[Letterhead and Logo Exhibit 10.29
000 Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxx. XX 00000-0000
414/235-7170
Xxxxxx Manufacturing
A Xxxxxx Products Ltd. Company]
August 30, 1995
VIA FAX
Xx. Xxxxxxx X. Xxxxxx
Roseburg Forest Products
P. 0. Xxx 0000
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
As stated in Paragraph 2 of the Lease Agreement dated March 7, 1986, and amended
March 5, 1988, between Xxxxxx Products Ltd. and Roseburg Forest Products Co.,
Xxxxxx Products Ltd. hereby exercises its option to extend the term of lease.
Per our telephone conversation the renewal option is modified to a term of 3
years, with the second option remaining as is.
If you have any questions, please call.
Sincerely,
Xxxxxx X. Xxxxx
Controller
Xxxxxx Manufacturing
AJE:bk
L E A S E
THIS LEASE, made as of the 7th day of March, 1986, between ROSEBURG FOREST
PRODUCTS CO., an Oregon corporation, hereinafter referred to as "Lessor," and
MPL ACQUISITION CORPORATION, a Delaware corporation, hereinafter referred to as
"Lessee";
W I T N E S S E T H:
That, in consideration of the rents hereinafter specified and the
covenants, terms and conditions herein contained, the parties hereto do hereby
covenant to and with each other as follows:
1. Demised Premises.
Lessor does hereby lease and demise to Lessee, and Lessee hereby
leases from Lessor, on the covenants, terms and conditions hereinafter set
forth, the "Factory Building" and three adjacent outbuildings, described as the
"Existing Buildings" in Exhibit A hereto, together with all appurtenances to
said buildings and the use in common with Lessor, of such land area surrounding
such buildings necessary and convenient for Lessee's use of said buildings, all
situated on North Xxxxx Street, Weed, in the County of Siskiyou, State of
California (herein referred to as the "demised premises") and all located in the
southern portion of Lessor's wood products property, located in Sections 1 and
2, Township 41 North, Range 5 West, M.D.M., Siskiyou County, California, being a
portion of the lands described in Parcel I in Deed from International Paper Co.,
a New York Corporation, to Roseburg Lumber Co., an Oregon Corporation, dated
February 7, 1983, recorded February 14, 1983 in Book 983, official Records, page
410, Siskiyou County Recorder's Office.
Said demised premises are leased as is subject to such covenants,
conditions, restrictions, easements, reservations and rights of way, if any, as
are now of record against said premises, any state of facts an accurate survey
might show, zoning rules, restrictions, regulations, resolutions and ordinances,
and building restrictions and governmental regulations now in effect or
hereafter adopted by any governmental authorities having jurisdiction.
If during the term of this Lease and any extension thereof any duly
constituted authority of the State of California having jurisdiction thereof
requires that the demised premises be partitioned or subdivided in accordance
with any California subdivision or partition law, Lessor agrees to cooperate
with Lessee in the filing of any such application or petition, including the
filing in Lessor's name, if required. Obtaining the required subdivision or
partition, however, shall be the responsibility of Lessee and all costs and
expenses shall be paid by Lessee.
TO HAVE AND TO HOLD the above-described demised premises, together
with the tenements, hereditaments and appurtenances thereunto belonging, at the
rental and for the term of this Lease hereinafter described.
2. Term.
(a) The term of this Lease shall commence March 7, 1986, and extend
to and including February 29, 1996.
(b) If this Lease shall then be in full force and effect and the
Lessee shall have fully performed all of its terms and conditions by Lessee to
be performed and Lessee is not then in default, then Lessor agrees that Lessee
shall have and is hereby granted two (2) successive options to extend the term
of this Lease for a term of five (5) years on each such option, such extended
term to begin respectively upon the expiration of the initial term of this Lease
or of this Lease as extended, and all the terms, covenants and provisions of
this Lease shall apply to each such extended term, including but not limited to
provisions for annual adjustments to rent, with the exception, however, that the
Lessee shall not have any further option to again extend the term of this Lease
following the exercise, if any, of the two (2) options to extend. If the Lessee
shall elect to exercise the aforesaid options, it shall do so by giving to the
Lessor notice in writing of its intention to do so not later than one hundred
eighty (180) days prior to the expiration of the initial term of this Lease or
of this Lease as extended.
