EXHIBIT 10.44
OFFICE PRODUCTS DIVISION BOISE CASCADE
800 West Bryn Mawr Avenue E. Thomas Edquist
Itasca, Illinois 60143 Vice President and
312/773-5001 Division General Manager
September 14, 1987
CERTIFIED MAIL
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RETURN RECEIPT REQUESTED
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Messrs. Gilliam O. Traughber
and J. T. Crain
c/o Capital City Realty Company
P.O. Box 40156
Nashville, TN 37204
Subject: Lease Agreement Dated March 31, 1978 (Lease), Between Gilliam O.
Traughber and J. T. Crain (Lessors) and Boise Cascade Office Products
Corporation (Lessee) for Premises Located at 724 Massman Drive,
Nashville, Tennessee
Gentlemen:
The first renewal term of the subject Lease is scheduled to terminate on April
30, 1988.
Paragraph 4, Term, of the Lease grants Boise Cascade an option to renew this
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Lease for an additional five-year term commencing May 1, 1988, and terminating
April 30, 1993. Paragraph 5, Rental, of the Lease provides that the monthly
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rental payment during this second renewal term shall be $7,560.
Boise Cascade hereby exercises its option to renew this Lease for an additional
five-year term commencing May 1, 1988, and with an adjusted monthly rental
payment of $7,560.
Very truly yours,
BOISE CASCADE CORPORATION
/S/ E. Thomas Edquist
E. Thomas Edquist
ETE/L37257B
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
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THIS AGREEMENT is made and entered into this 13th day of March, 1986, by
and between BOISE CASCADE CORPORATION, a Delaware corporation ("Boise Cascade"),
and BOISE CASCADE OFFICE PRODUCTS CORPORATION, a Delaware corporation ("BCOPC").
W I T N E S S E T H:
WHEREAS, Boise Cascade and BCOPC have entered into an Indenture of Transfer
and Assumption of Liabilities agreement ("Indenture"); and
WHEREAS, Boise Cascade is a party to the lease described in Section 1
herein ("Lease"); and
WHEREAS, the terms of the Indenture require Boise Cascade to assign the
Lease to BCOPC and BCOPC to assume the Lease and perform Boise Cascade's duties
and obligations pursuant to the Lease.
NOW, THEREFORE, Boise Cascade and BCOPC do hereby agree as follows:
1. Lease. The term "Lease" shall mean the Lease between Boise
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Cascade and Gilliam O. Traughber and J. T. Crain, Joint Venturers, dated March
31, 1978, as amended by Amendment to Lease dated October 28, 1985.
2. Assignment. Boise Cascade hereby assigns, transfers and delivers
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to BCOPC all of Boise Cascade's right, title and interest as Lessee under the
Lease.
3. Assumption. BCOPC hereby accepts the assignment of the Lease and all
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of Boise Cascade's right, title and interest thereunder and assumes and agrees
to be bound by all of Boise Cascade's
duties, obligations, covenants and agreements thereunder. BCOPC agrees to
perform, fulfill and discharge all such duties, obligations, covenants and
agreements under the Lease.
4. Further Assurances. Each party agrees that it will, at the request
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of the other, make, execute and deliver all such further instruments,
assignments, transfers and assurances and do such further acts and things as may
be necessary and appropriate to give effect to the provisions set forth herein.
5. Boise Cascade Liability. Nothing in this Agreement is intended to
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or shall have the effect of releasing Boise Cascade from its liabilities and
obligations under the Lease.
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption
of Lease Agreement to be executed the day and year first above written.
BOISE CASCADE CORPORATION
By [SIGNATURE NOT LEGIBLE]
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Vice President
BOISE CASCADE OFFICE PRODUCTS CORPORATION
By [SIGNATURE NOT LEGIBLE]
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Vice President
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AMENDMENT TO LEASE
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By this Amendment dated October 28, 1985, to the Lease dated March 31,
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1978, between BOISE CASCADE CORPORATION ("Lessee") and GILLIAM O. TRAUGHBER AND
J. T. CRAIN, Joint Venturers ("Lessors"), Lessor and Lessee hereby agree as
follows:
1. That Paragraph 13 of the Lease be amended by the addition of the
following three lines:
Notwithstanding the foregoing, Lessee may assign the lease or sublease
the premises to any subsidiary organization or affiliate which is owned, in
whole or in part, and controlled by Lessee without obtaining the prior consent
provided for above. No such assignment or sublease shall excuse or release
Lessee from any of its duties or obligations (including its obligation in
respect of future rentals) under this Lease. Lessee shall notify Lessors of any
such assignment or sublease within 20 days of the making thereof.
2. All other provisions of the Lease not affected by this Amendment
remain valid and effective.
IN WITNESS WHEREOF, the parties have caused this agreement to be signed as
of the date first set forth above.
LESSEE LESSORS
BOISE CASCADE CORPORATION JANE TRAUGHBER AND
J. T. CRAIN, Joint Venturers
By [SIGNATURE NOT LEGIBLE] By J.T. Crain
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Title VICE PRESIDENT Title Partner
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By Jane Spain Traughber,[ILLEGIBLE]
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Title Partner
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OFFICE PRODUCTS DIVISION BOISE CASCADE
800 West Bryn Mawr Avenue E. Thomas Edquist
Itasca, Illinois 60143 Vice President and
312/773-5001 Division General Manager
November 9, 1982
CERTIFIED MAIL
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RETURN RECEIPT REQUESTED
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Messrs. Gilliam O. Traughber
and J. T. Crain
c/o Capital City Realty Company
P.O. Box 40156
Nashville, TN 37204
SUBJECT: Lease Agreement Dated March 31, 1978 (Lease), Between Gilliam O.
Traughber and J. T. Crain (Lessors) and Boise Cascade Corporation
(Lessee) for Premises Located at 724 Massman Drive, Nashville,
Tennessee
Gentlemen:
The primary term of the subject Lease commenced May 1, 1978, and is scheduled to
terminate on April 30, 1983. The monthly rental payment during the primary term
is $5,400.
Paragraph 4, Term, of the Lease grants Boise Cascade an option to renew this
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Lease for an additional five-year term commencing May 1, 1983, and terminating
April 30, 1988. Paragraph 5, Rental, of the Lease provides that the monthly
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rental payment during this first renewal term shall be $6,480.
