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Exhibit 10.161
INDUSTRIAL BUILDING LEASE
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DATE OF LEASE TERM OF LEASE MONTHLY RENT
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BEGINNING ENDING
January __, 1997 February 1, 1997 February 28, 2000
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Location of Premise:
Approximately 42,000 sq. ft. in ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ See ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
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Purpose:
Warehousing, distribution and assembly of cosmetic products and
related office use
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LESSEE: LESSOR:
NAME: ▇▇▇▇ Perfumes Corporation, a NAME AND First National Bank of Illinois
Delaware corporation, d/b/a BUSINESS: as Trustee under Trust 2871
Classic F/K/A
Edition Fragrances, Inc. First National Bank of Lansing
as Trustee under Trust No. 2871
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ADDRESS: ▇/▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
In consideration of the mutual covenants and agreements herein issued. Lessor
hereby leases to Lessee and Lessee hereby leases from Lessor solely for the
above purpose the premises designated above (the "Premises"), together with the
appurtenances thereto, for the above Term.
RENT
1. Commencing March 1, 1997, Lessee shall pay Lessor's beneficiaries or Lessor's
agent as rent for the Premises the sum stated above, monthly in advance, until
termination of this lease, as Lessor's address stated above or such other
address as Lessor may designate in writing.
CONDITION AND UPKEEP OF PREMISES
2. Lessee has examined and knows the condition of the Premises and has received
the same in good order and repair, and acknowledges that no representations as
to the
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condition and repair thereof have been made by Lessor, or his agent, prior to or
at the execution of this lease that are not herein expressed; Lessee will keep
the Premises including all appurtenances, in good repair, replacing all broken
glass with glass of the same size and quality as that broken, and will replace
all damaged plumbing fixtures with others of equal quality, and will keep the
Premises, including adjoining alleys, in a clean and healthful condition
according to the applicable municipal ordinances and the direction of the proper
public officers during the term of this lease at Lessee's expense and will
without injury to the roof, remove all snow and ice from the same when
necessary, and will remove the snow and ice from the sidewalk abutting the
Premises; and upon the termination of this lease, in any way, will yield up the
Premises to Lessor, in good condition and repair, loss by fire and ordinary wear
excepted, and will deliver the keys therefor at the place of said rent.
LESSEE NOT TO MISUSE; SUBLET; ASSIGNMENT
3. Lessee will not allow the Premises to be used for any purpose that will
increase the rate of insurance thereon, nor for any purpose other than that
hereinbefore specified, and will not load floors with machinery or goods beyond
the floor load rating prescribed by applic able municipal ordinances, and will
not allow the Premises to be occupied in whole, or in part, by any other person,
and will not sublet the same or any part thereof, nor assign this lease without
in each case the written consent, not to be unreasonably withheld, of the Lessor
first had, and Lessee will not permit any transfer by operation of law of the
interest in the Premises acquired through this lease, and will not permit the
Premises to be used for any unlawful purpose, or for any purpose that will
injure the reputation of the building or increase the fire hazard of the
building, or disturb the tenants of the neighborhood, and will not permit the
same to remain vacant or unoccupied for more than ten consecutive days; and will
not allow any signs, cards or placards to be posted, or placed thereon, nor
permit any alteration of or addition to any part of the Premises, except by
written consent, not to be unreasonably withheld, of Lessor; all alterations and
additions to the Premises shall remain for the benefit of Lessor unless
otherwise provided in the consent aforesaid.
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MECHANIC'S LIEN
4. Lessee will not permit any mechanic's lien or liens to be placed upon the
Premises or any building or improvement thereon during the term hereof, and in
case of the filing of such lien Lessee will promptly pay same. If default in
payment thereof shall continue for thirty (30) days after written notice thereof
from Lessor to the Lessee, the Lessor shall have the right and privilege at
Lessor's option of paying the same or any portion thereof without inquiry as to
the validity thereof, and any amounts so paid, including expenses and interest,
shall be so much additional indebtedness hereunder due from Lessee to Lessor and
shall be repaid to Lessor immediately on rendition of ▇▇▇▇ therefor.
INDEMNITY FOR ACCIDENTS
5. Lessee covenants and agrees that he will protect and save and keep the Lessor
forever harmless and indemnified against and from any penalty or damages or
charges imposed for any violation of any laws or ordinances, whether occasioned
by the neglect of Leasee or those holding under Lessee, and that Lessee will at
all times protect, indemnify and save and keep harmless the Lessor against and
from any and all loss, cost, damages or expense, arising out of or from any
accident or other occurrence on or about the Premises causing injury to any
person or property whomsoever or whatsoever and will protect, indemnify and save
and keep harmless the Lessor against and from any and all claims and against and
from any and all loss, cost, damage or expense arising out of any failure of
Lessee in any respect to comply with and perform all the requirements and
provisions hereof unless caused by Lessor's intentional acts or negligence.
