Exhibit 10.15
------------------------------------------
TERM OF LEASE
---------------------------------------
BEGINNING ENDING Above Space for Recorder's use only
----------------------------------------
November 19, 1999 November 18, 2002
--------------------------------------------------------------------------------
DATE OF LEASE LOCATION OF PREMISES
November 19, 1999 6451 W. 00/xx/ Xxxxxx
Building identified as "High One Story
Building w/ Inground Downspouts"
shown on the attached Plat of Survey
(hereinafter referred to as "Premises").
Lessor agrees also to provide Lessee six
(6) parking spaces sufficient to
park six (6) tractor trailers
------------------------------ ----------------------------
PURPOSE
--------------------------------------------------------------------------------
LESSEE LESSOR
NAME .Packaging Dynamics, L.L.C. NAME 6501 Corporation, Attn: Xxxx Xxxx
ADDRESS .3900 West 43rd Street ADDRESS 0000 Xxxxx Xxxx
XXXX .Xxxxxxx, Xxxxxxxx 00000 CITY Xxxxxxx, 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 purposes designated above (the "Premises"), together with the
appurtenances thereto, for the above Term.
LEASE COVENANTS AND AGREEMENTS
1. RENT AND SECURITY DEPOSIT. Except for the period of November 19,1999 to
December 18, 1999, Lessee shall pay Lessor or Lessor's agent as rent for the
Premises the sum stated on the attached Schedule 1 (along with the separately
stated charge of for taxes and common area maintenance shown on schedule 1
(hereinafter referred to as "Tax Charges")), monthly in advance, until lawful
termination of this lease, at Lessor's address stated above or such other
address as Lessor may designate in writing. For the period of November 19,1999
to December 18, 1999, Lessor agrees that Lessee may occupy the Premises at no
charge. All charges imposed under this paragraph will be deemed rent. Lessor and
Lessee agree that the total square foot of the Premises is 48,700.
Lessee agrees that any and all installments of rent accruing under the
provisions of this Lease, which shall not be paid when due, shall bear interest
at the rate of five percent (S%) per annum in excess of the prime rate charged
by a principal bank in Chicago, Illinois, to its commercial borrowers as
determined on the first date of a delinquency from the day when the same is or
are payable by the terms of this Lease, until the same shall be paid; provided
if any installment or installments of said rent shall become due on a Sunday or
legal holiday the same shall be paid without interest on the next succeeding
regular business day.
Lessee herewith deposits with Lessor $18,871.25 as security for the
performance by Lessee of every covenant and condition of this Lease. Said
deposit may be commingled with other funds of Lessor, but shall bear interest at
the rate of five (5) percent per annum. If Lessee shall default with respect to
any covenant or condition of this Lease, Lessor may apply the whole or any part
of such security deposit, including any interest earned, to the payment of any
sum in default or any sum which Lessor may be required to spend by reason of
Lessee's default. This includes, but is not limited to, applying the security
deposit first to any restoration and/or cleanup costs necessary over and above
normal wear and tear of the vacated space. It is understood that the security
deposit is not to be considered as the last month's rent under the Lease. Should
Lessee comply with all of the covenants and conditions of this Lease, the
security deposit or any balance thereof shall be returned to Lessee at the
expiration of the Term hereof.
2. OPTION TO RENEW. Lessee shall have the option to renew the term of this
Lease by an additional two years, if Lessee is not in breach of this lease, by
sending to Landlord a written notice of its agreement to exercise its option
hereunder, signed by Lessee's authorized agent, no later than six months prior
to the expiration of the term set forth above. In the event Lessee exercises its
option under this paragraph, the terms of the lease for the additional two year
extension will remain the same except that rent and the Tax Charges for each
year will increase by the then most recent percentage increase in the Consumer
Price Index published by the Federal Government.
