THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT 10.15
AMENDED AND RESTATED LEASE AGREEMENT
THIS AMENDED AND RESTATED LEASE AGREEMENT is made and executed this 14 day
of October, 1997 by and between XXX XXXXXXX and XXX XXXXXXX, husband and wife,
of Franklin Township, Huntingdon County, Pennsylvania (referred to in the
singular as "Lessor")
-AND-
AQUAPENN SPRING WATER COMPANY, INC., a Pennsylvania Business Corporation, with
offices at Xxx XxxxXxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxx (referred to as
"Lessee").
BACKGROUND
A. Lessor and Xxxxxx X. Xxxxx, III, entered into a Lease Agreement dated
October 28, 1986 (the "Lease Agreement"), whereby Lessor leased to Xxxxx certain
real estate in Franklin Township, Huntingdon County, Pennsylvania, as more fully
described on Exhibit "A" attached hereto and made a part hereof by this
reference (the "Leased Premises").
B. On May 27, 1988, Lessor and Xxxxxx X. Xxxxx, III entered into a
Memorandum of Lease and Right of First Refusal which was recorded in the Office
of the
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
Recorder of Deeds of Huntingdon County, Pennsylvania on June 20, 1988 at record
book 218, page 274.
C. On December 22, 1988, Xxxxxx X. Xxxxx, III, assigned his rights under
the Lease Agreement to Lessee by a certain Assignment and Assumption Agreement
which was recorded in the Office of the Recorder of Deeds of Huntingdon County,
Pennsylvania on March 10, 1989 at record book 232, page 497.
X. Xxxxxx and Lessee mutually desire to amend and restate the Lease
Agreement in the manner set forth herein.
NOW THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. LEASED PREMISES. Lessor for and in consideration of the rents, covenants
and conditions contained in this Lease, does hereby lease to Lessee, and Lessee
leases and accepts from Lessor, the real property consisting of approximately
seventy four (74) acres, upon which are located three (3) springs, which is more
fully described in Exhibit "A" attached hereto and by this reference made a part
hereof, together with the right of ingress, egress and regress (the "Leased
Premises").
2. LESSOR'S WARRANTY OF TITLE. Lessor hereby represents and warrants that
Lessor is the owner in fee simple absolute of the Leased Premises, subject to
2
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
the covenants, conditions, restrictions and easements of record, if any, which
matters of record will not unreasonably interfere with Lessee's use of the
Leased Premises. Lessee is aware of water rights previously granted by
predecessors in title to Lessor herein as set forth in Huntingdon County Deed
Book Vol. 64, Page 685, attached hereto as Exhibit "B".
3. LESSOR'S WARRANTY OF QUIET ENJOYMENT. Lessor covenants and agrees that
Lessee, and Lessee exclusively, in paying the rent and other charges herein
provided for and observing and keeping the covenants, conditions and terms of
this Lease on Lessee's part to be kept or performed, shall lawfully and quietly
hold, occupy, use and enjoy the Leased Premises during the term of this Lease
without hindrance or molestation by Lessor or any person claiming under Lessor,
except as set forth herein relating to rights retained by Lessor.
4. LEASE TERM. The term of this Lease shall end on December 31, 2017,
subject to the terms and conditions set forth herein. Provided, however, Lessee
may, at any time during the term of this Lease Agreement, upon five (5) year's
written notice to Lessor, terminate this Lease Agreement for any reason
whatsoever, provided that any rental due for the last year shall be prorated to
the date of termination of the Lease. The commencement of the lease term is
expressly contingent upon Lessee obtaining from the Pennsylvania Department of
Environmental Protection, or any other such regulatory agency, a permit for the
bottling of water from the Leased Premises or such other premises as Lessee
shall pipe, haul or otherwise transport the water to. If this Lease is
terminated by Lessee prior to
3
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
December 31, 2017 by exercising its five (5) year termination rights herein, the
Lease shall terminate in its entirety on the date of termination and Lessee
shall have no rights under this Lease Agreement and in particular shall not
retain any options set forth in paragraph 18 hereinafter, subsequent to the date
of termination.