3. Rent.
Rent in the amounts hereinafter provided which Lessee agrees to pay
shall be due and payable on the first day of each month in advance during the
term of this Lease and any extensions thereof. For the period ending February
28, 1991, Lessee agrees to pay to Lessor as rent without offset the sum of Four
Thousand Two Hundred Fifty and no/100 Dollars ($4,250.00) per month. Rent for
the initial partial month of the lease term shall be prorated on a daily basis.
Rent shall be payable on the date hereof and thereafter on the first day of each
month in advance by check payable to Lessor and mailed to Lessor at P. 0. Xxx
0000, Xxxxxxxx, Xxxxxx 00000, or by check to any other payee or mailed to any
other address which Lessor, or any successor in interest of Lessor, may in
writing designate.
The monthly rental due and payable by Lessee to Lessor, which Lessee
agrees to pay to Lessor, commencing March 1, 1991, for each month of each rent
year thereafter during the term of this Lease and any extensions thereof (a rent
year for the purposes of this Lease is a twelve (12) month period commencing
March 1, 1991, and on each succeeding anniversary of such date) shall be
determined on or before March 1 of each rent year, commencing March 1, 1991, by
multiplying Four Thousand Two Hundred Fifty and no/100 Dollars ($4,250.00) by a
fraction, the numerator of which shall be the Consumer Price Index for all Urban
Consumers (CPI - U) - San Francisco-Oakland, California States; (1967=100) as
published by the Bureau of Labor Statistics, United States Department of Labor,
or successor index, for the preceding January, and the denominator of which
shall be such Index for January, 1986, provided, however, that under no
condition shall the monthly rental for each month be less than Four Thousand Two
Hundred Fifty and no/100 Dollars ($4,250.00) per month.
If said Index shall be discontinued, then another consumer price index
generally recognized as a reputable and authoritative index shall be substituted
by the mutual agreement of the Lessor and Lessee, and if the parties are unable
to reach an agreement within thirty (30) days following the commencement of any
such rent year then the determination of another consumer price index generally
recognized as a reputable and authoritative index to be used as a substituted
index shall be settled by arbitration. Each party shall appoint an arbitrator
and shall advise the other party of the choice. On the failure of either party
to appoint an arbitrator within fifteen (15) days of notification of the
appointment by the other party the person so appointed as arbitrator may appoint
an arbitrator to represent the party in default. The two arbitrators appointed
in either manner shall appoint a third arbitrator and the three arbitrators
shall then proceed to select a substitute index. The arbitration shall be
conducted in Oregon, and any award signed by any two of the three arbitrators
shall be binding and conclusive on each party. Lessor and Lessee shall each
bear the costs and expenses of the arbitrator representing such party, and the
costs and expenses of the third arbitrator shall be borne equally by Lessor and
Lessee.
4. Taxes
In addition to the Lessee's paying said monthly rent, in lawful money
of the United States of America, to the Lessor, as aforesaid, the Lessee will
pay to the Lessor, on account of rent for said demised premises, during said
term of this Lease and any extensions thereof, all taxes, assessments, charges
and impositions, general and special, ordinary and extraordinary, of whatever
nature, kind or description, levied and assessed against the demised premises
including any and all such taxes, assessments, charges and impositions on the
reversionary estate therein of the Lessor. If at any time during the term the
State of California or any political subdivision of the state, including any
county, city, city and county, public corporation, district or any other
political entity or public corporation of such state, levies or assesses against
Lessor a tax, fee or excise on rents, on the square footage of the premises, on
the act of entering into this Lease, or on the occupancy of Lessee, or any other
tax, fee or excise, however described, as a direct substitution in whole or in
part for, or in addition to, any real property taxes, Lessee shall pay before
delinquency that tax, fee or excise on rents. Taxes assessed during the term
but payable in whole or in installments after the termination of this Lease
shall be adjusted and prorated and Lessor shall pay the prorated share thereof
for the period subsequent to the term, and Lessee shall pay the prorated share
thereof for the term of this Lease.
