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EXHIBIT 10.16
AGREEMENT
This Agreement made and entered into as of the 20th day of November,
1997, by and between Multi-Color Corporation, a ____________ corporation
(sometimes called "Seller"), and Xxxxx X. Xxxxxxxxx, dba Wine Racks Unlimited
(hereinafter sometimes called "Purchaser").
For good and valuable consideration, the receipt and adequacy of which
is acknowledged by the parties hereto, and in consideration of the premises,
conditions and covenants herein contained, Seller and Purchaser do hereby
mutually agree as follows:
1. Agreement to Buy and Sell: Seller hereby agrees to sell and convey,
and Purchaser hereby agrees to purchase the real estate known as 0000 Xxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxx and the land pertaining thereto, as more fully
described in Exhibit A attached hereto and made a part hereof being all of the
land owned by Seller in the area, consisting of a building containing
approximately three hundred forty-five thousand eight hundred nine (345,809)
square feet located on approximately 6.7 acres of land, net of highways, in
Xxxxxxxx County, Ohio, together with all rights, privileges, easements and
appurtenances pertaining thereto, including any right, title and interest of the
Seller in and to the adjacent streets, roads, alleys and rights of way ("Real
Property") and together with those items listed in Exhibit B attached hereto
(collectively the "Property"), all on the terms and at the purchase price as set
forth hereinafter. The Property shall specifically exclude the Solvent Recovery
System currently situated on the Real Property. Purchaser shall provide Seller
with a license to keep such Solvent Recovery System in the parking lot for the
Real Property for a period of one (1) year from the date of closing. As a
condition of this License, Seller agrees to have such Solvent Recovery System
drained, and to remove all related ducts from the building on the Property and
repair any damage caused by such removal. Additionally, the Property shall
exclude Press 403 which is currently situated in Building 17 on the Real
Property. Purchaser shall, upon twenty-four (24) hours written notice, provide
access to Seller to the parking lot area to allow Seller to deal with the
Solvent Recovery System, which inspections shall only occur during Purchaser's
business hours at time which do not interfere with Purchaser's business
operations. Seller shall indemnify and hold Purchaser harmless for any losses,
claims, damages or injuries to persons or property arising out of Seller's or
its agents, employees or business invitees use of the parking area under the
terms hereof.
2. Purchase Price: The purchase price for the Property shall be Nine
Hundred Fifty Thousand and no/100 ($950,000.00) Dollars, payable as follows:
(a) The sum of Twenty Thousand and no/100 ($20,000.00) Dollars
by check has been paid pursuant to that certain letter agreement
between Seller and Purchaser dated November 20, 1997 ("Letter
Agreement") as xxxxxxx money to apply toward the purchase price, to be
held by Cincinnati Commercial Real Estate, Inc., in trust, pending the
closing of this transaction. If this Agreement is rejected or expires,
or if the contingencies provided for herein are not satisfied, or if
Purchaser elects to terminate as provided herein, or in the
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event of Seller's default, then this xxxxxxx money shall be promptly
returned to the Purchaser. In the event of Purchaser's default, this
xxxxxxx money shall be forfeited and paid to the Seller, as liquidated
damages, and Seller's sole remedy.
(b) At closing, subject to adjustments and prorations,
Purchaser shall pay to Seller the balance of the purchase price by bank
cashier's check or by bank wire transfer of immediately available
funds.
3. Title: The Seller hereby covenants and agrees to convey good,
marketable and insurable (at regular rates) title to the Property to the
Purchaser at the closing by deed of general warranty, in transferable and
recordable form, in fee simple absolute, free, clear and unencumbered, except
for non-delinquent real estate taxes, leases and licenses provided for herein
and title exceptions approved by Purchaser.
4. Representations and Warranties of Seller: Seller hereby represents
and warrants the following to Purchaser for the purpose of inducing Purchaser to
enter into this Agreement and to consummate the sale of the Property, each and
all of which representations and warranties shall be true as of the closing, and
shall survive the closing and the conveyance of title to Purchaser:
(a) There have been no claims, notices, orders, or directives
made or delivered to or served on Seller or its agents or of which
Seller or its agents are aware, issued by any governmental department
or agency having jurisdiction over the Property, affecting the Property
or any part thereof or requiring any work to be done upon or about the
Property or any part thereof. Any such claims, notices, orders, or
directives heretofore made or delivered or served on Seller or Seller's
predecessors in title or interest in the Property have been complied
with. There is no violation of any law or ordinance or private rights
affecting or pertaining to the Property or any portion thereof
including but not limited to violations of federal, state or to the
best of Seller's knowledge, local environmental laws.
(b) There are no parties in possession of any part of the
Property as lessees, tenants at will, tenants at sufferance or
trespassers.
(c) No proceedings are pending or threatened before any legal
or administrative agencies having jurisdiction thereof affecting any of
the Property or with respect to any real estate taxes or assessments on
any of the Property, and no proceedings are pending with respect to any
evidence of indebtedness affecting any of the Property, and there is
not now pending or threatened any litigation with respect to the
ownership of any of the Property or the rights of Seller to enter into
this Agreement and to convey any of the Property.
(d) Until the closing date Seller shall (I) perform and pay
all existing obligations pending; (ii) maintain the Property in good
repair and in the same condition as it is as of the date of this
Agreement, normal wear and tear excepted; (iii) continue to operate and
manage the Property in a reasonable, diligent, and prudent mariner; and
(iv) not further encumber the Property, except as set forth herein
regarding the Pre-Closing Lease.
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(e) All real and personal property taxes due as of the
closing, all storm water assessments, and all assessments that are a
lien on the Property have been or will be paid. There are no liens
against the Property or any portion thereof for improvements, taxes,
(except current, nondelinquent installments) or otherwise, and there
are no claims pending to the knowledge of Seller which would result in
the creation of any such liens, including but not limited to, liens for
water, sewer, street, electrical current, or improvements in progress.
Seller hereby agrees to indemnify and hold harmless Purchaser and the
Property from and against any and all such claims resulting from acts
or omissions of Seller or Seller's predecessors in title or interest in
connection with any such claims, regardless of the amount thereof.
(f) The Property has full and free access to and from a public
highway, street or road and to the best knowledge and belief of Seller,
there is no pending or threatened governmental proceeding which would
impair or result in the termination of such access.
(g) No construction work or installation of fixtures which
could result in a mechanic's lien on the Property has taken place
within seventy-five (75) days preceding the date of this Agreement and
no such construction is anticipated or will be permitted prior to the
closing. Seller further covenants and agrees to hold Purchaser harmless
from any and all mechanics' liens arising from construction work or
installation of fixtures and to indemnify Purchaser for expenses
incurred, including reasonable attorneys' fees and court costs, in the
discharge of such liens.
(h) There are no easements or other rights of way or rights of
ingress or egress on, over or through the Property, or any part
thereof, that are not of record, whether arising by prescription,
adverse possession or otherwise.
(i) To the best of Seller's knowledge, there are no solid
wastes, hazardous wastes, hazardous substances, toxic substances,
contaminants or pollutants, including, but not limited to, petroleum
products, asbestos, polychlorinated biphenols, formaldehyde or
infectious, radioactive, biologically contaminated, or disease causing
materials (hereinafter collectively referred to as "Hazardous
Substances") in, on, about, or leaching onto or from the Property
except as disclosed in that certain Phase I Environmental Report
prepared by ATC Associates dated June 26, 1997, which will be removed
from the Property as of the date of closing unless otherwise agreed in
writing by Seller and Purchaser. Seller has not allowed or caused any
Hazardous Substances to be dumped or disposed of on the Property.