3. CONDITION AND UPKEEP OF PREMISES. Lessor promises to Lessee (a) that all
existing structural elements and systems of, and improvements to, the Premises
including, but not limited to, the plumbing, fire sprinkler system, lighting,
electrical systems, boiler, doors, loading docks, windows, driveways, access to
public roads, parking lots and sidewalks shall be in good operating condition on
the commencement date and shall comply with all applicable laws, rules,
regulations, ordinances and building and zoning codes in effect and applicable
to the Premises on the commencement date, and (b) that the Premises contain an
adequate heating system, a new bathroom facility and adequate ceiling and wall
insulation. Lessor agrees that during the term of this Lease, it will keep and
maintain in working order the existing structural elements of the Premises,
including the roof and all driveways, access to public roads, parking lots and
sidewalks of the Premises and Lessee will maintain and keep in good working
order all other portions of the Premises, including,
but not limited to the plumbing, fire sprinkler system, lighting, electrical
systems, boiler, doors, loading docks and windows. 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 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, casualty and ordinary wear and tear excepted.
4. LESSEE NOT TO MISUSE; SUBLET; ASSIGNMENT. Lessee may use and occupy the
Premises for light manufacturing, warehousing, shipping and office use. 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 express written consent of the Lessor 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.
Notwithstanding the foregoing, at any time and from time to time, Lessee
may, without Lessor's consent, assign this Lease to a direct or indirect
wholly-owned subsidiary or an affiliate. At any time and from time to time,
Lessee may freely mortgage, pledge or otherwise encumber its interest in the
Premises. Any such mortgage, pledge or other encumbrance shall be referred to as
a "Leasehold Mortgage," which Leasehold Mortgage shall at no time be a lien on
Lessor's interest in the Premises. The holder of any leasehold mortgage
("Leasehold Mortgage") may give written notice to Lessor, specifying the name
and address of the mortgagee under such Leasehold Mortgage (the "Leasehold
Mortgagee") and attaching thereto a true and complete copy of such Leasehold
Mortgage, and if such notice shall be given, thereafter Lessor shall give to
such Leasehold Mortgagee notice of any and all defaults and nonperformance
hereunder not later than the first to occur of (i) the time such notice is given
to Lessee and (ii) the time of the declaration of any default, or the exercise
of any remedy hereunder, addressed to such Leasehold Mortgage at its address
last furnished to Lessor in writing. No such notice by Lessor to Lessee
hereunder shall be deemed to have been duly given unless and until a copy
thereof has been delivered or mailed to such Leasehold Mortgagee. Such Leasehold
Mortgagee, after service of a further notice from Lessor to Leasehold Mortgagee
that Lessee's applicable cure period has expired ("Lessor's Notice"), shall
thereupon have a period of
forty-five (45) days from Leasehold Mortgagee's receipt of Lessor's Notice for
remedying the default or causing the same to be remedied except that in the case
of non-payment of rent, Leasehold Mortgagee shall have no more than Thirty (30)
days to cure all rent due but not paid, regardless of other provisions in this
lease to the contrary. Such Leasehold Mortgagee, in case Lessee shall be in
default hereunder, shall within the period and otherwise as herein provided,
have the right to remedy such default, or cause the same to be remedied. Lessor,
within the aforesaid period, shall accept performance by any such Leasehold
Mortgagee of any covenant, condition, or agreement on Lessee's part to be
performed hereunder with the same force and effect as though performed by
Lessee. Lessor shall not exercise any right or remedy with respect to any
default in respect of the performance of work required to be performed, or acts
to be done, or conditions to be remedied so long as such Leasehold Mortgagee
shall, in good faith, have commenced promptly to rectify the same and shall
thereafter prosecute the same to completion with diligence and continuity,
provided that all such defaults are cured within forty-five (45) days from the
date of Lessor's Notice or, if such non-monetary default is not reasonably
curable within such forty-five day period, the Leasehold Mortgagee shall
promptly commence a cure and the Leasehold Mortgagee shall complete such cure
within one hundred eighty (180) days after such date, except that with respect
to defaults relating to the non-payment of rent, the cure period set forth above
will apply. No Leasehold Mortgagee shall become liable under the provisions of
this Lease unless and until such time as it becomes the owner of the leasehold
estate covered by its mortgage, and then only for obligations arising during the
