THIS LEASE AGREEMENT, made as of July 1, 1988, among XXXXXXX XXX, LAKE
XXXXX, III, XXXXXXX XXXXX, XXXXXXX XXXX and XXXX XXXX XXXXX, doing business as
VALOP REALTY COMPANY, a partnership, hereinafter referred to as "Lessors", and
INTERNATIONAL SPIKE, INC., a corporation created and existing under the laws of
the Commonwealth of Kentucky, hereinafter referred to as "Lessee".
WITNESSETH that for and in consideration of the rentals herein reserved and
to be paid by Lessee to Lessors, and of the covenants and agreements herein
contained and to be kept and performed by Lessee, Lessors do hereby lease and
demise unto Lessee, for a term of ten years, beginning on the 1st day of July,
1988, and ending at midnight on June 30, 1998, all that certain piece or parcel
of real estate situated in Paris, Bourbon County, Kentucky, as described in
Exhibit A which is attached hereto and made a part hereof, together with all of
the appurtenances thereto and the improvements thereon, but subject to the
exceptions set forth in Exhibit 3, which is attached hereto and made a part
hereof. The premises herein leased and demised are hereinafter sometimes
referred to as the "demised premises."
Lessee in consideration of said lease and demise, hereby accept the lease
of the demised premises from Lessors for the term and period aforesaid upon the
following covenants, agreements, term and conditions:
I. RENTAL
Lessee covenants and agrees to pay to Lessors for the demised premises as
rent reserved under contract the sum of $1,200,000.00, payable in equal monthly
installments of $10,000.00 each, beginning on the 1st day of July, 1988.
II. POSSESSION
Lessee has the right to quietly enjoy possession of the demised premises,
subject to the terms and conditions contained herein.
III. REPAIRS
Lessee covenants and agrees that it will, at its own cost and expense, keep
the demised premises, including the building to be constructed by Lessors upon
the demised premises, in good repair at all times throughout the term of this
lease and return the same in such good repair and condition to Lessors at the
termination of this lease, reasonable wear and use excepted, and in no event
shall any damage to said premises or lack of repair impose any burden upon
Lessors whatsoever or affect or diminish the obligations of Lessee to pay the
rental herein provided for
and to keep and perform the covenants herein contained and to be kept and
performed by Lessee. It is expressly provided, however, that in the event the
demised premises shall be damaged or destroyed by fire or other casualty, the
provisions of this article shall not apply but the provisions of Article XI
hereof shall control. Beyond Lessee's hereinabove described duty to keep the
demised premises in good repair. The Lessor shall make all repairs, changes,
alterations, and additions which may be required by an laws, ordinances, orders,
or regulations of any public authorities having jurisdiction over the leased
property, except that the Lessee shall make all such repairs, changes,
alterations and additions required because of any use made of the demised
premises by Lessee peculiar to the use of Lessee.
IV. ALTERATIONS
(a) Lessors agree that at any time during the term of this lease, if Lessee
is not in default of its obligations under this lease, Lessee shall have the
right to make any and all improvements or alterations to the demised premises
which it shall consider advisable; provided, however, that no such alterations
shall lessen the value or weaken the structural integrity of the improvements
now located upon the demised premises.
(b) Before making any improvements or alterations, Lessee agrees that it
will first submit to Lessors the plans and specifications covering the
construction details of such proposed improvements or alterations, to the end
that Lessors can determine and advise Lessee as to whether such improvements or
alterations will lessen the value or weaken the structural integrity of the
improvements now located upon the demised premises. Lessors shall notify Lessee
in writing of their approval or disapproval of the proposed improvements or
alterations within thirty (30) days from the date of receipt by them of the
plans and specifications. In the event Lessors should disapprove of any such
proposed improvements or alterations, the parties hereto shall jointly endeavor
to agree on acceptable plans and specifications, and if the parties cannot agree
within sixty (60) days following the receipt by Lessee of Lessor's written
disapproval, the Lessee may submit the matter to arbitration before the American
Arbitration Association and the decision of such arbitration shall be, and is
hereby deemed to be, a condition precedent to litigation by either party.
(c) In the event Lessee shall make any such improvements or alterations, it
shall before undertaking such work, indemnify and [sic] laborer's liens with
respect to the construction of such improvements and alterations by obtaining,
at its own cost and expense, and delivering to Lessors a good and appropriate
surety bond in a penal amount of not less than the anticipated construction
cost.
(d) All such alterations or improvements made by Lessee to the demised
premises under the provisions of this article shall become a part of the realty
and belong to Lessors, subject only to the terms of this lease, and Lessee shall
not have the right to remove the same; provided, however, Lessee may at any time
prior to or upon the termination of this lease remove from the demised premises
all materials, machinery, equipment, and property used in its business conducted
by Lessee thereon.
