LEASE AGREEMENT
Exhibit 10.2
LEASE AGREEMENT
THIS LEASE AGREEMENT (the “Lease”), dated ___________________ 2004, is between WM LIMITED PARTNERSHIP – 1998, d/b/a Wendy’s of Michigan, a Michigan limited partnership whose address is 0000 Xxxx Xxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxx 00000 (“Lessee”), and ___________________________________________, a _______________________________________________________________ whose address is ___________________________________________________________________(“Lessor”).
RECITALS:
2.1 Commencement Date. The "Commencement Date" shall be ____________________.
2.3 Lessee’s Options to Extend Initial Term. Lessee shall have two options to extend the initial term of this Lease; the first option for an additional period of ten (10) years for a possible extension until ___________, 20__, and the second option for an additional period of ten (10) years for a possible extension until ___________, 20__. After the exercise of each option to extend, all references in this Lease to the term shall be considered to mean the term as extended, and all references to the termination or to the end of the term shall be considered to mean the termination or end of the term as so extended. Lessee’s right to said option is conditioned upon Lessee giving Lessor written notice exercising the extension at least one hundred eighty (180) days before the expiration of the initial term or applicable extension term.
2.4 Lessee’s Franchise Agreement. Lessee shall retain the exclusive right, with 30 days prior written notice, to terminate this Lease in the event that Lessee’s franchise agreement relating to the Lessee’s operations on the Premises expires or terminates.
3.1 Base Rent: During the term of the Lease, “Base Rent” shall be due from the Lessee in a fixed annual amount of $__________ (__________________________Dollars), payable in equal consecutive monthly installments of $______ (___________________ Dollars). Base Rent shall be payable in twelve (12) equal payments (each payment a “Monthly Rental”), due and payable on the first day of each calendar month.
3.2 Base Rent Adjustments: Upon each five year anniversary of the Commencement Date during the initial term and any renewals thereof, the Base Rent shall increase by five percent (5%) of the then current Base Rent (the “Base Rent Adjustments”).
3.3 Partial Months: In the event the commencement date of the Monthly Rental hereunder is a day other than the first day of a month, Lessee shall pay, upon said Commencement Date, a pro rata portion of the Monthly Rental in the ratio that the number of days remaining in said fractional month bears to the total number of days of such month. The final installment of said rental shall be similarly prorated.
4.1 Use Allowed. The Premises shall be occupied by Lessee for the operation of a Wendy's restaurant or any other lawful use.
4.2 Use Restriction:
(a) Nuisances. No use shall be made or permitted of the Premises which shall constitute a nuisance.
(b) Compliance with Laws. Lessee shall use its best efforts to comply with all governmental rules, regulations, ordinances, statutes and laws now in force or which may hereafter be in force pertaining to the Premises and to Lessee’s use thereof. Should Lessee inadvertently violate any of the same, Lessee shall, as soon as reasonably possible after discovery of any such violation, take all measures reasonably necessary to comply with the law.
4.3 Use Exclusive. If the Premises are located adjacent to a contiguous development owned or controlled by Lessor (the “Development”), Lessor hereby covenants to not sell or lease any other parcel within the Development to another party having a similar concept or menu plan as Lessee’s.
5. LESSEE REIMBURSEMENTS: In addition to the Rent, Lessee shall pay the following items, hereinafter called “Reimbursements”:
5.1 Taxes. Lessee shall pay all real property taxes and general and special assessments (“Real Property Taxes”) levied and assessed against the buildings, other improvements, and land which constitute the Premises. Lessee shall not be required to pay any municipal, county, state, or federal income or franchise taxes of Lessor, or any municipal, county, state, or federal estate, succession, inheritance, or transfer taxes of Lessor. Lessor shall use best efforts to cause the assessor’s office to issue a separate tax xxxx for the Premises, and Lessor may direct the taxing authority to send the statements directly to Lessee.