5. RENT. Lessee shall pay Lessor rent for the use and occupancy of the
Leased Premises in the amounts set forth on Exhibit "C" attached hereto and made
a part hereof by this reference. All rent shall be payable in advance on or
before the first day of each year during the term of this Lease Agreement.
[ ].
6. REAL ESTATE TAXES. Lessee shall pay any real estate taxes levied and
assessed against the Leased Premises during the term hereof. Such taxes shall be
paid either to Lessor or to the appropriate taxing authorities, at the election
of Lessee, prior to such time as such taxes shall become delinquent.
7. USE OF LEASED PREMISES. Lessor and Lessee hereby acknowledge it is their
intention that the Leased Premises be used by Lessee as a source of potable
water which will be collected by Lessee into a tank or tanks to be constructed
by Lessee on the Leased Premises which tank or tanks will be in the vicinity of
the springs used as a water source by the Lessor. Lessee agrees that unless
otherwise permitted by Lessor he will construct not more than one (1) tank for
each spring on the Leased Premises. The parties further intend that this Lease
specifically includes the right to take, draw and otherwise use
4
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
for sale or other commercial purposes water which flows from any and all springs
located on the Leased Premises. Neither party shall do any act that would
disrupt, pollute, impair or otherwise harm the spring water, keeping in mind
that the water is intended to be a source of potable drinking water for use by
Lessors and sale by Lessee. Lessee at its sole discretion, may drill xxxxx at
the spring site, in order to manage the flow of water from the springs.
8. CONSTRUCTION AND OPERATION BY LESSEE. Lessee shall at its own expense
construct such tank or tanks, spring covers and enclosures, water lines and
non-chemical filtration or purification systems as shall be necessary or
expedient for the operation of Lessee's contemplated business on the Leased
Premises. Prior to commencing any construction (including any alteration or
improvements), Lessee shall submit to Lessor for approval the plans for the
projected construction project. Lessor shall have ten (10) days from the day the
plans are submitted to them to approve or disapprove the projected construction
project, provided that the approval for any projected construction project shall
not be unreasonably withheld. All construction and operations done by Lessee,
its agents or subcontractors shall be performed in a careful and prudent manner.
All operations of Lessee shall be conducted in conformance with applicable
federal, state or municipal regulations, and Lessee shall be solely responsible
for the manner in which said operations are conducted. Lessee shall be
responsible for obtaining any and all permits which are required for its use,
operation or construction of the Leased Premises. Upon termination of this Lease
any improvements built upon the Leased Property shall become the property of the
Lessor unless Lessor gives Lessee notice to remove any such improvements,
provided that any tank or
5
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
tanks and any purification or filtration equipment used by Lessee shall remain
the property of Lessee and shall be removed at the termination of this Lease. In
the event Lessee receives notice to remove improvements upon the termination of
this Lease, Lessee shall remove those improvements at its sole expense within
sixty (60) days of such notice.
9. LESSOR'S WATER SUPPLY. The parties acknowledge that drinking water for
Lessor's use is being provided by the springs where Lessee will be conducting
its operations. Lessee shall use its best efforts to ensure that the Lessor
shall have a sufficient supply of water to Lessor's farmhouse for personal
domestic purposes. In the event that Lessor's drinking water is materially
disturbed through the fault of the operations of Lessee, upon written notice
thereof given by Lessor to Lessee, Lessee shall halt construction or operations
on the Leased Premises until such time as Lessor shall be provided a sufficient
supply of water as aforesaid.