V. USE OF PREMISES
Lessee covenants and agrees that it will use the demised premises solely
for the purposes of conducting a manufacturing operation and in conjunction
therewith to make sales of manufactured products from the demised premises and
to engage generally in other types of business normally associated with a
manufacturing operation, including, but not limited to, warehousing. Lessee
further covenants and agrees that it will not use said premises or any part
thereof in an unlawful manner or for an unlawful purpose and that it will comply
with all federal, state, and municipal laws, ordinances, and regulations with
respect to said premises and the use thereof, and will save harmless Lessors
from any penalty, damage, or charge imposed or incurred by the violation of any
such law, ordinance, or regulation, whether occasioned by lessee or any agent,
tenant, contractor or other person then [sic] authority to enter into this lease
for the term herein granted and that the leased property may be used by lessee
during the entire term for the purposes above set forth.
VI. RIGHT OF INSPECTION
Lessors, by and through their agent or agents, shall at all reasonable
times during the term of this lease have the right to enter upon and inspect the
demised premises for the purposes of determining whether or not the covenants,
agreements, and obligations by Lessee herein made are being faithfully
performed.
VII. INSURANCE
Lessee shall keep the improvements located upon the demised premises
insured throughout the term of this lease against the following:
1. Loss or damage by fire and such other risks as may be included in the
broadest form of extended coverage insurance from time to time available, in an
amount not less than $650,000.00 which amount may be either increased or
decreased upon sixty (60) days' written notice to Lessee from time to time to
reflect an appraisal of the demised premises and all improvements thereon to be
made by Industrial Appraisal Company or such other recognized appraisal company
at the sole cost and expense of Lessors. Any appraisal made pursuant to this
paragraph shall be made solely
for the purposes of establishing the value of the demised premises and all
improvements thereon for purposes of insurance. If Lessee takes exception to any
said appraisal made on behalf of Lessors, and the parties cannot agree within
thirty [sic] Lessee shall submit the matter to arbitration before the American
Arbitration Association, and the decision of such arbitration shall be binding
upon the parties.
2. Loss or damage by explosion of steam boilers or other similar apparatus
now or hereafter installed in any building located upon the demised premises in
such limits with respect to any one accident as may be reasonably requested from
time to time by Lessors.
Policies of insurance required to be maintained by Lessee as hereinabove
provided shall be payable in the event of loss to Lessees and to Lessors, as
their interests may appear or, if requested by Lessors, to Lessees, Lessors and
their mortgagees as their interests may appear under a standard mortgage clause.
All insurance required to be maintained by Lessee shall be effected under
enforceable policies issued by insurers of recognized responsibility licensed to
do business in the Commonwealth of Kentucky. At least thirty (30) days prior to
the expiration of any policy of insurance Lessee is obligated to carry under
this lease, Lessee shall furnish a binder to Lessors renewing each such policy.
Each policy and/or binder shall provide for at least fifteen (15) days' notice
to Lessors of any change or cancellation thereof. Lessee shall promptly deliver
to Lessors a certification from the insurance carrier evidencing the renewal of
the policy and the payment of premium.
Notwithstanding any provision to the contrary herein, the Lessee may insure
its interest in the leasehold improvements installed on the premises by the
Lessee, and the Lessors shall have no claim for the proceeds of insurance
payable to the Lessee for loss or damage sustained thereto.
VIII. TAXES AND ASSESSMENT
Lessee agrees to pay all state, county, municipal and school district taxes
and all other assessments of any kind or character assessed against the demised
premises with respect to all of the years of its tenancy as called for herein.
Lessee covenants that it will, throughout the term of this lease, pay for
all water, heating and gas, natural or artificial, electricity for all purposes,
and every other service, commodity supplied to Lessee or used upon or in
connection with the demised premises. During the final year of this lease taxes
will be prorated.
IX. DAMAGE OF DESTRUCTION OF PREMISES
BY FIRE OR OTHER CASUALTY
If, at any time during the term of this lease, the improvements upon the
demised premises should be damaged or destroyed by fire or other casualty to an
extent that the cost of rebuilding or repairing the same would be an amount in
excess of fifty percent or more of the insurable value of such improvements at
the time of such fire or other casualty, then either Lessors or Lessee shall
have the right to cancel this lease by giving to the other five (5) days written
notice thereof within thirty (30) days after the date of any such damage or
destruction. If such right shall be exercised by either Lessors or Lessee, this
lease shall terminate on the date specified in such notice, and all taxes,
rents, and other charges shall be prorated and paid to the date specified in
such notice of termination. If such right shall not be exercised by either
Lessors or Lessee, this lease shall continue and Lessors shall, at their own
expense, proceed promptly to rebuild. In the event the improvements upon the
demised premises should be damaged by fire or other casualty at any time during
the term of this lease, but not to the extent hereinabove in this article
provided, Lessors shall forthwith, at their own expense, repair, replace and
rebuild improvements.