5.2 Contests. Lessee may, if it in good faith disputes the validity or amount of any such tax or assessment, contest the same, but shall indemnify and hold Lessor harmless with respect to any such action. Lessor agrees that any contest or review initiated by Lessee as provided herein may be maintained at the election of Lessee, in the name of Lessee, or in the name of Lessor, or in the name of both Lessor and Lessee, and for that purpose Lessor does hereby constitute Lessee as Lessee’s true and lawful attorney-in-fact, which appointment shall be coupled with an interest and is irrevocable. Lessor agrees to join in and fully cooperate with any such contest or review if requested by Lessee or required by law or regulations, and further agrees to execute and acknowledge such documents, instruments, assents and other papers as may be required or necessary. The legal proceedings referred to in this Paragraph which may be prosecuted by Lessee shall include appeals from any judgments, decrees or orders and such review of determinations of any administrative bodies and officers as may be deemed appropriate by Lessee. Any refund or rebate obtained pursuant to such proceedings shall be paid in its entirety to Lessee, unless the taxes challenged covered property in addition to the Premises; in that event, any refund shall be paid first to Lessee to the extent of its costs and expenses for contesting the taxes and to the extent the refund or rebate relates to taxes previously paid (or to be paid) by Lessee, and the balance of such refund allocated equitably among the other owners of the parcel covered by such taxes.
5.3 Insurance Premiums. Lessee shall pay the insurance premiums on the Premises, the buildings, furniture, fixtures, equipment and other improvements located thereon consistent with Paragraph 12. Lessor shall be named as an additional insured on all such policies.
5.4 Other Taxes. Except or otherwise specifically provided herein, Lessor expressly agrees that Lessee shall not be obligated to pay any income tax, profits tax, tax on rents, excise tax, inheritance tax, transfer tax, estate tax, succession tax or franchise tax that may be levied against Lessor’s interest in the Premises or that may be payable by or chargeable to Lessor under any present or future law of the United States, the State of Michigan, or any political subdivision thereof.
6. FURNITURE, FIXTURES & EQUIPMENT: Lessee (or its designee) shall, at its cost and expense, place, install or maintain, the equipment, furniture and fixtures as Lessee shall deem necessary or appropriate for the purpose of carrying on business upon the Premises including, but not limited to, chairs, tables, stoves, hoods, coolers, preparation areas and other restaurant related items (the “Restaurant Equipment Package”). All of the Restaurant Equipment Package shall, for the purpose of this Lease, be treated as personal property of the Lessee, no matter how affixed, and at no time shall Lessor have any rights therein until and unless granted by a written instrument subsequent to this Lease, and executed by both Lessee and Lessor. Lessor shall execute waivers of lien on said personal property, upon request of Lessee. Lessee shall pay any personal property taxes assessed on the Restaurant Equipment Package or other personal property.
9.1 Lessor’s Responsibility. Lessor shall not be required or obligated to make any changes, alterations, additions, improvements or repairs in, on or about the Premises, the Improvements, or any part thereof, during the term of this Lease.
9.2 Lessee’s Responsibility. Lessee shall, at its sole cost and expense, keep and maintain the Premises and all improvements (including landscaping on the Premises) thereon in good order and repair, ordinary wear and tear excepted. Lessee shall make any and all additions to or alterations or repairs in and about the Premises and the improvements which they desire or which may be required by all public laws, ordinances and regulations.
11.1 Indemnification of Lessor. Lessee will, in all events, indemnify and save Lessor harmless from and against any and all claims, actions, damages, liability and expense in connection with the loss of life, personal injury, or damage to property arising from or out of any breach of this Lease or any occurrence in, upon or at the Premises or the occupancy or use of same, or any part thereof, by Lessee or its respective agents, contractors, employees, sub-tenants, licensees, invitees or others, without limitation except for those matters which stem directly from Lessor’s negligence, omissions or intentional acts. In the event Lessor shall, with no fault on its part, be made a party to any litigation commenced by or against Lessee, then Lessee shall protect and hold Lessor harmless and pay all costs, expenses and reasonable attorney’s fees paid or incurred by Lessor in connection with such litigation.
11.2 Indemnification of Lessee. Lessor will, in all events, indemnify and save Lessee harmless from and against any and all claims, actions, damages, liability and expense in connection with the loss of life, personal injury, or damage to property arising from or out of any breach of this Lease or any occurrence in, upon or at the Premises or the occupancy or use of same, or any part thereof, by Lessor or its respective agents, contractors, employees, sub-tenants, licensees, invitees or others, without limitation except for those matters which stem directly from Lessee’s negligence, omissions or intentional acts. In the event Lessee shall, with no fault on its part, be made a party to any litigation commenced by or against Lessor, then Lessor shall protect and hold Lessee harmless and pay all costs, expenses and reasonable attorney’s fees paid or incurred by Lessee in connection with such litigation.
