1
Exhibit 10.29
LEASE AGREEMENT WITH OPTION TO PURCHASE
THIS LEASE AGREEMENT ("Lease") is made and entered into as of the 1st
day of August, 1997, by and between XXXXXX XXXXXX, TRUSTEE U/T/D June 21, 1995
("Lessor") and SINTERLOY CORPORATION, a Delaware corporation ("Lessee").
WITNESSETH:
1 PREMISES. Lessor, for and in consideration of the covenants hereinafter
contained and made on the part of the Lessee, does lease to the Lessee certain
premises located at 0000 Xxxxx Xxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxx 00000, as more
particularly described in Exhibit "A" attached hereto (the "Premises"),
consisting of an approximate 3.7 acre lot improved with a one-story masonry
building containing approximately 41,586 square feet (as may be further expanded
or improved, the "Building").
2 INITIAL TERM. The initial term of this Lease shall be for a period of five (5)
years, commencing as of August 1, 1997 (the "Commencement Date"), and ending
July 31, 2002 (the "Initial Term").
3 OPTIONS FOR RENEWAL TERMS. Lessee shall have the option to renew this Lease
for two (2) consecutive renewal terms of five (5) years each, on the same terms
and conditions as herein provided, except that (a) the Base Rent shall be
adjusted as provided below, and (b) there shall be no purchase option available
during the renewal terms. If Lessee desires to exercise a renewal option granted
herein it must deliver written notice to Lessor not less than one hundred and
twenty (120) days prior to the expiration of the Initial Term or the then
current renewal term of Lessee's intent to renew. The Initial Term and any
renewal terms are hereinafter referred to herein as the "Term." The Base Rent
for the first renewal term shall be increased by the lesser of (a) the
percentage change in the Consumer Price Index during the Initial Term, or (b)
17.5%. The Base Rent for the second renewal term shall be increased by the
percentage change in the Consumer Price Index from the Commencement Date through
the end of the first renewal term. As used in this Lease, the "Consumer Price
Index" shall mean the Consumer Price Index Detailed Report, All Items, Chicago,
Illinois-Northwestern Indiana, published by the Bureau of Labor Statistics of
the United States Department of Labor.
4 BASE RENT. For the Initial Term, Lessee shall pay to Lessor as and for Base
Rent the sum of $114,361.50 per annum ($2.75 per square foot) payable in equal
monthly installments of $9,530.13 payable in advance on the Commencement Date
and on the same day of each month thereafter. Lessee shall cause payment of the
Base Rent and all other charges due hereunder to be made without offset or
deduction to Lessor at its address stated herein or to such
1
2
other person or at such other address as Lessor may from time to time designate
in writing to Lessee. Any amounts not paid within five (5) days of the date the
same is due hereunder shall bear interest from the date due until the date
received by Lessor at the rate of twelve percent (12%) per annum. The parties
agree that such late charges represent a fair and reasonable estimate of the
cost Lessor will incur by reason of late payment by Lessee.
5 CONDITION OF PREMISES. Lessor shall deliver the Premises to Lessee in good
condition with all mechanical components in good operating condition and all
structural components sound. If the Premises do not comply with the foregoing
described condition on the Commencement Date, Lessee shall so notify Lessor in
writing setting forth with specificity the nature and extent of such
non-compliance. Lessor, at its expense, shall promptly rectify any such
non-compliance. If Lessee does not give Lessor written notice of non-compliance
within thirty (30) days after the Commencement Date, Lessee shall be
conclusively deemed to have accepted the Premises as satisfying the above
described condition, and any correction of any non-compliance shall be the
obligation of Lessee at Lessee's cost and expense. Notwithstanding any provision
herein to the contrary, Lessor shall be responsible to promptly repair, at
Lessor's sole expense, any damage to or defect in the structural portions of the
Building including the roof, the foundation, and interior and exterior walls,
which damage or defect existed at the time this Lease was entered into, and was
not caused by the acts or omissions of Lessee.
6 USE OF PREMISES. Lessee shall use and occupy the Premises only for the purpose
of engaging in the manufacture of friction and powdered metal products and
activities incidental thereto and any other activities to which Lessor may agree
in writing, which agreement will not be unreasonable withheld.
