TERMINATION OF
LEASE AGREEMENT
Agreement made this 25th day of September, 1996, by and between Casella
Associates, a Vermont partnership of Rutland, Vermont (hereinafter referred to
as "Associates") and Xxxxxxx Waste Management, Inc., a Vermont corporation with
a principal place of business at Rutland, Vermont (hereinafter referred to as
"CWM"). Any and all references within this Agreement to "the parties" shall mean
the aforementioned "Associates" and "CWM".
RECITALS
Whereas, the parties entered into a Lease Agreement, dated August 1, 1993
(hereinafter referred to as the "Lease Agreement") with respect to property
located at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX (hereinafter referred to as the
"Premises"); and
Whereas, the term of said Lease Agreement was for a period of 117 months, ending
on April 30, 2003; and
Whereas, the parties now wish to terminate said Lease Agreement, specifically
due to the fact that CWM has paid to Associates the total amount of monies
necessary to satisfy the Green Mountain Bank Covenant as specified in Section 18
of the Lease Agreement.
PROVISIONS
Now therefore, in consideration of the mutual terms and covenants contained
herein, the parties agree as follows:
1. Associates hereby acknowledges receipt of the sum of $191,868.98 from CWM on
September 25, 1996.
2. Associates hereby acknowledges and agrees that said $191,868.98 represents
the full and final payment due by CWM under the terms of the Lease Agreement.
3. The parties hereto agree that said Lease Agreement, dated August 1, 1993, is
hereby terminated effective September 30, 1996, and that all the terms and
conditions contained in said Agreement are hereby null and void.
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In witness whereof, the parties have hereunto set their hands and seals this
25th day of September, 1996.
Casella Associates,
By:
-------------------------------- -----------------------------------
Xxxx X. Xxxxxxx, General Partner
Xxxxxxx Waste Management, Inc.
By:
------------------------------------
--------------------------------- Xxxxx X. Xxxxx, Vice President &
Treasurer
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LEASE AGREEMENT
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This Lease Agreement is made this 1st day of August, 1993, by and
between CASELLA ASSOCIATES, a Vermont partnership of Rutland, Vermont,
hereinafter collectively referred to as Lessor, and XXXXXXX WASTE MANAGEMENT,
INC., a Vermont corporation with offices in the City of Rutland, County of
Rutland and State of Vermont, hereinafter referred to as Lessee.
KNOWN ALL MEN BY THESE PRESENT, that for One Dollar and other good and
valuable consideration, receipt of which is acknowledged the above mentioned
parties on the date first above written have agreed to the following:
1. Description. Lessor does hereby let and lease and Lessee hereby
accepts lease of certain premises located at 000 Xxxxxxx Xxxxxx, in the Town of
Middlebury, Vermont (hereinafter "Premises").
2. Term. This Lease is for a term of one hundred seventeen (117)
months commencing on the 1st day of August, 1993, and to continue until April
30, 2003.
3. Rent. The rent due under the terms of this Lease shall be as set
forth herein and as follows:
(a) The rent for August 1, 1993 through April 30, 1994 shall be
the monthly sum of Two Thousand Two Hundred and no/100
Dollars ($2,200.00).
(b) The rent for May 1, 1994 through April 30, 1995 shall be the
monthly sum of Three Thousand Two Hundred and no/100 Dollars
($3,200.00). After April 30, 1995, an annual adjustment to
the rent may be made by Lessor to give full and adequate
consideration to the increase in the consumer price index,
using the consumer price index for all urban consumers,
Boston, Massachusetts, or an equivalent index, indicating
the amount of inflation during the latest period of the
lease.
4. Rent Payments Due. The rent payments specified herein shall be made
monthly. Payments are to be made on the 1st day of each month unless a payment
schedule is otherwise agreed upon by the parties.
5. Insurance and Indemnification. The Lessee shall keep the Premises
insured against loss or damage by fire with extended coverage endorsement in an
amount sufficient to prevent the Lessor from becoming a co-insurer under the
terms of the applicable policies, but in any event, in an amount not less than
ninety percent
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(90%) of the full insurable value as determined from time to time. The Lessor
shall be named as an additional insured.
The Lessee shall indemnify the Lessor against any liability or loss
arising out of injury to any person, or damage to any property belonging to the
Lessee, the Lessor, or to any other person, occurring in or about the Premises,
and the Lessee shall keep the Premises insured, at its sole cost and expense,
against claims for personal injury or property damage under a policy of general
public liability insurance, with limits of at least $500,000/$1,000,000 for
bodily injury and $500,000 for property damage. Such policies shall name the
Lessor and the Lessee as the insureds. Within ten (10) days after the date
hereof, the Lessee shall deliver to the Lessor, certificates of insurance
certifying that such insurance is in full force and effect. Lessee shall
continue to deliver such certificates of insurance during the term of this
Lease, at least annually.
If, at anytime after the execution hereof, the improvements on the
demised Premises are destroyed or damaged by fire or the elements or by any
other cause whatsoever, Lessor at its expense to the extent that there are
sufficient insurance proceeds, shall restore or rebuild them as nearly as
practicable to the condition existing just prior to such destruction or damage
except that if said improvements are destroyed or damaged during the last two
years of the term of this Lease. If the Premises are not rebuilt, the proceeds
of the insurance shall go to the Lessor.