NON-LIABILITY OF LESSOR
6. Except as provided by Illinois statute, Lessor shall not be liable for any
damages occasioned by failure to keep the Premises in repair, nor for any damage
done or occasioned by or from plumbing, gas, water, sprinkler, steam or other
pipes or sewerage or the bursting, leaking or running of any pipes, tank or
plumbing fixtures, in, above, upon or about Premises or any building or
improvement thereon nor for any damage occasioned by water, snow or ice being
upon or coming through the roof, skylights, trap door or otherwise, nor for any
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damages arising from acts or neglect of any owners or occupants of adjacent or
contiguous property.
WATER, GAS AND ELECTRIC CHARGES
7. Lessee will pay in addition to the rent above specified, the cost of all
utilities or services, provided to the Premises, including, but not limited to,
all water rents, gas and electric light and power bills taxed, levied or charged
on the Premises, for and during the time for which this lease is granted, and in
case said water rents andbills for gas, electric light and power or other
utility charges shall not be said when due, Lessor shall have the right to pay
the same, which amounts so paid, together with any sums paid by Lessor to keep
the Premises in a clean and healthy condition, as above specified, are declared
to be in much additional rent and payable with the installment of rent next due
thereafter.
KEEP PREMISES IN REPAIR
8. Except as provided in Section 23, Lessor shall not be obliged to incur any
expense for repairing any improvements, and damaged premises or connected
therewith, and the Lessee at his own expense will keep all interior and exterior
improvements in good repair, injury by fire, or other causes beyond Lessee's
control excepted, and will comply with all local or general regulations, laws
and ordinances thereto as well as lawful requirements of all competent
authorities in that behalf, Lessee will, as far as possible keep said
improvements from deterioration due to ordinary wear and from falling
temporarily out of repair. If Lessee does not make repairs as required hereunder
promptly and adequately, Lessor may but need not make such repairs and pay the
costs thereof, and such costs shall be so much additional rent immediately due
from and payable by Lessee to Lessor.
ACCESS TO PREMISES
9. Lessee will during the final six (6) months of the Term (as defined herein)
allow Lessor upon prior notice free access to the Premises for the purpose of
examining or exhibiting in same or to make any needful repairs, or alterations
thereof which Lessor may see necessary and will allow to have placed upon the
Premises at all times
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notices of "For Sale" and "To Rent", and shall not interfere with the same.
ABANDONMENT AND RELETTING
10. If Lessee shall abandon or vacate the Premises, or if Lessee's right to
occupy the Premises be terminated by Lessor by reason of Lessee's breach of any
of the covenants herein, the same may be re-let by Lessor for such rent and upon
such terms as Lessor may deem at, subject to Illinois statute; and if a
sufficient sum shall not thus be realized monthly, after paying the expenses of
such re-letting and collecting to satisfy the rent hereby reserved, Lessee
agrees to satisfy and pay all deficiency monthly during the remaining period of
this lease.
HOLDING OVER
11. Lessee will, at the termination of this lease by lapse of time or otherwise,
yield up immediate possession to Lessor, and failing so to do, will pay as
liquidated damages, for the whole time such possession is withheld, the sum of
Five Hundred Dollars ($500.00) per day; but the provisions of this clause shall
not be held as a waiver by Lessor of any right of re-entry as hereinafter set
forth; nor shall the receipt of said rent or any part thereof, or any other act
in apparent affirmance of tenancy, operate as a waiver of the right to forfeit
this lease and the term hereby granted for the period still unexpired, for a
breach of any of the covenants herein.
EXTRA FIRE HAZARD
12. There shall not be allowed, kept, or used on the Premises any inflammable,
or explosive liquids or materials save such as may be necessary for use in the
business of the Lessee, and in such case, any such substances shall be delivered
and stored in amount, and used, in accordance with the rules of the applicable
Board of Underwriters and statutes and ordinances now or hereafter in force.
DEFAULT BY LESSEE
13. If defaults be made in the payment of the above rent, or any part thereof,
or in any of the covenants herein contained to be kept by the Lessee, Lessor may
at any time thereafter at his election declare said term ended and re-enter the
Premises or any part thereof, with or (to the extent permitted by law) without
notice of process of law, and remove Lessee or any persons occupying the same,
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without prejudice to any remedies which might otherwise be used for arrears of
rent.
NO RENT DEDUCTION OR SET OFF
14. Lessee's covenant to pay rent is and shall be independent of each and every
other covenant of this lease. Lessee agrees that any claim by Lessee against
Lessor shall not be deducted from rent nor set off against any claim for rent in
any action.
RENT AFTER NOTICE OR SUIT
15. It is further agreed, by the parties hereto, that after the service of
notice, or the commencement of a full or after final judgment for possession of
the Premises, Lessor may receive and collect any rent due, and the payment of
said rent shall not waive or affect said notice, said suit, or said judgment.
