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EXHIBIT 99.2
Lease dated September 11, 1980 by and between Gulf Oil Corporation and Crown
Zellerbach Corporation relating to the Orange, Texas Plant (the rights and
obligations of the lessee under the foregoing Lease have been assigned
ultimately to Printpack, Inc.).
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L E A S E
PARTIES
THIS INDENTURE OF LEASE made and entered into this 11th day of September,
1980, but effective as of January 1, 1981, by and between GULF OIL CORPORATION,
a Pennsylvania corporation, having offices in the Two Houston Center, Ninth and
Fannin, Houston, Texas (hereinafter called "Landlord"), and CROWN ZELLERBACH
CORPORATION, a Nevada corporation, of Xxx Xxxx Xxxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx (hereinafter called "Tenant").
W I T N E S S E T H:
WHEREAS, the parties on July 1, 1966, entered into a certain lease
relating to the leasing and construction by the Landlord for the Tenant of a
plant located adjacent to the Landlord's plant at Orange, Texas; and
WHEREAS, on October 26, 1973, the parties extended said lease effective as
of January 2, 1975; and
WHEREAS, the parties now desire to enter into a new lease effective as of
January 1, 1981;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
of the parties herein set forth, the parties hereto agree as follows:
ARTICLE I
PREMISES
That the Landlord for and in consideration of the rents, covenants,
agreements and conditions hereinafter mentioned, to be kept and performed by
the Tenant, agrees to rent, lease and let, and by these presents does rent,
lease and let unto the Tenant a tract of land, and the improvements thereon, in
close proximity to Landlord's plant facility at Orange, Texas, which land is
described as follows:
Commencing at the point of intersection of the center lines of X.X.
0000 Xxxx xxx Xxxxxxx Xxxx; thence South 564.0 feet to a point; thence
West 20.0 Feet to the Westerly boundary of said Xxxxxxx Road and the True
Point of Beginning; thence West 270.0 feet to a point; thence South 60.0
feet to a point; thence West 98.0 feet to a point; thence South 560.0
feet to a point; thence East 368.0 feet to a point on the Westerly line
of Foremen Road; thence North 620.0 feet to the point of beginning,
containing approximately 5.10 acres.
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ARTICLE II
TERM
TO HAVE AND TO HOLD THE SAID PREMISES, together with all and singular the
improvements, appurtenances, rights, privileges and easements thereunto
belonging in any ways appertaining, unto the Tenant for a term of five (5)
years, beginning upon January 1, 1981, and ending five (5) years thereafter.
The term may be extended by Tenant pursuant to the options granted Tenant under
Article III herein.
ARTICLE III
OPTION TERMS
Tenant may extend the term of this lease for three successive option terms
of five years (5) each with the first of such terms commencing January 1, 1986.
Each successive option shall be exercised by Tenant by written notice to
Landlord given no later than sixty (60) days prior to the expiration of the
preceding term. During any of the option terms Tenant may terminate this lease
by giving six month's written notice to Landlord. Rental during the option
term shall be as set forth in Article IV.
ARTICLE IV
RENTAL
(a) Tenant covenants, stipulates and agrees to pay Landlord as rental for
said demised premises during the primary term set forth in Article II a rental
of sixteen thousand, seven hundred sixty three dollars and sixty cents
($16,763.60) per month payable on the first day of each month.
Until the Tenant receives other instructions in writing from Landlord,
Tenant shall pay all rentals under this lease to Landlord at the office of
Landlord heretofore stated.
(b) Rent during each option term shall be determined after exercise of the
option by Tenant and prior to the commencement of the term and shall be the
fair market rental value of the
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premises based on comparable properties with comparable leases. If the parties
are unable to agree on a fair market rental value the issue shall be settled by
arbitration pursuant to Article XX.
(c) During both the primary terms and any option term Tenant shall pay as
additional rent the full amount of any taxes or assessments, general or
special, paid by or charged to the Landlord in each year on the land,
improvements and appurtenances leased hereunder, together with the cost to
Landlord of fire and extended coverage insurance on the improvements as
provided for in Article XI, provided, however, that Tenant shall have the right
to contest the amount or method of valuation of any such tax or assessment in
sufficient time to permit Tenant to contest the same if Tenant so desires.
Landlord shall cooperate in any such contest by Tenant provided that Tenant
shall bear the entire expense and shall reimburse Landlord for any cost it
incurs because of such contest.
ARTICLE V
QUIET POSSESSION
Landlord further covenants and warrants that if Tenant shall discharge the
obligations herein set forth to be performed by Tenant, Tenant shall have and
enjoy the quiet and undisturbed possession of the demised premises, together
with all appurtenances appertaining or appendant thereto, subject to Landlord's
termination rights as hereinafter set forth.