7 NET LEASE. It is the understanding and agreement of the parties that this is a
net lease. Lessee shall be responsible for and pay all charges for Real Property
Taxes, utilities used upon or furnished to the Premises and all costs of
operating, maintaining and repairing the Premises. Without limiting the
foregoing:
7.1 Lessee's Obligations. Subject to the provisions of Section 5,
Lessee shall at Lessee's sole cost and expense and at all times keep the
Premises and every part thereof in good order, condition and repair, structural
and non-structural (whether or not the need for such repairs occurs as a result
of Lessee's use or any prior use, the elements or the age of the Premises or any
other cause), including, without limiting the generality of the foregoing, all
equipment or facilities serving the Premises, such as plumbing, heating, air
conditioning, ventilating, electrical, lighting facilities, boilers, fired and
un-fired pressure vessels,
2
3
fire sprinkler and/or standpipe and hose or other automatic fire extinguishing
system, including fire alarm and/or smoke detection systems and equipment, fire
hydrants, fixtures, walls (interior and exterior), foundations, ceilings, roofs,
floors, windows, doors, plate glass, skylights, signs, sidewalks and parkways
located in, on or about the Premises. Lessee shall not cause or permit any
Hazardous Substance (as hereinafter defined) to be spilled or released in, on,
under or about the Premises (including through the plumbing or sanitary sewer
system) and shall promptly, at Lessee's expense, take all investigatory and/or
remedial action reasonably recommended whether or not formally ordered or
required for the cleanup of any contamination of and for the maintenance,
security and/or monitoring of the Premises, the elements surrounding same, or
neighboring properties, that was caused or materially contributed to by Lessee
or pertaining to or involving any Hazardous Substance and/or storage tank
brought onto the Premises by or for Lessee or under its control. Lessee in
keeping the Premises in good order, condition and repair, shall exercise and
perform good maintenance practices. Lessee's obligations shall include
restorations, replacements or renewals when necessary to keep the Premises and
all improvements thereon or a part thereof in good order, condition and state of
repair. As used in this Lease, the term "Hazardous Substances" has the meanings
assigned to it in the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended and, in addition, will include fuel oil and
petroleum and any constituent thereof and any petroleum-based product.
7.2 Lessor's Obligations. Except for the undertakings of Lessor
contained in Section 5, it is intended by the parties hereto that Lessor shall
have no obligation in any manner whatsoever to repair and maintain the Premises,
the improvements located thereon, or the equipment therein, whether structural
or non-structural, all of which obligations are intended to be that of Lessee.
It is the intention of the parties that the terms of this Lease govern the
respective obligations of the parties as to maintenance and repair of the
Premises. Lessee and Lessor expressly waive the benefit of any statute now or
hereafter in effect to the extent it is inconsistent with the terms of this
Lease with respect to or which affords Lessee the right to make repairs at the
expense of Lessor or to terminate this Lease by reason of any needed repairs.
8. REAL PROPERTY TAXES. As used herein the term "Real Property Taxes" shall
include any form of real estate taxes or assessments, general, special, ordinary
or extraordinary, and any license fees, commercial rent taxes, improvement
bonds, levy or tax (other than inheritance, income or estate taxes) accruing
during the Term of this Lease and imposed upon the Premises for any reason by
any authority having the power to levy such assessments or taxes. Lessee shall
pay to Lessor an amount equal to all Real Property
3
4
Taxes within ten (10) days of notice from Lessor of the amount of such Real
Property Taxes coming due.
9 INSURANCE. Lessee shall maintain, with responsible licensed companies
reasonably satisfactory to Lessor: (i) commercial general liability insurance
insuring Lessee and naming Lessor as an additional insured, against all claims,
demands, or actions for injury to or death of one or more than one person
arising from any one occurrence with limits during the Initial Term of not less
than $1,000,000 single occurrence and $2,000,000 aggregate; and (ii) fire and
extended coverage insurance on the Building, including vandalism and malicious
mischief, which fire and extended coverage insurance shall be in an amount not
less than $1,000,000, and shall name Lessor as a loss payee and additional
insured. For each renewal term the insurance coverage specified above shall be
increased or decreased by the percentage change in the Consumer Price Index from
the commencement date of the Initial Term or previous renewal term through the
last month of the fifth year of such Initial Term or renewal term. Lessee, at
Lessee's sole option and expense, may also obtain a replacement cost endorsement
insuring furniture, furnishings, contents, merchandise, and any other personal
property of Lessee located within the Premises.