Boise Cascade hereby exercises its option to renew this Lease for an additional
five-year term commencing May 1, 1983, and terminating April 30, 1988, with an
adjusted monthly rental payment of $6,480.
Please call John Turkaly at (312) 773-5053 if you have any questions or require
additional information on this notice.
Very truly yours,
BOISE CASCADE CORPORATION
/S/ E. Thomas Edquist
E. Thomas Edquist
ETE/np
cc: John Turkaly
LEASE AGREEMENT
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THIS LEASE AGREEMENT made as of this 31st day of March, 1978, between
GILLIAM O. TRAUGHBER and J. T. CRAIN, Joint Venturers, (hereinafter referred to
as "Lessors"), and BOISE CASCADE CORPORATION, a Delaware corporation,
(hereinafter referred to as "Lessee");
The words "Lessors" and "Lessee" as used herein shall be considered in the
masculine, feminine, neuter, singular or plural sense, as the context may
require, and shall be deemed to apply not only to the original parties, but
shall also include their heirs, assigns, representatives or successors in
interest, as the case may be.
W I T N E S S E T H:
1. Premises. Lessors do hereby demise unto Lessee, and Lessee hereby
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leases from Lessors, for term specified herein, the following described property
located in Davidson County, Tennessee, to wit:
Forty-eight Thousand (48,000) square feet of space located in a
warehouse building on Section 17 of the Revised Plan of Metropolitan
Industrial Park as of record in Book 4470, page 112, Register's Office
for said County, to which reference is made.
Said forty-eight thousand (48,000) square feet of space consists of an
area of 240 feet by 200 feet and is located in the southerly portion
of said building outlined in red on the plat attached hereto as
Exhibit A (hereinafter called the "Premises").
Lessee shall have the right to reasonable use of the parking area on
the southwest portion of the property adjacent to the front portion of
the Premises which area is outlined in blue on Exhibit A.
Further, Lessee shall have the right to use the area to the south of
the Lessors' warehouse building for parking or recreational purposes
which area is outlined in blue on Exhibit A. Lessors, prior to May 1,
1978, shall level the said area. Lessee shall, at its own expense,
gravel and/or pave the area, as it determines is advisable for its
purposes. It is understood that Lessee's rights of use of said area is
subject to the easement rights of the Tennessee Valley Authority and
Colonial Pipeline Company.
2. Title. Lessors warrant that they have good title to the Premises,
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agree to defend the same, and agree that Lessee shall have the right to redeem
the title thereto for Lessors by payment of any mortgage, taxes or other liens
on the above described land and warehouse, in the event of default by Lessors
and to be subrogated to the rights of the holder thereof.
3. Quiet Enjoyment. Lessors covenant that Lessee shall have and hold
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and enjoy the Premises for and during the term hereby granted, or as later may
be extended, without any hindrance or interruption whatsoever by Lessors, or by
any other person.
4. Term. It is understood and agreed that from the date of execution
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of this Lease until May 1, 1978, Lessee shall have the right to occupy the
Premises for the purposes of preparing the Premises for use as an office
products warehouse and that Lessee shall not be liable for any rents or
proration of taxes and insurance therefor; provided
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however, if Lessee occupies the Premises during said period for purposes other
than preparing the Premises for use as an office products warehouse then Lessee
shall be liable to Lessors for rent and proration of taxes and insurance during
the period so occupied for said purposes. The amount of said rents and
prorations shall be the proportionate amount of rents and proration of taxes and
insurance as those due during the Primary Term (hereafter defined) of this
Lease.
The term of this Lease shall be for five years, commencing on the 1st
day of May, 1978, and ending on the 30th day of April, 1983; said term to be
known as the "Primary Term" hereunder.
In the event the Lessee is not in default of this Lease at the
termination of the Primary Term, the Lessee shall have the option to renew this
Lease for an additional five years beginning on the 1st day of May, 1983, and
ending on the 30th day of April, 1988; said term shall be known as the "First
Renewal Term." Lessee shall give Lessor written notice of Lessee's intention to
renew no later than December 1, 1982.
In the event the Lessee has exercised its option to lease the Premises
for the First Renewal Term, and provided Lessee is not in default at the
termination date of said First Renewal Term, the Lessee shall have the option to
renew this Lease for an additional five years beginning on the 1st day of May,
1988, and ending on the 30th day of
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April, 1993; said term shall be known as the "Second Renewal Term." Lessee shall
give Lessor written notice of Lessee's intention to renew no later than December
1, 1987.
In the event the Lessee has exercised its option to lease the Premises
for the First and Second Renewal Terms, and provided Lessee in not in default at
the termination date of said Second Renewal Term, the Lessee shall have the
option to renew this Lease for an additional five years beginning on the 1st day
of May, 1993, and ending on the 30th day of April, 1998; said term shall be
known as the "Third Renewal Term." Lessee shall give Lessor written notice of
Lessee's intention to renew no later than December 1, 1992.
In the event the Lessee elects to exercise the options to renew this
Lease, such renewal shall be upon the same terms and conditions set forth herein
except as to the amount of rental which shall be the amount set forth in
Paragraph 5 hereof.
Commencing 90 days prior to the termination of this Lease, the Lessors
shall be permitted to label and advertise the Premises for rent.
5. Rental. Lessee covenants and agrees to pay to Lessors as rental for
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the Premises during the Primary Term of the Lease the sum of Sixty-four
Thousand, Eight Hundred and No/100 ($64,800.00) Dollars per annum, payable in
monthly installments of Five Thousand, Four Hundred and No/100
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($5,400.00) Dollars in advance on the first day of each and every month of the
Primary Term.
In the event Lessee exercises its option to extend the term of this
Lease for the First Renewal Term, the Lessee covenants and agrees to pay the
Lessors as its rental for the Premises during the First Renewal Term the sum of
Seventy-seven Thousand, Seven Hundred Sixty and No/100 ($77,760.00) Dollars per
annum, payable in monthly installments of Six Thousand, Four Hundred Eighty and
No/100 ($6,480.00) Dollars in advance on the first day of each and every month
of the First Renewal Term.
In the event Lessee exercises its option to extend the term of this
Lease for the Second Renewal Term, the Lessee covenants and agrees to pay the
Lessors as its rental for the Premises during the Second Renewal Term the sum of
Ninety Thousand Seven Hundred Twenty and No/100 ($90,720.00) Dollars per annum,
payable in monthly installments of Seven Thousand, Five Hundred Sixty and No/100
($7,560.00) Dollars in advance on the first day-of each and every month of the
Second Renewal Term.