(j) Seller has not filed a petition for relief under Title 11
of the United States Code, or any similar state law including an
assignment for the benefit of creditors or a receivership, that no
involuntary petition for relief under Title 11 of the United States
Code or any similar state law including an assignment for the benefit
of creditors or a receivership has been filed against it; and, that the
Property is not under the jurisdiction of any bankruptcy court in any
other related bankruptcy proceeding.
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5. Contingencies:
(a) This Agreement, and Purchaser's obligations hereunder, is
expressly conditioned upon satisfaction within the period beginning
with the date of execution of this Agreement and ending on the date
which is sixty (60) days after the execution of this Agreement
("Inspection Period") of each and every one of the following conditions
in a mariner satisfactory to Purchaser in its sole discretion:
(i) That the Property be zoned by the City of
Cincinnati, Xxxxxxxx County, Ohio and/or any other
governmental entity having jurisdiction over the Property for
the operation of an office, manufacturing and showroom
facility, and all other associated improvements.
(ii) That Purchaser shall determine to its
satisfaction that utilities for water service, telephone
service, and electric service and/or gas service sufficient to
service Purchaser's proposed use of the Property as set forth
herein are installed at the property line and, in fact, are
available and may be tapped into or connected into at the
property line and that such utilities may be extended into the
Property and that the cost of such utilities to operate the
Leased Premises on a continuing basis is acceptable to
Purchaser.
(iii) That Purchaser shall determine to its
satisfaction that sanitary sewers sufficient to service
Purchaser's proposed use of the Property as set forth herein
are available at the property line or are available off the
Property but may be extended to the property line, and that
such sanitary sewers may be tapped into or connected into and
may be extended into the Property, and that Purchaser shall
acquire or determine that it can acquire such easements as may
be necessary to accomplish the same.
(iv) That Purchaser obtain financing to purchase the
Property on terms and conditions satisfactory to Purchaser.
(v) That Purchaser, at Purchaser's expense obtain a
title exam and survey of the Property, the results of which
are satisfactory to Purchaser.
(vi) That Purchaser and Seller enter a Lease in which
Seller agrees to lease back certain parts of the Property on
terms and conditions set forth in the Lease, a copy of which
is attached hereto as Exhibit C, simultaneously with the
closing on the Property. The terms of such Lease shall
include, but not be limited to the following:
(a) Rent shall be $2.00 per square foot per
annum;
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(b) Within 25 days after the execution of
this Agreement, Seller shall inform Purchaser of its
need for space in Buildings other than #10A, l0B, 11,
12, 13, 16, 17, 18, 19, 21, and other than 8,000
square feet of office space on the third floor as
specified by Purchaser. Seller may request common
access to the dock door at the end of Building #8.
(c) Within 25 days after the execution of
this Agreement, Seller shall inform Purchaser of a
proposed term for the Lease.
(vii) That Purchaser, at Purchaser's expense, inspect
or cause to be inspected the Property and all improvements
thereon, including but not limited to the structural integrity
thereof, the roof, heating, ventilating, air conditioning,
plumbing and electrical systems and fixtures, the results of
which are satisfactory to Purchaser.
(b) If the foregoing conditions in this Paragraph 5 are not
satisfied or waived by Purchaser on or before the expiration of the
Inspection Period, then Purchaser shall notify Seller in writing of
such condition and Seller shall have ten business days to determine
whether or not Seller desires to remedy such condition(s). In the event
Seller elects to remedy such condition(s), Seller shall complete such
remedy within 20 business days of receiving notice from Purchaser of
the unacceptable condition(s). In the event that Seller elects not to
remedy the condition(s) or in the event such condition(s) is not
remedied within the aforesaid 20 business day period, Purchaser shall
have the option to terminate the Agreement. In the event Purchaser
elects to terminate this Agreement, the xxxxxxx money deposit shall be
immediately refunded to Purchaser and thereupon this Agreement shall be
null and void and both parties shall be relieved of all further
obligation or liability hereunder. If Purchaser fails to terminate this
Agreement on or before twenty-five (25) business days after the end of
the Inspection Period, the contingencies contained in this paragraph
shall be deemed waived
6. Pre-Closing Lease. In the event Seller and Purchaser have not
closed the transaction contemplated herein on or before March 1, 1998, Seller
and Purchaser shall enter into a Pre-Closing Lease in which Seller agrees to
lease to Purchaser certain parts of the Property on terms and conditions set
forth in the Pre-Closing Lease, a copy of which is attached hereto as Exhibit D.
The terms of such Pre-Closing Lease shall include but not be limited to the
following:
(a) Rent shall be $1.00 per square foot per
annum;
(b) Purchaser shall lease 96,000 square feet
to be designated by Purchaser as manufacturing and
office area.
(c) The Pre-Closing Lease shall commence on
March 1, 1998 and terminate on the earlier of (i) the
date of closing or (ii) February 28, 2000.
7. Closing and Closing Pro-Rations: The closing shall be held thirty
(30) days after the
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expiration of the Inspection Period ("closing"). The closing shall be held at
the offices of Xxxxxxx, Head & Xxxxxxx at a time mutually agreeable to Seller
and Purchaser. Real estate taxes and assessments, if any, shall be prorated to
the date of closing based upon the latest available real estate tax xxxx. Seller
shall pay for all state and/or county transfer taxes required to be paid upon
conveyance, and the cost of recording corrective instruments and survey plats.
The cost of recording the deed shall be paid by the Purchaser. The cash at
closing shall be adjusted for all closing costs and prorations.
8. Possession: Possession will be delivered by Seller to Purchaser at
closing. All utilities and current operating expenses shall be prorated as of
the date of delivery of the deed.
9. Environmental Inspection and Remediation. Seller shall, on or before
the execution date of this Agreement, contract with an environmental engineering
firm acceptable to Purchaser's lender to conduct a Phase II Environmental Study
of the Property, which shall be completed on or before January 2, 1998 ("Phase
II Study"). Within fourteen (14) days of receipt of the results of such Phase II
study and the proposed remediation called for therein, the parties will:
(a) If the cost of the remediation is $300,000 or less,
develop a plan to effectuate such remediation consistent with the
recommendations of the environmental consultant in timing and
compliance; or
(b) If the cost of the remediation is more than $300,000,
determine whether such remediation is cost feasible and if so, develop
a plan to effectuate such remediation consistent with the
recommendations of the environmental consultant in timing and
compliance. If either party determines that such remediation is not
cost feasible or the parties cannot agree on a plan of remediation,
either party may terminate this Agreement.
Purchaser agrees to keep the results of the Phase II study confidential. Seller
may seek remedies both in law and in equity upon Purchaser's breach of the
Agreement to keep such results confidential.
Buyer and Seller will share equally in the cost of the Phase II study upon
closing. In the event this Agreement is terminated, Purchaser shall have no
obligation to share in the cost of the Phase II Study.