time it is the owner of such leasehold estate; provided, however, that the
-------- -------
preceding portion of this sentence shall not limit or restrict in any way
Lessor's authority to terminate this Lease as against any Leasehold Mortgagee
(subject to the provisions hereof) if any default hereunder (including, without
limitation, any default in the payment of rent) has not been completely cured
within the cure period specified herein. In case of termination of this Lease by
reason of an event of default hereunder, Lessor shall give notice thereof
simultaneously to such Leasehold Mortgagee, which notice shall be addressed to
such Leasehold Mortgagee at the address last furnished to Lessor in writing as
above provided. Provided that the Lease was terminated as the result of an event
of default which was personal to Lessee and therefore not curable by the
Leasehold Mortgagee, if such Leasehold Mortgagee notifies Lessor in writing,
within thirty (30) days after the giving of such notice of termination by Lessor
as aforesaid, that it desires to enter into a new lease, Lessor shall execute
and deliver such new lease to such Leasehold Mortgagee for the remainder of the
term of this Lease, at the rent and other charges herein reserved and upon the
covenants, conditions, limitations and agreements herein contained, provided
that such Leasehold Mortgagee shall have paid to Lessor all rent and other
charges due under this Lease and shall have paid to the appropriate authority
any other charges to be paid by Lessee hereunder, up to and including the date
of the commencement of the term of such new lease. Nothing herein contained
shall be deemed to impose any obligation on the part of Lessor to deliver
physical possession of the Premises or any part thereof to such Leasehold
Mortgagee; provided, however, that Lessor shall cooperate with such Leasehold
-------- -------
Mortgagee (by joining as a party in any appropriate action or proceeding or
otherwise) at the sole cost and expense of such Leasehold Mortgagee, and at no
cost, expense or liability to Lessor, for the purpose of
enabling such Leasehold Mortgagee to obtain such possession of the Premises. The
Leasehold Mortgagee shall not be required to cure any event of default which is
exclusively personal to Lessee and which the Leasehold Mortgagee has no power to
cure (such as, for example, the bankruptcy of Lessee), as a prerequisite to the
exercise of the rights granted to such Leasehold Mortgagee by the provisions of
this Section. Except as aforesaid, such Leasehold Mortgagee shall remedy all
other events of default hereunder. Any such new lease and the leasehold estate
thereby created shall continue to maintain the same priority as the within Lease
with regard to any mortgage on the Premises or any part thereof or any other
lien, charge or encumbrance thereon caused or made by Lessor whether or not the
same shall then be in existence. The provisions of the preceding sentence are
intended to be self-executing, and Lessor shall not be obligated to expend any
funds or take any other action (other than to execute any documents reasonably
required any title company, at no expense to Lessor) to accomplish or obtain
such priority for any such new lease or leasehold estate. Notwithstanding the
provisions of this Section 4, any Leasehold Mortgagee may foreclose on its
mortgage or accept a deed in lieu of foreclosure without the necessity of
complying with the provisions of hereof; provided, however, that following any
-------- -------
such foreclosure or acceptance of a deed in lieu of foreclosure, the Premises
may be used only for the use and purposes set forth herein, and for no other
purposes without the written consent of Lessor. Each party hereby covenants and
agrees with the other that it shall, within fifteen (15) days after written
notice shall have been given by the other requiring a statement of the status of
the Lease, give such statement in writing indicating whether the Lease is in
good standing, and if it is not, the particulars in which it is not, and failure
within said period of fifteen (15) days to give such written reply shall
constitute a representation that the Lease is in good standing, upon which
representation any person, after the expiration of said fifteen (15) days, may
rely as being true and correct. Upon the written consent of Lessor, which
consent shall not be unreasonably withheld, Lessee shall have the right to
sublet all or any portion of the Premises for any lawful purpose and for
purposes not in contravention of zoning regulations or of any conditions,
covenants, easements or reservations of record affecting the Premises. Lessee
shall at all times, notwithstanding any such subletting, remain directly and
primarily liable to Lessor for the full and faithful performance of all of the
terms and provisions thereof.
5. MECHANIC'S LIEN. Lessee will not permit any mechanic's lien or other 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 sixty (60) 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.