In the event Lessee exercises its option to extend the term of this
Lease for the Third Renewal Term, the Lessee covenants and agrees to pay the
Lessors as its rental for the Premises during the Third Renewal Term the sum of
One Hundred Three Thousand, Six Hundred Eighty and No/100 ($103,680.00) Dollars
per annum, payable in monthly install-
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ments of Eight Thousand, Six Hundred Forty and No/100 ($8,640.00) Dollars in
advance on the first day of each and every month of the Third Renewal Term.
All said payments shall be made to Lessors c/o Capital City Realty
Company, P.O. Box 40156, Nashville, Tennessee 37204, or such other place as
Lessor or their assignees may designate in writing.
6. Additional Rental. In addition to the payment of rents as above
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provided, Lessee covenants and agrees to pay and discharge 47.06% of any
increase in taxes assessed against the 102,000 square foot warehouse of which
the Premises are a part and the 5.2 acre tract on which said warehouse is
located in excess of those paid by Lessor for the year 1977, and 47.06% of any
increase in the cost of fire and extended coverage insurance on said warehouse
building which Lessor is required to carry by the terms of this Lease over the
amount being paid by Lessor on the date of this Lease. Any of said increases
shall be paid by Lessee to Lessors on the first day of December of each year
during the term of this Lease, beginning December 1, 1978. In the event the term
or renewal term of the Lease is less than a calendar year, Lessee shall pay 1/12
of said increase for each calendar month of said term.
In the event that any improvements are made to any part of the
warehouse or the land upon which it is located other than the Premises or in the
event there shall be any
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change in the use of any part of the warehouse or the land upon which it is
located other than the Premises, which shall cause an increase in taxes or
insurance, Lessee shall not be liable for any part of such increase.
In addition thereto, it is understood and agreed that Lessee shall pay
all increases in taxes and insurance which occur because of Lessee's use of or
improvements to the Premises including any increases resulting from the
construction of the improvements described in Exhibit B.
7. Utilities. Lessee shall assume and pay for all utilities used by it
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in the Premises.
8. Improvements by Lessor. Lessor between the date of this Lease and
----------------------
May 31, 1978, shall construct the improvements on the Premises described in the
specifications attached hereto as Exhibit B. In addition, Lessor shall repair
the roof and outside walls, all overhead doors, and the electrical and plumbing
systems prior to May 15, 1978. Lessor warrants and represents that all
improvements and repairs specified herein will be done in a workmanlike manner
and shall be free from defects in material and workmanship.
Upon completion of the improvements described in Exhibit B, Lessor and
Lessee shall inspect the Premises and shall prepare a punch list of items, if
any, not completed to Lessee's reasonable satisfaction. All items listed shall
be completed by Lessor as soon thereafter as possible.
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Lessee shall pay Lessor for the improvements provided for in Exhibit
B, the amount of $122,570.00. Such amount shall not be considered rent and
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such improvements shall be the property of Lessee until the expiration of this
Lease. Payment of the above noted amount shall be made as follows: 1) one half
of said amount thirty days after commencement of construction of the
improvements and 2) the remainder upon completion of the improvements. Lessee
may withhold from the final payment a reasonable amount for any items listed on
the punch list which shall be paid to Lessors when such items are finally
completed.
In the event Lessors do not complete the repairs and improvements by
May 31, 1978, Lessee shall be entitled to a credit against rents due hereunder
in the amount of one-thirtieth of monthly rental, plus a prorata portion of the
cost of insurance and taxes for each day after May 31, 1978, until such repairs
and improvements are completed. Except for abatement of the rent, insurance and
taxes as provided in the immediately preceeding sentence, Lessors shall not be
liable for any damages resulting from delay in completion of the repairs and
improvements caused by governmental regulations, labor disputes, strikes, war,
riots, insurrection, civil commotion, mobilization, explosion, fire, flood,
accident, storm or any act of God, or other cause beyond Lessors' control. If
Lessors claim excuse for
-8-
nonperformance under this paragraph, they must give notice in writing to Lessee.
If such delay resulting from the causes specified herein shall last more than
two weeks, Lessee, at its election, may complete the improvements and deduct the
cost thereof paid by Lessee shall be deducted from the amount specified in this
Paragraph 8, to be paid by Lessee to Lessors for construction of the
improvements.
Lessor shall indemnify and hold Lessee harmless from the injury to or
death of any person or damage to the property of any person including the
parties hereto arising out of or resulting from Lessors making the improvements
or repairs required by this Paragraph 8. Any insurance required to be carried by
Lessee by this Lease shall not apply to any such loss or damage.
9. Repair. Lessor shall keep and maintain the roof, exterior walls,
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downspouts and the warehouse (except the parts of the warehouse to be maintained
by Lessee), in good condition and repair. Lessee agrees to maintain the interior
of the Premises (including all loading docks and doors and other extension doors
and windows) and the parking area used by Lessee in as good condition as they
are in at the time of Lessor's completion of the improvements and repairs
provided for in Paragraph 8 hereof reasonable wear and tear and damage by fire
or other casualty excepted. Except for Lessor's warranty provided for in
Paragraph 8 hereof, Lessor
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makes no other representation or warranty concerning the condition of the
interior of the Premises. Subject to Lessee's obligations hereunder to maintain
the Premises and Lessee's obligations under Paragraph 10 hereof, Lessor shall
keep and maintain the warehouse and the land upon which it is located in
compliance with all federal, state and local laws, rules and regulations.
10. Nuisance and Compliance with Laws. Lessee shall not use or permit
---------------------------------
others to use the Premises in any manner which would create a nuisance and shall
conduct its business on the Premises in compliance with all federal, state and
local laws, rules and regulations.
11. Improvements By Lessee. It is contemplated between the parties that
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Lessee shall use the Premises in the conduct of its office products business and
that, in connection therewith, certain additional modifications, improvements,
fixtures and/or temporary installations may be hereafter made by Lessee. Lessee
is expressly granted, with prior written notice to Lessors, the right to
remodel, alter and change the improvements on the Premises, at its expense, to
conform with its requirements. Lessee shall not injure any existing improvements
and Lessee shall not, without Lessors' prior written consent, construct any
improvements which require significant structural modification to the Premises.
