EXHIBIT 10.48
LEASE
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THIS LEASE AGREEMENT (hereinafter "Lease"), dated as of August 31, 1997, is
made and entered into by and between The Andersons, Inc., an Ohio corporation
whose principal place of business is X.X. Xxx 000,000 X. Xxxxxx Xxxxx, Xxxxxx,
Xxxx 00000 (hereinafter called "LESSOR") and Xxxxx Xxxx Pet Food Company, Inc.,
a Minnesota Corporation formerly known as Xxxxxxx Milling Company, having its
principal place of business at Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxxx 00000-0000 (hereinafter called "LESSEE").
W I T N E S S E T H
WHEREAS, LESSOR is desirous of leasing certain real estate to LESSEE, and
LESSEE is willing to lease said real estate from LESSOR upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of Premises to be demised, the rents to be
paid and of the other covenants, conditions, warranties and agreements
hereinafter set forth, it is hereby agreed as follows:
1. PREMISES DEMISED. LESSOR shall and by these presents does hereby lease,
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demise, and rent unto LESSEE, and LESSEE by these presents does hereby take and
hire from LESSOR certain real property and improvements shown in Exhibit A and
equipment listed in Exhibit B being located as part of The Xxxxxxxx' Illinois
Avenue Complex, 425 Illinois Avenue, situated in the City of Maumee, County of
Xxxxx, State of Ohio, together with all hereditaments, appurtenances and
easements thereto (hereinafter called "Premises"), and together with
nonexclusive easements for parking, vehicular and pedestrian traffic for the
benefit of Premises.
2. COMMENCEMENT OF TERM AND RENTAL PAYMENTS. This Lease shall be for a
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period of fifteen years commencing on September 1, 1997 and terminating on the
anniversary date of the commencement date fifteen (15) years thereafter, unless
sooner terminated or extended as hereinafter provided. LESSEE shall have the
right to terminate the Lease without payment of any sums to LESSOR at any time
during the lease term upon not less than one hundred eighty (180) days prior
written notice to LESSOR.
3. USE. LESSEE shall operate on Premises a pet food processing and
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packaging facility. Any changes in use shall require LESSOR's prior written
consent with such consent not to be unreasonably withheld.
4. CONSTRUCTION OF IMPROVEMENTS. If LESSEE decides to make additional
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improvements to Premises, LESSEE may make such improvements, at LESSEE's
expense, in the area shown in green on Exhibit A. LESSEE shall submit to LESSOR,
forty-five (45) days prior to commencing construction of said improvements, one
(1) set of plans and specifications of all LESSEE'S work to be done to construct
said improvements, prepared in accordance with all applicable laws, codes and
regulations. LESSOR shall notify LESSEE as to such parts of same as shall not
meet LESSOR'S reasonable approval; provided, however, LESSOR'S notification
hereunder must be within fifteen (15) business days of receipt or be deemed
waived, thereby constituting approval. LESSOR'S approval shall be in addition to
any approvals required by local, state or federal laws to commence such
improvements.
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LESSOR shall cooperate with LESSEE at LESSOR's expense in the
performing by LESSEE of any alteration by LESSEE hereunder. Upon the request of
LESSEE, LESSOR shall join in any application for any permits, certificates, or
approvals required to be obtained by LESSEE in connection therewith.
Notwithstanding anything herein to the contrary, LESSEE shall not be required to
furnish plans to LESSOR, or obtain LESSOR's prior consent, with respect to any
interior alterations solely or to the extent involving painting, carpeting,
decorating or wall covering or a cumulative estimated cost of less than one
hundred thousand dollars ($100,000.00). LESSOR hereby agrees that it shall not
require LESSEE to pay any sums to LESSOR or incur any charges imposed by LESSOR
in connection with the granting of any consent by LESSOR in connection
therewith.
LESSEE agrees that it shall act such that its contractors shall be in
harmony with local activities concerning the appropriate labor situation at or
about Premises.
When the construction of any additional improvements is completed by
LESSEE, said improvements shall become part of the Premises subject to the terms
of this Lease.
5. RENT. LESSEE shall pay to LESSOR at X.X. Xxx 000, Xxxxxx, Xxxx, 00000,
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as rental for Premises, the annual rents shown below, payable in equal monthly
installments in advance on or before the first day of each calendar month as
provided herein for the term of this Lease, with adjustments for fractional
months:
Annual Rent Mo.Installment
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Lease Years 1 thru 15 $114,678.24 $ 9,556.52
Any rental payment paid beyond fifteen (15) days in default shall have
interest thereon at prime rate plus two percent (2%), not to exceed the highest
non-usurious rate permitted by law. Prime rate shall be defined as the base rate
on corporate loans at large money center commercial banks as listed under Money
Rates in the Wall Street Journal.
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6. BUSINESS OPERATION. LESSEE shall keep and maintain Premises in good
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order and repair; keep all mechanical equipment free of vibrations and noise
beyond what is occurring on the date hereof and in good working order and
condition; not commit or permit waste or a nuisance upon Premises; not permit or
cause odors to emanate or be dispelled from Premises beyond what is occurring on
the date hereof; not permit loading or unloading or the parking or standing of
vehicles outside Premises; not permit any noxious, toxic or corrosive fuel, gas,
dust, or dirt on Premises beyond what is occurring on the date hereof; police
its Premises and use the sewer system in a proper manner so as to reasonably
avoid clogging.
7. TAXES. LESSEE shall pay promptly and before they become delinquent, all
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taxes, assessments and other impositions, general and special, that become due
at any time during the term of this Lease upon or against Premises, including
the land and all buildings, furniture, fixtures, equipment and improvements now
or hereafter thereon which may be lawfully assessed and payable either in the
name of LESSOR or LESSEE, but excluding therefrom all inheritance, franchise,
excise, profit, gross receipts, rental, capital gains, capital stock, sales,
transfer, succession, unincorporated business, gains, estate, gift, and income
taxes paid or payable by LESSOR. The tax obligation shall be prorated from date
of commencement to date of termination. LESSEE shall receive copy of tax xxxx
and calculation of amount payable at least fifteen (15) days prior to the date
LESSOR expects payment.
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In the event future assessments are payable in installments, LESSEE
shall have the right to pay same over the longest available installment period
and LESSEE shall not be obligated to pay any such installments due and payable
outside the term hereof or outside any extended terms if extended by LESSEE.
(a) The real property taxes and assessments applicable to Premises
shall be calculated as follows:
(1) With respect to the land, LESSEE'S share shall be the
applicable real estate taxes and assessments multiplied by a
fraction, the numerator being the Xxxxx County assessed
value of land comprising Premises and the denominator being
the Xxxxx County assessed value of Parcel Number 36-02858
including Premises and,
(2) With respect to buildings and improvements on Premises,
LESSEE'S share shall be the applicable taxes and assessments
of such buildings and improvements of Parcel Number 36-02858
multiplied by a fraction, the numerator of which shall be
the Xxxxx County assessed value of LESSEE'S improvements to
Premises and the denominator of which shall be the Xxxxx
County assessed value of all improvements on Parcel Number
36-02858 including Premises.
(b) The Ohio personal property taxes applicable to machinery,
equipment, furniture and fixtures on Premises owned by LESSOR shall be allocated
as follows: LESSEE's share shall be the applicable personal property taxes (as
computed on the annual return filed by LESSOR) multiplied by a fraction, the
numerator of which shall be the rounded number of whole months LESSEE has access
to Premises under the terms of this Lease, beginning with the effective date of
Lease, and the denominator being twelve(12). The annual personal property tax
due on such assets owned by LESSEE and located on Premises shall be LESSEE's
sole responsibility.
LESSOR shall provide LESSEE with reasonable documentation with respect
to the tax obligations hereunder. In the event that LESSOR pays any taxes on
behalf of LESSEE, LESSEE shall reimburse LESSOR for such payments pursuant to
the terms of any invoice sent to LESSOR to LESSEE. LESSOR shall refund any over
payment.
LESSEE shall have the right at its own cost and expense to initiate
and prosecute any proceedings permitted by law for the purpose of obtaining an
abatement or of otherwise contesting the validity or amount of taxes assessed to
or levied upon Premises and, if required by law, LESSEE may take such action in
the name of LESSOR who shall cooperate with LESSEE to such extent as LESSEE may
reasonably require to the end that such proceedings may be brought to a
successful conclusion; provided, however, that LESSEE shall fully indemnify and
hold LESSOR harmless from all loss, cost, damage and expense incurred.
