Exhibit 10.33


 


LEASE
AGREEMENT


 


THIS
LEASE AGREEMENT (this
“Lease”) is made as of the 31st day of May, 2004 by and between SHADOWMOSS PROPERTIES, LLC., a South Carolina limited
liability company (“Landlord”), and ROLLER BEARING COMPANY OF
AMERICA, INC., a Delaware corporation (“Tenant”).


 


WITNESSETH


 


Subject
to the terms and conditions hereinafter set forth, Landlord does hereby let and
lease unto Tenant those certain premises (the “Premises”) comprising the
Improvements (as defined in Section 5 below) to be located on the
real property (the “Land”) containing approximately 2.121 acres located
in the City of Hartsville, County of
Darlington and State of South Carolina commonly referred to as 2268 South 5th
Street and being more particularly described on Exhibit A attached
hereto and by reference made a part hereof, and all appurtenances thereto.


 


TO HAVE AND TO HOLD the
Premises and appurtenances upon the terms and conditions hereinafter set forth.


 


1.             Building Size:  It shall be
understood by both Landlord and Tenant that Landlord agrees to build on the
Land a commercial building of approximately 24,322 square feet and that final
plans and specifications will be presented to Tenant for approval prior to the
commencing of construction.


 


2.             Term; Renewal:  Subject to Section 5,
the term of this Lease (the “Term”) shall begin on the first day of
August, 2004 (the “Commencement Date”) and end on the last day of
September, 2014, subject to extension as set forth below. Provided Tenant is
not then in default hereunder beyond the expiration of any applicable notice
and cure periods, Tenant shall have the right and privilege to extend the Term
for three (3) periods of five (5) years each upon all of the same
terms and conditions herein set forth, including rental.  If Tenant elects to exercise its right to
extend the Term of this Lease as herein provided, Tenant must give Landlord
written notice of such election at least ninety (90) days prior to the
expiration of the then-current Term. 
Notwithstanding the forgoing, in the event Tenant has sublet the
Premises or any portion thereof prior to the expiration of the Term hereof to
anyone other than a Permitted Transferee (as defined in Section 15),
Tenant shall not have the right to thereafter extend the Term as herein provided.


 


3.             Rental: During the Term,
Tenant shall pay to Landlord for the use and occupancy of the Premises rental
at the rate of ninety thousand dollars and no cents ($90,000.00) per year,
payable in equal monthly installments of seven thousand five hundred dollars
and no cents ($7,500.00) in advance on or before the fifth day of each and
every calendar month.  It is further
understood and agreed by Landlord and Tenant that the above rental figures are
based upon estimated prices for the Improvements and may require adjustment in
the event actual costs are substantially different from those estimates. Such
adjustment shall be calculated by applying a factor of $87.00 for every ten
thousand dollars ($10,000.00), or pro-rata portion thereof, that the actual cost
is different from the estimated cost of $987,227.00, with the resulting figure
being either added to or subtracted from the monthly rental contained herein
and becoming a part of this Lease as if it had been originally written. Not
withstanding the provisions of this Section 3, in the event such a
rental adjustment shall become necessary it shall be only after mutual
agreement of Landlord and Tenant and shall be evidenced by written amendment to
the Lease, signed by both parties.


 


4.             Payment of Rental:  All rental payments provided herein shall be
made payable to


 





















 


Landlord at 2586 Kelleytown
Road, Hartsville, South Carolina 29550 until prior written notice to the
contrary is given by Landlord.


 


5.             Improvements and Delivery of
Premises:


 


(a)           Landlord agrees that
it will cause to be developed upon the Land a building containing approximately
24,322 square feet with parking area (collectively, the “Improvements”),
substantially in accordance with the plans and specifications (the “Plans”)
referenced on Exhibit B attached hereto and by this reference made
a part hereof.  Landlord covenants that
the Improvements shall be constructed in compliance with all applicable
governmental laws, rules, directives, ordinances and regulations (collectively,
“Laws”). Landlord warrants that all of the Improvements shall be
constructed in a good and workmanlike manner and free from defects for twelve
(12) months following the Commencement Date. 
Landlord shall assign to Tenant any and all warranties and guaranties of
third parties held by Landlord, with respect to the Improvements, that extend
beyond the twelve (12)-month period, for enforcement directly by Tenant. If a
warranty or guaranty is not assignable, then Landlord shall enforce it for the
benefit of Tenant, as directed by Tenant. 
Landlord shall notify Tenant in writing at least ten (10) days
prior to completion of the Improvements. 
Such notice shall state the date of which the Improvements shall be
available for occupancy by Tenant and, together with a certificate of occupancy
from the appropriate local governing authority and a certificate of substantial
completion from Landlord’s architect, shall constitute delivery of possession
on the date specified.  Prior to the
Commencement Date, Tenant shall inspect the Premises, Landlord shall
demonstrate all building systems and Landlord and Tenant shall prepare and
execute a punch list.  The punch list
shall list incomplete, minor and insubstantial details of construction,
necessary mechanical adjustments, and needed finishing touches.  Landlord shall complete the punch list items
within thirty (30) days after the Commencement Date.  Landlord shall promptly correct any latent
defects as they become known to Landlord or if Tenant notifies Landlord within
thirty (30) days after Tenant first learns of the defect.