All repairs and remodeling shall be done in compliance with
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the applicable building codes and zoning requirements. Except as may be herein
set out, all permanent buildings and other similar permanent improvements,
including, but not limited to light fixtures, air conditioning or heating units
requiring duct work, electrical wiring and plumbing, erected or placed upon the
Premises by Lessee during the term of this Lease, upon its termination for any
cause, shall become the property of Lessors. Lessee's machinery, equipment,
tools and trade fixtures placed upon the Premises by Lessee shall remain the
property of Lessee. Such property may be removed from the Premises by Lessee at
the expiration of this Lease, provided that, Lessee has fulfilled its covenant
for the payment of rent. Lessee shall not by its acts create any material or
workmen's liens against the Premises and shall hold Lessors harmless from any
said liens and for Lessors' reasonable cost and expenses in defending any claims
or suits arising out of said liens or in discharging same.
Any damage to the Premises resulting from removal of Lessee's property
from the Premises shall be repaired by Lessee at its sole expense.
12. Signs. Lessee shall have the right, with Lessors' prior written
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consent, which shall not be unreasonably withheld, to erect signs on the
Premises to advertise its business, provided that, all such signs comply with
all statutes or ordinances.
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13. Assignment. Lessee may not assign or sublet any part or the whole
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of the Premises without the prior written consent of the Lessors, which consent
shall not be unreasonably withheld.
14. Destruction of Premises. It is agreed that should the Premises or
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improvements thereon be wholly or partially destroyed or damaged by fire, storm,
explosion, other casualty or act of God during the term of this Lease, or any
renewal terms, and the Premises or improvements thereon can reasonably be
expected to be repaired and put in substantially the same condition as they were
prior to the loss within 90 days after such loss occurs, then Lessors shall
rebuild or repair the Premises to the condition as existed immediately prior to
such loss. Provided that Lessor's shall not be required to reconstruct any of
the improvements described in Exhibit B unless Lessee shall agree to pay the
cost thereof. If such improvements are constructed by Lessors they shall be the
property of Lessee until termination of this Lease. Lessors agree to complete
any such repairs within 120 days of the date of loss and in the event such
repairs are so completed this Lease shall continue in full force and effect,
except that the rental herein provided for shall be fairly and justly abated
until the Premises have been restored, made tenable and put into proper
condition for use and occupancy by Lessee. If the damage cannot be reasonably
expected to
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be repaired within 90 days or is not in fact repaired within 120 days of the
date of loss, then Lessee may terminate this Lease.
15. Lessors Fire Insurance. During the term of this Lease, the Lessor,
----------------------
at its own cost and expense, shall keep the Premises and building of which the
Premises are a part, excluding the improvements described in Exhibit B, insured
against loss or damage by fire, lightning, and extended coverage including
vandalism, malicious mischief, and sprinkler leakage. Upon the execution of this
Lease, Lessor shall provide a certificate of insurance from its insurer to
evidence the coverage to the Lessee. Such certificate shall contain a provision
for a ten-day notice to Lessee prior to cancellation, reduction of coverage or
other material change in the policy.
Lessor agrees to indemnify and hold Lessee harmless from, and to
obtain a statement from Lessors' insurer that will protect Lessee from, all
demands, claims, causes of action of judgments, and all reasonable expense
incurred in investigation or resisting the same including attorney fees, for
loss arising out of fire or other casualty or sprinkler leakage damage to the
Premises and building of which the Premises are a part or any personal property
of Lessor, located therein. Lessee also agrees to indemnify and hold Lessor
harmless from all demands, claims, causes of
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action or judgments, and all reasonable expenses incurred in investigation or
resisting the same including attorney fees, for loss arising out of fire or
other casualty or sprinkler leakage damage to the improvements described in
Exhibit B, and any stock, furniture, fixtures, equipment, or merchandise of
Lessee located in the Premises.
16. Lessee's General Liability Insurance. Lessee shall at all times
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during the term of the Lease, at its own cost and expense, maintain
comprehensive general liability insurance with bodily injury limits of not less
than Five Hundred Thousand Dollars ($500,000) and property damage insurance in
an amount of not less than Three Hundred Thousand Dollars ($300,000) per
occurrence for damage to property of others from accidents occurring on or about
the Premises or arising out of Lessee's use thereof. A certificate of such
insurance shall be delivered to Lessor and Lessor shall be named on said
policies as an additional insured as respects the Premises. The certificate
shall also contain provisions for a ten-day notice to Lessors prior to
cancellation, reduction of coverage, or other material change in the policy.
Lessee further covenants with Lessor to protect, indemnify, and hold
Lessor harmless from and against any and all claims, demands, and causes of
action, including attorney fees, of any nature whatsoever for injury or death of
persons
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or loss of or damage to property occurring on the Premises or in any manner
growing out of or connected with Lessee's use and occupancy of the Premises
except damage or injury occasioned by the sole negligence of Lessor, its agents,
servants, or employees, any damage or injury resulting from Lessors'
construction of improvements or making the repairs required by Paragraph 8
hereof, and except damages or injuries covered by the insurance required to be
carried by Lessor under this Lease. Nothing in this paragraph shall be deemed to
or construed as to require Lessee to indemnify Lessor for any cost, damage,
liability, or expense, including any attorney fees, arising from or attributable
to any claim for which liability is, or is sought to be, established for any
injury or death to any employee of Lessee in excess of any applicable coverage
under the workers' compensation laws of any state, proximately or concurrently
caused by a negligent act, ommission, or failure to act, on the part of the
Lessor.
17. Bankruptcy. In the event any petition in bankruptcy or for
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reorganization is filed in any federal or state bankruptcy court by or against
the Lessee or any sublessee or assignee, or in the event any receiver is
appointed for the Lessee or its property or for any sublessee or assignee for
its or their properties, which petition in bankruptcy or receivership has not
been dismissed, denied, discharged or set aside within 60 days from and after
said date of said
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filing of said petition or said appointment of receiver, then Lessors shall have
the right to terminate this Lease, as provided for in Paragraph 21 hereof, and
shall have each and all of the rights against the Lessee, as is provided for in
said paragraph, as in the case of a failure by Lessee to pay the rent.
18. Abandonment. In the event Lessee abandons the Premises and leaves
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the same untended, except with the written consent of Lessors, this Lease shall
be terminated as provided in Paragraph 21, at the option of Lessors if, in their
opinion, the said property is or will be adversely affected thereby. Lessors
shall give Lessee 30 days prior written notice of their intention to so
terminate.