10. Seller's Work. On or before February 15, 1998 Seller shall
complete, at Seller's sole cost and expense, the repairs listed in Exhibit E, to
Purchaser's satisfaction. In the event Seller does not make such repairs as
listed in Exhibit E, Purchaser shall have the right to (a) terminate this
Agreement by written notice to Seller or (b) proceed with the Agreement and
deduct from the Purchase Price one and one-half times the cost of making such
repairs.
11. Seller's Information. Within fifteen (15) days after execution of
this Agreement by Seller and Purchaser, Seller shall provide to Purchaser:
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(a) all plans and specifications, construction and mechanical
drawings relating to the Property and its systems, including but not
limited to electrical, lighting, steam sprinkler, air, security, and
telephone/intercom;
(b) copies of the last two years of utility bills relating to
the Property (Seller shall cooperate fully with Purchaser in
researching and analyzing these costs.); and
(c) copies of all maintenance schedules, diagrams and all
other documentation related to the Property.
12. Purchaser's Work. On or before February 15, 1998, Seller shall, at
Purchaser's request, with Seller's in-house maintenance staff or subcontractor
as designated by Purchaser, complete the improvements listed in Exhibit F under
the supervision of Xx Xxxxx or any other supervisor designated by Purchaser:
The cost of the foregoing improvements shall be added to the Purchase
Price, after agreed to in writing by Seller and Purchaser. Upon written
agreement as to the cost of such improvements, Purchaser shall make additional
deposits with the broker, Cincinnati Commercial Real Estate, Inc. to be applied
as the xxxxxxx money is applied under Section 2 of the Agreement.
13. Indemnification. Seller shall indemnify and hold Purchaser harmless
from any and all loss, cost, damage or expense (including but not limited to
attorney's fees and all inspections and remediation costs) relating in any
mariner to the environmental condition of the Property.
14. Notices: Any notices or demands to be given by one party to the
other as required by this Agreement or otherwise shall be personally delivered,
delivered by the deposit thereof in the U. S. Postal Service, postage prepaid,
registered, or certified, return receipt requested, or by overnight courier
service to the individual at the address listed below and to any other person or
persons at said address as Purchaser or Seller may designate, unless, the other
party shall have been notified promptly of a change of address in writing and
said notice of change of address shall have actually been received by said party
prior to the time of mailing of any other notice. Any such notice shall be
deemed to have been delivered and given upon personal delivery or delivery by
overnight courier service, or forty-eight (48) hours after the postmark of any
notice sent by mail. Notices shall be sent as follows:
Seller: Mr. Xxxx Xxxxx or
Xx. Xxxx Xxxxxxxxxx
Multi-Color Corporation
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000 (x107 Xxxxxxxxxx)
Fax: (000) 000-0000
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Copy to: Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxxx Xxxxxxxx & Xxxxxxx
1800 Provident Tower
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Purchaser: Xx. Xxxxx X. Xxxxxxxxx
Wine Racks Unlimited
0000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
PERSONAL AND CONFIDENTIAL
Phone: (000) 000-0000
Fax: (000) 000-0000
Copy to: Xxxxxx Xxxxxx Xxxxxx, Esq.
0000 Xxxxx Xxxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
15. Titles: All titles, captions, and headings contained in this
agreement are for convenience only and shall not be deemed a part of this
Agreement.
16. Entire Agreement: This Agreement expresses the entire
understanding and agreement between the parties hereto pertaining to the subject
matter hereof and supersedes all prior agreements (except those contemplated
hereunder or executed contemporaneously herewith), and all understandings,
negotiations, or discussions of the parties, whether oral or written, and there
are no warranties, representations, or agreements between the parties in
connection with the subject matter hereof except those expressly set forth
herein.
17. Miscellaneous Provisions:
(a) No waiver by any party of any breach hereunder shall be
deemed a waiver of any other or subsequent breach.
(b) This Agreement shall not be altered, amended, changed,
waived, terminated, or modified in any respect or particular unless the
same shall be in writing and signed by or on behalf of the party to be
charged therewith.
(c) This Agreement shall be binding on, and inure to the
benefit of; the parties hereto and their respective successors and
assigns.
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(d) Except as specifically provided to the contrary, each and
every agreement, obligation, warranty, representation, and covenant of
Seller and Purchaser contained herein shall survive the passage of
title hereunder for a period of one (1) year other than those
agreements, obligations, warranties, representations and covenants of
Seller regarding the environmental condition of the Premises, which
shall survive without limitation.
18. Assignment of Agreement: This Agreement shall be binding on the
respective successors, and to the extent assignable, on the assigns or nominees
of the parties hereto, but the parties' obligations, including the original
parties to this Agreement, shall continue hereunder.
19. Further Cooperation: For a period of one (1) year, other than the
environmental condition of the Premises, Seller and Purchaser agree that at any
time, or from time to time, on or before and after the closing, they will, on
request of the other, execute and deliver such further documents and do such
further acts and things as such other party may reasonably request in order
fully to effectuate the purposes of this Agreement.
20. Indemnification: Each party shall protect, indemnify, and hold
harmless the other party and its successors and assigns from and against any and
all liabilities, obligations, losses, damages, costs, or expenses, including but
not limited to attorneys' fees and court costs resulting from or arising out of
any failure or breach of that party's warranties representations, or other
obligations as set forth in this Agreement. This obligation of Seller shall
survive for one year after the passage of title hereunder and not be deemed to
have merged into the deed, other than those agreements, obligations, warranties,
representations and covenants of Seller, regarding the environmental condition
of the Premises, which shall survive without limitation.
21. Counterparts: This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the
document. All counterparts shall be construed together and constitute one
agreement.
22. Time is of the Essence: Time is of the essence of this Agreement.
23. Brokers. Seller hereby agrees to pay Cincinnati Commercial Real
Estate, Inc. any and all commissions due as a result of this Agreement and shall
save and hold Purchaser harmless from any and all broker's fees relating to this
Agreement.
24. Resolutions. Seller agrees to provide Purchaser with evidence of
its authority to complete this transaction, including but not limited to
corporate resolutions, as reasonably requested by Purchaser, at least five days
prior to closing.
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IN WITNESS WHEREOF, the parties have set their hands by their duly
authorized representatives as of the date first above written.
Signed, Sealed and Delivered SELLER:
in the Presence of: MULTI COLOR CORPORATION
/s/ XXXXXXX XXXXXXXXXX By: /s/ XXXX X. XXXXXXXXXX
------------------------------- -----------------------------
Title:
------------------------------- --------------------------
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PURCHASER:
/s/ XXXXXX XXXXXX XXXXXX
------------------------------ By: /s/ XXXXX X. XXXXXXXXX
----------------------------
Xxxxx X. Xxxxxxxxx
------------------------------ dba Wine Racks Unlimited
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EXHIBIT B
ITEMS INCLUDED IN SALE
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Air compressors
Telephone/intercom system
Three fork lift trucks, to be determined by Seller
Pipe cutter, pipe threader and existing stock of fittings and pipe on the
Property on the date of this offer.
Factory trash compactor located at the dock.