10 CAPITAL REPAIRS AND IMPROVEMENTS - UTILITY INSTALLATIONS; TRADE FIXTURES;
ALTERATIONS. Subject to the provisions of this Section, Lessee may, at Lessee's
sole expense, install and construct such fixtures and improvements in and to the
Premises as Lessee deems necessary or desirable to facilitate the operation of
Lessee's business ("Lessee's Improvements").
10.1 Definitions:
10.1.0.1 "Utility Installations" is used in this
Lease to refer to all carpeting, window coverings, air lines, power panels,
electrical distribution, security, fire protection systems, wiring and cabling,
lighting fixtures, heating, ventilating, and air conditioning equipment,
plumbing, and fencing, in, on or about the Premises.
10.1.0.2 "Trade Fixtures" shall mean Lessee's
machinery and equipment that can be removed without doing material damage to the
Premises.
10.1.0.3 "Alterations" shall mean any modification of
the improvements on the Premises made by Lessee other than Utility Installations
or Trade Fixtures, whether by addition or deletion.
10.2 Lessee shall not make any Alterations or Utility Installations in,
on, under or about the Premises without Lessor's prior written consent, which
consent shall not be unreasonably withheld. Lessee may, however, make
non-structural Utility Installations and Alterations to the interior of the
Premises
4
5
(excluding the roof), as long as they do not involve puncturing, relocating or
removing the roof or any existing walls, and the cumulative cost thereof during
the term of this Lease as extended does not exceed $25,000.
10.3 Any Alterations or Utility Installations that Lessee shall desire
to make and which require the consent of Lessor shall be presented to Lessor in
written form with proposed detailed plans. All consents given by Lessor, shall
be deemed conditioned upon: (i) Lessee's acquiring all applicable permits
required by governmental authorities; (ii) the furnishing of copies of such
permits together with a copy of the plans and specifications for the Alterations
or Utility Installations to Lessor prior to commencement of the work thereon;
and (iii) the compliance by Lessee with all conditions of said permits in a
prompt and expeditious manner. Any Alterations or Utility Installations by
Lessee during the term of this Lease shall be done in a good and workmanlike
manner, with good and sufficient materials, and in compliance with all
Applicable Laws (as hereinafter defined). Lessee shall promptly upon completion
thereof furnish Lessor with as-built plans and specifications therefor.
10.4 Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lessee at or for use on
the Premises which claims are or may be secured by any mechanics' or
materialmen's lien against the Premises or any interest therein. Lessee shall
give Lessor not less than ten (10) days' notice prior to the commencement of any
work in, on or about the Premises and Lessor shall have the right to post
notices of non-responsibility in or on the Premises as provided by law. If
Lessee shall, in good faith, contest the validity of any such lien, claim or
demand then Lessee shall at its sole expense defend and protect itself, Lessor
and the Premises against the same and shall pay and satisfy any such adverse
judgement that may be rendered thereon before the enforcement thereof against
Lessor or the Premises. In addition, Lessor may require Lessee to pay Lessor's
attorney's fees and costs in participating in such action if Lessor shall decide
it is to its best interest to do so.
10.5 All Alterations and Utility Installations made to the Premises by
Lessee shall be the property of and owned by Lessor.
11 COMPLIANCE WITH LAWS. During the term of this Lease, Lessee shall comply in
all material respects with all present and future laws, acts, rules,
requirements, orders, directions of proper public officers, ordinances and
regulations concerning Lessee's occupancy of the Premises or any part thereof,
or the use thereof (collectively, "Applicable Laws").
