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EXHIBIT 10.6
INDUSTRIAL BUILDING LEASE
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DATE OF LEASE TERM OF LEASE MONTHLY RENT
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September 1, 1994 BEGINNING ENDING $11,460 subject to adjust-
-------------------------------------------------- ment for a building addition
(see Section 25) and annual
9/01/94 8/31/04 escalator (see Section 26)
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Location of Premises: 000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
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Purpose: Manufacturing, Painting, Warehousing and Office Administration.
This agreement supersedes the lease dated June 30, 1992.
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LESSEE LESSOR
NAME Morton Metalcraft Co. NAME Morton Welding Co., Inc.
ADDRESS 0000 X. Xxxxxxxxx Xxxxxx ADDRESS 000 X. Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000 Xxxxxx, Xxxxxxxx 00000
In consideration of the mutual covenants and agreements herein stated, Lessor
hereby leases to Lessee and Lessee hereby leases from Lessor solely for the
above purpose the Premises designated above (the "Premises"), together with the
appurtenances thereto, for the above Term.
RENT 1. Lessee shall pay Lessor or Lessor's agent as rent for
the Premises, the sum stated above, monthly paid on the
15th of each month, until termination of this lease, at
Lessor's address stated above or such other address as
Lessor may designate in writing.
CONDITION 2. Lessee has examined and knows the condition of the
AND UPKEEP Premises and has received the same in good order and
OF repair, and acknowledges that no representations as to
PREMISES the condition and repair thereof have been made by
Lessor, or his agent, prior to or at the execution of
this lease that are not herein expressed; Lessee will
keep the Premises including all appurtenances, in good
repair, replacing all broken glass with glass of the same
size and quality as that broken, and will replace all
damaged plumbing fixtures with others of equal quality,
and will keep the Premises, including adjoining alleys,
in a clean and healthful condition according to the
applicable municipal ordinances and the direction of the
proper public officers during the term of this lease at
Lessee's expense, and will without injury to the roof
remove all snow and ice from the same when necessary, and
will remove the snow and ice from the sidewalk abutting
the Premises; and upon the termination of this lease, in
any way, will yield up the Premises to Lessor, in good
condition and repair, loss by fire and ordinary wear
excepted, and will deliver the keys therefor at the place
of payment of said rent.
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LESSEE NOT 3. Lessee will not allow the Premises to be used for any
TO MISUSE; purpose that will increase the rate of insurance
SUBLET; thereon, nor for any purpose other than that
ASSIGNMENT hereinbefore specified, and will not load floors with
machinery or goods beyond the floor load rating
prescribed by applicable municipal ordinances, and will
not allow the Premises to be occupied in whole, by any
other person, and will not assign this lease without in
each case the written consent of the Lessor first had,
and Lessee will not permit any transfer by operation of
law of the interest in the Premises acquired through
this lease, and will not permit the Premises to be used
for any unlawful purpose, or for any purpose that will
injure the reputation of the building or increase the
fire hazard of the building, or disturb the tenants or
the neighborhood, and will not permit the same to remain
vacant or unoccupied for more than twenty consecutive
days; and will not allow any signs, cards or placards to
be posted, or placed thereon, nor permit any alteration
of or addition to any part of the Premises, except by
written consent of Lessor; all alterations and additions
to the Premises shall remain for the benefit of Lessor
unless otherwise provided in the consent aforesaid.
Lessor agrees that the Lessee can sublet any or all of
the offices to a company or companies of solid
reputation of its sole choice.
MECHANIC'S 4. Lessee will not permit any mechanic's lien or
LIEN liens to be placed upon the Premises or any building
or improvement thereon during the term hereof, and in
case of the filing of such lien Lessee will promptly pay
same. If default in payment thereof shall continue for
thirty (30) days after written notice thereof from Lessor
to the Lessee, the Lessor shall have the right and
privilege at Lessor's option of paying the same or any
portion thereof without inquiry as to the validity
thereof, and any amounts so paid, including expenses and
interest, shall be so much additional indebtedness
hereunder due from Lessee to Lessor and shall be repaid
to Lessor immediately on rendition of xxxx therefor.
