Exhibit 10.54
ADAM WHOLESALERS OF ST. LOUIS, INC.
This agreement of Lease made this 1ST DAY OF MAY 1994 by and between
ADAM WHOLESALERS INC. (hereinafter collectively called "Lessors") and ADAM
WHOLESALERS OF ST. LOUIS, INC. (hereinafter called "Lessee").
W I T N E S S E T H:
1. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease
from Lessor the real estate described in Exhibit A attached hereto together
with all improvements located thereon.
2. The term of the Lease shall be five (5) years commencing with the 1ST DAY OF
MAY, 1994 and ending with the 30TH DAY OF APRIL, 2004.
3. Lessee shall pay to Lessor as rent for the lease premises the sum of THREE
HUNDRED THOUSAND DOLLARS ($300,000) a year, payable in advance on the first
day of every month during the term hereof in installments of TWENTY-FIVE
THOUSAND DOLLARS ($25,000).
4. In addition to said rental as provided above:
(a) The lessee covenants and agrees to pay promptly when due, all taxes and
assessments of every kind and nature levied, assessed or payable upon the real
estate and improvements thereon, which are the subject of this Lease, together
with all business taxes, assessments, levies, license fees, water rents, sewer
rents, excises, franchises, penalties and charges, of whatever nature of kind
which are now or may hereafter be levied, assessed, charged or imposed or become
payable during the term of this Lease by any government of political body,
corporation or unit, or which may become alien upon the property, or upon the
leasehold interest, or which are, or may hereafter be levied, assessed or
charged by reason of the use or occupancy of the premises under this lease.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the day
and year aforesaid.
SIGNED AND ACKNOWLEDGED
IN THE PRESENCE OF: LESSOR:
/s/ George E. Thurner, Jr.
----------------------------------------
George E. Thurner, Jr, President
ADAM WHOLESALERS, INC.
/s/ George E. Thurner III
------------------------------------------
George E. Thurner III, Assistant Secretary
ADAM WHOLESALERS, INC.
LESSEE:
Adam Wholesalers of St. Louis, Inc.
------------------------------------------
By: /s/ George E. Thurner, Jr.
-----------------------------------
George E. Thurner, Jr. President
ADAM WHOLESALERS, INC.
By: /s/ George E. Thurner, III
-----------------------------------
George E. Thurner, III, Assistant
Secretary
ADAM WHOLESALERS, INC.
STATE OF OHIO )
) SS
COUNTY OF HAMILTON )
BE IT REMEMBERED, that, on this 1st day of May, 1994, before me, the
subscriber, a Notary Public in and for said county and State, personally came
George E. Thurner, Jr.; George E. Thurner III as Lessors in the foregoing Lease,
and acknowledge the signing of said instrument to be their voluntary act and
deed for the uses and purposes herein mentioned.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal on the day and year last above written.
Catherine Knose-Keller
-----------------------------
Notary Public
STATE OF OHIO )
) SS
COUNTY OF HAMILTON )
BE IT REMEMBERED, that, on this 1ST DAY OF MAY, 1994, before me, the
subscriber, a Notary Public in and for said County and State, personally came
the above-named Lessee, ADAM WHOLESALERS OF ST. LOUIS, INC., by GEORGE E.
THURNER, JR its PRESIDENT and GEORGE E. THURNER III its ASSISTANT SECRETARY who
acknowledged the signing of the foregoing Lease to be the voluntary act and deed
of said corporation as such Lessee, and of themselves as the duly authorized
officers thereof, for the uses and purposes therein mentioned.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal on the day and year last above written.
Catherine Knose-Keller
-----------------------------
Notary Public
ASSIGNMENT AND ASSUMPTION AND MODIFICATION OF LEASE AGREEMENT
This Assignment and Assumption of Lease Agreement (the "Agreement") made
this 19th day of February, 1999 by and among Adam Wholesalers, Inc. (the
"Lessor") (which may be known in the future as MAE Holding Company), Adam
Wholesalers of St. Louis, Inc. (the "Assignor") and Morgan Products Ltd. (the
"Assignee") (which may in the future do business under the name of Adam
Wholesalers, Inc.).