Notwithstanding the foregoing, the Lessee shall not be liable for
increases in real property taxes that result from changes in ownership of the
demised premises. For purposes of this Lease "change in ownership" has the same
definition as in California Revenue and Taxation Code sections 60-62, or any
amendments or successor statutes to those sections. Lessor shall be obligated
to pay any such increase due to change in ownership. Further notwithstanding
the foregoing, if any general or special assessment is levied and assessed
against the premises, Lessor can elect to either pay the assessment in full or
allow the assessment to go to bond. If Lessor pays the assessment in full,
Lessee shall pay to Lessor each time a payment of real property taxes is made a
sum equal to that which would have been payable (as both principal and interest)
had Lessor allowed the assessment to go to bond.
The parties recognize that the taxes and assessments pertaining to the
demised premises are not assessed and levied by the County Assessor separately
from Lessor's wood products property of which the demised premises are a part
but that the County Assessor can furnish the assessed valuations attributable
each tax year to the demised premises, including the land and improvements, and
the amount of the taxes and assessments attributable to the demised premises.
Lessor will obtain this information each year from the County Assessor and will
invoice Lessee for the taxes and assessments attributable to the demised
premises at the time Lessor receives its tax statement from the County Tax
Collector, and Lessee agrees to pay such invoice within fifteen (15) days. If
Lessee does not agree with the amount of the taxes and assessments to be paid by
Lessee and the parties are unable to mutually agree upon the amount, the amount
shall be determined by arbitration following the same arbitration procedure as
set forth in paragraph 3 of this Lease except that the arbitrators named in all
instances are to be AIA appraisers qualified to make appraisals in Siskiyou
County, California.
Lessee may contest in good faith all such taxes, assessments, charges
and impositions against said demised premises as the Lessee reasonably may deem
unlawful, and, for such purpose, the Lessee may, at Lessee's own expense, prose-
cute such suits, actions or other proceedings in Lessee's own name or in the
name of the Lessor, or both, as the Lessee may deem appropriate, or, in like
manner, and on like conditions, the Lessee may defend suits, actions or other
proceedings prosecuted for the collection of taxes, assessments, charges and
impositions that the Lessee reasonably may deem unlawful, but the Lessee shall
save harmless and indemnify the Lessor from and against all losses, costs,
expenses and damages, including the Lessor's reasonable attorneys' fees,
incurred by the Lessor as a result of such prosecution or defense of such suits,
actions or other proceedings.
5. Utilities.
Lessee agrees that it will pay all charges for electricity, gas,
telephone, and all other utility services used on the demised premises. Sewer
and water services will be supplied to demised premises by the Lessor without
additional charge as long as such services can be furnished with existing lines
and facilities.
6. Use.
Lessee shall use the premises for manufacturing products from wood
and warehousing such manufactured products in accordance with applicable zoning
and for no other use without Lessor's prior written consent. Lessee shall
maintain the premises in a neat, sightly and orderly manner and shall neither
conduct, nor permit to be conducted, on, in or about said demised premises any
unlawful, improper or offensive trade, occupation, business or pursuit. Lessee
agrees that it will not make any unlawful, improper or offensive use of the
demised premises, will not suffer any strip or waste thereof, will not use the
demised premises in such a way or for such a purpose that the fire insurance
rate on the building of which the demised premises are a part is thereby
increased, will not permit any objectionable noise or odor to escape or to be
emitted from the demised premises, or do anything or permit anything to be done
about the demised premises in any way tending to create a nuisance.
7. Compliance with laws.
Lessee agrees, at Lessee's own cost and expense, to comply with and
observe all laws, ordinances, rules and regulations of the United States of
America, the State of California, the County of Siskiyou and the City of Weed
and all the duly constituted authorities thereof affecting the use and occupancy
of said demised premises. Lessee shall not, however, be required to comply with
any requirement to bring the building in compliance with any now or hereafter
existing building code. In the event it becomes necessary to comply with any
requirement to bring the building into compliance with any such building code
and the parties are unable to agree upon the manner thereof and who shall bear
the cost and expense, and without such compliance Lessee is unable to use the
demised premises for the use provided in this Lease, either party may terminate
this Lease by giving the other party thirty (30) days' written notice of
termination.
