EXHIBIT 10.15(e)
SUBLEASE AGREEMENT
This SUBLEASE AGREEMENT ("Sublease") is made effective as of the
15th day of December, 1998, between Ottawa River Steel Co., Inc., an Ohio
corporation ("Sublandlord") and Centennial Steel Processing, LLC, an Indiana
limited liability corporation ("Subtenant").
R E C I T A L S
A. Sublandlord executed a certain lease with Centerpoint
Properties Corporation, a Maryland corporation ("Landlord") dated as of November
10, 1995 (together with any amendments, addenda or extensions, the "Lease") for
the real property commonly referred to as Bays 11A and 11B ("Leased Property")
located on the land commonly known as 000 Xxxxxxxxxxx Xxxxxx, Xxxx, Xxxxxxx and
further described in the Lease. The Lease was amended through a certain lease
amendment dated June 1, 1996 ("Amendment").
B. Sublandlord desires to sublease and give to Subtenant and
Subtenant desires to sublease and take from Sublandlord the Leased Property.
C. All capitalized terms shall have the same meaning as set forth
in the Lease unless otherwise defined or stated herein.
NOW, THEREFORE, in consideration of the foregoing recitals and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Sublease. Sublandlord subleases and gives to Subtenant, and
Subtenant subleases and takes from Sublandlord, the Leased Property, together
with all rights, easements, licenses and privileges appurtenant thereto or
granted to Sublandlord pursuant to the Lease.
2. Term. The term of this Sublease ("Lease Term") shall commence
on December 15, 1998 ("Commencement Date") and expire on the Termination Date as
extended by the Amendment, and as may be extended by the exercise of the second
Renewal Term as stated therein.
3. Rent. Subtenant shall pay directly to Landlord during the
Lease Term, the Base Rent, any Additional Rent and any other costs and charges
required to be paid by Sublandlord under the Lease from and after the
Commencement Date of this Sublease (collectively, "Rent").
4. Assumption. Insofar as the provisions of the Lease do not
conflict with specific provisions contained in this Sublease, Subtenant shall be
bound by and shall perform all of Sublandlord's covenants, duties and
obligations under the Lease, which provisions shall be enforceable by
Sublandlord as well as Landlord.
Subtenant represents that Subtenant has read and is familiar with
the terms of the Lease.
5. Use. Subtenant shall use the Leased Property only for the
purposes permitted under the Lease.
6. Insurance.
(a) Subtenant shall, at its sole cost and expense, obtain and
maintain the insurance policies required under the Lease. Subtenant shall be
bound by the terms of the Lease with respect to such insurance requirements, and
shall name Sublandlord as an additional insured and/or loss payee as
Sublandlord's interest may appear.
(b) Sublandlord and Subtenant release each other from any and
all liability to the other or anyone claiming through or under them by way of
subrogation or otherwise for any loss or damage to the Leased Property suffered
by or caused by any of the perils covered by any casualty insurance policy. Each
party shall request that its insurer provide such waiver, and each party shall
obtain any special endorsements that may be required to evidence compliance with
the aforementioned waiver.
1. Compliance With Laws. Subtenant shall not violate and shall,
at its expense, comply with applicable laws and regulations relating to
Subtenant's use and occupancy of the Leased Property, including, but not limited
to, all laws and regulations relating to the protection of human health or the
environment.
2. Default by Subtenant. If Subtenant (i) fails to pay any Rent
when due; (ii) fails to perform or observe any other agreement or obligation
under this Sublease within ten (10) days after receipt of written notice from
the Sublandlord of such failure, unless such failure cannot be cured within the
ten (10) day period, in which case the Subtenant shall have begun to cure the
failure within the ten (10) day period and proceeded with diligence and in good
faith to accomplish the cure; or (iii) vacates or abandons the Leased Property
and leaves the same vacated or abandoned for a period of ten (10) days, then
Sublandlord may terminate this Sublease immediately and may exercise any and all
other rights and remedies available under applicable law.
3. Indemnification.
(a) In addition to any indemnification contained in the Lease,
Subtenant shall indemnify, defend and hold Sublandlord harmless from and against
any and all injuries, damages, claims, causes of action, suits, losses,
liabilities, costs or expenses, including reasonable attorneys' fees, caused by
or arising out of (i) Subtenant's use and occupancy of the Leased Property or
the Land; (ii) any act or omission of the Subtenant or its officers, directors,
employees, agents, licensees or invitees; or (iii) Subtenant's failure to fully
perform any agreement or obligation under the Lease or this Sublease.
(b) The indemnity obligations set forth herein shall survive
the termination of this Sublease.
1. Lease Status. This Sublease is subordinate and subject in all
respects to the Lease. If any agreement or obligation contained herein is
inconsistent with the Lease,
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the Lease shall be controlling. If the Lease terminates for any reason
whatsoever, this Sublease shall terminate on the same date that the Lease
terminates.