Built-in floor xxxxxx in Building #11
Cranes in buildings on the date of this offer, as agreed
Shelving in Building #19
Speciality tools for built-in equipment, as agreed
One of the two Cyclone dust collectors with supply blowers sufficient to
activate it, as agreed
Existing fire control systems and fire extinguishers in the building on the date
of this offer, excluding press CO(2) Systems and certain fire extinguishers as
agreed
General Maintenance supplies including electrical conduit and supplies, as
agreed
Break Room furniture and equipment (owned by Seller)
All electrical transformers which are part of the electrical system, as agreed,
excluding the xxxxxxxxxxxx xx xxxxxxxx 0 (xxxxxx/xxxxxxxxx xxxx)
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EXHIBIT C
LEASE AGREEMENT
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This Lease Agreement, made and entered into this ____ day of
______________, 19___, by and between Xxxxx X. Xxxxxxxxx dba Wine Racks
Unlimited, hereinafter called "Lessor", and Multi-Color Corporation, a
_________________ corporation, hereinafter called "Lessee".
It is hereby mutually agreed as follows:
1. Demise. Term and Basic Rent. The Lessor, in consideration of the
agreements and covenants hereinafter set forth, does hereby grant, demise and
lease unto the said Lessee, its successors and assigns, space in the following
described buildings (#_____________) containing approximately _________________
square feet, commonly known as 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx,
hereinafter called the "Leased Premises."
TO HAVE AND TO HOLD the same unto the Lessee, its successors and
assigns, for a term of___ years commencing with the day of _______________, 19__
and ending _____________, 19__, unless sooner terminated as hereinafter
provided.
2. Basic Rent. Lessee shall pay to Lessor at Lessor's principal place
of business or such other place as Lessor shall in writing direct as basic rent
for the Leased Premises the sum of ________________________________ Dollars
($_____________) annually, payable in advance on the first day of each month in
equal monthly installments of ______________________ Dollars ($_____________).
This amount is based on rent equal to $2.00 per square feet per annum.
3. Utilities. Lessor agrees to pay for gas, steam heat, electric, water
rents and sewer services not used in Lessee's processing. Lessee agrees to pay
or cause to be paid all charges for gas, electricity, steam and air used in
processing and for telephone or other communication services used, rendered or
supplied in connection with the Leased Premises and all water rents and sewer
services or charges which are levied upon or charged against the Leased Premises
during the term of this Lease which are attributable to Lessee's processing.
Such charges shall be mutually determined and agreed to by Lessor and Lessee as
soon as possible after invoices from the applicable utility companies have been
received.
4. Maintenance and Repair. Lessee agrees to accept the Leased Premises
"as is" in its condition. Lessor shall be responsible for all interior and
exterior maintenance and repairs of and to the Leased Premises with exception of
improvements made by Lessee. At the expiration or any prior termination of this
Lease, Lessee shall surrender the Leased Premises to Lessor in as good a
condition as they now exist or as improved by Lessee, ordinary wear and tear and
reasonable use excepted.
5. Taxes and Assessments. The Lessee shall pay to the public officers
charged with the collection thereof; as additional rent, all real estate taxes,
assessments, and other governmental
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charges, general or specific, of any kind or nature whatsoever ("Tax") which
apply to Lessee's personal property. Lessor shall pay all Tax relating to the
real estate.
6. Insurance. Lessee, at Lessee's sole cost and expense, but for the
mutual benefit of the Lessor and Lessee, shall maintain general public liability
insurance against claims for injury, wrongful death, or property damage
occurring upon, in or about the Leased Premises with coverage in the amount of
$1,000,000.00. Lessee shall also be solely responsible for all tenant
improvements and contents in the Leased Premises and for insuring same and will
present evidence of same to Lessor upon request.
7. Alterations and Improvements. Lessee may not make any alterations or
improvements on the Leased Premises without first obtaining the prior written
consent of Lessor.
8. Destruction of the Premises. In the event of a partial or total
destruction of the Leased Premises, such as to render them unsuitable for the
business of the Lessee, then, at Lessor's option and in its sole discretion,
this Lease shall cease and come to an end, and Lessee shall be liable for the
rent only up to the time of such election to terminate this Lease. Lessor shall
elect within thirty (30) days after such destruction whether or not it will
terminate this Lease or allow the Lease to remain in full force and effect. In
any event, Lessee shall not be liable for rent of any period during which the
Leased Premises are unsuitable for the conduct of Lessee's business because of
such partial or total destruction.
9. Effect of Condemnation. If the whole or any part of the Leased
Premises shall be condemned or taken by the City of Cincinnati, or by any other
county, federal, state or other authority for any purpose during the term of
this Lease, Lessor shall have the right either to cancel the Lease and declare
the same null and void, or to continue the Lease under the terms and provisions
herein provided, except that the rent shall be reduced in proportion to the
amount of the Leased Premises taken for such public purposes. All damages
awarded for such taking shall belong to and be the property of Lessor.
10. Assignment and Subletting. Lessee may not assign or sublet the
Leased Premises or any portion thereof; without the prior written consent of
Lessor.
11. Indemnity of Lessor. Lessee agrees that it will indemnify and save
harmless Lessor from all fines, suits, proceedings, claims, demands and actions
of any kind or nature, of anyone whomsoever, arising or growing out of or
otherwise connected with the Lessee's occupation of the Leased Premises, and of
the entrances thereto, or exits therefrom, or by reason of any breach,
violation, or nonperformance of any covenant or condition hereof on the part of
the Lessee or any of its agents or employees, sublessees, or assignees except,
however, where such is due to the negligence of Lessor, its agents or employees.
12. Government Regulations. Lessee shall at its expense comply with all
valid laws, ordinances, rules and regulations of all government authorities
pertaining to use and occupancy of the Leased Premises, including compliance
with all local, state and federal environmental laws and regulations. Lessee
covenants and agrees that during the term of this Lease, neither Lessee nor any
of Lessee's agents, employees, contractors, invitees, assignees, or sublessees
shall cause or permit
15
any hazardous waste or hazardous substance (as defined under any federal or
state law) or any oil, petroleum or fractions or distillates thereof; to be
brought upon, kept, or used in, on, or about the Leased Premises, or transported
to or from the Leased Premises without the prior written consent of Lessor, at
Lessor's sole discretion.
13. Remedies of Lessor in Event of Default by Lessee. In the event
Lessee shall default in the payment of any monthly rental herein provided for,
or if Lessee shall default in performance of any of the covenants, promises or
agreements herein set forth and contained for Lessee to keep and perform, or if
Lessee shall abandon or vacate the Leased Premises during the term or any
renewal hereof; or if Lessee is adjudicated a bankrupt, or if a permanent
receiver is appointed for its property, including Lessee's interest in the
Leased Premises, or if; whether voluntarily or involuntarily, Lessee takes
advantage of any debtor relief proceeding under any present or future law
whereby the rent, or any part thereof; is or is proposed to be reduced or
payment thereof deferred, or if Lessee makes an assignment for the benefit of
creditors, and such rental is not paid or the other enumerated conditions
corrected within ten (10) days after receipt by Lessee from Lessor of a written
notice to do so, or if the Leased Premises or Lessee's effects or interest
therein should be levied upon or attached under process against Lessee, and is
not satisfied or dissolved within thirty (30) days after written notice from
Lessor to Lessee to obtain satisfaction or dissolution thereof; then, and in any
of said events (said events being hereinafter referred to as events of default),
Lessee shall be deemed to have breached this Lease Agreement and Lessor shall
have the right at its option either to:
(a) Enter upon and take possession of the Leased Premises as
Lessee's agent without terminating this Lease, and to rerent the Leased
Premises at the best price obtainable by reasonable effort, without
advertisement, and by private negotiations, and for any term Lessor
deems proper. Lessee shall thereupon become and thereafter be liable
and indebted to Lessor for, and upon demand then or from time to time
thereafter made, shall promptly pay to Lessor the difference between
the amount of the rent herein specified and the amount of rent which
shall be collected and received from the Leased Premises for each month
during the residue of the term herein remaining after the default of
Lessee; or
(b) Forthwith cancel and terminate this Lease by notice in
writing to Lessee, and if such notice shall be given, all rights of
Lessee to use and occupy the Leased Premises shall terminate as of the
date set forth in such notice, and Lessee will at once surrender
possession of the Leased Premises to Lessor and remove all of its
effects therefrom, and Lessor may forthwith re-enter the Leased
Premises and repossess itself thereof. No termination of this Lease
prior to the normal expiration thereof shall affect Lessor's right to
collect rent for the period prior to termination thereof.