 


(b)           In the event the
Improvements have not been completed by August 1, 2004, then in such case
the Commencement Date shall become the first day of the next month following
the completion and the Term of ten (10) years shall begin on such date.
Rental payments shall be pro-rated for any portion of a month in which Tenant
shall occupy the Premises for business prior to the Commencement Date.  Notwithstanding the foregoing, Tenant shall
have the right to occupy the Premises prior to the Commencement Date without
the obligation to pay any rental for the purpose of installing its furniture,
fixtures and equipment and other matters preparatory to its occupancy for
business. Landlord shall coordinate with Tenant’s contractors, and allow such
contractors into the construction area to perform while work is ongoing and
without such installation constituting acceptance or occupancy of the Premises.


 


6.             Taxes and Assessments:  Tenant shall pay all city and county ad
valorem taxes and assessments levied against the Premises during the Term prior
to the same becoming delinquent provided sufficient written notice (at least
thirty (30) days) has been provided by Landlord.  Taxes for any year in which Tenant occupies
the Premises for less than a full year will be pro-rated to the number of
months during which Tenant actually occupied the facility.


 


7.             Insurance:  At all times during the Term:


 


(a)           Tenant shall, at its
expense, maintain on the Premises a policy of fire and extended coverage insurance,
with vandalism and malicious mischief endorsements to the full replacement
value thereof, and will furnish to Landlord a certificate showing the issuance
of such coverage and naming Landlord or any other designated party as
additional insured and/or loss payee.


 


2





















 


Such coverage shall not be
subject to cancellation except after thirty (30) days to Landlord or Landlord’s
lender.


 


(b)           Tenant shall
maintain public liability and property damage insurance with liability limits
of not less than $500,000. per person and $1,000,000. per occurrence and property damage limits of not
less than $100,000. per occurrence, with an
aggregate coverage of  $200.000. insuring all liability of Tenant  and its authorized representatives arising
out of and in connection with Tenant’s use or occupancy of  the Premises.


 


(c)           Tenant agrees that
it will defend, indemnify, protect and hold harmless Landlord from any loss,
damage, expense, or injury to persons or property resulting from Tenant’s use
and occupancy of the Premises, except to the extent resulting from the
negligence or willful misconduct of Landlord or Landlord’s agents, employees,
invitees or contractors.


 


(d)           Tenant shall assume
the risk of loss for its personal property (fixtures and equipment) on the
Premises and Landlord shall have no interest in the proceeds of insurance
thereon, if any.


 


(e)           Landlord shall
defend, indemnify, protect and hold harmless Tenant from any loss, damage,
expense, or injury to persons or property resulting from Landlord’s default
under this Lease or the negligence or willful misconduct of it or its agents,
employees, invitees or contractors, except to the extent resulting from the
negligence or willful misconduct of Tenant or Tenant’s agents, employees,
invitees or contractors.


 


8.             Use of Premises:  Tenant shall have
the right to use the Premises only for the purpose of manufacturing, testing
and the assembling of bearing and any other products that Tenant may be
producing at the time of the execution of this Lease or may produce in the
future, and all uses incidental to the foregoing. With respect to Tenant’s use
of the Premises, Tenant shall comply with all Laws of any lawful authority
having jurisdiction over the Premises or the adjacent public streets including
without limitation making, at its own expense, all alterations to the Premises
required by any such authority. Landlord warrants and covenants that, at the
time of delivery to Tenant, the Premises shall comply with all Laws. Without
limiting the generality of the foregoing, Tenant shall make such arrangements
for the storage and disposition of all garbage and refuse as may be required to
keep the Premises and all adjoining entry ways, sidewalks and delivery areas in
the manner required by law and in as neat and orderly condition as may be
reasonably obtainable given the nature of Tenant’s business. Except to the
extent specifically set forth above, Landlord shall comply, at Landlord’s sole
cost and expense, with all Laws that are applicable to all or any part of the
physical condition and occupancy of the Improvements or the Land, or relate to
the performance by Landlord of any duties or obligations to be performed by
Landlord under this Lease.


