EXHIBIT 10.24
XXXXXX-XXXXXXXXX PARTNERS
WAREHOUSE/DISTRIBUTION/MANUFACTURING
------------------------------------
AGREEMENT OF LEASE
------------------
THIS LEASE made this 20 day of March, 1996, by and between XXXXXX-
XXXXXXXXX PARTNERS LIMITED, hereinafter referred to as the Lessor, and
PRESTOLITE POWER CORPORATION, hereinafter referred to as Lessee. The Lessee's
business enterprise is organized as a Corporation and is admitted to do business
in the State of Ohio.
W I T N E S S E T H:
-------------------
The Lessor does hereby lease and let to the Lessee and the Lessee
accepts from the Lessor under the terms and conditions of this Lease, the
following described Premises:
120,000 square feet of a building which contains 160,000 square feet
more or less at Xxxxxxxxx Xxx, Xxxx, Xxxx 00000 hereinafter referred to as the
Leased Premises.
ARTICLE 1. TERM.
----
TO HAVE AND TO HOLD unto the Lessee for a term of ten (10) years
commencing on the 1st day of September 1996, and ending on the 31st day of
August 2006, both dates inclusive. Provided however, the Lessee is granted a
right to reduce the Leased Premises in accordance with Article 36.
ARTICLE 2. LEASED PREMISES.
---------------
The Lessor agrees to construct and finish the Leased Premises and
shall have responsibility for completion of construction and finishing of the
Leased Premises in compliance with the plans and specifications approved by the
Lessee and attached hereto as Exhibit A and B.
The Lessee understands that Lessee will pay for any additional
improvements in excess of improvements amortized in Article 4, Section 2, in
cash, within ten (10) days of receipt of Lessor's invoice and upon occupancy of
the Leased Premises. Such overimprovements shall be in accordance with Exhibit
C. The Lessee agrees to provide information for the finish plan and to approve
the same on a timely basis and not to cause delays in the completion of the
Leased Premises.
ARTICLE 3. POSSESSION.
----------
If Lessor is unable to give occupancy of the Leased Premises on the
above date because construction has not been completed, the term shall commence
on the first of the month
1
following completion and continue thereafter for the full term granted. Lessor
shall not be liable for damages because of such delay in occupancy. Provided,
however, if the Lessee's occupancy is delayed by fault of Lessor more than sixty
(60) days after the commencement date, the Lessee may after thirty (30) days'
written notice elect to terminate this Lease if Lessor is not able to deliver
occupancy before such termination date.
ARTICLE 4. RENT.
----
Section 1. Lessee shall pay to the Lessor as Annual Rent for the
---------
Leased Premises for the first five (5) Lease years the sum of FOUR HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS ($450,000.00) which shall be paid in equal monthly
installments of THIRTY-SEVEN THOUSAND FIVE HUNDRED AND NO/100 DOLLARS
($37,500.00), due and payable on the first day of each month, in advance,
without demand. Lessee shall pay to the Lessor as Annual Rent for the Leased
Premises for years 6 through 10 the sum of FOUR HUNDRED EIGHTY THOUSAND AND
NO/100 DOLLARS ($480,000.00 ) which shall be paid in equal monthly installments
of FORTY THOUSAND AND NO/100 DOLLARS ($40,000.00) due and payable on the first
day of each month, in advance, without demand. Checks should be made payable to
Xxxxxx-Xxxxxxxxx Partners Limited and sent to Xxxxxx-Xxxxxxxxx Partners Limited,
Xxxx Xxxxxx Xxx 000, Xxxxxx, Xxxx 00000-0000. Said rent shall be paid to the
Lessor, or to the duly authorized agent of the Lessor, at its office during
business hours. If the commencement date of this Lease is other than the first
day of the month, any rental adjustment or additional rents hereinafter provided
for shall be prorated accordingly. The Lessee will pay the rent as herein
provided, without deduction whatsoever, and without any obligation of the Lessor
to make demand for it. Any installment of rent accruing hereunder and any other
sum payable hereunder, if not paid when due, shall bear interest at the rate of
eighteen percent (18%) per annum until paid.
Section 2. In addition to the Annual Rent, the Lessee shall pay to
---------
the Lessor THREE HUNDRED FOUR THOUSAND AND NO/100 DOLLARS ($304,000.00) as the
cost of overimprovements in the Lessee's Leased Premises at the annual interest
rate of 10% for a period of sixty (60) months. The total payment to amortize
these improvements shall be THREE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED
FORTY-SIX AND NO/100 DOLLARS ($387,546.00) payable in equal monthly installments
of SIX THOUSAND FOUR HUNDRED FIFTY-NINE AND 10/100 DOLLARS ($6,459.10).
Further, in addition to the Annual Rent, the Lessee shall pay to the Lessor ONE
HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS ($180,000.00), as the cost of
additional overimprovements in the Leased Premises at the annual interest rate
of 10% for a period of one hundred twenty (120) months. The total to amortize
these improvements shall be TWO HUNDRED EIGHTY-FIVE THOUSAND FOUR HUNDRED FORTY-
FIVE AND 20/100 DOLLARS ($285,445.20) payable in equal monthly installments of
TWO THOUSAND THREE HUNDRED SEVENTY-EIGHT AND 71/100 DOLLARS ($2,378.71).
Payment is due on the first day of each month, in advance, without demand, at
the office of the Lessor. Notwithstanding any provision herein to the contrary,
in the event of termination of this Lease for any reason prior to the expiration
of
2
the term, the unamortized balance of such improvements shall become immediately
due and payable.
Section 3. The total obligation due from Lessee to Lessor shall
---------
be in accordance with the following schedule.
Monthly Annual
---------- -----------
Rent for Years 1-5 $37,500.00 $450,000.00
Improvement Amortization #1 (5yrs) $ 6,459.10 $ 77,509.20
Improvement Amortization #2 (10yrs) $ 2,378.71 $ 28,544.52
---------- -----------
Total Obligation Years 1-5 $46,337.81 $556,053.72
Rent for Years 6-10 $40,000.00 $480,000.00
Improvement Amortization #2 (10yrs) $ 2,378.71 $ 28,544.52
---------- -----------
Total Obligation Years 6-10 $42,378.71 $508,544.52
Section 4. The Lessor shall provide separate utility meters (gas,
---------
electric, water, sanitary sewer) for the Leased Premises at no additional cost
to the Lessee. Such utility cost shall be paid by the Lessee directly to the
utility services.
ARTICLE 5. SECURITY DEPOSIT.
----------------
To assure fulfillment of the covenants by Lessee hereinafter set
forth, Lessor hereby acknowledges receipt from the Lessee of THIRTY-SEVEN
THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($37,500.00) as a security deposit to
be held by the Lessor until such time as this Agreement has terminated, Lessee
has vacated the Leased Premises, and Lessor has inspected the same. Until such
time, Lessor shall have no obligation to apply the security deposit to any
unpaid amount due Lessor from Lessee. If Lessee has performed and observed all
terms, covenants and conditions of this Agreement, including without limitation,
the payment of all rentals thereunder, as and when same become due, Lessor shall
refund said security deposit to Lessee, less such amounts as may be reasonably
chargeable for any failure by Lessee to restore the Leased Premises to the
condition at time of occupancy, reasonable wear and tear excepted. Lessee's duty
to restore the Leased Premises shall include, but not be limited to, the repair
and painting of the walls, repair of floors, ceilings and woodwork and other
parts of the Leased Premises occasioned by the removal of nails, screws or other
fasteners that are now on the Leased Premises or may be placed there during the
term of this Lease. Under no circumstances shall this security deposit be
deducted from the last month's rent.
ARTICLE 6. COMMON AREA.
-----------
For the purpose of this Lease, common area shall be defined as all
of the property described herein that is not actually occupied by the building.
The Lessee shall have the use in
3
common with other Lessees to the parking areas and driveways for ingress and
egress to the Leased Premises. The Lessee shall have no right to use the common
area for storage purposes and trash shall be stored only in approved containers
in the common area. The Lessor shall maintain the common area, and keep the
same in good order and repair, including landscaping, snow and ice removal,
parking/drive/sidewalk sweeping; maintenance and repairs, signage maintenance
and repairs and electric maintenance and repairs. Lessor and Lessee acknowledge
that the costs for the foregoing, together with exterior lighting and certain
other costs, are included in the Annual Rent and Lessee shall have no additional
obligation with respect thereto.