PAYMENT OF COSTS
16. Lessee will pay and discharge all reasonable costs, attorney's fees and
expenses that shall be made and incurred by Lessor in enforcing the covenants
and agreements of this lease.
RIGHTS CUMULATIVE
17. The rights and remedies of Lessor under this lease are cumulative. The
exercise or use of any one or more thereof shall not bar Lessor from exercise or
use of any other right or remedy provided herein or otherwise provided by law,
nor shall exercise nor use of any right or remedy by Lessor waive any other
right or remedy.
FIRE AND CASUALTY
18. "Insured Loss" shall herein mean damage or destruction which was caused by
an event required to be covered by the insurance described in Section 26. All
proceeds from any Insured Loss shall be deposited into an escrow and released
only upon the direction of Landlord. If at any time during the Term there is any
damage to the Premises, Lessee may, at its option, either: (i) repair such
damage with such repair com mencing no later than forty-five (45) days after the
damage of the Premises, using insurance proceeds, in which case this Lease shall
continue in full force and effect; or (ii) upon written notice to Lessor, permit
Lessor to retain all insurance proceeds and cancel and terminate this Lease as
of the date of the occurrence of such damage, provided however, Lessee has
maintained all insurance required
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under this Lease. If Lessee elects to repair such damage, and if the insurance
proceeds received by Lessor are not sufficient to effect such repair, Lessor
shall give notice to Lessee of the amount required in addition to insurance
proceeds to effect such repair. Lessee shall contribute the required amount to
Lessor within ten (10) days after Lessee has received notice from Lessor of the
shortage of insurance. Lessee shall in no event have any right to reimbursement
for any such amounts so contributed. Lessor shall disburse such insurance
proceeds to Lessee from time to time as is reasonably required to complete
construction upon delivery to Lessor of customary lien waivers, sworn
contractor's affidavits and other reasonable documenta tion requested by Lessor.
Lessor and Lessee waive the provisions of any statutes which relate to
termination of leases when leased property is destroyed and agree that such
event shall be governed by the terms of this Lease.
SUBORDINATION
19. This lease is subordinate to all mortgages which may now or hereafter affect
the Premises.
PLURALS; SUCCESSORS
20. The words "Lessor" and "Lessee" wherever herein occurring and used shall be
construed to mean "Lessors" and "Lessees" in case more than one person
constitutes either party to this lease; and all the covenants and agreements
contained shall be binding upon, and inure to, their respective successors,
heirs, executors, administrators and assigns and may be exercised by for or
their attorney or agent.
SEVERABILITY
21. Wherever possible each provision of this lease shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this lease shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this lease.
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22. Lessee shall pay base rent during the term in the following amounts:
Lease Year Monthly Annual
2/1/97-2/28/97 -0-
3/1/97-2/29/00 $13,125.00 $157,500.00
Base rent payments shall commence on March 1, 1997 and each monthly rent payment
thereafter shall be paid not later than the first day of the month. Base rent
for any partial month shall be prorated. Lessor shall deliver the Premises to
Lessee on February 1, 1997. Lessee shall not be obligated for the payment of
base rent for the period commencing February 1, 1997 through February 28, 1997
(inclusive).
23. Lessor covenants and agrees during the term of this lease to promptly make
all necessary repairs to or replace as necessary, the roof, the main parking lot
in the front of the Premises and structural components of the building provided,
however, that in each case Lessee shall promptly give Lessor notice of any and
all defects or repairs which are to be made and further, that with respect to
any such defect and repairs that they do not arise from the act or neglect of
the Lessee. Lessee shall pay to Landlord the entire cost of any defect and
repair which arises from the act or neglect of the Lessee, its employees,
agents, or contractors. Lessor's covenant pursuant to this Section 23 is limited
to maintaining the parking lot, roof and structural components of the building
in the same condition as of the date hereof.
24. Lessee, without limiting its general obligation under Sections 2 or 8 herein
and at Lessee's sole cost and expense, covenants and agrees during the term of
this lease (i) to perform the following services on the premises: snow removal
and landscaping; and (ii) to operate and maintain the existing DMC security and
fire system, and the lawn sprinkler system.
25. Lessor shall have the right from time to time and at any time during the
Term of this lease to mortgage the Premises and Lessee agrees that this lease is
subject and subordinate to the terms of any mortgage now existing or hereafter
to be placed on or encumber all or any part of the Premises. Lessee further
agrees to execute within ten (10) days after Lessor's request any and all
documents required by the mortgagee to evidence the subordination of this lease
and estoppel certificates with respect to rent payments and other reasonable
matters such as any default under the lease or any such documents, provided such
documents contain appropriate non-disturbance provisions.