 


9.             Maintenance:


 


(a)           Landlord’s Covenant
to Maintain: Landlord, at its own expense, shall be responsible for
repairing the foundation, exterior structural walls, bearing walls, roof,
support beams and columns, window frames, windows, doors and floor slabs of the
Premises unless same are damaged as a result of the negligence or willful
misconduct of Tenant, its agents, or invitees, in which event, Tenant shall be
responsible for and shall provide for such repairs. On default of Landlord in
making such repairs, Tenant may, but shall not be required to, make such
repairs for Landlord’s account. Landlord may, at its option, do such additional
repairs and/or renovations as it shall deem necessary.


 


3





















 


(b)           Tenant’s Covenant
to Maintain:  Except as set forth in subsection 9(a) above,
Tenant shall, at its own expense, maintain and make all necessary repairs to
the Premises and to the pipes, HVAC system, plumbing system, window glass,
fixtures, and all other appliances and appurtenances belonging thereto and all
equipment used in connection with the Premises, and to the sidewalks and curbs
adjoining or appurtenant to the Premises. 
Such repairs, interior and exterior, shall be made promptly as and when
necessary. All repairs shall be in quality and class at least equal to the
original work. On default of Tenant in making such repairs, Landlord may, but
shall not be required to, make such repairs for Tenant’s account, and the
expense thereof shall constitute and be collectable as additional rent. Tenant
will not commit any undue waste on the Premises and will conform with all
applicable Laws respecting the use and occupancy thereof. At the termination of
this Lease, Tenant will surrender the Premises to Landlord in substantially as
good condition of repair as when received, ordinary wear and tear, damage by
fire, repairs that are Landlord’s responsibility hereunder, the elements and
unavoidable casualty excepted.


 


10.           Damage or Destruction by Casualty:



 


(a)           Except as provided
in subsections (b) and (c) of this Section 10, in
the event of damage to or destruction of the Premises by fire or other insured
casualty, Landlord, at its sole expense, shall promptly restore the Premises as
nearly as possible to its condition prior to such damage or destruction. All
insurance proceeds received by Landlord pursuant to the provisions of this
Lease, less the cost, if any, of such recovery, shall be held in trust and
applied by Landlord to the payment of such restoration, as such restoration
progresses.


 


(b)           If the Premises are
destroyed or so damaged by fire or other casualty such that repair of such
damage shall require 120 days or more, Tenant may terminate this Lease on
notice of at least ten (10) days and no more than thirty (30) days.  Such notice shall be given within sixty (60)
days after the date of such damage or destruction.  If the Lease shall so terminate, all rent
shall be apportioned to the date of termination and all insurance proceeds
shall belong to Landlord.


 


(c)           If the Premises are
damaged by fire or other casualty to the extent of fifty percent (50%) or more
of its replacement value in the last two (2) years of the Term, then
either Landlord or Tenant may terminate this Lease by giving notice of at least
ten (10) days and no more than thirty(30) days.  Such notice shall be given within sixty (60)
days after such damage.  If Landlord
elects to terminate this Lease as herein provided, Tenant may reinstate this
Lease by exercising any then existing option to renew the Term by written
notice to Landlord within fifteen (15) days of Tenant’s receipt of Landlord’s
termination notice.  Upon receipt of such
reinstatement notice from Tenant, Landlord, at its sole expense, shall promptly
restore the Premises as nearly as possible to its condition prior to such
damage.


 


(d)           Any disbursement of
insurance proceeds by a holder of a deed of trust shall be deemed to have been
made by Landlord.


 


(e)           Rent shall abate
from the date of the casualty until restoration is complete and Tenant can
resume use of the Premises for the purpose to which it was put immediately
prior to the casualty.


 


(f)            If repair of the
Premises is not completed by Landlord within 120 days after the date of its
damage or destruction, then Tenant may terminate this Lease by written notice
to Landlord at any time after the expiration of said 120-day period and
before completion of said repairs.


 


4





















 


11.           Utilities:  During the Term, Tenant shall pay
for all lights, heat, water, sanitary sewer fees, and other utilities required
by it in the use of the Premises.  As
part of the construction of the Improvements, Landlord shall cause all such
utilities to be brought to the Premises.