19. Lessors' Right of Access. Lessors, their agents and representatives,
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shall have the right to enter upon the Premises at all reasonable times for the
purpose of inspecting the same and making repairs required to be made by
Lessors.
20. Eminent Domain. If the whole or any part of the Premises shall be
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taken by any public authority under the power of eminent domain, then the term
of this Lease shall cease on the part so taken from the day the possession of
that part shall be acquired for any public purpose, and the rent shall be paid
up to that day and the rent thereafter shall be reduced in proportion to the
amount of the Premises taken. If more than 25% of the Premises are taken or in
the
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event Lessee reasonably determines that it is unable to effectively and fully
conduct its business from the remaining part of the Premises, the Lessee shall
have the right to cancel this Lease. All damages awarded for such taking shall
belong to and be the property of Lessors, whether such damage shall be awarded
as compensation for diminution in value to the leasehold or to the fee of the
property herein leased; provided, however, that the Lessors shall not be
entitled to any portion of the award made to the Lessee for loss of business,
moving expenses, or for any trade fixtures or other property of Lessee located
thereon.
21. Termination. It is agreed by all of the parties that if Lessee
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fails to pay any one of the aforesaid rent installments or reimbursements set
out herein for taxes and insurance costs within 30 days from and after the due
date, or in case the Lessee breaches or fails to perform and comply with any of
its undertakings, agreements and covenants contained in this Lease, Lessors may
continue the Lease and recover damages for such breach or failure, or at their
option may elect to terminate this Lease at any time within 30 days after the
discovery by them of any such breach or failure, upon giving 30 days notice to
Lessee setting out said breach or failure. If Lessee fails to pay in full all
past due rent installments and fails to commence proceedings to remedy any other
breaches set out in said notice within
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said 30 days, then, and only then, shall such termination be effective. Upon
termination Lessors may enter and take possession of the Premises and may, with
or without entry and repossession rerent the Premises or any portion or portions
thereof for such term or terms and to such tenants as in the discretion of
Lessors would be suitable and proper and to hold Lessee responsible and liable
for any loss and expense including legal expenses that may occur in rerenting or
attempting to rerent. Lessee shall also be liable for any damages to the
Premises done or suffered to be done by Lessee. Any curing of any such breach or
failure within the said 30-day period shall reinstate the Lease in full force
and effect.
In the event of a breach or default by Lessee or termination of the
Lease by election of Lessors upon default of Lessee, as provided in this
Agreement, Lessors shall have the right to demand and receive from Lessee their
damages and their loss and expenses, including legal expenses, monthly without
awaiting the expiration of the term of the Lease. The damages and each month's
loss and expenses shall be and constitute a separate claim and demand and right
or cause of action. In case of such termination by election of Lessors, as
provided above, the Lessee agrees to pay to Lessors within ten days after the
date of notice of termination an amount equal to the rent accrued hereunder to
that
-18-
date and not theretofore paid, and also all damages to the improvements done or
suffered to be done by Lessee, and further agrees to pay to Lessors, on or
before the tenth day of each month thereafter, the deficit accruing monthly
following the date of termination, to wit: The difference, between the amount to
be paid as rent, as herein provided, plus any expense incurred by Lessors in
rerenting and/or attempting to rerent and the amount of rent which shall be
collected and received by Lessors from the Premises for each preceding calendar
month during the residue of the term herein provided. The amount, if any, in
excess of Lessors' costs plus the rent reserved herein collected by Lessors in
rerenting the Premises shall be paid to Lessee at the expiration of the term of
this Lease.
22. Holding Over. If upon termination of this Lease, by forfeiture or
------------
otherwise, Lessee continues in possession, the continued occupancy of the
Premises shall be considered as a rental from month to month, and a continued
occupancy after said termination shall not be considered as a renewal of this
Lease.
23. Other Improvements. Lessors agree, at their expense, to construct
------------------
and complete by May 1, 1978, a solid concrete block wall at the north side of
the Premises, between the Premises and the remainder of the warehouse building.
Said concrete wall shall extend from the front to
-19-
the rear of the building and shall extend from the wall to the ceiling of said
building.
24. Additional Space. It is agreed that if at any time after May 1,
----------------
1981, this Lease is then in full force and effect and Lessors have additional
space in the warehouse adjacent to the Premises available for lease, then Lessee
shall have a right of first refusal to lease said additional space. Said right
of first refusal shall be extended by the Lessors and exercised by Lessee as
follows: The Lessors shall first give the Lessee written notice that they have
said additional space for lease, that they have a prospective tenant to lease
the portion or all of said space, setting out the terms and conditions of said
prospective lease. Thereafter, within 15 days from said notice, Lessee may by
written notice enter into a lease with Lessors for the leasing of said
additional space on the same terms and conditions as set forth in Lessors'
notice to Lessee. In the event Lessee fails to exercise its right of first
refusal within said 15-day period, then Lessors may lease said additional space
to the said prospective tenant without the consent of the Lessee.
25. Attorneys' Fees. In the event either party shall institute any
---------------
action for the breach or default of the other party, the prevailing party shall
be entitled to recover its attorneys' fees and costs.
-20-
26. Rail Shipments. Lessee agrees to report to Lessors annually,
--------------
beginning May 1, 1979, all carload railroad freight deliveries made to the
leased Premises during the year prior to said report date. Said reports shall
contain the number of carloads delivered to Lessee and date of same. In the
event that Lessee is unable to obtain rail services to the Premises, Lessee may
terminate this Lease.
27. Notice. Notice, as called for under this Lease, is to be in writing
------
and shall be conclusively presumed effective upon its being placed in the United
States Mail registered or certified mail with sufficient postage to carry it to
its destination, and addressed:
To Lessee: Boise Cascade Corporation
Office Products Division
800 West Bryn Mawr Avenue
Itasca, Illinois 60143
Attention: General Manager
Copy to: Boise Cascade Corporation
Legal Department
P.O. Box 50
Boise, Idaho 83728
-21-
To Lessors: Gilliam O. Traughber and
J. T. Crain
c/o Capital City Realty Company
P.O. Box 40156
Nashville, Tennessee 37204
Either party may change its address written above by written notice to the other
party.
28. Waiver. The failure of either party to insist in any one or more
------
instances upon a strict performance of any of the covenants of this Lease shall
not be construed as a waiver or a relinquishment for the future with respect to
any subsequent breach of any such covenant.