ARTICLE VI
USE OF PREMISES
The Tenant agrees, and it is a condition hereof, that the leased premises
shall be used by Tenant only for manufacturing, storage and distribution of
products manufactured, stored or distributed by Tenant and its subsidiaries and
any related activities. In the event of an assignment of this lease pursuant
to Article XIV, this clause shall be modified to correspond to the business of
the assignee so long as the assignee's projected use is compatible with the
premises.
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ARTICLE VII
FIXTURES
The Tenant may, on the termination of this lease, remove from said
premises any fixtures, furnishings and other equipment which Tenant may have
installed at its own expense or otherwise supplied during the Tenants occupancy
of said premises. Landlord may at his option require removal of fixtures on
termination where Tenant would not otherwise remove fixtures. Tenant agrees to
repair any damage that may be done to the demised premises resulting from the
removal of such furnishings, fixtures and other equipment.
ARTICLE VIII
UTILITIES
Tenant shall pay all charges for gas, electricity and other utilities used
on said premises during this lease. However, where Landlord is able so to do,
Landlord shall have the right to furnish any such utilities to Tenant and
Tenant shall reimburse Landlord monthly, for Landlord's cost in providing such
utilities.
ARTICLE IX
REPAIR CLAUSE
Except as otherwise specifically provided in Article X, Tenant shall
maintain in good condition and repair the entire leased premises during the
term of this lease. In the event, however, that any loss or damage not
included under the provisions of Article X is insured under the terms of
Landlord's fire and extended coverage insurance, then the repairs shall be made
by Landlord only to the extent of the actual insurance recovery by the
Landlord. Tenant agrees and covenants that it will not permit waste in or on
the premises, that it will not load the floors or other structural supports in
the building in excess of the loading capacity for which the building
was designed, and Tenant shall keep the entire premises in good and safe
condition and clear of rubbish and fire hazards.
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ARTICLE X
FIRE AND CASUALTY
In the event the premises shall during the term of this lease be damaged
or destroyed by fire or other casualty, the peril of which is reasonably
insurable by Landlord, Landlord shall and will forthwith proceed with due
diligence to repair and/or rebuild the same, to substantially the same
condition as prior to such damage.
In the event the premises are damaged by a casualty not reasonably
insurable by Landlord, and the cost of repair thereof is $50,000 or less, then
Landlord shall repair and restore the premises, in which event this lease shall
remain in full force and effect; provided that Landlord shall not be required
to effect such repair and restoration if such casualty shall occur during the
last year of the lease. It is further provided that in the event the premises
are damaged by a casualty not reasonably insurable, and the cost of repair
thereof exceeds $50,000.00, then either party hereto shall have the right to
require that the premises be repaired and restored and the cost thereof shall
be equally shared by both landlord and Tenant, in which event this lease shall
remain in full force and effect. In such event the party hereto desiring that
such repair and restoration be made shall give written notice thereof to the
other party within thirty (30) days after the casualty. The actual repair and
restoration, in such event, shall be made by Landlord, and Tenant shall advance
its share thereof to Landlord as repair and restoration progresses. If during
the last year of this lease the premises are "totally destroyed" by a casualty
not reasonably insurable by the Landlord, and the total cost of restoring the
same is in excess of $1,000,000, then the Tenant, at its option, either may
cancel by such written notice the lease without penalty or pay one-half (1/2)
of the cost to rebuild the facility, in which event Landlord shall be required
to restore and repair the premises, and the lease shall remain in full force
and effect. "Totally destroyed" as used in this paragraph shall mean damage,
the repair or restoration of which shall cost eighty percent (80%) or more of
the original cost of the leased premises exclusive of land.
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During any period of restoration provided for herein and until the
premises are put in good and tenantable order, the rentals or a fair and just
proportion thereof, according to the nature and extent of the damage sustained,
and the tenantability of the premises, shall, until said premises are restored,
be suspended and cease, and if Tenant shall have paid rent in advance, Landlord
shall immediately pay to Tenant an amount equal to that portion of the rent so
paid in advance, payment of which is suspended.
All casualties, and only such, for which coverage is available in normal
fire and extended coverage insurance policies in the area where the demised
premises are located shall be deemed "reasonably insurable casualties,"
including but not by way of limitation, fire, explosion (other than nuclear
explosions), tornado or other windstorm, hail, lightning, riot and civil
commotion, vandalism, malicious mischief, falling aircraft, items falling from
aircraft, and excluding flood, earthquake, nuclear explosion, war or war-like
action in time of peace, including action in combating or defending against
actual, impending or expected attack.