 


12.           Signs:  Tenant may install such signs on
the Premises as it may deem appropriate provided it shall have first obtained
all required approvals, licenses and/or permits of all applicable authorities.


 


13.           Alterations, Fixtures and
Equipment:  Tenant, at its own expense, may, in a good
workmanlike manner, make alterations or improvements on the Premises as it
shall deem necessary in the conduct of its business without, however,
materially altering the basic character of such premises.  Any trade fixtures, equipment and other
personal property installed in or attached to the Premises by or at the expense
of Tenant shall remain the property of Tenant, and Tenant shall have the right
at any time to remove any and all of such personal property, fixtures and/or
equipment; provided however, that in such event Tenant shall repair all damage
to the Premises resulting from such removal. 
Notwithstanding the foregoing, it is understood by the parties that
Tenant contemplates improving the Premises by constructing an addition of up to
approximately twenty-five thousand (25,000) square feet to accommodate Tenant’s
business needs.  Landlord shall not
unreasonably withhold, condition or delay its consent to any such addition by
Tenant.


 


14.           Landlord’s Entry:  Landlord shall have the right to enter upon
the Premises at all reasonable times during the Term for the purpose of
inspection, maintenance, repair and alteration of the Premises and Landlord
shall have the right during the last 90 days of the Term to enter the Premises
to show the same to prospective tenants or purchasers. Notwithstanding the
foregoing, except in emergencies, all entries by Landlord shall be: (i) at
reasonable times and after at least twenty-four (24) hours’ prior oral or
written notice to Tenant; (ii) conducted so as not to unduly interfere
with Tenant’s use and occupancy of the Premises; and (iii) subject to
Tenant’s reasonable security and confidentiality requirements from time to time
(including the accompaniment of a Tenant representative if necessary in Tenant’s
sole discretion).


 


15.           Assignment and Sublease:  Tenant may, after
obtaining written consent of Landlord, assign this lease or sublet the premises
or any part thereof but such assignment or subletting shall not in any way
release Tenant from its liability to carry out and perform in the manner herein
set forth any of the other covenants and conditions of this Lease.  Such consent to assign or sublet referenced
above shall not be unreasonably withheld, conditioned or delayed by
Landlord.  Notwithstanding anything to
the contrary herein, Tenant may, without the prior notice to or consent of
Landlord, assign this lease or sublease all or any part of the Premises to
(such assignee or subtenant is referred to herein as a “Permitted Transferee”):
(i) an entity controlled by, controlling or under common control with
Tenant, or in which Tenant owns a legitimate, substantial and material interest
for a legitimate purpose; or (ii) an entity acquiring or succeeding to
substantially all of the business, or substantially all of a business unit, of
Tenant, by merger, spin-off, reorganization, consolidation, acquisition (of
assets or equity) or otherwise.  For this
purpose “control” shall mean the possession of the power to direct or cause the
direction of the management and policies of such entity through the ownership
of a sufficient percentage of voting securities.


 


16.           Default: 


 


(a)           Tenant’s Default:  If Tenant shall be in default in the payment
of any rent due hereunder or in the performance of any of the covenants or
conditions hereof, and shall fail to correct and rectify such default within
thirty (30) days from the receipt of written notice thereof from Landlord, or
if


 


5





















 


Tenant shall be adjudicated
bankrupt, or make any assignment for the benefit of creditors, or if the
interest of Tenant herein shall be sold under execution or other process,
Landlord may enter into the Premises, and again have and repossess the same by
any legal process as if the Lease had not been made and shall thereupon have
the right to cancel this Lease, without prejudice, however, to the right of
Landlord to recover all rent due to the time of such entry.  In case of any such default and entry,
Landlord shall relet the Premises from time to time during the Term for the
highest rent obtainable and may recover from Tenant any deficiency between such
amount and the rent herein reserved.


 


(b)           Landlord’s
Default:  If Landlord defaults in
performance of its obligations hereunder, Tenant shall have such rights and
remedies as shall be provided by law and in equity and Landlord shall reimburse
Tenant for its reasonable attorneys’ fees in prosecuting any successful suit
against Landlord for enforcement of this Lease. Any litigation between the
parties hereto in connection with this Lease or the Premises shall occur in
Gwinett county, Georgia and in accordance with applicable Georgia law.