ARTICLE 7. USE OF LEASED PREMISES.
----------------------
Section 1. The Leased Premises shall be used and occupied only for
---------
office purposes and/or warehousing and distribution of materials of light or
ordinary hazard, for manufacturing operations and laboratory space and for no
other purpose or purposes without the written consent of the Lessor.
Section 2. The Lessee shall operate its business in a safe and
---------
proper manner as is normal, considering the uses of the Leased Premises above
provided; and shall not manufacture, store, display or maintain any products or
materials that will endanger the Leased Premises; shall do nothing that would
increase the cost of insurance on the building or invalidate existing policies;
shall not obstruct the sidewalks; shall not use the plumbing for any other
purpose than for which it was constructed; shall not make or permit any noise
and/or odor objectionable to the public or adjacent occupants; shall not create
a nuisance on the Leased Premises; and shall commit no waste.
Section 3. The Lessee shall abide by all police and fire
---------
regulations concerning the operation of its business; shall store all trash,
rubbish, and debris in closed containers; and shall practice all proper
procedures and methods that are common to its business enterprise. The Lessee
shall maintain a minimum temperature in the Leased Premises of 55 degrees F.
ARTICLE 8. REPAIRS.
-------
Section 1. Lessor shall keep the foundations, exterior walls
---------
(except plate glass or glass or other breakable materials used in structural
portions) and roof in good repair.
Section 2. Generally, the Lessee shall, at its expense, maintain
---------
the mechanical equipment servicing the Leased Premises. Lessee shall use a
mechanical contractor satisfactory to Lessor. The Lessee shall replace any hot
water heater as the need should arise with the same type and quality servicing
the Leased Premises. The Lessor shall replace, as needed, the heating and air
conditioning equipment, provided the unit has been serviced annually , and the
cost of replacement shall be prorated over the warranty period for such
equipment, and further prorated among the Lessee benefiting from such equipment;
the result of such proration to be an annual
4
share of cost to Lessee, and the Lessee will pay one-twelfth thereof for each
month during the remaining term and renewals of this Lease.
Section 3. Lessor shall not be liable for any damage done or
---------
occasioned by or from the electrical system, the heating and/or air condition
system, the plumbing and sewer system in, above, upon or about the Leased
Premises nor for damage occasioned by water, snow or ice being upon or coming
through the roof, trapdoor, walls, windows, doors or otherwise, except as above
provided. The Lessee shall reimburse the Lessor the cost of all repairs to the
Leased Premises, fixtures and appurtenances necessitated by the fault of the
Lessee, its agents, employees or guests and shall reimburse the Lessor for the
cost of repair, at or before the end of the term or sooner if so requested by
Lessor, all injury done by the installation or removal of furniture or other
property.
Section 4. Except as provided in Sections 1, 2, and 3 of this
---------
Article, Lessor shall not be obligated to make repairs, replacements or
improvements of any kind upon said Leased Premises, or any equipment facilities
or fixtures therein contained, which shall at all times be kept in good order,
condition and repair by Lessee, and in a clean, sanitary and safe condition and
in accordance with all applicable laws, ordinances and regulations of any
governmental authority having jurisdiction. Lessee shall permit no waste,
damage, or injury to the Leased Premises.
Section 5. Lessee shall forthwith at its own cost and expense
---------
replace with glass of the same kind and quality any cracked or broken glass,
including plate glass or glass or other breakable materials used in structural
portions, and any interior and exterior windows and doors in the Leased
Premises.
ARTICLE 9. INSTALLATIONS AND ALTERATIONS.
-----------------------------
Section 1. Lessee shall not make any alterations or additions to
---------
the Leased Premises without first procuring Lessor's written consent and
delivering to Lessor the plans and specifications and copies of the proposed
contracts and necessary permits, and shall furnish indemnification against
liens, costs, damages and expenses as may be reasonably required by Lessor. All
alterations, additions, improvements and fixtures, other than trade fixtures,
which may be made or installed by either of the parties hereto upon the Leased
Premises and which in any manner are attached to the floors, walls or ceilings,
at the termination of this Lease shall become the property of Lessor, unless
Lessor requests their removal, and shall remain upon and be surrendered with the
Leased Premises as a part thereof, without damage or injury; any linoleum or
other floor covering of similar character which may be cemented or otherwise
adhesively affixed to the floor shall likewise become the property of Lessor,
all without compensation or credit to Lessee.
Section 2. The Lessee shall not erect or install any signage
---------
without first procuring Lessor's written consent.
5
Section 3. The Lessee shall have no rights to use and shall not use
---------
the roof of the Leased Premises for any purpose without the written consent of
the Lessor. The Lessee shall not use the roof for storage, for any activity
that will result in traffic on the roof, for anything that will penetrate the
roof, use the roof as an anchor or otherwise damage the roof. The consent of
the Lessor must be in writing for each specific use and must also approve the
method of installation of the permitted use. Should the Lessee break this
covenant, the Lessee shall be responsible for any damages caused to the roof or
other parts of the building and shall assume the cost of maintaining and
repairing the roof during the term of the Lease, including any renewals.
ARTICLE 10. INDEMNIFICATION.
---------------
Except to the extent of the negligence or misconduct of Lessor,
Lessee agrees to indemnify and hold Lessor harmless against and from any and all
claims, damages, costs, and expenses, including reasonable attorney's fees,
arising out of Lessee's use or occupancy of the Leased Premises. Except to the
extent of Lessee's negligence or misconduct, Lessor agrees to indemnify and hold
Lessee harmless against and from any and all claims, damages, costs, and
expenses, including reasonable attorney's fees, arising out of Lessor's failure
to perform its duties and obligations as owner or agent of the owner of the
property of which the Leased Premises is a part.
ARTICLE 11. INSURANCE.
---------
Section 1. Lessee shall not carry any stock of goods or do
---------
anything in or about said Leased Premises which will in any way tend to increase
insurance rates on said Leased Premises or the building in which the same are
located. If Lessor shall consent to such use, Lessee agrees to reimburse Lessor
on a pro rata basis for any increase in premiums for insurance against loss by
fire or extended coverage risks resulting from the business carried on in the
Leased Premises by Lessee. If Lessee installs any electrical equipment that
overloads the power lines to the building, Lessee shall at its own expense make
whatever changes are necessary to comply with the requirements of insurance
underwriters and insurance rating bureaus and governmental authorities having
jurisdiction.
Section 2. Lessee agrees to procure and maintain a policy or
---------
policies of insurance, at its own costs and expense, insuring from all claims,
demands or actions for injury to or death of one or more persons in any one
accident and for damages to property in an aggregate amount of not less than
$2,000,000.00 made by or on behalf of any person or persons, firm or
corporation, arising from, related to, or connected with the conduct and
operation of Lessee's business in the Leased Premises. Lessor shall be named an
Additional Insured Party in said policy. Such insurance shall be primary
relative to any other valid and collectible insurance. Said insurance shall not
be subject to cancellation except after at least thirty (30) days' prior written
notice to Lessor, and the policy or policies, or duly executed certificate or
certificates for the same, together with satisfactory evidence of the payment of
the premium thereon, shall be
6
deposited with Lessor at the commencement of the term and renewals of such
coverage. If Lessee fails to comply with such requirement, Lessor may obtain
such insurance and keep the same in effect, and Lessee shall pay Lessor the
premium cost thereof upon demand.
Section 3. All property which may be upon said Leased Premises
---------
during the term hereof or any renewal thereof shall be at and upon the sole risk
and responsibility of Lessee except Lessor shall maintain adequate casualty
coverage with respect to the building.
ARTICLE 12. DAMAGE BY FIRE OR OTHER CASUALTY.