LESSOR hereby agrees that LESSOR shall, at its sole cost and expense,
use its best efforts to cause the subdivision of Premises in order to obtain a
separate tax parcel from the remainder of LESSOR's property to be completed
promptly and in accordance with all applicable legal requirements. LESSOR shall
promptly commence such subdivision application and shall keep LESSEE prised of
the status thereof on regular basis.
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Upon the subdivision of the Premises from the remainder of LESSOR's
property, subparagraph a(1) above shall no longer be of any force or effect and
LESSEE shall from and after such date pay all taxes and assessments payable with
respect to the land comprising the Premises and LESSOR shall pay all taxes and
assessments payable with respect to its real property.
8. UTILITY CHARGES. LESSEE shall pay promptly as and when the same becomes
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due and payable all rents, rates and charges for water, sewer, electricity, gas,
fuel, heat and power and other utilities supplied to Premises or used by LESSEE
in connection therewith using the same method for calculating as LESSOR used
prior to termination of the joint venture. Where any utilities are not
separately metered to the Premises, LESSOR shall xxxx LESSEE on a monthly basis
for all utilities utilized by LESSEE on the Premises. LESSEE shall pay LESSOR
for such utilities in accordance with the terms of such invoices.
In the event a utility easement is necessary to provide utility
service necessary for LESSEE'S use, LESSOR agrees to execute any reasonable
utility easement grant reasonably acceptable to LESSEE and LESSOR shall minimize
any service disruption caused thereby. LESSOR shall have no responsibility or
bear any cost with respect to such installation or the maintenance or repair of
any utility lines. Utility charges shall be calculated using methodology
previously used during joint venture.
LESSOR may suspend, delay or stop any utility services to be furnished
or provided by it under the provisions of this Article whenever necessary by
reason of fire, storm, explosion, strike, lockout, labor dispute, casualty or
accident, lack or failure of sources of supply of labor, fuel supply, acts of
God or the public enemy, riots, interferences by civil or military authorities
in compliance with the laws of the United States of America or with any
governmental laws, orders, rules and regulations, or by reason of any other
cause beyond LESSOR'S control, or for emergency or for inspection, cleaning,
repairs, replacements, alterations, or renewals that LESSOR is required by law
or by the terms hereof to perform. LESSOR shall use reasonable efforts to insure
that any such stoppage or interruption shall be made at such times and in such
manner as shall not unreasonably interfere with LESSEE's use of Premises. LESSOR
agrees to endeavor to minimize the occurrence and severity of such disruptions,
to diligently prosecute the cure thereof, and to inform LESSEE in writing of the
progress of such repairs on a regular basis.
Notwithstanding anything herein to the contrary, if any interruption
in service related to LESSOR's actions continues for five (5) consecutive
business days following delivery of notice thereof from LESSEE to LESSOR, and if
such interruption causes all or part of Premises to be untenantable for the
conduct of LESSEE's business, then for each day from the first day of such
interruption until such portion of Premises is no longer untenantable, the rent
with respect to the portion(s) of Premises so rendered untenantable shall be
abated by one (1) day. If any such interruption in service continues for a
period in excess of sixty (60) days, LESSEE may cancel this Lease by delivering
notice to LESSOR.
9. MECHANIC'S LIENS. LESSOR and LESSEE covenant each with the other that
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each party ordering labor or materials for use on or about Premises or LESSOR's
Illinois Avenue Complex shall defend and hold the other harmless against any
loss, cost, damage or expense including reasonable attorney's fees due to any
lien filed against Premises or LESSOR'S Illinois Avenue Complex, as the case may
be, on account of non-payment or dispute with respect to labor or materials
furnished in connection with construction referred to herein or any other
construction on Premises or Illinois Avenue Complex and such party shall cause
no judgment to lie against Premises or Illinois Complex. The party against whom
such lien is filed shall notify the other within fifteen (15) days of its notice
of filing and said lien shall be removed within sixty (60) days thereafter or
protected by bond or surety, should such party so affected desire to contest
such lien.
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10. INDEMNITY.
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(a) LESSEE shall protect, defend, indemnify, save and hold harmless
LESSOR, its officers, directors, shareholders, agents, servants, employees,
employees of agents, successors and assigns, against and from any and all
claims, demands, fines, suits, actions, proceedings, orders, decrees and
judgments of any kind or nature by, or in favor of, anyone whomsoever, and
against and from any and all reasonable costs, damages and expenses, including
reasonable attorney's fees, resulting from, or in connection with:
(1) Loss of life, bodily or personal injury or property damage
arising, directly or indirectly, out of, or from, or on account of,
any accident or other occurrence in, upon, at or from Premises after
date hereof, or occasioned in whole or in part through the use and
occupancy of Premises or any improvements therein or appurtenances
thereto after date hereof, or by any act or omission of LESSEE or any
subtenant, concessionaire or licensee of LESSEE, or their respective
employees, agents or contractors in, upon, at or from Premises or its
appurtenances unless due to the sole negligence or willful acts of
LESSOR, its agents, employees or contractors.
(2) Any environmental liability resulting from (i) any Release
(as hereafter defined), in any way arising out of action of LESSEE,
its agents, servants, officers, directors or partners, of any
Contaminant at Premises or emanating from Premises to adjacent
properties or the surrounding environment during the term of this
Lease; (ii) during the term of this Lease, any generation, transport,
storage, disposal, treatment or other handling of any Contaminant at
Premises, in any way arising out of actions of LESSEE, its agents,
servants, officers, directors or partners, including, but not limited
to, any and all off-site transport, storage, disposal, treatment or
other handling of any Contaminant generated, produced, used and/or
originating in whole or in part from Premises; and (iii) any
activities, in any way arising out of actions of LESSEE, its agents,
servants, officers, directors or partners, at Premises during the term
of this Lease that in any way might be alleged to fail to comply with
any Requirements of Law.
(b) LESSOR shall indemnify and hold harmless LESSEE, its officers,
directors, shareholders, agents, servants, employees, employees of agents,
successors and assigns from and against all claims, demands, damages, costs and
expenses, including attorneys' fees, (including, but not limited to, attorneys'
fees to enforce LESSOR's obligation of indemnification under this paragraph)
arising from or relating to any environmental liability resulting from (1) any
Release (as hereinafter defined), in any way arising out of actions of LESSOR,
its agents, servants, officers, directors or partners, of any Contaminant at
Premises or emanating from Premises to adjacent properties or the surrounding
environment prior to June 1, 1984 or subsequent to Term of this Lease; (2) prior
to June 1, 1984 or subsequent to the Term of this Lease, any generation,
transport, storage, disposal, treatment or other handling of any Contaminant at
Premises, in any way arising out of actions of LESSOR, its agents, servants,
officers, directors or partners, including, but not limited to, any and all off-
site transport, storage, disposal, treatment or other handling of any
Contaminant generated, produced, used and/or originating in whole or in part
from Premises; and (3) any activities, in any way arising out of actions of
LESSOR, its agents, servants, officers, directors or partners, at Premises that
in any way might be alleged to fail to comply with any Requirements of Law prior
to June 1, 1984 or subsequent to term of this Lease.
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(c) Each party shall indemnify and hold harmless the other party,
its officers, directors, shareholders, agents, servants, employees of agents,
successors and assigns from and against, to the extent of fifty percent (50%)
of; all claims, demands, damages, costs and expenses, including attorneys' fees,
(including, but not limited to, attorneys' fees to enforce that party's
obligation of indemnification under this paragraph) arising from or relating to
any environmental liability resulting from (1) any Release (as hereinafter
defined), in any way arising out of actions of either party, its agents,
servants, officers, directors or partners, of any Contaminant at Premises or
emanating from Premises to adjacent properties or the surrounding environment
from June 1, 1984 through August 31, 1997; (2) from June 1, 1984 to August 31,
1997, any generation, transport, storage, disposal, treatment or other handling
of any Contaminant at Premises, in any way arising out of actions of either
party, its agents, servants, officers, directors or partners, including, but not
limited to, any and all off-site transport, storage, disposal, treatment or
other handling of any Contaminant generated, produced, used and/or originating
in whole or in part from Premises; and (3) from June 1, 1984 through August 31,
1997, any activities, in any way arising out of actions of either party, its
agents, servants, officers, directors or partners, at Premises that in any way
might be alleged to fail to comply with any Requirements of Law.
