Exhibit 10.4


 


INDUSTRIAL


LEASE AGREEMENT


 


 


THIS
INDUSTRIAL LEASE AGREEMENT (this “Lease”) is executed as of this 8th day of October, 2004, by and
between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (“Landlord”),
and NEENAH PAPER, INC., a Delaware corporation (“Tenant”).


 


WITNESSETH:


 


ARTICLE 1 - LEASE OF PREMISES


 


Section 1.01.  Basic Lease Provisions and Definitions.


 


(a)                                  Leased
Premises (shown outlined in Exhibit A
hereto):  Suite B of the building (the “Building”)
located at 655 Hembree Park Drive, Roswell, Georgia 30076, within Hembree Park
(the “Park”).


 


(b)                                 Rentable
Area:  approximately 14,189 rentable
square feet.


 


(c)                                  Tenant’s
Proportionate Share:  32.30%.


 


(d)                                 Minimum
Annual Rent:


 


	
  Year 1

  	
   

  	
  $

  	
  46,114.25

  	
   

  
	
  Year 2

  	
   

  	
  $

  	
  92,228.50

  	
   

  
	
  Year 3

  	
   

  	
  $

  	
  92,228.50

  	
   

  
	
  Year 4

  	
   

  	
  $

  	
  92,228.50

  	
   

  
	
  Year 5

  	
   

  	
  $

  	
  92,228.50

  	
   

  
	
  Year 6

  	
   

  	
  $

  	
  103,295.92

  	
   

  
	
  Year 7

  	
   

  	
  $

  	
  103,295.92

  	
   

  
	
  Year 8

  	
   

  	
  $

  	
  103,295.92

  	
   

  
	
  Year 9

  	
   

  	
  $

  	
  103,295.92

  	
   

  
	
  Year 10

  	
   

  	
  $

  	
  77,471.91

  	
   

  



 


(e)                                  Monthly
Rental Installments:


 


	
  Months 1 – 6

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Months 7 – 12

  	
   

  	
  $

  	
  7,685.71

  	
   

  
	
  Months 13 – 24

  	
   

  	
  $

  	
  7,685.71

  	
   

  
	
  Months 25 – 36

  	
   

  	
  $

  	
  7,685.71

  	
   

  
	
  Months 37 – 48

  	
   

  	
  $

  	
  7,685.71

  	
   

  
	
  Months 49 – 60

  	
   

  	
  $

  	
  7,685.71

  	
   

  
	
  Months 61 – 72

  	
   

  	
  $

  	
  8,607.99

  	
   

  
	
  Months 73 – 84

  	
   

  	
  $

  	
  8,607.99

  	
   

  
	
  Months 85 – 96

  	
   

  	
  $

  	
  8,607.99

  	
   

  
	
  Months 97 – 108

  	
   

  	
  $

  	
  8,607.99

  	
   

  
	
  Months 109 – 117

  	
   

  	
  $

  	
  8,607.99

  	
   

  



 


(f)                                    Base
Year:  2005.


 


(g)                                 Commencement
Date:  December 1, 2004, subject to
possible extension pursuant to Special Stipulation 1(b) of Exhibit B to the Lease.


 


(h)                                 Lease
Term:  Nine (9) years and nine (9)
months.


 


(i)                                     Security
Deposit:  $25,823.97.


 


(j)                                     Broker(s):  Duke Realty Services Limited Partnership
representing Landlord and Carter & Associates, L.L.C. representing Tenant.


 


(k)                                  Permitted
Use:  Warehousing, research and
development of paper and pulp products and related laboratory uses, and office
and administrative uses reasonably ancillary thereto.


 


(l)                                     Address
for notices and payments are as follows:


 





















 


	
  Landlord:

  	
  Duke Realty
  Limited Partnership

  
	
   

  	
  c/o Duke Realty
  Corporation

  
	
   

  	
  Attn.: Atlanta
  Market – Senior Property Manager

  
	
   

  	
  3950 Shackleford
  Road, Suite 300

  
	
   

  	
  Duluth, Georgia
  30096

  
	
   

  	
   

  
	
  With Rental
  Payments to:

  	
  Duke Realty
  Limited Partnership

  
	
   

  	
  75 Remittance
  Drive, Suite 3205

  
	
   

  	
  Chicago, IL
  60675-3205

  
	
   

  	
   

  
	
  Tenant:

  	
  Neenah Paper,
  Inc.

  
	
   

  	
  c/o General
  Counsel

  
	
   

  	
  Preston Ridge
  III, Suite 600

  
	
   

  	
  3460 Preston
  Ridge Road

  
	
   

  	
  Alpharetta,
  Georgia 30302

  
	
   

  	
   

  
	
  With a copy to:

  	
  Kimberly-Clark Corporation

  
	
   

  	
  c/o John Wesley

  
	
   

  	
  351 Phelps Drive

  
	
   

  	
  Irving, Texas
  75038

  



(provided,
however, a copy to Kimberly-Clark Corporation shall only be required for so
long as the Guaranty (as hereinafter defined) is in effect)


 


(m)                               Guarantor(s):  Kimberly-Clark Corporation.


 


	
  EXHIBITS

  	
   

  
	
  Exhibit A:

  	
  Leased Premises

  
	
  Exhibit B:

  	
  Tenant
  Improvements

  
	
  Exhibit B-1:

  	
  Preliminary
  Plans

  
	
  Exhibit B-2:

  	
  Compliance Work

  
	
  Exhibit C:

  	
  Letter of
  Understanding

  
	
  Exhibit D:

  	
  Rules and
  Regulations

  
	
  Exhibit E:

  	
  Special
  Stipulations

  
	
  Exhibit F:

  	
  Form of
  Unconditional Guaranty of Lease

  
	
  Exhibit G:

  	
  Parking Area

  



 


Section 1.02.  Lease of Leased Premises.  Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord the Leased Premises, under the terms and conditions
herein, together with a non-exclusive right, in common with others, to use the
following (collectively, the “Common Areas”): the areas of the Building and the
underlying land and improvements thereto that are designed for use in common by
all tenants of the Building and their respective employees, agents, customers,
invitees and others, including the parking areas and access drives.


 


ARTICLE 2 - TERM AND POSSESSION


 


Section 2.01.  Term. 
The Commencement Date and Lease Term shall be as set forth in Sections
1.01(g) and 1.01(h) above.


 


Section 2.02.  Construction of Tenant Improvements.  Tenant shall construct and install all
leasehold improvements to the Leased Premises (collectively, the “Tenant
Improvements”) in accordance with Exhibit
B attached hereto and made a part hereof.


 


Section 2.03.  Surrender of the Leased Premises.  Upon the expiration or earlier termination of
this Lease (and except as otherwise expressly set forth in the Lease), Tenant
shall, at its sole cost and expense, immediately (a) surrender the Leased
Premises to Landlord in broom-clean condition and in good order, condition and
repair, normal wear and tear, damage by fire and other casualty excepted, (b)
remove from the Leased Premises (i) Tenant’s Property (as defined in Section 8.01
below), (ii) all phone and data wiring and cabling (including above ceiling,
below raised floors and behind walls) installed by or on behalf of Tenant or
otherwise used by Tenant, and (iii) any alterations required to be removed
pursuant to Section 7.03 below, and (c) repair any damage caused by
any such removal.  All of Tenant’s
Property that is not removed within ten (10) days following Landlord’s written
demand therefor shall be conclusively deemed to have been abandoned and
Landlord shall be entitled to dispose of such property at Tenant’s cost without
incurring any liability to Tenant. 
Notwithstanding clause (b)(ii) above, at Landlord’s option, in lieu of
removing such wiring and cabling, Tenant shall leave such wiring and


 


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cabling in good and
usable condition for the next tenant’s use of the Leased Premises, legibly
tagged for future use.  This Section 2.03
shall survive the expiration or any earlier termination of this Lease.


 


Section 2.04.  Holding Over.  If Tenant retains possession of the Leased
Premises after the expiration or earlier termination of this Lease, Tenant
shall be a tenant at sufferance at one hundred fifty percent (150%) of the
Monthly Rental Installments and Additional Rent (as hereinafter defined) for
the Leased Premises in effect upon the date of such expiration or earlier
termination, and otherwise upon the terms, covenants and conditions herein
specified, so far as applicable. 
Acceptance by Landlord of rent after such expiration or earlier
termination shall not result in a renewal of this Lease, nor shall such
acceptance create a month-to-month tenancy. 
In the event a month-to-month tenancy is created by operation of law,
either party shall have the right to terminate such month-to-month tenancy upon
thirty (30) days’ prior written notice to the other, whether or not said notice
is given on the rent paying date.  This Section 2.04
shall in no way constitute a consent by Landlord to any holding over by Tenant
upon the expiration or earlier termination of this Lease, nor limit Landlord’s
remedies in such event.


 


ARTICLE 3 - RENT


 


Section 3.01.  Base Rent.  Tenant shall pay to Landlord the Minimum Annual
Rent in the Monthly Rental Installments, in advance, without demand and without
abatement, deduction or offset, except as otherwise expressly provided herein,
beginning on the Commencement Date and on or before the first day of each and
every calendar month thereafter during the Lease Term.  The Monthly Rental Installments for partial
calendar months shall be prorated based on the number of days in such month.


 


Section 3.02.  Additional Rent.


 


(a)                                  Any
amount required to be paid by Tenant hereunder (in addition to Minimum Annual
Rent) and any charges or expenses incurred by Landlord on behalf of Tenant
under the terms of this Lease shall be considered “Additional Rent” payable in
the same manner and upon the same terms and conditions as the Minimum Annual
Rent reserved hereunder except as set forth herein to the contrary.  Any failure on the part of Tenant to pay such
Additional Rent when and as the same shall become due shall entitle Landlord to
the remedies available to it for non-payment of Minimum Annual Rent.


 


(b)                                 In
addition to the Minimum Annual Rent, Tenant shall pay to Landlord for each
calendar year during the Lease Term, as Additional Rent, Tenant’s Proportionate
Share of all costs and expenses incurred by Landlord during the Lease Term for
Operating Expenses (as hereinafter defined) for the Building and Common
Areas.  Said Operating Expenses are
estimated to be $1.00 per rentable square foot for calendar year 2004.  Tenant acknowledges that said amount is only
an estimate and agrees to reimburse Landlord for the actual Operating Expenses
under the Lease in accordance with this Section 3.02(b).  Notwithstanding the foregoing, Tenant’s
Proportionate Share of Operating Expenses for the first six (6) months
following the Commencement Date shall be $0.00.


 


(c)                                  In
addition to the Minimum Annual Rent and Tenant’s share of Operating Expenses,
Tenant shall pay to Landlord for each calendar year during the Lease Term, as
Additional Rent, Tenant’s Proportionate Share of (i) any increase in Insurance
Premiums (as herein defined) over the base amount paid by Landlord in the Base
Year; and (ii) the amount by which all Real Estate Taxes (as herein defined)
for each tax year exceeds all Real Estate Taxes for the Base Year.  All Additional Rent payable by Tenant pursuant
to Section 3.02(b) above and this Section 3.02(c) shall
be referred to herein, collectively, as the “TICAM Charges”.


 


(d)                                 For
purposes of this Lease, “Operating Expenses” shall mean the amount of all of
Landlord’s costs and expenses paid or incurred in operating, repairing,
replacing and maintaining the Building and the Common Areas in good condition
and repair for a particular calendar year (including all additional costs and
expenses that Landlord reasonably determines that it would have paid or incurred
during such year if the Building had been fully occupied; provided, however,
that any such “grossing up” shall be done in accordance with generally accepted
accounting principals), including by way of illustration and not limitation,
the following: insurance deductibles; water, sewer, electrical and other
utility charges other than the separately billed electrical and other charges
paid by Tenant as provided in this Lease (or other tenants in the Building);
painting; stormwater discharge fees; tools and supplies; repair costs not
attributable to a particular tenant’s premises; landscape maintenance costs;
access patrols; license, permit and inspection fees; management fees (not to
exceed 4% of gross rent for the Building); supplies, costs, wages and related
employee benefits payable for the management, maintenance and operation of the
Building; maintenance, repair and replacement of the driveways, parking areas,
curbs and sidewalk areas (including snow and ice removal), landscaped areas,
drainage strips, sewer lines, gutters and lighting; and dues, fees and
assessments incurred under any covenants or charged by any owners
association.  The cost of any Operating
Expenses that are capital in nature shall be amortized


 


3





















 


over the useful life of
the improvement (as reasonably determined by Landlord), and only the amortized
portion shall be included in Operating Expenses. 
Notwithstanding the foregoing, Operating Expenses shall not include the
following:


 


(i)                                     advertising
and promotional expenditures;


 


(ii)                                  leasing
commissions, finders’ fees, brokerage fees and similar fees, and costs incurred
with the negotiation or enforcement of leases (other than management fees);


 


(iii)                               rent
under any ground leases;


 


(iv)                              costs
of furnishing services to other tenants or occupants to the extent that such
services are materially in excess of services Landlord offers to all tenants at
Landlord’s expense;


 


(v)                                 lease
takeover costs incurred by Landlord in connection with new leases at the
Building;


 


(vi)                              costs
and expenses of the sale of all or any portion of the Building or Common Areas;


 


(vii)                           amounts
actually received by Landlord through the proceeds of insurance to the extent
the proceeds are compensation for expenses which were previously included in
Operating Expenses;


 


(viii)                        costs
incurred by Landlord with respect to repairs, goods, and services (including
utilities sold and supplied to tenants and occupants of the Building) to the
extent that Landlord is reimbursed for such costs or provides the same
selectively to one or more tenants;


 


(ix)                                costs
incurred by Landlord due to the violation by Landlord of the terms and
conditions of any lease of space in the Building, any loan documents, or ground
leases;


 


(x)                                   interest,
points and fees on debt or amortization or for any mortgage or mortgages
encumbering the Building or Common Areas, or any part thereof, and all
principal, escrow deposits and other sums paid on or in respect to any
indebtedness (whether or not secured by a mortgage lien) and on any equity
participations of any lender or lessor, and all costs incurred in connection
with any financing, refinancing or syndication of the Building or Common Areas,
or any part thereof;


 


(xi)                                depreciation
and amortization;


 


(xii)                             the costs
of the original construction of the Building;


 


(xiii)                          salaries,
fringe benefits and other compensation for personnel not directly involved in
the operation or management of the Building;


 


(xiv)                         costs and
expenses of the sale of all or a portion of the Building or Common Areas;


 


(xv)                            costs
(including permit, license, and inspection fees) for performing tenant
installations for any individual tenant or for performing work or furnishing
services to or for individual tenants at such tenant’s expense and any other
contribution by Landlord to the cost of tenant improvements and any costs or
expenses incurred in the procurement of tenants for the Building;


 


(xvi)                         costs
incurred by Landlord in discharging its obligations under the Lease that
expressly are to be discharged at Landlord’s sole cost and expense;


 


(xvii)                      costs
incurred in operation of any private club, now or in the future, located within
the Park and expenses incurred by Landlord, if any, in connection with the
operation, cleaning, repair, safety, management security, maintenance or other
services of any kind provided in any portions of the Buildings that are leased
or designed to be used for retail, garage or third-party storage purposes;


 


(xviii)                   costs incurred
for repairs or maintenance that are covered by warranties, guarantees or
service contracts or condemnation proceeds to the extent that Landlord is
actually reimbursed under such warranties, guaranties, service contracts, or
condemnation proceeds;


 


4





















 


(xix)                           except for making repairs or keeping permanent
systems in operation while repairs are being made, rentals and other related
expenses incurred in leasing equipment ordinarily considered to be of a capital
nature, except equipment not affixed to the Building that is used in providing
janitorial or similar services;


 


(xx)                              repairs, alterations, and general
maintenance necessitated by the negligence or willful misconduct of Landlord
not otherwise waived by Tenant pursuant to Section 8.06 below or any
other provision of this Lease; and


 


(xxi)                           costs
to replace (but not maintain and repair) the truck court or parking area for
the Building.