--------------------------------
Section 1. If the Leased Premises shall be destroyed or so
---------
injured by any cause as to be unfit, in whole or in part, for occupancy and such
destruction or injury could reasonably be repaired within three (3) months from
the happening of such destruction or injury, then Lessee shall not be entitled
to surrender possession of the Leased Premises nor shall Lessee's liability to
pay rent under this Lease cease without mutual consent of the parties hereto,
but in case of any such destruction or injury Lessor shall repair the same with
all reasonable speed and shall complete such repairs within three (3) months
from the happening of such injury, and if during such period Lessee shall be
unable to use all or any portion of the Leased Premises, a proportionate
allowance shall be made to Lessee from the rent corresponding to the time during
which and to the portion of the Leased Premises of which Lessee shall be so
deprived of the use on account thereof.
Section 2. If such destruction or injury cannot reasonably be
---------
repaired within three (3) months from the happening thereof, Lessor shall notify
Lessee within ten (10) days after the happening of such destruction or injury
whether or not Lessor will repair or rebuild. If Lessor elects not to repair or
rebuild, this Lease shall be terminated. If Lessor shall elect to repair or
rebuild, Lessor shall specify the time within which such repair or
reconstruction will be complete, and Lessee shall have the option, within ten
(10) days after the receipt of such notice, to elect either to terminate this
Lease and further liability hereunder, or to extend the term of the Lease by a
period of time equivalent to the time from the happening of such destruction or
injury until the Leased Premises are restored to their former condition. In the
event Lessee elects to extend the term of the Lease, Lessor shall restore the
Leased Premises to their former condition within the specified time in the
notice, and Lessee shall not be liable to pay rent for the period from the time
of such destruction or injury until the Leased Premises are so restored to their
former condition.
ARTICLE 13. EMINENT DOMAIN.
--------------
Section 1. If the whole or substantially all of the Leased
---------
Premises hereby leased shall be taken by a public authority under the power of
eminent domain, then the term of this Lease shall cease as of the day possession
shall be taken by such public authority, and the rent shall be paid up to that
date with a proportionate refund by Lessor of such rent as shall have been paid
in advance.
7
Section 2. If less than substantially all of the floor area of the
---------
Leased Premises shall be so taken, the term of this Lease shall cease only on
the parts so taken as of the day possession shall be taken by such public
authority, and the rent shall be paid up to that day with a proportionate refund
by Lessor of such rent as may have been paid in advance, and thereafter the
minimum rent shall be equitably abated, and Lessor shall at its own cost and
expense make all necessary repairs or alterations as to constitute the remaining
Leased Premises a complete architectural unit.
Section 3. All damages awarded for such taking under the power of
---------
eminent domain, whether for the whole or a part of the Leased Premises, shall be
the property of Lessor whether such damages shall be awarded as compensation for
diminution in value of the leasehold or to the fee of the Leased Premises;
provided, however, that the Lessor shall not be entitled to any separate award
made to Lessee for loss of business, depreciation to and cost of removal of
stock and fixtures.
ARTICLE 14. ASSIGNMENT OR SUBLETTING.
------------------------
Section 1. Lessee shall not assign or in any manner transfer this
---------
Lease or any interest therein, nor sublet said Leased Premises or any part or
parts thereof, nor permit occupancy by anyone with, through, or under it,
without the previous written consent of Lessor which consent shall not be
unreasonably withheld. Consent by Lessor to one or more assignments of this
Lease or to one or more sublettings of the Leased Premises shall not operate as
a waiver of Lessor's rights under this Article to any subsequent assignment or
subletting. No assignment shall release Lessee of any of its obligations under
this Lease or be construed or taken as a waiver of any of Lessor's rights or
remedies hereunder.
Section 2. Neither this Lease nor any interest therein, nor any
---------
estate thereby created, shall pass to any trustee or receiver in bankruptcy or
any assignee for the benefit of creditors or by operation of law.
Section 3. Provided that the Lessee with Lessor's consent assigns
---------
or sublets part or all of the Leased Premises at a rental that exceeds the
current rental herein reserved, the Lessor shall be entitled to receive as
additional rental one-half of such excess of the current rental. The Lessee
shall remit one-half of such excess within five (5) days after receipt by it.
ARTICLE 15. ACCESS TO LEASED PREMISES.
-------------------------
The Lessor shall retain duplicate keys to all of the doors of the
Leased Premises to be used by the Lessor, so long as the Lessee is not in
default; only in the case of emergencies. The Lessor or its agents shall have
the right to enter upon the Leased Premises at all reasonable hours for the
purpose of inspecting the same or of making repairs, additions or alterations
thereto or to the building in which the same are located with prior notice to
Lessee. The Lessor shall have the right, upon reasonable notice, to show the
Leased Premises to prospective Lessees,
8
purchasers or others. Lessor shall not be liable to Lessee in any manner for
any expense, loss or damage by reason thereof, nor shall the exercise of such
right be deemed an eviction or disturbance of Lessee's use or possession.
ARTICLE 16. ATTORNMENT.
----------
In the event the Leased Premises are sold or transferred due to any
foreclosure sale or sales, judicial proceedings, or voluntary conveyance in lieu
of such foreclosure, or in the event the Premises are transferred by any
mortgagee in a sale, exchange or otherwise, this Lease shall continue in full
force and effect, and Lessee agrees, upon request, to attorn to and acknowledge
the foreclosure purchaser or purchasers at such sale, or other party succeeding
to the interest of Lessor, as Lessors hereunder. This Lease will, upon request
of any person owning or succeeding to the interest of Lessor, automatically
become a direct lease between said owner or successor and Lessee, without change
in the terms or the provisions of this Lease. Upon request by said owner or
successor in interest, Lessee shall execute and deliver an instrument or
instruments confirming such attornment.
If the successor Lessor requests such attornment, then so long as
Lessee shall faithfully discharge the obligations on its part to be kept and
performed under the terms of this Lease, Lessee's tenancy will not be disturbed
nor this Lease affected by any default under any mortgage. Lessee agrees that
this Lease shall remain in full force and effect even though default in the
mortgage may occur.
ARTICLE 17. LIMITATION UPON LIABILITY.
-------------------------
Notwithstanding any other provision of this Lease, Lessee agrees to
look solely to Lessor's interest in the Building (subject to any mortgage on the
Building) for the recovery of any judgment requiring the payment of money by
Lessor; it being agreed that Lessor, and if Lessor is a partnership, its
partners whether general or limited, or if Lessor is a corporation, its
directors, officers, or shareholders, shall never be personally liable for any
such judgment, and no other assets of the Lessor shall be subject to levy,
execution or other procedures for the satisfaction of Lessee's judgment. The
provision contained in the foregoing sentence is not intended to, and shall not,
limit any right that Lessee might otherwise have to obtain injunctive relief
against Lessor or Lessor's successors in interest, or to maintain any other
action not involving the personal liability of Lessor, or to maintain any suit
or action in connection with enforcement or collection of amounts which may
become owing or payable under or on account of insurance maintained by Lessor.
ARTICLE 18. LESSOR'S SUCCESSORS.
-------------------
The term "Lessor" as used in this Lease shall be limited to mean
and include only the owner or owners, at the time, of the fee of the Building,
their successors and assigns, so that in the event of any sale or sales of the
Building, the previous Lessor shall be entirely released
9
with respect to the performance of all subsequently accruing covenants and
obligations on the part of Lessor. The retention of fee ownership by a lessor
of the Building or of the land on which it is located under an underlying lease
which is now or hereafter in effect, shall not be deemed to impose on such
underlying lessor any liability, initial or continuing, for the performance of
the covenants and obligations of Lessor.
ARTICLE 19. LESSEE'S DEFAULT.
----------------
Section 1. The Lessee, ten (10) days after receipt of written
---------
notice, shall be considered in default of this Lease upon failure to pay when
due the rent or any other sum required by the terms of the Lease. The Lessee,
thirty (30) days after receipt of written notice, shall be considered in default
of this Lease upon failure to perform any term, covenant or condition of this
Lease; the commencement of any action or proceeding for the dissolution,
liquidation or reorganization under the Bankruptcy Act, of Lessee, or for the
appointment of a receiver or trustee of the Lessee's property; the making of any
assignment for the benefit of creditors by Lessee; the suspension of business;
or the abandonment of the Leased Premises by the Lessee.
