Exhibit 10(n)
Sublease dated as of May 30, 1986, between Pre Finish Metals Incorporated
and Walbridge Coatings, an Illinois Partnership
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XXXXXXXXX COATINGS, AN ILLINOIS PARTNERSHIP
PRE FINISH METALS INCORPORATED
Closing of Transfer of E.G. Facility
as of March 31, 1996
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Number Description of Document
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A. Agreements and Bills of Sale
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1. Amendments to Definitive Agreements
2. Sublease and Lease between P.M. and the Partnership
3. Xxxx of Sale of Existing Equipment
4. Xxxx of Sale of EQ Equipment
5. Indemnification Agreement
6. Assignment of Warranties
7. Assignment and Assumption Agreement
8. Note evidencing Inland Parent Loan
9. Note evidencing Bethlehem Parent Loan
10. Note evidencing PFM Parent Loan
11. Release and Satisfaction of Mortgage and Related Instruments
12. Cancelled note dated Be September 17, 1984
13. Assumption Agreement
14. Escrow Agreement
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15. Memorandum of Sublease and Lease
16. Letter agreement dated April 14, 1986
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SUBLEASE AND LEASE
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THIS SUBLEASE AND LEASE, dated as of March 31, 1986, (this Sublease)
between PRE FINISH METALS INCORPORATED, an Illinois corporation (PFM) a 0000
Xxxxx Xxxxxxxxx, Xxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 an d WALBRIDGE COATINGS, AN
ILLINOIS PARTNERSHIP (the Partnership) with offices at 00000 Xxxx Xxxxxxxx,
Xxxxxxxxx, Xxxx 0000, Attention: Management Committee;
W I T N E S S E T H
WHEREAS, Line 6 Corp., as lessor, and PFM did enter into a certain
lease and agreement (the Prime Lease) dated December 1, 1980 with regard to land
described an Schedule A to the Prime Lease and attached hereto (the Leased
Land), together with certain improvements located thereon defined as
Improvements in paragraph I of the Prime Lease (the Leased Improvements); and
WHEREAS, CORPORATE PROPERTY ASSOCIATES, a California limited
partnership, and CORPORATE PROPERTY ASSOCIATES, a California limited partnership
(collectively Owner) of 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, have
succeeded to the rights of Line 6 Corp. and are now the owners of the Leased
Land and of the Leased Improvements and is the lessor under the Prime Lease; and
WHEREAS, PFM is the owner of the land described on Schedule A-2,
attached hereto and made a part hereof (the New Land) as well as certain
improvements located on the New Land, and to some extent located on the Leased
Land, as described in Schedule A-3 (the New Improvements); and
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WHEREAS, by Bills of Sale of even date herewith PFM has transferred to
the Partnership all of the equipment installed and to be installed on the
Premises (as hereinafter defined) pursuant to an Electroplating Line
Construction Agreement (the Construction Agreement) dated October 15, 1984
between PFM and the Partnership (the E.G. Equipment) and the coil coating line
and coil lighting line and other machinery, apparatus, equipment, fittings,
fixtures and articles of personal property used in the business of PFM (the
Existing Equipment); and
WHEREAS, pursuant to the terms of various agreements between PFM and
the Partnership, PFM has agreed to lease and sublease the Premises to the
Partnership for the Initial Term (as hereinafter defined); and
WHEREAS, at the closing of the permanent financing with regard to the
project set forth in a letter dated September 6, 1984 from Creditanstalt,
Bankverein (CA) to Bethlehem Steel Corporation, Inland Steel Company and PFM and
in a Proposed Financing Commitment dated March 28, 1986 from CA addressed to
Owner PFM and Material Sciences Corporation (MSC) (the New Mortgage Financing)
(collectively the Permanent Financing), it is contemplated that (i) PFM will
convey the New Land and New Improvement to Owner, (ii) the Prime Lease shall be
amended to provide for rentals sufficient to maintain equity payments due Owner
together with amounts due CA under the New Mortgage Financing, to include the
New Land and New Improvements as part of the Promises and to make such other
changes and amendments required or appropriate to the New Mortgage Financing or
to the Owner in connection therewith and (iii) PFM and the Partnership shall
then amend this Sublease to reflect essentially the same
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rentals and terms as the Prime Lease, as so amended, on a pass through basis for
the Partnership's term of' twelve (12) years from the date of the closing of the
Permanent Financing; and
WHEREAS, PFM's right to possession of the Leased Land and Leased
Improvements arises from its position as lessee under the Prime Lease, to which
this Sublease is made expressly subject.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged by PFM and by the Partnership it is agreed
from and after April 1, 1996 as follows:
1. Certain Definitions. The following terms as used in this Sublease
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shall have the following meanings:
(a) the Land: shall be the Leased Land and New Land taken as a single
tract as described on Schedule A-4 attached hereto and made a part hereof.
(b) the Improvements: shall be the Leased Improvements and the New
Improvements.
(c) the Premises: shall consist of the Land and Improvements as
defined in the two immediately preceding subparagraphs.
(d) Manufacturing Machinery: manufacturing machinery and equipment
and other property and equipment including the E.G. Equipment and the Existing
Equipment, which are used in the operation of the Partnership's business, or the
business of a sublessee or assignee of the Partnership and not related to the
care and maintenance of the building included as part of the Improvements and
which are owned by the Partnership or a sublessee or assignee of the
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Partnership.
2. Lease of Premises; Title and Condition. In consideration of rents and
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covenants herein stipulated to be paid and performed-by the Partnership and upon
the terms and conditions herein specified, PFM hereby subleases to the
Partnership, and the Partnership hereby subleases from PFM, the Leased Land and
Leased Improvements and PFM leases to the Partnership, and the Partnership
hereby leases from PFM, the New Land and New Improvements, such subleased and
leased properties constituting the Premises, together with in both cases all
easements, rights and appurtenances relating thereto. Except as set forth in
paragraph 9A the Premises are subleased and leased to the Partnership in their
present condition without representation or warranty by PFM and subject to the
existing state of title, and to all applicable legal requirements now or
hereafter in effect. The Partnership has examined the Premises and title thereto
and has found the same satisfactory. It is hereby agreed that the Manufacturing
Machinery is not subject to this Sublease and shall at all times remain the
property of the Partnership.