12 LESSEE'S COVENANTS. In addition to its other covenants
5
6
contained herein, Lessee covenants and agrees as follows:
12.1 Lessee, upon the expiration or termination of this Lease, shall
remove its goods and effects and those of all persons claiming under it, shall
repair any damage caused by such removal, and shall yield up the same peaceably
to Lessor in good order and repair and otherwise in the same condition as at the
commencement of the Term, except for reasonable wear and tear. "Reasonable wear
and tear" shall not include any damage or deterioration that would have been
prevented by good maintenance practice or by Lessee performing all of its
obligations under this Lease. Except as otherwise agreed or specified in writing
by Lessor, the Premises, as surrendered, shall include the Utility
Installations. The obligations of Lessee shall include the repair of any damage
occasioned by the installation, maintenance or removal of any Alterations and/or
Utility Installations, as well as the removal of any storage tank installed by
or for Lessee or those claiming through it, and the removal, replacement, or
remediation of any soil, material or ground water contaminated by Lessee or
those claiming through it, all as may then be required by applicable law and/or
good service practice.
12.2 Lessee shall permit Lessor and its agents on reasonable notice and
at reasonable times to examine the Premises.
12.3 Lessee shall use and occupy the Premises in a careful, safe and
proper manner and shall keep the Premises in a clean, safe and healthy condition
in accordance, in all material respects, with all Applicable Laws. Lessee shall
not permit the Premises to be used for any unlawful purpose, commit any waste
thereof or commit any nuisance.
12.4 Lessee shall not cause or permit the creation or filing of any
lien upon the Premises or any portion thereof which is not released, satisfied
or otherwise removed of record within ninety (90) days after its filing.
12.5 If Lessee shall fail to perform any of its obligations hereunder,
Lessor may thereafter, without thereby waiving any obligation of Lessee or any
default, make the payment or perform or comply with the agreement, the
nonpayment, nonperformance or noncompliance with which constituted such failure
by Lessee, and the amount of such payment and the amount of the reasonable
expenses of Lessor incurred in connection with such payment or the performance
of or compliance with such agreement, as the case may be, shall be payable by
Lessee upon demand.
13 SUBLETTING AND ASSIGNMENT. Lessee shall not sublet the Premises or any part
thereof, or assign this Lease, without in each case having first obtained the
written consent of Lessor, which consent shall not be unreasonably withheld.
Any consent by
6
7
Lessor to any assignment or subletting shall not constitute waiver of the
necessity of such consent to any subsequent assignment or subletting and shall
not relieve Lessee of any of its obligations or liability hereunder.
14 DAMAGE OR DESTRUCTION OF THE PREMISES. In the event of partial damage to or
destruction of the Premises, Lessor shall proceed with all reasonable speed to
repair such damage or
7
8
destruction and to restore the Premises as nearly as practicable to their
condition immediately preceding such damage or destruction, provided that such
damage or destruction: (a) does not exceed fifty percent (50%) of the
replacement cost of the Premises; (b) does not, in Lessee's reasonable judgment,
interfere with the operation of Lessee's business; and (c) could, in Lessor's
reasonable judgment, reasonably be repaired within ninety (90) days from the
occurrence thereof from the proceeds of insurance required to be carried by
Lessee as required by this Lease. Absent any of the conditions set forth in (a),
(b) or (c) of this paragraph, this Lease may be terminated at the option of
either party. If this Lease is terminated as herein provided, both parties shall
be released from further liability hereunder, without prejudice, however, to any
rights accruing to either party prior to the date of such termination; provided,
however, that if Lessee fails to insure the Premises as herein required, Lessee
shall be obligated at its expense to restore the Premises to the condition
required by this Lease in the event of any whole or partial damage to or
destruction thereof.
