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EXHIBIT 99.6
Lease dated July 25, 1990 by and between The Xxxxxx Group, LTD. and Shell Oil
Company relating to the Williamsburg, Virginia Plant (the rights and
obligations of the lessee under the foregoing Lease have been assigned
ultimately to Printpack, Inc.).
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LEASE
1. Parties. This Lease, dated, for reference purposes only, July 25, 1990 is
made by and between THE XXXXXX GROUP, LTD. (herein called "Lessor") and SHELL
OIL COMPANY, a Delaware corporation (herein called "Lessee").
2. Premises. Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term at the rental, and upon all of the conditions set forth herein,
that certain real property situated in the County of Xxxxx City, Commonwealth
of Virginia commonly known as 000 Xxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxx and
described as:
All those two parcels of land situated in Xxxxx City County
containing 4.59 acres +/- ("Site 18-A") and 3.07 acres +/- ("Site
18-B") as shown on a certain plat recorded in the Clerk's office
of the Circuit Court of Xxxxx City County, Virginia in Plat Book
37, Page 63. Including two primary existing buildings containing
76,800 square feet on Site A ("Site A Building") and 55,175 square
feet on Site B ("Site B Building") all of which are shown on
Exhibit A attached hereto.
Said real property including the land and all improvements thereon, is herein
called "the Premises".
3. Term. The term of this Lease shall be for ten (10) years commencing on
March 1, 1990, and ending on February 29, 2000, unless sooner terminated
pursuant to any provision hereof.
4. Rent. Lessee shall pay to Lessor as rent for the Premises, in advance on
the first day of each month of the term hereof in accordance with the following
schedule.
(a) March 1, 1990, through February 28, 1991 -
$4.05 per square foot
$311,040.00 annually for Site 18-A
$223,458.75 annually for Site 18-B
$44,541.56 monthly for both Sites
(b) March 1, 1991, through February 29, 1992 -
$4.15 per square foot
$318,720.00 annually for Site 18-A
$228,976.25 annually for Site 18-B
$45,641.35 monthly for both Sites
(c) March 1, 1992, through February 28, 1997 -
$4.25 per square foot
$326,400.00 annually for Site 18-A
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$234,493.75 annually for Site 18-B
$46,741.15 monthly for both Sites
(d) March 1, 1997, through February 28, 1998 -
$4.50 per square foot
$345,600.00 annually for Site 18-A
$248,287.50 annually for Site 18-B
$49,490.63 monthly for both Sites
(e) March 1, 1998, through February 29, 2000 -
$4.65 per square foot
$357,120.00 annually for Site 18-A
$256,563.75 annually for Site 18-B
$51,140.31 monthly for both Sites
(f) Lessee shall pay to Lessor upon the execution hereof by Lessee
the sum of $9,600.00 in satisfaction of Lessee's rental obligations for the
period ending February 28, 1990.
(g) Rent for any period during the term hereof which is less than one
month shall be a pro rata portion of the monthly installment. Rent shall be
payable in lawful money of the United States to Lessor at 0000 Xxxxxx Xxxxxx,
Post Office Box 10266, Xxxxxxx, Xxxxxxxx 00000, or to such other persons or at
such other places as Lessor may designate in writing.
5. Use.
5.1 Use. The Premises shall be used and occupied only for light
industrial operations including office, manufacturing and warehouse facilities
for plastic containers industry and for no other purpose, without consent of
Landlord in writing.
5.2 Compliance with Law.
(a) Lessor warrants to Lessee that the Premises, in its existing state,
but without regard to the use for which Lessee will use the Premises, does not
violate any applicable building code, regulation or ordinance at the time that
this Lease is executed. In the event that it is determined that this warranty
has been violated, then it shall be the obligation of the Lessor, after written
notice from Lessee, to promptly, at Lessor's sole cost and expense to rectify
any such violation. Since Lessee did not give to Lessor written notice of the
violation of this warranty within one (1) year from the original commencement
of the term, it shall be conclusively deemed that such violation did not exist
and the correction of the same shall be the obligation of the Lessee.
(b) Except as provided in Paragraph 5.2(a) , Lessee shall, at Lessee's
expense, comply promptly, with all applicable statutes, ordinances, rules,
regulations, order,
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restrictions of record, and requirements in effect during the term or any part
of the term hereof regulating the use by Lessee of the Premises. Lessee shall
not use or permit the use of the Premises in any manner that will tend to
create waste or a nuisance or, if there shall be more than one tenant in the
building containing the Premises, shall tend to disturb such other tenants.
(c) Environmental Indemnification. Lessee shall use its best efforts to
prevent the release or discharge of any hazardous wastes or constituents on, in
or under the Premises. In the event of such release or discharge during the
term hereof, as the same may be extended, Lessee shall indemnify and hold
harmless Lessor from and against all losses and damages, suffered by Lessor as
a result of any claims, liabilities, damages, penalties, costs and expenses
incurred by Lessor, relating to, or arising as a result of any releases or
discharges of hazardous wastes, constituents or pollutants on, in or under the
Premises caused by Lessee or its agents, and occurring during the term hereof,
including, without limitation, governmental ordered remedial investigations and
feasibility study costs, clean up costs and other response costs under the
Comprehensive Environmental Response Compensation and Liability Act, as
modified by the Superfund Amendments and Reauthorization Act of 1986, or any
other environmental legislation or regulation, whether Federal, state or local
currently in existence or which may be enacted in the future (herein called the
"Acts"). At the expiration of the initial term or any extension of this Lease,
an environmental study will be prepared at Lessor's expense. If such study
indicates the presence of environmental damages, hazardous wastes, construction
pollutants, etc., Lessee shall (at Lessee's expense) clean up all such hazards,
returning the Premises to an environmentally clean state, if such clean up is
ordered by any Federal, state or local environmental agency pursuant to the
Acts. If the environmental study concludes that the Premises has been
maintained in an environmentally clean state or if Lessee is required to clean
up the Premises and after the completion of the clean up Lessee provides Lessor
with an environmental study certifying that the Premises is in compliance with
the requirements of the Acts, then Lessor will indemnify Lessee of all
environmental responsibility arising after the receipt of the latest
environmental study by indicating such in writing to Lessee or its agent.
