Exhibit
10.1


 


LEASE AGREEMENT



BY AND BETWEEN 



AGNL COFFMAN, L.L.C.,



A DELAWARE LIMITED LIABILITY COMPANY



AS LANDLORD



AND



COFFMAN STAIRS, LLC,



A DELAWARE LIMITED LIABILITY COMPANY,



AND



VISADOR HOLDING CORPORATION,



A DELAWARE CORPORATION,



JOINTLY AND SEVERALLY,



AS TENANT


 




	
  Premises:

  	
   

  	
  1000 Industrial Road 

  1500 Industrial Road

  320 Johnston Road Marion, VA 24354

  






 


 


Dated as of:  March 30,
2007


 


THIS LEASE AGREEMENT
CONSTITUTES A “DEED OF LEASE” AS REQUIRED BY THE VIRGINIA CODE ANNOTATED §55-2,
AS AMENDED.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Demise of Premises

  	
  1

  
	
  2.

  	
  Certain Definitions

  	
  1

  
	
  3.

  	
  Title and Condition

  	
  11

  
	
  4.

  	
  Use of Leased Premises; Quiet Enjoyment

  	
  12

  
	
  5.

  	
  Term

  	
  13

  
	
  6.

  	
  Basic Rent

  	
  14

  
	
  7.

  	
  Additional Rent

  	
  14

  
	
  8.

  	
  Net Lease: Non-Terminability

  	
  15

  
	
  9.

  	
  Payment of Impositions

  	
  16

  
	
  10.

  	
  Compliance with Laws and Easement Agreements; Environmental Matters

  	
  17

  
	
  11.

  	
  Liens; Recording

  	
  20

  
	
  12.

  	
  Maintenance and Repair

  	
  20

  
	
  13.

  	
  Alterations and Improvements

  	
  22

  
	
  14.

  	
  Permitted Contests

  	
  23

  
	
  15.

  	
  Indemnification

  	
  23

  
	
  16.

  	
  Insurance

  	
  24

  
	
  17.

  	
  Casualty and Condemnation

  	
  27

  
	
  18.

  	
  Termination Events

  	
  29

  
	
  19.

  	
  Restoration

  	
  30

  
	
  20.

  	
  Intentionally Omitted

  	
  31

  
	
  21.

  	
  Assignment and Subletting: Prohibition against Leasehold Financing

  	
  31

  
	
  22.

  	
  Events of Default

  	
  35

  
	
  23.

  	
  Remedies and Damages Upon Default

  	
  38

  
	
  24.

  	
  Notices

  	
  41

  
	
  25.

  	
  Estoppel Certificate

  	
  41

  
	
  26.

  	
  Surrender

  	
  42

  
	
  27.

  	
  No Merger of Title

  	
  42

  
	
  28.

  	
  Books and Records

  	
  42

  
	
  29.

  	
  Determination of Value

  	
  43

  
	
  30.

  	
  Non-Recourse as to Landlord

  	
  45

  
	
  31.

  	
  Financing

  	
  45

  
	
  32.

  	
  Subordination, Non-Disturbance and Attornment

  	
  46

  
	
  33.

  	
  Tax Treatment: Reporting

  	
  46

  
	
  34.

  	
  Miscellaneous

  	
  47

  
	
  35.

  	
  Security Deposit

  	
  51

  



 


i

















 


EXHIBITS


 


	
  Exhibit A

  	
  - Premises

  
	
  Exhibit B

  	
  - Machinery and Equipment

  
	
  Exhibit C

  	
  - Schedule of Permitted Encumbrances

  
	
  Exhibit D

  	
  - Rent Schedule

  
	
  Exhibit E

  	
  - Patriot Act Compliance

  
	
  Exhibit F

  	
  - Form of Auditor Release Letter

  
	
  Exhibit G

  	
  - Form of Lender Release Letter

  
	
  Exhibit H

  	
  - Form of Escrow
  Agreement

  
	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  
	
  Schedule 10(j)

  	
  - Required Remediation

  
	
  Schedule 12(a)

  	
  - Immediate Repairs

  
	
  Schedule 16

  	
  -
  Existing Insurance Policies

  



 


ii

















 


LEASE
AGREEMENT (as amended, supplemented or modified, this “Lease”), made as
of this 30th day of March, 2007, between AGNL COFFMAN, L.L.C.,
a Delaware limited liability company (together with its successors and assigns “Landlord”),
with an address at c/o Angelo, Gordon & Co., L.P., 245 Park Avenue,
26th Floor New York, New York 10167-0094, and COFFMAN
STAIRS, LLC, a Delaware limited liability company, and VISADOR HOLDING CORPORATION, a Delaware corporation, jointly
and severally (together with their respective successors and permitted assigns,
“Tenant”) with an address at 1000 Industrial Road, Marion, VA 24354.


 


The
Landlord hereby appoints CT Corporation System, as resident agent with an
address of 4701 Cox Road, Suite 301, Glen Allen, Virginia 23060-6802, for
purposes of service of any process, notice, order or demand required or
permitted by law to be served on the Landlord and as required by and for the
purposes set forth in Virginia Code Annotated §55.218.1, as amended.


 


In
consideration of the rents and provisions herein stipulated to be paid and
performed, Landlord and Tenant hereby covenant and agree as follows:


 


1.                                       Demise of Premises. 
Landlord hereby demises and lets to Tenant, and Tenant hereby takes and
leases from Landlord, for the term and upon the provisions hereinafter
specified, the following described property (collectively, the “Leased
Premises”):


 


(a)                                  the real property located at 1000
Industrial Road, Marion, VA 24354; 1500 Industrial Road, Marion, VA 24354; and
320 Johnston Road, Marion, VA 24354, and being more particularly described in Exhibit A-1,
Exhibit A-2, and Exhibit A-3 (the “Real Property”):


 


(b)                                 the three (3) main buildings located
on the Real Property (each a “Facility”) containing approximately
523,023 square feet in the aggregate and all other structures and improvements
situated on, or affixed or appurtenant to the Real Property (collectively, the “Improvements”);


 


(c)                                  all tenements, hereditaments, easements,
rights-or-way, rights, privileges in and to the Real Property, including (i) easements
over other lands granted by any Easement Agreement and (ii) any streets,
ways, alleys, vaults, gores or strips of land adjoining the Real Property
(collectively, the “Appurtenances”);


 


(d)                                 all fixtures located on or affixed to the
Real Property or the Improvements (collectively, the “Fixtures”); and


 


(e)                                  all machinery, equipment and other
property described in Exhibit B (collectively, the “Equipment”).


 


2.                                       Certain Definitions.


 


“Acquisition
Cost” means $5,800,000.


 


“Additional
Rent” is defined in Paragraph 7.


 

















 


“Adjoining
Property” means all sidewalks, driveways, curbs, gores and vault spaces
adjoining any of the Leased Premises.


 


“Affiliate”
of any Person means any Person which (a) controls, (b) is under the
control of, or (c) is under common control with such Person (the term “control”
as used herein shall be deemed to mean ownership of more than 50% of the
outstanding voting stock of a corporation or other majority equity and control
interest if such Person is not a corporation) and the power to direct or cause
the direction of the management or policies of such Person.


 


“Alterations”
means all changes, additions, improvements or repairs to, all alterations,
reconstructions, restorations, renewals, replacements or removals of and all
substitutions or replacements for any of the Improvements or Equipment
occurring after the date of this Lease, both interior and exterior, structural
and non-structural, and ordinary and extraordinary and shall include any Major
Alterations.


 


“Applicable
Initial Date” is defined in Paragraph 29.


 


“Appurtenances”
is defined in Paragraph 1(c).


 


“Asset
Transfer” is defined in Paragraph 21 (j).


 


“Assignment”
means any assignment of rents and leases from Landlord to a Lender which (a) encumbers
the Leased Premises and (b) secures Landlord’s obligation to repay a Loan,
as the same may be amended, supplemented or modified from time to time.


 


“Basic
Rent” is defined in Paragraph 6.


 


“Basic
Rent Adjustment Date” is defined in Exhibit D.


 


“Basic
Rent Payment Date” is defined in Paragraph 6.


 


“Beginning
CPI” is defined in Exhibit D.


 


“Business
Day” means any day other than a Saturday, Sunday or a day on which commercial
banks in New York City are required or authorized to be closed.


 


“Cash
Security Deposit” is defined in Paragraph 35(a).


 


“Casualty”
means any loss of or damage to or destruction of all or any portion of the
Leased Premises.


 


“Code”
is defined in Paragraph 33.


 


“Coffman”
means Coffman Stairs, LLC, a Delaware limited liability company.


 


“Commencement
Date” is defined in Paragraph 5.


 


“Condemnation”
means (a) any taking or damaging of all or a portion of the Leased
Premises (i) in or by condemnation or other eminent domain proceedings
pursuant to any Law, 


 


2

















 


(ii) by reason of any agreement with any condemnor in settlement
of or under threat of any such condemnation or other eminent domain proceeding,
or (iii) by any other means, (b) any de facto condemnation, or (c) any
Requisition.  A Condemnation shall be
considered to have taken place as of the later of the date actual physical
possession is taken by the condemnor, or the date on which the right to
compensation and damages accrues under the applicable Law.


 


“Condemnation
Notice” means notice or knowledge of the institution of or intention to
institute any proceeding or any threatened institution of any proceeding for
Condemnation.


 


“Control”
is defined in Paragraph 21 (k).


 


“Control
Person” is defined in Paragraph 21 (k).


 


“Costs”
of a Person or associated with a specified transaction means all reasonable
costs and expenses incurred by such Person or associated with such transaction,
including without limitation, attorneys’ fees and expenses, court costs,
brokerage fees, escrow fees, title insurance premiums, mortgage commitment
fees, mortgage points, recording fees and transfer taxes, as the circumstances
require.


 


“CPI”
is defined in Exhibit D.


 


“Credit
Entity” means any Person that immediately following an assignment, subletting,
Asset Transfer or Change of Control and having given effect thereto, will have
a publicly traded unsecured senior debt rating of “Baa” or better from Moody’s
or a rating of “BBB” or better from S&P (or, if such Person does not then
have rated debt, a determination that by either of such rating agencies its
unsecured senior debt would be so rated by such agency and will not be on “Negative
Credit Watch”), and in the event both such rating agencies cease to furnish
such ratings, then a comparable rating by any rating agency acceptable to
Landlord and Lender.


 


“Crown”
means Crown Column & Millwork Company, LLC, a Delaware limited
liability company.


 


“Default
Rate” is defined in Paragraph 7(a)(iv).


 


“Easement
Agreement” means any condition, covenant, restriction, easement, declaration,
license or other agreement listed as a Permitted Encumbrance or as may
hereafter affect the Leased Premises.


 


“Environmental
Law” means (a) whenever enacted or promulgated, any applicable Federal,
state, foreign or local law, statute, ordinance, rule, regulation, license,
permit, authorization, approval, consent, court order, judgment, decree,
injunction, code, requirement or agreement with any governmental entity, (i) relating
to pollution (or the cleanup thereof), or the protection of air, water vapor,
surface water, groundwater, drinking water supply, land (including land surface
or subsurface), plant, aquatic and animal life from injury caused by a
Hazardous Substance or (ii) concerning exposure to, or the use,
containment, storage, recycling, reclamation, reuse, treatment, generation,
discharge, transportation, processing, handling, labeling, production, disposal
or remediation of any Hazardous Substance, Hazardous Condition or Hazardous
Activity, as now or hereafter in effect, and (b) any common law or
equitable 


 


3

















 


doctrine (including, without limitation, injunctive relief and tort
doctrines such as negligence, nuisance, trespass and strict liability) that may
impose liability or obligations or injuries or damages due to or threatened as
a result of the presence of, exposure to, or ingestion of, any Hazardous
Substance.  The term Environmental Law
includes, without limitation, the Federal Comprehensive Environmental Response
Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act, the Federal Water Pollution Control Act, the Federal Clean
Air Act, the Federal Clean Water Act, the Federal Resources Conservation and
Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments to
RCRA), the Federal Solid Waste Disposal Act, the Federal Toxic Substance
Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the
Federal Occupational Safety and Health Act of 1970, the Federal National
Environmental Policy Act and the Federal Hazardous Materials Transportation
Act, each as now or hereafter in effect and any similar state or local Law.


 


“Environmental
Violation” means (a) any direct or indirect discharge, disposal, spillage,
emission, escape, pumping, pouring, injection, leaching, release, seepage,
filtration or transporting of any Hazardous Substance at, upon, under, onto or
within the Leased Premises, or from the Leased Premises to the environment, in
violation of any Environmental Law or in excess of any reportable quantity
established under any Environmental Law or which could result in any liability
to any Federal, state or local government or any other Person for the costs of
any removal or remedial action or natural resources damage or for bodily injury
or property damage, (b) any deposit, storage, dumping, placement or use of
any Hazardous Substance at, upon, under or within the Leased Premises or which
extends to any Adjoining Property in violation of any Environmental Law or in
excess of any reportable quantity established under any Environmental Law or
which could result in any liability to any Federal, state or local government
or to any other Person for the costs of any removal or remedial action or
natural resources damage or for bodily injury or property damage, (c) the
abandonment or discarding of any barrels, containers or other receptacles
containing any Hazardous Substances in violation of any Environmental Laws, (d) any
activity, occurrence or condition which could result in any liability, cost or
expense to Landlord or Lender or any other owner or occupier of the Leased
Premises, or which could result in a creation of a lien on the Leased Premises
under any Environmental Law or (e) any violation of or noncompliance with
any Environmental Law.


 


“Equipment”
is defined in Paragraph 1(e).


 


“Escrow
Agent” means Lawyers Title Insurance Company or another independent third-party
escrow agent satisfactory to Landlord in its reasonable discretion.


 


“Escrow
Agreement” means an Escrow Agreement among Escrow Agent, Landlord and Tenant in
substantially in the form of Exhibit H.


 


“Escrow
Charges” is defined in Paragraph 9(b).


 


“Escrow
Payment” is defined in Paragraph 9(b).


 


“Event
of Default” is defined in Paragraph 22(a).


 


“Existing
Insurance Policies is defined in Paragraph 16(a).


 


4

















 


“Facility”
is defined in Paragraph 1(b).


 


“Expiration
Date” is defined in Paragraph 5(a).


 


“Fair
Market Value” means the higher of (a) the fair market value of the Leased
Premises as of the Relevant Date as if unaffected and unencumbered by this
Lease or (b) the fair market value of the Leased Premises as of the Relevant
Date as affected and encumbered by this Lease and assuming that the Term has
been extended for all extension periods provided for herein.  For all purposes of this Lease, Fair Market
Value shall be determined in accordance with the procedure specified in
Paragraph 29.


 


“Fair
Market Value Date” means the date on which the Fair Market Value is determined
in accordance with Paragraph 29.


 


“Federal
Funds” means Federal or other immediately available funds which at the time of
payment are legal tender for the payment of public and private debts in the
United States of America.


 


“First
Full Basic Rent Payment Date” is defined in Exhibit D.


 


“Fixtures”
is defined in Paragraph 1(d).


 


“Future
Tax” is defined in Paragraph 9(a).


 


“GAAP”
is defined in Paragraph 28(a).


 


“Guarantor”
means Crown, a Replacement Guarantor or any successor or permitted assignee
thereof.


 


“Guaranty”
means the Guaranty Agreement dated as of the date hereof from Crown to Landlord
guaranteeing the payment and performance by Tenant of all or Tenant’s
obligation s under this Lease.


 


“Hazardous
Activity” means any activity, process, procedure or undertaking which directly
or indirectly (a) procures, generates or creates any Hazardous Substance; (b) causes
or results in (or threatens to cause or result in) the release, seepage, spill,
leak, flow, discharge or emission of any Hazardous Substance into the
environment (including the air, ground water, watercourses or water systems), (c) involves
the containment or storage of any Hazardous Substance; or (d) would cause
the Leased Premises or any portion thereof to become a hazardous waste
treatment, recycling, reclamation, processing, storage or disposal facility
within the meaning of any Environmental Law.


 


“Hazardous
Condition” means any condition which would support any claim or liability under
any Environmental Law, including the presence of underground storage tanks.


 


“Hazardous
Substance” means (a) any substance, material, product, petroleum,
petroleum product, derivative, compound or mixture, mineral (including
asbestos), chemical, gas, medical waste, or other pollutant, in each case
whether naturally occurring, man-made or the by-product 


 


5

















 


of any process, that is toxic, harmful or hazardous or acutely
hazardous to the environment or public health or safety or (b) any
substance supporting a claim under any Environmental Law, whether or not
defined as hazardous as such under any Environmental Law.  Hazardous Substances include, without
limitation, any toxic or hazardous waste, pollutant, contaminant, industrial
waste, petroleum or petroleum-derived substances or waste, radon, radioactive
materials, asbestos, asbestos containing materials, urea formaldehyde foam
insulation, lead and polychlorinated biphenyls.


 


“Immediate
Repair Amount” is defined in Paragraph 12(a).


 


“Immediate
Repair Fund” is defined in Paragraph 12(a).


 


“Impositions”
is defined in Paragraph 9(a).


 


“Improvements”
is defined in Paragraph 1(b).


 


“Indemnitee”
is defined in Paragraph 15.


 


“Information”
is defined in Paragraph 34(o).


 


“Insurance
Requirements” means the requirements of all insurance policies maintained in
accordance with this Lease.


 


“Landlord”
is defined in the introductory Paragraph.


 


“Late
Charge” is defined in Paragraph 7(a)(ii).


 


“Law”
means any constitution, statute, rule of law, code, ordinance, order,
judgment, decree, injunction, rule, regulation, policy, requirement or
administrative or judicial determination, even if unforeseen or extraordinary,
of every duly constituted governmental authority, court or agency, now or
hereafter enacted or in effect.


 


“Lease”
is defined in the introductory Paragraph.


 


“Lease
Year” means, with respect to the first Lease Year, the period commencing on the
Commencement Date and ending at midnight on the last day of the twelfth (12l)
full consecutive calendar month following the month in which the Commencement
Date occurred, and each succeeding twelve (12) month period during the
Term.


 


“Leased
Premises” is as defined in Paragraph 1.


 


“Legal
Requirements” means the requirements of all present and future Laws, including
all permit and licensing requirements and all covenants, restrictions and
conditions, including all Easement Agreements, now or hereafter of record which
may be applicable to Tenant or to the Leased Premises, or to the use, manner of
use, occupancy, possession, operation, maintenance, alteration, repair or
restoration of the Leased Premises.


 


6

















 


“Lender”
means any Person which may, on or after the date hereof, make a Loan to
Landlord or be the holder of a Note, together with its successors, transferees
and assigns.


 


“Letter
of Credit” means an irrevocable, stand-by letter of credit issued by Harris
Bank NA or such other bank or financial institution acceptable to Landlord and
in form and substance satisfactory to Landlord.


 


“Loan”
means any loan made by one or more Lenders to Landlord, which loan is secured
by a Mortgage and an Assignment and evidenced by a Note.


 


“Material
Indebtedness” is defined in Section 22(a)(x).


 


“Monetary
Obligations” means Rent, Impositions, Escrow Charges and all other sums payable
by Tenant under this Lease to Landlord, to any third party on behalf of
Landlord or to any Indemnitee.


 


“Moody’s”
means Moody’s Investor Services, Inc.


 


“Mortgage”
means any mortgage or deed of trust from Landlord to a Lender which (a) encumbers
the Leased Premises and (b) secures Landlord’s obligation to repay a Loan,
as the same may be amended, supplemented or modified.


 


“Net
Award” means (a) the entire award payable to Landlord or Lender by reason
of a Condemnation, less any sums paid pursuant to a separate claim by Tenant
for (i) any furniture, fixtures and equipment owned by Tenant and affected
by such Condemnation, or (ii) Tenant’s relocation expenses; or (b) the
entire proceeds of any insurance policy by reason of a Casualty, in each case,
less any expenses incurred by Landlord and Lender in collecting such award or
proceeds.


 


“Net
Sublet Rent” is defined in Paragraph 21(h).


 


“Non-Preapproved
Assignee” is defined in Paragraph 21(b).


 


“Non-Preapproved
Assignment” is defined in Paragraph 21(b).


 


“Note”
means any promissory note evidencing Landlord’s obligation to repay a Loan, as
the same may be amended, supplemented or modified.


 


“Partial
Casualty” means any Casualty which does not constitute a Termination Event.


 


“Partial
Condemnation” means any Condemnation which does not constitute a Termination
Event.