26. Lessee shall furnish to Lessor a certificate of insurance evidencing a
commercial general liability insurance policy, naming Lessor, its agents,
lenders and beneficiaries, as additional insured parties and containing a limit
of not less than Two Million Dollars ($2,000,000.00). Lessee shall also furnish
to Lessor a certificate of insurance
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evidencing a policy of insurance covering loss or damage to the Premises, in the
amount not less than 100 percent of the full replacement value of the Premises,
including, but not limited to, the value of all improvements thereon, naming
Lessor, its agents, lenders and beneficiaries as additional insured parties. All
of said policies shall be with financially sound and reputable insurance
companies reasonably acceptable to Lessor and the original or a memorandum of
each policy so obtained by Lessee shall be delivered to Lessor. Lessee shall
maintain coverage during the entire Term, and also at all times during any
construction or remodeling of the Premises by Lessee. All such policies shall
provide that same shall not be canceled except on not less than twenty (20)
days' prior written notice to Lessor. Lessee shall deliver proof of payment of
each premium payable under each insurance policy not later than twenty (20) days
prior to the date on which failure to pay such premium would cause such policy
to lapse. If Lessee shall fail within the period hereinabove fixed for such
purposes, to obtain any such insurance required hereunder or to pay all premiums
with respect thereto, Lessor shall have the right, but not be obligated to,
obtain any such insurance and/or pay any such premiums not so paid by lessee.
Any monies advanced by Lessor forsuch purpose shall be deemed additional rent
and shall be payable immediately by Lessee to Lessor.
27. In the event the monthly rent or any additional rent is not received by
Lessor within ten (10) calendar days after notice of default, Lessee shall pay
to Lessor, in addition to such monthly rent or additional rent, a late charge
equal to five percent (5%) of the amount of rent not paid within the said ten
(10) calendar days.
28. Lessee shall deposit with Lessor the sum of $86,800.00 as a security deposit
upon Lessee's execution and submission of this lease. Lessor shall deposit the
security deposit in an interest bearing third party escrow account. The security
deposit shall serve as security for the prompt, full and faithful performance by
Lessee of the terms and provisions of this lease. If Lessee commits a default
under this lease which remains uncured upon the expiration of any cure period
for such default, or owes any amount to Lessor upon the expiration of this
lease, Lessor may use or apply the whole or any part of the security deposit for
the payment of Lessee's obligations hereunder. The use or application of the
security deposit shall not prevent Lessor from exercising any other right or
remedy available to Lessor and shall not be construed as liquidated damages. If
the security deposit is reduced by such use or application, Lessee shall deposit
with Lessor within ten (10) days after written notice, an amount sufficient to
restore the full amount of the security deposit. In the event of bankruptcy or
other insolvency proceeding against Lessee, the security deposit shall be deemed
to be applied to the payment of overdue rent from the earliest time such rent
became overdue prior to the filing of such proceeding.
Provided Tenant has timely performed its obligations under the Lease, the
security deposit shall be returned to Tenant in the following manner:
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a. at the end of the first Lease year, $23,400 plus accrued interest to date
shall be returned to Tenant;
b. at the end of the second Lease year, $23,400 plus accrued interest to date
shall be returned to Tenant; and
c. at the end of the initial term of the Lease, the remaining $40,000 plus
accrued interest to date shall be returned to Tenant.
Notwithstanding the foregoing, and in addition to Lessor's right to apply the
security deposit against the rent, in the event Lessee commits a default under
this Lease during the initial term of this Lease, Lessor shall have the right to
apply the security deposit to reimburse Lessor in an amount not less than
$50,000 for the costs incurred by Lessor in connection with this Lease including
but not limited to, Lessor's painting, cleaning and miscellaneous improvements
to the Premises, the carpeting allowance and broker fees.
29. Lessee shall not place any signs on exterior walls of the building or
elsewhere on the Premises (with the exception of the interior of the building)
without Lessor's prior written approval, which approval shall not be
unreasonably withheld.