(c) Lessee shall pay upon demand, a sum equal to the entire
rent due for the remaining term of this Lease
The rights provided for herein are cumulative and not restrictive of
any other and further rights provided by law; and no delay or failure of Lessor
to exercise any right herein or by law provided, or to insist upon strict
compliance by Lessee with the terms and provisions hereof; shall constitute a
waiver of Lessor's rights thereafter to exercise and avail itself of said right
or thereafter
16
to demand strict compliance by Lessee with the terms and provisions thereof.
14. Surrender of Possession and Holding Over. Lessee shall surrender
possession of the Leased Premises to Lessor at the expiration or any prior
termination of the original term of this Lease. Failure by Lessee so to
surrender the Leased Premises and any holding over by Lessee shall not operate,
except by express mutual written agreement between the parties hereto, to extend
or renew this Lease, and in the absence of such agreement, all other terms of
this Lease shall remain in full force and effect and shall apply as a month to
month tenancy, and either party may thereafter terminate such occupancy at the
end of any calendar month by first giving to the other party at least thirty
(30) days notice in writing of the intention to do so.
15. Quiet Enjoyment. Lessor covenants that Lessee, on paying the rental
herein provided, and on keeping, observing and performing all other terms,
covenants and agreements herein contained on the part of the Lessee to be kept,
observed and performed, shall during the term hereof; peaceably and quietly
have, hold and enjoy the Leased Premised by the full term of this Lease.
IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands
this _____ day of ______________, 19__.
Signed and Acknowledged
in the Presence of:
LESSEE
MULTI-COLOR CORPORATION
(1)__________________________ By:____________________________
Printed Name:__________________________
Name:________________________ Title:_________________________
(2)__________________________
Printed
Name:________________________
17
EXHIBIT D
PRE-CLOSING LEASE
-----------------
This Lease Agreement, made and entered into this ____ day of
__________, 19__, by and between Multi-Color Corporation, a corporation,
hereinafter called "Lessor" and Xxxxx X. Xxxxxxxxx dba Wine Racks Unlimited,
hereinafter called "Lessee".
It is hereby mutually agreed as follows:
1. Demise, Term and Basic Rent. The Lessor, in consideration of the
agreements and covenants hereinafter set forth, does hereby grant, demise and
lease unto the said Lessee, its successors and assigns, space in the following
described buildings (#10A, 10B, 11, 12, 13, 16, 17, 18, 19 and 21 and 8,000
square feet of office space on third floor as specified by Lessee) containing
approximately 96,000 square feet, commonly known as 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx, hereinafter called the "Leased Premises."
TO HAVE AND TO HOLD the same unto the Lessee, its successors and
assigns, for a term commencing with the first day of March, 1998 and ending on
the earlier of (i) the date of closing on the sale of 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx by Lessor to Lessee or (ii) the date the environmental
remediation is completed pursuant to Section 9 of the Agreement between Lessor
and Lessee dated _________________, 1997.
2. Basic Rent. Lessee shall pay to Lessor at Lessor's principal place
of business or such other place as Lessor shall in writing direct as basic rent
for the Leased Premises the sum of Ninety Six Thousand Dollars ($96,000.00)
annually, payable in advance on the first day of each month in equal monthly
installments of Eight Thousand Dollars ($8,000.00). This amount is based on rent
equal to $1.00 per square foot per annum.
3. Utilities. Lessor agrees to pay for gas, steam heat, electric, water
rents and sewer services not used in Lessee's processing. Lessee agrees to pay
or cause to be paid all charges for gas, electricity, steam and air used in
processing and for telephone or other communication services used, rendered or
supplied in connection with the Leased Premises and all water rents and sewer
services or charges which are levied upon or charged against the Leased Premises
during the term of this Lease which are attributable to Lessee's processing.
Such charges shall be mutually determined and agreed to by Lessor and Lessee as
soon as possible after invoices from the applicable utility companies have been
received.
4. Maintenance and Repair. Lessor shall be responsible for all interior
and exterior maintenance and repairs of and to the Leased Premises with
exception of improvements made by Lessee. At the expiration or any prior
termination of this Lease, Lessee shall surrender the Leased Premises to Lessor
in as good a condition as they now exist or as improved by Lessee, ordinary wear
and tear and reasonable use excepted.
18
5. Taxes and Assessments. The Lessee shall pay to the public officers
charged with the collection thereof; as additional rent, all real estate taxes,
assessments, and other governmental charges, general or specific, of any kind or
nature whatsoever ("Tax") which apply to Lessee's personal property. Lessor
shall pay all Tax relating to the real estate.
6. Insurance. Lessee, at Lessee's sole cost and expense, but for the
mutual benefit of the Lessor and Lessee, shall maintain general public liability
insurance against claims for injury, wrongful death, or property damage
occurring upon, in or about the Leased Premises with coverage in the amount of
$1,000,000,000.00. Lessee shall also be solely responsible for all tenant
improvements and contents in the Leased Premises and for insuring same and will
present evidence of same to Lessor upon request.
7. Destruction of the Premises. In the event of a partial or total
destruction of the Leased Premises, such as to render them unsuitable for the
business of the Lessee, then, at Lessee's option and in its sole discretion,
this Lease shall cease and come to an end, and Lessee shall be liable for the
rent only up to the date of destruction. In any event, Lessee shall not be
liable for rent of any period during which the Leased Premises are unsuitable
for the conduct of Lessee's business because of such partial or total
destruction.
8. Effect of Condemnation. If the whole or any part of the Leased
Premises shall be condemned or taken by the City of Cincinnati, or by any other
county, federal, state or other authority for any purpose during the term of
this Lease, Lessee shall have the right either to cancel the Lease and declare
the same null and void, or to continue the Lease under the terms and provisions
herein provided, except that the rent shall be reduced in proportion to the
amount of the Leased Premises taken for such public purposes. All damages
awarded for such taking shall belong to and be the property of Lessor.
9. Assignment and Subletting. Lessee may not assign or sublet the
Leased Premises or any portion thereof, without the prior written consent of
Lessor, which consent will not be unreasonably withheld.
10. Indemnity of Lessor. Lessee agrees that it will indemnify and save
harmless Lessor from all fines, suits, proceedings, claims, demands and actions
of any kind or nature, of anyone whomsoever, arising or growing out of or
otherwise connected with the Lessee's occupation of the Leased Premises, and of
the entrances thereto, or exits therefrom, or by reason of any breach,
violation, or nonperformance of any covenant or condition hereof on the part of
the Lessee or any of its agents or employees, sublessees, or assignees except,
however, where such is due to the negligence of Lessor, its agents or employees.