12.1 Policy Form and Evidence of Coverage. All policies of insurance provided for herein shall be written as primary policies (naming Lessor as an additional insured), and shall contain an endorsement requiring ten days prior written notice to Lessor prior to cancellation or a change that provides for less coverage, scope or amount of any such policy, and shall be subject to such deductible amounts as Lessee deems reasonable. Upon request, Lessee shall supply Lessor with a true and correct copy of all such policies or a certificate of insurance reflecting the coverage. Notwithstanding anything to the contrary contained in this Paragraph, Lessee’s obligations to carry insurance as provided herein may be brought within the coverage of a so-called “blanket” policy or policies of insurance carried and maintained by Lessee, provided that such policy by its terms assigns to the Premises at least the amount and scope of coverage required by this Paragraph.
12.2 Liability Insurance. During the term, Lessee shall maintain general liability insurance with a combined single limit for bodily injury and property damage of not less than One Million Dollars ($1,000,000.00), naming Lessor as an additional insured, containing cross-liability endorsements and indemnifying Lessor and Lessee against liability for damage or injury to the property or person (including death) of any person entering upon the Premises, or any structure thereon, or any part thereof, and arising from the use and occupancy thereof.
12.3 Mutual Release. Lessor hereby releases and discharges Lessee, its subtenants, licensees and their agents and employees of and from all liability to Lessor and to anyone claiming by, through or under Lessor by subrogation or otherwise on account of any loss or damage caused by or arising out of any fire or other casualty, however caused. Lessee hereby releases and discharges Lessor, and any other persons, firms and corporations having an interest in the Premises, their agents and employees, of and from all liability to Lessee and to anyone claiming by, through or under Lessee by subrogation or otherwise on account of any loss or damage to the Restaurant Equipment Package, signage and other property owned by Lessee caused by or arising out of any fire or other casualty, however caused.
13. DESTRUCTION:
13.1 Partial (i.e, more than 50%) or Total Destruction Covered by Insurance. Except as otherwise provided in Paragraph 13.2 below, in the event the Premises and Restaurant Equipment Package are at least fifty (50%) percent damaged or partially or totally destroyed by fire or other perils covered by the aforementioned fire and extended coverage insurance, Lessee at its option may promptly and diligently, with the insurance proceeds, restore the Premises to the condition existing prior to the occurrence of the fire or other peril. If Lessee does not restore the Premises, the Lessee shall release and turn over to Lessor insurance proceeds as a result of such damage, if any, net of the balance due on any mortgage or other secured financing related to the Premises or Restaurant Equipment Package, and cancel and terminate this Lease
13.2 Partial or Total Destruction Within the Last Five Years. In the event the Premises and Restaurant Equipment Package are damaged or destroyed by any cause whatsoever during the last five (5) years of the term of this Lease, or any extension thereof, Lessee, at its option, may (i) promptly and diligently restore the Premises to the condition existing prior to the occurrence of the fire or other casualty; or (ii) release and turn over to Lessor insurance proceeds as a result thereof, if any, net of the balance due on any mortgage or other secured financing related to the Premises or Restaurant Equipment Package, and cancel and terminate this Lease.
13.3 Partial Destruction (i.e., less than 50%). Except as otherwise provided in Paragraph 13.2 above, in the event the Premises and Restaurant Equipment Package are less than fifty (50%) percent damaged or partially destroyed by fire or other perils covered by the aforementioned fire and extended coverage insurance, Lessee shall, with the insurance proceeds, restore the Premises to the condition existing prior to the occurrence of the fire or other peril.
13.4 Standard of Reconstruction. Any obligation of Lessee to repair and/or restore the Premises and Restaurant Equipment Package pursuant to this Paragraph shall be to repair or restore the same to the condition existing prior to the occurrence of the fire or other peril, or in accordance with Lessee’s then current prototype building specifications, subject to such modifications as may be required by any governmental agency or authority having jurisdiction.
13.5 Abatement of Rent. In the event of repair, reconstruction or restoration as herein provided, Rent shall be abated. However, Lessee may, at its option, continue to operate its business on the Premises during any such period to the extent reasonably practical from the standpoint of prudent business management. In such event, rent shall be abated in proportion to the percentage of the Premises or Improvements actually being utilized during the abatement period.
14.1 If the Premises, or any portion thereof, are taken under the power of eminent domain, or sold under the threat of such power (all of which shall be deemed a “condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes possession, whichever occurs first. If such taking renders the Premises no longer economically viable for Lessee’s use, as reasonably determined by Lessee, then Lessee, at its option, may terminate this Lease by giving 30 days written notice to Lessor. Such determination to terminate shall be made within 180 days after the condemning authority shall give notice to Lessee of having taken title or possession to all or a portion of the Premises. Such termination shall not affect the amount of the award given as a part of the condemnation.