Section 2. In the event of default of this Lease by Lessee, then
---------
Lessor, besides other rights or remedies it may have, shall have the immediate
right of reentry with or without prior notice, and may remove all persons and
property from the Leased Premises; such property may be removed and stored in
any other place in the building in which the Leased Premises are situated, or in
any other place, for the account of, and at the expense and at the risk of
Lessee. Lessee hereby waives all claims for damages which may be caused by the
reentry of Lessor. Should Lessor elect to reenter, as herein provided, or should
it take possession pursuant to legal proceedings or pursuant to any notice
provided for by law, it may either terminate this Lease, or it may without
terminating this Lease relet said Leased Premises or any part thereof for such
term or terms and at such rental or rentals and upon such other terms and
conditions as Lessor may deem advisable, with the right to make alterations and
repairs to said Leased Premises for the purpose of rerental. Should such
rentals received from such reletting during any month be less than required to
be paid by Lessee as defined above, then Lessee shall immediately pay such
deficiency to Lessor.
Section 3. No such reentry or taking possession of said Leased
---------
Premises by Lessor shall be construed as an election on its part to terminate
this Lease, unless a written notice of such intention be given to Lessee or
unless the termination thereof be decreed by a court of competent jurisdiction.
Notwithstanding any such reletting without termination, Lessor may at any time
thereafter elect to terminate this Lease for such previous breach or act or
default. Should Lessor at any time terminate this Lease for any breach or act
of default, in addition to any other remedy it may have, it may recover from
Lessee all damages it may incur by reason of such breach or act of default,
including the cost of recovering the Leased Premises, legal fees, and including
the worth at the time of such termination of the excess, if any, of the amount
of rent
10
and charges equivalent to rent reserved in this Lease for the remainder of the
stated term over the then reasonable rental value of the Leased Premises for the
remainder of the stated term.
ARTICLE 20. SURRENDER OF LEASED PREMISES.
----------------------------
Section 1. If Lessee holds possession of the Leased Premises after
---------
the termination of this Lease for any reason, Lessee shall pay Lessor 150% of
the last monthly rent provided for herein for each month or a portion of a month
that Lessee holds over, together with all other charges due hereunder. Such
payment of rent shall not create any Lease arrangement whatsoever between Lessor
and Lessee, unless expressly agreed to in writing by Lessor. It is further
understood that during such period that Lessee holds over, the Lessor retains
all of Lessor's rights under this Lease, including damages as a result of the
termination of this Lease and the right to immediate possession of the Leased
Premises. This paragraph shall not be construed to grant Lessee permission to
hold over.
Section 2. At the expiration of the tenancy created hereunder,
---------
whether by lapse of time or otherwise, Lessee shall surrender the Leased
Premises broom clean, free of tire marks, free of all debris and in good
condition and repair, reasonable wear and loss by fire or other unavoidable
casualty excepted.
Section 3. Prior to surrender of the Leased Premises, the Leased
---------
Premises will be reviewed by a representative of the Lessor and Lessee to
determine if there is any deferred maintenance or unrepaired damage which the
Lessee was responsible to perform. In the event that there is such deferred
maintenance and/or unrepaired damage, Lessor may effect such maintenance and
repairs, and Lessee will pay the cost thereof.
Section 4. Upon the expiration of the tenancy hereby created, if
---------
Lessor so requests in writing, Lessee shall promptly remove any additions,
fixtures and installations placed in the Leased Premises by Lessee that is
designated in said request, and repair any damage occasioned by such removals at
its own expense, and in default thereof, Lessor may effect such removals and
repairs, and Lessee shall pay Lessor the cost thereof, with interest at the rate
of eight (8) percent per annum from the date of payment by Lessor.
ARTICLE 21. SUBORDINATION.
-------------
This Lease shall be subject to and subordinate at all times to the
lien of any mortgages, now or hereafter made on the Leased Premises, and to all
advances made or hereafter to be made thereunder. The Lessee agrees to execute
a subordination agreement should Lessor's lender request same so long as the
lendor provided the Lessee standard nondisturbance language reasonably
acceptanble to the Lessee.
11
ARTICLE 22. NOTICE.
------
All notices under this Lease may be personally delivered; sent by
courier service, with receipt; or mailed to the address shown by certified mail,
return receipt requested. The effective date of any mailed notice shall be one
(1) day after delivery of the same to the United States Postal Service.
Lessor: Xxxxxx-Xxxxxxxxx Partners Limited
Mail: X.X. Xxx 000
Xxxxxx, Xxxx 00000-0000
Lessee: Prestolite Power Corporation.
Mail: Attn: I. Xxxxxx Xxxxxx
0000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Either party may from time to time designate in writing other addresses.
ARTICLE 23. WAIVER OF SUBROGATION.
---------------------
The Lessor and Lessee waive all rights, each against the other, for
damages caused by fire or other perils covered by insurance where such damages
are sustained in connection with the occupancy of the Leased Premises.
ARTICLE 24. ESTOPPEL CERTIFICATE.
--------------------
The Lessee agrees to execute an Estoppel Certificate within ten
(10) days of receipt of a written request by Lessor for the benefit of any
purchaser and/or prospective lender designated by Lessor as well as Lessor's
present lender; that wherein the Lessee acknowledges the terms and conditions of
this Lease. The Lessor agrees to similarly execute such estoppel certificates
and acknowledgments as Lessee's lender may from time to time request.
ARTICLE 25. RENT DEMAND.
-----------
Every demand for rent due wherever and whenever made shall have the
same effect as if made at the time it falls due and at the place of payment, and
after the service of any notice or commencement of any suit, or final judgment
therein, Lessor may receive and collect any rent due, and such collection or
receipt shall not operate as a waiver of nor affect such notice, suit or
judgment.
12
ARTICLE 26. NO REPRESENTATION BY LESSOR.
---------------------------
Lessor and its agent have made no representations or promises with
respect to the Leased Premises or the building of which the same form a part
except as herein expressly set forth.
ARTICLE 27. WAIVER OF BREACH.
----------------
No waiver of any breach of the covenants, provisions or conditions
contained in this Lease shall be construed as a waiver of the covenant itself or
any subsequent breach itself, and if any breach shall occur and afterwards be
compromised, settled or adjusted, this Lease shall continue in full force and
effect as if no breach had occurred, unless otherwise agreed. The acceptance of
rent hereunder shall neither be or construed to be a waiver of any breach of any
term, covenant or condition of this Lease.
ARTICLE 28. QUIET ENJOYMENT.
---------------
Lessor hereby covenants and agrees that if Lessee shall perform all
the covenants and agreements herein stipulated to be performed on Lessee's part,
Lessee shall at all times during the continuance hereof have the peaceable and
quiet enjoyment and possession of the Leased Premises without any manner of let
or hindrance from Lessor or any person or persons lawfully claiming the Leased
Premises except as otherwise provided for herein.
ARTICLE 29. ENVIRONMENTAL PROVISIONS.
------------------------
Section 1. The Lessor, to the best of its knowledge, represents to
---------
the Lessee that no toxic, explosive or other dangerous materials or hazardous
substances have been concealed within, buried beneath, released on or from, or
removed from and stored off-site of the Property upon which the Leased Premises
is constructed.
Section 2. Lessee shall at all times during the term of this Lease
---------
comply with all applicable federal, state, and local laws, regulations,
administrative rulings, orders, ordinances, and the like, pertaining to the
protection of the environment, including but not limited to, those regulating
the handling and disposal of waste materials. Further, during the term of this
Lease, neither Lessee nor any agent or party acting at the direction or with the
consent of Lessee shall treat, store, or dispose of any "hazardous substance,"
as defined in Section 101 (14) of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), or petroleum (including crude
oil or any fraction thereof) on or from the Property.