10. OTHER USE OF WATER AND LEASED PREMISES. In addition to the Lessor's
supply of water referred to in Paragraph 9 hereof, Lessee agrees that it shall
use its best efforts to ensure that the home formerly owned by Xxxxxxx Xxxxxx
shall have a sufficient supply of water as required by the agreement recorded in
Huntingdon County Deed Book Vol. 64 at page 685. In addition, Lessor shall be
entitled to provide a sufficient supply of water for personal domestic purposes
to two (2) additional homes, which may be hereinafter constructed for members of
Lessor's immediate family. The water right for those two (2) homes, which
hereinafter may be constructed, shall be perpetual enabling them to use water
from the spring serving the Lessor's home for domestic purposes in perpetuity.
6
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
Lessee shall have the right to approve and supervise the installation of the
water line from the spring to the two (2) new houses which Lessor is permitted
to build during the term of this agreement. Lessor shall be entitled to use the
cabin by the large spring so long as its use does not pollute the springs to any
extent nor interfere with Lessee's operations.
11. FISHING AND HUNTING RIGHTS. Lessor retains the fishing rights to Spruce
Creek on the Leased Premises and further retains the right to xxxx on the Leased
Premises. Lessee acknowledges that Lessor intends to continue to exercise
fishing rights on behalf of members of his family and retains the right to lease
his fishing rights to the Xxxxxx Fishing Club in accordance with previous
practice over decades. The parties have hereto agreed that such fishing rights
and lease of fishing rights shall continue subject to such reasonable
restrictions as may be necessary so that the Lessor, Lessor's heirs and assigns
and/or the members of the Xxxxxx Fishing Club do not interfere with the
operations of the Lessee or pollute the water source on the Leased Premises. Any
payments for such leases are the property of the Lessor.
12. RIGHT-OF-WAY. The parties acknowledge that a roadway or right-of-way
currently exists over the Leased Premises. Lessor for Lessor, Lessor's heirs,
and assigns and for Lessor's fishing and hunting licensees and/or lessee,
retains an easement over the said roadway for purposes of ingress, egress and
regress to exercise all rights consistent with and permitted under this
agreement. Lessee shall be responsible for the cost of maintenance and
improvement to said roadway, however no maintenance or improvements shall be
7
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
conducted on the said roadway without the prior consent of Lessor, which consent
shall not be unreasonably withheld.
13. TREE OPERATIONS. Lessor shall have the right to conduct timbering
operations on the Leased Property which shall be limited to the cutting of
individual dead trees and individual live saw grade trees. Provided, however,
Lessor shall not have the right to perform any clear cutting nor shall Lessor's
timbering operations interfere in any way with Lessee's use of the Leased
Premises. Lessor shall provide prior notice to Lessee of any proposed timbering
on the Leased Premises, which notice shall describe the number and location of
any trees to be cut. Lessor shall be permitted to grow Christmas trees on two
fields that are currently planted and to harvest such trees at maturity provided
that Lessor's Christmas Tree growing activity shall not make use of fertilizers,
pesticides or other chemicals and shall not unreasonably interfere with Lessee's
use and occupancy of the Leased Premises.
14. ASSIGNMENT OF LEASE. Lessee may, at any time or from time to time
during the term hereof, encumber by mortgage or other security instrument, by
way of collateral assignment or otherwise, Lessee's interest under this Lease
and the leasehold estate hereby created for any purpose, without the consent of
Lessor. Lessee shall have the right to assign its estate and interest in this
lease to any entity to which the Lessee owns an interest, subject, however, to
the understanding that the obligations of Lessee hereunder shall not be released
as to Lessee individually unless Lessor herein, Lessor's heirs, administrators,
successors or assigns agree to release Lessee from Lessee's obligations
hereunder; otherwise,
8
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
this Lease shall not be assignable or the Leased Premises sublet without the
express written consent of the Lessor.
15. LIABILITY INSURANCE. Lessee shall acquire and keep in effect during the
term hereof a policy or policies of liability insurance in an amount of not less
than [ ] which shall name Lessor as insured parties thereon.