6. Repairs. Lessee shall at all times be responsible for all repairs
and maintenance on and to the Premises, including but not limited to major
structural repairs and roof repairs.
7. Taxes. The Lessee, in addition to the fixed rent provided for
herein, shall pay all taxes and assessments upon the Premises and upon the
buildings and improvements thereon, which are assessed during the lease term.
8. Utilities. The Lessee shall pay all charges for gas, electricity,
light, heat, power and telephone or other communication services used, rendered
or supplied upon or in connection with the Premises, and shall indemnify the
Lessor against any liability or damages on such account.
9. Default. If the Premises shall be deserted or vacated, or if
proceedings are commenced against the Lessee in any court under a bankruptcy act
or for the appointment of a trustee or a receiver of the Lessee's property
either before or after the commencement of the Lease term, or if there shall be
a default in the payment of rent or any part thereof for more than ten (10) days
after written notice of such default by the Lessor, or if there shall be default
in the performance of any other covenant, agreement, condition, rule or
regulation herein contained or hereafter established on the part of the Lessee
for more than twenty (20) days after written
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notice of such default by the Lessor, this Lease, if the Lessor so elects, shall
thereupon become null and void, and the Lessor shall have the right to re-enter
or repossess the Premises, either by force, summary proceedings, surrender or
otherwise and dispossess and remove therefrom the Lessee, or other occupants
thereof, and their effects, without being liable to any prosecution therefor.
In case of default, the Lessor may, at its option, re-let the Premises
or any part thereof, as the agent of the Lessee and the Lessee shall pay the
Lessor the difference between the rent hereby reserved and agreed to be paid by
the Lessee for the portion of the term remaining at the time of re-entry or
repossession and the amount, if any, received or to be received under such
re-letting for such portion of the term.
10. Assignment. Lessee shall not assign this Lease without Lessor's
written approval of the assignment, which approval may be withheld by Lessor for
any reason. Lessor shall either grant approval of any assignment or withhold
approval of any assignment within thirty (30) days after notice in writing by
the Lessee to the Lessor of the proposed assignment. Lessor retains a right to
assign this Lease without Lessee's consent or approval.
11. Acceptance of Property. At the commencement of the term, the
Lessee shall accept the buildings, improvements and any equipment on or in the
Premises, in their existing condition. No representation, statement or warranty,
expressed or implied, has been made by or on behalf of the Lessor as to such
condition, or as the use that may be made on such property. In no event shall
the Landlord be liable for any defect in such property or for any limitation on
its use.
12. Reimbursement of Expenses. The Lessee shall pay and indemnify the
Lessor against all legal costs and charges, including counsel fees lawfully and
reasonably incurred in obtaining possession of the Premises after a default of
the Lessee, as defined in this lease, or after Lessee's default in surrendering
possession upon the expiration or earlier termination of the term of the lease
or enforcing any covenant of the Lessee herein contained.
13. Lessor's Right of Access. The Lessor and its representatives may
enter the Premises at any reasonable time for the purpose of inspecting the
Premises, performing any work which the Lessor elects to undertake or was made
necessary by reason of the Lessee's default under the terms of this Lease,
exhibiting the Premises for sale, lease or mortgage financing, or posting
notices of non responsibility under any mechanic's lien law.
14. Leasehold Improvements. Lessee shall not make any leasehold
improvements to the premises without Lessor's prior consent.
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15. Binding Effect. The covenants, conditions and agreements contained
in this Lease shall bind and inure to the benefit of the parties hereto and
their respective heirs, legal representatives, successors and, except as
otherwise provided herein, their assigns.
16. Condition of Property. Upon expiration or termination of the Lease
or any extension thereof, the Lessee shall deliver up said Premises and
improvements thereto to said Lessor in as good condition as they were in at the
commencement of this Lease, or may have been put in during the term of this
Lease, except for ordinary wear and tear.
17. Title to Lease Premises. The Lessor represents and warrants that
it is the owner of the leased premises and has the right to make this Lease and
that the Lessee, on paying the rent herein reserved and upon performing all of
the terms and conditions of this Lease on its part to be performed, shall at all
times during the term herein demised peacefully and quietly have, hold and enjoy
the Premises.
18. Green Mountain Bank Covenant. So long as any outstanding balance
remains on the Green Mountain Bank $1,340,000 Term Loan to Casella Associates
("Lessor"), Lessor and Lessee shall not make any modifications to this Lease
Agreement without the written consent to do so from Green Mountain Bank. This
Lease Agreement may only be terminated prior to the expiration of the Lease
Term, if Lessor or Lessee pays 15.2% of the then current outstanding principal
balance on the Term Loan to Green Mountain Bank.
19. Compliance with Laws. Lessee agrees to comply with all local,
state and federal laws with regard to the Premises and its maintenance and
improvement thereof.
20. Law. This Lease shall be governed by the laws of Vermont.
IN WITNESS WHEREOF, Lessor and Lessee have respectfully signed and
sealed this Lease Agreement as of the date and year first above written.
LESSOR
CASELLA ASSOCIATES
By:
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Witness Duly Authorized Partner
LESSEE
XXXXXXX WASTE MANAGEMENT, INC.
_______________________________ By: __________________________
Witness Its Duly Authorized Agent
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