Exhibit 10.20
LEASE EXTENSION AGREEMENT
This Lease Extension Agreement ("Agreement") is entered into this 13th day of
December 1996, by and between American National Bank & Trust Company of Chicago
as Trustee under Trust No. 67006 ("Landlord") and Stimsonite Corporation, a
Delaware corporation ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Amerace Corporation, a Delaware corporation
("Amerace") entered into a lease dated December 12, 1986 ("7642 Lease") for
property located at 0000 Xxxxx Xxxxxxx, Xxxxx, Xxxxxxxx ("7542 Building"); and
WHEREAS, Landlord and Amerace entered into a lease dated December 12,
1986 ("7530 Lease") for property located at 0000 Xxxxx Xxxxxxx, Xxxxx, Xxxxxxxx
("7530 Building") (the 7542 Lease and the 7530 Lease are collectively referred
to as the "Leases"); and
WHEREAS, Amerace assigned to Tenant all of its right, title, and interest
as tenant under the Leases pursuant to an Assignment of Lease for the 7542 Lease
and an Assignment of Lease for the 7530 Lease both dated August 23, 1990; and
WHEREAS, the terms of the Leases will expire on January 31, 1997; and
WHEREAS, the parties desire to extend the terms of the Leases and
otherwise modify the Leases upon the terms and conditions set forth in the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Recitals. The recitals stated above are hereby incorporated into, and
made a material part of, this Agreement.
2. Extension of Term. The Leases are hereby extended for an additional
ten year term ("Renewal Term"). The Renewal Term shall commence on February 1,
1997 ("Renewal Term Commencement Date") and expire on January 31, 2007.
3. Rent. Beginning on the Renewal Term Commencement Date, initial Basic
Rent, as defined in the Leases, shall be payable during the Renewal Term as
follows:
7542 Building: $5.00 per square foot X 48,331 sq. ft. = $241,665.00
7530 Building: $5.00 per square foot X 25,960 sq. ft. = $129,800.00
Tenant shall make payments of Basic Rent in monthly installments in accordance
with the terms of the Leases. Basic Rent shall be adjusted on February 1, 2001
and February 1, 2004 in accordance with paragraph 1(c) of the Lease, provided,
however, that adjustments to Basic Rent shall not exceed three percent (3%) per
annum for each year during such adjustment periods. (As an example, the maximum
CPI adjustment for each three year period will not exceed 9%.)
4. Options. Provided Tenant is not in default under the Lease, Tenant
shall have two (2) options (each an "Option" and collectively "Options") to
extend the Lease for additional terms of five (5) years each (each an "Option
Term" and collectively "Option Terms"). Tenant shall exercise each Option by
giving Landlord written notice of such exercise no less than three hundred
sixty-five (365) days prior to the expiration of the Renewal Term or the first
Option Term, as applicable. If Tenant exercises the first Option, Basic Rent
shall be adjusted on February 1, 2007 and February 1, 2010 in accordance with
paragraph 1(c) of the Lease, provided, however, that adjustments to Basic Rent
shall not exceed three percent (3%) per annum. If Tenant exercises the second
Option, Basic Rent shall be adjusted on February 1, 2013 in accordance with
paragraph 1(c) of the Leases, provided, however, that adjustments to Basic Rent
shall not exceed three percent (3%) per annum for each year during such
adjustment period.
5. Assignment and Subletting. Notwithstanding anything to the contrary or
inconsistent contained in Paragraph 13 of the Lease, any permitted assignment or
sublease shall not relieve Tenant of its obligations under the respective Lease
and each instrument which effects a permitted assignment or sublease shall
evidence the survival of Tenant's obligations.
6. Agreement Controlling and Deletion of Provision. In the event of any
conflict or inconsistency between the Lease and this Agreement, the Agreement
shall in all instances prevail. Paragraphs 1(b), and 32 are hereby deleted from
the 7542 Lease. Paragraphs 1(b) and 32 are hereby deleted from the 7530 Lease.
7. Continuation. Except as expressly set forth herein, the Leases shall
remain in full force and effect and all terms, covenants, conditions,
provisions, and restrictions contained in the Lease shall apply throughout the
Renewal Term and any Option Term thereafter. Tenant is currently occupying the
premises described in the Lease and accepts them in their "as-is" condition for
purposes of this Agreement.
8. Authority. Landlord and Tenant represent and warrant to each other
that each has full power and authority to execute this Agreement and that the
individuals executing this Agreement on behalf of Landlord and Tenant are duly
authorized to execute this Agreement on behalf of Landlord and Tenant,
respectively.
9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Illinois.
10. Notices. Notwithstanding Paragraph 24 of each of the 7530 Lease and
the 7542 Lease, all notices shall be sent to the following addresses:
If to the Landlord: c/x Xxxxxxx Partners
0000 Xxxxx Xxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
With a copy to: Xxxxxxx, Xxxxxxx & Patt, Ltd.
000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
If to Tenant: Stimsonite Corporation
0000 X. Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: President
With a copy to: Xxxxx, Day Xxxxxx & Xxxxx
00 X Xxxxxx Xxxxx
Xxxxxxx XX 00000
Attention: Xxxxxxx X. Xxxxxx
11. Headings. Descriptive headings contained at the beginning of each
paragraph of this Agreement are for convenience only and shall not serve to
alter, limit or expand the terms, covenants, conditions, provisions and
restrictions contained in the Agreement.
12. Acceptance. This Agreement is expressly subject to acceptance by
Landlord within ten (10) days after receipt of an original signed by Tenant
along with a certificate of good standing and a certified corporate resolution
evidencing corporate approval and authorization of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
American National Bank & Trust Company Stimsonite Corporation,
Trust No. 60076 a Delaware corporation
By: /s/ Xxx X. Xxxxxx
Its: President
By: /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, authorized agent Attest:
for the Beneficiary By: /s/ Xxxxxx X. Xxxxxxxxx
Its: Secretary