(d) Warranty of restrictive covenants. Lessor warrants to Lessee that
Lessor and its predecessors in title have not violated any of the protective
covenants and restrictions for Xxxxx Corporate Center-Williamsburg appearing of
record of Deed Book 169, page 135 of the Xxxxx City County, Virginia public
records, that all required permits and authorizations have been obtained and
that improvements upon the premises property are in full compliance with the
restrictions.
5.3 Condition of Premises. Except as provided in Paragraph 5.2(a) Lessee
hereby accepts that Premises in their condition existing as of the date of the
execution hereof, subject to all applicable zoning, municipal, county and state
laws, ordinances and regulations governing and regulating the use of the
Premises, and accepts this Lease subject thereto and to all matters disclosed
thereby and by any exhibits attached hereto.
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Lessee acknowledges that neither Lessor nor Lessor's agent has made any
representation or warranty as to the suitability of the Premises for the
conduct of Lessee's business.
6. Maintenance Repairs and Alterations.
6.1 Lessor's Obligations. Subject to the provisions of Paragraphs 5.2(a)
and 8 and except for damage caused by any negligent or intentional act or
omission of Lessee, Lessee's agents, employees, or invitees in which event
Lessee shall repair the damage, Lessor, at Lessor's expense, shall keep in good
order, condition and repair the foundations, exterior walls and the exterior
roof of the Premises. Lessor shall not, however, be obligated to paint such
exterior, nor shall Lessor be required to maintain the interior surface of
exterior walls, windows, doors or plate glass. Lessor shall have no obligation
to make repairs under this Paragraph 6.1 until a reasonable time after receipt
of written notice of the need for such repairs.
6.2 Lessee's Obligations.
(a) Subject to the provisions of Paragraphs 5.2(a), 6 and 8, Lessee, at
Lessee's expense, shall keep in good order, condition and repair the Premises
and every part thereof (whether or not the damaged portion of the Premises or
the means of repairing the same are reasonably or readily accessible to Lessee)
including, without limiting the generality of the foregoing, all plumbing,
heating, air conditioning, ventilating, electrical and lighting facilities and
equipment within the Premises, fixtures, interior walls and interior surface of
exterior walls, ceilings, windows, doors, plate glass, and skylights, located
within the Premises, and all landscaping, driveways, parking lots, fences and
signs located in the Premises and all sidewalks and parkways adjacent to the
Premises.
(b) If Lessee fails to perform Lessee's obligations under this Paragraph
6.2, Lessor may at Lessor's option enter upon the Premises after 10 days prior
written notice to Lessee, and put the same in good order, condition and repair,
and the cost thereof together with interest thereon at the rate of 10% per
annum shall be due and payable as additional rent to Lessor together with
Lessee's next rental installment.
(c) On the last day of the term hereof, or on any sooner termination,
Lessee shall surrender the Premises to Lessor in the same condition as
received, broom clean, ordinary wear and tear excepted. Lessee shall repair
any damage to the Premises occasioned by the removal of its trade fixtures,
furnishings and equipment pursuant to Paragraph 6.3, which repair shall include
the patching and filling of holes and repair of structural damage.
6.3 Alterations and Additions.
(a) Lessee shall not, without Lessor's prior written consent make any
alterations, improvements, additions, or Utility Installations in, on or about
the Premises, except for nonstructural alterations not exceeding $10,000.00 in
cost. As used in this
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Paragraph 6.3, the term "Utility Installation" shall mean bus ducting, power
panels, wiring, fluorescent fixtures, space heaters, conduits, air-conditioning
equipment and plumbing. Lessee shall have the right to remove any or all of
said alterations, improvements, additions or Utility Installations at the
expiration of the term, and restore the Premises to their prior condition. The
aforesaid shall not apply to any alterations, improvements, additions or
Utility Installations provided at Lessor's expense.
(b) Lessee shall pay, when due, all proper claims for labor or materials
furnished to or for Lessee at or for use in the Premises, which claims are or
may be secured by any mechanic's or materialmen's lien against the Premises or
any interest therein. Lessee shall give Lessor not less than ten (10) days'
written notice prior to the commencement of any work in the Premises, and
Lessor shall have the right to post notices of non-responsibility in or on the
Premises as provided by law. If Lessee shall, in good faith, contest the
validity of any such lien, claim or demand, then Lessee shall, at its sole
expense defend itself and Lessor against the same and shall pay and satisfy any
such adverse judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises.
(c) Any alterations, improvements, additions or Utility Installations in,
or about the Premises that Lessee shall desire to make and which requires the
consent of the Lessor shall be presented to Lessor in written form, with
proposed detailed plans. If Lessor shall give its consent the consent shall be
deemed conditioned upon Lessee acquiring a permit to do so from appropriate
governmental agencies, the furnishing of a copy thereof to Lessor prior to the
commencement of the work and the compliance by Lessee of all conditions of said
permit in a prompt and expeditious manner. Lessor approval not to be
unreasonably withheld.
(d) Lessee's machinery and equipment, other than that which is affixed to
the Premises so that it cannot be removed without material damage to the
Premises, shall remain the property of Lessee and may be removed by Lessee
subject to the provisions of Paragraph 6.2(c).
7. Insurance Indemnity.
7.1 Liability Insurance.
(a) Lessee Liability Insurance. Lessee shall, at Lessee's expense obtain
and keep in force during the term of this Lease a policy of Combined Single
Limit, Bodily Injury and Property Damage insurance insuring Lessee against any
liability arising out of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. Such insurance shall be combined
single limit policy in an amount of not less than Five Hundred Thousand Dollars
and 00/100 ($500,000.00). The policy shall insure performance by Lessee of the
indemnity provisions of this Paragraph 7. The limits of said insurance shall
not, however, limit the liability of Lessee hereunder. If Lessee shall fail to
procure and maintain said insurance Lessor may, but shall not be required to,
procure and
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maintain the same, but at the expense of Lessee. Not more frequently than each
five (5) years, if, in the reasonable opinion of Lessor, the amount of
liability insurance required hereunder is not adequate, Lessee shall increase
said insurance coverage as required by Lessor, provided, however, that in no
event shall the amount of the liability insurance increase by more than fifty
percent (50%) greater than the amount thereof during the preceding five (5)
years of the term of this Lease. However, the failure of Lessor to require any
additional insurance coverage shall not be deemed to relieve Lessee from any
obligations under the Lease.