30. Lessee shall pay the real property tax, as defined herein, applicable to the
Premises for the period commencing March 1, 1997 and continuing through the
remainder of the Term. Notwithstanding anything to the contrary contained
herein, Lessee's obligation under this Section 30 for the last thirteen (13)
calendar months of the Initial Term (as hereinafter defined) shall not exceed
Five Thousand Two Hundred Fifty Dollars ($5,250.00) per month. Lessee shall
deposit with Lessor's bene ficiaries or Lessor's agent on the first (1st) day of
each month of the Term, commencing March 1, 1997, in the same manner as rent, a
sum equal to one-twelfth (1/12) of the estimated annual real property taxes as
estimated by Lessor ("Escrow Fund"). Failure to make the deposits required
hereunder shall constitute a breach of this Lease. Lessor shall use the Escrow
Fund solely for the payment of the aforementioned real property taxes and shall
deposit such funds in an account, which account need not be separate from
Lessor's general accounts. If the amount of the Escrow Fund together with the
future periodic deposits to such Escrow Fund payable prior to the due date of
the aforementioned real property taxes exceeds the amount reasonably estimated
by Lessor as being required to pay those taxes, such excess shall be applied
first to cure any breach in the performance of Lessee's covenants or agreements
hereunder and second, at Lessor's option, as a credit toward any amounts to
become due under this Lease. If the amount of the Escrow Fund shall not be
sufficient to pay the aforementioned real estate taxes, Lessee shall pay to
Lessor any amount necessary to make up the defi ciency within ten (10) days from
the date Lessor notifies Lessee in writing of that deficiency. As used herein,
the term "real property tax" shall include any form of real
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estate tax or assessment, general, special, ordinary or extraordinary, and any
license fee, commercial rental tax, improvement bond or bonds, levy or tax
(other than inheritance, personal income or estate taxes) imposed on the
Premises by any authority having the direct or indirect power to tax, including
any city, state or federal government, or any school, agricultural, sanitary,
fire, street, drainage or other improvement district thereof, as against any
legal or equitable interest of Lessor in the Premises or in the real property of
which the Premises are a part, as against Lessor's business of leasing the
Premises. The term "real property tax" shall also include any tax, fee, levy,
assessment or charge (i) in substitution of, partially or totally, any tax, fee,
levy, assessment or charge hereinabove included within the definition of "real
property tax," or (ii) the nature of which was hereinbefore included within the
definition of "real property tax," or (iii) which is imposed as a result of a
transfer, either partial or total, of Lessor's interest in the Premises or which
is added to a tax or charge hereinbefore included within the definition of real
property tax by reason of such transfer, or (iv) which is imposed by reason of
this transaction, any modifications or changes hereto, or any transfers hereof.
The term "real property tax" shall not include: (a) any income, gross receipts,
or similar tax assessed on or in respect of the general income of Lessor, (b)
any capital levy, succession, or similar tax assessed or payable by reason of
any transfer of any estate or property of Lessor, or (c) any corporation or
other franchise, license, mercantile or similar tax assessed against or payable
by Lessor other than with respect to the use or occupancy of the Premises.
31. As used herein, "Initial Term" means a thirty-seven (37) month term if this
Lease, which shall commence on the date hereof, and which shall end on February
29, 2000. Provided Lessee is not then in default under this Lease, Lessee shall
have one option to extend the Term of this Lease for a period of three (3) years
(the "Option Term"). Such Option Term shall be upon the same terms, conditions
and provisions as are applicable to the Initial Term except that the amount of
rent payable by Lessee during such Option Term shall be fixed at an amount
equivalent to the existing market rental rate of the Premises at the
commencement of the Option Term and the real estate cap shall be terminated
(Lessee shall pay full amount of all applicable real property taxes). In
addition, Tenant shall deposit with Landlord a security deposit in the amount of
one month's base rent. The Option must be exercised, if at all, by notice in
writing delivered to Lessor not later than six months prior to, the last day
after the end of the Initial Term. The Option Term shall commence the day after
the end of the Initial Term. "Term" means the Initial Term and the Option Term
(if any).
32. The parties represent as follows: (i) the sole real estate broker employed
by Lessor in connection with this Lease is CB Commercial Real Estate Group
("CB"), and (ii) the sole real estate broker employed by Lessee in connection
with this Lease is Colliers, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ("Colliers"). CB and Colliers
are herein collectively referred to as the "Brokers." Lessor shall be
responsible for any commission due to the Brokers in the manner and as provided
for in Lessor's brokerage agreement with
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CB dated January 15, 1996 as amended by
that certain Letter Agreement dated December 23, 1996 and February 3, 1997. Such
payment shall constitute the full extent of Lessor's liability or obligation to
the Brokers.
33. Except as specifically provided otherwise herein, within thirty (30) days of
the execution hereof ("Improvement Period"), Lessor shall, at its cost and
expense, perform those improvements to the Premises set forth on Exhibit A
attached hereto and made a part hereof (the "Improvements"). The Improvements
shall be performed to the reasonable satisfaction of Lessee and in the event
non-material Improvements need to be completed by Lessor after the end of the
Improvement Period, Lessee may, within five (5) days after the end of the
Improvement Period, provide to Lessor a written punchlist ("Punchlist")
indicating such non-material Improvements needing to be completed by Lessor. If
Lessee provides the Punchlist to Lessor, Lessor shall complete the non-material
Improvements listed thereon by April 1, 1997. The parties agree that the
Improvements shall constitute Lessor's sole obligation regarding the condition
of the Premises and that Lessor shall be under no obligation to perform any
additional work upon the Premises beyond the Improvements.