16. INDEMNITY OF LESSEE. The Lessee shall indemnify and save harmless the
Lessors from any and all loss and of and from any and all causes of action,
claims, reckonings or accounts whatsoever relating to the work and business of
the Lessee as set forth in this Lease, whether such claims be made by or caused
by any governmental agency, Lessee, invitees of Lessee, Lessee's agents,
servants or workmen, or any other person acting by or through Lessee.
17. INDEMNITY OF LESSOR. Lessor hereby agrees to indemnify and to hold
Lessee harmless against any loss, cost, damage or expense, including reasonable
attorney's fees, which Lessee should sustain by virtue of Lessor's violation of
any term hereof.
18. RIGHT OF FIRST REFUSAL. Lessor hereby grants to Lessee a right of first
refusal to purchase or lease the Leased Premises, (herein called "the property")
to be exercised in the following manner. If the Lessor shall receive a bona fide
offer from another person or entity to purchase or lease the property, or any
portion thereof, the Lessor shall send to the Lessee a copy of the proposed
contract, and shall further notify the Lessee of the
9
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
intention of the Lessor to accept the same. The Lessee shall then have the right
within thirty (30) days to accept the terms of the said contract in its own name
for the gross purchase price or rental and on the terms specified in the same
contract, and shall enter into a contract with Lessor setting forth those same
terms and conditions. If the Lessee shall not so elect within the same period,
the Lessor may then sell or lease the property to the said buyer or lessee,
provided that such sale or lease is on the same terms and conditions and for the
price set forth in the same contract submitted to the Lessee. This right of
first refusal shall continue during the term of this lease agreement and for ten
(10) years thereafter. This right of first refusal shall not prohibit any
transfer of the property between the current owners, nor shall it prohibit the
gift or devise of the property by a current owner to spouse or issue, provided
that the terms of this right of first refusal shall be binding upon said spouse
or issue.
19. SURVEY: TITLE SEARCH. Lessee shall arrange for and obtain, at its sole
cost and expense, a survey and title search of the Leased Premises for the
purpose of establishing agreement on the correct boundary between the upper
twelve (12) acre field on the Leased Premises and adjacent land owned by
R. Xxxxx Xxxxxxxx.
20. DEMOLITION OF COTTAGES. Lessee shall, at its sole cost and expense,
demolish the two (2) cottages on the Leased Premises known as the "Xxxxx" and
"XxXxxxxxxx" cottages following January 1, 1998. Prior to the demolition, Lessor
shall be permitted to remove any salvageable items from these cottages.
10
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
21. RESTORATION OF FOOTBRIDGES; XXXXXXX COTTAGE. If appropriate regulatory
approvals are received (including, without limitation, the Commonwealth of
Pennsylvania, Department of Environmental Protection), Lessee shall, at its sole
cost and expense, restore the two footbridges that cross the creek to the lower
cabin by the big spring. In the event such footbridges are restored by Lessee,
Lessee shall, during the lease term, keep the approaches to such footbridges
clear of brush and weeds. Lessee shall also evaluate the feasibility and expense
of restoring and providing electrical service to the Xxxxxxx cottage. Lessee
shall, within a reasonable time, inform Lessor of its findings on this subject.
Provided, however, that notwithstanding any restoration of the Xxxxxxx cottage,
Lessee shall continue to be permitted to obtain water from the Xxxxxxx spring.
22. REPAIR OF RESIDENTIAL WATER LINE. Lessee shall, within sixty (60) days
of the full execution of this Lease, at its sole cost and expense, repair and/or
replace the water line to Lessor's residence.
23. ISSUANCE OF STOCK; OPTION. Lessee shall, within thirty (30) days of the
execution of this Lease Agreement, [
] Further,
within thirty (30) days of the execution of this Lease Agreement, Lessee shall
issue to Lessor an option to purchase up to twenty thousand and No/100 (20,000)
shares of its Common Stock at a price of Five and No/100 ($5.00) Dollars per
share. Such option shall be exercisable immediately and shall continue for a
term of ten (10) years from the date of its issuance.
