LEASE AGREEMENT
THIS AGREEMENT is made this 9th day of January, 2004 between Derma
Sciences, Inc. ("Lessor") and Xxxxxxxx-Xxxxx Corporation ("Lessee").
1. Lease of Equipment. The Lessor leases to the Lessee, for use upon
the premises in Fort Worth, Texas now occupied by the Lessee, the equipment
described in Exhibit A (the "Equipment").
2. Rentals. The Lessee shall pay rentals of $1 per month and other good
and valuable consideration, the receipt of which is hereby acknowledged by
Lessor. The first rental payment is due three (3) months from the commencement
of the Lease term and shall include the three (3) months in arrears plus the
rental payment for the succeeding month. Subsequent rentals, if any, are due on
the same date of each month thereafter during the term of the Lease, each for
the succeeding month.
3. Taxes and Assessments. The Lessee shall assume and pay, in addition
to the sums set forth in Section 2 of this Lease, all taxes and/or assessments
levied on the Equipment or the leasing thereof, whether assessed and billed to
Lessee or Lessor.
4. Warranties. Lessor warrants that it has good title to the Equipment
free and clear of all claims, liens, encumbrances and security interests,
excepting those arising by virtue of agreements currently in force between
Lessor or Lessor's subsidiaries and Laurentian Bank of Canada and/or Xxxxxxx
Xxxxx Business Financial Services, Inc. and those granted in favor of Lessee.
5. Repair and Maintenance. At its expense, the Lessee shall maintain
the Equipment in good working order and repair. All replacement parts will be
paid for by Lessee, but shall become part of the Equipment and shall be the
property of the Lessor.
6. Liens; Assignments; Claims. Lessee shall keep the Equipment free and
clear of all liens, encumbrances and security interests and shall not remove it
from the premises above described or do or permit anything to be done which
might operate to prejudice Lessor's title; shall not transfer, deliver, or
sublet the Equipment to any other person or corporation without prior written
consent of the Lessor; shall not assign any rights hereunder to any other person
or corporation without prior written consent of the Lessor; and shall comply
with all laws, ordinances and regulations applicable to the Equipment and the
use thereof.
7. Risk of Loss. Lessee shall exercise reasonable care to prevent loss or
damage to the Equipment during the term of this Lease; however, all risk of loss
or damage beyond the reasonable control of Lessee shall be borne by Lessor.
Anything hereinafter contained to the contrary notwithstanding, Lessee shall
assume and maintain liability for injuries to persons or property (except injury
or damage to the Equipment beyond the reasonable control of Lessee), as well as
violations of the Occupational Safety
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and Health Act of 1970, regulations thereunder and similar state statutes and
regulations, resulting from the operation or maintenance of the Equipment.
8. Inspection. Lessee shall permit the Lessor's agents to enter upon
Lessee's premises to inspect the Equipment at all reasonable times.
9. Term and Termination.
(a) The term of the Lease shall commence on the date first above
written. Unless terminated earlier pursuant to Section (b) of this Section
9, this Lease shall continue in full force and effect until April 30, 2004.
(b) Lessor may, at its sole option, terminate this Lease, effective
immediately upon the occurrence of one or more of the following events: (i)
Lessee fails, within 45 days after written notice thereof from Lessor, to
cure any breach of any of its covenants in this Lease; (ii) insolvency or
bankruptcy of the Lessee; (iii) the making by Lessee of an assignment for
the benefit of creditors; (iv) appointment of a trustee or receiver for
Lessee, or for a substantial part of its property, with or without its
consent, or (v) institution by or against Lessee of bankruptcy,
reorganization, arrangement or insolvency proceedings of which Lessee is
the subject.
(c) Upon termination or expiration of this Lease, the Lessee shall
immediately deliver the Equipment to Lessor in substantially the same
operating order and condition as of the date of the commencement of the
Lease term, with exception for the reasonable wear and tear and
depreciation resulting from the authorized and normal use thereof and for
damage beyond the reasonable control of Lessee, as described in Section 7.