8. Repairs, Maintenance and Alterations.
Lessee agrees that Lessor shall be under no obligation to rebuild,
replace, maintain or make any repairs to the demised premises or to the
buildings or improvements thereon during the lease term except as provided in
paragraphs 10 and 13 of this Lease. Lessee shall, at all times during the lease
term, and at its own cost and expense, put, keep, replace and maintain in good
repair and condition all buildings and improvements erected on the demised
premises, or forming a part thereof (including all building equipment which is
an integral part of the building structure), both inside and outside, structural
and nonstructural, extraordinary and ordinary, except as provided in paragraphs
10 and 13 of this Lease. Lessee shall not make any structural alterations to the
premises or any substantial alterations without first obtaining Lessor's written
consent, which consent will not be unreasonably withheld.
9. Liens.
Lessee agrees that it will not permit any mechanics', materialmen's or
other liens to stand against the demised premises for work or materials
furnished Lessee, it being provided, however, that Lessee shall have the right
to contest the validity of any such lien or claim, but upon a final
determination of the validity thereof, Lessee shall immediately pay any judgment
or decree rendered against Lessee, with all proper costs and charges, and shall
cause any such lien to be released of record without cost to Lessor.
10. Fire Insurance.
(a) Lessor agrees that, until September 1, 1986, it, at its
expense, and thereafter Lessee agrees that it will, during the term hereof or
any extensions thereof, at its expense, keep in effect upon the demised
premises, fire insurance with extended coverage endorsement, written by a
responsible insurance company or insurance companies authorized to do an
insurance business in the State of California in the amount of One Million and
no/100 Dollars ($1,000,000.00) on the Factory Building. Such policy or policies
of insurance shall provide that payment for any losses covered under or by said
Policy or policies of insurance shall be made to Lessor. The party required to
provide such insurance shall provide a duplicate original of such policy or a
certificate verifying such coverage to the other party. Such policy or
certificate shall provide that such insurance shall not be terminated except
upon thirty (30) days' written notice to the Lessor and Lessee.
(b) In the event that the demised premises shall be damaged by
fire or other casualty to such an extent that the Lessee is unable
satisfactorily to conduct its operations therein, the Lessee shall notify the
Lessor that Lessee elects to terminate the Lease. Such notice shall be given
within sixty (60) days after such damage or destruction shall occur. Such
termination shall be effective thirty (30) days after such notice has been
given. The insurance proceeds shall be paid to and be the property of the
Lessor who shall pay to Lessee such amounts paid by the Lessee for security or
protection of the demised premises with the prior approval of Lessor.
(c) In the event the demised premises shall be damaged by fire
or other casualty, but Lessee shall be able satisfactorily to conduct its
operations therein, this Lease shall not terminate, and the Lessor shall repair
the same, except that Lessor shall not be obliged to expend an amount for
repairs or reconstruction greater than the insurance proceeds paid to Lessor and
available under the policy called for in subsection 10(a) above. Any proceeds
not so expended shall be the property of the Lessor. Lessee, at Lessee's own
cost, shall be permitted to make additional repairs not covered by such
proceeds.
(d) If, during the period prior to termination as provided in
subsection 10(b) or during the period of reconstruction, Lessee shall be unable
to occupy all or any part of the demised premises for the period of time between
the date of such fire and other casualty and termination or until such repairs
have been substantially completed, there shall be such an abatement of monthly
rental under paragraph 3 as the nature of injury or damage and its interference
with the occupancy of the Lessee shall warrant. It is further understood and
agreed that, if the demised premises be slightly injured and the damage so
occasioned shall not cause any material interference with the occupation, use
and operation by the Lessee, there shall be no abatement of rental.
(e) No abatement, diminution or reduction of rent except as
above specifically provided, charges or other compensation shall be claimed by
or allowed to Lessee, or any persons claiming under it, under any circumstances,
whether for inconvenience, discomfort, interruption of business, or otherwise
arising from the making of alterations, changes, additions, improvements or
repairs to any building and improvements now on or which may hereafter be
erected on the demised premises, by virtue of or arising from and during the
restoration of the demised premises after the destruction or damage thereof by
fire or other cause.
11. Waiver of Subrogation.
The parties release each other, and their respective authorized
representatives, from any claims for damage to any person or to the premises and
to the fixtures, personal property, Lessee's improvements and alterations of
either Lessor or Lessee in or on the premises that are caused by or result from
risks insured against under any insurance policies carried by the parties and in
force at the time of any such damage.