Section 3. Lessee shall fully and promptly pay, perform,
---------
discharge, defend, indemnify and hold harmless Lessor from any and all claims,
orders, demands, causes of action, proceedings, judgments, or suits and all
liabilities, losses, costs or expenses (including, without limitation, technical
consultant fees, court costs, expenses paid to third parties and reasonable
13
legal fees) and damages arising out of, or as a result of, (i) any "release" as
defined in Section 101 (22) of CERCLA, of any "hazardous substance," as defined
in Section 101 (14) of CERCLA, or petroleum (including crude oil or any fraction
thereof), or placed into, on or from the Property at any time after the date of
this Lease by Lessee, its agents, or employees; (ii) any contamination of the
Property's soil or groundwater or damage to the environment and natural
resources of the Property the result of actions occurring after the date of this
Lease, whether arising under CERCLA or other statutes and regulations, or common
law by Lessee, its agents, or employees; and (iii) any toxic, explosive or
otherwise dangerous materials or hazardous substances which have been buried
beneath, concealed within or released on or from the Property after the date of
this Lease by Lessee, its agents, or employees.
ARTICLE 30. INTERPRETATION.
--------------
Section 1. Wherever either the word "Lessor" or "Lessee" is used
---------
in the Lease, it shall be considered as meaning the singular and/or neuter
pronouns as used herein, and the same shall be construed as including all
persons and corporations designated respectively as Lessor or Lessee in the
heading of this instrument wherever the context requires.
Section 2. 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, such judgment shall not effect, impair, or invalidate the remainder
of this Lease, but be confined in its operation to the clause, sentence,
paragraph, or part thereof directly involved in the controversy in which such
judgment shall have been rendered, and in all other respects said Lease shall
continue in full force and effect.
ARTICLE 31. FINANCIAL STATEMENTS.
--------------------
At Lessor's request, the Lessee, within thirty (30) days of
Lessor's request, shall furnish the Lessor with Lessee's most current annual
financial statements including the Lessee's balance sheet, a consolidated
statement of earnings and retained earnings, and changes in Lessee's financial
position for such year. All such statements shall be certified by an independent
certified public accountant. All such financial statements shall be prepared in
accordance with generally accepted accounting principles which shall be
consistently applied.
ARTICLE 32. AMERICANS WITH DISABILITIES ACT COMPLIANCE.
------------------------------------------
Lessor shall construct the building and the Leased Premises in
compliance with Americans with Disabilities Act of 1990 as amended ("ADA").
Notwithstanding anything set forth herein to the contrary, Lessor shall be
solely responsible and liable for making any modifications to the exterior of
the Building (including the exterior doors and entrances leading to the Leased
Premises) that may be required to comply with future amendments to the ADA;
Lessee, at its sole cost and expense, shall remove any barriers or provide such
accommodations as may be necessary for the interior of the Leased Premises to
comply with future amendments
14
to the ADA. Any structural alterations or renovations that the Lessee may make
to the Premises, as permitted under this Lease, shall comply with the
accessibility standards and regulations of the ADA. If the Lessee fails to
fulfill its obligations under this Article, the Lessor may elect to provide the
modifications and renovations required pursuant to the ADA and seek
reimbursement from the Lessee. Should the Lessor incur any such expenses for
the obligations of Lessee, the amount of such expenses may, at the Lessor's
option, be added to the rent due from the Lessee under the terms of this Lease.
Lessor and Lessee hereby mutually indemnify and hold each other harmless against
any and all liability, losses, fines or other penalties that may be incurred or
assessed against the other, including reasonable attorney fees, due to the
failure of the other to adhere to their respective obligations under this
Article of the Lease.
ARTICLE 33. MEMORANDUM OF LEASE.
-------------------
It is agreed by both parties that this instrument is not recordable
and if either party should record the same in the Office of the Recorder of
Miami County, Ohio, the recording shall have no effect. When possession of the
Leased Premises has been delivered to Lessee, the parties hereto may execute,
acknowledge and deliver a Memorandum of Lease in recordable form specifying the
terms of this Lease and renewal periods of this Lease. In the event they differ
from the dates herein, the date in the Memorandum shall control.
ARTICLE 34. TIME.
----
Time is of the essence in this Lease.
ARTICLE 35. RIGHT OF FIRST NOTIFICATION.
---------------------------
Lessor hereby grants to Lessee, effective during the initial lease
term only, a Right of First Notification on 40,000 square feet of additional
space in the building (or portions thereof) in which the 120,000 square feet of
existing Leased Premises are contained. If at the time of the giving of such
notice, there are no defaults in the covenants, agreements, terms and conditions
on the part of Lessee to be kept and performed, and all rents are and have been
fully paid, when Lessor begins serious negotiations with a prospect, Lessor
shall notify Lessee in writing and Lessee shall have fifteen (15) business days
to commit to such space in writing. The rate to be charged will be at the same
rate that Lessee is presently paying at time of notification and the approximate
date possession is to be delivered shall be included in Lessor's notice to
Lessee. Such space shall be offered in its existing condition and if accepted,
it shall become a part of the Leased Premises and the Lease shall be amended
accordingly. In the event Lessee takes over the entire building (160,000 SF),
then Lessee shall have the option to assume Lessor's responsibility for matters
covered in Article 6. Common Area., Article 8., Sections 1 and 2, Repairs.,
----------- -------
Article 11., Sections 2 and 3, Insurance. and land taxes, and in such event the
---------
Annual Rent shall be reduced by $0.25 per square foot. In such event, Lessee
shall be responsible for painting the exterior of the building as needed, but no
later than the beginning of the sixth lease year and Lessee shall be responsible
to reseal the parking lot every three (3) years. Provided however, in
15
the event the Lessee shall fail to maintain the exterior of the building to
Lessor's current standard, as stated herein, then the Lessor may provide such
maintenance, and xxxx the same to the Lessee.
ARTICLE 36. RIGHT TO DECREASE THE SQUARE FOOTAGE OF THE LEASED PREMISES.
-----------------------------------------------------------
Lessor hereby grants to Lessee, effective after the first five (5)
years of the initial Lease Term and with twelve (12) months' prior written
notice to Lessor, a one-time right to decrease the size of the Leased Premises.
If Lessee shall elect to decrease the size of the Leased Premises by up to
40,000 square feet (i.e., reducing the size of the Leased Premises to not less
than 80,000 square feet), the Lessee shall incur no penalty for exercising this
right. If the Lessee elects to decrease the size of the Leased Premises by more
than 40,000 square feet as stated above, the Lessee shall pay to Lessor a
penalty payment equal to $4.00 per square foot for any portion greater than
40,000 square feet (i.e., the penalty shall apply to the extent the size of the
Leased Premises is reduced below 80,000 square feet). The Lessee shall vacate
the space given be upon expiration of the twelve (12) month notice period and
Lessor shall invoice Lessee for the penalty amount, which shall be paid to
Lessor within thirty (30) days after receipt of Lessor's invoice.
ARTICLE 37. ENTIRE AGREEMENT.
----------------
This Lease contains the entire agreement between the parties; it
supersedes all previous understandings and agreements between the parties, if
any, and no oral or implied representation or understandings shall vary its
terms; and it may not be amended except by a written instrument executed by both
parties hereto.
16
IN WITNESS WHEREOF, the parties hereto set their hands to triplicates
hereof, this ____________ day of _________________, 1996, as to Lessor, and this
20 day of March, 1996, as to Lessee.
Signed and acknowledged LESSOR: XXXXXX-XXXXXXXXX PARTNERS
in the presence of: LIMITED
[ILLEGIBLE]
_________________________ By: ________________________________
Xxxxx X. Xxxxxx
Its: Member
_________________________ --------------------------------
LESSEE: PRESTOLITE POWER CORPORATION
/s/ Xxxxxx X. Xxxxxxxxx By: /s/ I. Xxxxxx Xxxxxx
-------------------------- ---------------------------------
Xxxxxx X. Xxxxxxxxx I. Xxxxxx Xxxxxx
Its: President
_________________________ ---------
STATE OF OHIO, COUNTY OF XXXXXXXXXX, XX:
The foregoing instrument was acknowledged before me this __________ day
of ___________, 1996, by Xxxxx X. Xxxxxx, Member on behalf of XXXXXX-XXXXXXXXX
-----------------------
PARTNERS LIMITED, an Ohio general partnership.