29. Agents Commissions. It is understood and agreed that any agents'
------------------
commissions in connection with this Lease shall be paid by the Lessors.
30. Successors and Assigns. It is understood and agreed that this
----------------------
Lease and all of its provisions shall be binding upon each of the parties
hereto, their heirs, representatives, assigns and successors.
31. Entire Agreement. This instrument, which shall not be recorded,
----------------
and a short form lease for recording, which contains no additional terms and
conditions not herein set out, shall contain the entire agreement between the
parties, all oral understandings and agreements having been embodied
-22-
herein, and the parties agree that there are no collateral understandings or
agreements not expressly included herein. No variation or alteration of the
terms hereof shall be binding upon either party unless the same be reduced to
writing and executed by an authorized officers of both parties. This
instrument, and the short form lease referred to above, in their entirety,
shall be binding upon the successors and assigns of the parties, and shall
inure to the benefit of the successors and assigns of Lessors and Lessee.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day
and year first above written.
LESSORS: LESSEE:
GILLIAM O. TRAUGHBER AND BOISE CASCADE CORPORATION
J. T. CRAIN, JOINT VENTURERS
By _________________________
___________________________ Vice President
Gilliam O. Traughber
__________________________
J. T. Crain
-23-
EXHIBIT A
[FLOOR PLAN FOR PROPOSED WAREHOUSE APPEARS HERE]
EXHIBIT B
SPECIFICATIONS
--------------
BOISE CASCADE
-------------
OFFICES AND ALTERATIONS
-----------------------
MASSMAN DRIVE
-------------
NASHVILLE, TENNESSEE
--------------------
J. E. CRAIN & SON, INC., GENERAL CONTRACTORS
--------------------------------------------
MARCH 23, 1978
--------------
===========================================================================
GENERAL
- -------
Work shall generally consist of constructing approximately 5000 square feet
of office space, adding a personnel door and W/C area in warehouse and adding
lighting, electrical outlets and 2 drinking fountains in the warehouse. Work
under this contract does not include exterior grading, paving, asphalt ramps,
dock levelers or masonry party wall.
Where "Lessee" is used in these specifications this shall refer to Boise
Cascade Office Products Division.
PERMITS, INSURANCE & TAXES
- --------------------------
Contractor shall apply and pay for all necessary permits and fees. He shall
maintain insurance coverage as provided for under the General Conditions of the
Contract.
CARPENTRY AND MILLWORK
- ----------------------
Unless otherwise shown, all partitions shall be constructed of #2 Southern
Yellow Pine wood. Plates in contact with concrete floors shall be wolmanized.
Furnish and install counters with formica tops where shown.
Wood door to be hollow core flush wood.
CONCRETE WORK
- -------------
Pour concrete steps and landings where shown. Finish to be light brushed.
-2-
MASONRY
- -------
Construct 8" concrete block foundations on concrete footings for steps and
landings. Apply textured finish to match existing masonry foundations.
HANDRAILS
- ---------
1 1/2" steel pipe, smooth welded joints.
TOILET PARTITIONS & URINAL SCREENS
- ----------------------------------
Sanymetal Academy baked enamel or equal with roll-type paper holder. Where
shown, furnish standard doors and standard hardware. Colors to be selected by
Lessee. Furnish handicapped rails for one partition in each restroom.
METAL DOOR & FRAME
- ------------------
Amweld Series 1100 unless otherwise shown, factory primed.
INSULATION
- ----------
Install full-thick fiberglas batts in all partitions separating office wing
from warehouse and in toilet walls, 2" batts in furred exterior masonry walls
and full-thick batts above all ceilings.
DRY WALL
- --------
1/2" smooth finished gypsum dry wall with taped and filled joints.
ALUMINUM & GLAZING
- ------------------
Office Entrance - Pittsburgh or equal narrow-stile aluminum door and tubular
framed sidelight in standard aluminum finish, glazed with 1/4" clear safety
plate glass. Furnish aluminum threshold, push-pull bars and concealed overhead
closer.
Windows - Fixed aluminum sash, 1/4" clear plate glass.
Mirrors - 16"x24" aluminum framed over all lavatories.
Glaze half glass doors.
-3-
ACOUSTIC CEILINGS
- -----------------
2'x4' Armstrong Minaboard or equal in exposed white tee grid.
PANELLING
- ---------
Type 1 - Allow purchase price of .50c per square foot.
Type 2 - Allow purchase price of .30c per square foot.
All panelling shall be pre-finished.
CARPET
- ------
Allow purchase and installation price of $10.00 per square yard for carpet
and base. Carpet is based on all carpet being one pattern and color.
COMPOSITION FLOORS
- ------------------
Sheet Vinyl - .090 Ga. Brigantine.
Vinyl Asbestos - Armstrong 3/32 Excelon or equal.
Rubber Base - 4" Black, top-set.
CERAMIC TILE
- ------------
Thin-set with ceramic tile base.
TRIM HARDWARE
- -------------
Exterior Doors - Heavy-duty bronze with key in knob lock set, closer and
threshold strip, primed butts.
Interior Doors - Standard-duty bronze passage except as noted, primed butts.
Door #8 - Closer, key in knob lockset.
Door #9 - Push plate, pull-handle, closer.
Door #10 - Push plate, pull-handle, closer.
Door #11 - Push plate, pull-handle, closer.
-4-
TRIM HARDWARE (CONT'D.)
- -------------
Door #12 - Push plate, pull-handle, closer.
Door #15 - Push plate, pull-handle, closer.
Door #16 - Closer, key in knob lockset.
All closers to be heavy-duty.
SPRINKLER
- ---------
Install approved sprinkler system in all spaces in the office wing. Run
piping concealed above ceilings with chrome pendant heads. Sprinkler heads and
piping, if required for Lessee's bin storage area are not included.
PLUMBING
- -------
Rough-in for and furnish all fixtures shown.
Run hot and cold water lines to all lavatories and sinks.
Fixtures (White colored Amstan or equal)
Handicapped Water Closet - 2108.058, #10 Olsonite seat.
Other Water Closets - 2109.056, #10 Olsonite seat.
Urinal - 6540.017 with #180 Sloan flush valve.
Handicapped Lavatory - 9141.011 with 4470 valve.
Other Lavatories - 0321.026 with N530 valve.
Service Sink - 7692.049 with 7798044 trap and 8340242 valve.
