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EXHIBIT 10.25
INDUSTRIAL BUILDING LEASE
CAUTION: Consult a lawyer before using or acting under this form. Neither the
publisher nor the seller of this form makes any warranty with respect thereto,
including any warranty for merchantability or fitness for a particular purpose.
(The Above Space For Recorder's Use Only)
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TERM OF LEASE
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BEGINNING ENDING
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JANUARY 9, 1998 JANUARY 8, 2003
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MONTHLY RENT DATE OF LEASE LOCATION OF PREMISES
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SEE ATTACHED RIDER JANUARY 9, 1998
3100 ▇▇▇▇ ▇▇▇▇▇▇▇▇, BELLWOOD, ILLINOIS
(APPROXIMATELY 66,289 SQUARE FEET)
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PURPOSE
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MANUFACTURING, STORAGE AND PROCESSING OF PAPER PRODUCTS AND PACKAGING MATERIALS
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NAME: o Packaging Products, Inc. NAME: o Arapahoe Properties, L.L.C.
ADDRESS: o ▇▇▇▇ ▇▇▇▇ Randolph ADDRESS: o ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇: ▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ CITY: o Des Plaines, IL 60018-3224
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.
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LEASE COVENANTS AND AGREEMENTS
1. RENT. Lessee shall pay Lessor or ▇▇▇▇▇▇'s agent as rent for the Premises the
sum stated above, monthly in advance, until termination of this lease, at
Lessor's address stated above or such other address as Lessor may designate in
writing.
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2. CONDITION AND UPKEEP OF PREMISES. Lessee has examined and knows the condition
of the Premises and has received the same in good order and repair, and
acknowledges that no representations as to 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.
3. LESSEE NOT TO MISUSE; SUBLET; ASSIGNMENT. Lessee will not allow Premises to
be used for any purpose that will increase the rate of insurance thereon, nor
for any purpose other than that 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,
or in part, by any other person, and will not sublet the same, or any part
thereof, nor assign this lease without in each case the written consent of the
Lessor (which will not unreasonably be withheld) first had, and Lessee will not
permit any transfer by operation of law of the interest in Premises acquired
through this lease, and will not permit 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 ten 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
of the Premises, except in each such case by written consent of Lessor (which
will not unreasonably be withheld); all alterations and additions to the
Premises shall remain for the benefit of Lessor unless otherwise provided in the
consent aforesaid.
4. MECHANIC'S LIEN. Lessee will not permit any mechanic's lien or 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 bill
therefor.
5. INDEMNITY FOR ACCIDENTS. Lessee covenants and agrees that he will protect and
save and keep the Lessor forever harmless and 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 al 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,
except to the extent caused by the gross negligence or willful misconduct of
Lessor or ▇▇▇▇▇▇'s failure to comply with the terms of this lease 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 provision hereof.
6. NON-LIABILITY OF LESSOR. Except as provided by Illinois statute, Lessor shall
not be liable for any damage occasioned by 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 other
otherwise, nor for any damages arising from acts or neglect of any owners or
occupants of adjacent or contiguous property.
7. WATER, GAS AND ELECTRIC CHARGES. Lessee will pay, in addition to the rent
above specified, all water rents, gas and electric light and power bills taxed,
levied or charged on the 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.
8. KEEP PREMISES IN REPAIR. Except as otherwise set forth herein, Lessor shall
not be obliged to incur any expense for repairing any improvements upon said
demised premises or connected therewith, and except as otherwise set forth
herein, the Lessee
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at his own expense will keep all improvements in good repair (injury by fire, or
other causes beyond ▇▇▇▇▇▇'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. ▇▇▇▇▇▇ will, as far as possible, keep said
improvements from deterioration ordinary wear and tear excepted. If ▇▇▇▇▇▇ 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.
9. ACCESS TO PREMISES. Lessee will allow Lessor free access to the Premises for
the purpose of examining or exhibiting the same, or to make any repairs, or
alterations thereof which Lessor may see fit to make and will allow to have
placed upon the Premises at all reasonable times notice of "For Sale" and "To
Rent", and will not interfere with the same. Notwithstanding the foregoing,
Lessor shall have immediate access to the Premises at any time in case of any
emergency.
10. ABANDONMENT AND RELETTING. If ▇▇▇▇▇▇ shall abandon or vacate the Premises,
or if ▇▇▇▇▇▇'s right to occupy the Premises be terminated by Lessor by reason of
Lessee's breach of any of the covenants herein, the same may be relet by Lessor
for such rent and upon such terms as Lessor may deem fit, subject to Illinois
statute; 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, ▇▇▇▇▇▇ agrees to satisfy and pay all deficiency monthly during the
remaining period of this lease.
11. HOLDING OVER. Lessee will, at the termination of this lease by 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 Five Hundred Fifty and No/Dollars ($550.00) 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 or 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.
12. EXTRA FIRE HAZARD. There shall not be allowed, kept, or used on the 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.
13. DEFAULT BY ▇▇▇▇▇▇. If default be made in the payment of the above 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.