(b) Lessor Liability Insurance. Lessor, for Lessor's sole protection,
shall likewise, at all time during the term of this Lease and any extensions or
renewals thereof, and at its expense, maintain a policy or policies of
comprehensive general liability insurance, issued by and binding upon some
solvent insurance company, such insurance to afford minimum protection of not
less than Three Hundred Thousand Dollars and 00/100 ($300,000.00) in respect of
personal injury or death to any one person, and of not less than Five Hundred
Thousand Dollars and 00/100 ($500,000.00) in respect of any one occurrence, and
of not less than one Hundred Fifty Thousand Dollars and 00/100 ($150,000.00)
for property damage for liabilities of Lessor as set forth in this Lease
agreement.
7.2 Property Insurance.
(a) Lessor shall obtain and keep in force during the term of this Lease a
policy or policies of insurance covering loss or damage to the Premises, but
not Lessee's fixtures, equipment or tenant improvements in the amount of the
full replacement value thereof, providing protection against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended perils (all risk) but not plate glass
insurance. If the Premises contains sprinklers, then the insurance coverage
shall include sprinkler leakage insurance. In addition, Lessor shall obtain
and keep in force, during the term of this Lease, a policy of rental income
insurance covering a period of six months, with loss payable to Lessor, which
insurance shall also cover all real estate taxes and insurance costs for said
period for which Lessee is obligated to pay.
(b) Lessee shall pay to Lessor, during the term hereof, in addition to the
rent, the amount of any increase in premiums for the insurance required under
Paragraph 7.2(a) over and above the premiums paid during calendar year 1988,
whether such increase shall be the result of the nature of Lessee's occupancy,
any act or omission of Lessee, requirements of the holder of a mortgage or deed
of trust covering the Premises, increased valuation of the Premises, or general
rate increases. In lieu of reimbursing Lessor for the cost of rental income
insurance, Lessee may obtain at its sole cost and provide to Lessor an
unconditional and irrevocable letter of credit, issued by a Bank acceptable to
Lessor, in an amount equal to rent for six months plus the amount of all real
estate taxes and insurance which Lessee is obligated to pay. Said letter of
credit shall be for a minimum of one (1) year and the issuing Bank shall give
Lessor not less than fourteen (14) days written notice of the expiration or
nonrenewal of the letter of credit.
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(c) Lessee shall pay any such premium increases to Lessor within thirty
(30) days after receipt by Lessee of a copy of the premium statement or other
satisfactory evidence of the amount due. If the insurance policies maintained
hereunder cover other improvements or other properties of the Lessor in
addition to the Premises, Lessor shall also deliver to Lessee a statement of
the amount of such increase attributable to the Premises and showing in
reasonable detail the manner in which such amount was computed. If the term of
this Lease shall not end concurrently with the expiration of the period covered
by such insurance, Lessee's liability for premium increases shall be prorated
on an annual basis and shall end as of the expiration or termination of this
Lease.
7.3 Insurance Policies. Insurance required hereunder shall be in
companies holding a "General Policyholders Rating" of B plus or better as set
forth in the most current issue of "Best Insurance Guide". Lessee shall
deliver to Lessor copies of policies of liability insurance required under
Paragraph 7.1 or certificates evidencing the existence and amounts of such
insurance with loss payable clauses satisfactory to Lessor. No such policy
shall be cancellable or subject to reduction of coverage or other modification
except after ten (10) days prior written notice to Lessor. Lessee shall,
within ten (10) days prior to the expiration of such policies, furnish Lessor
with renewals or "binders" thereof, or Lessor may order such insurance and
charge the cost thereof to Lessee, which amount shall be payable by Lessee upon
demand. Lessee shall not do or permit to be done anything which shall
invalidate the insurance policies referred to in Paragraph 7.2.
7.4 Waiver of Subrogation. Lessee and Lessor each hereby waive any and
all rights of recovery against the other, or against the officers, employees,
agents and representatives of the other, for loss of or damage to such waiving
party or its property or the property of the others under its control, where
such loss or damage is insured against under any insurance policy in force at
the time of such loss or damages. Lessee and Lessor shall, upon obtaining the
policies of insurance required hereunder, give notice to the insurance carrier
or carriers that the foregoing mutual waiver of subrogation is contained in
this Lease.
7.5 Mutual Release and Indemnity. Lessor shall not be liable to Lessee or
the Lessee's agents, servants, employees, customer, or invitees for any damage
to person or property caused by any act, omission or neglect of Lessee, its
agents, employees or representatives, and Lessee agrees to hold Lessor harmless
from all claims for any such damage. Lessee shall not be liable to Lessor or
Lessor's agents, servants, employees, customers or invitees for any damage to
persons or property caused by any act, omission or neglect of Lessor, its
agents, representatives, or employees, and Lessor agrees to hold Lessee
harmless from all claims for any such damage.
8. Damage or Destruction.
8.1 Partial Damage-Insured. Subject to the provisions of Paragraphs 8.3
and 8.4, if the Premises are damaged and such damage was caused by a casualty
covered under
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an insurance policy required to be maintained pursuant to Paragraph 7.2, Lessor
shall at Lessor's expense repair such damage as soon as reasonably possible and
this Lease shall continue in full force and effect but Lessor shall not repair
or replace Lessee's fixtures, equipment or tenant improvements.