----------------------------------
Notary Public
STATE OF Ohio, COUNTY OF Miami, SS:
The foregoing instrument was acknowledged before me this 20 day of March,
1996, by I. Xxxxxx Xxxxxx, the President of PRESTOLITE POWER CORPORATION, a
corporation, on behalf of said corporation.
/s/ Xxxxx X. Xxxxxxxxx
----------------------
Notary Public
17
GUARANTEE
In consideration of the leasing of the Premises at Xxxxxxxxx Xxx, Xxxx,
Xxxx 00000 under a Lease dated March 20, 1996, by XXXXXX-XXXXXXXXX PARTNERS
LIMITED (Lessor) to PRESTOLITE POWER CORPORATION (Lessee) the undersigned
Guarantor does hereby unconditionally and continuingly guarantee Lessee's
performance under said Lease, and agree that if Lessee shall become in default
in the payment of rent or the performance of any other term or condition under
said Lease, then upon notice in writing of such fact, they will within ten (10)
days of receipt of such notice cure any existing default and continue to perform
or cause to be performed all obligations of the Lessee under such Lease. In the
event the Guarantor shall so direct, Lessor will thereafter recognize the
Guarantor as Lessee under the Lease. The Guarantor further consents
prospectively to any amendment of such Lease or any election shall not affect
their obligation under this Guarantee. In the event of default, Lessor may look
to the Guarantor for performance of all obligations of Lessee and for recovery
of any loss or damage resulting from such default without the necessity or prior
exhaustion of remedies against Lessee.
Guarantor acknowledges that Lessor entering into this Lease with Lessee
is adequate consideration to Guarantor to give this Guarantee.
IN WITNESS WHEREOF, the Guarantor have/has executed this Guarantee as of
the 20th day of March, 1996.
Witnessed By: By: PRESTOLITE ELECTRIC INCORPORATED
/s/ XXXXXX XXXXXXXXX Name: /s/ Xxxxx X. Xxxxxxxxx
_________________________ ---------------------------
/s/ XXXXXXX XXXXXX Title: Vice President
_________________________ ---------------------
/s/ XXXXXX XXXXXXXXX Name: /s/ Xxxxxx Xxxxxx
_________________________ -------------------------
/s/ Xxxxxxx Xxxxxx Title: Vice President
_________________________ ---------------------
STATE OF OHIO, COUNTY OF Miami, SS:
The foregoing instrument was acknowledged before me this 20th day of
March, 1996, by I. Xxxxxx Xxxxxx, the Vice President of PRESTOLITE ELECTRIC
INCORPORATED.
18
Xxxxx X. Xxxxxxxxx
------------------
Notary Public
STATE OF OHIO, COUNTY OF Miami, SS:
The foregoing instrument was acknowledged before me this 20th day of
March, 1996, by I. Xxxxxx Xxxxxx, the Vice President of PRESTOLITE ELECTRIC
INCORPORATED.
/s/ Xxxxx X. Xxxxxxxxx
----------------------
Notary Public
19
PRESTOLITE -- Troy, Ohio
Page 1 of 4
March 20, 1996
EXHIBIT B
OUTLINE SPECIFICATION
This Exhibit B is a preliminary building specification for the manufacturing,
office and lab space for Prestolite Power Corporation. The cost of the
specifications in this Exhibit B are included within the annual rent and do not
anticipate the "over improvement" costs. While the attachments to Exhibit C set
forth Prestolite Power's currently anticipated plant fit-up specifications,
Prestolite Power has not completely finalized their office, lab and
manufacturing space layout and these specifications are subject to change based
on Prestolite Power Corporation's final design and specification requirements.
This project consists of a 160,000 SF Warehouse Building with a minimum clear
height to the bar joist of 19'0". The Floor Plan shall have a configuration of
200' wide and 800' long.
SITE WORK:
. Asphalt paving shall consists of 6" of stone base with 2 1/2" of asphalt
for the car parking lot and 8" stone base with 3 1/2" asphalt for the
truck dock area.
. Utility extensions to the building for electric, gas, water and sanitary
sewer.
. Complete storm drainage system for the building and asphalt paving.
CONCRETE:
. Building foundations based on 300 PSF soil bearing capacity using 3000
PSI concrete.
. Building slab on grade using 3500 PSI concrete, non-reinforced 6" floor
over 6" of compacted 304 stone base.
. Tilt-up concrete building wall panels using 3500 PSI concrete with
necessary reinforcing, lifting accessories and an exterior architectural
finish.
1
PRESTOLITE -- Troy, Ohio
Page 2 of 4
March 20, 1996
METALS:
. Structural system, including columns, bar joists, and joist girders.
Clear height minimum 19'0" to bottom of bar joist at the exterior wall.
. Roof deck, 1.5 B wide ribbed.
MOISTURE, THERMAL PROTECTION:
. Roof system shall be a one ply E.P.D.M. (rubber) membrane, ballasted roof
with isocyanurate insulation for a total R = 12.0. Roof shall carry the
manufacturer's 20-year membrane warranty, and the manufacturer's 10-year
watertight warranty.
. Roof drains, interior down spouts.
. 2 1/2" thick, embossed vinyl-faced fiberglass insulation will be used
from 8 feet above finished floor to roof deck. The lower 8 feet shall
have 2 x 4 fire treated stud cavity with 3 1/2" batt insulation and 5/8"
thick plywood sheeting. "R" value for wall construction shall be 10.
DOORS, WINDOWS:
. Aluminum entry glazing system. Including one pair of 3'-0" x 7'-0"
aluminum doors. Frames to be clear anodized aluminum, thermally broken.
Glass to be 1" clear insulated and tinted, tempered per code.
. Flush panel, insulated overhead doors as follows:
--- 12'-0" x 14'-0" drive in doors.
--- 8'-0" x 9'-0" dock doors.
SPECIALTIES:
. Pan style levelers, 30,000 lb. Capacity with weather seals, 6' x 6' at
each dock door.
FIRE PROTECTION:
. System designed to be automatic wet system designed for moderate hazard.
Installation to be per NFPA, local fire department and ISO (Insurances
Services of Ohio) with density of 0.29 gpm/2,000 SF.
2
PRESTOLITE -- Troy, Ohio
Page 3 of 4
March 20, 1996
PLUMBING:
. Provide excavation and compacted granular backfill for a minimum 6"
sanitary lateral for the entire length of the building. Sanitary line to
be located 28'-0" from the inside face of the front wall. Clean-outs to
be located at every column line (40'-0" on center). The tops of the
clean-outs to left one inch (1") below finish floor.
. Provide 2" water line (Type L copper) the length of the building with one
tee and valve per bay. Water line to receive white fiberglass jacketed
insulation with all joints taped.
HVAC:
. Provide gas-fired unit heaters complete with accustats, flue and interior
gas line. Units to be sized to maintain 60" F. interior at 0" F.
exterior.
. Provide rooftop exhaust fans and curb for ventilation (one air change per
hour).
ELECTRICAL:
. Provide and install 8'-0" H.O. 0 xxxx xxxxxxxxxx xxxxxxxxxxx fixtures
with reflectors. These are to be mounted to the bottom of the bar joist
(4 each per 40'-0" x 40'-0" bay) to provide approximately 20 to 30 foot
candles.
. House Lighting Panels that consist of one (1) 200 amp, 480/277 volt, 3-
phase, 4 wire panel with exterior DP&L meter for all exterior lighting
and one (1) 45 KVA transformer to feed one (1) 100 amp 120/208 volt 3-
phase, 4 wire panel for fire alarm bells, irrigation controller and phone
room electrical.
. Vacant Area Panels consisting of one (1) 200 amp, 480/277 volt, 3-phase,
4 wire panel with exterior DP&L meter for vacant area lights and one (1)
45 KVA transformer to feed one (1) 100 amp, 208/120 volt, 3-phase, 4 wire
panel for unit heaters.
END OF SPECIFICATIONS
3
1 of 2
EXHIBIT C
PRESTOLITE 3/8/96
120,000 S.F.
