; Moore County, North Carolina; and Rowan
County, North Carolina (collectively, the "Leased Premises").
B. Pursuant to a certain Assignment of Lease dated as of
February 1, 1982, The Mead Corporation assigned its interest in the
Lease to the Lessor. In addition, pursuant to a deed dated the
same day, The Mead Corporation conveyed the Leased Premises to the
Lessor, by deed recorded prior hereto, subject to the terms of the
Lease.
C. The Lessor and the Lessee now desire to amend the Lease as
hereinafter provided.
AGREEMENTS
NOW, THEREFORE, for and in consideration of Ten Dollars
($10.00) and other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto do hereby covenant and agree as follows:
1. Release of a Portion of the Leased Premises from the Terms
of the Lease. Notwithstanding the provisions of Article XVIII of
the Lease, the Lessor and Lessee have agreed to sell that portion
of the Leased Premises located in the City of Waynesboro, Virginia,
as more particularly described on Exhibit A attached hereto and
incorporated herein by this reference (the "Release Parcel").
Accordingly, as of the date hereof and contemporaneous with the
sale of the Release Parcel to Shenandoah Properties, L.C., a
Virginia limited liability company ("Shenandoah"), the Release
Parcel shall be deleted from the definition of the Leased Premises
as set forth in the Lease and shall thereafter no longer be subject
to the terms and conditions contained in the Lease.
2. Reaffirmation of the Provisions of Article XVIII with
respect to the Remaining Portion of the Leased Premises.
Notwithstanding the sale of the Release Parcel to Shenandoah, the
Lessee shall, provided it is not then in default in any of its
obligations under the Lease to pay money to the Lessor, have the
option during the remaining term of the Lease to purchase, subject
to the provisions of Article XVIII of the Lease, the remainder of
the Leased Premises or that portion of the remainder of the Leased
Premises used in the business of the Stanley Division or the Norman
Division (as those terms are defined in the Lease).
3. Rent. Notwithstanding the sale of the Release Parcel to
Shenandoah and the release of the Release Parcel from the terms and
conditions of the Lease, the Lessor and the Lessee hereby agree
that the rent set forth in Article II of the Lease shall continue
to be paid as set forth therein throughout the basic term and any
renewal term of the Lease.
4. Binding Effect. This Amendment shall be binding upon the
parties hereto and their respective successors and assigns.
5. Ratification and Conflict. Subject to the terms and
provisions contained herein, the Lessor and the Lessee do hereby
reaffirm and ratify the Lease. In the event of any conflict
between the Lease and this Amendment, this Amendment shall control
and prevail.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment, all pursuant to due and proper authority:
LESSOR: INTERMEAD, INC.,
an Ohio corporation
By: s/Jane B. Fisher
Title: President
LESSEE: STANLEY FURNITURE COMPANY,
INC., a Delaware corporation
By: s/Douglas I. Payne
Title: VP - Treasurer
STATE OF Virginia :
CITY OF Waynesboro :
The foregoing instrument was acknowledged before me this 8th
day of July, 1993, by Douglas I. Payne, as VP - Treasurer of the
STANLEY FURNITURE COMPANY, INC., a Delaware corporation, on behalf
of such corporation.
My commission expires: August 31, 1993
s/Carol P. Knicely
Notary Public
[NOTARY SEAL]
STATE OF North Carolina :
CITY/COUNTY OF Stokes :
The foregoing instrument was acknowledged before me this 1st
day of July, 1993, by Jane B. Fisher, as President of the
INTERMEAD, INC., an Ohio corporation, on behalf of such
corporation.
My commission expires: 12-10-95
s/Bonnie D. Hartsoe
Notary Public
EXHIBIT A
Waynesboro, Virginia Property:
The following described real estate situate in Waynesboro
City, Virginia, and being particularly described as follows:
Tract 1: Fronting on Charlotte Avenue and Fifth Street, being
more particularly described by metes and bounds, on a plat
made by W. A. Crawford, C.L.S., dated December 9, 1963,
entitled "Map of the Basic-Witz Furniture Industries Prop.,
Waynesboro, Virginia," as recorded in Plat Book 2, Page 34, in
the office of the Clerk of the Circuit Court of Waynesboro,
Virginia.
Tract 1 is subject to a lease of the Office Building from
The Mead Corporation to Crompton Company, Inc. dated October
11, 1978, to run from January 1, 1979 through December 21,
1983 with two one year renewal option periods.
Tract 2: Lots Nos. 1 through 24 and 29 through 48 in Block
23; the Lot shown on the Beltline Railroad; that portion of
Fourth Street from North Charlotte Avenue to the Beltline
Railroad; that portion of Dinwiddie Avenue from Third Street
to Fourth Street; and the alley between Third Street and
Fourth Street in Block 23, all as described on a plat made by
John McNair & Associates, dated September 25, 1968 and revised
October 30, 1968, entitled "Plat of a Portion of the Property
of Basic-Witz Furniture Industries, Inc."
Tract 3: Fronting on Fifth Street, and described on a plat
attached to a deed from the City of Waynesboro, Virginia to
Basic-Witz Corporation dated February 29, 1968, as recorded in
Book 79 page 750 in the office of the Clerk of the Circuit
Court of Waynesboro, Virginia, as parcel "A" and parcel "B".
Tract 4: Lots Nos. 28, 32, and 33 in Block 19; Lots Nos. 25
and 26 in Block 18; as described on a plat of the lands of the
Basic City Mining, Manufacturing & Land Company, as recorded
in Deed Book 109, pages 134 and 135 in the office of the Clerk
of the Circuit Court of Augusta County, Virginia.
Tract 5: BEGINNING at a point N63 degrees 24' 30"W 9.21 feet
from the intersection of the north line of Lot 1 Block 23 with
the northwest right-of-way line of Charlotte Avenue, thence
from the point of beginning N63 degrees 24' 30"W 155.79 feet
to a point, thence N26 degrees 35' 30"E 91.1 feet to a point
in the southwest right-of-way line of Bridge Avenue, thence
with the new southwest line of Bridge Avenue S33 degrees 5'
30"E 180.48 feet to the point of BEGINNING, containing 7,096
square feet.
Tract 6: Lot No. 29 in Block 19, as described in the plat of
the land of the Basic City Mining, Manufacturing & Land
Company, as recorded in Deed Book 109, pages 134 and 135 in
the office of the Clerk of the Circuit Court of August County,
Virginia.
Tract 7: BEGINNING at a point at the intersection of the
northerly margin of the Belt Line Railroad and the westerly
margin of Bridge Avenue; thence with the westerly line of
Bridge Avenue to a point in the center of the South River;
thence in a westerly direction following the thread of the
South River to a point, being the corner of the property shown
on a plat made by W. A. Crawford, C.L.S., dated December 9,
1963, entitled "Map of the Basic-Witz Furniture Industries
Prop. Waynesboro, Virginia", as recorded in Plat Book 2, page
34, in the office of the Clerk of the Circuit Court of
Waynesboro, Virginia; thence with the line of that property
S60 degrees 00'E 419.2 feet to a point in the northerly margin
of the Belt Line Railroad; thence with the northerly margin of
the railroad in an easterly direction to the point of
BEGINNING.