 


(e)           For
purposes of this Lease, “Real Estate Taxes” shall include any form of real
estate tax or assessment or service payments in lieu thereof, and any license
fee, commercial rental tax, improvement bond or other similar charge or tax
(other than inheritance, personal income or estate taxes) imposed upon the
Building or the Common Areas (or against Landlord’s business of leasing the
Building) by any authority having the power to so charge or tax, together with
reasonable costs and expenses of contesting the validity or amount of Real
Estate Taxes.  Notwithstanding anything
herein to the contrary, Real Estate Taxes shall not include income, franchise,
transfer, inheritance, capital stock, estate, profit, gift, gross receipts or
succession taxes.  Additionally, Tenant
shall pay, prior to delinquency, all taxes assessed against and levied upon
trade fixtures, furnishings, equipment and all personal property of Tenant
contained in the Leased Premises.


 


(f)                                    For
purposes of this Lease, “Insurance Premiums” shall include insurance premiums
for insurance coverage on the Building or Common Areas and shall include all
fire and extended coverage insurance on the Building and all liability
insurance coverage on the Common Areas of the Building, and the grounds,
sidewalks, driveways and parking areas related thereto, together with such
other insurance coverages, including, but not limited to, rent interruption
insurance, as are from time to time obtained by Landlord.


 


Section 3.03.  Payment of Additional Rent.


 


(a)                                  Landlord
shall estimate the total amount of Additional Rent to be paid by Tenant during
each calendar year of the Lease Term, pro-rated for any partial years.  Commencing on the Commencement Date, Tenant
shall pay to Landlord each month, at the same time the Monthly Rental
Installments are due, an amount equal to one-twelfth (1/12th) of the
estimated Additional Rent for such year. 
Within a reasonable time after the end of each calendar year, but in no
event later than one hundred twenty (120) days following the end of such
calendar year, Landlord shall submit to Tenant a statement (the “Statement”) of
the actual amount of such Additional Rent, which statement shall contain a
reasonable breakdown of the Additional Rent by categories of expense, and
within thirty (30) days after receipt of such statement, Tenant shall pay any
deficiency between the actual amount owed and the estimates paid during such
calendar year.  In the event of
overpayment, Landlord shall credit the amount of such overpayment toward the
next installments of Minimum Annual Rent.


 


(b)                                 Within
thirty (30) days following Tenant’s receipt of the Statement and provided that
Tenant is not then in default of this Lease, Tenant may contest the Statement
by providing written notice thereof (the “Contest Notice”) to Landlord;
provided, however, that Tenant shall be required to pay all Additional Rent
during the period of such contest.  If
Tenant timely contests the Statement, Tenant shall have the right to inspect
and examine, at reasonable times during normal business hours, Landlord’s books
of account and records pertaining to the Operating Expenses, Real Estate Taxes
and Insurance Premiums, all at Tenant’s sole cost and expense subject to
reimbursement by Landlord as set forth below. 
Such inspection shall be conducted at Landlord’s offices where such
records are kept within thirty (30) days after the date of Tenant’s delivery of
the Contest Notice or at such other time as agreed in writing by both
parties.  Such inspection shall be
conducted by a certified public accountant retained by Tenant, at its expense,
subject to reimbursement by Landlord as set forth below.  Landlord and/or Landlord’s Building manager
shall cooperate reasonably with Tenant and/or Tenant’s representatives with
respect to any such specific inquiries or questions and with respect to the
conduct of such inspection.  Tenant shall
notify Landlord of the results of such inspection in writing.  Landlord may have an agent or employee
present during such inspection.  If
Landlord and Tenant agree that Landlord’s calculation of Tenant’s Proportionate
Share of Operating Expenses, Real Estate Taxes and Insurance Premiums for the
inspected calendar year was incorrect, the parties shall enter into a written
agreement confirming such error and then, and only then, Tenant shall be
entitled to a credit against future Minimum Annual Rent for said overpayment
(or a refund of any overpayment if the Lease Term has expired) or Tenant shall
pay to Landlord the amount of any underpayment, as the case may be.


 


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(c)                                  If,
following Tenant’s inspection of Landlord’s books of account and records
pursuant to subsection (b) above, Landlord and Tenant fail to agree on
Landlord’s calculation of Tenant’s Proportionate Share of Operating Expenses,
Real Estate Taxes, and Insurance Premiums, Landlord and Tenant shall use good
faith efforts to try to resolve the issue. 
Notwithstanding the foregoing, however, if Landlord and Tenant fail to
resolve the issue within thirty (30) days following such inspection by Tenant,
either party may, by delivery of written notice to the other party (the “Operating
Expenses Arbitration Notice”), elect to resolve the issue through
arbitration.  If either party delivers an
Operating Expenses Arbitration Notice, then each of Landlord and Tenant shall,
within ten (10) days thereafter, select an arbitrator to resolve the
issue.  Each arbitrator so selected shall
be an accountant, unaffiliated with Landlord or Tenant, specializing in real
estate matters, with at least ten years prior experience in the metropolitan
area in which the Leased Premises are located and with a working knowledge of
current operating expense pass-through practices.  Upon selection, the parties’ arbitrators
shall work together in good faith to resolve the issue.  The determination of such arbitrators shall
be binding on both Landlord and Tenant. 
If the two arbitrators cannot agree within twenty (20) days after their
appointment, then, within ten (10) days after the expiration of such twenty
(20) day period, the two arbitrators shall select a third arbitrator meeting
the above criteria.  Once the third
arbitrator has been selected as provided for above, then such third arbitrator
shall within ten (10) days after appointment make its determination of which of
the arbitrators’ two determinations is correct, and such determination shall be
binding on both Landlord and Tenant, thereby establishing the Additional Rent
for the applicable calendar year. 
Following such determination by the arbitrators, Tenant shall be
entitled to a credit against future Monthly Rental Installment(s) for said
overpayment (or a refund of any overpayment if the Lease Term has expired) or
Tenant shall pay to Landlord the amount of any underpayment, as the case may
be.  Each party shall pay for its own
arbitrator and shall share equally in the costs of the third arbitrator, if
applicable.


 


(d)                                 If
Tenant’s inspection proves that Landlord’s calculation of Tenant’s
Proportionate Share of Operating Expenses, Real Estate Taxes and Insurance
Premiums for the inspected calendar year resulted in an overpayment by more
than five percent (5%) of Tenant’s share, Landlord shall also pay the
reasonable fees and expenses of Tenant’s independent professionals, if any,
conducting said inspection.  All of the
information obtained through Tenant’s inspection with respect to financial
matters (including, without limitation, costs, expenses and income) and any
other matters pertaining to Landlord, the Leased Premises, the Building and/or
the Park as well as any compromise, settlement or adjustment reached between
Landlord and Tenant relative to the results of the inspection shall be held in
strict confidence by Tenant and its officers, agents, and employees; and Tenant
shall cause its independent professionals to be similarly bound.  The obligations within the preceding sentence
shall survive the expiration or earlier termination of the Lease


 


Section 3.04.  Late Charges.  Tenant acknowledges that Landlord shall incur
certain additional unanticipated administrative and legal costs and expenses if
Tenant fails to pay timely any payment required hereunder.  Therefore, in addition to the other remedies
available to Landlord hereunder, if any payment required to be paid by Tenant
to Landlord hereunder shall become overdue, such unpaid amount shall bear
interest from the due date thereof to the date of payment at the prime rate of
interest, as reported in the Wall Street Journal (the “Prime Rate”) plus six
percent (6%) per annum; provided, however, that in no event shall such interest
rate exceed twelve percent (12%) per annum.


 


ARTICLE 4 - SECURITY DEPOSIT


 


Section 4.01.  Security Deposit.  On or before the date that Tenant delivers
the Closing Notice, as defined in Special Stipulation 12 of Exhibit E
hereto, , Tenant shall deposit the Security Deposit with Landlord as security
for the performance by Tenant of all of Tenant’s obligations contained in this
Lease.  In the event of a default by
Tenant, Landlord may apply all or any part of the Security Deposit to cure all
or any part of such default; provided, however, that any such application by
Landlord shall not be or be deemed to be an election of remedies by Landlord or
considered or deemed to be liquidated damages. 
Tenant agrees promptly, upon demand, to deposit such additional sum with
Landlord as may be required to maintain the full amount of the Security
Deposit.  All sums held by Landlord
pursuant to this Article 4 shall be without interest and may be
commingled by Landlord.  At the end of
the Lease Term (including, without limitation, due to a termination of the
Lease pursuant to Special Stipulation 11 of Exhibit E to the Lease),
provided that there is then no uncured default or any repairs required to be
made by Tenant pursuant to Section 2.03 above or Section 7.03
below, Landlord shall return the Security Deposit to Tenant.


 


Section 4.02.  Reduction.  The Security Deposit shall be reduced to
$0.00 at the end of the twenty-fourth (24th) full calendar month of
the Lease Term provided that (a) Tenant is not in default hereunder (or, if
Tenant is in default hereunder, Tenant cures such default within the applicable
cure period), (b) Landlord has not theretofore drawn on the Security Deposit,
and (c) Tenant’s tangible net


 


6





















 


worth is at least
$10,000,000.00.  In the event the
Security Deposit is so reduced, Landlord shall apply the Security Deposit
toward the next Monthly Rental Installments due under the Lease.  For all purposes under this Lease, “tangible
net worth” shall mean the value of tangible assets (i.e., assets excluding
those which are intangibles such as goodwill, patents and trademarks) over
liabilities.


 


ARTICLE 5 - USE


 


Section 5.01.  Use. 
Tenant shall use the Leased Premises for the Permitted Use and for no
other purpose without the prior written consent of Landlord.


 


Section 5.02.  Covenants of Tenant Regarding Use.


 


(a)                                  Tenant
shall (i) use and maintain the Leased Premises and conduct its business thereon
in a safe, careful, reputable and lawful manner, (ii) comply with all laws,
rules, regulations, orders, ordinances, directions and requirements of any
governmental authority or agency, now in force or which may hereafter be in
force, including, without limitation, those which shall impose upon Landlord or
Tenant any duty with respect to or triggered by a change in the use or
occupation of, or any improvement or alteration to, the Leased Premises, (iii)
comply with all covenants that encumber the Building which are in effect as of
the date hereof and with respect to which Tenant has been given notice, (iv)
comply with any commercially reasonable covenants applicable to the Building as
may hereafter be adopted and promulgated (provided such protective covenants do
not materially and adversely interfere with the Permitted Use), and (v) comply
with and obey all commercially reasonable directions, rules and regulations of
Landlord, provided the same are uniformly enforced and applied in a non
discriminatory manner, and provided the same do not materially and adversely
effect Tenant’s use of the Leased Premises for the Permitted Use.


 


(b)                                 Tenant
shall not do or permit anything to be done in or about the Leased Premises that
will in any way cause a nuisance, obstruct or interfere with the rights of
other tenants or occupants of the Building or injure or annoy them.  Landlord shall not be responsible to Tenant
for the non-performance by any other tenant or occupant of the Building of any
of Landlord’s directions, rules and regulations, but agrees that any
enforcement thereof shall be done uniformly. 
Tenant shall not use the Leased Premises, nor allow the Leased Premises
to be used, for any purpose or in any manner that would (i) invalidate any
policy of insurance now or hereafter carried by Landlord on the Building, or
(ii) increase the rate of premiums payable on any such insurance policy unless
Tenant reimburses Landlord for any increase in premium charged.


 


(c)                                  Tenant
shall not overload the floors of the Leased Premises.  All damage to the floor structure or
foundation of the Building due to improper positioning or storage of items or
materials shall be repaired by Landlord at the sole expense of Tenant, who
shall reimburse Landlord immediately therefor upon demand.


 


Section 5.03.  Landlord’s Rights Regarding Use.  Without limiting any of Landlord’s rights
specified elsewhere in this Lease (a) Landlord shall have the right at any
time, without notice to Tenant, to control, change or otherwise alter the
Common Areas in such manner as it deems necessary or proper so long as any such
control, change or alteration does not materially and adversely affect Tenant’s
use of the Leased Premises for the Permitted Use, and (b) Landlord, its agents,
employees and contractors and any mortgagee of the Building shall have the
right to enter any part of the Leased Premises at reasonable times upon
reasonable advance written notice (except in the event of an emergency where no
notice shall be required) and accompanied by a representative of Tenant
(provided one is made available to Landlord) for the purposes of examining or
inspecting the same (including, without limitation, testing to confirm Tenant’s
compliance with this Lease), showing the same to prospective purchasers,
mortgagees or tenants, and making such repairs, alterations or improvements to
the Leased Premises or the Building as Landlord may deem necessary or desirable
so long as any such alteration or improvements do not materially and adversely
affect Tenant’s use of the Leased Premises for the Permitted Use.  Landlord covenants and agrees that in
exercising any of its rights under this Section 5.03, Landlord shall
use reasonable efforts to minimize any interference with Tenant’s use of the
Leased Premises for the Permitted Use. 
Without limiting the foregoing, Landlord shall incur no liability to
Tenant for such entry, nor shall such entry constitute an eviction of Tenant or
a termination of this Lease, or entitle Tenant to any abatement of rent
therefor; provided, however, if, as a result of Landlord’s negligence or
willful misconduct in exercising its rights pursuant to this Section 5.03,
the Leased Premises (or portion thereof) is untenantable for a period of more
than six (6) consecutive business days, Minimum Annual Rent and the TICAM
Charges shall abate for each such consecutive day after said six (6) business
day period that such area of the Leased Premises is so rendered until such area
is no longer untenantable.  To the extent
that the Leased Premises, or portion thereof, is untenantable, however, as a
result of (a) force majeure (as defined in Section 16.03 hereof),
or (b) the negligence or willful misconduct of Tenant, its agents,


 


7





















 


employees, contractors,
subtenants, invitees or assignees, Tenant shall not be entitled to any
abatement hereunder.  The Leased Premises
shall be considered untenantable to the extent that Tenant does not use the
Leased Premises or portion thereof affected in the conduct of its normal
business operations as a result of Landlord’s activities.  It is agreed and understood that Tenant shall
not use nor be entitled to use the portion of the Leased Premises during any
day for which Landlord is obligated to abate Minimum Annual Rent hereunder.