(d) Notwithstanding anything herein to the contrary, LESSOR shall
protect, indemnify, defend, save and hold harmless LESSEE, its officers,
shareholders, agents, servants, employees, employees of agents, successors and
assigns from and against any and all claims, demands, fines, suits, actions,
proceedings, orders, decrees and judgments of any kind and nature by, or in
favor of; anyone whomsoever, and against and from any and all costs, damages,
and expenses, including, without limitation, attorneys' fees and disbursements,
resulting from or in connection with any liability resulting from any leaching
or migration of any Contaminant of any kind on, beneath, above or into Premises
emanating from adjacent properties or the surrounding environment, including,
without limitation, LESSOR's property.
(e) LESSEE, and all those claiming by, through and under LESSEE,
shall store their property in and shall occupy and use Premises and any
improvements therein and appurtenances thereto, solely at their own risk, and
LESSEE, and all those claiming by, through or under LESSEE, hereby release
LESSOR, to the full extent permitted by law, from all claims of every kind,
including loss of life, personal or bodily injury, damage to merchandise,
equipment, fixtures or other property, or damage to business or for business
interruption, arising, directly or indirectly, out of, or from, or on account
of, such occupancy and use, or resulting from any future condition or state of
repair thereof unless due to the sole negligence or willful acts of LESSOR, its
agents, employees or contractors.
(f) LESSOR shall not be responsible or liable at any time to LESSEE,
or to those claiming by, through or under LESSEE, for any loss of life, bodily
or personal injury, or damage to property or business, or for business
interruption, that may be occasioned by any failure by any tenants or occupants
of LESSOR's premises to comply with any of the terms of their leases or
agreements or that may be occasioned by or through the acts, omissions or
negligence of any other persons, or any other tenants or occupants of any of
LESSOR'S property.
(g) LESSOR shall not be responsible or liable at any time for any
defects, latent or otherwise, in any buildings or improvements on Premises or
any of the equipment, machinery, utilities, appliances or apparatus therein
listed in Exhibits A or B or utilized on Premises by LESSEE, nor shall LESSOR be
responsible or liable at any time for loss of life, or injury or damage to any
person or to any property or business of LESSEE, or those claiming by, through
or under LESSEE, caused by, or resulting from, the bursting, breaking, leaking,
running, seeping, overflowing or backing up of water, steam, gas, sewage, snow
or ice in any part of Premises or caused by, or resulting from, acts of God or
the element, or resulting from any defect or negligence in the occupancy,
construction, operation or use of any buildings
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or improvements in Premises or any of the equipment, fixtures, machinery,
appliances or apparatus therein unless due to the sole negligence or willful
acts of LESSOR, its agents, employees or contractors.
(h) To the extent LESSEE has actual knowledge, LESSEE shall give
prompt notice to LESSOR in case of fire or other casualty or accidents to
Premises, or of any defects therein or in any of its fixtures, machinery or
equipment.
(i) For the purposes of paragraphs 10(a)(2), 10(b), 10(c) and 10(d),
the following definitions shall apply: (i) "Contaminant" shall mean any
substance or waste containing hazardous substances, pollutants, and contaminants
as those terms are defined in the federal Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C., Section 9601, et seq. and any
substance similarly defined or identified in any other federal, provincial or
state laws, rules or regulations governing the manufacture, import, use,
handling, storage, processing, release or disposal of substances or wastes
deemed hazardous, toxic, dangerous or injurious to public health or to the
environment. This definition includes friable asbestos, petroleum or petroleum-
based products and polychlorinated biphenyls; (ii) "Requirements of Law" shall
mean any federal, state or local law, rule, regulation, permit, agreement, order
or other binding determination of any governmental authority relating to the
environment, health, or safety; and (iii) "Release" shall have the same meaning
as in the federal Comprehensive Environmental Response Compensation and
Liability Act, 42 U.S.C., Section 9601, et seq.
(j) The provisions of this Article 10 shall apply and become
effective from and after the date LESSOR shall deliver possession of Premises to
LESSEE in accordance with the terms of this Lease and shall survive the
expiration or earlier termination of this Lease. Such indemnities by LESSOR and
LESSEE are conditioned upon the following: in the event of any claim which may
give rise to liability under the foregoing indemnities, the indemnified party
shall (i) give the indemnifying party prompt notice of such claim; (ii)
cooperate with the indemnifying party in the defense of such claim; (iii) not
settle such claim without the indemnifying party's prior written consent, which
consent will not be unreasonable withheld or delayed; and (iv) permit the
indemnifying party to defend any such claim with counsel selected by the
indemnifying party, subject to the indemnified party's reasonable approval.
(k) In case of any action or proceeding brought against the
indemnified party, the indemnified party covenants to defend such action or
proceeding by counsel reasonably satisfactory to the indemnified party. Both
parties agree immediately to notify the other of any legal action(s) brought
relevant to this Lease or Premises hereby leased.
Notwithstanding anything herein to the contrary, neither party shall
have any liability for any consequential damages suffered by the other party or
any party claiming through the other party.
11. INSURANCE. LESSEE shall maintain all risk property insurance covering
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all structures, improvements, fixtures and equipment, furnishings, stock and
supplies, and physical property now or in the future located on or constituting
a part of Premises leased to LESSEE, and which is owned, leased, or under the
care, custody or control of LESSEE. Said insurance shall list LESSOR as a loss
payee as its interests may appear. In the event of a loss, each party shall
receive its applicable portion of the insurance proceeds for the property owned
by LESSOR and LESSEE. Said insurance shall provide that it will not be subject
to cancellation, termination or change except after at least thirty (30) days'
prior written notice of such cancellation or change to LESSOR; and if LESSEE
fails to comply with such requirement, LESSOR may obtain such insurance with
prior notice to LESSEE and keep the same in effect and LESSEE shall pay LESSOR
the premium cost thereof twenty (20) days after demand with interest at the rate
of twelve percent (12%) per annum. LESSEE shall have the right to use "blanket"
insurance coverage.
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LESSEE shall maintain Comprehensive or Commercial General Liability
Insurance covering LESSEE'S operations throughout the effective period of this
Lease; such policy or policies shall name LESSOR as an additional insured, shall
include premises, operations and products and completed operations coverage and
shall contain a contractual liability endorsement covering the indemnification
obligation assumed by LESSEE pursuant to the Section of this Lease entitled
"INDEMNITY" and an endorsement providing personal injury liability coverage. For
Comprehensive General Liability Insurance, the limits of such insurance for
injury to or death of any one person shall be not less than $1,000,000; the
limits for injury or death of more than one person in any one accident shall be
not less than $3,000,000; and the limits for damage to property shall be in an
amount not less than $1,000,000. For commercial General Liability Insurance, the
limits shall be:
$3,000,000 General Aggregate
$1,000,000 Per Occurrence
$3,000,000 Products/Completed Operations Aggregate
$1,000,000 Products/Completed Operations Occurrence
or in the absence of aggregate limits as noted, excess liability providing
limits of $2,000,000 per occurrence for premises, operations, products and
completed operations exposures and containing a follow form or contractual
liability endorsement. Said insurance shall provide that it will not be subject
to cancellation, termination or change except after at least thirty (30) days'
prior written notice of such cancellation or change to LESSOR; and if LESSEE
fails to comply with such requirement, LESSOR may obtain such insurance with
prior notice to LESSEE and keep the same in effect and LESSEE shall pay LESSOR
the premium cost thereof twenty (20) days after demand with interest at the rate
of twelve percent (12%) per annum.
LESSEE shall provide LESSOR with proof of the foregoing property and
liability insurance by mailing certificates of insurance to LESSOR, x/x Xxx
Xxxxxxxxxx, X.X. Xxx 000, Xxxxxx, Xxxx, 00000. For the term of this Lease, such
certificates shall be renewed annually on the policies' anniversary dates.