3. Use. The Partnership may use the Premises for any lawful purpose.
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4. Term. The Premises are leased for an initial term (Initial Term)
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unless and until the term of this Sublease shall expire or be terminated
pursuant to any provision hereof. The Initial Term shall commence and expire on
the dates set forth in Schedule B.
5. Rent.
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(a) The Partnership shall pay to PFM in lawful money of the United
States, as fixed rent, for the Premises, the amounts set forth in Schedule Z
(Basic Rent) on the dates set forth therein (Payment Dates), at PFM's address
set forth above, or at such other address or to such other person as PFM may
from time to time designate. PFM does hereby designate that
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Basic Rent shall be paid to the Owner, PFM shall not revoke this designation
without the consent of the Partnership during the Initial Term.
(b) All amount which the Partnership is required to pay pursuant to
this Sublease (other than Basic Rent, amounts payable upon purchase of the
Premises and amounts payable as liquidated damages pursuant to paragraph 18),
together with every fine, penalty interest and cost which may be added for
nonpayment or late payment thereof, shall constitute additional rent if the
Partnership shall fail to pay any additional rent, PFM shall give immediate
notice of such failure to the Partnership and shall have the right but not the
obligation to pay the same and shall have all rights, powers and remedies with
respect thereto as are provided herein or by law in the case of non-payment of
Basic Rent. The Partnership shall pay to PFM, interest at the rate (the Default
Rate) of the lesser of the maximum amount not prohibited by law or 13% per annum
on all overdue Basic Rent from the due date thereof until paid, and on all
overdue additional rent paid by PFM on behalf of the Partnership from the date
of payment by PFM until repaid by the Partnership. If PFM shall fail to pay any
additional rent due under the Prime Lease, the Partnership shall give immediate
notice of such failure to PFM and shall have the right but not the obligation to
pay the same and shall have all rights, powers and remedies with respect thereto
as provided herein or by law in the non-patent for amounts due and owing. PFM
shall have to reimburse the Partnership for amounts so incurred together with
interest at the Default Rate on all overdue additional rent paid by the
Partnership to Owner on PFM's behalf from the date of payment until repaid by
PFM. The Partnership shall perform all its obligations under this Sublease at
its sole cost and expense, and shall pay all Basic Rent and additional rent when
due, without notice or demand.
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6. Net Lease; Non-Terminability.
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(a) This Sublease is a net lease and, except as to termination of the
Prime Lease for any reason other than the fault of the Partnership hereunder and
as otherwise expressly provided herein, any present or future law to the
contrary notwithstanding, shall not terminate, nor shall the Partnership be
entitled to any abatement, reduction, set-off, counterclaim, defense or
deduction with respect to any Basic Rent, additional rent or other sum payable
hereunder, nor shall the obligations of the Partnership hereunder be affected by
reason of: any damage to or destruction of the Premises; any taking of the
Premises or any part thereby condemnation or otherwise; any prohibition,
limitation, restriction or prevention of the Partnership's use, occupancy or
enjoyment of the Premises, or any interference with such use, occupancy or
enjoyment by any person other than PPM; any eviction by paramount title or
otherwise; the impossibility or illegality of performance by Owner, PFM, the
Partnership or any combination of the foregoing; any action of any governmental
authority; or any other cause whether similar or dissimilar to the foregoing.
The parties intend that the obligations of the Partnership hereunder shall be
separate and independent covenants and agreements and shall continue unaffected
unless such obligations shall have been modified or terminated pursuant to an
express provision of this Sublease.
(b) The Partnership shall remain obligated under this Sublease in
accordance with its terms and shall not take any action to terminate, rescind or
avoid this Sublease, notwithstanding any bankruptcy, insolvency, reorganization,
liquidation, dissolution or other proceeding affecting Owner, PFM or any
assignee of Owner or PFM or any action with respect to this Sublease which may
be taken by any trustee, receiver or liquidator or by any court. Except
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as set forth in Paragraph 9A the Partnership waives all rights to terminate or
surrender this Sublease, or to any abatement or deferment of Basic Rent,
additional rent or other sums payable hereunder.
6A. Covenant of Quiet Enjoyment. Provided that the Partnership shall
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pay the Basic Rent and the additional rent as and when provided in this
Sublease, and provided further that the Partnership shall observe and perform
the other obligations and agreements required of it hereunder, PFM shall
promptly and faithfully observe and perform all of its obligations and
agreements as lessee under the Prime Lease; and the Partnership shall, at all
times during the term of this Sublease, have the peaceable and quiet enjoyment
of the Premises, free of any let, hindrance, or ejectment by PFM or any person
claiming by or through PFM.
7. Taxes and Assessments Compliance with Law.
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(a) The Partnership shall pay: (i) all taxes, assessments,
levies, fees, water and sewer rents and charges, and all other governmental
charges, general and special, ordinary and extraordinary, foreseen and
unforeseen, which are, at any time prior to or during the term hereof, imposed
or levied upon or assessed against (A) the Premises, (B) any Basic Rent,
additional rent or other sum payable hereunder or (C) this Sublease or the
leasehold estates hereby created, or which arise in respect of the operation,
possession or use of the Premises; (ii) all cross receipts or similar taxes
imposed or levied upon, assessed against or measured by any Basic Rent,
additional rent or other sum payable hereunder; (iii) all sales, use and similar
taxes at any time levied, assessed or payable on account of the acquisition,
leasing or use of the Premises; and (iv) all charges for utilities serving the
Premises. The Partnership shall not be required to pay any franchise, estate,
inheritance, transfer, income or similar tax of owner or PFM (other than
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any tax referred to in clause (ii) above) unless such tax is imposed, levied or
assessed in substitution for any other tax, assessment, charge or levy which the
Partnership is required to pay pursuant to this paragraph 7(a), but only in an
amount calculated as if the Owner and PFM only owned the Premises and their
income consisted only of amounts payable hereunder. The Partnership will furnish
to PFM, promptly after demand therefor, proof of payment of all items referred
to above which are payable by the Partnership. If any such assessment may
legally be paid in installments, the Partnership may pay such assessment in
installments; in such event, the Partnership shall be liable only for
installments which become due and payable prior to or during the term hereof.
(b) The Partnership shall comply with and cause the Premises to
comply with (i) all legal requirements applicable to the Premises or the use
thereof and (ii) all contracts (including insurance policies), agreements and
restrictions applicable to the Premises or the ownership, occupancy or use
thereof, including but not limited to all such legal requirements, contracts,
agreements and restrictions which require structural unforeseen or extraordinary
changes to the Improvements.