 


ARTICLE 6 - UTILITIES AND SERVICES


 


Tenant shall obtain in
its own name and pay directly to the appropriate supplier the cost of all
utilities and services serving the Leased Premises.  However, if any services or utilities are
jointly metered with other property, Landlord shall make a reasonable
determination of Tenant’s proportionate share of the cost of such utilities and
services (at rates that would have been payable if such utilities and services
had been directly billed by the utilities or services providers) and Tenant
shall pay such share to Landlord within fifteen (15) days after receipt of
Landlord’s written statement.  Landlord
shall not be liable in damages or otherwise for any failure or interruption of
any utility or other Building service and no such failure or interruption shall
entitle Tenant to terminate this Lease or withhold sums due hereunder.  Notwithstanding the foregoing, to the extent
that (a) such interruption of service is caused by the negligence or willful
misconduct of Landlord or its employees and (b) such interruption of service
renders the Leased Premises or any portion of the Leased Premises untenantable
for a period of six (6) consecutive business days after Landlord receives
written notice from Tenant of such interruption of service, Minimum Annual Rent
and the TICAM Charges shall abate with respect to the area which is affected
for each such consecutive day after said six (6) business day period that such
area of the Leased Premises is so rendered until such service is restored.  The rent abatement shall equal the Monthly
Rental Installment due for the period of the interruption with respect to the
square footage affected.  Provided,
however, to the extent that such interruption is caused or continues as a
result of (i) force majeure (as defined in Section 16.03 hereof),
or (ii) the negligence or willful misconduct of Tenant, its agents, employees,
contractors, subtenants, invitees or assignees, Tenant shall not be entitled to
any abatement hereunder.  The Leased
Premises shall be considered untenantable if Tenant does not use the Leased
Premises or portion thereof affected in the conduct of its normal business operations
as a result of said interruption of service to the Leased Premises.  It is agreed and understood that Tenant shall
not use nor be entitled to use the Leased Premises or portion thereof affected
to conduct its normal business operations during any day for which Landlord is
obligated to abate rent hereunder.  The
abatement herein provided shall be Tenant’s sole and exclusive remedy for
interruption of service.  Landlord agrees
to use its reasonable efforts to restore such utility service as soon as possible.  If, however, such interruption of service
renders the Leased Premises or any material portion of the Leased Premises
untenantable for a period of greater than twenty (20) consecutive business days
after Landlord receives written notice from Tenant of such interruption of
service, Landlord, upon the request of Tenant, shall use reasonable efforts to
provide Tenant with temporary space from which to operate at a rental rate to
be agreed upon at that time; provided, however, that such rental rate shall not
be in excess of the Minimum Annual Rent that would have been payable hereunder
absent such interruption in service. 
Notwithstanding anything herein to the contrary, Landlord acknowledges
that Tenant shall be permitted (subject to Section 7.03 below) to
upgrade the transformer and or install a new transformer at the Leased
Premises, which shall become the property of Landlord upon installation.  If, however, Tenant installs an additional
new and specialized transformer at the Leased Premises, then, notwithstanding
anything to the contrary set forth in Section 7.03 below such
transformer shall be deemed Tenant’s Property (as defined in Section 8.01
below).


 


ARTICLE 7 - MAINTENANCE AND REPAIRS


 


Section 7.01.  Repair and Maintenance of the Building.  During the Lease Term, Landlord shall
maintain in good condition and repair the parking (including the truck court
and car parking areas), sidewalks, and landscaped areas, the costs of which
shall be included in Operating Expenses to the extent provided in Section 3.02
above; provided, however, that to the extent any of the foregoing items require
repair because of the negligence, misuse, or default of Tenant, its employees,
agents, customers or invitees, Landlord shall make such repairs solely at
Tenant’s expense.  In addition, during
the Lease Term, Landlord shall maintain in good condition and repair, at its
sole cost and expense (and not included in Operating Expenses), the roof,
foundation, exterior walls and structural frame of the Building; provided,
however, that to the extent any of the foregoing items require repair because
of the negligence, misuse or default of Tenant, its employees, agents,
customers or invitees, Landlord shall make such repairs solely at Tenant’s
expense.


 


Section 7.02.  Repair and Maintenance of Leased Premises.  Except for Landlord’s maintenance and repair
obligations set forth in Section 7.01 above, Tenant shall, at its
own cost and expense, maintain the Leased Premises in good condition, regularly
servicing and promptly making all repairs and replacements thereto, including
but not limited to the electrical systems (to the extent exclusively serving


 


8





















 


the Leased Premises),
heating and air conditioning systems (to the extent exclusively serving the
Leased Premises), plate glass, floors, windows and doors, and sprinkler and
plumbing systems (to the extent exclusively serving the Leased Premises).  Tenant shall obtain a preventive maintenance
contract on the heating, ventilating and air-conditioning systems, and provide
Landlord with a copy thereof.  The
preventive maintenance contract shall meet or exceed Landlord’s standard
maintenance criteria, and shall provide for the inspection and maintenance of
the heating, ventilating and air conditioning system on not less than a
semi-annual basis.


 


Section 7.03.  Alterations.  Tenant shall not permit alterations in or to
the Leased Premises unless and until Landlord has approved the plans therefor
in writing; provided, however, that Tenant shall have the right to make
alterations to the Leased Premises without obtaining Landlord’s prior written
consent provided that (a) such alterations do not exceed Ten Thousand Dollars
($10,000.00) in cost in any one instance and Fifty Thousand Dollars ($50,000.00)
in cost in the aggregate during the Lease Term; (b) such alterations are
non-structural in nature; and (c) Tenant provides Landlord with prior written
notice of its intention to make such alterations stating in reasonable detail
the nature, extent and estimated cost of such alterations together with the
plans and specifications for the same. 
As a condition of such approval, Landlord may require Tenant to remove
the alterations and restore the Leased Premises upon termination of this Lease;
otherwise, all such alterations shall at Landlord’s option become a part of the
realty and the property of Landlord, and shall not be removed by Tenant.  Tenant shall ensure that all alterations made
by or on behalf of Tenant shall be made in accordance with all applicable laws,
regulations and building codes, in a good and workmanlike manner and of quality
equal to or better than the original construction of the Building.  No person shall be entitled to any lien
derived through or under Tenant for any labor or material furnished to the
Leased Premises, and nothing in this Lease shall be construed to constitute
Landlord’s consent to the creation of any lien. 
If any lien is filed against the Leased Premises for work claimed to
have been done for or material claimed to have been furnished to Tenant, Tenant
shall cause such lien to be discharged of record within thirty (30) days after
Tenant’s notice or actual knowledge of its filing.  Tenant shall indemnify Landlord from all
costs, losses, expenses and attorneys’ fees in connection with any liens
related to any construction or alteration performed by or on behalf of
Tenant.  Notwithstanding anything
contained herein to the contrary, Tenant shall have no obligation hereunder to
(x) remove any alterations or improvements which have been made by Tenant with
the express written consent of Landlord, and/or (y) restore any part of the
Leased Premises that has been altered due to the installation of such
alterations or improvements, unless, at the time of granting such consent, Landlord
has expressly required (i) the removal of any such proposed alterations or
improvements, and/or (ii) the restoration of any part of the Leased Premises,
as a condition to granting such consent.


 


ARTICLE 8 - INDEMNITY AND INSURANCE


 


Section 8.01.  Release.  All of Tenant’s trade fixtures, merchandise,
inventory and all other personal property in or about the Leased Premises, the
Building or the Common Areas, which is deemed to include the trade fixtures,
merchandise, inventory and personal property of others located in or about the
Leased Premises or Common Areas at the invitation, direction or acquiescence
(express or implied) of Tenant (all of which property shall be referred to
herein, collectively, as “Tenant’s Property”), shall be and remain at Tenant’s
sole risk.  Landlord shall not be liable
to Tenant or to any other person for, and Tenant hereby releases Landlord from
(a) any and all liability for theft or damage to Tenant’s Property, and (b) any
and all liability for any injury to Tenant or its employees, agents,
contractors, guests and invitees in the Leased Premises, except to the extent
of personal injury (but not property loss or damage) caused directly by the
negligence or willful misconduct of Landlord, its agents, employees or contractors.  Nothing contained in this Section 8.01
shall limit (or be deemed to limit) the waivers contained in Section 8.06
below.  In the event of any conflict
between the provisions of Section 8.06 below and this Section 8.01,
the provisions of Section 8.06 shall prevail.  This Section 8.01 shall survive
the expiration or earlier termination of this Lease.


 


Section 8.02.  Indemnification by Tenant.  Tenant shall protect, defend, indemnify and
hold Landlord, its agents, employees and contractors harmless from and against
any and all claims, damages, demands, penalties, costs, liabilities, losses,
and expenses (including reasonable attorneys’ fees and expenses actually
incurred, without regard to statutory interpretation) to the extent (a) arising
out of or relating to any act, omission, negligence, or willful misconduct of
Tenant or Tenant’s agents, employees, contractors, customers or invitees in or
about the Leased Premises, the Building or the Common Areas, or (b) arising out
of any other act or occurrence within the Leased Premises, in all such cases
except to the extent of personal injury (but not property loss or damage)
caused directly by Landlord, its agents, employees or contractors.  Nothing contained in this Section 8.02
shall limit (or be deemed to limit) the waivers contained in Section 8.06
below.  In the event of any conflict
between the provisions of Section 8.06 below and this Section 8.02,
the provisions of Section 8.06 shall prevail.  This Section 8.02 shall survive
the expiration or earlier termination of this Lease.


 


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Section 8.03.  Indemnification by Landlord.  Landlord shall protect, defend, indemnify and
hold Tenant, its agents, employees and contractors harmless from and against
any and all claims, damages, demands, penalties, costs, liabilities, losses and
expenses (including reasonable attorneys’ fees and expenses actually incurred,
without regard to statutory interpretation) to the extent arising out of or
relating to any act, omission, negligence or willful misconduct of Landlord or
Landlord’s agents, employees or contractors. 
Nothing contained in this Section 8.03 shall limit (or be
deemed to limit) the waivers contained in Section 8.06 below.  In the event of any conflict between the provisions
of Section 8.06 below and this Section 8.03, the
provisions of Section 8.06 shall prevail.  This Section 8.03 shall survive
the expiration or earlier termination of this Lease.


 


Section 8.04.  Tenant’s Insurance.


 


(a)                                  During
the Lease Term (and any period of early entry or occupancy or holding over by
Tenant, if applicable), Tenant shall maintain the following types of insurance,
in the amounts specified below:


 


(i)                                     Liability
Insurance.  Commercial General
Liability Insurance (which insurance shall not exclude blanket contractual
liability, broad form property damage, personal injury, or fire damage
coverage) covering the Leased Premises and Tenant’s use thereof against claims
for bodily injury or death and property damage, which insurance shall provide
coverage on an occurrence basis with a combined single limit of not less than
$3,000,000 per occurrence, and with general aggregate limits of not less than
$5,000,000 for each policy year, which limits may be satisfied by any
combination of primary and excess or umbrella per occurrence policies.


 


(ii)                                  Casualty
Insurance.  Special Form Insurance
(which insurance shall not exclude flood or earthquake) in the amount of the
full replacement cost of Tenant’s Property and betterments (including
alterations or additions performed by Tenant pursuant hereto, but excluding
those improvements, if any, made pursuant to Section 2.02 above),
which insurance shall include a provision waiving coinsurance limitations.


 


(iii)                               Worker’s
Compensation Insurance.  Worker’s
Compensation insurance in amounts required by applicable law.


 


(b)                                 All
insurance required by Tenant hereunder shall (i) be issued by one or more
insurance companies reasonably acceptable to Landlord, licensed to do business
in the State in which the Leased Premises is located and having an AM Best’s
rating of A IX or better, and (ii) provide that said insurance shall not be
materially changed, canceled or permitted to lapse on less than thirty (30)
days’ prior written notice to Landlord. 
In addition, Tenant’s insurance shall protect Tenant and Landlord as
their interests may appear, naming Landlord, Landlord’s managing agent, and any
mortgagee requested by Landlord, as additional insureds under its commercial
general liability policies.  On or before
the Commencement Date (or the date of any earlier entry or occupancy by
Tenant), and thereafter, within thirty (30) days prior to the expiration of
each such policy, Tenant shall furnish Landlord with certificates of insurance
in the form of ACORD 28 (or such other evidence of insurance reasonably
acceptable to Landlord), evidencing all required coverages, together with a
copy of the endorsements to Tenant’s commercial general liability policies
naming the appropriate additional insureds. 
Upon Tenant’s receipt of a request from Landlord, Tenant shall provide
Landlord with an opportunity to review all insurance policies, including all
endorsements, evidencing the coverages required hereunder.  If Tenant fails to carry such insurance and
furnish Landlord with such certificates of insurance or copies of insurance
policies (if applicable), Landlord may, upon ten (10) days’ notice and
opportunity to cure, obtain such insurance on Tenant’s behalf and Tenant shall
reimburse Landlord upon demand for the cost thereof as Additional Rent.  If Tenant elects not to carry business
interruption insurance, Tenant releases Landlord from any and all liability
arising during the Lease Term which would have been covered by business
interruption insurance had Tenant carried such insurance.  Tenant shall be permitted to satisfy any
insurance requirements contained herein via a blanket policy of insurance.


 


(c)                                  Notwithstanding
anything to the contrary contained herein, Neenah Paper, Inc. (“Neenah Paper”)
may maintain deductibles or other forms of non-insurance similar to other
commercial companies with similar financial resources with respect to the
policies of insurance provided for in this Section 8.04 provided
that (i) Neenah Paper has in effect a program of “self insurance” insuring
Neenah Paper as a named insured against such risk, which program complies with
any and all applicable laws regarding self insurance in the State of Georgia,
(ii) the tangible net worth of Neenah Paper shall be at least $30,000,000.00,
(iii) Neenah Paper agrees upon Landlord’s request to provide Landlord with
financial information reasonably sufficient to allow Landlord to evaluate
Neenah Paper’s tangible net worth and ability to meet the insurance criteria
set forth in this Section 8.04 of the Lease, (iv) Neenah Paper
agrees


 


10





















 


to indemnify and hold
harmless Landlord from and against any loss, cost, damage, expense (including
reasonable attorneys’ fees and court costs actually incurred without regard to
statutory interpretation), claim, cause of action or liability that Landlord
may incur that would have been covered by the insurance policies replaced by
the self insurance, but only to the extent that Tenant would have been
responsible for such loss, cost, damage, expense, claim, cause of action or
liability under this Lease (Landlord and Tenant acknowledging and agreeing that
the indemnity contained in this subsection (iv) is not intended to expand
the obligations of Tenant under the Lease beyond those that would exist if
Tenant carried the required insurance), (v) such self insurance shall not
affect the non-liability of Landlord described in this Lease, and (vi)
Landlord, Landlord’s managing agent and any mortgagee of which Tenant has been
given notice appear as additional covered parties on the Certificate of
Coverage for liability under Tenant’s self insurance program for an amount
consistent with the requirements set forth in this Section 8.04.  By means of the insurance certificate
described above, Neenah Paper shall deliver to Landlord notice in writing of
the required coverages which it is self insuring setting forth the amount,
limits and scope of the self insurance with respect to each type of coverage
self insured.  This provision is personal
to Neenah Paper and shall automatically terminate if Neenah Paper assigns or
sublets all or any portion of its interest in this Lease other than to a
Permitted Transferee.