LESSEE and LESSOR shall secure an appropriate clause in, or an
endorsement upon, each fire or extended coverage policy obtained by it and
covering Premises and the personal property, fixtures and equipment located
therein or thereon (in the case of LESSEE), and LESSOR's real property, or the
personal property, fixtures and equipment located therein or thereon (in the
case of LESSOR) pursuant to which the respective insurance companies waive
subrogation or permit the insured, prior to any loss, to agree with a third
party to waive any claim it might have against said third party. The waiver of
subrogation or permission for waiver of any claim hereinbefore referred to shall
extend to the agents of each party and its employees and, in the case of LESSEE,
shall also extend to all other persons and entities occupying or using Premises
in accordance with the terms of this Lease.
LESSEE and LESSOR (for itself and on behalf of anyone claiming through
or under it by way of subrogation or otherwise) hereby waives any rights it may
have against the other party and such party's servants, agents and employees, on
account of any loss or damage occasioned to such party, its property, Premises
or its contents, or LESSOR's real property or its contents.
12. REPAIRS. LESSEE shall, at all times, and at its own cost and expense,
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put, keep, replace and maintain in thorough repair and good, safe, and
substantial order and condition all real estate, buildings, improvements and
equipment listed in Exhibit A and any buildings, improvements and equipment
erected on the area marked in green on Exhibit A, in a reasonably diligent
manner to maintain a first-class, high quality facility or forming a part
thereof (including any equipment which is an integral part of the building
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structure), structural and non-structural, extraordinary and ordinary, and
LESSEE shall likewise at all times and at its own costs and expense, put, keep,
replace and maintain all personal property and equipment attached to or used in
connection with Premises in operating condition. Lessee shall have no obligation
for repairs caused by Lessor's own negligence or willful misconduct during the
term of this Lease.
In the event any improvement or equipment listed in Exhibit A becomes
no longer serviceable or repairable as a result of normal wear and tear or
obsolescence, in the commercially reasonable judgment of LESSEE and LESSOR, said
item shall be returned to LESSOR for disposition free of this Lease. No
adjustment in rent shall be made for any such items returned to LESSOR. LESSOR
shall have sixty (60) days to remove such items returned to LESSOR from
Premises. In the event such item is not removed within this time frame, LESSEE
shall have the right, at its sole option, to dispose of this improvement or
equipment and deduct and retain all costs associated with such disposition of
improvements or equipment from any proceeds of the disposition with any excess
to be paid over to LESSOR. LESSEE, at its sole discretion, may replace the
improvement or machinery or substitute other improvements or machinery at its
cost; however, such replacement and substitute assets shall be and remain the
sole property of LESSEE, free and clear of any mortgages, liens, security
interests, claims or other encumbrances of LESSOR and shall not be subject to
the terms of this Lease.
13. ALTERATIONS. LESSEE may make alterations, additions and improvements
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to Premises from time to time necessary or in the opinion of LESSEE, advisable.
Any structural alterations and improvements shall require LESSOR'S prior
approval of LESSEE'S plan and specification not to be unreasonably withheld or
delayed and shall be subject to the provisions of Article 4.
All trade fixtures, signs, equipment, furniture or personal property
of whatever kind and nature kept or installed on the Premises by LESSEE shall
not become the property of LESSOR or a part of the realty no matter how affixed
to the Premises and may be removed by LESSEE at any time, except as provided in
Article 20.
14. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS. If Premises shall be
----------------------------------------
rendered in LESSOR'S reasonable judgment untenantable by fire or other casualty
during the term of this Lease or during any extension of the term, to the extent
of fifty (50%) percent or more of the insurable value of the improvements on
Premises, LESSOR, as evidenced by notice in writing given to LESSEE within
thirty (30) days after the occurrence of either of such damage or destruction,
may elect to terminate this Lease as of the date of the damage. In the event
LESSOR elects to terminate, LESSEE, at LESSOR'S option, shall remove equipment,
and improvements installed by it from Premises, LESSEE shall have no other
restoration obligation and the rent shall be apportioned as of the date of the
casualty. If LESSOR elects not to terminate, or damage is less than fifty
percent (50%), rent will xxxxx while the improvements are being restored by
LESSOR and LESSEE with LESSOR being responsible for restoring the building and
improvements and equipment owned by it and LESSEE being responsible for
restoring improvements and equipment owned by it; provided, however, that LESSOR
shall be under an affirmative obligation to restore Premises commencing within
sixty (60) days after such casualty, provided all necessary permits are
obtained, but in no event completed later than six (6) months thereafter. Upon
commencement of production of pet food, rental payments will recommence. In any
event, LESSOR shall be entitled to all proceeds of insurance (except for
proceeds payable with respect to improvements and equipment owned by LESSEE) and
right of recovery against insurers on policies covering such damage or
destruction. Prior to the substantial completion of LESSOR's repair obligations
set forth herein, LESSOR shall provide LESSEE and LESSEE's contractors and
agents access to Premises to perform work in order to ready Premises for the
conduct of LESSEE's business, provided that such parties do not materially
interfere with the repairs remaining to be made by LESSOR pursuant to the terms
hereof.
9
The term untenantable shall mean that LESSEE is unable to use Premises
or such portion thereof for the conduct of its business in the normal course,
including, without limitation, that LESSEE is unable to access Premises or
services are not being delivered thereto.
15. COMPLIANCE WITH LAWS. LESSEE shall use and occupy Premises so as to
--------------------
comply with all applicable laws and regulations of governmental bodies having
jurisdiction. LESSEE may contest, by appropriate proceedings, the validity or
applicability to Premises of any legal requirement; and LESSOR shall cooperate
with LESSEE in such proceedings at LESSEE's reasonable cost.
LESSOR hereby represents that as of the date hereof; Premises complies
with all applicable laws. LESSOR hereby agrees to promptly cure any condition
that would make the representation in the previous sentence untrue.
16. ASSIGNMENT AND SUBLEASING. LESSEE agrees not to assign or transfer
-------------------------
this Lease or hypothecate Premises or any part thereof without the written
consent of LESSOR, such consent not to be unreasonably withheld or delayed. Any
assignment, transfer, hypothecation of this Lease without LESSOR'S consent shall
entitle LESSOR to re-enter and repossess Premises. In the event of any
assignment, sublease, transfer, hypothecation or assignment with LESSOR'S
consent, LESSEE shall still remain primarily liable for the obligations created
hereby, and all obligations of this Lease shall remain in full force and effect
as to LESSEE.
No merger, consolidation or other form of reorganization of LESSEE
shall affect LESSEE's obligations under this Lease unless consent is given by
LESSOR in writing.
Any assignment or subleasing by LESSEE shall require LESSOR'S prior
written consent not to be unreasonably withheld or delayed, provided that no
part of Premises shall be sublet or assigned for use for a purpose which is
unlawful, dangerous, noxious or offensive. No assignment or subleasing by LESSEE
shall affect or diminish the obligation of LESSEE to perform all of the
covenants required to be performed by LESSEE under the terms of this Lease.
LESSOR shall have the right to assign this Lease, provided such
assignee shall agree to assume all of LESSOR'S covenants and obligations
hereunder. Upon such assignment and assumption, LESSOR shall be fully released
from all obligations under this Lease.
If LESSOR fails to grant, or deny consent to a proposed assignment or
subletting within thirty (30) days following LESSEE's request therefor, such
consent shall be deemed to be granted.
Notwithstanding anything in this Lease to the contrary, LESSEE may at
any time without the consent of LESSOR, assign, sublet or otherwise transfer
this Lease or any portion thereof to (i) any entity into which LESSEE is merged
or with which LESSEE is consolidated; (ii) any entity which shall control, be
under the control of; or be under control with LESSEE (any such entity shall be
referred to herein as a Related Entity"), with the term "control" meaning
ownership of more than fifty percent (50%) of the outstanding voting stock of a
corporation or other majority equity and controlling interest if not a
corporation; or (iii) any purchaser of all or substantially all of LESSEE's or
any Related Entity's assets (or any purchaser of all or substantially all of
LESSEE's business at Premises), whether by asset or stock sale.
Notwithstanding anything in this Lease to the contrary, a subtenant or
assignee of whatever tier may further sublet Premises or any portion thereof or
assign its interest in this Lease (or a sublease hereunder) upon the same terms
and conditions as apply to LESSEE.