14.2 Should Lessee elect not to terminate the Lease, Rent will be abated as follows: While any construction work is being completed, Monthly Rent will be abated by a percentage equal to the percentage decrease of sales on a monthly basis when compared to average sales in the same month in the prior two years (“Interim Abated Rent”). The Interim Abated Rent shall remain effective until the rehabilitation of the Premises is complete. Once the Premises are rehabilitated, a permanent rent abatement will be determined twelve months after completion of all rehabilitation, at which time Monthly Rent will be decreased by a percentage equal to any percentage of decreased sales in the twelve month period as compared to the average sales for the two years prior to the taking (“Permanent Abated Rent”).
14.3 Lessor and Lessee shall each have the right to make a claim against the condemning authority for the amount of damages done to each of them by any permanent taking. The proceeds from condemnation or transfer in lieu thereof shall be allocated between Lessor and Lessee in accordance with applicable law, except in the case of a temporary taking or interference with access, which shall belong totally to Lessee.
17.1 This Lease shall be construed as a lease of non-residential real property.
17.2 Lessee’s obligations under this Lease shall be continuing in nature and shall be construed as arising from day-to-day from and after the date upon which performance of each obligation first becomes due.
17.3 The rent and other monetary obligations of Lessee due under this Lease constitute the fair market rental value of the Leased Assets for which Lessee will remain liable until Lessee vacates and surrenders the Premises.
17.4 All amounts which Lessee is obligated to pay under this Lease constitute actual, necessary and reasonable expenses of preserving Lessee’s bankruptcy estate for which Lessor shall be entitled to an administrative expense priority claim pursuant to 11 U.S.C. §503(b)(1 )(A) should Lessor exercise its option to pay such expenses upon Lessee’s default.
18.1 Monetary Default. In the event of a default on the part of Lessee in the payment of any rent, taxes or assessments, as herein provided, and the default continues for a period of twenty (20) days from and after the date that such written notice is delivered to Lessee, Lessor shall have the right at its election to enter upon the Premises and take possession thereof (subject to the rights of any leasehold mortgagee and subtenants as hereinafter provided), and this Lease and all rights of Lessee hereunder shall thereupon terminate, without prejudice to the right of Lessor to bring suit for and collect all rent, taxes, assessments or other amounts payable by Lessee which may have accrued up to the time of Lessor’s exercise of such rights.
18.2 Non-Monetary Default. In the event of a default by Lessee under any of the covenants or agreements of this Lease other than failure to pay rent, taxes or assessments, and if Lessor shall execute and deliver to Lessee written notice specifying such default in reasonable detail, then unless within ninety (90) days from and after the date that such notice is delivered to Lessee and each mortgagee, Lessee or any mortgagee shall have commenced to remove or cure such default and shall thereafter proceed with reasonable diligence to completely remove or cure such default, Lessor shall have the right at its election to exercise the right of entry upon the Premises and termination set forth in Paragraph 18.1 above; provided, however, that if a mortgagee of Lessee’s interest under this Lease shall in good faith and with the exercise of reasonable diligence be unable to obtain such possession of the Premises by foreclosure or otherwise as will permit it to commence to cure any default covered by this Paragraph within the ninety (90) day notice period, and such mortgagee within the said ninety (90) day notice period shall notify Lessor of its inability to do so, then the time within which said mortgagee may commence to cure such default shall be extended until in the exercise of good faith and with reasonable diligence such mortgagee can obtain such possession, and provided that mortgagee shall pay or cause to be paid all rent, taxes, assessments, and other amounts payable by Lessee under the terms of this Lease.
18.3 Other Default. If Lessee makes a general assignment for the benefit of creditors or files a voluntary petition in bankruptcy, or if a decree is entered involuntarily adjudicating Lessee a bankrupt and such decree is not dissolved within ninety (90) days, or if a receiver shall be appointed for all the property of Lessee and shall not be discharged within ninety (90) days, then, any such action shall constitute a default by Lessee and, subject to the notice requirements set out in Paragraph 18.2 above and the rights of a mortgagee as provided in this Lease, Lessor may give such notice and terminate this Lease; provided, however, that no such act or event shall constitute a default hereunder or permit the termination of this Lease as long as the payment of all rents and the other obligations to be performed by the Lessee shall be performed by Lessee or any party claiming under or acting on behalf of Lessee.