 


“Permitted
Asset Transfer” is defined in Paragraph 21(j).


 


“Permitted
Change of Control” is defined in Paragraph 21(k).


 


7
















 


“Permitted
Encumbrances” means those covenants, restrictions, reservations, liens,
conditions and easements and other encumbrances, other than any Mortgage or
Assignment, listed on Exhibit C.


 


“Permitted
Violations” is defined in Paragraph 14.


 


“Person”
means an individual, partnership, limited liability company, association,
corporation or other entity.


 


“Preapproved
Sublet” is defined in Paragraph 21(c).


 


“Prepayment
Premium” means any payment required to be made by Landlord to a Lender under a
Note or other document evidencing or securing a Loan (other than payments of
principal and/or interest) solely by reason of any prepayment or defeasance by
Landlord of any principal due under such Loan, and which may, without
limitation, take the form of (a) a “make whole” or yield maintenance
clause requiring a prepayment premium or (b) a defeasance payment
(such defeasance payment to be an amount equal to the positive difference
between (i) the total amount required to defease a Loan and (ii) the
outstanding principal balance of the Loan as of the date of such defeasance
plus reasonable Costs of Landlord and Lender).


 


“Present
Value” of any amount means such amount discounted by the rate often percent
(10%) per annum.


 


“Prime
Rate” means the interest rate per annum as published, from time to time, in The
Wall Street Journal as the “Prime Rate” in its column entitled “Money Rate”.  The Prime Rate may not be the lowest rate of
interest charged by any “large U.S. 
money center commercial banks” and Landlord makes no representations or
warranties to that effect.  In the event The
Wall Street Journal ceases publication or ceases to publish the “Prime Rate”
as described above, the Prime Rate shall be the average per annum discount rate
(the “Discount Rate”) on ninety- one (91) day bills (“Treasury Bills”)
issued from time to time by the United States Treasury at its most recent
auction, plus three hundred (300) basis points. 
If no such 91-day Treasury Bills are then being issued, the Discount
Rate shall be the discount rate on Treasury Bills then being issued for the
period of time closest to ninety-one (91) days.


 


“Prior
Months” is defined in Exhibit D.


 


“Real
Property” is defined in Paragraph 1(a).


 


“Record”
is defined in Paragraph 11(b).


 


“Release
Conditions” is defined in Paragraph 35(a).


 


“Relevant
Date” means (a) in the event of a Termination Notice pursuant to
Paragraph 18 with respect to a Condemnation, the date immediately prior to
the date on which the applicable Condemnation Notice is received, (b) in
the event of a Termination Notice pursuant to Paragraph 18 with respect to
a Casualty, the date immediately prior to the date on which the applicable
Casualty occurs, (c) in the event of a redetermination of Fair Market
Value pursuant to Paragraph 20(c), the date on which Fair Market Value is
determined, and (d) in the event 


 


8

















 


Landlord provides Tenant with notice of its intention to require Tenant
to make a termination offer under Paragraph 23(a)(iii), the date immediately
prior to the Event of Default giving rise to the need to determine Fair Market
Value.


 


“Remaining
Obligations” is defined in Paragraph 18(d).


 


“Remaining
Sum” is defined in Paragraph 19(c).


 


“Remediation
Amount” is defined in Paragraph 10(j).


 


“Remediation
Fund” is defined in Paragraph 10(j).


 


“Renewal
Date” is defined in Paragraph 5.


 


“Renewal
Term” is defined in Paragraph 5.


 


“Rent”
means, collectively, Basic Rent and Additional Rent.


 


“Replacement
Guarantor” means the Guarantor under any Replacement Guaranty.


 


“Replacement
Guaranty” is defined in Paragraph 21(k).


 


“Requesting
Party” is defined in Paragraph 25.


 


“Required
Letters of Credit” means, collectively, each Letter of Credit Tenant is
required to obtain and maintain pursuant to Paragraph 10(j),
Paragraph 12(a), and Paragraph 35(e) of this Lease.


 


“Required
Remediation” is defined in Paragraph 10(j).


 


“Requisition”
means a temporary requisition or confiscation of the use or occupancy of all or
a portion of the Leased Premises by any governmental authority, civil or
military, whether pursuant to an agreement with such governmental authority in
settlement of or under threat of any such requisition or confiscation.


 


“Review
Criteria” is defined in Paragraph 21(b).


 


“S&P”
means Standard and Poor’s Ratings Services, a division of McGraw Hill Companies, Inc.


 


“Security
Deposit” is defined in Paragraph 35(a).


 


“Senior
Lender” means Harris Bank NA.


 


“Senior
Loan Documents” means that certain Credit Agreement, Security Agreement, and
related documents, as amended, restated or modified, dated February 28,
2003 executed in connection with the extension of credit by the Senior Lender
to the Tenant and Guarantor.


 


“Set-Off
is defined in Paragraph 8(a).


 


9

















 


“Site
Assessment” is defined in Paragraph 10(c).


 


“Site
Reviewers” is defined in Paragraph 10(c).


 


“State”
means the State of Texas.


 


“Specially
Designated National or Blocked Person” is defined in Paragraph 34(n).


 


“Subordinated
Lender” means American Capital Financial Services, Inc.


 


“Subordinated
Loan Documents” means that certain Note and Equity Purchase Agreement and other
related documents dated February 28, 2003 executed in connection with the
extension of credit by the Subordinated Lender to Tenant and Guarantor.


 


“Subsidiary(ies)”
means, as to any Person, any corporation, partnership, limited liability
company, association, or other business entity of which such Person directly or
indirectly owns more than 50% of the capital stock or other equity interests.


 


“Surviving
Obligations” means any obligations of Tenant under this Lease, actual or
contingent, which arise on or prior to the expiration or prior termination of
this Lease or which survive such expiration or termination by their own terms.


 


“Tenant”
is defined in the introductory Paragraph.


 


“Tenant
Certificate” means the Tenant Certificate executed and delivered by Tenant to
Landlord in connection with this Lease.


 


“Term”
is defined in Paragraph 5(a).


 


“Termination
Amount” means the sum of the Fair Market Value of the Leased Premises and any
applicable Prepayment Premium, minus the amount of any Net Award received by
Landlord.


 


“Termination
Date” is defined in Paragraph 18(c).


 


“Termination
Event” means a Casualty or Condemnation described in Paragraph 18(a) or
Paragraph 18(b).


 


“Termination
Notice” is defined in Paragraph 18(a).


 


“Third
Party Purchaser” is defined in Paragraph 21(i).


 


“Warranties”
is defined in Paragraph 3(d).


 


“Visador”
means Visador Holding Corporation, a Delaware corporation.


 


“Work”
is defined in Paragraph 13(b).


 


10

















 


3.                                       Title and Condition.


 


(a)                                  The Leased Premises are demised and let
subject to (i) any Mortgage and Assignment in effect from time to time, (ii) the
rights of any Persons in possession of the Leased Premises as of the date
hereof, (iii) the state of title of the Leased Premises as of the date
hereof, including any Permitted Encumbrances, (iv) any state of facts
which an accurate survey or physical inspection of the Leased Premises might
show, (v) all Legal Requirements, including any existing violation of any
thereof, and (vi) the condition of the Leased Premises as of the date
hereof, without representation or warranty by Landlord.


 


(b)                                 Tenant acknowledges that the Leased
Premises are in good condition and repair at the inception of this Lease.  LANDLORD LEASES AND WILL LEASE AND TENANT
TAKES AND WILL TAKE THE LEASED PREMISES AS IS WHERE IS AND WITH ALL
FAULTS.  TENANT ACKNOWLEDGES THAT
LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS
NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE
LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS
FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii)THE QUALITY
OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT,
LATENT OR PATENT, (iv) LANDLORD’S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE
WITH SPECIFICATIONS, (vii) LOCATION, (viii)USE, (ix) CONDITION, (x) MERCHANTABILITY,
(xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY
(xiv) OPERATION, (xv) THE EXISTENCE OR PRESENCE OF ANY HAZARDOUS
SUBSTANCE, OR (xvi) COMPLIANCE OF THE LEASED PREMISES WITH ANY LEGAL REQUIREMENT;
AND ALL RISKS RELATED TO ANY OF THE FOREGOING ARE TO BE BORNE BY TENANT.  TENANT ACKNOWLEDGES THAT THE LEASED PREMISES
ARE OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE LEASED PREMISES
HAVE BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT.  IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN
ANY OF THE LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, LANDLORD
SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT).  THE PROVISIONS OF THIS PARAGRAPH 3(b) HAVE
BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF
ANY WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION
OF THE LEASED PREMISES.


 


(c)                                  Tenant acknowledges that Tenant has
examined the title to the Leased Premises prior to the execution and delivery
of this Lease and has found the same to be satisfactory for the purposes
contemplated hereby.  Tenant represents
and warrants to Landlord that (i) Landlord has good and marketable fee
simple title to the Real Property, free and clear of all liens and encumbrances
other than the Permitted Encumbrances, (ii) Tenant has only the leasehold
right of possession and use of the Leased Premises, as provided herein, (iii) the
Leased Premises conform to all Legal Requirements and all Insurance
Requirements, (iv) all easements necessary or appropriate for the use or
operation of the Leased Premises have been obtained and maintained, 


 


11

















 


(v) neither Tenant
or any agent, officer, employee, principal or affiliate of Tenant has granted
or knowingly suffered to exist any unrecorded deeds, mortgages, land contracts,
options to purchase, agreements or other instruments adversely affecting title
to the Leased Premises or any lien, encumbrance, transfer of interest,
constructive trust, or other equity in the Leased Premises, (vi) all real
property taxes due and payable with respect to the Real Property and the Leased
Premises have been paid in full, (vii) Tenant has received no notice of
any Casualty, Condemnation or pending or threatened special assessments
affecting the Leased Premises, (viii) Tenant has received no complaint
with respect to, or notice of, any litigation filed against Tenant, the Real
Property or the Leased Premises that would adversely affect the current use or
operation of the Leased Premises or the ability of Tenant to perform its
obligations under this Lease, (ix) all contractors and subcontractors who
have performed work on or supplied materials to the Leased Premises have been
fully paid, and all materials and supplies have been fully paid for, (x) all
permits, licenses, approvals and third-party consents necessary for the use and
operation of the Leased Premises have been obtained and remain in full force
and effect and no violations or defaults exist thereunder, (xi) the
Improvements have been fully completed in all material respects in a
workmanlike manner of first class quality, (xii) all Equipment necessary
for the use or operation of the Leased Premises has been installed and is
presently fully operative in all material respects, and (xiii) other than
this Lease, there are no other leases in effect with respect to the Leased
Premises.  The foregoing representations
and warranties shall survive the date on which this Lease is fully executed.


 


(d)                                 Landlord hereby assigns to Tenant,
without recourse or warranty whatsoever, in conjunction with Landlord, the
right to enforce all assignable warranties, guaranties, indemnities, causes of
action and similar rights (collectively “Warranties”) which Landlord may
have against any manufacturer, seller, engineer, contractor or builder in
respect of the Leased Premises.  Such
assignment shall remain in effect until the expiration or earlier termination
of this Lease (unless Tenant or its Affiliate or designee acquires the Leased
Premises, in which instance such assignment shall become permanent and
irrevocable with respect to the Leased Premises), whereupon such assignment
shall cease and all of the Warranties shall automatically revert to
Landlord.  In confirmation of such
reversion Tenant shall execute and deliver promptly any certificate or other
document reasonably required by Landlord. 
Landlord shall also retain the right to enforce any Warranties upon the
occurrence of an Event of Default. 
Tenant shall use commercially reasonable efforts to enforce the
Warranties in accordance with their respective terms.


 


4.                                       Use of Leased Premises; Quiet Enjoyment.


 


(a)                                  Tenant may occupy and use the Leased
Premises for storage, manufacture and/or general office use associated with the
manufacture, sale and distribution of stair products and systems, architectural
columns and other building components and products, as well as uses ancillary
thereto (the “Permitted Use”), and for no other purpose without the
prior written consent of Landlord, which consent shall not be unreasonably
withheld, conditioned or delayed; provided that at the time of a
permitted assignment of this Lease in accordance with the terms of
Paragraph 21 below, Tenant’s assignee shall propose the use that such
assignee intends to use and occupy the Leased Premises for, and if such
proposed use is not consistent with the Permitted Use, Landlord, in Landlord’s
sole discretion, shall have the right to approve or disapprove such proposed
use.  Notwithstanding the foregoing, any
assignee’s use and 


 


12

















 


occupancy of the Leased
Premises must not diminish the market value or impair the usefulness of the
Leased Premises, as determined in Landlord’s reasonable discretion, and the
proposed use and occupancy of any assignee must comply with this Lease in all
other respects.  Tenant shall be
responsible for obtaining and maintaining all permits, licenses, certificates
of occupancy, or any other items required by Law or any Legal Requirement with
respect to Tenant’s permitted use and occupancy of the Leased Premises.  Tenant shall not use or occupy or permit the
Leased Premises to be used or occupied, nor do or permit anything to be done in
or on the Leased Premises, in a manner which would or might (i) violate
any Legal Requirement or Permitted Encumbrance, (ii) make void or voidable
or cause any insurer to cancel any insurance required by this Lease, or make it
difficult or impossible to obtain any such insurance at commercially reasonable
rates, (iii) make void or voidable, cancel or cause to be cancelled or
release any of the Warranties, (iv) cause structural injury to any of the
Improvements or (v) constitute a public or private nuisance or waste.  If during the Term Tenant’s use or occupancy
of the Leased Premises are no longer permitted by Law or any Legal Requirement,
Tenant shall not have the right to terminate this Lease.


 


(b)                                 Subject to the provisions hereof, so long
as no Event of Default has occurred and is continuing, Tenant shall quietly
hold, occupy and enjoy the Leased Premises throughout the Term, without any
hindrance, ejection or molestation by Landlord with respect to matters that
arise after the date hereof, provided that Landlord or its agents may
enter upon and examine the Leased Premises during normal business hours upon at
least two (2) days advance notice to Tenant (except in the case of any
emergency, in which event no notice shall be required) for the purpose of
inspecting the Leased Premises, verifying compliance or non-compliance by
Tenant with its obligations hereunder and the existence or non-existence of an
Event of Default or event which with the passage of time and/or notice would
constitute an Event of Default, showing the Leased Premises to prospective
Lenders and purchasers, making any repairs and taking such other action with
respect to the Leased Premises as is permitted by any provision hereof.  Landlord shall use commercially reasonable
efforts to avoid interruption to Tenant’s business operations during any such
entry, except to the extent such entry occurs during the continuation of an
Event of Default, and Landlord shall indemnify Tenant and hold Tenant harmless
from and against any and all claims, loses, damages, costs or expenses incurred
by Tenant as a result of such entry. 
Tenant shall permit inspection of the Leased Premises by any federal,
state, county or municipal officer or representative to determine if the Leased
Premises or any portion thereof comply with any Law or Legal Requirement.


 


5.                                       Term.


 


(a)                                  Subject to the provisions hereof, Tenant
shall have and hold the Leased Premises for an initial term (as extended or
renewed in accordance with the provisions hereof, the “Term”) commencing
on the date hereof (the “Commencement Date”) and ending on the last day
of the two hundred fortieth (240th) full calendar month next following the date
hereof (the “Expiration Date”). 
If all Rent and all other sums due hereunder shall not have been fully
paid by the end of the Term, and provided that no bona fide disputes
exist between Landlord and Tenant with respect to the amount of Rent or other
sums due, Landlord may, at its option, extend the Term until all said sums
shall have been fully paid.


 


13

















 


(b)                                 Provided that if, on or prior to the
Expiration Date or any other Renewal Date (as hereinafter defined) this Lease
shall not have been terminated pursuant to any provision hereof, then on the
Expiration Date and on the tenth (10th) anniversary of the Expiration Date
(each such date, a “Renewal Date”), the Term shall be deemed to have
been automatically extended for an additional period often (10) years
(each of the extension periods, a “Renewal Term”), unless Tenant shall
notify Landlord in writing in recordable form at least eighteen
(18) months prior to the next Renewal Date that Tenant is terminating this
Lease as of the next Renewal Date.  Any such
extension of the Term shall be subject to all of the provisions of this Lease
(except that Tenant shall not have the right to any additional Renewal Terms).


 


(c)                                  If Tenant exercises its option pursuant
to Paragraph 5(b) not to have the Term automatically extended, or if
an Event of Default occurs and is continuing, then Landlord shall have the
right during the remainder of the Term then in effect and, in any event,
Landlord shall have the right during the last year of the Term, to (i) advertise
the availability of the Leased Premises for sale or reletting and to erect upon
the Leased Premises signs indicating such availability and (ii) show the
Leased Premises to prospective purchasers or tenants or their agents at such
reasonable times as Landlord may select.


 


6.                                       Basic Rent.


 


Tenant
shall pay to Landlord for the Leased Premises during the Term, annual rent in
the amounts (“Basic Rent”) and on the dates (each, a “Basic Rent
Payment Date”) provided for in Exhibit “D”.  Each payment of Basic Rent shall be made to
Landlord (or one or more other Persons as Landlord may designate) in Federal
Funds on each Basic Rent Payment Date, without offset, abatement or deduction,
pursuant to wire transfer instructions delivered to Tenant from time to time.


 


7.                                       Additional Rent.


 


(a)                                  Tenant shall pay and discharge, as
additional rent (collectively, “Additional Rent”):


 


(i)                                     except as otherwise specifically provided
herein, all Costs of Tenant, Landlord (including Costs of Landlord’s counsel
and Landlord’s reasonable internal Costs) and any other Persons specifically
referenced herein which are incurred in connection or associated with (A) the
ownership, use, non-use, occupancy, monitoring, possession, operation,
condition, design, construction, maintenance, alteration, repair or restoration
of the Leased Premises, including, without limitation, all Costs associated
with the resolution, in a manner reasonably satisfactory to Landlord, of the “apparent
deed gap” issue noted on those certain surveys dated March 29, 2007,
prepared by Mathews & Henegar, Inc.  impacting the 1000 Industrial Road, Marion,
Virginia property and the 1500 Industrial Road, Marion, Virginia property, (B) the
performance of any of Tenant’s obligations under this Lease, (C) any sale
or other transfer of the Leased Premises to Tenant under this Lease, including
costs and expenses incurred in connection with the payment of a Prepayment
Premium, (D) any Condemnation proceedings, (E) the adjustment,
settlement or compromise of any insurance claims involving or arising from the
Leased Premises, (F) the prosecution, defense or settlement of any
litigation involving or arising from the Leased Premises, this Lease, or the
sale of the Leased Premises to Landlord (except to 


 


14

















 


the extent such
litigation is the result of the actions or omissions of Landlord), (G) the
exercise or enforcement by Landlord of any of its rights under this Lease, (H) any
amendment or supplement to or modification or termination of this Lease requested
by Tenant or necessitated by any action of Tenant, including without
limitation, any default by Tenant in the performance of any of its obligations
under this Lease, (I) the preparation, negotiation and execution of this
Lease, any act undertaken by Landlord (or its counsel) at the request of
Tenant, any act of Landlord performed on behalf of Tenant, or the review and
monitoring of compliance by Tenant with the terms of this Lease, including
compliance with applicable Law, (J) Tenant’s failure to act promptly in an
emergency situation, (K) associated with the wire transfers of Rent
payments, and (L) all other items specifically required to be paid by
Tenant under this Lease;


 


(ii)                                  If all or any portion of any installment
of Basic Rent is due and not paid by the applicable Basic Rent Payment Date, an
amount (the “Late Charge”) equal to five percent (5%) of the amount of
such unpaid installment or portion thereof to reimburse Landlord for its cost
and inconvenience incurred as a result of Tenant’s delinquency;


 


(iii)                               a sum equal to any additional sums
(including any late charge in excess of the amount payable under clause (ii) above
for that portion of the Basic Rent paid to the Lender as scheduled installments
of principal and interest, default penalties, interest in excess of amounts
payable under clause (iv) below for that portion of the Basic Rent
paid to the Lender as scheduled installments of principal and interest, and
fees of Lender’s counsel) which are payable by Landlord to any Lender under any
Note by reason of Tenant’s late payment or non-payment of Basic Rent or by
reason of an Event of Default; and


 


(iv)                              interest at the rate (the “Default
Rate”) of five percent (5%) over the Prime Rate per annum on the following
sums until paid in full:  (A) all
overdue installments of Basic Rent from the respective due dates thereof, (B) all
overdue amounts of Additional Rent relating to obligations which Landlord shall
have paid on behalf of Tenant, from the date of payment thereof by Landlord,
and (C) all other overdue amounts of Additional Rent, from the date when
any such amount becomes overdue.