11
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
24. PARTIAL INVALIDITY. If any term, covenant, condition or provision of
this Lease is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the provisions shall remain in full force and
effect and shall in no way be affected, impaired, or invalidated.
25. AGENCY. Nothing contained in this Lease shall be deemed or construed by
the parties or by any third person to create the relationship of principal and
agent or of partnership or of joint venture or of any association between Lessor
and Lessee, and neither the method of computation of rent nor any other
provisions contained in this Lease nor any acts of the parties shall be deemed
to create any relationship between Lessor and Lessee, other than the
relationship of Lessor and Lessee.
26. NUMBER AND GENDER. In this Lease the neuter gender includes the
feminine and masculine, and the singular number includes the plural, and the
word "Person" includes corporation, partnership, firm, or association wherever
the context so requires.
27. CAPTIONS. Captions of the articles, sections, and paragraphs of this
Lease are for convenience and reference only, and the words contained therein
shall in no way be held to explain, modify, amplify, or aid in the
interpretation, construction, or meaning of the provisions of this Lease.
28. RECORDING. A Memorandum of this Lease and Right of First Refusal
contained therein may be recorded at the option and expense of Lessee. Lessor
shall execute and acknowledge any such Memorandum upon request of Lessee.
12
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
29. NOTICES. All notices to be sent shall be addressed as follows:
If to Lessor: Mr. and Xxx. Xxx Xxxxxxx
XX-00 Xxx 00
Xxxxxxxxxxxx Xxxxxxx, XX 00000
with a copy to: Xxxx X. Xxxxx, Esquire
Henry, Corcelius, Gates, Gill & Ody, P.C.
000 Xxxx Xxxxxx, X.X. Xxx 000
Xxxxxxxxxx, XX 00000
if to Lessee: AquaPenn Spring Water Company, Inc.
Xxx XxxxXxxx Xxxxx
X.X. Xxx 000
Xxxxxxxxx, XX 00000
with a copy to: Xxxxxx X. Xxxxxx, Esquire
XxXxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxx
Xxxxx Xxxxxxx, XX 00000-0000
30. BINDING EFFECT. The agreement shall be binding upon and inure to the
benefit of the heirs, personal representatives, successors and assigns of the
parties hereto.
31. ENTIRE AGREEMENT. This Lease contains the entire agreement of the
parties with respect to the matters covered by or related to this Lease, and no
other agreement, statement, or promise made by any party, or to any employee,
officer, or agent of any party, which is not contained in this Lease shall be
binding or valid.
IN WITNESS WHEREOF, the undersigned Lessor and Lessee hereto execute this
Agreement as of the day and year first above written.
13
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
WITNESSES: LESSOR:
(Illegible signature) /s/ Xxx Xxxxxxx
----------------------------- -----------------------------------
Xxx Xxxxxxx
(Illegible signature) /s/ Xxx Xxxxxxx
----------------------------- -----------------------------------
Xxx Xxxxxxx
ATTEST: LESSEE: AQUAPENN SPRING WATER
COMPANY, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx, III
----------------------------- -----------------------------------
Xxxxxx X. Xxxxx
By: President
-----------------------------------
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF CENTRE :
------
On this 14 day of October, 1997, before me a notary public, the undersigned
officer, personally appeared XXX XXXXXXX, known to me (or satisfactorily proven)
to be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purpose therein contained.
IN WITNESS THEREOF, I have hereunto set my hand and notarial seal. My
commission expires:
/s/ Xxxxxxx X. Xxxxxxx (SEAL)
-----------------------------------
Notary Public
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF CENTRE :
------
On this 14 day of October, 1997, before me a notary public, the undersigned
officer, personally appeared XXX XXXXXXX, known to me (or satisfactorily proven)
to be the person whose name is subscribed to the within instrument, and
acknowledged that she executed the same for the purpose therein contained.