8.2 Partial Damage-Uninsured. Subject to the provisions in Paragraphs 8.3
and 8.4, if at any time during the term hereof the Premises are damaged, except
by a negligent or willful act of Lessee (in which event Lessee shall make the
repairs, at its expense) and such damage was caused by a casualty not covered
under an insurance policy required to be maintained by Lessor pursuant to
Paragraph 7.2, Lessor may at Lessor's option either (i) repair such damage as
soon as reasonably possible at Lessor's expense, in which event this Lease
shall continue in full force and effect, or (ii) give written notice to Lessee
within thirty (30) days after the date of the occurrence of such damage of
Lessor's intention to cancel and terminate this Lease as of the date of the
occurrence of such damage. In the event Lessor elects to give such notice of
Lessor's intention to cancel and terminate this Lease, Lessee shall have the
right within ten (10) days after the receipt of such notice to give written
notice to Lessor of Lessee's intention to repair such damage at Lessee's
expense, without reimbursement from Lessor, in which event this Lease shall
continue in full force and effect, and Lessee shall proceed to make such
repairs as soon as reasonably possible. If Lessee does not give such written
notice within such 10-day period this Lease shall be cancelled and terminated
as of the date of the occurrence of such damage.
8.3 Total Destruction. If at any time during the term hereof the Premises
are totally destroyed from any cause whether or not covered by the insurance
required to be maintained by Lessor pursuant to Paragraph 7.2 (including any
total destruction required by any authorized public authority) this Lease shall
automatically terminate as of the date of such total destruction.
8.4 Damage Near End of Term. If the Premises are partially destroyed or
damaged during the last six months of the term of this Lease, Lessor may at
Lessor's option cancel and terminate this Lease as of the date of occurrence or
such damage by giving written notice to Lessee of Lessor's election to do so
within thirty (30) days after the date of occurrence of such damage.
8.5 Abatement of Rent; Lessee's Remedies.
(a) If the Premises are partially destroyed or damaged and Lessor or
Lessee repairs or restores them pursuant to the provisions of this Paragraph 8,
the rent payable hereunder for the period during which such damage, repair or
restoration continues shall be abated in proportion to the degree to which
Lessee's use of the Premises is impaired. Except for abatement of rent, if
any, Lessee shall have no claim against Lessor for any damage suffered by
reason of any such damage, destruction, repair or restoration.
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(b) If Lessor shall be obligated to repair or restore the Premises under
the provisions of this Paragraph 8 and shall not commence such repair or
restoration within 90 days after such obligations shall accrue, Lessee may at
Lessee's option cancel and terminate this Lease by giving Lessor written notice
of Lessee's election to do so at any time prior to the commencement of such
repair or restoration. In such event this Lease shall terminate as of the date
of such notice.
8.6 Termination - Advanced Payments. Upon termination of this Lease
pursuant to this Paragraph 8, an equitable adjustment shall be made concerning
advance rent and any advance payments made by Lessee to Lessor.
9. Real Property Taxes.
9.1 Payment of Tax Increase. Lessor shall pay all real property taxes
applicable to the Premises; provided, however, that Lessee shall pay, in
addition to rent, the amount, if any, by which real property taxes applicable
to the Premises increase over the taxes paid for calendar year 1988. Such
payment shall be made by Lessee to Lessor within thirty (30) days after receipt
of Lessor's written statement setting forth the amount of such increase and the
computation thereof. If the term of this Lease shall not expire concurrently
with the expiration of the tax fiscal year, Lessee's liability for increased
taxes for the last partial lease year shall be prorated on an annual basis and
shall survive the expiration of this Lease.
9.2 Definition of "Real Property" Tax. As used herein, the term "real
property tax" shall include any form of assessment, license fee, commercial
rental tax, levy, penalty, or tax (other than inheritance or estate taxes),
imposed by any authority having the direct or indirect power to tax, including
any city, county, state or federal government, or any school, agricultural,
lighting, drainage or other improvement district thereof, as against any legal
or equitable interest of Lessor in the Premises or in the real property of
which the Premises are a part, as against Lessor's right to rent or other
income therefrom, or as against Lessor's business of leasing the Premises or
any tax imposed in substitution, partially or totally, of any tax previously
included within the definition of real property tax, or any additional tax the
nature of which was previously included within the definition of real property
tax.
9.3 Joint Assessment. If the Premises are not separately assessed,
Lessee's liability shall be an equitable proportion of the real property taxes
for all of the land and improvements included within the tax parcel assessed,
such proportion to be determined by Lessor from the respective valuations
assigned in the assessor's work sheets or such other information as may be
reasonably available. Lessor's reasonable determination thereof, in good
faith, shall be conclusive.
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9.4 Personal Property Taxes.
(a) Lessee shall pay prior to delinquency all taxes assessed against and
levied upon trade fixtures, furnishings, equipment and all other personal
property of the Lessee contained in the Premises or elsewhere. When possible,
Lessee shall cause said trade fixtures, furnishings, equipment and all other
personal property to be assessed and billed separately from the real property
of Lessor.
(b) If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay Lessor the taxes attributable to
Lessee within ten (10) days after receipt of a written statement setting forth
the taxes applicable to Lessee's property.
10. Utilities. Lessee shall pay for all water, gas, heat, light, power,
telephone and other utilities and services supplied to the Premises, together
with any taxes thereon. If any such services are not separately metered to
Lessee, Lessee shall pay a reasonable proportion to be determined by Lessor of
all charges jointly metered with other premises. Lessee assumes responsibility
for any excess or debt service involved in providing electrical service to the
facility in excess of 400 amp service, 277/480, volt/3 phase/4 wire.
11. Assignment, Rent and Subletting.
11.1 Lessor's Consent Required. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Lessee's interest in this Lease or in the Premises,
without Lessor's prior written consent, which Lessor shall not unreasonably
withhold. Any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a breach of
this Lease.
11.2 Lessee Affiliate. Notwithstanding the provisions of Paragraph 11.1
hereof, Lessee may assign or sublet the Premises, or any portion thereof,
without Lessor's consent, to any wholly owned subsidiary, affiliate, or
corporation which controls, is controlled by or is under common control with
Lessee, or to any corporation resulting from the merger or consolidation with
Lessee, or to any person or entity which acquires all the assets of Lessee as a
going concern of the business that is being conducted on the Premises, provided
that said assignee assumes, in full, the obligations of Lessee under this
Lease. Any such assignment shall not, in any way, affect or limit the
liability of Lessee under the terms of this Lease even if after such assignment
or subletting the terms of this Lease are materially changed or altered without
the consent of lessee, the consent of whom shall not be necessary.