Each party shall cause each insurance policy obtained by it to provide
that the insurance company waives all right of recovery by way of subrogation
against either party in connection with any damage covered by any policy.
Neither party shall be liable to the other for any damage caused by fire or any
of the risks insured against under any insurance policy required by this Lease.
If any insurance policy cannot be obtained with a waiver of subrogation, or is
obtainable only by the payment of an additional premium charge above that
charged by insurance companies issuing policies without waiver of subrogation,
the party undertaking to obtain the insurance shall notify the other party of
this fact. The other party shall have a period of ten (10) days after receiving
the notice either to place the insurance with a company that is reasonably
satisfactory to the other party and that will carry the insurance with a waiver
of subrogation or to agree to pay the additional premium if such a policy is
obtainable at additional cost. If the insurance cannot be obtained or the party
in whose favor a waiver of subrogation is desired refuses to pay the additional
premium charged, the other party is relieved of the obligation to obtain a
waiver of subrogation rights with respect to the particular insurance involved.
12. Installation of Machinery and Equipment.
Lessee may place or install on and/or in the demised premises such
machinery and equipment as it shall deem desirable for the conduct of business
therein. Personal property, machinery and equipment used in the conduct of
Lessee's business (as distinguished from fixtures and equipment used in
connection with the operation and maintenance of the building and improvements)
placed by Lessee on or in said demised premises shall not become a part of the
realty, even if bolted or screwed or otherwise fastened to the premises, but
shall retain their status as personalty and may be removed by Lessee at any
time. The Lessor represents that as of the date of this Lease it does not own
any personal property, machinery and equipment used in the conduct of Lessee's
business and located upon the demised premises. Any damage caused the demised
premises by the removal of such property shall be repaired by Lessee at its
expense. Any trade fixtures or personal property belonging to Lessee, if not
removed within sixty (60) days after expiration or the sooner termination of
this Lease, shall be deemed abandoned and shall become the property of Lessor
without any payment or offset therefor.
13. Condemnation.
If the whole of the demised premises shall be taken under eminent
domain, then this Lease shall terminate on the date on which title shall vest in
the condemnor. If a portion of the demised premises shall be taken under
eminent domain and if after such taking the portion remaining cannot reasonably
be adapted to enable Lessee satisfactorily to conduct its operations therein,
then Lessor and Lessee shall each have the option, exercisable at any time prior
to the date on which title vests in the condemnor, and on not less than ten (10)
days' written notice to the other, to terminate this Lease on the date on which
title shall vest in the condemnor. Lessor promises and agrees, however, to give
Lessee at least thirty (30) days' written notice of the date upon which title
shall vest in condemnor. If neither Lessor nor Lessee shall exercise the option
to terminate herein granted, or if the taking is not of sufficient extent to
cause the option to arise, then this Lease shall continue in full force and
effect for the remainder of the term, with the Lessor making the necessary
repairs and replacement caused by the taking, and the monthly rental shall be
adjusted so that the Lessee shall be required to pay for the remainder of the
term only such portion of such annual fixed rental as the value of the part of
the premises remaining after the taking bears to the value of the entire
premises at the time of condemnation. In no event shall Lessee be entitled to
payment from Lessor of any consideration or either the termination or partial
loss of occupancy, nor shall Lessee be entitled to any part of an award, if any,
which may be made in the exercise of eminent domain, whether before or after
condemnation proceedings are instituted, and all rights of action and claims for
damages thereon shall inure solely to the benefit of the Lessor. Lessee shall
have the right, however, to claim and recover from the condemning authority
compensation for leasehold improvements and any loss to which Lessee may be put
for Lessee's moving expenses, business interruption or taking of Lessee's
personal property (not including Lessee's leasehold interest) provided that such
damages may be claimed only if they are awarded separately in the eminent domain
proceedings and not out of or as part of the damages recoverable by Lessor. The
term "eminent domain" shall include the exercise of any similar governmental
power and any purchase or other acquisition in lieu of condemnation.