18.4 Upon Election to Terminate. Should Lessor elect to terminate this Lease following an uncured event of default, Lessor shall be entitled to recover from Lessee as damages such amounts as the law allows, including reasonable attorney’s fees. Notwithstanding the foregoing, the maximum allowable recovery by Lessor shall be the present value of the remaining rentals for the then applicable term, without the exercise of options, utilizing a discount factor of the greater of (i) the applicable post-judgment default rate of interest in the locale of the Premises; or (ii) eighteen (18%) percent.
18.5 Defaults Requiring Longer Period to Cure. Notwithstanding any other provisions of this Paragraph, Lessor agrees that if the default complained of, other than for the payment of monies, is of such a nature that the same cannot be cured within the periods specified above, then such default shall be deemed to be cured if Lessee within such period shall commence the curing thereof and shall continue thereafter with all due diligence to cause such curing and does complete the same with the use of such diligence.
18.6 Rights Cumulative; No Waiver. All rights, options and remedies of Lessor and Lessee contained in this Lease shall be construed and held to be cumulative, no one of them shall be exclusive of the other, and Lessor and Lessee shall have the right to pursue anyone or all of such remedies or any other remedy or relief which may be provided by law or in equity. No waiver of any default of either party hereunder shall be implied from any acceptance by the other party hereto of any rent or other payments due hereunder or any omission by the other party hereto to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect default other than as specified in said waiver. The consent or approval by either party to or of any act by the other party requiring the first party’s consent or approval shall not be deemed to waive or render unnecessary the second party’s consent or approval to or of any subsequent similar acts by the first party.
18.7 Default By Lessor. In the event of default by Lessor pursuant to its obligations under this Lease, Lessee shall be entitled to recover from Lessor such damages as the law allows, including specific performance, in addition to reasonable attorney’s fees and all costs incident to litigation.
| If to Lessor: | ______________________________ ______________________________ ______________________________ |
| If to Lessee: |
Wendy’s of Michigan Attn: Vice President & General Counsel 0000 Xxxx Xxxxxxxx Xxxxxx, X.X., Xxxxx 000 Xxxxx Xxxxxx, Xxxxxxxx 00000 |
Either party hereto may from time to time, by written notice to the other, served in the manner herein provided, designate a different address.
22. FORCE MAJEURE: Each date by which an obligation hereunder must be satisfied, shall be extended by the number of days during which the satisfaction of such obligation is necessarily delayed by strikes, lockouts, labor unrest, civil strife, riots, war, natural disasters, action of the elements, unavailability of materials or supplies, or other events beyond the control of the party required to perform, but nothing contained in this Paragraph shall be deemed to affect in any way Lessee’s obligations with respect to rental and other charges payable pursuant to this Lease after such rental and other charges have first commenced to accrue.
24. SUBORDINATION BY LESSOR AND LESSEE:
24.1 Lessee’s Subordination. Lessor hereby expressly reserves the right, at its option, to place encumbrances against the Premises superior in lien and effect to this Lease, without affecting in any way Lessee’s obligations under this Lease, and Lessee agrees to execute such separate subordination agreements with respect to such liens and encumbrances as the lender or its title insurer shall reasonably require; provided, however, that any such lender shall first covenant in writing that in the event of foreclosure or sale under power of sale by or through the lender or its assigns, this Lease and Lessee’s quiet possession of the Premises will not be disturbed or affected and this Lease shall remain in full force and effect so long as Lessee is not in default hereunder.
24.2 Lessor’s Subordination. Lessee shall have the right from time to time to subordinate this Lease, the Restaurant Equipment Package, the signage or any other Lessee interest or personal property hereunder in favor of a lender or lessor of equipment, and Lessor agrees to execute such documents as may reasonably be required to accomplish this subordination.