 


(b)                                 Tenant shall pay and discharge (i) any
Additional Rent referred to in Paragraph 7(a)(i) when the same shall
become due; provided that amounts which are billed to Landlord or any
third party, but not to Tenant, shall be paid within five (5) Business
Days after Landlord’s demand for payment thereof, and (ii) any other
Additional Rent, within five (5) Business Days after Landlord’s demand for
payment thereof.


 


(c)                                  In no event shall amounts payable under
Paragraph 7(a)(ii), (iii) and (iv) or elsewhere in this Lease
exceed the maximum amount permitted by applicable Law.


 


8.                                       Net Lease:  Non-Terminability.


 


(a)                                  This is a net lease and all Monetary
Obligations shall be paid without notice or demand and without set-off,
counterclaim, recoupment, abatement, suspension, deferment, diminution,
deduction, reduction or defense (collectively, a “Set-Off”).


 


(b)                                 This Lease and the rights of Landlord and
the obligations of Tenant hereunder shall not be affected by any event or for
any reason or cause whatsoever foreseen or unforeseen.


 


15

















 


(c)                                  The obligations of Tenant hereunder shall
be separate and independent covenants and agreements, all Monetary Obligations
shall continue to be payable in all events (or, in lieu thereof, Tenant shall
pay amounts equal thereto), and the obligations of Tenant hereunder shall
continue unaffected unless the requirement to pay or perform the same shall have
been terminated pursuant to an express provision of this Lease.  The obligation to pay Rent or amounts equal
thereto shall not be affected by any collection of rents by any governmental
body pursuant to a tax lien or otherwise. 
All Rent payable by Tenant hereunder shall constitute “rent” for all
purposes (including Section 502(b)(6) of the Federal Bankruptcy
Code).


 


(d)                                 Except as otherwise expressly provided
herein, Tenant shall have no right and hereby waives all rights which it may
have under any Law to (i) quit, terminate or surrender this Lease or the
Leased Premises, or (ii) any Set-Off of any Monetary Obligations.


 


9.                                       Payment of Impositions.


 


(a)                                  Tenant shall pay and discharge when
due:  all taxes (including real and
personal property, franchise, sales, use, gross receipts and rent taxes; all
charges for any easement or agreement maintained for the benefit of the Leased
Premises; all assessments and levies; all fines, penalties and other costs in
connection with noncompliance with any applicable Law (except to the extent
that such noncompliance is caused by the actions or inaction of Landlord); all
permit, inspection and license fees; all rents and charges for water, sewer,
utility and communication services relating to the Leased Premises; all other
public charges, imposed upon or assessed against (i) Tenant, (ii) Tenant’s
interest in the Leased Premises, (iii) the Leased Premises, (iv) Landlord
as a result of or arising in respect of the acquisition, ownership, occupancy,
leasing, use, possession or sale of the Leased Premises, any activity conducted
on the Leased Premises, or the Rent, or (v) any Lender by reason of any
Note, Mortgage, Assignment or other document evidencing or securing a Loan and
which (as to this clause (v)) Landlord has agreed to pay (collectively,
the “Impositions”); provided that nothing herein shall obligate
Tenant to pay (A) income, excess profits or other taxes of Landlord (or
Lender) which are determined on the basis of Landlord’s (or Lender’s) net
income or net worth (unless such taxes are in lieu of or a substitute for any
other tax, assessment or other charge upon or with respect to the Leased
Premises which, if it were in effect, would be payable by Tenant under the
provisions hereof or by the terms of such tax, assessment or other charge), (B) any
estate, inheritance, succession, gift or similar tax imposed on Landlord or (C) any
capital gains tax imposed on Landlord in connection with the sale of the Leased
Premises to any Person.  In the event
that any ad valorem or other future real property tax (“Future Tax”) is
decreed or characterized by Law as an income tax and Tenant is thereby
prohibited by any applicable Law from paying such Future Tax pursuant to this
Paragraph 9(a), Landlord and Tenant agree that Basic Rent shall be
adjusted by such amount as shall be necessary to yield to Landlord the same net
amount as Landlord would have received but for the implementation of such
Future Tax.  Landlord shall have the
right to require Tenant to pay, together with scheduled installments of Basic
Rent, the amount of the gross receipts or rent tax, if any, payable with
respect to the amount of such installment of Basic Rent.  If any Imposition may be paid in installments
without interest or penalty, Tenant shall have the option to pay such
Imposition in installments.  Tenant shall
prepare and file all tax reports required by governmental authorities which
relate to the Impositions.  Tenant shall
deliver to Landlord (1) copies of all settlements and notices pertaining
to the Impositions which may be issued by any governmental authority within ten
(10) days after Tenant’s receipt thereof, 


 


16

















 


(2) receipts for
payment of all taxes required to be paid by Tenant hereunder within thirty (30)
days after the due date thereof and (3) receipts for payment of all other
Impositions within ten (10) days after Landlord’s request therefor.


 


(b)                                 During the continuance of an Event of
Default, Tenant shall pay to Landlord such amounts (each an “Escrow Payment”)
monthly or as required by such Lender (but not more often than monthly) so that
there shall be in an escrow account an amount sufficient to pay the Escrow
Charges (as hereinafter defined) as they become due.  As used herein, “Escrow Charges” means
real estate taxes and assessments on or with respect to the Leased Premises or
payments in lieu thereof and premiums on any insurance required by this Lease
and any reserves for capital improvements, deferred maintenance, repair and/or
tenant improvements required by any Lender. 
Landlord shall determine the amount of the Escrow Charges (it being
agreed that if required by a Lender, such amount shall equal any corresponding
escrow installments required to be paid by Landlord) and the amount of each
Escrow Payment.  The Escrow Payments may
be commingled with other funds of Landlord or other Persons and no interest
thereon shall be due or payable to Tenant. 
Landlord shall apply the Escrow Payments to the payment of the Escrow
Charges in such order or priority as Landlord shall determine or as required by
Law.  If at any time the Escrow Payments
theretofore paid to Landlord shall be insufficient for the payment of the
Escrow Charges, Tenant, within ten (10) days after Landlord’s demand
therefor, shall pay the amount of the deficiency to Landlord.  Within ten (10) days following Tenant’s
cure of the first or second Event of Default giving rise Tenant’s obligation to
make Escrow Payments pursuant to this Paragraph 9(b), all Escrow Payments
that have not been applied to satisfy Escrow Charges shall be refunded to
Tenant; provided  that (x) if the first and second Event of
Default occur within one (1) year of each other, or (y) upon the
occurrence and cure of any Event of Default subsequent to the second Event of Default,
then Tenant shall no longer be entitled to a refund of any Escrow Payments
until the expiration of the Term.


 


(c)                                  Tenant agrees to notify Landlord
immediately of any changes to the amounts, schedules, instructions for payment
of any Impositions and premiums on any insurance held under this Lease of which
Tenant has obtained knowledge and authorizes Landlord or Lender to obtain the
bills for Impositions or Escrow Charges directly from the appropriate authority
or entity.


 


10.                                 Compliance with Laws and Easement
Agreements; Environmental Matters.


 


(a)                                  Tenant shall, at its expense, comply with
and conform to, and cause the Leased Premises and any other Person occupying
any part of the Leased Premises to comply with and conform to, all Insurance
Requirements and all Legal Requirements (including all applicable Environmental
Laws).  Tenant shall not at any time (i) cause,
permit or suffer to occur any Environmental Violation or any environmental lien
whether due to the acts of Tenant or any other party or (ii) permit any
sublessee, assignee or other Person occupying the Leased Premises under or
through Tenant to cause, permit or suffer to occur any Environmental Violation
and, at the request of Landlord or Lender, Tenant shall promptly remediate or
undertake any other appropriate response action to correct any existing
Environmental Violation, however immaterial, or (iii) without the prior
written consent of Landlord and Lender, permit any drilling or exploration for
or extraction, removal, or production of any minerals from the surface or the
subsurface of the Real Property, regardless of the depth thereof or the method
of mining or 


 


17

















 


extraction thereof.  Any and all reports prepared for or by
Landlord with respect to the Leased Premises shall be for the sole benefit of
Landlord and Lender and no other Person shall have the right to rely on any
such reports.


 


(b)                                 Tenant, at its sole cost and expense,
will at all times promptly and faithfully abide by, discharge and perform all
of the covenants, conditions and agreements contained in any Easement Agreement
existing as of the date hereof on the part of Landlord or the occupier to be
kept and performed thereunder.  Tenant will
not alter, modify, amend or terminate any Easement Agreement, give any consent
or approval thereunder, or enter into any new Easement Agreement without, in
each case, prior written consent of Landlord.


 


(c)                                  Upon at least three (3) Business
Days advance written notice from Landlord, Tenant shall permit such persons as
Landlord may designate (“Site Reviewers”) to visit the Leased Premises
during normal business hours and in a manner which does not unreasonably
interfere with Tenant’s operations and perform, as agents of Tenant,
environmental site investigations and assessments (“Site Assessments”)
on the Leased Premises in any of the following circumstances:  (i) in connection with any sale,
financing or refinancing of the Leased Premises, (ii) within the six month
period prior to the expiration of the Term, (iii) if required by Lender or
the terms of any credit facility to which Landlord is bound, (iv) if an
Event of Default has occurred and has continued for a period of thirty (30)
days or more, (v) if required under any applicable Law, or (vi) at
any other time that Landlord or Lender receives notice that an Environmental
Violation or any condition that could reasonably be expected to result in any
Environmental Violation exists.  Such
Site Assessments may include both above and below the ground testing for
Environmental Violations and such other tests as may be necessary, in the
opinion of the Site Reviewers, to conduct the Site Assessments.  Tenant shall supply to the Site Reviewers
such historical and operational information regarding the Leased Premises as
may be reasonably requested by the Site Reviewers to facilitate the Site
Assessments, and shall make available for meetings with the Site Reviewers
appropriate personnel having knowledge of such matters.  Tenant shall pay the cost of performing all
Site Assessments performed pursuant to the foregoing clauses (iv), (v) and
(vi) and all Site Assessments that reveal that an Environmental Violation
exists (other than as a result of the acts or omissions of Landlord).  Landlord shall pay the cost of performing all
other Site Assessments.


 


(d)                                 If an Environmental Violation occurs or
is found to exist and as a result of the act of any Persons not affiliated with
Landlord or Landlord’s Lender, and, in Landlord’s reasonable judgment, the cost
of remediation of, or other response action with respect to, the same is likely
to exceed $50,000, Tenant shall provide to Landlord, within ten (10) days
after Landlord’s request therefor, adequate financial assurances that Tenant
will effect such remediation in accordance with applicable Environmental
Laws.  Such financial assurances shall be
a bond or letter of credit satisfactory to Landlord in form and substance and
in an amount equal to or greater than Landlord’s reasonable estimate, based
upon a Site Assessment performed pursuant to Paragraph 10(c), of the
anticipated cost of such remedial action. 
Tenant shall comply with all reasonable requests of Landlord with
respect to an Environmental Violation, including without limitation (i) a
request to effectuate a remediation of any Environmental Violation, (ii) a
request for Tenant to comply with any Environmental Laws or to comply with any
directive from a governmental authority, or (iii) a reasonable request to
take any action necessary to protect human health and the environment.


 


18
















 


(e)                                  Notwithstanding any other provision of
this Lease, if an Environmental Violation occurs or is found to exist and the
Term would otherwise terminate or expire, then, at the option of Landlord, the
Term shall be automatically extended beyond the date of termination or
expiration and this Lease shall remain in full force and effect beyond such
date until the earlier to occur of (i) the completion of all remedial
action in accordance with applicable Environmental Laws or (ii) the date
specified in a written notice from Landlord to Tenant terminating this Lease.


 


(f)                                    If Tenant fails to comply with any
requirement of any Environmental Law in connection with any Environmental
Violation which occurs or is found to exist, Landlord shall have the right (but
no obligation) to take any and all actions as Landlord shall deem necessary or
advisable in order to cure such Environmental Violation.


 


(g)                                 Tenant shall notify Landlord immediately
after becoming aware of any Environmental Violation (or alleged Environmental Violation)
or noncompliance with any of the covenants contained in this Paragraph 10
and shall forward to Landlord immediately upon receipt thereof copies of all
orders, reports, notices, permits, applications or other communications
relating to any such violation or noncompliance.


 


(h)                                 All future leases, subleases or
concession agreements relating to the Leased Premises entered into by Tenant
shall contain covenants of the other party thereto which are identical to the
covenants contained in Paragraph 10(a).


 


(i)                                     Tenant shall, from time to time, upon
Landlord’s reasonable request, provide Landlord with an officer’s certificate
from Tenant satisfactory to Landlord certifying that the Property complies with
all Legal Requirements or is exempt from compliance with such Legal
Requirements.


 


(j)                                     On the Commencement Date, Tenant shall
deliver to Escrow Agent cash in the amount of $62,500 (the “Remediation
Amount”).  Subject to the terms of
the Escrow Agreement, Escrow Agent shall hold the Remediation Amount in a fund
(the “Remediation Fund”) and disburse amounts from the Remediation Fund
to fund the cost of the environmental remediation to the Leased Premises set
forth on Schedule 10(j) hereto (the “Required Remediation”) in
accordance with the disbursement procedure for the Restoration Fund set forth
in Paragraph 19(a).  Tenant shall
promptly commence the Required Remediation in compliance with the requirements
of the Virginia Department of Environmental Quality and all other applicable
Legal Requirements and shall proceed diligently to complete such remediation as
soon as reasonably practicable.  If any
sum remains in the Remediation Fund after completion of the repairs listed on
Schedule 10(j), Escrow Agent shall disburse such sum to Tenant.  Notwithstanding the foregoing, no later than April 9,
2007, Tenant agrees and covenants to deliver to Escrow Agent a Letter of Credit
to replace any amounts held by the Escrow Agent in the Remediation Fund.  Such Letter of Credit (i) shall be in
the Remediation Amount or if any amounts have been disbursed from the
Remediation Fund in accordance with the Escrow Agreement, then in such lesser
amount, (ii) shall be held by Escrow Agent pursuant to the Escrow
Agreement until Tenant has complied with all conditions related to release of
the Remediation Amount from the Remediation Fund, (iii) shall be drawn on
by Escrow Agreement to fund disbursements in accordance with the disbursement
procedure for the Restoration Fund 


 


19

















 


set forth in
Paragraph 19(a) and the Escrow Agreement and (iv) shall contain
instructions to the financial institution issuing the Letter of Credit to
disburse the funds held pursuant to the Letter of Credit in accordance with the
terms and conditions in this Paragraph 10(j).


 


(k)                                  Tenant shall obtain and provide a copy to
Landlord of a valid, final certificate of occupancy by May 1, 2007 for the
outbuilding on the 1000 Industrial Road property that contains the predryer
constructed in 2001 and used in connection with Tenant’s business at the Leased
Premises.


 


11.                                 Liens; Recording.


 


(a)                                  Tenant shall not, directly or indirectly,
create or permit to be created or to remain and shall promptly discharge or
remove any lien, levy or encumbrance on the Leased Premises or on any Rent or
any other sums payable by Tenant under this Lease, other than any Mortgage or
Assignment, the Permitted Encumbrances and any mortgage, lien, encumbrance or
other charge created by or resulting solely from any act or omission of
Landlord.  NOTICE IS HEREBY GIVEN THAT
LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR
TO BE FURNISHED TO TENANT OR TO ANYONE HOLDING OR OCCUPYING ANY OF THE LEASED
PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY
SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF
LANDLORD IN AND TO THE LEASED PREMISES. 
LANDLORD MAY AT ANY TIME POST ANY NOTICES ON THE LEASED PREMISES
REGARDING SUCH NON- LIABILITY OF LANDLORD.


 


(b)                                 Tenant and Landlord shall execute,
deliver and record, file or register (collectively, “record”) all such
instruments as may be required or permitted by any present or future Law in
order to evidence the respective interests of Landlord and Tenant in the Leased
Premises, and shall cause a memorandum of this Lease (or, if such a memorandum
cannot be recorded, this Lease), and any supplement hereto or thereto, to be
recorded in such manner and in such places as may be required or permitted by
any present or future Law in order to protect the validity and priority of this
Lease.


 


12.                                 Maintenance and Repair.


 


(a)                                  On the Commencement Date, Tenant shall
deliver to Escrow Agent cash in the amount of $260,875 (the “Immediate
Repair Amount”).  Subject to the
terms of the Escrow Agreement, Escrow Agent shall hold the Immediate Repair
Amount in a fund (the “Immediate  Repair Fund”) and disburse
amounts from the Immediate Repair Fund to fund the cost of the repairs to the
Leased Premises set forth on Schedule 12(a) hereto in accordance with
the disbursement procedure for the Restoration Fund set forth in
Paragraph 19(a).  Tenant shall
complete the repairs listed on Schedule 12(a) no later than December 31,
2007.  If any sum remains in the
Immediate Repair Fund after completion of the repairs listed on
Schedule 12(a), Escrow Agent shall disburse such sum to Tenant.  Notwithstanding the foregoing, no later than April 9,
2007, Tenant agrees and covenants to deliver to Escrow Agent a Letter of Credit
to replace any amounts held by the Escrow Agent in the Immediate Repair
Fund.  Such Letter of Credit (i) shall
be in the Immediate Repair Amount or if any amounts have been disbursed from 


 


20

















 


the Immediate Repair Fund
in accordance with the Escrow Agreement, then in such lesser amount, (ii) shall
be held by Escrow Agent pursuant to the Escrow Agreement until Tenant has
complied with all conditions related to release of the Immediate Repair Amount
from the Immediate Repair Fund, (iii) shall be drawn on by Escrow Agent to
fund disbursements in accordance with the disbursement procedure for the
Restoration Fund set forth in Paragraph 19(a) and (iv) shall
contain instructions to the financial institution issuing the Letter of Credit
to disburse the funds held pursuant to the Letter of Credit in accordance with
the terms and conditions in this Paragraph 12(a).


 


(b)                                 Tenant shall at all times maintain the
Leased Premises in as good repair and appearance as they are on the date hereof
and fit to be used for their intended use in accordance with the better of the
practices generally recognized as then acceptable by other companies in its
industry or observed by Tenant with respect to the other real properties owned
or operated by it, and, in the case of the Equipment, in as good mechanical
condition as it was on the later of the date hereof or the date of its
installation, except for ordinary wear and tear.  Tenant shall take every other action
necessary or appropriate for the preservation and safety of the Leased Premises.  Tenant shall promptly make all Alterations of
every kind and nature, whether foreseen or unforeseen, which may be required to
comply with the foregoing requirements of this Paragraph 12(a) or to
comply with any Legal Requirement. 
Except as otherwise provided herein, Landlord shall not be required to
make any Alteration, whether foreseen or unforeseen, or to maintain the Leased
Premises in any way, and Tenant hereby expressly waives any right which may be
provided for in any Law now or hereafter in effect to make Alterations at the
expense of Landlord or to require Landlord to make Alterations.  Any Alteration made by Tenant pursuant to
this Paragraph 12 shall be made in conformity with the provisions of Paragraph 13.  Tenant hereby agrees and covenants not to
commit or permit the Leased Premises to suffer waste, and shall take all
precautions necessary to prevent waste from occurring at the Leased
Premises.  Notwithstanding the foregoing,
(i) if Landlord determines in its sole discretion that the roof, HVAC
and/or boiler needs to be replaced in the last two (2) years of the end of
the Term and Landlord elects to require Tenant to make such replacement; or (ii) if
Landlord determines that the parking lot needs to be repaved and re-striped in
the last two (2) years of the end of the Term, either due to normal wear
and tear as determined by a third-party independent engineer or consultant, or
due to Tenant’s failure to maintain the parking lot as required by this Lease,
and Landlord elects to require Tenant to repave the parking lot, the cost of
such repaying and re- striping will be borne by Tenant; provided that if
Tenant elects to terminate this Lease at end of the initial Term, the cost of
such replacement or repaying and re-striping, as the case may be, will be
apportioned between Landlord and Tenant with Tenant’s share equal to the cost
of such replacement or repairing and re-striping, as the case may be,
multiplied by a fraction, the numerator of which shall be the remainder of the
Term from the time Landlord determines the roof, HVAC and/or boiler needs
replacement or the parking lot needs repaying and re-striping, and the
denominator of which shall be the anticipated useful life of such roof, HVAC,
boiler or parking lot as replaced or repaved and re-striped, as the case may
be.