11. Government Regulations. Lessee covenants and agrees that during the
term of this Lease, neither Lessee nor any of Lessee's agents, employees,
contractors, invitees, assignees, or sublessees shall cause or permit any
hazardous waste or hazardous substance (as defined under any federal or state
law) or any oil, petroleum or fractions or distillates thereof; to be brought
upon, kept, or used in, on, or about the Leased Premises, or transported to or
from the Leased Premises without the prior written consent of Lessor, at
Lessor's sole discretion, except for such substances required for Lessee's
manufacturing processes. Notwithstanding anything to the contrary herein, Lessee
shall
19
not have any liability relating to the environmental condition of the Property
not caused directly by Lessee.
12. Remedies of Lessor in Event of Default by Lessee. In the event
Lessee shall default in the payment of any monthly rental herein provided for,
or if Lessee shall default in performance of any of the covenants, promises or
agreements herein set forth and contained for Lessee to keep and perform, or if
Lessee shall abandon or vacate the Leased Premises during the term or any
renewal hereof; or if Lessee is adjudicated a bankrupt, or if a permanent
receiver is appointed for its property, including Lessee's interest in the
Leased Premises, or if; whether voluntarily or involuntarily, Lessee takes
advantage of any debtor relief proceeding under any present or future law
whereby the rent, or any part thereof; is or is proposed to be reduced or
payment thereof deferred, or if Lessee makes an assignment for the benefit of
creditors, and such rental is not paid or the other enumerated conditions
corrected within ten (10) days after receipt by Lessee from Lessor of a written
notice to do so, or if the Leased Premises or Lessee's effects or interest
therein should be levied upon or attached under process against Lessee, and is
not satisfied or dissolved within thirty (30) days after written notice from
Lessor to Lessee to obtain satisfaction or dissolution thereof; then, and in any
of said events (said events being hereinafter referred to as events of default),
Lessee shall be deemed to have breached this Lease Agreement and Lessor shall
have the right at its option either to:
(a) Enter upon and take possession of the Leased Premises as
Lessee's agent without terminating this Lease, and to rerent the Leased
Premises at the best price obtainable by reasonable effort, without
advertisement, and by private negotiations, and for any term Lessor
deems proper. Lessee shall thereupon become and thereafter be liable
and indebted to Lessor for, and upon demand then or from time to time
thereafter made, shall promptly pay to Lessor the difference between
the amount of the rent herein specified and the amount of rent which
shall be collected and received from the Leased Premises for each month
during the residue of the term herein remaining after the default of
Lessee; or
(b) Forthwith cancel and terminate this Lease by notice in
writing to Lessee, and if such notice shall be given, all rights of
Lessee to use and occupy the Leased Premises shall terminate as of the
date set forth in such notice, and Lessee will at once surrender
possession of the Leased Premises to Lessor and remove all of its
effects therefrom, and Lessor may forthwith re-enter the Leased
Premises and repossess itself thereof. No termination of this Lease
prior to the normal expiration thereof shall affect Lessor's right to
collect rent for the period prior to termination thereof.
(c) Lessee shall pay upon demand, a sum equal to the entire
rent due for the remaining term of this Lease.
The rights provided for herein are cumulative and not restrictive of
any other and further rights provided by law; and no delay or failure of Lessor
to exercise any right herein or by law provided, or to insist upon strict
compliance by Lessee with the terms and provisions hereof; shall constitute a
waiver of Lessor's rights thereafter to exercise and avail itself of said right
or thereafter to demand strict compliance by Lessee with the terms and
provisions thereof.
20
13. Surrender of Possession and Holding Over. Lessee shall surrender
possession of the Leased Premises to Lessor at the expiration or any prior
termination of the original term of this Lease. Failure by Lessee so to
surrender the Leased Premises and any holding over by Lessee shall not operate,
except by express mutual written agreement between the parties hereto, to extend
or renew this Lease, and in the absence of such agreement, all other terms of
this Lease shall remain in full force and effect and shall apply as a month to
month tenancy, and either party may thereafter terminate such occupancy at the
end of any calendar month by first giving to the other party at least thirty
(30) days notice in writing of the intention to do so.
14. Quiet Enjoyment. Lessor covenants that Lessee, on paying the rental
herein provided, and on keeping, observing and performing all other terms,
covenants and agreements herein contained on the part of the Lessee to be kept,
observed and performed, shall during the term hereof; peaceably and quietly
have, hold and enjoy the Leased Premised by the full term of this Lease.
IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands
this _____ day of ______________, 19__.
Signed and Acknowledged
in the Presence of:
LESSEE
MULTI-COLOR CORPORATION
(1)__________________________ By: /s/ XXXX X. XXXXXXXXXX
Printed -----------------------------
Name:________________________ Name: Xxxx X. Xxxxxxxxxx
---------------------------
Title: Vice President
--------------------------
(2)__________________________
Printed
Name:________________________
21
EXHIBIT E
"SELLER'S WORK"
---------------
1. City Inspection Department to inspect elevators A, B, C and D as shown
on Floor Plan and Seller to put in good working order. The cost will
not exceed $20,000 total.
2. Repair exterior brick wall (approximately 4 to 5 feet) on railroad side
inside the boiler room where it is damaged.
3. Remove all underground storage tanks, and all other tanks on the
Property and all relating piping.
4. Complete Seller's planned installation of zone flow control valves and
thermostats on the steam heating system, coordinating such installation
with Purchaser in accordance with the diagram attached to the Agreement
as Exhibit G.
5. Except as provided herein in regard to the Solvent Recovery System,
Seller will remove all presses, processing machinery, all materials and
all other trade fixtures from the premises prior to closing and restore
the Property to the original condition where equipment was removed.
This includes taking all machine specific electrical lines back to the
breaker panel from which they originate and capping the holes. This
includes taking all machine specific air lines not attached to a
permanent wall or post back to ceiling height and capping the openings.
This includes taking all non-heat steam lines back to the nearest
continuously flowing supply or return line and capping. This includes
capping (weather proofing, sealing against air infiltration and
insulating to X-x 1 minimum) all roof openings by which ducts and other
mechanicals exit the building when they are removed. The removal and
restoration should be completed in a professional manner with
consideration of the structural integrity of the building and industry
accepted standards. The interior space of the buildings should be
unencumbered except where permanent partitions or posts are located up
to the mechanical feed lines on the ceiling.
6. Sprinklers are to be functional throughout the building on all floors.
7. Building #19 is to be reconnected to the steam heating system and the
gas space heater is to be removed. Steam heating is to be sufficient to
keep building #19 at 65 degrees.
8. Repair upper floor areas that are blocked with caution tape.
9. Repair and/or replace all broken glass.
10. Repair steam heater in office area.
Items 7-10 are budgeted at $14,000 and Seller will not be obliged to pay more
than the budgeted amount or the amount necessary to complete the improvements.
The work on these items will be coordinated between Seller and Purchaser.
22
EXHIBIT F
"PURCHASER'S WORK"
------------------
1. Install a rolling dock door in the middle of the side of Building #19
facing the parking lot between two posts above the concrete knee wall.
This work will be performed by the subcontractor specified by the
Purchaser.