2. Notices. All notices or other communications required or
permitted under the terms of this Sublease shall be in writing and, unless and
until otherwise specified in a written notice by the party to whom notice is
intended to be given, shall be sent to the parties at the following respective
addresses:
If intended for Sublandlord: If intended for Subtenant:
Ottawa River Steel Co., Inc. Centennial Steel Processing, LLC
000 Xxxxxxx Xxxxxx 000 Xxxxxxxxxxx Xxxxxx, Xxxx 00X & 00X
Xxxxxx, Xxxx 00000 Gary, Indiana
Attn: Xxxxxx Xxxxxxxxx, Xx. Attn: Xxxx Xxxxxx
Centennial Steel, Inc.
000 Xxxxxxx Xxxx.
Xxxxxx, Xxx Xxxxxx 00000
Attn: Xxxx Xxxxxx
With a copy to: With copy to:
Xxxxxxxx, Loop & Xxxxxxxx, LLP Xxxxxx Xxxxxxxx, Esq.
North Courthouse Square 0000 Xxxxxxxx Xxxxx
0000 Xxxxxxx Xxxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Xxxxxx, Xxxx 00000-0000
Attn: Xxxx X. Xxxxxxx, Esq.
Notices may be given on behalf of any party by its legal counsel. Each notice or
other communication shall be deemed to have been properly given for all purposes
if (i) delivered against a written receipt of delivery, (ii) delivered to a
nationally recognized overnight courier service for next business day delivery,
to its addressee at such party's address as set forth above. Each such notice or
other communication shall be deemed to have been given upon actual receipt or
refusal by the addressed.
3. Representations, Warranties and Covenants of Sublandlord.
Sublandlord makes the following representations, warranties and agreements:
(a) Attached hereto as Exhibit "A" is a true, complete and
correct copy of the Lease and all amendments thereto.
(b) Sublandlord shall comply with all of its obligations as
tenant under the Lease.
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1. Binding Effect. This Sublease and all of the agreements and
obligations herein contained shall be binding upon and shall inure to the
benefit of the legal and personal representatives, successors and assigns of
each of the parties.
2. Incorporation by Reference. All recitals, exhibits, amendments
and addenda attached hereto are hereby incorporated into this Sublease by
reference and made a part hereof.
3. Counterparts. This Sublease may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall be but one and the same document.
4. Governing Law. This Sublease shall be construed and enforced
in accordance with the laws of the state where the Leased Property is located.
5. Force Majeure. If either party hereto is delayed in or
prevented from performing any act required hereunder by reason of strikes,
lockouts, labor troubles, inability to procure materials, failure of power,
restrictive governmental laws or regulations, riots, insurrection, war or other
reason not the fault of the party delayed in performing work or doing acts
required under this Sublease, then performance of such acts shall be excused for
the period of the delay and the period for the performance of any such acts
shall be extended for a period equivalent to the period of such delay.
6. Conditions Precedent. This Sublease is expressly contingent
upon the satisfaction of the following conditions precedent:
(a) Landlord shall have given its written consent to this
Sublease;
(b) Sublandlord, Subtenant, Meridian National Corporation, a
Delaware corporation ("Meridian"), and Consolidated Fabricators Corp., a
California corporation ("Consolidated"), shall have entered into a certain
Purchase and Sale Agreement for the sale of certain equipment located at the
Leased Property from Sublandlord to Subtenant ("Purchase and Sale Agreement") as
guaranteed absolutely and unconditionally by Meridian; and
(c) Consolidated shall have entered into a certain Corporate
Guaranty Agreement ("Guaranty") in favor of Sublandlord, absolutely and
unconditionally guaranteeing Subtenant's performance under this Sublease and
under the Purchase and Sale Agreement.
If any of the conditions precedent listed in this section are not
satisfied within thirty (30) days after the date of the last signature of this
Sublease, this Sublease, the Purchase and Sale Agreement and the Guaranty shall
be deemed null and void and no party hereto or thereto shall have any further
obligation or liability hereunder or thereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this
Sublease effective as of the date first above written.
Signed and acknowledged in the
presence of: OTTAWA RIVER STEEL CO., INC.
Sign here /s/ Xxxxxx Xxxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Print here Xxxxxx Xxxxxxxxxxxx Title: President
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Sign here /s/ Xxxxx X. Xxxxxx Date: 12/7/98
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Print here Xxxxx X. Xxxxxx
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CENTENNIAL STEEL PROCESSING, LLC
Sign here /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxx
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Print here Xxxxxxx X. Xxxx
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Title: General Manager
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Sign here /s/ Xxxxx X. Xxxxx
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Print here Xxxxx X. Xxxxx Date: 11/30/98
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STATE OF OHIO )
) SS.
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 7th day
of December, 1998 by Xxxxxxx X. Xxxxxxx, the President of Ottawa River Steel
Co., Inc., an Ohio corporation, on behalf of the corporation.
/s/ Xxxxx X. Xxxxxx (Xxxxxx)
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Notary Public
My Commission Expires: 9/11/99 (SEAL)
STATE OF NEW JERSEY )
) SS.
COUNTY OF CAMDEN )
The foregoing instrument was acknowledged before me this 30th day
of November, 1998 by Xxxxxxx X. Xxxxxx, the General Manager of Centennial Steel
Processing, LLC, an Indiana limited liability corporation, on behalf of the
corporation.
/s/ Xxxx Xxxx
--------------------------------
Notary Public
My Commission Expires: 12/11/2001 (SEAL)
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