14. NO RENT DEDUCTION OR SET OFF. Lessee's covenant to pay rent is and shall be
independent of each and every other covenant of this lease. ▇▇▇▇▇▇ agrees that
any claim by ▇▇▇▇▇▇ against ▇▇▇▇▇▇ shall not be deducted from rent nor set off
against any claim for rent in any action.
15. RENT AFTER NOTICE OR SUIT. It is further agreed, by the parties hereto, that
after the service or notice or the commencement of a suit or after final
judgment 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 judgment.
16. PAYMENT OF COSTS. Lessee will pay and discharge all reasonable costs,
attorneys' fees and expenses that shall be made and incurred by Lessor in
enforcing the covenants and agreements of this lease.
17. RIGHTS CUMULATIVE. The rights and remedies of Lessor under this lease 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.
18. FIRE AND CASUALTY. In case the Premises shall be rendered untenantable
during the term of this lease by fire or other casualty, Lessor at his option
may terminate the lease or repair the Premises within 60 days thereafter. If
Lessor elects to repair, this lease shall remove in effect provided such repairs
are completed within said time. If Lessor shall not have repaired the Premises
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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
casualty.
19. SUBORDINATION. This lease is subordinate to all mortgages which may now or
hereafter affect the Premises.
20. PLURALS; SUCCESSORS. The words "Lessor" and "Lessee" wherever herein
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.
21. SEVERABILITY. Wherever possible each provision of this lease shall 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.
If this instrument is executed by a corporation, such execution has been
authorized by a duly adopted resolution of the Board of Directors of such
corporation.
This lease consists of pages hereto have executed this instrument
this day and year first above written.
LESSOR: LESSEE:
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22. (A) The monthly rental for the term of the Lease is as follows:
DATE MONTHLY RENTAL
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Year One $19,217.62
Year Two $19,794.15
Year Three $20,387.97
Year Four $20,999.61
Year Five $21,629.60
23. Lessor shall maintain the exterior and structural parts of the building,
being the roof, walls, heating plant and boiler. Lessee shall undertake, at its
own expense, the removal of snow, care of the lawn, and the parking lot.
24. Lessee shall maintain and repair the interior of the Premises, and will keep
the Premises 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 the expense of the Lessee. Upon the termination of this
Lease, in any way, the Lessee will yield up the Premises to the Lessor, in good
condition and repair, loss by fire, other casualty and ordinary wear excepted,
and will deliver the keys therefor at the place of payment of said rent.
25. Lessor shall maintain all-risk fire and other casualty insurance on the
building and pay the premiums therefor; provided, however, if the rate of
insurance is increased as a result of the use and occupancy by the Lessee, then
the Lessee will pay the increase caused by ▇▇▇▇▇▇'s occupancy.
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The amount of such increase paid by the Lessee will be limited to that portion
of the increase caused solely by the Lessee's use and operation. The Lessor
agrees to furnish Lessee
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evidence of insurance coverage and Lessor agrees to increase the insurance
coverage to include structural improvements, made by ▇▇▇▇▇▇, that become a
permanent part of the building.
26. Lessor shall maintain the sprinkler system in good working condition at its
own expense and in compliance with the standards and requirements of the Fire
Insurance Association and other appropriate regulatory bodies. Lessor shall also
maintain portions of the building under its control in compliance with all
applicable Factory Insurance Association standards, and in compliance with all
applicable municipal ordinances. Provided, however, that the Lessee shall not be
excused from maintaining the interior of the Premises under its control.
27. No part of the building equipment or fixtures, including but not limited to
the fluorescent lights, bus bars and power boxes, shall be removed without the
written consent of the Lessor. Reasonable approval shall not be refused and
changes to be made will be submitted within sixty (60) days of the signing of
the Lease for Lessor approval.
28. Lessee covenants at all times to comply with all federal, state and local
environmental protective laws and regulations. In the event that the Lessee
violates any of the provisions of said laws, as a result of which the Lessor is
made a party defendant or charged by any governmental agency as being in
violation of said laws, as the result of the Lessee's use and occupancy of the
Premises, then the Lessee agrees to undertake and pay for the costs of defense
of the Lessor in any such proceeding, including the payment of reasonable
attorney's fees, court costs, and any damages or fines assessed, as a result of
the Lessee's breach of any such laws. Further, in the event of any
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such violation by the Lessee, the Lessor may, at its option, terminate this
Lease. Lessor shall have all rights against Lessee available to a landlord under
Illinois law.
29. If Lessee shall default in the performance of any covenant required to be
performed by virtue of any provision of this Lease at the expiration of ten (10)
days after written notice of such defaults without cure by ▇▇▇▇▇▇, the Lessor
may, but shall not be required to perform the same for the account and at the
expense of the Lessee. If Lessor at any time elects to pay any sum of money, or
do an act which will require the payment of any sum of money by reason of the
failure of the Lessee to comply with any provision hereof, or if Lessor incurs
any expense including reasonable attorney's fees in instituting, prosecuting or
defending any action or proceeding instituted by reason of any default of the
Lessee, the sum or sums so paid by Lessor (including any costs incurred by
performance pursuant to the first sentence hereof), with all interest, costs and
expenses, shall be deemed to be additional rent and shall be due from the Lessee
to the Lessor on the next regular monthly rental payment date following the
incurring of such expenses, together with interest at the rate of ten (10%)
percent per annum from the date of any such payment.