14. Indemnity Insurance.
Upon the execution of this Lease, the Lessee shall, wholly at the
expense of the Lessee, obtain, and thenceforth during said term of this Lease
the Lessee constantly shall, wholly at the expense of the Lessee, maintain,
indemnity insurance by means of which the Lessor shall at all times be insured
and indemnified against any and all loss, liability and damage whatever for
personal injury and property damage, or either, resulting from, or alleged to
have resulted from, negligence or the condition or use of said demised premises
or of any sidewalk or way adjacent to said demised premises, with policy limits
in an amount not less than $250,000 for property damage and in an amount not
less than $1,000,000 for personal injury (whether or not resulting in death)
suffered by one person and $2,000,000 for personal injuries (whether or not
resulting in death) suffered by more than one person in one occurrence. Each
policy of such indemnity insurance so to be obtained and maintained by the
Lessee, as aforesaid (and each renewal thereof), shall be executed by a good,
safe and reliable insurance company, duly licensed to transact such insurance
business in the State of California, as the insurer, and a certificate of
insurance for each such policy of such indemnity insurance (and each renewal
thereof) shall, forthwith upon the issuance thereof, be delivered by the Lessee
to the Lessor to be held by the Lessor during the existence of this Lease.
15. Holding Lessor Harmless.
Independently of said obligation of the Lessee so to obtain and
maintain said indemnity insurance, as aforesaid, the Lessee shall at all times
save the Lessor harmless from, and keep the Lessor fully indemnified against,
any and all such loss, liability and damage whatever on account of personal
injury (whether or not resulting in death) and property damage, or either,
resulting from, or alleged to have resulted from, any of, or all, the causes
above mentioned, it being hereby specifically agreed that the Lessor shall not
be liable for any personal injury or property damage suffered or occurring in,
on or about said demised premises or the use by the Lessee of the sidewalks or
ways adjacent thereto at any time, and that payment in satisfaction of each, or
any, claim, demand or judgment arising out of each, or any, such personal injury
or property damage shall be the obligation of the Lessee, and shall be made by
the Lessee, wholly at the expense of the Lessee, and that the Lessee will
defend, wholly at the expense of the Lessee, any and all actions, suits and
proceedings instituted against the Lessor arising out of any and all such
personal injury and property damage, or either, including without being limited
to any and all attorneys' fees, court costs and incidental expenses incurred in
such defense of the Lessor. The Lessor shall give to the Lessee notice in
writing in the manner hereinafter provided for the giving of notice, of the
service on the Lessor of summons, subpoena or process in any such action, suit
or proceeding at least five (5) days prior to the return day of such summons,
subpoena or process, unless service shall be made upon the Lessor within five
(5) days preceding the return day, in which latter event the Lessor shall give
the Lessee immediate notice of such service.
16. Assignment.
Lessee shall not voluntarily assign or encumber its interest in this
Lease or in the premises, or sublease all or any part of the premises, or allow
any other person or entity (except Lessee's authorized representatives) to
occupy or use all or any part of the premises, without first obtaining Lessor's
written consent. Any assignment, encumbrance or sublease without Lessor's
written consent shall be voidable and, at Lessor's election, shall constitute a
default. No consent to any assignment, encumbrance or sublease shall constitute
a further waiver of the provisions of this paragraph. Lessor will not
unreasonably withhold its consent. Notwithstanding the foregoing, the Lessor's
consent shall not be required in the event of any assignment of the Lease or a
subletting of all or a portion of the demised premises to a party which is a
related entity of the Lessee. A "related entity" for purposes of this Lease
shall include a parent corporation or company owning a majority of the voting
shares in the Lessee, a successor corporation which shall have assumed and
agreed to pay the obligation of the Lessee, an affiliated company or
corporation, i.e., a company or corporation in which the majority voting
interest is held by the same company or corporation holding a majority of the
voting shares in the Lessee or a subsidiary of the Lessee, i.e., a corporation
or company in which the Lessee owns a majority voting interest. Lessor hereby
consents to a sublease by the Lessee of the "Cut stock" operation to Big Valley
Lumber Company.