IN WITNESS THEREOF, I have hereunto set my hand and notarial seal. My
commission expires:
/s/ Xxxxxxx X. Xxxxxxx (SEAL)
-----------------------------------
Notary Public
15
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF CENTRE :
------
On this 14 day of October, 1997, before me a notary public, the
undersigned officer, personally appeared XXXXXX X. XXXXX III, the PRESIDENT of
AQUAPENN SPRING WATER COMPANY, INC., known to me (or satisfactorily proven) to
be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purpose therein contained.
IN WITNESS THEREOF, I have hereunto set my hand and notarial
seal. My commission expires:
/s/ Xxxxxxx X. Xxxxxxx (SEAL)
-----------------------------------
Notary Public
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT "A"
(See Attached)
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
Page 685
THIS DEED,
Made (illegible text)
Between Xxxxxx X. Xxxxxxx (illegible text) the City of Williamsport, County of
Lycoming and Commonwealth of Pennsylvania
Grantor
and Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, his wife, both of Franklin
Township, Huntingdon County, Pennsylvania, as tenants by the
entireties,
Grantees
Witnesseth, that in consideration of
---------------Twenty-six Hundred ($2600.00)------------Dollars
in hand paid, the receipt whereof is hereby acknowledged, the said grantor does
hereby grant
and convey to the said grantees, survivor of them, their heirs and assigns
All that certain parcel or lot of ground with buildings erected thereon situate
in the Village of Graysville, Franklin Township, Huntingdon County,
Pennsylvania, described as follows:
Beginning at a point at a walled spring marked by an iron axle at lands of
X. X. Xxxxxx near the left bank of the Spruce Creek, thence by lands of said
X. X. Xxxxxx North one (1) degree fifty-six (56) minutes West three hundred-four
and ninety-four hundredths (304.94) feet to a point marked by an iron axle in an
abandoned road at lands of Xxxx X. Xxxxxxxx, thence by said lands and abandoned
road North seventy-nine (79) degrees East two hundred twenty-three (223) feet to
a point marked by an iron pin at the edge of a private lane; thence along the
boundary of the private lane and crossing Xxxxxx'x Run South six (6) degrees
thirty-one (31) minutes East three hundred thirty-three and seventy-nine
hundredths (333.79) feet to a point in the center line of Xxxxx Xxxxxxx Xxxxx
Xx. 00 marked by a nail; thence South eleven (11) degrees thirty-four and
one-half (34 1/2) minutes East one hundred seventy-nine and eighty-two
hundredths (179.82) feet along Lands of Xxxxxxx X. Xxxxxx to a point marked by a
stake near a white pine witness at lands of Xxxx X. Xxxxxxxxxxx; thence by lands
of Xxxxxxxxxxx North sixty (60) degrees twenty-four and one-half (24 1/2)
minutes West and crossing Xxxxx Xxxxxxx Xxxxx Xx. 00 a distance of three hundred
twenty-four and ninety-five hundredths (324.95) feet to a point marked by an
iron
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
axle in the place of beginning. Containing two and twenty-six hundredths (2.26)
acres according to the survey by Xxxxx and Xxxxxxx dated April 21, 1965, a copy
of which is attached hereto.
Being the same parcel of ground title to which vested in the Grantor by
deed of Xxxxxx X. Xxxxxxx and Xxxxxxxxxx X. Xxxxxxx dated January 21, 1964 and
recorded in Deed Book No. 61 page 664 and by deed of Xxxxxx X. Xxxxxx to Xxxxxx
X. Xxxxxxx and Xxxxxxxxxx X. Xxxxxxx, his wife, dated May 29, 1961 and recorded
in Deed Book 49, page 27. And the said Xxxxxxx were divorced March 18, 1963 by
Decree of the Common Pleas Court of Lycoming County to No. 304-November Term,
1962.