 


(c)                                  If any Improvement, now or hereafter
constructed, shall (i) encroach upon any setback or any property, street
or right-of-way adjoining the Leased Premises, (ii) violate any zoning
restrictions, including without limitation height or set-back restrictions, or
the provisions of any restrictive covenant affecting the Leased Premises, (iii) hinder
or obstruct any easement or right-of-way to which the Leased Premises is
subject or (iv) impair the rights of others in, to or 


 


21

















 


under any of the
foregoing, Tenant shall, promptly after receiving notice or otherwise acquiring
knowledge thereof, either (A) obtain from all necessary parties waivers or
settlements of all claims, liabilities and damages resulting from each such
encroachment, violation, hindrance, obstruction or impairment, whether the same
shall affect Landlord, Tenant or both, or (B) take such action as shall be
necessary to remove all such encroachments, hindrances or obstructions and to
end all such violations or impairments, including, if necessary, making
Alterations.


 


13.                                 Alterations and Improvements.


 


(a)                                  Tenant shall not make (i) any
non-structural Alterations to the Leased Premises that cost more than $580,000
in the aggregate over the Term or (ii) any structural Alterations to the
Leased Premises, without having first obtained the prior written consent of
Landlord and Lender, such consent not to be unreasonably withheld, conditioned
or delayed.  For any Alteration that
requires Landlord’s and Lender’s consent, Landlord and Lender shall have
fifteen (15) days following receipt from Tenant of the information related
to the Alteration to either approve or disapprove the Alteration or request
additional information on which to base their decision.  If, during the initial fifteen (15) day
review period, Landlord or Lender requests additional information concerning
the Alteration, Tenant shall provide such additional information as soon as
reasonably practicable, and Landlord and Lender shall approve or disapprove the
Alteration no later than the fifteenth (15’) day following receipt of the
requested additional information. 
Landlord and Lender shall be deemed to have acted reasonably in
withholding consent if Tenant fails to deliver any such additional
information.  If a response is not
received by Tenant from Landlord by the expiration of such initial fifteen
(15) day period or such subsequent fifteen (15) day period, as
applicable, such Alteration shall be deemed approved.  Tenant shall not construct upon the Real
Property any additional buildings without having first obtained the prior
written consent of Landlord and Lender. 
Landlord shall have the right to require Tenant to remove any
Alterations except for those Alterations required by Law or for which Landlord
has agreed in writing that removal will not be required.


 


(b)                                 If Tenant makes any Alterations pursuant
to this Paragraph 13 or as required by Paragraph 12 or 17 (such
Alterations and actions being hereinafter collectively referred to as “Work”),
then (i) the market value of the Leased Premises shall not be lessened by
any such Work or its usefulness impaired, (ii) all such Work shall be
performed by Tenant in a good and workmanlike manner, (iii) all such Work
shall be expeditiously completed in compliance with all Legal Requirements, (iv) all
such Work shall comply with the requirements of all insurance policies required
to be maintained by Tenant hereunder, (v) if any such Work involves the
replacement of Equipment or parts thereto, all replacement Equipment or parts
shall have a value and useful life equal to the greater of (A) the value
and useful life on the date hereof of the Equipment being replaced or (B) the
value and useful life of the Equipment being replaced immediately prior to the
occurrence of the event which required its replacement (assuming such replaced
Equipment was then in the condition required by this Lease), (vi) Tenant
shall promptly discharge or remove all liens filed against the Leased Premises
arising out of such Work, (vii) Tenant shall procure and pay for all
permits and licenses required in connection with any such Work, (viii) all
such Work (excluding Tenant’s trade fixtures and equipment) shall be the
property of Landlord and shall be subject to this Lease, and Tenant shall
execute and deliver to Landlord any document requested by Landlord evidencing
the assignment to Landlord of all estate, right, title and interest (other than
the leasehold estate created hereby) of Tenant or any 


 


22

















 


other Person thereto or
therein, and (ix) Tenant shall comply, to the extent requested by Landlord
or required by this Lease, with the provisions of Paragraphs 12(a) and
19(a), whether or not such Work involves restoration of the Leased Premises.


 


14.                                 Permitted Contests.


 


Notwithstanding
any other provision of this Lease, Tenant shall not be required to (a) pay
any Imposition, (b) discharge or remove any lien referred to in
Paragraph 11 or 13 or (d) take any action with respect to any
encroachment, violation, hindrance, obstruction or impairment referred to in
Paragraph 12(b) (such non-compliance with the terms hereof being
hereinafter referred to collectively as “Permitted Violations”‘) and may
dispute or contest the same, so long as at the time of such non-compliance no
Event of Default exists and so long as Tenant shall contest, in good faith, the
existence, amount or validity thereof, the amount of the damages caused
thereby, or the extent of its or Landlord’s liability therefor by appropriate
proceedings which shall operate during the pendency thereof to prevent or stay (i) the
collection of, or other realization upon, the Permitted Violation so contested,
(ii) the sale, forfeiture or loss of the Leased Premises or any Rent to
satisfy or to pay any damages caused by any Permitted Violation, (iii) any
interference with the use or occupancy of the Leased Premises, (iv) any
interference with the payment of any Rent, or (v) the cancellation or
increase in the rate of any insurance policy or a statement by the carrier that
coverage will be denied.  Tenant shall
provide Landlord security which is satisfactory, in Landlord’s reasonable
judgment, to assure that such Permitted Violation is corrected, including all Costs,
interest and penalties that may be incurred or become due in connection
therewith.  While any proceedings which
comply with the requirements of this Paragraph 14 are pending and the
required security is held by Landlord, Landlord shall not have the right to
correct any Permitted Violation thereby being contested unless Landlord is
required by Law to correct such Permitted Violation and Tenant’s contest does
not prevent or stay such requirement as to Landlord.  Each such contest shall be promptly and diligently
prosecuted by Tenant to a final conclusion, except that Tenant, so long as the
conditions of this Paragraph 14 are at all times complied with, has the
right to attempt to settle or compromise such contest through negotiations.  Tenant shall pay any and all losses,
judgments, decrees and Costs in connection with any such contest and shall,
promptly after the final determination of such contest, fully pay and discharge
the amounts which shall be levied, assessed, charged or imposed or be determined
to be payable therein or in connection therewith, together with all penalties,
fines, interest and Costs thereof or in connection therewith, and perform all
acts the performance of which shall be ordered or decreed as a result thereof.  No such contest shall subject Landlord to the
risk of any civil or criminal liability.


 


15.                                 Indemnification.


 


(a)                                  Tenant shall pay, protect, indemnify,
defend, save and hold harmless Landlord, Lender and all other Persons described
in Paragraph 30 (each an “Indemnitee”) from and against any and all
liabilities, losses, damages (including punitive damages), penalties, Costs
(including attorneys’ fees and costs), causes of action, suits, claims, demands
or judgments of any nature whatsoever, howsoever caused, without regard to the
form of action and whether based on strict liability, gross negligence,
negligence or any other theory of recovery at law or in equity, arising from (i) any
matter pertaining to the acquisition (or the negotiations leading thereto),
ownership, leasing, use, non-use, occupancy, operation, management, condition,
design, construction, 


 


23

















 


maintenance, repair or
restoration of the Leased Premises, (ii) any Casualty in any manner
arising from the Leased Premises, whether or not Indemnitee has or should have
knowledge or notice of any defect or condition causing or contributing to said
Casualty, (iii) any violation by Tenant of (A) any provision of this
Lease (including any representation or warranty), (B) any contract or
agreement to which Tenant is a party, (C) any Legal Requirement or (D) any
Permitted Encumbrance or any encumbrance Tenant consented to or the Mortgage or
Assignment or (iv) any alleged, threatened or actual Environmental
Violation, including (A) liability for response costs and for costs of
removal and remedial action incurred by the United States Government, any state
or local governmental unit or any other Person, or damages from injury to or
destruction or loss of natural resources, including the reasonable costs of
assessing such injury, destruction or loss, incurred pursuant to Section 107
of CERCLA, or any successor section or act or provision of any similar state or
local Law, (B) liability for costs and expenses of abatement, correction
or clean-up, fines, damages, response costs or penalties which arise from the
provisions of any of the other Environmental Laws and (C) liability for
personal injury or property damage arising under any statutory or common-law
tort theory, including damages assessed for the maintenance of a public or
private nuisance or for carrying on of a dangerous activity.  Provided, however, in no event shall Tenant
be liable in any respect for any liabilities, losses, damages, penalties,
costs, causes of action, suits, claims, demands or judgments resulting from the
acts or omissions of Landlord or its agents, contractors, employees or
affiliates.


 


(b)                                 In case any action or proceeding is
brought against any Indemnitee by reason of any such claim, (i) Tenant
may, except in the event of a conflict of interest or a dispute between Tenant
and any such Indemnitee or during the continuance of an Event of Default,
retain its own counsel and defend such action (it being understood that
Landlord may employ counsel of its choice to monitor the defense of any such
action, the cost of which shall be paid by Tenant) and (ii) such
Indemnitee shall notify Tenant to resist or defend such action or proceeding by
retaining counsel reasonably satisfactory to such Indemnitee, and such Indemnitee
will cooperate and assist in the defense of such action or proceeding if
reasonably requested to do so by Tenant. 
In the event of a conflict of interest or dispute or during the
continuance of an Event of Default, Landlord shall have the right to select
counsel, and the cost of such counsel shall be paid by Tenant.


 


(c)                                  The obligations of Tenant under this
Paragraph 15 shall survive any termination, expiration or rejection in
bankruptcy of this Lease.


 


16.                                 Insurance.


 


(a)                                  Each policy of insurance listed on
Schedule 16 attached hereto (the “Existing Insurance Policies”) is
in full force and effect and all premiums due with respect thereto have been
paid.  There are no claims outstanding or
pending under any Existing Insurance Policies.


 


(b)                                 Tenant shall obtain, pay for and maintain
the following insurance on or in connection with the Leased Premises:


 


(i)                                     Insurance against all risk of physical
loss or damage to the Improvements and Equipment as provided under “Special
Causes of Loss” form coverage in an amount not less 


 


24

















 


than the actual
replacement cost of the Improvements and Equipment without deduction for
depreciation, including the perils of hail, windstorm, flood coverage,
earthquake and acts of terrorism, in amounts which may be at various sublimits
as determined to be adequate in the sole discretion of Landlord, however which
may not be less than that in force at the time of the execution of this Lease;
provided that, if Tenant’s insurance company is unable or unwilling to include
any or all of such excluded perils, Tenant shall have the option of purchasing
coverage against such perils from another insurer on a “Difference in
Conditions” form or through a stand- alone policy.  Such policies shall contain Replacement Cost
and Agreed Amount Endorsements and “Law and Ordinance” coverage (at full
replacement cost).  Such policies and
endorsements shall contain deductibles in such amounts as Landlord or Lender
shall require, provided that such deductible shall not be less than
$10,000.  Such policies shall name
Landlord as a named insured, and Lender as mortgagee/loss payee, with respect
to the Leased Premises.


 


(ii)                                  Commercial General Liability Insurance
and Umbrella/Excess Liability Insurance, including Business Automobile
Liability Insurance (including Non-Owned and Hired Automobile Liability)
against claims for personal injury, bodily injury, death, accident or property
damage occurring on, in or as a result of the use of the Leased Premises, in an
amount not less than $ 11,000,000 on a per location basis and on an occurrence
basis.  Coverage shall also include
elevators/escalators (if any), independent contractors, contractual liability
and Products/Completed Operations Liability coverage.  Such policies shall name Landlord and Lender
as additional insureds with respect to the Leased Premises.


 


(iii)                               Workers’ compensation insurance in the
amount required by applicable Law.


 


(iv)                              Employers’ liability insurance covering
all persons employed by Tenant in connection with any work done on or about the
Leased Premises in the amount of $1,000,000 per accident, $1,000,000 per
illness, per employee, and $1,000,000 per illness, in the aggregate.


 


(v)                                 Comprehensive Boiler and
Machinery/Equipment Breakdown Insurance on any of the Equipment or any other
equipment on or in the Leased Premises, in an amount not less than $10,000,000
per accident for damage to property (and which may be carried as part of the
coverage required under clause (i) above or pursuant to a separate
policy or endorsement).  If such coverage
is provided pursuant to a separate Boiler and Machinery policy or endorsement,
Tenant will obtain a Joint Loss Agreement. 
Either such Boiler and Machinery policy endorsements or the Special
Causes of Loss policy required in clause (i) above shall include at
least the amount per incidence for Off-Premises Service Interruption,
Expediting Expenses, Ammonia Contamination, and Hazardous Materials Clean-Up
Expense as Tenant maintains on the date hereof, and may contain a deductible
not to exceed $25,000.  Such policies
shall name Landlord and Lender as loss payees with respect to the Leased
Premises.


 


(vi)                              Business Income/Extra Expense Insurance
at limits sufficient to cover 100% of the period of indemnity not less than
eighteen (18) months from time of loss and an extended period of indemnity
of three hundred sixty-five (365) days. 
Such policies shall name Landlord and Lender as loss payees with respect
to the Leased Premises.


 


25

















 


(vii)                           During any period in which substantial
Alterations at the Leased Premises are being undertaken, builder’s risk
insurance covering the total completed value, including all hard and soft costs
(which shall include business interruption coverage) with respect to the
Improvements being constructed, altered or repaired (on a completed value,
non-reporting basis), replacement cost of work performed and equipment,
supplies and materials furnished in connection with such construction, alteration
or repair of Improvements or Equipment, together with such other endorsements
as Landlord may reasonably require, and general liability, worker’s
compensation and automobile liability insurance with respect to the
Improvements being constructed, altered or repaired, in such form and in such
amounts as Landlord may reasonably require. 
Such policies shall name Landlord and Lender as named insured,
mortgagee, additional insured and/or loss payees with respect to the Leased
Premises, as applicable.


 


(viii)                        Such other insurance (or other terms with
respect to any insurance required pursuant to this Paragraph 16, including
without limitation amounts of coverage, deductibles, form of mortgagee clause)
on or in connection with the Leased Premises as Landlord or Lender may
reasonably require (including, without limitation, mold insurance); provided
that, (i) such insurance is consistent, as to types of coverage and
amounts, with the requirements generally of institutional lenders or prudent
owners or operators of similar properties, and (ii) no Boiler and
Machinery policy endorsement or Special Causes of Loss policy required in
Paragraph 16(b)(i) shall require more than $3,000,000 per incidence
for Off- Premises Service Interruption, Expediting Expenses, Ammonia Contamination,
and Hazardous Materials Clean-Up Expense.


 


(c)                                  The insurance required by
Paragraph 16(b) shall be written by companies having a Best’s rating
of A:X or above and a claims paying ability rating of AA or better by S&P
or equivalent rating agency approved by Landlord and Lender in their sole
discretion and are authorized to write insurance policies by, the State
Insurance Department (or its equivalent) for the states in which the Leased
Premises are located.  The insurance
policies (i) shall be for such terms as Landlord may reasonably approve
and (ii) shall be in amounts sufficient at all times to satisfy any
coinsurance requirements thereof.  If
said insurance or any part thereof shall expire, be withdrawn, become void,
voidable, unreliable or unsafe for any reason, including a breach of any
condition thereof by Tenant or the failure or impairment of the capital of any
insurer, or if for any other reason whatsoever said insurance shall become
reasonably unsatisfactory to Landlord, Tenant shall immediately obtain new or
additional insurance reasonably satisfactory to Landlord.


 


(d)                                 Each insurance policy referred to in
clauses (i), (iv), (v) and (vi) of Paragraph 16(b) shall
contain standard non-contributory mortgagee clauses in favor of and
acceptable to Lender.  Each policy
required by any provision of Paragraph 16(b), except clause (iii) thereof,
shall provide that it may not be cancelled, substantially modified or allowed
to lapse on any renewal date except after thirty (30) days’ prior written notice
to Landlord and Lender.


 


(e)                                  Tenant shall pay as they become due all
premiums for the insurance required by Paragraph 16(b), shall renew or
replace each policy and deliver to Landlord evidence of the payment of the full
premium therefor or installment then due at least ten (10) days prior to
the expiration date of such policy, and shall promptly deliver to Landlord all
original certificates of 


 


26

















 


insurance evidencing such
coverages or, if required by Lender, original or certified policies.  All certificates of insurance (including
liability coverage) provided to Landlord and Lender shall be on ACORD Form 27
(or its equivalent).


 


(f)                                    Anything in this Paragraph 16 to the
contrary notwithstanding, any insurance which Tenant is required to obtain
pursuant to Paragraph 16(b) may be carried under a “blanket” policy
or policies covering other properties of Tenant or under an “umbrella” policy
or policies covering other liabilities of Tenant, as applicable; provided
that, such blanket or umbrella policy or policies otherwise comply with the
provisions of this Paragraph 16, and upon request, Tenant shall provide to
Landlord a Statement of Values which may be reviewed annually and shall be
amended to the extent determined necessary by Landlord based on revised
Replacement Cost Valuations.  The
original or a certified copy of each such blanket or umbrella policy shall
promptly be delivered to Landlord.


 


(g)                                 Tenant shall not carry separate insurance
concurrent in form or contributing in the event of a Casualty with that
required in this Paragraph 16 unless (i) Landlord and Lender are
included therein as named insureds, with loss payable as provided herein, and (ii) such
separate insurance complies with the other provisions of this
Paragraph 16.  Tenant shall
immediately notify Landlord of such separate insurance and shall deliver to
Landlord the original policies or certified copies thereof.


 


(h)                                 Each policy (other than workers’
compensation coverage) shall contain an effective waiver by the carrier against
all claims for payment of insurance premiums against Landlord and shall contain
a full waiver of subrogation against the Landlord.


 


(i)                                     The proceeds of any insurance required
under Paragraph 16(b) shall be payable as follows:


 


(i)                                     proceeds payable under clauses (ii),
(iii) and (iv) of Paragraph 16(b) and proceeds attributable
to the general liability coverage of Builder’s Risk insurance under
clause (vi) of Paragraph 16(b) shall be payable to the
Person entitled to receive such proceeds; and


 


(ii)                                  proceeds of insurance required under
clause (i) of Paragraph 16(b) and proceeds attributable to
Builder’s Risk insurance (other than its general liability coverage provisions)
under clause (vi) of Paragraph 16(b) shall be payable to
Landlord or Lender and applied as set forth in Paragraph 17 or, if
applicable, Paragraph 18.  Tenant
shall apply the Net Award to restoration of the Leased Premises in accordance
with the applicable provisions of this Lease unless a Termination Event shall
have occurred and Tenant has given a Termination Notice.


 


17.                                 Casualty and Condemnation.


 


(a)                                  Tenant shall give Landlord and Lender
immediate notice of the occurrence of any Casualty.  Landlord and Lender, in their discretion and
upon notice to Tenant (except that no notice to Tenant shall be required if an
Event of Default has occurred and is continuing), may adjust, collect and
compromise all claims under any of the insurance policies required by
Paragraph 16(b) (except public liability insurance claims payable to
a Person other than Tenant, 


 


27

















 


Landlord or Lender) and
to execute and deliver on behalf of Tenant all necessary proofs of loss,
receipts, vouchers and releases required by the insurers.  Provided that no Event of Default has occurred
and is continuing, Tenant shall be entitled to participate with Landlord and
Lender in any adjustment, collection and compromise of the Net Award payable in
connection with a Casualty.  Tenant
agrees to sign, upon the request of Landlord or Lender, all such proofs of
loss, receipts, vouchers and releases, subject to Tenant’s reasonable approval
thereof.  If Landlord or Lender so
requests, Tenant shall adjust, collect and compromise any and all such claims,
and Landlord and Lender shall have the right to join with Tenant therein.  Any adjustment, settlement or compromise of
any such claim shall be subject to the prior written approval of Landlord and
Lender, and Landlord and Lender shall have the right to prosecute or contest,
or to require Tenant to prosecute or contest, any such claim, adjustment,
settlement or compromise.  Each insurer
is hereby authorized and directed to make payment under said policies,
including return of unearned premiums, directly to Landlord or, if required by
the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant
hereby appoints each of Landlord and Lender as Tenant’s attorneys-in-fact to
endorse any joint draft therefor.  The
rights of Landlord under this Paragraph 17(a) shall be extended to
Lender if and to the extent that any Mortgage so provides.


