Exhibit 10.7
July 10, 2003
Xxx Xxxx
The Andersons, Inc.
000 X. Xxxxx0 Xxxxx
X.X. Xxx 000
Xxxxxx, XX 00000
RE: Toledo and Maumee, Ohio: Lease and Sublease Agreement dated June 1, 1998
(the "Lease") between Xxxxxxx, Xxxxxxxxxxxx ("Cargill") and The Andersons,
Inc. ("TAI") Our File No. L00001-501.0178
Dear Xx. Xxxx:
The initial term of the Lease expires as of May 31, 2003. The parties hereby
agree that the Lease shall be extended for a second term commencing on and
effective as of June 1, 2003, and terminating on May 31, 2008, on the same terms
and conditions as set forth in the Lease, except as amended herein.
In accordance with the Consent to Assignment and Amendment No.1 to Lease and
Marketing Agreement effective as of May 1, 2000, Cargill and TAI agree to amend
the definition of "Tenant" in the Lease to include both T AI and The Andersons
Agriculture Group, L.P. ("TAAG").
The parties agree to amend Section 2 (Term) of the Lease by substituting Section
2 in its entirety with the following language:
"2. Term
(a) The initial term ("Initial Term") of this Lease shall be for period of
five (5) years, commencing on the 1st day of June, 1998 (the
"Commencement Date"), and expiring on the 31st day of May, 2003, with a
second term ("Second Term") of this Lease to follow for a period of five
(5) years, commencing on the 1st day of June, 2003, and expiring on the
31st day of May, 2008 (the "Expiration Date"); provided, however, that
in the event that the Marketing Agreement is terminated prior to the
Expiration Date hereof, then this Lease shall be coterminous with the
termination of the Marketing Agreement without further action by either
party.
(b) In the event that the Marketing Agreement automatically renews, or the
parties are in active negotiations with the intent to extend or renew
the Marketing Agreement in accordance with Section 1.1 (Term) of the
Marketing Agreement, the parties shall
commence negotiations in good faith of the terms of the extension or
renewal of this Lease; provided, however, that any extension or renewal
of this Lease shall not take effect unless the Marketing Agreement is in
effect (either by automatic renewal, or by agreement by the parties) for
the same term as contemplated for the Lease extension or renewa1."
The parties agree to amend Section 3 (Rent) of the Lease by substituting the
first sentence in Section 3 in its entirety with the following language:
"Tenant agrees to pay to Landlord as and for rent for the Facilities for
the Initial Term the sum * ) per annum, and for the Second Term the sum
of * ) per annum, which sums shall be payable on a semi-annual basis and
which shall be due upon the first day of the term hereof and thereafter
upon the first day of each semi-annual period of the term of this
Lease."
The parties agree to amend Section 7 (Alterations, Additions and Improvements)
of the Lease by substituting Section 7(b) in its entirety with the following
language:
"Except as otherwise provided by the IRB Lease, all alterations,
additions and improvements to the Facilities shall immediately, upon
completion thereof, be and become the property of Tenant for the
duration of this Lease; provided, however, that upon termination of this
Lease, Tenant shall sell to Landlord and Landlord shall purchase from
Tenant all such alterations, additions and improvements at the then
current book value of such alterations, additions and improvements.
Notwithstanding anything to the contrary in the foregoing, with respect
to alterations, additions and improvements made by Tenant during the
Initial Term, the purchase price to be paid by Landlord to Tenant shall
in no event exceed * ."
Except as provided herein, all other terms of the Lease shall remain in
full force and effect.
[Remainder of page intentionally left blank.]
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SEC
Please arrange for TAI and TAAG to signify its agreement with the foregoing by
signing, dating and returning one copy of this letter to Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxx, Law Department, P. O. Xxx 0000, Xxxxxxxxxxx, XX 00000.
Sincerely,
By: /s/Xxxxxx X. Xxx
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Xxxxxx X. Xxx
President - Xxxxxxx AgHorizons
Accepted and Agreed to this 10th day of July, 2003:
THE ANDERSONS, INC.
By: /s/Xxx Xxxx
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Xxx Xxxx
Its: President, Agriculture Group
THE ANDERSONS AGRICULTURE GROUP, L.P.
By: The Andersons, Inc., its sole general partner
By: /s/Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Its: President and CEO