8. Liens. The Partnership will promptly remove and discharge any charge,
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lien, security interest or encumbrance upon the Premises or any Basic Rent,
additional rent or other sum payable hereunder which arises for any reason,
including all liens which arise out of the use, occupancy, construction, repair
or rebuilding of the Premises or by reason of labor or materials furnished or
claimed to have been furnished to the Partnership or for the Premises, but not
including the liens and encumbrances set forth in Part II of Schedule A, liens
or encumbrances arising from the acts or obligations of PFM and any mortgage,
charge, lien, security interest or
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encumbrance created by Owner or PFM without the consent of the Partnership;
provided, however, PFM shall not encumber the Premises or assign, cancel,
terminate or pledge its interest in the Prime Lease except as contemplated by or
in connection with the Permanent Financing without the prior written consent of
the Partnership.
9. Indemnification. Subject to the provisions of paragraph 9A, the
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Partnership shall pay, and shall protect, indemnify and save harmless PFM and
owner from and against, all liabilities, losses, damages , costs, expenses
(including reasonable attorneys' fees and expenses), causes of action, suits,
claims, demands or judgments of any nature arising from (i) injury to or death
of any person, or damage to or loss of property, on the Premises or on adjoining
sidewalks, streets or ways, or connected with the use, condition or occupancy of
any thereof, (ii) violation of this Sublease and (iii) any contest referred to
in paragraph 17.
9A. Other Controlling Documents. PFM and the Partnership acknowledge
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and agree that PFM has and will continue to have certain obligations to the
Partnership in respect of the design, construction, condition, and quality of
the electrogalvanizing facilities comprised within or to be operated at and from
the Premises, or both, pursuant to the construction Agreement, and that,
pursuant to that certain Operating Agreement (the Operating Agreement) dated as
of October 15, 1984, by and between the Partnership and Pre Finish Metals (EG)
Incorporated (PFM-EG), a wholly-owned subsidiary of PFM, PFM-EG shall have
certain duties and obligations to the Partnership in respect of the operation,
maintenance, and insurance of the Premises and of the indemnification of the
Partnership from and against loss, damage, or expense in connection therewith.
The parties acknowledge, further, that PFM-EG is a partner of the Partnership
and that the Construction Agreement, the Operating Agreement, and certain other
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documents, instruments, and agreements between PFM or PFM-EG and the Partnership
represent the agreed-upon and specific terms whereby the Premises and the EG
Equipment have been and will be constructed, completed, and operated for the
benefit of the Partnership. In the event of any conflict between the terms of
the Construction Agreement, the Operating Agreement, any such other document,
instrument or agreement executed and delivered by PFM or PFM-EG, or both of
them, to the Partnership with respect to the construction, design, use, or
operation of the EG Equipment or the Premises (all of which are hereinafter
described as the Operative Documents) and the terms of this Sublease, the
provisions of the Operative Documents shall govern. The parties specifically
covenant and agree that the Operative Documents shall survive the execution and
delivery of this Sublease, and that under no circumstances shall this Sublease
release, alter, affect, reduce waive, or extinguish any obligation of PFM or
PFM-EG un or any one or more of the Operative Documents.
10. Maintenance and Repair. The Partnership will maintain the premises in
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good repair and condition, except for ordinary wear and tear, and will make all
structural and non-structural, foreseen and unforeseen and ordinary and
extraordinary changes and repairs which may be required to keep the Premises in
good repair and condition. PFM shall not be required to maintain, r pair or
rebuild the improvements or to maintain the Premises, and the Partnership waives
the right to make repairs at the expense of PFM pursuant to any law at any time
in effect.
11. Alterations; Reimbursement for Certain Additions. The Partnership
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may, at its expense, make additions to and alterations of the Improvements,
construct additional Improvements and make substitutions and replacements for
the Improvements, provided that (i) the market value of the Premises shall not
be materially lessened thereby, (ii) such work shall
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be expeditiously completed in a good and workmanlike manner and in compliance
with all applicable legal requirements and the requirements of any insurance
policy required to be maintained by the Partnership hereunder, and (iii) no
improvements shall be demolished unless the Partnership shall have first
furnished PFM with such surety bonds or other security acceptable to PFM as
shall be necessary to assure rebuilding of such Improvements. All such
additions, alterations, additional Improvements, substitutions and replacements
shall be and remain part of the realty and the property of PFM, or Owner, as the
case may be, and shall be subject to this Sublease. The Partnership may place
upon the Premises any inventory, trade fixtures, machinery or equipment
belonging to the Partnership or third parties, including the Manufacturing
Machinery, and may remove the same at any time during the term of this Sublease.
The Partnership shall repair any damage to the Premises caused by such removal.
12. Condemnation and Casualty.
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(a) The Partnership hereby irrevocably assigns to PFM for its own
account as to the New Land and New Improvements and for assignment to Owner as
to the Leased Land and Leased Improvements, or its assignee if the Prime Lease
shall be assigned, any award, compensation or insurance payment to which the
Partnership may become entitled by reason of its interest in the Premises (i) if
the Premises are damaged or destroyed by fire or other casualty or (ii) if the
use, occupancy or title of the Premises or any part thereof is taken,
requisitioned or sold in, by or on account of any actual or threatened eminent
domain proceeding or other action by any person having the power of eminent
domain. The Partnership is hereby authorized and empowered in the name and an
behalf of PFM and Owner, or its assignee as if the Prime Lease shall be
assigned, to appear in any such proceeding or action, to negotiate, prosecute
and adjust
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any claim for any award, compensation or insurance payment on account of any
such damage, destruction, taking, requisition. or sale, shall be applied
pursuant to this paragraph 12, and all such amounts (minus the expense of
collecting such amounts) are herein called the Net Proceeds. The Partnership
shall take all appropriate action in connection with each such proceeding,
action, negotiation, prosecution and adjustment and shall pay all expenses
thereof, including the cost of PFM's, Owner's or its assignee's if the Prime
Lease shall be assigned, participation therein.
