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Exhibit Number 10.51
Please record and return to:
A. Michael Lee, Esq.
Jones, Day, Reavis & Pogue
303 Peachtree Street, NE
Suite 3500
Atlanta, Georgia 30308
Tax Parcel No. _____________
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED (this "Deed") is made as of the, 30th day of
August, 1999 by JPS CONVERTER & INDUSTRIAL CORP., a Delaware corporation,
successor by merger to JPS Converter and Yam Corp., formerly known as JPS
Acquisition and Yam Corp., having an office at 33 Stevens, Greenville, South
Carolina 29605 (the "Grantor") to RICHARD N. HODGES having a mailing address of
203 Pell Avenue, Rocky Mount, Virginia 24151 and JIMMY LAW having a mailing
address of 203 Pell Avenue, Rocky Mount, Virginia 24151 (collectively, the
"Grantee").
WITNESSETH:
That Grantor, for and in consideration of the sum of $10.00 and for
other good and valuable consideration in hand paid to Grantor by Grantee, the
receipt and sufficiency of which are hereby acknowledged, does hereby GRANT,
BARGAIN, SELL AND CONVEY unto Grantee, its successors and assigns, in fee
simple, with special warranty of title, all that certain lot or parcel of
ground, together with the improvements and appurtenances in anywise belonging,
situate, lying and being in Franklin County, Virginia (the "Property"), to-wit:
See Exhibit "A" attached hereto and incorporated herein by reference.
This conveyance is expressly made subject to all recorded easements,
conditions, restrictions, and agreements to the extent that the same are valid
and subsisting and applying to the Property or any part thereof and to such
state of facts as would be disclosed by a survey or inspection of the Property.
TO HAVE AND TO HOLD the Property together with all and singular the
appurtenances and hereditaments thereunto belonging or in any wise appertaining,
unto Grantee and Grantee's successors and assigns in fee simple forever.
PROVIDED, HOWEVER, that, by its acceptance hereof, Grantee covenants
and agrees that, for a period of two (2) years from the date hereof, Grantee,
its legal representatives, successors, and or assigns will not directly or
indirectly, compete with Grantor by carrying on a business on the
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Property which is substantially similar to the business of weaving synthetic
fabrics (the "Business"). Grantor represents and warrants to Grantee that it has
been carrying on such Business within one hundred miles of the Property. By its
acceptance hereof, Grantee hereby acknowledges that the acquisition of the
Property is good and valuable consideration received it for the covenants and
undertakings described herein, and such covenants and undertakings are ancillary
to the sale of the Property, and such covenants and undertakings shall run with
the Property.
For the purposes of this Deed, the term "compete" shall mean with
respect to the Business: (i) managing, supervising, or otherwise participating
in a manufacturing, management or sales capacity in the manufacturing,
distribution, marketing and sale of synthetic fabrics, (ii) calling on,
soliciting, taking away, accepting as a customer or attempting to call on,
solicit, take away or accept as a customer any individual, partnership,
corporation, limited liability company or association that is or was a customer
of Grantor during the twelve calendar month period immediately prior to the date
hereof, or (iii) for the period covered hereby, entering into or attempting to
enter into any business substantially similar to the Business, either alone or
with any individual, partnership, corporation, limited liability company or
association.
For the purposes of this Deed, the words "directly or indirectly" as
they modify the word "compete" shall mean (i) acting as an agent,
representative, consultant, officer, director, independent contractor, or
employee of any entity or enterprise which is competing with the Business, (ii)
participating in any such competing entity or enterprise as an owner, partner,
limited partner, joint venturer, creditor or stockholder (except as a
stockholder holding less than one percent (1%) interest in a corporation whose
shares are actively traded on a regional or national securities exchange or in
the over-the-counter market), and (iii) communicating to any such competing
entity or enterprise the names or addresses or any other information concerning
any past, present, or identified prospective broker or customer of Grantor as of
the date hereof.
IN WITNESS WHEREOF, Grantor has caused this Deed to be executed as of
the day and year first above written.
GRANTOR:
JPS CONVERTER & INDUSTRIAL CORP., a
Delaware corporation
By: /s/ Reid A McCarter
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Name: REID A MCCARTER
Title: President
Attest: T. Dean Holtzclaw
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Name: T. DEAN HOLTZCLAW
Title: Corp. Adm. Mgr.
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COMMONWEALTH OF VIRGINIA ss.
ss.
CITY/COUNTY OF ____________ss.
The undersigned, a Notary Public in and for the aforesaid jurisdiction,
does hereby certify that Reid McCartr, the President of JPS CONVERTER &
INDUSTRIAL CORP., a Delaware corporation (the "Company"), party to the foregoing
Deed, personally appeared before me in said jurisdiction, being personally well
known to me (or satisfactorily proven) as the President of the Company and
acknowledged said Dee to be the act and deed of the aforesaid Company, and the
he delivered the same as the President of the Company.
