Exhibit 10.27
EQUIPMENT LEASE
This Equipment Lease is dated effective as of August 1, 2004, and is
between PBC ACQUISITION, LLC., a Delaware limited liability company ("Lessor")
and PORTLAND BREWING CO., an Oregon corporation ("Lessee").
1. LEASE. Lessor hereby leases to Lessee, and Lessee hereby hires and takes
from Lessor the following-described personal property (hereinafter, with all
replacement parts, additions, repairs and accessories incorporated therein
and/or affixed thereto, referred to as "leased equipment"):
All equipment owned by Lessor and located at the premises described in the
Sublease (Brewery) and Sublease (Alehouse), each dated effective as of
August 1, 2004.
2. TERM. This term of this lease commences August 1, 2004, and ends upon
termination of the Sublease (Brewery) or Sublease (Alehouse), with respect to
the equipment located at each premises.
3. RENTALS. For said term, or any portion thereof, Lessee shall pay to
Lessor a rental fee in the amount of $0.15 per barrel produced at the premises
described in paragraph 6 hereof, payable in accordance with the Production
Agreement between the parties dated effective August 1, 2004.
4. IDENTIFICATION OF LEASED EQUIPMENT. Lessor may affix such evidence of
ownership to leased equipment as it may deem appropriate.
5. TITLE OF THE LESSOR. Title to the leased equipment shall at all times
remain in the Lessor. The leased equipment is and shall remain personal
property. Upon the expiration or termination of this lease, the Lessee shall
return the leased equipment unencumbered to Lessor at Lessee's address specified
herein or to such other place as Lessor and Lessee agree upon.
6. POSSESSION, PLACE OF USE AND CHANGES IN LOCATION OF LEASED EQUIPMENT. So
long as Lessee shall not be in default under this lease it shall be entitled to
the possession and use of the leased equipment in accordance with the terms of
this lease. The leased equipment shall be used in the conduct of the lawful
business of the Lessee, shall be kept at 0000 XX 00xx Xxxxxx, Xxxx xx Xxxxxxxx,
Xxxxxx of Multnomah, State of Oregon, and shall not be removed from such
location without the prior written consent of the Lessor. The Lessee shall not,
without Lessor's prior written consent, part with possession or control of the
leased equipment or attempt to sell, pledge, mortgage or otherwise encumber any
of the leased equipment or attempt to purport to sell, pledge, assign, transfer
or otherwise dispose of or encumber any interest under this lease.
7. RIGHT OF INSPECTION. Lessor shall have the right from time to time
during reasonable business hours to enter upon the Lessee's premises or
elsewhere for the purpose of confirming the existence, condition and the proper
maintenance of the leased equipment. The
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foregoing rights of entry are subject to any applicable governmental laws,
regulations and rules concerning industrial security.
8. RIGHT TO USE EQUIPMENT. Pyramid Breweries, Inc. ("PMID") shall have the
right to use the leased equipment when in control of the premises pursuant to an
Alternating Proprietorship Agreement between Lessee and PMID.
9. NO PURCHASE OPTION. Lessee shall have no option to purchase or otherwise
acquire title to or ownership of any of the leased equipment and shall have only
the right to use the same under and subject to the terms and provisions of this
lease.
10. FURTHER ASSURANCES. Lessee and Lessor shall execute and deliver, upon
the reasonable request of the other party, such instruments and assurances as
are reasonably necessary or advisable for the confirmation or perfection of this
lease and the parties' rights hereunder.
Executed: February 14, 2006
LESSOR: LESSEE:
PBC ACQUISITION, LLC, BY ITS MEMBER PORTLAND BREWING COMPANY
PYRAMID BREWERIES, INC.
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By: Xxxx Xxxxxx By: R. Xxxxx XxxXxxxxxxx
Its: President and Chief Its: President
Executive Officer
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