(b) if an occurrence of the character referred to in clause (i) or
(ii) of paragraph 12(a) shall affect all or a substantial portion of the
Premises and shall render the Premises unsuitable for restoration for continued
use and occupancy in the Partnership's business, then the Partnership shall, not
later than 25 days after such occurrence deliver to PFM (A) notice of its
intention to terminate this Sublease on the next Payment Date (the Termination
Date) which occurs not less than 95 days after the delivery of such notice and
(B) a certificate of the Partnership describing the event giving rise to such
termination and stating that the Partnership has determined that such event has
rendered the Premises unsuitable for restoration for continued use and occupancy
in the Partnership's business. Such notice shall be accompanied by an
irrevocable offer by the Partnership to purchase any remaining portion of the
Premises from PFM and Owner and the Net Proceeds, if any, payable in connection
with such occurrence (or the right to receive the same when made, if payment
thereof has not yet been made) on the Termination Date, at a price determined in
accordance with Schedule C. If PFM shall reject such offer by notice given to
the Partnership not later than the 10/th/ day prior to the Termination Date
except with respect to obligations and liabilities of the Partnership, actual or
contingent, which have arisen on or prior to the Termination Date, upon payment
by the Partnership of all Basic
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Rent, additional rent and other sums then due and payable hereunder to and
including the Termination Date, and the Net Proceeds shall belong to PFM. Unless
PFM shall have rejected such offer in accordance with his paragraph, PFM shall
be conclusively presumed to have accepted such offer, and, on the Termination
Date, PFM shall grant and convey, and cause Owner to grant and convey, the
remaining Portion of the Promises, if any, to the Partnership or its designee
and shall assign to the Partnership or its designee all its interest in the Net
Proceeds. Owner and PFM need not grant and convey any better title than existed
on the closing date of the New Mortgage Financing, and the Partnership, or its
designee shall accept such title, subject, however, to all charges, liens,
security interests and encumbrances on the Premises and all legal requirements,
but free of the lien of the Mortgage and charges, liens, security interests and
encumbrances resulting from the acts of Owner or PFM taken without the consent
of the Partnership. The Partnership at its option may require proof of such
state of title as a condition to closing consisting of a current title
commitment from a title insurance company, financing statement searches or a
plat of survey prepared by a licensed surveyor, or any combination thereof, al
to be paid for by the Partnership. Upon the date fixed for transfer of the
Premises, the Partnership shall pay to Owner and PFM, as directed by them, the
purchase price therefor specified herein together with all Basic Rent,
additional rent and other sums due and payable hereunder to the Termination
Date, and Owner and PFM shall deliver such deeds and bills of sale to the
Premises and any other instruments necessary to assign any property then
required to be assigned to the Partnership. The Partnership shall pay all
charges incident to such conveyance, grant and assignment, including counsel
fees, escrow fees, recording fees, title insurance premiums and all applicable
taxes (other than any income or franchise taxes of Owner and PFM)
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which may be imposed by reason of such conveyance, grant and assignment and the
delivery of said deed and other instruments. Upon the completion of such
purchase, but not prior thereto (whether or not any delay or failure in the
completion of such purchase shall be the fault of Owner or PFM), the Prime Lease
and this Sublease shall terminate, except with respect to obligations and
liabilities of the Partnership hereunder, actual or contingent, which have
arisen on or prior to such date of purchase.
(c) If, after an occurrence of the character referred to in clause
(i) or (ii) of paragraph 12(a), the Partnership is not required to give notice
of its intention to terminate this Sublease, then this Sublease shall continue
in full effect, and the Partnership shall repair any damage to the Premises
caused by such event in conformity with the requirements of paragraph 11(a) so
as to restore the Premises (as nearly as practicable) to the condition and
market value thereof immediately prior to such occurrence. The Partnership shall
be entitled to receive the Net Proceeds payable in connection with such
occurrence, but only against certificates of the Partnership delivered to PFM
from time to time as such work or repair progresses, each such certificate
describing the work of repair for which the Partnership is requesting payment
and the cost incurred by the Partnership in connection therewith and stating
that the Partnership has not theretofore received payment for such work. Any Net
Proceeds remaining after final payment has been made for such work shall be paid
to the Partnership if such amounts are less than $5,000. If such excess proceeds
are $5,000 or more, they shall be retained by PFM and (i) the Basic Amount set
forth in Schedule C shall be reduced by an amount equal to such Net Proceeds so
retained by PFM and (ii) each installment of Basic Rent payable on and after the
first Payment Date occurring three months or more after the final payment to the
Partnership for such work
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shall be reduced by a fraction thereof, the numerator of which shall be the
amount so retained by PFM and the denominator of which shall be the Basic Amount
prior to the reduction thereof referred to in clause (i) above. In the event of
any temporary requisition, this Sublease shall remain in full effect for the
remainder of the term hereof and the Partnership shall be entitled to receive
the entire Net Proceeds payable during the remainder of the term hereof by
reason of such requisition. If the cost of any repairs required to be made by
the Partnership pursuant to this paragraph 12(c) shall exceed the amount of such
Net Proceeds, the deficiency shall be paid by the Partnership.
13. Insurance.
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(a) The Partnership will maintain insurance on the Premises of the
following character:
(i) Insurance against loss by fire, lightning and other risks
from time to time included after "extended coverage"
policies, in amounts sufficient to prevent Owner, PFM or
the Partnership from becoming a co-insurer of any loss but
in any event in amounts not less than 90% of the actual
replacement value of the Improvements, exclusive of
foundations and excavations and less physical
depreciation.
(ii) General public liability insurance against claims for
bodily injury, death or property damage occurring on, in
or about the Premises and adjoining streets and sidewalks,
in the minimum amounts of $500,000 for bodily injury or
death to any one person, $1,000,000 for any one accident,
and $1,000,000 for property damage.
(iii) Workmen's compensation insurance to the extent required by
the law of the state in which the Premises are located and
to the extent necessary to protect Owner, PFM, the
Partnership and the Premises against workmen's
compensation claims.
(iv) Such other insurance, in such amounts and against such
risks, as is commonly obtained in the case of property
similar in use to the Premises are located, including war-
risk insurance when and to the
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extent obtainable from the United States Government or any
agency thereof.
Such insurance shall be written by companies of nationally recognized financial
standing legally qualified to issue such insurance in the state in which the
Premises are located and shall name as insured parties Owner, PFM and the
Partnership as their interests may appear.