2. Install an opening between 13' and 14' wide by 12' high in the center
of the wall dividing the two portions of Building #19 across from the
rolling dock door being installed in the exterior side of Building #19.
This work will be performed by the subcontractor specified by the
Purchaser.
3. Install electrical sub-panels and specific electrical receptacles and
drop receptacles as specified by Purchaser. This work shall be
completed by the Seller's in-house maintenance men in coordination with
the Purchaser's construction manager, Xx Xxxxx.
4. Install air line as specified by Purchaser. This work shall be
completed by the Seller's in-house maintenance men in coordination with
the Purchaser's construction manager, Xx Xxxxx.
Seller will be reimbursed directly in cash at closing or upon
Pre-Closing Lease commencement for these costs plus a 10%
administrative fee.
23
FIRST AMENDMENT TO AGREEMENT
This First Amendment to Agreement ("First Amendment") made by and
between Multi-Color Corporation, a ______________ (sometimes called "Seller")
and Xxxxx X. Xxxxxxxxx dba Wine Racks Unlimited (hereinafter sometimes called
"Purchaser".
WHEREAS, Seller and Purchaser entered into an Agreement dated December
5, 1997 ("Agreement") for Seller's real estate known as 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx ("Real Property") together with some personal property. The
Real Property ad the personal property shall be collectively referred to as the
"Property").
WHEREAS, Seller and Purchaser have completed some of the due diligence
affecting the Property and desire to amend certain terms of the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is acknowledged by the parties hereto and in consideration of
the premises, conditions and covenants herein contained, Seller and Purchaser do
hereby mutually agree as follows:
1. Gas Station Parcel. That part of the Real Property commonly known as
the "Gas Station Parcel", which is more particularly described on Exhibit A
attached hereto, will not be conveyed by Seller to Purchaser under the
Agreement. At closing Seller shall grant Purchaser a perpetual exclusive
easement for pedestrian and vehicular access and parking and all other lawful
uses. The terms of this easement shall also contain a provision that Purchaser
shall have the option to purchase the Gas Station Parcel for $1.00 at any time
and that Purchaser may improve or construct alterations on the Gas Station
Parcel without the consent of Seller. Such easement shall be drafted by
Purchaser's counsel and be reasonably acceptable to Seller's counsel. Such
drafting and review shall be completed on or before January 15, 1998.
Notwithstanding anything in this section to the contrary, Seller shall
have all of the same obligations to convey good title to this easement over the
Gas Station Parcel as set forth in the Agreement for the Real Property.
2. Closing Date. The closing date under the Agreement shall be March 1,
1998. In the event that the closing does not occur on or before March 1, 1998
due to no fault of Purchaser, Seller and Purchaser shall enter the "Pre-Closing
Lease" as defined in the Agreement except that the rent shall be one cent per
square foot per annum. Purchaser shall pay a pro rata share of utilities based
on the square footage occupied by Purchaser of the entire Real Property.
If, by February 1, 1998, Seller cannot assure Purchaser that Seller's
presses in Building No. 17 and No. 19 will be out of Purchaser's operational
space as defined in the Agreement by March 1, 1998, then Seller will pay
Purchaser $25,000.00 on February 1, 1998, which is the cost to run electrical
wiring and air lines to alternate and temporary locations. In addition, Seller
will pay Purchaser $15,000.00 per month for each month from and including March
1997 that Seller's presses are within Purchaser's operational area. This is the
cost of lost operational efficiency that Purchaser will suffer due to the
alternative layout. It is imperative that all other equipment and supplies owned
by Seller be removed from Purchaser's operations space by March 1, 1998.
Anything left in
24
Purchasers' operational area other than Seller's presses will be removed to the
parking lot and the cost to do so will be paid by Seller upon receipt of invoice
from Purchaser. Seller will not be responsible for damage in moving these items.
If Seller certifies on February 1, 1998 that Seller will have the presses out of
Purchaser's operational space by March 1, 1998 and Seller does not succeed in
removing them by March 1, 1998, Seller will pay Purchaser $75,000.00, which
represents the cost to rewire the building plus extreme business interruption,
in addition to the $15,000 per month described above.
3. Solvent Recovery System. Seller shall pay Purchaser $1.00 per year
as rent to allow Seller to leave the Solvent Recovery System in the parking lot
of the Real Estate for a period of one year from the date of closing. All other
terms of the Agreement regarding the Solvent Recovery System shall remain in
full force and effect, except that the license shall be a lease, the terms and
conditions of which will be agreed upon by Seller and Purchaser on or before
January 15, 1998. Seller shall disconnect Solvent Recovery System from Building
before February 23, 1998.
4. Purchaser's Work. With respect to Purchaser's Work, Seller and Xxxxx
X. Xxxxxxxxx dba Xxxxxxxxx Construction Co. ("Construction Co.") shall enter a
contract for the completion of Purchaser's Work on or before February 23, 1998.
The purchase price at closing shall be increased to $1,000,000.00 to reflect the
cost of the contract with Construction Co. for Purchaser's Work of $50,000.00.
The requirement that Purchaser make additional deposits with the broker,
Cincinnati Commercial Real Estate, Inc. to be applied as the xxxxxxx money is
applied under Section 2 of the Agreement is hereby deleted.
5. Environmental. Seller will provide to Purchaser the written Phase II
report and remediation plan on or before December 31, 1997. Seller shall
complete all remediation on or before February 15, 1998.
6. Contingencies. Purchaser shall complete its building inspections by
January 5, 1998. Purchaser will accelerate its contingency date response for
contingencies under sections 5(a)(i)(ii)(iii)(iv) and (vii) of the Agreement to
a date on or before January 5, 1998. The condition under 5(a)(vi) of the
Agreement regarding Exhibit C, Lease Agreement shall be satisfied on or before
January 5, 1998. Seller is to inform Purchaser of space required and length of
time requested by December 31, 1997. Seller shall provide copies of all
pertinent legal documentation regarding the Property to Purchaser immediately,
including but not limited to research on all building systems, telephone,
intercom systems and fork lift.
7. Seller's Work. Seller shall begin Seller's Work during the week of
December 22, 1997, obtain 85% completion of Seller's Work by February 1, 1998
and complete Seller's Work by February 15, 1998. Two sections of Seller's Work
were capped on costs. Those areas are to be researched by January 15, 1998. If
the Seller determines that this work cannot be completed within the agreed upon
budget, then Seller is to consult with Purchaser on or before January 8, 1998 to
determine Purchaser's preference as to what should be fixed within the budget.
8. Authority. Seller agrees to provide Purchaser with evidence of its
authority to complete this transaction, including but not limited to corporate
resolutions, as reasonably requested by Purchaser, on or before January 15,
1998.
25
9. Dust Collectors. The Cyclone Dust Collectors shall be removed form
the roof and placed in the parking lot simultaneously. The cost shall be shared
equally by Seller and Purchaser and paid promptly upon invoice and such work
shall be completed on or before February 23, 1998.
10. Seller's Possession. Seller shall be entitled to remain on the Real
Property, at no cost to Seller, until April 1, 1998 in order to complete the
move of Seller's property to its designated space under Exhibit C to the
Agreement, as long as such property is moved from Purchaser's operational space
on or before March 1, 1998.