ARTICLE XI
LANDLORD'S INSURANCE
Landlord shall keep, during the term or extended term of the lease, the
building on the demised premises insured against loss or damage by fire and
extended coverage insurance insuring Landlord against loss from reasonably
insurable casualties as above defined in Article V, to the extent of at least
ninety percent (90%) of the replacement cost value thereof including a
deductible per occurrence of not more than $1,000,000. All such policies of
insurance shall waive right of subrogation in favor of Tenant. Landlord shall
have the exclusive right to make all settlements thereunder and to receive and
receipt for all payments made thereunder, and all such payments shall belong
solely to Landlord. Tenant shall not be responsible or liable for
damage to the leased premises caused by a reasonably insurable casualty as
above defined even though occasioned by the negligence of Tenant.
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ARTICLE XII
ALTERATIONS
Tenant shall make no significant changes, alterations or additions in and
to the leased premises without the written consent of the Landlord, which
consent will not be unreasonably withheld. Any change, alteration or addition
made by the Tenant to the leased premises shall become the property of the
Landlord and shall be considered as a part of the herein demised premises.
ARTICLE XIII
SIGNS
Tenant shall have the right to place a sign or signs on the exterior of
the building or in the landscaped area of the premises providing such sign
shall be a designation or advertisement pertaining only to the general business
of Tenant.
ARTICLE XIV
ASSIGNMENT OR SUBLETTING
This lease may not be assigned or sublet by the Tenant without the consent
of the Landlord. In the event of such assignment or subletting, the Tenant
shall be responsible for the terms and conditions of this lease and the
performance thereof, and shall not be released therefrom. Lessor shall have
the right to refuse any sublease or assignment without cause provided that in
the event of such refusal Tenant may terminate this lease without any further
liability on its part.
ARTICLE XV
DEFAULT CLAUSE
If the Tenant should default in the payment of any rent herein reserved or
in the performance of any of its obligations under this lease, and if the
Landlord should give to the Tenant notice in writing of such default and the
Tenant should fail to cure the default with thirty (30) days after the date of
receipt of such notice, or if the default should be of such a character as to
require more than thirty (30) days to cure and the Tenant should fail to use
reasonable diligence in curing
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such default, then and in an such event, the Landlord may, at Landlord's
option, terminate this lease. In the event (a) Tenant should cease its
operations on the leased premises for a period of six (6) months, or (b) Tenant
should abandon the leased premises, then Landlord may, at its election
terminate this lease by written notice thereof to Tenant; provided, however,
should Tenant's cessation of operations be due to Acts of God, strikes, war,
force majeure, or other causes beyond the control of Tenant, then unless said
termination is authorized by other provisions of this lease) during such period
of cessation, so caused, Landlord may not cancel this lease. Upon such
termination hereinabove described, Landlord may re-enter the leased premises
without further notice or demand without being in any manner liable therefor,
and Landlord may hold the leased premises free from any further liability on
the part of Landlord hereunder, except such liability as may have arisen
theretofore, or Landlord may enter the leased premises as aforesaid and, as
agent of tenant, re-let the same for the balance of the term of this lease, or
for a shorter or a longer term, and may receive the rent therefore, applying
the same, first to the payment of the expense of such re-letting and second to
the payment of rent due and to become due by these presents, tenant remaining
liable for and agreeing hereby to pay any deficiency. The filing of any
petition in bankruptcy or insolvency, or for reorganization under the
Bankruptcy Act, either by or against Tenant or anyone claiming under Tenant, or
an assignment for the benefit of creditors by Tenant or anyone claiming under
Tenant, unless the foregoing events be vacated, canceled or nullified within a
period of sixty (60) days, shall constitute a breach of this lease, and
Landlord shall forthwith on such breach be entitled to collect damages therefor
as provided by law, and, in addition thereto, Landlord shall have the rights of
termination and re-entry as hereinbefore set forth. If the Landlord should
default in the performance of any of its obligations under this lease, and if
Tenant should give to the Landlord notice in writing of such default and the
Landlord should fail to cure the default within thirty (30) days after the date
of receipt of such notice, or if the default should be of such character as to
require more than thirty (30) days to cure and the Landlord should fail to use
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reasonable diligence in curing such default, then and in any such event, the
Tenant may, at Tenant's option, terminate this lease without any penalty.
ARTICLE XVI
HOLD HARMLESS AND LIABILITY
Tenant agrees to indemnify and hold harmless the Landlord from all claims
and causes of action for damage to property or injury to person or persons
occurring in, on or about the leased premises or arising out of the use and
operation of the leased premises by the Tenant.
TENANT'S INSURANCE
Tenant agrees to maintain in effect during the term of This lease the
following insurance:
Workers Compensation as required by the laws of the State of Texas. Such
Insurance shall contain a waiver of subrogation in favor of Landlord.