17. Default or Breach and Remedies.
If any rent reserved in this Lease is in arrears for ten (10) days
after it is due and payable, or if the Lessee defaults in the performance of any
other covenant or provision of this Lease and the default is not cured within
thirty (30) days after written notice of the breach is given to the Lessee by
the Lessor, provided, however, if such noncompliance cannot be cured within the
30-day period this provision shall be satisfied if Lessee commences correction
within such period and thereafter proceeds in good faith and with reasonable
diligence to effect compliance as soon as possible, time being of the essence of
this Lease, or if the premises are abandoned, the Lessor may resume possession
of the premises and dispossess all persons and the goods and chattels of any
person, by force or otherwise, without being liable to prosecution therefor; and
the Lessor may either terminate this Lease by giving written notice of the
termination to the Lessee and recover from the Lessee all damages and costs
incurred by the Lessor, including the expense of recovering possession, or the
Lessor may refuse to terminate this Lease, put the premises in good order and
repair, make alterations and repairs and relet any part or all of the premises
for any part or all of the remainder of the term, or for a longer term, to a
tenant or tenants satisfactory to the Lessor and at such rental or rentals as
may seem adequate to the Lessor, all in the reasonable discretion of the Lessor.
The Lessor shall receive the rentals from the premises and apply them, first, to
the payment of the expenses of recovering possession and the rerenting of the
premises, secondly to the payment of the expense incurred in putting the
premises in good order and condition and making alterations and repairs to them,
and then to the payment of the rent due under this Lease and to the cost of
performing the other covenants of this Lease. The balance, if any, shall be
paid to the Lessee, and the Lessee shall remain liable for any deficiency, which
the Lessee agrees to pay monthly as it accrues. Notwithstanding any re-leasing
without termination, the Lessor may, at any time, elect to terminate this Lease
for the previous breach. Each of the remedies given to the Lessor is cumulative
and the exercise of one remedy shall not impair the Lessor's right to any other
remedy.
18. Bankruptcy.
If at any time during the term hereof proceedings in bankruptcy shall
be instituted by or against the Lessee and result in an adjudication of
bankruptcy, or if the Lessee shall file, or any creditor of the Lessee shall
file, or any other person shall file any petition under Chapter X or Chapter XI
of the Bankruptcy Act of the United States of America, as the same is now in
force or may hereafter be amended, and same be judicially approved, or if a
receiver of the business or assets of Lessee be appointed and such appointment
is not vacated within ninety (90) days after notice thereof to Lessee, or the
Lessee makes an assignment for the benefit of creditors, or any sheriff,
marshal, constable or keeper takes possession thereof by virtue of any
attachment or execution proceedings and offers same for sale publicly, and such
attachment or execution proceedings are not vacated, bonded, released or
satisfied within sixty (60) days from the date thereof, then Lessor may, at its
option, in either or any of such events, without notice to Lessee or any other
person or persons, immediately re-enter and take possession of the demised
premises and terminate this Lease, with or without process of law, such process
being expressly waived by Lessee. Upon such termination all installments of
rent earned to the date of termination and unpaid shall at once become due and
payable, and in addition thereto Lessor shall have all rights provided by the
bankruptcy laws relative to the proof of claims for an anticipatory breach of an
executory contract.
19. Remedies Cumulative and Not Exclusive.
No remedy herein conferred upon or reserved to lessor is intended to
be exclusive of any other remedy herein or by law or equity provided, but each
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute.
20. Net Lease.
This is a net lease, it being the intention of the parties hereto that
Lessee shall pay as additional rent, without offset, all costs of insurance,
maintenance, taxes and other charges that are assessed or levied against said
premises, including without limitation the costs, taxes and charges set forth in
this Lease. All taxes, charges, costs and expenses which Lessee assumes or
agrees to pay hereunder, together with all interest and penalties that may
accrue thereon in the event of Lessee's failure to pay the same as herein
provided, all other damages, costs and expenses which Lessor may suffer or
incur, and any and all other sums which may become due, by reason of any default
of Lessee or failure on Lessee's part to comply with the covenants, agreements,
terms and conditions of this Lease on Lessee's part to be performed, and each or
any of them, shall be deemed to be additional rent and in the event of
nonpayment Lessor shall have all the rights and remedies herein provided in the
case of nonpayment of rent.
21. Lessor's Entry on Premises.
Lessor and its representatives shall have the right to enter and go
upon the demised premises at all reasonable times to examine and inspect the
same and for any other reasonable purpose.
