AMENDMENT TO LEASE
This Amendment to Lease is entered into by and between RDC, Inc.
("Lessor") and Culp, Inc. ("Lessee"), and relates to that certain Lease
Agreement dated November 1, 1993 (the "Lease") by and between Lessor and
Lessee for the Premises located at 555 McFarland Avenue in Walker County,
Georgia, and more particularly described herein. Unless the context
requires otherwise, capitalized or defined terms used herein shall have the
same meaning as given to them in the Lease.
The parties hereby agree that the Lease is amended as follows:
1. PREMISES. The "Premises" shall be those portions of the real
property located at 555 McFarland Avenue in Walker County, Georgia as are
described on Schedule A attached hereto.
2. TERM AND OPTION TO RENEW. The term of the Lease shall be
extended for a period of three (3) additional years, terminating on April
30, 1998, at 12:00 P.M.
Lessee shall have the option to extend the term of the Lease for one
(1) additional period of three (3) years commencing on May 1, 1998 and
terminating on April 30, 2001, which option must be exercised by Lessee in
writing at least twelve (12) months prior to the end of the term as
extended by this Amendment. Notice of exercise of the renewal option shall
be effective when received or when deposited in the United States Mail,
postage prepaid, correctly addressed and sent certified, return receipt
requested.
If the option to extend the term of the Lease for an additional period
of three (3) years beginning May 1, 1998 is exercised, beginning on May 1,
1998 (the "Adjustment Date") the rent shall be increased in a proportion
reflecting the total increase in the Consumer Price Index for the preceding
three year period, which increase shall be calculated as follows: multiply
the May 1, 1995 rental rate by a fraction, the numerator of which is the
Consumer Price Index, United States -- All Items for All Urban Consumers
for May 1, 1998 and the denominator of which is such index figure on the
same basis for May 1, 1995.
3. RENT. Beginning May 1, 1995, Lessee shall pay rent to Lessor in
the amounts and for the specified portions of the Premises as set forth on
Schedule A attached hereto and made a part hereof. Rent shall be payable
monthly on the first day of each month during the term of the Lease.
4. PARKING. Lessor agrees that during the term of this Lease and
any extensions thereof, it will at all times make available (at no
additional cost to Lessee) adequate parking for Lessee and its employees in
quantities sufficient to support Lessee's intended use of the Premises.
5. ENVIRONMENTAL MATTERS. Lessor acknowledges that asbestos is
present in the Premises, as disclosed by asbestos surveys previously
obtained by Lessor. Lessor agrees to take prompt action, at Lessor's
expense, to remedy all of the asbestos situations disclosed by such surveys
including, without limitation, compliance with all recommendations
contained in such surveys.
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Lessee agrees to prepay rent (in an aggregate amount not to exceed
$125,000) to Lessor in the amount of and on or prior to the due dates of
Lessor's expenses to third parties required for the asbestos remediation
described above. Such amounts will be applied equally to the rent
payments due from Lessee to Lessor beginning with the month
after such payment by Lessee through April 30, 1998.
Lessor and Lessee know of no additional violations relating to the
Premises of any Environmental Laws at the present time. However, if any
such additional violations are subsequently discovered and remedial action
is required to bring the Premises into compliance with any Environmental
Law or is required by the federal or state environmental agencies, such
remedial action will be taken by Lessor at Lessor's expense; provided,
however, that if Lessor can show that the violation of the Environmental
Laws first occurred after November 1, 1993 and was caused by the actions of
the Lessee, then the cost of remedial action with respect to the violation
that occurred after November 1, 1993 shall be borne by Lessee as provided
in Paragraph 30 of the Lease.
6. TAXES. Through April 30, 1995, Lessee shall pay all real
property taxes on the Premises as the term Premises is described in the
Lease. On and after May 1, 1995 through the term of the Lease, including
any extensions thereof, Lessee shall pay all real property taxes on the
Premises as defined in this Amendment to Lease. Beginning with the date
of this Amendment, during the term of the Lease, including all extensions,
Lessor shall forward invoices for real property taxes to Lessee promptly
upon receipt
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thereof from taxing authorities, along with an appropriate allocation
of such taxes showing the amount due with respect to the Premises.
After May 1, 1995, the allocation shall be made in accordance with the
provisions of Schedule B attached hereto. On or before December
15 of each year during the term of the Lease, Lessee will pay the real
property taxes allocable to the Premises to the appropriate taxing
authorities. For all tax parcels of which the Premises is a portion,
Lessor shall pay the real property taxes allocable to the portions of such
tax parcel or parcels that do not constitute part of the Premises before
the delinquency date thereof. If Lessor does not make such payment, Lessee
may, at its option, but without any requirement that Lessee do so, pay such
taxes as may be delinquent on any tax parcel of which the Premises is a
part, and may thereupon make demand for immediate reimbursement to Lessee
by Lessor, which Lessor shall immediately pay to Lessee. Until such
reimbursement has been paid in full, Lessee may withhold rent payments due
to Lessor in full or partial satisfaction of Lessor's reimbursement
obligation. It is further agreed that the real property taxes on the
Premises for the last year of the Lease, which shall be the property taxes
from January 1 of such year through April 30 of such year, shall be based
on the taxes for the previous year and shall be paid on or before the last
day of the term of the Lease by Lessee to Lessor, and Lessor shall pay the
taxing authority for such taxes.
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7. APPLICABLE LAW. The Lease and all amendments thereto shall be
construed in accordance with the laws of the State of Georgia.
8. REFERENCES. Any reference to "Landlord" in the Lease shall be
deemed to refer to "Lessor," and any reference to "Tenant" shall be deemed
to refer to "Lessee."
9. OTHER PROVISIONS UNAFFECTED. Except as expressly amended hereby,
the terms and conditions of the Lease are hereby ratified and shall remain
in full force and effect.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment to
Lease as of the 4th day of November, 1994.
RDC, INC.
By: /s/ W. Frank Hutchinson
CULP, INC.
By: /s/ Franklin N. Saxon
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SCHEDULE A
LEASE AGREEMENT BETWEEN RDC, INC. AND CULP, INC.
Building Sq./Ft $ Sq./Ft $ Per Mo. $ Per Yr.
Novelty Yarn 44,875 $ 1.50 $ 5,609.38 $ 67,312.50
Warping Plant-Concrete 35,821 1.50 4,477.63 53,731.50
Warping Plant-Wood 51,094 0.50 2,128.92 25,547.00
Finishing/Inspection 60,150 1.55 7,769.38 93,232.50
#8 Warehouse 41,185 1.55 5,319.73 63,836.75
Tasland Plant 48,048 0.45 1,801.80 21,621.60
Sample 6,666 1.25 694.38 8,332.50
Office 9,000 1.50 1,125.00 13,500.00
Accounting 9,666 1.50 1,208.25 14,499.00
TOTAL +\- 306,505 $ 1.16 $30,134.47 $361,613.35
35.062% AVERAGE
SCHEDULE B
Allocation of property tax to Culp, Inc. by RDC, Inc. will be based on
square footage occupied by Culp, Inc. (306,500 sq. ft.) versus total square
footage in the complex (874,181 sq. ft.)