(d) On or before five (5) days following expiration or termination of
this Lease, Lessor will accept delivery of and remove the Equipment from
Lessee's premises at Fort Worth, Texas. To avoid confusion and without
limiting the foregoing, Lessor shall be responsible for all costs, risks
and liability associated with disassembly of the Equipment at Lessee's Fort
Worth, Texas premises and with removal and transportation of the Equipment
from such premises.
10. Controlling Law. This Lease Agreement shall be construed in
accordance with the laws of the State of Texas.
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Derma Sciences, Inc.
By: _______________________________
Title: President and Chief Executive Officer
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Xxxxxxxx-Xxxxx Corporation
By: _______________________________
Title: President, Business-to-Business
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
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Lease Agreement Exhibit A (Equipment List)
------------------------------------------
ASSET CATEGORY ASSET# ASSET DESCRIPTION
-------------- ------ -----------------
Low Volume Bottle Filling T003986AA 305-A UNIV.FILL.SYST
Emplex Sealer T001370AA EMPLEX BAG SEALER
Emplex Sealer T002833AA IMC SEALER UPGR#309
Large Circle/Oil Emulsion T002723AA LRG CIRCL MACH UPGRA
Large Circle/Oil Emulsion T002859AA CHEVRON SINGLE XXXXX
Large Circle/Oil Emulsion T002959AA LARGE CIRCLE MACHINE
Large Circle/Oil Emulsion T003022AA KNIFE ASSEMLY
Large Circle/Oil Emulsion T002926AA REFURB CIRCLE MACHIN
Large Circle/Oil Emulsion T002851AA ADDITION TO XXXXX XXXXXX - X000000
Impregnator T004415AA #S114 OIL EMULS.IMP
Impregnator T005010AA OIL EMULSION AUTOMATION S153
Impregnator T003641AA OIL EMULSION IMPREGNATOR
Impregnator T004372AA #000 XXXXXXX XXXX XX
Xxxxxxxxxxx X000000XX "6CON,7BAR&ROL,1CLOTH"
Impregnator T003927AA IMPREGNATION ASSBLY
Impregnator T004858AA S159 OIL EMULSION PR
Impregnator T003042AA CUSTOM XXXXX-XXX XXX
Xxxxxxx Xxxxx 0 T003147AA XXXXXXX PKGMACHMD573
Xxxxxxx Xxxxx 1 T002836AA CHEVRON SEALS
Xxxxxxx Xxxxx 1 T003146AA HYDROGEL DISPENSERS
T003665AA DISPENSING SYSTEM
Xxxxxxx Xxxxx 2 T003178AA BODPRAT MD12 PKGMACH
Xxxxxxx Xxxxx 2 T005012AA LABELING MACHINE S166
Xxxxxxx Xxxxx 2 T004861AA S138 SSD PROJECT #1
Prodo-Pak T003179AA PRPAK FORM/FILL/SEAL
Prodo-Pak T004417AA #S116 PRODO PAK TOOL
Auto Pleater 1 T004184AA SP ACQ:91 STD GAUZE
Tiromat 2000 (Kutter 1) T004185AA SP ACQ:91 ALPHA LAVA
Tiromat 2000 (Kutter 1) T004860AA S145 SSD PROJECT #2
Tiromat 2000 (Kutter 1) T005221AA TRAVERSING UNTI 2
Tiromat 2000 (Kutter 2) T004186AA SP ACQ:92 ALPH LAVAL
Tiromat 2000 (Kutter 2) T004485AA KUTTER MACHINE TOOLS
Tiromat 2000 (Kutter 2) T004801AA SEAL BRILLE PLATE
Tiromat 2000 (Kutter 2) T004859AA S146 SSD PROJECT #3
Tiromat 2000 (Kutter 2) T005220AA TRAVERSING XXXX 0
Xxxxx Xxxxxx T004192AA SMALL CIRCLE MACHINE
Xxxx Xxxx (Silk Strips) T004450AA 3 DIECUTTING ROLLS
Xxxx Andy (Silk Strips) T001653AA SILK STRIPS MACHINE
Xxxx Xxxx (Silk Strips) T003096AA 4 ROTARY DIE-7MAPRES
Bottling Line T004606AA X000 XXXXXX XXX.XXXX
