Exhibit 10.4
LEASE
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THIS AGREEMENT, made effective this 29th day of April, 1997, between
XXXXXXX XXXXX and XXXXXXXXX XXXXX, husband and wife, XXXXXXX XXXXX, JR. and
XXXXXX XXXX XXXXX, husband and wife, (collectively the "Landlord"), and THE GSI
GROUP, INC. (the "Tenant"),
WITNESSETH:
In consideration of the covenants contained herein the parties hereto agree
as follows:
1. Description of Premises. The Landlord hereby leases to the Tenant the
building and real estate commonly known as 0000 Xxxx Xxxxx Xxxxxx, Xx. Xxxxxx,
Xxxxxxxx, legally described as follows:
Part of the Southwest 1/4 of Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 12
West, Second Principal Meridian, Wabash County, described as follows:
Commencing as a point of beginning at an iron pin at the Northwest
Corner of the Western Services Tract as shown on a plat recorded in
Plat Book 2, Page 69; thence South 22 degrees 01 minutes East a
distance of 824.70 feet to an iron pin on the North right-of-way line
of the Southern Railroad; thence South 80 degrees 35 minutes West
along said North right-of-way line a distance of 399.3 feet to an iron
pin; thence North 22 degrees 01 minutes West a distance of 739.64 feet
to an iron pin on the South right-of-way line of SBI Route 15; thence
North 68 degrees 17 minutes East a distance of 390 feet to the point
of beginning, containing 7.00 acres.
(hereinafter referred to as the "Premises").
2. Term. The term of this lease shall be one (1) year, beginning on the
effective date of this lease, and terminating on March 31, 1998. The Lease shall
automatically renew for two periods of one (1) year each, unless Tenant gives 30
days written notice of its intention to
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terminate. The Lease shall terminate upon purchase of the Premises by Tenant
pursuant to paragraph 19.
3. Rental. The Tenant shall pay a total rental of Fifty-Seven Thousand Six
Hundred Dollars ($57,600.00) for the initial one (1) year term, payable in equal
monthly installments of Four Thousand Eight Hundred Dollars ($4,800.00) each, in
advance, to Xxxxxxx Xxxxx on the first day of each month commencing on April 1,
1997, which is the effective date of this lease.
4. Renewal Term Rent. During each extended term, the basic rent shall be
Sixty Three Thousand Three Hundred and Sixty Dollars ($63,360.00) or Five
Thousand Two Hundred Eighty Dollars ($5,280.00) per month for each one (1) year
extended term.
5. General Taxes. The Landlord shall pay all general real estate taxes on
the Premises and shall, upon request by Tenant, furnish Tenant with paid
receipts, cancelled checks or other proof of payment satisfactory to Tenant.
Tenant shall reimburse Landlord for the amount of real estate tax paid in excess
of those paid for the tax year 1995, which reimbursement will be paid with the
October rent of each year starting October, 1998.
6. Insurance. The Landlord shall keep the Premises insured throughout the
term and any extended term of this lease, protecting both the Landlord and the
Tenant against loss or damages by fire, lightning, earthquake, windstorm or
other casualty ordinarily covered by extended coverage in an amount not less
than $565,000.00, and claims for personal injury and property damage under a
policy of general public liability insurance with limits as may be reasonably
requested by the Tenant from time to time, but not less than $1,000,000 per
person and $3,000,000 per occurrence, in a company or companies acceptable to
the Tenant. The Landlord shall deliver to the Tenant a certificate of insurance
showing compliance with this
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provision and naming Tenant as an additional insured. Tenant shall maintain a
policy of general public liability insurance with limits not less than
$1,000,000 per person and $3,000,000 per occurrence, in a company or companies
acceptable to Landlord. The Tenant shall also maintain property insurance on its
property located on the Premises. The Tenant shall deliver to the Landlord a
certificate of insurance showing compliance with this provision and naming
Landlord as an additional insured.
7. Use. The Tenant shall have the right to use the Premises for any lawful
business, including, without limitation, a light manufacturing location;
provided, however, the Tenant agrees that it will not sell or permit the sale of
any alcoholic beverages in the Premises.
8. Quiet Enjoyment. The Tenant, upon paying the basic rent and all
additional rent and other charges herein provided for, and performing all of the
other terms of this lease, shall quietly have and enjoy the Premises during the
term of this lease without hindrance or molestation by anyone claiming by or
through the Landlord, subject, however, to the reservations and conditions of
this lease.
9. Maintenance, Repair, Janitor Service and Other Expenses. The Tenant
shall, at its own expense, make all necessary repairs and replacements to the
Premises and to the pipes, heating and air conditioning systems, alarm system,
plumbing system, window glass, fixtures, and all other appliances and
appurtenances belonging thereto, and all equipment used in connection with the
Premises, except the roof which shall be repaired at Landlord's expense. All
repairs shall be promptly made with materials of like quality to the original
work. On default of the Tenant in making needed repairs, the Landlord may, but
shall not be required to, make such repairs for the Tenant's account and the
expense thereof shall constitute and be
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collectible as additional rent. The Tenant shall provide janitor service for the
Premises and Tenant shall also pay for the removal of certain interior walls if
Tenant removes them.
10. Surrender of Premises. At the expiration of the lease term, the
Tenant shall surrender the Premises in as good condition as it was in at the
beginning of the term, reasonable use and wear and damage by fire or other
casualty without the fault or negligence of Tenant excepted.