10
17. MORTGAGING OF LEASEHOLD ESTATE.
------------------------------
(a) LESSEE shall have the right to mortgage or pledge this Lease
provided that such mortgage or pledge is subordinate to any fee mortgage now or
hereafter placed upon LESSOR's fee interest in Premises. If LESSEE shall desire
to mortgage such leasehold interest, LESSOR shall agree to such reasonable
modifications of this Lease as are customary in connection with the mortgaging
of leasehold estates which does not affect the terms or materially affect the
benefits of this Lease. Any such leasehold mortgage shall be subordinate to any
fee mortgage.
(b) No union of the interests of LESSOR and LESSEE herein shall result
in a merger of this Lease in the fee interest.
18. DEFAULT.
-------
(a) The following events shall be deemed to be events of default by
LESSEE under this Lease:
(1) LESSEE fails to pay any installment of rent or other
obligation hereunder involving the payment of money and the failure
continues for ten (10) days after LESSOR's mailing of notice in
accordance with the terms hereof that the same is past due.
(2) LESSEE fails to comply with any term, provision or covenant
of this Lease other than as described in subsection (a) above, and
does not cure the failure within fifteen (15) days of written notice
thereof to LESSEE except as provided below.
(3) LESSEE or any guarantor of the obligations under this Lease
becomes insolvent, makes a transfer in fraud of its creditors, or
makes an assignment for the benefit of creditors.
(4) LESSEE or any guarantor of its obligations under this Lease
files a petition for bankruptcy under any federal or state law or
statute or LESSEE or any guarantor of its obligations under this Lease
is adjudged bankrupt or insolvent in proceedings filed against LESSEE
or any guarantor of its obligations under this Lease and is not stayed
or dismissed within thirty (30) days.
(5) A Receiver or Trustee is appointed for Premises or for all or
substantially all of the assets of LESSEE or any guarantor of its
obligations under this Lease and is not stayed or dismissed within
thirty (30) days.
(b) If any of the above events of default occur and are continuing,
LESSOR may pursue the following alternative remedies:
(1) This Lease and the term hereof shall, upon a date specified
by LESSOR to LESSEE in a notice, wholly cease and terminate with the
same force and effect as if the date so specified were the date set
forth above as the date of the expiration of the original term of this
Lease. At that or any later time, LESSOR may re-enter Premises by
reasonable force or otherwise as permitted by law, and have the same
possession as of its former estate, and
11
may recover possession thereof in the manner prescribed by the statute
governing summary proceedings, or similar statutes (but LESSEE shall
remain liable to LESSOR as provided below). LESSOR may recover such
possession without having to make any demand for the rent, any re-
entry for condition broken, or any notice to quit possession or other
notice prescribed by statute, and LESSEE expressly waives all rights
to any such demand, re-entry or notice to quit possession or other
statutory notices or prerequisites. LESSOR must use reasonable efforts
to mitigate damages.
(2) LESSEE's failure to observe any term, covenant, or condition
of the Lease other than the payment of rent shall not be deemed a
default within the meaning of Article 18, so long as LESSEE, after
receiving any notice as specified herein, proceeds to cure the default
as soon as reasonably possible and continues to take all steps
reasonably necessary to complete the curing of such default within a
reasonable period of time under all prevailing circumstances. No
default shall be deemed to continue if and so long as LESSEE proceeds
to cure it in good faith or is delayed in or prevented from curing it
by facts or circumstances beyond LESSEE's control.
(3) In case of such re-entry, termination of Lease and/or
dispossession by summary proceedings or otherwise the rent shall be
paid up to the time of re-entry, dispossession, and/or termination of
Lease, together with all reasonable expenses LESSOR may incur for
legal expenses, attorneys' fees, brokerage, and putting the Premises
in such condition as LESSEE under the provisions hereof is required to
maintain, or for preparing the same for re-rental in all circumstances
up to a maximum liability of six (6) months rent hereunder.
(4) Mention in this Lease of any particular remedy shall not
preclude LESSOR from any other remedy, in law or in equity. LESSEE
hereby expressly waives all rights of redemption granted by or under
any present or future law if it is lawfully evicted or dispossessed
for any cause provided herein or if LESSOR lawfully obtains possession
of Premises as provided herein, by reason of LESSEE's violation of any
covenant or condition of this Lease.
(5) If LESSOR defaults in the performance of any of its
obligations hereunder, LESSEE hereby expressly reserves all of its
rights, powers, privileges and remedies that LESSEE may have at law or
in equity with respect to any damages suffered or incurred by LESSEE
in connection therewith or as a result thereof.
19. OPTION TO EXTEND.
----------------
(a) LESSOR does hereby grant to LESSEE the right, privilege and option
to extend this Lease for one (1) additional term of five (5) years upon the same
terms and conditions as herein contained, except rent.
Such option to extend may be exercised by LESSEE giving at least one
hundred eighty (180) days notice prior to completion of the term to LESSOR as
herein provided; provided, however, LESSEE is not in monetary or material non-
monetary default beyond applicable notice or cure periods at the time of such
exercise.
12
(b) In the event LESSEE exercises its option to extend the term of
this Lease, the rent which LESSEE shall pay during the extended term shall be
$126,146.06 per annum.
(c) The fixed rent, shall be due and payable to LESSOR in equal
monthly installments commencing with the first month of the extended term of
this Lease.
20. END OF TERM. Upon completion of the term or any extended term, LESSEE
-----------
shall peacefully and quietly surrender possession of Premises in its current
condition, normal wear and tear and damage by casualty excepted, to LESSOR.
LESSEE shall remove from the Premises on or prior to the expiration or earlier
termination all of its personal property situated thereon and shall repair any
damage caused by the removal. Property not so removed shall become the property
of LESSOR and LESSOR shall have no other restoration obligation or liability.
In the event that LESSEE has made any improvements in the area shown
in green in Exhibit A, at the end of the Lease term, or the renewal term,
LESSOR shall pay LESSEE the net book value of these improvements at the end of
the applicable term utilizing a thirty (30) year straight line depreciation
schedule or Two Hundred Thousand Dollars ($200,000.00) whichever is lower. If
the Lease is terminated for any reason prior to the end of the Lease term,
(except for default by LESSOR), including a default by LESSEE, LESSEE shall
have no right to such payment.
21. FINANCIAL VIABILITY. While this Lease is in effect, LESSEE shall
-------------------
provide LESSOR, on an annual basis, with copies of its financial statement,
certified by an independent auditor within ninety (90) days of its year end.
Each statement shall indicate that LESSEE is a going concern and not in default
on any of its material obligations, including but not limited to, loans, leases,
trade payables, pension deposits and tax payments.
22. CONDEMNATION. In the event that part of Premises shall be taken or
------------
condemned pursuant to applicable law such that:
(a) The part so taken includes the building (or any part thereof)
located on Premises, or
(b) The part so taken eliminates or significantly affects access to
any public street or highway, or
(c) A part is taken and remainder is insufficient for conduct of
LESSEE's business, or
(d) The total Premises is taken,
then and in any of those events, LESSEE shall have the option to terminate this
Lease by written notice to LESSOR as herein provided within thirty (30) days
from the date of the physical taking. If this Lease is terminated, rent shall be
apportioned as of the date of the taking.
In the event of a taking where LESSEE elects not to terminate or where
LESSEE has no right of termination, the rent shall be thereafter reduced based
upon the percentage of impact on LESSEE'S business operation reasonably
attributable to such taking as established by LESSEE'S books and records kept on
consistent and good accounting standards, provided LESSEE has not been
reasonably compensated for such loss by its good faith effort to obtain same in
condemnation proceedings as of the date of such
13
taking. To the extent practicable, LESSOR shall restore improvements paid for by
LESSOR and LESSEE shall restore improvements paid for by LESSEE.
In any event, both parties shall have the right to pursue a
condemnation award, and shall cooperate with each other to do so, with LESSEE
being entitled to any award for value of lease, lost business, moving and
relocation expenses and the taking of the improvements on Premises paid for by
LESSEE and LESSOR being entitled to all other amounts awarded, including, but
not limited to, all amounts awarded for land value and improvements paid for by
LESSOR.
23. QUIET ENJOYMENT. LESSOR covenants that LESSOR has full right and
---------------
lawful authority to enter into this Lease for the full term hereof; and that
LESSOR is lawfully seized of the entire Premises hereby demised and that at all
times when this Lease is in effect, LESSEE shall lawfully, quietly and
peacefully enjoy Premises and shall not be disturbed or hindered.