 


17.           Remedies Cumulative-Nonwaiver:  No remedy herein or otherwise conferred upon
or reserved to Landlord or Tenant shall be considered exclusive of any other
remedy, but the same shall be distinct, separate and cumulative and shall be in
addition to every other remedy given hereunder, or now or hereafter existing at
law or in equity; and every power and remedy given by this Lease to Landlord or
Tenant may be exercised from time to time as often as occasion may arise, or as
may be deemed expedient.  No delay or
omission of Landlord or Tenant to exercise any right or power arising from any
default on the part of the other shall impair any such right to power, or shall
be constructed to be a waiver of any such default or an acquiescence thereto.


 


18.           Eminent Domain:  If any part of the Premises is taken under
the power of eminent domain (including any conveyance made in lieu thereof),
and such taking shall in the reasonable judgment of Tenant make the operation
of Tenant’s business on the Premises impractical, then Tenant shall have the
right to terminate this Lease by giving Landlord written notice of such
termination within thirty (30) days after such taking.  If Tenant does not so elect to terminate this
lease, Landlord at its own expense will repair and restore the Premises to a
tenantable condition, and the rental to be paid by Tenant hereunder shall be
equitably reduced in proportion to the reduction in square footage of the
Premises.  All proceeds and awards from
any such taking shall be the sole property of Landlord, except that Tenant
shall have the right to make a separate claim for compensation for moving
expenses, interruption of or damage to Tenant’s business, and any of its
property.


 


19.           Notices:  All notices provided in this Lease shall be
in writing and shall be sent by prepaid registered or certified mail or
overnight delivery with a nationally-recognized courier with return receipt to
the parties as follows:  to Landlord at
2586 Kelleytown Road, Hartsville, South Carolina 29550, and to Tenant at Attn:
Corporate Risk Manager, 60 Round Hill Road, Fairfield, Connecticut 06824, with
a simultaneous copy to Tenant at Attn: Plant Manager, 2268 South Fifth Street,
Hartsville, South Carolina 29550.  Either
party may, from time to time by notice as herein provided, designate a
different address to which notices to it shall be sent.  Receipt of any notice shall be evidenced by
the date of receipt or rejection on the return receipt.  Notices to either party may be given by the
attorney for the other party acting on behalf of such other party.


 


20.           Holding Over:  If Tenant shall for any reason hold over at
the end of the Term, Tenant shall become a tenant from month-to-month at the
rental payable hereunder and otherwise upon the covenants and conditions
contained herein.


 


21.           Subordination:  Tenant will, upon request by Landlord,
subject and subordinate all or


 


6





















 


any of its rights under this
Lease to any and all mortgages and deeds of trust now existing or hereafter
placed on the property of which the Premises are a part; provided, however,
that Tenant will not be disturbed in the use or enjoyment of the Premises so
long as it is not in default hereunder beyond the expiration of any applicable
notice and cure period.  Tenant agrees
that this Lease shall remain in full force and effect notwithstanding any
default or foreclosure under any such mortgage or deed of trust and that it
will attorn to the mortgagee, trustee or beneficiary of such mortgage or deed
of trust, and their successor or assigns, and to the purchaser or assignee
under any such foreclosure.  Tenant will,
upon request by Landlord, execute and deliver to Landlord, or to any other
person designated by Landlord, any reasonable instrument or instruments
reasonably required to give effect to the provisions of this Section 21.


 


22.           Transfer of Landlord’s Interest:  In the event of the sale, assignment or
transfer by Landlord of its interest in the Premises or in the Lease (other
than a collateral assignment to secure a debt of Landlord) to a
successor-in-interest who has a net worth of at least one million dollars
($1,000,000.00) and who expressly assumes in writing the obligations hereunder,
except with respect to such obligations as shall have accrued prior to any such
sale, assignment or transfer, Tenant agrees to look solely to such
successors-in-interest of Landlord for performance of Landlord’s obligations
under this Lease.  Any securities given
by Tenant to Landlord to secure performance of Tenant’s obligations hereunder
may be assigned and transferred by Landlord to such successor-in-interest of
Landlord, and, upon acknowledgment by such successor of  receipt of such security and its express written
assumption of the obligation to account to Tenant for such security in
accordance with the terms if this Lease, Landlord shall thereby be discharged
of any further obligation relating thereto. 
Landlord’s assignment of this Lease or of any or all of its rights
herein shall in no manner affect Tenant’s obligations hereunder.  Tenant shall thereafter attorn and look to
such assignee, as Landlord, provided Tenant has first received written notice
of such assignment of Landlord’s interest. Notwithstanding anything to the
contrary herein, Landlord shall not sell the Land or the Premises or any
interest therein prior to the Commencement Date.  If Landlord breaches the preceding covenant,
Tenant shall have the right to take over completion of the construction of the
Improvements on the account of Landlord.