11. Improvements by Tenant. No alterations, additions, or improvements to
the Premises shall be made by the Tenant without the written consent of the
Landlord, which consent shall not be unreasonably withheld or delayed. Any
alteration, addition, or improvement made by the Tenant after such consent shall
have been given, shall be done so without causing a lien to be attached to the
Premises and, at the Landlord's option, become the property of the Landlord upon
the expiration or other sooner termination of this lease; provided, however,
that the Landlord shall have the right to require the Tenant to remove such
fixtures at the Tenant's expense upon such termination of this lease.
12. Landlord's Representations and Warranties. Landlord represents and
warrants that: the Premises are in good order and repair, provided that the
Tenant shall accept the electrical, heating, plumbing and air conditioning
systems in their present condition without representation or warranty; the
Premises are not subject to any zoning or other governmental use restrictions;
Landlord is the owner of the Premises and that the Premises are free and clear
of all mortgages, liens and encumbrances except the lien of real estate taxes
not yet due and payable and easements of record and a mortgage in favor of
Security Bank & Trust of Mt. Carmel, Illinois; to the best of Landlord's
knowledge, neither Landlord nor any predecessor in
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interest to Landlord has released or deposited upon the Premises any Hazardous
Materials (as defined elsewhere in this section); to the best of Landlord's
knowledge, neither Landlord nor any predecessor in interest to Landlord has
received notice of the existence or alleged existence of any Hazardous Materials
upon or under the Premises from any governmental agency or other party; and
there is one underground fuel oil tank on the Premises.
Hazardous Materials, as used herein, shall include, without limitation,
petroleum and petroleum products, those substances defined as hazardous
substances in the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended ("CERCLA"), and those wastes defined as
hazardous wastes under the Resource Conservation and Recovery Act, as amended
("RCRA"), and any other substance identified as being hazardous, toxic or
dangerous under any local, Illinois or federal environmental law or regulation.
13. Utilities and Other Services. The Tenant shall pay all expense of
heat, air conditioning, electricity, water and all other services furnished the
Premises throughout the lease term.
14. Access. The Landlord shall have full and unrestricted access to the
Premises for any reasonable purpose during normal business hours throughout the
lease term.
15. Fire or Other Casualty Loss. In case of damage by fire or other
casualty to the Premises, without fault or negligence of the Tenant, if the
damage is so extensive as to amount practically to the total destruction of the
Premises, this lease shall terminate, and the rent shall be apportioned to the
time of the damage. In all other cases where the Premises is damaged by fire or
other casualty without the fault or negligence of the Tenant, the Landlord shall
repair the
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damage with reasonable dispatch, and if the damage has rendered the Premises
untenantable, in whole or in part, there shall be an apportionment of the rent
until the damage has been repaired.
16. Condemnation. If the Premises or any part thereof is taken by eminent
domain, or conveyed upon threat of such proceedings, this lease shall expire on
the date when the Premises shall be so taken or conveyed, and the rent shall be
apportioned as of that date. No part of any award shall belong to the Tenant
other than that portion attributable to leasehold improvements made by Tenant
and that portion attributable to cost of or removal of Tenant's stock, equipment
and fixtures.
17. Sign. Tenant shall be allowed to place signs identifying the Premises
in windows of the Premises or on or attached to the building.
18. Assignment of Lease. Neither party shall assign this lease or sublet
the Premises without the prior written consent of the other, which consent shall
not be unreasonably withheld or delayed.
19. Indemnification. Tenant shall indemnify the Landlord against any
accident, injury, death or damage to any person or property which shall happen
in or about the Premises during the term of the Lease, unless due to an act or
omission of Landlord.
20. Option to Purchase. Tenant shall have the option to purchase the
Premises for Four Hundred Eighty Thousand Dollars ($480,000.00) at any time
during the initial term or extended term of this Lease, and, if such option is
exercised in the first two years, such purchase price shall be reduced by 1/3 of
all first year lease payments and 1/4 of all second year lease payments made by
Buyer under this Lease. To exercise its option, Tenant shall execute and deliver
the Real Estate Purchase Agreement, a copy of which is attached hereto.
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21. Notice. Any notice under this lease must be in writing and must be
delivered personally or sent by first class mail to the last address of the
party to whom the notice is to be given as designated by such party in writing.
The Landlord and Tenant hereby designate their address as follows:
LANDLORD: Xxxxxxx Xxxxx
X.X. Xxx 000
Xx. Xxxxxx, Xxxxxxxx 00000
TENANT: The GSI Group, Inc.
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
ATTENTION: Xxxxx Xxxxx
22. Binding Effect of Lease. This lease shall be binding upon the heirs,
executors, administrators, successors and assigns of the respective parties
hereto.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first above written.
LANDLORD:
/s/ XXXXXXX XXXXX
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XXXXXXX XXXXX
/s/ XXXXXXXXX XXXXX
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XXXXXXXXX XXXXX
/s/ XXXXXXX XXXXX, JR.
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XXXXXXX XXXXX, JR.
/s/ XXXXXX XXXX XXXXX
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XXXXXX XXXX XXXXX
TENANT: THE GSI GROUP, INC.
By: /s/ XXXX X. XXXXX
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Its Chief Executive Officer