Xxxxxxxx Xxxx X000000XX #S103 DISP.SYST.HYDR
Bottling Line T004411AA #S109 PACK.STRIP PRO
Xxxxxxxx Xxxx X000000XX #S113 BOTTLE XXXX.XX
Bottling Line (Auto) T005007AA PACKING STRIP AUTOMATION X000
Xxxxxxxx Xxxx (Xxxx) X000000XX PACKING STRIP PHASE III X000
Xxxxxxxx Xxxx (Xxxx) X000000XX CONVEYOR BELT
Mech Pleater T004857AA S161 XXXXXXXX PLEATR
Auto Pleater 2 T005008AA GAUZE PLEATER - D&B S127
Printers T005013AA INK JET PRINTER - XXXXXXX S169
Printers T005218AA WILLET460 PRINTER #99291406302
Printers T005219AA WILLET460 PRINTER #99291406305
Exhibit A Page 1 of 2
ASSET CATEGORY ASSET# ASSET DESCRIPTION
-------------- ------ -----------------
Printers T004416AA #S115 INK JET PRINTE
Printers T004925AA PRINTHEAD UNIT
Mixing Kettles T005011AA Kette L - 60 GALLON KETTLE S164
Mixing Kettles Kettle K - Xxxxx 10 gallon Mixer
Mixing Kettles Kettle G -325 g Vessel w/Lightning Mixer
Mixing Kettles Kettle H - 300lbs - No heater
Mixing Kettles Kettle F - 150 lbs Vessel w/Silverson Mixer
Mixing Kettles Kettle X - 500 lb capacity
Mixing Kettles Kettle A - 500 lb capacity (warehouse)
Mixing Kettles Stainless steel cabinets (mixing parts room)
Mixing Kettles Mixing Spare Parts
Mixing Kettles Silverson Mixer
Mixing Kettles Wakashaw Recycling Pump
Mixing Kettles Control Units for Kettle Heaters (in walls)
Mixing Kettles Remaining Mixing Equipment
Mixing Kettles T005015AA Kettle C - 60 GALLON KETTLE S164
Mixing Kettles T005016AA Kettle D - 60 GALLON KETTLE S164
Mixing Kettles T005017AA Kettle E - 60 GALLON KETTLE S164
Mixing Kettles T003635AA Kettle N - MIXING KETTLS FOR OE
Mixing Kettles T003141AA Kettle B - HEATING & DISPENSING
Miscellaneous Equipment T004353AA ANALYTICAL BALANCE
Miscellaneous Equipment T004227AA 42 LABEL BINS
Miscellaneous Equipment T005305AA ROLL STOCK LIFT
Miscellaneous Equipment T003879AA SHELV.SYST.FOR PROD.
Miscellaneous Equipment T005303AA DRUM HEATER S/N 201922
Miscellaneous Equipment T005304AA RODI TOC ANALYZER S/N 9912643
Miscellaneous Equipment T002928AA AIR COMPRESSOR
Miscellaneous Equipment T001356AA ARO BURST TESTER - MODEL 2600
Miscellaneous Equipment T001357AA ARO TEST FIXTURE NEEDLE
Miscellaneous Equipment T003921AA 8 SECT.OF SHELVING
Miscellaneous Equipment T004323AA MECHANICAL TORQUE TESTER
Miscellaneous Equipment T004412AA #S110 PETRO/XERO MAN
Miscellaneous Equipment T003170AA INSTRON - MOD 4411 SN C1514
Miscellaneous Equipment T003722AA INSTRON LOAD CELL FOR ASSET T003336
Untagged Assets Particulate Tester (Innovation by Climate)
Untagged Assets Vacuum Pouch Tester
Untagged Assets Density Tester (oil)
Untagged Assets Brookfield Viscometer (Wet Lab)
Untagged Assets Xxxx Xxxxxx Stability Chamber (oven)
Untagged Assets 1 Stainless shelf w/ measuring tape
Untagged Assets Baking racks with trays (4-5 racks)
Untagged Assets Azco Cutter for gauze cutting
Untagged Assets 2 Tables & 10 chair inventory
Untagged Assets 3 Bug killers
Untagged Assets "Maintenance area tools, equipment, tables"
Untagged Assets Spare Parts @ Wound Care Facility
Untagged Assets Spare Parts @ 6625 in stores
Exhibit A Page 2 of 2