 


23.           Estoppel Certificate:  Within ten (10) business days after
request therefor by Landlord or any mortgagee or trustee under a mortgage or
deed of trust covering the Premises, or, if upon the sale, assignment or other
transfer of the Premises by Landlord, an estoppel certificate shall be required
from Tenant, Tenant shall deliver in recordable from a statement to any
proposed mortgagee or other transferee, or to Landlord, certifying any facts
that are true with respect to this Lease, including without limitation (if such
be the case) that this Lease is in full force and effect, that Tenant is in
occupancy of the Premises, and that there are no defenses or offsets to the
Lease claimed by Tenant. Within ten (10) business days after request
therefor by Tenant, Landlord shall deliver in recordable from a statement to
Tenant or any person or entity directed by Tenant, certifying any facts that
are true with respect to this Lease, including without limitation (if such be
the case) that this Lease is in full force and effect, and that there are no
defenses or offsets to the Lease claimed by Landlord.


 


24.           Possession and Warranty:  Landlord represents, warrants and covenants
that: (i) it is seized of the Premises in fee simple, free of all liens,
encumbrances, easements, claims, leases, restrictions and restrictive covenants
except as shown on Exhibit A hereto and has the good right and
lawful authority to enter into this Lease for the full Term; (ii) it will
put Tenant in actual possession of the Premises at the beginning of the Term; (iii) Tenant,
upon paying the said rental and performing the covenants herein agreed by it to
be performed, shall peaceably and quietly have, hold and enjoy the Premises and
appurtenances thereto; and (iv) there are no restrictions in the chain of
title, ordinances, regulations or other Laws that are presently binding and
enforceable and prohibit the use of the Premises for the purpose herein before
set out.


 


7





















 


25.           Tenant’s Environmental
Representations and Warranties:


 


(a)           Tenant shall at all
times make a good faith effort to comply with, and not be in violation of,  in connection with its use, maintenance or
operation of the Premises and the conduct of the business related thereto, any
applicable Laws relating to environmental matters, including by way of
illustration and not by ways of limitation: (i) the Clean Air Act; (ii) the
federal Water Pollution Control Act of 1972; (iii) the Resource
Conservation and Recovery Act of 1976; and (iv) the comprehensive
environmental Laws of South Carolina.


 


(b)           Without limiting the
generality of subsection (a), above, Tenant shall: (i) at all
times use its best efforts to receive, handle, use, store, treat, ship and
dispose of all hazardous substances, petroleum products and waste in strict
compliance with all applicable environmental, health, or safety statutes,
ordinances, orders, rules, regulations or requirements; and (ii) remove
prior to the termination of this Lease from and off the Premises, all hazardous
substances, petroleum products and wasted released on the Premises by Tenant.


 


(c)           No hazardous or
toxic materials, substances, pollutants, contaminants or waste will be released
by Tenant into the environment, or deposited, discharged, placed or disposed of
by Tenant at, on or adjacent to the Premises except in compliance with all
environmental laws.


 


(d)           Tenant shall
immediately notify Landlord of any notices of any violation of any of the
matters referred to in subsections (a) through (c) relating to
the Premises of this use.


 


(e)           At any time during
the Term or thereafter, including after the termination of this Lease, Tenant
covenants as its sole cost and expense, to remove or take remedial action with
regard to any materials released by Tenant to the environment at, on or
adjacent to the Premises during the Term for which any removal or remedial
action is required pursuant to Law, provided: (i) no such removal or
remedial action shall be taken except after reasonable advance written notice
to Landlord; and (ii) any such removal or remedial action shall be
undertaken in a manner so as to minimize any impact on the business conducted
at the Premises or any adjacent property.


 


(f)            Tenant shall at all
times during the Term retain any and all liabilities arising from the handling,
treatment, storage, transportation of disposal of hazardous or toxic materials,
substances, pollutants, contaminants, petroleum products or wastes by Tenant
whether stored by Tenant in tanks owned by Landlord or Tenant.


 


(g)           Tenant shall
indemnify and hold Landlord harmless from and against any and all: (i) liabilities,  losses, claims, damages (including, without
limitations, interest, penalties, fines and monetary sanctions), and costs; and
(ii) reasonable attorneys’ and accountants’ fees and expenses, court costs
and all other reasonable out-of-pocket expenses reasonably incurred or suffered
by Landlord by reason of, resulting from, in connection with, or arising in any
manner whatsoever out of the breach of any warranty or covenant, or the
inaccuracy of any representation of Tenant made by Tenant in this Lease.