 


(b)                                 Tenant shall provide Landlord and Lender
immediate written notice of Tenant’s receipt of a Condemnation Notice.  Landlord and Lender are authorized to
collect, settle and compromise, in their discretion (and, if no Event of
Default exists, upon notice to Tenant), the amount of any Net Award.  Provided that no Event of Default has
occurred and is continuing, Tenant shall be entitled to participate with
Landlord and Lender in any Condemnation proceeding or negotiations under threat
thereof and to contest the Condemnation or the amount of the Net Award
therefor.  No agreement with any
condemnor in settlement or under threat of any Condemnation shall be made by
Tenant without the written consent of Landlord and Lender.  Subject to the provisions of this
Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award
or payment to which Tenant is or may be entitled by reason of any Condemnation,
whether the same shall be paid or payable for Tenant’s leasehold interest
hereunder or otherwise; but nothing in this Lease shall impair Tenant’s right
to any award or payment on account of Tenant’s trade fixtures, equipment or
other tangible property which is not part of the Equipment, moving expenses or
loss of business, if available, to the extent that and so long as (i) Tenant
shall have the right to make, and does make, a separate claim therefor against
the condemnor and (ii) such claim does not in any way reduce either the
amount of the award otherwise payable to Landlord for the Condemnation of
Landlord’s fee interest in the Leased Premises or the amount of the award (if
any) otherwise payable for the Condemnation of Tenant’s leasehold interest
hereunder.  The rights of Landlord under
this Paragraph 17(b) shall also be extended to Lender if and to the
extent that any Mortgage so provides.


 


(c)                                  If any Partial Casualty (whether or not
insured against) or Partial Condemnation shall occur (other than a Requisition)
to the Leased Premises, this Lease shall continue, notwithstanding such event,
and there shall be no abatement or reduction of any Monetary Obligations.  Promptly after such Partial Casualty or
Partial Condemnation, Tenant, as required in Paragraphs 12(a) and
13(b), shall commence and diligently continue to restore the Leased Premises as
nearly as possible to its value, condition and character immediately prior to
such event (assuming the Leased Premises to have been in the condition required
by this Lease).  Upon the receipt by
Landlord of the entire Net Award of such Partial Casualty or Partial
Condemnation, Landlord shall make such Net Award available to Tenant for
restoration in 


 


28

















 


accordance with and
subject to the provisions of Paragraph 19(a).  If a Requisition shall occur, Tenant shall
comply with the terms and conditions of Paragraph 17(d).  If any Casualty or Condemnation which is not
a Partial Casualty, Partial Condemnation or Requisition shall occur, Tenant
shall comply with the terms and conditions of Paragraph 18.  Upon the expiration of the Term, any portion
of such Net Award which shall not have been previously paid as set forth above
shall be retained by Landlord.


 


(d)                                 In the event of a Requisition of the
Leased Premises, any Net Award payable by reason of such Partial Condemnation
shall be (i) retained by Landlord, or (ii) paid to Lender.


 


(e)                                  The Tenant hereby waives any and all
rights it may have and agrees that the terms and provisions of this Lease shall
control over any rights granted to Tenant pursuant to Virginia Code Annotated
§ 55-226, as amended.


 


18.                                 Termination Events.


 


(a)                                  If all of the Leased Premises shall be
taken by a Condemnation, Tenant shall, within thirty (30) days after Tenant receives
a Condemnation Notice, give to Landlord written notice of Tenant’s election to
terminate this Lease (a “Termination Notice”).


 


(b)                                 If fifty percent (50%) or more (but less
than all) of the Leased Premises is taken by a Condemnation or fifty percent (50%)
or more of the Leased Premises is totally damaged or destroyed by a Casualty,
Tenant shall have the option of reconstructing the Leased Premises using the
Net Award payable in connection with such Condemnation or Casualty or, within
thirty (30) days after Tenant receives a Condemnation Notice or thirty (30)
days after the Casualty, as the case may be, to give to Landlord a Termination
Notice.  If Tenant elects not to give
Landlord a Termination Notice, then Tenant shall restore, rebuild or repair the
Leased Premises in accordance with Paragraphs 17 and 19.


 


(c)                                  A Termination Notice shall contain (i) notice
of Tenant’s intention to terminate this Lease on the later to occur of (A) the
first Basic Rent Payment Date which occurs at least ninety (90) days after the
Fair Market Value Date, or (B) the date on which Landlord receives the Net
Award (the “Termination Date”), and (ii) a binding and irrevocable
commitment of Tenant to pay the Termination Amount on the Termination
Date.  Promptly upon Landlord’s receipt
of a Termination Notice, Landlord and Tenant shall commence to determine the
Fair Market Value of the Leased Premises pursuant to Paragraph 29.


 


(d)                                 If Tenant delivers a Termination Notice
to Landlord, this Lease shall terminate on the Terminate Date; provided
that if an Event of Default has occurred and is continuing as of the
Termination Date specified in Tenant’s Termination Notice, this Lease shall
remain in full force and effect and the Termination Date shall be extended
until such Event of Default has been cured by Tenant or waived by
Landlord.  On the Termination Date, (i) Tenant
shall pay to Landlord all the Termination Amount and all Monetary Obligations
due on or prior to the Termination Date (collectively, “Remaining
Obligations”), (ii) all other obligations of Tenant under this Lease
shall terminate except for any Surviving Obligations, (iii) Tenant shall
immediately vacate and shall have no further right, title or interest in or to
the Leased Premises, and (iv) the Net Award shall be retained by
Landlord.  Notwithstanding anything to
the contrary hereinabove contained, 


 


29

















 


if on the Termination
Date, Tenant has not satisfied all Remaining Obligations, then Landlord may, at
its option, extend the Termination Date to a date which is no later than the
first Basic Rent Payment Date after the date on which Tenant has satisfied all
such Remaining Obligations.


 


19.                                 Restoration.


 


(a)                                  If any Net Award is less than $200,000,
Tenant shall be entitled to payment of the Net Award, and Tenant shall complete
restoration of any affected portions of the Leased Premises.  If any Net Award is equal to or greater than
$200,000, Landlord (or Lender if required by any Mortgage) shall hold the Net
Award in a fund (the “Restoration Fund”) and disburse amounts from the
Restoration Fund only in accordance with the following conditions:


 


(i)                                     Tenant shall commence the restoration as
soon as reasonably practical and diligently pursue completion of such
restoration to completion;


 


(ii)                                  prior to commencement of restoration, (A) the
architects, contracts, contractors, plans and specifications and a detailed
budget for the restoration shall have been approved by Landlord, such detailed
budget shall reflect that the Restoration Fund is sufficient to cover the costs
of restoration, including any additional insurance required as a result of
restoration, and payments of Rent due under this Lease (if Landlord reasonably
determines that the Restoration Fund is insufficient to cover such costs,
Tenant must deposit such required excess amount as directed by Landlord as
provided in Paragraph 19(b) below) (B) Landlord and Lender shall
be provided by Tenant with mechanics’ lien insurance, “owner contractor’s
protective liability insurance” (if available), builder’s risk completed value
insurance and acceptable performance and payment bonds which insure
satisfactory completion of and payment for the restoration, are in an amount
and form and have a surety acceptable to Landlord, and name Landlord and Lender
as additional dual obligees, and (C) appropriate waivers of mechanics’ and
materialmen’s liens shall have been filed;


 


(iii)                               at the time of any disbursement, (A) no
Event of Default shall exist (B) all materials installed and work and
labor performed (except to the extent being paid out of the requested
disbursement) in connection with the restoration shall have been paid in full,
and (C) no mechanics’ or materialmen’s liens or stop orders or notices of
pendency shall have been filed or threatened against the Leased Premises and
remain undischarged or fully bonded to the satisfaction of Landlord;


 


(iv)                              disbursements shall be made no more
frequently than once every month in an amount not exceeding the cost of the
Work completed since the last disbursement, upon receipt of (A) satisfactory
evidence, including architects’ certificates, of the stage of completion, the
estimated total cost of completion and performance of the Work to date in a
good and workmanlike manner in accordance with the contracts, plans and
specifications, (B) waivers of liens, (C) contractors’ and
subcontractors’ sworn statements as to completed Work and the cost thereof for
which payment is requested, (D) a satisfactory bringdown of title
insurance and (E) other evidence of cost and payment so that Landlord and
Lender can verify that the amounts disbursed from time to time are represented
by Work that is completed, in place and free and clear of mechanics’ and
materialmen’s lien claims;


 


30
















 


(v)                                 each request for disbursement shall be
accompanied by a certificate of Tenant, signed by the president or a vice
president of Tenant, describing the Work for which payment is requested,
stating the cost incurred in connection therewith, stating that Tenant has not
previously received payment for such Work and, upon completion of the Work,
also stating that the Work has been fully completed and complies with the
applicable requirements of this Lease and with all Legal Requirements;


 


(vi)                              Landlord may retain ten percent (10%) of
the Restoration Fund until the Work is fully completed;


 


(vii)                           If the Restoration Fund is held by
Landlord, the Restoration Fund shall not be commingled with Landlord’s other
funds and shall bear interest at a rate agreed to by Landlord and Tenant; and


 


(viii)                        such other reasonable conditions as
Landlord or Lender may impose; including without limitation, if Lender requires
Tenant, on Lender’s and Landlord’s behalf, to hire a casualty consultant if the
costs of restoration exceed $1,000,000.


 


(b)                                 Prior to commencement of restoration and
at any time during restoration, if the estimated cost of completing the
restoration Work free and clear of all liens, as determined by Landlord,
exceeds the amount of the Net Award available for such restoration, the amount
of such excess shall, upon demand by Landlord, be paid by Tenant to Landlord to
be added to the Restoration Fund.  Any
sum so added by Tenant which remains in the Restoration Fund upon completion of
restoration shall be refunded to Tenant. 
For purposes of determining the source of funds with respect to the
disposition of funds remaining after the completion of restoration, the Net
Award shall be deemed to be disbursed prior to any amount added by Tenant.


 


(c)                                  If any sum remains in the Restoration
Fund after completion of the restoration and any refund to Tenant pursuant to
Paragraph 19(b), such sum (the “Remaining Sum”) shall be retained
by Landlord or, if required by a Note or Mortgage, paid by Landlord to a
Lender.


 


20.                                 Intentionally Omitted.


 


21.                                 Assignment and Subletting:  Prohibition against Leasehold Financing.


 


(a)                                  Tenant may assign all, but not less than
all, of Tenant’s interest in this Lease (either voluntarily or involuntarily,
whether by operation of law or otherwise, including through merger or
consolidation) without Landlord’s consent to any Person in connection with a
Permitted Asset Transfer or a Permitted Change of Control.  Otherwise, Tenant may not assign this Lease
without the prior written consent of Landlord and Lender, which consent shall
not be unreasonably withheld, conditioned or delayed.  Any purported assignment in violation of this
Paragraph 21 (a) shall be null and void.


 


(b)                                 If Tenant desires to assign this Lease to
a Person (a “Non-Preapproved Assignee”) that is not a wholly-owned
Subsidiary of Tenant or a Credit Entity or if the proposed assignment is not
being made in connection with a Permitted Asset Transfer or a Permitted Change
of Control (a “Non-Preapproved Assignment”) then Tenant shall, not less than
forty-five (45) days prior to the date on which it desires to make such
Non-Preapproved Assignment, submit to 


 


31

















 


Landlord and Lender
information regarding the following with respect to the Non-Preapproved
Assignee (collectively, the “Review Criteria”):  (A) credit, (B) capital structure, (C) management,
(D) operating history and (E) proposed use of the Leased Premises by
the Non-Preapproved Assignee (if not consistent with the uses allowed hereunder).  Landlord and Lender shall have thirty (30)
days following receipt of such information to either approve or disapprove the
Non- Preapproved Assignment or request additional information on which to base
their decision.  Landlord and Lender
shall be deemed to have acted reasonably in granting or withholding approval if
such grant or disapproval is based on their review of the Review Criteria
applying prudent business judgment.  If,
during the initial thirty (30) day review period, Landlord or Lender requests
additional information concerning the Non-Preapproved Assignment, Tenant shall
provide such additional information as soon as reasonably practicable, and
Landlord and Lender shall approve or disapprove the Non-Preapproved Assignment
no later than the fifteenth (15th) day following receipt of the requested
additional information.  Landlord and
Lender shall be deemed to have acted reasonably in granting or withholding
consent if such grant or disapproval is based on their review of the Review
Criteria applying prudent business judgment or if Tenant fails to deliver any
such additional information.  If a
response is not received by Tenant from Landlord by the expiration of such
initial thirty (30) day period or such subsequent fifteen (15) day period,
as applicable, such Non-Preapproved Assignment shall be deemed
disapproved.  In the event that Landlord
disapproves or is deemed to have disapproved a Non- Preapproved Assignment,
Tenant shall have five (5) days to submit to Landlord a written request to
reconsider the Non-Preapproved Assignment. 
Upon Landlord’s receipt of any such request for reconsideration, the
review process set forth in this Paragraph 21(b) shall begin again;
provided that no Non-Preapproved Assignment shall be reconsidered more than one
(1) time.


 


(c)                                  Tenant shall have the right, upon
thirty (30) days prior written notice to Landlord and Lender, to enter
into (x) one or more subleases with any wholly-owned Subsidiary of Tenant
or any Credit Entity or (y) one or more subleases with any third parties
that demise, in the aggregate, up to, but not to exceed ten percent (10%) of
the gross leaseable area (on a square footage basis) of any of the
Improvements, with no consent or approval of Landlord being required or
necessary (each, a “Preapproved Sublet”).  Other than pursuant to Preapproved Sublets,
at no time during the Term shall subleases exist for more than ten percent
(10%) of the gross leaseable area (on a square footage basis) of any of the
Improvements without the prior written consent of Landlord, which consent shall
be granted or withheld based on a review of the Review Criteria as they relate
to the proposed subtenant and the terms of the proposed sublease.  Landlord and Lender shall be deemed to have
acted reasonably in granting or withholding consent if such grant or
disapproval is based on their review of the Review Criteria applying prudent
business judgment.  Any purported
sublease in violation of this Paragraph 21(c) shall be null and void.


 


(d)                                 If Tenant assigns all of its rights and
interest under this Lease, the assignee under such assignment shall expressly
assume all the obligations of Tenant hereunder, actual or contingent, arising
after the date of such assignment, by a written instrument delivered to
Landlord at the time of such assignment and shall also provide a certification
reasonably required by Landlord related to compliance with the USA Patriot Act
substantially in the form of Exhibit “E”, Each sublease of the
Leased Premises shall (A) be expressly subject and subordinate to this
Lease and any Mortgage encumbering the Leased Premises; (B) not extend
beyond the then current Term minus one day; (C) terminate upon any
termination of this Lease, 


 


32

















 


unless Landlord elects in
writing, to cause the subtenant to attorn to and recognize Landlord as the
lessor under such sublease, whereupon such sublease shall continue as a direct
lease between the subtenant and Landlord upon all the terms and conditions of
such sublease; and (D) bind the subtenant to all covenants contained in
Paragraphs 4(a), 10 and 12 with respect to subleased premises to the same
extent as if the subtenant were the Tenant. 
Except as provided in Paragraph 21 (j) and
Paragraph 21(k), no assignment or sublease shall affect or reduce any of
the obligations of Tenant hereunder or the obligations of Guarantor under the
Guaranty, and all such obligations of Tenant and Guarantor shall continue in
full force and effect as obligations of a principal and not as obligations of a
guarantor, as if no assignment or sublease had been made.  No assignment or sublease shall impose any
additional obligations on Landlord under this Lease.


 


(e)                                  Tenant shall, within ten (10) days
after the execution and delivery of any assignment or sublease, deliver a
duplicate original copy thereof to Landlord which, in the event of an
assignment, shall be in recordable form. 
With respect to any assignment to a wholly- owned Subsidiary of Tenant
or Credit Entity or any Preapproved Sublet, at least thirty (30) days prior to
the effective date of such assignment or sublease, Tenant shall provide to
Landlord information reasonably required by Landlord to establish that the
Person involved in any such proposed assignment or sublet is a wholly-owned Subsidiary
of Tenant, a Credit Entity, or satisfies the criteria set forth in this Lease
for a Preapproved Sublet, as the case may be.


 


(f)                                    As security for performance of its
obligations under this Lease, Tenant hereby grants, conveys and assigns to
Landlord all right, title and interest of Tenant in and to all subleases now in
existence or hereafter entered into with respect to all or any portion of the
Leased Premises, any and all extensions, modifications and renewals thereof and
all rents, issues and profits therefrom. 
Landlord hereby grants to Tenant a license to collect and enjoy all
rents and other sums of money payable under any sublease of the Leased
Premises; provided, however, that during the continuance of an
Event of Default, Landlord shall have the absolute right at any time upon
notice to Tenant and any subtenants to revoke said license and to collect such
rents and sums of money and to retain the same. 
Any amounts collected shall be applied to Rent payments next due and
owing.  Tenant shall not consent to,
cause or allow any modification or alteration of any of the terms, conditions
or covenants of any of the subleases or the termination thereof, without the
prior written consent of Landlord nor shall Tenant accept any rents more than
thirty (30) days in advance of the accrual thereof nor do nor permit anything
to be done, the doing of which, nor omit or refrain from doing anything, the
omission of which, will or could be a breach of or default in the terms of any
of the subleases.


 


(g)                                 Tenant shall not have the power to
mortgage, pledge or otherwise encumber its interest under this Lease or any
sublease of the Leased Premises, and any such mortgage, pledge or encumbrance
made in violation of this Paragraph 21 shall be void and of no force and
effect; provided, however. 
Tenant shall be entitled to enter into financing arrangements secured by
the fixtures, equipment and/or inventory within the Leased Premises.


 


(h)                                 Tenant shall pay to Landlord not later
than five (5) business Days after Tenant’s receipt thereof, as Additional
Rent, one half of all Net Sublet Rent paid by any subtenant under any sublease
for all or any portion of the Leased Premises, except in the event that such
sublease is to a wholly-owned subsidiary of Tenant.  The term “Net Sublet Rent” as used in this
Paragraph 21(h) means the aggregate amount of all rent payable by all
subtenants for any portion 


 


33

















 


of the Leased Premises
less (i) any operating expenses certified by Tenant relating to that
portion of the Leased Premises sublet (ii) the cost of any improvements
constructed and paid for by Tenant specifically for such subtenant, (iii) the
costs of any leasing commissions, legal fees and any tenant inducements
incurred to consummate such transaction and (iv) the product of (A) Basic
Rent then in effect multiplied by (B) the percentage of the leaseable
square feet of the Leased Premises sublet.


 


(i)                                     Landlord may sell or transfer the Leased
Premises at any time without Tenant’s consent to one or more third parties
(each a “Third Party Purchaser”). 
In the event of any such transfer, provided the Third Party Purchaser
assumes Landlord’s obligations hereunder in writing, Tenant shall attorn to any
Third Party Purchaser as Landlord so long as such Third Party Purchaser and
Landlord notify Tenant in writing of such transfer.  At the request of Landlord, Tenant will
execute such documents confirming the agreement referred to above and such
other agreements as Landlord may reasonably request (including, without
limitation, a separate leases for the Leased Premises); provided that
such agreements do not increase the liabilities and obligations of Tenant
hereunder.