6. 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 either occasioned
by the neglect or action of Lessee its agents, officers, directors, employees or
invitees 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, including but not limited to attorneys
fees and costs, arising out of or from any accident or other occurrence on or
about the Premises, causing injury to any person or property which is caused by
the neglect or action of Lessee its agents, officers, directors, employees or
invitees or those holding under Lessee 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, including but not limited to
attorneys fees and costs, arising out of any failure of Lessee in any respect to
comply with and perform all the requirements and provision hereof. This
indemnity shall not apply to any liabilities, obligations, claims, damages,
penalties, causes of action, costs and expenses resulting from the actions or
omissions of Lessor, its employees or agents.
7. NON-LIABILITY OF LESSOR. Except as provided herein or by Illinois stature,
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
or otherwise, nor for any damages arising from acts or neglect of any owners or
occupants of adjacent or contiguous property.
8. 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 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.
9. KEEP PREMISES IN REPAIR. Except for Lessor's agreement to keep in a good
operating condition the structure of the premises as herein provided, Lessor
shall not be obliged to incur any expense for repairing any improvements upon
said demised 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, normal wear and tear excepted) and will comply in all
material respects with all local or general regulations, laws and ordinances
applicable thereto, as well as lawful requirements of all competent authorities
in that behalf. If Lessee does not make repairs as required hereunder promptly
and adequately, Lessor may but need not make such repairs and pay the reasonable
costs thereof, and the reasonable costs shall be so much additional rent
immediately due from and payable by Lessee to Lessor.
It is expressly understood and agreed that the Lessor shall not be liable
to the Lessee for any loss, cost or expense which the Lessee shall sustain by
reason of any damage at any time to its property caused by or growing out of the
failure of the sewers, structures, or other equipment of the Lessor located on
the Premises, or by any other work which the Lessor may perform on the Premises
under the terms hereof, or adjacent to the Premises except for the gross
negligence or willful misconduct of Lessor.
10. 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 times notice of "For Sale" and "To Rent" and
will not interfere with the same.
The Lessor reserves to itself or to its assignees or permittees at any time
during the term of this Lease, upon thirty (30) days written notice given by the
Lessor to the Lessee, the right to construct, reconstruct, maintain, and operate
additional force mains, intercepting sewers, drains, outlets, pipe lines, pole
lines, and appurtenances thereto; and such other structures, buildings,
apparatus, and water control equipment as may be needed for the corporate
purposes of the Lessor upon, under, and across the Premises. Any such
construction shall not materially interfere with Lessee's use of the Premises.
11. ABANDONMENT AND RELETTING. If Lessee shall abandon or vacate the Premises,
or if Lessee'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 re-let 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, Lessee agrees to satisfy and pay all deficiency monthly during the
remaining period of this lease.
12. 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 eight hundred and sixty seven dollars and twenty six cents
($867.26) 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.
13. 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
statutes and ordinances now or hereafter in force.
14. MORTGAGE AND TRANSFER. Lessor shall have the right to transfer, Premises,
the Building, this Lease, and all or any part of the rights now or thereafter
existing and all rents and amounts payable to Lessor under the provisions
hereof, provided the transferee assumes all of Lessor's future obligations under
this Lease and recognizes any of Lessee's rights hereunder. Nothing herein
contained shall limit or restrict any such rights, and the rights of the Lessee
under this Lease shall be subject and subordinate to all instruments executed
and to be executed in connection with the exercise of any such rights,
including, but not limited to, the lien of any mortgage, deed of trust, or
security agreement now or hereafter placed upon Lessor's interest in the
Premises, provided the transferee assumes all of Lessor's future obligations
under this Lease and recognizes any of Lessee's rights hereunder. This paragraph
shall be self-operative. However, Lessee covenants and agrees to execute and
deliver upon demand such further instruments subordinating this Lease to the
lien of any such mortgage, deed of trust or security agreement as shall be
requested by the Lessor and/or mortgagee or proposed mortgagee or holder of any
security agreement. Notwithstanding the foregoing paragraph, Lessee shall not be
disturbed in its possession of the Premises so long as Lessee is not in default
hereunder or in material breach hereof.