 


Section 8.05.  Landlord’s Insurance.  During the Lease Term, Landlord shall
maintain the following types of insurance, in the amounts specified below (the
cost of which shall be included in Operating Expenses to the extent permitted
in Article 3 above):


 


(a)                                  Liability
Insurance.  Commercial General
Liability Insurance (which insurance shall not exclude blanket, contractual
liability, broad form property damage, personal injury, or fire damage
coverage) covering the Building and Common Areas against claims for bodily
injury or death and property damage, which insurance shall provide coverage on
an occurrence basis with a combined single limit of not less than $3,000,000
per occurrence, and with general aggregate limits of not less than $10,000,000
for each policy year, which limits may be satisfied by any combination of
primary and excess or umbrella per occurrence policies.


 


(b)                                 Casualty
Insurance.  Special Form Insurance
(which insurance shall not exclude flood or earthquake) in the amount of the
full replacement cost of the Building, including, without limitation, any
improvements, if any, made pursuant to Section 2.02 above, but
excluding Tenant’s Property and any other items required to be insured by
Tenant pursuant to Section 8.04 above.


 


Section 8.06.  Waiver of Subrogation.  Notwithstanding anything contained in this
Lease to the contrary, Landlord and Tenant hereby waive any rights each may
have against the other on account of any loss of or damage to their respective
property, the Leased Premises, its contents, or other portions of the Building
or Common Areas arising from any risk which is required to be insured against
by Sections 8.04(a)(ii) and 8.05(b) above, or which is actually
insured against under any other casualty insurance held by such party at such
time.  The special form coverage
insurance policies maintained by Landlord and Tenant as provided in this Lease
shall include an endorsement containing an express waiver of any rights of
subrogation by the insurance company against Landlord and Tenant, as
applicable.  Any deductible amounts shall
be deemed amounts covered by insurance for purposes of this Section 8.06.


 


ARTICLE 9 - CASUALTY


 


In the
event of total or partial destruction of the Building, the Leased Premises, or
the Common Areas by fire or other casualty, Landlord agrees promptly to restore
and repair same; provided, however, Landlord’s obligation hereunder with
respect to the Leased Premises shall not include Tenant’s Property.  Rent shall proportionately abate during the
time that the Leased Premises or part thereof are unusable because of any such
damage.  Notwithstanding the foregoing,
if the Landlord determines that Building or the Leased Premises are (a) so
destroyed that they cannot be repaired or rebuilt within one hundred eighty
(180) days from the casualty date (or, within ninety (90) days from the
casualty date, if the damage or destruction occurs during the final twelve (12)
months of the Lease Term); or (b) destroyed by a casualty that is not covered
by the insurance required hereunder or, if covered, such insurance proceeds are
not released by any mortgagee entitled thereto or are insufficient to rebuild
the Building and the Leased Premises, then Landlord shall give written notice
to Tenant of such determination (the “Casualty Notice”) within sixty (60) days
of such casualty.  Either Landlord or
Tenant may terminate this Lease by giving written notice (the “Termination
Notice”) to the other party within thirty (30) days after Tenant’s receipt of
the Casualty Notice.  In the event this
Lease is terminated pursuant to the preceding sentence, such termination shall
be effective as of the forty-fifth (45th) day following a party’s
delivery of the Termination Notice. 
During any time period of construction following a casualty, Landlord
shall use reasonable efforts to provide Tenant with temporary space from which
to operate at a rental rate to be agreed upon at that time.  If the Lease is not terminated pursuant to
the provisions above and Landlord fails to substantially complete the
restoration and repair of the Leased Premises within three hundred


 


11





















 


sixty-five (365) days
after the date of the casualty (as such period may be extended due to force
majeure, as defined in Section 16.03 below, and any delay caused by
Tenant’s acts or omissions), then Tenant shall have the right to terminate this
Lease upon written notice to Landlord, so long as Tenant’s written notice is
received by Landlord prior to Landlord’s substantial completion of such
restoration and repair.


 


ARTICLE 10 - EMINENT DOMAIN


 


If all
or any substantial part of the Building or Common Areas (including access
thereto) shall be acquired by the exercise of eminent domain, Landlord may
terminate this Lease by giving written notice to Tenant on or before the date
possession thereof is so taken.  If all
or any part of the Leased Premises, the Building or the Common Areas shall be
acquired by the exercise of eminent domain so that the Leased Premises shall
become impractical for Tenant to use for the Permitted Use, Tenant may
terminate this Lease by giving written notice to Landlord on or before the date
possession thereof is so taken.  If this
Lease is terminated pursuant to this Article 10, to the extent possible,
the effective date of termination shall be the forty-fifth (45th)
day following a party’s delivery of notice of termination.  All damages awarded shall belong to Landlord;
provided, however, that Tenant may claim dislocation damages if such amount is
not subtracted from Landlord’s award.  If
only part of the Leased Premises is acquired by the exercise of eminent domain
and this Lease does not terminate pursuant to this Article 10, Landlord
shall, to the extent of the award it receives, restore the Leased Premises and
the Common Areas to a condition and to a size as nearly comparable as
reasonably possible to the condition and size thereof immediately prior to the
taking, and there shall be an equitable adjustment to the Minimum Annual Rent
and Additional Rent based on the actual loss of use of the Leased Premises
suffered by Tenant from the taking.


 


ARTICLE 11 - ASSIGNMENT AND SUBLEASE


 


Section 11.01.  Assignment and Sublease.


 


(a)                                  Tenant
shall not assign this Lease or sublet the Leased Premises in whole or in part
without Landlord’s prior written consent. 
In the event of any permitted assignment or subletting, Tenant shall
remain primarily liable hereunder, and any extension, expansion, rights of
first offer, rights of first refusal or other options granted to Tenant under
this Lease shall be rendered void and of no further force or effect unless the
parties otherwise agree at such time. 
The acceptance of rent from any other person shall not be deemed to be a
waiver of any of the provisions of this Lease or to be a consent to the
assignment of this Lease or the subletting of the Leased Premises.  Any assignment or sublease consented to by
Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord’s
consent to any subsequent assignment or sublease.


 


(b)                                 By
way of example and not limitation, Landlord shall be deemed to have reasonably
withheld consent to a proposed assignment or sublease if in Landlord’s
reasonable opinion (i) the business reputation of the proposed assignee or
subtenant is unacceptable; (ii) the financial worth of the proposed assignee or
subtenant is insufficient to meet the obligations hereunder, or (iii) the
prospective assignee or subtenant is a current tenant at the Park or is a
bona-fide third-party prospective tenant and Landlord has space available
within the Park to meet such tenant’s or prospective tenant’s needs.  Landlord further expressly reserves the right
to refuse to give its consent to any subletting if the proposed rent is
publicly advertised to be less than the then current rent for similar premises
in the Building.  If Landlord refuses to
give its consent to any proposed assignment or subletting, Landlord may, at its
option, within thirty (30) days after receiving a request to consent, terminate
this Lease by giving Tenant thirty (30) days prior written notice of such
termination, whereupon each party shall be released from all further
obligations and liability hereunder, except those which expressly survive the
termination of this Lease. 
Notwithstanding the foregoing, in the event Landlord elects to terminate
this Lease pursuant to the immediately preceding sentence, Tenant shall have
the right to withdraw its assignment or sublet request within two (2) business
days after receipt of Landlord’s termination notice, whereupon Landlord’s
termination shall be ineffective and this Lease shall continue in full force
and effect.


 


(c)                                  If
Tenant shall make any assignment or sublease, with Landlord’s consent, for a
rental in excess of the rent payable under this Lease, Tenant shall pay to
Landlord fifty percent (50%) of any such excess rental upon receipt (less any
actual third party out of pocket expenses incurred by Tenant in connection with
such assignment or subleasing).  Tenant
agrees to pay Landlord $500.00 upon demand by Landlord for reasonable
accounting and attorneys’ fees incurred in conjunction with the processing and
documentation of any requested assignment, subletting or any other
hypothecation of this Lease or Tenant’s interest in and to the Leased Premises
as consideration for Landlord’s consent.


 


Section 11.02.  Permitted Transfer.  Notwithstanding anything to the contrary
contained in Section 11.01 above, Tenant shall have the right,
without Landlord’s consent, but upon ten (10) days


 


12





















 


prior notice to Landlord,
to (a) sublet all or part of the Leased Premises to any related corporation or
other entity which controls Tenant, is controlled by Tenant or is under common
control with Tenant; (b) assign all or any part of this Lease to any related
corporation or other entity which controls Tenant, is controlled by Tenant, or
is under common control with Tenant, or to a successor entity into which or
with which Tenant is merged or consolidated or which acquires substantially all
of Tenant’s assets, stock or property; or (c) effectuate any public offering of
Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter
market, provided that in the event of a transfer pursuant to clause (b), the
tangible net worth after any such transaction is not less than the greater of
(i) the tangible net worth of Tenant as of the date that the Closing occurs
pursuant to Special Stipulation 11 of Exhibit
E to the Lease, and (ii) $10,000,000.00, and provided further
that such successor entity assumes all of the obligations and liabilities of
Tenant (any such entity hereinafter referred to as a “Permitted Transferee”).  For the purpose of this Article 11
“control” shall mean ownership of not less than fifty percent (50%) of all
voting stock or legal and equitable interest in such corporation or
entity.  Any such transfer shall not
relieve Tenant of its obligations under this Lease.  Nothing in this paragraph is intended to nor
shall permit Tenant to transfer its interest under this Lease as part of a
fraud or subterfuge to intentionally avoid its obligations under this Lease
(for example, transferring its interest to a shell corporation that
subsequently files a bankruptcy), and any such transfer shall constitute a
Default hereunder.  Any change in control
of Tenant resulting from a merger, consolidation, or stock transfer, or any
sale of substantially all of the assets of Tenant that do not meet the
requirements of this Section 11.02 shall be deemed an assignment or
transfer that requires Landlord’s prior written consent pursuant to Section 11.01
above.


 


ARTICLE 12 - TRANSFERS BY LANDLORD


 


Section 12.01.  Sale of the Building.  Landlord shall have the right to sell the
Building at any time during the Lease Term, subject only to the rights of
Tenant hereunder; and such sale shall operate to release Landlord from
liability hereunder for any matter occurring after the date of such conveyance
provided the purchaser or other transferee assumes all obligations of Landlord
under this Lease.


 


Section 12.02.  Estoppel Certificate.


 


(a)                                  Within
ten (10) days following receipt of a written request from Landlord, Tenant
shall execute and deliver to Landlord, without cost to Landlord, an estoppel
certificate in such form as Landlord may reasonably request certifying (a) that
this Lease is in full force and effect and unmodified or stating the nature of
any modification, (b) the date to which rent has been paid, (c) that there are
not, to Tenant’s knowledge, any uncured defaults or specifying such defaults if
any are claimed, and (d) any other matters or state of facts reasonably
required respecting the Lease.  Such
estoppel may be relied upon by Landlord and by any purchaser or mortgagee of
the Building.


 


(b)                                 Within
ten (10) days following receipt of a written request from Tenant, Landlord
shall execute and deliver to Tenant an estoppel certificate in such form as
Tenant may reasonably request certifying (i) that this Lease is in full force
and effect and unmodified or stating the nature of any modification, (ii) the
date to which rent has been paid, (iii) that there are not, to Landlord’s
knowledge, any uncured defaults or specifying such defaults if any are claimed,
and (iv) any other matters or state of facts reasonably required respecting the
Lease, it being intended that any such statement delivered pursuant hereto may
be relied upon by Tenant, by any assignee or sublessee of the Leased Premises,
and by any other person or entity reasonably requested by Tenant.


 


Section 12.03.  Subordination.  Landlord shall have the right to subordinate
this Lease to any mortgage, deed to secure debt, deed of trust or other
instrument in the nature thereof, and any amendments or modifications thereto
(collectively, a “Mortgage”) presently existing or hereafter encumbering the
Building by so declaring in such Mortgage provided that the holder of said
Mortgage agrees not to disturb Tenant’s possession of the Leased Premises so
long as Tenant is not in default hereunder, as evidenced by a subordination,
non-disturbance agreement signed by said holder and reasonably acceptable to
Tenant.  Promptly following Landlord’s request,
Tenant shall execute such a subordination and non-disturbance agreement.  Notwithstanding the foregoing, if the holder
of the Mortgage shall take title to the Leased Premises through foreclosure or
deed in lieu of foreclosure, Tenant shall be allowed to continue in possession
of the Leased Premises as provided for in this Lease so long as Tenant is not
in Default.  As of the date of this
Lease, there is no Mortgage encumbering the Building.


 


ARTICLE 13 - DEFAULT AND REMEDY


 


Section 13.01.  Default.  The occurrence of any of the following shall
be a “Default”:


 


13





















 


(a)                                  Tenant
fails to pay any Monthly Rental Installments or Additional Rent (i) within five
(5) business days following written notice from Landlord on the first two (2)
occasions in any twelve (12) month period, and (ii) within five (5) business
days after the same is due on any subsequent occasion within said twelve (12)
month period.


 


(b)                                 Tenant
fails to perform or observe any other term, condition, covenant or obligation
required under this Lease for a period of thirty (30) days after written notice
thereof from Landlord; provided, however, that if the nature of Tenant’s
default is such that more than thirty (30) days are reasonably required to
cure, then such default shall be deemed to have been cured if Tenant commences
such performance within said thirty (30) day period and thereafter diligently
completes the required action within a reasonable time.


 


(c)                                  Intentionally
Omitted.


 


(d)                                 Tenant
shall assign or sublet all or a portion of the Leased Premises in contravention
of the provisions of Article 11 of this Lease and does not cure
such default within ten (10) business days following notice of the same.


 


(e)                                  All
or substantially all of Tenant’s assets in the Leased Premises or Tenant’s
interest in this Lease are attached or levied under execution (and Tenant does
not discharge the same within sixty (60) days thereafter); a petition in
bankruptcy, insolvency or for reorganization or arrangement is filed by or
against Tenant (and Tenant fails to secure a stay or discharge thereof within
sixty (60) days thereafter); Tenant is insolvent and unable to pay its debts as
they become due; Tenant makes a general assignment for the benefit of creditors;
Tenant takes the benefit of any insolvency action or law; the appointment of a
receiver or trustee in bankruptcy for Tenant or its assets if such receivership
has not been vacated or set aside within thirty (30) days thereafter; or,
dissolution or other termination of Tenant’s corporate charter if Tenant is a
corporation and provided this Lease has not been assigned as permitted herein.


 


Section 13.02.  Remedies.  Upon the occurrence of any Default, Landlord
shall have the following rights and remedies, in addition to those allowed by
law or in equity, any one or more of which may be exercised without further
notice to Tenant:


 


                                                (a)                                  Terminate
this Lease by giving Tenant notice of termination, in which event this Lease
shall expire and terminate on the date specified in such notice of termination
and all rights of Tenant under this Lease and in and to the Leased Premises
shall terminate.  Tenant shall remain
liable for all obligations under this Lease arising up to the date of such
termination, and Tenant shall surrender the Leased Premises to Landlord on the
date specified in such notice. 
Furthermore, provided Landlord has not collected in full from Tenant
under subsection (c) below, Tenant shall be liable to Landlord for the
unamortized balance of any Tenant improvement allowance and brokerage fees paid
in connection with the Lease, except to the extent Landlord exercises any
remedy to collect the present value of the remaining rent due under this Lease. 