INDEMNITY 5. Lessee covenants and agrees that he will protect
FOR and save and keep the Lessor forever harmless and
ACCIDENTS indemnified against and from any penalty or damages or
charges imposed for any violation of any laws or
ordinances, whether occasioned by the neglect of Lessee
or those holding under Lessee, and that Lessee will at
all times protect, indemnify and save and keep harmless
the Lessor against and from any and all loss, cost,
damage or expense, arising out of or from any accident or
other occurrence on or about the Premises, causing injury
to any person or property whomsoever or whatsoever and
will protect, indemnify and save and keep harmless the
Lessor against and from any and all claims and against
and from any and all loss, cost, damage or expense
arising out of any failure of Lessee in any respect to
comply with and perform all the requirements and
provisions hereof.
The Lessee agrees at all times during the term of this
lease and any extension thereof, at Lessee's expense, to
maintain, keep in effect, furnish and deliver to Lessor
liability insurance policies in a form and with an
insurer satisfactory to Lessor providing statutory
worker's compensation insurance for Lessee's employees
and insuring both the Lessor and Lessee against all
liability for damages to person
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or property in or about the leased premises in an amount
equivalent to One Million Dollars for injury to one
person, One Million Dollars for injuries arising out of
any one accident and not less than One Million Dollars
for damage to property, or a single combined limit of Two
Million Dollars bodily injury and property damage. All
such insurance shall insure performance by Lessee of the
indemnity provisions hereof.
NON- 6. Except as provided by Illinois statute, Lessor
LIABILITY shall not be liable for any damage occasioned by
OF LESSOR failure to keep the Premises in repair, nor for
any damage done or occasioned by or from plumbing, gas,
water, sprinkler, steam or other pipes or sewerage or the
bursting leaking or running of any pipes, tank or
plumbing fixtures, in, above, upon or about Premises or
any building or improvement thereon nor for any damage
occasioned by water, snow or ice being upon or coming
through the roof, skylights, trap door or otherwise, nor
for any damages arising from acts or neglect of any
owners or occupants of adjacent or contiguous property.
WATER, GAS 7. Lessee will pay, in addition to the rent above
AND ELEC- specified, all water rents, gas and electric light
TRIC and power bills taxed, levied or charged on the
CHARGES Premises, for and during the time for which this
lease is granted, and in case said water rents and bills
for gas, electric light and power shall not be paid when
due, Lessor shall have the right to pay the same, which
amounts so paid, together with any sums paid by Lessor to
keep the Premises in a clean and healthy condition, as
above specified, are declared to be so much additional
rent and payable with the installment of rent next due
thereafter.
REAL ES- 8. Lessee shall be responsible for and pay all real
XXXX TAXES estate taxes which are assessed and payable on the
Premises which relate to Tenant's period of occupancy
under this lease.
BUILDING 9. Lessee shall maintain on the buildings and
INSURANCE other improvements that are part of the Premises a policy
of standard fire and extended coverage insurance for the
full insurable value of the Premises with a loss payable
clause in favor of Lessor as its interest may appear.
Lessee shall deposit such policies of insurance with
Lessor.
KEEP PRE- 10. Lessor shall not be obliged to incur any expense
MISES IN for repairing any improvements upon said demised
REPAIR premises or connected therewith, and the Lessee at his
own expense will keep all improvements in good repair
(injury by fire, or other causes beyond Lessee's control
excepted) as well as in a good tenantable and wholesome
condition, and will comply with all local or general
regulations, laws and ordinances applicable thereto, as
well as lawful requirements of all competent authorities
in that behalf. Lessee will, as far as possible, keep
said improvements from deterioration due to ordinary wear
and from falling temporarily out of repair. If Lessee
does not make repairs as required hereunder promptly and
adequately, Lessor may but need not make such repairs and
pay the costs thereof, and such costs shall be so much
additional rent immediately due from and payable by
Lessee to Lessor.
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ACCESS 11. Lessee will allow Lessor free access to the Premises
TO PREMISES for the purpose of examining or exhibiting the same, or
to make any needful repairs, or alterations thereof which
Lessor may see fit to make.