15 APPROPRIATION. If the Premises or any part thereof shall be taken for any
public use or purpose through eminent domain or condemnation proceedings, and
such taking will materially interfere with Lessee's use and enjoyment of the
Premises, this Lease shall, at the election of Lessee, terminate effective as of
the date that possession of the Premises, or any portion thereof, shall be taken
by such public authority, and Lessee shall pay rent up to that date, with an
appropriate refund by Lessor of any rent paid in advance for a period subsequent
to such date. All compensation awarded for any taking under power of eminent
domain or condemnation, whether for the whole or part of the Premises, shall be
the sole property of Lessor, and Lessee hereby assigns to Lessor all of Lessee's
right, title and interest in and to all of such compensation, provided, however,
that Lessor shall not be entitled to any award made directly to Lessee for loss
of business or depreciation of and cost of removal of fixtures. In the event of
a partial taking of the Premises following which neither Lessor nor Lessee
elects to terminate this Lease, this Lease shall continue in full force and
effect with respect to the portion of the Premises not so taken and a
proportionate allowance shall be made in the rents due hereunder.
16 INDEMNIFICATION. Lessee shall indemnify, defend and hold harmless Lessor from
and against any and all costs, expenses, fines, suits, proceedings, claims,
demands and actions of any kind or nature of anyone whomsoever, including
without, limitation, any accident, injury or damage to any person or property,
arising out of, occasioned by or in any way connected with the occupation or use
of the Premises by Lessee, including without limitation actual or alleged
violations of any environmental laws by Lessee affecting the Premises. Lessor
shall indemnify, defend and hold harmless Lessee from and against any and all
costs, expenses, fines, suits, proceedings, claims, demands and actions of any
kind or nature of anyone whomsoever,
8
9
including, without limitation, any accident, injury or damage to any person or
property, arising out of, occasioned by or in any way connected with actions
and/or conduct of Lessor prior to the date of this Lease, including without
limitation actual or alleged violations of any environmental laws regarding the
Premises.
17 DEFAULT BY LESSEE. If (a) Lessee shall fail to pay rent or any other charges
hereunder within ten (10) days after written notice that same is past due; (b)
Lessee shall at any time be in default of any other non-monetary terms,
obligation or provisions of this Lease and shall fail to remedy such default
within thirty (30) days after receipt of written notice thereof (but Lessee
shall not be deemed in default if such default in the performance of such terms
or provisions cannot be cured in thirty (30) days and Lessee commences to remedy
such default within said thirty (30) day period and proceeds therewith with due
diligence until completion); (c) Lessee shall file or have filed against it a
petition under the U.S. Bankruptcy Code or state insolvency laws or shall make
an assignment for the benefit of creditors, or if a receiver of any property of
Lessee be appointed in any action, suit or proceeding by or against Lessee and
not removed within thirty (30) days after appointment; (d) the interest of
Lessee in the Premises shall be sold under execution or other legal process, or
if the Premises are sublet or this Lease is assigned without Lessor's consent in
violation of this Lease; (e) Lessee shall commit waste; (f) Lessee shall vacate
or abandon the Premises; or (g) any governmental agency shall commence any
forfeiture proceedings against Lessee, then, in any such event, Lessor may, in
addition to all other legal and equitable remedies which it may be entitled to
enforce, terminate this Lease, re-enter the Premises by summary proceedings,
commence proceedings in forcible entry and detainer, eviction, or otherwise, and
dispossess Lessee, in which event all rents and additional charges due hereunder
for the remainder of the Term shall be accelerated and become immediately due.
18 OPTION TO PURCHASE. Lessor hereby grants to Lessee the exclusive option to
purchase the Premises during the Initial Term so long as no event of default by
Lessee has occurred and is continuing. Lessee may exercise the option at any
time during the Initial Term by giving Lessor ninety (90) days written notice of
intent to exercise the option to purchase granted herein. The Purchase Price for
the Premises shall be Nine hundred thousand dollars ($900,000), increased by the
percentage change in the Consumer Price Index from the date hereof through the
last day of the calendar month next preceding the month in which the closing of
the sale and purchase of the Premises takes place. Notwithstanding the
foregoing, however, in no event shall the Purchase Price of the Premises
increase by more than three and one half percent (3.5%) per annum. Closing shall
occur at the offices of Lessor's counsel within ninety days of Lessor's receipt
of Lessee's notice of exercise of the Purchase Option or at such other time and
place as the parties may mutually agree. At closing the Lessee shall be entitle
to a credit against the
9
10
Purchase Price in an amount equal to thirty percent (30%) of the total Base Rent
paid by Lessee to Lessor under this Lease as of the date of closing. At closing
Lessor shall convey title to the Premises to Lessee or its designee free and
clear of all liens and encumbrances except those caused by the acts or omissions
of Lessee or those acting through or under Lessee, and Lessee shall pay Lessor
the Purchase Price in immediately available funds. Lessor and Lessee shall each
pay one-half (1/2) of all title, survey and escrow fees associated with Lessee's
purchase of the Premises.