Also a certain right to use water from a spring located on lands of X. X.
Xxxxxx and to enter upon the grounds of X. X. Xxxxxx for the purposes of
maintaining water lines to use the said water for domestic use of the house
which water right is created in the deed last above recited, which deed was
given to correct the mistake of failing to include the rights to the spring
described above made by X. X. Xxxxxx to Xxxxxx Xxxxxxx, et ux, dated September
11, 1956 and recorded in Deed Book 34 page 136 in this that by mistake the
parties to the said deed did not include the rights to agreement for the use of
water from the said spring.
19
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REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT "B"
(See Attached)
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
[LETTERHEAD OF XXXXXXXXX ENGINEERING & ASSOCIATES, INC.]
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000
(000) 000-0000
December 4, 1997
JOB NO. 01273
ENGINEER'S DESCRIPTION OF LAND TO BE LEASED
FROM XXX X. XXXXXXXX TO XXXXXX XXXXX
ALL THAT CERTAIN PARCEL OF LAND situated in Franklin Township, Huntingdon
County, PA, being shown as Total Lease Area on plans entitled "Survey of Lands
of Xxx X. Xxxxxxxx and a Portion of Lands of Xxxxxxx X. Xxxx for Xxxxxx Xxxxx
Xxxxxxxx Township Huntingdon County, PA, prepared by Xxxxxxxxx Engineering &
Associates, Inc., drawing numbers D-1019, D-1020 and D-1021, dated June 12, 1987
and is not intended to be recorded at the Huntingdon County Courthouse, bounded
and described as follows:
BEGINNING at an existing 36" Pine at the common southeastern corner of Land
N/F of Xxxxxx X. & Lorenali M. Greenland and a northeastern corner of Land N/F
of Xxx X. & Xxx X. Xxxxxxxx: Thence along said Land N/F of Xxxxxx X. & Lorenah
M. Greenland N 24" 09" 57" W. 1243.95 feet to an existing 3/4" re-bar at the
common northeastern corner of said Land N/F of Xxxxxx X. & Xxxxxxx X. Greenland
and the northwestern corner of the herein described Lease Area and along Land
N/F of Xxxxxx X. Xxxxxxxx Tract No. 2 the following six (6) courses and
distances: (1) N 81" 44" 08" E, 357.14 feet to a 3/4" re-bar set; Thence (2) N
61" 20" 17" E, 307.70 feet to an existing 3/4" re-bar; Thence (3) S 89" 56' 59"
E. 600.38 feet to an existing 3/4 re-bar; Thence (4) N 80' 13' 09" E, 504.59
feet to an existing 3/4 re-bar; Thence (5), passing through an existing 3/4"
re-bar, 88' 54' 39" E, 207.82 feet to a 3/4" re-bar set; Thence (6) N 81' 44"
08" E, 1166.64 feet to a 3/4" re-bar set at the common northwestern corner of
land N/F of R. Xxxxx Xxxxxxxx and at the northeastern corner of the herein
described Lease area and along said Land N/F of Xxxxxx X. Xxxxxxxx Tract No. 2;
Thence along said Land N/F of R. Xxxxx Xxxxxxxx S 48" 51' 48" E, 446.06 feet to
a 3/4" re-bar set along Land N/F of Xxxxxx X. Xxxxxxxx Tract no. 5 Second
Parcel; Thence along said Land N/F of Xxxxxx X. Xxxxxxxx Tract No. 5 Second
Parcel S 22" 22" 39" E, 238.17 feet to a 3/4" re-bar set al, the southwestern
corner of said Land N/F of Xxxxxx X. Xxxxxxxx Tract No. 5 Second Parcel and a