ABANDON- 12. If Lessee shall abandon or vacate the Premises, or
MENT AND if Lessee's right to occupy the Premises be terminated
RELETTING by Lessor by reason of Lessee's breach of any of the
covenants herein, the same may be re-let by Lessor for
such rent and upon such terms as Lessor may deem fit; and
if a sufficient sum shall not thus be realized monthly,
after paying the expenses of such re-letting and
collecting to satisfy the rent hereby reserved, Lessee
agrees to satisfy and pay all deficiency monthly during
the remaining period of this lease.
HOLDING 13. Lessee will, at the termination of this lease by
OVER lapse of time or otherwise yield up immediate possession
to Lessor, and failing so to do, will pay as liquidated
damages, for the whole time such possession is withheld,
the sum of Four Hundred Dollars ($400.00) per day; but
the provisions of this clause shall not be held as a
waiver by Lessor of any right of re-entry as hereinafter
set forth; nor shall the receipt of said rent or any part
thereof, or any other act in apparent affirmance of
tenancy, operate as a waiver of the right to forfeit this
lease and the term hereby granted for the period still
unexpired, for a breach of any of the covenants herein.
EXTRA FIRE 14. There shall not be allowed, kept, or used on the
HAZARD Premises any inflammable or explosive liquids or
materials save such as may be necessary for use in the
business of the Lessee, and in such case, any such
substances shall be delivered and stored in amount, and
used, in accordance with the rules of the applicable
Board of Underwriters and statutes and ordinances now or
hereafter in force. Both parties understand that the
building has had and will continue to be used for
painting services and all such paint, solvents,
chemicals, and materials required for such services will
be present on the site.
DEFAULT BY 15. If default be made in the payment of the above
LESSEE rent, or any part thereof, or in any of the covenants
herein contained to be kept by the Lessee, Lessor may at
any time thereafter at his election declare said term
ended and reenter the Premises or any part thereof, with
or (to the extent permitted by law) without notice or
process of law, and remove Lessee or any persons
occupying the same, without prejudice to any remedies
which might otherwise be used for arrears of rent, and
Lessor shall have at all times the right to distrain for
rent due, and shall have a valid and first lien upon all
personal property which Lessee now owns, or may hereafter
acquire or have an interest in, which is by law subject
to such distraint, as security for payment of the rent
herein reserved.
NO RENT 16. Lessee's covenant to pay rent is and shall be
REDUCTION independent of each and every other covenant of this
OR SET OFF lease. Lessee agrees that any claim by Lessee against
Lessor shall not be deducted from rent nor set off
against any claim for rent in any action.
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RENT AFTER 17. It is further agreed, by the parties hereto, that
NOTICE OR after the service of notice, or the commencement of a
SUIT suit or after final judgement for possession of the
Premises, Lessor may receive and collect any rent
due, and the payment of said rent shall not waive or
affect said notice, said suit, or said judgement.
PAYMENT OF 18. Lessee will pay and discharge all reasonable
COSTS costs, attorney's fees and expenses that shall be made
and incurred by Lessor in enforcing the covenants and
agreements of this lease.
RIGHTS 19. The rights and remedies of Lessor under this lease
CUMULATIVE are cumulative. The exercise or use of any one or more
thereof shall not bar Lessor from exercise or use of any
other right or remedy provided herein or otherwise
provided by law, nor shall exercise nor use of any right
or remedy by Lessor waive any other right or remedy.
FIRE AND 20. In case the Premises shall be rendered untenantable
CASUALTY during the term of this lease by fire or other casualty,
Lessor at his option may terminate the lease or repair
the Premises within sixty (60) days thereafter. If Lessor
elects to repair, this lease shall remain in effect
provided such repairs are completed within said time. If
Lessor shall not have repaired the Premises within said
time, then at the end of such time the term hereby
created shall terminate. If this lease is terminated by
reason of fire or casualty as herein specified, rent
shall be apportioned and paid to the day of such fire or
other casualty.
XXXXXXXXX- 00. This lease is subordinate to all mortgages which may
TION now or hereafter affect the Premises.