 


(j)                                     Coffman, Visador, or any successor Tenant
shall not, in a single transaction or series of transactions (including any
interim merger or consolidation), sell, convey, transfer, abandon or lease to
any Person all or substantially all of its assets (an “Asset Transfer”),
and any such Asset Transfer shall be deemed an assignment in violation of this
Lease; except that Coffman, Visador, or any successor Tenant shall have the
right to conduct an Asset Transfer (a “Permitted Asset Transfer”) if the
following conditions are met:  (i) (A) the
Asset Transfer is to a Person that immediately following such transaction or
transactions, taken in the aggregate, (x) is (or would be on pro forma
basis) a wholly-owned Subsidiary of Coffman, Visador, or such successor Tenant,
(y) is (or would be on pro forma basis) a Credit Entity, or (z) has a
credit rating or quality, after giving effect to the assignment of Asset
Transfer as determined in Landlord’s reasonable discretion, equal to or greater
than Tenant at the time this Lease was executed by Tenant, or (B) either
the transferor or the transferee, or an Affiliate of transferor or transferee,
delivers to Landlord an irrevocable standby letter of credit equal to 18 months
of Basic Rent (whether issued for the account of the transferor, the transferee
or some other Person), or (C) the Asset Transfer is to a Person that is
approved in writing by Landlord and Lender under the Review Criteria as a
Non-Preapproved Assignee in accordance with the provisions of
Paragraph 21(b); and, in any such case, (ii) this Lease is assigned
to such Person as a part of such Asset Transfer.  In the event of an Asset Transfer to a
wholly-owned Subsidiary of Coffman, Visador, or any successor Tenant, any
subsequent sale of such assets by such Subsidiary shall be governed by the
requirements of this subparagraph (j) irrespective of whether or not such
sale would be considered a sale of all or substantially all of the assets of
such Subsidiary.  Upon the consummation
of a Permitted Asset Transfer to a Person other than a Subsidiary of the transferor,
such transferor shall be relieved of its obligations under this Lease, and any
applicable Guaranty shall terminate, upon a legal, valid and enforceable
assignment to the transferee of all of the transferor’s right, title and
interest under this Lease and a legal, valid and enforceable assumption by the
transferee of all of the obligations of the transferor under this Lease; provided
that the transferor delivers Landlord a legal opinion from a law firm
reasonably satisfactory to Landlord confirming that such assignment and
assumption are valid, legal and enforceable in accordance with their terms.


 


34

















 


(k)                                  At no time during the Term shall any
Person or “group” (within the meaning of Section 13(d) or Section 14(d) of
the Securities Exchange Act of 1934, as amended) pursuant to a single
transaction or series of related transactions (i) acquire, directly or
indirectly, more than 50% of the voting stock, partnership interests,
membership interests or other equitable and/or beneficial interests of Coffman,
Visador, or any successor Tenant, or (ii) obtain, directly or indirectly,
the power (whether or not exercised) to elect a majority of the directors of
Coffman, Visador, or any successor Tenant or voting control of any partnership
or limited liability company or other entity acting as its general partner or
managing member (including through a merger or consolidation of Coffman,
Visador, or any successor Tenant with or into any other Person), (in either
case, “Control”), unless (A) the purchaser of such Control (the “Control
Person”) shall, after taking into account the transaction that resulted in
the acquisition of such Control, be a Credit Entity, or (B) such Control
Person, or an Affiliate thereof, delivers to Landlord an irrevocable standby
letter of credit equal to 18 months of Basic Rent (whether issued for the
account of such Control Person or some other Person), or (C) after such
Control Person’s acquisition of Control, taking into account the transaction
that resulted in the acquisition of such Control, Tenant has a credit rating or
quality, as determined in Landlord’s reasonable discretion, equal to or greater
than Tenant at the time this Lease was executed, or (D) the proposed
change in Control is approved in writing by Landlord under the Review Criteria
as a Non-Preapproved Assignee in accordance with the provisions of
Paragraph 21(b) above (a “Permitted Change of Control”).  Except as permitted in this
Paragraph 21(k), any such change of Control (by operation of law, merger,
consolidation or otherwise) shall be deemed an assignment in violation of this
Lease; provided, however, that a deemed assignment pursuant to
the transfer of the outstanding capital stock of Coffman, Visador, or any
successor Tenant shall not be deemed to include the sale of such stock by
persons or parties through the “over-the- counter market” or through any
recognized stock exchange, other than by those deemed to be a “control-person”
within the meaning of the Securities Exchange Act of 1934.  In the event of a Permitted Change of Control
and execution of a replacement guaranty in form and substance reasonably
acceptable to Landlord (a “Replacement Guaranty”) by such Control Person, the
existing Guarantor will be released from the existing Guaranty and such Control
Person will become Guarantor hereunder.


 


(l)                                     Notwithstanding anything to the contrary
contained in this Paragraph 21, Tenant shall not have the right to assign
this Lease (voluntarily or involuntarily, whether by operation of law or
otherwise, including through merger or consolidation) or sublet the Leased
Premises to any Person at any time that an Event of Default shall exist or
would exist after giving effect to such assignment or sublet.


 


22.                                 Events of Default.


 


(a)                                  The occurrence of any one or more of the
following (after expiration of any applicable cure period as provided in
Paragraph 22(b)) shall, at the sole option of Landlord, constitute an “Event
of Default” under this Lease:


 


(i)                                     a failure by Tenant to pay any Monetary
Obligation, regardless of the reason for such failure, and such default
continues beyond the date that is ten (10) days after the date on which
such Monetary Obligation was due; provided that such ten (10) day
grace period shall be permanently reduced to a five (5) day grace period
if Tenant defaults under this 


 


35

















 


Paragraph 22(a)(i):  (A) more than one (1) time in any
twelve (12) month period; or (B) more than two (2) times during
the Term;


 


(ii)                                  a failure by Tenant duly to perform and
observe, or a violation or breach of, any other provision of this Lease not
otherwise specifically mentioned in this Paragraph 22(a), which default
continues beyond the date that is thirty (30) days from the date on which
Tenant receives written notice of such default or, if such default cannot be
cured within such thirty (30) day period and delay in the exercise of a remedy
would not (in Landlord’s reasonable judgment) cause a material adverse harm to
Landlord of the Leased Premises, the cure period shall be extended for the
period required to cure the default (but such cure period, including any
extension, shall not in the aggregate exceed ninety (90) days); provided
that Tenant shall commence to cure the default within said thirty (30) day
period and shall actively and diligently and in good faith proceed with and
continue the curing of the default until it shall be fully cured;


 


(iii)                               any representation or warranty made by
Tenant herein or in any certificate, demand or request made pursuant hereto
proves to be incorrect, now or hereafter, in any material respect and (A) Landlord,
in its sole discretion, determines that such default has had a material adverse
effect on Landlord, or (B) such default continues beyond the date that is
thirty (30) days from the date on which Tenant receives written notice of such
default;


 


(iv)                              Tenant shall fail to comply with the
requirements of Paragraph 16;


 


(v)                                 Tenant shall enter into an transaction or
series of transactions in violation of Paragraph 21;


 


(vi)          Tenant shall fail to occupy and use at
least eighty percent (80%) of the Leased Premises for a use permitted in
accordance with Paragraph 4 without Landlord’s prior written consent; provided
that (A) if Tenant has commenced and continues restoration of the Leased
Premises following a Casualty as provided in Paragraph 19 of this Lease,
then during any such period, Tenant shall be permitted to occupy and use less
than eighty percent (80%) of the Leased Premises without violating this
Paragraph 22(a)(vi) and (B) if Tenant is completing Alterations
in accordance with Paragraphs 12 and 13 of this Lease, then during any
such period, Tenant shall be permitted to occupy and use less than eighty
percent (80%) of the Leased Premises, but not less than fifty percent (50%), of
any Facility without Landlord’s prior written consent, without violating this
Paragraph 22(a)(vi);


 


(vii)                           Tenant shall fail to maintain in effect
any license or permit necessary for the use, occupancy or operation of the
Leased Premises, which default continues for thirty (30) days after Tenant
receives notice of such default from any applicable governmental entity;


 


(viii)                        Tenant shall fail to deliver the estoppel
described in Paragraph 25 within the time period specified therein;


 


(ix)                                Tenant shall fail to perform or observe,
or shall violate or breach, or shall make a misrepresentation under, any
provision of any Assignment or any other document between Tenant and Lender or
from Tenant to Lender, if such failure, violation, breach or 


 


36

















 


misrepresentation gives
rise to a default beyond any applicable cure period with respect to any Loan;


 


(x)                                   Coffman, Visador, Crown or any successor
Tenant or Guarantor shall (A) fail to pay at maturity (or make a final
payment of) any principal or interest owing on any obligations for borrowed
money having an outstanding principal balance of $2,000,000 or more in the
aggregate (“Material Indebtedness”), or (B) fail to perform any
other provision (including any provision with respect to the payment of
principal, interest or any other monetary obligation) contained in any
instrument under which all or any portion of any such Material Indebtedness is
created or secured (including the breach of any covenant thereunder) if the
effect of such failure is to cause such Material Indebtedness to become due
prior to its stated maturity;


 


(xi)                                Coffman, Visador, Crown or any successor
Tenant or Guarantor shall fail to pay, beyond any applicable cure period, any
amount owed under, or fail to perform any other material provision of, any
contract or contracts (including leases) that have, in the aggregate, payment
obligations over the terms thereof of $ 1,000,000 or more if the contract
parties under such contracts commence to exercise their right to cause such
payment obligations to be immediately due and payable in full;


 


(xii)                             a final, non-appealable judgment or
judgments for the payment of money in excess of $250,000 in the aggregate shall
be rendered against Coffman, Visador, Crown or any successor Tenant or
Guarantor and the same shall remain undischarged for a period of ninety (90)
consecutive days; provided that a judgment shall not be deemed
undischarged if (A) such judgment is part of a structured settlement where
payments are made in installments and all installment payments are made when
due and payable, or (B) such judgment has been bonded or other security
has been posted with respect to such judgment, if and to the extent permitted
by the terms of any such judgment, pending an action against an insurance
carrier by the party against which such judgment was rendered;


 


(xiii)                          Coffman, Visador, Crown or any successor
Tenant or Guarantor shall (A) voluntarily be adjudicated a bankrupt or
insolvent, (B) seek or consent to the appointment of a receiver or trustee
for itself or for the Leased Premises, (C) file a petition seeking relief
under the bankruptcy or other similar laws of the United States, any state or
any jurisdiction, (D) make a general assignment for the benefit of
creditors, or (E) become “insolvent”, as such term is defined (y) in
the Federal Bankruptcy Code, as codified in Title 11 of the United States Code,
or under the insolvency laws of the Commonwealth of Virginia, including without
limitation becoming “insolvent” as defined under Section 8.1A-201 of the
Virginia Code, as amended;


 


(xiv)                         a court shall enter an order, judgment or
decree appointing, without the consent of Coffman, Visador, Crown or any
successor Tenant or Guarantor, a receiver or trustee for it or for the Leased
Premises or approving a petition filed against Coffman, Visador, Crown or any
successor Tenant or Guarantor which seeks relief under the bankruptcy or other
similar laws of the United States, any state or any jurisdiction, and such
order, judgment or decree shall remain undischarged or unstayed sixty (60) days
after it is entered;


 


(xv)                            Coffman, Visador, Crown or any successor
Tenant or Guarantor shall be liquidated or dissolved or shall begin proceedings
towards its liquidation or dissolution;


 


37

















 


(xvi)                         the estate or interest of Tenant in the
Leased Premises shall be levied upon or attached in any proceeding and such
estate or interest is about to be sold or transferred or such process shall not
be vacated or discharged within sixty (60) days after it is made;


 


(xvii)                      an event of default beyond any applicable
cure period shall occur under the Guaranty; or


 


(xviii)                   Tenant shall fail to provide, maintain and replenish,
if necessary, the Security Deposit in accordance with the requirements of
Paragraph 35.


 


(xix)                           Tenant shall not obtain and maintain the
Required Letters of Credit in the time and manner required pursuant to this
Lease.


 


(xx)                              Tenant fails to comply with the terms and
conditions set forth in Paragraph 34(p) of this Lease.


 


(b)                                 Notwithstanding any provision to the
contrary contained in this Paragraph 22, at such time as Coffman, Visador,
Crown or any successor Tenant or Guarantor is released from its obligations
under this Lease and/or the Guaranty, in accordance with the terms of this
Lease and/or the Guaranty, as applicable, no Event of Default shall occur under
this Lease as a result of any act of, event occurring with respect to, such
released party.


 


23.                                 Remedies and Damages Upon Default.


 


(a)                                  If an Event of Default shall have
occurred and is continuing, Landlord shall have the right, at its sole option,
then or at any time thereafter, to exercise its remedies and to collect damages
from Tenant in accordance with this Paragraph 23, subject in all events to
applicable Law, without demand upon or notice to Tenant except as otherwise
provided in this Paragraph 23 or under any applicable Law.


 


(i)                                     Landlord may give Tenant notice of
Landlord’s intention to terminate this Lease on a date specified in such notice.  Upon such date, this Lease, the estate hereby
granted and all rights of Tenant hereunder shall expire and terminate.  Upon such termination, Tenant shall
immediately surrender and deliver possession of the Leased Premises to Landlord
in accordance with Paragraph 26.  If
Tenant does not so surrender and deliver possession of all of the Leased
Premises, Landlord may re-enter and repossess the Leased Premises not
surrendered, by any available legal process. 
Upon or at any time after taking possession of the Leased Premises,
Landlord may, by legal process, remove any Persons or property therefrom.  Landlord shall be under no liability for or
by reason of any such entry, repossession or removal.  Notwithstanding such termination of the
Lease, Landlord may collect the damages set forth in Paragraph 23(b)(i) or
23(b)(ii).


 


(ii)                                  Landlord may terminate Tenant’s right of
possession (but not this Lease) and may repossess and reenter the Leased
Premises by any available legal process without thereby releasing Tenant from
any liability hereunder and, except as required by applicable Law, without
demand or notice of any kind to Tenant and without terminating this Lease.  After repossession of the Leased Premises
pursuant hereto, Landlord shall have the right to relet the Leased Premises to
such tenant or tenants, for such term or terms, for such rent, on such 


 


38

















 


conditions and for such
uses as Landlord in its sole discretion may determine, and collect and receive
any rents payable by reason of such reletting. 
Landlord may make such Alterations in connection with such reletting as
it may deem advisable in its sole discretion. 
Notwithstanding any such termination of Tenant’s right of possession of
the Leased Premises, Landlord may (A) exercise the remedy set forth in and
collect the damages permitted by Paragraph 23(a)(iii) or (B) collect
the damages set forth in Paragraph 23(b)(ii) or, at any time
thereafter, elect to terminate this Lease and in such event Landlord shall have
the right and remedies specified in the last sentence of
Paragraph 23(a)(i).


 


(b)                                 The following constitute damages to which
Landlord shall be entitled if Landlord exercises its remedies under
Paragraph 23(a)(i) or 23(a)(ii);


 


(i)                                     If Landlord exercises its remedy under
Paragraph 23(a)(i) but not its remedy under Paragraph 23(a)(ii) (or
attempts to exercise such remedy and is unsuccessful in reletting the Leased
Premises) then, upon written demand from Landlord, Tenant shall pay to
Landlord, as liquidated and agreed final damages for Tenant’s default and in
lieu of all current damages beyond the date of such demand (it being agreed
that it would be impracticable or extremely difficult to fix the actual
damages), an amount equal to the Present Value of the excess, if any, of (A) all
Basic Rent from the date of such demand to the date on which the Term is
scheduled to expire hereunder in the absence of any earlier termination,
re-entry or repossession over (B) the then fair market rental value of the
Leased Premises for the same period. 
Tenant shall also pay to Landlord all accrued Rent then due and unpaid,
all other Monetary Obligations which are then due and unpaid, all Monetary
Obligations which arise or become due by reason of Tenant’s default hereunder,
including any Costs of Landlord in connection with the repossession of the
Leased Premises and any attempted reletting thereof, including all brokerage
commissions, legal expenses, reasonable attorneys’ fees, employees’ expenses,
costs of Alterations and expenses and preparation for reletting.


 


(ii)                                  If Landlord exercises its remedy under
Paragraph 23(a)(i) or its remedies under Paragraph 23(a)(i) and
23(a)(ii), then Tenant shall, until the end of what would have been the Term in
the absence of the termination of the Lease, and whether or not the Leased
Premises shall have been relet, be liable to Landlord for, and shall pay to
Landlord, as liquidated and agreed current damages all Monetary Obligations
which would be payable under this Lease by Tenant in the absence of such
termination less the net proceeds, if any, of any reletting pursuant to
Paragraph 23(a)(ii), after deducting from such proceeds all accrued Rent
then due and unpaid, all other Monetary Obligations which are then due and
unpaid, all Monetary Obligations which arise or become due by reason of such
Event of Default, including any Costs of Landlord incurred in connection with
such repossessing and reletting, including all brokerage commissions, actual
legal expenses, reasonable attorneys’ fees, costs of Alterations and expenses
and preparation for reletting; provided that if Landlord has not relet
the Leased Premises, such Costs of Landlord shall be considered to be Monetary
Obligations payable by Tenant.


 


(iii)                               Tenant shall be and remain liable for all
sums aforesaid, and Landlord may recover such damages from Tenant and institute
and maintain successive actions or legal proceedings against Tenant for the
recovery of such damages.  Nothing herein
contained shall be deemed to require Landlord to wait to begin such action or
other legal proceedings until the date when the Term would have expired by its
own terms had there been no such Event of Default.


 


39

















 


(c)                                  Notwithstanding anything to the contrary
herein contained, in lieu of or in addition to any of the foregoing remedies
and damages, Landlord may exercise any remedies and collect any damages
available to it at law or in equity.  If
Landlord is unable to obtain full satisfaction pursuant to the exercise of any
remedy, it may pursue any other remedy which it has hereunder or at law or in
equity.


 


(d)                                 Landlord shall not be required to
mitigate any of its damages hereunder unless required to by applicable
Law.  If any Law shall validly limit the
amount of any damages provided for herein to an amount which is less than the
amount agreed to herein, Landlord shall be entitled to the maximum amount
available under such Law.


 


(e)                                  No termination of this Lease,
repossession or reletting of the Leased Premises, exercise of any remedy or
collection of any damages pursuant to this Paragraph 23 shall relieve
Tenant of any Surviving Obligations.


 


(f)                                    WITH RESPECT TO ANY REMEDY OR
PROCEEDING OF LANDLORD OR TENANT HEREUNDER, TENANT HEREBY WAIVES THE SERVICE OF
NOTICE WHICH MAY BE REQUIRED BY ANY APPLICABLE LAW.  TENANT AGREES NOT TO ELECT A TRIAL BY JURY OF
ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY
TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS
LEASE OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION
THEREWITH.  THIS WAIVER IS GIVEN
KNOWINGLY, WILLINGLY AND VOLUNTARILY BY TENANT, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE.  TENANT
REPRESENTS AND WARRANTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN
MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN
ANY WAY MODIFY OR NULLIFY ITS EFFECT. 
TENANT FURTHER REPRESENTS AND WARRANTS THAT TENANT HAS BEEN REPRESENTED
IN THE TRANSACTION EVIDENCED BY THIS LEASE BY INDEPENDENT LEGAL COUNSEL, OR HAS
HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF
TENANT’S OWN FREE WILL, AND THAT TENANT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL.  THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO ENTERING INTO THIS LEASE.  LANDLORD IS AUTHORIZED TO FILE A COPY OF THIS
SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY
TENANT.  THE PROVISIONS OF THIS SECTION SHALL
SURVIVE THE EXPIRATION OR ANY EARLIER TERMINATION OF THIS LEASE.


 


(g)                                 Upon the occurrence of any Event of
Default, Landlord shall have the right (but no obligation) to perform any act
required of Tenant hereunder and, if performance of such act requires that
Landlord enter the Leased Premises, Landlord may enter the Leased Premises for
such purpose


 


40
















 


(h)                                 No failure of Landlord (i) to insist
at any time upon the strict performance of any provision of this Lease or (ii) to
exercise any option, right, power or remedy contained in this Lease shall be
construed as a waiver, modification or relinquishment thereof.  A receipt by Landlord of any sum in
satisfaction of any Monetary Obligation with knowledge of the breach of any
provision hereof shall not be deemed a waiver of such breach, and no waiver by
Landlord of any provision hereof shall be deemed to have been made unless
expressed in a writing signed by Landlord.


 


(i)                                     Tenant hereby waives and surrenders, for
itself and all those claiming under it, including creditors of all kinds, (i) any
right and privilege which it or any of them may have under any present or
future Law to redeem the Leased Premises or to have a continuance of this Lease
after termination of this Lease or of Tenant’s right of occupancy or possession
pursuant to any court order or any provision hereof, and (ii) the benefits
of any present or future Law which exempts property from liability for debt or
for distress for rent.


 


(j)                                     Except as otherwise provided herein, all
remedies are cumulative and concurrent and no remedy is exclusive of any other
remedy.  Each remedy may be exercised at
any time an Event of Default has occurred and is continuing and may be
exercised from time to time.  No remedy
shall be exhausted by any exercise thereof.