(b) Every such policy (other than any general public liability or
workmen's compensation policy) shall bear a first mortgagee endorsement in favor
of the mortgagee or beneficiary (the Mortgagee) under any instrument creating a
first lien on owner's interest in the Premises (the Mortgage); and any loss
under any such policy shall be payable to the Mortgagee to be held and applied
pursuant to paragraph 12(c). Every policy referred to in paragraph 13(a) shall
provide that it will not be cancelled except after 30 days' written notice to
owner, PFM and the Mortgagee and that it shall not be invalidated by any act or
neglect of Owner, PFM or the Partnership, nor by occupancy of the Premises for
purposes more hazardous than permitted by such policy, nor by any foreclosure or
other proceedings relating to the Premises, nor by change in title to the
Premises.
(c) The Partnership shall deliver to the Mortgagee original or
duplicate policies or certificates of insurers, satisfactory to the Mortgagee,
evidencing the existence of all insurance which is required to be maintained by
the Partnership hereunder, such delivery to be made (i) promptly after the
execution and delivery hereof and (ii) within 30 days prior to the expiration of
any such insurance. The Partnership shall not obtain or carry separate insurance
concurrent in form or contributing in the event of loss with that required by
this paragraph 13 unless Owner and PFM are named insureds therein, with loss
payable as provided herein. The Partnership shall immediately notify owner and
PFM whenever any such separate insurance is
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obtained and shall deliver to the Mortgagee the policies or certificates
evidencing the same. Any insurance required hereunder may be provided under
blanket policies with a deductible of not more than $50,000. PFM acknowledges
that PFM-EG is, pursuant to the Operating Agreement, obligated to furnish
certain insurance coverage to the Partnership; to the extent that PFM-EG shall
procure and maintain the Partnership shall not be required to provide
corresponding coverage hereunder.
14. Right of First Refusal. If at any time during the Partnership Term of
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this Sublease, owner receives a bona fide offer to purchase the Leased Land and
Leased Improvements (or any part thereof), other than a bid or offer to purchase
the Leased Land and Leased Improvements at any sale incidental to the exercise
of any remedy provided for in a mortgage or similar instrument creating a lien
thereon (the Mortgage), which owner desires to accept, Owner will, prior to
accepting the same, give PFM an opportunity to purchase the Leased Land and
Leased Improvements (or such part thereof) upon the same terms and conditions
contained in such offer and PFM shall pass on that opportunity to the
Partnership. The Partnership must exercise its rights within 7 days of receiving
written notice of the full terms of sale and owner's intention to sell which
shall be delivered to the Partnership by PFM within 5 days of PFM's receipt
thereof. If the time periods for the right of first refusal granted PFM by Owner
under the Prime Lease are extended by amendment of the Prime Lease at the time
of closing of the Permanent Financing, then the time periods in the preceding
sentence shall also be extended by amendment to this Sublease, provided that PFM
shall have a reasonable period within which to exercise the right of first
refusal under the Prime Lease as so amended should the Partnership fail to do so
under this Sublease as amended. If the Partnership fails to exercise its right
to purchase, then PFM is free
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to do so, and, if both the Partnership and PFM fail to do so, then the Owner may
proceed to sell the Leased Land and Leased Improvements (or such part thereof)
in accordance with the terms of the offer. If such sale is not made, the
Partnership's right to purchase shall be reinstated as aforesaid, and if only a
part of the Leased Land and Leased Improvements is sold in such manner, the
Partnership's rights to purchase shall remain as to the balance of the Leased
Land and Leased Improvements and are coupled with an interest. Except as
provided above with respect to a sale incidental to the exercise of a remedy
under a Mortgage, this right in favor of the Partnership shall be binding upon
any grantee of the Leased Land and Leased Improvements, or part thereof
(including PFM) during the Partnership Term is in effect so that the Partnership
shall have such rights from the owners of the Leased Land and Leased
Improvements during the Partnership Term in the event the Partnership does not
exercise its rights in earlier sales. The rights granted the Partnership under
this paragraph are coupled with an interest in the Leased Land and Leased
Improvements. Any such conveyance or transfer pursuant to this paragraph 14
shall be expressly subject to this Sublease and any Mortgage.
15. Amendments at Closing of the Permanent Financing. At the time the
------------------------------------------------
closing of the Permanent Financing PFM agrees to convey the New Land and New
Improvements to Owner, provided that, concurrently with such conveyance, the
Prime Lease shall be amended in a reasonable manner acceptable to PFM so that
the Prime Lease as amended, shall provide for Basic Rent in an amount sufficient
to maintain equity payments due Owner plus an amount equal to debt service
payable to CA under the New Mortgage Financing for the full twelve year period
from the date of closing of the Permanent Financing, to include the New and New
Improvements as part of the Premises under the Prime Lease and to make such
other changes and amendments
-21-
required or appropriate to accommodate the terms and requirement of the New
Mortgage Financing and the Owner in connection therewith. PFM shall use
reasonable efforts to include in such amendment provisions providing for the
Owner to acknowledge and consent to this Sublease (as the same shall be amended
a provided herein), and to provide that Owner shall, in the event of a default
under the Prime Lease (as amended), refrain from exercising any rights or
remedies which it then may have without first providing the Partnership with
written notice of the occurrence of such default and the reasonable opportunity
to cure the same. Concurrently therewith, PFM and the Partnership shall amend
this Sublease to reflect essentially the same rentals and terms as the Prime
Lease, as so amended, on a pass through basis for a term of twelve (12) years;
provided that paragraph 9A hereof shall remain in force and effect. If for any
reason the Permanent Financing does not close at the time the construction under
the Construction Agreement is completed, PFM shall negotiate extensions and
amendments to this Sublease in good faith.