PLURALS; 22. The words "Lessor" and "Lessee" wherever herein
SUCCESSORS occurring and used shall be construed to mean "Lessors"
and "Lessees" in case more than one person constitutes
either party to this lease; and all the covenants and
agreements contained shall be binding upon, and inure to,
their respective successors, heirs, executors,
administrators and assigns and may be exercised by his or
their attorney or agent.
SEVER- 23. Wherever possible each provision of this lease shall
ABILITY be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this
lease shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions
of this lease.
PURCHASE 24. Lessor agrees to provide Lessee an option to purchase
OPTION the premises under lease at any time of the Lessee's
choice for an amount equal to the higher of two
Appraisals from Appraisers of mutual choice of both
parties provided that the higher Appraisal is not more
than 110% of the lower Appraisal and provided further
that in no event shall the option price be less than
$1,250,000 plus the cost of the building addition and
building improvements contemplated by Section 25 hereof
(estimated at $500,000 for a total estimated floor option
price of $1,750,000). In the event that the higher
Appraisal is more
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than 110% of the lower Appraisal, the Appraisers shall
select a third Appraiser and the option price shall be
the average of the two Appraisals which are closest to
each other (but not less than the floor option price
mentioned above).
BUILDING 25. Lessor agrees to pay for improvements to the existing
ADDITION building located on the Premises in accordance with plans
and specifications to be submitted by Lessee and approved
by Lessor (at an estimated cost of $75,000) and a
building addition in accordance with plans and
specifications to be submitted by Lessee and approved by
Lessor (at an estimated cost of $425,000) with such
improvements to be constructed by a contractor selected
by the Lessee and approved by the Lessor. Where the
Lessor's approval is required herein, such approval shall
not be unreasonably withheld. At such time as the
building addition is sufficiently completed that the
Lessee begins occupancy of the Premises, the monthly
rental amount shall be increased by an amount determined
by multiplying the total cost of the improvements to the
existing building and the building addition including
construction period interest by 11% and dividing the
amount so determined by 12 to arrive at the monthly
rental adjustment. Lessor and Lessee also agree to
complete the Addendum attached hereto as Exhibit A to
document the rental adjustment.
RENT ESCA- 26. Lessor and Lessee agree that as of September 1, 1995
LATOR and on September 1 of each year thereafter during the
lease term, the monthly rental shall be increased. The
new monthly rental for each year shall be determined by
multiplying the monthly rental in effect at the end of
the immediately preceding lease year by 103% to arrive at
the monthly rental to be effective as of September 1 and
continuing for the next lease year.
EPA COM- 27. Lessor shall retain responsibility for the clean up
PLIANCE of any environmental contamination which existed prior to
Lessee's occupancy of the Premises including any clean up
required in connection with the underground storage tanks
which were located on the Premises when leased to the
Lessee. Lessee shall assume responsibility to comply with
all EPA regulations going forward and shall be
responsible for any contamination or clean up required as
a result of the Lessee's business operations.
CATER- 28. Both parties understand that should the Lessee's
PILLAR largest customer, Caterpillar, have a work stoppage,
STRIKE other than normal vacation, of any duration, that the
CLAUSE Lessee shall have the right to reduce its monthly lease
payment by 50% for 3 months. The amount of any rental
payment reductions pursuant hereto shall be due and
payable to Lessor 12 months following the end of the
reduction period.
WAIVER OF 29. Neither the Lessor nor the Lessee shall be liable to
SUBROGA- the other for loss arising out of damage to or
TION destruction of the leased premises or the building or
improvement of which the leased premises are a part or
with which they are connected or the contents thereof,
when such loss is caused by any of the perils which are
or could be included within or insured against by a
standard form of fire insurance policy with extended
coverage, including all risk type form and sprinkler
leakage insurance, if applicable. All such claims for any
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and all loss, however caused, are waived. Said absence of
liability shall exist whether or not the damage or
destruction is caused by the negligence or acts of either
Lessee or Lessor or by any of their respective agents,
servants, or employees. It is the intention and agreement
of the Lessor and the Lessee that the rentals reserved by
this lease have been fixed in contemplation that each
party shall fully provide his own insurance protection,
except as heretofore set forth, and that each party shall
look to his respective insurance carriers for
reimbursement of any such loss and that as a further
condition thereof no insurance carrier shall be entitled
to subrogation under any circumstances against any party
to this lease. Neither the Lessor nor the Lessee shall
have any interest or claim in the other's insurance
policy or policies, except as heretofore provided. The
foregoing release and waiver shall be in force only if
both releasers' insurance policies contain a clause that
such a release or waiver shall not invalidate the
insurance thereunder. Lessee agrees that all personal
property upon the premises shall be at the risk of the
Lessee only and Lessor shall not be liable for its damage
or theft regardless of the cause of such damage or theft.