26.1 In General. In addition to any other right herein granted, Lessee shall have the right, without any consent on the part of the Lessor, to convey, encumber and xxxxx x xxxx or security interest in (a) its leasehold interest in and to the Premises or any part thereof (including any rights of first refusal, access rights, business value, utility easements and other rights of way), (b) its rights and interests in and to all improvements now existing or hereafter constructed or placed thereon, and (c) its trade fixtures, signs, equipment, Restaurant Equipment Package, and other personal property hereunder, and to assign this Lease or any interest therein as collateral for any mortgage or mortgages; but any and all such conveyances, mortgages, or assignments shall be subject to this Lease and the right, title and interest of Lessor in the Premises. If any such leasehold mortgage shall be foreclosed or the leasehold estate sold under any power contained therein, the leasehold mortgagee or other purchaser at such sale shall immediately succeed to all rights of Lessee hereunder. If Lessee or any leasehold mortgagee shall notify Lessor in writing of such mortgagee’s interest in the Premises and shall at the same time furnish Lessor with the address to which copies of notices are to be sent to the mortgagee, Lessor will thereafter send to such mortgagee at the address so given, a copy of any and all notices which the Lessor may from time to time give to or serve upon the Lessee under and pursuant to the terms and provisions of this Lease, and no such notice to the Lessee shall be effective unless a copy thereof is also served upon the mortgagee in such manner. Such mortgagee may at its option at any time before the rights of the Lessee shall have been forfeited to Lessor, or within the time permitted for curing or commencing to cure defaults as herein provided, pay any of the rents due, make any deposits, or do any other act or thing required of Lessee by the terms of this Lease, to prevent the forfeiture hereof. A leasehold mortgagee shall not become personally liable for any of the Lessee’s obligations under this Lease unless and until such mortgagee becomes the owner of the leasehold estate by foreclosure, assignment in lieu of foreclosure or otherwise, and thereafter such mortgagee shall remain liable for such obligations only so long as it remains the owner of the leasehold estate. If the leasehold mortgagee should become owner of the leasehold estate, such mortgagee may assign the Lease without any consent on the part of Lessor being required.
26.2 Notices to and Consent of Leasehold Mortgagees. In the event any such leasehold mortgage is made by Lessee and Lessor is given notice thereof as above provided, then, unless otherwise agreed to by Lessee in writing, so long as any such leasehold mortgage remains outstanding and unsatisfied of record, no material modification or amendment hereof, waiver of any right hereunder, or any surrender, acceptance of surrender or cancellation hereof by Lessee shall be of any force or effect unless approved or consented to in writing by the leasehold mortgagee; and all such acts shall be null and void if done during the term of the mortgage without such approval or consent.
33.1 Warranties and Covenants. Lessee shall at all times comply with applicable local, state and federal laws, ordinances and regulations relating to Hazardous Substances. Lessee shall at its own expense maintain in effect any permits, licenses or other governmental approvals, if any, required for Lessee’s use of the Premises. Lessee shall make all disclosures required of Lessee by any such laws, ordinances and regulations, and shall comply with all orders, with respect to Lessee’s use of the Premises, issued by any governmental authority having jurisdiction over the Premises. Lessor shall make all disclosures required of Lessor by any such laws, ordinances and regulations, and shall comply with all orders issued by any governmental authority having jurisdiction over the Premises, and take all action required of such governmental authorities to bring the Premises into compliance with all laws, rules, regulations and ordinances relating to Hazardous substances and affecting the Premises.
33.2 Hazardous Substances. As used in this Lease, the term “Hazardous Substances” means any hazardous or toxic substances, materials or wastes, including, but not limited to, those substances, materials, and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); Hazardous Chemicals as defined in the OSHA Hazard Communication Standard: Hazardous Substances as defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et. Seq; Hazardous Substances as defined in the Toxic Substances Control Act, 15 U.S.C. 26012671; and amendments to all such laws and regulations thereto, or such substances, materials and wastes which are or become regulated under any applicable local, state or federal law.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease on the date below their signatures.
| LESSOR: —————————————— a ————————————— —————————————— By:————————————— Its:————————————— Date:———————————— LESSEE: WM LIMITED PARTNERSHIP -- 1998 a Michigan limited partnership By:—————————————— Xxxxxx X. Xxxxxxxx, Xx., President RES Management, LLC -- General Partner Date:—————————————— |
EXHIBIT A
LEGAL DESCRIPTION OF THE PREMISES
EXHIBIT B
MERITAGE GUARANTY
In consideration of the execution of the Lease between WM LIMITED PARTNERSHIP – 1998 (“Lessee”), and ___________________________________________________________ (“Lessor”), dated ________________________, 2004, and in order to induce Lessor to enter the Lease, the undersigned does guarantee to the Lessor the payment (when due) and the performance of all obligations of Lessee under the terms of the Lease. The undersigned does further agree to reimburse Lessor for all costs and other expenses incurred by Lessor, if any, in the collection of the guaranteed amount and in the enforcement of this Guaranty.
| Dated: _______________, 2004 | Meritage Hospitality Group Inc., a Michigan corporation BY: —————————————— Its:—————————————— |