11.3 No Release of Lessee. Regardless of Lessor's consent, no subletting
or assignment shall release Lessee of Lessee's obligations or alter the primary
liability of Lessee to pay the rent and to perform all other obligations to be
performed by Lessee hereunder. The acceptance of rent by Lessor from any other
person shall not be deemed to be a waiver by Lessor of any provision hereof.
Consent to one assignment or subletting
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shall not be deemed consent to any subsequent assignment or subletting. In the
event of default by any assignee of Lessee or any successor of Lessee, in the
performance of any of the terms hereof, Lessor may proceed directly against
Lessee without the necessity of exhausting remedies against said assignee.
Lessor may consent to subsequent assignments or subletting of this Lease or
amendments or modifications to this Lease with assignees of Lessee without
notifying Lessee, or any successor of Lessee, and without obtaining its or
their consent thereto and such action shall not relieve Lessee of liability
under this Lease.
12. Defaults; Remedies.
12.1 Defaults. The occurrence of any one or more of the following events
shall constitute a material default and breach of this Lease by Lessee:
(a) The vacating or abandonment of the Premises by Lessee.
(b) The failure by Lessee to make any payment of rent or any other payment
required to be made by Lessee hereunder, as and when due, where such failure
shall continue for a period of fifteen (15) days after written notice thereof
from Lessor to Lessee.
(c) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Lessee
other than described in paragraph (b) above, where such failure shall continue
for a period of thirty (30) days after written notice hereof from Lessor to
Lessee, provided, however, that if the nature of Lessee's default is such that
more than thirty (30) days are reasonably required for its cure, then Lessee
shall not be deemed to be in default if Lessee commenced such cure within said
30-day period and thereafter diligently pursues such cure to completion.
(d) (i) The making by Lessee of any general arrangement for the benefit of
creditors; (ii) the filing by or against Lessee of a petition to have Lessee
adjudged a bankrupt or a petition for reorganization or arrangement under any
law relating to bankruptcy (unless, in the case of a petition filed against
Lessee, the same is dismissed within 60 days) ; (iii) the appointment of a
trustee or receiver to take possession of substantially all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease, where possession
is not restored to Lessee within thirty (30) days; or (iv) the attachment,
execution or other judicial seizure of substantially all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease where such
seizure is not discharged with thirty (30) days.
(e) The discovery by Lessor that any financial statement given to Lessor
by Lessee, any assignee of Lessee, any subtenant of Lessee, any successor in
interest of Lessee or any guarantor of Lessee's obligations hereunder, and any
of them, was materially false.
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12.2 Remedies. In the event of any such material default or breach by
Lessee, Lessor may at any time thereafter, with or without notice or demand and
without limiting Lessor in the exercise of any right or remedy which Lessor may
have by reason of such default or breach;
(a) Terminate Lessee's right to possession of the Premises by any lawful
means, in which case this Lease shall terminate and Lessee shall immediately
surrender possession of the Premises to Lessor. In such event Lessor shall be
entitled to recover from Lessee all damages incurred by Lessor by reason of
Lessee's default including, but not limited to, the cost of recovering
possession of the Premises; expenses of reletting, including necessary
renovation and alteration of the Premises, reasonable attorney's fees, and any
real estate commission actually paid, the worth at the time of award by the
court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Lessee proves could be reasonably avoided,
that portion of the leasing commission paid by Lessor applicable to the
unexpired term of this Lease.
(b) Maintain Lessee's right to possession in which case this Lease shall
continue in effect whether or not Lessee shall have abandoned the Premises in
such event Lessor shall be entitled to enforce all of Lessor's rights and
remedies under this Lease, including the right to recover the rent as it
becomes due hereunder.
(c) Pursue any other remedy now or hereafter available to Lessor under the
laws or judicial decisions of the State.
12.3 Default by Lessor. Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable time, but
in no event later than thirty (30) days after written notice by Lessee to
Lessor and to the holder of any first mortgage or deed of trust covering the
Premises whose name and address shall have theretofore been furnished to Lessee
in writing, specifying wherein Lessor has failed to perform such obligations;
provided, however, that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such 30-day period and
thereafter diligently prosecutes the same to completion. In the event of a
default by Lessor of its obligation to maintain the portion of the Premises
defined as the roof area of Site 18-A (the "Roof") as set forth in Paragraph
6.1, then the Lessee may, at any time after Lessee has given Lessor notice of
the Roof default and Lessor has failed either to correct the Roof or commence
the correction of the Roof within ten (10) working days of said notice, retain
a reputable contractor to perform the needed Roof maintenance and repairs in a
good and workmanlike manner and to provide the Roof free of defects and leaks.
The Lessor shall reimburse Lessee for the reasonable cost of said contractor
for performing the Roof work within thirty (30) days after the presentation to
Lessor of the invoice for the contractor's services.
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12.4 Late Charges. Lessee hereby acknowledged that late payment by Lessee
to Lessor of rent and other sums due hereunder will cause Lessor to incur costs
not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed on Lessor by the
terms of any mortgage or trust deed covering the Premises. Accordingly, if any
installment of rent or any other sum due from Lessee shall not be received by
Lessor or Lessor's designee within ten (10) days after such amount shall be
due, Lessee shall pay to Lessor a late charge equal to six percent (6%) of such
overdue amount. The parties hereby agree that such late charge represents a
fair and reasonable estimate of the costs Lessor will incur by reason of late
payment by Lessee. Acceptance of such late charge by Lessor shall in no event
constitute a waiver of Lessee's default with respect to such overdue amount,
nor prevent Lessor from exercising any of the other rights and remedies granted
hereunder.