19 NOTICES. If at any time it shall become necessary for one of the parties
hereto to serve any notice, demand or communication upon the other party it
shall be in writing, sent by certified mail, return receipt requested, and
addressed to such party as follows or at such other address as may be
subsequently designated in writing:
If to Lessor: Xxxxxx Xxxxxx
000 Xxxx Xxxxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
If to Lessee: Sinterloy, Corporation.
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000
20 MEMORANDUM OF LEASE. Lessor and Lessee shall execute a recordable Memorandum
of Lease, in the form attached hereto as Exhibit "B".
21 SUCCESSORS AND ASSIGNS. This Lease shall inure to the benefit of and be
binding upon the heirs, administrators, successors and permitted assigns of the
respective parties hereto.
22 LESSOR'S COVENANTS. Lessor covenants with Lessee that so long as Lessee shall
perform its obligations hereunder:
22.1 Lessee shall have and enjoy the exclusive, quiet and peaceful
enjoyment of the Premises, free of any claim by anyone claiming by, through, or
under Lessor; and
22.2 Lessor shall not cause or permit the creation or filing of any
lien upon the Premises or any portion thereof which interferes with Lessee's use
and enjoyment of the Premises in accordance with the terms hereof.
23 REPRESENTATIVE CAPACITY. Each person executing this instrument in a
representative capacity personally warrants that he and or she is duly
authorized to execute and deliver this instrument on behalf of such entity and
that the same constitutes a binding obligation of such entity, enforceable in
accordance with its terms against such entity.
24 HOLDING OVER. If Lessee retains possession of the Premises
10
11
or any part thereof after the expiration or termination of the Term by lapse of
time or otherwise, then Lessor may, at Lessor's option at any time after the
expiration or termination of the Term, serve written notice upon Lessee that
such holding over constitutes either (a) renewal of this Lease for one year, and
from year to year thereafter, at double the Base Rent then applicable for such
period, or (b) creation of a month to month tenancy, upon the terms of this
Lease except at double the monthly Base Rent then in effect, or (c) creation of
a tenancy at sufferance, at a daily rental determined by dividing the then
current annual Base Rent by 365 and multiplying the result by two. If no such
written notice is served then a tenancy at sufferance with a daily rental rate
as stated at (c) above shall have been created. In addition to the foregoing,
Lessee shall also pay to Lessor all damages sustained by Lessor resulting from
retention of possession by Lessee. If a tenancy at suffrage is created pursuant
to the provisions of this Section, it shall be in addition to any other rights
or remedies that Lessor may have under this Lease or at law or in equity and
shall not act as a bar to Lessor immediately enforcing all such rights and
remedies.
25 NONWAIVER. Waiver by a party of any breach of any provision of this Lease
shall not be considered as a waiver of any other or subsequent breach.
26 GOVERNING LAW. This Lease shall be governed and construed under the laws of
the State of Illinois.
27 MISCELLANEOUS.
27.1 Entire Agreement and Amendments. This Lease is and shall be
considered to be the only agreement between the parties hereto and their
representatives and agents. All negotiations and oral and written agreements
acceptable to both parties have been merged herein and are included herein.
There are no other representations or warranties between the parties and all
reliance with respect to representations is solely upon the representations and
agreements contained in this document. No agreement shall be effective to
change, modify or terminate this Lease in whole or in part unless such agreement
is in writing and duly signed by both Lessor and Lessee.
27.2 Interpretation. The necessary grammatical changes required to make
the provisions of this Lease apply to the plural sense where there is more than
one Lessee and to either corporations, associations, partnerships, or
individuals, males or females, shall in all instances be assumed as though in
each case fully expressed.