 


(h)           All representations,
warranties, covenants, agreements and indemnities of Tenant shall survive the
termination of this Lease and shall not be affected by any investigation by or
on behalf of Landlord or by any information Landlord may have or obtain with
respect thereto.


 


26.           Nature and Extent of Agreement:  This instrument contains the complete
agreement of the parties regarding the terms and conditions of the lease of the
Premises and there are no oral or written


 


8





















 


conditions, terms,
understandings or other agreements pertaining thereto which have not been
incorporated herein.  This instrument
creates only the relationship of landlord and tenant between the parties hereto
as to the Premises, and nothing herein shall in any way be constructed to
impose upon either party hereto any obligations or restrictions not herein
expressly set forth.


 


27.           Binding Effect:  This Lease shall be binding upon and shall
insure to the benefit of the parties hereto and their respective successors and
assigns.


 


28.           Right of First Offer:


 


(a)           Before Landlord
sells the Land and/or the Premises or any part thereof (the “Property”),
it must notify Tenant in writing of its intention to sell and Tenant shall have
the right to purchase the Property upon the terms and conditions set forth in
this Section 28.  Tenant
shall have sixty (60) days to notify Landlord of its binding intention to
purchase the Property at its appraised value as determined by an appraisal
obtained by each of Landlord and Tenant within thirty (30) days after Tenant’s
notice.  If the two appraisers cannot
agree upon the valuation, they shall select a third appraiser and the value of
the Property as determined by a majority of the appraisers shall bind the
parties. Failure of Tenant to send such notice within sixty (60) days shall be
deemed Tenant’s waiver of its option to purchase the Property, subject to the
terms and provisions of this Section 28.


 


(b)           If Tenant decides
not to purchase the Property from Landlord pursuant to subsection 28(a),
Landlord agrees not to sell the Property to any entity that will be in
competition with Tenant at the site.


 


(c)           If Tenant waives, or
is deemed to have waived, its right to purchase the Property, Landlord shall be
free to sell or transfer the Property, with no further obligation to Tenant
under this Section unless either of the following conditions shall apply: (i) within
ninety (90) days after the waiver or deemed waiver, Landlord has not entered
into a contract for the sale or transfer of the Property; or (ii)  within
one hundred fifty (150) days after the waiver or deemed waiver, Landlord has
not sold the Property.  If either of
clause (i) or (ii) preceding shall apply, Landlord shall again offer
the Property to Tenant under this Section 28.


 


(d)           If Tenant exercises
its option to purchase the Property, the closing shall take place on or before
one hundred twenty (120) days following Tenant’s notice.  At the closing, Landlord shall convey title
to the Property by general warranty deed, free and clear of all liens,
encumbrances, mortgages, easements, conditions, reservations and restrictions
except those matters that are reasonably acceptable to Tenant.


 


29.           Notice or Memorandum of Lease:  Together with execution of this Lease, the
parties shall execute a notice or memorandum of lease suitable for recording
containing information required by South Carolina law, but specifically
excepting the rental provisions hereof. 
Landlord shall promptly record the notice or memorandum of lease on the
Hartsville land records and provide Tenant with the recording information.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


9





















 


IN
WITNESS WHEREOF, the parties hereto have executed this Lease under seal as of
the day and year first above written.


 


	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHADOWMOSS
  PROPERTIES, LLC  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Witness:

  	
   

  	
  Goz
  G. Segars, President  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROLLER
  BEARING COMPANY OF AMERICA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  



 


10





















 


 


	
  STATE
  OF SOUTH CAROLINA

  	
  )

  
	
   

  	
  )

  
	
  COUNTY
  OF DARLINGTON

  	
  )

  



 


This
               
day of May, 2004, personally came before me                                 ,
a Notary Public for said County and State, Goz G. Segars, known to me, who
being by me duly sworn, says that he is a President of North/South Properties
of Hartsville, LLC and that the foregoing instrument in writing was signed and
sealed by him in behalf of said company. The said Goz G. Segars, acknowledged
the said writing to be the act and deed of the company.


 


WITNESS
my hand and notarial seal.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
  My
  Commission Expires:

  



 


 


	
  STATE
  OF
                                 

  	
  )

  
	
   

  	
  )

  
	
  COUNTY
  OF
                             

  	
  )

  



 


This
               
day of May, 2004, personally came before me                                ,
a Notary Public for said County and State,                                             ,
known to me, who being by me duly sworn, says that he is a                                            
of Roller Bearing Company of America, Inc. and that the foregoing
instrument in writing was signed and sealed by him in behalf of said
corporation by its authority duly given. The said                  acknowledged
the said writing to be the act and deed of the corporation.