Lessee covenants and agrees promptly to execute and deliver to Lessor upon
demand estoppel letters setting forth (i) the date of this Lease and any
amendments thereto, (ii) the date through which rents have paid hereunder, (iii)
the amount of any security deposit held by Lessor, (iv) that Lessee is in
occupancy of the Premises, (v) that the Lease is in full force and effect, (vi)
that Lessor is not in default under the Lease and that there are no defenses or
offsets against the enforcement thereof, or setting forth such defaults,
defenses or offsets claimed by Lessee, and (vii) any other information which
Lessor or its mortgagee may reasonably require.
15. DEFAULT BY LESSEE. If default be made in (a) the payment of the above rent,
or any part thereof and such default shall continue for ten (10) days after
written notice to Lessee; or (b) in any of the material covenants herein
contained to be kept by the Lessee and such default shall continue for thirty
(30) days after written notice to Lessee, Lessor may at any time, during the
continuation of such default, at his election, declare said term ended and
re-enter 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.
No receipt of money by Lessor from Lessee after the expiration or
termination of this lease or after the service of any notice or after the
commencement of any suit, or after final judgment for
possession of the Premises shall reinstate, continue or extend the Term of this
Lease or affect any such notice, demand or suit.
16. INSURANCE. The Lessee, prior to entering upon the Demised Premises and
using the same for the purpose for which this Lease is granted, shall procure,
maintain and keep in force at Lessee's expense, public liability property damage
insurance in which the Lessor is named as an additional insured and fire and
extended coverage and all risk property insurance in which the Lessor is named
as the Loss Payee. Said insurance shall have policies with limits of not less
than:
COMPREHENSIVE GENERAL LIABILITY
Combined Single Limit Bodily Injury Liability
Property Damage Liability
in the amount of not less than $1,000,000.00
ALL RISK PROPERTY INSURANCE
in the amount of not less than $1,000,000.00
FIRE AND EXTENDED COVERAGE
In an Amount Not Less Than the Replacement Cost of Improvements
Prior to entering upon said Demised Premises, the Lessee shall furnish to
the Lessor certificates of such insurance or other suitable evidence that such
insurance coverage has been procured and is maintained in full force and effect.
Upon Lessor's written request, Lessee shall provide Lessor with copies of the
actual insurance policies within ten (10) days of Lessor's request for same.
Such certificates and insurance policies shall clearly identify the Demised
Premises and shall provide that no change, modification in or cancellation of
any insurance shall become effective until the expiration of thirty (30) days
after written notice thereof shall have been given by the insurance company to
the Lessor.
17. ENVIRONMENTAL. The Lessee agrees that if at any future date it desires to
dispose of sewage, industrial wastes or other water-carried wastes from the
Premises, it will discharge the said sewage, industrial wastes or other
water-carried wastes into an intercepting sewer owned by or tributary to the
sewerage system of the Lessor. Lessee will make application and secure the
necessary permits from all governmental and regulatory agencies having
jurisdiction thereof before discharging any of the aforesaid industrial waste or
other hazardous wastes into any intercepting sewers.
Lessee, for itself, its heirs, executors, administrators, successors and
assigns, covenants that to the extent that any hazardous materials are
manufactured, brought upon, placed, stored, transferred or distributed upon or
within the Premises by Lessee, or its subtenant or assigns, or
any of their agents, servants, employees, contractors or subcontractors, same
shall be done in strict compliance with all environmental laws applicable now or
in the future to the Premises.
Construction or installation of new or reconstruction of existing
underground storage tanks and underground interconnecting conveyance facilities
for any material or substance is not permitted without the advance written
consent of the Lessor.