27.3 Severability. No provision of this Lease shall be construed or
interpreted in any manner which would render such provision invalid. If any
provision of this Lease is held to be invalid, such invalid provision shall be
deemed to be severable from and shall not affect the validity of the remainder
of this
11
12
Lease.
27.4 Terms Binding. All covenants, promises, conditions,
representations, and agreements herein contained shall be binding upon, apply
and inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns; provided, however, that this
provision shall not give Lessee any greater rights of assignment or transfer
than are contained in other provisions of this Lease.
27.5 Parties to Act in Commercially Reasonable Manner. Unless expressly
otherwise provided in this Lease, both the parties shall act in a commercially
reasonable manner and shall provide approvals or consents in a timely and prompt
manner.
27.6 Effect of Expiration and Termination. The expiration or
termination of this Lease and/or the termination of Lessee's right to possession
shall not relieve Lessee from liability under any indemnity provisions of this
Lease as to matters occurring or accruing during the term hereof or by reason of
Lessee's occupancy of the Premises and shall not effect any other rights or
obligations of the parties resulting from acts or omissions prior to such
expiration or termination, including without limitation, Lessee's obligation to
pay to Lessor any Real Property Taxes.
27.7 Other Agreements. Nothing contained in this Lease, and no action
taken under this Lease, shall affect the rights or obligations of the parties
under any other agreement between the parties.
27.8 Counterparts. For the convenience of the parties, any number of
counterparts of this Lease may be executed by any one or more of the parties
hereto and each such executed counterpart shall be, and shall be deemed to be,
an original, but all of the counterparts shall constitute, and shall be deemed
to constitute, in the aggregate but one and the same instrument.
IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Lease to
be signed in duplicate as of the date first above written.
Signed and Acknowledged "Lessor"
in the Presence of:
/s/ Xxxxxx Xxxxxx
------------------------------- -------------------------------------
Xxxxxx Xxxxxx, Trustee u/t/d
"Lessee"
Sinterloy, Corporation, a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------- --------------------------------
Title: Vice President - Finance
------------------------------- ------------------------------
12
13
STATE OF __________________ )
) SS:
COUNTY OF _________________ )
The foregoing instrument was acknowledged before me by Xxxxxx Xxxxxx,
Trustee u/t/d, who acknowledged that the foregoing was his true signature and
his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
this day of , 1997.
NOTARY PUBLIC
------------------------------
STATE OF __________________ )
) SS:
COUNTY OF _________________ )
The foregoing instrument was acknowledged before me by _______________
__________ the ____________________________________ of Sinterloy, Corporation.,
a Delaware corporation, who acknowledged that the foregoing was his true
signature and his free act and deed individually, and on behalf of said
corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
this __ day _______ of , 1997.
NOTARY PUBLIC
----------------------------
13
14
EXHIBIT A TO LEASE AGREEMENT WITH OPTION
TO PURCHASE BETWEEN XXXXXX XXXXXX, TRUSTEE u/t/d/
AND SINTERLOY CORPORATION DATED AUGUST 1, 1997
PART OF THE SOUTHWEST QUARTER OF SECTION 23, TOWNSHIP 46 NORTH, RANGE 8 EAST OF
THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST
CORNER OF SAID SECTION; THENCE EAST ALONG THE SOUTH LINE OF SAID SECTION, 870.7
FEET; THENCE NORTH ON A LINE PARALLEL WITH THE WEST LINE OF SAID SECTION TO THE
SOUTHWESTERLY LINE OF THE RIGHT OF WAY OF THE CHICAGO, MILWAUKEE, AND ST. XXXX
RAILWAY; THENCE NORTHWESTERLY ALONG SAID LAST DESCRIBED LINE TO THE WEST LINE OF
SAID SECTION; THENCE ALONG SAID WEST LINE TO THE PLACE OF BEGINNING, IN XXXXXXX
COUNTY, ILLINOIS.
COMMONLY KNOWN AS: 0000 Xxxxx Xxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxx
14
15
B - Memorandum of Lease as agreed upon by counsel.
15