 


WITNESS
my hand and notarial seal.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
  My
  Commission Expires:

  



 


11





















 


EXHIBIT A


 


LEGAL DESCRIPTION OF THE LAND


 


All
that certain piece, parcel or lot of land situate, lying and being in the
County of Darlington, State of South Carolina, being shown and designated as “Area”
containing 2.121 acres as shown on a survey prepared for RBC Holdings Corp., a
Delaware Corp., made by J. Henry Walker, III, PLS, dated March 17,
2004, and recorded in the Office of the Clerk of Court for Darlington County in
Plat Book                          
at Page                       .
Reference being had to said plat for a more complete and accurate description.


 


Also,
the non-exclusive rights and privileges of ingress and egress over, on and
across an area designated as “Easement Area” containing 0.246 acres as shown on
the above referenced survey, said easement being situate to the west of the
above parcel containing 2.121 acres.


 


This
being a portion of the property conveyed to RBC Holdings Corp. by deed of
General Sullivan Group, Inc. as recorded in the Office of the Clerk of
Court for Darlington County in Deed Book 921, Page 344 on November 2,
1987. Reference also Certificate of Amendment filed in Darlington County
records in Book D-17, Page 243 on April 1, 1992, for change of
name from RBC Holdings Corp. to Roller Bearing Company of America, Inc.


 


12





















 


EXHIBIT B


 


PLANS AND SPECIFICATIONS


 


27 sheets total - issue date of 3/22/04 with or
without revision one - dated 4/13/04.


sheet divisions:


6 civil sheets designated ‘c’ and numbered 1.01,
1.02, 1.03, 1.04, 1.05, 1.06


5 architectural sheets designated ‘a’ and numbered
2.01, 3.02, 3.02, 4.01, 5.01.


4 structural sheets designated ‘s’ and numbered
6.01, 6.02, 6.03, 6.04


4 plumbing sheets designated ‘p’ and numbered 7.01,
7.02, 7.03, 7.04


4 mechanical sheets designated ‘m’ and numbered
8.01, 8.02, 8.03, 8.04


4 electrical sheets designated ‘e’ and numbered
9.01, 9.02, 9.03, 9.04


1 fire protection sheet designated FP and numbered
1, dated 4/20/04


 


13


















 


 


ADDENDUM
TO LEASE


 


The parties hereto, ABCS
Properties, LLC as Lessor, and Bremen Bearings, Inc., as Lessee, and
Roller Bearing of America, Inc., Guarantor, do hereby amend the Lease
Agreement previously entered into between the parties.  The Agreement is amended as follows:


 


1.               First, except to
the extent modified by subsequent provisions, all provisions of the Lease
previously entered into are incorporated as a part of this addendum.


 


2.               It is the desire of
the Lessee, to expand the present facility, and to alter the right to purchase
the building and real estate previously mentioned, and as modified by this
addendum.  It is the desire of the
Lessee, to expand the present facility for increased rent, and the alteration
of the right to purchase as subsequently set forth.


 


3.               The Lessor agrees
to construct an addition to the present facility, to the West in accordance
with Exhibit “A” attached hereto and made a part hereof.


 


4.               It is understood
that the construction will begin within thirty (30) days after receipt of the
authority from Lessee and Guarantor, by the receipt of this document signed by
the Lessee and the Guarantor.  Said
construction to be completed within one hundred fifty (150) days.


 


1





















 


5.               Lessee and
Guarantor, having agreed to the construction of a 9000 square foot addition,
further agree that the lease shall increase by the sum of $5,284.00 (monthly),
which shall be added to the present lease payment of $14,866.00, making the new
Lease rate $20,150.00 of which shall be effective the earlier date of
completion or occupancy of the addition.


 


6.               Further, the “right
to purchase” option is altered to eliminate the one presently in effect, and to
give to Lessee, the right of first refusal in the event of any sale.  In the event Lessee purchases the property
pursuant to the right of first refusal, then closing shall occur within ninety
(90) days.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Lease this 21st day of November, 2003.


 


	
  Bremen
  Bearings, Inc.,

  	
   

  	
  ABCS Properties, LLC

  
	
  A Delaware Corporation

  	
   

  	
  An Indiana Limited
  Liability Company

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Roller Bearing Company
  of America, Inc.

  	
   

  	
   

  
	
  Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  



 


2