Comprehensive General Liability Insurance naming the Landlord as an
additional insured for limits not less than $500,000 each person and $1,000,000
each occurrence as respects Property Damage.
Should Tenant maintain physical damage insurance on its machinery,
equipment, supplies and inventories as well as all other property on the leased
premises, such insurance shall include a waiver of subrogation in favor of
Landlord.
Certificates evidencing the above insurance shall be furnished Landlord
and shall provide for at least ten (10) days' prior written notice as respects
cancellation or material change therein.
Tenant may comply with the provisions of this paragraph by providing
Landlord with evidence satisfactory to Landlord of Tenant's capacity to self
insure.
ARTICLE XVII
NOTICES
All notices under this lease shall be in writing and shall be sent to the
respective party by registered United States Mail, postage prepaid, and notice
to the Landlord shall be addressed to Landlord at the address heretofore stated
and to Tenant at the address heretofore stated. The
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respective parties may change the address to which they desire notices be sent
by written notice to the other party. Notices shall be deemed to have been
delivered as of the time they are deposited in the United States Mail as
aforesaid.
ARTICLE XVIII
INSPECTION
Landlord reserves the right to enter into and upon the leased premises at
all times for the purpose of inspection, compliance with government regulations
or requests, preservation of the property, and for any other reason not
unreasonably in conflict with Tenant's use of the premises. Tenant shall
comply with all federal, state, and local statutes, regulations, ordinances,
and other laws.
ARTICLE XIX
UTILITIES AND ADDITIONAL USE THEREOF
Landlord has caused to be constructed and brought into the leased premises
railroad trackage, the necessary water and stream lines, sewer pipes, gas
mains, and other necessary utilities. Tenant's right to the use thereof shall
be in common with Landlord or any other tenant or customer of Landlord and
Landlord reserves the right to itself, its agents and employees to connect into
or attach to or extend and utilize any of the aforesaid utilities and
facilities, together with the right to enter into and upon the leased premises
for such purposes and the maintenance or relocation thereof.
The repair and maintenance of such utilities shall be done by Landlord at
its cost, and Tenant expressly waives any liability on the part of Landlord for
the manner or means of making any repairs or maintenance thereof; provided that
no additional use thereof shall be commenced after the commencement of the term
of this lease which will under normal conditions interfere with the use thereof
by the Tenant reasonably foreseeable at such date, and in no event shall
Landlord be liable to Tenant for the failure of the operation of any of such
utilities. All cost of repair and maintenance shall be borne by Tenant, except
in the event the utility is being utilized by others
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including Landlord, whose continued use thereof requires such maintenance and
repairs, then Tenant shall bear such part of the costs as Tenant's use of such
utility bears to the combined usage of Tenant and such other user or users.
ARTICLE XX
ARBITRATION
It is further agreed by and between the parties that any dispute or
difference arising between the parties relative to the determination of the
rents, the obligations hereunder or the terms hereof, shall be settled by
arbitration. When such arises, either party shall have the right to notify the
other party in writing of its desire for arbitration and the nature of the
question to be arbitrated, and within ten (10) days after the receipt by such
other party of the notice of arbitration, each party shall appoint an
arbitrator qualified in the field to be arbitrated, and notice of such
appointment shall be given the respective party by the party making the
appointment. The arbitrators so appointed shall select a third similarly
qualified arbitrator, and the three arbitrators shall thereafter determine and
decide the question in dispute. A majority decision shall be final and binding
upon the respective parties hereto. In the event either party fails to appoint
an arbitrator as herein provided for, then the decision of the arbitrator
appointed shall be binding upon the parties.
ARTICLE XXI
It is further hereby expressly agreed and understood that all covenants,
agreements, provisions and conditions of this lease shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. The lease agreement shall be governed by and construed under the laws
of Texas.
ARTICLE XXII
HAZARDOUS WASTE ACTIVITIES
Tenant shall at all times during the term of this lease, comply with all
of the requirements of the Resource Conservation and Recovery Act and all
regulations derived therefrom relating to the storage, treatment or disposal of
hazardous waste on the premises. Tenant agrees to indemnify
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Landlord for all claims and suits, of whatever nature associated with the
storage, treatment, disposal or use of any hazardous chemical or substance by
Tenant.
IN WITNESS WHEREOF, Landlord and Tenant have caused this lease to be duly
executed the day and year first above written.
GULF OIL CORPORATION
ATTEST: By: /s/
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---------------------------------- President, Gulf Oil Chemicals Company
ATTEST: CROWN ZELLERBACH CORPORATION
/s/ X.X. Xxxxxxx By: /s/ X.X. Xxxxxxx
---------------------------------- -------------------------------------
X. X. Xxxxxxx, Assistant Secretary X. X. Xxxxxxx, Vice President
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