13. Condemnation. If more than twenty-five percent (25%) of the Premises shall
be taken or appropriated to any public or quasipublic authority under the power
of eminent domain, either party hereto shall have the right, at it's option, to
terminate this Lease, and Lessee shall have no claim against Lessor for the
value of any unexpired term of this Lease. If any percentage of the Premises
is taken, and neither party elects to terminate as herein provided, the rental
thereafter to paid shall be equitably reduced. Nothing contained herein shall
be construed as a waiver by Lessee of any claim which it may have against the
condemnor for the taking of all or part of the Premises and Lessee shall have
the right to appear and file its claim for damages in any such condemnation
proceedings, to participate in any and all hearing, trials, and appeals thereon
and to receive the share of any such award so adjudicated due it.
14. General Provisions.
14.1 Estoppel Certificate.
(a) Lessee shall at any time upon not less than ten (10) days prior
written notice from Lessor execute, acknowledge and deliver to Lessor a
statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent and other charges are paid in advance, if any, and
(ii) acknowledging that there are not, to Lessee's knowledge, any uncured
defaults on the part of Lessor hereunder, or specifying such defaults if any
are claimed. Any such statement may be conclusively relied upon by any
prospective purchaser or encumbrancer of the Premises.
(b) Lessee's failure to deliver such statement within such time shall be
conclusive upon Lessee (i) that this Lease is in full force and effect, without
modification except as may be represented by Lessor, (ii) that there are no
uncured defaults in Lessor's performance, and (iii) that not more than one
month's rent has been paid in advance or such failure may be considered by
Lessor as a default by Lessee under this Lease.
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15
(c) If Lessor desired to finance or refinance the Premises, or any part
thereof, Lessee hereby agrees to deliver to any lender designated by Lessor
such financial statements of Lessee as may be reasonably required by such
lender. Such statements shall include the past three years financial
statements of Lessee. All such financial statements shall be received in
confidence and shall be used only for the purposes herein set forth.
14.2 Lessor's Liability. The term "Lessor" as used herein shall mean only
the owner or owners at the time in question of the fee title or a lessee's
interest in a group lease of the Premises. In the event of any transfer of
such title or interest, Lessor herein named (and in case of any subsequent
transfers the then grantor) shall be relieved from and after the date of such
transfer of all liability as respects Lessor's obligations thereafter to be
performed, provided that any funds in the hands of Lessor or the then grantor
at the time of such transfer, in which Lessee has an interest, shall be
delivered to the grantee. The obligations contained in this Lease to be
performed by Lessor shall, subject as aforesaid, be binding on Lessor's
successors and assigns, only during their respective periods of ownership.
14.3 Severability. The invalidity of any provision of this Lease as
determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.
14.4 Interest on Past-Due Obligations. Except as expressly herein
provided, any amount due Lessor not paid when due shall bear interest at 10%
per annum from the date due. Payment of such interest shall not excuse or cure
any default by Lessee under this Lease, provided, however, that interest shall
not be payable on late charges incurred by Lessee nor on any amounts upon which
late charges are paid by Lessee.
14.5 Time of Essence. Time is of the essence.
14.6 Captions. Article and paragraph captions are not a part hereof.
14.7 Incorporation of Prior Agreements; Amendments. This Lease contains
all agreements of the parties with respect to any matter mentioned herein. No
prior agreement or understanding pertaining to any such matter shall be
effective. This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification. Except as otherwise stated in
this Lease, Lessee hereby acknowledges that the Lessor or any employees or
agents of any of said persons has made any oral or written warranties or
representations to Lessee relative to the condition or use by Lessee of said
Premises and Lessee acknowledges that Lessee assumes all responsibility
regarding the Occupational Safety Health Act, or the legal use of adaptability
of the Premises and the compliance thereof with all applicable laws and
regulations in effect during the term of this Lease except as otherwise
specifically stated in this Lease.
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14.8 Notices. Any notice, communication, request, reply or advice
(hereinafter severally and collectively for convenience called "notice") in
this instrument required or permitted to be given, by either party to the
other, must be in writing and shall be given by depositing the same in the
United States Mail, postpaid, certified, or registered, and addressed to the
party to be notified, with return receipt requested. Notice shall be deemed
given as of the time of mailing. For the purpose of notice, the addresses to
the parties, shall, until changed as hereinafter provided, be as follows:
Lessor: Xxxxx Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Lessee: Shell Oil Company AND Rampart Packaging, Inc.
Attn: Manager Office Leasing Attn: Xxxxxx X. Xxxxxx
P. O. Box 2463 Vice President Finance
One Shell Plaza 000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000 Xxxxxxxxxxxx, XX 00000
The parties hereto, their respective heirs, successors, legal representatives
and assigns shall have the right, from time to time and any time, to change
their respective addresses and each shall have the right to specify as its
address any other address by giving written notice to the other party in the
manner and form above mentioned.
14.9 Waivers. No waiver by Lessor of any provision hereof shall be deemed
a waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision. Lessor's consent to or approval of any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee. The acceptance of rent hereunder
by Lessor shall not be a waiver of any preceding breach by Lessee of any
provision hereof, other than the failure of Lessee to pay the particular rent
so accepted, regardless of Lessor's knowledge of such preceding breach at the
time of acceptance of such rent.
14.10 Recording. Lessee shall not record this Lease without Lessor's
prior written consent, and such recordation shall, at the option of Lessor,
constitute a non-curable default of Lessee hereunder. Either party shall, upon
request of the other, execute, acknowledge and deliver to the other a "short
form" memorandum of this Lease for recording purposes.
14.11 Holding Over. If Lessee remains in possession of the Premises or
any part thereof after the expiration of the term hereof without the express
written consent of Lessor, such occupancy shall be a tenancy from month to
month at a rental in the amount of the last monthly rental plus all other
charges payable hereunder, and upon all the terms hereof applicable to a
month-to-month tenancy.
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14.12 Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
14.13 Covenants and Conditions. Each provision of this Lease performable
by Lessee or Lessor shall be deemed both a covenant and a condition.
14.14 Binding Effect; Choice of Law. Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions of
Paragraph 14.2, this Lease shall bind the parties, their personal
representatives, successors and assigns. This Lease shall be governed by the
laws of the State of Virginia.