34. Lessor acknowledges that Lessee may enter into a credit agreement with
certain lenders ("Lender"), and to secure the obligations arising under such
credit agreement Lessee may grant to Lender a security interest in and lien upon
all or substantially all of the tangible and intangible property of Lessee,
including, without limitation, all of Lessee's cash, cash equivalents, goods,
inventory, machinery, equipment, furniture and fixtures, together with all
additions, substitutions, replacements and improvements to, and proceeds of, the
foregoing (collectively, the "Collateral"). Provided Lessee has received written
notice of Lender's perfected interest in the Collateral, Lessor agrees to
provide Lender with (a) a copy of any cancellation, amendment, consent, or
waiver under the Lease, and (b) written notice of any default or claimed default
by Lessee under the Lease (collectively "Tenant Notice") at the same time as it
amends such notice to Lessee.
35. Lessor agrees that the Collateral may be stored, utilized, and/or installed
at the Premises and shall not be deemed a fixture or part of the real estate but
shall at all times be considered personal property, whether or not any
Collateral becomes so related to the real estate that an interest therein would
otherwise arise under applicable law.
36. Prior to a termination of the lease and for a period not to exceed thirty
(30) days following receipt by Lender of a Tenant Notice, Lender or its
representatives or invitees may enter upon the Premises at any time without any
interference by Lessor to inspect or remove any or all of the Collateral.
37. This Industrial Lease shall be governed by Illinois law.
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THIS INSTRUMENT is executed by the undersigned Trustee, not personally but
solely as Trustee under the terms of that certain agreement dated September 1,
1977, creating Trust No. 2871 and it is expressly understood and agreed by the
parties hereto, anything herein to the contrary notwithstanding, that each and
all of the covenants, undertakings, representations and agreements herein made
are made and intended, not as personal covenants, undertakings, representations
and agreements of the Trustee, individually, or for the purpose of binding it
personally but this instrument is executed and delivered by the FIRST NATIONAL
BANK OF ILLINOIS F/K/A FIRST NATIONAL BANK OFLANSING, as Trustee, solely in the
exercise of the powers conferred upon it as such Trustee under said agreement
and no personal liability or personal responsibility is assumed by nor shall at
any time be asserted or enforced against the FIRST NATIONAL BANK OF ILLINOIS
F/K/A FIRST NATIONAL BANK OF LANSING, on account hereof, or on account of any
covenant, undertaking, representation or agreement herein contained, either
expressed or implied, all such personal liability, if any being hereby expressly
waived and released by the parties hereto or holder hereof, and by all persons
claiming by or through or under said parties or holder hereof.
If this instrument is executed by a corporation, such execution has been
authorized by a duly adopted resolution of the Board of Directors of such
corporation.
This lease consists of 10 pages numbered 1 to 10, including a rider consisting
of no pages, identified by Lessor and Lessee.
IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the
Date of Lease stated above.
LESSEE: LESSOR:
▇▇▇▇ PERFUMES CORPORATION, FIRST NATIONAL BANK OF
a Delaware corporation, d/b/a Classic ILLINOIS, as Trustee under Trust 2871
Edition Fragrances, Inc. F/K/A First National Bank of Lansing
By:__________________________________ By:__________________________(seal)
Its: Its:
Attest:______________________________ By:__________________________(seal)
Its: Its:
ASSIGNMENT BY LESSOR
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On this ______________, 19__, for value received, Lessor hereby transfers,
assigns and sets over to _______________________________________ all right,
title and interest in and to the above Lease and the rent thereby reserved,
accept rent due and payable prior to ___________, 19__.
(seal)
(seal)
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STATE OF ILLINOIS )
) ss.:
COUNTY OF ▇▇▇▇ )
I, ____________________, a Notary Public in and for said County in the state
aforesaid, DO HEREBY CERTIFY, that _______________________, of the FIRST
NATIONAL BANK OF LANSING, ILLINOIS, a National Banking Association, and
________________________, of said National Banking Association, personally known
to me to be the same persons whose names are subscribed to the foregoing
instrument as such Vice President and Trust Officer and Sr. Vice President
respectively appeared before me this day in person and acknowledged that they
signed and delivered the said instrument as their own free and voluntary acts,
and as the free and voluntary act of said National Banking Association, as
Trustee, for the uses and purposes therein set forth and the said Sr. Vice
President did also then and there acknowledge that he, as custodian of the
corporate seal of said National Banking Association, did affix the said
corporate seal of said National Banking Association to said instrument as his
own free and voluntary act, and as the free and voluntary act of said National
Banking Association, as Trustee, for the uses and purposes therein set forth.
GIVEN under my hand and Notarial Seal this _____ day of ______, 199_.