LESSOR does hereby indemnify and save and hold LESSEE harmless from
any and all loss, cost, damage or expense, including but not limited to,
reasonable attorneys fees arising from such action impacting its interest in
Premises hereunder.
24. HOLDING OVER. In the event LESSEE continues to occupy Premises after
------------
the last day of the term herein created, or after the last day of any extension
of said term, and LESSOR elects to accept rent thereafter, a tenancy from month
to month upon same terms and conditions with respect only to the portion so
occupied shall be created and not for any longer period.
25. SERVICE OF NOTICE. All notices as provided herein shall be served by
-----------------
registered or certified United States mail, return receipt requested, postage
prepaid, to the following address:
LESSOR: The Andersons, Inc.
x/x Xxxxx Xxxxxxxxxx
X.X. Xxx 000
000 X. Xxxxxx Xxxxx
Xxxxxx, XX 00000
LESSEE: Xxxxx Xxxx Pet Food Company, Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000-0000
Notices may also be delivered (i) by Federal Express, Express Mail or
other reputable overnight courier, for delivery on the next business morning, or
(ii) by hand (with receipt acknowledged). Copies of all notices delivered to
LESSEE shall be delivered in the identical manner to Xxxxxxxx & X'Xxxx, L.L.P.,
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx X. Xxxxxxxxxxx, Esq.
All notices properly addressed shall be deemed served (i) on the next business
day after the date of dispatch, if delivered by Federal Express, Express Mail or
other reputable overnight courier, (ii) five (5) business days after being
mailed in the above manner, and (iii) on the date delivered, if delivered by
hand, except that notice of change of address shall not be deemed served until
received by the addressee. Notices delivered by the attorneys for the parties
shall be deemed sufficient if sent in the manner provided herein.
Any change with respect to this service of Notice shall similarly be
by registered or certified United States mail, Return Receipt Requested or in
the other methods provided for herein.
14
26. APPLICATION. This Lease shall inure to the benefit of and is binding
-----------
on the successors and assigns of LESSOR and LESSEE.
In the event a conflict between the printed body of this Lease and the
typewritten modifications or addendums, the typewritten modifications or
addendums shall control.
27. EFFECTIVE DATE. This Lease shall become effective when signed by all
--------------
parties hereto upon the date of the last party signing or initialing hereunder.
28. OFFER. The offer extended by one party's signing this Agreement shall
-----
expire after thirty (30) days unless accepted, rejected or revoked prior to such
expiration.
29. SUBORDINATION. This Lease is subject and subordinate to all mortgages
-------------
placed by LESSOR which may now or hereafter affect the real property of which
Premises form a part, and to all renewals, modifications, consolidations,
replacements and extensions thereof. In confirmation of such subordination,
LESSEE shall execute promptly any certificate that LESSOR may reasonably
request. Simultaneous with the delivery by LESSEE of any agreement in
furtherance of a request of subordination, there shall be delivered to LESSEE an
agreement in writing reasonably satisfactory to LESSEE in due form for
recording, executed by the owner of the mortgage that this Lease is to be
subordinated to, which agreement shall provide, in effect, that in any action
brought by the holder of said mortgage to foreclose the same, LESSEE will not be
made a party defendant therein and this Lease will not be terminated as a result
of such foreclosure action, and mortgagee shall recognize LESSEE as tenant upon
all terms and conditions hereof provided that at such time herein LESSEE shall
not be in default beyond applicable notice and cure periods with respect to the
performance by it of the terms, covenants and conditions contained in this Lease
on LESSEE'S part to be kept and performed. Should LESSOR fail to make the
payments of interest or amortization that should become due upon any mortgage
that this Lease shall be subordinated to, LESSEE may make such payments and the
amount so paid by LESSEE, together with interest thereon, may be deducted from
the rent next becoming due hereunder. LESSOR hereby reserves the right to assign
the rental payments hereunder as collateral security to the mortgage holder of
the mortgage.
LESSOR represents that as of the date hereof (i) LESSOR owns Premises
in fee simple and (ii) no superior leases or mortgages currently affect
Premises.
30. ACCESS TO PREMISES. LESSOR shall have the right to inspect Premises
------------------
and gain access with respect thereto during all reasonable business hours of
LESSEE. Except in an emergency and/or to save life or property (in which case
LESSOR shall give LESSEE prompt notice thereafter), LESSOR agrees to provide at
least twenty-four (24) hours' notice to LESSEE of such access or inspection. The
provisions of Article 10 herein shall be applicable to this Article 30. LESSOR,
its contractors, employees or agents, shall have a right of access in accordance
with the terms of this Article 30 to certain storage bins on the attached
Exhibit C and to perform its work in a certain Service Agreement of even date.
31. ENTIRE AGREEMENT. This Lease is the entire agreement between the
----------------
parties and no modification thereof shall be made except in writing, signed by
the parties.
32. SEVERABILITY. If any clause, sentence, paragraph or part of this
------------
Lease shall for any reason be adjudged by any court of competent jurisdiction to
be invalid or unenforceable, such judgment shall not affect, impair or
invalidate the remainder of this Lease, but shall be confined in its operation
to the
15
clause, sentence, paragraph or part thereof directly involved in the controversy
in which such judgment shall have been rendered, and in all other respects this
Lease shall continue in full force and effect. This Lease shall be governed by
the laws of the state of Ohio.
33. RECORDING. LESSEE shall not cause this Lease to be recorded without
---------
first obtaining the consent of LESSOR, except that a short form Memorandum of
Lease giving date of the commencement of the Lease, a description of Premises
leased, and a designation as to the form of this Lease shall be entered into by
and between the parties and placed of record provided that such short form
Memorandum shall not include any of the provisions of this Lease with respect to
the rentals herein provided.
34. MISCELLANEOUS.
-------------
(a) If there is any payment required to be made by LESSEE under this
Lease for which no time period is stated within which the payment must be made,
such payment shall be due within fifteen (15) days after demand by LESSOR.
(b) It is the intention of LESSOR and LESSEE to create the
relationship of landlord and tenant, and no other relationship whatsoever, and
nothing herein shall be construed to make LESSOR and LESSEE partners or joint
venturers, or to render either party hereto liable for any of the debts or
obligations of the other party.
(c) Each party hereto shall at any time and from time to time as
requested by the other party, upon not less than ten (10) days' prior written
notice, execute, acknowledge, and deliver to the other a statement in writing
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), certifying the dates to which the rent
and other charges, if any, have been paid, and stating whether or not, to the
best knowledge of the signer (but without having made any investigation), the
other party is in default beyond any applicable grace periods provided herein in
performance of any of its obligations under this Lease, and if so, specifying
each such default of which the signer may have knowledge (but without having
made any investigation), it being intended that any such statement delivered
pursuant hereto may be relied upon by others with whom the party requesting such
certificate may be dealing.
(d) Notwithstanding anything herein to the contrary, if due to
LESSOR's failure to perform any of its obligations under this Lease, LESSEE
shall be unable for at least five (5) consecutive business days to operate its
business in all or any portion of Premises, the rent with respect to that
portion of Premises so rendered unusable for the conduct of LESSEE's business
shall be reduced on a per diem basis for each day from the first day of such
interruption until Premises is no longer unusable for the conduct of LESSEE's
business and LESSOR has delivered notice thereof to LESSEE. The remedies
provided to LESSEE herein are in addition to all other remedies available to
LESSEE under this Lease, at law or in equity.
(e) LESSEE and LESSOR each hereby represents and warrants that it has
full right, power and authority to enter into this Lease and that the person
executing this Lease on behalf of LESSEE and LESSOR, respectively, is duly
authorized to do so.
(f) The captions of this Lease are for convenience of reference only,
and in no way define, limit or describe the scope or intent of this Lease or in
any way affect this Lease.
16
(g) LESSEE and LESSOR each represents and warrants to the other party
that such party has had no dealings or negotiations with any broker or agent in
connection with this Lease. LESSEE and LESSOR each hereby indemnifies and holds
the other party harmless of and from any claims, actions, damages, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees,
and disbursements) that may arise from any claim for a brokerage commission or
finder's fee by any person, firm or corporation claiming through the
indemnifying party. This paragraph shall survive the expiration or sooner
termination of this Lease.