 


(b)                                 Without
terminating this Lease, and with or without notice to Tenant, re-enter the
Leased Premises and cure any default of Tenant, and Tenant shall reimburse
Landlord as Additional Rent for any costs and expenses which Landlord thereby
incurs; and Landlord shall not be liable to Tenant for any loss or damage which
Tenant may sustain by reason of Landlord’s action except to the extent of
Landlord’s negligence or willful misconduct not otherwise waived by Tenant
pursuant to Section 8.06 above or any other provision of this
Lease.


 


(c)                                  Terminate
this Lease as provided in subparagraph (a) above and recover from Tenant all
damages Landlord may incur by reason of Tenant’s default, including, without
limitation, an amount which, at the date of such termination is equal to the
sum of the following:  (i) the value of
the excess, if any, discounted at the prime rate of interest (as reported in
the Wall Street Journal), of (A) the Minimum Annual Rent,
Additional Rent and all other sums that would have been payable hereunder by
Tenant for the period for the remainder of the Lease Term had this Lease not
been terminated (said period being referred to herein as the “Remaining Term”),
less (B) the aggregate reasonable rental value of the Leased Premises
for the Remaining Term, as determined by a real estate broker licensed in the
State of Georgia who has at least ten (10) years of experience; (ii) the costs
of recovering possession of the Leased Premises and all other expenses incurred
by Landlord due to Tenant’s Default, including, without limitation, reasonable
attorney’s fees and the cost to prepare the Leased Premises for re-letting;
provided, however, that for purposes of this clause (ii), the cost to prepare
the Leased Premises for re-letting shall not exceed $7.00 per rentable square
foot of space within the Leased Premises (all costs and expenses set forth in
this clause (ii) being referred to herein, collectively, as the “Default
Damages”); and (iii) the unpaid Minimum Annual Rent and Additional Rent that
accrued prior to the date of termination, plus any


 


14





















 


interest and late fees
due hereunder and any other sums of money and damages owing on the date of
termination by Tenant to Landlord under this Lease or in connection with the
Leased Premises (all amounts set forth in this clause (iii) being referred to
herein, collectively, as the “Prior Obligations”).  The amount as calculated above shall be
deemed immediately due and payable. 
Landlord and Tenant acknowledge and agree that the payment of the amount
set forth in clause (i) above shall not be deemed a penalty, but shall merely
constitute payment of liquidated damages, it being understood that actual
damages to Landlord are extremely difficult, if not impossible, to
ascertain.  Tenant expressly acknowledges
and agrees that the liabilities and remedies specified in this subparagraph (c)
shall survive the termination of this Lease.


 


(d)                                 Intentionally
Omitted.


 


(e)                                  Without
terminating this Lease, terminate Tenant’s right to possession of the Leased
Premises as of the date of Tenant’s Default, and thereafter (i) neither Tenant
nor any person claiming under or through Tenant shall be entitled to possession
of the Leased Premises, and Tenant shall immediately surrender the Leased
Premises to Landlord; and (ii) Landlord may re-enter the Leased Premises and
dispossess Tenant and any other occupants of the Leased Premises by any lawful
means and may remove their effects, without prejudice to any other remedy which
Landlord may have.  Thereafter, Landlord
may, but shall not be obligated to, re-let all or any part of the Leased
Premises as the agent of Tenant for a term different from that which would
otherwise have constituted the balance of the Lease Term and for rent and on
terms and conditions different from those contained herein, whereupon Tenant
shall be obligated to pay to Landlord as liquidated damages the difference
between the rent provided for herein and that provided for in any lease
covering a subsequent re-letting of the Leased Premises, for the Remaining
Term, together with all Default Damages. 
Neither the filing of a dispossessory proceeding nor an eviction of
personalty in the Leased Premises shall be deemed to terminate the Lease.


 


(f)                                    Allow
the Leased Premises to remain unoccupied and collect rent from Tenant as it
comes due; provided, however, that to the extent required by applicable law,
Landlord will use reasonable efforts to mitigate its damages.  Without limiting the foregoing, Landlord
agrees to add the Leased Premises to its inventory of vacant space.


 


(g)                                 Sue
for injunctive relief or to recover damages for any loss resulting from the
Default.


 


Section 13.03.  Landlord’s Default and Tenant’s Remedies.  Landlord shall be in default if it fails to
perform any term, condition, covenant or obligation required under this Lease
for a period of thirty (30) days after written notice thereof from Tenant to
Landlord; provided, however, that if the term, condition, covenant or
obligation to be performed by Landlord is such that it cannot reasonably be
performed within thirty (30) days, such default shall be deemed to have been
cured if Landlord commences such performance within said thirty-day period and
thereafter diligently undertakes to complete the same and does in fact, within
a reasonable time thereafter, complete the same.  Upon the occurrence of any such default,
Tenant may sue for injunctive relief or to recover damages for any loss
directly resulting from the breach, but Tenant shall not be entitled to
terminate this Lease or withhold, offset or abate any sums due hereunder;
provided, however, that the foregoing shall not be deemed to waive Tenant’s
right to make a constructive eviction claim under Georgia law. As to Landlord’s
maintenance and repair obligations hereunder, if Landlord has not cured or
commenced to cure a maintenance or repair default set forth in said notice from
Tenant within said 30-day period (or, in the event of an emergency, such lesser
period of time as is reasonable under the circumstances), Tenant may undertake
all reasonable action to cure Landlord’s failure of performance.  If Tenant elects to cure said default, Tenant
shall, prior to commencement of said work, provide to Landlord a specific
description of the work to be performed by Tenant and the name of Tenant’s
contractor.  Any materials used shall be
of equal or better quality than currently exists in the Building and Tenant’s
contractor shall be adequately insured and of good reputation. Landlord agrees
to reimburse Tenant on demand for all reasonable, third party out-of-pocket
expenses incurred by Tenant in connection therewith plus an administrative fee
equal to five percent (5%) of such expenses, provided that Tenant delivers to
Landlord adequate bills or other supporting evidence substantiating said cost.  If Landlord fails to reimburse Tenant or give
Tenant notice of objection to such reimbursement within sixty (60) days
following Tenant’s demand, and if Landlord’s objection to such reimbursement is
resolved against Landlord by agreement of the parties or by a court of
competent jurisdiction to which the dispute has been submitted by the parties,
Tenant shall have the right to set off said reimbursement from the rental
payable by Tenant to Landlord hereunder.


 


Section 13.04.  Limitation of Landlord’s Liability.  If Landlord shall fail to perform any term,
condition, covenant or obligation required to be performed by it under this
Lease and if Tenant shall, as a consequence thereof, recover a money judgment
against Landlord, Tenant agrees that it shall look solely to Landlord’s right,
title and interest in and to the Building including any rents and profits
therefrom, net


 


15





















 


proceeds of the sale or
refinancing (after paying off any encumbrances), and any insurance proceeds or
condemnation awards not applied to the reconstruction or restoration of the
Building or the Leased Premises for the collection of such judgment; and Tenant
further agrees that no other assets of Landlord shall be subject to levy,
execution or other process for the satisfaction of Tenant’s judgment.


 


Section 13.05.  Nonwaiver of Defaults.  Neither party’s failure or delay in
exercising any of its rights or remedies or other provisions of this Lease
shall constitute a waiver thereof or affect its right thereafter to exercise or
enforce such right or remedy or other provision.  No waiver of any default shall be deemed to
be a waiver of any other default. 
Landlord’s receipt of less than the full rent due shall not be construed
to be other than a payment on account of rent then due, nor shall any statement
on Tenant’s check or any letter accompanying Tenant’s check be deemed an accord
and satisfaction.  No act or omission by
Landlord or its employees or agents during the Lease Term shall be deemed an
acceptance of a surrender of the Leased Premises, and no agreement to accept
such a surrender shall be valid unless in writing and signed by Landlord.


 


Section 13.06.  Attorneys’ Fees.  If either party defaults in the performance
or observance of any of the terms, conditions, covenants or obligations
contained in this Lease and the non-defaulting party obtains a judgment against
the defaulting party, then the defaulting party agrees to reimburse the
non-defaulting party for reasonable attorneys’ fees incurred in connection therewith.  In addition, if a monetary Default shall
occur and Landlord engages outside counsel to exercise its remedies hereunder,
and then Tenant cures such monetary Default, Tenant shall pay to Landlord, on
demand, all expenses incurred by Landlord as a result thereof, including
reasonable attorneys’ fees, court costs and expenses actually incurred.


 


ARTICLE 14 - LANDLORD’S RIGHT TO RELOCATE
TENANT


 


INTENTIONALLY OMITTED


 


ARTICLE 15 - TENANT’S RESPONSIBILITY
REGARDING


ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES


 


Section 15.01.  Environmental Definitions.


 


(a)                                  “Environmental
Laws” shall mean all present or future federal, state and municipal laws,
ordinances, rules and regulations applicable to the environmental and
ecological condition of the Leased Premises, and the rules and regulations of
the Federal Environmental Protection Agency and any other federal, state or
municipal agency or governmental board or entity having jurisdiction over the
Leased Premises.


 


(b)                                 “Hazardous
Substances” shall mean those substances included within the definitions of “hazardous
substances,” “hazardous materials,” “toxic substances” “solid waste” or “infectious
waste” under Environmental Laws and petroleum products.


 


Section 15.02.  Restrictions on Tenant.  Tenant shall not cause or permit the use,
generation, release, manufacture, refining, production, processing, storage or
disposal of any Hazardous Substances on, under or about the Leased Premises, or
the transportation to or from the Leased Premises of any Hazardous Substances,
except with Landlord’s prior consent, in which case the use, storage or
disposal of such Hazardous Substances shall be performed in compliance with the
Environmental Laws and the highest standards prevailing in the industry.


 


Section 15.03.  Notices, Affidavits, Etc.  Tenant shall immediately (a) notify Landlord
of (i) any violation by Tenant, its employees, agents, representatives,
customers, invitees or contractors of any Environmental Laws on, under or about
the Leased Premises, or (ii) the presence or suspected presence of any
Hazardous Substances on, under or about the Leased Premises, and (b) deliver to
Landlord any notice received by Tenant relating to (a)(i) and (a)(ii)
above from any source.  Tenant shall
execute affidavits, representations and the like within five (5) days of
Landlord’s request therefor concerning Tenant’s actual knowledge and belief
regarding the presence of any Hazardous Substances on, under or about the
Leased Premises.


 


Section 15.04.  Tenant’s Indemnification.  Tenant shall indemnify Landlord and Landlord’s
managing agent from any and all claims, losses, liabilities, costs, expenses
and damages, including attorneys’ fees, costs of testing and remediation costs,
incurred by Landlord in connection with any breach by Tenant of its obligations
under this Article 15.  The
covenants and obligations under this Article 15 shall survive the
expiration or earlier termination of this Lease.


 


16





















 


Section 15.05.  Existing Conditions.  Notwithstanding anything contained in this Article 15
to the contrary, Tenant shall not have any liability to Landlord under this Article 15
resulting from any conditions existing, or events occurring, or any Hazardous
Substances existing or generated, at, in, on, under or in connection with the
Leased Premises prior to the Commencement Date of this Lease (or any earlier
occupancy of the Leased Premises by Tenant) except to the extent Tenant
exacerbates the same.


 


Section 15.06.  Landlord’s Representations Regarding
Existing Conditions.  Landlord
represents that to Landlord’s actual knowledge, neither Landlord nor any
predecessor owner of the Building or underlying land has treated, stored or
disposed of any Hazardous Substances upon or within the Building or underlying
land.


 


Section 15.07.  Landlord’s Indemnification.  Landlord hereby agrees to indemnify Tenant
and hold Tenant harmless from and against any and all reasonable and actual
expense, loss and liability suffered by Tenant (with the exception of any and
all punitive or consequential damages) by reason of (a) Hazardous Substances
disposed upon or within the Leased Premises during the Lease Term by Landlord
or its agents, or (b) Landlord’s breach of the representations set forth in Section 15.06
above.  Notwithstanding the foregoing,
Landlord shall have the right to undertake and perform any studying, remedying,
removing, disposing or otherwise addressing the existence of any Hazardous
Substances that are the responsibility of Landlord hereunder and of all communications
with regulatory or governmental agencies with respect thereto, and Tenant shall
not perform such acts and communications nor be entitled to any indemnification
hereunder unless (x) Tenant is specifically required by Environmental Laws to
perform such acts, and (y) Landlord has failed or refused to perform such acts
and communications after having been afforded reasonable written notice by
Tenant and having had reasonable opportunity to perform such acts and
communications.


 


ARTICLE 16 - MISCELLANEOUS


 


Section 16.01.  Benefit of Landlord and Tenant.  This Lease shall inure to the benefit of and
be binding upon Landlord and Tenant and their respective successors and
assigns.


 


Section 16.02.  Governing Law.  This Lease shall be governed in accordance
with the laws of the State where the Building is located.


 


Section 16.03.  Force Majeure.  Landlord and Tenant (except with respect to
the payment of any monetary obligation) shall be excused for the period of any
delay in the performance of any obligation hereunder when such delay is
occasioned by causes beyond its control, including but not limited to work
stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment,
labor or energy; unusual weather conditions; or acts or omissions of governmental
or political bodies; provided, however, that the foregoing shall be subject to
Tenant’s rights of abatement as set forth above.


 


Section 16.04.  Examination of Lease.  Submission of this instrument by Landlord to
Tenant for examination or signature does not constitute an offer by Landlord to
lease the Leased Premises.  This Lease
shall become effective, if at all, only upon the execution by and delivery to
both Landlord and Tenant.  Execution and
delivery of this Lease by Tenant to Landlord constitutes an offer to lease the
Leased Premises on the terms contained herein.


 


Section 16.05.  Indemnification for Leasing Commissions.  The parties hereby represent and warrant that
the only real estate brokers involved in the negotiation and execution of this
Lease are the Brokers and that no other party is entitled, as a result of the
actions of the respective party, to a commission or other fee resulting from
the execution of this Lease.  Each party
shall indemnify the other from any and all liability for the breach of this
representation and warranty on its part or for any liability resulting from a
broker or similar party’s claim that it is entitled to a commission or similar
compensation based on the acts or omissions of a party to this Lease, and shall
pay any compensation to any other broker or person who may be entitled
thereto.  Landlord shall pay any
commissions due Brokers based on this Lease pursuant to separate agreements
between Landlord and Brokers.


 


Section 16.06.  Notices.  Any notice required or permitted to be given
under this Lease or by law shall be deemed to have been given if it is written
and delivered in person or by overnight courier or mailed by certified mail,
postage prepaid, to the party who is to receive such notice at the address
specified in Section 1.01(l). 
Notice shall be deemed to have been given on the date that such notice
is received or on the date such receipt is refused.  Rejection or other refusal by the addressed
to accept or the inability to deliver because of a changed address of which no
notice was given shall be deemed to be receipt of the notice sent.  Either party may change its address by giving
written notice thereof to the other party.