30. If the Premises shall be partially damaged by fire or other insured cause
the damages shall be repaired by and at the expense of Lessor, to the extent of
available insurance proceeds, and the rent, until such repairs shall be made,
shall be reduced in the proportion which the floor area of said part of the
demised Premises bears to the floor area of the entire demised Premises. Lessor
shall not be liable for the reasonable delay which may arise by reason of
adjustment of insurance on the part
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of Lessor or Lessee, and for reasonable delay related to such repairs or any
other cause beyond Lessor's control.
If the demised Premises are totally damaged or are rendered wholly untenantable
by fire or other cause, and if Lessor shall decide not to rebuild the same, or
if the building shall be so damaged that Lessor shall decide to demolish it,
then in any of such events, Lessor may, within ninety (90) days after such fire
or other cause, give Lessee written notice of such decision, and thereupon the
term of this Lease shall expire. Upon the expiration of said ninety-day (90)
period, Lessee shall thereupon vacate the demised Premises and surrender the
same to Lessor. Rent shall ▇▇▇▇▇ to the extent the Leased Premises are
untenantable.
31. In the event that the whole of the demised Premises shall be condemned or
taken in any manner for any public or quasi-public use, this Lease and the term
hereby granted shall forthwith cease and terminate as of the date of vesting of
title. In the event that only a part of the demised Premises shall be so
condemned or taken, then, effective as of the date of vesting of title, the rent
hereunder for such part shall be equitably abated in the same proportion that
the area of the part taken bears to the total floor area of the demised
Premises, and this Lease shall then continue as to such part not so taken;
provided that if the remaining portion of the Premises is reasonably
insufficient for ▇▇▇▇▇▇'s operation, Lessee shall have the right to terminate
the Lease.
In the event of any condemnation or taking of all or part of
the building, Lessor shall be entitled to receive the entire award in the
condemnation proceeding; provided, however, that the Lessee shall have the
right, at its sole cost and expense, to terminate this Lease if the remaining
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portion of the Premises is reasonably insufficient for ▇▇▇▇▇▇'s operation, and
in any event, the rent shall be reduced in proportion in which the floor area of
said part of the demised Premises so condemned bears to the floor area of the
entire demised Premises, and to assert a separate claim in any condemnation
proceeding for its personal property and tenants' and ▇▇▇▇▇▇'s improvements.
32. It is understood that any equipment of the Lessee installed in the Premises
during the term of this Lease, shall be and remain the property of the Lessee,
and the Lessee shall have the right to remove the same upon the termination of
the Lease, provided that any such removal shall be without any damage or
destruction to the Premises, and Lessee shall correct and restore the Premises
so affected to their original condition.
33. ▇▇▇▇▇▇ agrees to spend up to $75,000 using contractors reasonably approved
by Lessee to replace sections of the roof requiring repair and will commence
construction on the roof replacement within the first four (4) months of the
commencement date of Lease. ▇▇▇▇▇▇ further agrees to repair the front walkway
(sidewalk) to the front door of the Premises and the caulking around the windows
to the Premises, the cost of which shall be paid by Lessee amortized over a five
(5) year period and added to the monthly rental described in paragraph 1 of this
Rider.
34. Lessor intends to market the Premises for sale and has advised ▇▇▇▇▇▇, in
writing, of the terms on which ▇▇▇▇▇▇ intends to offer the Premises. ▇▇▇▇▇▇ has
declined to purchase the Premises and Lessor therefore has no further
obligations to present the Premises to Lessee for purchase. ▇▇▇▇▇▇ understands
that it is ▇▇▇▇▇▇'s intention to market the Premises for sale, and agrees to
grant
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reasonable access to the Premises to the Lessor, its agents and prospective
purchasers during normal business hours and for reletting purposes during the
last year of the Lease.
35. Regarding Paragraphs 8, 24 and 29, Lessor will be responsible for making and
paying costs for improvement required by the Americans with Disabilities Act
(ADA).
36. Regarding Paragraph 31 and 32, if more than 25% of Premises are taken or
become untenantable, Lessee shall have the right to terminate the Lease.
37. Notices intended for Lessor shall be as addressed as follows:
Arapahoe Properties, L.L.C.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Notices intended for Lessee shall be addressed as follows:
Packaging Products, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to :
IPC, Inc.
c/o Ivex Packaging Corporation
▇▇▇ ▇▇▇-▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
38. Upon execution of this Lease, the Industrial Building Lease, dated October
19, 1992, as amended, shall terminate and become null and void.
39. This Lease may be executed in counterparts, each of which shall be deemed an
original, and all of which, when taken together, shall constitute one Lease.
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LESSEE: LESSOR:
PACKAGING PRODUCTS, INC. ARAPAHOE PROPERTIES, L.L.C.
By: By:
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