WHEREAS, Assignor is the Lessee under that certain lease dated May 1,
1994 (the "Lease") by and between the Lessor and Assignor for premises located
at 13679 Rider Trail North, Earth City, Missouri and as more particularly
described in the Lease;
WHEREAS, the Lessor and Assignee have entered into that certain asset
purchase agreement (the "Purchase Agreement") dated as of December 22, 1998; and
WHEREAS, pursuant to the Purchase Agreement and this Agreement, Assignee
is assuming Assignor's interest as Lessee in the Lease; and
WHEREAS, Lessor, Assignor and Assignee desire to modify certain terms of
the Lease; and
WHEREAS, Assignor desires to assign its interest under the Lease to
Assignee, and Assignee desires to accept such assignment on the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereby amend and modify the terms of the
Lease as follows below; and
NOW, THEREFORE, in consideration of their mutual covenants hereafter set
forth and other good and valuable consideration paid by Assignee to Assignor,
the receipt of which is hereby acknowledged by Assignor, Assignor assigns,
grants, transfers and sets over all of its right, title, claim and interest in
and under the Lease to Assignee and its successors and assigns.
TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns,
from the date hereof, subject to the terms and conditions contained in the
Lease.
1. Assignor hereby assigns all of its right, title and interest in the Lease
to Assignee, and Assignee hereby assumes the performance and observance of all
the terms, covenants and conditions of the Lease to be performed or observed by
Assignor from and after the date hereof.
2. Paragraph 4 b. is deleted in its entirety and the following substituted
therefor:
"Lessee covenants and agrees that during the term of this Lease
it will, at Lessee's own cost and expense, carry extended coverage "all risk"
insurance on the demised premises in an amount not less than the full
replacement value of all structures erected on said premises, insuring said
structures against loss, destruction or damage by fire or other casualty. Lessee
shall also carry comprehensive general liability insurance for bodily or
personal injury to, illness of, or death of persons and damage to property
occurring in on, or about the demised premises with limits which are
commercially reasonable. All of Lessee's insurance policies shall name Lessor as
an additional insured. If demised premises shall be damaged or destroyed by fire
or other casualty, then Lessee, at its sole cost and expense shall repair and
restore the same to such condition as approximately existed immediately prior to
such loss, damage or destruction. Lessee's repair and restoration shall be
subject to then applicable legal requirements.
If an event of casualty occurs within two (2) years of the expiration of the
term of this Lease, the Lessee may elect not to repair and restore the demised
premises and to cancel and terminate the Lease. Such election shall be made
within thirty (30) days from the date of casualty. In the event Lessee elects to
terminate the Lease, Lessee shall assign its insurance proceeds to the Lessor
provided that the insurance proceeds are sufficient to repair and restore the
demised premises.
3. Paragraph 4 c. of the Lease is hereby amended by adding the following
thereto:
"Lessor shall make necessary repairs and replacements to the roof
and to the structural portions of the foundation and exterior walls of the
demised, provided that the repairs are not made necessary by the act or omission
of Lessee, its employees, agents or invitees, nor by reason of Lessee's making
repairs, alterations and improvements to the Building. In addition, Lessor's
obligation shall be limited to all such costs in excess of $10,000.00 during any
calendar year. For example, if the roof is in need of repair or replacement and
the costs therefor is $30,000.00, Lessee shall be responsible for $10,000.00 of
the cost, and Lessor shall be responsible for $20,000.00 of the cost. After the
completion of any such repair, Lessee shall pay its share of such costs within
ten (10) days after receipt of invoice from Lessor."
4. Lessor, Assignor and Assignee further agree to the addition of the
following provisions to the Lease:
7. That at any time and from time to time, Lessee's interest
under this Lease may be assigned and re-assigned upon notice to the Lessor but
without requiring the Lessor's consent thereto provided that the Assignee
remains liable under the Lease.
8. In addition to any other covenants or obligations of Lessor
under this Lease, Lessor covenants and agrees as follows: That Assignee, upon
payment of the rent above reserved, and upon the due performance of the
covenants and agreements herein contained, shall and may at all times peaceably
and quietly have, hold and enjoy the demised premises for the remaining Term of
this Lease without any manner or hindrance or molestation from Lessor or anyone
claiming under Landlord.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day, month and year first above written.
ASSIGNOR:
ADAM WHOLESALERS, INC.
By: /s/ George E. Thurner, Jr.
-----------------------------
Name: George E. Thurner, Jr.
Title: President
ASSIGNEE:
MORGAN PRODUCTS LTD.
By: /s/ Larry R. Robinette
-----------------------------
Name: Larry R. Robinette
Title: President & CEO
CONSENTED TO:
LESSOR
ADAM WHOLESALERS, INC.
By: /s/ George E. Thurner, Jr.
------------------------------
Name: George E. Thurner, Jr.
Title: President