Stainless Steel Sink - #3322 Dayton with N4340 valve.
Drinking Fountains - Furnished by Lessee.
Water Heater - State Stove RE-52-D
HEAT AND AIR CONDITIONING
- -------------------------
All spaces in the office wing to be supplied from a central system HAC unit.
-5-
HEAT AND AIR CONDITIONING (CONT'D.)
- -------------------------
Run insulated ducts above ceiling and provide ceiling diffusers in all
spaces except Corridor and Space 11.
Run concealed overhead return air duct for General Office area.
Design Criteria
- ---------------
Cooling - 75 degrees F. at 95 degrees F. outside.
Heating - 70 degrees F. at 0 degrees F. outside.
HAC Unit - Trane BH-150 with air-cooled condenser RAUA 15 or approved equal.
Do all gas piping and control wiring. Power wiring shall be done by the
Electrical Contractor.
Furnish and install exhaust fans in toilets and Lunch Room.
PAINTING
- --------
Exterior Metal (Primed) - 2 coats exterior house paint.
Exterior Wood - 1 coat primer, 2 coats exterior house paint.
Interior Metal (Primed) - 2 coats enamel.
Interior Wood - 1 coat undercoat, 2 coats enamel.
Drywall (Except Toilets) - 2 coats Latex.
Toilet Walls - 2 coats enamel.
ELECTRICAL
- ----------
Service - 600 Amp, 120-208V. overhead drop.
Furnish all fixtures, outlets, raceways and switches shown.
All wiring to be run in conduit.
Run conduit for telephones to top of partitions for wiring by utility
company.
Do all power wiring for H.V.A.C. equipment and exhaust fans which will be
furnished by others.
-6-
CODES
- -----
All work shall comply with applicable local, state and federal codes and
regulations.
[PLAN APPEARS HERE]
[PLOT PLAN & FLOOR PLAN APPEARS HERE]
[FLOOR PLAN APPEARS HERE]
[PLAN APPEARS HERE]
[PLAN APPEARS HERE]
[PLAN APPEARS HERE]
[PLAN APPEARS HERE]
[PROPOSED WAREHOUSE PLAN APPEARS HERE]
ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT
---------------------------------------------
THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT is made and entered
into this 31st day of January, 1992, by and between BOISE CASCADE OFFICE
---- ------- -
PRODUCTS CORPORATION ("BCOP"), ASSOCIATED STATIONERS, INC. ("Purchaser"),
and GILDA TRAUGHBER BOWMAN, WILLIAM TRAUGHBER, GILLIAM O. TRAUGHBER, III,
HUNTER SHORT, J.T. CRAIN, individuals holding as tenants-in-common
(collectively, the "Lessor").
W I T N E S S E T H:
WHEREAS, BCOP and Purchaser have entered into an Amended and Restated
Purchase and Sale Agreement dated of even date herewith (the "Purchase
Agreement"), pursuant to which BCOP has agreed to sell to Purchaser
substantially all of the assets of BCOP's wholesale office products business;
and
WHEREAS, BCOP and Lessor are parties to the Lease Agreement dated March
31, 1978, and amended September 14, 1987 (collectively, the "Lease"); and
WHEREAS, pursuant to Sections 2 and 5 of the Purchase Agreement, BCOP
has agreed to assign to Purchaser and Purchaser has agreed to assume the Lease
and perform BCOP's duties and obligations pursuant to the Lease.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein and not specifically
-----------
defined shall have the same meanings ascribed to them in the Purchase Agreement.
2. ASSIGNMENT. BCOP hereby assigns transfers, and delivers to
----------
Purchaser all of BCOP's right, title, and interest under the Lease.
3. ASSUMPTION. Purchaser hereby accepts the assignment of the Lease
----------
and all of BCOP's right, title, and interest thereunder and assumes and
agrees to be bound by all of BCOP's duties, obligations, covenants, and
agreements thereunder and to be subject to all of the conditions therein, with
the same force and effect as if Purchaser had executed the original Lease.
Purchaser agrees to perform, fulfill, and discharge all such duties,
obligations, covenants, and agreements under the Lease.
4. BCOP OBLIGATION. Nothing in this Agreement is intended to or shall
---------------
have the effect of releasing BCOP from its liabilities under the Lease, or
any renewal term or terms set forth in the Lease on the date hereof.
5. FURTHER ASSURANCES. Each party hereby promises to deliver upon
------------------
request of the other party all such additional assignments, assumptions, and
other documents which may be reasonably necessary and convenient to accomplish
the intent of this Agreement.
6. CONSENT. Subject to the terms hereof, Lessor hereby consents to
-------
the assignment of the Lease by BCOP to Purchaser. Nothing herein shall be
construed to waive or release any right which Lessor has under the Lease to
prohibit further assignments, sublettings or encumbrances of the applicable
premises without Lessor's consent. Notwithstanding anything to the contrary in
the Lease, Lessor hereby agrees that Purchaser shall have the
-2-
benefit of any options, exceptions, renewals, and other rights originally
granted to BCOP.
7. EFFECT. This Assignment Agreement will not be effective until the
------
Closing of the Purchase Agreement. Unless previously signed by BCOP and
Purchaser, Lessors' consent to this assignment shall not be effective beyond
February 14, 1992.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date set forth above.
ASSOCIATED STATIONERS, INC. BOISE CASCADE OFFICE PRODUCTS
CORPORATION
By _______________________ By ____________________________
Title ____________________ Title _________________________
GILDA TRAUGHBER BOWMAN,
WILLIAM TRAUGHBER,
GILLIAM O. TRAUGHBER, III,
J.T. CRAIN, and HUNTER SHORT,
individuals holding as
tenants-in-common
By /s/ Gilda Traughber Bowman
-------------------------
GILDA TRAUGHBER BOWMAN
By /s/ William Traughber
-------------------------
WILLIAM TRAUGHBER
By /s/ Gilliam O. Traughber, III
-------------------------
GILLIAM O. TRAUGHBER, III
By /s/ Hunter Short
-------------------------
HUNTER SHORT
By /s/ J.T Crain
-------------------------
J.T. CRAIN
-3-
STATE OF TENNESSEE )
) ss.
COUNTY OF ______________________ )
Personally appeared before me, GILDA TRAUGHBER BOWMAN, with whom I am
personally acquainted and who acknowledged that she executed the within
instrument for the purposes therein contained.
Witness my hand, at office, this 29 day of Jan , 1992.