Lessee shall use the Premises only for purposes expressly authorized by
this Lease. Lessee will not do or permit any act that may impair the value of
the Premises or any part thereof or that could materially increase the dangers,
or pose an unreasonable risk of harm, to the health or safety of persons to
third parties (on or off the Premises) arising from activities thereon, or that
could cause or threaten to cause a public or private nuisance on the Premises or
use the Premises in any manner (i) which could cause the Premises to become a
hazardous waste treatment, storage, or disposal facility within the meaning of,
or otherwise bring the Premises within the ambit of, the Resource Conservation
and Recovery Act of 1976, Section 6901 et seq. of Title 42 of the United States
Code, or any similar state law or local ordinance, (ii) so as to cause a release
or threat of release of Hazardous Materials from the Premises within the meaning
of, or otherwise bring the Premises within the ambit of, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, Section 9601 et
seq. of Title 42 of the United States Code, or any similar state law or local
ordinance or any other Environmental Law or (iii) so as to cause a discharge of
pollutants or effluents into any water source or system, or the discharge into
the air of any emissions, which would require a permit under the Federal Water
Pollution Control Act, Section 1251 of Title 33 of the United States Code, or
the Clean Air Act, Section 741 of Title 42 of the United States Code, or any
similar state law or local ordinance.
In consideration of the execution and delivery of this Lease, the Lessee
indemnifies, exonerates, and holds the Lessor and its officers, officials,
directors, employees, and agents ("Indemnified Parties") free and harmless from
and against any and all actions, causes of action, suits, losses, costs,
liabilities and damages and expenses incurred in connection with any of these
(irrespective of whether any such Indemnified Party is a party to the action for
which indemnification is here sought), including reasonable attorney's fees,
costs and disbursements, incurred by the Indemnified Parties as a result of or
arising out of or relating to (i) the imposition of any governmental lien for
the recovery of environmental cleanup costs expended by reason of Lessee's
activities, or (ii) any investigation, litigation, or proceeding related to any
environmental response, audit, compliance, or other matter relating to the
protection of the environment by reason of Lessee's activities; or (iii) the
release or threatened release by Lessee, its subsidiaries, or its parent
company, of any hazardous materials, or the presence of hazardous materials on
or under the Premises as a result of Lessee's activities, or any property to
which the Lessee, its parent company or any of its subsidiaries has sent
hazardous materials (including any losses, liabilities, damages, injuries,
costs, expenses, or claims asserted or arising under any
environmental law), regardless of whether caused by or within the control of the
Lessee, its parent company or its subsidiaries, provided that, to the extent
lessor is strictly liable under any environmental laws, Lessee's obligation to
Lessor under this indemnity shall be without regard to fault on the part of the
Lessee with respect to the violation of law by Lessee which results in liability
to Lessor.
Lessee shall defend, indemnify, save and keep harmless the Indemnified
Parties against any loss, damage, cost, lien or expense which they may suffer,
incur or sustain or for which it may become liable, growing out of any injury to
or death of persons or loss or damage to property which shall at any time during
the term of this Lease be caused by or resulting from the migration of hazardous
materials from the Premises to adjacent properties which were caused by Lessee
or the result of Lessee's activities. In case any action, suit, proceeding or
investigation shall be commenced against one or more of the Indemnified Parties
growing out of any such loss, damage, cost or expense, the Lessee shall give
immediate written notice of the same to the Lessor, and Lessee shall attend to
the defense of the same and save and keep harmless the Indemnified Parties from
all expense, attorney's fees, costs, disbursements and liabilities in any manner
growing out of, pertaining to or connected therewith.
In consideration of the execution and delivery of this Lease, the Lessor
indemnifies, exonerates, and holds the Lessee and its officers, officials,
directors, employees, and agents (the "Lessee Indemnified Parties") free and
harmless from and against any and all actions, cause of action, suits, losses,
costs, liabilities and damages and expenses incurred in connection with any of
those (irrespective of whether any such Lessee Indemnified Party is a party to
the actions for which indemnification is here sought), including reasonable
attorney's fees, costs and disbursements, incurred by the Lessee Indemnified
Parties as a result of or arising out of or relating to (i) the imposition of
any governmental lien for the recovery of environmental cleanup costs expended
by reason of Lessor's activities during the term hereof, or (ii) any
investigation, litigation, or proceeding related to any environmental response,
audit, compliance, or other matter relating to the protection of the environment
resulting from Lessor's activities during the term hereof, or (iii) the release
or threatened release by Lessor of any hazardous materials, or the presence as a
result of Lessor's activities of hazardous materials on or under the Premises
(including any losses, liabilities, damages, injuries, costs, expenses, or
claims asserted or arising under any environmental law).