(h) The payment by LESSEE of any item of rent or performance of any
obligation of LESSEE hereunder with knowledge of any breach of any covenant of
this Lease by LESSOR shall not be deemed a waiver thereof, and payment or
performance of the same by LESSEE shall be without prejudice to LESSEE's right
to pursue any remedy against LESSOR provided for at law or in this Lease.
(i) This Lease may be executed in counterparts, all of which taken
together shall constitute one and the same original, and the execution of
separate counterparts by LESSEE and LESSOR shall bind LESSEE and LESSOR as if
they had executed the same counterparts.
(j) LESSEE may place signs on Premises subject to LESSOR's prior
written consent not to be unreasonably withheld. Such signs shall comply with
local signage regulations.
(k) Each party shall, at any time and from time to time, execute,
acknowledge and deliver such further instruments and documents and take such
other actions as may be reasonably requested by the other in order to carry out
the intent and purposes of this Lease.
(1) LESSOR shall use its best efforts to minimize any interference
with the conduct of LESSEE's business at Premises, including without limitation,
by the operation of LESSOR's business on LESSOR's property.
17
IN WITNESS WHEREOF, the parties have set their hands this 29th day of
August, 1997.
LESSOR:
Signed and delivered THE ANDERSONS, INC
in the presence of:
/s/Xxxxx Xxx Xxxxxx By: /s/ Clim J Xxxxxxxx
----------------------------------- -------------------------------------
/s/ Xxxxxxxxx X. Xxxx Title: Pres PMG
----------------------------------- ----------------------------------
Signed and delivered LESSEE:
in the presence of: ------
/s/ Xxxxx Xxxxxx XXXXX XXXX PET FOOD COMPANY
----------------------------------- ------------
By: /s/
----------------------------------- -------------------------------------
Title: V.P. Finance
----------------------------------
STATE OF OHIO )
COUNTY OF XXXXX ) ss:
Before me, a Notary Public in and for said State and County, personally
appeared Xxxxx Xxxxxxxx, the President, Processing & Manufacturing Group of
The Andersons, Inc., an Ohio corporation, who acknowledged that he being
thereunto duly authorized, did sign the foregoing instrument in behalf of said
corporation and by authority of its board of directors on behalf of the
corporation and that the same is the free act and deed of said officer and of
said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 29th
day of August, 1997.
(SEAL) /s/ Xxxxx Xxx Xxxxxx
--------------------
Notary Public
XXXXX XXX XXXXXX
Notary public, State of Ohio
My Commission Expires 8-20-2000
STATE OF TENNESSEE )
COUNTY OF XXXXXXXXXX ) ss:
Before me, a Notary Public in and for said State and County, personally appeared
Xxx Xxxx, the Vice President, Finance, of Xxxxx Xxxx Pet Food Company, Inc., a
Minnesota corporation, who acknowledged' that he being thereunto duly
authorized, did sign the foregoing instrument in behalf of said corporation and
by authority of its board of directors on behalf of the corporation and that the
same is the free act and deed of said officer and of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 2nd day
of September, 1997.
(SEAL) /s/ Xxxxx Xxxxx
---------------
Notary Public
My Commission Expires May 11,1999
18
EXHIBIT A
MAP
19
EXHIBIT B
ASSETS BEING LEASED TO XXXXX XXXX
366 2932 BUILDINGS 0100021866 BULK & BAGGED FEED STOR & SHIP
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100021867 BULK & BAGGED FEED STOR & SHIP
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100022067 CONTROL ROOM ADDITION
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100021967 SPRINKLER SYSTEM
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100021868 BULK & BAGGED FEED STOR & SHIP
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100022068 CONTROL ROOM ADDITION
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100021968 SPRINKLER SYSTEM
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100021869 BULK & BAGGED FEED STOR & SHIP
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100022170 ADDTN'L BLDG DUMP SINK @ COR
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100207971 GRINDING HOUSE ADDTN'L STORAGE
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100327972 SYSTEM STORING BULK INGREDIENT
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0000000000 BOILER ROOM BLDG TEI
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100835477 CONCRETE BLOCK WALLS
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100836777 DIRECT ANDERSONS CHARGES
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0000000000 ELECT - BUILDING TEI # 85001
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834877 ELECTRIC ROOM TEI JOB #40801
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100835677 ELECTRICAL TEI JOB #96111
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834977 EMPLOYEE ROOM TEI JOB #41002
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100835077 EXTRUDER ROOM TEI JOB #41602
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100835177 FREIGHT ELEVATOR TEI JOB # 65002
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834677 MIL CONTROL ROOM TEI
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834277 MILL BUILDING TEI JOB #25001
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834377 MILL EXTENSION BLDG TEI
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834077 MILL EXTENSION FDN TEI
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100823977 MILL FOUNDATION TEI JOB # 1002-1
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100835377 MULTIPLE BLDG SUBCONTRACT
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0000000000 RECEIVING TUNNEL JOB #9002
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100835577 SUSPENDED CEILING TEI JOB #96103
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834777 TRUCK LOAD-OUT OFFICE TEI JOB
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834177 TRUCK SCALE FDN TEI JOB # 18031
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834477 WAREHOUSE BUILDING TEI
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100836778 DIRECT ANDERSONS CHARGES
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100835278 ELECTRICAL - BUILDING
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100835678 ELECTRICAL TEI JOB # 96111
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834978 EMPLOYEE ROOM TEI JOB #41002
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100881978 EXTERNAL PAINTING TEI JOB #9610
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100881878 GLASS & GLAZING TEI JOB # 96105
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100882078 INSULATION TEI#96125 J0B#700
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834278 MILL BUILDING TEI JOB #25001
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100834378 MILL EXTENSION BLDG TEI
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100835378 MULTIPLE BLDG SUBCONTRACT
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100882178 VENTS TEI JOB #26020 JOB # 700
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100835679 ELECTRICAL TEI
-------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0100882079 INST INSULATION ON INSIDE N.W.