If any damage resulting from fire or other casualty shall be so extensive
as to interfere with the conduct of Lessee's business upon he demised premises,
there shall be a just and proportionate abatement of the rent until such time as
such damage shall have been repaired. [sic] carriers, hereby waive any claim or
subrogation agist Lessee arising as a result of any loss to the improvements
upon the demised premises covered by a standard insurance policy or policies and
arising by reason of fire or other casualty.
X. INDEMNITY
Lessee shall save harmless and indemnify Lessors from and against all loss,
cost and expense, including attorneys fees, arising in any manner or under any
circumstances through the exercise of any rights conferred hereby, including
personal injuries sustained on the premises covered by this lease or on the
sidewalks or alleys adjacent thereto. For the further protection of Lessors,
Lessee covenants and agrees that, throughout the term of this lease, it will, at
its sole expense, carry public liability insurance on the demised premises with
a proper endorsement naming Lessors as additional insureds thereunder, which
insurance shall be for no less than $500,000.00 for injury or death to any one
person, $1,000,000.00 for any one occurrence and $100,000.00 for property
damage. Lessee shall furnish to Lessors a certificate evidencing the above
insurance.
XI. WAIVER OF BREACH
Each of the parties hereto covenants that any waiver by the other party of
the keeping or performance of any covenant, agreement, or undertaking to be kept
or performed in the manner and at the time herein provided shall not be
construed as a waiver of any subsequent breach or failure to keep or perform
that or any other covenant, agreement, or undertaking to be kept or performed,
and any indulgence by the other party in enforcing or failing to enforce to tak
advantage of any remedy herein provided for or to which it may be entitled at
any time shall enforce the same at any other time.
XII. QUIET POSSESSION
Lessors covenant that, subject to the right of forfeiture and re-entry as
hereinabove provided int he event of Lessee's failure to pay all rental and
perform all covenants and agreements as herein set forth, Lessee shall have
quiet possession of the demised premises during the term of this lease.
XIII. FORFEITURE ON DEFAULT
Lessee covenants that if at any time default should be made in the payment
of any one or more of the payments of rental or in the payment of any other sum
due under the terms hereof when and as such rentals or other sums shall be due
and payable as herein provided and such default should continue for a period of
ten days after written notice thereof by registered mail shall have been given
Less by Lessors, or if Lessee should fail to keep or be guilty of breach of any
one or more of the covenants or agreement by it herein made other than for the
payment of rent or other sums of money as herein provided, and such failure or
breach should continue for a period of thirty days after written notice by
registered mail shall have been given to Lessee of such breach, or if Lessee
should be adjudged a bankrupt or, because of Lessee' insolvency, a receiver
should be appointed to take charge of its property or affairs and said receiver
should not be discharged within four months, then, in any of these events, this
lease shall, at the option of Lessors, become and be forthwith forfeited and
terminated, and Lessors shall have the right at any time afterwards, without
further notice or demand of any character whatsoever, to re-enter into or upon
the demised premises or a part thereof in the name of the whole and repossess
and enjoy the same as of their former estate.
XIV. CONDEMNATION
If the whole of the demised premises should be taken for public or
quasi-public use by any public authority under the power of eminent domain or by
private purchase in lieu thereof, then this lease shall automatically terminate
as of the date that title shall be taken. In the event of such termination,
Lessee
shall be entitled to be paid by Lessors from the condemnation award an amount
equal to the unamortized cost to Lessee of all leasehold improvements made by it
during the term of this lease. The phrase "unamortized cost" as used herein
shall mean the cost of such improvements during the period beginning on the date
of the completion of such improvements and ending on the date of the taking
computed in accordance with the method adopted by the Lessee for purposes of
federal income taxes and evidenced by its federal income tax returns. No other
claim shall be made by Lessee against Lessors with respect to any condemnation
proceedings other than the claim herein specifically mentioned, it being the
intention of the parties that all proceeds of condemnation, except the aforesaid
claim of Lessee, shall be retained by Lessors.
XV. ASSIGNMENT OR SUBLETTING
This lease shall not be assigned or sublet by Lessee without the express
written consent of Lessors, which consent shall not be unreasonably withheld.
XVI. NOTICES
Any notice which either Lessors or Lessee may desire to serve upon the
other party may be served by mailing such notice by registered mail addressed as
follows:
To Lessors at X.X. Xxx 0000, Xxxxxxxxxx, Xxxx Xxxxxxxx 00000.
All rents and other payments to be made hereunder shall be made to Lessors
at the above address.