16. Assignment and Subletting. The Partnership may sublet the Premises
-------------------------
or assign its interests hereunder, provided that each sublease shall expressly
be made subject to the provisions hereof and the Prime Lease. No such assignment
or sublease shall modify or limit any right or Power of PFM hereunder or the
Owner under the Prime Lease, or affect or reduce any obligation of the
Partnership hereunder, and all such obligations shall continue in full effect as
obligations of a principal and not of a guarantor or surety, as though no
assignment or subletting had been made. Neither this Sublease nor the term
hereby demised shall be mortgaged by the Partnership, nor shall the Partnership
mortgage or pledge its interests in any sublease of the Premises or the rentals
payable thereunder unless such pledge or mortgage has been approved in advance
by
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PFM, which approval shall not be unreasonably withheld. The Partnership shall,
within 7 days after the execution of any such sublease or assignment, deliver a
conformed copy there of to PFM. Permitted Contests. The Partnership shall not be
------------------
required, nor shall PFM have the right, to pay, discharge or remove any tax,
assessment, levy, fee, rent, charge, lien or encumbrance, or to comply with any
legal requirement applicable to the Premises or the use thereof, as long as the
Partnership shall contest the existence, amount or validity thereof by
appropriate proceedings which shall prevent the collection of or other
realization upon the tax, assessment, levy, fee, rent, charge, lien or
encumbrance so contested, and the sale, forfeiture or loss of the Premises or
any Basic Rent or any additional rent, to satisfy the same, and which shall not
affect the payment of any Basic Rent or any additional rent, provided that such
contest shall not subject PFM to the risk of any criminal liability. The
Partnership shall give such reasonable security as may be demanded by PFM, Owner
or the Mortgagee to insure payment of such tax, assessment, levy, fee, rent,
charge, lien or encumbrance and to prevent any sale or forfeiture of the
Premises of such non-payment.
17. Conditional Limitations; Default Provision.
------------------------------------------
(a) Any of the following occurrences or acts shall constitute an
event of default under this Sublease: (i) if the Partnership shall (1) fail to
pay any Basic Rent, additional rent or other sum required to be paid by the
Partnership hereunder, or (2) fail to observe or perform any other provision
hereof and such failure shall continue for 25 days after written notice thereof
to the Partnership; or (ii) if the Partnership shall file a petition in
bankruptcy or for reorganization or for an arrangement pursuant to any federal
or state bankruptcy law or any similar federal or state law, or shall be
adjudicated a bankrupt or become insolvent or shall make
-23-
an assignment for the benefit of creditors or shall admit in writing its
inability to pay its debts generally as they become due, or if a petition or
answer proposing the adjudication of the Partnership as a bankrupt or its
reorganization pursuant to any federal or state bankruptcy law or any similar
federal or state law shall be filed in any court and the Partnership shall
consent to or acquiesce in the filing thereof or such petition or answer shall
not be discharged or denied within 90 days after the filing thereof, or (iii) if
a receiver, trustee or liquidator of the Partnership or of all or substantially
all of the assets of the Partnership or of the Premises shall be appointed in
any proceeding brought by the Partnership or if any such receiver, trustee or
liquidator shall be appointed in any proceeding brought against the Partnership
and shall not be discharged within 90 days after such appointment, or if the
Partnership shall consent to or acquiesce in such appointment; or (iv) if the
Premises shall have been left unoccupied and unattended for a period of 30 days.
(b) If an event of default shall have happened and be continuing, PFM
shall have the right to give the Partnership notice of PFM's intention to
terminate the term of this Sublease on a date not less than 3 days after the
date of such notice. Upon the giving of such notice, the term of this Sublease
and the estate hereby granted shall expire and terminate on such date as fully
and completely and with the same effect as if such date were the date herein
fixed for the expiration of the term of this Sublease, and all rights of the
Partnership hereunder shall expire and terminate, but the Partnership shall
remain liable as hereinafter provided.
(c) if an event of default shall have happened and be continuing, PFM
shall have the immediate right, whether or not the term of this Sublease shall
have been terminated pursuant to paragraph 18(b), to re-enter and repossess the
Premises by summary proceedings,
-24-
ejectment or in any manner PFM determines to be necessary or desirable and the
right to remove all persons and property therefrom. PFM shall be under no
liability by reason of any such reentry or repossession or removal. No such re-
entry or repossession of the Premises shall be construed as an election by PFM
to terminate the term of this Sublease unless a notice of such intention is
given to the Partnership pursuant to paragraph 18(b), or unless such termination
is decreed by a court of competent jurisdiction.
(d) At any time or from time to time after the re-entry or
repossession of the Premises pursuant to paragraph 18(c), whether or not the
term of this Sublease shall have been terminated pursuant to paragraph 18(b),
PFM may (but shall be under no obligation to) relet the Premises for the account
of the Partnership, in the name of the Partnership or PFM or otherwise, without
notice to the Partnership, for such term or terms and on such conditions and for
such uses as PFM, in its absolute discretion, may determine. PFM may collect and
receive any rents payable by reasons of such reletting. PFM shall not be liable
for any failure to relet the Premises or for any failure to collect any rent due
upon any such reletting.
(e) No expiration or termination of the term of this Sublease
pursuant to Paragraph 18(b), by operation of law or otherwise, and no re-entry
or repossession of the Premises pursuant to paragraph 18(c) or otherwise, and no
reletting of the Premises pursuant to paragraph 18(d) or otherwise, shall
relieve the Partnership of its liabilities and obligations hereunder, all of
which shall survive such expiration, termination, re-entry, repossession or
reletting.
(f) In the xxxxx of any expiration or termination of the term of this
Sublease or re-entry or repossession of the Premises by reason of the occurrence
of an event of default, the
-25-
Partnership will pay to PFM all Basic Rent, additional rent and other sums
required to be paid by the Partnership to and including the date of such
expiration, termination, re-entry or repossession, and whether or not the
Premises shall have been relet, be liable to PFM from, and shall pay to PFM, as
liquidated and agreed current damages: (i) all Basic Rent, additional rent and
other sums which would be payable under this Sublease by the Partnership in the
absence of such expiration, termination, re-entry or repossession, lease (ii)
the net proceeds, if any, of any reletting effected for the account of the
Partnership pursuant to paragraph 18(d), after deducting from such proceeds all
expenses of PFM and Owner in connection with such reletting (including all
repossession costs, brokerage commissions, reasonable attorneys' fees and
expenses, employees' expenses, alteration costs and expenses of preparation for
such reletting). The Partnership will pay such current damages on the days on
which Basic Rent would be payable under this Sublease in the absence of such
expiration, termination, re-entry, or repossession, and PFM shall be entitled to
recover the same from the Partnership on each such day.