 


17





















 


Section 16.07.  Partial Invalidity; Complete Agreement.  If any provision of this Lease shall be held
to be invalid, void or unenforceable, the remaining provisions shall remain in
full force and effect.  This Lease
represents the entire agreement between Landlord and Tenant covering everything
agreed upon or understood in this transaction. 
There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the execution
hereof or in effect between the parties. 
No change or addition shall be made to this Lease except by a written
agreement executed by Landlord and Tenant.


 


Section 16.08.  Financial Statements.  Following the Closing, during the Lease Term
and any extensions thereof, Tenant shall, upon request, provide to Landlord on
an annual basis, within ninety (90) days following the end of Tenant’s fiscal
year, a copy of Tenant’s most recent annual report prepared as of the end of
Tenant’s fiscal year.  Without limiting
the foregoing, in the event that Tenant is no longer a publicly traded company,
Tenant shall provide to Landlord on an annual basis, within ninety (90) days
following the end of Tenant’s fiscal year, a copy of Tenant’s most recent
financial statements prepared as of the end of Tenant’s fiscal year.  Such financial statements shall be signed by
Tenant (or an officer of Tenant, if applicable) who shall attest to the truth
and accuracy of the information set forth in such statements, or if the Minimum
Annual Rent hereunder exceeds $100,000.00, said statements shall be certified
and audited, if available.  All financial
statements provided by Tenant to Landlord hereunder shall be prepared in
conformity with generally accepted accounting principles, consistently
applied.  Landlord agrees that it shall
maintain the confidentiality of such financial statements during the Lease
Term; provided, however, that said obligation shall not be construed so as to
prohibit Landlord from disclosing the contents of the financial statements to
(a) officers and employees of Landlord and those agents, attorneys and
consultants of Landlord reasonably requiring access, (b) actual or prospective
lenders, purchasers, investors or shareholders of Landlord, (c) any entity or
agency required by law, or (d) any entity or agency which is reasonably
necessary to protect Landlord’s interest in any action, suit or proceeding
brought by or against Landlord and relating to the subject matter of this
Lease.


 


Section 16.09.  Representations and Warranties.


 


(a)                                  Tenant
hereby represents and warrants that (i) Tenant is duly organized, validly
existing and in good standing (if applicable) in accordance with the laws of
the State under which it was organized; (ii) Tenant is authorized to do
business in the State where the Building is located; and (iii) the
individual(s) executing and delivering this Lease on behalf of Tenant has been
properly authorized to do so, and such execution and delivery shall bind Tenant
to its terms.


 


(b)                                 Landlord
hereby represents and warrants that (i) Landlord is duly organized, validly
existing and in good standing (if applicable) in accordance with the laws of
the State under which it was organized; (ii) Landlord is authorized to do
business in the State where the Building is located; and (iii) the individual(s)
executing and delivering this Lease on behalf of Landlord has been properly
authorized to do so, and such execution and delivery shall bind Landlord to its
terms.


 


Section 16.10.  Signage.  Tenant may, at its own expense, erect a sign
concerning the business of Tenant that shall be in keeping with the decor and
other signs on the Building.  All signage
(including the signage described in the preceding sentence) in or about the
Leased Premises shall be first approved by Landlord and shall be in compliance
with any codes and recorded restrictions applicable to the sign or the
Building.  The location, size and style
of all signs shall be approved by Landlord. 
Tenant agrees to maintain any sign in good state of repair, and upon
expiration of the Lease Term, Tenant agrees to remove such signs promptly and
repair any damage to the Leased Premises.


 


Section 16.11.  Consent.  Where the consent of a party is required
hereunder, such consent will not be unreasonably withheld, conditioned or
delayed.


 


Section 16.12.  Time. 
Time is of the essence of each term and provision of this Lease.


 


Section 16.13.  Usufruct.  Tenant’s interest in the Leased Premises is a
usufruct, not subject to levy and sale, and not assignable by Tenant except as
expressly set forth herein.


 


Section 16.14.  Guaranty.  In consideration of Landlord’s leasing the
Leased Premises to Tenant, Tenant shall provide Landlord with an Unconditional
Guaranty of Lease in the form attached hereto as Exhibit F, executed by the Guarantor, subject to the terms
and conditions of Special Stipulation 12 attached as Exhibit E hereto.


 


 


(SIGNATURES CONTAINED ON FOLLOWING PAGE)


 


18





















 


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


 


 


	
  Signed, sealed
  and delivered

  	
  LANDLORD:

  
	
  as to Landlord,
  in the

  	
   

  
	
  presence of:

  	
  DUKE REALTY
  LIMITED PARTNERSHIP, an

  Indiana limited partnership 

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unofficial
  Witness

  	
   

  	
   

  	
  By:

  	
  Duke Realty
  Corporation,

  its General Partner 

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [notarized]

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Bob Chapman

  	
   

  
	
  Notary Public

  	
   

  	
   

  	
   

  	
  Name:

  	
  Bob Chapman

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  SEVP

  	
   

  
									



 


 


	
  Signed, sealed
  and delivered

  	
  TENANT:

  
	
  as to Tenant, in
  the

  	
   

  
	
  presence of: 

  	
  NEENAH PAPER,
  INC., a Delaware corporation 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Sean T.
  Erwin

  	
   

  
	
  Unofficial
  Witness 

  	
   

  	
  Name:

  	
  Sean T. Erwin

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and
  CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [notarized]

  	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
  Attest:

  	
  /s/ Steve S.
  Heinrichs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steve S.
  Heinrichs

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Secretary

  	
   

  
								



 


19





















 


EXHIBIT A


 


SITE PLAN OF LEASED PREMISES


 


[TO BE ADDED]


 





















 


EXHIBIT B


 


TENANT IMPROVEMENTS


 


1.                                       Condition
of Leased Premises.


 


(a)                                  Tenant
has personally inspected the Leased Premises and accepts the same “AS IS” without representation or warranty by Landlord of
any kind, except as otherwise expressly set forth herein; provided, however,
nothing herein shall be deemed to negate Landlord’s maintenance and repair
obligations as expressly set forth herein. 
Tenant shall be responsible for constructing the interior improvements
within the Leased Premises as described in Exhibit
B-1 attached hereto (the “Tenant Improvements”).  Landlord hereby approves (i) Gobbell Hays
Partners, Inc., HESM&, Inc., Harris, Perry & Associates, Inc., and
Facilities Consulting Services, Inc., as Tenant’s architect/engineer, (ii)
Malone Construction Co. as Tenant’s construction contractor, (iii) Inglett
& Stubbs as Tenant’s electrical subcontractor, and (iv) Mallory and Evans
as Tenant’s mechanical and plumbing subcontractor.  Promptly following the execution of this
Lease, Tenant shall forward to its architect/engineer (and copy Landlord on the
transmittal) Landlord’s building standards heretofore delivered to Tenant, and
Tenant shall cause its architect/engineer to comply with said building
standards.  Promptly following the
execution of this Lease, Tenant shall forward to its contractor (and copy
Landlord on the transmittal) Landlord’s mechanical, electrical and plumbing
specifications and Landlord’s rules of conduct, all of which have been
delivered to Tenant prior to the date of this Lease, and Tenant shall cause
said contractor to comply with said specifications and rules of conduct.  At Landlord’s request, Tenant shall
coordinate a meeting among Landlord, Tenant and Tenant’s contractor to discuss
the Building systems and other matters related to the construction of the
Tenant Improvements.


 


(b)                                 Landlord
shall deliver the Leased Premises to Tenant in broom-clean condition upon the
later to occur of (i) full execution of this Lease, and (ii) Tenant’s delivery
to Landlord of Tenant’s certificates of insurance as required under Section 8.04
of the Lease.  In the event that Landlord
fails to deliver the Leased Premises within two (2) business days following the
later to occur of subsection (i) or (ii) above, the Commencement Date (and
the expiration of the Lease Term) shall be postponed one day for each day that
Landlord fails to deliver the Leased Premises. 
Tenant’s acceptance of the Leased Premises prior to the Commencement
Date shall not be deemed to create an obligation to pay Minimum Annual Rent or
Additional Rent prior to the dates set forth herein; provided, however, that
Tenant shall otherwise comply with all of the terms and conditions of this
Lease upon acceptance of the Leased Premises.


 


(c)                                  Prior
to the Commencement Date, Tenant shall perform the work described on Exhibit B-2 attached hereto (the “Compliance
Work”).  Following Tenant’s completion of
the Compliance Work, Landlord shall reimburse Tenant for the cost of the
Compliance Work, up to $62,083.00 (the “Compliance Allowance”), within thirty
(30) days following Tenant’s request therefor (which request shall be
accompanied by evidence of such cost reasonably acceptable to Landlord).  Tenant acknowledges and agrees that, to Tenant’s
knowledge, following the Compliance Work (i) the restrooms will comply with all
ADA (as hereinafter defined) requirements, (ii) there will be no code
compliance issues with regard to the separation of walls with adjacent tenants,
and (iii) the heating, ventilation and air-conditioning system will be in
compliance with code with regard to the outside air and installation.  Landlord shall not charge a construction
management fee in connection with the Compliance Work.


 


2.                                       Preparation
of CD’s.  On or before the
forty-fifth (45th) day following the date hereof, Tenant shall, at
Tenant’s sole cost and expense, prepare and submit to Landlord a set of
permittable construction drawings (the “CD’s”), based on the preliminary plans
attached hereto as Exhibit B-1
and made a part hereof, covering all work to be performed by Tenant in
constructing the Tenant Improvements. 
Tenant shall have no right to request any Tenant Improvements that would
materially alter the exterior appearance or basic nature of the Building or the
Building systems without Landlord’s consent. 
Landlord shall have seven (7) days after receipt of the CD’s in which to
review the CD’s and in which to give Tenant written notice of its approval of
the CD’s or its requested changes to the CD’s. 
If Landlord reasonably requests any changes to the CD’s, Tenant shall
make such changes and shall, within seven (7) days of its receipt of Landlord’s
requested changes (if any), submit the revised portion of the CD’s to
Landlord.  Landlord shall have five (5)
business days after receipt of the revised CD’s in which to review said revised
CD’s and in which to give to Tenant written notice of its approval of the
revised CD’s or its requested changes thereto. 
This process shall continue until such time, if at all, that Landlord
approves the CD’s in accordance with this paragraph.  Tenant shall at all times in its preparation
of the CD’s, and of any revisions thereto, act reasonably and in good
faith.  Landlord shall at all times in
its review of the CD’s, and any revisions thereto, act reasonably and in good
faith.  Landlord’s failure to respond
within the time periods set forth in this paragraph shall result in Landlord’s
approval being deemed given.


 


B-1





















 


3.                                       Construction
of Tenant Improvements.  Prior to
commencing the construction of the Tenant Improvements, Tenant shall deliver to
Landlord (a) evidence of insurance (whether carried by Tenant or its
contractor), which insurance shall be maintained throughout the construction of
the Tenant Improvements, and (b) a project schedule in detail reasonably
satisfactory to Landlord.  Throughout the
construction of the Tenant Improvements, Tenant shall notify Landlord promptly
of any material deviations from such project schedule.  Tenant or its contractor shall construct the
Tenant Improvements in a good, first-class and workmanlike manner and in
accordance with the CD’s, subject to such changes as may be requested by Tenant
and reasonably approved by Landlord, and all applicable governmental
regulations.  In the event Tenant intends
to change the CD’s after the same have been approved by Landlord, Tenant shall
submit such change orders to Landlord and Landlord shall respond with comments
to the same within five (5) business days of receipt of the change order, or
Landlord shall be deemed to have approved the change order.  Except as otherwise set forth herein, if
Tenant shall fail to complete the Tenant Improvements by the Commencement Date,
Tenant’s obligation to pay Minimum Annual Rent and Additional Rent hereunder
shall nevertheless begin on the Commencement Date.  Landlord shall have the right, from time to
time throughout the construction process, to enter upon the Leased Premises to
perform periodic inspections of the Tenant Improvements provided that such
inspection follows advance written notice from the Landlord and provided such
inspection does not unreasonably interrupt or interfere with the completion of
the Tenant Improvements.  Tenant agrees
to respond to and address promptly any reasonable concerns raised by Landlord
during or as a result of such inspections.


 


4.                                       Punchlist.  Upon substantial completion of the Tenant
Improvements, a representative of Landlord and a representative of Tenant
together shall inspect the Leased Premises and generate a punchlist of
defective or uncompleted items relating to the completion of construction of
the Tenant Improvements.  Tenant shall,
within a reasonable time after such punchlist is prepared and agreed upon by
Landlord and Tenant, complete such incomplete work and remedy such defective
work as are set forth on the punchlist.


 


5.                                       Improvement
Costs.  Landlord shall reimburse
Tenant for the Improvement Costs (as hereinafter defined) incurred in
constructing the Tenant Improvements, up to an amount equal to $212,835.00 (the
“Tenant Allowance”), as follows:


 


(a)                                  Landlord
shall pay fifty percent (50%) of the Tenant Allowance, less a holdback (the “Holdback”)
equal to ten percent (10%), to Tenant at such time as:


 


(i)                                     Tenant
has delivered to Landlord a copy of Tenant’s building permit;


 


(ii)                                  Tenant
has received Landlord’s written approval of the CD’s (or Landlord’s approval of
the CD’s has been deemed given);


 


(iii)                               Tenant’s
contractor has completed fifty percent (50%) of the Tenant Improvements within
the Leased Premises, as evidenced by a certificate from Tenant’s architect and
invoices, receipts and other evidence reasonably required by Landlord to
evidence the cost of the Tenant Improvements made as of the date of Tenant’s
request for payment; and


 


(iv)                              Tenant
has delivered to Landlord partial lien waivers for the first fifty percent
(50%) of the Tenant Improvements from Tenant’s contractor relating to the
construction of the first fifty percent (50%) of the Tenant Improvements.


 


(b)                                 Landlord
shall pay the remainder of the Tenant Allowance (less the Holdback and the Fee,
as hereinafter defined) to Tenant at such time as Tenant’s contractor has:


 


(i)                                     substantially
completed the Tenant Improvements and received a certificate of occupancy from
the applicable governing authority;


 


(ii)                                  delivered
to Landlord lien waivers and affidavits from Tenant’s contractor, together with
any other evidence reasonably required by Landlord to satisfy Landlord’s title
insurer that there are no parties entitled to file a lien against the real
property underlying the Park in connection with such work; and


 


(iii)                               delivered
to Landlord all invoices, receipts and other evidence reasonably required by
Landlord to evidence the cost of the Tenant Improvements.


 


2





















 


(c)                                  Landlord
shall pay the Holdback to Tenant at such time as Tenant has completed the
incomplete work and remedied the defective work set forth on the punchlist.


 


(d)                                 Landlord
shall be entitled to a construction management fee in an amount equal to three
percent (3%) of the Tenant Allowance (the “Fee”).  At Landlord’s option, the Fee shall either be
(A) applied against the Tenant Allowance, or (B) billed to Tenant (in which
case Tenant shall pay the Fee to Landlord within ten (10) days following
Landlord’s delivery of an invoice to Tenant).


 


(e)                                  For
purposes of this Lease, the term “Improvement Costs” shall mean the cost of the
CD’s and any other design related costs and all tenant buildout, including, without
limitation, demising walls and utilities. 
Tenant shall be responsible for all Improvement Costs in excess of the
Tenant Allowance.