22. Covenant of Title, Authority and Quiet Possession.
Lessor represents and warrants that Lessor has full right and lawful
authority to enter into this Lease for the full term aforesaid, and that Lessor
is lawfully seized of the entire premises hereby demised and has good fee simple
title thereto, and Lessor covenants that if Lessee shall discharge the
obligations herein set forth to be performed by Lessee, Lessee shall have and
enjoy during the term hereof the quiet and undisturbed possession of the demised
premises.
23. Surrender.
At the expiration or earlier termination of this Lease, Lessee shall
surrender to Lessor the demised premises in good condition and repair, allowance
being made for ordinary wear and tear and damage by casualty alone excepted.
24. Holding Over.
If Lessee shall hold over with the consent of the Lessor after the
expiration of the term of this Lease or any extension thereof, such tenancy
shall be from month to month only and upon all of the terms, covenants and
conditions hereof.
25. Attorneys' Fees.
If suit or action is instituted by either the Lessee or the Lessor to
enforce any provisions of this Lease or any rights granted to either hereunder
or hereby, the prevailing party may recover therein, or in any appeal thereof,
as attorneys' fees such sum as the court may adjudge reasonable, in addition to
costs and disbursements allowed.
26. Waiver.
The waiver by the Lessor of a default or breach made by the Lessee in
respect of any term, covenant, provision or condition contained in this Lease
shall not operate as a waiver of any subsequent default or breach made by the
Lessee in respect of the same, or any other, term, covenant, provision or
condition contained in this Lease.
27. Notices.
All notices herein required or permitted to be given to or served upon
either party shall be in writing. Any such notice shall be sufficiently given
or served if served personally on the person to whom written notice is to be
given or if sent by registered or certified mail addressed to such person at the
address set forth below as follows:
In the case of a notice to Lessor:
P. 0. Box 1088
Xxxxxxxx, Xxxxxx 00000
In the case of a notice to Lessee:
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000-0000
Either party may at any time change the place of giving notice by giving written
notice to the other in the manner above set forth.
28. Captions.
Paragraph captions in this Lease are used for convenience and
reference, only, and the words contained therein in no way shall be held to
explain, modify, amplify or aid in the interpretation, construction or meaning
of any of the terms, covenants, provisions or conditions contained in this
Lease.
29. Successors and Assigns.
The terms, covenants, provisions and conditions contained in this
Lease shall inure to the benefit of, and shall be binding upon, not only the
Lessor and the Lessee, respectively, but, also, their respective successors in
interest and assigns to the extent permitted.
IN WITNESS WHEREOF, the parties hereto have executed this Lease on the
day and year in this Lease first above written.
ROSEBURG FOREST PRODUCTS CO. MPL ACQUISITION CORPORATION
By: Xxxxx X. Xxxxxx By: Xxxxxxx Xxxx
Assistant Secretary Vice President
LESSOR LESSEE
STATE OF OREGON, )
)
County of Multnomah )
On this 6th day of March, 1986, before me appeared XXXXX X. XXXXXX, to me
personally known, who, being duly sworn, did say that he is the Assistant
Secretary of ROSEBURG FOREST PRODUCTS CO., the within-named corporation, and
that the said instrument was signed in behalf of said corporation by authority
of its Board of Directors, and he acknowledged said instrument to be the free
act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal, this, the day and year first in this, my certificate, written.
Xxxxxxx X. Xxxx
Notary Public for Oregon
My commission expires: May 20, 0000
XXXXX XX Xxxxxxxxxx
Xxxxxx xx Xxxxxx
Xx this 7th day of March, 1986, before me appeared Xxxxxxx Xxxx to me personally
known, who, being duly sworn, did say that he is the Vice President of MPL
ACQUISITION CORPORATION, the withinnamed corporation, and that the said
instrument was signed in behalf of said corporation by authority of its Board of
Directors, and he acknowledged said instrument to be the free act and deed of
said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal, this, the day and year first in this, my certificate, written.
Xxxxx X Xxxxx
Notary Public for
My commission expires:
[Notary Seal
Official Seal
Xxxxx X. Xxxxx
Notary Public-California
Principal Office in Shasta County
My Commission Expires July 8, 1988] Exhibit A
[Map of property described as "Existing Buildings on Xxxxx Xxxxx Xxxxxx, Xxxx,
Xxxxxxxxxx.]