14.15 Subordination.
(a) This Lease, at Lessor's option, shall be subordinate to any ground
lease, mortgage, deed of trust, or any other hypothecation for security now or
hereafter placed upon the real property of which the Premises are a part and to
any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof.
Notwithstanding such subordination, Lessee's right to quiet possession of the
Premises shall not be disturbed if Lessee is not in default and so long as
Lessee shall pay the rent and observe and perform all of the provisions of this
Lease, unless this Lease is otherwise terminated pursuant to its terms. If any
mortgagee, trustee or ground lessor shall elect to have this Lease prior to the
lien of its mortgage, deed of trust or ground lease, and shall give written
notice thereof to Lessee, this Lease shall be deemed prior to such mortgage,
deed of trust, or ground lease, whether this Lease is dated prior or subsequent
to the date of said mortgage, deed of trust or ground lease or the date of
recording thereof.
(b) Lessee agrees to execute any documents required to effectuate such
subordination or to make this Lease prior to the lien of any mortgage, deed of
trust or ground lease, as the case may be, and failing to do so within ten (10)
days after written demand.
(c) This Lease shall not be subordinate to any ground lease, mortgage,
deed of trust or any other hypothecation for security as described in
subparagraph (a) unless the secured party enters into an agreement of non
disturbance and attornment with Lessee, satisfactory to Lessee, which protects
Lessee's rights to the Premises under the terms of the Lease.
14.16 Attorney's Fees. If either party herein brings an action to enforce
the terms hereof or declare rights hereunder, the prevailing party in any such
action, on trial or appeal, shall be entitled to his reasonable attorney's'
fees to be paid by the losing party as fixed by the court.
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14.17 Lessor's Access. Lessor and Lessor's agents shall have the right to
enter the Premises at reasonable times for the purposes of inspecting the same,
showing the same to prospective purchasers, or lenders, or lessees, and making
such alterations, repairs, improvements or additions to the Premises or to the
building of which they are a part as Lessor may deem necessary or desirable.
Lessor may at any time place on or about the Premises any ordinary "For Sale"
signs and Lessor may at any time during the last 120 days of the term place on
or about the Premises any ordinary "For Lease" signs, all without rebate of
rent or liability to Lessee.
14.18 Signs and Auctions. Lessee shall not place any sign upon the
Premises or conduct any auction thereon without Lessor's prior written consent
except that Lessee shall have the right, without prior permission of Lessor to
place ordinary and usual for rent or sublet signs thereon.
14.19 Merger. The voluntary or other surrender of this Lease by Lessee,
or a mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to
Lessor of any or all of such subtenancies.
14.20 Corporate Authority. If Lessee is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation, in accordance with a duly adopted resolution of the Board of
Directors of said corporation or in accordance with the Bylaws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms. If Lessee is a corporation Lessee shall, within thirty (30)
days after execution of this Lease, deliver to Lessor a certified copy of a
resolution of the Board of Directors of said corporation authorizing or
ratifying the execution of this Lease.
14.21 Consents. Whenever the consent of either party is required under
the terms of this Lease, such party shall not withhold the giving of such
consent except for reasonable cause and shall not unreasonably delay the giving
of such consent.
14.22 Quiet Possession. Upon Lessee paying the fixed rent reserved
hereunder and observing and performing all of the covenants, conditions and
provisions on Lessee's part to be observed and performed hereunder, Lessee
shall have quiet possession of the Premises for the entire term hereof subject
to all of the provisions of this Lease.
14.23 Options. In the event that the Lessee, under the terms of this
Lease, has any option to extend the term of this Lease, or any option to
purchase the Premises or any right of first refusal to purchase the Premises or
other property of Lessor, then each of such options and rights are personal to
Lessee and may not be exercised or be assigned, voluntarily or involuntarily,
by or to any one other than Lessee except that it may be exercised by or
assigned to any of the entities described in Paragraph 11.2 hereof for whom
Lessee does not need the consent of Lessor or assign this Lease. In the event
that Lessee hereunder has any multiple options to extend this Lease a later
option to extend the
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Lease cannot be exercised unless the prior option has been so exercised. No
option may be exercised at a time when the Lessee is in default under its
obligations under this Lease.
14.24 Additional Provisions. Additional provisions may be added at time
to time via addendum provided they are in writing and signed by both parties.