This lease consists of 7 pages numbered 1 to 7, and a one page Addendum,
identified by Lessor and Lessee.
IN WITNESS WHEREOF, the parties hereto have executed this instrument as of
the Date of lease stated above.
LESSEE: XXXXXX METALCRAFT CO. LESSOR: MORTON WELDING CO., INC.
By____________________________ By________________________________
Xxxxxxx X. Xxxxxx, President Xxxxx X. Xxxxxxxxxxxx, President
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Exhibit A
ADDENDUM
Lessor and Lessee agree that the building addition contemplated by Section 25 of
the Lease Agreement between the parties dated September 1, 1994 was available
for occupancy by the Lessee on _____, 199___ and that the total cost of the
improvements to the existing building and the new addition was $____.
Accordingly, as of ____, 199___, the monthly rental under the Lease Agreement
shall increase by $________________ per month from the previous monthly
rental of $_______ per month to the new monthly rental of $per month. Further,
the parties agree that the floor option price under Section 24 of the Lease
Agreement shall be $______.
Dated this _____ day of ________________, 19___.
LESSEE: XXXXXX METALCRAFT CO. LESSOR: MORTON WELDING CO., INC.
By____________________________ By________________________________
Xxxxxxx X. Xxxxxx, President Xxxxx X. Xxxxxxxxxxxx, President
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AMENDMENT TO INDUSTRIAL BUILDING LEASE
XXXXXX WELDING CO., INC., as Lessor, and XXXXXX METALCRAFT CO., as
Lessee, entered into an Industrial Building Lease dated September 1, 1994 (the
"Lease") for the premises commonly known as 000 Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxx 00000.
Pursuant to Section 25 of the Lease, the Lessor paid for improvements
to the existing building and the Lessor and the Lessee have now agreed on the
completion of the Addendum attached to the Lease as Exhibit A. In connection
with the completion of Exhibit A, however, the Lessor and the Lessee agree to
use a capitalization rate of 11-3/4% rather than the 11% provided in the Lease.
Exhibit A attached hereto is hereby approved, authorized and ratified.
Except as herein modified, the parties hereto do hereby ratify and
confirm the Lease.
Dated as of this ____ day of May, 1995.
LESSEE: LESSOR:
XXXXXX METALCRAFT CO. MORTON WELDING CO., INC.
By Xxxxxxx X. Xxxxxx By Xxxxx X. Xxxxxxxxxxxx
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Xxxxxxx X. Xxxxxx, President Xxxxx X. Xxxxxxxxxxxx
President
President
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EXHIBIT A
ADDENDUM
Lessor and Lessee agree that the building addition contemplated by Section 25
of the Lease Agreement between the parties dated September 1, 1994 was
available for occupancy by the Lessee on November 15, 1994 and that the total
cost of the improvements to the existing building and the new addition was
$746,779.00. Accordingly, as of November 15, 1994, the monthly rental under the
Lease Agreement shall increase by $7,312.22 per month from the previous monthly
rental of $12,055.86 per month to the new monthly rental of $19,368.07 per
month. Further, the parties agree that the floor option price under Section 24
of the Lease Agreement shall be $1,996,779.00.
Dated this ______ day of May, 1995.
LESSEE: XXXXXX METALCRAFT CO. LESSOR: XXXXXX WELDING CO., INC.
By Xxxxxxx X. Xxxxxx By Xxxxx X. Xxxxxxxxxxxx
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Xxxxxxx X. Xxxxxx, President Xxxxx X. Xxxxxxxxxxxx, President