 


24.                                 Notices.


 


All
notices, demands, requests, consents, approvals, offers, statements and other
instruments or communications required or permitted to be given pursuant to the
provisions of this Lease shall be in writing and shall be deemed to have been
given and received for all purposes when delivered in person or by Federal
Express or other reliable 24-hour delivery service or five (5) Business
Days after being deposited in the United States mail, by registered or
certified mail, return receipt requested, postage prepaid, addressed to the
other party at the address set forth below or when delivery is refused.  Notices sent to Landlord shall be to the
attention of Joseph Wekselblatt, Chief Financial Officer, Angelo, Gordon &
Co., L.P., 245 Park Avenue, 26th Floor, New York, NY 10167-0094, and notices
sent to Tenant shall be to the attention of the Chief Financial Officer, 1000
Industrial Road, Marion Virginia 24354. 
A copy of any notice given by Tenant to Landlord shall be addressed to
the attention of Michele E. Williams, Esquire, Arent Fox LLP, 1050
Connecticut Avenue, N.W., Washington, D.C. 
20036-5339.  A copy of any notice
given by Landlord to Tenant shall be addressed to the attention of Kevin P.
Stichter, Esquire, Kennedy Covington, Hearst Tower, 47th Floor, 214 North Tryon
St., Charlotte, NC 28202.  For the
purposes of this Paragraph, any party may substitute another address stated
above (or substituted by a previous notice) for its address by giving fifteen
(15) days’ notice of the new address to the other party, in the manner
provided above.


 


25.                                 Estoppel Certificate.


 


At
any time upon not less than ten (10) days’ prior written request by either
Landlord or Tenant (the “Requesting Party”) to the other party (the “Responding
Party”), the Responding Party shall deliver to the Requesting Party a
statement in writing, executed by an authorized officer of the Responding
Party, certifying (a) that, except as otherwise specified, this Lease is
unmodified and in full force and effect, (b) the dates to which Basic
Rent, Additional Rent and 


 


41

















 


all other Monetary Obligations have been paid, (c) that, to the
knowledge of the signer of such certificate and except as otherwise specified,
no default by either Landlord or Tenant exists hereunder, (d) such other
matters as the Requesting Party may reasonably request, and (e) if Tenant
is the Responding Party that, except as otherwise specified, there are no
proceedings pending or, to the knowledge of the signer, threatened, against
Tenant before or by a court or administrative agency which, if adversely
decided, would materially and adversely affect the financial condition and
operations of Tenant.  Any such
statements by the Responding Party may be relied upon by the Requesting Party,
any Person whom the Requesting Party notifies the Responding Party in its
request for the certificate is an intended recipient or beneficiary of the
certificate, any Lender or their assignees and by any prospective purchaser or
mortgagee of the Leased Premises.  Any
certificate required under this Paragraph 25 and delivered by Tenant shall
state that, in the opinion of each person signing the same, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to the subject matter of such certificate.


 


26.                                 Surrender.


 


Upon
the expiration or earlier termination of this Lease, Tenant shall peaceably
leave and surrender the Leased Premises to Landlord in the same condition in
which the Leased Premises were at the commencement of this Lease, except as
repaired, rebuilt, restored, altered, replaced or added to as permitted or
required by any provision of this Lease, ordinary wear and tear excepted.  Upon such surrender, Tenant shall (a) remove
from the Leased Premises all property which is owned by Tenant or third parties
other than Landlord and Alterations required to be removed pursuant to
Paragraph 13 hereof and (b) repair any damage caused by such
removal.  Property not so removed shall
become the property of Landlord, and Landlord may thereafter cause such
property to be removed from the Leased Premises.  The cost of removing and disposing of such
property and repairing any damage to the Leased Premises caused by such removal
shall be paid by Tenant to Landlord upon demand.  Landlord shall not in any manner or to any
extent be obligated to reimburse Tenant for any such property which becomes the
property of Landlord pursuant to this Paragraph 26.


 


27.                                 No Merger of Title.


 


There
shall be no merger of the leasehold estate created by this Lease with the fee
estate in the Leased Premises by reason of the fact that the same Person may
acquire or hold or own, directly or indirectly, (a) the leasehold estate
created hereby or any part thereof or interest therein and (b) the fee
estate in the Leased Premises or any part thereof or interest therein, unless
and until all Persons having any interest in the interests described in (a) and
(b) above which are sought to be merged shall join in a written instrument
effecting such merger and shall duly record the same.


 


28.                                 Books and Records.


 


(a)                                  Tenant shall keep adequate records and
books of account with respect to the finances and business of Tenant generally
and with respect to the Leased Premises, in accordance with generally accepted
accounting principles (“GAAP”) consistently applied, and shall permit
Landlord and Lender by their respective agents, accountants and attorneys, upon



 


42

















 


reasonable notice to
Tenant, to visit and inspect the Leased Premises and examine (and make copies
of) the records and books of account and to discuss the finances and business
with the officers of Tenant, at such reasonable times as may be requested by
Landlord.  Upon the request of Lender or
Landlord (either telephonically or in writing), Tenant shall provide the requesting
party with copies of any information to which such party would be entitled in
the course of a personal visit.


 


(b)                                 Tenant shall deliver to Landlord and to
Lender within ninety (90) days of the close of each fiscal year, annual audited
financial statements of Tenant prepared by a nationally recognized independent
certified public accountants, without the prior written consent of Landlord,
which consent shall not be unreasonably withheld.  Tenant shall also furnish to Landlord within
forty-five (45) days after the end of each of the three remaining quarters
unaudited financial statements and all other quarterly reports of Tenant,
certified by Tenant’s chief financial officer, and all filings, if any, of Form 10-K,
Form 10-Q and other required filings with the Securities and Exchange
Commission pursuant to the provisions of the Securities Exchange Act of 1934,
as amended, or any other Law.  All
financial statements of Tenant shall be prepared in accordance with GAAP
consistently applied.  All annual financial
statements shall be accompanied (i) by an opinion of said accounting firm
stating that (A) there are no qualifications as to the scope of the audit
and (B) the audit was performed in accordance with GAAP and (ii) by
the affidavit of the president or a vice president of Tenant, dated within five
(5) days of the delivery of such statement, stating that (C) the
affiant knows of no Event of Default, or event which, upon notice or the
passage of time or both, would become an Event of Default which has occurred
and is continuing hereunder or, if any such event has occurred and is
continuing, specifying the nature and period of existence thereof and what
action Tenant has taken or proposes to take with respect thereto and (D) except
as otherwise specified in such affidavit, that Tenant has fulfilled all of its
obligations under this Lease which are required to be fulfilled on or prior to
the date of such affidavit.


 


(c)                                  Notwithstanding the foregoing, Landlord
approves the use by Coffman and Visador of independent certified public
accountants that are not nationally recognized; provided such independent
certified public accountants are a regionally recognized independent certified
public accountant approved by the Senior Lender and the Subordinated Lender, and
(ii) Landlord has been provided with sufficient information to confirm
that such independent certified public accountants satisfy the criteria set
forth in (i) above.  This
Paragraph 28(c) shall not inure to the benefit of or apply to any
successors or assigns of Coffman or Visador.


 


29.                                 Determination of Value.


 


(a)                                  Whenever a determination of Fair Market
Value is required pursuant to Paragraph 18, such Fair Market Value shall
be determined in accordance with the following procedure:


 


(i)                                     Landlord and Tenant shall endeavor to
agree upon such Fair Market Value within thirty (30) days after the date (the “Applicable
Initial Date”) on which Tenant delivers a Termination Notice to Landlord
pursuant to Paragraph 18.  Upon
reaching such agreement, the parties shall execute an agreement setting forth
the amount of such Fair Market Value.


 


43

















 


(ii)                                  If the parties shall not have signed such
agreement within twenty (20) days after the Applicable Initial Date,
Tenant shall within fifty (50) days after the Applicable Initial Date select an
appraiser and notify Landlord in writing of the name, address and
qualifications of such appraiser.  Within
fifteen (15) days following Landlord’s receipt of Tenant’s notice of the
appraiser selected by Tenant, Landlord shall select an appraiser and notify
Tenant of the name, address and qualifications of such appraiser.  Such two appraisers shall endeavor to agree
upon Fair Market Value based on a written appraisal made by each of them as of
the Relevant Date (and given to Landlord by Tenant).  If such two appraisers shall agree upon a
Fair Market Value, the amount of such Fair Market Value as so agreed shall be
binding and conclusive upon Landlord and Tenant.


 


(iii)                               If such two appraisers shall be unable to
agree upon a Fair Market Value within fifteen (15) days after the
selection of an appraiser by Landlord, then such appraisers shall advise
Landlord and Tenant of their respective determination of Fair Market Value and
shall select a third appraiser to make the determination of Fair Market
Value.  The selection of the third
appraiser shall be binding and conclusive upon Landlord and Tenant.


 


(iv)                              If such two appraisers shall be unable to
agree upon the designation of a third appraiser within ten (10) days after
the expiration of the fifteen (15) day period referred to in clause (iii) above,
or if such third appraiser does not make a determination of Fair Market Value
within twenty (20) days after his selection, then such third appraiser or
a substituted third appraiser, as applicable, shall, at the request of either
party hereto (with respect to the other party), be appointed by the President
or Chairman of the American Arbitration Association in New York, New York.  The determination of Fair Market Value made
by the third appraiser appointed pursuant hereto shall be made within fifteen
(15) days after such appointment.


 


(v)                                 If a third appraiser is selected, Fair
Market Value shall be the average of the determination of Fair Market Value made
by the third appraiser and the determination of Fair Market Value made by the
appraiser (selected pursuant to Paragraph 29(a)(ii) hereof) whose
determination of Fair Market Value is nearest to that of the third
appraiser.  Such average shall be binding
and conclusive upon Landlord and Tenant.


 


(vi)                              All appraisers selected or appointed
pursuant to this Paragraph 29(a) shall (A) be independent
qualified MAI appraisers (B) have no right, power or authority to alter or
modify the provisions of this Lease, (C) utilize the definition of Fair
Market Value hereinabove set forth above, and (D) be registered in the
State where the Leased Premises is located if such State provides for or
requires such registration.


 


(vii)                           The Cost of the procedure described in
this Paragraph 29(a) above shall be borne by Tenant.


 


(b)                                 If, by virtue of any delay, Fair Market
Value is not determined by the expiration or termination of the then current
Term, then the date on which the Term would otherwise expire or terminate shall
be extended with respect to the Leased Premises, to the date specified for
termination in the particular provision of this Lease pursuant to which the
determination of Fair Market Value is being made.


 


44

















 


(c)                                  In determining Fair Market Value as
defined in clause (b) of the definition of Fair Market Value, the
appraisers shall add (a) the Present Value of the Rent for the remaining
Term, assuming the Term has been extended for all extension periods provided
herein (with assumed increases in the CPI to be determined by the appraisers)
using a discount rate (which may be determined by an investment banker retained
by each appraiser) based on the creditworthiness of Tenant and (b) the
Present Value of the Leased Premises as of the end of such Term (having assumed
the Term has been extended for all extension periods provided herein).  The appraisers shall further assume that no
default then exists under the Lease, that Tenant has complied (and will comply)
with all provisions of the Lease.


 


30.                                 Non-Recourse as to Landlord.


 


(a)                                  Anything contained herein to the contrary
notwithstanding, any claim based on or in respect of any liability of Landlord
under this Lease shall be limited to actual damages and shall be enforced only
against the Leased Premises and not against any other assets, properties or
funds of (a) Landlord, (b) any director, member, officer, general
partner, limited partner, employee or agent of Landlord (or any legal
representative, heir, estate, successor or assign of any thereof), (c) any
predecessor or successor partnership, corporation, limited liability company
(or other entity) of Landlord, or any of its general partners, members or
shareholders, or (d) any other Person affiliated with Landlord.


 


31.                                 Financing.


 


(a)                                  Tenant agrees to pay, within ten (10) days
following written request from Landlord, all Costs incurred by Landlord in
connection with the financing of the initial Loan, including any “points” or
commitment fees, brokers’ fees, survey and title costs and the fees and
expenses of Landlord’s and Lender’s counsel (with respect to Lender’s counsel
up to a maximum of Eighteen Thousand Dollars ($18,000.00); provided that Tenant
shall not be responsible for Costs incurred with respect to the financing of
the initial Loan to the extent that such Costs, together with the Costs set
forth in Paragraph 31(b) exceed Two Hundred Fifteen Thousand Dollars
($215,000.00) (the “Initial Cost Cap”).


 


(b)                                 Tenant agrees to pay all Costs incurred
by Landlord in connection with the purchase and leasing of the Leased Premises
including, without limitation, the cost of appraisals, environmental reports,
title insurance, engineering and property condition reports, surveys, legal
fees and expenses and brokers’ fees up to a maximum amount equal to the Initial
Cost Cap.


 


(c)                                  If Landlord desires to obtain or
refinance any Loan, Tenant shall negotiate in good faith with Landlord
concerning any request made by any Lender or proposed Lender for changes or
modifications in this Lease.  In
particular, Tenant shall agree, upon request of Landlord, to supply any such
Lender with such notices and information as Tenant is required to give to
Landlord hereunder and to extend the rights of Landlord hereunder to any such
Lender and to consent to such financing if such consent is requested by such
Lender.  Tenant shall provide any other
consent or statement and shall execute any and all other documents that such
Lender reasonably requires in connection with such financing, including any
environmental indemnity agreement and subordination, non-disturbance and
attornment agreement, so long as the same do not materially adversely affect
any right, benefit or privilege of Tenant under this 


 


45

















 


Lease or increase Tenant’s
obligations under this Lease or any ancillary documentation with the initial
Loan.  Such subordination,
non-disturbance and attornment agreement may require Tenant to confirm that (i) Lender
and its assigns will not be liable for any misrepresentation, act or omission
of Landlord and (ii) Lender and its assigns will not be subject to any
counterclaim, demand or offsets which Tenant may have against Landlord.  In the event of any such refinancing by
Landlord, notwithstanding anything to the contrary set forth herein, the rights
and obligations of Tenant hereunder shall not be materially adversely affected
and Tenant shall not be responsible for any cost or expense that Tenant would
not otherwise have been liable for under the initial Loan.  Under no circumstances shall Tenant be
responsible for any Costs incurred by Landlord in connection with any
refinancing of the initial Loan or any subsequent Loan, including any “points”
or commitment fees, brokers’ fees, survey and title costs or the fees and
expenses of Landlord’s or Lender’s counsel.


 


32.                                 Subordination, Non-Disturbance and
Attornment.


 


This
Lease and Tenant’s interest hereunder shall be subordinate to any Mortgage or
other security instrument hereafter placed upon the Leased Premises by
Landlord, and to any and all advances made or to be made thereunder, to the
interest thereon, and all renewals, replacements and extensions thereof; provided
that any such Mortgage or other security instrument (or a separate instrument
in recordable form duly executed by the holder of any such Mortgage or other
security instrument and delivered to Tenant) shall provide for the recognition
of this Lease and all Tenant’s rights hereunder unless and until an Event of
Default exists or Landlord shall have the right to terminate this Lease
pursuant to any applicable provision hereof.


 


33.                                 Tax Treatment:  Reporting.


 


Landlord
and Tenant each acknowledge that each shall treat this transaction as a true
lease for state law purposes and shall report this transaction as a lease for
Federal income tax purposes.  For Federal
income tax purposes each shall report this Lease as a true lease with Landlord
as the owner of the Leased Premises and Equipment and Tenant as the lessee of
such Leased Premises and Equipment including: 
(i) treating Landlord as the owner of the property eligible to
claim depreciation deductions under Section 167 or 168 of the Internal
Revenue Code of 1986 (the “Code”) with respect to the Leased Premises
and Equipment, (ii) Tenant reporting its Rent payments as rent expense
under Section 162 of the Code, and (iii) Landlord reporting the Rent
payments as rental income. 
Notwithstanding the foregoing, nothing contained herein shall (a) require
Landlord or Tenant to take any action that would be inconsistent with the
requirements of GAAP or violate any state or federal law, or (b) be deemed
to constitute a guaranty, warranty or representation by either Landlord or
Tenant as to the actual treatment of this transaction for state or federal tax
purposes of for purposes of accounting or financial reporting, including but
not limited to the determination as to whether this lease shall qualify for
sale-leaseback accounting treatment or whether this lease shall be properly
classified as an operating lease or finance lease in accordance with GAAP.


 


46

















 


34.                                 Miscellaneous.


 


(a)                                  The Paragraph headings in this Lease
are used only for convenience in finding the subject matters and are not part
of this Lease or to be used in determining the intent of the parties or
otherwise interpreting this Lease.


 


(b)                                 As used in this Lease, the singular shall
include the plural and any gender shall include all genders as the context
requires and the following words and phrases shall have the following
meanings:  (i) “including” means “including
without limitation”; (ii) “provisions” means “provisions, terms,
agreements, covenants and/or conditions”; (iii) “lien” means “lien,
charge, encumbrance, title retention agreement, pledge, security interest,
mortgage and/or deed of trust”; (iv) “obligation” means “obligation, duty,
agreement, liability, covenant and/or condition”; (v) “the Leased Premises”
means “the Leased Premises or any part thereof or interest therein”; (vi) “any
of the Real Property” means “the Real Property or any part thereof or interest
therein”; (vii) “any of the Improvements” means “the Improvements or any
part thereof or interest therein”; (viii) “any of the Equipment” means “the
Equipment or any part thereof or interest therein”; and (ix) “any of the
Adjoining Property” means “the Adjoining Property or any part thereof or
interest therein”.


 


(c)                                  Any act which Landlord is permitted to
perform under this Lease may be performed at any time and from time to time by
Landlord or any person or entity designated by Landlord.  Each appointment of Landlord as
attorney-in-fact for Tenant hereunder is irrevocable and coupled with an
interest.


 


(d)                                 Except as otherwise expressly provided in
this Lease, Landlord shall not unreasonably withhold or delay its consent
whenever such consent is required under this Lease.  Tenant hereby waives any claim for damages
against or liability of Landlord which is based upon a claim that Landlord has
unreasonably withheld or unreasonably delayed any consent or approval requested
by Tenant, and Tenant agrees that its sole remedy shall be an action for
declaratory judgment; provided if Landlord has acted in bad faith in
withholding or delaying its consent or approval, Tenant may seek a claim for
damages against Landlord.  If with
respect to any required consent or approval Landlord is required by the express
provisions of this Lease not to unreasonably withhold or delay its consent or
approval, and if it is determined in any such proceeding referred to in the
preceding sentence that Landlord acted unreasonably, the requested consent or
approval shall be deemed to have been granted; however, Landlord shall have no
liability whatsoever to Tenant for its refusal or failure to give such consent
or approval; provided if Landlord has acted in bad faith in withholding or
delaying its consent or approval, Tenant may seek a claim for damages against
Landlord.  Tenant’s sole remedy for
Landlord’s unreasonably withholding or delaying, consent or approval shall be
as provided in this Paragraph.


 


(e)                                  Time is of the essence with respect to
the performance by Tenant and Landlord of their respective obligations under
this Lease.


 


(f)                                    Landlord shall in no event be construed
for any purpose to be a partner, joint venturer or associate of Tenant or of
any subtenant, operator, concessionaire or licensee of Tenant with respect to
the Leased Premises or otherwise in the conduct of their respective businesses.


 


47

















 


(g)                                 This Lease and any documents which may be
executed by Tenant on or about the effective date hereof at Landlord’s request,
including without limitation, the Tenant’s Certificate, constitute the entire
agreement between the parties and supersede all prior understandings and
agreements, whether written or oral, between the parties hereto relating to the
Leased Premises and the transactions provided for herein.  Landlord and Tenant are business entities
having substantial experience with the subject matter of this Lease and have
each fully participated in the negotiation and drafting of this Lease.  Accordingly, this Lease shall be construed
without regard to the rule that ambiguities in a document are to be
construed against the drafter.


 


(h)                                 This Lease may be modified, amended,
discharged or waived only by an agreement in writing signed by the party
against whom enforcement of any such modification, amendment, discharge or
waiver is sought.


 


(i)                                     The covenants of this Lease shall run
with the land and bind Tenant, its successors and assigns and all present and
subsequent encumbrancers and subtenants of the Leased Premises, and shall inure
to the benefit of Landlord, its successors and assigns.  If there is more than one Tenant, the obligations
of each shall be joint and several.


 


(j)                                     Notwithstanding any provision in this
Lease to the contrary, all Surviving Obligations of Tenant shall survive the
expiration or termination of this Lease.


 


(k)                                  If any one or more of the provisions
contained in this Lease shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Lease, but this Lease shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.


 


(l)                                     All exhibits attached hereto are
incorporated herein as if fully set forth.