OFFICE IMPROVEMENTS
6000 S.F $ 30,00 S.F. $ 180,000
6800 S.F. $ 30,00 S.F. $ 204,000
PLANT FITUP IMPROVEMENTS $ 700,000 *
AMORTIZED IN LEASE OVER 5 YEARS $ 100,000
CASH CONTRIBUTION BY PRESTOLITE $ 600,000
LEASE RATE
S.F. ANNUAL
RATE RENT
BASE RATE $ 3.50 420,000
OPERATING EXPENSES $ 0.25 30,000
5% OFFICE (6000 S.F.) (10 YR AMORT) $ 0.24 28,545
6,800 S.F. OFFICE (5 YR AMORT) $ 0.43 52,013
PLANT IMPROVEMENTS (5 YR. AMORT) $ 0.21 25,496
TOTAL $ 4.63 556,054
--------------
* PRELIMINARY ROUGH ESTIMATE. EXACT COST TO BE DETERMINED AFTER FINAL BUILDING
AND PLANT DESIGN SUBJECT TO PRESTOLITE POWER CORPORATION'S FINAL BUILDING
REQUIREMENTS.
(Preliminary Allowance Attached)
2 of 2
PRESTOLITE
Troy, Ohio
Estimated Over-lmprovement to be Paid by Xxxxxx
Xxxxx 00, 0000
Xxxxxxxxx
0x. 6,400 SF Engineering Lab/ Procedures Lab $ 77,000.00
1b. 3,200 SF Procedures Lab with Conference Room $ 40,000.00
1c. 3,200 SF Service/Repair Shop $ 27,000.00
2. 4,800 SF Battery Lab with Load Banks/Storage $ 100,000.00
3a. 8'x 8' SF Engine Testing Enclosure at Engineering Lab $ 12,000.00
3b. 8 x 8' SF Engine Testing Enclosure at Rotating Assembly Line $ 12,000.00
4. Three Plant Restroom Groups with Underground $ 58,000.00
5. Premium for 3000 AMP Service $ 148,000.00
6. Premium for Metal Halide Lights from 25 FC to 80/100 FC $ 93,000.00
7. Plant Area Emergency and Exit Lights $ 26,000.00
8. 20 each 110 Volt Isolated Ground with Data Stub $ 11,000.00
9. Card Swipe Security System $ 14,000.00
10. Compressed Air Loop $ 42,000.00
11. Dock Seals, Truck Restraints and Dock Lights (6 Sets) $ 19,000.00
12. Power for Inverter Area and Smog Hog $ 8,000.00
13. Power for Assembly Cells at Smog Hog $ 16,000.00
14. Double Duplex Receptacles at Plant (22 Each) $ 5,000.00
15. Add Two (2) Each 35,000 CFM Exhaust Fans and Four (4) Each 25,000 CFM $ 23,000.00
Filtered Supply Air Fans to Increase Air Changes From One to Three Per Hour
16. Punched Exterior Office Windows $ 23,000.00
Subtotal $ 754,000.00
Cost Reduction Anticipated After Final Design and Specifications ($54,000.00)
TOTAL $ 700,000.00
XXXXXX-XXXXXXXXX PARTNERS, LTD.
-------------------------------
WAREHOUSE/DISTRIBUTION
----------------------
SHORT TERM AGREEMENT OF LEASE
-----------------------------
THIS SHORT TERM LEASE made this 13th day of November, 1996, by and
between XXXXXX-XXXXXXXXX PARTNERS, LTD. hereinafter referred to as Lessor and
PRESTOLITE POWER CORPORATION, hereinafter referred to as Lessee. The Lessee's
business enterprise is organized as a corporation and is admitted to do business
in the State of Ohio.
W I T N E S S E T H :
---------------------
Contingent upon the signing and full execution of a new Lease by and
between XXXXXX-XXXXXXXXX PARTNERS, LTD. and XXXXXXX METAL FAB, INC. for a term
of ten (10) years, the Lessor does hereby lease and let to Lessee and the Lessee
accepts from the Lessor under the terms and conditions of this Lease, the
following described Premises:
1. Premises: 40,000 square feet as shown on Exhibit A hereto
attached of a building which contains 160,000 square feet more or less at
Xxxxxxxxx Xxx, Xxxx, Xxxx 00000. The Leased Premises shall be delivered "as
is" which the Lessee has examined and finds in a condition suitable for its use
and purpose.
2. Commencing on or about November 1, 1996, the term of the Lease
will be six (6) months, ending on or about May 31, 1997. It is agreed between
the Lessee and Lessor that this Lease shall commence upon the substantial
completion, subject to punch list items, of the construction of the building in
which the Leased Premises are located. If applicable, a prorated portion of
rent shall be invoiced to Lessee from Lessor for less than a full month of
occupancy.
3. Except as provided for in Item No. 2 above, Rent will be due and
payable monthly on the first day of each month without demand in the amount of
$13,166.67. Checks should be made payable to Xxxxxx-Xxxxxxxxx Partners, Ltd.
and sent to Xxxxxx-Xxxxxxxxx Partners, Xxxx Xxxxxx Xxx 000, Xxxxxx, Xxxx
00000-0000, ATTN: ACCOUNTS RECEIVABLE.
4. NOTICE.
-------
All notices under this Lease may be personally delivered; sent by
courier service, with receipt; or mailed to address shown by certified mail,
return receipt requested. The effective date of any mailed notice shall be one
(1) day after delivery of same to the United States Postal Service.
Lessor: XXXXXX-XXXXXXXXX PARTNERS, LTD.
Mail: 0000 Xxxxxx-Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxx 00000
Lessor: PRESTOLITE POWER CORPORATION
Mail: Attn: I. Xxxxxx Xxxxxx
0000 Xxxxxxxxxxxx Xxxx., Xxx 000
Xxx Xxxxx, Xxxxxxxx 00000
5. Other Terms and Conditions. During the term of the Lease, the
Lessee will comply with other terms and conditions set forth on Exhibit B
attached and in accordance with all other provisions as set forth in the fully
executed Lease of 120,000 square feet dated March 20, 1996 between Lessee and
Lessor.
IN WITNESS WHEREOF, the Lessor and Lessee have affixed their
signatures to triplicates of this Short Term Warehouse/Distribution Lease, this
3rd day of September, 1996, as to Lessee and this 13th day of November, 1996, as
--- --------- ---- --------
to Lessor.
Signed and acknowledged LESSOR: XXXXXX-XXXXXXXXX PARTNERS, LTD.
in the presence of:
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------------------- -----------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxxx Xxxxxxxx Title: Member
--------------------------------- -----------------------------------
LESSEE: PRESTOLITE POWER CORPORATION
/s/ [ILLEGIBLE] By: /s/ I. Xxxxxx Xxxxxx
--------------------------------- -----------------------------------
I. Xxxxxx Xxxxxx
/s/ XXXXXXX X. PLAINE Title: President
--------------------------------- -----------------------------------
STATE OF OHIO, COUNTY OF XXXXXXXXXX, XX:
The foregoing instrument was acknowledged before me this 13th day of
November, 1996, by Xxxxx X. Xxxxxx, Member, on behalf of XXXXXX-XXXXXXXXX
PARTNERS, LTD.
[SEAL OF NOTARY PUBLIC] /s/ Xxxx Xxxx Xxxxxxx
-----------------------------------
NOTARY PUBLIC
STATE OF OHIO, COUNTY OF MIAMI, SS:
---- -----
The foregoing instrument was acknowledged before me this 3rd day of
September, 1996, by I. Xxxxxx Xxxxxx, the President of PRESTOLITE POWER
CORPORATION, a corporation on behalf of said corporation.
/s/ Xxxxxx Xxxxxxx, III
------------------------------------
NOTARY PUBLIC
Xxxxxx Xxxxxxx, III, Notary
Public in and for the State of
Ohio
My Commission Expires March 28,
1998
EXHIBIT A
[MAP APPEARS HERE]
EXHIBIT B
---------
SHORT TERM WAREHOUSE/DISTRIBUTION LEASE
---------------------------------------
OTHER TERMS AND CONDITIONS
--------------------------
1. Utilities. The lessee shall pay for all utilities supplied to the premises.
---------
Any utilities which are not separately metered to the lessee will be
prorated among the Lessees in the building on the basis of square footage
serviced by a given meter or occupancy of the building. Lessee shall pay its
share to Lessor when billed.