GIVEN UNDER MY HAND AND SEAL this 30 day of August, 1999.
/s/ Connie S. Hawthorne
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Notary Public
My Commission Expires: [NOTARY SEAL]
7/21/2005
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EXHIBIT A
(legal description)
All that certain lot, piece or parcel of land, with all improvements
thereto belonging, lying and being in the County of Franklin, State of Virginia,
and described as follows:
TRACT A
Beginning at a 1/2" iron pin found located on the Northerly
right-of-way of Pell Avenue Route 40 (variable right-of-way) at its intersection
with the Easterly right-of-way of Donald Avenue (30 foot right-of-way); thence
along the right-of-way of Pell Avenue South 79(degrees) 44'12" West 34.61 feet
to a 1/2" iron pin found and the True Point of Beginning; thence along said
right-of-way South 80(degrees) 48'09" West 149.63 feet to a point; thence
continuing along said right-of-way along a curve to the left an arc distance of
113.96 feet to a railroad spike, said arc having a radius of 598 feet and a
chord which bears South 75(degrees) 20'35" West a distance of 113.79 feet;
thence leaving said right-of-way North 49(degrees) 48'03" East 230.92 feet to a
1/2" iron pin found; thence South 40(degrees) 11'58" East 126.13 feet to a 1/2"
iron pin found and the True Point of Beginning, containing 0.311 acre, and being
a portion of the same parcel of land conveyed to JPS Acquisition Converter and
Yarn Corp. by deed from J.P. Stevens & Co. Inc., which deed bears date of May 9,
1988, and is of record in the Clerk's Office of the Circuit Court of Franklin
County, Virginia, in Deed Book 0431, at page 00006.
Being the same parcel of land shown in that survey prepared for JPS
Converter and Industrial Corp. by Philip W. Nester, Inc., dated August 9, 1999,
Job No. 193-99.
TRACT B
Beginning at a 1/2" iron pin found located on the Northerly
right-of-way of Pell Avenue Route 40 (variable right-of-way) at its intersection
with the Easterly right-of-way of Donald Avenue (30 foot right-of-way); thence
North 40(degrees) 11'58" West 96.91 feet to a 1/2" iron pin found; thence North
23(degrees) 56'58" West 86.40 feet to a 1/2" iron pin found; thence North
07(degrees) 41'55" West 74.30 feet to a 1/2" iron pin found; thence North
40(degrees) 11'58" West 130.10 feet to a 1/2" iron pin found; thence North
61(degrees) 45'01" East 37.58 feet to a fence post; thence North 28 degree
16'28" West 61.70 feet to a point on the Southerly right-of-way of the Norfolk
and Southern Railroad (100 foot right-of-way), said point bearing South
28(degrees) 16'28" East 1.21 feet from a 1/2" iron pin found; thence along said
right-of-way along a curve to the right an arc distance of 358.92 feet to a
point, said arc having a radius of 1383.00 feet and a chord which bears North
66(degrees) 12'43" East a distance of 357.91 feet; thence continuing along said
right-of-way North 73(degrees) 38'48" East 550.15 feet to a 1/2" iron pin set,
said point bearing South 02(degrees) 58'08" East 2.03 feet from a 1/2" iron pin
found; thence leaving said right-of-way South 25(degrees) 37'24" East 369.96
feet to an axle found on the Northerly right-of-way of Pell Avenue Route 40;
thence along said right-of-way South 64(degrees) 09'12" West 670.10 feet to a
VDOT monument; thence continuing along said right-of-way along a curve to the
right an arc distance of 236.60 feet to a 1/2" iron pin found, said arc having a
radius of 831.14 feet and a chord which bears South 72(degrees) 18'30" West a
distance of 235.80 feet, said point being the point of beginning, containing
9.177 acres and being the same parcel of land conveyed to JPS Acquisition
Converter and Yarn Corp. by deed from J.P. Stevens & Co. Inc., which deed bears
date of May 9, 1988, and is of record in the Clerk's Office of the Circuit Court
of Franklin County, Virginia, in Deed Book 0431, at page 00006.
Being the same parcel of land shown in that survey prepared for JPS
Converter and Industrial Corporation, by Philip W. Nester, Inc., dated August 9,
1999, Job No. 193-99.
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St. R. Tax 337.50
Co. R. Tax 112.50
Transfer 1.00
Clerk 12.00
Lib.(145) 1.00
Grantor Tax 225.00
TTF _________ 3.00
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Total $ 692.00
VIRGINIA: CLERK'S OFFICE OF THE CIRCUIT COURT OF FRANKLIN COUNTY
The foregoing instrument with acknowledgment was admitted to record on
September 3, 1999, at 10:06 a.m. in D.B. 658 Page 918
Teste:
Alice S. Hall, Clerk
By: /s/ , Dep. Clerk
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