 


(f)                                    In
the event that Landlord fails to make any required payment of the Tenant
Allowance or the Compliance Allowance, such unpaid amount shall bear interest
from the due date thereof to the date of payment at the Prime Rate (as defined
in Section 3.04 of the Lease) plus six percent (6%) per annum;
provided, however, that in no event shall such interest rate exceed twelve
percent (12%) per annum.  In addition, to
the extent that such payments from Landlord remain unpaid, provided that Tenant
has complied with all of the terms and conditions of this paragraph 5 and
Tenant is not in default under the Lease, Tenant shall have the right to set
off the amount of such payment from the next Monthly Rental Installment(s) due
under the Lease.


 


6.                                       Certificate
of Occupancy.  Tenant acknowledges
and agrees that Tenant shall have no right to conduct its business at the
Leased Premises unless and until Tenant delivers to Landlord an original
certificate of occupancy for the Leased Premises, to the extent applicable.


 


3





















 


EXHIBIT B-1


 


PRELIMINARY PLANS


 


[TO BE ADDED]


 


B-1-1





















 


EXHIBIT B-2


 


COMPLIANCE WORK


 


[TO BE ADDED]


 





















 


EXHIBIT C


 


LETTER OF UNDERSTANDING


 


Duke
Realty Limited Partnership


Attention:                                           ,
Property Manager


[Address]


[City, State Zip]


 


RE:                              Lease
Agreement between Duke Realty Limited
Partnership, an Indiana limited partnership (“Landlord”) and                                                                                     
(“Tenant”) for the Leased Premises located at                                                                     ,                          ,                              
(the “Leased Premises”), dated                                  
(the “Lease”).


 


Dear                                   :


 


The undersigned, on behalf of Tenant, certifies to
Landlord as follows:


 


1.                                       The
Commencement Date under the Lease is December 1, 2004.


 


2.                                       The
rent commencement date is June 1, 2005.


 


3.                                       The
expiration date of the Lease is September 30, 2014.


 


4.                                       The
Lease (including amendments or guaranty, if any) is the entire agreement
between Landlord and Tenant as to the leasing of the Leased Premises and is in
full force and effect.


 


5.                                       The Landlord has completed the
improvements designated as Landlord’s obligation under the Lease (excluding punchlist
items as agreed upon by Landlord and Tenant), if any, and Tenant has accepted
the Leased Premises as of the Commencement Date, subject to the terms and
conditions of the Lease.


 


6.                                       To the
undersigned’s actual knowledge, there are no uncured events of default by
either Tenant or Landlord under the Lease.


 


IN WITNESS WHEREOF, the undersigned has caused this
Letter of Understanding to be executed this           
day of                                 ,
20      .


 


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


C-1





















 


EXHIBIT D


 


RULES AND REGULATIONS


 


1.                                       The
sidewalks, entrances, driveways and roadways serving and adjacent to the Leased
Premises shall not be obstructed or used for any purpose other than ingress and
egress.  Landlord shall control the
Common Areas.


 


2.                                       No
awnings or other projections shall be attached to the outside walls of the
Building.  No curtains, blinds, shades or
screens shall be attached to or hung in, or used in connection with, any window
or door of the Leased Premises other than Landlord standard window coverings
without Landlord’s prior written approval. 
All electric ceiling fixtures hung in offices or spaces along the
perimeter of the Building must be fluorescent, of a quality, type, design and
tube color approved by Landlord.  Neither
the interior nor the exterior of any windows shall be coated or otherwise
sunscreened without written consent of Landlord.


 


3.                                       No
sign, advertisement, notice or handbill shall be exhibited, distributed,
painted or affixed by any tenant on, about or from any part of the Leased
Premises, the Building or in the Common Areas including the parking area
without the prior written consent of Landlord. 
In the event of the violation of the foregoing by any tenant, Landlord
may remove or stop same without any liability, and may charge the expense
incurred in such removal or stopping to tenant.


 


4.                                       The
sinks and toilets and other plumbing fixtures shall not be used for any purpose
other than those for which they were constructed, and no sweepings, rubbish,
rags, or other substances shall be thrown therein.  All damages resulting from any misuse of the
fixtures shall be borne by the tenant who, or whose subtenants, assignees or
any of their servants, employees, agents, visitors or licensees shall have
caused the same.


 


5.                                       No
boring, cutting or stringing of wires or laying of any floor coverings shall be
permitted, except with the prior written consent of the Landlord and as the
Landlord may direct.  Landlord shall
direct electricians as to where and how telephone or data cabling are to be
introduced.  The location of telephones,
call boxes and other office equipment affixed to the Leased Premises shall be
subject to the approval of Landlord. 
Tenant shall not have access to the roof without prior written notice to
Landlord.


 


6.                                       No
bicycles, vehicles, birds or animals of any kind (except seeing eye dogs) shall
be brought into or kept in or about the Leased Premises, and no cooking shall
be done or permitted by any tenant on the Leased Premises, except microwave
cooking, and the preparation of coffee, tea, hot chocolate and similar items
for tenants and their employees.  No
tenant shall cause or permit any unusual or objectionable odors to be produced
in or permeate from the Leased Premises.


 


7.                                       The
Leased Premises shall not be used for manufacturing, unless such use conforms
to the zoning applicable to the area, and the Landlord provides written
consent.  No tenant shall occupy or
permit any portion of the Leased Premises to be occupied as an office for the
manufacture or sale of liquor, narcotics, or tobacco in any form, or as a
medical office, or as a barber or manicure shop, or a dance, exercise or music
studio, or any type of school or daycare or copy, photographic or print shop or
an employment bureau without the express written consent of Landlord.  The Leased Premises shall not be used for
lodging or sleeping or for any immoral or illegal purpose.


 


8.                                       No
tenant shall make, or permit to be made any unseemly, excessive or disturbing
noises or disturb or interfere with occupants of this or neighboring buildings
or premises or those having business with them, whether by the use of any
musical instrument, radio, phonograph, unusual noise, or in any other way.  No tenant shall throw anything out of doors,
windows or down the passageways.


 


9.                                       No
tenant, subtenant or assignee nor any of its servants, employees, agents,
visitors or licensees, shall at any time bring or keep upon the Leased Premises
any flammable, combustible or explosive fluid, chemical or substance or
firearm, except as otherwise expressly permitted in such tenant’s lease.


 


10.                                 No
additional locks or bolts of any kind shall be placed upon any of the doors or
windows by any tenant, nor shall any changes be made to existing locks or the
mechanism thereof.  Each tenant must upon
the termination of his tenancy, restore to the Landlord all keys of doors,
offices, and toilet rooms, either furnished to, or otherwise procured by, such
tenant and in the event of the loss of keys so furnished, such tenant shall pay
to the Landlord the cost of replacing the same or of changing the lock or locks
opened by such lost key if Landlord shall deem it necessary to make such
changes.


 


D-1





















 


11.                                 No
tenant shall overload the floors of the Leased Premises.  All damage to the floor, structure or
foundation of the Building due to improper positioning or storage items or
materials shall be repaired by Landlord at the sole cost and expense of tenant,
who shall reimburse Landlord immediately therefor upon demand.


 


12.                                 Each
tenant shall be responsible for all persons entering the Building at tenant’s
invitation, express or implied.  Landlord
shall in no case be liable for damages for any error with regard to the
admission to or exclusion from the Building of any person.  In case of an invasion, mob riot, public
excitement or other circumstances rendering such action advisable in Landlord’s
opinion, Landlord reserves the right without any abatement of rent to require
all persons to vacate the Building and to prevent access to the Building during
the continuance of the same for the safety of the tenants and the protection of
the Building and the property in the Building.


 


13.                                 Canvassing,
soliciting and peddling in the Building are prohibited, and each tenant shall
report and otherwise cooperate to prevent the same.


 


14.                                 All
equipment of any electrical or mechanical nature shall be placed by tenant in
the Leased Premises in settings that will, to the maximum extent possible,
absorb or prevent any vibration, noise and annoyance.


 


15.                                 There
shall not be used in any space, either by any tenant or others, any hand trucks
except those equipped with rubber tires and rubber side guards.


 


16.                                 Intentionally
Omitted.


 


17.                                 The
Building is a smoke-free Building. 
Smoking is strictly prohibited within the Building.  Smoking shall only be allowed in areas
designated as a smoking area by Landlord. 
Tenant and its employees, representatives, contractors or invitees shall
not smoke within the Building or throw cigar or cigarette butts or other
substances or litter of any kind in or about the Building, except in
receptacles for that purpose.  Landlord
may, at its sole discretion, impose a charge against monthly rent of $50.00 per
violation by tenant or any of its employees, representatives, contractors or
invitees, of this smoking policy.


 


18.                                 Tenants
will insure that all doors are securely locked and water faucets are turned off
before leaving the Building.


 


19.                                 Tenant,
its employees, customers, invitees and guests shall, when using the parking
facilities in and around the Building, observe and obey all signs regarding
fire lanes and no-parking and driving speed zones and designated handicapped
and visitor spaces, and when parking always park between the designated
lines.  Landlord reserves the right to
tow away, at the expense of the owner, any vehicle which is improperly parked
or parked in a no-parking zone or in a designated handicapped area, and any
vehicle which is left in any parking lot in violation of the foregoing
regulation.  All vehicles shall be parked
at the sole risk of the owner, and Landlord assumes no responsibility for any
damage to or loss of vehicles.


 


20.                                 Tenant
shall be responsible for and cause the proper disposal of medical waste,
including hypodermic needles, created by its employees.


 


21.                                 No
outside storage is permitted including without limitation the storage of trucks
and other vehicles.


 


22.                                 No
tenant shall be allowed to conduct an auction from the Leased Premises without
the prior written consent of Landlord.


 


It is Landlord’s desire
to maintain in the Building and Common Areas the highest standard of dignity
and good taste consistent with comfort and convenience for tenants.  Any action or condition not meeting this high
standard should be reported directly to Landlord.  The Landlord reserves the right to make such
other and further rules and regulations as in its judgment may from time to
time be necessary for the safety, care and cleanliness of the Building and
Common Areas, and for the preservation of good order therein.  In the event of an express conflict between
the terms and provisions of the Lease and these Building Rules and Regulations,
the terms of the Lease shall govern and prevail in each and every instance.


 


2





















 


EXHIBIT E


 


SPECIAL STIPULATIONS


 


The Special Stipulations
set forth herein are hereby incorporated into the body of the lease to which
these Special Stipulations are attached (the “Lease”), and to the extent of any
conflict between these Special Stipulations and the Lease, these Special
Stipulations shall govern and control.


 


1.                                       Option
to Extend.


 


(a)                                  Grant
and Exercise of Option.  Provided
that (i) the Lease is in full force and effect, (ii) no Default has occurred
and is then continuing and no facts or circumstances exist which, with the
giving of notice or the passage of time, or both, would constitute a Default,
and (iii) the tangible net worth of Tenant is at least $10,000,000.00, Tenant
shall have two (2) options to extend the prior Lease Term (the “Prior Term”)
for five (5) years each (each an “Extension Term”).  Each Extension Term shall be upon the same
terms and conditions contained in the Lease except (i) this provision giving
two (2) extension options shall be amended to reflect the remaining options to
extend, if any, (ii) any improvement allowances or other concessions applicable
to the Leased Premises during the Prior Term shall not apply to the Extension Term,
and (iii) the Minimum Annual Rent shall be adjusted as set forth herein (said
adjustment being referred to herein as the “Rent Adjustment”).  Tenant shall exercise each option by
delivering to Landlord, no later than one hundred eighty (180) days prior to
the expiration of the Prior Term, written notice of Tenant’s desire to extend
the Prior Term.   Tenant’s failure to
timely exercise such option shall be deemed a waiver of such option.  If Tenant timely exercises its option to
extend, Landlord and Tenant shall execute an amendment to the Lease (or, at
Landlord’s option, a new lease on the form then in use for the Building)
reflecting the terms and conditions of the Extension Term within thirty (30)
days after Tenant’s exercise of its option to extend.


 


(b)                                 Rent
Adjustment.  The Minimum Annual Rent
for the Extension Term shall be as follows:


 


	
  First Extension
  Term

  	
  $8.15 per square
  foot

  
	
  Second Extension
  Term

  	
  $9.13 per square
  foot

  



 


(c)                                  Monthly
Rental. The Monthly Rental Installments shall be an amount equal to
one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall
be paid at the same time and in the same manner as provided in the Lease.


 


(d)                                 Personal.  The option to extend provided in subparagraph
(a) above is personal to Neenah Paper, Inc. (or its Permitted Transferee) and
shall automatically terminate and be of no further force and effect in the
event that Neenah Paper, Inc. assigns or sublets all or any portion of its
interest in the Lease (except to a Permitted Transferee).


 


2.                                       Compliance
With Law.


 


(a)                                  Existing
Governmental Regulations.  If any
federal, state or local laws, ordinances, orders, rules, regulations or
requirements (collectively, “Governmental Requirements”) in existence as of the
date of the Lease require an alteration or modification of the Leased Premises
(a “Code Modification”) and such Code Modification (i) is not made necessary as
a result of the specific use being made by Tenant of the Leased Premises (as
distinguished from an alteration or improvement which would be required to be
made by the owner of any warehouse-office building comparable to the Building
irrespective of the use thereof by any particular occupant), and (ii) is not
made necessary as a result of any alteration of the Leased Premises by Tenant, such
Code Modification shall be performed by Landlord, at Landlord’s sole cost and
expense, and not included in Operating Expenses.


 


(b)                                 Governmental
Regulations – Landlord Responsibility. 
If, as a result of one or more Governmental Requirements that are not in
existence as of the date of this Lease, it is necessary from time to time
during the Lease Term, to perform a Code Modification to the Building or the
Common Areas that (i) is not made necessary as a result of the specific use
being made by Tenant of Leased Premises (as distinguished from an alteration or
improvement which would be required to be made by the owner of any
warehouse-office building comparable to the Building irrespective of the use
thereof by any particular occupant), and (ii) is not made necessary as a result
of any alteration of the Leased Premises by Tenant, such Code Modification
shall be performed by Landlord and cost thereof shall be included in Operating
Expenses without being subject to any applicable cap on expenses set forth herein.


 


E-1





















 


(c)                                  Governmental
Regulations – Tenant Responsibility. 
If, as a result of one or more Governmental Requirements, it is
necessary from time to time during the Lease Term to perform a Code Modification
to the Building or the Common Areas that is made necessary as a result of the
specific use being made by Tenant of the Leased Premises or as a result of any
alteration of the Leased Premises by Tenant (excluding the Tenant Improvements
under the Lease), such Code Modification shall be the sole and exclusive
responsibility of Tenant in all respects; provided, however, that Tenant shall
have the right to retract its request to perform a proposed alteration in the
event that the performance of such alteration would trigger the requirement for
a Code Modification.


 


3.                                       Quiet
Enjoyment.  So long as Tenant is not in
Default hereunder, Landlord agrees that Tenant shall have the right to quietly
use and enjoy the Leased Premises for the Lease Term.