 


(m)                               Each of Landlord and Tenant hereby agree
that the State of New York has a substantial relationship to the parties and to
the underlying transaction embodied hereby, and in all respects (including,
without limiting the generality of the foregoing, matters of construction,
validity and performance) this Lease and the obligations arising hereunder
shall be governed by, and construed in accordance with, the laws of the State
of New York applicable to contracts made and performed therein and all
applicable law of the United States of America; except that, at all times, the
provisions for the creation of the leasehold estate, enforcement of Landlord’s
rights and remedies with respect to right of re-entry and repossession,
surrender, delivery, ejectment, dispossession, eviction or other in-rem
proceeding or action regarding the Leased Premises pursuant to
Paragraph 23 hereof shall be governed by and construed according to the
Laws of the State in which the Leased Premises is located, it being understood
that, to the fullest extent permitted by law of such State, the law of the
State of New York shall govern the validity and the enforceability of the
Lease, and the obligations arising hereunder. 
To the fullest extent permitted by law, Tenant hereby unconditionally
and irrevocably waives any claim to assert that the law of any other
jurisdiction governs this Lease.  Any
legal suit, action or proceeding against Tenant arising out of or relating to
this Lease may be instituted in any Federal or state court sitting in the State
of New York, and Tenant waives any objection which it may now or hereafter have
to the laying of venue of any such suit, action or proceeding in such County
and State, and Tenant hereby expressly and irrevocably submits to the
jurisdiction of any such court in any suit, 


 


48

















 


action or
proceeding.  Notwithstanding the
foregoing, nothing herein shall prevent or prohibit Landlord from instituting
any suit, action or proceeding in any other proper venue or jurisdiction in
which Tenant is located or where service of process can be effectuated.


 


(n)                                 To Tenant’s knowledge, neither Tenant nor
any of the members, shareholders, partners or any other Person comprising
Tenant is a Specially Designated National or Blocked Person.  As used herein, the term “Specially
Designated National or Blocked Person” shall mean a person or entity (i) designated
by the Department of Treasury’s Office of Foreign Assets Control, or other
governmental entity, from time to time as a “specially designated national or
blocked person” or similar status, (ii) described in Section 1 of
U.S.  Executive Order 13224 issued on September 23,
2001, or (iii) otherwise identified by government or legal authority as a
person or entity with whom Landlord or its affiliates are prohibited from
transacting business.


 


(o)                                 Tenant shall maintain as confidential (i) any
and all information, data and documents obtained about Landlord (“Landlord
Information”) prior to and following the execution of this Lease (including
without limitation, any financial or operating information of, or related to,
the Landlord), and (ii) the terms and conditions of this Lease (as
originally circulated or as negotiated) and all other documents related to the
execution of this Lease, but only to the extent that the Landlord Information
and other items referenced in this Paragraph are not otherwise available to the
general public.  Tenant shall not
disclose any such Landlord Information to any third party except as required by
any applicable law, court order, subpoena or legal or regulatory
requirement.  Notwithstanding the
foregoing, Tenant shall be permitted to disclose information related to this
Lease described in item (ii) above: 
(x) in accordance with Tenant’s general public disclosure policy;
provided Tenant has obtained Landlord’s prior consent to the contents of any
such disclosure, (y) to Tenant’s attorneys, accountants, advisors,
consultants, affiliates and lenders, and the attorneys and accountants of such
lenders and accountants (“Tenant Interested Persons”) in accordance with
usual and customary business practices; provided such individuals or entities
agree, at the time of such disclosure by Tenant, the Tenant Interested Persons
are either bound by the terms and conditions of this Paragraph 34(o) or
by a standard confidentiality agreement (whether contained in a separate
confidentiality agreement or set forth as a provision of an agreement) with
respect to the Landlord Information being provided such Tenant Interested
Person, and (z) to Tenant’s investors in accordance with usual and
customary financial disclosure practices. 
Tenant shall not make copies of any Landlord Information except for use
exclusively by Tenant or Tenant Interested Persons as needed in accordance with
usual and customary business practices. 
All copies of such Landlord Information will be returned to Landlord or
destroyed after the use of such Landlord Information is no longer needed,
except to the extent such destruction is prohibited by law, rule or
regulation.  Landlord consents to the
disclosure by Tenant for general marketing purposes of the existence of this
Lease, the purchase price of the Leased Premises, Landlord’s ownership of the
Leased Premises and the nature and location of the Property.  Tenant shall not record this Lease or any
memorandum thereof in the land records of any county or jurisdiction or with
any governmental authority, without the prior written consent and approval of
the Landlord; provided, at Tenant’s request, Landlord shall execute and deliver
a memorandum of this Lease describing the Leased Premises and setting forth the
Term of this Lease and Tenant shall be entitled to record such memorandum in
the land records where the Property is located, all at Tenant’s sole cost and
expense.


 


49

















 


Landlord
shall maintain as confidential (i) any and all information, data and documents
obtained about Tenant (“Tenant Information”) prior to and following the
execution of this Lease (including without limitation, any financial or
operating information of, or related to, Tenant), and (ii) the terms and
conditions of this Lease (as originally circulated or as negotiated) and all
other documents related to the execution of this Lease.  Landlord shall not disclose any such Tenant
Information to any third party except as required by any applicable law, court
order, subpoena or legal or regulatory requirement.  Notwithstanding the foregoing, Landlord shall
be permitted to disclose Tenant Information and information related to this
Lease described in items (i) and (ii) above:  (x) in accordance with Landlord’s
general public disclosure policy; provided Landlord has obtained Tenant’s prior
consent to the contents of any such disclosure, and (y) to Landlord’s
attorneys, accountants, advisors, consultants, affiliates, lenders and
investors and the attorneys and accountants of such lenders and accountants (“Landlord
Interested Persons”) in accordance with usual and customary business practices;
provided that such individuals or entities agree in writing at the time of such
disclosure to be bound by the terms and conditions of this paragraph; and provided
further in the case of either clause (x) or (y), Landlord shall not
disclose any of Tenant’s financial information or proprietary business
information to any third party without Tenant’s prior written consent, which
consent may be conditioned on entry into a separate confidentiality agreement
with the party to whom such information is to be disclosed. Landlord shall not
make copies of any Tenant Information except for use exclusively by Landlord or
Landlord Interested Persons as needed in accordance with usual and customary
business practices.  All copies of such
Tenant Information will be returned to Tenant or destroyed after the use of
such Tenant Information is no longer needed, except to the extent such destruction
is prohibited by law, rule or regulation. 
Tenant consents to the disclosure by Landlord for general marketing
purposes of the existence of this Lease, the purchase price of the Leased
Premises (provided that Landlord also simultaneously disclose that
Tenant used the proceeds of such purchase price to the reduction of
indebtedness), Tenant’s use of the proceeds related to the transaction with
Landlord, Tenant’s use of the Leased Premises and the nature and location of
the Property, and to the use by Landlord of Tenant’s name, tradename or logo.  This provision shall survive beyond the
termination of this Lease.


 


(p)                                 From and after the time that the
Remediation Fund, Immediate Repair Fund and the Security Deposit are held in
the form of the Required Letters of Credit, such Required Letters of Credit
shall each be renewed at least thirty (30) days prior to any expiration
thereof.  If Tenant provides notice of
its intent not to renew any Required Letter of Credit or fails to renew any
Required Letter of Credit within thirty (30) days of its termination date, time
being of the essence, Landlord shall have the right at any time after the
thirtieth (30th) day before such expiration date to draw
on the Required Letters of Credit and have the proceeds delivered to the Escrow
Agent to be held in separate accounts designated by Landlord.  Such notice of intent not to renew or failure
by Tenant to renew the Required Letters of Credit shall be an immediate Event
of Default under this Lease.


 


(q)                                 Tenant hereby agrees to deliver, execute,
record, or deliver for execution and recordation such further assurances and
documents (including, without limitation any deed that might need to be
provided from Tenant to Landlord) that are required to resolve the “apparent
deed gap” issue noted on those certain surveys dated March 29, 2007,
prepared by Mathews & Henegar, Inc. impacting the 1000 Industrial
Road, Marion, Virginia property and the 1500 Industrial Road, Marion, Virginia
property.


 


50
















 


35.                                 Security Deposit.


 


(a)                                  Concurrently with the execution of this
Lease, Tenant shall deliver to the Escrow Agent a security deposit (the “Security
Deposit”) in the amount of Five Hundred Eighty Thousand Dollars
($580,000).  The Security Deposit shall
initially be in the form of cash (a “Cash Security Deposit”).  Subject to the terms of the Escrow Agreement,
the Security Deposit shall be held by Escrow Agent until such time as Escrow
Agent has received (i) Visador’s audited consolidated financial statements
for the year ended December 31, 2006 which shall include a letter
substantially in the form of Exhibit F, and (ii) a certificate
from each of Senior Lender and Subordinated Lender substantially in the form of
Exhibit G.  Satisfaction of
the foregoing conditions (i) and (ii) (the “Release Conditions”)
shall be the only conditions to Escrow Agent’s release of the Security Deposit
to Tenant.  As soon as reasonably
practicable after the Release Conditions have been satisfied, Escrow Agent
shall release the Security Deposit to Tenant, notwithstanding the existence of
an Event of Default, any change in Visador’s business or prospects, any dispute
between Landlord and Tenant or any other fact or circumstance.  Until the Release Conditions are satisfied,
Escrow Agent shall hold the Security Deposit as security for the payment by
Tenant of the Rent and all other charges or payments to be paid hereunder and
the performance of the covenants and obligations contained herein.  The Security Deposit shall be held in a separate
escrow account maintained by Escrow Agent and not be commingled with other
funds of Landlord or other Persons.  Any
interest earned on the Security Deposit shall be paid to Tenant in connection
with the release of the Security Deposit following satisfaction of the Release
Conditions.


 


(b)                                 Notwithstanding the foregoing, no later
than April 9, 2007, Tenant agrees and covenants to provide to Escrow Agent
a Letter of Credit to replace the Cash Security Deposit.  Such Letter of Credit (i) shall be in
the amount of the Security Deposit or if any amounts have been disbursed from
the Security Deposit in accordance with the Escrow Agreement, then in such
lesser amount, (ii) shall be held by Escrow Agent pursuant to the Escrow
Agreement until Tenant has complied with the Release Conditions related to
disbursement of the Security Deposit, (iii) shall be drawn on by Escrow
Agreement at the instruction of Landlord to fund amounts due to Landlord
pursuant to paragraph 35(c) in accordance with the Escrow Agreement
and (iv) shall contain instructions to the financial institution issuing
the Letter of Credit to disburse the funds held pursuant to the Letter of
Credit in accordance with the terms and conditions in this Paragraph 35.


 


(c)                                  If at any time an Event of Default shall
have occurred and be continuing, Landlord shall be entitled, at its sole
discretion, to instruct Escrow Agent to draw on the Letter of Credit or to
withdraw the Cash Security Deposit from the above-described account in
accordance with the Escrow Agreement, and Landlord shall have the right to
apply the proceeds in payment of (i) any Rent or other charges for the
payment of which Tenant shall be in default, (ii) Basic Rent (including
any Basic Rent that has been accelerated in accordance with the terms of this
Lease) on the date such Basic Rent is due and payable, (iii) any expense
incurred by Landlord in curing any default of Tenant, and/or (iv) any
other sums due to Landlord in connection with any default or the curing
thereof, including, without limitation, any damages incurred by Landlord by
reason of such default, including any rights of Landlord under
Paragraph 23 or to do any combination of the foregoing, all in such order
or priority as Landlord shall so determine in its sole discretion and Tenant
acknowledges and agrees that such proceeds shall not constitute assets 


 


51

















 


or funds of Tenant
or its estate, or be deemed to be held in trust for Tenant, but shall be, for
all purposes, the property of Landlord (or Lender, to the extent
assigned).  Tenant further acknowledges
and agrees that (1) Landlord’s application of the proceeds of the Letter
of Credit or Cash Security Deposit towards the payment of Basic Rent,
Additional Rent or the reduction of any damages due Landlord in accordance with
Paragraph 23 of this Lease, constitutes a fair and reasonable use of such
proceeds, and (2) the application of such proceeds by Landlord towards the
payment of Basic Rent, Additional Rent or any other sums due under this Lease
shall not constitute a cure by Tenant of the applicable default; provided that
an Event of Default shall not exist if Tenant restores the Security Deposit to
its full amount within five (5) Business Days and in accordance with the
requirements of this Paragraph 35, so that the original amount of the
Security Deposit shall be again on deposit with Landlord.


 


(d)                                 Upon satisfaction of the Release
Conditions, Escrow Agent shall return the Letter of Credit or any funds
remaining available under the Cash Security Deposit, as the case may be, to
Tenant in accordance with the terms of the Escrow Agreement.


 


(e)                                  Landlord shall have the right to assign
the Security Deposit to Lender or any other holder of a Mortgage during the
term of the applicable Loan, and such Lender or other holder of a Mortgage
shall have all of the rights of Landlord under this Paragraph 35,
including, without limitation, the right to replace Landlord as the beneficiary
under the Letter of Credit.  Tenant
covenants and agrees to execute such agreements, consents and acknowledgments
as may be requested by Landlord from time to time to assign the Security
Deposit as hereinabove provided.


 


(signatures follow)


 


52

















 


IN
WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly executed
under seal as of the day and year first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  AGNL COFFMAN, L.LC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AGNL Manager, Inc.,

  
	
   

  	
   

  	
  its manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter Kaplan

  
	
   

  	
   

  	
  Name:

  	
  Peter Kaplan

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


STATE
OF New York


 


COUNTY
OF New York


 


On
March 27, 2007 before me, Wynne Fong, a Notary Public in and for said
state, personally appeared Peter Kaplan, the Managing Director of AGNL Manager, Inc.,
the manager of AGNL Coffman, L.L.C., a Delaware limited liability company,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument, the person, or the
entity upon behalf of which the person acted, executed the instrument.


 


Witness
my hand and official seal.


 


	
   

  	
  /s/ Wynne Fong

  
	
   

  	
  Notary Public in and for said State

  
	
   

  	
  WYNNE FONG

  
	
   

  	
  Notary Public, State of
  New York

  
	
   

  	
  NO. 01FO6019224

  
	
   

  	
  Qualified In New York
  County

  
	
   

  	
  Commission Expires Feb. 1,
  20    

  



 


(signatures continue)


 


53

















 


	
  ATTEST:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COFFMAN STAIRS, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kay M. Yonts

  	
   

  	
  By:

  	
  /s/ Thomas C. Waggoner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Director of Finance and IT

  	
   

  	
  Title:

  	
  Interim CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Corporate Seal]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VISADOR HOLDING CORPORATION, 

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kay M. Yonts

  	
   

  	
  By:

  	
  /s/ Thomas C. Waggoner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Director of Finance and IT

  	
   

  	
  Title:

  	
  Interim
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Corporate
  Seal]

  	
   

  	
   

  



 


(signatures continue)


 


54

















 


STATE
OF Virginia


 


COUNTY
OF Smyth


 


On March 28, 2007 before me, Angela Blevins, a Notary Public in
and for said state, personally appeared Thomas C. Waggoner, CFO of Coffman
Stairs, LLC, a Delaware limited liability company, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature
on the instrument, the person, or the entity upon behalf of which the person
acted, executed the instrument.


 


Witness
my hand and official seal.


 


	
   

  	
   

  	
  /s/ Angela D. Blevins

  
	
   

  	
   

  	
  Notary Public in and for said State

  



 


(signatures continue)


 


55

















 


STATE
OF Virginia


 


COUNTY
OF Smyth


 


On March 28, 2007 before me, Angela Blevins, a Notary Public in
and for said state, personally appeared Thomas C. Waggoner, CFO of Coffman
Stairs, LLC, a Delaware limited liability company, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature
on the instrument, the person, or the entity upon behalf of which the person
acted, executed the instrument.


 


Witness
my hand and official seal.


 


	
   

  	
   

  	
  /s/ Angela D. Blevins

  
	
   

  	
   

  	
  Notary Public in and for said State

  



 


56

















 


EXHIBIT D


 


BASIC RENT PAYMENTS


 


1.                                       Basic Rent.


 


(a)                                  Initial Term. 
Subject to the adjustments provided for in Paragraphs 2, 3 and 4
below, Basic Rent payable in respect of the Term shall be $580,000 per annum,
payable quarterly in advance on July 1st, October 1st, January 1st
and April 1st, commencing on July 1, 2007 (each a “Basic Rent
Payment Date”), in equal installments of $145,000 each.  Pro rata Basic Rent for the period from the
date hereof through the 1st day of July, 2007 shall be paid on the date hereof,
and pro rata Basic Rent for the period from the final Basic Rent Payment Date
of the initial Term through the last day of initial Term shall be paid with the
final installment of Basic Rent for the initial Term.


 


(b)                                 Renewal Term. 
Annual Basic Rent for the first year of each Renewal Term shall be an
amount determined in accordance with Paragraphs 2, 3, and 4 below payable
in equal quarterly installments.


 


2.                                       Adjustments to Basic Rent. 
The Basic Rent shall be subject to adjustment, in the manner hereinafter
set forth, for increases in the index known as United States Department of
Labor, Bureau of Labor Statistics, Consumer Price Index, All Urban Consumers,
United States City Average, All Items, (1982-84=100) (“CPI”) or the
successor index that most closely approximates the CPI.  If the CPI shall be discontinued with no
successor or comparable successor index, Landlord and Tenant shall attempt to
agree upon a substitute index or formula, but if they are unable to so agree,
then the matter shall be determined by arbitration in accordance with the rules of
the American Arbitration Association then prevailing in New York City.  Any decision or award resulting from such
arbitration shall be final and binding upon Landlord and Tenant and judgment
thereon may be entered in any court of competent jurisdiction.  In no event will the annual Basic Rent as
adjusted by the CPI adjustment be less than the Basic Rent in effect for the
one (1) year period immediately preceding such adjustment.


 


3.                                       Effective Dates of CPI Adjustments. 
Basic Rent shall be adjusted annually to reflect changes in the CPI
commencing on the first (1st) anniversary of the Basic Rent Payment Date on
which the first full quarterly installment of Basic Rent shall be due and
payable (the “First Full Basic Rent Payment Date”).  As of the first (1st) anniversary of the
First Full Basic Rent Payment Date and thereafter on each subsequent
anniversary of the First Full Basic Rent Payment Date, Basic Rent shall be
adjusted to reflect increases in the CPI during the most recent one (1) year
period immediately preceding each of the foregoing dates (each such date being
hereinafter referred to as the “Basic Rent Adjustment Date”).


 


4.                                       Method of Adjustment for CPI Adjustment.


 


(a)                                  As of each Basic Rent Adjustment Date
when the average CPI determined in clause (i) below exceeds the
Beginning CPI (as defined in this Paragraph 4(a)), the Basic Rent in
effect immediately prior to the applicable Basic Rent Adjustment Date shall be
multiplied by a fraction, the numerator of which shall be the difference
between (i) the average CPI for the three (3) most recent calendar
months (the “Prior Months”) ending prior to such Basic Rent 


 


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Adjustment Date
for which the CPI has been published on or before the forty-fifth (45th) day preceding such Basic Rent Adjustment Date and (ii) the
Beginning CPI, and the denominator of which shall be the Beginning CPI.  An amount equal to the product of such
multiplication shall be added to the Basic Rent in effect immediately prior to
such Basic Rent Adjustment Date.  As used
herein, “Beginning CPI” means the average CPI for the three (3) calendar
months corresponding to the Prior Months, but occurring one (1) year
earlier.  If the average CPI determined
in clause (i) is the same or less than the Beginning CPI, the Basic
Rent will remain the same for the ensuing one (1) year period.


 


(b)                                 Effective as of a given Basic Rent
Adjustment Date, Basic Rent payable under this Lease until the next succeeding
Basic Rent Adjustment Date shall be the Basic Rent in effect after the
adjustment provided for as of such Basic Rent Adjustment Date.


 


(c)                                  Notice of the new annual Basic Rent shall
be delivered to Tenant on or before the tenth (10th) day preceding each Basic
Rent Adjustment Date, but any failure to do so by Landlord shall not be or be
deemed to be a waiver by Landlord of Landlord’s rights to collect such
sums.  Tenant shall pay to Landlord,
within ten (10) days after a notice of the new annual Basic Rent is
delivered to Tenant, all amounts due from Tenant, but unpaid, because the
stated amount as set forth above was not delivered to Tenant at least ten (10) days
preceding the Basic Rent Adjustment Date in question.


 


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