14.25 Purchase Option. At the expiration of the initial ten (10) year
term or at the expiration of any renewal term which Lessee has properly
exercised, Lessee shall have the option to purchase the Premises for the price
and upon the terms set forth herein. For the purpose of this purchase option,
the Premises shall include both Site 18-A and Site 18-B and the buildings and
improvements located thereon; Lessee not having an option to purchase either
Site 18-A or Site 18-B without purchasing both Sites. In order to initiate the
procedure for establishing the option price, Lessee shall give notice to Lessor
not more than 210 days and not less than 180 days prior to the expiration of
the initial lease term or any extension thereof requiring that the appraised
value of the Premises be determined in accordance with following procedure. In
its notice to Lessor, Lessee shall name an appraiser who shall be instructed to
appraise the Premises (including the buildings and improvements) solely as
131,975 square feet of warehouse (excluding all offices and tenant
improvements). Within fifteen (15) days of receipt of Lessee's notice, Lessor
shall give notice to Lessee containing the name of the appraiser selected by
Lessor. The appraiser selected by Lessor shall be instructed to appraise the
Premises (including the buildings and improvements) solely as 131,975 square
feet of warehouse (excluding all offices and tenant improvements). Both
appraisers shall be qualified members in good standing of the Society of Real
Estate Appraisers or the American Institute of Real Estate Appraisers with the
designation of SREA or MAI and who are familiar with properties in the Hampton
Roads area of Virginia. The appraisers selected by Lessee and Lessor shall
complete and submit their written reports of the appraised value of the
Premises, in accordance with established practice and the instructions set
forth herein, to the respective parties within forty-five (45) days after
receiving notice of their selection. Lessor and Lessee shall notify each other
of the appraised values so determined and provide copies of the appraisers'
reports. Upon compliance with the foregoing procedure and if there is a
difference in the appraised values as determined by the two (2) initial
appraisers equal to the ten percent (10%) or less of the lower appraised value,
then the two (2) appraised values as determined by the initial appraisers shall
be added together and then divided by two (2) and the resulting sum shall be
the appraised value. If there is a difference in the appraised values as
determined by the initial appraisers in excess of ten percent (10%) of the
lower appraised value, then Lessor and Lessee shall attempt to establish an
appraised value by mutual agreement. Upon their failure to reach an agreement
within thirty (30) days after receipt of the last notification of the initial
appraisers' reports as required herein, Lessor and Lessee, within the next
following twenty (20) days, shall request the initial appraisers to appoint a
third appraiser with the same qualifications as the initial appraisers. The
third appraiser shall be instructed to determine the appraised value of the
Premises on the same basis as the initial appraisers and, within forty-five
(45) days after being requested to do so, shall report in writing to Lessor and
Lessee, his opinion of the appraised value of the Premises. Whereupon, the
appraised value of the Premises shall be
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the value determined by the third appraiser. Within thirty (30) days after the
appraised value of the Premises has been determined as set forth herein, Lessee
shall give Lessor notice of its decision whether or not it opts to purchase the
Premises for that price. If Lessee opts to purchase the Premises, the purchase
price shall be paid by immediately available funds at settlement and the
procedure set forth in Paragraph 14.26 shall be followed, time being of the
essence. Lessee shall bear all fees and costs of the appraiser it selects,
Lessor shall bear all fees and costs of the appraiser it selects, and Lessee
and Lessor shall share equally the fees and costs of the third appraiser if one
is needed, if Lessee exercises its option. However, all fees and costs shall
be paid solely by Lessee if Lessee fails to exercise its option. Lessee's
failure to exercise its option in any one instance shall not terminate this
option as to any other instance, provided Lessee has extended the term hereof
as provided in Paragraph 14.27 hereof.
14.26 Purchase Procedure. In Lessee's notice exercising any purchase
option herein, Lessee shall designate an Escrow Agent. Within thirty (30) days
after receipt of such notice, Lessor shall deposit with Escrow Agent Lessor's
recordable deed to Lessee, in form satisfactory to it. Promptly thereafter,
Lessee shall order from the Title Company which Lessee shall also have
designated in its exercise notice, a report on Lessor's title to the Premises,
looking to Title Company's issuance to Lessee of any owner's policy of title
insurance. Lessor shall clear the title of all liens, encumbrances,
restrictions and other defects specified in that report which are not
acceptable to Lessee. Upon receipt from Lessee of the purchase price and
notice that title is acceptable, which shall occur within ninety (90) days of
Lessee's notice exercising its purchase option, Escrow Agent shall deliver to
Lessee the deed and to Lessor the purchase price, less the amounts of any liens
subject to which Lessee elected to accept title, and the Virginia Grantor's tax
which shall be paid by Lessor. Taxes and rent shall be prorated as of the date
of delivery of the deed. Upon receipt from Lessee of notice that the title, is
not acceptable, Escrow Agent shall return to Lessor the deed; and this Lease
shall continue in effect, if Lessee exercises an option to extend the term of
the Lease. All costs of the Escrow Agent shall be borne by Lessee.
14.27 Renewals. Provided Lessee is not in default of the terms hereof,
Lessee shall have the option to renew the term hereof for three (3) additional
periods of five (5) years, on and subject to all of the terms, covenants and
conditions set forth in this Lease, except that the rent shall be renegotiated
to market rates in accordance with the provisions of this Paragraph 14.27.
Twelve (12) months prior to the expiration of the initial term or any renewal
term, Lessee shall give Lessor notice of Lessee's option to extend the term
hereof and Lessee shall state in said notice what it proposes the market rent
to be for said additional five (5) year term. Within thirty (30) days of
receipt of Lessee's notice, Lessor shall give notice to Lessee stating whether
the rent proposed by Lessee is acceptable to Lessor or what rental Lessor would
be willing to accept for the additional five (5) year term. Lessor and Lessee
shall have twenty (20) days after the date of Lessor's notice to agree upon the
market rental for the additional five (5) year term. If no agreement is
reached, then the procedures for securing two (2) appraisers and the remaining
procedures set forth in Paragraph 14.25 above shall be used to determine the
fair market rent for the
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applicable renewal term. The fair market rent and Lessee's decision whether to
renew this Lease must be finalized at least six (6) months prior to the
expiration of the initial term or any renewal term.
14.28 Warranty of Title. Lessor covenants that Lessor is well seized of
and has good right to lease the Premises, will warrant and defend title
thereto, and will indemnify Lessee against any damage, expenses or disruption
of Lessee's quiet enjoyment of the Premises which Lessee may suffer by reason
of any lien, encumbrance, restriction or defect in the title to or description
herein of the Premises. If at any time Lessor's title or right to receive rent
hereunder is disputed, or there is a change of ownership of Lessor's estate by
act of the parties or operation of law, Lessee may withhold rent thereafter
accruing until Lessee is furnished proof satisfactory to it as to the party
entitled thereto.
14.29 Entire Agreement. This Lease constitutes the entire agreement among
the parties, and it may not be modified or changed except by written instrument
executed by Lessor and Lessee.
THE XXXXXX GROUP, LTD.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: President
------------------------
SHELL OIL COMPANY
By: /s/ X.X. Xxxxxx
---------------------------
Title: Manager Office Leasing
----------------------
Corporate Real Estate
Business Services
In accordance with Paragraph 11.2 hereof, Shell Oil Company hereby assigns
all of its right, title interest and obligations under the aforesaid Lease to
Rampart Packaging, Inc. subject to the terms, covenants and conditions set
forth therein, which are accepted by Rampart Packaging, Inc.
SHELL OIL COMPANY
By: /s/ X.X. Xxxxxx
----------------------------
Title: Manager Office Leasing
------------------------
Corporate Real Estate
Business Services
RAMPART PACKAGING, INC.
By: (s) Xxxx X. Xxxxxx, Xx.
-----------------------------
Title: President and CEO
------------------------
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