Either party may change its mailing address by giving written notice of
such change of address to the party by registered mail.
IN WITNESS WHEREOF, Lessors have each hereunto set their hand and seal,
Lessee has caused its corporate name to be hereunto signed and its corporate
seal to be hereunto affixed by its proper officer thereunto duly authorized, and
Optionees have each hereunto set their hand and seal, all as the day and date
first above written.
/s/ XXXXXXX XXX (SEAL)
-----------------------------
XXXXXXX XXX
/s/ LAKE XXXXX, III (SEAL)
-----------------------------
LAKE XXXXX, III
/s/ XXXXXXX XXXXX (SEAL)
-----------------------------
XXXXXXX XXXXX
/s/ XXXXXXX XXXX (SEAL)
-----------------------------
XXXXXXX XXXX
/s/ XXXX XXXX XXXXX (SEAL)
-----------------------------
XXXX XXXX XXXXX
INTERNATIONAL SPIKE, INC.
(Corporate Seal) By /s/ XXXXX X. XXXXX (SEAL)
--------------------------
Its Chief Operating Officer
This instrument prepared by:
_______________________________
Xxxxxx X. Xxxxx
XXXXX, XXXXX & XXXXX
Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
EXHIBIT "A"
XXXXX X. XXXX ENGINEERS
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx
00000
--------
Telephone
November 30, 1973
XXXXXXX AND XXXXX INCORPORATED
ON 00XX XXXXXX, XXXXXXX XXXXXX,
XXXXX XXXXXXX STREET EXTENDED AND XXXXX STREET
IN PARIS, BOURBON COUNTY, KENTUCKY
All that tract or parcel of land situated in Paris, Bourbon County, Kentucky and
more fully described and bounded as follows, to-wit:
Beginning at a point in the southeast extremity of 17th Street, said
point being marked by an iron pin 4 feet southwest of the southwest
wall of the Bourbon (brick| Warehouse; thence parallel to and four
feet from the aforesaid wall S 28(degrees) 52' E. 184.57 feet to an
iron pin in the Louisville and Nashville Railroad West right-of-way;
thence with said west right-of-way for two calls, S 30(degrees) 58' W
390.2 feet to an iron pin and S 31(degrees) 19' W 340.05 feet to an
iron pin, corner to property owned by the Louisville and Nashville
Railroad thence with the aforesaid railroad property for two calls, N
29(degrees) 15' W 136.85 feet to an iron pin and S 31(degrees) [sic]
feet to an iron fence post corner to Lot [sic] of the Fairground
Addition as recorded in Deed Book 89 Page 488 in the Bourbon County
Clerk's Office; thence the line of the aforesaid Lot 14, N 55(degrees)
53' W 97.26 feet to an iron fence post in the southeast property line
of Xxxxx Street; thence with the property line of Xxxxx Street for two
calls, N 33(degrees) 42 1/2' W 121.73 feet to a corner of Lots 10 and
11 of the aforementioned Fairgrounds Addition; thence with the line of
the aforementioned Lots 10 and 11, N 51(degrees) 43' E 150 feet;
thence with the rear line of the aforementioned Lot 10, N 29(degrees)
15' W 11.53 feet to the fence on the southeast side of North Xxxxxxx
Street Extended; thence with the aforementioned fence and its line
extended N 51o 43' E 297.57 feet, thence N 29(degrees) 53 1/2' W 66.65
feet to a
concrete nail in the paving where Xxxxx Xxxxxxx Xxxxxx Extended comes
into Xxxxxxx Xxxxxx; thence N 60(degrees) 01 1/2' E parallel to and
thirty feet southeast of the southeast wall of the Paris (brick)
Warehouse, now Central District Warehousing Corporation, 161.61 feet
to an iron pin; thence N 30(degrees) 11' W parallel to and four feet
northeast of the northeast wall of the aforementioned warehouse 115.21
feet to an iron pin thence N 63(degrees) 23' E 183.76 feet to the
beginning and containing 4.316 acres.
Exhibit B
LEASEHOLD EXCEPTION
There is excepted and reserved to Lessors, their heirs and assigns, from
the demised premises as described in the lease to which this Exhibit is
attached, the area outlined in red hereon with the rights appurtenant thereto,
which include:
1. The existing boiler house,
2. The existing smokestack,
3. Three feet of land outside the exterior walls of the boiler house and
smokestack,
4. A ten foot easement (to be located by Lessors so as not to interfere
with Lessee's operations) from the existing boiler house to the
property line for underground pipes and conduits,
5. Right of access to the area reserved, and
6. Necessary easements for utilities to the area reserved.
Lessors shall have the right to remove the machinery and equipment from the
existing boiler house and, as well, to demolish and remove the existing boiler
house building and the existing smokestack.