2. Use of Premises. The Premises shall be used and occupied only for
---------------
warehousing and distribution, and for no other purpose or purposes without
the written consent of the Lessor. The Lessee shall operate its business in
a safe and proper manner as is normal, considering the use of the Premises
above provided; shall not manufacture, use, store, or display any products
or materials that will endanger the Premises; and shall do nothing that
would increase the cost of insurance on the building or invalidate existing
policies.
3. Repairs. The Lessor will keep the foundations, exterior walls and roof of
-------
the building in good repair. The Lessee shall keep the Premises and any
equipment, facilities or fixtures contained herein in good condition and
repair. On expiration or earlier termination of the Lease, the Lessee shall
surrender the Premises to the Lessor in as good condition as when received,
broom clean and free of tire marks, ordinary wear and tear excepted.
4. Installations and Alterations. Lessee shall not make any alterations or
-----------------------------
additions to the Premises without first procuring Lessor's written consent.
The Lessee shall not erect or install any signage without first procuring
Lessor's written consent. The Lessee shall have no rights to use and shall
not use the roof of the Premises for any purpose without the written consent
of the Lessor.
5. Indemnification. Except to the extent of the gross negligence or misconduct
---------------
of Lessor, Lessee agrees to indemnify and hold Lessor harmless against and
from any and all claims, damages, costs, and expenses, including reasonable
attorney's fees, arising out of Lessee's use or occupancy of the Premises or
any breach of this Lease by Lessee.
6. Insurance. Lessee agrees to procure and maintain a policy or policies of
---------
insurance, at its own expense, insuring from all claims, demands or actions
for injury to or death of more than one person in any one accident and for
damages to property in an aggregate amount of not less than $2,000,000 made
by or on behalf of any person or persons, firm or corporation, arising from,
related to, or connected with the conduct and operation of Lessee's business
in the Premises. Lessor shall be named an additional insured party in said
policy. Said insurance shall not be subject to cancellation except after at
least thirty (30) days prior written notice to Lessor, and a Certificate of
Insurance shall be deposited with Lessor upon request .
AMENDMENT NO. 1 TO LEASE
------------------------
THIS AGREEMENT made this 13th day of November, 1996, by and between
---- --------
XXXXXX-XXXXXXXXX PARTNERS LTD., as Lessor and PRESTOLITE POWER CORPORATION, as
Lessee located at 0000 Xxxxxxxxx Xxxxx, Xxxx, Xxxx 00000.
W I T N E S S E T H :
---------------------
WHEREAS, Lessor and Lessee entered into a Lease dated March 20, 1996,
and
WHEREAS, the Lessor and Lessee desire to amend the Lease of 120,000
square feet to revise the term.
NOW THEREFORE, the Lease is amended as follows.
1. ARTICLE 1. TERM. Shall be revised as follows.
-----
TO HAVE AND TO HOLD unto the Lessee for a term of ten (10) years
commencing on the 1st day of November 1996, and ending on the 31st day of
October 2006, both dates inclusive. Provided however, the Lessee is granted a
right to reduce the Leased Premises in accordance with Article 36.
2. Except as expressly amended herein, all other terms and
conditions of the Lease remain in full force and effect.
IN WITNESS WHEREOF, the Lessor and Lessee have affixed their
signatures to triplicates of this Amendment, this _____ day of __________, 1996,
as to Lessee and this 13th day of November, 1996, as to Lessor.
---- --------
Signed and acknowledged LESSOR: XXXXXX-XXXXXXXXX PARTNERS LTD.
in the presence of:
/s/ [ILLEGIBLE] By: /s/ Xxxxx X. Xxxxxx
------------------------------ -----------------------------------
/s/ [ILLEGIBLE] Title: Member
------------------------------ --------------------------------
LESSEE: PRESTOLITE POWER CORPORATION
/s/ [ILLEGIBLE] By: /s/ I. Xxxxxx Xxxxxx
------------------------------ -----------------------------------
I. Xxxxxx Xxxxxx
/s/ [ILLEGIBLE] Title: President
------------------------------ ----------------------------
STATE OF OHIO, COUNTY OF XXXXXXXXXX, XX:
The foregoing instrument was
acknowledged before me this 13th day of
November, 1996, by Xxxxx X. Xxxxxx, Member,
on behalf of XXXXXX-XXXXXXXXX PARTNERS LTD.,
AN OHIO GENERAL PARTNERSHIP.
/s/ Xxxx Xxxx Xxxxxxx
[SEAL OF NOTARY PUBLIC] ------------------------
NOTARY PUBLIC
STATE OF OHIO, COUNTY OF MIAMI, SS:
The foregoing instrument was
acknowledged before me this 13th day of
November, 1996, by I. Xxxxxx Xxxxxx, the
President of PRESTOLITE POWER CORPORATION,
a corporation on behalf of corporation.
/s/ Xxxx Xxxx Xxxxxxx
[SEAL OF NOTARY PUBLIC] ---------------------
NOTARY PUBLIC
------------------------------------------------
To: Xxxxx Xxxxxxxxx
Xx Xxxxxxx
Xxxx Xxxxxx
Attached is a copy of the lease as signed by
Prestolite. Xxxxxx Valentine will execute their
signatures on the lease the week of March 25,
1998. Upon receipt, originals will be sent
for safe keeping to Conybeare & Xxxxxxxxx. -
Fm: Xxxxxx Xxxxxx March 20, 1996
------------------------------------------------
XXXXXX-XXXXXXXXX PARTNERS
-------------------------
WAREHOUSE/DISTRIBUTION
----------------------
AGREEMENT OF LEASE
------------------
TABLE OF CONTENTS
-----------------
LEASE FOR PRESTOLITE POWER CORPORATION
PROPERTY LOCATED AT Xxxxxxxxx Xxx, Xxxx Xxxx 00000
ARTICLE PAGE
------- ----
1 TERM........................................................... 1
2 LEASED PREMISES................................................ 1
3 POSSESSION..................................................... 1
4 RENT........................................................... 1
5 SECURITY DEPOSIT............................................... 2
6 COMMON AREA.................................................... 3
7 USE OF LEASED PREMISES......................................... 3
8 REPAIRS........................................................ 3
9 INSTALLATIONS AND ALTERATIONS.................................. 4
10 INDEMNIFICATION................................................ 5
11 INSURANCE...................................................... 5
12 DAMAGE BY FIRE OR OTHER CASUALTY............................... 5
13 EMINENT DOMAIN................................................. 6
14 ASSIGNMENT OR SUBLETTING....................................... 6
15 ACCESS TO LEASED PREMISES...................................... 7
16 ATTORNMENT..................................................... 7
17 LIMITATION UPON LIABILITY...................................... 7
18 LESSOR'S SUCCESSORS............................................ 8
19 LESSEE'S DEFAULT............................................... 8
20 SURRENDER OF LEASED PREMISES................................... 9
21 SUBORDINATION.................................................. 9
22 NOTICE......................................................... 9
23 WAIVER OF SUBROGATION.......................................... 10
24 ESTOPPEL CERTIFICATE........................................... 10
25 RENT DEMAND.................................................... 10
26 NO REPRESENTATION BY LESSOR.................................... 10
27 WAIVER OF BREACH............................................... 10
28 QUIET ENJOYMENT................................................ 10
29 ENVIRONMENTAL PROVISIONS....................................... 10
30 INTERPRETATION................................................. 11
31 FINANCIAL STATEMENTS........................................... 11
32 AMERICANS WITH DISABILITIES ACT COMPLIANCE..................... 11
33 MEMORANDUM OF LEASE............................................ 12
34 TIME........................................................... 12
35 RIGHT OF FIRST NOTIFICATION.................................... 12
36 RIGHT TO DECREASE THE SQUARE FOOTAGE OF THE LEASED PREMISE..... 12
37 ENTIRE AGREEMENT............................................... 13
A BUILDING/SITE PLAN
B IMPROVEMENT SPECIFICATION
C OVERIMPROVEMENT AMORTIZATION SCHEDULE
D PROPOSED SITE PLAN