11. Purchaser's Possession. Purchaser shall have the right to move some
non-operational property to the Property beginning February 1, 1998 without
interfering with Seller's operation, at no cost to Purchaser.
12. Encroachments. Seller shall obtain from the City of Cincinnati on
or before January 31, 1998, a quit claim deed (acceptable to Purchaser) of
property on Eastern Avenue on which Seller's improvements are located, as
identified in the survey by Xxxxxxx & Associates, Inc. dated July 13, 1994.
13. Defined Terms. All defined terms set forth in the Agreement shall
have the same meaning in this First Amendment.
14. Conflicts. In the event of a conflict between the terms of this
Agreement and the terms of the Agreement, the terms and condition of this First
Amendment shall control.
IN WITNESS WHEREOF, Seller and Purchaser have executed this First
Amendment on the dates set forth below.
SELLER:
MULTI-COLOR CORPORATION
/s/ XXXX X. XXXXXXXXXX
----------------------------
Date: December 29, 1997
-----------------------
26
PURCHASER:
/s/ XXXXX X. XXXXXXXXX
-------------------------------------------
Xxxxx X. Xxxxxxxxx dba Wine Racks Unlimited
Date: 12/29/97
--------------------------------------
27
EXHIBIT A
---------
GAS STATION PARCEL DESCRIPTION
------------------------------
See Attached
28
SECOND AMENDMENT TO AGREEMENT
THE AGREEMENT TO PURCHASE 0000 XXXXXXX XXXXXX BETWEEN MULTI-COLOR CORPORATION
AND WINE RACKS UNLIMITED WILL BE AMENDED AS FOLLOWS: MULTI-COLOR CORPORATION
WILL NO LONGER BE RESPONSIBLE TO REMOVE THE DUCT WORK BETWEEN THE SOLVENT
RECOVER SYSTEM AND THEIR EQUIPMENT. THIS IS STARTING WITH THE MAIN TRUNK LINE AT
THE SOLVENT RECOVER SYSTEM. IN RETURN, ALL THE DUCT WORK AND ACTIVATING SYSTEM
BETWEEN MULTI-COLORS PRESSES AND MACHINE AND THE SOLVENT RECOVER SYSTEM IS TO
BECOME THE PROPERTY OF WINE RACKS UNLIMITED.
/s/ XXXX XXXXXXXXXX DATE 1/28/98
------------------------------------------------ ----------------------------
XXXX XXXXXXXXXX, MULTI-COLOR CORPORATION
/s/ XXXXX XXXXXXXXX DATE 1/28/98
------------------------------------------------ ----------------------------
XXXXX X. XXXXXXXXX, WINE RACKS UNLIMITED
29
THIRD AMENDMENT TO AGREEMENT
This Third Amendment to Agreement ("Third Amendment") made and entered
into this 16 day of February , 1998 by and between Xxxxx X. Xxxxxxxxx dba Wine
Racks Unlimited (hereinafter called "Purchaser") and Multi-Color Corporation, a
_______________ corporation, (hereinafter called "Seller").
WHEREAS, Purchaser and Seller entered into an Agreement dated December
5, 1997 ("Agreement") for Seller's real estate known as 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx (hereinafter called the "Real Property") together with some
personal property. The Real Property and the personal property shall be
collectively referred to as the "Property";
WHEREAS, Purchaser and Seller amended the Agreement by First Amendment
to Agreement dated December 29, 1997 and by Second Amendment to Agreement dated
January 28, 1998;
WHEREAS, the Agreement, First Amendment to Agreement and Second
Amendment to Agreement shall hereafter referred to as the "Agreement"; and
WHEREAS, Seller and Purchaser desire to amend certain terms and
conditions of the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is acknowledged by the parties hereto and in consideration of
the premises, conditions and covenants herein contained, Seller and Purchaser do
mutually agree as follows:
1. All of the explosion proof light fixtures in the factory as of
February 4, 1998 shall be included as part of the Property being sold to
Purchaser.
2. Seller shall remove all of its machinery and fixtures from Building
No. 18 on or before February 13, 198 and shall have the floor to Building No. 18
cleaned on or before February 13, 1998.
3. Seller shall remove all of its personal property, products, fixtures
and machinery (with the exception of the letter press) from Building Nos. 11, 12
and 13 on or before February 23, 1998.
4. Seller has not completed all of its work as required under Section
10 of the Agreement. Purchaser has agreed to proceed with closing and receive
payment for such work in the amount of $40,530 (which is an amount equal to
$40,78, the cost of Seller's work to be performed by Purchaser, less shelving in
the central supply room at a cost of $250).
5. The sum of $40,530 shall be paid by Seller to Purchaser prior to the
closing on March 2, 1988. This payment shall be made in cash or certified check
payable to Purchaser and shall be paid even if the transaction does not close
due to no fault of Purchaser.
30
February 2, 1998
Mr. Xxxx Xxxx or
Xx. Xxxx Xxxxxxxxxx
Multi-Color Corporation
000 X. Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
RE: XXXXX X. XXXXXXXXX, DBA DECKEBACH CONSTRUCTION CO.
Gentlemen:
Xxxxx X. Xxxxxxxxx, dba Xxxxxxxxx Construction Co. ("Construction Co.")
hereby offers to complete that work ("Work") listed on Exhibit F attached hereto
for a cost of $50,000.00.
Construction Co. will complete such Work on or before February 23,
1998.
Seller shall pay Construction Co. for such Work by certified or
cashier's check on the earlier of (i) the date of Seller's closing with Xxx
Xxxxxxxxx, dba Wine Racks Unlimited for property at 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx; or (ii) February 27, 1998.
If you are in agreement with the terms of this letter, please sign
below.
MULTI-COLOR CORPORATION
/s/ XXXXX X. XXXXXXXXX By: /s/ XXXX X. XXXXXXXXXX
--------------------------- ---------------------------
Xxxxx X. Xxxxxxxxx, dba Name: Xxxx X. Xxxxxxxxxx
-------------------------
Deckebach Construction Co. Title: Vice President
------------------------
Date: 3/2/98 Date: 3/2/98
---------------------- -------------------------
31
February 6, 1998
Mr. Xxxx Xxxxx or
Xx. Xxxx Xxxxxxxxxx
Multi-Color Corporation
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
RE: XXXXX X. XXXXXXXXX, DBA DECKEBACH CONSTRUCTION CO.
("CONSTRUCTION CO.") SUPPLEMENT TO LETTER AGREEMENT
Gentlemen:
Please be advised that this letter modifies my letter to you of
February 2, 1998 in which you agreed to pay Construction Co. on or before
February 27, 1998 the sum of $50,000. This letter hereby amends the payment date
until March 2, 1998. In the event this payment is not made prior to the closing
of Seller with Xxx Xxxxxxxxx, dba Wine Racks Unlimited, there will be no closing
between Seller and Xxx Xxxxxxxxx, dba Wine Racks Unlimited, due to no fault of
Xxx Xxxxxxxxx, dba Wine Racks Unlimited.
If you are in agreement with the terms of this letter, please sign
below.
MULTI-COLOR CORPORATION
By: /s/ XXXX X. XXXXXXXXXX
-----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
---------------------------------------
Title: Vice President
--------------------------------------
/s/ XXXXX X. XXXXXXXXX
--------------------------------------------
Xxxxx X. Xxxxxxxxx, dba Wine Racks Unlimited