MY COMMISSION EXPIRES:
________________________________
Notary Public
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STATE OF ILLINOIS )
) ss.:
COUNTY OF ▇▇▇▇ )
I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a Notary Public in and for said County in the state
aforesaid, DO HEREBY CERTIFY, that ▇▇▇▇ ▇. ▇▇▇▇▇▇, personally known to me to be
the President of ▇▇▇▇ PERFUMES CORPORATION, a Delaware corporation, and ▇▇▇▇▇▇▇
▇. Nizenholz, personally known to me to be the same persons whose names are
subscribed to the foregoing instrument, appeared before me this day in person
and severally acknowledged that as such President, and Vice President, they
signed and delivered the said instrument as President, and Vice President of
said ▇▇▇▇ Perfumes Corp., as their free and voluntary act, and as the free and
voluntary act and deed of said ▇▇▇▇ Perfumes Corp., for the uses and purposes
therein set forth.
GIVEN under my hand and Notarial Seal this 6th day of February, 1997.
MY COMMISSION EXPIRES: 04/11/00
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
Notary Public
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EXHIBIT A
1. Broom sweep warehouse floors.
2. Repair dock doors as necessary.
3. Repair weather seals on doors as necessary.
4. Repair dock bumpers as necessary.
5. Repair lighting fixtures throughout warehouse as necessary.
6. Repair unit heaters as necessary.
7. Repaint offices and bathrooms.
8. Lessor shall provide to Lessee within seven (7) days from the date hereof a
check in the amount of $5,500. Lessee is obligated to expend not less than
$5,500 in new carpet to be installed in the Premises. Lessee shall install
carpet in the first floor office area where carpet is located as of the
date hereof. Lessee shall forward paid invoices to Lessor for the carpeting
for Lessor's records.
9. Repair or replace broken or water stained ceiling tiles as necessary.
10. Repair or replace office lighting fixtures as necessary.
11. Clean and sanitize all bathrooms.
12. Provide handicap handrails in two bathrooms downstairs.
13. Provide all mechanical and electrical equipment, including HVAC, sprinkler
system, plumbing system and electrical system in good operating condition.
14. Remove debris on west side of building.
15. Clean all carpeting on second floor.
16. Strip and polish all non-carpeted floors on the first and second floors.
17. Clean all vinyl wall covering.
18. Remove telecommunication and computer equipment in computer room and repair
wall (including replace wallpaper as necessary).
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THIS INSTRUMENT IS EXECUTED BY THE UNDERSIGNED TRUSTEE, NOT PERSONALLY BUT
SOLELY AS TRUSTEE UNDER THE TERMS OF THAT CERTAIN AGREEMENT DATED SEPTEMBER 1,
1977, CREATING TRUST NO. 2871 AND IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE
PARTIES HERETO, ANYTHING HEREIN TO THE CONTRARY NOTWITH STANDING, THAT EACH AND
ALL OF THE COVENANTS, UNDERTAKINGS, REPRESENTATIONS AND AGREEMENTS HEREIN MADE
ARE MADE AND INTENDED, NOT AS PERSONAL COVENANTS, UNDERTAKINGS, REPRE SENTATIONS
AND AGREEMENTS OF THE TRUSTEE, INDIVIDUALLY, OR FOR THE PURPOSES OF BINDING IT
PERSONALLY BUT THIS INSTRUMENT IS EXECUTED AND DELIVERED BY THE FIRST NATIONAL
BANK OF ILLINOIS, LANSING, ILLINOIS, AS TRUSTEE, SOLELY IN THE EXERCISE OF THE
POWERS CONFERRED UPON IT AS SUCH TRUSTEE UNDER SAID AGREEMENT AND NOT PERSONAL
LIABILITY OR PERSONAL RESPONS IBILITY IS ASSUMED BY NOR SHALL AT ANY TIME BE
ASSERTED OR ENFORCED AGAINST THE FIRST NATIONAL BANK OF ILLINOIS, LANSING,
ILLINOIS, ON ACCOUNT HEREOF, OR ON ACCOUNT OF ANY COVENANT, UNDERTAKING,
REPRESENTATION OR AGREEMENT HEREIN CONTAINED, EITHER EXPRESSED OR IMPLIED, ALL
SUCH PERSONAL LIABILITY, IF ANY BEING HEREBY EXPRESSLY WAIVED AND RELEASED BY
THE PARTIESHERETO OR HOLDER HEREOF, AND BY ALL PERSONS CLAIMING BY OR THROUGH OR
UNDER SAID PARTIES OR HOLDER HEREOF.
IN WITNESS WHEREOF, SAID FIRST NATIONAL BANK OF ILLINOIS, LANSING, ILLINOIS, HAS
CAUSED ITS NAME TO BE SIGNED TO THESE PRESENTS BY A V.P. AND T.O. AND ITS
CORPORATE SEAL TO BE HEREUNTO AFFIXED AND ATTESTED BY ITS TRUST OFFICER.