northwestern corner of Land N/F of Xxxxxx X. Xxxxxxxx, Tract No. 5 First Parcel;
Thence along said land N/F of Xxxxxx X. Xxxxxxxx Tract No. 5 First Parcel the
following two (2) courses and distances: (1) S 21' 11" 41" E, 491.46 feet to an
existing 3/4" re-bar at the
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
southeastern corner of the herein described Lease Area; Thence (2) S 62(degree)
03' 49" W. 574.79 feet to a 3/4" re-bar set along Land N/F of Xxxxxx X. Xxxxxxxx
Parcel No. 2 the following fourteen (14) courses and distances: (1) N 26(degree)
54' 41" W. 237.34 feet to an existing stone at a fence corner; Thence (2) S
88(degree) 12' 57" W, 37.16 feet to a 3/4" re-bar set; Thence (3) S 84(degree)
24' 31" W, 273.90 feet to a 3/4" re-bar set; Thence (4) N 73(degree) 50' 29" W,
364.65 feet to a 3/4" re-bar set; Thence (5) N 68(degree) 35' 29" W. 178.20 feet
to a 3/4" re-bar set; Thence (6) N 59(degree) 26' 07" W. 143.55 feet to a 3/4"
re-bar set; Thence (7) N 69(degree) 09' 20" W. 211.20 feet to a 3/4" re-bar set;
Thence (8) N 82(degree) 23' 14" W. 271.46 feet to a 3/4" re-bar set; in stones;
Thence (9) N 84(degree) 14' 21" W. 66.42 feet to a 3/4" re-bar set; Thence (10)
S 88(degree) 42' 17" W. 313.50 feet to a 3/4" re-bar set; Thence (11) S
0(degree) 47' 43" E. 36.30 feet to a 3/4" re-bar set; Thence (12) S 80(degree)
57' 17" W. 148.85 feet to a 3/4" re-bar set; Thence (13) S 11(degree) 32' 43" E.
204.60 feet to an existing 3" axle; Thence (14) along Parcel No. 3 S 15(degree)
36' 34" E. 74.15 feet to an existing 1" iron pin along Land N/F of R. Xxxxx
Xxxxxxxx - Parcel No. 1 S 66(degree) 36' 21" W. 322.61 feet to an existing 1"
iron pin at the northwestern corner of said Land N/F of R. Xxxxx Xxxxxxxx -
Parcel No. ( ) and along Land N/F of Xxxx X. Xxxxxxxx the following eight (8)
courses and distances: (1) N 14(degree) 35' 11" W. 188.56 feet to an existing 1"
iron pin; Thence (2) S 80(degree) 53' 39" W. 215.54 feet to an existing 1" iron
pin; Thence (3) S 36(degree) 55' 31" E. 207.70 feet to an existing 1" iron pin;
Thence (4) S 5(degree) 29' 04" E, 260.29 feet to an existing 1" iron pin; Thence
(5) N 76(degree) 16' 37" E. 33.00 feet to a 3/4" re-bar set; Thence (6) S
18(degree) 09' 06" E. 234.30 feet an existing 1" iron pin; Thence (7) S
53(degree) 31' 03" W. 57.67 feet to an existing 1" iron pin; Thence (8) S
9(degree) 55' 05" E. 81.18 feet to a 3/4" re-bar set at northeastern corner of
Land N/F of Xxx X. & Xxx X. Xxxxxxxx; Thence crossing through said Land N/F of
Xxx X. & Xxx X. Xxxxxxxx the following two (2) courses and distances: (1) S
68(degree) 35' 28" W. 299.93 feet to a 3/4" re-bar set; Thence (2) N 13(degree)
19" 37" W. 307.34 feet to the point of beginning.
BEING A PORTION OF Deed Book 147, Page 114 - N/F of Xxx X. & Xxx X.
Xxxxxxxx.
UNDER AND SUBJECT, NEVERTHELESS, to all existing easements, conditions,
restrictions and covenants of record.
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT "C"
Spring Site Lease Payment Schedule
Lease
Calendar Amount Per
Year Contract
-------- ----------
1998 [
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017 ]
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