Lessor shall defend, indemnify, save and keep harmless the Lessee
Indemnified Parties against any loss, damage, cost, lien or expense which they
may suffer, incur or sustain or for which it may become liable, growing out of
any injury to or death of persons or loss or damage to property which shall at
any time during the term of this Lease be caused by or resulting from the
migration of hazardous materials from the Premises to adjacent properties which
were caused by Lessor or the result of Lessor's activities. In case any action,
suit, proceeding or investigation
shall be commenced against one or more of the Lessee Indemnified Parties growing
out of any such loss, damage, cost or expense, the Lessor shall give immediate
written notice of the same to the Lessee, and Lessor shall attend to the defense
of the same and save all keep harmless the Lessee Indemnification Parties from
all expense, attorney's fees, costs, disbursement and liabilities in any manner
growing out of, pertaining to or connected therewith.
18. 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. 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.
19. RENT AFTER NOTICE OR SUIT. It is further agreed, by the parties hereto,
that after the service of 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.
20. PAYMENT OF COSTS. Lessee will pay and discharge all reasonable costs,
attorney's fees and expenses that shall be made and incurred by Lessor in
enforcing the covenants and agreements of this lease. In the event Lessor
commences any legal proceeding or action for the payment of rent, forcible
detainer or violation of the terms hereof, Lessee knowingly and voluntarily
waives any right to a jury trial and waives any right of, and agrees Lessee is
prohibited from, filing any counterclaims in such proceeding or action.
21. 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.
22. FIRE AND CASUALTY. (a) If the whole of the Premises, or so much thereof,
including however, a portion of the buildings, structures and improvements,
shall be taken or condemned for a public or quasi-public use or purpose by any
competent authority, and as a result thereof the balance of the Premises cannot
be used for the same purpose as expressed in Section 3 hereof, then the term of
this Lease shall terminate when possession of the Premises shall be so taken and
surrendered, and any award, compensation or damages shall be paid to and be the
sole property of Lessor (except for that portion allocable to Lessee's
machinery, equipment, trade fixtures and personalty). If a material part of the
Premises shall be so taken or condemned, as determined by Lessee in its
reasonable discretion, Lessee shall have the option to terminate this Lease. If,
as a result of such partial condemnation, Lessee determines, in its reasonable
discretion, that the balance of the Premises can be used by Lessee for the same
purpose as expressed herein, then Lessee shall be entitled to have the rent,
additional rent, taxes and other obligations hereunder
adjusted to reflect limitations in space available for Lessee's use and Lessor
shall be entitled to retain the entire award; provided, however, that Lessor
shall only be obligated to repair and restore the Premises and all buildings,
structures and improvements thereon to a complete architectural unit to the
extent of the amount of the award. (b) In the event of damage to or destruction
of an immaterial part of the buildings, structures or improvements located on
the Premises by fire, windstorm, or other casualty, and in which Lessor is
obligated under this Lease to repair, restore or rebuild, Lessor shall cause the
Premises to be repaired, restored or rebuilt with all reasonable dispatch. Any
insurance proceeds covering such fire, windstorm or other casualty shall be made
available to Lessor for such repair or restoration. In case the Premises shall
be rendered materially untenantable during the term of this lease by fire or
other casualty and such fire or casualty is not the result of Lessee's breach of
the Lease, Lessee shall have the option to either (i) terminate the Lease, in
which event insurance proceeds covering such casualty (excluding insurance
proceeds covering Lessee's machinery, equipment, trade fixtures and personal
property or as part of the recovery under a general casualty policy where a
specific portion of such proceeds is allocable to such property of Lessee) shall
be paid to Lessor, or (ii) elect to have the sum of insurance proceeds covering
such casualty made available to Lessor for the reconstruction or repair of any
building, structure or improvement so damaged or destroyed; provided, however,
-------- -------
that if the amount of proceeds shall be insufficient for the reconstruction or
repair and refurnishing of any building or structure damaged or destroyed, as
aforesaid, Lessor shall not be obligated to make such repairs or reconstruction
unless Lessee provides Lessor with the proceeds needed to account for the
deficiency. In the event of damage or destruction to the Premises as described
in the aforementioned sentence, Lessee shall be entitled to have the rent,
additional rent, real estate taxes and other obligations of Lessee hereunder
adjusted to reflect the limitations in space available for Lessee's use
thereafter. 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. Notwithstanding the foregoing, nothing in this paragraph shall
prevent, prohibit or anyway limit Lessor's ability under the law to recover from
Lessee any and all damage or loss it sustains as a result such fire or other
casualty.