FIRST NATIONAL BANK OF ILLINOIS,
LANSING, ILLINOIS AS TRUSTEE
AFORESAID AND NOT PERSONALLY.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, V.P. AND T.O.
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STATE OF ILLINOIS )
ss.:
STATE OF ▇▇▇▇ )
I, ▇▇▇▇ ▇. ▇▇▇▇▇▇, A NOTARY PUBLIC IN AND FOR SAID COUNTY AND IN THE STATE
AFORESAID, DO HEREBY CERTIFY, THAT ▇▇▇▇▇ ▇. ▇▇▇▇▇ OF THE FIRST NATIONAL BANK OF
ILLINOIS, LANSING, ILLINOIS, A NATIONAL BANKING ASSOCIATION, AND ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, OF SAID FIRST NATIONAL BANKING ASSOCIATION, PERSONALLY KNOWN TO ME TO BE
THE SAME PERSONS WHOSE NAMES ARE SUBSCRIBED TO THE AFOREGOING INSTRUMENT AS SUCH
V.P. AND T.O. AND TRUST OFFICER, RESPECTFULLY, APPEARED BEFORE ME THIS DAY IN
PERSON AND ACKNOWLEDGED THAT THEY SIGNED AND DELIVERED THE SAID INSTRUMENT AS
THEIR OWN FREE AND VOLUNTARY ACTS, AND AS THE FREE AND VOLUNTARY ACTION OF SAID
NATIONAL BANKING ASSOCIATION, AS TRUSTEE, FOR THE USES AND PURPOSES THEREIN SET
FORTH; AND THE SAID ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ DID ALSO THEN AND THERE ACKNOWLEDGE THAT
SHE, AS CUSTODIAN OF THE CORPORATE SEAL OF SAID NATIONAL BANKING ASSOCIATION,
DID AFFIX THE SAID CORPORATE SEAL OF SAID NATIONAL BANKING ASSOCIATION, TO SAID
INSTRUMENT AS HER OWN FREE AND VOLUNTARY ACT, AND AS THE FREE AND VOLUNTARY ACT
OF SAID NATIONAL BANKING ASSOCIA TION, AS TRUSTEE FOR THE USES AND PURPOSES
THEREIN SET FORTH.
GIVEN UNDER MY HAND AND NOTARIAL SEAL THIS 4 DAY OF FEBRUARY, 1997.
MY COMMISSION EXPIRES:
10/22/99
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
NOTARY PUBLIC
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February 4, 1997
▇▇▇▇ Perfume Corporation
d/b/a Classic Edition Fragrances, Inc.
c/o ▇▇▇▇ Perfumes Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Re: Equipment Lease for ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
Gentlemen:
As of the date hereof, ▇▇▇▇ Perfumes Corporation and First National Bank of
Illinois, as Trustee under Trust No. 2871 have entered into a Lease for the
premises at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇. In connection with
such Lease, ▇▇▇▇ Perfumes Corporation desires to lease from the beneficiary of
the land trust, Mr. ▇▇▇▇▇▇ ▇▇▇▇▇, Sr., the racking system and office equipment
located at the premises as of the date hereof. The equipment includes See Below
(A) of good frames and decking. ▇▇. ▇▇▇▇▇ agrees to Lease such office equipment
to ▇▇▇▇ Perfumes Corporation at the rate of $1,250 per month payable on the
first day of each month for the duration of the Lease in the same manner as the
payment of base rent. ▇▇▇▇ Perfumes Corporation agrees that the rental payment
for the office equipment shall commence on February 1, 1997. ▇▇▇▇ Perfumes
Corporation further agrees to furnish ▇▇. ▇▇▇▇▇ a certificate of insurance
evidencing a policy of insurance covering loss or damage to the office equipment
in an amount not less than $150,000, naming ▇▇. ▇▇▇▇▇ as an additional insured
party. Said insurance policy shall be with a financially sound and reputable
insurance company reasonably acceptable to ▇▇. ▇▇▇▇▇.
In the event ▇▇▇▇ Perfumes Corporation removes or takes down any portion of the
racking, ▇▇▇▇ Perfumes Corporation is obligated to reinstall such racking in its
original position prior to the termination of the Lease. The racking and office
equipment shall be returned to ▇▇. ▇▇▇▇▇ in the same condition as when received
by ▇▇▇▇ Perfumes Corporation, normal wear and tear accepted. Please acknowledge
your agreement to the terms of this letter agreement by executing a copy of the
letter agreement and returning the executed copy to my attention.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇, Sr.
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Accepted and Acknowledged
this 6th day of February, 1997
▇▇▇▇ Perfumes Corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Its: President
A. 3356 Beams
3221 Wire decks
442 Frames of which 394 are good Office Equipment (Numbers of equipment and
condition to be confirmed by tenant at _____________.