---- --------
___________________________________
NOTARY PUBLIC FOR TENNESSEE
My Commission Expires: 07/23/94
------------
STATE OF TENNESSEE )
) ss.
COUNTY OF ______________________ )
Personally appeared before me, WILLIAM TRAUGHBER, with whom I am personally
acquainted and who acknowledged that he executed the within instrument for the
purposes therein contained.
Witness my hand, at office, this 29 day of Jan , 1992.
---- --------
__________________________________
NOTARY PUBLIC FOR TENNESSEE
My Commission Expires: 07/23/94
-----------
STATE OF TENNESSEE )
) ss.
COUNTY OF ______________________ )
Personally appeared before me, GILLIAM O. TRAUGHBER, III, with whom I am
personally acquainted and who acknowledged that he executed the within
instrument for the purposes therein contained.
Witness my hand, at office, this 29 day of Jan , 1992.
---- --------
_________________________________
NOTARY PUBLIC FOR TENNESSEE
My Commission Expires: 07/23/94
----------
-4-
STATE OF TENNESSEE )
) ss.
COUNTY OF ______________________ )
Personally appeared before me, HUNTER SHORT, with whom I am personally
acquainted and who acknowledged that he executed the within instrument for the
purposes therein contained.
Witness my hand, at office, this 29 day of Jan , 1992.
---- --------
_________________________________
NOTARY PUBLIC FOR TENNESSEE
My Commission Expires: 07/23/94
----------
STATE OF TENNESSEE )
) ss.
COUNTY OF __________________ )
Personally appeared before me, J. T. CRAIN, with whom I am personally
acquainted and who acknowledged that he executed the within instrument for the
purposes therein contained.
Witness my hand, at office, this 29 day of Jan 1992.
------ -------
_________________________________
NOTARY PUBLIC FOR TENNESSEE
My Commission Expires: 07/23/94
----------
-5-
STATE OF ILLINOIS )
)
COUNTY OF COOK )
I, Suzette Sabanov , a Notary Public in and for the county
---------------------------
and state aforesaid, do hereby certify that Michael D. Rowsey, the President of
Associated Stationers, Inc., personally known to me to be the same person whose
name is subscribed to the foregoing instrument as such President, appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his free and voluntary act and as the free and voluntary act of
said corporation, for the uses and purposes therein set forth.
Given under my hand and notarial seal this 30th day of January, 1992.
--------------------------------
"OFFICIAL SEAL"
Suzette Sabanov /s/ Suzette Sabanov
Notary Public State of Illinois ----------------------------
Commission Expires 11/07/94 Notary Public
--------------------------------
My commission expires:
_________________________
STATE OF ILLINOIS )
)
COUNTY OF COOK )
I, /s/ SUZETTE SABANOV , a Notary Public in and for the county
---------------------------
and state aforesaid, do hereby certify that ______________________________, the
________________ President of Boise Cascade Office Products Corporation,
personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such President, appeared before me this day in person
and acknowledged that he signed and delivered said instrument as his free and
voluntary act and as the free and voluntary act of said corporation, for the
uses and purposes therein set forth.
Given under my hand and notarial seal this 30th day of January, 1992.
---------------------------------
"OFFICIAL SEAL"
Suzette Sabanov /s/ Suzette Sabanov
Notary Public State of Illinois -----------------------------
Commission Expires 11/07/94 Notary Public
---------------------------------
My commission expires:
_________________________
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Forty-eight thousand square feet of space located in a warehouse building on
land in Davidson County, Tennessee, being Lot No. 22 on the Revised
Metropolitan Industrial Park, Section 17 as of record in Book 4470, page 112,
Register's Office for Davidson County, Tennessee, to which reference is made.
Being the same property conveyed to J. T. Crain, Jane S. Traughber and
Hunter Short by Quitclaim Deed from Frederick E. Cowden, Jr., Trustee, of
record in Book 7010, page 505, Register's Office of Davidson County, Tennessee.
Said Jane S. Traughber having since died devising her interest to her children
by Will of record in Book 171, page 249, Probate Office, Davidson County,
Tennessee.
ASSOCIATED Stationers
November 17, 1992
CERTIFIED MAIL
- --------------
RETURN RECEIPT REQUESTED
- ------------------------
Messrs. J. T. Crain, Hunter Short
and Jane S. Traughber
2323 21ST Avenue South
Suite 200
Nashville, TN 37212-4968
Subject: Lease Agreement Dated March 31, 1978 (Lease), Between
Gilliam O. Traughber and J. T. Crain (Lessors) and Boise
Cascade Office Products Corporation (Lessee) for Premises
Located at 724 Massman Drive, Nashville, Tennessee
Gentlemen:
The second renewal term of the subject Lease is scheduled to terminate on
April 30, 1993.
Paragraph 4, Term, of the Lease grants Boise Cascade, now Associated
----
Stationers, Inc. an option to renew this Lease for an additional five-year
term commencing May 1, 1993, and terminating April 30, 1998. Paragraph 5,
Rental, of the Lease provides that the monthly rental payment during the
- ------
third renewal term shall be $8,640.
Associated Stationers hereby exercises its option to renew this Lease for an
additional five-year term commencing May 1, 1993, and terminating April 30,
1998, with an adjusted monthly payment of $8,640.
Very truly yours,
ASSOCIATED STATIONERS, INC.
/s/ Randall L. Teesdale
Sr. Distribution Services Manager
cc: Beverly A. Ogle
Philip J. Simborg
NASHVILLE #1
HUNTER B. SHORT
ATTORNEY AT LAW
2323 21ST AVENUE, SOUTH
SUITE 200
NASHVILLE, TENNESSEE 37212-4968
(615) 298-3300
December 1, 1992 FAX (615) 383-9215
Mr. Randall L. Teesdale
1075 Hawthorne Drive
Itasca, Illinois 60143
RE: 724 Massman Drive
Nashville, Tennessee
Dear Mr. Teesdale:
Your letter of November 17, 1992, is hereby acknowledged.
The Lessors acknowledge the extension of the lease dated March 31, 1978, on
the 48,000 square feet of space at the above address.
I am also enclosing a proposed lease concerning the extension of the lease
of September 1, 1989, concerning the 18,000 square feet. If it meets with your
approval, please sign two copies of same and return to me for execution by the
"Landlords."
Yours very truly,
/s/ Hunter Short
Hunter Short
Enclosure
/chc