(g) At any time after such expiration or termination of the term of
this Sublease or re-entry or repossession of the Premises by reason of the
occurrence of an event of default, whether or not PFM shall have collected any
current damages pursuant to paragraph 18(f), PFM shall be entitled to recover
from the Partnership, and the Partnership will pay to PFM on demand, as and for
liquidated and agreed final damages for the Partnership's default and in lieu of
all current damages beyond the date of such demand (it being agreed that it
would be impracticable or extremely difficult to fix the actual damages), an
amount equal to the excess, if any, of (a) all Basic Rent, additional rent and
other sums which would be payable under this Sublease from the date of such
demand (or, if it be earlier, the date to which the Partnership shall
-26-
have satisfied in full its obligations under paragraph 18(f) to pay current
damages) for what would be the then unexpired term of this Sublease in the
absence of such expiration, termination, re-entry or repossession, discounted at
the rate of 5% per annum over (b) the then fair rental value of the Premises
(determined by applying a discount rate of 5% per annum) for the same period. If
any law shall limit the amount of such liquidated final damages to less than the
amount above agreed upon, PFM shall be entitled to the maximum amount allowable
under such law.
18. Additional Rights of PFM.
------------------------
(a) No right or remedy hereunder shall be exclusive of any other
right or remedy, but shall be cumulative and in addition to any other right or
remedy hereunder or now or hereafter existing. Failure to insist upon the str ct
performance of any provision hereof or to exercise any option, right, power or
remedy contained herein shall not constitute a waiver or relinquishment thereof
for the future. Receipt by PFM of any Basic Rent, additional rent or other sums
payable hereunder with knowledge of the breach of any provision hereof shall not
constitute a waiver of such breach, and no waiver by PFM of any provision hereof
shall be deemed to have been made unless made in writing. PFM shall be entitled
to injunctive relief increase of the violation, or attempted or threatened
violation, of any of the provisions hereof, or to a decree compelling
performance of any of the provisions hereof, or to any other remedy allowed to
PFM by law.
(b) The Partnership hereby waives and surrenders for itself and all
those claiming under it, including creditors of all kinds, (i) any right and
privilege which it or any of them may have to redeem the Premises or to have a
continuance of this Sublease after
-27-
termination of the Partnership's right of occupancy by order or judgment of any
court or by any legal process or writ, or under the terms of this Sublease, or
after the termination of the term of this Sublease as herein provided, and (ii)
the benefits of any law which exempts property from liability for debt or for
distress for rent.
(c) If the Partnership shall be in default in the performance of any
of its obligations hereunder, the Partnership shall pay to PFM, on demand, all
expenses incurred by PFM and Owner as a result thereof, including reasonable
attorneys' fees and expenses. If PFM or owner, or both, shall be made a party to
any litigation commenced against the Partnership and the Partnership, at its'
expense, shall fail to provide PFM with counsel approved by PFM and owner, the
Partnership shall pay all costs and reasonable attorneys' fees incurred by PFM
and Owner in connection with such litigation (including all appeals).
19. Notices, Demands and Other Instruments.
--------------------------------------
(a) All notices, demands, designations, certificates, requests,
offers, consents, approvals and other instruments given pursuant to this
Sublease shall be in writing and shall be validly given when mailed by prepaid
registered mail, (i) if to PFM, addressed to PFM at its address set forth above,
and (ii) if to the Partnership, addressed to the Partnership at its address set
forth above. PFM and the Partnership each may from time to time specify any
address in the United States as its address for purposes of this Sublease by
giving 15 days' notice to the other party.
(b) PFM agrees to forward to the Partnership immediately upon receipt
thereof copies of all notices from Owner and to provide concurrent copies of
PFM's notices to Owner under the Prime Lease.
-28-
20. Estoppel Certificates.
---------------------
(a) Each party will, from time to time, upon 15 days' prior request
by the other party, execute, acknowledge and deliver to the requesting party a
certificate stating that this Sublease is unmodified and in full effect (or, if
there have been modifications, that this Sublease is in full effect as modified,
and setting forth such modifications) and the dates to which Basic Rent,
additional rent and other sums payable hereunder have been paid, and either
stating that to the knowledge of the signer of such certificate no default
exists hereunder or specifying each such default of which the signer has
knowledge. Any such certificate may be relied upon by the prospective mortgagee
or purchaser of requesting party's and Owner's interest in the Premises.
(b) PFM will, from time to time, upon 15 days' prior request by the
partnership, execute, acknowledge and deliver to the Partnership a certificate
of PFM stating that the Prime Lease is unmodified and in full effect (or, if
there have been modifications, that the Prime Lease is in full effect as
modified, and setting forth such modifications) and the dates to which Basic
Rent, additional rent and other sums payable thereunder have been paid, and
either stating that to the knowledge of the signer of such certificate no
default exists hereunder or specifying each such default of which the signer has
knowledge. Any such certificate may be relied upon by the Partnership or any
prospective sublessee or assignee of the Partnership's interest in the Premises.
PFM hereby represents to the Partnership that as of the effective date of this
Sublease that (i) the Prime Lease is in full force and effect and unmodified,
(ii) all sums payable thereunder by PFM through the date hereof have been paid,
(iii) no notice of default has been received by PFM from Owner hereunder and
(iv) there are no facts or circumstances known to PFM which with the delivery of
notice or the passage of time or both, constitute a default
-29-
under the Prime Lease which have not been waived and consented to by Owner.
21. No Merger. There shall be no merger of this Sublease or of the
---------
leasehold estate hereby created with the fee estate in the Premises by reason of
the fact that the same person acquires or holds, directly or indirectly, this
Sublease or the leasehold estate hereby created or any interest herein or in
such leasehold estate as well as the fee estate in the Premises or any interest
in such fee estate.
22. Surrender. Upon the expiration or termination of the term of this
---------
Sublease, the Partnership shall surrender the Premises to PFM in the condition
in which the Premises were originally received from PFM, except as repaired,
rebuilt, restored, altered or added to as permitted or required hereby, and
except for ordinary wear and tear. The Partnership shall remove from the
Premises on or prior to such expiration or termination all property situated
thereon which is not owned by PFM, and shall repair any damage caused by such
removal. Property not so removed shall be deemed to be abandoned by the
Partnership and the Partnership's interests therein shall become the property of
PFM, and PFM may cause such property to be removed from the Premises and
disposed of, but the cost of any such removal and disposition and of repairing
any damage caused by such removal shall be borne by the Partnership.
23. Separability; Binding Effect. Each provision hereby shall be separate
----------------------------
and independent and the breach of any such provision by PFM shall not discharge
or relieve the Partnership from its obligations to perform each and every
covenant to be performed by the Partnership hereunder. If any provision hereof
or the application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remaining provisions hereof, or
-30-
the application of such provision to persons or circumstances other than those
as to which it is valid or unenforceable, shall not be affected thereby, and
each provision hereof shall be valid and shall be enforceable to the extent
permitted by law. All provisions contained in this Sublease shall be binding
upon, inure to the benefit of, and be enforceable by, the respective successors
and assigns of PFM and the Partnership to the same extent as if each such
successor and assign were named as a party hereto. This Sublease may not be
changed, modified or discharged except by a writing signed by PFM and the
Partnership. This Sublease shall be governed by the laws of the state in which
the Premises are located.