-------------------------------------------------------------------------------------------------------
Page 1
EXHIBIT B
ASSETS BEING LEASED TO XXXXX XXXX
306 2932 BUILDINGS 0100894079 OVERHEAD GARAGE DOOR W/INSTALL
--------------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0000000000 INST EMERGENCY EXIT ON SOUTH
--------------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0101002280 INST HEATING EXIT ON SOUTH
--------------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0101113483 CONSRUCT CANOPY OVER FEEDMILL
--------------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0101113283 NEW ROOF OVER EXTRUDER ROOM
--------------------------------------------------------------------------------------------------------------
306 2932 BUILDINGS 0101113383 NEW ROOF OVER OLD FEEDMILL WHSE
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0000000000 BULK PROPANE TANK
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0000000000 9104-04 MELROE BOBCAT LOADER
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100416874 10 FENWALL EXTINGUISHERS
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100505574 TYLER PORTABLE SIEVE SHAKER W/
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100796176 ULTRAVIOLET LAMP
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100836677 DIRECT XXXXXXXX CHARGES
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0000000000 MACHINERY GEN. ITEMS TEI# 50
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100836577 MACH. INSTALLATION TEI# 96120
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100836177 RECEIVING MACHINERY TEI# 51
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100835877 SUMP PUMP-MILL FOUNDATION TEI
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100835777 SUMP PUMP-REC. TUNNEL TEI#
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100836277 TRUCK LOAD-OUT MACH TEI# 64001
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100835977 TRUCK SCALE TEI#33001-33006
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100836478 AIR COMPRESSOR, PLUMBING, ETC
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100823278 CENCO INFRARED MOIST. BAL.#266
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100845178 COMPACT BENCH SCALE 1000 LB CP
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0000000000 CONTROL PANELS TEI JOB#65003
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100836678 DIRECT XXXXXXXX CHARGES
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100840578 FENWAL PROTECT FOR FEED GRINDG
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100841178 LINCOLN LUBRIGUN W/PUMP, DRUM
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100836078 MACHINERY GEN. ITEMS TEI# 500
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100817578 MILL. WILEY XX.0 XXXXX XXXXXX
--------------------------------------------------------------------------------------------------------------
000 0000 MACH & EQP 0100836178 RECEIVING MACHINERY TEI# 5100
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100839678 ROLL-EZY ROLLING LADDER,12 STP
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100836278 TRUCK LOAD-OUT MACH TEI#64001
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100835978 TRUCKSCALE TEI#33001-33006
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100940379 INSULATION OF PIPES
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100836079 MACHINERY GENERAL ITEMS
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0000000000 PRODUCTION CONTROL CENTER FIRE
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0000000000 AIR OPERATED BIN HOIST ASSEMBL
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100910380 CATWALKS, LADDERS, STAIRS
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100896480 ELECT DEMAND METERS-COMPONENTS
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100962880 EVA. OF TOTAL FEED MILL AIR SY
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100974780 EXTEND COMPRESSED AIR SERVICE
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0000000000 MOTOROLA PAGER
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100988580 MOTOROLA PAGER
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100995480 MOTOROLA POCKET PAGER
----------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100993780 MOTOROLA POCKET PAGER
----------------------------------------------------------------------------------------------------------------
Page 2
EXHIBIT B
ASSETS BEING LEASED TO XXXXX XXXX
306 2942 MACH & EQP 0100940680 PLATFORM AT BIN 34 & BIN 35
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100958580 PORTA POWER-PORT HYDRAUL XXXX
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100913680 ROTATE HEAD SECTION OF LEG #1
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100913680 THREE TRASH BUGGIES
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0100946980 TWO 2-WAY RADIOS @ 1960.16 EA
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & E P 0101037781 BLACK & XXXXXX SUPER GRINDER
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101021381 INST ACCESS PLATFORM FOR SCREW
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101022181 INST INSPECTION DRS W/SAFETY
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101038581 INST NEW SPOUTING & GATES FR
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101002081 INSTALL SAFETY SHUTOFF SWITCH
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0000000000 PETFOOD BIN #43 TO PACKER
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101007981 PURCH & INSTL NEW AIR COMPRESS
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101029881 REPL 15 HP MOTOR ON BULK LOAD-
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101037681 SNAP-ON #CG2500 BSB PULLER SET
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0000000000 1 1/2 TON AIR HOIST IN MIL BSM
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101106883 1/2 TON AIR HOIST IN EXTRUDER
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101088783 BADGER 2" TURBOMETER FOR BOILR
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101088683 BADGER 2" TURBOMETER FOR BOILER
--------------------------------------------------------------------------------------------------------------
306 2942 MACH & EQP 0101106783 DRILL PRESS FOR FEED MAINTENNC
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0000000000 BULK & BAGGED FEED STOR & SHIP
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100027967 BULK & BAG FEED STOR & SHIPPNG
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100027968 BULK & BAG FEED STOR & SHIPPNG
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100027969 BULK & BAG FEED STOR & SHIPPNG
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100307471 ADD'XX XXXX - BAGGING LINE
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100205171 BENCH SCALE
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100307472 ADD'XX XXXX - BAGGING LINE
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100328072 SYSTEM STORING BULK INGREDIENT
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100328073 SYSTEM STORING BULK INGREDIENT
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100837477 BAGGING MACHINERY TEI#63001
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100838277 DIRECT XXXXXXXX CHARGES
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100837377 EXTRUDING MACHINERY
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100837177 FORMULATION MACHINERY
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100837977 FUEL OIL & PROPANE SYSTEM
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0000000000 HOT WATER SYSTEM TEI# 72010
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100837677 MECHANICAL GEN. ITEMS
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100838077 MISC. LIQUIDS SYSTEMS TEI#
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100838177 PROCESS PIPING TEI# 96123
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100837777 STEAM EQUIPMENT TEI# 71001-
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100837478 BAGGING MACHINERY TEI# 63001-
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100838278 DIRECT XXXXXXXX CHARGES
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100837378 EXTRUDING MACHINERY TEI#55001
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100837178 FORMULATION MACHINERY
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100837678 MECHANICAL GEN ITEMS TEI#70001
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100838078 MISC. LIQUID SYSTEMS TEI #74001
--------------------------------------------------------------------------------------------------------------
Page 3
EXHIBIT B
ASSETS BEING LEASED TO XXXXX XXXX
306 2950 PROCESSNG 0100838178 PROCESS PIPING TEI#96123
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0000000000 STEAM EQUIPMENT TEI#71001-7103
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100882678 TOLEDO SCALE COMPUTER SYSTEM
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100856878 VIBRA SCREW BIN ACTIVATORS FOR
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100910479 CHANGES TO 5 & 10 LB BAG LINE
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100940479 CHANGES TO MIXER
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0000000000 EXTRUDER ROOM EXHAUST FAN
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100901279 FINAL SCREENG SHAKER-BULK LOAD
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100926179 FINAL SCREENING SHAKER-FABRI
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100926279 FINAL SCREENING SHAKER-FABRIC
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100896579 MODIFICATION OF LIQUID SYSTEM
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100882679 TOLEDO SCALE COMPUTER SYSTEM
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0000000000 WENGER FEED SYS & PRE-CONDITNR
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100977380 DESIGN, FABRICATE-INSTALL NEW
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100901280 FINAL SCREENG SHAKER-BULK LOAD
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100976780 INST HIGH-LEVEL CUT-OFF ON FAT
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100901080 INST SPOUT MAGNETS FOR BAGGING
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100948080 INSTALL BIN AERATION SYSTEM IN
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100977280 INSTALL NEW SURGE TANK IN MAIN
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100947480 REDESIGN FINES CONVEYOR TO THE
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100994980 REPL 15 H.P. MOTORS W/10 H.P.
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100947580 REROUTE SPOUTING FROM BINS 54,
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100913780 SYS TO RETURN MATERIAL FR MIXR
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100882681 COMPLETE TOLEDO SCALE COMPUTER
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0101026381 INST HI-AMP STOP SWITCH ON PET
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0101031981 INST SPLIT SPOUT DISCHARGE FRM
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0101002181 INST TEMPERATURE & FEED RATE
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100948081 INSTALL BIN AERATION SYSTEM IN
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0101021481 REPL VARIABLE SPEED DRIVE ON
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0100994981 XXXXXXX 00 X.X. XXXXXX X/00 X.
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0101029781 REVISE MOTOR THERMAL DETECTOR
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0101069382 XXXXX AUTOMATIC BAG PLACER
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0101069682 INST NEW SEPARATE STACK- #2
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0101065782 NEW BOILER & FEED PUMP PURCH &
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0101069483 DESIGN & INST NEW PROCESS WATR
--------------------------------------------------------------------------------------------------------------
306 2950 PROCESSNG 0101148383 INSULATE ALL 2" (AND LARGER) S
--------------------------------------------------------------------------------------------------------------
306 2962 POLL CONT 0100836377 DUST COLLECTION SYSTEM
--------------------------------------------------------------------------------------------------------------
Page 4
EXHIBIT C
MAP
24
ADDENDUM TO LEASE
This Addendum to Lease dated this __ day of __, 1997 is by and between The
Andersons, Inc. ("LESSOR") and Xxxxx Xxxx Pet Food Company, Inc. ("LESSEE").
1. LESSOR hereby gives, grants and conveys to LESSEE the nonexclusive
right and easement for access, use, ingress and egress to and from the parking
areas, driveways, roadways, curbcuts and entrances of the property contiguous
and adjacent to Premises (hereinafter "Andersons Property" which is further
described in Exhibit A attached hereto) for use by vehicular and pedestrian
traffic by LESSEE'S customers, invitees, employees, agents, servants and
independent contractors in common with others. LESSOR shall not obstruct or
block any such access, ingress or egress nor the visibility or sight line of
Premises by any improvements within a 200 foot radius of Premises except
temporarily for repairs or construction or for brief time periods because of
rail traffic. LESSOR shall endeavor to minimize same. This provision shall be a
covenant running with the land.
WITNESSED: LESSOR:
/s/ Xxxxx Xxxxxx THE ANDERSONS, INC
________________________________ /s/ Xxxxx X. Xxxxxxxx
/s/ Xxxxxxxxx X. Xxxx By: _________________________________
________________________________ President PMG
(As to Lessor) Title _______________________________
LESSEE:
XXXXX XXXX PET FOOD COMPANY, INC.
/s/Xxxxx Xxxxxx /s/
______________________________ By: __________________________________
______________________________ V. P. Finance
(As to Lessee) Title: ________________________________
19
EXHIBIT A
MAP
26