 


4.                                       Cap
on Controllable Expenses. 
Notwithstanding anything in this Lease to the contrary, Tenant will be
responsible for Tenant’s Proportionate Share of Real Estate Taxes, Insurance
Premiums, utilities, snow removal, landscaping (other than of a capital nature)
and charges assessed against or attributed to the Building pursuant to any
applicable declaration of protective covenants (“Uncontrollable Expenses”),
without regard to the level of increase in any or all of the above in any year
or other period of time.  Tenant’s
obligation to pay all other Operating Expenses that are not Uncontrollable
Expenses (herein “Controllable Expenses”) shall be limited to a seven percent
(7%) per annum increase over the amount the Controllable Expenses for the
immediately preceding calendar year would have been had the Controllable
Expenses increased at the rate of seven percent (7%) in all previous calendar
years beginning with the actual Controllable Expenses for the year ending December 31,
2005.


 


5.                                       Building
Compliance.  Landlord represents and
warrants to Tenant that, to Landlord’s actual knowledge, the design and
construction of the Building materially complies with all applicable federal,
state, county and municipal laws, ordinances and codes in effect as of the date
of the Lease, excepting therefrom any requirements related to Tenant’s specific
use of the Leased Premises.


 


6.                                       ADA.  Subject to the last sentence hereof,
Landlord, at its sole cost and expense, shall be responsible for causing the
Building to comply with Title III of the American With Disabilities Act of 1990
(the “ADA”), or the regulations promulgated thereunder (as the ADA is in effect
and pertains to the general public), as of the Commencement Date.  During the Lease Term, Tenant hereby agrees
that it shall be responsible, at its sole cost and expense, for causing the
Building, the Common Area and the Leased Premises to comply with the ADA as a
result of (i) any special requirements of the ADA relating to accommodations
for individual employees, invitees and/or guests of Tenant, and (ii) any
alterations made to the Leased Premises by Tenant (excluding the Tenant
Improvements under the Lease).


 


7.                                       Landlord
Lien Subordination.  Landlord does
hereby agree to subordinate any statutory lien on Tenant’s Property granted to
Landlord to the lien of any institutional lender providing financing to Tenant
that is secured by Tenant’s trade fixtures, equipment, inventory or other
personal property located at the Leased Premises, all pursuant to a landlord
lien subordination agreement in form and substance reasonably satisfactory to
Landlord.


 


8.                                       Parking.   Throughout the term of this Lease and any
extensions thereof, Landlord shall make available to Tenant a number of
automobile parking spaces (on an unassigned, non-exclusive basis) in the
parking area of the Park, said parking area being shown on Exhibit G attached hereto and made a
part hereof, based on a formula of six (6) parking spaces for each 1,000 square
feet of rentable area within the Leased Premises, rounded to the nearest whole
number of spaces.  Such parking shall be
at no additional cost to Tenant.  Tenant
agrees not to overburden the parking facilities and agrees to cooperate with
Landlord and other tenants in the use of parking facilities.  Landlord reserves the right in its absolute
discretion to determine whether parking facilities are becoming crowded and, in
such event, to allocate parking spaces among Tenant and other tenants;
provided, however, that in no event shall the number of parking spaces
allocated to Tenant be decreased.  There
will be no assigned parking unless Landlord, in its sole discretion, may deem
advisable.  No vehicle may be repaired or
serviced in the parking area and any vehicle deemed abandoned by Landlord will
be towed from the project and all costs therein shall be borne by the
Tenant.  All driveways, ingress and
egress, and all parking spaces are for the joint use of all tenants.  There shall be no parking permitted on any of
the streets or roadways located within the Park.


 


9.                                       Confidential
Materials.  Landlord shall use
reasonable efforts to cause its employees, affiliates and the employees of its
affiliates not to disseminate any confidential materials located within the
Leased Premises.  This Special
Stipulation 9 shall survive the expiration or any earlier termination of the
Lease for a period of five (5) years.


 


10.                                 Environmental
Matters.  Notwithstanding anything
set forth in the Lease to the contrary, if and only if Tenant complies with all
of the following conditions and with Article 15 of the Lease, Tenant may


 


2





















 


use and store in the
Leased Premises certain Hazardous Substances: 
(a) prior to using or storing any Hazardous Substances in the Leased
Premises, Tenant delivers to Landlord written notice setting forth the name and
quantity of all such Hazardous Substances, together with the Materials Safety
Data Sheets (the “MSDS Sheets”) for such Hazardous Substances (to the extent
not previously delivered to Landlord), (b) Tenant takes all precautions
necessary or advisable and uses its best efforts to prevent the dissemination
of any Hazardous Substances outside of the Leased Premises, (c) Tenant uses and
stores all Hazardous Substances in accordance with the MSDS Sheets that Tenant
provides to Landlord, (d) Tenant does not use or store any Hazardous Substances
in a manner that would cause the Leased Premises to become subject to
regulation as a hazardous waste treatment, storage or disposal facility under
the Resource Conservation and Recovery Act (“RCRA”) or the regulations
promulgated thereunder, (e) Tenant shall not use or store any Hazardous
Substances in a manner as to cause Tenant to become regulated as a generator
under RCRA other than as a “Conditionally Exempt Small Quantity Generator”,
which shall mean the current RCRA definition of a generator of not more than
100kg. of hazardous wastes per month, and (f) if, following a review of the
MSDS Sheets by Landlord’s environmental consultant, such consultant recommends
any alterations to the Leased Premises due to the volatile nature of such
Hazardous Substances (e.g. secondary containment), Tenant shall either (i)
withdraw its request to use or store such Hazardous Substances in the Leased
Premises, or (ii) make such alterations, at Tenant’s sole cost, promptly
following Landlord’s request.  If
Landlord requests any alterations to the Leased Premises pursuant to clause (f)
above, at the time Landlord makes such request, Landlord shall specify whether
Tenant will be required to remove such alterations upon the expiration or
earlier termination of the Lease.


 


11.                                 Option
to Terminate.


 


(a)                                  Termination
Right.  Landlord and Tenant
acknowledge that as of the date hereof, Tenant is a wholly-owned subsidiary of
guarantor.  Landlord and Tenant further
acknowledge that Guarantor intends to spin-off Tenant, at which time Tenant
will be a publicly traded company unaffiliated with Guarantor.  The consummation of said spin-off is referred
to herein as the “Closing.”  Provided
that the Closing has not theretofore occurred, Tenant shall have the right to
terminate the Lease by delivering written notice of such termination (the “Termination
Notice”) to Landlord on or before April 1, 2005, and together with such
Termination Notice, Tenant shall deliver to Landlord as an agreed upon
termination fee the amount of $364,976.00 (the “Termination Fee”).  Landlord agrees, however, that (i) the
Termination Fee shall be reduced by the amount of any unpaid portion of the
Tenant Allowance, and (ii) if the Termination Notice is delivered prior to the
construction and installation of the Tenant Improvements, Tenant shall have no
right to construct and install any of the Tenant Improvements and the
Termination Fee shall be reduced by $85,134.00. 
If Tenant terminates the Lease pursuant to this subsection (a),
such termination shall be effective as of the forty-fifth (45th) day
following Tenant’s delivery of the Termination Notice.


 


(b)                                 Personal.  The termination option provided in
subparagraph (a) above is personal to Neenah Paper, Inc. and shall
automatically terminate and be of no further force and effect in the event that
Neenah Paper, Inc. assigns or sublets all or any portion of its interest in the
Lease.


 


12.                                 Release
of Guaranty.


 


(a)                                  If
the Closing, as described in Special Stipulation 11 above, should occur, Tenant
agrees to notify Landlord promptly in writing (the “Closing Notice”).  Upon Landlord’s receipt of the Closing
Notice, Tenant’s right to terminate the Lease pursuant to Special Stipulation
11 above, shall be deemed waived.  If
Tenant delivers the Closing Notice as aforesaid, the Unconditional Guaranty of
Lease (the “Guaranty”) shall be null and void and have no further force or
effect upon the later to occur of the following: (i) Tenant’s delivery of the
Security Deposit pursuant to Section 4.01 of this Lease, and (ii)
if a default has occurred under this Lease of which Guarantor has been given
notice and such default is then continuing, at such time as such default has
been cured (provided, however, that the Guaranty shall not be effective with
respect to matters accruing after Landlord’s receipt of the Closing Notice).


 


(b)                                 If
this Lease is terminated pursuant to Special Stipulation 11 above, the Guaranty
shall terminate and be of no force upon the later to occur of the
following:  (i) Tenant’s delivery of the
Termination Notice together with the $364,976.00 fee, and (ii) if a default has
occurred under the Lease that is then continuing, at such time as such default
has been cured.


 


13.                                 Security
Interest.  Landlord does hereby agree
to subordinate any statutory lien on Tenant’s Property granted to Landlord to
the lien of any institutional lender providing financing to Tenant that is
secured by Tenant’s trade fixtures, equipment, inventory or other personal
property located at the Leased Premises, all pursuant to a landlord lien
subordination agreement in form and substance reasonably satisfactory to
Landlord.


 


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EXHIBIT F


 


FORM OF UNCONDITIONAL GUARANTY OF LEASE


 


This Unconditional
Guaranty of Lease is entered into as of the       
day of                 ,
2004, by the undersigned, KIMBERLY-CLARK CORPORATION, a Delaware corporation (“Guarantor”).


 


R E C I T A L S


 


WHEREAS,
Neenah Paper, Inc., a Delaware corporation (“Tenant”) desires to enter into a
certain Lease with Duke Realty Limited Partnership, an Indiana limited
partnership (“Landlord”), for certain space described therein and more commonly
known as 655 Hembree Park Drive, Suite G, Roswell, Georgia 30076 (the “Lease”); and


 


WHEREAS,
Landlord is willing to enter into the Lease only if it receives a guaranty of
obligations thereunder from the undersigned upon the terms and conditions set
forth below; and


 


WHEREAS,
in order to induce Landlord to enter into the Lease, Guarantor is willing and
agrees to enter into this Unconditional Guaranty of Lease upon the following
terms and conditions; and


 


WHEREAS,
Guarantor is a related company to Tenant as of the date hereof and will be
benefited by the Lease;


 


NOW,
THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor agrees as follows:


 


1.                                       Guarantor
hereby becomes surety for and unconditionally guarantees (i) the prompt payment
of all rents, additional rents and other sums to be paid by Tenant under the
terms of the Lease; and (ii) the performance by Tenant of the covenants,
conditions and terms of the Lease (such payment and performance to be referred
to collectively as “Obligations”).  In the event Tenant defaults in the
performance of the Obligations during the term of the Lease, Guarantor hereby
promises and agrees to pay to Landlord all rents and any arrearages thereof and
any other amounts that may be or become due and to fully satisfy all conditions
and covenants of the Lease to be kept and performed by Tenant.


 


2.                                       As
conditions of liability pursuant to this Guaranty, Guarantor hereby
unconditionally waives (a) any notice of default by Tenant in the payment of rent
or any other amount or any other term, covenant or condition of the Lease; (b)
any requirement that Landlord exercise or exhaust its rights and remedies
against Tenant or against any person, firm or corporation prior to enforcing
its rights against Guarantor, and (c) any and all rights of reimbursement,
indemnity, subrogation or otherwise which, upon payment under this Guaranty,
Guarantor may have against Tenant.


 


3.                                       Landlord
may, without notice to Guarantor, and Guarantor hereby consents thereto, (a) modify
or otherwise change or alter the terms and conditions of the Lease; and (b)
waive any of its rights under the Lease or forbear to take steps to enforce the
payment of rent or any other term or condition of the Lease against Tenant.


 


4.                                       Guarantor
hereby agrees, upon the request of Landlord, to execute, acknowledge and
deliver to Landlord a statement in writing certifying, if this be the fact,
that this Guaranty of the referenced Lease is unmodified, in full force and
effect, and there are no defenses or offsets thereto; certifying that the
referenced Lease is unmodified, in full force and effect, and there are no
defenses or offsets to such Lease (or if modified, that the Lease is in full
force and effect as modified and that this Guaranty extends to and fully covers
such Lease, as modified); and certifying the dates to which Minimum Annual
Rent, Annual Rental Adjustment, if any, and any other additional rentals have
been paid.


 


5.                                       In
the event Tenant fails during the term of this Lease to pay any rent, additional
rent or other payments when due or fails to comply with any other term,
covenant or condition of the Lease, Guarantor, upon demand of Landlord, shall
make such payments and perform such covenants as if they constituted the direct
and primary obligations of Guarantor; and such obligations of Guarantor shall
be due with attorneys’ fees and all costs of litigation and without deduction
or offset.


 


6.                                       The
rights and obligations created by this Guaranty shall inure to the benefit of
and be binding upon the successors, assigns and legal representatives of
Guarantor and Landlord.


 


F-1





















 


7.                                       Anything herein or in the Lease to the
contrary notwithstanding, Guarantor hereby acknowledges and agrees that any security
deposit or other credit in favor of the Tenant may be applied to cure any
Tenant default or offset any damages incurred by Landlord under the Lease, as
Landlord determines in its sole and absolute discretion, and Landlord shall not
be obligated to apply any such deposit or credit to any such default or damages
before bringing any action or pursuing any remedy available to Landlord against
Guarantor.  Guarantor further
acknowledges that its liability under this Guaranty shall not be affected in
any manner by such deposit or credit, or Landlord’s application thereof.


 


8.                                       In
the event that Guarantor is no longer a publicly traded company with publicly
available financial statements, Guarantor shall provide to Landlord upon
request, a copy of Guarantor’s most recent financial statements (certified and
audited, if available).  Such financial
statements shall be signed by Guarantor (or an officer of Guarantor, if
applicable) who shall attest to the truth and accuracy of the information set
forth in such statements.  All financial
statements provided by Guarantor to Landlord hereunder shall be prepared in
conformity with generally accepted accounting principles, consistently applied.


 


9.                                       If
the Lease is terminated pursuant to Special Stipulation 11 of Exhibit E
to the Lease, this Unconditional Guaranty of Lease shall terminate and be of no
force upon the later to occur of the following: 
(i) Tenant’s delivery of the Termination Notice (as defined in said
Special Stipulation 11) together with a fee in the amount of $364,976.00, and
(ii) if a default has occurred under the Lease that is then continuing, at such
time as such default has been cured.


 


10.                                 If
the Closing, as defined in Special Stipulation 12 of Exhibit E to the Lease,
occurs, this Unconditional Guaranty of Lease shall terminate upon the later to
occur of (a) Tenant’s delivery to Landlord of the Security Deposit pursuant to Section 4.01
of the Lease, and (b) if a default has occurred under the Lease of which
Guarantor has been given notice and such default is then continuing, at such
time as such default has been cured (provided, however, that this Unconditional
Guaranty of Lease shall not be effective with respect to matters accruing after
Landlord’s receipt of the Closing Notice, as defined in Special Stipulation 12
of Exhibit E to the Lease).


 


IN
WITNESS WHEREOF, Guarantor has executed this Unconditional Guaranty of Lease as
of the date set forth above.


 


	
  Signed, sealed
  and delivered

  	
  GUARANTOR:

  
	
  as to Landlord,
  in the

  	
   

  
	
  presence of: 

  	
  KIMBERLY-CLARK
  CORPORATION, a

  Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Unofficial
  Witness 

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


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EXHIBIT G


 


PARKING AREA


 


[TO BE ADDED]


 


G-1