24. Investment Tax Credit. PFM agrees to elect, concurrently with the
---------------------
execution and delivery of this Sublease, in accordance with Section 48(d) of the
Internal Revenue Code and the regulations thereunder to treat the Partnership as
having acquired the New Improvements for an amount equal to its fair market
value so that the Partnership may obtain the benefit of the credit, if any,
allowable by Section 38 of the Internal Revenue Code with respect to the New
Improvements. PFM shall not claim any such credit with respect to the New
Improvements.
25. Schedules. Attached hereto are Schedules A, X-0, X-0, X-0, X-0, B
---------
and C referred to in this Sublease, which Schedules are hereby incorporated by
reference herein.
26. Memorandum. At the request of either party, PFM and the Partnership
----------
shall execute and deliver a Memorandum of Sublease and Lease, making reference
to this instrument and in form suitable for recording in the public records of
Wood County, Ohio.
27. No Personal Liability. Unless and until Owner agrees to allow personal
---------------------
liability of PFM-EG as a partner of the Partnership, it is expressly agreed and
understood between PFM and the Partnership, anything in this Sublease to the
contrary notwithstanding, that any and all of the
-31-
covenants, undertakings and agreements herein made by the Partnership are not
made or intended as personal covenants, undertakings and agreements of the
individual partners of the Partnership, or their respective parent corporations,
but are made and intended for the purpose or with the intent of binding the
assets of the Partnership only, and no personal liability or responsibility is
assumed by or shall at any time be asserted or enforceable against the
individual partner of the Partnership, or their respective parent corporations
on account of this Sublease or on account of any covenants, undertakings or
agreements contained in this Sublease, either express or implied, and on account
of any judgments brought to enforce or determine such covenants, undertakings or
agreements, all such liability, if any. being expressly waived by PFM and by-
persons claiming by through or under PFM.
-32-
IN WITNESS WHEREOF, PFM and the Partnership have each caused this
Sublease to be duly executed and delivered, all as of the date first above
written.
PRE FINISH METALS INCORPORATED
By:___________________________________
Chairman
(CORPORATE SEAL)
ATTEST:
_______________________________________
Secretary
Witnesses as to XXXXXXXXX COATINGS, AN ILLINOIS
both signatures: PARTNERSHIP
______________ By: E. G. Steel Inc., a partner
______________ By:____________________________________
Mgr. Financial Services
Witnesses By: Inland Steel Electrogalvanizing Corporation, a
partner
______________
______________ By:____________________________________
Treasurer
Witnesses By: Pre Finish Metals (EG)
Incorporated, a partner
______________
By:____________________________________
______________ Chairman
-00-
XXXXX XX XXXXXXXX )
) ss.
COUNTY OF XXXX )
Before me, Xxxx X. Xxxxx a Notary Public, in and for said county,
personally appeared the above named PRE FINISH METALS, INCORPORATED, an Illinois
corporation, by W. N. XXXXXXX and X. X. XXXXXXX, known to me to be the persons
who, as Chairman and Secretary, respectively, of Pre Finish Metals,
Incorporated, the corporation which executed the foregoing instrument, signed
the same and who acknowledged that they did sign the foregoing instrument on
behalf of said corporation and by authority of its Board of Directors, that said
instrument is the free act and deed of each of them personally, and in the
capacities indicated, and the free act and deed of such corporation.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name at Chicago,
IL this 14th day of April, 1986.
/s/ Xxxx X. Xxxxx
---------------------------------
Notary Public
My Commission expires: 10/29/88
[Seal]
-00-
XXXXX XX XXXXXXXX )
) ss.
COUNTY OF XXXX )
Before me, Xxxx X. Xxxxx a Notary Public, in and for said county,
personally appeared the above named EGL STEEL, INC., a partner of XXXXXXXXX
COATINGS, An Illinois Partnership, by Xxxxxx Xxxxx, known to me to be the person
who, as Manager Financial Services of such partner which executed the foregoing
instrument, signed the same and who acknowledged that he did sign the foregoing
instrument on behalf of the partnership and had full authority to do so, that
said instrument is his free act and deed and in the capacity indicated, and the
free act and deed of such partnership.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name at Chicago,
IL this 14th day of April, 1986.
/s/ Xxxx X. Xxxxx
-----------------------------------
Notary Public
My Commission expires: 10/29/88
[Seal]
-00-
XXXXX XX XXXXXXXX )
) ss.
COUNTY OF XXXX )
Before me, Xxxx X. Xxxxx a Notary Public, in and for said county,
personally appeared the above named PRE FINISH METALS (EG) INCORPORATED, a
partner of XXXXXXXXX COATINGS, An Illinois Partnership, by W. N. Xxxxxxx, known
to me to be the person who, as Chairman of such partner which executed the
foregoing instrument, signed the same and who acknowledged that he did sign the
foregoing instrument on behalf of the partnership and had full authority to do
so, that said instrument is his free act and deed and in the capacity indicated,
and the free act and deed of such partnership.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name at Chicago,
IL this 14th day of April, 1986.
/s/ Xxxx X. Xxxxx
------------------------------------
Notary Public
My Commission expires: 10/29/88
[Seal]
-00-
XXXXX XX XXXXXXXX )
) ss.
COUNTY OF XXXX )
Before me, Xxxx X. Xxxxx a Notary Public, in and for said county,
personally appeared the above named INLAND ELECTROGALVANIZING CORPORATION, a
partner of XXXXXXXXX COATINGS, An Illinois Partnership, by X. X. Xxxxxx, known
to me to be the person who, as Treasurer of such partner which executed the
foregoing instrument, signed the same and who acknowledged that he did sign the
foregoing instrument on behalf of the partnership and had full authority to do
so, that said instrument is his free act and deed and in the capacity indicated,
and the free act and deed of such partnership.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name at Chicago,
IL this 14th day of April, 1986.
/s/ Xxxx X. Xxxxx
------------------------------------
Notary Public
My Commission expires: 10/29/88
[Seal]
-37-