23. MODIFICATIONS. Lessee, at its own expense, may make, without Lessor's
consent, any addition to or alteration, modification or rearrangement
(collectively referred to below as "modifications") of the Premises; provided,
--------
however, that such modification shall not affect the structural integrity of the
-------
building. Upon termination or expiration of this Lease and upon the request of
Lessor, the Premises, as regards nonstructural modifications, shall be returned
to its original condition, less ordinary wear and tear. Modifications affecting
the structural integrity of the building may not be made by Lessee without the
prior written consent of Lessor, which consent shall not be unreasonably
withheld. If Lessee desires to make such a modification, notice of the type of
proposed action shall be delivered to Lessor at least sixty (60) days prior to
the contemplated commencement of such action. Within forty-five (45) days of
receipt by Lessor of the aforesaid notice from Lessee, Lessor shall by written
notice to Lessee state whether Lessor
consents to such action. Lessee shall, at the termination or expiration of the
Lease, return the Premises, with regard to that particular modification, to the
original condition, less ordinary wear and tear, unless Lessor advises Lessee in
writing at the termination or expiration of the Lease that Lessee need not
return the Premises to its original condition. If Lessor fails to respond to
Lessee's notice within such forty-five (45) day period, Lessor shall be deemed
to have not consented to such structural modification. In all events, Lessee
shall have the right to remove any structural modification as it sees fit, as
long as such removal does not materially harm or deteriorate the structure any
less than its original condition. Lessee shall keep the Premises free from any
liens arising out of any work performed, materials furnished or obligations
incurred by Lessee. In addition to the possible installation of modifications
and removal thereof by Lessee, it is agreed that all personal property,
mechanical tools, trade fixtures and like items may be installed and removed as
Lessee sees fit, always returning the Premises to the condition prior to
installation of such property, tools, trade fixtures or like items. Lessee, at
its sole cost, may place signs on the Premises; provided, however, that such
-------- -------
signs shall be of a size and in such design as shall be approved by Lessor,
whose consent shall not be unreasonably withheld or delayed. Lessee, at its sole
cost, shall obtain such permits and approvals as may be necessary from any
governmental bodies.
24. SUBORDINATION. This lease is subordinate to all mortgages which may now or
hereafter affect the Premises and which provide lending or financing for the
benefit of Lessor.
25. 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.
26. 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 thirteen pages (plus the attached Schedule 1)
numbered 1 to 13.
SCHEDULE 1
Monthly Rent- December 19, 1999 through November 18, 2000: $13,189.58.
Monthly Tax Charges-November 19, 1999 through November 18, 2000: $5,681.67.
Monthly Rent-November 19, 2000 through November 18, 2001: $13,453.38.
Monthly Tax Charges-November 19, 2000 through November 18, 2001: $5,795.30.
Monthly Rent-November 19, 2001 through November 18, 2002: $13,722.44.
Monthly Tax Charges-November 19, 2001 through November 18, 2002: $5,911.21.
IN WITNESS WHEREOF, the parties hereto have executed this instrument this day
and year first above written.
6501 Corporation Packaging Dynamics, L.L.C.
By: _______________________________ By: /s/ X. X. Xxxxxxxxx
-----------------------------
Print:_____________________________ Print: X. X. Xxxxxxxxx
--------------------------
Title:_____________________________ Title: President
--------------------------
